New Delhi, Jan 21 (PTI) In a significant development, PTC India on Friday said one of its independent directors Rakesh Kacker has put in his papers, two days after three independent directors of the company’s subsidiary PFS resigned over alleged corporate governance issues.
Kacker — who had served as an independent director on the board of PTC India Financial Services (PFS) till December 31, 2021 — has now resigned from the board of PTC India with immediate effect.
The announcement by PTC India to the stock exchanges came hours after the company’s Chairman and Managing Director Rajib K Mishra told a virtual media briefing that a fair inquiry would be conducted into the alleged corporate governance issues at PFS that were raised by the three independent directors.
In his resignation letter, Kacker said that despite 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 now facing serious governance issues with several defaults of the Companies Act, 2013 and the Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. Due to this, the operations of the company also must have been affected,” he said in the letter.
A copy of the letter has been submitted to the stock exchanges.
“It has now been brought to my notice that all 3 current independent directors in PFS have resigned from their positions as independent directors in that company… 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 Limited with immediate effect,” he said.
PFS, a systemically-important Non-Banking Finance Company (NBFC), is promoted by PTC India.
Kacker, in the resignation letter, also said, “I wish all of you and the company all the very best for the future and hope that with your support the problems in PFS are resolved and the company is run in accordance with the highest standards of corporate governance”.
Earlier in the day, Rajib K Mishra, who is also on the board of PFS, said that a fair inquiry would be conducted into the alleged corporate governance issues at PFS.
He also said that if required, a third party could be asked to probe the matter.
The three independent directors — Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew — resigned enmasse from the board of PFS on Wednesday.
In their resignation letters, the three independent 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.
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.” PTI KKS RAM
