February 2026 — Excellence Enablers has highlighted important corporate governance questions arising from the Securities Appellate Tribunal (SAT) proceedings concerning PTC India Financial Services Limited (PFS).

The discussion, featured in the February 2026 edition of its newsletter, examines the relationship between the Board of Directors and company management and considers how Board decisions should be implemented within a corporate structure.

The matter followed the resignation of three Independent Directors of PFS in January 2022. Their resignation letters reportedly raised concerns relating to corporate governance and were also shared with the Securities and Exchange Board of India (SEBI).

The newsletter focuses on several issues considered during the proceedings, including the appointment of a Whole Time Director and Director (Finance), reporting delays, Board directions, communication with the Chairman, amendments to sanction terms, requests made by Independent Directors, and the reconstitution of the Audit Committee.

A key governance question raised is the authority of the Board in relation to the Managing Director and CEO. The article notes that the Board occupies a position of authority over management and argues that the management should give effect to properly taken Board decisions.

The discussion also highlights the importance of accountability when Board directions are not implemented. It questions how responsibility should be established when management does not act on a direction communicated by the Board.

Another area discussed is the relationship between Independent Directors and management. The newsletter considers whether management should second-guess requests made by Independent Directors, particularly when those requests concern obtaining independent legal advice.

The article also examines the treatment of regulatory communications concerning the structure and composition of the Board. It raises questions about how companies should respond to directions or communications from regulators in matters involving corporate governance.

Excellence Enablers concludes that the PFS matter provides an opportunity to examine the structural foundations of corporate governance. The newsletter calls for greater clarity regarding the responsibilities of management in implementing Board decisions and stresses the importance of preserving the sanctity of the corporate structure.

The discussion is intended to examine corporate governance principles arising from the matter rather than provide a detailed assessment of every allegation or determine the correctness of the Tribunal's findings.

About Excellence Enablers

Excellence Enablers is a corporate governance-focused organisation working with Boards and senior leadership on governance-related matters. Its work includes Board evaluation, Board effectiveness, governance processes and related advisory areas.