Business: Chairman Mishra states that PTC and its subsidiary may hold board meetings and that the conclusions will be announced shortly

The Securities and Exchange Board of India (SEBI) had barred PFS from holding a board meeting in view of corporate governance issues raised by former independent directors. On January 22, SEBI asked PFS not to go ahead with a board meeting until the corporate governance issues were addressed. The company was asked to make new appointments after three independent directors submitted their resignation on January 19, alleging lapses in governance.

PTC India Ltd (PTC) and its subsidiary PTC India Financial Services Ltd will host board meetings soon to announce financial results for the last two quarters of 2021-22, despite SEBI prohibiting PFS from doing so due to governance concerns. “On April 6 and April 28, we had two board meetings. PTC chairman Rajib Kumar Mishra told Moneycontrol, “Things are back on track.” He was referring to PFS board meetings. “We’ve made considerable progress; we’re discussing and addressing all of the governance issues.” “The results of both companies will be disclosed as soon as feasible,” he stated.

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PFS cancelled its board meeting on January 22 and subsequently, both PTC and PFS could not hold a meeting to declare results for the quarter ended December. PFS sought SEBI’s approval for a board meeting at least twice and was turned down. Top executives from the company said that the approval was now in place.

At the end of March, PFS appointed four independent directors on PTC’s suggestions. These are common independent directors on the boards of PTC and PFS. PFS has also appointed chartered accountants CNK & Associates LLP to conduct a third-party forensic audit of the issues raised by the former independent directors.

In their resignation letters, PFS’ independent directors Kamlesh Shivji Vikamsey, Thomas Mathew T and Santosh B Nayar said former bureaucrat Rakesh Kacker, too, had written to the management highlighting lapses in corporate governance. Kacker was also on the board of PTC. He resigned on January 21.

The Reserve Bank of India also conducted its routine audit and sought an explanation from executives on the allegations made by the independent director. The ministry of corporate affairs also sought information on the matter. After the resignations, the PTC management said it would set up an internal team to probe the allegations but later directed its risk management committee to look into corporate governance issues at PFS. The matter will not be probed by the independent agency.

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