Crisis-hit PTC India Financial Services gets four independent directors

Crisis-hit PTC India Financial Services (PFS) has now got four new independent directors to temporarily help manage the non-banking finance company, which ran into trouble in January after all its three independent directors resigned over corporate governance issues.  All the new four independent directors — Sushama Nath; Devendra Swaroop Saksena; Ramesh Narain Misra and Jayant Purushottam Gokhale —are currently independent directors of parent company PTC India and have now also been appointed as independent directors at PFS. Their appointment —resolution by circulation — in PFS Board has now been disclosed in a stock exchange filing by PFS on Tuesday.  The communication to the stock exchanges however does not specify as to whether this arrangement has SEBI’s approval or not.  It maybe recalled that SEBI had early March denied for the second time the request of PFS to hold a board meeting without independent directors. Without independent directors, PFS was till now unable to hold Board meetings. Meanwhile, sources said that the latest move to appoint common independent directors does not mean that PFS has got a “clean chit” on the corporate governance violations that are being investigated by both SEBI and RBI.  While SEBI had rejected the action taken report submitted by PFS, the Board of parent PTC India is yet to submit its reply on the same that was forwarded to it by the market regulator for its comments, it is learnt. In view of the stalemate, it appears that SEBI has given a temporary solution asking the parent company PTC India to appoint four of their independent directors to its subsidiary as independent directors so that they can help the company run temporarily, sources said.  Corporate observers highlight that task is now cut out for the new set of independent directors as they have to do a fine balancing act in getting the company moving and at the same time ensure that compliances are met while seeing to it that no major decisions are taken by existing management till all investigation issues are settled by the regulatory authorities.  All eyes are on SEBI and RBI to see how they will sort out this matter, which has rocked corporate India after the resignation of all the three independent directors in January, they added. 

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