AgenciesPTC India’s independent director Rakesh Kacker resigned on Friday citing “unfortunate developments over the past few months” in the company, in agreement with the allegations on issues of corporate governance made by three outgoing independent directors of its NBFC arm, PTC Financial Services (PFS). He said the operations of PTC India might have been affected too.
The resignation comes amid firefighting efforts by PTC India management, which has refuted corporate governance issues in the company. PTC has informed the stock exchanges about the resignation.
Kacker, a retired bureaucrat, was also an independent director in PFS but his term expired on December 31. PTC India website showed it has one full time director, four nominee directors and six independent directors other than Kacker.
“I have seen from close quarters the unfortunate developments over the past few months in that company. Despite our best efforts the independent directors could not convince the management of PTC and PFS to take proper action to run the company in accordance with what we considered the correct course of action. As a result, the company is not facing serious governance issues with several defaults of the Companies Act, 2013 and the SEBI Regulations. Due to this the operations of the company also must have been affected,” Kacker said in his letter to all board members of PTC India.
The three independent directors of PFS who resigned on Wednesday said in their resignation letters that they and Mr Kacker noticed and brought instances of serious lapses in corporate governance to PFS board and management but they were ignored.
“In view of the various developments and reasons leading to their resignations, I find myself left with no option but to resign from the board of directors of PTC India,” Kacker said.
PTC India on Friday said it has set up an internal committee to look into the governance issues in PTC Financial Services (PFS) as alleged by the NBFC’s outgoing independent directors.
PTC India acting chairman and managing director Rajib Kumar Mishra questioned the independent directors’ intent to raise questions regarding 10-year old loan and said PFS will soon fill the board level vacancies with ‘young’ people with ‘NBFC background’ to make faster decisions. He did not rule out an intent to ‘malify the company’.
For an issue pertaining to the appointment of a whole time director in PFS , PTC constituted a third party inquiry, which has submitted its report. PFS board will meet tomorrow for an agenda that Mishra denied to share.
“There are six issues raised by independent directors. For the first issue pertaining to the appointment of a whole time director, we have constituted a third party inquiry. The report has been submitted and it needs to be submitted to the board of PTC and if required PFS also. Once board clears it we will be in a position to give more details. For rest of operational issues five in number, we have constituted a committee headed by three executive directors and CFO level officials of PTC. They will be submitting a report in 30 days’ time. We are also trying to see whether a board level committee is also required to address those issues in ensuing board meetings,” he said at a virtual press meet.
Mishra said PTC has intimated about the exit of three independent directors of PFS to its administrative ministry and is in continuous dialogue with the Securities Exchange Board of India, Reserve Bank of India and all concerned authorities associated with the financial company and PTC.
Refuting charges of corporate governance issues, PFS managing director Pawan Singh said the company came out clean in its corporate governance report as of September and RBI’s annual inspection.
He said PFS is positioning itself as a sustainable infrastructure finance company as its exposure to thermal assets is expected to come down to 6% by end of this year from about 50% a few years ago. “For next year we have a plan to make it a zero thermal asset company, a carbon neutral company,” Singh said adding “The new board, which will be a little younger, little more hands on and either current incumbents in professional circles or in government circles will help us move faster.”
Mishra said PTC India is looking at the allegations made by the independent directors from all angles but there are factual errors in the resignation letter. “We are not ruling out anything. If it is substantive in nature we will like to look at it and improve our systems and procedure and if it is just to make an allegation we will simply say that this is intent to malify the company,” he said.
“The issues which have been raised now, for an independent director who was at the board for quite sometime, they should have raised then and there and could have settled it. Rather than keeping it in the file for someday and submitting after giving it a thought...,” Mishra said.
The resignation comes amid firefighting efforts by PTC India management, which has refuted corporate governance issues in the company. PTC has informed the stock exchanges about the resignation.
Kacker, a retired bureaucrat, was also an independent director in PFS but his term expired on December 31. PTC India website showed it has one full time director, four nominee directors and six independent directors other than Kacker.
“I have seen from close quarters the unfortunate developments over the past few months in that company. Despite our best efforts the independent directors could not convince the management of PTC and PFS to take proper action to run the company in accordance with what we considered the correct course of action. As a result, the company is not facing serious governance issues with several defaults of the Companies Act, 2013 and the SEBI Regulations. Due to this the operations of the company also must have been affected,” Kacker said in his letter to all board members of PTC India.
The three independent directors of PFS who resigned on Wednesday said in their resignation letters that they and Mr Kacker noticed and brought instances of serious lapses in corporate governance to PFS board and management but they were ignored.
“In view of the various developments and reasons leading to their resignations, I find myself left with no option but to resign from the board of directors of PTC India,” Kacker said.
PTC India on Friday said it has set up an internal committee to look into the governance issues in PTC Financial Services (PFS) as alleged by the NBFC’s outgoing independent directors.
PTC India acting chairman and managing director Rajib Kumar Mishra questioned the independent directors’ intent to raise questions regarding 10-year old loan and said PFS will soon fill the board level vacancies with ‘young’ people with ‘NBFC background’ to make faster decisions. He did not rule out an intent to ‘malify the company’.
For an issue pertaining to the appointment of a whole time director in PFS , PTC constituted a third party inquiry, which has submitted its report. PFS board will meet tomorrow for an agenda that Mishra denied to share.
“There are six issues raised by independent directors. For the first issue pertaining to the appointment of a whole time director, we have constituted a third party inquiry. The report has been submitted and it needs to be submitted to the board of PTC and if required PFS also. Once board clears it we will be in a position to give more details. For rest of operational issues five in number, we have constituted a committee headed by three executive directors and CFO level officials of PTC. They will be submitting a report in 30 days’ time. We are also trying to see whether a board level committee is also required to address those issues in ensuing board meetings,” he said at a virtual press meet.
Mishra said PTC has intimated about the exit of three independent directors of PFS to its administrative ministry and is in continuous dialogue with the Securities Exchange Board of India, Reserve Bank of India and all concerned authorities associated with the financial company and PTC.
Refuting charges of corporate governance issues, PFS managing director Pawan Singh said the company came out clean in its corporate governance report as of September and RBI’s annual inspection.
He said PFS is positioning itself as a sustainable infrastructure finance company as its exposure to thermal assets is expected to come down to 6% by end of this year from about 50% a few years ago. “For next year we have a plan to make it a zero thermal asset company, a carbon neutral company,” Singh said adding “The new board, which will be a little younger, little more hands on and either current incumbents in professional circles or in government circles will help us move faster.”
Mishra said PTC India is looking at the allegations made by the independent directors from all angles but there are factual errors in the resignation letter. “We are not ruling out anything. If it is substantive in nature we will like to look at it and improve our systems and procedure and if it is just to make an allegation we will simply say that this is intent to malify the company,” he said.
“The issues which have been raised now, for an independent director who was at the board for quite sometime, they should have raised then and there and could have settled it. Rather than keeping it in the file for someday and submitting after giving it a thought...,” Mishra said.
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