There is no significant increase in the issued and paid up capital of the company. The Group Managing Director is responsible for the day-to-day management of the Group. The Chairman of the Audit Committee reports the results of Audit Committee meetings to the Board.
The Board recognizes its responsibility for the adequacy and integrity of the Group's internal control system. The Directors are pleased to present their report together with the audited financial statements of the Group and the Company for the financial year ended 31 March 2013. The main features and other terms of the ESOS are disclosed in Note 14 to the financial statements.
The financial statements have been authorized for publication by the Board of Directors in accordance with the decision of the Directors on July 29, 2013.
SIGNIFICANT ACCOUNTING POLICIES 1 Basis of preparation
Any excess of the purchase price over the Group's share in the net fair value of identifiable assets, liabilities and contingent liabilities represents goodwill in the statements of financial position. Any excess of the Group's share in the net fair value of identifiable assets, liabilities and contingent liabilities over the purchase price is immediately recognized in the statement of comprehensive income on the date of acquisition. Owned land is shown at the revalued value, which is the fair value on the revaluation date, less accumulated losses due to impairment.
The revaluation deficit is first offset against the unused previously recognized revaluation surplus related to the same asset, and the balance is then recognized in the statement of comprehensive income. The difference between any net disposal proceeds and the net book value is recognized in the statement of comprehensive income, and the unused part of the surplus from the revaluation of this item is transferred directly to retained net profit. Operating lease payments are recognized as an expense in the statement of comprehensive income on a straight-line basis over the term of the relevant lease.
Items included in the financial statements of each company in the Group are measured using the currency of the primary economic environment in which the company operates ("functional currency"). The financial statements of the Group and the Company are presented in Malaysian Ringgit (RM), which is the Company's functional and presentation currency. Financial assets are recognized in the financial statements when and only when the Group and the Company become parties to the contractual provisions of the financial instrument.
Financial liabilities within the scope of FRS 139 are recognized in the statements of financial position when and only when the Group and the Company become parties to the contractual terms of the financial instrument. The book value of the assets is reduced by using a provision account. Any impact of the revision to the original estimates is recognized in the statements of comprehensive income, with a corresponding adjustment to equity over the remaining vesting period.
A capital instrument is any contract that proves the remaining share in the assets of the Group and the Company after deduction of all its liabilities. Contingent liabilities and assets are not recognized in the Group's statements of financial position.
INTANGIBLE ASSETS
In assessing impairment on goodwill, management believes that no reasonably possible change in any of the above key assumptions would cause the carrying value of the units to deviate materially from their recoverable amounts.
DEFERRED TAXATION
Unused tax losses and unabsorbed capital allowances of the Group are available indefinitely for set-off against the future taxable profits of the relevant units within the Group, subject to no material change in the shares of those units under the Taxation Act of Revenue, 1967 and the instructions issued by the tax authority. Deferred tax assets have not been recognized in respect of unused tax losses and unabsorbed capital reserves as it is unlikely that future taxable profit will be available against which they can be utilized based on the current plan of the respective companies.
BIOLOGICAL ASSETS
INVENTORIES
TRADE RECEIVABLES
Receivables from sales that are neither overdue nor impaired are creditworthy debtors with good solvency of the group and the company. None of the group's and the company's receivables from sales, which are neither past due nor impaired, have been renegotiated in the financial year. The movement in the provision for write-downs of receivables from sales in the financial year was:.
OTHER RECEIVABLES
The amounts due from subsidiaries are unsecured, interest-free and repayable in cash on demand, except for trade transactions which are subject to normal trade credit terms. Receivables from subsidiaries of RM12.8 million. (2012: RM12.8 million) is subordinated to financial institutions as security for credit facilities granted to certain subsidiaries as disclosed in note 16. The amount represents investment in short-term fixed income. mutual fund that provides a stream of monthly income by investing in money market and fixed income instruments.
Short-term investments are highly liquid, which have an insignificant risk of changes in value, which attract a weighted average effective interest rate at the balance sheet date d. The deposits in the Group's licensed bank in the amount of RM400,000 are pledged to a licensed bank for banking facilities used by certain subsidiaries.
SHARE CAPITAL
RETAINED EARNINGS
The company's credit assets are secured by a negative lien on the company's assets, certain debentures on poultry equipment. The credit facilities of the subsidiaries are secured by the corporate guarantees of the company and the corporate shareholder, fixed charges for certain lands as disclosed in Note 3, deposits as disclosed in Note 13 and an amount owed by the subsidiaries of RM12. 8 million (2012: RM12.8 million) as disclosed in note 11. Trade payables are non-interest bearing and normal commercial credit terms granted to the Group and the Company range from 30 days to 90 days (2012: 30 days to 90 days) .
Amounts to subsidiaries are unsecured, interest-free and repayable in cash on demand, except for commercial transactions that are subject to normal commercial credit terms.
FINANCE LEASE LIABILITIES
Included in other operating income for the group and the company are the following:
FINANCE COSTS
TAX EXPENSES
Basic (loss)/earnings per share is calculated by dividing (loss)/profit for the financial year attributable to the ordinary shareholders of the Group by the weighted average number of ordinary shares issued during the financial year. Diluted (loss)/earnings per share is calculated by dividing (loss)/earnings for the year attributable to the Group's ordinary shareholders by the weighted average number of ordinary shares, assuming full replacement of the outstanding ESOS. The average market value of the Company's shares for the purpose of calculating the remedial effects of ESOS was based on the quoted market prices between which the options were outstanding.
CONTINGENT LIABILITIES
The Directors are of the opinion that all of the above transactions have been entered into in the ordinary course of business and have been established on terms not materially different from those which may be achieved in transactions with unrelated parties. Data on outstanding amounts from transactions with related parties as of March 31, 2013/2012 are disclosed in Note 11 and Note 20. a) Remuneration of key management personnel.
FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The following table sets out the sensitivity of the Group's and the Company's loss or profit after tax to a 5% increase in the Ringgit Malaysia against the relevant foreign currencies, holding all other variables constant. The table below summarizes the maturity profile of the group and of the company's obligations at the reporting date based on discounted contractual repayment obligations. NOTICE IS HEREBY GIVEN THAT THE COMPANY'S TWENTIETH GENERAL MEETING WILL BE HELD AT BALLROOM I, GROUND, PREMIERE HOTEL, BANDAR BUKIT TINGGI 1/KS6, JALAN LANGAT, 41200 SELANGOR KLANG, 2000 SEMELANGON, 2000 KL. AT 11.30 FOR THE FOLLOWING PURPOSE:-.
That disclosure will be made in the annual report of a breakdown of the total value of all. AND THAT an amount of the funds not exceeding the retained earnings and share premium reserve of the Company as at the date of the share buyback shall be used for the Proposed Share Buyback. AND THAT the shares of the Company to be purchased may be cancelled, retained as treasury shares, distributed as dividends or resold on Bursa Malaysia, or a combination of any of the above, at the absolute discretion of the Directors;.
A nominee may, but does not have to, be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 do not apply to the Company. The proposed Ordinary Resolution 6 is proposed for the purpose of granting a renewed general mandate for the issuance of shares by the Company under section 132D of the Act. Ordinary Resolution 6, if adopted, will give the Directors of the Company the power to issue ordinary shares in the Company at any time and at their discretion without calling a General Meeting.
The authorization, unless revoked or amended by the Company at a General Meeting, will expire at the end of the next AGM of the Company. The Company at the 28th Annual General Meeting held on 26 September 2012 obtained its shareholders' approval for the general mandate for the issue of shares under Section 132D of the Companies Act, 1965 (“the Act”). The Ordinary Resolution 6 proposed under item 6 of the Agenda is a renewal of the general mandate for the issue of shares by the Company under Section 132D of the Act.
Should a decision be taken to issue new shares after obtaining the general mandate, the company will publish a notice on the purpose and use of the proceeds from such an issue. 3 Where a member of the company is an authorized nominee as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint at least.
