This authority, unless revoked or amended at a general meeting, shall expire at the end of the next annual general meeting of the Company. The announcement of the 62nd General Meeting and the proxy form are set out in the Company's 2021 Annual Report.
SHARE BUY-BACK STATEMENT (cont’d)
- DETAILS OF THE PROPOSED SHARE BUY-BACK (con’d) 3.2 Quantum
- Funding
- Pricing and Regulatory Requirements
- DETAILS OF THE PROPOSED SHARE BUY-BACK (con’d) 3.5 Treatment of Purchased Shares
- DETAILS OF THE PROPOSED SHARE BUY-BACK (con’d) 3.6 Public Shareholding Spread
- RATIONALE FOR THE PROPOSED SHARE BUY-BACK
- POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK The potential advantages of the Proposed Share Buy-Back to the Company and its shareholders are as follows: -
- POTENTIAL ADVANTAGES AND DISADVANTAGES OF THE PROPOSED SHARE BUY-BACK (con’d) The potential disadvantages of the Proposed of Share Buy-Back to the Company and its shareholders are as follows: -
- PURCHASE OF SHARES AND RESALE AND/OR CANCELLATION OF TREASURY SHARES IN THE PREVIOUS TWELVE (12) MONTHS
- FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK
- Share Capital
- Earnings
- FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK (con’d) 7.4 Working Capital
- Dividends
- SHAREHOLDINGS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
- Directors’ shareholdings
- SHAREHOLDINGS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS (con’d) 8.2 Substantial shareholders’ shareholdings
- IMPLICATION OF THE MALAYSIAN CODE ON TAKE-OVERS AND MERGERS 2010 (“Code”) Pursuant to the Code, in the event the Proposed Share Buy-Back results in any major shareholder and/or persons
- HISTORICAL PRICES OF KLUANG SHARES
- INTERESTED DIRECTORS, SUBSTANTIAL SHAREHOLDERS AND PERSONS CONNECTED TO THEM Save for the proportionate increase in the percentage shareholdings of the Directors and substantial shareholders of
- APPROVALS REQUIRED
- DIRECTORS’ RECOMMENDATION
- DIRECTORS RESPONSIBILITY STATEMENT
If the Purchased Shares are retained as treasury shares, the Proposed Share Buyback will have no effect on the issued share capital of the Company. The Proposed Share Repurchase, if carried out, will reduce the working capital of the Company.
CORPORATE INFORMATION
CHAIRMAN’S STATEMENT
Mugana Kerisnan A/L Karpiah, who joined the Board as Executive Director on January 1, 2021, and Mr. Wun Mow Sang, who joined the board as an independent non-executive director on 1 July 2021.
MANAGEMENT DISCUSSION & ANALYSIS (“MD&A”)
Ensure proper sheet piling method on terraced and non-terraced areas to facilitate fertilizer application. With 74% of Kluang Estate consisting of palms between the ages of 4-19 years, we remain optimistic about Kluang Estate's production capabilities.
MANAGEMENT DISCUSSION & ANALYSIS (“MD&A”) (cont’d)
BOARD RESPONSIBILITIES Principle Responsibilities of the Board
The Board of Directors is responsible for setting strategic direction, setting goals for management and continuously improving its performance to protect and enhance long-term shareholder value. The board is aware that directors must always act honestly, fairly, diligently and in accordance with the law, in the best interest of the group.
CORPORATE GOVERNANCE OVERVIEW STATEMENT (cont’d)
- BOARD COMPOSITION Independent Directors
- REMUNERATION Remuneration Policy
- RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK Effective Risk Management and Internal Control Framework
- COMMUNICATION WITH STAKEHOLDERS
- CONDUCT OF GENERAL MEETINGS
The board has unlimited access to advice and services from the company secretaries for board matters. Non-Executive Directors are paid fixed annual board fees as members of the board and board committees.
SUSTAINABILITY STATEMENT (cont’d)
Economic
Pursuant to Section 17A of the Malaysian Anti-Corruption Commission ("MACC") Act 2009, Company Anti-Bribery and. The Anti-Bribery and Anti-Corruption Policy and Guidelines are available on the Company's website.
Environmental
The purpose of the Whistleblowing Policy and Guidelines is to provide a structured mechanism for its employees, directors and associates ("whistleblowers") to discover or report suspected and/or known violations, abuses, corruption and instances of fraud, waste and/or abuse involving resources companies and provide assurance that they will be protected from retaliation or victimization for whistleblowing in good faith. Our policy allows members of the local community to provide feedback on our plantation and suggest sites for conservation.
Social
Quarterly Joint Consultative Meetings held by the management with the workers in the presence of the HR Manager to identify the problems faced by the workers and the corrective measures to be taken. In the financial year ending 30 June 2021, renovations to both our staff and workers quarters were completed.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
Internal audit reviews the internal audit control systems, with an annual internal audit plan submitted to the Audit Committee for approval. The Audit Committee, with the assistance of its outsourced internal auditors, annually reviews Kluang Rubber's system of internal controls identified in the scope of its annual internal audit plan.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL (cont’d)
The Board and the Audit Committee undertook an assessment of the adequacy and effectiveness of the internal control system. The Statement on Risk Management and Internal Control was reviewed and approved by the Board.
AUDIT COMMITTEE REPORT
Reviewed and discussed the company's unaudited quarterly financial reports with management at the scheduled quarterly AC meetings and recommended them to the Board of Directors for consideration and approval prior to release to Bursa Securities. Evaluate and deliberate on the reappointment of the external auditor for the coming financial year and recommend it to the Board for approval.
AUDIT COMMITTEE REPORT (cont’d)
In 2020, an independent consultant was engaged to facilitate an enterprise risk management assessment based on ISO31000. The completed enterprise risk assessment assisted in the development of a two (2) year risk-based internal audit plan formulated based on key auditable areas aligned with key risks.
PROFILE OF DIRECTORS
Relationship with other directors Son of Lee Thor Seng and brother of Lee Yung-Shih Colin and/or substantial shareholders.
PROFILE OF DIRECTORS (cont’d)
Conflict of interest with the Company None List of convictions for offenses None (except traffic offences) within. the last 5 years and details of any public sanction or penalty imposed by the relevant regulatory bodies during the financial year, if any. Conflict of interest with the Company None List of convictions for offenses None (except traffic offences) within.
DIRECTORS’ REPORT
At the upcoming ordinary general meeting, the following dividend for the current financial year ended 30 June 2021 on ordinary shares will be proposed for the shareholders' approval. The total amount of D&O insurance and premium paid for directors and officers of the group was RM8,000,000 and RM23,200 respectively.
DIRECTORS’ REPORT (cont’d)
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young PLT, as part of the terms of its audit engagement against third party claims arising from the audit (for an unspecified amount). Signed on behalf of the Board pursuant to a resolution of the directors dated October 8, 2021.
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016
STATUTORY DECLARATION
PURSUANT TO SECTION 251(1)(B) OF THE COMPANIES ACT 2016
We have determined that there are no key audit matters to communicate in our report on the Company's financial statements. The main audit matters for the audit of the Group's financial statements are described below.
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KLUANG RUBBER COMPANY (MALAYA) BERHAD (cont’d)
If we conclude that a material uncertainty exists, we must draw attention in our auditor's report to the related disclosures in the financial statements of the Group and of the Company or, if such disclosures are insufficient, to modify our opinion . Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial statements of the Group.
STATEMENTS OF COMPREHENSIVE INCOME (cont’d) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
STATEMENTS OF FINANCIAL POSITION (cont’d) AS AT 30 JUNE 2021
EQUITY STATEMENTS (continued) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 < - - - Non-distributable - - - > Distributable Fair TotalShare Capital ValueTreasuryRetained Company Equity Capital Reserve Reserve Shares Earnings 2021Note 227)(Note 227)(Note 227)(Note )(Note 26)(Note 28) RMRMRMRMRM. EQUITY STATEMENTS (continued) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021 < - - - Non-distributable - - - > Distributable Fair TotalShare Capital value Equity Reserve reserve shares earnings 2020Note 27)(Note 27)(Note 27)(Note 26) 27)(Note 26) (Note 28) RMRMRMRMRMRM.
STATEMENTS OF CASH FLOWS (cont’d) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
CORPORATE INFORMATION
The Company's registered office is located at Suite 9D, Level 9, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor. The company's main activities consist of the production and sale of fresh palm fruit bunches.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 Basis of preparation
- Changes of accounting policies
Kluang Rubber Company (Malaya) Berhad is a public limited company incorporated and headquartered in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.
NOTES TO THE FINANCIAL STATEMENTS (cont’d) FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 3 Standards issued but not yet effective
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 4 Basis of consolidation
- Transactions with non-controlling interests
- Foreign currencies
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 7 Property, plant and equipment and depreciation
- Bearer plants
- Biological assets
- Investment properties
- Impairment of non-financial assets
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 12 Subsidiaries
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
- Fair value measurement
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 15 Fair value measurement (cont’d)
- Financial instruments
The consolidated annual accounts include the annual accounts of the Company and its subsidiaries as at the balance sheet date. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retained investment and the proceeds from the sale is recognized in the profit and loss account.
NOTES TO THE FINANCIAL STATEMENTS (cont’d)
Financial instruments (cont’d) (a) Financial assets (cont’d)
The Group and the Company have decided to irrevocably classify their listed capital investments into this category. The asset transferred and the related liability are measured on a basis that reflects the rights and obligations retained by the group and the company.
Financial instruments (cont’d) (a) Financial assets (cont’d)
NOTES TO THE FINANCIAL STATEMENTS (continued) FOR THE FINANCIAL YEAR ENDED JUNE 30, 2021 FOR THE FINANCIAL YEAR ENDED JUNE 30, 2021. The EIR depreciation is included as financing costs in the profit and loss account.
Investment in precious metal - gold bullion
Gains and losses are recognized in profit or loss when liabilities are derecognised, as well as through the EIR amortization process. The difference in the respective carrying amounts is recognized in the statement of comprehensive income.
Cash and cash equivalents
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. Financial assets and financial liabilities are offset, and the net amount is reported in the statement of financial position, if there is a currently legally enforceable right to set off the recognized amounts, and there is an intention to settle on a net basis, to realize the assets and settle. obligations at the same time.
Inventories
Provisions are recognized when the group and the company have a current obligation (legal or actual) as a result of a past event, it is probable that an outflow of financial resources will be needed to meet the obligation, and the size of the obligation can be reliably estimated . When using discounting, the increase in the provision due to the passage of time is recognized as a financial cost.
Employee benefits (a) Short term benefits
If it is no longer likely that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that, where applicable, reflects the risks specific to the liability.
Leases
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 22 Leases (cont’d)
- Revenue recognition
The Group and the Company recognize revenue from contracts with customers based on the five-step model as set out below: The Group and the Company contract with their customers for the sale of fresh palm oil fruit bunches.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 23 Revenue recognition (cont’d)
- Taxes
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 24 Taxes (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 26 Share capital and share issuance expenses
- Contingencies
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
- Judgements made in applying accounting policies
SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (cont’d) 2 Key sources of estimation uncertainty
EMPLOYEE BENEFITS EXPENSES
PROFIT/(LOSS) FROM OPERATIONS
DIRECTORS’ REMUNERATION
INCOME TAX EXPENSE
INCOME TAX EXPENSE (cont’d)
EARNINGS/(LOSS) PER SHARE (a) Basic earnings/(loss) per share
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (cont’d)
Included in the above amount is an amount of RM367,660 to be received for fertile plants (Note 12) on the freehold land. The group has an irrevocable business lease agreement for the use of the land.
BEARER PLANTS
INVESTMENT PROPERTIES
INVESTMENT IN SUBSIDIARIES
INVESTMENT IN SUBSIDIARIES (cont’d)
June 2020
- INVESTMENT IN ASSOCIATES
- INVESTMENT IN ASSOCIATES (cont’d)
- INVESTMENTS
- INVENTORIES
- BIOLOGICAL ASSETS
- TRADE AND OTHER RECEIVABLES
- TRADE AND OTHER RECEIVABLES (cont’d) Trade receivables
- CASH AND BANK BALANCES
- CASH AND BANK BALANCES (cont’d)
- ASSETS HELD FOR SALE
- TRADE AND OTHER PAYABLES
- LEASE LIABILITIES
- DEFERRED TAX LIABILITIES
- DEFERRED TAX LIABILITIES (cont’d) Deferred tax assets of the Company
- RETIREMENT BENEFITS
- SHARE CAPITAL (a) Share capital
- RESERVES
- RETAINED EARNINGS
- DIVIDENDS
- SIGNIFICANT RELATED PARTY TRANSACTIONS
- FAIR VALUE MEASUREMENT (a) Fair value measurement hierarchy
The biological assets of the Group and the Company comprise fresh fruit bunches ("FFB") before harvest. None of the business and other receivables of the group and the company have matured or been impaired.
June 2021
- FAIR VALUE MEASUREMENT (cont’d) (a) Fair value measurement hierarchy (cont’d)
- FAIR VALUE MEASUREMENT (cont’d)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (b) Liquidity risk
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (c) Foreign currency risk
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d) (d) Market price risk (cont’d)
- CAPITAL MANAGEMENT
- SEGMENT INFORMATION (a) Business segments
- SEGMENT INFORMATION (cont’d) (a) Business segments (cont’d)
- SEGMENT INFORMATION (cont’d) (b) Geographical segments
- IMPACT OF THE CORONAVIRUS (COVID-19) OUTBREAK
- AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE
The following table shows the fair value measurement hierarchy for the group's and the company's assets: (continued) Quoted price Significant Significant. The Group's and the Company's exposure to credit risk stems primarily from trade and other receivables.
THREE YEARS COMPARATIVE FIGURES
STATEMENT OF SHAREHOLDINGS (cont’d)
Name of significant shareholders Direct % Indirect %. a) Deemed interested by virtue of its substantial interest in Estate & Trust Agencies (1927) Limited.
DIRECTORS’ INTEREST IN SHARES
LIST OF PROPERTIES
PLANTED AREA AGE PROFILE
In light of the Covid-19 pandemic and the Government of Malaysia's official guidance on social distancing, the 62nd AGM will be held fully virtually via live streaming and online remote voting via https://meeting.boardroomlimited.com.my ( “Virtual Meeting Facilities) ”). The Proxy Form can also be submitted electronically to the Share Registrar of the Company through Boardroom Smart Investor Online Portal at https://investor.boardroomlimited.com or email to [email protected].
