Fund manager Pinebridge implicated in $150 million fraud

KARACHI: The Sindh High Court (SHC) has ruled that the acquisition of TRG Pakistan Limited shares by Bermuda-based Greentree Holdings was unlawful, fraudulent, and oppressive. In a 52-page judgment, the court directed the venture capital firm to hold overdue board elections that were withheld since January 14, 2025.

The ruling came in response to a petition filed by TRG’s former CEO and founder, Zia Chishti, against TRG Pakistan, its affiliate TRG International, and Greentree Holdings. The case alleged that nearly 30% of TRG’s shares were acquired using $80 million of TRG’s own funds, in violation of Section 86(2) of the Companies Act 2017.

Justice Adnan Iqbal Chaudhry stated: “The affairs of TRGP are being conducted in an unlawful and fraudulent manner and in a manner oppressive to members such as the Petitioner (Zia Chishti).”

The court found that financial assistance was provided through offshore affiliates to enable Greentree’s purchase of shares, undermining corporate governance and violating fiduciary responsibilities.

The ruling also invalidated Greentree’s attempt to acquire an additional 35% stake using another $70 million from TRG funds. The court found the scheme aimed to transfer control of the company unfairly to former TRG partners Mohammed Khaishgi, Hasnain Aslam, and nominees from Pinebridge Investments.

Legal experts described the decision as a landmark in Pakistan’s corporate law, reinforcing board accountability and shareholders’ rights. With Greentree’s shares nullified, Chishti and his family now reportedly hold over 20% of TRG’s shares, making them the largest shareholders ahead of the court-ordered elections.

TRG executives did not officially comment. However, a company source said, “In a long battle, there are twists and turns. It’s an appeal-able decision.” The current board is expected to challenge the verdict in the Supreme Court.