Thread by @sulemaniya_

Security Papers Limited (SPL): 15 Months of Illegal Governance – Urgent Action Needed from SECP

For the past 15 months, Security Papers Limited (SPL)—a State-Owned Enterprise (SOE) and publicly listed company—has been operating with an illegally constituted board, lacking any representation of minority shareholders, independent directors, or female directors, in clear violation of corporate governance laws.

Despite clear determinations by the Securities and Exchange Commission of Pakistan (SECP) and the Ministry of Finance (MoF) that SPL’s previous independent directors were ineligible, the company has continuously ignored these rulings and resorted to frivolous litigation to delay compliance.

SECP’s Ruling and SPL’s Ongoing Violations

✔ SECP’s decision (Feb 9, 2024) required SPL to proceed with elections based on the original shareholder list, candidates, and proxies from the 8th EOGM (Nov 29, 2023).

❌ Instead of complying, SPL unlawfully canceled the process, sought fresh nominations, and issued a new election notice on March 6, 2025, in direct violation of SECP’s clear directives and superior court rulings.

✔ Three directors—Mrs. Farzana Munaf, Mr. Asad Ali Shah, and Mr. Ahmed Munaf—were deemed elected as per Section 159(5) of the Companies Act, 2017, since all other candidates withdrew.

❌ Despite this, SPL has refused to acknowledge their election and continues to delay the transition of its board, violating both SECP’s orders and the fundamental rights of shareholders.

A Dangerous Precedent

SPL’s actions are not just an isolated case—they set a dangerous precedent where majority shareholders can manipulate elections and block legitimate shareholder representation. If left unchecked, this will erode investor confidence in Pakistan’s capital markets and embolden other listed companies to exploit similar legal loopholes.

Urgent Action Needed from SECP

While SECP has taken important steps to address this, the situation demands swift and decisive enforcement to:

✔ Recognize the deemed election of the three directors and ensure their immediate appointment.
✔ Stop SPL’s continued violations of SECP directives and corporate governance laws.
✔ Prevent frivolous litigation from being used as a delay tactic to evade accountability.

We trust SECP will act urgently to uphold its commitment to corporate governance, minority shareholder rights, and capital market integrity.

📄 For full details, refer to the official letter
#CorporateGovernance #SECP #SecurityPapersLimited #ShareholderRights #PublicSectorCompanies #InvestorConfidence #CapitalMarkets

@akifsaeed65 @Asad_Ashah @pakstockexgltd @tisistheend @StateBank_Pak @Profitpk @motasim @Financegovpk @MIshaqDar50 @IMFSpokesperson @FaseehMangi @StutterFreak @goneneutral @nadeemhaque @YousufNazar @AdilNajam @PakPMO @81ShahbazRana @ZahrahV @z

A Fraudulent Election!!
1) In Continuation to my previous Thread on the Subject of elections for Independent directors of Security Papers Limited I would like to state that We are witnessing an election fraud of Epic proportions and it is high time the Secp and PSX need to start penalising the company indulging in this. It is so blatant that this company doesn’t even give any credence to Secp orders and thinks it is above the Law! The @SECPakistan had ordered to conduct elections under the SOE Act of 2023. Even the Appellate Bench of the @SECPakistan dismissed the case of the company and deemed it to be a Public Sector Corporation which the company challenged once again and took a limited stay from the court. Thereafter on the hearing of the 19th of March 2025 the company’s lawyer didn’t turn up and the court adjourned the hearing so they have rushed these elections knowing fully well that the elections of independent directors have already taken place earlier as the 3 govt backed candidates were declared ineligible by the Ministry of Finance.

2) As per CO 33/2012 which has become a precedent case in pakistan on the way AGMs are conducted the court held that an adjourned meeting’s agenda can’t be changed until that meeting is finished. @SecurityPapers in its Election notice dated 6th March 2025 once again opened the entire election process again and sought new nominations for people to stand up as directors which they clearly can’t as per the current judgments of courts as adjourned meetings agendas can’t be changed until they are finished. Not only that they also tried to keep two original candidates out of this process by asking them to file their affidavits again which they had already done before. Also for the last 2 years the company was fighting for the fact that govt employees could stand up for elections but in the new election notice the company has accepted this and stated that candidates don’t have to be govt employees etc. so what changed? Why was there such a delay as the elections should have already been deemed to have been conducted when the 3 govt nominees were declared ineligible by the Minisnteh of Finance and one Sualeh Faruqui already resigned and accepted this while Uzma Aijaz also did the same. Also this notice of changing the goal posts is Void Ab initio as discussed earlier but the company still persisted.

3) In the list of candidates the company has curiously removed the name of Asad Ali Shah and Ahmed Munaf who should both have been elected as deemed but rather opened the list. Is this even allowed and they have also increased the candidates standing up as female directors which also it can’t since at that time there was only 1 female standing up. Ahmed Munaf has already written to the @secp highlighting all these illegalities on 10th March 2025 which has been pinned to this tweet however has yet to get any response from the commission. Also these elections were supposed to be held at the end of 2023 at which time State Life owned 9% of @SecurityPapers but recently a few months (in December 2024 to be exact) back State Life had to sell its holding under pressure from SBP in the mkt where UBL bank bought it (rumours of the SBP pushing UBL to do this as the Security Papers non compliances got a lot of heat) so effectively this was supposed to be a transaction which was done to hood wink everyone but even then Security papers still had 55% govt direct indirect shareholding so still a Public Sector Corporation.

The company previously had cancelled by proxies illegally which it didn’t have any right to and Secp ordered it not to do that and once they knew this that they would lose the elections they adjourned the dates of the elections. Curiously once @SECPakistan ordered them to restore by proxies they refused to inform the registrars Famco who told me they will only accept direction from the comely. Even though I forwarded them @SECPakistan email. This also needs to be taken up by @SECPakistan as to who the registrars have to listen to? The company or the regulator? @SECPakistan gave them a number of extensions and then finally once they were stopped the election date for this election was given In March 2025 after they got a stay from the court for the appellate bench decision to be suspend ed while the case is still going on and in yesterdays hearing their lawyer Munir Malik took an adjournment by not even attending the court hearing. So on an adjournment hearing how can the company along with its directors deem that it is not a Public Sector Corporation and throw the direction of @SECPakistan to conduct elections as per SOE Act 2023 (once again another infraction of the highest order) down the ground and consistently mislead shareholders and @SECPakistan. For my old proxies when I asked the registrar they told me that the company had still not informed them while to PSX the company had stated that they would accept proxies. Screen shots shared here for all to see how the elections and the election process is being gamed against minorities as if we are going back to the 1980s where everything goes.

The company has ridiculously spent so much money last year on legal fees along with this year too (the breakups for this year doesn’t exist) where they have lost all cases (infact they don’t have a case) while their only hope is to delay the inevitable. The question which needs to be asked is why? The reason is they don’t want truly independent people who can potentially uncover the frauds in this company (there have been too many articles in leading newspapers on this which I would advice you all to read in case you haven’t read).
This is infact a war between David and Goliath where The only interest of Goliath is to use filibusters to delay the event and get a reprieve. This essence of good corporate governance is to improve oneself but here there is so much push back that it shows they are trying to hide frauds of monumental proportions. Just look at the resignation of their Audit Chairman who didn’t even have any skillet and form your own opinion a simple BCom being asked to be Audit chairman at a company controlled by the SBP

This company has been without any real independent director for the last 6 years. The @SECPakistan original order to declare this a Public Sector Corporation had to be given Ex parte because the company was consistently delaying giving responses to the commission and committing delaying tactics and the same happened with the order of the Appellate bench where we had to get the frivolous stays dismissed for the @SECPakistan to do its work. The Secp Appellate order which quashed The company’s appeal secp.gov.pk/document/appea…. So the company and the @StateBank_Pak think to introduce Real independent directors would perhaps lead to huge changes or maybe the @StateBank_Pak is not being advised well . This is a test case for the @Financegovpk @kschehzad and Muhammad Aurangzeb to look into. We have an Ex banker Aftab Manzoor as chairman of @SecurityPapers under whose eyes all of these infractions are taking place (we must remember him from his Soneri days!!). Once again I ans others implore the @SECPakistan @akifsaeed65 to look into this. @SECPakistan has done a great job at first its initial order and the order of the Appellate bench but we also need the commission to follow thru through its legal team to make sure these companies are unable to defraud shareholders and oppress minorities with wanton disregard of the Law!!

4) The company has ridiculously spent so much money last year on legal fees along with this year too (the breakups for this year doesn’t exist) where they have lost all cases (infact they don’t have a case) while their only hope is to delay the inevitable. The question which needs to be asked is why? The reason is they don’t want truly independent people who can potentially uncover the frauds in this company (there have been too many articles in leading newspapers on this which I would advice you all to read in case you haven’t read).
This is infact a war between David and Goliath where The only interest of Goliath is to use filibusters to delay the event and get a reprieve. This essence of good corporate governance is to improve oneself but here there is so much push back that it shows they are trying to hide frauds of monumental proportions. Just look at the resignation of their Audit Chairman who didn’t even have any skillet and form your own opinion a simple BCom being asked to be Audit chairman at a company controlled by the SBP

5) This company has been without any real independent director for the last 6 years. The @SECPakistan original order to declare this a Public Sector Corporation had to be given Ex parte because the company was consistently delaying giving responses to the commission and committing delaying tactics and the same happened with the order of the Appellate bench where we had to get the frivolous stays dismissed for the @SECPakistan to do its work. The Secp Appellate order which quashed The company’s appeal secp.gov.pk/document/appea…. So the company and the @StateBank_Pak think to introduce Real independent directors would perhaps lead to huge changes or maybe the @StateBank_Pak is not being advised well . This is a test case for the @Financegovpk @kschehzad and Muhammad Aurangzeb to look into. We have an Ex banker Aftab Manzoor as chairman of @SecurityPapers under whose eyes all of these infractions are taking place (we must remember him from his Soneri days!!). Once again I along with others implore the @SECPakistan @akifsaeed65 to look into this. @SECPakistan has done a great job on its initial order to declare the company as a PSC and the order of the Appellate bench but we also need the commission to follow thru through its legal team to make sure these companies are unable to defraud shareholders and oppress minorities with wanton disregard of the Law by once again going in courts and delaying the inevitable in which managements win while shareholders lose. Infact CEOs of such companies need to be not only fined but made to pay the entire Legal costs with no indemnity given.

@akifsaeed65 @Asad_Ashah @pakstockexgltd @tisistheend @StateBank_Pak @Profitpk @motasim @Financegovpk @MIshaqDar50 @IMFSpokesperson @FaseehMangi @StutterFreak @goneneutral @YousufNazar @AdilNajam @PakPMO @81ShahbazRana @ZahrahV @SecurityPapers @SECPakistan @threadreaderapp unroll please