Thereafter the Chairman of Cadbury Nigeria Plc,Rt. Hon. Uduimo Itsueli through a letter to the Commission dated November 16, 2006 reported the engagement of an independent firm, PriceWaterhouseCoopers (PWC), to investigate the allegation of overstatement in the company’s Financial Statements for the period 2003 to 30th September, 2006.
Subsequently, the Commission constituted an in-house Committee which carried out a thorough investigation on the matter and confirmed the report of misstatements in the account of Cadbury to the tune of approximately N13 billion.
Consequently, the directors, some management staff of the company,its external auditor, Akintola Williams Delloite (AWD) and the Registrars, Union Registrars Limited were invited before the Administrative Proceedings Committee (APC) of the Commission to explain why sanctions should not be imposed on them for violating the provisions of the Investments and Securities Act 1999, the SEC Rules and Regulations 2000 (as amended), Code of Conduct for Capital Market Operators and their Employees and the Code of Corporate Governance in Nigeria.
The APC sat on May 21, 2007, February 13 and 14, 2008 to hear the matter. At its sitting on March 27 and 28, 2008, the Committee made the following findings and decisions among others:
FINDINGS:
CADBURY NIGERIA PLC AND ITS DIRECTORS
1. That the Bunmi Oni, the company’s former managing director in concert with the company’s Board since year 2002 used stock buy backs, cost deferrals, trade loading and false suppliers stock certificates to manipulate its financial reports that were issued to the public and filed with the Commission.
2. That both Bunmi Oni and Ayo Akadiri,a former executive director stated that the use of the sale and stock buy-back as well as the issuance of false stock certificates schemes were motivated by what they called “profit management desire/action” and that off-shore payments were made to Executive Directors to cushion the devaluation of their pay by soaring inflation.
3. That an undocumented and undisclosed offshore account was maintained and operated by the company from which Bunmi Oni, Ayo Akadiri and other executive directors were paid offshore remunerations without the approval of the Committee responsible for fixing remunerations of Executive Directors and not recorded in the company’s financial report and account.
4. That the company as Issuer and Uduimo Itsueli, Bunmi Oni and other members of the board, some management staff and audit committee members, in 2005 authorized the issuance of a Rights Circular dated August 24, 2005 which contained untrue statements.
5. That Bunmi Oni, Ayo Akadiri, Olusegun Aina, Senior financial Accountant/Head of Accounts; Akinbode Gbolahan, Sales operations and development controller and Tunde Egbeyemi, head of internal audit were the master minds of the financial malpractices perpetrated through the falsification of sales figures, over statement of profits/assets and false suppliers certificates to manipulate its financial records/report.
6. That the company failed/refused and/or neglected to deliver funds en-bloc to Union Registrars for the payment of dividends declared to shareholders within 7 working days after the Annual General Meeting.
7. That Uduimo Itsueli, the company’s chairman stated in the 2001 annual report and account that the company had taken over the payment of dividend and this continued up to 2006 despite the Commission’s letter directing it to allow the Union Registrars Ltd to perform its statutory function.
8. That messrs Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi being heads of accounts, sales operation and internal audit respectively generated incorrect data and were also involved in the preparation of the false report and statement filed by the company with the Commission.
9. that messrs Thomas A. Ayorinde, Z.C. Enunwa and S.J. Balogun as members of the Audit Committee of the company failed and neglected to discharge their statutory responsibilities as specified under section 359(4) and (6) of the Companies and Allied Matters Act (CAMA) by:
a.. Failing or neglecting to examine the auditor’s report and making proper recommendations thereon to the Annual General Meeting;
b.. Failing or neglecting to review and make proper findings on management matters in conjunction with the External Auditors and departmental responses thereon;
c.. Failing or neglecting to keep under review the effectiveness of the company’s accounting and internal control system and ensuring that appropriate investigations are carried out by the internal auditors into some aspects of the company’s activities which ought to be of interest or concern to the Committee.
10. That the Tunde Egbeyemi, Cadbury’s Head of Internal Audit, Thomas A. Ayorinde, Z.C. Enunwa, S.J. Balogun (Audit Committee Members) and Akintola Williams Deloitte did not follow up available leads which ought to put them on enquiry in respect of the company’s accounts.
11. That Uduimo Itsueli, other board members and the three management staff of the company- Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi used stock buy backs, cost deferrals, trade loading and false suppliers stock certificates to manipulate its financial reports which conduct is fraudulent and needs to be further investigated by the Economic and Financial Crimes Commission (EFCC).
EXTERNAL AUDITORS- AKINTOLA WILLIAMS DELIOTTE (AWD)
1. That Akintola Williams Deloitte (AWD) is a registered market consultant, in the capacity of External Auditor/Reporting Accountant and subject to the SEC Rules and Regulations and the Code of Conduct for Capital Market Operators and their Employees made pursuant to the Rules.
2. That AWD, one of the leading and most experienced accounting firms in the country were external auditors to the company for over 40 years.
3. That AWD has about 40 partners and audits the accounts and serves as reporting accountants to many big companies in the capital market.
4. The APC of the Commission found that N13.255 billion was the accumulated overstatement for the years 2002 to September 30, 2006 and that AWD audited the published accounts for those years as well as carried out an interim audit for the period ended September 30, 2006.
5. That a balance of N7.7 billion was credited to the company’s account in 2005 without confirmation of the bank balances from any of the banks. AWD did not make any note in the 2005 audited account that it did not receive confirmations from any of the banks for the balances recorded against such banks. The materiality of the amount is significant enough to have put AWD on enquiry.
6. That AWD sent Management letters on the company’s 2001 to 2005 accounts, yet they failed or refused to note the lapses in the accounts when no satisfactory response was given by the company’s management.
7. That in carrying out its job as Reporting Accountants in the Rights Issue of 5 billion irredeemable loan stock, AWD reviewed the accounts and forecasts of the company’s following which it filed with the Commission a memorandum of profit forecast that was unrealistic.
8. That though Auditors normally rely on documents presented to them by clients to do their work however they are required to probe further when put on inquiry as shown by the stock certificate of N700 million allegedly issued by JOF Limited but disclaimed in writing by the alleged issuer, which was large enough to make AWD seek further confirmation but it did not.
9. That professional skepticism generally requires that an auditor should not believe documents presented by a client till it sees evidence that they are genuine. In the company’s case, AWD did not probe further or doubt documents presented by the company in spite of the internal control lapses detected and revealed in its management letters.
10. That AWD and in particular the partners that handled the company’s account did not carry out their assignment with high level of professionalism and diligence expected of a reputable accounting firm of its caliber
UNION REGISTRARS LTD
1. That Union Registrars Ltd is a registered market operator in the capacity of Registrars and is subject to the SEC Rules and Regulations and the Code of Conduct for Capital Market Operators and their Employees made pursuant to the Rules.
2. That Union Registrars took over as Registrars to the company from United Securities Limited on June 1, 2002.
3. That the payment of dividends to shareholders is one of the statutory responsibilities of the Registrars.
4. That Union Registrars neither paid nor dispatched dividend warrants to shareholders of the company.
5. That Union Registrars and all capital market operators have a duty to report to the SEC any actual or suspected breach or infringement or non-compliance with any of SEC rules and regulations.
6. That Union Registrars failed to pay dividend on behalf of the company till 2006 and 2007 which was not reported to the SEC the non-compliance by the company of SEC’s earlier directives on the issue.
7. That Union Registrars was printing dividend warrants for the company while the latter was dispatching and paying same.
8. That Union Registrars did not pay dividends and failed to notify SEC in writing as stipulated by the Code of Conduct for Capital Market Operators and their Employees.
9. That Union Registrars engaged in acts that adversely affected the investors’ confidence in the capital market.
DECISIONS.
1. Cadbury Nigeria Plc to:
a. Pay a fine of one hundred thousand Naira (N100,000.00) in the first instance and a penalty of five thousand Naira (N5,000.00) per day from June 30, 2002 to December 14, 2006 within 21 days from the date of the decision (March 28, 2008) for filing with the Commission, financial statements that contained untrue/misleading statements; failing which trading on its shares will be suspended.
b. Pay a fine of one hundred thousand Naira (N100,000.00) in the first instance and a penalty of five thousand Naira (N5,000.00) per day from August 24, 2005 to the date of the decision (March 28, 2008) within 21 days, for filing a Rights Circular for the N5 billion irredeemable convertible loan stock which contained false/misleading statements, failing which trading on its shares will be suspended.
c. Pay a penalty of five thousand Naira (N5,000.00) per day from June 30, 2002 to December 14, 2006 within 21 days from the date of the decision for failing to provide funds en-bloc for the payment of dividends to its shareholders despite the Commission’s earlier directive.
2. Messrs Bunmi Oni and Ayo Akadiri are: Banned from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria.
3. The Messrs J.S.T. Bogunjoko, Abiodun Jaji, Andrew Baker and Christopher Okeke are: Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of 5 years from the date of the decision.
4. Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi were: Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of 3 years from the date of the decision.
5. Rt. Hon. Uduimo Itsueli, Messrs Olatunde Falase, Raymond Ihyembe, Gabriel Onabote, Olusegun Oyewole, Matthew Shattock, Thomas Ayorinde, Z.C. Enuwa and S.J. Balogun are:
Suspended from operating in the Nigerian capital market, being employed in the financial services sector and holding directorship positions in any public company in Nigeria for a period of one year from the date of the decision.
6. Messrs Cadbury Nigeria Plc, Rt. Hon. Uduimo Itsueli, Bunmi Oni, Ayo Akadiri, J.S.T Bogunjoko, Abiodun Jaji, Andrew Baker, Christopher Okeke, Olatunde Falase, Raymond Ihyembe, Gabriel Onabote, Olusegun Oyewole, Matthew Shattock, Olusegun Aina, Akinbode Gbolahan and Tunde Egbeyemi have been referred to the Economic and Financial Crimes Commission (EFCC) for further investigation and prosecution.
7. Akintola Williams, Deloitte is:
a. Ordered to pay a fine of twenty (20) million Naira within 21 days of the decision for its failure to handle the accounts of the company with high level of professional diligence failing which its registration with the Commission shall be cancelled.
b. Strongly reprimanded and warned to desist from engaging in acts that may affect the investing public’s confidence in the capital market.
c. Strongly advised to be more diligent in carrying out its assignments in capital market related issues.
d. Further directed to sign an undertaking to be diligent and of good behaviour in its future dealings in the capital market.
8. Union Registrars Limited is:
a. Ordered to pay a penalty of five thousand Naira (N5,000.00) per day from June 1, 2002 to June 31, 2006 within 21 days of the decision, failing which its registration with the Commission will be cancelled.
b. Strongly reprimanded and warned to desist from engaging in acts that may affect the investing public’s confidence in the capital market.
c. Strongly advised to be more diligent in carrying out its assignments in capital market related issues.
d. Directed to sign an undertaking to be diligent and of good behaviour in its future dealings in the capital market -- Proshare]]>scamhttp://justinvestnow.info/index.php?itemid=113Thu, 10 Apr 2008 04:11:00 +0500Afroil and Capital Oil shares
http://justinvestnow.info/index.php?itemid=112
A release by SEC's Head of Media, Mr. Lanre Oloyi in Lagos, said that the suspension was a fall-out of the investigation conducted by the Commission on the activities of the two companies.
It said that the action was to protect the investing publics and warned stockbrokers to avoid trading in the shares of the companies. SEC questioned what it called "illogical and astronomical rise in the share prices of the companies'' when they were not submitting statutory reports.
The Commission said its investigation revealed that during the period of the price growth, the two companies were basically out of business.
"The basis for continued trading and rise in the prices of their shares on the NSE no longer exists and the investing public must not be deceived,'' SEC said.
The News Agency of Nigeria (NAN) recalls that SEC had, on February 14, 2008, said it was conducting investigation into the activities of five companies, accusing some of them of insider trading and price manipulation.]]>suspensionhttp://justinvestnow.info/index.php?itemid=112Thu, 20 Mar 2008 10:26:24 +0500Standard Alliance Insurance Plc is set to raise N18.7 billion through a public offer (PO)
http://justinvestnow.info/index.php?itemid=111
Emerhor says Standard Alliance is approaching the market to raise more funds in order to offer the company’s shareholders a lot of returns on their Investment. “If you buy this share, you are buying into six companies, I tell you, six companies for the price of one” he said.
“We are six companies in the Group doing different businesses; therefore investors are actually going to get the value of six companies for the price of one” Emerhor said.
To raise N18.7 billion Standard Alliance is offering to investors by way of subscription 4.750 billion ordinary shares of 50 Kobo each at N3.95 Kobo per share.
From a document made available to Proshare N/I, offer proceeds would be used in implementing the company’s strategic plan of expansion and diversification through the provision of Life Assurance, Assets and Wealth Management Services, Property Investment and Real Estate Services, Mortgage Banking and Pension Fund Administration.
“Standard Alliance would use the proceeds from the offer to strengthen the various companies in the Group, so that we can expand our services beyond Lagos, Port Harcourt and Abuja where we already exist to other parts of the country” Emerhor said.
Lead Issuing House to the offer is Vetiva Capital Management Limited, while the joint issuing houses include Diamond Bank Pc, First Inland Bank Plc, and Greenwich Trust Limited. Others are LeadCapital Limited, Skye Bank Plc and Spring Capital Markets Limited. The offer opens Friday, 14th March 2008 and closes Monday, 31st March 2008.
from PROSHARE]]>Public Offershttp://justinvestnow.info/index.php?itemid=111Wed, 12 Mar 2008 07:02:36 +0500ETI acquisition of 73% interest in Loita Bank Ltd Malawi
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It has also opened a 100% owned subsidiary in Congo Brazzaville under the name of Ecobank Congo Brazzaville on 29th February 2008.
Congo Brazzaville therefore became the 22nd country in which Ecobank Group has presence.]]>Generalhttp://justinvestnow.info/index.php?itemid=110Fri, 7 Mar 2008 05:50:40 +0500Oando to acquire SHELL
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OANDO PLC has, subject to the fulfillment or waiver of the conditions precedent set out, entered into an agreement to acquire SHELL NIGERIA EXPLORATION AND PRODUCTION COMPANY LTD'S entire 49.81% interest in the production sharing contracts and joint operating agreement respectively in respect of offshore Nigeria Oil mining license. - ZSL]]>Generalhttp://justinvestnow.info/index.php?itemid=109Tue, 26 Feb 2008 05:08:11 +0500What it means to be poor
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One day a father of a very wealthy family took his son on a trip to the country with the firm purpose of showing his son how poor people can be. They spent a couple of days and nights on the farm of what would be considered a very poor family.
On their return from their trip, the father asked his son, "How was the trip?" "It was great, Dad." "Did you see how poor people can be?" the father asked. "Oh Yeah" said the son. "So what did you learn from the trip?" asked the father.
The son answered, "I saw that we have one dog and they had four. We have a pool that reaches to the middle of our garden and they have a creek that has no end. We have imported lanterns in our garden and they have the stars at night. Our patio reaches to the front yard and they have the whole horizon. We have a small piece of land to live on and they have fields that go beyond our sight. We have servants who serve us, but they serve others. We buy our food, but they grow theirs. We have walls around our property to protect us, they have friends to protect them."
With this the boy's father was speechless. Then his son added, "Thanks dad for showing me how poor we are."
Too many times we forget what we have and concentrate on what we don't have. What is one person's worthless object is another's prize possession. It is all based on one's perspective. Makes you wonder what would happen if we all gave thanks for all the bounty we have, instead of worrying about wanting more. Take joy in all you have, especially your friends. Pass this message on.
http://www.funpages.com/richorpoor/]]>Generalhttp://justinvestnow.info/index.php?itemid=108Fri, 22 Feb 2008 19:08:20 +0500The Law of Gradual Growth
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The Just Invest Now is about money making opportunities online, investment strategies, Forex demystified, Google adsense, E-Payment system etc .
My welcome advise after a long break to those visiting the site for the first time and my other numerous reader is "Whatever you do, do it right or don't do it at all, do one thing right, do it so well that nobody can do it better and the world will know you for it". This is the secret of the rich, also a secret to make money online.
Welcome once again.]]>Generalhttp://justinvestnow.info/index.php?itemid=107Tue, 19 Feb 2008 17:15:18 +0500My newly created Forex Training WebSite
http://justinvestnow.info/index.php?itemid=105
Kindly let me know as usual if you still need my assistance one trading forex by mailing me.
Remember FOREX is not for everybody, the risk of losing your money is high, learn and become an expert by trading with a demo account before opening a life/real account.
www.knowingforex.com
Good Luck]]>hyipforexhttp://justinvestnow.info/index.php?itemid=105Sat, 12 Jan 2008 22:36:06 +0500FOREX - Golden Trading Rules
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For example one of your Forex Trading Golden Rules could be, Trade with the trend: No Trend, No Trade! Or Plan the trade, Trade the plan! Buy at support, sell at resistance!
The list is endless, but you should ideally get a short list of at least 10 rules. Display your golden rules in your office or trading area, and read it every day.
GOLDEN FOREX TRADING RULES EXAMPLES
1. No Signal - “ No Trade
2. Plan your forex trades. Trade your plan
3. Keep records of your forex trading results. Keep a forex trading journal and your Income & Expenditure from forex trading.
4. Maximize profits, not the number of forex trades
5. Be patient enough to wait for good trades.
6. Be patient enough to avoid closing profitable trades too early
7. Cut losses early, protect profits with trailing stops
8. Focus on BIG movements. Don't try to catch noisy small fluctuations.
9. Pay attention to price patterns and formations.
10. Don’t take the market home
11. Professional Traders buy into bad news and sell into good news.
12. Professional traders have a well-scheduled planned time for studying the markets.
13. Professional traders isolate themselves from the opinions of others.
14. Make your own trading plan
15. Maintain discipline to be able to constantly suppress bad habits.
16. Success come with dreams - Dream big dreams and think tall. Very few people set goals too high. A man becomes what he thinks about all day long.
17. Strictly follow my plan and manage my risks
18. Only I am responsible for my trading result. So If I go wrong, I am to blame, Not the market, not the brokers or friends.
19. I will not use excessively tight stop losses, I will spend more time identifying a good entry point, than I will be patient and give the market some freedom and place my stop losses carefully.
20. Always discipline yourself by following a pre-determined set of rules.
21. Know your self - The key to successful trading is knowing yourself and your stress point.
22. Belief - You must believe in yourself and your judgement if you expect to make a living at this game.
23. I will commit my mind to the POWERFUL market trend.
24. I will accept losses and move on. Losses are part of the game.
25. Trade with the Trend. I will not try to outguess the markets – I will wait for the reversal to come
26. I will break my trades in 2 or 4 parts and than withdraw profits gradually, whilst moving the stops on the profit.
27. I will not follow the crowd, because they are usually wrong.
28. Big movements take time to develop, so I will have patience and wait for a perfect setup.
29. I will avoid negative friends. I have learnt the hard way. They will pull you down at every available opportunity.
30. Money can be made everyday in the market. There are tons of opportunities, you have to spot them.
31. Forget the news, remember the chart. I do not have the resources and the expertise to know what particular news will have an impact on the price, but the chart already knows that the news is coming.
32. When there is a strong trend in place, I will buy the first pullback from a new high, and Sell the first pullback from a new low.
33. Price has a memory. what did the price do the last time it hit a certain level? Chances are it will do it again.
34. Beat the crowd - I will take their money before they take mine. When I trade I am really trading against a crowd, not the currency, that is just a medium.
35. Trade Forex with a plan-not with hope, greed, or fear. Plan where you will get in the market, how much you will risk on the trade, and where you will take your profits
36. Watch for divergences in price action with the indicators, such as MACD, RSI and Stochastic.
37. You are your biggest mentor - Analyse your losses. Learn from your losses. They’re expensive lessons; you paid for them. Most traders don’t learn from their mistakes because they don’t like to think about them.
38. Always use stop orders, always…always…always.
39. Never add to a losing position.
40. Fundamental News - Be interested in the market’s reaction to news rather than the news itself]]>hyipforexhttp://justinvestnow.info/index.php?itemid=104Sun, 30 Dec 2007 21:46:28 +0500Are you a good writer? Then make money online.
http://justinvestnow.info/index.php?itemid=103
payperpost
There are more services like this coming up online daily, two new services that are similar to the PayPerPost (pay for blog posts) have announced their launch recently.ReviewMe is very similar to that of payperpost. If you are already in Payperpost you wont find it difficult to use ReviewMe.
CreamAid is a bit different. There is no signup required here.. there are conversations that are present on their home page, you can involve yourself in conversations and start blogging about that particular topic and submit that post of yours to the widget that has all the reviews. If your post gets selected you will be paid some royalty points via Paypal.
CreamAid also has some referral points if posts are submitted via your widget. Easy stuff
creamaid
]]>onlinebizresourceshttp://justinvestnow.info/index.php?itemid=103Mon, 24 Dec 2007 17:41:52 +0500