Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Jerasia Capital Berhad (In Liquidation) (JERASIA) and three of its directors for breach of the Bursa Malaysia Securities MAIN Market Listing Requirements (MAIN LR). In addition, the three directors were imposed total fines of RM50,000.
JERASIA was publicly reprimanded for breach of paragraph 9.19(19)(a)(ii) of the MAIN LR for failing to make an immediate announcement of the winding-up order dated 29 March 2023 obtained by AmBank (M) Berhad against JERASIA (Winding-Up Order). JERASIA only announced the Winding-Up Order on 12 April 2023, after a delay of 10 market days and announced further information of the Winding-Up Order as required by Bursa Malaysia Securities on 13 April 2023.
Notwithstanding that JERASIA had been de-listed on 24 August 2023, the breach was committed while the Company was listed on the Official List of Bursa Malaysia Securities.
Three directors of JERASIA at the material time had breached paragraph 16.13(b) of the MAIN LR for permitting JERASIA to commit the breach for which the following penalties were imposed on them: -
|
No. |
Directors |
Penalties |
|
1. |
Pronob Kumar Sen Gupta Group Managing Director |
Public Reprimand and Fine of RM25,000
|
|
2. |
Dato’ Dr. Yong Yuan Tan Non-Independent Non-Executive Director |
Public Reprimand and Fine of RM12,500
|
|
3. |
Arnold Kwan Poon Keong Independent Non-Executive Director Audit Committee Chairman
|
Public Reprimand and Fine of RM12,500 |
The finding of breach and imposition of the above penalties on JERASIA and the directors were made pursuant to paragraph 16.19 of the MAIN LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality of the breach, impact of the breach to JERASIA and its shareholders/investors, the roles, responsibilities, knowledge, and conduct of the directors.
Bursa Malaysia Securities views the breach seriously as the requirement to make an immediate announcement of a winding-up order which affects the interest of shareholders and triggered de-listing under paragraph 16.11(2)(d)(ii) of the MAIN LR was crucial to shareholders and investors to aid informed investment decision.
BACKGROUND
JERASIA had failed to make an immediate announcement of the Winding-Up Order which was made by the Shah Alam High Court on 29 March 2023. JERASIA only announced the WindingUp Order on 12 April 2023, after a delay of 10 market days. Arising from the Winding-Up Order, the Company’s securities were suspended on 25 April 2023 and the Company was subsequently de-listed on 24 August 2023 pursuant to paragraph 16.11(2)(d)(ii) of the MAIN LR.
There was no reasonable explanation for the failure of JERASIA and its directors to make an immediate announcement of the Winding-Up Order. It is clear from paragraph 9.19(19)(a)(ii) of the MAIN LR and the Corporate Disclosure Guide issued by Bursa Malaysia Securities that a listed issuer is required to make an immediate announcement to the Exchange upon any winding-up order being made against a listed issuer.
The directors, who knew of the Winding-Up Order, could not merely rely on the solicitors’ advice to wait for the sealed order before making the announcement without reasonable enquiries/assessment and/or seeking the advice of the company secretary towards ensuring compliance with the MAIN LR. This was particularly in view of the materiality of the announcement to shareholders and investors to make informed investment decision and the implications or effects of the Winding-Up Order vis-à-vis the significant consequence of delisting arising from the Winding-Up Order.
