Markets regulator Securities and Exchange Board of India (SEBI) has directed PTC India Financial Services (PFS) to address corporate governance and other issues raised by its former chief as well as other independent directors, before it conducts the board meeting.
The company informed in a filing that SEBI has also asked it to file an "action taken report" on the matter within four weeks.
Last week, on January 22, 2022, a meeting of the board of directors was supposed to be held, however due to lack of quorum in line with SEBI's regulations, it could not take place.
Three independent directors of the company, namely Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew, had resigned en masse from the board of PFS citing corporate governance and other issues on January 19.
"The company has received a communication dated January 22, 2022 from the SEBI informing that the company is directed to address the CG (corporate governance) issues and all other issues raised by the resigning IDs (independent directors) and ex-chairperson first, before holding any Board meeting and to file an action taken report in the regard to SEBI within four weeks," the company said in the regulatory filing.
Further, the company has filed an application with SEBI for seeking exemption from relevant provisions of SEBI (LODR) Regulations, 2015 to schedule the Board meeting for appointment of Independent Directors, it informed.
The independent directors of the company resigned on January 19, 2022 mentioning corporate governance issues as raised by the ex-chairman in the PFS board meeting dated August 5, 2021, it stated.
It is pertinent to mention that PFS' MD & CEO addressed all the concerns of the ex-chairman in the same board meeting, the company explained.
On the same date (August 5, 2021) the board, including ex-chairman and outgoing independent directors, provided a clean corporate governance report for financial year ending March 31, 2021 and acknowledged with deep appreciation the co-operation received from directors, it further stated.
Subsequently, on September 24, 2021 ex-chairman addressed the shareholders of the company in 15th Annual General Meeting with appreciation to the company and mentioning no concern related to corporate governance, the company informed through the filing.
Earlier on January 21, PTC India chairman Rajib Kumar Mishra had said in a virtual press conference that the PFS board will be meeting on Saturday (January 22). However, he had not divulged the details about the agenda of the meeting, saying it was confidential.
At present, there are three members on board of the PFS, chairman and managing director Rajib Kumar Mishra, Pankaj Goel (chief financial officer) and PFS MD and CEO Pawan Singh.
Last week, independent director of the PTC India, Rakesh Kacker, in his resignation letter, had 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".
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