The board is satisfied with the company's strategic plan as presented by the chairman. During such meetings, the board actively participated in the discussion of the company's results.
CORPORATE GOVERNANCE STATEMENT
- Formalise ethical standards through code of conduct and ensure its compliance
- Procedures to allow Directors access to information and advice
- Ensure Board is supported by suitably qualifi ed and competent Company Secretaries
- Formalise periodically review and make public the Board Charter
- Strengthen composition
- Establish a Nomination Committee comprising exclusively non-executive directors, with majority independent The composition of the Nomination Committee comprises exclusively Non-Executive Directors with a majority of
- Nomination Committee should develop, maintain and review criteria for recruitment process and annual assessment of directors
- Nomination Committee should develop, maintain and review criteria for recruitment process and annual assessment of directors cont’d
- Board should establish formal and transparent remuneration policies and procedures to attract and retain directors The composition of the Remuneration Committee comprises a majority of Independent Directors. The Remuneration
- Board should establish formal and transparent remuneration policies and procedures to attract and retain directors cont’d
- Reinforce independence
- Board should undertake an assessment of its independent directors annually
- Must justify and seek shareholders’ approval in retaining independent directors (serving more than 9 years) This section is not applicable to the Company in view of section 3.2 above
- Positions of Chairman and Chief Executive Offi cer to be held by different individuals
- Board must comprise a majority of independent directors if Chairman is not an independent director Not applicable in view of 3.4 above
- Foster commitment
- Board should set expectations on time commitment for its members and protocols for accepting new directorships The Board on an annual basis would agree on the meeting dates for the whole year so that each member of the Board
- Board should set expectations on time commitment for its members and protocols for accepting new directorships cont’d
- Board should ensure members have access to appropriate continuing education programme
- Uphold integrity in fi nancial reporting
- Audit Committee should ensure fi nancial statements comply with applicable fi nancial reporting standards
- Uphold integrity in fi nancial reporting cont’d
- Audit Committee should have policies and procedures to assess suitability and independence of external auditors The Audit Committee has in place an assessment of the External Auditors and would assess them on an annual basis
- Recognise and manage risks
- Board should establish a sound framework to manage risks
- Board should establish an internal audit function which reports directly to Audit Committee
- Ensure timely and high quality disclosure
- Ensure Company has appropriate disclosure policies and procedures
- Encourage Company to leverage on information technology for effective dissemination of information
- Strengthen relationship between Company and shareholders
- Take reasonable steps to encourage shareholder participation at general meetings
- Board should encourage poll voting
- Board should promote effective communication and proactive engagements with shareholders
The Board has also established a guideline for the acceptance of new director positions by Board members. The attendance record of the Board for the financial year ended 31 January 2013 is presented below:-.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
- BOARD RESPONSIBILITY
- KEY ELEMENTS OF INTERNAL CONTROL SYSTEM
- RISK MANAGEMENT FRAMEWORK
- COMMUNICATION & WEAKNESSES IN INTERNAL CONTROLS
- REVIEW OF EXTERNAL AUDITORS
- CONCLUSION
Information is necessary so that the board can handle the internal control responsibility to support the achievement of the group's goals. The board has assessed the effectiveness, adequacy and integrity of the internal control system in operation during the financial year.
OTHER COMPLIANCE INFORMATION
- SHARE BUY BACKS
- OPTIONS, WARRANTS OR CONVERTIBLES SECURITIES
- DEPOSITORY RECEIPT (“DR”)
- IMPOSITION OF SANCTIONS AND/OR PENALTY
- SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
- NON-AUDIT FEES
- VARIATION IN RESULTS BETWEEN AUDITED AND UNAUDITED RESULTS
- PROFIT GUARANTEE
- MATERIAL CONTRACTS
- RECURRENT RELATED PARTY TRANSACTIONS
- REVALUATION POLICY
- PROPERTIES
- UTILISATION OF PROCEEDS
During the financial year, there was no profit guarantee issued or received by the Company. During the financial year, the Company has not entered into any recurring transactions with related parties of a revenue or commercial nature.
AUDIT COMMITTEE REPORT
- COMPOSITION AND MEETINGS
- TERMS OF REFERENCE OF AUDIT COMMITTEE
- SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
- INTERNAL AUDIT FUNCTION
- RIGHTS
- DUTIES AND RESPONSIBILITIES
In the financial year, the board formed an internal audit department, which reports directly to the audit committee. Periodic reports are then submitted to the audit committee on improvements, recommendations and follow-ups.
DIRECTORS’ RESPONSIBILITY STATEMENT ON FINANCIAL STATEMENTS
Review the appointment, resignation, conduct, audit plans, functions and findings of external and internal auditors; Reviewing quarterly results and year-end financial statements, including ensuring that the financial statements comply with applicable financial reporting standards before being approved by the Board of Directors;
DIRECTORS’ REPORT
The other board members who had taken office at the end of the year had no interest in shares in the company during the year. Signed on behalf of the board in accordance with board resolution.
STATEMENT BY DIRECTORS
Pursuant to Section 169(15) of the Companies Act, 1965
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
INDEPENDENT AUDITORS’ REPORT
The additional information set out in Note 35 on page 89 is disclosed to comply with the requirements of Bursa Malaysia Securities Berhad and does not form part of the financial statements. The directors are responsible for the preparation of supplementary information in accordance with the Instruction on Special Issues No.
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
31 January 2013
PRINCIPAL ACTIVITIES AND GENERAL INFORMATION
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
BASIS FOR PREPARING THE FINANCIAL STATEMENTS, continued The financial reporting standards that have been issued and are effective, continued. MFRS 128 Investments in associates and joint ventures (2011) January 1, 2013 IC interpretation 20 Cost reduction in the production phase of an open-pit mine January 1, 2013 Amendments to MFRS 7 Financial instruments: disclosures - Compensation of financial assets and. MFRS 9, Financial Instruments replaces the guidance in MFRS 139 Financial Instruments: Recognition and Measurement relating to the classification and measurement of financial assets.
SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Consolidation
Any gain or loss arising from the derecognition of an asset is recognized in profit or loss. The Group's share in the net profit of the associated company is recognized in the consolidated profit and loss statements. Financial instruments are recognized in the statements of financial position when the Group becomes a party to the contractual provisions of the instruments.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
SIGNIFICANT ACCOUNTING POLICIES continued (p) Employee benefits. i) Short-term earnings of employees. Salaries, paid annual leave, paid sick leave, bonuses and non-monetary benefits are calculated in the period in which the related services are performed by employees of the group. ii) Defined Contribution Plan. Management specifically reviews its financial assets in relation to loans and receivables and analyzes past bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in customer payment terms when assessing the adequacy of impairment loss adjustments. This requires management to estimate the expected future cash flows of the cash-generating unit to which the goodwill is allocated and to apply an appropriate discount rate to determine the present value of those cash flows.
INTANGIBLE ASSETS
INTANGIBLE ASSETS cont’d
INVESTMENT IN SUBSIDIARY COMPANIES
NOTES TO THE FINANCIAL STATEMENTS. NOTES TO THE FINANCIAL STATEMENTS. INVESTMENTS IN SUBSIDIARIES continued The details of the subsidiaries are as follows: Name of the subsidiaries Group's effective ownership interest in the main activities Group's effective ownership interest in the main activities Carrying out technology incubator activities, providing management and strategic consulting services, research-related activities, investment holding and sale of machinery with the aim of commercializing technologies in the bioenergy sectors Engaged in the production and trading of absorbent chemical compounds and other related services as well as trading in fertilizer related products Investment holding company with a focus on microbial technology and propagation system and sales of products related to microbes and plantations . NOTES TO THE FINANCIAL STATEMENTS. INVESTMENTS IN SUBSIDIARIES continued Details of subsidiaries are as follows: continued Name of Subsidiaries Effective Group Ownership Interest in Principal Activities Group Effective Equity in Principal Activities. Nexfuel Investment holding and engineering works and services and supply of machinery for composting and biomass processing. formerly known as Syno Prism Sdn. Bhd.). Subsidiaries of Zymesolutions Asiabio Zyme Engineering Sdn. Zyme Engineering Conducting activities in the field of engineering and services and supply of machines for composting and biomass processing. INVESTMENTS IN SUBSIDIARIES continued Details of subsidiaries are as follows: continued Name of Subsidiaries Effective Group Ownership Interest in Principal Activities Group Effective Equity in Principal Activities. During the financial year, Hexa was reclassified from unlisted equity investments as the Company held a 50% equity plus 1 ordinary share in Hexa.
INVESTMENT IN ASSOCIATED COMPANIES
NOTES TO THE FINANCIAL STATEMENTS. NOTES TO THE FINANCIAL STATEMENTS Providing corporate services and holding investments with a focus on technology and microbial propagation systems. Nexfuel Engaged as investment holding and engineering, procurement and technology delivery for biomass power plant. Subsidiaries of Zymesolutions Asiabio Zyme Systems Sdn Conducting business of providing programmable logic controller, enterprise resource planning system, integrated enterprise resource planning systems e-learning products and training Conducting business in works and services engineering and supply of composting and biomass processing machinery. Nexfuel's subsidiary company Nexfuel Limited Holds technology rights for bio-waste conversion technologies and provides oil engineering, procurement and technology services. NOTES TO THE FINANCIAL STATEMENTS. INVESTMENTS IN ASSOCIATED COMPANIES cont. b) The summarized financial information of related companies is as follows: c) During the financial year Nexfuel Sdn.
OTHER INVESTMENTS
NOTES TO THE FINANCIAL STATEMENTS. INVESTMENTS IN ASSOCIATED COMPANIES cont. b) The summarized financial information of related companies is as follows: c) During the financial year Nexfuel Sdn. The investment in agriculture represents the cultivation of dough in Cambodia using the Group's microbial technology. However, the investment was canceled in the last financial year due to massive floods.
AMOUNT OWING BY/(TO) SUBSIDIARY COMPANIES
INVENTORIES
TRADE RECEIVABLES
OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
SHARE CAPITAL
RESERVES
HIRE PURCHASE PAYABLES
LEASE PAYABLE
TERM LOANS
DEFERRED TAX LIABILITIES
TRADE PAYABLES
OTHER PAYABLES, DEPOSIT AND ACCRUALS
REVENUE
FINANCE COSTS
LOSS BEFORE TAXATION
INCOME TAX EXPENSE
STAFF COSTS
LOSS PER SHARE
ACQUISITION OF SUBSIDIARY COMPANIES
NOTES TO THE FINANCIAL STATEMENTS. NOTES TO THE FINANCIAL STATEMENTS. PURCHASE OF REGULATORY COMPANIES cont. c) The fair value of identifiable assets and liabilities of the acquired subsidiary companies on the purchase dates was:-. Net outflow of monetary funds in the purchase of a subsidiary company d) The purchased subsidiary companies have contributed to the following results for the Group: -.
DERECOGNITION OF SUBSIDIARY COMPANIES
SIGNIFICANT INTER-COMPANIES TRANSACTIONS (a) Identities of related parties
Details of Group and Company directors' remuneration received/receivable for the financial year are as follows:-.
FINANCIAL INSTRUMENTS
The Group and the Company have no listed investments and therefore there is no exposure to price risk. The Group and the Company manage their exposure to credit risk through the application of credit approvals, credit limits and monitoring procedures on an ongoing basis. The aging analysis of the Group's and the Company's trade receivables at the reporting date is as follows:-.
OPERATING SEGMENTS
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD
SUPPLEMENTARY INFORMATION – BREAKDOWN OF ACCUMULATED LOSSES INTO REALISED AND UNREALISED The breakdown of the accumulated losses of the Group and the Company at end of reporting period into realised and
AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS
NOTICE OF ANNUAL GENERAL MEETING
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY (“PROPOSED AMENDMENTS”)
This authorization will expire at the end of the next Annual General Meeting of the Company. Where a member of the Company is an exempt authorized nominee who holds ordinary shares in the Company for multiple beneficial owners in one (1) Securities Account ("omnibus account"), there is no limit to the number of proxies that the exempt authorized nominee may appoint in respect of each omnibus account it holds. A proxy appointed to attend and vote at a meeting of the Company has the same rights as the member to speak at the meeting.
ANALYSIS OF SHAREHOLDINGS
Pledged securities account for Leng Chee Yean (Rem 116-Margin). Incorporated in Malaysia under the Companies Act, 1965). Signature of Shareholder(s)/Common Seal. i) For the purpose of determining a member who shall be entitled to attend this meeting, the Company requests Bursa Malaysia Depository Sdn Bhd in accordance with Article 50(f) of the Articles of Association of the Company to issue a General Meeting Minutes of Depositors as at 18 July 2013. Only the depositor whose name appears in the depositor's protocol per 18 July 2013, is entitled to attend this meeting or appoint proxies to attend and/or vote on his/her behalf. ii) Each member entitled to attend and vote in person may appoint up to two (2) proxies or attorneys or authorized representatives to attend and vote in his place. iii) An agent may, but need not, be a member of the company and need not be a lawyer, a chartered accountant or a person approved by the Registrar of Companies. If a member appoints two (2) proxies, the appointment is invalid unless the member states what proportion of his shareholding is to be represented by each proxy. iv) 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 one (1) proxy for each Securities Account it holds with ordinary shares in the Company standing to the credit of such Securities account. v) Where a member of the Company is an exempt authorized manager who holds ordinary shares in the Company for several beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies that the exempt authorized manager may appoint in respect of to each omnibus account it holds. vi) The document appointing a power of attorney or the power of attorney or other authority, if any, pursuant to which it is signed, or a notarized copy of such power or authority, shall be deposited in the office of the company's registrar. at Level 17 The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur, not less than forty-eight (48) hours before the time of holding the meeting, i.e.
PROXY FORM
Please indicate with an "X" in the space provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific direction, your proxy may vote or abstain as it deems appropriate.
AFFIX STAMP
