SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.
OTHER STATUTORY INFORMATION
Before the statements of profit or loss and other comprehensive income and statements of financial position of the Group and of the Company were made out, the Directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including the value of current assets as shown in the accounting records of the Group and of the Company had been written down to an amount which the current assets might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
(a) which would render the amount of bad debts written off or the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
At the date of this report, there does not exist:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year and secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.
As disclosed in Note 40 to the financial statements, on 15 June 2022, the High Court of Malaya (the ‘Court’) granted a winding up order filed by the minority shareholders against a subsidiary of the Group, KUBS and liquidators have since been appointed. Following this, the Group lost control over KUBS and KUBS’s financial position has been deconsolidated from the Group on 15 June 2022. The Group subsequently classified KUBS as an associate.
Save as above, in the opinion of the Directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.
In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the financial year in which this report is made.
DIRECTORS
The Directors of the Company in office during the financial year and during the period from the end of the financial year to the date of this report are:
Datuk Seri Johari bin Abdul Ghani (Chairman) Dato’ Ahmad Ibnihajar
Mohammad Farish Nizar bin Othman Datuk Haji Mohd Haniff bin Haji Koslan Datuk Norliza binti Abdul Rahim Megat Joha bin Megat Abdul Rahman Kasinathan a/l Tulasi
Tee Beng Thong
Ahmed Fairuz bin Abdul Aziz
The Directors of the subsidiary companies in office during the financial year and during the period from the end of the financial year to the date of this report are:
Megat Joha bin Megat Abdul Rahman Ahmed Fairuz bin Abdul Aziz
Mohamed Rozaidi bin Md Sharif (Appointed on 15 March 2022) Dr. Chow Kok Cheng
Dr. Badrulhisham bin Mohd Ghazali Shahril Fitri bin Mustapha
Han Junhee
Mohamed Nizham bin Abdullah Hamidi Brian John Ahern
Ken Tang Chow
Vincent Chow (Alternate Director to Ken Tang Chow) Datuk Amar Abdul Hamed bin Sepawi
Polit bin Hamzah (Alternate Director to Datuk Amar Abdul Hamed bin Sepawi) Dato’ Ngeng Eng Cheng
Hussein bin Kadri (Deceased on 9 September 2021)
Alphonsus Dorhat Rahani (Alternate Director to Hussein bin Kadri) (Resigned on 9 September 2021) Asmajuda bin Usman (Appointed on 26 November 2021, resigned on 20 September 2022)
Mohamad Mazri Bin Zainal Abidin (Resigned on 27 October 2021) Azman bin Abdullah (Resigned on 14 March 2022)
DIRECTORS’ INTERESTS
The interest in shares in the Company and in a related corporation of those who were Directors of the Company at the end of the financial year according to the Register of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act, 2016 are as follows:
Number of ordinary shares
As at As at
1.7.2021 Acquired Sold 30.6.2022 Shares in the Company, KUB Malaysia Berhad
Direct Interest
Kasinathan a/l Tulasi 370,000 - - 370,000
Indirect Interest
Datuk Seri Johari bin Abdul Ghani 183,400,000 - - 183,400,000*
* Deemed interest by virtue of his interest in JAG Capital Holdings Sdn Bhd.
By virtue of the Director’s interests in the shares of the Company, the above-mentioned Directors are also deemed interested in the shares of the subsidiaries during the financial year to the extent that the Company has an interest.
None of the other Directors in office at the end of the financial year held shares or had beneficial interest in the shares of the Company or its related corporation during or at the beginning and end of the financial year.
DIRECTORS’ REPORT
DIRECTORS’ BENEFITS
During and at the end of the financial year, no arrangement subsisted to which the Company was a party, whereby Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Since the end of the previous period, none of the Directors of the Company have received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the Directors as shown below) by reason of a contract made by the Company or a related corporation with any Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest.
The details of the directors’ remuneration for the financial year ended 30 June 2022 are set out below:
Group Company RM’000 RM’000 Directors’ remuneration
Fees 500 500
Salaries and other emoluments 2,983 1,096
Defined contribution plans 287 119
Benefits-in-kind 141 112
3,911 1,827
Transactions between the Company with a company/firm in which certain Director of the Company has substantial interest:
Company RM’000
Provision for management services 480
INDEMNITY AND INSURANCE FOR DIRECTORS, OFFICERS AND AUDITORS
The Company maintains a Directors’ and officers’ liability insurance throughout the financial year, which provides appropriate insurance cover for the Directors and officers of the Company and its Group of companies.
During the financial year, the total amount of indemnity coverage and the insurance premium paid for the Group are RM10,000,000 and RM11,458 respectively.
There was no indemnity given to or insurance effected for auditors of the Group and the Company in accordance with Section 289 of the Companies Act, 2016.
DIRECTORS’ REPORT
AUDITORS
The auditors, Deloitte PLT, have indicated their willingness to continue in office.
AUDITORS’ REMUNERATION
The amounts paid or payable as remuneration of the auditors of the Group and of the Company for the financial year ended 30 June 2022 are as follow:
Group Company RM’000 RM’000
Deloitte PLT 338 145
Other auditors 18 -
356 145
Signed on behalf of the Board in accordance with a resolution of the Directors,
DATUK SERI JOHARI BIN ABDUL GHANI
AHMED FAIRUZ BIN ABDUL AZIZ
Kuala Lumpur 26 September 2022