sebi:WTM/ASB/CFD/CFD-SEC-2/30416/2024-25

SEBI · SEBI · 2021-08-05 · Ashwani Bhatia, Whole Time Member

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Order in the Matter of Corporate Governance Issues in PTC India Financial Services Ltd. Page 2 of 111 Facts of the Case and the Allegations in the SCN: 3. PFS, which was incorporated on September 8, 2006, is a licensed Non- Banking Finance Company ('NBFC') classified as 'Infrastructure Finance Company' by the Reserve Bank of India ('RBI'). Its shares are listed on the Bombay Stock Exchange ('BSE') and the National Stock Exchange ('NSE') since March 30, 2011. Pawan Singh ('Noticee 1') was the Managing Director and Chief Executive Officer ('MD-CEO') of PFS during the Examination Period. Rajib Kumar Mishra (‘Noticee 2’) has been PFS’s Non-Executive Chairman from November 08, 2021. PFS is a material subsidiary of PTC, which holds 64.99% shares in PFS.

Order in the Matter of Corporate Governance Issues in PTC India Financial Services Ltd. Page 3 of 111 Corporate Social Responsibility Committee (CSRC), were also rendered inoperable. On January 21, 2022, Rakesh Kacker, an ID in both PTC and PFS (tenure as ID in PFS ended on December 31, 2021) also resigned from the Board of PTC citing similar concerns raised by the three IDs of PFS in their resignation letters to PFS.

Order in the Matter of Corporate Governance Issues in PTC India Financial Services Ltd. Page 4 of 111 the corporate governance issues highlighted by the three IDs in their resignation letters.

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Source: SecMarx — sebi:WTM/ASB/CFD/CFD-SEC-2/30416/2024-25. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.