Three Directors Resign From PTC India Financial Board Citing Governance Issues

Infrastructure financier PTC India Financial Services Ltd. on Wednesday informed the exchanges that three of its independent directors had resigned, citing serious governance lapses at the company.

Resignation letters submitted by directors, including Kamlesh Shivji Vikamsey, Thomas Mathew T and Santosh B Nayar, state that there were lapses in governance and compliance by PTC India Financial's management. The resignations are effective Wednesday.

PTC India Financial Services is a non-bank lender in which parent PTC India Ltd. holds 65% stake. PTC India in turn lists NHPC Ltd., NTPC Ltd., Power Grid Corp. of India and Power Finance Corp. as promoter entities who collectively hold 16.2% in the company.

In their resignation letters, the outgoing independent directors have alleged that there were certain specific instances where the governance and compliance issues had cropped up.

1) Appointment of Ratnesh As Whole-Time Director

• Ratnesh, whose second name isn't specified, had been appointed by the board as director (finance) and chief financial officer.

• Current managing director didn't allow him to join and function in designated role.

• Adequate information was not provided to the board regarding Ratnesh's previous appointment with NTPC and eventual exit from PTC India Financial.

• Such actions of the managing director are ultra vires their powers and not in compliance with Companies Act.

2) Non Disclosure of Forensic Report On Loan Account of NSL Nagapatnam Power

• Loan of Rs 125 crore to company came up for one-time settlement and was discussed by the board on March 17, 2020. Board directed management to renegotiate the settlement.

• In December 2020, a forensic report, previously undisclosed, was placed before board. The forensic report had been withheld from board for two years.

• Board committee felt matter should have been reported to RBI and deferred decision on one time settlement.

3) Unilateral Change In Terms of Loans

• Changes were made to terms of a Rs 150-crore loan for a road project. Repayment timelines were changed without board approval.

4) Governance

• No action was taken on corporate governance concerns raised by previous chairman of the company in August 2021.

• Communication from independent directors being “blatantly ignored”.

• Skewed or inadequate information shared with board.

PTC India Financial is yet to disclose whether it has responded to these allegations. A query was mailed to PTC India Financial late on Wednesday evening.