In a theatrical exit that has sparked intense speculation, all three independent directors of PTC India Financial Services Ltd (PFS)—Seema Bahuguna, Naveen Bhushan Gupta, and PV Bharathi—resigned en-masse on September 26, 2025, just seven weeks before the three-year terms of two directors were set to expire. The abrupt departures, accompanied by pointed allegations of a “vicious” boardroom environment, are being widely interpreted as a calculated drama to pressure PFS and its parent, PTC India, into addressing governance issues—or to deflect attention from the directors’ own uncertain futures. Whispers within the company suggest the trio, aware their tenures were unlikely to be extended, orchestrated this public spectacle to cast themselves as governance martyrs while spotlighting internal rifts. No specific examples of new allegations have been brought forward in the resignation letter as seen by BW Businessworld.
The coordinated resignations come at a curious juncture: Bahuguna and Bharathi, who joined in November 2022, were due to complete their terms on November 14, 2025. By stepping down early, the directors have ensured maximum visibility for their grievances, raising questions about their intent to force accountability from management and promoter stakeholders like NTPC, NHPC, and Power Grid, who hold a 65 percent stake in PFS via PTC India. Insiders, however, paint a different picture, alleging the directors, facing the likelihood of no term extensions due to internal evaluations, chose a dramatic exit to shape the narrative in their favor.
In a sharply worded resignation letter to PFS Chairman Manoj Kumar Jhawar, Seema Bahuguna, a former IAS officer and ex-Secretary in the Department of Public Enterprises, detailed the board’s achievements since 2022, including recruiting a new MD, filling long-vacant posts, overhauling finance and audit processes, establishing internal controls, and ensuring regulatory compliance. “Due to these efforts, the Company had started improving its performance,” she wrote. Yet, she claimed that “during the last few months, an environment has been created in the company which has made it difficult for me to function in an independent and impartial manner,” prompting her immediate resignation to uphold governance standards.
Gupta and Bharathi’s resignations align with Bahuguna’s, with exchange filings citing similar constraints on independent functioning. The synchronized timing and public disclosure via BSE and NSE suggest a deliberate strategy to amplify pressure on PFS’s leadership, particularly MD & CEO and promoter nominees. But company insiders whisper that the trio’s exit was less about governance and more about preempting an unceremonious end to their tenures. “They knew extensions weren’t on the table,” a senior PFS official said on condition of anonymity. “This feels like a staged show to go out with a bang, painting the company as the villain while no new specific allegations have been brought forward.”
PFS, a systemically important NBFC financing India’s power and renewable energy sectors, has long been a governance lightning rod. In January 2022, three independent directors quit, alleging management overreach and withheld forensic audits, triggering a SEBI probe and a 19 percent stock plunge. By December 2022, four more independents left PTC India’s board, and in June 2024, SEBI barred former PTC Chairman Rajib K. Mishra for governance lapses tied to PFS. Just as PFS seemed to stabilize post-Mishra, this latest resignation saga has revived perceptions of boardroom strife.
PFS’s response was muted, with a filing thanking the directors for their service. PTC India, the promoter, has not commented, though past responses have dismissed such allegations as attempts to “malign” the company. The board, now reliant on promoter nominees, faces immediate challenges in filling audit and risk committee roles to maintain SEBI and RBI compliance.
The resignations underscore a broader trend of independent directors in PSU-linked firms using early exits to highlight governance red flags—or, as critics suggest, to stage high-profile departures when their roles are at risk. Whether this drama sparks meaningful reform or merely cements PFS’s reputation as a governance trouble spot remains unclear. For now, the boardroom theatrics have cast a long shadow over PFS’s critical role in India’s energy financing landscape. |
