BIMB Integrated Annual Report 2019
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FINANCIAL STATEMENTS 162-332 333-338 Financial Statements Shareholders’ Information 162 Directors’ Report 333 Share & Warrant Holdings Statistics 170 Statement by Directors 171 Statutory Declaration 172 Statements of Financial Position 339-346 174 Statements of Profit or Loss Additional Information 175 Statements of Comprehensive Income 176 Statements of Changes in Equity 339 Properties Owned by BHB Group 179 Statements of Cash Flows 346 Regional Group Network 182 Notes to the Financial Statements 323 Independent Auditors’ Report 347-355 Disclosure Summary 347 FTSE4Good Bursa Malaysia (“F4GBM”) 352 Global Reporting Inititative (“GRI”) G4 162 Integrated Annual Report DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 decemBER 2019 2019 The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2019. PRINCIPAL ACTIVITIES The Company is principally engaged as an investment holding company with business transacted in accordance with Islamic principles, whilst the principal activities of the subsidiaries are as stated in Note 14 to the financial statements. There has been no significant change in the nature of these activities during the financial year. ULTIMATE HOLDING COMPANY The Company is a subsidiary of Lembaga Tabung Haji, a hajj pilgrims’ fund statutory body established in Malaysia and regarded by the Directors as the Company’s ultimate holding company, during the financial year and until the date of this report. SUBSIDIARIES The details of the Company’s subsidiaries are disclosed in Note 14 to the financial statements. FINANCIAL RESULTS Group Company RM’000 RM’000 Profit for the year attributable to: Owner of the Company 786,920 349,597 Non-controlling interests 148,449 – 935,369 349,597 DIVIDENDS Since the end of the previous financial year, the amount of dividends paid by the Company were as follows: RM’000 i) In respect of the financial year ended 31 December 2018 as reported in the Directors’ Report of that year: Dividend of 15.50 sen per ordinary share, declared on 28 November 2018, ex-date on 27 December 2018, and paid on 29 January 2019 262,503 ii) In respect of the financial year ended 31 December 2019: Dividend of 16.00 sen per ordinary share, declared on 29 November 2019, ex-date on 23 December 2019, and paid on 21 January 2020 282,285 544,788 The Directors do not recommend final dividend to be paid for the financial year under review. Group Overview Sustaining The Group Management Discussion & Analysis Group Governance 163 BIMB HOLDINGS BERHAD DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 decemBER 2019 199701008362 (423858-X) RESERVES AND PROVISIONS During the financial year ended 31 December 2019, the Group has recognised the impact, net of tax, on the opening balance of retained earnings following the transition to MFRS 16, Leases amounting to RM67,491,000, as disclosed in Note 2.1(b). There were no other material transfers to or from reserves or provisions during the financial year under review except as disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES During the financial year, the Company increased its issued and paid-up capital from 1,693,566,014 to 1,764,282,714 via the issuance of 70,716,700 new ordinary shares at a consideration of RM3.18 each arising from the Dividend Reinvestment Plan. No warrants were converted during the financial year ended 31 December 2019 (2018: Nil). There were no other changes in the issued and paid-up capital of the Company during the financial year. There were no debentures issued during the financial year. OPTIONS GRANTED OVER UNISSUED SHARES No options were granted to any person to take up unissued shares of the Company during the financial year. As at 31 December 2019, 426,715,078 warrants remained unexercised. IMPAIRED FINANCING Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that proper actions had been taken in relation to the writing off of bad financing and the making of impairment provisions for impaired financing, and have satisfied themselves that all known bad financing have been written off and adequate impairment provisions made for impaired financing. At the date of this report, the Directors are not aware of any circumstances that would render the amount written off for bad financing, or the amount of impairment provisions for impaired financing in the financial statements of the Group and of the Company, inadequate to any substantial extent. CURRENT ASSETS Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that any current assets, other than financing, which were unlikely to be realised in the ordinary course of business at their values as shown in the accounting records of the Group and of the Company have been written down to their estimated realisable value. At the date of this report, the Directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Group and of the Company to be misleading. VALUATION METHODS At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company to be misleading or inappropriate. Financial Statements Shareholders’ Information Additional Information Disclosure Summary 164 Integrated Annual Report DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 decemBER 2019 2019 CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist: (a) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or (b) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year other than those incurred in the ordinary course of the business. No contingent liability or other liability of any company in the Group 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. CHANGE OF CIRCUMSTANCES At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements that would render any amount stated in the financial statements of the Group and of the Company misleading. ITEMS OF AN UNUSUAL NATURE In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature, likely to affect substantially the results of the operations of the Group and of the Company for the current financial year in which this report is made. COMPLIANCE WITH BANK NEGARA MALAYSIA’S POLICY DOCUMENT ON FINANCIAL REPORTING AND GUIDELINES In the preparation of the financial statements, the Directors have taken reasonable steps to ensure that Bank Negara Malaysia (“BNM”)’s expectations on financial reporting have been complied with, including those as set out in the Financial Reporting for Islamic Banking Institutions and Circular on the Application of MFRS. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR The significant events during the financial year are as disclosed in Note 57 to the financial statements. SUBSEQUENT EVENTS The subsequent events during the financial year are as disclosed in Note 58 to the financial statements. DIRECTORS Directors of the Company who served during the financial year until the date of this report are: Tan Sri Ambrin bin Buang (Chairman) Mohd Tarmidzi bin Ahmad Nordin Noraini binti Che Dan Datuk Nik Mohd Hasyudeen bin Yusoff Zahari @ Mohd Zin bin Idris (appointed on 03.02.2020) Tan Sri Ismail bin Adam (retired on 03.01.2020) Group Overview Sustaining The Group Management Discussion & Analysis Group Governance 165 BIMB HOLDINGS BERHAD DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 decemBER 2019 199701008362 (423858-X) DIRECTORS OF THE SUBSIDIARIES Directors of the subsidiaries who served during the financial year until the date of this report are: Name of Company Directors Bank Islam Malaysia Berhad Dato’ Sri Khazali Ahmad Zahari @ Mohd Zin bin Idris Mohamed Ridza bin Mohamed Abdulla Datuk Nik Mohd Hasyudeen bin Yusoff Noraini binti Che Dan Azizan bin Ahmad Mohd Yuzaidi bin Mohd Yusoff (appointed on 01.07.2019) Tan Sri Dato’ Dr. Abdul Shukor bin Husin (resigned on 01.04.2019) Datuk Zaiton binti Mohd Hassan (resigned on 18.02.2019) Datuk Zamani bin Abdul Ghani (retired on 01.03.2020) (Chairman) Subsidiaries of Bank Islam Malaysia Berhad BIMB Investment Management Berhad Mohamed Ridza bin Mohamed Abdulla (appointed on 01.10.2019) (Chairman) Najmuddin bin Mohd Lutfi Dato’ Ghazali bin Awang Dr. Mohd Hatta bin Dagap Datin Maznah binti Mahbob (appointed on 01.04.2019) Azizan bin Abd Aziz (appointed on 22.08.2019) Datuk Nik Mohd Hasyudeen bin Yusoff (resigned on 31.08.2019) Malkiat Singh @ Malkit Singh Maan A/L Delbara Singh (resigned on 28.06.2019) Al-Wakalah Nominees (Tempatan) Sdn. Bhd. Maria binti Mat Said (Chairman) Mohammad Jamali bin Haron Farihan Corporation Sdn. Bhd. Zaharin bin Mohd Ali (appointed on 01.09.2019) (Chairman) Maria binti Mat Said Razman bin Ismail (resigned on 01.09.2019) Bank Islam Trust Company (Labuan) Ltd.