Malaysia Pacific Corp Bhd’s (MPCB)’s recent annual general meeting (AGM) was one of the more eventful meetings, with several shareholders stepping up to voice their concerns about the way the company is being run. 

Among the concerns raised were those related to the company’s financial statements, methods of financing, and independence of board members. 

MPCB was certainly not expecting to field questions of this nature, and this led to a heated debate between shareholders and members of the board, which, according to MPCB president and CEO Datuk Bill Ch’ng Chong Poh, was settled satisfactorily. 

“This is the first time we have faced this kind of meeting. Most of them were shareholders or proxies with three, five, maybe fifty shares. Most of the events were instigated by one or two shareholders who bought maybe one or two shares in the market, and for very personal reasons, wanted to cause problems. But, all the questions raised have been appropriately answered,” said MPCB CEO and president Datuk Bill Ch’ng Poh during the press conference after the meeting last Friday. 

MPCB had initially refused to meet members of the media but after several hours of waiting, Ch’ng met the press. 

According to shareholder Yap Chee Keong, who spoke to Focus Malaysia after the meeting, one of the issues raised was the questionable sale of 46 plots of vacant bungalow plots to a company called Optima Mewah Sdn Bhd for RM16.89 mil in June 2011, 30%, or RM5.2 mil of which was immediately payable.

What was not mentioned in the Bursa Malaysia filing was that Optima Mewah is a dormant subsidiary of MPCB, with a last recorded turnover of only RM55,000. 

When probed by shareholders, Ch’ng said he had performed the sale to prevent MPCB from slipping into PN17. The sale would, at least on paper, make it look like MPCB was generating enough revenue to keep it afloat. 

The actual transaction was not in itself illegal, but the fact that he had concealed it from shareholders and had not sought their consent prior to the sale was a show of poor corporate governance, said Yap. 

As the sale was not questioned by the external auditor, BDO, or the internal audit committee, shareholders stated their intention to take the issue to the Audit Oversight Board.

It is not immediately clear why the external auditors did not question the sale, but why the audit and risk management committee made such a glaring oversight is no mystery, said Yap. 

Its audit and risk management committee is made up of only three members, two of which, namely Norsyahrin Hamidon and Sean Nicholas Da Cruz, were only appointed on July 18 and Nov 5, respectively. Both are independent non-executive directors. 

MPCB’s financial year closes on June 30. 

Da Cruz, 28, a Hong Kong citizen, cannot be entirely independent of the company as he is currently dating Ch'ng's daughter, Mona, said Yap. 

His father is Hong Kong horse racing legend and former jockey and horse trainer Anthony Da Cruz.

“He was asked by shareholders to state his independence during the AGM and he only answered 'yes' after some hesitation and some consulting from the other members of the board,” said Yap.

During the course of 2012, the company has gone through three chief financial officers, one of whom resigned after just a week on the job. The current CFO, Francis Lai Soon Ong, was only appointed on Nov 20.

Its two company secretaries are also relatively new, having only joined in September after the resignation of the previous secretaries. 

Having such a high number of crucial staff members exit within a year is bound to raise some eyebrows.

Internal issues notwithstanding, the company is also in dire financial straits. It recorded a net loss of RM13.91 mil for the financial year ended June 30, 2012. In the previous year the company recorded a net loss of RM19.02 mil.

To help fund operations Ch'ng is lending MPCB money from companies under his wife Datin Kong Yuk Chu’s name at an exorbitant rate of 14%, much higher than a bank's standard rate of 7% or 8%, which shareholders see as daylight robbery.

“Why do you need to pay 14% to yourself as interest?” said Yap. As Ch’ng is the majority shareholder through his company Top Lander Offshore Inc, he has made the decision without the consent of the other shareholders.

Shareholders were cut short when they attempted to ask further questions, he said.

For the past five years MPCB's liabilities have outweighed its assets which should have caused the external auditors BDO to raise questions, but interestingly enough, there were none.

In its annual report, the company listed “property development costs” amounting to RM121.24 mil under its current assets although it cannot be placed under this category. A current asset by definition means an asset realisable within 12 months. Again, this was overlooked by the auditors. 

To add to MPCB’s troubles, it has a list of ongoing material litigations which date back to when MPCB was taken over by Ch’ng’s Top Lander Offshore in 2005, which shareholders feel is an unnecessary drain on resources. 

Some involve former staff and others involve tenants at Wisma MPL, which MPCB owns and operates.

The biggest is a RM114 mil writ of summons by former business partner AmanahRaya Developments Sdn Bhd, which it had paired up with on the Asia Pacific Trade and Expo Centre (APTEC) and Lakehill Resort in Iskandar Malaysia. The project was estimated to have a gross development value of USD1.5 bil at the time it was launched in 2009. APTEC was supposed to be 73 year old Ch’ng’s “last major ambition”, but has gone through many false starts over the years. 

At the start, AmanahRaya was roped in as a 22% partner, bringing in RM99 mil in cash to fund the project. In exchange, MPCB was to buy back the shares at 7.2% interest after a period of three years. 

There is no sign of development on the 638-acre site today. Its website still shows AmanahRaya as a partner. Calls to the APTEC office in Kuala Lumpur were answered by a member of staff who declined to reveal the status of the project. 

In theory, if MPCB were to sell off the land, surely they would resolve all their worries? Settle all the court cases, pay off debtors, and maybe have some left over for shareholders who had been patient for so long. 

It seems Ch’ng is still holding out in the hopes of realising the dream that is APTEC. 

During the post-AGM press conference, Ch’ng said MPCB intended to hold on to the site so as not to lose the integrity of the project it was meant for. 

“We have held on to ensure we do not destroy the whole integrated city concept. What many would have done is to start selling, piecemeal, the land, bringing in a smaller profit. But in the worst case scenario you destroy the whole concept once you sell it to a developer and that is what we are trying to avoid,” said Ch’ng.

However, the RM99 mil is now gone, and MPCB cannot repay AmanahRaya, said Yap. 

“They cannot sell the land either because nobody will buy it,” he said.

MPCB had offered some of the land to AmanahRaya in a bid to contra the amount and was promptly turned down, said Yap. 

AmanahRaya was not immediately available for comment at the time of writing.

Ch’ng, who plans to turn around the company in 2013, has a mammoth task ahead of him, as he for looks business partners willing to team up with MPCB after the long list of litigations, one of which involves a local bank. Ch’ng’s credibility is shot, and along with it, MPCB’s.

“Nobody wants to work with him. He wants to fight everybody, and he chose to fight the wrong people. With no investors, he cannot get the money he needs to turn the company around. No need to even talk about APTEC yet,” said Yap.