PTC India Financial Services (PFS) on Monday said that it has submitted the action taken report (ATR) and replies to the issues raised by three of its independent directors while resigning from the company last month alleging serious corporate governance issues. Since PFS was directed by the markets regulator SEBI to first address issues raised by the three independent directors and submit an ATR, the company could not convene a board meeting to approve its Q3 FY22 results. The non-banking financial company (NBFC) said its results will be delayed. The results of its promoter firm, PTC India, also have been delayed as the State-run company cannot approve its consolidated results without PFS.

PFS results delayed

SEBI, in a communication to the company on January 22, directed it to address the corporate governance issues and all other issues raised by the resigning independent directors and ex-Chairperson before holding a meeting of its board of directors, PFS said in a regulatory filing on the BSE. The company was to hold a board meeting on January 22 to take forward selection of independent directors, which could not take place due to lack of quorum in the Board. It was to replace the three directors — Kamlesh Shivji Vikamsey, Santosh B Nayar, and Thomas Mathew T. “We would like to mention that the company has already submitted the point wise reply to the allegations made by the independent directors in their resignation letter (dated January 19, 2022) and also the action taken report as desired by SEBI,” it added. The company further said that it has filed an application with SEBI for seeking exemption from the relevant provisions of SEBI Listing Regulations, 2015 to allow the board meeting for the appointment of independent directors and the approval of the SEBI is yet to be received for convening of the board meeting. “Consequent to the above, the meeting of the board of directors of the company could not be held for approval of the financial results for the quarter and nine months ended December 31, 2021 within the timelines prescribed under Regulation 33 of SEBI Listing Regulations, 2015,” it added. PFS said that it will publish the financial results after getting the approval from the markets regulator.

PTC India results too delayed

Meanwhile, its promoter firm PTC India, too, informed the BSE about the delay in filing of its Q3 FY22 results. “This is to bring to your kind notice that board of directors in its meeting dated February 14, 2022 decided to defer the agenda item of consideration and approval of the financial results of PTC India for the quarter and nine month ended December 31, 2021 on account of non-availability of limited review financial results of PTC India Financial Services, a subsidiary company of PTC, for consolidation,” PTC India said in a BSE filing. This decision was taken despite the standalone results of PTC India being available since proper compliance of regulations 33(3) would require consolidated results to be considered in addition to standalone results. PFS, in which PTC India holds 64.99 per cent stake, is registered with the RBI as a non-banking financial company (NBFC). Independent Directors on the board of PFS resigned on January 19. SEBI directed PFS not to hold board meetings till all issues are addressed. In absence of convening of a valid board meeting, limited reviewed financial results of PFS were not available for consolidation with the company for submission to stock exchanges, it added. “The company has also taken up the matter with SEBI for exemption/extension/ clarification and will submit its financial results in the due course,” the power trader said.

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