Well, where do I start with this....
Let's start with what NLFCS (National Land Finance Cooperative Society) is about.
NLFCS was started by the late Tun Sambanthan out of concern for plantation workers working in fragmented plantations that were being sold by the British after Malaysia achieved independence. The idea was to pool capital from plantation workers so that they could buy out these plantations and amalgamate into larger groups. The plantation workers would own shares in the co-operative who would manage these larger holdings and provide benefits (both financial and social) to its members.
If anyone can give a better history of NLFCS please do...
After Tun Sambanthan, the chairman has been Tan Sri Somasundram (can't find dates for this, info on NLFCS is sparse).
I don't have much dealings with NLFCS, just what I hear. This is about my experience of working with Premium Nutrients and what I know. I want to remain anonymous because what I write will undoubtedly hurt people I know. It will be interspersed with things I have heard (but not directly experienced), but at the end of this piece, I hope to summarise the pertinent facts that could be checked.
Firstly to get it out of the way - the things I know about NLFCS and the questions they raise.
Tan Sri Somasundram has been there for decades (2 at least). Everyone who came to Premium Nutrients via NLFCS transformed from being strong supporters of NLFCS to being disillusionised.
As a co-operative, there is meant to be one vote per person, but challengers are not encouraged and I understand strong arm tactics are used. Like MIC, even thought a look at the rules would assume the party is democratic, the actual practice is not. A lot of feudalistic practises and hero worship really with a dash of nepotism.
Tan Sri Somasundram's son has been given a management position thought I have no idea what qualifications or experience he has or what kind of vetting process they have. From my experience in Premium Nutrients, there is no vetting process. All the orders come from the top, as I said a very feudal structure. (this is one fact that can be checked, on what basis did TSS's son get the position?)
I will list things as I remember them and I hope they will form a cogent narrative.
Premium Nutrients was meant to be the flagship company of NLFCS. An example for people of Indian ethnic origin in Malaysia and for the co-operative concept/movement. It operates from an industrial area in Pasir Gudang and is a speciality fats (vegetable) company.
I worked in the accounts department of that company and had access to various documents during my time there.
The company has a very poor reputation. A lot of our raw materials (Palm Kernel etc) are only sold to us on an advance payment basis supply because of our poor reputation for payment (there were bankruptcy proceedings instigated by suppliers on the company when it was called Premium Vegetable Oils - this is another fact that can be checked). On the chemical side (various gases and other material we would need to run the chemical processes that would turn Crude Palm Kernel Oil into the end product) there would be a rotation of suppliers we would use, changing them when they asked for payment. The purchasing manager would promise payment to them when negotiating these supplies and then disappear and be uncontactable and the accounts department would have to deal with the resultant angry phone calls.
Most of the assets of the company of the company have covenants and liens on them and new machinery are acquired on a leasehold basis. I don't believe the company actually hold titles to any of its assets as there are first and second liens on almost everything.
While companies started in the area around the time has speed past and expanded. Premium Nutrients is in pretty much the same state it has since it started other than a minor expansion in the 1980's.
There has not been much thought into the long term future of the company and it has been run as is.
It is sad to see a company which had such potential and had such dedicated and committed personnel in the lower echelons being run into the ground. The ideals of NLFCS that I thought would permeate within the company hit the brick wall of higher management and their self interest
The company is (as far as I know, I can't vouch for the history of the co since it began) on its third set of Auditors, the last 2 having resigned. They had an EGM to vote on the new auditors recently and I am not surprised that nothing seemed to have been raised about this. For auditors to choose to resign, would basically indicate that they can no longer approve the company accounts.
They co used to play a lot of tricks. They would have a tank of sludge (waste material that is a cost since you would have to pay to get rid of it/make it less pollutant) and have a layer of expensive oil on top. So when it came to value the oil in the tank, only the top level of oil would be used for analysis and hey presto, a cost would turn into a 5m dollar asset and this would in turn lower the cost of goods sold (which would affect the management fee, more on that later). I am not sure how this was down. For an analysis, they usually take samples from pretty deep in the tank, so doing the above would usually not be possible but this was what I was informed had happened during the year end audit process and is something I can't personally verify.
The other thing that I personally witnessed that was practised (and many companies do this)
is to push sales on products that fail their quality test. This is to "book" higher sales for the quarter by raising an invoice and then financing on the back of the invoice (bill discounting). The product would inevitably be returned by the customer but in the next quarter (with the associated cost of return borne by the company) but by then the company would have already booked the sale and the management company would get the resulting management fees (I will talk more about the management fees below)
The personal impression I got was that the company was not profitable at all. That the profits were simply paper or accounting profits. The constant cashflow constraints, the pumping in of money from NLFCS every few years, the increasing debt that the company has taken over time would seem to prove my impression, whatever the annual accounts might indicate. A healthy profitable company that is not expanding, not increasing capital expenditure, does not need more debt and more money pumped in simply to run its operations. This would imply a deeper malaise. I am not sure what oversight there is in NLFCS's investment in Premium Nutrients, and how the cash infusions have been approved. Tan Sri Somasundram (TSS) is also a big shareholder in the company (the 2nd largest holder with 43.5m shares – 12.93%, he bought 6.6m more on the 21/06/07 for approximately 1.8m ringgit). Therefore there is a clear conflict of interest in being the Chairman of NLFCS which is the biggest shareholder in the company and his personal shareholdings. If you have shares in a company, would you not as a chairman of its biggest shareholder, pump more money in so it would not fail? irrespective of your primary (and only) duty to NLFCS members.
There are a couple of conflicts of interest between the management of Premium Nutrients when I was there, and Tan Sri Somasundram and NLFCS.
Lets start with the management co. Before its floatation, Premium Nutrients was managed by a management company incorporated (I believe) in Singapore. I have been reliably told that this management company, 7 M (Seven M) Management, has as one of its beneficiary TSS, so another humongous conflict (to those with the know-how, please check to see who 7 M's ultimate beneficiaries are). The management fee (20% (I believe - my memory may not be so good)which is a huge chunk of cash to take before all other expenses are paid) was based on the gross profit. As explained above, the accounting gross profit is easily manipulated, and calculating a management fee based on the gross profit provides absolutely no incentive to keep cost down. As you can see very poor corporate governance. What I witnessed was a company being leveraged to pay dividends and management fee to a few, while money was being pumped in from NLFCS to keep it afloat (my personal opinion, but please check the facts yourself).
The co. obviously has a very high turnover among staff. I understand they had brought new senior management recently.
Let's go through the company announcements, just to see the hanky-panky going on.
Announcement released 03/05/05
The audited and unaudited accounts had a 2.04m ringgit difference! In the unaudited accounts the company posted a 8m ringgit profit and the audited accounts showed a 6m profit!
Announcement released 02/05/06
Group Financial Controller and some of the senior staff have resigned, therefore the annual audited accounts will be delayed
Announcement released 02/06/06
Annual audited accounts could not be completed in time because the auditors resigned! Jeez, auditors want their fees, if they resign, it's basically saying things (accounting-wise) are so bad they would rather forgo their fees than audit the company's accounts and agree with it.
Announcement released 26/06/06
32m listing status cost previously written off, to be reinstated as an asset retrospectively? Why on earth do this?
Announcement released 26/10/07
Sells part of Malim Sawit (its plantation arm and crown jewel) for 22m to Revenue Direction Sdn Bhd. Who is Revenue Direction Sdn Bhd? Who are the ultimate beneficiaries? This could be legitimate of course, but after all the shenanigans I have witnessed, I have to be doubtful.
06/05/08 - Annual accounts.
Have a look at pg 53. That is a page full of conflicts of interest.
Of course everything could be managed for the best now, but with so little oversight in the past and in the present, people tend to take advantage.
I hope something is done so that such blatant abuse of trust and governance is a thing of the past in Malaysia and those who have enriched and continue to enrich themselves on the back of others know they no longer have carte-blanche.