Directors' report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2022.
Principal activities
The principal activities of the Company are those of investment and property holding, and trading.
The principal activities of the subsidiaries and the associates are described in Notes 43 and 44, respectively to the financial statements.
Results
Group RM'000
Company RM'000
Profit for the year 150,965 40,863
Profit attributable to:
- Equity holders of the Company 102,573 40,863
- Non-controlling interests 48,392 -
150,965 40,863
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial state- ments.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, other than as disclosed in the financial statements.
Dividends
The amount of dividend paid by the Company since 31 March 2021 was as follows:
RM'000 In respect of the financial year ended 31 March 2021 as reported in the directors’ report for that year:
Single-tier interim dividend of 9.0 sen and special dividend of 3.0 sen per share, paid on 17 September 2021 33,240 Subsequent to the financial year end, on 30 May 2022, the directors declared a single-tier interim and special dividend in respect of the current financial year ended 31 March 2022 of 9.0 sen and 6.0 sen per share, respectively on 282,231,600 shares, amounting to a total of approximately RM41,414,000, payable on 22 August 2022.
The financial statements for the current financial year ended 31 March 2022 do not reflect this proposed dividend. This next dividend will be accounted for in the statement changes in equity as an appropriation of retained earnings in the next financial year ending 31 March 2023.
The directors do not recommend the payment of any final dividend in respect of the current financial year.
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DIRECTORS’
REPORT
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
Dato’ Idris bin Kechot (Chairman)
Dato’ Roslan bin Hamir * (Group Managing Director)
Datuk Anuar bin Ahmad*
Rozana Zeti binti Basir * Dato’ Rosman bin Abdullah Datin Rozilawati binti Haji Basir
Danny Hoe Kam Thong (Appointed on 2 December 2021)
Azizan bin Mohd Noor * (Retired on 21 September 2021)
* Directors of the Company and its subsidiaries
In accordance with Article 102 of the Company’s Constitution, Datuk Anuar bin Ahmad and Dato’ Roslan bin Hamir shall retire from the Board at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.
The names of the other directors of the subsidiaries of the Company in office since the beginning of the financial year to the date of this report are:
Datu Abdul Razak Tready Abdul Khudus bin Mohd Naaim Ab Aziz bin Yunus
Dato’ Ahmad bin Ibrahim Ahmad Sujaie bin Nanyan Ali bin Khamis
Asmi binti Andi Yakin Che Norudin bin Che Alli Tjhin Min Tjong
Dzakwan bin Mansori Fadzil bin Azaha Jasmin binti Hood Lee San Yee
Mahmud bin Ibrahim Mohamad Jamil bin Zolkifly Mohd Yusof bin Pandak Yatim Moses Murray
Muhammad Ramli
Rezal Zain bin Abdul Rashid Dr. Roshayati binti Basir
Yahya bin Ibrahim (Alternate Director to Dato’ Ahmad bin Ibrahim)
Rosely bin Kusip Datuk Bazlan bin Osman Irman bin Abdul Shukor
Muhammad Fadzlilah bin Abdul Ra’far Hamka bin Usman
Azmi bin Bujang (Resigned on 1 July 2021)
Mohamad Adzlie bin Ibrahim (Appointed on 1 July 2021)
Mersal bin Abang Rosli (Appointed on 1 July 2021)
Nik Feizal Haidi bin Hanafi (Appointed on 3 August 2021)
Nazaruddin bin Mohd Hadri (Resigned on 10 September 2021)
Dato’ Adnan bin Shamsuddin (Retired on 21 September 2021)
Datu Abdul Rashid bin Mohd Azis (Retired on 22 September 2021)
Mahbob bin Abdullah (Retired on 1 April 2022)
Mohd Adizuraimin bin Mohd Affandi (Deceased on 18 October 2021)
Nik Mahmood bin Nik Hassan (Retired on 8 December 2021)
Mazlan bin Daud (Retired on 1 April 2022)
Dato’ Ishak bin Mokhtar (Resigned on 13 May 2022)
Kamaruddin bin Ibrahim Kutty (Appointed on 13 May 2022)
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OTHER INFORMATION FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Directors’ benefits
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the Company or any other corporate body.
Since the end of the previous financial 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 or the fixed salary of a full-time employee of the Company and/or related companies as disclosed 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, other than as disclosed in Note 38 to the financial statements.
The Company’s directors’ remuneration receivable from the Group and from the Company are as follows:
Group RM’000
Company RM’000
Directors’ remuneration 4,253 2,104
Indemnities to directors or officers
During the financial year, the directors and officers of the Group and of the Company are covered under the Directors & Officers Manage- ment Liability Insurance (“D&O Insurance”) in respect of liabilities arising from acts committed in their respective capacity as, inter alia, the directors and officers of the Group and of the Company subject to the terms of the D&O Insurance.
The total insured limit of D&O Insurance effected for the directors and officers of the Group and of the Company is RM20 million in any one claim and in aggregate for all claims. Expenses incurred on indemnity given or insurance effected for any director and officer of the Group and of the Company during the financial year amounted to RM44,500.
DIRECTORS’
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Directors’ interests
According to the register of directors’ shareholdings, the interests and deemed interests of directors in office at the end of the financial year in shares and options over shares in the Company and its related corporations during the financial year were as follows:
Number of ordinary shares
1 April 2021 Bought Sold 31 March 2022 The Company
Direct interest
Dato’ Idris bin Kechot 10,000 - - 10,000
Dato’ Roslan bin Hamir 320,000 - - 320,000
Dato’ Rosman bin Abdullah 210,000 - (190,000) 20,000
Rozana Zeti binti Basir 49,250,000 - - 49,250,000
Datin Rozilawati binti Haji Basir 1,000,000 - - 1,000,000
Indirect interest
Dato’ Roslan bin Hamir (1) 1,291,000 - - 1,291,000
Rozana Zeti binti Basir (2) 119,950,900 1,048,200 - 120,999,100
Datin Rozilawati binti Haji Basir (2)(3) 168,200,900 1,048,200 - 169,249,100
Fima Corporation Berhad - Subsidiary company
Indirect interest Directors of the Company
Dato’ Roslan bin Hamir (4) 601,800 - - 601,800
Rozana Zeti binti Basir (5)(6) 150,551,258 8,000 - 150,559,258
Datin Rozilawati binti Haji Basir (5)(6) 150,551,258 8,000 - 150,559,258
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OTHER INFORMATION FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Directors’ interests (cont’d.)
Number of ordinary shares
1 April 2021 Bought Sold 31 March 2022 BHR Enterprise Sdn. Bhd.
- Corporate shareholder
Direct interest
Rozana Zeti binti Basir 19,060,163 - - 19,060,163
Datin Rozilawati binti Haji Basir 19,060,163 - - 19,060,163
Indirect interest
Rozana Zeti binti Basir (7) 38,120,326 - - 38,120,326
Datin Rozilawati binti Haji Basir (8) 38,120,326 - - 38,120,326
Number of ordinary shares
1 April 2021 Bought Sold 31 March 2022 BHR Enterprise Sdn. Bhd.
- Corporate shareholder
Indirect interest
Rozana Zeti binti Basir (9) 4 - - 4
Datin Rozilawati binti Haji Basir (9) 4 - - 4
Number of ordinary shares
1 April 2021 Bought Sold 31 March 2022 Nationwide Express Holding Berhad
- Related company Direct interest
Rozana Zeti binti Basir (10) 27,000,000 - - 27,000,000
Indirect interest
Rozana Zeti binti Basir (10) 46,096,570 19,400 (3,000,000) 43,115,970
Datin Rozilawati binti Haji Basir (11) 73,096,570 19,400 (3,000,000) 70,115,970
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Directors’ interests (cont’d.)
Deemed interested by virtue of the following:
(1) 1,291,000 ordinary shares are held under Maybank Nominees (Tempatan) Sdn. Bhd..
(2) Rozana Zeti binti Basir (“Rozana Zeti”) and Datin Rozilawati binti Haji Basir (“Datin Rozilawati”) are deemed interested by virtue of the following:
(i) Their shareholdings in BHR Enterprise Sdn. Bhd. (“BHR”) of more than 20%. BHR is a corporate shareholder of the Company;
(ii) Their mother, Puan Sri Datin Hamidah binti Abdul Rahman’s shareholding in the Company and her shareholding of preference shares in BHR;
(iii) Their sister, Dr. Roshayati binti Basir’s (“Roshayati”) and her children’s direct shareholdings in the Company and her shareholding in BHR of more than 20%; and
(iv) Their brother, Ahmad Riza bin Basir’s (“Ahmad Riza”), his wife, Zailini binti Zainal Abidin’s and their children’s indirect shareholdings in the Company which are held through M&A Nominees (Tempatan) Sdn. Bhd. and Subur Rahmat Sdn. Bhd.
(“SRSB”). Ahmad Riza and his wife are deemed interested by virtue of their interest in SRSB pursuant to Section 8 of the Companies Act, 2016; and
(v) Rozana Zeti’s direct shareholding in RZB Holding Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
(3) Deemed interested by virtues of Datin Rozilawati’s indirect shareholdings in the Company. 529,300 ordinary shares, 461,000 ordinary shares and 200,000 ordinary shares are held under Maybank Nominees (Tempatan) Sdn Bhd, M&A Nominee (Tempatan) Sdn Bhd and Affin Hwang Nominees (Tempatan) Sdn Bhd, respectively. Datin Rozilawati is the sister of Rozana Zeti.
(4) 601,800 ordinary shares are held under Maybank Nominees (Tempatan) Sdn. Bhd..
(5) Rozana Zeti and Datin Rozilawati deemed interested in Fima Corporation Berhad (“FCB”) by virtue of:
(i) Fima Metal Box Holdings Sdn. Bhd.’s (“Fima Metal Box”) direct shareholding in FCB. Fima Metal Box is a wholly-owned subsidiary of the Company and is a major shareholder of FCB;
(ii) BHR’s direct shareholding in FCB; and
(iii) Their sister, Roshayati’s and their mother, Puan Sri Datin Hamidah binti Abdul Rahman’s direct shareholdings in FCB.
(6) Deemed interested by virtue of Datin Rozilawati’s indirect shareholding in FCB. 1,321,500 ordinary shares are held under Maybank Nominees (Tempatan) Sdn. Bhd..
(7) Deemed interested by virtue of Datin Rozilawati’s and Roshayati’s direct shareholdings in BHR. Datin Rozilawati and Roshayati are sisters of Rozana Zeti.
(8) Deemed interested by virtue of Rozana Zeti’s and Roshayati’s direct shareholdings in BHR. Rozana Zeti and Roshayati are sisters of Datin Rozilawati.
(9) Rozana Zeti and Datin Rozilawati are deemed interested by virtue of their mother, Puan Sri Datin Hamidah binti Abdul Rahman’s direct shareholding of preference shares in BHR.
(10) Rozana Zeti is deemed interested by virtue of the following:
(i) Her shareholdings in BHR of more than 20%. BHR is a corporate shareholder of Nationwide Express Holding Berhad (“NEHB”);
(ii) Her mother, Puan Sri Datin Hamidah binti Abdul Rahman’s and her sister, Roshayati’s direct shareholding in NEHB. Roshayati is also the major shareholder of NEHB; and
(iii) Her sister, Datin Rozilawati’s indirect shareholding of 3,806,512 held under M&A Nominees (Tempatan) Sdn. Bhd..
(11) Datin Rozilawati is deemed interested by virtue of the following:
(i) Her shareholding in BHR of more than 20%. BHR is a corporate share holder of NEHB;
(ii) Her mother, Puan Sri Datin Hamidah binti Abdul Rahman’s and her sisters, Roshayati’s and Rozana Zeti’s direct shareholding in NEHB. Roshayati and Rozana Zeti are also the major shareholders of NEHB; and
(iii) Her indirect shareholding of 3,806,512 held under M&A Nominees (Tempatan) Sdn. Bhd..
Datin Rozilawati and Rozana Zeti, by virtue of their interests in shares of the Company, are also deemed to be interested in shares of all the subsidiaries of the Company to the extent that the Company has an interest.
Other than as stated above, none of the other 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.
DIRECTORS’
REPORT
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OTHER INFORMATION FINANCIAL STATEMENTS
CORPORATE GOVERNANCE
Treasury shares
During the financial year, the Company bought back 1,758,700 of its issued ordinary shares.
As at 31 March 2022, the Company held as treasury shares a total of 6,093,100 of its 282,231,600 issued ordinary shares. Such treasury shares are held at a carrying amount of approximately RM10,431,000. Further details are disclosed in Note 28 to the financial statements.
Other statutory information
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances 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.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(f) In the opinion of the directors:
(i) 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 will or may affect the ability of the Group or of the Company to meet its obligations as and when they fall due; and
(ii) 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 the operations of the Group or of the Company for the financial year in which this report is made.
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PERFORMANCE REVIEW FROM THE LEADERSHIP
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Significant event
Details of the significant events are disclosed in Note 46 to the financial statements.
Subsequent event
Details of the significant events are disclosed in Note 47 to the financial statements.
Auditors
The auditors, Ernst & Young PLT, have expressed their willingness to continue in office.
The auditors’ remuneration in respect of the statutory audit of the Group and of the Company are as follows:
Group RM’000
Company RM’000
Ernst & Young PLT 621 130
Other member firms of Ernst & Young Global 351 -
Other auditors 12 -
984 130
No payment has been made to indemnify Ernst & Young PLT during or since the financial year.
Signed on behalf of the Board in accordance with a resolution of the directors dated 28 June 2022.
Dato’ Idris bin Kechot Dato’ Roslan bin Hamir
DIRECTORS’
REPORT
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OTHER INFORMATION FINANCIAL STATEMENTS
CORPORATE GOVERNANCE