In an unusual development, all three independent directors on the board of PTC India Financial Services (PFS) on Wednesday resigned over corporate governance issues and other matters.

The three independent directors who have resigned from the board with immediate effect are Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew T, according to a regulatory filing by the company.

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 recent memory, it is possibly the first instance where all the independent directors of a company have resigned enmasse.

The directors have also sent their resignation letters to the Reserve Bank of India (RBI), Securities and Exchange Board of India (Sebi) and Ministry of Corporate Affairs.

The company has submitted copies of the resignation letters to the stock exchanges.

In the resignation letters, they have 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 the company. The two nominee directors on the board of the company are Rajib Kumar Mishra and Pankaj Goel.

The independent directors have also referred to the issues regarding 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 issues.

Pointing out that independent directors’ communication were “blatantly ignored, they 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”. PTI NKD CS RAM

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