The Group's integrated livestock division (upstream division) was mainly divided into two (2) segments viz. Layer and Broiler. The Group's food manufacturing division (lower division) was mainly divided into two (2) segments viz. liquid pasteurized chicken and egg products.
BUSINESS REVIEW (CONT’D) RETAIL BUSINESS (CONT’D)
PARTNERSHIP WITH NHF-JAPAN VIA ASSOCIATED COMPANY
CAPITAL EXPENDITURE
GEARING
ANTICIPATED OR KNOWN RISKS
DIVIDEND
ACKNOWLEDGEMENT AND APPRECIATION
DIRECTOR’S PROFILE
DATO’ YAP HOONG CHAI Executive Chairman
DATO’ YEAP WENG HONG Executive Director
DATO’ YAP CHOR HOW Executive Director
NG KIM TIAN Executive Director
YEAP FOCK HOONG
GAN LIAN PENG
TAN CHEE HAU
LIM TECK SENG
HIDEKI FUJII
RYUICHI NITTA
KEY SENIOR MANAGEMENT
2016 – Transferred to G-mart Borneo Retail Sdn Bhd and promoted to General Manager, Operations Present Directorship. Sustainability has always been a pillar of the Group's culture, as we strive to achieve continued growth and profitability in a safe, caring and sustainable environment.
SUSTAINABILITY STATEMENT
OUR SCOPE OF REPORTING
SUSTAINABILITY GOVERNANCE Vision, Mission and Core Value
SUSTAINABILITY GOVERNANCE (CONT’D) Corporate Governance
STAKEHOLDERS ENGAGEMENT
MATERIAL SUSTAINABILITY MATTERS Economic
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Economic (cont’d)
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Environment (cont’d)
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Social
MATERIAL SUSTAINABILITY MATTERS (CONT’D) Social (cont’d)
OUR COMMITMENT
CORPORATE GOVERNANCE OVERVIEW REPORT
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (a) BOARD RESPONSIBILITIES
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (a) BOARD RESPONSIBILITIES (Cont’d)
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (b) BOARD COMPOSITION
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS (CONT’D) (b) BOARD COMPOSITION (Cont’d)
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (a) AUDIT COMMITTEE
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT (CONT’D) (b) RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
MEMBERS OF AUDIT COMMITTEE
SECRETARY
TERMS OF REFERENCE
MEETINGS AND MINUTES Attendance at Meetings
AUDIT COMMITTEE REPORT
MEETINGS AND MINUTES (CONT’D) Meetings
SUMMARY OF ACTIVITIES
SUMMARY OF ACTIVITIES (CONT’D) b) Financial Reporting
SUMMARY OF ACTIVITIES (CONT’D) c) External Audit
CG PRACTICES
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
INTRODUCTION
BOARD’S RESPONSIBILITY
RISK MANAGEMENT FRAMEWORK
INTERNAL CONTROL
INTERNAL CONTROL (CONT’D)
REVIEW BY THE EXTERNAL AUDITORS
CONCLUSION
ADDITIONAL COMPLIANCE INFORMATION
Pursuant to the Companies Act 2016 ("the Act"), the board of directors is required to prepare accounts for each financial year in order to give a true and fair view of the group's and the company's financial position as well as results and cash flows for the group and the company at the end of the financial year. The Board of Directors has a general responsibility to take such steps as are reasonably available to them to protect the Group's assets and to prevent and detect fraud and other irregularities and material misstatements, as described in more detail in the corporate governance section of this report.
STATEMENT OF
This statement is prepared in accordance with the listing requirements of Bursa Malaysia Securities Berhad.
FINANCIAL STATEMENTS
DIRECTORS’
REPORT
PRINCIPAL ACTIVITIES
RESULTS
DIVIDENDS
RESERVES AND PROVISIONS
ISSUE OF SHARES AND DEBENTURES
INDEMNIFYING DIRECTORS, OFFICERS OR AUDITORS
DIRECTORS
SHARE ISSUANCE SCHEME
SHARE ISSUANCE SCHEME (CONT’D)
DIRECTORS’ INTEREST
DIRECTORS’ INTEREST (CONT’D)
Addition Disposal at 31.3.20 Related Company
DIRECTORS’ BENEFITS
OTHER STATUTORY INFORMATION
OTHER STATUTORY INFORMATION (CONT’D)
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
EVENT AFTER THE REPORTING DATE
AUDITORS
Key audit matters are those matters which, in our professional judgment, were the most important in our audit of the financial statements of the group and the company for the current financial year. When determining the fair value of biological assets, the Group uses the discounted cash flow model.
INDEPENDENT
Our responsibilities according to these standards are further described in the Auditor's responsibilities for auditing the annual accounts section of our report. These matters were addressed in connection with our audit of the annual accounts for the group and for the company as a whole and in our conclusion thereon, and we do not issue a separate conclusion on these matters.
AUDITORS’ REPORT
The other information includes the information included in the Annual Report and the Management Report, but does not include the annual accounts of the Group and the Company and our auditor's report thereon. Our opinion on the financial statements of the Group and the Company does not relate to the other information and we do not formulate any certainty conclusions about this. The directors of the company are responsible for preparing financial statements of the group and the company that give a true and fair view in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.
Our objectives are to obtain reasonable assurance as to whether the financial statements of the Group and of the company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. 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.
From the matters communicated with the Directors, we determine those matters which were most important in the audit of the financial statements of the Group and of the Company for the current year and are therefore the key audit matters. The financial statements of the Group and the Company for the financial year ended 31 March 2019 were audited by another firm of chartered accountants whose report dated 28 June 2019 expressed an unmodified opinion on the financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
FINANCIAL POSITION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
No diluted earnings per share are presented as there are no potential dilutive ordinary shares at the end of the financial year.
STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
NOTES TO THE
FINANCIAL STATEMENTS
GENERAL INFORMATION
BASIS OF PREPARATION 1 Statement of Compliance
BASIS OF PREPARATION (CONT’D) 1 Statement of Compliance (cont’d)
Leases
- Basis of Measurement
- Functional and Presentation Currency
- Use of Estimates and Judgments
- BASIS OF PREPARATION (CONT’D) 4 Use of Estimates and Judgments (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES 1 Equity Instruments
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 2 Basis of Consolidation
- Subsidiary Companies
- Associates
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 5 Intangible Assets
- Property, Plant and Equipment
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 6 Property, Plant and Equipment (cont’d)
- Investment Property
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 7 Investment Property (cont’d)
- Income Taxes (a) Current tax
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 8 Income Taxes (cont’d)
- Provision
- Cash and Cash Equivalents
- Biological assets
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 11 Biological assets (cont’d)
- Inventories
- Non-current assets held for sale
- SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 14 Leases
- SIGNIFICANT ACCOUNTING POLICIES (CONT’d)
- Leases (cont’d)
- Leases (cont’d) Previous financial year
- Impairment
- Impairment (cont’d)
- Employee Benefit Costs (a) Short term benefits
- Foreign Currency Transactions
- Foreign Currency Transactions (cont’d) (b) Foreign currency translations (cont’d)
- Revenue Recognition
- Financial Instruments
- Financial Instruments (d) Financial Assets (cont’d)
- Financial Instruments (cont’d) (g) Recognition of Gains and Losses
- Borrowing Costs
- Contingencies
- Fair Value Measurements
- Fair Value Measurements (cont’d)
- Segment Information
- Related Parties
- Related Parties (cont’d)
- PRINCIPAL ACTIVITIES
- PROPERTY, PLANT ANd EQUIPMENT (CONT’d)
The financial statements of the Group and the Company are presented in Ringgit Malaysia (RM), the functional currency of the Group and the Company. An equity instrument is any contract that shows a residual interest in the assets of the Group and the Company, after deducting all its liabilities. 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.
Payments made for operating leases are recognized in profit or loss on a straight-line basis over the term of the lease. The income and other income of the Group and the Company are recognized as follows:- (a) Sales of goods. Lease income is recognized in profit or loss on a straight-line basis over the term of the lease.
Contingent liabilities and assets are not included in the statements of financial position of the Group and the Company. The fair value of land and buildings (at valuation) of the Group and the Company are divided as follows: - Group Level 1 Level 2 Level 3 Total.
- INVESTMENT PROPERTIES
- INVESTMENT PROPERTIES (CONT’D)
- INVESTMENT PROPERTIES (CONT’d)
- SUBSIDIARY COMPANIES A. INVESTMENT IN SUBSIDIARIES
- ASSOCIATED COMPANY
- INVESTMENT IN AN ASSOCIATE
- AMOUNT DUE FROM/(TO) AN ASSOCIATE
- OTHER INVESTMENTS
- INTANGIBLE ASSETS
- DEFERRED TAX ASSETS/(LIABILITIES)
- BIOLOGICAL ASSETS At fair value less cost to sell
- BIOLOGICAL ASSETS (CONT’D) Description of valuation
- INVENTORIES
- TRADE RECEIVABLES
- OTHER RECEIVABLES
- OTHER RECEIVABLES (CONT’D)
- DEPOSITS WITH A LICENSED BANK Group
- CASH AND BANK BALANCES
- NON-CURRENT ASSETS HELD FOR SALE
- SHARE CAPITAL
- SHARE CAPITAL (CONT’D)
- SHARE CAPITAL (CONT’D) Warrants 2016/2021 (cont’d)
- RESERVES
- RESERVES (CONT’D) (a) Share option reserve
- BORROWINGS
- BORROWINGS (CONT’D)
- BORROWINGS (CONT’D) 2 Lease liabilities (cont’d)
- OTHER PAYABLES
- TRADE PAYABLES
- REVENUE
- EMPLOYEE BENEFITS EXPENSES
- TAXATION
- EARNINGS PER ORDINARY SHARE Basic earnings per ordinary share :-
- DIVIDEND
- RELATED PARTY DISCLOSURES Significant Related Party Transactions
- SEGMENTAL REPORTING
- FINANCIAL INSTRUMENTS
- FINANCIAL INSTRUMENTS (CONT’D) (a) Financial risk management policies (cont’d)
- FINANCIAL INSTRUMENTS (CONT’D) (b) Fair Values of Financial Instruments
- FINANCIAL INSTRUMENTS (CONT’D) (c) Fair Value Hierarchy (cont’d)
- FINANCIAL INSTRUMENTS (CONT’D)
- CAPITAL COMMITMENT
- OPERATING LEASE ARRANGEMENTS
- CONTINGENT LIABILITIES A. GUARANTEES
- CONTINGENT LIABILITIES (CONT’D) B. MATERIAL OUTSTANDING LITIGATION
- SIGNIFICANT EVENT DURING THE YEAR
- EVENT AFTER THE REPORTING DATE
- CAPITAL MANAGEMENT
- COMPARATIVE FIGURES
The Group and the Company have classified their biological assets measured at fair value within level 3 in the fair value hierarchy. If the estimated expected sales prices for the group's and the company's biological assets had been 5%. BORROWING (CONTINUED) Reconciliation of movements of liabilities to cash flows for the group and company as a result of financing activities.
The Group's and the Company's interest rate profile significant interest-bearing financial instruments based on the accounting value at the end of the financial year was. The Group's and the Company's exposure to liquidity risk arises primarily as a result of mismatching maturities on financial assets and liabilities. The table below summarizes the maturity profile of the group's and the company's financial obligations at the end of the reporting date based on undiscounted contractual payments.
The Group and Company use aging analysis to monitor the credit quality of the debtors. None of the Group's and the Company's trade receivables that are not overdue or impaired were renegotiated during the financial year. The following table provides the fair value measurement hierarchy of the Group's and the Company's assets.
The debt/equity ratio at the end of the reporting period was as follows.
NG KIM TIAN (Director)
STATEMENT BY DIRECTORS
PURSUANT TO SECTION 251 (2) OF THE COMPANIES ACT 2016
STATUTORY DECLARATION
ANALYSIS OF SHAREHOLDINGS
AS AT 3 AUGUST 2020
30 LARGEST SECURITIES ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNT BELONGING TO THE SAME PERSON)
KENANGA NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
LEMBAGA TABUNG HAJI
MAYBANK SECURITIES NOMINEES (TEMPATAN) SDN. BHD
KENANGA NOMINEES (TEMPATAN) SDN. BHD
RHB NOMINEES (TEMPATAN) SDN. BHD
30 LARGEST SECURITIES ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (CONT’D) (WITHOUT AGGREGATING SECURITIES FROM DIFFERENT SECURITIES ACCOUNT BELONGING TO THE SAME PERSON)
UOB KAY HIAN NOMINEES (ASING) SDN. BHD
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
CIMSEC NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
SUBSTANTIAL SHAREHOLDERS (BASED ON THE REGISTER OF SUBSTANTIAL SHAREHOLDER) NO. OF SHARES HELD
LIST OF DIRECTORS’ SHAREHOLDINGS
ANALYSIS OF
WARRANT HOLDINGS
30 LARGEST WARRANT ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS)
KENANGA NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
CIMSEC NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
MAYBANK NOMINEES (TEMPATAN) SDN. BHD
CGS-CIMB NOMINEES (TEMPATAN) SDN. BHD
AFFIN HWANG NOMINEES (TEMPATAN) SDN. BHD
30 LARGEST WARRANT ACCOUNT HOLDERS (BASED ON THE RECORD OF DEPOSITORS) (CONT’D) (WITHOUT AGGREGATING WARRANT FROM DIFFERENT WARRANT ACCOUNTS BELONGING TO THE SAME REGISTERED WARRANT
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
PUBLIC NOMINEES (TEMPATAN) SDN. BHD
LIST OF DIRECTORS’ WARRANT HOLDINGS
LIST OF TOP TEN PROPERTIES
NOTICE OF
ANNUAL GENERAL MEETING
This disclosure must be made in the annual report of a breakdown of the total value of all transactions carried out pursuant to the proposed renewal of the existing shareholder mandate during the financial year, based on the following information:-. AND THAT the Directors of the Company are and are hereby authorized to carry out and execute all such acts and things as they may deem expedient or necessary to carry out this general resolution.”. A proxy may, but need not, be a member and there shall be no limitation as to the qualification of the proxy.
This authority, unless revoked or amended by the Company at the general meeting, shall terminate at the next general meeting of the company. Please refer to Section 2.4 of the Circular to Shareholders dated 21 August 2020, which was sent together with the Company's 2020 Annual Report, for more information. Proposed Resolution 8 has been proposed in order to grant a renewed general mandate for the issuance of shares by the Company according to articles 75 and 76 of CA 2016.
Ordinary Resolution 8, if adopted, will give the Directors of the Company the power to issue ordinary shares in the Company at any time and at their discretion without calling a General Meeting. Unless it is revoked or amended by the Company during a General Meeting, the authorization will expire at the end of the next General Meeting of the Company.
LAY HONG BERHAD
A member of the Company who is entitled to attend and vote is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, participate in his place , to speak and vote. A member of the Company may not appoint more than two (2) proxies to attend the meeting, provided that the member specifies the proportion of the members' shareholdings to be represented by each proxy, failing which the appointments is invalid. Where a member is an authorized nominee as defined in the Securities Industry (Central Depositories) Act 1991, it may appoint at least one nominee in respect of each Securities account it holds with ordinary shares of the Company held to the credit of the said Securities account standing. .
Where a member of the Company is an exempt authorized nominee who holds ordinary shares of the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies that the exempt authorized nominee may appoint in respect of each omnibus account it has. The document appointing a proxy must be in writing and the proxy or other authority (if any) signed or a notarized copy thereof must be deposited at the office of the Registrar of Shares, Securities Services (Investments) Sdn. A document appointing a proxy shall, in the case of an individual, be signed by the appointor or by his attorney duly authorized in writing, and in the case of a corporation shall be either signed by its common seal or signed by its attorney or in in accordance with the provision of its articles of association or by an officer duly authorized on behalf of the company.
In respect of the deposited securities, only members whose names appear in the Depositary Register on 21 September 2020 will be entitled to attend the meeting or appoint proxies to attend and/or vote on his behalf. Pursuant to rule 8.29A(1) of the Stock Exchange's Principal Listing Requirements, all resolutions set out in this Notice shall be put to a vote by poll.