'Surprised By Reasons': PTC India Clarifies On Independent Directors' Resignation Squabble

PTC India Financial Services Ltd. has issued a clarification to the stock exchanges following queries over the recent resignations of three Independent Directors on Tuesday, Sept. 30.

Independent Directors Seema Bahuguna, Naveen Bhushan Gupta and PV Bharathi had handed in letters of resignation, the company had informed the bourses on Sunday. The letters were all identical, with a similar paragraph as reason for resignation.

The company said it was "surprised" by the resignations and the reasons cited, noting that during the company's meeting on June 4, 2025, no such grievances were raised. On the contrary, the directors had expressed appreciation for the improvement in the quality and timeliness of information flow between management and the board.

PFS clarified that in all board and committee meetings — including the Audit, Nomination and Remuneration, and other statutory committees — the Independent Directors had participated openly and exercised full freedom to voice their opinions. At no point did they raise concerns about difficulties in functioning or a deteriorating environment, the company said.

On questions relating to past corporate governance issues, PFS pointed out that in January 2022, three Independent Directors had resigned citing alleged violations. This led to the board becoming non-functional, which in turn affected all board committees.

SEBI investigated those allegations and, in June 2024, passed orders against the then Non-Executive Chairman and the then MD & CEO. However, the Securities Appellate Tribunal quashed the order against the former Chairman in December 2024, while the appeal of the then MD & CEO remains reserved for orders.

The company added that since then, corrective steps have been taken, including reconstituting the board with adequate Independent Directors, appointing key managerial personnel, and strengthening the compliance function.

"The company remains committed to upholding the highest standards of governance, transparency, and ethical business practices, while continuing to meet stakeholder expectations," said Managing Director & Chief Executive Officer R Balaji in the filing.