₦airaland Forum

DaV8King:
I repeat, why are this bunch of crooks still free men?

Godisfaithful:
http://www.nse.com.ng/Financial_NewsDocs/20805_TRANSNATIONAL_CORPORATION_OF_NIGERIA_PLC_CORPORATE_ACTIONS_FEBRUARY_2018.pdf

Cadillac15:
The Man and the Monkeys: A Wall Street Fable


Once upon a time in a village a man appeared and announced to the villagers that he would buy monkeys for $10 each.

The villagers knew that there were many monkeys in their forest. They left their farms on the plains and went into the forest to catch them. The man bought thousands at $10.

As the supply of monkeys started to diminish the villagers stopped looking. Finding and catching monkeys was soon no longer worth the effort for $10. They started to return to their farms to plant the spring crop.

The man then announced that he would buy monkeys for $20 each. This new higher price renewed the effort of the villagers and they headed back into the forest to find and catch monkeys again to sell.

When the monkey supply diminished even further that summer and the people started to return to their farms, worried they had not made enough money selling monkeys to buy all the food they needed but had not planted any crops yet either, the man raised the price he’d pay for monkeys to $25 each. The hunt was on again.

Soon the supply of monkeys became so small that a villager didn’t see a monkey in a day of hunting let alone catch one. Even at $25 each the effort was not profitable so the villagers finally headed back to their farms that fall. After nine month’s absence from their farms they knew the time had passed to produce enough food for the coming winter, but at least now they had enough money from selling monkeys to buy food to eat.

But the man wasn’t finished. He announced that he would buy monkeys for $50 each! The villagers became very excited. He also explained that he had to go to the city on business and that his assistant was to stay behind to buy monkeys on his behalf.

As soon as the man left the assistant told the villagers, “So you think you have made a lot of money selling monkeys, don’t you? But do you want to really get rich?”

“Yes, yes!” said the villagers.

The man’s assistant went on. “I have a gigantic, enormous cage filled with monkeys. I will sell them to you for only $35 each and when the man returns from the city you can sell them to him for $50 each and make a fat profit. You don’t even have to work to find monkeys at all. Then you can not only buy all the food you need for this winter you call all buy flat panel TVs, too.”

The villagers were thrilled. They collected all of their savings together and bought all the monkeys in the assistant’s cage then awaited the man’s return.

They never saw the man nor his assistant again. All the monkeys that were once in the woods were now in the village. All of the villager’s savings were gone.

Cadillac15:
Waiting for Oando Forensic Audit

The Indian branch of PriceWaterhouseCoopers (PwC) has been banned for two years, effective 31st March 2018, by the Indian Securities and Exchange Commission, the apex regulator of the Indian capital market.

According to reports, the ban was as a result of the fraud committed by Satyam Computers in 2009 in which the shareholders of the company lost more than $2billion. This is believed to be the biggest fraud at a listed company. It created a major shock in the Indian IT industry, one of the biggest in the global IT industry.

Price Waterhouse, the Indian arm, PW Bangalore were Satyams auditors during the period and Byrraju Ramalinga Raju, the former Chairman and GMD of Satyam Computers Services, admitted to embezzlement of the company’s funds to the tune of about US$2.5billion. He was convicted of fraud in 2015.

Recall that the Nigerian arm of PwC were also the auditors of Oando Plc from 2004 to October 2014, 10 years before Ernst and Young were appointed.

Based on the receipt of petitions from some shareholders of Oando, alleging financial mismanagement and corporate governance issues by the top management of Oando, the Securities and Exchange Commission (SEC) of Nigeria conducted an investigation last year.

The report of the SEC investigation identified gross insider dealings, misstatements in the 2013 and 2014 audited financial statements of the company, related party transactions and other unwholesome practices. This necessitated placing the company’s shares on technical suspension at the Nigerian Stock Exchange (NSE) and constituting an independent team of professionals to carry out a forensic audit of the company’s activities. The financial infractions included suspicious related party transactions with directors and interests of directors of Oando plc.

Oando Plc’s annual accounts threw up disclosures that revealed that the company engaged in a web of related party transactions, which ran into several billions of naira annually. These transactions raised concerns about issues of conflict of interests which was heightened by the fact that the Group Managing Director (GMD), Adewale Jibrin Tinubu, featured prominently in several of the transactions.

In fact, there are over twenty five (25) related identified party’s transactions and below are six transactions that clearly stand out between a period of 4 years (2012 to 2016), where Oando, within 2012 to 2016, paid approximately N300 billion to Tinubu or companies related to him. These are summarized thus:

i. Acquisition of 100% of the share capital of Churchill Finance C300-0462 Limited from the Managing Director

On 29th November 2012, Oando Plc acquired 100% of the share capital of Churchill Finance Limited (a company incorporated in Bermuda). Churchill’s sole shareholder was the GMD of Oando Plc, Adewale Tinubu, and its main asset was a Bombardier Challenger 300 aircraft. Oando Plc recognized goodwill from acquisition in the sum of N2.34 billion from this transaction, on the date of acquisition (29 November 2012).

The goodwill from the acquisition represented the excess of the “purchase consideration” over the total value of the assets and liabilities of Churchill Finance Limited and 32 days after the acquisition (as at year ended December 31, 2012), Oando Plc recognized an impairment loss of N1.23 billion on the capitalized goodwill on acquisition of Churchill. The act of acquiring an asset (the aircraft) from the GMD of the Company (Adewale Tinubu) and 32 days later recognizing a loss in value of the asset raises serious conflict of interest issues and points to a failure of governance structures and internal control. As it would appear that the asset may not have been worth the value attached to it ab initio.

Further impairment losses of N838 million and N493 million on goodwill from acquisition of Churchill were recognized in Oando’s accounts for the years 2013 and 2014 respectively.Impairment normally occurs when there is a sudden and large decline in the fair value of an asset below its carrying amount and the impairment write-down carried out by the company from 2012 to 2016 amounted to approximately N202.7 billion.

ii. Payments to Triton Aviation Ltd, a company incorporated in Nigeria whose sole shareholder was Adewale Tinubu. Triton was paid the sums of N921.8 million, N409 million, N656 million and N8.3 million respectively for 5 years between the years 2012 to 2016 amounting to a total of N2.83 billion.

iii. Brol Properties Ltd owned by Adewale Tinubu provided facility management services to Oando Plc at a total cost of about N572.1 million within a period of five (5) years.

iv. TSL Logistics Ltd controlled by the same Adewale Tinubu was engaged by Oando Plc to supply products and services and was paid the sum of N67.03 Billion within a period of five (5) years. Noxie Ltd controlled by Adewale Tinubu also supplied various office equipment at a total cost of N10.2 Billion between 2012 and 2016.

v. Lagoon Waters Ltd owned by Adewale Tinubu supplied petroleum products to the company worth N9.6 Billion within a period of five years.

vi. There is also the case of suspicious Insider Trading in the Shares of Oando Plc by the Company’s Directors/Insiders. Ocean and Oil Development Partners (OODP), a major shareholder in Oando Plc, sold a total of 1.210 billion units of Oando Plc ordinary shares worth N21.455 billion at the Nigeria Stock Exchange (NSE) in six (6) deals out of a total turnover of 2.406 billion (valued at N38.756 billion in 43,374 deals) recorded between the beginning of the year and the date of release of the 2014 results of the company in October 2015. This represented 20.29 percent of the total volume sold and 55.35 percent of the total value sold within the period under review. It is instructive to note that all the six (6) deals executed by OODP (owned and controlled by directors of Oando Plc) in 2015 were executed before the result for 2014 (which revealed a loss in excess of N180 Billion) was released to the market. The manner in which the transactions were structured and executed would suggest that either the Directors of Oando Plc deliberately delayed or took advantage of the delay in release of the company’s 2014 results to dispose of some of their shareholdings, by virtue of the fact that, they were insiders and in possession of material price sensitive non-public information.

Going Concern Threat

The annual reports of Oando Plc (listed in Nigeria and South Africa) were compared with the annual reports of its major subsidiary, OER, listed in Canada. The Board and Management of OER within the financial years of 2012 and 2015 had consistently disclosed in the audited annual reports, the existence of material threats to OER’s going concern status due to negative working capital and high indebtedness.

This was not the case with Oando Plc, as its management avoided reporting any threat to the company’s going concern status although it also consistently faced the challenge of negative working capital. Even after posting a historic loss for the financial year end December 31st, 2014, the directors of Oando Plc did not express concern about the impact of the loss on its future operations.

It was only in 2015 and 2016 that the company acknowledged the fact that it’s going concern status was threatened.

In the report of the Independent Auditors of Oando Plc in its 2016 Annual Reports and Accounts, Ernst & Young stated as follows: “The Group reported a comprehensive income of ₦112.4 billion for the year ended 31 December 2016 (2015: loss ₦37 billion) and as that date, its current liability exceeded current assets by ₦263.8 billion (2015: N260 billion).”

As stated in the note to the Accounts, these conditions, along with other matters, indicate that a material uncertainty exists that may cast significant doubt on the company (and Group’s) ability to continue as a going concern. Our opinion is not modified in respect of this matter”.

Going Concern is the assumption that a company or other entity will be able to continue operating for a period of time that is sufficient to carry out its commitments, obligations, objectives and so on. The auditors of Oando are therefore of the opinion that the company’s continued survival for at least one year is threatened.

And in a situation where the auditors of a company have expressed their concern on the going status of a company, it means there is a threat of liquidation of such an entity such that its goodwill value is gone, worth of any tangible assets is tied to liquidation, and debts are due and must be paid in full immediately.

Conclusion

Despite the above listed allegations of financial mismanagement and corporate governance lapses by Oando Plc and the fact that stakeholders are anxiously awaiting the outcome of the forensic audit of the embattled oil firm, it is worrisome that the forensic auditors are yet to commence their work. Insider sources have confirmed that the cost of conducting the audit, put at N160.0 million, had since been approved by the Board of the Capital Market Development Fund (CMDF. In addition, the Federal High Court has ruled that Oando should approach the Investment and Securities Tribunal because the court has no jurisdiction to hear the matter. Although Oando has appealed the decision at the Court of Appeal, the matter is yet to be heard thus there is no order restraining the conduct of the forensic audit.

Concerned stakeholders in the Nigerian capital market are of the view that the management of Oando Nigeria Plc led Adewale Tinubu must step aside to allow for the unhindered forensic audit into the weighty allegations against the company. If the company truly does not have a hidden agenda and has complied responsibly within the provisions of the laws of the land, it should allow its books to be looked into. They stated that Oando Plc is a publicly listed company with almost Three Hundred Thousand (300,000) shareholders who have the right to know the current financial status of their company.

The forensic audit is the most objective and viable option to protect minority shareholders in the company. The forensic audit will also highlight the quality of performance of PwC Nigeria in the auditing of the accounts of Oando Plc. Has Oando Plc become the Nigerian Satyam Computers Services and Adewale Jibrin Tinubu the Nigerian Byrraju Ramalinga Raju?

Indeed, will the acting DG of the Nigerian Securities and Exchange Commission (SEC), Dr. Abdul Kemi Zubairon, ensure that this audit is conducted? Just how soon can this it be conducted?

BASHIR IBRAHIM HASSAN

This content is for Standard & Premium Digital Subscribers only.

https://www.businessdayonline.com/waiting-oando-forensic-audit/

Nichee:
Skye bank audit shows negative capital position of N730bn

courtesy BusinessDay

…Mainstreet Bank acquisition partly financed with depositors funds

…Former GMD, Treasurer, CFO fingered

…CBN working out forbearance package to fill hole

(my comment - Nigeria has rewarded too many people for being inept, greedy, and outright criminal. these bankers have no right to criticize the civil servants and politicians. they aren't any better)

A forensic audit commissioned by the new board of Skye bank and carried out by KPMG and PWC has shown that the tier-two lender had a negative capital position of N730 billion by the end of June 2017.

The central bank stepped in to replace the chief executive officer, chairman and 10 other directors of Skye Bank Plc on July 4 2016 after the nation’s eighth-biggest lender consistently breached cash and liquidity ratios.

The new board then engaged KPMG and PWC to carry out a forensic audit in order to ascertain the state of affairs and financial position of the struggling bank which last filed a financial statement in 2015. Despite sending a notice to the Nigerian Stock Exchange in June 2017 that it would realease its 2016 financials within the quarter, the results have not been released yet.

A document seen by BusinessDay showed that the bank had a negative capital position of N690 billion as of December 2016, which then worsened some 5.8 percent to N730 billion as of June 2017.

“Contrary to the 2015 financial statements, which indicated a loss of N42 billion and erosion of capital to the same value, the draft report for full-year 2016 audit revealed a negative capital position of N690 billion as at December 2016,” according to the document signed by the bank’s Chairman, Muhammad Ahmad, Group managing director/CEO, Adetokunbo Abiru and company secretary, Babatunde Osibodu.

“The major reasons for this position are impairment of loans to the tune of N529 billion and transactions in suspense to the tune of N280 billion, relating to balance sheet and profit and loss manipulations from 2006 to 2016, and direct and apparently fraudulent cash withdrawals by certain individuals,” the document stated.

Skye bank traded at N1.28 per share as of 2pm on Friday, down 17.42 percent from a 52-week high of N1.55 set on January 23, according to Financial Times data.

On receiving the report from the forensic audit, the bank’s board set up a special Investigation Committee to look into circumstances surrounding the N280 billion in “suspense”.

This was in order to identify possibility of recoveries and to recommend appropriate sanctions against culpable individuals.

The amount was linked to some N29.5 billion spent in acquiring Mainstream bank in addition to a purchase price of N126 billion, manipulation of the bank’s accounts, and some N7 billion disbursed to individuals and corporates without due process.

The bank’s current Chief Financial Officer (CFO), Pius Olaoye said the unreconciled debits in the balance sheet dated back to 2006 and profitability, liquidity and capital ratios were managed on a month by month basis throughout the year, with contributions from various departments.

“The head of risk would identify the obligors to be managed to mask their loans which were going bad,” according to Olaoye. “The bank would then arrange to fund the customer’s account by routing the funds through third parties, so that it would appear as if the accounts were performing, when in reality they were not,” Olaoye said.

On the N126 billion acquisition of Mainstreet bank, Olaoye said it was financed by free funds of N80 billion, but the balance of N46 billion had to be funded, with some N15billion of depositors funds forming a part.

According to Olaoye, the former GMD, Treasurer, CFO, and head of strategy were in on the project to disguise the true picture of the bank’s accounts.

Former CFO, Kunle Adedigba said the bank has operated two books of accounts since inception, when in order to disguise the capital shortfall of some N6 billion, deposits were supressed and netted off against assets.

“Everyone in top management (at least the executives) knew this was going on,” Adedigba said.

Kolade Ojo-Osagie, the bank’s treasurer since 2010 said the GMD periodically instructed him to move some funds to Abuja, as he explained the N28 billion cash withdrawn showing in head office suspense pertaining to the Mainstreet bank acquisition.

“Many of the payments were to people who were helping with the Mainstreet bank acquisition.”

Former GMD, Timothy Oguntayo, who held the post from April 2014 to July 2016 denied any wrongdoings.

Oguntayo said he was unaware of balance sheet management but admitted to paying lobbying fees to “several influential individuals,” which had “become necessary because some issues arose after payment of the purchase price in October 2014.”

“Firstly, the CEO refused to hand over and secondly, there were several petitions objecting the bank taking over. The bank had to engage some friendly senators and other influential people to help lobby and ensure regulatory approval,” Oguntayo said in an interview with the auditors.

The bank’s GMD between 2006 and 2010, Akinsola Akinfemiwa said he had “no real information” about what went into the suspense accounts. Most of the time, he had not been involved in the nitty-gritty of the accounts.

Both GMDs denied knowledge of the bank’s dual reporting system which had come to light after the audit.

Kehinde Durosinmi Etti, GMD between 2010 and 2014 said he was dumbfounded when after assuming office was briefed by the CFO of the unreconciled items held in suspense accounts.

In what seemed to indict Akinfemiwa, Etti said he “immediately drew a line under the previous practice of doctoring figures and stated reporting figures as they were.”

He said he didn’t raise an alarm with regulators because he wanted to get to the bottom of this first, and by the time he was leaving, the board had set up a committee to look into the matter, but he wasn’t privy to the report of the board which came after he had left.

As the investigation into the bank progresses, invitations for interviews have been extended to various persons and entities that benefitted from the various sums disbursed from the suspense account and whose accounts funds were disbursed for purpose of avoiding their loan from being classified as non-performing loans since 2006.

Nigerian lenders struggled to make money and extend credit with unpaid loans on the increase in an economy that slipped into its first full-year recession in 25 years in 2016, hurt by the plunge in oil prices and a lack of foreign investors.

Improved oil prices and production have however helped lift the economy from recession in the second quarter of 2017, with banks benefitting.

Skye Bank has failed to report annual earnings for 2015 and 2016 after it combined its operations in June 2015 with Mainstreet Bank Ltd., which was rescued by regulators during Nigeria’s banking crisis of 2009.

“The bank is gone,” one financial analyst told BusinessDay on condition of anonymity.

“A negative capital position of N730 billion, and the fact that it probably worsened since then, coupled with the N25 billion capital regulatory minimum for banks means an investor would need a short crawl from a trillion naira to snap up the bank, and I cant see that happening.”

Sources at the bank said a forbearance package was been worked out, but didn’t have detailed information. It is understood AMCON is involved and it is expected to cover 25 years.

“The CBN could opt to create a bridge bank to safeguard depositors’ funds,” a banking source said.

Analysts say it’s a big indictment for the CBN that it sanctioned the acquisition of Mainstreet bank by Skye bank despite the latter being in dire capital straits.

On August 06, 2011, the Nigeria Deposit Insurance Corporation (“NDIC”) and the Asset Management Corporation of Nigeria ("AMCON" after intensive negotiations through the night, announced that they have signed an agreement for AMCON to acquire Mainstreet Bank Limited, Keystone Bank Limited and Enterprise Bank Limited; being bridge banks created to acquire Afribank Plc, Bank PHB Plc and Spring Bank Plc respectivel

emmanuelewumi:
The past MD/CEO of UACN didn't create value for investors in the company, to make matter worse the MD/CEO made himself the chairman of all UACN subsidiaries eg UAC property, CAP plc, Livestock feeds, MDS logistics, Portland paints, Grand cereals and oil and numerous unquoted companies like Warm spring waters limited, UNICO CPFA, UAC foods and UAC restaurants limited.

I was in the front row at the AGM of UAC property @ Golden Tulip Festac Lagos, but the chairman did not call me. I sent my thoughts via mail to the company secretary on how I think they can turn around the fortune of the company.

UACN is a N50 company if only the managers can make the assets sweat and create value for investors. Since Actis left, the company started going down the drain.

I hope the new core investors who will have a representative on the board will not embark on asset striping.

RabbiDoracle:
If you like sit in the chairman's mouth,he will not call you

Maybe when the chairman was talking, you were just shaking your head in disagreement. Why will he call you afterwards.

Next time, smile at what he says. Nod your head in agreement. Though in your mind, you disagree. These guys read body languages.

Give a positive body language just for you to get the mic and have a chance to talk....then you will finish them

Infinitisi:
Blood on the streets

Parisfran:
Analyse this.

Is the US equity market correlated with ours? To me the answer is no.

In the last 5 years, their DJIA has done over 80%, while ours is just doing 34%.
Infact in 2015 and 2016 both indexes where moving in opposite directions.

Discl: I'm neutral, neither pessimist or optimist. That's why I bought various stocks, so as to not get feelings for any company.

longlife20:
You can start as small as 5% of your monthly salary. If u do annuity with it for 25years for interest of 20%, you will be surprise of what you will get from the result.

RabbiDoracle:
When 3 persons start running very fast from Ojuelegba towards Yaba, others will join because they believe that what is chasing these dudes will hit them soon. This is description for FALLING DOMINOES!

Na one big player go first take off...others will follow.

DaV8King:
I repeat, why are this bunch of crooks still free men?

Parisfran:
Imagine buying shares in NSE in 2015, because analysts said DJIA will break the 20,000 mark. That's when one will realise that this life na turn by turn.

rationalmind:
If you get banned again, no one will pray for your return

RabbiDoracle:
There is peace of mind knowing that you are resting on your mattress.

No HBP.

RabbiDoracle:
If you like sit in the chairman's mouth,he will not call you

Maybe when the chairman was talking, you were just shaking your head in disagreement. Why will he call you afterwards.

Next time, smile at what he says. Nod your head in agreement. Though in your mind, you disagree. These guys read body languages.

Give a positive body language just for you to get the mic and have a chance to talk....then you will finish them

locodemy:
So you keep it for mattress?
Odikwa risky o.
Me,I don carry half of my loot dey build hostels while the other half has been diverisified into stocks like wapco,flour mill,oando and Transcorp.

I never see a year like this before.

RabbiDoracle:
When 3 persons start running very fast from Ojuelegba towards Yaba, others will join because they believe that what is chasing these dudes will hit them soon. This is description for FALLING DOMINOES!

Na one big player go first take off...others will follow.

RabbiDoracle:
You are a big man na. I'm a minimum wage earner.

My own no reach buy car not to talk of building hostel and houses.

RabbiDoracle:
For bull, lots of things could cause it. Different factors.

But for worldwide bear, na only dominoes ooo. Fear!

Wait let's see if Dow will fall to the point that the circuit breaker is activated, na that time people go understand wetin be fear. CNN will not rest. Richard Quest will be featured everyday.

Jejebaba:
Good day Bnstil,
Does anyone has link to Transcorp Q3 result. I can't find it on NSE website.
Thanks.

RabbiDoracle:
Head or tail, Wale wins.

Bad guy!!!

How do these guys feel when they are associated with this scam?

Parisfran:
Bear time news can irritate me. Some newscasters go dey do like say na armageddon, meanwhile most of the world no know say anything they happen.

wanaj0:
I think some of those stories are exaggerated.

Stated many times before that the Ocean and Oil people are the winners here. Remember when OandO was paying TECHNICAL SERVICE FEES to Ocean and Oil! What service can a company like Ocean and Oil render to anybody.

Stated then also that soon, the minority shareholders will find out that they own little or nothing of OandO. The complex structure was all about 'defrauding' people.

Now no one knows what the ownership structure look like.

Don't even get me started about the manipulations. I laugh when people are seeing bids on OandO? Who are those bidding and who are those selling?

As per insider trading, the less said the better.

RabbiDoracle:
If you like sit in the chairman's mouth,he will not call you

Maybe when the chairman was talking, you were just shaking your head in disagreement. Why will he call you afterwards.

Next time, smile at what he says. Nod your head in agreement. Though in your mind, you disagree. These guys read body languages.

Give a positive body language just for you to get the mic and have a chance to talk....then you will finish them

dipoolowoo:
NSE: Banking Stocks to Offer Investors 88% Gain in 2018
https://www.businesspost.ng/2018/02/04/nse-banking-stocks-offer-investors-88-gain-2018/