CIHB - Annual Report 2022
CIHB - Annual Report 2022
This year’s cover features the butterfly, which represents change and positivity.
In a business world that never stays constant, it is key to move with the
times. By adapting to evolving consumer needs and deploying strategies
for continued growth, the Group is able to produce higher revenues and
improved profits this year, and emerge stronger than ever before.
C.I. HOLDINGS BERHAD 197801000889 (37918-A) 1
CONTENTS
Corporate
02 Corporate Information
03 Profile of Directors
09 Group Management Team’s Profile
12 Management Discussion and Analysis
16 Sustainability Statement
22 Corporate Governance Overview Statement
30 Audit Committee Report
33 Statement on Risk Management and Internal Control
36 Directors‘ Responsibility Statement
Financial
37 Directors’ Report and Audited Financial Statements
99 List of Properties
101 Analysis of Shareholdings
104 Additional Compliance Information
105 Notice of Forty-Fourth Annual General Meeting
110 Administrative Guide
Form of Proxy
CORPORATE
INFOMATION
Board Of Directors Nomination Committee
Datuk Seri Johari Bin Abdul Ghani Nor Hishammuddin Bin Dato’ Mohd Nordin
Non-Independent Non-Executive Chairman Chairman, Senior Independent Non-Executive Director
Megat Joha Bin Megat Abdul Rahman Teh Bee Tein
Group Managing Director Independent Non-Executive Director
Datin Mariam Prudence Binti Yusof Datuk Haji Ariffin Bin Imat
Non-Independent Non-Executive Director Independent Non-Executive Director
Dato’ Sukumaran s/o Ramasamy Risk Management Committee
Non-Independent Non-Executive Director
Lee Cheang Mei Teh Bee Tein Chairman
Non-Independent Non-Executive Director Megat Joha Bin Megat Abdul Rahman Member
Nor Hishammuddin Bin Dato’ Mohd Nordin Nor Hishammuddin Bin Dato’ Mohd Nordin Member
Senior Independent Non-Executive Director
Azlan Bin Ahmad Member
Teh Bee Tein Chaw Pei Yee Member
Independent Non-Executive Director
Foo Loke Yean Member
Kasinathan a/l Tulasi
Independent Non-Executive Director Teoh Kar Hoe Member
Datuk Haji Ariffin Bin Imat Khor Chi Yen Risk Coordinator
Independent Non-Executive Director
Group Management Team
Fung Heen Choon
Alternate Director to Lee Cheang Mei Megat Joha Bin Megat Abdul Rahman
Group Managing Director
Audit Committee Fung Heen Choon
Executive Director – Continental Resources Sdn Bhd
Teh Bee Tein
Chairman, Independent Non-Executive Director Lee Cheang Mei
Executive Director – Continental Resources Sdn Bhd
Nor Hishammuddin Bin Dato’ Mohd Nordin
Senior Independent Non-Executive Director Dato’ Sukumaran s/o Ramasamy
Managing Director – Palmtop Vegeoil Products Sdn Bhd
Kasinathan a/l Tulasi
Independent Non-Executive Director Azlan Bin Ahmad
Head of Corporate and Legal Affairs
Remuneration Committee Chaw Pei Yee
Senior Manager – Finance & Administration
Nor Hishammuddin Bin Dato’ Mohd Nordin
Azril Akmar Bin Attan Akmar
Chairman, Senior Independent Non-Executive Director
Chief Executive Officer – Continental Resources Sdn Bhd
Teh Bee Tein Baharuddin Bin Basirun
Independent Non-Executive Director Chief Operating Officer – Continental Resources Sdn Bhd
Datuk Haji Ariffin Bin Imat Foo Loke Yean
Independent Non-Executive Director Chief Executive Officer – Doe Industries Sdn Bhd
Company Secretaries
On Pooi Fong MAICSA 7018189/ SSM PC NO. 202208000204
Tan Lai Hong MAICSA 7057707/ SSM PC NO. 202008002309
PROFILE OF DIRECTORS
Datuk Seri Johari Bin Abdul Ghani, male, aged 58, a Malaysian, was
appointed to the Board on 6 March 2019. He was re-designated as Non-
Independent Non-Executive Chairman on 30 May 2019. Datuk Seri Johari is
a substantial shareholder of the Company via JAG Capital Holdings Sdn Bhd.
He is a qualified Chartered Accountant under the Chartered Association
of Certified Accountants, United Kingdom. Datuk Seri Johari was a former
Minister of Finance II from 27 July 2016 until 9 May 2018.
Datuk Seri Johari is currently the Chairman and substantial shareholder of KUB
Malaysia Berhad. Further, he is also a substantial shareholder of Media Prima
Berhad, which is listed on Bursa Malaysia Securities Berhad and Central
Cables Berhad, an unlisted public company.
Datuk Seri Johari previously served on a number of Boards including amongst
others, as the Chairman of Langkawi Development Authority (LADA), as
a Director of Khazanah Nasional Berhad, a Trustee of Yayasan Pelaburan
Bumiputera and a member of the National Productivity & Export Council.
He does not have any family relationship with any Director and/or major
shareholder of the Company and there is no business arrangement with the
Company in which he has personal interest.
Other than traffic offences, Datuk Seri Johari does not have any convictions for
offences within the past 5 years and was not subject of any public sanction or
penalty imposed by the relevant regulatory bodies during the financial year, if any.
PROFILE OF DIRECTORS
(continued)
Encik Megat Joha Bin Megat Abdul Rahman, male, aged 59, a Malaysian,
was appointed to the Board on 18 April 2013 as an Executive Director.
Subsequently, he was re-designated as Group Managing Director on 29 July
2015. Currently, he is a member of the Risk Management Committee.
In 1998, Encik Megat Joha joined the Kuala Lumpur Stock Exchange (“KLSE”)
(now known as Bursa Malaysia Securities Berhad) as Investigations Senior
Manager for Market Supervision. In 1999, he led the project team in establishing
the Labuan International Financial Exchange (“LFX”) for the KLSE, and held the
post of Assistant General Manager at LFX till 2002.
His various other stints included being the Group CEO of Majuperak Holdings
Berhad and General Manager of Boustead Sissons Paints Sdn Bhd.
Other than traffic offences, Encik Megat Joha does not have any convictions for
offences within the past 5 years and particulars of any public sanction or penalty
imposed by the relevant regulatory bodies during the financial year, if any.
PROFILE OF DIRECTORS
(continued)
YBhg Datin Mariam Prudence Binti Yusof, female, aged 69, a YBhg Dato’ Sukumaran s/o Ramasamy (“Dato Kumar”), male,
Malaysian was appointed to the Board on 27 July 2005 as aged 65, a Malaysian was appointed to the Board on 10 June
Non-Independent Non-Executive Director. 2015 as Non-Independent Non-Executive Director.
She graduated with BA (Honours), University of Malaya in After completing his secondary education, Dato’ Kumar began his
1974. She started her career in the field of human resource and career in 1981 as a Plant Manager in Ngo Chew Hong Edible
organisational development with multinational companies, namely Oil Pte Ltd (subsidiary of Mewah International, a listed company in
Motorola (M) Sdn Bhd, Intel (M) Sdn Bhd, Shell Malaysia Sdn the Singapore Stock Exchange) and advanced in several positions
Bhd and Nestle (M) Sdn Bhd. In 1984, she entered the field of in the company before becoming the Chief Executive Officer of
stockbroking and was the Executive Director of Equity Market of the company. This equipped him with extensive knowledge on
MIDF Amanah Investment Bank Bhd, until her retirement. the daily operations of the company including production, finance
and consumer marketing.
Datin Mariam Prudence Yusof other previous appointments include
being a Member of the Kuala Lumpur Stock Exchange Committee Dato’ Kumar left the company in 2011 and was appointed
(KLSE), a Director of Labuan International Financial Exchange Managing Director of Saber Pte Ltd. Dato’ Kumar has 40 years of
Inc. (LFX), a Director of Securities Clearing Automated Network experience in the palm oil industries, specifically in the consumer
Services Sdn Bhd (SCANS) and a Director of Research Institute & pack segment. He is now the Managing Director of Palmtop
Investment Analyst Malaysia (RIIAM) and Trustee of the Bumiputera Vegeoil Products Sdn Bhd. He is a well-known and respected
Training Fund of the Securities Commission. She was also the figure in the industry with good relationships built with edible oil
Chairman of the Membership Committee of the KLSE. She retired producers and suppliers.
from the Board of KLSE and its subsidiaries on 10 April 2004.
Dato’ Kumar possesses vast knowledge in the palm oil industry
In year 2002, she was elected as Chairman of the Association which he had successfully distributed edible oils and fats in retail
of Stockbroking Companies of Malaysia (ASCM) with the primary packings to over 120 countries in Asia, Middle East, Australasia
role of spearheading the demutualization of KLSE to its new entity, and Pacific Islands, Indian sub-continents, Africa, Caribbean
Bursa Malaysia Berhad. Islands, Commonwealth of Independent States region and Europe.
In 2017, Datin Mariam Prudence Yusof was appointed as a Board He has no directorships in other public companies and listed
member of Bursa Malaysia Berhad, Bursa Malaysia Derivatives issuers. He does not have any family relationship with any Director
Berhad, Bursa Malaysia Derivatives Clearing Berhad and and/or major shareholder of the Company and there is no business
resigned from the Board on 1 May 2020. She also serves on the arrangement with the Company in which he has personal interest.
Board of RAM Rating Services Berhad and iFast Capital Sdn Bhd.
Other than traffic offences, Dato’ Kumar does not have any
She is the mother of Encik Azril Akmar Bin Attan Akmar. Save convictions for offences within the past 5 years and particulars of
as disclosed, she does not have any family relationship with any any public sanction or penalty imposed by the relevant regulatory
Director and/or major shareholder of the Company and there is bodies during the financial year, if any.
no business arrangement with the Company in which she has
personal interest.
Other than traffic offences, she does not have any convictions
for offences within the past 5 years and particulars of any public
sanction or penalty imposed by the relevant regulatory bodies
during the financial year.
PROFILE OF DIRECTORS
(continued)
Ms. Lee Cheang Mei (“Joyce Lee”), female, aged 63, a Encik Nor Hishammuddin Bin Dato’ Mohd Nordin, male,
Malaysian, was appointed to the Board on 7 May 2014 as aged 56, a Malaysian, was appointed to the Board as an
an Alternate Director to Mr. Fung Heen Choon. She was re- Independent Non-Executive Director and a member of the
designated as Non-Independent Non-Executive Director of the Audit Committee on 30 May 2001. He was appointed as
Company on 28 February 2018. Senior Independent Non-Executive Director on 29 May 2019.
Currently, he is the Chairman of the Remuneration Committee
She is the co-founder and Managing Director of Continental and Nomination Committee, and also a member of the Risk
Resources Sdn Bhd (173543-U) (“CRSB”), a wholly-owned Management Committee.
subsidiary of the Company. She obtained her Certificate of
Administrative Management from the administration and business He holds a Bachelor of Law (LLB) degree with honours and was
management professional body, Institute of Administrative called to the Malaysian Bar as an Advocate and Solicitor of the
Management, in 1983. She has more than 31 years of experience High Court of Malaya in 1994. He is presently the Managing
in the edible oils industry where her core competency is in the Partner of Messrs Hisham Yoong – K.C. Lim, a legal firm.
marketing and sales of edible oils.
He has no directorships in other public companies and listed
Ms. Joyce Lee began her career as a marketing executive in Felda issuers. He does not have any family relationship with any Director
Marketing Services Sdn Bhd (“Felda”) in 1981 where she was and/or major shareholder of the Company and there is no business
responsible for the export sales of palm oil and its downstream arrangement with the Company in which he has personal interest.
products. During her 7 years tenure with Felda, she successfully
developed the export market for 2 regions, namely Asia (including Other than traffic offences, Encik Nor Hishammuddin does not
Australasia) and the Middle East. Ms. Joyce Lee then joined have any convictions for offences within the past 5 years and
Seacourt Pty Ltd, Australia in 1988 as Marketing Director where particulars of any public sanction or penalty imposed by the
she was responsible to explore and create business opportunities relevant regulatory bodies during the financial year, if any.
as well as marketing of Malaysia’s palm oil and other liquid oil
products to Australian consumers. In 1990, Ms. Joyce Lee left
Seacourt Pty Ltd and co-founded CRSB where she was appointed
Managing Director of CRSB.
Other than traffic offences, Ms. Joyce Lee does not have any
convictions for offences within the past 5 years and particulars of
any public sanction or penalty imposed by the relevant regulatory
bodies during the financial year, if any.
PROFILE OF DIRECTORS
(continued)
Ms. Teh Bee Tein, female, aged 66, a Malaysian, was Mr. Kasinathan a/l Tulasi (“Mr. Sunther”), male, aged 64, a
appointed to the Board on 15 April 2009 as an Independent Malaysian, was appointed to the Board on 8 February 2011 as
Non-Executive Director. Currently, she is the Chairman of the an Independent Non-Executive Director and a member of the
Audit Committee and Risk Management Committee, and also Audit Committee.
a member of the Nomination Committee and Remuneration
Committee. He holds a Bachelor of Law (LL.B) degree with honours from the
University of London (External), and he is also a Barrister (Lincoln’s
Ms. Teh is a member of the Malaysian Institute of Accountants Inn). He started his career as a Legal Executive in Messrs Shah &
(MIA) and also a Fellow of the Association of Chartered Certified Burke, London and read in the chambers of Mr. Philip Waller QC
Accountants-United Kingdom. She has over 30 years experience in London. Mr. Sunther returned to Malaysia and was called to the
in public accounting practice, both in Malaysia and the United Malaysian Bar on 27 September 1991. Upon being called to the
Kingdom. She is currently the Managing Partner of B.T. Teh, Thiang Bar, he joined the legal firm of Messrs Sajali, Amier & Partners. In
& Co.-Chartered Accountants (Petaling Jaya), a partner of Thiang December 1992, Mr. Sunther resigned from Messrs Sajali, Amier
& Co.-Chartered Accountants (Klang) and the Managing Director & Partners to set up the partnership of Messrs A. Zahari Thulasi
of B.T. Teh Tax Services Sdn Bhd. now known as Messrs Affendi Zahari (“the Partnership”). Mr
Sunther resigned from the Partnership on 31 December 2019 and
She has no directorships in other public companies and listed currently a Consultant with Messrs Amir & Rajpal Ghai.
issuers. She does not have any family relationship with any
Director and/or major shareholder of the Company and there He is also currently a Board member of KUB Malaysia Berhad and
is no business arrangement with the Company in which she has Central Cable Berhad. He does not have any family relationship
personal interest. with any Director and/or major shareholder of the Company and
there is no business arrangement with the Company in which he
Other than traffic offences, Ms. Teh does not have any convictions has personal interest.
for offences within the past 5 years and particulars of any public
sanction or penalty imposed by the relevant regulatory bodies Other than traffic offences, Mr. Sunther does not have any
during the financial year, if any. convictions for offences within the past 5 years and particulars
any public sanction or penalty imposed by the relevant regulatory
bodies during the financial year, if any.
PROFILE OF DIRECTORS
(continued)
YBhg Datuk Haji Ariffin Bin Imat, aged 66, a Malaysian, was Mr. Fung Heen Choon (“Julian Fung”), male, aged 65, was
appointed to the Board as Independent Non-Executive Director appointed to the Board on 7 May 2014 as Non-Independent
on 6 March 2017. He is currently a member of Remuneration Non-Executive Director. On 28 February 2018, he was re-
Committee and Nomination Committee. designated as an alternate director to Ms. Lee Cheang Mei.
He graduated with BEc (Honours) in the field of Applied Economics, He is the co-founder and Executive Director of Continental
University Malaya in 1979, and served for 36 years in the public Resources Sdn Bhd (173543-U) (“CRSB”), a wholly-owned
sector. He started his career as an Administrative and Diplomatic subsidiary of the Company. He obtained his Bachelor of Arts
Officer, and was promoted to the State Development Officer in degree in Economics from North East London Polytechnic, United
1987, and served until he retired on 31 December 2015. Kingdom, in 1982. He has more than 21 years of experience in
the edible oils industry where his core competency is in operations,
He has extensive experience in the implementation and accounting and finance.
monitoring of Government 5-Year Plan development projects and
the implementation of special projects. He is also experienced Mr. Julian Fung began his career as an account assistant in
in managing the relationship and cooperation between central London’s E.F. Hutton Pte Ltd in 1984 and was responsible
agencies, ministries and state governments. for contract reconciliation and producing financial reports. In
1987, Mr. Julian Fung returned to Malaysia and joined Seccon
Throughout 36 years of service, has been awarded the Bintang Management Services Sdn Bhd as Manager and served the
Cemerlang Melaka (B.C.M), Ahli Mangku Negara (A.M.N) and company for a period of 3 years. Mr. Julian Fung was responsible
Panglima Mahkota Wilayah (P.M.W) by His Majesty the Yang Di- for the business development of the company as well as secretarial
Pertuan Agong in conjunction with Federal Territory Day in 2015. and management consultation services to its clients. Mr. Julian
Fung resigned from Seccon Management Services Sdn Bhd in
He has no directorships in other public companies and listed 1990 and co-founded CRSB where he was appointed Executive
issuers. He does not have any family relationship with any Director Director of CRSB, a position he continues to hold till today.
and/or major shareholder of the Company and there is no business
arrangement with the Company in which he has personal interest. Mr. Julian Fung is responsible for managing the administration
and factory operations of CRSB, including evaluation and
Other than traffic offences, he does not have any convictions for implementation of operational expansion plans, licensing, financial
offences within the past 5 years and particulars of any public strategies and cash flow as well as securing trade facilities and
sanction or penalty imposed by the relevant regulatory bodies financing from financial institutions.
during the financial year, if any.
He has no directorships in other public companies and listed
issuers. He does not have any family relationship with any Director
and/or major shareholder of the Company and there is no business
arrangement with the Company in which he has personal interest.
Other than traffic offences, Mr. Julian Fung does not have any
convictions for offences within the past 5 years and particulars of
any public sanction or penalty imposed by the relevant regulatory
bodies during the financial year, if any.
GROUP MANAGEMENT
TEAM’S PROFILE
Encik Megat Joha Bin Megat Abdul Rahman
Group Managing Director
(Please refer to page 4 of Profile of Directors)
GROUP MANAGEMENT
TEAM’S PROFILE
(continued)
Encik Azril Akmar Bin Attan Akmar, aged 43, male, a Malaysian, holds a Bachelor’s degree in Management (Accounting)
from Universiti Teknologi Malaysia and a Master of Science degree in Investment Management from Pace University,
New York.
He was appointed as a Director of Continental Resources Sdn Bhd (“CRSB”) on 17 September 2021. He was also appointed
as Chief Executive Officer of CRSB on the same date.
He served as the Financial Controller at Palmtop Vegeoil Products Sdn Bhd, a subsidiary of CRSB, from 2015 to 2021. Prior to
that he spent 16 years in various management and executive roles in different industries, including luxury retail and distribution,
oil & gas service provider, and infrastructure works.
Encik Azril Akmar is a graduate of Akademi Tentera Malaysia (now known as Universiti Pertahanan Nasional Malaysia) and
was a commissioned officer in the Malaysian Army. He was the recipient of the Sword of Honour in 2003, conferred by the
Yang Di-Pertuan Agong for best military performance. He was also the recipient of the Academic Prize for best academic
results during his studies at the academy.
He does not hold any directorships in other public companies and listed issuers.
Encik Azril Akmar is the son of Datin Mariam Prudence binti Yusof. Save as disclosed, He does not have any family relationship
with any Director and/or major shareholder of the Company and there is no business arrangement with the Company in which
he has personal interest.
Other than traffic offences, he does not have any convictions for offences within the past 5 years and particulars of any public
sanction or penalty imposed by the relevant regulatory bodies during the financial year, if any.
Encik Baharuddin Bin Basirun, aged 59, male, a Malaysian, was appointed as the Chief Operating Officer of Continental
Resources Sdn Bhd (“CRSB”) on 1 May 2015.
After obtaining a Diploma in Accountancy from Universiti Teknologi MARA (“UiTM”), Shah Alam, Malaysia, he began his
career in 1984, as an Assistant Accountant at Klang Port Authority. In 1986, he furthered his studies pursuing the Chartered
Institute of Management Accountant (CIMA) qualifications at the Accountancy Tutors, London, United Kingdom. In 1992, upon
his return to Malaysia, he joined the privatised Klang Port Management as an Assistant Accountant.
In 1995, he joined PDX Computers Sdn Bhd as a Senior Executive (Finance). Concurrently, he obtained his Bachelors of
Accounting from UiTM and in 1996, he joined Prolink Development Sdn Bhd, as an Assistant Manager (Finance).
In 1997, he joined Konsortium Logistic Berhad (“KLB”), as an Accountant and his last position with KLB was as its Vice President.
In 2004, he joined Ayamas Food Corporation Sdn Bhd (“Ayamas”), as a Senior Manager and in 2007 was promoted to the
position of Deputy General Manager (“DGM”) of KFC Manufacturing Sdn Bhd. His last position prior to joining the Company
was as the DGM of Ayamas. During his 10 years with the QSR Group, he successfully set-up the Logistics Division, warehouse
management system, re-engineering of its manufacturing system and production management system.
Currently, Encik Baharuddin is the Chief Operating Officer of the Edible Oil Products Division and is responsible for managing
the operations and financial of the Group’s Edible Oils Division including production planning, material planning, supply
chain management, quality management, licensing, financial strategies, cash flow, trade facilities and financing from
financial institutions and project manager for Enterprise Resource Planning (ERP) and Manufacturing Execution System (MES)
implementation.
He has no directorships in other public companies and listed issuers. He does not have any family relationship with any
Director and/or major shareholder of the Company and there is no business arrangement with the Company in which he has
personal interest.
Other than traffic offences, Encik Baharuddin does not have any convictions for offences within the past 5 years and
particulars of any public sanction or penalty imposed by the relevant regulatory bodies during the financial year, if any.
GROUP MANAGEMENT
TEAM’S PROFILE
(continued)
Mr. Foo Loke Yean (“Robert Foo”), aged 57, male, a Malaysian, is a Graduate Member of The Chartered Institute of Marketing
and Institute of Commercial Management, United Kingdom. After graduating he continued to pursue Advance Diploma in
Business and Management from West Glamorgan Institute of Higher Education, Wales, United Kingdom. Currently, he is a
member of Risk Management Committee of the holding company, C.I. Holdings Berhad.
Prior to joining Doe Industries Sdn Bhd [197701005750 (36788-T)] (“Doe”) in July 2001, he was with Hume Industries Berhad
– Concrete Division as Sales Manager from 1990 to 2001. He has 26 years’ experience in Building Material Industry.
He joined Doe in 2001 as Sales Manager later promoted in 2007 to General Manager – Sales and Marketing and
subsequently in August 2009 was promoted to Chief Executive Officer of Doe Group of Companies. He is overall in charge
of the Operation and Business Development of Tap ware and Sanitary Ware Division.
He has no directorships in other public companies and listed issuers. He does not have any family relationship with any
Director and/or major shareholder of the Company and there is no business arrangement with the Company in which he has
personal interest.
Other than traffic offences, Mr. Robert Foo does not have any convictions for offences within the past 5 years and particulars
of any public sanction or penalty imposed by the relevant regulatory bodies during the financial year, if any.
MANAGEMENT
DISCUSSION AND ANALYSIS
Overview Of Group’s Business And Operations
Company Profile
The Group is divided into two main divisions, being the Edible Oil Products Division and the Tap and Sanitary Ware Division.
The Edible Oil Products Division focuses on exporting vegetable-based edible oil and fat products in consumer pack form, while
the Tap and Sanitary Ware Division is generally involved in the trading and distribution of sanitary ware and tap fittings to the
property development and retail markets.
CRSB has three (3) plants based in Banting, Klang equipped with twenty three (23) packing lines with a rated packing capacity of
348,000 metric tonnes of edible oils per annum and thirty seven (37) oil tanks with a total tankage capacity of 4,000 metric tonnes.
CRSB also has sixteen (16) Jerry-Can (“JC”) blow-moulding machines with a monthly production capacity of 1 million units of jerry
cans in various sizes, i.e., 3L, 5L, 10L, 18L, 20L & 25L. Eleven (11) JC machines at Plant 2 and five (5) JC machines at Plant 3.
As CRSB manufactures its own jerry cans packaging material, there are cost savings of between up to 5% in terms of costs incurred
for purchasing packing materials and their logistics costs. These savings are either shared with our customers or serve to improve
our selling margins. These high-quality jerry cans are packed with cooking oil and exported with very minimal rejections and
customer complaints. Thus, CRSB is in a more competitive position amongst its competitors in the industry to increase profitability
and market share.
Palmtop, in turn, operates two (2) packing plants in Pasir Gudang, Johor which comprises of Palmtop Vegeoil Products Sdn Bhd
[199301012218 (266956-P)], PNC Oil Factory (Malaysia) Sdn Bhd [199501042433 (371637-V)] and Continental Palms Pte Ltd,
a sales & marketing office based in Singapore. It has fifteen (15) packing lines with a rated packing capacity of 316,000 metric
tonnes of edible oils per annum and thirty seven (37) oil tanks with a total capacity of 4,500 metric tonnes.
The division is committed to service and promote business partnerships with its retail outlets nationwide, leveraging Original
Equipment Manufacturer (“OEM”) partnerships with local and overseas brands and working closely with major developers and
government agencies to secure orders. It will also emphasise building materials to increase revenue and focus on stringent control
on quality for OEM/trading items. Under the respective brands, the division trades various types of building materials such as roof
tiles, wall and floor tiles, paint, kitchen appliances, precast concrete products and timber plywood through agents.
However, as the building materials industry is currently experiencing difficult times, there are plans to sell the Tap and Sanitary
Ware Division to any party that is keen to expand and tap into the hardware market totalling almost 1,000 dealers. The Group
will then channel all its effort and resources to further drive the edible oil business growth.
Vision
Our group strives to develop, enhance and create a comprehensive portfolio of consumer brands to enable the generation of
sustainable profit growth and reasonable investment returns to our shareholders.
Key Markets
Asia (including Australasia), Africa and the Middle East regions.
MANAGEMENT
DISCUSSION AND ANALYSIS
(continued)
Highlights of the Group’s Financial Information for the Past 5 Financial Years
Profit before Interest and Tax 128,897 127,873 63,584 45,934 58,395
Net Assets per share (RM) 2.03 1.74 1.41 1.30 1.30
Market capitalisation
(as at financial year end) 460.0 million 523.3 million 194.4 million 221.94 million 298.08 million
Revenue
The Group reported a significant increase in revenue of RM4.0 billion for the financial year ended 30 June 2022 (“FY2022”)
compared to the RM3.1 billion recorded in the preceding year’s financial year ended 30 June 2021 (“FY2021”) despite all the
ongoing uncertainties relating to the pandemic and unresolved global trade tensions.
This 29% increase in revenue was attributed to the over 50% increase in average olein prices despite the 12.7% drop in total
shipments of full container loads (“FCLs”) and the 6% strengthening of the USD against the RM.
Operating expenses incurred an increase from the previous reporting period. This is predominantly due to lower margins, higher
realised and unrealised forex losses and higher expected credit loss on financial assets.
Finance costs decreased by 24% from RM6.8 million to RM5.1 million in the reporting period. This is mainly due to lower utilisation of
trade facilities as part of our efforts to control finance costs by paying cash for certain capital expenditure, wherever possible.
MANAGEMENT
DISCUSSION AND ANALYSIS
(continued)
Assets: Inventories
There was an increase in inventories by 52%, from RM72.22 million in the previous financial year to RM109.64 million. This is in
proportion to the higher revenue and higher commodity prices recorded in the financial year under review.
The Group’s Edible Oil Products Division clocked in higher revenue with the global shortage of soft oil stocks which widened the
premium of olein prices. This came after Malaysia recorded higher exports when the world’s largest palm oil producer restricted
its palm oil exports due to several measures implemented plus the Russia-Ukraine war which disrupted the global supply chain of
sunflower oil, pushing up demand for palm oil as an alternative. Plus the average crude palm oil (“CPO”) price hiting a record
high of $1,800 per tonne in May 2022. This has undoubtedly benefited the Edible Oil Products Division in increasing sales
exports. As a result, most of our sales orders were done with immediate delivery contracts, which fetched premium pricing at
destination markets.
Malaysia’s Tap and Sanitary Ware market is expected to slow down over the forecast period. The sluggish building and
construction sectors has been severely affected due to the shortage of workers. The high prices for building materials caused
by increases in their basic material prices and higher freight and shipping costs have caused many contractors to renegotiate
their contracts with the property developers which have further delayed progress at sites. However, we still believe we can turn
around the division’s performance given our planned costs cutting measures coupled with the strong demand in the private housing
renovation, Do-It-Yourself (“DIY”) market as well as to the current Mass Rapid Transit (“MRT”) and Light Rail Transit (“LRT”) projects
which are ongoing albeit at a slow pace due to the unavailability of workers at site.
Despite all the challenges and uncertainties during the pandemic and now endemic phase, the Group is proud to state that we
have strived to protect the employees’ future by paying their full take-home salaries, annual bonuses and salary increments without
delay and with no pay cuts.
Operating Activities
Despite these challenging times, the Group is satisfied with the current period’s performance. The Group’s Profit Before Interest
and Taxation of RM128.90 million did not differ much from the RM127.87 million recorded in the previous period. This is due
to improved gross profit margins due to favorable selling margins at destination markets as a result of the sharp increases in
prices which resulted in increased immediate delivery contracts. The higher margins and prices are thus less susceptible to price
negotiations with the customers.
Aside from that, there were no further significant developments in the operating activities during the financial year.
MANAGEMENT
DISCUSSION AND ANALYSIS
(continued)
Country Risk
To a large extent, financial performance is dependent on political, economic and regulatory environment in the importing
countries. Any adverse developments may result in default of contracts, collection problems leading to bad debts and possible loss
of market share. The Group thus closely monitor the situation on a weekly and at times on a daily basis of the importing countries
to identify, plan and execute counter measures to mitigate such risks.
Future Prospects
The Edible Oil Products Division is focusing on expanding its customer base as it aspires to maintain a constant flow of reliable
customers from various markets. The Group is also striving towards achieving cost and operational efficiency in its daily operations.
This has resulted in CRSB undergoing a business model restructure which is expected to result in improved future earnings and
margins. Despite downward pressure on CPO prices, palm oil prices are likely to remain high in light of the tight overall edible
oils and fat supply internationally. At the same time, we are consistently focusing on improving margins for our own product
range, predominantly in our own palm olein house brands and non-oil products such as soap-related products, evaporated and
condensed milk and milk powder.
The Tap and Sanitary Ware Division aims to focus on transportation mega projects, healthcare and retail for better profitability.
The Government’s effort to improve intra city public transportation system provides an opportunity for the Division to expand its
market. Having supplied to MRT 2 and currently to LRT 3; these will strengthen the Division’s bid for the upcoming MRT 3 (31
stations) and the Bayan Lepas, Penang LRT (23 stations).
While increased construction of new hospitals and expansions during this endemic phase will provide growth for the Division’s
medical series tap wares and clinical series products. The Division’s good supply track record to hospitals nationwide, will be
an advantage when bidding for such projects. The Division is also investing more R&D efforts into developing products that are
suitable for the healthcare market to increase the profitability.
The retail industry for taps and sanitaryware is poised for better growth as consumers are getting more savvy in DIY skills at home.
The Division will be introducing products with the latest attractive designs and improving the packaging to enlarge this target
market. Online sales are also increasing from current registered portals such as Lazada and FB . The Division will be extending
its digital reach through other planned online sales portals as well. Besides targeting the end user, the Division is also offering
attractive packages to the retailers to increased revenue in the near future.
Dividend Policy
The Group has no dividend policy in place on the account of possible requirements of funds for future expansions and growth.
SUSTAINABILITY STATEMENT
Sustainability is an integral part of the Company and its subsidiaries’ (the “Group”) way of doing business and serves as a guiding coalition
to the decision making and development processes. The Group’s sustainability strategy is determined by the Board of directors, who
oversee corporate sustainability performance. The Group Managing Director oversees the implementation of the Group’s sustainability
approach and ensures that key targets are being met.
The Sustainability Statement outlines the overview of our sustainability practices and performance for the financial year ended 30 June
2022. This includes corporate governance, upholding stakeholders’ interests, promoting a safe, healthy, and harmonious working
environment for all our employees and contributing to the communities in which we operate. The Group recognises the importance of
embedding sustainability into the core strategy and its business operations as a source of competitive advantage to minimise risks as
well as to take advantage of business opportunities.
As the implications of COVID-19 reshape global economies and disrupt businesses, the need for a more comprehensive sustainability
strategy has never been more critical to our collective future. Sustainability offers an opportunity to drive top line economic and
social growth while maintaining long-term competitive advantage by ensuring minimal environmental impact. The Group’s sustainability
framework is focused on the evaluation of the economic, environmental and social risks and opportunities coexistent with the Group’s
corporate governance framework and corporate social responsibilities in line with Bursa Malaysia Securities Berhad’s Sustainability
Reporting Guide.
Materiality
The Group identifies and prioritises the sustainability issues that matter most to the business and stakeholders. An issue is material if two
conditions are met. Firstly, it impacts the business in terms of growth, cost, risks and/or trust. Secondly, it is important to the stakeholders
such as customers, employees, governments, investors, non-governmental organisations (“NGOs”) and suppliers.
In determining if an issue is material, the Group also considers if it is aligned with the Group’s Mission and Vision. The Group uses the
materiality assessment to identify priority sustainability issues across the value chain in ensuring the sustainability and continuity of our
business and reporting on the issues of most interest.
The Group has developed a list of relevant issues, based on the engagements with internal and external stakeholders. Among others,
the stakeholders considered in the development of the list were:
• Internal – Board of Directors, Group Managing Director, the management and employees.
• External – regulators and government authorities, suppliers, customers, NGOs, shareholders (retail and institutional) and community
Since then, the Group has established an ongoing process whereby emerging concerns raised by stakeholders during any engagement
will be documented and updated in the list.
The findings of the assessment have been plotted in the materiality matrix below based on their EES impact to the Group’s business, and
against their importance to both internal and external stakeholders.
SUSTAINABILITY STATEMENT
(continued)
The assessment yielded 9 material topics, (i) business strategy, (ii) product responsibility, (iii) occupational safety and health, (iv) customers,
(v) supply chain, (vi) environment, (vii) Governance and Ethics, (viii) employees and (ix) local community.
Business Strategy
The Group believes that the most vital part of a business lies within its core strategy. To ensure the smooth running of our operations and
adequate access to financing, we maintain strong relationships with our business partners, suppliers, and relevant authorities.
The Group’s revenues are highly dependent on export sales; therefore, it is important we acknowledge that any lower export sales due
to competitive pricing abroad will impact the bottom line and erode market share. In an effort to reduce costs and improve margins, the
Group constantly seeks to secure competitively priced materials.
Product Responsibility
Customer satisfaction is the Group’s number one priority. We are committed to providing products that meet all regulatory, safety, and
quality standards in order to fulfil our customers’ requirements while ensuring that our suppliers share the same philosophy. Quality
management systems have been implemented to monitor and control the processes from planning and development to production and
after-sales service to comply with all stipulated standards.
The Group’s Edible Oil Products division continuously ensures that it conforms to the various food and quality standards imposed by the
respective Government agencies and licensing bodies in Malaysia and the importing countries. It also adheres to the stringent food
and quality standards set by its customers.
SUSTAINABILITY STATEMENT
(continued)
These certifications set out procedures to ensure that the products are safe for consumption.
In addition, to promote the growth and use of sustainable oil palm products through credible global standards and engagement of
stakeholders, the Edible Oil Products Division has become a member of the Roundtable on Sustainable Palm Oil (“RSPO”).
The health and safety of our employees, partners, and local communities have always been a top priority. All employees must
participate in safety training and exercises to establish a satisfactory level of performance. We make sure that the importance of training
is understood by all employees while ensuring that the safety training is regularly updated to create a safe and secure workplace. This
includes regular morning briefings to production workers, regular inspections on safety equipment, and regular maintenance of the
machinery and facilities. Annual inspections by the fire department are performed to assess and mitigate potential fire and life-safety
hazards. The Group is also adequately insured to minimise any economic impact “loss” in the case of an unfortunate event.
The Health and Safety Committee is tasked to ensure a safe and healthy working environment. Safety policies have been prepared
and are being effectively implemented. The health and safety officer is certified by the National Institute of Occupational Safety and
Health (“NIOSH”). The committee has also undergone the Chemical Health Risk Assessment (“CHRA”), the Noise Mapping, the Medical
Exposure Monitoring, and the audiometric tests according to Occupational Safety and Health Act (“OSHA”) 1994.
The Group did not receive any penalties related to occupational health and safety from relevant authorities in the current reporting year.
There were also no workplace fatality cases reported in the Group.
As Malaysia starts its recovery from COVID-19, most organisations are returning to work. Health, safety and wellbeing cannot be taken
for granted. In the ‘New Normal’, the Group has formulated plans around emerging risks to ensure the health and safety of the Group’s
stakeholders, primarily our employees, supply chain and customers. We have considered what a COVID-safe workplace looks like and
how it can be effectively managed. This has been proven successful upon minimisation of our employees’ risk exposure to COVID-19.
The Group has focused its efforts on prompt and clear communication on the strict and effective Standard Operating Procedures (“SOP”)
and best practices as recommended by the Ministry of Health and the World Health Organisation to employees. Workplace exposure
is also monitored, particularly with the mandated wearing of face masks and the increased frequency of cleaning and sanitisation of
premises. All foreign workers’ living quarters and accommodations are COVID-19 compliant and are being regularly inspected by the
Malaysia’s Ministry of Health. This is consistent with Majlis Perbandaran officials and the National Security Council (“NSC”) directives.
As a result, the Group has been allowed to operate without any closure notice since the pandemic arose. This further emphasises the
commitment of our team as well as cooperation of all parties amongst our operational factories.
SUSTAINABILITY STATEMENT
(continued)
Customers
The main customers of the Group are based abroad. It is evident that the Group’s businesses are highly likely to be jeopardised in the
case of any political or economic instability from the importing countries. The critical sustainability issues identified in this category are
non-payment and default of contracts, foreign exchange risks, and the shortage of USD currency in the importing countries.
To mitigate such risks, the Group continuously monitors the customers’ credit performance and deploys hedging instruments such as
foreign currency forward contracts to cover incoming remittances from the sales contracts. The Group is also becoming less dependent
on sales from any particular countries or regions by spreading sales exposures across many countries and areas to diversify, reduce
and minimise the potential financial impact.
Supply Chain
The Group will face the risk of a production halt if the materials supplies cease to arrive, incur extra costs in terms of overtime, delay
delivery to port (special service request/SSR) and short ship (delays to next shipment).
To mitigate supply chain disruptions risk, the Group monitors the suppliers’ credit limits, credit terms and stock’s availability on a daily
basis. The Group also maintains good rapport with all suppliers to ensure smooth day-to-day operations which may disrupt production
schedules and deliveries. During this endemic period, it is inevitable that there will be the risk of supply shortages and the Group realises
the importance of engaging a few suppliers and is taking strong precaution to not overly rely on a few suppliers for the delivery of its
raw materials.
Environment
The Group actively minimises its business operations’ impact on the environment and manages them in the following areas; raw material
and energy utilisation, waste management, and supply chain optimisation.
The Group has implemented an ongoing product wastage elimination program. We practice product and packaging design optimisation
to reduce raw material wastage and utilisation while also specifying into recycled packaging products. The Group also aims to conserve
energy and production inputs through optimisation of its production processes. All waste management programs are consistent with the
regulations outlined by the Department of Environment.
The Group also promotes its extensive range of water conservation products to help its customers conserve water and energy, which
conform to Malaysia’s Green Building Index (“GBI”) and Singapore’s Water Efficiency Labelling Scheme (“WELS”).
On the supply chain management front, the Group prioritises ISO 14000 (Environmental Management System; EMS) certified suppliers.
The Group’s edible oil products division has also implemented the appropriate procedures to minimise production wastage. Oil
leakages resulting from dented tins, jerry cans, and spoilt PET bottles are rejected and sent to the rework area. The salvaged oil spillage
is then transferred into a dedicated bullet tank and subsequently filtered into a storage tank. Subsequently, any remaining oil spillage will
then flow into the drain and will eventually be collected by the oil trap system and disposed-off only as sludge oil to approved buyers.
Additionally, recyclable items such as rejected jerry cans, PET bottles, plastics, shrink wraps, caps, inserts, carton boxes, and wooden
pallets are then sent to the disposal area for collection by approved buyers and sold as scrap items.
The Group has also established and enforced the Anti-bribery and Corruption (“ABC”) Policy to create awareness and prevent
corruption cases from occurring. Workshops have been conducted with the Group’s subsidiaries on the Provision on Corporate Liability
(amendment of Section 17A) under the Malaysian Anti-Corruption Commission Act 2009. The purpose of the provision is to criminalise
an organisation if any associated person commits corrupt practices. All complaints are investigated, and such breaches may lead to
disciplinary measures, including dismissal. There were zero recorded cases of corruption as defined under the Provision for the current
reporting year.
A Code of Conduct and Ethics, Whistle Blowing Policy and ABC Policy are included in both our employee handbooks and on our
website —www.cih.com.my— sets out the standards of conduct and personal behaviour which our directors and employees are
required to observe. This is to ensure that the Group’s commitment is upheld.
SUSTAINABILITY STATEMENT
(continued)
Important to the Group and its stakeholders are the accuracy, transparency and timeliness of financial reporting to assist in efficient
decision making. The Group reports its financial performance on a consolidated basis. It engages its stakeholders regularly through
quarterly results announcements and investor updates to keep our shareholders and the investment community updated. The Group’s
financial and operational information can be found on our website, www.cih.com.my.
Employee
The Group recognises its employees as its greatest assets being a major contributor towards achieving the Group’s vision. Consistent with
Malaysia Employment Act 1955 and their collective agreements, the Group prioritises employees’ welfare and personal development
by providing all employees with a rewarding, healthy, safe, and fair workplace. There are no breaches of these regulations for the
current reporting year.
All potential candidates are provided equal employment opportunities to be part of the Group. The Group commits to upholding strong
corporate values and we do not practice discrimination in gender, age, race, religion, culture, or nationality in our recruitment process.
An inclusive workplace is where we acknowledge and respect diversity. We are committed in creating an inclusive environment where
everyone belongs, is valued and is respected. Together we deliver greater outcomes in growing holistically to evolve into a bigger, more
dynamic organization. Chart below shows:
The Group offers their employees a range of benefits. These include an inclusive workplace as well as competitive salaries alongside
benefit packages. Having an employee retention strategy plays a vital role in both attracting and retaining key employees, as well
as in reducing turnover especially in local general workers, resulting in disruption of operations, loss of productivity, and increases in
production costs.
The earlier pandemic had severely impacted many industries in the country with the outbreak of new variants with many companies
implementing cost saving measures including but not limited to salary reductions, no-pay leave, job cuts, or other drastic measures.
However, the Group is proud to announce that we are committed to protect the employees’ future by paying their total take-home
salaries, annual bonuses and salary increments without delay, with no pay cuts whilst not resorting to any employee lay-offs.
This has been consistently demonstrated with excellent cooperation and teamwork between management and employees. As anxiety
about the future intensified, the group fosters to maintain high employee morale during such challenging times. It is important to remember
that the Group assured job security to all its employees.
Local Community
Making a proactive contribution to our communities and wider society has always been fundamental to the Group and the way
we do business. We are a socially aware organisation, continually looking to create shared values including improving the quality
and wellbeing of society. This is embedded within our core values, identity, and culture. Initiatives include sponsorship programs,
philanthropic activity and donation campaigns.
To us, a responsible firm creates positive impact on local community. Year after year, we are dedicated to contributing to society in the
best possible way. We are constantly seeking ways to improve and deepen the impacts of our corporate social responsibility, across all
aspects of our business. We care about the general welfare of the community; this includes promoting water conservation and proper
disposal of industrial waste into common drainage to preserve the surrounding environment.
The Group fulfil its responsibilities to the local community through corporate giving initiatives. We are committed to supporting our
community, making positive contributions through our donations. In January and March 2022, via our Edible Oil Products Division,
we donated 10,087 bottles of 1-liter cooking oil to Taman Maluri community hall in conjunction with the “Bantuan Prihatin
Titiwangsa” programme.
SUSTAINABILITY STATEMENT
(continued)
Our commitment to creating a positive impact begins with commitment to driving societal impact through contributing to a sustainable
and prosperous future for our local community. Many charities and not for profit (“NFP”) organisations face challenges associated with
funding. Yayasan Bena Nusa, who have been actively assisting the poverty-stricken communities since 2011 and particularly so during
this tough pandemic/endemic time received a combined total of RM255,000 donations in April 2022. Of the RM255,000 donation,
RM250,000 was given to the poor and underprivileged area while the remaining RM5,000 was channelled to distribute warm cooked
Iftar (Breaking fast) meals to individuals, who rely on Iftar food donations to break their fast during the month of Ramadhan.
This past year has been uniquely challenging and as our Group, people and community emerge, we are committed to building a
better normal. In April 2022, RM10,000 was donated to Yayasan Ehsan Seputeh to help provide immediate relief to 150 individuals
impacted by the COVID-19 pandemic.
Conclusion
The Group aspires to be a responsible corporation that contributes towards the nation’s agenda for sustainable development. Our
enthusiasm and commitment have enabled us to progress forward this year and we will continue to embed sustainability into our business
strategy, making it inherent within our Group’s culture.
As we further align our decisions and policies, we will be better equipped to meet the challenges of today and those of the future.
We are confident that our people, processes and values will meet these demands, and that we will deliver beyond expectations in the
coming years.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Directors (the “Board”) of C.I. Holdings Berhad (“CIH” or “the Company”) is committed in ensuring that the Company
and its subsidiaries (the “Group”) practise a high standard of corporate governance in discharging its responsibilities to enhance
shareholders’ value and financial position of the Group.
The Board continues to review its existing corporate governance practices and policies throughout the Group in ensuring full application
of key corporate governance principles as set out in the Malaysian Code on Corporate Governance 2021 (“MCCG”).
This statement which is made pursuant to paragraph 15.25 of the Main Market Listing Requirements (“Listing Requirements”) of Bursa
Malaysia Securities Berhad (“Bursa Securities”), sets out the manner in which the Group has applied the principles and recommendations
of MCCG. It must be read together with the Corporate Governance Report published on CIH’s website at www.cih.com.my.
I. Board Responsibilities
The Board is cognizant of its responsibilities by ensuring proper control of the economics and financial management of the
Company and validates the strategic directions proposed by the Management for implementation.
The Board acts in the best interests of CIH, honestly, fairly and diligently and in accordance with the duties and obligations
imposed upon it by Constitution of the Company and the law.
The Board also serves as a panel to provide effective guidance on the assessment of principal risks and the appropriate
systems to manage these risks, as well as to review the adequacy and integrity of the Company’s internal control system in
safeguarding shareholder interests and the Company’s assets.
The Board’s role and responsibilities include but are not limited to the following:
• Setting and reviewing the objectives, goals and strategic plans for the Group with a view to maximising shareholders’ value.
• Adopting and monitoring progress of the Company’s strategies, budgets, plans and policies.
• Overseeing the conduct of the Group’s businesses to evaluate whether the businesses are properly managed.
• Identifying principal risks of the Group and ensuring the implementation of appropriate systems to mitigate and manage
these risks.
• Considering Management’s recommendations on key issues including acquisitions, divestments, restructuring, funding and
significant capital expenditure.
• Implementing succession planning for senior management.
• Reviewing the adequacy and integrity of the Group’s internal control systems and management information systems.
To ensure the effective discharge of its functions and responsibilities, the Board has in place, business authority limits which sets
out relevant matters which the Board has delegated to the Management Team led by the Group Managing Director (“GMD”).
These authority limits are reviewed and revised as and when required, to ensure an optimum structure for efficient and effective
decision-making in the Group.
There is a schedule of matters reserved specifically for the Board’s decision, including the conflict of interest issues relating to
a substantial shareholder or a Director, material acquisitions and disposition of assets not in the ordinary course of business,
investments in Capital projects, authority levels, treasury policies, risk management policies as well as key human resource
issues. The Executive Directors and the Management are tasked to ensure compliance with this. These authority limits are
reviewed and revised as and when required, to ensure an optimum structure for efficient and effective decision-making in the
Group. The Business Authority Limits for all the subsidiaries were last reviewed and updated on 21 September 2016 with the
approval from the Board.
It is also the Directors’ responsibility to declare to the Board whether they have any potential or actual conflict of interest in
any transactions or in any contract or proposed contract with the Company or any of its related companies. Where issues
involve conflict of interest, the Directors will abstain from discussion and voting on the matters as well as abstain from any other
decision making process in relation to these transactions.
The Board delegates certain responsibilities to the Board Committees, all of which operate within defined terms of reference.
The roles of the Chairman and GMD remain separate and distinct. The Chairman plays an important leadership role and is
responsible for:
• Leading the Board in setting the values and standards of the Company;
• Maintaining a relationship of trust with and between the Executive and Non-Executive Directors;
• Ensuring the provision of accurate, timely and clear information to Directors;
• Ensuring effective communication with shareholders and relevant stakeholders;
• Arranging regular evaluation of the performance of the Board, its Committees and individual Directors; and
• Facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations be maintained between
Executive and Non-Executive Directors.
ANNUAL REPORT 2022
C.I. HOLDINGS BERHAD 197801000889 (37918-A) 23
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
The Chairman, in consultation with the GMD and the Company Secretaries, sets the agenda for Board meetings and ensures
that all relevant issues are on the agenda. He ensures that all Directors are properly briefed on issues arising at Board meetings,
sufficient time is allowed for the discussion of complex or contentious issues and, where appropriate, arranging for informal
meetings beforehand to enable thorough preparation for the Board discussion, the issues discussed are forward looking and
concentrates on strategy, every Board resolution is put to vote to ensure the will of the majority prevails and that all Executive
Directors look beyond their executive functions and accept their full share of responsibilities on governance.
The Company is committed to the highest standards of ethics and business conduct and has set in place a Code of Conduct
which governs employees conduct and behaviour in carrying out their duties and responsibilities in the day-to-day business
operations. The Code of Conduct outlines minimum standards expected of employees in dealing with conflicts of interest, supplier
relationships, interests in competitors, external businesses or activities, transactions with the Company, use of the Company’s
property or information, disclosure of information, personal or romantic relationships, laws and regulations, condonation,
business records, illegal or questionable payments and supplier obligations.
The Board Charter was last revised and updated on 23 August 2022 to be in line with MCCG and Listing Requirements, sets
out inter alia, the roles and responsibilities of the Board and Board Committees, the procedures for convening Board meetings,
financial reporting, investor relations and shareholder communication. The Charter which serves as a source of reference for
Directors, will be reviewed and updated periodically in accordance with the needs of the Company and any new regulations
that may have an impact on the discharge of the Board’s responsibilities. The Charter includes a standalone Fit and Proper
Policy which had been put in place to be in line with the Listing Requirements.
The Board Charter and Fit and Proper Policy are made available for reference at the Company’s website at www.cih.com.my/
investor-relations/corporate-governance.
An Employee Handbook, which was adopted by the Group includes the Employee’s Code of Conduct and Whistleblowing
Policy, which is intended to cover protection for staff who raise concerns in relation to irregular and unlawful practices.
In addition to the Code of Conduct, a Whistle Blowing Policy has been put in place. The existence of the whistle blower policy
provides a mechanism and offers protection for employees to report matters such as financial malpractice or impropriety or
fraud, failure to comply with legal obligations or statutes, dangers to health and safety or the environment, criminal activity,
improper conduct or unethical behaviour or any attempts to conceal any of the above. The protection of the employee who
report breaches and non-compliances is in line with the Public Interest Disclosure Act which came into effect in 1999. The policy
is disseminated to subsidiaries and is available for access by employees.
This policy is designed to enable employees of the Company to raise concerns internally and at a high level and to disclose
information which the individual believes shows malpractice or impropriety. This policy is intended to cover concerns which
are in the public interest and may at least initially be investigated separately but might then lead to the invocation of other
procedures e.g. disciplinary. These concerns could include:
The employees are guided by the Whistleblowing Policy when relying any information in relation to the abovementioned in
writing to designated persons stated in the said policy. Upon receipt of report made together with available evidence, the
investigator is tasked to investigate and take all reasonable steps to ensure that investigations regarding the report and disclosure
are carried out fairly, unbiased and with due regards to the principles of nature justice. The investigator will report the outcome
of the investigation to the GMD or Chairman.
In addition, subsequent to the introduction of Corporate Liability Provision for bribery and corruption under Section 17A of the
Malaysian Anti-Corruption Commission Act 2009 (“MACC Act”), the Board has in 28 May 2020 approved the adoption
of the Anti-Bribery and Corruption (“ABC”) Policy which sets out the policies and procedures towards compliance with the
MACC Act. The ABC Policy will be reviewed periodically to assess its effectiveness, and in any event, at least once every
three (3) years.
The details of the ABC Policy and Whistleblowing Policy are available on the Company’s website at www.cih.com.my/
investor-relations/corporate-governance.
The Board members have full access to the two (2) Companies Secretaries, both are professionally qualified, who play an
advisory role to the Board in relation to the Company’s Constitution, Board’s policies and procedures as well as compliance
with the relevant guidelines, regulatory and statutory requirements, corporate governance and best practices.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
The Company Secretaries are also responsible in organising and attending all Board and Committee Meetings, ensuring
adherence to board policies and procedures and that all statutory records are well maintained at the registered office of the
Company. The Company Secretaries also ensures that the deliberations and decisions made at the Board and Committee
Meetings are well captured and minuted.
As at 30 June 2022, the Board has ten (10) members, comprising one (1) Executive Director and nine (9) Non-Executive
Directors, of which four (4) of the Non-Executive Directors are Independent Directors, four (4) are Non-Independent Non-
Executive Directors and one (1) Alternate Director. This complies with the Listing Requirements of at least two (2) or one-third
(1/3) of the Board to be independent.
During the financial year ended 30 June 2022, six (6) Board meetings were held to review the Group’s operations, to approve
the quarterly financial results, year-end financial statements and other matters such as the business plan, the direction of the
Group, new investment and business proposals. A summary of the attendance of each Director at the Board meetings held
during the financial year under review is as follows:-
No. of Board
Directors Designation
Meetings Attended
Chairman, Non-Independent
Datuk Seri Johari Bin Abdul Ghani 6/6
Non-Executive Director
Megat Joha Bin Megat Abdul Rahman Group Managing Director 6/6
Nor Hishammuddin Bin Dato’ Mohd Nordin Senior Independent Non-Executive Director 6/6
The Independent Directors provide independent judgment, objectivity and check and balance on the Board. This is to protect
the interests of shareholders, employees, various other stakeholders and the communities where the Company operates.
The Board takes cognisant of the recommendation to have gender diversity on the Board and will through its Nomination
Committee (“NC”) take steps to ensure that women candidates are sought as part of its recruitment exercise. Currently, the
Company has three (3) women directors achieving its target of at least 30% of women participation on the Board.
In maintaining the effectiveness of the Board and the independence of Independent Directors, the Board through its NC
performs annual assessment in order to review that the Board as a whole and to ensure that individual director performed
effectively in discharging their functions and duties as well as to mitigate risks arising from conflict of interests or undue influence
affecting their independence. The assessment is conducted via the Assessment Sheet for each of the Board and the Independent
Directors of the Company. The assessment on independence serves as a form of attestation by the Independent Directors that
they are able to exercise independent judgment, impartiality and objectivity in the best interest of the Company.
In determining the succession planning for the members of the Board, the NC ensures that each nominated candidate has
comprehensive job description covering experience, qualifications and core competencies required of a director and taking
into account the existing skills and expertise of the Board and the anticipated time commitment required before recommending
the appointment as Director to the Board for approval.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
Succession planning for the GMD, Executive Directors, Chief Executive Officer of the Group and key management personnel is
deliberated on by the NC and thereafter makes necessary recommendation to the Board for their consideration and approval.
Whilst succession planning for other Senior Management positions is determined by a structured process led by the Human
Resource Department and endorsed by the GMD of the Company, Executive Directors and/or Chief Executive Officer of
the subsidiaries.
The Board, with the support from Company Secretaries would assessed the training needs of each director. The Directors of the
Company attended and participated in various trainings, seminars and forums organised either externally or internally by the
Company in areas of finance, tax, accounting and regulatory updates. Members of the Board constantly, on their own initiatives
update themselves on the development of the aforesaid by way of reading related literatures and publications on the same.
Some of the development and training programmes attended by Directors for the financial year ended 30 June 2022 were
as follows:
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
MIRA Webinar:
- SC Guidelines on Conduct of Directors Malaysian Investor Relations
and Implications to both the Directors Association Berhad 23 September 2021
and Management. (“MIRA”)
Kasinathan a/l Tulasi
Environment, Social and
Governance (ESG) In-house 29 March 2022
- Terminology, Principles and Structure.
MIRA Webinar:
Datuk Haji Ariffin - SC Guidelines on Conduct of Directors
MIRA 23 September 2022
Bin Imat and Implications to both the Directors
and Management.
III. Remuneration
The Board believes in a competitive and transparent remuneration framework that supports the Directors’ and Senior Management’s
responsibilities and fiduciary duties in managing the Group to achieve its long term objective and enhance stakeholders’ value.
The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the relevant
experience and expertise to govern the Group effectively. In the case of Executive Directors, the remuneration is structured to
link rewards to corporate and individual performance based on key performance indicators. For Non-Executive Directors, the
level of remuneration reflects their experience and level of responsibilities.
Non-Executive Directors
Defined Other
Contribution Emoluments/ Benefits
Salary/Fees Bonus Total
Name Plan – EPF Allowances In-Kind
(RM’000) (RM’000) (RM’000)
(RM’000) (RM’000) (RM’000)
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
Executive Directors
Defined Other
Benefits
Salary/Fees Bonus Contribution Emoluments/ Total
Name In-Kind
(RM’000) (RM’000) Plan – EPF1 Allowances (RM’000)
(RM’000)
(RM’000) (RM’000)
1 Inclusive of Company’s contribution to employee provident fund and social security organisation contribution.
² Bonus for the financial year ended 30 June 2022 inclusive of employee provident fund.
* Ms. Lee Cheang Mei, Mr. Fung Heen Choon and Dato’ Sukumaran s/o Ramasamy are executive directors of the subsidiaries
and their remuneration are paid out of such subsidiaries.
The remuneration (including salary, bonus, allowances, benefits-in-kind and other emoluments) of top five (5) key Senior
Management personnel on a named basis during the financial year in bands of RM50,000 are set out below:-
The disclosures on Practise 7.1 to 7.3 and 8.2 of the MCCG are disclosed in the Corporate Governance Report.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
I. Audit Committee
The Audit Committee (“AC”) comprises three (3) members, all of whom are Non-Executive Directors and is chaired by and
Independent Non-Executive Director. They are:-
Members Designation
The role of the AC is to support the Board in overseeing the processes for production of the financial data, review the financial
reports and the internal control of the Group.
The Chairman of the AC is not the Chairman of the Board ensuring that the impairment of objectivity of the Board’s review of the
AC findings and recommendations remain intact. The AC assesses the performance (including independence) and recommends
to the Board annually the appointment or re-appointment of the External Auditors guided by the factors as prescribed under
Paragraph 15.21 of the Listing Requirements of Bursa Securities. The External Auditors confirmed that they are and have been
independent throughout the conduct of the audit engagement in accordance with the independence criteria set out by the
Malaysian Institute of Accountants. The Audit partner in-charge of a public listed company would be rotated (within the audit
firm) every seven (7) years to ensure independence of audit.
The composition of the AC is reviewed by the NC annually and recommended to the Board for approval. In safeguarding an
independent and effective AC whilst taking guidance from the MCCG, the membership for AC consists at least one (1) member
who is financially literate and possesses appropriate level of expertise, experience and strong understanding of the Group’s
business.
The AC had met with the external auditors twice during the financial year ended 30 June 2022 without the presence of the
Management to discuss any key areas or issues which require the attention of the AC and Board. All members of the AC
undertake continuous professional development to keep themselves abreast with the relevant developments in accounting and
auditing standards, practices and rules.
The Terms of Reference of AC sets out its rights, duties, responsibilities and criteria on the composition of AC, which includes
former key audit partner of the Group to observe cooling-off period of at least two (2) years before being able to be appointed
as member of AC.
The Board, with the recommendations of the AC, will ensure that all quarterly announcements and annual reports present a
balanced and understandable assessment of the Group’s financial position and prospect.
The detailed roles, functions, responsibilities and summary of work done by the AC during the financial year ended 30 June
2022 are as set out in the AC Report of this Annual Report.
The internal audit function of the Group is performed in-house and reports to the AC directly in order to ensure that the
independence of the Internal Audit Department is preserved.
The details of the Risk Management and Internal Control Framework are set out in the Statement on Internal Control and Risk
Management of the Annual Report.
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(continued)
In providing this assurance, the Internal Audit Department carries out regular audit activities in accordance with its annual audit
plan to review the adequacy and integrity of internal control systems and to identify opportunities for improvement in operational
efficiency. The AC reports to the Board on its activities, significant audit results or findings and necessary recommendations or
actions needed to be taken by management to rectify those issues.
The internal audit function adopts a risk-based approach and prepares its audit plans based on significant risks identified.
The internal audit provides an assessment of the adequacy, efficiency and effectiveness of the Group’s existing internal control
policies and procedures and provides recommendations, if any, for the improvement of the control policies and procedures.
The results of the audit reviews are presented and discussed during the AC meetings. Management is responsible for ensuring
that the necessary corrective actions on reported weaknesses are taken within the required time frame. The action plans
are reviewed and followed up by the internal audit function on a periodical basis to ensure the recommendations are
effectively implemented.
The internal audit plan for each financial year will be approved by the AC and stipulates, amongst others, the internal auditors’
role, scope and authority, organisation status and reporting structure, independence and objectivity and responsibilities.
The Board acknowledges that risk management is an integral part of good governance. Risk is inherent in all business activities.
It is however, not the Group’s objective to eliminate risk totally but to provide structural means to identify, prioritise and mitigate
the risks involved in all the Group’s activities and to balance between the cost and benefits of managing and treating risks, and
the anticipated returns that will be derived therefrom.
In addition to published annual report and quarterly results announced to Bursa Securities, the Company has a website at
www.cih.com.my from which investors and shareholders can access for information about the Group. Any enquiries may be
directed to this email address, [email protected].
While the Company endeavours to provide as much information as possible to its shareholders and stakeholders, it is mindful
of the legal and regulatory framework governing the release of material and price-sensitive information.
Notices of general meetings with sufficient information of business to be dealt with thereat are also published in one national
newspaper to provide for wider dissemination of such notice to encourage shareholder participation. At the general meetings,
shareholders have direct access to the Board and are encouraged to participate in the question and answer session.
Resolutions will be voted by way of poll as required under the Listing Requirements of Bursa Securities, and the Company
will make an announcement on the detailed results to Bursa Securities.
In order to help the effort of the Government of Malaysia to curb the spread of coronavirus disease (“COVID-19”) in year
2021, the Group had on 27 October 2021 successfully conducted its Forty-Third AGM entirely via remote participation and
electronic voting. This is in accordance to Section 327 of the Companies Act 2016 and the Constitution of the Company
which allows for General Meetings to be held using any technology or electronic means.
In facilitating greater participation by shareholders at AGMs of the Company, CIH will continue to explore possible means
of leveraging the technology such as to conduct general meetings using electronic communication devices and appointment
of proxy via electronic means as stated in the Company’s Constitution.
This Corporate Governance Statement was approved by the Board of CIH on 23 August 2022.
AUDIT
COMMITTEE REPORT
The Board of Directors (“the Board”) is pleased to present the Audit Committee Report and its activities held throughout the financial
year ended 30 June 2022 in compliance with Paragraph 15.15 of the Main Market Listing Requirements (“Listing Requirements”)
of Bursa Malaysia Securities Berhad (“Bursa Securities”).
The AC held five (5) meetings during the financial year ended 30 June 2022. The Group Managing Director and the Head
of Internal Audit attended the AC meetings upon invitation. Other senior management personnel of the Group also attended
the meetings upon invitation by the AC, as and when necessary. The Company’s external auditors attended three (3) meetings
during the financial year where they were invited to discuss matters relating to the statutory audit. They were also given the
opportunity to raise areas of concern without the presence of the Management.
The Chairman of the AC undertakes a continuing process of engagement with the senior executives of the Company and the Group
as well as the external auditors so that the AC is kept up-to-date with all important issues affecting the Company and the Group.
During the year, the AC members attended conferences, seminars and training programmes relevant to their roles
and responsibilities.
The AC has the authority to examine specific issues and report to the Board with its recommendation. The final decision on all
matters, however, lies with the entire Board of the Company.
2. Terms Of Reference
The Terms of Reference of the AC are aligned with the Listing Requirements of Bursa Securities, recommendations of the
Malaysian Code on Corporate Governance 2021 (“MCCG”) and relevant best practices. Necessary revisions will be made
to the Terms of Reference to be in line with the amendments of the Listing Requirements of Bursa Securities.
The Terms of Reference of the AC was last reviewed and updated on 23 August 2022 and is made available on the Company’s
corporate website at www.cih.com.my/investor-relations/corporate-governance.
3. Activities Of The AC
In discharging its duties and responsibilities, the AC had undertaken the following activities and work during the year:-
The AC is delegated with the responsibility to ensure that the Group’s statutory accounts are fairly stated and conform to
the relevant regulations and acceptable accounting standards.
The AC focuses particularly on changes in or implementation of major accounting policies, significant and other legal
requirements before recommending them for approval by the Board for announcement to Bursa Securities.
In review of the annual audited financial statements, the AC had discussed with Management and the External Auditors
the accounting principles and standards and the judgements of the items that may affect the financial statements as well as
issues and reservation arising from the statutory audit.
(b) Reviewed the application of corporate governance principles and the extent of the Group’s compliance with the
recommendations set out in the MCCG in conjunction with the preparation of the Corporate Governance and Risk
Management and Internal Control Statements.
AUDIT
COMMITTEE REPORT
(continued)
(c) Pursuant to Sections 131 and 132 of the Companies Act, 2016, a Company may only make a distribution to shareholders
out of profits of the company if the company is solvent.
In this regard, the AC considered the quantum and cash flow impact of dividend payment. The AC reviewed the Statement
of Assets and Liabilities as well as Cash Flow Statement to ensure that the Company meets the solvency requirements before
the distribution of profits was recommended to the Board for approval.
(d) Reviewed the Transparency Report 2020 by Messrs BDO PLT and noted that the requirements of the said report include (1)
audit firm’s legal and governance structure; (2) measures taken by the audit firm to uphold audit quality and manage risks;
and (3) Audit Quality Indicators over a 3-year period.
The AC also took note that the assessment of the competence, audit quality and resource capacity of the external auditors
in relation to the audit and the information presented in the Transparency Report should also be considered in guiding the
decisions on the appointment and re-appointment of the external auditors as set out under Guidance 9.3 of MCCG 2021.
External Audit
(a) Reviewed the independence status and performance of the External Auditors for the financial year ended 30 June 2021.
The AC carried out an annual assessment on the performance of External Auditors covering areas such as calibre, quality
processes, audit team, audit scope, audit communication, audit governance and independence as well as the audit fees
of the External Auditors.
The AC also ensured that the Company obtained written assurance from the External Auditors confirming their independence
throughout their term of engagement for the financial year.
Having satisfied with the independence, suitability and performance of Messrs BDO PLT, the AC recommended to the
Board for approval of the re-appointment of Messrs BDO PLT as External Auditors for the ensuing financial year end of 30
June 2022 at its meeting held last year on 25 August 2021.
(b) Discussed and considered the significant accounting adjustments and auditing issues arising from the interim audit as well
as the final audit with the External Auditors.
During the year under review, the AC had two (2) independent meetings with the External Auditors without the presence of
Management to discuss any problems/issues arising from the final audit and the assistance given by the employees during
the course of audit by External Auditors. The AC was pleased to report that there was no significant matter of disagreement
that arose between the External Auditors and Management.
(c) Reviewed the External Auditors’ audit plan for the financial year end of 30 June 2022, outlining the audit scope, methodology
and timetable, audit materiality, areas of focus, fraud consideration and the risk of management override and also the new
and revised auditors reporting standards.
(d) Reviewed all non-audit services to be performed by the External Auditors to reinforce the independence and objectivity of
the External Auditors.
Internal Audit
(a) Reviewed the Internal Audit Reports and Follow-up Audit Reports on the Company and the Group during the financial
year under review and the audit findings and recommendations to improve any weaknesses or non-compliance and the
respective Management’s responses thereto, particularly on the following:
• Edible Oils Stock Process Review.
• Edible Oils Margin Review.
Through the follow-up reports from Internal Auditors, the AC was able to ensure that the Management’s action plan on
outstanding issues and that all key risks and control weaknesses were properly addressed and implemented.
(b) Reviewed and approved the Internal Audit Plan for financial year ended 30 June 2022 and Internal Audit Plan for financial
year ending 30 June 2023 to ensure that the scope and coverage of the internal audit on the operations of the Group is
adequate and comprehensive and that all the risk areas are audited annually.
AUDIT
COMMITTEE REPORT
(continued)
During the financial year under review, the internal auditors reviewed and assessed the operational procedures and effectiveness
of internal control on all the subsidiaries of the Group. Compliance tests had also been conducted to ascertain the extent of
compliance with control procedures and guidelines.
The Group Internal Audit undertakes internal audit function based on the internal audit plan. Other than the scheduled
reviews, the Group Internal Audit may undertake special assignments outside the normal scope of its daily activities. Findings
and recommendations for improvement as well as Management’s response were presented to the AC and the Board for
further deliberation.
During the year under review, the AC had three (3) meetings with the Internal Auditors to discuss the Internal Audit Reports. During
the internal audit process, there were no material internal control failures or significant issues discovered during the financial year
under review.
The Board of Directors (the “Board”) of C.I. Holdings Berhad is pleased to present the Statement on Risk Management and
Internal Control of the Group for the financial year ended 30 June 2022.
There are two (2) committees at Board level that support the Board in its risk management and internal control responsibilities:
• Risk Management Committee (“RMC”) which is tasked with overseeing the Group’s risk management and compliance
aspect of the Group; and
• Audit Committee (“AC”) which is tasked with assessing the risk and internal control environment and overseeing financial
reporting, including the internal and external audit.
These committees are empowered by clearly established and approved terms of references in the above-mentioned responsibilities.
Accordingly, the Board is committed to the development and maintenance of an effective risk management framework and
internal control system to safeguard the shareholders’ investments and the Group’s assets.
However, due to the limitations that are inherent in risk management framework and internal control system, the Board recognises
that such systems are designed to manage rather than to eliminate the risk of failure to achieve the Group’s business objectives
and therefore, the system by its nature can only provide reasonable assurance but not absolute assurance against material
misstatement, operational failures, loss or fraud. The concept of reasonable assurance recognises that the cost of control
procedures should not exceed the expected benefits.
3. Risk Management
The Group has a formal risk management framework, which enables the management and the Board to share a common model
for the effective communication and evaluation of all principal risks and controls. The Risk Framework covers a broad variety of
risks, including but not limited to business continuity issues, governance issues, financial issues and operational issues.
The Risk Management Committee (“RMC”) comprises seven (7) members, out of which three (3) are appointed representatives
from the Board, two (2) of which are Independent Non-Executive Directors. The Chairman of the RMC is an Independent Non-
Executive Director. The others are representatives from the various operating subsidiaries. The roles and responsibilities of the
RMC include the following:
(a) To formalise the Group’s Risk Management Policy including objectives, strategy and scope of risk management activities as
well as to ensure the strategy, framework and methodology have been implemented and consistently applied.
(b) To ensure that a well-structured and systematic process exists for the comprehensive identification, assessment and
management of risks faced by the Group.
(c) To ensure that risk management process and culture are embedded throughout the Group.
(d) To ensure that appropriate reporting and feedback are received from management and reporting to the Board on the
Group’s risk profile and any major changes to the risk profile.
A Risk Coordinator was appointed to administer the Risk Management Framework. Under the Risk Management Framework,
risk identification is a line management responsibility, whereby an employee shall recognise and identify the risk arises to the
Risk Owner who is a named individual accountable for all aspects of the risk including assessment, evaluation, monitoring and
reporting. For each risk, we determine the risk source and subsequently determine the cause for each risk, then the consequence
is ascertained and the risk is then classified into either controllable, preventive or inherent. Risk that has been identified and
assessed is categorised broadly under one of the following categories:
• Governance
• Business
• Operational
• Information
• Financial
Risk assessment is an exercise of evaluating risk by considering the likelihood and impact in order to ascertain its relevance
to the business and efficacy of current treatment. The Risk Owner is responsible for the assessment of risk exposure within the
business operations which involves identifying the range of options for treating risk including accepting, mitigating, spreading,
transferring, avoiding or monitoring the risk. Appropriate risk treatment plans are then prepared after assessing each option
followed by implementation of those plans. All the above mentioned are recorded and updated in the Risk Register which is then
used to develop a risk profile for each company.
The Risk Coordinator works in conjunction with the management of each subsidiary to work through the Risk Management
Framework and updates the Risk Register. The results of this exercise are then reported to the RMC, which meets on a half yearly
basis. The RMC reviews and discusses the risk profiles of the various subsidiaries, taking special note of any changes and
developments, the existing controls, action plans in place to manage the risks and any further actions necessary. The RMC then
reports to the Board on a half yearly basis.
In addition, the Group Managing Director and/or Executive Director conduct meetings with senior management of
subsidiaries within the Group on a monthly basis. Amongst others, the key risks facing the respective subsidiaries are discussed
and monitored
Furthermore, the Board has assigned to the Audit Committee the duty of reviewing and monitoring the effectiveness of the
Group’s internal control system, a critical element of effective risk management.
The Internal Auditors perform their tasks in accordance to International Standards for the Professional Practice of Internal Auditing
issued by The Institute of Internal Auditors Malaysia, which apply and uphold the following principles and rules of conduct:
• Integrity
• Objectivity
• Confidentiality
• Competency
(l) Management of individual subsidiaries and business divisions are continuously assessing for risks within their business
environment and formulate mitigating strategies and/or corrective actions to minimise risks.
(m) An Anti-Bribery and Corruption (“ABC”) Policy was implemented and made effective on 28 May 2020. This policy
is implemented based on the “Guideline on Adequate Procedures” [Governance, Integrity and Anti-Corruption Centre
(GIACC) Guideline]. The Guidelines, which were issued pursuant to Section 17A(5) of the Malaysian Anti-Corruption
Commission Act 2009 (“MACC Act”), set out adequate procedures a commercial organisational needs to put in place as
a defense to a corporate liability charge under the MACC Act.
CIH has adopted and tailored the ABC Policy based on the baseline practices, processes and procedures that the MACC
has clustered the building blocks to having adequate procedures behind five principles:
The Group’s ABC Policy provides guidance to its personnel concerning methods in dealing with improper solicitation,
bribery and other corrupt activities that may arise in its business affairs. This policy acts as a legal defense for the
Group against any criminal liabilities in case of any corrupt practices of its employees and/or any person associated
with the Group.
6. Conclusion
Based on the observations and reports provided to the Board for financial year under review, the Board is of the opinion that
the risk management and internal control that is in place is adequate and effective to safeguard the interest of the Group’s
shareholders, their investments and the Group’s assets.
During the financial year under review, there was no major breakdown in internal controls that caused any material loss. The
Management has taken the necessary measure to improve the risk management and internal control system by continuously
reviewing, monitoring and considering all risks faced by the Group to ensure that the risks are within acceptable levels within
the Group’s business objectives.
DIRECTORS’
RESPONSIBILITY STATEMENT
For The Audited Financial Statements
The Directors are required by the Companies Act, 2016 (“CA”) to prepare financial statements for each financial year which have
been made out in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the
requirements of the CA in Malaysia and the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The Directors are responsible to ensure that the financial statements give a true and fair view of the state of affairs of the Group
and of the Company as at the end of the financial year and of the results and cash flows of the Group and of the Company for the
financial year.
The Directors acknowledge the responsibility for ensuring that the Company keeps accounting records which disclose with reasonable
accuracy the financial position of the Group and of the Company and which enable them to ensure that the financial statements
comply with the CA and applicable approved accounting standards.
The Directors have overall responsibilities for taking such steps as are reasonably open to them to safeguard the assets of the Group
to prevent and detect fraud and other irregularities.
DIRECTORS’ REPORT
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 30 June 2022.
Principal Activities
The principal activities of the Company are that of investment holding and the provision of management services to its subsidiaries.
The principal activities and the details of the subsidiaries are set out in Note 8 to the financial statements. There have been no
significant changes in the nature of these activities during the financial year.
Results
Group Company
RM’000 RM’000
Attributable to:
Owners of the parent 66,487 47,223
Non-controlling interests 52,873 –
119,360 47,223
Dividends
Dividends paid, declared or proposed since the end of the previous financial year was as follows:
Company
RM’000
In respect of financial year ended 30 June 2021:
Final dividend of 12.0 sen per ordinary share, paid on 11 November 2021 19,440
On 23 August 2022, the Board of Directors approved payment of a single tier dividend of 12.0 sen per ordinary share amounting
to RM19,440,000. The financial statements for the current financial year do not reflect this dividend.
Directors
The Directors who have held office during the financial year and up to date of this report are as follows:
C.I. Holdings Berhad
Datuk Seri Johari Bin Abdul Ghani
Megat Joha Bin Megat Abdul Rahman
Datin Mariam Prudence Binti Yusof
Dato’ Sukumaran s/o Ramasamy
Nor Hishammuddin Bin Dato’ Mohd Nordin
Teh Bee Tein
Kasinathan a/l Tulasi
Datuk Haji Ariffin Bin Imat
Lee Cheang Mei
Fung Heen Choon (Alternate Director to Lee Cheang Mei)
DIRECTORS’ REPORT
(continued)
Subsidiaries of C.I. Holdings Berhad (excluding those who are already listed above)
Amir Nashrin Bin Johari
Azlan Bin Ahmad
Azril Akmar Bin Attan Akmar (Appointed on 17 September 2021)
Chaw Pei Yee
Foo Loke Yean
Wong Lip Wai
Muhammad Razid Bin Sawall
Ramkrishna Ramier Sankara Raman
Directors’ Interests
The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares of the Company and of
its related corporations during the financial year ended 30 June 2022 as recorded in the Register of Directors’ Shareholdings kept
by the Company under Section 59 of the Companies Act 2016 in Malaysia were as follows:
Direct interests:
Megat Joha Bin Megat Abdul Rahman 1,000,000 – – 1,000,000
Fung Heen Choon 10,557,900 – – 10,557,900
Lee Cheang Mei 11,055,700 – – 11,055,700
Dato’ Sukumaran s/o Ramasamy 3,159,200 391,500 – 3,550,700
Indirect interests:
Datuk Seri Johari Bin Abdul Ghani 53,400,000 – – 53,400,000
Datin Mariam Prudence Binti Yusof 34,344,900 750,000 – 35,094,900
Teh Bee Tein 230,900 – – 230,900
Shares in a subsidiary
Palmtop Vegeoil Products Sdn. Bhd.
Direct interests:
Dato’ Sukumaran s/o Ramasamy 2,475,000 – – 2,475,000
By virtue of Section 8(4) of the Companies Act 2016 in Malaysia, Datuk Seri Johari Bin Abdul Ghani and Datin Mariam
Prudence Binti Yusof are also deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the
Company has an interest.
None of the other Directors holding office at the end of the financial year held any interest in ordinary shares of the Company
and of its related corporations during the financial year.
DIRECTORS’ REPORT
(continued)
Directors’ Benefits
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than
those benefits included in the aggregate amount of remuneration 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 the 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 deemed benefits
arising from related party transactions as disclosed in Note 30 to the financial statements and remuneration received by certain
Directors as directors and officers of subsidiaries.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of
enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body
corporate.
Directors’ Remuneration
Fees and other benefits of the Directors who held for office during the financial year ended 30 June 2022 are as follows:
Group Company
RM’000 RM’000
During the financial year, the total amount of indemnity coverage for the Directors and the Officers of the Group and of the Company
was RM10,000,000.
There were no indemnity given to or insurance effected for the Auditors of the Group and of the Company during the financial year.
(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 had 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 other than debts, which were unlikely to realise their book values in the ordinary course
of business had been written down to their estimated realisable values.
(b) 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.
II. From The End Of The Financial Year To The Date Of This Report
(c) The Directors are not aware of any circumstances:
(i) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in the
financial statements of the Group and of the Company inadequate to any material extent;
(ii) which would render the values attributed to the current assets in the financial statements of the Group and of the
Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate.
DIRECTORS’ REPORT
(continued)
Other Statutory Information Regarding The Group And The Company (continued)
II. From The End Of The Financial Year To The Date Of This Report (continued)
(d) In the opinion of the Directors:
(i) there has not arisen 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 financial year in which this report is made; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve
(12) months after the end of the financial year which would or may affect the ability of the Group or of the Company
to meet their obligations as and when they fall due.
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year
to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which
would render any amount stated in the financial statements of the Group and of the Company misleading.
Auditors
The auditors, BDO PLT (201906000013 (LLP0018825-LCA) & AF 0206), have expressed their willingness to continue in office.
Auditors’ Remuneration
Auditors’ remuneration of the Group and the Company for the financial year ended 30 June 2022 were as follows:
Group Company
RM’000 RM’000
........................................................................... .............................................................................
Datuk Seri Johari Bin Abdul Ghani Megat Joha Bin Megat Abdul Rahman
Director Director
Kuala Lumpur
14 September 2022
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 46 to 98 have been drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the provisions of the Companies Act
2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2022
and of the financial performance and cash flows of the Group and of the Company for the financial year then ended.
............................................................................ .............................................................................
Datuk Seri Johari Bin Abdul Ghani Megat Joha Bin Megat Abdul Rahman
Director Director
Kuala Lumpur
14 September 2022
STATUTORY DECLARATION
I, Megat Joha Bin Megat Abdul Rahman, being the Director responsible for the financial management of C.I. Holdings Berhad,
do solemnly and sincerely declare that the financial statements set out on pages 46 to 98 are, to the best of my knowledge and
belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Before me:
Mardhiyyah Abdul Wahab (W729)
Commissioner for Oaths
Opinion
We have audited the financial statements of C.I. Holdings Berhad, which comprise the statements of financial position as at 30
June 2022 of the Group and of the Company, 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 financial year then ended, and notes to
the financial statements, including a summary of significant accounting policies, as set out on pages 46 to 98.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and of
the Company as at 30 June 2022, and of their financial performance and their cash flows for the financial year then ended in
accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the
requirements of the Companies Act 2016 in Malaysia.
We determined this to be key audit matter because it requires management to exercise significant judgement in assessing expected
credit losses, including determining the probability of default by trade receivables and appropriate forward-looking information.
Audit response
Our audit procedures performed included the following:
(i) understand management’s internal control and assessment process for impairment of trade receivables and assessed the inherent
risk of material misstatement by considering the degree of estimation uncertainty and level of other inherent risk factors associated
with this accounting estimate;
(ii) evaluated management’s assessment and explanations on the individually significant trade receivables that were past due as
at 30 June 2022 with reference to supporting evidence such as payment record of the customers; and
(iii) evaluated the appropriateness of expected credit loss allowance including examining correlation coefficient between the
macroeconomic indicators applied by the Group in calculating probability of default using historical data and forward-looking
information adjustment.
We have determined that there are no key audit matters to communicate in our auditors’ report in respect of the audit of the financial
statements of the Company.
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information included in
the annual report, but does not include the financial statements of the Group and of the Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not
express any form of assurance or conclusion thereon.
Information Other than the Financial Statements and Auditors’ Report Thereon (continued)
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements of the
Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially misstated.
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.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the ability of
the Group and of the Company 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 Group or the Company or to cease
operations, or have no realistic alternative but to do so.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Group
and of the Company.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the Directors.
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
ability of the Group or of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditors’ report to the related disclosures in the financial statements of the Group and of
the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company
to cease to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company, including
the disclosures, and whether the financial statements of the Group and of the Company represent the underlying transactions
and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, actions taken to eliminate threats or safeguards applied.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the Companies Act 2016
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Kuala Lumpur
14 September 2022
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 5 72,167 76,353 143 149
Right-of-use assets 6 15,450 18,791 1,032 1,615
Intangible assets 7 17,261 17,261 – –
Investments in subsidiaries 8 – – 54,500 54,500
Other investment 9 10 10 10 10
Trade and other receivables 10 – – – 2,151
104,888 112,415 55,685 58,425
CURRENT ASSETS
Trade and other receivables 10 667,618 466,190 535 1,594
Inventories 11 109,635 72,228 – –
Derivative financial assets 12 19,368 6,844 – –
Current tax assets 6,097 4,956 330 293
Cash and bank balances 13 241,868 187,309 107,453 76,817
1,044,586 737,527 108,318 78,704
TOTAL ASSETS 1,149,474 849,942 164,003 137,129
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
LIABILITIES
NON-CURRENT LIABILITIES
Borrowings 16 1,942 4,996 – –
Lease liabilities 6 4,555 5,690 465 1,047
Deferred tax liabilities 19 781 1,020 – –
Retirement benefit obligations 20 223 578 – –
7,501 12,284 465 1,047
CURRENT LIABILITIES
Trade and other payables 21 285,998 181,287 1,056 1,398
Derivative financial liabilities 12 36,674 2,848 – –
Borrowings 16 401,957 295,180 – –
Lease liabilities 6 1,592 1,959 583 568
Current tax liabilities 1,363 910 – –
727,584 482,184 1,639 1,966
TOTAL LIABILITIES 735,085 494,468 2,104 3,013
TOTAL EQUITY AND LIABILITIES 1,149,474 849,942 164,003 137,129
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For The Financial Year Ended 30 June 2022
Total
Exchange attributable Non-
translation Retained to owners of controlling Total
Share capital reserve earnings the parent interests equity
Group Note RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
Adjustments for:
Operating profit/(loss) before changes in working capital 197,532 127,611 (2,108) (2,415)
Net cash from/(used in) operating activities 23,913 139,893 (2,592) (2,329)
Group Company
2022 2021 2022 2021
Note RM’000 RM’000 RM’000 RM’000
Net cash (used in)/from investing activities (3,857) (5,637) 52,780 31,510
Net cash from/(used in) financing activities 34,516 (113,251) (20,052) (16,816)
Net increase in cash and cash equivalents 54,572 21,005 30,136 12,365
Cash and cash equivalents at beginning of financial year 172,809 150,422 62,317 49,952
Cash and cash equivalents at end of financial year 13(g) 226,868 172,809 92,453 62,317
1. Corporate Information
C.I. Holdings Berhad (“the Company”) is a public limited liability company, incorporated and domiciled in Malaysia, and is
listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office and principal place of business of the Company are located at Suite A-11-1, Level 11, Hampshire Place
Office, 157 Hampshire, No. 1, Jalan Mayang Sari, 50450 Kuala Lumpur.
The consolidated financial statements for the financial year ended 30 June 2022 comprise the Company and its subsidiaries.
These financial statements are presented in Ringgit Malaysia (“RM”), which is also the functional currency of the Company. All
financial information presented in RM has been rounded to the nearest thousand (“RM’000”), unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on 14 September 2022.
2. Principal Activities
The principal activities of the Company are that of investment holding and the provision of management services to its
subsidiaries. The principal activities and the details of the subsidiaries are set out in Note 8 to the financial statements. There
have been no significant changes in the nature of these activities during the financial year.
3. Basis Of Preparation
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the provisions of the Companies Act
2016 in Malaysia.
The accounting policies adopted are consistent with those of the previous financial year except for the effects of adoption
of new MFRSs during the financial year. The new MFRSs and Amendments to MFRSs adopted during the financial year are
disclosed in Note 34.1 to the financial statements.
The financial statements of the Group and of the Company have been prepared under the historical cost convention except as
otherwise stated in the financial statements.
4. Operating Segments
C.I. Holdings Berhad has arrived at three (3) reportable segments that are organised and managed separately according to the
business segments, which requires different business and marketing strategies. The reportable segments are summarised as follows:
1. Edible oil Selling, packing and marketing of all types of edible oil.
2. Tap-ware and sanitary ware Manufacture and trading of household fittings and appliances such as water taps,
plumbing accessories and sanitary wares.
The Group evaluates performance on the basis of profit or loss from operations before tax not including non-recurring losses,
such as restructuring costs and goodwill impairment.
The Directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and
are based on negotiated and mutually agreed terms.
Segment liabilities exclude tax liabilities and retirement benefit obligations. Even though loans and borrowings arise from
financing activities rather than operating activities, they are allocated to the segments based on relevant factors (e.g.
funding requirements).
Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated in the consolidated
financial statements. These policies have been applied consistently throughout the current and previous financial years.
Details are provided in the reconciliations from segment assets and liabilities to the position of the Group.
Revenue
Total revenue 4,988,947 17,436 52,110 – 5,058,493
Inter-segment revenue (960,270) (11) (52,110) – (1,012,391)
Revenue
Total revenue 3,478,276 23,426 25,668 – 3,527,370
Inter-segment revenue (357,125) (28) (25,668) – (382,821)
2022 2021
RM’000 RM’000
Profit for the financial year of the Group per consolidated statement of profit or loss
and other comprehensive income 119,360 116,090
Assets
Total assets for reportable segments 1,143,377 844,986
Current tax assets 6,097 4,956
Liabilities
Total liabilities for reportable segments 732,718 491,960
Deferred tax liabilities 781 1,020
Current tax liabilities 1,363 910
Retirement benefit obligations 223 578
The manufacturing facilities and sales offices of the Group are based in Malaysia.
In presenting information on the basis of geographical areas, segment revenue is based on the geographical location
of customers.
2022 2021
RM’000 RM’000
(b) There has been no single customer which contributed to revenue equal or more than 10% of the revenue of the Group.
Carrying amount
At 30 June 2022
Accumulated
Cost depreciation Carrying amount
RM’000 RM’000 RM’000
Carrying amount
As at 30 June 2021
Accumulated
Cost depreciation Carrying amount
RM’000 RM’000 RM’000
Depreciation
Balance as at Written charge for the Balance as at
Company 1 July 2021 Additions Disposal off financial year 30 June 2022
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount
As at 30 June 2022
Accumulated
Cost depreciation Carrying amount
RM’000 RM’000 RM’000
Depreciation
Balance as at Written charge for the Balance as at
Company 1 July 2020 Additions Disposal off financial year 30 June 2021
2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amount
As at 30 June 2021
Accumulated
Cost depreciation Carrying amount
RM’000 RM’000 RM’000
* Disposal and written off of property, plant and equipment with carrying amount less than RM1,000.
Freehold land has unlimited useful life and is not depreciated. Construction-in-progress represents mochinery and office
equipment under installation and is stated of cost. Construction-in-progress is not depreciated until such time when the asset
is ready for use.
Depreciation on other property, plant and equipment is calculated to write down the cost of the assets to their residual
values on a straight line basis over their estimated useful lives. The estimated useful lives represent common life
expectancies applied in the various business segments of the Group operates. The principal depreciation annual rates
used are as follows:
Buildings 2% - 13%
Plant and machinery 2% - 25%
Office furniture and equipment 8% - 40%
Renovation 10% - 20%
Motor vehicles 20% - 25%
(b) The carrying amounts of property, plant and equipment of the Group charged to licensed banks for banking facilities
granted to certain subsidiaries at the end of the reporting period as disclosed in Note 16, Note 17 and Note 18 to
the financial statements are as follows:
Group
2022 2021
RM’000 RM’000
6. Leases
The Group as a lessee
Right-of-use assets
Reclassification
to property,
Balance Termination plant and Depreciation Foreign Balance
as at of lease equipment charge for the exchange as at
1 July 2021 Additions contract (Note 5) financial year movement 30 June 2022
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Balance Balance
as at Termination Reassessment Depreciation Foreign as at
1 July of lease and charge for the exchange 30 June
2020 Additions contract Disposal modification financial year movement 2021
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
6. Leases (continued)
The Group as a lessee (continued)
Lease liabilities
Balance
Balance Termination Reassessment Payments of Foreign as at
as at of lease and lease Accretion exchange 30 June
1 July 2020 Additions contract modification liabilities of interest movement 2021
Carrying amount RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
6. Leases (continued)
The Company as a lessee
Right-of-use assets
Lease liabilities
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Represented by:
Current liabilities 1,592 1,959 583 568
Non-current liabilities 4,555 5,690 465 1,047
6,147 7,649 1,048 1,615
6. Leases (continued)
(a) The Group and the Company lease a number of land, buildings, machineries, office equipment and motor vehicles in the
locations, which it operates with fixed periodic rent over the lease term. The Group has certain leases of office equipment and
office buildings with lease term of 12 months or less, and low value leases of office equipment of RM20,000 and below. The
Group applies the “short-term lease” and “lease of low-value assets” exemptions for these leases.
(b) The right-of-use assets are initially measured at cost, which comprise the initial amount of the lease liabilities adjusted for
any lease payments made at or before the commencement date of the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and accumulated impairment
losses, if any, and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on a straight-line basis over the earlier of the estimated useful lives of the right-of-use
assets or the end of the lease term. The lease terms of right-of-use assets are as follows:
Land up to 99 years
Buildings 5 years
Machineries 2 to 5 years
Office equipment 5 years
Motor vehicles 5 to 7 years
(c) During the financial year, the Group made the following cash payments to purchase of right-of-use assets:
Group
2022 2021
RM’000 RM’000
(d) Certain land of the Group with a carrying amount of RM2,018,000 (2021: RM2,045,000) have been charged
as securities to banks for loans and borrowings granted to the Group as disclosed in Note 16 and Note 18 to the
financial statements.
(e) The following are the amounts recognised in profit or loss of the Group and of the Company:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
6. Leases (continued)
(f) The total cash flows of leases of the Group and of the Company during the financial year, including short term and low value
assets leases amounted to RM2,599,000 and RM600,000 (2021: RM3,471,000 and RM604,000) respectively.
(g) The following table summarises the incremental borrowing rate as at the end of the reporting date and remaining maturity
profile of the lease liabilities of the Group and of the Company at the end of the reporting period based on contractual
undiscount repayment obligations as follows:
Weighted
average On demand
incremental or within Over
borrowing rate one (1) One (1) to five (5)
per annum year five (5) years years Total
% RM’000 RM’000 RM’000 RM’000
Group
30 June 2022
30 June 2021
Company
30 June 2022
30 June 2021
(h) Management exercises judgement in determining the incremental borrowing rates whenever the implicit rates of interest in a
lease are not readily determinable as well as the lease terms. The incremental borrowing rates used are based on prevailing
market borrowing rates over similar lease terms, of similar value as the right-of-use asset in a similar economic environment.
Lease terms are based on management expectations driven by prevailing market conditions and past experience in exercising
similar renewal and termination options.
7. Intangible Assets
Balance as at Balance as at
Group 1 July 2021 Addition 30 June 2022
2022 RM’000 RM’000 RM’000
Carrying amount
Goodwill 11,242 – 11,242
Trademark 6,019 – 6,019
17,261 – 17,261
As at 30 June 2022
Accumulated Carrying
Cost impairment loss amount
RM’000 RM’000 RM’000
Balance as at Balance as at
Group 1 July 2020 Addition 30 June 2021
2021 RM’000 RM’000 RM’000
Carrying amount
Goodwill 11,242 – 11,242
Trademark 19 6,000 6,019
11,261 6,000 17,261
As at 30 June 2021
Accumulated Carrying
Cost impairment loss amount
RM’000 RM’000 RM’000
(a) Goodwill
Goodwill is initially measured at cost. After initial recognition, goodwill is measured at cost less accumulated impairment
losses, if any. Goodwill is not amortised but instead tested for impairment annually or more frequently if events or changes
in circumstances indicate that the carrying amount could be impaired.
The recoverable amount of the goodwill associated with the acquisition of Continental Resources Sdn. Bhd. (the “cash
generating unit” or “CGU”) has been determined based on value in use calculations using a cash flow forecast and projections
from financial budgets approved by management covering a five-year period and a terminal value. The pre-tax discount rate
applied to the cash flow forecast and projections, the forecasted growth rates used to extrapolate cash flows for the five-year
period, and the calculations of the value in use for the CGUs are most sensitive to the following assumptions:
Estimating the value-in-use amount requires management to make an estimate of the expected future cash flows from the
CGU and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
The recoverable amount of the other intangible assets has been determined based on value in use calculations using a cash
flow forecast and projections from financial budgets approved by management covering a seven-year period. The pre-tax
discount rate applied to the cash flow forecast and projections, the forecasted growth rate used to extrapolate cash flows
for the seven-year period, and the calculations of value in use for the CGUs are most sensitive to the following assumptions:
8. Investments In Subsidiaries
Company
2022 2021
RM’000 RM’000
(a) Investments in subsidiaries, which are eliminated on consolidation, are stated in the separate financial statements of the
Company at cost less impairment losses, if any.
All components of non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement
basis is required by MFRSs. The choice of measurement basis is made on a combination-by-combination basis. Subsequent
to initial recognition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus
the non-controlling interests’ share of subsequent changes in equity.
Continental Resources Sdn. Bhd. Malaysia 100 100 Selling, manufacturing and
packing of edible oils
Doe Industries Sdn. Bhd. Malaysia 100 100 Manufacture and selling of
water taps, showers and
other plumbing fittings
C.I. Building Industries Sdn. Bhd. Malaysia 100 100 Investment holding
C.I. Engineering Sdn. Bhd. Malaysia 100 100 Investment holding
C.I. Edible Oils Sdn Bhd (formerly Malaysia 100 100 Inactive
known as C.I. Management
Sdn. Bhd.)
C.I. Construction Sdn. Bhd. Malaysia 100 100 Inactive
C.I. Marketing Sdn. Bhd. Malaysia 100 100 Inactive
C.I. Halla Environmental Technology Malaysia 100 100 Inactive
Sdn. Bhd.
Doe Marketing Sdn. Bhd. Malaysia 100 100 Dealership and distribution
of household fittings and
appliances
Potex Industries Sdn. Bhd. Malaysia 100 100 Manufacturing and trading of
ceramic sanitary wares and
related products
Elegant Flow Sdn. Bhd. Malaysia 100 100 Trading of sanitary wares and
related products
(c) Subsidiaries of the Group that have material non-controlling interests (“NCI”) are as follows:
Palmtop Vegeoil
Products Sdn. Bhd.
and its subsidiaries
RM’000
2022
2021
Palmtop Vegeoil
Products Sdn. Bhd. and
its subsidiaries
2022 2021
RM’000 RM’000
Results
9. Other Investment
Non-current
Club membership 10 10
(a) The club membership were classified as financial assets at fair value through profit or loss pursuant to MFRS 9 Financial
Instruments.
(b) The fair value of club membership of the Group and of the Company is categorised as Level 3 in the fair value hierarchy.
There is no transfer between levels in the hierarchy during the financial year.
(c) The club membership is held by the Company under a subsidiary Director’s name.
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Non-current
Other receivables
Amounts due from subsidiaries – – – 2,151
Current
Trade receivables
Trade receivables 644,890 448,194 – –
Less: Impairment losses (35,964) (1,749) – –
608,926 446,445 – –
Other receivables
Other receivables and deposits 5,961 7,027 222 222
Amounts due from subsidiaries – – 4,198 5,391
5,961 7,027 4,420 5,613
(a) Trade and other receivables, excluding prepayments, are classified as financial assets measured at amortised cost.
(b) The normal trade credit terms granted by the Group in respect of trade receivables ranged from 14 to 90 days (2021: 14
to 90 days) from the date of invoice. They are recognised at their original invoice amounts which represent their fair values
on initial recognition.
(c) Amounts owing by subsidiaries represent advances and payments made on behalf, which are unsecured, interest-free and
payable in cash and cash equivalents, except for an amount owing by a subsidiary as at 30 June 2021 which amounted
to RM2,483,000, which is unsecured, subject to fixed interest rate of nil (2021: 4.0%) per annum and payable in cash and
cash equivalents, as follows:
2022 2021
RM’000 RM’000
Non-current – 1,815
Current – 668
– 2,483
The amounts due from subsidiaries under non-current are receivable after twelve (12) months. The carrying amounts of
the non-current other receivables are reasonable approximation of their fair values due to the insignificant impact of
discounting.
The Group has established a provision matrix that is based on its historical credit loss experience, adjusted to reflect current
and forward looking information on macroeconimic factors, which the Group has identified as crude palm oil price index,
unemployment rate, inflation rate and gross domestic product (“GDP”) of the countries which it sells its goods to be the most
relevant factor, affecting the ability of the consumers to settle the receivables.
During this process, the probability of non-payment by the trade receivables is adjusted by forward looking information
and multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the
trade receivables. For trade receivables, which are reported net, such impairments are recorded in a separate impairment
account with the loss being recognised in the consolidated statements of profit or loss and other comprehensive income.
On confirmation that the trade receivable would not be collectible, the gross carrying value of the asset would be written
off against the associated impairment.
It requires management to exercise significant judgement in determining the probability of default by trade receivables and
appropriate forward looking information.
(e) The loss allowance for trade receivables of the Group is determined as follows:
More than
1 - 90 days 90 days
Current past due past due Total
Group RM’000 RM’000 RM’000 RM’000
2022
2021
Lifetime ECL
allowance Credit impaired Total
Group RM’000 RM’000 RM’000
Trade receivables
Lifetime ECL
-not credit Lifetime ECL
impaired -credit impaired Total
Group RM’000 RM’000 RM’000
As at 1 July 2021 * – –
Charge for the financial year 222 – 222
Written off – – –
As at 30 June 2021 * – –
Lifetime ECL
-not credit Lifetime ECL
impaired -credit impaired Total
Company RM’000 RM’000 RM’000
As at 1 July 2021 * – *
Charge for the financial year * – *
As at 30 June 2022 * – *
As at 1 July 2020 * – *
Charge for the financial year * – *
As at 30 June 2021 * – *
Credit impaired refers to receivables who have defaulted on payments and are in significant financial difficulties as at the
end of the reporting period.
(g) Impairment for other receivables and amounts due from subsidiaries are recognised based on the general approach
within MFRS 9 using the forward looking expected credit loss model. The methodology used to determine the amount
of the impairment is based on whether there has been a significant increase in credit risk since initial recognition of the
financial asset. For those in which the credit risk has not increased significantly since initial recognition of the financial
asset, twelve-month expected credit losses along with gross interest income are recognised. For those in which credit risk
has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. As at the
end of the reporting period, the Group and the Company assess whether there has been a significant increase in credit
risk for financial assets by comparing the risk for default occurring over the expected life with the risk of default since initial
recognition. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income
on a net basis are recognised.
The probabilities of non-payment by other receivables and amounts due from subsidiaries are adjusted by forward
looking information on macroeconomic factors, which the Group has identified as gross domestic product (“GDP”) and
multiplied by the amount of the expected loss arising from default to determine the twelve (12) months or lifetime expected
credit loss for other receivables and amounts due from subsidiaries.
It requires management to exercise significant judgement in determining the probabilities of default by other receivables and
amounts due from subsidiaries, appropriate forward looking information and significant increase in credit risk. The Group
defined significant increase in credit risk based on past due information, i.e. overdue amounts more than twelve (12) months.
(i) At the end of each reporting period, the Group has no significant concentration of credit risk except for trade receivable
from one (1) customer constituting 6% (2021: 11%) of total receivables of the Group. The Group does not anticipate the
carrying amounts recorded at the end of each reporting period to be significantly different from the values that would
eventually be received.
(j) The currency exposure profile of receivables excluding prepayments of the Group and of the Company is as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(k) Sensitivity analysis of RM against foreign currencies at the end of the reporting period of the Group and of the Company,
assuming that all other variables remain constant, are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The exposure of the Group and of the Company to the other currencies are not significant, hence the effects of the changes
in the exchange rates are not presented.
11. Inventories
Group
2022 2021
RM’000 RM’000
At cost
Raw materials 36,567 14,428
Work-in-progress 104 142
Finished goods 72,962 57,656
109,633 72,226
At net realisable value
Raw materials 2 2
109,635 72,228
(a) Inventories are stated at the lower of cost and net realisable value and cost is determined using the weighted average formula.
(b) Inventories of the Group recognised as cost of sales amounted to RM3,744,101,000 (2021: RM2,754,579,000).
(c) The amounts of inventories written off, inventories written back and inventories written down recognised in the statement
of profit or loss are as follows:
Group
2022 2021
RM’000 RM’000
Group
2022 2021
Contract/ Contract/
Notional Notional
amount amount
Net long/ Net long/
(short) Assets Liabilities (short) Assets Liabilities
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(c) The commodity forward contracts and commodity future contracts were entered into with the objective of managing the
exposure of the edible oil segment of the Group to adverse price movements in vegetable oil commodity.
(d) The above derivatives are initially recognised at fair value on the date the derivative contract is entered into and are
subsequently re-measured at fair value through profit and loss. The resulting loss from the re-measurement of RM21,302,000
(2021: gain of RM15,517,000) is recognised in profit or loss.
(e) The unexpired foreign currency forward contracts, which have been entered into by the Group for its trade receivables and
trade payables as at end of each reporting period are as follows:
Contractual Equivalent
amount amount Average
in Foreign in Ringgit contractual
Currency Malaysia rate Expiry dates
Group (“FC’000”) (“RM’000”) RM/FC
2022
USD 226,120 977,001 4.32 1.7.2022 to 23.11.2022
EUR 58,500 278,246 4.76 20.7.2022 to 29.12.2022
2021
USD 169,150 703,908 4.16 1.7.2021 to 13.1.2022
EUR 42,600 216,026 5.07 6.7.2021 to 14.12.2021
(f) The financial instruments of the Group, which are subject to price risk along with their contract values and mark-to-market
fair value on closing, plus fair value recognised over the financial year are as follows:
2022
Commodity based
Forward sales contracts 130,262 19,368
Forward purchase contracts (180,205) (22,828)
(3,460)
2021
Commodity based
Forward sales contracts 70,561 1,586
Forward purchase contracts (81,334) (1,947)
(361)
The exposure of the Group to price volatility was solely derived from palm products. If the price of palm products changes
by 3%, profit after tax for the Group would have equally increased or decreased by approximately RM1,139,000 (2021:
RM246,000).
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(a) Cash and bank balances are classified as financial assets measured at amortised cost.
(b) Deposits with licensed banks of the Group and of the Company are subject to interest at rates ranging from 0.07% to 1.99%
per annum and 1.5% to 1.95% per annum (2021: 0.47% to 1.99% per annum and 1.25% to 1.99% per annum) respectively.
(c) Deposits with the licensed banks of the Group and of the Company as at the end of the reporting period have maturity
periods ranging from 8 days to 154 days and 16 days to 149 days (2021: 21 days to 154 days and 28 days to 154
days) respectively.
(d) Deposits with licensed banks of the Group and of the Company are fixed rate instruments. Sensitivity analysis at the end
of the reporting period is not presented as fixed rate instrument is not affected by change in interest rates.
(e) The currency exposure profile of cash and bank balances is as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(f) Sensitivity analysis of RM against foreign currencies at the end of each reporting period, assuming that all other variables
remain constant, are as follows:
Group
2022 2021
RM’000 RM’000
The exposure of the Group to the other currencies are not significant, hence the effects of the changes in the exchange
rates are not presented.
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
As reported in statements of
financial position 241,868 187,309 107,453 76,817
Less: Deposits with maturity more than
three (3) months (15,000) (14,500) (15,000) (14,500)
As reported in statements of cash flows 226,868 172,809 92,453 62,317
(h) Included in the bank balances of the Group are cash placed in Islamic accounts, which amounted to RM50,014,000
(2021: RM23,570,000).
(i) No expected credit losses were recognised arising from the deposits with licensed banks because the probability of
default by these licensed banks were negligible.
The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to one
(1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the residual
assets of the Company.
15. Reserves
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The exchange translation reserve is used to record foreign currency exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the presentation currency
of the Group. It is also used to record the exchange differences arising from monetary items which form part of the net
investment of the Group in foreign operations, where the monetary item is denominated in either the functional currency
of the reporting entity or the foreign operation.
16. Borrowings
Group
2022 2021
Note RM’000 RM’000
Non-current liabilities
Secured:
Term loans 923 4,996
Islamic financing facilities 1,019 –
1,942 4,996
Current liabilities
Secured:
Term loans 2,021 3,878
Bankers’ acceptances 91,898 95,106
Islamic financing facilities 308,038 196,196
401,957 295,180
Total borrowings
Term loans 17 5,101 8,874
Bankers’ acceptances 91,898 95,106
Islamic financing facilities 18 306,900 196,196
403,899 300,176
(a) Borrowings are classified as financial liabilities measured at amortised cost.
(b) The carrying amounts of borrowings are reasonable approximation of their fair values, either due to their short-term nature
or that they are floating rate instruments, which are re-priced to market interest rates on or near the end of the reporting
period. Fair value of the borrowings of the Group are categorised as Level 2 in the fair value hierarchy. There is no transfer
between levels in the hierarchy during the financial year.
(c) Bankers’ acceptances are secured by first legal charges over land and buildings of certain subsidiaries as disclosed in Note
5 and Note 6 to the financial statements. In addition, bankers’ acceptances are guaranteed by corporate guarantee and
indemnity by the Company and a negative pledge on the assets of certain subsidiaries.
Weighted On
average demand
effective or within One (1) Over
interest rate one (1) to five (5) five (5)
per annum year years years Total
Group % RM’000 RM’000 RM’000 RM’000
30 June 2022
Floating rates
Term loans 5.33% 2,021 923 – 2,944
Bankers’ acceptances 2.05% 91,898 – – 91,898
Islamic financing facilities 1.99% 308,038 826 193 309,057
401,957 1,749 193 403,899
30 June 2021
Floating rates
Term loans 4.99% 3,878 4,654 342 8,874
Bankers’ acceptances 1.50% 95,106 – – 95,106
Islamic financing facilities 1.34% 196,196 – – 196,196
295,180 4,654 342 300,176
(e) The maturity profile of borrowings of the Group and of the Company at the end of each reporting period based on
contractual undiscounted repayment obligations is summarised in the table below:
On
demand
or within One (1) Over
one (1) to five (5) five (5)
year years years Total
Group RM’000 RM’000 RM’000 RM’000
2022
Financial liabilities
Term loans 2,112 926 – 3,038
Bankers’ acceptances 91,898 – – 91,898
Islamic financing facilities 308,038 826 – 308,864
Total undiscounted financial liabilities 402,048 1,752 – 403,800
2021
Financial liabilities
Term loans 4,191 4,971 355 9,517
Bankers’ acceptances 95,106 – – 95,106
Islamic financing facilities 196,196 – – 196,196
Total undiscounted financial liabilities 295,493 4,971 355 300,819
Group
2022 2021
RM’000 RM’000
Profit after tax
– Increased by 1.0% (2021: 1.0%) (3,070) (2,281)
– Decreased by 1.0% (2021: 1.0%) 3,070 2,281
Group
2022 2021
RM’000 RM’000
USD 208,174 195,628
RM 194,109 104,548
EURO 1,616 –
403,899 300,176
Sensitivity analysis of RM against foreign currency, USD as at the end of the reporting period, assuming that all other
variables remain constant, are as follows:
Group
2022 2021
RM’000 RM’000
Effects of 3% changes to RM against foreign currencies
The table below details changes in the Group’s and in the Company’s liabilities arising from financing activities, including
both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or
future cash flows will be, classified in the statements of cash flows of the Group and of the Company as cash flows from
financing activities.
Islamic Lease
Term Bankers’ financing liabilities
loans acceptances facilities (Note 6) Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
2022
2021
Lease liabilities
(Note 6)
RM’000
Company
2022
As at 1 July 2021 1,615
Cash flows (600)
Non-cash flows:
– Accretion of interest 33
As at 30 June 2022 1,048
2021
As at 1 July 2020 2,172
Cash flows (604)
Non-cash flows:
– Accretion of interest 47
As at 30 June 2021 1,615
Group
2022 2021
RM’000 RM’000
Secured
Term loans
– non-current 923 4,996
– current 2,021 3,878
2,944 8,874
(a) Term loans of the Group are secured by legal charges over the freehold land, building and plant and machinery of a
subsidiary as disclosed in Note 5 to the financial statements. In addition, the term loans of the Group are guaranteed by
the Company and a negative pledge on the assets of a subsidiary.
(b) Tangible Net Worth of a subsidiary shall be maintained at least RM45,000,000 for certain secured term loans of
the subsidiary.
Group
2022 2021
RM’000 RM’000
Secured
Islamic trade facilities of the Group are secured by first legal charge over the land and building of a subsidiary as disclosed
in Note 5 and Note 6 to the financial statements and guaranteed by way of a corporate guarantee by the Company and a
negative pledge on the assets of certain subsidiaries as disclosed in Note 5 to the financial statements.
Group
2022 2021
RM’000 RM’000
(b) The components and movements of deferred tax liabilities during the financial year prior to offsetting are as follows:
Property, plant
and equipment
and right-of-use
assets Others Total
RM’000 RM’000 RM’000
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Unabsorbed capital allowances 3,911 3,847 345 352
Unused tax losses
– Expires by 30 June 2028 736 736 736 736
– Expires by 30 June 2030 4,131 4,428 – –
– Expires by 30 June 2031 2,259 645 – –
Other temporary differences 45,465 61 – –
56,502 9,717 1,081 1,088
Deferred tax assets of the Company have not been recognised in respect of these items as these items were derived from
different business sources and it is not probable that taxable profits of the Company from the same business source would
be available against which the deductible temporary differences could be utilised.
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that
taxable profits of the subsidiaries would be available against which the deductible temporary differences could be utilised.
With effective from 1 January 2022, any unused tax losses shall be deductible for a maximum period of ten (10) consentive
years of assessment immediately following that year of assessment. Any amount which is not deducted at the end of the
period of ten (10) years of assessment shall be disregarded.
The amount and availability of these items to be carried forward up to the periods as disclosed above are subject to the
agreement of the respective local tax authorities..
The amounts recognised in the statement of financial position are determined as follows:
Group
2022 2021
RM’000 RM’000
Analysed as follows:
Non-current liabilities
– later than five (5) years 223 578
Group
2022 2021
RM’000 RM’000
The movements during the financial year in the amounts recognised in the statement of financial position in respect of the
retirement benefit obligations are as follows:
Group
2022 2021
RM’000 RM’000
Group
2022 2021
% %
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(a) Trade and other payables of the Group and of the Company are classified as financial liabilities measured at
amortised cost.
(b) Trade payables are non-interest bearing and the normal credit terms granted to the Group in respect of trade payables
ranged from 4 to 120 days (2021: 4 to 120 days) from the date of invoice.
(c) Included in other payables of the Group are advance payments from customers amounting to RM87,294,000 (2021:
RM38,427,000).
(d) Maturity profile of trade and other payables of the Group and of the Company at the end of the reporting period based
on contractual undiscounted repayment obligations is repayable on demand or within one (1) year.
(e) The currency exposure profile of trade and other payables of the Group and of the Company are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(f) Sensitivity analysis of RM against foreign currencies at the end of the reporting period of the Group, assuming that all other
variables remain constant, are as follows:
Group
2022 2021
RM’000 RM’000
The exposure to the other currencies are not significant, hence the effects of the changes in the exchange rates are
not presented.
22. Commitments
Capital commitments
Group
2022 2021
RM’000 RM’000
Capital expenditure in respect of purchase of property, plant and equipment:
– Approved but not contracted for – –
– Approved and contracted for – 455
– 455
23. Revenue
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Revenue from contracts with customers
– Sale of goods 4,046,102 3,144,549 – –
– Management fees from subsidiaries – – 3,600 3,600
4,046,102 3,144,549 3,600 3,600
Revenue from contracts with customers is disaggregated by primary geographical market, major products and service lines and
timing of revenue recognition as disclosed in Note 4 to the financial statements.
Revenue from sale of goods are recognised at a point in time when the goods have been transferred to the customer and
coincides with the delivery of goods and acceptance by customers.
There is no material right of return and warranty provided to the customers on the sale of goods.
There is no significant financing component in the revenue arising from sale of goods as the sales are made on the normal
credit terms not exceeding twelve (12) months.
Management fees is recognised over the period in which the services are rendered.
(c) Dividend income
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
After charging:
And crediting:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Malaysian income tax:
Current tax expense 3,901 4,705 135 120
Under/(Over)-provision in prior years 15 (67) (13) (15)
3,916 4,638 122 105
(a) Malaysian income tax is calculated at the statutory tax rate of 24% (2021: 24%) of the estimated taxable profits for the fiscal
year. Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.
(b) A subsidiary of the Group has been granted Principal Hub status, which provides tax incentive to the subsidiary for a period
of ten (10) years. The Principal Hub status commenced in the Year of Assessment 2017 under the Income Tax Act 1967.
(c) The numerical reconciliations between the tax expense and the product of accounting profit multiplied by the applicable tax
rate of the Group and of the Company are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Profit before tax 123,765 121,077 47,345 20,349
2021
Foreign currency translations (168) – (168)
Group
2022 2021
RM’000 RM’000
Profit attributable to equity holders of the parent 66,487 69,966
Unit’000 Unit’000
Weighted average number of ordinary shares in issue 162,000 162,000
Sen Sen
Basic earnings per ordinary share 41.04 43.19
(b) Diluted
The Group has no potential ordinary shares in issue as at reporting date and therefore, the diluted earnings per ordinary
share equals basic earnings per ordinary share.
28. Dividends
On 23 August 2022, the Board of Directors approved payment of a single tier dividend of 12.0 sen per ordinary share
amounting to RM19,440,000. The financial statements for the current financial year do not reflect this dividend.
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Salaries and wages 40,550 38,653 3,409 3,707
Social security contributions 240 254 13 15
Contributions to defined contribution plan 3,277 2,946 407 446
Defined benefit plan (355) 162 – –
Other benefits 534 685 202 186
44,246 42,700 4,031 4,354
Included in employee benefits of the Group and of the Company is Executive Directors’ and other key management personnel’s
remuneration as disclosed in Note 30(c) to the financial statements.
(i) Direct and indirect subsidiaries as disclosed in the Note 8 to the financial statements;
(ii) A corporation in which a Director of the Company has substantial financial interests; and
(iii) Key management personnel are defined as those persons having the authority and responsibility for planning, directing
and controlling the activities of the Group either directly or indirectly. The key management personnel include the
Executive Directors of the Group.
(b) In addition to the transactions and balances detailed elsewhere in the financial statements, the Group and the Company
had the following transactions with related parties during the financial year:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Subsidiaries
Management fee income – – 3,600 3,600
Interest income – – 64 115
Dividend income – – 48,510 22,068
Related party
Management fee expense 480 480 480 480
The related party transactions described above were carried out on agreed contractual terms and conditions and in the
ordinary course of business between the related parties of the Group and of the Company.
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling
the activities of the entity, directly and indirectly, including Directors (whether Executive or otherwise) of the Group and of
the Company.
The remuneration of key management personnel during the financial year was as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Non-Executive Directors:
– Fees 375 395 225 225
– Allowances 135 124 135 124
– Other emoluments 2,280 780 135 124
2,790 1,299 360 349
Directors of Subsidiaries
Executive Directors:
– Salaries, bonus and allowances 1,333 505 – –
– Defined contribution plan 116 61 – –
1,249 566 – –
Non-Executive Directors:
– Fees 60 60 225 225
– Allowances – – 135 124
60 60 – –
The estimated monetary value of benefits-in-kind received by the Directors otherwise than in cash from the Group and from
the Company amounted to RM85,000 and RM31,000 respectively (2021: RM85,000 and RM31,000).
Financial guarantees issued are initially measured at fair value. Subsequently, they are measured at higher of the amount of the
loss allowance; and the amount initially recognised less, when appropriate, the cumulative amount of income recognised in
accordance with the principles of MFRS 15 Revenue from Contracts with Customers.
Financial guarantees have not been recognised since the fair value was not material on initial recognition. As at the end of the
reporting period, there was no indication that any subsidiary would default on repayment.
Maturity profile of financial guarantee contracts of the Company at the end of each reporting period based on contractual
undiscounted repayment obligations, is repayable upon any default by the subsidiaries in respect of the guaranteed bank facilities.
The maximum credit risk exposure of the financial guarantee issued is limited to the credit amount utilised of RM300,176,000
(2021: RM300,176,000). The financial guarantees have low credit risk at the end of the year as the financial guarantee is
unlikely to be called by the financial institutions.
The primary objective of the capital management of the Group is to ensure that entities of the Group would be able to
continue as a going concern whilst maximising return to shareholders through the optimisation of the debt and equity ratios.
The Group manages its capital structure and makes adjustments to it in response to changes in economic conditions. In
order to maintain or adjust the capital structure, the Group may adjust the dividend payout to shareholders, issue new
ordinary shares and redeem debts, where necessary. No changes were made in the objectives, policies or processes
during the financial years ended 30 June 2021 and 30 June 2022.
The Group monitors capital using a gearing ratio, which is net debt divided by equity. The Group includes within net debt,
borrowings, lease liabilities, trade and other payables, other liabilities, less cash and bank balances. Equity represents
equity attributable to the owners of the parent. The net debt-to-equity ratios as at 30 June 2021 and 30 June 2022 are
as follows:
Group
2022 2021
RM’000 RM’000
Borrowings 403,899 300,176
Lease liabilities 6,147 7,649
Trade and other payables 285,998 181,287
Other liabilities 39,041 5,356
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities, the Group is required to
maintain a consolidated shareholders’ equity of more than twenty-five percent (25%) of the issued and paid-up capital
(excluding treasury shares, if any) and such shareholders’ equity is not less than RM40.0 million. The Company has
complied with this requirement for the financial year ended 30 June 2022.
Exposure to credit risk, liquidity and cash flow risk, foreign currency risk, interest rate risk and price fluctuation risk arises
in the normal course of the businesses of the Group. The overall financial risk management objective of the Group is to
minimise potential adverse effects on the financial performance of the Group.
The overall business strategies of the Group, its tolerance of risk and its general risk management philosophy are determined
by management in accordance with prevailing economic and operating conditions. Financial risk management is carried
out through risk reviews, internal control systems and adherence to the financial risk management policies of the Group. The
Group does not have any financial instruments for trading purposes.
The management policies of the Group for managing each of its financial risk are summarised below:
The credit risk concentration profiles have been disclosed in Note 10 to the financial statements.
Based on management’s assessment, it is not probable that the counterparties to financial guarantee contracts will
claim under the contract. The analysis of financial instruments by remaining contractual maturities has been disclosed
in Note 6, Note 16 and Note 21 to the financial statements respectively.
The Group is subject to foreign exchange fluctuations through the import of raw materials and packaging materials
and export of finished goods. The Group monitors the movement in foreign currency exchange rates closely to ensure
its foreign currency risk is minimised.
The foreign currency profile and sensitivity analysis have been disclosed in Note 10, Note 12, Note 13, Note 16 and
Note 21 to the financial statements respectively.
The exposure of the Group to interest rates risk arises primarily from their borrowings. The Group does not use
derivative financial instruments to hedge this risk.
The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in Note 6, Note 13 and Note 16 to
the financial statements respectively.
The objective of the Group on price risk management is to limit the exposure of the Group to fluctuations in market
prices and to achieve expected margins on revenue.
The Group manages its price fluctuation risk by having policies and procedures governing forward positions.
Interest Rate Benchmark Reform - Phase 2 (Amendments to MFRS 9, MFRS 139, MFRS 7, 1 January 2021
MFRS 4 and MFRS 16)
Covid-19-Related Rent Concessions beyond 30 June 2021 (Amendment to MFRS 16 Leases) 1 April 2021
(early adopted)
* Effective immediately.
The adoption of the above Amendments did not have any material effect on the financial performance or position of the
Group and of the Company.
34.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after 1 January 2022
Title Effective Date
The Group and the Company are in the process of assessing the impact of implementing these Standards and Amendments
since the effects would only be observable in the future financial years.
LIST OF PROPERTIES
Properties Held By The Group As At 30 June 2022
Approximate 2022
Approximate age of Net Book
land area buildings Date of Value
Tenure Location (sq ft) (year) Description acquisition RM’000
Melaka
Freehold land Land with building at 175,602 17 Industrial land 20/09/2005 13,080
GM 2514, Lot 2239,
Mukim Teluk Panglima Garang,
Lot 2239, Jalan Rajawali,
Batu 9, Kampung Kebun Baru,
42500 Telok Panglima Garang, Kuala
Langat, Selangor Darul Ehsan.
Freehold land Land with building at 88,016 9 Industrial land 30/12/2012 11,634
GM 4406, Lot 11202,
Mukim Teluk Panglima Garang,
Lot 11202, Jalan Rajawali,
Batu 9, Kampung Kebun Baru,
42500 Telok Panglima Garang, Kuala
Langat, Selangor Darul Ehsan.
LIST OF PROPERTIES
Properties Held By The Group As At 30 June 2022
(continued)
Approximate 2022
Approximate age of Net Book
land area buildings Date of Value
Tenure Location (sq ft) (year) Description acquisition RM’000
46,668
ANALYSIS OF SHAREHOLDINGS
As At 30 August 2022
ANALYSIS OF SHAREHOLDINGS
As At 30 August 2022
(continued)
ANALYSIS OF SHAREHOLDINGS
As At 30 August 2022
(continued)
144,247,810 89.04
ADDITIONAL
COMPLIANCE INFORMATION
Utilisation of Proceeds Raised From Corporate Proposals
There were no proceeds raised from corporate proposals during the financial year.
Audit Fees
The total amount of audit and non-audit fees paid/payable to the external auditors and their associated companies by the Group
and the Company for the financial year ended 30 June 2022 were tabulated as follows:-
Material Contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’
interests, either still subsisting at the end of the financial year ended 30 June 2022 or entered into since the end of the previous
financial year.
NOTICE OF FORTY-FOURTH
ANNUAL GENERAL MEETING
Notice Is Hereby Given That the Forty-Fourth Annual General Meeting (“44th AGM”) of the Company will be conducted fully
virtual basis through live streaming from the broadcast venue at the Boardroom, Suite A-11-1, Level 11, Hampshire Place Office, 157
Hampshire, No. 1, Jalan Mayang Sari, 50450 Kuala Lumpur on Wednesday, 26 October 2022 at 9:30 a.m. for the purpose of
considering and if thought fit, passing with or without modifications the resolutions setting out in this notice.
Agenda
As Ordinary Business
1. To receive the Audited Financial Statements for the financial year end 30 June 2022 together with Please refer to
the Directors’ and Auditors’ Reports thereon. Explanatory Note 1
2. To approve the payment of Directors’ fees of RM225,000 for the financial year end 30 June Ordinary Resolution 1
2022.
3. To approve the Directors’ benefits up to an amount of RM191,000 for the period from 27 Ordinary Resolution 2
October 2022 until the next Annual General Meeting of the Company to be held in 2023.
4. To re-elect the following Directors, who retire by rotation in accordance with Clause 100 of the
Company’s Constitution:-
(i) Datuk Seri Johari Bin Abdul Ghani Ordinary Resolution 3
(ii) Nor Hishammuddin Bin Dato’ Mohd Nordin Ordinary Resolution 4
(iii) Kasinathan a/l Tulasi Ordinary Resolution 5
5. To re-appoint Messrs BDO PLT as auditors of the Company and to authorise the Directors to fix Ordinary Resolution 6
their remuneration for the ensuing year.
As Special Business
To consider and, if thought fit, to pass the following ordinary resolutions:-
6. Authority for Directors to issue and allot shares in the Company pursuant to Sections 75 Ordinary Resolution 7
and 76 of the Companies Act, 2016
“THAT subject always to the Companies Act, 2016, the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad, the Constitution of the Company and the approvals of the
relevant government and/or regulatory authorities, the Directors be and are hereby empowered
pursuant to Sections 75 and 76 of the Companies Act, 2016 to issue and allot new shares
in the Company at any time at such price, upon such terms and conditions, for such purposes
and to such person(s) whomsoever as the Directors may in their absolute discretion deem fit and
expedient in the interest of the Company, provided that the aggregate number of shares issued
pursuant to this resolution does not exceed 10% of the total issued share capital of the Company
for the time being.
THAT pursuant to Section 85 of the Companies Act, 2016, read together with Clause 18 of the
Constitution of the Company, approval be and is hereby given to waive the statutory pre-emptive
rights of the shareholders of the Company to be offered new shares ranking equally to the existing
issued shares arising from issuance of new shares pursuant to this Mandate.
AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia
Securities Berhad for the listing of and quotation for the additional shares so issued and that such
authority shall continue to be in force until the conclusion of the next Annual General Meeting of
the Company.”
NOTICE OF FORTY-FOURTH
ANNUAL GENERAL MEETING
(continued)
Kuala Lumpur
27 September 2022
Notes:
1. The 44th AGM will be conducted on a virtual basis through live streaming and online remote voting via Remote Participation
and Electronic Voting (“RPEV”) facilities provided by Boardroom Share Registrars Sdn Bhd using the online meeting platform
https://meeting.boardroomlimited.my. Please follow the procedures as set in the administrative guide in order to register,
participate and vote remotely via RPEV facilities.
2. The venue of the 44th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which
requires the Chairman of Meeting to be present at the main venue. No shareholders or proxy(ies) shall be physically admitted
to the broadcast venue on the day of the AGM.
3. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company will be requesting Bursa
Malaysia Depository Sdn. Bhd. in accordance with Clause 74 of the Company’s Constitution to issue a General Meeting Record
of Depositors as at 19 October 2022. Only a member whose name appears in the Record of Depositors as at 19 October
2022 shall be entitled to attend the Meeting and to speak and vote thereat.
4. A member of the Company who is entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend
and vote in his(her) stead. A proxy need not be a member of the Company. A proxy appointed to attend and vote at the Meeting
shall have the same rights as the member to speak at the Meeting.
5. A member of the Company may appoint a proxy or proxies to attend the Meeting. Where a member appoints two or more
proxies, he(she) shall specify the proportion of his(her) shareholdings to be represented by each proxy.
6. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his(her) attorney duly authorised
in writing or if the appointor is a corporation either under its common seal or under the hand of its officer or its duly
authorised attorney.
7. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act
1991, it may appoint at least one proxy in respect of each securities account it holds with ordinary shares of the Company
standing to the credit of the said securities account.
8. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds. The appointment of multiple proxies shall not be
valid unless the proportion of its shareholdings represented by each proxy is specified.
9. To be valid, the Form of Proxy must be completed, signed and deposited at the Company’s registered office at Suite A-11-1, Level
11, Hampshire Place Office, 157 Hampshire, No. 1, Jalan Mayang Sari, 50450 Kuala Lumpur not less than forty-eight (48)
hours before the time set for holding the meeting or adjourned meeting at which the person named in the instrument proposes
to vote and in the case of a poll, not less than twenty-four (24) hours before the time appointed in taking of the poll, and in
default the instrument of proxy shall be treated as valid. Alternatively, the Form of Proxy can be deposited electronically through
Boardroom Smart Investor Portal at https://investor.boardroomlimited.com before the Form of Proxy lodgement cut-off time as
mentioned above.
10. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set
out in the Notice will be put to vote on a poll. Independent Scrutineers will be appointed to observe the polling process and to
verity the results of the poll respectively.
NOTICE OF FORTY-FOURTH
ANNUAL GENERAL MEETING
(continued)
In this respect, the Company is seeking shareholders’ approval for the payment of Directors’ fees of RM225,000 for the financial
year end 30 June 2022.
Details of the above are set out on page 26 of the Annual Report 2022.
The estimated amount payable is based on the assumption that the Company maintain its existing Board composition. In the event
the proposed amount is insufficient (e.g. due to more meetings or enlarged Board size), approval will be sought at the next Annual
General Meeting for additional benefits to meet the shortfall.
The proposed payment of benefits comprises meeting and training allowances payable to the Chairman and members of the Board
and Board Committees.
With the current Board size of nine (9) directors, three (3) Directors namely Datuk Seri Johari Bin Abdul Ghani, Mr. Kasinathan
a/l Tulasi and Encik Nor Hishammuddin Bin Dato’ Mohd Nordin being the longest in office since their last election are to retire in
accordance with Clause 100 of the Constitution.
(a) He fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad and therefore would be able to function as a check and balance and bring an element of objectivity
to the Board of Directors.
(b) He has vast experience in the legal field and was able to provide constructive and independent judgment from the legal
perspective of the business.
(c) He consistently challenged management in an effective and constructive manner.
(d) He actively participated in board discussion and provided an independent voice on the Board.
NOTICE OF FORTY-FOURTH
ANNUAL GENERAL MEETING
(continued)
(a) She fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad and therefore would be able to function as a check and balance and bring an element of objectivity
to the Board of Directors.
(b) She has vast experience in the accounting and audit industry, which enabled her to provide constructive advice, expertise and
independent judgment.
(c) She consistently challenged management in an effective and constructive manner.
(d) She actively participated in board discussion and provided an independent voice on the Board.
Item 7.3 of the Agenda
The Nomination Committee has assessed the independence of Mr. Kasinathan a/l Tulasi who served as an Independent Non-
Executive Director of the Company for a cumulative term of more than nine (9) years, and the Board, upon the Nomination Committee’s
recommendation, had recommend for shareholders’ approval for him to continue to act as an Independent Non-Executive Director
of the Company based on the following justifications:-
(a) He fulfilled the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad and therefore would be able to function as a check and balance and bring an element of objectivity
to the Board of Directors.
(b) He has vast experience in the legal field and was able to provide constructive and independent judgment from the legal
perspective of the business.
(c) He consistently challenged management in an effective and constructive manner.
(d) He actively participated in board discussion and provided an independent voice on the Board.
Pursuant to Practice 5.3 of the Malaysian Code on Corporate Governance published in April 2021, the tenure of an independent
director should not exceed a cumulative term limit of nine (9) years. Upon completion of the nine (9) years, an independent director
may continue to serve on the Board but will be redesignated as a non-independent director. If the Board intends to retain an
independent director beyond nine (9) years, the Board should justify and seek annual shareholders’ approval.
However, in order for an independent director to continue to serve on the Board as an independent director after twelve (12) years,
shareholders’ approval must be sought through a two-tier voting process and the Board must provide justifications for the retention.
Encik Nor Hishammuddin Bin Dato’ Mohd Nordin was appointed to the Board as an Independent Director of the Company on 30
May 2001 and has served as Independent Director for a cumulative term of more than twelve (12) years. In connection thereto, the
retention of Encik Nor Hishammuddin Bin Dato’ Mohd Nordin as Independent Director of the Company is subject to the approval
by the shareholders via a two-tier voting process.
On the other hand, Ms. Teh Bee Tein was appointed to the Board as an Independent Director of the Company on 15 April
2009 and has served as Independent Director for a cumulative term of more than twelve (12) years. In connection thereto, the
retention of Ms. Teh Bee Tein as Independent Director of the Company is subject to the approval by the shareholders via a two-tier
voting process.
Under the two-tier voting process, shareholders’ votes will be cast in the following manner at the same shareholders meeting:
• Tier 1: Only the Large Shareholder(s) of the Company votes; and
• Tier 2: Shareholders other than Large Shareholders votes.
• is entitled to exercise, or control the exercise of, not less than 33% of the voting shares in the company;
• is the largest shareholder of voting shares in the company;
• has the power to appoint or cause to be appointed a majority of the directors of the company; or
• has the power to make or cause to be made, decisions in respect of the business or administration of the company, and to give
effect to such decisions or cause them to be given effect to.
The decision for the resolution is determined based on the vote of Tier 1 and a simple majority of Tier 2. If there is more than one
Large Shareholder, a simple majority of votes determine the outcome of Tier 1 vote. The resolution is deemed successful if both Tier
1 and Tier 2 votes support the resolution. However, the resolution is deemed to be defeated where the vote between the two tiers
differs or where Tier 1 voter(s) abstained from voting.
NOTICE OF FORTY-FOURTH
ANNUAL GENERAL MEETING
(continued)
Pursuant To Paragraph 8.27(2) Of The Main Market Listing Requirements Of Bursa Malaysia Securities Berhad
No notice in writing has been received by the Company nominating any candidate for election as Directors at the 44th AGM of the
Company. The Directors who are due for retirement and seeking for re-election pursuant to the Company’s Constitution are as set out
in the Notice of 44th AGM and their profile are set out in the Directors’ Profile in the Annual Report 2022.
Authority for Directors to issue and allot shares in the Company pursuant to Sections 75 and 76 of the Companies Act, 2016
This is a renewal of the mandate obtained from the shareholders of the Company at the Annual General Meeting of 27 October
2021 and if passed, will empower the Directors of the Company to issue and allot shares up to an aggregate amount not exceeding
10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the best
interest of the Company.
This authority unless revoked or varied by the Company at a general meeting will expire at the next Annual General Meeting.
The renewal of this mandate would provide flexibility to the Company for any possible fund-raising exercise, including but not limited
for further placing of shares, for purpose of funding future investment projects, working capital and/or acquisitions. This authority is
to avoid any delay and cost involved in convening a general meeting to approve such issuance of shares.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the
Forty-Third Annual General Meeting held on 27 October 2021 and which will lapse at the conclusion of the 44th AGM to be held
on 26 October 2022.
ADMINISTRATIVE GUIDE
Mode of Meeting
1. The Forty-Fourth (“44th”) Annual General Meeting (“AGM”) of C.I. Holdings Berhad will be conducted on a fully virtual basis with
proceedings of the 44th AGM being streamed live from the broadcast venue on the date and time as set out below:
Day, Date and Time of meeting : Wednesday, 26 October 2022 at 9:30 a.m.
Broadcast venue : Boardroom, Suite A-11-1, Level 11, Hampshire Place Office, 157 Hampshire, No. 1, Jalan
Mayang Sari, 50450 Kuala Lumpur
2. Shareholders will be able to access and participate in the proceedings through Remote Participation and Electronic Voting
(“RPEV”) facilities, which will be made available on the online Meeting Platform of Boardroom Share Registrars Sdn Bhd at
https://meeting.boardroomlimited.my (Domain Registration No. with MYNIC - D6A357657).
3. The broadcast venue is only meant to facilitate the conduct of the virtual AGM. No shareholders or proxy(ies) shall be
physically admitted to the broadcast venue on the day of the AGM.
2. If a shareholder is unable to participate at the 44th AGM, he/she may also appoint the Chairman of the meeting as his/her
proxy and indicate the voting instructions in the Proxy Form.
Voting Procedure
1. Voting will be conducted by poll in accordance with Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad. The Company has appointed Boardroom Share Registrars Sdn Bhd (“Boardroom”) as the Poll Administrator to
conduct the poll by way of electronic voting (e-Voting) and Boardroom Corporate Services Sdn Bhd as Independent Scrutineer
to verify the poll results.
2. e-Voting for the resolution set out in the Notice of 44th AGM will take place immediately after questions on all resolutions have
been addressed.
3. Members and proxies are required to use one of the following methods to vote remotely:
(a) Scan the QR code provided in the email notification along with your remote participation User ID and Password; or
(b) Navigate to the meeting platform at https://meeting.boardroomlimited.my.
For the purpose of this 44th AGM, e-Voting can be carried out by using either personal smart mobile phones, tablets, personal
computers or laptops.
4. During the AGM, the Chairman will invite the Poll Administrator to brief on the e-Voting housekeeping rules. The voting session
will commence as soon as the Chairman calls for the poll to be opened and until such time when the Chairman announces the
closure of poll.
5. The Scrutineer will verify the poll result reports upon closing of the poll session by the Chairman. Thereafter, the Chairman will
announce and declare whether the resolutions put to vote were successfully carried or otherwise.
ADMINISTRATIVE GUIDE
(continued)
2. Alternatively, the proxy appointment may also be lodged electronically at https://investor.boardroomlimited.com, which is
free and available to all individual shareholders, not less than forty-eight (48) hours before the time of holding the AGM, i.e.
latest by 24 October 2022 at 9:30 a.m. Kindly refer to Step 1 and 2 from RPEV section below.
3. If you wish to participate in the AGM yourself, please do not submit any proxy form for the AGM. You will not be allowed
to participate in the AGM together with a proxy appointed by you.
Revocation of Proxy
If you have submitted your Proxy Form prior to the AGM and subsequently decide to appoint another person or wish to participate
in the AGM yourself, please write in to [email protected] to revoke the earlier appointed proxy(ies) at least
forty-eight (48) hours before the AGM. On revocation, your proxy(ies) will not be allowed to participate in the AGM. In such event,
you should advise your proxy(ies) accordingly.
RPEV
1. All shareholders including (i) individual shareholders; (ii) corporate shareholders; (iii) authorised nominees; and (iv) exempt
authorised nominees shall use the RPEV facilities to participate and vote remotely at the AGM. You will be able to view a live
webcast of the meeting, ask questions and submit your votes in real time whilst the meeting is in progress.
2. Kindly note that the quality of the live streaming is highly dependent on the bandwidth and stability of the internet connection of
the participants. Therefore, kindly ensure that connectivity for the duration of the meeting is maintained.
3. Kindly follow the steps below to request for your login ID and password and usage of the RPEV facilities:
PROCEDURE
1. Register Online with Boardroom [Note: If you have already signed up with Boardroom Smart Investor Portal, you are
Smart Investor Portal not required to register. You may proceed to Step 2.]
(for first time registration only)
a. Access website https://investor.boardroomlimited.com
b. Click <<Register>> to sign up as a user.
c. Complete registration and upload softcopy of MyKAD/Identification Card (front
and back) or Passport in JPEG, PNG or PDF format.
d. Please enter a valid email address and wait for BoardRoom’s email verification.
e. Your registration will be verified and approved within one (1) business day and an
email notification will be provided.
ADMINISTRATIVE GUIDE
(continued)
PROCEDURE
2. Submit request for remote (Note: Registration for remote access will be opened on Wednesday, 19 0ctober
participation 2022. Please note that the closing time to submit your request is not less than forty-
(User ID and Password) eight (48) hours before the time of holding the AGM, i.e. latest 24 October 2022 at
9:30 a.m.)
Individual Members
a. Log in to https://investor.boardroomlimited.com using your user ID and password
from Step 1 above.
b. Select “C.I. HOLDINGS BERHAD ANNUAL GENERAL MEETING” from the list of
Corporate Meetings and click “Enter”.
c. Click on “Register for RPEV”.
d. Read and agree to the Terms & Condition and click “Next”.
e. Enter your CDS Account Number and thereafter submit your request.
Appointment of Proxy
a. Log in to https://investor.boardroomlimited.com using your user ID and password
from Step 1 above.
b. Select “C.I. HOLDINGS BERHAD ANNUAL GENERAL MEETING” from the list of
Corporate Meetings and click “Enter”.
c. Click on “Submit eProxy Form”.
d. Read and accept the General Terms and Conditions by clicking “Next”.
e. Enter your CDS Account Number and number of securities held.
f. Select your proxy – either the Chairman of the meeting or individual named
proxy(ies) and enter the required particulars of your proxy(ies).
g. Indicate your voting instructions – FOR or AGAINST, otherwise your proxy will
decide your vote.
h. Review and confirm your proxy appointment.
i. Click “Apply”.
j. Download or print the eProxy form as acknowledgement.
3. Email notification a. You will receive notification(s) from Boardroom that your request(s) has been
received and is/are being verified.
b. Upon system verification against the AGM Record of Depositories as at
Wednesday, 19 October 2022, you will receive an email from Boardroom either
approving or rejecting your registration for remote participation.
c. If your registration is approved, you will also receive your remote access user ID
and password in the same email from Boardroom after the closing date.
d. Please note that the closing date and time to submit your request is by 24 October
2022 at 9:30 a.m.
ADMINISTRATIVE GUIDE
(continued)
PROCEDURE
4. Login to Meeting Platform a. The Meeting Platfrom will be opened for login at 8:30 a.m. on Wednesday, 26
October 2022 which can be accessed via one of the following methods:-
b. Insert the Meeting ID and sign in with the user ID and password provided to you
via the email notification in Step 3 above.
5. Participate [Note: Please follow the User Guides provided in the confirmation email above to
view the live webcast, submit questions and vote. Questions submitted online will be
moderated before being sent to the Chairman to avoid repetition.]
a. If you would like to view the live webcast, select the broadcast icon.
b. If you would like to ask a question during the AGM, select the messaging
icon.
c. Type your message within the chat box, once completed click the send button.
6. Voting a. Once voting has been opened, the polling icon will appear with the
resolutions and your voting choices.
b. To vote simply select your voting direction from the options provided. A confirmation
message will appear to show your vote has been received.
c. To change your vote, simply select another voting direction.
d. If you wish to cancel your vote, please press “Cancel”.
7. End of Participation a. Upon the announcement by the Chairman on the closure of the AGM, the live
webcast will end and the Messaging window will be disabled.
b. You can now logout from the virtual meeting platform.
Submission of Questions
1. Shareholders may submit questions in advance on the AGM resolution commencing from Tuesday, 25 October 2022 and in any
event no later than 9:30 a.m. on Wednesday, 26 October 2022 via Boardroom’s website at https://investor.boardroomlimited.
com using the same user ID and password provided in Step 1 above. Select “C.I. HOLDINGS BERHAD ANNUAL GENERAL
MEETING” from the list of Corporate Meetings and click “Enter”. Thereafter select “Submit Question” to pose questions (“Pre-AGM
Meeting Questions”).
2. Thereafter, on the morning of the AGM, shareholders may also submit questions via the messaging box via online meeting
platform at https://meeting.boardroomlimited.my starting at 8:30 a.m. This meeting platform will remain open throughout the
virtual AGM session.
3. The Board will endeavour to respond to Pre-AGM Meeting Questions and questions submitted from 9:30 a.m. on the day of the
AGM and throughout the meeting. However, not all questions will be answered during the meeting. In such event, the responses
will be posted on the Company’s website as soon as practicable.
Gift Policy
No gift voucher will be given to shareholders/ proxy holders who participate in the AGM.
No Recording or Photography
No recording or photography of the AGM proceedings is allowed without the prior written permission of the Company.
ADMINISTRATIVE GUIDE
(continued)
2. If you wish to receive a copy of the Annual Report 2022, you may request for a printed copy of the abovesaid documents via
e-mail to https://investor.boardroomlimited.com by submitting your full name, NRIC No./Passport No., CDS Account No.,
mailing address, contact number. The printed Annual Report 2022 will be sent to you by ordinary post within four (4) market
days from the date of the receipt of your request. However, we hope you would consider the environment before printing or
requesting for a printed copy of the abovesaid document.
Enquiry
If you have any enquiries prior to the AGM, please contact the following during office hours from Monday to Friday (8:30 a.m. to
5:30 p.m.):-
I/We
(Full name in block letters, NRIC No. / Passport No. / Company No.)
of
Telefon No. Email Address
being a member/members of C.I. HOLDINGS BERHAD, hereby appoint:
Full Name (in block letters) NRIC No. / Passport No. Proportion of Shareholdings
No. of Shares %
Telefon No. Email Address
Address
NOTES:
1. The 44th AGM will be conducted on a virtual basis through live streaming and online remote voting via Remote Participation and Electronic Voting (“RPEV”) facilities provided by
Boardroom Share Registrars Sdn Bhd using the online meeting platform https://meeting.boardroomlimited.my. Please follow the procedures as set in the administrative guide in order
to register, participate and vote remotely via RPEV facilities.
2. The venue of the 44th AGM is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of Meeting to be present at the main
venue. No shareholders or proxy(ies) shall be physically admitted to the broadcast venue on the day of the AGM.
3. For the purpose of determining a member who shall be entitled to attend the Meeting, the Company will be requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Clause
74 of the Company’s Constitution to issue a General Meeting Record of Depositors as at 19 October 2022. Only a member whose name appears in the Record of Depositors as at
19 October 2022 shall be entitled to attend the Meeting and to speak and vote thereat.
4. A member of the Company who is entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his(her) stead. A proxy need not be a member
of the Company. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.
5. A member of the Company may appoint a proxy or proxies to attend the Meeting. Where a member appoints two or more proxies, he(she) shall specify the proportion of his(her)
shareholdings to be represented by each proxy.
6. The instrument appointing a proxy shall be in writing under the hands of the appointor or of his(her) attorney duly authorised in writing or if the appointor is a corporation either under
its common seal or under the hand of its officer or its duly authorised attorney.
7. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of
each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
8. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus
account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. The appointment of multiple proxies
shall not be valid unless the proportion of its shareholdings represented by each proxy is specified.
9. To be valid, the Form of Proxy must be completed, signed and deposited at the Company’s registered office at Suite A-11-1, Level 11, Hampshire Place Office, 157 Hampshire, No.
1, Jalan Mayang Sari, 50450 Kuala Lumpur not less than forty-eight (48) hours before the time set for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote and in the case of a poll, not less than twenty-four (24) hours before the time appointed in taking of the poll, and in default the instrument of proxy shall be
treated as valid. Alternatively, the Form of Proxy can be deposited electronically through Boardroom Smart Investor Portal at https://investor.boardroomlimited.com before the Form of
Proxy lodgement cut-off time as mentioned above.
10.Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all resolutions set out in the Notice will be put to vote on a poll. Independent
Scrutineers will be appointed to observe the polling process and to verity the results of the poll respectively.
Fold this flap for sealing
STAMP