N/A - PUBLIC REPRIMAND ON NEPLINE BERHAD PUBLIC REPRIMAND AND TOTAL FINES OF RM425,000 ON 6 DIRECTORS
Announcement Type: Listing Circular
Company Name: NEPLINE BERHAD
Stock Name: N/A
Date Announced: 19/01/2011
Announcement Detail:
Subject: PUBLIC REPRIMAND ON NEPLINE BERHAD
PUBLIC REPRIMAND AND TOTAL FINES OF RM425,000 ON 6 DIRECTORS
Contents: Breaches of paragraphs 9.03(1) and 9.04(l) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR") read together with paragraph 2.1(d) of Practice Note No. 1/2001 ("PN1"), paragraphs 9.16(1)(a) and 16.11(b) of the LR
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Nepline Berhad ("NEPLINE" or "the Company") for breaches of paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1 and paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breaches were committed while the Company was listed on the Official List of Bursa Securities.
2. Pursuant to paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1, a listed issuer must make an immediate announcement of default in payments of either interest or principal sums or both in respect of a credit facility, where the credit facility is 5% or more of the net assets of the listed issuer.
Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions. Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. NEPLINE had committed the following breaches of the LR :-
(a) Paragraph 9.16(1)(a) of the LR for failing to ensure that the 4th quarterly report for the financial year ended 31 December 2008 ("4th QR 2008") which was announced on 27 February 2009 took into account the adjustments as stated in the Company's announcement dated 30 April 2009 and letter dated 8 June 2009. ("the Deviation Breach") NEPLINE had reported an unaudited loss after taxation and minority interest of RM5.229 million for the financial year ended 31 December 2008. However, the Company had on 30 April 2009 reported an audited loss after taxation and minority interest of RM134.661 million. The difference of RM129.432 million between the unaudited and audited results for the financial year ended 31 December 2008 represents a variance of approximately 2,475%. The variance was mainly due to :- reversal of the sale of 1 unit of shipping vessel of RM58.835 million which had been accounted for in the Company's consolidated accounts for the financial year ended 31 December 2007 and gains on disposal of the investment in a wholly owned subsidiary, Nepline International Limited for the amount of RM12.183 million ("the Reversal of Profits"). In this regard, it is noted that the purchasers had failed to honour their obligations to pay the purchase price, the directors had resolved to terminate the agreements and lodged police reports against the purchasers prior to the issuance of the 4th QR 2008; allowance for doubtful debts amounting to RM27.4 million which had been long outstanding and provided due to the non-performing debtors' position; and impairment loss on the Company's vessels which were non-performing of RM17.847 million. The Company's shareholders' equity as reported in 4th QR 2008 was RM40.392 million or 55% of its issued and paid up capital of RM73.264 million. As a result of the adjustments, the audited shareholders' equity was a deficit of RM88.558 million and the Company triggered the criterion in paragraph 2.1(a) of Practice Note No. 17/2005 ("PN17"). (b) Paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1 for failing to make an immediate announcement in respect of the following defaults in payment of credit facilities :- Lender Type of facility Balance outstanding (RM) Net Assets Date of letter of demand Date of announcement Bank Pembangunan Malaysia Berhad Term Loan 10,548,788
(as at Sept 08) 23% 16 Sept 2008 19 Dec 2008 Bai Istisna 29,236,322
(as at Sept 08) 63% Export-Import Bank of Malaysia Berhad Term Loan I & II 44,649,544
(as at 30 Nov 2008) 97% 11 Nov 2008 Kerisma Berhad & Malaysian Trustees Berhad Collateralized Loan Obligation 44,633,484
(as at 18 Oct 2007) 97% 30 Oct 2007
&
18 March 2008 12 Dec 2008
("the PN1 Default Breach").
NEPLINE was unable to provide the requisite solvency declaration to Bursa Securities upon announcement of the defaults in payment and made the First Announcement that the Company triggered the criterion in paragraph 2.1(f) of PN17 on 6 January 2009. (c) Paragraph 9.16(1)(a) of the LR for failing to ensure the solvency declaration in the Company's announcement dated 19 December 2008 that the Company will be able to pay the debt within a period not exceeding 12 months from the date of the announcement ("the Solvency Declaration") was accurate in view that the Solvency Declaration was subsequently retracted on 24 December 2008.
4. Bursa Securities also found the directors of NEPLINE to be in breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge the Company to commit the above breaches.
The directors found to be in breach and the penalties imposed are as follows :- No. Director Breach Penalty 1. Datuk Dr Nik Mohd Zain bin Hj. Omar
Executive Chairman / Director primarily responsible for NEPLINE's financial management
Resigned on 10 November 2009 Deviation Breach Public Reprimand & Fine of RM100,000 PN1 Default Breach Public Reprimand & Fine of RM100,000 Inaccurate Solvency Declaration Public Reprimand & Fine of RM50,000 Total Fines RM250,000 2. Muhamad Azmi bin Alwi
Executive Director (From 26 April 2004)
Managing Director (From 12 January 2005)
Resigned on 25 June 2009 Deviation Breach Public Reprimand & Fine of RM50,000 PN1 Default Breach Public Reprimand & Fine of RM50,000 Inaccurate Solvency Declaration Public Reprimand & Fine of RM25,000 Total Fines RM125,000 3. Dato' S. Mohd Haris bin S. Idrus
Independent & Non-Executive Director
Audit Committee Member
(From 31 January 2002)
Audit Committee Chairman
(From 17 November 2003)
Resigned on 15 May 2009 Deviation Breach Public Reprimand & Fine of RM25,000 PN1 Default Breach Public Reprimand Inaccurate Solvency Declaration Public Reprimand Total Fines RM25,000 4. Ahmed Azahari bin Hashim
Independent & Non-Executive Director
Audit Committee Member
(From 31 December 2001)
Audit Committee Chairman
(From 15 May 2009)
Resigned on 2 November 2009 Deviation Breach Public Reprimand & Fine of RM25,000 PN1 Default Breach Public Reprimand Inaccurate Solvency Declaration Public Reprimand Total Fines RM25,000 5. Dato' Tajol Urus bin Mat Zain
Independent & Non-Executive Director
(From 15 February 2006)
Resigned on 5 January 2009 PN1 Default Breach Public Reprimand 6. Hamdi bin Omar
Independent & Non-Executive Director
Audit Committee Member
(From 28 April 2008)
Resigned on 8 November 2009 PN1 Default Breach Public Reprimand
In respect of :-
(a) the Deviation Breach, the directors had failed to discharge their duties including to undertake reasonable assessment on the necessity to provide for the above Reversal of Profits, doubtful debts and impairment loss on the Company's vessels to ensure that the 4th QR 2008 was prepared to reflect the true and fair view of the state of affairs of the Company's financial position as at the financial year end 31 December 2008 and complies with paragraph 9.16(1)(a) of the LR.
There was gross negligence on the part of the directors in the discharge of their duties as it was noted that they were aware of the circumstances giving rise to the adjustments prior to their approval of the 4th QR 2008 but had failed to provide for the adjustments in the 4th QR 2008.
In particular, the directors were aware of the possibility of the Reversal of Profits and that such reversal may lead the Company to trigger the criterion under paragraph 2.1(a) of PN17 prior to the issuance of the 4th QR 2008. The representation that the Managing Director and Audit Committee relied on the Executive Chairman's representation that he had the external auditor's agreement to take up the adjustment in the 1st quarter of 2009 is not acceptable in the light of their knowledge of the circumstances and materiality of the impact of this adjustment and their roles and responsibilities.
The representation that the Audit Committee had relied on the management with regards to the preparation of the 4th QR 2008 is also not acceptable vis-�-vis the discharge of duties as a director and member of the audit committee in reviewing and approving the 4th QR 2008;
(b) the PN1 Default Breach, the representations that the Company was attempting to settle the payment via looking for alternative funding, negotiating for a restructured or repayment plan and had procured potential investors do not absolve the Company's and directors' obligation to make an immediate announcement of the defaults in payment in accordance with the LR; and
(c) the inaccurate Solvency Declaration, the directors had failed to provide reasonable explanation on the basis and undertake reasonable assessment in representing to the market on 19 December 2008 its ability to provide the Solvency Declaration resulting in the subsequent retraction of the Solvency Declaration on 24 December 2008.
4. The finding of breach and imposition of the above penalties on NEPLINE and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the factors giving rise to and materiality of the deviation, impact of the breaches and in relation to the directors, their awareness / knowledge and respective roles and responsibilities in the Company particularly pertaining to financial management, preparation and review of financial statements.
5. Bursa Securities views the above contraventions seriously as the requirement for companies to make timely and disclosure of material information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
Company Name: NEPLINE BERHAD
Stock Name: N/A
Date Announced: 19/01/2011
Announcement Detail:
Subject: PUBLIC REPRIMAND ON NEPLINE BERHAD
PUBLIC REPRIMAND AND TOTAL FINES OF RM425,000 ON 6 DIRECTORS
Contents: Breaches of paragraphs 9.03(1) and 9.04(l) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR") read together with paragraph 2.1(d) of Practice Note No. 1/2001 ("PN1"), paragraphs 9.16(1)(a) and 16.11(b) of the LR
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Nepline Berhad ("NEPLINE" or "the Company") for breaches of paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1 and paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breaches were committed while the Company was listed on the Official List of Bursa Securities.
2. Pursuant to paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1, a listed issuer must make an immediate announcement of default in payments of either interest or principal sums or both in respect of a credit facility, where the credit facility is 5% or more of the net assets of the listed issuer.
Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions. Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. NEPLINE had committed the following breaches of the LR :-
(a) Paragraph 9.16(1)(a) of the LR for failing to ensure that the 4th quarterly report for the financial year ended 31 December 2008 ("4th QR 2008") which was announced on 27 February 2009 took into account the adjustments as stated in the Company's announcement dated 30 April 2009 and letter dated 8 June 2009. ("the Deviation Breach") NEPLINE had reported an unaudited loss after taxation and minority interest of RM5.229 million for the financial year ended 31 December 2008. However, the Company had on 30 April 2009 reported an audited loss after taxation and minority interest of RM134.661 million. The difference of RM129.432 million between the unaudited and audited results for the financial year ended 31 December 2008 represents a variance of approximately 2,475%. The variance was mainly due to :- reversal of the sale of 1 unit of shipping vessel of RM58.835 million which had been accounted for in the Company's consolidated accounts for the financial year ended 31 December 2007 and gains on disposal of the investment in a wholly owned subsidiary, Nepline International Limited for the amount of RM12.183 million ("the Reversal of Profits"). In this regard, it is noted that the purchasers had failed to honour their obligations to pay the purchase price, the directors had resolved to terminate the agreements and lodged police reports against the purchasers prior to the issuance of the 4th QR 2008; allowance for doubtful debts amounting to RM27.4 million which had been long outstanding and provided due to the non-performing debtors' position; and impairment loss on the Company's vessels which were non-performing of RM17.847 million. The Company's shareholders' equity as reported in 4th QR 2008 was RM40.392 million or 55% of its issued and paid up capital of RM73.264 million. As a result of the adjustments, the audited shareholders' equity was a deficit of RM88.558 million and the Company triggered the criterion in paragraph 2.1(a) of Practice Note No. 17/2005 ("PN17"). (b) Paragraphs 9.03(1) and 9.04(l) of the LR read together with paragraph 2.1(d) of PN1 for failing to make an immediate announcement in respect of the following defaults in payment of credit facilities :- Lender Type of facility Balance outstanding (RM) Net Assets Date of letter of demand Date of announcement Bank Pembangunan Malaysia Berhad Term Loan 10,548,788
(as at Sept 08) 23% 16 Sept 2008 19 Dec 2008 Bai Istisna 29,236,322
(as at Sept 08) 63% Export-Import Bank of Malaysia Berhad Term Loan I & II 44,649,544
(as at 30 Nov 2008) 97% 11 Nov 2008 Kerisma Berhad & Malaysian Trustees Berhad Collateralized Loan Obligation 44,633,484
(as at 18 Oct 2007) 97% 30 Oct 2007
&
18 March 2008 12 Dec 2008
("the PN1 Default Breach").
NEPLINE was unable to provide the requisite solvency declaration to Bursa Securities upon announcement of the defaults in payment and made the First Announcement that the Company triggered the criterion in paragraph 2.1(f) of PN17 on 6 January 2009. (c) Paragraph 9.16(1)(a) of the LR for failing to ensure the solvency declaration in the Company's announcement dated 19 December 2008 that the Company will be able to pay the debt within a period not exceeding 12 months from the date of the announcement ("the Solvency Declaration") was accurate in view that the Solvency Declaration was subsequently retracted on 24 December 2008.
4. Bursa Securities also found the directors of NEPLINE to be in breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge the Company to commit the above breaches.
The directors found to be in breach and the penalties imposed are as follows :- No. Director Breach Penalty 1. Datuk Dr Nik Mohd Zain bin Hj. Omar
Executive Chairman / Director primarily responsible for NEPLINE's financial management
Resigned on 10 November 2009 Deviation Breach Public Reprimand & Fine of RM100,000 PN1 Default Breach Public Reprimand & Fine of RM100,000 Inaccurate Solvency Declaration Public Reprimand & Fine of RM50,000 Total Fines RM250,000 2. Muhamad Azmi bin Alwi
Executive Director (From 26 April 2004)
Managing Director (From 12 January 2005)
Resigned on 25 June 2009 Deviation Breach Public Reprimand & Fine of RM50,000 PN1 Default Breach Public Reprimand & Fine of RM50,000 Inaccurate Solvency Declaration Public Reprimand & Fine of RM25,000 Total Fines RM125,000 3. Dato' S. Mohd Haris bin S. Idrus
Independent & Non-Executive Director
Audit Committee Member
(From 31 January 2002)
Audit Committee Chairman
(From 17 November 2003)
Resigned on 15 May 2009 Deviation Breach Public Reprimand & Fine of RM25,000 PN1 Default Breach Public Reprimand Inaccurate Solvency Declaration Public Reprimand Total Fines RM25,000 4. Ahmed Azahari bin Hashim
Independent & Non-Executive Director
Audit Committee Member
(From 31 December 2001)
Audit Committee Chairman
(From 15 May 2009)
Resigned on 2 November 2009 Deviation Breach Public Reprimand & Fine of RM25,000 PN1 Default Breach Public Reprimand Inaccurate Solvency Declaration Public Reprimand Total Fines RM25,000 5. Dato' Tajol Urus bin Mat Zain
Independent & Non-Executive Director
(From 15 February 2006)
Resigned on 5 January 2009 PN1 Default Breach Public Reprimand 6. Hamdi bin Omar
Independent & Non-Executive Director
Audit Committee Member
(From 28 April 2008)
Resigned on 8 November 2009 PN1 Default Breach Public Reprimand
In respect of :-
(a) the Deviation Breach, the directors had failed to discharge their duties including to undertake reasonable assessment on the necessity to provide for the above Reversal of Profits, doubtful debts and impairment loss on the Company's vessels to ensure that the 4th QR 2008 was prepared to reflect the true and fair view of the state of affairs of the Company's financial position as at the financial year end 31 December 2008 and complies with paragraph 9.16(1)(a) of the LR.
There was gross negligence on the part of the directors in the discharge of their duties as it was noted that they were aware of the circumstances giving rise to the adjustments prior to their approval of the 4th QR 2008 but had failed to provide for the adjustments in the 4th QR 2008.
In particular, the directors were aware of the possibility of the Reversal of Profits and that such reversal may lead the Company to trigger the criterion under paragraph 2.1(a) of PN17 prior to the issuance of the 4th QR 2008. The representation that the Managing Director and Audit Committee relied on the Executive Chairman's representation that he had the external auditor's agreement to take up the adjustment in the 1st quarter of 2009 is not acceptable in the light of their knowledge of the circumstances and materiality of the impact of this adjustment and their roles and responsibilities.
The representation that the Audit Committee had relied on the management with regards to the preparation of the 4th QR 2008 is also not acceptable vis-�-vis the discharge of duties as a director and member of the audit committee in reviewing and approving the 4th QR 2008;
(b) the PN1 Default Breach, the representations that the Company was attempting to settle the payment via looking for alternative funding, negotiating for a restructured or repayment plan and had procured potential investors do not absolve the Company's and directors' obligation to make an immediate announcement of the defaults in payment in accordance with the LR; and
(c) the inaccurate Solvency Declaration, the directors had failed to provide reasonable explanation on the basis and undertake reasonable assessment in representing to the market on 19 December 2008 its ability to provide the Solvency Declaration resulting in the subsequent retraction of the Solvency Declaration on 24 December 2008.
4. The finding of breach and imposition of the above penalties on NEPLINE and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the factors giving rise to and materiality of the deviation, impact of the breaches and in relation to the directors, their awareness / knowledge and respective roles and responsibilities in the Company particularly pertaining to financial management, preparation and review of financial statements.
5. Bursa Securities views the above contraventions seriously as the requirement for companies to make timely and disclosure of material information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
N/A - Listing Circular
Announcement Type: Listing Circular
Company Name: PRIME UTILITIES BERHAD
Stock Name: N/A
Date Announced: 19/01/2011
Announcement Detail:
Subject: PUBLIC REPRIMAND ON PRIME UTILITIES BERHAD
PUBLIC REPRIMAND AND FINE OF RM25,000 ON 2 EXECUTIVE DIRECTORS
Contents: Breaches of paragraphs 9.16(1)(a) and 16.11(b) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Prime Utilities Berhad ("PRIME" or "the Company") for breach of paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breach was committed while the Company was listed on the Official List of Bursa Malaysia Securities Berhad.
2. Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. PRIME had breached paragraph 9.16(1)(a) of the LR for failing to ensure that the 4th quarterly report for the financial year ended 30 April 2009 ("4th QR 2009") which was announced on 30 June 2009 took into account the adjustments as stated in the Company's announcement dated 5 October 2009. PRIME had reported an unaudited profit after taxation and minority interest of RM598,000 for the financial year ended 30 April 2009 in the 4th QR 2009. However, the Company had on 28 August 2009 reported an audited loss after taxation and minority interest of RM3,937,000 in the annual audited accounts. The difference of RM4,535,000 between the unaudited and audited results for the financial year ended 30 April 2009 represents a variance of approximately 758.3%. The variance was mainly due to the allowance for doubtful debts of RM2.391 million in respect of advances due from a former subsidiary, Vega Builders Sdn. Bhd. ("Vega") which was outstanding since 31 October 2006 and under provision of finance costs of RM2.973 million in respect of late interest charges and interest charges incurred by the Company's term loan. 4. Bursa Securities also publicly reprimands Dato' Paduka Khairuddin Abu Hassan and Chan Kim Chee, the Executive Directors of PRIME for breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge the Company to commit the above breach.
In addition, a fine of RM25,000 is imposed on Dato' Paduka Khairuddin Abu Hassan who was the director primarily responsible for the financial management of PRIME.
The directors had failed to discharge their duties including to undertake reasonable assessment on the necessity to provide for the doubtful debts of Vega and ensuring appropriate provision of finance costs incurred by the Company so that the 4th QR 2009 was prepared to reflect the true and fair view of the state of affairs of the Company's financial position as at the financial year end 30 April 2009 and complies with paragraph 9.16(1)(a) of the LR.
5. The finding of breach and imposition of the above penalties on PRIME and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the factors giving rise to and materiality of the deviation, the impact of the breach and in relation to the directors, the roles and responsibilities of the respective directors in the Company particularly pertaining to the financial management, preparation and review of financial statements.
6. Bursa Securities views the above contravention seriously as the requirement for companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
Company Name: PRIME UTILITIES BERHAD
Stock Name: N/A
Date Announced: 19/01/2011
Announcement Detail:
Subject: PUBLIC REPRIMAND ON PRIME UTILITIES BERHAD
PUBLIC REPRIMAND AND FINE OF RM25,000 ON 2 EXECUTIVE DIRECTORS
Contents: Breaches of paragraphs 9.16(1)(a) and 16.11(b) of the Listing Requirements of Bursa Malaysia Securities Berhad ("LR")
1. Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands Prime Utilities Berhad ("PRIME" or "the Company") for breach of paragraph 9.16(1)(a) of the LR.
Enforcement proceedings were commenced against the Company notwithstanding that the Company had been de-listed as the breach was committed while the Company was listed on the Official List of Bursa Malaysia Securities Berhad.
2. Paragraph 9.16(1)(a) of the LR states that a listed issuer must ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.
3. PRIME had breached paragraph 9.16(1)(a) of the LR for failing to ensure that the 4th quarterly report for the financial year ended 30 April 2009 ("4th QR 2009") which was announced on 30 June 2009 took into account the adjustments as stated in the Company's announcement dated 5 October 2009. PRIME had reported an unaudited profit after taxation and minority interest of RM598,000 for the financial year ended 30 April 2009 in the 4th QR 2009. However, the Company had on 28 August 2009 reported an audited loss after taxation and minority interest of RM3,937,000 in the annual audited accounts. The difference of RM4,535,000 between the unaudited and audited results for the financial year ended 30 April 2009 represents a variance of approximately 758.3%. The variance was mainly due to the allowance for doubtful debts of RM2.391 million in respect of advances due from a former subsidiary, Vega Builders Sdn. Bhd. ("Vega") which was outstanding since 31 October 2006 and under provision of finance costs of RM2.973 million in respect of late interest charges and interest charges incurred by the Company's term loan. 4. Bursa Securities also publicly reprimands Dato' Paduka Khairuddin Abu Hassan and Chan Kim Chee, the Executive Directors of PRIME for breach of paragraph 16.11(b) of the LR for permitting knowingly or where they had reasonable means of obtaining such knowledge the Company to commit the above breach.
In addition, a fine of RM25,000 is imposed on Dato' Paduka Khairuddin Abu Hassan who was the director primarily responsible for the financial management of PRIME.
The directors had failed to discharge their duties including to undertake reasonable assessment on the necessity to provide for the doubtful debts of Vega and ensuring appropriate provision of finance costs incurred by the Company so that the 4th QR 2009 was prepared to reflect the true and fair view of the state of affairs of the Company's financial position as at the financial year end 30 April 2009 and complies with paragraph 9.16(1)(a) of the LR.
5. The finding of breach and imposition of the above penalties on PRIME and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the factors giving rise to and materiality of the deviation, the impact of the breach and in relation to the directors, the roles and responsibilities of the respective directors in the Company particularly pertaining to the financial management, preparation and review of financial statements.
6. Bursa Securities views the above contravention seriously as the requirement for companies to submit financial statements that are factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions in accordance with the LR is one of the fundamental obligations of companies listed on the Official List of Bursa Securities.
WILLOW - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: WILLOWGLEN MSC BERHAD
Stock Name: WILLOW
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back: 19/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 104,400
Minimum price paid for each share purchased ($$): 0.385
Maximum price paid for each share purchased ($$): 0.395
Total consideration paid ($$): 40,866.44
Number of shares purchased retained in treasury (units): 104,400
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 4,151,700
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.70
Company Name: WILLOWGLEN MSC BERHAD
Stock Name: WILLOW
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back: 19/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 104,400
Minimum price paid for each share purchased ($$): 0.385
Maximum price paid for each share purchased ($$): 0.395
Total consideration paid ($$): 40,866.44
Number of shares purchased retained in treasury (units): 104,400
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 4,151,700
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 1.70
OMEDIA - General Announcement
Announcement Type: General Announcement
Submitting Merchant Bank: PM SECURITIES SDN BHD
Company Name: ORIENTED MEDIA GROUP BERHAD (ACE Market)
Stock Name: OMEDIA
Date Announced: 19/01/2011
Announcement Detail:
Type: Announcement
Subject: ORIENTED MEDIA GROUP BERHAD ("OMEDIA")
PROPOSED PRIVATE PLACEMENT OF UP TO 14,171,900 NEW ORDINARY SHARES OF RM0.10 EACH IN OMEDIA REPRESENTING UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OMEDIA ("PROPOSED PRIVATE PLACEMENT")
Contents: We refer to the announcements dated 29 December 2010, 6 January 2011, 7 January 2011 and 18 January 2011 in relation to the above matter.
On behalf of the Board of Directors of Omedia, PM Securities Sdn Bhd wishes to announce that the Proposed Private Placement has been completed with the listing of the 13,600,000 Placement Shares on 19 January 2011.
This announcement is dated 19 January 2011.
Submitting Merchant Bank: PM SECURITIES SDN BHD
Company Name: ORIENTED MEDIA GROUP BERHAD (ACE Market)
Stock Name: OMEDIA
Date Announced: 19/01/2011
Announcement Detail:
Type: Announcement
Subject: ORIENTED MEDIA GROUP BERHAD ("OMEDIA")
PROPOSED PRIVATE PLACEMENT OF UP TO 14,171,900 NEW ORDINARY SHARES OF RM0.10 EACH IN OMEDIA REPRESENTING UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF OMEDIA ("PROPOSED PRIVATE PLACEMENT")
Contents: We refer to the announcements dated 29 December 2010, 6 January 2011, 7 January 2011 and 18 January 2011 in relation to the above matter.
On behalf of the Board of Directors of Omedia, PM Securities Sdn Bhd wishes to announce that the Proposed Private Placement has been completed with the listing of the 13,600,000 Placement Shares on 19 January 2011.
This announcement is dated 19 January 2011.
GRANFLO - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 12/01/2011
Date of buy back to: 12/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 55,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 18,934.85
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 55,000
Total number of shares retained in treasury (units): 434,800
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 12/01/2011
Date of buy back to: 12/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 55,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 18,934.85
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 55,000
Total number of shares retained in treasury (units): 434,800
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
GRANFLO - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 13/01/2011
Date of buy back to: 13/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 75,200
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 25,670.27
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 75,200
Total number of shares retained in treasury (units): 510,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 13/01/2011
Date of buy back to: 13/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 75,200
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 25,670.27
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 75,200
Total number of shares retained in treasury (units): 510,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
GRANFLO - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 14/01/2011
Date of buy back to: 14/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 83,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 28,511.33
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 83,000
Total number of shares retained in treasury (units): 593,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 14/01/2011
Date of buy back to: 14/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 83,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.350
Total amount paid for shares purchased ($$): 28,511.33
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 83,000
Total number of shares retained in treasury (units): 593,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
GRANFLO - Notice of Shares Buy Back by a Company pursuant to Form 28A
Announcement Type: Notice of Shares Buy Back by a Company Pursuant to Form 28A
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 17/01/2011
Date of buy back to: 17/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 35,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.345
Total amount paid for shares purchased ($$): 11,924.85
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 35,000
Total number of shares retained in treasury (units): 628,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back from: 17/01/2011
Date of buy back to: 17/01/2011
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 35,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.345
Total amount paid for shares purchased ($$): 11,924.85
The name of the stock exchange through which the shares were purchased: Bursa Malaysia Securities Berhad
Number of shares purchased retained in treasury (units): 35,000
Total number of shares retained in treasury (units): 628,000
Number of shares purchased which were cancelled (units): 0
Total issued capital as diminished: 0
Date lodged with registrar of companies: 19/01/2011
Lodged by: Cospec Management Services Sdn. Bhd.
GRANFLO - Notice of Shares Buy Back - Immediate Announcement
Announcement Type: Notice of Shares Buy Back - Immediate Announcement
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back: 19/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 31,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.345
Total consideration paid ($$): 10,650.05
Number of shares purchased retained in treasury (units): 31,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 680,000
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.47
Company Name: GRAND-FLO SOLUTION BERHAD (ACE Market)
Stock Name: GRANFLO
Date Announced: 19/01/2011
Announcement Detail:
Date of buy back: 19/01/2011
Description of shares purchased: Ordinary shares of RM0.10 each
Currency: Malaysian Ringgit (MYR)
Total number of shares purchased (units): 31,000
Minimum price paid for each share purchased ($$): 0.340
Maximum price paid for each share purchased ($$): 0.345
Total consideration paid ($$): 10,650.05
Number of shares purchased retained in treasury (units): 31,000
Number of shares purchased which are proposed to be cancelled (units): 0
Cumulative net outstanding treasury shares as at to-date (units): 680,000
Adjusted issued capital after cancellation (no. of shares) (units): 0
Total number of shares purchased and/or held as treasury shares against the total number of outstanding shares of the listed issuer (%): 0.47
IPOWER - Dealing by Director in the Securities of the company Outside Closed Period
Announcement Type: General Announcement
Company Name: I-POWER BERHAD (ACE Market)
Stock Name: IPOWER
Date Announced: 19/01/2011
Announcement Detail:
Type: Announcement
Subject: Dealing by Director in the Securities of the company Outside Closed Period
Contents: The following Director has given notice of his dealings in the Securities of the Company Outside Closed Period as follows:-
Company Name: I-POWER BERHAD (ACE Market)
Stock Name: IPOWER
Date Announced: 19/01/2011
Announcement Detail:
Type: Announcement
Subject: Dealing by Director in the Securities of the company Outside Closed Period
Contents: The following Director has given notice of his dealings in the Securities of the Company Outside Closed Period as follows:-
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