SEBI directs PFS to resolve governance issues before holding board meeting

The capital market regulator, SEBI is understood to have directed the crisis-ridden PTC India Financial Services (PFS) to first resolve the corporate governance issues being faced by the company before holding a meeting of its board of directors. The subsidiary of state-run power trading company PTC India was scheduled to hold a Board meeting on Saturday to take forward the process for the selection of independent directors. The company could not hold the Board meeting as it did not have the mandated quorum nor the go-ahead from the regulator. The three independent directors of PFS — Kamlesh Shivji Vikamsey, Santosh B Nayar, and Thomas Mathew T — resigned on Wednesday alleging serious corporate governance issues at the systemically important non-deposit taking non-banking financial company (NBFC). Sources have told BusinessLine that SEBI directed the company to resolve the issues being raised by the independent directors who resigned from the NBFC, which is an Infrastructure Finance Company (IFC) by RBI. PFS had approached the SEBI for its consent to hold a board meeting to select independent directors. As per SEBI rules, a listed company should have a certain number of independent directors as part of its board of directors for meeting the quorum to hold a board meeting. At present, PFS’ board comprises MD & CEO Pawan Singh as well as promoter group nominees, Rajib Kumar Mishra and Pankaj Goel. However, the company can hold a board meeting if the market regulator were to allow for the same. No response could be taken from PFS till the time of going to press over the communication from the markets regulator as well as the status of its board meeting. Meanwhile, IL&FS Tamil Nadu Power (ITPCL) in a statement said, “ITPCL loan account has not been declared a fraud by any lender till date and, as such, has not been reported as a fraud in RBI CRILC reporting. Any such information/mention of the account being declared as fraud is factually incorrect.” This was in response to allegations made by Vikamsey on waiver of special conditions to ITPCL. On Friday, Rakesh Kacker, an independent director on PTC India’s board board, resigned, with immediate effect citing serious corporate governance issues. Kacker, a retired IAS officer, was an independent director with PTC from April 2017 and with PFS from October 2019. At PTC, he chaired the committee on ‘nomination & remuneration’ and was a member of the ‘risk management’ committee under the board of directors.

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