Annual Financial Report

RNS Number : 6978F
Hidong Estate PLC
29 July 2016
 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

HIDONG ESTATE PLC

(990786-V)

 

 

Annual Report 2016

 

 

 

 

 

 

 

 

 

Contents

 

 


Page

Notice of meeting  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

1 - 2

Corporate information  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

3 - 4

Chairman's statement  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. 

5

Strategic report  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. .. .. ..

6 - 7

Report of the directors  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

8- 14

Directors' remuneration report  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. 

15- 16

Statement of directors' responsibilities in respect of the annual report and the financial statements  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

 

17 - 18

Independent auditor's report to the members of Hidong Estate Plc  ..  ..  ..  .. 

19- 21

Profit and loss account ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

22

Balance sheet  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

23

Statement of Other Comprehensive Income..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. .. ..

24

Statement of Changes in Equity .. .. .. .. .. .. .. .. .. .. .  ..  ..  ..  ..  ..  ..  ..   ..  ..

24

Cash flow statement  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. ..  

25

Notes to the financial statements  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  .. ..

26-33

Comparative statistics  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..  ..

34

 

 



Notice of meeting

 

NOTICE IS HEREBY GIVEN that the NINETY-THIRD ANNUAL GENERAL MEETING of the Company will be held at the head office of the Company, Third Floor, Standard Chartered Bank Chambers, Beach Street, 10300 Penang, Malaysia on Monday, 26 September 2016 at 10:30 a.m. for the following purposes:-

 

1.   To receive and consider the audited financial statements and the reports of the directors and auditors thereon for the year ended 31 March 2016.

 

2.   To re-elect Mr. Chew Sing Guan who retires in accordance with article 108 of the Company's Articles of Association, and being eligible, offers himself for re-election.

 

3.   To consider and if thought fit to pass with or without modification the following resolution.

 

Ordinary Resolution:-

 

"THAT MHA MacIntyre Hudson be and are hereby appointed auditors of the Company in place of the retiring auditors, KPMG LLP, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which financial statements are laid before the Company, and that their remuneration be fixed by the directors."

 

4.   To approve the Directors' Remuneration Report

 

Ordinary Resolution:-

 

"THAT the Directors' Remuneration Report for the year ended 31 March 2016 be and is hereby approved."

 

5.   To approve the Directors' Remuneration Policy

     

Ordinary Resolution:-

 

      "THAT the Directors' Remuneration Policy be and is hereby approved"

 

6.   To approve the following resolutions as Ordinary Resolutions :-

 

(a)     "THAT authority be and is hereby given to Mr Diong Chin Teck who has served as an independent non-executive director of the Company for a cumulative term of more than nine (9) years to continue to act as an independent non-executive director of the Company."

 

(b)     "THAT authority be and is hereby given to Tuan Haji Zambri bin Haji Mahmud who has served as an independent non-executive director of the Company for a cumulative term of more than nine (9) years to continue to act as an independent non-executive director of the Company."

 

(c)     "THAT authority be and is hereby given to Mr Chew Beow Soon who has served as an independent non-executive director of the Company for a cumulative term of more than nine (9) years to continue to act as an independent non-executive director of the Company."

 

7.   To transact any other business of which due notices shall have been given.

 

 

 

 

By order of the Board

 

 

 

 

 

 

Lim Kim Teck

Secretary

 

29 July 2016

 

 

Notes

1.     A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him.  A proxy need not be a member of the Company.  A form of proxy is enclosed for your completion and return.

 

2.     A statement of all transactions of each director and, where applicable, of his family in the share capital of the Company will be available at the head office of the Company on any weekday during normal business hours from the date of this notice until the conclusion of the annual general meeting.  There are no service contracts in existence with the directors.

 

3.     Biographical details of the directors presenting themselves for re-election and re-appointment are set out on the following page.  The Board has reviewed the performance of each individual director, including the directors presenting themselves for re-election and re-appointment, and concluded that each director has performed effectively and continues to demonstrate commitment to the role.



 

DIRECTORS

Chew Sing Guan (Chairman)

An executive director and chairman of the Company since 1983.  A non-executive director of the managing agents and Malaysian registrars, Plantation Agencies Sdn. Berhad.  Age 66.

Haji Zambri bin Haji Mahmud

A non-executive director of the Company since 1986. A director of several private limited companies involved in palm oil milling.  Age 77.

Diong Chin Teck

A non-executive director of the Company since 2000. A director of several public limited companies, a few of which are quoted.  Age 83.

Chew Beow Soon

A non-executive director of the Company since 2000. A director of several private limited companies.  Age 67.

 

AUDIT COMMITTEE

Haji Zambri bin Haji Mahmud (Chairperson)

Chew Beow Soon (Member)

Diong Chin Teck (Member)

 

COMPANY SECRETARY

Lim Kim Teck

 

 

HEAD OFFICE, MANAGING AGENTS

AND MALAYSIAN REGISTRARS

Plantation Agencies Sdn. Berhad

Third Floor, Standard Chartered Bank Chambers,

Beach Street, 10300 Penang, Malaysia.

P.O.Box 706,

10790 Penang, Malaysia.

 

 

 

 

 

 

REGISTERED OFFICE

Neville Registrars Limited

Neville House

18 Laurel Lane

Halesowen

West Midlands

B63 3DA

 

U.K. REGISTRARS

Neville Registrars Limited

Neville House

18 Laurel Lane

Halesowen

West Midlands

B63 3DA

 

AUDITORS

KPMG LLP

15 Canada Square

London, E14 5GL

 

LISTING

London Stock Exchange

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

On behalf of the Board of Directors, I am pleased to present the Annual Report and Financial Statements of Hidong Estate Plc for the financial year ended 31 March 2016.

 

The Company recorded profit before tax of RM163,315 for the financial year ended 31 March 2016. The gain is mainly attributable to interest income.

 

Major macroeconomic realignments are affecting prospects differentially across countries and regions. These include the slowdown and rebalancing in China; a further decline in commodity prices, especially for oil, with sizable redistributive consequences across sectors and countries; a related slowdown in investment and trade; and declining capital flows to emerging market and developing economies. These realignments together with a host of non-economic factors, including geopolitical tensions and political discord are generating substantial uncertainty. On the whole, they are consistent with a subdued outlook for the world economy but risks of much weaker global growth have also risen.

 

Emerging market stress could rise further, also reflecting domestic vulnerabilities. For instance, an additional bout of exchange rate depreciations could further worsen corporate balance sheets, and a sharp decline in capital inflows could force a rapid compression of domestic demand. A protracted period of low oil prices could further destabilise the outlook for oil-exporting countries. While some countries still have sizable buffers, these are eroding, and some countries already face the need for sharp expenditure cuts. Mindful of this, the Board remained prudent and continued its disciplined approach by maintaining the Company's assets in liquid form and controlling costs at the same time. With this prudent liquidity management, the Company maintains sufficient levels of cash or readily convertible investments to quickly respond to opportunities should they eventualise.

 

Lastly, I would like to express my sincere appreciation to our valued shareholders for their continuous support and my appreciation also goes to fellow Board members, management and staff for their co-operation, dedication and contribution to the Company.

 

 

 

 

 

 

CHEW SING GUAN

Chairman

 

 

 

Penang, Malaysia

29 July 2016

 

 

 

 

 

 

 

Strategic Report

 

The original principal activities of the Company which were the production of natural rubber and oil palm fresh fruit bunches ceased when the Company sold its land and plantations in 2006. Since then, the Board has been actively identifying suitable investments for the Company.

 

The Company's assets after the disposal of the plantation and its other plant and equipment comprise cash and bank deposits all of which earn interest and investments in listed equities. The income generated from deposits and investments as well as any gain from disposal of investments serve to increase shareholders' funds and is the strategy adopted by the Company strategy to preserve and grow value for shareholders.

 

PERFORMANCE INDICATORS

The Company's performance in its investment activities are highlighted as follows:

 


2016

RM

2015

RM


Income from investments

34,067

46,332

Lower income derived from investments in 2016.

Gain on disposal of investments

19,527

37,186

Lower gain on disposal of investments in equities in 2016.

Interest receivable on short

term bank deposits

404,845

359,721

Consistent returns from interest on short term bank deposits.

 

All performance measures are in line with management's expectations.

 

PRINCIPAL RISKS AND UNCERTAINTIES

As the Company's assets comprise cash and bank deposits and investments in listed equities, the financial risks involved are minimal. The principal risks and the steps the Company has taken to manage these risks are disclosed in Note 11 to the financial statements.

 

All of the Company's day-to-day management and administrative functions are outsourced to third parties. As a result, the Company has no employees or internal operations. The Company has therefore not reported further in respect of these provisions in this annual report.

 

 

 

 

 

 

 

 

VIABILITY STATEMENT

As at the end of the financial year, the Company's assets comprise of approximately 90.5% in cash and cash and cash equivalents and 9.0% in quoted equity investments which are highly liquid in nature. The Directors believe that, taking into account the Company's strong solvency position, highly liquid assets and measures taken to manage the principal risks, the Company will be able to continue its investment activities and meet its liabilities as they fall due for the period up to 31 March 2019, being the period considered by the Directors in their assessment for the next three years. In their assessment the Directors also believe that, should the need arise, the

 

Company will be able to raise new finance through borrowings to fund new investments it may identify as the Company currently does not have any borrowing.

 

 

 

 

 

CHEW SING GUAN                                                    CHEW BEOW SOON

Chairman                                                                    Director

 

 

Penang, Malaysia

29 July 2016

 



 

Report of the directors

The directors present their annual report and financial statements of the Company for the financial year ended 31 March 2016.

 

RESULTS AND DIVIDEND

The Company made a profit after tax of RM50,077 for the current financial year as compared to RM127,031 in the previous year. The directors do not recommend any final dividend to be paid for the current financial year (2015 : RM Nil).

 

DIRECTORATE

The names of the directors who held office during the year together with brief biographical details are shown on page 3. In accordance with article 108 of the Company's Articles of Association, Mr. Chew Sing Guan will retire by rotation at the forthcoming annual general meeting and, being eligible, offers himself for re-election.

 

The directors do not have any service contract with the Company. Mr. Chew Sing Guan is a non-executive director of Plantation Agencies Sdn. Berhad who acted as the Malaysian Registrars and an agent to the Company in Malaysia.

 

SUBSTANTIAL SHAREHOLDINGS

At the date of this report, substantial interests in the share capital of the Company, as notified to the Company, were as follows:-


No. of ordinary shares of 10p each

 

         %

 

Malayan Securities Trust Sdn. Berhad

798,986

46.63

Thomas William George Charlton

234,997

13.72

Flairshare Limited

132,000

7.70

The Temerloh Rubber Estates Berhad

  88,442

5.16

 

Mr. Chew Sing Guan has notified an interest in the shares held by Malayan Securities Trust Sdn. Berhad. The directors are not aware of any other beneficial holding of 3% or more in the share capital of the Company.

 

PAYMENT TO SUPPLIERS

The Company does not follow any code or standard on payment practice. The Company's policy, in relation to all of its suppliers, is to make settlement according to the terms of payment agreed at the commencement of business with that supplier provided that the supplier has complied with the terms and conditions of the supply agreement. 

 

TAXATION

The Company is tax resident in Malaysia.

 

 

 

 

 

 

 

CORPORATE GOVERNANCE

As at the date of this report the Company is not in full compliance with the following provisions of the UK Corporate Governance Code (2014): C3.2, C3.4, C3.5, C3.6 and C3.8 due to its size, the nature of its current activities which is investment holding and the small volume of transactions conducted per year. Areas of non-compliance with the Corporate Governance code are appropriately disclosed in the succeeding paragraphs.

 

Internal Audit

The need for an internal audit function has been reviewed by the directors. It was decided that the current size of the Company, nature of its activities and small volume of transactions combined with the tight financial and management control exercised by the directors on a day-to-day basis negates such a need. The policy will be kept under review. The absence of an internal audit function is not in compliance with provision C.3.6 of the Corporate Governance code.

 

External Auditors

The Audit Committee assesses annually the effectiveness of the external audit process and has primary responsibility for making recommendation on the appointment, re-appointment or removal of the external auditors.

 

The current external auditor was appointed in 1999 and have been re-appointed annually since then. The Company last conducted a tender for external auditors in 1999. Due to the nature of the company it was not felt necessary to tender the audit in accordance with the Corporate Governance Code.

 

The external auditors did not provide any non-audit services in this or the previous year.

 

Directors

The directors carry out their duties in a manner that will safeguard the shareholders' interests at all times. They are responsible for ensuring sound management of the Company and effective implementation and execution of its policies, decisions and business strategies towards ensuring a successful continuity of the business.

 

The Board ordinarily meets four times a year. During the year ended 31 March 2016 the Board met on three occasions. Details of the directors' attendance at Board meetings during the financial year are as follows:

                     

Attendance

Chew Sing Guan

Haji Zambri bin Haji Mahmud

Diong Chin Teck

Chew Beow Soon

3/3

3/3

3/3

3/3

 

The Board is guided by a formal schedule of matters specifically reserved to it for decision making which includes future strategy, key business policies, material acquisitions and disposals, approval of interim financial statements, annual reports and financial statements. Directors have full and timely access to information and Board papers and reports relevant to the issues of meetings are circulated to Board members in advance of the meetings. Procedures are in place for directors to take independent professional advice in the furtherance of their duties, if necessary, at the Company's expense. In addition, all directors have direct access to the advice and services of the Company Secretary.

 

 

 

 

Directors (Cont'd)

The Board consists of the executive Chairman, Mr. Chew Sing Guan and three independent non-executive directors namely Tuan Haji Zambri bin Haji Mahmud, Mr. Diong Chin Teck and Mr. Chew Beow Soon. Even though all three non-executive directors have been in post for more than six years, the Board is satisfied that they have continued to demonstrate independence in terms of character and judgement.

 

In non-compliance with provision A.2.1 and A.3.1 of the Corporate Governance code it is the Board's view that for a Company of this size it is not deemed necessary to separate the posts of chairman and chief executive officer. Furthermore, the Board is of the opinion that there is a strong independent element within the Board in the form of the three independent non-executive directors who provide a check and balance in the Board on decision making. For the same reasons, even though this is not in compliance with provision A.4.1 and B.2.1 of the Corporate Governance code, the Board is also of the view that it is not deemed necessary to appoint a senior independent director or to form a Nomination Committee. The Board is assisted by professionals (Managing Agents) who report periodically to it. Important business matters are submitted to the Board for decision.

 

In addition, in non-compliance with the Corporate Governance Code, Mr. Chew Sing Guan is a non-executive director of Plantation Agencies Sdn. Berhad who acted as the Malaysian Registrars and an agent to the Company in Malaysia.

 

In accordance with the Articles of Association of the Company, all directors are subject to election by shareholders at the first Annual General Meeting after their appointment and thereafter subject for re-election at least once every three years. The Board has always complied with this requirement. The Board has chosen not to adopt provision B.7.1 of the Code that non-executive directors who have served for more than nine years should be subject to annual re-election since the existing practice, which complies with Company law and the Articles, works well. However, the Company will seek shareholders' approval for independent non-executive directors who have served for more than nine years to continue to act as independent non-executive directors of the Company.

 

The Company has not complied with provisions D.1.1 to D.1.5 of the Corporate Governance code relating to remuneration schemes for directors as the directors received only a nominal fee for their services and there is no intention to change the way they are remunerated. Accordingly, the formation of a Remuneration Committee is not deemed to be necessary and the Company has not complied with provisions D.2.1 and D.2.2 of the Corporate Governance code.

 

The Board has commenced a self-evaluation process for the performance evaluation of the Board, the Audit Committee and its individual directors. The assessment of the individual directors on the performance of the Board and the Audit Committee are collated for the Chairman's review and presented to the entire Board. Each director also assesses the individual performance of the other directors and the results are presented to the Chairman who then holds discussions with all the individual directors regarding their effectiveness. The performance of the Chairman is assessed collectively by the non-executive directors.

 

 

 

 

 

Relations with shareholders

The Board has through the years used the Annual Report and the Annual General Meeting to communicate with its shareholders. It is always ready to hold dialogues with interested investors to improve the Company's business activities.

Audit Committee

The Audit Committee comprises three independent non-executive directors, namely Tuan Haji Zambri bin Haji Mahmud (Chairperson), Mr. Diong Chin Teck and Mr. Chew Beow Soon.

 

The Audit Committee is responsible for reviewing the Company's risk management, internal control and audit processes. The Audit Committee assists the Board in seeking to ensure that the financial and non-financial information supplied to the Board and shareholders presents a fair, balanced and understandable assessment of the Company's position and performance. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. Any staff may, in confidence, raise concerns about possible improprieties in matters of the Company to the Chairman of the Audit Committee who is empowered to carry out investigation of such matter and take appropriate follow-up action.

 

The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise it considers necessary.

 

During the financial year ended 31 March 2016, the Audit Committee met four times and the attendances of the members of the Committee are as follows:

 


Attendance

Haji Zambri bin Haji Mahmud

Diong Chin Teck

Chew Beow Soon

4/4

3/4

4/4

 

During the year the Audit Committee assisted the Board in reviewing the periodic operational and financial reports submitted by the Managing Agents. As part of its function in discharging its responsibilities, the Audit Committee carried out the following:

 

-     reviewed the half-yearly interim report to shareholders before submitting the same to the Board for approval and announcement

-     review the system of internal controls put in place by the Managing Agents to manage the operations of the Company

-     reviewed the external auditors' scope of work and audit plans for the year

-     discussed the findings of the external auditors in respect of their audit of the annual financial statements before submitting the same to the Board for approval and announcement.

 

 

 

 

 

 

Significant risk areas

The Company's assets mainly comprise cash and investments in listed equities and this portfolio of cash and listed investments is considered to be the key driver of operations and performance results of the Company. The Audit Committee considered cash and listed investments to be at low risk of significant misstatements or not to be subject to a significant level of judgement. However, due to their high materiality in the context of the financial statements as a whole, the Audit Committee agreed with the auditors' view that they are considered to be the area which had

the greatest effect on the overall audit of the financial statements. The Audit Committee are satisfied that the risks surrounding cash and listed investments are adequately mitigated due to the fact that they are:

-   comfortable with the processes and controls in place to record investment transactions and to value the portfolio;

-   comfortable with the processes and controls in place surrounding the treasury function and the bank reconciliation process; and

-   the valuation of listed investments can be agreed to externally quoted prices.

 

Internal Controls

The Board is responsible for the Company's system of internal control and for reviewing its effectiveness, which it does on an annual basis. Such a system is designed to manage, rather than eliminate, the risk of failure of achieving business objectives and can provide only reasonable, but not absolute, assurance against material misstatement or loss. There is a continuous process for identifying, evaluating and managing the significant risks faced by the Company. This process was in place throughout the year under review and up to the date of approval of the annual report.

 

The key elements of the Company's internal controls are as follows:

 

·     Risk assessment

The Board is responsible for the identification, evaluation and review of risks facing the business. Such risks are reviewed on a continuous basis and are carried out as part of the monthly reporting.

·     Control environment and control activities

The day-to-day operation of the system of internal controls is delegated to the Managing Agents. The management and control procedures cover issues such as physical controls, segregation of duties, authorisation levels and comprehensive financial and operational reporting systems. Such procedures are documented for effective control and monitoring.

·     Information and communication

The Board holds periodic formal and informal discussions on the Company's affairs where all important business decisions are formally discussed and documented. The Board holds periodic board meetings to formally approve the financial reports submitted by the Managing Agents.

 

 

 

 

 

 

 

 

DISCLOSURE OF INFORMATION TO AUDITORS

The directors who held office at the date of approval of this directors' report confirm that, so far as they are each aware, there is no relevant audit information of which the Company's auditor is unaware and each director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

GOING CONCERN

Having undertaken all the appropriate procedures and assessing the financial position as at the year end, performance and results for the financial year, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

CONTROLLING SHAREHOLDER

In May 2014 the Listing Rules were amended to include new requirements relating to controlling shareholders. The revised Listing Rules require that premium listed companies with "controlling shareholders" (defined as a shareholder who individually or with any of their concert parties exercises or controls 30% or more of the votes able to be cast on all or substantially all the matters at the Company's general meeting) must enter into a relationship agreement containing specific independence provisions.

 

The independence provisions required by the Listing Rules are that:

 

(i)      transactions and arrangements with the controlling shareholder (and/or any of its associates) will be conducted at arm's length and on normal commercial terms;

 

(ii)      neither the controlling shareholder nor any of its associates will take any action that would have the effect of preventing the Company from complying with its obligations under the Listing Rules; and

 

(iii)     neither the controlling shareholder nor any of its associates will propose or procure the proposal of a shareholder resolution which is intended or appears to be intended to circumvent the proper application of the Listing Rules.

 

By virtue of his interest in the shares held by Malayan Securities Trust Sdn. Berhad which has 46.63% shareholding in the Company, Mr. Chew Sing Guan is a controlling shareholder. The Board notes that the current activities of the Company comprise of placing deposits with financial institutions and investments in listed equities. The administrative affairs of the Company are handled by a managing agent and total expenditure for the year amounted to less than 3% of net assets of the Company. In view of the nature of the Company's activities and the small volume of transactions conducted, the Board considers that there is negligible risk of any transaction or arrangement being conducted by the Company with the controlling shareholder to the latter's advantage. Nevertheless, the Board is discussing to put in place an undertaking with the controlling shareholder to comply with the Listing Rules.

 

 

 

 

 

 

AUDITOR

The retiring auditors KPMG LLP do not seek re-appointment at the 2016 Annual General Meeting.

 

 

 

 

 

 

 

 

 

 

CHEW SING GUAN                                                    CHEW BEOW SOON

Chairman                                                                    Director

 

 

Penang, Malaysia

29 July 2016

 

On behalf of the Board of Directors, I am pleased to present the Directors' Remuneration Report for the year ended 31 March 2016.

 

This report has been prepared in accordance with the legislation relating to the reporting of Directors' remuneration and complies with the sections 420 to 421 of the Companies Act 2006 and of Schedule 8 of SI 2008/410 Large and medium-sized companies and groups (Accounts and Directors' Report) Regulation 2008, as amended. The report also meets the relevant requirement of the Listing Rules of the Financial Conduct Authority. In accordance with the Act, this report is divided into a section on Directors' Remuneration Policy and a second section on the annual Report on Directors' Remuneration, which details the remuneration paid to the Directors during the financial year under review.

Shareholders will be asked to vote separately on the Directors' Remuneration Policy and the Report on Directors' Remuneration at the Annual General Meeting of the Company at which the financial statements will be approved.

The regulations require the auditors to report to the Company's members on the "auditable part" of the Directors' remuneration. The report has therefore been divided into 2 sections for audited and unaudited information.

 

Unaudited Information

 

Directors' Remuneration Policy

In accordance with the Company's Memorandum and Articles of Association, the directors received only a nominal fee for their services. The fees paid to the directors are not linked to performance and the Company has no intention to change the way the directors are remunerated in the future.

 

Share Options

As at 31 March 2016, no options were granted to the directors to subscribe for any shares in the Company.

 

Service contracts

There are no service contracts in existence with the directors and they received only a nominal fee for their services.

 

 
 


Audited information

 

Aggregate Directors' remuneration

The total amounts for Directors' remuneration are as follows:

 



2016


2015



RM


RM






Emoluments


5,107


4,506

 

 


2016


2015



RM


RM

Directors' emoluments - fee





Executive Director





Chew Sing Guan


1,459


1,287






Non-executive Directors





Haji Zambri bin Haji Mahmud


1,216


1,073

Diong Chin Teck


1,216


1,073

Chew Beow Soon


1,216


1,073



5,107


4,506

 
Approval

This report was approved by the Board of Directors on 29 July 2016 and signed on its behalf:

 

 

 

 

 

 

CHEW SING GUAN

Chairman

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. 

Company law requires the directors to prepare financial statements for each financial year.  Under that law they have elected to prepare the financial statements in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland

Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.  In preparing these financial statements, the directors are required to: 

·     select suitable accounting policies and then apply them consistently; 

·     make judgements and estimates that are reasonable and prudent;

·     state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and 

·     prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.  They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities. 

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. 

 

Responsibility statement of the directors in respect of the annual financial report

We confirm that to the best of our knowledge:

·     the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company taken as a whole; and

·     the strategic report and directors' report includes a fair review of the development and performance of the business and the position of the issuer, together with a description of the principal risks and uncertainties that they face.

 

 

 

We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's position and performance, business model and strategy.

 

 

 

Chew Sing Guan, Chairman

29 July 2016



 

 

Opinions and conclusions arising from our audit

1          Our opinion on the financial statements is unmodified

We have audited the financial statements of Hidong Estate Plc for the year ended 31 March 2016 set out on pages 22 to 33. In our opinion the financial statements: 

·     give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for the year then ended; 

·     have been properly prepared in accordance with UK Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ; and 

·     have been prepared in accordance with the requirements of the Companies Act 2006.

 

2          Our assessment of risks of material misstatement

In arriving at our audit opinion above on the financial statements the risks of material misstatement that had the greatest effect on our audit were as follows:

Carrying amount of cash and listed investments RM 11,778,634 (2015: RM 11,703,445) Risk vs 2015: Refer to page 7 (Audit Committee Report), page 28 (accounting policy) and pages 30 to 31 (financial disclosures)

The risk - The Company's portfolio of cash and listed investments makes up 99.6% of total assets (by value) and is considered to be the key driver of operations and performance results. We do not consider cash or listed investments to be at high risk of significant misstatement, or to be subject to a significant level of judgment because they comprise liquid and, in the case of investments, quoted, investments. However, due to their materiality in the context of the financial statements as a whole, they are considered to be the areas which had the greatest effect on our overall audit strategy and allocation of resources in planning and completing our audit.

Our response - Our procedures over the existence, completeness and valuation of the Company's portfolio of cash and listed investments included, but were not limited to:

-     documenting and assessing the processes and controls in place to record investment transactions and to value the portfolio;

-     agreeing the valuation of 100 per cent of listed investments to externally quoted prices; and

-     agreeing 100 per cent of cash and listed investment holdings to independently received third party confirmations.

 

 

 

 

 

3          Our application of materiality and an overview of the scope of our audit

The materiality for the financial statements as a whole was set at RM 118,000 (2015: RM 117,000). This has been determined with reference to a benchmark of total assets, of which it represents 1% (2015: 1%).

We report to the Audit Committee any corrected and uncorrected misstatements exceeding RM 6,000 (2015: RM 6,000), in addition to other identified misstatements that warranted reporting on qualitative grounds.

Due to the extent of the Company's activities in Malaysia, the audit work is undertaken primarily by an audit team from KPMG Malaysia under the direction of KPMG UK. KPMG UK inspected the work of KPMG Malaysia and any further work required was then performed by KPMG Malaysia. Both the audit partner from KPMG Malaysia and the UK senior statutory auditor attend the audit committee meetings.

 

4          Our opinion on other matters prescribed by the Companies Act 2006 is unmodified

In our opinion:

·     the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and

·     the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

 

5          We have nothing to report on the disclosures of principal risks

Based on the knowledge we acquired during our audit, we have nothing material to add or draw attention to in relation to:

·     the directors' statement of viability on page7, concerning the principal risks, their management, and, based on that, the directors' assessment and expectations of the company's continuing in operation over the 3 years to 31 March 2019; or

·     the disclosures in note 1 of the financial statements concerning the use of the going concern basis of accounting.

 

6          We have nothing to report in respect of the matters on which we are required to report by exception 

Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading.

In particular, we are required to report to you if:

·     we have identified material inconsistencies between the knowledge we acquired during our audit and the directors' statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's position and performance, business model and strategy; or

·     the Audit Committee section of the Report of the Directors does not appropriately address matters communicated by us to the audit committee.

 

Under the Companies Act 2006 we are required to report to you if, in our opinion: 

·     adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or 

·     the financial statements and the part of the Directors' Remuneration Report to be audited are not in agreement with the accounting records and returns; or 

·     certain disclosures of directors' remuneration specified by law are not made; or 

·     we have not received all the information and explanations we require for our audit. 

Under the Listing Rules we are required to review: 

·     the directors' statements, set out on pages 13 and 7, in relation to going concern and longer-term viability; and  

·     the part of the Corporate Governance Statement on page 9relating to the company's compliance with the eleven provisions of the 2014 UK Corporate Governance Code specified for our review.

We have nothing to report in respect of the above responsibilities.

 
Scope and responsibilities

As explained more fully in the Directors' Responsibilities Statement set out on page 16, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the company's members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions.

 

 

 

Mark Smith (Senior Statutory Auditor) 

for and on behalf of KPMG LLP, Statutory Auditor 

Chartered Accountants 

15 Canada Square

London

E14 5GL

 

29 July 2016

 

 



2016


2015


Note

RM


RM






Administrative expenses


(299,744)


(248,357)

Other income


4,620


-

Operating loss


(295,124)


(248,357)

Income from investments


34,067


46,332

Gain on disposal of investments


19,527


37,186

Interest receivable on short term bank deposits


404,845


359,721

Profit on ordinary activities before taxation

2

163,315


194,882

Tax on profit on ordinary activities

3

  (113,238)


  (67,851)

Retained profit for the year

8

50,077


127,031

 

Basic and diluted profit per 10p share

4

2.92 sen


7.41 sen

 

 

The results stated above are all derived from continuing operations.

 

The Company has no recognised gains or losses in the period other than those included within the Profit and Loss account and Other Comprehensive Income.

 

Company Number: 00188390

 

 

 

 

 

 

 

 

 

The notes on pages 26 to 33 form part of these financial statements.



 

Balance sheet as at 31 March 2016

 

 

 


Note

2016


2015



RM


RM






Fixed assets





Investments

5

1,070,883


1,102,280






Current assets





 

Other receivables

 

 

 

52,702


 

42,933

Cash and cash equivalents

10

10,707,751


10,601,165








10,760,453


10,644,098

Current liabilities





 

Trade and other payables: amounts falling due within one year

 

6

 

(540,675)


 

(477,926)








(540,675)


(477,926)






Net current assets


10,219,778


10,166,172






Net assets


11,290,661


11,268,452

 

Capital and reserves





 

Called up share capital

 

7

 

1,067,846


 

1,067,846

Fair value reserve

8

  259,310


  287,178

Profit and loss account

8

9,963,505


9,913,428






Shareholders' funds


11,290,661


11,268,452

 

These financial statements were approved by the Board of Directors on 29 July 2016.

 

 

 

CHEW SING GUAN                                                    )

                                                                                    )           Directors

                                                                                    )

CHEW BEOW SOON                                                )

 

 

 

Company Number: 00188390

 

 

The notes on pages 26 to 33 form part of these financial statements.



Statement of Other Comprehensive Income for the year ended 31 March 2016

                                                                                                                       

                                                                                                                       

 


2016


2015


RM


RM





Profit for the financial year

50,077


127,031





Other Comprehensive Income




Unrealised (losses)/gains on investments

  (27,868)


32,630





Total Other Comprehensive Income for the year

22,209


159,661

 

 

 

 

 

Statement of Changes in Equity for the year ended 31 March 2016

                                                                                                                       

                                                                                                                       

 


2016


2015


RM


RM





Retained profit for the year

50,077


127,031





Other recognised (losses)/gains for the year

  (27,868)


32,630





Net addition to shareholders' funds

22,209


159,661





Opening shareholders' funds

11,268,452


11,108,791





Closing shareholders' funds

11,290,661


11,268,452

 

 

 

The notes on pages 26 to 33 form part of these financial statements.

Cash flow statement for the year ended

31 March 2016

 


Note

2016


2015



RM


RM

Cash flows from operating activities





Profit for the year


50,077


127,031

Adjustments for:





Interest receivable on short term bank deposits


(404,845)


(359,721)

Gain on disposal of investments


(19,527)


(37,186)

Income from investments


(34,067)


(46,332)

Taxation

3

113,238


67,851



(295,124)


(248,357)

Increase in trade and other payables


49,945


2,870



(245,179)


(245,487)

Tax paid


(100,434)


(66,007)

Net cash from operating activities


(345,613)


(311,494)

Cash flows from investing activities





 

Dividend received


    27,469


    39,138

Interest received


395,076


352,517

 

Purchase of investments


 (15,222)


-

Sale of investments


44,876


80,774

Net cash from investing activities


452,199


472,429

Cash flows from financing activities





Increase in short term deposits

10

(200,081)


(100,000)

Net cash from financing activities


(200,081)


(100,000)

(Decrease)/Increase in cash


(93,495)


    60,935

Cash and cash equivalents at 31 March 2016

10

10,707,751


10,601,165

 

                                                                                                       

The notes on pages 26 to 33 form part of these financial statements.

 

Notes to the financial statements

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Company's financial statements.

1          Accounting policies

These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland ("FRS 102") as issued in August 2014. The amendments to FRS 102 issued in July 2015 and effective immediately have been applied. The presentation currency of these financial statements is Ringgit Malaysia (RM).

In the transition to FRS 102 from old UK GAAP, the Company has made no measurement and recognition adjustments.

The Company is not part of a larger group and does not prepare consolidated financial statements,

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

 

(a)        Measurement convention

The financial statements are prepared on the historical cost basis except that the fixed assets investments are stated at their fair value measured in accordance with the revaluation model. .

(b)       Going concern

Having undertaken all the appropriate procedures and assessing the financial position as at the year end, performance and results for the financial year, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

(c)        Foreign currency

Transactions in foreign currencies are recorded in Ringgit Malaysia (RM) at rates ruling at the transaction dates. Assets and liabilities are reported at the rates prevailing at the balance sheet date except for share capital which remains at the historical rate. Exchange gains and losses are included in the profit and loss account.

 

Notes (continued)

 

1          Accounting policies (continued)

 

(d)       Employee Benefits

 

Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Company. Short term accumulating compensated absences, such as paid annual leave, are recognised when services are rendered by employees that increases their entitlement to future compensated absences and short term non-accumulating compensated absences, such as sick leave, are recognised when the absences occur.

(e)       Taxation

The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Deferred tax is recognised, without discounting, in respect of all timing differences between the  treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by Section 29 of FRS102.

 

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.

(f)        Loans, receivables and payables

Short term debtors are classified as loans and receivables, as defined in Section 11 of FRS102: Basic financial instruments.

Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other creditors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition they are measured at amortised cost using the effective interest method, less any impairment losses in the case of trade debtors. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument

(g)       Income

Interest income is recognised on an accrual basis.

 

Dividend income is recognised when the right to receive payment is established.

 

 

Notes (continued)

 

1    Accounting policies (continued)

 

(h)       Cash and liquid resources

Cash, for the purpose of the cash flow statement, comprises cash in hand and deposits repayable on demand less overdrafts payable on demand, if any. Liquid resources are current assets investments which are disposable without curtailing the business and are either readily convertible into known amounts of cash at or close to their carrying values or traded in an active market.

 

(i)         Investments

The Company's investments are quoted equity investments and are classified as available-for-sale financial assets. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment loss, are recognised directly in equity. All impairment losses are recognised in the profit and loss account.

 

When an investment is derecognised, the cumulative gain or loss previously recognised in equity is recognised in the profit and loss account.

 

2.   NOTES TO THE PROFIT AND LOSS ACCOUNT

The profit on ordinary activities before taxation is stated:

 


   2016


   2015


   RM


   RM

After charging:




Directors' remuneration *




  - Chew Sing Guan

1,459


1,287

  - Haji Zambri Bin Haji Mahmud

1,216


1,073

  - Diong Chin Teck

1,216


1,073

  - Chew Beow Soon

1,216


1,073





Auditor's remuneration

  - Audit of these financial statements

158,289


121,883





and after crediting:




Interest income

404,845


359,721

Dividend income

34,067


46,332

Gain on disposal of investments

19,527


37,186

           

* Directors' remuneration totalling RM5,107 (2015 : RM4,506) is in respect of directors' fees for duties performed outside the United Kingdom.

 

 

 

3.   TAX ON PROFIT ON ORDINARY ACTIVITIES

 


2016


2015


RM


RM

Foreign taxation

   - current year

96,151


68,347

   - prior year

17,087


(496)

 

 

The current tax charge for the year is higher than the standard rate of corporation tax in the UK of 20% (2015 : 21%). The differences are explained below.

 

Reconciliation of effective  tax expense




2016


2015

 

RM


RM

 




Profit before tax

163,315


194,882

 




Current tax at 20% (2015 : 21%)

32,663


40,925

Expenses not deductible for tax purposes

55,900


48,378

Income not subject to tax

(11,643)


(17,539)

Higher/(Lower) tax rates on overseas earnings

15,385


(3,417)

Others

3,846


-

Under/(Over) provided in prior years

17,087


(496)

 

113,238


67,851

 

 

4.   BASIC AND DILUTED PROFIT PER ORDINARY SHARE OF 10P EACH

 

This is based on the profit after tax of RM50,077 (2015 : RM127,031) and 1,713,334 shares (2015 : 1,713,334 shares), being the weighted average number of shares in issue.  The basic profit per ordinary share is calculated using a numerator of the net profit for the year and a denominator of the weighted average number of ordinary shares in issue for the year.  There is no difference in 2016 or 2015 between the basic and diluted profit per share as there are no potentially dilutive shares, including share options and warrants, to convert.

 

 



 

5.   INVESTMENTS

 


2016


2015


RM


RM

 




At beginning of year

1,102,280


1,106,044

Additions

21,820


7,194

Change in fair value

(27,868)


32,630

Disposals

(25,349)


(43,588)

At end of year

1,070,883


1,102,280

 

 

6.   OTHER PAYABLES: Amounts falling due within one year

 


2016


2015


RM


RM

 




   - Other creditors

100,000


50,055

   - Taxation and social security

440,675


427,871


540,675


477,926

 

Included in taxation and social security is an amount of RM414,524 (2015 : RM414,524)representing a provision for the real property gain tax arising from the sale of the plantation in 2006.

 

 

7.   SHARE CAPITAL

 


2016


2015


RM


RM

Authorised




    2,000,000 ordinary shares of 10p each

1,493,610


1,493,610

Issued and fully paid up




    1,713,334 ordinary shares of 10p each

1,067,846


1,067,846

 

 

8.   RESERVES


Fair value reserve


Profit and loss account


RM


RM





At 1 April 2015

287,178


9,913,428

   Profit for the year 

-


50,077

Unrealised gains on investments

(27,868)


-

At 31 March 2016

259,310


9,963,505

 

 

9.   EMPLOYEES


2016


2015


RM


RM





Wages and salaries

1,459


1,287





Average number of staff




   employed during the year

1


1

 

 

10. CASH AND CASH EQUIVALENTS


2016


2015


RM


RM

 




Short term deposits

10,600,081


10,400,000

Cash at bank and in hand

107,670


201,165


10,707,751


10,601,165

 

 

11. FINANCIAL INSTRUMENTS

 

(a)        Financial risk management objectives and policies

The Company's financial risk management policies seek to ensure that adequate financial resources are available for the development of the Company's business whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Company operates within clearly defined guidelines that are approved by the Board of directors and the Company's policy is not to engage in speculative transactions.

 

(b)       Interest rate risk

The Company's primary interest rate risk relates to interest-earning assets as the Company had no long-term interest-bearing debts as at 31 March 2016. The investments in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in fixed deposits.

Financial Assets

 

Effective interest

rate per annum

%

Total

RM

Within 1 year

RM

 

2016




Short term deposits

4.20

10,600,081

10,600,081

 

2015




Short term deposits

3.73

10,400,000

10,400,000

 

(c)        Foreign exchange risk

The Company operates in Malaysia and is only exposed to the sterling pound currency for payments made to UK companies for services rendered to the Company. This poses minimum risk as the level of these payments is not significant.

 

 

11.   FINANCIAL INSTRUMENTS (Cont'd)

 

(d)       Liquidity risk

The Company actively manages its operating cash flows and availability of funds so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Company maintains sufficient levels of cash or readily convertible investments to meet its working capital requirements.

(e)       Credit risk

The Company's maximum credit risk exposure is the fair value of its cash and cash equivalents, presented in note 10 of RM10,707,751 and RM10,601,165 at 31 March 2016 and 2015 respectively. Bank balances are held with reputable and established financial institutions.

The Company's principal financial asset is cash and short term deposits and credit risk arises from cash and short term deposits with banks and financial institutions.

It is the Company's policy to monitor the financial standing of these institutions on an on going basis.

(f)        Fair values

The fair values of financial assets and financial liabilities reported in the balance sheet approximate to the carrying amounts of those assets and liabilities.

(g)       Price risk

The Company is exposed to equity price risk in relation to its fixed asset investments, all of which are listed on the Malaysian Stock Exchange. A five percent increase in Malaysian equity prices at the reporting date would have increased equity by RM54,000 (2015 : RM55,000); an equal change in the opposite direction would have decreased equity by RM54,000 (2015: RM55,000).

 

(h)       Cash flow risk

The Company's assets comprise of cash and short term deposits all of which earn interest. There is minimum risk on the cash flow. Cash flow monitoring is a high priority with the management.

 

(i)         Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Company is not subject to externally imposed capital requirements. There were no changes in the Company's approach to capital management in the year.

 

 

 

 

 

 

 

 

12. RELATED PARTY TRANSACTIONS AND BALANCES

 

The related party transactions undertaken by the Company during the financial year are as follows:


2016


2015


RM


RM

Agency fees and accounting fees paid to




    Plantation Agencies Sdn. Berhad,




acompany in which Chew Sing Guan, director,




    of the company is also a director

26,400


27,984





Purchases and sales of quoted shares through

2016


2015

Mercury Securities Sdn. Bhd. ("MSSB"),

RM


RM

 a company in which, Chew Sing Guan, director,




   has a substantial financial interests








-   Purchases of quoted shares

21,819


-





-   Sales of quoted shares

44,875


80,774





The terms and conditions for the above transactions are based on normal trade terms.

 

In the opinion of the directors there is no controlling or ultimate controlling party at the year end.   

 

13. Explanation of transition to FRS 102 from Adopted old UK GAAP

As stated in note 1, these are the Company's first financial statements prepared in accordance with FRS 102.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2016 and the comparative information presented in these financial statements for the year ended 31 March 2015.

The Company has made no measurement and recognition adjustments upon transition from its old basis of accounting (UK GAAP) to FRS 102.

 

 

 

 

 

 

 

 

 

 



 

 

Year ended 31 March

2016

2015

2014

2013

2012


RM

RM

RM

RM

RM







BALANCE SHEET ANALYSIS












Called-up share capital

1,067,846

1,067,846

1,067,846

1,067,846

1,067,846

Reserves

10,222,815

10,200,606

10,040,945

9,650,644

9,562,954

Total shareholders' funds

11,290,661

11,268,452

11,108,791

10,718,490

10,630,800







Investments

1,070,883

1,102,280

1,106,044

1,395,641

1,335,965

Net current assets

10,219,778

10,166,172

10,002,747

9,322,849

9,294,835


11,290,661

11,268,452

11,108,791

10,718,490

10,630,800







PROFIT AND LOSS






  ACCOUNT ANALYSIS












 (Loss)/profit before interest and taxation

(241,530)

(164,839)

54,326

(132,833)

(92,418)







Interest receivable

404,845

359,721

334,178

322,571

311,338

Taxation

(113,238)

(67,851)

(67,166)

(61,198)

(64,530)







Profit after taxation

50,077

127,031

321,338

128,540

154,390

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Proxy form

HIDONG ESTATE PLC


I/We



of


In Block

being a member(s) of HIDONG ESTATE PLC hereby appoint #Mr. Chew Sing Guan or failing him, 

Capitals

Tuan Haji Zambri bin Haji Mahmud or failing him ,





as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on 26th day of September 2016 and at any adjournment thereof, in the manner indicated below:-



Please indicate how you wish your vote to be cast

Resolution relating to :-

For

Against

1.

To receive and consider the audited financial statements and the reports of the directors and auditors thereon for the year ended 31 March 2016.



2.

To re-elect Mr. Chew Sing Guan who retires in accordance with article 108 of the Company's Articles of Association, and being eligible, offers himself for re-election.



3.

To appoint MHA MacIntyre Hudson as auditors in place of the retiring auditors, KPMG LLP, and authorise the directors to fix their remuneration.



4.

To approve the Directors' Remuneration Report for the year ended 31 March 2016.




5.

To approve the Directors' Remuneration Policy.




6.

To approve the following non-executive directors who have served as independent non-executive directors for a cumulative term of more than nine (9) years to continue to act as independent non-executive directors of the Company:-

 

·  Tuan Haji Zambri bin Haji Mahmud

·  Mr. Diong Chin Teck

·  Mr. Chew Beow Soon

 








Number of shares held    ……………….



Dated this ……………. day of  ……………………..……… 2016

Signature  …………………………...

 

Note :

 

1.     # If it is desired to appoint another person as a proxy, these names should be deleted and the name of the proxy, who need not be a member of the Company, should be inserted in block capitals, and the alteration should be initialled.

2.     This proxy to be valid, must be deposited at the head office of the Company, "Hidong Estate Plc, Third Floor, Standard Chartered Bank Chambers, Beach Street, 10300 Penang, Malaysia" not less than 48 hours before the time appointed for holding the meeting.

3.     In the case of a corporation, the proxy must be executed under its common seal, or under the hand of a duly authorised officer. If executed under the hand of a duly authorised officer, evidence of such authority must be produced with the proxy form.    

4.     In the case of joint holders, the signature of any one joint holder is sufficient.

5.     If neither "FOR" nor "AGAINST" is indicated above, the proxy will vote or abstain as he thinks fit.

6.     To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please fold across the line and close


Please Affix Stamp Here

 





                                                    To:                                   

HIDONG ESTATE PLC (990786-V)

THIRD FLOOR

Standard Chartered Bank Chambers

Beach Street

10300 Penang

Malaysia

 















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