The chairman of the audit committee reports the results of the audit committee's meetings to the board. The board of directors is responsible for ensuring that an annual report for each financial year gives a true and fair view of the group's situation. They discuss with management the reporting of operational results and the group's financial condition and present their findings to the audit committee.
The board acknowledges its responsibility for the adequacy and integrity of the group's internal control system. The Board of Directors is pleased to present their report together with the audited accounts of the Group and the Company for the financial year ended 31 March 2009. The Company's main activities are investment holdings and integrated livestock farming.
During the financial year, there were no significant changes in the nature of the main activity of the company and its subsidiaries. The company has not paid or declared any dividends since the end of the previous financial year. Important features and other terms of ESOS are disclosed in note 15 to the financial statements.
Signed on behalf of the Board pursuant to a resolution of the directors dated 27 July 2009.
Corporate Information
Significant Accounting Policies
Basis of Preparation
Summary of Significant Accounting Policies (a) Subsidiaries and Basis of Consolidation
Significant Accounting Policies cont’d
- Summary of Significant Accounting Policies cont’d
- Changes in Accounting Policies Arising from Adoption of New and Revised FRSs
- Changes in Accounting Policies Arising from Adoption of New and Revised FRSs cont’d
- Critical Accounting Estimates and Judgements
- Critical Accounting Estimates and Judgements cont’d
Subsequent costs are only included in the carrying amount of the asset or recognized as a separate asset, as the case may be, when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Self-owned land and buildings are recorded at revalued value, which is the fair value at the time of revaluation less accumulated depreciation and any accumulated write-downs. A revaluation loss is first offset against unused previously recognized revaluation gains relating to the same asset, and the balance is then recognized in the income statement.
The difference between the possible net sales proceeds and the net accounting value is recognized in the income statement, and the unused part of the revaluation surplus on this item is recognized directly in retained earnings. The lease benefits are distributed between the financing costs and the reduction of the outstanding liability. Operational leasing services are recognized as a cost linearly over the term of the relevant leasing contract.
The carrying amount of the Group's assets, excluding inventories and deferred tax assets, is reviewed at each balance sheet date to determine whether there is any indication of impairment. If there is a change in the accounting value of the asset as a result of revaluation, the tax effects of the revaluation of the asset are credited or expensed to equity. Items included in the financial statements of each of the Group's entities are measured in the currency of the primary economic environment in which the entity operates ("the functional currency").
Financial instruments are recognized in the balance sheet when the Group has become a party to the contractual provisions of the instruments. Debts are valued at the fair value of the compensation to be paid in the future for goods and services received. vi) Interest-bearing loans and borrowings. All loans are initially recognized at the fair value of the consideration received minus directly attributable transaction costs.
The adoption of IFRS and 137 did not have a significant financial impact on the results and financial position of the group and the company upon their first application. The group and the company are exempt from the disclosure of any possible impact on the financial statements of the group and the company upon initial application of IAS 7 and 139. Based on management's review, the group's investments are not impaired. on the balance sheet date.
Property, Plant And Equipment
Property, Plant And Equipment cont’d
Land Buildings Machinery Vehicles Reconstruction Progress Total RM RM RM RM RM RM RM Company. Property, plant and equipment continued. a) Land owned by certain subsidiaries with a net book value of RM4,640,000) was pledged to financial institutions as security for bank loans as disclosed in note 17. c) Land and buildings were revalued on 28 March 2006 by Sidsapesan Sittampalam, a registered valuer at PPC International Sdn Bhd based on open market value based on existing usage. The book values of revalued proprietary land and buildings, which would have been included in the financial statements if these properties had been stated at cost, less accumulated depreciation, are as follows:
Prepaid Land Lease Payments
Investments
Investments cont’d
Intangible Assets
Intangible Assets cont’d
Deferred Taxation
Deferred Taxation cont’d
The availability of unused tax losses and unabsorbed capital allowances for set-off against future taxable profits of the relevant subsidiaries of the Group are not subject to material changes in the shareholdings of such subsidiaries under the Income-tax Act, 1967 and the guidelines issued by the authority tax. Deferred tax assets not recognized at Group level relate to subsidiaries that have a recent history of losses and are not expected to generate sufficient future taxable profits against which the benefits can be utilised.
Biological Assets
Inventories
Trade Receivables
Other Receivables
Due From/(To) Subsidiaries
Short Term Investment
Cash And Cash Equivalents
Share Capital
Share Capital cont’d
Retained Profits
Borrowings
Borrowings cont’d
The Company's credit facilities are secured in the form of negative pledges on the Company's assets, specific promissory notes on poultry equipment and the subordination of an investment bond of RM2 million. (2008: RM2 million). The subsidiaries' credit facilities are secured in the form of corporate guarantees from the company and a company shareholder, fixed fees on certain land properties and prepaid ground rent payments as detailed in note 3 and note 4 respectively, fixed deposits as detailed in note 14, subordination of company shareholder loans as detailed in note 18 and receivables from subsidiaries of RM7.8 million. (2008: RM7.8 million) as disclosed in note 12.
Due To Corporate Shareholders
Trades Payables
Other Payables
Hire Purchase And Finance Lease Liabilities
Hire Purchase And Finance Lease Liabilities cont’d
Revenue
Other Operating Income
Employee Benefits Expense
Directors’ Remuneration
Other Operating Expenses
Finance Costs
Income Tax Expenses/(Credit)
Income Tax Expenses/(Credit) cont’d
Earning Per Shares
Operating Lease Arrangements
Capital Commitments
Contingent Liabilities
Segment Information
Significant Related Party Transactions
Significant Related Party Transactions cont’d
Financial Instruments
Financial Instruments cont’d
March 2009
March 2008
Significant Event
To receive the Audited Financial Statements for the financial year ended 31 March 2009 together with the Directors' and Auditors' Reports thereon. To re-elect Mr Yeap Fock Hoong as a Director of the Company in accordance with Section 71 of. THAT pursuant to Paragraph 10.09 of the Bursa Securities Main Market Listing Requirements, the Proposed Mandate is hereby granted and in respect of the existing and new RRPT (all defined terms shall have the meaning set out in the Circular to Shareholders of LAY HONG BERHAD dated 4 September 2009, hereinafter referred to as "the Circular"), namely to allow the RRPT, which is necessary for the day-to-day operations of the LAY HONG Group, to be entered into by relevant companies in the LAY HONG Group in the ordinary course of matters, at any time during the Mandate Period, provided that such transactions are entered into on an arm's length basis and on normal commercial terms that are not more favorable to the related parties than those generally available to the public, and not to the detriment of the minority shareholders of the Company, the details of such RRPTs are set out in Section 5 of the Circular AND THAT the authorization granted by this resolution shall commence immediately upon the passing of this Ordinary Resolution and shall continue to be effective and in force until: .
Convocation for the annual general meeting continued. a) the conclusion of the next General Meeting of the Company (AGM) (after the general meeting at which the Proposed Mandate has been adopted), at which time it will expire unless the authority is renewed by an ordinary resolution passed at the next AGM, either unconditionally or subject to conditions; AND THAT the directors of the Company or any of them are authorized to complete and execute all such acts, deeds and things (including but not limited to executing any documents as may be necessary to give effect to the RRPT) on a way they want. considers appropriate or necessary in this regard. A nominee may, but does not have to, be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 do not apply to the Company.
Where a member of the company is an authorized agent as defined in the Securities Industry (Central Depositories) Act 1991, he may appoint at least one agent for each securities account held by him with ordinary shares of the company in the said securities account. Powers of attorney or other instruments are not considered valid unless they are deposited at the registered office of the company at least 48 hours before the time set for the meeting or its possible postponement, or in the case of a vote, at least 24 hours before the time set for the vote. Proposed Resolution 6, if passed, will allow the company and/or its subsidiaries to enter the RRPT, which is necessary for the day-to-day operations of the group.
Abdul Aziz Bin Mangkat DIMP KMN ASK (retiring in accordance with Article 71 of the Company's Articles of Association). The Twenty-Fifth Annual General Meeting will be held at the Berkeley Ballroom, Hotel Prescott, 18A Lebuh Enggang, Off Persiaran Sultan Ibrahim, 41050 Klang, Selangor on Monday, 28 September 2009 at 11.30am. Statement Accompanying the Notice of the Twenty-Fifth Annual General Meeting of Lay Hong Berhad contd.
Additional information about individuals who are nominated as directors. a) Yeap Fock Hoong, a Singaporean, aged 55, is a non-executive director of Lay Hong Berhad and was appointed to the board of Lay Hong Berhad on 18 January 1994. He is the brother of Yap Hoong Chai, Yip Kim Hoong and Yeap Weng Hong, who they are also directors of the company. It holds 12,000 shares of RM1/- each and has indirect holdings through the company's significant shareholder, Innofarm Sdn Berhad.
Annual Report 2009
