The Group's integrated livestock farming division (upstream division) is mainly divided into two (2) segments, namely Laag and Broiler. The Group's food manufacturing division (downstream division) is mainly divided into two (2) segments, namely processed chicken products and pasteurized liquid egg.
MANAGEMENT DISCUSSION AND ANALySIS
RETAIL BUSINESS
ANTICIPATED OR KNOWN RISKS
ANTICIPATED OR KNOWN RISKS (CONT’D) Foreign Currencies Risk
DIVIDEND
ACKNOWLEDGEMENT AND APPRECIATION
DATO’ YAP HOONG CHAI
DATO’ YEAP WENG HONG
DIRECTOR’S PROFILE
DATO’ YAP CHOR HOW
NG KIM TIAN
YEAP FOCK HOONG
GAN LIAN PENG
TAN CHEE HAU
LIM TECK SENG
TADAAKI ITO
YASUHITO IGARASHI
YAP CHOR WEN
BONG KIM FUI
KEy SENIOR MANAGEMENT
SENIOR MANAGEMENT KEy
WONG YEN TIEN
ONG YONG THYE
CHAN WEI KHUEN
SUSTAINAbILITy STATEMENT
OUR SCOPE OF REPORTING
SUSTAINABILITY GOVERNANCE Vision, Mission and Core Value
SUSTAINABILITY GOVERNANCE (CONT’D) Corporate Governance
STAKEHOLDERS ENGAGEMENT
MATERIAL SUSTAINABILITY MATTERS Economic
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Economic (Cont’d)
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Environment
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Social
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Social (Cont’d)
CORPORATE GOVERNANCE OVERVIEW REPORT
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (a) BOARD RESPONSIBILITIES
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (a) BOARD RESPONSIBILITIES (Cont’d)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (b) BOARD COMPOSITION
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (c) REMUNERATION (Cont’d)
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (a) AUDIT COMMITTEE
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D) (b) RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
MEMBERS OF AUDIT COMMITTEE
SECRETARY
TERMS OF REFERENCE
MEETINGS AND MINUTES
AUDIT COMMITTEE REPORT
MEETINGS AND MINUTES (CONT’D) Meetings
SUMMARY OF ACTIVITIES
SUMMARY OF ACTIVITIES (CONT’D) b. Financial Reporting
SUMMARY OF ACTIVITIES (CONT’D)
CG PRACTICES
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
INTRODUCTION
BOARD’S RESPONSIBILITY
RISK MANAGEMENT FRAMEWORK
INTERNAL CONTROL
INTERNAL CONTROL (CONT’D)
REVIEW BY THE EXTERNAL AUDITORS
CONCLUSION
ADDITIONAL COMPLIANCE INFORMATION
STATEMENT OF DIRECTORS’ RESPONSIbILITy IN RELATION TO THE FINANCIAL STATEMENTS
StAteMeNtS
The directors present their report and the audited financial statements of the Group and the Company for the year ended 31 March 2021.
PRINCIPAL ACTIVITIES
RESULTS
RESERVES AND PROVISIONS
ISSUE OF SHARES AND DEBENTURES
DIRECTORS’
REPORT
INDEMNIFYING DIRECTORS, OFFICERS OR AUDITORS
DIRECTORS
SHARE ISSUANCE SCHEME
DIRECTORS’ INTEREST
DIRECTORS’ BENEFITS
OTHER STATUTORY INFORMATION
SIGNIFICANT EVENTS DURING AND AFTER THE REPORTING DATE
AUDITORS
INDEPENDENT
AUDITORS’ REPORT
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS Opinion
INDEPENDENT AUDITORS’ REPORT
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONT’D)
Therefore, we defined the book value of tangible fixed assets as a key audit issue, as the revaluation will be performed at the end of the reporting date. We took into account the competence, ability and objectivity of the independent evaluators engaged by the management. We also learned about the methodology adopted by independent appraisers and management in assessing the fair value of tangible fixed assets.
As part of our evaluation of the fair values of property, plant and equipment, we reviewed the valuation report prepared by the independent appraisers and spoke with management to understand the property-related data used as input to the valuation model.
INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORS’ REPORT THEREON The directors of the Company are responsible for the other information. The other information comprises the
Valuation of property, plant and equipment Our audit work in this area includes the book value of real estate as of March 31, 2021. In the current financial year, the Group engaged independent appraisers to determine the fair value of the tangible fixed assets on the balance sheet date. Fair value is determined on the basis of market-based evidence through a valuation carried out by professional appraisers and using a high degree of judgment.
INFORMATION OTHER THAN THE ACCOUNTING STATEMENTS AND THE AUDIT REPORT THEREON Other information is the responsibility of the directors of the company.
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS (CONT’D)
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
OTHER MATTERS
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
STATEMENT OF FINANCIAL POSITION
STATEMENT OF
FINANCIAL POSITION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Diluted earnings are not presented per share, as there are no potential dilutive ordinary shares at the end of the financial year.
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITy
CHANGES IN EQUITy
CONSOLIDATED STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
NOTES TO
THE FINANCIAL STATEMENTS
GENERAL INFORMATION
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS 1 Statement of Compliance
NOTES TO THE FINANCIAL STATEMENTS
BASIS OF PREPARATION (CONT’D) 1 Statement of Compliance (Cont’d)
BASIS OF PREPARATION (CONT’D) 2 Basis of Measurement
- Functional and Presentation Currency
- Use of Estimates and Judgments
BASIS OF PREPARATION (CONT’D)
- Use of Estimates and Judgments (Cont’d) (c) Measurement of Income Taxes
- Use of Estimates and Judgments (Cont’d) Significant management judgement
The following are significant management judgments in the application of the Group's accounting policies that have a significant effect on the financial statements. To distinguish each phase of the research-type project from the development phase, it is the Group's accounting policy to also require a detailed forecast of the sales or cost savings expected to be generated by the intangible asset. The forecast is included in the Group's overall budget forecast when capitalization of development costs begins.
The Group's management also monitors whether the accountability requirements for development costs are still met.
SIGNIFICANT ACCOUNTING POLICIES 1 Equity Instruments
- Basis of Consolidation
Initial capitalization of costs is based on management's judgment that ingredient uses, processes and economic feasibility are confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalized, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits. Development costs are recognized as an asset when all the criteria are met, while research costs are incurred as expenses.
This ensures that management accounting, impairment testing procedures and accounting for internally generated intangible assets are based on the same data.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2 Basis of Consolidation (Cont’d)
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 3 Subsidiary Companies
- Associates
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
- Intangible Assets (a) Goodwill
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 6 Property, Plant and Equipment
- Investment Property
- Income Taxes (a) Current tax
- Income Taxes (Cont’d) (b) Deferred tax
- Provision
- Cash and Cash Equivalents
Current tax assets and liabilities are measured at the amount expected to be recovered or paid to the tax authorities. Current taxes are recognized in the result, except to the extent that the tax relates to items recognized outside the result, either in other comprehensive income or directly in equity. The carrying amount of deferred tax assets is reviewed on each accounting day and reduced to the extent that it is no longer likely that there will be sufficient taxable income to make it possible to utilize all or part of the deferred tax asset.
Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 11 Biological assets
- Inventories
- Non-current assets held for sale
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 13 Non-current assets held for sale (Cont’d)
- Leases
- Leases (Cont’d)
- Impairment
- Impairment (Cont’d) (b) Non-financial assets
- Employee Benefit Costs (a) Short term benefits
- Employee Benefit Costs (Cont’d) (b) Defined contribution plan
- Foreign Currency Transactions
The assessment of whether the Group and the Company are reasonably certain to exercise such options affects the term of the lease, which significantly affects the amount of the right-of-use asset is reduced to zero. With the exception of trade receivables, a 12-month ECL is recognized in profit or loss on the date of origination or acquisition of the financial asset. At the end of each reporting period, the Group and the Company assess whether there has been a significant increase in the credit risk of a financial asset since its initial recognition or at the end of the previous period.
The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 18 Revenue Recognition
- Financial Instruments
- Financial Instruments (Cont’d) (d) Financial Assets
- Financial Instruments (Cont’d) (f) Fair Value Measurement
- Borrowing Costs
- Contingencies
The Group and the Company recognize a financial asset or a financial liability (including derivative instruments) in the statement of financial position when, and only when, an entity in the Group or the Company is a party to the contractual provisions of the become instrument. The classification is based on the Group's and the Company's business model objective for managing the financial assets and the contractual cash flow characteristics of the financial instruments. A gain or loss is only recognized in profit or loss when the financial asset or financial liability is derecognised or impaired, and through the amortization process of the instrument.
Contingent liabilities and assets are not included in the statements of financial position of the Group and the Company.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 22 Fair Value Measurements
- Segment Information
- Related Parties
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 24 Related Parties (Cont’d)
PRINCIPAL ACTIVITIES
The Group and the Company have leased their facilities, machinery and motor vehicles under the lease agreement.
PROPERTY, PLANT AND EQUIPMENT (CONT’D) Valuation
PROPERTY, PLANT AND EQUIPMENT (CONT’D) Valuation (Cont’d)
INVESTMENT PROPERTIES
INVESTMENT PROPERTIES (CONT’D)
SUBSIDIARY COMPANIES A. INVESTMENT IN SUBSIDIARIES
In 2020, the Company acquired an additional 147,000 ordinary shares in EOF for a total cash consideration of RM1, increasing the Group's effective ownership interest in the said subsidiary from 92.7% to 100%. A summary of the financial information on subsidiaries that have significant intra-group NCI before demerger is as follows:-.
AMOUNT DUE FROM/(TO) SUBSIDIARIES
- ASSOCIATED COMPANY
The amount due from subsidiaries amounting to RM RM is subordinated to financial institutions as securities for credit facilities granted to certain subsidiary companies as disclosed in Note 20.
INVESTMENT IN AN ASSOCIATE
The company has no material contingent liabilities or capital commitments at the reporting date.
AMOUNT DUE FROM/(TO) AN ASSOCIATE
- OTHER INVESTMENTS
- INTANGIBLE ASSETS
- INTANGIBLE ASSETS (CONT’D)
- BIOLOGICAL ASSETS
- BIOLOGICAL ASSETS (CONT’D)
- INVENTORIES
- INVENTORIES (CONT’D)
- TRADE RECEIVABLES
- OTHER RECEIVABLES
- DEPOSITS WITH A LICENSED BANK Group
- CASH AND BANK BALANCES
- NON-CURRENT ASSETS HELD FOR SALE
- NON-CURRENT ASSETS HELD FOR SALE (CONT’D) Impairment assessment of asset held for disposal
- SHARE CAPITAL
- SHARE CAPITAL (CONT’D)
- SHARE CAPITAL (CONT’D) Warrants 2016/2021 (Cont’d)
- RESERVES
- BORROWINGS
- BORROWINGS (CONT’D)
- Lease liabilities
- Term loans
- BORROWINGS (CONT’D) Securities
- OTHER PAYABLES
- DEFERRED TAX LIABILITIES
- DEFERRED TAX LIABILITIES (CONT’D)
- TRADE PAYABLES
- REVENUE
- EMPLOYEE BENEFITS EXPENSES
- TAXATION
- EARNINGS PER ORDINARY SHARE Basic earnings per ordinary share :-
- DIVIDEND
- RELATED PARTY DISCLOSURES Significant Related Party Transactions
- RELATED PARTY DISCLOSURES (CONT’D) Compensation of the key management personnel
- SEGMENTAL REPORTING
- SEGMENTAL REPORTING (CONT’D) Integrated
- FINANCIAL INSTRUMENTS
- FINANCIAL INSTRUMENTS (CONT’D)
- FINANCIAL INSTRUMENTS (CONT’D) (b) Fair Values of Financial Instruments
- FINANCIAL INSTRUMENTS (CONT’D) (d) Classification of Financial Instruments
- CAPITAL COMMITMENT
- CONTINGENT LIABILITIES
The Group and the Company have classified their biological assets measured at fair value within level 3 in the fair value hierarchy. If the estimated expected sales prices for the group's and the company's biological assets had been 5%. The Group's and the Company's exposure to liquidity risk arises primarily as a result of mismatching maturities on financial assets and liabilities.
None of the Group's and the Company's trade receivables that are neither past due nor impaired have been renegotiated during the financial year.
GUARANTEES
MATERIAL OUTSTANDING LITIGATION
MATERIAL OUTSTANDING LITIGATION (CONT’D)
- SIGNIFICANT EVENTS DURING AND AFTER THE REPORTING DATE
- CAPITAL MANAGEMENT
- COMPARATIVE FIGURES
The Group's and the Company's primary objective in managing their capital is to maximize value by optimizing the capital structure and improving capital efficiency, while maintaining an adequate level of liquidity. The Group and the Company strive for a capital structure with an optimal mix of debt and equity to achieve efficient costs of capital with a view to maintaining financial flexibility for their business needs and investing in future growth. The Group and the Company regularly review and manage their capital structure in accordance with changes in economic conditions and its future business plan.
The debt ratio at the end of the accounting period was as follows.
STATUTORy DECLARATION
STATEMENT by DIRECTORS
ANALySIS OF
SHAREHOLDINGS
30 LARGEST SECURITIES ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNT BELONGING TO THE SAME PERSON)
KENANGA NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
UOB KAY HIAN NOMINEES (ASING) SDN. BHD
KENANGA NOMINEES (TEMPATAN) SDN. BHD
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
30 LARGEST SECURITIES ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (CONT’D) (WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNT BELONGING TO THE SAME PERSON)
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
SHAREHOLDINGS DISTRIBUTION SCHEDULE (BASED ON THE RECORD OF DEPOSITORS)
ANALySIS OF SHAREHOLDINGS
LIST OF SUBSTANTIAL SHAREHOLDERS (BASED ON THE REGISTER OF SUBSTANTIAL SHAREHOLDERS) NO. OF SHARES HELD
LIST OF DIRECTORS’ SHAREHOLDINGS (BASED ON THE REGISTER OF DIRECTORS’ SHAREHOLDINGS) NAME OF DIRECTORS
ANALySIS OF WARRANTS HOLDINGS
30 LARGEST WARRANT ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS)
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
TA NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
WARRANTS HOLDINGS
30 LARGEST WARRANT ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (CONT’D) (WITHOUT AGGREGATING WARRANT FROM DIFFERENT WARRANT ACCOUNTS BELONGING TO THE SAME REGISTERED WARRANT
KENANGA NOMINEES (TEMPATAN) SDN. BHD
KENANGA NOMINEES (TEMPATAN) SDN. BHD
LIST OF
TOP TEN PROPERTIES
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY BUSINESS
SPECIAL BUSINESS
This disclosure is made in the annual report on the breakdown of the total value of all transactions carried out pursuant to the proposed renewal of the mandate of the existing shareholders during the financial year based on the following information:-. AND THAT the Directors of the Company are hereby authorized to complete and perform all such acts and things as they shall deem fit or necessary to give effect to this Ordinary Resolution.” THAT the directors are authorized in accordance with sections 75 and 76 of the CA 2016 and subject to the approval of the relevant governmental and/or regulatory authorities to issue and allot shares in the company from time to time and on such terms and conditions and for such purposes as the directors think fit, provided always that the total number of shares issued pursuant to this resolution shall not exceed twenty percent (20%) of the total number of issued shares of the Company that are currently to be used. until 31 December 2021 as authorized by Bursa Securities pursuant to Bursa Malaysia Berhad's letter dated 16 April 2020 to grant additional provisional measures to listed issuers and thereafter not exceeding ten percent (10%) of the total of the number of issued shares of the company for the time of issue and such authorization pursuant to this resolution shall remain in effect until the conclusion of the 38th general meeting or when required by law, whichever occurs first, AND THAT the directors are authorized to obtain approval for the listing and listing of additional shares issued on Bursa Securities.".
To carry out any other business for which due notice must be given in accordance with the company's articles of association and/or CA 2016.
NOTICE OF
ANNUAL GENERAL MEETING
A proxy may, but need not, be a member and there shall be no limitation as to the qualification of the proxy. This authorization will, unless it is revoked or changed by the Company's general meeting, expire at the Company's next general meeting. Refer to section 2.4 of the circular to shareholders of 30 July 2021 for more information.
The proposed ordinary resolution 8 is proposed for the purpose of renewing the general mandate for the issuance of shares by the Company according to articles 75 and 76 of CA 2016.
LAY HONG BERHAD
A member of the company who has the right to participate and vote has the right to appoint another person as his proxy, who exercises all or some of his rights to participate, participate, speak and vote instead. A member of the company may appoint a maximum of two (2) proxies to attend the general meeting, provided that the member determines the proportion of members' shares represented by each proxy, otherwise the appointments are invalid. If a member is an authorized agent as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint at least one agent for each securities account it holds with ordinary shares of the company in the credit of the said securities account. .
Where a member of the Company is an authorized exempt nominee who holds common shares in the Company for multiple beneficial owners in a securities account ("omnibus account"), there shall be no limit on the number of proxies that the exempt authorized nominee may assign in respect of any omnibus account it maintains.
ANNUAL REPORT