The Securities and Exchange Commission of Pakistan (SECP) has observed that the Commission is committed to protecting the rights of unit holders by maintaining discipline in mutual fund industry and any condition imposed or direction given to a regulated entity should be complied with in letter and spirit.
According to an order of SECP commissioner of Specialized Companies Division (SCD) issued by the SECP here Tuesday, the management of an Asset Management Company was found to be negligent in this instant case as it failed to comply with the conditions imposed by the Commission. However, the process of conversion has already been started by the company and it is taking various steps to comply with the directions of the Commission by converting funds under the guidance of all stakeholders. Therefore, the company and its CEO are hereby strictly advised to ensure compliance with the regulatory framework in future, the SECP order added.
The SECP order said that the order shall dispose of the proceedings initiated against an asset management company and its chief executive officer (CEO) (collectively the respondents) through show cause notice dated February 13, 2017 under section 282J (1) read with section 282M (1) and section 282D of the Companies Ordinance, 1984 (Ordinance).
The brief facts of the case are that the SECP while granting merger of a corporation with and into the said asset management company under section 282L of the ordinance through order dated August 31, 2016 (the "order") imposed certain condition. The Commission vide its letter dated December 13, 2016 asked the asset management company to provide the status of compliance with the said condition of the order. It was construed from the facts gathered that the company and its CEO have failed to comply with the merger condition which attracts penal provision of sub-section (1) of section 282J of the ordinance.
The SECP has analyzed the facts of the case, relevant provisions of the ordinance referred; the arguments put forth by the respondents in writing as well as during the course of hearing and developments took place subsequent to the hearing. Despite having granted extension till December 31, 2016, the company did not timely initiate the conversion process.
The review of the minutes of the 58th meeting of the board of directors of the company revealed that the management of company is authorized to seek clarification from the SECP regarding conversion related issues and if required, seek an extension in the deadline to ensure smooth transition for the unit holders. However, no such clarification or extension was sought from the Commission until SECP asked the management to provide an update on the conversion process.
It is pertinent to mention that the company asked for the relaxation only after an update in the matter was sought by the Commission and the deadline of December 31, 2016 was fast approaching. Furthermore, the company also sought clarifications on the conversion process. The documentary evidence available on record does not support the claim of company that the consultative process for conversion was initiated immediately after the order for merger, dated August 31, 2016.
Had the company approached the Commission for clarification earlier and in a timely manner, the same would have been provided to them accordingly, the SECP said. The Commission is committed to protecting the rights of unit holders by maintaining discipline in the mutual fund industry. In this regard, any condition imposed or direction given to a regulated entity should be complied with in letter and spirit, the SECP added.
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