Sie sind auf Seite 1von 142

ANNUAL

REPORT
2018
CONTENTS
Corporate Structure 2

Corporate Information 3

Profile of Directors 4

Profile of Key Senior Management 7

Chairman and CEO’s Management Discussion and Analysis 8

Corporate Governance Overview Statement 15

Audit Committee Report 26

Statement on Risk Management & Internal Control 29

Sustainability Statement 32

Directors’ Responsibility Statement in respect of the preparation of the 36


Annual Audited Financial Statements

Additional Compliance Information 37

Analysis of Shareholdings 38

Notice of Twenty-Third Annual General Meeting 41

Financial Statements

Proxy Form
Corporate Structure

Investment holding and provision of


management services to the subsidiaries

100%
Petrol One Holdings Sdn Bhd

Investment holding and


Chartering of safety standby vessels

100% 100% 100%


PETROL ONE STORAGE Arus Dermaga PETROL ONE OFFSHORE
SDN BHD Sdn Bhd SDN BHD

Management of liquid storage Investment holding Provide supply base and


terminal marine support services to
oil storage terminal including
engineering procurement
and construction works

100%
ONE PETROLEUM (L) LTD

Provision of advisory services that


include technical and commercial
management services in relation to
ship-to-ship transfer operations

22 PETROL ONE RESOURCES BERHAD Annual Report 2018


Corporate Information
BOARD OF DIRECTORS

Peter Thomas Phelan (Senior Independent Non-Executive Chairman)


Azlan Shairi Bin Asidin (Executive Director cum Chief Executive Officer)
Lee Wei Hong (Executive Director)
Datuk Siew Pek Tho (Non-Independent Non-Executive Director)
Lee Kean Cheong (Independent Non-Executive Director)
Ahmad Nainy Bin Mokhtar (Independent Non-Executive Director)
Chris Lim Su Heng (Independent Non-Executive Director) (resigned w.e.f. 8 August 2018)

AUDIT COMMITTEE

Lee Kean Cheong (Chairman)


Peter Thomas Phelan (Member)
Ahmad Nainy Bin Mokhtar (Member)

NOMINATION AND REMUNERATION COMMITTEE

Peter Thomas Phelan (Chairman)


Lee Kean Cheong (Member)

SECRETARIES AUDITORS

Chua Siew Chuan (MAICSA 0777689) Baker Tilly Monteiro Heng (AF 0117)
Mak Chooi Peng (MAICSA 7017931) Chartered Accountants

PRINCIPAL BANKERS SOLICITORS

Bank Muamalat Malaysia Berhad Izral Partnership


CIMB Bank Berhad Dennis, Nik & Wong
Malayan Banking Berhad Jeff Leong, Poon & Wong

SHARE REGISTRAR REGISTERED OFFICE

Tricor Investor & Issuing House Services Sdn. Bhd. Level 7, Menara Milenium
Unit 32-01, Level 32, Tower A, Vertical Business Suite Jalan Damanlela, Pusat Bandar Damansara
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi Damansara Heights, 50490 Kuala Lumpur
59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia Wilayah Persekutuan, Malaysia
Tel: 603-2783 9299 Tel: 603-2084 9000
Fax: 603- 2783 9222 Fax: 603-2094 9940

PRINCIPAL PLACE OF BUSINESS STOCK EXCHANGE

Unit 28-09, Level 28, Tower A Main Market of Bursa Malaysia Securities
Vertical Business Suite Berhad
Avenue 3, Bangsar South City
59200 Kuala Lumpur, Wilayah Persekutuan, Malaysia STOCK CODE AND STOCK NAME
Tel: 603-2242 3933
Fax: 603-2242 4155 Stock Code: 7027
Website: www.petrolone.com.my Stock Name: PETONE

Annual Report 2018 PETROL ONE RESOURCES BERHAD 33


Profile of Directors
PETER THOMAS PHELAN | British, aged 69, male
Senior Independent Non-Executive Chairman
Chairman of Nomination and Remuneration Committee
Member of Audit Committee

Peter Thomas Phelan was appointed to the Board on 31 October 2011. He assumed the role of Senior
Independent Non-Executive Director of the Company on 16 October 2013 and subsequently the Chairman of
the Board on 2 March 2015.

Peter holds a Master of Business Administration from Amhurst University, United States of America in 2011.
He was awarded a Master of Business Administration, specialising in International Finance from Manchester
Business School in 1976. He gained a Builder/Developer Incentive Program (Master) in History of Art from
Cambridge University in 1973 and Bachelor of Arts, English from Manchester University in 1971.

Prior to 1985, he began his career as a computer programmer and systems analyst, primarily servicing the
market research industry. Following this, Peter joined London stock broking house Scrimgeour Vickers, in
London. He joined Gerrard and National Ltd, a member of the Gerrard & National Banking Group as an
Associate Director from 1985 to 1992. In 1992, he joined Machado Asset Management, a subsidiary company
of Machado Holdings, New York as Managing Director. Following his time at Machado Asset Management, he
joined Banque Credit Agricole (Derivatives), London in 1994 as a Director and Head of Asset Management
Division and he subsequently joined Banco Espirito Santo Latin Management as Joint Managing Director from
1996 to 2002. Thereafter, he established Skylight Capital (fund management), London and was its Managing
Director until 2010. Presently, he is a Principal of North Shore Capital, specialising in Corporate Finance and
Project Management activities.

AZLAN SHAIRI BIN ASIDIN | Malaysian, aged 53, male


Executive Director cum Chief Executive Officer

Azlan Shairi Bin Asidin was appointed as an Executive Director cum Chief Executive Officer of the Company
on 11 November 2014. He holds a Master in Business Administration from the London Business School,
United Kingdom.

Azlan was the Senior Vice President of Geoscience, Maintenance and Offshore Division and Corporate
Business Development Department with one of the leading oil and gas companies listed on Bursa Malaysia
Securities Berhad. He has also held several senior and leadership positions for a number of oil and gas
companies, where he has gained knowledge and experience on the value chain of EPCC for the oil and
gas industry. Presently, Azlan is actively engaged in many other advisory roles, including talks and seminars
directed at companies in the oil and gas industry.

44 PETROL ONE RESOURCES BERHAD Annual Report 2018


Profile of Directors (cont’d)

LEE WEI HONG | Malaysian, aged 46, male


Executive Director

Lee Wei Hong was appointed to the Board as an Executive Director on 21 May 2009. He also holds directorship
in certain subsidiaries of the Company. He graduated with a Bachelor of Engineering, Electrical & Electronic
from Nanyang Technological University.

Lee started his career in 1996 with Hewlett Packard, South Asia in the operations and supply chain management
where he managed Hewlett Packard’s contract manufacturers in the Asean region. In 2001, Lee joined the
telecommunication industry with stints in Hutchison Group in Malaysia. Subsequently, he established his own
satellite communication company and had gained in depth logistics operations experience in the oil and gas
industry.

Currently, Lee is responsible for assisting the Company’s Executive Director cum Chief Executive Officer in
the day-to-day operations of the Group including ship management of the SSVs and leading the consulting
work for the ship transfer operation. With his experience in terminal operation, he has also spearheaded the
formation of the terminal team that had now been successfully engaged to manage the oil terminal in Port
Klang. He also spearheads the sourcing of new business opportunities especially in the area of terminal and
ship transfer operation. His vast contacts and experience in the fields especially among the oil traders in
Singapore and Malaysia stand him in good stead to enhance Group’s reach into the sector.

DATUK SIEW PEK THO | Malaysian, aged 46, male


Non-Independent Non-Executive Director

Datuk Siew Pek Tho was appointed to the Board as a Non-Independent Non-Executive Director on 31
December 2013. He is also a substantial shareholder of the Company.

Datuk Siew obtained a Bachelor of Business and a Master of Business in Accounting from the University of
Technology, Sydney in Australia in September 1995 and May 1998 respectively. He obtained the certificate of
membership from The Institute of Chartered Accountants in Australia in January 1998.

Datuk Siew worked at KPMG Australian Services Pty Ltd. (“KPMG Australia”) in Australia from July 1996 to
May 1998 and at KPMG Tax Services Sdn Bhd (“KPMG Malaysia”) in Malaysia from June 1998 to June 2000.
His last position with each of KPMG Australia and KPMG Malaysia was tax consultant. Datuk Siew joined Hang
Huo Macau since July 2000 as its Chief Financial Officer. Since the establishment of Hang Huo International in
May 2004, the then indirect wholly-owned subsidiary of Hang Huo Macau and the owner of Link Hotel group,
Datuk Siew has been responsible for the financial management and administration of Link Hotel group.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 55


Profile of Directors (cont’d)

LEE KEAN CHEONG | Malaysian, aged 51, male


Independent Non-Executive Director
Chairman of Audit Committee
Member of Nomination and Remuneration Committee

Lee Kean Cheong was appointed to the Board as an Independent Non-Executive Director on 9 November 2011.
He graduated with a Master of Commerce (Management Accounting), from University of New South Wales,
Australia and a Bachelor of Commerce, from Murdoch University, Australia. He is a member of Malaysian
Institute of Accountants (MIA) and Certified Practising Accountant (CPA) Australia.

He started his career with Ernst & Young, and later moved to commercial sector in the main board of public
listed company and a multinational corporation. Lee has more than 20 years experiences of commerce and
finance, having previously held various leadership roles from within senior managerial positions.

Currently, he is the Partner of an accounting and management consultancy firm and Independent Non-
Executive Director of Teo Guan Lee Corporation Berhad and Pentamaster Corporation Berhad, both listed on
the Main Market of Bursa Malaysia Securities Berhad.

AHMAD NAINY BIN MOKHTAR | Malaysian, aged 56, male


Independent Non-Executive Director
Member of Audit Committee

Ahmad Nainy bin Mokhtar was appointed to the Board as an Independent Non-Executive Director on
6 February 2015. He graduated with a Bachelor of Engineering (Chemical) from University of Adelaide, South
Australia and is a Chartered Chemical Engineer with EC UK.

In the early part of his career, he was a Process Engineer in ESSO Malaysia Berhad Port Dickson Refinery and
subsequently in 1989 joined MMC Berhad and later Dialog Group Berhad where he was involved in two major
business start-ups, respectively, Gas Malaysia Sdn Bhd and Kertih Terminals Sdn Bhd.

In 2003, he joined Lloyd’s Register in Malaysia as the Country Manager. In 2007, he took up the position of
International Project Manager of Vitol Tank Terminal International BV (VTTI) in Fujairah. From 2011 to 2014,
he was assigned to carry out business development for VTTI Asia Pte. Ltd. (Singapore), covering Asia Pacific
region. He is currently the Managing Director of Integas Energy Ventures Sdn Bhd.

Notes:
1. Save as disclosed, none of the Directors have:
• any family relationship with any Directors and/or substantial shareholders of the Company,
• any conflict of interest with the Company and/or the Group,
• any directorships in public companies incorporated in Malaysia and listed issuers on Bursa Malaysia
Securities Berhad, and
• any conviction for offences (other than traffic offences) within the past 5 years, and/or any public sanction
or penalty imposed by the relevant regulatory bodies during the FY2018
2. The Directors’ interests in the Company are detailed in the Financial Statements section and the Analysis
of Shareholdings section of this Annual Report.
3. The number of board meetings attended by the Directors in the FY2018 is disclosed in the Corporate
Governance Overview Statement of this Annual Report.

66 PETROL ONE RESOURCES BERHAD Annual Report 2018


Profile of Key Senior Management
AZLAN SHAIRI BIN ASIDIN Executive Director cum Chief Executive Officer

LEE WEI HONG Executive Director

Note: Both Azlan Shairi bin Asidin and Lee Wei Hong are involved in the day-to-day management and operations
of the Group and their profiles are listed in the Profile of Directors section of this Annual Report.

SIM SENG LOONG @ TAI SENG | Malaysian, aged 50, male


Chief Financial Officer

Sim Seng Loong is a Chartered Accountant of Malaysian Institute of Accountants, a member of Malaysian
Institute of Certified Public Accountant and a member of the Certified Practising Accountants of Australia.

Sim started his career with a big four accounting firm for 15 years with experience from audit and assurance;
and corporate finance. In 2004, Sim was the Lead Partner of his own accounting and consulting firm, where
he was responsible for overall operations of the firm. Thereafter, Sim joined a US New York Stock Exchange
(“NYSE”) listed MNC, which is based in Melbourne, Australia as a Corporate Accountant. From 2009 to 2010,
Sim served as the Financial Controller in the said MNC’s largest manufacturing facilities based in Shanghai,
People’s Republic of China, which was principally engaged in manufacturing of engine valves and hydraulic
valve.

In 2012, Sim served as the Chief Operating Officer and Chief Financial Controller for a restaurant group that is
based in Kuala Lumpur, where he was responsible for the day-to-day operations of the group’s restaurant and
supermarket prior to joining PETONE in 2013.

Sim is an Independent Non-Executive Director of Nova Wellness Group Berhad (“Nova”) (listed on the Ace
Market of Bursa Malaysia Securities Berhad) and Pentamaster International Limited (“PIL”) (listed on Main
Market of Stock Exchange of Hong Kong Limited) and serves as the Chairman of the Audit Committee. He
also sits on the Board of Jack-in Group Limited (listed on Australian Securities Exchange) as its Independent
Director.

LOW SING TUCK | Malaysian, aged 47, male


Terminal Manager

Low Sing Tuck was appointed as Terminal Manager of PETONE in March 2016. He holds a Certificate of
Competency from Akademi Laut Malaysia.

Low started off as a deck officer with Neptune Liner in Singapore before venturing into oil terminal operation.
He has been attached to the Westport Bunker Terminal since 2002 starting with FAMM-Indah (Chevron) as
loading master responsible for ship/shore interaction, safety and inspection. He was then promoted to Technical
Superintendent to oversee and plan the daily terminal operation, leading the one full shift of operation team.

Since joining the Group, Low has been managing and running the day-to-day operation of the terminal. He
manages the terminal planning, operation, monthly inventories, upkeep and maintenance. He also becomes
the liaison between the Custom, Port and all the local authorities in respect of terminal operation. With his
extensive experiences in terminal and ship operation, Low is tasked to lead the terminal operation team in
enhancing the management service level and operation effectiveness of the Group.

Notes:
Save as disclosed, none of the Key Senior Management have:
• Any family relationship with any Directors, substantial shareholders and / or other key senior
management of the Company;
• Any conflict of interest with the Company, and / or the Group;
• Any directorship in public companies incorporated in Malaysia and listed issuers on Bursa Malaysia
Securities Berhad; and
• Any conviction for offences (other than traffic offences) within the past 5 years, and / or public sanction
or penalty imposed by the relevant regulatory bodies during the FY2018

Annual Report 2018 PETROL ONE RESOURCES BERHAD 77


Chairman and CEO’s Management
Discussion and Analysis
The information in this management discussion and analysis should be read in conjunction with PETONE’s
Audited Consolidated Financial Statements for the financial year ended 30 June 2018 and the notes related
thereto. Certain information contained herein is forward-looking and based upon assumptions and anticipated
results that are subject to risks, uncertainties and other factors. Should one or more of these uncertainties
materialise or should the underlying assumptions prove incorrect, actual results may vary materially from
those expected.

DEAR VALUED SHAREHOLDERS

On behalf of the Board of Directors of Petrol One Resources Berhad (“PETONE” or “Company”), we are
pleased to present the Annual Report 2018, the Audited Financial Statements for the financial year ended
30 June 2018 (“FY2018”) and the management discussion and analysis of financial condition and results of
operations of PETONE Group (the Company and its subsidiaries) (“MDA”).

FY2018 was a challenging year for the oil and gas (“O&G”) industry and for the Group. However, the
O&G midstream sector appears to have entered an expansion phase, as many the experts consider that
the outlook for the marine transportation and support services as well as for onshore storage services are
expected to be positive moving forward, which bodes well for the business strategy of PETONE Group.

The Group’s Business and Operations

PETONE ventured into the O&G industry in 2008. Headquartered in Kuala Lumpur, Malaysia, PETONE
is one of South East Asia’s Independent O&G storage and offshore support services companies. The
Company’s core commercial activities include the storage of oil and its derivative products such as fuel oil
and petrochemicals, among others both, both in onshore facilities, and in floating storage units; oil terminal
support services; leasing and operating standby safety vessels for rig support, and ship-to-ship (“STS”)
transfer operations.
Liquid storage
terminal
management
Advisory
services in Chartering of
relation to ship- safety standby
to-ship transfer vessels
operations

PETONE
GROUP

The Group’s business strategy continues to focus on the market for marine transportation and support
services in Malaysia. The prolonged depression in world oil prices has spurred the demand for storage
and bulk liquid trading logistical support in the downstream and trading markets and therefore, the Group
continues to concentrate on the provision of surveyor services in relation to STS transfer operations for
oil products stored on floating storage units (“FSUs”) which are chartered/owned via its indirect subsidiary
company, One Petroleum (L) Ltd (“OPLL”) on behalf of its customers, and located in the region of Johor
Darul Takzim.
STS transfer operations are complex and entail both comprehensive and critical sets of procedures that
must be carefully executed in accordance with international conventions, particularly on the safety of life
at sea and the prevention of pollution caused by sea-going vessels. In instances where vessel owners do
not have the resources and/or the experience to perform such assignments in an efficient manner, market
players with the relevant technical expertise and long-term experience, such as the PETONE Group, may
be engaged to coordinate and facilitate the STS transfer operations.
88 PETROL ONE RESOURCES BERHAD Annual Report 2018
Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Leveraging on similar skill sets with that of STS operations the Group through a subsidiary company, Petrol
One Storage Sdn. Bhd. (“POSSB”) continues in the current financial year, to manage an oil storage facility
with a capacity of approximately 220,400 cubic meters located at Pelabuhan Klang, Selangor. The contract
requires the POSSB team to manage the day to day operations of the storage facility, coordinating in the
loading and unloading of storage product(s) i.e. ship-to-land and vice versa and most importantly meeting
the expectations of the products and the storage facility owners.

The Group continues the provision of safety standby vessel (“SSV”) services on a time charter basis through
another of its subsidiaries. SSV services are complementary to the Group’s existing business, leveraging on
the Group’s long-term experience in vessel operations. The Group will continue to work diligently to expand
in this area of operations notwithstanding the announcement by Petronas to curtail its capital and operating
costs as the Group is of the view that the demand for offshore support vessel (“OSV”) remains resilient due
to the tightening of the Cabotage Policy that favours Malaysian flagged vessels.

The Group’s Financial Results and Financial Condition

2018 was a year of weak financial performance. Revenues were flat but impairment on receivables and
impairment on fixed asset impacted the profit for the year negatively.

FY2018 FY2017 Variance


(Restated) %
RM RM

Revenue 12,519,001 11,864,255 5.52


(Loss) / Profit before tax (11,236,143) 74,430,490 115.10
(Loss) / Profit after tax (11,256,229) 74,411,091 115.13
Total assets 8,882,581 19,505,234 54.46
Total liabilities 56,031,355 53,991,204 3.78
(Loss) / Earnings per share (EPS) (sen) (22.16) 146.46 115.13

Focus areas Management discussions and analysis

Revenue The Group has posted a revenue of RM12,519,001 as compared to


RM11,864,255 in FY2017; the source of revenue of the Group was mainly
contributed by PETONE’s subsidiaries which provide surveyor/consultation
services to the O&G industry; the provision and operate safety standby vessel
services, on a back-to-back vessel charter basis and income earned from our
land storage management contract.
Group
2018 2017
RM RM

Advisory Service Income 5,625,427 5,924,998


Charter Income 4,333,574 3,479,257
Storage Management Income 2,560,000 2,460,000

12,519,001 11,864,255

Annual Report 2018 PETROL ONE RESOURCES BERHAD 99


Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Focus areas Management discussions and analysis

Profits before The Group has decided to effect retrospective adjustment on both Profit Before
and after tax Tax (“PBT”) and Profit After Tax (“PAT”) of the Group. The PBT and PAT were
restated to RM74,430,490 and RM74,411,091 for the financial year ended 30
June 2017 (“FY2017”) respectively. The retrospective adjustment was in relation
to the recognition of the waiver of the RHB loans.

For FY2018, the Group incurred a Loss Before Taxation (“LBT”) of RM11,236,143
and Loss After Taxation (“LAT”) of RM11,256,229 for the FY2018 due to high
administrative expenses such as allowance of doubtful debts on uncollectible
debts, impairment of fixed assets and other expenses.

Total assets Total assets of the Group comprise of: (i) Trade and Other Receivables, and (2)
Cash and Bank Balances.

The reduction in Trade Receivables was due to the allowance doubtful debts in
One Petroleum (L) Ltd, which made the total assets decreased by 54.46% as
compared to those of FY2017.

Total liabilities Total liabilities of the Group mainly comprise of: (i) Other loans and borrowings,
and (ii) Trade and other payables.

The other loans and borrowings that were brought forward from prior financial
years would be dealt with under the Proposed Regularisation Plan of the
Company to be presented to shareholders in due course.

Trade Payables for FY2018 decreased by RM1,120,194 as compared to FY2017


in tandem with our operating activities and the Group’s ability to service its
obligations within the credit term granted to the Group which ranges from 30 to
90 days.

(Loss) / Earnings Basic (loss) / earnings per share are based on the (loss) / profit for the financial
per share (EPS) year attributable to owners of the Company and the weighted average number
(sen) of ordinary shares outstanding during the financial year, calculated as follows:

Group
2018 2017
(Restated)
RM RM

(Loss) / Profit for the financial year


attributable to owners of the Company (11,256,229) 74,411,091

Weighted average number of


ordinary shares (units) 50,804,845 50,804,845

Basic (loss) / earnings per ordinary share (sen) (22.16) 146.46

EPS was significantly decreased from 146.46 sen for FY2017 (restated) to
22.16 sen for FY2018. With the impending restructuring exercise of the Group,
the Board do not recommend any dividend for FY2018.

10
10 PETROL ONE RESOURCES BERHAD Annual Report 2018
Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Key Risks Management

The Group’s key risks management encompasses major business and financial areas as follow:

Business and
operations risks

Ability to renew
Political and existing
economic risks contracts and
procurement of
PETONE new contracts

GROUP

Foreign Counterparty
exchange risk risk

Key risks Impact to PETONE Group Mitigative actions

Business and The Group is exposed to risks inherent to the PETONE is taking steps
operations risks O&G industry, such as shortages of labour to limit the exposure of
and equipment, increases in costs of labour, the risks by exercising
introduction of new technology and new products, prudent management and
securing contracts, fluctuating fuel costs, as well operation strategies.
as maintaining the relevant licenses to operate
within the O&G industry of Malaysia.

Political and The O&G industry is inherently exposed to PETONE practices efficient
economic risk political and economic risks as the O&G operating procedures,
resources contribute significantly to the economy as well as leveraging on
of Malaysia. The O&G industry is regulated by the experience of the
the Government and as such, the workings of management of the Group
the industry changes in relation to the initiatives in the O&G industry of
undertaken by the Government on this particular Malaysia.
sector. Additionally, the O&G sector in Malaysia
is also exposed to fluctuating O&G prices due to
global events, such as war, production shortages,
as well as control of supply by the major countries
involved in the global O&G industry.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 11


11
Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Key risks Impact to PETONE Group Mitigative actions

Ability to PETONE runs the risk of not being able to renew PETONE have established
renew existing the Surveyor and Time Charter Agreements, strong, mutually beneficial
contracts and should they fail to perform their contractual relationship with its
procurement of obligations and maintain good relationships with customers, many of whom
new contracts their customers. The performance and ability to are long-term customers.
carry out these agreements is crucial for PETONE PETONE will also
to maintain its reputation and profitability. Further, continuously endeavour
the failure to secure contracts, or any cancellation to maintain good working
or termination of contracts may have a material relationships to ensure that
adverse effect on the financial performance of the existing contracts will
the Group. be renewed. Furthermore,
PETONE intends to
leverage on its expertise in
the O&G industry as a key
advantage to procure new
contracts.

Foreign The Group’s reporting currency is in RM whilst OPLL would be able to


exchange risk the only functional and reporting currency of a utilise the USD kept in its
wholly-owned subsidiary, namely One Petroleum onshore foreign currency
(L) Ltd (“OPLL”) is in USD. As a result, the Group bank account as a natural
is exposed to foreign currency exchange gains hedge to better manage
or losses when the assets, liabilities, revenue, fluctuations and volatility
cost of sales and profits are translated from of the USD exchange
USD to RM for financial reporting or repatriation rates.
purposes.

The Group cannot predict the effects of future


foreign currency exchange rate fluctuations on
its assets, liabilities, revenue, cost of sales and
profits. However, weakening of the USD against
the RM may have a material adverse impact
on the Group’s financial position and results of
operations expressed in RM. The Group however,
do not expect the effect of the forex gain or loss
to be material.

Counterparty risk PETONE has entered into various agreements PETONE will strive to
including the Surveyor Agreements, Charter ensure that all terms and
Agreements, Time Charter Agreements and conditions of the existing
Liquid Storage Management Agreement. The contracts are met as well
failure of any of the counterparties to adhere as maintaining a close
to the agreements would lead to operational working relationship with
difficulties on PETONE’s side. their clients to ensure
issues, if any, can be
addressed and resolved
promptly.

Although mitigation or control processes are designed to manage the key risks identified, there can be no
assurance that the risks will not materially affect the business of PETONE Group or the industry as a whole.
On-going self-monitoring and evaluation of the Group’s risk profile and internal control system are crucial to
align the risks and our business objectives.

12
12 PETROL ONE RESOURCES BERHAD Annual Report 2018
Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Proposed Regularisation Plan

The Company had been classified as an ‘affected listed issuer’ pursuant to Paragraph 2.1(a) of the Practice
Note 17 (“PN17”) under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”) on 30 August 2012. The PN17 criterion was triggered as a result of the shareholders’ equity of
PETONE Group on a consolidated basis falling below 25% of the Company’s issued and paid-up capital,
which was less than RM40,000,000.

Since then, our plan to regularise the business and financial condition of the Group was structured and
updated to be in-lined with the Group’s development. On 27 July 2017, modifications to the Proposed
Regularisation Plan was done after taking into consideration the consent judgement recorded by the Court
of Appeal on 24 March 2016 in relation to the orders allowed by the High Court pursuant to an application
made by one of the Scheme Creditors and provisions such as the abolishment of par value regime and
consequently the concept of authorised share capital under the Companies Act 2016 (“CA2016”) which had
come into effect on 31 January 2017. The Company’s Principal Adviser, Public Investment Bank Berhad
(“PIVB”) had announced on behalf of the Board of the revision of the Proposed Regularisation Plan now
comprising:

(a) Proposed capital reduction of the share capital of PETONE pursuant to Sections 115(a) and 116 of the
CA2016,
(b) Proposed private placement of 200,000,000 Placement Shares to identified investors at an issue price
of RM0.10 per Placement Shares after the completion of Proposed Capital Reduction,
(c) Proposed renounceable rights issue of up to 501,609,690 new Rights Shares together with up to
376,207,267 Warrants at an issue price of RM0.10 per Rights Share on the basis of 2 Rights Shares for
every 1 existing PETONE share held, together with 3 Warrants for every 4 Rights Shares subscribed
after the completion of the Proposed Private Placement,
(d) Proposed settlement of the amounts owing to the unsecured credits of PETONE and its subsidiaries
amounting to approximately RM121,959,700 as at 30 September 2013 under a scheme of arrangement
and compromise pursuant to Section 176 of the Companies Act 1965.

The Board later announced on 10 August 2018 the Company was unable to fully secure suitable placees for
the entire tranche of the Placement Shares, despite numerous efforts from the Company to actively engage
and source for suitable placees. Nevertheless, the Board has later on 20 August 2018 submitted an Appeal
to Bursa to seek extension of time and is pleased to inform shareholders that on 3 October 2018, Bursa has
approved the Company’s appeal with certain conditions. The Board will take every effort to complete the
said Regularisation Plan.

Prospects for the Group

Notwithstanding the stabilisation of operation environment of the Global O&G industry and signs of recovery
of the oil prices, the O&G industry in Malaysia nonetheless remains challenging. Some of these challenges
are: revival of O&G projects remain slow, recovery of contract prices to its previous height remained to be
seen and charter rates of vessels at its all-time low. The Group is inevitably affected by these factors. Having
said that, we believe that the Group’s team of staff and its unique skill set allowed the Group to continue do
reasonably well under the circumstances.

We will continue in reviewing our business strategy to focus on what we do best and where we can to
outpace competitors. The emphasis for O&G industry for the region remained on a cost cutting mode and
we will be continuously looking for growth areas where we our strength lies and leveraging on our asset and
cost light business model.

From operational point of view, the Group will continue in servicing its current contracts, phasing out
unprofitable ones and to continue to identify other opportunities. For business investment, we will channel
funding into the areas of growth that best promote our differentiating capabilities and into businesses that
are sustainable.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 13


31
Chairman and CEO’s Management
Discussion and Analysis (cont’d)

Utilisation of Proceeds

Save for the on-going Proposed Regularisation Plan, the Company did not undertake any other corporate
proposal to raise proceeds during the FY2018.

Material Contracts involving Directors and Major Shareholders’ interest

The Company does not have any material contracts (not being contracts entered into in the ordinary course of
business) involving Directors’ and Major Shareholders’ interest, either still subsisting at the end of the financial
year or, if not then subsisting, entered into since the end of the previous financial year.

List of Properties

The Company and/or its subsidiaries do not hold any property.

Recurrent Related Party Transactions (RRPT)

The Company did not seek shareholders’ mandate for RRPT in the preceding Annual General Meeting.

Appreciation

Lastly, we would like to express our sincere gratitude and appreciation to all shareholders for their continued
support and confidence in the Group. Our appreciation also goes to all the professionals that supported the
Group during its trying times and to the management team and employees for their unwavering contributions,
commitment and dedication to achieving the results of the Group for the FY2018.

Thank you.

For and on behalf of


the Board of Petrol One Resources Berhad

PETER THOMAS PHELAN AZLAN SHAIRI BIN ASIDIN


Senior Independent Non-Executive Chairman Executive Director cum Chief Executive Officer
Date: 31 October 2018 Date: 31 October 2018

14
14 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement
The Board of Directors of Petrol One Resources Berhad believes in upholding the standards of corporate
governance in conducting the affairs of the Company and its subsidiaries (“Group”) with integrity, transparency
and professionalism.

This statement also serves as a compliance with Paragraph 15.25 of the Main Market Listing
Requirements (“Main LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and is to be read
together with the Corporate Governance Report (“CG Report”) as published in the Company’s website at
http://www.petrolone.com.my/.

PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS

I. Board Responsibilities

(1) Clear Functions of the Board and Management

The Board is entrusted with creating and building sustainable value for the shareholders of the
Company. The duties and responsibilities of the Board include charting of the Group’s overall
strategic plans and financial objectives, overseeing and evaluating the conduct and performance
of the Group, engaging in leadership succession planning, adopting practical risk management and
internal control system for the Group, promoting sustainability of business in the Group from the
aspects of environmental, social and governance, and developing and implementing an effective
investor relations and shareholder communications programme for the Company.

The formal schedule of matters reserved for the Board has been duly stipulated in the Board Charter
and is available for viewing on the Company’s corporate website at www.petrolone.com.my.

(2) Roles and Responsibilities of the Board

All the Directors have equal responsibility for the Group’s risk management policy framework and
corporate and regulatory accountability. Matters that are material to the Group are reserved to the
Board for determination, with no individual or a company of individuals dominates the Board’s decision-
making process. The presence of the Independent Directors is essential so as to bring independent
and objective judgement to the Board’s deliberations.

The Board oversees the general business and affairs of the Group and will assume, amongst others,
the following duties and responsibilities: -

• establishing strategic intent, strategies and targets for the Company and Group;
• overseeing and evaluating the conduct and performance of the Company and Group;
• identifying principal risks and ensuring implementation of appropriate internal controls and
mitigation measures;
• establishing leadership succession plans and overseeing the development of the Group’s human
capital;
• overseeing the development and implementation of an investor relations programme or
shareholder communications policy for the Company;
• reviewing the adequacy and integrity of the management information and systems of internal
control of the Group; and
• formulating strategies that promote sustainability and give due consideration on the environment,
social and governance (“ESG”) aspects of business in the Group and consider appropriate ESG
reports and information.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 15


51
Corporate Governance Overview
Statement (cont’d)

(3) Separation of Position of the Chairman and Chief Executive Officer

The Board is chaired by the Senior Independent Non-Executive Chairman who leads the Board
and acts as a direct liaison between the Board and the Management of the Company. The Chief
Executive Officer (“CEO”), who is also one of the Executive Directors, heads the Management team
to manage the Company and its business within the level of authority determined by the Board. The
separation of the positions of the Chairman and CEO promotes accountability and facilitates division
of responsibilities between them.

The position of the Chairman of the Board and CEO are held by different individuals. Mr. Peter
Thomas Phelan (“Mr. Peter”) is the Senior Independent Non-Executive Chairman while Encik Azlan
Shairi Bin Asidin (“En. Azlan”) is the CEO of the Company.

The Board Charter has outlined the role of the Chairman as well as the role of the CEO to ensure
accountability and division of responsibilities.

(a) Chairman of the Board

The Chairman is responsible in providing leadership for the Board to ensure that all Directors
receive sufficient and relevant information on financial and non-financial matters to enable them
to participate actively in Board decisions. The key roles and responsibilities of the Chairman are
set out in the Board Charter of the Company.

The Chairman shall ensure the Board members receive accurate, timely and clear information for
decision-making, keeps track of the contribution of individual Directors to ensure they are actively
participated in Board deliberations and decision-making process, and maintain a relationship of
trust with and between the Directors.

(b)
CEO

The CEO leads the management team, shall have the authority and power to manage the
Company and its businesses within the level of authority determined by the Board from time to
time, and shall constantly report the Company’s performance to the Board for timely evaluation.

(4) Company Secretaries

The appointment and removal of the Company Secretaries is a matter for the Board. All Directors have
access to the advice and services of the Company Secretaries, who are responsible for ensuring that
Board procedures are followed, and that applicable rules and regulations are complied with. Also,
the Company Secretaries ensure that the deliberations at the Board meetings are well captured and
minuted.

Both the Company Secretaries are members of the Malaysian Institute of Chartered Secretaries and
Administrators (“MAICSA”) and are qualified to act as company secretary under Section 235(2) of the
Companies Act 2016.

(5) Access to Information and Advice

The Company takes necessary steps to ensure that quality and useful information be delivered to its
Board members to facilitate their decision-making. Relevant Board papers are disseminated to all the
Directors prior to the meetings in a timely manner to enable the Directors to review the materials and
obtain additional information or clarification prior to the meetings.

Directors also have unfettered access to the information within the Group, to seek advice from
independent professional advisers at the Group’s expense, and access to the advice and services
of the Company Secretaries who ensure that Board procedures and applicable rules and regulations
are complied with. The Company Secretaries also constantly attend training programmes to keep in
touch with the latest development in the field.

16
16 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement (cont’d)

(6) Board Charter


The Company has adopted a Board Charter which set out the Board’s strategic intent and outlines
the Board’s roles, responsibilities, processes and functions of the Board, and serves as a source
reference and primary induction literature, providing insights to prospective Board members and
Senior Management of the Group.
In view of the recent amendments of the Main LR of Bursa Securities and Malaysian Code on
Corporate Governance (“MCCG”), the Board Charter has been revised and updated by the Board on
30 August 2018 to be in line with the recent amendments.

The updated copy of the Board Charter is available at the Company’s corporate website at www.
petrolone.com.my.

(7) Code of Conduct

The Code of Conduct (“the Code”) has also been adopted by the Board on 30 August 2018. The
Code has sets forth the principles, values, standards or rules of behaviour that guide the decisions of
the Board, the Management and employees of the Group. The Code is adopted to guide the ethical
conduct of the Board, Management and employees of the Group in their daily work.
A summary copy of the Code is available at the Company’s corporate website at www.petrolone.com.
my.

(8) Whistle Blowing

The Group’s Whistle Blowing guidance has been encapsulated in the Code. It is a specific means
by which any employee/officer or stakeholder can report or disclose through established channels,
concerns about any violations of the Code, unethical behaviour, malpractices, illegal acts or failure
to comply with regulatory requirements that is taking place / has taken place / may take place in the
future.

(9) Promote Sustainability

The Board has given due consideration on ESG aspects of the businesses in the Group and consider
appropriate ESG reports and information while formulating its corporate strategies in order to promote
sustainability.

II. Board Composition

(1) Board Composition and Balance

Presently, there are six (6) Directors on the Board, comprising two (2) Executive Directors (“EDs”) and
four (4) Non-Executive Directors (“NEDs”), of whom three (3) of them are Independent Non-Executive
Directors (“INEDs”) i.e. at least half of the Board comprise independent directors and complied with
the recommendations of the MCCG. The composition of the Board is well-balanced and represents
a good mix of skills, knowledge and experience that will contribute to the positive performance of the
Group.

The presence of the INEDs brings an objective and independent judgement to the decision-making
process of the Board. The biographical details of the Board members are set out in the Directors’
Profile of this Annual Report.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 17


71
Corporate Governance Overview
Statement (cont’d)

(2) Tenure of Independent Directors

The MCCG recommended that the tenure of an Independent Director shall not exceed a cumulative
term of 9 years. Upon completion of the 9 years, the Independent Director may continue to serve
the Board subject to the Director being re-designated as a non-independent Director. However, the
Board shall provide justifications and seek shareholders’ approval in the event it proposes to retain
the Independent Director who has served the Board in that capacity for more than 9 years.

If the Board continues to retain the Independent Director after the twelfth (12) years, annual
shareholders’ approval must be sought through a two-tier voting process to retain the said Director
as an Independent Director.

The Board noted there were no Independent Directors whose tenure exceeds a cumulative term of
nine (9) years in the Company thus far.

(3) Annual Assessment of Independence of Directors

The Board subscribes mainly to the concept of independence in tandem with the definition of
Independent Director in Paragraph 1.01 of the Main LR of Bursa Securities through the assistance of
the Nomination and Remuneration Committee.

The Board noted that Letters of Declaration have been executed by the following Independent Non-
Executive Directors (“INEDs”) of the Company, confirming their independence pursuant to the Main
LR of Bursa Securities and that they have undertaken to inform the Company immediately should
there be any change which could interfere with the exercise of their independent judgement or ability
to act in the best interest of the Company:-
• Mr. Peter Thomas Phelan;
• Mr. Lee Kean Cheong; and
• Encik Ahmad Nainy Bin Mokhtar.
Based on the outcome of the Directors’ self-assessment and peer assessment evaluation, the
evaluation on the effectiveness of the Board as a whole, as well as the additional assessment on the
independence of the INEDs, the Board is satisfied with the level of independence demonstrated by
the INEDs and their ability to act in the best interest of the Company.

The Board considers that its INEDs provide an objective and independent views on various issues
dealt with at the Board and Board Committees level. All INEDs are independent of Management
and free from any relationship. The Board is of the view that the current composition of INEDs fairly
reflects the interest of minority shareholders in the Company through the Board representation.

(4) Senior Independent Non-Executive Director (“SINED”)

Mr. Peter Thomas Phelan was re-designated from Independent Non-Executive Director to the SINED
on 16 October 2013. As outlined in the Board Charter, the responsibilities of SINED are as follows: -

• to serve as a designated contact person for consultation and direct communication with
Shareholders and other stakeholders on areas that cannot be resolved through the normal
channels of contact with the Company, at the expense of the Company;

• to seek assistance from the ED and/or any Senior Management of the Company, if so required,
to resolve the issues raised by the Shareholders or other stakeholders to him;

• to seek advice from external professionals on a specific subject matter raised to him by the
Shareholders or other stakeholders, at the expense of the Company, if so required;

• to report to the Board on any pertinent issues raised by the Shareholders or other stakeholders
that warrants the Board’s attention and/or further action; and

• to ensure all INEDs have an opportunity to provide input on the agenda and advise the Board on
the quality, quantity and timeliness of the information submitted by Management that is necessary
or appropriate for the INEDs to perform their duties effectively.

18
18 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement (cont’d)

(5) Board Committees

Board Committees may be established from time to time to assist the Board in the execution of its
responsibilities. These Committees shall operate under their defined terms of reference and have
the authority delegated by the Board to deal with matters within their purview. Presently, the Audit
Committee and the Nomination and Remuneration Committee duly appointed by the Board are
actively playing their role in the governance structure of the Group.

All of these Board Committees have written terms of reference (“TOR”) clearly outlining their objectives,
duties and powers. The final decisions on all matters are determined by the Board as a whole.

(6) Audit Committee (“AC”)

The primary task of the AC is to oversee the Company’s financial reporting and to assure the Board
that the financial information issued publicly by the Company is of quality and reliable. Review of the
Group’s corporate governance practices, risk management and internal control, internal and external
audit processes, conflict of interest and related party transactions are also the duties of the AC. The
composition and activities undertaken by the AC during the financial year 2018 are set out in the Audit
Committee Report of this Annual Report.

In view of the recent amendments of the Main LR of Bursa Securities and MCCG, the TOR of AC has
been revised and updated by the Board on 30 August 2018.

The updated copy of the TOR of AC is available at the Company’s corporate website at www.petrolone.
com.my.

(7) Nomination and Remuneration Committee (“NRC”)

The NRC comprises exclusively of the following INEDs: -


Name Designation Directorship Number of NRC
Meetings attended /
held in the financial
year under review

Peter Thomas Chairman Senior Independent 1/1


Phelan Non-Executive Chairman

Lee Kean Cheong Member Independent Non-Executive 1/1


Director

The NRC met once during the financial year under review.

The NRC is governed by its TOR and its principal objectives are as follows: -

• to assist the Board of Directors in their responsibilities in nominating and selecting new candidates
to the Board of Directors and matters relating to succession planning, boardroom diversity,
training courses for Directors and other requisite qualities of Directors, as well as the annual
assessment of the effectiveness of the Board as a whole, its Committees and the contribution of
each individual Director;

• ensuring that the remuneration offered to the Executive and Non-Executive Directors and Senior
Management is commensurate with the level of executive responsibilities and is appropriate in
light of the Company’s performance; and

• ensuring that the compensation and other benefits encourage Executive Directors to act in ways
that enhance the Company’s long-term profitability and value.

In view of the recent amendments of the Main LR of Bursa Securities and MCCG, the TOR of NRC
has been revised and updated by the Board on 30 August 2018.

The updated copy of the TOR of NRC is available at the Company’s corporate website at www.
petrolone.com.my.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 19


91
Corporate Governance Overview
Statement (cont’d)

(a) Activities undertaken during the financial year

For the financial year ended 30 June 2018, the NRC has undertaken the following activities: -

(i) Conducted evaluation to assess the effectiveness of the Board as a whole and of the Board
Committees;
(ii) Evaluated the contribution and performance of each individual Director;
(iii) Reviewed the independence of the Independent Directors;
(iv) Reviewed and made recommendation to the Board on the re-election of the Directors retiring
at the forthcoming Annual General Meeting of the Company;
(v) Reviewed the overall composition of the Board and ensured that the current composition is
adequate to fulfil the needs of the Company; and
(vi) Reviewed the TOR of the NRC to comply with the recent amendments of the Main LR of
Bursa Securities.

(b) Appointment and Election of Directors

The Company’s Articles of Association provides that at every annual general meeting, 1/3 of
the Directors, including the Managing Director, shall retire from office provided always that all
Directors shall retire at least once in every 3 years. A retiring Director shall be eligible for re-
election. A director who is appointed during the year is subject to retirement and re-election by
shareholders at the next annual general meeting held following his appointment.

(c) Gender Diversity

The Board does not have any formal gender diversity policy. Notwithstanding that, gender
diversity has been adopted by the NRC as one of the criteria to be considered during the NRC’s
assessment for potential candidate(s) for Board seat.

At present, the Board does not have any women Directors. The Board is putting its efforts in
getting suitable women who could meet the objective criteria, merit and with due regard for
diversity in skills, experience, age and cultural background to join the Board.

(d) Ethnicity Diversity

At present, the Board comprises two (2) Malay Directors, three (3) Chinese Directors and one
(1) foreign Director.

(e) Age Diversity

The general age profile of the Directors was between forties to sixties years of age.

The Company does not set any specific target for the boardroom age diversity but will work
towards having appropriate age diversity in the Board, if the opportunity arises.

The Company does not fix age limit for its Directors given that such Directors are normally
reputed and experienced in the corporate world and could continue to contribute to the Board
in steering the Company. The Board is fully committed to promoting age diversity, valuing the
contribution of its members regardless of age, and seeks to eliminate age stereotyping and
discrimination on age.

20
20 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement (cont’d)

(8) Time Commitment


The Board requires its members to devote sufficient time to the workings of the Board, to effectively
discharge their duties as Directors of the Company, and to use their best endeavours to attend
meetings.
For the financial year ended 30 June 2018, the Board had convened a total of six (6) Board Meetings
for the purposes of deliberating on the Company’s quarterly financial results at the end of every
quarter and discussing important matters which demanded immediate attention and decision-making.
During the Board Meetings, the Board reviewed the operation and performance of the Company and
other strategic issues that may affect the Company’s business. Relevant staffs were invited to attend
some of the Board Meetings to provide the Board with their views and clarifications on issues raised
by the Directors.
The attendance record of each Director at Board of Directors’ Meetings during the last financial year
is as follows: -

Directors Attendance % of Attendance

Peter Thomas Phelan 5/6 83.33%


Azlan Shairi Bin Asidin 5/6 83.33%
Lee Wei Hong 4/6 66.67%
Datuk Siew Pek Tho 4/6 66.67%
Lee Kean Cheong 5/6 83.33%
Ahmad Nainy Bin Mokhtar 5/6 83.33%
Chris Lim Su Heng (Resigned on 8 August 2018) 5/6 83.33%

The Board will also meet on an ad-hoc basis to deliberate urgent issues and matters that require
expeditious Board direction or approval. In the intervals between Board meetings, any matters
requiring urgent Board decisions and/or approval are sought via circular resolutions which supported
with all the relevant information and explanations required for an informed decision to be made.
(9) Trainings
The Board acknowledges the importance of continuous education and training to equip themselves for
the effective discharge of its duties. New appointees to the Board undergo a familiarisation programme,
which includes visits to the Group’s business operations and meetings with Key Management to
facilitate their understanding of the Group’s operations and businesses.
All members of the Board have attended the Mandatory Accreditation Programme prescribed by
Bursa Securities. The details of the trainings attended by the Directors during the financial year are
disclosed in the Corporate Governance Report.

III. Remuneration
(1) Directors’ Remuneration
Presently the Company does not have a formalised remuneration policies and procedures for
Directors and Senior Management.
The objectives of the Group on Directors’ remuneration are to attract and retain Directors of the
calibre needed to manage the Group successfully. In the case of the CEO and EDs, the component
parts of their remuneration are structured to link rewards to corporate and individual performances.
For NEDs, their level of remuneration reflects the experience, expertise and level of responsibilities
undertaken by the particular Non-Executive Director concerned.
The detailed disclosure on named basis for the remuneration of individual Directors is set out in the
Corporate Governance Report.
The Board as a whole determines the remuneration of the NEDs with the Directors concerned
abstaining from deliberation and voting in respect of his own individual remuneration.
For the period from 1 January 2019 to 31 December 2019, a total Directors’ Fees of RM180,000 have
been recommended to the shareholders for approval at the forthcoming Twenty-Third Annual General
Meeting of the Company.
Annual Report 2018 PETROL ONE RESOURCES BERHAD 21
12
Corporate Governance Overview
Statement (cont’d)

PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT

I. Audit Committee (“AC”)

The composition and details of activities carried out by the AC during the financial year under review are
set out in the AC Report of this Annual Report.

FINANCIAL REPORTING

(1) Compliance with Applicable Financial Reporting Standards

The Company’s audited financial statements are prepared in accordance with the requirements of
the applicable approved accounting standards in Malaysia and the provisions of the Companies Act
2016 (“Act”).

The AC assist the Board to oversee the financial reporting process and the quality of its financial
reporting by reviewing the information to be disclosed, to ensure completeness, accuracy and
adequacy prior to endorsing the same to the Board for release to Bursa Securities.

The Board ensures that shareholders are presented with a clear, balanced, meaningful assessment
of the Company’s financial performance and prospects through the issuance of the audited financial
statements and quarterly announcements of financial results on a timely basis and in compliance with
the applicable financial reporting standards.

(2) Assessment of Suitability and Independence of External Auditors

For the financial year ended 30 June 2018, the AC has assessed the external auditors vide an annual
assessment of the suitability and independence of the external auditors.

Upon completion of its assessment, the AC was satisfied with Messrs. Baker Tilly Monteiro Heng’s
technical competency and audit independence during the financial year.

The TOR of the AC has been amended on 30 August 2018 to be in line with the recent changes in
the MCCG.

None of the members of the Board were former key audit partners and notwithstanding that in order to
uphold the utmost independence, the Board has no intention to appoint any former key audit partner
as a member of the Board.

II. Risk Management and Internal Control Framework

(1) Sound Framework to Manage Risks

The Board affirms the importance of maintaining a sound system of internal controls and risk
management practices to good corporate governance. The AC has been entrusted by the Board to
ensure effectiveness of the Group’s internal control systems. The activities of the outsourced Internal
Auditors are reported regularly to the AC which provides the Board with the required assurance in
relation to the adequacy and integrity of the Group’s internal control systems. It acknowledges its
overall responsibility in this area and also the need to review its effectiveness regularly.

The Statement on Risk Management and Internal Control of the Group as set out in this Annual
Report provides an overview of the state of risk management and internal controls within the Group.

22
22 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement (cont’d)

(2) Internal Audit Function

The outsourced Internal Auditors communicate regularly with and report directly to the AC. The AC
met up four (4) times with the Internal Auditors during the financial year ended 30 June 2018.

The Internal Audit Review of the Company’s operations encompasses an independent assessment of
the Company’s compliance with its internal controls and makes recommendations for improvement.

For the financial year ended 30 June 2018, the AC has assessed the performance of Internal Auditors
vide an annual assessment of the suitability of the Internal Auditors.

Upon completion of its assessment, the AC was satisfied with the outsourced Internal Auditor, Moore
Stephens Associates PLT’s (“MSA”) technical competency and audit independence during the
financial year under review.

PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH


STAKEHOLDERS

I. Communication with Stakeholders

(1) Leverage on Information Technology for Effective Dissemination of Information

The Company’s corporate website provides all relevant information of the Company and is accessible
by the public. It includes the announcements made by the Company and annual reports. The Board
discloses to the public all material information necessary for informed investment and takes reasonable
steps to ensure that all shareholders enjoy equal access to such information.

The Company’s corporate website is accessible at www.petrolone.com.my.

The Board has adopted the following measures with regards to communication with the Company’s
shareholders: -

(i) Announcements to Bursa Securities

Material information, updates and periodic financial reports are published on a timely basis
through announcements to Bursa Securities.

Shareholders and investors can obtain the Company’s latest announcements such as quarterly
financial in the dedicated website of Bursa Securities at http://www.bursamalaysia.com.my

(ii) Corporate Website

A corporate website (http://www.petrolone.com.my) is maintained and the said website contains


relevant information for the shareholders, potential investors, suppliers and the general public.

(iii) Annual Reports

The Company’s Annual Reports to the shareholders remain the central means of communication
to the shareholders, amongst others, the Company’s operations, activities and performance
for the past financial year end as well as the status of compliance with applicable rules and
regulations.

(iv) Annual General Meetings (“AGMs”)/General Meetings

The AGM/General Meetings which are used as the main forum of dialogue for shareholders to
raise any issues pertaining to the Company.
Annual Report 2018 PETROL ONE RESOURCES BERHAD 23
32
Corporate Governance Overview
Statement (cont’d)

(v) Investor Relations

Any enquiry regarding investor relations from the shareholders may be conveyed to the following
designated senior management personnel, the information of which has also been published on
the Company’s Corporate Website: -

Mr. Sim Seng Loong @ Tai Seng, Chief Financial Officer


Email address: sim.sl@petrolone.com.my;

Telephone No.: 03 – 2242 3933


Facsimile No: 03 – 2242 4155

As indicated in the Board Charter, the office of SINED has been identified as the designated
contact point to whom concern may be raised, including but not limited to consultation and direct
communication with the shareholders or other stakeholders on areas that cannot be resolved
through the normal channels of contact with the Company, at the expense of the Company. The
contact details of the SINED are as follows: -

The Senior Independent Non-Executive Chairman


Attention: Peter Thomas Phelan
Petrol One Resources Berhad
Unit 28-09, Level 28, Tower A,
Vertical Business Suite,
Avenue 3, Bangsar South City,
59200 Kuala Lumpur,
Wilayah Persekutuan.

Email address: peterphelan@petrolone.com.my


Contact No : 03-2242 3933

II. Conduct of General Meetings

(1) Shareholders’ Participation at General Meetings

The Company communicates regularly with shareholders and investors through annual reports,
quarterly financial reports and various announcements made via Bursa LINK as the Board
acknowledges the importance of accurate and timely dissemination of information to its shareholders,
potential investors and the public in general.

An AGM provides an opportunity for the shareholders to seek and clarify any issues pertaining to the
Group and to have a better understanding of the Group’s activities and performance. Both individuals
and institutional shareholders are encouraged to meet and communicate with the Board at the AGM
and to vote on all resolutions. The Board is always available to meet members of the press after the
AGM.

The notice of AGM together with the Annual Report is despatched to shareholders at least twenty-
eight (28) days prior to the meeting date. Sufficient notice period is given to the shareholders in order
for them to schedule their time to attend the Company’s AGM.

(2) Poll Voting

Paragraph 8.29A of the Main LR of Bursa Securities requires for poll voting for any resolution set out
in the notice of general meetings and at the Twenty-Second AGM held last year, poll voting was used
to facilitate the voting process for resolutions tabled. An independent scrutineer was also appointed
to scrutinise the polling process.

24
24 PETROL ONE RESOURCES BERHAD Annual Report 2018
Corporate Governance Overview
Statement (cont’d)

KEY FOCUS AREAS AND FUTURE PRIORITIES

Looking ahead to financial year ending 2019 and 2020, the Board and its respective committees will: -

• Focus on major strategic issues to ensure sustainability and growth;


• Continue to monitor succession planning for the senior leadership team, to ensure a healthy pipeline of
talent is emerging for future senior executive management;
• Consider other variety of approaches and independent sources to identify suitable candidate for
appointment of Directors, should the need arise; and
• Continue to review the balance, experience & skills of the Board.

CONCLUSION

The Board is satisfied that for the financial year ended 30 June 2018, it complies substantially with the principles
and recommendations of the MCCG.

This Corporate Governance Overview Statement is made in accordance with a resolution of the Board of
Directors dated 31 October 2018.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 25


52
Audit Committee Report
The Board of Directors of Petrol One Resources Berhad is pleased to present the Audit Committee Report for
the financial year ended 30 June 2018 (“FY2018”).

RESPONSIBILITIES OF THE AUDIT COMMITTEE

The Audit Committee (“AC”) was appointed by the Board to oversee the following key matters:
• financial and other material reporting;
• internal and external audit;
• risks management and internal control; and
• related party transactions, and/or conflict of interest situations.

In discharging its duties and responsibilities, the AC is allowed to access the information, resources and
personnel of the Group at the cost of the Company, and where necessary, to seek independent professional
advices to assist the AC members in forming their views on the material issues being deliberated or investigated.

TERMS OF REFERENCE

In view of the recent amendments of the Main Market Listing Requirements (“Main LR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”) and Malaysian Code on Corporate Governance (“MCCG”), the Terms
of Reference (“TOR”) of AC has been reviewed and revised by the AC to be in line with these changes and the
same has been recommended to the Board for adoption. Accordingly, the revised TOR of the AC was approved
by the Board on 30 August 2018.

The updated copy of the TOR of AC is available at the Company’s corporate website at www.petrolone.com.my.

MEMBERSHIP AND MEETINGS OF THE AC

The AC consists of three (3) members, all of whom are Independent Non-Executive Directors. The Chairman of
the AC, Lee Kean Cheong is a member of Malaysian Institute of Accountants (“MIA”), and Certified Practising
Accountant (“CPA”), Australia. The other members of the AC are Peter Thomas Phelan and Ahmad Nainy Bin
Mokhtar. All AC members are financially literate and have sufficient understanding of the Group’s business.

The number of AC Meetings held in the financial year under review and the number of meetings attended by
each AC member are as follows:

No. of
meetings
attended

Chairman : Lee Kean Cheong (Independent Non-Executive Director) 5/5


Members : Peter Thomas Phelan (Senior Independent Non-Executive Chairman) 4/5
Ahmad Nainy Bin Mokhtar (Independent Non-Executive Director) 4/5

Other Board members, Senior Management, representatives of the Internal and External Auditors were also
invited to the meetings and briefed the AC on specific issues affecting the Group. Minutes of each meeting
were circulated to the Board, and the AC Chairman reported on key issues deliberated at each meeting to the
Board for further discussion at Board meetings.

26
26 PETROL ONE RESOURCES BERHAD Annual Report 2018
Audit Committee Report (cont’d)

SUMMARY OF THE AC’S ACTIVITIES

During the financial year under review, the AC carried out the following activities in accordance with its TOR:-

(a) Review of financial performance and results

• Reviewed the Group’s annual audited financial statements with the External Auditors. This was to ensure
that the Group’s annual audited financial statements were in compliance with the provision of the
Companies Act 2016, Main LR of Bursa Securities and the applicable Malaysian Financial Reporting
Standards (“MFRS”); and
• Reviewed the Group’s quarterly unaudited financial reports prior to recommending them to the Board for
approval.

(b) Corporate Reporting

• Reviewed the External Auditors’ Report on the Statement on Risk Management and Internal Control for
inclusion in the Annual Report; and
• Reviewed the AC Report for inclusion in the Annual Report.

(c) Oversight of External Auditors

• Reviewed with the External Auditors, Baker Tilly Monteiro Heng, the Audit Planning Memorandum
covering their scope of works, audit methodology, audit plan as well as for the statutory audit and thereafter
recommended the same to the Board for approval;
• Reviewed and assessed the performance, suitability and independence of the External Auditors for
FY2018 before making any recommendation for re-appointment to the Board;
• Reviewed the audit and non-audit fees payable to the External Auditors for FY2018 to ensure the level of
non-audit services rendered by the External Auditors would not impair their independence;
• Received updates on the Malaysian Financial Reporting Standards by the representative of the External
Auditors; and
• One (1) private session was held with the External Auditors without the presence of management to
discuss on issues of concern.

(d) Oversight of internal auditors and internal audit function

• Reviewed with the Internal Auditors, Moore Stephens Associates PLT, the Internal Audit Reports which
were tabled during the year, the audit recommendations made and Management’s response to these
recommendations. Where appropriate, the AC has directed Management to rectify and improve control
procedures and workflow processes based on the Internal Auditors’ recommendations and suggestions
for improvement;

• Reviewed and follow-up with the Internal Auditors, the Internal Audit Reports for first quarter of FY2018
which includes the following processes:-

1. Credit and Collection Risk;


2. Procurement;
3. Cash Controls and Management;
4. Review and Approvals; and
5. Others

• Reviewed with the Internal Auditors, the Strategic Internal Audit Plan 2018 which includes the following
processes:-

1. Goods and Services Tax (“GST”) Health Check;


2. Enterprise Risk Management;
3. Hire to Retire Process (Human Resources); and
4. Credit and Collection
Annual Report 2018 PETROL ONE RESOURCES BERHAD 27
72
Audit Committee Report (cont’d)

• Reviewed and follow-up with the Internal Auditors for second quarter of FY2018 which includes GST
Health Check; and
• Conducted an Internal Audit Assessment to review the adequacy of the scope, functions, competency and
resources of the internal audit function to ensure that it has the necessary authority to carry out its work
and to perform its function effectively in accordance with relevant professional standards.

(e) Risk Management and Internal Control

• Reviewed the effectiveness of the Company’s internal audit function in the context of the Company’s
overall risk management system vide the Internal Audit Assessment;
• Identified risks and analysed all significant events occurred in the business unit and financial function
of the Group during the FY2018 vide a risk matrix analysis;
• Mitigated risks in accordance with the risk appetite and tolerance levels of the Group;
• Monitored closely the risk management and internal control processes and concluded that reasonable
adequate internal controls were in place to manage those significant risks duly identified during the
FY2018.

INTERNAL AUDIT FUNCTION

The AC is supported by an independent internal audit function in order to assist the AC in the discharge of its
duties and responsibilities.

The internal audit function of the Group was outsourced to an independent professional services firm namely
Moore Stephens Associates PLT (“MSA”), undertook a comprehensive health check on the integrity of the
risk management and internal control system of the Group, and advised the Company to tighten its corporate
governance standards by enhancing risk management and internal control in all aspects of the Group’s
activities. The Internal Audit activities identified through considering the Group’s corporate and strategic goals,
the scope and results of internal audit completed in prior years and the nature of operations and operating
environment of the Group. The scope of internal audit focus would then be put through to the AC for review
and approval.

The key role of the Internal Auditors is to provide independent and objective assessment on the adequacy,
efficiency and effectiveness of the Group’s systems of internal control, risk management and governance
processes in anticipating key business process exposure to risk. The Internal Audit function provides an
independent and objective feedback to the AC and the Board on the adequacy, effectiveness and efficiency
of the internal control system within the Group together with the relevant recommendations for improvement
and enhancement to the internal control system and work process. The internal audit reports are prepared
and submitted to the AC for review of the findings and recommended action plans for Management at the AC
meeting.

The total cost incurred for the internal audit function of the Group in the FY2018 amounted to RM34,000

PERFORMANCE OF THE AC

As a result of its work during the FY2018, the AC members have a collective view that they have carried out
their duties and responsibilities in accordance with the TOR. The Board also evaluated the effectiveness of the
AC and concluded that the performance of the AC is satisfactory.

This AC Report is made in accordance with a resolution passed by the Board on 31 October 2018.

28
28 PETROL ONE RESOURCES BERHAD Annual Report 2018
Statement on Risk Management
& Internal Control
The Board of Directors of Petrol One Resources Berhad (“PETONE” or “the Company”) is pleased to provide
its Statement on Risk Management & Internal Control that outlines the nature and scope of risk management
and internal control of the Group comprising the Company and its subsidiaries during the financial year
ended 30 June 2018 (“FY2018”) pursuant to Paragraph 15.26(b) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad, and as guided by the Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers.

BOARD RESPONSIBILITIES

The Board recognises the importance of maintaining a sound risk management and internal control system
and affirms its ultimate responsibility for the Group’s risk management and internal control that covers the
determination of the risk profiles, appetite and level of tolerance, the implementation of appropriate processes
and control actions to manage the significant risks, and the periodical review and monitoring of the effectiveness
of the system to ensure its adequacy and integrity to enable the Group to achieve its goals and objectives
as well as to safeguard the shareholders’ investments and the Group’s assets. The Management, which
comprises Directors with executive function, is assigned to implement the Board’s policies and practices on
risk and control.

Due to the inherent limitations in any risk management and internal control systems, the Group’s risk
management and system of internal controls are designed to manage rather than eliminate the risks that may
impede the achievement of its corporate objectives. Therefore, such system put in place can only provide
reasonable but not absolute assurance against material misstatement or loss.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

The Group’s risk management and internal control extends to all aspects of its activities. The Board is
dedicated to ensure that the Group’s corporate strategies are set in congruence with its risk profile and degree
of tolerance. The risk management structure and control mechanism for financial, operational, environmental
and compliance matters with Board’s participation, is put in place and embedded throughout the Group during
the financial year under review and up to the date of approval of this Statement, so as to effectively manage
the significant risks that may affect the Group’s business objectives on a continuous basis and they also allow
any new significant risk identified being subsequently evaluated and managed.

To strengthen the Group’s risk management processes of identifying, evaluating, monitoring and managing
significant risks faced by the Group, administrative and operational functions of the Group are centralised to
maintain consistency in the setting and application of policies and procedures relating to these functions. The
structure helps to reduce duplication or overlapping of efforts, close the possible coverage gaps and to achieve
synergies for the Group. The Executive Directors and the Management, who are accountable for the conduct
and performance of the Group, practiced ‘open-door’ and ‘hands-on’ approach in their management of the day-
to-day affairs and business activities of the Group. Such reporting procedure allows for any matters arising to
be communicated promptly so as to enable appropriate preventive, detective and corrective measures to be
undertaken efficiently. Key risk management and internal control issues that require the Audit Committee and
the Board’s attention are highlighted for review, deliberation and decision on a timely basis. As the Group is
operating in a competitive and challenging business environment, the effectiveness of the risk management
and internal control system may vary from time to time and therefore the relevant processes and practices will
be reviewed and adjusted to add value to the existing framework.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 29


92
Statement on Risk Management
& Internal Control (cont’d)

INTERNAL AUDIT FUNCTION, AND REVIEW AND ASSURANCE MECHANISM

The Group outsourced its internal audit function to Messrs. Moore Stephens Associates PLT (“MSA”) for the
FY2018, an independent firm that has thorough understanding of the business and operation of the Group.
All personnel of MSA assigned to undertake internal audit on the Group are free from any relationships or
conflicts of interest which could impair their objectivity and independence, and they have unlimited access to
information of the Group to enable them to carry out their duties and responsibilities effectively. Since their
appointment back in April 2017, the personnel of MSA conducted meetings with the Management, Executive
Directors and Audit Committee with the objectives:
• to update the risk profile of the Group, existing and emerging risks were assessed, analysed and
categorized for further evaluation and management, and
• to strategically improve the internal audit methodology and the quality of the policies and procedures of
the Group.

The key areas covered by MSA over the last two years are:

For FY 2017 • Credit and Collection Risk


• Procurement
• Cash Controls and Management
• Review and Approvals
• Others

For FY 2018 • Goods and Service Tax Health Check


• Enterprise Risk Management

The Audit Committee is entrusted by the Board with the duty to assist the Board in reviewing and monitoring
the efficiency and effectiveness of the Group’s risk management and internal control. Review reports and the
Management’s response would be presented by MSA directly to the Audit Committee for assessment and
deliberation. Based on the results concluded by the Audit Committee pertaining to the quality of the Group’s
risk management and internal control, the Board seeks various measures to rectify the weaknesses and to
maximise the efficiency and effectiveness of the risk management and internal control system of the Group.

The Audit Committee and the Board also placed great emphasis to address those risk management and internal
control findings duly highlighted by the external auditors during their course of audit for improvement purposes.
This helps to provide added assurance that risks associated with financial matters have been managed and
controlled, with significant variances explained for and corrective management action formulated, where
necessary.

For the FY2018, the Board has a collective view that adequate internal controls were in place to safeguard
the assets of the Group, and to prevent and detect fraud and other irregularities and material misstatements.
Continuous efforts would be placed to further improve the risk management and internal control practices of
the Group from time to time.

30
30 PETROL ONE RESOURCES BERHAD Annual Report 2018
Statement on Risk Management
& Internal Control (cont’d)

OTHER KEY ELEMENTS OF RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The other key elements of the Group’s internal control system are as follows: -
• Proper documentations to define the duties and responsibilities of the Board and each of its committees.
• Key functional units are managed by experienced and dedicated team of personnel
• Defined levels of authority for day-to-day business aspects of the Group covering procurement, payments,
capital expenditures, investments and recruitment have been made known to all personnel.
• Clear organization structure, comprising Business Operations and Finance, to facilitate the implementation
of risk management and control procedures.
• Senior Management adopts ‘open-door’ and ‘hands-on’ approach in the daily operational activities to
improve the workflow throughout the Group and to enhance overall communication effectiveness.
• Financial reports are reviewed by the Audit Committee and the Board on quarterly and annual basis.
• The executive directors participate directly in the daily management of the Group, and report to the Board
on significant changes in business environment as well as relevant corporate, legal, accounting and
market developments which might affect the business of the Group.

MANAGEMENT RESPONSIBILITIES AND ASSURANCE

In accordance to the Guidelines, the Management is responsible to the Board for identifying risks relevant to
the business of the Group’s objectives and strategies; implementing and maintaining risk management and
internal control systems; and monitoring and reporting to the Board of significant control deficiencies and
changes in risks that could affect the Group achievement of its objective and performance.

The Board has received assurance from the Executive Director cum Chief Executive Officer and Chief Financial
Officer to state that, to the best their knowledge the Group’s risk management and internal control systems are
operating adequately and effectively, in all material aspects.

CONCLUSION

For the financial year under review, issues highlighted by the Management, the Internal Auditors and the
External Auditors in relation to the Group’s risk management and internal control system have been given
due attention for rectification. Thereafter, reviews of risk management and internal control will be continuously
carried out to ensure the on-going adequacy, integrity and effectiveness of the Group’s risk management and
system of internal control.

This Statement on Risk Management & Internal Control is made in accordance with a resolution passed by the
Board on 31 October 2018.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 31


13
Sustainability Statement
A sustainable business - Making a difference

The Board is mindful of the importance of business sustainability, and takes into consideration the environmental,
social and governance (“ESG”) aspects when conducting our operations.

The Group has seen the sustainability as a key in not only the operations of the businesses but also in how
we work.

The Group has identified the key sustainability issues based on the assessment of our operations, key risks
and opportunities. We are committed to enhancing long-term shareholder value while bringing a positive
impact on our stakeholders.

THE ENVIRONMENT

The Group recognises the impact of its day-to-day business on the environment. As such, the Group is committed
by implementing environmentally friendly work processes while raising the environmental awareness among
its employees.

As an environmentally and socially responsible corporate citizen, the Group complies with environmental laws
and follows the principles of sustainability to preserve the surrounding environment.

The Group adopts the environmental best practices in its operation processes. The Group’s operations involve
dealing with oil and gas products in both in-land and in the seas and these products are highly contaminating
to the environment if it is not dealt with appropriately. The Group adopts a “zero-spillage” in its day-to-day
operations and complies with the strictest Health, Safety and Environment (“HSE”) requirements.

The Group’s base scope for operations includes the following:

• Strive for “zero” spillage in all its operations.


• Strive for “zero” work error and accident for site and operation work.
• Strive for full compliance in all HSE requirements.

The Group strive to minimise wastages and unnecessary consumption of resources as well as to promote eco-
friendly ways in our daily operations.

Among the approaches are:

• Recycle where it is possible and reduce usage of papers at office and stores e.g., reuse of printed papers
on the blank sides; and

• Switch off unnecessary lights and air-conditioners in office and stores



The Group periodically reviews the environmental policies to address pressing environmental
concerns,and explore measures to reduce the impact of our operations on the environment.

32
32 PETROL ONE RESOURCES BERHAD Annual Report 2018
Sustainability Statement (cont’d)

THE WORKPLACE

Equal Opportunity

The greatest asset of the Group is the people. The Group believes that employees are key resources that drive
long term and sustainable organisational successes. With this in mind, the Group places priority on employee
rights and opportunities, as well as talent development.

As an equal opportunity employer, the Group does not tolerate discrimination of any kind, and employee
performance is assessed on merit basis. The Group also complies with the employment laws in Malaysia,
including but not limited to, Employment Act 1955, The Employee Provident Fund Act 1991, The Employees
Social Security Act 1969, and Minimum Wages Order 1966.

On workplace diversity, the Group respects the different cultures, gender and religions of the employees as we
understand that the diversity and differences give us broader range of competence, skills and experience to
enhance the capabilities to achieve business results which is important for the overall business sustainability.
Thus, the Group is committed to provide the employees an environment of equal opportunity to strive while
promoting diversity in the workforce.

Employee Welfare

The health and safety of employees are of paramount importance to the Group. We have health and safety
policy in place to create a safe, pleasant and conducive working environment for the employees. The policy is
regularly reviewed and updated to reflect the latest best practices in the industry.

The Group also encourages employees to participate in sports and fitness programmes outside working hours
such as sports and other recreational activities.

Training and Development Program

The Group integrates management development and training as a responsive workforce by enhancing our
employees’ competencies to increase the operational results and support of business growth. Training and
retaining talents are our top priority in people succession planning and this objective is continuously carried
out through:

• Induction training for new employees; and


• Operational employees including daily operations which includes among others: Fire Prevention and
Awareness, Environmental and Occupational Safety Training; quality assurance, quality control,
operations and maintenance to attend monthly internal training so to enhance knowledge and operational
skills. Executives and managers are funded with external training opportunities to enhance their core
competencies and proficiency levels.

THE MARKET PLACE

To achieve the sustainable development of the marketplace, the Group endeavours to carry out activities to
promote responsible practices among our investors, suppliers and customers where high ethical standards in
the respective areas are consistently applied.

The Group is committed to ensure that the interests of all its important stakeholders – shareholders, customers,
suppliers, authority bodies and public are being taken care of. The Group emphasizes on good corporate
governance practices, transparency and accountability to meet shareholders’ expectations.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 33


33
Sustainability Statement (cont’d)

The Group’s corporate website, www.petrolone.com.my, provides up-to-date and reliable information about the
Group’s business activities. Under the “Investor Relations” section, the stakeholders would find, amongst others,
the Group’s latest financial information such as quarterly results, analyst reports, as well as announcements to
Bursa Malaysia Securities Berhad and media articles.

(i) Investors

The Group strives to enhance corporate value and maintain stable and long term growth for the benefits of
shareholders. The Group continues its efforts to engage with its shareholders through the following initiatives:

• Disclosing and disseminating all material information in a timely, open, fair and transparent manner;

• Implementing policies that promote ethical behaviour and conducting business responsibly through high
standards and business ethics; and

• Accessibility in the public domain and regular investors updates on our website.

(ii) Suppliers

The Group respects its suppliers and works closely with them through long-term relationships to realise mutual
growths and trust. In this aspect, the Group engages its suppliers in ethical procurement practices by adopting
standard procedures in vendors’ qualifications and ensuring the products supplied are in accordance with the
Group’s requirements.

(iii) Customers

The Group believes in creating value for its customers through competitive pricing. In this aspect, the Group
enhances its customers’ satisfaction and confidence by providing quality services, and establishes customers’
feedback system to ensure all customers’ complaints are acknowledged and resolved.

COMMUNITY SUSTAINABILITY

The Group recognises the relationship between business growth and social well-being and welfare. Therefore,
in fulfilling its corporate responsibility to the community in which it conducts its business, the Group is obligated
to nourish and improve the quality of the society at large.

The Group has offered internship programme and other training for undergraduate students the opportunity
to gain practical experience through attachment to our operations. The Group believes that the internship
programme allows young adults to learn real world applications of their field of study and gain valuable
experience that allow them to excel in their academic and professional pursuits.

In summary, the Group shall continue to seek out opportunities and to fulfill its corporate social responsibility
to enhance the community sustainability.

34
34 PETROL ONE RESOURCES BERHAD Annual Report 2018
Sustainability Statement (cont’d)

GOVERNANCE

Corporate governance is a crucial element towards realising our sustainability goals. It provides us with
afoundation to implement sustainability strategies across the Group, while ensuring that we remain steadfast
in fulfilling our obligations to stakeholders. We strive to maintain high standards of corporate governance
throughout the Group by embracing transparency, integrity, accountability and discipline in all our practices.

We care for the communities we serve. Corporate social responsibility is an integral and vital part of our
operations. We recognise the unique opportunity that we have to change lives for the better in our communities
by establishing partnerships with our stakeholders who share our values of improving the health and wellbeing
of the communities that we serve.

Our Commitment to Sustainability

Sustainability Policy

In furtherance of our vision of enhancing quality of life, the Group is committed towards achieving sustainability
that will benefit our stakeholders, the environment, our people and the communities in which we serve.

In achieving this, we shall:

1. Ensure that our activities and services are safe to the environment and the health of the people.
2. Be committed towards the prevention of injury, ill health and pollution as well as towards environmental
conservation.
3. Comply with all applicable statutory, regulatory and business requirements.
4. Reduce our carbon footprint as far as practicable throughout our plants and facilities that we manage.
5. Operate in an open, transparent and accountable manner.
6. Work closely with our stakeholders and customers to further improve their quality of life.
7. Communicate this Policy to all our employees.
8. Continually review and improve our sustainability performance by encouraging innovative thinking,
monitoring tends and best practices, challenges and opportunities.

Corporate Responsibility Policy

The Group remains committed to be a responsible corporate organisation. We recognise the importance of
integrating our business values with our operations to meet the expectations of our shareholders.

1. We are committed in managing our business with integrity and corporate governance practices.
2. We are committed to protecting the health and safety of all employees by providing a safe and healthy
working environment.
3. We are committed to provide equal opportunity in all aspects of employment and ensure employees are
given the opportunity to grow with the Group.
4. We are strived to provide our customers with products and services that are hallmarked by quality, integrity
and care.
5. We will actively access and monitor all our operations for the impact on environment.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 35


53
Directors’ Responsibility Statement
in respect of the preparation of the Annual Audited Financial Statements

The Board of Directors of the Company is responsible for ensuring the Annual Audited Consolidated Financial
Statements of PETONE for the financial year ended 30 June 2018 (“FY2018”) are prepared in accordance
with Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and
the requirements of the Malaysian Companies Act 2016 (“CA2016”) so as to give a true and fair view of the
financial position of the Group and of the Company as at 30 June 2018 and of their financial performance and
cash flows for the financial year then ended.

In preparing the consolidated financial statements for the FY2018, the Directors consider that significant
accounting policies have been applied consistently by the Group entities, all applicable accounting standards,
amendments and interpretations have been adopted by the Group and the Company, and reasonable and
prudent judgements, estimates and assumptions have been made in conformity with the MFRSs throughout
the entire reporting period.

The consolidated financial statements of PETONE have been prepared on the historical cost basis and on the
assumption that the Group and the Company are going concerns. However, the going concern assumption is
highly dependent upon the shareholders’ approving the Regularisation Plan and its successful implementation,
the settlement of the defaulted debts, and the ability of the Group and the Company to attain profitable operation
to generate sufficient cash flows to fulfil their obligations as and when they fall due.

Upon completion of the audit process, the External Auditors had described their Basis for Disclaimer of Opinion
in the “Independent Auditors’ Report to the members of Petrol One Resources Berhad” on those material
uncertainties that may cast significant doubt on the ability of the Group and the Company to continue as going
concerns.

During the financial year under review, the accounting and other records which disclose with reasonable
accuracy of the financial position of the Company and its subsidiaries, and the registers that required to be
kept by the Group entities, have been properly kept in accordance with the provisions of CA2016 except for the
matters as described in the Basis for Disclaimer of Opinion.

The Directors have also implemented reasonable internal controls to safeguard the assets of the Group and
the Company, and to prevent and detect fraud and other irregularities and material misstatements.

36
36 PETROL ONE RESOURCES BERHAD Annual Report 2018
Additional Compliance Information
Audit and Non-Audit Fees

For the financial year ended 30 June 2018 (“FY2018”), Baker Tilly Monteiro Heng, the External Auditors and
its affiliates have rendered certain audit and non-audit services to the Company and the Group. A breakdown
of fees paid was listed as below for information: -

Company Group
(RM) (RM)

Audit services rendered


Statutory audit for the year 2018 77,000 184,924

Non-audit services rendered
Review of Statement of Risk Management and Internal Control 6,000 6,000
Tax advisory and compliance fee 22,200 29,348

Total 105,200 220,272

Material Contracts

There were no material contracts entered into by the Company or its subsidiaries which involve directors and
major shareholders, either still subsisting at the end of the FY2018 or entered into since the end of the previous
financial year.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 37


73
Analysis of Shareholdings
AS AT 28 SEPTEMBER 2018

Total number of issued share : 50,804,845 ordinary shares


Class of shares : Ordinary shares
Voting rights : 1 vote per ordinary share held

DISTRIBUTION OF SHAREHOLDINGS

No. of % of No. of Shares % of Shares
Size Of Shareholdings Shareholders Shareholders Held Held

1-99 296 17.02 14,072 0.03

100 to 1,000 81 4.66 41,308 0.08

1,001 to 10,000 1,177 67.68 2,912,351 5.73

10,001 to 100,000 144 8.28 4,681,550 9.21

100,001 to 2,540,241 (1) 39 2.24 19,678,300 38.74

2,540,242 and above (2) 2 0.12 23,477,264 46.21

Total 1,739 100.00 50,804,845 100.00

Notes:-
(1)
Less than 5% of Issued Shares
(2)
5% and above of Issued Shares

DIRECTORS’ SHAREHOLDINGS

Shareholdings

Name Direct % Indirect %

Peter Thomas Phelan - - - -

Datuk Siew Pek Tho 8,279,400 16.30 - -

Azlan Shairi Bin Asidin - - - -

Lee Wei Hong - - - -

Lee Kean Cheong - - - -

Ahmad Nainy Bin Mokhtar - - - -

38
38 PETROL ONE RESOURCES BERHAD Annual Report 2018
Analysis of Shareholdings (cont’d)
AS AT 28 SEPTEMBER 2018

SUBSTANTIAL SHAREHOLDERS
Shareholdings

Name Direct % Indirect %

RHB Capital Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Modern
Profit Sdn. Bhd. 15,197,864 29.91 - -

Datuk Siew Pek Tho 8,279,400 16.30 - -

LIST OF THIRTY (30) LARGEST SHAREHOLDERS


(Without aggregating securities from different securities accounts belonging to the same registered
holder)

No. of shares
No. Name of Shareholders held %

1. RHB Capital Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Modern Profit Sdn. Bhd. 15,197,864 29.91

2. Siew Pek Tho 8,279,400 16.30

3. Koh Kin Lip 2,000,000 3.94

4. CIMSEC Nominees (Tempatan) Sdn. Bhd.


CIMB Bank for Koh Cheng Keong (MM1289) 1,500,000 2.95

5. Ho Kat Sin 1,464,600 2.88

6. Teoh Boon Beng 1,295,000 2.55

7. James Khong Poh Wah 1,169,900 2.30

8. Koh Siew Kong 934,500 1.84

9. Thong Ngon Hwa 840,000 1.65

10. Lew Bok Hoa 782,000 1.54

11. RHB Capital Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Simfoni Kosmo Sdn. Bhd.
(Chang Huat) 718,000 1.41

12. Oh Teik Chay 663,600 1.31

13. Public Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Lim Kwai Fong (E-IMO) 558,900 1.10

Annual Report 2018 PETROL ONE RESOURCES BERHAD 39


93
Analysis of Shareholdings (cont’d)
AS AT 28 SEPTEMBER 2018

LIST OF THIRTY (30) LARGEST SHAREHOLDERS


(Without aggregating securities from different securities accounts belonging to the same registered
holder)

No. of shares %
No. Name of Shareholders held

14. Chew Lean Hong 528,000 1.04

15. Lawrence Mok Chee Kien 523,700 1.03

16. David Gerard Mok Chee Keong 511,000 1.01

17. Kuek Thiam Chai 401,100 0.79

18. HLIB Nominees (Tempatan) Sdn. Bhd.


Amara Investment Management Sdn. Bhd. for
Wan Shahriman Bin Wan Din 400,000 0.79

19. Mohd Zaidi Bin Zakaria 381,000 0.75

20. Yap Hoe Hup 329,400 0.65

21. Mohamed Nizam Bin Mohamed Jakel 323,200 0.64

22. Chong Shau Leong 309,700 0.61

23. Che Tom Binti Ahmad 302,400 0.60

24. Soong Chin Yee 301,400 0.59

25. Maybank Nominees (Tempatan) Sdn. Bhd.


Yahaya Bin Ashari 300,000 0.59

26. Shaharudin Bin Ismail 300,000 0.59

27. Maybank Securities Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for San Wei Haw 260,300 0.51

28. Ong Pah Kian @ Koh Poh Kian 250,000 0.49

29. Public Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Liow Chee Woon (E-KLC) 232,100 0.46

30. Alliancegroup Nominees (Tempatan) Sdn. Bhd.


Pledged securities account for Liew Boon Loong (8093185) 213,100 0.42

Total 41,270,164 81.24

40
40 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notice of Twenty-Third Annual General
Meeting
NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of the Company will be held at
Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000
Kuala Lumpur, Wilayah Persekutuan on Wednesday, 19 December 2018 at 10.30 am or at any adjournment
thereof for the following purposes: -
AGENDA
As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended [Please refer to
30 June 2018 together with the Reports of the Directors and Auditors thereon. Explanatory Note 1]

2. To re-elect the following Directors who retire by rotation in accordance with
Article 82 of the Articles of Association of the Company:-
(a) Mr. Lee Kean Cheong; and Resolution 1
(b) En. Ahmad Nainy Bin Mokhtar. Resolution 2

3. To re-appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company
until the conclusion of the next Annual General Meeting and to authorise the
Directors to fix their remuneration. Resolution 3

As Special Business

To consider and, if thought fit, with or without any modification, to pass the following
Resolutions:-
4. ORDINARY RESOLUTION NO. 1
- PAYMENT OF DIRECTORS’ FEES Resolution 4

“THAT the Directors’ Fees amounting to RM180,000/- (Ringgit Malaysia:
One Hundred Eighty Thousand only) for the period from 1 January 2019 to 31
December 2019 be hereby approved for payment.”

5. ORDINARY RESOLUTION NO. 2
- AUTHORITY TO ISSUE SHARES PURSUANT TO THE COMPANIES
ACT 2016 Resolution 5

“THAT subject always to the Companies Act 2016 (“the Act”), the Articles of
Association of the Company and the approvals from Bursa Malaysia
Securities Berhad (“Bursa Securities”) and any other relevant governmental
and/or regulatory authorities, the Directors be and are hereby empowered
pursuant to the Act, to issue and allot shares in the capital of the Company
from time to time at such price and upon such terms and conditions, for such
purposes and to such person or persons whomsoever the Directors may in
their absolute discretion deem fit provided always that the aggregate number
of shares issued pursuant to this resolution does not exceed ten percent
(10%) of the total number of issued shares of the Company for the time being;
AND THAT the Directors be and are also empowered to obtain the approval
for the listing of and quotation for the additional shares so issued on Bursa
Securities;
AND FURTHER THAT such authority shall commence immediately upon the
passing of this resolution and continue to be in force until the conclusion of
the next Annual General Meeting of the Company.”
6. To transact any other ordinary business of the Company for which due notice
shall have been given.
By Order of the Board
CHUA SIEW CHUAN (MAICSA 0777689)
MAK CHOOI PENG (MAICSA 7017931)
Company Secretaries
Kuala Lumpur
31 October 2018
Annual Report 2018 PETROL ONE RESOURCES BERHAD 41
14
Notice of Twenty-Third Annual General
Meeting (cont’d)

Notes:-

1. In respect of deposited securities, only members whose names appear in the Record of Depositors on
12 December 2018 (“General Meeting Record of Depositors”) shall be eligible to attend, speak and vote
at the Meeting.

2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint more than
one proxy but not more than two proxies to attend and vote in his stead. A proxy may but need not be
a member of the Company, an advocate, an approved company auditor or a person approved by the
Registrar of Companies. Where a member appoints more than one proxy, the appointments shall be
invalid unless he specifies the proportions of his shareholdings to be represented by each proxy. A proxy
appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the
Meeting. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint
any person as his proxy to attend and vote instead of the member at the Meeting. There shall be no
restriction as to the qualifications of the proxy.

3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit
to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus
account it holds.

4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or if the appointor is a corporation, either under its common seal or under the hand of
an officer or attorney duly authorised.

5. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy of that power or authority, shall be deposited at the Registered Office
of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time
appointed for holding the Meeting or at any adjournment thereof.

6. Explanatory Notes: -
a. Audited Financial Statements for the financial year ended 30 June 2018

The Agenda item is meant for discussion only as the provision of Section 340(1)(a) of the Companies
Act 2016 does not require a formal approval for the Audited Financial Statements from the shareholders.
Hence, this Agenda item is not put forward for voting.

b. Payment of Directors’ Fees

This resolution is to facilitate payment of Directors’ fees on current calendar year basis. In the event
the Directors’ fees proposed is insufficient due to enlarged Board size, approval will be sought at the
next AGM for additional fees to meet the shortfall.

c. Authority to Issue Shares pursuant to the Companies Act 2016

This is the renewal of the mandate obtained from the members at the last Annual General Meeting
(“the previous mandate”). The previous mandate was not utilised and accordingly no proceeds were
raised.

The proposed resolution, if passed, will provide flexibility to the Directors to undertake fund raising
activities, including but not limited to placement of shares for the funding of the Company’s future
investment projects, working capital and/or acquisitions, by the issuance of shares in the Company
to such persons at any time, as the Directors may deem fit, without having to convene a general
meeting. This authority, unless revoked or varied by the Company in a general meeting will expire at
the conclusion of next Annual General Meeting of the Company.

42
42 PETROL ONE RESOURCES BERHAD Annual Report 2018
Financial Statements
Directors’ Report 1-6

Statements of Financial Position 7

Statements of Comprehensive Income 8

Statements of Changes in Equity 9 - 10

Statements of Cash Flows 11 - 12

Notes to the Financial Statements 13 - 86

Statement by Directors 87

Statutory Declaration 88

Independent Auditors’ Report 89 - 95


Directors’ Report
Company No. 333769-X

for the year ended 30 June 2018


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

DIRECTORS' REPORT

The directors hereby submit their report together with the audited financial statements of the Group
and of the Company for the financial year ended 30 June 2018.

PRINCIPAL ACTIVITIES

The Company is principally engaged in investment holding and provision of management services
to the subsidiaries. The principal activities of its subsidiaries are disclosed in Note 6 to the financial
statements.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group Company
RM RM

Loss for the financial year attributable to


owners of the Company, net of tax (11,256,229) (831,181)

DIVIDENDS

No dividend has been paid or declared by the Company since the end of the previous financial year.

The directors do not recommend the payment of any dividends in respect of the financial year ended
30 June 2018.

RESERVES OR PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other
than those disclosed in the financial statements.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were prepared, the directors took
reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts
and the making of allowance for doubtful debts and had satisfied themselves that all known bad
debts had been written off and that adequate allowance had been made for doubtful debts.

At the date of this report, the directors are not aware of any circumstances which would render the
amount written off for bad debts or the amount of allowance for doubtful debts in the financial
statements of the Group and the Company inadequate to any substantial extent.

11 PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X
Directors’ Report (cont’d)
for the year ended 30 June 2018
PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

DIRECTORS' REPORT (CONTINUED)

CURRENT ASSETS

Before the financial statements of the Group and of the Company were prepared, the directors took
reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary
course of business including their values as shown in the accounting records of the Group and of
the Company 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 which would render the
values attributed to the current assets in the financial statements of the Group and of the Company
misleading.

VALUATION METHODS

At the date of this report, the directors are not aware of any circumstances which have arisen which
render adherence to the existing methods of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

At the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of
the financial year which secures the liabilities of any other person; and

(ii) any contingent liabilities in respect of the Group or of the Company which has arisen since
the end of the financial year.

In the opinion of the directors, no contingent or other liabilities of the Group or of the Company 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 or of the Company to
meet their obligations as and when they fall due except for those disclosed in Note 2 to the financial
statements.

CHANGE OF CIRCUMSTANCES

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with
in this report or the financial statements of the Group and of the Company which would render any
amount stated in the financial statements misleading.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 22


Directors’ Report
Company No. 333769-X
(cont’d)
for the year ended 30 June 2018

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

DIRECTORS' REPORT (CONTINUED)

ITEMS OF MATERIAL AND UNUSUAL NATURE

In the opinion of the directors,

(i) the results of the operations of the Group and of the Company for the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature; 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.

ISSUE OF SHARES AND DEBENTURES

During the financial year, no new issue of shares or debentures were made by the Company.

DIRECTORS

The directors in office during the financial year and during the period from the end of the financial
year to the date of the report are:

Peter Thomas Phelan


Azlan Shairi Bin Asidin
Datuk Siew Pek Tho
Lee Wei Hong *
Lee Kean Cheong
Ahmad Nainy Bin Mokhtar
Chris Lim Su Heng (Resigned on 8 August 2018)

* Directors of the Company and its subsidiary(ies).

The names of the directors of the Company's subsidiary(ies) since the beginning of the financial
year to the date of this report, excluding those who are already listed above are:

Ahmad Akmal Bin Hamzah


Lim Kian Boon
Sim Seng Loong @ Tai Seng

DIRECTORS’ INTERESTS

According to the Register of Directors’ shareholdings required to be kept by the Company under
Section 59 of the Companies Act 2016 in Malaysia, the interests of directors in office at the end of
the financial year in shares in the Company and its related corporation during the financial year
were as per ensuing page.

33 PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X
Directors’ Report (cont’d)
for the year ended 30 June 2018

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

DIRECTORS' REPORT (CONTINUED)

DIRECTORS’ INTERESTS (CONTINUED)

Interest in the Company

Number of ordinary shares


At At
1 July 30 June
2017 Bought Sold 2018
Direct Interest:
Datuk Siew Pek Tho 8,279,400 - - 8,279,400

By virtue of his interests in the ordinary shares of the Company and pursuant to Section 8 of the
Companies Act 2016 in Malaysia, Datuk Siew Pek Tho is deemed to have an interest in the ordinary
shares of the subsidiaries to the extent that the Company has an interest.

Other than as stated above, none of the other directors in office at the end of the financial year had
any interest in ordinary shares or debentures of the Company and its related corporations during
the financial year.

DIRECTORS' BENEFITS

Since the end of the previous financial year, no director of the Company 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 15 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.

Neither during, nor at the end of the financial year, was the Company a party to any arrangement
where the object is to enable the directors to acquire benefits by means of the acquisition of shares
in, or debentures of the Company or any other body corporate.

INDEMNITY TO DIRECTORS AND OFFICERS

During the financial year, there were no indemnity given to or insurance effected for, any director
and officer of the Company.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 44


Directors’ Report
Company No. 333769-X
(cont’d)
for the year ended 30 June 2018
PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

DIRECTORS' REPORT (CONTINUED)

SUBSIDIARIES

The details of the Company’s subsidiaries are disclosed in Note 6 to the financial statements.

Other than those subsidiaries with modified opinions in the auditors’ reports as disclosed in Note 6
to the financial statements, the available auditors’ reports on the accounts of the remaining
subsidiaries did not contain any qualification.

SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

Details of the significant events during the financial year are disclosed in Note 23 to the financial
statements.

SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

Details of the significant events subsequent to the end of the financial year are disclosed in Note
24 to the financial statements.

AUDITORS’ REMUNERATION

The details of the auditors’ remuneration are disclosed in Note 15 to the financial statements.

INDEMNITY TO AUDITORS

The Company has agreed to indemnify the auditors of the Company as permitted under Section
289 of the Companies Act 2016 in Malaysia.

55 PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X
Directors’ Report (cont’d)
for the year ended 30 June 2018
PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

DIRECTORS' REPORT (CONTINUED)

AUDITORS

The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in
office.

This report was approved and signed on behalf of the Board of Directors in accordance with a
resolution of the directors:

..........................................................................
AZLAN SHAIRI BIN ASIDIN
Director

..........................................................................
LEE WEI HONG
Director

Kuala Lumpur

Date: 31 October 2018

Annual Report 2018 PETROL ONE RESOURCES BERHAD 66


Company No. 333769-X

Statements of Financial Position


as at 30 PETROL
June 2018ONE RESOURCES BERHAD
(Incorporated in Malaysia)

STATEMENTS OF FINANCIAL POSITION AS AT 30 JUNE 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM
ASSETS (Restated) (Restated)
Non-current assets
Plant and equipment 5 1,564,959 4,086,639 1,289,373 1,633,197
Investment in subsidiaries 6 - - 939,177 939,177

Total non-current assets 1,564,959 4,086,639 2,228,550 2,572,374

Current assets
Trade and other receivables 7 7,118,844 15,328,716 69,725,914 73,562,346
Cash and bank balances 198,778 89,879 68,114 15,820

Total current assets 7,317,622 15,418,595 69,794,028 73,578,166

TOTAL ASSETS 8,882,581 19,505,234 72,022,578 76,150,540

EQUITY AND LIABILITIES


Equity attributable to
owners of the Company
Share capital 8 63,473,605 63,473,605 63,473,605 63,473,605
Exchange reserves 9 (30,560,708) (29,154,133) - -
(Accumulated losses)/
Retained earnings (80,061,671) (68,805,442) 931,014 1,762,195

(CAPITAL DEFICIENCY)/
TOTAL EQUITY (47,148,774) (34,485,970) 64,404,619 65,235,800

Current liabilities
Loans and borrowings 10 2,250,000 2,250,000 - -
Trade and other payables 11 53,761,355 51,721,273 7,617,959 10,914,740
Tax payables 20,000 19,931 - -

Total current liabilities 56,031,355 53,991,204 7,617,959 10,914,740


TOTAL LIABILITIES 56,031,355 53,991,204 7,617,959 10,914,740
TOTAL EQUITY
AND LIABILITIES 8,882,581 19,505,234 72,022,578 76,150,540

The accompanying notes form an integral part of these financial statements.

77 PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X

Statements of Comprehensive Income


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia) for the financial year ended 30 June 2018

STATEMENTS OF COMPREHENSIVE INCOME


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM
(Restated) (Restated)

Revenue 12 12,519,001 11,864,255 2,190,000 2,190,000


Cost of sales 13 (6,649,720) (4,965,952) - -

Gross profit 5,869,281 6,898,303 2,190,000 2,190,000

Other income 14 2,063,460 73,320,568 - 8,413,887


Administrative expenses (19,168,884) (5,788,381) (3,021,181) (3,038,926)

Operating (loss)/profit (11,236,143) 74,430,490 (831,181) 7,564,961

Finance costs - - - -

(Loss)/Profit before tax 15 (11,236,143) 74,430,490 (831,181) 7,564,961

Income tax expense 16 (20,086) (19,399) - -


(Loss)/Profit for the
financial year (11,256,229) 74,411,091 (831,181) 7,564,961
Other comprehensive
loss, net of tax
Items that may be reclassified
subsequently to profit or loss
Exchange differences on
translation of foreign currency (1,406,575) (5,401,706) - -
Total comprehensive (loss)/profit
for the financial year (12,662,804) 69,009,385 (831,181) 7,564,961

(Loss)/Profit attributable to:


Owners of the Company (11,256,229) 74,411,091 (831,181) 7,564,961

Total comprehensive (loss)/profit


attributable to:
Owners of the Company (12,662,804) 69,009,385 (831,181) 7,564,961

Basic/diluted (loss)/earnings
per share (sen): 17 (22.16) 146.46

The accompanying notes form an integral part of these financial statements.

Annual Report 2018 PETROL ONE RESOURCES BERHAD 88


Company No. 333769-X
Statements of Changes in Equity
for the year ended 30 June 2018

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

STATEMENTS OF CHANGES IN EQUITY


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018

Attributable to owners of the Company


Share Share Exchange Accumulated Capital
capital premium reserves losses deficiency
RM RM RM RM RM
Group
At 1 July 2016 50,804,845 12,668,760 (23,752,427) (143,216,535) (103,495,357)
Transition to non-par-value regime under Companies Act, 2016 (Note 8) 12,668,760 (12,668,760) - - -
Profit for the financial year - - - 1,836,856 1,836,856
Other comprehensive loss for the financial year - - (5,977,896) - (5,977,896)

99
At 30 June 2017, as previously reported 63,473,605 - (29,730,323) (141,379,679) (107,636,397)
Retrospective adjustments (Note 25) - - 576,190 72,574,237 73,150,427

At 30 June 2017 (Restated) 63,473,605 - (29,154,133) (68,805,442) (34,485,970)


Loss for the financial year - - - (11,256,229) (11,256,229)
Other comprehensive loss for the financial year - - (1,406,575) - (1,406,575)

At 30 June 2018 63,473,605 - (30,560,708) (80,061,671) (47,148,774)

PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X
Statements of Changes in Equity (cont’d)
for the year ended 30 June 2018
PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

STATEMENTS OF CHANGES IN EQUITY (CONTINUED)


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018

Attributable to owners
of the Company
(Accumulated
losses)/
Share Share Retained Total
capital premium earnings equity
RM RM RM RM
Company
At 1 July 2016 50,804,845 12,668,760 (5,802,766) 57,670,839
Transition to non-par-value regime under Companies Act, 2016 (Note 8) 12,668,760 (12,668,760) - -
Loss for the financial year - - (848,926) (848,926)

At 30 June 2017, as previously reported 63,473,605 - (6,651,692) 56,821,913


Retrospective adjustments (Note 25) - - 8,413,887 8,413,887

At 30 June 2017 (Restated) 63,473,605 - 1,762,195 65,235,800


Loss for the financial year - - (831,181) (831,181)

Annual Report 2018


At 30 June 2018 63,473,605 - 931,014 64,404,619

The accompanying notes form an integral part of these financial statements.

10

PETROL ONE RESOURCES BERHAD


1
010
Company No. 333769-X

Statements of Cash Flows


PETROL
for the financial yearONE RESOURCES
ended 30 June 2018 BERHAD
(Incorporated in Malaysia)

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018

Group Company
2018 2017 2018 2017
Note RM RM RM RM
(Restated) (Restated)
Cash flows from
operating activities
(Loss)/Profit before tax (11,236,143) 74,430,490 (831,181) 7,564,961
Adjustments for:
Depreciation of plant and
equipment 609,505 591,455 394,869 364,378
Impairment loss on trade
receivables 11,823,310 - - -
Impairment loss on plant and
equipment 1,836,347 - - -
Interest income (2,541) (1,290) - -
Plant and equipment
written off - 5 - -
Unrealised gain on foreign
exchange (1,560,919) (1,265,499) - -
Waiver of debts - (72,052,205) - (8,413,887)
Operating profit/(loss)
before changes in
working capital 1,469,559 1,702,956 (436,312) (484,548)

Changes In Working Capital:


Receivables (6,690,650) (2,237,912) 108,359 (2,310,876)
Payables 5,397,159 (179,666) (37,396) 3,451,923
Net cash flows generated
from/(used in) operations 176,068 (714,622) (365,349) 656,499
Interest received 2,541 1,290 - -
Tax paid (18,417) (42,090) - -
Net cash flow generated
from/(used in) operating
activities 160,192 (755,422) (365,349) 656,499

Cash flows from


investing activities
Advances from subsidiaries - - 3,728,048 -
Acquisition of plant and
equipment (51,045) (641,024) (51,045) (641,024)

Net cash flows (used in)/


generated from investing
activities (51,045) (641,024) 3,677,003 (641,024)

11

11
11 PETROL ONE RESOURCES BERHAD Annual Report 2018
Company No. 333769-X

Statements of Cash Flows


PETROL ONE RESOURCES BERHAD
(cont’d)
(Incorporated in Malaysia) for the financial year ended 30 June 2018

STATEMENTS OF CASH FLOWS


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2018 (CONTINUED)

Group Company
2018 2017 2018 2017
Note RM RM RM RM
(Restated) (Restated)
Cash flows from
financing activities (a)
Repayment to a subsidiary - - (3,259,360) -
Net cash flows used in
financing activities - - (3,259,360) -

Net increase/(decrease) in cash


and cash equivalents 109,147 (1,396,446) 52,294 15,475
Cash and cash equivalents
at the beginning of the
financial year 89,879 1,439,222 15,820 345
Effects of exchange rate
changes on cash and cash
equivalents (248) 47,103 - -
Cash and cash equivalents
at the end of the financial
year 198,778 89,879 68,114 15,820

Analysis of cash and cash


equivalents
Cash and bank balances 198,778 89,879 68,114 15,820

(a) Reconciliation of liabilities arising from financing activities:

At 1 July 2017 Cash flows At 30 June 2018


RM RM RM
Company
Amount owing to
subsidiaries 3,259,360 (3,259,360) -

The accompanying notes form an integral part of these financial statements.

12

Annual Report 2018 PETROL ONE RESOURCES BERHAD 212


1
Notes to the Financial Statements
Company No. 333769-X

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS

1. CORPORATE INFORMATION

Petrol One Resources Berhad (“the Company”) is a public limited liability company,
incorporated and domiciled in Malaysia and is listed on the Main Market of Bursa Malaysia
Securities Berhad. The registered office of the Company is located at Level 7, Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala
Lumpur, Wilayah Persekutuan. The principal place of business of the Company is located at
Unit 28-09, Level 28, Tower A, Vertical Business Suite, Avenue 3, Bangsar South City, 59200
Kuala Lumpur.

The Company is principally engaged in investment holding and provision of management


services to the subsidiaries. The principal activities of its subsidiaries are disclosed in Note 6
to the financial statements. There have been no significant changes in the nature of these
activities during the financial year.

The financial statements were authorised for issue by the Board of Directors in accordance
with a resolution of the directors on 31 October 2018.

2. BASIS OF PREPARATION

2.1 Statement of Compliance

The financial statements of the Group and of the Company have been prepared in
accordance with the Malaysian Financial Reporting Standards (“MFRSs”),
International Financial Reporting Standards and the requirements of the Companies
Act 2016 in Malaysia.

2.2 Fundamental accounting principle

The financial statements have been prepared on the historical cost basis and on the
assumption that the Group and the Company are going concerns except as otherwise
disclosed in Note 3 to the financial statements. As at 30 June 2018, the Group
recorded net current liabilities of RM48,713,733 and capital deficiency of
RM47,148,774. The Group also recorded accumulated losses of RM80,061,671.

The Company and its wholly-owned indirect subsidiary, Arus Dermaga Sdn. Bhd.
(“ADSB”), were unable to meet their loan obligations since January 2011 and March
2010, respectively.

On 30 August 2012, the Company announced that it had been classified as an


affected listed issuer pursuant to Paragraph 2.1 (a) of Practice Note 17 (“PN17”)
under the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Malaysia”).

13

13
13 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X
(cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.2 Fundamental accounting principle (continued)

On 15 November 2013, the Company proposed to undertake a two (2) pronged


approach, comprising the Group’s business turnaround strategy (“Business
Regularisation Strategy”) and the Proposed Regularisation Plan to address its PN17
issues. The Proposed Regularisation Plan comprises the following: (i) Proposed
Capital Reduction, (ii) Proposed Share Premium Reduction, (iii) Proposed Private
Placement, (iv) Proposed Rights Issue with Warrants, (v) Proposed Scheme of
Arrangement, and (vi) Proposed Amendment to Memorandum and/or Articles of
Association. A further announcement was made on 21 January 2015 incorporating
details of variations to the Proposed Regularisation Plan. On 14 August 2015, Bursa
Malaysia approved the Proposed Regularisation Plan subject to certain terms and
conditions.

On 24 December 2013, the Company and ADSB entered into a debt settlement
agreement (“DSA”) with their respective lenders whereby the outstanding loan
obligations will be settled in full by a cash payment of RM6,500,000.

The Company, and its wholly-owned indirect subsidiaries, ADSB and One Petroleum
(L) Ltd (“OPLL”) were granted an order by the High Court of Malaya to hold a meeting
with their scheme creditors pursuant to Section 176(1) of the Companies Act, 1965.
The Court Convened Meetings for approving the proposed scheme of arrangement
(“the Scheme”) were held on 7 July 2014. At the Court Convened Meetings, a
majority in number and more than 75% in value of the scheme creditors who were
present voted in approval of the Scheme. The Scheme was approved by the High
Court of Malaya on 15 August 2014 and is binding until it is approved by a majority
of the members of the respective companies at their members’ meetings. As at the
end of the financial year, the Group has not recorded the effect of the waiver of debt
pending the completion of the Scheme.

On 16 October 2014, the Company announced that it had agreed with its lenders to
vary the terms of the DSA whereby the RM6,500,000 will be settled (i) by the sale,
by the lender, of the shares in the Company which have been pledged by a third party
as security for the loan for a consideration amounting to RM3,040,000; and (ii) in
cash for an amount of RM3,460,000. The variation was formalised in a
supplementary settlement agreement (“SSA”) on 21 November 2014. On the same
date, the total sum of RM6,500,000 was paid to the lenders under the terms of the
SSA comprised of payment by the Company of RM3,460,000 and payment by a third
party of RM3,040,000. Upon expiry of a period of 24 months from the date of SSA,
the lender shall discharge from its obligations to sell the pledged shares to the third
party and the lender shall entitled to utilise the balance settlement sum. The
Company has not recognised the fair value of corporate guarantee given to lender
for loan given to subsidiary.

14
Annual Report 2018 PETROL ONE RESOURCES BERHAD 414
1
Notes to the Financial Statements
Company No. 333769-X
(cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.2 Fundamental accounting principle (continued)

On 27 July 2017, the Company announced to Bursa that the Proposed Regularisation
Plan will be revised as per followings: (i) from proposed capital reduction of the issued
and paid-up share capital of the Company pursuant to Section 64(1) of the
Companies Act, 1965, involving the cancellation of RM0.90 of the par value of every
existing ordinary share of RM1.00 each in the Company as per the approval letter
revised to proposed capital reduction of the share capital of the Company pursuant
to Section 115(a) and 116 of the Companies Act 2016, (ii) no longer applicable on
the Proposed Share Premium Reduction, (iii) from Proposed private placement of
200,000,000 placement shares to potential investors at an issue price of RM0.10 per
placement share after the completion of the Proposed Capital Reduction and the
Proposed Share Premium Reduction as per the approval letter to proposed private
placement of 200,000,000 placement shares to identified investors at an issue price
of RM0.10 per placement share after the completion of the Proposed Capital
Reduction, (iv) No changes on the Proposed Rights Issue with Warrants, (v) no
changes on the Scheme of Arrangement except the settlement amount, (vi) no longer
applicable on the Proposed increase in the authorised share capital, and (vii) no
longer applicable on the proposed amendment.

On 29 March 2018, Bursa Securities had granted the Company the extension of time
up to 11 August 2018 via its approved letter dated on 29 March 2018.

On 10 August 2018, the Company announced that it was unable to implement the
Proposed Regularisation Plan by 11 August 2018.

On 13 August 2018, the Company announced that (i) the trading in the securities of
the Company will be and/or remain suspended with effect from 21 August 2018; and
(ii) the securities of the Company will be de-listed on 24 August 2018 unless an
appeal against the de-listing is submitted to Bursa Securities on or before 20 August
2018 (“the Appeal Timeframe”). Any appeal submitted after the Appeal Timeframe
will not be considered by Bursa Securities.

On 14 August 2018, the Company has written to the lender to request for a formal
discharge in accordance with the SSA dated 21 November 2014. On 12 September
2018, the lender agreed to discharge and release the Company from the Bridging
Loan Facility and discharge as a corporate guarantor under the Corporate
Guarantee. On the same date, the lender agreed to discharge and release ADSB
from its term loan facility and discharge the third-party pledge of ADSB shares
pledged for the purpose of the term loan facility and remaining 718,000 units of the
Company shares created by Simfoni Kosmo Sdn. Bhd. The Group and the Company
have now reflected the effect of the waiver of the debt on the basis that the loan has
been fully settled on 21 November 2016 via a retrospective adjustment for the
financial year ended 30 June 2017. Accordingly, the financial statements of the
Group for the financial year ended 30 June 2017 have been restated. The
adjustments do not have any impact to the opening balance of the statements of
financial position of the Group and of the Company as at 1 July 2016.

15
15
15 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X
(cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.2 Fundamental accounting principle (continued)

On 20 August 2018, the Company submitted an appeal against the suspension and
de-listing to Bursa Securities (“Appeal”). The removal of the securities of the
Company from the Official List of Bursa Securities on 24 August 2018 shall be
deferred pending the decision by Bursa Securities on the Appeal.

On 3 October 2018, Bursa Securities granted the Group an extension of time until 20
November 2018 to submit the regularisation plan to the relevant authorities for
approval (“the Extended Timeframe”) subject to the appointment of a Principal
Adviser by the Company on or before 13 October 2018.

Bursa Securities further decided to de-list the securities of the Company from the
Official List of Bursa Securities pursuant to Paragraph 8.04 of the Main Market Listing
Requirement in the event:

(i) the Company fails to appoint a Principal Adviser on or before 13 October


2018;
(ii) the Company fails to submit the revised regularisation plan to the relevant
authorities for approval within the Extended Timeframe i.e. on or before 20
November 2018;
(iii) the Company fails to obtain the approval for the implementation of its
regularisation plan and does not appeal within the timeframe (or extended
timeframe(s) as the case may be) prescribed to lodge an appeal;
(iv) the Company does not succeed in its appeal; or
(v) the Company fails to implement its regularisation plan within the timeframe
or extended timeframe(s) stipulated by the relevant authorities.

Upon occurrence of any of the events set out in paragraph (i) to (v) above, the
securities of the Company shall be removed from the Official List of Bursa Securities
upon expiry of two (2) market days from the date the Company is notified by Bursa
Securities or on such other date as may be specified by Bursa Securities.

On 12 October 2018, the Company has appointed Mercury Securities Sdn. Bhd. as
the Principal Adviser of the Company.

In view of the matters set out above, there are material uncertainties that may cast
significant doubt on the ability of the Group and the Company to continue as going
concerns.

The going concern assumption is highly dependent upon the submission of the
revised regularisation plan on or before 20 November 2018, shareholders’ approval
on the revised Regularisation Plan and its successful implementation and the ability
of the Group and the Company to attain profitable operations to generate sufficient
cash flows to fulfil their obligations as and when they fall due. In the event that these
are not accomplished, the Group and the Company may be unable to realise their
assets and discharge their liabilities in the normal course of business. Accordingly,
the financial statements may require adjustments relating to the recoverability and
classification of recorded assets and to additional amount and classification of
liabilities that may be necessary should the Group and Company be unable to
continue as going concerns.

16
Annual Report 2018 PETROL ONE RESOURCES BERHAD 616
1
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.3 Adoption of amendments/improvements to MFRSs

The Group and the Company have adopted the following


amendments/improvements to MFRSs that are mandatory for the current financial
year:

Amendments/Improvements to MFRSs
MFRS 12 Disclosure of Interest in Other Entities
MFRS 107 Statement of Cash Flows
MFRS 112 Income Taxes

The adoption of the above amendments/improvements to MFRSs did not have any
significant effect on the financial statements of the Group and of the Company, and
did not result in significant changes to the Group’s and the Company’s existing
accounting policies, except for those as discussed below.

Amendments to MFRS 107 Statement of Cash Flows

Amendments to MFRS 107 require entities to provide disclosures that enable users
of financial statements to evaluate changes in liabilities arising from financing
activities, including changes from cash flows and non-cash changes. The disclosure
requirement could be satisfied in various ways, and one method is by providing
reconciliation between the opening and closing balances in the statements of
financial position for liabilities arising from financing activities.

The Group and the Company have applied the amendments prospectively and
accordingly, have disclosed the reconciliation in Note (a) of the statements of cash
flows.

17

17
17 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X
(cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective

2.4.1 The Group and the Company have not adopted the following new MFRSs,
amendments/improvements to MFRSs, new IC Int and amendments to IC Int that
have been issued, but yet to be effective:
Effective for
financial periods
beginning on or
after
New MFRSs
MFRS 9 Financial Instruments 1 January 2018
MFRS 15 Revenue from Contracts with Customers 1 January 2018
MFRS 16 Leases 1 January 2019
MFRS 17 Insurance Contracts 1 January 2021

Amendments/Improvements to MFRSs
MFRS 1 First-time adoption of MFRSs 1 January 2018
MFRS 2 Share-based Payments 1 January 2018/
1 January 2020*
MFRS 3 Business Combinations 1 January 2019/
1 January 2020*
MFRS 4 Insurance Contracts 1 January 2018
MFRS 6 Exploration for and Evaluation of Mineral 1 January 2020*
Resources
MFRS 9 Financial Instruments 1 January 2019
MFRS 10 Consolidated Financial Statements Deferred
MFRS 11 Joint Arrangements 1 January 2019
MFRS 14 Regulatory Deferral Accounts 1 January 2020*
MFRS 101 Presentation of Financial Statements 1 January 2020*
MFRS 108 Accounting Policies, Changes in 1 January 2020*
Accounting Estimates and Error
MFRS 112 Income Taxes 1 January 2019
MFRS 119 Employee Benefits 1 January 2019
MFRS 123 Borrowing Costs 1 January 2019
MFRS 128 Investments in Associates and Joint Ventures 1 January 2018/
1 January 2019/
Deferred
MFRS 134 Interim Financial Reporting 1 January 2020*
MFRS 137 Provisions, Contingent Liabilities and 1 January 2020*
Contingent Assets
MFRS 138 Intangible Assets 1 January 2020*
MFRS 140 Investment Property 1 January 2018

18
Annual Report 2018 PETROL ONE RESOURCES BERHAD 818
1
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

2.4.1 The Group and the Company have not adopted the following new MFRSs,
amendments/improvements to MFRSs, new IC Int and amendments to IC Int that
have been issued, but yet to be effective: (continued)

Effective for
financial periods
beginning on or
after
New IC Int
IC Int 22 Foreign Currency Transactions and Advance 1 January 2019
Consideration
IC Int 23 Uncertainty over Income Tax Treatments 1 January 2019

Amendments to IC Int
IC Int 12 Service Concession Arrangements 1 January 2020*
IC Int 19 Extinguishing Financial Liabilities with
1 January 2020*
Equity Instruments
IC Int 20 Stripping Costs in the Production Phase of
1 January 2020*
a Surface Mine
IC Int 22 Foreign Currency Transactions and
1 January 2020*
Advance Consideration
IC Int 132 Intangible Assets – Web Site Costs 1 January 2020*

* Amendments to References to the Conceptual Framework in MFRS Standards

The Group and the Company plan to adopt the above applicable new MFRSs,
amendments/improvements to MFRSs, new IC Int and amendments to IC Int when
they become effective. A brief discussion on the above significant new MFRSs,
amendments/improvements to MFRSs, new IC Int and amendments to IC Int are
summarised as per ensuing page.

19

19
19 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

MFRS 9 Financial Instruments

Key requirements of MFRS 9:

• MFRS 9 introduces an approach for classification of financial assets which is


driven by cash flow characteristics and the business model in which an asset is
held. The new model also results in a single impairment model being applied to
all financial instruments.

In essence, if a financial asset is a simple debt instrument and the objective of


the entity’s business model within which it is held is to collect its contractual
cash flows, the financial asset is measured at amortised cost. In contrast, if that
asset is held in a business model the objective of which is achieved by both
collecting contractual cash flows and selling financial assets, then the financial
asset is measured at fair value in the statements of financial position, and
amortised cost information is provided through profit or loss. If the business
model is neither of these, then fair value information is increasingly important,
so it is provided both in the profit or loss and in the statements of financial
position.

• MFRS 9 introduces a new, expected-loss impairment model that will require


more timely recognition of expected credit losses. Specifically, this Standard
requires entities to account for expected credit losses from when financial
instruments are first recognised and to recognise full lifetime expected losses
on a more timely basis. The model requires an entity to recognise expected
credit losses at all times and to update the amount of expected credit losses
recognised at each reporting date to reflect changes in the credit risk of financial
instruments. This model eliminates the threshold for the recognition of expected
credit losses, so that it is no longer necessary for a trigger event to have
occurred before credit losses are recognised.

• MFRS 9 introduces a substantially-reformed model for hedge accounting, with


enhanced disclosures about risk management activity. The new model
represents a significant overhaul of hedge accounting that aligns the accounting
treatment with risk management activities, enabling entities to better reflect
these activities in their financial statements. In addition, as a result of these
changes, users of the financial statements will be provided with better
information about risk management and the effect of hedge accounting on the
financial statements.

20

Annual Report 2018 PETROL ONE RESOURCES BERHAD 020


2
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

MFRS 15 Revenue from Contracts with Customers

The core principle of MFRS 15 is that an entity recognises revenue to depict the
transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods
or services. An entity recognises revenue in accordance with the core principle by
applying the following steps:

(i) identify the contracts with a customer;


(ii) identify the performance obligation in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract;
(v) recognise revenue when (or as) the entity satisfies a performance obligation.

MFRS 15 also includes new disclosures that would result in an entity providing users
of financial statements about the nature, amount, timing and uncertainty of revenue
and cash flows from contracts with customers.

The following MFRSs and IC Interpretations will be withdrawn on the application of


MFRS 15:

MFRS 111 Construction Contracts


MFRS 118 Revenue
IC Int 13 Customer Loyalty Programmes
IC Int 15 Agreements for the Construction of Real Estate
IC Int 18 Transfers of Assets from Customers
IC Int 131 Revenue – Barter Transactions Involving Advertising
Services

MFRS 16 Leases

Currently under MFRS 117 Leases, leases are classified either as finance leases or
operating leases. A lessee recognises on its statement of financial position assets
and liabilities arising from the finance leases.

MFRS 16 eliminates the distinction between finance and operating leases for
lessees. All leases will be brought onto its statement of financial position except for
short-term and low value asset leases.

21

21
21 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

MFRS 17 Insurance Contracts

MFRS 17 introduces consistent accounting for all insurance contracts. MFRS 17


requires entities that issue insurance contracts to recognise and measure a group of
insurance contracts at: (i) a risk-adjusted present value of future cash flows that
incorporates information that is consistent with observable market information; plus
(ii) an amount representing the unearned profit in the group of contracts. Profits from
the group of insurance contracts are recognised over the insurance coverage period.
In addition, insurance revenue is presented separately from insurance finance
income or expenses.

For insurance contracts with coverage period of one year or less, MFRS 17 allows
an entity to measure the amount relating to remaining service by allocating the
premium over the coverage period.

Amendments to MFRS 1 First-time Adoption of MFRSs

Amendments to MFRS 1 deleted the short-term exemptions that relate to MFRS 7


Financial Instruments: Disclosure, MFRS 119 Employee Benefits and MFRS 10
Consolidated Financial Statements because they are no longer applicable.

Amendments to MFRS 2 Share-based Payment

Amendments to MFRS 2 provide specific guidance on the accounting for:

(a) the effects of vesting and non-vesting conditions on the measurement of cash-
settled share-based payments;
(b) share-based payment transactions with a net settlement feature for withholding
tax obligations; and
(c) a modification to the terms and conditions of a share-based payment that
changes the classification of the transaction from cash-settled to equity-settled.

Amendments to MFRS 3 Business Combinations and MFRS 11 Joint


Arrangements

Amendments to MFRS 3 clarify that when an entity obtains control of a business that
is a joint operation, it remeasures previously held interests in that business.
Amendments to MFRS 11 clarify that when an entity obtains joint control of a
business that is a joint operation, the entity does not remeasure previously held
interests in that business.

22

Annual Report 2018 PETROL ONE RESOURCES BERHAD 222


2
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

Amendments to MFRS 4 Insurance Contracts

Amendments to MFRS 4 introduce two additional voluntary options, namely an


overlay approach and a deferral approach to be applied subject to certain criteria
being met, which help to address temporary volatility in reported results of entities
dealing with insurance contracts. The overlay approach involves option to recognise
the possible volatility in other comprehensive income, instead of profit or loss, whilst
the deferral approach provides temporary exemption from applying the Standard on
Financial Instruments for entities whose activities are predominantly connected with
insurance.

Amendments to MFRS 9 Financial Instruments

Amendments to MFRS 9 allow companies to measure prepayable financial assets


with negative compensation at amortised cost or at fair value through other
comprehensive income if certain conditions are met.

The amendments also clarify that when a financial liability measured at amortised
cost is modified without this resulting in derecognition, a gain or loss should be
recognised in profit or loss.

Amendments to MFRS 10 Consolidated Financial Statements and MFRS 128


Investments in Associates and Joint Ventures

These amendments address an acknowledged inconsistency between the


requirements in MFRS 10 and those in MFRS 128, in dealing with the sale or
contribution of assets between an investor and its associate or joint venture.

The main consequence of the amendments is that a full gain or loss is recognised
when a transaction involves a business, as defined in MFRS 3. A partial gain or loss
is recognised when a transaction involves assets that do not constitute a business.

Amendments to MFRS 112 Income Taxes

Amendments to MFRS 112 clarify that an entity recognises the income tax
consequences of dividends in profit or loss because income tax consequences of
dividends are linked more directly to past transactions than to distributions to owners,
except if the tax arises from a transaction which is a business combination or is
recognised in other comprehensive income or directly in equity.

23

23
23 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

Amendments to MFRS 119 Employee Benefits

Amendments to MFRS 119 require an entity to use updated actuarial assumptions


to determine current service cost and net interest for the remainder of the annual
reporting period after the plan amendment, curtailment or settlement when the entity
remeasures its net defined benefit liability (asset).

Amendments to MFRS 123 Borrowing Costs

Amendments to MFRS 123 clarify that when a qualifying asset is ready for its
intended use or sale, an entity treats any outstanding borrowing made specifically to
obtain that qualifying asset as part of general borrowings.

Amendments to MFRS 128 Investments in Associates and Joint Ventures

Amendments to MFRS 128 clarify that an entity, which is a venture capital


organisation, or a mutual fund, unit trust or similar entities, has an investment-by-
investment choice to measure its investments in associates or joint ventures at fair
value through profit or loss.

The amendments also clarify that companies shall apply MFRS 9, including its
impairment requirements, to account for long-term interests in an associate or joint
venture that, in substance, form part of the net investment in the associate or joint to
which the equity method is not applied.

Amendments to MFRS 140 Investment Property

Amendments to MFRS 140 clarify that to transfer to, or from, investment properties
there must be evidence of a change in use. To conclude if a property has changed
use there should be an assessment of whether the property meets the definition of
investment property. A change in intention, in isolation, does not provide evidence of
a change in use.

The amendments also clarify that the list of circumstances that evidence a change in
use is not exhaustive.

24

Annual Report 2018 PETROL ONE RESOURCES BERHAD 424


2
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

IC Int 22 Foreign Currency Transactions and Advance Consideration

IC Int 22 clarifies that the date of the transaction for the purpose of determining the
exchange rate to use on initial recognition of the related asset, expense or income
(or part of it) is the date on which an entity initially recognises the non-monetary asset
or non-monetary liability arising from the payment or receipt of advance
consideration.

IC Int 23 Uncertainty over Income Tax Treatments

IC Int clarifies that where there is uncertainty over income tax treatments, an entity
shall:

(i) assume that a taxation authority will examine amounts it has a right to examine
and have full knowledge of all related information when making those
examinations.
(ii) reflect the effect of uncertainty in determining the related tax position (using
either the most likely amount or the expected value method) if it concludes it is
not probable that the taxation authority will accept an uncertain tax treatment.

Amendments to References to the Conceptual Framework in MFRS Standards

The Malaysian Accounting Standards Board has issued a revised Conceptual


Framework for Financial Reporting and amendments to fourteen Standards under
the Malaysian Financial Reporting Standards Framework on 30 April 2018.

The revised Conceptual Framework comprises a comprehensive set of concepts of


financial reporting. It is built on the previous version of the Conceptual Framework
issued in 2011. The changes to the chapters on the objective of financial reporting
and qualitative characteristics of useful financial information are limited, but with
improved wordings to give more prominence to the importance of providing
information need to assess management’s stewardship of the entity’s economic
resources.

Other improvements of the revised Conceptual Framework include a new chapter on


measurement, guidance on reporting financial performance, improved definitions and
guidance – in particular the definition of a liability – and clarifications in important
areas, such as the role of prudence and measurement uncertainty in financial
reporting.

The amendments to the fourteen Standards are to update the references and
quotations in these Standards which include MFRS 2, MFRS 3, MFRS 6, MFRS 14,
MFRS 101, MFRS 108, MFRS 134, MFRS 137, MFRS 138, IC Int 12, IC Int 19, IC
Int 20, IC Int 22 and IC Int 132.

25

25
25 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X
(cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

2. BASIS OF PREPARATION (CONTINUED)

2.4 New MFRSs, amendments/improvements to MFRSs, new IC Interpretation (“IC


Int”) and amendments to IC Int that have been issued, but yet to be effective
(continued)

2.4.2 The Group is currently performing a detailed analysis to determine the election of the
practical expedients and to quantify the financial effects arising from the adoption of
the new MFRSs, amendments/improvements to MFRSs and new IC Int.

2.5 Functional and presentation currency

The financial statements of the Group and the Company entities are measured using
the currency of the primary economic environment in which the Group and the
Company entities operate (“the functional currency”). The financial statements of the
Group and the Company are presented in Ringgit Malaysia (“RM”), which is also the
Company’s functional currency.

A subsidiary changed its functional currency from United States Dollar (“USD”) to RM
with effect from 21 November 2016 to reflect the current and prospective economic
substance of the underlying transactions and circumstances of the Group. In prior
years, the subsidiary transactions with its customers were denominated in USD. The
effect of the change in functional currency to RM was applied prospectively in the
financial statements.

2.6 Use of estimate and judgement

The preparation of financial statements in conformity with MFRSs requires the use
of certain critical accounting estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements, and the reported amounts of the revenue and
expenses during the reported period. It also requires directors to exercise their
judgement in the process of applying the Group and the Company’s accounting
policies. Although these estimates and judgement are based on the directors’ best
knowledge of current events and actions, actual results may differ.

The areas involving a higher degree of judgement or complexity, or areas where


assumptions and estimates that are significant to the financial statements are
disclosed in Note 4 to the financial statements.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Unless otherwise stated, the following accounting policies have been applied consistently to
all the financial years presented in the financial statements of the Group and of the Company.

3.1 Basis of Consolidation

The consolidated financial statements comprise the financial statements of the


Company and its subsidiaries. The financial statements of the subsidiaries used in
the preparation of the consolidated financial statements are prepared for the same
reporting date as the Company. Consistent accounting policies are applied to like
transactions and events in similar circumstances.

26
Annual Report 2018 PETROL ONE RESOURCES BERHAD 626
2
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Basis of Consolidation (continued)

(a) Subsidiaries and business combination

Subsidiaries are entities (including structured entities) over which the Group is
exposed, or has rights, to variable returns from its involvement with the
acquirees and has the ability to affect those returns through its power over the
acquirees.

The financial statements of subsidiaries are included in the consolidated


financial statements from the date the Group obtains control of the acquirees
until the date the Group loses control of the acquirees.

The Group applies the acquisition method to account for business


combinations from the acquisition date.

For a new acquisition, goodwill is initially measured at cost, being the excess
of the following:

• the fair value of the consideration transferred, calculated as the sum of


the acquisition-date fair value of assets transferred (including contingent
consideration), the liabilities incurred to former owners of the acquiree
and the equity instruments issued by the Group. Any amounts that relate
to pre-existing relationships or other arrangements before or during the
negotiations for the business combination, that are not part of the
exchange for the acquiree, will be excluded from the business
combination accounting and be accounted for separately; plus

• the recognised amount of any non-controlling interests in the acquiree


either at fair value or at the proportionate share of the acquiree’s
identifiable net assets at the acquisition date (the choice of measurement
basis is made on an acquisition-by-acquisition basis); plus

• if the business combination is achieved in stages, the acquisition-date fair


value of the previously held equity interest in the acquiree; less

• the net fair value of the identifiable assets acquired and the liabilities
(including contingent liabilities) assumed at the acquisition date.

When the excess is negative, a bargain purchase gain is recognised


immediately in profit or loss at the acquisition date.

Transaction costs, other than those associated with the issue of debt or equity
securities, that the Group incurs in connection with a business combination are
expensed as incurred.

27

27
27 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.1 Basis of Consolidation (continued)

(a) Subsidiaries and business combination (continued)

If the business combination is achieved in stages, the Group remeasures the


previously held equity interest in the acquiree to its acquisition-date fair value,
and recognises the resulting gain or loss, if any, in profit or loss. Amounts
arising from interests in the acquiree prior to the acquisition date that have
previously been recognised in other comprehensive income are reclassified to
profit or loss or transferred directly to retained earnings on the same basis as
would be required if the acquirer had disposed directly of the previously held
equity interest.

If the initial accounting for a business combination is incomplete by the end of


the reporting period in which the business combination occurs, the Group uses
provisional fair value amounts for the items for which the accounting is
incomplete. The provisional amounts are adjusted to reflect new information
obtained about facts and circumstances that existed as of the acquisition date,
including additional assets or liabilities identified in the measurement period.
The measurement period for completion of the initial accounting ends as soon
as the Group receives the information it was seeking about facts and
circumstances or learns that more information is not obtainable, subject to the
measurement period not exceeding one year from the acquisition date.

Upon the loss of control of a subsidiary, the Group derecognises the assets
and liabilities of the former subsidiary, any non-controlling interests and the
other components of equity related to the former subsidiary from the
consolidated statement of financial position. Any gain or loss arising on the
loss of control is recognised in profit or loss. If the Group retains any interest
in the former subsidiary, then such interest is measured at fair value at the date
that control is lost. Subsequently, it is accounted for as an associate, a joint
venture, an available-for-sale financial asset or a held for trading financial
asset.

Changes in the Group’s ownership interest in a subsidiary that do not result in


a loss of control are accounted for as equity transactions. The difference
between the Group’s share of net assets before and after the change, and the
fair value of the consideration received or paid, is recognised directly in equity.

(b) Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and


expenses arising from intragroup transactions are eliminated in preparing the
consolidated financial statements.

28

Annual Report 2018 PETROL ONE RESOURCES BERHAD 828


2
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.2 Separate financial statements

In the Company’s statement of financial position, investment in subsidiaries is


measured at cost less any accumulated impairment losses, unless the investment is
classified as held for sale or distribution. The policy for the recognition and
measurement of impairment losses shall be applied on the same basis as would be
required for impairment of non-financial assets as disclosed in Note 3.8(b) to the
financial statements.

3.3 Foreign currency transactions and operations

(a) Translation of foreign currency transactions

Foreign currency transactions are translated to the respective functional


currencies of the Group entities at the exchange rates prevailing at the dates
of the transactions.

At the end of each reporting date, monetary items denominated in foreign


currencies are retranslated at the exchange rates prevailing at the reporting
date.

Non-monetary items denominated in foreign currencies that are measured at


fair value are retranslated at the rates prevailing at the dates the fair values
were determined. Non-monetary items denominated in foreign currencies that
are measured at historical cost are translated at the historical rates as at the
dates of the initial transactions.

Foreign exchange differences arising on settlement or retranslation of


monetary items are recognised in profit or loss except for monetary items that
are designated as hedging instruments in either a cash flow hedge or a hedge
of the Group’s net investment of a foreign operation. When settlement of a
monetary item receivable from or payable to a foreign operation is neither
planned nor likely to occur in the foreseeable future, exchange differences are
recognised in profit or loss in the separate financial statements of the parent
company or the individual financial statements of the foreign operation. In the
consolidated financial statements, the exchange differences are considered to
form part of a net investment in a foreign operation and are recognised initially
in other comprehensive income until its disposal, at which time, the cumulative
amount is reclassified to profit or loss.

The gain or loss arising on translation of non-monetary items measured at fair


value is treated in line with the recognition of the gain or loss on the change in
fair value of the item (i.e. translation differences on items whose fair value gain
or loss is recognised in other comprehensive income or profit or loss are also
recognised in other comprehensive income or profit or loss, respectively).

29

29
29 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.3 Foreign currency transactions and operations (continued)

(b) Translation of foreign operations

The assets and liabilities of foreign operations denominated in the functional


currency different from the presentation currency, including goodwill and fair
value adjustments arising on acquisition, are translated into the presentation
currency at exchange rates prevailing at the reporting date. The income and
expenses of foreign operations are translated at exchange rates at the dates
of the transactions.

Exchange differences arising on the translation are recognised in other


comprehensive income. However, if the foreign operation is a non-wholly
owned subsidiary, then the relevant proportionate share of the translation
difference is allocated to the non-controlling interests.

When a foreign operation is disposed of such that control, significant influence


or joint control is lost, the cumulative amount in foreign exchange translation
reserves related to that foreign operation is reclassified to profit or loss. For a
partial disposal not involving loss of control of a subsidiary that includes a
foreign operation, the proportionate share of cumulative amount in foreign
exchange translation reserve is reattributed to non-controlling interests. For
partial disposals of associates or joint ventures that do not result in the Group
losing significant influence or joint control, the proportionate share of the
cumulative amount in foreign exchange translation reserve is reclassified to
profit or loss.

3.4 Financial instruments

Financial instruments are recognised in the statements of financial position when,


and only when, the Group and the Company become a party to the contract
provisions of the financial instrument.

Financial instruments are recognised initially at fair value, except for financial
instruments not measured at fair value through profit or loss, they are measured at
fair value plus transaction costs that are directly attributable to the acquisition or issue
of the financial instruments.

An embedded derivative is recognised separately from the host contract and


accounted for as a derivative if, and only if, it is not closely related to the economic
characteristics and risks of the host contract and the host contract is not categorised
as fair value through profit or loss. The host contract, in the event an embedded
derivative is recognised separately, is accounted for in accordance with the policy
applicable to the nature of the host contract.

30

Annual Report 2018 PETROL ONE RESOURCES BERHAD 030


3
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(a) Subsequent measurement

The Group and the Company categorise the financial instruments as follows:

(i) Financial assets

Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value through


profit or loss when the financial assets are either held for trading,
including derivatives (except for a derivative that is a financial guarantee
contract or a designated and effective hedging instrument) or are
designated into this category upon initial recognition.

Subsequent to initial recognition, financial assets at fair value through


profit or loss are measured at fair value with the gain or loss recognised
in profit or loss.

Derivatives that are linked to and must be settled by delivery of unquoted


equity instruments whose fair values cannot be reliably measured are
measured at costs.

Loans and receivables

Financial assets with fixed or determinable payments that are not quoted
in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at


amortised cost using the effective interest method less accumulated
impairment losses, if any. The policy for the recognition and
measurement of impairment losses is in accordance with Note 3.8(a) to
the financial statements. Gains and losses are recognised in profit or loss
through the amortisation process.

Held-to-maturity investments

Financial assets with fixed or determinable payments and fixed maturities


are classified as held-to-maturity when the Group has the positive
intention and ability to hold them to maturity.

Subsequent to initial recognition, held-to-maturity investments are


measured at amortised cost using the effective interest method less
accumulated impairment losses, if any. The policy for the recognition and
measurement of impairment losses is in accordance with Note 3.8(a) to
the financial statements. Gains and losses are recognised in profit or loss
through the amortisation process.

31

31
31 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(a) Subsequent measurement (continued)

(i) Financial assets (continued)

Available-for-sale financial assets

Available-for-sale financial assets comprise investment in equity and debt


securities that are designated as available-for-sale or are not classified in
any of the three preceding categories.

Subsequent to initial recognition, available-for-sale financial assets are


measured at fair value. Gains or losses from changes in fair value of the
financial assets are recognised in other comprehensive income, except
for impairment losses and foreign exchange gains and losses arising from
monetary items and gains and losses of hedged items attributable to
hedge risks of fair values hedges which are recognised in profit or loss.
The cumulative gain or loss previously recognised in other
comprehensive income is reclassified from equity to profit or loss as a
reclassification adjustment when the financial asset is derecognised.
Interest income calculated using the effective interest method is
recognised in profit or loss. Dividends on an available-for-sale equity
instrument are recognised in profit or loss when the Group’s and the
Company’s right to receive payment is established.

Unquoted equity instruments carried at cost

Investments in equity instruments that do not have a quoted market price


in an active market and whose fair value cannot be reliably measured are
measured at cost less accumulated impairment losses, if any. The policy
for the recognition and measurement of impairment losses is in
accordance with Note 3.8(a) to the financial statements.

(ii) Financial liabilities

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial


liabilities held for trading, including derivatives (except for a derivative that
is a financial guarantee contract or a designated and effective hedging
instrument) or financial liabilities designated into this category upon initial
recognition.

32

Annual Report 2018 PETROL ONE RESOURCES BERHAD 232


3
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(a) Subsequent measurement (continued)

(ii) Financial liabilities (continued)

Financial liabilities at fair value through profit or loss (continued)

Subsequent to initial recognition, financial liabilities at fair value through


profit or loss are measured at fair value with the gain or loss recognised
in profit or loss.

Derivatives that are linked to and must be settled by delivery of equity


instruments that do not have a quoted price in an active market for
identical instruments whose fair values otherwise cannot be reliably
measured are measured at cost.

Other financial liabilities

Subsequent to initial recognition, other financial liabilities are measured


at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss through the amortisation process.

(b) Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make


specified payments to reimburse the holder for a loss it incurs because a
specified debtor fails to make payment when due in accordance with the
original or modified terms of a debt instrument.

Financial guarantee contracts are recognised initially as a liability at fair value,


net of transaction costs that are directly attributable to the issuance of the
guarantee. Subsequent to initial recognition, the liability is measured at the
higher of the best estimate of the expenditure required to settle the present
obligation at the reporting date and the amount initially recognised less
cumulative amortisation.

33

33
33 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(c) Regular way purchase or sale of financial assets

A regular way purchase or sale is a purchase or sale of a financial asset under


a contract whose terms require delivery of the asset within the time frame
established generally by regulation or convention in the marketplace
concerned.

A regular way purchase or sale of financial assets is recognised and


derecognised, as applicable, using trade date accounting (i.e. the date the
Group and the Company themselves purchase or sell an asset). Trade date
accounting refers to:

(i) the recognition of an asset to be received and the liability to pay for it on
the trade date; and

(ii) derecognition of an asset that is sold, recognition of any gain or loss on


disposal and the recognition of a receivable from the buyer for payment
on the trade date.

(d) Derecognition

A financial asset or a part of it is derecognised when, and only when, the


contractual rights to receive the cash flows from the financial asset expire or
control of the asset is not retained or substantially all of the risks and rewards
of ownership of the financial asset are transferred to another party. On
derecognition of a financial asset, the difference between the carrying amount
and the sum of the consideration received (including any new asset obtained
less any new liability assumed) and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the


obligation specified in the contract is discharged, cancelled or expires. On
derecognition of a financial liability, the difference between the carrying amount
and the consideration paid, including any non-cash assets transferred or
liabilities assumed, is recognised in profit or loss.

(e) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is
presented in the statements of financial position if there is a currently
enforceable legal right to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.

34

Annual Report 2018 PETROL ONE RESOURCES BERHAD 434


3
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(f) Hedge accounting

Fair value hedge

In a fair value hedge, the gain or loss from remeasuring the hedging instrument
at fair value or the foreign currency component of its carrying amount
translated at the exchange rate prevailing at the reporting date is recognised
in profit or loss. For a hedged item that is otherwise measured at cost, the gain
or loss attributable to the hedged risk shall adjust the carrying amount of the
hedged item and be recognised in profit or loss. For a hedged item categorised
as available-for sale, the fair value gain or loss attributable to the hedged risk
is recognised in profit or loss.

Fair value hedge accounting is discontinued prospectively when the hedging


instrument expires or is sold, terminated or exercised, the hedge is no longer
highly effective or the hedge designation is revoked.

Cash flow hedge

In a cash flow hedge, the effective portion of the gain or loss on the hedging
instrument is recognised in other comprehensive income and the ineffective
portion is recognised in profit or loss.

Subsequently, the cumulative gain or loss recognised in other comprehensive


income is reclassified from equity into profit or loss in the same period or
periods during which the hedged forecast cash flows affect profit or loss. If the
forecast transaction results in the recognition of a non-financial asset or a non-
financial liability, the gains and losses previously recognised in other
comprehensive income are transferred from equity and included in the initial
amount of the asset or liability.

Cash flow hedge accounting is discontinued prospectively when the hedging


instrument expires or is sold, terminated or exercised, the hedge is no longer
highly effective, the forecast transaction is no longer expected to occur or the
hedge designation is revoked. If the hedge is for a forecast transaction, the
cumulative gain or loss on the hedging instrument remains inequity until the
forecast transaction occurs. When the forecast transaction is no longer
expected to occur, any related cumulative gain or loss recognised in other
comprehensive income on the hedging instrument is reclassified from equity
into profit or loss.

35

35
35 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.4 Financial instruments (continued)

(f) Hedge accounting (continued)

Hedge of a net investment

In a net investment hedge, the effective portion of the gain or loss on the
hedging instrument is recognised in other comprehensive income and the
ineffective portion is recognised in profit or loss.

The cumulative gain or loss recognised in other comprehensive income is


reclassified from equity to profit or loss on disposal of the foreign operation.

3.5 Plant and equipment

(a) Recognition and measurement

Plant and equipment are measured at cost less accumulated depreciation and
any accumulated impairment losses. The policy for the recognition and
measurement of impairment losses is in accordance with Note 3.8(b) to the
financial statements.

Cost of assets includes expenditures that are directly attributable to the


acquisition of the asset and any other costs that are directly attributable to
bringing the asset to working condition for its intended use, and the costs of
dismantling and removing the items and restoring the site on which they are
located. The cost of self-constructed assets also includes costs of materials,
direct labour, and any other direct attributable costs but excludes internal
profits.

Purchased software that is integral to the functionality of the related equipment


is capitalised as part of that equipment.

When significant parts of an item of plant and equipment have different useful
lives, they are accounted for as a separate item of plant and equipment.

(b) Subsequent costs

The cost of replacing a part of an item of plant and equipment is included in


the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that the future economic benefits associated with the
part will flow to the Group or the Company and its cost can be measured
reliably. The carrying amount of the replaced part is derecognised. All other
repairs and maintenance are charged to the profit or loss as incurred.

36

Annual Report 2018 PETROL ONE RESOURCES BERHAD 636


3
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.5 Plant and equipment (continued)

(c) Depreciation

All plant and equipment are depreciated on straight-line basis by allocating


their depreciable amounts over their remaining useful lives.

Useful Life
(years)
Motor vehicles 5 years
Renovation 5 years
Marine equipment 18 years
Office Equipment 5 years

The residual values, useful lives and depreciation methods are reviewed at the
end of each reporting period and adjusted as appropriate.

(d) Derecognition

An item of plant and equipment is derecognised upon disposal or when no


future economic benefits are expected from its use or disposal. Any gain or
loss arising on derecognition of the asset is recognised in profit or loss.

3.6 Leases

The determination of whether an arrangement is, or contains, a lease is based on


the substance of the arrangement at the inception of the lease. The arrangement is,
or contains, a lease if fulfilment of the arrangement is dependent on the use of a
specific asset or assets and the arrangement conveys a right to use the asset or
assets.

A lease is classified as a finance lease if it transfers substantially all the risks and
rewards incidental to ownership. All other leases that do not meet this criterion are
classified as operating leases.

(a) Lessee accounting

If an entity in the Group is a lessee in a finance lease, it capitalises the leased


asset and recognises the related liability. The amount recognised at the
inception date is the fair value of the underlying leased asset or, if lower, the
present value of the minimum lease payments. Subsequent to initial
recognition, the asset is accounted for in accordance with the accounting policy
applicable to that assets.

37

37
37 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.6 Leases (continued)

(a) Lessee accounting (continued)

Minimum lease payments are apportioned between the finance charge and the
reduction of the outstanding liability. The finance charge is allocated to each
period during the lease term so as to produce a constant periodic rate of
interest on the remaining balance of the liability. Contingent lease payments
are charged as expenses in the periods in which they are incurred.

The capitalised leased asset is classified by nature as property, plant and


equipment or investment property.

For operating leases, the Group does not capitalise the leased asset or
recognise the related liability. Instead lease payments under an operating
lease are recognised as an expense on the straight-line basis over the lease
term unless another systematic basis is more representative of the time pattern
of the user’s benefit.

Any upfront lease payments are classified as land use rights within intangible
assets.

(b) Lessor accounting

If an entity in the Group is a lessor in a finance lease, it derecognises the


underlying asset and recognises a lease receivable at an amount equal to the
net investment in the lease. Finance income is recognised in profit or loss
based on a pattern reflecting a constant periodic rate of return on the lessor’s
net investment in the finance lease.

If an entity in the Group is a lessor in an operating lease, the underlying asset


is not derecognised but is presented in the statement of financial position
according to the nature of the asset. Lease income from operating leases is
recognised in profit or loss on a straight-line basis over the lease term, unless
another systematic basis is more representative of the time pattern in which
use benefit derived from the leased asset is diminished.

3.7 Cash and cash equivalents

For the purpose of the statements of cash flows, cash and cash equivalents comprise
cash on hand and bank balances that are readily convertible to known amount of
cash and which are subject to an insignificant risk of changes in value.

38

Annual Report 2018 PETROL ONE RESOURCES BERHAD 838


3
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.8 Impairment of assets

(a) Impairment and uncollectibility of financial assets

At each reporting date, all financial assets (except for financial assets
categorised as fair value through profit or loss and investment in subsidiaries,
associates and joint ventures) are assessed whether there is any objective
evidence of impairment as a result of one or more events having an impact on
the estimated future cash flows of the financial asset that can be reliably
estimated. Losses expected as a result of future events, no matter how likely,
are not recognised.

Evidence of impairment may include indications that the debtors or a group of


debtors are experiencing significant financial difficulty, default or delinquency
in interest or principal payments, the probability that they will enter bankruptcy
or other financial reorganisation, and where observable data indicates that
there is a measurable decrease in the estimated future cash flows, such as
changes in arrears or economic conditions that correlate with defaults.

Loans and receivables and held-to-maturity investments

The Group and the Company first assess whether objective evidence of
impairment exists individually for financial assets that are individually
significant, and individually or collectively for financial assets that are not
individually significant. If no objective evidence for impairment exists for an
individually assessed financial asset, whether significant or not, the Group and
the Company may include the financial asset in a group of financial assets with
similar credit risk characteristics and collectively assess them for impairment.
Financial assets that are individually assessed for impairment for which an
impairment loss is or continues to be recognised are not included in the
collective assessment of impairment.

The amount of impairment loss is measured as the difference between the


financial asset’s carrying amount and the present value of estimated future
cash flows discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced through the use of an
allowance account and the loss is recognised in profit or loss.

If, in a subsequent period, the amount of the impairment loss decreases due
to an event occurring after the impairment that was recognised, the previously
recognised impairment loss is then reversed by adjusting an allowance
account to the extent that the carrying amount of the financial asset does not
exceed what the amortised cost would have been had the impairment not been
recognised.

39

39
39 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.8 Impairment of assets (continued)

(a) Impairment and uncollectibility of financial assets (continued)

Loans and receivables and held-to-maturity investments (continued)

Loans together with the associated allowance are written off when there is no
realistic prospect of future recovery and all collateral has been realised or has
been transferred to the Group and the Company. If a write-off is later
recovered, the recovery is credited to the profit or loss.

Available-for-sale financial assets

In the case of equity investments classified as available for sale, a significant


or prolonged decline in the fair value below its cost is considered to be objective
evidence of impairment. The Group and the Company use their judgement to
determine what is considered as significant or prolonged decline, evaluating
past volatility experiences and current market conditions.

Where a decline in the fair value of an available-for-sale financial asset has


been recognised in other comprehensive income and there is objective
evidence that the asset is impaired, the cumulative loss that had been
recognised in other comprehensive income shall be reclassified from equity to
profit or loss as a reclassification adjustment even though the financial asset
has not been derecognised. The amount of cumulative loss that is reclassified
from equity to profit or loss shall be the difference between its cost (net of any
principal repayment and amortisation)and its current fair value, less any
impairment loss previously recognised in profit or loss.

Impairment losses on available-for-sale equity investments are not reversed


through profit or loss in the subsequent periods. Increase in fair value, if any,
subsequent to impairment loss, is recognised in other comprehensive income.

For available-for-sale debt investments, impairment losses are subsequently


reversed through profit or loss if an increase in the fair value of the investment
can be objectively related to a loss event occurring after the recognition of the
impairment loss in profit or loss.

Unquoted equity instruments carried at cost

In the case of unquoted equity instruments carried at cost, the amount of the
impairment loss is measured as the difference between the carrying amount of
the financial asset and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such
impairment losses shall not be reversed.

40

Annual Report 2018 PETROL ONE RESOURCES BERHAD 040


4
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.8 Impairment of assets (continued)

(b) Impairment of non-financial assets

The carrying amounts of non-financial assets (except for inventories, amount


due from customers for contract work, deferred tax assets, assets arising from
employee benefits, investment properties measured at fair value, biological
assets and non-current assets or disposal groups classified as held for sale)
are reviewed at the end of each reporting period to determine whether there is
any indication of impairment. If any such indication exists, the Group and the
Company make an estimate of the asset’s recoverable amount. For goodwill
and intangible assets that have indefinite useful life and are not yet available
for use, the recoverable amount is estimated at each reporting date.

For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash inflows from continuing use that
are largely independent of the cash inflows of non-financial assets or cash-
generating units (“CGUs”). Subject to an operating segment ceiling test, for the
purpose of goodwill impairment testing, CGUs to which goodwill has been
allocated are aggregated so that the level at which impairment testing is
performed reflects the lowest level at which goodwill is monitored for internal
reporting purposes. The goodwill acquired in a business combination, for the
purpose of impairment testing, is allocated to a CGU or a group of CGUs that
are expected to benefit from the synergies of business combination.

The recoverable amount of an asset or a CGU is the higher of its fair value less
costs of disposal and its value-in-use. In assessing value-in-use, the estimated
future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and
the risks specific to the asset or CGU. In determining the fair valueless costs
of disposal, recent market transactions are taken into account. If no such
transactions can be identified, an appropriate valuation model is used.

Where the carrying amount of an asset exceed its recoverable amount, the
carrying amount of asset is reduced to its recoverable amount. Impairment
losses recognised in respect of a CGU or groups of CGUs are allocated first to
reduce the carrying amount of any goodwill allocated to those units or groups
of units and then, to reduce the carrying amount of the other assets in the unit
or groups of units on a pro-rata basis.

Impairment losses are recognised in profit or loss, except for assets that were
previously revalued with the revaluation surplus recognised in other
comprehensive income. In the latter case, the impairment is recognised in
other comprehensive income up to the amount of any previous revaluation.

41

41
41 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.8 Impairment of assets (continued)

(b) Impairment of non-financial assets (continued)

Impairment losses in respect of goodwill are not reversed. For other assets, an
assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or
may have decreased. An impairment loss is reversed only if there has been a
change in the estimates used to determine the assets recoverable amount
since the last impairment loss was recognised. An impairment loss is reversed
only to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation,
if no impairment loss had been recognised previously. Such reversal is
recognised in profit or loss unless the asset is measured at revalued amount,
in which case the reversal is treated as a revaluation increase.

3.9 Share capital

Ordinary shares

Ordinary shares are equity instruments. An equity instrument is a contract that


evidences a residual interest in the assets of the Company after deducting all of its
liabilities. Ordinary shares are recorded at the proceeds received, net of directly
attributable incremental transaction costs. Dividends on ordinary shares are
recognised in equity in the period in which they are declared.

3.10 Employee benefits

(a) Short-term employee benefits

Short-term employee benefit obligations in respect of wages, salaries, social


security contributions, annual bonuses, paid annual leave, sick leave and non-
monetary benefits are recognised as an expense in the financial year where
the employees have rendered their services to the Group.

(b) Defined contribution plans

As required by law, the Group and the Company contribute to the Employees
Provident Fund (“EPF”), the national defined contribution plan. Such
contributions are recognised as an expense in the profit or loss in the period in
which the employees render their services.

42

Annual Report 2018 PETROL ONE RESOURCES BERHAD 242


4
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.11 Revenue and other income

Revenue is recognised to the extent that it is probable that the economic benefits will
flow to the Company and the revenue can be reliably measured. Revenue is
measured at the fair value of consideration received or receivable.

(a) Advisory services income

Revenue from advisory services contracts are recognised on straight-line basis


over the term of the contracts.

(b) Charter income

Charter income from safety standby vessels is recognised in profit or loss on a


straight-line basis over the term of the time-charter of the vessels.

(c) Storage management income

Storage management income is recognised in profit or loss over the term of


the agreements.

(d) Management fee

Management fee is recognised on an accrual basis.

(e) Interest income

Interest income is recognised as it accrues using the effective interest method


in profit or loss.

3.12 Borrowing costs

Borrowing costs are interests and other costs that the Group and the Company incur
in connection with borrowing of funds.

Borrowing costs that are not directly attributable to the acquisition, construction or
production of a qualifying asset are recognised in profit or loss using the effective
interest method.

Borrowing costs that are directly attributable to the acquisition, construction or


production of qualifying assets, which are assets that necessarily take a substantial
period of time to get ready for their intended use or sale, are capitalised as part of
the cost of those assets, until such time as the assets are substantially ready for their
intended use or sale.

43

43
43 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.12 Borrowing costs (continued)

The Group and the Company begin capitalising borrowing costs when the Group and
the Company have incurred the expenditures for the asset, incurred related
borrowing costs and undertaken activities that are necessary to prepare the asset for
its intended use or sale.

Investment income earned on the temporary investment of specific borrowings


pending their expenditure on qualifying assets is deducted from the borrowing costs
eligible for capitalisation.

3.13 Income taxes

Income tax expense in profit or loss comprises current and deferred tax. Current and
deferred tax are recognised in profit or loss except to the extent that it relates to a
business combination or items recognised directly in equity or other comprehensive
income.

(a) Current Tax

Current tax is the expected taxes payable or receivable on the taxable income
or loss for the financial year, using the tax rates that have been enacted or
substantively enacted by the end of the reporting period, and any adjustment
to tax payable in respect of previous financial years.

(b) Deferred Tax

Deferred tax is recognised using the liability method on temporary differences


at the reporting date between the tax bases of assets and liabilities and their
carrying amounts in the statements of financial position. Deferred tax liabilities
are generally recognised for all taxable temporary differences. Deferred tax
assets are generally recognised for all deductible temporary differences,
unutilised tax losses and unused tax credits, to the extent that it is probable
that future taxable profit will be available against which the deductible
temporary differences, unused tax losses and unused tax credits can be
utilised.

Deferred tax is not recognised if the temporary differences arise from the initial
recognition of assets and liabilities in a transaction which is not a business
combination and that affects neither the taxable profit nor the accounting profit.
In addition, deferred tax liabilities are not recognised if the temporary difference
arises from the initial recognition of goodwill.

44

Annual Report 2018 PETROL ONE RESOURCES BERHAD 444


4
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.13 Income taxes (continued)

(b) Deferred Tax (continued)

Deferred tax liabilities are recognised for taxable temporary differences


associated with investments in subsidiaries, branches, associates and
interests in joint ventures, except where the Group is able to control the
reversal timing of the temporary differences and it is probable that the
temporary differences will not reverse in the foreseeable future. Deferred tax
assets arising from deductible temporary differences associated with such
investments and interests are only recognised to the extent that it is probable
that there will be sufficient taxable profits against which to utilise the benefits
of the temporary differences and they are expected to reverse in the
foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date
and reduced to the extent that it is no longer probable that sufficient taxable
profit will be available to allow the benefit of part or all of that deferred tax asset
to be utilised. Unrecognised deferred tax assets are reassessed at each
reporting date and are recognised to the extent that it has become probable
that future taxable profit will allow the deferred tax assets to be utilised.

Deferred tax is measured at the tax rates that are expected to apply in the
period when the asset is realised or the liability is settled, based on tax rates
and tax laws that have been enacted or substantively enacted at the reporting
date.

Deferred tax relating to items recognised outside profit or loss is recognised


outside profit or loss. Deferred tax items are recognised in correlation to the
underlying transaction either in other comprehensive income or directly in
equity.

Deferred tax assets and deferred tax liabilities are offset if there is a legally
enforceable right to offset current tax assets against current tax liabilities and
when they relate to income taxes levied by the same taxation authority on the
same taxable entity, or on different tax entities, but they intend to settle their
income tax recoverable and income tax payable on a net basis or their tax
assets and liabilities will be realised simultaneously.

45

45
45 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.14 Earnings/(Loss) per ordinary share

The Group presents basic and diluted earnings or loss per share data for its ordinary
shares (“EPS”).

Basic EPS is calculated by dividing the profit or loss attributable to ordinary


shareholders of the Company by the weighted average number of ordinary shares
outstanding during the period, adjusted for own shares held.

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary


shareholders and the weighted average number of ordinary shares outstanding,
adjusted for own shares held, for the effects of all dilutive potential ordinary shares.

3.15 Operating segment

Operating segments are reported in a manner consistent with the internal reporting
provided to the chief operating decision-maker. The Chief Executive Officer of the
Group, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the chief operating decision maker that
makes strategic decisions.

3.16 Fair value measurements

Fair value of an asset or a liability, except for share-based payment and lease
transactions, is determined as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The measurement assumes that the transaction to sell the asset
or transfer the liability takes place either in the principal market or in the absence of
a principal market, in the most advantageous market.

For a non-financial asset, the fair value measurement takes into account a market
participant’s ability to generate economic benefits by using the asset in its highest
and best use or by selling it to another market participant that would use the asset in
its highest and best use.

46

Annual Report 2018 PETROL ONE RESOURCES BERHAD 646


4
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.16 Fair value measurements (continued)

When measuring the fair value of an asset or a liability, the Group and the Company
use observable market data as far as possible. Fair value is categorised into different
levels in a fair value hierarchy based on the input used in the valuation technique as
follows:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or


liabilities that the Group and the Company can access at the
measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The Group and the Company recognise transfers between levels of the fair value
hierarchy as of the date of the event or change in circumstances that caused the
transfers.

3.17 Provisions

Provisions are recognised when the Group and the Company have a present
obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of economic resources will be required to settle the obligation and the amount
of the obligation can be estimated reliably.

If the effect of the time value of money is material, provisions that are determined
based on the expected future cash flows to settle the obligation are discounted using
a current pre-tax rate that reflects current market assessments of the time value of
money and the risks specific to the liability. When discounting is used, the increase
in the provisions due to passage of time is recognised as finance costs.

Provisions are reviewed at each reporting date and adjusted to reflect the current
best estimate. If it is no longer probable that an outflow of economic resources will
be required to settle the obligation, the provision is reserved.

47

47
47 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

3.18 Contingencies

A contingent liability or asset is a possible obligation or asset that arises from past
events and whose existence will be confirmed only by the occurrence or non-
occurrence of uncertain future event(s) not wholly within the control of the Group and
of the Company.

Contingent liability is also referred as a present obligation that arises from past events
but is not recognised because:
(a) it is not probable that an outflow of resources embodying economic benefits will
be required to settle the obligation; or
(b) the amount of the obligation cannot be measured with sufficient reliability.

Contingent liabilities and assets are not recognised in the statements of financial
position.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

Significant area of estimation, uncertainty and critical judgements in applying accounting


policies that have significant effect in determining the amount recognised in the financial year
include the following:

(a) Impairment of investments in subsidiaries and recoverability of amount owing


by subsidiaries

The Company tests investments in subsidiaries for impairment annually in accordance


with its accounting policy. More regular reviews are performed if events indicate that
this is necessary. The assessment of the net tangible assets of the subsidiaries affects
the result of the impairment test. Costs of investments in subsidiaries which have
ceased operations were impaired up to net assets of the subsidiaries. The impairment
made on investment in subsidiaries entails an allowance for doubtful debts to be made
to the amount owing by these subsidiaries.

48

Annual Report 2018 PETROL ONE RESOURCES BERHAD 848


4
Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. PLANT AND EQUIPMENT

Group Marine Other


Renovation equipment assets * Total
2018 RM RM RM RM
Cost
At 1 July 2017 1,768,593 6,574,974 427,921 8,771,488
Additions 45,580 - 5,465 51,045
Exchange differences - (391,222) - (391,222)
At 30 June 2018 1,814,173 6,183,752 433,386 8,431,311

Accumulated depreciation and impairment loss

49
49
At 1 July 2017 332,533 4,122,411 229,905 4,684,849
Depreciation charge for the financial year 360,555 213,918 35,032 609,505
Impairment loss - 1,836,347 - 1,836,347
Exchange differences - (264,349) - (264,349)

At 30 June 2018 693,088 5,908,327 264,937 6,866,352

Carrying Amount
At 30 June 2018 1,121,085 275,425 168,449 1,564,959

At 1 July 2017 (Restated) 1,436,060 2,452,563 198,016 4,086,639

49

PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. PLANT AND EQUIPMENT (CONTINUED)

Group Motor Marine Other


vehicles Renovation equipment assets * Total
2017 RM RM RM RM RM
(Restated)
Cost
At 1 July 2016 270,558 1,153,209 6,159,253 397,164 7,980,184
Additions - 615,384 - 25,640 641,024
Written off (270,558) - - - (270,558)
Exchange differences - - 415,721 5,117 420,838
At 30 June 2017 - 1,768,593 6,574,974 427,921 8,771,488

Accumulated depreciation and impairment loss


At 1 July 2016 270,553 - 3,650,671 191,176 4,112,400
Depreciation charge for the financial year - 332,533 225,311 33,611 591,455
Written off (270,553) - - - (270,553)
Exchange differences - - 246,429 5,118 251,547
At 30 June 2017 - 332,533 4,122,411 229,905 4,684,849

Annual Report 2018


Carrying amount
At 30 June 2017 - 1,436,060 2,452,563 198,016 4,086,639
At 1 July 2016 5 1,153,209 2,508,582 205,988 3,867,784

* Other assets consist of furniture and fittings, electrical installation, office equipment and computer equipment.

50

PETROL ONE RESOURCES BERHAD


5
050
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

5. PLANT AND EQUIPMENT (CONTINUED)

Company Office
Renovation equipment Total
2018 RM RM RM
Cost
At 1 July 2017 1,768,593 344,334 2,112,927
Additions 45,580 5,465 51,045

At 30 June 2018 1,814,173 349,799 2,163,972

Accumulated depreciation
At 1 July 2017 332,533 147,197 479,730
Depreciation charge for the financial year 360,556 34,313 394,869

At 30 June 2018 693,089 181,510 874,599

Carrying amount
At 30 June 2018 1,121,084 168,289 1,289,373

At 1 July 2017 1,436,060 197,137 1,633,197

2017

Cost
At 1 July 2016 1,153,209 318,694 1,471,903
Additions 615,384 25,640 641,024

At 30 June 2017 1,768,593 344,334 2,112,927

Accumulated depreciation
At 1 July 2016 - 115,352 115,352
Depreciation charge for the financial year 332,533 31,845 364,378
At 30 June 2017 332,533 147,197 479,730

Carrying amount
At 30 June 2017 1,436,060 197,137 1,633,197

At 1 July 2016 1,153,209 203,342 1,356,551

a) Impairment loss

During the financial year, an impairment loss of RM1,836,347 was recognised in profit or
loss under other expenses, representing the impairment of marine equipment. The
recoverable amount of RM275,435 as at 30 June 2018 was based on the scrap value of
the marine equipment.

51

51
51 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. INVESTMENT IN SUBSIDIARIES

Company
2018 2017
RM RM

Unquoted shares, at cost 939,177 939,177

The Company’s equity interest in the subsidiaries which are all incorporated in Malaysia and
their respective principal activities are as follows:

Ownership interest
2018 2017
Name of company % % Principal Activities

Direct subsidiaries
Petrol One Holdings Sdn. Bhd. 100 100 Chartering of safety
("POHSB") (Note a) standby vessels and
investment holding

Subsidiaries of POHSB:
Arus Dermaga Sdn. Bhd. 100 100 Investment holding
("ADSB") * (Note b)

Petrol One Storage Sdn. Bhd. 100 100 Management of liquid


("POSSB") storage terminal

Petrol One Offshore Sdn. Bhd. 100 100 Supply base and marine
("POOSB") support services to oil
storage terminal including
engineering procurement
and construction works
Subsidiary of ADSB:
One Petroleum (L) Ltd. 100 100 Provision of advisory
("OPLL") # (Note c) services that include
technical and commercial
management services in
relation to ship-to-ship
transfer operations

* In previous financial year, the shares of the investment in ADSB are pledged as securities
for borrowings given to the Company as disclosed in Note 10 to the financial statements.

# Audited by Monteiro & Heng, a firm of chartered accountants affiliated with Baker Tilly
Monteiro Heng

52

Annual Report 2018 PETROL ONE RESOURCES BERHAD 252


5
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

6. INVESTMENT IN SUBSIDIARIES (CONTINUED)

(a) The audit report on the financial statements of POHSB contains a disclaimer of opinion
as the auditors were not able to provide an opinion on the appropriateness of financial
statements prepared on a going concern basis and on the appropriateness of the
carrying value of investments in subsidiaries.

(b) The audit report on the financial statements of ADSB contains a disclaimer of opinion
as the auditors were not able to provide an opinion on the appropriateness of financial
statements prepared on a going concern basis, on the appropriateness of the carrying
value of investment in subsidiary and on the appropriateness of the carrying value of
the amount owing from the immediate holding company.

(c) The audit report on the financial statements of OPLL contains a disclaimer of opinion
as the auditors were not able to provide an opinion on the appropriateness of financial
statements prepared on a going concern basis on the appropriateness of the carrying
value of amounts owing from the immediate and intermediate holding companies.

7. TRADE AND OTHER RECEIVABLES

Group Company
2018 2017 2018 2017
Note RM RM RM RM
Current: (Restated)
Trade
Trade receivables (a) 15,092,270 11,359,990 - -
Less: Impairment loss (13,147,345) (1,524,671) - -
1,944,925 9,835,319 - -
Non-trade
Other receivables (b) 5,000,785 308,730 - 99,802
Amount owing by
subsidiaries (c) - - 69,637,276 73,365,325
Deposits (d) 71,814 5,100,156 68,990 79,850
GST receivable 9,343 6,707 - -
Prepayments 91,977 77,804 19,648 17,369
5,173,919 5,493,397 69,725,914 73,562,346

Total trade and other


receivables 7,118,844 15,328,716 69,725,914 73,562,346

53

53
53 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Trade receivables

(i) Credit term of trade receivables

The Group’s normal trade credit term range from 7 to 60 days (2017: 7 to 60
days). The credit term is assessed and approved on case by case basis.

(ii) The foreign currency exposure profile of trade receivables of the Group is as
follows:

Group
2018 2017
RM RM

United States Dollar 383,375 8,458,879

(iii) Included in trade receivables of the Group is an amount due from a related party
amounting to RM407,629 (2017: RM381,856).

(iv) Ageing analysis of trade receivables

The Group maintains an ageing analysis in respect of trade receivables only.


The ageing analysis of the Group’s trade receivables are as follow:

Group
2018 2017
RM RM

Neither past due nor impaired 766,892 788,852


Past due but not impaired 1,178,033 9,046,467
1 - 30 days past due not impaired 197,160 564,904
31 - 120 days past due not impaired - 1,582,603
More than 121 days past due not impaired 980,873 6,898,960

Impaired individually 13,147,345 1,524,671


15,092,270 11,359,990

54

Annual Report 2018 PETROL ONE RESOURCES BERHAD 454


5
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7. TRADE AND OTHER RECEIVABLES (CONTINUED)

(a) Trade receivables (continued)

(iv) Ageing analysis of trade receivables (continued)

At the reporting, the Group has trade receivables amounting to RM1,178,033


(2017: RM9,046,467) that are past due but not impaired.

The directors are monitoring the recoverability of the amount owing and are in
the midst of assessing the amount to be recovered from this trade receivable
by considering alternative actions that may be available to the Group.

Trade receivables that are past due but not impaired related to the customers
that have good track payment records with the Group. Based on the past
experience and no adverse information to date, the directors of the Group are
of the opinion that no provision for impairment is necessary in respect of these
balances as there has not been a significant change in credit quality and the
balances still considered fully recoverable.

Receivables that are impaired

The Group’s trade receivables that are impaired at the reporting date and the
reconciliation of movement in the impairment loss on trade receivables is as
follows:

Group
2018 2017
RM RM

At 1 July 1,524,671 1,428,270


Charge for the financial year 11,823,310 -
Exchange difference (200,636) 96,401

At 30 June 13,147,345 1,524,671

(b) Other receivables

Included in other receivables of a subsidiary is an amount of RM5,000,000 paid in


connection with debt settlement agreement and supplementary settlement agreement
and this amount is to be offset against amount owing to a payable of the Company
(Note 11(b) to the financial statements).

(c) Amount owing by subsidiaries

The amounts owing by subsidiaries are unsecured, interest free and are repayable on
demand in cash.

55

55
55 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

7. TRADE AND OTHER RECEIVABLES (CONTINUED)

(d) Deposits

In the previous financial year, included in carrying value of deposits of the Group is an
amount of RM5,000,000 being a bidding bond placed in an escrow account for a
potential contract which was not successful. The deposit has been fully recovered
during the current financial year.

8. SHARE CAPITAL

Number of ordinary shares Amount


2018 2017 2018 2017
Unit Unit RM RM

Issued and fully paid:


At the beginning 63,473,605 50,804,845 63,473,605 50,804,845
Transition to non-par value
regime under Companies
Act 2016 - 12,668,760 - 12,668,760
63,473,605 63,473,605 63,473,605 63,473,605

The holders of ordinary shares are entitled to receive dividends as declared from time to
time, and are entitled to one vote per share at meetings of the Company.

In the previous financial year, the share premium has been transferred to share capital in
accordance with Section 618(2) of the Companies Act, 2016.

9. EXCHANGE RESERVES

The translation reserve comprises all foreign currency differences arising from the translation
of the financial statements of a subsidiary where the functional currency is different from that
of the Group’s presentation currency.

10. LOANS AND BORROWINGS

Group
2018 2017
RM RM
(Restated)
Current:
Unsecured
Term loan 2,250,000 2,250,000
Total loan and borrowings:
Term loan 2,250,000 2,250,000

56

Annual Report 2018 PETROL ONE RESOURCES BERHAD 656


5
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

10. LOANS AND BORROWINGS (CONTINUED)

The Company and a subsidiary, ADSB, were unable to meet their loan obligations for the
secured term loan since January 2011 and March 2010, respectively.

On 24 December 2013, the Company and the subsidiary entered into a debt settlement
agreement (“DSA”) with their lenders whereby the outstanding loan obligations will be settled
in full by a cash payment of RM6,500,000. On 16 October 2014, the Company announced
that it had agreed with its lenders to vary the terms of the DSA whereby RM6,500,000 will
be settled in the following manners:

(i) By the sale, by the lender, of the shares in the Company which have been pledged by
a third party as security for the loan for a consideration amounting to RM3,040,000;
and
(ii) In cash for an amount of RM3,460,000.

The variation was formalised in a supplementary settlement agreement (“SSA”) on 21


November 2014. On the same date, the total sum of RM6,500,000 was paid to the lender
under the terms of the SSA comprised of payment by the Company of RM3,460,000 and
payment by a third party of RM3,040,000.

As explained further in Note 2.2, on 14 August 2018, the Company has written to the lender
to request a formal discharge in accordance with the SSA dated 21 November 2014. On 12
September 2018, the lender agreed to discharge and release the Company from the Bridging
Loan Facility and discharge as a corporate guarantor under the Corporate Guarantee. On
the same date, the lender agreed to discharge and release ADSB from its term loan facility
and discharge the third party pledge of ADSB shares pledged for the purpose of the term
loan facility and remaining 718,000 units of the Company shares created by Simfoni Kosmo
Sdn. Bhd. The Group and the Company have now reflected the effect of the waiver of the
debt on the basis that the loan has been fully settled on 21 November 2016 via a retrospective
adjustment for the financial year ended 30 June 2017.

The secured term loan of the subsidiary was secured by way of:

(i) Mortgage over the vessel *;


(ii) Assignment of the lease rentals *;
(iii) Joint and several guarantees by certain subsidiary’s directors; and
(iv) Corporate guarantee by the Company

* The vessel has been disposed of whereby the proceeds were used to partly settle the term
loan.

The secured term loan of the Company was secured by way of:

(i) Pledge of subsidiary’s shares; and


(ii) Third party pledged of the Company shares

57

57
57 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

11. TRADE AND OTHER PAYABLES

Group Company
Note 2018 2017 2018 2017
RM RM RM RM
(Restated) (Restated)
Current
Trade
Trade payables (a) 14,121,317 13,001,123 - -

Non trade
Other payables (b) 29,183,201 28,827,911 6,573,064 6,576,661
GST payable 134,129 158,875 158 24
Accruals (c) 6,924,640 6,463,798 1,044,737 1,078,695
Amount owing to
directors (d) 3,398,068 3,269,566 - -
Amount owing to
a subsidiary (d) - - - 3,259,360
39,640,038 38,720,150 7,617,959 10,914,740

Total trade and


other payables 53,761,355 51,721,273 7,617,959 10,914,740

(a) The normal credit term granted to the Group and the Company range from 30 to 90
days (2017: 30 to 90 days).

(b) Included in other payables of the Group and the Company is an amount of
RM5,000,000 owing to a third party for the payment on behalf of the Company in
connection with debt settlement agreement and supplementary settlement agreement
and this amount is to be offset against amount owing from a receivable of a subsidiary
(Note 7(b) to the financial statements).

(c) Included in accruals is an amount of term loan interest accrued by the Group
amounting to RM2,070,975 (2017: RM2,070,975).

(d) Amount owing to a subsidiary and directors are unsecured, non-interest bearing and
repayable upon demand in cash.

58

Annual Report 2018 PETROL ONE RESOURCES BERHAD 858


5
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

12. REVENUE

Group Company
2018 2017 2018 2017
RM RM RM RM

Advisory services income 5,625,427 5,924,998 - -


Charter income 4,333,574 3,479,257 - -
Management fees - - 2,190,000 2,190,000
Storage management income 2,560,000 2,460,000 - -

12,519,001 11,864,255 2,190,000 2,190,000

13. COST OF SALES

The cost of sales comprises of cost of advisory services, charter expenses and storage
management expenses.

14. OTHER INCOME

Group Company
2018 2017 2018 2017
RM RM RM RM
(Restated) (Restated)
Gain on foreign exchange
- realised - 1,525 - -
- unrealised 1,560,919 1,265,499 - -
Interest income 2,541 1,290 - -
Compensation received 500,000 - - -
Waiver of debts - 72,052,205 - 8,413,887
Miscellaneous income - 49 - -
2,063,460 73,320,568 - 8,413,887

59

59
59 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

15. (LOSS)/PROFIT BEFORE TAX

(Loss)/ Profit before tax has been arrived at:

Group Company
2018 2017 2018 2017
RM RM RM RM
(Restated)
After charging:
Auditors' remuneration
- Statutory audit
- current year 184,924 189,846 77,000 69,000
- prior year 19,704 - 30,000 -
- Non-statutory audit
- current year 6,000 6,000 6,000 6,000
Depreciation of
plant and equipment 609,505 591,455 394,869 364,378
Director's remuneration
- fee 216,000 180,000 216,000 180,000
- salaries and other emoluments 505,132 404,000 240,000 140,000
Impairment on trade receivable 11,823,310 - - -
Impairment on plant and
equipment 1,836,347 - - -
Plant and equipment
written off - 5 - -
Realised loss on foreign
exchange 18,413 - - -
Rental of equipment - 7,345 - 739
Rental of office 322,573 337,732 322,573 337,732
Staff cost:
- Salaries, allowances and
bonuses 2,133,083 2,165,344 782,693 702,704
- Employees' Provident Fund 232,100 227,346 86,374 87,542
- Social security costs 28,589 23,454 9,353 7,028

60

Annual Report 2018 PETROL ONE RESOURCES BERHAD 060


6
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. INCOME TAX EXPENSE

The major components of income tax expense are as follows:


Group Company
2018 2017 2018 2017
RM RM RM RM
Statements of comprehensive
income
Current income tax
Taxation in Malaysia
- Current income tax charge 20,086 19,399 - -

Income tax expense recognised in


profit and loss 20,086 19,399 - -

The reconciliations from the tax amount at the statutory income tax rate to the Group’s and
the Company’s tax expenses are follows:

Group Company
2018 2017 2018 2017
RM RM RM RM
(Restated) (Restated)

(Loss)/Profit before tax (11,236,143) 74,430,490 (831,181) 7,564,961

Tax at Malaysian statutory income (2,696,674) 17,863,318 (199,483) 1,815,591


tax rate of 24%
Adjustments:
- Labuan Business Activity Tax 20,086 19,399 - -
- Income not subject to tax (886,745) (18,698,003) - (2,019,333)
- Non-deductible expenses 2,984,819 293,553 172,321 241,752
- Deferred tax asset not
not recognised during the year 635,937 579,142 27,162 -
- Previously unrecognised
deferred tax asset utilised (37,337) (38,010) - (38,010)
Income tax expense 20,086 19,399 - -

61

61
61 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

16. INCOME TAX EXPENSE (CONTINUED)

Unrecognised deferred tax assets


Group Company
2018 2017 2018 2017
RM RM RM RM

Unutilised reinvestment allowances (417,000) (417,000) (417,000) (417,000)


Unused tax losses (9,744,221) (7,244,992) (457,772) (438,063)
Taxable/(Deductible) temporary
differences (47,348,473) (47,353,536) 20,037 113,503
(57,509,694) (55,015,528) (854,735) (741,560)

Potential deferred tax assets


at 24% (13,802,327) (13,203,727) (205,136) (177,974)

Deferred tax assets have not been recognised in respect of these items because it is not
probable that future taxable profit will be available against which the Group can utilise the
benefits therefrom.

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting
against future taxable profits of the respective subsidiaries is subject to no substantial
change in shareholdings under the Income Tax Act, 1967 and guidelines issued by the tax
authority.

17. (LOSS)/EARNINGS PER SHARE

(a) Basic (loss)/earnings per share are based on the (loss)/profit for the financial year
attributable to owners of the Company and the weighted average number of ordinary
shares outstanding during the financial year, calculated as follows:

Group
2018 2017
RM RM
(Restated)
(Loss)/Profit for the financial year attributable
to owners of the Company (11,256,229) 74,411,091

Weighted average number of ordinary


shares for basic earning per share 50,804,845 50,804,845

Basic (loss)/earnings per ordinary share (sen) (22.16) 146.46

Diluted (loss)/earnings per ordinary share (sen) (22.16) 146.46

(b) The diluted earnings per share is equivalent to the basic earnings per share as the
Company does not have any dilutive potential ordinary share.

62

Annual Report 2018 PETROL ONE RESOURCES BERHAD 262


6
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

18. KEY MANAGEMENT PERSONNEL COMPENSATION

Key management personnel compensations are as follows:

Group Company
2018 2017 2018 2017
RM RM RM RM

Directors of the Company


Executive Directors:
- salaries and other emoluments 240,000 140,000 240,000 140,000
- fees 36,000 30,000 36,000 30,000
276,000 170,000 276,000 170,000
Non-Executive Directors:
- fees 180,000 150,000 180,000 150,000

Directors of the Subsidiaries


- salaries and other emoluments 265,132 264,000 - -
Total directors' remuneration 721,132 584,000 456,000 320,000

Key management personnel of


the Company:
- salaries and allowances 264,000 264,000 144,000 144,000
- defined contribution plan 29,040 31,896 15,840 17,280
- SOCSO contribution 569 1,553 284 776
293,609 297,449 160,124 162,056

63

63
63 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS

(a) Categories of financial instruments

The following table analyses the financial assets and liabilities in the statements of
financial position by the class of financial instruments to which they are assigned:

(i) Loans and receivables (L&R); and


(ii) Other financial liabilities measured at amortised cost (FL).

Carrying
2018 amount L&R FL
Financial assets RM RM RM
Group
Trade and other receivables
(excluding prepayments and
GST receivable) 7,017,524 7,017,524 -
Cash and bank balances 198,778 198,778 -
7,216,302 7,216,302 -

Company
Trade and other receivables
(excluding prepayments and
GST receivable) 69,706,266 69,706,266 -
Cash and bank balances 68,114 68,114 -
69,774,380 69,774,380 -

Financial liabilities
Group
Trade and other payables
(excluding GST payable) (53,627,226) - (53,627,226)
Loan and borrowings (2,250,000) - (2,250,000)
(55,877,226) - (55,877,226)

Company
Trade and other payables
(excluding GST payable) (7,617,801) - (7,617,801)
(7,617,801) - (7,617,801)

64

Annual Report 2018 PETROL ONE RESOURCES BERHAD 464


6
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(a) Categories of financial instruments (continued)

Carrying
2017 amount L&R FL
Financial assets RM RM RM
Group
Trade and other receivables
(excluding prepayments and
GST receivable) 15,244,205 15,244,205 -
Cash and bank balances 89,879 89,879 -
15,334,084 15,334,084 -

Company
Trade and other receivables
(excluding prepayments and
GST receivable) 73,544,977 73,544,977 -
Cash and bank balances 15,820 15,820 -

73,560,797 73,560,797 -

Financial liabilities
Group
Trade and other payables
(excluding GST payable) (51,562,398) - (51,562,398)
Loan and borrowings (2,250,000) - (2,250,000)

(53,812,398) - (53,812,398)

Company
Trade and other payables
(excluding GST payable) (10,914,716) - (10,914,716)

(10,914,716) - (10,914,716)

(b) Financial risk management

The Group’s and the Company’s activities are exposed to a variety of financial risks
arising from their operations and the use of financial instruments. The key financial
risks include credit risk, liquidity risk and market risk. The Group’s and the Company’s
overall financial risk management objective is to optimise value for their shareholders.

The directors of the Company review and agree policies and procedures for the
management of these risks, which are executed by the Group’s senior management.
The audit committee provides independent oversight to the effectiveness of the risk
management process.

65

65
65 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(i) Credit risk

Trade and other receivables

Credit risk is the risk of financial loss to the Group and the Company that may
arise on outstanding financial instruments should a counterparty default on its
obligations. The Group’s and the Company’s exposure to credit risk arises
primarily from trade and other receivables. The Group and the Company have
a credit policy in place and the expose to credit risk is managed through the
application of credit approvals, credit limits and monitoring procedures.

As at the end of reporting period, the maximum expose to credit risk arising
from trade and other receivables is represented by their carrying amounts in the
statements of financial position.

The carrying amount of trade and other receivables are not secured by any
collateral or supported by other credit enhancements. In determining the
recoverability of these receivables, the Group and the Company consider any
change in the credit quality of the receivables from the date credit was initially
granted up to the reporting date. The Group and the Company have adopted a
policy of dealing with credit worthy counterparties as a means of mitigating the
risk of financial loss from defaults.

The Group uses ageing analysis to monitor the credit quality of the trade
receivables. The ageing of trade receivables as at the end of the financial year
is disclosed in Note 7 to the financial statements. Trade receivables that are
neither past due nor impaired are creditworthy debtors with good payment
records with the Group. A significant portion of these trade receivables are
regular customers that have been transacting with the Group.

Management has taken reasonable steps to ensure that trade receivables that
are neither past due nor impaired are stated at their realisable values.
Impairment are made on specific receivables when there is objective evidence
that the Group and the Company will not be able to collect all amounts due.

The Group and the Company monitor the results of the subsidiaries in
determining the recoverability of these intercompany balances.

Credit risk concentration profile

As at the reporting date, there was no significant concentration of credit risk


other than a major trade receivable with total outstanding amount of
RM1,530,949 (2017: USD1,895,000 equivalent to approximately
RM8,051,250).

66

Annual Report 2018 PETROL ONE RESOURCES BERHAD 666


6
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(i) Credit risk (continued)

Trade and other receivables (continued)

Other financial assets

For other financial assets (including cash and cash equivalents), the Group and
the Company minimise credit risk by dealing exclusively with high credit rating
counterparties. At the reporting date, the Group’s and the Company’s maximum
exposure to credit risk arising from other financial assets is represented by the
carrying amount of each class of financial assets recognised in the statements
of financial position.

(ii) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty
in meeting financial obligations when they fall due. The Group’s and Company’s
exposure to liquidity risk arise primarily from mismatches of the maturities
between financial assets and liabilities. The Group’s and the Company’s
exposure to liquidity risk arise principally from trade and other payables, loans
and borrowings.

The Group and the Company maintain a level of cash and cash equivalents
deemed adequate by the management to ensure, as far as possible, that it will
have sufficient liquidity to meet its liabilities when they fall due.

67

67
67 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(ii) Liquidity risk (continued)

Contractual cash flows


On Demand More
Carrying or Within 1-5 than
amount 1 Year Years 5 Years Total
Group RM RM RM RM RM
2018
Unsecured
term loans 2,250,000 2,250,000 - - 2,250,000
Trade and other
payables
(exclude
GST payable) 53,627,226 53,627,226 - - 53,627,226

55,877,226 55,877,226 - - 55,877,226

Contractual cash flows


On Demand More
Carrying or Within 1-5 than
amount 1 Year Years 5 Years Total
RM RM RM RM RM
2017 (Restated)
Unsecured
term loans 2,250,000 2,250,000 - - 2,250,000
Trade and other
payables
(exclude
GST payable) 51,562,398 51,562,398 - - 51,562,398
53,812,398 53,812,398 - - 53,812,398

68

Annual Report 2018 PETROL ONE RESOURCES BERHAD 868


6
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(ii) Liquidity risk (continued)

Contractual cash flows


On Demand More
Carrying or Within 1-5 than
amount 1 Year Years 5 Years Total
RM RM RM RM RM
Company
2018
Trade and other
payables
(exclude
GST payable) 7,617,801 7,617,801 - - 7,617,801

7,617,801 7,617,801 - - 7,617,801

2017 (Restated)
Trade and other
payables
(exclude
GST payable) 10,914,716 10,914,716 - - 10,914,716
10,914,716 10,914,716 - - 10,914,716

(iii) Foreign currency risk

Foreign currency risk is the risk of fluctuation in fair value or future cash flow of
a financial instrument as a result of changes in foreign exchange rates. The
Group’s and the Company is expose to the risk of changes in foreign exchange
rates relates primarily to the Group’s and the Company’s operating activities
(when sales, purchases and borrowings that are denominated in a foreign
currency) and the Group’s net investments in foreign subsidiaries.

69

69
69 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(iii) Foreign currency risk (continued)

Group
US Dollar
RM
2018
Financial liabilities not held in
functional currencies:
Trade payables
Ringgit Malaysia 1,438,801
Singapore Dollar 306,195

1,744,996
Other payables
Ringgit Malaysia 3,747,666

2017 (Restated)
Financial liabilities not held in
functional currencies:

Trade payables
Ringgit Malaysia 1,603,801
Singapore Dollar 322,278

1,926,079
Other payables
Ringgit Malaysia 2,343,399

70

Annual Report 2018 PETROL ONE RESOURCES BERHAD 070


7
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(iii) Foreign currency risk (continued)

Sensitivity analysis for foreign currency risk

The Group’s principal foreign currency exposure relates mainly to Singapore


Dollar (“SGD”) and Ringgit Malaysia (“RM”).

The following table demonstrates the sensitivity to a reasonably possible


change in the SGD and RM, with all other variables held constant on the
Group’s total equity and profit for the financial year.

Effect on
profit for the Effect on
Change in financial year equity
Group rate RM RM

2018
- SGD/USD 10% 50,584 50,584
-10% (50,584) (50,584)

- RM/USD 10% 4,335,886 4,335,886


-10% (4,335,886) (4,335,886)

2017 (Restated)

- SGD/USD 10% 50,139 50,139


-10% (50,139) (50,139)

- RM/USD 10% 3,299,859 3,299,859


-10% (3,299,859) (3,299,859)

71

71
71 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(b) Financial risk management (continued)

(iv) Interest rate risk

The Group’s fixed rate borrowings are exposed to a risk of change in their fair
values due to changes in interest rates. The Group’s variable rate borrowings
are exposed to a risk of change in cash flows due to changes in interest rates.

The interest rate profile of the Group’s and the Company’s significant interest-
bearing financial instruments, based on carrying amounts as at the end of the
reporting period were:

2018 2017
RM RM
(Restated)
Group
Fixed rate instruments
Financial liabilities 2,250,000 2,250,000

Sensitivity analysis for interest rate risk

There is no sensitivity analysis for interest rate risk as there is no floating


interest rate financial instrument.

(c) Fair value measurement

(i) Recognised Financial Instruments

The carrying amount of cash and cash equivalents, short term receivables and
payables and short term borrowings reasonable approximations of fair values,
either due to their short-term nature or that they are floating rate instruments
that are re-priced to market interest rates on or near the reporting date.

Fair value hierarchy

All assets and liabilities for which fair value is measured or disclosed in the
financial statements are categorised within the fair value hierarchy, based on
the lowest level input that is significant to the fair value measurement as a
whole, as follows:

(a) Level 1 fair value measurements are those derived from quoted prices
(unadjusted) in active markets for identical assets or liabilities;

72

Annual Report 2018 PETROL ONE RESOURCES BERHAD 272


7
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

19. FINANCIAL INSTRUMENTS (CONTINUED)

(c) Fair value measurement (continued)

(i) Recognised Financial Instruments (continued)

(b) Level 2 fair value measurements are those derived from inputs other than
quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices); and
(c) Level 3 fair value measurements are those derived from inputs for the
asset or liability that are not based on observable market data
(unobservable inputs).

Fair value of financial instruments


not carried at fair value
Group Note Level 1 Level 2 Level 3 Total
2018 RM RM RM RM
Financial liabilities:
Loans and borrowings 10 - - 2,250,000 2,250,000

2017 (Restated)
Financial liabilities:
Loans and borrowings 10 - - 2,250,000 2,250,000

20. RELATED PARTIES

(a) Identify of related parties

Parties are considered to be related to the Group if the Group has the ability, directly
or indirectly, to control the party or exercise significant influence over the party in
making financial and operational decisions, or vice versa, or where the Group and the
party are subject to common control. Related parties may be individuals or other
entities.

The Company has a related party relationship with:

(i) its subsidiaries as disclosed in Note 6 to the financial statements;


(ii) the directors who are the key management personnel;
(iii) entities in which directors have substantial financial interests;
(iv) close members of the family of a director; and
(v) key management personnel of the Group’s and of the Company’s, comprises
persons (including directors) having the authority and responsibility for
planning, diversifying and controlling the activities directly or indirectly.

73

73
73 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

20. RELATED PARTIES (CONTINUED)

(b) Significant related party transactions

Significant related party transactions other than disclosed elsewhere in the financial
statements are as follows:

Company
2018 2017
RM RM
Management fee
Subsidiaries 2,190,000 2,190,000

21. CAPITAL MANAGEMENT

The Group’s capital is represented by its total equity in the statement of financial position.
The Directors monitor the adequacy of capital on an ongoing basis. As disclosed in Note 2.2
to the financial statements, the Company proposed to address its PN17 issues in a Business
Regularisation Strategy and a Regularisation Plan. The Regularisation Plan has been
approved by Bursa Malaysia on 14 August 2015 subject to certain terms and conditions.

22. SEGMENTS INFORMATION

The Group prepared the following segment information in accordance with MFRS 8
Operating Segments based on the internal reports of the Group’s strategic business units
which are regularly reviewed by the Group’s Chief Executive Officer (“CEO”) for the purpose
of making decisions about resource allocation and performance assessment.

The four reportable operating segments are as follow:

Segments Product and services


Chartering activity Chartering of safety standby vessels

Advisory services Advisory services that include technical and commercial


management services in relation to ship-to-ship transfer
operations

Storage management Management of liquid storage terminal

Investment holding Investment holding and others

74

Annual Report 2018 PETROL ONE RESOURCES BERHAD 474


7
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)

Segment profit
Segment performance is used to measure performance as Group’s Chief Executive Office
believes that such information is most relevant in evaluating the results of certain segments
relative to other entities that operate within these industries. Performance is evaluated based
on operating profit or loss which is measured differently from operating profit or loss in the
consolidated financial statements.

Segment assets
The total of segment asset is measured based on all assets of a segment, as included in the
internal reports that are reviewed by the Group’s Chief Executive Officer.

Segment liabilities
Segment liabilities are not included in the internal reports that are reviewed by the Group’s
Chief Executive Officer, hence no disclosures are made on segment liabilities.

75

75
75 PETROL ONE RESOURCES BERHAD Annual Report 2018
Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)


Group
2018 Investment Chartering Advisory Storage
holding activity services management Others Elimination Total
RM RM RM RM RM RM RM

Revenue
Revenue from external customers - 4,333,574 5,625,427 2,560,000 - - 12,519,001
Inter-segment revenue 2,190,000 - - - - (2,190,000) (a) -
2,190,000 4,333,574 5,625,427 2,560,000 - (2,190,000) 12,519,001

Results
Included in the measure of segment
loss are:
Gain/(Loss) on foreign exchange
- realised (15,672) (10) (2,731) - - - (18,413)
- unrealised 367,479 (122) 1,193,699 (137) - - 1,560,919
Interest income - - 1,541 1,000 - - 2,541
Compensation received - 500,000 - - - - 500,000
Depreciation of plant and equipment (395,587) - (213,918) - - - (609,505)

Annual Report 2018


Impairment loss on trade receivable - - (11,823,310) - - - (11,823,310)
Impairment on plant and equipment - - (1,836,347) - - - (1,836,347)
Rental of office (322,573) - - - - - (322,573)
Unallocated corporate expenses (2,243,235) (7,096,288) (694,881) (3,281,736) (82,316) 2,190,000
- (a) (11,208,456)
Segment loss (419,588) (2,262,846) (7,750,520) (720,873) (82,316) - (11,236,143)

76

PETROL ONE RESOURCES BERHAD


7
676
Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)


Group
2018 Investment Chartering Advisory Storage
holding activity services management Others Elimination Total
RM RM RM RM RM RM RM

Income tax expense - - (20,086) - - - (20,086)


Loss for the financial year (419,588) (2,262,846) (7,770,606) (720,873) (82,316) - (11,256,229)

Assets
Addition to non-current assets 51,045 - - - - - 51,045
Segment assets 127,310,972 78,211,480 44,133,735 427,692 256,334 (241,508,677) (b) 8,831,536

77
77
Total assets 127,362,017 78,211,480 44,133,735 427,692 256,334 (241,508,677) 8,882,581

Liabilities
Tax payables - - (20,000) - - - (20,000)
Segment liabilities (95,865,080) (82,526,919) (28,437,567) (2,210,547) (77,288) 153,106,046 (c) (56,011,355)
Total liabilities (95,865,080) (82,526,919) (28,457,567) (2,210,547) (77,288) 153,106,046 (56,031,355)

77

PETROL ONE RESOURCES BERHAD Annual Report 2018


Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)

Group
2017 (Restated) Investment Chartering Advisory Storage
holding activity Services management Others Elimination Total
RM RM RM RM RM RM RM
Revenue
Revenue from external customers - 3,479,257 5,924,998 2,460,000 - - 11,864,255
Inter-segment revenue 2,190,000 - - - - (2,190,000) (a) -
2,190,000 3,479,257 5,924,998 2,460,000 - (2,190,000) 11,864,255

Results
Included in the measure of segment
profit/(loss) are:
Gain/(Loss) on foreign exchange
- realised 11,230 (7,770) (1,935) - - - 1,525
- unrealised 2,206,144 (1,427) (939,353) 135 - - 1,265,499
Interest income - - 1,290 - - - 1,290
Depreciation of plant and equipment (366,144) - (225,311) - - - (591,455)
Plant and equipment written off (5) - - - - - (5)

Annual Report 2018


Rental of equipment (7,345) - - - - - (7,345)
Rental of office (337,732) - - - - - (337,732)
Waiver of debts 72,052,205 - - - - - 72,052,205
Unallocated corporate expenses (2,453,363) (4,940,658) (1,121,070) (3,478,960) (13,696) 2,190,000
- (a) (9,817,747)
Segment Profit/(Loss) 73,294,990 (1,470,598) 3,638,619 (1,018,825) (13,696) - 74,430,490

78

PETROL ONE RESOURCES BERHAD


7
878
Company No. 333769-X

Notes to the Financial Statements (cont’d)


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)

Group
2017 (Restated) Investment Chartering Advisory Storage
holding activity Services management Others Elimination Total
RM RM RM RM RM RM RM

Income tax expense - - (19,399) - - - (19,399)


Profit/(Loss) for the financial year 73,294,990 (1,470,598) 3,619,220 (1,018,825) (13,696) - 74,411,091

Assets

79
79
Addition to non-current assets 641,024 - - - - - 641,024
Segment assets 130,906,812 77,900,073 54,153,665 348,145 71 (244,444,556) (b) 18,864,210
Total assets 131,547,836 77,900,073 54,153,665 348,145 71 (244,444,556) 19,505,234

Liabilities
Tax payables - - (19,931) - - - (19,931)
Segment liabilities (99,631,311) (79,952,666) (29,280,385) (1,410,127) (38,709) 156,341,925 (c) (53,971,273)
Total liabilities (99,631,311) (79,952,666) (29,300,316) (1,410,127) (38,709) 156,341,925 (53,991,204)

79

PETROL ONE RESOURCES BERHAD Annual Report 2018


Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

22. SEGMENTS INFORMATION (CONTINUED)

Reconciliation of reportable segment revenue, profit or loss, assets, liabilities and other
material items are as follow:

(a) Inter-segment revenue

Inter-segment revenue is eliminated on consolidation.

(b) Reconciliation of assets

Group
2018 2017
RM RM
(Restated)

Investment in subsidiary (88,402,631) (88,102,631)


Amount due from holding company (82,837,959) (82,406,166)
Amount due from related companies (352,737) (332,096)
Amount due from subsidiaries (69,915,350) (73,603,663)

(241,508,677) (244,444,556)

(c) Reconciliation of liabilities

Group
2018 2017
RM RM
(Restated)

Amount due to holding company 69,915,350 70,351,795


Amount due to related companies 352,737 332,101
Amount due to subsidiaries 82,837,959 85,658,029

153,106,046 156,341,925

Geographical information

The Group operates predominantly in Malaysia and hence, no geographical segment is


presented.

80

Annual Report 2018 PETROL ONE RESOURCES BERHAD 080


8
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

23. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

(a) The Company announced that POHSB and WOHSB had on 24 July 2017, mutually
agreed in writing to extend the time period for the execution of the MOU for a further
of twelve (12) months from 1 August 2017 to 1 August 2018.

(b) On 27 July 2017, the Company announced to Bursa that the Proposed Regularisation
Plan will be revised as per followings: (i) from proposed capital reduction of the issued
and paid-up share capital of the Company pursuant to Section 64(1) of the Companies
Act 1965, involving the cancellation of RM0.90 of the par value of every existing
ordinary share of RM1.00 each in the Company as per the approval letter revised to
proposed capital reduction of the share capital of the Company pursuant to Section
115(a) and 116 of the Companies Act 2016, (ii) no longer applicable on the Proposed
Share Premium Reduction, (iii) from Proposed private placement of 200,000,000
placement shares to potential investors at an issue price of RM0.10 per placement
share after the completion of the Proposed Capital Reduction and the Proposed Share
Premium Reduction as per the approval letter to proposed private placement of
200,000,000 placement shares to identified investors at an issue price of RM0.10 per
placement share after the completion of the Proposed Capital Reduction, (iv) No
changes on the Proposed Rights Issue with Warrants, (v) no changes on the Scheme
of Arrangement except the settlement amount, (vi) no longer applicable on the
Proposed increase in the authorised share capital, and (vii) no longer applicable on
the proposed amendment.

(c) On 7 September 2017 and 29 March 2018, Bursa Malaysia granted the Company an
extension of time up to 12 February 2018 and 11 August 2018 respectively for the
Company to complete the implementation of its Proposed Regularisation Plan.

81

81
81 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

24. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR

(a) On 10 August 2018, the Company announced that the Company was unable to fully
secure suitable placees for the entire tranche of the Placement Shares, despite
numerous efforts from the Company to actively engage and source for suitable placees.
This was partly due to the commitment required from the placees to subscribe for both
the Placement Shares and corresponding Rights Shares as the amount involved is
relatively substantial and the current challenging equity market conditions for fund
raising exercise.

Based on the above factors, the Board has resolved that due to the uncertainties of the
issues mentioned above, the Company was unable to implement the Proposed
Regularisation Plan by 11 August 2018 (the extension of time granted by Bursa
Securities via its approval letter dated 29 March 2018) and/or to formulate a concrete
alternative scheme for a further extension of time application at this juncture.

Pursuant to the approval letter from Bursa Securities dated 29 March 2018 for the
extension of time granted up to 11 August 2018 to implement the Proposed
Regularisation Plan (“EOT”), the aforesaid EOT is without prejudice to Bursa Securities’
right to proceed to suspend the trading of the listed securities of PETONE and to de-
list the Company in the event the Company fails to implement its Proposed
Regularisation Plan within the time frame or extended time frame stipulated by any of
the regulatory authorities.

Upon occurrence of the event above, Bursa Securities shall suspend the trading of the
listed securities of PETONE on the 6th market day after the date of notification of
suspension by Bursa Securities and de-list the Company, subject to the Company’s
right to appeal against the delisting.

(b) On 13 August 2018, Bursa has informed the Company that (i) the trading in the
securities of the Company will be and/or remain suspended with effect from 21 August
2018; and (ii) the securities of the Company will be de-listed on 24 August 2018 unless
an appeal against the de-listing is submitted to Bursa Securities on or before 20 August
2018 (“the Appeal Timeframe”). Any appeal submitted after the Appeal Timeframe will
not be considered by Bursa Securities.

(c) On 20 August 2018, the Company submitted an appeal against the suspension and
de-listing to Bursa Securities (“Appeal”). The removal of the securities of the Company
from the Official List of Bursa Securities on 24 August 2018 shall be deferred pending
the decision by Bursa Securities on the Appeal.

82

Annual Report 2018 PETROL ONE RESOURCES BERHAD 282


8
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

24. SIGNIFICANT EVENTS SUBSEQUENT TO THE END OF THE FINANCIAL YEAR


(CONTINUED)

(d) On 7 September 2018, the Company announced that Petrol One Holdings Sdn. Bhd.
and World Oil Hub Sdn. Bhd. (formerly known as Webs Oil Hub Sdn. Bhd.) had on 7
September 2018, mutually agreed in writing to extend the time period for the execution
of the definite agreements for a further term of twelve (12) months from 1 August 2018
to 1 August 2019.

(e) On 3 October 2018, Bursa has decided to grant the Company an extension of time up
to 20 November 2018 to submit the regularisation plan to the relevant authorities for
approval (“the Extended Timeframe”) subject to the appointment of a Principal Adviser
by the Company on or before 13 October 2018.

(f) On 12 October 2018, the Company has appointed Mercury Securities Sdn. Bhd. as the
Principal Adviser of the Company.

83

83
83 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

25. RETROSPECTIVE ADJUSTMENTS

(a) On 14 August 2018, the Company has written to the lender to request for a positive
release in accordance with the supplementary settlement agreement dated on 21
November 2014. On 12 September 2018, the lender agreed to discharge and release
the Company from the Bridging Loan Facility and discharge as a corporate guarantor
under the Corporate Guarantee. On the same date, the lender agreed to discharge and
release ADSB from its term loan facility and discharge the third party pledge of ADSB
shares pledged for the purpose of the term loan facility and remaining 718,000 units of
the Company shares created by Simfoni Kosmo Sdn. Bhd.

(b) The Group and the Company have now reflected the effect of the waiver of the debt
via a retrospective adjustment for the financial year ended 30 June 2017. Accordingly,
the financial statements of the Group for the financial year ended 30 June 2017 have
been restated. The retrospective adjustments are as follows:

Group
As
previously As
reported Adjustments restated
RM RM RM
30.6.2017
Statements of financial
position

Non-current assets
Plant and equipment 4,086,818 (179) 4,086,639

Current assets
Cash and bank balances 91,522 (1,643) 89,879

Current liabilities
Loans and borrowings (58,378,790) 56,128,790 (2,250,000)
Trade and other payables (68,744,732) 17,023,459 (51,721,273)

Equity
Accumulated losses (141,379,679) 72,574,237 (68,805,442)
Exchange reserves (29,730,323) 576,190 (29,154,133)

84

Annual Report 2018 PETROL ONE RESOURCES BERHAD 484


8
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

25. RETROSPECTIVE ADJUSTMENTS (continued)

(b) The Group and the Company has now reflected the effect of the waiver of the debt via
a retrospective adjustment for the financial year ended 30 June 2017. Accordingly, the
financial statements of the Group for the financial year ended 30 June 2017 have been
restated. The retrospective adjustments are as follows: (continued)

Group
As
previously As
reported Adjustments restated
RM RM RM
30.6.2017
Statements of comprehensive
income

Other income 746,333 72,574,235 73,320,568

Profit attributable to owners of the


Company 1,836,856 72,574,235 74,411,091

Profit per share attributable to


owners of the Company (sen)
- basic 3.62 142.84 146.46
- diluted 3.62 142.84 146.46

Statement of cash flows


Cash flows from operating
activities
Adjustments for:
Unrealised gain on foreign
exchange (743,468) (522,031) (1,265,499)
Waiver of debts - (72,052,205) (72,052,205)

Changes In Working Capital:


Receivables (1,328,668) (909,244) (2,237,912)
Payables (972,218) 792,552 (179,666)

85

85
85 PETROL ONE RESOURCES BERHAD Annual Report 2018
Notes to the Financial Statements
Company No. 333769-X (cont’d)

PETROL ONE RESOURCES BERHAD


(Incorporated in Malaysia)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

25. RETROSPECTIVE ADJUSTMENTS (continued)

(b) The Group and the Company has now reflected the effect of the waiver of the debt via
a retrospective adjustment for the financial year ended 30 June 2017. Accordingly, the
financial statements of the Group for the financial year ended 30 June 2017 have been
restated. The retrospective adjustments are as follows: (continued)

Company
As
previously As
reported Adjustments restated
RM RM RM
30.6.2017
Statement of financial
position

Current assets
Trade and other receivables 69,339,764 4,222,582 73,562,346

Current liabilities
Loans and borrowings (4,036,000) 4,036,000 -
Trade and other payables (11,070,045) 155,305 (10,914,740)

Equity
(Accumulated losses)/Retained
earnings (6,651,692) 8,413,887 1,762,195

Statement of comprehensive
income

Other income - 8,413,887 8,413,887

(c) The adjustments do not have any impact to the opening balance of the statement of
financial position of the Group and of the Company as at 1 July 2016.

86

Annual Report 2018 PETROL ONE RESOURCES BERHAD 686


8
Company No. 333769-X

Statement by Directors
PursuantPETROL
to SectionONE RESOURCES
251(1)(b) BERHAD
of the Companies Act, 2016
(Incorporated in Malaysia)

STATEMENT BY DIRECTORS
(Pursuant to Section 251(2) of the Companies Act 2016)

We, AZLAN SHAIRI BIN ASIDIN and, LEE WEI HONG being two of the directors of PETROL ONE
RESOURCES BERHAD, do hereby state that in the opinion of the directors, the accompanying
financial statements set out on pages 7 to 86 are properly drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements
of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of
the Group and of the Company as at 30 June 2018 and of their financial performance and cash
flows for the financial year then ended.

Signed on behalf of the Board of Directors in accordance with a resolution of the directors:

..........................................................................
AZLAN SHAIRI BIN ASIDIN
Director

..........................................................................
LEE WEI HONG
Director

Date: 31 October 2018

87

87
87 PETROL ONE RESOURCES BERHAD Annual Report 2018
Company No. 333769-X

PETROL ONE RESOURCES BERHAD


Statutory Declaration
Pursuant to Section 251(1)(b) of the Companies Act, 2016
(Incorporated in Malaysia)

STATUTORY DECLARATION
(Pursuant to Section 251(1) of the Companies Act 2016)

I, SIM SENG LOONG @ TAI SENG, being the officer primarily responsible for the financial
management of PETROL ONE RESOURCES BERHAD, do solemnly and sincerely declare that to
the best of my knowledge and belief, the financial statements set out on pages 7 to 86 are 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 in Malaysia.

..........................................................................
SIM SENG LOONG @ TAI SENG
MIA membership number: 9259

Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory
on 31 October 2018.

Before me,

............................................
Lai Din (No. W668)
Commissioner for Oaths
Kuala Lumpur

88

Annual Report 2018 PETROL ONE RESOURCES BERHAD 888


8
Independent Auditors’ Report
Company No. 333769-X
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD
(Incorporated in Malaysia)

Report on the Audit of the Financial Statements

Disclaimer of Opinion

We were engaged to audit the financial statements of Petrol One Resources Berhad, which
comprise the statements of financial position as at 30 June 2018 of the Group and of the Company,
and the statements of comprehensive income, statements of changes in equity and statements of
cash flows of the Group and of the Company for the financial year then ended, and notes to the
financial statements, including a summary of significant accounting policies, as set out on pages 7
to 86.

We do not express an opinion on the accompanying financial statements of the Group and of the
Company. Because of the significance of the matters described in the Basis for Disclaimer of
Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

1. As disclosed in Note 2.2, the financial statements have been prepared on the historical cost
basis and on the assumption that the Group and the Company are going concerns except as
otherwise disclosed in Note 3 to the financial statements. As at 30 June 2018, the Group
recorded net current liabilities of RM48,713,733 and capital deficiency of RM47,148,774. The
Group also recorded accumulated losses of RM80,061,671.

The Company and its wholly-owned indirect subsidiary, Arus Dermaga Sdn. Bhd. (“ADSB”),
were unable to meet their loan obligations since January 2011 and March 2010, respectively.

On 30 August 2012, the Company announced that it had been classified as an affected listed
issuer pursuant to Paragraph 2.1 (a) of Practice Note 17 (“PN17”) under the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”).

89

89
89 PETROL ONE RESOURCES BERHAD Annual Report 2018
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Basis for Disclaimer of Opinion (Continued)

1. On 15 November 2013, the Company proposed to undertake a two (2) pronged approach,
comprising the Group’s business turnaround strategy (“Business Regularisation Strategy”)
and the Proposed Regularisation Plan to address its PN17 issues. The Proposed
Regularisation Plan comprises the following: (i) Proposed Capital Reduction, (ii) Proposed
Share Premium Reduction, (iii) Proposed Private Placement, (iv) Proposed Rights Issue with
Warrants, (v) Proposed Scheme of Arrangement, and (vi) Proposed Amendment to
Memorandum and/or Articles of Association. A further announcement was made on 21
January 2015 incorporating details of variations to the Proposed Regularisation Plan. On 14
August 2015, Bursa Malaysia approved the Proposed Regularisation Plan subject to certain
terms and conditions.

On 24 December 2013, the Company and ADSB entered into a debt settlement agreement
(“DSA”) with their respective lenders whereby the outstanding loan obligations will be settled
in full by a cash payment of RM6,500,000.

The Company, and its wholly-owned indirect subsidiaries, ADSB and One Petroleum (L) Ltd
(“OPLL”) were granted an order by the High Court of Malaya to hold a meeting with their
scheme creditors pursuant to Section 176(1) of the Companies Act, 1965. The Court
Convened Meetings for approving the proposed scheme of arrangement (“the Scheme”)
were held on 7 July 2014. At the Court Convened Meetings, a majority in number and more
than 75% in value of the scheme creditors who were present voted in approval of the
Scheme. The Scheme was approved by the High Court of Malaya on 15 August 2014 and is
binding until it is approved by a majority of the members of the respective companies at their
members’ meetings. As at the end of the financial year, the Group has not recorded the effect
of the waiver of debt pending the completion of the Scheme.

On 16 October 2014, the Company announced that it had agreed with its lenders to vary the
terms of the DSA whereby the RM6,500,000 will be settled (i) by the sale, by the lender, of
the shares in the Company which have been pledged by a third party as security for the loan
for a consideration amounting to RM3,040,000; and (ii) in cash for an amount of
RM3,460,000. The variation was formalised in a supplementary settlement agreement
(“SSA”) on 21 November 2014. On the same date, the total sum of RM6,500,000 was paid
to the lenders under the terms of the SSA comprised of payment by the Company of
RM3,460,000 and payment by a third party of RM3,040,000. Upon expiry of a period of 24
months from the date of SSA, the lender shall discharge from its obligations to sell the
pledged shares to the third party and the lender shall entitled to utilise the balance settlement
sum. The Company has not recognised the fair value of corporate guarantee given to lender
for loan given to subsidiary.

90

Annual Report 2018 PETROL ONE RESOURCES BERHAD 090


9
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Basis for Disclaimer of Opinion (Continued)

1. On 27 July 2017, the Company announced to Bursa that the Proposed Regularisation Plan
will be revised as per followings: (i) from proposed capital reduction of the issued and paid-
up share capital of the Company pursuant to Section 64(1) of the Companies Act, 1965,
involving the cancellation of RM0.90 of the par value of every existing ordinary share of
RM1.00 each in the Company as per the approval letter revised to proposed capital reduction
of the share capital of the Company pursuant to Section 115(a) and 116 of the Companies
Act 2016, (ii) no longer applicable on the Proposed Share Premium Reduction, (iii) from
Proposed private placement of 200,000,000 placement shares to potential investors at an
issue price of RM0.10 per placement share after the completion of the Proposed Capital
Reduction and the Proposed Share Premium Reduction as per the approval letter to
proposed private placement of 200,000,000 placement shares to identified investors at an
issue price of RM0.10 per placement share after the completion of the Proposed Capital
Reduction, (iv) No changes on the Proposed Rights Issue with Warrants, (v) no changes on
the Scheme of Arrangement except the settlement amount, (vi) no longer applicable on the
Proposed increase in the authorised share capital, and (vii) no longer applicable on the
proposed amendment.

On 29 March 2018, Bursa Securities had granted the Company the extension of time up to
11 August 2018 via its approved letter dated on 29 March 2018.

On 10 August 2018, the Company announced that it was unable to implement the Proposed
Regularisation Plan by 11 August 2018.

On 13 August 2018, the Company announced that (i) the trading in the securities of the
Company will be and/or remain suspended with effect from 21 August 2018; and (ii) the
securities of the Company will be de-listed on 24 August 2018 unless an appeal against the
de-listing is submitted to Bursa Securities on or before 20 August 2018 (“the Appeal
Timeframe”). Any appeal submitted after the Appeal Timeframe will not be considered by
Bursa Securities.

On 14 August 2018, the Company has written to the lender to request for a formal discharge
in accordance with the supplementary settlement agreement dated 21 November 2014. On
12 September 2018, the lender agreed to discharge and release the Company from the
Bridging Loan Facility and discharge as a corporate guarantor under the Corporate
Guarantee. On the same date, the lender agreed to discharge and release ADSB from its
term loan facility and discharge the third-party pledge of ADSB shares pledged for the
purpose of the term loan facility and remaining 718,000 units of the Company shares created
by Simfoni Kosmo Sdn. Bhd. The Group and the Company has now reflected the effect of
the waiver of the debt on the basis that the loan has been fully settled on 21 November 2016
via a retrospective adjustment for the financial year ended 30 June 2017. Accordingly, the
financial statements of the Group for the financial year ended 30 June 2017 have been
restated. The adjustments do not have any impact to the opening balance of the statement
of financial position of the Group and of the Company as at 1 July 2016.

On 20 August 2018, the Company submitted an appeal against the suspension and de-listing
to Bursa Securities (“Appeal”). The removal of the securities of the Company from the Official
List of Bursa Securities on 24 August 2018 shall be deferred pending the decision by Bursa
Securities on the Appeal.

91

91
91 PETROL ONE RESOURCES BERHAD Annual Report 2018
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Basis for Disclaimer of Opinion (Continued)

1. On 3 October 2018, Bursa Securities granted the Group an extension of time until 20
November 2018 to submit the regularisation plan to the relevant authorities for approval (“the
Extended Timeframe”) subject to the appointment of a Principal Adviser by the Company on
or before 13 October 2018.

Bursa Securities further decided to de-list the securities of the Company from the Official List
of Bursa Securities pursuant to Paragraph 8.04 of the Main Market Listing Requirement in
the event:

(i) the Company fails to appoint a Principal Adviser on or before 13 October 2018;
(ii) the Company fails to submit the revised regularisation plan to the relevant authorities
for approval within the Extended Timeframe i.e. on or before 20 November 2018;
(iii) the Company fails to obtain the approval for the implementation of its regularisation
plan and does not appeal within the timeframe (or extended timeframe(s) as the case
may be) prescribed to lodge an appeal;
(iv) the Company does not succeed in its appeal; or
(v) the Company fails to implement its regularisation plan within the timeframe or
extended timeframe(s) stipulated by the relevant authorities.

Upon occurrence of any of the events set out in paragraph (i) to (v) above, the securities of
the Company shall be removed from the Official List of Bursa Securities upon expiry of two
(2) market days from the date the Company is notified by Bursa Securities or on such other
date as may be specified by Bursa Securities.

On 12 October 2018, the Company has appointed Mercury Securities Sdn. Bhd. as the
Principal Adviser of the Company.

In view of the matters set out above, there are material uncertainties that may cast significant
doubt on the ability of the Group and the Company to continue as going concerns.

The going concern assumption is highly dependent upon the submission of the revised
regularisation plan on or before 20 November 2018, shareholders’ approval on the revised
Regularisation Plan and its successful implementation and the ability of the Group and the
Company to attain profitable operations to generate sufficient cash flows to fulfil their
obligations as and when they fall due. In the event that these are not accomplished, the
Group and the Company may be unable to realise their assets and discharge their liabilities
in the normal course of business. Accordingly, the financial statements may require
adjustments relating to the recoverability and classification of recorded assets and to
additional amount and classification of liabilities that may be necessary should the Group and
Company be unable to continue as going concerns.

92

Annual Report 2018 PETROL ONE RESOURCES BERHAD 292


9
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Basis for Disclaimer of Opinion (Continued)

2. As disclosed in Note 6 and Note 7 to the financial statements, the carrying value of
investments in subsidiaries and amount due from subsidiaries in the books of the Company,
amounted to RM939,177 and RM69,637,276 respectively. We were unable to ascertain the
appropriateness of the carrying value of investments in subsidiaries and amount due from
subsidiaries in the books of the Company.

3. The matters stated above were unresolved since the preceding financial year and formed the
basis for disclaimer of opinion on the financial statements of the Group and Company for the
financial year ended 30 June 2017. In addition to the abovementioned items, we were also
unable to obtain sufficient appropriate audit evidence to support the carrying value of marine
equipment for the financial year ended 30 June 2017. As such, we were unable to determine
whether adjustments to results of operations and opening accumulated losses might be
necessary. Our opinion on the current year’s financial statements is also modified because
of the possible effects of these matters on the comparability of the current financial year’s
figures and corresponding figure.

Responsibilities of the Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the
Group and of the Company that give a true and fair view in accordance with the Malaysian Financial
Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia. The directors are also responsible for such internal control as the
directors determine is necessary to enable the preparation of financial statements of the Group and
of the Company that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements of the Group and of the Company, the directors are
responsible for assessing the Group’s and the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.

The directors of the Company are responsible for overseeing the Group’s financial reporting
process.

93

93
93 PETROL ONE RESOURCES BERHAD Annual Report 2018
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Auditors’ Responsibilities for the Audit of the Financial Statements

Our responsibility is to conduct an audit of the Group and of the Company’s financial statements in
accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, and to issue an auditors’ report. However, because of the matters described in the Basis
for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion on these financial statements.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on
Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”)
and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional
Accountants (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance
with the By-Laws and the IESBA Code.

Report on Other Legal and Regulatory Requirements

In accordance with the requirement of the Companies Act 2016 in Malaysia, we report that in our
opinion:

(a) the accounting and other records have been properly kept in accordance with the provision of
the Companies Act 2016 in Malaysia other than the matters as described in the Basis for
Disclaimer of Opinion section.

(b) we have obtained all the information and explanation that we required other than the matters
as described in the Basis for Disclaimer of Opinion section.

94

Annual Report 2018 PETROL ONE RESOURCES BERHAD 494


9
Independent Auditors’ Report
Company No. 333769-X (cont’d)
to the members of Petrol One Resources Berhad (Incorporated in Malaysia)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF


PETROL ONE RESOURCES BERHAD (CONTINUED)
(Incorporated in Malaysia)

Other Matters

This report is made solely to the members of the Company, as a body, in accordance with Section
266 of the Companies Act, 2016 in Malaysia and for no other purpose. We do not assume
responsibility to any other person for the contents of this report.

Baker Tilly Monteiro Heng Ng Boon Hiang


No. AF 0117 No. 02916/03/2020 J
Chartered Accountants Chartered Accountant

Kuala Lumpur

Date: 31 October 2018

95

95
95 PETROL ONE RESOURCES BERHAD Annual Report 2018
Company No. 333769 - X
Incorporated in Malaysia

No. of Shares Held CDS Account No.

FORM OF PROXY

I/We NRIC/ Passport/ Company No.

of

being a member/members of PETROL ONE RESOURCES BERHAD (333769-X) hereby appoint:


NRIC/ Passport No.
of
or failing him, NRIC/ Passport No.
of
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf, at the Twenty-
Third Annual General Meeting of the Company to be held at Dewan Berjaya, Bukit Kiara Equestrian & Country
Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur, Wilayah Persekutuan on Wednesday,
19 December 2018 at 10.30 am and at any adjournment thereof, as indicated below: -
No. Resolutions For Against
1. Re-election of Mr. Lee Kean Cheong as Director in accordance with Resolution 1
Article 82 of the Company’s Article of Association
2. Re-election of En. Ahmad Nainy Bin Mokhtar as Director in accordance Resolution 2
with Article 82 of the Company’s Article of Association
3. Re-appointment of Messrs Baker Tilly Monteiro Heng as Auditors of Resolution 3
the Company until the conclusion of the next Annual General Meeting
and to authorise the Directors to fix their remuneration
As Special Business:-
4. Ordinary Resolution No. 1
- To approve the payment of Directors’ Fees for the period from Resolution 4
1 January 2019 to 31 December 2019
5. Ordinary Resolution No. 2 Resolution 5
- Authority to issue shares pursuant to the Companies Act 2016
Please indicate with an “X” in the appropriate space how you wish your vote to be cast. If you do not indicate how
you wish your proxy to vote on any resolution, the proxy shall vote as he thinks fit, or at his discretion, abstain
from voting.
For appointment of two proxies, percentage of
shareholdings to be represented by the proxies:
Signed this ................. day of ............................., 2018
No. of shares Percentage
Proxy 1

Proxy 2
Total: 100%
............................................................………….
Signature of Member/Common Seal
Telephone No: _______________________
Notes:-
1. In respect of deposited securities, only members whose names appear in the Record of Depositors on 12 December 2018 (“General Meeting Record of
Depositors”) shall be eligible to attend, speak and vote at the Meeting.
2. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint more than one proxy but not more than two proxies to attend and
vote in his stead. A proxy may but need not be a member of the Company, an advocate, an approved company auditor or a person approved by the Registrar
of Companies. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his shareholdings
to be represented by each proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to speak at the Meeting.
Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to attend and vote instead of the
member at the Meeting. There shall be no restriction as to the qualifications of the proxy.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each
omnibus account it holds.
4. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a
corporation, either under its common seal or under the hand of an officer or attorney duly authorised.
5. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or
authority, shall be deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time appointed for holding the Meeting or at any
adjournment thereof.
Fold this flap for sealing

Then fold here

AFFIX
POSTAGE
STAMP

THE COMPANY SECRETARIES

PETROL ONE RESOURCES BERHAD (333769-X)

Level 7, Menara Milenium,


Jalan Damanlela,
Pusat Bandar Damansara,
Damansara Heights,
50490 Kuala Lumpur,
Wilayah Persekutuan,
Malaysia

1st fold here

Das könnte Ihnen auch gefallen