The Group's shareholders' fund improved from RM120.7 million to RM131.8 million, attributable to accumulated profits during the year. RM23.1 million was expanded to increase the Group's egg and broiler production capacity.
METRIC TONS
OF PROCESSED
CHICKEN
PRODUCTSPRODUCTS
Abdul Hamid Bin Mohamed Ghows
In addition, the Group's Annual Report contains a detailed review of its financial and operational performance. The Board is responsible for ensuring that the financial statements prepared for each financial year give a true and fair view of the Group's position.
COMPOSITION
The audit committee of the company consists of the following members:- Abdul Hamid Bin Mohamed Ghows. The terms of reference of the Audit Committee were updated to incorporate the amendments introduced by Bursa Malaysia Securities Berhad ("Bursa Malaysia") in January 2008 and adopted by the Board of Directors on 1 April 2008.
CHAIRMAN
FUNCTIONS
PROCEDURE
REPORT
REPORTING OF BREACHES TO THE EXCHANGE Where the Audit Committee is of the view that a
RIGHTS
REVIEW OF THE AUDIT COMMITTEE
The activities of the Audit Committee during the fiscal year ended March 31, 2012 included the following. The Directors are pleased to present their report together with the audited financial statements of the Group and of the Company for the financial year ended March 31, 2012.
STATEMENT BY DIRECTORS
We, YAP HOONG CHAI and YEAP WENG HONG, being two of the directors of LAY HONG BERHAD, declare that, in the opinion of the directors, the financial statements set out on pages 34 to 95 have been prepared in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards applicable in Malaysia so as to give a true and fair view of the financial position of the Group and the Company as at 31 March 2012 and of their financial performance and cash flows for the year then ended. Signed on behalf of the Board pursuant to a resolution of the Directors dated July 30, 2012.
STATUTORY DECLARATION
The information in Note 35 to the financial statements has been prepared in accordance with the Guidance on Special Matter No.1, Determination of Realized and Unrealized Profits or Loss in the context of Disclosure Pursument to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants. Endorsed and solemnly declared by the aforementioned NG KIM TIAN in Klang, Selangor Darul Ehsan on July 30, 2012.
INDEPENDENT AUDITORS’ REPORT
The additional information set out in Note 35 is disclosed to comply with the requirements of Bursa Malaysia Securities Berhad and does not form part of the financial statements. This report is intended solely for the members of the company, as a whole, in accordance with Section 174 of the Companies Act, 1965 in Malaysia, and for no other purpose.
STATEMENTS OF FINANCIAL POSITION
STATEMENTS OF COMPREHENSIVE INCOME
STATEMENTS OF CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE FINANCIAL STATEMENTS
CORPORATE INFORMATION
SIGNIFICANT ACCOUNTING POLICIES 1 Basis of preparation
- Summary of signifi cant accounting policies
- Changes in accounting policies and effects arising from adoption of new and revised FRSs
- Critical accounting estimates and judgements
The annual accounts of the subsidiaries have been prepared for the same reporting date as the Company. Financial assets are recognized in the financial statements when and only when the Group and the Company become parties to the contractual provisions of the financial instrument. Financial liabilities within the scope of FRS 139 are recognized in the statements of financial position when and only when the Group and the Company become parties to the contractual terms of the financial instrument.
Contingent liabilities and assets are not included in the Group's statements of financial position.
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (cont’d)
Leased Land Buildings Machinery Machinery Equipment Progress Total Company (cont'd) RM RM RM RM RM RM RM RM.
INVESTMENTS
INVESTMENTS (cont’d)
INTANGIBLE ASSETS
INTANGIBLE ASSETS (cont’d)
DEFERRED TAXATION
DEFERRED TAXATION (cont’d)
BIOLOGICAL ASSETS
INVENTORIES
TRADE RECEIVABLES (cont’d)
SHORT TERM INVESTMENT
CASH AND CASH EQUIVALENTS
SHARE CAPITAL
Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the company. ESOS companies are governed by the articles of association approved by the shareholders at the extraordinary general meeting of shareholders on September 28, 2005. The main features of ESOS are as follows: a) the maximum number of new ordinary shares that may be available under ESOS may not exceed fifteen percent in total ( 15%) of the total issued and paid-in share capital of the company at the time the option is granted and always subject to the following: i) the number of New Ordinary Shares granted in aggregate to Directors and Senior Management of the Group shall not exceed fifty percent (50%) of the New Ordinary Shares available under the Scheme; and. ii) the number of New Ordinary Shares granted to any individual Eligible Executive shall not exceed ten percent (10%) of the total Shares available under the Scheme where the Eligible Executive holds, individually or jointly through persons connected with the Eligible Executive executive directors, twenty percent (20%) or more of the issued and paid-in share capital of the company.
Number of Options on Ordinary Shares of RM 1.00 Each Grant Date Exercise Price On April 1 During the year On March 31.
RETAINED EARNINGS
BORROWINGS
BORROWINGS (cont’d)
DUE TO CORPORATE SHAREHOLDER
TRADE AND OTHER PAYABLES
Trade payables are interest-free and normal terms of trade credit granted to the Group and the Company range from 30 days to 90 days (2011: 30 days to 90 days). Amounts owed to subsidiaries are unsecured, interest-free and repayable in cash on demand, except for commercial transactions which are subject to normal commercial credit terms.
FINANCE LEASE LIABILITIES
REVENUE
PROFIT FROM OPERATIONS
TAX EXPENSES
EARNINGS PER SHARE
EMPLOYEE BENEFITS EXPENSE
DIRECTORS’ REMUNERATION
OPERATING LEASE ARRANGEMENTS
SIGNIFICANT RELATED PARTY TRANSACTIONS
The directors are of the opinion that all of the above transactions were entered into in the normal course of business and were entered into on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. Information regarding outstanding balances arising from related party transactions as at 31 March 2011/2012 is disclosed in Note 9 and Note 16. a) Compensation of key management personnel.
FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
The Group is exposed to transactional currency risk mainly due to sales and purchases denominated in a currency that is not the functional currency of the business to which they relate. Currency exposures in transaction currencies that are not the functional currencies of business entities are maintained at an acceptable level.
March 2012
- FAIR VALUE OF FINANCIAL INSTRUMENTS Determination of fair values
- PRIOR YEAR ADJUSTMENT
- CAPITAL MANAGEMENT
- SUPPLEMENTARY INFORMATION ON THE BREAKDOWN OF REALISED AND UNREALISED PROFITS OR LOSSES On 25 March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers
The following table shows an analysis of the financial instruments measured at fair value by level of the fair value hierarchy: The Group has no financial liabilities measured at fair value nor instruments classified as Level 1, Level 2 and Level 3 as of March 31, 2012. The adjustments from previous years have been made for the following matters; i) The Group's 2011 financial statements incorrectly included revaluation reserves of RM0.52 million for a farm in a subsidiary. ii) The omission of the reversal of depreciation costs arising from the reclassification of purchased goodwill from tangible fixed assets to intangible fixed assets, as well as the provisions for costs and deferred tax adjustments in the Group's annual accounts ended March 31, 2011.
No changes were made to objectives, policies or processes with respect to the Group's management of its capital structure during the year ended 31 March 2012 and 31 March 2011.
ANALYSIS OF SHAREHOLDERS
Class of shares : RM 1.00 Voting rights of ordinary shares : One vote per share THIRTY LARGEST SECURITY ACCOUNT HOLDERS (according to the record of depositors).
GROUP OF COMPANIES
PROPERTIES OWNED BY LAY HONG BERHAD GROUP OF COMPANIES
Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions (“RRPTs”)
That the transactions are in the ordinary course of business and are on terms that are no more favorable to the Related Parties than those generally available to the public and are not detrimental to the minority shareholders of the Company;. That disclosure will be made in the Annual Report of a breakdown of the total value of all transactions executed in accordance with the Proposed Shareholder Mandate during the financial year, based on the following information:-.
ANNUAL GENERAL MEETING
Resolution 2
Resolution 4
- Authority To Issue Shares Pursuant To Section 132D Of The Companies Act, 1965
- Renewal of Authority for Proposed Share Buy-Back
Subject always to the Companies Act, 1965, and the approvals of the relevant governmental and/or regulatory authorities, the Directors are and are hereby authorized, under Section 132D of the Companies Act, 1965, to issue shares from time to time to be issued in the Company. at such price, under such conditions, for such purposes and to such person or persons as the Directors deem appropriate, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share of provisional capital of the Company and that this authority will remain in force until the close of the next Annual General Meeting of the Company.”. THAT, subject to compliance with the Companies Act, 1965, the Companies Regulations 1966, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the provisions of the Memorandum and Articles of Association of the Company and the regulations of all other relevant authorities, the Company is and is hereby authorized to purchase such number of ordinary shares of RM1.00 each in the Company as may be determined from time to time by the Directors of the Company through Bursa Malaysia, upon such terms and conditions as the Directors can determine. deem suitable and expedient in the interests of the Company, provided that the total number of shares to be repurchased under this resolution does not exceed ten percent (10%) of the issued and paid-up share capital of the Company as of the date of the share repurchase (“Proposed Share Repurchase”) AND THAT an amount of the funds not exceeding the retained earnings and share premium reserve of the Company at the date of the share repurchase will be used for the proposed share repurchase.
NOTICE OF ANNUAL GENERAL MEETING
AND THAT the authority conferred by this resolution will commence immediately upon the
- Proposed Shareholders’ Mandate For Recurrent Related Party Transactions (“RRPTs”) (Resolution 6) The proposed Resolution 6, if passed, will authorize the Company and/or its subsidiary companies to enter
- Authority To Issue Shares pursuant To Section 132D of the Companies Act, 1965 (Resolution 7)
- Renewal of Authority for Proposed Share Buy-Back (Resolution 8)
- Names of the Directors who are standing for re-election
- Details of attendance of directors at board meetings
Proposed Ordinary Resolution 7 is proposed for the purpose of granting renewed general authority to issue shares in the company in accordance with section 132D of the Act. The authorization, unless revoked or amended by the company at the general meeting of shareholders, shall cease to be valid at the conclusion of the next general meeting of the company. Ordinary resolution 7, proposed under item 7 of the agenda, is the renewal of the general mandate to issue shares of the company in accordance with section 132D of the Act.
Profile on pages 10 to 13 and the shareholdings of the directors in the company on page 97 of the annual report.
STAMP
Lay Hong Berhad
