Rajib Kumar Mishra ceased to be chairman of PTC India Financial Services Limited (PFS) and Chairman and Managing Director (CMD) of PTC India Limited following an order from the Securities and Exchange Board of India (SEBI) that prohibits him from holding any directorial position for six months. This announcement was made by both companies on Thursday. PFS, which is promoted by PTC India Limited, operates as a non-deposit-taking Non-Banking Financial Company (NBFC) classified as an infrastructure finance company.
Mishra served as the chairman and non-executive director of PFS, and also held the position of Chairman and Managing Director at PTC India Limited.
In a regulatory filing to the stock exchanges, PFS stated, “Pursuant to the regulatory order issued by SEBI, Rajib Kumar Mishra ceases to be the chairman, non-executive director of the company with effect from the date of issue of the said order i.e. June 12, 2024.”
In a separate filing, PTC India Limited confirmed that Mishra ceased to hold his position in the company effective from the date of SEBI’s order.
Rajiv Maheshwari, Company Secretary at PTC India Limited, stated, “We are fully cooperating with the regulatory directives issued by SEBI. Ensuring adherence to corporate governance standards remains a top priority for us.”
On Wednesday, SEBI issued an order prohibiting Mishra from “holding any position of director or key managerial personnel in any listed company or any intermediary registered with SEBI or associating himself with any listed public company or a public company which intends to raise money from the public or any intermediary registered with SEBI, in any capacity, for a period of six months” due to corporate governance lapses at PFS. Additionally, SEBI imposed a fine of Rs 10 lakh on him.
SEBI also barred former PFS Managing Director (MD) and Chief Executive Officer (CEO) Pawan Singh from holding the position of director in any listed company for two years and fined him Rs 25 lakh. According to SEBI’s order, Singh “grossly misused” his position as the MD and CEO of PFS to obstruct Ratnesh from assuming the role of Whole Time Director (Finance) and Chief Financial Officer (CFO), which had been approved by the company’s board. The order further noted that Mishra acted as a willing accomplice to Singh.
Background of the Case
This regulatory action follows significant issues raised in 2022, when six independent directors (IDs) resigned from the PTC India board under Mishra’s and Singh’s leadership. SEBI’s investigation revealed that the audit committee chairman’s concerns were not accurately recorded in the meeting minutes, and both Mishra and Singh failed to objectively address the concerns raised by the resigning IDs, as noted in SEBI’s show cause notice (SCN).
SEBI’s decisive action highlights the critical importance of maintaining robust corporate governance practices and the serious consequences of failing to uphold these standards.
