In line with the Group's expansion plans, our wholly owned subsidiary, Three-A Food Industries (M) Sdn. Achieving the following standards and certifications is a testament to our excellence in the food and beverage ingredients industry: -.
Directors’ Profile
DaTO’ MOHD nOr Bin aBDUl WaHiD
Mr. FanG CHeW HaM
Mr. FOnG CHU KinG @ TOnG CHU KinG
Directors’ Profile (Cont’d)
Mr. FOOnG CHieW FaTT
Mr. FOnG CHieW Hean
Mr. CHeW enG CHai
Mr. Tan CHOn SinG @ Tan KiM TienG
He is currently a director of Malpac Holdings Berhad and also serves as a director of several private limited companies. Tan Chon Sing has attended all five (5) board meetings held in the financial year ending 31 December 2011.
MS. FanG SieW yee
Mr. lieW KUO SHin
MS. FanG SieW PinG
Mr. KHOO Wee BOOn
MS. SUn yi-linG
Corporate Social responsibility
Corporate Governance Statement
DireCTOrS The Board
Board Balance
Corporate Governance Statement (Cont’d)
Board Meetings and Supply of Information to the Board
Appointment to the Board
Re-Appointment and Re-Election of Directors
THe BOarD COMMiTTeeS
Members of Audit Committee and Meeting Attendance
Nomination Committee
During the financial year ended December 31, 2011, the Board met once and the composition of the Nominating Committee and frequency of Board meetings are as follows:-.
Members of Nomination Committee and Meeting Attendance
Members of Remuneration Committee and Meeting Attendance
DireCTOrS’ reMUneraTiOn
Basic Salaries and Bonuses
DireCTOrS’ TraininG anD eDUCaTiOn
The Directors are responsible for ensuring that the Company keeps proper accounting records which disclose with reasonable accuracy at all times the financial position of the Group and the Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965. Directors have overall responsibility for taking such steps as are open to them to safeguard the assets of the Group and the Company to prevent and detect fraud and other irregularities.
Internal Controls
Directors are required by the Companies Act, 1965 to prepare financial statements for each year which give a true and fair view of the state of affairs of the Group and the Company at the end of the financial year and of their results and cash flows money for the financial year ended thereafter.
Relationship with External Auditors
Internal Audit
While the Company endeavors to provide as much information as possible to its shareholders and stakeholders, the Company is aware of the legal and regulatory framework governing the release of material and price-sensitive information. This Statement on Corporate Governance is made in accordance with the resolution of the Board of Directors dated 29 February 2012.
CHairMan
MeMBerS
MeMBerSHiP anD aTTenDanCe
Chairman
Meetings
Authority
DUTieS anD reSPOnSiBiliTieS
External Audit
Financial Reporting
Related Party Transactions
Other Functions
Financial Results
Statement On internal Control
BOarD reSPOnSiBiliTy
COnTrOl STrUCTUre
MOniTOrinG anD reVieW aCTiViTieS
Statement On internal Control (Cont’d)
FINANCIAL STATEMENTS
Directors’ Report
PRinciPal activities
Results
DiviDenDs
Directors’ Report (cont’d)
DiRectoRs
DiRectoRs’ Benefits
DiRectoRs’ inteRests
Direct interest
Indirect interest
DiRectoRs’ inteRests (cont’d)
Breakdown of Retained Earnings into Realised and Unrealised
RePoRt on the financial statements
Directors’ responsibility for the financial statements
Auditors’ responsibility
Opinion
Non-current assets
Current assets
Equity and liabilities Equity attributable to owners
Non-current liabilities
Current liabilities
Group
Company
- Summary of Significant Accounting Policies (a) Basis of Consolidation
- Summary of Significant Accounting Policies (Cont’d) (b) Foreign Currency
- Summary of Significant Accounting Policies (Cont’d) (c) Property, Plant and Equipment and Depreciation (Cont’d)
- Summary of Significant Accounting Policies (Cont’d) (e) Impairment of Non-financial Assets (Cont’d)
- Summary of Significant Accounting Policies (Cont’d) (h) Financial Assets (Cont’d)
- Summary of Significant Accounting Policies (Cont’d) (i) Impairment of Financial Assets (Cont’d)
- Summary of Significant Accounting Policies (Cont’d) (k) Inventories
- Summary of Significant Accounting Policies (Cont’d) (n) Financial Guarantee Contracts
- Summary of Significant Accounting Policies (Cont’d) (q) Leases (Cont’d)
- Summary of Significant Accounting Policies (Cont’d) (s) Income Taxes (Cont’d)
- Changes in Estimates
- Changes in Accounting Policies
- significant accounting Policies (cont’d) 4 Changes in Accounting Policies (Cont’d)
- Malaysian Financial Reporting Standards
- Significant Accounting Judgements and Estimates
- Significant Accounting Judgements and Estimates (Cont’d) (a) Judgements Made in Applying Accounting Policies
- PRoPeRty, Plant anD equiPment
Financial assets are recognized in the statements of financial position when, and only when, the Group and the Company become a party to the contractual terms of the financial instrument. Financial liabilities, within the scope of FRS 139, are recognized in the statement of financial position when, and only when, the Group and the Company become a party to the contractual terms of the financial instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all its liabilities.
PRoPeRty, Plant anD equiPment (cont’d)
Company Cost
- lanD use Rights
- investments in suBsiDiaRies
- investment in Joint ventuRe
- investment in Joint ventuRe (cont’d)
- inventoRies
- ReceivaBles
- ReceivaBles (cont’d) (a) Trade Receivables
After considering the total investment cost of the Group in the joint venture to set up a factory in the vicinity of Shanhaiguan, PRC for the business of manufacturing and selling food and beverage ingredients of up to USD6,000,000 (equivalent to approximately RM the remaining balance of up to USD equivalent to approximately RM expected to be invested within the next four (4) years The exchange rate of USD1.00 : RM3.2045 as on 4 May 2010, being the date immediately prior to the date of the Cooperation Agreement and JV Agreement 1, has been used for illustrative purposes. The investment costs are converted using the exchange rates on the dates of the transactions.
ReceivaBles (cont’d)
- shoRt teRm investments
- cash anD Bank Balances
- shaRe caPital
- shaRe PRemium
- RetaineD eaRnings
- foReign cuRRency tRanslation ReseRve
- BoRRowings
- BoRRowings (cont’d)
The weighted average effective interest rate and the average maturity of deposits on December 31, 2011 for the Group and the Company is 3.11% and 30 days, respectively. Holders of ordinary shares are entitled to receive dividends as and when declared by the Company. Accordingly, during the transition period, the Company may use the Section 108 credit on its December 31, 2011 balance sheet to distribute cash dividend payments on ordinary shares as defined in the Finance Act 2007.
Hire purchase payables
DefeRReD tax
Deferred tax liabilities
Deferred tax assets
PayaBles
Revenue
PRofit fRom oPeRations
PRofit fRom oPeRations (cont’d)
Directors’ remuneration
- finance costs
- income tax exPense/(Benefit)
- eaRnings PeR shaRe
- DiviDenDs
- significant RelateD PaRty tRansactions
- significant RelateD PaRty tRansactions (cont’d)
Domestic income tax is calculated at the Malaysian statutory tax rate on the estimated assessable profit for the year. Dato’ Mohd Nor Bin Abdul Wahid is a director and has financial interests in Excellent Chemical Industrial Sdn. The directors believe that all of the above transactions were entered into in the ordinary course of business and were entered into in accordance with the terms mutually agreed between the parties.
- commitments
- contingent liaBilities
- contingent liaBilities (cont’d)
- financial Risk management oBJectives anD Policies
This is because the guarantees are secured by fixed fees on certain properties, plant and equipment in the group (notes 3 and 15). The board has assessed the financial effect of the guarantees per 31 December 2011 to be insignificant. The following sections provide details of the Group's and the Company's exposure to the above financial risks and the objectives, policies and processes for managing these risks.
Information regarding trade and other receivables that are neither past due nor impaired is provided in note 8. Deposits with banks and other financial institutions that are neither past due nor impaired are placed or related to financial institutions with reputable or company with high credit ratings and no history of default. Information about financial assets that are either past due or impaired is provided in note 8.
The Group also holds cash and cash equivalents denominated in foreign currency for working capital purposes. The Group's net investment in the PRC is not hedged as the RMB currency positions are considered to be long-term in nature. The table below shows the sensitivity of the Group's net profit before taxes to a reasonably possible change in the exchange rates of USD and SGD against the respective functional currencies of the Group's entities, with all other variables held constant.
December 2011
- financial instRuments
- caPital management
- significant event
- segment infoRmation
The primary objective of the Group's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios to support its business and maximize shareholder value. Management will evaluate various options taking into account market conditions, nature of investment and the Group's structure. The Group monitors capital using a leverage ratio, which is total debt divided by total capital.
Particulars Of Properties Held By The Group
Particulars Of Properties Held By The Group (Cont’d)
Utilisation of Proceeds
Share Buy-Back
Options, Warrants or Convertible Securities Exercised
American Depository Receipts (ADR)/Global Depository Receipt (GDR)
Sanctions and/or Penalties
Non-Audit Fees
Variation in Results
Profit Guarantee
Bursa Securities Listing Requirements Compliance Information
Bursa Securities Listing Requirements Compliance Information (Cont’d)
Revaluation Policy on Landed Properties
Material Contracts
Related Party Transactions of a Revenue/Trading Nature (RRPT)
Analysis Of Shareholdings
DISTRIBuTIOn Of SHAReHOLDInGS
TOP THIRTy (30) SHAReHOLDeRS
Analysis Of Shareholdings (Cont’d)
TOP THIRTy (30) SHAReHOLDeRS (Cont’d)
SuBSTAnTIAL SHAReHOLDeRS
DIReCTORS’ SHAReHOLDInGS
To re-elect the following Directors who retire by rotation pursuant to Article 86 of the. Tan Chon Sing @ Tan Kim Tieng, retiring pursuant to Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the. Authority to Directors to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965.
NOTICE IS HEREBY GIVEN that the Tenth Annual General Meeting of the Company will be held at Ballroom Level 1, Tropicana Golf & Country Resort, 47410 Petaling Jaya, Selangor Darul Ehsan on Wednesday, April 18, 2012 at 11:00 am. This subject to the approval of the relevant authorities, the Directors are and are hereby authorized under section 132D of the Companies Act, 1965 to allot and issue new ordinary shares of RM0.20 in the Company at any time and on such terms and conditions and for such purposes as the Directors, in their sole discretion, may deem fit, provided that the aggregate number of shares to be issued under this resolution in any (1) financial year shall not exceed ten percent (10%) of the issued share capital of the Company for the present and that the Directors are also and are authorized to obtain the approval for the listing and listing of the additional shares so issued on the Bursa Malaysia Securities Berhad and that such authority to the closing of strength will remain. Mandate for the Company and its subsidiaries (“Three-A Group”) to enter into transactions falling within the types of recurring related party transactions of a turnover and trading nature that are necessary for the daily activities of the Three-A Group from from time to time, the nature and contracting parties are set out in a table under Chapter 2.4 of the Circular to Shareholders dated March 26, 2012, PROVIDED THAT. (i) the transactions are made in the ordinary course of business on an arm's length basis, on normal commercial terms and on terms that are not more favorable to the related parties than those generally available to the public and that do not disadvantage the minority shareholders of the Partnership; And.
The proxy form must be duly completed and deposited at the registered office of the Company at AL 308, Lot 590. Directors who are seeking re-election or re-appointment at the Tenth Annual General Meeting of the Company. Three (3) Directors retiring by rotation pursuant to Article 86 of the Company’s Articles of Association and seeking re-election are:-.
Board Meetings held in the financial year ended 31 December 2011
Details of the above Directors seeking re-election or re-appointment are set out in their profiles which appear in the Directors Profiles on pages 10 to 13 of this Annual Report. Directors' shareholdings in the company are set out in the shareholding analysis which appears on page 94 of this annual report.
Statement Accompanying notice Of Annual General Meeting
One (1) Director who is over seventy (70) years old and who applies for reappointment is:-. Tan Chon Sing @ Tan Kim Tieng. The details of the above-mentioned Directors seeking re-election or re-appointment are set out in their respective profiles, which are included in the Director Profiles on pages 10 to 13 of this Annual Report. The Directors' shareholdings in the Company are set out in the Shareholding Analysis on page 94 of this Annual Report. Directors Total number of Board of Directors meetings attended Attendance percentage. resigned as director and reappointed as . Deputy Director of Fang Siew Yee.
Venue
Board members Total board meetings Attended Percentage of attendance. resigned as director and reappointed as . Substitute director for Fang Siew Yee on.
DATe AnD TIMe
Statement Accompanying notice Of Annual General Meeting (Cont’d)
7 Power of directors to allot and issue shares under section 132D of the Companies Act, 1965. A nominee may be, but need not be, a member of the company and the provisions of section 149(1)(b ) of the law do not apply. to the company. A member shall have the right to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of Article 149(1)(c) of the Act are complied with.
