Independent Non-Executive Director Malaysian • 72 • Male Date of appointment 27 November 2015 Director tenure 6 years 10 months. Served Kumpulan FIMA Berhad in various capacities as Vice President of Agro-based Group and Business Development and as Executive Director and Chief Executive Officer, Percetakan Keselamatan Nasional and Security Printers, FIMA Berhad.
TEE BENG THONG
BOARd COMMITTEES
PROFILE OF SENIOR MANAGEMENT
MOHAMEd ROzAIdI BIN Md SHARIF
None of the Senior Management personnel have any family relationship with or are related to any Director and/or substantial shareholders of KUB Malaysia Berhad, or have any personal interest in any business arrangement in which the Company is involved. None of the Senior Management staff members have been convicted of any offenses or incurred any public penalty or sanction by any regulatory body other than any traffic offenses within the last five (5) years.
Profile of Senior ManageMent
5-YEAR GROUP FINANCIAL HIGHLIGHTS
ECONOMIC VALUE FOR SHAREHOLdERS
THE GROUP MANAGING dIRECTOR’S
STATEMENT ANd MANAGEMENT dISCUSSION
In order to maintain a strong brand presence and sales in its central and southern regions of Peninsular Malaysia, Solar Gas operates three (3) facilities which include its main import terminal in Westport, Klang (Selangor), plant in Tebra (Johor). and a plant in Beranang (Selangor). With the pandemic restrictions in place, it has been difficult for many of our dealers to maintain target sales volumes, and the resulting margin squeeze has been exacerbated by the continued closure of the Malaysia-Singapore border.
LPG dIVISION
It also maintains a network of third-party filling stations located in Prai (Penang) and Tasek (Perak), ensuring its presence across Peninsular Malaysia, with a focus on the central, southern and northern regions. While the increase in revenue can be attributed to a higher average CP, our year-over-year profit suffered from a decline in business activity among commercial outlets such as restaurants and factories – which represent a significant portion of our customer base – in the first quarter of the fiscal year.
The LPG division is the Group’s main contributor to revenue
That said, with the border now reopened and the COVID-19 restrictions largely lifted, we expect to see a steady recovery in sales volumes, positively impacting our near-term revenue and profit generation capabilities.
It carries out the importation, bottling, marketing and distribution of Liquefied Petroleum Gas (‘LPG’) under the established brand name
On the Solar Gas brand, our RCRQ and repaint activities will continue apace, as will our ongoing social media marketing efforts. These initiatives will be complemented by our ongoing dealer acquisition drive, which seeks to increase dealer coverage in under-represented areas of the country, particularly in the northern and central regions.
AGRO dIVISION
Completed construction of two (2) blocks, six (6) workers' quarters, complete with modern facilities, at our Sungai Buloh and Sungai Nape properties, accommodating sixty (60) more workers. Spent RM1.5 million on upgrading and graveling 20km of dirt road in our Sungai Nape property.
Our Agro division comprises two oil palm estates in Mukah, Sarawak, totalling 4,616 hectares owned by KUBS
Overall, the division delivered a strong PAT contribution of RM18.5 million to the Group in FY2022. In line with our ESG commitments, FY2023 will also see the introduction of a zero-burn policy for the first phase of the planned oil palm replanting exercise at our Sungai.
OTHERS
Aside from our core business divisions of LPG and Agro, the Group provides infrastructure solutions and supply, maintenance and
We will also invest to gain leverage within market segments where we have an existing presence. We will also implement hedging strategies to counter the impact of fluctuations in the MYR/USD exchange rate.
STATEMENT
SUSTAINABILITY
The Board of Directors is responsible for the Group's overall sustainability performance and takes ESG matters into account when formulating the Group's strategy. The Group integrates ESG issues that are essential for value creation into its strategies when setting objectives, guiding behavior, measuring performance and determining compensation.
B Board Risk Management Committee
This structure is led by a board of directors, which manages sustainability, oversees the implementation of sustainability strategies, regularly reviews key related issues and approves group-wide guiding policies.
C Sustainability Committee
SUSTAINABILITY STATEMENT
Board of directors
The Directors are collectively and individually aware of their responsibilities towards the stakeholders for the manner in which the affairs of the Group are managed, the details of which are set out in the Board Charter which is published on the Company's website at www.kub.com. The following diagram shows a brief overview of the three (3) Board Committees of the Company, each of which is explained in further detail in item 6 of this Overview of Corporate Governance.
CORPORATE GOVERNANCE OVERVIEW STATEMENT
- Chairman and GMd
- Company Secretary
- Board Charter, Codes and Policies The Board has the following in place
- Board Meeting and Access to Information
- Board Committees
- BOARd COMPOSITION 1. Composition and diversity
- Independence and Tenure
- Board Appointment and Re-election of directors The Board, through the BNRC, will consider the
- Annual Assessment
- Board Evaluation
- directors Training
- REMUNERATION 1. Remuneration Policies
- Terms of Reference of the BNRC
- Remuneration of directors
- Remuneration of Senior Management
- Composition
- External Auditors
- Financial Reporting
- RISK MANAGEMENT ANd INTERNAL CONTROL FRAMEWORK
- INTERNAL AUdIT FUNCTION
- ENGAGEMENT WITH SHAREHOLdERS ANd STAKEHOLdERS
- ANNUAL GENERAL MEETINGS
A copy of the board charter is published on the company's website at www.kub.com. b) Code of conduct for directors. The terms of reference of the Committees of the Board of Directors are available on the Company's website at www.kub.com.
AddITIONAL COMPLIANCE INFORMATION
UTILISATION OF PROCEEdS RAISEd FROM ANY CORPORATE PROPOSAL
AUdIT ANd NON-AUdIT FEES
MATERIAL CONTRACTS
The statement describes the practices and processes adopted by the board of directors in reviewing the adequacy and integrity of the Group's risk management system and internal controls. The Board of Directors is responsible for providing reasonable assurance of a sound risk management and internal control system (the "System").
STATEMENT ON RISK MANAGEMENT ANd INTERNAL CONTROL
The review of risk management and internal control reports and processes is delegated by the board to assist the board in reviewing and monitoring the effectiveness of the system. The Board of Directors establishes appropriate policies to ensure that the system operates effectively to manage risks that may impede the achievement of the Group's objectives.
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
The principle is broad, but appropriately adopted for the Group's risk management and internal control practices, respectively. The Board is kept updated on the Group's performance, activities and operations on a timely and regular basis.
BOARd AUdIT COMMITTEE REPORT
Financial Results and Corporate Governance
The BAC is subject to the Terms of Reference set out in the Governance section of www.kub.com, in accordance with the requirements of the Code. The Group Managing Director, representatives from the external auditor, Deloitte PLT, the Group Risk and Audit (‘GRAD’) and senior management staff also attended the meetings by invitation.
External Audit
Internal Audit
Directors are responsible for ensuring that the financial statements give a true and fair view of the state of affairs of KUB Group and the company at the end of the financial period, as well as of the results and cash flows of KUB Group and the company for the financial period. The Directors are responsible for ensuring that KUB Group and the Company maintain accounting records which disclose the financial position and performance of KUB Group and the Company with reasonable accuracy, enabling them to ensure that the financial statements comply with the Companies Act, 2016 .
STATEMENT OF dIRECTORS’ RESPONSIBILITY
The Directors are required by the Companies Act, 2016 to prepare the financial statements for each financial year which are prepared in accordance with the applicable accounting standards and the requirements of the Companies Act, 2016 in Malaysia. The Directors are responsible for taking such reasonable steps to protect the assets of KUB Group and the Company, to detect and prevent fraud and other irregularities.
STATEMENTS
FINANCIAL
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 30 June 2022. All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
DIRECTORS’ REPORT
The operating results of the group and the company for the financial year are as follows: At the end of the financial year, there were no unissued option shares of the company.
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF KUB MALAYSIA BERHAD (Incorporated in Malaysia)
Assessed the adequacy and appropriateness of the information included in the Group's financial statements. Assessed the adequacy of the recognized impairments and the appropriateness of the information contained in the group financial statements.
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
STATEMENTS OF FINANCIAL POSITION
AS AT 30 JUNE 2022
The accompanying notes form an integral part of the Financial Statements. ii) Effect of member voluntary liquidation of a subsidiary, Pernida Berhad. STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2022 (With comparative figures for the financial period from 1 January 2020 to 30 June 2021). ii) Effect of member voluntary liquidation of a subsidiary, Pernida Berhad.
STATEMENTS OF CASH FLOWS
GENERAL INFORMATION
The consolidated financial statements of the Company as at and for the financial year ended 30 June 2022 include the financial statements of the Company and its subsidiaries (collectively referred to as the "Group" and individually as "group entities") and the Group's interests in associates . The Company's financial statements as of and for the financial year ended June 30, 2022 do not include other entities.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Preparation of the Financial Statements
The Company's main activities are holding investments and providing management services to its subsidiaries. The registered office and principal place of business of the company are located at Suite A-22-1, Level 22, Hampshire Place Office, 157 Hampshire No.
NOTES TO THE FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES 1 Basis of Accounting
- Basis of Consolidation
- Subsidiaries
- Investments in associates
- Revenue
- Employee benefits (a) Short-term benefits
- Zakat
- Foreign currency
- Investment properties
- Biological assets
- Impairment of non-financial assets
- Financial instruments
- Contract assets and contract liabilities
- Inventories
- Provisions
- Borrowing costs
- Leases (a) As lessee
- Non-current assets (or disposal groups) held for sale and discontinued operation
- Derivative financial instruments
- Share capital
- Segment reporting
- Statements of Cash Flows
Contingent liabilities and assets are not recognized in the statements of financial position of the Group and the Company. The Group and the Company use the indirect method in the preparation of cash flow statements.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
- Critical judgements made in applying accounting policies
- Key sources of estimation uncertainty
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all its liabilities. Based on the above, the Group determined the fair value of investment in KUBS at initial recognition of RM45,715,000.
REVENUE
The transaction price allocated to (partially) unfulfilled performance obligations on June 30, 2022 and June 30, 2021 is determined as follows:
COST OF SALES
FINANCE INCOME
FINANCE COSTS
PROFIT BEFORE ZAKAT AND TAXATION
AUDITOR’S REMUNERATION
DIRECTORS’ REMUNERATION
TAXATION
NON-CURRENT ASSETS HELD FOR SALE
EARNINGS PER ORDINARY SHARE
15. PROPERTY, FACILITIES AND EQUIPMENT (continued) Installations, renovation, factory cylinders Assets Freehold LeaseholdBearandsEngineundergroundfactoriesbuildingsequipmentvehicle constructionTotal groupRM'000RM'000RM'000RM'000RM'000RM'000RM'000RM'000. The acquisition of tangible fixed assets by the Group and the Company during the financial year(s) took place as follows:
INVESTMENT PROPERTIES
The fair value of the investment properties is based on an appraisal performed by a firm of independent professional appraisers who have appropriate professional qualifications and recent experience in the relevant location and assets being appraised. The fair value was determined using the comparison method that reflects the prices of recent transactions involving identical or similar properties and locations adjusted, if necessary, for any changes in the nature, facilities, size and shape, access, infrastructure of available, site improvements, rental income, occupancy rate, operating costs and condition of specific assets.
LEASES (i) As lessee
The following table presents an analysis of the maturity of lease receivables, showing the undiscounted lease payments that will be received after the end of the reporting period. The following table presents an analysis of the maturity of lease payments, showing the undiscounted lease payments that will be received after the end of the reporting period.
INVESTMENTS IN SUBSIDIARIES
The investment in Peramining amounting to RM5,008,000 which was fully impaired in previous years was written off by the Company during the year. ii) Stripping of dormant subsidiary. Following this, the Company wrote off its investment in Restoran Kualiti amounting to RM which was fully impaired in previous years was written off by the Company during the year.
INVESTMENT IN ASSOCIATES
The Group's share of profit 85. iii) Reconciliation of the summarized financial information presented above with the accounting value of the Group's interest in the participation. Dividend received from associates during the period 2,070. iii) Reconciliation of the summarized financial information presented above with the accounting value of the Group's interest in the participation.
OTHER INVESTMENTS
INVENTORIES
BIOLOGICAL ASSETS
The amount of the Group's unharvested FFB in the previous period of June 30, 2021 in the fair valuation of FFB was 1,868 tonnes. Changes in the assumed FFB prices and tonnage included in the valuation will have a direct effect on the reported valuation.
AMOUNT DUE FROM/(TO) SUBSIDIARIES
In determining the fair values of unharvested FFB, management considered the oil content of the unripe FFB from the week after pollination to the week before harvest and derived the assumption that the net cash flows to be generated from FFB before more than 15 days to harvest is negligible. The value of the unripe FFB was estimated to be about 80% of the ripe FFB, based on actual oil extraction rate and kernel extraction rate of the unripe FFB from the laboratory tests.
TRADE AND OTHER RECEIVABLES AND CONTRACT ASSETS
Included in addition to total costs incurred to date are the following amounts collected during the year/.
CASH AND BANK BALANCES
The weighted average effective interest rates ('WAEIR') of the Group's and the Company's unsecured deposits with licensed banks at the end of the reporting period are as follows:
TRADE AND OTHER PAYABLES, REFUNDABLE CYLINDER DEPOSITS AND CONTRACT LIABILITIES
The refundable cylinder deposits are deposits received in exchange for gas cylinders that have no scheduled repayment term and are refundable upon return of the cylinders in good working order. The provision for liquidated damages is made based on the approved contract terms and is calculated on the agreed penalty cost per delay multiplied by the number of days delayed.
BORROWINGS
During the current financial year, the group has fully settled the termed loan on 15 April 2022. The table below describes changes in the group's obligations as a result of financing activities are those for which cash flows were or future cash flows will be classified in the group's statement of cash flows as cash flows from financing activity.
DEFERRED TAX LIABILITIES
Under the Finance Bill 2021 published on 31 December 2021, unused tax losses accumulated up to the year of assessment 2018 can be carried forward for 10 consecutive years of assessment up to the year of assessment 2028 and will not be taken into account in the year of assessment 2029. .The time frame for carrying forward current year tax losses for assessment year 2019 and subsequent assessment years is extended from 7 to 10 consecutive assessment years.
DERIVATIVE FINANCIAL LIABILITIES
SHARE CAPITAL
RESERVES
RETAINED EARNINGS AND DIVIDENDS
NON-CONTROLLING INTERESTS
NOTES TO THE FINANCIAL STATEMENTS. i) Summary statement of financial position (continued). ii) Summary statement of profit or loss and other comprehensive income.
COMMITMENTS, CONTINGENT LIABILITIES AND MATERIAL LITIGATION (a) Capital commitments
RELATED PARTY DISCLOSURES A related party of the Company refers to
There were no outstanding balances arising from the transactions with the above related parties as at 30 June 2022 and 30 June 2021. The directors are of the opinion that all the above transactions were carried out in the normal course of business on commercial terms mutually agreed between the parties included.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Level 2 Level 3 Total
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
- CAPITAL MANAGEMENT
- SEGMENT INFORMATION
- SIGNIFICANT EVENT
- INVESTMENTS IN SUBSIDIARIES Details of the subsidiaries are as follows
- INVESTMENTS IN ASSOCIATES Details of the subsidiaries are as follows
The Group's and the Company's exposure to liquidity risk arises mainly from mismatches of the maturity dates of financial assets and liabilities. Interest rate risk is the risk that the fair value or future cash flows of the Group's financial instruments will fluctuate as a result of changes in market interest rates.
STATEMENT BY DIRECTORS
DECLARATION BY THE OFFICER
PRIMARILY RESPONSIBLE FOR THE FINANCIAL MANAGEMENT OF THE COMPANY
LIST OF PROPERTIES
Deemed to be interested by virtue of his interest in JAG Capital Holdings Sdn Bhd pursuant to Section 8 of the Companies Act, 2016.
ANALYSIS OF SHAREHOLDINGS
AS AT 15 SEPTEMBER 2022
AnAlysis of shAreholdings
Resolution 2
THAT subject to Sections 75 and 76 of the CA 2016 and the approvals of the relevant government/regulatory authorities, the directors are and are hereby authorized to issue and allot shares in the company at any time after the passing of this resolution until the end of next general meeting and on such terms and conditions, for such purposes and to such persons as the Board of Directors in its absolute discretion deems appropriate, provided that the total number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the total number of shares issued shares in the Company for the time being AND THAT the Board of Directors is and is also authorized to obtain approval for the listing of and listing of the additional shares so issued on Bursa Malaysia Securities Berhad ('Bursa Malaysia') .'.
Resolution 5
- Appointment of Proxy
- Audited Financial Statements for the Financial Period Ended 30 June 2022
- Re-election of Directors who retire in accordance with Clause 94 of the Constitution of the Company
- Directors’ Remuneration
- Re-appointment of Deloitte PLT as Auditors of the Company On 30 August 2022, the Board approved the recommendation
- Statement Accompanying Notice of Annual General Meeting of the Company
- Resolution 7 - Authority to issue and allot shares pursuant to Sections 75 and 76 of the Companies Act, 2016
Resolution 5, if passed, will authorize the payment of directors' benefits up to RM350,000 ('the proposed amount') to the NEDs by the Company for the Relevant Period. Payment of director benefits will be made by the Company as they arise.
STATEMENT ACCOMPANYING
In the event of a new appointment or resignation of directors, the directors' fees will be prorated accordingly. The general mandate, unless revoked or changed by the company at the shareholders' meeting, expires at the company's next annual shareholders' meeting.
PURSUANT TO PARAGRAPH 8.27(2) OF BURSA MALAYSIA MAIN MARKET LISTING REqUIREMENTS
Resolution 4, if passed, will authorize the payment of director fees to directors on a quarterly basis effective October 27, 2022. ii) Resolution 5 - Benefits payable to the Non-Executive Directors ('NEDs') (excluding the Directors' Fees) for the period from 27 October 2022 to the close of the 58th AGM ('the Relevant Period'). As of the date of this notification, no new shares in the Company have been issued pursuant to the General Mandate granted to the Directors during the 56th General Meeting of Shareholders held on October 28, 2021 and which will expire at the end of the 57th General Meeting Meeting.
ADMINISTRATIVE DETAILS
- VIRTUAL AGM
- REMOTE PARTICIPATION AND ELECTRONIC VOTING (‘RPEV’)
- Register Online with Boardroom Smart Investor Portal (for first time registration)
- Submit Request for Remote Participation User ID and Password for the AGM
- PROXY
- Register Online with Boardroom Smart Investor Portal (for first time registration) [Note: Please refer to Note 2, above for the procedures]
- e-Proxy Lodgement
- VOTING PROCEDURES
- PROCEDURES OF THE AGM
- NO DOOR GIFTS OR FOOD VOUCHER
- ENQUIRY
It is your responsibility to ensure that the connection is not interrupted for the duration of the meeting. iv). Please see the administrative details for the 57th AGM regarding remote participation and voting facilities for the virtual meeting. we).
