This authorization, unless it is revoked or changed at a general meeting, expires at the end of the next ordinary general meeting of the company. This authorization, unless revoked or amended by the Company at a general meeting, expires at the end of the next ordinary general meeting of the Company.
DETAILS OF THE PROPOSED SHARE BUY-BACK (cont’d) 3.2 Quantum
Funding
Pricing and Regulatory Requirements
DETAILS OF THE PROPOSED SHARE BUY-BACK (cont’d) 3.5 Treatment of Purchased Shares
DETAILS OF THE PROPOSED SHARE BUY-BACK (cont’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 (cont’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
Net Assets
Earnings
FINANCIAL EFFECTS TO THE PROPOSED SHARE BUY-BACK (cont’d) 7.4 Working Capital
Dividends
SHAREHOLDINGS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS
Directors’ shareholdings
SHAREHOLDINGS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS (cont’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 SHARE PRICES OF KLUANG RUBBER 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
A detailed breakdown of the planted area of the Kluang Estate is included under "Age Profile of Planted Area". On an equity basis, the company's stake in Sungei Bagan is expected to increase to 43.40% following the completion of the special dividend payment.
BOARD RESPONSIBILITIES Principle Responsibilities of the Board
This management charter was last reviewed by the board of directors on August 27, 2021 and is published on the company's website. This code was adopted by the board of directors on October 8, 2020 and is published on the company's website.
BOARD COMPOSITION Independent Directors
The current Whistleblowing Policy was adopted by the Board and came into force on 1 June 2020. Following the introduction of the Corporate Responsibility for Bribery and Corruption provisions under Section 17A of the Malaysian Anti-Corruption Commission Act 2009 (the “MACC Act ") On June 1, 2020, the Board of Directors adopted an anti-bribery and anti-corruption policy, which reflects the company's position of zero tolerance for all forms of bribery and corruption and its commitment to legal and ethical behavior at all times.
BOARD COMPOSITION (cont’d) Independent Directors (cont’d)
The composition of the Board assessed based on the required mix of skills, experience and other qualities; The composition of the board committees assessed based on their compliance with the provisions of the regulations;
REMUNERATION Remuneration Policy
The details of the AC activities in the financial year ended 30 June 2022 are set out in the AC report. The board strives to establish a transparent and professional relationship with the external auditors with assistance from AC.
RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK Effective Risk Management and Internal Control Framework
According to the AC's mandate, the AC must annually assess the suitability, objectivity and independence of the external auditors. The internal auditors provide an independent assessment of the adequacy, efficiency and effectiveness of the Company's internal control system.
COMMUNICATION WITH STAKEHOLDERS
None of the internal audit members have a family relationship with a director and/or major shareholder of the listed issuer nor do they have a conflict of interest with the listed issuer, which could compromise their objectivity and independence. Any questions or concerns can be passed through the Company Secretaries who will then bring the matter to the attention of the Board of Directors.
COMMUNICATION WITH STAKEHOLDERS Conduct of General Meetings
Economic
The economic pillar of sustainability focuses on the impact on the economic condition of our stakeholders and on economic systems at the local and national level. We believe that our economic performance depends on the health of our stakeholders, and we strive to work with the community to create value.
Economic (cont’d)
In accordance with Section 17A of the Malaysian Anti-Corruption Commission Act (“MAKK”) 2009, the company's whistle-blowing policy has been reviewed and approved by the board, effective 1 June 2020.
Environmental
Environmental (cont’d) Zero-Burning Policy
Environmental (cont’d)
Social
Social (cont’d)
The company is also sensitive to the needs of employees and provides places of worship and recreational facilities. In the fiscal year ending June 30, 2022, in addition to renovations to the office and staff quarters, immediate repairs were also carried out to workers' housing. The company values the importance of education and encourages continuous learning among our employees and their children.
Social (cont’d) Employee Training
Social (cont’d) COVID-19 Pandemic
The board established a formal and transparent arrangement with the Company's external auditors through AC. The AC's role in relation to the external auditors appears in the AC report. For the financial year ended 30 June 2021 first and last tax exemption (single layer).
STATUTORY DECLARATION
We, Chew Khat Khiam Albert and Lee Chung-Shih Justin, being two of the directors of Kluang Rubber Company (Malaya) Berhad, declare that, in the opinion of the directors, the accompanying financial statements set out on pages 79 to 147 have been prepared in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia in order to give a true and fair view of the financial position of the Group and the Company as at 30 June 2022 and their performance financial and cash flows for the year closed at that time. Signed on behalf of the Board pursuant to a resolution of the directors dated October 12, 2022.
PURSUANT TO SECTION 251(1)(B) OF THE COMPANIES ACT 2016
KLUANG RUBBER COMPANY (MALAYA) BERHAD
Information other than the annual accounts and the associated auditor's report. The directors of the Company are responsible for the other information. The other information includes the management report, but does not include the annual accounts of the Group and the Company and our auditor's report thereon, which we obtained before the date of this auditor's report, and the Annual Report, which is expected after the date of this auditor's report will be made available to us. 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.
KLUANG RUBBER COMPANY (MALAYA) BERHAD (cont’d)
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 financial year and are therefore the key audit matters. This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016 in Malaysia and for no other purpose. The accompanying accounting policy and explanatory notes form an integral part of the financial statements.
AS AT 30 JUNE 2022
CORPORATE INFORMATION
Kluang Rubber Company (Malaya) Berhad is a limited liability company, incorporated and domiciled in Malaysia, and is listed on the main market of Bursa Malaysia Securities Berhad. 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
The direct and ultimate holding companies are The Nyalas Rubber Estates Limited and Mixed Holdings (Private) Limited respectively, both incorporated and domiciled in the Republic of Singapore.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 3 Standards issued but not yet effective
- Basis of consolidation
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 4 Basis of consolidation (cont'd)
- Transactions with non-controlling interests
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 6 Foreign currencies
- Property, plant and equipment and depreciation
- Bearer plants
After recognition, property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. The ongoing capital involved in property, plant and equipment is not depreciated as these assets are not yet available for use. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from use or disposal.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 9 Biological assets
- Investment properties
- Impairment of non-financial assets
- Subsidiaries
The carrying amount of the investment is adjusted to recognize changes in the group's share of the net assets of the participation since the date of acquisition. Goodwill related to the participation is included in the carrying amount of the investment and is not separately tested for impairment. The consolidated statement of profit or loss reflects the Group's share of the results of the participation's operations.
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
- Financial instruments (cont’d) (a) Financial assets (cont’d)
- Investment in precious metal - gold bullion
- Cash and cash equivalents
- Inventories
- Employee benefits (a) Short term benefits
- Leases
The Group and the Company have elected to irrevocably classify their quoted equity investments under this category. The Group and the Company recognize an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. The Group and the Company consider a financial asset in default when contractual payments are 180 days overdue.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d) 22 Leases (cont’d)
- Revenue recognition
The Group and the Company income from contracts with customers based on the five-step model as set out below:. The transaction price is the consideration to which the Group and the Company expect to be entitled in exchange for the transfer of promised goods or services to a customer, excluding amounts collected on behalf of third parties. iv) Allocate the transaction price to the performance obligations in the contract. The Group and the Company enter into an agreement with their customers for the sale of bundles of fresh oil palm fruit.
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
DIRECTORS’ REMUNERATION
INCOME TAX EXPENSE
INCOME TAX EXPENSE (cont’d)
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (cont’d)
Compulsory acquisition of land by the government was completed in the previous financial year and disposal proceeds were received in the current financial year. The Group has entered into a non-cancelable operating lease agreement for the use of the land. Details of lease obligations relating to right-of-use assets are disclosed in note 23.
BEARER PLANTS
INVESTMENT PROPERTIES
INVESTMENT IN SUBSIDIARIES
INVESTMENT IN SUBSIDIARIES (cont’d) (a) Composition of the Group (cont’d)
INVESTMENT IN SUBSIDIARIES (cont’d)
June 2021
- 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 Group's and the Company's biological assets include pre-harvest fresh fruit bunches ("FFB"). The measurement of the fair value of the Group's and the Company's biological assets is categorized within Level 3 of the fair value hierarchy. None of the trade and other receivables of the Group and the Company are overdue or impaired.
June 2022
- FAIR VALUE MEASUREMENT (cont’d) (a) Fair value measurement hierarchy (cont’d)
- FAIR VALUE MEASUREMENT (cont’d)
- FAIR VALUE MEASUREMENT (cont’d) (b) Level 3 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) (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
- AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE
The following table sets out the hierarchy of fair value measurement of the Group's and the Company's assets: (continued) Quoted price Significant Significant. The Group's and the Company's exposure to credit risk arises primarily from trade and other receivables. At the reporting date, the Group and the Company have a significant credit risk concentration of 100%.
DIRECTORS’ INTEREST IN SHARES
Name of material shareholders Direct % Indirect %. a) Deemed interested by virtue of his substantial interest in Estate And Trust Agencies (1927) Ltd. b) Deemed interested by virtue of their substantial interest in The Nyalas Rubber Estates Limited, and Estate And Trust Agencies (1927) Ltd.
PLANTED AREA AGE PROFILE
Ordinary Resolution 1 To declare and approve the payment of single first and final dividends of 1 sen per office of the Company's Share Registrar, Board Room Share Registrars Sdn Bhd at 11th Floor, Menara Symphony, No. If no name is inserted in the space provided for the name of your proxy, the chairman of the meeting will act as your proxy.
