SEBI restrains former PTC India CMD from holding post

This order addresses SEBI's enforcement proceedings against Rajib Kumar Mishra, the former Chairman and Managing Director (CMD) of PTC India Ltd., regarding alleged violations of corporate governance norms, specifically concerning the selection process for the CMD role and the conduct of the Nomination and Remuneration Committee.

Who it concerns: Rajib Kumar Mishra (also referred to as Rajib Kumar Mishra), PTC India Ltd.

What SEBI found or ordered

• SEBI issued a Show Cause Notice (SCN) on January 07, 2025, alleging violations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
• Allegations include failure to ensure effective Board functioning, failure to recuse himself from CMD appointment discussions, and influencing the Nomination and Remuneration Committee (NRC).
• SEBI alleged that the Noticee failed to act on concerns raised by four independent directors in their resignation letters.
• SEBI alleged that the Noticee incurred legal expenses of Rs. 55.17 Lakhs not pertaining to the business purpose of the Company.
• SEBI alleged that the Noticee took possession of his official computer system on June 13, 2024, one day after a SEBI order restrained him from holding the CMD post.
• The order discusses the Noticee's request for additional time and access to various documents, including board minutes and video recordings, which SEBI examined.

Also in the document

• The case involves a listed company (PTC India Ltd.) with shares listed on BSE and NSE since 2004.
• The allegations stem from a complaint by Mr. D.S. Saksena dated July 17, 2023, and media articles.
• The order notes that the Noticee is a retired individual, which is considered in the context of disciplinary proceedings.
• The order references a previous SEBI order dated June 12, 2024, which restrained the Noticee from holding the post of CMD.