Independent Directors on the board of PTC India Financial Services Limited, Kamlesh Vikamsey and Santosh Nayar, tendered their resignations today citing gravel concerns relating to corporate governance issues at the company. In their extremely detailed letters of resignation, both directors have not only highlighted the key issues of concerns, but also appended ongoing communication over a period of time regarding these matters.

In their letters they highlight the following as the main issues:

Issues in the appointment of Director (Finance & CFO) – it is alleged that despite due process being followed, the Managing Director, created hurdles and ultimately thwarted the joining of Ratnesh as Wholetime Director through unilateral actions which were described them as ultra vires of the Companies Act 2013.
Issues regarding load to NSL Nagapatnam Power and Infotech Limited – in this case the directors have cited the non-sharing of the forensic audit report regarding this NPA and the thwarting of the process of auditing the matter and reporting to the RBI due to an evasive and non-cooperative management.
Lack of action on various governance issues
Unilateral change in conditions of loans, without prior approval of the board
‘Blatantly’ ignoring the communications of the independent directors
Skewed information shared with the board

The strongly worded letters and annexures have been also copied by the directors to SEBI, RBI, Ministry of Corporate Affairs and the Registrar of Companies. We will be monitoring the developments in this matter and updating our reports as further information becomes available.

Concerns Around Corporate Governance At PTC As Independent Directors Resign