KARACHI – In a detailed 52-page ruling, the Sindh High Court has determined that the management of TRG Pakistan was engaged in fraudulent activities, declaring that the historic and prospective acquisition of TRG shares by Bermuda-based Greentree Holdings was illegal, fraudulent, and oppressive.
The Sindh High Court has also ordered TRG Pakistan to promptly conduct board elections, which have been overdue and improperly delayed by the current board since January 14, 2025.
In a decision, the court has blocked Greentree Holdings’ attempted takeover of TRG Pakistan Limited, asserting that the shares acquired by Greentree, which represent nearly 30% of TRG’s stock, were unlawfully financed using TRG’s own funds, in violation of Section 86(2) of the Companies Act 2017.
Justice Adnan Iqbal Chaudhry stated, “After determining that the affairs of TRG Pakistan are being conducted unlawfully and fraudulently, and in a manner that is oppressive to members such as the Petitioner, Zia Chishti, this case necessitates corrective orders under subsection (2) of Section 286 of the Companies Act.”
This case was initiated by Zia Chishti, the former CEO and founder of TRG Pakistan, against TRG Pakistan, its affiliate, TRG International, and TRG International’s wholly owned subsidiary, Greentree Limited. Additionally, the lawsuit named AKD Securities for managing Greentree’s illegal tender offer, as well as various regulators, requiring them to fulfil their regulatory responsibilities.
The case centred around the dispute that shell company Greentree Limited was fraudulently using TRG Pakistan’s funds to purchase TRG Pakistan’s shares to give control to Zia Chishti’s former partners, Mohammed Khaishgi, Hasnain Aslam and Pinebridge Investments.
According to the case facts, the Chairman of TRG Pakistan, Mohammed Khaishgi, and the CEO of TRG Pakistan, Hasnain Aslam, masterminded the $150 million fraud. They did so in collaboration with Hong Kong-based fund manager Pinebridge, which has two nominees on TRG Pakistan’s board: Mr. John Leone and Mr. Patrick McGinnis.
According to the court papers, Khaishgi, Aslam, Leone, and McGinnis established a shell company called Greentree, which they secretly controlled, from which they began purchasing shares of TRG Pakistan. The fraud was that Greentree was using TRG Pakistan’s funds itself. The idea was to give Khaishgi, Aslam, Leone, and McGinnis control over TRG Pakistan even though they owned less than 1% of the company, lawyers of the petitioner told the court.
This was all part of a broader battle for control over TRG Pakistan, which is raging between Khaishgi, Aslam, Leone, and McGinnis on one side and TRG Pakistan founder Zia Chishti on the other. Zia Chishti has been trying to retake control of TRG Pakistan after he was forced to resign in 2021 based on sexual misconduct allegations made by a former employee of his. This year, those allegations were shown to be without basis in litigation that Chishti launched in the United Kingdom against The Telegraph newspaper, which had printed the allegations. The Telegraph was forced to apologise for 13 separate articles it published about Chishti and paid him damages and legal costs.
After Chishti resigned in 2021, Khaishgi, Aslam, Leone, and McGinnis moved to take total control over TRG Pakistan and its various subsidiaries, including TRG International and to block out Chishti. The Sindh High Court’s ruling today has reversed that effort, ruling the scheme fraudulent, illegal, and oppressive.
It now appears that Zia Chishti will take control of TRG Pakistan in short order when elections are called. He and his family are now the largest shareholders, holding over 30% of the interest. He is closely followed by companies related to Jahangir Siddiqui & Company, which have over a 20% interest. The result appears to be a complete vindication for Zia Chishti and damning for his rivals Aslam, Khaishgi, Leone, and McGinnis who have been ruled to have been conducting a fraud.
TRG Pakistan’s share price dropped by over 8% following reports of a significant trading volume. Market analysts attribute this decline to the expiration of the tender offer at Rs 75, suggesting that shares will now trade closer to their intrinsic value. Currently, the shares are priced at Rs 59 each.
According to a court ruling, since 2021, the shell company Greentree has acquired approximately 30% of TRG shares using $80 million of TRG’s own funds. This indicates that the directors of TRG Pakistan permitted company assets to be redirected through offshore affiliates—TRG International and Greentree—for the purpose of purchasing TRG shares. Such actions have been deemed both fraudulent and oppressive to minority shareholders. The Sindh High Court also ruled against Greentree’s further attempt to acquire an additional 35% of TRG shares, worth $70 million, from TRG’s funds through a tender offer.
This ruling marks a significant victory for tech entrepreneur Zia Chishti against his former partners, clearing the way for him to potentially take control of TRG within a few weeks.
