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