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Showing posts with label ICSA. Show all posts
Showing posts with label ICSA. Show all posts

Thursday, 20 December 2018

Assignment on Discussing and Applying new para 2.19B from Main Market Listing Requirements.

Assignment on Discussing and Applying new para 2.19B from Main Market Listing Requirements. 

1.  Guidelines on the Assignment
i.    This is a research topic which requires candidates to discuss and analyse the recent amendments to the Main Market Listing Requirements which allow companies to issue documents through electronic means. 
ii. This assignment is divided into the following parts:
Part A – How receptive are companies towards the new para 2.19B MMLR? 
The students are required to randomly select TEN (10) companies listed on the Main Market of Bursa Malaysia to determine whether these companies have applied para 2.19B.
The requirements to be complied with are:
a)      Explanation of the results in a table format 
b)      Explanation of the results in words 
c)      Evaluation of the results. (this would include possible reasons why certain companies choose not to apply para 2.19B or vice versa)  
Part B  - Encouraging companies to adopt the new changes in para 2.19B MMLR 
The students are required to select a company which has not applied para 2.19B. This company can be from any of the 10 companies selected in Part A. Assume that you are the company secretary of this company and prepare a memorandum to present to the Board of Directors to encourage the company to apply para 2.19 B. Your answer should include the following: 
a)      FOUR (4) advantages of para 2.19B.   
b)      Comparative study of the para 2.19B with TWO (2) other countries. 
Part B  - Steps necessary to adopt the new changes in para 2.19B MMLR 
Flowing from Part B, assume the board of the company agrees to apply para 2.19B, you are required to:
a)      Advise the company as to the steps necessary.
b)      Prepare the documents to be completed and submitted to Companies Commission of Malaysia.
Suggested Solution:

Part A – How receptive are companies towards the new para 2.19B MMLR?

a)      Explanation of the results in a table format. 

No.
Selected Companies
Application to Para 2.19B
1
IOI Corporation Berhad
No
2
JERASIA Capital Berhad
No
3
KAMDAR Group (M) Berhad
No
4
Kumpulan Powernet Berhad
No
5
LPI Capital Bhd
No
6
Turiya Berhad
No
7
Malayan Banking Berhad
Yes
8
Top Glove Corporation Bhd
Yes
9
Sunway Berhad
Yes
10
KPJ Healthcare Berhad
Yes

b)     Explanation of results in words. (5 marks)

According to the table in part (a), six out of ten public listed companies have not applied Para 2.19B in their communication with the securities holders, which are IOI Corporation Berhad, JERASIA Capital Berhad, KAMDAR Group (M) Berhad, Kumpulan Powernet Berhad, LPI Capital Berhad and Turiya Berhad. The other four companies have adopted and applied in their practice which are Malayan Banking Berhad, Top Glove Corporation Bhd, Sunway Berhad and KPJ Healthcare Berhad.

After checking and analyzing the companies’ websites and Bursa Malaysia, there is no evidence found that the 6 companies are using electronic means to send the documents to their shareholders, either through electronic mail or other forms of electronic means. There is also no announcement made in Bursa Malaysia in changing their constitution to apply Para 2.19B.

For the other four companies, they are applying Para 2.19B as there are evidence found that they have made announcements in Bursa Malaysia in changing their constitution to apply Para 2.19B. The electronic means used by all these four companies are electronic mail and website. For Top Glove Corporation Bhd and Sunway Berhad, other than electronic mail and website, the company also uses any other electronic platform which is maintained by the company or third party that can host information in a secure manner for access by members to communicate with its members.

Apart from that, documents that can be sent by electronic means are stated in each of these four companies’ constitution as well. The documents include notice such as notice of general meetings and board meeting as well as annual reports for all four companies and any other documents required by the Main Market Listing Requirements, Companies Act 2016 and the rules. For Top Glove Corporation Bhd, the documents includes any other communication between the company and the members such as resolutions and supply of information which can be sent through electronic means to the members.

c)      Evaluation of the results. (10 marks)

As mentioned above, there are six out of ten companies that have not applied Para 2.19B. There are a few possible reasons why these companies have yet to apply this practice.

Firstly, the practice is still new to the companies. Bursa Malaysia has just added this practice in the Main Market Listing Requirements on 29 November 2017, which means it is only one year after the addition to the listing requirements. Thus, the companies might not be aware of this new practice, unless they have undergone certain training or seminars. Moreover, there might have other significant matters to solve in the company and thus, the company secretaries do not put much emphasis on the communication of the shareholders. 

Besides, some elderly shareholders might not familiar to the internet and do not have an email address. Therefore, it is not convenient for the companies to send documents to these shareholders by electronic means. Elderly shareholders might prefer to receive a hard copy of the documents where they do not need to worry that they might not receive any document sent by the company. 

Other than that, companies have yet to apply this practice as they are required to change their constitution in order to apply this practice. It is a complicated and costly process to change the constitution. The companies need to first pass the special resolution as required in Section 36(1) of Companies Act 2016. It is not convenient as listed companies are not allowed to pass written resolution. Therefore, in order to alter the constitution, the companies will need to call for a general meeting or wait until next annual general meeting to pass the resolution. Then, the companies are will need to notify the Registrar of the amendment of constitution and lodge a copy of the new constitution within thirty days from the date of special resolution passed. For those companies who did not follow these procedures, they are liable to a fine not exceeding RM10,000, and in the case of a continuing offence, a further fine not exceeding RM500 for each day is imposed.

            Apart from that, from the four companies which have applied Para 2.19B, there are some similarities found among the companies. Firstly, they are the Top 100 Companies for Overall CG & Performance in 2017 ranked by Minority Shareholders Watchdog Group. This has shown that these four companies emphasize a lot on corporate governance compliances and corporate governance performance in its company. Therefore, they will mostly be aware of this new practice and follow it accordingly to enhance their corporate governance performance.

            Also, these companies are all FTSE Bursa Malaysia Top 100 as at June 2018 (MyPF, 2018). Moreover, all these four companies earn a profit as recorded in their annual report. Malayan Bank Berhad earns a 11.5% profit, Top Glove Corporation Bhd earns a 32.3% profit, Sunway Berhad earns 2.7% profits and lastly KPJ Healthcare Berhad earns a 6% profits. This shows that it might be possible that companies that are earning a profit and are listed in FTSE Top 100 might be applying Para 2.19B.

Part B - Encouraging companies to adopt the new changes in para 2.19B MMLR
 
a)      Four advantages of para 2.19B

Enhance effective communication
The Company’s Act 2016 allow for the companies’ communication to be performed electronically to connect and embed a transparent communication channel with its stakeholders to provide a clear and effective financial position which would eventually enhance the company performance. This includes the transmissions of matters related to meetings and resolution together with related documents and financial information’s. The IOI Corporation Berhad board is responsible for setting up the strategy and policies overseeing the risk and corporate governance by monitoring the progress of the corporation closely. Therefore, it is essential for the company to implement electronic means to ease the communication barrier to achieve their objective (Acba, 2014). Moreover, the proper conduct of the communication among the shareholders would ensure long term success whilst being able to achieve the interest of all shareholders. The speed of communication are enhanced as the related parties such as shareholders are notified on the  documents available and notice being published or communicated among shareholders and the companies promptly. The IOI Corporation Berhad can utilize the communication with electronic means as it would ensure the information transmitted to the securities holders are done effectively. The listed issuers that propose to send information and documents via the electronic means must ensure their constitutions approve the use of electronic processes and the shareholders consent is taken as well.

Accessibility of Documents and Annual report
The annual report could be passed to the shareholders upon request verbally or through written format which includes the details and notice of the annual general meetings as well. The disclosure and Transparency rules are implemented as to treat all shareholders and documents fairly. The Schedule 4 of the 2006 act also stated the company that issues any documentation such as the annual reports are allowed to use the electronic means to communicate as the notice and reports are sent to all shareholders at the same time. Shareholders that are not able to attend to the meetings would still receive the updated information regards to the company as the distribution of the annual reports that are costly and time consuming can be reduced as well.  For instance, IOI Corporation are able to obtain the governance framework on audit and risk management and attain integrity in the corporate reporting and grow a meaningful relationship with the shareholders by making available the annual reports to them. Internal process and technology are implemented to safeguard the integrity of the information in electronic means. Besides, the voting polls in the annual general meeting can also be performed as this would help the shareholders as well to monitor the performance in the company. Whereby, the review of the board evaluation and effectiveness, reviewing the remuneration and reviewing the nomination can be done via this means which would also provide the shareholder on voting and favors the decision making as well. The listed issuers’ website and e-mail address also includes the shareholders request, queries and contact numbers (Acba, 2014). The available links are also available for the annual report to be downloaded. This would enhance the shareholders communication with the company in the other hand being able to obtain current information’s whilst also being participated in the updated data.

Increase access to company Websites
IOI Corporation can send and supply information via websites with the approval of shareholders via the electronic communication. IOI can pass a resolution and amend the articles of association in order to utilize the websites to communicate with the shareholders. This would ease the notification process by the shareholders when the company sends information via the websites. Apart from that, the terms of references and company policies of each Board committee are available on request of the Company secretary. Moreover, details on the training of the Board and information of the group are available in the website. The corporate governance sections can also be presented in the company websites for the reference of the shareholders as such details can be monitored effectively. The accessibility of the stakeholders is wider as the websites can be visited anytime and anywhere to obtain various information on the services and products as well. The current event that occurs in the company can also be kept in tracked by the shareholders with the feedbacks and providing recommendation or any suggestions for added improvement as well. IOI Corporation would be more aware of the company performance as clients and investors would have high level of confidence in the company for future investments as the documents are issued through the websites are noticeable and reliable. The notices of meeting, presentations and various other documents can be viewed in the websites too.

High security and reduce distribution cost
            IOI Corporation Berhad deals with its financial institutions and exchanges department repeatedly thereby, the security papers and investment trust documents which comprises of details on surplus fund in current account, money markets and time deposits are crucial documents which is in need of high security in transmitting them to the related parties. Hence, implementing electronic means would also secure the available document and ease the transmission being taken to send to the person in charge. Therefore, the paragraph 2.19b should be implemented as e- deliveries are much safer than paper delivery. The verification process involve in electronic communication supersedes that of standard mail and emphasis better tracking and quicker correction of problems. This would also enhance the monitoring system for verifying shareholders and participants as they will securely receive information as the financial information are not being mailed indiscriminately. Moreover, electronic communications can also reduce the distribution and printing costs and eventually the finance cost of the companies and in the long run enhance the speed of communications and also being environmental friendly as this is also a way forward for both company and shareholders (Bureau, 2014). The shareholder of the company would also encourage electronic means since the cost of quality issues regards to the distribution and packaging can be mitigated as this are additional expenses that would benefit the company by reducing it. Apart from that, IOI Corporation for instance can also reduce the operational cost and time consumed by implementing the electronic communication as shareholders can receive information and documents in a faster pace and costs are saved immensely as it is more cost efficient.

b)      Comparative study of the para 2.19B with two other countries.

            The country that implements electronic means widely by law would be Australia and United Kingdom whereby the governments are involved in the telecommunication developments and have a key role in regulations regards to the electronic communications. They have also been contributing by practicing laws that permits the members and shareholders of the companies to best support the electronic communications.
 In Australia, the Electronic Transactions Act 1999 facilitates the use of electronic communications for the transactions and business in their dealings with the government and companies. Section 11 in the Act refers to the production, intention and the copyrights of the documents in electronic forms (EFile Cabinet, 2015). Apart from that, Part 3 of the Act describes the means of the document being communicated or serviced as the documents sent to the electronic address must be in a standard format.  The para 2.19B is widely emphasizes to implement in the companies stated in the law as the secretary of the corporation are recommended to put into operations the electronic transmission as a vital requirement in the company practices.

The Electronic Transactions Act of 1999 were created and implemented to provide a secured environment for the electronic communication and transactions to take place. This act also includes, validating the legality of electronic transactions, ensuring fair treatment and acceptance of various forms of electronic methods to communicate. Over 70 percent of Australians now have access to electronic means as the communication routine as there is a significant for the shareholders to receive opportunity to elect from electronic communications.  

The two basic principles that are being considered by the ETA are functional equivalence whereby, this act makes certain electronic transaction and paper documents are treated equally by the law. Followed by that, technology neutrality are also a vital principle as this act is to not discriminate between different forms of technology to ensure both company software are treated equally for efficient communications.

The Section 8 generally states that a transaction cannot be considered invalid simply in part or more electronic communication means. In the other hand, Section 11 emphasize the documents can be submitted electronically even if other law and regulations still requires paper documents (EFile Cabinet, 2015). It is also recommended by the principles stated above to suggest that the corporate governance sectors are also available in their websites as any announcement made does commence with the law. The company in Australia also emphasis on electronic voting’s as accurate and fair result could be obtained to justify the voting’s in the companies. They have also been expanding their communication policies and practices as the adoption of this practice are claimed to improve the relationship between the shareholders and their companies. This would in the long run enhance the corporate sector with immense trust and understanding of the performance and roles.

Next country would be the United Kingdom whereby in the year 2006, the Companies Act 2006 was in the process of implementation as some of the provisions gradually came into force on 20th January 2007. This sections deals with the communication sector with the shareholders and others as well including the electronic communications and communication via website. Apart from that, the legislation was introduced in the United Kingdom to ensure the provisions regarding notification of interest in share and rights to investigates are also defined through the companies to communication. The company shares that are trade on a regulated market or the United Kingdom Market are deemed to comply with the communication requirement in the Chapter 6 of the Financial Service Act Disclosure Rules and Transparency Rules.

The steps requires involved first, reviewing and if needed revising the articles of association and seeking the approval of shareholders for the electronic and website communication. Apart from that, the Schedule 5 of the 2006 Act allows the companies to communicate with the shareholders via electronic form and websites with the consent given by shareholders (Lexology, 2007). In addition, the 2006 Act had also introduced a new provision whereby the companies are given an electronic address in the notice meeting by emphasizing the communication of shareholders via electronic means. However, request letters are given to the shareholders requesting for agreement to receive document or information in an electronic form and providing an electronic address for this purpose. The agreement must be completed within 28 days in order to further continue the communication electronically as the request letter can be during the submission of the notice of annual general meeting. The companies are entitled to amend the articles in order to be able to send and receive information from shareholders by the website.

 The websites were recommended by the legislations as to use the websites and other electronic means such as mails and issue documents for the reference of the shareholders. In the UK, the shareholders are given option to implement electronic communication such as using the web portal for the shareholders to receive swiftly and enhance the coordination in the company. The companies in the United Kingdom have larger shareholders list and are suggested to supply information to shareholders via websites with the submission of resolutions.

Part B - Steps necessary to adopt the new changes in para 2.19B MMLR (15 marks)

a)      Advise the company as to the steps necessary (10 marks)
            The basic companies’ act of Malaysia is the shaped on the basis of Australian Uniform Companies Act 1961 and United Kingdom Companies Act 1948. After several years of adjustments in the company legislation it was finally attuned in CA 1965. However, CA 1965 is replaced by the new companies’ act 2016 which is passed by parliament on 28th of April 2016. This act contains a lot of changes in order to make the corporate vehicle more striking for business. According to the above scenario it is seen that the company is a public company. It has been said that the companies other than private company in section 2 of CA 2016 or follow the procedures of section 190 and are listed in the stock exchange and also oversee by the stock exchange rules are the public company.

            Under CA 1965, it was mandatory for all the company to have a memorandum and article of association which at present known as constitution but at present in CA 2016 this requirement is written off from the act. In s31 and 38 of CA 2016 state that only company limited by guarantee shall have a constitution and other may have or not which is optional. The company only can change the constitution is by issuing of special resolution.
           
            There is no such precise measures and meeting requirements under CA 2016 by which changes may be effected. Changing in the constitution has no major influence on the existence of the company. For changing the constitution a decision need to be provided by the board of directors (is the individual who elected by voting to carry out general business activities and control of a company) in the annual general meeting (In Section 340 of CA 2016 mentioned that only public company is required to hold an AGM). It is prohibited for any public company to run his business without following CA 2016. It is mentioned in CA 2016 section 35 (2) that the company shall be constrained from carrying on any business or activity that is not within those 35(1 a).

            In section 36 of CA 2016 is mentioned that company are allowed to alter its own constitution. Similarly, in order to adopt 2.19B MMLR the company need to change its constitution first. The section 36 indicates the procedure of amending constitution.
   Ã˜  By providing special resolution it is possible for the company to change the constitution unless the company itself forbids the alteration.
  Ø  A written 21 days’ notice need to give to the shareholders upholding the purpose of special resolution.
  Ø  All the members and the debenture holder also get a notice in the meeting.

            Basically the decision of implementing 2.19B MMLR is taken by the Board of Directors in the board meeting in which they find the scope and discuss about the documents. As this is a public limited company therefore, the constitution need to be passed by vote. According to s.306 (4) CA 2016 after triumphing 75% of vote from shareholders on the special resolution the directors will be able to change the constitutions. Each member should vote for the benefit of the company as a whole. So, it is members who decide what is best for the company and in this circumstances court will not obstructs unless the decision is not practical that man could have made. As in the above is already discussed about the importance of the 2.19B for the companies. Therefore, in order to implement this section the following procedures need to be done:
1.      The special resolution must specify the intention to change the constitution. This special notice should be in written according to S. 321(1) of CA 2016 and given to ‘every member, director and auditor of the company. About the selection of venue it is prescribes in s327 CA 2016 that the meeting can be anywhere as long as the main venue in Malaysia and the presence of chairperson is mandatory. A member can appoint anyone to be their proxy as CA 2016 remove the restriction of the qualification of proxy.  
2.      After the approval of special resolution, an e-form (“Notification of Alteration” in Schedule B of MyCoID) need to be marched with the Registrar containing the special resolution.
3.      In accordance with section 37 of CA 2016 an office copy of an order, e-form (Court Order) and copy of the constitution as altered or amended is lodged with the Registrar for registration within 30 days after the application has been resolute by the court.

            Following this requirements the alteration of constitution that is implementing 2.19B MMLR can take effect. If company or any officer break the rules of s36(3) or compel an offence will be penalized not exceeding RM 10,000 and a further fine not exceeding RM 500 each day will be applied if the offence continues after conviction. Members or debenture holders are allowed to object to the court on the alteration of amendment. Therefore, prior to registration it is a good practice to have meeting with the stakeholders and take singed by every subscriber to the constitution which will basically work as both witness and the subscribers will know that they are bound to abide by the constitution of the company.

            The court has the power to cancel the alteration, confirm the alteration in part or confirm the alteration. It is mandatory to abide by the terms and condition which is enforced by the court after the confirmation. The order of court and resolution must be lodged with the Registrar within 14 days after the decision of the court. After the confirmation, the alteration will come into effect when it will lodged.
 b)     Prepare the documents to be completed and submitted to Companies Commission of Malaysia (5 marks)
 According to section 235 (1) it is said that a company must have at least one chartered secretary who need to
     a.       A natural person
     b.      18 years and above, and
     c.       Citizen or permanent resident of Malaysia.
Therefore, following the above rules the form is filled by the person who meet all the above requirements. The following are the documents that CS need to fill up in order to change the constitution.
1.      Sample of Special Resolution Notice.

 2. NOTIFICATION OF ALTERATION OR AMENDMENT TO CONSTITUTION (Can be found in BUSA Malaysia Website also given link to the files can be downloaded)
3. NOTIFICATION OF ALTERATION OR AMENDMENT TO CONSTITUTION BY COURT ORDER (Can be found in BUSA Malaysia Website also given link of the files can be downloaded)


References:

ACBA. (2014, March 20).  Electronic communication with shareholders- Not as easy as clients think. Retrieved November 24, 2018 from https://www.acbanet.org/2014/03/20/electronic-communications-with-shareholders-not-as-easy-as-clients-think/
Choy, G. (2018, May 21). Incorporating a Company under the Malaysian Companies Act 2016. Retrieved from http://learn.asialawnetwork.com/2017/05/17/incorporating-a-company-under-ca2016/
Company's Constitution. (n.d.). Retrieved from https://www.yycadvisors.com/company-constitution.html
EFile Cabinet. (2015, November 5). Australia’s Electronic Transactions Act of 1999. Retrieved November 20, 2018 from https://www.efilecabinet.com/australias-electronic-transactions-act-of-1999/
KPJ Healthcare Berhad. (2017). Annual report. Kuala Lumpur.
Lexology. (2007, February 22). Companies Act 2006: Electronic communication and public company shareholdings. Retrieved November 20, 2018 from https://www.lexology.com/library/detail.aspx?g=2715ba6c-02c9-4f8a-bc2c-3b5855a86cd3
Logistics Bureau. (2014, August 6). Logistics and Distribution Cost Reduction Techniques. Retrieved November 21, 2018 from https://www.logisticsbureau.com/logistics-and-distribution-cost-reduction-techniques/
Malayan Bank Berhad. (2017). Annual report. Kuala Lumpur.
MyPF. (2018). Bursa Malaysia Top 100. Retrieved from https://mypf.my/investing/equities/bursa100/
NOTICE OF 41ST ANNUAL GENERAL MEETING. (n.d.). BURSA MALAYSIA BERHAD. Retrieved from http://bursa.listedcompany.com/newsroom/Notice_of_41st_AGM_of_Bursa_Malaysia_Berhad.pdf
Seong, C. F. (2018). Guide to Company Secretarial Practice in Malaysia (4th ed.). Kuala Lampur, Malaysia: Commerce Clearing House.
Shih, L. (2018, May 14). Companies Act 2016: Effective 31 January 2017 -. Retrieved from https://themalaysianlawyer.com/2017/01/16/companies-act-2016-effective-date/
Sunway Berhad. (2018). Annual report. Subang Jaya, Selangor.
Top Glove. (2018). Annual report. Shah Alam, Selangor.

To download the word file click on the following link:
https://drive.google.com/open?id=1_xwvDvEE3sPBJsFBLOXiWlWEiF7ZRn3H








Assignment on writing Report on Midfields Garments (M) Sdn Bhd


Midfields Garments (M) Sdn Bhd is a medium sized factory located in a light industrial area in Batu Pahat, Johore. The Company has been established since the early 1970s and its business is in the garment making specializing in school uniforms. While the office staffs are Malaysians, the workers in the shop floor are mainly foreign workers who are not organized (unionized). Due to the nature of the business, most of the factory workers are ladies. The factory lines are divided into the cutting department, pattern and design and the sewing compartments; front and back pieces; sleeves; collar and yoke; cuffs and buttons panels.

The Quality Assurance Department has recently raised the issue of sub-quality garments materials used in the shirts made during the period from January to March this year, following complaints from the overseas importers of Mid-fields UK uniforms.

Senior Management is very concerned about the quality of materials used as it is the company’s policy of using the best materials. One possible cause could be stock pilferage through substitution of good materials with inferior quality materials through the supply chain. There were also there staffing and security management problems at the shop floor. The Senior Management has approached you as the Administrator to investigate and report on the matter.

Please select any ONE (1) of the following issues and write a report advising the Senior Management on the selected issue:

(a) Stock control management at the factory
(b) Workers misconduct and indiscipline
(c) Workers absenteeism and insubordination
(d) Violence in the workplace and theft and dishonesty
(e) Selling on work-time, sexual harassment, personal use of business equipment and negligence.

In your report to the Senior Management, apart from highlighting the occurrence and reasons/cause(s) of such incidents, advice on organizational and individual security and the relevant employment law provisions regulating disciplines and procedures at the workplace should be included.

The report should include recommendations for the appropriate security management and human resource tools for the administration of employees in the relevant issues which you have selected for discussion


Suggested Solution: Only Focused on Stock Control Management at the Factory.


Midfields Garments (M) Sdn Bhd.
04/11/2018
To The Senior Management
From: Corporate Administrator
Re: Stock control management issue at the factory
Executive Summary:
The investigation was about the quality of the materials used in the supply chain of Midfield Garments (M) Sdn Bhd. The primary information that served as a basis for this inquiry was provided by the senior management, who was pretentious of stock pilferage as a one of the reason of being subordinate quality product. There could be few other issues in the supply chain which results inferior quality product.
The investigation was focus on the documents started from January to March 2018. As the main complain came from the importer of Mid-fields UK uniforms on a specific garments item that is Shirt, so, it is required to check more precisely in this sectors. As per the concern further investigation was done to other sectors of supply chain to find further problems. This report aim is to find other problems despite of stock pilferage and reasons of happening such incidents and also provide suggestions to control stock pilferage and build strong supply chain management in order to stable the quality of the product.
For this interrogation a special silent audit team was created from each department of supply chain to discover and provide solution to the problem. The study was done on the basis of the report provided by the special silent audit team. For the opinion and the conclusion was provided with the help of past cases experience and law provided by MAICSA.
Following are the probable problems identified and will also be provide the solution for that;
1.      The Midfields Garments (M) Sdn Bhd. was established 48 years ago in 1970. It is consider that due to the popularity and fame, the company was not that concern about the uses of new technology. Basically a company thinks to change its policy when needed as they do not want to increase the cost.
2.      Stock pilferage which is basically replacing of quality product from the stock by the employees. There are many reasons for stock pilferage one of the reasons could be the lack of training and education of the employees. Moreover, the security of the shop is aloes not up to mark and also due to the weakness in the supply chain management.
3.      As it is a matter of stock pilferage so in order to confirm it more accurately it is required to check the whole supply system.
4.      Uncultured diversification in the work place is one of the reasons of stock pilferage. As the employees who are in charge of stock control are the people of same group. So a unity factors works in this place.
Solution to the manager:
Inventory is the life blood of any organization where it is small or big. Inventory is a crucial asset of an organization because the turnover of inventory basically denotes the revenue generation and ensuing earnings for the company’s shareholders. That means, without the tide of inventory the business perishes. Inventory management is one of the phases of supply chain management (SCM). The supply chain is the heart of any company’s operation. The main goal of SCM is to have better control over the inventory via Networked Inventory Management. This is done by keeping tighter control of internal inventories, internal production, distribution and sales. SCM is so important because of its impact on costs.
The basic supply chain of garments sector consists of:
Ø  Raw material supplier
Ø  Manufacturer
Ø  Wholesaler/distributor
Ø  Retailer
Ø  Customer
For the above case we only focus on the Raw material supplier and the Manufacturer process. Because inventories are classified as raw materials, work in progress and finished goods. Below is the figure that shows a clear view of the inventory system:
Therefore for the above diagram we can identify that the stock pilferage was done in between suppliers (Person delivering Raw materials) to work in progress (Partial assembled goods). Strong control is needed in the material management sectors of the SCM in order to find the culprit. Different approach need to be taken from the senior manager in order to solve current problem. Following are the few suggestions given to the senior manager in order to control current issue.
1.      Implement the Information Technology and Security Cameras.
2.      Train and hire employees
3.      Implementing business models.
Implementing Information Technology (IT) and Security Cameras.
“Reliance on information is key to its performance and existence”- (Carter& Price). So, to find error free information the uses of technology is wordless. Technology plays an important role in the current business world. For the convenience of material manager and the senior manager inventory tracking system need to be implemented which will automatically provide whole data of inventories that is they can monitor the movement of the inventory. Most of the recent companies use automated inventory tracking in workflow. By which they were able to increase operational proficiency, develop tracking precision and overcome different human error which was caused due to the manually tracking inventory.
There are several inventories tracking software which can be implemented in order to have proper control in inventory. As the case did not mentioned any use of technology by the company so, to it was considered that company uses cardex or card system (manually written on item’s cards) to keep record of the inventories. This method is relatively unproductive and time consuming in a sense that continuous monitoring is required to keep the inventory up to date and sometimes the system is called an old school method. Due to the manual system of recording it was more flexible for the employees to do the stock pilferage.  Following are the suggestions of technological instrument addressing to management:
  1. Enterprise Recourse planning system (ERP): The most crucial system of the company is the ERP. By developing a good ERP system a management can sort out every problem in the company. ERP is the unified organization of fundamental business processes, often in real-time and arbitrated by software and technology. Below is the modules of ERP:

2.      Use cloud-based inventory management software: when any items are moved from the inventory auto update in the inventory management system. A notification goes to the authorized person who is in charge of the product. As a result it is very suitable for the management to implement this kind of system to control the problem.  
3.      Barcode Reader: This technology consists of barcodes which basically provide automatic identification of inventory. This is one of the common used inventories tracking purpose and is known as Universal Product Code (UPC). The barcode scanner is used to scan the barcode and keep in track of inventories the management can implement this process where a stock pilferage can be controlled. Every time any employee wants to get a roll of cloths they need to scan the barcode by which the system will record the items picking by whom and details of the items. This basically helps in avoid human interface mistake and save both time and money.
4.      Radio-frequency identification (RFID): This is another effective technology where a tag (contains of electromagnetic field in which information of goods stored) attach to the items which basically provides the details of the information of the goods. This technology comes in two forms active RFID and passive RFID. Active RFID used in such environment where security issue matters on the other hand passive RFID used in the environment where security issue does not exist. So about the case the management needs to choose active RFID to control the stock pilferage. RFID reader provides users the full details of the goods and enables real-time inventory reflectiveness and precision. This tag sometimes called the anti-theft tags because it can fight against theft and misplaced inventories in the warehouse. This system is used to optimize workflow in the inventory management.
5.      QR Code: This is the new trend in controlling the inventory. Basically this system is useful for the field service operation. When a product is dispatched from one place to another the employee only need to scan it through smart phone scanner by which the inventory system will be updated.
6.      Install of Surveillance Equipment: Installing cameras basically change the environment of the workplace. Most of the time it is seen that the work efficiency incases after installing surveillance camera. It is makes the life easier for the management to make any decision about employees or any other official security perspective. There are two ways of installing surveillance cameras which are:
a.       Fake surveillance cameras: this is very inexpensive way to use camera to prevent the stock pilferage. Only top management will know that the camera is not functioning. This basically works as the video surveillance camera system. The casing will be there but won’t function. These types of camera are installed due to the cost factor. Several cameras can be installed in the factory for making aware to employees.
b.      Video surveillance system: These types of camera are realistic camera where everything is recorded. The monitor is installed either in security room or in the manager room. In which the managers can look at any issues happened in the organization including stock pilferage. The advance type of surveillance camera are called premium video surveillance in which the employees also can see themselves in the camera as the monitor are installed beside cameras so that it makes so difficult for the employees to do any unethical issue.
7.      Access control system: Management should build restriction of access for the employees so that factory level works have not the access to the top level office. Practicing such the control over job increases and employees are serious in their job. Any losses from the warehouse or any other place are liable to the specific person in charge.
Before applying the above system the management should be aware of the following costs:
Ø  Hardware and Software cost
Ø  Maintenance and Operating cost
Ø  Installation and Training cost
Train and hire employees
Before hiring employees the management should be careful with the labor laws of National labor advisory council (NLAC). Making contact with the employee should be in accordance with the Contract Law 1950 provided by the country and in accordance with the constitution of the company. NLAC act as the supervisor of the full employment policy and allows the labor productivity and promote good work ethics. Act 353 applies for hiring non-citizens so, to hire foreign workers the management need to abide by the laws provided.
Before providing the training to the employees the management should aware the new changes in the contract of service (employment contract) and in constitution of company. In order to change the constitution of the business, the management first needs to issue a special resolution under in section 31 of companies’ act 2016 where they need to mention about the consequences of misconduct done by employees. After the resolution is passed from both stakeholders and from court the management can implement in the contact of the employee.
Educating employees is the best way to prevent employee’s theft. The main purpose of providing training is familiar with the new changes and aware the new implementation of technologies. Basically employees are allowed to work within their boundaries of creative, physical and intellectual. Therefore, in accordance to the strengths and weaknesses it the duty of the management to divide and delegate employees.
1.      The company should assign a Martial manager who will be in charge of purchasing, planning and scheduling, transportation and warehousing functions. This will basically optimize the performance of the materials system and will the full control over the following departments:
a.       Production control
b.      Inventory control
c.       Purchasing
d.      Transportation
e.       Warehousing.
Which will basically reduce the stress of the senior manager as the work load is divided under single person. Therefore, it will be the duty of the materials manager to keep track of the inventory and provide report on day to day basis of inventory and other related departments. Despite of having inventory management software the manager should also need to do the periodically need to audit the inventory manually. This regular reconciliation in vital because sometimes there could be some technical difficulties so, in that perspective manual counting will act as the backup of for the data. There are several methods that manager can pursue to do regular counting of inventories:
v  Physical inventory count: Basically this type of continuing is done once a year for the accounting and filling income tax. Therefore, if the physical counting was done on monthly basis the work load could be less at the end of the year. So manager can these steps to make sure all the inventories are safe.
v  Spot checking: checking certain goods or inventories from the whole in order to make sure that the goods are up to the mark.
v  Cycle counting: This type of counting is done in a cyclic motion that is one product is checked on a rotating schedule. This process could be faster than the other two in terms of counting physically. However, the expensive product is needed to be count frequently.
2.      The management also needs to hire an experienced Quality Control Manager. He will be in charge of overall supply chain cycle. In the case it was mentioned that the Midfields Garments company gets complain from the overseas importers. So to avoid this the quality control manager do some pre final inspection that is after 25%, 50% and 75%  of garments produced and packed to make sure the quality of the shirt is up to the mark beforehand over to the customer . Moreover, he also can have a mini quality control check every day.
3.      Hiring a stock controller will help a huge margin for the management to control the current issues. His prime job will be to keep update to the inventories and issue the raw materials need to the employees and keep record of them. He also need to process the purchase order, received delivers and match the order with the reports.
4.      The management should also need to hire During Production Check (DUPRO) Inspector who will inspect and audit and make the report of the work in progress and the materials used in the product. By hiring this kind of inspector the employees will be more concern of their job and perform the duties in proper manner.
5.      Due to the nature of the business most of the employees are women the management should hire as uniformed professional lady security guard. So, it will be easy for checking the employees before entering and exiting from the workplace. Moreover, the management should also need a uniformed men security guard for the male employees. The management also can hire plainclothes guards (look like regular customer are very suitable for catching thief) for a shorter period of time to control the current situation.
6.      For training and operating of new technology the management needs to hire Information Technology (IT) specialist who can provide both training and operate the system. The other option could be outsourcing staffs which basically will be much cheaper than hiring an individual.
7.      The board should hire a professional store accountant in order to keep track on inventory turnover which will basically give an idea of stock density. Keeping large amount of stock in the warehouse allows the employees to do stock pilferage.
8.      The management also need to hire an external auditor on time to time basis and prior job will be to check the internal controls of the supply chain management and provide a report to the BOD. Therefore, taking such inactive is employee will be careful while doing unethical activities.
9.      Organize the office environment is one of the crucial part of any organization. As in the case mentioned that all the office staffs are Malaysian and the shop floor are all foreign workers. So this is one of the reasons why unethical activities take place. According to the Employment Act 1968 (Act 353) there is certain restriction of hiring foreign workers. Therefore, the management should hire different people of different nationalities and keep the working environment balanced.
Implementing Business Model:
The business model will also help the management to control the stock pilferage. Following are some related examples of business models for case perspective:
1.      Just in time: This method allows a company to purchase stock when it’s needed. The benefits for implementing this model are that to cut down cost and protect goods from damaging or being theft. As before mentioned that due to higher quantity of stock in the warehouse attracts the employees to do the stock pilferage. Therefore, the company can implement JIT method to control of current issue.
2.      Vendor managed inventory (VMI): when the goods or inventory ends the vendor fills it back which means the vendor has control over the inventory of the customer.
3.      Customer Managed Inventory (CMI): It basically works same as JIT but the only difference is customer order from the supplier the raw materials and provide the company for assembling.
So, from the above discussion these are the three best options that management can think about for controlling stock related problems.
Measures Taken for Controlling Stock pilferage
The employer and employees affiliation is monitored by the Employment Act 1955 and some part of Industrial relations Act 1967 in Malaysia. According to law there are some reasons behind the termination of employment contract; one of them is if employee is found remorseful of misconduct (Improper behavior or doing wrong thing internationally). There are mainly 3 kinds of misconduct in accordance with award no 95/197 that is misconduct relating to duty, discipline and morality. The above case related to the misconduct relating to duty because stock pilferage falls under this sector. Moreover, the weight of misconduct is categorized into major misconduct and minor misconduct. Place and situation plays are the big factor to justify the major misconduct and minor misconduct. As the case related to the garments industry and the stock pilferage was done in a little manure so it is up to the manager to decide what kind of misconduct the stock pilferage is.
The employment act 1955 made easier for the management to take decision for such misconduct. However, it is not allowed for manager to accuse an employee without having any evidence. It will be expensive for the manager if the employee sues for doing such pestering. Moreover, the management should also keep in mind that it is not possible to fire any employee directly as the employee are also protected under law under security of tenure. After collecting the necessary evidence the management should notify the about the incidence. If employee agrees then the management can take necessary actions according to the law. But the problem occurs when the employees did not agree the misconduct done by him. In those circumstances the management should take the following steps which are shown in the following flowchart:

So, after receiving complain from the department head the management should set up inquire by inter alia interviewing. If the employee did not found guilty then the case will be closed otherwise the show case letter need to prepare against the employee for the termination. While pursuing this process the management can suspend the employee for two weeks paying half wages under section 14(2) of EA. However, Managers are suggested to suspend the employee in full pay. Later the case move for the domestic inquiry if it goes for the company then the employee will be bought under disciplinary authority. In every measure the manager should documented the status.
Conclusion:
There is no doubt that inventory is the ornaments for any type of organization. So, management should control it before it is stolen by someone. Implementing technologies, training and hiring new employees and use of different business models can help the Midfields garments to control their inventories.
So, to conclude while implementing technologies the management should keep in concern about the latest computer technologies as they do not became obsolete too quickly. There is proverb that “you can lead a horse to water but you can’t make him drink” that means you can hire, train and keep on tide people for the controlling unethical activities but if the employee did not try to rectify himself then you cannot do nothing except terminating from the job. The management also can implement the communities to practice (COP)’s where each members can share a concern, knowledge of different topics and solve it together which basically helps the employees to be discipline in work as indiscipline lead to negative and adverse effects which leads poor productivity. The management also can rotate the employee so that unity factor reduces.
I therefore, request for the approval from the management to implement the above initiative.
Regards,
Muhammad Mahdi Billah
ID: 1807233




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