The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2019.
PRINCIPAL ACTIVITIES
The principal activities of the Company are that of investment holding and provision of management services to its subsidiaries.
The subsidiaries are principally engaged in the business of liquefied petroleum gas (‘LPG’), agricultural businesses, information and communications technology (‘ICT’), power and others as stated in Note 44 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
Group Company
RM’000 RM’000
Continuing operations
Profit before zakat and taxation 20,590 44,826
Zakat (155) -
Taxation (2,104) -
Profit for the year 18,331 44,826
Profit attributable to:
Owners of the parent 17,355 44,826
Non-controlling interests 976 -
18,331 44,826
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 except for the gain on disposal of a non-current asset held for sale of the company amounting to RM25,265,000 as disclosed in Note 13 to the financial statements.
DIVIDENDS
No dividend was paid during the year and the Directors do not recommend any dividend for the financial year ended 31 December 2019.
RESERVES AND PROVISIONS
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
REPORT OF THE DIRECTORS
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 of 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, statements of 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 which would render any amount stated in the financial statements of the Group and of the Company 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.
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 in the financial year in which this report is made.
REPORT OF THE DIRECTORS
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) (appointed on 4 March 2019) Dato’ Ab Rahim bin Abu Bakar
Dato’ Ahmad Ibnihajar
Mohammad Farish Nizar bin Othman Datuk Haji Mohd Haniff bin Haji Koslan Datuk Norliza binti Abdul Rahim Tengku Zahaimi bin Tuan Hashim
Megat Joha bin Megat Abdul Rahman (appointed on 4 March 2019) Datuk Abdul Rahim bin Mohd Zin (resigned on 13 December 2019) Tunku Alizan bin Raja Muhammad Alias (resigned on 4 March 2019)
Datuk Hj Faisyal bin Datuk Yusof Hamdain Diego (resigned on 26 February 2019)
The names of the Directors of subsidiaries are set out in the respective subsidiaries’ financial statements and the information is deemed incorporated herein by such reference and made a part thereof.
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholdings, none of the Directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during the financial year except as follows:
Number of ordinary shares
As of As of
1.1.2019/ Acquired Sold 31.12.2019
Date of Appointment
Shares in the Company, KUB Malaysia Berhad Indirect Interest
Datuk Seri Johari bin Abdul Ghani 178,068,700* - - 178,068,700
* Deemed interest by virtue of his interest in JAG Capital Holdings Sdn Bhd.
The other Directors in office at the end of the financial year did not have any interest in the shares of the Company or its related corporations during or as at the beginning and end of the financial year.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the Directors might 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 year, no Director has 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 in Note 11 to the financial statements) 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, except as disclosed in Note 37(c) to the financial statements.
REPORT OF THE DIRECTORS
INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS
The Company maintains a Directors and Officers’ liability insurance throughout the 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 RM12,150 respectively.
AUDITORS
The auditors, Deloitte PLT, have indicated their willingness to continue in office.
AUDITORS’ REMUNERATION
The auditors’ remuneration of the Group and of the Company for financial year ended 31 December 2019 are disclosed in Note 10 of the financial statements.
Signed on behalf of the Board
in accordance with a resolution of the Directors,
_______________________________________
DATUK SERI JOHARI BIN ABDUL GHANI
_______________________________________
DATO’ AB RAHIM BIN ABU BAKAR
Petaling Jaya 30 April 2020