TIDMHID
RNS Number : 2691K
Hidong Estate PLC
26 July 2013
Hidong Estate Plc
(Incorporated in England)
Contents
Page
Notice of meeting .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 1
Corporate information .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 2 - 3
Chairman's statement .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 4
Report of the directors .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 5 - 9
Directors' remuneration report .. .. .. .. .. .. .. .. 10 -
.. .. .. .. .. .. .. .. .. .. 11
Statement of directors' responsibilities in respect of
the report and the financial statements .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. 12
Independent auditor's report to the members of Hidong 13 -
Estate Plc .. .. .. .. 14
Profit and loss account .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. .. 15
Balance sheet .. .. .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 16
Statement of total recognised gains and losses .. .. ..
.. .. .. .. .. .. .. .. 17
Reconciliation of movements in shareholders' funds ..
.. .. .. .. .. .. .. .. 17
Cash flow statement .. .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 18
Notes to the financial statements .. .. .. .. .. .. .. 19 -
.. .. .. .. .. .. .. .. .. .. 27
Comparative statistics .. .. .. .. .. .. .. .. .. .. ..
.. .. .. .. .. .. .. .. .. .. 28
Notice of meeting
NOTICE IS HEREBY GIVEN that the NINETIETH 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, 23 September 2013 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 2013.
2. To re-elect Mr. Chew Beow Soon 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 KPMG LLP as the Company's new auditors and to
authorise the directors to fix their remuneration.
Ordinary Resolution:-
"KPMG Audit Plc have notified the Company that they are not
seeking reappointment. It is proposed that KPMG LLP be and are
hereby appointed auditors of the Company and will hold office from
the conclusion of this meeting until the conclusion of the next
general meeting at which accounts 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 2013 be and is hereby approved."
5. To transact any other business of which due notices shall have been given.
By order of the Board
GRACE SMITH
Secretary
26 July 2013
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 63.
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 74.
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
80.
Chew Beow Soon
A non-executive director of the Company since 2000. A director
of several private limited companies. Age 64.
AUDIT COMMITTEE
Haji Zambri bin Haji Mahmud (Chairperson)
Chew Beow Soon (Member)
Diong Chin Teck (Member)
COMPANY SECRETARY
Grace Smith
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 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 Financial
Statements of the Company for the financial year ended 31 March
2013.
The current year profit is mainly attributable to dividend and
interest income.
The Board continues to explore viable profitable business
ventures with the objective of maximising long term growth and
strengthening shareholder value.
Nevertheless, by maintaining the Company's assets in liquid
form, the Company has been able to show positive returns in the
past few years and preserves our ability to react to opportunities
should they materialise.
At the point of writing this statement, the overall world
economy is not in a great place save for the liquidity driven
capital markets. In the past year, our company has studied several
business overtures that may be suitable for our modest resources
but I regret to report that there is yet no successful outcome. The
company however continues to explore possibilities.
On behalf of the Board, once again I would like to express my
sincere appreciation to the management and staff for their efforts
and dedication to the Company. I would also like to take this
opportunity to thank my fellow directors for their co-operation and
stewardship, and shareholders for their faith and continued
support
CHEW SING GUAN
Chairman
Penang, Malaysia
26 July 2013
Report of the directors
The directors present their ninetieth report and financial
statements of the Company for the financial year ended 31 March
2013.
PRINCIPAL ACTIVITIES AND REVIEW OF DEVELOPMENT OF BUSINESS
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.
PRINCIPLE RISKS AND UNCERTAINTIES
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
financial risks involved are minimal and disclosed in Note 14 to
the financial statements.
RESULTS AND DIVIDEND
The Company made a profit after tax of RM128,540 for the current
financial year as compared to RM154,390 in the previous year. The
directors do not recommend any final dividend to be paid for the
current financial year (2012 : 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, Mr. Chew Beow Soon 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
The Company has complied throughout the accounting period with
all of the relevant provisions set out in the UK Corporate
Governance Code.
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
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
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 2013 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
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 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.
Although, Tuan Haji Zambri bin Haji Mahmud has been a non-executive
director for more than twenty years, the Board is satisfied that he
has continued to demonstrate his independence in terms of character
and judgement. 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 report 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. 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 (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 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.
Audit Committee (Cont'd)
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 2013, the Audit
Committee met three times and the attendances of the members of the
Committee are as follows:
Attendance
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
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 controls put in
place by the Managing Agents to manage the operations 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
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
AUDITOR
Our auditor, KPMG Audit Plc, has instigated an orderly wind down
of business. The Board has decided to put KPMG LLP forward to be
appointed as auditors and a resolution concerning their appointment
will be put to the forthcoming AGM of the Company.
CHEW SING GUAN CHEW BEOW SOON
Chairman Director
Penang, Malaysia
26 July 2013
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 31 March 2013, 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:
2013 2012
RM RM
Emoluments 4,064 4,069
------ ------
2013 2012
RM RM
Directors' emoluments - fee
Executive Director
Chew Sing Guan 1,160 1,162
Non - executive Directors
Haji Zambri bin Haji Mahmud 968 969
Diong Chin Teck 968 969
Chew Beow Soon 968 969
------ ------
4,064 4,069
------ ------
Approval
This report was approved by the Board of Directors on 26 July
2013 and signed on its behalf:
CHEW SING GUAN
Chairman
Statement of directors' responsibilities
in respect of the directors' report and
the financial statements
The directors are responsible for preparing the Directors'
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 and applicable law (UK Generally Accepted
Accounting Practice).
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 judgments 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 Report of the Directors, Directors'
Remuneration Report and Corporate Governance Statement that
complies with that law and those regulations.
Independent auditor's report
to the members of Hidong Estate Plc
We have audited the financial statements of Hidong Estate Plc
for the year ended 31 March 2013 set out on pages 15 to 27. The
financial reporting framework that has been applied in their
preparation is applicable law and UK Accounting Standards (UK
Generally Accepted Accounting Practice).
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
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 auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 12, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to
audit, and to express an opinion on, the financial statements in
accordance with applicable law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's Ethical Standards for
Auditors.
Scope of the audit of the financial statements
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.
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31 March 2013 and of its profit for the year then
ended;
-- have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
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 Report of the Directors for the
financial year for which the financial statements are prepared is
consistent with the financial statements.
Matters on which we are required to report by exception
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' statement, set out on page 9, in relation to going concern;
-- the part of Corporate Governance Statement on pages 6 to 9
relating to the Company's compliance with the nine provisions of
the UK Corporate Governance Code Specified for our review; and
-- certain elements of the report to shareholders by the Board on directors' remuneration.
Nicole Martin (Senior Statutory Auditor)
for and on behalf of KPMG Audit Plc, Statutory Auditor
Chartered Accountants
8 Salisbury Square
London
EC4Y 8BB
United Kingdom
Date: 26 July 2013
Profit and loss account for the year ended
31 March 2013
2013 2012
Note RM RM
Administrative expenses (161,755) (151,382)
---------- ----------
Operating loss (161,755) (151,382)
Income from investments 44,002 29,469
Gain on disposal of investments - 40,935
Impairment of investments (15,080) (11,440)
Interest receivable on short term bank
deposits 322,571 311,338
---------- ----------
Profit on ordinary activities before
taxation 2 189,738 218,920
Tax on profit on ordinary activities 3 (61,198) (64,530)
---------- ----------
Retained profit for the year 9 128,540 154,390
---------- ----------
Basic and diluted profit per 10p share 4 7.50 sen 9.01 sen
---------- ----------
The results stated above are all derived from continuing
operations.
A note on historical gains and losses has not been included as
part of the financial statements as there are no material
differences between the profit for the year stated above and the
historical cost equivalents.
Company Number: 00188390
The notes on pages 19 to 27 form part of these financial
statements.
Balance sheet as at 31 March 2013
2013 2012
Note RM RM
Fixed assets
Investments 5 1,395,641 1,335,965
Current assets
-------------- --------------
Debtors 6 47,546 40,281
Cash at bank and in hand 12 9,729,877 9,721,220
9,777,423 9,761,501
-------------- --------------
Current liabilities
Creditors 7 (454,574) (466,666)
(454,574) (466,666)
-------------- --------------
Net current assets 9,322,849 9,294,835
Net assets 10,718,490 10,630,800
Capital and reserves
Called up share capital 8 1,067,846 1,067,846
Fair value reserve 9 185,585 226,435
Profit and loss account 9 9,465,059 9,336,519
Shareholders' funds 10,718,490 10,630,800
-------------- --------------
These financial statements were approved by the Board of
Directors on 26 July 2013.
CHEW SING GUAN )
) Directors
)
CHEW BEOW SOON )
The notes on pages 19 to 27 form part of these financial
statements.
Statement of total recognised gains and losses for the year
ended 31 March 2013
2013 2012
RM RM
Profit for the financial year 128,540 154,390
Unrealised losses on investments (40,850) (52,125)
Total recognised gains for the year 87,690 102,265
---------- ----------
Reconciliation of movements in shareholders' funds for the year
ended
31 March 2013
2013 2012
RM RM
Retained profit for the year 128,540 154,390
Other recognised losses for the year (40,850) (52,125)
Net addition to shareholders' funds 87,690 102,265
Opening shareholders' funds 10,630,800 10,528,535
Closing shareholders' funds 10,718,490 10,630,800
----------- -----------
The notes on pages 19 to 27 form part of these financial
statements.
Cash flow statement for the year ended
31 March 2013
2013 2012
Note RM RM
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES 10 (170,945) (142,172)
RETURNS ON INVESTMENTS AND SERVICING
OF
FINANCE
Dividend received 44,002 29,469
Interest received 323,143 306,516
TAXATION
Overseas tax paid (71,937) (67,490)
CAPITAL EXPENDITURE AND FINANCIAL
INVESTMENTS
Purchase of investments (115,606) (763,490)
Sale of investments - 585,411
---------- ----------
NET CASH INFLOW/(OUTFLOW) BEFORE
MANAGEMENT OF LIQUID RESOURCES 8,657 (51,756)
MANAGEMENT OF LIQUID RESOURCES
(Increase)/decrease in short term deposits (100,000) 200,000
---------- ----------
(DECREASE)/INCREASE IN CASH 11 (91,343) 148,244
---------- ----------
The notes on pages 19 to 27 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
(a) Accounting convention
The financial statements of the Company have been prepared under
the historical cost convention, modified for the revaluation of
fixed asset investments, and in accordance with applicable approved
accounting standards (UK Generally Accepted Accounting
Practices).
The Company is not part of a larger group and does not prepare
consolidated financial statements, and accordingly has elected to
prepare accounts under UK Generally Accepted Accounting Practices
in accordance with article 395 of the Companies Act 2006.
(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) 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.
(d) 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.
1. ACCOUNTING POLICIES (Cont'd)
Taxation (Cont'd)
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 FRS
19.
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.
(e) Loans, receivables and payables
Short term debtors are classified as loans and receivables, as
defined in Financial Reporting Standard 26 Financial instruments:
recognition and measurement, and are measured at amortised cost
less any provision for impairment.
Payables are initially recognised at fair value, and
subsequently, measured at amortised cost.
(f) Income
Interest income is recognised on an accrual basis.
Dividend income is recognised when the right to receive payment
is established.
(g) 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.
(h) 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
:
2013 2012
RM RM
After charging:
Directors' remuneration *
- Chew Sing Guan 1,160 1,162
- Haji Zambri Bin Haji Mahmud 968 969
- Diong Chin Teck 968 969
- Chew Beow Soon 968 969
Auditors' remuneration
- Audit of these financial statements 50,456 40,000
Impairment of investments 15,080 11,440
and after crediting:
Interest income 322,571 311,338
Dividend income 44,002 29,469
Gain on disposal of investments - 40,935
* Directors' remuneration totaling RM4,064 (2012 : RM4,069) is
in respect of directors' fees for duties performed outside the
United Kingdom.
3. TAX ON PROFIT ON ORDINARY ACTIVITIES
2013 2012
RM RM
Foreign taxation
- current year 63,486 64,530
- prior year (2,288) -
-------- -------
61,198 64,530
-------- -------
3. TAX ON PROFIT ON ORDINARY ACTIVITIES (Cont'd)
The current tax charge for the year is higher than the standard
rate of corporation tax in the UK of 24% (2012 : 26%). The
differences are explained below.
Reconciliation of effective tax
expense
2013 2012
RM RM
Profit before tax 189,738 218,920
--------- ---------
Current tax at 24% (2012 : 26%) 45,537 56,919
Expenses not deductible for tax
purposes 38,976 42,334
Income not subject to tax (8,330) (15,364)
Lower tax rates on overseas earnings (12,697) (19,359)
Over provided in prior years (2,288) -
--------- ---------
61,198 64,530
--------- ---------
4. BASIC AND DILUTED PROFIT PER ORDINARY SHARE OF 10P EACH
This is based on the profit after tax of RM128,540 (2012 :
RM154,390) and 1,713,334 shares (2012 : 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 2013 or 2012 between the basic and diluted profit per
share as there are no potentially dilutive shares, including share
options and warrants, to convert.
5. INVESTMENTS
2013 2012
RM RM
At beginning of year 1,335,965 1,180,516
Additions 115,606 763,490
Change in fair value (40,850) (52,125)
Gain on disposal of investments - 40,935
Impairment (15,080) (11,440)
Disposals - (585,411)
At end of year 1,395,641 1,335,965
---------- ----------
6. DEBTORS
2013 2012
RM RM
- Other debtors 35,031 35,603
- Tax recoverable 12,515 4,678
------- -------
47,546 40,281
------- -------
7. CREDITORS: Amounts falling due within one year
2013 2012
RM RM
- Other creditors 40,050 49,240
- Taxation and social security 414,524 417,426
-------- --------
454,574 466,666
-------- --------
Included in taxation and social security is an amount of
RM414,524 (2012 : RM414,524) representing a provision for the real
property gain tax arising from the sale of the plantation in
2006.
8. SHARE CAPITAL
2013 2012
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
---------- ----------
9. RESERVES
Fair value Profit and
reserve loss account
RM RM
At 1 April 2012 226,435 9,336,519
Profit for the year - 128,540
Unrealised losses on investments (40,850) -
---------- -------------
At 31 March 2013 185,585 9,465,059
---------- -------------
10. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2013 2012
RM RM
Operating loss (161,755) (151,382)
(Decrease)/increase in creditors (9,190) 9,210
Net cash outflow from operating
activities (170,945) (142,172)
---------- ----------
11. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2013 2012
RM RM
(Decrease)/increase in cash in
the year (91,343) 148,244
Increase/(decrease) in liquid
resources 100,000 (200,000)
---------- ----------
Movement in net funds in the
year 8,657 (51,756)
Net funds at 1 April 9,721,220 9,772,976
---------- ----------
Net funds at 31 March 9,729,877 9,721,220
---------- ----------
12. ANALYSIS OF NET FUNDS
At 1 April At 31 March
2012 Cash flow 2013
RM RM RM
Short term deposits 9,500,000 100,000 9,600,000
Cash at bank and in
hand 221,220 (91,343) 129,877
------------ ---------- ------------
9,721,220 8,657 9,729,877
------------ ---------- ------------
13. EMPLOYEES
2013 2012
RM RM
Wages and salaries 4,064 4,069
------ ------
Average number of staff
employed during the year 4 4
------ ------
14. 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 2013. 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
rate per annum Total Within 1 year
Financial Assets % RM RM
2013
Short term deposits 3.35 9,600,000 9,600,000
2012
Short term deposits 3.38 9,500,000 9,500,000
(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.
(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.
14. FINANCIAL INSTRUMENTS (Cont'd)
(e) Credit risk
The Company's maximum credit risk exposure is the fair value of
its cash and cash equivalents, presented in note 12 of RM9,729,877
and RM9,721,220 at 31 March 2013 and 2012 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 RM70,000 (2012
: RM66,000); an equal change in the opposite direction would have
decreased equity by RM70,000 (2012: RM66,000).
(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.
15. RELATED PARTY TRANSACTIONS AND BALANCES
The related party transactions undertaken by the Company during
the financial year are as follows:
2013 2012
RM RM
Agency fees and accounting fees paid
to
Plantation Agencies Sdn. Berhad,
a company in which Chew Sing Guan,
director,
of the company is also a director 27,984 27,984
------- -------
15. RELATED PARTY TRANSACTIONS AND BALANCES (Cont'd)
Purchases and sales of quoted shares
through 2013 2012
Mercury Securities Sdn. Bhd. ("MSSB"), RM RM
a company in which, Chew Sing Guan,
director,
has a substantial financial interest
* Purchases of quoted shares 115,606 763,490
-------- --------
* Sales of quoted shares - 585,411
-------- --------
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.
Comparative statistics
Year ended 31 March 2013 2012 2011 2010 2009
------------------------- ----------- ----------- ----------- ----------- -----------
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 9,650,644 9,562,954 9,460,689 9,248,052 9,013,871
----------- ----------- ----------- ----------- -----------
Total shareholders'
funds 10,718,490 10,630,800 10,528,535 10,315,898 10,081,717
----------- ----------- ----------- ----------- -----------
Investments 1,395,641 1,335,965 1,180,516 767,342 545,100
Net current assets 9,322,849 9,294,835 9,348,019 9,548,556 9,536,617
10,718,490 10,630,800 10,528,535 10,315,898 10,081,717
----------- ----------- ----------- ----------- -----------
PROFIT AND LOSS
ACCOUNT ANALYSIS
Loss before interest
and taxation (132,833) (92,418) (123,846) (98,755) (480,193)
Interest receivable 322,571 311,338 273,158 223,196 329,231
Taxation (61,198) (64,530) (57,712) (27,766) (66,261)
Profit/(loss) after
taxation 128,540 154,390 91,600 96,675 (217,223)
------------------------- ----------- ----------- ----------- ----------- -----------
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 23(rd) day of September 2013 and at any adjournment
thereof, in the manner indicated below:-
Please Resolution relating to :- For Against
indicate
with Ö
how you
wish your
vote
to be cast
-------------------------------------------------- --------------------- --------------------
1. To receive and consider the
audited financial statements
and the reports of the directors
and auditors thereon for the
year ended 31 March 2013.
----- ------------------------------------------- --------------------- --------------------
2. To re-elect Mr. Chew Beow Soon
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 KPMG LLP as the Company's
new auditors and to authorise
the directors to fix their remuneration.
----- ------------------------------------------- --------------------- --------------------
4. To approve the directors' remuneration
report for the year ended 31
March 2013.
----- ------------------------------------------- --------------------- --------------------
Number of shares held ...................
Dated this ................ day of ................................... Signature ..............................
2013
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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