IRFCAN

Resourceful
Committed
Sustainable
35th Annual Report 2021-22

Contents
Corporate Overview Key highlights FY 21-22
28.87%
02 Corporate Information
03 Profile of Board of Directors
06 Chairman’s message
10 About us Y-o-Y growth in revenue
12 Business overview
15.32%
14 Strategic priorities
16 Financial highlights
18 Corporate social responsibility
Y-o-Y growth in AUM
Notice of Annual General Meeting
20 Notice
H20,17,94.23 Mn
Statutory Reports
33 Directors’ Report
42 Management Discussion and Analysis
EBIDTA
47 Report on Corporate Governance
68 Business Responsibility Report
H60,898.36 Mn
Financial Statements
104 Balance Sheet
105 Statement of Profit and Loss
PAT
106 Statement of Cash Flow
108 Statement of Changes in Equity
H4,09,963.40 Mn
110 Notes to Financial Statements
219 Independent Auditor’s Report
242 Comments of the C&AG of India
Net worth
Forward looking statement
CRISIL AAA (Stable)

Some information in this report may contain forward-looking
statements. We have based these forward looking statements
on our current beliefs, expectations and intentions as to facts,
actions and events that will or may occur in the future. Such
ICRA AAA (Stable)

statements generally are identified by forward looking words
such as “believe,” “plan,” “anticipate,” “continue,” “estimate,”
“expect,” “may,” “will” or other similar words. A forward-looking
statement may include a statement of the assumptions or basis
CARE AAA
underlying the forward-looking statement. We have chosen
these assumptions or basis in good faith, and we believe
that they are reasonable in all material respects. However, we
caution you that forward looking statements and assumed
facts or bases almost always vary from actual results, and the
differences between the results implied by the forward looking Ratings
statements and assumed facts or bases and actual results can
be material, depending on the circumstances.
Indian Railways has always been instrumental
in driving economic growth, social progress
and national integration by bringing people
and places closer. At IRFC, we have played
a strategic role in the expansion of Indian
Railways network, funding the capital
expenditure at competitive rates.
Our funding sources continue to be diversified,

with the cost of borrowing among the lowest
in the industry, supported by high long-term
credit ratings by esteemed national and
international credit rating agencies. Over the
years, we have evolved a sustainable business
model, characterised by low-risk, low-cost and
high operational efficiency.
Our commitment is to channelise our

resources prudently for the development
of the railway sector over the long term.
Despite pandemic-induced challenges in the
operating environment, we have been able to
achieve high performance benchmarks in FY
2021-22 in almost all aspects of our business,
with surging net worth & profiitability.
Our exciting journey continues with

unwavering focus on resourcefulness,
commitment and sustainability.
Annual Report 2021-22
Corporate Information
Board of Directors Equity Shares listed on Bankers
Shri Amitabh Banerjee National Stock Exchange of India Limited Union Bank of India
Chairman & Managing Director State Bank of India
BSE Limited
Ms. Shelly Verma ICICI Bank
Director (Finance)
Scrip Code
Registrar & Transfer Agents
Shri Baldeo Purushartha
National Stock Exchange of
Government Nominee Director Equity Shares
India Limited – IRFC
Shri Bhaskar Choradia M/s. Beetal Financial &
Government Nominee Director BSE – 543257
Computer Services (P) Ltd.
Shri Vallabhbhai Maneklal Patel 3rd Floor 99 Madangir,

ISIN Behind Local Shopping Centre,
Non- Official /Independent Director
INE053F01010 Near Dada Harsukhdas Mandir,
Smt. Sheela Pandit New Delhi- 110062
Non- Official /Independent Director
Depositories Email id: irfc@beetalfinancial.com
Ph. No : 91-11-2996 1281-83
Chief Vigilance Officer National Securities Depository Limited
Website: www.beetalfinancial.com
Shri Sanjeev Jain Central Depository Services (India)
Bonds
Limited
Company Secretary & Compliance M/s KFin Technologies Private Limited
Officer Statutory Auditors Selenium Tower B, Plot Nos. 31 & 32,
Financial District Nanakramguda,
Shri Vijay Babulal Shirode M/s KBDS & Co.
Chartered Accountants Serilingampally Mandal,
Registered Office Hyderabad – 500032 India

Secretarial Auditors Ph. No. : +91 040 6716 1598
Room Nos. 1316 – 1349, 3rd Floor,
The Ashok, Diplomatic Enclave, M/s Navneet K Arora & Co LLP Toll Free No: 1800-345-4001
Company Secretaries Email id: brahma.k@kfintech.com
50-B, Chanakyapuri, New Delhi 110021
Website: www.kfintech.com
Corporate Identification Number Internal Auditors

Website
M/s Raj Har Gopal & Co.
L65910DL1986GOI026363
Chartered Accountants https://irfc.co.in/
Email ID
investors@irfc.co.in
02
Notice of AGM | Statutory Reports | Financial Statements Corporate Overview
Profile of Board of Directors
Shri Amitabh Banerjee Ms. Shelly Verma Shri Baldeo Purushartha

Chairman & Managing Director Director (Finance) Government Nominee Director
DIN: 03315975 DIN: 07935630 DIN: 07570116
Shri Bhaskar Choradia Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit
Government Nominee Director Non-Official / Independent Director Non-Official / Independent Director
DIN: 08975719 DIN: 07713055 DIN: 09403193
03
Profile of Board of Directors

Shri Amitabh Banerjee Ministry of Railways in an Autonomous Body – Punjab; Director, Technical Education and
Chairman & Managing Director “Government Accounting Standards Advisory Industrial Training, Punjab, Commissioner,
DIN: 03315975 Board” – under the aegis of CAG, involved in NRI, Punjab and Special Secretary,
the formulation of Accounting Standards for Expenditure, Punjab.
Shri Amitabh Banerjee was appointed as Central Government and State Governments.
He represents the Government of India on
Managing Director on the IRFC Board on 12th
the Board of ONGC Videsh Ltd., Indian
October, 2019. He took over the charge of
Railway Stations Development Corporation
Chairman & Managing Director on the IRFC Ms. Shelly Verma Ltd, National Investment and Infrastructure
Board on 21st May, 2020. He belongs to the Director (Finance)
Fund Trustee Limited and National Land
IRAS Cadre of 1988 Civil Service Exam Batch. DIN: 07935630
Monetization Corporation.
He has a Masters in Commerce and is a Fellow
Member of the Institute of Cost Accountants Ms. Shelly Verma is the Director (Finance) Shri Baldeo Purushartha holds a Post
of India (ICWAI). He was a rank holder (13th and Chief Financial Officer of our Company. Graduate degree in History from University
position in All India Merit List) in the All India She holds a Bachelor’s degree in Commerce of Delhi.
Senior School Certificate Examination (10+2). from Shri Ram College of Commerce, Delhi
He was a recipient of National Talent Search University and is also a fellow member of the
Scholarship (NTS) for 5 years (1980 – 1985). Institute of Chartered Accountants of India. Shri Bhaskar Choradia
She has more than 30 years’ experience Government Nominee Director
Prior to joining the post of Managing
in Power Sector Financing. Prior to her DIN: 08975719
Director / IRFC, he has been working in
appointment to the Board of our Company,
the capacity of Director Finance, Konkan
She has served in various capacities,
Railway Corporation Limited (KRCL) since Shri Bhaskar Choradia, nominated as part-
including, most recently, as Executive
October 2013. Prior to that, he worked in the time Government Director on the Board
Director (Finance) with the Power Finance
capacity of Director Finance in Hindustan of Indian Railway Finance Corporation
Corporation Limited.
Paper Corporation Limited (HPC) for 3 years is an Indian Railway Accounts Service
(September 2010 to October 2013). He also officer, holds the charge of Executive
worked in the capacity of General Manager Director Finance (Budget) in Railway
(Finance) in Delhi Metro Rail Corporation Shri Baldeo Purushartha Board w.e.f.28.10.2020. Earlier to this
Limited (DMRC) for more than 5 years, Government Nominee Director assignment, he has worked as the Director
handling inter-alia International financing DIN: 07570116 for Government eMarketplace,Government
(IDA Loan from JICA), Compilation and of India (GOI) since September 2017 on
Finalization of Accounts and Preparation of Shri Baldeo Purushartha has been deputation under Central Staffing Scheme.
Budgetary Estimates. He was the nominated inducted to the IRFC Board on 3rd June, He has headed the marketing, capacity-
representative of DMRC in the world body 2020. He Joined the Indian Administrative building and customer relationships for
of various mid-sized metros, christened Service (IAS) in 2002. Before joining as this marquee initiative of GOI. He was
‘NOVA’. It was a consortium of 15 prominent Joint Secretary, Department of Economic instrumental in setting up the human
Metro Rail Companies in the world. Affairs, Ministry of Finance, Government resource and finance verticals of the newly
of India, he served as Secretary, Lokpal incorporated GeM SPV.
He has held several portfolios in the Finance
and Divisional Commissioner, Jalandhar,
Department of Ministry of Railways since He graduated with a Bachelor of Engineering
Punjab. He also served in various field and
1989 through 2003, handling major projects in Mechanical engineering from the Indian
secretariat positions in the Government
like Gauge Conversion, Laying of New Lines, Institute of Technology, Roorkee, India
of Punjab and Government of India.
Track Doubling, Construction of Railway (Erstwhile University of Roorkee) in 1996 and
Among the posts, he held the post of
Bridges, etc. He has also worked in the joined the Government of India in 2000.
Private Secretary to Union Minister of
capacity of Director in the Office of Comptroller
State (Independent Charge) in the Ministry In his career as a Railway Officer he has the
and Auditor General of India for about 2
of Housing and Urban Affairs; Director, experience of working in various capacities in
years (2003 to 2005) as a representative of
Industries and Commerce Department, Accounts and Finance Departments of zonal
04
railways i.e. West Central Railway, Southern Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit
and Northern Railways and in Railway Non-Official / Independent Director Non-Official / Independent Director
Board. He has worked in Railway Divisions, DIN: 07713055 DIN: 09403193
Workshops and on Headquarters. While in
Railway Board he has worked in the Budget Shri Vallabhbhai Maneklal Patel holds a Smt. Sheela Pandit has done Master’s in
Directorate dealing with the preparation Bachelor’s Degree of Commerce (B. Com) Business Administration in Human Resource
and presentation of the Railway Budget from Gujarat University. He has been (MBA), also holds Bachelor’s degree of Arts
and its execution. As Director in Stores associated with Shri Ganesh Ginning & (History) and Bachelor’s Degree of Education
Finance in Railway Board he was involved Pressing Factory since 1998 and having a (B.ED). She possesses specialization in the
in preparation of Rolling Stock Programme, vast experience in managing the affairs of field of Management.
M&P Programme for Indian Railways. the organization and knowledge of industry.
He also represents on various forums Further, she has also been into the
He has also attended various training teaching profession and worked in various
like FICCl, Cotton Ginning and Pressing
programmes on Management, Public institutes such as Sunrise Convent School,
Association etc. He has also been the Vice
Administration, Tendering, Public Policy etc Vishakahapatnam; ZB Zakaria English High
Chairman of Kadi Nagrik Sahakari Bank
in India and abroad at Institutes like RSC/ School, Maharashtra; Ishan International
Limited from year 2002 to 2005. Further,
Vadodara, NIFM/Faridabad, University of School, Patna and Kendriya Vidyalaya,
he is also a Member of Advisory Board
California, Berkeley/USA etc. Danapur. She is a social activist and active in
of The Kalupur Commercial Cooperative
Bank Limited, Gandhinagar. He is also social and philanthropic activities.
engaged into various educational and
Philanthropic activities and is Chairman of
Sarva Vidyalaya Kelvani Mandal. Presently,
he is also President of Kadi Sarva
Vishwavidyalaya, Gandhinagar, Chairman
of Kava Patidar Kelvani Uttejak Mandal and
a Director of Sarva Vidyalaya Innovation
Foundation a Section 8 Company.
Shri Sanjeev Jain Shri Vijay Babulal Shirode

Chief Vigilance Officer Company Secretary &
Compliance Officer
05
Chairman’s message
We have consistently
exhibited robust
financial performance
on the back of raising
funds at competitive
rates. This has helped
us to keep our cost of
borrowings low. Strategic
relationship with the
Ministry of Railways
enables us
to maintain a low
risk profile.
Dear Shareholders,
Financial Year 2021-22 had remained one
of the most challenging years since the
inception of Company on account of the
impact of the Covid, Ukraine war, inflation
concerns, resurging cases of Covid in China
and fragile recovery of economy from the
impact of Covid. Even though the financial
sector remained under tremendous stress
due to pandemic situation and volatility
in the market arising from global macro
issues, the Company continued to exhibit
excellent performance which was primarily
attributed to its strategic relationship with
MOR, strong financials and its dedicated
workforce. I want to express my gratitude
06
to the frontline workers who have worked in the Union Budget 2022-23 to the tune
I am pleased to report
dedicatedly for our wellbeing and also of H 1,40,367.13 crore. Additionally, the
offer condolences to all those who lost development of 400 new ‘Vande Bharat’ that your Company has
their loved ones. trains and 100 freight terminals over the been ranked 96th in
next three years under the PM Gati Shakti
project will provide the much needed
Fortune India 500 list
Economic Overview
impetus to the sector. With the sector of companies based
When the world was on the cusp of
returning to normalcy post the third
experiencing dynamic growth with world- on financials of fiscal
class advancements in both freight and
wave of the pandemic, the escalation passenger transportation, it is poised to 2020-21.
of the geopolitical crisis, hit the world emerge as an engine of economic growth
economy hard. The consequential spike of the country.
in commodity prices impacted growth
prospects by pushing up the already In the changing infrastructure landscape Projects under EBR-IF and H 700 Crores to
high inflation. of the country, the Indian Railways in meet the debt financing requirements of
particular, we, at IRFC are determined to RVNL. The cumulative funding to Railway
However, even in this backdrop, there contribute to India’s resolve in developing Sector has crossed H 5.04 lakh crore
are enough reasons to be optimistic.
and expanding the infrastructure sector mark. Assets Under Management stood at
Notwithstanding the challenges, India’s
with a special focus on the Railways. H 4,15,238 crore.
strong economic fundamentals are
To substantiate this, I would also like
helping the country overcome the long- Borrowings during the year include
to make mention about our funding
term impact of the crisis. India’s GDP has Taxable Bonds worth H 19,847.90 crore
target of H 66,500 crore in FY 2022- 23
grown by 8.7% in FY 2022 after contracting (Previous year H 21,537.70 crore),
from the Ministry of Railways which will
6.6% during the previous fiscal. External Commercial Borrowings (ECB) of
be mobilised from domestic as well as
overseas financial market. H 12,004.17 crore (previous year
Indian Railways Sector H 29,586.95 Crore) at exchange rate
prevailing on the draw down date, Rupee
The Indian Railways has demonstrated Operational Highlights
Term Loans of H 42,900 crore (previous
exemplary performance over the last two
We have consistently exhibited robust year H 52,401.75 Crore) and 54EC bonds
years despite operational challenges. It
financial performance on the back of of H 1,161.01 crore (previous year H 842.60
has been able to provide a cost effective
raising funds at competitive rates. This crore). The weighted average cost of the
and hassle-free mode of transportation
has helped us keep our cost of borrowings pool of borrowings made by Company
for millions of people while ensuring
low. Strategic relationship with the Ministry during the year 2021-22 worked out to
continuous movement of goods
of Railways enables us to maintain a 6.42% (semi-annual) as against 6.51%
across the country.
low risk profile. The FY2021-22 has (semi-Annual) during the previous year
The Government of India’s commitment been another year of strong financials. 2020-21.
to strengthen the country’s railway The total disbursement for FY 2021-22
infrastructure is reflected through various was H 60,683.41 Crores comprising of Revenue from operations of Company
initiatives undertaken to boost the sector H 28,100 Crore for funding of Rolling Stock, has increased by H 45,280.47 million
such as a 16.9% increase in allocation H 31,883.41 Crore for financing of Railway from H 1,57,702.21 million in 2020-21 to
07
H 2,02,982.68 million in 2021-22, showing Company had declared the Interim

a growth of 28.71 %. Profit before Tax (PBT) Dividend @ 7.70% i.e., H 0.77/- per equity
Your Company has
of Company for the year ended 31st March share having face value of H 10/- each for also become the first
2022 was H 60,901.55 million as compared F.Y. 2021-22 and has also recommended
Central Public Sector
to H 44,161.31 million for the previous year, a Final Dividend @ 6.30% i.e., H 0.63/-
registering a growth of 37.91%. per equity share, subject to approval of Enterprise (CPSE) to
During the year, the Company constantly
the shareholders at the ensuing Annual list USD 500 million
General Meeting, thus the total dividend
diversified its borrowing portfolio to meet for the financial year 2021-22 would
green offshore
the target of borrowings mandated by MoR amount to H 1.40/- per equity share of bonds exclusively at
at the most competitive rates and terms.
In its endeavor towards diversification of
H 10/- each. NSE-IFSC and India
borrowing portfolio, Company raised funds Company considers good corporate INX in the GIFT City,
to the extent of USD 500 Million through governance practices a sine qua non
Green Bonds at a fixed coupon of 3.57%
Gandhinagar.
for sustainable business that aims
semi-annual rate. Company also raised at generating long term value for its
JPY loan equivalent to USD 1.10 bn/INR shareholders and all other stakeholders.
8,274.23 Cr comprising of two tranches Accordingly, it has been laying increasing
of USD 700 mn and USD 400 mn having and the balance amount of H 25.04 crore
emphasis upon development of best
tenor of 10 years and 7 years respectively would be disbursed on receipt of bills/
corporate governance practices amongst
through Green Loan (Offshore loan). claims from the implementing agencies
Central Public Sector Enterprises
in future.
(CPSEs). Pursuant to the DPE Guidelines
Your Company based on its performance
on Corporate Governance, quarterly I am pleased to report that your Company
vis-à-vis the targets set out in the MOU for
compliance report is being submitted to the has been ranked 96th in Fortune India 500
the year 2020-21, was awarded ‘Excellent’
Ministry of Railways, through DPE, within list of companies based on financials of fiscal
rating from the Department of Public
Enterprises. the stipulated time. Further, the Report 2020-21. Your Company has also become
containing Annual Score (consolidated the first Central Public Sector Enterprise
The Company continued to maintain score of four quarters) was also submitted (CPSE) to list our USD 500 million green
high level of employee productivity and to DPE within the prescribed timeline. offshore bonds exclusively at NSE-IFSC and
efficiency as reflected in its low overhead India INX in the GIFT City, Gandhinagar.
to turnover ratio of less than 0.13%. During the financial year 2021-22, the
Company was required to spend under Road Ahead
As on 31st March 2022, 86.36% of Corporate Social Responsibility (CSR)
the paid-up equity share capital of the For the year 2022-23, the annual funding
H 70.06 crore, against which, the Company
Company comprising of 11,28,64,37,000 target for IRFC has been fixed at H 66,500
has disbursed a sum of H 45.02 crore,
Equity Shares of H 10/- each were held crore which includes H 31,000 crore
including, H 38.91 crore contribution to PM
by President of India acting through for funding of Rolling Stock assets and
CARES Fund, H 3 crore to Clean Ganga
administrative ministry i.e., Ministry of funding of Railway projects to the extent of
Fund, H 2 crore to Swacch Bharat Kosh,
Railways (MoR). The balance 13.64% of H 35,500 crore.
H 99.96 lakh contribution towards Armed
paid-up equity share capital was held by Forces Flag Day Fund (AFFDF), H 0.1128
public. Based on market capitalization of crore towards ongoing project of skill
Company, it is in the list of top 500 listed training of 500 persons with disabilities
companies as on 31st March 2022.
08
As to move towards the new fiscal, Company has posted

in addition to funding the Indian
railways, Company is looking forward to highest ever Profit
diversify into non-railway projects with a After Tax of Rs. 6,090
backward or a forward linkage with the
Indian Railways. For this, Company is
Crore.
broadening its mandate and boosting
capacity. Additionally, Company is also
looking forward to add the World Bank, I express my gratitude to customers,
New Development Bank, National Bank for shareholders, suppliers, employees,
Financing Infrastructure and Development lending institutions, stakeholders and the
(NBFID) and a number of other European Government of India for reposing their
banks to Company’s list of borrowers. confidence and trust in the Company. The
Company looks forward to their continued
With India’s transforming railway support for sustaining its excellent
landscape and evolving infrastructure, I performance levels.
consider ourselves to be fortunate that
Company is well positioned to seize the Regards,
emerging opportunities. I am confident
Sd/-
that Company will be able to achieve
(Shri Amitabh Banerjee)
strategic goals while delivering sustained Chairman & Managing Director
and compelling results in the future. DIN: 03315975
09
About us
Indian Railway Finance Corporation (NBFC-ND-IFC by RBI) is a
schedule-'A' Miniratna CPSE under the administrative control of
Ministry of Railways (MoR)
Since inception in 1986, IRFC has been

mobilising funds from domestic and
international markets for Indian Railways.
IRFC is continually broadening its
borrowing portfolio in order to appropriately
support Indian Railways' year after year.
With more than 3 decades of experience,

IRFC has made a huge contribution in the
development and growth of Indian Railways
and Railway entities including Rail Vikas
Nigam Limited (RVNL) and IRCON.
10
VISION MISSION
To be the pivotal and premier To make IRFC one of the leading
Financial Services Company for the Financial Service Companies in the
development of Rail Transport Sector country, for raising funds from the
while maintaining its symbiotic capital market at competitive cost for
relationship with the Ministry of augmenting railway plan finances,
Railways. duly ensuring that the Corporation
makes optimum profits from its
operations.
11
Business overview
IRFC a statutory body under the Ministry of Railways plays a
significant role in funding the Indian Railways -"the national
operator of railway system". Our main business is to finance the
acquisition of rolling stock assets, leasing of railway infrastructure
assets, and lending to other entities under the MoR.
Our Leasing Operations
IRFC uses a leasing approach to fund Indian Railways' Rolling stock and project assets. The normal lease term is 30 years,
with a primary component of 15 years and a secondary component of 15 years. During the primary lease period, the principal
component and interest are recovered as part of the lease. Secondary lease period assets are normally transferred to the
MoR for a nominal sum at the conclusion of the lease. We have a cost-plus leasing agreement with the Ministry of Railways,
which ensures consistent growth in our income and profitability. MoR pays half-yearly lease rentals in advance, which include
both principal repayment and interest.
Financing of Rolling Stock/ Project Assets
Lender / Bond Subscriber
Interest & Bond

principal payments
5 1 Subscription/Loan
IRFC
Lease Standard Lease Lease of

Rentals
4 Agreement 3 2 Assets
Indian Railways
Our Lending Operations
We lend funds to MoR and other Railway Entities in order to fuel their growth plan. We have provided loans to Rail Vikas Nigam Limited
(RVNL) and IRCON.
12
Our Borrowing Operations
We raise funds through various sources at lowest feasible market rate. Our source of funds include taxable and tax-free bonds issuances,
term loans from banks and financial institutions, commercial papers, external commercial borrowings and asset securitization. Due to
our strong credit ratings, we get funds at significantly low cost.
Borrowing Profile for FY 2021-22
H 1,98,479 Mn
Taxable Bonds
H 4,29,000 Mn
Rupee Term Loans
H 1,20,041.70 Mn
External Commercial Borrowing
H 11,610.1 Mn
54 EC Bonds
GREEN BORROWINGS
IRFC raised funds to the extent of USD 500 Mn through Green Bonds at
a fixed coupon of 3.57% Per annuum payable semi annually. IRFC has
become the first CPSE in the country to list its offshore bonds exclusively at
Indian stock exchanges established in the GIFT City, Gandhinagar.
IRFC raised Green/JPY Loan equivalent to USD 1.10 Bn/INR 8,274.23 Cr

comprising of two tranches of USD 700 Mn and USD 400 Mn having tenor of
10 years and 7 years respectively through Green Loan (Offshore loan)
13
Strategic priorities
Maintaining competitive cost of borrowings Borrowing mix as on 31st March, 2022 (%)
At IRFC, we focus on getting borrowings at minimum

cost which in turn enables us to provide funds to Bonds (Including 54EC)
Indian Railways at competitive rate. We raise funds 44 33 Term loan
from various sources including term loans and bonds
from domestic and international market. We raise
funds at low cost as we have strong credit ratings
and strategic relationship with the MoR.
Prudent financial management

2 Short-term loan
Our rob u s t b u s i n ess m o d e l an d o p t im u m
4
fundin g m i x e n a b le s u s t o m ait ain h e alt h y NSSF
balan ce s h e e t a n d liqu idit y p o sit io n .
17
A ddit i on a l l y, ou r co st p lu s st r at gic ap p r o ac h ECB
e nab l e s u s to regist e r su st ain e d gr o w t h
in in com e y e a r o n y e ar an d main t ain
pr ofi ta b i l i ty.
14
Diversifying Borrowing Portfolio
Since inception, we have focused on diversifying our borrowing

portfolio by including different financial instruments at cost
competitive rates and pioneering newer markets and investors.
Different financial instruments such as green bonds / loans
forms a part of our borrowing portfolio. We are also eyeing on
opportunities on getting funds from sovereign wealth funds
and pension funds as well as multilateral agencies such as the
World Bank and the Asian Development Bank. Diverse source of
funding and issuance of varied financial instrument enable us to
raise and offer funds at lowest possible cost.
Asset-liability management
We have formed an asset-liability management framework that

enable us to minimise the risks associated with liquidity and
interest rate. We undertake periodic analysis of long-term liquidity
profile of assets, liabilities, receipts and debt-service obligations.
This enables us to take timely decision regarding the time,
volume and maturity profile of borrowings and a creation of a mix
of assets and liabilities in terms of tenure and interest rate (fixed
or floating). We also emphasis on maintaining a sharp focus on
locating funding sources with long term repayment schedules
and matching them with the lease terms of Rolling Stock Assets
and Project Assets that we fund.
AUM break-up (%)
50
Advance
against Railway
Infrastructure
Assets to be
leased
48 Lease Recievables
2
Loan to
RVNL &
IRCON
15
16
FY 2018-19 18,586 FY 2018-19 11,134
(H In Crore)
(H In Crore)
Net Worth
Total Income
FY 2019-20 30,300 FY 2019-20 13,421
FY 2020-21 35,913 FY 2020-21 15,771
FY 2021-22 40,996 FY 2021-22 20,302

PAT
AUM
FY 2018-19 2,00,937 FY 2018-19 2,902
(H In Crore)
(H In Crore)
Financial highlights
FY 2019-20 2,66,111 FY 2019-20 3,192
FY 2020-21 3,62,509 FY 2020-21 4,416
FY 2021-22 4,15,238 FY 2021-22 6,090

Weighted average cost of borrowing

(%)
8.20
7.37
6.51
6.42
FY 2021-22
FY 2018-19
FY 2019-20
FY 2020-21
Funds provided to MOR

(H In Crore)
1,04,369
70,471.96
60,683.41
52,480.10
FY 2021-22
FY 2018-19
FY 2019-20
FY 2020-21
17
Corporate social responsibility

We aim to empower and aid underserved sections of society, as well
as address their needs and problems. Our efforts are focused on
making a positive impact on communities, and we seek to achieve this
through our corporate social responsibility activities. We collaborate
with government agencies and other organisations to impact people's
lives in tangible ways.
H 70.06 Crore
Required Spending in FY 21-22
H 70.06 Crore
Total Approved Projects
H 45.02 Crore
Disbursed in FY 21-22
H 38.91 Crore
Contribution to PM Cares Fund
H 3 Crore
Clean Ganga Fund
H 2 Crore
Swach Bharat Kosh
H 0.996 Crore
Contribution towards Armed
H 0.1128 Crore H 25.04 Crore
Skill training of 500 Disbursement will be made on
Forces Flag Day Fund (AFFDF) persons with disabilities receipt of bills /claims from the
implementing agencies in future
18
CSR - Handing over of Computer Navigation System
CSR - Handing over of Ambulance
CSR - Flagging off Ambulance CSR - Inauguration of Computer Navigation System
19
Indian Railway Finance Corporation of India Limited

(A Government of India Enterprise)
CIN: L65910DL1986GOI026363
Regd. Office: Room Nos 1316 - 1349, 3rd Floor, The Ashok, Diplomatic Enclave, 50-B,
Chanakyapuri, South West, New Delhi - 110021
Phone No.: 011-24100385
Website: https://irfc.co.in/, Email Id: investors@irfc.co.in
NOTICE
Notice is hereby given that the Thirty Fifth Annual General Item No. 3
Meeting (35th AGM) of Indian Railway Finance Corporation
Limited (IRFC) will be held on Friday, 23rd September, 2022 Re-appointment of Ms. Shelly Verma as a Director (Finance) by
at 3.00 p.m. (IST) through Video Conferencing/Other Audio- passing the following resolution as an Ordinary Resolution:
Visual Means (VC/OAVM) at registered office of the Company
“RESOLVED THAT Ms. Shelly Verma (DIN: 07935630), who
at Room Nos. 1316 - 1349, 3rd Floor, The Ashok, Diplomatic
retires by rotation and being eligible, be and is hereby re-
Enclave, 50-B, Chanakyapuri, New Delhi – 110021 to transact
appointed as a Director (Finance) of the Company.”
the following businesses: -
SPECIAL BUSINESS
ORDINARY BUSINESS
Item No. 4
Item No. 1
Appointment of Shri Vallabhbhai Maneklal Patel (DIN: 07713055)
To receive, consider, approve and adopt the audited financial
as Non- Official / Independent Director
statements of the Company for the financial year ended
31st March, 2022, along with the Reports of the Board of To consider and if thought fit, to pass, with or without
Directors and Auditors thereon and Comments of the Comptroller modification(s), the following resolution(s) as a Special
and Auditor General of India (CAG) by passing the following Resolution:
resolution as an Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section
“RESOLVED THAT the Audited Financial Statements of the 149,152, and other applicable provisions, if any, of the Companies
Company for the financial year ended on 31st, March, 2022 Act, 2013 (the “Act”), Companies (Appointment and Qualification
together with the Board’s Report and the Auditors’ Report of Directors) Rules, 2014, relevant applicable regulation(s)
thereon and Comments of the Comptroller and Auditor General of the SEBI (Listing Obligations & Disclosure Requirements)
of India, be and are hereby received, considered and adopted.” Regulations, 2015 (including any statutory modification(s) or
re-enactment thereof for the time being in force), the Articles of
Item No. 2
Association of the Company, Shri Vallabhbhai Maneklal Patel
Confirmation of payment of interim dividend and declaration of (DIN: 07713055) was appointed as an Additional Director (Non-
final dividend on equity shares by passing the following resolution Official/Independent Director) of the Company as per Ministry of
as an Ordinary Resolution: Railways (MoR) order no. 2019/PL/57/22 dated 9th November
2021 with effect from 10th November, 2021, holds office upto
“RESOLVED THAT the interim dividend @ 7.7% i.e., H 0.77/- the date of ensuing Annual General Meeting under Section 161
per share on 1306,85,06,000 Equity Shares of H10/- each fully of the Act and who has submitted a declaration that he meets
paid up, paid to the shareholders for the financial year 2021-22, criteria of Independence as provided under the Act and the
as per the resolution passed by the Board of Directors at their Listing Regulations be and is hereby appointed as Non- Official/
meeting held on 1st November, 2021 be and is hereby noted Independent Director of the Company, as per MoR order dated
and confirmed. 9th November, 2021, not liable to retire by rotation.
RESOLVED FURTHER THAT in terms of the recommendation RESOLVED FURTHER THAT any Director or Company
of the Board of Directors of the Company at their meeting held on Secretary be and is hereby authorized to sign and file required
20th May 2022, the approval of the Members of the Company be e-forms with Registrar of Companies, NCT of Delhi & Haryana,
and is hereby accorded for payment of final dividend @ 6.3% (i.e., Ministry of Corporate Affairs and to do all acts, deeds, matters
H 0.63/- per share) on 1306,85,60,000 Equity Shares of H 10/- each and things may be deemed necessary, proper or expedient for
fully paid up for the financial year ended 31st March 2022.” the purpose of giving effect to this resolution and for matters
connected therewith or incidental thereto.”
20
Corporate Overview | Statutory Reports | Financial Statements Notice of AGM
Item No. 5 (Non- Official/ Independent Director) of the Company as per

Ministry of Railways (MoR) order no. 2019/PL/57/22 dated 9th
Appointment of Smt. Sheela Pandit (DIN: 09403193) as Non- November 2021 with effect from 22nd November, 2021, holds
Official/Independent Director office upto the date of ensuing Annual General Meeting under
Section 161 of the Act and who has submitted a declaration that
To consider and if thought fit, to pass, with or without
she meets criteria of Independence as provided under the Act
modification(s), the following resolution(s) as a Special
and the Listing Regulations be and is hereby appointed as Non-
Resolution:
Official/ Independent Director of the Company, as per MoR order
"RESOLVED THAT pursuant to the provisions of Section dated 9th November, 2021, not liable to retire by rotation.
149,152, and other applicable provisions, if any, of the
RESOLVED FURTHER THAT any Director or Company
Companies Act, 2013 (the “Act”), Companies (Appointment
Secretary be and is hereby authorized to sign and file required
and Qualification of Directors) Rules, 2014, relevant applicable
e-forms with Registrar of Companies, NCT of Delhi & Haryana,
regulation(s) of the SEBI (Listing Obligations & Disclosure
Ministry of Corporate Affairs and to do all acts, deeds, matters
Requirements) Regulations, 2015 (including any statutory
and things may be deemed necessary, proper or expedient for
modification(s) or re-enactment thereof for the time being in
the purpose of giving effect to this resolution and for matters
force), the Articles of Association of the Company, Smt. Sheela
connected therewith or incidental thereto.”
Pandit (DIN: 09403193) was appointed as an Additional Director
By order of the Board of Directors
Sd/-
(Vijay Babulal Shirode)
Company Secretary
Place: New Delhi
Date: 11th August, 2022
21
NOTES: -
1. The Explanatory Statement pursuant to Section 102 of the investors@irfc.co.in, in case they wish to obtain the same.
Companies Act, 2013 (“the Act”) setting out material facts The said documents are available on the website of the
concerning the business under Item Nos. 4 & 5 of the Company at https://irfc.co.in/ and on the website of National
accompanying Notice, is annexed hereto. Stock Exchange of India Limited at www.nseindia.com and
BSE Limited at www.bseindia.com and also on the website
2. Pursuant to Circular Nos. 14/2020, 17/2020, 20/2020, of Central Depository Securities Limited (“CDSL”) at www.
02/2021, 19/2021, 21/2021 dated 8th April 2020, 13th April evotingindia.com.
2020, 5th May, 2020, 13 th January, 2021, 8 th December,
2021 and 14th December, 2021 followed by Circular No. The Company had published advertisements in newspapers
2/2022 dated 5th May, 2022 issued by the Ministry of to encourage shareholders, holding shares in physical
Corporate Affairs (hereinafter collectively referred to as and electronic form, to register/update their email IDs for
“MCA Circulars”) and Securities and Exchange Board of receiving the Annual Report for the financial year 2021-22.
India (“SEBI”) vide its circular no. SEBI/HO/CFD/CMD2/
CIR/P/2022/62 dated May 13, 2022 in relation to “Relaxation Those shareholders who have still not been able to update
from compliance with certain provisions of the SEBI (Listing their e-mail IDs, may follow the below process for registration
Obligations permitted the holding of the Annual General of e-mail IDs with the Company:
Meeting (“AGM”) through VC / OAVM, without the physical
• In case shares are held in Demat mode, please send
presence of the Members at a common venue. In compliance
an e-mail to irfc@beetalfinancial.com or investors@irfc.
with the MCA Circulars and SEBI Circulars the 35th AGM of
co.in quoting DP ID Client ID (16-digit DP ID + Client ID
the Company is being conducted through VC/OAVM Facility,
or 16-digit beneficiary ID), Name of holder(s), scanned
without physical presence of members at a common venue.
Hence, Members can attend and participate in the ensuing copy of client master list/demat account statement, PAN
AGM through VC/OAVM The deemed venue for the 35th Card and Aadhaar Card.
AGM shall be the Registered Office of the Company. • In case shares are held in physical mode, please send
3. Pursuant to the provisions of the Companies Act, 2013 (“Act”) an e-mail to irfc@beetalfinancial.com or investors@irfc.
a member entitled to attend and vote at the AGM is entitled co.in quoting Folio No., Name, scanned copy of Share
to appoint a proxy to attend and vote on his / her behalf and certificate (front & back), PAN Card and Aadhaar Card.
the proxy need not be a Member of the Company. Since the
6. All Members of the Company including Institutional/
35th AGM is being held pursuant to the MCA Circulars and
Corporate Investors are encouraged to attend the AGM and
SEBI Circulars through VC / OAVM, physical attendance of
vote on items to be transacted at the AGM. All Institutional
Members has been dispensed with.
/ Corporate shareholders (i.e., other than individuals, HUF,
Accordingly, the facility for appointment of proxies by the NRI, etc.) are requested to send a certified copy of the Board
Members will not be available for the AGM and hence the or governing body resolution / authorization letter authorizing
Proxy Form, Attendance Slip and route map of the AGM their representative to attend the AGM through VC / OAVM
are not annexed to this Notice. However, in pursuance of on their behalf and to vote through remote e-Voting. The
Section 112 and Section 113 of the Act, representatives of said resolution/ authorization shall be sent to the Scrutinizer
the Members such as the President of India or the Governor through e-mail at csdelhi84@gmail.com with a copy marked
of a State or body corporate may be appointed for the to helpdesk.evoting@cdslindia.com.
purpose of casting vote through remote e-Voting prior to
7. The Company has fixed Friday, 16th September, 2022 as
the AGM, participation in the 35th AGM through VC/OAVM
the Cut-off date for determining the eligibility to vote in respect
Facility and for electronic voting during the AGM.
of items of business to be transacted at the 35th AGM.
4. Attendance of the Members participating in the 35th AGM
Any person holding shares in physical form and non-
through VC/OAVM Facility shall be counted for the purpose
individual shareholders who acquires shares of the Company
of reckoning the quorum under Section 103 of the Act.
and becomes a Member of the Company after sending
5. In line with the MCA Circulars and SEBI Circular referred of the Notice and is holding shares as on the cut-off date,
above, the Notice of the 35th AGM along with Annual Report may obtain the login ID and password by sending a request
is being sent by e-mail to all members, whose e-mail IDs are at helpdesk.evoting@cdslindia.com. However, if he / she
registered with the Company. However, the Shareholders of is already registered with CDSL for remote e-voting, then
the Company may request physical copy of the Notice and he / she can use his / her existing user ID and password
Annual Report from the Company by sending a request at for casting the vote. Any shareholder who disposes off his
22
shareholding such that he/she is not a member as on the cut- voting thereafter.
off date should treat this Notice for information purposes only.
Members may join the 35th AGM through VC/OAVM, which
The voting rights of Members shall be in proportion to their shall be kept open for the Members from Friday, 23rd
shares in the paid-up equity share capital of the Company September, 2022 i.e., 15 minutes before the scheduled start
as on the cut-off date. time and the Company may close the window for joining the
VC/OAVM facility 15 minutes after the scheduled start time
8. The Register of Members and Share Transfer Books of on date of AGM.
the Company will remain closed from Monday, 19th
September, 2022 to Thursday, 22nd September, 2022 Please refer to detailed instructions for remote e-voting,
(both days inclusive). attending the 35th AGM through VC/OAVM and electronic
voting during the AGM as mentioned in point No 27. of
9. M/s Akhil Rohatgi & Company, Company Secretaries, New Notes. The facility of participation at AGM through VC/OAVM
Delhi has been appointed as the Scrutinizer to scrutinize the will be made available for 1000 members on first come first
votes cast through e-voting by the shareholders in respect serve basis.
of items of business to be transacted at the 35th AGM, in a
fair and transparent manner. 12. In pursuance of Article 114 of the Articles of Association of
the Company read with Section 123 of the Companies Act,
10. The Company’s Registrar and Transfer Agents for its 2013 and Companies (Declaration and Payment of Dividend)
share registry work (Physical and Electronic) is M/s. Rules, 2014, as amended from time to time, Board of
Beetal Financial & Computer Services (P) Ltd. (herein Directors, in their meeting held on 01st November 2021, had
after referred to as “R &TA”). All documents, transfers, declared the Interim Dividend @ 7.7% i.e., H 0.77/- per equity
dematerialization requests and other communications share having face value of H 10/- each for F.Y. 2021-22, which
in relation thereto should be addressed directly to the was paid on 23rd November 2021. Members who have not
Company’s Registrar & Share Transfer Agents, at the received/encashed their dividend warrants within its validity
address mentioned below: period may write to the Company at its Registered Office or
to the R&TA of the Company, for revalidating the warrants
M/s. Beetal Financial & Computer Services (P) Ltd.
or payment in lieu of such warrants in the form of demand
(Unit: Indian Railway Finance Corporation Limited)
draft or direct credit to bank by furnishing documents to RTA
Beetal House, 3rd Floor, 99 Madangir,
Agent at their email id: irfc@beetalfinancial.com.
Behind local Shopping Centre,
Near Dada Harsukhdas Mandir, Further, the final dividend, as recommended by the Board
New Delhi- 110062 of Directors, if approved at the AGM, payment of such
Phone- 91-11-2996 1281-83 dividend, subject to deduction of tax at source, will be made
Fax- 91-11-2996 1284 within 30 days of the AGM as under:
Email: irfc@beetalfinancial.com
Website: www.beetalfinancial.com i. Beneficial Owners in respect of shares held in
dematerialized form as per the data as may be made
11. In compliance with provisions of MCA Circulars and SEBI available by the National Securities Depository Limited
Circular referred above, Section 108 of the Companies Act, (“NSDL”) and the Central Depository Services (India)
2013 read with Rule 20 of the Companies (Management and Limited (“CDSL”), collectively “Depositories”, as at the end
Administration) Rules, 2014, Regulation 44 of SEBI (LODR) of business hours on Friday, 16th September, 2022.
Regulations, 2015 and Secretarial Standards on General
Meetings issued by ICSI, the Company is offering e-voting ii. Members in respect of shares held in physical form
facility to the shareholders to enable them to cast their votes (after giving effect to valid transmission or transposition
electronically on the items mentioned in the Notice. Those requests lodged with the Company, if any) as at the end
Shareholders who do not opt to cast their vote through of business hours on Friday, 16th September, 2022.
remote e-voting, may cast their vote through electronic
voting system during the AGM. Pursuant to Finance Act, 2020, dividend income will be
taxable in the hands of the shareholders w.e.f. April 1, 2020,
CDSL will be providing facility for remote e-voting, and the Company will be required to deduct tax at source
participation in the 35th AGM through VC/OAVM and (“TDS”) from dividend paid to the Members at prescribed
voting during the 35th AGM through electronic voting rates in the Income Tax Act, 1961 (“the IT Act”). In order
system. The remote e-voting period begins on Tuesday, to enable compliance with TDS requirements in respect of
20th September, 2022 at 9:00 AM (IST) and ends on dividends declared by the Company in future, members are
Thursday, 22nd September, 2022 at 5:00 PM (IST). requested to submit Form 15G/15H on annual basis and
The remote e-voting module shall be disabled by CDSL for update details about their Residential Status, PAN, Category
23
as per the IT Act with their Depository Participants or in case 16. Members who have not received/encashed their dividend
of shares held in physical form, with the Company / R&TA, warrants within its validity period may write to the Company
so that tax at source, if any as per applicable rates and at its Registered Office or to the R&TA of the Company,
residential status, may be deducted in respect of dividend for revalidating the warrants or payment in lieu of such
payments made by the Company in future. Shareholders are warrants in the form of demand draft or direct credit to bank
requested to note that in case their PAN is not registered, the by furnishing documents to RTA Agent at their email id
tax will be deducted at a higher rate of 20%. irfc@beetalfinancial.com.
Non-resident shareholders [including Foreign Institutional 17. Members are requested to note that, dividends if not
Investors (FIIs) / Foreign Portfolio Investors (FPIs)] can avail encashed for a consecutive period of seven (7) years
beneficial rates under tax treaty between India and their country from the date of transfer to Unpaid Dividend Account of
of tax residence, subject to providing necessary documents the Company, are liable to be transferred to the Investor
i.e. No Permanent Establishment and Beneficial Ownership Education and Protection Fund (“IEPF”). The shares in
Declaration, Tax Residency Certificate, Form 10F, any other respect of such unclaimed dividends are also liable to be
document which may be required to avail the tax treaty benefits. transferred to the demat account of the IEPF Authority. In
view of this, Members are requested to claim their dividends
13. The Securities and Exchange Board of India has mandated from the Company, within the stipulated timeline.
the submission of Permanent Account Number (PAN) by
every participant in securities market. Members holding 18. Pursuant to Regulation 36(3) of the SEBI Listing Regulations
shares in electronic form who have not done so are and Secretarial Standard on General Meeting (SS-2) issued
by the Institute of Company Secretaries of India, the brief
requested to submit the PAN to their Depository Participant
resume of Ms. Shelly Verma (DIN: 07935630), Director
with whom they are maintaining their demat accounts.
Finance retiring by rotation and seeking re-appointment
Members holding shares in physical form can submit their
under aforesaid Item No. 3; and Shri Vallabhbhai Maneklal
PAN details to RTA.
Patel (DIN: 07713055) & Smt. Sheela Pandit (DIN: 09403193)
14. As directed by SEBI, Members are requested to: Non-official/Independent Director seeking appointment
under Item No. 4 & 5 respectively, in accordance with
I. Intimate to the DP, changes if any, in their registered applicable provisions of the Articles of Association of the
addresses and/or changes in their bank account details, Company, is annexed hereto and forms part of this Notice.
if the shares are held in dematerialized form.
19. Pursuant to Section 143(5) of the Act, the Auditors of a
II. Intimate to the Company’s RTA, changes if any, in their Government Company shall be appointed or re-appointed
registered addresses, in their bank account details, if by the Comptroller and Auditor General of India (C&AG) and
the shares are held in physical form (share certificates). in terms of Sub-section (1) of Section 142 of the Act, their
remuneration has to be fixed by the Company in the meeting
III. Consolidate their holdings into one folio in case they hold or in such manner as the Company in General Meeting
Shares under multiple folios in the identical order of names. may determine. The Members of your Company in its 33rd
meeting held on 30th September, 2020 had authorised the
15. As SEBI has made usage of electronic payment modes
Board of Directors to fix remuneration of Statutory Auditors.
for making cash payments to the investors mandatory,
Accordingly, the Board of Directors fix the remuneration of
therefore members are advised to submit their National
the Statutory Auditors every year.
Electronic Clearing System (NECS)/National Electronic
Fund Transfer (NEFT)/ Direct Credit mandates or changes 20. SEBI encourages all shareholders to hold their shares
therein, to enable the Company to make payment of in dematerialized form as this eliminates the possibility
dividend by means of NECS/ NEFT/ Direct Credit/Warrants. of damage/loss of physical share certificate(s) & cases
Shareholders holding shares in physical form may send the of forgery and facilitates the ease and convenience of
NECS/NEFT/ Direct Credit to R&TA at the address i.e., M/s. paperless trading of shares.
Beetal Financial & Computer Services (P) Ltd. Beetal House,
3rd Floor, 99 Madangir, Behind local Shopping Centre, Near Further, no stamp duty is payable on transfer of shares
Dada Harsukhdas Mandir, New Delhi- 110062 and to their held in Demat form. It is also pertinent to mention that as
email id: irfc@beetalfinancial.com. Shareholders holding per Regulation 40 of SEBI Listing Regulations, as amended,
shares in electronic form may send the NECS/NEFT/Direct request for effecting transfer, transmission and transposition
Credit Mandate Form directly to their Depository Participant of securities shall not be processed unless the securities
are held in the dematerialized form with a depository.
(DP). Those who have already furnished the NECS/NEFT/
Accordingly, we request you to convert your shareholdings
Direct Credit Mandate Form to the Company / R&TA / DP
from physical form to demat form at the earliest, in existing
with complete details need not send it again.
demat account or new demat account to be opened with
24
any Depository Participant (DP). Accordingly, Members are 24. Members desirous of making a nomination in respect of
requested to make service requests by submitting a duly their shareholding in the Company, as permitted under
filled and signed Form ISR – 4 introduced by SEBI. Section 72 of the Companies Act, 2013, are requested to
write to the R&TA of the Company at irfc@beetalfinancial.
21. SEBI vide its Circular dated 3rd November, 2021, has com in Form SH-13 as prescribed in the Companies (Share
reiterated that it is mandatory for all holders of physical Capital and Debentures) Rules, 2014. In case of shares
securities to furnish their PAN as well as KYC to the RTA held in dematerialized form, the nomination form has to be
(Registrar and Share Transfer Agent) of the Company in lodged directly with the respective DP.
respect of all concerned Folios and the Folios wherein
even any one of the PAN, Address with PIN Code, Email 25. The Register of Directors and Key Managerial Personnel
address, Mobile Number, Bank Account details, Specimen (KMP) and their shareholding maintained under Section
Signature and Nomination by holders of physical securities 170 of the Companies Act, 2013, Register of contracts and
are not available on or after April 01, 2023, shall be frozen arrangements in which Directors are interested maintained
by the RTA. SEBI has introduced Form ISR-1 alongwith other under Section 189 of the Companies Act, 2013 and all other
relevant forms to lodge any request for registering PAN, KYC documents referred to in the Notice, will be available for
details or any change/ updation thereof. inspection through electronic mode, without any fee, by the
members from the date of circulation of this Notice, up to the
In terms of the aforesaid SEBI Circular, effective from date of AGM i.e., Friday, 23rd September, 2022. Members
1st January 2022, any service requests concerning desiring for inspection of said documents are requested to
transmission, transposition, sub-division, consolidation of send an e-mail to the Company at investors@irfc.co.in.
shares or any other related matter or complaints received
from the member, are not processed by RTA till the aforesaid 26. Members desirous of getting any information on any item(s)
details/ documents are provided to RTA. of business of this meeting are requested to send an
e-mail mentioning their name, demat account number/folio
22. Members who hold shares in electronic mode are requested number, email id, mobile number to investors@irfc.co.in at
to send all correspondence concerning transmission, least seven days prior to the date of the AGM and the same
transposition, sub-division, consolidation of shares or any will be replied by the Company suitably.
other related matter and/or change in address or bank
account, to their respective Depository Participants. 27. The Instructions for remote e-voting, attending the 35th AGM
through VC/OAVM and electronic voting during the AGM are
23. In case of joint holders, the Member whose name appears as the as under:
first holder in the order of names as per the Register of Members
of the Company will be entitled to vote during the AGM. (A) THE INTRUCTIONS OF SHAREHOLDERS FOR
REMOTE E-VOTING AND E-VOTING DURING AGM
The Interim Dividend declared for the financial year 2020-21 AND JOINING MEETING THROUGH VC/OAVM
would be due for transfer to IEPF on 14th April, 2028 and ARE AS UNDER:
Interim Dividend declared for the financial year 2021-22
would be due for transfer to IEPF on 05th January, 2029. i. The voting period begins on Tuesday, 20th
Members, who have not claimed the Unpaid Interim Dividend September, 2022 at 9:00 AM (IST) and ends on
so far, are requested to make their claim to the Company’s Thursday, 22nd September, 2022 at 5:00 PM (IST).
Registrar & Transfer Agents (R & T Agents). During this period shareholders of the Company,
holding shares either in physical form or in
Pursuant to the provisions of the Companies Act, 2013 dematerialized form, as on the cut-off date may
and Investor Education and Protection Fund Authority cast their vote electronically. The e-voting module
(Accounting, Audit, Transfer and Refund) Rules, 2016, the shall be disabled by CDSL for voting thereafter.
requisite details of unpaid and unclaimed amounts lying with
the Company has been uploaded on Company’s website ii. The Members who have cast their vote by remote
e-Voting prior to the AGM may attend / participate
(https://irfc.co.in/).
in the AGM through VC / OAVM but shall not be
Members may please note that in the event of transfer of such entitled to cast their vote on such resolution again.
shares and the unclaimed dividends to IEPF, members are
iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/
entitled to claim the same from IEPF authorities by submitting
CMD/CIR/P/2020/242 dated December 9, 2020,
an online application in the prescribed Form IEPF-5 available
under Regulation 44 of Securities and Exchange
on the website www.iepf.gov.in and sending a physical copy
Board of India (Listing Obligations and Disclosure
of the same duly signed to the Company along with the
Requirements) Regulations, 2015, listed entities
requisite documents enumerated in the Form IEPF- 5.
are required to provide remote e-voting facility to
25
its shareholders, in respect of all shareholders’ websites of Depositories/ Depository

resolutions. However, it has been observed that Participants. Demat account holders would be
the participation by the public non-institutional able to cast their vote without having to register
shareholders/retail shareholders is at a negligible again with the ESPs, thereby, not only facilitating
level. seamless authentication but also enhancing
ease and convenience of participating in e-voting
Currently, there are multiple e-voting service process.
providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on iv. In terms of SEBI circular no. SEBI/HO/CFD/
various ESPs and maintenance of multiple user IDs CMD/CIR/P/2020/242 dated December 9, 2020
and passwords by the shareholders. on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat
In order to increase the efficiency of the voting mode are allowed to vote through their Demat Accounts
process, pursuant to a public consultation, it has with Depository Participants or Direct registration with
been decided to enable e-voting to all the demat Depositories. Shareholders are advised to update their
account holders, by way of a single login mobile number and email Id in their demat accounts in
credential, through their demat accounts/ order to access e-Voting facility.
Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders
holding securities in Demat mode is given below:
Type of
Login Method
shareholders
Individual 1) Users of who have opted for CDSL’s Easi / Easiest facility, can login through their existing
Shareholders user id and password. Option will be made available to reach e-Voting page without any
holding securities in further authentication. The URLs for users to login to Easi / Easiest are https://web.cdslindia.
Demat mode with com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New
CDSL System Myeasi.
2) After successful login the Easi / Easiest user will be able to see the e-Voting Menu. On
clicking the e-voting menu, the user will be able to see his/her holdings along with links
of the respective e-Voting service provider i.e. CDSL/ NSDL/ KARVY/ LINK INTIME as per
information provided by Issuer / Company. Additionally, we are providing links to e-Voting
Service Providers, so that the user can visit the e-Voting service providers’ site directly.
3) If the user is not registered for Easi/Easiest, option to register is available at https://web.
cdslindia.com/myeasi./Registration/ EasiRegistration.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number
and PAN No. from a link in www.cdslindia.com home page. The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be provided links for the respective ESP where the
e-Voting is in progress during or before the AGM.
26
Type of
Login Method
shareholders
Individual 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
Shareholders NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either
holding securities on a Personal Computer or on a mobile. Once the home page of e-Services is launched,
in demat mode with click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section.
NSDL A new screen will open. You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
e-Voting services and you will be able to see e-Voting page. Click on company name or
e-Voting service provider name and you will be re-directed to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.
nsdl.com/SecureWeb/IdeasDirectReg.jsp.
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://
www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have to enter your User
ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and
a Verification Code as shown on the screen. After successful authentication, you will be
redirected to NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining virtual
meeting & voting during the meeting.
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After successful login, you will be
(holding securities able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/
in demat mode) CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
login through Click on company name or e-Voting service provider name and you will be redirected to e-Voting
their Depository service provider’s website for casting your vote during the remote e-Voting period or joining
Participants virtual meeting & voting during the meeting.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through
Depository i.e., CDSL and NSDL
Login type Helpdesk details

Individual Members facing any technical issue in login can contact CDSL helpdesk by sending a request
Shareholders at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
holding securities in
Demat mode with
CDSL
Individual Members facing any technical issue in login can contact NSDL helpdesk by sending a request
Shareholders at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30.
holding securities in
Demat mode with
NSDL
27
(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders & physical
shareholders.
1. The shareholders should log on to the e-voting website www.evotingindia.com.
2. Click on “Shareholders” module.
3. Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4. Next enter the Image Verification as displayed and Click on Login.
5. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting
of any company, then your existing password is to be used.
6. If you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical
Form
PAN Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)
• Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Details OR Date of demat account or in the company records in order to login.
Birth (DOB) • If both the details are not recorded with the depository or company, please enter the
member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
(vi) After entering these details appropriately, click on “YES/NO” for voting. Select the option YES or NO
“SUBMIT” tab. as desired. The option YES implies that you assent
to the Resolution and option NO implies that you
(vii) Shareholders holding shares in physical form will dissent to the Resolution.
then directly reach the Company selection screen.
However, shareholders holding shares in demat (xi) Click on the “RESOLUTIONS FILE LINK” if you wish
form will now reach ‘Password Creation’ menu to view the entire Resolution details.
wherein they are required to mandatorily enter their
login password in the new password field. Kindly (xii) After selecting the resolution, you have decided
note that this password is to be also used by the to vote on, click on “SUBMIT”. A confirmation box
demat holders for voting for resolutions of any will be displayed. If you wish to confirm your vote,
other company on which they are eligible to vote, click on “OK”, else to change your vote, click on
provided that company opts for e-voting through “CANCEL” and accordingly modify your vote.
CDSL platform. It is strongly recommended not to
(xiii) Once you “CONFIRM” your vote on the resolution,
share your password with any other person and take
you will not be allowed to modify your vote.
utmost care to keep your password confidential.
(xiv) You can also take a print of the votes cast by
(viii) For shareholders holding shares in physical form,
clicking on “Click here to print” option on the Voting
the details can be used only for e-voting on the
page.
resolutions contained in this Notice.
(xv) If a demat account holder has forgotten the login
(ix) Click on the EVSN for the relevant <Company
password then Enter the User ID and the image
Name> on which you choose to vote.
verification code and click on Forgot Password &
(x) On the voting page, you will see “RESOLUTION enter the details as prompted by the system.
DESCRIPTION” and against the same the option
28
(xvi)
Facility for Non – Individual Shareholders and 3. Shareholders who have voted through Remote
Custodians –Remote Voting e-Voting will be eligible to attend the meeting.
However, they will not be eligible to vote at the
• Non-Individual shareholders (i.e. other than AGM.
Individuals, HUF, NRI etc.) and Custodians are
required to log on to www.evotingindia.com 4. Shareholders are encouraged to join the Meeting
and register themselves in the “Corporates” through Laptops / IPads for better experience.
module.
5. Further shareholders will be required to allow
• A scanned copy of the Registration Form Camera and use Internet with a good speed to
bearing the stamp and sign of the entity should avoid any disturbance during the meeting.
be emailed to helpdesk.evoting@cdslindia.
com. 6. Please note that Participants Connecting from
Mobile Devices or Tablets or through Laptop
• After receiving the login details a Compliance connecting via Mobile Hotspot may experience
User should be created using the admin login Audio/Video loss due to Fluctuation in their
and password. The Compliance User would be respective network. It is therefore recommended to
able to link the account(s) for which they wish use Stable Wi-Fi or LAN Connection to mitigate any
to vote on. kind of aforesaid glitches.
• The list of accounts linked in the login should 7. Shareholders who would like to express their views/
be mailed to helpdesk.evoting@cdslindia.com ask questions during the meeting may register
and on approval of the accounts they would be themselves as a speaker by sending their request in
able to cast their vote. advance at least 7 days prior to meeting mentioning
their name, demat account number/folio number,
• A scanned copy of the Board Resolution and email id, mobile number at (company email id). The
Power of Attorney (POA) which they have shareholders who do not wish to speak during the
issued in favour of the Custodian, if any, should AGM but have queries may send their queries in
be uploaded in PDF format in the system for advance 7 days prior to meeting mentioning their
the scrutinizer to verify the same. name, demat account number/folio number, email
id, mobile number at investors@irfc.co.in. These
• Alternatively Non Individual shareholders are
queries will be replied by the company suitably by
required to send the relevant Board Resolution/
email. The Company reserves the right to restrict
Authority letter etc. together with attested
the number of questions and number of speakers,
specimen signature of the duly authorized
depending on the availability of time for the AGM.
signatory who are authorized to vote, to the
Scrutinizer at csdelhi84@gmail.com and 8. Those shareholders who have registered
to the Company at the email address viz; themselves as a speaker will only be allowed
investors@irfc.co.in, if they have voted from to express their views/ask questions during the
individual tab & not uploaded same in the meeting.
CDSL e-voting system for the scrutinizer to
verify the same. 9. Only those shareholders, who are present in
the AGM through VC/OAVM facility and have not
(B) INSTRUCTIONS FOR SHAREHOLDERS ATTENDING casted their vote on the Resolutions through remote
THE AGM THROUGH VC/OAVM & E-VOTING e-Voting and are otherwise not barred from doing
DURING MEETING ARE AS UNDER: so, shall be eligible to vote through e-Voting system
available during the AGM.
1. The procedure for attending meeting & e-Voting
on the day of the AGM is same as the instructions 10. If any Votes are cast by the shareholders through the
mentioned above for Remote e-voting. e-voting available during the AGM and if the same
shareholders have not participated in the meeting
2. The link for VC/OAVM to attend meeting will
through VC/OAVM facility, then the votes cast by such
be available where the EVSN of Company will
shareholders shall be considered invalid as the facility
be displayed after successful login as per the
of e-voting during the meeting is available only to the
instructions mentioned above for Remote e-voting.
shareholders attending the meeting.
29
If you have any queries or issues regarding attending 2. For Demat shareholders - please provide Demat
AGM & e-Voting from the CDSL e-Voting System, account details (CDSL-16-digit beneficiary ID or NSDL-
you can write an email to helpdesk.evoting@ 16-digit DPID + CLID), Name, client master or copy of
cdslindia.com or contact at 022- 23058738 and Consolidated Account statement, PAN (self-attested
022-23058542/43. scanned copy of PAN card), AADHAR (self-attested
scanned copy of Aadhar Card) to RTA email id at irfc@
All grievances connected with the facility for beetalfinancial.com.
voting by electronic means may be addressed to
Mr. Rakesh Dalvi, Manager, Central Depository 29. The Scrutinizer shall, after the conclusion of the electronic
Services (India) Limited, A Wing, 25th Floor, voting during the AGM, assess the votes cast at the meeting
Marathon Futurex, Mafatlal Mill Compounds, N M through electronic voting system, thereafter unblock the
Joshi Marg, Lower Parel (East), Mumbai - 400013 votes cast through remote e-voting and make a consolidated
or send an email to helpdesk.evoting@cdslindia. Scrutinizer’s Report not later than 48 hours of conclusion of
com or call on 022-23058542/43. AGM and submit the same to the Chairman of the Meeting. or
a person authorised by him in writing, who shall countersign
28.
Process for those Shareholders whose email the same.
addresses are not registered with the Depositories
for obtaining Login Credentials for e-voting for the 30. The results of the voting indicating the number of votes cast
resolutions proposed in this notice: in favour or against each of the Resolution(s), invalid votes
and whether the Resolution(s) have been carried out or not,
1. For Physical shareholders- please provide necessary together with the Scrutinizer’s Report, will be uploaded on
details like Folio No., Name of shareholder, scanned the website of the Company (https://irfc.co.in/) and on CDSL
copy of the share certificate (front and back), PAN (self- website (www.evotingindia.com) and will also be submitted
attested scanned copy of PAN card), AADHAR (self- to BSE Limited and National Stock Exchange of India Limited
attested scanned copy of Aadhar Card) by email to RTA within the prescribed time. Further, the Resolution(s), if
email id at irfc@beetalfinancial.com passed by requisite majority, shall be deemed to be passed
on the date of 35th AGM.
30
Annexure to the Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 4 & 5 Shri Vallabhbhai Maneklal Patel, and Smt. Sheela Pandit have
given a declaration that they meet the criteria of Independence
Ministry of Railways vide its Order No. 2019/PL/57/22 dated 09th as provided in Section149(6) of the Companies Act, 2013 and
November 2021 has conveyed that the President of India has SEBI (LODR) Regulations, 2015.
approved the appointment of Shri Vallabhbhai Maneklal Patel,
and Smt. Sheela Pandit, as Non-Official/Independent Directors Brief profile of Shri Vallabhbhai Maneklal Patel, and Smt. Sheela
on the Board of Indian Railway Finance corporation Limited Pandit pursuant to Regulation 36 of SEBI (Listing Obligations and
(IRFC) for a period of three years with immediate effect or until Disclosure Requirements) Regulations, 2015 and the Secretarial
further orders, whichever is the earliest. Standards on General Meetings (SS-2), is given as Annexure to
this Notice.
Further, as per the provision of SEBI (LODR) Regulations, 2015
the appointment, re-appointment or removal of an independent In view of above, the Board of Directors of the Company
director of a listed entity, shall be subject to the approval of (“Board”), proposes to seek approval of the Members of the
shareholders by way of a special resolution. Company for appointment of Shri Vallabhbhai Maneklal Patel
(DIN: 07713055), and Smt. Sheela Pandit (DIN: 09403193), as
Accordingly, approval of the members is required by way of Non-official/Independent Directors on the Board, as set out in
special resolution for the appointment of Shri Vallabhbhai Item No. 4 & 5 of this Notice.
Maneklal Patel (DIN: 07713055), and Smt. Sheela Pandit (DIN:
09403193), as Non-Official/Independent Directors on the Except Shri. Vallabhbhai Maneklal Patel and Smt. Sheela Pandit
Board, who have been appointed as Additional Directors w.e.f. being the proposed appointees, none of the Directors or Key
November 10, 2021 and November 22, 2021 respectively, as Managerial Personnel or their relatives do not have any concern or
per MoR order dated 9th November, 2021, not liable to retire by interest, financial or otherwise, in passing of the said Resolution,
rotation. except to the extent of their shareholding in the Company.
By order of the Board of Directors
Sd/-
(Vijay Babulal Shirode)
Company Secretary
Place: New Delhi
Date: 11th August, 2022
31
Annexure to the Notice

DETAILS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING
[PURSUANT TO REGULATION 36(3) OF THE SEBI LISTING REGULATIONS AND SECRETARIAL STANDARDS
ON GENERAL MEETINGS]
Name of Director Ms. Shelly Verma Shri Vallabhbhai Maneklal Patel Smt. Sheela Pandit
DIN 07935630 07713055 09403193
Date of Birth/Age 13th April, 1965 6th January, 1969 4th May, 1985
Date of 1st September, 2020 10th November, 2021 22nd November, 2021
Appointment
Qualifications Bachelor’s degree in Bachelor’s degree of Commerce from Master’s in Business
Commerce from the Gujarat University Administration in Human
University of Delhi and is Resource (MBA) and
also a fellow member of Bachelor’s degree of Arts
the Institute of Chartered (History) & Bachelor’s
Accountants of India (ICAI). Degree of Education (B. ED)
Expertise in specific She has more than 30 years’ Associated with Shri Ganesh Ginning & She possesses specialization
Functional areas experience in Power Sector Pressing Factory since 1998 and having in the field of Management.
Financing. Prior to her a vast experience in managing the affairs Further, she has also
appointment to IRFC Board, of the organization and knowledge of been into the teaching
she has served in various industry. He represents on various forums profession and worked in
capacities, including, most like FICCl, Cotton Ginning and Pressing various institutes such as
recently, as Executive Association etc. Also engaged into various Sunrise Convent School,
Director (Finance) with the educational and Philanthropic activities and Vishakahapatnam; ZB
Power Finance Corporation acting as Chairman and Secretary of Sarva Zakaria English High
Limited. Vidyalaya Kelvani Mandal. Presently, acting School, Maharashtra; Ishan
as President of Kadi Sarva Vishwavidyalaya, International School, Patna
Gandhinagar, Chairman of Kava Patidar and Kendraliya Vidyalaya,
Kelvani Uttejak Mandal and a Director of Danapur. She is a social
Sarva Vidyalaya Innovation Foundation a activist and active in social
Section 8 Company. He has also been the and philanthropic activities.
Vice Chairman of Kadi Nagrik Sahakari Bank
Limited from year 2002 to 2005. Member of
Advisory Board of the Kalupur Commercial
Cooperative Bank Limited, Gandhinagar.
Directorship held Nil Sarva Vidyalaya Innovation Foundation Nil
in other Companies
Membership/ Nil Nil Nil
Chairmanship
of Committees
across all Public
Companies other
than IRFC
Relationships There is no inter-se There is no inter-se relationship with any There is no inter-se
between Directors relationship with any other other Director of the Company. relationship with any other
inter-se Director of the Company. Director of the Company.
Number of equity Nil Nil Nil
shares held in the
Company
For details regarding the number of meetings of the Board/Committees attended by the above Director during the year and remuneration
drawn/sitting fees received, please refer to the Boards’ Report and the Corporate Governance Report forming part of the Annual
Report.
32
Corporate Overview | Notice of AGM | Financial Statements Statutory Reports
Directors’ Report
Dear Shareholders,
Your directors have the pleasure in presenting the 35th Annual Report of the Company along with the Audited Financial Statements,
Auditor’s Report and review of the Accounts by the Comptroller & Auditor General of India for the financial year ended 31st March
2022.
1. Financial Highlights
The highlights of financial performance of your Company for the year ended 31st March 2022 in comparison to the year ended
31st March 2021 are summarized below:
(H In Million)
Year ended Year ended
Particulars
31-03-2022 31-03-2021
I. Revenue from operations 2,02,982.68 1,57,702.21
II. Dividend Income 9.96 2.51
III. Other income 23.33 3.90
IV. Total Revenue (I+II+III) 2,03,015.97 1,57,708.62
V. Expenses
Finance costs 1,40,747.82 1,12,370.53
Impairment on financial instruments 4.61 27.15
Employee benefit expense 107.48 78.47
Depreciation and amortization expense 140.25 44.32
Other expenses 1,114.26 1,026.84
Total Expenses 1,42,114.42 1,13,547.31
VI. Profit before tax (IV-V) 60,901.55 44,161.31
VII. Tax expense:
(1) Current tax -
(2) Adjustment for Earlier Years 3.19 -
(3) Deferred tax -
Total Taxes 3.19 -
VIII. Profit (Loss) for the current Year from continuing operations (VI-VII) 60,898.36 44,161.31
IX. Other Comprehensive Income (5.00) 14.76
Revenue from operations of your Company has increased introduced by the Taxation Laws (Amendment) Ordinance,
by H 45,280.47 million from H 1,57,702.21 million in 2020- 21 2019 dated 20th September, 2019. The Company’s taxable
to H 2,02,982.68 million in 2021-22 , showing a growth of income was nil and it did not have to pay Minimum Alternate
28.71 %. Tax (MAT) with reference to its Book Profit. MAT payable
u/s 115 JB was outside the ambit of the Section 115 BAA.
Profit before Tax (PBT) of your Company for the year ended Thus, on adoption of Section 115 BAA of the Income Tax Act,
31st March 2022 was H 60,901.55 million as compared to 1961, the Company was outside the scope and applicability
H 44,161.31 million for the previous year, registering a growth of MAT provisions and there was a zero-tax liability in the
of 37.91%. financial year 2021-22.
Company has not made any provision for tax in its books Profit After Tax for the year ending 31st March 2022 was
pursuant to its decision to exercise the option of lower tax H 60,898.36 million as compared to H 44,161.31 million for
rate permitted u/s 115BAA of the Income Tax Act, 1961, as the previous year, registering a healthy growth of 37.90%.
33
2. Dividend & Reserves profit before payment of dividend. RBI granted exemption
to Government NBFCs from compliance of provisions
2.1 Dividend of Section 45 – IC of the RBI Act, 1934. However, the
exemption has been withdrawn by RBI w.e.f. 31st May 2018.
Your Company seeks to strike a judicious balance between
the return to the shareholders and retaining a reasonable Accordingly, 20% of the net profit of the Company amounting
portion of the profit to maintain a healthy financial leverage to H 12,179.67 Million had been transferred to Reserve Fund
with a view to supporting and sustaining future borrowings u/s Section 45 – IC of RBI Act, 1934.
and growth.
Out of the remaining amount of profit, the sum of H 38,661.55
Board of Directors, in their meeting held on 01st November Mn has been kept in Retained Earnings after meeting a sum
2021, had declared the Interim Dividend @ 7.7% i.e., H 10,062.75 Mn towards Interim Dividend for FY 2021-22.
H 0.77/- per equity share having face value of H 10/- each for
3. Share Capital
F.Y. 2021- 22, which was paid on 23rd November 2021.
As on 31st March 2022, the Authorized Share Capital of the
Further, the Board of Directors in its meeting held on 20th
Company was H 25,000 crore, consisting of 25,000,000,000
May 2022 has also recommended a Final Dividend @ 6.3%
crore Equity Shares of H 10/- each. The Issued and Paid-
i.e., H 0.63/- per equity share having face value of H 10/-
Up Share Capital of the Company was H 13,068.506 crore,
each, which is subject to approval of the shareholders at
consisting of 13,068,506,000 Equity Shares of H 10/- each.
the ensuing Annual General Meeting. If approved, the total
dividend for the financial year 2021-22 would amount to As on 31st March 2022, 86.36% of the paid-up equity share
H 1.4/- per equity share of H 10/- each. The total dividend pay- capital of the Company comprising of 11,28,64,37,000
out for the financial year 2021-22, including the proposed Equity Shares of H 10/- each were held by President of
Final Dividend, would amount to H 1,829.60 crore.
India acting through administrative ministry i.e., Ministry
As per regulation 43A of the SEBI (Listing Obligations and of Railways (MoR). The balance 13.64% of paid-up equity
Disclosure Requirements) Regulations, 2015 (the Listing share capital was held by public. During the period under
Regulations), the top 500 listed companies shall formulate review there is no change in authorized and paid-up share
a Dividend Distribution Policy. Accordingly, the policy was capital of the Company.
adopted to set out the parameters and circumstances that
Based on market capitalization of Company, it is in the list of
will be taken into account by the Board in determining the
top 500 listed companies as on 31st March 2022.
distribution of dividend to its shareholders and/or retained
profits earned by the Company. The policy is also available
on the Company’s website https://irfc.co.in/wp-content/ 4. Independent Evaluators’ Assessment
uploads/2022/05/Dividend-Distribution-Policy.pdf
4.1. Credit Ratings
The unclaimed interim dividend amount for the FY 2020-21
as on 31st March 2022 was H 5.92 million and unclaimed 4.1.1 Domestic: During the financial year 2021-22, the
interim dividend amount for the FY 2021-22 as on 31st Company’s long-term domestic borrowing programme
March 2022 was H 4.04 million. was awarded the highest credit rating of “CRISIL AAA/
Stable”, “[ICRA] AAA (Stable)” and “CARE AAA [Triple
Further, Members are requested to note that, dividends if A]” by CRISIL, ICRA and CARE respectively. The
not encashed for a consecutive period of seven (7) years Company also got its short-term borrowing programme
from the date of transfer to Unpaid Dividend Account of rated, obtaining the highest rating of ‘‘CRISIL A1+’’,
the Company, are liable to be transferred to the Investor ‘‘[ICRA] A1+’’, and “CARE A1+ [A One Plus]” by
Education and Protection Fund ("IEPF"). The shares in CRISIL, ICRA and CARE.
respect of such unclaimed dividends are also liable to be
transferred to the demat account of the IEPF Authority. In 4.1.2 International: During the financial year 2021-22,
view of this, Members are requested to claim their dividends three international credit rating agencies – Standard &
from the Company, within the stipulated timeline. Poor’s, Fitch and Moody’s – have awarded “BBB- with
Stable Outlook”, “BBB- with Negative Outlook” and
Details of Unpaid/Unclaimed Dividend is available on “Baa3 with Stable Outlook” ratings respectively to your
Company’s website at https://irfc.co.in/investors-2/ Company. Besides, the Company obtained an issuer
specific credit rating of “BBB+ with Stable Outlook”
2.2 Reserves
from the Japanese Credit Rating Agency. Each of the
As per Section 45 – IC of the RBI Act, 1934, all NBFCs are four credit ratings is equivalent to India’s sovereign
required to create a Reserve equivalent to 20% of the net rating and is of investment grade.
34
4.2.
Memorandum of Understanding (MOU) with • Green Bonds: Funds to the extent of USD 500 Million,
Ministry of Railways, Government of India at a fixed coupon of 3.57% per annum payable
semiannually. H 3,729.935 Cr under IRFC’s USD 7 bn
The Company enters Memorandum of Understanding GMTN programme. IRFC has become the first CPSE in
(MoU) with Ministry of Railways (MoR) every year the country to list its offshore bonds exclusively at stock
wherein Company is evaluated on various financial and exchanges established in the GIFT City, Gandhinagar.
non-financial parameters. Based on its performance,
the Company has been rated ‘Excellent’ by the • Green Loan (Offshore loan): In regard to offshore loan,
Department of Public Enterprises (DPE) with a score of IRFC raised JPY loan equivalent to USD 1.10 bn/INR
91.24 (Excellent) for the year 2020-21. 8,274.23 Cr comprising of two tranches of USD 700 mn
and USD 400 mn having tenor of 10 years and 7 years
The company has executed MoU for Financial Year respectively.
2021-22 with MoR on 19th January, 2022. In respect of
parameters relating to Loans Disbursed to Total Funds Company had received approval of Ministry of Finance for
Available, Company has achieved 99.91%, there were issue of 54EC Capital Gain Bonds in October 2017, since
no Overdue loans to Total Loans and NPA to Total then, Company is making all endeavors to increase its
Loans. Further, Cost of raising funds through Bonds as market share in 54EC Bond market. In 2021-22, Company
compared to similarly rated CPSEs/ entities is 15 bps mobilized around H 1,161.01 crore through 54EC Bond.
lower as compared to Reuters benchmark.
6. Redemption of Bonds / Repayment of Loans
5. Market Borrowings during 2021-22 During the year, the Company repaid Bonds amounting to
During the year, Company was assigned a target of H 65,258 H 10,715.84 crore (and External Commercial Borrowings
(ECB) of H 22.41 crore. The Company also redeemed long
crores comprising of H 30,300 Crore for funding of Rolling
term loans from Banks of H 4,582 crore and Commercial
Stock, H 34,258 Crore for financing of Railway Projects
Paper with face value of H 2,900 crore during the year.
under EBR-IF and H 700 Crores to meet the debt financing
requirements of RVNL. The total disbursement for FY 2021- The Company continues to maintain its impeccable track
22 was H 60,683.41 Crores comprising of H 28,100 Crore for record of servicing its debt in time and there has not been a
funding of Rolling Stock, H 31,883.41 Crore for financing of single instance of default during the year.
Railway Projects under EBR-IF and H 700 Crores to meet
the debt financing requirements of RVNL. The cumulative
7. Internal Financial Control Systems & their
funding to Railway Sector has crossed H 5.04 lakh crore
adequacy
mark.
The details are given in Management Discussion and Analysis.
Borrowings during the year include Taxable Bonds worth H
19,847.90 crore (Previous year 27,727.70 crore), External
Commercial Borrowings (ECB) of H 12,004.17 crore (previous 8. RBI Prudential Norms
year H 29,586.95 Crore) at exchange rate prevailing on the draw
Your Company is registered as a Systemically Important
down date, Rupee Term Loans of H 42,900 crore (previous
Non-Deposit Taking Non- Banking Finance Company with
year H 52,401.75 Crore) and 54EC bonds of H 1,161.01 crore
the Reserve Bank of India. Being a Government NBFC,
(previous year H 842.60 crore). The weighted average cost of
your Company was exempted from the prudential norms
the pool of borrowings made by Company during the year
prescribed by Reserve Bank of India for NBFC-ND-SI, as
2021-22 worked out to 6.42% (semi-annual) as against 6.51%
contained in the Master Directions issued vide Notification
(semi-Annual) during the previous year 2020-21.
No. DNBR.008/CGM(CDS)-2015, dated 27th March, 2015.
The Company was able to achieve this feat through constant
However, the exemption was withdrawn by Reserve Bank
monitoring of the markets, proper timing of its borrowings
of India from 31st May, 2018. However, the Company has
and appropriate selection of instruments.
obtained exemption from Reserve Bank of India from the
During the year, the Company constantly diversified its asset classification, income recognition, credit concentration
borrowing portfolio to meet the target of borrowings and provisioning norms on the direct exposure to Ministry of
Railways, Govt. of India vide RBI letter dated 21st December,
mandated by MoR at the most competitive rates and terms. In
2018 . The Company has also obtained relaxation in respect
its endeavor towards diversification of its borrowing portfolio
of lending limit applicable to Railway CPSEs from 20% of
following transactions in regard to the ECB borrowings were
its owned funds to 100% of its owned funds. As such, the
undertaken: -
Company has complied with the applicable prudential norms.
35
Liquidity Coverage Ratio (LCR) Exemption: 12. Impact of Global Health Pandemic COVID-19
RBI vide circular dated 4.11.2019 issued the guidelines The outbreak of coronavirus (COVID -19) pandemic globally
covering liquidity risk management for NBFCs, wherein RBI and in India is causing disturbance and slowdown of
introduced Liquidity Coverage Ratio (LCR) applicable on all economic activity. The Company has adopted measures to
non- deposits taking NBFCs with asset size of more than curb the spread of infection in order to protect the health of
H 5,000 crore. The guidelines aim to maintain a liquidity buffer its employees and ensure business continuity with minimal
in terms of LCR by ensuring that they have sufficient High disruption.
Quality Liquid Asset (HQLA) to survive any acute liquidity
stress scenario lasting for next 30 days. As per the guideline, The Company has evaluated the impact of this pandemic
LCR is represented by stock of High- Quality Liquid Assets on its business operations and based on its review and
current indicators of future economic conditions, there is
(HQLA) divided by Total Net Cash Outflows (stressed outflow
no significant impact on its financial results. However, the
less stressed inflows) over the next 30 calendar days. HQLAs
impact assessment of COVID-19 is a continuing process
are defined by RBI as the liquid assets that can be readily sold
given the uncertainties associated with its nature and
or immediately convertible into cash at little / no loss of value
duration and accordingly the impact may be different from
or can be used as collateral to obtain funds in stress situations.
that estimated as at the date of approval of these financial
The company has got an exemption from RBI from results. The Company will continue monitoring any material
applicability of Liquidity Coverage Ratio (LCR) norms. changes to future economic conditions.
9. Lease Arrangement with the Ministry of Railways 13. Report on Corporate Governance
(2021-22)
The Government considers good corporate governance
As you are aware, the financial relationship of the Company practices a sine qua non for sustainable business that
with the Ministry of Railways is based on a Financial Lease aims at generating long term value for its shareholders
arrangement which is regulated by a standard lease and all other stakeholders. Accordingly, it has been laying
agreement. In respect of the incremental rolling stock assets increasing emphasis upon development of best corporate
acquired during 2021-22 through IRFC funding, lease rentals governance practices amongst Central Public Sector
have been fixed at H 52.5935 per thousand per half (PTPH) Enterprises (CPSEs). In pursuance of this philosophy,
year over a primary lease tenor of 15 years. The cost (IRR) to your Company continues to comply with the ‘Guidelines
Ministry of Railways is 7.02% p.a. payable semi-annually as on Corporate Governance for Central Public Sector
Enterprises’ issued by Government of India, Department of
compared to 7.11% last year, down by 9 bps.
Public Enterprises (DPE). Your Company’s Equity as well
During the current year, Company has executed the Lease as Non-Convertible Debt Securities are listed on the stock
Agreement for the first time for Project Assets funded during exchanges and Company has complied with Securities and
FY 2015-16 (EBR-IF) and FY 2018-19 (National Projects) Exchange Board of India (Listing Obligations and Disclosure
after completion of moratorium period. Requirements) Regulations, 2015. As on 31st March 2022,
the Board of Directors comprised of Six (6) Directors, with
two Executive Directors, Two Non-Executive Directors (Govt.
10. Resource Mobilization for 2022-23 Nominees) and Two Non- Official/ Independent Directors.
The Company is not having the prescribed number of
For the year 2022-23, the annual funding target for IRFC has
Independent Directors in compliance of the Regulation 17
been fixed at H 66,500 crore which includes H 31,000 crore
(1) (a) of SEBI (LODR) Regulations 2015, specifying the
for funding of Rolling Stock assets and funding of Railway
composition of Board of Directors. The power to appoint
projects to the extent of H 35,500 crore.
Directors vests with Government of India through Ministry
The Company is confident of meeting the challenge and of Railways (MoR) and Company has no role to play in it.
hopeful to raise the required amount during the year through The Company has already requested MoR for appointment
a judicious mix of Bonds, Loans and External Commercial of requisite number of Independent Directors. Report on
Borrowings, etc., at the most competitive rates and terms. Corporate Governance is enclosed as ANNEXURE- II
forming part of this report.
11.
Management Discussion and Analysis and
Company's Outlook for the future 14. Business Responsibility Report
The Business Responsibility Report, as stipulated under
Management Discussion and Analysis, forming part of the
Regulation 34 (2) of the SEBI (Listing Obligations and
Directors’ Report given at ANNEXURE I.
Disclosure Requirements) Regulations, 2015, is given in
ANNEXURE-III and forms part of this Report.
36
15. Corporate Social Responsibility 16. Directors’ Responsibility Statement

Activities relating to Corporate Social Responsibility (CSR) As required under Section 134(3)(c) of the Companies Act,
have become an integral part of Company’s operations. 2013, it is confirmed that:
In terms of Section 135 of the Companies Act, 2013 (the a) In the preparation of the annual accounts for the
Act), read with Schedule VII thereof and the Companies year ended 31st March 2022, the applicable Indian
(Corporate Social Responsibility Policy) Rules, 2014, Accounting Standards have been followed and there
the Company has constituted a CSR Committee (the are no material departures;
Committee) comprising of Chairman & Managing Director,
Director Finance, and Independent Director. Under the Act, b) such accounting policies have been re-drafted taking
the Company is required to spend at least two percent of the into account the Ind-AS, judgments and estimates
average of its net profits of the immediately three preceding made are reasonable and prudent, so as to give a true
financial years on CSR activities. The Department of Public and fair view of the state of affairs of the Company at the
Enterprises (DPE) has also issued guidelines in this regard end of the financial year and of the profit or loss of the
which, inter alia, require the Central Public Sector Enterprises Company for that period;
(CPSEs) to frame a ‘CSR and Sustainability Policy’.
c) Proper and sufficient care has been taken for maintenance
The ‘CSR and Sustainability Policy’ of the Company is in of adequate accounting records, in accordance with the
place and the same has also been hosted on its website. provisions of the Companies Act, 2013, for safeguarding
The Company, like in the past, has undertaken activities for the assets of the Company and for preventing and
Sustainable Development and CSR, details of which, are detecting fraud or other irregularities; and
given hereunder: -
d) the Annual accounts have been prepared on ‘going
During the financial year 2021-22, the Company was concern’ basis.
required to spend H 70.06 crore, being 2% of its average
net profits of the last three financial years, against which, e) The laid down internal financial controls to be followed
the Company approved total 24 projects with total outlay of by the Company and such internal financial controls are
H 70.06 crore, against which, the Company has disbursed adequate and operating effectively.
a sum of H 45.02 crore, including H 38.91 crore contribution
f) Proper systems have been devised to ensure
to PM CARES Fund, H 3 crore to Clean Ganga Fund, H 2
compliance with the provisions of all applicable laws
crore to Swacch Bharat Kosh, H 0.996 crore contribution
and that such systems were adequate and operating
towards Armed Forces Flag Day Fund (AFFDF) Rs 0.1128
effectively.
crore towards ongoing project of skill training of 500 persons
with disabilities and the balance amount of H 25.04 crore
would be disbursed on receipt of bills/claims from the 17. Human Resource Management
implementing agencies in future. CSR Unspent amount of H
25.04 crore relating to the ongoing projects of the financial The details are given in Management Discussion and
year 2021-22, has since been transferred to the ‘CSR Analysis.
Unspent Account’ maintained with Scheduled Bank in terms
of section 135(6) of the Companies Act, 2013. The Company 18. Auditors
is committed to promoting Health and Nutrition as the theme
for focused intervention as mandated by Department of M/s KBDS & Company, Chartered Accountants, have been
Public Enterprises for the Financial Year 2021-22. appointed as Statutory Auditors by Comptroller & Auditor
General of India to audit the accounts of the Company for
CSR Activities proposed for the FY 2022-23 the financial year 2021-22.
For the financial year 2022-23, the Company would be The Comptroller & Auditor General of India has undertaken
required to spend about H 91.31 crore. The details of all the supplementary audit on accounts of the Company for the
projects / activities would be provided in the next Annual year ended 31st March 2022. The comments of C&AG have
Report. been received and management reply thereto is placed as
Annexure to Comments of C&AG in the Annual Report for
The details of CSR activities for the financial year 2021-
the year 2021-22.
22 as required under the Companies Act are given in the
ANNEXURE – IV.
37
Secretarial Audit for the financial year 2021-22 under Section 19.9 Particulars of loans, guarantees and investments
204 of the Act has been conducted by M/s Navneet K Arora
& Co LLP, Company Secretaries. The particulars of loans, guarantees and investments
have been disclosed in the financial statements.
19. Other Disclosures under the applicable provisions
of the Companies Act, 2013 19.10 Transactions with related parties
19.1 Number of Meetings of the Board The particulars of the transactions with related parties
have been disclosed in the financial statements.
The details of number of meetings of the Board are
given in Corporate Governance Report which is 19.11 Significant and Material Orders passed by the
enclosed as ANNEXURE-II. Regulators or Courts or Tribunals impacting the
going concern status of the Company
19.2 Certificate of Independence by Independent
Director There are no significant and/or material orders passed
by the Regulators or Courts or Tribunals impacting the
Independent Directors, have given a declaration going concern status of the Company.
that they meet the criteria of Independence, as laid
down under Section 149 (6) of the Act, SEBI (LODR) 19.12 Disclosure under Foreign Exchange Management
Regulations, 2015 and DPE Guidelines on Corporate Act, 1999
Governance for CPSEs.
The Company is in compliance with the relevant
19.3 Material changes, if any, that may affect financial provisions of the Foreign Exchange Management Act,
position of the Company 1999 pertaining to external commercial borrowing and
derivatives.
There are no material changes which will affect
financial position of the Company. 19.13 Extract of Annual Return
19.4 Internal financial control systems and their As provided under Section 92(3) of the Act, the
adequacy extract of Annual Return is given in ANNEXURE-VII
in the prescribed Form MGT-9, which forms part of this
The details are given in Management Discussion and report.
Analysis.
19.14 Code of Business Conduct-Declaration by the
19.5 Audit Committee Chairman & Managing Director (CEO)
The details pertaining to Audit Committee are included Declaration by CEO on compliance of the “Code of
in the Corporate Governance Report, which is Business Conduct and Ethics for Board Members and
enclosed as ANNEXURE-II. Senior Management” for the year 2021-22 is placed at
ANNEXURE VIII.
19.6 Secretarial Auditors’ Report
19.15 CEO/CFO Certification
M/s Navneet K Arora & Co LLP, Company Secretaries
was appointed as the Secretarial Auditors of the As required by Regulation 17 (8) of the SEBI (LODR)
Company for the FY 2021-22 by the Board of Directors Regulations, 2015, the Compliance Certificate as
of the Company. Secretarial Audit Report is placed at specified in Part B of Schedule II of the said Regulation
ANNEXURE V. duly signed by Shri Amitabh Banerjee, Chairman
& Managing Director (CEO) and Ms. Shelly Verma,
19.7 Certificate on Corporate Governance Director Finance (CFO) was placed before the Board
of Directors in their Meeting held on 20th May 2022.
M/s Navneet K Arora & Co LLP, Company Secretaries
The same is enclosed as ANNEXURE-IX.
in Practice has issued certificate on Corporate
Governance, placed at ANNEXURE VI. 19.16
Particulars of Employees receiving high
remuneration & other particulars of employees
19.8 Risk Management
Since IRFC is a Government Company, provisions of
The details are given in Management Discussion and
Section 197 are not applicable to it. Hence, the details
Analysis.
have not been given.
38
19.17 Deposits from public 19.24 The details of application made or any proceeding
pending under the Insolvency and Bankruptcy
As in the past, the Company has not accepted any Code, 2016 (31 of 2016) during the year along
fixed deposits during the period under review. with their status as at the end of the financial year
19.18 Conservation of Energy, Technology Absorption, There was no application made nor any proceeding
Foreign Exchange Earnings and Outgo pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) against the Company.
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 20. Compliance of MSME Guidelines
have been taken by your Company: -
Your Company has in place, a Manual for Procurement of
To save power, the Company now purchases LED Goods, Services and Works, which provides guidelines to
/ LCD monitors while replacing the old monitors. expedite decision making process by way of consolidating,
Employees are encouraged to keep their gadgets in simplifying and streamlining the various steps to be followed
power saving mode, wherever possible. The Company in the process of award of contracts from the procurement of
now replaces its old electrical items, gadgets, etc. with goods, works & services as well as during its implementation
power efficient units. The internal lightning of office by on the ground.
energy- efficient LED lights has helped to conserve
electricity. The procurement from MSMEs complies to Public
Procurement Policy during the financial year 2021-22 as
19.19 Foreign exchange earnings & outgo placed below:
Your Company has put in place Risk Management (H In Million)

policy to manage risks associated with foreign currency 1 Total annual procurement 127.77
borrowings. The Company enters into hedging
2 Target %age of annual 31.94
transactions to cover exchange rate and interest rate
procurement
risk through various instruments like forwards, options
3 Total value of goods and services 45.05
and swaps. Details of Foreign exchange earnings &
procured from MSEs
outgo have been given in the Notes.
(including MSEs owned by SC/ST
19.20 Expenditure on R&D entrepreneurs)
4 Total value of goods and services ----
This is not applicable, as IRFC is engaged only in
procured from only MSEs owned
financing activities.
by SC/ST entrepreneurs
19.21 Reporting of Frauds by Auditors 5 % age of procurement from MSEs 35.26%
(including MSEs owned by SC/
During the year under review, neither the statutory ST entrepreneurs) out of total
auditors nor the secretarial auditor has reported to procurement
the audit committee, under Section 143(12) of the 6 % age of procurement from ---
Companies Act, 2013, any instance of fraud committed only MSEs owned by SC/
against the Company by its officers or employees, the ST entrepreneurs out of total
details of which need to be mentioned in the Board’s procurement
Report. 7 % age of procurement from 4.95%
Women MSEs
19.22 Change in nature of Business
There was no change in the nature of business of the 21. Vigilance Activities
Company during the financial year 2021-22.
Ministry of Railways have nominated a part time Chief
19.23 The names of companies which have become or Vigilance Officer (CVO). The CVO carries out internal scrutiny
ceased to be its Subsidiaries, joint ventures or of the activities on random basis to ensure compliance with
associate companies the laid down CVC guidelines and procedures. During the
vigilance awareness week in 2021-22, preventive vigilance
There are no Subsidiaries, joint ventures, or associate workshops were conducted for the benefit of employees
companies during the year 2021-22. of IRFC. These workshops inter-alia covers contract
39
management, provision of CDA Rules, compliances of directives and guidelines from time-to-time, IRFC ensures
rules and policies, deliberations of case studies etc., such the welfare of women employees.
workshops have ensured that best ethical practices are
followed in the organization.
26.
Information under Sexual Harassment of
During the year 2017-18, one complaint was received by the Women at Workplace (Prevention, Prohibition &
CVC with allegations of misconduct for which investigations Redressal) Act, 2013
have been carried out and memorandum of charge has
The Company has an internal complaints committee (ICC)
been issued.
to examine the case related to Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
22. Official Language Act, 2013. The complaints received by the committee are
being dealt in line with the provisions in the Act. During the
The official language implementation committee of the FY 2021-22, no complaint has been reported.
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 27. Board of Directors and Key Managerial Personnel
of Home Affairs, Government of India. Effective measures
Being a Government Company, the power to appoint
were taken to bring out progressively higher use of Hindi
Directors on the Board of the Company is vested with the
in day-to-day working of the Company. Hindi workshops /
President of India acting through the Ministry of Railways
trainings are regularly organized and for these employees
(MoR), Government of India. The remuneration of Directors
are sponsored for the trainings/workshops.
and employees of the Company is fixed as per the extant
Hindi week / Pakhwada was observed in your Company Guidelines issued by Department of Public Enterprises
from 13th September 2021 to 17th September, 2021 to (DPE), from time to time. The sitting fee paid to Non- Official/
motivate the employees for the progressive use of Hindi in Independent Directors for attending the meetings of Board
their day- to-day work. Several competitions / programmes and Committees thereof, are within the limits prescribed
were organized to encourage the employees to work in Hindi under the Companies Act, 2013. The Government Nominee
and create a conducive atmosphere. The participants were Director is not entitled to receive any remuneration or sitting
accordingly awarded. Further, cash award was also given to fee from the Company, as per the norms of Government
employees making most extensive use of Hindi in their day of India. Details of remuneration and sitting fees paid
to day official work under the Government scheme. to Directors are appearing in the ‘Report on Corporate
Governance’ annexed to this Report.
The official website of your Company exists in fully bilingual
form and contains all information of interest to its stakeholders. Pursuant to Section 203 of the Companies Act, 2013,
the Board of Directors of the Company has designated
the Chairman and Managing Director (CMD) as CEO,
23. Presidential Directive Director (Finance) as CFO, and Company Secretary as Key
Managerial Personnel (KMPs) of the Company. The role of
Company has not received any Presidential Directive during
CEO is being performed by CMD and the role of CFO is
the year.
performed by Director (Finance) of the Company.
24. Right to Information Act, 2005 During the financial year 2021-22, following changes have
taken place in the composition of the Board of Directors.
The Government of India’s instructions on Right to
Information Act, 2005 is being complied with. All relevant 1. Shri Vallabhbhai Maneklal Patel has been appointed as
information has been hosted on the Company’s website. Non- Official/ Independent Director through Resolution
by Circulation w.e.f 10th November 2021 vide Ministry
of Railways, Government of India's order No. 2019/
25. Women Employees
PL/57/22 dated 9th November 2021.
Your Company provides equal growth opportunities for
2. Smt. Sheela Pandit has been appointed as Non- Official/
the women in line with Govt. of India philosophy on the
Independent Director through Resolution by Circulation
subject. Being a lean organization, where Company has
w.e.f 22nd November 2021 vide Ministry of Railways,
37 employees, women representation has grown across
Government of India's order No. 2019/PL/57/22 dated
hierarchical levels. Thus, Women constituted 21.62% of its
9th November 2021.
total workforce as on 31st March 2022. As per Govt. of India
40
3. Shri Ashok Kumar Singhal ceased to be Independent evaluation of performance of all members of the Board of
Director of the Company with effect from 20th July 2021 the Company is being done by the administrative ministry
due to completion of his tenure. i.e., the Ministry of Railways and/or by the Department of
Public Enterprises (DPE).
Board of Directors place on record appreciation of the
services rendered and contributions made by Shri Ashok
Kumar Singhal, Independent Director of the Company 29. Acknowledgements
during his tenure.
Your Company is grateful to the Ministry of Railways, Ministry
In accordance with the provisions of the Companies Act, of Finance, Ministry of Corporate Affairs, Public Enterprises
2013 and Article 91 (iv) of the Articles of Association of Selection Board, Department of Public Enterprises, National
the Company, Ms. Shelly Verma (DIN: 07935630), Director Informatics Centre, other Departments of the Government,
Finance shall retire by rotation at the ensuing 35th Annual Securities and Exchange Board of India and the Reserve
General Meeting of the Company and being eligible, Bank of India, for their co-operation, assistance, active
offers herself for re-appointment. The Board of Directors and timely support, and guidance rendered from time to
recommends her re-appointment. Brief resume and other time. The Company is also thankful to all its Shareholders,
particulars of Ms. Shelly Verma is annexed to the Notice of Bondholders, Banks, Financial Institutions, Arrangers,
AGM. Registrar and Transfer Agents, Bond Holders Trustees,
National Stock Exchange of India Limited, BSE Limited,
Life Insurance Corporation of India and other stakeholders
28. Evaluation of Board of Directors / Independent for reposing their confidence and trust in the Company.
Directors The Company looks forward to their continued support for
sustaining its excellent performance levels. The Company
As per the statutory provisions, a listed company is required
expresses gratitude to the Comptroller & Auditor General
to disclose in its Board’s Report, a statement indicating the
of India, the Statutory Auditors, Secretarial Auditors and the
manner in which formal annual evaluation of the performance
Internal Auditors for their valuable support and guidance.
of the Board, its committees and individual Directors has
been made and the criteria for performance evaluation of The Board of Directors express their deep appreciation
its Independent Directors, as laid down by the Nomination & in recognition of the valuable contribution made by the
Remuneration Committee. Company’s small team of officers and employees, which
has enabled the Company to successfully meet the funding
However, the Ministry of Corporate Affairs vide its notification
targets set by the Ministry of Railways, while consolidating
dated June 5, 2015, has, inter-alia, exempted Government
its position as one of the most vibrant public financial
companies from the above requirement, in case the
institutions in the country.
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 For and on behalf of Board of Directors
of Independent Directors and evaluation mechanism
prescribed in Schedule IV of the Companies Act, 2013, is
not applicable to Government companies. Sd/-
(Amitabh Banerjee)
Accordingly, being a Government company, IRFC is, inter- Place: New Delhi Chairman & Managing Director
alia, exempted in terms of the above notifications, as the Date: 10th August, 2022 DIN: 03351975
41
ANNEXURE – I
Management Discussion and Analysis

Indian Economic Overview Industry Scenario
In a globally uncertain climate, India has remained consistent in its Indian Railways Industry3
recovery owing to macro factors that have shielded the economy
Indian Railways with its 4th largest network in the world, carries
from global pressures. According to the National Statistical
an unmatched multitude of passengers and cargo from one part
Office's second advance estimates, the Indian economy has
of the country to the other without ever stopping. Now, Indian
grown at an annual rate of 8.9% in FY22 (NSO), compared to a
Railways is moving forward with a vision to become a more
contraction of 6.6% in 2020-21.1
efficient system, to be able to keep pace with the growth and
Inflation experienced a steady increase in the second half of compliment the economic development of the nation.
2021-22, consumer price inflation (CPI) surpassed the top band Indian Railways has reformed to adopt technology, fast tracked
of the Reserve Bank of India's (RBI) comfort zone rising to 6% in creation of infrastructure and enabled a faster and enhanced
January 2022 and 6.1% in February.1 Inflation in wholesale prices freight movement to meet the aspirations of the people of India.
reached a decadal high of 12.96 percent. High food and energy Over and above, the top-most focus continues to be on safety of
prices, geopolitical crises, Covid lockdowns, and supply chain trains and passengers.IR is targeting to achieve 5 MT+ per day
disruptions all contribute to escalating inflation. freight loading along with running of the passenger trains.
The agricultural sector experienced the least impact of the IR aims to create a world class infrastructure at a sustainable
disruptions caused by the pandemic. It has grown by 3.9% in cost, built with the latest technologies. Apart from infrastructure,
FY22. The manufacturing sector growth is pegged at 12.5% in induction of better and technology efficient rolling stock will
FY22 after contracting by 7.2% in FY21. continue with the same momentum. In keeping with the Prime
Minister's vision of ‘Make in India’ major systems of the train have
During the pandemic, the services industry, particularly those been designed and built in India. In addition to two Vande Bharat
that need extensive contact, has been hit the worst. After trains running between New Delhi-Varanasi and New Delhi-Katra,
decreasing by 8.4% in 2020-21, the industry is expected to further, 75 Vande Bharat trains have been planned to be run by
increase at an annual pace of 8.2%. Travel, trade, and hotels August, 2023. IR is also planning to acquire/ manufacture 400
have yet to return to pre-pandemic levels, whereas finance, real new generation energy efficient Vande Bharat trains with better
estate, and government administration have already surpassed energy efficiency and passenger riding experience.
pre-pandemic levels.
Indian Railways surpassed all the previous records and achieved
the highest ever loading of 1418.1 MT in 2021-22, despite COVID
Outlook setback in first quarter. Month by month there was incremental
traffic loading, which resulted in 15% higher loading over previous
India experienced repeated COVID infections during the year
year. This momentum is still continuing and IR has achieved
under review, resulting in massive loss of life and livelihood. the highest ever loadings in respective month for successive
Growing vaccination coverage, RBI’s stable and accommodating 19 months, reaching the highest ever loading for any month in
monetary policy, and the Government of India's fiscal support all March, 2022 at 139.2 MT.
helped to mitigate the impact to a large extent.
In order to boost investment from industry in development of
Real GDP of India is expected to grow at 7.2% in 2022-23. CPI additional terminals for handling rail cargos, a new 'Gati Shakti
inflation is projected at 6.7% in 2022-23. The sharp spike in Multi-Modal Cargo Terminal (GCT)' policy was launched on 15
inflation projection is mainly due to the economic disruptions December, 2021. It has been targeted to set up 100GCTs within
caused by the geopolitical tensions.2 the next three financial years i.e.2022-23, 2023-24 and 2024-25.
42
To strengthen export services, export container trains with transit Railways for mobilizing funds from domestic as well as overseas
assurance were notified and started from 15 August, 2021 which Capital Markets. IRFC is a Miniratna I and Schedule ‘A’ Public
are running as Freight Express' trains including via DFCCIL line. Sector Enterprise under the administrative control of the Ministry
of Railways, Govt. of India. It is also registered as Systemically
Post COVID, passenger trains have been gradually restored and Important Non–Deposit taking Non-Banking Financial Company
the number of passengers have reached to the previous COVID (NBFC – ND-SI) and Infrastructure Finance Company (NBFC- IFC)
level. In 2021-22, IR carried 3,542.76 million passengers and as a with Reserve Bank of India (RBI). IRFC has played a significant
result the Originating Passenger Revenue in passenger segment role in its more than 35 years of existence in supporting the
also increased to Rs. 39,104.41 cr as compared to 15,248.62 cr in expansion of the Indian Railways and related entities by financing
2020-21. Modern trains are being expanded all over the network. a significant proportion of its annual plan outlay.
As a part of Swachh Bharat Mission, fitment of bio-toilets on all
Mainline passenger coaching stock has been completed. The main objective of the company is to meet the predominant
portion of ‘Extra Budgetary Resources’ (EBR) requirement of
Indian Railways has been consistently trying to improve the the Indian Railways through market borrowings at the most
illumination levels at various stations. Illumination levels have competitive rates and terms. Its aim is to be one of the leading
been improved at 1327 stations. Free Wi-Fi at 6100 stations and Financial Service Companies in the country, for raising funds from
853 stations have been provided with CCTV based Surveillance the capital market at competitive cost for augmenting railway plan
System over IR. finances, duly ensuring that the Corporation makes optimum
profits from its operations. The Company’s principal business
In order to further the mission and mandate of Digital India,
therefore is to borrow funds from the financial markets to finance
Indian Railways is proliferating Point of Sale (POS) machines
the acquisition / creation of assets which are then leased out
across various customer facing domains and more than 14,000
to the Indian Railways. IRFC’s constant endeavour has been to
POS machines are being utilised for accepting digital payments
diversify its borrowing portfolio in terms of instruments, markets
over Indian Railways.
and investors which has led to the Company meeting the targeted
IR has focused on capacity expansion, faster execution of borrowings year after year, through issue of both taxable and tax-
projects, adoption of modern project monitoring systems and free bonds, term loan from banks/financial institutions besides
process reforms, to create an infrastructure which starts giving offshore borrowings, at competitive market rate.
return immediately upon commissioning. Also, under the National
Infrastructure Pipeline (NIP), the allocation to IR primarily being Human Resources
used for building capacity on the network, to cater to the growing
demand for rail transportation. Railway share in NIP is about Company understands that Human Capital is essential. At
Rs. 13 lakh cr which is about 12% of the total NIP- 684 Railway IRFC we believe in a strong value system and best practices
projects costing 17.0 lakh cr are part of NIP. to enhance and improve our capabilities and achieve our
organizational objectives.
Indian Railways is focused towards achieving new heights in
the year 2022-23. Freight loading target is kept at 1700 MT. Total As on 31st March 2022 total Manpower of the Company stood at
receipts of IR are kept at Rs. 2,40,000 cr at a CAGR of around 37. To infuse fresh Manpower in the existing Manpower pool of
11.5% over 2019-20. the Company, 5 Executives and 3 Non-Executive were included
in the Company during FY-2021-22 through Direct and Campus
The annual Capex on the railway has substantially increased and Recruitment. Women constituted 21.62% of its total workforce as
the highest ever allocation of Rs. 2.46 lakh cr has been made for on 31st March, 2022.
2022-23. The thrust of Annual Plan 2022-23 is on infrastructure
development, throughput enhancement, development of terminal Effective grievance redressal processes are also structured
facilities, augmentation of speed of trains, signalling systems, to keep the trust, respect and confidence of our team intact.
improvement of customer amenities, safety works of road over/ Company has put in place effective Human Resource acquisition
under bridges etc. and maintenance function, which is benchmarked with best
corporate practices to meet the organizational need.
Company Overview Company implements all directives and guidelines with regard
to reservation policy issued by Govt. of India. Liaison Officer
Indian Railway Finance Corporation (IRFC) was set up on 12th
has been appointed to look into the matter of reservations
December 1986 as the dedicated funding arm of the Indian
and also the welfare and safeguard of SCs/STs/OBCs/ PwBD/
1
https://mospi.gov.in/documents/213904/416359/PRESS%20NOTE%20SAE%2028-02-2022M1646051035697.pdf/f0035128-6098-8329-3e7b-6d7df22e8b2d
2
https://rbidocs.rbi.org.in/rdocs/PressRelease/PDFs/PR3336416D60D22514022BC8C197A992D837C.PDF
3
Indian Railways/Vol. 66 No. 2/May 2022
43
EWS employees. Liaison Officer also ensures that there is no down date, Rupee Term Loans of H 42,900 crore (previous year
discrimination on the basis of Cast, Religion and disabilities H 52,401.75 Crore) and 54EC bonds of H 1,161.01 crore (previous
amongst the employees. IRFC being a Lean Organization has year H 842.60 crore). The weighted average cost of the pool of
adopted “Open Door Policy” and every employee has been given borrowings made by Company during the year 2021-22 worked
sufficient opportunity to meet and discuss his / her problem or out to 6.42% (semi-annual) as against 6.51% (semi-Annual)
grievance with the Management. SC/ST constituted 20% of its during the previous year 2020-21.
total workforce as on 31st March, 2022.
The Company was able to achieve this feat through constant
In order to enhance the skills, capabilities and knowledge of monitoring of the markets, proper timing of its borrowings and
employees, a well-defined Training and Development Policy for appropriate selection of instruments.
below board level executives and non-executives is in place.
Employee training and development is an essential element of During the year, the Company constantly diversified its borrowing
the Company’s strategy. During the year 2021-22, the Company portfolio to meet the target of borrowings mandated by MoR at
imparted training to 32 of its employees to various training the most competitive rates and terms. In its endeavor towards
programmes and workshops including inhouse trainings. These diversification of its borrowing portfolio following transactions in
initiatives enabled the Company to achieve 109 training man- regard to the ECB borrowings were undertaken:-
days/872 Hrs.
• Green Bonds: Funds to the extent of USD 500 Million, at a
Company’s Board of Directors consist of professionals with fixed coupon of 3.57% per annum payable semiannually.
vast experience and high level of expertise in their respective H 3,729.935 Cr under IRFC’s USD 7 bn GMTN programme.
field and industry. It will be endeavour of the Company that the IRFC has become the first CPSE in the country to list its
whole time Directors and Non-Executive Directors attend training offshore bonds exclusively at stock exchanges established
programmes in order to keep themselves abreast with the latest in the GIFT City, Gandhinagar.
development in the area of finance, accounts etc. During the
• Green Loan (Offshore loan): In regard to offshore loan,
FY 2021-22 Non-Executive Directors have been imparted training
IRFC raised Green / JPY loan equivalent to USD 1.10 bn/
for 70 Hrs. cumulatively.
INR 8,274.23 Cr comprising of two tranches of USD 700
IRFC is an equal opportunity employer. Company provides equal mn and USD 400 mn having tenor of 10 years and 7 years
growth opportunities for the women in line with Govt. of India respectively.
philosophy on the subject. Being a lean organization, where
Company had received approval of Ministry of Finance for
Company has 37 employees, women representation has gone
issue of 54EC Capital Gain Bonds in October 2017, since then,
across hierarchical levels. Thus, Women constituted 21.62% of
Company is making all endeavors to increase its market share
its total workforce as on 31st March, 2022. As per Govt. of India
in 54EC Bond market. In 2021-22, Company mobilized around
directives and guidelines from time-to-time, IRFC ensures the
H 1,161.01 crore through 54EC Bond.
welfare of women employees.
Revenue from operations of Company has increased by
Operational Highlights H 4,528.05 crore from H 15,770.22 crore in 2020-21 to
H 20,298.27 crore in 2021-22, showing a growth of 28.71%.
During the year, Company was assigned a target of H 65,258
crores comprising of H 30,300 Crore for funding of Rolling Stock, Profit before Tax (PBT) of Company for the year ended 31st
H 34,258 Crore for financing of Railway Projects under EBR-IF March 2022 was H 6,090.16 crore as compared to H 4,416.13
and H 700 Crores to meet the debt financing requirements of crore for the previous year, registering a growth of 37.91%.
RVNL. The total disbursement for FY 2021-22 was H 60,683.41
Company has not made any provision for tax in its books
Crores comprising of H 28,100 Crore for funding of Rolling Stock,
pursuant to its decision to exercise the option of lower tax rate
H 31,883.41 Crore for financing of Railway Projects under EBR-
permitted u/s 115BAA of the Income Tax Act, 1961, as introduced
IF and H 700 Crores to meet the debt financing requirements of
by the Taxation Laws (Amendment) Ordinance, 2019 dated 20th
RVNL. The cumulative funding to Railway Sector has crossed
September, 2019. The Company’s taxable income was nil and it
H 5.04 lakh crore mark.
did not have to pay Minimum Alternate Tax (MAT) with reference
Borrowings during the year include Taxable Bonds worth to its Book Profit. MAT payable u/s 115 JB was outside the ambit
H 19,847.90 crore (Previous year H 27,727.70 crore), External of the Section 115 BAA. Thus, on adoption of Section 115 BAA of
Commercial Borrowings (ECB) of H 12,004.17 crore (previous the Income Tax Act, 1961, the Company was outside the scope
year H 29,586.95 Crore) at exchange rate prevailing on the draw and applicability of MAT provisions and there was a zero-tax
liability in the financial year 2021-22.
44
Profit After Tax for the year ending 31st March 2022 was integrated and holistic path to the economy. The H 100 trillion
H 6,089.84 crore as compared to H 4,416.13 crore for the previous project is aimed at easier inter-connectivity between road, rail,
year, registering a healthy growth of 37.90%. air and waterways to reduce travel time and enhance industrial
productivity. IRFC being premier financial Institution having NIL
Financial Highlights
NPA and ability to mobilize large quantum of fund at competitive
(Figures in H crores) rate in short duration both from domestic and offshore market
YoY and continue to support India’s infra sector in a big way which
Particulars FY 2021-22 FY 2020-21 Change will provide adequate push to spur Economic development and
(in %) Growth of the Indian Economy.
Revenue from 20,298.27 15,770.22 28.71% Indian Railways is working on a mission mode to become the
Operations largest Green Railways in the world, and is moving to become
EBITDA 20,179.42 15,660.33 28.86% a ‘net zero emitter’ before 2030. It is planning to do so through
PBT 6,090.16 4,416.13 37.91% investing in massive electrification, development of freight
corridors, energy-efficient and carbon friendly technologies,
PAT 6,089.84 4,416.13 37.90%
harness potential of Solar energy etc. to reduce its carbon
Net Worth 40,996.34 35,913.38 14.15% footprint. In FY 2021-22, IRFC has raised $ 1.6 Billion under
Green Financing Framework from off-shore market. In the past
Key Ratios also, IRFC has raised resources from off-shore market through
The details of key financial ratios applicable and specific to the issuance of Green Bonds. Accordingly, IRFC will continue to
Company are given below: help MoR to support Governments commitments such as Paris
Agreement on Climate Change and UN Sustainable Development
Goals, via raising of resources under green framework.
Particulars FY 2021-22 FY 2020-21
Debt Equity Ratio (in times) 9.47 9.00 Risk Management

Operating Profit Margin (in %) 29.99 28.00 Effective risk management is central to ensuring a robust and
EBITDA Margin (in %) 99.41 99.28 healthy finance for the Company. While in risk management,
credit risk is accorded high priority amongst various risk
PAT Margin (in %) 30.00 28.04
mitigation efforts of a business, this is virtually non-existent in the
Return on Net Worth (in %) 14.86 12.30 case of Company, in as much as, an overwhelming segment of
its assets is in the form of lease receivables from the Ministry of
Management Outlook
Railways, carrying low risk. The Company’s selective forays into
Your Directors take pleasure in sharing with you their perception other areas in the form of loans to Rail Vikas Nigam Limited and
that business of the Company stands on a sound platform and IRCON International Limited are suitably ringfenced, as the same
is running well. The robust business model involving strong has either the cash flows originating from the Ministry of Railways
and mutually beneficial relationship with MoR has become its or there is a repayment assurance by Ministry of Railways.
unique forte. The business of the Company with the Ministry has
Ordinarily, a company carrying out its business with
grown considerably. The cumulative funding to Railway Sector
predominantly single client, might be viewed as being faced with
has crossed H 5.04 lakh crore mark. Assets Under Management
a business risk. However, in the case of Company, the single
at the end of financial year ended 31st March, 2022 are
client is the owner, who also happens to be the sovereign itself.
H 4,15,237.68 crores.
Funding provided by IRFC has been at a competitive cost which
Being the dedicated market borrowing arm of the Ministry of is considered attractive by the Ministry. With strong indications
Railways, your Company constantly strives to raise funds from of an even larger role being expected by the Ministry from IRFC
the financial market at the most competitive rates and terms. in its efforts at augmenting rail infrastructure in the country,
directors consider the Company is comfortably placed in the
India needs to spend about USD 1.4 Tn under National matter of Business Risk.
Infrastructure Pipeline (NIP) by FY25 to reach the target GDP of
USD 5 Tn. Accordingly, spending on infrastructure has been one Given the carefully drafted provisions in the Lease Agreement
of the focus areas of the Government of India in the recent past. signed by IRFC with MoR every year, there is a very good
National master plan under PM Gatishakti lays the foundation matching of the interest rate sensitivity profile of its assets and
of the overall infrastructure in the country and provides an liabilities. In the circumstances, exposure of the Company to
Interest Rate Risk is low.
45
The cash flows of Company are highly predictable, shielding it For effective monitoring, control and mitigation of financial
largely against liquidity related issues even in a volatile market. risk arising due to mismatch in the Asset Liability position, the
Besides, with the quality of credit, Company commanding a Company has formed an Asset Liability Management Committee
high level of reputation amongst investors, both domestic and (ALCO) comprising Chairman & Managing Director, Director
international. The Risk Management Committee and Asset (Finance) and Senior Level Officers. The ALCO generates
Liability Management Committee (ALCO) actively monitors the various reports as prescribed by RBI for monitoring the liquidity
Liquidity Risk. The Liquidity Risk in the case of IRFC is perceived and interest rate risks and place the same before the Risk
at a low level. Management Committee from time to time.
Although the foreign exchange fluctuation risk is pass through The Company has also constituted a sub-committee of Risk
to MoR, still Company has consistently been adopting prudent, Management Committee namely IT and Operational Risk
efficient and cost-effective risk management strategies to cover Management Committee to assess and mitigate operational and
Exchange Rate Variation risk on its overseas borrowings. The IT risks for the corporation. Minutes of the meetings of the Sub-
Company strives to eliminate at opportune time the exchange committee along with the action taken are placed before the Risk
rate variation risk in respect of principal repayments. Timing Management Committee.
is important in such hedging transactions. The Company
recognizes the fact that contracting a hedge at a time subsequent
Internal Controls and its advocacy
to the drawdown does not expose it to any undue risk because
of longer maturities. The Risk Management Committee regularly The Company has in place, adequate internal control systems
monitors the Foreign Exchange Exposure. In accordance with commensurate with the nature and volume of its business.
the policy, the Company has hedged part of its foreign currency Efficient maintenance of accounts is facilitated by the executives
exposure thereby mitigating the exchange rate fluctuation risk to and employees of the Company. Thereafter, the same is audited
that extent. periodically by the Internal Auditors. The function of Internal Audit
has been assigned to a reputed firm of Chartered Accountants.
Some of the outstanding foreign currency borrowings of the
The scope of internal audit is well defined and is very exhaustive
Company with tenor longer than five years are either having bullet
to take care of all crucial functions and business of the Company.
repayment or amortised repayment in half-yearly instalments.
Based on their report, steps are taken at regular intervals to
As a result of amortized repayments, the risk gets significantly
further strengthen the existing systems and procedures. Their
mitigated by virtue of repayments taking place progressively at
significant observations are discussed in the Audit Committee
different points of time. Keeping in view the volatility in the foreign
Meetings regularly. The Statutory Auditors of the Company
exchange markets, the Company has been taking recourse to
are appointed by Comptroller and Auditor General (C&AG) of
selective hedging of the ECBs outstanding both on principal
India, and the appointment is rotated periodically. Besides, the
and interest amount. With a view to effectively supplementing
accounts of the Company are subject to supplementary audit
its in-house expertise on the matter, Company usually resorts
by the office of C&AG, as required under the Companies Act.
to external expert advice from reputed professional consultants,
The C&AG also conducts propriety audit of the Company. The
while taking hedging decisions.
Company has implemented Accounts Manual and Internal Audit
In compliance with the RBI Guidelines, Board-approved Risk Manual from financial year 2016-17. The Company has also
Management Policy is in place. The Company also has constituted implemented Manual for Procurement of Goods, Services and
Risk Management Committee which comprises Chairman & Works and HR Manual. The Company has also implemented a
Managing Director, Director Finance and Independent Director. policy for temporary placement of surplus funds with the Banks
Further, as per the extant RBI circular number RBI/2018-19/184 in order to strengthen its cash management system.
DNBR (PD) CC. No. 099/03.10.001/2018-19 dated 16-05-2019
RBI vide its notification dated Feb 3, 2021 has mandated Risk-
regarding appointment of a Chief Risk officer (CRO) by all the
Based Internal Audit (RBIA) framework for the specified entities
NBFC s has been complied with and a CRO has been appointed
including all non-deposit taking NBFCs with asset size of H 5,000
with effect from 1st July, 2021.
crore and above and this framework was to be implemented
The proceedings of meetings of the Risk Management Committee by March 31, 2022. The RBIA policy has been formulated and
were regularly placed in the meetings the Board of Directors. approved by the Board of Directors.
The Company has also constituted a sub-committee of Risk Besides, as mandated under Companies Act, 2013, the
Management Committee namely Forex Risk Management Statutory Auditors have certified as part of their Audit Report, the
Committee to assess and mitigate the foreign exchange effectiveness of Internal Financial Control over financial reporting.
fluctuation risk and interest rate risk in External Commercial
Borrowings. Minutes of the meetings of the Sub-committee
along with the action taken are placed before the Risk
Management Committee.
46
ANNEXURE – II
Report on Corporate Governance

This report is prepared in accordance with the provisions of and high level of investor / lender satisfaction through timely
the SEBI (Listing Obligations and Disclosure Requirements) debt servicing and grievance settlement.
Regulations, 2015 the Companies Act, 2013 and Guidelines
on Corporate Governance issued by Department of Public To foster best Corporate Governance practices, the
Enterprises (DPE), Ministry of Heavy Industries and Public Company has formulated a “Code of Business Conduct
Enterprises, Government of India. The Report contains details of and Ethics for its Board Members and Senior Management”
Corporate Governance systems and processes at Indian Railway which seeks to bring high level of ethics and transparency
Finance Corporation Limited (IRFC). in managing its business affairs. The same has also been
hosted on the website of the Company (https://irfc.co.in/).
Corporate Governance is the application of best management
practices, compliance of laws & adherence of ethical standards
2. Board of Directors
to achieve the Company’s objective of enhancing stakeholders’
value and discharge of social responsibility. The Board of Directors of IRFC comprises of eminent persons
having requisite qualifications, experience and expertise, to
IRFC is in compliance with relevant provisions contained in the
SEBI (LODR) Regulations, 2015 and Guidelines on Corporate manage the business of the Company in an efficient and
Governance for Central Public Sector Enterprises (hereinafter effective manner. The Board oversees fulfilment of corporate
referred to as Government Guidelines), issued by Department objectives by providing leadership and guidance.
of Public Enterprises, Ministry of Heavy Industries and Public
IRFC is a Government Company within the meaning of
Enterprises, Government of India. The Company is also complying
Section 2 (45) of the Companies Act, 2013 as the President
with the Circular, to the extent applicable, dated 1st July, 2015
of India acting through its administrative Ministry i.e. Ministry
issued by Reserve Bank of India under their Master Circular –
of Railway’s (MoR) which holds 86.36% of the total paid-up
“Non-Banking Financial Companies – Corporate Governance
share capital of the Company as on March 31, 2022 and
(Reserve Bank) Directions, 2015”. In this connection, relevant
as per Articles of Association of the Company, the power to
details are furnished below: -
appoint Directors vests with the President of India. Further, in
terms of Articles of Association of the Company, the number
1. Company’s Philosophy on the Code of of Directors of the Company shall not be less than three and
Governance not more than fifteen.
Corporate Governance is about maintaining valuable 2.1 Composition of the Board
relationship and trust with all stakeholders with the
commitment to maximise their value. Our commitment SEBI (LODR) Regulations, 2015, stipulates that the
towards following good Corporate Governance practices is Composition of Board of Directors of the company shall
based upon transparency, fairness, conscience, teamwork, have an optimum combination of executive and non-
professionalism and accountability. This paves the way executive directors with at least one-woman director
for following the best standards and building confidence and not less than fifty percent of the Board of Directors
among our stakeholders, which is necessary to achieve our comprising of non-executive directors.
objectives.
As at the end of financial year 31st March, 2022, there
Company looks upon Corporate Governance as an are 6 (Six) Directors on the Board of the Company.
enterprise-wide endeavour targeted at value creation in the Besides Chairman & Managing Director and Director
form of striking optimum balance between the profit it earns Finance, Two Non-Official/ Independent Director(s)
for its Shareholders and the spread it charges from Ministry and Two Government Nominee Director(s), are also in
of Railways on the cost of funds transferred to them. This position. As provided in the Articles of Association of
is sought to be achieved by conducting the business in a IRFC, the appointment of Directors and payment of their
professional manner, using a combination of delegation and remuneration are determined by the President of India.
accountability amongst key executives in the Company;
focussed attention and transparency in operations of the None of the Directors of the Company is related to each
Company; skill upgrades through need-based training, etc.; other and are independent of the Management.
47
The number of independent directors during the President of India acting through Administrative Ministry
financial year 2021-22 were insufficient as compared to i.e. Ministry of Railways (MoR). Thus the Company from
the number of independent directors required to be on to time has requested Ministry of Railways (MOR) to
the Board as per SEBI (LODR) Regulations, 2015, as appoint requisite number of Independent Directors on
the power to appoint the Directors on the Board as per the Board of the Company in order to comply with SEBI
Articles of Association of the Company vests with the (LODR), Regulations 2015 and DPE Guidelines.
The details of Board of Directors as on 31st March, 2022 are as follows: -
Details of Directors Date of

Name Appointment
Category (Functional/Official/
Designation on the Board
Non-official)
1. Whole Time Directors Chairman & Managing Director Shri Amitabh Banerjee 12.10.2019
Director Finance Ms. Shelly Verma 01.09.2020
2. Govt. Nominee Directors Govt. Nominee Director Shri Baldeo Purushartha 03.06.2020
Govt. Nominee Director Shri Bhaskar Choradia 27.11.2020
3. Non-official Part-time Directors Non-official Part-time Director Shri Vallabhbhai Maneklal 10.11.2021
(Independent Director) Patel
Non-official Part-time Director Smt. Sheela Pandit 22.11.2021
(Independent Director)
2.2 The details of composition of the Board as on 31st March 2022, including changes therein that took place during
the financial year 2021-22 and details of Directorships and Committee positions held by the Directors in other
companies and attendance at the Meetings of the Board of Directors held in FY 2021-22 are given below:
No. of No. of other Companies

Meeting Attendance Directorship held in other
No. of % of Directorship in which Membership or
held during at the Listed Companies &
Name of the Board Attendance held on Chairmanship of Committee
respective last AGM Category as on 31.03.2022
Directors Meetings of Board 31.03.2022 held on 31.03.2022*
tenure of (held on
attended Meeting in other Name of Name of
Directors 29.09.2021) Chairmanship Membership
Companies Companies Directorship
Whole Time Directors
Shri Amitabh 8 8 100% Yes None None None None None
Banerjee
Chairman &
Managing
Director/
IRFC From
12.10.2019**
Ms. Shelly 8 8 100% Yes None None None None None
Verma Director
Finance / IRFC
From 01.09.2020
Non-Executive Directors (Government Nominees)
Shri Baldeo 8 7 87.5% No 3 None None None None
Purushartha
Government
Nominee
Director From
03.06.2020
Shri Bhaskar 8 8 100% Yes None None None None None
Choradia
Government
Nominee
Director From
27.11.2020
48
No. of No. of other Companies

Meeting Attendance Directorship held in other
No. of % of Directorship in which Membership or
held during at the Listed Companies &
Name of the Board Attendance held on Chairmanship of Committee
respective last AGM Category as on 31.03.2022
Directors Meetings of Board 31.03.2022 held on 31.03.2022*
tenure of (held on
attended Meeting in other Name of Name of
Directors 29.09.2021) Chairmanship Membership
Companies Companies Directorship
Independent Directors
Shri Ashok 4 4 100% NA None None None None None
Kumar Singhal
Independent
Director From
20.07.2018 to
20.07.2021
Shri Vallabhbhai 2 2 100% NA 1 None None None None
Maneklal Patel
Independent
Director From
10.11.2021
Smt. Sheela 2 2 100% NA None None None None None
Pandit
Independent
Director From
22.11.2021
* This includes chairmanship/membership of Audit Committee and Stakeholders Relationship Committee. No Director of the Company is a member in more than
ten (10) Committees or acts as Chairperson of more than five (5) Committees across all companies in which he/she is a director.
** Took Over the charge of Chairman & Managing Director on 21st May, 2020 vide Ministry of Railway (MoR) order No.2018/PL/47/2 dated 21.05.2020.
2.3 Meetings of Board of Directors Official Part-time Directors (Independent Directors) vests
with the Government of India. Thus, skills / expertise /
The Board of Directors has been holding its meetings competencies of an incumbent are within the purview of
regularly. 8 (Eight) such meetings were held on 6th May, Govt. of India.
2021, 19th May, 2021, 29th June, 2021, 19th July, 2021,
13th August, 2021, 1st November, 2021, 10th February, 2.8 All the Independent Directors in the meeting of the
2021 and 30th March, 2022. Board of Directors of the Company gave a declaration
that they meet the criteria of independence as
2.4 No director of the Company is inter-se related to provided under Section 149(6) of the Companies Act,
any other director on the Board. 2013, SEBI (LODR) Regulations, 2015 and DPE’s
Guidelines on Corporate Governance for CPSEs. The
2.5 As on 31st March, 2022, the Director’s shareholding is
Board of Directors in the said meeting confirmed that
Nil.
the Independent Directors of the Company fulfil the
2.6
Familiarization programme for Independent conditions specified in Companies Act, 2013, SEBI
Directors (LODR) Regulations, 2015 and DPE’s Guidelines on
Corporate Governance for CPSEs and are independent
The details of familiarization programmes imparted to of the management. No Independent Director has
Independent Directors are displayed on the Company’s resigned during the FY 2021-22.
website. The details are hosted at https://irfc.co.in/
investors-2/. In the opinion of the Board, the Independent Director
possess the requisite expertise and experience and are
2.7 A chart or matrix setting out the skills / expertise the persons of high integrity and repute. The Independent
/ competencies identified of the board and Directors have registered themselves in Independent
name of directors having such skills/ expertise Directors Databank with IICA and shall take the online
/ competencies as required in the context of proficiency test and within the prescribed period.
its business (es) and sector(s) for an efficient
functioning Further, Shri Vallabhbhai Maneklal Patel appointed
as Non-Official / Independent Director w.e.f 10th
IRFC, being a Govt. Company within the meaning of November, 2021 vide Ministry of Railways, Government
Section 2(45) of the Companies Act, 2013 the power of India's order No. 2019/PL/57/22 dated 9th November
to appoint functional / Official Part-time Directors / non- 2021 and Smt. Sheela Pandit appointed as Non-Official
49
/ Independent Director w.e.f. 22nd November, 2021 vide 2.9 Information placed before the Board
Ministry of Railways, Government of India's order No.
2019/PL/57/22 dated 9th November 2021. Both the Information placed before the Board of Directors
Independent Directors have submitted their declaration from time to time broadly includes items specified in
of independence to the Board of Directors. the Companies Act, SEBI Regulations, Government
Guidelines and any other information considered
Separate Meeting of Independent Directors relevant and useful in facilitating meaningful and focused
deliberations on issues concerning the Company and
The Separate Meeting of Independent Directors for the taking decisions in an informed and efficient manner.
FY 2021-22 was held on 31st January, 2022 in terms Additionally, Directors on the Board are free to seek and
of SEBI (LODR) Regulations, 2015, Schedule IV of access all information pertaining to the business of the
Companies Act, 2013 and as per the Guidelines issued Company, as and when required. In case of urgency,
by DPE on Roles & Responsibilities of Non-Official resolutions are passed by circulation, which are noted
Directors (Independent Directors) of CPSEs. All the by the Board in their next Meeting. Minutes of the
Independent Directors attended the said Meeting. Meetings of the Committee(s) constituted by the Board
are also placed in their next Meeting (of the Board) for
Directors and Officers insurance
their information and noting.
The Company has undertaken Directors and Officers
insurance (‘D and O insurance’) for all its Directors, 3. Audit Committee
including independent directors, for a quantum and
risks as determined by the Board of Directors of the The Company has constituted Audit Committee in line with
Company. the provisions of Section 177 of the Companies Act, 2013
read with Regulation 18 of SEBI (LODR) Regulations, 2015
and the Government Guidelines.
As on 31st March, 2022, the Audit Committee comprised of the following Directors:
Sr.
Name of Director Nature Status
No.
(i) Shri Vallabhbhai Maneklal Patel Independent Director Chairman
(ii) Smt. Sheela Pandit Independent Director Member
(iii) Shri Amitabh Banerjee Chairman & Managing Director Member
Company Secretary acts as Secretary to the Audit Committee.
During the financial year 2021-22, Five (5) Meetings of the Committee were held on 29th June, 2021, 13th August, 2021, 1st
November, 2021, 10th February, 2022 and 30th March, 2022.
Participation of the Members in these Meetings is outlined below: -

Sr. Number of Meetings Number of Meetings
Name of the Member of the Audit Committee
No. held during their tenure attended
1. Shri Ashok Kumar Singhal 1 1
Non-Official / Independent Director
2. Shri. Amitabh Banerjee 5 5
Chairman & Managing Director
3. Shri Baldeo Purushartha 3 3
Government Nominee Director
4. Shri Bhaskar Choradia 2 2
50

Name of the Member of the Audit Committee
5. Shri Vallabhbhai Maneklal Patel 2 2
6. Smt. Sheela Pandit 2 2
Notes:-
• Shri Ashok Kumar Singhal ceased to be Non-Official/ Independent Director of the Company w.e.f 20th July, 2021 due to completion of his tenure.
• Shri Baldeo Purushartha and Shri Bhaskar Choradia ceased to be member(s) of the Committee w.e.f 24th November, 2021.
• Shri Vallabhbhai Maneklal Patel and Smt. Sheela Pandit appointed as member(s) of the committee w.e.f 24th November, 2021.
Terms of Reference of the Audit Committee specified by the (e).

compliance with listing and other legal
Board are in conformity with the requirements of Section 177 requirements relating to financial statements;
of the Companies Act, 2013 read with Regulation 18 and
part C of schedule II of SEBI (LODR) Regulations, 2015. The (f). disclosure of any related party transactions;
terms of reference are as follows: -
(g). modified opinion(s) in the draft audit report;
A. The role of the audit committee shall include the
5. reviewing, with the management, the quarterly
following:
financial statements before submission to the
1. oversight of the Company’s financial reporting board for approval;
process and the disclosure of its financial
6. reviewing, with the management, the statement
information to ensure that the financial statement
of uses / application of funds raised through
is correct, sufficient and credible;
an issue (public issue, rights issue, preferential
2. taking on record the appointment of auditors of the issue, etc.), the statement of funds utilized for
Company by the Comptroller and Auditor General purposes other than those stated in the offer
of India, recommendation for remuneration, terms document / prospectus / notice and the report
of appointment of auditors of the Company based submitted by the monitoring agency monitoring
on the order of Comptroller and Auditor General of the utilisation of proceeds of a public or rights
India and to review the follow-up action taken on issue, and making appropriate recommendations
the audit observations of the C&AG audit; to the board to take up steps in this matter;
3. approval of payment to statutory auditors for any 7. reviewing and monitoring the auditor’s
other services rendered by the statutory auditors; independence and performance, and effectiveness
of audit process;
4. reviewing, with the management, the annual
financial statements and auditor's report thereon 8. approval or any subsequent modification of
before submission to the board for approval, transactions of the Company with related parties;
with particular reference to:
9. scrutiny of inter-corporate loans and investments;
(a) matters required to be included in the director’s
10. valuation of undertakings or assets of the Company,
responsibility statement to be included in the
wherever it is necessary;
board’s report in terms of clause (c) of sub-
section (3) of Section 134 of the Companies 11. evaluation of internal financial controls and risk
Act, 2013; management systems;
(b) changes, if any, in accounting policies and 12. reviewing, with the management, performance of
practices and reasons for the same; statutory and internal auditors, adequacy of the
internal control systems;
(c) major accounting entries involving estimates
based on the exercise of judgment by 13. reviewing the adequacy of internal audit function,
management; if any, including the structure of the internal audit
department, staffing and seniority of the official
(d). significant adjustments made in the financial
heading the department, reporting structure
statements arising out of audit findings;
coverage and frequency of internal audit;
51
14. discussion with internal auditors of any significant B. The audit committee shall mandatorily review the
findings and follow up there on; following information:
15. reviewing the findings of any internal investigations 1. management discussion and analysis of financial
by the internal auditors into matters where there is condition and results of operations;
suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting 2. management letters / letters of internal control
the matter to the board; weaknesses issued by the statutory auditors;
16. discussion with statutory auditors before the audit 3. internal audit reports relating to internal control
commences, about the nature and scope of audit weaknesses;
as well as post-audit discussion to ascertain any
4. the appointment, removal and terms of
area of concern;
remuneration of the chief internal auditor shall be
17. to look into the reasons for substantial defaults in subject to review by the audit committee;
the payment to the depositors, debenture holders,
5. statement of deviations:
shareholders (in case of non-payment of declared
dividends) and creditors; a. quarterly statement of deviation(s) including
report of monitoring agency, if applicable,
18. to review the functioning of the whistle blower
submitted to stock exchange(s) in terms
mechanism;
of Regulation 32(1) of the SEBI Listing
19. approval of appointment of chief financial Regulations;
officer after assessing the qualifications,
b. annual statement of funds utilized for purposes
experience and background, etc. of the candidate;
other than those stated in the offer document/
20. Carrying out any other function as specified by the prospectus/notice in terms of Regulation 32(7)
Board from time to time; of the SEBI Listing Regulations.
21. reviewing the utilization of loans and/ or advances

4. Nomination & Remuneration Committee
from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of The Company is a Central Public Sector Undertaking and
the asset size of the subsidiary, whichever is lower accordingly the appointment of Chairman & Managing
including existing loans / advances / investments Director, other Directors and fixation of their remuneration
existing as on the date of coming into force of this are decided by the President of India in terms of the Articles
provision; of Association of the Company. However, the Company has
constituted a Nomination and Remuneration Committee
22. consider and comment on rationale, cost-
pursuant to the provisions of the Companies Act, 2013,
benefits and impact of schemes involving
DPE’s Guidelines on Corporate Governance for CPSEs, SEBI
merger, demerger, amalgamation etc., on the
(LODR) Regulations, 2015 and RBI’s Corporate Governance
Company and its shareholders.
norms.
As on 31st March, 2022, the Nomination & Remuneration Committee comprised of the following Directors:
Sr.
No.
(i) Shri Vallabhbhai Maneklal Patel Independent Director Chairman
(ii) Smt. Sheela Pandit Independent Director Member
(iii) Shri Baldeo Purushartha Goverment Nominee Director Member
Company Secretary acts as Secretary to the Committee.
52
During financial year 2021-22, Two (2) Meetings of the Committee were held on 16th July, 2021 and 9th February, 2022. Participation
of the Members in these Meetings is outlined below: -
Sr. Name of the Member of the Nomination & Number of Meetings Number of Meetings
No. Remuneration Committee held during their tenure attended
Notes:-
• Shri Bhaskar Choradia ceased to be member of the Committee w.e.f 24th November, 2021.
• Shri Vallabhbhai Maneklal Patel and Smt. Sheela Pandit appointed as member(s) of the Committee w.e.f 24th November, 2021.
The Role and Terms of Reference of the Nomination and Independent Director of non-independent directors and
Remuneration Committee are as provided under the relevant chairman and performance evaluation of the independent
provisions of Companies Act, DPE’s Guidelines on Corporate directors by the Board, if the concerned departments
Governance for CPSEs, SEBI (LODR) Regulations, 2015 and or ministries have specified these requirements. In this
RBI’s Corporate Governance norms. regard, the Department of Public Enterprises (DPE) has
also laid down a mechanism for performance appraisal of
Performance Evaluation of Directors all Functional Directors. DPE has also initiated evaluation of
Independent Directors.
The requirement of performance evaluation of directors
under Section 178(2) of the Companies Act, 2013 has been
done away with for Government Companies vide Ministry of 5. Stakeholder’s Relationship Committee
Corporate Affairs’ (MCA) Notification dated 5th June, 2015.
Further, MCA vide its notification dated 05th July, 2017 has In accordance with Section 178(5) of the Companies Act,
made an amendment in the Schedule IV of the Act, whereby 2013 read with Regulation 20 of SEBI (LODR) Regulations,
it has exempted Government Companies from complying 2015, the Company has constituted Stakeholders
with the requirement of performance evaluation by the Relationship Committee.
As on 31st March 2022, the Stakeholders’ Relationship Committee comprised of the following Directors:
Sr.
No.
(i) Smt. Sheela Pandit Independent Director Chairperson
(ii) Shri Amitabh Banerjee Chairman & Managing Director Member
(iii) Ms. Shelly Verma Director Finance Member
Company Secretary acts as Secretary to the Committee.
53
During financial year 2021-22, One Meeting of the Committee was held on 29th June, 2021. Participation of the Members is
outlined below: -
Sr. Name of the Member of the Stakeholders’ Relationship Number of Meetings Number of Meetings
No. Committee held during their tenure attended
Non- Official / Independent Director
2. Shri Amitabh Banerjee 1 1
3. Ms. Shelly Verma 1 1
Director Finance
Notes:-
Name and Designation of Compliance Officer
Shri Vijay Babulal Shirode, Company Secretary acts as Compliance officer of the Company.
Investor Complaints
Information on investor complaints for the year ended 31st March, 2022, is as follows:
Sr.
Particulars Equity Bonds
No.
1 Complaints pending at the beginning Nil Nil
2 Complaints received through correspondence 1028 1577
3 Complaints received from the SEBI during the period 34 2
4 Complaints resolved / replied during the period 1062 1579
5 Complaints pending at the end Nil Nil
5A. Risk Management Committee
As per requirement of SEBI (LODR) Regulations, 2015, Risk Management Committee has been constituted to monitor and
review the risk management plan of the Company and to make recommendations to the Board of Directors for taking up
various risk management activities.
As on 31st March, 2022, the Risk Management Committee comprised of the following directors:
Sr.
No.
(i) Shri Amitabh Banerjee Chairman & Managing Director Chairman
(ii) Shri Vallabhbhai Maneklal Patel Independent Director Member
During the financial year 2021-22, Four(4) Meeting were held on 28th June, 2021, 25th August, 2021, 24th December, 2021
and 29th March, 2022 Participation of the Members is outlined below: -
Sr. Name of the Member of the Risk Management Number of Meetings Number of Meetings
Non-Official/Independent Director
3. Ms. Shelly Verma 4 4
Director Finance
54
Sr. Name of the Member of the Risk Management Number of Meetings Number of Meetings
Non- Official/Independent Director
Notes:-
• Shri Bhaskar Choradia ceased to be member of the Committee w.e.f 24th November, 2021.
• Shri Vallabhbhai Maneklal Patel appointed as member of the committee w.e.f 24th November, 2021.
The Role and Terms of Reference of the Risk Management Committee as follows :
• To formulate a detailed risk management policy which shall include:
• A framework for identification of internal and external risks specifically faced by the listed entity, in particular including
financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any
other risk as may be determined by the Committee.
• Measures for risk mitigation including systems and processes for internal control of identified risks.
• Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
• To periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
• To keep the board of directors informed about the nature and content of its discussions, recommendations and actions
to be taken;
• The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the
Risk Management Committee.
• The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any
overlap with activities of such committees, as per the framework laid down by the board of directors.”
5B. CSR Committee
In accordance with provisions of Section 135 of the Companies Act, 2013, read with the Government Guidelines, the Company
has constituted CSR Committee.
As on 31st March, 2022, the CSR Committee comprised of the following Directors:
Sr.
No.
(i) Shri Amitabh Banerjee Chairman & Managing Director Chairman
(ii) Shri Vallabhbhai Maneklal Patel Independent Director Member
Company Secretary acts as Secretary of the Committee.
55
During the financial year 2021-22, Five (5) Meetings of the Committee were held on 6th May, 2021, 19th July, 2021, 1st November,
2021, 9th February, 2022 and 29th March, 2022. Participation of the Members in these Meetings is outlined below: -

Name of the Member of the CSR Committee
2. Ms. Shelly Verma, 5 5
Director Finance
Notes:-
• Shri Ashok Kumar Singhal ceased to be Non-Official/ Independent Director of IRFC w.e.f 20th July, 2021 due to completion of his tenure.
• Shri Baldeo Purushartha ceased to be member of the CSR Committee w.e.f 24th November, 2021.
• Shri Vallabhbhai Maneklal Patel appointed as member of the CSR committee w.e.f 24th November, 2021.
5C. IT Strategy Committee
In compliance with the Reserve Bank of India’s Master Direction for Information Technology Framework for NBFCs, the Board
of Directors of the Company constituted the IT Strategy Committee. The primary roles and responsibilities of the IT strategy
committee as mentioned in the RBI’s Master directive is as follows: -
• Approving IT strategy and policy documents and ensuring that the management has put an effective strategic planning
process in place;
• Ascertaining that the management has implemented processes and practices that ensure that the IT delivers value to the
business;
• Ensuring IT investments represent a balance of risks and benefits and that budgets are acceptable;
• Monitoring the method that management uses to determine the IT resources needed to achieve strategic goals and provide
high-level direction for sourcing and use of IT resources.
As on 31st March, 2022, the IT Strategy Committee comprised of the following:
Sr. Name of Member of the IT Strategy Nature Status

No. Committee
(i) Smt. Sheela Pandit Independent Director Chairperson
(ii) Shri Sunil Kumar Goel Group General Manager (Finance)* Member
(iii) Shri Ajay Swami General Manager (Finance III)** Member
(iv) Shri Amarendra Sahoo Joint General Manger (IT)*** Member Conveyor
* Group General Manager (Finance) is designated as Chief Information Officer (CIO)
**General Manager (Finance III) is designated as Chief Information Security Officer (CISO)
*** Joint General Manger (IT) is designated as Chief Technology Officer (CTO)
56
During the financial year 2021-22, Three (3) Meetings of the Committee were held on 17th June, 2021, 10th December, 2021 and
3rd February, 2022. Participation of the Members in these Meetings is outlined below:

Name of the Member of the IT Strategy Committee
3. Shri Sunil Kumar Goel 2 2
Group General Manager (Finance)
4. Shri Amarendra Sahoo 3 3
Joint General Manger (IT)
5. Shri Ajay Swami 1 1
General Manager (Finance III)
Notes:-
• Shri Ashok Kumar Singhal ceased to be Non-Official/ Independent Director of IRFC w.e.f 20th July, 2021 due to completion of his tenure.
• Smt. Sheela Pandit Non-Official Independent Director appointed as member of the committee w.e.f 24th November, 2021.
• Shri Sunil Kumar Goel appointed as member of the committee w.e.f 1st November, 2021
• Shri Ajay Swami appointed as member of the committee w.e.f 30th March, 2022
6. Remuneration of Directors
IRFC, being a Government Company, the appointment, tenure and remuneration of Directors is decided by the President of
India. Remuneration paid to Chairman & Managing Director and Functional Directors during the Financial Year 2021-22 were as
per terms and conditions of their appointment. Independent Directors are paid only sitting fee per Board / Committee meeting
attended in accordance with the provisions of Companies Act, 2013.
Remuneration paid to Key Managerial Personnel (KMPs)
Remuneration is paid by the Company during FY 2021-22 to its Key Managerial Personnel (KMPs)as follows: -
(H in Mn)
Performance Pension
Sr. Name & Salary & Leave CPF
Linked Perquisites Fund Total
No. Designation Allowances Encashment Contribution
Incentive Contribution
1 Shri Amitabh 5.26 2.98 0.05 1.06 0.49 0.41 10.25
Banerjee,
Chairman &
Managing
Director
2 Ms. Shelly Verma, 5.13 1.01 0.08 - 0.41 - 6.63
Director Finance
3 Shri Vijay Babulal 1.82 0.39 0.16 0.10 0.15 0.12 2.74
Shirode,
Company
Secretary
Notes:-
• Performance Linked Incentive is paid in line with the guidelines issued in this regard by DPE.
• Leave Encashment of H 0.58 Mn and Pension Fund Contribution of H 0.29 Mn of Ms. Shelly Verma has been remitted to her former employer.
• Perquisites does not include Non-taxable Medical Reimbursements and employer’s contribution to Gratuity based on actuarial valuation.
• Pension contribution was deposited in NPS account. Hence, the Employer Pension Contribution is part of salary u/s 17(1) of the Income Tax Act, 1961 in Form 16.
• The Company has not given any stock options. Further, the appointment of Directors and terms of appointment including remuneration, notice period, severance
fees etc., if any, are decided by the President of India.
57
Remuneration of Non-Executive Directors
The Non-Executive Directors are paid sitting fees of H 40,000/- for attending each meeting of the Board of Directors and H 25,000/-
for attending each meeting of the Committee(s) thereof, which is well within the limits prescribed under the Companies Act,
2013 and Rules made thereunder. During the financial year 2021-22, the details of remuneration paid to Non-Executive Directors
towards sitting fees (excluding GST), were as under: -
(H in Mn)
Sr. Sitting Fees
Name of Non - Executive Director Total
No. Board Meeting Committee Meeting
1 Shri Baldeo Purushartha - - -
2 Shri Bhaskar Choradia - - -
3 Shri Ashok Kumar Singhal 0.16 0.18 0.34
4 Shri Vallabhbhai Maneklal Patel 0.08 0.20 0.28
5 Smt. Sheela Pandit 0.08 0.15 0.23
Total 0.85
Notes:-
• The Government Nominee Director(s) are not entitled to any remuneration or sitting fees from the Company, as per the norms of the Government of India.
• Shri Ashok Kumar Singhal ceased to be Non official/ Independent Director of IRFC w.e.f. 20th July, 2021 due to completion of his tenure.
• Shri Vallabhbhai Maneklal Patel appointed as Non-Official / Independent Director w.e.f. 10th November, 2021.
• Smt. Sheela Pandit appointed as Non-Official / Independent Director w.e.f. 22nd November, 2021.
Apart from the above, the Non-Executive Directors do not have any material pecuniary relationship or transaction with the
Company, except to the extent of payment / reimbursement towards air tickets, hotel accommodation, hiring of vehicle, out-of-
pocket expenses, local conveyance etc., if applicable, in respect of attending meetings of the Board or Committees thereof.
7. General Body Meetings
Details of venue and timing of last three Annual General Meetings (AGM) are as under: -
AGM Financial
AGM Date Venue Time Whether any special resolution passed
No. Year
34 2020-21 29th Room Nos. 1316 - 1349, 3:00 P.M. Two Special Resolutions were passed:
September, 3rd Floor, The Ashok, • Increase in borrowing Powers of the Board of
2021 Diplomatic Enclave, 50-B, Directors of IRFC in terms of Section 180(1)(c) of
Chanakyapuri, New Delhi the Companies Act, 2013
– 110021 through Video
• Increase in ceiling for creation of charge in terms
Conferencing
of Section 180(1)(a) of the Companies Act, 2013.
33 2019-20 30th UG –Floor, East Tower, 3:00 P.M. Three Special Resolutions were passed:
September, NBCC Place, Bhisham • Alteration of certain Articles of Association of the
2020 Pitamah Marg, Lodhi Company
Road , Pragati Vihar,
• Increase in Authorized Share Capital
New Delhi-110003
• Initial Public Offer (IPO) of Equity Shares by IRFC
32 2018-19 26th Committee Room (237), 5.30 P.M. Three Special Resolutions were passed:
September, 2nd Floor, Rail Bhawan, • Initial Public Offering (IPO)
2019 New Delhi.
• Borrowing Powers of the Board of Directors of IRFC
• Creation of Charge
58
Extra -Ordinary General Meeting
No Extra -Ordinary General Meeting was held during the financial year ended on 31st March, 2022.
Postal Ballot
During the year under review, no resolution was passed through postal ballot. However, if required, the same shall be passed in
compliance of provisions of Companies Act, 2013, Listing Regulations or any other applicable laws.
8. Means of Communication
Company communicates with its shareholders through its Investors Call, Annual Report, General Meetings, disclosures through its
website and Publication of Audited/Unaudited Financial Results in newspapers. Information, latest updates and announcements
regarding the Company can be accessed at the company’s website: https://irfc.co.in/ includes the following:
• Annual Report;
• Financial Information;
• Shareholding Pattern;
• Corporate Governance Reports;
• Investors Presentations and Transcripts of conference calls/analyst meets;
• Intimations to Stock Exchanges from time to time;
• Debenture Trustee details;
• Annual Return;
• Investor Contact details;
• MoU’s;
• Independent Directors Familiarization Programme;
Company also communicates with its institutional shareholders through a combination of analysts briefing, individual discussions
and also participation in investor conferences from time to time. Financial Results are discussed by way of conference calls,
regularly after the closure of each quarter.
Information Memorandum in respect of issuance of the bonds of the Company has been hosted on the website of National Stock
Exchange of India Limited (NSE) and BSE Limited (BSE). Annual Accounts of the Company are also available on the website of
the Company.
Website of the Company hosts all important information for investors and stakeholders.
9. General Shareholder Information
i) Annual General Meeting:
The 35th Annual General Meeting of the Shareholders will be held through video conferencing / other audio-visual means on
the following day, date and time: -
Day, Date & Time
Friday, 23rd September, 2022 At 3.00 PM (IST)
Details regarding participation in the said meeting and other relevant information are appearing in the Notice of the 35th
Annual General Meeting of the Company forming part of this Annual Report
59
ii) Financial Year
Financial year of the Company spans the period 1st April to 31st March of the following year.
iii) Payment of Dividend
The Company paid an interim dividend of H 0.77/- per share (i.e., @ 7.7 % on the paid-up equity share capital of H 10/- each)
declared on 1st November, 2021. Further, the Board of Directors has recommended final dividend of H 0.63/- per share (i.e.,
@ 6.3% on the on the paid-up equity share capital of H 10/- each) subject to shareholders approval at the forthcoming AGM.
Payment will be effected after 30 days of date of Annual General Meeting. Member(s) are requested to register/update their
E-mail ID with company at investors@irfc.co.in/ Depository participants/Company's Registrar & Share Transfer Agent at irfc@
beetalfinancial.com which will be used for sending official documents through e-mail in future.
Pursuant to SEBI (LODR) Regulations, 2015, the company has formulated a “Dividend Distribution Policy” and the same is
available on Company’s website at https://irfc.co.in/investors-2/
Unpaid/Unclaimed Dividend
The unclaimed balance amount of interim dividend for the FY 2020-21 as on 31st March, 2022 was H 5.92 million and interim
dividend for the FY 2021-22 as on 31st March, 2022 was H 4.04 million.
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 Dividend Account of the Company, are liable to be transferred to the Investor Education and
Protection Fund ("IEPF"). The shares in respect of such 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 available on Company’s website.
iv) Listing on Stock Exchange
IRFC equity shares are listed on the following Stock Exchanges:
National Stock Exchange of India Limited BSE Limited

Listing department, Exchange Plaza, Listing Dept / Dept of Corporate Services,
Bandra- Kurla Complex, Bandra (E) PJ Towers, Dalal Street,
Mumbai- 400 051 Mumbai -400 001
Scrip Symbol: IRFC Scrip Code: 543257
Stock Code: ISIN – INE053F01010
Listing fees for the year 2021-22 has been paid to the stock exchanges.
v) Market Price Data

NSE BSE
Month
High Low High Low
April 2021 23.20 20.80 23.15 20.75
May 2021 24.25 20.90 24.30 20.90
June 2021 26.45 23.45 26.45 23.40
July 2021 25.00 22.85 25.00 22.80
August 2021 24.25 22.55 24.25 22.50
September 2021 23.15 22.25 23.15 22.25
October 2021 26.40 22.75 26.35 22.75
November 2021 26.00 22.70 26.00 22.65
December 2021 23.90 22.40 23.95 22.40
January 2022 24.35 22.50 24.30 22.50
February 2022 23.60 20.90 23.60 20.90
March 2022 23.20 21.05 23.20 21.05
60
vi) Stock Exchange Index

NSE NIFTY BSE SENSEX
Month
High Low High Low
April 2021 15044.35 14151.40 50375.77 47204.50
May 2021 15606.35 14416.25 52013.22 48028.07
June 2021 15915.65 15450.90 53126.73 51450.58
July 2021 15962.25 15513.45 53290.81 51802.73
August 2021 17153.50 15834.65 57625.26 52804.08
September 2021 17947.65 17055.05 60412.32 57263.90
October 2021 18604.45 17452.90 62245.43 58551.14
November 2021 18210.15 16782.40 61036.56 56382.93
December 2021 17639.50 16410.20 59203.37 55132.68
January 2022 18350.95 16836.80 61475.15 56409.63
February 2022 17794.60 16203.25 59618.51 54383.20
March 2022 17559.80 15671.45 58890.92 52260.82
vii) The Securities of the Company has not been suspended from trading.
viii) Registrar and Transfer Agents:
EQUITY SHARES BONDS

M/s. Beetal Financial & Computer Services (P) Ltd. M/s. KFin Technologies Private Limited
3rd Floor 99 Madangir, Behind Local Shopping Centre, Near Selenium Tower B, Plot Nos. 31 & 32, Financial District
Dada Harsukhdas Mandir,New Delhi- 110062 Nanakramguda Serilingampally Mandal, Hyderabad –
Email id: irfc@beetalfinancial.com 500032, India
Ph. No : 91-11-2996 1281-83 Email id: brahma.k@kfintech.com
Website: www.beetalfinancial.com P : +91 040 6716 1598, Toll Free No: 1800-345-4001
Website: www.kfintech.com
ix) Share Transfer System
As per Regulation 40 of SEBI (LODR) Regulations, 2015 as amended, securities of listed companies can be transferred only
in dematerialized form. Further, the transmission or transposition of securities held in physical or dematerialized form shall be
effected only in dematerialized form.
Pursuant to SEBI (LODR) Regulations, 2015 certificate on yearly basis confirming due compliance of shares transfer formalities
by the Company from a Practicing Company Secretary have been submitted to Stock Exchanges within stipulated time.
x) Distribution of shareholding
Distribution of shareholding as on 31st March, 2022 is as follows: -
Sr.
Amount No. of shareholders % of shareholders No. of shares % of shares
No.
1 1-500 3,36,239 21.78 62,70,467 0.05
2 501-1000 1,45,791 9.44 1,30,08,189 0.10
3 1001-2000 1,21,377 7.86 1,99,38,910 0.15
4 2001-3000 65,245 4.23 1,71,02,503 0.13
5 3001-4000 37,663 2.44 1,39,02,788 0.11
6 4001-5000 63,636 4.12 3,09,18,713 0.24
7 5001-10000 6,27,466 40.65 39,79,44,686 3.05
8 10001 & Above 1,46,272 9.48 12,56,94,19,744 96.18
Total 15,43,689 100 13,06,85,06,000 100
61
Shareholding pattern as on 31st March, 2022 is as follows: -
Category Total No. of shares % to Equity

Promoters 11,28,64,37,000 86.36
Resident Individual 1,10,02,64,700 8.42
Mutual Fund 26,30,58,227 2.01
QIB Insurance Company Registered With IRDA 15,19,78,616 1.16
FPI Category I Body Corporate 14,67,49,498 1.12
Body Corporate 4,38,23,191 0.34
HUF 3,37,54,876 0.26
NRI Repatriable 2,01,33,530 0.15
NRI Non Repatriable 71,66,156 0.05
Clearing Member 46,58,633 0.04
Body Corporate LLP 29,47,297 0.02
Body Corporate Client Collateral Account 24,60,121 0.02
Trusts 22,88,313 0.02
Body Corporate Margin Trading 21,27,726 0.02
Mutual Fund Custodian Mutual Fund 4,88,216 0.00
Body Corporate Broker 1,22,456 0.00
FPI Category II Individual 12,782 0.00
Resident Individual Margin Trading Account 10,950 0.00
Body Corporate Co-Operative Body 8,000 0.00
Individual Association of Persons AOP 4,144 0.00
NRI DR 4,000 0.00
Body Corporate NBFC 3,437 0.00
Foreign National 3,055 0.00
Resident Individual DR 576 0.00
Trusts Other Employee Benefit Trust old Schem 500 0.00
Total 13,06,85,06,000 100
% to total Capital
Particulars No. of Shares
Issued
NSDL 12,38,08,58,516 94.74%
CDSL 68,76,45,859 5.26%
Physical 1625 0.00%
Total 13,06,85,06,000 100
xii) Outstanding GDR and ADR Warrants or any xiv) Location of IRFC Plants
convertible instruments, conversion date and
likely impact on equity IRFC has no plants as it is into the business of Lease &
Project Financing.
No GDR and ADR Warrants/Convertible Instruments
have been issued by the Company. xv) Address for correspondence: -
Registered Office
xiii) Commodity price risk or foreign exchange risk and Indian Railway Finance Corporation Limited
hedging activities Room Nos 1316 – 1349, 3rd Floor, The Ashok,
Diplomatic Enclave, 50-B, Chanakyapuri,
Your Company has put in place Risk Management
New Delhi -110021
policy to manage risks associated with foreign currency
CIN - L65910DL1986GOI026363
borrowings. The Company enters into hedging
transactions to cover exchange rate and interest rate Company Secretary
risk through various instruments like forwards, options Vijay Babulal Shirode
and swaps. Tel: +91 11 24100385
Email: investors@irfc.co.in
62
xvi) Credit Rating There has been no instance of non-compliance of any

statutory regulation or Government guidelines, nor
Domestic: there has been any penalties or strictures imposed
on the Company on any matter related to the capital
During the financial year 2021-22, the Company’s long-
market and guidelines issued by Government except as
term domestic borrowing programme was awarded the
disclosed in the Secretarial Audit Report.
highest credit rating of “CRISIL AAA/Stable”, “[ICRA]
AAA (Stable)” and “CARE AAA [Triple A]” by CRISIL, iii) Whistle Blower Policy: - In line with extant best practices
ICRA and CARE respectively. The Company also got and also under Section 177 of the Companies Act, 2013
its short-term borrowing programme rated, obtaining read with the relevant Rules and SEBI (LODR) Regulations,
the highest rating of ‘‘CRISIL A1+’’, ‘‘[ICRA] A1+’’, and 2015, the Company has framed a Whistle Blower Policy,
“CARE A1+ [A One Plus]” by CRISIL, ICRA and CARE. and the same has been communicated to all employees
of the Company. For convenience of all stakeholders,
International:
the said policy has also been hosted on the website of
During the financial year 2021-22, three international the Company. No personnel of the Company have been
credit rating agencies – Standard & Poor’s, Fitch and denied access to the Audit Committee in the context of
Moody’s – have awarded “BBB- with Stable Outlook”, action under the Policy. IRFC has a Whistle- Blower Policy
“BBB- with Negative Outlook” and “Baa3 with Stable & has been hosted on the website of the Company at
Outlook” ratings respectively to your Company. https://irfc.co.in/wp-content/uploads/2022/05/Whistle-
Besides, the Company obtained an issuer specific Blower-Policy.pdf
credit rating of “BBB+ with Stable Outlook” from
iv) The Company does not have any Subsidiary.
Japanese Credit Rating Agency. Each of the four credit
ratings is equivalent to India’s sovereign rating, and is of v) Pursuant to SEBI (LODR) Regulations, 2015, the
investment grade. company has formulated a “Related Party Transaction
Policy” and the same is available at https://irfc.co.in/wp-
(xvii) Reconciliation of Share Capital Audit
content/uploads/2022/05/Related-Party-Transactions-
The Reconciliation of Share Capital Audit is conducted by Policy.pdf
a Company Secretary in practice, who issues quarterly
vi) Certificate pursuant to Regulation 34 (3) and Schedule
report on the total admitted capital with National Securities
V Para C clause (10) (i) of SEBI (LODR) Regulations,
Depository Limited and Central Depository Services (India)
2015 has been obtained from Company Secretary in
Limited (“Depositories”) and the total issued capital and
Practice that none of the directors on the Board of the
listed capital. The audit confirms that the total issued/paid-
Company have been debarred or disqualified from being
up capital is in agreement with the aggregate of the total
appointed or continuing as directors of the companies
number of shares in physical form and the total number
by the Securities and Exchange Board of India / Ministry
of shares in dematerialized form (held with Depositories)
of Corporate Affairs or any such statutory authority.
and that the requests for dematerialization of shares are
Certificate is enclosed as Annexure A forming part of
processed by the R&T Agent within stipulated period and
this report.
uploaded with the concerned depositories.
vii) The Detail of fees paid to the Statutory Auditors by IRFC
10. Disclosures during FY 2021-22 have been disclosed in the Financial
Statements.
i) The Company has not entered into any materially
significant related party transaction that may have viii) Disclosures in relation to the Sexual Harassment of
any potential conflict with the interest of the Company. Women at Workplace (Prevention, Prohibition and
Further, the Company did not enter into any significant Redressal) Act,2013
related party transactions with board members where
they had personal interest. Further, the transactions Sr. No. of
Particulars
with Ministry of Railways and / or its entities are in the No. Complaints
ordinary course of business and at arm’s length. 1 Number of Complaints filed Nil
during FY 2021-22
ii) Details of non-compliance, penalties structure imposed 2 Number of Complaints Nil
by stock exchange or any statutory authority or any disposed of during FY 2021-22
matter related to capital markets, during last three years: 3 Number of Complaints pending Nil
as on end of the FY 2021-22
63
ix) No items of expenditure have been debited in books of 13. Secretarial Audit
accounts, which are not for the purpose of the business.
Further, there was no expense which is of personal Pursuant to the provisions of Section 204 of the Companies
nature and incurred for the Board of Directors and / or Act, 2013 and the Companies (Appointment and
Top Management. Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s Navneet K Arora & Co LLP,
x) During the year, the Administrative and Office expenses a firm of Company Secretaries in Practice to undertake the
remained below 0.20% of the turnover. Last year, the Secretarial Audit of the Company. The Secretarial Audit
same was 0.11%. Report for the FY 2021-22 from the auditor is annexed as
ANNEXURE-V.
xi) Auditors of the Company have audited and accorded
an unqualified certification to its accounts for the year The Secretarial Auditor had observed that the Company
ended 31st March, 2022. was not having adequate number of independent Directors
during the year. Independent directors in the Company
xii) The Company has complied with the requirements of are appointed by President of India, through Ministry of
the SEBI (LODR) Regulations, 2015, and Guidelines Railways, Government of India. The Company has requested
on Corporate Governance for Central Public Sector Ministry of Railways, Government of India for appointment of
Enterprises issued by Ministry of Heavy Industries and requisite number of independent directors on its Board.
Public Enterprises, Department of Public Enterprises,
Government of India except as disclosed in Secretarial
Audit Report. The Secretarial Audit Report is enclosed 14. Compliance Certificate on Corporate Governance
as ANNEXURE-V.
As required under the Government Guidelines, the Secretarial
xiii) The Financial Statements for the financial year 2021- Auditor of the Company have issued a certificate regarding
22 have been prepared as per the Indian Accounting compliance of conditions of Corporate Governance by the
Standards as notified under Section 133 of the Company, which is annexed to this Report as ANNEXURE - VI.
Companies Act, 2013.
Company has appointed Shri. Vijay Babulal Shirode, Jt.GM
xiv)
Pursuant to the DPE Guidelines on Corporate (Law) & Company Secretary as the Compliance Officer of
Governance, quarterly compliance report is being the Company.
submitted to the Ministry of Railway, through DPE,
within the stipulated time. Further, the Report containing 15. Code Of Conduct
Annual Score (consolidated score of four quarters) was
also submitted to DPE within the prescribed timeline. The Code of Business Conduct and Ethics for the Board
Members and Senior Management is a comprehensive
code applicable to all Directors and Members of Senior
11. Discretionary Requirements
Management of your Company. It is in alignment with
Your Company has broadly complied with all the requirements Company’s vision and values to achieve the Mission &
of SEBI (Listing Obligations and Disclosure Requirements) Objectives and aims at enhancing ethical and transparent
Regulations, 2015 and the Guidelines on Corporate process in managing the affairs of the Company. A copy of
Governance for Central Public Sector Enterprises issued the Code has been made available on the website of the
by Ministry of Heavy Industries and Public Enterprises, Company i.e. https://irfc.co.in/wp-content/uploads/2022/05/
Department of Public Enterprises, Government of India. Code-of-business-conduct-ethics.pdf
Information on adoption / non-adoption of the non-mandatory
Based on the affirmation received from Board Members
requirements is given at Annexure B of this Report.
and Senior Management Personnel, declaration regarding
12. The Compliance with Corporate Governance requirements compliance of Code of Conduct made by the Chairman &
specified in Regulation 17 to 27 and Clauses (b) to (i) of sub- Managing Director is enclosed at ANNEXURE-VIII.
regulation (2) of regulation 46 of SEBI (LODR) Regulations,
2015 have been made to the extent compliances are within
the ambit of the Company.
64
16. Details of Demat Suspense Account
The details of shares in the Demat Suspense account as on 31st March, 2022 is as follows:
Description No. of Cases No. of Shares

Aggregate number of shareholders and the outstanding shares in the 12 6900
suspense account lying as on 1st April, 2021
Less: Number of shareholders to whom shares were transferred from 12 6900
suspense account during the year 2021-22
Aggregate number of shareholders and the outstanding shares in the Nil Nil
suspense account lying at the end of the year i.e. 31st March, 2022
17. Code Of Internal Procedures and Conduct for endeavour of the Company that the Whole-time Directors
Prohibition of Insider Trading attend training programmes in order to keep themselves
abreast with the latest developments in the areas of finance,
In pursuance of the Securities and Exchange Board of accounts, etc.
India (Prohibition of Insider Trading) Regulations, 2015
and as amended from time to time, IRFC Board has laid
down “The Code Of Internal Procedures and Conduct For 19. Publication of Audited/Unaudited Financial Results
Prohibition of Insider Trading In Dealing With The Securities The Audited/Unaudited Financial Results were published in
of Indian Railway Finance Corporation Limited” with an aim newspaper(s) as under:
that ‘Designated Persons’ shall not derive any benefit or
assist others to derive any benefit from the access to and Half year ended 30.09.2021 (Unaudited) 02.11.2021
possession of Unpublished Price Sensitive Information Year ended 31.03.2022 (Audited) 21.05.2022
about the Company which is not in the public domain and
thus constitutes insider information. Company Secretary
has been designated as Compliance Officer for this Code. 20. Trustees of the Bonds
The said Code is available on the website of the Company
The Trustees appointed for the Bonds issued by the
i.e. https://irfc.co.in/wp-content/uploads/2022/05/Insider-
Company are as under: -
Trading-Policy-New.pdf
18. Training of Board Members 1. SBI CAP Trustee Co. For the Bonds issued
Limited under 81st Series and
All Non-Executive Directors are apprised of the Company’s Ministry Bhavan, 4th onwards
business, nature and broad methodology of operations, Floor 122, Dinshaw
and other important matters by the whole- time Directors Vachha Road
of the Board from time to time. The Company’s Board of Churchgate, Mumbai –
Directors consists of professionals with vast experience and 400 020
high level of expertise in their respective fields and industry. 2. Indian Bank For the Bonds issued
Their professional status gives them adequate exposure to 254-260, Shanmugam under 46th “EE” Series to
the latest trends in the financial markets & the economy, Salai Chennai – 600 014 80th ‘A’ Series
as also emerging position of relevant legislation. It shall be
65
Annexure A
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
To,
The Members of
INDIAN RAILWAY FINANCE CORPORATION LIMITED
Registered Office: Room No 1316-1349, 3rd Floor
Hotel The Ashok Diplomatic Enclave,
50-B, Chanakyapuri, New Delhi-110021
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of INDIAN RAILWAY
FINANCE CORPORATION LIMITED having CIN: L65910DL1986GOI026363 and having its registered office at Room No 1316-
1349, 3rd Floor Hotel The Ashok Diplomatic Enclave, 50-B, Chanakyapuri, New Delhi-110021(hereinafter referred to as ‘the Company’),
produced before us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V
Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status
at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its directors / officers, we
hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on, 31st March, 2022
have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board
of India, Ministry of Corporate Affairs, Board/ Ministry of Corporate Affairs or any such statutory authority..
Date of
Sr.
Name of Director DIN Appointment in
No.
Company
1. Mr. Amitabh Banerjee 03315975 12/10/2019
2. Mr. Baldeo Purushartha 07570116 03/06/2020
3. Ms. Shelly Verma 07935630 01/09/2020
4. Mr. Bhaskar Choradia 08975719 27/11/2020
5. Mr. Vallabhbhai Maneklal Patel 07713055 10/11/2021
6. Mrs. Sheela Pandit 09403193 22/11/2021
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to
the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the
Company.
For Navneet K Arora & Co LLP

Company Secretaries
Sd/-
CS Navneet Arora
Managing Partner
FCS: 3214, COP: 3005
Place : New Delhi ICSI Unique Firm Regn Code : P2009DE061500
Date : 24th May, 2022 UDIN: F003214D000376719
66
Annexure B
Non-Mandatory Requirements
The status of non-mandatory requirements pertaining to Corporate Governance Section of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is as follows:
1. The Board: The Company is headed by an executive Chairman.
2. Shareholder Rights: The quarterly financial results of the Company are published in leading newspapers as mentioned under
the heading “Publication of Audited/Unaudited Financial Results” of the Corporate Governance report and also displayed on the
website of the Company.
3. Modified opinion(s) in audit report: The Statutory Auditors have issued unmodified opinion on the standalone financial
statements of the Company for the year ended 31st March, 2022.
4. Reporting of Internal Auditor: The Internal auditors of the company are invited to the Meetings of the Audit Committee and
regularly interact with the members of the Audit committee.
67
ANNEXURE-III
Business Responsibility Report

Section A: General Information about the Company
1. Corporate Identity Number (CIN) of the Company L65910DL1986GOI026363
2. Name of the Company Indian Railway Finance Corporation Limited
3. Registered address Room Nos. 1316 - 1349, 3rd Floor, The Ashok, Diplomatic
Enclave, 50-B, Chanakyapuri New Delhi-110021
4. Website https://irfc.co.in/
5. E-mail Id investors@irfc.co.in
6. Financial year reported 2021-22
7. Sector(s) that the Company is engaged in (industrial Systemically Important Non–Deposit taking Non-Banking
activity code-wise) Financial Company (NBFC – ND-SI) and Infrastructure Finance
Company (NBFC- IFC) with Reserve Bank of India (RBI)
8. Key products / services that the Company manufactures The Company’s principal business is to borrow funds from the
/ provides (as in balance sheet) financial markets to finance the acquisition / creation of assets
which are then leased out to the Indian Railways, Lease Income
& Interest income.
9. Total number of locations where business activity is 1 (One)
undertaken by the Company
10. (a) Number of International Locations None
(b) Number of National Locations 1(One)
Markets served by the Company IRFC serves the Indian markets, and its business extends
- Local/State/National/ International throughout the country. For resource mobilization purpose,
the Company also taps international capital markets besides
domestic markets.
Section B: Financial Details of the Company (as on 31st March 2022)

1. Paid-up Capital H 1,30,68,50,60,000
2. Total Turnover H 20,298.27 crore
3. Total Profit After Taxes H 6,089.84 crore
4. Total spending on Corporate Social Responsibility (CSR) Company was required to spend H 70.06 crore, being 2% of its
as percentage of profit after tax average net profits of the last three financial years, against which
the Company approved total 24 projects with total outlay of
H 70.06 crore, against which Company has disbursed a sum of
H 45.02 crore. Balance amount of H 25.04 crores will be disbursed
on receipt of claims / bills.
5. List of activities in which expenditure in 4 above has The major areas on which projects has been approved includes
been incurred. Enviornment Sustainbility, promoting health care and education
besides contribution to PM CARES Fund, Swacch Bharat Kosh
and Clean Ganga Fund and List of activities approved is provided
in ANNEXURE – IV.
68
Section C: Other Details

1. Does the Company have any subsidiary Company/ No
Companies?
2. Do the Subsidiary Company/ Companies participate No
in the BR Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(s).
3. Do any other entity /entities (e.g., suppliers, distributors No
etc.) that the Company does business with participate
in the BR initiatives of the Company? If yes, then indicate
the percentage of such entity/ entities?
Section D: BR Information
1. Details of Director responsible for BR / BR Head
Sr.
Particulars Details
No.
1. Name Shri Amitabh Banerjee
2. Designation Chairman & Managing Director
3. DIN 03315975
4. Telephone number 011-24100380
5. E-mail id cmd@irfc.co.in
2. Principle-wise (as per NVGs) BR Policy / policies
Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, read with SEBI
Circular dated November 4, 2015, provides that Top 1000 listed companies shall formulate a structured Business Responsibility
Report based on the following nine principles, describing the initiatives taken by them from an environmental, social and
governance perspective: -
Principle 1 (P1) Businesses should conduct and govern themselves with Ethics, Transparency and Accountability.
[Ethics, Transparency & Accountability]
Principle 2 (P2) Businesses should provide goods and services that are safe and contribute to sustainability
throughout their life cycle.
[Sustainability in Life-Cycle of Product]
Principle 3 (P3) Businesses should promote the well-being of all employees.
[Employee Well-Being]
Principle 4 (P4) Businesses should respect the interests of, and be responsive towards all stakeholders,
especially those who are disadvantaged, vulnerable and marginalized.
[Stakeholder Engagement]
Principle 5 (P5) Businesses should respect and promote human rights.
[Promotion of Human Rights]
Principle 6 (P6) Businesses should respect, protect and make efforts to restore the environment.
[Environmental Protection]
Principle 7 (P7) Businesses, when engaged in influencing public and regulatory policy, should do so in a
responsible manner.
[Responsible Public Policy Advocacy]
Principle 8 (P8) Businesses should support inclusive growth and equitable development.
[Inclusive Growth and Equitable Development]
Principle 9 (P9) Businesses should engage with and provide value to their customers and consumers in a
responsible manner.
[Customer Value]
69
2(a) Details of compliance (Reply in Y/N)
Sr.
Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1. Do you have a policy/policies for the Principle? Y Y* Y Y Y Y Y Y Y
2. Has the policy being formulated in consultation with Y Y* Y Y Y - - Y Y
the relevant stakeholders?
3. Does the policy confirm to any national/international Y Y Y Y Y - - Y Y
standards? If yes, specify?
4. Has the policy been approved by the Board? If yes, Y Y Y Y Y - - Y Y
has it been signed by MD/ owner/CEO/appropriate
Board Director?
5. Does the Company have a specified committee of the Y Y Y Y Y - - Y Y
Board/Director/Official to oversee the implementation
of the policy?
6. Indicate the link for the policy to be viewed online? ** ** ** ** ** - - ** **
7. Has the policy been formally communicated to all Y Y Y Y Y - - Y Y
relevant internal and external stakeholders?
8. Does the Company have in-house structure to Y Y Y Y Y - - Y Y
implement the policy/policies?
9. Does the Company have a grievance redressal Y Y Y Y Y - - Y Y
mechanism related to the policy/policies to address
stakeholders’ grievances related to the policy/
policies?
10. Has the Company carried out independent audit/ Y Y Y Y Y - - Y Y
evaluation of the working of this policy by an internal
or external agency?
Note:(*) IRFC being NBFC, this principle has limited applicability.

(**) The relevant explanation/information/links are mentioned in the ANNEXURE to BRR.
2(b) If answer to the question at Sl. No. (a) against any Not Applicable.
principle, is ‘No’, please explain why.
3. Governance related to BR
Indicate the frequency with which the Board of Directors, The BR activities of the Company are overseen by Functional
Committee of the Board or CEO to assess the performance Director(s) and the Board also reviews the Business
of the Company. Responsibility Report as part of Directors’ Report on annual
Basis.
Does the Company publish a BR or a Sustainability The current BRR Report shall form part of Annual Report
Report? What is the hyperlink for viewing this report? How of the Company for FY 2021-22 and shall be available on
frequently it is published? company's website: https://irfc.co.in/
70
Section E: Principle-wise performance

Principle 1 - Ethics, Transparency & Accountability
1. Does the policy relating to Indian Railway Finance Corporation (IRFC) was set up on 12th December, 1986 as the
ethics, bribery and corruption dedicated financing arm of the Indian Railways for mobilizing funds from domestic as well as
cover only the Company? overseas Capital Markets.
Yes/ No. Does it extend to
1. Code of Business Conduct & Ethics, which captures the behavioral and ethical
the Group / Joint Ventures
standards to be followed by the Board Members and Senior Management Personnel of
Suppliers / Contractors /
the Company also, sets forth an obligation to strive continuously to bring about integrity
NGOs / Others?
and transparency in all spheres of the activities & Work unstintingly for eradication of
corruption in all spheres of life.
2. Whistleblower Policy for Directors and Employees to report their genuine concerns or
grievances about unethical behavior, actual or suspected fraud or to detect and report
any improper activity within the Company.
3. KYC & Prevention of Money Laundering Policy which sets out the fair and transparent
practices to be followed by the Company in its lending operations, as prescribed under
RBI norms.
4. Manual for Procurement of Goods, Services and works which lays down the procedures
to be followed for procurement of goods and services in a fair and transparent manner
and also in compliance with the Guidelines of Central Vigilance Commission (CVC).
5. Policy on Materiality of Related Party Transactions and Dealing with Related Party
Transactions, which prescribes adequate procedures and disclosures to be made before
entering into related party transactions.
6. Prevention of Documents and Archival Policy of the Corporation in the matter of
Preservation of Documents / Records Retention and also subject to the provisions of other
laws viz., Right to Information Act, 2005, The Public Records Act, 1993 etc as applicable.
7. Prohibition of Insider Trading, which lay down the disclosure by Promoter, Key Managerial
Personnel and Director of the Company about their holdings as well as dealings in the
Company.
8. Policy of Materiality disclosure of events to the stock exchanges for determination of
materiality of events or information for disclosure.
9. Identification of group Companies, Material creditors and material to define the materiality
policy for identification of (i) outstanding litigation involving Indian Railway Finance
Corporation Limited (the “Company”) and its Directors; (ii) the Group Companies, and (iii)
material creditors of the Company (together, the “Policy”).
10. Nomination and Remuneration policy which covers a whole gamut of HR functions such
as the recruitment, promotion, training and development.
11.
Corporate Social Responsibility and Sustainability Policy to support Sustainable
Development programs of the Government to save the mother earth and for healthy living
of future generations of mankind.
12. Board Diversity Policy is required to devise a policy for having diversity on the board of
directors.
13. Dividend Distribution Policy is to formulate a dividend distribution policy which shall be
disclosed in their annual reports and on their websites.
71
2 How many stakeholder The total number of complaints received during the year 2021-22 were 2,641 out of which
complaints have been 1,579 are bond related complaints and 1,062 complaints are related to Equity, which were
received in the past financial resolved and no complaints were pending at the end of the year.
year and what percentage was
satisfactorily resolved by the
management? If so, provide
details thereof, in about 50
words or so.
Principle 2 - Sustainability in Life-Cycle of Product
1. List up to 3 of your products or services The primary objective of IRFC is to meet the predominant portion of ‘Extra
whose design has incorporated social or Budgetary Resources’ (EBR) requirement of the Indian Railways through market
environmental concerns, risks and/or borrowings at the most competitive rates and terms. The Company’s principal
opportunities. business therefore is to borrow funds from the financial markets to finance the
acquisition / creation of assets which are then leased out to the Indian Railways.
Further, the CSR & Sustainability Policy of the Company is available at
https://irfc.co.in/wp-content/uploads/2022/05/CSR-Policy.pdf
2. For each such product, provide the following from domestic as well as overseas Capital Markets.
details in respect of resource use (energy,
water, raw material etc.) per unit of product.
i. Reduction during sourcing/production/
distribution achieved since the previous Not Applicable
year throughout the value chain?
ii. Reduction during usage by consumers
(energy, water) has been achieved since Not Applicable
the previous year?
3. Does the Company have procedures in Not Applicable
place for sustainable sourcing (including
transportation)?
(a) If yes, what percentage of your inputs
was sourced sustainably? Also provide
details thereof, in about 50 words or so.
4. Has the Company taken any steps to Not applicable as the Company, is a Financial Institution and not in manufacturing
procure goods and services from local & of products. We are also following the Government of India’s directives, issued
small producers, including communities from time to time, in respect of reservation for MSME (Micro, Small & Medium
surrounding their place of work? If yes, what Enterprises) in procurements.
steps have been taken to improve their
capacity and capability of local and small
vendors?
5. Does the Company have a mechanism to Not applicable as the Company, is a Financial Institution and not in manufacturing
recycle products and waste? If yes, what is of products.
the percentage of recycling of products and
waste? Also provide details thereof, in about
50 words or so.
72
Principle 3 - Employee Well-Being
1. Please indicate the total number of employees As on 31st March 2022 there were 37 employees
in IRFC.
2. Please indicate the total number of employees hired on temporary/ There were 63 employees hired on contractual
contractual/casual basis basis in IRFC as on 31st March 2022.
3. Please indicate the number of permanent women employees As on 31st March 2022, there were 8 permanent
women employees on the rolls of the company.
4. Please indicate the number of permanent employees with disabilities Nil
5. Do you have an employee association that is recognized by management? No
6. What percentage of your permanent employees is members of this Nil
recognized employee association?
7. Please indicate the number of complaints relating to child labour, forced Nil
labour, involuntary labour, sexual harassment in the last financial year and
pending, as on the end of the financial year.
8. What percentage of your undermentioned employees were given safety & Nil
skill upgradation training in last year?
Principle 4 - Stakeholder Engagement
1. Has the company mapped its internal and external Yes

stakeholders? Yes/No.
2. Out of the above, has the Company identified All socially & economically disadvantage groups of the society like SC/
the disadvantaged, vulnerable & marginalized ST/OBC/EWC/PwBD & Minorities are identified as disadvantaged,
stakeholders? vulnerable & marginalized stakeholders.
3. Are there any special initiatives taken by the Company All Government of India directives are followed for engagement
to engage with the disadvantaged, vulnerable and at various levels of career progression for all reserved category
marginalized stakeholders? If so, provide details employees (SC/ST/ OBC/PWBD) & Minorities. Various infrastructure
thereof, in about 50 words or so. arrangements were made for benefits of PWBD persons. Liaison
Officers are in place to look after the welfare of the employees in the
ambit of these categories. It is ensured that a person of reserved
category of appropriate level is nominated as member in various
selection and promotion committees to look into the interest of the
employees of reserved categories.
Principle 5 - Promotion of Human Rights
1. Does the policy of the Company on human rights IRFC does not have any specific policy on human rights. However, it
cover only the Company or extend to the Group/Joint is embedded in company’s various HR policies and practices.
Ventures/Suppliers/ Contractors/ NGOs/Others?
2. How many stakeholder complaints have been received The Company did not receive any complaint in the area of human
in the past financial year and what percent was rights violations from any of its stakeholders. The total number of
satisfactorily resolved by the management? complaints received during the year 2021-22 were 2,641 out of which
1,579 are bond related complaints and 1,062 complaints are related
to Equity, which were resolved, and no complaints were pending at
the end of the year.
73
Principle 6 - Environmental Protection
1. Does the policy related to Principle 6 cover only the The policy is embedded in company’s various policies and practices
Company or extends to the Group/Joint Ventures/ and covers the Company as a whole.
Suppliers/ Contractors/ NGOs/others?
2. Does the Company have strategies/ initiatives to IRFC is socially conscious organization and fully endorses the nine
address global environmental issues such as climate principles of Global Compact enunciated by the United Nations
change, global warming, etc.? Y/N. If yes, please give Organization (UNO) which encompass area of human rights,
hyperlink for webpage etc. environment protection and labour rights. These principles of Global
Compact are embedded in various organizational policies of the
Company thereby facilitating their implementation in a natural way.
IRFC consistently strives towards meeting the expectation of the
society through proper planning and decision making that will help
in achieving a real and lasting reduction of social and economic
disparities as well as protecting the environment. IRFC continues
to support activities that aim at improving the quality of life of both
present and future generations and at the same time safeguarding
the capacity of the earth to support life in all its diversity.
3. Does the Company identify and assess potential Not applicable as the Company, is a Financial Institution and not in
environmental risks? Y/N manufacturing of products.
4. Does the Company have any project related to Not applicable as the Company, is a Financial Institution and not in
Clean Development Mechanism? If so, provide details manufacturing of products.
thereof, in about 50 words or so. Also, if yes, whether
any environmental compliance report is filed?
5. Has the Company undertaken any other initiatives on Not applicable as the Company, is a Financial Institution and not in
clean technology, energy efficiency, renewable energy, manufacturing of products.
etc. Y/N. If yes, please give hyperlink for web page etc.
6. Are the emissions/waste generated by the Company Not applicable as the Company, is a Financial Institution and not in
within the permissible limits given by CPCB/SPCB for manufacturing of products.
the financial year being reported?
7. Number of show cause/legal notices received from Not applicable as the Company, is a Financial Institution and not in
CPCB/ SPCB which are pending (i.e., not resolved to manufacturing of products.
satisfaction) as on end of financial year.
Principle 7 - Responsible Public Policy Advocacy
1. Is your Company a member of any trade and chamber No

or association? If yes, name only those major ones that
your business deals with.
2. Have you advocated/ lobbied through above Not Applicable
associations for the advancement or improvement of
public good? If yes, specify the broad areas.
74
Principle 8 - Inclusive Growth and Equitable Development
1. Does the Company have specified programme/ IRFC has a CSR and Sustainability policy in place. The aim of the
initiatives/ projects in pursuit of the policy related to policy is to ensure that the Company becomes a socially responsible
Principle 8? If yes details thereof. corporate entity committed to improving the quality of life of the
society at large and contribute to inclusive growth and equitable
development in society through education, capacity building
measures, empowerment of the marginalised and underprivileged
sections/communities.
As a socially responsible corporate entity, IRFC endeavours to:
• Take up CSR activities in line with the DPE theme “Health &
Nutrition” to develop health infrastructure of the country and
make best health technologies available to marginalized people
of the societies.
• Take up activities to support ‘Differently abled persons’ by
providing aid and appliances and skill development training
which helps them in enhancement of their livelihood and connect
them to main stream of the nation.
• Take up issues which are of foremost concern in the national
development, like environment protection, sanitation, women
empowerment and education, etc.
• Company has contributed H 38.91 crore to PM CARES Fund
during the reporting period.
2. Are the programmes/ projects undertaken through Being small manpower organization, mostly, CSR projects
in-house team/own foundation/ external NGO/ undertaken under CSR & Sustainable Development policy are
government structures/ any other organization? through implementing agencies being Govt./Semi Govt./ other
Implementing Agencies eligible as per applicable CSR provisions.
3. Have you done any impact assessment of your Projects/Programmes sanctioned with expenditure of H 1 crore or
initiative? more, shall be subject to mandatory Impact Assessment Study
conducted by Independent external agencies. However, the
Company reserves the right to conduct Impact Assessment Study
of any project irrespective of its value. Impact Assessment is being
done by the Implementing agencies wherever applicable.
4. What is your Company’s direct contribution to During the year 2021-22, IRFC undertook various Community
community development projects - Amount in INR and Development projects in the field of sanitation, skill development
the details of the projects undertaken? and education, environment and health sector under CSR initiatives
of the Company.
IRFC’s contribution in terms of amount sanctioned and disbursed
are as given below:
(H in Cr)
Nature of Activities Sanctioned Disbursement
Sanitation/Waste Management/ 5.33 3
Drinking Water
Skill Development and Education 4.43 1.11
Solar Application Environment/ 60.30 40.91
Tree Plantation/ Health Sector
Others (Impact Studies, Admin. Nil Nil
Overheads, Saubhagya, Arrah
and Sitamarhi district village
Dev. programmes & restoration
of Kedarnath & its surrounding
areas)
Total 70.06 45.02
75
5. Have you taken steps to ensure that this community Implementing Agencies are under obligation to complete the project
development initiative is successfully adopted by the as per the proposal and duration agreed in the MoU. Implementing
community? Please explain in 50 words, or so. agencies submit status report of the project from time to time on
monthly/Quarterly/yearly basis. The Implementing agency is also
required to submit the project completion report along with the
Photographs and videos. Further, the implementing agencies
are required to submit the utilization certificate duly signed by a
Chartered Accountant in Practice. Project(s) with outlay exceeding
of H 1 (one) crore are subject to the Impact Assessment Study.
Principle 9 - Customer Value
1. What percentage of customer complaints/ consumer The total number of complaints received during the year 2021-22
cases are pending as on the end of financial year. were 2,641 out of which 1,579 are bond related complaints and
1,062 complaints are related to Equity, which were resolved, and no
complaints were pending at the end of the year.
2. Does the Company display product information on the Not Applicable
product label, over and above what is mandated as per
local laws? Yes/No/NA/Remarks
3. Is there any case filed by any stakeholder against Nil
the Company regarding unfair trade practices,
irresponsible advertising and/or anti-competitive
behavior during the last five years and pending as on
end of financial year? If so, provide details thereof, in
about 50 words or so.
4. Did your Company carry out any consumer survey/ Not Applicable
consumer satisfaction trends?
76
ANNEXURE to BRR
P1 Ethics, Transparency & Accountability

IRFC conducts its business activities with utmost importance to ethics, transparency and accountability. The Company has
various policies and codes in place defining its Ethics and Governance framework, which are in full conformity with the laws
applicable to the Company. The said framework includes, and is not limited to, the following policies and codes approved by
the Board of Directors of the Company:-
Name of the Policy Weblink
Board Diversity Policy https://irfc.co.in/wp-content/uploads/2022/05/Board-Diversity-Policy.pdf
Codes of Business Conducts and https://irfc.co.in/wp-content/uploads/2022/05/Code-of-business-conduct-ethics.pdf
Ethics
Nomination and Remuneration Policy https://irfc.co.in/wp-content/uploads/2022/05/Nomination-Remuneration-Policy.pdf
Identification of group Companies, https://irfc.co.in/wp-content/uploads/2022/05/Identification-of-group-companies-
material Creditors and material material-creditors-and-material-litigations-Policy.pdf
litigation Policy
Policy of Material Disclosure of Events https://irfc.co.in/wp-content/uploads/2022/05/Policy-on-Material-Disclosure-of-
Events.pdf
Prohibition of Insider Trading Policy https://irfc.co.in/wp-content/uploads/2022/05/Insider-Trading-Policy-New.pdf
Prevention of Documents and https://irfc.co.in/wp-content/uploads/2022/05/Preservation-of-Documents-and-
Archival Policy Archival-Policy.pdf
Related Party Transaction Policy https://irfc.co.in/wp-content/uploads/2022/05/Related-Party-Transactions-Policy.pdf
Whistle Blower Policy https://irfc.co.in/wp-content/uploads/2022/05/Whistle-Blower-Policy.pdf
Dividend Distribution Policy https://irfc.co.in/wp-content/uploads/2022/05/Dividend-Distribution-Policy.pdf
KYC Prevention and Money https://irfc.co.in/wp-content/uploads/2022/05/Know-Your-Customer-KYC-and-
Laundering Policy Prevention-of-Money-Laundering-Activities-PMLA.pdf
Corporate Social Responsibility and https://irfc.co.in/wp-content/uploads/2022/05/CSR-Policy.pdf.
Sustainability Policy
In addition to the above, there are other policies and rules, which are internal documents of the Company and are accessible
only to employees of the organization.
P2 Sustainability in Life-Cycle of Product

The Company is a NBFC and dedicated financing arm of the Indian Railways for mobilizing funds from domestic as well as
overseas Capital Markets. The Company’s operations are available at https://irfc.co.in/leasing/, https://irfc.co.in/lending/and
https://irfc.co.in/borrowing/
Further, the Corporate Social Responsibility and Sustainability Policy of the Company is available at https://irfc.co.in/wp-content/
uploads/2022/05/CSR-Policy.pdf
P3 Employee Well-Being
The Company has adopted various employee-oriented policies in line with the general laws and regulations and sound ethical
practices. Such policies are normally approved by the Board of Directors. They are accessible only to the employees of the
Company.
P4 Stakeholder Engagement
The Company respects the interest of all its stakeholders, including those who are disadvantaged, vulnerable & marginalized.
The Company works towards inclusive growth through its CSR & Sustainability Policy approved by the Board of Directors.
The Corporate Social Responsibility and Sustainability Policy of the Company is available at https://irfc.co.in/wp-content/
uploads/2022/05/CSR-Policy.pdf
P5 Promotion of Human Rights
IRFC strives to safeguard and uphold human rights in all ways possible. The Company has a Code of Business Conduct &
Ethics, which captures the behavioral and ethical standards to be followed by the Board Members and Senior Management
Personnel of the Company also, sets forth an obligation to strive continuously to bring about integrity and transparency in all
spheres of the activities & Work unstintingly for eradication of corruption in all spheres of life.
The Code is approved by the Board of Directors. All Directors & Senior Management members affirm compliance to the same
annually. The said Code is available at https://irfc.co.in/wp-content/uploads/2022/05/Code-of-business-conduct-ethics.pdf
77
P6 Environmental Protection
IRFC is socially conscious organization and fully endorses the nine principles of Global Compact enunciated by the United
Nations Organization (UNO) which encompass area of human rights, environment protection and labour rights. These principles
of Global Compact are embedded in various organizational policies of the Company thereby facilitating their implementation
in a natural way.
IRFC consistently strives towards meeting the expectation of the society through proper planning and decision making that will
help in achieving a real and lasting reduction of social and economic disparities as well as protecting the environment. IRFC
continues to support activities that aim at improving the quality of life of both present and future generations and at the same
time safeguarding the capacity of the earth to support life in all its diversity.
P7 Responsible Public Policy Advocacy
IRFC plays an active and responsible role in matters concerning public & regulatory policy. Senior officials of the Company are
involved from time to time in implementation of various Government Programmes and initiatives.
P8 Inclusive Growth and Equitable Development
IRFC has various policies to support inclusive growth and equitable development of all its stakeholders. The Company has a
Manual for Procurement of Goods, Service and Works. In addition to that, IRFC has a Board-approved CSR & Sustainability
Policy, which guides CSR initiatives of the Company, many of which are directed towards inclusive growth and equitable
development. IRFC’s Corporate Social Responsibility and Sustainability Policy of the Company is available at https://irfc.co.in/
wp-content/uploads/2018/11/CSR-Policy.pdf
P9 Customer Value
As per RBI norms, IRFC has a Board-approved ‘KYC & Prevention of Money Laundering Policy’ which sets out the fair and
transparent practices to be followed by the Company in its lending operations, as prescribed under RBI norms. IRFC’s KYC &
Prevention of Money Laundering Policy is available at https://irfc.co.in/wp-content/uploads/2022/05/Know-Your-Customer-KYC-
and-Prevention-of-Money-Laundering-Activities-PMLA.pdf
78
ANNEXURE – IV
Annual Report on CSR activities for the year 2021-22
1. Brief outline on CSR Policy of the Company
IRFC strive to remain a responsible corporate entity aware of its responsibilities to all the stakeholders as a part of its Corporate
Social Responsibility and Sustainability Policy (CSR & Sustainability Policy). It also supports Sustainable Development programmes
of the Government to save the mother earth and for healthy living of future generations of mankind. It also contributes towards
inclusive growth and equitable development in the society, through empowerment of the marginalized underprivileged sections.
The IRFC has formulated its CSR Policy in compliance with all applicable laws, rules and regulations and guidelines issued by
Department of Public Enterprises (DPE). While selecting the CSR Activities under the CSR schemes of the Company, the IRFC
follows its Board approved policy and comply with the provisions of the Companies Act 2013, CSR Rules made thereunder. The
Policy has also prescribed the format for submitting the CSR proposals to the company for its consideration. GM Committee has
been constituted for the evaluation of the received proposals in terms of the CSR Policy and the applicable laws. GM Committee
scrutinizes the proposals, place the shortlisted proposals before the CSR Committee for its recommendation to Board and
approved by the Board of Directors based on the CSR committee recommendation.
IRFC executes MoUs with the Implementing agencies for the implementation of the CSR Projects and finalize the terms as
approved by the Board. Implementing agencies are bound to submit the periodic reports, and the project completion report on
completion of the project. The implementing agencies are also asked to submit the impact assessment report if required.
Considering the lean manpower, the Company endeavor to take up short term Sustainability CSR activities which can be completed
within a Financial Year. Wherever possible, it also contributes to large projects by sharing a part of pool of resources with other
Railway PSUs / Central PSUs for greater environmental social and economic impact subject to Rules and Regulations of the
Companies Act, 2013 and other applicable statues, guidelines, if any.
2. Composition of CSR Committee:

Number of meetings of Number of meetings
Sr. Designation / Nature of
Name of Director CSR Committee held of CSR Committee
No. Directorship
during the year attended during the year
1. Shri Amitabh Banerjee Chairman / Chairman & 5 5
Managing Director
2. Ms. Shelly Verma Member/ Director Finance 5 5
3. Shri Ashok Kumar Member/ Independent 2 2
Singhal* Director
4. Shri Baldeo Purushartha** Member/ Government 1 0
Nominee Director
5. Shri Vallabhbhai Maneklal Member / Independent 2 2
Patel*** Director
*Shri. Ashok Kumar Singhal ceased to be Non-Official / Independent Director of IRFC w.e.f 20th July, 2021 due to completion of his tenure.
**Shri. Baldeo Purushartha ceased to member of the committee w.e.f 24th November, 2021.
***Shri. Vallabhbhai Maneklal Patel Non-Official / Independent Director appointed as member of the committee w.e.f 24th November, 2021.
3. Web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company
web-link for the Composition of CSR committee https://irfc.co.in/investors-2/
web-link for the CSR Policy https://irfc.co.in/wp-content/uploads/2022/05/CSR-Policy.pdf
Web-link for the CSR projects http://irfc.co.in/csr-initiatives/
79
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule
8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the report).
CSR Projects for the financial year 2021-22 are approved by the Board of Directors and provided in this report at Point 8 (B)
& (C). Project(s) subject to Impact Assessment is required to be done after the expiry of atleast one year. Accordingly, Impact
Assessment for the projects approved in the financial year 2021-22, shall be done after the expiry of atleast one year after the
completion of the respective project. IRFC has not conducted any Impact Assessment during 2021-22. Wherever desired, IRFC
asks the Implementing agency to conduct the Impact Assessment and submit the report to IRFC.
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate
Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sr. Amount available for set-off from Amount required to be set- off
Financial Year
No. preceding financial years (in J) for the financial year, if any (in J)
1 2019-20 NIL NIL
2 2020-21 NIL NIL
Total NIL NIL
6. Average net profit of the company as per section 135(5): H 3,502.82 Crore applicable for CSR allocation for 2021-22.
7.
(a) Two percent of average net profit of the company as per section 135(5 H 70.06 Crore
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years NIL
(c) Amount required to be set-off for the financial year, if any NIL
(d) Total CSR obligation for the financial year (7a+7b- 7c) H 70.06 Crore
8. (a) CSR amount spent or unspent for the financial year:
Amount Unspent (in J)

Total Amount transferred to Amount transferred to any fund specified
Unspent CSR Account as per under Schedule VII as per second proviso to
Total Amount Spent for the section 135(6) section 135(5)
Financial Year (in J)
Date of Name of the Date of
Amount Amount
transfer Fund transfer
45,01,79,435/- 25,04,20,565/- 29.04.2022 NA NA NA
(b) Details of CSR amount spent against ongoing projects for the financial year:
1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11)
Mode of Implementation
Item
Location of the project Amount - Through Implementing
from the
Amount transferred to Agency
list of Local Amount Mode of
spent in Unspent CSR
Sr. Name of the activities area Project allocated for Implementation
the current Account for
No. Project in (Yes/ duration the project - Direct (Yes/
financial Year the project as
Schedule No) (in J) No)
(in J) per Section CSR
VII to the
State District 135(6) (in J) Name Registration
Act.
number
1. Air Purifier for (i) Yes Delhi Delhi Nine 50,00,000 0.00 50,00,000 No Northern NA
Northern Railway Months Railway Central
Central Hospital Hospital
80
1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11)
Item
from the
VII to the
Act.
number
2. Construction of (iv) Yes Delhi New Delhi Six 2,40,00,000 0.00 2,40,00,000 No Northern NA
green corridor on Months Railway
the emanating
routes at a length
of 2 KM under
important stations of
Delhi area
3. Medical equipment International
in existing Charitable Six Society for
(i) No West Bengal Nadia 3,05,00,000 0.00 3,05,00,000 No CSR00005241
Hospital at Rural Months Krishna
Mayapur, Nadia Consciousness
4. Medical equipments
to equip a modern
EYE OT & OPD of
Pranavananda Eye Six Bharat
(i) No Haryana Gurugram 1,25,78,000 0.00 1,25,78,000 No CSR00000812
Clinic at Village- Months Sevashram
Wazirpur, Sector-92,
Dist. Gurugram,
Haryana
5. Gumla
Giridih
Dantewada
Rudrapur
Jharkhand Udham singh
Chhattisgarh Nagar National
Skill training of
Handicapped
500 persons Madhya Chhattarpur 11
(ii) No 1,12,75,000 11,27,500 1,01,47,500 No Finance and CSR00002343
with Disabilities Pradesh Months
Osmanabad Development
(Divyangjan) Uttarakhand Corporation
Maharasthra Tuljapur
Omerga
Jalgaon
Chalisgaon
Jamner
6. 1. Intra and post-
operative laser
set and
Northern
2.Intra operative UG (i) Yes Delhi Delhi 6 months 2,30,50,000 0.00 2,30,50,000 No Railway Central NA
green dye system Hospital
for laparoscopic
and open surgery to
NRCH
7. 3D Kit upgrade of Dr. Babasaheb
the existing OPG Ambedkar
Unit to convert Memorial
it to A 3D cone Hospital
beam CT Scan (3D
(i) No Maharashtra Mumbai 6 months 46,26,000 0.00 46,26,000 No CSR00016002
CBCT) Machine
to Dr. Babasaheb FA & CAO
Ambedkar Memorial Central Railway
Hospital Byculla
Mumbai
8. Medical Equipments
The Leprosy
to enhance the eye Six
(i) No Maharashtra. Amravati 36,52,000 0.00 36,52,000 No Mission Trust CSR00001796
care facilities at TLM Months
India
Hospital
9. 200 Cleft Surgeries Jharkhand
of children born with Assam
facial deformities Aspirational 12
in Aspirational (i) No Odisha 90,00,000 0.00 90,00,000 No Mission Smile CSR00001959
Districts months
Districts Madhya
Pradesh
10. Implementation of
STEM Education
& Bridging West Bengal
Digital Divide Aspirational 12 Deenabandhu
(ii) No 94,00,000 0.00 94,00,000 No CSR00001837
in Government Districts months Trust
Schools in Odisha
Aspirational Districts
in WB and Odisha
81
1) 2) 3) 4) 5) 6) 7) 8) 9) 10) 11)
Item
from the
VII to the
Act.
number
11. Contribution towards

12 Central Welfare
Central Welfare (vi) No NA NA 99,96,000 0.00 99,96,000 No CSR00013274
months Fund CRPF
Fund
12. Support to 200 Bharat Lok
Himachal 12
Ekal Vidyalayas in (ii) No Chamba 44,00,000 0.00 44,00,000 No Shiksha CSR00000667
Pradesh months
Aspirational Districts Parishad
13. Medical Equipment
Echocardiography
machines and
12 Child Heart
requisite training in (i) Yes Delhi Delhi 54,00,000 0.00 54,00,000 No CSR00001384
months Foundation
echocardiography
in Government
hospitals in Delhi
14. Distribution of Aids PAN Artificial Limbs
& Appliances to Aspirational 12 Manufacturing
(i) No India 3,00,00,000 0.00 3,00,00,000 No CSR00000532
the Divyangjans in Districts months Corporation of
Aspirational District India (ALIMCO)
15. Training for power
sector job role as Haridwar
Distribution Lineman Uttrakhand Udham Singh
and Assistant Manav Vikas
(ii) No Rajasthan Nagar, sirohi, 8 months 92,03,400 0.00 92,03,400 No CSR00001276
technician: street Sanstha
Karauli
Light Installation
& maintenance in
Aspirational Districts
16. Installation of
Sanitary Pad
Vending Machine
and Hand
Sanitization (Auto) Haridwar
Uttarakhand
machines in Govt Pauri, Tehri,
(i) No Uttrakhand 6 months 18,33,000 0.00 18,33,000 NO Manav Seva CSR00021595
or aided schools Almora
Samiti, Delhi
of Aspirational
District Haridwar
and remote areas
of pauri, Tehri, and
Almora Districts
17. Medical
Equipment’s 4K
Ultra HD complete Dr. Babasaheb
endoscopy system Ambedkar
for arthroscopy Memorial
and endoscopic Hospital CSR00016002
(i) No Maharashtra Mumbai 6 months 1,11,88,210 0.00 1,11,88,210 No
spine surgeries
at Bharat Ratna
Dr. Babasaheb FA & CAO
Ambedkar Memorial Central Railway
Hospital, Byculla,
Mumbai of C.Rly
18. Medical
Equipment’s in
D-Cacus-
Shri Sai Institute Of
(i) No Manipur Bishnupur 6 Months 56,46,455 0.00 56,46,455 No Education CSR00004860
Medical Sciences
Centre, DCEC
Hospital & Research
Centre, Manipur
19. Medical Equipments
in GCS Medical
Gujarat Cancer
College, Hospital, (i) No Gujarat Ahmedabad 6 months 2,00,00,000 0.00 2,00,00,000 No CSR00000688
Society (GCS)
and Research
Centre
20. Kadi Taluka
Public Charitable
Trust Bhagyoday
Multispecialty Kadi Taluka
Hospital Kadi for (i) No Gujarat Mehsana 6 months 2,08,00,000 0.00 2,08,00,000 No Public CSR00015465
providing financial Charitable Trust
assistance for
procuring Medical
Equipment
TOTAL 25,15,48,065/- 11,27,500/- 25,04,20,565/-
82
(c) Details of CSR amount spent against other than ongoing projects for the financial year:
1) 2) 3) 4) 5) 9) 10) 11)
Mode of
Item from Location of the implementation -
Local project. Through implementing
the list of Amount spent Mode of
Sr. Name of the area agency
activities in for the project implementation -
No. Project (Yes/
schedule VII (in J) Direct (Yes/No) CSR
No)
to the Act State District Name Registration
number
1. Contribution to (i) NA NA NA 2,00,00,000 Yes NA NA
Swacch Bharat
Kosh
2. Contribution PM (viii) NA NA NA 38,90,55,935 Yes NA NA
CARES
3. Contribution to (iv) NA NA NA 3,00,00,000 Yes NA NA
Clean Ganga
4. Contribution (ii) NA NA NA 99,96,000 Yes NA NA
towards Armed
Forces Flag Day
Fund (AFFDF)
TOTAL 44,90,51,935/-
(d) Amount spent in Administrative Overheads: NIL
(e) Amount spent on Impact Assessment, if applicable: NIL
(f) Total amount spent for the Financial Year (8b+8c+8d+8e): H 45,01,79,435/-
(g) Excess amount for set off, if any: Nil
Sr. No. Particular Amount (in J)

(i) Two percent of average net profit of the company as per 70,06,00,000/-
section 135(5)
(ii) Total amount spent for the Financial Year 45,01,79,435/-
(iii) Excess amount spent for the financial year [(ii)-(i)] NIL
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous NIL
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] NIL
9. (a) Details of Unspent CSR amount for the preceding three financial years:
Amount
remaining to
Amount Amount transferred to any fund specified
Amount spent under Schedule VII as per section 135(6), if be spent in
transferred succeeding
Preceding in the any
Sr. to Unspent financial
Financial reporting
No. CSR Account years (in J)
Year. Financial Year
under section
(in J)
135 (6) (in J) Name of the Date of
Amount (in J)
Fund transfer
1. 2018-19 NA NA NA NA NA NA
2. 2019-20 NA NA NA NA NA NA
3. 2020-21 19,77,09,606/- 83,49,388/- NA NA NA 18,93,60,218/-
TOTAL 19,77,09,606/- 83,49,388/- NA NA NA 18,93,60,218/-
*CSR Unspent amount of H 19,77,09,606/- relating to the ongoing projects of the financial years 2020-21, transferred to the ‘CSR Unspent Account’ maintained
with Scheduled Bank in terms of section 135(6) of the Companies Act, 2013. Out of which H 83,49,388/- was spent in the reporting year.
83
(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)
Cumulative Status of
Financial Amount spent
Total amount amount spent the project -
Year in on the project
Sr. allocated for at the end Completed
Project ID Name of the Project which the Project duration in the reporting
No. the project of reporting
project was Financial Year /Ongoing
(in J) Financial Year
commenced (in J)
(in J)
1. CSR-9/ Skill Training through National 2018-19 9 Month Extendable 3,00,00,000/- 46,80,620/- 2,75,17,005/- Completed
NBCFDC/2018-19 Backward Classes Finance & up to Maximum 3
Development Corporation Years.
2. CSR-2/ Distribution of Aid and 2018-19 180 Days 3,00,00,000/- 96,31,092/- 2,96,86,431/- Completed
ALIMCO/2018-19 appliances- ALIMCO Extendable up to
Maximum 3 years.
3. CSR-11&12/ Solar Powered Street Lightning 2018-19 8-12 Weeks 9,00,00,000/- 3,56,85,495/- 9,00,00,000/- Completed
CEL/2018-19 System and Home Lighting Extendable up to
system at Government School, Maximum 3 years.
community centre & health care
4. CSR-1/ Construction of Public toilets in 2018-19 9 Month Extendable 1,54,15,400/- 77,07,700/- 1,54,15,400/- Completed
Sulabh/2018-19 Ghazipur UP up to Maximum 3
Years.
5. CSR-7/Cotton Providing hand held Kapas 2018-19 6 Month Extendable 2,00,00,000 19,50,622/- 1,99,50,622/- Completed
Corp/2018-19 plucker machine in a phased up to Maximum 3
manner to cotton farmers Years.
6. CSR-4/ Conducting the skill training 2018-19 6 Month Extendable 1,00,00,000/- 39,93,898/- 49,92,372/- Completed
NHFDC/2018-19 of persons with Disablities up to Maximum 3
(Divyangjan) Years.
7. CSR-8/Bharat Support to 100 Ekal Vidyalayas 2018-19 1 year Extendable 22,00,000/- 1,20,347/- 21,00,347/- Completed
Lok/2018-19 through Bharat Lok Siksha up to Maximum 3
Parishad Years.
8. CSR/Central 02(Two) advanced fully- 2020-21 6 Month Extendable 72,18,818/- 57,45,600/- 57,45,600/- Ongoing
Hospital/ 2020-21 equipped life supporting up to up to
ambulances for Central Hospital, Maximum 3 Years.
Southern Eastern Railway,
Kolkata
9. CSR-6/Covid Cold chain storage equipment to 2020-21 As per requirement 48,01,788/- 26,03,788/- 26,03,788/- Completed
Vaccination/ Delhi (state) to support COVID- of Department of
2020-21 19 vaccination programme (DF) Public Enterprises
(DPE)
TOTAL 20,96,36,006/- 7,21,19,162/- 19,80,11,565/-
Note: 1. The amount spent for the ongoing project pertaining to FY 2020-21 (Sr. No 8.& 9.) has been made form CSR unspent A/c of the Company.
2. An amount of H 19,80,26,741/- transferred to PM CARES against unspent amount for the financial year 2017-18.
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or
acquired through CSR spent in the financial year (asset-wise details)
(a) Date of creation or acquisition of the capital asset(s): NIL

(b) Amount of CSR spent for creation or acquisition of capital asset: NIL
(c) Details of the entity or public authority or beneficiary under whose name such
capital asset is registered, their address etc.: NIL
(d) Provide details of the capital asset(s) created or acquired
(including complete address and location of the capital asset): NIL
11. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per
section 135(5): Not Applicable
Sd/-
(Shri Amitabh Banerjee)
Chairman and Managing Director
and Chairman of CSR Committee
DIN: 03315975
84
Annexure V
Secretarial Audit Report

[For the Financial Year ended on 31st March, 2022]
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, (v) The following Regulations and Guidelines prescribed under

The Members, the Securities and Exchange Board of India Act, 1992 (‘SEBI
Indian Railway Finance Corporation Limited Act’) viz.;
Hotel The Ashok Diplomatic Enclave, (a) The Securities and Exchange Board of India (Listing
50-B, Chanakyapuri, New Delhi - 110021 Obligations and Disclosure Requirements) Regulations,
2015;
We have conducted the Secretarial Audit of the compliance of (b) The Securities and Exchange Board of India (Substantial
applicable statutory provisions and adherence to good corporate Acquisition of Shares and Takeovers) Regulations,
practices by the Indian Railway Finance Corporation Limited 2011;
(CIN NO-L65910DL1986GOI026363) (hereinafter called the
Company). Secretarial Audit was conducted in a manner that (c) The Securities and Exchange Board of India (Prohibition
provided us a reasonable basis for evaluating the corporate of Insider Trading) Regulations, 2015;
conducts / statutory compliances and expressing our opinion
thereon. (d) The Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations,
Based on our verification of the books, papers, minute books, 2009; [Not applicable on the Company during the audit
forms and returns filed and other records or registers maintained period]
by the Company and also the information provided by the
Company, its officers, agents and authorized representatives (e) The Securities and Exchange Board of India (Issue and
during the conduct of Secretarial Audit, the explanations and Listing of Debt Securities) Regulations, 2008;
clarifications given to us and the representations made by the
(f) The Securities and Exchange Board of India (Registrars
Management and considering the relaxations granted by the
to an Issue and Shares Transfer Agents) Regulations,
Ministry of Corporate Affairs and Securities and Exchange Board
1993 regarding the Companies Act and dealing with
of India warranted due to the spread of the COVID-19 pandemic,
client; The Company was not engaged in the activities
we hereby report that in our opinion, the Company has, during
relating to Registrar to a Issue and was also not acting as
the audit period covering the financial year ended on 31st March
Share Transfer Agent, Hence the aforesaid Regulations
2022, complied with the statutory provisions listed hereunder
were not applicable to the Company during the audit
and also that the Company has proper Board-Processes and
period;
Compliance-Mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter: (g) The Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase
We have examined the books, papers, minute books, forms and
Scheme) Guidelines, 1999 and the Securities and
returns filed and other records maintained by the Company for the
Exchange Board of India (Share Based Employee
period ended on 31st March 2022 according to the provisions of:
Benefits) Regulations, 2014; [Not applicable on the
(i) The Companies Act, 2013 (the Act) and the Rules made Company during the audit period];
thereunder;
(h) The Securities and Exchange Board of India (Delisting
(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and of Equity Shares) Regulations, 2009; [Not applicable on
the rules made thereunder; the Company during the audit period];
(iii) The Depositories Act, 1996 and the Regulations and Bye- (i) The Securities and Exchange Board of India (Buyback
laws framed there under; of Securities) Regulations, 1998; [Not applicable on the
Company during the audit period]
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign (vi) Other labour, environment and specific applicable Acts / Laws
Direct Investment, Overseas Direct Investment and External to the Company for which Secretarial Audit was conducted as
Commercial Borrowings; an overview audit and was generally based/ relied upon the
85
documents provided to us and Management Confirmation The Company has explained that:
Certificate provided by the Management of the Company &
other audit report and certificates given by other professionals, a. During the year 2021-22 the composition of Board
the company has complied with the following Acts / Laws including failure to appoint Independent woman director
applicable to the Company during the audit period: and quorum of meetings was not in compliance as per
SEBI (LODR) Regulations, 2015 due to non-availability
a) Reserve Bank of India Act read with Non-Banking of requisite number of Independent Directors. Company
Financial Companies (Reserve Bank) Directions 2016 / IRFC being a Government Company, the power to
issued by Reserve Bank of India as amended till date; appoint Directors vests with the President of India
through administrative ministry i.e., Ministry of Railways
b) The DPE Guidelines (to the extent as applicable); (MoR) and Company has no control in the appointment
of Directors on its Board. The Company has been
c) Labour and Social Security Laws (to the extent as
requesting and following up with its administrative
applicable);
ministry i.e., Ministry of Railways (MoR) for appointment
d) Indian Stamp Act 1899; of requisite number of independent Directors on its
Board.
e) Right to Information Act 2005.
b. During the year 2021-22 the composition of Audit
We have also examined compliance with the applicable Committee and Nomination and Remuneration
clauses of the following: Committee was not in compliance as per SEBI (LODR)
Regulations, 2015 till 23rd November 2021 due to non-
i) Secretarial Standards issued by the Institute of Company
availability of requisite number of independent directors.
Secretaries of India;
Further, the Stakeholders & Relationship Committee
ii) Securities & Exchange Board of India (Listing and Risk Management Committee was also not in
Obligations and Disclosure Requirements) Regulations compliance from 20th July 2021 to 23rd November
2015 in respect of listing of Shares & Bonds with BSE 2021 as per SEBI (LODR) Regulations, 2015 due to non-
Ltd and National Stock Exchange of India Limited. availability of requisite number of independent directors.
Further, two (2) Independent Directors (including one
We have not examined the applicable financial laws, like women independent director) were appointed by the
direct and indirect tax laws, since the same have been Ministry of Railways (MoR) on 9th November, 2021 for
subject to review by statutory financial audit and other a period of three years and the same has been duly
designated professionals. intimated to the stock exchanges and accordingly the
committees of Board were reconstituted w.e.f 24th
We report that during the period under review the Company November, 2021.
has complied with the provisions of the Act, Rules,
Regulations, Guidelines, Standards, etc. as mentioned c. Company has made the necessary disclosure for the
above subject to the following observation: year ended 31st March 2021 in notes to accounts
on page Nos. 189 & 190 in the Annual Report of the
i) The number of Independent Directors on the Board Company and submitted to the exchanges. Further,
was less than half of the total strength of Board as disclosure for the half year ended 30th September, 2021
required under SEBI (LODR) Regulations, 2015 and has been submitted by the listed entity on 14th January,
the DPE guidelines for which company has regularly 2022 to the stock exchanges. Company has requested
written to its administrative ministry i.e., Ministry of to stock exchanges to consider the submission of
Railways for appointment of appropriate number of disclosure of Related Party Transactions as on the date
Independent Directors on the board. of filing of financial results.
ii) The Company has not complied with the provision We further report that:
of regulation 17, 18, 19, 20, 21 & 23 as required
under the SEBI (LODR) Regulations, 2015 regarding 1) Board of Directors of the Company is duly constituted
composition of Board including failure to appoint with proper balance of Executive Directors, Non-
Independent Women Director and quorum of meetings, Executive Directors but the company did not have
Composition of Audit Committee, Composition requisite number of Independent Director on the Board
of Nomination and Remuneration Committee, during the period under review as stated above. The
Composition of Stakeholder Relationship Committee, changes, if any, in the composition of the Board that
Composition of Risk Management Committee and took place during the period under review were carried
disclosure of Related Party Transactions. out in compliance with the provisions of the Act.
86
2) Adequate notice is given to all Directors to schedule 5) There was no prosecution initiated and no fines or
the Board and Committee Meetings as per the statutory penalties were imposed during the year under review
provisions, and agenda and detailed notes on agenda under the Companies Act 2013, Depositories Act
which were sent at shorter notice were taken up after and Rules, Regulations and Guidelines framed under
obtaining the requisite permission of the Chairman these Acts against / on the Company, its Directors and
and with the consent of the majority of the Directors / Officers.
Committee Members present in the meeting respectively
in compliance of clause 1.3.7 of the Secretarial 6) The Directors have complied with the disclosure
Standard -1 of ICSI and a system exists for seeking and requirements in respect of their eligibility of appointment,
obtaining further information and clarifications on the their being independent and compliance with the
agenda items before the meeting and for meaningful Code of Business Conduct & Ethics for Directors and
participation at the meeting. Management Personnel.
3) All decisions at Board and/or Committee meetings are We further report that based on the information received
carried out unanimously as recorded in the minutes of and records maintained there are adequate systems and
the meetings of the Board of Directors or respective processes in the Company commensurate with the size and
Committee of the Board, as the case may be. operations of the Company to monitor and ensure compliance
with other applicable laws, rules, regulations and guidelines.
4) The Company has obtained requisite approval,
permission, confirmation from Registrar of Companies, We further report that during the audit period, there were no
NCT of Delhi & Haryana, Securities & Exchange Board instances of:
of India, BSE Limited, National Stock Exchange of India
a) Public / Right / Preferential Issue of Shares / Sweat Equity;
Limited, Debenture Trustee and other regulated bodies
in respect of various private placement of Secured, b) Buy-back of Securities;
Redeemable, Non-Convertible, Taxable Bonds &
Capital Gain Bonds in the nature of Debentures and c) Merger / Amalgamation / Reconstruction etc. and
has duly complied with the applicable provisions of the
d) Foreign Technical Collaborations.
laws, rules and guidelines.

Company Secretaries
Sd/-
CS Navneet Arora
Managing Partner
FCS: 3214, COP: 3005
Place: New Delhi ICSI Firm Unique Identification Code: P2009DE061500
Date: 24th May, 2022 UDIN: F003214D000376422
[Note: This report is to be read with our letter of even date which is annexed as “Annexure-A” and forms an integral part of this report].
87
Annexure - “A”
To,
The Members,
Indian Railway Financial Corporation Limited
50-B, Chanakyapuri, New Delhi - 110021
Our report of even date is to be read along with this letter as under:
1) Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an
opinion on these secretarial records on our audit.
2) We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in
secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3) We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.
4) Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and
happening of events etc.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
Management. Our examination was limited to the verification of procedures on test basis.
6) The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness
with which the Management has conducted the affairs of the company.

Company Secretaries
Sd/-
CS Navneet Arora
Managing Partner
FCS: 3214, COP: 3005
Place: New Delhi Firm Unique Identification No: P2009DE061500
Date: 24th May, 2022 UDIN: F003214D000376422
88
Annexure VI
Auditors' Certificate on Compliance of Conditions of Corporate Governance
To,
The Members of
Indian Railway Finance Corporation Limited
CIN: L65910DL1986GOI026363
50-B, Chanakyapuri,
New Delhi - 110021
We have examined the compliance of conditions of Corporate Governance by Indian Railway Finance Corporation Limited (IRFC/
Company) for the year ended March 31, 2022, as stipulated in the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations-2015") and Guidelines on Corporate Governance for Central Public
Sector Enterprises, 2010 issued by Department of Public Enterprise (DPE Guidelines).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our examination
has been limited to review of procedures and implementations thereof, adopted by the Company for ensuring the compliance of the
conditions of Corporate Governance as stipulated in the said clause and guidelines. It is neither an audit nor an expression of opinion
on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the Securities and Exchange Board of India (Listing Obligations
& Disclosure Requirements) Regulations, 2015 and DPE Guidelines, except provision of regulation 17, 18, 19, 20, 21 & 23(9) as
required under the SEBI (LODR) Regulations, 2015 and DPE Guidelines regarding composition of Board including failure to appoint
Independent woman director and quorum of meetings, Composition of Audit Committee, Composition of Nomination and remuneration
committee, Composition of Stakeholder Relationship Committee, Composition of Risk Management Committee and disclosure of
Related Party Transactions.
Company has explained that IRFC / Company being a Government Company, all the Directors are appointed by President of India,
acting through administrative ministry, i.e., Ministry of Railways and this is beyond the control of the Company. Further, Company has
made necessary disclosures to stock exchanges and requested to consider the disclosure of related party transaction as on the date
of submission of financial results.
We further state that such compliance certificate is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the Management has conducted the affairs of the Company.

Company Secretaries
Sd/-
CS Navneet Arora
Managing Partner
FCS: 3214, COP: 3005
Place: New Delhi ICSI Unique Firm Regn. Code No: P2009DE061500
Date: 24th May, 2022 UDIN No: F003214D000376653
89
Annexure VII
Form No. MGT-9

EXTRACT OF ANNUAL RETURN
for the financial year ended 31st March 2022
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS

i) CIN L65910DL1986GOI026363
ii) Registration Date 12th December, 1986
iii) Name of the Company Indian Railway Finance Corporation Limited
iv) Category / Sub-Category of the Company Infrastructure Finance Company
v) Address of the Registered office and Indian Railway Finance Corporation Ltd.
contact details Room Nos. 1316 - 1349, 3rd Floor, The Ashok,
Diplomatic Enclave, 50-B, Chanakyapuri,
New Delhi – 110 021
Contact No(s) – 011 – 24100385
Website – https://irfc.co.in/
Email – investors@irfc.co.in
vi) Whether listed company (Yes / No) Yes
vii) Name, Address and Contact details of M/s Beetal Financial and Computer Services Private limited
Registrar and Transfer Agent, if any 3rd Floor 99 Madangir, Behind Local Shopping Centre
Near Dada Harsukhdas Mandir New Delhi- 110062
Contact No(s) – 011 –29961281
Website –www.beetalfinancial.com
Email – irfc@beetalfinancial.com
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated: -
% to total
Sr. NIC Code of the
Name and Description of main products / services turnover of the
No. Product / service
Company
1. Lease Income 64910 64.06%
2. Interest Income 64910 35.94%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Holding/
Sr. % of shares Applicable
Name and Address of the Company CIN / GLN Subsidiary /
No. held Section
Associate
NIL
90
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding:
No. of shares held at the beginning of the year i.e., No. of shares held at the end of the year i.e., %
01.04.2021 31.03.2022 Change
Category
Category of Shareholder Total Total
Code during
Demat Physical Total % of Demat Physical Total % of
shares shares the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(A) PROMOTER AND
PROMOTER GROUP
(1) Indian - - - - - - - - -
(a) Individual - - - - - - - - -
(b) Huf - - - - - - - - -
(c ) Central Govt /state Govt/ 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
President Of India President
Of India Acting Through The
MoR
(d) Financial Inst/banks - - - - - - - - -
(e) Any other - - - - - - - - -
Other - Body Corporate - - - - - - - - -
Sub – Total A(1) 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
(2) Foreign - - - - - - - - -
(a) Individual(nri/ Foriegn - - - - - - - - -
Individual )
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio Investor - - - - - - - - -
(e) Any Other - - - - - - - - -
Sub - Total - - - - - - - - -
Total A=A(1)+A(2) 11286437000 - 11286437000 86.36 11286437000 - 11286437000 86.36 Nil
(B) PUBLIC SHAREHOLDING
(1) Institutions
(a) Mutual Funds 394018521 - 394018521 3.02 263546443 - 263546443 2.02 (1.00)
Hdfc Trustee Company 191062702 - 191062702 1.45 215454394 - 215454394 1.65 0.2
Limited-hdfc Flexi Cap Fund
(b) Venture Capital Funds - - - - - - - - -
(c) Alternate Investment Funds - - - - - - - - -
(d) Foreign Venture Capital - - - - - - - - -
Investors
(e) Foreign Portfolio Investros 188358849 - 188358849 1.44 146762280 - 146762280 1.12 (0.32)
(f) Financial Inst/banks 4897220 - 4897220 0.04 - - - - (0.04)
(g) Insurance Companies 153837512 - 153837512 1.18 151978616 - 151978616 1.16 (0.02)
(h) Provident Funds/ Pension - - - - - - - - -
Fund
(i) Any other - - - - - - - - -
Sub-total (B)(1) 741112102 - 741112102 5.68 562287339 - 562287339 4.30 (1.38)
(2) Central Govt /state Govt/ 6900 - 6900 0.00 - - - - -
President Of India
Sub-total (B)(2) 6900 - 6900 0.00 - - - - -
(3) Non-institutions - - - -
(a) (i) Individual-Holding Nom. 758097730 25 758097755 5.80 821619893 1625 821621518 6.29 0.49
Val. upto H 1 lakhs
91
No. of shares held at the beginning of the year i.e., No. of shares held at the end of the year i.e., %
01.04.2021 31.03.2022 Change
Category
Category of Shareholder Total Total
Code during
Demat Physical Total % of Demat Physical Total % of
shares shares the year
(I) (II) (III) (IV) (V) (VI) (VII) (VIII) (IX) (X) (XI)
(ii) Individual-Holding Nom. 156966014 - 156966014 1.20 278658852 - 278658852 2.13 0.93
Val. greater then H 1 lakhs
(b) Nbfc Registered with RBI - - - - - - - - -
(c) Employees Trust - - - - 500 - 500 0.00 0.00
(d) Overseas Depository Holding - - - - - - - - -
DRs
(e) Any Other
Other - Body Corp 37670445 - 37670445 0.29 51492228 - 51492228 0.39 0.10
Other - Trusts 3630432 - 3630432 0.03 2288313 - 2288313 0.02 (0.10)
Other - Clearing Member 14180375 - 14180375 0.11 4658633 - 4658633 0.04 (0.07)
Other - N R I - Non - 4512037 - 4512037 0.03 7173211 - 7173211 0.05 0.02
Repatriable
Other - N R I - Repatriable 13918164 - 13918164 0.11 20133530 - 20133530 0.15 0.04
Other - Individual HUF 31209919 - 31209919 0.24 33754876 - 33754876 0.26 0.02
Other - QIB 20764857 - 20764857 0.16 - - - - (0.16)
Sub-total (B)(3) 1040949998 - 1040949998 7.97 1219780036 1625 1219781661 9.33 1.36
Total Public Shareholding 1782069000 - 1782069000 13. 64 1782067375 1625 1782069000 13.64
-
(C) Shares held by - - - - - -
custodians,
GRAND TOTAL (A+B+C) : 13068506000 - 13068506000 100 13068504375 1625 13068506000 100 -
ii) Shareholding of Promoters:
Shareholding at the beginning of the year Shareholding at the end of the year % change in
% of Shares % of Shares the share-
Sr. % of total % of total
Shareholder’s name Pledged / Pledged / holding
No. No. of Shares shares of the No. of Shares shares of the
encumbered encumbered during the
Company Company
to total shares to total shares year
1. President of India through Ministry 11286437000 86.36 Nil 11286437000 86.36 Nil Nil
of Railways
Total 11286437000 86.36 Nil 11286437000 86.36 Nil Nil
iii) Change in Promoters’ Shareholding (please specify, if there is no change):

Shareholding at the beginning of Cumulative Shareholding at the
the year end of the year
Sr. No. Promoter % of total

% of total Shares
No. of Shares No. of Shares Shares of the
of the Company
Company
1. President of India through Ministry of Railways

At the beginning of the year 11286437000 86.36 11286437000 86.36
Date wise increase / Decrease in Promoters Shareholding during the year
specifying the reasons for increase / decrease (e.g., allotment / transfer/ NIL
bonus/ sweat equity etc.
At the end of the year 11286437000 86.36 11286437000 86.36
92
iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding at the Cumulative Shareholding

beginning of the year during the year
Sr. % of total
Name of the Shareholder % of total
No. No. of No. of Shares
Shares of the
Shares Shares of the
Company
Company
1. HDFC TRUSTEE COMPANY LIMITED-HDFC FLEXI 191062702 1.462 - -
CAP FUND
Date wise increase / Decrease in Shareholding during
the year specifying the reasons for increase / decrease
(e.g., allotment / transfer/ bonus/ sweat equity etc.
Increase - 16/04/2021 8250000 0.0631 199312702 1.5251
Increase - 23/04/2021 9407704 0.0720 208720406 1.5971
Increase - 30/04/2021 4000000 0.0306 212720406 1.6277
Increase - 07/05/2021 2000000 0.0153 214720406 1.6430
Decrease - 21/05/2021 (1970000) (0.0151) 212750406 1.6280
Increase - 28/05/2021 2397262 0.0183 215147668 1.6463
Decrease - 11/06/2021 (500000) (0.0038) 214647668 1.6425
Decrease - 18/06/2021 (1500000) (0.0115) 213147668 1.6310
Decrease - 25/06/2021 (6000000) (0.0459) 207147668 1.5851
Decrease - 30/06/2021 (500000) (0.0038) 206647668 1.5813
Decrease - 09/07/2021 (755805) (0.0058) 205891863 1.5755
Decrease - 16/07/2021 (1000000 (0.0077) 204891863 1.5678
Decrease - 13/08/2021 (437469) (0.0033) 204454394 1.5645
Increase - 17/09/2021 2000000 0.0153 206454394 1.5798
Increase - 24/09/2021 10000000 0.0765 216454394 1.6563
Decrease - 10/12/2021 (1000000) (0.0077) 215454394 1.6487
Shareholding at the end of the year 215454394 1.6487
2. LIFE INSURANCE CORPORATION OF INDIA 114200185 0.8739 - -
the year specifying the reasons for increase /decrease
3. TATA AIG GENERAL INSURANCE COMPANY 21136134 0.1617 - -
LIMITED
Increase - 09/07/2021 1056797 0.0081 22192931 0.1698
Increase - 16/07/2021 1879598 0.0144 24072529 0.1842
Increase - 23/07/2021 250000 0.0019 24322529 0.1861
Increase - 27/08/2021 879205 0.0067 25201734 0.1928
Increase - 03/09/2021 61356 0.0005 25263090 0.1933
Increase - 24/09/2021 1980000 0.0152 27243090 0.2085
Increase - 05/11/2021 440000 0.0034 27683090 0.2118
Increase - 10/12/2021 793558 0.0061 28476648 0.2179
Increase - 17/12/2021 660000 0.0051 29136648 0.2230
Increase - 24/12/2021 3849729 0.0295 32986377 0.2524
Increase - 31/12/2021 700000 0.0054 33686377 0.2578
Increase - 11/03/2022 154149 0.0012 33840526 0.2589
93

Sr. % of total
Shares of the
Company
Company
4. L AND T MUTUAL FUND TRUSTEE LTD-L AND T
Nil - - -
MID CAP FUND
Increase - 12/11/2021 13302600 0.1018 13302600 0.1018
Increase - 26/11/2021 4749005 0.0363 18051605 0.1381
Increase - 03/12/2021 11276347 0.0863 29327952 0.2244
Increase - 10/12/2021 1925014 0.0147 31252966 0.2391
5. VALUEQUEST INDIA MOAT FUND LIMITED Nil - - -
Increase - 06/08/2021 4400000 0.0337 4400000 0.0337
Increase - 13/08/2021 7795000 0.0596 12195000 0.0933
Increase - 20/08/2021 4460000 0.0341 16655000 0.1274
Increase - 27/08/2021 1670000 0.0128 18325000 0.1402
Increase - 03/09/2021 1050000 0.0080 19375000 0.1483
Increase - 08/10/2021 6837900 0.0523 26212900 0.2006
Decrease -31/03/2022 (768470) (0.0059) 25444430 0.1947
6. VANGUARD EMERGING MARKETS STOCK INDEX Nil - - -
FUND, A SERIES OF VANGUARD INTERNATIONAL
EQUITY INDEX FUNDS
Increase - 25/06/2021 5125542 0.0392 5125542 0.0392
Increase - 27/08/2021 1421435 0.0109 6546977 0.0501
Increase - 03/09/2021 9861283 0.0755 16408260 0.1256
Increase - 24/09/2021 827117 0.0063 17235377 0.1319
Increase - 19/11/2021 983391 0.0075 18218768 0.1394
Increase - 10/12/2021 448807 0.0034 18667575 0.1428
Increase - 11/03/2022 883557 0.0068 19551132 0.1496
Increase - 25/03/2022 3729637 0.0285 23280769 0.1781
Increase - 31/03/2022 901542 0.0069 24182311 0.1850
94

Sr. % of total
Shares of the
Company
Company
7. VANGUARD TOTAL INTERNATIONAL STOCK Nil - - -
INDEX FUND
Increase - 25/06/2021 11565259 0.0885 11565259 0.0885
Increase - 30/06/2021 2363038 0.0181 13928297 0.1066
Increase - 09/07/2021 2379956 0.0182 16308253 0.1248
Increase - 16/07/2021 2506645 0.0192 18814898 0.1440
Increase - 30/07/2021 1049992 0.0080 19864890 0.1520
Increase - 29/10/2021 1151794 0.0088 21016684 0.1608
Increase - 12/11/2021 1075100 0.0082 22091784 0.1690
Increase - 03/12/2021 458821 0.0035 22550605 0.1726
Increase - 31/12/2021 840024 0.0064 23390629 0.1790
8. NIPPON LIFE INDIA TRUSTEE LTD-A/C NIPPON 100379500 0.7681 - -
INDIA TAX SAVER (ELSS) FUND
Increase - 23/04/2021 3000000 0.0230 103379500 0.7911
Decrease- 07/05/2021 (15767675) (0.1207) 87611825 0.6704
Increase - 21/05/2021 2000000 0.0153 89611825 0.6857
Increase - 04/06/2021 1000000 0.0077 90611825 0.6934
Decrease- 09/07/2021 (25191805) (0.1928) 65420020 0.5006
Decrease- 16/07/2021 (17180718) (0.1315) 48239302 0.3691
Decrease 23/07/2021 (4702652) (0.0360) 43536650 0.3331
Increase- 08/10/2021 666123 0.0051 44202773 0.3382
Decrease- 15/10/2021 (11189) (0.0001) 44191584 0.3382
Increase - 22/10/2021 8769 0.0001 44200353 0.3382
Increase - 29/10/2021 13910 0.0001 44214263 0.3383
Increase - 05/11/2021 15090 0.0001 44229353 0.3384
Increase - 12/11/2021 54115 0.0004 44283468 0.3389
Decrease -19/11/2021 (19869) (0.0002) 44263599 0.3387
Decrease- 26/11/2021 (22361) (0.0002) 44241238 0.3385
Decrease- 03/12/2021 (10749816) (0.0823) 33491422 0.2563
Decrease- 10/12/2021 (1987497) (0.0152) 31503925 0.2411
Decrease- 17/12/2021 (3000060) (0.0230) 28503865 0.2181
Decrease- 24/12/2021 (8970794) (0.0686) 19533071 0.1495
Decrease- 31/12/2021 (2000082) (0.0153) 17532989 0.1342
Decrease- 07/01/2022 (3301309) (0.0253) 14231680 0.1089
Decrease- 14/01/2022 (4419) 0.0000 14227261 0.1089
Increase- 21/01/2022 843 0.0000 14228104 0.1089
Increase- 28/01/2022 16879 0.0001 14244983 0.1090
Increase- 04/02/2022 17865 0.0001 14262848 0.1091
Decrease- 11/02/2022 (52354) (0.0004) 14210494 0.1087
95

Sr. % of total
Shares of the
Company
Company
Increase - 18/02/2022 26691 0.0002 14237185 0.1089
Increase - 25/02/2022 8401 0.0001 14245586 0.1090
Increase - 04/03/2022 46105 0.0004 14291691 0.1094
Increase - 11/03/2022 26146 0.0002 14317837 0.1096
Decrease- 18/03/2022 (6097) 0.0000 14311740 0.1095
Decrease- 25/03/2022 (13126) (0.0001) 14298614 0.1094
Increase - 31/03/2022 14621 0.0001 14313235 0.1095
9. MKT CAPITAL LP Nil - - -
Increase - 11/06/2021 1000000 0.0077 2500000 0.0191
Increase - 16/07/2021 1500000 0.0115 4000000 0.0306
Increase - 27/08/2021 2000000 0.0153 6000000 0.0459
Increase - 29/10/2021 1000000 0.0077 7000000 0.0536
Increase - 12/11/2021 2000000 0.0153 9000000 0.0689
10. VANGUARD FIDUCIARY TRUST COMPANY Nil - - -
INSTITUTIONAL TOTAL INTERNATIONAL STOCK
MARKET INDEX TRUST II
Increase - 25/06/2021 7372616 0.0564 7372616 0.0564
Increase - 30/07/2021 638918 0.0049 8011534 0.0613
Increase - 04/02/2022 981410 0.0075 8992944 0.0688
Note: 1. Reasons for increase / decrease unless stated, may be trade / transfer.
2. Top ten shareholders as on 31st March 2022 have been considered, for the above disclosures. Shareholding is
consolidated based on permanent account number (PAN) of the shareholder.
96
(v) Shareholding of Directors and Key Managerial Personnel:
Cumulative Shareholding
Change in Shareholding
During the year
Name of the Director / KMP % of total % of total
No. of No. of
Shares of the Shares of the
Shares Shares
Company Company
Shri. Amitabh Banerjee, Chairman & Managing Director (CMD)
At the beginning of the year 01/04/2021 Nil - - -
Date wise increase/decrease in Share holding during the year
specifying the reasons for increase/decrease (e.g. allotment/ No Change
transfer/bonus/sweat equity etc)
At the end of the year 31/03/2022 - - Nil -
Ms. Shelly Verma, Director Finance (DF) Nil - - -

At the beginning of the year 01/04/2021
Shri. Ashok Kumar Singhal, Non- Official/ Independent

Director
Shri. Vallabhbhai Maneklal Patel, Non- Official/

Independent Director
Smt. Sheela Pandit , Non- Official/ Independent Director

Shri. Vijay Babulal Shirode, Company Secretary (KMP)

At the beginning of the year 01/04/2021 13225 0.00 - -
At the end of the year 31/03/2022 - - 13225 0.00
Notes:
• Shri. Ashok Kumar Singhal ceased to be Non-Official/ Independent Director of IRFC w.e.f 20th July 2021 due to completion of his tenure.
• Shri Vallabhbhai Maneklal Patel appointed as Non-Official/ Independent Director w.e.f. 10th November 2021.
• Smt. Sheela Pandit appointed as Non-Official/ Independent Director w.e.f. 22nd November 2021.
97
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(H in Mn)
Secured Loans
Unsecured Total
excluding Deposits
Loans Indebtedness
Deposits
Indebtedness at the beginning of the financial year
i) Principal amount 2,419,161.39 811,945.40 - 3,231,106.79
ii) Interest due but not paid - - - -
iii) Interest Accrued but not due 61,031.94 61,105.33 - 122,137.27
Total (i+ii+iii) 2,480,193.33 873,050.73 - 3,353,244.06
Changes in Indebtedness during the financial year
Addition 622,941.49 1,061,689.15 - 1,684,630.64
Reduction 327,941.65 716,662.84 - 1,044,604.50
Net Change 294,999.84 345,026.31 - 640,026.14
Indebtedness at the end of the financial year
i) Principal amount 2,707,200.49 1,176,965.69 - 3,884,166.18
ii) Interest due but not paid - - - -
iii) Interest Accrued but not due 68,263.70 37,372.65 - 105,636.35
Total (i+ii+iii) 2,775,464.19 1,214,338.34 - 3,989,802.53
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Chairman & Managing Director, Whole-time Directors and/or Manager:
(H in Mn)
Name of MD / WTD / Manager
Shri Amitabh
Sr. No. Particulars of Remuneration Banerjee Ms. Shelly Verma, Total Amount
Chairman & Director Finance
Managing Director
1. Gross salary
(a) Salary as per provisions contained in section
9.71 6.14 15.84
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0.05 0.08 0.13
(c) Profits in lieu of salary under section 17(3) - - -
Income- tax Act, 1961*
2. Stock option - -
3. Sweat Equity - - -
4. Commission
- As % of profit - - -
- Other, specify - - -
5. Other, please specify
- Employer Contribution towards Provident Fund 0.49 0.41 0.91
- Employer Contribution towards Pension Fund Included in section Included in section -
(amount over and above H 1,50,000 has been 17(1) Salary 17(1) Salary
include in perquisites u/s 14(2)
Total (A) 10.25 6.63 16.88
Ceiling as per the Act Exempted for Government Companies as per MCA Notification
dated 5th June, 2015
98
B. Remuneration to other Directors:

(H in Mn)
Particulars of Remuneration Name of Directors
Sr. Total
Shri Ashok Shri Vallabhbhai Smt. Sheela
No. Independent Directors Amount
Kumar Singhal Maneklal Patel Pandit
• Fee for attending Board Committee Meetings 0.34 0.28 0.23 0.85
• Commission - - -
• Others, please specify - - -
Total (1)
Other Non-Executive Directors Shri Baldeo Shri Bhaskar
Purushartha Choradia
• Fee for attending Board Committee Meetings - - - -
• Commission - - - -
• Others, please specify - - - -
Total (2) - - - -
Total (B)= (1+2) 0.34 0.28 0.23 0.85
Total Managerial Remuneration - - - -
Overall Ceiling as per the Act Exempted for Government Companies as per MCA Notification
dated 5th June, 2015
Notes:
• Shri. Ashok Kumar Singhal ceased to be Non-Official/ Independent Director of IRFC w.e.f 20th July, 2021 due to completion of his tenure.
• Shri. Vallabhbhai Maneklal Patel appointed as Non-Official/ Independent Director w.e.f. 10th November 2021.
• Smt. Sheela Pandit appointed as Non-Official/ Independent Director w.e.f. 22nd November 2021.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD:
(H in Mn)
Company Secretary
Sr. Shri Vijay Babulal Shirode
Particulars of Remuneration
No. Joint General Manager (Law) &
Company Secretary
1. (a) Salary as per provisions contained in section 17(1) of the Income-tax 2.43
Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961* 0.16
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961
2. Stock option --
3. Sweat Equity --
4. Commission --
- As % of profit --
- Other, specify --
5. Other, please specify
- Employer Contribution towards Provident Fund 0.15
- Employer Contribution towards Pension Fund (amount over and above Included in section 17(1) Salary
Rs. 1,50,000 has been include in perquisites u/s 14(2)
Total (C) 2.74
99
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Details of
Authority Appeal
Section of the Brief Penalty /
Type [RD / NCLT / made, if any
Companies Act Description Punishment/
COURT] (give Details)
Compounding
A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty NIL
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
100
Annexure VIII
Code of Business Conduct-Declaration by the Chairman & Managing Director (CEO)
I hereby affirm that all Board Members and Senior Management personnel have confirmed compliance on their part of the “Code of
Business Conduct and Ethics for Board Members and Senior Management” for the year 2021-2022.
Sd/-
(Amitabh Banerjee)
Place: New Delhi Chairman & Managing Director
Date: 10th August, 2022 DIN: 03315975
101
Annexure IX
Certificate to the Board of Directors under Regulation 17(8) of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015
We hereby certify to the Board of Directors that:
A. We have reviewed financial statements and the cash flow statement for the year ended 31.03.2022 and that to the best of our
knowledge and belief:
i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might
be misleading;
ii) These statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are
fraudulent, illegal or violative of the Company’s code of conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the
effectiveness of internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors
and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the
steps we have taken or propose to take to rectify these deficiencies.
D. We have indicated to the auditors and the Audit Committee:-
i) Significant changes in internal control over financial reporting during the year;
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial
statements ; and
iii) That we are not aware of any instance during the year of significant fraud with involvement therein of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.
Sd/- Sd/-
Place: Gandhinagar, Gujarat (Shelly Verma) (Amitabh Banerjee)
Dated: 20th May, 2022 Director Finance-CFO Chairman & Managing Director - CEO
102
Financial
Statements
Balance Sheet
as at 31 March 2022
(All amounts in millions of INR, unless stated otherwise)
As at As at
Particulars Notes
31 March 2022 31 March 2021
ASSETS
Financial Assets
Cash And Cash Equivalents 3 1,464.92 2,971.91
Bank Balance Other Than Cash and Cash Equivalents 4 1,568.84 1,617.33
Derivative Financial Instruments 5 2,023.25 760.14
Receivables 6
- Lease Receivables 20,06,924.99 16,55,689.91
Loans 7 68,248.05 69,698.15
Investments 8 100.03 119.82
Other Financial Assets 9 22,47,779.18 19,95,580.54
Total Financial Assets 43,28,109.26 37,26,437.80
Non-financial assets
Current Tax Assets (Net) 10 6,373.08 9,333.87
Property, Plant And Equipment 11 138.86 109.45
Right of Use Assets 33.1 224.25 343.71
Other Intangible Assets 12 16.51 0.41
Other Non-Financial Assets 13 1,64,940.28 68,589.99
Total Non-Financial Assets 1,71,692.98 78,377.43
Total Assets 44,99,802.24 38,04,815.23
LIABILITIES AND EQUITY
LIABILITIES
Financial Liabilities
Derivative Financial Instruments 5 5,669.33 3,601.28
Payables 14
- Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small - -
enterprises
- Other payables
(i) Total outstanding dues of micro enterprises and small enterprises 10.02 3.78
(ii) Total outstanding dues of creditors other than micro enterprises and small 235.69 503.83
enterprises
Debt Securities 15 19,41,749.53 17,85,747.89
Borrowings (Other Than Debt Securities) 16 19,42,416.65 14,45,358.90
Lease Liabilities 33.1 233.52 345.88
Other Financial Liabilities 17 1,94,251.96 1,96,029.03
Total Financial Liabilities 40,84,566.70 34,31,590.59
Non-Financial Liabilities
Current Tax Liabilities (Net) 10 - -
Provisions 18 535.71 291.22
Deferred Tax Liabilities (Net) 19 - -
Other Non-Financial Liabilities 20 4,736.43 13,799.60
Total Non-Financial Liabilities 5,272.14 14,090.82
Total Liabilities 40,89,838.84 34,45,681.41
Equity
Equity Share Capital 21 1,30,685.06 1,30,685.06
Other Equity 22 2,79,278.34 2,28,448.76
Total Equity 4,09,963.40 3,59,133.82
Total Liabilities And Equity 44,99,802.24 38,04,815.23
Significant Accounting Policies 2
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this Balance Sheet.
For M/s. KBDS & Co. For and on behalf of the Board of Directors
Chartered Accountants Indian Railway Finance Corporation Limited
FRN 323288E
Sd/- Sd/- Sd/- Sd/-

(CA Dashrath Kumar Singh) (Vijay Babulal Shirode) (Shelly Verma) (Amitabh Banerjee)
Partner Company Secretary & JGM (Law) Director Finance Chairman & Managing Director
M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975
UDIN: 22060030AJMDLH6491
Place: Gandhinagar, Gujarat

Date: 20th May 2022
104
Corporate Overview | Notice of AGM | Statutory Reports Financial Statements
Statement of Profit and Loss

for the year ended 31 March 2022

Particulars Notes
31 March 2022 31 March 2021
Revenue From Operations
Interest Income 23 72,946.72 39,436.59
Lease Income 24 1,30,035.96 1,18,265.62
2,02,982.68 1,57,702.21
Dividend Income 9.96 2.51
Other Income 25 23.33 3.90
Total Income 2,03,015.97 1,57,708.62
Expenses
Finance Costs 26 1,40,747.82 1,12,370.53
Impairment on Financial Instruments 27 4.61 27.15
Employee Benefit Expense 28 107.48 78.47
Depreciation, Amortization and Impairment 29 140.25 44.32
Other Expenses 30 1,114.26 1,026.84
Total Expenses 1,42,114.42 1,13,547.31
Profit Before Exceptional Items and Tax 60,901.55 44,161.31
Exceptional Items - -
Profit Before Tax 60,901.55 44,161.31
Tax Expense 31
Current Tax - -
Deferred Tax - -
Adjustment for Earlier Years 3.19 -
Total Tax Expenses 3.19 -
Profit for the Period from Continuing Operations 60,898.36 44,161.31
Profit from Discontinued Operations - -
Tax Expense of Discontinued Operations - -
Profit from Discontinued Operations (After Tax) - -
Profit for the Period 60,898.36 44,161.31
Other Comprehensive Income
(A) (i) Items that will not be reclassified to profit or loss
- Remeasurement of defined benefit plans 5.61 0.01
- Remeasurement of Equity Instrument (10.61) 14.75
(ii) Income tax relating to items that will not be reclassified to profit or loss
- Remeasurement of defined benefit plans - -
- Remeasurement of Equity Instrument - -
Subtotal (A) (5.00) 14.76
(B) (i) Items that will be reclassified to profit or loss - -
(ii) Income tax relating to items that will be reclassified to profit or loss - -
Subtotal (B) - -
Other Comprehensive Income (A + B) (5.00) 14.76
Total comprehensive income for the period (comprising profit (loss) and other 60,893.36 44,176.07
comprehensive income for the period)
Earnings per equity share (for continuing operations) 32
Basic (Rs.) 4.66 3.66
Diluted (Rs.) 4.66 3.66
Earnings per equity share (for discontinued operations)
Basic (Rs.) - -
Diluted (Rs.) - -
Earnings per equity share (for continuing and discontinued operations) 32
Basic (Rs.) 4.66 3.66
Diluted (Rs.) 4.66 3.66
Significant Accounting Policies 2
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this statement of Profit and Loss.
FRN 323288E
Sd/- Sd/- Sd/- Sd/-
M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975
Date: 20th May 2022
105
Statement of Cash Flow


Particulars
31 March 2022 31 March 2021
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxes 60,901.55 44,161.31
Adjustments for:
Remeasurement of Defined Benefit Plans 5.61 0.01
Depreciation and Amortisation (including adjustment to ROU assets) 140.25 44.32
Provision of Interest on Income Tax - 5.33
Loss on Sale of Fixed Assets 0.03 0.25
Profit on Sale Of Fixed Assets - (0.01)
Discount of Commercial Paper 324.49 505.55
Adjustments Towards Effective Interest Rate 797.98 (3,217.08)
Interest Expense on lease liabilities 16.48 6.79
Dividend Income Received (9.96) (2.51)
Share Issue Expenses (1.03) -
Operating Profit Before Working Capital Changes 62,175.40 41,503.96
Movements in Working Capital:
increase/(Decrease) in Payables (261.90) 130.09
increase/(Decrease) in Provisions 244.49 193.76
increase/(Decrease) in Others Non Financial Liabilities (9,063.17) 13,477.41
increase/(Decrease) in Other Financial Liabilities (1,777.07) 68,357.31
Decrease/(Increase) in Receivables (3,51,235.08) (1,69,891.91)
Decrease/(Increase) in Loans and Advances 1,450.10 (5,464.44)
Decrease/(Increase) in Bank Balance Other Than Cash and Cash Equivalents 48.49 (623.50)
Decrease/(Increase) in Other Non Financial Assets (96,350.29) (53,895.20)
Decrease/(Increase) in Other Financial Assets (2,52,311.39) (7,89,813.21)
Cash Generated From Operations (6,47,080.42) (8,96,025.73)
Less: Direct Taxes Paid (Net of Refunds) (2,957.60) 3,040.74
Net Cash Flow/(Used) in Operating Activities (A) (6,44,122.82) (8,99,066.47)
B. CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Property Plant & Equipments and Intangible Assets (66.33) (8.65)
Proceeds From Sale of Property Plant & Equipment - 0.32
Proceeds From Realization of Pass Through Certificates / Sale of Investments 9.18 10.05
Dividend Income Received 9.96 2.51
Net Cash Flow/(Used) in Investing Activities (B) (47.19) 4.23
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Issue of Equity Share Capital - 11,880.46
Proceeds from security Premium - 19,008.74
Issue of Debt Securities (Net of Redemptions) 1,84,834.63 2,42,488.51
Raising of Rupee Term Loans/ Foreign Currency Borrowings (Net of Repayments) 4,97,314.74 6,57,781.22
Issue of Commercial Paper (Net of Repayments) (29,294.76) (10,169.37)
Payments for lease liabilities (including interest) (128.84) (40.24)
Share Issue Expenses - (207.04)
Final Dividend Paid - (5,000.00)
Interim Dividend Paid (10,062.75) (13,721.93)
Net Cash Generated By/(Used In) Financing Activities (C) 6,42,663.02 9,02,020.35
Net Increase in Cash cnd Cash Equivalents (A+B+C) (1,506.99) 2,958.11
106
Statement of Cash Flow


Particulars
31 March 2022 31 March 2021
Cash and Cash Equivalents at the beginning of the year 2,971.91 13.80
Cash and Cash Equivalents at the End of the Period 1,464.92 2,971.91
Components of cash and cash equivalents
Cash on hand - -
Balances with banks
- on current accounts 1,464.82 2,971.81
- Balance in RBI-PLA 0.10 0.10
Cheques in hand - -
1,464.92 2,971.91
The accompanying statement of significant accounting policies and notes to the financial information are an integral part of this statement.
FRN 323288E
Sd/- Sd/- Sd/- Sd/-
M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975
UDIN: UDIN: 22060030AJMDLH6491

Date: 20th May 2022
107
Statement of Changes in Equity

A. Equity Share Capital

Equity shares of INR 10 each issued, subscribed and fully paid
Particulars Notes Amount

Balance as at 1 April 2021 1,30,685.06
Changes in Equity Share Capital due to prior period errors -
Restated Balance as at 1 April 2021 21 1,30,685.06
Changes in equity share capital during the period -
Balance as at 31 March 2022 1,30,685.06
Balance as at 1 April 2020 1,18,804.60
Changes in Equity Share Capital due to prior period errors -
Restated Balance as at 1 April 2020 21 1,18,804.60
Changes in equity share capital during the period 11,880.46
Balance as at 31 March 2021 1,30,685.06
FRN 323288E
Sd/- Sd/- Sd/- Sd/-
M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975

Date: 20th May 2022
108
Statement of Changes in Equity
B. Other Equity
Reserve and surplus Equity instruments

Share
Reserve Fund u/s 45- Security through other Total other
Particulars issue General Retained
IC of Reserve Bank of Premium comprehensive equity
expenses Reserve Earnings
India Act, 1934 Reserve income
Balance as at 1 April 2021 (376.84) 1,74,032.28 20,726.61 19,008.74 14,980.31 77.66 2,28,448.76
Changes in accounting policy/prior period Errors - - - - - - -
Restated Balance as at 1 April 2021 (376.84) 1,74,032.28 20,726.61 19,008.74 14,980.31 77.66 2,28,448.76
Total comprehensive income for the period - - - - 60,903.97 (10.61) 60,893.36
Addition during the period (1.03) - - - - - (1.03)
Transfer to Reserve Fund u/s 45-IC of Reserve - - 12,179.67 - (12,179.67) - -
Bank of India Act, 1934
Interim Dividend - - - - (10,062.75) - (10,062.75)
Balance as at 31 March 2022 (377.87) 1,74,032.28 32,906.28 19,008.74 53,641.86 67.05 2,79,278.34
Balance as at 1 April 2020 (169.80) 1,74,032.28 11,894.35 - 5,000.00 62.91 1,90,819.74
Changes in accounting policy/prior period Errors - - - - (6,626.82) - (6,626.82)
Corporate Overview | Notice of AGM | Statutory Reports
Restated Balance as at 1 April 2020 (169.80) 1,74,032.28 11,894.35 - (1,626.82) 62.91 1,84,192.92
Total comprehensive income for the period - - - - 44,161.32 14.75 44,176.07
Addition during the period (207.04) - - 19,008.74 - - 18,801.70
Transfer to Reserve Fund u/s 45-IC of Reserve - - 8,832.26 - (8,832.26) -
Bank of India Act, 1934
Interim Dividend - - - - (13,721.93) - (13,721.93)
Final Dividend - - - - (5,000.00) - (5,000.00)
Balance as at 31 March 2021 (376.84) 1,74,032.28 20,726.61 19,008.74 14,980.31 77.66 2,28,448.76
The accompanying statement of significant accounting policies and notes to the financial information in are an integral part of this statement.
FRN 323288E
Sd/- Sd/- Sd/- Sd/-

M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975

Date: 20th May 2022
109
Notes to Financial Statements

Statement of significant accounting policies policies below. Unless otherwise stated, all amounts are
stated in Millions of Rupees.
1. Background
Historical cost is the amount of cash or cash equivalents
Indian Railway Finance Corporation Ltd., referred to as “the paid or the fair value of the consideration given to acquire
Company” or “IRFC” was incorporated by the Government assets at the time of their acquisition or the amount of
of India, Ministry of Railways, as a financing arm of Indian proceeds received in exchange for the obligation, or at
Railways, for the purpose of raising the necessary resources the amounts of cash or cash equivalents expected to
for meeting the developmental needs of Indian Railways. be paid to satisfy the liability in the normal course of
The Company’s principal business is to borrow funds from business.
the financial markets to finance the acquisition / creation of
assets which are then leased out to the Indian Railways as Fair value is the price that would be received to sell an
finance lease. IRFC is a Schedule ‘A’ Public Sector Enterprise asset or paid to transfer a liability in an orderly transaction
under the administrative control of the Ministry of Railways, between market participants at the measurement date,
Govt. of India. It is also registered as Systemically Important regardless of whether that price is directly observable or
Non–Deposit taking Non Banking Financial Company (NBFC estimated using another valuation technique. Fair value
– ND-SI) and Infrastructure Finance Company (NBFC- IFC) for measurement and/or disclosure purpose in these
with Reserve Bank of India (RBI).The President of India along financial statements is determined on such basis except
with his nominees holds 86.36% of the equity share capital. for, leasing transactions that are within the scope of Ind
AS 17, and measurements that have some similarities to
The registered address and principal place of business of fair value but are not fair value.
the Company is Room Nos. 1316 - 1349, 3rd Floor, Hotel
The Ashok Diplomatic Enclave, 50-B, Chanakyapuri New In addition, for financial reporting purposes fair value
Delhi -110021. measurements are categorized into Level 1, 2 or 3
based on the degree to which the inputs for the fair value
measurements are observable and the significance of
2. Significant Accounting Policies
the inputs to the fair value measurements in its entirety,
A summary of the significant accounting policies adopted in which are described as follows:
the preparation of the financial statements are as given below.
• Level 1 -Inputs are quoted prices (unadjusted) in
These accounting policies have been applied consistently to
active markets for identical assets or liabilities that
all periods presented in the financial statements.
the entity can access at the measurement date;
2.1 Statement of Compliance • Level 2 -Inputs are inputs, other than quoted prices
included within level 1, that are observable for the
The financial statements have been prepared on going
asset or liability, either directly or indirectly; and
concern basis following accrual system of accounting in
accordance with the Indian Accounting Standards (‘Ind • Level 3- inputs are unobservable inputs for the
AS’) notified under the Companies (Indian Accounting asset or liability.
Standards) Rules 2015 and subsequent amendments
thereto, read with Section 133 of the Companies 2.3 Use of estimates
Act, 2013 and other Accounting principles generally
The preparation of financial statements requires
accepted in India.
management to make judgments, estimates and
2.2 Basis for preparation of financial statements assumptions that may impact the application of
accounting policies and the reported value of assets,
The financial statements have been prepared on liabilities, income, expenses and related disclosures
the historical cost basis except for certain financial concerning the items involved as well as contingent
instruments that are measured at fair values at the end assets and liabilities at the balance sheet date. The
of each reporting period, as explained in the accounting estimates and management’s judgments are based
110

on previous experience & other factors considered d)
Income taxes
reasonable and prudent in the circumstances. Actual
results may differ from these estimates. Significant estimates are involved in determining
the provision for income taxes, including amount
Estimates and underlying assumptions are reviewed on expected to be paid/ recovered for uncertain tax
an ongoing basis. Revisions to accounting estimates positions.
are recognized in the period in which the estimates are
revised and in any future periods affected. 2.4 Revenue
In order to enhance understanding of the financial Company’s revenues arise from lease income, dividend
statements, information about significant areas of income, interest on lease advance, loans, deposits and
estimation, uncertainty and critical judgments in applying investments. Revenue from other income comprise
accounting policies that have the most significant effect miscellaneous income etc.
on the amounts recognized in the financial statements
Rental income from operating lease is recognised on
is as under:
a straight-line basis over the term of the relevant lease.
a) Formulation of accounting policies Finance lease income in respect of finance leases is
allocated to the accounting periods so as to reflect a
The accounting policies are formulated in a manner constant periodic rate of return on the net investment
that results in financial statements containing outstanding in respect of the lease. (Also see accounting
relevant and reliable information about the policy on leases at 2.14).
transactions, other events and conditions to which
they apply. Those policies need not be applied Interest income from financial assets is recognised
when the effect of applying them is immaterial. when it is probable that the economic benefits will flow
to the Company and the amount of income can be
b) Post-employment benefit plans measured reliably. Interest income is accrued on a time
basis, by reference to the principal outstanding and at
Employee benefit obligations are measured the effective interest rate applicable, which is the rate
on the basis of actuarial assumptions which that exactly discounts estimated future cash receipts
include mortality and withdrawal rates as well as through the expected life of the financial asset to that
assumptions concerning future developments in asset's net carrying amount on initial recognition.
discount rates, the rate of salary increases and
the inflation rate. The Company considers that Pre-commencement lease-interest income is
the assumptions used to measure its obligations determined based on the MOU entered with Ministry
are appropriate and documented. However, any of Railways and when it is probable that the economic
changes in these assumptions may have a material benefits will flow to the Company and the amount can
impact on the resulting calculations. be determined reliably.
c) Provisions and contingencies Dividend income is recognized in profit or loss only

when the right to receive the payment is established, it
The assessments undertaken in recognizing is probable that the economic benefits associated with
provisions and contingencies have been made in the dividend will flow to the Company, and the amount
accordance with Ind AS 37 ‘Provisions, contingent of the dividend can be measured reliably.
liabilities and contingent assets’. The evaluation of
the likelihood of the contingent events has required 2.5 Foreign Currency Transaction
best judgment by management regarding the
probability of exposure to potential loss. Should Functional and presentation currency
circumstances change following unforeseeable
Items included in the financial statements of entity are
developments, this likelihood could alter.
measured using currency of the primary economic
environment in which the entity operates (‘the functional
currency’). The financial statements are presented
in Indian rupee (INR), which is entity’s functional and
presentation currency.
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Transactions and Balances The company’s net obligation in respect of defined
benefit plans is determined using the projected unit
Transactions in foreign currencies are initially recorded credit method, with actuarial valuations being carried
at their respective functional currency spot rates at the out at the end of reporting period. Actuarial gain/loss on
date the transaction first qualifies for recognition. re-measurement of gratuity and other post-employment
defined plans are recognised in other comprehensive
Monetary assets and liabilities denominated in foreign
income (OCI). Past service cost is recognised in the
currencies are translated at the functional currency spot
statement of Profit and Loss account in the period of a
rates of exchange at the reporting date.
plan amendment.
Differences arising on settlement or translation of
Other long-term employee benefits
monetary items are recognised in profit or loss.
The company’s obligation towards leave encashment
Non-monetary items that are measured in terms of
and employee family benefit scheme are in the nature
historical cost in a foreign currency are translated using
of other long term employee benefits. Liability in respect
the exchange rates at the dates of the initial transactions.
of compensated absences becoming due or expected
Non-monetary items measured at fair value in a foreign
to be availed more than one year after the balance sheet
currency are translated using the exchange rates at the
date and employee family benefit scheme are estimated
date when the fair value is determined. The gain or loss
on the basis of an actuarial valuation performed by an
arising on translation of non-monetary items measured
independent actuary using the projected unit credit
at fair value is treated in line with the recognition of the
method.
gain or loss on the change in fair value of the item.
Actuarial gains and losses arising from past experience
2.6 Employee Benefits
and changes in actuarial assumptions are charged to
Defined contribution plan statement of profit and loss in the period in which such
gains or losses are determined.
A Defined contribution plan is a post-employment benefit
plan under which the company pays fixed contributions Short-term employee benefits
in respect of the employees into an independent
Short term employee benefits such as salaries and
fund administrated by the government/ pension
wages are recognised on undiscounted basis in the
fund manager and will have no legal or constructive
statement of Profit and Loss account, on the basis of
obligation to pay further amounts after its payment of
the amount paid or payable for the period during which
the fixed contribution. Obligations for contributions
services are rendered by the employee.
to defined contribution plans are recognized as an
employee benefit expense in statement of profit and 2.7 Taxation
loss in the period during which services are rendered by
employees. Tax expense comprises Current Tax and Deferred Tax.
The company has a defined contribution plan which Current Tax

includes pension scheme and provident fund scheme.
Company’s contribution towards provident fund and The tax currently payable is based on taxable profit
pension scheme for the year are recognised as an for the year. Taxable profit differs from 'profit before
expense and charged to the statement of profit and tax' as reported in the Statement of Profit and Loss
loss. because of items of income or expense that are taxable
or deductible in other years and items that are never
Defined benefit plan taxable or deductible.
A defined benefit plan is a post-employment benefit plan The Company's current tax is calculated using tax rates
other than a defined contribution plan. The company’s that have been enacted or substantively enacted by the
liability towards gratuity and post-retirement benefits end of the reporting period.
such as medical benefits are in the nature of defined
benefits plans. Current tax is recognised in profit or loss, except
when they relate to items that are recognised in other
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comprehensive income or directly in equity, in which Items of property, plant and equipment are initially
case, the current tax is also recognised in other recognized at cost. Subsequent measurement is done
comprehensive income or directly in equity respectively. at cost less accumulated depreciation/amortization
and accumulated impairment losses. Cost includes
The Company is exercising the irrevocable option expenditure that is directly attributable to bringing the
as permitted by section 115BAA of the Income – tax asset to the location and condition necessary for it to
Act, 1961 whereby by foregoing certain exemptions, be capable of operating in the manner intended by
deductions and allowances, the tax rate applicable management.
to the Company is lower than the normal tax rate that
would have been otherwise applicable to the Company. When parts of an item of property, plant and equipment
Henceforth, minimum alternate tax provisions of section have different useful lives, they are recognized
115JB of the Income – tax Act, 1961 are not applicable separately.
to the Company.
Subsequent expenditure is recognized as an increase in
Deferred Tax the carrying amount of the asset when it is probable that
future economic benefits deriving from the cost incurred
Deferred tax is recognized using the balance sheet will flow to the enterprise and the cost of the item can be
method, providing for temporary differences between measured reliably.
the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for taxation De-recognition
purposes. Deferred tax is measured at the tax rates that
are expected to be applied to temporary differences Property, plant and equipment is derecognized when no
when they reverse, based on the laws that have been future economic benefits are expected from their use or
enacted or substantively enacted by the reporting date. upon their disposal. Gains and losses on de-recognition
Deferred tax assets and liabilities are offset if there is a of an item of property, plant and equipment are
legally enforceable right to offset current tax liabilities determined by comparing the proceeds from disposal,
and assets, and they relate to income taxes levied by if any, with the carrying amount of property, plant and
the same tax authority. equipment, and are recognized in the statement of
profit and loss.
A deferred tax asset is recognized to the extent that it
is probable that future taxable profits will be available Depreciation
against which the temporary difference can be utilized.
Depreciation on property, plant and equipment has
Deferred tax assets are reviewed at each reporting
been provided on the straight-line method as per the
date and are reduced to the extent that it is no longer
useful life prescribed in Schedule II to the Companies
probable that the related tax benefit will be realized.
Act, 2013.
The Company does not recognize deferred tax asset or
2.9 Intangible assets
deferred tax liability because as per Gazette Notification
no. S.O. 529(E) dated 5th February 2018 as amended by An intangible asset is recognized if and only if it is
notification no. S.O. 1465 dated 2 April 2018 issued by probable that the expected future economic benefits
Ministry of Corporate Affairs, Government of India, read that are attributable to the asset will flow to the Company
with their communication no. Eoffice F.No.17/32/2017 and the cost of the asset can be measured reliably.
– CL – V dated 20th March 2020, the provisions of
Indian Accounting Standards 12 relating to Deferred Tax Intangible assets that are acquired by the Company,
Assets (DTA) or Deferred Tax Liability (DTL) does not which have finite useful lives, are recognized at
apply to the Company. cost. Subsequent measurement is done at cost less
accumulated amortization and accumulated impairment
2.8 Property, Plant and Equipment (PPE) losses. Cost includes any directly attributable incidental
expenses necessary to make the assets ready for its
An item of property, plant and equipment is recognized as
intended use.
an asset if and only if it is probable that future economic
benefits associated with the item will flow to the Company
and the cost of the item can be measured reliably.
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Subsequent expenditure is recognized as an increase in Capitalization of borrowing costs ceases when
the carrying amount of the asset when it is probable that substantially all the activities necessary to prepare the
future economic benefits deriving from the cost incurred qualifying assets for their intended uses are complete.
will flow to the enterprise and the cost of the item can be
measured reliably. All other borrowing costs are recognized as an expense
in the year in which they are incurred.
De-recognition
2.11 Cash and cash equivalents
An intangible asset is derecognized when no future
economic benefits are expected from their use or upon Cash and cash equivalents in the balance sheet comprise
their disposal. Gains & losses on de-recognition of an cash at banks, cash on hand and short-term deposits
item of intangible assets are determined by comparing with an original maturity of three months or less, which
the proceeds from disposal, if any, with the carrying are subject to an insignificant risk of changes in value.
amount of intangible assets and are recognized in the
2.12 Provisions, contingent liabilities and contingent
statement of profit and loss.
assets
Amortization
A provision is recognized if, as a result of a past event, the
Software is amortized over 5 years on straight-line Company has a present legal or constructive obligation
method. that can be estimated reliably, and it is probable that an
outflow of economic benefits will be required to settle
2.10 Borrowing costs the obligation. If the effect of the time value of money is
material, provisions are determined by discounting the
Borrowing costs consist of interest expense expected future cash flows at a pre-tax rate that reflects
calculated using the effective interest method current market assessments of the time value of money
as described in Ind AS 109 ‘Financial Instruments’ and the risks specific to the liability. When discounting is
and exchange differences arising from foreign currency used, the increase in the provision due to the passage
borrowings to the extent that they are regarded as an of time is recognized as a finance costs.
adjustment to interest costs.
The amount recognized as a provision is the best
Borrowing costs that are directly attributable to the estimate of the consideration required to settle the
acquisition, construction/development or erection of present obligation at reporting date, taking into account
qualifying assets are capitalized as part of cost of such the risks and uncertainties surrounding the obligation.
asset until such time the assets are substantially ready
for their intended use. Qualifying assets are assets When some or all of the economic benefits required
which necessarily take substantial period of time to get to settle a provision are expected to be recovered
ready for their intended use or sale. from a third party, the receivable is recognized as
an asset if it is virtually certain that reimbursement will
When the Company borrows funds specifically for the be received and the amount of the receivable can be
purpose of obtaining a qualifying asset, the borrowing measured reliably. The expense relating to a provision is
costs incurred are capitalized. When Company borrows presented in the statement of profit and loss net of any
funds generally and uses them for the purpose of reimbursement.
obtaining a qualifying asset, the capitalization of the
borrowing costs is computed based on the weighted Contingent liabilities are possible obligations that
average cost of all borrowing that are outstanding during arise from past events and whose existence will only
the period and used for the acquisition, construction/ be confirmed by the occurrence or non-occurrence
exploration or erection of the qualifying asset. of one or more future events not wholly within the
control of the Company. Where it is not probable that
Income earned on temporary investment of the an outflow of economic benefits will be required, or the
borrowings pending their expenditure on the qualifying amount cannot be estimated reliably, the obligation is
assets is deducted from the borrowing costs eligible for disclosed as a contingent liability, unless the probability
capitalization. of outflow of economic benefits is remote. Contingent
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liabilities are disclosed on the basis of judgment of the impairment loss is reversed if there has been a change
management/independent experts. These are reviewed in the estimates used to determine the recoverable
at each balance sheet date and are adjusted to reflect amount. An impairment loss is reversed only to the
the current management estimate. extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined,
Contingent assets are possible assets that arise from net of depreciation or amortization, if no impairment
past events and whose existence will be confirmed only loss had been recognized.
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of 2.14 Leases
the Company. Contingent assets are disclosed in the
financial statements when inflow of economic benefits At inception of a contract, the Company assesses
is probable on the basis of judgment of management. whether the contract is, or contains a lease. A contract
These are assessed continually to ensure that is, or contains a lease if the contract conveys the right to
developments are appropriately reflected in the financial control the use of an identified asset for a period of time
statements. in exchange for consideration.
2.13 Impairment of non-financial assets Company as a lessor
The carrying amounts of the Company’s non-financial The Company classifies each of its leases as either an
assets are reviewed at each reporting date to operating lease or a finance lease.
determine whether there is any indication of impairment
Leases in which the Company does not transfer
considering the provisions of Ind AS 36 ‘Impairment of
substantially all the risks and rewards of ownership
Assets’. If any such indication exists, then the asset’s
of an asset are classified as operating leases. Rental
recoverable amount is estimated.
income from operating lease is recognised on a
The recoverable amount of an asset or cash-generating straight-line basis over the term of the relevant lease.
unit is the higher of its fair value less costs to disposal Initial direct costs incurred in negotiating and arranging
and its value in use. In assessing value in use, the an operating lease are added to the carrying amount
estimated future cash flows are discounted to their of the leased asset and recognised over the lease term
present value using a pre-tax discount rate that reflects on the same basis as rental income. The depreciation
current market assessments of the time value of money policy for depreciable underlying assets subject to
and the risks specific to the asset. For the purpose operating leases is consistent with the Company’s
of impairment testing, assets that cannot be tested normal depreciation policy for similar assets.
individually are grouped together into the smallest group
Contingent rents are recognised as revenue in the
of assets that generates cash inflows from continuing
period in which they are earned.
use that are largely independent of the cash inflows of
other assets or groups of assets (the “cash-generating Leases are classified as finance leases when substantially
unit”, or “CGU”). all of the risks and rewards of ownership transfer from
the Company to the lessee. Amounts due from lessees
An impairment loss is recognized if the carrying amount
under finance leases are recorded as receivables at the
of an asset or its CGU exceeds its estimated recoverable
Company’s net investment in the leases. Finance lease
amount. Impairment losses are recognized in profit or
income is allocated to accounting periods so as to reflect
loss. Impairment losses recognized in respect of CGUs
a constant periodic rate of return on the net investment
are reduced from the carrying amounts of the assets of
outstanding in respect of the lease.
the CGU.
Company as a lessee
Impairment losses recognized in prior periods are
assessed at each reporting date for any indications At the contract commencement date, the Company
that the loss has decreased or no longer exists. An recognizes right – of – use asset and a lease liability.
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A right – of – use asset is an asset that represents a The commencement of the lease term is the date from
lessee’s right to use an underlying asset for the lease which the lessee is entitled to exercise its right to use the
term. The Company has elected not to apply the leased asset. It is the date of initial recognition of the lease.
aforesaid requirements to short term leases (leases
which at the commencement date has a lease term of As such, in respect of Railway Infrastructure Assets,
12 months or less) and leases for which the underlying which are under construction and where the
asset is of low value as described in paragraphs B3 – Memorandum of Understanding / terms containing the
B9 of Ind AS 116. principal provisions of the lease are in effect with the
Lessee, pending execution of the lease agreement, the
A right of use asset is initially measured at cost and transactions relating to the lease are:
subsequently applies the cost mode ie less any
accumulated depreciation and any accumulated (a)
presented as “Advance against Railway
impairment losses and adjusted for any remeasurement Infrastructure Assets to be leased”; and thereafter
of lease liability. Ind AS 16, Property, Plant and
(b) transferred to “Project Infrastructure Assets
Equipment is applied in depreciating the right – of – use
under Finance Lease Arrangement” on receipt of
asset.
utilization report from the lessee; and thereafter
A lease liability is initially measured at the present value
(c) transferred to lease receivable as per Ind AS 116 on
of the lease payments that are not paid at that date.
execution of lease agreement.
The lease payments are discounted using the interest
rate implicit in the lease. If that rate cannot be readily 2.17 Dividends
determined, the Company’s incremental borrowing rate
is used. Subsequently, the carrying amount of the lease Dividends and interim dividends payable to the
liability is increased to reflect interest on lease liability; Company’s shareholders are recognized as changes
reduced to reflect the lease payments; and remeasured in equity in the period in which they are approved by
to reflect any reassessment or lease modifications or to the shareholders’ meeting and the Board of Directors
reflect revised in – substance fixed lease payments. respectively.
2.15 Securitisation of Finance Lease Receivable 2.18 Material Prior Period Errors
Lease Receivables securitised out to Special Purpose Material prior period errors are corrected retrospectively
Vehicle in a securitisation transactions are de-recognised by restating the comparative amounts for the prior
in the balance sheet when they are transferred and periods presented in which the error occurred. If the
consideration has been received by the Company. error occurred before the earliest period presented, the
opening balances of assets, liabilities and equity for the
The resultant gain/loss arising on securitization is earliest period presented, are restated.
recognised in the Statement of Profit & Loss in the year
in which transaction takes place. 2.19 Earnings per share
Lease Receivables assigned through direct assignment Basic earnings per equity share is computed by dividing
route are de-recognised in the balance sheet when they the net profit or loss attributable to equity shareholders
are transferred and consideration has been received of the Company by the weighted average number of
by the Company. Profit or loss resulting from such equity shares outstanding during the financial year.
assignment is accounted for in the year of transaction.
Diluted earnings per equity share is computed by
2.16 Leasing of Railway Infrastructure Assets dividing the net profit or loss attributable to equity
shareholders of the Company by the weighted average
In terms of Indian Accounting Standard 116, the number of equity shares considered for deriving basic
inception of lease takes place at the earlier of the date earnings per equity share and also the weighted
of the lease agreement and the date of a commitment average number of equity shares that could have been
by the parties to the principal provisions of the lease. issued upon conversion of all dilutive potential equity
shares.
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2.20 Statement of Cash Flows from impairment are recognized in the profit or loss.
This category generally applies to trade and other
Statement of cash flows is prepared in accordance with
receivables.
the indirect method prescribed in Ind AS 7 ‘Statement of
cash flows’. Debt instrument at Fair value through Other
Comprehensive Income (FVTOCI)
2.21 Operating Segments
The Managing Director (MD) of the Company has A ‘debt instrument’ is classified as at the FVTOCI if both
been identified as the Chief Operating Decision of the following criteria are met:
Maker (CODM) as defined by Ind AS 108, “Operating (a) The objective of the business model is achieved
Segments”. both by collecting contractual cash flows and
The Company has identified ‘Leasing and Finance’ as selling the financial assets, and
its sole reporting segment.
(b) The asset’s contractual cash flows represent SPPI
2.22 Financial Instruments
Debt instruments included within the FVTOCI category
A financial instrument is any contract that gives rise to are measured initially as well as at each reporting date
a financial asset of one entity and a financial liability or at fair value. Fair value movements are recognized in the
equity instrument of another entity. OCI. However, the Company recognizes interest income,
impairment losses & reversals and foreign exchange
2.22.1. Financial Assets
gain or loss in the profit and loss. On derecognition of
Initial recognition and measurement the asset, cumulative gain or loss previously recognized
in OCI is reclassified from the equity to profit and loss.
All financial assets are recognized initially at fair value
plus, in the case of financial assets not recorded at fair Debt instrument at Fair value through profit or loss
value through profit or loss, transaction costs that are (FVTPL)
attributable to the acquisition or issue of the financial
asset. FVTPL is a residual category for debt instruments. Any
debt instrument, which does not meet the criteria for
Subsequent measurement categorization as at amortized cost or as FVTOCI, is
classified as at FVTPL.
Debt instruments at amortized cost
In addition, the Company may elect to classify a debt
A ‘debt instrument’ is measured at the amortized cost if
instrument, which otherwise meets amortized cost or
both the following conditions are met:
FVTOCI criteria, as at FVTPL. However, such election
(a) The asset is held within a business model whose is allowed only if doing so reduces or eliminates a
objective is to hold assets for collecting contractual measurement or recognition inconsistency (referred to
cash flows, and as ‘accounting mismatch’). Debt instruments included
within the FVTPL category are measured at fair value
(b) Contractual terms of the asset give rise on specified with all changes recognized in the profit and loss.
dates to cash flows that are solely payments
of principal and interest (SPPI) on the principal Equity investments
amount outstanding.
All equity investments in entities other than subsidiaries
After initial measurement, such financial assets are and joint venture companies are measured at fair value.
subsequently measured at amortized cost using the Equity instruments which are held for trading are classified
Effective Interest Rate (EIR) method. Amortized cost as at FVTPL. For all other equity instruments, the Company
is calculated by taking into account any discount or decides to classify the same either as at FVTOCI or FVTPL.
premium on acquisition and fees or costs that are an The Company makes such election on an instrument by
integral part of the EIR. The EIR amortization is included instrument basis. The classification is made on initial
in finance income in the profit or loss. The losses arising recognition and is irrevocable. The Company has decided
117

to classify its investments into equity shares of IRCON (e) Financial guarantee contracts which are not
International Limited through FVTOCI. measured as at FVTPL.
If the Company decides to classify an equity instrument For recognition of impairment loss on other financial
as at FVTOCI, then all fair value changes on the assets and risk exposure, the Company determines
instrument, excluding dividends, are recognized in the that whether there has been a significant increase in the
OCI. There is no recycling of the amounts from OCI to credit risk since initial recognition. If credit risk has not
statement of profit and loss, even on sale of investment. increased significantly, 12 month ECL is used to provide
However, the Company may transfer the cumulative for impairment loss. However, if credit risk has increased
gain or loss within equity. significantly, lifetime ECL is used. If, in a subsequent
period, credit quality of the instrument improves such that
Equity instruments included within the FVTPL category there is no longer a significant increase in credit risk since
are measured at fair value with all changes recognized initial recognition, then the entity reverts to recognizing
in the profit and loss. impairment loss allowance based on 12 month ECL.
De-recognition 2.22.2. Financial liabilities
A financial asset (or, where applicable, a part of a Initial recognition and measurement
financial asset or part of a Company of similar financial
assets) is primarily derecognized (i.e. removed from the Financial liabilities are classified, at initial recognition,
Company’s balance sheet) when: as financial liabilities at fair value through profit or loss,
borrowings, payables, or as derivatives designated
• The rights to receive cash flows from the asset have as hedging instruments in an effective hedge, as
expired, or appropriate. All financial liabilities are recognized
initially at fair value and, in the case of borrowings and
• The Company has transferred its rights to receive
payables, net of directly attributable transaction costs.
cash flows from the asset or has assumed an
The Company’s financial liabilities include trade and
obligation to pay the received cash flows in full
other payables, borrowings including bank overdrafts,
without material delay to a third party under a
financial guarantee contracts and derivative financial
‘pass-through’ arrangement; and either (a) the
instruments.
Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has Subsequent measurement
neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred The measurement of financial liabilities depends on
control of the asset. their classification, as described below:
Impairment of financial assets Financial liabilities at amortized cost
In accordance with Ind AS 109, the Company applies After initial measurement, such financial liabilities are
expected credit loss (ECL) model for measurement and subsequently measured at amortized cost using the
recognition of impairment loss on the following financial EIR method. Gains and losses are recognized in profit
assets and credit risk exposure: or loss when the liabilities are derecognized as well as
through the EIR amortization process Amortized cost
(a) Financial assets that are debt instruments, and
is calculated by taking into account any discount or
are measured at amortized cost e.g., loans, debt
premium on acquisition and fees or costs that are an
securities, deposits and bank balance.
integral part of the EIR. The EIR amortization is included
(b) Financial assets that are debt instruments and are in finance costs in the profit or loss. This category
measured as at FVTOCI. generally applies to borrowings, trade payables and
other contractual liabilities.
(c) Lease receivables under Ind AS 116.
(d) Loan commitments which are not measured as at
FVTPL.
118

Financial liabilities at fair value through profit or Derivative financial instruments
loss
Initial recognition and subsequent measurement
Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial The Company uses derivative financial instruments,
liabilities designated upon initial recognition as at fair such as forward currency contracts, cross currency
value through profit or loss. Financial liabilities are swaps and interest rate swaps to hedge its foreign
classified as held for trading if they are incurred for the currency risks and interest rate risks of foreign currency
purpose of repurchasing in the near term. This category loans. Such derivative financial instruments are
also includes derivative financial instruments entered initially recognized at fair value on the date on which a
into by the Company that are not designated as hedging derivative contract is entered into and are subsequently
instruments in hedge relationships as defined by Ind re-measured at fair value. Derivatives are carried as
AS 109. Separated embedded derivatives are also financial assets when the fair value is positive and as
classified as held for trading unless they are designated financial liabilities when the fair value is negative. Any
as effective hedging instruments. gains or losses arising from changes in the fair value
of derivatives are taken to statement of profit and
Gains or losses on liabilities held for trading are loss. Where the derivative is designated as a hedging
recognized in the statement of profit and loss. instrument, the accounting for subsequent changes in
fair value depends on the nature of item being hedged
Financial liabilities designated upon initial recognition at and the type of hedge relationship designated. Where
fair value through profit or loss are designated at the the difference is a pass through the lessee, the amount
initial date of recognition, and only if the criteria in Ind AS is received/ reimbursed to the lessee.
109 are satisfied. For liabilities designated as FVTPL, fair
value gains/losses attributable to changes in own credit 2.23 Standards issued but not yet effective:
risks are recognized in OCI. These gains/losses are not
subsequently transferred to profit and loss. However, The Ministry of Corporate Affairs has vide notification
the Company may transfer the cumulative gain or loss dated 23 March 2022 notified Companies (Indian
within equity. All other changes in fair value of such Accounting Standards) Amendment Rules, 2022 which
liability are recognized in the statement of profit and amends certain accounting standards, and are effective
loss. The Company has not designated any financial 1 April 2022. Below is a summary of such amendments:
liability as at fair value through profit and loss. 1. Ind AS 16 Property, Plant and Equipment
De-recognition Proceeds before intended use of property, plant,

and equipment.
A financial liability is derecognized when the obligation
under the liability is discharged or cancelled or expires. The amendment clarifies that an entity shall deduct
When an existing financial liability is replaced by another from the cost of an item of property, plant, and
from the same lender on substantially different terms, equipment any proceeds received from selling items
or the terms of an existing liability are substantially produced while the entity is preparing the asset for
modified, such an exchange or modification is treated its intended use (for example, the proceeds from
as the derecognition of the original liability and the selling samples produced when testing a machine
recognition of a new liability. The difference in the to see if it is functioning properly).
respective carrying amounts is recognized in the
statement of profit and loss.
119

2. Ind AS 37 Provisions, Contingent Liabilities and paid or received by either the entity or the lender on
Contingent Assets the other’s behalf.
Onerous Contracts – Cost of fulfilling a contract. 5. Ind AS 101 First time adoption
The amendment explains that the cost of fulfilling Subsidiary as a first-time adopter.
a contract comprises: the incremental costs of
fulfilling that contract and an allocation of other Simplifies the application of Ind AS 101 by a
costs that relate directly to fulfilling contracts. subsidiary that becomes a first-time adopter after its
parent in relation to the measurement of cumulative
3. Ind AS 103 Business combinations translation differences.
References to the conceptual framework. 6. Ind AS 41 Agriculture
The amendment adds a new exception in Ind AS
Taxation in fair value measurements.
103 for liabilities and contingent liabilities.
The amendment removes the requirement in Ind
4. Ind AS 109 Financial Instruments
AS 41 for entities to exclude cash flows for taxation
Fees included in the 10% test for de-recognition of when measuring fair value. This aligns the fair value
financial liabilities. measurement in Ind AS 41 with the requirements of
Ind AS 113, Fair Value Measurement.
The amendment clarifies which fees an entity
includes when it applies the ‘10%’ test in assessing These amendments have either no applicability to the
whether to derecognise a financial liability. An entity Company or if applicable, the impact is either immaterial
includes only fees paid or received between the or presently being ascertained.
entity (the borrower) and the lender, including fees
120

Note 3: Cash and Cash Equivalents
As at As at
Particulars
31 March 2022 31 March 2021
Balances with banks
- in current accounts
- For Statutory Dues 933.90 2,352.31
- For Time Deposits - -
- For Other than above 530.92 619.50
Deposits with Reserve Bank of India
- in public deposit account 0.10 0.10
Total 1,464.92 2,971.91
Note 4: Bank Balances Other Than Cash and Cash Equivalents
As at As at
Particulars
31 March 2022 31 March 2021
Balances with banks
- in interest redemption accounts* 117.62 86.90
- in escrow pool account** 1,441.26 1,522.44
- in dividend payable account 9.96 7.99
Total 1,568.84 1,617.33
*The Company discharges its obligation towards payment of interest and redemption of bonds for which warrants are issued, by depositing the respective amounts in the
designated bank accounts.
**Related to allotment of Section 54EC bonds (Bonds from domestic capital market under note No. 15).
121

Note 5: Derivative Financial Instruments
The Company enters into derivative contracts for Currency & Interest Rate risk. Derivative transactions include forwards, interest rate
swaps, cross currency swaps, etc. to hedge the liabilities. These derivative transactions are done for hedging purpose and not for
trading or speculative purposes.
As at 31 March 2022 As at 31 March 2021
PART I Notional Fair value- Fair value- Notional Fair value- Fair value-
amounts assets liabilities amounts assets liabilities
(i) Currency Derivatives
Spot and forwards 44,122.23 - 933.31 - - -
Currency swaps 31,072.31 1,612.16 4,736.02 24,607.13 360.88 3,500.36
Subtotal (A) 75,194.54 1,612.16 5,669.33 24,607.13 360.88 3,500.36
(ii) Interest Rate Derivatives
Forward rate agreements and 13,934.06 411.09 - 13,520.63 399.26 100.92
interest rate swaps
Subtotal (B) 13,934.06 411.09 - 13,520.63 399.26 100.92
Total Derivative Financial 89,128.60 2,023.25 5,669.33 38,127.76 760.14 3,601.28
Instruments (A+B)
Included in above (Part 1) are derivatives held for hedging and risk management purposes as follows:

PART II Notional Fair value- Fair value- Notional Fair value- Fair value-
amounts assets liabilities amounts assets liabilities
(i) Fair Value Hedging
Currency derivatives 75,194.54 1,612.16 5,669.33 24,607.13 360.88 3,500.36
Interest rate derivatives - - - - - -
Subtotal (A) 75,194.54 1,612.16 5,669.33 24,607.13 360.88 3,500.36
(ii) Cash Flow Hedging
Currency derivatives - - - - - -
Interest rate derivatives 13,934.06 411.09 - 13,520.63 399.26 100.92
Subtotal (B) 13,934.06 411.09 - 13,520.63 399.26 100.92
Total Derivative Financial 89,128.60 2,023.25 5,669.33 38,127.76 760.14 3,601.28
Instruments (A+B)
Note : Refer note 38.5 & 38.6 for currency and interest rate risk management
Note 6 : Receivables
As at As at
Particulars
31 March 2022 31 March 2021
Lease Receivables*
Rolling Stock Assets 17,83,785.25 16,40,339.59
Project Assets 2,23,139.74 15,350.32
(Unsecured, considered good due from Ministry of Railways, Government of India)
Total 20,06,924.99 16,55,689.91
*No impairment loss has been recognised as the entire lease receivables are from Ministry of Railways, Government of India, a sovereign receivable as per Reserve Bank
of India letter no. DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21-December-2018. (Refer note- 18)
122
Note 7 : Loans

At Fair Value At Fair Value
Amortised Subtotal Designated Subtotal

Particular Designated Total Amortised Through Other Through at Fair Value Total
cost Through Other Through at Fair Value E= E=
(A+B) cost Comprehensive Profit Through (A+B)
(A) Comprehensive Profit or Through Profit (B+C+D) (B+C+D)
Income (B) Loss (C ) (A) Income (B) or Loss Profit or
or Loss (D)
(C ) Loss (D)
Loans
(A) Term Loans
-Loan to Rail Vikas Nigam 56,216.00 - - - - 56,216.00 51,518.86 - - - - 51,518.86
Limited
-Loan to Ircon International 12,306.14 - - - - 12,306.14 18,459.20 - - - - 18,459.20
Limited
Total (A) -Gross 68,522.14 - - - - 68,522.14 69,978.06 - - - - 69,978.06
Less: Impairment loss 274.09 - - - - 274.09 279.91 - - - - 279.91
allowance*
Total (A) - Net 68,248.05 - - - - 68,248.05 69,698.15 - - - - 69,698.15
(B) (i) Secured by tangible - - - - - - - - - - - -

assets
(ii) Secured by intangible - - - - - - - - - - - -
assets
(iii) Covered by Bank/ - - - - - - - - - - - -
Government Guarantees
(iv) Unsecured 68,522.14 - - - - 68,522.14 69,978.06 - - - - 69,978.06
Total (B)-Gross 68,522.14 - - - - 69,978.06 - - - -
68,522.14 69,978.06
Less: Impairment loss 274.09 - - - - 274.09 279.91 - 279.91
allowance*
Total (B)-Net 68,248.05 - - - - 68,248.05 69,698.15 - - - - 69,698.15
(C) (I) Loans in India
(i) Public Sector 68,522.14 - - - - 68,522.14 69,978.06 - - - - 69,978.06
(ii) Others (to be specified) - - - - - - - - - - - -
Total (C)-Gross 68,522.14 - - - - 68,522.14 69,978.06 - - - - 69,978.06
Less: Impairment loss 274.09 - - - - 274.09 279.91 - - - - 279.91
allowance*
Total(C) (I)-Net 68,248.05 - - - - 68,248.05 69,698.15 - - - - 69,698.15
(C) (II) Loans outside India - - - - - - - - - - - -
Less: Impairment loss - - - - - - - - - - - -
allowance*
Total (C)(II)- Net - - - - - - - - - - - -
Total C(I)and C(II) 68,248.05 - - - - 68,248.05 69,698.15 - - - - 69,698.15
*The Company has computed expected credit loss as per Ind AS 109, Financial Instruments in accordance with Reserve Bank of India direction RBI/2019-20/170 DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13th
March 2020 based on Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD) CC No. 092/03.10.001/2017-18 dated 31 May 2018 read with letter no. DNRB (PD) CO No. 1271/03.10.001/2018-19 dated 21 December
2018 which was earlier exempted vide notification DNBR.PD.008/03.10.119/2016-17 dated 1st September 2016 for all government NBFC company. (Refer note-18).
123
124
Note 8 : Investments

At Fair Value At Fair Value
Amortised Designated Subtotal Amortised Designated Subtotal

Particulars Total
cost Through Other Through at Fair Value E= Total (A+B) cost Through Other Through at Fair Value E=
Through Profit Through (A+B)
(A) Comprehensive Profit or (B+C+D) (A) Comprehensive (B+C+D)
Income (B) Loss (C ) Profit or Loss Income (B) or Loss Profit or
(D) (C ) Loss (D)
Debt Securities* 2.93 - - - - 2.93 12.14 - - - - 12.14
Equity Instruments# - 97.11 - - 97.11 97.11 - 107.73 - - 107.73 107.73
Total (A) 2.93 97.11 - - 97.11 100.04 12.14 107.73 - - 107.73 119.87
Investments Outside India - - - - - - - - - - - -
Investments in India 2.93 97.11 - - 97.11 100.04 12.14 107.73 - - 107.73 119.87
Total (B) 2.93 97.11 - - 97.11 100.04 12.14 107.73 - - 107.73 119.87
Less: Allowance for 0.01 - - - - 0.01 0.05 - - - - 0.05
Impairment '(C)
Total (A)-(C) 2.92 97.11 - - 97.11 100.03 12.09 107.73 - - 107.73 119.82
Details of Debt securities*
Numbers of Senior Pass through Certificates of NOVO X Trust Locos 5 15
Fair value of Senior Pass through Certificates of NOVO X Trust Locos 2.93 12.14
Details of Equity Instruments#
Numbers of Equity Shares of IRCON International Limited 24,40,000 12,20,000
Fair value of Equity Shares of IRCON International Limited 97.11 107.73
The Company holds nominal Equity (less than 0.26%) in IRCON International Limited. The Equity shares of IRCON International Limited were listed on National Stock
Exchange with effect from 28 September 2018. The Company had elected to classify its investment in IRCON International Limited as fair value through other comprehensive
income. The fair value as on 31 March 2022 and 31 March 2021 has been measured as per the quotation on National Stock Exchange (Level 1 Input).
As on 3rd April 2020, IRCON international Limited splits its one share into 5 share each by decreasing its face value to Rs. 2/- per share from Rs. 10/- per share.
As on 21st May 2021, IRCON international Limited issued bonus share in the ratio of 1:1.

Note 9 : Other Financial Assets
As at As at
Particulars
31 March 2022 31 March 2021
Amount recoverable from Ministry of Railways on account of exchange rate variation / 11,037.15 5,498.25
derivatives#
Amount recoverable from Ministry of Railways - Leased Assets - -
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF (Refer Note 15,09,946.57 13,07,795.17
No. 45)
Project Infrastructure Asset under Finance Lease Arrangements-EBR Special (Refer 5,40,173.59 5,07,088.39
Note No. 45)
Advance Funding Against National Project (Refer Note No. 45) 27,083.62 84,815.82
Interest accrued but not due on advance for railway project to be leased 1,45,867.60 79,282.72
Security deposits 54.57 53.29
House building advance (secured)* 2.34 2.65
Advance to employees** 6.00 3.32
Interest accrued but not due on advance to employees*** 1.30 1.04
Interest accrued but not due on loans 13,621.66 10,993.24
Interest accrued but not due on investment 5.10 18.22
Interest accrued but not due on 54 EC bond application money 28.80 24.26
Amount recoverable from others 5.39 48.21
Gross Total 22,47,833.69 19,95,624.58
Less: Impairment on interest accrued and due on loans & deposits/ investments **** 54.51 44.04
Net Total 22,47,779.18 19,95,580.54
*Includes Rs. 1.89 million for 31 March 2022 , Rs. 2.08 million for 31 March 2021 to Key Managerial Personnel.
**Includes Rs. 0.33 million for 31 March 2022, Rs. 0.53 million for 31 March 2021 to Key Managerial Personnel.
***Includes Rs. 0.33 million for 31 March 2022, 0.23 million for 31 March 2021 to Key Managerial Personnel.
****The Company has computed expected credit loss as per Ind AS 109, Financial Instruments in accordance with Reserve Bank of India direction RBI/2019-20/170
DOR(NBFC).CC.PD.No.109/22.10.106/2019-20 dated 13th March 2020 based on Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD) CC No. 092/03.10.001/2017-
18 dated 31 May 2018 read with letter no. DNRB (PD) CO No. 1271/03.10.001/2018-19 dated 21 December 2018 which was earlier exempted vide notification DNBR.
PD.008/03.10.119/2016-17 dated 1st September 2016 for all government NBFC company (Refer Note no. 42 (a) (i)).
#
Amount recoverable from Ministry of Railway on account of exchange rate variation / derivatives includes amount recoverable from Ministry of Railways on account of MTM
derivatives of the respective period. (Refer Note No. 44).
Note 10 : Current Tax Assets (net)
As at As at
Particulars
31 March 2022 31 March 2021
TDS & advance tax 6,497.70 15,821.44
Less: Provision for tax (Refer note no. 31) (124.62) (6,487.57)
Total 6,373.08 9,333.87
125

Note 11 : Property, Plant and Equipment
Furniture
Leasehold Office Plant and
Particulars Building Computer and Vehicles Total
Improvements Equipment equipment
fixtures
Gross block
Balance as on 1 April 2020 112.32 - 2.31 2.99 1.35 0.03 2.50 121.50
Additions - - 2.18 1.67 0.70 - - 4.55
Acquisitions through business - - - - - - - -
combinations
Amount of change due to - - - - - - - -
revaluation
Disposals - - (0.46) (0.37) (0.20) - - (1.03)
Adjustment - - - - - - - -
Balance as on 31 March 112.32 - 4.03 4.29 1.85 0.03 2.50 125.02
2021
Additions - 27.33 4.52 6.47 7.75 - 1.49 47.56
Acquisitions through business - - - - - - - -
combinations
Amount of change due to - - - - - - - -
revaluation
Disposals - - (0.05) - - - - (0.05)
Adjustment - - - - - - - -
Balance as on 31 March 112.32 27.33 8.50 10.76 9.60 0.03 3.99 172.53
2022
Accumulated depreciation
Depreciation expense 3.05 - 0.45 0.59 0.20 - 0.29 4.58
Elimination on disposals of - - (0.23) (0.19) (0.05) - - (0.47)
assets
Impairment losses or reversals - - - - - - - -
thereof
Balance as on 31 March 11.70 - 0.87 1.49 0.53 0.03 0.95 15.57
2021
Depreciation expense 3.05 10.18 1.13 2.48 0.83 - 0.45 18.12
Elimination on disposals of - - (0.02) - - - - (0.02)
assets
Impairment losses or reversals - - - - - - - -
thereof
Balance as on 31 March 14.75 10.18 1.98 3.97 1.36 0.03 1.40 33.67
2022
Carrying amount
Net Block 31 March 2021 100.62 - 3.16 2.80 1.32 - 1.55 109.45
Net Block 31 March 2022 97.57 17.15 6.52 6.79 8.24 - 2.59 138.86
126

Note 12 : Other Intangible Assets
Particulars Software
Gross block
Balance as on 1 April 2020 0.74
Additions 0.11
Acquisitions through business combinations -
Amount of change due to revaluation -
Disposals -
Adjustment -
Balance as on 31 March 2021 0.85
Additions 18.77
Acquisitions through business combinations -
Amount of change due to revaluation -
Disposals -
Adjustment
Accumulated Amortisation
Amortisation expense 0.13
Elimination on disposals of assets -
Impairment losses or reversals thereof -
Amortisation expense 2.67
Elimination on disposals of assets -
Impairment losses or reversals thereof -
Net Block 31 March 2021 0.41
Net Block 31 March 2022 16.51
Note 13 : Other Non-Financial Assets
As at As at
Particulars
31 March 2022 31 March 2021
Capital Advances
Advance to FA & CAO, Northern Railway 25.30 25.30
Advances other than capital advances
Advance to others 111.05 112.67
Others
Prepaid expenses 4.36 6.62
GST recoverable 14,664.47 14,664.47
GST Input- Project Assets* 1,50,123.59 53,770.59
Leave Encashment Funded Assets (Net) 0.06 0.34
Gratuity Funded Assets (Net) 11.45 10.00
Total 1,64,940.28 68,589.99
*Includes GST inputs on rolling stock and infrastructure assets.
127

Note 14 : Payables
As at As at
Particulars
31 March 2022 31 March 2021
(I) Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises - -
(ii) Total outstanding dues of creditors other than micro enterprises and small - -
enterprises
(II) Other payables
(i) Total outstanding dues of micro enterprises and small enterprises (Refer Note 10.02 3.78
No. 51)
(ii) Total outstanding dues of creditors other than micro enterprises and small 235.69 503.83
enterprises
Total 245.71 507.61
Note 15 : Debt Securities

Designated
At Fair At fair Designated
at Fair
At Value value at fair value
Particular Value At amortised
Amortised Through Total through through Total
Through cost
cost Profit or profit or profit or
Profit or
Loss loss loss
Loss
Others
Bonds from domestic capital 16,94,491.39 - - 16,94,491.39 15,53,752.18 - - 15,53,752.18
market
Bonds from overseas capital 2,47,258.14 - - 2,47,258.14 2,03,025.44 - - 2,03,025.44
market
Commercial Paper - - - - 28,970.27 - - 28,970.27
Total 19,41,749.53 - - 19,41,749.53 17,85,747.89 - - 17,85,747.89
Debt securities in India 16,94,491.39 - - 16,94,491.39 15,82,722.45 - - 15,82,722.45
Debt securities outside India 2,47,258.14 - - 2,47,258.14 2,03,025.44 - - 2,03,025.44
Total 19,41,749.53 - - 19,41,749.53 17,85,747.89 - - 17,85,747.89
The borrowings have been utilised for the specific purpose for which the same has been drawn.
The Ministry of Corporate Affairs has notified the Companies (Share Capital and Debentures) Amendments Rules, 2019 on 16th
August, 2019 which exempts NBFC listed companies registered with Reserve Bank of India u/s 45-IA of the RBI Act, 1934 from creation
of Debenture Redemption reserve.
128
Secured bonds from domestic capital market
The secured bonds issued in the domestic capital market are secured by first pari passu charge on the present/ future rolling stock assets/ lease receivables of the
Company. Maturity profile and rate of interest of the bonds issued in the domestic capital market and amount outstanding as on various dates is as set out below:
Interest Date of
Terms of 31 March 31 March
S.No Series Interest rate payment Maturity of
Repayment 2022 2021
frequency Bond
1 157th series 6.80% Sec Red Non Cum Taxable bonds 6.80% Annual Bullet Repayment 30-Apr-41 13,750.00 13,750.00
2 156th series 7.21% sec Red Non-Cum Taxable Bonds 7.21% Annual Bullet Repayment 25-Feb-41 19,545.00 19,545.00
3 154 series 6.85% Secured Non-Cum Taxable 6.85% Annual Bullet Repayment 01-Dec-40 46,520.00 46,520.00
4 153 series 6.85% Taxable Bonds 6.85% Annual Bullet Repayment 29-Oct-40 59,912.00 59,912.00
5 104th 'A' Series Tax Free Bonds Public Issue 7.50% Annual Bullet Repayment 21-Dec-35 3,696.34 3,696.34
6 104th Series Tax Free Bonds Public Issue 7.25% Annual Bullet Repayment 21-Dec-35 2,944.16 2,944.16
7 151th Series Taxable Non-Cum. Bonds 6.73% Annual Bullet Repayment 06-Jul-35 30,000.00 30,000.00
8 150 Series Taxable Non-Cum. Bonds 6.90% Annual Bullet Repayment 05-Jun-35 25,650.00 25,650.00
9 71st "E" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-35 2,200.00 2,200.00
10 70th "E" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-35 150.00 150.00
11 141th Taxable Non-Cum. Bonds 7.48% Annual Bullet Repayment 29-Aug-34 21,070.00 21,070.00
12 139th Taxable Non-Cum. Bonds 7.54% Annual Bullet Repayment 29-Jul-34 24,556.00 24,556.00
13 138th Taxable Non-Cum. Bonds 7.85% Annual Bullet Repayment 01-Jul-34 21,200.00 21,200.00
14 71st "D" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-34 2,200.00 2,200.00
15 70th "D" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-34 150.00 150.00
16 71st "C" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-33 2,200.00 2,200.00
17 70th "C" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-33 150.00 150.00
18 71st "B" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-32 2,200.00 2,200.00
19 70th "B" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-32 150.00 150.00
20 71st "A" Taxable Non-Cum. Bonds 8.83% Semi Annual Bullet Repayment 14-May-31 2,200.00 2,200.00
21 76th "B" Taxable Non-Cum. Bonds 9.47% Semi Annual Bullet Repayment 10-May-31 9,950.00 9,950.00
22 70th "A" Taxable Non-Cum. Bonds 8.72% Semi Annual Bullet Repayment 04-May-31 150.00 150.00
23 152nd Series Taxable Non-Cum. Bonds 6.41% Annual Bullet Repayment 11-Apr-31 20,000.00 20,000.00
24 108th 'A' Series Tax Free Bonds Public Issue 7.64% Annual Bullet Repayment 22-Mar-31 11,943.13 11,943.13
25 108th Series Tax Free Bonds Public Issue 7.35% Annual Bullet Repayment 22-Mar-31 10,163.76 10,163.76
26 103rd 'A' Series Tax Free Bonds Public Issue 7.53% Annual Bullet Repayment 21-Dec-30 10,742.17 10,742.17
27 103rd Series Tax Free Bonds Public Issue 7.28% Annual Bullet Repayment 21-Dec-30 20,573.10 20,573.10
28 70th "AA" Taxable Non-Cum. Bonds 8.79% Semi Annual Bullet Repayment 04-May-30 14,100.00 14,100.00
29 144th Series Taxable Bonds (ETF) 7.55% Annual Bullet Repayment 12-Apr-30 15,800.00 15,800.00
129
130
Interest Date of
Repayment 2022 2021
frequency Bond
30 146th Series Taxable Bonds 7.08% Annual Bullet Repayment 28-Feb-30 30,000.00 30,000.00
31 67th "B" Taxable Non-Cum. Bonds 8.80% Semi Annual Bullet Repayment 03-Feb-30 3,850.00 3,850.00
32 143rd Taxable Non-Cum. Bonds 7.55% Annual Bullet Repayment 06-Nov-29 24549.00 24,549.00
33 142th Taxable Non-Cum. Bonds 7.50% Annual Bullet Repayment 09-Sep-29 27,070.00 27,070.00
34 140th Taxable Non-Cum. Bonds 7.48% Annual Bullet Repayment 13-Aug-29 25,920.00 25,920.00
35 136th Series Taxable Bonds 7.95% Annual Bullet Repayment 12-Jun-29 30,000.00 30,000.00
36 135 Series Taxable Bonds 8.23% Annual Bullet Repayment 29-Mar-29 25,000.00 25,000.00
38 96th A Series Tax Free Bonds Public Issue 8.63%/8.88% Annual Bullet Repayment 26-Mar-29 4,364.14 4,364.14
41 131St Series Taxable Bonds 8.55% Annual Bullet Repayment 21-Feb-29 22,365.00 22,365.00
42 92nd Series Tax Free Bonds Public Issue 8.40% Annual Bullet Repayment 18-Feb-29 10,901.87 10,901.87
43 92nd A Series Tax Free Bonds Public Issue 8.40%/8.65% Annual Bullet Repayment 18-Feb-29 6,883.59 6,883.59
44 94th A Series Tax Free Non-Cum Bonds 8.55% Annual Bullet Repayment 12-Feb-29 130.00 130.00
45 93rd A Series Tax Free Non-Cum Bonds 8.55% Annual Bullet Repayment 10-Feb-29 16,500.00 16,500.00
46 130Th Series Taxable Bonds 8.40% Annual Bullet Repayment 08-Jan-29 28,454.00 28,454.00
47 129th Series Taxable Bonds 8.45% Annual Bullet Repayment 04-Dec-28 30,000.00 30,000.00
48 90th A Series Tax Free Non-Cum Bonds 8.48% Annual Bullet Repayment 27-Nov-28 550.00 550.00
49 89th A Series Tax Free Non-Cum Bonds 8.48% Annual Bullet Repayment 21-Nov-28 7,380.00 7,380.00
50 87th 'A' Series (Non-Retail), Tax Free Bonds Public 7.04% Annual Bullet Repayment 23-Mar-28 2,237.71 2,227.99
Issue
51 87th 'A' Series (Retail), Tax Free Bonds Public Issue 7.54% Annual Bullet Repayment 23-Mar-28 401.13 410.85
52 86th 'A' Series (Non-Retail), Tax Free Bonds Public 7.34% Annual Bullet Repayment 19-Feb-28 23,301.34 23,239.89
Issue
53 86th 'A' Series (Retail), Tax Free Bonds Public Issue 7.84% Annual Bullet Repayment 19-Feb-28 2,287.77 2,349.21
54 83rd 'A' Tax Free Non-Cum. Bonds 7.39% Annual Bullet Repayment 06-Dec-27 950.00 950.00
55 82nd 'A' Tax Free Non-Cum. Bonds 7.38% Annual Bullet Repayment 30-Nov-27 300.00 300.00
56 81st 'A' Tax Free Non-Cum. Bonds 7.38% Annual Bullet Repayment 26-Nov-27 667.00 667.00
57 124th Series Taxable Non-Cum Bonds 7.54% Annual Bullet Repayment 31-Oct-27 9,350.00 9,350.00
58 123rd Series Taxable Non-Cum Bonds 7.33% Annual Bullet Repayment 28-Aug-27 17,450.00 17,450.00
59 121st Taxable Non Cum - Bonds 7.27% Annual Bullet Repayment 15-Jun-27 20,500.00 20,500.00
60 54th "B" Taxable Non-Cum. Bonds 10.04% Semi Annual Bullet Repayment 07-Jun-27 3,200.00 3,200.00
61 120th Taxable Non Cum - Bonds 7.49% Annual Bullet Repayment 30-May-27 22,000.00 22,000.00
Interest Date of
Repayment 2022 2021
frequency Bond
62 118th Taxable Non Cum - Bonds 7.83% Annual Bullet Repayment 21-Mar-27 29,500.00 29,500.00
63 80th 'A' Series (Non-Retail), Tax Free Bonds Public 8.10% Annual Bullet Repayment 23-Feb-27 27,971.49 27,889.45
Issue
64 80th 'A' Series (Retail), Tax Free Bonds Public Issue 8.30% Annual Bullet Repayment 23-Feb-27 2,985.03 3,067.07
65 53rd "C" Taxable Non-Cum. Bonds 8.75% Semi Annual Bullet Repayment 29-Nov-26 4,100.00 4,100.00
66 79th "A" Tax Free Non-Cum. Bonds 7.77% Annual Bullet Repayment 08-Nov-26 1,915.10 1,915.10
67 76th "A" Taxable Non-Cum. Bonds 9.33% Semi Annual Bullet Repayment 10-May-26 2,550.00 2,550.00
68 75th Taxable Non-Cum. Bonds 9.09% Semi Annual Bullet Repayment 31-Mar-26 1,500.00 1,500.00
70 107th 'A' Series Tax Free Bonds Public Issue 7.29% Annual Bullet Repayment 22-Mar-26 1,907.14 1,907.14
71 107th Series Tax Free Bonds Public Issue 7.04% Annual Bullet Repayment 22-Mar-26 485.97 485.97
72 106th Series Tax Free Bonds 7.04% Annual Bullet Repayment 03-Mar-26 10,500.00 10,500.00
73 102nd 'A' Series Tax Free Bonds Public Issue 7.32% Annual Bullet Repayment 21-Dec-25 3,689.49 3,689.49
74 102nd Series Tax Free Bonds Public Issue 7.07% Annual Bullet Repayment 21-Dec-25 3,674.74 3,674.74
75 100th Series Tax Free Non-Cum Bonds 7.15% Annual Bullet Repayment 21-Aug-25 3,290.00 3,290.00
76 99th Series Tax Free Non-Cum Bonds 7.19% Annual Bullet Repayment 31-Jul-25 11,390.00 11,390.00
77 147th Series Taxable Bonds 6.99% Annual Bullet Repayment 19-Mar-25 8,470.00 8,470.00
79 67th "A" Taxable Non-Cum. Bonds 8.65% Semi Annual Bullet Repayment 03-Feb-25 2,000.00 2,000.00
80 65th "O" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-24 600.00 600.00
82 95th A Series Tax Free Bonds Public Issue 8.44% Annual Bullet Repayment 26-Mar-24 1,297.38 1,297.38
83 132 Series Taxable Bonds 8.25% Annual Bullet Repayment 28-Feb-24 25,000.00 25,000.00
84 91st Series Tax Free Bonds Public Issue 8.23% Annual Bullet Repayment 18-Feb-24 17,783.21 17,783.21
85 91st A Series Tax Free Bonds Public Issue 8.48% Annual Bullet Repayment 18-Feb-24 5,262.55 5,262.55
86 63rd "B" Taxable Non-Cum. Bonds 8.65% Semi Annual Bullet Repayment 15-Jan-24 3,150.00 3,150.00
87 62nd "B" Taxable Non-Cum. Bonds 8.50% Semi Annual Bullet Repayment 26-Dec-23 2,850.00 2,850.00
88 90th Series Tax Free Non-Cum Bonds 8.35% Annual Bullet Repayment 27-Nov-23 570.00 570.00
89 89th Series Tax Free Non-Cum Bonds 8.35% Annual Bullet Repayment 21-Nov-23 4,870.00 4,870.00
90 61st "A" Taxable Non-Cum. Bonds 10.70% Semi Annual Bullet Repayment 11-Sep-23 6,150.00 6,150.00
91 155th series 5.04% Secured Bonds 5.04% Annual Bullet Repayment 05-May-23 30,000.00 30,000.00
92 149 Series Taxable Non-Cum. Bonds 6.19% Annual Bullet Repayment 28-Apr-23 31,900.00 31,900.00
93 65th "N" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-23 600.00 600.00
94 145th Series Taxable Bonds 6.59% Annual Bullet Repayment 14-Apr-23 30,000.00 30,000.00
131
132
Interest Date of
Repayment 2022 2021
frequency Bond
95 88th Taxable Non-Cum. Bonds 8.83% Annual Bullet Repayment 25-Mar-23 11,000.00 11,000.00
96 87th Series (Non-Retail), Tax Free Bonds Public Issue 6.88% Annual Bullet Repayment 23-Mar-23 1,382.42 1,377.09
97 87th Series (Retail), Tax Free Bonds Public Issue 7.38% Annual Bullet Repayment 23-Mar-23 269.29 274.61
98 86th Series (Non-Retail), Tax Free Bonds Public Issue 7.18% Annual Bullet Repayment 19-Feb-23 26,717.90 26,686.78
99 86th Series (Retail), Tax Free Bonds Public Issue 7.68% Annual Bullet Repayment 19-Feb-23 1,426.90 1,458.03
100 85th Tax Free Non-Cum. Bonds 7.19% Annual Bullet Repayment 14-Dec-22 950.00 950.00
101 84th Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 07-Dec-22 4,999.00 4,999.00
102 83rd Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 06-Dec-22 300.00 300.00
103 82nd Tax Free Non-Cum. Bonds 7.22% Annual Bullet Repayment 30-Nov-22 410.00 410.00
104 81st Tax Free Non-Cum. Bonds 7.21% Annual Bullet Repayment 26-Nov-22 2,560.00 2,560.00
105 58th "A" Taxable Non-Cum. Bonds 9.20% Semi Annual Bullet Repayment 29-Oct-22 5,000.00 5,000.00
106 57th Taxable Non-Cum. Bonds 9.66% Semi Annual Redeemable on 28-Sep-22 2,000.00 4,000.00
28.09.2022, being
the due date for the
last instalment
107 54th "A" Taxable Non-Cum. Bonds 9.95% Semi Annual Bullet Repayment 07-Jun-22 1,500.00 1,500.00
108 55th "O" Taxable Non-Cum. Bonds 9.86% Semi Annual Bullet Repayment 07-Jun-22 330.00 330.00
109 65th "M" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-22 600.00 600.00
110 80th Series (Non-Retail) Tax Free Bonds Public Issue 8.00% Annual Bullet Repayment 23-Feb-22 - 28,424.69
111 80th Series (Retail) Tax Free Bonds Public Issue 8.15% Annual Bullet Repayment 23-Feb-22 - 3,307.69
112 53rd "B" Taxable Non-Cum. Bonds 8.68% Semi Annual Bullet Repayment 29-Nov-21 - 2,250.00
113 114th Taxable Non Cum - Bonds 6.70% Annual Bullet Repayment 24-Nov-21 - 20,000.00
114 113th Taxable Non Cum - Bonds 7.24% Annual Bullet Repayment 08-Nov-21 - 6,500.00
115 79th Tax Free Non-Cum. Bonds 7.55% Annual Bullet Repayment 08-Nov-21 - 5,396.00
116 78th Taxable Non-Cum. Bonds 9.41% Semi Annual Bullet Repayment 28-Jul-21 - 15,000.00
117 55th "N" Taxable Non-Cum. Bonds 9.86% Semi Annual Bullet Repayment 07-Jun-21 - 330.00
118 77th Taxable Non-Cum. Bonds 9.57% Semi Annual Bullet Repayment 31-May-21 - 12,450.00
119 52nd "B" Taxable Non-Cum. Bonds 8.64% Semi Annual Bullet Repayment 17-May-21 - 7,000.00
120 76th Taxable Non-Cum. Bonds 9.27% Semi Annual Bullet Repayment 10-May-21 - 3,900.00
121 65th "L" Taxable Non-Cum. Bonds 8.20% Semi Annual Bullet Repayment 27-Apr-21 - 600.00
Total 12,14,386.47 13,21,544.84
54 EC Bonds Secured in markets
The 54 EC bonds issued in the domestic capital market are secured by first pari passu charge on the present/ future rolling stock assets/ lease receivables of the Company.
Maturity Profile and Rate of Interest of the 54EC secured bonds issued in the domestic capital market and amount outstanding as on various dates is as set out below:-
Interest Date of
S.No Description Interest rate payment Maturity of
Repayment 2022 2021
frequency Bond
1 54 EC, Mar 2022 Bond Series 5.00% Annual Bullet Repayment 31-Mar-27 2,088.60 -
2 54 EC, Feb 2022 Bond Series 5.00% Annual Bullet Repayment 28-Feb-27 943.20 -
3 54 EC, Jan 2022 Bond Series 5.00% Annual Bullet Repayment 31-Jan-27 926.35 -
4 54 EC, Dec 2021 Bond Series 5.00% Annual Bullet Repayment 31-Dec-26 1,122.29 -
5 54 EC, Nov 2021 Bond Series 5.00% Annual Bullet Repayment 30-Nov-26 645.61 -
6 54 EC, Oct 2021 Bond Series 5.00% Annual Bullet Repayment 31-Oct-26 832.21 -
7 54 EC, Sep 2021 Bond Series 5.00% Annual Bullet Repayment 30-Sep-26 1,203.22 -
8 54 EC, Aug 2021 Bond Series 5.00% Annual Bullet Repayment 31-Aug-26 887.12 -
9 54 EC, July 2021 Bond Series 5.00% Annual Bullet Repayment 31-Jul-26 1,050.55 -
10 54 EC, Jun 2021 Bond Series 5.00% Annual Bullet Repayment 30-Jun-26 838.14 -
11 54 EC, May 2021 Bond Series 5.00% Annual Bullet Repayment 31-May-26 507.06 -
12 54 EC, Apr 2021 Bond Series 5.00% Annual Bullet Repayment 30-Apr-26 565.74 -
13 54 EC, Mar 2021 Bond Series 5.00% Annual Bullet Repayment 31-Mar-26 2,098.79 2,098.79
14 54 EC, Feb 2021 Bond Series 5.00% Annual Bullet Repayment 28-Feb-26 822.50 822.50
15 54 EC, Jan 2021 Bond Series 5.00% Annual Bullet Repayment 31-Jan-26 629.66 629.66
16 54 EC, Dec 2020 Bond Series 5.00% Annual Bullet Repayment 31-Dec-25 685.27 685.27
17 54 EC, Nov 2020 Bond Series 5.00% Annual Bullet Repayment 30-Nov-25 412.82 412.82
18 54 EC, Oct 2020 Bond Series 5.00% Annual Bullet Repayment 31-Oct-25 458.81 458.81
19 54 EC, Sep 2020 Bond Series 5.00% Annual Bullet Repayment 30-Sep-25 529.70 529.70
20 54 EC, Aug 2020 Bond Series 5.00% Annual Bullet Repayment 31-Aug-25 343.87 343.87
21 54 EC, July 2020 Bond Series 5.75% Annual Bullet Repayment 31-Jul-25 774.33 774.33
22 54 EC, Jun 2020 Bond Series 5.75% Annual Bullet Repayment 30-Jun-25 1,160.16 1,160.16
23 54 EC, May 2020 Bond Series 5.75% Annual Bullet Repayment 31-May-25 378.92 378.92
24 54 EC, Apr 2020 Bond Series 5.75% Annual Bullet Repayment 30-Apr-25 131.17 131.17
25 54 EC, Mar 2020 Bond Series 5.75% Annual Bullet Repayment 31-Mar-25 1,429.69 1,429.69
26 54 EC, Feb 2020 Bond Series 5.75% Annual Bullet Repayment 28-Feb-25 881.04 881.04
27 54 EC, Jan 2020 Bond Series 5.75% Annual Bullet Repayment 31-Jan-25 823.75 823.75
133
134
Interest Date of
S.No Description Interest rate payment Maturity of
Repayment 2022 2021
frequency Bond
34 54 EC, June 2019 Bond Series 5.75% Annual Bullet Repayment 30-Jun-24 596.14 596.14
37 54EC Bond Mar 2019 Series 5.75% Annual Bullet Repayment 31-Mar-24 692.68 692.68
38 54EC Bond Feb 2019 Series 5.75% Annual Bullet Repayment 29-Feb-24 145.31 145.31
39 54EC Bond Jan 2019 Series 5.75% Annual Bullet Repayment 31-Jan-24 133.35 133.35
46 54 EC, June 2018 Bond Series 5.75% Annual Bullet Repayment 30-Jun-23 127.56 127.56
Total 30,385.57 18,775.48
Unsecured bonds from domestic capital market
The Unsecured bonds issued in the domestic capital market and outstanding as on various dates is as set out below:-
Interest Date of
Interest 31 March 31 March
S.No Series payment Terms of Repayment Maturity of
rate* 2022 2021
frequency Bond
1 148th Series Taxable Bonds* 6.58% p.a. Semi Annual "Redeemable in forty equal half yearly 31-Mar-50 25,000.00 25,000.00
instalments commencing from
15 October 2030"
2 137th Series Taxable Bonds* 7.30% p.a. Semi Annual "Redeemable in forty equal half yearly 18-Jun-49 18,000.00 18,000.00
15 April 2030"
3 125th Series Taxable Bonds* 7.41% p.a. Semi Annual "Redeemable in forty equal half yearly 22-Dec-47 21,000.00 21,000.00
15 April 2028"
4 122nd Series Taxable Bonds* 6.77% p.a. Semi Annual "Redeemable in forty equal half yearly 27-Jun-47 41,000.00 41,000.00

15 April 2028"
5 110th Series Taxable Bonds* 7.80% p.a. Semi Annual "Redeemable in forty equal half yearly 22-Jun-46 43,364.00 30,000.00
15 April 2027"
6 109th Series Taxable Bonds* 8.02% p.a. Semi Annual "Redeemable in forty equal half yearly 30-Mar-46 74,335.00 50,000.00
15 October 2026"
7 101st Series Taxable Bonds* 7.87% p.a. Semi Annual "Redeemable in forty equal half yearly 27-Oct-45 29,347.00 29,347.00
15 April 2026"
8 158th Series Taxable Bonds 6.99% p.a. Annual Bullet Repayment 04-Jun-2041 19,940.00 -
9 162nd Series Taxable Bonds 6.95% P.a Annual Bullet Repayment 24-Nov-2036 50,000.00 -
10 160th Series Taxable Bonds 7.03% P.a Annual Bullet Repayment 30-Jul-2036 46,930.00 -
11 163rd Series Taxable Bonds 6.87% P.a Annual Bullet Repayment 14-Apr-2032 11,800.00 -
12 161st Series Taxable Bonds 6.92% P.a Annual Bullet Repayment 31-Aug-2031 40,000.00 -
13 159th Series Taxable Bonds 6.89% P.a Annual Bullet Repayment 19-Jul-2031 29,809.00 -
Total 4,50,525.00 2,14,347.00
*Fixed Interest rate for 10 years. The interest rate would be reset at the end of each subsequent 10th year to the then prevailing benchmark 10 Year G-Sec Yield.
135

Reconciliation
Particulars 31 March 2022 31 March 2021

Secured Bonds from Domestic Capital Market 12,14,386.47 13,21,544.84
54EC Bonds Secured in Market 30,385.57 18,775.48
Unsecured Bonds from Domestic Capital Market 4,50,525.00 2,14,347.00
Bonds in Domestic Market as per IGAAP 16,95,297.04 15,54,667.32
Less: Unamortised transaction cost (805.65) (915.14)
Bonds in Domestic Market as per Ind AS 16,94,491.39 15,53,752.18
136
Unsecured bonds from overseas capital market
The Unsecured bonds issued from overseas capital market and outstanding as on various dates is as set out below:-
Interest Date of
31 March 31 March
S.No Series Interest rate payment Terms of Repayment Maturity of
2022 2021
frequency Bond
1 REG-S/144A BONDS USD 3.95% P.a Semi Annual Bullet Repayment 13-Feb-50 22,851.00 22,173.00
300M 3.95% GMTM-2050
2 REG-S/144A GREEN BONDS 3.57% p.a. Semi Annual Bullet Repayment 21-Jan-32 38,085.00 -
USD 500M
3 REG-S/144A BONDS USD 750 2.80% p.a Semi Annual Bullet Repayment 10-Feb-31 57,127.50 55,432.50
MILLION UNDER GMTN
4 REG-S/144A BONDS USD 3.249% P.a Semi Annual Bullet Repayment 13-Feb-30 53,319.00 51,737.00
700M 3.249% GMTM-2030
5 Reg-S Bonds Green Bond 1st 3.835% p.a Semi Annual Bullet Repayment 13-Dec-27 38,085.00 36,955.00
Series (USD 500 Million)
6 Reg S Bonds USD 500M-EMTN 3.73% p.a Semi Annual Bullet Repayment 29-Mar-24 38,085.00 36,955.00
Total Overseas bonds as per IGAAP 2,47,552.50 2,03,252.50
Less: Unamortised transaction cost (248.63) (227.06)
Less: Fair value hedge adjustment- recoverable from Ministry of Railways (45.73) -
Total Overseas bonds as per IND AS 2,47,258.14 2,03,025.44
Commercial Paper (Unsecured)

Details of Commercial Paper outstanding as on various dates is as set out below:
Discount Date of Maturity

S.No Particulars 31 March 2022 31 March 2021
Rate of Bond
1 Commercial Paper Series XX 3.43% P.a 25 - April - 2021 - 29,000.00
Less: Unexpired discount - (29.73)
Total - 28,970.27
Total Indian Bonds 16,94,491.39 15,53,752.18
Total Overseas Bonds 2,47,258.14 2,03,025.44
Commercial Paper - 28,970.27
Total Debt Borrowings 19,41,749.53 17,85,747.89
137

Note 16: Borrowings (Other than Debt Securities)
At fair Designated At fair Designated

At value at fair value At value at fair value
Particular
amortised through through Total amortised through through Total
cost profit or profit or cost profit or profit or
loss loss loss loss
Term Loans
Secured Loans
(i) From Banks (Indian) 12,81,444.40 - - 12,81,444.40 8,88,268.00 - - 8,88,268.00
(ii) From Bank (Foreign) 16,645.27 - - 16,645.27 16,350.64 - - 16,350.64
(iii) From Other* 1,85,000.00 - - 1,85,000.00 1,75,000.00 - - 1,75,000.00
Unsecured Loans
(i) From Banks (Indian) 59,067.38 - - 59,067.38 47,200.04 - - 47,200.04
(ii) From Banks (Foreign) 4,00,259.60 - - 4,00,259.60 3,18,540.22 - - 3,18,540.22
Total (A) 19,42,416.65 - - 19,42,416.65 14,45,358.90 - - 14,45,358.90
Borrowings in India 15,25,511.78 - - 15,25,511.78 11,10,468.04 - - 11,10,468.04
Borrowings outside India 4,16,904.87 - - 4,16,904.87 3,34,890.86 - - 3,34,890.86
Total (B) to tally with (A) 19,42,416.65 - - 19,42,416.65 14,45,358.90 - - 14,45,358.90
* These loans are from National Small Saving Fund and India Infrastructure Finance Company Limited.
The borrowings have been utilised for the specific purpose for which the same has been drawn.
138
Secured Rupee Term Loan
Rupee Term Loans availed from banks are secured by first paripassu charge on the present/future rolling stock assets/ lease receivables of the Company. Terms of
repayment of secured term loans and amount outstanding as on various dates is as set out below :-
Date of
31 March 31 March
S.No Description Interest Type Terms of Repayment Maturity of
2022 2021
Loan
1 Union bank of India I Tranch (i), (ii) & 3M T-BILL + "Sanctioned Amount: Rs. 50,000 Million 23-Mar-37 49,999.19 -
(iii) Spread 1st Drawdown: Rs. 5,000 Million on 23 Dec 2021
2nd Drawdown: Rs. 10,000 Million on 22 Feb 2022
Last Drawdown: Rs. 35,000 Million on 23 March 2022
19 Equal Half Yearly instalments of Rs. 2500 Million
each commencing from 23 June 2027. 20th and last
instalment (Residual) of Rs. 2499.19 million"
2 PNB-VIII Repo Rate 9 Equal Annual instalments of Rs. 800 Million each 31-Mar-28 7,999.99 -
commencing from 31 March 2028. 10th and final
instalment (Residual) of Rs. 799.99 Millions
3 Bank of Baroda-V Overnight MCLR 18 Equal Half Yearly instalments of Rs. 1944.44 Million 15-Jan-28 35,000.00 -
each commencing from 15 January 2028
4 Canara Bank VII Repo Rate 9 equal annual instalments of Rs. 4,700 million 30-Dec-27 46,999.93 -
commencing from 30 December 2027. 10th and final
instalment (Residual) of Rs.4699.93 Millions
5 Canara Bank VI- Tranch (i), (ii) & (iii) Repo Rate + 9 Equal Annual instalments of Rs. 7000 million 08-Nov-27 69,999.89 -
Spread commencing from 8 November 2027.10th and final
6 Union bank of India II T-BILL + Spread "Sanctioned Amount: Rs. 35,000 Million 23-Sep-27 25,500.00
Initial Drawdown: Rs. 25,500 Million
20 Equal Half Yearly instalments of Rs. 1275 Million
each commencing from 23 September 2027 "
7 Bank of Baroda-IV Overnight MCLR 17 Half yearly equal instalments of Rs.6,667 million 12-Sep-27 1,20,000.00 1,20,000.00
commencing from 12th September 2027. 18th and
final instalment (Residual) of Rs.6661 Millions
8 HDFC TL-VII Repo Rate 20 Equal Half Yearly instalments of Rs. 1250 Million 22-Aug-27 25,000.00
each commencing from 22 August 2027
9 J & K BANK Repo Rate + 20 Equal Half Yearly instalments of Rs. 250 Million 18-Aug-27 5,000.00
Spread each commencing from 18 August 2027
139
140
Date of
31 March 31 March
2022 2021
Loan
10 UCO Bank I Tranch (i) & (ii) Repo Rate + 20 Equal Half Yearly instalments of Rs.1000 Million 30-Jun-27 20,000.00 -
Spread each commencing from 30 June 2027
11 PNB-VII 3Y G-Sec 9 Equal Yearly instalments of Rs.750 Million each 30-Jun-27 7,499.98 -
commencing from 30th June 2027. 10th and final
12 HDFC TL-VIII 3M T-Bill + 20 Equal Half Yearly instalments of Rs. 1250 Million 16-Apr-27 25,000.00
Spread each commencing from 16 April 2027
13 State Bank Of India VI Tranch (i) & (ii) 3M T-BILL + 19 Equal Half Yearly instalments of Rs. 3500 Million 15-Apr-27 69,999.88
Spread each commencing from 15 April 2027. 20th and final
14 Bank of India-(IV) Repo Rate + 19 Equal Half Yearly instalments of Rs. 550 Million 11-Apr-27 10,998.18 -
Spread each commencing from 11 April 2027. 20th and last
instalment (Residual) of Rs. 548.18 Million
15 Canara Bank** 1M MCLR "Sanctioned Amount: Rs. 50,000 Million with 10 31-Mar-27 - 20,000.00
Equal yearly instalments of Rs. 5,000 Million each
commencing 31 March 2027
Undrawn Amount: Rs. 30,000 Million"
16 DEUTSCHE BANK TL-1 3M T-Bill Bullet Repayment 28-Mar-27 20,000.00
17 Punjab National Bank-VI 3Y G-Sec + 9 Equal yearly instalments of Rs.3,000 Millions 31-Dec-26 29,999.39 30,000.00
Spread commencing from 31st December 2026. 10th and last
18 Punjab National Bank (V) 3Y G-Sec + 9 Equal Yearly instalments of Rs.2,500 Million each 30-Sep-26 24,999.92 25,000.00
Spread commencing from 30th September 2026. 10th and
last instalment (Residual) of Rs. 2499.92 Million
19 ICICI Bank TL-IV 3M T-BILL + 20 Equal Half Yearly instalments of Rs.1750 Million 15-Sep-26 35,000.00 35,000.00
Spread each commencing from 15th September 2026
20 Bank of India TL-I Repo Rate + 19 Half yearly equal instalments of Rs.1,500 million 27-Jul-26 29,995.02 30,000.00
Spread commencing from 27th July 2026. 20th and last
instalment (Residual) of Rs. 1,495.02 Million
21 Bank of India TL-II Repo Rate + 19 Half yearly equal instalments of Rs.1,150 million 27-Jul-26 22,996.19 23,000.00
Spread commencing from 27th July 2026. 20th and last
Date of
31 March 31 March
2022 2021
Loan
22 ICICI Bank TL-III 3M T-BILL + 20 Equal Half Yearly instalments of Rs.5000 Million 27-May-26 1,00,000.00 1,00,000.00
Spread each commencing from 27th May 2026
23 ICICI Bank TL-II 3M T-BILL + 20 Equal Half Yearly instalments of Rs.2500 Million 22-Apr-26 50,000.00 50,000.00
Spread each commencing from 22nd April 2026
24 HDFC Bank LTD (VI)-T II Repo Rate + 20 Half yearly equal instalments of Rs. 182.50 million 30-Mar-26 3,650.00 3,650.00
commencing from 30th March 2026
25 HDFC Bank LTD (VI)-T I Repo Rate + 20 Half yearly equal instalments of Rs. 817.50 million 11-Mar-26 16,350.00 16,350.00
commencing from 11th March 2026
26 Axis Bank Repo Rate + 19 Equal Half Yearly instalments of Rs.2,000 Million 28-Feb-26 39,999.79 40,000.00
each commencing from 28 February 2026 and last
27 ICICI Bank TL-I 3M T-BILL + 20 Equal Half Yearly instalments of Rs.2,500 Million 19-Feb-26 50,000.00 50,000.00
Spread each commencing from 19th February 2026

28 HDFC-V-II Repo Rate + 16 Equal Half Yearly instalments of Rs.1,125 Millions 30-Dec-24 18,000.00 18,000.00
commencing from 30th December 2024
29 HDFC-V-I Repo Rate + 16 Equal Half Yearly instalments of Rs.3,250 Millions 30-Dec-24 52,000.00 52,000.00
commencing from 30th December 2024
30 HDFC-IV Repo Rate + 16 Equal Half Yearly instalments of Rs. 3,125 Millions 26-Sep-24 50,000.00 50,000.00
commencing from 26th September 2024
31 Oriental bank of commerce 3Y G-Sec + "Total no. of Half Yearly Instalments : 14 17-Aug-23 14,990.54 15,000.00
Spread 13 Equal Half Yearly instalments of Rs. 1,071.40
Millions commencing from 17th August 2023
14th Half Yearly instalment (Residual) of Rs. 1,062.34
Millions"
32 Punjab National Bank(IV) 3Y G-Sec + 7 Equal yearly instalments of Rs. 1,000 Millions 30-Mar-23 7,999.85 9,000.00
Spread commencing from 30th March 2023. 8th and final
33 Punjab National Bank(III) 3Y G-Sec + 7 Equal yearly instalments of Rs. 3,000 Millions 17-Feb-23 23,999.64 27,000.00
Spread commencing from 17th February 2023. 8th and last
34 State bank of India (V) Tranch I & II* Linked to MCLR 15 Equal yearly instalments of Rs. 3,890 Millions 15-Oct-22 62,210.34 70,000.00
commencing from 15th October 2022. 15th and last
141
142
Date of
31 March 31 March
2022 2021
Loan
35 HDFC-I 3M T-BILL + 15 Equal Half Yearly instalments of Rs. 500 Million 30-Sep-22 7,500.00 8,500.00
Spread each commencing from 30 Sep 2022
36 State Bank of India (III)* Linked to MCLR "Sanctioned Amount: Rs. 90,000 Million with 20 Equal 03-Jul-22 50,756.68 59,768.00
Half Yearly instalments of Rs. 4,500 Million each
commencing 3 July 2019
Final Drawdown: Rs. 10,000 Million on 26.12.2019
Balance Instalments: 11 Equal Half Yearly instalments
Rs. 4500 Million commencing from 3rd July 2022.
13th Half Yearly instalment (Residual) of Rs.1,256.68
millions."
37 HDFC-III 3M T-BILL + 16 Equal Half Yearly instalments of Rs. 1,000 Million 24-Jun-22 16,000.00 18,000.00
Spread each commencing from 24 June 2022
38 HDFC-II 3M T-BILL + 16 Equal Half Yearly instalments of Rs. 1,000 Million 04-May-22 16,000.00 18,000.00
Spread each commencing from 4 May 2022
Total 12,61,444.40 8,88,268.00
* As per the supreme court order, the interest amount paid during the moratorium period has been adjusted against the principal.
** Prepaid on 11th November 2021
`Note-1 Date of Maturity indicates the date of payment of next instalment.
Secured Rupee Term Loan

Terms of repayment of the Secured Rupee Term Loans from banks and amount outstanding as on various dates is as set out below:-
Date of
S.No Description Interest rate Interest Type Terms of Repayment Maturity of 31 March 2022 31 March 2021
Loan
1 State Bank of India Tranch (i) 3.79% Fixed Rate Bullet Repayment 28-Apr-22 8,200.00 -
2 State Bank of India Tranch (ii) 3.99% Fixed Rate Bullet Repayment 28-Apr-22 11,800.00 -
Total Overseas bonds as per IND AS 20,000.00 -
Note-1 Date of Maturity indicates the date of payment of next instalment.

Secured foreign currency term loan
Foreign Currency Loan are secured by first paripassu charge on the present/ future rolling stock assets/ lease receivables of the Company. Terms of Repayment of the
foreign currency term loan and amount outstanding as on various dates is as set out below:-
Interest Date of
31 March 31 March
S.No Description Interest rate Payment Terms of Repayment Maturity of
2022 2021
Frequency Loan
1 SBI USD 2BN-II MAR'21-7 YRS 6M USD LIBOR+1.30% pa Semi Annual Bullet Repayment 24-Mar-28 16,757.40 16,260.20
2 Bank of India 6M USD LIBOR+1.25% Semi Annual Semi Annual 30-Apr-21 - 221.73
Total as per IGAAP 16,757.40 16,481.93
Unamortised transaction cost (112.13) (131.29)
Secured Foreign Currency Term Loan as per Ind AS 16,645.27 16,350.64
Secured rupee term loan from Others

Rupee term loan from National Small Saving fund is secured by the first pari passu charge on the present/ future rolling stock assets/ lease receivables of the Company.
Terms of repayment and the amount outstanding as on various dates is as set out below:-
Interest Date of
Interest rate 31 March
S.No Description payment Terms of Repayment Maturity of 31 March 2022
(p.a.) 2021
frequency Loan
1 IIFCL I 3M T-Bill Semi Annual 18 equal semi instalments commencing 31-Mar-36 10,000.00 -
5.82% p.a. from 30.09.2027 (555.56 Million)
2 National Small Saving Fund (NSSF)-II 8.11% Semi Annual Bullet Repayment 07-Feb-29 75,000.00 75,000.00
3 National Small Saving Fund (NSSF)-I 8.01% Semi Annual Bullet Repayment 28-Mar-28 1,00,000.00 1,00,000.00
Total 1,85,000.00 1,75,000.00

143
144
Unsecured Rupee Term Loan
Terms of repayment of the Unsecured Rupee Term Loans from banks and amount outstanding as on various dates is as set out below:-
Date of
31 March
S.No Description Interest rate Interest Type Terms of Repayment Maturity of 31 March 2022
2021
Loan
1 Karnataka Bank 3.98% Linked to 3 Month T Bill Bullet Repayment 26-Jun-22 7,500.00
2 Union Bank Tranch (i) 4.00% 3M T-Bill Bullet Repayment 26-Jun-22 8,699.03
3 IDBI Bank Tranch (ii) 4.00% Fixed Rate Bullet Repayment 05-May-22 3,000.00 -
4 HDFC Bank Tranch (ii) 4.00% Linked to 2M T-Bill Rate with Bullet Repayment 03-May-22 2,500.00 -
bi monthly reset. Benchmark
to be taken on T-1 basis
5 HDFC Bank Tranch (i) 4.00% Linked to 2M T-Bill Rate with Bullet Repayment 02-May-22 5,770.00 -
bi monthly reset. Benchmark
to be taken on T-1 basis
6 IndusInd Bank 4.00% Linked to 1M T-Bill Bullet Repayment 30-Apr-22 3,000.00 -
7 ICICI Bank Ltd Tranch (ii) 4.00% Linked to REPO Rate Bullet Repayment 29-Apr-22 1,200.00 -
8 ICICI Bank Ltd Tranch (i) 4.00% Linked to REPO Rate Bullet Repayment 28-Apr-22 5,900.00 -
9 IDBI Bank Tranch (i) 4.00% Fixed Rate Bullet Repayment 28-Apr-22 1,999.99 -
10 RBL Bank 3.99% Linked to 14 Days MIBOR Bullet Repayment 13-Apr-22 4,700.00
11 Union Bank Tranch (iv) 3.79% Linked to 3Month T Bill Bullet Repayment 13-Apr-22 1,369.84
12 Union Bank Tranch (iii) 3.79% Linked to 3Month T Bill Bullet Repayment 12-Apr-22 12,998.56
13 Union Bank Tranch (ii) 3.79% Linked to 3Month T Bill Bullet Repayment 08-Apr-22 429.96
14 Axis Bank 3.89% Fixed Rate Bullet Repayment 23-Jun-21 - 6,950.00
17 Union Bank of India 3.94% Fixed Rate Bullet Repayment 03-Jun-21 - 23,350.00
18 IndusInd Bank 3.90% Fixed Rate Bullet Repayment 29-Apr-21 - 850.00
19 HDFC Bank 4.00% Fixed Rate Bullet Repayment 27-Apr-21 - 0.04
Total 59,067.38 47,200.04

Unsecured foreign currency term loan
Terms of repayment of the unsecured foreign currency loan from banks and amount outstanding as on various dates is as set out below:
Interest Date of
31 March 31 March
S.No Description Interest rate (p.a.) payment Terms of Repayment Maturity of
2022 2021
frequency Loan
1 SYND GREEN FCL JPY EQ. USD 700M 6M TONA+0.93% pa Semi Annual Bullet Repayment 24-Mar-32 52,101.02 -
MAR'22
2 SYND FCL JPY-IV EQ USD 325M MAR'21 3M TONA+0.85% pa Semi Annual Bullet Repayment 31-Mar-31 22,185.57 23,775.06
3 USD 1BN-II FCL MAR'21-10 YRS PS 6M USD LIBOR+1.35% pa Semi Annual Bullet Repayment 10-Mar-31 76,170.00 73,910.00
4 Syndicated Foreign Currency Loan-JPY 3M TONA+ 0.935% pa Semi Annual Bullet Repayment 31-Mar-30 20,799.55 22,289.73
33,189 Mio SBI-SMBC (Equivalent to USD
300M)
5 Foreign Currency Loan-USD 300M-SBI 6M USD LIBOR + 1.30% Semi Annual Bullet Repayment 26-Mar-30 22,851.00 22,173.00
BAHRAIN pa
6 SYND GREEN FCL JPY EQ. USD 400M 6M TONA+0.81% pa Semi Annual Bullet Repayment 24-Mar-29 29,772.01 -
MAR'22
7 Syndicated Foreign Currency Loan-JPY 3M TONA+0.80% Semi Annual Bullet Repayment 28-Mar-28 16,439.12 17,616.91
26231.25 Mio (Equivalent to USD 250M)
8 SBI USD 2BN-II FCL MAR'21-7 YRS PS 6M USD LIBOR+1.30% pa Semi Annual Bullet Repayment 24-Mar-28 1,35,582.60 1,31,559.80
9 Syndicated Foreign Currency Loan-JPY 3M TONA+ 0.90% pa Semi Annual Bullet Repayment 04-Jun-26 20,590.86 22,066.09
32,856 (Equivalent to USD 300M)
10 Loan From AFLAC-2 (Equivalent to JPY 3 Bn) 2.90% Semi Annual Bullet Repayment 30-Mar-26 2,821.11 2,737.41
11 Loan From AFLAC-1 (Equivalent to JPY 12 2.85% Semi Annual Bullet Repayment 10-Mar-26 11,112.95 10,783.22
Bn)
Total as per IGAAP 4,10,425.79 3,26,911.22
Less: Unamortised transaction cost (6,154.75) (5,231.52)
Less: Fair value hedge adjustment- recoverable from Ministry of Railways (4,011.44) (3,139.48)
Unsecured Foreign Currency Term Loan as per Ind AS 4,00,259.60 3,18,540.22
Note: Prepayment option on unsecured loans wherever applicable do not attract any additional charges when applied subject to the prepayment being done at the end of
interest terms.
145

Note 17 : Other Financial Liabilities
As at As at
Particulars
31 March 2022 31 March 2021
Amount payable to Ministry of Railways-Leased Assets 31,350.88 30,754.58
Amount payable to Ministry of Railways -Project Assets 57,136.98 43,041.77
Amount payable to Ministry of Railways 88,487.86 73,796.35
Interest accrued but not due 1,05,636.33 1,22,137.27
Liability for matured and unclaimed bonds and interest accrued thereon 117.62 86.90
Liability for unclaimed dividend 9.96 7.99
Security Deposits 0.19
Earnest money deposit - 0.52
Total 1,94,251.96 1,96,029.03
Note 18 : Provisions
As at As at
Particulars
31 March 2022 31 March 2021
Provision for employee benefits 16.99 14.58
Provision for corporate social responsibility* 518.72 276.64
Total 535.71 291.22
Provision on asset as per Reserve Bank of India norms presented as a reduction being
impairment loss allowance from
- Note 7 - Loans 274.09 279.91
- Note 8 - Investments 0.01 0.05
- Note 9 - Other financial assets 54.51 44.04
Total 328.61 324.00
*refer note 49 for Movement in Provison for corporate social responsibility
Note 19 : Deferred Tax Liabilities (net)
As at As at
Particulars
31 March 2022 31 March 2021
Deferred tax liability (net) (Refer accounting policy Note no. 2.7) - -
Less: Adjusted in retained earnings due to change in accounting policy (Refer -
accounting policy note no. 2.7)
Total - -
Note 20 : Other Non-Financial Liabilities
As at As at
Particulars
31 March 2022 31 March 2021
Statutory dues 3,592.19 543.20
GST Payable under RCM* - 10,660.19
Tax deducted at source payable-Income Tax 763.56 1,337.09
Tax deducted at source payable-GST 380.68 1,259.12
Total 4,736.43 13,799.60
*On account of Project Infrastructure Asset under Finance Lease Arrangements-EBR Special
146

Note 21: Share Capital
As at As at
Particulars
31 March 2022 31 March 2021
Authorised Share Capital
No. of shares 25,00,00,00,000 25,00,00,00,000
Par value per share (Rs.) 10 10
Amount (in millions) 2,50,000 2,50,000
The authorised share capital of the company was enhanced from Rs. 150,000 millions comprising 15,000 millions share of Rs. 10 each
to Rs. 250,000 millions comprising 25,000 millions share of Rs. 10 each in the annual general meeting held on 30th September 2020.
As at As at
Particulars
31 March 2022 31 March 2021
Issued, Subscribed and Fully Paid-Up
No of Shares 13,06,85,06,000 11,88,04,60,000
Issued during the period - 1,18,80,46,000
Total no of shares 13,06,85,06,000 13,06,85,06,000
Par value per share (Rs.) 10 10
Amount (in millions) 1,30,685.06 1,30,685.06
(i) Reconciliation of the number of shares outstanding is set out below

Particulars Number of Amount (in Amount (in
Number of shares
shares millions) millions)
Shares outstanding at the beginning of the period 13,06,85,06,000 1,30,685.06 11,88,04,60,000 1,18,804.60
Shares issued during the period - - 1,18,80,46,000 11,880.46
Shares outstanding at the end of the period 13,06,85,06,000 1,30,685.06 13,06,85,06,000.00 1,30,685.06
(ii) The Company has only one class of equity shares having face value of Rs 10 each and the holder of the equity share is entitled to
one vote per share. The dividend proposed by Board of Directors is subject to approval of the shareholders in the ensuing Annual
General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will
be entitled to receive the remaining assets of the Company in proportion to the number of equity shares held.
(iii) Details of shares held by shareholders holding more than 5% of shares:

Particulars Number of Number of
% Holding % Holding
shares shares
The President of India and his nominees (through 11,28,64,37,000 86.36% 11,28,64,37,000 86.36%
Ministry of Railways)
147

(iv) Details of shares held by Promoters :

Name of the Promoter Number of % % Change Number of % % Change
shares Holding During the Year shares Holding During the Year
The President of India and his 11,28,64,37,000 86.36% 0.00% 11,28,64,37,000 86.36% -13.64%
nominees (through Ministry of
Railways)
(v) The company has not, for a period of 5 years immediately preceding the balance sheet date:
- issued equity share without payment being received in cash.
- issued equity share by way of bonus share.
- bought back any of its share.
(vi) The company has no equity share reserve for issue under options/contracts
(vii) The Company has completed its Initial Public Offering (IPO) of 1,78,20,69,000 equity shares of face value of Rs.10/- each at an
issue price of Rs.26/- per equity share aggregating to Rs. 46,333.79 millions, consisting of fresh issue 1,18,80,46,000 equity
shares aggregating to Rs. 30,889.20 millions and an offer for sale of 59,40,23,000 equity shares aggregating to Rs. 15,444.60
millions by the Government of India. The equity shares of the Company were listed on BSE Limited and National Stock Exchange
of India Limited on 29th January 2020.
The utilisation of IPO proceeds is summarised as below:
Upto the date of Board Meeting approving these

results
Particulars
Amount Raised Utilised Unutilised
Augmenting our equity capital base to meet our future capital 30,118.76 30,118.76 -
requirement arising out of growth in our business
General Corporate Purpose 500.00 464.02 35.98
Net Proceeds* 30,618.76 30,582.78 35.98
*Net of Issue expense of Rs. 270.44 millions (Utilised till the date of board meeting Rs. 270.44 millions).
Note 22 : Other Equity
As at As at
Particulars
31 March 2022 31 March 2021
Share issue expenses (377.87) (376.84)
Securities Premium Reserve-Equity 19,008.74 19,008.74
Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934 32,906.28 20,726.61
General reserve 1,74,032.28 1,74,032.28
Retained earnings 53,641.86 14,980.31
Equity instruments through other comprehensive income 67.05 77.66
Total 2,79,278.34 2,28,448.76
148

Note 22.1: Share Issue Expenses
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period (376.84) (169.80)
Changes in accounting policy/prior period Errors - -
Restated balance at the beginning of the period (376.84) (169.80)
Addition during the period* (1.03) (207.04)
Closing balance at the end of the period (377.87) (376.84)
*Share issue expenses includes stamp duty fees and listing fees for the amount of Rs. 123.84 millions (As at 31 March 2021: 123.84 Million) and 254.03 millions (As at 31
March 2021: 253.00 millions), respectively.
Note 22.2: Securities Premium Reserve-Equity
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period 19,008.74 -
Restated balance at the beginning of the period 19,008.74 -
Addition during the period - 19,008.74
Closing balance at the end of the period 19,008.74 19,008.74
Securities Premium Reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purpose
such as issuance of bonus shares, writing off the preliminary expenses in accordance with the provisions of section 52 the Companies
Act, 2013.
Note 22.3: Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period 20,726.61 11,894.35
Restated balance at the beginning of the period 20,726.61 11,894.35
Addition during the period 12,179.67 8,832.26
*Refer Note 42 (a) (ii)
Note 22.4: General Reserve
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period 1,74,032.28 1,74,032.28
Restated balance at the beginning of the period 1,74,032.28 1,74,032.28
Addition during the period - -
Closing balance at the end of the period 1,74,032.28 1,74,032.28
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General
reserve is created by a transfer from one component of other equity to another and is not an item of other comprehensive income.
149

Note 22.5: Retained Earnings
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period 14,980.31 5,000.00
Changes in accounting policy/prior period Errors - (6,626.82)
Restated balance at the beginning of the period 14,980.31 (1,626.82)
Profit for the year 60,903.97 44,161.32
Transfer to Reserve Fund u/s 45-IC of Reserve Bank of India Act, 1934 (12,179.67) (8,832.26)
Final Dividend - (5,000.00)
Interim Dividend (10,062.75) (13,721.93)
Dividend tax - -
Retained earnings represent the amount of accumulated earnings of the Company.
The Board of Directors of the Company have declared that the final Dividend of Rs. 8233.160 Million (31st March 2021: Rs. NIL Million)
in the board meeting held on 20th May 2022 subject to approval of shareholders in the forthcoming Annual General Meeting.
Note 22.6: Equity instruments Through Other Comprehensive Income
As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the period 77.66 62.91
Restated balance at the beginning of the period 77.66 62.91
Total comprehensive income for the period (10.61) 14.75
Closing balance at the end of the period 67.05 77.66
The change in fair value of equity instrument as at FVTOCI excluding dividends, are recognized in the OCI.
Note 23 : Interest Income
Year Ended Year Ended

Particulars
31 March 2022 31 March 2021
On financial assets measured at amortised cost :
- Interest on loans 6,392.05 5,956.70
- Interest income from deposits 144.88 163.22
- Interest income from investments 1.31 3.26
- Pre commencement lease - Interest Income 66,373.60 33,290.38
- Interest income on application money 34.88 23.03
Total 72,946.72 39,436.59
Note 24 : Lease Income

Particulars
31 March 2022 31 March 2021
Lease income
Rolling Stock 1,18,284.63 1,17,164.30
Project Assets 11,751.33 1,101.32
Total 1,30,035.96 1,18,265.62
150

Note 25 : Other Income

Particulars
31 March 2022 31 March 2021
Profit on sale of fixed assets - 0.01
Interest Income on security deposit given towards lease 1.18 0.37
Miscellaneous income 22.15 3.52
Total 23.33 3.90
Note 26: Finance Cost

Particulars
31 March 2022 31 March 2021
On financial liabilities measured at amortised cost :
Interest on debt securities 1,34,526.82 1,23,263.43
Interest on borrowings 85,640.07 52,112.37
Discount on commercial paper 324.49 505.55
Interest on delayed payments to Ministry of Railways 796.22 1,036.17
Interest to Income Tax Authorities - 5.33
Interest Expenses Accrued on Lease Liabilities 16.48 6.79
Other borrowing cost 168.26 145.62
Sub-Total 2,21,472.34 1,77,075.26
Less: Borrowing costs capitalized on Railway Infrastructure Assets 80,724.52 64,704.73
Total 1,40,747.82 1,12,370.53
Note 27: Impairment on Financial Instruments Measured at Amortised Cost

Particulars
31 March 2022 31 March 2021
Loans & Interest accrued thereon 4.61 27.15
Total 4.61 27.15
*The Company being a government owned NBFC, hitherto exempt, is subject to provisioning norms vide Reserve Bank of India circular no. RBI/2017-18/181_DNBR (PD)
CC. No. 092/03.10.001/2017-18 dated 31 May 2018. Income Recognition and Asset Classification (IRAC) norms to be complied by 31 March 2019. However RBI had vide
letter no DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21 December 2018 had exempted the Company from the aforesaid requirements to the extent of its direct
exposure on the sovereign. Therefore the company had not applied impairment requirements to its exposure with MOR. The computation of impairment is as under:

Particulars
31 March 2022 31 March 2021
Loan to IRCON International Limited 12,306.14 18,459.20
Loan to Rail Vikas Nigam Limited 56,216.00 51,518.86
Debt Securities 2.93 12.14
Interest accrued on above 13,626.76 11,011.46
Total 82,151.83 81,001.66
Provision @ 0.4% 328.61 324.00
Less: ECL already created 324.00 296.85
Change in impairment 4.61 27.15
The Company apart from the above is of the view that no further impairment is required as per expected credit loss model prescribed in
IND AS 109, Financial Instruments as Ircon International Limited and Rail Vikas Nigam Limited, both, are under the Ministry of Railways,
Government of India and the Company do not expect any concern in the repayment of aforesaid loans.
151

Note 28 : Employee Benefit Expense

Particulars
31 March 2022 31 March 2021
Salaries and wages 84.31 62.33
Contribution to provident and others funds 22.10 13.28
Staff welfare expenses 1.07 2.86
Total 107.48 78.47
Note 29: Depreciation, Amortisation and Impairment

Particulars
31 March 2022 31 March 2021
Depreciation on property, plant and equipment 18.12 4.58
Depreciation on ROU Assets 119.46 39.61
Amortisation of intangible assets 2.67 0.13
Total 140.25 44.32
Note 30 : Other Expenses

Particulars
31 March 2022 31 March 2021
Fee & subscription 2.14 2.49
Travelling 2.55 1.11
Rent 3.94 12.07
Printing & stationery 2.13 1.43
Director’s fees, allowances and expenses 3.73 1.60
Transport hire charges 6.45 5.05
Insurance 5.30 3.18
Manpower Services 28.34 19.95
Legal & professional charge 16.57 17.32
Loss on sale of fixed assets 0.03 0.25
Payment to auditors (refer note (i) below) 3.63 3.56
Property tax 0.28 0.28
Office maintenance charges 6.30 4.01
Office equipment maintenance 4.85 2.22
Advertisement & publicity 25.39 3.73
Sponsorship/Donation 1.63 -
Newspaper, books and periodicals 0.28 0.15
Electricity charges 2.11 2.37
Exchange rate variation 0.15 0.12
Miscellaneous expenses 41.88 11.50
Corporate social responsibility expenses (Refer note no. 49) 956.58 934.45
Total 1,114.26 1,026.84
(i) Payment to the Auditors Comprises net of GST input credit, where applicable)
(a) Annual Audit fees 1.33 1.53
(b) Tax audit fees 0.38 0.33
(c) Quarterly Review fees 0.87 0.79
(d) Internal Audit Fees 0.24 0.44
(e) Certification fees 0.66 0.47
(f) GST Audit Fees 0.15 -
Total 3.63 3.56
152

Note 31: Income Taxes

Particulars
31 March 2022 31 March 2021
Income Taxes Recognised in Profit and Loss
Current Tax
In respect of the current period - -
Adjustments for prior periods 3.19 -
3.19 -
Deferred Tax
In respect of the current period - -
3.19 -
Total Income Tax Expense Recognised in the Current Period 3.19 -
The Company has decided to exercise the option permitted under section 115BAA of the Income Tax Act, 1961. After exercising the
option of Section 115BAA, the taxable income under the provisions of Income Tax Act, 1961 comes to nil. Further after adoption of
Section 115BAA, the Company is outside the scope and applicability of MAT provisions under Section 115JB of Income Tax Act, 1961.
Hence, no provision for tax has been made in the financial statements.
The income tax expense for the year can be reconciled to the accounting profit as follows:

Particulars
31 March 2022 31 March 2021
Profit before tax 60,901.55 44,161.31
Tax rate 25.168% 25.168%
Tax thereon 15,327.70 11,114.52
Tax impact on account of unabsorbed depreciation as per computation under normal (15,327.70) (11,114.52)
provisions of the Income tax Act, 1961 under the head 'Profit and Gains of Business'
Minimum alternate tax on book profits as per section 115JB(1) of Income Tax Act, 1961 - -
(see note 1 below)
Proportionate minimum alternate tax on accretion to other equity on date of transition - -
to Ind-AS as per Section 115JB (2C) of the Income Tax Act, 1961 (see note 2 below)
Tax on items recognised in other comprehensive income - -
Tax on adjustment for earlier years on finalization of assessments by the assessing - -
authorities
Total tax expense - -
153

Note -1

Particulars
31 March 2022 31 March 2021
Profit for the period as per Ind AS As the Company As the Company
Less: Ind AS adjustments has opted for has opted for
Total (A) section 115BAA of section 115BAA of
Add:- the Income - tax the Income - tax
Expenses u/s 14A of Income Tax Act Act, 1961, the Act, 1961, the
Interest u/s 234 B & C MAT provisions of MAT provisions of
Provision for post retirement employee benefits section 115JB of section 115JB of
Standard asset provision the Income - tax the Income - tax
Total (B) Act, 1961 are no Act, 1961 are no
Total (A+B) longer applicable longer applicable
Less:- to the Company to the Company
Dividend income
Total (C )
Book Profit((A+B)-C)
Tax rate
Tax thereon
Note -2

Particulars
31 March 2022 31 March 2021
Other equity as per Ind AS on date of conversion i.e., 01 April 2018 - -
Adjustment on account of fair value change in the value of investments measured at - -
FVTOCI
Total - -
Other equity as per AS on date of conversion i.e., 01 April 2018 - -
Difference - -
Tax rate - -
Tax thereon - -
Proportionate amount of tax payable during the period ended - -
Income Tax Recognised in Other Comprehensive Income

Particulars
31 March 2022 31 March 2021
Remeasurement of defined benefit obligation - -
Total Income Tax Recognised in Other Comprehensive Income - -
154

Note 32: Earning Per Share

Particulars
31 March 2022 31 March 2021
Net Profit 60,898.36 44,161.31
Weighted average number of equity shares outstanding
Opening balance at the beginning of the period 13,06,85,06,000 11,88,04,60,000
Issued during the period - 20,18,05,074
Brought back during the period - -
Add: Number of potential equity shares on account of receipt of share application - -
money pending allotment
Weighted average number of equity shares [including diluted equity share] outstanding 13,06,85,06,000 12,08,22,65,074
at the end of the period
Earning per share- Basic [Face value of Rs. 10/- per share] 4.66 3.66
Earning per share- Diluted [Face value of Rs. 10/- per share] 4.66 3.66
Note 33: Leases
Receivables (Note No. 6) include lease receivables representing the present value of future Lease Rentals receivables on the finance
lease transactions entered into by the Company.
The lease agreement in respect of these assets is executed at the year-end based on the lease rentals and Implicit rate of return (IRR)
with reference to average cost of annual incremental borrowings plus margin decided at that time.
Reconciliation of the lease receivable amount on the gross value of leased assets worth Rs. 30,12,491.02 millions (31 March
2021 :Rs.25,23,718.69 millions) owned by the Company and leased to the Ministry of Railways (MoR) is as under:
As at As at
Particulars
31 March 2022 31 March 2021
Gross value of assets acquired & leased upto the end of previous financial year 25,23,718.69 22,38,107.84
Less: Capital recovery provided upto last Year (8,68,028.78) (7,52,309.84)
Capital recovery outstanding on leased assets as at the end of last year 16,55,689.91 14,85,798.00
Add: Gross value of assets acquired and leased during the period 4,88,772.33 2,85,610.85
21,44,462.24 17,71,408.85
Less: Capital recovery for the period (1,37,537.25) (1,15,718.94)
Net investment in Lease Receivables 20,06,924.99 16,55,689.91
The value of contractual maturity of leases as per Ind AS–116 is as under:-
As at As at
Particulars
31 March 2022 31 March 2021
Gross investment in lease 26,05,820.09 24,01,254.93
Unearned finance income 5,98,895.10 7,45,565.02
Present value of minimum lease payment (MLP) 20,06,924.99 16,55,689.91
155

Gross investment in lease and present value of minimum lease payments (MLP) for each of the periods are as under:
Gross investment in lease
As at As at
Particulars
31 March 2022 31 March 2021
Not later than one year 2,75,632.55 2,48,964.10
Later than one year and not later than two years 2,68,447.25 2,44,209.35
Later than two year and not later than three years 2,58,315.35 2,37,024.05
Later than three year and not later than four years 2,48,160.40 2,26,892.15
Later than four year and not later than five years 2,34,742.18 2,16,737.21
Later than five years 13,20,522.36 12,27,428.07
Total 26,05,820.09 24,01,254.93
Present value of MLP
As at As at
Particulars
31 March 2022 31 March 2021
Not later than one year 1,53,821.41 1,29,055.37
Later than one year and not later than two years 1,59,421.18 1,34,587.64
Later than two year and not later than three years 1,62,564.46 1,38,709.77
Later than three year and not later than four years 1,64,698.78 1,40,261.08
Later than four year and not later than five years 1,64,347.57 1,40,680.22
Later than five years 12,02,071.59 9,72,395.83
Total 20,06,924.99 16,55,689.91
Unearned Finance Income & Unguaranteed Residual Income
As at As at
Particulars
31 March 2022 31 March 2021
Unearned finance income 5,98,895.10 7,45,565.02
Unguaranteed residual income NIL NIL
The Company has leased rolling stock assets to the Ministry of Railways (MOR). Besides, the Company has funded Railway projects
during the year 2011-12, in respect of which the lease had commenced during the year 2015-16. A separate lease agreement for
each year of lease has been executed and as per the terms of the lease agreements, lease rentals are received half yearly in advance.
The leases are non-cancellable and shall remain in force until all amounts due under the lease agreements are received. Further, the
Company had funded railway projects under EBR-IF and National Projects in the financial years 2015-16 and 2018-19, respectively, in
respect of which the lease has commenced during financial year 2021-22.
156

Note 33.1
Company as a Lessee
The Company has lease contracts for office premises. The Company has recognised Right of Use Asset and Lease Liability for all the
leases. Refer to Note 2.14 significant accounting policy on leases.
The escalation clause includes escalations generally ranging from 7% to 10%. Lease term includes the renewal term wherever the
lessee has the option to renew the lease as it is reasonably certain for the lessee to exercise the option. However, the Company is not
reasonably certain to exercise the termination option after the expiry of the lock in period. There are no restrictions imposed by lease
arrangements.
Set out below are the carrying amounts of right of use assets recognised during and movement during the year
As at As at
Office Premises
31 March 2022 31 March 2021
Closing Net Carrying Balance 224.25 343.71
Movement during the period

Opening Net Carrying Value 343.71 -
Additions - 383.32
Deletions - -
Depreciation 119.46 39.61
Impairment/Adjustment - -
Set out below are the carrying amounts of lease liabilities and movement during the year.
As at As at
Particulars
31 March 2022 31 March 2021
Movement during the period

Opening Net Carrying Value 345.88 -
Additions - 379.33
Deletions - -
Accretion of Interest 16.48 6.79
Payments 128.84 40.24
Cash Flows
As at As at
Particulars
31 March 2022 31 March 2021
Total Cash Outflow of Lease 128.84 40.24
Amount Recognised in statement of Profit & Loss

As at As at
Particulars
31 March 2022 31 March 2021
Depreciation Expenses
Depreciation 119.46 39.61
Finance Cost
Interest Expenses on lease liabilities 16.48 6.79
157

Current and non-current lease liabilities
As at As at
Particulars
31 March 2022 31 March 2021
Current 122.05 112.35
Non Current 111.47 233.53
233.52 345.88
Maturity Profile of Company's future lease liabilities based on contractual undiscounted payments
As at As at
Particulars
31 March 2022 31 March 2021
Less than 12 Months 131.85 128.84
1 to 3 Years 98.68 227.45
3 to 5 years 7.11 10.19
> 5 years 12.50 12.50
250.14 378.98
Note 34: Contingent liabilities and Commitments

Contingent liabilities
a.
As at As at
Particulars
31 March 2022 31 March 2021
Claims against the Company not acknowledged as debt – Claims by bondholders in 4.22 4.22
the consumer / civil courts
b. Claims against the Company not acknowledge as debt – relating to service matter pending in Hon’ble Supreme Court - amount
not ascertainable.
c. The procurement/acquisition of assets leased out by the Company to the Indian Railways is done by Ministry of Railways (MOR),
Government of India. As per the lease agreements entered into between the Company and MOR, the Sales Tax/ VAT liability, if
any, on procurement/acquisition and leasing is recoverable from MOR. Since, there is no sales tax/ VAT demand and the amount
is unascertainable, no provision is considered necessary.
d. Director-General of GST Intelligence (DGGI), Chennai Zonal unit has served a show cause notice dated 16-4-2019 on the company
alleging contravention of the provision of sec 67,68 and 70 of the Finance Act, 1994 by the company and as to why service tax
of Rs26,537.65 million along with interest and penalty be not demanded from the company. The company has submitted reply
against the Show Cause notice stating that there is no contravention of the provision of any of the above-stated section of the
Finance Act, 1994. Against the reply given by the company, vide letter dt 21-10-20, Commissioner, CGST, Delhi East, seeking
comments given by the DGGI, Chennai Zonal unit and the company filed the counter comments to the department and the
company is not liable to pay the tax. However, if any liability arises that would be recoverable from the Ministry of Railways,
Government of India.
e. The disputed demand of tax including interest thereon for the AY 2015-16 was Rs. 9.48 million. Against the said demand, the
Company has filed a rectification application u/s 154. Based on the decisions of the Appellate Authority in similar matters and
interpretation of relevant provisions, the Company is confident that the demands will be either deleted or substantially reduced,
and accordingly, no provision is considered necessary. However, the said demand of Rs.9.48 million has been adjusted by the
department, out of the refund to IRFC for the AY 2016-17.
158

Note 34: Contingent liabilities and Commitments (Contd..)
f. The income tax assessment of the Company has been completed up to the AY 2019-20. During the year, an intimation u/s 143(1) for FY
2018-19 was received from the CPC . In the said intimation, TDS credit has been short granted by Rs.1502.46 million despite it appearing
in Form 26AS. Further, the book profit has been increased by Rs.1,462.42 million without any reason and a demand of additional tax and
interest thereon has been raised. The demand of Rs.2,043.26 million has been adjusted against the refund claimed for AY 2020-21.
Against the said demand issued by the CPC u/s 143 (1), an appeal was filed at CIT (A) on 28 January 2022 for consideration
of TDS credit and removal of additional demand, and also rectification application u/s 154 was filed on 1 February 2022 for
consideration of TDS credit. Pending disposal of the appeal, management is of the view that no provision is required.
Note 35: Expenditure in Foreign Currency
As at As at
Particulars
31 March 2022 31 March 2021
a) Interest/Swap Cost on foreign currency borrowings 13,549.76 10,377.21
b) Processing agent/ fiscal Agent/ admin fees 10.32 6.50
c) International credit rating agencies fees 36.09 91.37
d) Others 31.50 25.86
Total 13,627.67 10,500.94
Note 36: Segment reporting
The Company has identified "Leasing and Finance"as its sole reporting segment. Thus, there is no inter-segment revenue and the
entire revenue is presented in the statement of profit and loss is derived from external customers all of whom are domiciled in India,
the Company's country of domicile.
All non-current assets other than financial instruments are also located in India.
The Company derives more than 10% of its revenue from a single customer (ie. Ministry of Railways , Government of India (MOR) and
entities under the control of MOR). The break up of the revenue is as under:
As at As at
Particulars
31 March 2022 31 March 2021
Revenue from MOR & entities under the control of MOR
- Lease Income 1,30,035.96 1,18,265.62
- Interest Income 6,392.05 5,956.70
- Pre Commencement lease interest income 66,373.60 33,290.38
Total 2,02,801.61 1,57,512.70
Note 37: Employee benefits

37.1
As at As at
Particulars
31 March 2022 31 March 2021
Contribution to provident fund and National Pension Fund 11.36 5.56
Contribution to gratuity 0.63 0.54
Contribution to leave encasement 2.33 0.46
Contribution to post retirement medical and pension 2.05 2.77
Contribution to family benefit scheme 1.08 3.94
159

37.2 The Company operates a funded gratuity benefit plan.
A) Actuarial Assumptions
As at As at
Particulars
31 March 2022 31 March 2021
Economic Assumptions
Discount rate 6.90% 6.55% p.a.
Salary escalation 6.00% p.a 6.00% p.a
Demographic Assumptions
Retirement age 60 60
Attrition rate 0.00% 0.00%
Mortality table used 100% of IALM 100% of IALM
(2012-14) (2012-14)
Notes:
1. The discount rate is based on the prevailing market yield of India Government securities as at the balance sheet date for the
estimated term of obligations.
2. The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and
other relevant factors such as supply and in the employment market.
3. The expected return is based on the expectation of the average long term rate of return expected on investments of the fund
during the estimated term of the obligations.
B) Movements in present value of the defined benefit obligation
As at As at
Particulars
31 March 2022 31 March 2021
Present value of obligation as at the beginning of the year 13.25 10.26
Acquisition adjustment out 2.06 2.57
Interest cost 0.86 0.63
Past service cost - -
Current service cost 1.32 1.01
Benefit paid (0.39) (1.34)
Components of actuarial gain/losses on obligations:
Actuarial (gain)/loss on obligations due to change in financial assumptions -0.40 -
Actuarial (gain)/loss on obligations- due to experience (1.22) 0.12
Actuarial (gain)/loss on obligations- demographic changes - -
Liability at the end of the year 15.49 13.25
C) Movements in the fair value of plan assets
As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year 23.25 17.04
Contribution from the employer 2.06 4.98
Interest income 1.56 1.10
Return on plan assets excluding amounts included in interest income 0.07 0.13
Benefits paid - -
Reimbursement paid by the insurer - -
Actuarial gain/(loss) for the year on asset - -
Fair value of the plan assets for the period ending 26.94 23.25
160

D) Amount recognised in the Balance Sheet
As at As at
Particulars
31 March 2022 31 March 2021
Present value of funded obligation at the end of the year 15.49 13.25
Fair value of plan assets at the end of the year (26.94) (23.25)
Net liability/ (assets) recognised in the Balance Sheet (11.45) (10.00)
E) Expenses recognised in the Statement of Profit and Loss during the year:
As at As at
Particulars
31 March 2022 31 March 2021
Net interest cost (Income) (0.70) (0.47)
Expected return on plan assets - -
Expense recognised in the Statement of Profit and Loss 0.63 0.54
F) Expenses recognised in Other Comprehensive Income during the year:
As at As at
Particulars
31 March 2022 31 March 2021
Net cumulative unrecognised actuarial gain/(loss) opening
Actuarial (gain) / loss for the year on PBO (1.62) 0.12
Actuarial (gain) / loss for the year on Asset (0.07) (0.13)
Unrecognised actuarial (gain) / loss for the year end (1.69) (0.01)
G) Composition of the plan assets:
As at As at
Particulars
31 March 2022 31 March 2021
Policy of insurance 100.00% 100.00%
H) Change in Net benefit obligations
As at As at
Particulars
31 March 2022 31 March 2021
Net defined benefit liability at the start of the year (10.00) (6.78)
Acquisition adjustment 2.06 2.57
Total service cost 0.63 0.54
Net interest cost (income) -
Re-measurements (1.69) (0.01)
Reimbursement paid by the insurer -
Contribution to the plan assets (2.06) (4.98)
Benefit paid directly by the enterprise (0.39) (1.34)
Net defined benefit liability/ (assets) for the period ending (11.45) (10.00)
161

I) Bifurcation of PBO at the end of year as current and non current:
As at As at
Particulars
31 March 2022 31 March 2021
Current liability (Amount due within one year) (1.41) (1.29)
Non-Current liability (Amount due over one year) (10.04) (8.71)
Total PBO at the end of year (11.45) (10.00)
J) Bifurcation of defined benefit obligation
As at As at
Particulars
31 March 2022 31 March 2021
Vested 14.72 12.45
Non- Vested 0.77 0.80
15.49 13.25
K) Sensitivity analysis of the defined benefit obligation
Below is the sensitivity analysis determined for significant actuarial assumptions for the determination of defined benefit obligations
and based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while
holding all other assumptions constant.
As at As at
Particulars
31 March 2022 31 March 2021
a) Impact of the change in discount rate
- Impact due to increase of 0.50 % 14.95 12.75
- Impact due to decrease of 0.50 % 16.07 13.78
b) Impact of the change in salary increase
Sensitivities due to mortality and withdrawals are not material and hence impact of change not calculated.
Sensitivities as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement & life
expectancy are not applicable being a lump sum benefit on retirement.
L) The employer ’s best estimate of contribution expected to be paid during the next year:
As at As at
Particulars
31 March 2022 31 March 2021
Expected contribution of the next year 1.41 1.29
162

M) These plans typically expose the Company to Actuarial Risks such as Investment Risk, Liquidity Risk, Market Risk and Legislative Risk
Actuarial Riskw It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
Adverse Salary Growth Experience: Salary hikes that are higher than the assumed salary escalation
will result into an increase in Obligation at a rate that is higher than expected.
Variability in mortality rates: If actual mortality rates are higher than assumed mortality rate assumption
than the Gratuity Benefits will be paid earlier than expected. Since there is no condition of vesting on the
death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending on the relative
values of the assumed salary growth and discount rate.
Variability in withdrawal rates: If actual withdrawal rates are higher than assumed withdrawal rate
assumption than the Gratuity Benefits will be paid earlier than expected. The impact of this will depend
on whether the benefits are vested as at the resignation date.
Investment Risk For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer
may not be the fair value of instruments backing the liability. In such cases, the present value of the assets
is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded
status if there are significant changes in the discount rate during the inter-valuation period.
Liquidity Risk Employees with high salaries and long durations or those higher in hierarchy, accumulate significant level
of benefits. If some of such employees resign/retire from the company there can be strain on the cash
flows.
Market Risk Market risk is a collective term for risks that are related to the changes and fluctuations of the financial
markets. One actuarial assumption that has a material effect is the discount rate. The discount rate reflects
the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation
of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government
bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Legislative Risk Legislative risk is the risk of increase in the plan liabilities or reduction in the plan assets due to change
in the legislation/regulation. The government may amend the Payment of Gratuity Act thus requiring
the companies to pay higher benefits to the employees. This will directly affect the present value of the
Defined Benefit Obligation and the same will have to be recognized immediately in the year when any
such amendment is effective.
37.3 The Company operates a funded gratuity benefit plan.
As at As at
Particulars
31 March 2022 31 March 2021
Discount rate 6.90% p.a 6.55% p.a
Retirement age 60 Years 60 Years
Attrition rate 0.00% p.a. 0.00% p.a.
(2012-14) (2012-14)
Leave Availment and Encashment Rate
Leave Availment Rate 10% p.a. 10% p.a.
Encashment in service 0.00% p.a. 0.00% p.a.
163

As at As at
Particulars
31 March 2022 31 March 2021
Acquisition adjustment out 0.93 6.88
Benefit paid (2.79) (5.54)
Actuarial (gain)/loss on obligations- due to change in financial assumptions (0.32) -
Actuarial (gain)/loss on obligations- due to experience adjustments 0.88 (1.12)
Actuarial (gain)/loss on obligations- due to change in demographic assumption - -
As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year 15.06 9.29
Contribution by employer 0.93 5.06
Interest income 1.21 0.63
Return on plan assets excluding amounts included in interest income (0.18) 0.08
Benefits paid - -
Fair value of the plan assets at the end of the year 17.02 15.06
As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the end of the year 17.02 15.06
Net liability recognised in the Balance Sheet (0.05) (0.33)
As at As at
Particulars
31 March 2022 31 March 2021
Past service cost -
Net interest cost (Income) (0.25) 0.06
Net value of re measurements on the obligation and planned assets - (1.21)
164

F) Components of actuarial gain/loss on obligation
As at As at
Particulars
31 March 2022 31 March 2021
Due to change in financial assumptions (0.32) -
Due to change in demographic assumption - -
Due to experience adjustments 0.88 (1.12)
Return on plan assets excluding amounts included in interest income 0.18 (0.08)
Unrecognised actuarial (gain) / loss for the year end 0.74 (1.20)
As at As at
Particulars
31 March 2022 31 March 2021
Policy of insurance 100% 100%
As at As at
Particulars
31 March 2022 31 March 2021
Net defined benefit liability at the start of the year (0.34) 2.92
Acquisition adjustment 0.93 6.88
Net interest cost (Income) (0.25) 0.63
Re-measurements 0.74 (1.78)
Contribution paid to the fund (0.93) (5.06)
Benefit paid directly by the enterprise (2.79) (5.54)
Net defined benefit liability at the end of the year (0.06) (0.34)
As at As at
Particulars
31 March 2022 31 March 2021
Current liability (Amount due within one year) (0.06) (0.34)
Non-Current liability (Amount due over one year) - -
Total PBO at the end of year (0.06) (0.34)
165

As at As at
Particulars
31 March 2022 31 March 2021
L) These plans typically expose the Company to actuarial risks such as Investment Risk, Liquidity Risk and Market Risk.
Actuarial Risk It is the risk that benefits will cost more than expected. This can arise due to one of the following reasons:
will result into an increase in Obligation at a rate that is higher than expected. Variability in mortality rates:
If actual mortality rates are higher than assumed mortality rate assumption than the leave benefit will be
paid earlier than expected. The acceleration of cash flow will lead to an actuarial loss or gain depending
on the relative values of the assumed salary growth and discount rate.
assumption than the leave benefit will be paid earlier than expected. The impact of this will depend on the
relative values of the assumed salary growth and discount rate.
Variability in Availment rates: If actual Availment rates are higher than assumed Availment rate
assumption then leave balances will be utilised earlier than expected. This will result in reduction in leave
balances and Obligation.
flows.
166

37.4 The Company operates a Family Benefit Scheme Plan.
As at As at
Particulars
31 March 2022 31 March 2021
Discount rate 6.90% p.a 6.55% p.a
(2012-14) (2012-14)
As at As at
Particulars
31 March 2022 31 March 2021
Present value of obligation as at the beginning of the year 3.94 -
Acquisition adjustment out - -
Interest cost 0.23 -
Benefit paid - -
Actuarial (gain)/loss on obligations- due to experience adjustments (0.31) -
As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year - -
Contribution by employer - -
Interest income - -
Return on plan assets excluding amounts included in interest income - -
Benefits paid - -
Fair value of the plan assets at the end of the year - -
167

As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the end of the year - -
Net liability recognised in the Balance Sheet 4.56 3.94
As at As at
Particulars
31 March 2022 31 March 2021
Net interest cost (Income) 0.23 -
Net value of re measurements on the obligation and planned assets - -
As at As at
Particulars
31 March 2022 31 March 2021
Due to experience adjustments (0.31) -
Unrecognised actuarial (gain) / loss for the year end (0.46) -
As at As at
Particulars
31 March 2022 31 March 2021
As at As at
Particulars
31 March 2022 31 March 2021
Net defined benefit liability at the start of the year 3.94 -
Acquisition adjustment - -
Net interest cost (Income) - -
Re-measurements (0.46) -
Contribution paid to the fund - -
Benefit paid directly by the enterprise - -
Net defined benefit liability at the end of the year 4.55 3.94
168

As at As at
Particulars
31 March 2022 31 March 2021
Current liability (Amount due within one year) 0.94 0.85
Non-Current liability (Amount due over one year) 3.61 3.09
Total PBO at the end of year 4.55 3.94
As at As at
Particulars
31 March 2022 31 March 2021
c) Impact of the change in withdrawal rate
than the Employees' Family Benefit Scheme will be paid earlier than expected. Since there is no condition
of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending
assumption than the Employees' Family Benefit Scheme will be paid earlier than expected. The impact of
this will depend on whether the benefits are vested as at the resignation date.
flows.
169

37.5 The Company operates a Post Retirement Medical Benefits

As at As at
Particulars
31 March 2022 31 March 2021
Discount rate 7.30% p.a. N.A.
Salary escalation 6.00% p.a N.A.
Medical Inflation Rate 7.30% p.a. 8.90% p.a.
(2012-14) (2012-14)
As at As at
Particulars
31 March 2022 31 March 2021
Acquisition adjustment out - -
Benefit paid - -
Actuarial (gain)/loss on obligations- due to experience adjustments (1.69) 2.91
170

As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the beginning of the year - -
Contribution by employer - -
Interest income - -
Benefits paid - -
Fair value of the plan assets at the end of the year - -
As at As at
Particulars
31 March 2022 31 March 2021
Fair value of plan assets at the end of the year - -
Net liability recognised in the Balance Sheet 12.43 14.58
As at As at
Particulars
31 March 2022 31 March 2021
Net interest cost (Income) 0.95 0.67
Net value of re measurements on the obligation and planned assets - -
As at As at
Particulars
31 March 2022 31 March 2021
Due to experience adjustments (1.69) 2.91
Unrecognised actuarial (gain) / loss for the year end (4.20) 2.91
As at As at
Particulars
31 March 2022 31 March 2021
171

As at As at
Particulars
31 March 2022 31 March 2021
Net defined benefit liability at the start of the year 14.58 10.26
Acquisition adjustment - -
Net interest cost (Income) - 0.67
Re-measurements (4.20) 2.91
Contribution paid to the fund - -
Benefit paid directly by the enterprise - -
Net defined benefit liability at the end of the year 12.43 14.58
As at As at
Particulars
31 March 2022 31 March 2021
Current liability (Amount due within one year) - -
Non-Current liability (Amount due over one year) 12.43 14.58
Total PBO at the end of year 12.43 14.58
As at As at
Particulars
31 March 2022 31 March 2021
b) Impact of the Change Medical inflation rate
c) Impact of the change in Mortality rate
172

than the Employees' Family Benefit Scheme will be paid earlier than expected. Since there is no condition
of vesting on the death benefit, the acceleration of cash flow will lead to an actuarial loss or gain depending
assumption than the Employees' Family Benefit Scheme will be paid earlier than expected. The impact of
this will depend on whether the benefits are vested as at the resignation date.
flows.
Note 38: Financial Instruments
38.1: Capital management
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return
to shareholders and also complying with the ratios stipulated in the loan agreements through the optimization of the debt and equity
balance.
The capital structure of the Company consists of net debt (Debt Securities & Borrowings as detailed in Note 15 & 16 offset by cash
and bank balances as detailed in Note 3 ) and total equity of the Company.
173

38.1.1 Gearing ratio
The gearing ratio at the end of the reporting period was as follows:
As at As at
Particulars
31 March 2022 31 March 2021
Debt (See note 'i' below) 38,84,166.18 32,31,106.79
Cash and cash equivalents 1,464.92 2,971.91
Net debt 38,82,701.26 32,28,134.88
Total equity 4,09,963.40 3,59,133.82
Net debt to equity ratio (in times) 9.47 8.99
38.1.2 Net Worth
As at As at
Particulars
31 March 2022 31 March 2021
Total Assets 44,99,802.24 38,04,815.23
Net Worth 4,09,963.40 3,59,133.82
38.1.3 Debt Equity Ratio
As at As at
Particulars
31 March 2022 31 March 2021
Debt 38,84,166.18 32,31,106.79
Equity 4,09,963.40 3,59,133.82
9.47 9.00
Note:
i) Debt computed as under:
As at As at
Particulars
31 March 2022 31 March 2021
Debt Securities (Note 15) 19,41,749.53 17,85,747.89
Borrowing(other than debt securities) (Note 16) 19,42,416.65 14,45,358.90
Total Debt 38,84,166.18 32,31,106.79
174

38.2 Financial Instruments - Accounting classification and fair value measurement
38.2.1 Categories of financial instruments
As at As at
Particulars
31 March 2022 31 March 2021
Financial assets
Measured at amortised cost
Cash and cash equivalents 1,464.92 2,971.91
Bank balance other than above 1,568.84 1,617.33
Investments ( Pass through certificates) 2.92 12.09
Loans 68,248.05 69,698.15
Other financial assets 22,47,779.18 19,95,580.54
Receivables (Lease Receivables) 20,06,924.99 16,55,689.91
Measured at fair value through Profit and Loss
Derivative financial instruments 2,023.25 760.14
Measured at fair value through Other Comprehensive Income
Investments (IRCON) 97.11 107.73
Financial liabilities
Measured at amortised cost
Payables
(I) Trade payables
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises and small - -
enterprises
(II) Other payables
(i) total outstanding dues of micro enterprises and small enterprises 10.02 3.78
(ii) total outstanding dues of creditors other than micro enterprises and small 235.69 503.83
enterprises
Debt securities 19,41,749.53 17,85,747.89
Borrowings (Other than debt securities) 19,42,416.65 14,45,358.90
Other financial liabilities (Interest accrued but not due, amount payable to MoR etc.) 1,94,251.96 1,96,029.03
Measured at fair value through Profit and Loss
Derivative financial instruments 5,669.33 3,601.28
38.2.2: Fair value measurements
Fair value hierarchy
The Fair value hirarchy reflects the significance of the input used in making the measurements and hence the following levels:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices
in markets that are not active) or indirectly (i.e. quoted prices for similar assets or liabilities);
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of
31 March 2022:
Fair Value measurement at end of the reporting
As at
Particular period/ year using
31 March 2022
Level 1 Level 2 Level 3
Investment in IRCON International Limited 97.11 97.11 - -
175

The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as of 31
March 2021:
Fair Value measurement at end of the reporting

As at
Particular period/ year using
31 March 2021
Level 1 Level 2 Level 3
Investment in IRCON International Limited 107.73 107.73 - -
Valuation technique used to determine fair value
The Company maintains policies and procedures to value financials assets or financial liabilities using the best and most relevant data
available. The fair values of the financial assets and liabilities are included at the amount that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and
assumptions were used to estimate the fair values:
The Company holds nominal Equity (less than 0.26%) in IRCON International Limited. The equity shares of IRCON International
Limited were listed on National Stock Exchange (NSE) with effect from 28 September 2018. The Company had elected to classify its
investment in IRCON International Limited as fair value through other comprehensive income(OCI). The fair value as on 31 March 2022,
31 March 2021 has been measured as per the quoted on National Stock Exchange (Level 1 Input).
Dividend received
For the Year ended For the Year ended

Particulars
31 March 2022 31 March 2021
Dividend received (IRCON International Limited) 9.96 2.51
Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required):
The directors consider that the carrying amounts of financial assets and financial liabilities recognised in the financial statements
approximate their fair values.
38.3 Financial risk management
The Company's activities expose it to a variety of financial risks which includes market risk (including currency risk, interest rate risk
and other price risk), credit risk and liquidity risk.
The Company's focus is to ensure liquidity which is sufficient to meet the Company's operational requirements. The Company monitors
and manages key financial risks so as to minimise potential adverse effects on its financial Performance. The Company has a risk
management policy which covers the risks associated with the financial assets and liabilities. The details for managing each of these
risks are summarised ahead.
38.4: Market risk
"Market risk is the risk that the expected cash flows or fair value of a financial instrument could change owing to changes in market prices.
The Company's activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates.
Company use derivative instruments to manage market risk against the volatility in foreign exchange rates and interest rates in order
to minimize their impact on its results and financial position. Company policy is not to utilize any derivative financial instruments for
trading or speculative purposes.
176

38.5: Foreign currency risk management
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations
arise.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the
reporting period are as follows.
Liabilities Assets
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Secured foreign currency term loan 16,645.27 16,350.64 - -
Unsecured bonds from overseas capital market 2,47,258.14 2,03,025.44 - -
Unsecured foreign currency term loans 4,00,259.60 3,18,540.22 - -
Total 6,64,163.01 5,37,916.30 - -
Foreign currency sensitivity analysis
The following table details the company's sensitivity to a 10% increase and decrease in the INR against the relevant outstanding foreign
currency denominated monetary items. 10% sensitivity indicates management's assessment of the reasonable possible change in
foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts
their translation at the period end for a 10% change in foreign currency rates. A positive number below indicates an increase in profit or
equity where Rupee appreciates 10% against the relevant currency. A negative number below indicates a decrease in profit or equity
where the Rupee depreciates 10% against the relevant currency.

INR INR INR
Particulars INR weakening
strengthens by weakening by strengthens by
by 10%
10% 10% 10%
Profit or (loss) 66,416.30 (66,416.30) 53,791.63 (53,791.63)
In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the
end of the reporting period does not reflect the exposure during the year.
38.6: Interest rate risk management
The Company is exposed to interest rate risk because it borrows funds at both fixed and floating interest rates. The risk is managed
by the Company by maintaining an appropriate mix between fixed and floating rate borrowings. Company use financial instruments to
manage its exposure to changing interest rates and to adjust its mix of fixed and floating interest rate debt on long-term debt.
The Company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management
section of this note.
Interest rate sensitivity analysis
The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative
instruments at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability
outstanding at the end of the reporting period was outstanding for the whole year. A 50 basis point increase or decrease represents
management's assessment of the reasonably possible change in interest rates.
177

If interest rates had been 50 basis points higher/ lower and all other variables were held constant, the Company's:
i) Profit for the year ended 31 March 2022 would decrease/increase by Rs. 9318.74 millions (31 March 2021: decrease/increase Rs.
8,346.63 millions). This is mainly attributable to the Company’s exposure to interest rates on its variable rate debt securities;
ii) Profit for the year ended 31 March 2022 would decrease/increase by Rs. 8469.44 millions (31 March 2021: decrease/increase Rs.
5,590.55 millions). This is mainly attributable to the Company’s exposure to interest rates on its variable rate borrowings.
Interest Rate Benchmark Reform:
Following the request received by the Financial Stability Board from the G20, a fundamental review and reform of the major interest
rate benchmarks is underway across the world’s largest financial market, This reform was not contemplated when Ind AS 107 & Ind AS
109 were notified and consequently the Ministry of Corporate Affairs, Government of India has notified a set of temporary exceptions
from applying specific hedge accounting requirements to provide clarifications on how the standard should be applied in these
circumstances.
Following are the temporary exceptions provided from applying specific hedge accounting requirements:
(i) For assessing highly probable requirement for cash flow hedges: For the purpose of determining whether a forecast transaction
(or a component thereof) is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash
flows (contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.
(ii) Reclassifying the amount accumulated in the cash flow hedge reserve: For the purpose of determining whether the hedged
future cash flows are expected to occur, an entity shall assume that the interest rate benchmark on which the hedged cash flows
(contractually or non-contractually specified) are based is not altered as a result of interest rate benchmark reform.
(iii) Assessing the economic relationship between the hedged item and the hedging instrument: An entity shall assume that the
interest rate benchmark on which the hedged cash flows and/or the hedged risk (contractually or non-contractually specified) are
based, or the interest rate benchmark on which the cash flows of the hedging instrument are based, is not altered as a result of
interest rate benchmark reform.
(iv) Designating a component of an item as a hedged item: Subject to certain exemptions, for a hedge of a non-contractually specified
benchmark component of interest rate risk, an entity shall apply the requirement – that the risk component shall be separately
identifiable – only at the inception of the hedging relationship.
Under these temporary exceptions, interbank offered rates (IBORs) are assumed to continue unaltered for the purposes of hedge
accounting until such time as the uncertainty is resolved. The application of this set of temporary exceptions is mandatory for accounting
periods starting on after 1st April 2020. Significant judgements will be required in determining when uncertainty is expected to be
resolved and therefore when the temporary exceptions will cease to apply. However, as at 31st March 2022, the uncertainty continued
to exist and so the temporary exceptions apply to the Company’s hedge accounting relationships that reference benchmarks subject
to reform or replacement.
The Company has cash flow and fair value hedge accounting relationships that are exposed to different IBORs, predominantly US
dollar Libor and JPY Libor. The existing derivatives and some of the loans, bonds and other financial instruments designated in
relationships referencing these benchmarks will transition to new risk – free rates (RFRs) in different ways and at different types.
External progress on the transition to RFRs is being monitored, with the objective of ensuring a smooth transition for the Company’s
hedge accounting relationship. The specific issues arising will vary with the details of each hedging relationship, but may arise due to
the transition of existing products included in the designation, a change in expected volumes of products to be issued, a change in
contractual terms of new products issued, or a combination of these factors. Some hedges may need to be de – designated and new
relationships entered into, while others may survive the market – wide benchmark reforms.
The hedge accounting relationships that are affected by the adoption of the temporary exceptions are presented in the balance sheet
in note 5, ‘Derivatives Financial Instruments’.
178

38.7: Other price risks
The Company has a small amount of investment in equity instruments, price risk of which is not considered material.
38.8: Credit risk management
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the
company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial
conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
The Company consider the probability of default upon initial recognition of assets and whether there has been a significant increase in
credit risk on an ongoing basis through each reporting period. To assess whether there is significant increase in credit risk, it considers
reasonable and supportive forward looking information such as:
(i) Actual or expected significant adverse change in business.
(ii) Actual or expected significant changes in the operating results of the counterparty.
(iii) Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet its obligation.
(iv) Significant increase in credit risk and other financial instruments of the same counterparty.
(v) Significant changes in the value of collateral supporting the obligation or in the quality of third party guarantees or credit
enhancements.
Credit risk is managed through approvals, establishing credit limits, continuous monitoring of creditworthiness of customers to which
the company grants credit terms in the normal course of business. The company also assesses the financial reliability of customers
taking into account the financial condition, current economic trends and historical bad debts and ageing of accounts receivables.
The Company's major exposure is from lease receivables from Ministry of Railways, Government of India and loans to Rail Vikas Nigam
Limited and IRCON International Limited which are under the control of Ministry of Railways. There is no credit risk on lease receivables
being due from sovereign. With respect to loan given to Rail Vikas Nigam Limited and IRCON International Limited, the company
consider the Reserve Bank of India directions in terms of its circular no. RBI/2017-18/181_DNBR (PD) CC. No. 092/03.10.001/2017-
18 dated 31-May-2018 read with letter no. DNRB (PD). CO.No.1271/03.10.001/2018-19 dated 21-December-2018, to be adequate
compliance with the impairment norms as per Ind AS 109, Financial Instruments, as IRCON International Limited and Rail Vikas Nigam
Limited, both, are under Ministry of Railways, Government of India and the Company do not expect any concern in the repayment of
aforesaid loans.
38.9: Liquidity risk management
Liquidity risk is defined as the potential risk that the Company cannot meet the cash obligations as they become due.
Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity
risk management framework for the management of the company's short, medium, and long-term funding and liquidity management
requirements. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring
forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Besides, there is a provision
in the lease agreements with the Ministry of Railways (MOR) whereby MOR undertakes to provide lease rentals in advance (to be
adjusted from future payments) in case the Company doesn't have adequate liquidity to meet its debt service obligations.
179
180
Liquidity and interest risk tables
The following tables detail the company's remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on
the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay. The tables include both interest and principal
cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual
maturity is based on the earliest date on which the company may be required to pay.
Recognition of
Fair value Carrying
borrowings at
hedge Amount(
unamortised
adjustment- Balance
Particulars 0-1 year 1-3 years 3-5 years 5+ years Total cost using
recoverable Sheet
effective
from Ministry amount as
interest rate
of Railways per IND AS
method
31 March 2022
Trade Payables-Other Payables 245.71 - - - 245.71 - - 245.71
-Lease Liabilities 122.05 94.72 5.31 11.44 233.52 - - 233.52
Other Financial Liabilities 1,86,806.94 3,984.54 3,460.48 - 1,94,251.96 - - 1,94,251.96
-Interest accrued but not due 98,191.31 3,984.54 3,460.48 - 1,05,636.33 - - 1,05,636.33
-Amount payable to Ministry of Railways 88,487.86 - - - 88,487.86 - - 88,487.86
-Liability for unclaimed dividend 9.96 - - - 9.96 - - 9.96
-Security Deposits 0.19 - - - 0.19 - - 0.19
-Unclaimed mature debentures and 117.62 - - - 117.62 - - 117.62
interest accrued thereon
Debt Securities 59,445.50 2,08,429.66 1,38,363.91 15,36,610.46 19,42,849.53 (1,054.27) (45.73) 19,41,749.53
-Bonds in Domestic Market 59,445.50 1,70,344.66 1,38,363.91 13,27,142.96 16,95,297.03 (805.64) - 16,94,491.39
-Commercial Paper - - - - - - - -
-Bonds in Overseas Market - 38,085.00 - 2,09,467.50 2,47,552.50 (248.63) (45.73) 2,47,258.14
Borrowing (Other than Debt Securities) 1,04,847.35 66,470.60 1,86,170.51 15,95,206.50 19,52,694.96 (6,266.88) (4,011.43) 19,42,416.65
Borrowings in India 1,04,847.35 66,470.60 1,51,645.60 12,02,548.23 15,25,511.78 - - 15,25,511.78
Borrowings outside India - - 34,524.91 3,92,658.27 4,27,183.18 (6,266.88) (4,011.43) 4,16,904.87
31 March 2021
Trade Payables-Other Payables 507.61 - - - 507.61 - - 507.61
-Lease Liabilities 112.35 214.82 4.35 14.36 345.88 - - 345.88
Other Financial Liabilities 1,37,173.55 - - 58,855.48 1,96,029.03 - - 1,96,029.03
-Interest accrued but not due 63,281.79 - - 58,855.48 1,22,137.27 - - 1,22,137.27
Recognition of
Fair value Carrying
borrowings at
hedge Amount(
unamortised
adjustment- Balance
Particulars 0-1 year 1-3 years 3-5 years 5+ years Total cost using
recoverable Sheet
effective
from Ministry amount as
interest rate
of Railways per IND AS
method
-Amount payable to Ministry of Railways 73,796.35 - - - 73,796.35 - - 73,796.35
Liability for unclaimed dividend 7.99 7.99 - - 7.99
-Liability for matured and unclaimed bonds 86.90 - - - 86.90 - - 86.90
and interest accrued thereon
-Earnest Money Deposit 0.52 - - - 0.52 - - 0.52
Debt Securities 1,36,128.65 2,60,022.11 81,165.87 13,09,573.46 17,86,890.09 (1,142.20) - 17,85,747.89
-Bonds in Domestic Market 1,07,158.38 2,23,067.11 81,165.87 11,43,275.96 15,54,667.32 (915.14) - 15,53,752.18
-Commercial Paper 28,970.27 - - - 28,970.27 - - 28,970.27
-Bonds in Overseas Market - 36,955.00 - 1,66,297.50 2,03,252.50 (227.06) - 2,03,025.44

Borrowing (Other than Debt Securities) 73,201.77 53,702.80 1,00,491.23 12,26,465.39 14,53,861.19 (5,362.81) (3,139.48) 14,45,358.90
Borrowings in India 72,980.04 53,702.80 86,970.60 8,96,814.60 11,10,468.04 - - 11,10,468.04
Borrowings outside India 221.73 - 13,520.63 3,29,650.79 3,43,393.15 (5,362.81) (3,139.48) 3,34,890.86
181

38.10: Derivative financial instruments

The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in
exchange rates on foreign currency exposures. The objective of hedges is to minimize the volatility of INR cash flows of highly probable
forecast transaction.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument, including whether the
hedging instrument is expected to offset changes in cash flows of hedged items.
As on 31 March 2022
Nominal value ( Foreign Weighted

Currency) Carrying/ average strike
USD/JPY Fair amount Hedge price/rate
Types of hedge and risks Maturity date
No. of of hedging ratio
Outstanding Amount instruments USD/JPY
Contracts
Forward Contract
1. Sell - - - - - -
2. Buy (USD) 4 200.00 -45.73 29 March 2024 1:1 81.81
3. Buy (JPY) 6 32,856.00 -887.57 03 June 2026 1:1 0.8449
Swap Contracts (USD)
1. Buy 2 291.79 -3,424.97 10 March 2026 1:1 N/A
2. Buy 2 74.07 -899.95 30 March 2026 1:1 N/A
3. Buy 1 25.00 220.42 26 March 2030 1:1 N/A
4. Buy 1 25.00 214.24 26 March 2030 1:1 N/A
5. Buy 1 25.00 222.73 26 March 2030 1:1 N/A
6. Buy 1 25.00 217.73 26 March 2030 1:1 N/A
7. Buy 1 25.00 219.74 26 March 2030 1:1 N/A
8. Buy 1 25.00 208.05 26 March 2030 1:1 N/A
9. Buy 1 25.00 148.03 26 March 2030 1:1 N/A
10. Buy 1 25.00 96.67 26 March 2030 1:1 N/A
11. Buy 1 25.00 64.56 26 March 2030 1:1 N/A
As on 31 March 2021
Nominal value ( Foreign Weighted
Currency) Carrying average strike
USD amount of Hedge price/rate
Types of hedge and risks Maturity date
No. of hedging ratio
Outstanding Amount instruments USD
Contracts
Forward Contract
1. Sell - - - - - -
2. Buy - - - - - -
Swap Contracts
1. Buy 2 291.79 -2,367.91 10 March 2026 1:1 N/A
2. Buy 2 74.07 -834.11 30 March 2026 1:1 N/A
3. Buy 1 25.00 66.84 26 March 2030 1:1 N/A
4. Buy 1 25.00 62.98 26 March 2030 1:1 N/A
5. Buy 1 25.00 69.51 26 March 2030 1:1 N/A
6. Buy 1 25.00 62.87 26 March 2030 1:1 N/A
7. Buy 1 25.00 64.88 26 March 2030 1:1 N/A
8. Buy 1 25.00 33.80 26 March 2030 1:1 N/A
182

Disclosure of effects of hedge accounting on financial performance
Changes during Receivables/ Impact on financial

Cash Flow hedge Opening Closing
the year (Payables) from MOR performance
31 March 2022 298.34 112.75 411.09 (112.75) -
31 March 2021 (974.93) 1,273.27 298.34 (1,273.27) -
Note 39: Capital Funds, Risk Weighted Assets and Capital Risk Adjusted Ratio (CRAR), Liquidity Coverage
Ratio of Company are given below:
As at As at
Particulars
31 March 2022 31 March 2021
Capital Fund-Tier I 4,09,942.53 3,59,049.13
Capital Fund-Tier II - -
Risk weighted assets along-with adjusted value of off balance sheet items 93,225.83 85,394.56
CRAR
CRAR-Tier I Capital 439.73% 420.46%
CRAR-Tier II Capital NA NA
Liquidity Coverage Ratio with total Weighted value 0.50% 3.13%
Liquidity Coverage Ratio with total Unweighted value 0.58% 3.60%
Amount of subordinated debt raised as Tier-II capital - -
Amount raised by issue of Perpetual Debt Instruments - -
183

Note 40: The particulars of loans given as required to be disclosed by section 186 (4) of Companies Act, 2013
are as below:

Loan Loan
Amount Purpose of Amount Purpose of
S.No. Name of Party Given Given
of loan Terms Utilization of loan Terms Utilization
during during
outstanding by Recipient outstanding by Recipient
the year the year
1 Rail Vikas Nigam 39,556.00 7,000.00 3 + 12 Regular 41,858.86 14,296.90 3 + 12 Regular
Limited (RVNL)-I years Project Work years Project Work
2 IRCON International 12,306.14 - 5 years Station 18,459.20 - 5 years Station
Limited Development Development
3 Rail Vikas Nigam 9,660.00 - 3 + 12 Regular 9,660.00 - 3 + 12 Regular
Limited (RVNL)-II years Project Work years Project Work
Total 61,522.14 7,000.00 69,978.06 14,296.90
Note 41: Other Disclosures
(a) Lease rental is charged on the assets leased from the first day of the month in which the Rolling Stock assets have been identified
and placed on line as per the Standard Lease Agreements executed between the Company and MOR from year to year.
(b) Ministry of Railways (MOR) charges interest on the value of the assets identified prior to the payments made by the Company,
from the first day of the month in which the assets have been identified and placed on line to the first day of the month in which
the money is paid to the MOR. However, no interest is charged from the MOR on the amount paid by the company prior to
identification of Rolling stock by them.
(c) (i) Interest rate variation on the floating rate linked rupee borrowings and interest rate and exchange rate variations on interest
payments in the case of foreign currency borrowings are adjusted against the lease income/ pre-commencement lease
income in terms of the variation clauses in the lease agreements for Rolling Stock/ memorandum of understanding (MoU) for
funding of Infrastructure assets executed with the Ministry of Railways. During the year ended 31 March 2022, such differential
has resulted in an amount of Rs. 1,453.75 millions refundable by the Company (31 March 2021: Rs. 1198.93 millions accruing
to the Company) which has been accounted for in the lease income/pre-commencement lease income.
(ii) In respect of foreign currency borrowings, which have not been hedged, variation clause have been incorporated in the lease
agreements specifying notional hedging cost adopted for working out the cost of funds on the leases executed with MOR.
Hedging cost in respect of these foreign currency borrowings is compared with the amount recovered by the company on
such account on notional cost basis and accordingly, the same is adjusted against the lease income. During the year ended
31 March 2022 in respect of these foreign currency borrowings, the Company has recovered a sum of Rs. 14,117.53 millions
(31 March 2021: Rs.5,254.72 millions) on this account from MOR against a sum of Rs. NIL millions (31 March 2021 :Rs. NIL
millions) incurred towards hedging cost and the balance amount of Rs. 14,117.53 millions (31 March 2021: Rs. 5,254.72
millions) is refundable from MOR.
(d) For computing the Lease Rental in respect of the rolling stock assets acquired and leased to the Ministry of Railways amounting to
Rs. 2,74,839.73 millions during the year ended 31st March 2022 (Previous year ended 31 March 2021: Rs. 2,85,610.85 millions),
the Lease Rental Rate and the Internal Rate of Return have been worked out with reference to the average cost of incremental
borrowings made during the current year plus the margin equivalent to the margin as decided for the financial year 2021-22. The
lease agreement in respect of these assets will be executed in due course of time.
184

Note 42:
(a) (i) The Reserve Bank of India has issued Master Direction – Non- Banking Financial Company- Systemically Important
Non Deposit Taking Company and Deposit Taking Company (Reserve Bank) Directions, 2016 vide notification DNBR.
PD.008/03.10.119/2016-17 dated 1st September 2016 as amended from time to time have become mandatory with effect
from 31 May 2018. The Reserve Bank of India has granted exemption to the Company in respect of classification of asset,
provisioning norms and credit concentration norms to the extent of direct exposure to sovereign.
(a) (ii) Till the financial year 2017-18, the Company, being a government NBFC, was exempt from creation and maintenance of
Reserve Fund as specified u/s 45-IC of Reserve Bank of India Act, 1934. However, the said exemption has been withdrawn
by the Reserve Bank of India (RBI) vide Notification No. DNBR (PD) CC.NO.092/0310.001/2017-18 dated 31st May 2018.
Accordingly, the Company is now creating the Reserve Fund as required u/s 45IC of RBI Act, 1934, wherein at least 20% of
net profit every year will be transferred before the declaration of dividend. No appropriation is allowed to be made from the
reserve fund except for the purpose as may be specified by the Bank from time to time and further, any such appropriation is
also required to be reported to the Bank within 21 days from the date of such withdrawal.
The Company created a reserve of Rs.12179.67 millions as on 31st March 2022 (Rs. 8832.26 in 31 March 2021) u/s 45IC.
Note 43:
i The Finance Act, 2001 provides for levy of service tax on the finance and interest charges recovered through lease rental
instalments on the Financial Leases entered on or after 16-07-2001. The Central Government vide Order No.1/1/2003-ST dated
30 April 2003 and subsequent clarification dated 15-12-2006 issued by Ministry of Finance has exempted the Lease Agreements
entered between the Company and Ministry of Railways from levy of Service Tax thereon u/s 93(2) of Finance Act, 1994.
ii The GST Council in their meeting held on 19 May 2017 has exempted the services of leasing of assets (rolling stock assets
including wagons, coaches, locos) by Indian Railways Finance Corporation to Indian Railways from the levy of Goods & Service
Tax (GST), Notification No. 12/2017 (Heading 9973) which has been made applicable with effect from 1 July 2017. Vide notification
no. 07/2021 dated 30.09.2021 issued by Ministry of Finance, the said GST exemption on leasing of rolling stock by Indian Railways
Finance Corporation to Indian Railways is withdrawn w.e.f. 1 October 2021.
iii. The Company had deposited a sum of Rs.14,664.47 million towards GST under reverse charge mechanism for funds transferred
to MoR for making payments on behalf of Company to contractors for construction of projects for the period from November
2017 to June 2018. As opined by the tax consultant, the above transaction did not involve any supply from MoR to the Company
and accordingly, no GST under RCM was payable by the Company and hence, refund applications were filed with the GST
department for the refund of the said deposit of Rs 14,664.47 millions. However, vide orders dated 22 September 2020 and 30
September 2020, the said refund applications have been rejected by the additional commissioner (Department of Trade and
Taxes), GNCT of Delhi. The Company has filed 6 appeals before first appellate authority through its attorney, New Delhi against
the rejection of refund orders on 24 December 2020 and 29 December 2020.
In the ultimate event of non-admissibility of refund claims by the GST department, the amount would be adjusted by the Company
against the GST liability on lease rentals from infrastructure assets to be leased to MoR or other GST liability in future.
185

Note 44:
Increase/(Decrease) in liability due to exchange rate variation on foreign currency loans for purchase of leased assets/creation of
Infrastructure assets amounting to Rs. 11,188.84 millions (31 March 2021 : (Rs. 3,009.70 million)) has not been charged to the
Statement of Profit and Loss as the same is recoverable from the Ministry of Railways (lessee) separately as per lease agreements in
respect of rolling stock assets/memorandum of understanding (MoU) for funding of Infrastructure assets to be leased. The notional
hedging cost on external commercial borrowings inbuilt into the Lease Rentals amounting to Rs. 16,441.20 millions (31 March 2021 :
Rs. 8,145.93 millions) is refundable to Ministry of Railways for the year ended 31 March 2022. Further, a sum of Rs. 105.87 Millions (31
March 2021 : Rs. 106.82 millions) has been recovered towards crystallised exchange rate variation on foreign currency loans repaid
during the year ended 31st March 2022. The amount recoverable from MoR on account of exchange rate variation net of notional
hedging cost and crystallised exchange rate variation is Rs. 11,448.24 million (31 March 2021: Rs. 5,796.59 million).
Effective portion of (loss)/gain on account of decrease/increase in the fair value of the derivative assets (hedging instruments)
amounting to Rs. 112.75 million for the year ended 31st March 2022 (31st March 2021 : Rs.1,273.27 million) classified as cash flow
hedges has not been recognised in the other comprehensive income as the same is recoverable/refundable to the MOR (Lessee)
since the derivatives have been contracted to hedge the financial risk of MOR (Lessee).
Note 45:
The Ministry of Railways (MOR) vide letter dated 23 July 2015 had authorized the Company to draw funds from Life Insurance
Corporation of India (LIC) in consultation with MOR for funding of Railway Projects in line with finance leasing methodology adopted
by Company for funding Railway Projects in past. In addition to funds raised from LIC, the Company has also funded MoR from other
borrowings and internal accruals. Pending execution of the Lease Documents, the Company had entered into a Memorandum of
Understanding with the Ministry of Railways on 23 May 2017 containing principal terms of the lease transactions. The Company has
now entered into a fresh Memorandum of Understanding with Ministry of Railways on 2 March 2021 superseding all te earlier MoU's/
arrangement's.
The Lease Agreement(s) for Project assets funded under EBR IF 2015-16 and National Projects 2018-19 between MOR and the
Company with respect to aforesaid infrastructure assets have been executed on 28th March 2022. The accounting as per Ind AS 116
has been carried out for the same during the current financial year.
During the year ended 31 March 2022 a sum of Rs. 80,724.51 millions (31 March 2021: Rs. 64,704.73 millions) incurred by the
Company on account of interest cost on the funds borrowed for the purpose of making aforesaid advances has been capitalised and
added to the 'Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF' , ‘Project Infrastructure Asset under Finance
Lease Arrangements-EBR Special' and 'Advance funding against National Project'. The same would be recovered through lease
rentals in future over the life of the leases as per lease agreement(s) to be entered. Details are as under:
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF
As at As at
Particulars
31 March 2022 31 March 2021
Opening Balance 13,07,795.17 10,31,195.28
Add: Advance paid against infrastructure assets to be leased 3,10,631.09 2,18,396.80
Add: Borrowing cost capitalised on borrowed funds 45,512.80 58,194.97
Add: Exchange variation to be recoverable from MOR 81.39 8.12
Add: Transfer from Project Infrastructure Asset under Finance Lease Arrangements- 356.51
EBR-Special
Total 16,64,376.96 13,07,795.17
Less: Transferred to Lease Receivables (1,54,430.39) -
Total 15,09,946.57 13,07,795.17
186

Project Infrastructure Asset under Finance Lease Arrangements-EBR-Special
As at As at
Particulars
31 March 2022 31 March 2021
Opening Balance 5,07,088.39 -
Add: Advance paid against infrastructure assets to be leased - 5,05,509.51
Add: Borrowing cost capitalised on borrowed funds 33,441.71 1,578.88
Total 5,40,530.10 5,07,088.39
Less: Transferred to Project Infrastructure Assets under leasing arrangement - -
Less: Transfer to Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF (356.51) -
Total 5,40,173.59 5,07,088.39
National Projects
As at As at
Particulars
31 March 2022 31 March 2021
Opening Balance 84,815.82 79,884.94
Add: Advance funding against National Project - -
Add: Borrowing cost capitalised during the year on borrowed funds 1,770.00 4,930.88
Total 86,585.82 84,815.82
Less: Transferred to Lease Receivables (59,502.20) -
Total 27,083.62 84,815.82
Capitalisation rate used to determine the borrowing cost for ‘Advance against Railway Infrastructure Projects to be leased’
& Advance against Railway Infrastructure Projects – Special - to be leased’ & ‘National Projects’:
As at As at
Particulars
31 March 2022 31 March 2021
Capitalisation rate 4.62% 5.95%
Note 46:
(a) Reconciliation with Ministry of Railways (MOR)
The Company has completed reconciliation with Ministry of Railways, Government of India (MoR) upto 31 March 2019. The
Reconciliation for the financial year 2019-20 and 2020-21 are in process. The Reconciliation could not be completed earlier owing
to the unprecedented situation arising out of Covid 19. The Company has carried out adjustment in the financial statement of the
year 2020-21 as per Ind AS 8, Accounting Policies, Changes in Accounting Estimates & Errors as under:
Impact on Profit Impact on Other

Impact u/s 115JB of the
Particular Before Tax being Equity as on 31st
Income – tax Act, 1961
Decrease in Profits March 2020
As on 1st April 2019 (2,067.90) 444.36 (1,623.54)
For the year ended 31 March 2020 (5,003.28) Nil* (5,003.28)
Grand Total (7,071.18) 444.36 (6,626.82)
*IRFC has opted for taxation under section 115BAA of the Income Tax Act, 1961 for financial year 2019-20 & onwards. Hence, the provisions of minimum alternate tax
under section 115JB of the Income Tax Act, 1961 are no longer applicable to the Company.
The disbursement to MOR for project infrasturure assets for which Lease Agreements are yet to be executed is Rs. 18,96,207.56
millions against which utilistation of Rs. 19,29,075.32 million has been received from MoR till 31st March 2022.
187

(b) Estimation of uncertainty relating to the Global Health Pandemic COVID-I9
The outbreak of Coronavirus (COVID -19) pandemic globally and in India is causing significant disturbance and slowdown of
economic activity. The Company has adopted measures to curb the spread of infection in order to protect the health of our
employees and ensure business continuity with minimal disruption.
The Company has evaluated impact of this pandemic on its business operations and based on its review and current indicators of
future economic conditions, there is no significant Impact on its financial results. However, the impact assessment of COVID 19 is
a continuing process given the uncertainties associated with its nature and duration and accordingly the impact may be different
from that estimated as at the date of approval of these financial statements. The Company will continue monitoring any material
changes to future economic conditions.
Note 47:
(a) The Company discharges its obligation towards payment of interest and redemption of bonds, for which warrants are issued,
by depositing the respective amounts in the designated bank accounts. Reconciliation of such accounts is an ongoing process
and has been completed upto 31 March 2022. The Company does not foresee any additional liability on this account. The total
balance held in such specified bank accounts as on 31 March 2022 is Rs. 117.62 millions (31 March 2021: Rs. 86.90 millions).
(b) The Company is required to transfer any amount remaining unclaimed and unpaid in such interest and redemption accounts after
completion of 7 years to Investor Education Protection Fund (IEPF) administered by the Ministry of Corporate Affairs, Government
of India. During the year ended 31 March 2022, a sum of Rs.5.30 millions was deposited in IEPF (31 March 2021: Rs. 0.15 million)
Note 48:
The Company, in the earlier years, had executed Asset Securitisation Transactions by securitising an identified portion of future lease
rentals originating on its assets leased to Ministry of Railways. As part of the securitisation transaction, future lease rentals were
transferred to a bankruptcy remote Special Purpose Vehicle (SPV) which, in turn, issued Pass Through Certificates (PTCs) to the
investors. The lease receivables, accordingly, were derecognised in the books of account of the company.
In terms of the Reserve Bank of India (RBI) Guidelines on Minimum Retention Requirement issued by the Reserve Bank of India as
applicable to the Non-Banking Finance Companies, the company being the originator, had opted to retain a minimum of 5% of the
book value of the receivables being securitised. Accordingly, the Company had invested Rs. 169.77 millions in the Pass Through
Certificates (PTCs) issued by the ‘Special Purpose Vehicle’ towards Minimum Retention Requirement. Out of the amount invested in
Pass Through Certificates (PTCs), Rs. 166.84 millions have matured till 31 March 2022 ( 31 March 2021: Rs. 157.63 millions) leaving a
balance of Rs. 2.93 millions ( 31 March 2021: 12.14 millions). Details of the amount invested in Pass Through Certificates (PTCs) and
outstanding as on 31st March 2022 is as follows:
As on 31 March 2022
Series Date of Maturity Nos of PTC Face value per PTC Total amount
W 15-Apr-22 5 0.59 2.93
Total * 5 2.93
*Impairment loss as per Ind AS 109 has been made for an amount of Rs. 0.01 millions
188

As on 31 March 2021
Series Date of Maturity Nos of PTC Face value per PTC Total amount
U 15-Apr-21 5 0.94 4.71
V 15-Oct-21 5 0.90 4.50
W 15-Apr-22 5 0.59 2.93
Total* 15 12.14
*Impairment loss as per Ind AS 109 has been made for an amount of Rs. 0.05 millions
Note 49: Corporate Social Responsibility

As per Section 135 of Companies Act 2013 a Corporate Social responsibility Committee has been formed by the Company. During the
year the Company has undertaken Corporate Social Responsibility activities as approved by the CSR Committee which are specified
in Schedule VII of the Companies Act 2013.
Ministry of Corporate Affairs (MCA) has notified the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021
("amendment") and had also notified the effective date as 22.01.2021 for the amendments of section 135 of the Companies Act made
vide companies Amendment Act, 2019 and Companies Amendment Act, 2020.
In accordance with the amendment under the said notifications, any unspent CSR amount, other than for any ongoing project, shall
be transferred to a Fund specified in Schedule VII, within a period of six months of the expiry of the financial year. Any unspent amount
pursuant to any ongoing project must be transferred to unspent CSR Account in any scheduled bank within a period of thirty days
from the end of the financial year, to be utilised within a period of three financial years, failing which it shall transfer the same to a Fund
specified in Schedule VII, within a period of thirty days from the date of completion of the third financial year. Further, if the company
spends an amount in excess of the requirement under statute, the excess amount may be set off for three succeeding financial years
against the amount to be spent.
The Company is complying with the aforesaid amended provisions of Section 135 of the Companies Act, 2013. Accordingly, the
company created provision towards unspent amount for ongoing projects amounting to Rs.250.42 million for the FY 2021-22 (Rs.
197.71 million in FY 2020-21).
i) Gross amount paid by the company for the year ended 31.03.2022 is Rs 700.30 million (Rs. 250.12 million pertains to prior
years) ; 31/03/2021 Rs. 729.18 million (Rs. 314.06 million pertains to prior years) ; Gross amount required to be spent for the year
ended 31.03.2022 Rs.700.60 million against which the Board approved total CSR projects for amounting to Rs.700.60 million (As
on 31/03/2021, Gross amount required to be spent by the company was Rs. 612.30 million against which the Board approved
total CSR projects for amounting to Rs.612.83 million). As on 31.03.2022, CSR Unspent amount allocated towards various CSR
Projects for the Financial Year(s) 2018-19, 2019-20, 2020-21 and 2021-22 are Rs.86.97 million, Rs. 96.12 million, Rs. 189.36
million and 250.42 million respectively.
ii) Amount spent during the year on:
As on 31 March 2022
SI.
Particulars In cash Yet to be paid in cash Total
No
i) Construction/Acquisition of any assets -
ii) On Purpose other than (i) above 700.30 256.29 956.59
iia) Sanitation and safe drinking water (Item No. (i) of 20.00 - 20.00
Schedule - VII)
iib) Health Care (Item No. (i) of Schedule - VII) 46.44 188.16 234.61
iic) Promoting Education (Item No. (ii) of Schedule – VII) 14.68 34.13 48.81
iid) Social Welfare (Item No.(iii) of Schedule-VII) - - -
189

SI.
No
iie) Forest & Environment, animal welfare etc. ( Item No. (iv) 2.10 24.00 26.09
of Schedule-VII)
iif) Contribution to 'Clean Ganga Fund' (Item No.(iv) of 30.00 - 30.00
Schedule-VII)
iig) Ensuring environment sustainability item No. (iv) of - - -
Schedule - (VII)
iih) Measures for armed forces veterans, (Item No. (vi) of - 10.00 10.00
ScheduleVII)
iii) Contribution to the prime minister's CARE fund (Item No 587.08 - 587.08
(viii) of Schedule-VII)
Grand Total (i+ii) 700.30 256.29 956.59
Details in respect of amount deposited in Specified Fund of Schedule VII , for the financial years per section 135 (5)
of the Companies Act, 2013.
Amount deposited in Amount required
Amount spent
Opening Balance Specified Fund of Schedule to be spent during Closing Balance
during the year
VII within 6 Months the year
Nil Nil 700.60 700.60 Nil
Details in respect of excess amount spent for the financial year as per section 135 (5) of the Companies Act, 2013.
Amount required to be spent

Opening Balance Amount spent during the year Closing Balance
during the year
Nil 700.60 700.60
Amount spent during

Opening Balance Closing Balance
**Total the year
Amount
Transferred to From In
required to be
Separate CSR From Separate separate
*with In Separate CSR spent during
Unspent Bank Company's CSR with company CSR
company Unspent A/c the year
Account Bank A/c unspent unspent
A/c A/c
197.18 Nil 700.60 467.15 450.18 66.51 250.42 400.64
*Gross amount required to be spent for the year ended 31.03.2022 Rs.700.60 million against which the Board approved total CSR projects for amounting to Rs.700.60
million against which Rs. 450.18 million paid in the financial year and balancing Rs. 250.42 million CSR Unspent amount against ongoing projects for the financial year
is transferred to separate bank A/c on 30 April 2022. Whereas Gross amount required to be spent for the year ended 31 March 2021 Rs 612.30 million against which
the Board approved total CSR projects for amounting to Rs 612.83 million against which Rs 415.12 million paid in the financial year and balancing Rs 197.71 million
CSR Unspent amount against ongoing projects for the financial year is transferred to separate bank A/c on 30 April 2021
**Includes unspent amount for 2018-19 (Rs 173.32 Million), for 2019-20 (Rs 96.12 Million) and for 2020-21 (Rs 197.71 Million).
190

As on 31 March 2021
SI.
No
i) Construction/Acquisition of any assets - - -
ii) On Purpose other than (i) above 720.09 214.35 934.44
iia) "Sanitation and safe drinking water - - -
(Item No. (i) of Schedule - VII)"
iib) "Health Care 25.87 50.93 76.80
(Item No. (i) of Schedule – VII"
iic) "Promoting Education 13.84 0.12 13.96
(Item No. (ii) of Schedule – VII"
iid) "Forest & Environment, animal welfare etc. 232.63 163.30 395.93
(Item No. (iv) of Schedule-VII)"
iie) "Contribution to 'Clean Ganga Fund' - - -
(Item No.(iv) of Schedule-VII)"
iif) "Ensuring environment sustainability - - -
(item No. (iv) of Schedule - (VII)"
iig) "Measures for armed forces veterans, 10.00 - 10.00
(Item No. (vi) of ScheduleVII)"
iih) Contribution to the prime minister's national relief fund 437.75 - 437.75
(Item No (viii) of Schedule-VII)*
Grand Total (i+ii) 720.09 214.35 934.44
Details in respect of amount deposited in Specified Fund of Schedule VII , for the financial years per section 135 (5)
of the Companies Act, 2013.
Amount deposited in Amount required

*Amount spent
Opening Balance Specified Fund of Schedule to be spent during Closing Balance
during the year
VII within 6 Months the year
Nil Nil 612.30 612.83 Nil
*excess amount spent against the statutory requirement is Rs.0.53 million
Amount required to
Amount spent during
Opening Balance be spent during the Closing Balance
the year
year
Nil 612.30 612.83 0.53
Details in respect of ongoing projects for the financial year as per section 135 (5) of the Companies Act, 2013.
Amount spent during the

Opening Balance Closing Balance
Amount Transferred to year
required to be Separate CSR In Separate
From From
with In Separate CSR spent during Unspent Bank *with CSR
Company's Separate CSR
company Unspent A/c the year Account Company Unspent
bank A/c Unspent A/c
A/c
Nil Nil 612.30 Nil 415.12 Nil 197.18 Nil
*Gross amount required to be spent for the year ended 31.03.2021 Rs.612.30 million against which the Board approved total CSR projects for amounting to Rs. 612.83
million against which Rs. 415.12 million paid in the financial year and balancing Rs. 197.71 million CSR Unspent amount against ongoing projects for the financial year
is transferred to separate bank A/c on 30 April 2021
191

Additional requirement in pursuant to schedule III of the companies act 2013.
SI. As at As at
Particulars
No 31 March 2022 31 March 2021
(a) Amount required to be spent by the company during the year 700.60 612.83
(b) Amount of expenditure incurred, 700.60 612.83
(c) Shortfall at the end of the year, - -
(d) Total of previous years shortfall - -
(e) Reason for shortfall Not Applicable
(f) Nature of CSR activities Promoting Healthcare & Education,
Measures for the benefit of armed forces
and Environment Sustainability.
(g) Details of related party transactions Not Applicable
(h) Movements in provision with respect to a liability incurred by entering into a contractual obligation during the year is as under:
Particulars Amount in Amount in
Million Million
Opening Balance 314.95 111.35
Add: Provisions made during the year 304.04 253.83
Less: Provision withdrawn during the year (72.78) (50.23)
Closing Balance 546.21 314.95
Note 50: Interest on deposit & Investment include Tax Deducted at Source amounting to Rs. 5.87 millions for the year ended 31
March 2022 (31 March 2021: Rs 0.45 Millions). Ministry of Railways has also deducted tax at source amounting to Rs. Nil millions (31
March 2021: Rs. 3,232.85 millions) on lease rentals.
Note 51: Disclosure under Micro, Small and Medium Enterprises Development Act, 2006:
As at As at
Particulars
31 March 2022 31 March 2021
Principal amount remaining unpaid as at year end 10.20 3.78
Interest due thereon remaining unpaid as at year end - -
Interest paid by the company in terms of Section 16 of MSME Development Act, 2006 - -
along with the amount of the payment made to the supplier beyond the appointed day
during the year.
Interest due and payable for the period of delay in making payment but without adding - -
the interest specified under MSME Development Act, 2006.
Interest accrued and remaining unpaid as at year end. - -
Further interest remaining due and payable even in the succeeding years, until such - -
date when the interest due as above are actually paid to the small enterprises.
Note 52: In respect of physical verification of assets given on lease, Ministry of Railways (Lessee) is required to maintain the leased
assets in good working condition as per laid down norms, procedures and standards, as detailed & agreed in standard lease
agreement. In the opinion of the management, the aforesaid system is satisfactory considering the fact that the assets are maintained
and operated by the Central Government.
192

53.1 Related party disclosures

Related parties and their relationships
i. Transaction with Key Management personnel
Key Management Personnel
Relationship:
As on 31.03.2022
Designation Name Period

Chairman & Managing Director Sh. Amitabh Banerjee (From 12 October 2019)*
Director - Finance Ms. Shelly Verma (From 1 September 2020)
Govt Nominee Director Sh. Baldeo Purushartha (From 03 June 2020)
Govt Nominee Director Sh. Bhaskar Choradia (From 27 November 2020)
Non- Official Independent Director Sh. Ashok Kumar Singhal (From 20 July 2018 to 20 July 2021)**
Non- Official Independent Director Sh. Vallabhbhai Maneklal Patel (From 10 November 2021)
Non- Official Independent Director Smt. Sheela Pandit (From 22 November 2021)
Company Secretary Sh. Vijay Babulal Shirode (From 9 March 2018)
*Shri Amitabh Banerjee was appointed as Managing Director on the IRFC Board on 12th October, 2019. He took over the charge of Chairman & Managing Director on
the IRFC Board on 21st May, 2020.
**Sh. Ashok Kumar Singhal ceased to be Non official Independent Director of IRFC w.e.f 20th July 2021 due to completion of his tenure.
As on 31.03.2021
Designation Name Period

Chairman & Managing Director Sh. Amitabh Banerjee (From 12 October 2019)*
Director - Finance Sh. Niraj Kumar (From 1 July 2015 to 31st July 2020)**
Director - Finance Ms. Shelly Verma (From 1 September 2020)***
Govt Nominee Director Shri Anand Prakash (From 22 July 2020 to 26 October
2020)****
Govt Nominee Director Sh. Baldeo Purushartha (From 03 June 2020)
Govt Nominee Director Sh. Bhaskar Choradia (From 27 November 2020)
Non- Official Independent Director Smt. Aditi Sengupta Ray (From 19 September 2017 to 18 September
2020)*****
Non- Official Independent Director Shri. Chetan Venugopal (From 08 March 2018 to 07 March
2021)******
Non- Official Independent Director Sh. Ashok Kumar Singhal (From 20 July 2018)
Company Secretary Sh. Vijay Babulal Shirode (From 9 March 2018)
*Shri Amitabh Banerjee was appointed as Managing Director on the IRFC Board on 12th October, 2019. He took over the charge of Chairman & Managing Director on
the IRFC Board on 21st May, 2020.
**Shri Niraj Kumar was superannuated as on 31st July 2020.
***Mrs. Shelly Verma has been appointed as Director Finance from 1st September 2020
****Sh. Anand Prakash ceased to be Govt. Nominee Director w.e.f 26th October 2020 as per MoR Order dated 26.10.2020.
*****Smt. Aditi Sengupta Ray ceased to be Non official Independent Director of IRFC w.e.f 18 September 2020 due to completion of her tenure.
******Shri. Chetan Venugopal ceased to be Non official Independent Director of IRFC w.e.f 07 March 2021 due to completion of his tenure.
193

Transactions:
As at As at
Particulars
31 March 2022 31 March 2021
Salary/Allowances 14.13 12.46
Reimbursments 0.56 0.42
Incentives 5.63 2.54
Sitting Fees 0.82 1.36
Totals 21.14 16.78
ii. Details of significant transactions and outstanding balances with Ministry of Railways are as under
As at As at
Particulars
31 March 2022 31 March 2021
Lease Receivables 20,06,924.99 16,55,689.91
Project Infrastructure Asset under Finance Lease Arrangements-EBR-IF 15,09,946.57 13,07,795.17
Project Infrastructure Asset under Finance Lease Arrangements-EBR Special 5,40,173.59 5,07,088.39
Advance for National Project 27,083.62 84,815.82
Interest accrued but not due on advance for railway project to be leased 1,45,867.60 79,282.72
Other (Payable) (88,487.86) (73,796.35)
Other Receivables 11,037.15 5,498.25
As at As at
Particulars
31 March 2022 31 March 2021
- Lease Income 1,30,035.96 1,18,265.62
- Pre-commencement Lease-interest income 66,373.60 33,290.38
53.2 Transaction with Government related entities

i. The Company is a Government related entity as the entire equity shareholding of the Company is held by the President of
India through Ministry of Railways, Government of India. The Company is also related to Rail Vikas Nigam Limited and IRCON
International Limited which are also government related entities and with whom the Company has transactions. The Company has
exempted from disclosure in para 25 of Ind AS 24, 'Related Party Transactions' being a government related entity.
ii. Details of significant transactions with Rail Vikas Nigam Limited and IRCON International Limited .
As at As at
Particulars
31 March 2022 31 March 2021
- Closing Balances of Loan to Rail Vikas Nigam Ltd 56,216.00 51,518.86
- Closing Balances of Loan to IRCON International Ltd. 12,306.14 18,459.20
- Interest Income received thereon 6,392.05 5,956.70
- Interest Receivables 13,621.66 10,993.24
194

Note 54: Current and non current classification
As required by the paragraph 61 of Ind As 1, Presentation of financial statements, the classification into current and non current of line
item of assets and liabilities as in the balance sheet is as under :
a) Classification of balance sheet as at 31 March 2022
Particulars As at 31 March 2022

Line Item Amount Current Non-current
Assets
Financial Assets
Cash and cash equivalents 1,464.92 1,464.92 -
Bank balance other than (a) above 1,568.84 1,568.84 -
Derivative financial instruments 2,023.25 2,023.25
Receivables
- Lease receivables 20,06,924.99 1,53,821.41 18,53,103.58
Loans 68,248.05 8,916.78 59,331.27
Investments 100.03 2.92 97.11
Other financial assets 22,47,779.18 7,452.73 22,40,326.45
Total financial assets 43,28,109.26 1,73,227.60 41,54,881.66
Current tax assets (net) 6,373.08 6,373.08 -
Property, plant and equipment 138.86 - 138.86
Right of Use Assets 224.25 - 224.25
Other Intangible assets 16.51 - 16.51
Other non-financial assets 1,64,940.28 1,64,904.94 35.34
Total non-financial assets 1,71,692.98 1,71,278.02 414.96
Total Assets 44,99,802.24 3,44,505.62 41,55,296.62
Liabilities
Derivative financial instruments 5,669.33 - 5,669.33
Trade payable 245.71 245.71 (0.00)
Debt securities 19,41,749.53 59,429.90 18,82,319.63
Borrowings (other than debt securities) 19,42,416.65 1,04,847.35 18,37,569.30
Other financial liabilities 1,94,251.96 1,86,806.94 7445.02
Total financial liabilities 40,84,566.70 3,51,451.95 37,33,114.75
Non-financial liabilities
Provisions 535.71 519.66 16.05
Other non-financial liabilities 4,736.43 4,736.43 -
Total non-financial liabilities 5,272.14 5,256.09 16.05
Total liabilities 40,89,838.84 3,56,708.04 37,33,130.80
Equity
Equity share capital 1,30,685.06 - 1,30,685.06
Other equity 2,79,278.34 - 2,79,278.34
Total equity 4,09,963.40 - 4,09,963.40
Total Liabilities and Equity 44,99,802.24 3,56,708.04 41,43,094.20
195

b) Classification of balance sheet as at 31 March 2021
Particulars As at 31 March 2021

Line Item Amount Current Non-current
Assets
Financial Assets
Cash and cash equivalents 2,971.91 2,971.91 -
Bank balance other than (a) above 1,617.33 1,617.33 -
Derivative financial instruments 760.14 - 760.14
Receivables
- Lease receivables 16,55,689.91 1,29,055.37 15,26,634.54
Loans 69,698.15 8,422.10 61,276.05
Investments 119.82 9.17 110.65
Other financial assets 19,95,580.54 3,821.33 19,91,759.21
Total financial assets 37,26,437.80 1,45,897.21 35,80,540.59
Current tax assets (net) 9,333.87 9,333.87 -
Property, plant and equipment 109.45 - 109.45
Right of Use Assets 343.71 343.71
Other Intangible assets 0.41 - 0.41
Other non-financial assets 68,589.99 68,555.98 34.01
Total non-financial assets 78,377.43 77,889.85 487.58
Total Assets 38,04,815.23 2,23,787.06 35,81,028.17
Liabilities
Derivative financial instruments 3,601.28 - 3,601.28
Trade payable 507.61 507.61 -
Debt securities 17,85,747.89 1,36,119.71 16,49,628.18
Borrowings (other than debt securities) 14,45,358.90 77,201.36 13,68,157.54
Other financial liabilities 1,96,029.03 1,37,173.55 58,855.48
Total financial liabilities 34,31,590.59 3,51,114.58 30,80,476.01
Non-financial liabilities
Provisions 291.22 288.13 3.09
Other non-financial liabilities 13,799.60 13,799.60 -
Total non-financial liabilities 14,090.82 14,087.73 3.09
Total liabilities 34,45,681.41 3,65,202.31 30,80,479.10
Equity
Equity share capital 1,30,685.06 - 1,30,685.06
Other equity 2,28,448.76 - 2,28,448.76
Total equity 3,59,133.82 - 3,59,133.82
Total Liabilities and Equity 38,04,815.23 3,65,202.31 34,39,612.92
196

For the purpose of this note:-
i) The Company classify an assets as current when,
- It expects to realise the asset, or intends to sell or consume it, in its normal operating cycle;
- It holds the asset primarily for the purpose of trading;
- It expects to realise the asset within twelve months after the reporting period or;
- The asset is cash or a cash equivalents (as defined in Ind AS 7) unless the asset is restricted from been exchanged or used
to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non current.
ii) The Company classify a liability as current when,
- It expects to settle the liability in its normal operating cycle;
- It holds the liability primarily for the purpose of trading;
- The liability is due to be settled within twelve months after the reporting period or;
- It does not have an unconditional right to defer settlements of the liability for at least twelve months after the reporting period
(see paragraph 73). Terms of a liability that could at the option of the counterparty, result in its settlement by the issue of
equity instruments do not affects its classification.
All other liabilities are classified as non current.
Note No. 55: Additional Regulatory Information
(i) The Company holds Office building including parking area which has been capitalised from the date of taking possession.
However, the sale/transfer deed is still pending for execution in favour of the Company. The required details are as under:
Whether title deed

Reason for
Relevant holder is promoter,
Gross Title deeds Property not being
Sl. line item in director or relative # Description of item
carrying held in the held since held in the
No. the Balance of promoter/director or of property
value name of which date name of the
sheet employee of promoter/
Company**
director
(a) Property, 112.32 MMTC No Upper Ground Floor, April 11 Required
Plant and Limited East Tower, NBCC 2002 permission
Equipment* and NBCC Place, Pragati Vihar, of the
Limited Lodhi Road, New Government
Delhi-110003
*Stamp duty payable on the registration of office building works out to about Rs. 9.15 millions (as certified by approved valuer) ( 31 March 2021: Rs. 9.15 millions)
which will be accounted for on registration.
197

(ii) The Company does not hold any Investment Property in its books of accounts, so fair valuation of investment property is not
applicable.
(iii) During the year the Company has not revalued any of its Property, plant and equipment.
(iv) During the year, the Company has not revalued any of its Intangible assets.
(v) The Company has not granted any loans or advances to promoters, directors, KMP's and the related parties that are repayable
on demand or without specifying any terms or period of repayment.
(vi) The Company does not hold any Capital Work-in-Progress in its books of accounts, so ageing of Capital Work-in-Progress is not
applicable.
(vii) The Company does not hold any Intangible Assets under Development in its books of accounts, so ageing of Intangible Assets
under Development is not applicable.
(viii) No proceedings have been initiated or pending against the Company under the Benami Transactions (Prohibition) Act,1988.
(ix) The quarterly returns / statement of current assets filed by the Company with banks / financial institutions are in agreement with
the books of accounts.
(x) The Company has not been declared as a wilful defaulter by any bank or financial institution or any other lender.
(xi) Relationship with Struck off Companies
Name of Balance outstanding at Relationship with the

Si. Nature of Transactions
Struck off the end of the year as at Struck off Company, if
No. transactions during the year
Company March 31, 2022 any, to be disclosed
There is no transaction and outstanding balances with struck off companies
(xii) The Company has no cases of any charges or satisfaction yet to be registered with ROC beyond the statutory time limits.
(xiii) There is no investment made by the Company involving layers as per provisions of clause (87) of section 2 of the Act read with the
Companies (Restriction on number of Layers) Rules, 2017 hence are not applicable to the Company as per Section 2(45) of the
Companies Act,2013.
198
Note No. 55:
(xiv) Analytical Ratios
Reason for Variance

Ratio Numerator Denominator FY 2021-22 FY 2020-21 % Variance
(if more than 25%)
Capital to risk- Total Capital Fund Risk weighted assets along-with adjusted value of off 439.73% 420.46% -4.58 Not Applicable
weighted asset ratio balance sheet items
Tier I CRAR Capital Fund-Tier I 439.73% 420.46% -4.58 Not Applicable
Tier II CRAR Capital Fund-Tier II 0.00% 0.00% - Not Applicable
Liquidity Coverage High Quality Liquid Total Net Cash Outflows (Weighted Value of Total 0.50% 3.13% 83.96 Refer to note below*
Ratio with total Assets (HQLA) Cash Outflows(-) Minimum of (Weighted Value Total
Weighted value Cash Inflows, 75% of Weighted Value of Total Cash
Outflows)
Liquidity Coverage High Quality Liquid Total Net Cash Outflows (Unweighted Value of Total 0.58% 3.60% 83.96 Refer to note below*
Ratio with total Assets (HQLA) Cash Outflows(-) Minimum of (Unweighted Value Total
Unweighted value Cash Inflows, 75% Of Unweighted Value of Total Cash

Outflows)
Note: RBI vide its liquidity framework dated 4 November 2019 has stipulated the implementation of liquidity coverage ratio (LCR) for non-deposit taking NBFCs with asset
size of more than Rs. 10,000 crore w.e.f. 1 December 2020. LCR aims to ensure that Company has an adequate stock of unencumbered High-Quality Liquid Assets
(HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day liquidity stress scenario.
However, with reference to the RBI's letter no. S62/21.07.007/2021/22 dated April 26, 2021, IRFC is exempted from applicability of Liquidity Coverage Ratio (LCR) Norms.
(xv) No scheme of Arrangements has been approved by competent authority in terms of sections 230 to 237 of the Companies Act,2013 in respect of the Company.
(xvi) The Company has not provided nor taken any loan or advance to/from any other person or entity with the understanding that benefit of the transaction will go to a third
party, the ultimate beneficiary.
(xvii) The Company records all the transaction in the books of accounts properly and has no undisclosed income during the year or in previous years in the tax assessments
under the Income Tax Act, 1961.
(xviii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
199

Note 56 SCHEDULE TO THE BALANCE SHEET OF A NON-BANKING FINANCIAL COMPANY AS REQUIRED BY

PARA 19 UNDER MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY - SYSTEMICALLY IMPORTANT
NON-DEPOSIT TAKING COMPANY AND DEPOSIT TAKING COMPANY (RESERVE BANK) DIRECTIONS, 2016
(a)

S.
Particulars Amount Amount Amount Amount
No.
Outstanding Overdue Outstanding Overdue
Liabilities Side:
1) Loans and advances availed by the NBFC inclusive of
interest accrued thereon but not paid :
(a) Debentures/ Bonds :
- Secured 12,44,110.82 - 13,39,542.75 -
- Unsecured 6,97,638.71 - 4,17,234.87 -
(b) Deferred Credits - - - -
(c) Term Loans 19,42,416.65 - 14,45,358.90 -
(d) Inter-corporate loans and Other Borrowings - - - -
(e) Commercial Paper - - 28,970.27 -
(f) Public Deposits - - - -
(g) Fixed Deposits accepted from Corporates - - - -
(h) FCNR Loans - - - -
(i) External Commercial Borrowings - - - -
(j) Associated liabilities in respect of securitization transactions - - - -
(k) Subordinate debt (including NCDs issued through Public - - - -
issue)
(l) Other Short Term Loans and credit facilities from banks - - - -
2) Break-up of (1) (f) above (Outstanding public deposits
inclusive of interest accrued thereon but not paid) :
(a) In the form of Unsecured debentures - - - - -
(b) In the form of partly secured debentures i.e. Debentures - - - -
where there is a shortfall in the value of security
(c) Other public deposits - - - -
Asset side:
3) Break-up of Loans and Advances including bills receivables
[other than those included in (4) below] :
(a) Secured - - - -
(b) Unsecured 23,15,923.75 - 20,65,127.77 -
4) Break up of Leased Assets and stock on hire and
hypothecation loans counting towards AFC activities :
(i) Lease assets including lease rentals under sundry debtors :
(a) Financial lease 20,06,924.99 - 16,55,689.91 -
(b) Operating lease - - - -
(ii) Stock on hire including hire charges under sundry debtors :
(a) Assets on hire - - - -
(b) Repossessed Assets - - - -
(iii) Other loans counting towards AFC activities:
(a) Loans where assets have been repossessed - - - -
(b) Loans other than (a) above - - - -
200


S.
Particulars Amount Amount Amount Amount
No.
Outstanding Overdue Outstanding Overdue
5) Break-up of Investments :
Current Investments :
1. Quoted :
(i) Shares:(a) Equity - - - -
(b) Preference - - - -
(ii) Debentures and Bonds - - - -
(iii) Units of mutual funds - - - -
(iv) Government Securities - - - -
2. Unquoted :
(i) Shares: (a) Equity - - - -
(v) Investments in Pass Through Certificates under - - - -
securitization transactions
(vi) Commercial Papers - - - -
(vii) Investments in Pass Through Certificates - - - -
under securitization transactions
Long Term Investments :
1. Quoted :
(i) Shares: (a) Equity 97.11 - 107.73 -
2. Unquoted :
(i) Shares:(a) Equity - - - -
(v) Investments in Pass Through Certificates under 2.93 - 12.14 -
201
202
(b) Disclosures of Restructured accounts during the year
Others
Si.
Asset Classification Sub- Total
No. Standard Doubtful Loss
Standard
1 Restructured Accounts as on 1 April 2021 No. of borrowers - - - - -
Amount outstanding - - - -
Provision thereon - - - -
2 Fresh restructuring during the year No. of borrowers - - - - -
Amount outstanding - - - - -
Provision thereon - - - - -
3 Upgradations No. of borrowers - - - - -
4 Restructured standard advances which cease to attract No. of borrowers - - - - -
higher provisioning and / or additional risk weight at the end
of the year and hence need not be shown as restructured
standard advances at the beginning of the next year
5 Down gradations of restructured accounts during the year No. of borrowers - - - - -
6 Write-offs of restructured accounts during the year No. of borrowers - - - - -
7 Restructured Accounts as on 31 March 2022 No. of borrowers - - - - -

(c) Investments
As at As at
Particulars
31 March 2022 31 March 2021
1 Value of investments
i Gross value of investments
(a) In India 100.04 119.87
(b) Outside India - -
ii Provisions for depreciation
(a) In India 0.01 0.05
iii Net value of investments
(a) In India 100.03 119.82
2 Movement of provisions held towards depreciation on investments
i Opening balance 0.05 0.09
ii Add: Provisions made during the year (0.04) (0.04)
iii Less: Write-off/ write-back of excess provisions during the year - -
iv Closing balance 0.01 0.05
(d): Derivatives
A) Forward rate agreement/ Interest rate swap
As at As at
Particulars
31 March 2022 31 March 2021
i The notional principal of swap agreements 45,006.37 38,127.76
ii Losses which would be incurred if counterparties failed to fulfil their obligations 2,023.25 760.14
under the agreements
iii Collateral required by the NBFC upon entering into swaps - -
iv Concentration of credit risk arising from the swaps - -
v The fair value of the swap book (2,712.77) (2,841.14)
B) Exchange Traded Interest Rate (IR) Derivatives
As at As at
Particulars
31 March 2022 31 March 2021
i Notional Principal amount of exchange traded IR Derivatives undertaken during - -
the year
ii Notional Principal amount of exchange traded IR Derivatives Outstanding - -
iii Notional Principal amount of exchange traded IR Derivatives Outstanding and - -
not highly effective
iv Mark to Market Value of exchange traded IR Derivatives outstanding and not - -
highly effective
203

C) Risk Exposure in Derivatives (currency and interest rate derivatives)

Qualitative disclosure
The Company enters into derivatives for the purpose of hedging and not for trading/speculation purposes.
The Company has framed a risk management policy duly approved by the board in respect of its External Commercial Borrowings
(ECBs). A risk management committee comprising the Managing Director and Director Finance has been formed to monitor,
analyse and control the currency and interest rate risk in respect of ECBs.
The Company avails various derivative products like currency forwards, Cross Currency swap, Interest rate swap etc. for hedging
the risks associated with its ECBs.
Quantitative disclosures
As at 31 March 2022
Cross Currency
SI. Currency Interest rate
Particulars & Interest Rate
No derivatives derivatives
Derivatives
i Derivatives ( notional principal amount) 44,122.23 31,072.31 13,934.06
For hedging
ii Marked to market positions
a) Asset - - 411.09
b) Liability 933.31 3,123.86 -
iii Credit exposure 4,612.03 5,576.30 550.43
iv Unhedged exposure 6,38,910.83 - 6,43,663.38
As at 31 March 2021
Cross Currency
SI. Currency Interest rate
Particulars & Interest Rate
No derivatives derivatives
Derivatives
i Derivatives ( notional principal amount) - 24,607.13 13,520.63
For hedging
ii Marked to market positions
a) Asset - - 298.34
b) Liability - 3,139.48 -
iii Credit exposure - 3,375.92 534.46
iv Unhedged exposure - - 5,22,038.52
D)
Derivative Instruments
The Company judiciously contracts financial derivative instruments in order to hedge currency and / or interest rate risk. All
derivative transactions contracted by the Company are in the nature of hedging instruments with a defined underlying liability. The
Company does not deploy any financial derivative for speculative or trading purposes.
204

(a) The Company uses foreign currency forward contracts to hedge its risk associated with foreign currency fluctuations in
respect its External Commercial Borrowings.
Outstanding foreign exchange forward contracts entered into by the Company which have been used for hedging the foreign
currency risk on repayment of external commercial borrowings (principal portion):

Borrowing Borrowing
No. of outstanding in INR equivalent No. of outstanding in foreign INR equivalent
Currency
Contracts foreign Currency (million) Contracts Currency (USD (million)
(USD/JPY Million) Million)
4 200.00 USD 15,234.00 - - -
11 32,856.00 JPY 20,590.86 - - -
(b) In respect of following External Commercial Borrowings, the Company has executed cross currency swap to hedge the
foreign exchange exposure in respect of both principal outstanding and interest payments and converted its
underlying liability from one foreign currency to another:

Borrowing Notional Borrowing Notional
No. of No. of Remarks
outstanding in USD outstanding in USD
Contracts Contracts
foreign Currency equivalent foreign Currency equivalent
1 JPY 12000 Million 145.90 1 JPY 12000 Million 145.90 Back to back recovery of INR/
Million Million USD exchanges rate variation
from MOR.
1 JPY 3000 Million 37.04 1 JPY 3000 Million 37.04 Back to back recovery of INR/
Million Million USD exchange rate variation
from MOR.
1 USD 25 Million 25 Million 1 USD 25 Million 25 Million Back to back recovery of
INR/USD exchange rate
variation from MOR.
variation from MOR.
variation from MOR.
variation from MOR.
variation from MOR.
variation from MOR.
205


Borrowing Notional Borrowing Notional
No. of No. of Remarks
outstanding in USD outstanding in USD
Contracts Contracts
foreign Currency equivalent foreign Currency equivalent
1 USD 25 Million 25 Million Back to back recovery of
variation from MOR.
variation from MOR.
variation from MOR.
(c) The foreign currency borrowings which have not been hedged, are as follows:

No of Borrowing outstanding in No of Borrowing outstanding Remarks
Contracts foreign Currency Contracts in foreign Currency
1 REG S/144A Green Bonds USD 1 USD 3 Million
500 Million
1 USD 500 Million 1 USD 500 Million
1 JPY 26,231.25 Million 1 JPY 26,231.25 Million
(Equivalent to USD 250 Million) (Equivalent to USD 250
Million)
1 JPY 32,856 Million 1 JPY 32,856 Million
Million)
1 USD 75 Million 1 USD 150 Million Back to back recovery of
1 JPY 33,189 million (Equivalent to 1 JPY 33,189 million exchange rate variation from MOR.
USD 300 Million) (Equivalent to USD 300
Million)
1 USD 1 Billion 1 USD 1 Billion
1 USD 2 Billion 1 USD 2 Billion
1 JPY 35,400.63 Million 1 JPY 35,400.63 Million
Million)
1 SYND Green FCL JPY EQ. USD
400M MAR'22
1 SYND Green FCL JPY EQ. USD
700M MAR'22
206

(d) Other than currency forward contracts, the Company also resorts to interest rate derivatives like Cross Currency Interest
Rate Swap and Interest Rate Swap for hedging the interest rate risk associated with its external commercial borrowings.
The Company recognizes these derivatives in its Financial Statements at their Fair Values. Further, in view of the fact that these
derivatives are Over the Counter (OTC) contracts customized to match the residual tenor and value of the underlying liability, the
Company relies on the valuations done by the counter parties to the derivative transactions using the theoretical valuation models.
Fair Value Asset Fair Value Asset

No. of
Description of Derivative Notional Principal / (liability) at 31 / (liability at 31
transaction
March 2022 March 2021
2 Cross Currency Interest Rate Swap JPY 12 Bn. / USD Mio (4,736.02) (3,500.36)
(JPY Fixed Interest Rate Liability to 145.90; JPY 3 Bn. / USD
USD Floating Rate Liability) Mio 37.04
2 Foreign Currency Interest Rate JPY 12 Bn. / USD Mio 411.09 298.34
Swap (Floating Rate USD Libor to 145.90; JPY 3 Bn. / USD
Fixed Rate ) Mio 37.04
1 Cross Currency Interest Rate Swap USD 25 Million 220.42 66.84
(USD Floating to INR Fixed)
1 Cross Currency Interest Rate Swap USD 25 Million 148.03
207

(e )
Securitization/Assignments
The Company has not entered into any securitization transaction during the year. However, the Company had entered into two
securitization transactions in respect of its lease receivables from MoR on 25 January 2010 and 24 March 2011. As per IND AS
109, financial instruments, the gain on these transactions was recognised in the year of transactions, itself.

A)
Securitization of Minimum Retention Requirement
In terms of the Minimum Retention Requirement (MRR) as contained in the draft guidelines issued by RBI in April
2010, the Company had invested 5% of the total securitized amount towards MMR in respect of its second securitization
transaction executed in 2011. The present exposure on account of securitization transaction at 31 March 2022 is Rs.2.93
millions (31 March 2021: Rs. 12.14 millions). The details are as below:
As at As at
Particulars
31 March 2022 31 March 2021
1 No. of SPVs sponsored by the NBFC for securitisation transactions 2 2
2 Total amount of securitised asset as per books of the SPVs sponsored 75.90 513.88
3 Total amount of exposures retained by the NBFC to comply with MRR as on 2.93 12.14
the date of balance sheet *
a) Off-balance sheet exposures
First loss - -
Others 2.93 12.14
b) On-balance sheet exposures
First loss - -
Others - -
4 Amount of exposures to securitisation transactions other than MRR NIL NIL
*Impairment loss as per Ind AS 109 has been made for an amount of Rs. (.01 million) for the year ended 31 March 2022 (31 March 2021: Rs. (0.05 million))
B) Detail of financial assets sold to securitisation/reconstruction company for asset reconstruction
Company has not sold any financial assets to Securitization / Reconstruction Company for asset construction during
the year ended on 31 March 2022. (31 March 2021: Rs. NIL).
C) Detail of assignments transection undertaken by company
Company has not undertaken any assignment transaction during the year ended on 31 March 2022. (31 March 2021: Rs. NIL,).
(f) Details of non-Performing financial assets purchased or sold
Company has neither purchased nor sold any non-performing financial assets during the year ended on 31 March 2022. (31
March 2021: Rs. NIL)
(g)
Exposures
(I):
Exposure to real Estate sector
The Company does not have any exposure to real estate sector.
208

(II): Exposure to capital market
As at As at
Particulars
31 March 2022 31 March 2021
i Direct investment in equity shares, convertible bonds, convertible debentures and
units of equity-oriented mutual funds the corpus of which is not exclusively invested
in corporate debt (includes investment in fully convertible preference shares
- At Cost 19.99 19.99
- At Fair Value 97.11 107.73
ii Advances against shares / bonds / debentures or other securities or on clean basis - -
to individuals for investment in shares (including IPOs / ESOPs), convertible bonds,
convertible debentures, and units of equity-oriented mutual funds
iii Advances for any other purposes where shares or convertible bonds or convertible - -
debentures or units of equity oriented mutual funds are taken as primary security
iv Advances for any other purposes to the extent secured by the collateral security of - -
shares or convertible bonds or convertible debentures or units of equity oriented
mutual funds i.e. where the primary security other than shares / convertible bonds /
convertible debentures / units of equity oriented mutual funds 'does not fully cover
the advances (excluding loans where security creation is under process)
v Secured and unsecured advances to stockbrokers and guarantees issued on - -
behalf of stockbrokers and market makers
vi Loans sanctioned to corporates against the security of shares/ bonds / debentures - -
or other securities or on clean basis for meeting promoters contribution to the
equity of new companies in anticipation of raising resources
vii Bridge loans to companies against expected equity flows / issues - -
viii Underwriting commitments taken up by the NBFCs in respect of primary issue of - -
shares or convertible bonds or convertible debentures or units of equity oriented
mutual funds
ix Financing to stockbrokers for margin trading - -
x All exposures to Alternative Investment Funds: - -
(i) Category I
(ii) Category II
(iii) Category III
xi All exposures to Venture Capital Funds (both registered and unregistered) - -
Total exposure to capital market 97.11 107.73
209

(h) Details of financing of parent company product
The company has no parent company hence this detail is not applicable to company.
(i) Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL) exceeded by the NBFC
The Reserve Bank of India has issued Systemically Important Non-Banking Financial (Non-Deposit Accepting or Holding)
Companies Prudential Norms (Reserve Bank) Directions, 2015 vide notification no.DNBR.009/CGM(CDS)-2015 dated 27th March
2015. The Company, being a Government Company, these Directions, except the provisions contained in Paragraph 25 thereof,
are not applicable to the Company.
(j) Details of unsecured loans, advances, lease income and interest income receivables
The outstanding amounts against unsecured loans, advances & lease receivables are as under:
As at As at
Particulars
31 March 2022 31 March 2021
Ministry of Railways, Government of India
- Lease receivables 20,06,924.99 16,55,689.91
- Other receivables/(payables) - -
Rail Vikas Nigam Limited, a wholly owned entity of Ministry of Railways, Govt. of 56,216.00 51,518.86
India
IRCON International Limited 12,306.14 18,459.20
Interest accrued thereon( RVNL & IRCON) 13,621.66 10,993.24
Total 20,89,068.79 17,36,661.21
(k) Registration obtained from other financial regulator sector
As at As at
Particulars
31 March 2022 31 March 2021
Registration obtained from other financial sector regulators NIL NIL
(l) Disclosure of penalties imposed by RBI and other financial regulator
As at As at
Particulars
31 March 2022 31 March 2021
Disclosure of Penalties imposed by RBI and other regulators NIL NIL
(m) Related Party Transections
For Related party transactions, refer note no. 53 of the financial statements
(n) Remuneration of Directors
For Remuneration of directors, refer note no. 53 of the financial statements
210

(o) Ratings assigned by credit rating agencies and migration of ratings during the year
a. Rating assigned by credit rating agencies and migration of ratings during the year:
As at As at
S.No Particulars
31 March 2022 31 March 2021
Long Term Rating
1 CRISIL CRISIL AAA / CRISIL AAA /
Stable Stable
2 ICRA ICRA AAA / Stable ICRA AAA / Stable
3 CARE CARE AAA / CARE AAA /
Stable Stable
Short Term Rating
1 CRISIL CRISIL A1+ CRISIL A1+
2 ICRA ICRA A1+ ICRA A1+
3 CARE CARE A1+ CARE A1+
b. Long term foreign currency issuer rating assigned to the Company
As at As at
S.No Particulars
31 March 2022 31 March 2021
Long Term Rating
1 Fitch Rating BBB-/ Negative BBB-/ Negative
2 Standard & Poor BBB-/ Stable BBB-/ Stable
3 Moody's Baa3/Stable Baa3/Negative
4 Japanese Credit Rating Agency BBB+/Stable BBB+/Stable
(p) Revenue Recognition
Refer accounting policy in note no. 2 for Significant Accounting Policies.
(q) Provisions & Contingencies
As at As at
Particulars
31 March 2022 31 March 2021
Provisions and Contingencies Refer Note 34 Refer Note 34
(r ) Draw-Down from Reserves
As at As at
Particulars
31 March 2022 31 March 2021
Drawn down from reserves NIL NIL
211

(s) Concentration of advances, exposures and NPAs
(I) Concentration of Deposits
As at As at
Particulars
31 March 2022 31 March 2021
Concentration of Deposits (for deposit taking NBFCs) Company is a non Company is a non
deposit accepting deposit accepting
NBFC NBFC
(II) Concentration of advances
As at As at
Particulars
31 March 2022 31 March 2021
Total advances to twenty largest borrowers 41,52,376.82 36,25,087.44
Percentage of advances to twenty largest borrowers to total advances of the NBFC 100% 100%
(III) Concentration of exposures
As at As at
Particulars
31 March 2022 31 March 2021
Total exposure to twenty largest borrowers/ customers 41,52,473.93 36,25,195.17
Percentage of exposure to twenty largest borrowers/ customers to total 100% 100%
exposure of the NBFC on borrowers/customers
(IV) Concentration of NPAs NIL NIL
(V) Sector-wise NPAs NIL NIL
(VI) Movement of NPAs NIL NIL
(VII): Disclosure of complaints

Investor complaints
As at As at
Particulars
31 March 2022 31 March 2021
(a) No. of complaints pending at the beginning of the year - -
(b) No. of complaints received during the year 2,641 4,693
(c) No. of complaints redressed during the year 2,641 4,693
(d) No. of complaints pending at the end of the year - -
Note: The above figure includes complaints lodged by Equity Shareholders also post listing of the Company.
(t) Overseas Assets NIL NIL
(u) Off-balance sheet SPVs sponsored NIL NIL
(v) There are been no fraud reported during the year ended 31 March 2022 and 31 March 2021.
212

w) Borrower group-wise classification assets financed

Category Amount of Net provision Amount of Net provision
Secured Unsecured Total Secured Unsecured Total
1. Related Parties
(a) Subsidiaries - - - - -
(b) Companies in the same group - - - - -
(c) Other related parties 43,22,848.74 43,22,848.74 - 37,20,817.68 37,20,817.68
2. Other than related parties - - - -
Total 43,22,848.74 43,22,848.74 - 37,20,817.68 37,20,817.68
Investor group-wise classification of all investments ( current and long term ) in shares and securities ( both quoted
and unquoted ):

Market value/ "Book value Market value/ "Book value
Category
Break up/or fair ( net of Break up/or fair ( net of
value of NAV provision)" value of NAV provision)"
1. Related Parties
(a) Subsidiaries - - - -
(b) Companies in the same group - - - -
(c) Other related parties 97.11 97.11 107.73 107.73
2. Other than related parties 2.93 2.92 12.14 12.09
Total 100.04 100.03 119.87 119.82
Other information:
As at As at
Particulars
31 March 2022 31 March 2021
i) Gross Non-Performing Assets :
(a) Related parties - -
(b) Other than related parties - -
ii) Net Non-Performing Assets :
(a) Related parties - -
(b) Other than related parties - -
iii) Assets acquired in satisfaction of debt : - -
(x) Asset liability management maturity pattern of certain items of Assets and Liabilities
Refer financial instrument notes 38.9
213

(i) A comparison between provisions required under extant prudential norms on Income Recognition, Asset Classification and
Provisioning (IRACP) and impairment allowances made under Ind AS 109 for the year ended 31 March 2022
Loss Provisions Difference

Asset Gross
Allowances required between
Asset Classification as per classification Carrying Net Carrying
(Provisions) as as per Ind AS 109
RBI Norms as per Ind AS Amount as Amount
required under IRACP provisions and
109 per Ind AS
Ind AS 109 norms IRACP norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)
Performing Assets
Standard * Stage 1 20,89,173.93 328.61 20,88,845.32 328.61 -
Stage 2 - - - - -
Subtotal for standard 20,89,173.93 328.61 20,88,845.32 328.61 -
Non-Performing Assets (NPA)
Substandard Stage 3
Doubtful - up to 1 year Stage 3 - - - - -
1 to 3 years Stage 3 - - - - -
More than 3 years Stage 3 - - - - -
Subtotal for doubtful
Loss Stage 3
Subtotal for NPA - - - - -
Other items such as guarantees, Stage 1 - - - - -

loan commitments, etc. which
are in the scope of Ind AS 109
but not covered under current
Income Recognition, Asset
Classification and Provisioning
(IRACP) norms
Stage 2
Stage 3
Subtotal - - - - -
Total Stage 1 20,89,173.93 328.61 20,88,845.32 328.61 -
Stage 2 - - - -
Stage 3 - - - - -
Total 20,89,173.93 328.61 20,88,845.32 328.61 -
*Standard assets includes amount recoverable from ministry of railways being due from sovereign. The Reserve Bank of India has granted exemption to the Company
in respect of classification of asset, provisioning norms and credit concentration norms to the extent of direct exposure to sovereign ( refer note no. 42(a) (i) )
214

(ii) A comparison between provisions required under extant prudential norms on Income Recognition, Asset Classification and
Provisioning (IRACP) and impairment allowances made under Ind AS 109 for the year ended 31 March 2021
Loss Provisions Difference

Asset Gross
Allowances required between
Asset Classification as per classification Carrying Net Carrying
(Provisions) as as per Ind AS 109
RBI Norms as per Ind AS Amount as Amount
required under IRACP provisions and
109 per Ind AS
Ind AS 109" norms IRACP norms
(1) (2) (3) (4) (5)=(3)-(4) (6) (7)=(4)-(6)
Performing Assets
Standard * Stage 1 17,36,799.30 324.00 17,36,475.30 324.00 -
Stage 2 - - - - -
Subtotal for standard 17,36,799.30 324.00 17,36,475.30 324.00 -
Non-Performing Assets (NPA)
Substandard Stage 3
Doubtful - up to 1 year Stage 3 - - - - -
1 to 3 years Stage 3 - - - - -
More than 3 years Stage 3 - - - - -
Subtotal for doubtful
Loss Stage 3
Subtotal for NPA - - - - -
Other items such as Stage 1 - - - - -
guarantees, loan
commitments, etc. which are
in the scope of Ind AS 109
but not covered under current
Income Recognition, Asset
Classification and Provisioning
(IRACP) norms
Stage 2
Stage 3
Subtotal - - - - -
Total Stage 1 17,36,799.30 324.00 17,36,475.30 324.00 -
Stage 2 - - - -
Stage 3 - - - - -
Total 17,36,799.30 324.00 17,36,475.30 324.00 -
*Standard assets includes amount recoverable from ministry of railways being due from sovereign. The Reserve Bank of India has granted exemption to the Company
in respect of classification of asset, provisioning norms and credit concentration norms to the extent of direct exposure to sovereign ( refer note no. 42(a) (i)
215

Since the total impairment allowances under Ind AS 109 is equal to the total provisioning required under IRACP (including standard
asset provisioning) as at 31 March 2022, no amount is required to be transferred to ‘Impairment Reserve’. The gross carrying
amount of asset as per Ind AS 109 and Loss allowances (Provisions) thereon includes interest accrual on net carrying value of
stage - 3 assets as permitted under Ind AS 109. While, the provisions required as per IRACP norms does not include any such
interest as interest accrual on NPAs is not permitted under IRACP norms.
The balance in the ‘Impairment Reserve’ (as and when created) shall not be reckoned for regulatory capital. Further, no withdrawals
shall be permitted from this reserve without prior permission from the Department of Supervision, RBI.
(ii) In terms of recommendations as per above referred notification, the Company has adopted the same definition of
default for accounting purposes as guided by the definition used for regulatory purposes.
As at 31 March 2022, there are no loan accounts that are past due beyond 90 days but not treated as impaired.
Note 58 DISCLOSURES AS REQUIRED UNDER COVID 19 REGULATORY PACKAGE - ASSET

CLASSIFICATION AND PROVISIONING ISSUED BY RBI VIDE NOTIFICATION NO. RBI/2019-20/220 DOR.No.
BO.BC.63/21/04.048/2019 -20 DATED 17 APRIL 2020
As at 31 March As at 31 March
S.no Particulars
2022 2021
i Respective amounts in SMA / overdue categories, where the moratorium / Nil Nil
deferment was extended in terms of paragraph 2 & 3 of the aforesaid notification
ii Respective amount where asset classification benefit is extended Nil Nil
iii Provisions made during the year 2021-22 Nil Nil
iv. Provisions adjusted during the respective accounting periods against slippages Nil Nil
and residual provisions in terms of paragraph 6 of the aforesaid notification
Note 59 DISCLOSURES AS REQUIRED UNDER GUIDELINES ON LIQUIDITY RISK MANAGEMENT

FRAMEWORK FOR NBFCS ISSUED BY RBI VIDE NOTIFICATION NO. RBI/2019-20/88 DOR.NBFC (PD) CC.
NO. 102 /03.10.001/2019-20 DATED 4 NOVEMBER 2019
Public Disclosures on Liquidity Risk:
A. Funding Concentration based on significant counterparty
Particulars
2022 2021
Number of Significant Counterparties* - -
Amount in (Millions) - -
Percentage of Funding Concentration of Total Deposits N/A N/A
Percentage of Funding Concentration of Total Liabilities N/A N/A
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019 A
“Significant counterparty” is defined as a single counterparty or group of connected or affiliated counterparties accounting in
aggregate for more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFCs
216

B. Top 10 Borrowings
Particulars
2022 2021
Total Amount of Top 10 Borrowings 10,04,840.20 9,73,584.08
Percentage of Amount of Top 10 Borrowings to total borrowings (%) 25.87% 30.13%
Total Borrowings 38,84,166.18 32,31,106.79
C. Funding Concentration based on significant instrument/product
As at Percentage(%) of As at Percentage(%) of
Particulars
31 March 2022 Total Liabilities 31 March 2021 Total Liabilities
Significant instrument/Product
Non-convertible debentures 16,94,491.39 41.43% 15,53,752.18 45.09%
Term loan from Banks (including FCNR 12,61,444.40 30.84% 8,88,268.00 25.78%
loans)
External Commercial Borrowings 6,64,163.01 16.24% 5,37,916.30 15.61%
Associated liabilities in respect of - - - -
Public deposits - - - -
Subordinated redeemable non- - - - -
convertible debentures
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019
A "significant instrument/product" is defined as a single instrument/product of group of similar instruments/products which in
aggregate amount to more than 1% of the NBFC-NDSI's, NBFC-Ds total liabilities and 10% for other non-deposit taking NBFCs
D. Stock Ratios
Percentage(%)
As at Percentage(%) Percentage(%) of
Particulars of Total Public
31 March 2022 of Total Assets Total Liabilities
Funds
Commercial Papers (CPs) - NA 0.00% 0.00%
Non-convertible debentures (NCDs) with - NA NA NA
original maturity of less than one year
Other short-term liabilities 79,067.38 NA 1.76% 1.93%
Percentage(%)
As at Percentage(%) Percentage(%) of
Particulars of Total Public
31 March 2021 of Total Assets Total Liabilities
Funds
Commercial Papers (CPs) 28,970.27 NA 0.76% 0.84%
Non-convertible debentures (NCDs) with - NA NA NA
original maturity of less than one year
Other short-term liabilities 47,200.04 NA 1.24% 1.37%
As per RBI Notification No. RBI/2019-20/88 DOR.NBFC (PD) CC. NO. 102 /03.10.001/2019-20 DATED 4 November 2019 A "Other
short-term liabilities" is defined as a all short-term borrowings other than CPs and NCDs with original maturity less than 12 months.
217

E. Institutional set-up for liquidity risk management
Year Ended 31.03.2022 Year Ended 31.03.2021

Particulars Total Weighted Total Unweighted Total Weighted Total Unweighted
Value (Average) Value (Average) Value (Average) Value (Average)
Total High Quality Liquid Assets (HQLA) 178.83 178.83 673.36 673.36
Cash Outflows
Outflows Related to Derivative Exposures
and Other Collateral Requirement
Other Contractual Funding Obligation 1,42,534.52 1,23,943.06 86,063.40 74,837.74
Other Contingent Funding Obligation
Total Cash Outflows 1,42,534.52 1,23,943.06 86,063.40 74,837.74
Cash Inflows
Inflows From Fully Performing Exposures 1,32,567.59 1,76,756.78 1,01,966.74 1,35,955.66
Other Cash Inflows
Total Cash Inflows 1,32,567.59 1,76,756.78 1,01,966.74 1,35,955.66
Total HQLA 178.83 178.83 673.36 673.36
Total Net Cash Outflows (Weighted 35,633.63 30,985.77 21,515.85 18,709.44
Value of Total Cash Outflows(-)
Minimum of (Weighted Value Total Cash
Inflows, 75% of Weighted Value of Total
Cash Outflows)
Liquidity Coverage Ratio (%)* 0.50 0.58 3.13 3.60
*RBI vide its liquidity framework dated 04th November, 2019 has stipulated the implementation of liquidity coverage ratio (LCR) for non-deposit taking NBFCs with
asset size of more than Rs. 10,000 crore w.e.f. 01 December, 2020. LCR aims to ensure that company has an adequate stock of unencumbered High-Quality Liquid
Assets (HQLA) that can be converted into cash easily and immediately to meet its liquidity needs for a 30 calendar day liquidity stress scenario.
However with reference to the RBI's letter no. S62/21.07.007/2021/22 dated April 26, 2021, IRFC is exempted from applicability of Liquidity Coverage Ratio (LCR)
Norms.
Note 60:
a) Previous year figures have been regrouped/ rearranged, whenever necessary, in order to make them comparable with those of the
current year.
FRN 323288E
Sd/- Sd/- Sd/- Sd/-

M.No. 060030 FCS: 6876 DIN: 07935630 DIN: 03315975

Date: 20th May 2022
218
Independent Auditor’s Report

To
The Members,
Indian Railways Finance Corporation Limited,
Report on the Audit of the Standalone Financial the ethical requirements that are relevant to our audit of the
Statements financial statements under the provisions of the Companies Act,
2013 and the Rules there-under, and we have fulfilled our other
OPINION ethical responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence we
We have audited the standalone financial statements of Indian
have obtained is sufficient and appropriate to provide a basis for
Railway Finance Corporation Limited (“the Company”), which
our opinion.
comprise the balance sheet as at 31st March, 2022 and the
statement of Profit and Loss (including Other Comprehensive EMPHASIS OF MATTERS
Income), Statement of Changes in Equity, and the Statement of
Cash Flows for the year then ended, and notes to the financial We draw attention towards:
statements, including a summary of significant accounting
policies and other explanatory information. 1. Reconciliation & Balance confirmation from Ministry of
Railway (MoR) have been done for the FY- 2016-17, 2017-
In our opinion and to the best of our information and according to 18 & 2018-19 for lease rental receivable. Reconciliation &
the explanations given to us, the aforesaid standalone financial Balance confirmation from MoR for the FY-2019-20, 2020-21
statements give the information required by the Act in the manner and 2021-22 are yet to be completed. Please Refer to Note-
so required and give a true and fair view in conformity with the 6 & 33.
accounting principles generally accepted in India, of the state
of affairs of the Company as at 31st March,2022 and the profit 2. In respect of Advance against Project Assets, Utilization
and total comprehensive income, changes in equity, and its cash Certificates have been received from time-to-time from the
flows for the year ended on that date. Ministry of Railway (MoR). Please refer to Note-46.
BASIS FOR OPINION We have determined the matters described below to be the
Key Audit Matters to be communicated:-
We conducted our Audit in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of the Companies Key audit matters are those matters that, in our professional
Act, 2013. Our responsibilities under those Standards are further judgment, were of most significance in our audit of financial
described in the Auditor’s Responsibilities for the Audit of the statements of the audit period. These matters were addressed
Financial Statements section of our report. We are independent in the context of out audit of the financial statements as a whole,
of the Company in accordance with the Code of Ethics issued and in forming our opinion thereon, and we do not provide a
by the Institute of Chartered Accountants of India together with separate opinion on these matters.
S.No. Key Audit Matters Auditor’s Response

1. The government has introduced new section 115BAA by After adoption of Section 115BAA, the taxable income under
the Taxation Law (Amendment) Ordinance, 2019 w.e.f F.Y. the normal provision income tax may become NIL. Further after
2019-20, which provides an option to opt for a income adoption of section 115BAA, the company will be outside the
tax rate of 22%, Surcharge 10% & Health and Education scope and applicability of MAT Provision under section 115JB
Cess at 4% by any domestic company. By opting this total of Income Tax Act, 1961. Hence, no tax liability may be there for
effective tax rate will be at 25.17% (under normal provision the F.Y 2021-22 on the company.
of income tax) as against earlier effective tax rate of Hence, no tax provision has been created for the year ended
34.95% (under normal provision of income tax). However, 31.03.2022.
the earlier effective tax rate under MAT was 21.55% which
was applicable on the company.
2. Compliance in respect of SEBI (LODR) regulation 2015 The number of independent directors on the board was less
then half of the total strength of the Board as required under
SEBI (LODR) regulation,2015 and the DPE guidelines.
219
Responsibilities of Management and Those Charged • Identify and assess the risks of material misstatement of the
with Governance for the Financial Statements financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks,
The Company’s Board of Directors is responsible for the matters and obtain audit evidence that is sufficient and appropriate
stated in section 134(5) of the Companies Act, 2013 (“the Act”) to provide a basis for our opinion. The risk of not detecting
with respect to the preparation of these standalone financial a material misstatement resulting from fraud is higher than
statements that give a true and fair view of the financial position, for one resulting from error, as fraud may involve collusion,
financial performance, changes in equity and cash flows of the forgery, intentional omissions, misrepresentations, or the
Company in accordance with the accounting principles generally override of internal control.
accepted in India, including the accounting Standards specified
under section 133 of the Act. This responsibility also includes • Obtain an understanding of internal control relevant to
maintenance of adequate accounting records in accordance the audit in order to design audit procedures that are
with the provisions of the Act for safeguarding of the assets appropriate in the circumstances. Under section 143(3)
of the Company and for preventing and detecting frauds and (i) of the Companies Act, 2013, we are also responsible
other irregularities; selection and application of appropriate for expressing our opinion on whether the company has
implementation and maintenance of accounting policies; making adequate internal financial controls system in place and the
judgments and estimates that are reasonable and prudent; and operating effectiveness of such controls.
design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the • Evaluate the appropriateness of accounting policies used
accuracy and completeness of the accounting records, relevant and the reasonableness of accounting estimates and related
to the preparation and presentation of the financial statement that disclosures made by management.
give a true and fair view and are free from material misstatement, • Conclude on the appropriateness of management's use of
whether due to fraud or error. the going concern basis of accounting and, based on the
In preparing the financial statements, management is responsible audit evidence obtained, whether a material uncertainty
for assessing the Company’s ability to continue as a going exists related to events or conditions that may cast
concern, disclosing, as applicable, matters related to going significant doubt on the Company's ability to continue as
concern and using the going concern basis of accounting unless a going concern. If we conclude that a material uncertainty
management either intends to liquidate the Company or to cease exists, we are required to draw attention in our auditor's
operations, or has no realistic alternative but to do so. report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion.
Those Board of Directors are also responsible for overseeing the Our conclusions are based on the audit evidence obtained
Company’s financial reporting process. up to the date of our auditor's report. However, future events
or conditions may cause the Company to cease to continue
as a going concern.
Auditor’s Responsibilities for the Audit of the
Financial Statements • Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
Our objectives are to obtain reasonable assurance about
whether the financial statements represent the underlying
whether the financial statements as a whole are free from material
transactions and events in a manner that achieves fair
misstatement, whether due to fraud or error, and to issue an
presentation.
auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit Materiality is the magnitude of misstatement in the standalone
conducted in accordance with SAs will always detect a material financial statements that, individually or in aggregate, makes
misstatement when it exists. Misstatements can arise from fraud it probable that the economic decisions of a reasonable
or error and are considered material if, individually or in the knowledgeable user of the financial statements may be
aggregate, they could reasonably be expected to influence the influenced. We consider quantitative materiality and qualitative
economic decisions of users taken on the basis of these financial factors in (i) Planning the scope of our audit work and in
statements. evaluating the results of our work: and (ii) to evaluate the effect of
any identified misstatements in the financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism We communicate with those charged with governance regarding,
throughout the audit. We also: among other matters, the planned scope and timing of the
220
audit and significant audit findings, including any significant f) In terms of Notification No. GSR 463(E) dated 05.06.2015
deficiencies in internal control that we identify during our audit. issued by Ministry of Corporate Affairs, Government of
India, provisions of Sub-section 2 of Section 164 of
We also provide those charged with governance with a statement the Act, are not applicable to the Company, being a
that we have complied with relevant ethical requirements government company.
regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought g) With respect to the adequacy of the internal financial
to bear on our independence, and where applicable, related controls over financial reporting of the Company and
safeguards. the operating effectiveness of such controls, as referred
to “Annexure B” of Audit Report.
From the matters communicated with those charged with
governance, we determine those matters that were of most h) The company being the government company owned
significance in the audit of the financial statements of the current by the Central Govt., therefore section 197 (16) of the
period and are therefore the key audit matters. We describe these Companies Act 2013 shall not apply vide Notification
matters in our auditor's report unless law or regulation precludes no. GSR 463(E) dated 5th June 2015.
public disclosure about the matter or when, in extremely rare
i) With respect to the other matters to be included in
circumstances, we determine that a matter should not be
the Auditor’s Report in accordance with Rule 11 of
communicated in our report because the adverse consequences
the Companies (Audit and Auditors) Rules, 2014, and
of doing so would reasonably be expected to outweigh the public
Companies (Audit and Auditors) Amendment Rules
interest benefits of such communication.
2021, in our opinion and to the best of our information
and according to the explanations given to us:
Report on Other Legal and Regulatory Requirements:
i. The Company has disclosed the impact of pending
1. As required by the Companies (Auditor’s Report) Order, 2020 litigations on its financial position in its financial
(“the Order”), issued by the Central Government of India in statements – Refer Disclosure Note 34 to the
terms of sub-section (11) of section 143 of the Companies financial statements;
Act, 2013, we give in the “Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the ii. The Company has made provision, as required
extent applicable. under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term
2. As required by Section 143(3) of the Act, we report that: contracts including derivative contracts – Refer
Note 38 to the financial statements;
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and iii. There has been no delay in transferring amounts,
belief were necessary for the purposes of our audit read required to be transferred, to the Investor Education
with mentioned under the emphasis of matter . and Protection Fund by the Company- Refer
Disclosure Note 47(b) to the financial statements;
b) In our opinion, proper books of account as required by
law have been kept by the Company so far as it appears iv. a. The Company has represented that, to the
from our examination of those books. best of it’s knowledge and belief, other than
c) There is no branch office of the company. as disclosed in the notes to the accounts,
no funds have been advanced or loaned or
d) The Balance Sheet, the Statement of Profit and Loss invested (either from borrowed funds or share
including other comprehensive income, Statement of premium or any other sources or kind of funds)
changes of Equity and the Statement of Cash Flow dealt by the company to or in any other person(s)
with by this Report are in agreement with the books of or entity(ies), including foreign entities
account. (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
e) In our opinion, the aforesaid standalone financial
the Intermediary shall, whether, directly or
statements comply with the Accounting Standards
indirectly lend or invest in other persons or
specified under Section 133 of the Act, read with Rule 7
entities identified in any manner whatsoever
of the Companies (Accounts) Rules, 2014.
221
by or on behalf of the company (“Ultimate the circumstances; nothing has come to our
Beneficiaries”) or provide any guarantee, notice that has caused us to believe that the
security or the like on behalf of the Ultimate representations under sub-clause (a) and (b)
Beneficiaries; contain any material mis-statement.
b. The Company has represented, that, to the v. The dividend declared or paid during the year by
best of it’s knowledge and belief, other than the company is in compliance with section 123 of
as disclosed in the notes to the accounts, no the Companies Act, 2013.
funds have been received by the company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the For KBDS & Co.
understanding, whether recorded in writing Chartered Accountants
or otherwise, that the company shall, whether, Firm Reg. No: 323288E
directly or indirectly, lend or invest in other
persons or entities identified in any manner
Sd/-
whatsoever by or on behalf of the Funding
(CA Dashrath Kumar Singh)
Party (“Ultimate Beneficiaries”) or provide any
Partner
guarantee, security or the like on behalf of the
M. No. - 060030
Ultimate Beneficiaries;
c. Based on such audit procedures that we have Place: Gandhinagar, Gujrat
considered reasonable and appropriate in Date: 20.05.2022.
222
Annexure “A” to the Independent Auditor’s Report on the financial statements

(Referred to in Para 1 under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial Statements for the year ended 31st March, 2022)
1. a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment.
(B) The company is maintaining proper records showing full particulars of Intangible assets but the same is subject to
verification.
b) The Company has a regular program of physical verification of its Property, Plant and Equipment by which all fixed assets are
verified once in three years but the same has not been carried on during the FY-2021-22. In accordance with this program,
physical verification is reasonable having regard to the size of the Company and the nature of its assets.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deed of all the immovable properties (other than properties where the company is the lessee and the lease agreements
are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company except
the title deed of office building is yet to be executed in favour of the company.
Details of Office premises are as below:
Whether
Gross promotor, Reason for not being
Held in name
Description of property carrying director or Period held held in name of
of
value their relative Company
or employee
Office Building at NBCC Rs. 112.32 Occupied by No Since April 11 Property held by NBCC
Place including parking area Million (as IRFC Ltd on 2002. Ltd and MMTC Ltd under
per book the basis of leasehold agreement from
value) Agreement to DDA. Thereafter, DDA
Sale under lease constructed building and
hold from NBCC given to IRFC Ltd on lease
Ltd and MMTC basis under Agreement to
Ltd Sale /Transfer.
It will be transferred as and
when it will be freehold in
the hand of NBCC Ltd &
MMTC Ltd
d) According to the information and explanation given to inventory. Therefore, the provisions of paragraph 3 (ii)(a)
us, the company has not revalued its Property, Plant and of the Order are not applicable to the Company.
Equipment (including Right of Use assets) or intangible
assets or both during the year ended 31st March , 2022. (b) According to the information and explanation given to
us, during year ended 31st March , 2022, the company
e) According to the information and explanation given to has not been sanctioned working capital limits in excess
us, there has not been any proceeding initiated or are of five crores rupees, in aggregate, from banks or
pending against the company for holding any benami financial institutions on the basis of security of current
property under the Benami Transactions (Prohibition) assets. Hence , there is no requirement of filing of
Act, 1988 (45 of 1988) and rules made thereunder, if so, quarterly returns or statements;
whether the company has appropriately disclosed the
details in its financial statements; 3. According to information and explanations given to us,
during the year ended 31st , March 2022 the Company has
2. (a) The Company is a Non-Banking Finance Company not made investments in, provided any granted or security
and not in the business of any trading, manufacturing, or granted any loans or advances in the nature of loans,
mining or processing. Accordingly, it does not hold any secured or unsecured, to companies, firms, Limited Liability
223
Partnerships or any other parties. Therefore, the provisions 6. According to the information and explanations given to us,
of paragraph 3 (iii) of the Companies (Auditor’s Report) the Central Government has not prescribed the maintenance
Order, are not applicable to the Company. of cost records under sec on 148(1) of the Companies Act, for
any of the services rendered by the Company. Accordingly,
4. According to information and explanations given to us and clauses 3(vi) of the Companies (Auditor’s Report) Order are
based on audit procedures performed, the company has not applicable to the Company.
complied with the provisions of sections 185 and 186 of
the Companies Act, 2013 in respect of loans, investments, 7. a) According to the information and explanations given to
guarantees and securities provided by the Company as us and on the basis of our examination of the records
specified under sections 185 and 186 of the Companies Act, of the Company, amounts deducted/ accrued in the
2013. books of account in respect of undisputed statutory
dues including Goods and Services Tax, Provident
5. As per the information and explanations given to us, the Fund, Employees’ State Insurance, Income- tax, Sales
Company has not accepted any deposits as mentioned in tax, Service tax, Duty of customs, Duty of excise, Value
the directives issued by the Reserve Bank of India and the added tax, Cess and other material statutory dues have
provisions of section 73 to 76 or any other relevant provisions generally been regularly deposited during the year by
of the Companies Act and the companies (Acceptance of the Company with the appropriate authorities except the
Deposit) Rules, 2015 and the rules made thereunder. following:
Auditors’ Opinion Management reply

TDS outstanding demand as per TDS portal as on 31.03.2022 is As explained to us , on receipt of details from the Zonal office of
Rs 167.50 million due to short deduction of TDS in view of Lower Ministry of Railways, TDS returns shall be revised and demand
deduction Certificate. will be reduced.
b) According to the information and explanations given b) According to the information and explanations given to
to us, no undisputed amounts payable in respect of us, the company is not declared willful defaulter by bank
Goods & Service Tax ,Provident Fund, Employees State or financial institution or other lender.
Insurance, Income-Tax, Sales Tax, Service Tax, Duty
of Custom, Duty of excise, VAT, Cess and any other c) According to the information and explanations given to
statutory dues were in arrears as at 31st March, 2022 us, term loans were applied for the purpose for which
for a period of more than six months from the date they the loans were obtained.
became payable.
d) According to the information and explanations given
c) According to the information and explanations given to us, funds raised on short term basis have not been
to us, there is no disputed statutory dues referred utilized for long term purposes.
to in sub-clause (a) has not been deposited with the
e) According to the information and explanations given to
appropriate authorities except the demands of Income
us, the company has not taken any funds from any entity
tax which has not been deposited by the company on
or person on account of or to meet the obligations of its
account of dispute as the company is confident that the
subsidiaries, associates or joint ventures. Therefore, the
demands will be either deleted or substantially reduced
provisions of paragraph 3 (ix) (e) are not applicable to
and proper disclosure regarding the same has been
the Company.
given in Note No. 34 of the financial Statement.
f) According to the information and explanations given to
8. According to the information and explanations given to us, no
us, the company has not raised loans during the year
transactions not recorded in the books of account have been
ended 31st March , 2022 on the pledge of securities
surrendered or disclosed as income during the year in the tax
held in its subsidiaries, joint ventures or associate
assessments under the Income Tax Act, 1961 (43 of 1961).
companies. Therefore, the provisions of paragraph 3
9. a) In our opinion, and according to information and (ix) (e) are not applicable to the Company.
explanations given by the management, the company
10. According to the information and explanations given by the
has not defaulted in making repayment of loans or
management and based on our audit procedures performed
borrowing or in the payment of interest thereon from a
we report that no money raised by way of initial public offer
Financial Institution, Banks or dues to debenture holders/
(IPO) & follow on Public Offer (FPO). Hence, 10(a) & 10(b) is
bond holders or government as at Balance Sheet date.
not applicable.
224
11. a) To the best of our knowledge and belief and according c) Since the Company is not a Core Investment Company (CIC)
to the information and explanations given to us, we as defined in the regulations made by the Reserve Bank of
report that no fraud by the company or on the company India. So clause 16 (c ) is not applicable to the Company.
has been noticed or reported during the year.
17. According to the information and explanations given to us,
b) There is no report under sub-section (12) of section company has not incurred cash losses in the year ended 31st
143 of the Companies Act filed by us in Form ADT-4 March, 2022 and in immediately preceding financial year.
as prescribed under rule 13 of Companies (Audit and
Auditors Rules), 2014 with the Central Government. 18. According to information and explanation given to us, there
is no resignation of the statutory Auditors during the year
c) According to the information and explanations given ended 31st March , 2022 ;
by the management, the Company has not received
whistle-blower complaints during the year ended 31st 19. According to information and explanation given to us and
March, 2022. on the basis of our examination of financial ratios, ageing
and expected dates of realization of financial assets
12. According to the information and explanations given to and payment of financial liabilities, other information
us, the Company is not a Nidhi company. Accordingly, accompanying the financial statements, Board of Directors
paragraph 3(xii)(a) of the Order is not applicable. and management plans, no material uncertainty exists as
on the date of the audit report and the company is capable
13. According to the information and explanations given by of meeting its liabilities existing at the date of balance sheet
the management, transactions with the related parties are as and when they fall due within a period of one year from
in compliance with sections 177 and 188 of Companies the balance sheet date.
Act, where applicable and the details have been disclosed
in the notes to the financial statements, as required by the 20. a). According to information and explanation given to us,
applicable accounting standards. the company has transferred unspent amount, if any, to
a Fund specified in Schedule VII to the Companies Act
14. a) According to the information and explanations given within a period of six months of the expiry of the financial
by the management, the company has internal audit year in compliance with second proviso to sub-section
system which commensurate with the size and nature (5) of section 135 of the said Act;
of its business.
b). According to information and explanation given to us the
b) Internal Audit Report of Quarter ended June, 2021, Sept remaining unspent amount, if any, under sub-section (5)
2021, Dec 2021 & March 2022 Quarter have been of the Companies Act, pursuant to any ongoing project,
considered while conducting Statutory Audit. shall be transferred to special account in compliance
with the provision of sub-section (6) of section 135 of
15. According to the information and explanations given to us
the said Act (Refer Disclosure Note-49).
and based on audit procedures performed, the Company
has not entered into any non-cash transactions with directors 21. According to information and explanation given to us, there
or persons connected with him which are covered under is no consolidated Financial Statements. Therefore, Para No
Section 192 of Companies Act. Accordingly, paragraph 3(xv) 21 of CARO is not applicable.
of the Order is not applicable;
For KBDS & Co.
16. a) According to the information and explanations given to
Chartered Accountants
us, the Company is a Non-Banking Finance Company
Firm Reg. No: 323288E
and is required to be registered under Section 45-IA of
the Reserve Bank of India Act, 1934 and accordingly,
the registration has been obtained; Sd/-
b) As per information and explanations available, the Partner
Company has not conducted any Non-Banking M. No. - 060030
Financial or Housing Finance activities without a valid UDIN: 22060030AJMDLH6491
Certificate of Registration (CoR) from Reserve Bank of Place: Gandhinagar, Gujrat
India as per the Reserve Bank of India Act 1934; Date: 20.05.2022.
225
Annxure “B” to the Independent Auditor’s Report

(Referred to in Para 2(g) under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial statements for the year ended 31st March , 2022)
Report on the Internal Financial Controls under controls over financial reporting was established and maintained
Clause (i) of Sub-section 3 of Section 143 of the and if such controls operated effectively in all material respects.
Companies Act, 2013 (“the Act”)
Our audit involves performing procedures to obtain audit evidence
We have audited the internal financial controls over financial about the adequacy of the Internal financial controls system over
reporting of Indian Railway Finance Corporation Limited (“the financial reporting and their operating effectiveness. Our audit
company”) as of 31 March, 2022 in conjunction with our audit of internal financial controls over financial reporting included
of the Standalone Financial Statements of the Company for the obtaining an understanding of internal financial controls over
year ended on that date. financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The
Management’s Responsibility for Internal Financial
procedure selected depend on the auditor’s judgment, including
Controls:
the assessment of the risks of material misstatement of the
The Company’s management is responsible for establishing and financial statements, whether due to fraud or error.
maintaining internal financial controls based on the internal control
We believe that the audit evidence we have obtained is sufficient
over financial reporting criteria established by the Company
and appropriate to provide a basis for our audit opinion on the
considering the essential components of internal control stated
Company’s internal financial controls system over financial reporting.
in the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting issued by the Institute of Chartered
Accountants of India (‘ICAI’). These responsibilities include the Meaning of Internal Financial Controls over Financial
design, implementation and maintenance of adequate internal Reporting:
financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including A company’s internal financial control over financial reporting is
adherence to company’s policies, the safeguarding of its assets, a process designed to provide reasonable assurance regarding
the prevention and detection of frauds and errors, the accuracy the reliability of financial reporting and the preparation of financial
and completeness of the accounting records, and the timely statements for external purposes in accordance with generally
preparation of reliable financial information, as required under accepted accounting principles.
the Companies Act, 2013. A company’s internal financial control over financial reporting
includes those policies and procedures that :
Auditors’ Responsibility:
Pertain to the maintenance of records that, in reasonable detail,
Our responsibility is to express an opinion on the Company's accurately and fairly reflect the transactions and dispositions of
internal financial controls over financial reporting based on our the assets of the company;
audit. We conducted our audit in accordance with the Guidance
Note, to the extent applicable to an Audit of Internal Financial Provide reasonable assurance that transactions are recorded
Controls over Financial Reporting (the “Guidance Note”) and as necessary to permit preparation of financial statements in
the Standards on Auditing, issued by ICAI and deemed to be accordance with generally accepted accounting principles, and
prescribed under section 143(10) of the Companies Act, 2013, that receipts and expenditures of the company are being made
to the extent applicable to an audit of internal financial controls. only in accordance with authorizations of management and
Those Standards and the Guidance Note require that we comply directors of the company; and Provide reasonable assurance
with ethical requirements and plan and perform the audit to obtain regarding prevention or timely detection of unauthorized
reasonable assurance about whether adequate internal financial acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
226
Inherent Limitations of Internal Financial Controls components of internal control stated in the Guidance Note
Over Financial Reporting: issued by the Institute of Chartered Accountants of India except
the following area where the internal control system required to
Because of the inherent limitations of internal financial controls be improved :
over financial reporting, including the possibility of collusion
or improper management override of controls, material Amount payable to or receivable from Ministry of Railways in
misstatements due to error or fraud may occur and not be respect of Liabilities and Assets against transactions of Financial
detected. Also, projections of any evaluation of the internal Statement are subject to reconciliation and confirmation by the
financial controls over financial reporting to future periods are Ministry of Railways ( MoR). Please refer to Financial Note-6,
subject to the risk that the internal financial control over financial Disclosure Note- 33 & 46.
reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. For KBDS & Co.
Opinion:
In our opinion, to the best of our information and according Sd/-

to explanation given to us, the Company has, in all material (CA Dashrath Kumar Singh)
respects, an adequate internal financial controls system over Partner
financial reporting and such internal financial controls over M. No. - 060030
financial reporting were operating effectively as at 31 March UDIN: 22060030AJMDLH6491
2022, based on the internal control over financial reporting Place: Gandhinagar, Gujrat
criteria established by the Company considering the essential Date: 20.05.2022.
227
Annexure C to the Independent Auditor’s Report on the financial statements

Direction under section 143(5) of the new Companies Act, 2013
S.
Particulars Reply
NO.
1 Whether the company has system in place to process all The company has an IT system to process its accounting
the accounting transactions through IT system? If Yes, the transactions. The company follows accounting software Tally to
implication of processing of accounting transaction outside record its accounting transactions.
IT system on the integrity of the accounts along with the
financial implication, if any, may be stated
2 Whether there is any restructuring if an existing loan or There is no restructuring of an existing loan or cases of waiver
cases of waiver/ write off of debts/loans/interest etc. made /write off of debts/loan/interest etc. made by a lender to the
by a lender to the company due to the company’s inability company due to the company’s inability to repay the loan.
to reply the loan ? If yes the financial impact may be stated Hence financial impact of such cases is nil.
3 Whether funds received/ receivable for specific schemes No grants received during the year. The company has not
from central/state agencies were properly accounted for received any grants form CENTRAL/STATE agencies unutilized
/ utilized as per its term and conditions? List the cases of funds pending with the company are being utilized as per terms
deviation. & conditions of grants.
For KBDS & Co.

Sd/-
Partner
M. No. - 060030
Place: Gandhinagar, Gujrat
Date: 20.05.2022.
228
Non-Banking Financial Companies Auditors’ Report For The Year Ended 31st March 2022
To
Members,
Dear Sir, on Non-Banking Financial Company –Systematically

Important Non-Deposit taking Company and Deposit
As required by the “ Non-Banking Financial Companies Auditors’ Taking Company (Reserve Bank) Directions, 2016 vide
Report (Reserve Bank) Directions, 2016 issued by the Reserve No. DNBR.008/03.10.119/2016-17 dated September 1,
Bank of India on the matters specified in Para 3 and 4 of the said 2016. Further , the Company , has followed the Accounting
Directions to the extent applicable to the Corporation, We report Standards, Income Recognition, asset classification
that: and provisioning for Bad and Doubtful Debts/ being a
Government Non-Banking Financial Company as defined
1. The Company is engaged in the business of non-banking
under clause (45) of Section 2 of the Companies Act ,2013
financial institution, having valid Certificate of Registration as
(18 of 2013) except the income recognition and assets
an Infrastructure Finance Company issued by Reserve Bank
classification (IRAC) norms, standard assets provisioning
of India vide No is B-14.00013 dated 22.11.2010. Further ,
and exposure norms to Ministry of Railways , Government of
the Company is entitled to continue to hold such registration
India granted by RBI vide their letter no DNBR(PD) CO. No.
in terms of its asset / income pattern as on 31.03.2022.
1271/03.10.001/2018-19 dated 21.12.2018.
2. The Company is meeting the requirement of net owned
6. As per the information and explanation given to us, the
funds applicable to an Infrastructure Finance Company
Statement of Capital Funds , Risk Assets/exposures and risk
as contained in Master Direction-Non Banking Financial
ratio (DNBS-03 Return) has been filed by the Company for
Company-Systemically Important Non Deposit taking
the quarter ended 31.03.2022 on the basis of the provisional
Company and deposit taking Company (Reserve Bank)
financial results.
Direction 2016.
3. According to the information and explanation given to us , For KBDS & Co.
the RBI Directions as to deposits are not applicable to the Chartered Accountants
Company. Therefore , the Board of Directors of the Company Firm Reg. No: 323288E
has not passed any resolution for non-acceptance of any
public deposits during the year 2021-22. Sd/-
4. The Company has not accepted any public deposits during
Partner
the financial year 2021-22.
M. No. - 060030
5. For the Financial Year ending 31 March, 2022, the UDIN: 22060030AJMDLH6491
Company has complied with the Accounting Standards, Place: Gandhinagar, Gujrat
Income recognition norms as per the RBI Master Directions Date: 20.05.2022.
229
Revised Independent Auditor’s Report

To
The Members,
Indian Railways Finance Corporation Limited,
Report on the Audit of the Standalone Financial described in the Auditor’s Responsibilities for the Audit of the
Statements Financial Statements section of our report. We are independent
of the Company in accordance with the Code of Ethics issued
OPINION by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the
We have audited the standalone financial statements of Indian
financial statements under the provisions of the Companies Act,
Railway Finance Corporation Limited (“the Company”), which
2013 and the Rules there-under, and we have fulfilled our other
comprise the balance sheet as at 31st March, 2022 and the
ethical responsibilities in accordance with these requirements
statement of Profit and Loss (including Other Comprehensive
and the Code of Ethics. We believe that the audit evidence we
Income), Statement of Changes in Equity, and the Statement of
have obtained is sufficient and appropriate to provide a basis for
Cash Flows for the year then ended, and notes to the financial
our opinion.
statements, including a summary of significant accounting
policies and other explanatory information. EMPHASIS OF MATTERS
In our opinion and to the best of our information and according to We draw attention towards:
the explanations given to us, the aforesaid standalone financial
1. Reconciliation & Balance confirmation from Ministry of
statements give the information required by the Act in the manner
Railway (MoR) have been done for the FY- 2016-17, 2017-
so required and give a true and fair view in conformity with the
18 & 2018-19 for lease rental receivable. Reconciliation &
accounting principles generally accepted in India, of the state
Balance confirmation from MoR for the FY-2019-20, 2020-21
of affairs of the Company as at 31st March,2022 and the profit
and 2021-22 are yet to be completed. Please Refer to Note-
and total comprehensive income, changes in equity, and its cash
6 & 33.
flows for the year ended on that date.
2. In respect of Advance against Project Assets, Utilization
This report has been revised consequent upon observations Certificates have been received from time-to-time from the
of Comptroller of Auditor General of India during the course of Ministry of Railway (MoR). Please refer to Note-46.
audit u/s 139(5) of the Companies Act, 2013 as amended, for
the year ended on 31st March, 2022, and this report supersedes We have determined the matters described below to be the
our earlier report dated 20th May, 2022 under section 143 of the Key Audit Matters to be communicated: -
Companies Act, 2013.
Key audit matters are those matters that, in our professional
BASIS FOR OPINION judgment, were of most significance in our audit of financial
statements of the audit period. These matters were addressed
We conducted our Audit in accordance with the Standards on in the context of out audit of the financial statements as a whole,
Auditing (SAs) specified under section 143(10) of the Companies and in forming our opinion thereon, and we do not provide a
Act, 2013. Our responsibilities under those Standards are further separate opinion on these matters.
S.No. Key Audit Matters Auditor’s Response

1. The government has introduced new section 115BAA by After adoption of Section 115BAA, the taxable income under
the Taxation Law (Amendment) Ordinance, 2019 w.e.f F.Y. the normal provision income tax may become NIL. Further after
2019-20, which provides an option to opt for a income adoption of section 115BAA, the company will be outside the
tax rate of 22%, Surcharge 10% & Health and Education scope and applicability of MAT Provision under section 115JB
Cess at 4% by any domestic company. By opting this total of Income Tax Act, 1961. Hence, no tax liability may be there for
effective tax rate will be at 25.17% (under normal provision the F.Y 2021-22 on the company.
of income tax) as against earlier effective tax rate of Hence, no tax provision has been created for the year ended
34.95% (under normal provision of income tax). However, 31.03.2022.
the earlier effective tax rate under MAT was 21.55% which
was applicable on the company.
2. Compliance in respect of SEBI (LODR) regulation 2015 The number of independent directors on the board was less
than half of the total strength of the Board as required under
SEBI (LODR) regulation,2015 and the DPE guidelines.
230
Responsibilities of Management and Those Charged to provide a basis for our opinion. The risk of not detecting
with Governance for the Financial Statements a material misstatement resulting from fraud is higher than
for one resulting from error, as fraud may involve collusion,
The Company’s Board of Directors is responsible for the matters forgery, intentional omissions, misrepresentations, or the
stated in section 134(5) of the Companies Act, 2013 (“the Act”) override of internal control.
with respect to the preparation of these standalone financial
statements that give a true and fair view of the financial position, • Obtain an understanding of internal control relevant to
financial performance, changes in equity and cash flows of the the audit in order to design audit procedures that are
Company in accordance with the accounting principles generally appropriate in the circumstances. Under section 143(3)
accepted in India, including the accounting Standards specified (i) of the Companies Act, 2013, we are also responsible
under section 133 of the Act. This responsibility also includes for expressing our opinion on whether the company has
maintenance of adequate accounting records in accordance adequate internal financial controls system in place and the
with the provisions of the Act for safeguarding of the assets operating effectiveness of such controls.
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate • Evaluate the appropriateness of accounting policies used
implementation and maintenance of accounting policies; making and the reasonableness of accounting estimates and related
judgments and estimates that are reasonable and prudent; and disclosures made by management.
design, implementation and maintenance of adequate internal • Conclude on the appropriateness of management's use of
financial controls, that were operating effectively for ensuring the the going concern basis of accounting and, based on the
accuracy and completeness of the accounting records, relevant audit evidence obtained, whether a material uncertainty
to the preparation and presentation of the financial statement that exists related to events or conditions that may cast
give a true and fair view and are free from material misstatement, significant doubt on the Company's ability to continue as
whether due to fraud or error. a going concern. If we conclude that a material uncertainty
In preparing the financial statements, management is responsible exists, we are required to draw attention in our auditor's
for assessing the Company’s ability to continue as a going report to the related disclosures in the financial statements
concern, disclosing, as applicable, matters related to going or, if such disclosures are inadequate, to modify our opinion.
concern and using the going concern basis of accounting unless Our conclusions are based on the audit evidence obtained
management either intends to liquidate the Company or to cease up to the date of our auditor's report. However, future events
operations, or has no realistic alternative but to do so. or conditions may cause the Company to cease to continue
as a going concern.
Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process. • Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures, and
whether the financial statements represent the underlying
Auditor’s Responsibilities for the Audit of the transactions and events in a manner that achieves fair
Financial Statements presentation.
Our objectives are to obtain reasonable assurance about Materiality is the magnitude of misstatement in the standalone
whether the financial statements as a whole are free from material financial statements that, individually or in aggregate, makes
misstatement, whether due to fraud or error, and to issue an it probable that the economic decisions of a reasonable
auditor’s report that includes our opinion. Reasonable assurance knowledgeable user of the financial statements may be
is a high level of assurance, but is not a guarantee that an audit influenced. We consider quantitative materiality and qualitative
conducted in accordance with SAs will always detect a material factors in (i) Planning the scope of our audit work and in
misstatement when it exists. Misstatements can arise from fraud evaluating the results of our work: and (ii) to evaluate the effect of
or error and are considered material if, individually or in the any identified misstatements in the financial statements.
aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial We communicate with those charged with governance regarding,
statements. among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant
As part of an audit in accordance with SAs, we exercise deficiencies in internal control that we identify during our audit.
professional judgment and maintain professional skepticism
throughout the audit. We also: We also provide those charged with governance with a statement
that we have complied with relevant ethical requirements
• Identify and assess the risks of material misstatement of the regarding independence, and to communicate with them all
financial statements, whether due to fraud or error, design relationships and other matters that may reasonably be thought
and perform audit procedures responsive to those risks, to bear on our independence, and where applicable, related
and obtain audit evidence that is sufficient and appropriate safeguards.
231
From the matters communicated with those charged with g) With respect to the adequacy of the internal financial
governance, we determine those matters that were of most controls over financial reporting of the Company and
significance in the audit of the financial statements of the current the operating effectiveness of such controls, as referred
period and are therefore the key audit matters. We describe these to “Annexure B” of Audit Report.
matters in our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare h) The company being the government company owned
circumstances, we determine that a matter should not be by the Central Govt., therefore section 197 (16) of the
communicated in our report because the adverse consequences Companies Act 2013 shall not apply vide Notification
of doing so would reasonably be expected to outweigh the public no. GSR 463(E) dated 5th June 2015.
interest benefits of such communication.
i) With respect to the other matters to be included in
the Auditor’s Report in accordance with Rule 11 of
Report on Other Legal and Regulatory Requirements: the Companies (Audit and Auditors) Rules, 2014, and
Companies (Audit and Auditors) Amendment Rules
1. As required by the Companies (Auditor’s Report) Order, 2020 2021, in our opinion and to the best of our information
(“the Order”), issued by the Central Government of India in and according to the explanations given to us:
terms of sub-section (11) of section 143 of the Companies
Act, 2013, we give in the “Annexure A”, a statement on the i. The Company has disclosed the impact of pending
matters specified in paragraphs 3 and 4 of the Order, to the litigations on its financial position in its financial
extent applicable. statements – Refer Disclosure Note 34 to the
financial statements;
2. As required by Section 143(3) of the Act, we report that:
ii. The Company has made provision, as required
a) We have sought and obtained all the information and under the applicable law or accounting standards,
explanations which to the best of our knowledge and for material foreseeable losses, if any, on long-term
belief were necessary for the purposes of our audit read contracts including derivative contracts – Refer
with mentioned under the emphasis of matter. Note 38 to the financial statements;
b) In our opinion, proper books of account as required by iii. There has been no delay in transferring amounts,
law have been kept by the Company so far as it appears required to be transferred, to the Investor Education
from our examination of those books. and Protection Fund by the Company- Refer
Disclosure Note 47(b) to the financial statements;
c) There is no branch office of the company.
iv. a. The Company has represented that, to the
d) The Balance Sheet, the Statement of Profit and Loss
best of it’s knowledge and belief, other than
including other comprehensive income, Statement of
as disclosed in the notes to the accounts,
changes of Equity and the Statement of Cash Flow dealt
no funds have been advanced or loaned or
with by this Report are in agreement with the books of
invested (either from borrowed funds or share
account.
premium or any other sources or kind of funds)
e) In our opinion, the aforesaid standalone financial by the company to or in any other person(s)
statements comply with the Accounting Standards or entity(ies), including foreign entities
specified under Section 133 of the Act, read with Rule 7 (“Intermediaries”), with the understanding,
of the Companies (Accounts) Rules, 2014. whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or
f) In terms of Notification No. GSR 463(E) dated 05.06.2015 indirectly lend or invest in other persons or
issued by Ministry of Corporate Affairs, Government entities identified in any manner whatsoever
of India, provisions of Sub-section 2 of Section 164 of by or on behalf of the company (“Ultimate
the Act, are not applicable to the Company, being a Beneficiaries”) or provide any guarantee,
government company. security or the like on behalf of the Ultimate
Beneficiaries;
232
b. The Company has represented, that, to the representations under sub-clause (a) and (b)
best of it’s knowledge and belief, other than contain any material mis-statement.
as disclosed in the notes to the accounts, no
funds have been received by the company v. The dividend declared or paid during the year by
from any person(s) or entity(ies), including the company is in compliance with section 123 of
foreign entities (“Funding Parties”), with the the Companies Act, 2013.
understanding, whether recorded in writing
or otherwise, that the company shall, whether, For KBDS & Co.
directly or indirectly, lend or invest in other Chartered Accountants
persons or entities identified in any manner Firm Reg. No: 323288E
whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any Sd/-
guarantee, security or the like on behalf of the (CA Dashrath Kumar Singh)
Ultimate Beneficiaries; Partner
M. No. - 060030
c. Based on such audit procedures that we have UDIN: 22060030AMSNQA8669
considered reasonable and appropriate in
the circumstances; nothing has come to our Place: Delhi
notice that has caused us to believe that the Date: 12.07.2022.
233
Annexure “A” to the Independent Auditor’s Report on the financial statements

(Referred to in Para 1 under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial Statements for the year ended 31st March, 2022)
1. a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of
Property, Plant and Equipment.
(B) The company is maintaining proper records showing full particulars of Intangible assets but the same is subject to
verification.
b) The Company has a regular program of physical verification of its Property, Plant and Equipment by which all fixed assets are
verified once in three years but the same has not been carried on during the FY-2021-22. In accordance with this program,
physical verification is reasonable having regard to the size of the Company and the nature of its assets.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company,
the title deed of all the immovable properties (other than properties where the company is the lessee and the lease agreements
are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the company except
the title deed of office building is yet to be executed in favour of the company.
Details of Office premises are as below:
Whether
Gross promotor, Reason for not being
Held in name
Description of property carrying director or Period held held in name of
of
value their relative Company
or employee
Office Building at NBCC Rs. 112.32 Occupied by No Since April 11 Property held by NBCC
Place including parking area Million (as IRFC Ltd on 2002. Ltd and MMTC Ltd under
per book the basis of leasehold agreement from
value) Agreement to DDA. Thereafter, DDA
Sale under lease constructed building and
hold from NBCC given to IRFC Ltd on lease
Ltd and MMTC basis under Agreement to
Ltd Sale /Transfer.
It will be transferred as and
when it will be freehold in
the hand of NBCC Ltd &
MMTC Ltd
d) According to the information and explanation given to (b) According to the information and explanation given to
us, the company has not revalued its Property, Plant and us, during year ended 31st March, 2022, the company
Equipment (including Right of Use assets) or intangible has not been sanctioned working capital limits in excess
assets or both during the year ended 31st March, 2022. of five crores rupees, in aggregate, from banks or
financial institutions on the basis of security of current
e) According to the information and explanation given to assets. Hence, there is no requirement of filing of
us, there has not been any proceeding initiated or are quarterly returns or statements;
pending against the company for holding any benami
property under the Benami Transactions (Prohibition) 3. According to information and explanations given to us,
Act, 1988 (45 of 1988) and rules made thereunder. during the year ended 31st, March 2022 the Company has
made investments in, provided any granted or security
2. (a) The Company is a Non-Banking Finance Company or granted any loans or advances in the nature of loans,
and not in the business of any trading, manufacturing, secured or unsecured, to companies, firms, Limited Liability
mining or processing. Accordingly, it does not hold any Partnerships or any other parties during the year:
inventory. Therefore, the provisions of paragraph 3 (ii)(a)
of the Order are not applicable to the Company.
234
a. The company has not provided loans or provided 4. According to information and explanations given to us and
advances in the nature of loans, or stood guarantee, based on audit procedures performed, the company has
or provided security to any other entity except loans complied with the provisions of sections 185 and 186 of the
and advances given under principal course of business Companies Act, specified under sections 185 and 186 of the
being a NBFC company. Therefore, this clause is not Companies Act, 2013.
applicable.
5. As per the information and explanations given to us, the
b. The investments made, guarantees provided, security Company has not accepted any deposits as mentioned in
given and the terms and conditions of the grant of the directives issued by the Reserve Bank of India and the
such all loans and advances in the nature of loans provisions of section 73 to 76 or any other relevant provisions
and guarantees provided are not prejudicial to the of the Companies Act and the companies (Acceptance of
company’s interest; Deposit) Rules, 2015 and the rules made thereunder.
6. According to the information and explanations given to us,
c. In respect of loans and advances in the nature of loans,
the Central Government has not prescribed the maintenance
the schedule of repayment of principal and payment
of cost records under sec on 148(1) of the Companies Act, for
of interest has been stipulated and the repayments or
any of the services rendered by the Company. Accordingly,
receipts are regular as per stipulation;
clauses 3(vi) of the Companies (Auditor’s Report) Order are
d. There is no overdue amount in respect of remaining not applicable to the Company.
outstanding amount as at the balance sheet date; 7. a) According to the information and explanations given to
us and on the basis of our examination of the records
e. No loan or advance, in the nature of loan granted which
of the Company, amounts deducted/ accrued in the
has fallen due during the year, has been renewed or
books of account in respect of undisputed statutory
extended or fresh loans granted to settle the overdue of
dues including Goods and Services Tax, Provident
existing loans given to the same parties;
Fund, Employees’ State Insurance, Income- tax, Sales
f. The company has not granted any loans or advances tax, Service tax, Duty of customs, Duty of excise, Value
in the nature of loans either repayable on demand or added tax, Cess and other material statutory dues have
without specifying any terms or period of repayment generally been regularly deposited during the year by
during the year. the Company with the appropriate authorities except the
following:
Auditors’ Opinion Management reply

TDS outstanding demand as per TDS portal as on As explained to us, on receipt of details from the Zonal office of
31.03.2022 is Rs 167.50 million due to short deduction of Ministry of Railways, TDS returns shall be revised and demand
TDS in view of Lower deduction Certificate. will be reduced.
b) According to the information and explanations given to us, no undisputed amounts payable in respect of Goods & Service
Tax, Provident Fund, Employees State Insurance, Income-Tax, Sales Tax, Service Tax, Duty of Custom, Duty of excise, VAT,
Cess and any other statutory dues were in arrears as at 31st March, 2022 for a period of more than six months from the date
they became payable.
c) According to the information and explanations given to us and as certified by the management on which we have relied upon,
the disputed demand of Income tax has been raised & adjusted by Income Tax Department against advance tax (TDS) as per
Assessment Order. Against such demand, the Company has filed an appeal with Income tax Department. A disclosure regarding
the same has been given in Note No. 34 of the financial Statement. Details of disputed demand is mentioned below:
Disputed dues Pending Authority where

Nature of dues Name of Statute Disputed dues Period
adjusted/paid Amt appeal is pending
Income tax Income Tax Act 2043.26 Million 2043.26 Million Nil Asst Yr- CIT (A)
2019-20
235
8. According to the information and explanations given to us, c) According to the information and explanations given
no transactions not recorded in the books of account have by the management, the Company has not received
been surrendered or disclosed as income during the year in whistle-blower complaints during the year ended 31st
the tax assessments under the Income Tax Act, 1961 (43 of March, 2022.
1961).
12. According to the information and explanations given to
9. a) In our opinion, and according to information and us, the Company is not a Nidhi company. Accordingly,
explanations given by the management, the company paragraph 3(xii)(a) of the Order is not applicable.
has not defaulted in making repayment of loans or 13. According to the information and explanations given by
borrowing or in the payment of interest thereon from the management, transactions with the related parties are
a Financial Institution, Banks or dues to debenture in compliance with sections 177 and 188 of Companies
holders/bond holders or government as at Balance Act, where applicable and the details have been disclosed
Sheet date. in the notes to the financial statements, as required by the
b) According to the information and explanations given to applicable accounting standards.
us, the company is not declared willful defaulter by bank 14. a) According to the information and explanations given
or financial institution or other lender. by the management, the company has internal audit
system which commensurate with the size and nature
c) According to the information and explanations given to
of its business.
us, term loans were applied for the purpose for which
the loans were obtained. b) Internal Audit Report of Quarter ended June, 2021,
Sept 2021, Dec 2021 & March 2022 Quarter have been
d) According to the information and explanations given considered while conducting Statutory Audit.
to us, funds raised on short term basis have not been
utilized for long term purposes. 15. According to the information and explanations given to us
and based on audit procedures performed, the Company
e) According to the information and explanations given to has not entered into any non-cash transactions with directors
us, the company has not taken any funds from any entity or persons connected with him which are covered under
or person on account of or to meet the obligations of its Section 192 of Companies Act. Accordingly, paragraph 3(xv)
subsidiaries, associates or joint ventures. Therefore, the of the Order is not applicable;
provisions of paragraph 3 (ix) (e) are not applicable to
the Company. 16. a) According to the information and explanations given to
us, the Company is a Non-Banking Finance Company
f) According to the information and explanations given to and is required to be registered under Section 45-IA of
us, the company has not raised loans during the year the Reserve Bank of India Act, 1934 and accordingly,
ended 31st March, 2022 on the pledge of securities the registration has been obtained;
held in its subsidiaries, joint ventures or associate
b) As per information and explanations available, the
companies. Therefore, the provisions of paragraph 3
Company has not conducted any Non-Banking
(ix) (e) are not applicable to the Company.
Financial or Housing Finance activities without a valid
10. According to the information and explanations given by the Certificate of Registration (CoR) from Reserve Bank of
management and based on our audit procedures performed India as per the Reserve Bank of India Act 1934;
we report that no money raised by way of initial public offer
c) Since the Company is not a Core Investment Company
(IPO) & follow-on Public Offer (FPO). Hence, 10(a) & 10(b) is
(CIC) as defined in the regulations made by the Reserve
not applicable.
Bank of India. So, clause 16 (c) is not applicable to the
11. a) To the best of our knowledge and belief and according Company.
to the information and explanations given to us, we 17. According to the information and explanations given to us,
report that no fraud by the company or on the company company has not incurred cash losses in the year ended
has been noticed or reported during the year. 31st March, 2022 and in immediately preceding financial
year.
b) There is no report under sub-section (12) of section
143 of the Companies Act filed by us in Form ADT-4 18. According to information and explanation given to us, there
as prescribed under rule 13 of Companies (Audit and is no resignation of the statutory Auditors during the year
Auditors Rules), 2014 with the Central Government. ended 31st March, 2022;
236
19. According to information and explanation given to us and shall be transferred to special account in compliance
on the basis of our examination of financial ratios, ageing with the provision of sub-section (6) of section 135 of
and expected dates of realization of financial assets the said Act (Refer Disclosure Note-49).
and payment of financial liabilities, other information
accompanying the financial statements, Board of Directors 21. According to information and explanation given to us, there
and management plans, no material uncertainty exists as is no consolidated Financial Statements. Therefore, Para No
on the date of the audit report and the company is capable 21 of CARO is not applicable.
of meeting its liabilities existing at the date of balance sheet
as and when they fall due within a period of one year from
the balance sheet date. For KBDS & Co.
20. a). According to information and explanation given to us, Firm Reg. No: 323288E
the company has transferred unspent amount, if any, to
a Fund specified in Schedule VII to the Companies Act Sd/-
within a period of six months of the expiry of the financial (CA Dashrath Kumar Singh)
year in compliance with second proviso to sub-section Partner
(5) of section 135 of the said Act; M. No. - 060030
UDIN: 22060030AMSNQA8669
b). According to information and explanation given to us the
remaining unspent amount, if any, under sub-section (5) Place: Delhi
of the Companies Act, pursuant to any ongoing project, Date: 12.07.2022.
237
Annxure “B” to The Independent Auditor’s Report

(Referred to in Para 2(g) under the heading 'Report on other Legal and Regulatory Requirements' of our report of even date to The
Members of Indian Railway Finance Corporation Limited on the standalone financial statements for the year ended 31st March, 2022)
Report on the Internal Financial Controls under controls over financial reporting was established and maintained
Clause (i) of Sub-section 3 of Section 143 of the and if such controls operated effectively in all material respects.
Companies Act, 2013 (“the Act”)
Our audit involves performing procedures to obtain audit evidence
We have audited the internal financial controls over financial about the adequacy of the Internal financial controls system over
reporting of Indian Railway Finance Corporation Limited (“the financial reporting and their operating effectiveness. Our audit
company”) as of 31 March, 2022 in conjunction with our audit of internal financial controls over financial reporting included
of the Standalone Financial Statements of the Company for the obtaining an understanding of internal financial controls over
year ended on that date. financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The
Management’s Responsibility for Internal Financial
procedure selected depend on the auditor’s judgment, including
Controls:
the assessment of the risks of material misstatement of the
The Company’s management is responsible for establishing and financial statements, whether due to fraud or error.
maintaining internal financial controls based on the internal control
We believe that the audit evidence we have obtained is sufficient
over financial reporting criteria established by the Company
and appropriate to provide a basis for our audit opinion on the
considering the essential components of internal control stated
Company’s internal financial controls system over financial reporting.
in the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting issued by the Institute of Chartered
Accountants of India (‘ICAI’). These responsibilities include the Meaning of Internal Financial Controls Over Financial
design, implementation and maintenance of adequate internal Reporting:
financial controls that were operating effectively for ensuring
the orderly and efficient conduct of its business, including A company’s internal financial control over financial reporting is
adherence to company’s policies, the safeguarding of its assets, a process designed to provide reasonable assurance regarding
the prevention and detection of frauds and errors, the accuracy the reliability of financial reporting and the preparation of financial
and completeness of the accounting records, and the timely statements for external purposes in accordance with generally
preparation of reliable financial information, as required under accepted accounting principles.
the Companies Act, 2013. A company’s internal financial control over financial reporting
includes those policies and procedures that:
Auditors’ Responsibility:
Pertain to the maintenance of records that, in reasonable detail,
Our responsibility is to express an opinion on the Company's accurately and fairly reflect the transactions and dispositions of
internal financial controls over financial reporting based on our the assets of the company;
audit. We conducted our audit in accordance with the Guidance
Note, to the extent applicable to an Audit of Internal Financial Provide reasonable assurance that transactions are recorded
Controls over Financial Reporting (the “Guidance Note”) and as necessary to permit preparation of financial statements in
the Standards on Auditing, issued by ICAI and deemed to be accordance with generally accepted accounting principles, and
prescribed under section 143(10) of the Companies Act, 2013, that receipts and expenditures of the company are being made
to the extent applicable to an audit of internal financial controls. only in accordance with authorizations of management and
Those Standards and the Guidance Note require that we comply directors of the company; and Provide reasonable assurance
with ethical requirements and plan and perform the audit to obtain regarding prevention or timely detection of unauthorized
reasonable assurance about whether adequate internal financial acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
238
Inherent Limitations of Internal Financial Controls components of internal control stated in the Guidance Note
Over Financial Reporting: issued by the Institute of Chartered Accountants of India except
the following area where the internal control system required to
Because of the inherent limitations of internal financial controls be improved :
over financial reporting, including the possibility of collusion
or improper management override of controls, material Amount payable to or receivable from Ministry of Railways in
misstatements due to error or fraud may occur and not be respect of Liabilities and Assets against transactions of Financial
detected. Also, projections of any evaluation of the internal Statement are subject to reconciliation and confirmation by the
financial controls over financial reporting to future periods are Ministry of Railways (MoR). Please refer to Financial Note-6,
subject to the risk that the internal financial control over financial Disclosure Note- 33 & 46.
reporting may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate. For KBDS & Co.
Opinion:
Sd/-
In our opinion, to the best of our information and according
to explanation given to us, the Company has, in all material
Partner
respects, an adequate internal financial controls system over
M. No. - 060030
financial reporting and such internal financial controls over
financial reporting were operating effectively as at 31 March
2022, based on the internal control over financial reporting Place: Delhi
criteria established by the Company considering the essential Date: 12.07.2022.
239
Annexure C to the Independent Auditor’s Report on the financial statements

Direction under section 143(5) of the new Companies Act, 2013
S.
Particulars Reply
No.
1 Whether the company has system in place to process all The company has an IT system to process its accounting
the accounting transactions through IT system? If Yes, the transactions. The company follows accounting software Tally to
implication of processing of accounting transaction outside record its accounting transactions.
IT system on the integrity of the accounts along with the Based on the information and explanations given to us and
financial implication, if any, may be stated on the basis of verification carried out by us during the course
of audit, there is no implication of processing of accounting
transaction outside IT system on the integrity of the accounts
along with financial implication.
2 Whether there is any restructuring of an existing loan or There is no restructuring of an existing loan or cases of waiver
cases of waiver/ write off of debts/loans/interest etc. made /write off of debts/loan/interest etc. made by a lender to the
by a lender to the company due to the company’s inability to company due to the company’s inability to repay the loan.
repay the loan ? If yes, the financial impact may be stated. Hence financial impact of such cases is nil.
Whether such cases are properly accounted for ?
3 Whether funds (grants/subsidy etc.) received/ receivable No funds (grants/subsidy etc.) received/receivable for specific
for specific schemes from Central/State Government or its schemes form Central/State Government or its agencies during
agencies were properly accounted for / utilized as per its the year. Hence no matter of accounting and utilization of funds
term and conditions? List the cases of deviation. required.
For KBDS & Co.

Sd/-
Partner
M. No. - 060030
Place: Delhi
Date: 12.07.2022.
240
NON-BANKING FINANCIAL COMPANIES AUDITORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2022
To
Members,
Indian Railway Finance Corporation Limited,
Dear Sir,
As required by the “ Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016 issued by the Reserve Bank
of India on the matters specified in Para 3 and 4 of the said Directions to the extent applicable to the Corporation, We report that:
1. The Company is engaged in the business of non-banking financial institution, having valid Certificate of Registration as an
Infrastructure Finance Company issued by Reserve Bank of India vide No is B-14.00013 dated 22.11.2010. Further , the Company
is entitled to continue to hold such registration in terms of its asset / income pattern as on 31.03.2022.
2. The Company is meeting the requirement of net owned funds applicable to an Infrastructure Finance Company as contained
in Master Direction-Non Banking Financial Company- Systemically Important Non Deposit taking Company and deposit taking
Company (Reserve Bank) Direction 2016.
3. According to the information and explanation given to us, the RBI Directions as to deposits are not applicable to the Company.
Therefore, the Board of Directors of the Company has not passed any resolution for non-acceptance of any public deposits during
the year 2021-22.
4. The Company has not accepted any public deposits during the financial year 2021-22.
5. For the Financial Year ending 31 March, 2022, the Company has complied with the Accounting Standards, Income recognition norms
as per the RBI Master Directions on Non-Banking Financial Company –Systematically Important Non-Deposit taking Company
and Deposit Taking Company (Reserve Bank) Directions, 2016 vide No. DNBR.008/03.10.119/2016-17 dated September 1, 2016.
Further , the Company , has followed the Accounting Standards, Income Recognition, asset classification and provisioning for
Bad and Doubtful Debts/ being a Government Non-Banking Financial Company as defined under clause (45) of Section 2 of
the Companies Act ,2013 (18 of 2013) except the income recognition and assets classification (IRAC) norms, standard assets
provisioning and exposure norms to Ministry of Railways , Government of India granted by RBI vide their letter no DNBR(PD) CO.
No. 1271/03.10.001/2018-19 dated 21.12.2018.
6. As per the information and explanation given to us, the Statement of Capital Funds, Risk Assets/exposures and risk ratio (DNBS-
03 Return) has been filed by the Company for the quarter ended 31.03.2022 on the basis of the provisional financial results.
For KBDS & Co.

Sd/-
Partner
M. No. - 060030
Place: Delhi
Date: 12.07.2022.
241
COMMENTS OF THE COMPTROLLER AND AUDITOR GENERAL OF INDIA UNDER SECTION 143 (6) (b) OF THE
COMPANIES ACT, 2013 ON THE FINANCIAL STATEMENTS OF INDIAN RAILWAY FINANCE CORPORATION LIMITED FOR
THE YEAR ENDED 31 MARCH 2022
The preparation of financial statements of Indian Railway ii. Receivables (Note 6) – Lease Receivables Rs.
Finance Corporation Limited for the year ended 31 March 2022 2,006,924.99 million
in accordance with the financial reporting framework prescribed
under the Companies Act, 2013 (Act) is the responsibility of the The above includes Rs. 208,987.22 million being the
management of the Company. The Statutory Auditor appointed amount depicted as ‘Lease Receivables’ from Ministry
by the Comptroller and Auditor General of India under Section of Railways (MoR) for the railway projects funded for
139 (5) of the Act is responsible for expressing opinion on the creating infrastructure projects (Rs.151,612.02 million for
financial statements under Section 143 of the Act based on EBR-IF and Rs. 57,375.20 million for National Projects).
independent audit in accordance with the standards on auditing
As per Para 9 of Ind AS 116, ‘a contract is, or contains, a
prescribed under Section 143 (10) of the Act. This is stated to
lease if the contract conveys the right to control the use
have been done by them vide their Revised Audit Report dated
of an identified asset for a period of time in exchange for
12 July 2022, which supersedes their earlier Audit Report dated
a consideration.
20 May 2022.
The company has entered (March, 2022) into lease
I, on behalf of the Comptroller and Auditor General of India, have
agreement for the above ‘Lease Receivables, with
conducted a supplementary audit of the financial statements
MoR. However, specific railway asset(s) created with
of Indian Railway Finance Corporation Limited for the year
the funds provided by IRFC cannot be identified from
ended 31 March 2022 under section 143(6)(a) of the Act. This
the list of projects given in the agreement. As such the
supplementary audit has been carried out independently
same cannot be classified as ‘lease’ in terms of the Para
without access to the working papers of the Statutory Auditors
9 of Ind AS 116.
and is limited primarily to inquiries of the Statutory Auditors and
company personnel and a selective examination of some of the Further, the Company can only finance Railway Assets
accounting records. The Audit Report has been revised by the through lease finance as per its Memorandum of
statutory auditor to give effect to some of my audit observations Association. As such, the above cannot be termed as
raised during supplementary audit. ‘Loan’.
In addition, I would like to highlight the following significant This has resulted into overstatement of Lease
matters under Section 143(6)(b) of the Act which have come to Receivables by Rs. 208,987.22 million.
may attention and which in my view are necessary for enabling a
better understanding of the financial statements and the related iii. Other Non- Financial Assets (Note 13) – Rs.
audit report. 164,940.28 million
Other Equity (Note 22) Rs. 279,278.34 million

A. Comments on Financial Position
The above amount of Other Non-Financial Assets
Assets includes Rs. 111.05 million being the amount shown
Financial Assets as recoverable from Department of Investment and
Public Asset Management (DIPAM) towards share
i. Receivables – Note 6
issue expenses. However, DIPAM has not confirmed the
Lease Receivables – Rs. 2,006,924.99 million amount.
Loans – Note 7 Rs. 68,248.05 million This has resulted into overstatement of Other Non –
Financial Assets by Rs. 111.05 million and corresponding
The above ‘Lease Receivables’ represents the overstatement of Other Equity, to the same extent.
amount receivable from Ministry of Railway towards
financing Rolling Stock and Other Railways Projects.
The disclosure of the above as ‘Receivables’ instead For and on the behalf of the
of ‘Loans’ (Note 7) was in violation of Schedules III Comptroller & Auditor General of India
(Division III) of the Companies Act, 2013.
Sd/-
This had resulted in overstatement of ‘Receivables’ by
Vikram D. Murugaraj
Rs. 2,006,924.99 million and also understatement of
Place : New Delhi Principal Director of Audit
‘Loans’ by the same amount.
Dated: 29.07.2022 Railway Commercial, New Delhi
242
Annexure to Comments of C&AG
CAG Comments Management Reply on CAG Comments

Assets Para 67 of Ind AS 116 “Leases”, states that, ‘At the
Financial Assets commencement date, a lessor shall recognize assets held
under a finance lease in its balance sheet and present them as a
i. Receivables – Note 6
receivable at an amount equal to the net investment in the lease’
Lease Receivables – Rs. 2,006,924.99 million
Considering the nature of IRFC business and proportion of
Loans – Note 7 Rs. 68,248.05 million
lease receivables (98%) in comparison to loan given to other
The above ‘Lease Receivables’ represents the amount railway entities (2%), the disclosure of amount lease receivable
receivable from Ministry of Railway towards financing Rolling as separate line item on the face of Balance sheet facilitates
Stock and Other Railways Projects. The disclosure of the above the better readability and understanding for the user of financial
as ‘Receivables’ instead of ‘Loans’ (Note 7) was in violation of statement. Hence, there is no overstatement of ‘Receivables’ by
Schedules III (Division III) of the Companies Act, 2013. Rs. 2,006,924.99 million and also understatement of ‘Loans’.
This had resulted in overstatement of ‘Receivables’ by Rs.
However as suggested by CAG, Company will review the existing
2,006,924.99 million and also understatement of ‘Loans’ by
classification for disclosure in financial statements of 2022-23.
the same amount.
ii. Receivables (Note 6) – Lease Receivables Rs. The management is of the opinion that, Schedule I of lease
2,006,924.99 million agreement which has been executed by IRFC with MoR for the
The above includes Rs. 208,987.22 million being the amount Project Assets (EBR-IF 2015-16 & National Projects 2018-19),
depicted as ‘Lease Receivables’ from Ministry of Railways clearly provides the details of the ‘Railway Projects’ which have
(MoR) for the railway projects funded for creating infrastructure been leased to the MoR and vide this agreement right of control
projects (Rs.151,612.02 million for EBR-IF and Rs. 57,375.20 of use of Railway Projects has been given to MOR. Further,
million for National Projects). IRFC does not have any substitution right over these assets as
envisaged by Ind AS 116 for it to be an Identified Asset.
As per Para 9 of Ind AS 116, ‘a contract is, or contains, a
lease if the contract conveys the right to control the use of Hence, Railway Projects which are funded by IRFC are the
an identified asset for a period of time in exchange for a identified assets as per Ind-AS 116 and there is no overstatement
consideration. of Lease Receivables by Rs. 208,987.22 million.
The company has entered (March, 2022) into lease agreement However, for the purpose of redressal of CAG’s concern, the
for the above ‘Lease Receivables, with MoR. However, Company has approached MOR for seeking further specific
specific railway asset(s) created with the funds provided by details of the Railway Projects as enlisted in the agreement.
IRFC cannot be identified from the list of projects given in the Response of MOR is awaited.
agreement. As such the same cannot be classified as ‘lease’
in terms of the Para 9 of Ind AS 116.
Further, the Company can only finance Railway Assets
through lease finance as per its Memorandum of Association.
As such, the above cannot be termed as ‘Loan’.
This has resulted into overstatement of Lease Receivables by
Rs. 208,987.22 million.
iii. Other Non- Financial Assets (Note 13) – Rs. 164,940.28 As per the email dated 22nd Feb 2021 DIPAM have given in
million principle approval to IRFC that the overall issue expenses will be
Other Equity (Note 22) Rs. 279,278.34 million shared between IRFC and DIPAM as per the extant guidelines in
the ratio of 10:5 (as per the ratio of Fresh Issue and OFS).
The above amount of Other Non-Financial Assets includes Rs.
111.05 million being the amount shown as recoverable from Presently, we are in the process of settling expenses with Lead
Department of Investment and Public Asset Management Managers and after finalisation of total expenses, DIPAM will
(DIPAM) towards share issue expenses. However, DIPAM has reimburse its share of expenses.
not confirmed the amount. Accordingly, the management is of the opinion that there is
This has resulted into overstatement of other Non-Financial no overstatement of other Non-Financial Assets by Rs. 111.05
Assets by Rs. 111.05 million and corresponding overstatement million and Other Equity.
of Other Equity, to the same extent.
243
Swachh Bharat Abhiyan
Kavi Sammelan
Kavi Sammelan
Flag Hoisting Independence Day 73rd Republic Day
34th Annual General Meeting

a K&A creation | www.kalolwala.com

CIN – L65910DL1986GOI026363
Room Nos. 1316 – 1349, 3rd Floor, The Ashok
Diplomatic Enclave, 50-B, Chanakyapuri, New Delhi 110021
Phone: +91 011 – 24100385
Email: investors@irfc.co.in
Website: https://irfc.co.in/

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35th Annual Report 2021-22

Forward looking statement

CRISIL AAA (Stable)

ICRA AAA (Stable)

Our funding sources continue to be diversified,

Our commitment is to channelise our

Our exciting journey continues with

Shri Vallabhbhai Maneklal Patel 3rd Floor 99 Madangir,

Registered Office Hyderabad – 500032 India

Corporate Identification Number Internal Auditors

Profile of Board of Directors

Shri Amitabh Banerjee Ms. Shelly Verma Shri Baldeo Purushartha

Profile of Board of Directors

Shri Sanjeev Jain Shri Vijay Babulal Shirode

H 2,02,982.68 million in 2021-22, showing Company had declared the Interim

As to move towards the new fiscal, Company has posted

Since inception in 1986, IRFC has been

With more than 3 decades of experience,

Financing of Rolling Stock/ Project Assets

Lender / Bond Subscriber

Interest & Bond

Lease Standard Lease Lease of

Our Lending Operations

Our Borrowing Operations

Borrowing Profile for FY 2021-22

IRFC raised Green/JPY Loan equivalent to USD 1.10 Bn/INR 8,274.23 Cr

At IRFC, we focus on getting borrowings at minimum

Prudent financial management

Diversifying Borrowing Portfolio

Since inception, we have focused on diversifying our borrowing

We have formed an asset-liability management framework that

AUM break-up (%)

FY 2020-21 35,913 FY 2020-21 15,771

FY 2021-22 40,996 FY 2021-22 20,302

FY 2019-20 2,66,111 FY 2019-20 3,192

FY 2020-21 3,62,509 FY 2020-21 4,416

FY 2021-22 4,15,238 FY 2021-22 6,090

Weighted average cost of borrowing

Funds provided to MOR

Corporate social responsibility

CSR - Handing over of Computer Navigation System

CSR - Handing over of Ambulance

CSR - Flagging off Ambulance CSR - Inauguration of Computer Navigation System

Indian Railway Finance Corporation of India Limited

Item No. 5 (Non- Official/ Independent Director) of the Company as per

By order of the Board of Directors

its shareholders, in respect of all shareholders’ websites of Depositories/ Depository

Login type Helpdesk details

1. The shareholders should log on to the e-voting website www.evotingindia.com.

2. Click on “Shareholders” module.

3. Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

4. Next enter the Image Verification as displayed and Click on Login.

6. If you are a first-time user follow the steps given below:

Annexure to the Notice

By order of the Board of Directors