State-run PTC India said on Friday that Rakesh Kacker, an independent director has resigned, citing serious corporate governance issues, which led to the resignation of three independent directors on board of the company’s arm PTC Financial Services (PFC), on Wednesday. The resignation comes amidst PTC India scheduling a board meeting on Saturday. “It is my unfortunate duty to inform you that I am resigning from the position of independent director in PTC India (PTC) with immediate effect. I had been an independent director in PTC India Financial Services (PFS) till December 31, 2021,” Kacker said in a letter to PTC’s board, which the company in a regulatory filing on stock exchanges. Kacker, a retired IAS officer and former secretary in the Food Processing Ministry, was an independent director with PTC from April 2017 and 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. “I have seen from close quarters the unfortunate developments over the past few months in that company. Despite our best efforts the independent directors could not convince the management of PTC and PFS to take proper action to run the company in accordance with what we considered the correct course of action. As a result, the company is now facing serious governance issues with several defaults of the Companies Ac and the SEBI (Listing Obligations & Disclosure Requirements) Regulations. Due to this, the operations of the Company also must have been affected,” Kacker said. Besides registering his concerns with the PTC board, Kacker also shared the resignation letters of the three independent directors of PFS — Kamlesh Shivji Vikamsey, Santosh B Nayar and Thomas Mathew T — who had resigned alleging serious corporate governance issues. He further said the three former independent directors of PFC shared their resignation letters with him, which bring to light “various lapses and governance failures in PFS” in detail. The three directors raised their concerns over the appointment of a board member and chief financial officer, a 125-crore loan to NSL Nagapatnam Power and Infratech as well as unilateral changes in the conditions associated with loans to a highway project, among others. They also claimed that the company ignored communication from independent directors, including emails seeking board and committee meetings. PTC India’s board now comprises MD & CEO Pawan Singh as well as promoter group nominees, Rajib Kumar Mishra and Pankaj Goel. PFS is registered as a systemically important non-banking financial company (NBFC) and is classified as an infrastructure finance company (IFC) with the RBI. It is engaged of making investments in, and providing financing solutions to companies with projects in the power sector and related areas. The NBFC’s outstanding loans as on September 30, 2021, stood at Rs 9,633 crore, down from Rs 11,638 crore a year ago. Gross non-performing assets (NPAs) stood at Rs 821 crore, or 8.52 per cent of outstanding loans.

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