Touchwood Investment Scandal Analysis
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AI Summary
This assignment provides an in-depth analysis of the Touchwood investment scandal, which was a major financial scandal that occurred in Sri Lanka. The case study examines the factors that led to the collapse of the company, including regulatory failures, inadequate public awareness, and the greediness of investors. The rise and fall of Touchwood is compared to Enron's scandal, highlighting similarities and differences between the two cases. A detailed examination of Touchwood's business model, assets, and group companies is also provided, along with references to relevant articles and sources.
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Individual Assignment
ANALYSIS OF A COLLAPSED PLC IN SRI LANKA
ANALYSIS OF A COLLAPSED PLC
1. Introduction
“The only real mistake is the one from which we learn nothing.” - Henry Ford.
This report attempts to critically analyse a collapsed Public Liability Company (PLC) in Sri
Lanka in recent times as a partial fulfilment of the academic requirement of PIM MBA
Course under the subject ref. MBA505 Business Law and Corporate Governance. The report
elaborates the shortcomings occurred at the collapsed Company, which is selected for this
discussion and then makes recommendations on the findings that would be beneficial for
future references.
It a common phenomenon world-wide that people venturing on business to make profit,
which will ultimately leads to development of nations. In Sri Lanka, especially taking in to
account of the post-war situation, such business developments have been very important as
the government efforts alone will not be sufficient to build the nation. In other words, the
active participation of public in income generating ventures is vital for the growth of the
country, which has been affected by a thirty-year war. Private sector businesses or companies
have been the backbone of the major economies in the world. Therefore, Sri Lanka would
also be able to gain substantial growth if private sector kicks and performs well creating
public confidence.
Individual Assignment
ANALYSIS OF A COLLAPSED PLC IN SRI LANKA
ANALYSIS OF A COLLAPSED PLC
1. Introduction
“The only real mistake is the one from which we learn nothing.” - Henry Ford.
This report attempts to critically analyse a collapsed Public Liability Company (PLC) in Sri
Lanka in recent times as a partial fulfilment of the academic requirement of PIM MBA
Course under the subject ref. MBA505 Business Law and Corporate Governance. The report
elaborates the shortcomings occurred at the collapsed Company, which is selected for this
discussion and then makes recommendations on the findings that would be beneficial for
future references.
It a common phenomenon world-wide that people venturing on business to make profit,
which will ultimately leads to development of nations. In Sri Lanka, especially taking in to
account of the post-war situation, such business developments have been very important as
the government efforts alone will not be sufficient to build the nation. In other words, the
active participation of public in income generating ventures is vital for the growth of the
country, which has been affected by a thirty-year war. Private sector businesses or companies
have been the backbone of the major economies in the world. Therefore, Sri Lanka would
also be able to gain substantial growth if private sector kicks and performs well creating
public confidence.
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2
Private sector ventures can be established in several ways; i.e. sole proprietorship,
partnership, association, or limited liability company – depending on its ownership, i.e.
owned by one person or a group of people. Limited liability companies are in two folds; 1)
private limited liability companies – privately held mostly small entities with for e.g. 25 to 50
shareholders, and 2) public companies – registered under the Company Act with statutory
minimum requirements and shares offered to the public subject to the conditions of limited
liability. Out of the above mentioned company types; limited liability companies have been
very active in terms of operations and also massive in financial terms. Due to this very reason
such companies turned out to be highly risky as well. Collapses of such companies in
America, England, Australia and as well as in Sri Lanka has affected not only the economy
but also disappointed the shareholders. The question arises from such failures would be what
or who would be the reason for such happening? Majority of the researches carried out to find
the root cause for failure of PLCs has been improper management by company directors. In
other words the reason being the company directors are not strictly adhering to the
requirements of corporate governance.
2. Enron Scandal:
Enron Corporation in the USA (Enron) – once a darling of Wall Street, has been one of the
best examples of such PLC collapses globally due to corporate governance issues. Enron was
formed in year 1985 following a merger between Houston Natural Gas Co. and InterNorth
Inc. In year 1995 Enron was awarded the “America’s Most Innovative Company” by Fortune
and the company went on to win this prestigious award for six consecutive years. Enron has
reached dramatic heights by year 2000 and share prices skyrocketed. But then it took no time
to find its downfall by year 2002. Such failure affected thousands of staff and shareholders of
the company. Enron’s share price at its best performing time was USD 90.75 and then it went
to hit the rock bottom value of USD 0.26 at the collapse. During this period, Enron has
created a network of companies which help hide Enron’s losses. It has been a surprise for
many to date that one of the USA’s largest corporations collapsed dramatically and the way it
had been managed to mislead the regulators with fake documents and inappropriate financial
reporting during its operations. A narrative of Enron’s rise and fall is enclosed to this report
under Annexure 1.
The Enron scandal directed greater attention to accounting and corporate scam as its
shareholders lost to the tune of USD 74 billion in the last 4 years leading to its bankruptcy.
Private sector ventures can be established in several ways; i.e. sole proprietorship,
partnership, association, or limited liability company – depending on its ownership, i.e.
owned by one person or a group of people. Limited liability companies are in two folds; 1)
private limited liability companies – privately held mostly small entities with for e.g. 25 to 50
shareholders, and 2) public companies – registered under the Company Act with statutory
minimum requirements and shares offered to the public subject to the conditions of limited
liability. Out of the above mentioned company types; limited liability companies have been
very active in terms of operations and also massive in financial terms. Due to this very reason
such companies turned out to be highly risky as well. Collapses of such companies in
America, England, Australia and as well as in Sri Lanka has affected not only the economy
but also disappointed the shareholders. The question arises from such failures would be what
or who would be the reason for such happening? Majority of the researches carried out to find
the root cause for failure of PLCs has been improper management by company directors. In
other words the reason being the company directors are not strictly adhering to the
requirements of corporate governance.
2. Enron Scandal:
Enron Corporation in the USA (Enron) – once a darling of Wall Street, has been one of the
best examples of such PLC collapses globally due to corporate governance issues. Enron was
formed in year 1985 following a merger between Houston Natural Gas Co. and InterNorth
Inc. In year 1995 Enron was awarded the “America’s Most Innovative Company” by Fortune
and the company went on to win this prestigious award for six consecutive years. Enron has
reached dramatic heights by year 2000 and share prices skyrocketed. But then it took no time
to find its downfall by year 2002. Such failure affected thousands of staff and shareholders of
the company. Enron’s share price at its best performing time was USD 90.75 and then it went
to hit the rock bottom value of USD 0.26 at the collapse. During this period, Enron has
created a network of companies which help hide Enron’s losses. It has been a surprise for
many to date that one of the USA’s largest corporations collapsed dramatically and the way it
had been managed to mislead the regulators with fake documents and inappropriate financial
reporting during its operations. A narrative of Enron’s rise and fall is enclosed to this report
under Annexure 1.
The Enron scandal directed greater attention to accounting and corporate scam as its
shareholders lost to the tune of USD 74 billion in the last 4 years leading to its bankruptcy.
3
The court held criminal charges against certain board members of Enron for their dishonest
and unethical acts in this respect. Further, new regulations and legislation were also
introduced to endorse the accuracy of financial reporting for PLCs. Another important move
by the American government was to introduce a new law titled “Sarbanes-Oxley Act”, which
intensified the consequences for altering/fabrication or destroying financial reports and for
attempting to deceive the shareholders.
3. Corporate Governance
3.1 Concept of Corporate Governance
Corporate governance is a very important concept for businesses in the present context
worldwide. It primarily deals with rules, policies and procedures, and administration aspects
of the company’s dealings with its stakeholders; such as customers, suppliers, employees,
shareholders, and governments etc.
Corporate Governance is the system by which business corporations are directed and
controlled. The corporate governance structure specifies the distribution of rights and
responsibilities among different participants in the corporation, such as, the board, managers,
shareholders and other stakeholders, and spells out the rules and procedures for making
decisions on corporate affairs. By doing this, it also provides the structure through which the
company objectives are set, and the means of attending those objectives and monitoring
performance.” (Cadbury, OECD, April 1999)
Dissa Bandara (2006) has described corporate governance as “the mechanism by which
companies are rationalized, directed, controlled, and monitored. Corporate Governance
coordinates different types of stakeholders such as shareholders, directors, managers,
employees, creditors, customers, global environment and the rest of the society to maximize
corporate performance and wellbeing as a common goal. Major considerations of a system of
corporate governance are: how successfully companies formulate the rational – the reason for
existence, how effective corporate decisions are made – guidelines and procedures, how well
shareholders control managers’ decision making and monitor the execution, and how
fruitfully the different stakeholders are facilitated to achieve the goals”
The common framework for corporate governance basically consists of;
the rights, responsibilities, and rewards are established through explicit or implicit
contracts between the company and the shareholders,
The court held criminal charges against certain board members of Enron for their dishonest
and unethical acts in this respect. Further, new regulations and legislation were also
introduced to endorse the accuracy of financial reporting for PLCs. Another important move
by the American government was to introduce a new law titled “Sarbanes-Oxley Act”, which
intensified the consequences for altering/fabrication or destroying financial reports and for
attempting to deceive the shareholders.
3. Corporate Governance
3.1 Concept of Corporate Governance
Corporate governance is a very important concept for businesses in the present context
worldwide. It primarily deals with rules, policies and procedures, and administration aspects
of the company’s dealings with its stakeholders; such as customers, suppliers, employees,
shareholders, and governments etc.
Corporate Governance is the system by which business corporations are directed and
controlled. The corporate governance structure specifies the distribution of rights and
responsibilities among different participants in the corporation, such as, the board, managers,
shareholders and other stakeholders, and spells out the rules and procedures for making
decisions on corporate affairs. By doing this, it also provides the structure through which the
company objectives are set, and the means of attending those objectives and monitoring
performance.” (Cadbury, OECD, April 1999)
Dissa Bandara (2006) has described corporate governance as “the mechanism by which
companies are rationalized, directed, controlled, and monitored. Corporate Governance
coordinates different types of stakeholders such as shareholders, directors, managers,
employees, creditors, customers, global environment and the rest of the society to maximize
corporate performance and wellbeing as a common goal. Major considerations of a system of
corporate governance are: how successfully companies formulate the rational – the reason for
existence, how effective corporate decisions are made – guidelines and procedures, how well
shareholders control managers’ decision making and monitor the execution, and how
fruitfully the different stakeholders are facilitated to achieve the goals”
The common framework for corporate governance basically consists of;
the rights, responsibilities, and rewards are established through explicit or implicit
contracts between the company and the shareholders,
4
conflicting interests of stakeholders if any are monitored and settled based on a set of
procedures in line with such stakeholders’ duties, roles and privileges, and
checks and balance of management, monitoring, control, and information inflows
through established set of procedures
3.2 Development of Corporate Governance Rules in Sri Lanka
Setting up of requirements and standards for corporate governance were initiated in Sri Lanka
jointly by the Institute of Chartered Accountants (ICASL) and the Securities and Exchange
Commission (SEC) in consultation with Colombo Stock Exchange. The idea was to
implement such standards as a mandatory compliance by the companies registered in the list
of Colombo Stock Exchange. Consequently, a voluntary code of corporate governance
conduct and financial management was published by the ICASL in year 1997 in order to
streamline the practice and promote transparency in the earnings of listed companies with the
ultimate goal of socio-economic development is the Country. The basis for such initiation
was primarily on the findings of “Cadbury Committee Report”. Later certain amendments
have been made to this code jointly by ICSAL and SEC in line with the latest global
developments of such standards in the corporate sector. Finally, with effect from the financial
year commencing April 1 st, 2008, it was made mandatory to comply with such established
corporate governance rules by the companies listed in Colombo Stock Exchange as a
statutory requirement established by the then Colombo Stock Exchange (now SEC). The SEC
Listing Rules Section 7.10 specifies the compliances to be adhered under corporate
governance.
3.3 Corporate Management, Director Board and Accountability
Corporate management includes the company’s “top management”, which positioned the
next level below the Director Board in terms of the organization’s hierarchical structure. In
theory, company power in terms of legitimacy and authority is based on accountability
principles. Corporate governance involves checks and balances and finances. Accordingly,
corporate management should be placed sufficiently accountable to maintain the legitimacy
and credibility of its actions to an elected Board of Directors, which comprises certain
independent, competent and motivated representatives.
According to www.businessdictionary.com; “Checks and balances” means an internal control
mechanism established in a corporation to avoid fraud and errors due to oversight, which
ensures authority to make decisions, and associated responsibility to verify its proper
execution, through various individual departments within an organization.
conflicting interests of stakeholders if any are monitored and settled based on a set of
procedures in line with such stakeholders’ duties, roles and privileges, and
checks and balance of management, monitoring, control, and information inflows
through established set of procedures
3.2 Development of Corporate Governance Rules in Sri Lanka
Setting up of requirements and standards for corporate governance were initiated in Sri Lanka
jointly by the Institute of Chartered Accountants (ICASL) and the Securities and Exchange
Commission (SEC) in consultation with Colombo Stock Exchange. The idea was to
implement such standards as a mandatory compliance by the companies registered in the list
of Colombo Stock Exchange. Consequently, a voluntary code of corporate governance
conduct and financial management was published by the ICASL in year 1997 in order to
streamline the practice and promote transparency in the earnings of listed companies with the
ultimate goal of socio-economic development is the Country. The basis for such initiation
was primarily on the findings of “Cadbury Committee Report”. Later certain amendments
have been made to this code jointly by ICSAL and SEC in line with the latest global
developments of such standards in the corporate sector. Finally, with effect from the financial
year commencing April 1 st, 2008, it was made mandatory to comply with such established
corporate governance rules by the companies listed in Colombo Stock Exchange as a
statutory requirement established by the then Colombo Stock Exchange (now SEC). The SEC
Listing Rules Section 7.10 specifies the compliances to be adhered under corporate
governance.
3.3 Corporate Management, Director Board and Accountability
Corporate management includes the company’s “top management”, which positioned the
next level below the Director Board in terms of the organization’s hierarchical structure. In
theory, company power in terms of legitimacy and authority is based on accountability
principles. Corporate governance involves checks and balances and finances. Accordingly,
corporate management should be placed sufficiently accountable to maintain the legitimacy
and credibility of its actions to an elected Board of Directors, which comprises certain
independent, competent and motivated representatives.
According to www.businessdictionary.com; “Checks and balances” means an internal control
mechanism established in a corporation to avoid fraud and errors due to oversight, which
ensures authority to make decisions, and associated responsibility to verify its proper
execution, through various individual departments within an organization.
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5
In terms of maintaining integrity and managing the risk of frauds in corporate world,
corporate governance plays a substantial role to combat corruption and misconduct. Taking in
to account of what is stated so far is depicted in Figure 1 Corporate Governance Triangle.
Figure 1: Corporate Governance Triangle
Board of Directors
Shareholders Corporate Management
Source: PIM MBA505 Lecture Notes
3.4 The Board and Its Role
Crucial management and control decisions lie with directors of a company. As a unit the
directors are termed “the Board”. The chief executive officer (CEO) or the managing director
(MD) of a company should ideally be a member of the Board. According to the Companies
Act No. 7 of 2007, PLCs must have as a minimum two directors whereas any other type of
company at least one director. The provisions to identify the duties of directors are included
in the said new law, which would insist the full responsibility of directors in case of violation
of such duties. Accordingly it is a requirement to clearly include directors’ charter of duties
and responsibilities. Such charter enables directors to rely on information and advice of
experts to enable them to act in good faith which is an added feature of the new law.
4. Touchwood Investments PLC
For the purpose of this report, the Author has selected Touchwood Investments PLC
(Touchwood), which was one of the Sri Lankan PLCs collapsed in year 2014. Chart detailing
the history and development process of Touchwood is enclosed as Annexure 1 to this report.
4.1 Company Details
In terms of maintaining integrity and managing the risk of frauds in corporate world,
corporate governance plays a substantial role to combat corruption and misconduct. Taking in
to account of what is stated so far is depicted in Figure 1 Corporate Governance Triangle.
Figure 1: Corporate Governance Triangle
Board of Directors
Shareholders Corporate Management
Source: PIM MBA505 Lecture Notes
3.4 The Board and Its Role
Crucial management and control decisions lie with directors of a company. As a unit the
directors are termed “the Board”. The chief executive officer (CEO) or the managing director
(MD) of a company should ideally be a member of the Board. According to the Companies
Act No. 7 of 2007, PLCs must have as a minimum two directors whereas any other type of
company at least one director. The provisions to identify the duties of directors are included
in the said new law, which would insist the full responsibility of directors in case of violation
of such duties. Accordingly it is a requirement to clearly include directors’ charter of duties
and responsibilities. Such charter enables directors to rely on information and advice of
experts to enable them to act in good faith which is an added feature of the new law.
4. Touchwood Investments PLC
For the purpose of this report, the Author has selected Touchwood Investments PLC
(Touchwood), which was one of the Sri Lankan PLCs collapsed in year 2014. Chart detailing
the history and development process of Touchwood is enclosed as Annexure 1 to this report.
4.1 Company Details
6
Following are the details of Touchwood based on the information provided in the Company
Financial Report 2011/2012.
Entity: Touchwood Investments PLC is a quoted public limited liability company
incorporated and domiciled in Sri Lanka under the Companies Act No 17 of 1992, re-
registered under the Companies Act No. 7 of 2007, and registered under Section 16 of
Board of Investment Act No. 04 of 1978. The registered office of the Company is
located at No.28, Joseph’s Lane, Colombo 04, Sri Lanka.
Date of Incorporation: Touchwood was incorporated on June 07 th, 1999 as a private
limited liability company and operation was commenced on the same date.
The Board of Directors:
I. Founder/Group Chairman: R A Maloney – MBA (Australia) with 27 years of
experience in business management ranging from wholesale, retail, and
manufacturing in plantations. He has been the Group Chairman/Managing
Director of the other companies in the Touchwood Group operates globally
II. Deputy Chairman: S P Asitha Koralage – MBA ( Australia) with 21 years of
varied experience in the fields of Strategic and Business Management. He has
been with Touchwood for 9 years. He has vast exporter to international business
working in the UK, Thailand, Hong Kong, Australia and the Middle East and
instrumental in Touchwood global expansion process.
III. Chief Executive Officer: Channa Abeygunawardene – Electrical Engineer by
profession and Member of the Institution of Engineering and Technology (IEE) of
UK with over 17 years of experience and management exposure in the UK, Japan,
Middle East and Thailand. He has joined Touchwood in 2004as Business
Development Manager and was instrumental in developing overseas SBUs.
IV. Director: Swarna Maloney – B.Sc in Business Administration and 17 year
experience in Finance, IT and business management both nationally and
internationally. She was instrumental in conceptualising Touchwood business in
1999.
V. Independent Director: Aloysius Ralph Pereira – trained as an Aeronautical
Engineer in the Royal Ceylon Air Force and later worked as Engineer/Factory
Manager. He is a full member of the Australian and New Zealand Pulp and Paper
Institute’s Technical Association and a Pulp and Paper Technologist/Consultant.
Following are the details of Touchwood based on the information provided in the Company
Financial Report 2011/2012.
Entity: Touchwood Investments PLC is a quoted public limited liability company
incorporated and domiciled in Sri Lanka under the Companies Act No 17 of 1992, re-
registered under the Companies Act No. 7 of 2007, and registered under Section 16 of
Board of Investment Act No. 04 of 1978. The registered office of the Company is
located at No.28, Joseph’s Lane, Colombo 04, Sri Lanka.
Date of Incorporation: Touchwood was incorporated on June 07 th, 1999 as a private
limited liability company and operation was commenced on the same date.
The Board of Directors:
I. Founder/Group Chairman: R A Maloney – MBA (Australia) with 27 years of
experience in business management ranging from wholesale, retail, and
manufacturing in plantations. He has been the Group Chairman/Managing
Director of the other companies in the Touchwood Group operates globally
II. Deputy Chairman: S P Asitha Koralage – MBA ( Australia) with 21 years of
varied experience in the fields of Strategic and Business Management. He has
been with Touchwood for 9 years. He has vast exporter to international business
working in the UK, Thailand, Hong Kong, Australia and the Middle East and
instrumental in Touchwood global expansion process.
III. Chief Executive Officer: Channa Abeygunawardene – Electrical Engineer by
profession and Member of the Institution of Engineering and Technology (IEE) of
UK with over 17 years of experience and management exposure in the UK, Japan,
Middle East and Thailand. He has joined Touchwood in 2004as Business
Development Manager and was instrumental in developing overseas SBUs.
IV. Director: Swarna Maloney – B.Sc in Business Administration and 17 year
experience in Finance, IT and business management both nationally and
internationally. She was instrumental in conceptualising Touchwood business in
1999.
V. Independent Director: Aloysius Ralph Pereira – trained as an Aeronautical
Engineer in the Royal Ceylon Air Force and later worked as Engineer/Factory
Manager. He is a full member of the Australian and New Zealand Pulp and Paper
Institute’s Technical Association and a Pulp and Paper Technologist/Consultant.
7
VI. Independent Director: L L Kulatunga – Fellow of both Institute of Chartered
Accountants of Sri Lanka and the Chartered Institute of Management Accountants
of the UK. He holds an MBA with 42 years of experience.
VII. Alternate Director: Prageeth Herath – over 16 years of planting and manufacturing
exposure with particular experience in tea and rubber. Involved in senior
management level at leading plantation and manufacturing companies.
VIII. Alternate Director: Janath Olaboduwa – an Attorney at Law by profession and
over 21 years of experience in the field of law as an administrator as well as in the
private bar mainly in the area of company law. Has gained international
experience by participating several summits and serving as a legal executive in
several United Nations Development programmes/projects.
Shared capital and Share Distribution: LKR 620,000,000.00, the percentage of shares
held by public is 73.94%. R A Maloney - Group Chairman and his wife Swarna
Maloney – Director held 25.35% of the shares
4.2 Nature of Business
Touchwood had been the frontrunner of the agro-forestry business in Sri Lanka. It specialized
in the plantation of exotic tropical high-value trees such as Mahogany, Teak, and Sandalwood
as a sustainable and alternative source of forestry and offered this model as a long term
investment opportunity to the market. It also had planted other crops such as Vanilla and
Coconut as an alternative investment in terms of short term regular income. Touchwood also
promoted that such industry would help protect the issue of de-forestation, reduce carbon foot
print and gain economic sustainability and the same was able to touch heart and minds of the
people who care about the wellbeing of the country and nation.
Touchwood was founded in Sri Lanka in year 1999 by Roscoe Maloney - founder and group
chairman with an investment of LKR 500,000.00. Throughout nearly a decade of dedicated
actions and foresight the Company had grown circa 1,500 acres of private forestry plantations
existed in eight countries globally. Touchwood had been able to show with grown confidence
of substantial harvest to its investors world-wide to the tune of 25,000 whom in turn have
trusted the company’s ability, credibility and integrity and some of them had invested heavily
in the form of harvesting certificates and/or shares.
By year 2009, Touchwood had emerged as a leading and valuable brand and it had been
listed within top 100 brands index in Sri Lanka. The Company also predicted a brighter future
VI. Independent Director: L L Kulatunga – Fellow of both Institute of Chartered
Accountants of Sri Lanka and the Chartered Institute of Management Accountants
of the UK. He holds an MBA with 42 years of experience.
VII. Alternate Director: Prageeth Herath – over 16 years of planting and manufacturing
exposure with particular experience in tea and rubber. Involved in senior
management level at leading plantation and manufacturing companies.
VIII. Alternate Director: Janath Olaboduwa – an Attorney at Law by profession and
over 21 years of experience in the field of law as an administrator as well as in the
private bar mainly in the area of company law. Has gained international
experience by participating several summits and serving as a legal executive in
several United Nations Development programmes/projects.
Shared capital and Share Distribution: LKR 620,000,000.00, the percentage of shares
held by public is 73.94%. R A Maloney - Group Chairman and his wife Swarna
Maloney – Director held 25.35% of the shares
4.2 Nature of Business
Touchwood had been the frontrunner of the agro-forestry business in Sri Lanka. It specialized
in the plantation of exotic tropical high-value trees such as Mahogany, Teak, and Sandalwood
as a sustainable and alternative source of forestry and offered this model as a long term
investment opportunity to the market. It also had planted other crops such as Vanilla and
Coconut as an alternative investment in terms of short term regular income. Touchwood also
promoted that such industry would help protect the issue of de-forestation, reduce carbon foot
print and gain economic sustainability and the same was able to touch heart and minds of the
people who care about the wellbeing of the country and nation.
Touchwood was founded in Sri Lanka in year 1999 by Roscoe Maloney - founder and group
chairman with an investment of LKR 500,000.00. Throughout nearly a decade of dedicated
actions and foresight the Company had grown circa 1,500 acres of private forestry plantations
existed in eight countries globally. Touchwood had been able to show with grown confidence
of substantial harvest to its investors world-wide to the tune of 25,000 whom in turn have
trusted the company’s ability, credibility and integrity and some of them had invested heavily
in the form of harvesting certificates and/or shares.
By year 2009, Touchwood had emerged as a leading and valuable brand and it had been
listed within top 100 brands index in Sri Lanka. The Company also predicted a brighter future
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for the investors who invested in its forestry business. Touchwood had built its core values on
the basis of triple bottom line inherent to its business which are empower People, protect
Planet and ensure Profit for the stakeholders.
Touchwood Financial Report 20011/2012 stated that since 2009 it has been moving from a
mere agro-forestry investment model to once that embraces agriculture for food purposes.
The Company’s strategy of value addition and diversification has enabled Touchwood to
fully optimize its resources toward cash crops and food production. As Touchwood gear to
evolve its business to harness future opportunities, it has fully assured the shareholders that
the future holds great promise.
Annexure 3 to this report includes a chart giving comprehensive details of Touchwood
business model, assets and the Group of companies involved.
4.3 Employment of Corporate Governance
According to the details available in the Company Financial Report 2011/2012; Touchwood
had been adhering to the Corporate Governance requirements as stipulated in the Companies
Act. The report provides a comprehensive list of Governance Principles and the Company
compliances statements against such principles.
5. Analysis of the Short Comings Lead to Touchwood Failure
Touchwood, since towards the end of year 2012 had a major issue of not being able to pay
back the investors cum clients in Agarwood plantation contracts in Thailand. One of the
aggrieved investor did file a petition to wind up the Company due to its failure to pay his
return of investment through his lawyers in July 2013 in the Commercial High Court of
Colombo. The matter prompted some of the other investors also to support the case. The
investors were keenly waiting to receive their outstanding dues through liquidation process.
The Commercial High Court, upon hearing the case had ordered to wind up the Company and
appointed Mr. Sudath Kumar as the Liquidator to manage the liquidation process. According
to the interim accounts released only up to June 2013, Touchwood had a retained loss of LKR
500 million. Moreover, the Company had not been able to settle the salaries of its employees
over the past twelve months or so.
The concern was Touchwood did not possess much fixed assets, but only the biological assets
in various estates in Sri Lanka which were still to be matured in years to come. Out of those
biological assets, which were mainly owned by the investors with leasehold land ownership
for the investors who invested in its forestry business. Touchwood had built its core values on
the basis of triple bottom line inherent to its business which are empower People, protect
Planet and ensure Profit for the stakeholders.
Touchwood Financial Report 20011/2012 stated that since 2009 it has been moving from a
mere agro-forestry investment model to once that embraces agriculture for food purposes.
The Company’s strategy of value addition and diversification has enabled Touchwood to
fully optimize its resources toward cash crops and food production. As Touchwood gear to
evolve its business to harness future opportunities, it has fully assured the shareholders that
the future holds great promise.
Annexure 3 to this report includes a chart giving comprehensive details of Touchwood
business model, assets and the Group of companies involved.
4.3 Employment of Corporate Governance
According to the details available in the Company Financial Report 2011/2012; Touchwood
had been adhering to the Corporate Governance requirements as stipulated in the Companies
Act. The report provides a comprehensive list of Governance Principles and the Company
compliances statements against such principles.
5. Analysis of the Short Comings Lead to Touchwood Failure
Touchwood, since towards the end of year 2012 had a major issue of not being able to pay
back the investors cum clients in Agarwood plantation contracts in Thailand. One of the
aggrieved investor did file a petition to wind up the Company due to its failure to pay his
return of investment through his lawyers in July 2013 in the Commercial High Court of
Colombo. The matter prompted some of the other investors also to support the case. The
investors were keenly waiting to receive their outstanding dues through liquidation process.
The Commercial High Court, upon hearing the case had ordered to wind up the Company and
appointed Mr. Sudath Kumar as the Liquidator to manage the liquidation process. According
to the interim accounts released only up to June 2013, Touchwood had a retained loss of LKR
500 million. Moreover, the Company had not been able to settle the salaries of its employees
over the past twelve months or so.
The concern was Touchwood did not possess much fixed assets, but only the biological assets
in various estates in Sri Lanka which were still to be matured in years to come. Out of those
biological assets, which were mainly owned by the investors with leasehold land ownership
9
till the harvest time, only a part of 100% buffers stock of the trees planted (to mitigate the
risk of such investment) by the Company may be treated as the property belonging to
Touchwood for the settlement of due to Agarwood investors. Given this situation, it was
doubtful that the investors would at least be able to get back their money invested but not the
Company promised returns with very high IRR value.
The gravity of the Touchwood fraud would not be exposed unless such winding up petition
was submitted to the Commercial High Court and the Company could have continued its
malpractice and mismanagement, which had mislead not only the investors but also the
monitoring authorities such as SEC, ICASL and BOI.
5.1 Issue 1: Valuation Method of Biological Assets
Touchwood has shown huge profits in the previous years on the basis that the Company had
valuated the biological assets although such trees to be matured naturally in years to come to
give such yield. Further, Touchwood’s business model used valuation in year 2006 provided
a value in excess of LKR 5,000.00 per Mahogany plant at the time of its planting, whilst the
actual cost was more or less LKR 500.00. However, such exorbitant pricing were not noticed
by the investors as the Company was offering very high yield at the maturity of the tress in 18
to 20 years period with IRR value of 17% to 20%. Accordingly many investors were
persuaded to buy timber plots which were promoted based on very high profit margins
assured by Touchwood, which bolstered as the only firm listed in CSE and registered under
the BOI.
Although, it did not take much long for the auditors and regulatory bodies to pin point that
Maloney’s fair value accounting method at Touchwood was misleading the investors.
Accordingly, the Sri Lanka Accounting and Auditing Standard Monitoring Board
(SLAASMB) had determined that the fair value technique employed by Touchwood to value
biological assists and presented in the Company’s financial reports was totally wrong and
unreliable.
SLAASMB, authority assigned to monitor the compliance of accounting and auditing
standards in Sri Lanka, did examination on the sharp and unfounded increase in Touchwood
profits shown in its financial report of year 2005/2006 which was due to the adaptation of
International Accounting Standard (IAS) 41 Agriculture at a time IAS 41 was still be
implemented in Sri Lanka. However, Touchwood was unable to present any reliable way of
till the harvest time, only a part of 100% buffers stock of the trees planted (to mitigate the
risk of such investment) by the Company may be treated as the property belonging to
Touchwood for the settlement of due to Agarwood investors. Given this situation, it was
doubtful that the investors would at least be able to get back their money invested but not the
Company promised returns with very high IRR value.
The gravity of the Touchwood fraud would not be exposed unless such winding up petition
was submitted to the Commercial High Court and the Company could have continued its
malpractice and mismanagement, which had mislead not only the investors but also the
monitoring authorities such as SEC, ICASL and BOI.
5.1 Issue 1: Valuation Method of Biological Assets
Touchwood has shown huge profits in the previous years on the basis that the Company had
valuated the biological assets although such trees to be matured naturally in years to come to
give such yield. Further, Touchwood’s business model used valuation in year 2006 provided
a value in excess of LKR 5,000.00 per Mahogany plant at the time of its planting, whilst the
actual cost was more or less LKR 500.00. However, such exorbitant pricing were not noticed
by the investors as the Company was offering very high yield at the maturity of the tress in 18
to 20 years period with IRR value of 17% to 20%. Accordingly many investors were
persuaded to buy timber plots which were promoted based on very high profit margins
assured by Touchwood, which bolstered as the only firm listed in CSE and registered under
the BOI.
Although, it did not take much long for the auditors and regulatory bodies to pin point that
Maloney’s fair value accounting method at Touchwood was misleading the investors.
Accordingly, the Sri Lanka Accounting and Auditing Standard Monitoring Board
(SLAASMB) had determined that the fair value technique employed by Touchwood to value
biological assists and presented in the Company’s financial reports was totally wrong and
unreliable.
SLAASMB, authority assigned to monitor the compliance of accounting and auditing
standards in Sri Lanka, did examination on the sharp and unfounded increase in Touchwood
profits shown in its financial report of year 2005/2006 which was due to the adaptation of
International Accounting Standard (IAS) 41 Agriculture at a time IAS 41 was still be
implemented in Sri Lanka. However, Touchwood was unable to present any reliable way of
10
estimates of discount rates as well as future cash flows for valuation of its forestry assets.
SLAASMB’s opinion was that timber, which takes long time to mature, should be valued
rather at a historical cost and based on such valuation company could not be able to show
such exorbitant profit margins which misguided the investors in timber plots as well as the
share market.
SLAASMB had also decided to make an enquiry in terms of compliance to the auditing
standards adhered by the auditors of Touchwood, M/s KPMG. In the meantime Touchwood
was directed by SEC in March 2007 to reproduce its financial statements of year 2005/2006
based on an accounting of historical cost. This requirement was challenged by the Company
at the Appeal Court. During the same period, KPMG qualified the accounts for year
2006/2007 with regards to the basis of fair value technique used for the valuation of
biological assets and accused the company overstated the sales to magnify profits.
Somehow the case in Appeal Court was decided in 2010 in favour of Touchwood on
technicality basis. Then the authorities immediately appealed to the Supreme Court, but
unfortunately the case was getting postponed and put before the wrong bench of judges
several times inexplicably and case was pending until the time Touchwood was ordered to
wound up.
KPMG, Touchwoods long-standing auditor, has resigned due to an outcome in the year 2012
AGM. Dayananda Samrawickrama & Co. was then appointed as the Company Auditors who
audited the financials year ended March 2013 and reported with no qualifications.
Whilst Touchwood was tangled in the turmoil of biological assets accounting technique,
ICASL had inadvertently lent Touchwood credibility through issuing a certificate of
compliance in its 2010 annual awards. This assurance was used by the Company to its benefit
and investors were further misguided although ICASL certificate was a tick box type
checklist exercise in which companies were given marks for certain disclosures and those
above certain compliances get certifications.
5.2 Issue 2: Shorten Length of Investment Period
A tree should be given its due maturity period naturally for its growth before it can be
harvested to produce highest quality and quantity of timber which would decide the market
value. However it was revealed in the winding up case that although Agarwood plant
required a maturity period of 9 full years since planting the Touchwood investment plan
estimates of discount rates as well as future cash flows for valuation of its forestry assets.
SLAASMB’s opinion was that timber, which takes long time to mature, should be valued
rather at a historical cost and based on such valuation company could not be able to show
such exorbitant profit margins which misguided the investors in timber plots as well as the
share market.
SLAASMB had also decided to make an enquiry in terms of compliance to the auditing
standards adhered by the auditors of Touchwood, M/s KPMG. In the meantime Touchwood
was directed by SEC in March 2007 to reproduce its financial statements of year 2005/2006
based on an accounting of historical cost. This requirement was challenged by the Company
at the Appeal Court. During the same period, KPMG qualified the accounts for year
2006/2007 with regards to the basis of fair value technique used for the valuation of
biological assets and accused the company overstated the sales to magnify profits.
Somehow the case in Appeal Court was decided in 2010 in favour of Touchwood on
technicality basis. Then the authorities immediately appealed to the Supreme Court, but
unfortunately the case was getting postponed and put before the wrong bench of judges
several times inexplicably and case was pending until the time Touchwood was ordered to
wound up.
KPMG, Touchwoods long-standing auditor, has resigned due to an outcome in the year 2012
AGM. Dayananda Samrawickrama & Co. was then appointed as the Company Auditors who
audited the financials year ended March 2013 and reported with no qualifications.
Whilst Touchwood was tangled in the turmoil of biological assets accounting technique,
ICASL had inadvertently lent Touchwood credibility through issuing a certificate of
compliance in its 2010 annual awards. This assurance was used by the Company to its benefit
and investors were further misguided although ICASL certificate was a tick box type
checklist exercise in which companies were given marks for certain disclosures and those
above certain compliances get certifications.
5.2 Issue 2: Shorten Length of Investment Period
A tree should be given its due maturity period naturally for its growth before it can be
harvested to produce highest quality and quantity of timber which would decide the market
value. However it was revealed in the winding up case that although Agarwood plant
required a maturity period of 9 full years since planting the Touchwood investment plan
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11
indicated only 6 years shortening the tree growth period by 3 years. This way Touchwood
had misguided the investor of showing shorter period of harvesting and getting the high
return based of above stated fair value calculation, but in reality it was not the case. This was
one of the main reasons why Touchwood failed to pay back the investors of Agarwood
plantations in Thailand. It was found in a further review that the same ploy had been applied
in the Mahogany investment plan sold in Sri Lanka where maturity period had been shorten
by 7 years, i.e. the investment plan calculates 18 years of harvesting period whereas the
actual period should be 25 years. This was another serious malpractice applied by
Touchwood to promote its sales of timber plots by misguiding the general public of high
value return in shorter than actual period of maturity.
5.3 Issue 3: Alleged Malpractices of Chairman and His Wife (Deputy Chairman)
As per the details of Touchwood Annual Report 2012, 16.4% stake, i.e. LKR 17.5 million
worth of shares, were allocated to Roscoe Maloney. However, since then a substantial
amount of shares had been reduced from the holding of Chairman. It is known fact that the
Company had been commenced with a minimal public shares at the time of listing at SEC but
by the year 2012 the composition had changed to circa 70% of public shares. As stated by
two Touchwood Directors at the court hearing that their Chairman had migratory business
mindset. His approach was such that he comes to a country and starts a kind of business
model and then appoints a CEO to manage the same so that he can migrate to another country
to commence another business model. This has been proven that Maloney has started selling
Teak and Mahogany trees in Sri Lanka and then moved to Thailand to sell plots of Agarwood
plants. He had then secretly shifted to Cambodia to do another kind of tree sales as per the
rumours. The bottom line was Maloney has somehow taken away substantial amount of
money he scammed through misguiding the investors and shareholders. There was no
evidence either how Touchwood sent money overseas to execute works Agardwood
plantations in Thailand, which were generated from investors in Sri Lanka. Usually it should
be based on approvals of Central Bank of Sri Lanka, but not in Touchwood case. One view
was that as Maloney was an Australian citizen and foreigners are allowed to transfer money
with no such approval required from the Central Bank.
Another malpractice exercised by Maloney and his wife Swarna (lately Deputy Chairman of
Touchwood) after establishing the similar businesses in Thailand, Hong Kong and Cambodia.
As per the evidence given by the Company Directors, the Maloneys’ had been alleged that
indicated only 6 years shortening the tree growth period by 3 years. This way Touchwood
had misguided the investor of showing shorter period of harvesting and getting the high
return based of above stated fair value calculation, but in reality it was not the case. This was
one of the main reasons why Touchwood failed to pay back the investors of Agarwood
plantations in Thailand. It was found in a further review that the same ploy had been applied
in the Mahogany investment plan sold in Sri Lanka where maturity period had been shorten
by 7 years, i.e. the investment plan calculates 18 years of harvesting period whereas the
actual period should be 25 years. This was another serious malpractice applied by
Touchwood to promote its sales of timber plots by misguiding the general public of high
value return in shorter than actual period of maturity.
5.3 Issue 3: Alleged Malpractices of Chairman and His Wife (Deputy Chairman)
As per the details of Touchwood Annual Report 2012, 16.4% stake, i.e. LKR 17.5 million
worth of shares, were allocated to Roscoe Maloney. However, since then a substantial
amount of shares had been reduced from the holding of Chairman. It is known fact that the
Company had been commenced with a minimal public shares at the time of listing at SEC but
by the year 2012 the composition had changed to circa 70% of public shares. As stated by
two Touchwood Directors at the court hearing that their Chairman had migratory business
mindset. His approach was such that he comes to a country and starts a kind of business
model and then appoints a CEO to manage the same so that he can migrate to another country
to commence another business model. This has been proven that Maloney has started selling
Teak and Mahogany trees in Sri Lanka and then moved to Thailand to sell plots of Agarwood
plants. He had then secretly shifted to Cambodia to do another kind of tree sales as per the
rumours. The bottom line was Maloney has somehow taken away substantial amount of
money he scammed through misguiding the investors and shareholders. There was no
evidence either how Touchwood sent money overseas to execute works Agardwood
plantations in Thailand, which were generated from investors in Sri Lanka. Usually it should
be based on approvals of Central Bank of Sri Lanka, but not in Touchwood case. One view
was that as Maloney was an Australian citizen and foreigners are allowed to transfer money
with no such approval required from the Central Bank.
Another malpractice exercised by Maloney and his wife Swarna (lately Deputy Chairman of
Touchwood) after establishing the similar businesses in Thailand, Hong Kong and Cambodia.
As per the evidence given by the Company Directors, the Maloneys’ had been alleged that
12
their assets have been transferred to with overblown values to Touchwood PLC causing
losses to the Company in the range of LKR 140 million. It was alleged that Menlonys’ owe
the Company an amount to the tune of LKR 200-300 million and they tried to sell a 40 acre
land with 7000 tea tress held as buffer stock. The Maloney couple used their power of
Directorship and holding highest percentage of shares in the Company to do all these
malpractices.
6. Conclusion
The main issue in the case of Touchwood collapse was the valuation method of biological
assets. The findings by the regulatory authorities was that blown-up returns or profit margins
had been promised to the investors and the same had been recorded in the Company financial
statements to mislead the investors in timber plots as well as the share market to promote the
business. Secondly, the Company has promised the investors a period of maturity and return
on harvest, which the tress naturally would not be able to deliver. Another issue was that in
the case of investment model in Mahogany for example, suppose that trees mature in 18 years
it would be highly unlikely the value of such tree would be LKR 200,000.00 at the maturity
when compared to the present selling price of Mahogany trees.
Unfortunately, Touchwood scandal came up at a time when the Country is planning to attract
in the form of more and more foreign investments. Therefore unless and otherwise such cases
are dealt appropriate manner and solutions are put in place, it would discourage and
undermine the confidence level of potential investors and consequently impact the growth
level of the Country. The Touchwood issue demonstrates that certain aspects are not correct
in the Sri Lankan capital investment markets. Although it appeared that all regulatory
institutions who oversee the standards and compliances of the private sector businesses
dealings had done their bit, but only within their respective limited domain, which had not
been sufficient enough to avoid the way the wrong thighs happened. Especially there was no
regulation to insist correct approach in forestry investments of the type of Touchwood
business model. Hence Touchwood Chairman was able to implement malpractice misguiding
the investors to propel higher profits even after highlighting the issues by authorities mainly
because of the delays in the courts and non-availability of appropriate regulations for
biological assets. Therefore, it is paramount that such requirements are put in place at no time
given the similar forestry business models and investment firms grew after Touchwood.
their assets have been transferred to with overblown values to Touchwood PLC causing
losses to the Company in the range of LKR 140 million. It was alleged that Menlonys’ owe
the Company an amount to the tune of LKR 200-300 million and they tried to sell a 40 acre
land with 7000 tea tress held as buffer stock. The Maloney couple used their power of
Directorship and holding highest percentage of shares in the Company to do all these
malpractices.
6. Conclusion
The main issue in the case of Touchwood collapse was the valuation method of biological
assets. The findings by the regulatory authorities was that blown-up returns or profit margins
had been promised to the investors and the same had been recorded in the Company financial
statements to mislead the investors in timber plots as well as the share market to promote the
business. Secondly, the Company has promised the investors a period of maturity and return
on harvest, which the tress naturally would not be able to deliver. Another issue was that in
the case of investment model in Mahogany for example, suppose that trees mature in 18 years
it would be highly unlikely the value of such tree would be LKR 200,000.00 at the maturity
when compared to the present selling price of Mahogany trees.
Unfortunately, Touchwood scandal came up at a time when the Country is planning to attract
in the form of more and more foreign investments. Therefore unless and otherwise such cases
are dealt appropriate manner and solutions are put in place, it would discourage and
undermine the confidence level of potential investors and consequently impact the growth
level of the Country. The Touchwood issue demonstrates that certain aspects are not correct
in the Sri Lankan capital investment markets. Although it appeared that all regulatory
institutions who oversee the standards and compliances of the private sector businesses
dealings had done their bit, but only within their respective limited domain, which had not
been sufficient enough to avoid the way the wrong thighs happened. Especially there was no
regulation to insist correct approach in forestry investments of the type of Touchwood
business model. Hence Touchwood Chairman was able to implement malpractice misguiding
the investors to propel higher profits even after highlighting the issues by authorities mainly
because of the delays in the courts and non-availability of appropriate regulations for
biological assets. Therefore, it is paramount that such requirements are put in place at no time
given the similar forestry business models and investment firms grew after Touchwood.
13
Another important point in the Touchwood case that there were enough early whistle blows
to understand that something was wrong somewhere. The very high return of investment
itself would be enough to recognize that something is not true. Even a cursory review of the
Touchwood accounts would indicate the profit inflated by unrealized gains due to the wrong
method of estimation employed by the Company. There were lessons learnt by other
countries such as India where regulatory bodies had cracked down similar forestry investment
scandals.
It is also worth highlighting that public awareness of the capital markets and the risk involved
in it has still been inadequate. This is a major concern that should overcome by the public
through acquiring the knowledge required to play smart in the investment opportunities in the
capital market. On the other hand regulators point out that they are unable to micromanage
businesses. Therefore, investors should also be blamed for their part of plight in case they
acted blindly due to the greediness at the offered high profits which were not there in reality.
7. References
1. Commercial High Court Judgment on Touchwood Due on Wednesday, from
http://www.ft.lk/
2. Enron Scandal Summary, from https://www.investopedia.com/
3. Lakshan A. M. I., Wijekoon W. M. H. N. (2012). Corporate Governance and Corporate
Failure: 2nd Annual International Conference on Accounting and Finance
4. Lecture Notes on Corporate Governance, MBA505: Business Law and Corporate
Governance
5. Segarajasingham S. (2016). Careful Directors for National Building: A Comprehensive
Study Based on Sri Lankan Company Law
6. Touchwood a Case of Deception and Confusion, from
http://www.sundaytimes.lk/business-times/
7. Touchwood Case Review, from http://forum.srilankaequity.com
Another important point in the Touchwood case that there were enough early whistle blows
to understand that something was wrong somewhere. The very high return of investment
itself would be enough to recognize that something is not true. Even a cursory review of the
Touchwood accounts would indicate the profit inflated by unrealized gains due to the wrong
method of estimation employed by the Company. There were lessons learnt by other
countries such as India where regulatory bodies had cracked down similar forestry investment
scandals.
It is also worth highlighting that public awareness of the capital markets and the risk involved
in it has still been inadequate. This is a major concern that should overcome by the public
through acquiring the knowledge required to play smart in the investment opportunities in the
capital market. On the other hand regulators point out that they are unable to micromanage
businesses. Therefore, investors should also be blamed for their part of plight in case they
acted blindly due to the greediness at the offered high profits which were not there in reality.
7. References
1. Commercial High Court Judgment on Touchwood Due on Wednesday, from
http://www.ft.lk/
2. Enron Scandal Summary, from https://www.investopedia.com/
3. Lakshan A. M. I., Wijekoon W. M. H. N. (2012). Corporate Governance and Corporate
Failure: 2nd Annual International Conference on Accounting and Finance
4. Lecture Notes on Corporate Governance, MBA505: Business Law and Corporate
Governance
5. Segarajasingham S. (2016). Careful Directors for National Building: A Comprehensive
Study Based on Sri Lankan Company Law
6. Touchwood a Case of Deception and Confusion, from
http://www.sundaytimes.lk/business-times/
7. Touchwood Case Review, from http://forum.srilankaequity.com
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8. Touchwood Investment PLC. Annual Report 2011/2012.
9. Touchwood Timber Tricks, from http://www.echelon.lk/
10. Weerasooriya W. (2010), A Textbook of Commercial Law (1st ed.). Colombo: The
Postgraduate Institute of Management.
11. Wijekoon N., Azeez A. A. (2015). An Integrated Model of Predicting Corporate Failure
of Listed Companies in Sri Lanka: International Journal of Business and Social Research
Volume 5 Issue 07
8. Touchwood Investment PLC. Annual Report 2011/2012.
9. Touchwood Timber Tricks, from http://www.echelon.lk/
10. Weerasooriya W. (2010), A Textbook of Commercial Law (1st ed.). Colombo: The
Postgraduate Institute of Management.
11. Wijekoon N., Azeez A. A. (2015). An Integrated Model of Predicting Corporate Failure
of Listed Companies in Sri Lanka: International Journal of Business and Social Research
Volume 5 Issue 07
15
ANNEXURE 1: Enron’s Rise and Fall
Source: investopedia.com
ANNEXURE 1: Enron’s Rise and Fall
Source: investopedia.com
16
ANNEXURE 2: Touchwood’s Rise and Fall
Source: http://www.sundaytimes.lk
ANNEXURE 2: Touchwood’s Rise and Fall
Source: http://www.sundaytimes.lk
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ANNEXURE 3: Touchwood Business Model, Assets and Group Companies
Source: http://www.sundaytimes.lk
ANNEXURE 3: Touchwood Business Model, Assets and Group Companies
Source: http://www.sundaytimes.lk
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