Non-banking financial institution PTC India Financial Services Ltd (PFS) has appointed four independent directors following suggestions from parent PTC India (PTC) as the positions lay vacant for more than two months, the company informed bourses on March 30.
The appointment is crucial since the Securities and Exchange Board of India (SEBI) repeatedly denied permission to PFS to hold a board meeting without independent directors, after three of them resigned on January 19, citing lapses in governance and compliance. The regulator had told the company that it was not satisfied by the company’s report on actions taken on the allegations.
“We would like to inform that in line with the communication received from PTC India Ltd on March 28, 2022 for the appointment of common independent directors on the board of PTC India Financial Services, the board through a resolution passed by circulation on March 29, 2022 has approved the appointment of Sushama Nath, Devendra Swaroop Saksena, Ramesh Narain Misra, and Jayant Purushottam Gokhale, as independent directors on the board of the company with immediate effect,” PFS said in the statement.
PFS has not been able to approve and report its financial results for the quarter and nine months ended December due to the ban on board meetings. Subsequently, the result of its parent PTC is also delayed.
Sushama Nath is former secretary to the finance ministry and has been an independent director on the PTC board since December 2017. Devendra Swaroop Saksena was formerly the principal chief commissioner of Income Tax, Mumbai. He has been on the PTC board since July 2018.
Ramesh Narain Misra, who has been an independent director at PTC since December 2018, is the former chairman and managing director of the state-run SJVN Jayant Gokhale, a chartered accountant is a partner in Gokhale & Sathe Chartered Accountants. He has been an independent director on the board of PTC since March 2017.
On January 19, the then independent directors of PFS – Kamlesh Shivji Vikamsey, Thomas Mathew T and Santosh B Nayar – had quit the PFS board on concerns over lapses in governance and compliance. They submitted similarly worded resignations and other supporting documents.
The three directors had stated that former bureaucrat Rakesh Kacker had also previously written to the management highlighting lapses in corporate governance before his tenure ended at PFS in end-December. Kacker was also on the board of the parent entity PTC. He resigned on January 21.
The management of PTC and PFS has been refuting the allegations made by the independent directors from day one but Sebi pulled up the company ahead of its board meeting on January 22, asking it not to hold a board meeting until the corporate governance issues are addressed and the company has appointed new independent directors.
Parent PTC had initially said that it would set up an internal team to probe the allegations made by the independent directors but later directed its risk management committee to look into corporate governance issues at PFS.
The independent directors have made six allegations - one pertains to the appointment of another director, while the other five pertain to operations and corporate governance issues.