QL Resources Sdn Bhd- Annual Report 2015 - Malaysian Agricultural Repository

QL has been building its palm oil capabilities, from milling and estate ownership to clean energy from biomass, in a move that expands the value chain of traditional agriculture. QL has two independent crude palm oil (CPO) mills serving small and medium estates in the Tawau and Kunak regions of Sabah, East Malaysia.

GROUP

CORPORATE STRUCTURE

AS AT 30 JUNE 2015)

MARINE PRODUCTS

PALM OIL ACTIVITIES

BIOMASS

ENERGY BUSINESS

INTERGRATED

LIVESTOCK FARMING

BOARD OF DIRECTORS

COMPANY SECRETARY

AUDITORS

AUDIT COMMITTEE

REMUNERATION COMMITTEE

NOMINATING COMMITTEE

REGISTERED OFFICE

PRINCIPAL BANKERS

REGISTRARS

STOCK EXCHANGE LISTING

INVESTOR RELATION

CORPORATE INFORMATION

HIGHLIGHTS

Alliance Bank Malaysia Berhad Alliance Islamic Bank Berhad AmBank (M) Berhad Hong Leong Bank Berhad HSBC Amanah Malaysia Berhad HSBC Bank Malaysia Berhad Malayan Banking Berhad. Chia Seong Pow, Chia Song Swa, Chia Mak Hooi, YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood, Dr.

BOARD OF DIRECTORS’

He was the chairman of the International Shipowners Association of Malaysia (ISOA) and the past president of I.C.H.C.A. He is the past president of the Malaysian International Chamber of Commerce and Industry (MICCI) and a vice president of the National Chamber of Commerce and Industry of Malaysia (NCCIM).

BOARD OF DIRECTORS’

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood, aged 76, a Malaysian, was appointed as Chairman and Independent Non-Executive Director of the Company on 3 January 2000. At the ASEAN level, he was the Malaysian President of the ASEAN Chambers of Commerce and Industry.

PROFILE

Chia Song Kooi, 55 years old, Malaysian, was appointed executive director of the company on January 3, 2000. Bhd. He was appointed director responsible for the sales and trading function at QL Feed Sdn.

CHAIRMAN’S STATEMENT

A more detailed description of the IJNF project can be found in the Corporate Social Responsibility report. I would like to thank the senior management team for their careful management of the Group amid extensive regional growth activities.

GROUP MANAGING DIRECTOR’S REPORT

The completion of the feed mill will enable QL to expand its value chain into animal feed raw material trading, animal feed production, day-old chick production, commercial broiler farming, broiler chicken processing and ready-to-eat poultry products. Some of the concerns can be attributed to poor oil prices, poor commodity prices, a weaker currency and poorer purchasing power, while a majority of analysts attribute the outlook to an uncertain political environment.

MEMBERSHIP

ATTENDANCE AT MEETINGS

SUMMARY OF ACTIVITIES DURING THE FINANCIAL YEAR

AUDIT COMMITTEE

INTERNAL AUDIT FUNCTION

TERMS OF REFERENCE OF AUDIT COMMITTEE

MEMBERSHIPS
AUTHORITY
FUNCTIONS OF THE COMMITTEE
ATTENDANCE AT MEETINGS
PROCEDURE OF THE COMMITTEE
QUORUM
FREQUENCY OF MEETINGS
ESTABLISH CLEAR ROLES AND RESPONSIBILITIES

At least twice a year, the Committee will meet with the external auditors, excluding the presence of other directors and employees of the Company, and whenever deemed necessary. The majority of members present must be independent directors and constitute the quorum of the Committee.

CORPORATE GOVERNANCE

STRENGTHEN COMPOSITION
REINFORCE INDEPENDENCE
FOSTER COMMITMENT
UPHOLD INTEGRITY IN FINANCIAL REPORTING
RECOGNISE AND MANAGE RISKS
ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS

The board had adopted a code of conduct, which is embedded in the charter of the company's board. The board is satisfied with the degree of independence of the independent non-executive director.

OTHER INFORMATION

The Annual General Meeting (“AGM”) is the main forum for dialogue between the Company and its shareholders and investors. Shareholders are given the opportunity to raise questions about the Group's activities and prospects, as well as to communicate their expectations and concerns to the Company.

ADDITIONAL COMPLIANCE INFORMATION

The company recognizes the importance of communicating with its shareholders and does this through the annual report, general meeting and announcements via Bursa Malaysia. The Company's shareholders approved the proposed renewal of the share repurchase authorization at its general meeting on August 22, 2014.

STATEMENT OF DIRECTORS'

STATEMENT ON RISK MANAGEMENT

AND INTERNAL CONTROL

The risk management framework improves risk oversight and facilitates the ongoing identification of significant risks facing the Group. However, the interests of the Group are served through representation on the boards of directors of the respective associated companies.

CORPORATE SOCIAL RESPONSIBILITY REPORT – FY2015

The board has formalized a Risk Management framework that projects the group's desire to identify, evaluate and manage significant business risks. The Risk Management Committee had performed its duties in accordance with the Group's risk management policies and procedures established to safeguard the Group's assets.

CORPORATE

Instituted controls are consistently applied by Management to maintain an acceptable level of exposure in accordance with the Group's risk management practices. The Group continues to take the necessary measures to ensure that the system of internal control is in place and functions effectively.

SOCIAL RESPONSIBILITY AT QL

It is the board's opinion that the risk management and internal control systems that have been in place during the financial year and up to the date of approval of this statement are sufficient and effective to secure the shareholders' investments, the group's assets and interests. by customers, supervisory authorities and employees. There have been no significant breakdowns or weaknesses in the group's internal control system which could result in significant losses for the group for the ﬁnancial year examined.

WORKPLACE

Together, QL and Boilermech Bhd (QL's associate) carried out various recovery measures to get the school back on its feet by rewiring the ground floor of the school building and installing new lighting and fans for classrooms on the ground floor.

MARKET PLACE

FINANCIAL STATEMENTS

QL Resources has surpassed a market capitalization of RM5 billion, yet its share of the consumer food market is still relatively small. Increasing awareness of the company's many food brands and marketing products to an audience that increasingly cares about nutrition and nutritious foods is a priority for the Group.

DIRECTORS' INTERESTS IN SHARES

DIRECTORS' BENEFITS

DIRECTORS’ REPORT

PRINCIPAL ACTIVITIES

RESULTS

RESERVES AND PROVISIONS

DIVIDENDS

DIRECTORS OF THE COMPANY

The other directors, Chieng Ing Huong and Tan Bun Poo holding as at 31 March 2015 did not hold any shares in the ordinary shares of the company and its affiliates during the financial year. The directors are pleased to submit their report and audited accounts of the group and company for the financial year ended 31 March 2015.

ISSUE OF SHARES AND DEBENTURES

There were no arrangements during and at the end of the ﬁnancial year which aimed to enable Directors of the Company to obtain benefits by means of the acquisition of shares in or debentures of the Company or any other legal entity.

OPTIONS GRANTED OVER UNISSUED SHARES

SHARE BUY-BACK

OTHER STATUTORY INFORMATION

No contingent liability or other liability for any company in the group has been enforced or can be expected to be enforced within a period of twelve months after the end of the financial year, which in the opinion of the board of directors will or can have a significant impact on the Group's and the Company's ability to fulfill their obligations , as and when they become due. Signed on behalf of the Board of Directors in accordance with Board Resolution:.

STATEMENTS OF FINANCIAL POSITION

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

STATEMENT

OF CHANGES IN EQUITY

STATEMENTS OF CASH FLOWS

NOTES TO THE STATEMENTS OF CASH FLOWS

BASIS OF PREPARATION

The IFRS, interpretations and amendments are effective for annual periods beginning on or after July 1, 2014. l Amendments to IAS 1, First-time adoption of financial reporting standards (cycle of annual improvements). IFRS, Clarifications and Amendments effective for annual periods beginning on or after January 1, 2016. l Amendments to IAS 5, Non-current assets held for sale and discontinued operations (annual improvement cycle 2012-2014).

NOTES TO THE

The financial statements of the Group and the Company have been prepared in accordance with Financial Reporting Standards (“FRS”) and the requirements of the Companies Act, 1965 in Malaysia.

FINANCIAL STATEMENTS

BASIS OF PREPARATION (CONTINUED)

IFRS, Interpretations and Amendments effective for annual periods beginning on or after 1 January 2018 l IAS 9, Financial Instruments (2014). As a result, the Group and the Company will not adopt the above IFRS, interpretations and amendments effective for annual periods beginning on or after 1 January 2018.

SIGNIFICANT ACCOUNTING POLICIES

These financial statements are presented in Ringgit Malaysia (“RM”), which is the functional currency of the Company. The preparation of financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Costs for the daily servicing of property, plant and equipment are recognized in the result as they are incurred. Rental income from investment properties is recognized in the result linearly over the leasing period.

PROPERTY, PLANT AND EQUIPMENT

Fair value of an asset or a liability, except for share-based payment and lease transactions, is determined as the price that would be received to sell an asset or paid to sell a liability in an orderly transaction between market participants on the transfer measurement date. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible.

PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

Depreciation charge for the year is allocated as follows
Assets under ﬁnance lease
Capital work-in-progress

Unfinished investment works refer to the ongoing construction of buildings and installation of devices and machines in some subsidiaries.

INVESTMENT PROPERTIES

INTANGIBLE ASSETS
BIOLOGICAL ASSETS
INVESTMENT IN SUBSIDIARIES
INTANGIBLE ASSETS (CONTINUED)
INVESTMENT IN ASSOCIATES
INVESTMENT IN SUBSIDIARIES (CONTINUED)
OTHER INVESTMENTS

Available-for-sale ﬁnancial assets

DEFERRED TAX ASSETS/(LIABILITIES)
TRADE AND OTHER RECEIVABLES
DEFERRED TAX ASSETS/(LIABILITIES)(CONTINUED)

Amounts due from subsidiaries and associates Subsidiaries
Other receivables
Trade receivables
Allowance for impairment loss

INVENTORIES
PREPAYMENTS AND OTHER ASSETS

Deposits

DERIVATIVE FINANCIAL ASSETS/(LIABILITIES)
CASH AND CASH EQUIVALENTS
CAPITAL AND RESERVES

Share capital
Share premium
Translation reserve
Fair value reserve

PREPAYMENTS AND OTHER ASSETS (CONTINUED)

Hedging reserve
Retained earnings

LOANS AND BORROWINGS

Interest/Proﬁt rate Group
Interest/Proﬁt rate (continued) Group (continued)
Security Group

EMPLOYEE BENEFITS
LOANS AND BORROWINGS (CONTINUED)

Interest/Proﬁt rate (continued) Group and Company (continued)
Security (continued) Group (continued)

EMPLOYEE BENEFITS (CONTINUED)
TRADE AND OTHER PAYABLES

Amounts due to subsidiaries
Trade payables
Amount due to associate
Other payables

RESULTS FROM OPERATING ACTIVITIES
TRADE AND OTHER PAYABLES (CONTINUED)
FINANCE COSTS
FINANCE INCOME
TAX EXPENSE
RESULTS FROM OPERATING ACTIVITIES (CONTINUED)
EARNINGS PER ORDINARY SHARE
DIVIDENDS
OPERATING SEGMENTS
TAX EXPENSE (CONTINUED)
FINANCIAL INSTRUMENTS

Categories of ﬁnancial instruments

FINANCIAL INSTRUMENTS (CONTINUED)

Categories of ﬁnancial instruments (continued)
Net (losses) and gains arising from ﬁnancial instruments
Financial risk management
Credit risk (continued) Receivables (continued)
Credit risk
Credit risk (continued)
Liquidity risk
Liquidity risk (continued)NOTES TO THE FINANCIAL STATEMENTS
Liquidity risk (continued)
Market risk
Market risk (continued) .1 Currency risk (continued)
Market risk (continued) .2 Interest rate risk (continued)
Hedging activities .1 Cash ﬂow hedge
Hedging activities (continued) .1 Cash ﬂow hedge (continued)
Fair value information
Fair value information (continued)
Fair value information (continued)NOTES TO THE FINANCIAL STATEMENTS

The interest rate profile of the Group's and the Company's main interest-bearing financial instruments, based on the carrying amounts at the end of the reporting period, was:. The exposure to share price risk of the Group and the Company is not material and therefore no sensitivity analysis is presented.

The fair value of an asset to be transferred between levels is determined from the date of the event or change in circumstances that caused the transfer.

OPERATING LEASES
RELATED PARTIES

Fair value information (continued) Level 3 fair value (continued)

CAPITAL AND OTHER COMMITMENTS
CAPITAL MANAGEMENT
RELATED PARTIES (CONTINUED)
SUBSIDIARIES
SUBSIDIARIES (CONTINUED)
ACQUISITION OF SUBSIDIARIES AND NON-CONTROLLING INTEREST

Acquisition of subsidiaries
Acquisition of non-controlling interest
Disposal of non-controlling interest

SUPPLEMENTARY FINANCIAL INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES
ACQUISITION OF SUBSIDIARIES AND NON-CONTROLLING INTEREST (CONTINUED)

Acquisition of subsidiaries (continued)NOTES TO THE FINANCIAL STATEMENTS

Key management includes all Group directors and some members of the Group's senior management. Other key management personnel consist of persons who are not directors of the companies in the Group, who have the authority and responsibility for direct or indirect planning, direction and control of the activities of the companies in the Group.

STATEMENT BY DIRECTORS

In the opinion of the directors, the financial statements on pages 52 to 144 have been prepared in accordance with financial reporting standards and the requirements of the Companies Act 1965 in Malaysia, so that they give a true and fair view of the financial position of the Group and the Company as at 31 March 2015 and their financial performance and cash flows for the then ended business year. According to the directors, the information set out in Note 35 on page 145 to the financial statements was compiled in accordance with Special Issue Instruction no. 1, Determination of realized and unrealized gains or losses in the context of Disclosures in accordance with the Bursa Malaysia Securities Berhad Listing Requirements issued by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa Malaysia Securities Berhad.

STATUTORY DECLARATION

Signed and solemnized by the above named at Klang, in the State of Selangor, on the 9th day of July, 2015.

REPORT ON THE FINANCIAL STATEMENTS

INDEPENDENT AUDITORS’ REPORT

The Directors of the Company are responsible for the preparation of the financial statements so as to give a true and fair view in accordance with the Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. We have taken into account the accounts and reports of the auditors of the subsidiaries of which we did not act as auditors, which are presented in note 33 of the financial statements.

LIST OF PROPERTIES

Mukim Hutan Melintang Kecamatan Hilir Perak, Perak Lot 8157, Blok 59, Tanah Muara Tuang Kecamatan.

Directors’ Shareholdings

Substantial Shareholders

SHAREHOLDERS' ANALYSIS REPORT

Assumed interest through his interest in CBG and indirect interest in RT and his wife's shares in QL. FH”), his and his wife's indirect interest in RT, the shares of his wife, children and their spouse in QL.

AGENDA

NOTICE OF ANNUAL GENERAL MEETING

KPMG as the Company's auditors and to authorize the Directors to determine their remuneration. The deed appointing a power of attorney must be deposited at the registered office of the Company at no.

EXISTING RRPT

A member of the Company entitled to attend and vote at the Meeting may appoint up to two proxies to attend and vote on his behalf. This authority unless revoked or varied by the Company at a General Meeting shall terminate at the next Annual General Meeting of the Company.

RECURRENT

YM Tengku Dato' Zainal Rashid Bin Tengku Mahmood was appointed as an Independent Non-Executive Director of the Company on January 3, 2000, serving the Company for over fifteen (15) years. The proposed resolution is to restore the general power of directors to issue shares under section 132D of the Companies Act 1965.

RELATED PARTY TRANSACTIONS

If the proposed resolutions are adopted, the Company will be authorized to purchase and/or hold a maximum of 10% of the issued and paid-up share capital of the Company. If the proposed resolutions are adopted, the Company will be authorized to purchase and/or hold a maximum of 10% of the issued and paid-up share capital of the Company.

NEW RRPT

EXISTING RRPT (CONTINUED)

Mr. Cheah Yaw Song and Mr. Cheah Juw Teck are directors of QL Foods and shareholders of QL. She is the daughter-in-law and sister-in-law of Mr. Cheah Yaw Song and Mr. Cheah Juw Teck respectively, who are the directors of QL Foods and QL Fishmeal Sdn. as well as QL shareholders.

The Company Secretary

QL RESOURCES BERHAD (428915-X)

Notes