Sixyears - TAHPS Group Berhad

Transcription

One
Hundred&
Six
years
ANNUAL REPORT 2013
TAHPS GROUP BERHAD (37-K)
(formerly known as The Ayer Hitam Planting Syndicate Berhad)
As we mark our momentous 106th year of operations, the strength of the Group is at its highest.
TAHPS, as a Group, still upholding its core pillars of property and plantations that have held it through
the years and those years to come.
TAHPS Group Berhad (37-K)
Annual Report 2013
1
WE Believe,
THEREFORE
WE Can.
At TAHPS we want you to experience our well-defined
process for delivering high-value products and services. We
believe that it is not only important for us to be technically
competent but also to excel on the people side as well –
organized, respectful and fair. This insight has shaped the
way we do business. It has been a great year in terms
of business expansion via the acquisition of Yee Seng
Plantations Sdn Bhd. This acquisition provides TAHPS with
greater opportunities to consistently deliver outstanding
results to our shareholders and stakeholders.
As we gear up to meet new challenges in these modern
times, we are eager to set new benchmarks and chart new
milestones in our areas of competency in the property and
plantation industry. Our success is deeply rooted in this
belief which enables us to achieve higher growth and greater
accomplishments.
2
Annual Report 2013
Annual Report 2013
3
CONTENTS
Notice of the 102nd Annual General Meeting
06
Corporate Information
09
Profile Of Directors
10
Group Structure
12
Five-Year Financial Highlights
13
Statement By The Executive Management Committee
14
Statement On Corporate Governance
17
Statement on Risk Management and Internal Control
21
Audit Committee Report
22
Financial Statements
24
Properties Held By The Group
97
Analysis Of Shareholdings
98
Proxy Form
4
Annual Report 2013
Annual Report 2013
5
Notice of the 102nd
Annual General Meeting
NOTICE IS HEREBY GIVEN that the 102nd Annual General Meeting of the Company will be held at
Eugenia Room, Sime Darby Convention Centre, 1A Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Tuesday,
9 July 2013 at 2.30 p.m. to transact the following business:ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 31 March (Resolution 1)
2013 and the Reports of the Directors and Auditors thereon.
2. To approve the payment of a first and final dividend of 12 sen gross per share single (Resolution 2)
tier tax exempt and a special dividend of 8 sen gross per share tax exempt for the
financial year ended 31 March 2013.
3. To approve the payment of Directors’ Fees amounting to RM144,000 in respect of the (Resolution 3)
financial year ended 31 March 2013 [2012: RM180,000].
4. To re-elect the following Directors, who are retiring pursuant to Article 98 of the
Company’s Articles of Association, who being eligible offer themselves for re-election:i)
ii)
Mr Lim Kee Choon
Mr Yap Koon
(Resolution 4)
(Resolution 5)
5. To re-appoint Messrs Khoo Wong & Chan as Auditors and to authorise the Directors to (Resolution 6)
determine their remuneration.
SPECIAL BUSINESS
To consider and if thought fit, to pass the following Ordinary Resolution:6. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
“THAT Datuk Abdul Kudus bin Alias who is over the age of seventy years and retiring (Resolution 7)
in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby
re-appointed as a Director of the Company and to hold office until the next Annual
General Meeting.”
7. To transact any other business which due notice shall have been given in accordance
with the Companies Act, 1965
6
Annual Report 2013
Notice of the 102nd
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS HEREBY GIVEN THAT the first and final dividend of 12 sen gross per share single tier tax
exempt and a special dividend of 8 sen gross per share tax exempt for the financial year ended 31 March
2013, if approved, will be paid on 21 August 2013. The entitlement date for the dividend payment is 23
July 2013.
A Depositor shall qualify for entitlement to the dividend only in respect of:
a. Shares transferred into the depositor’s securities account before 4.00 p.m. on 23 July 2013 in respect
of transfer; and
b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the
Rules of the Bursa Malaysia Securities Berhad.
By Order of the Board
WONG WAI FOONG (MAICSA NO. 7001358)
LIM HOOI MOOI (MAICSA NO. 0799764)
Secretaries
17 June 2013
Kuala Lumpur
Annual Report 2013
7
Notice of the 102nd
Notes:i)
A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a
proxy or attorney or other duly authorised representative to attend and vote in his stead. A proxy
may, but need not be a member of the Company. A member may appoint any person to be his
proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the
Company.
ii)
A member of the Company who is an authorised nominee as defined in the Securities Industry
(Central Depositories) Act, 1991 (“SICDA”) may appoint not more than two (2) proxies in respect
of each securities account it holds in ordinary shares of the Company standing to the credit of the
said securities account.
iii) For a member of the Company who is an exempt authorised nominee which holds ordinary
shares in the Company for multiple beneficial owners in one (1) securities account (“omnibus
account”), there is no limit to the number of proxies which the exempt authorised nominee may
appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an
authorised nominee defined under SICDA which is exempted from compliance with the provisions
of subsection 25A(1) of SICDA.
iv) Where a member or the authorised nominee appoints two (2) proxies, or where an exempt
authorised nominee appoints two (2) or more proxies, the proportion of shareholdings to be
represented by each proxy must be specified in the instrument appointing the proxies.
v)
The instrument appointing a proxy shall be in writing signed by the appointor or his attorney duly
authorised in writing, or if the appointor is a corporation, either under its common seal or signed
by an officer or attorney duly authorised.
vi) The instrument appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power or authority shall be deposited at the
registered office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur, not less than forty-eight (48) hours before the time appointed for holding
the meeting or adjourned meeting.
vii) For the purpose of determining a member who shall be entitled to attend and vote at the meeting,
the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the
Company a Record of Depositors as at 28 June 2013 and only a depositor whose name appears
on the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend
and vote in his stead.
Explanatory Notes on Special Business
1. Re-appointment of Director pursuant to Section 129(6) of the Companies Act, 1965
The proposed Resolution 7 is to seek shareholders’ approval on the re-appointment of Datuk Abdul
Kudus bin Alias, who is over the age of 70 years, as a Director of the Company pursuant to Section
129(6) of the Companies Act, 1965.
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Annual Report 2013
Corporate Information
BOARD OF DIRECTORS
Executive Directors (Non-Independent)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
Non-Executive Directors (Independent)
Datuk Abdul Kudus bin Alias
Tan Sri Datuk Yong Poh Kon
Mr. Yap Koon
Non-Executive Directors (Non-Independent)
Mr. Lim Kai Hee
Madam Chang Wee Yon
(Alternate Director to Ms Lim Wan Yee)
BOARD COMMITTEES
Audit Committee
Mr. Yap Koon (Chairman)
Executive Management Committee (EXCO)
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
Nomination Committee
Mr. Yap Koon
Risk Management Committee
Mr. Lim Ke Hun
Mr. Lim Kee Choon
Mr. Lim Kean Boon
Ms Lim Wan Yee
REGISTERED OFFICE
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel : 603-2264 8888
SHARE REGISTRAR
Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Malaysia
Tel : 603-2264 3883
STOCK EXCHANGE LISTING
Bursa Malaysia Securities Berhad
- Main Market
Stock code: 2035
Website: www.tahps.com.my
AUDITORS
Khoo Wong & Chan
Chartered Accountants
8.06-8.08, 8th Floor
Plaza First Nationwide
161, Jalan Tun H.S. Lee
50000 Kuala Lumpur
Malaysia
Tel : 603-2078 3893
COMPANY SECRETARIES
Lim Hooi Mooi (MAICSA No : 0799764)
Wong Wai Foong (MAICSA No : 7001358)
PRINCIPAL BANKERS
Alliance Bank Malaysia Berhad
CIMB Bank Berhad
United Overseas Bank (Malaysia) Berhad
Annual Report 2013
9
Profile of Directors
MR. LIM KE HUN (*)(A1)
Age 62 Malaysian. Non-Independent Non-Executive Director since 3 May 1994. Redesignated as
Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee.
Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam
Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng
Plantations Sdn Bhd. Graduated from The Chartered Institute of Marketing of London, United Kingdom.
Sits on the board of several private companies.
MR. LIM KEE CHOON (A3)
Age 57. Malaysian. Non-Independent Non-Executive Director since 10 August 1994. Redesignated
as Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee.
Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam
Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng
Plantations Sdn Bhd. Trustee of Alzheimer’s Disease Foundation Malaysia and Yayasan Lim Yee Hoh.
Graduated with degrees in Law and Commerce from University of Melbourne in 1978.
MR. LIM KEAN BOON (*)(A1)
Age 55. Malaysian. BA (Hons), MSc (Econs), DIC. Non-Independent Non-Executive Director since 28
September 2000. Redesignated as Executive Director on 1 May 2003. Member of the EXCO and Risk
Management Committee. Director of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction
Sdn Bhd, Bukit Hitam Development Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts
Sdn Bhd and Yee Seng Plantations Sdn Bhd. He is also a Director of several private companies.
MS LIM WAN YEE (#)(A2)
Age 47. Malaysian. Non-Independent Non-Executive Director since 18 May 1994. Redesignated as
Executive Director on 1 December 2002. Member of the EXCO and Risk Management Committee. Director
of The Ayer Hitam Development Sdn Bhd, Cendana Maju Construction Sdn Bhd, Bukit Hitam Development
Sdn Bhd, BBP Management Services Sdn Bhd, Ayer Hitam Resorts Sdn Bhd and Yee Seng Plantations
Sdn Bhd. Graduated with a Masters degree from the London School of Economics, University of London.
Appointed as Director of Bee Guan Sdn Bhd since November 2003.
DATUK ABDUL KUDUS BIN ALIAS
Age 82. Malaysian. Independent Non-Executive Director of TAHPS Group Berhad since 29 July 1987.
Member of the Audit Committee and Nomination Committee. Director of Pernec Corporation Bhd from
1987 to 2003; and its Chief Executive Officer from 1988 to 1993; Director of Ganad Corporation Bhd
from 1994 to 2011; and Director of Malaysian Credit Finance Bhd from 1994 to 1997. Had served in the
Royal Malaysia Police for 34 years and was the Deputy Inspector General before retiring at the age of
55. Studied Public Administration at the Royal Melbourne Institute of Technology, Australia and attended
several overseas training programmes in United Kingdom and U.S.A. Manager in a stock broking firm and
a Director of China Press Ltd from year 1987 to 1993. Not related to any Director and/or major shareholder
of the Company.
TAN SRI DATUK YONG POH KON
Age 68. Malaysian. Independent Non-Executive Director. Appointed as member of the Board on 24 March
2004 and member of the Audit Committee on 18 February 2011. Member of the Nomination Committee.
Graduated from the University of Adelaide with First Class Honours in Mechanical Engineering in 1968. He
is the Managing Director of Royal Selangor International Sdn. Bhd. Tan Sri Datuk Yong is also the President
of Federation of Malaysian Manufacturers (FMM) and the Co-Chairman of PEMUDAH, the special Task
Force to Facilitate Business set up by the Government. He has served in the past as a Board Member of
Bank Negara Malaysia, Malaysian Communications and Multimedia Commission, EPF and MIDA. Not
related to any Director and/or major shareholder of the Company and does not have any interest in the
securities of the Company or its subsidiaries.
10
Annual Report 2013
Profile of Directors
MR. YAP KOON
Age 61. Malaysian. Independent Non-Executive Director since 16 October 2009 and appointed as
Chairman of the Audit Committee on 26 November 2009. Member of the Nomination Committee. He is
a Certified Public Accountant and is a Member of The Malaysian Institute of Accountants since 1988. He
started his working career in 1975 and since then has worked for two substantial Malaysian conglomerates,
firstly involved in the automobile assembly and distribution industry, and secondly, involved in the
diversified activities of a conglomerate. He was employed as Financial Control Manager in the first job
and as Chief Accountant in the second job where he was later promoted as General Manager – Finance.
In the second job he was re-designated to be General Manager – Operations in the employer’s China
operations. Currently, he works as a freelance Financial Consultant. He is not related to any Director and/
or major shareholder of the Company and does not have any interest in the securities of the Company or
its subsidiaries.
MR. LIM KAI HEE (*)(A1)
Age 64. Malaysian. CIM (UK) IAM (UK). Non-Independent Non-Executive Director. He joined the Group on
3 May 1994. He is a Director of The Ayer Hitam Development Sdn Bhd and Cendana Maju Construction
Sdn Bhd and he is also a member of the Working Group Committee and the Tender Committee for both of
these subsidiaries. He has valuable experience in the areas of property investment, strategic planning and
operational management. He is also a Director of several private companies.
MADAM CHANG WEE YON (A2)
[ALTERNATE DIRECTOR TO MS LIM WAN YEE]
Age 69. Malaysian. Alternate Director to Ms Lim Wan Yee since 25 July 1994.
ADDITIONAL INFORMATION ON THE BOARD OF DIRECTORS
Conflict of interest
All the Directors have no conflict of interest with the Company.
Convictions for offences (within the past 10 years, other than traffic offences)
None of the Directors has any convictions for offences.
Interest in securities of the Company and its subsidiaries
Directors’ interests in the securities of the Company and its subsidiaries are disclosed in the Directors’
Report and on page (97) of the Annual Report.
Note:
*
Brothers - Family relationship
#
Daughter of Madam Chang Wee Yon (Substantial shareholder - indirect interest)
A1 Person associated with Lim Yee Teck (deceased) (Substantial shareholder of the Company)
A2 Person associated with Bee Guan Sdn Bhd (Substantial shareholder of the Company) pursuant
to Section 6A (4) of the Companies Act 1965
A3 Person associated with Lim Enterprises Sdn Bhd (Substantial shareholder of the Company)
pursuant to Section 6A (4) of the Companies Act 1965
Annual Report 2013
11
Group Structure
as at 31 March 2013
Investment Holding
Plantation
Share Capital : RM 74,853,075
Bukit Hitam Development Sdn. Bhd. (203394-W)
100%
Property Development
100%
BBP Management Services Sdn. Bhd. (735463-P)
Property Management Services
Share Capital : RM 2
The Ayer Hitam Development Sdn. Bhd. (83880-A)
100%
100%
Cendana Maju Construction Sdn. Bhd. (507624-A)
Construction
Ayer Hitam Resorts Sdn. Bhd. (752188-K)
100%
Dormant
Share Capital : RM 2
Yee Seng Plantations Sdn. Bhd. (6587-P)
99.9%
12
Plantation
Annual Report 2013
Five Year Financial Highlights
Year ended 31 March
2009
2010
2011
2012
2013
Revenue
RM’000
131,450
87,136
22,717
24,107
51,751
Profit Before Taxation
RM’000
32,242
30,329
17,542
13,716
15,760
Profit After Taxation
RM’000
21,942
23,179
11,079
10,422
14,695
Paid-up Capital
RM’000
74,853
74,853
74,853
74,853
74,853
Shareholders’ Funds
RM’000
402,981
417,692
424,646
427,867
434,785
Earnings Per Share - basic
sen
29.31
30.97
14.80
13.92
19.63
Net Assets Per Share
RM
5.38
5.58
5.67
5.72
5.81
Net Dividends Per Share
sen
11.31
12.00
10.00
10.00
20.00
Share Price at 31 March
RM
2.48
3.42
4.41
4.80
5.04
%
4.56
3.51
2.27
2.08
3.97
Dividend Yield - Net
Revenue (RM’000)
140,000
Profit Before Taxation (RM’000)
35,000
131,450
120,000
32,242
30,329
30,000
100,000
87,136
25,000
80,000
60,000
51,751
40,000
20,000
17,542
15,760
22,717 24,107
15,000
20,000
13,716
10,000
0
2009
2010
2011
2012
2013
2009
Shareholders’ Funds (RM’000)
2011
2012
6.00
427,867
424,646
5.81
5.80
417,692
420,000
2013
Net Assets Per Share (RM)
434,785
440,000
2010
5.67
5.58
5.60
402,981
400,000
5.40
380,000
5.72
5.38
5.20
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
Annual Report 2013
13
Statement by the Executive
Management Committee
On behalf of the Board of Directors, we are pleased to present the Annual Report of TAHPS Group Berhad
and its subsidiaries (Group) for the financial year ended 31 March 2013.
Financial Results
The Group performed satisfactorily during the financial year ended 31 March 2013. The property segment
registered good results from the new project launch in February 2012 whilst the plantation segment
consolidated the eight months post-acquisition results of Yee Seng Plantations.
Group Performance
Revenue (RM’million)
Profit before tax (RM’million)
Earnings per share (sen)
Net Assets per share (RM)
14
2013
2012
Change
51.8
15.8
19.6
5.81
24.1
13.7
13.9
5.72
+115%
+15%
+41%
+2%
•
Revenue increased by RM27.7 million or 115% mainly from the sales of shop offices and the plantation
revenue from the subsidiary acquired.
•
Profit before tax increased by RM2.1 million in line with the higher property sales.
•
The balance sheet has improved with shareholders’ funds increasing from RM427.9 million to RM434.8
million.
Annual Report 2013
Review of Operations
Revenue from the property development segment totalled RM43.1 million, an increase of RM24.2 million
against the previous financial year. Sales were from the launch of BP:Newtown shop offices in February
2012. During the year, additional expenditures were incurred arising from provisions made for development
projects. The construction subsidiary remains inactive.
Plantation
The plantation segment revenue increased to RM8.5 million after consolidating the revenue of RM4.5 million
and profits of RM1.1 million from the subsidiary acquired in August 2012. Segment results include an
amount of RM3.9 million received as compensation for certain land in Gali Estate which was compulsorily
acquired by the government.
Dividends
The Board of Directors recommends the payment of a first and final dividend of 12 sen gross per share
single tier tax exempt (2012 : 10 sen per share tax exempt) and a special dividend of 8 sen gross per share
tax exempt (2012 : nil) for the financial year ended 31 March 2013 amounting to RM14.97 million (2012 :
RM7.49 million).
Annual Report 2013
15
Corporate Social Responsibility
The Group continues its corporate social responsibility initiatives aimed at providing assistance and
contributions to deserving charitable bodies as well as to undertake social community related projects.
Outlook
The Malaysian economy is expected to remain on a steady growth path with an expansion of 5 - 6% in
2013, anchored by the continued resilience of domestic demand and supported by a gradual improvement
in the external sector. In the commodities sector, growth in agriculture is expected to expand by 4% in
2013, supported by higher output of crude palm oil (CPO) and food commodities. (source: BNM Annual
Report 2012).
The Group’s property division will be expected to perform better with the launching of the BP:Newtown
shop offices and apartments.
Following better management of yield, the plantation segment will perform satisfactorily despite weak
CPO prices.
Acknowledgements
On behalf of the Board, we would like to thank our valued customers, business associates, the government
authorities, our shareholders and our staff for their continuing support and contributions.
Executive Management Comittee
29 May 2013
16
Annual Report 2013
Statement on Corporate Governance
The Board is committed to maintain high standards of stewardship throughout the Group to protect
and enhance shareholders’ value. It endeavours to adopt good business practices and to continuously
improve on management systems and practices. The Board is pleased to report that it exercised good
corporate governance in directing and managing the business and affairs of the Group throughout the
financial year, consistent with the principles and recommendations outlined in the Malaysian Code on
Corporate Governance 2012 (“the Code”).
The following describes how the Company has applied the principles and complied with the
recommendations as set out in the Code.
1. The Board
The Board is responsible, amongst others, for charting and communicating strategic direction and
corporate values of the Group, and supervising its affairs to ensure its success within a framework
of acceptable risks and effective control and in compliance with the relevant laws, regulations and
guidelines. It reviews management performance and ensures that the necessary financial and human
resources are available to meet the Group’s objectives.
The Board adopts an active approach in discharging its responsibilities with the day-to-day
responsibilities entrusted to the Management headed by the Executive Management Committee
comprising the Executive Directors appointed by the Board. Other formal Board Committees
established by the Board in accordance with the Code, i.e., the Audit Committee and the Risk
Management Committee, have assisted the Board in the discharge of its duties.
The Board is in the process of finalizing a Board Charter aimed at ensuring that all Directors are aware
of their duties and responsibilities as Board members and the various legislations and regulations
affecting their conduct and that the principles and practices of good corporate governance are applied
in their dealings in respect, and on behalf of, the Company. The Board Charter comprises, among
others, well-defined terms of reference as well as the authority limits for the Board and its Committees,
and the various relevant internal processes. The Board Charter is to be updated from time to time to
reflect changes to the Board’s policies, procedures and processes as well as amended relevant rules
and regulations to ensure they remain consistent with the Board’s objectives, current legislations and
best practice.
a) Board balance
The Board comprises eight Directors, four of whom are Executive Directors and four are NonExecutive Directors. Three of the four Non-Executive Directors are independent. The number
of independent directors complies with the Bursa Malaysia Listing Requirements which requires
at least one third of the Board to be independent directors. The Directors have wide ranging
experience and all have occupied or currently occupy senior positions in the public or private
sectors. The independent Non-Executive Directors provide a strong independent element on the
Board and also participate as members in the Audit Committee.
A brief profile of each Director is presented in the “Profile of Directors” section of this Annual
Report.
The Code recommends that the tenure of an independent Director should not exceed a cumulative
term of nine years. The Company does not have tenure limits for independent Directors and the
Board is of the opinion that the ability of an independent Director to exercise independent and
objective judgment in Board deliberations is not a function of his length of service as an independent
Director. Both Datuk Abdul Kudus bin Alias and Tan Sri Datuk Yong Poh Kon have served on the
Board as independent Directors, each exceeding a cumulative term of nine years. The Board is of
the view that both the independent Directors meet the criteria for independent Directors as defined
in the Listing Requirements and continue to exercise independent and objective judgment.
Annual Report 2013
17
b) Meetings
Five board meetings were held during the financial year and the attendance of the Directors is as
follows:
Name
No. of meetings attended
Executive Directors
1 Lim Ke Hun
2 Lim Kee Choon
3 Lim Kean Boon
4 Lim Wan Yee
5/5
5/5
5/5
5/5
Independent Non-Executive Directors
5 Datuk Abdul Kudus bin Alias
6 Tan Sri Datuk Yong Poh Kon
7 Yap Koon
5/5
5/5
5/5
Non-Independent Non-Executive Director
8 Lim Kai Hee
5/5
c) Supply of Information
Notice of meetings, setting out the agenda and accompanied by the relevant Board papers
are given to the Directors in sufficient time to enable the Directors to peruse, obtain additional
information and seek further clarification on the matters to be deliberated. Any Director who
wishes to seek independent professional advice in the furtherance of his duties may do so at the
Company’s expense. Directors have access to all information and records of the Company and
also the advice and services of the Company Secretary.
d) Appointments and Re-election
The Board is responsible for identifying and recommending suitable nominees for appointment to
the Board and Board Committees. In discharging its duties, the Board has the liberty to obtain
opinions or services from external sources.
The Nomination Committee was dissolved in November 2009 and the functions of the Nomination
Committee were assumed by the Board. The Board has re-established the Nomination Committee
on 29 May 2013.
The Articles of Association of the Company provide that at least one-third of the Directors are
subject to retirement by rotation at each Annual General Meeting and that all Directors shall retire
once in every three years. A retiring Director is eligible for re-election. The Articles of Association
also provide that a Director who is appointed by the Board in the course of the year shall be
subject to election at the next Annual General Meeting to be held following his appointment.
Directors over seventy years of age are required to submit themselves for re-appointment annually
in accordance with Section 129(6) of the Companies Act, 1965.
e) Continuing Education Programme
The Board will evaluate and determine the specific and continuous training needs for the Directors
on a regular basis. Continuous education is important in keeping Directors updated on regulatory
and corporate governance developments, besides enhancing professionalism and knowledge of
Directors in enabling them to discharge their duties more effectively. All Directors have fulfilled the
requirements of the Directors’ training programme. The training courses attended by the Directors
during the financial year were in relation to the Code and other corporate governance matters.
18
Annual Report 2013
2. Directors Remuneration
The Board will review and propose the remuneration of the Executive Directors. To assist the
Board in its function, the Board may obtain the services of external parties in order to provide a fair
determination of the salary. The remuneration that is proposed is based on industry standards and
job responsibilities. The Board is also responsible for conducting reviews on the performance of
the Directors concerned. The Board as a whole determines the remuneration of the Non-Executive
Directors. The quantum proposed is tabled to the shareholders at the Annual General Meeting for their
approval.
The Remuneration Committee was dissolved in November 2009 and the functions of the Remuneration
Committee were assumed by the Board. The Board has yet to re-establish the Remuneration
Committee.
Details of the Directors’ remuneration for the financial year ended 31 March 2013 are as follows:
Aggregate remuneration
Fees
Salaries
Other emoluments
Aggregate remuneration
Executive Directors
RM
274,668
1,332,000
245,540
1,852,208
Non-Executive Directors
RM
171,000
20,200
191,200
Analysis of Remuneration in bands of RM50,000
Range of Remuneration
(RM)
<50,000
50,001 – 100,000
450,001 – 500,000
No. of Directors
Executive Directors
Non-Executive Directors
3
1
4
-
3. Relationship with Shareholders and Investors
The Board acknowledges the importance of shareholders being informed of all material business and
corporate matters affecting the Group. This is achieved through the distribution of Annual Reports and
quarterly announcements of the interim financial statements to Bursa Malaysia. Other announcements
to Bursa Malaysia are made as and when required. The shareholders are encouraged and given the
opportunity during the Annual General Meeting to ask questions regarding the operations of the Group.
This is the main forum for dialogue between the Company and its shareholders where shareholders’
concerns may be conveyed to the Board.
4. Accountability and Audit
a) Financial Reporting
The Board acknowledges its responsibility to present a balanced and meaningful report to the
shareholders regarding the financial position of the Group and Company. In line with this, the
Board makes available the financial results through quarterly announcements of the interim
financial statements to Bursa Malaysia. On an annual basis the shareholders are made aware
of the financial position of the Company through its Annual Report which includes, among other
things, a statement on the performance and future prospects of the Group.
b) Internal Controls
The Group’s system of internal controls is outlined in the Statement on Risk Management and
Internal Control in this Annual Report.
c) Relationship with Auditors
The Audit Committee and the Board have established formal and transparent arrangements
and appropriate relationship with the Group’s auditors, both external and internal. The Audit
Committee met with the External Auditors without the executive board members present during
the financial year.
Annual Report 2013
19
5. Statement on Directors’ Responsibility
The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for
each financial year which give a true and fair view of the state of affairs of the Group and the Company
at the end of the year and the results of the Group and the Company for the year. As required by the
Act and the Listing Requirements of Bursa Malaysia, the financial statements have been prepared in
accordance with the provisions of the Act and applicable approved accounting standards in Malaysia.
The Directors consider that in preparing the financial statements for the year ended 31 March 2013 set
out in this Annual Report, the Group has used appropriate accounting policies that were consistently
applied and supported by reasonable and prudent judgments and estimates. The Directors have the
responsibility for ensuring that the Group and the Company keep accounting records which disclose
with reasonable accuracy the financial position of the Group and the Company and enabled them to
ensure that the financial statements comply with the Act.
6. Additional Compliance Information
The following information is disclosed in compliance with the Listing Requirements of Bursa Malaysia:
a) Utilisation of Proceeds
The Company did not raise funds through any corporate proposals during the financial year.
b) Share Buy-back
The Company did not carry out any share buy-back during the financial year.
c) Options, Warrants or Convertible Securities
The Company did not issue any options, warrants or convertible securities during the financial
year.
d) Depository Receipt Programme
The Company did not participate in any Depository Receipt Programme.
e) Sanctions/Penalties Imposed
There were no sanctions/penalties imposed during the financial year on the Company and its
subsidiaries, Directors or management by the relevant regulatory bodies.
f)
Non-Audit Fees
The amount of non-audit fees incurred for services rendered by the external auditors, and firms
affiliated to them, during the financial year amounted to RM18,750.
g) Variation in Results
There is no material variance between the results for the financial year and the unaudited results
previously announced. The Company did not make or release any profit estimate, forecast or
projection for the financial year.
h) Profit Guarantees
There were no profit guarantees given by the Company during the financial year.
i)
Material Contracts
The Company entered into a Conditional Shares Sale Agreement on 17 January 2012 to acquire
1,500,000 ordinary shares in Yee Seng Plantations Sdn Bhd (YSP) representing 99.99% of
the issued and paid-up capital of YSP. The significant related party transaction relating to the
acquisition of YSP was approved by the shareholders in the EGM on 5 July 2012 and completed
on 3 August 2012.
Apart from the aforementioned, there are no material contracts entered into by the Company and
its subsidiaries which involve Directors’ and major shareholders’ interest subsisting at the end
of the previous financial year or entered into during the financial year. There were no contracts
relating to a loan by the Company and its subsidiaries in respect of material contracts.
j)
20
Revaluation Policy
The Company does not adopt any revaluation policy on landed properties.
Annual Report 2013
Statement on Risk Management
and Internal Control
Board’s Responsibility
The Board recognizes the importance for maintaining a sound system of internal controls that supports
the achievement of the organization’s objectives. The system of internal controls cover not only financial
controls but also operational and compliance controls, as well as risk management.
The Board affirms its overall responsibility for the Group’s system of internal controls and risk management,
and for reviewing the adequacy and integrity of those systems. The systems are designed to manage
rather than eliminate the risk of failure to achieve business objectives and provide only reasonable and
not absolute assurance against material misstatement or loss. Notwithstanding this, ongoing reviews are
continuously carried out to ensure the effectiveness of the systems.
Risk Management
The Board affirms that the Group has in place an on-going process for identifying, evaluating, monitoring
and managing the significant risks affecting the business during the financial year. A Risk Management
Committee, comprising Executive Directors, oversees the risk management framework for the Group.
Periodic risk assessments are conducted for the Company and its subsidiaries. The risk profiles were
discussed with management and provide a basis for systematic management of key risks, controls and
the responsibilities associated with managing these risks. A risk management team for each company
in the Group is entrusted with the responsibility for continuously reviewing and managing the risk profiles
identified. The Risk Management Committee met once during the financial year.
Key Elements of Internal Control System
The key processes that the Board has established in reviewing the adequacy and integrity of the Group’s
systems of internal controls include the following:
•
An organizational structure with clearly defined lines of responsibility and delegation of authority to
provide a documented and auditable trail of accountability.
•
Regular internal audit visits, which involve independent evaluation of the effectiveness of internal
controls and highlighting significant risks impacting the Group to the Audit Committee. The annual
internal audit plan is reviewed and approved by the Audit Committee.
•
Regular Board meetings where important matters are highlighted, discussed and decided upon,
thereby ensuring that the Board maintains full and effective supervision over key issues.
•
The Audit Committee reviews the quarterly results and the year end financial statements of the Group
before presenting to the Board for approval prior to providing the reports to Bursa Malaysia for public
release.
The Board has received written assurance from senior management that the system of internal controls was
operating satisfactorily during the financial year and has not resulted in any material losses, contingencies
or uncertainties that would require disclosure in the Annual Report.
Annual Report 2013
21
COMPOSITION
The Audit Committee during the financial year comprised the following:
Yap Koon
- Independent Non-Executive Director, Chairman
- Independent Non-Executive Director
- Independent Non-Executive Director
TERMS OF REFERENCE
1. Members
The Committee shall be appointed by the Board from amongst the Directors of the Company and shall
fulfill the following:
a) not fewer than three members;
b) all members must be Non-Executive Directors with a majority of them being independent directors;
c) at least one member of the Audit Committee:
i) must be a member of the Malaysian Institute of Accountants; or
ii) if he is not a member of the Malaysian Institute of Accountants, must have at least three years’
working experience and:
(a)(a) he must have passed the examinations specified in Part I of the 1st Schedule of the
Accountants Act 1967.
(b)(b) he must be a member of one of the associations of accountants specified in Part II of
the 1st Schedule of the Accountants Act 1967.
iii) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities
Berhad.
d) no alternate director shall be appointed as an Audit Committee member; and
e) one of the Audit Committee members who is an independent director shall be appointed Audit
Committee Chairman by the members of the Audit Committee.
2. Quorum
The majority of the members who must be independent directors present shall form a quorum. The
minimum quorum for the Audit Committee Meetings is two members present, and in such case, both
of them must be independent directors to constitute a quorum.
3. Authority
The Audit Committee is granted the authority to investigate any activity, within its terms of reference,
and have the resources which are required to perform its duties as well as full and unrestricted access
to any information pertaining to the Company and its subsidiaries. The Audit Committee is empowered
to obtain independent professional advice as necessary to assist the Audit Committee in fulfilling its
responsibility. The Audit Committee shall also have direct communication channels with the external
auditors and person(s) carrying out the internal audit function or activity.
The Audit Committee may regulate its own procedures, in particular:
a) the calling of meetings, including the convening of such meetings with external auditors, the internal
auditors or both, excluding the attendance of other Directors and employees of the Company. The
other Directors and employees can only attend such meetings upon Audit Committee’s invitation.
b) the notice to be given of such meetings
c) the voting and proceedings of such meetings
d) the keeping of minutes; and
e) the custody, production and inspection of such minutes.
4. Functions and duties
The duties and functions of the Committee shall be:
a)
22
To recommend the nomination of a person and persons as external auditors and to review the reappointment and or resignation of the external auditor, the scope and general extent of the external
auditors’ audit examination and ensure co-ordination between internal and external auditors. The
external auditors’ fee is arranged and reviewed by the Committee.
Annual Report 2013
b) To review the quarterly results and annual financial statements before submission to the Board, to
consider on matters such as:
• going concern assumption;
• any changes in accounting policies and practices;
• significant adjustments resulting from the audit and unusual events;
• compliance with accounting standards;
• compliance with stock exchange and legal requirements;
• major judgemental areas.
c)
To review the following and report the same to the Board:
i
Review of the audit plan, the evaluation of the system of internal controls and audit report with
the external auditors;
ii The assistance given by the employees of the Company to the external auditors;
iii The adequacy of the scope, functions, competency and resources of the internal audit
functions and that it has the necessary authority to carry out its work;
iv The internal audit programme, processes, the results of the internal audit programme,
processes or investigation undertaken and whether or not appropriate action is taken on the
recommendations of the internal audit function;
v Any related party transaction and conflict of interest situation that may arise within the
Company or Group including any transaction, procedures or course of conduct that raises
questions of management’s integrity.
5. Meetings of the Audit Committee
The Audit Committee convened four meetings during the financial year. Other members of senior
management, upon invitation by the Audit Committee, were also present at the meetings.
The attendance of each member of the Audit Committee is as follows:
Member
Yap Koon (Chairman)
No. of meetings attended
4/4
4/4
4/4
6. Activities of the Committee
The Audit Committee carried out the activities as outlined in its functions and duties during the year
under review. In addition, the Audit Committee considered the related party transaction and reviewed
the due diligence reports in relation to the acquisition of YSP.
7. Internal Audit Function
The internal audit function is outsourced to a professional internal audit services firm with the objective
of assisting the Audit Committee in the discharge of its duties and responsibilities. Its roles are to
independently review the system of internal controls established by the management, its adequacy
and effectiveness vis-à-vis the objectives set and to make appropriate recommendations. Internal
Audit will present its yearly Internal Audit Plan, which includes the scope and functions of the Internal
Audit for consideration and approval of the Audit Committee. Costs incurred for the internal audit
function during the financial year amounted to RM96,262.
The Audit Committee considers reports from Internal Audit and from management, before reporting
and making recommendations to the Board on a quarterly basis or as appropriate.
8. Share Scheme for Employees
The Company does not have a share scheme for employees and as such, no options were allocated
during the financial year.
Annual Report 2013
23

Sixyears - TAHPS Group Berhad

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