Address CG issues before board meet, Sebi tells PTC

SEBI HAS ALSO ASKED PTC INDIA TO FILE AN ACTION TAKEN REPORT ON THE ISSUES WITHIN FOUR WEEKS

NEW DELHI: The Securities and Exchange Board of India (Sebi) has asked PTC India Financial Services to address corporate governance and other issues raised by its former Chairman and outgoing Independent Directors, before holding its board meeting.

The capital markets regulator has also asked PTC India to file an Action Taken Report on these issues within four weeks, the company said in a regulatory filing.

A meeting of the Board of Directors was scheduled to be held on January 22, 2022, however, as the company did not have quorum in compliance of SEBI (LODR) Regulations, 2015, therefore, the same could not be held, the filing said.

On January 22, PFS could not hold its board meeting in the absence of its three independent directors -- Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew -- who resigned enmasse from the board of PFS citing corporate governance and other issues on January 19.

“The company has received a communication dated 22nd January, 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 4 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 PTC India managing director & chief executive officer 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 in board 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, it also stated.

Earlier on January 21, PTC India CMD Rajib Kumar Mishra had said in a virtual press conference that the PFS board will be meeting on Saturday.