Reports and Financial Statements 31 December 2017
Total Page:16
File Type:pdf, Size:1020Kb
Company No. 515119-U PBA HOLDINGS BHD. Company No. 515119-U (Incorporated in Malaysia) REPORTS AND FINANCIAL STATEMENTS 31 DECEMBER 2017 CONTENTS PAGE CORPORATE INFORMATION 2 - 3 DIRECTORS’ REPORT 4 - 8 DIRECTORS’ STATEMENT 9 STATUTORY DECLARATION 9 INDE PENDENT AUDITORS’ REPORT TO THE MEMBERS 10 - 15 STATEMENTS OF FINANCIAL POSITION 16 STATEMENTS OF COMPREHENSIVE INCOME 17 - 18 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 19 STATEMENT OF CHANGES IN EQUITY 20 STATEMENTS OF CASH FLOWS 21 - 22 NOTES TO THE FINANCIAL STATEMENTS 23 - 79 1 Company No. 515119-U PBA HOLDINGS BHD. Company No. 515119-U (Incorporated in Malaysia) CORPORATE INFORMATION Directors YAB Tuan Lim Guan Eng (Non-Executive Chairman) YB Dato’ Mohd Rashid Bin Hasnon (Non- Executive Deputy Chairman) YB Prof. Dr. P. Ramasamy A/L Palanisamy (Non-Executive Director) YB Dato’ Seri Farizan Bin Darus (Non-Executive Director) YB Dato’ Sarul Bahiyah Binti Abu (Non-Independent Non-Executive Director) YB Tuan Lim Hock Seng (Non-Executive Director) YB Dato’ Abdul Malik Bin Abul Kassim (Non-Executive Director) YB Tuan Phee Boon Poh (Non-Executive Director) YB Tuan Chow Kon Yeow (Non-Independent Non-Executive Director) YBhg. Dato’ Agatha Foo Tet Sin (Senior Independent Non-Executive Director) YBhg. Dato’ Seri Nazir Ariff Bin Mushir Ariff (Independent Non-Executive Director) Puan Mary Geraldine Phipps (Independent Non-Executive Director) YBhg. Dato’ Brian Tan Guan Hooi (Independent Non-Executive Director) YBhg. Dato’ Syed Mohamad Bin Syed Murtaza (Independent Non-Executive Director) YBhg. Dato’ Sr. Kuvenaraju A/L Pachappen (Independent Non-Executive Director) Company Secretary Thum Sook Fun 2 Company No. 515119-U PBA HOLDINGS BHD. Company No. 515119-U (Incorporated in Malaysia) CORPORATE INFORMATION Audit Committee Puan Mary Geraldine Phipps (Chairman, Independent Non-Executive Director) YBhg. Dato’ Agatha Foo Tet Sin (Member, Independent Non-Executive Director) YBhg. Dat o’ Seri Nazir Ariff Bin Mushir Ariff (Member, Independent Non-Executive Director) YBhg. Dato’ Brian Tan Guan Hooi (Member, Independent Non-Executive Director) YB Dato’ Sarul Bahiyah Binti Abu (Member, Non-Independent Non-Executive Director) YBhg. Dato’ Syed Mohamad Bin Syed Murtaza (Member, Independent Non-Executive Director) YBhg. Dato’ Sr. Kuvenaraju A/L Pachappen (Member, Independent Non-Executive Director) Registered Office and 32nd Floor, Komtar Business Address 10000 Penang Share Registrar Securities Services (Holdings) Sdn. Bhd. Suite 18.05 MWE Plaza No. 8 Lebuh Farquhar 10200 Penang Auditors Grant Thornton Chartered Accountants Principal Banker Malayan Banking Berhad Stock Exchange Listing Main Market of Bursa Malaysia Securities Berhad 3 Company No. 515119-U PBA HOLDINGS BHD. Company No. 515119-U (Incorporated in Malaysia) DIRECTORS’ REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 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 2017. PRINCIPAL ACTIVITIES The Company is principally engaged in investment holding activities, whilst the principal activities of the subsidiaries are as stated in Note 6 to the financial statements. There has been no significant change in the nature of these activities during the financial year. RESULTS GROUP COMPANY RM’000 RM’000 Profit after tax for the financial year 37,280 16,671 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. DIVIDENDS Since the end of the previous financial year, the Company has declared the following dividends: (i) a final single tier dividend of 2.25 sen per share amounting to RM7,448,000 in respect of the financial year ended 31 December 2016 paid on 21 July 2017; and (ii) a first interim single tier dividend of 1.75 sen per share amounting to RM5,792,000 in respect of the financial year ended 31 December 2017 payable on 12 January 2018. A final single tier dividend of 2.25 sen per share amounting to RM7,448,000 for the financial year ended 31 December 2017 was recommended by the Directors subject to the approval of shareholders at the forthcoming Annual General Meeting. The financial statements for the current financial year do not reflect this proposed final dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation of retained earnings in the financial year ending 31 December 2018. 4 Company No. 515119-U SHARE CAPITAL AND DEBENTURE During the financial year, the Company did not issue any shares or debentures. DIRECTORS The directors who served since the date of the last report are as follows: Directors of the Company: YAB Tuan Lim Guan Eng YB Dato’ Mohd Rashid Bin Hasnon YB Prof. Dr. P. Ramasamy A/L Palanisamy YB Dato’ Seri Farizan Bin Darus YB Dato’ Sarul Bahiyah Binti Abu YB Tuan Lim Hock Seng YB Dato’ Abdul Malik Bin Abul Kassim YB Tuan Phee Boon Poh YB Tuan Chow Kon Yeow YBhg. Dato’ Agatha Foo Tet Sin YBhg. Dato’ Seri Nazir Ariff Bin Mushir Ariff Puan Mary Geraldine Phipps YBhg. Dato’ Brian Tan Guan Hooi YBhg. Dato’ Syed Mohamad Bin Syed Murta za YBhg. Dato’ Sr. Kuvenaraju A/L Pachappen Directors of the subsidiaries: YB Tuan Ng Wei Aik YB Tuan Sim Tze Tzin YB Tuan Sanisvara Nethaji Rayer A/L Rajaji (appointed on 2.5.17) YB Tuan Yeoh Soon Hin (appointed on 2.5.17) YB Tuan Teh Yee Cheu (resigned on 3.4.17) Dato’ Ir. Jaseni Bin Maidinsa Mohammad Zulkifli Bin Abdul Hamid (appointed on 6.4.17) Raffiq Raveendran Bin Abdullah (resigned on 6.4.17) 5 Company No. 515119-U DIRECTORS’ INTERESTS IN SHARES According to the Register of Directors’ Shareholdings, the interests of directors in office at the end of the financial year in shares in the Company during the financial year are as follows: |--------- Number of ordinary shares ---------| Balance Balance at at 1.1.17 Bought Sold 31.12.17 Deemed Interest: YBhg. Dato’ Syed Mohamad Bin Syed Murtaza 13,567,900 - - 13,567,900 None of the other directors who held office at 31 December 2017 had any interest in the ordinary shares of the Company and of its related corporations during the financial year. DIRECTORS ’ BENEFITS Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with a 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, other than those related party transactions disclosed in the notes to the financial statements. During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. DIRECTORS’ REMUNERATION Details of directors’ remuneration of the Group and of the Company are set out in Note 19 to the financial statements. INDEMNITY AND INSURANCE COSTS During the financial year, the total amount of premium paid for the Directors’ and Officers’ Liability Insurance by the Group and by the Company are RM24,718 and RM17,321 respectively. OTHER STATUTORY INFORMATION Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps: 6 Company No. 515119-U (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts, and (ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. At the date of this report, the directors are not aware of any circumstances: (i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and in the Company inadequate to any substantial extent, and (ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, and (iii) that would render any amount stated in the financial statements of the Group and of the Company misleading, and (iv) which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. At the date of this report, there does not exist: (i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liabilities of any other person, and (ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year. In the opinion of directors: (i) no contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable, within the period of twelve months after the end of the financial year which, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due, (ii) the results of operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, and (iii) 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.