TIDMHID
RNS Number : 2886U
Hidong Estate PLC
29 July 2022
Contents
Page
Notice of meeting .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 3-4
Corporate information .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 5-6
Chairman's statement .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 7
Strategic report .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 8-11
Corporate Governance Report 12-17
Report of the directors .. .. .. .. .. .. .. .. .. .. 18 -
.. .. .. .. .. .. .. .. .. .. .. 21
Directors' remuneration report .. .. .. .. .. .. .. .. 22 -
.. .. .. .. .. .. .. .. .. .. 23
Statement of directors' responsibilities in respect of
the annual report and the financial statements .. .. ..
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 24 -
.. .. .. .. 25
Independent auditor's report to the members of Hidong 26 -
Estate Plc .. .. .. .. 32
Statement of Comprehensive Income .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 33
Balance sheet .. .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 34
Statement of Changes in Equity .. .. .. .. .. .. .. ..
.. .. . .. .. .. .. .. .. .. .. .. 35
Statement of Cash Flows .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. .. 36
Notes to the financial statements .. .. .. .. .. .. .. 37 -
.. .. .. .. .. .. .. .. .. .. 46
Comparative statistics .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 46
Terms of Reference for the Audit Committee .. .. .. .. 47 -
.. .. .. .. .. .. .. .. 48
Proxy form .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 49 -
.. .. .. .. .. .. .. .. .. .. 50
Notice of meeting
NOTICE IS HEREBY GIVEN that the NINETY-NINTH ANNUAL GENERAL
MEETING of the Company will be held at the head office of the
Company, 3(rd) Floor, No. 2, Lebuh Pantai, 10300 George Town,
Penang, Malaysia on Monday, 19 September 2022 at 10:30 a.m. for the
following purposes:-
1. To receive and consider the audited financial statements and
the reports of the directors and auditors thereon for the year
ended 31 March 2022.
2. To re-elect Mr. Shaik Othman Bin Hussain who retires in
accordance with article 87 of the Company's Articles of
Association, and being eligible, offers himself for
re-election.
3. To re-elect Mr. Chew Sing Guan who retires in accordance with
article 108 of the Company's Articles of Association, and being
eligible, offers himself for re-election.
4. To re-appoint the auditors and to authorise the directors to fix their remuneration.
Ordinary Resolution:-
"THAT MHA Maclntyre Hudson be and is hereby appointed auditors
of the Company to hold office from the conclusion of this meeting
until the conclusion of the next general meeting at which financial
statements are laid before the Company, and that their remuneration
be fixed by the directors."
5. To approve the Directors' Remuneration Report
Ordinary Resolution:-
"THAT the Directors' Remuneration Report for the year ended 31
March 2022 be and is hereby approved."
6. To approve the Directors' Remuneration Policy
Ordinary Resolution:-
"THAT the Directors' Remuneration Policy be and is hereby
approved."
7. To approve the following resolutions as Ordinary Resolution :-
"THAT authority be and is hereby given to Mr Chew Beow Soon who
has served as an independent non-executive director of the Company
for a cumulative term of more than nine (9) years to continue to
act as an independent non-executive director of the Company"
8. To transact any other business of which due notices shall have been given.
By order of the Board
Lim Kim Teck
Secretary
29 July 2022
Notes
1. A member entitled to attend and vote at the meeting is
entitled to appoint one or more proxies to attend and vote instead
of him. A proxy need not be a member of the Company. A form of
proxy is enclosed for your completion and return.
2. A statement of all transactions of each director and, where
applicable, of his family in the share capital of the Company will
be available at the head office of the Company on any weekday
during normal business hours from the date of this notice until the
conclusion of the annual general meeting. There are no service
contracts in existence with the directors.
3. Biographical details of the directors presenting themselves
for re-election and re-appointment are set out on the following
page. The Board has reviewed the performance of each individual
director, including the directors presenting themselves for
re-election and re-appointment, and concluded that each director
has performed effectively and continues to demonstrate commitment
to the role.
Corporate information
DIRECTORS
Chew Sing Guan (Chairman)
An executive director and chairman of the Company since 1983. A
non-executive director of the managing agents and Malaysian
registrars, Plantation Agencies Sdn. Berhad. He is stockbroker by
profession who has lead a stockbroking company in Malaysia for more
than 35 years. Male aged 72.
Chew Beow Soon
A non-executive director of the Company since 2000. A director
of several private limited companies and the head of an insurance
agency business in Malaysia. Male aged 73.
Mr. Shaik Othman Bin Hussain
Shaik Othman Bin Hussain was appointed to the board on 27 July
2022 through personal recommendation to fill the vacancy in the
Board arising from the demise of Mr. Diong Chin Teck. Male aged
67.
AUDIT COMMITTEE
Chew Beow Soon (Chairman)
Shaik Othman Bin Hussain (Member) (appointed on 27 July
2022.)
Diong Chin Teck (Chairman of the Audit Committee until his
demise on 2 December 2021)
COMPANY SECRETARY
Lim Kim Teck
HEAD OFFICE, MANAGING AGENTS
AND MALAYSIAN REGISTRARS
Plantation Agencies Sdn. Berhad
3(rd) Floor,
No. 2, Lebuh Pantai,
10300 George Town, Penang, Malaysia.
P.O.Box 706,
10790 Penang, Malaysia.
REGISTERED OFFICE
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands
B62 8HD
United Kingdom
REGISTRARS
Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
West Midlands
B62 8HD
United Kingdom
INDEPENT AUDITOR
MHA MacIntyre Hudson
Rutland House
148 Edmund Street
Birmingham
B3 2FD
United Kingdom
LISTING
Premium Listing London Stock Exchange
Chairman's statement
On behalf of the Board of Directors, I am pleased to present to
you the Annual Report and Audited Financial Statements of Hidong
Estate Plc for the financial year ended 31 March 2022.
The Company recorded a loss before tax of RM19,412 (2021: profit
RM58,807) for the financial year ended 31 March 2022. The loss was
mainly attributed to lower interest income from fixed deposits
placement of RM214,533 (2021: RM273,805) as Bank Negara Malaysia
has yet to revise the fiscal and monetary policies towards the
Malaysian economy to come out from the negative impact of the
coronavirus pandemic experienced last financial year and the loss
on fair value of shares due to a global stock market slump
experienced in 2022 as a result of global geopolitical and economic
climate.
Malaysia is in the "Transition to Endemic" phase of Covid-19
from April 1, with all restrictions on business operating hours
removed. The new normal to our operating environment, behavioural
changes at both the households and businesses levels , supply chain
disruptions that will lead to new ways of getting resources, new
rules and regulations that might require rethinking, and in many
instances the way we work will forever change. All these forces of
change will force us to relook anew at the way we do business.
The Board remained prudent and continued its disciplined
approach by maintaining the Company's assets in liquid form. With
this, the Company maintains sufficient levels of cash or readily
convertible investments to quickly respond to opportunities should
they eventualise.
I wish to record the Board's deepest condolences to the family
of Mr.Diong Chin Teck a non-executive director of the Company
passed away in this financial year. His valuable experience and
knowledge contributed to the Company is highly commendable.
I am however pleased to welcome to the board Mr.Shaik Othman Bin
Hussain who was appointed as a non-executive director on 27 July
2022 to ensure adequate level of corporate governance is
maintained.
Lastly, I wish to thank our valued shareholders for their
steadfast support and loyalty and my appreciation also goes to
fellow Board members and management for their co-operation,
dedication and contribution to the Company.
CHEW SING GUAN
Chairman
Penang, Malaysia
29 July 2022
Strategic report
The original principal activities of the Company, which were the
production of natural rubber and oil palm fresh fruit bunches,
ceased when the Company sold its land and plantations in 2006.
Since then, the Board has been actively identifying suitable
business investments for the Company.
The Company's assets after the disposal of the plantation and
its other plant and equipment comprise cash and bank deposits, all
of which earn interest, and investments in listed equities. Due to
the high uncertainty of the current global market situation with
significant fluctuation in prices of commodities and disruption to
global logistics the Board will review any potential business
investment carefully before making any commitment to invest.
Pending the identification of a suitable business to acquire, the
Board is looking at opportunities to increase its investment in
listed securities with proven business track record and performance
at reasonable valuation given the general softening of the stock
market. The income generated from deposits and investments as well
as any gain from disposal of investments serve to increase
shareholders' funds and it is the strategy adopted by the Company
to preserve and grow value for shareholders.
The Company's investment strategy is to maintain the majority of
its funds in fixed income deposits to derive stable returns. The
Company allocates a smaller portion of its funds to be invested in
quoted securities with track record of dividend payment to derive
some income and hopefully derive capital gains in the longer term
from such investments.
The Company's performance in its investment activities is
highlighted as follows:
2022 2021
RM RM
Income from investments 68,731 78,211
Fair value on (loss)/gain
on investments (264,570) 462,116
Interest receivable
on short
term bank deposits 214,533 273,805
Interest income for the financial year ended 31 March 2022 was
lower than that for the last financial year mainly due to the
Malaysia's central bank revision of interest rates to a record low,
attempting to cushion the negative impact of the coronavirus
pandemic. Dividend income from quoted investments during the
financial year ended 31 March 2022 was lower compared with the
income in the last financial year. The performance measures are in
line with management's expectations. The reason for loss in
investments were due to general fall in stock prices in the year
due to a global slump.
PRINCIPAL RISKS AND UNCERTAINTIES
As the Company's assets comprise cash and bank deposits and
investments in listed equities, the financial risks involved are
minimal though it is acknowledged that values will fluctuate over
time. The principal risks and the steps the Company has taken to
manage these risks are disclosed in note 13 to the financial
statements.
All of the Company's day-to-day management and administrative
functions are outsourced to third parties. As a result, the Company
has no employees other than a single director, and no internal
operations. The Company has therefore not reported further in
respect of these provisions in this Annual Report.
COVID-19 and other economic factors impact
On 11 March 2020, the World Health Organisation declared the
Coronavirus ("Covid-19") outbreak as a pandemic in recognition of
its rapid spread across the globe. On 16 March 2020, the Malaysian
Government has imposed the Movement Control Order ("MCO") starting
from 18 March 2020 to curb the spread of the Covid-19 outbreak in
Malaysia. The Covid-19 outbreak also resulted in travel
restriction, lockdown and other precautionary measures imposed in
various countries. As at the date of this report, the MCO is still
in effect with modifications made by the Malaysian Government from
time to time based on its assessment of the situation. The
emergence of the Covid-19 outbreak since early 2020 has brought
significant economic uncertainties in Malaysia which is the primary
market in which the Company operates and geopolitical and economic
impact on the business including the war in Ukraine and other
economic factors.
The directors have performed assessments on the overall impact
of the situation on the Company's operations and financial
implications, including the recoverability of the carrying amount
of assets and subsequent measurement of assets and liabilities, and
concluded that there is no material adverse effect on the financial
statements for the financial year ended 31 March 2022 other than
those already mentioned earlier.
Given the fluidity of the situation, the directors will
continuously monitor the impact of Covid-19 and geopolitical and
economic impact on the business by taking appropriate and timely
measures to minimise the impact of the outbreak on the Company's
operations.
SECTION 172(1) STATEMENT
The directors of the Company have acted in accordance with their
duties codified in law, which include their duty to act in the way
in which they consider, in good faith, would be most likely to
promote the success of the Company for the benefit of its members
as a whole, having regard to the stakeholders and matters set out
in section 172(1) of the Companies Act 2006.
Section 172 considerations, where appropriate, are included in
decision making at Board level. Issues, factors and stakeholders
which the directors have considered when discharging their duty
under section 172(1) are set out below.
Having regard to the likely consequences of any decision in the
long term
The Board has been actively identifying suitable investments for
the Company after the disposal of its plantation business and
assets. Currently the Company's assets comprise mainly cash and
bank deposits and investments in listed equities. The income
generated from deposits and investments as well as any gain from
disposal of investments serve to increase shareholders' funds and
it is the strategy adopted by the Company to preserve and grow
value for shareholders pending suitable investments being
identified.
Having regard to the interests of the Company's employees
The Company has no employees as all of the Company's day-to-day
management and administrative functions are outsourced to third
parties.
Having regard to the need to foster the Company's business
relationships with suppliers, customers and others
Suppliers
The Board seeks to balance the benefits of maintaining good
relationships with suppliers alongside the need to obtain value for
money and the desired quality and service levels for the Company.
The Board maintains a practice of ensuring settlement according to
the terms of payment agreed at the commencement of business with
suppliers provided that the suppliers have complied with the terms
and conditions of the supply agreement.
Customers
The Company has no direct customer as its income is derived from
interest generated from deposits and investments.
Regulators
The Company strives to comply with the relevant laws and
regulations in the jurisdictions in which it is registered and
operates. The Company has engaged professional firms to attend to
its statutory and regulatory obligations to ensure compliance.
The Company manages its tax affairs responsibly to comply with
tax legislation. The Company's approach is to engage with the tax
authorities constructively, honestly and in a timely and
professional manner, and seeks to resolve any disputed matter
through active and transparent engagement. The Company engages a
professional firm to act on its behalf in all its dealings with the
tax authorities.
Having regard to the impact of the Company's operations on the
community and the environment
Due to the nature of the Company's activities, there is
negligible negative impact of its operations on the community and
the environment.
Having regard to the desirability of the Company maintaining a
reputation for high standards of business conduct
Corporate governance
The Board recognises the importance of good corporate governance
although, given the size and relatively simple operations of the
Company, full compliance is not cost effective. You can read about
how the Company strives to comply with the UK Corporate Governance
Code and the Company's approach to governance on pages 12 to 17 in
this Annual Report.
Ethical business conduct
The Board maintains a practice of fair and ethical dealings with
its suppliers, regulators and other stakeholders to maintain the
Company's reputation for high standards of business conduct.
Having regard to the need to act fairly as between members of
the Company
The Company has just one class of share in issue and so all
shareholders benefit from the same rights, as set out in the
Company's articles of association and the Companies Act 2006. The
Board recognises its legal and regulatory duties and does not take
any decisions or actions, such as selectively disclosing
confidential or inside information that would provide any
shareholder or group of shareholders with any unfair advantage or
position compared to the shareholders as a whole. The Annual
General Meeting is the principal forum for dialogue with
shareholders with regards to matters affecting shareholders'
interest.
VIABILITY STATEMENT
As at the end of the financial year, the Company's assets
comprise approximately 88.6% (2021: 87.6%) in cash and deposits and
8.61% (2021: 12.2%) in quoted equity investments which are highly
liquid in nature. The directors believe that, taking into account
the Company's strong solvency position, highly liquid assets and
measures taken to manage the principal risks, the Company will be
able to continue its investment activities and meet its liabilities
as they fall due for the period up to 31 March 2025, being the
period considered by the directors in their assessment for the next
three years. In their assessment the directors also believe that,
should the need arise, the Company will be able to raise new
finance through borrowings to fund new investments it may identify
as the Company currently does not have any borrowings.
Reporting on environmental matters and community issues is
considered to be not relevant for the entity due to the nature of
its activities as an investment holding company and as a result
have not been specifically commented upon. Specifically in relation
to carbon dioxide emissions the activities of the company are such
that its emissions are negligible.
During the financial year Mr. Diong Chin Teck, an independent
non-executive director of the Company, passed away on 2 December
2021 reducing the number of directors to two which is the minimum
allowable under the Company's Articles of Association. The Company
has appointed an independent non-executive director, Mr. Shaik
Othman Bin Hussain on 27 July 2022 to fill the vacancy on the Board
so as to maintain adequate number of independent non-executive
directors in compliance with corporate governance requirements.
Approval
This report was approved by the Board of Directors on 29 July
2022 and signed on its behalf:
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
Corporate Governance report
As at the date of this report the Company is not in full
compliance with certain provision of the UK Corporate Governance
Code (2018) (the "Code"). The Company has not applied certain
provision of the Code, due to its small size and the simple nature
of its current activities, which is investment holding, and the
small volume of transactions conducted per year. Areas of
non-compliance with the Code are appropriately disclosed in the
succeeding paragraphs.
SECTION 1 - BOARD LEADERSHIP AND COMPANY PURPOSE
Currently the Company's assets comprise mainly cash and bank
deposits, and investments in listed equities. Due to the high
uncertainty of the current global market situation the Board will
review any potential business investment carefully before making
any commitment to invest. Pending the identification of a suitable
business to acquire, the Board is looking at opportunities to
increase its investment in listed securities with proven business
track record and performance at reasonable valuation given the
general softening of the stock market. The income generated from
deposits and investments as well as any gain from disposal of
investments serve to increase shareholders' funds and it is the
strategy currently adopted by the Board to preserve and grow value
for shareholders. The Board believes that current business model of
the Company as an investment holding company is sustainable.
Relationship with shareholders and other stakeholders
The Board has through the years used the Annual Report and the
annual general meeting ("AGM") to communicate with its
shareholders. It is always ready to hold dialogues with interested
investors to improve the Company's business activities. The AGM is
the principal forum for dialogue with shareholders. During the AGM
shareholders are given the opportunity to actively engage with the
Directors on matters relating to the Company's business and the
directors are available to respond to shareholders' questions. In
addition, the Company will hold extraordinary general meetings as
and when needed to obtain shareholders' approval for corporate
proposals.
At the last AGM of the Company held on 20 September 2021 there
were no votes cast against any of the resolutions put for voting at
the meeting. There was also no matter brought up by shareholders'
that required the Board's response or feedback.
The Board understands that it should take into consideration the
views of other key stakeholders of the Company and matters set out
in Section 172(1) of the Companies Act 2006. These matters are set
out on page 9 to 11 in the Section 172(1) Statement and in the
Viability Report. The Company has no employees other than the
executive Chairman as all of the Company's day-to-day management
and administrative functions are outsourced to third parties.
Accordingly, provision 5 and 6 of the Code relating to the
workforce of the Company are not applicable.
The Board has taken action to identify and manage potential
conflicts of interest including those resulting from significant
shareholdings. During the year, there were no transactions that
involved any conflict of interest.
SECTION 2 - DIVISION OF RESPONSIBILITIES
Directors
The Board currently consists of the executive Chairman, Mr. Chew
Sing Guan and two independent non-executive directors namely Mr.
Chew Beow Soon and Mr. Shaik Othman Bin Hussain. Mr. Shaik Othman
Bin Hussain was appointed as an independent non-executive director
on 27 July 2022 to replace Mr. Diong Chin Teck who passed away
during the financial year. Even though Mr. Chew Beow Soon has
served as a non-executive director for more than nine years, the
Board is satisfied that he has continued to demonstrate
independence in terms of character and judgement.
In non-compliance with provision 9 of the Code it is the Board's
view that for a Company of this size it is not deemed necessary to
separate the posts of chairman and chief executive officer.
Furthermore, the Board is of the opinion that there is a strong
independent element within the Board in the form of the two
independent non-executive directors who provide a check and balance
in the Board on decision making. For the same reasons, even though
this is not in compliance with provision 12 of the Code, the Board
is also of the view that it is not deemed necessary to appoint a
senior independent director. The Board is assisted by third party
professionals, the Managing Agents, who report periodically to it.
Important business matters are submitted to the Board for
decision.
The directors carry out their duties in a manner that will
safeguard the shareholders' interests at all times. They are
responsible for ensuring sound management of the Company and
effective implementation and execution of its policies, decisions
and business strategies towards ensuring a successful continuity of
the business.
The Board ordinarily meets three times a year. This expectation
of time commitment is communicated to new Board members before they
are appointed. A director is also expected to notify the Board
before accepting any new directorship in other listed companies to
enable the Board to assess whether the director will be able to
devote sufficient time to the Company. During the year ended 31
March 2022 the Board met on three occasions. Details of the
directors' attendance at Board meetings during the financial year
are as follows:
Attendance
Chew Sing Guan 3/3
Chew Beow Soon 3/3
Diong Chin Teck 1/3
The Board is guided by a formal schedule of matters specifically
reserved to it for decision making which includes future strategy,
key business policies, material acquisitions and disposals,
approval of interim financial statements, annual reports and
financial statements. Directors have full and timely access to
information and Board papers and reports relevant to the issues of
meetings are circulated to Board members in advance of the
meetings. Procedures are in place for directors to take independent
professional advice in the furtherance of their duties, if
necessary, at the Company's expense. In addition, all directors
have direct access to the advice and services of the Company
Secretary whose appointment and removal is a matter for the
Board.
SECTION 3 - COMPOSITION, SUCCESSION AND EVALUATION
Nomination Committee
The Board has not established a Nomination Committee as it is of
the view that this is not practical due to the size of the Company
and the small number of directors. This is not in compliance with
provision 17 of the Code. In the absence of a Nomination Committee,
its function will be undertaken by the Board as a whole.
Appointment of directors
The identification of candidates for appointment of directors is
normally by way of recommendations from the directors or through
the Company's contacts. Open advertising or external search was not
used for recruitment of directors as the Board was of the opinion
that it would be able to have a better assessment of the
suitability of candidates from personal recommendation and it was
also a more cost effective method.
Evaluation
In the absence of a Nomination Committee, its function will be
undertaken by the Board as a whole. Appointment of directors,
evaluation of the performance of the Board, the Audit Committee and
the individual directors are therefore undertaken by the Board
collectively. The Board has not utilised an external evaluator to
facilitate Board evaluation due to the small size of the Board and
considering the cost against the potential benefit of such
exercise. The Board is of the opinion that its current size and
composition is adequate for a company of its size and considering
the current business model which is investment holding. The Board
has therefore not applied provision 19 to 23 of the Code.
Re-election of directors
In accordance with the Articles of Association of the Company,
all directors are subject to election by shareholders at the first
Annual General Meeting after their appointment and thereafter
subject for re-election at least once every three years. The Board
has always complied with this requirement.
In addition, the Company will seek shareholders' approval for an
independent non-executive director who has served for more than
nine years to continue to act as independent non-executive director
of the Company.
SECTION 4 - AUDIT, RISK AND INTERNAL CONTROL
Audit Committee
The Audit Committee currently comprises two independent
non-executive directors, Mr. Chew Beow Soon and Mr. Shaik Othman
Bin Hussain. Mr. Diong Chin Teck served in the Audit Committee
during the financial year until he passed away on 2 December 2021.
Since that date the Company was not in compliance with provision 24
of the Code which requires a minimum of two members in the Audit
Committee. The Company has on 27 July 2022 appointed a new
independent non-executive Director, Mr. Shaik Othman Bin Hussain,
who sits on the Audit Committee. The Company has thus been in
compliance with provision 24 of the Code since 27 July 2022. The
terms of reference of the Audit Committee including its roles and
responsibilities are set out on page 47 and 48 of this Annual
Report.
The Audit Committee is responsible for reviewing the Company's
risk management, internal control and audit processes. The Audit
Committee assists the Board in seeking to ensure that the financial
and non-financial information supplied to the Board and
shareholders presents a fair, balanced and understandable
assessment of the Company's position and performance. The Committee
is authorised by the Board to investigate any activity within its
terms of reference. It is authorised to seek any information it
requires from the Managing Agent which is directed to co-operate
with any request made by the Committee. The Managing Agent may in
confidence, raise concerns about possible improprieties in matters
of the Company to the Chairman of the Audit Committee who is
empowered to carry out investigation of such matter and take
appropriate follow-up action.
The Committee is authorised by the Board to obtain outside legal
or other independent professional advice and to secure the
attendance of outsiders with relevant experience and expertise it
considers necessary.
During the financial year ended 31 March 2022, the Audit
Committee met once and the attendances of the members of the
Committee are as follows:
Attendance
Diong Chin Teck 1/1
Chew Beow Soon 1/1
During the year the Audit Committee assisted the Board in
reviewing the periodic operational and financial reports submitted
by the Managing Agents. As part of its function in discharging its
responsibilities, the Audit Committee carried out the
following:
-- reviewed the external auditor's scope of work and audit plans for the year;
-- discussed the findings of the external auditor in respect of
the audit of the annual financial statements before submitting the
same to the Board for approval and announcement; and
-- reviewed the performance of the external auditor before
recommending them to the Board for re-appointment.
As the number of members in the Audit Committee dropped below
the minimum number with the demise of Mr. Diong Chin Teck during
the financial year, the tender process for the appointment of
external auditors and the resultant appointment of MHA MacIntyre
Hudson was overseen by the Board instead of the Audit
Committee.
Internal Audit
It was decided that the current size of the Company, nature of
its activities and small volume of transactions combined with the
tight financial and management control exercised by the directors
on a day-to-day basis negates the need to set up an internal audit
function for the Company. This policy will be kept under
review.
External Auditor
The Audit Committee assesses annually the effectiveness of the
external audit process and has primary responsibility for making
recommendation on the appointment, re-appointment or removal of the
external auditor.
MHA MacIntyre Hudson was appointed during the year after a
tender process. The current and previous external auditor did not
provide any non-audit services in this or the previous year.
Directors' responsibility for preparing annual report and
accounts
The directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations. A statement of such directors' responsibility is set
out a pages 24 and 25 of this Annual Report.
Significant risk areas
The Company's assets mainly comprise cash and investments in
listed equities and this portfolio of cash and listed investments
is considered to be the key driver of operations and performance
results of the Company. The Company considered cash and listed
investments to be at low risk of significant misstatements and not
to be subject to a significant level of judgement. However, due to
their high materiality in the context of the financial statements
as a whole, the Company agreed with the auditor's view that they
are considered to be the area which had the greatest effect on the
overall audit of the financial statements. The Company is satisfied
that the risks surrounding cash and listed investments are
adequately mitigated due to the fact that they are:
-- comfortable with the processes and controls in place to
record investment transactions and to value the portfolio ;
-- comfortable with the processes and controls in place
surrounding the treasury function and the bank reconciliation
process ; and
-- the valuation of listed investments can be agreed to externally quoted prices .
The Board considers that the only potential risk to the Company
is the performance of companies in which the Company has invested
in which in turn will affect their ability to pay dividends and
their market price. The Board will closely monitor the market
condition and the Company's investment in listed securities to
mitigate this risk.
Internal Controls
The Board is responsible for the Company's system of internal
control and for reviewing its effectiveness, which it does on an
annual basis. Such a system is designed to manage, rather than
eliminate, the risk of failure of achieving business objectives and
can provide only reasonable, but not absolute, assurance against
material misstatement or loss. There is a continuous process for
identifying, evaluating and managing the significant risks faced by
the Company. This process was in place throughout the year under
review and up to the date of approval of the annual report.
The key elements of the Company's internal controls are as
follows:
-- Risk assessment
The Board is responsible for the identification, evaluation and
review of risks facing the business. Such risks are reviewed on a
continuous basis and are carried out as part of the monthly
reporting.
-- Control environment and control activities
The day-to-day operation of the system of internal controls is
delegated to the Managing Agents. The management and control
procedures cover issues such as physical controls, segregation of
duties, authorisation levels and comprehensive financial and
operational reporting systems. Such procedures are documented for
effective control and monitoring.
-- Information and communication
The Board holds periodic formal and informal discussions on the
Company's affairs where all important business decisions are
formally discussed and documented. The Board holds periodic board
meetings to formally approve the financial reports submitted by the
Managing Agents.
SECTION 5 - REMUNERATION
The Company has not complied with provisions 33 -41 of the Code
relating to remuneration schemes for directors as the directors
received only a nominal fee for their services and there is no
intention to change the way they are remunerated. Accordingly, the
formation of a Remuneration Committee is not deemed to be necessary
and the Company has not complied with provision 32 of the Code. As
the company has no employees other than the executive chairman, and
the directors receive only nominal fees, the company did not carry
out any benchmarking of remuneration to set remuneration levels nor
have a workforce advisory panel.
Due to the size of the Board, the directors evaluate the
performance of the Board, the Audit Committee and the individual
directors collectively.
Approval
This report was approved by the Board of Directors on 29 July
2022 and signed on its behalf:
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
Report of the directors
The directors present their Annual Report of the Company for the
financial year ended 31 March 2022.
RESULTS AND DIVID
The Company made a loss after tax of RM68,312 for the current
financial year as compared to loss after tax of RM3,621 in the
previous year due to lower interest income as a result of
significant decrease in interest rates. Total comprehensive loss
for the year after losses/gains on investments passing through
other comprehensive income amounted to RM 332,882 (2021 Profit RM
458,495).The directors do not recommend any final dividend to be
paid for the current financial year (2021: RM Nil).
DIRECTORS
The names of the directors who held office during the year are
as follows:
Chew Sing Guan
Chew Beow Soon
Diong Chin Teck (died on 2 December 2021)
Mr Shaik Othman Bin Hussain was appointed after the year end on
27 July 2022.
Mr. Shaik Othman Bin Hussain and Mr. Chew Sing Guan will retire
by rotation in accordance with article 87 and 108 of the Company's
Articles of Association respectively at the forthcoming annual
general meeting and, being eligible, offer themselves for
re-election.
Qualifying third party indemnity provisions are not in place in
respect of the Company's directors.
The directors do not have any service contract with the Company.
Mr. Chew Sing Guan is a non-executive director of Plantation
Agencies Sdn. Berhad which acted as the Malaysian Registrars and an
agent to the Company in Malaysia.
SUBSTANTIAL SHAREHOLDINGS
At the date of this report, substantial interests in the share
capital of the Company, as notified to the Company, were as
follows:-
No. of ordinary shares of
10p each %
Malayan Securities Trust Sdn.
Berhad 798,986 46.63
Thomas William George Charlton 234,997 13.72
Flairshare Limited 132,000 7.70
The Temerloh Rubber Estates
Berhad 88,442 5.16
There has been no changes in the substantial shareholdings since
the end of the financial year up to the date of this report.
Mr. Chew Sing Guan has notified an interest in the shares held
by Malayan Securities Trust Sdn. Berhad. The directors are not
aware of any other beneficial holding of 3% or more in the share
capital of the Company.
The Director Mr. Chew Beow Soon holds 1,000 ordinary shares.
TAXATION
The Company is tax resident in Malaysia.
PAYMENT TO SUPPLIERS
The Company does not follow any code or standard on payment
practice. The Company's policy, in relation to all of its
suppliers, is to make settlement according to the terms of payment
agreed at the commencement of business with that supplier provided
that the supplier has complied with the terms and conditions of the
supply agreement. As there are no trade creditors at the year-end
there is no creditor days disclosure to provide.
DISCLOSURE OF INFORMATION TO AUDITOR
The directors who held office at the date of approval of this
directors' report confirm that, so far as they are each aware,
there is no relevant audit information of which the Company's
auditor is unaware and each director has taken all the steps that
they ought to have taken as a director to make themselves aware of
any relevant audit information and to establish that the Company's
auditor is aware of that information.
GOING CONCERN
The Directors have performed appropriate procedures to confirm
the Company's going concern status. This included reviewing the
potential impacts of COVID-19, and the geopolitical and economic
situation which may impact future interest and dividend income
arising from decline in interest rates and dividends declared by
the companies in which the Company has invested and which may also
impact on the underlying value of investments held by the
Company.
The longer-term impact of the Covid-19 pandemic on
macro-economic conditions and the Malaysian market is as yet
uncertain and therefore, the Company is taking a prudent approach
to investing in listed equities and will conserve cash as well as
control costs.
The Directors are satisfied in light of their enquiries and
assessment of the financial position and financial performance of
the Company, that they have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future.
Thus, they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
POST BALANCE SHEET EVENTS
Post year end stock markets have continued to be turbulent and
the quoted fair value of the portfolio of investments has reduced
to RM910,517 as at 27 July 2022. The directors continue to monitor
the markets closely and consider their investment strategy.
CONTROLLING SHAREHOLDER
The Listing Rules require that premium listed companies with
"controlling shareholders" (defined as a shareholder who
individually or with any of their concert parties exercises or
controls 30% or more of the votes able to be cast on all or
substantially all the matters at the Company's general meeting)
must enter into a relationship agreement containing specific
independence provisions.
The independence provisions required by the Listing Rules are
that:
(i) transactions and arrangements with the controlling
shareholder (and/or any of its associates) will be conducted at
arm's length and on normal commercial terms;
(ii) neither the controlling shareholder nor any of its
associates will take any action that would have the effect of
preventing the Company from complying with its obligations under
the Listing Rules; and
(iii) neither the controlling shareholder nor any of its
associates will propose or procure the proposal of a shareholder
resolution which is intended or appears to be intended to
circumvent the proper application of the Listing Rules.
By virtue of his interest in the shares held by Malayan
Securities Trust Sdn. Berhad which has a 46.63% shareholding in the
Company, Mr. Chew Sing Guan who meets the definition above is a
controlling shareholder. The Board notes that the current
activities of the Company comprise placing deposits with financial
institutions and investments in listed equities. The administrative
affairs of the Company are handled by a managing agent and total
expenditure for the year amounted to less than 3% of net assets of
the Company.
In view of the nature of the Company's activities and the small
volume of transactions conducted, the Board considers that there is
negligible risk of any transaction or arrangement being conducted
by the Company with the controlling shareholder to the latter's
advantage.
Other than the above and Listing Rule 9.8.4 (10), under which
Chew Sing Guan controls Mercury Securities Sdn Bhd which carries
out stock broking activities for the Company and is also a director
of Plantation Agencies Sdn Berhad which carries out administration
support function details of which are set out in note 14 to the
financial statements, the Directors confirm that there are no
additional disclosures to be made in respect of Listing Rule
9.8.4R.
SHARES OF THE COMPANY
As at the end of the financial year the Company has only one
class of securities i.e. ordinary shares which all rank pari passu
with one another in terms of the voting, dividend and capital
rights. There is no restriction on the transfer of securities nor
limitations on the holding of shares of the Company.
MATTERS COVERED IN THE STRATEGIC REPORT AND FINANCIAL
STATEMENTS
As permitted by Paragraph 1A of Schedule 7 to the Large and
Medium Sized Companies and Groups (Accounts and Reports)
Regulations 2008 certain matters which are required to be disclosed
in the Directors' Report have been omitted as they are included in
the Strategic Report on pages 8-11 and in note 13 of the Financial
Statements. These matters relate to the future developments of the
Company and its business relationships with suppliers, customers
and others which have been disclosed in the Strategic Report and
financial risk management which has been disclosed in note 13 of
the Financial Statements.
ENERGY AND CARBON REPORTING
The Company has consumed less than 40,000kWh of electricity
during the reporting period and therefore is exempt from the
related energy and carbon reporting requirements.
EMPLOYMENT, SOCIAL, COMMUNITY AND HUMAN RIGHTS ISSUES
The Company has no employees and the day to day activities are
carried out by third parties. There are therefore no disclosures to
be made in respect of employees.
INDEPENT AUDITOR
MHA MacIntyre Hudson were appointed during the financial year
following a tender process. As recommended by the Audit Committee,
a resolution for the re-appointment of MHA Maclntyre Hudson as
independent auditor to the Company will be proposed at the 2022
Annual General Meeting.
Approval
This report was approved by the Board of Directors on 29 July
2022 and signed on its behalf:
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
Directors' Remuneration Report
On behalf of the Board of Directors, I am pleased to present the
Directors' Remuneration Report for the year ended 31 March
2022.
This report has been prepared in accordance with the legislation
relating to the reporting of Directors' remuneration and complies
with the sections 420 to 421 of the Companies Act 2006 and of
Schedule 8 of SI 2008/410 Large and medium-sized companies and
groups (Accounts and Directors' Report) Regulation 2008, as
amended. The report also meets the relevant requirement of the
Listing Rules of the Financial Conduct Authority. In accordance
with the Act, this report is divided into a section on Directors'
Remuneration Policy and a second section on the annual Report on
Directors' Remuneration, which details the remuneration paid to the
Directors during the financial year under review.
Shareholders will be asked to vote separately on the Directors'
Remuneration Policy and the Report on Directors' Remuneration at
the 2022 Annual General Meeting of the Company at which the
financial statements will be approved. There were no issues raised
in respect of voting on either at the Annual General Meeting of the
Company.
The regulations require the auditor to report to the Company's
members on the "auditable part" of the Directors' Remuneration
Report. The report has therefore been divided into 2 sections for
audited and unaudited information.
Unaudited Information
Directors' Remuneration Policy
In accordance with the Company's Memorandum and Articles of
Association, the directors received only a nominal fee for their
services. The fees paid to the directors are not linked to
performance and the Company has no intention to change the way the
directors are remunerated in the future.
Share Options
As at 31 March 2022 (2021: none), no options were granted to the
directors to subscribe for any shares in the Company.
Service contracts
There are no service contracts in existence with the directors
and they received only a nominal fee for their services.
Audited information
Aggregate Directors' remuneration
The total amounts for Directors' remuneration are as
follows:
2022 2021
RM RM
Emoluments 2,991 3,422
------ ------
2022 2021
RM RM
Directors' emoluments - fee
Executive Director
Chew Sing Guan 1,327 1,284
Non-executive Directors
Diong Chin Teck 559 1,069
Chew Beow Soon 1,105 1,069
------ ------
2,991 3,422
------ ------
Approval
This report was approved unanimously by the Board of Directors
on 29 July 2022 and signed on its behalf:
CHEW SING GUAN
Chairman
Statement of directors' responsibilities in respect of the
Annual Report and the financial statements
The directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law they have
elected to prepare the financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom) Accounting Standards, comprising FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland
("FRS 102" ) and applicable law.
Under Company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period. In preparing these financial
statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state whether applicable UK Accounting Standards comprising
FRS 102 have been followed, subject to any material departures
disclosed and explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Company and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations, the directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
Responsibility statement of the directors in respect of the
annual financial report
We confirm that to the best of our knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company taken as a whole; and
-- the Strategic Report and Directors' Report include a fair
review of the development and performance of the business and the
position of the issuer, together with a description of the
principal risks and uncertainties faced.
We consider the Annual Report and accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and
performance, business model and strategy.
CHEW SING GUAN
Chairman
Penang, Malaysia
29 July 2022
Independent auditor's report to the
members of Hidong Estate Plc
For the purpose of this report, the terms "we" and "our" denote
MHA MacIntyre Hudson in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of Hidong Estate plc. For the purposes of the table on
pages 27 to 28 that sets out the key audit matters and how our
audit addressed the key audit matters, the terms "we" and "our"
refer to MHA MacIntyre Hudson. The "Company" is defined as Hidong
Estate plc. The relevant legislation governing the Company is the
United Kingdom Companies Act 2006 ("Companies Act 2006").
Opinion
We have audited the financial statements of Hidong Estate Plc
for the year ended 31 March 2022 which comprise:
-- the Statement of Comprehensive Income;
-- the Balance Sheet;
-- the Statement of Changes in Equity;
-- the Statement of Cash Flows; and
-- the notes to the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in their
preparation is applicable law and United Kingdom Accounting
Standards, including FRS 102 "The Financial Reporting Standard
applicable in the UK and Republic of Ireland" (United Kingdom
Generally Accepted Accounting Practice).
In our opinion, the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 March 2022 and of its loss for the year then
ended;
-- have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit
Committee and the Board of Directors
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, as applied to listed public interest
entities and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the
Directors' use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our audit
procedures to evaluate the Directors' assessment of the Company's
ability to continue to adopt the going concern basis of accounting
included:
-- Assessment at the planning stage of the audit to identify
events or conditions that may cast significant doubt on the
Company's ability to continue as a going concern;
-- Making enquiries of the Directors in relation to the long
term strategy of the entity including their strategy in relation to
investments and maturity periods attaching to fixed term deposits
being made and the assumptions used in cashflow forecasts when
assessing the appropriateness of adopting the going concern basis
of accounting;
-- Considering the liquidity of the Company in light of the
investment strategy in respect of term deposits maturity terms and
the underlying cashflow forecasts prepared by management and
assessing the availability of sufficient cash resources to settle
outstanding liabilities as they fall due, including consideration
of any time delays of dividend income arising from quoted
investments; and
-- Evaluating the appropriateness of the disclosures in the financial statements.
Based on the work we have performed, we have not identified any
material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for a period of at
least twelve months from when the financial statements are
authorised for issue.
In relation to the Company's reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the Directors' statement in the
company's financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit scope and approach
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements and designed and performed audit procedures in response
to those risks.
Materiality The materiality that we used for the financial
statements was RM 122,000 (2021: RM 125,755),
which was determined as 1% of gross assets at
the year end (2021: 1%).
Performance materiality was set at 70% of materiality
(2021: 70%).
Scope Due to all of the company's activities and books
and records residing in Malaysia, the audit work
was undertaken under the direction and supervision
of MHA MacIntyre Hudson, as statutory auditors,
primarily by staff within Baker Tilly Malaysia
in conjunction with their audit of the Company's
Malaysian branch financial statements, as required
under local legislation for which they had been
separately engaged by the Company. We directly
reviewed their audit work and findings including
having full access to their entire working paper
file and obtaining copies for our file. Where
we identified the need for additional procedures
we undertook these directly with the Company.
----------------------------------------------------------------------
Key audit matters The key audit matters that we identified in the
current year were:
* Existence and valuation of cash, term deposits and
listed investments
Our assessment of the Company's key audit matters
is consistent with those in the 2021 audit.
----------------------------------------------------------------------
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement, whether or not due to
fraud, we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement
team.
These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
We summarise below the key audit matters in forming our audit
opinion above, together with an overview of the principal audit
procedures performed to address the matter and key observations
arising from those procedures.
These matters, together with our findings, were communicated to
those charged with governance through our Audit Findings
Report.
Existence and valuation of cash, term deposits and listed investments
------------------------------------------------------------------------------------
Key audit The Company's portfolio of listed investments,
matter description cash deposits and cash balances make up 99% of
total assets by value and is considered to be
the key driver of operations and performance.
Cash, term deposits and listed investments are
not considered to be subject to a significant
level of judgment because they comprise liquid
and, in the case of investments, quoted company
investments which are valued using readily available
market year end bid price under FRS 102.
However, due to their significance in the context
of the financial statements, they are considered
to be the areas which had the greatest effect
on our overall audit strategy and allocation
of resources in planning and completing our audit.
-------------------- --------------------------------------------------------------
How the scope of Our procedures over the existence and valuation
our audit responded of the company's portfolio of cash, term deposits
to the key audit and listed investments included, but were not
matter limited to, the following:
* agreeing the existence of all cash and listed
investment holdings to third party statements, broker
statements and/or direct confirmations;
* agreeing the valuation of all listed investments to
externally available quoted market bid prices;
* agreeing the valuation of all cash and deposit
holdings to third party confirmations;
* reviewing management's assessment of the
classification of the term deposits and treatment
within the balance sheet and statement of cashflows
and considering the terms attaching of each term
deposit and assessing whether any met the definition
under FRS102 of cash and cash equivalents;
* reviewing management's disclosures and presentation
within the financial statements; and
* in light of errors identified in respect of the
identification of cash and cash equivalents as at the
year end in respect of certain term deposits, we
reviewed the maturity dates of term deposits at
inception included within the opening balances as at
31 March 2021 and 2020 and considered classification.
-------------------- --------------------------------------------------------------
Key Observations From the audit procedures completed, we are satisfied
that cash, term deposits and investments are
materially accurate and correctly reflected in
the financial statements.
However, during our work we identified that certain
short term deposits amounting to RM4,500,000
included within the prior year balance sheet
as term deposit investments had incorrectly not
been identified as meeting the definition of
cash and cash equivalents under FRS102. We agreed
with management a prior year adjustment in respect
of the comparative figures shown in the balance
sheet and cashflow statement to reflect these
amounts as cash and cash equivalents.
-------------------- --------------------------------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
Our definition of materiality considers the value of error or
omission on the financial statements that, individually or in
aggregate, would change or influence the economic decision of a
reasonably knowledgeable user of those financial statements.
Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole. Materiality is used in planning the scope of
our work, executing that work and evaluating the results.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall materiality RM 122,000 (2021:RM 125,755)
How we determined it Materiality has been determined with reference
to a benchmark of gross assets, of which
it represents 1% (2021 1%).
--------------------------------------------------
Rationale for benchmark We consider gross assets to be the main
applied measure by which the users of the financial
statements assess the financial performance
and success of the Company due to the investment
nature of the business and the majority
of balances comprising of cash, term deposits
and investments.
--------------------------------------------------
Performance materiality Performance materiality is the application
of materiality at the individual account
or balance level, set at an amount to reduce,
to an appropriately low level, the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality for the
financial statements as a whole.
Performance materiality was set at RM 85,400
(70%)
(2021 RM 88,029 - 70%).
--------------------------------------------------
Reporting threshold We agreed with the Directors that we would
report to them misstatements identified
during our audit above RM 6,100 (2021 RM3,773)
as well as misstatements below that amount
that, in our view, warranted reporting
for qualitative reasons.
We also reported to management on disclosure
matters that we identified when assessing
the overall presentation of the financial
statements.
--------------------------------------------------
Overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the
Company and its environment, including the system of internal
control, and assessing the risks of material misstatement in the
financial statements. We also addressed the risk of management
override of internal controls, including assessing whether there
was evidence of bias by the Directors that may have represented a
risk of material misstatement.
Other information
The other information comprises the information included in the
annual report other than the financial statements and our auditor's
report thereon. The Directors are responsible for the other
information contained within the annual report. Our opinion on the
financial statements does not cover the other information and,
except to the extent otherwise explicitly stated in our report, we
do not express any form of assurance conclusion thereon. Our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of audit or otherwise appears to be materially misstated. If
we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements themselves. If,
based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, the part of the directors' remuneration report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the Strategic Report and the
Directors' Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements;
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements;
-- the information about internal control and risk management
systems in relation to financial reporting processes and about
share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook
made by the Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has been prepared in
accordance with applicable legal requirements; and
-- information about the Company's corporate governance code and
practices and about its administrative, management and supervisory
bodies and their committees complies with rules 7.2.2, 7.2.3 and
7.2.7 of the FCA rules.
In light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have not
identified material misstatements in the Strategic Report or the
Directors' Report or in the information about internal control and
risk management systems in relation to financial reporting
processes and about share capital structures, given in compliance
with rules 7.2.5 and 7.2.6 of the FCA Rules.
Directors' remuneration report
Those aspects of the Directors' remuneration report which are
required to be audited have been prepared in accordance with
applicable legal requirements.
Corporate governance statement
We have reviewed the directors' statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company's compliance with the
provisions of the UK Corporate Governance Code specified for our
review by the Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial
statements, or our knowledge obtained during the audit:
-- Directors' Statement with regards the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified;
-- Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why they period is
appropriate;
-- Director's statement on whether it has a reasonable
expectation that the Company will be able to continue in operation
and meets its liabilities;
-- Directors' statement on fair, balanced and understandable;
-- Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks;
-- Section of the annual report that describes the review of
effectiveness of risk management and internal control systems;
and
-- Section describing the work of the audit committee.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the company financial statements and the part of the
Directors' remuneration report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit; or
-- a corporate governance statement has not been prepared by the company.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities
statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company's ability to continue as a
going concern, disclosing as applicable, matters related to going
concern and using the going concern basis of accounting unless the
Directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement and the extent to
which these are capable of detecting irregularities, including
fraud are detailed below;
-- Obtaining an understanding of the legal and regulatory
frameworks that the Company operates in, focusing on those laws and
regulations that had a direct effect on the financial
statements.
-- Enquiry of management to identify any instances of
non-compliance with laws and regulations.
-- Reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with applicable laws
and regulations.
-- Enquiry of management to identify any instances of known or suspected instances of fraud.
-- Discussing among the engagement team regarding how and where
fraud might occur in the financial statements and any potential
indicators of fraud.
-- Reviewing minutes of meetings of those charged with governance.
-- Reviewing legal and professional expenditure in order to
assess potential for unrecorded contingent liabilities.
-- Reviewing the control systems in place and testing the design
and implementation of the controls when applicable.
-- Performing audit work over the risk of management override of
controls, including testing of journal entries and other
adjustments for appropriateness, evaluating the business rationale
of significant transactions outside the normal course of business,
and reviewing accounting estimates for bias.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities .This
description forms part of our auditor's report.
Other matters which we are required to address
We were appointed by the directors of the company as auditors on
22 March 2022 to audit the financial statements for the year ending
31 March 2022. This is our first year auditing the financial
statements which covers the year end to 31 March 2022.
We did not provide any non-audit services which are prohibited
by the FRC's Ethical Standard to the Company and we remain
independent of the Company in conducting our audit.
Use of our report
This report is made solely to the company's members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company's members as a body for our audit
work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure
Guidance and Transparency Rule (DTR) 4.1.14R, these financial
statements form part of the European Single Electronic Format
(ESEF) prepared Annual Financial Report filed on the National
Storage Mechanism of the UK FCA in accordance with the ESEF
Regulatory Technical Standard (('ESEF RTS'). This auditor's report
provides no assurance over whether the annual financial report has
been prepared using the single electronic format specified in the
ESEF RTS.
Tobias Stephenson BA ACA (Senior Statutory Auditor)
For and on behalf of MHA MacIntyre Hudson
Statutory Auditor
Birmingham, United Kingdom
29 July 2022
Statement of Comprehensive Income for the year ended 31 March
2022
2022 2021
Note RM RM
Income from investments 68,731 78,211
Interest receivable and similar income 214,533 273,805
---------- -----------
Net Income 283,264 352,016
Administrative expenses (302,676) (293,209)
---------- -----------
(Loss)/profit before taxation 2 (19,412) 58,807
Taxation 3 (48,900) (62,428)
---------- -----------
(Loss) for the financial year (68,312) (3,621)
---------- -----------
Other Comprehensive Income
Fair Value (loss)/gain on investments (264,570) 462,116
----------- -----------
Total Comprehensive (loss)/profit
for the year (332,882) 458,495
----------- -----------
(3.99) (0.21)
Basic and diluted loss per 10p share 4 sen sen
------- -------
The results stated above are all derived from continuing
operations.
Company Number: 00188390
The notes on pages 37 to 46 form part of these financial
statements.
Balance sheet as at 31 March 2022
Note 2022 2021(As
restated-Note
15)
RM RM
Fixed assets
Investments 5 1,044,502 1,532,238
Current assets
Debtors 10 45,029 60,741
Fixed Deposits with licensed banks 11 6,500,000 6,500,000
Cash at bank and short-term deposits 12 4,659,046 4,482,540
11,204,075 11,043,281
----------- ---------------
Current liabilities
Creditors: amounts falling due within
one year 6 (115,940) (110,000)
----------- ---------------
(115,940) (110,000)
----------- ---------------
Net current assets 11,088,135 10,933,281
Net assets 12,132,637 12,465,519
----------- ---------------
Capital and reserves
Called up share capital 7 1,067,846 1,067,846
Revaluation reserve 8 67,776 496,939
Profit and loss reserve 8 10,997,015 10,900,734
Shareholders' funds 12,132,637 12,465,519
----------- ---------------
These financial statements were approved by the Board of
Directors on 29 July 2022.
CHEW SING GUAN )
) Directors
)
CHEW BEOW SOON )
Company Number: 00188390
The notes on pages 37 to 46 form part of these financial
statements.
Statement of Changes in Equity for the year ended 31 March
2022
Called Profit
up share Revaluation and loss
capital reserve reserve Total equity
RM RM RM RM
At 1 April 2020 1,067,846 34,823 10,904,355 12,007,024
Comprehensive income for
the year
Loss for the year --(3,621) (3,621)
Other comprehensive income
for the year
Fair value gain on investments - 462,116 - 462,116
-------------- -------------- -------------- --------------
Total comprehensive income
for the year - 462,116 (3,621) 458,495
-------------- -------------- -------------- --------------
At 31 March 2021 1,067,846 496,939 10,900,734 12,465,519
At 1 April 2021 1,067,846 496,939 10,900,734 12,465,519
Comprehensive income for
the year
Loss for the year - - (68,312) (68,312)
Other comprehensive income
for the year
Fair value loss on investments - (264,570) - (264,570)
-------------- -------------- -------------- --------------
Total comprehensive income
for the year
- (264,570) (68,312) (332,882)
Transfer of realised gains
on investment on derecognition - (164,593) 164,593 -
-------------- -------------- -------------- --------------
At 31 March 2022 1,067,846 67,776 10,997,015 12,132,637
The notes on pages 37 to 46 form part of these financial
statements.
Statement of Cash Flows for the year ended 31 March 2022
2021(As
restated-Note
Note 2022 15)
RM RM
Cash flows from operating activities
Loss for the year (68,312) (3,621)
Adjustments for:
Interest receivable and similar income (214,533) (273,805)
Income from investments (68,731) (78,211)
Taxation 3 48,900 62,428
---------- ---------------
(302,676) (293,209)
Increase in other debtors (760) -
Increase in other creditors 5,940 9,130
(297,496) (284,079)
Tax paid (32,428) (101,138)
---------- ---------------
Net cash used in operating activities (329,924) (385,217)
---------- ---------------
Cash flows from investing activities
Income from investments 68,731 78,211
Interest received 214,533 344,389
Purchase of investments (347,271) (130,878)
Sale of investments 570,437 -
(Increase)/decrease in deposits 11 - 4,000,000
---------- ---------------
Net cash from investing activities 506,430 4,291,722
---------- ---------------
Cash flows from financing activities - -
Net increase in cash and cash equivalents 176,506 3,906,505
---------- ---------------
Cash and cash equivalents at 1 April 4,482,540 576,035
Cash and cash equivalents at 31 March 12 4,659,046 4,482,540
The company has not presented an analysis of the movement in net
debt/funds as the Company has no debt and the Cash and cash
equivalents balance are equal to the net funds amounts as at the
year end.
The notes on pages 37 to 46 form part of these financial
statements.
Notes to the financial statements
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Company's financial statements.
1 ACCOUNTING POLICIES
The company is a public company limited by shares and is
incorporated in England. The address of its registered office is
Neville House, Steelpark Road, Halesowen, West Midlands, B62
8HD"
The presentation and functional currency of these financial
statements is Ringgit Malaysia (RM).
The Company is not part of a larger group and does not prepare
consolidated financial statements.
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in these
financial statements.
(a) Basis of preparation
These financial statements were prepared in accordance with
Financial Reporting Standard 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland ("FRS 102").
(b) Measurement convention
The financial statements are prepared on the historical cost
basis except certain financial instruments measured at fair
value.
(c) Going concern
The Directors have performed appropriate procedures to confirm
the Company's going concern status. This included reviewing the
potential impacts of COVID-19 and other geopolitical and economic
risks , which may impact future interest and dividend income
arising from decline in interest rates and dividends declared by
the companies in which the Company has invested and the fair value
of the investments held.
The longer-term impact of the Covid-19 pandemic on
macro-economic conditions and the Malaysian market is as yet
uncertain and therefore, the Company is taking a prudent approach
to investing in listed equities and will conserve cash as well as
control costs.
The Directors are satisfied in light of their enquiries and
assessment of the financial position and financial performance of
the Company, that they have a reasonable expectation that the
Company has adequate resources to continue in operational existence
for the foreseeable future.
Notes (continued)
1 ACCOUNTING POLICIES (continued)
(d) Foreign currency
Transactions in foreign currencies are recorded in Ringgit
Malaysia (RM) at rates ruling at the transaction dates. Assets and
liabilities are reported at the rates prevailing at the balance
sheet date except for share capital which remains at the historical
rate. Exchange gains and losses relating to changes in the fair
value of investments are recognised in other comprehensive income.
Other exchange gains or losses are included in the profit and loss
account.
(e) Taxation
The Company is tax resident in Malaysia.
The charge for taxation is based on the profit for the year and
takes into account taxation deferred because of timing differences
between the treatment of certain items for taxation and accounting
purposes.
Deferred tax is recognised, without discounting, in respect of
all timing differences between the treatment of certain items for
taxation and accounting purposes which have arisen but not reversed
by the balance sheet date, except as otherwise required by Section
29 of FRS102.
A deferred tax asset is recognised only to the extent that it is
probable that future taxable profits will be available against
which the asset can be utilised.
(f) Financial instruments
The Company has chosen to apply the recognition and measurement
provisions of IFRS 9 and the disclosure requirements of FRS 102 in
respect of financial instruments other debtors are recognised
initially at transaction price less attributable transaction costs.
Other creditors are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition
they are measured at amortised cost using the effective interest
method.
The accounting policy for the Company's investments in quoted
equity investments have been disclosed in accounting policy (j)
financial assets comprising fixed and short term deposits bank
balances and other receivables are evaluated for expected credit
losses using the 3 stage method. In respect of bank deposits the
first stage is use - 12 months expected loss. Given the credit
standing of the banks with whom deposits are made any expected
credit loss has been determined as negligible. Expected loss on
other receivables are evaluated on a life time basis and have also
been determined as being negligible.
(g) Income
Interest income is recognised in Profit and Loss using the
effective interest method.
Dividend income is recognised when the right to receive payment
is established.
(h) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand and
deposits with maturity of 3 months or less from inception where
there is no significant loss for early redemption. This is a change
of accounting policy the effects of which are detailed in note
15.
(i) Deposits
Deposits represent cash held on deposit with maturity periods of
6 months more than 3 months from inception and with penalties
payable for early withdrawal.
Notes (continued)
1 ACCOUNTING POLICIES (continued)
(j) Investments
The company measures its quoted equity investments at fair value
based upon the quoted bid price in active markets (level 1 in the
fair value hierarchy of IFRS 9).This category comprises investment
in equity that is not held for trading, and the Company irrevocably
elect to present subsequent changes in the investment's fair value
in other comprehensive income. This election is made on an
investment-by-investment basis. Dividends are recognised as income
in profit or loss unless the dividend clearly represents a recovery
of part of the cost of investment. Other net gains and losses are
recognised in other comprehensive income. On derecognition, gains
and losses accumulated in other comprehensive income are not
reclassified to profit or loss. However a movement is recorded
between the revaluation and profit and loss reserves in respect of
the previously recognised accumulated gains and losses on the
derecognition on the disposal of the related individual
investment.
(k) Share Capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new ordinary shares are shown
in equity as a deduction, net of tax, from the proceeds.
(m) Employee Benefits
Wages, salaries, bonuses and social security contributions are
recognised as an expense in the year in which the associated
services are rendered by employees or directors of the company.
(n) Key areas of management judgement and estimation and uncertainty
The Directors believe that there are no critical accounting
policies where judgements or estimations are necessarily applied in
the financial statements.
2 LOSS FOR THE YEAR
The loss on ordinary activities before taxation is stated:
2022 2021
RM RM
After charging:
Directors' remuneration *
- Chew Sing Guan 1,327 1,284
- Diong Chin Teck 559 1,069
- Chew Beow Soon 1,105 1,069
Auditor's remuneration
- Audit of these financial statements 129,536 123,616
and after crediting:
Interest income 214,533 273,805
Income from investments 68,731 78,211
* Directors' remuneration totalling RM2,991 (2021: RM3,422) is
in respect of directors' fees for duties performed outside the
United Kingdom.
Notes (continued)
3 TAX ON PROFIT ON ORDINARY ACTIVITIES
2022 2021
RM RM
Foreign taxation
- current year 48,900 62,428
48,900 62,428
------- --------
The tax charge for the year is higher than (2021: higher than)
the standard rate of corporation tax in the Malaysia of 24% (2021:
24%). The differences are explained below.
2022 2021
RM RM
(Loss)/profit before tax (19,412) 58,807
--------- ---------
Current tax at 24% (2021: 24%) (4,658) 14,114
Expenses not deductible for tax
purposes 70,983 67,085
Income not subject to tax (17,425) (18,771)
48,900 62,428
--------- ---------
The income tax is calculated at the Malaysian statutory rate of
24% (2021: 24%) of the estimated taxable profit for the fiscal
year.
4 BASIC AND DILUTED LOSS PER ORDINARY SHARE OF 10P EACH
This is based on the loss after tax of RM68,312 (2021: loss
RM3,621) and 1,713,334 shares (2021: 1,713,334 shares), being the
weighted average number of shares in issue. The basic profit per
ordinary share is calculated using a numerator of the net profit
for the year and a denominator of the weighted average number of
ordinary shares in issue for the year. There is no difference in
2022 or 2021 between the basic and diluted profit per share as
there are no potentially dilutive shares, including share options
and warrants, to convert.
Notes (continued)
5 INVESTMENTS
2022 2021
RM RM
At beginning of year 1,532,238 939,244
Additions 347,271 130,878
Change in fair value (264,570) 462,116
Disposals (570,437) -
At end of year 1,044,502 1,532,238
---------- ----------
Post year end stock markets have continued to be turbulent and
the quoted fair value of the portfolio of investments has reduced
to RM910,517 as at 27 July 2022. The directors continue to monitor
the markets closely and consider their investment strategy.
6 CREDITORS: Amounts falling due within one year
2022 2021
RM RM
Other creditors 115,940 110,000
115,940 110,000
-------- --------
7 SHARE CAPITAL
2022 2021
RM RM
Authorised
2,000,000 ordinary shares of 10p
each 1,493,610 1,493,610
---------- ----------
Issued and fully paid up
1,713,334 ordinary shares of 10p
each 1,067,846 1,067,846
---------- ----------
As at the end of the financial year the Company has only one
class of securities i.e. ordinary shares which all rank pari passu
with one another in respect of voting, dividends and rights to
capital. There is no restriction on the transfer of securities of
the Company
8 RESERVES
Revaluation reserve
The revaluation reserve relates to the cumulative unrealised
fair value adjustments to investments.
Profit and loss reserve
The profit and loss reserve comprises of the cumulative profits
and realised gains and losses of the Company less distributions to
shareholders.
Notes (continued)
9 EMPLOYEES
There are no employees, other than a Director, which has been
disclosed in note 2.
1 0 DEBTORS
2022 2021
RM RM
Current tax assets 11,100 27,572
Accrued Income 33,929 33,169
45,029 60,741
------- -------
1 1 FIXED DEPOSITS WITH LICENSED BANKS
2021(as
restated-note
2022 15)
RM RM
Fixed Deposits with licensed banks 6,500,000 6,500,000
---------- ---------------
Fixed deposits with licensed banks earn effective interest rates
of 2.05% to 2.15% (2021: 2.00% to 2.05%) with tenure more than 3
months.
1 2 CASH AT BANK AND CASH EQUIVALENTS
2021(as
2022 restated)
RM RM
Cash at bank 159,046 232,540
Short-term deposits 4,500,000 4,250,000
---------- -----------
Total 4,659,046 4,482,540
---------- -----------
The short-term deposits placed with licensed banks earn
effective interest rates ranging from 1.90% to 1.92% (2021: 1.90%
to 1.92%) with tenure equals or less than 3 months.
1 3 FINANCIAL INSTRUMENTS
(a) Financial risk management objectives and policies
The Company's financial risk management policies seek to ensure
that adequate financial resources are available for the development
of the Company's business whilst managing its interest rate,
foreign exchange, liquidity and credit risks. The Company operates
within clearly defined guidelines that are approved by the Board of
directors and the Company's policy is not to engage in speculative
transactions.
Notes (continued)
13 FINANCIAL INSTRUMENTS (continued)
(b) Interest rate risk
The Company's primary interest rate risk relates to
interest-earning assets as the Company had no long-term
interest-bearing debts as at 31 March 2022. The investments in
financial assets are mainly short term in nature and they are not
held for speculative purposes but have been mostly placed in fixed
deposits.
Effective interest Within 1
rate per annum Total year
Financial Assets % RM RM
2022
Short term deposits 1.91 4,500,000 4,500,000
Fixed Deposits 2.07 6,500,000 6,500,000
2021
Short term deposits 1.90 4,250,000 4,250,000
Fixed Deposits 2.05 6,500,000 6,500,000
(c) Foreign exchange risk
The Company operates in Malaysia and is only exposed to the
sterling pound currency for payments made to UK companies for
services rendered to the Company. This poses minimum risk as the
level of these payments are not significant.
(d) Liquidity risk
The Company actively manages its operating cash flows and
availability of funds so as to ensure that all repayment and
funding needs are met. As part of its overall prudent liquidity
management, the Company maintains sufficient levels of cash or
readily convertible investments to meet its working capital
requirements.
(e) Credit risk
The Company's maximum credit risk exposure is the fair value of
its fixed and short term deposits, presented in note 11 and 12 of
RM11,000,000 and RM10,750,000 at 31 March 2022 and 2021
respectively. Bank balances are held with reputable and established
financial institutions. There is also some limited exposure on cash
at bank as disclosed in note 12 and accrued interest income as
disclosed in note 10.
The Company's principal financial asset is cash and short term
deposits and credit risk arises from cash and short term deposits
with banks and financial institutions.
It is the Company's policy to monitor the financial standing of
these institutions on an on-going basis.
Notes (continued)
13 FINANCIAL INSTRUMENTS (continued)
(f) Fair values
The fair values of financial assets and financial liabilities
reported in the balance sheet approximate to the carrying amounts
of those assets and liabilities.
(g) Price risk
The Company is exposed to equity price risk in relation to its
fixed asset investments, all of which are listed on the Malaysian
Stock Exchange. A ten percent increase in Malaysian equity prices
at the reporting date would have increased equity by RM104,450
(2021: RM153,224); an equal change in the opposite direction would
have decreased equity by RM104,450 (2021: RM153,224). Price risk is
mitigated by regular review of investments by management. As at the
year end there was no more than a 35% concentration in any one
shareholding in terms of total value of the portfolio.
(h) Cash flow risk
The Company's assets include cash and short term deposits all of
which earn interest. There is minimum risk on the cash flow. Cash
flow monitoring is a high priority with the management.
(i) Capital management
The Company's policy is to maintain a strong capital base so as
to maintain investor, creditor and market confidence and to sustain
the future development of the business. The Company is not subject
to externally imposed capital requirements. There were no changes
in the Company's approach to capital management in the year.
14. RELATED PARTY TRANSACTIONS AND BALANCES
The related party transactions undertaken by the Company during
the financial year are as follows:
Purchases and sales of quoted shares
through 2022 2021
Mercury Securities Sdn. Bhd. ("MSSB"), RM RM
a company in which, Chew Sing Guan,
director,
has control
* Purchase of quoted shares 337,265 128,774
-------- --------
No amounts outstanding at the year
end
* Sale of quoted shares 570,437 -
-------- --------
Agency fees payable to Plantation
Agencies Sdn. Berhad, a company in
which Chew Sing Guan is also a Director 26,400 26,400
-------- --------
The terms and conditions for the above transactions are based on
normal trade terms.
15. PRIOR YEAR ADJUSTMENT
During the year it was noted that deposits maturing in 3 months
or less from the date of their inception with no significant loss
on early redemption, amounting to RM4,250,000 met the definition of
cash and cash equivalents under FRS 102 and should have been
treated as such in previous year. The prior year comparatives in
the balance sheet and cashflow statement have been restated to
include such short term deposits within cash and cash equivalents
in accordance with FRS102. There has been no impact on reported
loss for the prior year or net current or net assets previously
reported in the balance sheet.
16. ULTIMATE CONTROLLING PARTY
The Company has no ultimate controlling party.
Comparative statistics - unaudited
Year ended 31 March 2022 2021 2020 2019 2018
RM RM RM RM RM
BALANCE SHEET ANALYSIS
Called-up share capital 1,067,846 1,067,846 1,067,846 1,067,846 1,067,846
Reserves 11,064,790 11,397,673 10,939,178 10,727,812 10,705,634
------------- ----------- ----------- ----------- -----------
Total shareholders' funds 12,132,636 12,465,519 12,007,024 11,795,658 11,773,480
------------- ----------- ----------- ----------- -----------
Investments 1,044,502 1,532,238 939,244 1,161,795 1,286,452
Net current assets 11,088,134 10,933,281 11,067,780 10,633,863 10,487,028
-------------
12,132,636 12,465,519 12,007,024 11,795,658 11,773,480
-------------
PROFIT AND LOSS
ACCOUNT ANALYSIS
Loss before interest and
taxation (233,945) (214,998) (199,497) (191,493) (177,289)
Interest receivable 214,533 273,805 443,586 388,628 407,932
Taxation (48,900) (62,428) 239,438 (88,607) (92,680)
(Loss)/profit after taxation (68,312) (3,621) 483,527 108,528 137,963
------------- ----------- ----------- ----------- -----------
Terms of Reference for the Audit Committee
1. Members
The members of the Committee shall be at least two non-executive
directors. A majority of the members shall be independent
non-executive directors.
2. Quorum
The quorum of the Committee shall be two members.
3. Chairman
The members of the Committee shall elect a Chairman from among
their number.
4. Secretary
The secretary of the Committee shall be the secretary of the
Company or any other person so appointed by the Committee.
5. Meetings
The Committee shall meet not less than three times a year. Other
Board members shall also have the right of attendance. The external
auditors may request a meeting if they consider that one is
necessary.
6. Authority
The Committee is authorised by the Board to investigate any
activity within its terms of reference. It is authorised to seek
any information it requires from any employee and all employees are
directed to co-operate with any request made by the Committee.
The Committee is authorised by the Board to obtain outside legal
or other independent professional advice and to secure the
attendance of outsiders with relevant experience and expertise if
it considers this necessary.
7. Duties
The duties of the Committee shall be to:
-- consider the appointment of the external auditor, the audit
fee, and any questions of resignation or dismissal;
-- discuss and agree with the external auditors their audit
plan, scope and extent of the audit;
-- review the external auditor's management letter and management's response;
-- review from time to time the cost effectiveness of the audit;
-- review the Company's half-yearly and annual financial
statements and announcement before submission to the Board for
approval;
-- review the Company's system of internal control (including
financial, operational compliance and risk management) and make
recommendations to the Board;
-- review the proposed statement on the directors' review of the
Company's system of internal control (including financial,
operational compliance and risk management) prior to endorsement by
the Board;
-- review the Company's operating, financial and accounting policies and practices;
-- consider other matters as defined by the Board or such other
matters as the Committee considers appropriate.
8. Minutes
The minutes of meetings of the Committee shall be circulated to
all members of the Board.
Proxy form HIDONG ESTATE PLC
I/We
-----------------------------------------------------------
of
---------------------------------------------------------------
In Block being a member(s) of HIDONG ESTATE PLC hereby appoint
#Mr. Chew Sing Guan or failing him,
Capitals
as my/our proxy to vote for me/us and on my/our behalf
at the annual general meeting of the Company to be
held on 19(th) day of September 2022 and at any adjournment
thereof, in the manner indicated below:-
Please indicate Resolution relating to :- For Against
how you
wish your
vote to
be cast
-----------------------------------------------------------------------------
1. To receive and consider the
audited financial statements
and the reports of the directors
and auditors thereon for the
year ended 31 March 2022.
------------------------------------- ------- ------------
2. To re-elect Mr. Shaik Othman
Bin Hussain who retires in accordance
with article 87 of the Company's
Articles of Association, and
being eligible, offers himself
for re-election.
------------------------------------- -------------------------------------- ------- ------------
3. To re-elect Mr. Chew Sing Guan
who retires in accordance with
article 108 of the Company's
Articles of Association, and
being eligible, offers himself
for re-election.
------------------------------------- -------------------------------------- ------- ------------
4. To re-appoint MHA Maclntyre
Hudson as auditors and authorise
the directors to fix their
remuneration.
------------------------------------- -------------------------------------- ------- ------------
5. To approve the Directors'
Remuneration
Report for the year ended 31
March 2022.
------------------------------------- -------------------------------------- ------- ------------
6. To approve the Directors'
Remuneration
Policy.
------------------------------------- -------------------------------------- ------- ------------
7. To Mr. Chew Beow Soon who has
served as independent non-executive
director for a cumulative term
of more than nine (9) years
to continue to act as independent
non-executive director of the
Company.
------------------------------------- -------------------------------------- ------- ------------
Number of shares held ...................
Signature .................................
Date ........................................
Note :
1. # If it is desired to appoint another person as a proxy,
these names should be deleted and the name of the proxy, who need
not be a member of the Company, should be inserted in block
capitals, and the alteration should be initialled.
2. This proxy to be valid, must be deposited at the head office
of the Company, "Hidong Estate Plc, 3(rd) Floor, 2 Lebuh Pantai,
10300 George Town, Penang, Malaysia" not less than 48 hours before
the time appointed for holding the meeting.
3. In the case of a corporation, the proxy must be executed
under its common seal, or under the hand of a duly authorised
officer. If executed under the hand of a duly authorised officer,
evidence of such authority must be produced with the proxy
form.
4. In the case of joint holders, the signature of any one joint holder is sufficient.
5. If neither "FOR" nor "AGAINST" is indicated above, the proxy
will vote or abstain as he thinks fit.
6. To appoint more than one proxy you may photocopy this form.
Please indicate the proxy holder's name and the number of shares in
relation to which they are authorised to act as your proxy (which,
in aggregate, should not exceed the number of shares held by you).
Please also indicate if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be
returned together in the same envelope.
Please fold across the line and close
Please Affix Stamp Here
To:
HIDONG ESTATE PLC (990786-V)
THIRD FLOOR,
2 lebuh pantai,
10300 GEORGE TOWN,
Penang, Malaysia
Please fold across the line and close
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END
FR UKSRRUAUBUAR
(END) Dow Jones Newswires
July 29, 2022 07:09 ET (11:09 GMT)
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