A. AUDIT AND NON-AUDIT FEES
The audit and non-audit fees paid or payable to the external auditors for the financial year ended 31 March 2020 is as follows:-
Details of fees
Group (RM)
Company (RM)
- Statutory Audit Fees 93,000 28,000
- Non-Audit Fee for review of Statement of Risk Management and Internal Control 5,000 -
Total 98,000 28,000
B. MATERIAL CONTRACTS
During financial year ended 31 March 2020, there was no material contract entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests which was still subsisting at the end of the financial year or since the end of the previous financial year.
C. RECURRENT RELATED PARTY TRANSACTIONS
During the financial year ended 31 March 2020, the Company did not enter into any recurrent related party transactions of revenue or trading nature.
D. UTILISATION OF PROCEEDS
(i) Renounceable Rights Issue of Irredeemable Convertible Preference Shares with Warrants B
The Company has undertaken a Renounceable Rights Issue of Irredeemable Convertible Preference Shares (“ICPS”) with Warrants B, which was completed on 11 December 2017 following the listing and quotation of 899,284,472 ICPS and 89,928,341 Warrants B on the ACE Market of Bursa Malaysia Securities Berhad (“Bursa Securities”). The Renounceable Rights Issue of ICPS with Warrants B has raised a gross proceeds of RM71,942,758.
During the financial year under review, the Company has yet to utilise the proceeds raised from the Renounceable Rights Issue of ICPS with Warrants B within the stipulated timeframe, i.e. 6 December 2018 and requires additional time to utilise the balance proceeds amounting to approximately RM18,689,000 for investment in quoted securities, i.e. ICPS in Focus Dynamics Group Berhad (“Focus ICPS”). and Rights Shares in Vsolar Group Berhad (“Vsolar Rights Shares”).
D. UTILISATION OF PROCEEDS cont’d
(i) Renounceable Rights Issue of Irredeemable Convertible Preference Shares with Warrants B cont’d
Due to the further delay in the utilisation of proceeds for Investment in quoted securities for Focus ICPS and Vsolar Rights Shares, the Board had resolved to further extend the time frame for the utilisation of the said proceeds for another 12 months period from 7 December 2019 to 6 December 2020 (“Revised Time Frame”) to provide additional time for the Group to utilise the balance of proceeds for Investment in quoted securities i.e. Focus ICPS and Vsolar Rights Shares.
Description
Proposed Utilisation RM’000
Actual Utilisation
RM’000
Balance Unutilised
proceeds RM’000
Deviation RM’000
Timeframe for utilisation
from receipt of proceeds i.e. from 7 December
2018
Intended timeframe
Proposed Revised timeframe Investment in quoted
securities – Focus ICPS
10,489 - 10,489 - Within 12
months
6 December 2019
6 December 2020 Investment in quoted
securities – Vsolar Rights Shares
8,200 - 8,200 - Within 12
months
6 December 2019
6 December 2020
Working Capital 5,000 (5,000) - - Within 24
months
6 December 2019
-
Investment in unquoted incubates and/or start- up companies to be identified
47,410 (42,403) 5,007 - Within 36
months
6 December 2020
-
Estimated expenses for the corporate exercise
844 (844) - - Immediate - -
71,943 (48,247) 23,696 - - - -
E. SHARE ISSUANCE SCHEME (“SIS”)
The SIS of the Company was approved by the shareholders at the Extraordinary General Meeting held on 5 June 2015 and is governed by the Bylaws.
The SIS was implemented on 29 July 2015 and shall be in force for a period of five (5) years and may be extended for such further period, at the sole and absolute discretion of the Board upon the recommendation by the Option Committee, provided always that the Initial Scheme Period above and such extension of the scheme made pursuant to the Bylaws shall not in aggregate exceed a duration of ten (10) years or such other period as may be prescribed by Bursa Malaysia Securities Berhad or any other relevant authorities from the effective date of the SIS.
The Company had on 25 June 2020 extended the existing SIS, which expired on 28 July 2020, for a further period of five (5) years, i.e. from 29 July 2020 to 28 July 2025, in accordance with the terms of the SIS By-Laws.
As at the date of printing of this Annual Report, a total of 569,512,800 options were offered to eligible employees under the SIS.
OTHER COMPLIANCE INFORMATION
cont’d
E. SHARE ISSUANCE SCHEME (“SIS”) cont’d
There is one (1) SIS in existence during the financial year ended 31 March 2020 with information as follows:-
Total number of options/
shares outstanding as at 1 April 2019
Total number of options exercised during the financial year ended
31 March 2020
Total number of options/
shares granted during the financial year ended
31 March 2020
Total options/shares outstanding as at 31 March 2020
- 104,970,900 104,970,900 -
There is one (1) SIS in existence during the financial year ended 31 March 2020 with information as follows:- cont’d Options granted to Directors and Chief Executive
Total number of options/
shares outstanding as at 1 April 2019
Aggregate options exercised or vested during
the financial year ended 31 March 2020
Aggregate options/
shares granted during the financial year ended
31 March 2020
Aggregate options/shares outstanding as at 31 March 2020
- - - -
Options granted to Directors and Senior Management
During the financial year ended 31 March 2020
Since commencement of the SIS on 29 July 2015
Aggregate maximum allocation in percentage Nil Nil
Actual percentage granted Nil Nil
Breakdown of the options offered to and exercised by non-executive Directors pursuant to SIS in respect of the financial year are as follows:
Name of Directors Amount of Options Granted Amount of Options Exercised
Dato’ Seri Abdul Azim Bin Mohd Zabidi Nil Nil
Ong Tee Kein Nil Nil
YM Tengku Ahmad Badli Shah Bin Raja Hussin Nil Nil
Chu Chee Peng Nil Nil
Leung Kok Keong (resigned on 17 June 2020) Nil Nil
OTHER COMPLIANCE INFORMATION
cont’d
F. PROPERTIES
The list of properties of the Company as at 31 March 2020 is as follows:-
Location Description Land area Existing use
Date of
Acquisition Tenure
Approximate age of buildings
(years)
Carrying amount as at
31.03.2020 RM’000 Lot 2265,
Geran Mukim 6711, Town of Kulim District of Kulim Kedah
Factory 1,630 square metres
Manufacturing of Effective microorganism
2014 Freehold 15 866
Lot 2264,
Geran Mukim 6710, Town of Kulim District of Kulim Kedah
Factory 836 Square metres
Storage 2014 Freehold 15 577
OTHER COMPLIANCE INFORMATION
cont’d