At Cypark, we are well positioned to take advantage of the structural growth opportunities presented by the emerging global renewable energy industries. In the market, we will strive to strengthen our position as a leading driver of renewable energy in Malaysia.
BOARD OF DIRECTORS
BOARD OF
DIRECTORS’ PROFILE
SIOW KWANG KHEE Non-Executive Vice Chairman
DAUD BIN AHMAD Group Chief Executive Officer
DATO’ DR FREEZAILAH BIN CHE YEOM Independent Non-Executive Director
HASAN BIN HAJI HAMZAH Independent Non-Executive Director
HEADIR BIN MAHFIDZ Independent Non-Executive Director
RENEWABLE ENERGY PROJECT (PAJAM, NEGERI SEMBILAN)
MOVING FORWARD
COMPANY
The biographical details of the Board members are set out in the Board of Directors section under the heading "Board of Directors' Profile". There is proper balance in the Board with the presence of the three (3) Independent Directors of the necessary caliber.
CORPORATE GOVERNANCE STATEMENT
The Chairman of the Board of Directors is responsible for ensuring that Board members meet regularly throughout the year. Determining the remuneration for non-executive directors is a matter for the Board as a whole.
AUDIT COMMITTEE REPORT
All members of the Audit Committee must be financially literate and at least one (1) member:-. The members of the Audit Committee elect a chairman from among themselves who will be independent.
STATEMENT OF INTERNAL CONTROL
The results of the internal audit review and the recommendations for improvement were presented to the Audit Committee during their quarterly meetings. The Board is of the opinion that the existing system of internal control is sufficient to achieve the Group's objectives.
Share Buyback
Exercise of Options, Warrants or Convertible Securities
Depository Receipt Program
Imposition of Sanctions and or Penalties
Non-Audit Fees
Profit Estimate, Forecast or Projection
Profit Guarantee
Material Contracts Involving Directors’ and Major Shareholders’ Interests
Material Litigations
Revaluation Policy on Landed Property
Related-Party Transactions
OTHER COMPLIANCE INFORMATION
Conflict of Interest
ESOS
Granted to Executive Directors and Chief Executive Officer ended 31 October 2011
Granted to Executive Directors and Senior Management ended 31 October 2011
Corporate Social Responsibility
The Board of Directors is responsible for ensuring that the annual accounts of the Company and the Group give a true and fair view of the affairs of the Company and its Group. The Board of Directors has also ensured that the audited quarterly and annual financial statements of the Company and the Group are released to the Bursa Malaysia Securities Berhad in a timely manner to keep our investing public informed of the Group's latest performance and developments .
STATEMENT OF DIRECTORS’
The Board of Directors is required under paragraph 15.26 (a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad to issue a statement explaining their responsibility for the preparation of the Audited Annual Financial Statements. The Board is responsible for ensuring that the Company maintains accounting records which disclose with reasonable accuracy the financial position of the Company and which enable them to ensure that the financial statements comply with the Companies Act, 1965.
RESPONSIBILITY
The Board's declaration under section 169(15) of the Malaysian Companies Act 1965 is set out in the section headed "Board's Declaration" in the Company's Directors' Report and Audited Accounts for the financial year ended 31 October 2011. The Board has overall responsibility for to take such steps as are reasonably available to them to protect the Company's assets and to prevent and detect fraud and other irregularities.
Financial Statements
41 Statements of Comprehensive Income 42 Statements of Financial Position 43 Statements of Changes in Equity 45 Statements of Cash Flows 47 Notes to the Financial Statements. The Directors are pleased to present their report together with the audited financial statements of the Group and the Company for the financial year ended 31 October 2011.
Principal activities
Dividends
DIRECTORS’ REPORT
Directors
Directors’ interests
Tan Sri Razali Bin Ismail, by virtue of his interest in the shares of the Company, is also deemed to be interested in the interests in all the subsidiaries of the Company to the extent that the Company has an interest. None of the other directors in office at the end of the financial year held shares in the company or its affiliates during the financial year.
Employee Share Options Scheme
Other statutory information
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors dated 22nd February 2012. We, Tan Sri Razali Bin Ismail and Daud Bin Ahmad, being two of the Directors of Cypark Resources Berhad, hereby declare that upon the opinion of the Board of Directors, the accompanying financial statements set out in note 37 on pages 41 to 99 have been prepared in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia to give a true and fair view of the financial position of the Group and the Company as at 31 October 2011 and of the financial results and cash flows for the year then ended.
STATEMENT BY DIRECTORS
The information set forth in note 38 on page 99 of the financial statements has been prepared in accordance with the Guide for Special Issues No. , issued by the Malaysian Institute of Chartered Accountants. Solemnly subscribed and declared by the aforesaid Daud Bin Ahmad at Kuala Lumpur in the Federal Territory.
Report on the financial statements
INDEPENDENT AUDITORS’
REPORT
Report on other legal and regulatory requirements
Other reporting responsibilities
Other matters
STATEMENTS OF
COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
Corporate information
Summary of significant accounting policies
- Basis of preparation
- Changes in accounting policies
NOTES TO THE
FINANCIAL STATEMENTS
Summary of significant accounting policies (cont’d) 2 Changes in accounting policies (cont’d)
The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions. Before November 1, 2010, these loans and advances were included at cost in the Company's annual accounts.
Summary of significant accounting policies (cont’d)
Summary of significant accounting policies (cont’d) 3 Standards issued but not yet effective (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
- Intangible assets
- Impairment of non-financial assets
If the recoverable amount of the cash-generating unit is lower than the carrying amount, an impairment loss is recognized in the profit and loss account. Goodwill disposed of in these circumstances is measured based on the relative fair value of the activities sold and the part of the cash-generating unit that is retained.
Summary of significant accounting policies (cont’d) 8 Impairment of non-financial assets (cont’d)
- Subsidiaries
- Financial assets
- Impairment of financial assets
- Cash and cash equivalents
- Provisions
- Financial liabilities
The Group and the Company do not have certain financial liabilities at fair value through the income statement. Other financial liabilities of the group and the company include payables to suppliers, other liabilities and loans.
- Financial guarantee contracts
- Borrowing costs
- Employee benefits
Summary of significant accounting policies (cont’d) 17 Employee benefits (cont’d)
- Leases As lessee
Summary of significant accounting policies (cont’d) 2.19 Discontinued operation
- Revenue
- Income Tax
Summary of significant accounting policies (cont’d) 20 Income Tax (cont’d)
Summary of significant accounting policies (cont’d) 22 Segment reporting
- Share capital and share issuance expenses
- 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
Finance costs
Profit before tax from continuing operations
Profit before tax from continuing operations (cont’d)
Directors’ remuneration
Income tax expense
Income tax expense (cont’d)
Disposal group classified as held for sale
Disposal group classified as held for sale (contd.) Statement of comprehensive income disclosures
Earnings per share
Earnings per share (contd.)
Plant and equipment
Plant and equipment (contd.)
Intangible assets
Investment in subsidiaries
Investment in subsidiaries (cont’d)
On June 15, 2011, CRE acquired a 100% equity interest in Cypark Suria (Negeri Sembilan) Sdn. formerly known as Cypark Suria Sdn. CRS”)) for a total cash consideration of RM2 from the major shareholders namely Tan Sri Razali Bin Ismail and Encik Daud Bin Ahmad. became a wholly owned subsidiary of CRE. ii) Cypark Suria (Pajam) Sdn. The purpose of the takeover is to facilitate the group's participation in the business of renewable energy sources. iii) Cypark Suria (Sua Betong) Sdn. On 19 September 2011, CRS acquired a 100% equity interest in Cypark Suria (Sua Betong) Sdn. CSSB”), Cypark Suria (Kuala Sawah) Sdn. CSKS”) and Cypark Suria (Bukit Palong) Sdn. CSBP”) with a total cash of RM2 each.
Deferred tax
Trade and other receivables
Trade and other receivables (cont’d) (a) Trade receivables (cont’d)
The Group's trade receivables that are impaired at the reporting date and the movement of the value adjustment. Business receivables, for which impairment is individually determined on the reporting date, refer to debtors who.
Other current assets
Cash and cash equivalents
Loans and borrowings
Trade payables and other payables
Share capital and share premium
Foreign currency translation reserve
Foreign statutory reserve
Employee Share Option Schemes The Employee Share Option Scheme of Cypark Resources Berhad (“ESOS”) is governed by articles of association approved by the shareholders at an extraordinary general meeting on 22 September 2010. The main features of the ESOS are as follows: . i) ESOS will be valid for a period of five years starting on 14 October 2010 and ending on 13 October. ii) The Options Committee appointed by the Board of Directors for the management of ESOS may from time to time grant options to eligible employees in the Group to subscribe for new ordinary shares of the Company of RM0.50 each; iii) The total number of new ordinary shares to be offered under the ESOS shall not exceed a total of fifteen (15) percent of the issued and paid-up share capital of the Company at any time during the existence of the ESOS and of this total, no more than 50% of the shares shall be allocated to executive directors and senior management. In addition, no more than 10% of the shares available under the ESOS will be granted to any individual director or employee, either individually or collectively through a person. associated with it, has 20% or more in the issued and paid-up capital of the company; iv) Eligible persons are full-time employees and executive directors (including contract employees).
Employee share option plans (cont’d)
Related party transactions
Related party transactions (cont’d)
Commitments
Commitments (cont’d)
Contingent liabilities
Fair value of financial instruments
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
Financial risk management objectives and policies (cont’d) (c) Interest rate risk
Capital management
Segment information
Segment information (cont’d)
The following items are added/(subtracted) to segment liabilities to arrive at the total liabilities reported in the statement of financial position:. The group includes the following business segments: i) Provision of landscape services for public parks, public facilities and other landscapes. ii) Maintenance of landscape services for public parks, public facilities and other landscape developments; and. iii) Environmental assurance of nature conservation and environmental improvement for customers. The directors are of the opinion that all transactions between the segments have been conducted in the normal course of business and have been entered into on terms and conditions that are not materially different from those obtainable.
Dividends
Events occuring after the reporting date
Supplementary information – breakdown of retained profits into realised and unrealised The breakdown of the retained profits of the Group and of the Company as at 31 October 2011 into realised and
Statistics Of Shareholdings As At 29 February 2012
Directors’ Shareholdings
ANALYSIS OF SHAREHOLDINGS
Largest Securities Account Holders
Largest Securities Account Holders (cont’d)
- ORDINARY RESOLUTION NO. 1
To receive the audited financial statements for the financial year ending October 31, 2011, together with the directors' and auditors' reports thereon. Freezailah Bin Che Yeom, who retires in accordance with section 129(6) of the Companies Act, 1965, is and is hereby re-appointed as a director of the company and will continue to hold that position until the end of the next annual meeting.
NOTICE OF ANNUAL GENERAL MEETING
ORDINARY RESOLUTION NO. 2
AND THIS authority is and is given to the Directors of the Company to decide in their absolute discretion to hold the ordinary shares in the Company so acquired by the Company as treasury shares and/or to cancel them and/ or to resell them and/or distribute them as stock dividends in such manner as may be permitted and determined by the provisions of the Listing Requirements of the Main Stock Exchange and any other relevant authority. AND this authority is granted and granted to the Directors of the Company to take all necessary steps to enter into any agreement, agreement and warranty with any party or parties to carry out, finalize and give full effect to the aforesaid with full powers . to accept any condition, modification, revaluation, change and/or amendment (if any) as may be imposed by the relevant authorities and to do all such acts and things as the directors may deem fit and proper in the interest of the Company. ".
ORDINARY RESOLUTION NO. 3
AND THAT such authority shall take effect 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 this is revoked or amended by ordinary resolution of the general meeting of the Company, but so as not to jeopardize the completion of any purchase made before such expiry date, in any case in accordance with the provisions of Bursa Securities Main Market Listing Requirements and other relevant authorities. AND THAT such authority shall take effect immediately upon the passing of this resolution and shall remain in force until the close of the next annual general meeting of the company.”.
SPECIAL RESOLUTION
A member/shareholder of the company who has the right to attend and vote at the general meeting has the right to appoint one (1) or more proxies to attend and vote on his behalf. Ernst & Young as auditors of the company until the conclusion of the next annual general meeting and to authorize the directors to determine their remuneration.
