COUNTRY HEIGHTS HOLDINGS BERHAD (Incorporated in Malaysia)
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Company No. 119416 - K COUNTRY HEIGHTS HOLDINGS BERHAD (Incorporated in Malaysia) REPORT OF THE DIRECTORS The directors of COUNTRY HEIGHTS HOLDINGS BERHAD have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December, 2014. PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and the provision of management services. The principal activities of the subsidiaries and associate are shown in Notes 17 and 18 to the financial statements, respectively. There have been no significant changes in the nature of the principal activities of the Company, its subsidiaries and associate during the financial year. RESULTS OF OPERATIONS The results of the operations of the Group and of the Company for the financial year are as follows: Group Company RM’000 RM’000 Profit/(Loss) before tax 51,834 (2,754) Income tax expense (14,505) (135) Profit/(Loss) for the year 37,329 (2,889) Profit/(Loss) attributable to: Equity holders of the Company 37,851 (2,889) Non-controlling interests (522) - 37,329 (2,889) In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature. 1 Company No. 119416 - K DIVIDENDS No dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the current financial year. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES The Company has not issued any new shares or debentures during the financial year. SHARE OPTIONS No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company. No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of the end of the financial year, there were no unissued shares of the Company under options. OTHER STATUTORY INFORMATION Before the statements of profit or loss and other comprehensive income and the statements of financial position of the Group and of the Company were made out, the directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and had satisfied themselves that all known bad debts had been written off and adequate allowances had been made for doubtful debts; and (b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had been written down to their estimated realisable values. 2 Company No. 119416 - K At the date of this report, the directors are not aware of any circumstances: (a) which would render the amount of bad debts written off or the amount of allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate; or (d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist: (a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the succeeding financial year. 3 Company No. 119416 - K DIRECTORS The following directors served on the Board of the Company since the date of the last report: Gen. Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd) Tan Sri Lee Kim Tiong @ Lee Kim Yew Lee Cheng Wen Academician Tan Sri Emeritus Professor Datuk Dr. Ong Soon Hock Nik Hassan bin Nik Mohd Amin Chew Chong Eu DIRECTORS’ INTERESTS The shareholdings in the Company and related companies of those who were directors at the end of the financial year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 are as follows: Number of Ordinary Shares of RM1 each As of As of 1.1.2014 Bought Sold 31.12.2014 Shares in the Company Direct Interest: Tan Sri Lee Kim Tiong @ Lee Kim Yew 89,600,000 - - 89,600,000 Gen. Tan Sri (Dr) Mohamed Hashim bin Mohd Ali (Rtd) 1,480,842 - - 1,480,842 Academician Tan Sri Emeritus Professor Datuk Dr. Ong Soon Hock 16,000 - - 16,000 Lee Cheng Wen 14,978,831 - - 14,978,831 Indirect Interest: Tan Sri Lee Kim Tiong @ Lee Kim Yew 57,968,231 20,288,900 - 78,257,131 Lee Cheng Wen 132,589,400 20,288,900 - 152,878,300 Shares in a subsidiary company, Golden Horse Palace Berhad Direct Interest: Tan Sri Lee Kim Tiong @ Lee Kim Yew 50,000,000 - - 50,000,000 4 Company No. 119416 - K By virtue of the above directors’ interest in the shares of the Company, the abovementioned directors are also deemed to have an interest in the shares of the subsidiaries to the extent that the Company has an interest. None of the other directors in office at the end of the financial year held shares or had beneficial interest in the shares of the Company or its related companies during or at the beginning and end of the financial year. DIRECTORS’ BENEFITS Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefits (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as disclosed in Note 11 to the financial statements or being fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest, except as disclosed in Note 36 to the financial statements. During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. 5 Company No. 119416 - K AUDITORS The auditors, Messrs. Deloitte, have indicated their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors, ________________________________________ GEN. TAN SRI (DR) MOHAMED HASHIM BIN MOHD ALI (RTD) ________________________________________ LEE CHENG WEN Kuala Lumpur 22 April, 2015 6 Company No. 119416 - K INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF COUNTRY HEIGHTS HOLDINGS BERHAD (Incorporated in Malaysia) Report on the Financial Statements We have audited the financial statements of COUNTRY HEIGHTS HOLDINGS BERHAD, which comprise the statements of financial position of the Group and of the Company as of 31 December, 2014 and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 10 to 121. Directors’ Responsibility for the Financial Statements The directors of the Company are responsible for the preparation of these financial statements so as to give a true and fair view in accordance with Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible 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. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. 7 Company No. 119416 - K An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.