The Board of Directors (the “Board”) continues to use its best efforts to ensure that the highest standards of corporate governance are practiced throughout the Group as a fundamental part of fulfilling its responsibilities to protect and increasing stakeholder value. The total directors' remuneration paid or payable to or made available to all directors of the Company during the financial year ended 31 March 2014 is as follows. The members of the Audit Committee of the Company are pleased to present their report for the financial year ended 31 March 2014.
Any significant issues arising from the audit of the annual accounts by external auditors were noted.
AUDIT COMMITTEE REPORT (continued)
- Membership
- Authority
- Duties
- Internal Audit Function
- Access and relationship with External Auditors
The results of internal audit reviews and recommendations for improvement are presented to the Audit Committee. A clear definition of terms of reference for the various committees of the Board of Directors; The main business functions of the Group are centralized in the corporate office, which enables intensive monitoring and rapid follow-up of risk management strategies;
This statement was made in accordance with the decision of the Board of Directors dated August 18, 2014.
BOARD OF DIRECTORS
BOARD OF DIRECTORS (continued)
The Directors present their annual report to the members together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2014. The main activities of the Company are flour milling and trading of its related products. There was no significant change in the nature of these activities during the financial year.
Affin Investment Bank Berhad has been appointed as the company's advisor for the proposed scheme.
DIRECTORS' REPORT
DIRECTORS' REPORT FOR THE yEAR ENDED 31 MARCH 2014
22 AUDITORS
AS AT 31 MARCH 2014
The Company is a public limited company incorporated and headquartered in Malaysia, and is listed on Bursa Malaysia Securities Berhad. The registered office and principal place of business of the Company is located at Kawasan Lembaga Pelabuhan Kuantan, KM25, Jalan Kuantan/Kemaman, Tanjung Gelang, P.O. The financial statements of the Group and the Company have been prepared under the historical cost convention, unless otherwise indicated in the individual policy statements in Note 3 to the financial statements, and are in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of The Companies Act, 1965 in Malaysia.
The consolidated financial statements consist of the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting date as of the Company. Identifiable assets acquired and liabilities assumed in a business combination are initially measured at their fair values at the acquisition date.
Acquisition-related costs are recognized as costs in the periods when the costs are incurred and the services are received. Any excess of the cost price of the business combination in relation to the group's share in the net fair value of the acquired subsidiary's identifiable assets, liabilities and contingent liabilities is recognized as goodwill in the balance sheet. Any excess of the group's share in the net fair value of the acquired subsidiary's identifiable assets, liabilities and contingent liabilities in relation to the cost price of business combinations is recognized in the income statement at the time of acquisition.
When the Group acquires a business, the derivatives involved separated from the underlying contract by the acquiree are revalued at the time of acquisition, unless the business combination results in a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required under the contract. Subsidiaries are consolidated from the date of acquisition, which is the date on which the Group obtains control, and continue to be consolidated until the date that control ceases.
NOTES TO THE FINANCIAL STATEMENTS FOR THE yEAR ENDED 31 MARCH 2014
If this is the case, the book value of the asset is increased to its recoverable amount. Financial assets are recognized in the statements of financial position when and only when the Group and the Company become parties to the contractual provisions of the financial instrument. Financial obligations are classified according to the content of the concluded contractual agreements and the definition of the financial obligation.
Financial liabilities, within the scope of IFRS 139, are recognized in the statement of financial position when and only when the Group and the Company become parties to the contractual provisions of the financial instrument. The Group and the Company have not determined any financial liability at fair value through profit or loss. The Group participates in the national pension scheme as defined by the law of the country in which it operates.
Contingent liabilities and assets are not recognized in the Group's statements of financial position. The individual financial statements of each company in the Group are measured using the currency of the primary economic environment in which the company operates ("functional currency"). None of the receivables from the Group's customers, which were neither due nor impaired, were renegotiated during the financial year.
The Group's exposure to liquidity risk stems primarily from mismatches in the maturities of financial assets and liabilities. The table below summarizes the maturity profile of the Group's and the Company's obligations at the reporting date based on contractual undiscounted repayment obligations. Interest rate risk is the risk that the fair values or future cash flows of the Group's and the Company's financial instruments will fluctuate due to changes in market interest rates.
There have been no significant judgments in the application of the Group's accounting policies, which may have significant effects on the amounts recognized in the financial statements.
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Dennis Tow Jun Fye and Lee Chee Kiean, two of the directors of Kuantan Flour Mills Berhad, hereby declare 61.
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
TO THE MEMBERS OF KUANTAN FLOUR MILLS BERHAD
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF KUANTAN FLOUR MILLS BERHAD
DIRECTORS' INTEREST IN COMPANY AND ITS RELATED CORPORATIONS Company - Kuantan Flour Mills Berhad. As a result of their holdings in the company's shares, all directors are deemed to have holdings in the shares of the company's subsidiaries to the extent that the company holds a share. 13 NOMINEE CITIGROUP (TEMPATAN) SDN BHD. UBS AG SINGAPORE FOR NORMAH BINTI MOHAMAD ARIP MAYBANK SECURIITES NOMINEE (TEMPATAN) SDN BHD.
Implementation period: five (5) years from and including the date of issue of vouchers, i.e. NOTICE IS HEREBY GIVEN that the Thirtieth Annual General Meeting of the Company will be held at Zenith Hotel, Zenith 2 & 3, Level 3, Jalan Putra Square 6, Putra Square, 25200 Kuantan, Pahang Darul Makmur, Malaysia on Monday, 29 September 2014 at 11:00. To receive the audited accounts for the year ended 31 March 2014 together with the directors' and auditors' reports thereon.
Lee Chee Kiean, who is resigning by rotation in accordance with Article 63 of the Company's Articles of Association and is standing for re-election. To be re-elected as Director, Encik Kushairi bin Zaidel, who shall resign by rotation in accordance with Article 63 of the Articles of Association of the Company and, being eligible, offer himself for re-election. McMillan Woods Thomas (audit firm no. AF001879) as the company's auditors and to authorize the directors to determine their remuneration.
That pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant Government/Regulatory Authorities, the Directors are and are hereby authorized to allot and issue shares in the Company at any time and on such terms and conditions and for such purposes as the Board of Directors in their absolute discretion deems appropriate, provided that the total number of shares to be issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that such authorization shall continue until the end of next ordinary general meeting of the company.". To conduct any other business of which due notice must be given in accordance with the Company's articles of association.
NOTICE OF THIRTIETH
NOTICE OF THIRTIETH ANNUAL gENERAL MEETINg
McMillan Woods Thomas (auditing firm no. AF001879) as auditors and authorize the board to fix their remuneration. Please indicate with an "X" in the appropriate box next to the resolutions how you would like your proxy to vote. If no instructions are given, this form will be used to authorize the proxy to vote at his/her discretion.).
In the event of a vote by show of hands, the first proxy will vote on my/our behalf. A member entitled to attend and vote at the meeting may appoint a proxy to attend and vote in his place. 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.
A member may appoint one (1) or more than one (1) proxy to attend and vote in place of the member. Where a member appoints two (2) or more proxies, the appointments are void unless he specifies the proportion of his holdings to be represented by each proxy. Where a member is an authorized nominee as defined under the Securities Industry (Central Repositories) Act, 1991, he may appoint at least one (1) proxy in respect of each securities account he holds with ordinary shares of the Company held to credit of said securities account.
The instrument appointing a proxy in the case of an individual must be signed by the appointor or by his attorney duly authorized and in the case of a corporation the instrument appointing a proxy must be under seal or under the hand of an officer or attorney duly authorized. The instrument appointing a proxy must be deposited at the registered office of the Company at Kawasan Lembaga Pelabuhan Kuantan, KM25, Jalan Kuantan/Kemaman, Tanjung Gelang, 25740 Kuantan, Pahang not less than 48 hours before the time fixed for the holding of the meeting is determined, or upon any adjournment thereof.
Kuantan Flour Mills Berhad
