Final Results
Hidong Estate PLC
28 September 2007
Hidong Estate PLC
Notice of AGM and Annual report and accounts for the year to 31 March 2007
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the EIGHTY FOURTH ANNUAL GENERAL MEETING of the
Company will be held at the head office of the Company, Standard Chartered Bank
Chambers, Beach Street, 10300 Penang, Malaysia on 30th October 2007 at 10:30 am
for the following purposes:-
1. To receive and consider the financial statements and the reports of the
directors and auditors thereon for the year ended 31st March 2007.
2. To re-elect Tuan Haji Zambri bin Haji Mahmud who retires in accordance with
article 108 of the Company's Articles of Association.
3. To consider and if thought fit, pass the following Ordinary Resolution:-
'That pursuant to section 293(5) of the Company Act 1985, special notice having
been given, Mr. Diong Chin Teck, aged 74, be re-appointed as Director of the
Company to hold office until the next Annual General Meeting of the Company.'
4. To appoint the auditors and to authorize the directors to fix their
remuneration.
Ordinary Resolution:-
'That KPMG Audit Plc be and is hereby appointed auditors of the Company to hold
office from the conclusion of this meeting until the conclusion of the next
general meeting at which financial statements are laid before the Company, and
that their remuneration be fixed by the Directors.'
5. To approve the Directors' Remuneration Report
Ordinary Resolution:-
'That the Directors' Remuneration Report for the year ended 31st March 2007 be
and is hereby approved.'
By order of the Board
GRACE SMITH
Secretary
Penang
28th September 2007
Notes
1. A member entitled to attend and vote at the meeting is entitled to
appoint one or more proxies to attend and vote instead of him. A proxy need not
be a member of the Company. A form of proxy is enclosed for your completion and
return.
2. A statement of all transactions of each director and, where
applicable, of his family in the share capital of the Company will be available
at the head office of the Company on any weekday during normal business hours
from the date of this notice until the conclusion of the annual general meeting.
There are no service contracts in existence with the directors.
3. Biographical details of the directors presenting themselves for
re-election and re-appointment are set out on the following page. The Board has
reviewed the performance of each individual director, including the directors
presenting themselves for re-election and re-appointment, and concluded that
each director has performed effectively and continues to demonstrate commitment
to the role.
Corporate Information
DIRECTORS
Chew Sing Guan (Chairman)
An executive director and chairman of the Company since 1983. A non-executive
director of the managing agents and Malaysian registrars, Plantation Agencies
Sdn. Berhad. Age 57.
Tuan Haji Zambri bin Haji Mahmud
A non-executive director of the Company since 1986. A director of several
private limited companies involved in palm oil milling. Age 68.
Diong Chin Teck
A non-executive director of the Company since 2000. A director of several public
limited companies, a few of which are quoted. Age 74.
Chew Beow Soon
A non-executive director of the Company since 2000. A director of several
private limited companies. Age 58.
AUDIT COMMITTEE
Tuan Haji Zambri bin Haji Mahmud (Chairman)
Chew Beow Soon (Member)
Diong Chin Teck (Member)
COMPANY SECRETARY
Grace Smith
HEAD OFFICE, MANAGING AGENTS AND MALAYSIAN REGISTRARS
Plantation Agencies Sdn. Berhad
Standard Chartered Bank Chambers
Beach Street
P.O.Box 706
10790 Penang, Malaysia
REGISTERED OFFICE
34 Beckenham Road
Beckenham, Kent BR3 4TU
U.K. REGISTRARS
CAPITA IRG Plc
34 Beckenham Road
Beckenham, Kent BR3 4TU
AUDITORS
KPMG Audit Plc
8 Salisbury Square
London EC4Y 8BB
LISTING
London Stock Exchange
Chairman's Statement
On behalf of the Board of Directors of Hidong Estate Plc, I am pleased to
present to you the Annual Report and Audited Financial Statements of the Company
for the financial year ended 31st March 2007.
For the financial year ended 31st March 2007 the Company recorded a revenue of
RM42,424 and a loss before tax of RM65,484 as compared to a revenue of
RM1,740,941 and a profit before tax of RM8,534,023 in prior year and largely
attributable to the disposal of the company's plantation. The revenue has also
dropped as the Company is left without a core business after the disposal of its
oil palm and rubber plantation together with its immovable plant.
As announced earlier the Company's assets after the disposal of the plantation
and its other plant and equipment now comprise of cash and bank deposits, all of
which earn interest. Following the disposal our Board has been actively
identifying suitable investments that would provide sustainable growth and
create better value for the shareholders in the long term. As such the directors
are of the opinion that until a new suitable investment has been identified, it
would be in the best interest of the Company to retain its cash reserves for the
time being in the event a cash need arises once a suitable investment is
identified.
On behalf of the Board, once again I would like to express my sincere
appreciation to the management and all our employees for their efforts,
dedication and commitment. I would also like to take this opportunity to thank
my fellow directors for their co-operation and inputs, and shareholders for
their faith and continued support.
CHEW SING GUAN
Chairman
Penang
26th September 2007
Report of the directors
The directors present their eighty fourth report and financial statements of the
Company for the financial year ended 31st March 2007.
PRINCIPAL ACTIVITIES AND REVIEW OF DEVELOPMENT OF BUSINESS
The principal activities of the Company which were in the production of natural
rubber and oil palm fresh fruit bunches had ceased when the Company sold its
land and plantations in the previous year. Since then, the Board are actively
identifying suitable investments for the Company.
The Company made a loss of RM135,484 after tax in the current year. This is
mainly due to expenses amounting to RM129,135 incurred in the current financial
year relating to the sale of the plantation and the provision of allowance for
doubtful debts of RM42,045.
PRINCIPLE RISKS AND UNCERTAINTIES
The Company's assets after the disposal of the plantation and its other plant
and equipment comprise of cash and bank deposits all of which earn interest. The
financial risks involved are minimal and can be found in Note 15 to the
financial statements.
RESULTS AND DIVIDEND
The Company made a loss after taxation of RM135,484 for the year compared to a
profit of RM7,961,588 in the previous year. No dividend is proposed (2006: RM
Nil)
DIRECTORATE
The names of the directors who held office during the year together with brief
biographical details are shown on page 2. In accordance with article 108 of the
Company's Articles of Association, Tuan Haji Zambri bin Haji Mahmud will retire
by rotation at the forthcoming annual general meeting and, being eligible,
offers himself for re-election.
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 who acted as
the Malaysian Registrars and an agent to the Company in Malaysia.
DIRECTORS' INTEREST
The directors who held office at end of the financial year had the following
interests in the ordinary shares of the Company.
Number of Ordinary Shares of 10p each
At 31st March, 2007
Beneficially Owned Non-Beneficially Owned
Chew Sing Guan Nil 799,986
Tuan Haji Zambri bin Haji Mahmud Nil 1,000
Diong Chin Teck Nil 1,000
Chew Beow Soon Nil 1,000
At 31st March, 2006
Beneficially Owned Non-Beneficially Owned
hew Sing Guan Nil 799,986
Tuan Haji Zambri bin Haji Mahmud Nil 1,000
Diong Chin Teck Nil 1,000
Chew Beow Soon Nil 1,000
The Company has not received notification of any change in the above
shareholdings between 1st April, 2007 and the date of this report.
No directors had any interest either during or at the end of the year in any
material contract or arrangement with the Company except as disclosed in note 16
to the financial statements. According to the register of directors' interest,
no right to subscribe for shares in or debentures of the Company were granted to
any of the directors or their immediate families, or exercised by them, during
the financial year.
SUBSTANTIAL SHAREHOLDINGS
At the date of this report, substantial interest in the share capital of the
Company, notified to the Company, were as follows:-
No. of Ordinary Shares of 10p each %
Malayan Securities Trust Sdn 798,986 46.63
Berhad
Thomas William George Charlton 231,997 13.54
Flairshare Limited 132,000 7.70
The Temerloh Rubber Estates Berhad 88,442 5.16
Mr. Chew Sing Guan has notified an interest in the shares held by Malayan
Securities Trust Sdn. Berhad. The directors are not aware of any other
beneficial holding of 3% or more in the share capital of the Company.
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.
TAXATION
The Company is tax resident in Malaysia.
CORPORATE GOVERNANCE
The Board of Hidong Estate Plc supports and will strive to maintain compliance
with the principles of corporate governance advocated by the revised Combined
Code on Corporate Governance issued by the Financial Reporting Council in July
2003 (the Code).
Internal Audit
The need of an internal audit has been reviewed by the directors. It was decided
that the current size of the Company combined with the tight financial and
management control exercised by the directors on a day to day basis negates such
a need. The policy will be kept under review.
External Auditors
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 auditors.
The external auditors did not provide any non audit services in the year.
Directors
The directors carry out their duties in a manner that will safeguard the
shareholders' interests at all times. They are responsible for ensuring sound
management of the Company and effective implementation and execution of its
policies decisions and business strategies towards ensuring a successful
continuity of the business.
The Board ordinarily meets four times a year. During the year ended 31st March
2007 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
Tuan Haji Zambri bin Haji Mahmud 3/3
Diong Chin Teck 3/3
Chew Beow Soon 3/3
The Board is guided by a formal schedule of matters specifically reserved to it
for decision which includes future strategy, key business policies, material
acquisitions and disposals, approval of interim financial statements,
preliminary results and 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 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.
The Board consists of the executive Chairman, Mr. Chew Sing Guan and three
independent non-executive directors namely Tuan Haji Zambri bin Haji Mahmud, Mr.
Diong Chin Teck and Mr. Chew Beow Soon. Although Tuan Haji Zambri bin Haji
Mahmud has been a non-executive director for more than ten years, the Board is
satisfied that he has continued to demonstrate his independence in terms of
character and judgment. 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 three independent
non-executive directors who provide a check and balance in the Board on decision
making. For the same reasons, the Board is also of the view that it is not
deemed necessary to appoint a senior independent director or to form a
Nomination Committee. The Board is assisted by professionals (Managing Agents)
who reports periodically to it. Important business matters are submitted to the
Board for decision.
In accordance with the Articles of Association of the Company, all directors are
subject to election by shareholders at the first Annual General Meeting after
their appointment and thereafter subject for re-election at least once every
three years. The Board has always complied with this requirement. In addition,
Directors over seventy years of age are required to submit themselves for
re-appointment annually in accordance with Section 293(5) of the Companies Act,
1985. The Board has chosen not to adopt the additional provision in the Code
that non-executive directors who have served for more than nine years should be
subject to annual re-election since the existing practice, which complies with
Company law and the Articles, works well.
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.
The Board has commenced a self-evaluation process for the performance evaluation
of the Board, the Audit Committee and its individual directors. The assessment
of the individual directors on the performance of the Board and the Audit
Committee are collated for the Chairman's review and presented to the entire
Board. Each director also assesses the individual performance of the other
directors and the results are presented to the Chairman who then holds
discussions with all the individual directors regarding their effectiveness. The
performance of the Chairman is assessed collectively by the non-executive
directors.
Relations with shareholders
The Board has through the years used the Annual Report and the Annual General
Meeting to communicate with its shareholders. It is always ready to hold
dialogues with interested investors to improve the Company's business
activities.
Audit Committee
The Audit Committee comprises three independent non-executive directors namely
Tuan Haji Zambri bin Haji Mahmud (Chairman), Mr. Diong Chin Teck and Mr. Chew
Beow Soon.
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 balanced assessment of the Company's
position. 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 it considers necessary.
During the financial year ended 31 March 2007, the Audit Committee met three
times and the attendances of the members of the Committee are as follows:
Attendance
Tuan Haji Zambri bin Haji Mahmud 3/3
Diong Chin Teck 3/3
Chew Beow Soon 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, the Audit Committee reviewed the half-yearly interim report to
shareholders, preliminary final results and annual financial statements and
announcements before submitting the same to the Board for approval. The Audit
Committee also assisted the Board to review the system of internal control put
in place by the Managing Agents to manage the operations of the Company.
The terms of reference of the Audit Committee are available upon request at the
Head Office of the Company.
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 to achieve 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 Board confirms that they have established procedures to
provide internal control necessary to implement the guidance issued by the
Turnbull committee.
The key procedures 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 and annual budgeting cycles.
• 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.
DISCLOSURE OF INFORMATION TO AUDITORS
The directors who held office at the date of approval of this directors' report
confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditors are unaware and each directors has
taken all the steps that they ought to have taken as a directors to make
themselves aware of any relevant audit information and to establish that the
Company's auditors are aware of that information.
GOING CONCERN
Having undertaken all the appropriate procedures and assessing the performance
and results, there is reasonable expectation that the Company will continue in
operational existence for the foreseeable future and the Board has therefore
continued to adopt the going concern basis in preparing the financial
statements.
AUDITORS
KPMG Audit Plc have expressed their willingness to continue in office. In
accordance with Section 384 of the Companies Act, 1985, a resolution for the
re-appointment of KPMG Audit Plc is to be proposed at the forthcoming annual
general meeting.
CHEW SING GUAN TUAN HAJI ZAMBRI BIN HAJI MAHMUD
Chairman Director
Penang
26th September 2007
Directors' Remuneration Report
This report has been prepared in accordance with the Directors' Remuneration
Report Regulation 2002. The report also meets the relevant requirement of the
Listing Rules of the Financial Services Authority. As required by the
Regulations, a resolution to approve the report will be proposed at the Annual
General Meeting of the Company at which the financial statements will be
approved.
The regulations require the auditors to report to the Company's members on the
'auditable part' of the Directors' remuneration. The report has therefore been
divided into 2 sections for audited and unaudited information.
Unaudited Information
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 31st March 2007, 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 as they received
only a nominal fee for their services.
The Company's performance, measured by total shareholder return, has been
compared with the performance of the FTSE Small Cap Index, also measured
by total shareholder return. This index has been selected for the comparison
because it reflects the market sector in which the Company is reported.
Audited information
Aggregate Directors' remuneration
The total amounts for Directors' remuneration are as follows:
Emoluments 2007 2006
RM RM
5,668 6,947
============== ============
Directors' emoluments - fee 2007 2006
RM RM
Executive Director
Chew Sing Guan 1,618 1,985
Non - executive Directors
Tuan Haji Zambri bin Haji Mahmud 1,350 1,654
Diong Chin Teck 1,350 1,654
Chew Beow Soon 1,350 1,654
-------------- ------------
5,668 6,947
============== ============
Approval
This report was approved by the Board of Directors on 26th September 2007 and
signed on its behalf:
Chew Sing Guan
Chairman
Statement of directors' responsibilities in respect of the Report and the
financial statements
The directors are responsible for preparing the 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 the Directors have elected to prepare the
financial statements in accordance with UK Generally Accepted Accounting
Practice.
The financial statements are required by the law to give a true and fair view of
the state of the affairs of the Company and of the profit or loss for that
period.
In preparing these financial statements, the directors are required to:
o Select suitable accounting policies and then apply them consistently;
o Make judgments and estimates that are reasonable and prudent;
o State whether applicable accounting standards have been followed, subject
to any material departures disclosed and explained in the financial
statements; and
o 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 proper accounting records that
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, 1985. They have a 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 Directors Report, Directors' Remuneration Report and Corporate
Governance Statement that comply with that law and those regulations.
Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Independent auditors' report
to the members of Hidong Estate Plc
We have audited the financial statements of Hidong Estate Plc for the year ended
31 March 2007 which comprise the Profit and Loss Account, the Balance Sheet, the
Cash Flow Statement, the Reconciliation of Movements in Shareholder Funds and
the related notes. These financial statements have been prepared under the
accounting policies set out therein. We have also audited the information in the
Directors' Remuneration Report that is described as being audited.
This report is made solely to the Company's members, as a body, in accordance
with section 235 of the Companies Act 1985. 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.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the Annual Report and the
financial statements and the Directors' Remuneration Report in accordance with
applicable law and UK Accounting Standards (UK Generally Accepted Accounting
Practice) are set out in the Statement of the Directors' Responsibilities on
Page 13.
Our responsibilities is to audit the financial statements and the part of the
Directors' Remuneration Report to be audited in accordance with relevant legal
and regulatory requirements and International Standards on Auditing (UK and
Ireland).
We report to you our opinion as to whether the financial statements give a true
and fair view and whether the financial statements and the part of the
Directors' Remuneration Report to be audited have been properly prepared in
accordance with the Companies Act, 1985. We also report to you whether in our
opinion the information given in the Directors' Report is consistent with the
financial statements. We also report to you if, in our opinion, the Company has
not kept proper accounting records, if we have not received all the information
and explanations we require for our audit, or if information specified by law
regarding directors' remuneration and other transactions is not disclosed.
We review whether the statement on pages 5 to 10 reflects the Company's
compliance with the nine provisions of the 2003 FRC Combined Code specified for
our review by the Listing Rules of the Financial Services Authority and we
report if it does not. We are not required to consider whether the Board's
statements on internal control cover all risks and controls, or form an opinion
on the effectiveness of the Company's corporate governance procedures or its
risk and control procedures.
We read the other information contained in the Directors' Report and consider
whether it is consistent with the audited financial statements. We consider the
implication for our report if we become aware of any apparent misstatements or
material inconsistencies with the financial statements. Our responsibilities do
not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing
(UK and Ireland) issued by the Auditing Practices Board. An audit includes
examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements and the part of the Directors'
Remuneration Report to be audited. It also includes an assessment of the
significant estimates and judgments made by the directors in the preparation of
the financial statements, and of whether the accounting policies are appropriate
to the Company's circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
and the part of the Directors' Remuneration Report to be audited are free from
material misstatement whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation
of information in the financial statements.
Opinion
In our opinion:
•The financial statements give a true and fair view, in accordance with UK
Generally Accepted Accounting Practice, of the state of the Company's
affairs as at 31 March 2007 and of its loss for the year then ended;
•The financial statements and the part of the Directors' Remuneration
Report to be audited have been properly prepared in accordance with the
Company Act 1985; and
•The information given in the Directors' Report is consistent with the
financial statements.
KPMG Audit Plc 8 Salisbury Square
Chartered Accountants London
Registered Auditor EC4Y 8BB
26th September 2007
Profit and loss account for the year ended 31st March 2007
2007 2006
Note RM RM
Turnover - discontinued operations 2 42,424 1,740,941
Cost of sales (33,486) (1,245,907)
--------- ---------
Gross profit 8,938 495,034
Distribution costs (109) (85,199)
Administrative expenses (422,239) (228,719)
Other income - 16,571
--------- ---------
Operating (loss)/profit - discontinued operations (413,410) 197,687
Profit on sale of plantations - 8,260,363
Interest receivable on short term deposits 347,926 75,973
--------- ---------
(Loss)/profit on ordinary activities before
taxation 3 (65,484) 8,534,023
Tax on profit on ordinary activities 4 (70,000) (572,435)
--------- ---------
(Loss)/retained profit for the year 10 (135,484) 7,961,588
========= =========
Basic and diluted (loss)/profit per 10p share -
discontinued operations 5 (7.91)sen 464.68sen
========= =========
A note on historical gains and losses has not been included as part of the
financial statements as the results as disclosed in the profit and loss are
prepared on an unmodified historical cost basis.
The notes below form part of these financial statements.
Balance Sheet as at 31st March 2007
2007 2006
Note RM RM
CURRENT ASSETS --------- ---------
Stocks 6 - 41,032
Debtors 7 131,753 218,203
Cash at bank and in hand 13 10,635,755 10,944,672
---------- ----------
10,767,508 11,203,907
---------- ----------
CREDITORS: amounts falling due within one 8 (587,812) (888,727)
year --------- ----------
NET ASSETS 10,179,696 10,315,180
========== ==========
CAPITAL AND RESERVES
Called up share capital 9 1,067,846 1,067,846
Profit and loss account 10 9,111,850 9,247,334
---------- ----------
SHAREHOLDERS' FUNDS 10,179,696 10,315,180
========== ==========
These financial statements were approved by the Board of Directors on 26th
September 2007.
CHEW SING GUAN
TUAN HAJI ZAMBRI BIN HAJI MAHMUD
Directors
The notes on pages below form part of these financial statements.
Statement of total recognised gains and losses for the year ended 31st March
2007
2007 2006
RM RM
(Loss)/profit for the financial year (135,484) 7,961,588
Realised surplus on revaluation of properties - (5,832,048)
---------- ----------
Total recognised gains and losses relating to the
financial year (135,484) 2,129,540
========== ==========
Reconciliation of movements in shareholders' funds for the year ended 31st March
2007
2007 2006
RM RM
(Loss)/retained profit for the year (135,484) 2,129,540
Opening shareholders' funds 10,315,180 8,185,640
---------- ----------
Closing shareholders' funds 10,179,696 10,315,180
========== ==========
The notes below form part of these financial statements.
Cash flow statement for the year ended 31st March 2007
2007 2006
Note RM RM
NET CASH (OUTFLOW)/INFLOW FROM
OPERATING ACTIVITIES 11 (579,532) 71,466
RETURNS ON INVESTMENTS AND
SERVICING OF FINANCE
Interest received 347,926 75,973
TAXATION
Overseas tax paid (77,311) (80,775)
CAPITAL EXPENDITURE
Purchase of tangible fixed assets - (650)
Proceeds from disposal of property, plant and
equipment - 9,863,745
-------- ---------
NET CASH (OUTFLOW)/INFLOW BEFORE
MANAGEMENT OF LIQUID RESOURCES (308,917) 9,929,759
MANAGEMENT OF LIQUID RESOURCES
Decrease/(increase) in short term deposits 44,787 (9,673,359)
-------- ---------
(DECREASE)/INCREASE IN CASH 12 (264,130) 256,400
======== =========
The notes below 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. In these financial statements the following new standard has been
adopted for the first time :
• FRS 20 'Share-based payments'
The accounting policies under this new standard are set out below together with
an indication of the effects of its adoption.
1. ACCOUNTING POLICIES
(a) Accounting convention
The financial statements of the Company have been prepared under the historical
cost convention and in accordance with applicable approved accounting standards.
(b) Foreign currencies
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 are included in the
profit and loss account.
(c) Replanting expenditure
Replanting expenditure is charged to the profit and loss account in the year in
which the expenditure is incurred.
(d) Replanting cess refunds
Replanting cess receivable is included in the financial statements on an accrual
basis.
(e) Stocks and stores
Rubber stocks are valued at the lower of cost of production and net realisable
value. Cost comprises the weighted average ex-estate cost and includes
manufacturing charges where applicable. Estate stores are valued at cost on a
weighted average basis. Cost includes the actual cost of materials and
incidentals in bringing the items into the store.
(f) Employee Benefits
i) Short term 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
of the Company. Short term accumulating compensated absences such as paid annual
leave are recognised when services are rendered by employees that increases
their entitlement to future compensated absences, and short term
non-accumulating compensated absences such as sick leave are recognised when the
absences occur.
ii) Defined contribution plans
As required by law, companies in Malaysia make contribution to the state pension
scheme, the Employees Provident Fund ('EPF'). Such contribution is recognised as
an expense as incurred.
iii) Retirement and service gratuity benefits
The Company does not operate any retirement benefits scheme other than
contributions to approved provident funds.
(g) Taxation
Tax on the profit or loss for the year comprises current and deferred tax.
Income tax is recognised in the income statement except to the extend that it
relates to items recognised directly in equity, in which case it is recognised
in equity.
Current tax expense is the expected tax payable on the taxable income for the
year, using tax rates enacted or substantially enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided, using the liability method, on temporary differences
arising between the tax bases of assets and liabilities and their carrying
amounts in the financial statements. Temporary differences are not recognised
for goodwill not deductible for tax purpose and the initial recognition of
assets or liabilities that at the time of the transaction affects neither
accounting nor taxable profit. The amount of deferred tax provided is based on
the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantially enacted at the
balance sheet date.
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.
(h) Financial instruments
Short term debtors and creditors, as defined in financial reporting standard FRS
26 Derivatives and other financial instruments disclosures have been excluded
from the information contained in Note 15 save those relating to currency risk.
(i) Turnover
Turnover represents the invoiced value of crops sold during the year and
proceeds from the manufacture of rubber.
Interest income is recognised on an accrual basis.
(j) Debtors/Creditors
Debtors and creditors are stated at cost.
(k) Cash and liquid resources
Cash for the purpose of the cash flow statement, comprises cash in hand and
deposits repayable in demand less overdrafts payable on demand. Liquid resources
are current assets investments which are disposable without curtailing the
business and are either readily convertible into known amounts of cash at or
close to their carrying values or traded in an active market.
2. TURNOVER, PROFIT AND SEGMENTAL INFORMATION
All turnover and profit are derived in Malaysia from the sale of rubber stocks.
Analysis of turnover and results before interest and tax by rubber are as
follows:-
2007 2006
RM RM
TURNOVER
Rubber 42,424 717,910
FFB - 1,023,031
---------- ---------
42,424 1,740,941
========== =========
RESULTS BEFORE INTEREST AND TAX
2007 2006
RM RM
Rubber (413,410) 90,205
FFB - 107,482
---------- ---------
(413,410) 197,687
========== =========
3. NOTES TO THE PROFIT AND LOSS ACCOUNT
The (loss)/profit on ordinary activities before taxation is stated after
charging the following items:-
2007 2006
RM RM
Depreciation of tangible fixed assets - 9,359
Directors' remuneration *
Chew Sing Guan 1,618 1,985
Tuan Haji Zambri Bin Haji Mahmud 1,350 1,654
Diong Chin Teck 1,350 1,654
Chew Beow Soon 1,350 1,654
Auditors' remuneration - Audit of these financial
statements 72,285 110,000
Replanting expenditure - 22,043
Allowance for doubtful debts 42,045 -
Expenditure on sale of plantation ** 129,135 -
* Directors' remuneration totaling RM5,668 (2006: RM6,947) is in respect of
directors' fees for duties performed outside the United Kingdom.
** The expenditure on sale of plantation is related to additional costs incurred
in the current year relating to the sale of the plantation which happened in the
previous financial year.
4. TAX ON PROFIT ON ORDINARY ACTIVITIES
2007 2006
RM RM
Foreign taxation 70,000 609,435
- based on the profit for the year
- deferred tax - (37,000)
---------- ----------
70,000 572,435
========== ==========
Factors affecting the tax charge for the current period.
The current tax charge for the period is 20% (2006 : 20%) which is lower than
the standard rate of corporation tax in the UK of 30% (2006 : 30%). The
differences are explained below.
Reconciliation of effective tax expense
2007 2006
RM RM
(Loss)/Profit before tax (65,484) 8,534,023
Current tax at 30% (2006 : 30%) (19,645) 2,560,207
Expenses not deductible for tax purposes 55,352 149,750
Capital allowances for period in excess of
depreciation - (20,051)
Increase in tax losses 68,670 -
Lower tax rates on overseas earnings (34,377) (2,080,471)
---------- ----------
70,000 609,435
========== ==========
5. BASIC AND DILUTED (LOSS)/PROFIT PER 10P SHARE
This is based on the loss after taxation of RM135,484 (2006 : Profit After Tax
RM7,961,588) and 1,713,334 shares (2006: 1,713,334 shares) being the weighted
average number of shares in issue.
6. STOCKS
2007 2006
RM RM
Stock of rubber - 11,086
Estate stores - 29,946
--------- -----------
- 41,032
========= ===========
7. DEBTORS
2007 2006
RM RM
Due within one year
Trade debtors - 8,710
Other debtors 131,753 209,493
--------- -----------
131,753 218,203
========= ===========
8. CREDITORS: Amounts falling due within one year
2007 2006
RM RM
Trade creditors 4,006 4,006
Other creditors 62,661 356,265
Taxation and social security 521,145 528,456
---------- ----------
587,812 888,727
========== ==========
Included in taxation and social security is an amount of RM414,524 (2006:
RM414,524) representing provision for Real Property Gain Tax arising from the
sale of plantation.
9. SHARE CAPITAL
2007 2006
RM RM
Authorised
2,000,000 shares of 10p each 1,493,610 1,493,610
========== ==========
Issued and fully paid up
1,713,334 shares of 10p each 1,067,846 1,067,846
========== ==========
10. RESERVES
2006 2007
Land and Profit Land and Profit
plantations and loss plantations and loss
revaluation Account revaluation account
reserve reserve
RM RM RM RM
At 1st April - 9,247,334 5,832,048 1,285,746
Reclassification of
revaluation reserves (5,832,048) 5,832,048
(Loss)/retained
profit - (135,484) - 2,129,540
-------- --------- ---------- ---------
At 31st March - 9,111,850 - 9,247,334
-------- --------- ---------- ---------
11. RECONCILIATION OF OPERATING PROFIT TO NET CASH (OUTFLOW) / INFLOW FROM
OPERATING ACTIVITIES
2007 2006
RM RM
Operating (loss)/profit (413,410) 197,687
Depreciation charge - 9,359
Decrease in stocks 41,032 111,875
Decrease in debtors 86,450 210
Decrease in creditors (293,604) (247,665)
----------- ----------
Net cash (outflow) / inflow from operating activities (579,532) 71,466
=========== ==========
12. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2007 2006
RM RM
(Decrease)/Increase in cash in the year (264,130) 256,400
(Decrease)/Increase in liquid resources (44,787) 9,673,359
----------- ----------
Movement in net funds in the year (308,917) 9,929,759
Net funds at 1st April 10,944,672 1,014,913
----------- ----------
Net funds at 31st March 10,635,755 10,944,672
=========== ==========
13. ANALYSIS OF NET FUNDS
At 1st April, 2006 Cash flow At 31st March, 2007
RM RM RM
Short term deposits 10,643,359 (44,787) 10,598,572
Cash at bank and in
hand 301,313 (264,130) 37,183
---------- ----------- ----------
10,944,672 (308,917) 10,635,755
========== =========== ==========
14. EMPLOYEES
2007 2006
RM RM
Costs during the year in respect of
all employees were as follows:
Wages and salaries 5,668 632,098
Social security costs - 9,127
Approved provident fund contributions - 67,919
2007 2006
Average number of persons employed during the year:
Estate workers - 75
Estate staff 4 6
15. 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.
(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 2007. 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
Financial Assets Rates Total Within 1 year
2007
Short term deposits 3.3% 10,598,572 10,598,572
2006
Short term deposits 3.2% 10,643,359 10,643,359
(c) Foreign exchange risk
The Company operates locally and is only exposed to sterling pound currency for
payments to UK companies for services rendered to the Company, which poses
minimum risk.
(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 cash convertible investments to meet its working capital requirements.
(e) Credit risk
Credit risk, or the risk of counterparties defaulting, is controlled by the
receipt of credit approvals and monitoring procedures. Credit risks are
minimised and monitored via strictly limiting the Company's associations to
business partners with high creditworthiness. Trade receivables are monitored on
an ongoing basis via the Company's management reporting procedures.
(f) Fair values
The fair values of financial assets and financial liabilities reported in the
balance sheet approximate the carrying amounts of those assets and liabilities.
(g) Price risk
The Company has so significant exposure to securities price risk as it holds no
listed equity investments.
(h) Cash flow risk
The Company's assets comprise of cash and bank deposits all of which earn
interest. There is minimum risk on the cash flow. Cash flow monitoring is a high
priority with the management.
16. RELATED PARTY TRANSACTIONS
2007 2006
RM RM
Agency fees, accounting fees and Compensation paid to
Plantation Agencies Sdn. Berhad, a Company in which a
director of the Company is also a director 52,177 57,217
----------- ---------
There is no controlling or ultimate controlling party and there is no
outstanding amount owed to/ from Plantation Agencies Sdn. Berhad at the end of
the year.
Comparative statistics
Year ended 31st March 2007 2006 2005 2004 2003
RM RM RM RM RM
BALANCE SHEET
ANALYSIS
Called-up share
capital 1,067,846 1,067,846 1,067,846 1,067,846 1,067,846
Reserves 9,111,850 9,247,334 7,117,794 6,828,215 6,503,565
Total
shareholders'
funds 10,179,696 10,315,180 8,185,640 7,896,061 7,571,411
Fixed assets - - 7,677,932 7,631,942 7,656,556
Net current
assets 10,179,696 10,315,180 1,070,894 819,253 445,010
Provision for
liabilities and
charges - - (563,186) (555,134) (530,155)
10,179,696 10,315,180 8,185,640 7,896,061 7,571,411
PROFIT AND LOSS ACCOUNT ANALYSIS
(Loss)/Profit before
interest,
replanting
expenditure and
taxation (413,410) 219,730 380,081 396,186 197,810
Profit on sale
of plantation - 8,260,363 - - -
Interest 347,926 75,973 25,833 16,620 5,589
Replanting
expenditure - (22,043) (34,938) (84,832) (115,790)
Taxation (70,000) (572,435) (81,397) (3,324) (1,057)
(Loss)/Profit
after taxation (135,484) 7,961,588 289,579 324,650 86,552
Year ended 31st March 2007 2006 2005 2004 2003
RUBBER
Average mature
area - hectares - 177 177 177 179
Production - kgs - 116,185 189,493 228,800 196,800
Yield per
hectare - kgs - 787 1,053 1,291 1,099
Duty and
research cess -
sen/kg - 3.85 3.85 3.85 3.85
Overall cost of
production
- sen/kg (FOB) - 414 324 281 264
Average selling
price - sen/kg (FOB) 736 575 448 414 303
OIL PALM
Average mature
area - hectares - 380 380 351 328
Production -
tonnes FFB - 3,942 3,775 3,425 3,139
Yield per
hectare - tonnes FFB - 10 10 10 10
Cost of production
- RM/tonne FFB
(del.mill) - 193 213 195 171
Average selling
price
- RM/tonne FFB
(del.mill) - 260 380 285 253
This information is provided by RNS
The company news service from the London Stock Exchange
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