SECP pursues action over SE Fruits disclosures, seeks stronger audit oversight

The Securities and Exchange Commission of Pakistan (SECP) said on Friday it was initiating regulatory action over “material discrepancies” in the Initial Public Offering (IPO) prospectus of SE Fruits and Vegetable Limited, which the Commission said was based on information provided in the company’s audited financial statements.

Last month, SE Fruits and Vegetable Limited, a fresh fruit and vegetable company, secured approval from the SECP for the issuance, circulation and publication of its prospectus for an IPO of 30 million ordinary shares.

SECP later suspended further proceedings subsequent to the book building process of SE Fruits and Vegetable Limited to “protect the investors”.

The company subsequently voluntarily withdrew the IPO with the intention to resubmit at a later stage with enhanced disclosures.

The subscription money was refunded to investors, according to a SECP statement.

The Commission said it was reviewing the SE Fruits IPO to determine responsibility for procedural irregularities.

“Appropriate action will be taken where violations are established,” it said.

Accurate financial statements and reliable audits support fair stock prices, sound bank lending and correct tax assessments. Misleading accounts can harm investors, lenders and government revenues, the SECP explained.

“The case highlights the need to strengthen the Audit Oversight Board (AOB),” it said.

The SECP emphasised the importance of aligning its legal framework with international practices and IFIAR principles.

“Internationally, auditors serve as gatekeepers of financial integrity. To hold them accountable, the AOB needs effective inspection and enforcement powers, adequate technical staff and stable funding.”

IPO filing procedure

Any company seeking to raise funds through an IPO must disclose its financial position, business plans and risks in a prospectus so investors can make informed decisions. The process and responsibilities are:

a) The company prepares accurate financial records and shows complete business disclosures.
b) The external auditor carries out an audit of the financial statements.
c) The consultant to the issue conducts due diligence, prepares the draft prospectus and submits the applications to PSX.
d) The PSX’s listing committee reviews the applications and also seeks public comments on the draft prospectus.
e) The company and consultant address observations, update disclosures and submit the due diligence certificate. The objective is achieving complete transparency to the investors.
f) PSX decides the listing application, followed by SECP’s decision on the prospectus.

After approval, the company publishes the approved prospectus on PRIDE (Public Offerings Revolutionised through an Integrated and Digitised Experience) and the bookbuilding process starts.

Under sections 134 and 136 of the Securities Act, 2015, fraudulently inducing securities transactions and making false or misleading statements are criminal offences.