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Cypark Resources Berhad (CRB) -Annual Report 2012 - Malaysian Agricultural Repository

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We are proud to note that the Integrated Renewable Energy Park in Pajam, Negeri Sembilan has received accolades from the Malaysian Book of Records as the largest grid connected solar park in Malaysia. Official site visit by Menteri Besar Negeri Sembilan to Integrated Renewable Energy Park (IREP - Pajam) at Pajam, Negeri Sembilan. Prime Minister of Malaysia YAB Dato’. Seri Najib Razak officially launched - Integrated Renewable Energy Park. IREP - Pajam) in Pajam Negeri Sembilan.

CORPORATE MILESTONES

JUNE

OCTOBER

SEPTEMBER

CHAIRMAN’S STATEMENT

Tan Sri Razali bin Ismail

RENEWABLES

HAVE GONE MAINSTREAM A RENEWABLE ENERGY

It is the practical issues surrounding the development and deployment of renewable energy that now pose the urgent questions. Based on our environmental focus, the Group had the unique opportunity to create a core theme, choosing renewable energy education, as the foundation on which we would carry out our corporate responsibility activities.

AWARDS & ACCOLADES

BOARD OF DIRECTORS

Encik Daud bin Ahmad, a Malaysian, aged 47, was appointed to the Board on 1 October 2006 and is one of the co-founder of Cypark Sdn. Encik Daud has attended seven (7) out of the seven (7) Board of Directors’ Meetings held during the financial year ended 31 October 2012.

BOARD OF DIRECTORS’ PROFILE

He was appointed by the board as chairman of the risk management committee and member of the remuneration committee on 19 September 2012. He was appointed by the board as a member of the audit committee, the nomination committee and the risk management committee on 1 August 2012.

Commitment to overall sustainability is a VALUE INHERENT AT CYPARK

CORPORATE RESPONSIBILITY

RENEWABLE ENERGY EDUCATIONAL AWARENESS CAMPAIGN

ADOPT-A-SCHOOL PILOT PROJECTThe local population,

THE MAIN BENEFICIARY

SOLAR CENTER OF EXCELLENCE

STAKEHOLDERS ENGAGEMENT Community Engagement

Conference / Seminar

Employee Engagement

Internal talent,

A TACTICAL BUSINESS STRATEGYEnvironmental protection,

A SHARED OBJECTIVE

SOLAR PV INDUSTRY ALLIANCE (SPINAL)

ENVIRONMENTAL COMMITMENT IN BUSINESS ACTIVITIES

Commitment to VALUE CREATION

Technological innovation

PROMOTES ENVIRONMENTAL MANAGEMENT

ENVIRONMENTAL & ECONOMIC TRANSFORMATION

KUALA PERLIS, PERLIS)

Economic Transformation Environmental Transformation

RIMBA TERJUN, JOHOR)

BUKIT PALONG, NEGERI SEMBILAN)

PRE-CLOSURE POST-CLOSURE

PAJAM, NEGERI SEMBILAN)

CORPORATE GOVERNANCE STATEMENT

The Board's presence in the financial year ended 31 October 2012 was as follows:-. Determining remuneration for ordinary board members is a matter for the board as a whole.

AUDIT COMMITTEE REPORT

The meeting will normally be attended by the members of the Committee and the Group Financial Controller, who is primarily charged with the duties, functions and responsibilities of the Group’s finance. The presence of the external auditors will be requested, if required and the external auditors may also request a meeting if they consider it necessary.

STATEMENT OF INTERNAL CONTROL

The results of the internal audit review and recommendations for improvement are presented to the Audit Committee at their quarterly meetings. The Board is of the opinion that the existing internal control system is adequate to achieve the Group's objectives.

OTHER COMPLIANCE INFORMATION

Non-Executive Directors are not entitled to the ESOS pursuant to the By-Laws of the ESOS. The objectives of the activities undertaken are to educate stakeholders on the importance of renewable energy and its contribution towards ensuring a sustainable environment.

STATEMENT OF DIRECTORS’ RESPONSIBILITY

FINANCIAL STATEMENTS

DIRECTORS’ REPORT

The main features and other terms of ESOS are disclosed in Note 29 to the financial statements. Details of all options to subscribe for ordinary shares of the Company pursuant to ESOS as at 31 October 2012 are as follows:-.

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

INDEPENDENT AUDITORS’ REPORT

The directors are responsible for the preparation of supplementary information in accordance with the Guide on Special Issues No. This report is made only to the members of the Company, as a body, in accordance with section 174 of the Companies Act, 1965 in Malaysia and for no other purpose.

STATEMENTS OF COMPREHENSIVE INCOME

Earnings per share from continuing operations attributable to the owners of the parent company (sen per share). Loss per share from discontinued operations attributable to the owners of the parent company (sen per share).

STATEMENTS OF FINANCIAL POSITION

The attached accounting policies and explanations are an integral part of the financial statements.

STATEMENTS OF CHANGES IN EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

Corporate information

Summary of significant accounting policies 1 Basis of preparation

  • Changes in accounting policies

Summary of significant accounting policies (cont’d) 2 Changes in accounting policies (cont’d)

  • Malaysian Financial Reporting Standards

Summary of significant accounting policies (cont’d) 3 Malaysian Financial Reporting Standards (cont’d)

  • Basis of consolidation

Summary of significant accounting policies (cont’d) 4 Basis of consolidation (cont’d)

  • Foreign currency

Summary of significant accounting policies (cont’d) 5 Foreign currency (cont’d)

  • Plant and equipment

Summary of significant accounting policies (cont’d) 6 Plant and equipment (cont’d)

  • Intangible assets (a) Goodwill

Summary of significant accounting policies (cont’d) 8 Impairment of non-financial assets

  • Subsidiaries
  • Financial assets

Summary of significant accounting policies (cont’d) 10 Financial assets (cont’d)

  • Impairment of financial assets

Summary of significant accounting policies (continued) 2.10 Financial assets (continued) 2.10 Financial assets (continued). d) Financial assets available for sale. Available-for-sale financial assets are financial assets that are designated as available for sale or are not classified in any of the three previous categories. After initial recognition, available-for-sale financial assets are measured at fair value. All gains or losses from changes in the fair value of financial assets are recognized in other comprehensive income, with the exception of impairment losses, gains and losses from exchange rate differences on monetary instruments and interest calculated using the effective interest method are recognized in profit or loss. The cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment when the financial asset is derecognised. Interest income calculated using the effective interest method is recognized in profit or loss. Dividends on an available-for-sale equity instrument are recognized in profit or loss when the group's and the company's right to receive payment is established. Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment losses. Financial assets available for sale are classified as non-current assets unless they are expected to be realized within 12 months after the reporting date. A financial asset is derecognised when the contractual right to cash flows from the asset expires. Upon derecognition of the financial asset in its entirety, the difference between the book value and the sum of the compensation received and any cumulative profit or loss that was recognized in other comprehensive income is recognized in profit or loss. Conventional purchases or sales are purchases or sales of financial assets that require the delivery of the assets within a period generally determined by regulation or convention in the relevant market. All normal purchases and sales of financial assets are recognized or derecognized on the trade date, i.e. the date on which the Group and the Company undertake to purchase or sell the asset. The Group and the Company assess at each reporting date whether there is objective evidence that a financial asset is impaired. a) Business and other receivables and other financial assets measured at amortized cost. In order to determine whether there is objective evidence that an impairment loss has occurred, the group and the company take into account factors such as the probability of insolvency or significant financial difficulties of the debtor and non-payment or significant delay in payments.

Summary of significant accounting policies (cont’d) 11 Impairment of financial assets (cont’d)

Summary of significant accounting policies (cont’d) 12 Cash and cash equivalents

  • Development costs
  • Provisions
  • Financial liabilities

Summary of significant accounting policies (cont’d) 15 Financial liabilities (cont’d)

  • Financial guarantee contracts

Summary of significant accounting policies (cont’d) 16 Financial guarantee contracts (cont’d)

  • Borrowing costs
  • Employee benefits

Summary of significant accounting policies (cont’d) 19 Leases

  • Discontinued operation
  • Revenue

Summary of significant accounting policies (cont’d) 21 Revenue (cont’d)

  • Income taxes (a) Current tax

Summary of significant accounting policies (cont’d) 22 Income taxes (cont’d)

  • Segment reporting
  • Share capital and share issuance expenses

Summary of significant accounting policies (cont’d) 25 Contingencies

Significant accounting judgements and estimates 1 Judgements made in applying accounting policies

  • Key sources of estimation uncertainty

Significant accounting judgements and estimates (cont’d) 2 Key sources of estimation uncertainty (cont’d)

Revenue

Cost of sales

Finance costs

Profit before tax from continuing operations

Profit before tax from continuing operations (cont’d)

Directors’ remuneration

Directors’ remuneration (cont’d)

Income tax expense

Income tax expense (cont’d)

Discontinued operation

Discontinued operation (cont’d)

Less: Cash and cash equivalents of a divested subsidiary (29,059) Net cash flows on disposal of a subsidiary 430,941.

Earnings per share

Earnings per share (cont’d)

Machines, Office furniture Equipment Computer Capital and land and Engine and built-in equipment renovation of vehicles peripheral equipment Installation progress Total Group RM RM RM RM RM RM RM RM RM.

Plant and equipment (cont’d)

Plant and equipment (cont’d) Assets held under finance lease

Development costs

Intangible assets

Investment in subsidiaries

Investment in subsidiaries (cont’d)

Investment in subsidiaries (cont’d) (a) Acquisition of subsidiaries

Deferred tax

Deferred tax (cont’d)

Trade and other receivables

Trade and other receivables (cont’d)

Trade and other receivables (cont’d) (a) Trade receivables (cont’d)

Receivables from sales that are individually assessed to be impaired on the balance sheet date relate to debtors who have defaulted on payments.

Other current assets

Cash and bank balances

Cash and bank balances (cont’d)

Provisions

Provisions (cont’d)

Loans and borrowings

Loans and borrowings (cont’d)

Trade and other payables

Share capital and share premium

Foreign currency translation reserve

Foreign statutory reserve

Reverse acquisition reserve

Employee share option reserve

Retained earnings

Employee share option plans

Employee share option plans (cont’d)

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which is not necessarily the actual outcome.

Related party transactions

Related party transactions (cont’d)

Commitments

Commitments (cont’d)

Contingent liabilities

Fair value of financial instruments

Fair value of financial instruments (cont’d)

Financial risk management objectives and policies

Financial risk management objectives and policies (cont’d) (a) Credit risk (cont’d)

Financial risk management objectives and policies (cont’d) (b) Liquidity risk (cont’d)

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s financial instruments will fluctuate because of changes in market interest rates. The Group’s and the Company’s exposure to interest rate risk arises primarily from their loans and borrowings.

Financial risk management objectives and policies (cont’d) (c) Interest rate risk (cont’d)

Capital management

Capital management (cont’d)

Segment information

Segment information (cont’d)

The following items are added to/(deducted from) segment liabilities to arrive at total liabilities reported in the statements of financial position:. The Group comprises the following business segments:. i) Landscaping Provision of landscape services for public parks, public amenities and other. ii) Maintenance Maintenance of landscape services for public parks, public amenities and other landscape developments; and. iii) Environmental Provision of nature conservation and environmental amelioration for Engineering customers and offer environmental engineering and integrated turnkey contract services, management services, planning and design services;. iv) Renewable Sale of electricity generated from the renewable energy park. The following details relates to major customers with revenue equal or more than 10% of the Group’s total revenue and all these revenue arose from the sales by the environmental engineering segment:-.

Dividends

Significant event

Subsequent events

Comparatives

Supplementary information – breakdown of retained profits into realised and unrealised

ANALYSIS OF SHAREHOLDINGS

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTION NO. 1

THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature for the Company and/or its subsidiaries to enter into and to give effect to the category of the recurrent related party transactions of a revenue or trading nature from time to time with the Related Party as specified in Section 1.4 of the Circular/Statement to Shareholders dated 26 March 2013 provided that such transactions are:-. i) recurrent transactions of a revenue or trading nature;. ii) necessary for the Company’s day-to-day operations;. iii) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and. iv) not to the detriment of minority shareholders (the “Proposed Shareholders’ Mandate”);. THAT the authority for the Proposed Shareholders’ Mandate shall continue to be in force until the earlier of:-. i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse unless the authority is renewed by a resolution passed at the next Annual General Meeting;. ii) the expiration of the period within which the next Annual General Meeting is to be held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) but must not extend to such extension as may be allowed pursuant to Section 143(2) of the Act; or. iii) is revoked or varied by resolution passed by the shareholders in a general meeting before the next Annual General Meeting;. AND FURTHER THAT the Directors of the Company be authorised to complete and do all such acts and things (including executing all such documents as may be required), as they may consider expedient or necessary to give effect to the Proposed Ratification and Proposed Shareholders’ Mandate.”.

ORDINARY RESOLUTION NO. 2

AND THAT such authority shall commence immediately upon the passing of this Ordinary Resolution and until the conclusion of the next Annual General Meeting (“AGM”) of the Company or the expiry of the period within which the next AGM is required by law to be held unless revoked or varied by Ordinary Resolution in the general meeting of the Company but so as not to prejudice the completion of a purchase made before such expiry date, in any event in accordance with the provisions of Bursa Securities Main Market Listing Requirements and any other relevant authorities. AND THAT authority be and is hereby given to the Directors of the Company to decide in their absolute discretion to retain the ordinary shares in the Company so purchased by the Company as Treasury Shares and/or to cancel them and/or to resell them and/or to distribute them as share dividends in such manner as may be permitted and prescribed by the provisions of the Bursa Securities Main Market Listing Requirements and any other relevant authorities.

ORDINARY RESOLUTION NO. 3

A shareholder of the Company who is entitled to attend and vote at the Meeting has the right to appoint one (1) or more proxies to attend the Meeting and vote in his place. 2 A shareholder of the Company who is entitled to attend and vote at the Meeting has the right to appoint one (1) or more proxies to attend the Meeting and vote in his place.

Contact Information

ANNUAL REPORT

POWERING

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