Dato' Seri Md Kamal Bin Bilal Chairman of the Board of Borneo Aqua Harvest Berhad. He participated in two (2) out of four (4) board meetings in the company held in the financial year.
BOARD OF DIRECTORS
- Responsibility of the Board of Directors
- Board Composition and Balance
- Board Composition and Balance (continued)
- Appointments and Re-elections of Directors
- Committee of Directors
The board thus works to ensure full compliance with the code's principles and best practice. The board's commitment is reflected in the incorporation of various policies and the establishment of the relevant committees.
BOARD OF DIRECTORS (continued) 4 Committee of Directors (continued)
- Board Meeting
- Supply of Information
- Number of Directorship in Other Companies
- Directors’ Training
The Board meets regularly on a quarterly basis to control and monitor the development of the Group. The agenda for each Board meeting is circulated to all Directors for perusal well in advance of the Board meeting date.
CORPORATE DISCLOSURE
The board established a gender diversity policy and the goal of having at least one woman on the board was achieved.
SHAREHOLDERS AND INVESTORS RELATION
SUSTAINABILITY POLICY
ACCOUNTABILITY AND AUDIT (i) Financial Reporting
STATEMENT OF DIRECTORS’ RESPONSIBILITY FOR PREPARING THE FINANCIAL STATEMENTS
Dato‘ Seri Md Kamal Bin Bilal (Independent Non-Executive Chairman) YB Mejar (K) Datuk Samsudin Bin Yahya (Independent Non-Executive Director). The composition of the Audit Committee must meet the following requirements: The Audit Committee must consist of not less than 3 members;. All audit committee members must be non-executive directors, with a majority of them being independent directors. The members of the Audit Committee elect a chairman, who will be an independent director from among their members. At least one member of the Audit Committee:. i) Must be a member of the Malaysian Institute of Accountants; or. ii) If he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) years of work experience and have passed the examinations as specified in part I of the 1st Schedule of the Accountants Act 1967 or a is a member. of one (1) of the associations of accountants specified in Part II of the said Schedule;. iii) A person who has met such other requirements as prescribed or approved by Bursa Securities.
FUNCTIONS
AUTHORITY
QUORUM AND ATTENDANCE OF MEETINGS
FREQUENCY AND PROCEDURES OF MEETINGS
FREQUENCY AND PROCEDURES OF MEETINGS (continued)
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
INTERNAL AUDIT FUNCTION
ALLOCATION OF EMPLOYEES’ SHARE OPTION SCHEME (“ESOS”) OPTIONS
The Audit Committee reviews internal control issues identified by management and evaluates the effectiveness of the Group's risk management and internal control system. The declaration on risk management and internal control has been submitted in accordance with the board resolution of 28 May 2013.
Share Buy-back
Options, Warrant or Convertible Securities
Utilisations of Proceeds
American Depository Receipt (ADR) or Global Depository Receipt (GDR) The Company did not sponsor any ADR or GDR programme during the financial year
Imposition of Sanctions and/or Penalties
Non-audit Fees
Profit Forecast
Profit Guarantee
Recurrent Related Party Transactions of Revenue or Trading Nature
Contract Relating to Loan by the Company There was no contract relating to loan by the Company
Revaluation Policy
Material Contract
Corporate Social Responsibility
Financial
Statements
Basis of preparation
Consequently, the adoption of the IFRS framework by transitioning entities will be mandatory for annual periods beginning on or after 1 January 2014. The Group and the Company expect to be able to fully comply with the requirements of the IFRS framework in the financial area by closed March 31, 2015.
Basis of preparation (continued)
Notes to the Financial Statements. b) Standards issued but not yet effective (continued). The Group and the Company plan to apply the aforementioned standards and interpretations:. from the annual period beginning on April 1, 2013 for those standards, amendments and interpretations that will be effective for annual periods beginning on or after April 1, 2013. from the annual period beginning on April 1, 2014 for those standards, amendments and interpretations that will be effective for annual periods beginning on or after April 1, 2014. from annual periods beginning on April 1, 2015 for those standards, amendments and interpretations that will be effective for annual periods beginning on or after April 1 2015. c) Critical accounting, evaluations and judgments. Estimates and judgments are continually evaluated by directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Estimates and judgments that affect the application of accounting policies and disclosures of the Group and the Company and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below: i) Depreciation of long-term material assets. Estimates of residual values, useful lives and related depreciation charges for property, plant and equipment are based on commercial factors which may change significantly as a result of technical innovations and the actions of competitors in response to market conditions. The Group and the Company anticipate that the residual values of their property, plant and equipment will be immaterial. As a result, the remaining values are not taken into consideration for the calculation of the depreciable amount. Management estimates the useful lives of property, plant and machinery to be between 5 and 15 years. These are common lifespans applied in the aquaculture industry. Changes in the expected level of use and technological development may affect the useful economic lives and residual values of these assets, therefore future depreciation charges may be revised. There are some transactions and calculations for which the final tax assessment may differ from the initial assessment. The Group and the Company recognize tax liabilities based on their understanding of prevailing tax laws and estimates of whether such taxes will be payable in the ordinary course of business. When the final outcome of these matters is different from the amounts that were initially recognized, such change will affect income tax and deferred tax provisions in the year in which such determination is made. iii) Deferred tax assets and liabilities. Deferred tax implications arising from changes in corporate income tax rates are measured by reference to the estimated realization and settlement of temporary differences in future periods in which the tax rates are expected to apply, based on enacted tax rates or approved in substance. on the reporting date. While management's estimates of the realization and settlement of temporary differences are based on information available at the reporting date, changes in business strategy, future operating performance and other factors could potentially affect the actual timing and amount of temporary differences . realized and decided. Any difference between the actual amount and the estimated amount will be recognized in the Statements of Comprehensive Income in the period in which the actual realization and settlement occurs. c) Critical accounting estimates and judgments (continued) (iv) Depreciation of birds. The cost of the birds is fairly estimated over their useful economic life of the respective fish species. Management estimates that the expected life of economic egg production will be within 8 to 10 years. Changes in these estimated economic lives of egg production may affect future depreciation charges. v) Depreciation of non-financial assets. When the recoverable amount of an asset is determined based on an estimate of the value in use of the cash-generating unit to which the asset is allocated, management is required to make an estimate of the expected future cash flows from the cash assets. -generating unit and also apply an appropriate discount rate to determine the present value of these cash flows. vi) Depreciation of commercial and non-commercial receivables. An impairment loss is recognized when there is objective evidence that a financial asset is impaired. Management specifically reviews the financial assets of loans and receivables and analyzes historical bad debts, customer concentrations, customer credit status, current economic trends and changes in customer payment terms when making a judgment to assess the adequacy of the provision for impairment losses. When there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimate, such change will affect the carrying value of the receivable. Fish and livestock fish are recorded at the lower of cost and net realizable value. Cost includes cost of eggs, direct labor, feed and applicable overhead. The net realizable value of livestock depends on many variables which are evaluated at the end of the year. These estimates include, among other things, quantities available, future mortality that may arise from disease, predation, and other causes, anticipated future costs of harvesting, expected growth of fish, and fluctuating market prices. sales. Management expects to realize a gross profit on the final sale of existing cattle. However, the uncertainties inherent in valuations can have a material effect on the carrying value of livestock and ultimately on future net income. viii) Fair value estimates for some financial assets and liabilities. The Group and the Company carry certain financial assets and liabilities at fair value, which require extensive use of accounting estimates and judgment.
Significant accounting policies
While significant components of fair value measurement were determined using verifiable objective evidence, the magnitude of changes in fair value would vary if the Group and the Company use different valuation methods. Any change in the fair value of these assets and liabilities will affect profit and/or equity.
Significant accounting policies (continued)
After initial recognition, financial guarantee contracts are recognized as income in profit or loss over the term of the guarantee. Contingent liabilities and assets are not recognized in the Group's statements of financial position.
Revenue
Interest income
Other operating income
Finance costs
Employee benefits expense
Employee benefits expense (continued)
An amount of RM no options granted) was recharged at the subsidiaries benefiting from the services of the employees.
Directors’ remuneration
Income tax expense
Basic amount (loss)/earnings per share is calculated by dividing (loss)/profit for the financial year, excluding tax, attributable to the company's owners by the weighted average number of outstanding ordinary shares in the financial year. Loss)/Profit after tax attributed to. Amount for diluted earnings per per share is calculated by dividing (loss)/profit for the financial year, excluding tax, attributable to the company's owners by the weighted average number of ordinary shares outstanding in the financial year after adjustment for the effects of all dilutive potential ordinary shares. Loss)/Profit after tax attributed to.
Property, plant and equipment (continued)
The group has received permission from the relevant authorities to undertake fish farming activities in the sea front of Pulau Palak. However, written approval from the relevant authorities to undertake fish breeding, stickleback and fish farming activities in the sea front of Pulau Saga and Pulau Silam is in the final stages of being obtained.
Land use rights
Intangible asset
Intangible asset (continued)
Investments in subsidiary companies
Biological assets
Biological assets (continued)
Trade and non-trade receivables
Trade and non-trade receivables (continued)
Inventories
Amounts due from subsidiary companies
Cash and bank balances
Share capital and share premium
Other reserve
Other reserve (continued)
Loans and borrowings
Loans and borrowings (continued)
Trade and non-trade payables
Deferred income
Deferred tax liabilities
Acquisition of property, plant and equipment
Cash and cash equivalents
Significant related party transactions
Financial guarantees
Capital commitments
Fair value of financial instruments
Fair value of financial instruments (continued)
Financial risk management objectives and policies
Financial risk management objectives and policies (continued)
The Group is exposed to currency translation risk arising from its net investment in a Hong Kong subsidiary. The Group is also exposed to foreign exchange risk on transactions and balances denominated in currencies other than Ringgit Malaysia (RM).
Capital management
Segment information
Segment information (continued)
Comparative figures
Significant events and subsequent events
Supplementary financial information on the breakdown of realised and unrealised profits or losses
Supplementary financial information on the breakdown of realised and unrealised profits or losses (continued)
Existing Use Owner as on 31 (Year)/ Date Estimated. March 2013 CF Status of Rent Total Built Up. Airport Road, Aquaculture Land Plenty of rental land. District of Sandakan, which is currently Harvest expired. Kampung Sungai Kayu, aquaculture land Abundant rental land. District of Sandakan, which is currently Harvest expired. Kampung Sungai Kayu, aquaculture land Datuk Lo Fui 30 years. District of Sandakan, which currently expires Ming. Kampung Sungai Kayu, aquaculture land Abundant rental land. District of Sandakan, which is currently Harvest expired. Kampung Sungai Kayu, aquaculture land Abundant rental land. District of Sandakan, which is currently Harvest expired. Kampung Sungai Kayu, aquaculture land Abundant rental land. District of Sandakan, which is currently Harvest expired. Plot 4, Block E, 4-storey shophouse Full freehold. Bandar Nam Tung, which is currently expiring Harvest. Terusan, Aquaculture Country Datuk Lo Fui 30 years. District of Lahad Datu, which currently expires Ming. Kampung Sungai Kayu, aquaculture land Jalini Bte 30 years. Distric of Sandakan, which currently falls on Intang. Classes of shares : Ordinary Shares of 10 sen each fully paid Voting rights : One vote per share. ANALYSIS BY SIZE OF THE SHARES AS ON 5 JULY 2013. WITHOUT AGGREGATION OF SECURITIES FROM DIFFERENT SECURITIES ACCOUNTS BELONGING TO THE SAME PERSON). NOTE : * - LESS THAN 5% OF EXTENDED SHARES. 5% AND FARMER OF EXTENDED SHARES. LIST OF DIRECTORS' SHAREHOLDINGS ACCORDING TO THE REGISTER OF DIRECTORS' SHAREHOLDINGS AS ON 5 JULY 2013. 1) Deemed interest by virtue of his child's interest in terms of Section 134 of the Companies Act, 1965. LIST OF OPTION DIRECTORS. OF DIRECTORS' OPTIONS RETAINED AS ON JULY 5, 2013. Name of Director Direct % Indirect %. 1) Deemed interest by virtue of his child's interest in terms of Section 134 of the Companies Act, 1965.
LARGEST SECURITIES ACCOUNT SHAERHOLDERS AS AT 5 JULY 2013
This authorization, unless revoked or amended by the Company at a general meeting, shall terminate at the next Annual General Meeting of the Company. As of the date of this Notice, a total of new shares in the Company were issued pursuant to the authority granted to the directors at the Eighth Annual General Meeting held on August 29, 2012 through a private placement on April 24, 2013 and May 20, 2013 and the authority said will end at the conclusion of the Ninth Annual General Meeting.
