TIDMHID
RNS Number : 7943G
Hidong Estate PLC
21 July 2023
Company Number: 00188390
Annual Report 2023
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 .. .. .. .. 33
Statement of Comprehensive Income .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 34
Balance Sheet .. .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 35
Statement of Changes in Equity .. .. .. .. .. .. .. ..
.. .. . .. .. .. .. .. .. .. .. .. 36
Statement of Cash Flows .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. .. 37
Notes to the financial statements .. .. .. .. .. .. .. 38 -
.. .. .. .. .. .. .. .. .. .. .. 47
Comparative statistics .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 47
Terms of Reference for the Audit Committee .. .. .. .. 48 -
.. .. .. .. .. .. .. .. 49
Proxy form .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. 50 -
.. .. .. .. .. .. .. .. .. .. 51
Notice of meeting
NOTICE IS HEREBY GIVEN that the ONE HUNDRETH 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 Wednesday, 20 September 2023 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 2023.
2. To re-elect Mr. Chew Beow Soon who retires in accordance with
article 108 of the Company's Articles of Association, and being
eligible, offers himself for re-election.
3. To re-appoint the auditors and to authorise the directors to fix their remuneration.
Ordinary Resolution:-
"THAT MHA 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."
4. To approve the Directors' Remuneration Report
Ordinary Resolution:-
"THAT the Directors' Remuneration Report for the year ended 31
March 2023 be and is hereby approved."
5. To approve the Directors' Remuneration Policy
Ordinary Resolution:-
"THAT the Directors' Remuneration Policy be and is hereby
approved."
6. 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"
7. To transact any other business of which due notices shall have been given.
By order of the Board
Lim Kim Teck
Secretary
21 July 2023
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 director presenting himself 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 73.
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 74.
Shaik Othman Bin Hussain
Shaik Othman Bin Hussain was appointed to the board on 27 July
2022. A director in a private limited company which is a licensed
auction house specialising in asset disposal management of
machinery and equipment. He has 50 years of experience in the
banking and venture capital industries. Male aged 68.
Jamieson Chew Yen Loong
Jamieson Chew Yen Loong was appointed as an alternate director
to Mr. Chew Sing Guan with effect from 2 March 2023. He is the son
of Mr. Chew Sing Guan. He holds a Bachelor of Arts - Economics
degree and a Masters of Business Administration. He has 10 years of
experience in internal audit and portfolio management in an
insurance company. He is currently serving as Director of Strategic
Planning and Communication in Mercury Securities Sdn. Bhd. Male
aged 41
In accordance with the Company's Articles of Association, an
alternate director shall be entitled to attend all directors'
meetings, vote and exercise and discharge all the functions, powers
and duties of the director he represents, in the absence of such
director. An alternate director shall cease to be an alternate
director if his appointer ceases for any reason to be a
director.
AUDIT COMMITTEE
Chew Beow Soon (Chairman)
Shaik Othman Bin Hussain (Member)
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
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 2023.
The Company recorded an overall profit of RM4,382 (2022: loss
RM68,312) for the financial year ended 31 March 2023. The profit
was mainly from higher interest income from fixed deposits
placement of RM271,695 (2022: RM214,533) and the profit also
attributed to the increase in dividend income of RM123,785 (2022 :
RM68,731). However, this was offset by a loss passing through other
comprehensive income of RM80,540 (2022: RM264,570) in respect of
fair value changes on investments due to market conditions giving
an overall comprehensive loss for the year of RM76,158 (2022:
RM332,882).
The financial year 2023 ("FY 2023") has proven to be a
challenging year for us. As we transitioned toward the endemic
phase and economic activities continue to normalize, and
nevertheless, despite facing an ongoing volatile and uncertain
business landscape, we managed to overcome these hurdles by tapping
into our robust fundamentals and sturdy Balance Sheet.
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.
Mr. Jamieson Chew Yen Loong was appointed by Mr. Chew Sing Guan
to be his alternate director with effect from 2 March 2023. As an
alternate director, he shall be entitled to attend all directors'
meetings, vote and exercise and discharge all the functions, powers
and duties of the director he represents, in the absence of such
director.
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
21 July 2023
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 increase in
inflation 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:
2023 2022
RM RM
Income from investments 123,785 68,731
Fair value (loss) on
investments (80,540) (264,570)
Interest receivable
on short
term bank deposits 271,695 214,533
Interest income for the financial year ended 31 March 2023 was
higher than that for the last financial year mainly due to the
upward revision of interest rates by the Malaysian central bank in
line with the Malaysian government's fiscal and monetary policies.
Dividend income from quoted investments during the financial year
ended 31 March 2023 was higher compared with the income in the last
financial year. The performance measures are in line with
management's expectations.
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.
During the financial year, there has been significant economic
uncertainties in Malaysia which is the primary market in which the
Company operates due to geopolitical and global economic
uncertainties including the war in Ukraine and other economic
factors. The directors will continuously monitor the economic
impact on the business and, if necessary, take appropriate and
timely measures to minimise the impact on the Company's
operations.
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 2023 other than
those already mentioned earlier.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE ('ESG") POLICY IN RESPECT
OF INVESTMENTS
The directors of the Company believe that companies should
conduct their business activities ethically in compliance with
applicable laws and regulations and ensure their long term
sustainability with suitable ESG practices. In this respect, the
directors strive to invest in companies that they deem to have
adequate ESG practices.
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. All the directors in the current Board are male.
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 91.5% (2022: 91.4%) in cash and deposits and
8.46% (2022: 8.61%) 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 2026, which the
directors believe is a reasonable period in light of the overall
economic climate within Malaysia and worldwide.
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.
Appointment of directors during the financial year
The Company has on 27 July 2022 appointed Mr. Shaik Othman Bin
Hussain as a new independent non-executive director.
Mr. Jamieson Chew Yen Loong was appointed as an alternate
director to Mr. Chew Sing Guan with effect from 2 March 2023. The
role of an alternate director is to attend directors' meetings,
vote and exercise and discharge all the functions, powers and
duties of the director he represents, in the absence of such
director.
Approval
This report was approved by the Board of Directors on 21 July
2023 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 19 September 2022 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. Jamieson Chew
Yen Loong was appointed as an alternate director to Mr. Chew Sing
Guan with effect from 2 March 2023. 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 role of an alternate director is to attend
directors' meetings, vote and exercise and discharge all the
functions, powers and duties of the director he represents, in the
absence of such director.
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 2023 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
Shaik Othman Bin Hussain 3/3
Jamieson Chew Yen Loong Not applicable*
-- * There was no Board meeting held during the financial year after his appointment.
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. In accordance with the Company's
Articles of Association, each director has the power to nominate
any person approved by a resolution of the Board to act as
alternate director in his place during his absence.
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. An alternate director
shall cease to be an alternate director if his appointer ceases for
any reason to be a director.
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
until he passed away on 2 December 2021 during the previous
financial year. Since that date until the appointment of Mr. Shaik
Othman Bin Hussain on 27 July 2022 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 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 2023, the Audit
Committee met three times and the attendances of the members of the
Committee are as follows:
Attendance
Chew Beow Soon 3/3
Shaik Othman Bin Hussain 3/3
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 half-yearly interim report to shareholders
before submitting the same to the Board for approval and
announcement;
-- reviewed the system of internal controls put in place by the
Managing Agents to manage the operations of the Company;
-- reviewed the external auditor's scope of work and audit plans for the year; and
-- 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.
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 was first appointed during the year ended 31 March 2022
after a tender process in respect of that year. The 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 and that the Annual Report and accounts, taken as a
whole, is fair, balanced and understandable. A statement of such
directors' responsibility is set out a pages 24 and 25 of this
Annual Report.
Significant risk areas
The Board has carried out a robust assessment of the emerging
and principal risks. 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.
Going concern
The Directors have performed appropriate procedures to confirm
the Company's going concern status details of which is set out in
the Report of the Directors' on pages 19 of this Annual Report.
Company Prospects
The prospects of the Company are set out in the viability
statement set out on page 10 of this Annual Report.
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 21 July
2023 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 2023.
RESULTS AND DIVID
The Company made a profit after taxation of RM4,382 for the
current financial year as compared to loss after tax of RM68,312 in
the previous year due to higher investments income and interest
income. Total comprehensive loss for the year after losses on
investments passing through other comprehensive income amounted to
RM76,158 (2022 Loss RM 332,882).The directors do not recommend any
final dividend to be paid for the current financial year (2022: RM
Nil).
DIRECTORS
The names of the directors who held office during the year are
as follows:
Chew Sing Guan
Chew Beow Soon
Shaik Othman Bin Hussain (appointed on 27 July 2022).
Jamieson Chew Yen Loong (appointed as an alternate director to
Mr. Chew Sing Guan with effect from 2 March 2023).
Mr. Chew Beow Soon will retire by rotation in accordance with
article 108 of the Company's Articles of Association at the
forthcoming annual general meeting and, being eligible, offers
himself 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 797,986 46.58
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. He also holds 1,000
ordinary shares in his own name. 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.
The Director Mr Shaik Othman Bin Hussain holds 1,000 ordinary
shares.
The Alternate Director Mr. Jamieson Chew Yen Loong holds 200
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
Report of the directors 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 post COVID-19, and the geopolitical and economic
situation which may impact future interest and dividend income
arising from changes 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 remains
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. The Directors have not identified any
material uncertainties in relation to their going concern
assessment. Thus, they continue to adopt the going concern basis of
accounting in preparing the annual financial statements.
POST BALANCE SHEET EVENTS
There were no significant post balance sheet events that require
disclosing.
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 46.58% 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
Following a rebranding exercise on 15 May 2023 the trading name
of the company's independent auditor changed from MHA MacIntyre
Hudson to MHA. MHA were re-appointed by the shareholders during the
last Annual General Meeting of the Company held on 19 September
2022. As recommended by the Audit Committee, a resolution for the
re-appointment of MHA as independent auditor to the Company will be
proposed at the 2023 Annual General Meeting.
Approval
This report was approved by the Board of Directors on 21 July
2023 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
2023.
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 2023 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 2023 (2022: 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:
2023 2022
RM RM
Emoluments 3,143 2,991
------ ------
2023 2022
RM RM
Directors' emoluments - fee
Executive Director
Chew Sing Guan 1,279 1,327
Non-executive Directors
Diong Chin Teck - 559
Shaik Othman Bin Hussain 798 -
Chew Beow Soon 1,066 1,105
Alternate Director
Jamieson Chew Yen Loong - -
------ ------
3,143 2,991
------ ------
Approval
This report was approved unanimously by the Board of Directors
on 21 July 2023 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
21 July 2023
Independent Auditor's Report to the members of Hidong Estate
Plc
For the purpose of this report, the terms "we" and "our" denote
MHA 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 page 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. 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 2023. The financial statements that we
have audited comprise:
-- the Statement of Comprehensive Income;
-- the Balance Sheet;
-- the Statement of Changes in Equity;
-- the Statement of Cash Flows; and
-- Notes 1 to 15 of the financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the Company's financial statements is applicable law
and United Kingdom Accounting Standards, including Financial
Reporting Standard 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 2023 and of the Company's result for the
year then ended;
-- have been properly prepared in accordance with UK 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 .
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 ethical responsibilities in
accordance with those 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 basis of accounting in the preparation
of the financial statements is appropriate.
Our evaluation of the Directors' assessment of the entity'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 cash requirements of the Company 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 approach
Scope Our audit was scoped by obtaining an understanding
of the Company and its environment, including
the Company's 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. 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, as
Statutory Auditors, primarily by staff within
the Baker Tilly network. We directed and reviewed
their audit work and findings including having
full access to their entire working paper file
and obtained copies of their working papers for
our file. Where we identified the need for additional
procedures, we undertook these directly with the
Company.
------------- ------------------------------------------------------------------------------------------------
Materiality 2023 2022
-------------- ---------------------------------- ---------------------------------- -----------------------
Company RM 122,000 RM 122,000 1% (2022: 1%) of gross
assets
Key audit matters
--------------------------------------------------------------------------------------
Recurring
* Existence and valuation of cash, term deposits and
listed investments
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) that we identified. These matters included those matters
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.
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 judgement 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
matter not 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
by considering the terms attaching of each term
deposit and assessing whether any met the definition
under FRS102 of cash and cash equivalents; and
* reviewing management's disclosures and presentation
within the financial statements.
-------------------- ---------------------------------------------------------------
Key observations From the audit procedures completed, we are
communicated to satisfied that cash, term deposits and investments
the Company's Audit are materially accurate and correctly reflected
Committee in the financial statements.
-------------------- ---------------------------------------------------------------
Our application of materiality
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.
Materiality in respect of the Company was set at RM 122,000
(2022: RM 122,000) which was determined on the basis of 1% (2022:
1%) of the Company's gross assets. This was deemed to be the
appropriate benchmark for the calculation of materiality as we
consider gross assets to be the main 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 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 for the Company was set at RM 85,400
(2022: RM 85,400) which represents 70% (2022: 70%) of the above
materiality levels.
The determination of performance materiality reflects our
assessment of the risk of undetected errors existing, the nature of
the systems and controls and the level of misstatements arising in
previous audits.
We agreed to report any corrected or uncorrected adjustments
exceeding RM 6,100 to the Board of Directors as well as differences
below this threshold that in our view warranted reporting on
qualitative grounds.
The control environment
We evaluated the design and implementation of those internal
controls of the Company which are relevant to our audit, such as
those relating to the financial reporting cycle.
Climate-related risks
In planning our audit and gaining an understanding of the
Company, we considered the potential impact of climate-related
risks and mandated regulatory disclosures (as necessary) on the
business and its financial statements. We performed our thematic
climate risk assessment in conjunction with management information
and held discussions with management to understand their process
for identifying and assessing those risks.
We have agreed with managements' assessment that climate-related
risks are not material to these financial statements for the
current financial year.
Reporting on 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 the audit, or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent
material misstatements, we are required to determine whether this
gives rise to 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.
Strategic report and directors report
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; and
-- the Strategic Report and the Directors' Report have been
prepared in accordance with applicable legal requirements.
In the 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.
Directors' remuneration report
Those aspects of the Director's 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 entity'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 and 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 (set out on page 19);
-- Directors' explanation as to its assessment of the entity's
prospects, the period this assessment covers and why the period is
appropriate (set out on page 10);
-- Director's statement on whether it has a reasonable
expectation that the group will be able to continue in operation
and meets its liabilities (set out on page 19);
-- Directors' statement on fair, balanced and understandable (set out on page 25);
-- Board's confirmation that it has carried out a robust
assessment of the emerging and principal risks (set out on page
15);
-- Section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems (set
out on page 16); and
-- Section describing the work of the audit committee (set out on page 14-15).
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- 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 Rules 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 the light of the knowledge and understanding of the Company
and their environment obtained in the course of the audit, we have
not identified material misstatements 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.
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, or returns
adequate for our audit have not been received by branches not
visited by us; or
-- the financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- the part of the directors' remuneration report to be audited
is not in agreement with the accounting records and returns; 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 aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the financial
statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities . This description forms
part of our Auditor's Report.
Extent to which the audit was considered capable of detecting
irregularities, including fraud
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.
These audit procedures were designed to provide reasonable
assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to
fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely
we would become aware of it.
Identifying and assessing potential risks arising from
irregularities, including fraud
The extent of the procedures undertaken to identify and assess
the risks of material misstatement in respect of irregularities,
including fraud, included the following:
-- We considered the nature of the operations, the control
environment, and management's own risk assessment that
irregularities might occur as a result of fraud or error. From our
assessment and through discussion with the directors, we obtained
an understanding of the legal and regulatory frameworks applicable
to the Company focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the
financial statements, such as provisions of the Companies Act 2006
and both UK and Malaysian tax legislation.
-- We enquired of the directors concerning the Company's policies and procedures relating to:
-- identifying, evaluating and complying with the laws and
regulations and whether they were aware of any instances of
non-compliance;
-- detecting and responding to the risks of fraud and whether
they had any knowledge of actual or suspected fraud; and
-- the internal controls established to mitigate risks related
to fraud or non-compliance with laws and regulations.
-- We assessed the susceptibility of the Company's financial
statements to material misstatement, including how and where fraud
might occur.
Audit response to risks identified
In respect of the above procedures:
-- We corroborated the results of our enquiries through our
review of the minutes of the Company's board and audit committee
meetings, together with inspection of the statutory filings at
Companies House and announcements made by management on the London
Stock Exchange;
-- Audit procedures performed by the engagement team in
connection with the risks identified included:
-- Reviewing financial statement disclosures and testing to
supporting documentation to assess compliance with applicable laws
and regulations.
-- 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 controls when applicable.
-- Testing journal entries and other adjustments for appropriateness.
-- Reviewing accounting estimates for evidence of any potential management bias.
-- The Senior Statutory Auditor considered the experience and
expertise of the engagement team to ensure that the team had the
appropriate competence and capabilities; and
-- We communicated relevant laws and regulations and potential
fraud risks to all engagement team members and remained alert to
any indications of fraud or non-compliance with laws and
regulations throughout the audit.
Other requirements
We were appointed by the Directors on 22 March 2022 to audit the
financial statements for the year ended 31 March 2022 and were
reappointed at the company's AGM on 19 September 2022. The period
of total uninterrupted engagements including previous renewals and
reappointments of the firm is 2 years.
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 and 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
Statutory Auditor
Birmingham, United Kingdom
21 July 2023
MHA is the trading name of MacIntyre Hudson LLP, a limited
liability partnership in England and Wales (registered number
OC312313).
Statement of Comprehensive Income for the year ended 31 March
2023
2023 2022
Note RM RM
Income from investments 123,785 68,731
Interest receivable and similar income 271,695 214,533
---------- ----------
Net Income 395,480 283,264
Administrative expenses (329,185) (302,676)
---------- ----------
Profit/(loss) before taxation 2 66,295 (19,412)
Taxation 3 (61,913) (48,900)
---------- ----------
Profit/(loss) for the financial year 4,382 (68,312)
---------- ----------
Other Comprehensive Income
Fair Value (loss) on investments (80,540) (264,570)
---------- -----------
Total Comprehensive (loss) for the
year (76,158) (332,882)
---------- -----------
Basic and diluted profit/(loss) per (3.99)
10p share 4 0.26 sen sen
--------- -------
The results stated above are all derived from continuing
operations.
Company Number: 00188390
The notes on pages 38 to 47 form part of these financial
statements.
Balance Sheet as at 31 March 2023
Note 2023 2022
RM RM
Fixed assets
Investments 5 1,020,359 1,044,502
Current assets
Debtors 10 80,768 45,029
Fixed Deposits with licensed banks 11 3,000,000 6,500,000
Cash at bank and short-term deposits 12 8,070,352 4,659,046
11,151,120 11,204,075
----------- -------------
Current liabilities
Creditors: amounts falling due within
one year 6 (115,000) (115,940)
----------- -------------
(115,000) (115,940)
----------- -------------
Net current assets 11,036,120 11,088,135
Net assets 12,056,479 12,132,637
----------- -------------
Capital and reserves
Called up share capital 7 1,067,846 1,067,846
Revaluation reserve 8 (12,764) 67,776
Profit and loss reserve 8 11,001,397 10,997,015
Shareholders' funds 12,056,479 12,132,637
----------- -------------
These financial statements were approved and authorised for
issue by the Board of Directors on 21 July 2023.
CHEW SING GUAN )
) Directors
)
CHEW BEOW SOON )
Company Number: 00188390
The notes on pages 38 to 47 form part of these financial
statements.
Statement of Changes in Equity for the year ended 31 March
2023
Called Profit
up share Revaluation and loss
capital reserve reserve Total equity
RM RM RM RM
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
At 1 April 2022 1,067,846 67,776 10,997,015 12,132,637
Comprehensive income for
the year
Profit for the year - - 4,382 4,382
Other comprehensive income
for the year
Fair value loss on investments - (80,540) - (80,540)
-------------- -------------- -------------- --------------
Total comprehensive income
for the year
- (80,540) 4,382 (76,158)
Transfer of realised gains
on investment on derecognition - - - -
-------------- -------------- -------------- --------------
At 31 March 2023 1,067,846 (12,764) 11,001,397 12,056,479
The notes on pages 38 to 47 form part of these financial
statements.
Statement of Cash Flows for the year ended 31 March 2023
Note 2023 2022
RM RM
Cash flows from operating activities
Profit/(Loss) for the year 4,382 (68,312)
Adjustments for:
Interest receivable and similar income (271,695) (214,533)
Income from investments (123,785) (68,731)
Taxation 3 61,913 48,900
---------- ----------
(329,185) (302,676)
Increase in other debtors - (760)
(Decrease)/increase in other creditors (940) 5,940
(330,125) (297,496)
Tax paid (65,000) (32,428)
---------- ----------
Net cash used in operating activities (395,125) (329,924)
---------- ----------
Cash flows from investing activities
Dividends from investments 55,758 68,731
Interest received 250,673 214,533
Purchase of other investments - (347,271)
Sale of investments - 570,437
Liquidation of fixed deposits 11 3,500,000 -
---------- ----------
Net cash from investing activities 3,806,431 506,430
---------- ----------
Cash flows from financing activities - -
Net increase in cash and cash equivalents 3,411,306 176,506
---------- ----------
Cash and cash equivalents at 1 April 4,659,046 4,482,540
Cash and cash equivalents at 31 March 12 8,070,352 4,659,046
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 38 to 47 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 post COVID-19, and the geopolitical and
economic situation which may impact future interest and dividend
income arising from changes 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 remains
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. The directors have not identified any
material uncertainties in relation to going concern.
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 Statement of
Comprehensive Income.
(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 Statement of Comprehensive
Income 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.
(i) Deposits
Deposits represent cash held on deposit with maturity periods of
more than 3 months from inception and with penalties payable for
early withdrawal.
(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 Statement of Comprehensive Income 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.
(l) 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.
(m) 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.
Notes (continued)
2 PROFIT FOR THE YEAR
The profit on ordinary activities before taxation is stated:
2023 2022
RM RM
After charging:
Directors' remuneration *
- Chew Sing Guan 1,279 1,327
- Diong Chin Teck - 559
- Shaik Othman Bin Hussain 798 -
- Chew Beow Soon 1,066 1,105
- Jamieson Chew Yen Loong - -
Auditor's remuneration
- Audit of these financial statements 143,065 129,536
and after crediting:
Interest income 271,695 214,533
Income from investments 123,785 68,731
* Directors' remuneration totalling RM3,143 (2022: RM2,991) is
in respect of directors' fees for duties performed outside the
United Kingdom.
Notes (continued)
3 TAX ON PROFIT ON ORDINARY ACTIVITIES
2023 2022
RM RM
Foreign taxation
- current year 61,913 48,900
61,913 48,900
------- -------
The tax charge for the year is higher than (2022: higher than)
the standard rate of corporation tax in the Malaysia of 24% (2022:
24%). The differences are explained below.
2023 2022
RM RM
Profit/(loss) before tax 66,295 (19,412)
--------- ---------
Current tax at 24% (2022: 24%) 15,900 (4,658)
Expenses not deductible for tax
purposes 75,713 70,983
Income not subject to tax (29,700) (17,425)
61,913 48,900
--------- ---------
The income tax is calculated at the Malaysian statutory rate of
24% (2022: 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 profit after tax of RM4,382 (2022: loss
RM68,312) and 1,713,334 shares (2022: 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
2023 or 2022 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
2023 2022
RM RM
At beginning of year 1,044,502 1,532,238
Additions 56,397 347,271
Change in fair value (80,540) (264,570)
Disposals - (570,437)
At end of year 1,020,359 1,044,502
---------- ----------
6 CREDITORS: Amounts falling due within one year
2023 2022
RM RM
Other creditors 115,000 115,940
115,000 115,940
-------- --------
7 SHARE CAPITAL
2023 2022
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 DEBTORS
2023 2022
RM RM
Current tax assets 14,187 11,100
Accrued Income 66,581 33,929
80,768 45,029
------- -------
1 FIXED DEPOSITS WITH LICENSED BANKS
2023 2022
RM RM
Fixed Deposits with licensed banks 3,000,000 6,500,000
---------- ----------
These fixed deposits with licensed banks earn effective interest
rates of 3.40% (2022: 2.05% to 2.15%) with tenure more than 3
months.
1 CASH AT BANK AND CASH EQUIVALENTS
2023 2022
RM RM
Cash at bank 70,352 159,046
Short-term deposits 8,000,000 4,500,000
---------- ----------
Total 8,070,352 4,659,046
---------- ----------
These short-term deposits placed with licensed banks earn
effective interest rates ranging from 2.90% to 3.60% (2022: 1.90%
to 1.92%) with tenure equals or less than 3 months.
1 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 2023. 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
2023
Short term deposits 3.28 8,000,000 8,000,000
Fixed Deposits 3.40 3,000,000 3,000,000
2022
Short term deposits 1.91 4,500,000 4,500,000
Fixed Deposits 2.07 6,500,000 6,500,000
(c) Foreign exchange risk
The Company operates in Malaysia and is only exposed to the
British Pound 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 RM11,000,000 at 31 March 2023 and 2022
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. The investments in quoted equities
are carried at fair value.
(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 RM 102,035
(2022: RM104,450); an equal change in the opposite direction would
have decreased equity by RM102,035 (2022: RM104,450). 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 2023 2022
Mercury Securities Sdn. Bhd. ("MSSB"), RM RM
a company in which, Chew Sing Guan,
director,
has control
* Purchase of quoted shares - 337,265
------- --------
* Sale of quoted shares - 570,437
------- --------
The service fee charged by Mercury
Securities Sdn.
Bhd. is RM260 (2022: RM220). No amounts
outstanding at the year end.
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. ULTIMATE CONTROLLING PARTY
The Company has no ultimate controlling party.
Comparative statistics - unaudited
Year ended 31 March 2023 2022 2021 2020 2019
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 10,988,633 11,064,790 11,397,673 10,939,178 10,727,812
------------- ------------- ----------- ----------- -----------
Total shareholders' funds 12,056,479 12,132,636 12,465,519 12,007,024 11,795,658
------------- ------------- ----------- ----------- -----------
Investments 1,020,359 1,044,502 1,532,238 939,244 1,161,795
Net current assets 11,036,120 11,088,134 10,933,281 11,067,780 10,633,863
------------- -------------
12,056,479 12,132,636 12,465,519 12,007,024 11,795,658
------------- -------------
PROFIT AND LOSS
ACCOUNT ANALYSIS
(Loss) before interest
and taxation (267,313) (233,945) (214,998) (199,497) (191,493)
Interest receivable 271,695 214,533 273,805 443,586 388,628
Taxation (61,913) (48,900) (62,428) 239,438 (88,607)
Profit/(Loss) after taxation 4,382 (68,312) (3,621) 483,527 108,528
------------- ------------- ----------- ----------- -----------
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; and
-- 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 20(th) day of September 2023 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 2023.
------------------------------------- ------- ------------
2. To re-elect Mr. Chew Beow Soon
who retires in accordance with
article 108 of the Company's
Articles of Association, and
being eligible, offers himself
for re-election.
------------------------------------- -------------------------------------- ------- ------------
3. To re-appoint MHA as auditors
and authorise the directors
to fix their remuneration.
------------------------------------- -------------------------------------- ------- ------------
4. To approve the Directors'
Remuneration
Report for the year ended 31
March 2023.
------------------------------------- -------------------------------------- ------- ------------
5. To approve the Directors'
Remuneration
Policy.
------------------------------------- -------------------------------------- ------- ------------
6. To authorise 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 UAUWROVUBURR
(END) Dow Jones Newswires
July 21, 2023 04:43 ET (08:43 GMT)
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