Minority Shareholder In PTC India Seeks Board Seat And Better Use Of Cash

A Mumbai-based Alternate Investment Fund has sought a seat on PTC India's board citing undervalued stock and financial inefficiency.

Florintree Advisors Pvt. Ltd. issued a notice under Section 160 of the Companies Act, 2013 proposing appointment of its nominee, Mathew Cyriac, who was till recently the co-head of private equity at Blackstone India, to PTC India's board, the company said in a regulatory filing. Under this section, the appointment requires the approval of shareholders who collectively hold 50 percent stake in PTC. Cyriac's candidature will come up for voting in the upcoming annual general meeting scheduled for September 25.

This is not the first instance of institutional investors wanting their own representative on the board of directors. In July this year, Unifi Capital proposed nominating its representative on the board of Alembic Ltd. Earlier this month, India Horizon Fund, together with IDBI Trusteeship filed an oppression and mismanagement petition before the Delhi Bench of the National Company Law Tribunal seeking ouster of Religare Enterprises Ltd.'s board. Minority shareholders typically do not to participate in the decision-making process of public companies with a controlling shareholder.

Highlighting its rationale, Florintree told proxy advisory firm IiAS that PTC India's return ratio trails peers despite its leading market share. There is merit in Florintree's pitch is that the company should get rid of the non-core investments, and return excess cash of up to Rs 600 crore to shareholders, IiAS said in a report.

If Florintree succeeds in appointing its representative on the board of PTC, the shareholder will be able to add value, which would encourage the company in retaining such representatives on its board, Amit Tandon of IiAS told BloombergQuint over the phone.