The Bangladesh Securities and Exchange Commission (BSEC) will take actions against Monno Jute Stafflers Ltd and Monno Fabrics Ltd for providing false information in appointing independent directors.
Both companies have violated the corporate governance code and the Securities and Exchange Ordinance 1969.
Sources in the companies said Monno Jute Stafflers Ltd and Monno Fabrics appointed Arefin as the independent director on June 12, 2020, for three years.
SM Shamsul is the CEO and managing director of Uttara Finance and Investments Ltd and a nominated chairman of Uttara Finance Capital Management Limited.
As per the law, an independent director cannot be an intermediary of the capital market.
Monno Jute Stafllers Limited was incorporated on June 16, 1978, to produce spare parts and accessories of jute and textile mills for selling in the local and foreign markets.
In the first nine months of the last fiscal year, the company's net profit was Tk0.94 crore, which was Tk1.18 crore in the previous fiscal year.
At the same time, the company's earnings per share were Tk3.76, which was Tk4.75, in the same period.
As of June 30, 2019, the company's net profit was Tk0.57 crore, and the revenue was Tk14.32 crore.
The company's sponsors and directors jointly own 42.98 percent of its shares, while institutional investors 2.83 percent, foreign investors 0.04 percent and general investors 54.15 percent.
The company was listed with the Dhaka Stock Exchange in 1982.
The last trading price of each share of the company at the Dhaka Stock Exchange was Tk818.18.
On the other hand, Monno Fabrics Limited, a sister concern of Monno Group, is trading in over the counter (OTC) market at present.
In the first nine months of the last fiscal year, the company's net profit was Tk0.65 crore, which was Tk2.65 crore in the previous fiscal year.
At the same time, the company's earnings per share were Tk0.06, which was Tk0.23, in the same period.
As a guide to a company, the roles of an independent director include improving corporate credibility and governance standards functioning as a watchdog, and playing a vital role in risk management. To ensure good governance, an independent director plays an active role in various committees set up by a company.