Final Results

Hidong Estate PLC 28 September 2007 Hidong Estate PLC Notice of AGM and Annual report and accounts for the year to 31 March 2007 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the EIGHTY FOURTH ANNUAL GENERAL MEETING of the Company will be held at the head office of the Company, Standard Chartered Bank Chambers, Beach Street, 10300 Penang, Malaysia on 30th October 2007 at 10:30 am for the following purposes:- 1. To receive and consider the financial statements and the reports of the directors and auditors thereon for the year ended 31st March 2007. 2. To re-elect Tuan Haji Zambri bin Haji Mahmud who retires in accordance with article 108 of the Company's Articles of Association. 3. To consider and if thought fit, pass the following Ordinary Resolution:- 'That pursuant to section 293(5) of the Company Act 1985, special notice having been given, Mr. Diong Chin Teck, aged 74, be re-appointed as Director of the Company to hold office until the next Annual General Meeting of the Company.' 4. To appoint the auditors and to authorize the directors to fix their remuneration. Ordinary Resolution:- 'That KPMG Audit Plc be and is hereby appointed auditors of the Company 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.' 5. To approve the Directors' Remuneration Report Ordinary Resolution:- 'That the Directors' Remuneration Report for the year ended 31st March 2007 be and is hereby approved.' By order of the Board GRACE SMITH Secretary Penang 28th September 2007 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. Corporate Information 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 57. Tuan 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 68. 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 74. Chew Beow Soon A non-executive director of the Company since 2000. A director of several private limited companies. Age 58. AUDIT COMMITTEE Tuan Haji Zambri bin Haji Mahmud (Chairman) Chew Beow Soon (Member) Diong Chin Teck (Member) COMPANY SECRETARY Grace Smith HEAD OFFICE, MANAGING AGENTS AND MALAYSIAN REGISTRARS Plantation Agencies Sdn. Berhad Standard Chartered Bank Chambers Beach Street P.O.Box 706 10790 Penang, Malaysia REGISTERED OFFICE 34 Beckenham Road Beckenham, Kent BR3 4TU U.K. REGISTRARS CAPITA IRG Plc 34 Beckenham Road Beckenham, Kent BR3 4TU AUDITORS KPMG Audit Plc 8 Salisbury Square London EC4Y 8BB LISTING London Stock Exchange Chairman's Statement On behalf of the Board of Directors of Hidong Estate Plc, I am pleased to present to you the Annual Report and Audited Financial Statements of the Company for the financial year ended 31st March 2007. For the financial year ended 31st March 2007 the Company recorded a revenue of RM42,424 and a loss before tax of RM65,484 as compared to a revenue of RM1,740,941 and a profit before tax of RM8,534,023 in prior year and largely attributable to the disposal of the company's plantation. The revenue has also dropped as the Company is left without a core business after the disposal of its oil palm and rubber plantation together with its immovable plant. As announced earlier the Company's assets after the disposal of the plantation and its other plant and equipment now comprise of cash and bank deposits, all of which earn interest. Following the disposal our Board has been actively identifying suitable investments that would provide sustainable growth and create better value for the shareholders in the long term. As such the directors are of the opinion that until a new suitable investment has been identified, it would be in the best interest of the Company to retain its cash reserves for the time being in the event a cash need arises once a suitable investment is identified. On behalf of the Board, once again I would like to express my sincere appreciation to the management and all our employees for their efforts, dedication and commitment. I would also like to take this opportunity to thank my fellow directors for their co-operation and inputs, and shareholders for their faith and continued support. CHEW SING GUAN Chairman Penang 26th September 2007 Report of the directors The directors present their eighty fourth report and financial statements of the Company for the financial year ended 31st March 2007. PRINCIPAL ACTIVITIES AND REVIEW OF DEVELOPMENT OF BUSINESS The principal activities of the Company which were in the production of natural rubber and oil palm fresh fruit bunches had ceased when the Company sold its land and plantations in the previous year. Since then, the Board are actively identifying suitable investments for the Company. The Company made a loss of RM135,484 after tax in the current year. This is mainly due to expenses amounting to RM129,135 incurred in the current financial year relating to the sale of the plantation and the provision of allowance for doubtful debts of RM42,045. PRINCIPLE RISKS AND UNCERTAINTIES The Company's assets after the disposal of the plantation and its other plant and equipment comprise of cash and bank deposits all of which earn interest. The financial risks involved are minimal and can be found in Note 15 to the financial statements. RESULTS AND DIVIDEND The Company made a loss after taxation of RM135,484 for the year compared to a profit of RM7,961,588 in the previous year. No dividend is proposed (2006: RM Nil) DIRECTORATE The names of the directors who held office during the year together with brief biographical details are shown on page 2. In accordance with article 108 of the Company's Articles of Association, Tuan Haji Zambri bin Haji Mahmud 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. DIRECTORS' INTEREST The directors who held office at end of the financial year had the following interests in the ordinary shares of the Company. Number of Ordinary Shares of 10p each At 31st March, 2007 Beneficially Owned Non-Beneficially Owned Chew Sing Guan Nil 799,986 Tuan Haji Zambri bin Haji Mahmud Nil 1,000 Diong Chin Teck Nil 1,000 Chew Beow Soon Nil 1,000 At 31st March, 2006 Beneficially Owned Non-Beneficially Owned hew Sing Guan Nil 799,986 Tuan Haji Zambri bin Haji Mahmud Nil 1,000 Diong Chin Teck Nil 1,000 Chew Beow Soon Nil 1,000 The Company has not received notification of any change in the above shareholdings between 1st April, 2007 and the date of this report. No directors had any interest either during or at the end of the year in any material contract or arrangement with the Company except as disclosed in note 16 to the financial statements. According to the register of directors' interest, no right to subscribe for shares in or debentures of the Company were granted to any of the directors or their immediate families, or exercised by them, during the financial year. SUBSTANTIAL SHAREHOLDINGS At the date of this report, substantial interest in the share capital of the Company, notified to the Company, were as follows:- No. of Ordinary Shares of 10p each % Malayan Securities Trust Sdn 798,986 46.63 Berhad Thomas William George Charlton 231,997 13.54 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 The Board of Hidong Estate Plc supports and will strive to maintain compliance with the principles of corporate governance advocated by the revised Combined Code on Corporate Governance issued by the Financial Reporting Council in July 2003 (the Code). Internal Audit The need of an internal audit has been reviewed by the directors. It was decided that the current size of the Company 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. 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 external auditors did not provide any non audit services in the 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 31st March 2007 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 3/3 Tuan Haji Zambri bin Haji Mahmud 3/3 Diong Chin Teck 3/3 Chew Beow Soon 3/3 The Board is guided by a formal schedule of matters specifically reserved to it for decision which includes future strategy, key business policies, material acquisitions and disposals, approval of interim financial statements, preliminary results and 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 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. 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. Although Tuan Haji Zambri bin Haji Mahmud has been a non-executive director for more than ten years, the Board is satisfied that he has continued to demonstrate his independence in terms of character and judgment. 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, 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 reports periodically to it. Important business matters are submitted to the Board for decision. 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. In addition, Directors over seventy years of age are required to submit themselves for re-appointment annually in accordance with Section 293(5) of the Companies Act, 1985. The Board has chosen not to adopt the additional provision in 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. 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. 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 (Chairman), 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 balanced assessment of the Company's position. 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. 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 2007, the Audit Committee met three times and the attendances of the members of the Committee are as follows: Attendance Tuan Haji Zambri bin Haji Mahmud 3/3 Diong Chin Teck 3/3 Chew Beow Soon 3/3 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, the Audit Committee reviewed the half-yearly interim report to shareholders, preliminary final results and annual financial statements and announcements before submitting the same to the Board for approval. The Audit Committee also assisted the Board to review the system of internal control put in place by the Managing Agents to manage the operations of the Company. The terms of reference of the Audit Committee are available upon request at the Head Office of the Company. 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 to achieve 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 Board confirms that they have established procedures to provide internal control necessary to implement the guidance issued by the Turnbull committee. The key procedures 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 and annual budgeting cycles. • 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 auditors are unaware and each directors has taken all the steps that they ought to have taken as a directors to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information. GOING CONCERN Having undertaken all the appropriate procedures and assessing the performance and results, there is reasonable expectation that the Company will continue in operational existence for the foreseeable future and the Board has therefore continued to adopt the going concern basis in preparing the financial statements. AUDITORS KPMG Audit Plc have expressed their willingness to continue in office. In accordance with Section 384 of the Companies Act, 1985, a resolution for the re-appointment of KPMG Audit Plc is to be proposed at the forthcoming annual general meeting. CHEW SING GUAN TUAN HAJI ZAMBRI BIN HAJI MAHMUD Chairman Director Penang 26th September 2007 Directors' Remuneration Report This report has been prepared in accordance with the Directors' Remuneration Report Regulation 2002. The report also meets the relevant requirement of the Listing Rules of the Financial Services Authority. As required by the Regulations, a resolution to approve the report will be proposed 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 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 31st March 2007, 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 as they received only a nominal fee for their services. The Company's performance, measured by total shareholder return, has been compared with the performance of the FTSE Small Cap Index, also measured by total shareholder return. This index has been selected for the comparison because it reflects the market sector in which the Company is reported. Audited information Aggregate Directors' remuneration The total amounts for Directors' remuneration are as follows: Emoluments 2007 2006 RM RM 5,668 6,947 ============== ============ Directors' emoluments - fee 2007 2006 RM RM Executive Director Chew Sing Guan 1,618 1,985 Non - executive Directors Tuan Haji Zambri bin Haji Mahmud 1,350 1,654 Diong Chin Teck 1,350 1,654 Chew Beow Soon 1,350 1,654 -------------- ------------ 5,668 6,947 ============== ============ Approval This report was approved by the Board of Directors on 26th September 2007 and signed on its behalf: Chew Sing Guan Chairman Statement of directors' responsibilities in respect of the Report and the financial statements The directors are responsible for preparing the 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 the Directors have elected to prepare the financial statements in accordance with UK Generally Accepted Accounting Practice. The financial statements are required by the law to give a true and fair view of the state of the affairs of the Company and of the profit or loss for that period. In preparing these financial statements, the directors are required to: o Select suitable accounting policies and then apply them consistently; o Make judgments and estimates that are reasonable and prudent; o State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and o 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 proper accounting records that 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, 1985. They have a 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 Directors Report, Directors' Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Independent auditors' report to the members of Hidong Estate Plc We have audited the financial statements of Hidong Estate Plc for the year ended 31 March 2007 which comprise the Profit and Loss Account, the Balance Sheet, the Cash Flow Statement, the Reconciliation of Movements in Shareholder Funds and the related notes. These financial statements have been prepared under the accounting policies set out therein. We have also audited the information in the Directors' Remuneration Report that is described as being audited. This report is made solely to the Company's members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors' responsibilities for preparing the Annual Report and the financial statements and the Directors' Remuneration Report in accordance with applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice) are set out in the Statement of the Directors' Responsibilities on Page 13. Our responsibilities is to audit the financial statements and the part of the Directors' Remuneration Report to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the Directors' Remuneration Report to be audited have been properly prepared in accordance with the Companies Act, 1985. We also report to you whether in our opinion the information given in the Directors' Report is consistent with the financial statements. We also report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and other transactions is not disclosed. We review whether the statement on pages 5 to 10 reflects the Company's compliance with the nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority and we report if it does not. We are not required to consider whether the Board's statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the Company's corporate governance procedures or its risk and control procedures. We read the other information contained in the Directors' Report and consider whether it is consistent with the audited financial statements. We consider the implication for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Directors' Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors' Remuneration Report to be audited are free from material misstatement whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion: •The financial statements give a true and fair view, in accordance with UK Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 March 2007 and of its loss for the year then ended; •The financial statements and the part of the Directors' Remuneration Report to be audited have been properly prepared in accordance with the Company Act 1985; and •The information given in the Directors' Report is consistent with the financial statements. KPMG Audit Plc 8 Salisbury Square Chartered Accountants London Registered Auditor EC4Y 8BB 26th September 2007 Profit and loss account for the year ended 31st March 2007 2007 2006 Note RM RM Turnover - discontinued operations 2 42,424 1,740,941 Cost of sales (33,486) (1,245,907) --------- --------- Gross profit 8,938 495,034 Distribution costs (109) (85,199) Administrative expenses (422,239) (228,719) Other income - 16,571 --------- --------- Operating (loss)/profit - discontinued operations (413,410) 197,687 Profit on sale of plantations - 8,260,363 Interest receivable on short term deposits 347,926 75,973 --------- --------- (Loss)/profit on ordinary activities before taxation 3 (65,484) 8,534,023 Tax on profit on ordinary activities 4 (70,000) (572,435) --------- --------- (Loss)/retained profit for the year 10 (135,484) 7,961,588 ========= ========= Basic and diluted (loss)/profit per 10p share - discontinued operations 5 (7.91)sen 464.68sen ========= ========= A note on historical gains and losses has not been included as part of the financial statements as the results as disclosed in the profit and loss are prepared on an unmodified historical cost basis. The notes below form part of these financial statements. Balance Sheet as at 31st March 2007 2007 2006 Note RM RM CURRENT ASSETS --------- --------- Stocks 6 - 41,032 Debtors 7 131,753 218,203 Cash at bank and in hand 13 10,635,755 10,944,672 ---------- ---------- 10,767,508 11,203,907 ---------- ---------- CREDITORS: amounts falling due within one 8 (587,812) (888,727) year --------- ---------- NET ASSETS 10,179,696 10,315,180 ========== ========== CAPITAL AND RESERVES Called up share capital 9 1,067,846 1,067,846 Profit and loss account 10 9,111,850 9,247,334 ---------- ---------- SHAREHOLDERS' FUNDS 10,179,696 10,315,180 ========== ========== These financial statements were approved by the Board of Directors on 26th September 2007. CHEW SING GUAN TUAN HAJI ZAMBRI BIN HAJI MAHMUD Directors The notes on pages below form part of these financial statements. Statement of total recognised gains and losses for the year ended 31st March 2007 2007 2006 RM RM (Loss)/profit for the financial year (135,484) 7,961,588 Realised surplus on revaluation of properties - (5,832,048) ---------- ---------- Total recognised gains and losses relating to the financial year (135,484) 2,129,540 ========== ========== Reconciliation of movements in shareholders' funds for the year ended 31st March 2007 2007 2006 RM RM (Loss)/retained profit for the year (135,484) 2,129,540 Opening shareholders' funds 10,315,180 8,185,640 ---------- ---------- Closing shareholders' funds 10,179,696 10,315,180 ========== ========== The notes below form part of these financial statements. Cash flow statement for the year ended 31st March 2007 2007 2006 Note RM RM NET CASH (OUTFLOW)/INFLOW FROM OPERATING ACTIVITIES 11 (579,532) 71,466 RETURNS ON INVESTMENTS AND SERVICING OF FINANCE Interest received 347,926 75,973 TAXATION Overseas tax paid (77,311) (80,775) CAPITAL EXPENDITURE Purchase of tangible fixed assets - (650) Proceeds from disposal of property, plant and equipment - 9,863,745 -------- --------- NET CASH (OUTFLOW)/INFLOW BEFORE MANAGEMENT OF LIQUID RESOURCES (308,917) 9,929,759 MANAGEMENT OF LIQUID RESOURCES Decrease/(increase) in short term deposits 44,787 (9,673,359) -------- --------- (DECREASE)/INCREASE IN CASH 12 (264,130) 256,400 ======== ========= The notes below 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. In these financial statements the following new standard has been adopted for the first time : • FRS 20 'Share-based payments' The accounting policies under this new standard are set out below together with an indication of the effects of its adoption. 1. ACCOUNTING POLICIES (a) Accounting convention The financial statements of the Company have been prepared under the historical cost convention and in accordance with applicable approved accounting standards. (b) Foreign currencies 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. (c) Replanting expenditure Replanting expenditure is charged to the profit and loss account in the year in which the expenditure is incurred. (d) Replanting cess refunds Replanting cess receivable is included in the financial statements on an accrual basis. (e) Stocks and stores Rubber stocks are valued at the lower of cost of production and net realisable value. Cost comprises the weighted average ex-estate cost and includes manufacturing charges where applicable. Estate stores are valued at cost on a weighted average basis. Cost includes the actual cost of materials and incidentals in bringing the items into the store. (f) Employee Benefits i) 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. ii) Defined contribution plans As required by law, companies in Malaysia make contribution to the state pension scheme, the Employees Provident Fund ('EPF'). Such contribution is recognised as an expense as incurred. iii) Retirement and service gratuity benefits The Company does not operate any retirement benefits scheme other than contributions to approved provident funds. (g) Taxation Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extend that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised for goodwill not deductible for tax purpose and the initial recognition of assets or liabilities that at the time of the transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. 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. (h) Financial instruments Short term debtors and creditors, as defined in financial reporting standard FRS 26 Derivatives and other financial instruments disclosures have been excluded from the information contained in Note 15 save those relating to currency risk. (i) Turnover Turnover represents the invoiced value of crops sold during the year and proceeds from the manufacture of rubber. Interest income is recognised on an accrual basis. (j) Debtors/Creditors Debtors and creditors are stated at cost. (k) Cash and liquid resources Cash for the purpose of the cash flow statement, comprises cash in hand and deposits repayable in demand less overdrafts payable on demand. 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. 2. TURNOVER, PROFIT AND SEGMENTAL INFORMATION All turnover and profit are derived in Malaysia from the sale of rubber stocks. Analysis of turnover and results before interest and tax by rubber are as follows:- 2007 2006 RM RM TURNOVER Rubber 42,424 717,910 FFB - 1,023,031 ---------- --------- 42,424 1,740,941 ========== ========= RESULTS BEFORE INTEREST AND TAX 2007 2006 RM RM Rubber (413,410) 90,205 FFB - 107,482 ---------- --------- (413,410) 197,687 ========== ========= 3. NOTES TO THE PROFIT AND LOSS ACCOUNT The (loss)/profit on ordinary activities before taxation is stated after charging the following items:- 2007 2006 RM RM Depreciation of tangible fixed assets - 9,359 Directors' remuneration * Chew Sing Guan 1,618 1,985 Tuan Haji Zambri Bin Haji Mahmud 1,350 1,654 Diong Chin Teck 1,350 1,654 Chew Beow Soon 1,350 1,654 Auditors' remuneration - Audit of these financial statements 72,285 110,000 Replanting expenditure - 22,043 Allowance for doubtful debts 42,045 - Expenditure on sale of plantation ** 129,135 - * Directors' remuneration totaling RM5,668 (2006: RM6,947) is in respect of directors' fees for duties performed outside the United Kingdom. ** The expenditure on sale of plantation is related to additional costs incurred in the current year relating to the sale of the plantation which happened in the previous financial year. 4. TAX ON PROFIT ON ORDINARY ACTIVITIES 2007 2006 RM RM Foreign taxation 70,000 609,435 - based on the profit for the year - deferred tax - (37,000) ---------- ---------- 70,000 572,435 ========== ========== Factors affecting the tax charge for the current period. The current tax charge for the period is 20% (2006 : 20%) which is lower than the standard rate of corporation tax in the UK of 30% (2006 : 30%). The differences are explained below. Reconciliation of effective tax expense 2007 2006 RM RM (Loss)/Profit before tax (65,484) 8,534,023 Current tax at 30% (2006 : 30%) (19,645) 2,560,207 Expenses not deductible for tax purposes 55,352 149,750 Capital allowances for period in excess of depreciation - (20,051) Increase in tax losses 68,670 - Lower tax rates on overseas earnings (34,377) (2,080,471) ---------- ---------- 70,000 609,435 ========== ========== 5. BASIC AND DILUTED (LOSS)/PROFIT PER 10P SHARE This is based on the loss after taxation of RM135,484 (2006 : Profit After Tax RM7,961,588) and 1,713,334 shares (2006: 1,713,334 shares) being the weighted average number of shares in issue. 6. STOCKS 2007 2006 RM RM Stock of rubber - 11,086 Estate stores - 29,946 --------- ----------- - 41,032 ========= =========== 7. DEBTORS 2007 2006 RM RM Due within one year Trade debtors - 8,710 Other debtors 131,753 209,493 --------- ----------- 131,753 218,203 ========= =========== 8. CREDITORS: Amounts falling due within one year 2007 2006 RM RM Trade creditors 4,006 4,006 Other creditors 62,661 356,265 Taxation and social security 521,145 528,456 ---------- ---------- 587,812 888,727 ========== ========== Included in taxation and social security is an amount of RM414,524 (2006: RM414,524) representing provision for Real Property Gain Tax arising from the sale of plantation. 9. SHARE CAPITAL 2007 2006 RM RM Authorised 2,000,000 shares of 10p each 1,493,610 1,493,610 ========== ========== Issued and fully paid up 1,713,334 shares of 10p each 1,067,846 1,067,846 ========== ========== 10. RESERVES 2006 2007 Land and Profit Land and Profit plantations and loss plantations and loss revaluation Account revaluation account reserve reserve RM RM RM RM At 1st April - 9,247,334 5,832,048 1,285,746 Reclassification of revaluation reserves (5,832,048) 5,832,048 (Loss)/retained profit - (135,484) - 2,129,540 -------- --------- ---------- --------- At 31st March - 9,111,850 - 9,247,334 -------- --------- ---------- --------- 11. RECONCILIATION OF OPERATING PROFIT TO NET CASH (OUTFLOW) / INFLOW FROM OPERATING ACTIVITIES 2007 2006 RM RM Operating (loss)/profit (413,410) 197,687 Depreciation charge - 9,359 Decrease in stocks 41,032 111,875 Decrease in debtors 86,450 210 Decrease in creditors (293,604) (247,665) ----------- ---------- Net cash (outflow) / inflow from operating activities (579,532) 71,466 =========== ========== 12. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2007 2006 RM RM (Decrease)/Increase in cash in the year (264,130) 256,400 (Decrease)/Increase in liquid resources (44,787) 9,673,359 ----------- ---------- Movement in net funds in the year (308,917) 9,929,759 Net funds at 1st April 10,944,672 1,014,913 ----------- ---------- Net funds at 31st March 10,635,755 10,944,672 =========== ========== 13. ANALYSIS OF NET FUNDS At 1st April, 2006 Cash flow At 31st March, 2007 RM RM RM Short term deposits 10,643,359 (44,787) 10,598,572 Cash at bank and in hand 301,313 (264,130) 37,183 ---------- ----------- ---------- 10,944,672 (308,917) 10,635,755 ========== =========== ========== 14. EMPLOYEES 2007 2006 RM RM Costs during the year in respect of all employees were as follows: Wages and salaries 5,668 632,098 Social security costs - 9,127 Approved provident fund contributions - 67,919 2007 2006 Average number of persons employed during the year: Estate workers - 75 Estate staff 4 6 15. 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 2007. 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. Effective Interest Financial Assets Rates Total Within 1 year 2007 Short term deposits 3.3% 10,598,572 10,598,572 2006 Short term deposits 3.2% 10,643,359 10,643,359 (c) Foreign exchange risk The Company operates locally and is only exposed to sterling pound currency for payments to UK companies for services rendered to the Company, which poses minimum risk. (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 cash convertible investments to meet its working capital requirements. (e) Credit risk Credit risk, or the risk of counterparties defaulting, is controlled by the receipt of credit approvals and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Company's associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via the Company's management reporting procedures. (f) Fair values The fair values of financial assets and financial liabilities reported in the balance sheet approximate the carrying amounts of those assets and liabilities. (g) Price risk The Company has so significant exposure to securities price risk as it holds no listed equity investments. (h) Cash flow risk The Company's assets comprise of cash and bank deposits all of which earn interest. There is minimum risk on the cash flow. Cash flow monitoring is a high priority with the management. 16. RELATED PARTY TRANSACTIONS 2007 2006 RM RM Agency fees, accounting fees and Compensation paid to Plantation Agencies Sdn. Berhad, a Company in which a director of the Company is also a director 52,177 57,217 ----------- --------- There is no controlling or ultimate controlling party and there is no outstanding amount owed to/ from Plantation Agencies Sdn. Berhad at the end of the year. Comparative statistics Year ended 31st March 2007 2006 2005 2004 2003 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 9,111,850 9,247,334 7,117,794 6,828,215 6,503,565 Total shareholders' funds 10,179,696 10,315,180 8,185,640 7,896,061 7,571,411 Fixed assets - - 7,677,932 7,631,942 7,656,556 Net current assets 10,179,696 10,315,180 1,070,894 819,253 445,010 Provision for liabilities and charges - - (563,186) (555,134) (530,155) 10,179,696 10,315,180 8,185,640 7,896,061 7,571,411 PROFIT AND LOSS ACCOUNT ANALYSIS (Loss)/Profit before interest, replanting expenditure and taxation (413,410) 219,730 380,081 396,186 197,810 Profit on sale of plantation - 8,260,363 - - - Interest 347,926 75,973 25,833 16,620 5,589 Replanting expenditure - (22,043) (34,938) (84,832) (115,790) Taxation (70,000) (572,435) (81,397) (3,324) (1,057) (Loss)/Profit after taxation (135,484) 7,961,588 289,579 324,650 86,552 Year ended 31st March 2007 2006 2005 2004 2003 RUBBER Average mature area - hectares - 177 177 177 179 Production - kgs - 116,185 189,493 228,800 196,800 Yield per hectare - kgs - 787 1,053 1,291 1,099 Duty and research cess - sen/kg - 3.85 3.85 3.85 3.85 Overall cost of production - sen/kg (FOB) - 414 324 281 264 Average selling price - sen/kg (FOB) 736 575 448 414 303 OIL PALM Average mature area - hectares - 380 380 351 328 Production - tonnes FFB - 3,942 3,775 3,425 3,139 Yield per hectare - tonnes FFB - 10 10 10 10 Cost of production - RM/tonne FFB (del.mill) - 193 213 195 171 Average selling price - RM/tonne FFB (del.mill) - 260 380 285 253 This information is provided by RNS The company news service from the London Stock Exchange FR LPMRTMMBTBBR
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