C A S E

Asian Journal of Case

Research
4(S): 27 44 (2011)

Flight of Funds
MOHD NOOR ABU BAKARa, MARIATI NORHASHIMb*
AND ABDUL HAMID MOHAMED GHOWSc

ABSTRACT
In 2006, Malaysian Travels Sdn Bhd, a subsidiary of a public listed
company, purchased 40% equity in Turkistan Global Services Sdn
Bhd on the basis of a project paper which outlined a potential travel
business to exploit opportunities in Turkistan. Turkistan Global
Services Sdn Bhd purported to have acquired the opportunity through
a Memorandum of Understanding (MoU) signed by a Malaysian
Minister with a Turkistan Minister for exclusive rights to handle
logistic arrangements for the promotion of businesses between the
two countries. However, other than the shares contract, no other
documentation existed to prove that money had been invested into
the company with the understanding that the money would be used
specifically for carrying out the proposal. It is now 1 April 2009.
A new Chief Executive Officer, Mr Idris bin Junid, was appointed
for the holding company, Travel Investment Holdings Bhd. While
conducting a review of the TIH group, he came upon a discrepancy
in the form of an investment in Malaysian Turkistan Travels Sdn Bhd
made by a subsidiary, Malaysian Travels Sdn Bhd (MTSB). He recalled
his conversation with an old friend who used to work in MTSB who
told him of the circumstances surrounding the company. The company
was cashflow stricken; staff morale was low as they had not been paid
their salaries on time or their bonuses for the past three years. Idris
immediately requested the Corporate Finance Department to submit a
report detailing what had happened in MTSB on the Turkistan Global
Services Project. The job was outsourced to an external auditor, Agoos

A member of the Malaysian Institute of Accountants (MIA), Malaysian Institute of Certified Public
Accountants (MICPA), Financial Planning Association of Malaysia (FPAM), Malaysian Institute of
Management (MIM), Institute of Marketing Malaysia and the Certified Financial Planner (CFA).
Fellow Member of Certified Practicing Accountant Australia (CPA Aust), Malaysian Association of
Company Secretary (MACS) and Chartered Tax Institute of Malaysia (CTIM)
b
Faculty of Management, Multimedia University
c
A member of the Malaysian Institute of Accountants (MIA), a Fellow member of the Institute of
Chartered Accountants in England & Wales (ICAEW) and the Chartered Institute of Management
Accountants (CIMA), UK
*
Corresponding author: E-mail: mariati.norhashim@mmu.edu.my
a

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Asian Journal of Case Research (AJCR)

Bagoos. When he went to MTT, he discovered several irregularities.

His only conclusion was that MTSB had been cheated. He reported
this conclusion to Idris.
Keywords: Corporation Sector, Corporate Governance, Ethics,
Auditing

THE MAN
Idris Ben Junid, a UK trained chartered accountant, returned to Malaysia and
started his career in 1998 as a merchant banker in a consulting firm of international
repute. He soon gained a reputation as a turnaround specialist. Under the
Government Linked Companies (GLC) Transformation Programme launched
by the Malaysian government in 2005, he had helped a number of government
linked manufacturing companies and financial institutions produce better results
and undergo major industry consolidations.

THE JOB
It was no surprise when he was headhunted to be the new Chief Executive Officer
(CEO) of Travel Investment Holdings Berhad (TIH). TIH was the holding
company of a group in logistics and travel related businesses. It was one of the
biggest government linked public listed companies on Bursa Malaysia. However,
TIH had suffered major losses due to the global economic downturn in 2009.
Idris felt it was his patriotic duty to bring TIH onto the road to recovery. He began
his new job on 1 April 2010.

THE SCENE
Idris developed a turnaround methodology over his years of experience. He
likened himself to a surgeon looking to remove malignant tumours. The first thing
he had to do was identify the cancerous cells. Not unlike a trained auditor, his first
tool of diagnosis was to have an overview of how a particular business worked.
However, he realised that, as a CEO, he could not spend his time scrutinising
every single detail. Instead, he should focus on the bottom line and cash flow of
the organisation. He knew that, in doing so, he could quickly get to the truth of
the company. His first strategy would be to call for a meeting among the senior
management staff and ask them to brief him on the organisation to discover the
current state of affairs. He had been well aware that the team was going to want
to make things look good. So, he had to be vigilant for any sign of weakness.
He always had a particular concern about relationship based transactions,
which he knew was quite prevalent in Malaysia. Transactions between friends,
connected or favoured persons sometimes lacked commercial justification
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Flight of Funds

that led to undesirable consequences. He noted that the organisational chart of

TIH showed several investments by a subsidiary which indicated to him that, to
ensure accountability, he had to watch out for any evidence of issues that had been
swept under the carpet and any possible lack of proper procedural practice.
During the first briefing by the senior staff, he noticed that there had been an
investment made by a subsidiary, Malaysian Travels Sdn Bhd (MTSB), in 2006,
which had shown no movement since. He asked for an explanation from the
senior management team, but was met by hushed murmurs. As they discussed
among themselves, he recognised a name on one of the MTSB papers. It was
his old friend, Norehan. She had been attached to a sub-subsidiary of TIH as the
Human Resource Manager.
Travel Investment
Holding Bhd. (TIH)

Malaysian Travel
Sdn. Bhd. (MTSB)
Turkistan Global
Services Sdn. Bhd.

40%

Malaysian Turkistan
Travels Sdn. Bhd. (MTT)

60%

He recalled that he had mentioned to her about his CEO appointment in TIH.
It was then when Idris realised that the sub-subsidiary Norehan had mentioned
about was the same MTSB investment that he had just inquired into. He
remembered her telling him that she had left the company in the previous year,
in 2009, because she felt that the company had been established under fraudulent
circumstances. When prodded, she acknowledged that her boss had been the sonin-law of the MTSB director, who had signed the contract that founded the subsubsidiary. Norehan lamented that staff morale had been low at the time she left,
with the company being short on funds and the staff not being paid their salaries
on time and their bonuses since 2007.
Idris snapped out of his reverie and called his senior management to move
on to the next agenda. As the briefing came to an end, he announced that he
wanted more information about MTSB and its investment in the joint venture
with Turkistan Global Services Sdn Bhd, Malaysian Turkistan Travels Sdn Bhd
(MTT). He told the Chief Financial Officer (CFO), Ms Goh to send an officer to
investigate the matter and prepare a report on what had transpired.
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Asian Journal of Case Research (AJCR)

INVESTIGATION INITIATED
Ms Goh had been with TIH since the company listed in 2005 but had just
been promoted to the CFO position on 1 January 2010. She reviewed the
documentation they had on MTT and realised that, other than the annual audited
financial reports, there had been no other information provided by MTSB. She
was further informed that there was actually no position or portfolio that catered
to the monitoring of MTT or any of MTSBs other subsidiaries. She concluded
that she had to send someone to visit MTSB in person to investigate the matter.
Unfortunately, she lacked the resources to do so. Her ten-member team in the
Accounts and Finance Department were responsible for the accounting services
for the whole TIH group. In accordance with Securities Commission ruling, there
was also an Internal Audit department who reports to the Audit Committee rather
than to the CFO. The Internal Audit department had three members. They were
in charge of the internal control for the entire group. She realised that not only
did she have to investigate the matters at MTSB, but the problem had shed more
light on issues that needed to be resolved on a corporate level. Not least of which
is the internal control of investments made by subsidiaries. She was torn between
taking charge of the investigation herself by sending one of her team members
or utilizing her entire team to focus on the changes that needed to be done right
away in TIH. However, she was reluctant to pass the job to the Internal Audit, a
department over which she had no authority. She raised these concerns with Idris,
talking about the constraints she was facing. Idris decided to outsource the task to
Agoos Bagoos, a consultant from a Big Four accounting firm.

THE VISIT
Agoos Bagoos arrived in mid-April 2010 at MTSB on behalf of TIH. He found
that there were only four people in the office; an office manager, a secretary, an
accounts clerk and a tour leader. He was further informed that additional staff
would only be contracted when necessary. MTSB mostly organised pilgrimage
(umrah) services and, since their operations had been severely curtailed due to
lack of funds, they resorted to focusing on marketing and outsourcing the services
to independent subcontractors.
When Agoos requested for relevant documents pertaining to the MTT
investment, the office manager informed him that there had not been any from
MTT since the beginning. Since the directors had never enquired, no effort to
contact MTT was ever made. The office manager had also been instructed to
inform the auditors that MTT was an associate company accounted for using
the equity method and the amount invested from a group point of view was
immaterial for consolidation. The office manager then went on to provide three
documents to Agoos: (i) a project paper that briefly described the Memorandum
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Flight of Funds

of Understanding (MoU) between MTSB and Turkistan Global Services Sdn Bhd,
the MTT business model and the financial implications (Appendix A) (ii) MTTs
projected financials (Appendix B) and (iii) the minutes of meetings where the
Board approved the investment (Appendix C).

THE DEAL
MTSB had been set up in mid-1995 to provide inbound and outbound travel
services. After ten years of operations, MTSB began to look for opportunities
to expand. They were approached by Turkistan Global Services Sdn Bhd (TGS).
Turkistan Global Services was owned by a Malaysian businessman, Dato Shazali
Hamid, who had participated in a Malaysian delegation to Turkistan with a
Minister from the Prime Ministers office in 2005.
During the visit, Dato Shazali had signed a MoU with the Turkistan
Government for exclusive rights to arrange for the travel needs of business
individuals along the Turkistan-Malaysia route. Since Dato Shazali was not
in the travel business, he needed to identify a partner who could provide the
expertise. The executive director of MTSB at that time had been Yatim Nor, the
father of Omar Yatim, a board member in TGS. Omar approached his father to
set up a joint venture between MTSB and TGS. The joint venture was structured
to represent a 60%-40% ownership between TGS and MTSB, which resulted
in a RM2 company, Malaysia-Turkistan Travels Sdn Bhd (MTT). MTSB paid
RM8 per share for 100,000 units to represent its 40% shareholding in MTT at
the signing of the agreement on 1 May 2006. A further check by Agoos led to
the discovery of MTTs paid up capital increasing from RM2 to RM250,000 on
1 July 2006. No audited accounts had been issued to the shareholders since, nor
any filing made with the Companies Commission of Malaysia (Appendix D). The
following week, Agoos conveyed the report on MTSB to Idris.

WHAT NEXT?
It was crucial to Idris that TIH would not be embroiled in a front-page financial
scandal. Thank goodness, its less than a million! Lets hope its too small for those
media sharks at the Sun to sniff out. But, Agoos, I cant just fold my arms on this
matter. I still want to show that Im doing damage control. I want to know where
the money went, who was responsible for it and if theres anything left that we can
salvage. Thats your job, Agoos. I need you to get me the relevant information
for me to report to the Audit Committee and the Board who will then decide what
to report to Bursa Malaysia. I need this for this quarters announcement. More
importantly, I want to be able to tell them what were doing to fix this mess. So,
I need your best advice for this Agoos, consider this the number one priority!

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Asian Journal of Case Research (AJCR)

REFERENCES
Bursa Malaysia Main Market Listing Rules, Practice Note 12. Recurrent Related Party
Transaction
Chapter 9 of the Listing Requirement, Part C Immediate Disclosure of Material
Information
Companies Act 1965, Part V Management and Administration
Companies Act 1965, Part VI Accounts and Audit

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APPENDIX A
Project paper on the proposed MOU presented at the Board of
Directors Meeting on 21 June 2006
21ST BOARD OF DIRECTORS MEETING
MALAYSIAN TRAVELS SDN BHD (MTSB)
On 21 June 2006
AGENDA 3:
Investment in Malaysian Turkistan Travels Sdn Bhd (MTT)
(Malaysian Turkistan Business Cooperation)
OBJECTIVE
The objective of this paper is to seek the Boards approval to invest in Malaysian
Turkistan Travels Sdn. Bhd. (MTT), a Malaysia Turkistan Business Cooperation
(MATUBUCO).

BACKGROUND
On 18 January 2006, a Memorandum of Understanding (MoU) was signed
by Malaysian Turkistan Travels Sdn Bhd (MTT) with the Turkistan Business
Development Board (TBDB) representing cooperation between the two nations
on all matters pertaining to the business and promotion of tourism. The signing
ceremony was witnessed by a Minister from the Prime Ministers Office of
Malaysia and the Vice President of Turkistan.

TURKISTAN AS A POTENTIAL BUSINESS DESTINATION

Turkistan is an emerging business destination and its government has been
initiating aggressive efforts on joint business cooperation with countries such
as Singapore, Brunei, Indonesia and Malaysia. A 2003 report ranks Turkistan
as 145th in business revenue worldwide with tourism revenue of US$2 billion.
Joint business cooperation will not only to boost Turkistans business revenue but
will enable the export of its business travelers to popular destinations around
the world. Turkistan has a population of 68 million with a 2005 total GDP of
US$554.8 billion. It stands as a strategic market yet to be tapped.

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Asian Journal of Case Research (AJCR)

GROWTH OF TURKISTAN TOURISTS INTO MALAYSIA

Turkistanian arrivals to Malaysia have been on the upward trend. Especially for
the first four months of 2006, the arrivals have increased by 61%. Currently, there
are only two direct flights per week operated by Turkistan Air. According to an
industry report, Turkistan Air will be making additional flights before end-2006.
Turkistanians will be able to fly to Malaysia via commercial carriers departing
from the Middle East, Pakistan and India.
Table 1 Arrival of Turkistan Business Traveller to Malaysia
Year

Arrival

2003
2004
2005
2006

10,412
11,236
12,309
(Jan Apr) 8,256

n.a.
+7.9
+9.5
+61.6

THE MALAYSIA-TURKISTAN BUSINESS COOPERATION

The business cooperation between the two nations will be made possible by the
formation of two companies, Malaysian Turkistan Travels Sdn Bhd (MTT) and
CNTP Turkistan Pte Ltd.
1. The Malaysian Turkistan Travels Sdn Bhd (MTT) will be formed in Kuala
Lumpur with the partnership of Turkistan Global Services Sdn Bhd (TGS)
(60%) and the Turkistan Business Development Corporation (40%).
2. The CNTP Turkistan Pte Ltd. will be formed in Turkistan with the partnership
of Turkistan Business Development Corporation (60%) and Turkistan Global
Services Sdn Bhd (TGS).

Turkistan Travels Sdn Bhd (MTT)

The first step is the establishment of Malaysian Turkistan Travels Sdn Bhd (MTT)
as a subsidiary to Malaysian Travels Sdn Bhd.
1. Therefore, Malaysian Turkistan Travels Sdn. Bhd. (MTT) is a joint venture
between Malaysian Travels Sdn. Bhd. (MTSB) (40%) and Turkistan Global
Services Sdn. Bhd. (TGS) (60%). Malaysian Turkistan Travels Sdn. Bhd.
(MTT) will initially undertake all business pertaining to travel for the
Turkistan market and subsequently for other markets identified by the Prime
Ministers Office.
2. The office of Malaysian Turkistan Travels Sdn Bhd (MTT) will be based at
KLCC. Via this acquisition, it will have license access to all inbound, outbound, ticketing and Malaysian My Second Home (MM2H) activities. The
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rapport between the Turkistan and Malaysian governments is expected to be

leveraged for all relevant purposes.

THE ORGANISATION
The Malaysia-Turkistan Business Cooperation structure is proposed to be twotiered, whereby the first tier shall represent Malaysian Travels Sdn Bhd (MTSB)
venturing with Turkistan Global Services Sdn Bhd (TGS) to form Malaysian
Turkistan Travels Sdn Bhd (MTT), while the second tier shall represent
the partnership between the MTT and the Turkistan Business Development
Corporation (TBDC), which will be called MATUBUCO.
Malaysian Turkistan Travels Sdn Bhd (MTT) will have an initial number of
20 staff.

PRODUCTS SERVICES AND PRINCIPAL ACTIVITIES

The following are the main products and services of Malaysian Turkistan Travels
Sdn Bhd (MTT) Inbound/Outbound Travel Agent Services for business travelers:
Promoting Malaysia
Malaysian Turkistan Travels Sdn Bhd (MTT) shall act as the Marketing
Office for Business with Malaysia in Turkistan
Undertake local promotions, business traveler sales missions and
advertising activities as follows:
Business Traveller MICE Promotions
Tourism & Management Training
MM2H & Event Promotions

COMPETITIVE ANALYSIS
Currently, six local travel agencies are involved in the MalaysianTurkistan
business market, with an estimated inbound market size of about 15,000 arrivals
annually. Via Government-to-Government (G2G) involvement, it is anticipated
to heighten tourism promotion where the market is poised to grow substantially.
The collaboration between Malaysian Turkistan Travels Sdn Bhd (MTT) and
TBDC through MATUBUCO is expected to help MTT to be a dominant player in
the Malaysia-Turkistan Business Travel market.

BUSINESS MODEL
A two-tier business model is proposed to enable the joint venture collaboration to
be effective and ultimately achieve the results envisioned by both governments.
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Asian Journal of Case Research (AJCR)

Tier 1: Government Malaysia / Turkistan: The Facilitator

Tier 2: Malaysian Turkistan Travels Sdn Bhd (MTT): The Implementator

KEY TARGET MARKET

The following are the key target markets of Malaysian Turkistan Travels Sdn Bhd
(MTT):
1. Leisure & Business Market (Families & Expatriates)
2. Special Interest Group (Honeymooners & Education)
3. M.I.C.E. and MM2H

KEY STRATEGIES
The key strategies of Malaysian Turkistan Travels Sdn Bhd (MTT) are as follows:

Specific Strategy
To increase Malaysians traveling to Turkistan
1. To assist Turkistan authorities pertaining to all advertising activities in
relation to Malaysia
2. To assist in consumer and trade promotions

Overall Strategies
1. To work closely with our Turkistan counterparts and set a framework of
common standards to link compatible products and services
2. To provide an effective platform for all meetings between buyers and sellers
and to facilitate strategic alliances among tour and travel agents and hoteliers
3. To disseminate information and obtain consumer feedback on quality
standards and/or products and services
4. To provide input to both governments on product enhancements
The key strategies for Malaysian Turkistan Travels Sdn Bhd (MTT) are as follows:
1. To become the dominant player in all fields of the Malaysian-Turkistan
business market
2. To provide high quality and competitive products and services as per
standards set by Malaysian Turkistan Travels Sdn Bhd (MTT)
3. To set close and cordial business relationships with our agents and strategic
business partners

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4. To conduct product R&D (research and development) based on feedback

from customers and Malaysian Turkistan Travels Sdn Bhd (MTT)
5. To help realise government objectives to increase the number of Turkistan
business travelers to Malaysia
6. To bring reasonable returns to shareholders

MARKETING PLAN
Inbound
1. To obtain attractive contract rates from hoteliers and ground handlers
2. To have a pool of experienced Iranian tourist guides
3. To conduct product updates to overseas agents and the media

Outbound
To develop special outbound packages for both the business and leisure markets

Training Programmes
Training programnmes will be geared to work with tourism associations and local
universities in providing education and training to the Iranians. Some of the
recommendations are as follows:
1. English Language courses
2. Tour Guide courses by MATTA
3. International Travel and Tourism courses by lATA & UFTAA
4. Executive Diploma in Strategic Tourism Management & Technology
(MATTAIUTM/UiTM)

Promotional Activities
1. To create visibility in the marketplace through trade shows, sales promotions
and missions, exhibitions and fairs
2. To assist Malaysian Turkistan Travels Sdn Bhd (MTT) in organising
Familiarisation Trips for Malaysia-Turkistan tour agents/media and vice
versa
3. To provide and distribute a wide range of below-the-line promotional
materials such as brochures, audio visual materials, and special promotional
materials

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Asian Journal of Case Research (AJCR)

CURRENT PROJECT STATUS

MALAYSIAN TRAVELS SDN BHD (MTSB) and Turkistan Global Services
Sdn Bhd (TGS) will develop a marketing plan for the MATUBUCO project.
Approval has been obtained from the Prime Ministers Office for the setting up of
the Malaysian Turkistan Travels Sdn Bhd (MTT) office in KLCC. The proposed
activity will take place upon completion of the.
The premises of MATUBUCO are located at Ampang Complex, Kuala
Lumpur. Funding is by the Turkistan Business Board. They also seek space
to establish a Souvenir Shop to showcase and sell Turkistan handicrafts and
products. They are anticipated to participate in the Malaysian Business Fair and
launch their advertising campaign before year-end.

FINANCIAL IMPLICATIONS
Business Arrangement
The objective of this paper is to evaluate the investment proposition of acquiring
a 40% shareholding in Malaysian Turkistan Travels Sdn Bhd (MTT), the
management company of MATUBUCO. Attached are Cash Flow Assumptions,
Cash Flow Projections for 20072009 and Projected Profitability Statements for
2007-2009 as Appendix C

Share Valuation
The share valuation for Malaysian Turkistan Travels Sdn Bhd (MTT) (M) Sdn
Bhd is made based on the following assumptions:
Items

Amount (RM)

Projected 3 yrs revenue

Operating expenditure
Net profit before tax

4,123,900.00
3,286,065
837,835.00

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Based on a 12% discounted cash flow over 3 years of net earnings, the net
present value of the project is RM596,371.00. Taking into account all relevant
factors, the final share value is determined as follows:
No
1
2
3
4

Particulars
Projected Net Earnings
Business Goodwill
Value of licenses (inbound, outbound & ticketing)
Value of MM2H license
Total
40% Share
Offer after 15% discount

Amount (RM)
1,108,935.00
750,000.00
250,000.00
250,000.00
2,358,935.00
943,574.00
800,000.00

Based on the proposed paid-up capital of MTT which is RM250,000.00,

the theoretical share value of the Company stands at RM8.00 per share. The
proposed stake of 40% shareholdings shall be valued at: RM8.00 x 100,000 shares
= RM800,000.

Return on Investment
The financial cash flow projection indicates that the Malaysian Turkistan Travels
Sdn Bhd (MTT) project is viable. The net present value of the project is positive
and the ROI is 17%.

RECOMMENDATIONS
Given the assumptions, the Malaysian Turkistan Travels Sdn Bhd (MTT) project
indicates great importance for the Malaysian business industry as G2G and B2B
businesses can be developed accordingly. This MATUBUCO project is a viable
project to be ventured by MALAYSIAN TRAVELS SDN BHD (MTSB) Sdn
Bhd. Therefore, it is recommended that the Board approve the following:
1. To approve the acquisition of 40% equity valued at RM 800,000 in Malaysian
Turkistan Travels Sdn Bhd (MTT) by MALAYSIAN TRAVELS SDN BHD
(MTSB) Sdn Bhd
2. To approve that Malaysian Turkistan Travels Sdn Bhd (MTT) is to operate its
business from KLCC, Jalan Ampang, Kuala Lumpur.

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APPENDIX B.1
Projected Income Statement for MTT (2007 to 2009)

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APPENDIX B. 2
Projected Balance Sheet for MTT (2007 to 2009)

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APPENDIX B.3
Projected Cash Flow Statement for MTT (2007 to 2009)

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APPENDIX C
Minutes of Meeting Approving the MOU
MALAYSIAN TRAVELS SDN BHD (MTSB)
Minutes of Board of Directors Meeting
held on 21st June 2006
Malaysian Turkistan Business Cooperation

PREAMBLE.
1. Further to the business visit from Turkistan to Malaysia, a cooperation
has been sealed between the Turkistan Development Board and Malaysian
Turkistan Travels Sdn Bhd (MTT)
2. The business cooperation between the two nations will be made possible by
the formation of two companies to be called Malaysian Turkistan Travels
Sdn Bhd (MTT) and CNTP Turkistan Pte Ltd.
The Malaysian Turkistan Travels Sdn Bhd (MTT) will be formed in
Kuala Lumpur with the partnership of Turkistan Global Services Sdn
Bhd (TGS)(60%) and the Turkistan Business Development Corporation
(40%).
The CNTP Turkistan Pte Ltd. will be formed in Turkistan with the
partnership of Turkistan Business Development Corporation (60%) and
Turkistan Global Services Sdn Bhd (TGS)
3. The product and services marketed by the Turkistan includes Carpet and
Clothing
4. Malaysian Turkistan Travels Sdn Bhd (MTT) will be operating in Kuala
Lumpur from KLCC.
5. Financial Implications
The Joint venture will allow MALAYSIAN TRAVELS SDN BHD
(MTSB) to subscribed 40% shares representing 100,000 shares in
Malaysian Turkistan Travels Sdn Bhd (MTT) at the consideration of
RM800,000.
Projected profit in for three years is RM1,108,935
Projected Return on the 3rd Year is 17%.

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CONCLUSION
The Board be and hereby resolved:
1. That the company invest in Malaysian Turkistan Travels Sdn Bhd (MTT)
amounting RM800,000 be approved.
2. The Malaysian Turkistan Travels Sdn Bhd (MTT) operates in KLCC,
Kuala Lumpur.

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