Senior-level panel looking into resignation of 3 independent directors of PFS: PTC India

Power trading solutions provider PTC India on Thursday said a senior-level committee of the firm is looking into the matter of resignation of three independent directors from the board of its subsidiary PTC India Financial Services (PFS) over corporate governance and other issues. PTC India added that “there are difference of opinion at operation & Board level of PFS on few issues”. In an unusual development, all three independent directors on the board of PTC India Financial Services had resigned on Wednesday over corporate governance issues and other matters. In a regulatory filing, Rajib K Mishra, Director (M&BD) & CMD in-charge, PTC India, said “These issues are being looked into by a senior level committee of the company. We have taken initiatives to address the governance issues. We are committed towards streamlining all operational processes and adopting best available practices of an NBFC.” “Maintaining highest ethical standard, all possible steps are being taken to induct reputed professionals to the Board of PFS for sustained future growth of the organisation,” he added.

Mishra also said the management of PTC India Ltd is committed towards corporate governance of the highest standard in its functioning as well as that of its subsidiaries. “The interest of stakeholders are of prime concern and company would like to assure total transparency and ethical best practices. The business practice & model of PTC & PFS have a proven operational track record with strong financials. We are closely monitoring the situation and observed that there are difference of opinion at operation & Board level of PFS on few issues,” Mishra stated. The three independent directors who have resigned from the board with immediate effect are Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew T.

Meanwhile, PFS in a regulatory filing said, “We are in receipt of resignations from three independent directors mentioning some reasons. We refute the allegations by the outgoing directors, which were due to our adherence to best corporate governance practices under guidance of promoter, regulator and Government of India.” “The matter will be addressed at the board level and subsequent update will be communicated to all the stakeholders appropriately,” it added. PFS, promoted by PTC India Ltd (PTC), is registered with the RBI as a Non-Banking Financial Company (NBFC). The systemically important non-deposit taking NBFC has been classified as an ‘Infrastructure Finance Company (IFC)’ by the RBI.

In their resignation letters, the three directors had alleged that certain actions of the chairman of the board and managing director of the company are “ultra-vires” and “in violation” of the provisions of the Companies Act, 2013. Pawan Singh is the managing director and chief executive officer of PFS. The two nominee directors on the board of PFS are Rajib Kumar Mishra and Pankaj Goel. The independent directors had also referred to issues regarding a Rs 125 crore bridge loan given to NSL Nagapatnam Power and Infratech Pvt Ltd, besides alleging that “no action” has been taken on certain corporate governance matters. Pointing out that independent directors’ communications were blatantly ignored, they had said “such non-cooperation on the part of the management and the company is unfortunate and a deterrent to the spirit of the law and impedes the functioning of the independent directors on the board of the listed company.”