Encik Headir bin Mahfidz attended two (2) of the two meetings of the Board of Directors during the financial year ended October 31, 2010. Encik Daud bin Ahmad, a Malaysian, aged 45, was appointed to the Board on October 1, 2006 the board of directors. is one of the co-founders of CSB.
Corporate Governance Statement
Introduction
Board Of Directors Board Compositions
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 also a matter for the Board as a whole.
Investors’ Relation And Shareholders’ Communication Investors’ Relations
Accountability And Audit Financial Reporting
Statement Of Compliance With The Best Practices Of The Code
Audit Committee Report
Members of The Audit Committee
Terms of Reference Composition
Other members of the Board and employees may attend meetings at the invitation of the Audit Committee. All employees will be instructed to cooperate as requested by members of the Audit Committee.
Board Responsibility
Bursa Securities' Statement on Internal Control: Guidance for Directors of Public Companies (the "Guidance") provides guidance on compliance by a listed company with these requirements. Below is the Board's Internal Control Statement, which has been prepared in accordance with the said Instruction.
Risk Management
The main market listing requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) require a listed company to ensure that its board includes a statement in the annual report on the state of internal control of the listed company as a group. In light of this, the Board of Directors of Cypark Resources Berhad is pleased to provide the following statement on the state of internal control of the Group as a whole for the financial year ended 31 October 2010, which has been prepared in accordance with the Statement on Internal Control: Guidelines for Directors of Public Listed Companies issued by The Institute of Internal Auditors Malaysia and adopted by Bursa Securities.
Internal Control
The Malaysian Code on Corporate Governance recognizes that the Board must maintain a sound system of internal control within its Group, covering all its financial and operational activities, and review its effectiveness in safeguarding shareholders' investments, customers' interests and the Group's assets to protect.
Statement of Internal Control
However, as the Audit Committee was formed on 22 September 2010 and the Company was officially listed on the Main Market of the Bursa Securities on 15 October 2010, the Audit Committee has todate met only twice for the financial year ending 31 October 2010. Audit Committee prepare the Audit Committee Report and also reviews the quarterly financial results and yearly Audited Financial Statements prior to the approval of the Board;.
Internal Audit Function
The Audit Committee reviews the quarterly reports, the statutory financial statements and reports and the external audit reports and ensures that legal updates are brought to attention and followed up. The Audit Committee and the Board of Directors review the operational and financial results and reports on a quarterly basis;
Other Risks and Control Processes
In recognition of the best practices recommended by the Malaysian Code of Corporate Governance and Key Market Listing Requirements, the Board is in the process of outsourcing its highly skilled internal audit function and due professional diligence in accordance with the requirements of the Malaysian Corporate Governance Code. Notwithstanding this, the Board recognizes the importance of an internal audit function and is committed to ensuring that a sound internal control system is in place and maintained throughout the Group and that good corporate governance is respected and practiced as part fundamental to the fulfillment of his responsibilities. with the objectives of protecting shareholders' investments and ultimately increasing shareholder value.
Other Compliance Information
Share Buyback
Exercise of Options, Warrants or Convertible Securities
American Depository Receipt or Global 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
Conflict of Interest
Utilisation of Proceeds
ESOS
Corporate Social Responsibility
Statement Of Directors’ Responsibility
Financial Statements
Directors’ Report
Principal activities
Dividends
Directors
Directors’ benefits
Directors’ interests
Issue of shares
Employees’ share options scheme
Other statutory information
Significant events
We, Tan Sri Razali Bin Ismail and Daud Bin Ahmad, who are two of the directors of Cypark Resources Berhad, hereby declare that, in the opinion of the Board of Directors, the accompanying accounts on pages 39 to 80 have been prepared in accordance with the provisions of the Companies Act, 1965 and in force accounting standards in Malaysia to give a true and fair view of the group's and the company's financial position as of 31 October 2010 and of the results and cash flows for the Group and the Company for the year then ended. The disclosures in note 35 to the financial statements have been prepared in accordance with the Guidance on Special Matter No. 1, Determination of Realized and Unrealized Profits or Losses in Connection with Disclosures Pursuant to Bursa Malaysia Securities Berhad's Listing Requirements, as issued by the Malaysian Institute of Accountants. Signed on behalf of the board in accordance with board resolution of 22 February 2011.
Endorsed and solemnly declared by the above Daud Bin Ahmad in Kuala Lumpur in the Federal Territory.
Statement by directors
Statutory declaration
Report on the financial statements
Independent auditors’ report
Report on other legal and regulatory requirements
Other matters
Income statements
Balance sheets
Assets
Equity and liabilities
Statements of changes in equity
Cash flow statements
Corporate information
The Company is a public limited company incorporated and headquartered in Malaysia, and is listed on Bursa Malaysia Securities Berhad. The Company's principal place of business is located at 13A-09, Block A, Phileo Damansara II, No. 15, Jalan Petaling Jaya, Selangor Darul Ehsan and the registered office of the Company is located at Level 7, Menara Millenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur.
The company has been awarded a contract for the closure and rehabilitation of landfills in various locations in West Malaysia. No significant changes occurred in the nature of these main activities during the financial year. The annual accounts were approved for publication by the Board of Directors in accordance with a decision of the directors dated 22 February 2011.
Significant accounting policies 1 Basis of preparation
- Summary of significant accounting policies (a) Subsidiaries and basis of consolidation
Notes to the financial statements
Significant accounting policies (cont’d)
- Summary of significant accounting policies (cont’d) (a) Subsidiaries and basis of consolidation (cont’d)
- Summary of significant accounting policies (cont’d) (b) Intangible assets
- Summary of significant accounting policies (cont’d) (d) Impairment of non-financial assets (cont’d)
- Summary of significant accounting policies (cont’d) (e) Financial instruments (cont’d)
- Summary of significant accounting policies (cont’d) (f) Leases (cont’d)
- Summary of significant accounting policies (cont’d) (j) Employee benefits
- Summary of significant accounting policies (cont’d) (k) Foreign currencies (cont’d)
- Changes in accounting policies and effects arising from adoption of new and revised FRSs On 1 November 2009, the Group and the Company adopted the following revised FRS
- Standards and Interpretations issued but not yet effective
- Standards and Interpretations issued but not yet effective (cont’d) Effective for financial periods beginning on or after 1 January 2010
- Standards and Interpretations issued but not yet effective (cont’d) Effective for financial periods beginning on or after 1 July 2011
- Standards and Interpretations issued but not yet effective (cont’d)
- Significant accounting estimates and judgements
The cost of the business combination is considered to have been borne by CSB in the form of equity instruments issued to the company's owners. CSB's shares were not listed on the stock exchange prior to the takeover, and the cost price of the business combination is therefore based on the fair value of the company's issued shares immediately prior to the reverse takeover. The lease benefits are distributed between the financing costs and the reduction of the outstanding liability.
Payments from operating leases are recognized as an expense on a straight-line basis over the term of the relevant lease agreement. The individual financial statements of each entity in the Group are valued using the currency of the primary economic environment in which the entity operates (“the functional currency”). Exchange differences arising from monetary items that form part of the Company's net investment in a foreign operation are recognized in the profit and loss account in the separate annual accounts of the Company or, if applicable, in the individual annual accounts of the foreign activity.
Because this is a disclosure standard, there is no impact on the financial position or results of the Group. It is also the policy of the Group and the Company to informally consult with customers regarding the amount to be claimed before filing formal claims.
Revenue
Cost of sales
Finance costs
Profit before tax
Directors’ remuneration
Income tax expense
Earnings per share
Dividends
Plant and equipment
Intangible asset
Investment in subsidiaries
Directors’ remuneration (cont’d)
Other investments
Deferred tax
Trade receivables
Other receivables
Cash and cash equivalents
Share capital and share premium
Foreign currency translation reserve
Foreign statutory reserve
Reverse acquisition reserve
Retained earnings
Borrowings
Borrowings (cont’d)
Hire purchase and finance lease liabilities
Trade payables
Other payables
Due to a subsidiary
Related party transactions
Related party transactions (cont’d)
Contingent liability
Operating lease commitments
Financial instruments
Financial instruments (cont’d) (c) Foreign currency risk (cont’d)
Segment information
Segment information (cont’d)
The following items are added to/(subtracted from) segment liabilities to arrive at the total liabilities reported in the consolidated balance sheet:. The Group consists of the following business segments: i) Landscaping provision of landscaping services for public parks, public amenities and other landscaping developments; and. ii) Maintenance of landscape services for public parks, public amenities and other landscape developments; and. iii) Environmental provision of nature conservation and environmental improvement for clients. The directors are of the opinion that all inter-segment transactions were entered into in the normal course of business and were established on terms and conditions.
Segment information (cont’d) Business segments (cont’d)
Other significant events
Other significant events (cont’d) (b) Employees’ Share Options Scheme
Other significant events (cont’d)
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 2010 into realised and
Analysis of Shareholdings
Statistics Of Shareholdings As At 2 March 2011
Directors’ Shareholdings
Largest Securities Account Holders as at 02/03/2011
Largest Securities Account Holders as at 02/03/2011 (cont’d)
Analysis of Equity Structure as at 02/03/2011
Notice of Annual General Meeting
THAT subject to Section 132D of the Companies Act, 1965 and the approvals of the relevant Government/Regulatory Authorities, the Directors are and are hereby authorized to issue and allot shares in the Company at any time to such persons and on such terms and conditions and to such purpose as the Board of Directors in their absolute discretion deems fit, provided that the total number of shares to be issued does not exceed ten percent (10%) of the issued and paid-up share capital of the Company for the time being, and the Board of Directors is and is also authorized to obtain approval for the listing of and listing of the additional shares so issued on Bursa Malaysia Securities Berhad. AND THAT such authorization shall take effect immediately upon the adoption of this resolution and shall continue to be in effect until the conclusion of the next Annual General Meeting of the Company.”.
PROPOSED RATIFICATION AND PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR
AND FURTHER THAT the Directors of the Company are authorized to do and do all such acts and things (including the execution of all such documents as may be required) as they may think fit or necessary to gave effect to the proposed Ratification and the Proposed Mandate of the Shareholders.".
A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 do not apply to the Company. To receive the Audited Financial Statements for the financial year ended 31 October 2010 together with the Reports of the Directors and the Auditors thereon. Siow Kwang Khee, who is retiring in accordance with Article 84 of the company's articles of association and is eligible, has offered himself for re-election.
Hasan Bin Hj Hamzah, who retires in accordance with § 91 of the Company's articles of association and is eligible for election, has stood for re-election. Headir Bin Mahfidz, who resigns in accordance with § 91 of the company's articles of association and is eligible for election, has offered himself for re-election. To re-appoint Tan Sri Razali Bin Ismail, who shall retire under Section 129 of the Companies Act, 1965 and be eligible for re-election, has offered himself for re-election.
Freezailah Bin Che Yeom, who is retiring and standing for election under section 129 of the Companies Act 1965, has put himself forward for re-election. Ernst & Young as the Company's auditors until the end of the next General Meeting and to authorize the Directors to determine their remuneration.
