Beruflich Dokumente
Kultur Dokumente
Inspiration
HOMERITZ CORPORATION BERHAD (Company No. 805792-X)
dream to reality
Contents
01
02
04
05
07
08
18
22
24
25
26
Corporate Information
30
30
31
33
34
35
37
39
82
84
86
88
Statement By Directors
Statement On Corporate Governance
Audit Committee Report
Statutory Declaration
Independent Auditors Report
Statements Of Financial Position
Directors Report
List Of Properties
Analysis Of Shareholdings
Corporate Structure
100%
65%
Embrace Industries
Sdn Bhd (EISB)
100%
U. S. Furniture
Manufacturing Sdn Bhd
(USF)
Corporate Information
BOARD OF DIRECTORS
Teo Seng Kuang
(Independent Non-Executive Director)
AUDIT COMMITTEE
COMPANY SECRETARY
Chairman
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)
Members
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
Teo Seng Kuang
(Independent Non-Executive Director)
NOMINATING COMMITTEE
Chairman
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
Members
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)
Teo Seng Kuang
(Independent Non-Executive Director)
REMUNERATION COMMITTEE
Chairman
Teo Seng Kuang
(Independent Non-Executive Director)
Members
Mohd Khasan Bin Ahmad
(Independent Non-Executive Director)
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
AUDITORS
Crowe Horwath (AF 1018)
Chartered Accountants
No. 8, 2nd Floor
Jalan Pesta 1/1
Taman Tun Dr Ismail 1
Jalan Bakri
84000 Muar, Johor
REGISTRAR
PRINCIPAL BANKERS
AmBank (M) Berhad
HSBC Bank (Malaysia) Berhad
WEB-SITE ADDRESS
www.homeritzcorp.com
REGISTERED OFFICE
No. 7, 1st Floor
Jalan Pesta 1/1
Taman Tun Dr Ismail 1
Jalan Bakri
84000 Muar, Johor
Telephone number : 606 9541 705
Facsimile number : 606 9541 707
DATE OF LISTING
19 February 2010
SENIOR INDEPENDENT
NON EXECUTIVE DIRECTOR
Datuk Tay Puay Chuan
(Independent Non-Executive Director)
Managing
Directors
Statement
Dear valued shareholders,
DIVIDENDS
The Board of Directors is proposing a final single tier taxexempt dividend of 15.5% equivalent to 3.10 cents per share
amounting to RM6.2 million for FYE 2014. The proposed
final dividend is subject to shareholders approval in the
forthcoming Annual General Meeting.
The total dividend paid and proposed by the Company in
respect of the FYE 2014 is 25.5 % of par value (equivalent
to 5.10 cents per share) amounting to approximately RM10.2
million. This represents about 50% of the consolidated net
profit attributable to owners of the Company for FYE 2014.
APPRECIATION
Europe
North America
Japan
Middle East
Central
America
South Africa
HOMERITZ CORPORATION BERHAD
South America
Australasia
Financial Highlights
2014
2010
0.31
2013
0.29
15,118
2012
72,785
2012
2013
2014
2014
2010
2011
2012
2013
0.46
20,247
14,700
10,812
20,055
2011
2014
2010
RM000
2011
RM000
2012
RM000
2013
RM000
2014
RM000
Revenue
109,969
89,826
103,246
112,905
127,176
21,689
12,036
17,673
20,566
26,450
20,055
11,072
16,750
17,941
24,303
20,055
10,812
14,700
15,118
20,247
57,244
62,885
72,785
81,403
92,150
19,595
11,705
24,472
34,710
51,586
200,000
200,000
200,000
200,000
200,000
0.29
0.31
0.36
0.41
0.46
2011
0.41
2013
2010
62,885
127,176
112,905
57,244
2012
0.36
2011
103,246
89,826
109,969
2010
92,150
81,403
Revenue
(RM000)
Tee Hwee Ing is the spouse of Chua Fen Fatt. Save as disclosed, none of the directors has any family relationship with any
director of the Company.
All directors does not have conflict of interest with the Company and has not been convicted for any offences within the
past ten (10) years other than for traffic offences, if any.
Please refer to the analysis of shareholdings of this Annual Report for the details of the directors shareholdings in the
Company.
Details of number of Board meetings attended by directors during the financial year are set out in page 13 of this Annual
Report.
Statement On
Corporate Social Responsibility
Our Group has recognised and acknowledged the importance of a corporate culture that emphasizes good corporate social
responsibility (CSR) and corporate citizenship. While delivering sustainable and growing stakeholders value through the core
business, our Group also contributes and provides for the betterment of the employee welfare, market place and community.
COMMUNITY
During the financial year, our Group contributed to the community through donations made to the below parties:
ENVIRONMENT
Our Group promotes environmentally-conscious work practices in order to reduce environmental impact, enhance energy
efficiency and recycling whenever possible. Generally, the upholstered furniture manufacturing industry does not have any
major environmental issues or concerns because there are no emissions of noxious gases or production of toxic fluids or
industrial wastes. Our manufacturing wastes such as saw dust and leather cuttings are relatively minor, and we easily eliminate
such waste in a hygienic and orderly manner, in accordance with guidelines and regulations as stipulated by the Department
of Environment (DOE).
MARKET PLACE
Our Group recognises that our ability to produce consistently high quality products is critical to the success of our business.
As such, we place extensive and substantial emphasis on the ultimate quality of our products and maintain stringent quality
control throughout our manufacturing processes. This enables us to produce high quality products to satisfy the demands
and expectations of highly-demanding international customers. Being a manufacturer of export goods, we are required to
adhere to the product quality requirements of countries in which we export to. These include, but are not limited to fire safety,
fumigation and dye test requirements. To ensure that we keep ourselves updated with knowledge of the latest product quality
requirements in such countries, we are a member of the Malaysian External Trade Development Corporation (MATRADE)
whereby any updates or information on such requirements would be disseminated to members via email. In addition, we also
work closely with our customers to ensure that our products are in proper compliance with prevailing local requirements or
quality standards.
WORKPLACE
Our Group believes that human capital development is very important to ensure that we have the right and relevant skill set
and knowledge in ensuring business sustainability and growth. As such, we have conducted trainings with emphasis on quality
for the staff to improve further their quality of work and workplace. Health and Safety at the workplace is also another area
of importance to us.
Our Group has set up a Work Safety Committee to develop policies and maintain a safe and healthy workplace for all its
employees, contractors and visitors. Conducting fire drill trainings, meetings, periodic inspections on fire fighting equipment
and prevention programs are carried out to continuously alert the employees on the importance of the safety and hygiene
conditions of the workplace.
The Board welcomes shareholders participation at the Annual General Meeting, which serves as an important
means for shareholders communication. Notice of the Annual General Meeting and Annual Reports are sent to
shareholders twenty one (21) days prior to the meeting. Shareholders are encouraged to attend and participate
at the Annual General Meeting by raising questions on the resolutions being proposed or on the Groups business
operations in general.
1.2.6 Reviewing the adequacy and the integrity of the management information and internal controls system of the
Group.
The Board acknowledges its overall responsibility for maintaining a sound system of internal controls that provides
reasonable assessment of effective and efficient operations, internal financial controls and compliance with laws
and regulations as well as with internal procedures and guidelines. The effectiveness of the systems of internal
controls of the Group is reviewed periodically by the Audit Committee. Further details of the Groups system of
internal controls are set out in the Statement on Risk Management and Internal Control section of this Annual
Report.
1.3 The Board should formalise ethical standards through a code of conduct and ensure its compliance
The Group has put in place a whistle-blowing policy and a summary of the Code of Conduct is viewable on the Groups
website.
1.4 The Board should ensure that the Groups strategies promote sustainability
The Board reviews operational practices which impact on sustainability of environment, governance and social aspects
of its business on a regular basis. The Groups ESG (Environmental, Social and Governance ESG) policy is published on
the Groups website.
1.5 The Board should have procedures to allow its members access to information and advice
The Board has full, unrestricted and timely access to all information pertaining to the Groups business affairs. All members
of the Board have access to the advice and services of the Company Secretary and are entitled to obtain professional
opinions or advice from external consultants when the need arises at the expense of the Group. The Company Secretary
attends all Board meetings and is responsible for ensuring that Board procedures as well as statutory and regulatory
requirements relating to the duties and responsibilities of the Directors are complied with.
1.6 The Board should ensure it is supported by a suitably qualified and competent Company Secretary
It is the Boards responsibility to retain the services of a competent Company Secretary. The Board is assisted by the
Nominating Committee in the appointment and assessment of the Company Secretary, as specified in its Term of
Reference.
The Board is supported by a suitably qualified and competent Company Secretary in discharging its roles and responsibilities.
Every Board member has ready and unrestricted access to the advice and the services of the Company Secretary in
ensuring the effective functioning of the Board. The Company Secretary also ensures compliance of listing and related
statutory obligations and procedures are followed and minimises deviation. The Directors are also regularly updated and
advised by the Company Secretary on new statutory and regulatory requirements issued by regulatory authorities, and
the resultant implications to the Company and the Directors in relation to their duties and responsibilities. The Company
Secretary is experienced, competent and knowledgeable on new statutes and directives issued by regulatory authorities.
The Company Secretary briefs the Board on proposed contents and timings of material announcements to be made to
the Bursa Malaysia Securities Berhad (Bursa Securities).
1.7 The Board should formalise, periodically review and make public its board charter
The Charter was formalized in July 2013 and will be reviewed from time to time. The Charter is displayed on the Groups
website.
Designation
Directorship
Chairman
Member
Member
The Nominating Committee operates under its terms of reference and had two (2) meeting convened during financial
year under review.
The main functions of the Nominating Committee include the following:-
10
to identify and recommend to the Board suitable nominees for appointment to the Board and Board Committees;
to assess the effectiveness of the Board, the Board Committees, the contribution of each Director and the Company
Secretary on an on-going basis;
to review regularly the board structure, size and composition and make recommendations to the Board with regard
to any adjustments that are deemed necessary;
to consider in making its recommendations, candidates for directorships proposed by the Executive Directors or
any other senior executive or any other Director or Shareholder;
to assist the Board in its annual review of its required mix of skills and experience and other qualities, including
core competencies of which Non-Executive Directors should bring to the Board;
to recommend to the Board the continuation in service of Executive Director(s) and Director(s) who are due for
retirement by rotation;
to review the training needs for the Directors regularly, and disclose details in the annual report as appropriate.
2.2 The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process
and annual assessment of Directors
The Nominating Committees Terms of Reference specifies in details its duties and functions, which relate to the
recruitment of Directors and the criteria used and procedures in their selection and in evaluating the overall effectiveness
of the Board.
2.3 The Board should establish formal and transparent remuneration policies and procedures to attract and retain
directors
The Remuneration Committee was established on 02 November 2009 and consists of the following members:
Director
Designation
Directorship
Chairman
Member
Member
The Remuneration Committee operates under its terms of reference and had one (1) meeting convened during financial
year under review.
The main functions of the Remuneration Committee include the following:
to consider and recommend to the Board the remuneration framework for Executive Directors;
to formulate the remuneration packages to attract, retain and motivate Executive Directors of the quality required
to manage the business of the Group successfully;
to consider and examine such other matters as the Remuneration Committee considers appropriate.
The remuneration and entitlements of the Non-Executive Directors shall be a matter to be decided by the Board as a
whole with the Director concerned abstained from deliberation and voting on his individual remuneration.
The Remuneration Committee adopts the principles recommended by the MCCG 2012 in determining the Directors
remuneration whereby the Executive Directors remuneration is designed to link rewards to the Groups performance
whilst the remuneration of the Non-Executive Directors is determined in accordance with their experience, expertise
and the level of responsibilities undertaken. The Directors fees are subject to the approval of the shareholders of the
Company at the Annual General Meetings.
11
Details of Directors remuneration paid and payable to the Directors of the Company for the financial year ended (FYE)
31 August 2014 by category and successive bands of RM50,000 are as follows:
Executive
Directors
(RM)
Non-Executive
Directors
(RM)
Total
(RM)
Allowances
Bonuses
EPF
Fee
Salaries
SOCSO
Benefits-in-kind
8,400
216,000
205,200
-
864,000
1,240
53,150
12,600
-
-
100,800
-
-
-
21,000
216,000
205,200
100,800
864,000
1,240
53,150
1,347,990
113,400
1,461,390
Number of Directors
Executive Non-Executive
Directors
Directors
Total
RM 1 - RM 50,000
RM 600,001 - RM 650,000
-
2
3
-
3
2
Details of individual Directors remuneration are not disclosed in this report as the Board is of the view that the above
Directors remuneration disclosure by band and analysis between Executive and Non-Executive Directors has appropriately
served the accountability and transparency aspects of the MCCG 2012.
12
3.4 The positions of Chairman and Chief Executive Officer (CEO) should be held by different individuals, and the Chairman
must be a Non-Executive member of the board
Due to the relatively small size of the Group, the Board is of the view that the current size and composition is optimum
and well balanced, and caters effectively to the scope of the Groups operations. Hence, the Board does not intend to
appoint an Independent Chairman and CEO to the Board.
3.5 The Board must comprise a majority of Independent Directors where the Chairman of the Board is not an Independent
Director
The Board currently consists of five (5) members comprising two (2) Executive Directors and three (3) Independent NonExecutive Directors. In this respect, the Company complies with the requirement of the Listing Requirements of Bursa
Securities for Independent Non-Executive Directors to make up at least one-third (1/3) of the Board membership.
Notwithstanding that the Board does not have an independent Chairman and CEO, it is of the opinion that its strong
representation of high caliber Independent Non-Executive Directors provides the necessary balance in ensuring that
the strategies proposed by the Management are fully discussed and deliberated, and the interests of the shareholders,
employees, customers, suppliers and other stakeholders are taken into consideration.
Datuk Tay Puay Chuan also performs the role as the Senior Independent Director to facilitate communications with any
shareholders and stakeholders whose concerns could be inappropriate to be dealt with by the Managing Director or the
Executive Director.
Directorship
Managing Director
Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
5/5
5/5
5/5
5/5
5/5
Where any directions or decisions are required expeditiously or urgently for the Board between the regular meetings,
special meetings of the Board will be convened by the Company Secretary, after consultation with the Managing Director.
The agenda for the meeting of the Board is set by the Company Secretary in consultation with the Managing Director.
Notwithstanding that no specific quantum of time has been fixed, all the Board members must be able to commit
sufficient time to the Companys matters and are required to notify the Board before accepting any new directorships.
To ensure the Directors have the time to focus and fulfill their roles and responsibilities effectively, one criterion as
agreed by the Board is that they must not hold directorships at more than five public listed companies (as prescribed in
Paragraph 15.06 of Listing Requirements).
13
4.2 The Board should ensure its members have access to appropriate continuing education programme
The requirement to undertake continuing education is built into the Charter and the training undertaken by the Directors
are reviewed by the Nominating Committee annually. All the Directors have attended the Mandatory Accreditation
Programme. Details of training programme attended by the Directors during the financial year under review are set out
as below:
Directors
GST Training
GST Awareness Programme
GST Training
Strategy for corporate sustainability under economic pressure
14
5.2 The Audit Committee should have policies and procedures to assess the suitability and independence of external
auditors
The Board, through the Audit Committee maintains a formal and transparent relationship with the Groups External
Auditors in seeking valuable professional advice and in ensuring compliance with the applicable approved Financial
Reporting Standards issued by the Malaysian Accounting Standards Board in Malaysia.
The Audit Committee is delegated with the task of assessing whether the External Auditors are suitable for re-appointment,
of which the competency and independence are key considerations. This is spelt out in the Terms of Reference of the
Audit Committee
Accordingly, the Audit Committee had on 2 December 2014, assessed the independence of Messrs. Crowe Horwath
(CH) as External Auditors of the Company as well as reviewed the level of non-audit services to be rendered by CH
to the Company for the financial year under review. Having satisfied itself with their technical competency and audit
independence and fulfillment of criteria as set out in the External Auditors Assessment and Independence Policy, the
Audit Committee recommended their re-appointment to the Board, upon which the shareholders approval will be
sought at the forthcoming Seventh Annual General Meeting.
15
7.2 The Board should encourage the Group to leverage on information technology for effective dissemination of
information
The Board supports the use of information technology for the effective dissemination of information. The Group has
established a website at www.homeritzcorp.com which has served as a useful reference source of information to the
shareholders, investment analysts, business partners and other stakeholders
16
COMPLIANCE STATEMENT
The Board is pleased to report that this Statement provides the corporate governance practices of the Group with reference to
the MCCG 2012. The Board considers and is satisfied that the Group has fulfilled its obligations under the broad principles as
set out in the MCCG 2012. However, the Board has reserved several of the Recommendations and their Commentaries and has
rationalized and provided justifications as below for the deviations in this Statement. Nevertheless, the Group will continue to
strengthen its governance practices to safeguard the best interests of its shareholders and other stakeholders.
Deviations from the Recommendations on the MCCG 2012
Recommendation 2.2
The Nominating Committee should develop, maintain and review the criteria to be used in the recruitment process and annual
assessment of Directors.
Deviation
The Board does not set the limit for gender diversification of its board composition as the appointment of Directors is based
on merits without giving regards to the gender of the appointed Directors. All this while, the Board recognises the value of
female members of the Board. The female representation in the Board consists of 20% of the number of the Directors.
This Statement was presented and approved at the meeting of the Board on 2 December 2014.
17
TERM OF REFERENCE
Objectives
The primary objective of the Audit Committee is to assist the Board in fulfilling their responsibilities relating to accounting and
reporting practices of the Company and each of its subsidiaries (collectively referred to as the Group). In addition, the Audit
Committee will:
oversee and appraise the quality of the audit conducted by the Groups External Auditors and the Internal Auditors in
order to strengthen the confidence of the public in the Groups reported results;
maintain, by scheduling regular meetings, open lines of communication amongst the Board, the External Auditors
and the Internal Auditors, to exchange view and information as well as to confirm their respective authority and
responsibilities;
review related party transactions entered into by the Group to ensure that such transactions are undertaken on the
Groups normal commercial terms and that the internal control procedures with regards to such transactions are
sufficient;
provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the Groups administrative, operating
and accounting controls; and
act upon the Boards request to investigate and report on any issues or concerns on the management of the Group.
Composition
The Audit Committee shall be appointed by the Board from among their number and compose no fewer than three (3)
members. All members of the Audit Committee must be Non-Executive Directors with a majority of them being Independent
Directors.
At least one (1) member of the Audit Committee:-
18
if he is not a Member of MIA, he must have at least three (3) years working experience and:-
he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967; or
-
he must be a Member of one of the Associations of Accountant specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
he must have:-
a degree/masters/doctorate in accounting or finance and at least three (3) years post qualification experience in
accounting or finance; or
-
at least seven (7) years experience being a chief financial officer of a corporation or having the function primarily
responsible for the management of the financial affairs of a corporation.
The members of the Audit Committee shall elect a Chairman from among their number who shall be an Independent NonExecutive Director. No Alternate Director is appointed as a member of the Audit Committee.
In the event that if a member of the Audit Committee vacates office resulting in the total number reduced to below three (3),
the Board shall, within three (3) months of that event, appoints a new member to make up the minimum number of three (3).
Meetings
The Audit Committee will meet at least once quarterly and such additional meetings as the Chairman shall decide in order
to fulfill its duties. In addition, the Chairman may call a meeting if a request is made by any Committee Member, the Groups
Managing Director, the External Auditors or the Internal Auditors where applicable.
Senior managements, representatives of the External Auditors and Internal Auditors should normally be invited to attend Audit
Committee Meetings. Other Board Members may attend meeting upon the invitation of the Audit Committee. However, the
Audit Committee should meet with the External Auditors without Executive Board Members present at least twice a year.
The Company Secretary shall be the secretary of the Committee and shall be responsible for keeping the minutes of meetings
of the Committee, and circulating them to Committee Members and to other members of the Board. A quorum for a meeting
shall be two (2) members, with the majority of the members present shall be Independent Directors. The Audit Committee
must prepare an Audit Committee Report at the end of the financial year in the Annual Report of the Group which summaries
the Audit Committees activities during the financial year and the related significant findings.
Authority
The Audit Committee is authorised to investigate any activity of the Group within its Terms and Reference and all employees
shall be directed to co-operate with any request made by the Audit Committee. The Audit Committee shall have unrestricted
access to all information pertaining to the Group and have direct communication channels with the external and internal
Auditors, and to the senior management of the Group. The Audit Committee shall be empowered to engage persons or experts
having special competence as necessary to assist the Audit Committee in fulfilling its responsibilities.
Duties and Responsibilities
The duties and responsibilities of the Audit Committee shall be as follows:
to consider and recommend the nomination and appointment of the External Auditors, the audit fees, the questions of
their resignation or dismissal and any other related matters;
to oversee all matters pertaining to audit including the review of the audit plan and audit report with the External
Auditors;
to review the financial statements of the Group, and to discuss problems and reservations arising from the interim and
final results, and any matters that the External Auditors may wish to discuss (in the absence of the management where
necessary);
the Chairman of the Audit Committee to engage on a continuous basis with senior management such as the Chairman,
the CEO, the Finance Director, the External Auditors as well as the Internal Auditors in order to be kept informed of
matters affecting the Group ;
19
to review any related parties transactions that may arise within the Group;
to review the application of corporate governance principles and the extent of the Groups compliance with the
Recommendations set out under the MCCG 2012;
to consider all areas of significant financial risk and arrangement in place to contain those risks to acceptable levels;
to ensure that the Group is in compliance with the regulations of the Companies Act, 1965, Main Market Listing
Requirements of Bursa Securities and other legislative and reporting requirements;
to identify and direct any special project or investigate and to report on any issues or concerns in regards to the
management of the Group; and
such other functions as may be agreed by the Audit Committee and the Board.
SUMMARY OF ACTIVITIES
A total of five (5) Audit Committee meetings were held for FYE 2014. The details of attendance of each Audit Committee
member are as follows:
Name of Members
Attendance
5/5
5/5
5/5
The main activities undertaken by the Committee during the financial year under review included the following:
20
reviewed the unaudited quarterly financial results of the Group prior to making recommendations for the Boards
approval and subsequent announcements;
reviewed the potential related party transaction and any conflict of interest situation that may arise within the Company
or the Group including any transaction, procedure or course of conduct that raises questions of management integrity;
reviewed and evaluated factors relating to the independence of the External Auditors. The Audit Committee worked
closely with the External Auditors in establishing procedures in assessing the suitability and independence of the External
Auditors, in confirming that they are, and have been, independent throughout the conduct of the audit engagement with
the Group in accordance with the independence criteria set out by the International Federation of Accountants and the
MIA;
considered and recommended to the Board of Directors the appointment of the External and Internal Auditors and
payments of fees;
reviewed the internal audit planning, internal audit reports, audit findings, audit recommendations made and
managements responses to these recommendations and actions taken to improve the system of internal control and
procedures;
reviewed with the External Auditors the audit planning memorandum covering the audit objectives and approach, audit
plan, key audit areas and relevant technical pronouncements and accounting standards issued by Malaysian Accounting
Standards Board;
reviewed with the External Auditors the audit review memorandum covering the results of the audit of the audited
financial statements and audit report in particular, accounting issues and significant audit adjustments arising from the
external audit;
reviewed the annual financial statements of the Group prior to submission to the Board for consideration and approval;
reviewed the application of Corporate Governance principles and the extent of the Groups compliance with the
Recommendations set out under the MCCG 2012;
reviewed the Statement on Risk Management and Internal Control for disclosure in this Annual Report; and
reviewed the Annual Report to ensure adherence to legal and regulatory reporting requirements and appropriate
resolution of all accounting matters requiring significant judgement.
21
BOARD RESPONSIBILITY
The Board acknowledges that it is responsible for ensuring that a sound system of risk management and internal control is
maintained and that it has reviewed the effectiveness of these systems to safeguard shareholders interest and the Groups
asset.
During the financial year under review, the Managing Director and Group Accountant have provided assurance to the Board
that the Groups risk management and internal control systems have been operated adequately and effectively, in all materials
aspects, based on the risk management framework and practices adopted by the Group.
However, in view of limitations that are inherent in any systems of risk management and internal control, such systems are
designed to manage, rather than eliminate, the risk of failure to achieve business objectives of the Group and can only provide
reasonable rather than obsolete assurance against material misstatement or loss.
22
Policies, procedures, guidelines, templates and the likes are being developed to assist in ensuring an awareness of what is
an acceptable level of risk and that risks and opportunities are managed consistently and effectively across the Group;
The risk registers are used as one of the business tools to highlight the risks exposures and their risks mitigation. The risk
registers are updated as and when there are changes to business environment or regulatory guidelines;
The Heads of department are required to undertake risk assessments against their business plan strategies and other
significant activities and to maintain risk registers that reflect an appropriate risk profile; and
Periodic operational/management meetings are held to ensure that the risks identified are monitored and related
internal controls are communicated to the management.
Written communication of the Company values, the expected code of conduct, policies and procedures;
Clearly defined objectives and term of reference of the board of directors and its committees;
The Audit Committee reviews the quarterly financial results, annual report, audited financial statements, Groups risk
profile and internal control issues identified by the External Auditors, Internal Auditors and the management. The Audit
Committee also monitors the implementation of the recommendations proposed by the External Auditors and Internal
Auditors;
A reporting system where information on financial performance and key business indicators are provided to the Audit
Committee and the Board on a quarterly basis for review;
Periodic management meetings are held to provide a forum where management undertakes overall responsibility for
periodic reviews to identify, discuss and resolve key operational issues, to further improve its effectiveness;
Appointment of staff is based on the required level of qualification, experience and competency to fulfill their
responsibilities. Training and development is provided for selected staff to further enhance their skills and capabilities.
In addition, a formal employee appraisal to evaluate and measure employees performance and their competency is
performed at least once a year.
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CONCLUSION
The Board has reviewed the adequacy and effectiveness of the system of risk management and internal controls, and that
relevant actions have been or are being taken, as the case may be, to remedy the significant weaknesses identified from the
review, which was largely based on the outcome of observations raised by the Internal Auditors and External Auditors directly
to the Audit Committee.
The Board is of the view that the risk management and internal control systems are satisfactory and report that there were
no significant internal control deficiencies or weaknesses that resulted in material losses or contingencies that would require
disclosure in the Groups Annual Report for the financial year under review.
This statement was approved at the meeting of the Board on 2 December 2014.
24
2.
Share Buy-back
The Company did not enter into any share buy-back transactions during the financial year under review.
3.
4.
5.
6.
Non-Audit Fees
The amount of non-audit fees incurred for the services rendered to the Group by the External Auditors for the financial
year under review amounted to RM2,500.00.
7.
Variations in Results
There were no variations of 10% or more between the audited results and unaudited results of the Group for the financial
year. The Company and its subsidiaries did not issue any profit estimates, forecast or projection for the financial year
under review.
8.
Profit Guarantee
No profit guarantee was provided by the Company or its subsidiaries during the financial year under review.
9.
Material Contracts
During the financial year under review, there were no material contracts entered into by the Company and its subsidiaries
involving Directors and / or substantial Shareholders interests.
25
Directors Report
The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 August 2014.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding and the provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
Group
Company
RM
RM
Profit for the financial year
24,303,054
9,462,107
Attributable to :
Owners of the Company
20,247,048
9,462,107
Non-controlling interests
4,056,006
24,303,054
9,462,107
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
Dividends paid or declared by the Company since the end of the previous financial year were as follows :
(a)
A final single tier tax-exempt dividend of 13.75% equivalent to 2.75 sen per ordinary share amounting to RM 5,500,000
which was proposed in respect of financial year ended 31 August 2013 and dealt with in the previous directors report,
was approved by the shareholders at the Annual General Meeting held on 19 February 2014 and subsequently paid
on 17 March 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 21 February 2014.
(b)
A first interim single tier tax-exempt dividend of 5.00% equivalent to 1.00 sen per ordinary share amounting to RM
2,000,000 in respect of the financial year ended 31 August 2014 was declared on 28 April 2014 and subsequently paid
on 13 June 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 28 May 2014.
(c)
A second interim single tier tax-exempt dividend of 5.00% equivalent to 1.00 sen per ordinary share amounting to RM
2,000,000 in respect of the financial year ended 31 August 2014 was declared on 24 July 2014 and subsequently paid on
12 September 2014. The payment was made to the shareholders whose name appeared in the Companys Record of
Depositors on 2 September 2014.
The Board of Directors proposed a final single tier tax-exempt dividend of 15.50% equivalent to 3.10 sen per ordinary share
amounting to RM 6,200,000 in respect of the financial year ended 31 August 2014. This dividend is subject to the shareholders
approval at the forthcoming Annual General Meeting and has not been included as a liability in the financial statements.
Such dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits for the
financial year ending 31 August 2015.
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Directors Report
(Contd)
DIRECTORS
The directors who served since the date of the last report are as follows :
Chua Fen Fatt
Tee Hwee Ing (f)
Mohd Khasan Bin Ahmad
Datuk Tay Puay Chuan
Teo Seng Kuang
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors holding office at the end of the financial year in
shares of the Company and its related corporations are as follows :
Chua Fen Fatt
- Direct
- Indirect (1)
Tee Hwee Ing (f)
- Direct
- Indirect (1)
Mohd Khasan Bin Ahmad
Datuk Tay Puay Chuan
- Direct
- Indirect (1)
Teo Seng Kuang
- Direct
- Indirect (2)
-
-
(3,000,000)
(3,000,000)
68,839,800
68,839,800
71,839,800
71,839,800
20,000
-
-
-
(3,000,000)
(3,000,000)
-
68,839,800
68,839,800
20,000
20,000
60,000
-
-
-
(60,000)
20,000
-
82,500
23,000
-
-
-
-
82,500
23,000
Notes :
(1)
(2)
By virtue of their interests in the shares of the Company, Mr. Chua Fen Fatt and Madam Tee Hwee Ing are also deemed to have
an interest in the shares of its subsidiaries to the extent that the Company has an interest.
27
Directors Report
(Contd)
DIRECTORS BENEFITS
Since the end of the previous financial year, none of the directors has received or become entitled to receive any benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors as disclosed in
Note 19 to the financial statements) by reason of a contract made by the Company or a related corporation with the director
or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest.
During and at the end of the financial year, no arrangements subsisted to which the Company was a party, whereby the
directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or
any other body corporate.
(b)
Before the statements of financial position and statements of profit or loss and other comprehensive income of the
Group and of the Company were made out, the directors took reasonable steps :
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and have satisfied themselves that there were no known bad debts to be written off
and that no allowance for doubtful debts had been made ; and
(ii)
to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in
the ordinary course of business had been written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances :
(i)
which would necessitate the writing off of bad debts or the setting up of allowance for doubtful debts in respect
of the financial statements of the Group and of the Company ; or
(ii)
which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading ; or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate ; or
(iv) not otherwise dealt with in this report or financial statements of the Group and of the Company which would
render any amount stated in the financial statements misleading.
(c)
(d)
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any charge on the assets of the Group and of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person ; or
any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial
year.
no contingent or other liability has become enforceable, or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group and of the
Company to meet their obligations as and when they fall due ; and
(ii)
no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the
Group and of the Company for the financial year in which this report is made.
Directors Report
(Contd)
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors :
29
Statement By Directors
We, the undersigned, being two of the directors of Homeritz Corporation Berhad, do hereby state that, in the opinion of the
directors, the financial statements set out on pages 33 to 80 are drawn up in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia so as
to give a true and fair view of the financial position of the Group and of the Company at 31 August 2014 and of the financial
performance and cash flows of the Group and of the Company for the financial year ended on that date.
The supplementary information set out in Note 31 to the financial statements on page 81, is prepared in all material respects,
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board in accordance with a resolution of the directors :
Statutory Declaration
I, CHUA FEN FATT, the director primarily responsible for the financial management of Homeritz Corporation Berhad, do
solemnly and sincerely declare that the financial statements and supplementary information set out on pages 33 to 81 are
to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be
true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
the abovenamed CHUA FEN FATT at
Muar in the state of Johor Darul Takzim
on 2 December 2014
}
}
}
}
Before me :
Lim Pei Ling (No. J238)
Commissioner for Oaths
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