The loss of senior employees in the group may have a negative impact on the group's performance. Apart from unforeseen circumstances, the board of directors considers that the group's overall outlook and future financial results are expected to be favorable in the medium term.
CORPORATE STRUCTURE
PROFILE OF
BOARD OF DIRECTORS
Datuk Kamaludin Bin Yusoff
Siah Chin Leong
Ng Lee Thin
Edward Goh Swee Wang
Yeow Ah Seng @ Yow Ah Seng
Ng Keng Hoe (Huang Qinghe)
Goh Mia Kwong
Oh Tat Hooi
KEY SENIOR MANAGEMENT
Leo Aun Foo
DIRECTORS’
RESPONSIBILITY STATEMENT
ECONOMIC
- Procurement Practice
The Committee believes that the practice of supporting local suppliers could lead to the creation of jobs, thereby improving the unemployment rate in the country and maintaining the growth of the local economy. Certain machine parts cannot be sourced locally, but local suppliers will be our priority, provided local suppliers can meet our requirements.
SUSTAINABILITY STATEMENT
The group strives to achieve the goal of 70% of the supply of our products from local suppliers. Finding a good supplier is not an easy task, as we need to ensure that the supply of goods is of good quality, timely delivery and competitive prices, so that we can cooperate in the long term and maintain a good partnership.
Procurement Practice 2020
Procurement Practice 2019
ENVIRONMENTAL
- Compliance (Environmental)
In 2020, the project to improve the ventilation exhaust system of the printing department was completed, which provides a better working environment for the employees and the general environment of the surrounding areas. The Group has therefore identified different types of waste (such as paper/packaging, metal waste, chemical waste, food scraps etc.) and to separate the waste into different bins so that the employees will have the awareness of global warnings and to minimize it restrict. the impact on the environment for future generations.
SOCIAL
- Labour Practices
Currently, our group is focusing more on health and safety issues resulting from the outbreak of the COVID-19 pandemic. Certain measures (such as mask wearing, disinfectant supplies, temperature machine and air purifiers) and standard operating procedures are in place to prevent the widespread spread of the virus within the factory and to strictly follow government regulations and announcements.
SOCIAL (CONT’D)
- Labour Practices (Cont’d)
- Corporate Social Responsibility
- COMPOSITION AND ATTENDANCE
- MEETINGS
The Board of Directors assesses the performance of the AC and its members with an annual evaluation. During the meetings of the board of directors, the chairman of the advisory board briefed the board of directors on matters discussed at the meetings of the advisory board.
AUDIT
All AC members are financially literate and properly qualified with good knowledge and experience in the field of accounting, business and financial management. The Board of Directors is satisfied that the Advisory Council and its members have successfully and successfully performed their tasks, duties and responsibilities in accordance with the powers and duties of the Advisory Board.
COMMITTEE REPORT
The Chief Executive Officer (“CEO”) and other board members were invited to the AC meeting to facilitate direct communication as well as to provide clarification on audit matters and the Group's operations. Internal auditors (“IA”) representatives are normally required to attend meetings and the Group Financial Manager was invited to brief the AC on specific issues and areas arising from the quarterly and audit reports.
3 TERMS OF REFERENCE
- MEMBERSHIP
- Authority
- TERMS OF REFERENCE (CONT’D)
- Duties
- Duties (Cont’d)
- Overseeing The Internal Audit Function
- Quorum For Meetings
- Attendance At Meetings
- Minutes
- Frequency Of Meetings
- Reporting Procedures
- SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR
- SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR (CONT’D)
- INTERNAL AUDIT AND RISK MANAGEMENT FUNCTIONS
- BOARD LEADERSHIP AND EFFECTIVENESS I. Board Responsibilities
Assist in reviewing the adequacy, integrity and effectiveness of the Company's internal control systems and processes;. The AC, in turn, reviews the effectiveness of the system of internal control measures in operations and reports the results thereof to the Board;.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D)
- Board Responsibilities (Cont’d)
- Code of Ethics and Conduct for employees (including Director)
- Code of Ethics and Conduct for employees (including Director) (Cont’d)
- The Role of Chairman and CEO
- Role of Company Secretary
- Professional Development and Continuous Education for Directors
- Board Charter
- Size and Composition of the Board
- Independent Directors
- Nominating Committee
- Nominating Committee (Cont’d)
- Diversity Policy
- Remuneration Committee
- Remuneration Committee (Cont’d)
The Board of Directors has instructed the AC to investigate the effectiveness of the Group's internal control systems and management information systems. The NC will also assess the functioning of the board as a whole and the board committees.
EFFECTIVE AUDIT AND RISK MANAGEMENT
- Audit Committee
- Risk Management and Internal Control Framework
INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
- Communication with Stakeholders
- Conduct of Annual General Meetings (“AGM”)
The Board of Directors of Johore Tin Berhad (“Board”) is pleased to present the Statement on Risk Management and Internal Control prepared in accordance with paragraph 15.26(b) of the Key Market Listing Requirements (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and is guided by the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.
BOARD’S RESPONSIBILITY
RISK MANAGEMENT FRAMEWORK
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
RISK MANAGEMENT FRAMEWORK (CONT’D)
KEY INTERNAL CONTROL PROCESSES
INTERNAL AUDIT
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
CONCLUSION
- UTILISATION OF PROCEEDS RAISED FROM PUBLIC ISSUE
- AUDIT AND NON-AUDIT SERVICES
- MATERIAL CONTRACTS
- EMPLOYEE SHARE OPTIONS SCHEME (“ESOS”)
- CONTINUING EDUCATION PROGRAMME
The total amount of non-audit fees payable to external auditors of the Company for the financial year ended 31 December 2020 is the revision of the Statement on Risk Management and Internal Control, amounted to R5 000). Public in accordance with Appendix 9C, Part A, item 18 of the Listing Requirements of Bursa Securities.). Details of the seminars or courses attended are disclosed in the Corporate Governance Review Statement, as set out on page 31 of this annual report.
ADDITIONAL
A related person of the director entered into a lease agreement with the relevant subsidiary of the Group and both parties mutually agreed to renew the lease agreement every two (2) years. Apart from the above, the Group has not entered into any other significant contracts involving directors. and interests of major shareholders still in existence at the end of the financial year ended 31 December 2020 or entered into after the end of the previous financial year.
COMPLIANCE INFORMATION
INTERNAL AUDIT FUNCTION
The internal audit function was outsourced and the cost incurred for the internal audit function in relation to the financial year ended 31 December 2020 was RM84,800.
RECURRENT RELATED PARTY TRANSACTIONS
SHARE BUY-BACKS
The board of directors hereby submits their report and the audited accounts for the group and the company for the financial year ended 31 December 2020.
PRINCIPAL ACTIVITIES
RESULTS
DIVIDENDS
REPORT
DIVIDENDS (CONT’D)
RESERVES AND PROVISIONS
ISSUES OF SHARES AND DEBENTURES During the financial year:-
OPTIONS GRANTED OVER UNISSUED SHARES
TREASURY SHARES
BAD AND DOUBTFUL DEBTS
CURRENT ASSETS
VALUATION METHODS
CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist:-
CHANGE OF CIRCUMSTANCES
ITEMS OF AN UNUSUAL NATURE
DIRECTORS
DIRECTORS’ INTERESTS
DIRECTORS’ BENEFITS
DIRECTORS’ REMUNERATION
INDEMNITY AND INSURANCE COST
SUBSIDIARIES
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD
AUDITORS
INDEPENDENT AUDITORS’ REPORT
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS (CONT’D)
Our opinion on the financial statements of the Group and the Company does not include other information and we do not express any form of assurance conclusion about them. Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and the company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor.
OTHER MATTERS
STATEMENTS OF FINANCIAL POSITION
DECEMBER 2020
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN EQUITY
Shares Retained Total Capital Shares Profit Equity Explanation RM RM RM RM The Company.
STATEMENTS OF CASH FLOWS
NOTES TO THE
FINANCIAL STATEMENTS
GENERAL INFORMATION
PRINCIPAL ACTIVITIES
BASIS OF PREPARATION
BASIS OF PREPARATION (CONT’D)
SIGNIFICANT ACCOUNTING POLICIES
- Critical Accounting Estimates and Judgements
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
- Critical Accounting Estimates and Judgements (Cont’d) Lease Terms
- Basis of Consolidation
- Basis of Consolidation (Cont’d) (b) Non-controlling Interests
- Goodwill
- Functional and Foreign Currencies
- Financial Instruments
Profit or loss and any component of other comprehensive income are allocated to the owners of the Company and to the minority interests. Assets and liabilities of foreign operations (including any goodwill and fair value adjustments arising from the acquisition) are translated into the Group's presentation currency at the exchange rates prevailing at the end of the reporting period.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 5 Financial Instruments (Cont’d)
- Financial Instruments (Cont’d) (a) Financial Assets (Cont’d)
- Financial Instruments (Cont’d) (c) Equity Instruments (Cont’d)
- Financial Instruments (Cont’d) (f) Financial Guarantee Contracts
- Investments
- Investments (Cont’d)
- Property, Plant and Equipment
- Property, Plant and Equipment (Cont’d)
- Investment Properties
On disposal of investments in subsidiaries, the difference between the net disposal proceeds and the carrying amount of the investment is recognized in profit or loss. The day-to-day service costs of property, plant and equipment are recognized in profit or loss when incurred.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 8 Investment Properties (Cont’d)
- Impairment
- Impairment (Cont’d)
- Leases
- Inventories
- Cash and Cash Equivalents
- Provisions
- Employee Benefits (a) Short-term Benefits
- Income Taxes (a) Current Tax
- Contingent Liabilities
- Operating Segments
- Earnings Per Ordinary Share
- Borrowing Costs
- Fair Value Measurements
- Revenue from Contracts with Customers
- Revenue from Contracts with Customers (Cont’d)
- Revenue from Other Sources and Other Operating Income (a) Interest Income
Otherwise, the Group depreciates the right-of-use asset until the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.
INVESTMENT IN SUBSIDIARIES
INVESTMENT IN SUBSIDIARIES (CONT’D)
INVESTMENT IN JOINT VENTURES
INVESTMENT IN JOINT VENTURES (CONT’D)
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Office equipment, fixtures and fittings a) The accounting value of property, plant and equipment pledged as securities for banking facilities is.
INVESTMENT PROPERTIES
INVESTMENT PROPERTIES (CONT’D)
RIGHT-OF-USE ASSETS
RIGHT-OF-USE ASSETS (CONT’D)
OTHER INVESTMENT
GOODWILL
INVENTORIES
TRADE RECEIVABLES
OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
AMOUNT OWING BY SUBSIDIARIES
AMOUNT OWING BY JOINT VENTURES
DERIVATIVE ASSETS
SHORT-TERM INVESTMENTS
DEPOSIT WITH A LICENSED BANK
SHARE CAPITAL
TREASURY SHARES
RESERVES
LEASE LIABILITIES
LONG-TERM BORROWINGS
RETIREMENT BENEFITS
DEFERRED TAX LIABILITIES/(ASSETS)
DEFERRED TAX LIABILITIES/(ASSETS) (CONT’D)
The unused tax losses, unabsorbed capital allowances and other temporary differences can be offset against future taxable profits of the subsidiaries in which the losses arose. No deferred tax assets are recognized as it is not probable that taxable profits of the Company and the subsidiary will be available against which the deductible temporary differences can be offset.
TRADE PAYABLES
For Malaysian entities, the unused tax losses are allowed to be used for 7 consecutive years of assessment, while unabsorbed capital allowances are allowed to be carried forward indefinitely.
OTHER PAYABLES AND ACCRUALS
AMOUNT OWING TO DIRECTORS
SHORT-TERM BORROWINGS
TERM LOANS (SECURED)
TERM LOANS (SECURED) (CONT’D)
REVENUE
EMPLOYEE BENEFITS
NET IMPAIRMENT LOSS ON FINANCIAL ASSETS
PROFIT BEFORE TAX
PROFIT BEFORE TAX (CONT’D)
INCOME TAX EXPENSE
INCOME TAX EXPENSE (CONT’D)
EARNINGS PER ORDINARY SHARE
DIVIDENDS
CASH FLOW INFORMATION
CASH FLOW INFORMATION (CONT’D)
KEY MANAGEMENT PERSONNEL COMPENSATION
KEY MANAGEMENT PERSONNEL COMPENSATION (CONT’D)
RELATED PARTY DISCLOSURES
OPERATING SEGMENTS
OPERATING SEGMENTS (CONT’D)
The amounts of fixed assets exclude financial instruments and deferred tax assets (but include investments in joint ventures). The information on the breakdown of sales by geographic region is summarized below: - Group.
CAPITAL COMMITMENTS
CONTINGENT LIABILITIES
FINANCIAL INSTRUMENTS
- FINANCIAL RISK MANAGEMENT POLICIES
FINANCIAL INSTRUMENTS (CONT’D)
- FINANCIAL RISK MANAGEMENT POLICIES (CONT’D) (a) Market Risk (Cont’d)
- FINANCIAL RISK MANAGEMENT POLICIES (CONT’D) (b) Credit Risk (Cont’d)
- FINANCIAL RISK MANAGEMENT POLICIES (CONT’D) (c) Liquidity Risk
- CAPITAL RISK MANAGEMENT
- CLASSIFICATION OF FINANCIAL INSTRUMENTS
- CLASSIFICATION OF FINANCIAL INSTRUMENTS (CONT’D)
- GAINS OR LOSSES ARISING FROM FINANCIAL INSTRUMENTS
- FAIR VALUE INFORMATION (CONT’D)
The group's most significant concentration of credit risk relates to the amounts owed by the customer, which amounted to approx. of its receivables from sales (including related parties and joint ventures) at the end of the reporting period. In general, the group assesses receivables from related parties, and joint ventures have low credit risks.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
The fair value of money market funds is determined based on statements provided by the respective financial institutions with which the investments were made. ii). The fair value of other investments is determined based on the market value provided by the relevant golf club. iii).
SIGNIFICANT EVENTS OCCURRING AFTER THE REPORTING PERIOD
STATEMENT BY DIRECTORS
STATUTORY DECLARATION
LIST OF
PROPERTIES HELD
ANALYSIS OF SHAREHOLDINGS
SHARE CAPITAL
DISTRIBUTION OF SHAREHOLDINGS
LIST OF THIRTY (30) LARGEST SHAREHOLDERS
LIST OF THIRTY (30) LARGEST SHAREHOLDERS (CONT’D)
LIST OF SUBSTANTIAL SHAREHOLDERS
LIST OF SUBSTANTIAL SHAREHOLDERS Notes:-
LIST OF DIRECTORS’ SHAREHOLDINGS
ORDINARY RESOLUTION 1
AUTHORITY TO DIRECTORS TO ISSUE AND ALLOT SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT 2016. THAT pursuant to Sections 75 and 76 of the Companies Act 2016, the main listing requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) ("Listing Requirements") and the approval of the relevant regulatory authorities, where such approval is required, the directors of the Company are authorized to issue and allot shares in the capital of the Company, grant rights to subscribe for shares in the Company, convert any securities into shares of the Company or grant shares pursuant to the contract or option or offer (“New Shares”) from time to time, at such price, to such persons and for such purposes and on such terms. as the directors in their sole discretion think fit, provided that the aggregate number of such New Shares to be issued, subscribed under any rights granted, issued in exchange for any security or issued and allotted pursuant to an agreement or option or offer in pursuant to this resolution, when added to the total number of any such shares issued in the preceding 12 months, does not exceed 20% of the total number of issued shares (excluding any treasury shares) of the company for the time being (“Proposed 20% General Mandate”). ".
NOTICE OF TWENTIETH
ANNUAL GENERAL MEETING (20TH AGM)
ORDINARY RESOLUTION 2
THIS authority is and is hereby granted to Datuk Kamaluddin Bin Yusoff, who has served as an Independent Non-Executive Director of the Company for a cumulative period of more than nine (9) years, to continue to serve as an Independent Non-Executive Director of the Company until the conclusion of the next Annual General Meeting in accordance with the Malaysian Code of management 2017."
ORDINARY RESOLUTION 3
Distributing all or part of its own shares as dividend to the shareholders of the Company; Transfer all or part of the company's own shares for the benefit of or in the context of the employee share plan set up by the Company and/or its subsidiaries;
SPECIAL RESOLUTION
To deal with the treasury shares in any other manner as permitted by the Act, Listing Requirements, applicable laws, rules, regulations, guidelines, requirements and/or orders of any relevant authorities for the time being in force. AND THAT the Directors of the Company are and are authorized to take all such steps as may be necessary or expedient [including without limitation, the opening and maintenance of central depository account(s) under the Securities Industry (Central Repositories) Act, 1991, and the entering into of all other agreements, arrangements and guarantees with any party or parties] to implement, finalize and give full effect to the Proposed Share Buyback with full powers to agree to any conditions, modifications, variations and/or modifications ( if any) as may be imposed by the concerned authorities.”.
NOTES
- Agenda item 1
- Agenda items 2 & 3 respectively Ordinary Resolution 1 – Directors’ Fees
- Agenda Item 4 (a) & (b)
- Agenda Item 5
- Agenda Item 6
- Agenda Item 7
- Agenda Item 8
- Agenda Item 9
Ordinary Resolution 2 on payment of Directors' benefits with effect from the 20th AGM 2021 to the 21st AGM 2022 of the Company. There is no person eligible for election as a director of the Company at this Annual General Meeting.
STATEMENT ACCOMPANYING
The general mandate for the issuance of shares concerns the renewal of the general mandate obtained from the members at the 19th Annual General Meeting held on August 10, 2020. No new shares of the Company have been issued pursuant to the general mandate obtained at the 19th Annual General meeting. General Meeting held on August 10, 2020 and therefore no proceeds were raised.
NOTICE OF ANNUAL GENERAL MEETING
The purpose of this general mandate is to give the board flexibility to undertake fundraising activities, including but not limited to additional placement of shares for the purpose of financing current and/or future investment project(s), working capital, bank repayment. borrowings, acquisitions and/.
ADMINISTRATIVE GUIDE FOR THE
PRECAUTIONARY MEASURES AGAINST THE CORONAVIRUS DISEASE (“COVID-19”)
REMOTE PARTICIPATION AND VOTING
PROCEDURES FOR REMOTE PARTICIPATION AND VOTING VIA RPV FACILITIES
PROCEDURES FOR REMOTE PARTICIPATION AND VOTING VIA RPV FACILITIES (CONT’D) Shareholder(s) or proxy(ies) or corporate representative(s) or attorney(s) who wish to participate the AGM remotely
ENTITLEMENT TO PARTICIPATE AND APPOINTMENT OF PROXY
ENTITLEMENT TO PARTICIPATE AND APPOINTMENT OF PROXY (CONT’D)
PROCEDURE FOR ELECTRONIC SUBMISSION OF PROXY FORM
PROCEDURE FOR ELECTRONIC SUBMISSION OF PROXY FORM (CONT’D)
POLL VOTING
PRE-MEETING SUBMISSION OF QUESTION TO THE BOARD OF DIRECTORS
NO RECORDING OR PHOTOGRAPHY
DOOR GIFT/FOOD VOUCHER
ENQUIRY
By hand or by post to the company's share register at Tricor Investor & Issuing House Services Sdn. The proxy form can be submitted electronically to the Company's share register via TIIH Online at https://tiih.online.
JOHORE TIN BERHAD
ANNUAL REPORT 2020JOHORE TIN BERHAD
