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Controversy-hit PTC India on Thursday denied allegations of mis-governance and non-compliance made its outgoing independent directors.

In a clarification filed with the exchanges, the state-run company has said that none of the board members raised any issue over the past six months and have only mentioned them in the resignation letters.

On the concerns raised by the independent directors regarding non-implementation of Risk Management Committee’s recommendations, the company said that the corrective actions suggested have already been taken.

The auditor’s review report on PTC’s latest quarterly earnings noted that the independent directors raised concerns regarding conduct of the proceedings of the Risk Management Committee (RMC), and cognizance taken by the board of directors of the RMC’s report to look into the matters of corporate governance of PFS, non-implementation of recommendations in the RMC report and calling meetings at short notice.

“The meetings of RMC were fixed with due consent of all members and in all these meetings all the independent directors were present. The final minutes of RMC were issued after issuance of draft minutes of each meeting, waiting for sufficient time (a minimum of 7 days in every case) for comments of members," the regulatory filing said.

It also denied the allegation that meetings were called at short notice.

“No short meetings were called except in emergent circumstances and in those meetings, no independent director objected to such convening of said short meeting and in fact they were attended by them. It may be noted that Company Act provides for calling of urgent meetings with presence of minimum one independent director," it said.

Further clarifying its stand, the company said that agenda notes for these meetings were circulated to members in time and in accordance with the prevailing practice and it was accepted and discussed by board members.

It however, added: “Further, few meetings called for discussions on urgent matters. However, no member of the Board raised objection for shorter notice."

“We would like to reassure all our esteemed investors about company’s commitment to meet all the statutory and regulatory compliances. Further, we would like to reiterate that the Management of PTC is committed towards the highest standards of transparency and corporate governance," it said.

The clarification comes after a series of resignations from the board of the state-run power trading company.

In the past fortnight, four independent directors, former diplomat Preeti Saran, BSE chairman S. S. Mundra, former secretary in the finance ministry Sushma Nath, and Jayant Purushottam Gokhale, founder of Gokhale & Sathe, resigned from the board of PTC’s controversy-hit subsidiary PTC India Financial Services (PFS).

On Thursday, the company also announced Raghuraj Madhav Rajendran, nominee director of the union ministry of power on its board ceased to be a director with effect from 1 December, 2022 consequent to relieving from his duties from the ministry.

“This information is delayed due to non-receipt of formal communication from Ministry of Power, Government of India, which is still pending," it said.

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