Appoint the auditors of the company and authorize the directors to fix their remuneration. Crowe Horwath for appointment as auditor of the company and member moved the following ordinary resolution:-.
CHAIRMAN’S STATEMENT
The Group's areas for ripening oil palm amounted to 29,272 ha in the considered financial period, and the area of crops was almost the same as in the previous financial year. In the future, except in unforeseen circumstances, the Group expects satisfactory operations in the next financial year.
1 2Environment
CORPORATE SOCIAL RESPONSIBILITY
Workplace
Community
Marketplace
PROFILE OF DIRECTORS
Utilisation of proceeds from corporate proposal
Share buy-backs
Options and convertible securities
Depository receipt programme
Sanctions and/or penalties
Non-audit fees
Variation in profit estimate, forecast or projection
Variation in results
Profit guarantee
Material contracts
As at the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the group and company financial statements, which would cause any amount shown in the financial statements to be misleading. According to the register of directors' shares, the shares of the directors who, at the end of the business period, occupy a position in the shares of the company and its affiliated companies during the business period are as follows:-. The other director who was in office at the end of the business period did not hold any shares in the company or its affiliates during the business period.
STATEMENT BY DIRECTORS
STATUTORY DECLARATION
An audit also includes deciding whether the accounting policies used by management are appropriate and whether the accounting estimates made by management are reasonable, as well as an assessment of the overall presentation of the annual accounts. The supplementary information set out in note 38 to the financial statements is provided to meet the requirements of Bursa Malaysia Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on special issue no.
BALANCE SHEETS
December 2010
December 2010 (cont’d)
STATEMENTS OF CHANGES IN EQUITY
CASH FLOW STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
GENERAL INFORMATION
PRINCIPAL ACTIVITIES
BASIS OF PREPARATION
BASIS OF PREPARATION (cont’d)
The above accounting standards and interpretations (including any resulting amendments) are not relevant to the activities of the Group, except as follows:-. i) FRS 3 (revised) introduces significant changes to the accounting for business combinations, both at the acquisition date and post-acquisition, and requires greater use of fair values. In addition, all transaction costs, other than equity and debt issuance costs, will be expensed as incurred. This revised standard will be applied prospectively and will therefore not have any financial impact on the Group's annual accounts for the current financial period, but may have an impact on the accounting treatment of future transactions or arrangements. ii) The potential impact of FRS 7 (including subsequent amendments) and FRS 139 on the financial statements upon initial application is not disclosed due to the exceptions provided in these standards. The Group will apply the key amendments to FRS 127 (revised) prospectively and will therefore not have any financial impact on the Group's financial statements for the current financial period, but may have an impact on the accounting treatment of its future transactions or arrangements . v) Improvements to FRSs (2009) includes amendments to FRS 117 which clarify that the classification of leasehold land as a finance lease or operating lease will be based on the extent to which risks and rewards associated with ownership exist. In accordance with the transitional provisions of the amendments, the Group will reassess the classification of leasehold land and, if applicable, carry out the necessary reclassification retroactively.
SIGNIFICANT ACCOUNTING POLICIES
NOTES TO THE FINANCIAL STATEMENTS (continued). b) The above accounting standards and interpretations (including the consequent amendments) are not relevant to the Group's operations, except as follows (continued):-. iii) FRS 101 (Revised) introduced terminology changes (including revised titles for the financial statements) and changes in the format and content of the financial statements. In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the reclassification of items in the financial statements. The adoption of this revised standard will only affect the form and content of the presentation of the Group's financial statements in the financial year ended 31 December 2011. iv) FRS 127 (Revised) requires accounting for changes in ownership interests by the group in a subsidiary, while retaining control, to be recognized as an equity transaction. When the Group loses control of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognized in profit or loss. The revised standard also requires that all losses attributable to the minority interest be absorbed by the minority interest instead of by the parent.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (c) Basis of Consolidation (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (e) Property, Plant and Equipment
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (f) Prepaid Lease Payments (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (g) Intangible Assets (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (continued) (g) Intangible assets (continued). j) Assets under installment purchase and liabilities under Ijarah arrangements (continued). Obligations under Ijarah arrangements are treated as finance leases through sale and leaseback, whereby under Ijarah arrangements the Group sells an entitled interest in the fixed asset while retaining bare ownership. At the same time, the Group enters into an Ijarah contract for a beneficial interest from another party. The net effect is that the group retains ownership of the underlying asset; the enjoyment that was originally sold is immediately reacquired by the Group. Inventories are valued at the lower of cost or net realizable value. The cost incurred in bringing each product to its current location and condition shall be calculated as follows:-. i) Process inventories – costs of raw materials, direct labor and the corresponding share of production overheads, determined on a first-in, first-out basis;. ii) Miscellaneous supplies and consumables – original purchase costs determined on the basis of a weighted average; and. iii) Nursery supplies – all costs directly attributable to nursery development activities. Financial instruments are recognized in the balance sheets when the Group becomes a party to the contractual provisions of the instruments. Financial instruments are set off when the Group has a legally enforceable right of set-off and intends to settle on a net basis or realize the asset and settle the liability at the same time.
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (l) Financial Instruments (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (n) Employee Benefits (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (q) Income Taxes (cont’d)
SIGNIFICANT ACCOUNTING POLICIES (cont’d) (r) Related Parties (cont’d)
INVESTMENTS IN SUBSIDIARIES
INVESTMENTS IN SUBSIDIARIES (cont’d)
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (cont’d)
PROPERTY, PLANT AND EQUIPMENT (continued). COMPANY Rm Rm Rm Rm. COMPANY Rm Rm Rm. COMPANY Rm Rm Rm. b) Included in the Group's tangible fixed assets at the balance sheet date were motor vehicles, plant and machinery with a total net book value of RM NIL), which were purchased under hire purchase terms. c) Included in the tangible long-term assets of the Group at the balance sheet date are land and buildings with a total net book value of RM RM, of which the building property document must still be registered in the name of the Group. PROPERTY, PLANT AND EQUIPMENT (continued). d) The net accounting value of tangible long-term assets pledged in licensed banks as a guarantee for the banking facilities granted to the Group (Note 16) is as follows:-. e) The net book value of tangible long-term assets held under Ijarah agreements (Note 18) is as follows:-.
PREPAID LEASE PAYMENTS
PREPAID LEASE PAYMENTS (cont’d)
INTANGIBLE ASSETS
INTANGIBLE ASSETS (cont’d)
NOTES TO THE FINANCIAL STATEMENTS (continued). Increments in the business period/year 14,270 -. a) Included in the group's depreciation for the accounting period is an amount of RM9,050) which is capitalized under biological assets. b) Goodwill acquired in a business combination has been allocated to the group's oil palm plantation cash-generating unit. The Group assessed the recoverable amount of the allocated goodwill and concluded that there was no impairment at the balance sheet date. The recoverable amount of a cash-generating unit is determined using the value-in-use method and is derived from the present value of future cash flows from the cash-generating unit, calculated on the basis of financial budget projections approved by management. covering a period of 5 years. The key assumptions used in determining the recoverable amount are as follows:-. ii) Growth rate – estimate based on industry growth forecasts; cash flows after a five-year period are extrapolated without taking into account the growth rate; iii) Sales prices of bunches of fresh fruit - assessment based on expectations of future changes in the market; and. iv) Development and direct costs – assessment based on past practices and experience. c) Commercial rights on a planted forest license are rights granted to a tree planting group in accordance with a tree planting plan. The tree planting plan has been approved and includes oil palm planting for a maximum period of 25 years (of which 20 years remain at the balance sheet date). After the specified period of 25 years, the permitted area where the cultivation of oil palm is allowed shall be planted with trees other than oil palm.
BIOLOGICAL ASSETS
BIOLOGICAL ASSETS (cont’d)
DEFERRED TAX
DEFERRED TAX (cont’d)
INVENTORIES
TRADE AND OTHER RECEIVABLES
DEPOSITS, CASH AND BANK BALANCES
SHARE CAPITAL
SHARE CAPITAL (cont’d)
RESERVES
RESERVES (cont’d)
BORROWINGS
BORROWINGS (cont’d)
Repayable in 24 quarterly installments effective from June 2009, followed by quarterly installments of RM0.25 million each. Repayable in 24 quarterly installments, from March 2015 onwards, followed by quarterly installments of RM0.20 million each. Repayable in 24 quarterly installments, from June 2015, followed by quarterly installments of RM0.50 million each.
HIRE PURCHASE OBLIGATIONS
ISLAMIC SECURITIES AND OBLIGATIONS UNDER IJARAH ARRANGEMENTS
ISLAMIC SECURITIES AND OBLIGATIONS UNDER IJARAH ARRANGEMENTS (cont’d)
TRADE AND OTHER PAYABLES
REVENUE
FINANCE COSTS
PROFIT BEFORE TAXATION
INCOME TAX EXPENSE
EARNINGS PER SHARE
DIVIDENDS
ACQUISITION OF SUBSIDIARIES
ACQUISITION OF SUBSIDIARIES (cont’d)
As part of the cost of the business combination, the Company issued ordinary shares and ICPS with a fair value of RM1.30 each, which is the five-day weighted average market price of the Company's ordinary shares prior to the signing of the Sale Agreements. Shares.
PURCHASE OF PLANTATION ESTATE
PURCHASE OF PLANTATION ESTATE (cont’d)
COSTS INCURRED ON BIOLOGICAL ASSETS, PURCHASE OF INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT
COSTS INCURRED ON BIOLOGICAL ASSETS, PURCHASE OF INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT (cont’d)
CASH AND CASH EQUIVALENTS
DIRECTORS’ REMUNERATION
DIRECTORS’ REMUNERATION (cont’d)
SIGNIFICANT RELATED PARTY DISCLOSURES (a) Identities of related parties
SIGNIFICANT RELATED PARTY DISCLOSURES (cont’d)
OPERATING SEGMENTS
CAPITAL COMMITMENTS
CONTINGENT LIABILITIES
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS (cont’d)
The following summarizes the methods used to determine the fair value of financial instruments: (i) Financial assets and financial liabilities due for payment in the next 12 months are approximately equal to theirs. fair value due to the relatively short maturity of financial instruments. ii) The fair values of installment liabilities, Islamic securities and liabilities under Ijarah arrangements and unsecured loans are determined by discounting the relevant cash flows using current interest rates for similar instruments at the balance sheet date. iii) The carrying amounts of long-term loans are approximately equal to their fair value as these instruments bear interest at variable interest rates.
SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL PERIOD
SIGNIFICANT EVENTS DURING AND SUBSEQUENT TO THE FINANCIAL PERIOD (cont’d)
The important events during and after the financial period are the following (continued): -. d) On February 2, 2011, the Company entered into three conditional share sale agreements with the Secretary of State for Finance to acquire the remaining equity interest in the following companies, for an aggregate purchase price of RM. Plantation Sdn Bhd, a subsidiary of the Company, has entered into a Memorandum with Sheba Resources Sdn Bhd (“Sheba Resource”) with the intention to purchase all such parcel of land containing oil palm plantations, covering an area of approximately 4,857 hectares. and described as Lot 56, Sawai Land District (“the said Land”) for a total consideration of RM free and clear of all encumbrances (“Purchase Price”). Further to the Memorandum, the Company and Sheba Resources have mutually agreed in writing to extend the period for entering into the Sales and Purchase Agreement until April 4, 2011.
CHANGE OF ACCOUNTING YEAR END
SUPPLEMENTARY INFORMATION – DISCLOSURE OF REALISED AND UNREALISED PROFITS OR LOSSES
PROPERTIES OWNED BY THE GROUP
ANALYSIS OF SHAREHOLDINGS
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 shall not apply. To be valid, this duly completed form must be filed at the registered office of the Company at no. A member has the right to appoint more than one (1) proxy to attend and vote at the same meeting, at provided that the provisions of Chapter 149(1)(c) of the Companies Act, 1965 are complied with.
