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VISION
To be a branded and a preferred global
provider of trusted quality barrier
protection products.
OUR
MISSION
To apply the healthcare industry best practices
and technology to manufacture products of
superior standards, employing a well trained
and motivated workforce and collaborating with
vendors who share our business philosophy,
bearing in mind our focus on providing a safe
workplace, preserving our environment and
optimizing our financial returns to investors.
Our Core Values
PRODUCTIVITY
We produce efficiently RELATIONSHIP
at the lowest cost We build relationships that
inspire good ties, loyalty,
teamwork and reliability
INTEGRITY
We serve with honour and
professionalism through
honest and responsible
actions
DILIGENCE
ENVIRONMENT We work positively with
We take care of our commitment and dedication
environment for
our employees and
communities
WHAT’S
02
INSIDE
17 44
Corporate Profile Profile of the Key Management Statement of
Directors’ Responsibility
03 19
Corporate Information Sustainability Statement 45
Financial Statements
06 22
Chairman’s Statement Corporate Governance 121
Overview Statement List of Properties
08
Management Discussion and 37 122
Analysis Statement on Risk Analysis of Shareholdings
Management
10 and Internal Control 125
Key Financial Highlights Notice of Ninth Annual General
40 Meeting
11 Audit Committee Report
Profile of the Proxy Form
Board of Directors 43
Additional Compliance
Information
2 Careplus Group Berhad (896134-d)
annual report 2018
ABOUT
CAREPLUS GROUP BERHAD
CAREPLUS GROUP BERHAD (“the Company” or “CGB”) was listed on the ACE Market
of Bursa Securities on 6 December 2010. It has been in the glove business for almost 30 years and is
expanding its capacity to meet growing demands. We were incorporated in Malaysia on 30 March 2010
as a private limited company under the name of Careplus Group Sdn Bhd. Subsequently, on 5 April
2010, we converted our status from a private limited company to a public limited company to facilitate
our listing on the ACE Market of Bursa Securities.
We are principally an investment holding company whilst our subsidiaries are involved in the
manufacturing, processing and trading of gloves.
The Company and its subsidiaries (‘the Group” or “Careplus Group”) structure are shown below:
100%
Rubbercare
Protection
Careplus Products
Group Berhad Sdn Bhd
(896134-D)
100%
Careplus (M)
Sdn Bhd
100%
Masterclean
Technologies
Sdn Bhd
50%
+1 Share
Careglove
Global
Sdn Bhd
Careplus Group Berhad (896134-d)
annual report 2018
3
CORPORATE
INFORMATION
BOARD OF DIRECTORS
YEW NIENG CHOON FOONG KUAN MING
Non-Independent Non-Executive Chairman Senior Independent Non-Executive Director
north america
rubber gloves.
HEADING TO OUR
GLOBAL
BUSINESS...
Careplus Group Berhad (896134-d)
annual report 2018
5
europe
japan
middle east
india
malaysia
australia
south africa
CHAIRMAN’S
STATEMENT
Dear Shareholders, could pose a threat to the smaller players due to better
leverage advantage, the reduction of market players
On behalf of the Board of Directors potentially offer better business opportunities.
(“Board”), it is my pleasure to present Against this backdrop, the glove industry outlook
remains bright, and exciting although challenging.
to you the Annual Report of Careplus Challenges will keep us watchful and looking for better
Group for the financial year ended 31st ways to run the business. We are mindful of social
compliance, trade tensions, pressures on costs such
December 2018 (“FYE2018”). as hikes on gas tariffs, increasing wages, labor policies
and supply along with raw material and exchange rate
changes. We will work hard to have a better product mix,
Industry Outlook operational efficiencies, and leverage on technology in
Malaysia retains her position as the world market our manufacturing processes and system.
leader with over 60% of total global market share. The
Malaysian Rubber Glove Manufacturers’ Association Our Business Landscape
(MARGMA) projects demand growth between 8% to
10% per annum. This bodes well for the industry with We produce both latex and nitrile examination gloves
various factors such as greater hygiene awareness, with more lines producing nitrile gloves in 2018.
tighter healthcare regulations, ageing and growing Capacity utilisation for 2018 has also improved as
population with potential for increase in glove usage. In compared with 2017’s performance. In addition, the
recent years, the emergence of new market segments total annual capacity grew slightly from 3.9 billion
from food handling, industrial and other non-medical pieces to 4.1 billion pieces with the installation of a new
sectors have boosted the demand for gloves. In 2018, double former line in Careglove Global Sdn. Bhd.
the industry continued to achieve growth in total output
and sales revenue over the previous year. A total of 806 Our business strategy includes changing our product
million kilograms of rubber gloves (2017: 722 million types to those that can yield better profit margins. We
kilograms) were exported with export value of RM17.7 are also looking at producing more surgical gloves to
billion (2017: RM15.9 billion). (Source: MARGMA) expand our market base.
Mergers and acquisitions, both locally and Recruitment of labour remained a challenge in 2018
internationally, have taken place in 2018. While this as it has been in the previous year, especially in the
Careplus Group Berhad (896134-d)
annual report 2018
7
CHAIRMAN’S
STATEMENT
(CONT’D)
hiring of foreign workers. Stringent requirements and Non-Executive Directors and as members of the Audit
international pressure on the living condition of foreign Committee. I am confident that their vast expertise and
workers have introduced additional costs. We continue experience will complement and add to the diverse
to upgrade our automation processes. Whilst this has strengths of the Board.
helped to reduce our dependence on manual labour, it
has not been able to resolve the labour shortage problem
Sustainability
which has affected the entire glove manufacturing
industry. We hope that the new government will address The Group will sustain its business model by looking
the concerns of the manufacturers to allow the industry into the well-being and development of its employees
to flourish in a business-conducive environment. through various activities, programmes and training;
to continually improve and upgrade our system and
The ongoing price competition and capacity surpluses
processes to improve efficiency and reduce costs;
continue to put pressure on the industry which is
engaging proactively with our customers and potential
expected to extend into 2019. However, the robust
buyers, understand their needs and concerns and
glove demand should soften the impact of the surplus
collaborate to grow our business; to be a visible and
capacities. We will plan our capacity growth carefully
contributing partner in our community, supporting some
to match with the global demand and the needs of our
of their needs; and watching over our environment by
buyers.
ensuring our activities do not create any healthcare
Potential established buyers are imposing their own issues. Details of our efforts can be found in the
audit requirements which include adhering to their Sustainability Statement of this Annual Report.
code of conduct which has become a mandatory
requirement to do business. We are fully engaged with Prospects
such practices as it has become a global trend.
We are seeing healthy growth for our company despite
the challenges. We are gaining momentum slowly and
Corporate Development steadily to do better in the coming years. Business
There was no acquisition of properties or merger environment will remain tough this year 2019, but
exercises in the review period save for the following demand for gloves is expected to be strong as it is
development. a single use item and emerging countries have much
potential with low per capita consumption of gloves per
year. There will be good opportunities which will augur
Private Placement Exercise well for the Group.
On 12 January 2018, on behalf of the Board, RHB
Investment Bank Berhad announced that an application Appreciation
had been submitted to Bursa Malaysia Securities
I wish to extend my thanks and appreciation to my
Berhad to seek for its approval for an extension of time
colleagues at the Board level, management and staff
up to 30 July 2018 for the implementation of the Private
for their invaluable contributions and dedications to the
Placement in which the approval was obtained on 17
Group. From our humble beginning in 1988, we have
January 2018.
grown into an established player in the market with
The Company allotted and issued 10,000,000 ordinary more than 1,800 employees.
shares (Tranche 2) and 15,000,000 ordinary shares To the investors I wish to acknowledge their faith and
(Tranche 3) on 3 July 2018 and 27 July 2018 respectively trust in the Company. We will weather the ups and downs
under the Private Placement at an issue price of of the glove business which has proven to be resilient
RM0.215 per share, amounted to RM5,375,000.00. and recession proof. Please continue to invest into the
future of Careplus. My thanks and gratitude also goes
The Private Placement had been completed on 30 July
out to our other stakeholders for their steadfast support
2018.
and trust in us, especially our customers, bankers,
suppliers, auditors, various regulatory agencies and
Changes to the Board business associates.
MANAGEMENT DISCUSSION
AND ANALYSIS
MANAGEMENT DISCUSSION
AND ANALYSIS
(CONT’D)
from 86% (2017) to 89% (2018) of the full capacity of Automation and IT 4.0
4.14 billion, which was mainly contributed by Careplus
(M)’s higher utilisation rate of about 69% (2017) to 80% With our existing automation system for auto stripping
(2018). Careglove Global has successfully maintained and stacking, we have enhanced the efficiency by
their output rate of 93%. We expect this to be further installing vision cameras to minimize defective gloves.
utilised and/or utilise it for higher value products with At the same time, we have also put in motion sensors
increased output rate for all three factories in 2019. with the aim to reduce unnecessary wastage of
electricity generated by continuously running motorised
components.
Human Resource
IT technology is constantly in use to promote a
With the new approval for foreign workers in 2018, the paperless documentation system. We started using
production workforce was stable in most of the key the e-Quality Management System that was developed
operations. We have participated regularly in job fairs internally to replace our manual quality management
which were organised by the Manpower Department system.
of Negeri Sembilan, and conducted all year-round
open interviews to recruit more local workers. Training We have also started using RFID technology for the
remains as a priority to boost the competency of traceability of some of our products, and are studying
our employees. Essential training such as Good the options to implement fully for our products.
Manufacturing Practices (GMP) and 5S Concept
training were conducted as continuous improvement.
Safety and health training in compliance to Department Water and Environment
of Safety and Health were conducted for fire-fighting
and emergency evacuation, first aid & CPR and forklift We remain committed in our quest to recycle
competency. On the job training was conducted our wastewater. This year we are able to recover
throughout the whole year to train new workers. our wastewater for reuse to 24.3% of our group
consumption which is below our target of 35% recovery
rate. This has increased from 343,086 m3 in year 2017
to 559,346 m3 in year 2018. There are challenges
to handle in water recycling. We have added a new
recycling plant as the first plant will be upgraded and
did not manage to operate as scheduled. With better
efficiency and dedication, we should get closer to our
target this year otherwise it will be next year when the
upgraded recycling plant begins operation in the 2nd
half of 2019.
KEY FINANCIAL
HIGHLIGHTS
28,929
13,014
322,575
28,698
28,523
24,531
7,508
229,436
6,093
190,264
5,760
18,868
152,148
5,123
2018 2017 2016 2015 2014 2018 2017 2016 2015 2014 2018 2017 2016 2015 2014
101,927
12,563
97,975
3,166
92,930
7,021
159
6,814
60,620
3,773
46,778
2,837
-1,422
-1,918
2018 2017 2016 2015 2014 2018 2017 2016 2015 2014 2018 2017 2016 2015 2014
Careplus Group Berhad (896134-d)
annual report 2018
11
PROFILE OF THE
BOARD OF DIRECTORS
YEW NIENG CHOON He does not hold directorship in other public companies and
listed corporation. He attended all four (4) Board Meetings held
Non-Independent
during the financial year ended 31 December 2018.
Non-Executive Chairman
12 Careplus Group Berhad (896134-d)
annual report 2018
PROFILE OF THE
BOARD OF DIRECTORS
(CONT’D)
PROFILE OF THE
BOARD OF DIRECTORS
(CONT’D)
She began her career with United Overseas Bank (Malaysia) Bhd
(“UOB”) in the Merchant Services of the Credit Card Centre division.
Subsequently, she moved up to the Privilege Banking section as a
Customer Relationship Manager responsible for marketing and
handling a portfolio of high net worth customers. After gaining 3
years of experience in the banking industry, she joined the marketing
department in Careplus (M) and was promoted to the post of
Marketing Manager in 2004. In 2011, she was appointed Managing
Director of Rubbercare and holds the position to date. She also holds
the position of Marketing Director and oversees the marketing and
customer support functions.
Ms. Yew is the daughter of Chan Pek Harn @ Chan Wai Har, a
substantial shareholder of the Company and also the daughter of Yew
Nieng Choon who is our Chairman and substantial shareholder of the
YEW YEE PENG Company. Neither she has any conflict of interest with the Company
nor convicted on any offences within the past five (5) years. There
Non-Independent were no public sanctions or penalties imposed on her by the relevant
Executive Director regulatory bodies during the financial year ended 31 December 2018.
He does not have any family relationship with any Director and/
or major shareholder of the Company. Neither he has any conflict
of interest with the Company nor convicted on any offences within
the past five (5) years. There were no public sanctions or penalties
imposed on him by the relevant regulatory bodies during the financial
year ended 31 December 2018.
PROFILE OF THE
BOARD OF DIRECTORS
(CONT’D)
He attended all four (4) Board Meetings held during the financial year
ended 31 December 2018.
He does not have any family relationship with any Director and/
or major shareholder of the Company. Neither he has any conflict
of interest with the Company nor convicted on any offences within
the past five (5) years. There were no public sanctions or penalties
imposed on him by the relevant regulatory bodies during the financial
TAN CHUAN HOCK year ended 31 December 2018.
Independent
He attended all four (4) Board Meetings held during the financial year
Non-Executive Director
ended 31 December 2018.
Careplus Group Berhad (896134-d)
annual report 2018
15
PROFILE OF THE
BOARD OF DIRECTORS
(CONT’D)
Dr. Yee Chow Boi, a Malaysian, Male, aged 69, is our Independent
Non-Executive Director and was appointed to the Board on 1 June
2018. He is also a member of the Audit Committee. Dr. Yee obtained
a B.Agr.Sc. (Hon) First Class, a Ph.D. from Lincoln University, New
Zealand and a M.B.A. from Bath University, United Kingdom.
He attended two (2) Board Meetings during the financial year ended
31 December 2018 as he was appointed to the Board on 1 June 2018.
16 Careplus Group Berhad (896134-d)
annual report 2018
PROFILE OF THE
BOARD OF DIRECTORS
(CONT’D)
Ooi Leng Chooi, A.C.M.A., C.A. (M), CFP, a Malaysian, Male, aged
53, is a Chartered Accountant, a member of the Malaysian Institute of
Accountants (MIA) and a Certified Finance Planner (CFP). Mr. Ooi was
appointed to the Board as an Independent Non-Executive Director on
1 June 2018. He is also a member of the Audit Committee.
He does not have any family relationship with any Director and/
or major shareholder of the Company. Neither he has any conflict
of interest with the Company nor convicted on any offences within
the past five (5) years. There were no public sanctions or penalties
imposed on him by the relevant regulatory bodies during the financial
OOI LENG CHOOI year ended 31 December 2018.
Independent He attended two (2) Board Meetings during the financial year ended
Non-Executive Director 31 December 2018 as he was appointed to the Board on 1 June 2018.
Careplus Group Berhad (896134-d)
annual report 2018
17
PROFILE OF
THE KEY MANAGEMENT
* Mdm. Lim is the sister of Lim Kwee Shyan and the sister-in-law
of Ng Shu Si who is a major shareholder of the Company.
Date of
Appointment : 1 December 2014
Experience :
More than 19 years of experience in IT and
management.
* Mr. Khoo is the cousin of Lim Kwee Shyan and A Ley Lim.
Date of
Appointment : 4 March 2013
PROFILE OF THE
KEY MANAGEMENT
(CONT’D)
Experience :
More than 21 years of experience in Quality
Assurance.
Date of
Appointment : 1 December 2014
Date of
Appointment : 1 September 2011
Notes:
1. None of the key management has any directorships in other public companies and listed corporations.
2. Except for Mdm. Lim and Mr. Khoo, none of the other key management has any family relationship with any
director and/or major shareholder of the Company.
3. None of the key management has any conflict of interest with the Company.
4. None of the key management have been convicted of any offences in the past five (5) years or been imposed
on any public sanction or penalty by relevant regulatory bodies during the financial year ended 31 December
2018.
Careplus Group Berhad (896134-d)
annual report 2018
19
SUSTAINABILITY
STATEMENT
How do we sustain our business to continually deliver values to our stakeholders? The approach taken is 5-prong:
2 internal and 3 external. People and machinery are central to our business of producing reliable medical products.
We continually explore new and better ways to improve their performances. Strategizing our future by planning
from today is our approach for growth. Reliance on reputable buyers forms the vital prong to keep the revenue
flowing to sustain the operations. The year of 2018 set the tone of identifying new buyers to purchase our products
coming out of our new lines. Even as we grow in size we are aware of our impact on both the community and the
environment. These are the corporate responsibilities we undertake seriously. In greater details below, we shall
describe how we respond to the various issues to further sustain our activities for the well-being and relationship
of our employees, our customers, our community, our environment as well as our vendors, service providers, etc.
We continue to focus on the 5 areas of sustainability in our approach. Our employee, our business, our customers,
our community and our environment will have to interact well to be sustainable.
SUSTAINABILITY
STATEMENT
(CONT’D)
Sustaining our Business our customers continue to be the focal point of our
expansion.
The way forward is through strategic planning,
continuous automation and investing in research and We believe in adding value to glove feature and
development to improve our products. upholding glove quality. Our gloves comply to
international quality standards and undergo testing
1. We have implemented the IT 4.0 programs such by third party laboratories. With this in mind, we strive
as the ERP, MES, sensor detector system to to deliver products to meet the market needs and
automate our manufacturing processes. contribute to the Group’s earnings.
2. We have invested in our R&D department to study
the requirements of our customers as well as
undertake pilot projects to identify our capabilities
in customizing to customer orders.
SUSTAINABILITY
STATEMENT
(CONT’D)
Corporate Governance
Overview Statement
The Board of Directors (“the Board”) of Careplus Group Berhad (“Careplus” or “the Company”) is committed towards
ensuring good corporate governance practices are implemented and maintained throughout the Company and its
subsidiaries (“the Group”) as a fundamental part of discharging its duties to enhance shareholders’ values consistent
with the broad principles, intended outcomes, guidance and recommendations for good corporate governance
and best practices for listed Companies as set out in the Malaysian Code on Corporate Governance (“MCCG”),
the ACE Market Listing Requirements (“ACE LR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the
Corporate Governance Guide.
This Corporate Governance Overview Statement (“the Statement”) should be read together with the Corporate
Governance Report (“CG Report”) which is available on the Group’s website, www.careplus.com, as well as via an
announcement on the website of Bursa Securities.
To ensure the effective discharge of the Board’s functions and responsibilities, the Board delegates the day-
to-day management of the Group’s business to the Management. The Executive Director cum Group Chief
Executive Officer (“ED/GCEO”) is responsible for the implementation of the Board’s decisions and the day-
to-day operations of the Group’s business and operational efficiency.
The Board approves the strategy and business plan presented by the Management and also reviews the
strategic direction on a quarterly basis and guides the Group in promoting its core values, policies and meeting
targets and objectives.
The Board is expected to act in a professional manner and discharge their duties with high ethical values,
honesty and accountability with strong commitment to good corporate governance practices. The Board
Charter sets out the composition and balance, roles and responsibilities, operations and processes of the
Board and Board Committees. All Board members are aware of their duties and responsibilities.
The Chairman of the Board, Mr. Yew Nieng Choon, holds a Non-Executive position and he is primarily
responsible for matters pertaining to the Board and ensure the orderly conduct and performance of the Board.
The Chairman is committed to good corporate governance practices and has been leading the Board towards
high performing culture.
The role of Chairman of the Board is stated clearly on the Board Charter, which is available at the Company’s
website at www.careplus.com.
Careplus Group Berhad (896134-d)
annual report 2018
23
Corporate Governance
Overview Statement
(CONT’D)
The Chairman and the ED/GCEO are held by two different individuals. The Chairman of the Board, Mr. Yew
Nieng Choon who is a Non-Independent Non-Executive Director, he is responsible for the leadership of the
Board, whereas the ED/GCEO, Mr. Lim Kwee Shyan leads the management of the Group. The ED/GCEO has
overall responsibility for the operating units and the implementation of the Board’s policies and decisions.
The distinct and separate roles and responsibilities of the Chairman and ED/GCEO are clearly stated on the
Board Charter, which is available at the Company’s website at www.careplus.com.
The Board is supported by a qualified and competent Company Secretary. Our Company Secretary is a
member of the Malaysian Association of Companies Secretaries and is holding a professional certificate as
qualified Company Secretary under the Malaysian Companies Act 2016. She possesses over 25 years of
experience in corporate secretarial practices.
The Board acknowledges that the Company Secretary plays an important role and will ensure that the Company
Secretary fulfils the functions for which she has been appointed.
During the financial year ended 31 December 2018 (“FYE 2018”), all Board and Committees meetings were
properly convened, and accurate and proper records of the proceedings and resolutions passed were taken
and maintained in the statutory records of the Company.
Overall, the Board is satisfied with the service and support rendered by our Company Secretary to the Board
in the discharge of her functions.
All Directors have unrestricted access to the advice and services of the Company Secretary to enable them
to discharge their duties effectively. The Company Secretary also keeps the Directors and Principal Officers
informed of the closed period for dealings in the Company’s shares.
24 Careplus Group Berhad (896134-d)
annual report 2018
Corporate Governance
Overview Statement
(CONT’D)
The Board recognises that the decision-making process is highly dependent on the quality of information
furnished. In furtherance of this, every Director has full and restricted access to the information pertaining to
the Group’s business and affairs to enable the Directors to discharge their duties effectively.
The Board and/or Board Committees meeting papers are prepared and circulated to the Directors and/or
Board Committees Members at least five (5) working days before the Board and Board Committee meetings.
This is to ensure that the Directors have sufficient preparation time and information to make an informed
decision at each Board meeting.
Members of Senior Management may be invited to attend the Board and/or Board Committees meetings to
report on areas of which are within their responsibility for the Board’s decision making and effective discharge
of the Board’s responsibilities.
The Board Charter sets out the composition and balance, roles and responsibilities, operations and processes
of the Board. The Board Charter serves as a primary reference point on governance matters for Directors and
to ensure that all Board members are aware of their duties and responsibilities.
The Board Charter entrust Board members and employees to apply the principles and practices of good
corporate governance in all of their dealings in respect of and on behalf of the Company; to help foster a
culture of honesty and accountability and uphold the core values of integrity when dealing with ethical issues.
The Board Charter is available on the Company’s website at www.careplus.com.
The Board Charter was reviewed and revised by the Board on 22 November 2018. The Board Charter will
be periodically reviewed to ensure the Board Charter remains consistent with the Board’s objectives, current
law and practices.
The Board has adopted a Code of Conduct for Directors and employees towards their day-to-day duties
and operations of the Group. It sets out the ethical standards and underlying core ethical values to guide
actions and behaviours of all Directors and employees which are formalised in the company handbook and
incorporated in the Board Charter.
Management and employees are expected to observe high standards of integrity and fair dealing in relation
to customers, business partners, staff and regulators in the network locations where the Company operates.
The Board will review the Code of Ethics and Conduct regularly to ensure that it continues to remain relevant
and appropriate.
Careplus Group Berhad (896134-d)
annual report 2018
25
Corporate Governance
Overview Statement
(CONT’D)
In order to strengthen corporate governance practices across the Group, a Whistle Blowing Policy was
formalised on 17 May 2013 with the intention to promote the highest standard of corporate governance and
business integrity that provides avenue for all employees of the Group and members of the public to raise
concerns or disclose any improper conduct committed or about to be committed by any employees through
the channels provided and to take appropriate action to resolve them effectively.
The aim of this policy is to promote and encourage the reporting of such matters in good faith with the
confidence that the staff making such reports will be protected from any retaliation in the form of dismissal,
harassment or discrimination at work, or any action in court, in respect of disclosure made by the whistle
blower to the regulators.
The control environment sets the tone for the Group and is driven by an effective Board consisting of competent
individuals with appropriate specialised skills and knowledge to ensure capable management of the Group.
The appointment of Independent and Non-Independent Directors are carefully considered to ensure that the
Board is well balanced on views, advice, judgment and decision making.
The Board currently has eight (8) members as set out in the table below:-
Half of the Board comprises Independent Non-Executive Directors as recommended by Practice 4.1 of the
MCCG. The Board is of the view that the current composition of the Board ensures that views, consideration,
judgement and discretion exercised by the Board in decision making remains objective and independent.
26 Careplus Group Berhad (896134-d)
annual report 2018
Corporate Governance
Overview Statement
(CONT’D)
The MCCG recommends that the tenure of an Independent Non-Executive Director shall not exceed a
cumulative term of nine (9) years. The Company does not have tenure limits for Independent Directors and the
Board is of the opinion that the ability of an Independent Director to exercise his independence and objective
judgment in Board deliberations shall not be a function of his length of service as an Independent Director.
During the FYE 2018, none of our Director has served the board as an Independent Non-Executive Director
of the Company for a cumulative term of more than nine (9) years.
The Board through the Nomination Committee (“NC”) is responsible for reviewing recommendations of any
new appointments to the Board. In reviewing these recommendations, the NC considers the required mix of
skills and experiences which the Directors would bring to the Board and his or her time commitment. Any
new nomination is to be reviewed by NC and subsequently recommended to the Board for assessment and
endorsement.
The key task of the NC is to ensure that the Company recruits and retains the best available Executive and
Non-Executive Directors who are competent and are able to guide the Company to meet its strategy and
business plan.
The Group is an equal opportunity employer and does not practice discrimination of any form, whether based
on age, gender and ethnicity throughout the organisation.
The Group will continue to identify suitable candidates for appointment to the Board based on merit,
competence and contribution that each potential candidate can bring to further strengthen the Board. The
evaluation of the suitability of candidates as Board members is solely based on the candidates’ competency,
character, time commitment, knowledge and experience in meeting the needs of the Group.
The Board currently has one (1) female Board Member namely Ms. Yew Yee Peng.
4.5 NC
The NC of the Company comprises the following members, all being Non-Executive Directors and majority
of whom are Independent Non-Executive Directors:-
The NC also assists the Board in its annual review of the required mix of skills and experience and other qualities
including core competencies which Directors should bring to the Board and to assess the effectiveness of
the Board as a whole, as well as, look into succession planning, boardroom and gender diversity and training
courses.
Careplus Group Berhad (896134-d)
annual report 2018
27
Corporate Governance
Overview Statement
(CONT’D)
4.5 NC (Cont’d)
The NC meets as and when required. The NC met twice (2) during the FYE 2018 and NC undertook the
following activities:-
a) Evaluated the balance of skills, knowledge and experience of the Board. Carried out the assessment
and rating of each Director’s performances against the criteria as set out in the annual assessment
form. The performance of Non-Executive Directors was also carefully considered, including whether
he could devote sufficient time to the role;
b) Undertaken an effectiveness evaluation exercise of the Board and its Committees as a whole with the
objective of assessing its effectiveness;
c) Reviewed and assessed the independence of the Independent Directors of the Company;
e) Assessed and recommended to the Board for approval on the re-election of Directors who were due
to retire at the AGM pursuant to the Company’s Constitution; and
f) Reviewed the background and merit of Dr. Yee Chow Boi and Mr. Ooi Leng Chooi, the newly appointed
Independent Non-Executive Directors.
The assessment considered the contribution and performance of Directors on their competency, time
commitment, integrity and experience in meeting the needs of the Group and suggestions to enhance Board
effectiveness. The evaluation process involves a peer and self-review assessment, where Directors assessed
their own and also their fellow Directors’ performance and was led by the Chairman of NC.
The Constitution of the Company provides that one-third (1/3) of the Directors are required by rotation to
submit themselves for re-election by shareholders at every Annual General Meeting (“AGM”) at least once in
every three (3) years.
In accordance with Clause 106 of the Company’s Constitution, all Directors who are appointed by the Board
during the financial year are subject to retirement and re-election by the shareholders at the AGM following
their appointment. Hence, the NC had recommended to the Board for the re-election of the following Directors
at the forthcoming AGM of the Company:-
The NC has also noted the contribution of each the following Directors who will be retiring by rotation pursuant
to Clause 103 of the Company’s Constitution and being eligible, have consented to be re-elected. The NC
has recommended to the Board for their re-election at the forthcoming AGM of the Company:
Corporate Governance
Overview Statement
(CONT’D)
The NC conducts an annual evaluation to determine the effectiveness of the Board, its Committees and each
individual director. The process is carried out via customised assessment forms sent to directors pertaining
to the following evaluation:
Assessment criteria covers the financial performance and business operations, strategic, operations
management and business plans, product development, conformance and compliance, stakeholders’ relations,
employee training and development, succession planning, attendance, preparation and contribution to the
committee meetings and personal input to the role.
The assessment forms duly completed by Directors and/or AC were collated by the Company Secretary and
tabled to the NC and/or AC for review before tabling the same for the Board’s deliberation/notation.
The Board met four (4) times during the FYE 2018. Details of their attendance are as follows:-
To ensure that the Directors have the time to focus and fulfill their roles and responsibilities effectively, one of
the criteria is that they must not hold directorships of more than five (5) public listed companies. The Directors
are required to notify the Chairman before accepting any new directorship.
Overall, the Board is satisfied with the level of time commitment given by the Directors of the Company
towards fulfilling their duties and responsibilities. This is evidenced by the attendance record of the Directors
as set out herein above.
Careplus Group Berhad (896134-d)
annual report 2018
29
Corporate Governance
Overview Statement
(CONT’D)
The records of attendance for Board Committees’ Meetings held during the FYE 2018 are as follows:-
Audit Committee
Nomination Committee
Remuneration Committee
To facilitate the Directors’ time planning, the Board and Board Committees’ meetings calendar was prepared
in advance for each new calendar year by the Company Secretary. The calendar provides the Directors with
scheduled dates for meetings of the Board and Board Committees as well as the AGM. The closed periods
for dealings in securities by Directors and principal officers based on the scheduled dates of meetings for
making announcements of the Group’s quarterly results were also provided therein.
The deliberations and conclusions of matters discussed in the Board or Board Committees meetings are duly
recorded in the minutes of meetings. The draft minutes of which is circulated for the Board or Committee
Chairman’s review within a reasonable timeframe after the meeting. The meeting minutes accurately captured
the deliberations and decisions of the Board and/or the Board Committees, including whether any Director
abstains from voting or deliberating on a particular matter.
All the records of proceedings and resolutions passed are kept at the registered office of the Company.
30 Careplus Group Berhad (896134-d)
annual report 2018
Corporate Governance
Overview Statement
(CONT’D)
The Directors will continue to undergo relevant training programmes, courses, talks, conferences and seminars
to keep abreast of relevant changes in laws and regulations, development in the industry in order to further
enhance their skills and knowledge.
During the FYE 2018, all Directors of the Company attended an in-house training session conducted by the
Company Secretary on the New Constitution under the Companies Act 2016. In addition, the Directors have
also attended the following seminars and conferences:-
Corporate Governance
Overview Statement
(CONT’D)
The Board through the Remuneration Committee (“RC”) had established formal and transparent remuneration
policies and procedures to attract and retain its Directors. The Remuneration Policy is available at the
Company’s website at www.careplus.com.
The Board determines the remuneration of Executive Directors and Non-Executive Directors by taking into
consideration the recommendations of the RC. Each Director shall abstain from the deliberation and voting
on matters pertaining to their own remuneration. The aggregate amount of Directors’ fees to be paid to Non-
Executive Directors is subject to the approval of the shareholders at the AGM.
Non-Executive Directors of the Company will be paid a basic fee as ordinary remuneration based on their
responsibilities in the Board and Board committees, their attendance and/or special skills and expertise
contributed to the Board. The fee shall be fixed in sum and not by a commission on or percentage of profits
or turnover.
6.2 RC
The RC comprises the following members, majority of whom are Independent Non-Executive Directors:-
The RC was established to play an essential role in overseeing the quality of the remuneration for Executive and
Non-Executive Directors of the Group. The Group’s remuneration policies and outcomes strike an appropriate
balance between the interests of the shareholders, and rewarding the Group’s executives and employees, and
the human resources policies are consistent with and complementary to the strategic direction and objectives
of the Group as determined by the Board.
The RC ensures that the level of remuneration for Executive and Non-Executive Directors of the Group are
fairly and responsibly, and that it reflects the commitment of the Director concerned. The remuneration
packages for Executive Directors are based on their executive functions and responsibilities, as well as the
contributions and performance of each member to the Group’s performance.
Corporate Governance
Overview Statement
(CONT’D)
The details of the remuneration of the Directors of the Company and the Group during the FYE 2018 are as
follows:-
The Group:
Benefits Meeting
Name of Fees Salaries in Kind Allowance Bonus Others Total
Directors RM RM RM RM RM RM RM
Non-Executive Directors:
Yew Nieng Choon 120,000 – – 2,000 – – 122,000
Foong Kuan Ming 60,000 – – 2,000 – – 62,000
Tan Chuan Hock 60,000 – – 2,000 – – 62,000
Dr. Yee Chow Boi
(appointed on 1 24,500 – – 1,000 – – 25,500
June 2018)
Ooi Leng Chooi
(appointed on 1 24,500 – – 1,000 – – 25,500
June 2018)
Executive Directors:
Lim Kwee Shyan – 550,206 23,950 – 120,392 130,014 824,562
Yew Yee Peng – 183,000 2,321 – 20,537 47,253 253,111
Loo Teck Looi – 352,704 – – 85,135 85,782 523,621
TOTAL 289,000 1,085,910 26,271 8,000 226,064 263,049 1,898,294
Careplus Group Berhad (896134-d)
annual report 2018
33
Corporate Governance
Overview Statement
(CONT’D)
The Company:
Benefits Meeting
Name of Fees Salaries in Kind Allowance Bonus Others Total
Directors RM RM RM RM RM RM RM
Non-Executive Directors:
Yew Nieng Choon 120,000 – – 2,000 – – 122,000
Foong Kuan Ming 60,000 – – 2,000 – – 62,000
Tan Chuan Hock 60,000 – – 2,000 – – 62,000
Dr. Yee Chow Boi
(appointed on 1 24,500 – – 1,000 – – 25,500
June 2018)
Ooi Leng Chooi
(appointed on 1 24,500 – – 1,000 – – 25,500
June 2018)
Executive Directors:
Lim Kwee Shyan – – – – – – –
Yew Yee Peng – – – – – – –
Loo Teck Looi – – – – – – –
TOTAL 289,000 – – 8,000 – – 297,000
The remuneration of the Senior Management of the Company during the FYE 2018 are as follows:-
Due to confidentiality and sensitivity of the remuneration package of our Senior Management as well as
security concerns, the Company opts not to disclose the Senior Management’s remuneration components
on named basis in the bands of RM50,000.
The Board is of the view that the disclosure of Senior Management’s remuneration components would not be
in the best interest of the Company given the competitive human resources environment as such disclosure
may give rise to recruitment and talent retention issues.
34 Careplus Group Berhad (896134-d)
annual report 2018
Corporate Governance
Overview Statement
(CONT’D)
The AC comprises five (5) members, all of whom are Non-Executive Directors with a majority of them being
Independent Non-Executive Directors. The AC is chaired by an Independent Non-Executive Director who is
not a Chairman of the Board. All members of the AC are financially literate, whilst the Chairman of the AC is
a member of the Malaysian Institute of Accountants. The AC has full access to both the Internal and External
auditors who, in turn, have access at all times to the Chairman of the AC.
The Board maintains a transparent and professional relationship with the Group’s External Auditors through
the AC. The criteria for the External Auditors assessment include quality of services, sufficiency of resources,
communication and interaction, audit planning, independence, objectivity and professional scepticism. In
determining the independence of the external auditors, the AC reviewed and assessed all aspects of their
relationships with them including the processes, policies and safeguards adopted by the Group and the
external auditors relating to audit independence. The AC also reviewed and assessed the external auditor’s
performance and independence.
The AC meets the External Auditors to review the scope and adequacy of the audit process, updates on the
financial reporting standards, the financial statements and their audit findings.
In addition, the External Auditors are invited to attend the Company’s AGM so that they are available to answer
any questions from shareholders on the conduct of the statutory audit and the contents of the Annual Audited
Financial Statements.
The AC also reviewed and considered the proposed audit fees and recommended to the Board for approval.
The audit fees to the External Auditors for the services rendered to the Group for the FYE 2018 amounted to
RM182,000.
Audit Oversight Board requires that the engagement partner involved in the external audit should not remain
in a key audit role beyond five (5) years and cannot be re-engaged to play a significant role in the audit of the
Company for at least another two (2) successive years. The External Auditors have declared their independence
to the Group and their compliance with current By-Laws (on professional ethics, conduct and practice) of the
Malaysian Institute of Accountants – Section 290.
The Board acknowledges its responsibility for maintaining a sound system of risk management and internal
controls in the Company and the Group. These controls provide reasonable but not absolute assurance
against material misstatement, loss or fraud.
The Directors are responsible for the Group’s system of internal controls. The internal control covers the financial
and non-financial aspects including risks assessment. It also encompasses compliance and operational
controls, as well as risks management matters. The Group has formalised Standard Operating Procedures
which take into consideration the adequacy and integrity of the system of internal control.
The internal auditors of the Group assist the AC and the Board in providing independent assessment on the
adequacy, efficiency and effectiveness of the Group’s internal control system.
The details of the Company’s internal control processes are set out in the Statement on Risk Management
and Internal Control of this Annual Report.
Careplus Group Berhad (896134-d)
annual report 2018
35
Corporate Governance
Overview Statement
(CONT’D)
The AC is assisted by a team of in-house Internal Audit taskforce (“Internal Auditors”) to discharge its duties
and responsibilities of ensuring the Group is operating with adequate risk management function and sound
internal control system in place. The internal audit functions are conducted accordance to the Internal Audit
Plan approved by the AC. The Internal Auditors uses the ISO auditing standard and Committee of Sponsoring
Organisations of the Treadway Commission (COSO) Internal Control – Integrated Framework as a basis for
evaluating the effectiveness of the internal control system.
The Group appointed Sterling Business Alignment Consulting Sdn. Bhd. (“Sterling”), an independent
professional consulting firm, to conduct an Independent Quality Assessment on the internal audit functions
conducted for the FYE 2018. Sterling is free from any relationship or conflict of interest, which could impair
their objectivity and independence.
Information on the Group’s Risk Management and Internal Control is presented in the Statement on the Risk
Management and Internal Control set out in this Annual Report.
A Corporate Disclosure Policy was formalised on 28 May 2014 to promote comprehensive, accurate and
timely disclosures pertaining to the Company and the Group to regulators, shareholders and stakeholders.
The Board is committed to provide shareholders and investors with accurate, useful and timely information
about the Company’s businesses, operations and financial performance of the Group and where necessary,
information filled with regulators is in accordance with the applicable legal and regulating requirements.
Shareholders will receive regular communication from the Company through the release of quarterly reports
to Bursa Securities and annual reports. In addition, the Company will communicate other information to the
shareholders by way of press releases or announcement to Bursa Securities as and when necessary.
The Board has also established a dedicated section on the Company’s website at www.careplus.com for
corporate information on the Company’s announcements, financial information, annual reports, quarterly
reports, and share prices which are accessible to public. The website acts as a key communication channel
for the Company to reach its shareholders and general public.
The Investor Relations section on the company website enhances the investor relations function, shareholders
and the general public may direct their enquiries by contacting the Company’s Investor Relations which is
available at the website www.careplus.com/request/.
Shareholders can also access historical data and stocks chart information by clicking on the subject matter
in the website.
36 Careplus Group Berhad (896134-d)
annual report 2018
Corporate Governance
Overview Statement
(CONT’D)
The Company dispatched its notice of AGM to shareholders at least twenty-eight (28) days before the meeting
to enable shareholders to go through the Annual Report and papers supporting the resolutions proposed.
The AGM serves as the principal forum for direct interaction and dialogue between the shareholders, the
Board and the management. The AGM provides an opportunity for the shareholders to seek and clarify any
issues and to have a better understanding of the Group’s performance and other matters of concern. During
the AGM, the ED/GCEO also provided shareholders with a brief overview of the Company performance and
operations. Shareholders are encouraged to actively participate in the question and answer session. The
Board, senior management and the external auditors will be present to answer and provide appropriate
clarifications at the meeting.
At the AGM and/or other general meetings, all resolutions put forth for shareholders’ approval at the meeting
will be voted by poll of which the votes shall be validated by an independent scrutineer appointed by the
Company. The outcome of all resolutions proposed at the general meeting is announced to Bursa Securities
at the end of the meeting day.
A summary of key matters discussed at the AGM, if any, will be published on the Company’s website for the
shareholders’ information.
It has always been the Company’s practice to maintain good relationship with its shareholders. Major
corporate developments and happenings in the Company have always been duly and promptly announced
to the shareholders, in line with Bursa Securities’ objectives of ensuring transparency and good corporate
governance practices.
At the Eighth AGM of the Company, all Directors present in person to engage directly with the shareholders.
The Board has deliberated, reviewed and approved this statement. The Board considers and is satisfied that to the
best of its knowledge the Company has fulfilled its obligations under the MCCG, the relevant chapters of the ACE
LR of Bursa Securities on corporate governance and all applicable laws and regulations throughout the FYE 2018.
The Board recognises that there are always opportunities for improvement in its corporate governance activities in
order for the Group to continue to engender trust and confidence amongst stakeholders.
Careplus Group Berhad (896134-d)
annual report 2018
37
Introduction
The Board of Directors (“the Board”) of Careplus Group Berhad (“the Company”) is pleased to provide present
the Statement on Risk Management and Internal Control of the Company and its subsidiaries (“the Group”) which
outlines the nature and scope risk management and the internal control systems of the Group for the financial year
ended 31 December 2018 (“FYE 2018”) pursuant to Rule 15.26(b) of the ACE Market Requirements of Bursa Malaysia
Securities Berhad, Malaysian Code on Corporate Governance (“MCCG”) and “Statement on Risk Management and
Internal Control: Guidelines for Directors of Listed Issuers”.
Board Responsibility
The Board acknowledges its overall responsibility for the Group’s risk management and internal control system to
safeguard shareholders’ investment and the Group’s assets as well as reviewing its effectiveness, adequacy and
integrity on a regular basis.
The system of internal control covers governance, risk management, financial, organizational, operational and
compliance controls. However, due to the limitations that are inherent in any system of internal control, the Group’s
system of internal control is designed to manage, rather than eliminate the risk of failure to achieve the corporate
objectives. Accordingly, it only provides reasonable but not absolute assurance against material misstatement or loss.
The Board, through the Audit Committee (“AC”), implement the risk management and internal control practices
within the Group Management is required to apply good judgement in assessing the risks faced by the Group,
assessing the Group’s ability to reduce the incidence and impact of risks.
Risk Management
The Group has established an on-going process to identify, evaluate and manage significant risks faced by the
Group and its achievement of objectives and strategies. The process involves, amongst others, up-dating the risk
registry and internal control documentation when there are changes to business environment or regulatory guidelines.
The Board is of the view that the system of risk management and internal control are in place for the year under review
and up to the date of approval of this statement. The risk management and internal control systems are sound and
sufficient to safeguard the shareholders’ investment, the interests of customers, regulators and employees, ad the
Group’s assets. Notwithstanding this, the Board is vigilant and continues to review the effectiveness and adequacy
of the systems of risk management and internal control, in view of the dynamic and changing business environment.
The management assists the Board in the implementation of the Board’s policies and procedures on risk management
and internal control by identifying, evaluating, monitoring and reporting of risks and internal control, taking appropriate
and timely preventive and correctives as needed, and for providing assurance to the Board that the procedures
have been carried out. In this regards, the Board has obtained assurance from the Managing Director and Executive
Directors that the Group’s risk management and internal control system are operating adequately and effectively, in
all material aspects based on the risk management and internal control system of the Group, and nothing has come
to their attention that may have a material impact on the business and operations of the Group which in turn may
affect the Group’s financial performance during the current financial year ended 31 December 2018 under review.
The AC is assisted by a team of in-house Internal Audit taskforce (“Internal Auditors”) to discharge its duties and
responsibilities of ensuring the Group is operating with adequate risk management function and sound internal
control system in place. The internal audit functions are conducted accordance to the Internal Audit Plan approved
by the AC. The Internal Auditors uses the ISO auditing standard and Committee of Sponsoring Organisations of the
Treadway Commission (COSO) Internal Control – Integrated Framework as a basis for evaluating the effectiveness
of the internal control system.
38 Careplus Group Berhad (896134-d)
annual report 2018
The Group appointed Sterling Business Alignment Consulting Sdn. Bhd. (“Sterling”), an independent professional
consulting firm, to conduct an Independent Quality Assessment on the internal audit functions conducted for
the FYE 2018. Sterling is free from any relationship or conflict of interest, which could impair their objectivity and
independence.
For the FYE 2018, the following subsidiaries of the Group were audited by the Internal Auditors as well as an
Independent Quality Assurance Review was conducted by Sterling:
Reporting
Audit Period Month Name of Entity Audited Audited Areas
1st Quarter May 2018 Careglove Global Sdn. Bhd. Safety, Health & Environment and
(Jan 2018 - Mar 2018) Inventory Management
During the FYE 2018, the Internal Auditors have presented its follow up status reports on previously reported audit
findings in respect of the following subsidiaries of the Group:
Date of Follow up
Name of entity which follow up status reviewed by the Internal Auditors Status Report
Careglove Global Sdn. Bhd. May 2018
Rubbercare Protection Products Sdn. Bhd.
Careplus (M) Sdn. Bhd.
Careglove Global Sdn. Bhd. Aug 2018
Rubbercare Protection Products Sdn. Bhd.
Careplus (M) Sdn. Bhd.
Careplus (M) Sdn. Bhd. Nov 2018
Careplus (M) Sdn. Bhd. Feb 2019
The above Internal Audit Reviews and Follow up Status Review Reports with management responses and proposed
action plans were presented to the AC during the quarterly AC Meetings. For the FYE 2018, the total costs incurred
for the internal audit function was RM21,000.
The following sets out the key elements of the Group’s internal control, which have been in place throughout the
FYE 2018 and up to 15 January 2019, being the date of this Statement: -
• Organisational Structure
The Group has a defined organisational structure that is aligned to its business and operation requirements.
Defined lines of accountability, delegation of responsibility and level of authorization for all aspects of the
business have been laid down and communicated throughout the Group.
Careplus Group Berhad (896134-d)
annual report 2018
39
• Limits of Authority
Authority charts have been established within the Group to provide a functional framework of authority in
approving sales order, purchases, expenses and capital expenditure.
Numerous SOPs have been established to serve as a general management guide for daily operations. These
policies and procedures are reviewed as and when necessary to reflect changing risks or to resolve any
operational deficiencies. It is also to promote efficiency and accountability for the Group.
Regular Board and Management meetings are held where information is provided to the Boards and
Management covering financial and operations.
Training and development programmes are established to ensure that staff are constantly kept up-to-date
with the constant technological changing environment in order to be competent in the industry in line with
achieving the Group’s business objectives.
The Group’s performance is monitored through regular reviews on management accounts and reports prepared
and reported to AC.
The Board has received assurance from the Group Managing Director and Chief Financial Officer that the
Group’s risk management and internal control system were operating adequately and defectively in all material
aspects, based on the risk management and internal control system of the Group, for the FYE 2018 and up
to the date of approval, being the date of this Statement.
Conclusion
or the FYE 2018 under review up to the date of approval, being the date of this Statement, the Board is of the opinion
F
that there is an ongoing process of identifying, evaluating and managing significant risks faced by the Group. The
Board continues to take appropriate action plans to strengthen the risk management and internal control systems
to meet the Group’s objectives.
As required by Rule 15.23 of the Listing Requirements, the External Auditors have reviewed this Risk Management
and Internal Control Statement. Their review was performed in accordance with Recommended Practice Guide
(RPG) 5 (revised): Guidance for Auditors on Engagements to Report on the Statement on Risk Management and
Internal Control included in the Annual Report, issued by the Malaysia Institute of Accountants. Based on their review,
nothing has come to their attention that causes them to believe that this Statement is not prepared, in all material
aspects, in accordance with the disclosures required by paragraph 41 and 42 of the Statement on Risk Management
and Internal Control: Guidelines for Directors of Public Listed Companies to be set out, nor is factually incorrect.
40 Careplus Group Berhad (896134-d)
annual report 2018
AUDIT
COMMITTEE REPORT
The principle objectives of the Audit Committee (“AC” or “the Committee”) are to assist the Board of Directors of the
Company (“the Board”) in discharging its statutory duties and responsibilities in relation to corporate governance,
internal control systems, management and financial reporting practices of the Company and its subsidiaries (“the
Group”) and to ensure proper disclosure to the shareholders of the Company.
MEMBERS
The current members of the AC are as follows, all being Non-Executive Directors with a majority of them being
Independent Directors:
The authorities and duties of the AC are clearly governed by the Terms of Reference of the AC. The Terms of
Reference of the AC can be accessed from the Company’s website at www.careplus.com.
MEETINGS
During the FYE 2018, the AC held a total of four (4) meetings. Details of attendance of the AC members are as follows:
AC Members Attendance
Mr. Tan Chuan Hock, Chairman 4 of 4
Mr. Yew Nieng Choon, Member 4 of 4
Mr. Foong Kuan Ming, Member 4 of 4
Dr. Yee Chow Boi, Member (Appointed on 27 August 2018) 1 of 1
Mr. Ooi Leng Chooi, Member (Appointed on 27 August 2018) 1 of 1
The Company’s other Board members, Internal Auditors, External Auditors, and certain senior management staff
had also attended the meetings at the invitation of the Chairman of the Committee.
The Chairman shall report to the Board on a quarterly basis on all significant matters discussed, deliberated upon
and dealt with at the AC meetings. Amongst others, it covers the AC’s recommendation to approve the quarterly
financial result for release to Bursa Malaysia Securities Berhad (“Bursa Securities”) the annual financial statements
as well as significant audit issues raised by the Internal and/or External Auditors.
Careplus Group Berhad (896134-d)
annual report 2018
41
AUDIT
COMMITTEE REPORT
(CONT’D)
The following is a summary of the work carried out by the AC during the FYE 2018:
i. Reviewed the quarterly unaudited financial results and annual audited financial statements of the Group
including the announcements pertaining thereto, before recommending to the Board for their approval and
release of the Group’s results to Bursa Securities.
ii. Reviewed with External Auditors on the results and issues arising from their audit of the financial year end
statements and their resolutions of such issues highlighted in their report to the AC and took further steps to
scrutinize the risk areas highlighted by the Internal Auditors by further review the existing operating procedure
and suggested new practices and policies to further enhancement the internal control system.
iii. Considered and recommended the re-appointment of Messrs. Deloitte PLT as the External Auditors and
their audit fees to the Board for consideration based on the competency, efficiency and transparency as
demonstrated by them during their audit for financial year ended.
iv. Reviewed with the Internal Auditors, the internal audit plan, work done and reports, for the internal audit
function and considered the findings of internal audit investigations and management responses thereon
and ensure that appropriate actions are taken on the recommendations raised by the Internal Auditors.
v. Reviewed the related party transactions that transpired during the financial year under review for compliance
with the ACE Market Listing Requirements of Bursa Securities.
vi. Reviewed and recommended to the Board for approval on the Corporate Governance Overview Statement,
AC Report and Statement on Risk Management and Internal Control for inclusion in the Company’s Annual
Report.
vii. Self-appraised the performance of the AC for the FYE 2018 and submitted the evaluation form to the Nomination
Committee for assessment.
Our in-house Internal Audit taskforce (“Internal Auditors”) is responsible to carry out the internal audit functions of
the Group. The internal audit functions are conducted accordance to the Internal Audit Plan approved by the AC.
The Internal Auditors uses the ISO auditing standard and Committee of Sponsoring Organisations of the Treadway
Commission (COSO) Internal Control – Integrated Framework as a basis for evaluating the effectiveness of the
internal control system. Besides, the internal audit functions also adopt accepted auditing practices in addition to
an independent and objective reporting on the state of the Group’s internal control system. In addition, the Group
appointed Sterling Business Alignment Consulting Sdn. Bhd. (“Sterling”), an independent professional consulting
firm, to conduct an Independent Quality Assessment on the internal audit functions conducted for the FYE 2018.
This audit plan covers the review of the key operational and financial activities including the efficacy of risk
management practices, efficiency and effectiveness of operational controls and compliance with relevant laws
and regulations.
The work carried out by the Internal Auditors of the Group during the FYE 2018 were as summarised below:-
At the beginning of the financial year, the IA Plan of the Group for the FYE 2018 was developed and presented
to the AC for discussion and approval. The internal audit adopts accepted auditing practices in developing its
audit plan which addresses the critical business processes, internal control gaps, effectiveness and adequacy
of the existing state of internal control and recommend possible improvements to the internal control process.
42 Careplus Group Berhad (896134-d)
annual report 2018
AUDIT
COMMITTEE REPORT
(CONT’D)
Internal Audit (“IA”) Reports were tabled and reviewed by AC on a quarterly basis. The Internal Auditors
reviewed critical business processes, identified risks and internal control gaps, assessed the effectiveness
and adequacy of the existing state of internal control of the major subsidiaries and recommended possible
improvements to the internal control process. This is to provide reasonable assurance that such system
continues to operate satisfactorily and effectively within the Group.
During the FYE 2018, the following subsidiaries of the Company were audited by the Internal Auditors as well
as an Independent Quality Assurance Review was conducted by Sterling:-
Reporting
Audit Period Month Name of Entity Audited Audited Areas
1st Quarter May 2018 Careglove Global Sdn. Bhd. Safety, Health & Environment and
(Jan 2018 - Mar 2018) Inventory Management
The Internal Auditors followed-up on the implementation of recommendations from previous cycles of internal
audit and updated the AC on the status of Management-agreed action plan.
During the FYE 2018, the Internal Auditors presented their status report and follow-up actions on previously
reported audited findings (“Status Report”) in respect of the following subsidiaries of the Company:
Date of Follow up
Name of entity which follow up status reviewed by the Internal Auditors Status Report
Careglove Global Sdn. Bhd. May 2018
Rubbercare Protection Products Sdn. Bhd.
Careplus (M) Sdn. Bhd.
Careglove Global Sdn. Bhd. August 2018
Rubbercare Protection Products Sdn. Bhd.
Careplus (M) Sdn. Bhd.
Careplus (M) Sdn. Bhd. November 2018
Careplus (M) Sdn. Bhd. February 2019
The total costs incurred for the internal audit function of the Group for the FYE 2018 amounted to RM21,000.
Careplus Group Berhad (896134-d)
annual report 2018
43
ADDITIONAL
COMPLIANCE INFORMATION
Details of Recurrent Related Party Transactions of a Revenue or Trading Nature is disclosed in Note 14 to the
Financial Statements pages 99 and 101 of this Annual Report.
The amount of audit and non-audit fees paid/payble to the External Auditors by the Company and the Group
for the services rendered for the financial year ended 31 December 2018 (“FYE 2018”) are as follows:-
There were no material contracts entered by the Company and its subsidiaries involving Directors and
substantial shareholders’ interest during the FYE 2018.
On 28 September 2017, a total of 23,100,000 new Careplus shares were issued pursuant to the Private
Placement Exercise which resulted to a total proceeds of RM7,045,500.
The Company further raised a total proceeds of RM5,375,000 for the placement of shares of 10,000,000
(Tranche 2) and 15,000,000 (Tranche 3) on 3 July 2018 and 27 July 2018 respectively. The details of the
proceeds raised and the status of utilisation as at 31 December 2018 are as follows:
STATEMENT OF
DIRECTORS’ RESPONSIBILITY
This statement is prepared in accordance with Rule 15.26 (a) of the ACE Market Listing Requirements of Bursa
Malaysia Securities Berhad.
The Directors are required under the Companies Act 2016 to ensure that the financial statements give a true and
fair view of the state of affairs of the Group and the Company as at the end of each financial year, and of the results
and cash flows for the financial year then ended.
• the Group and the Company have used appropriate accounting policies and are consistently applied;
• reasonable and prudent judgements and estimates were made;
• all applicable approved accounting standards in Malaysia have been adhered to; and
• prepared it on the going concern basis unless it is inappropriate to presume that the Group and the Company
will continue in business.
The Directors are responsible for ensuring that the Company maintains accounting records that disclose with
reasonable accuracy for the financial position of the Group and the Company, and that the financial statements
comply with the requirements of the Companies Act 2016.
The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard
the assets of the Group, and to prevent and detect fraud and other irregularities.
46
Directors’ Report
50
Independent Auditors’ Report
53
Financial
Statements Statements of Profit or Loss and Other
Comprehensive Income
54
Statements of Financial Position
56
Statements of Changes in Equity
59
Statements of Cash Flows
62
Notes to the Financial Statements
120
Statement by Directors
120
Declaration by the Officer Primarily Responsible
for the Financial Management of the Company
46 Careplus Group Berhad (896134-d)
annual report 2018
DIRECTORS’
REPORT
The directors of CAREPLUS GROUP BERHAD have pleasure in submitting their report and the audited financial
statements of the Group and of the Company for the financial year ended 31 December 2018.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The information on the name, place of incorporation,
principal activities and percentage of issued share capital held by the Company in each subsidiaries are set out
in Note 9.
RESULTS OF OPERATIONS
The results of the operations of the Group and of the Company for the financial year are as follows:
The The
Group Company
RM RM
Attributable to:
Owners of the company (1,422,469) 5,913,733
Non-controlling interests 5,195,157 –
3,772,688 5,913,733
In the opinion of the Directors, the results of operations of the Group and of the Company during the financial year
have not been substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
No dividend has been paid or declared by the Company since the end of the previous financial year. The directors
also do not recommend any dividend payment in respect of the financial year ended 31 December 2018.
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed
in the financial statements.
During the financial year, the issued and fully paid-up capital of the Company was increased from RM85,100,012
comprising 506,359,799 ordinary shares to RM90,475,012 comprising 531,359,799 ordinary shares by way of
issuance of 25,000,000 new ordinary shares of RM0.215 each for cash arising from exercise of private placement.
The new ordinary shares issued rank pari passu with the then existing ordinary shares of the Company. The Company
has not issued any debentures during the financial year.
Careplus Group Berhad (896134-d)
annual report 2018
47
DIRECTORS’
REPORT
(CONT’D)
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares
of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares
of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.
Before the financial statements of the Group and of the Company were prepared, the Directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and had satisfied themselves that all known bad debts had been written off and
that adequate allowance had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including
the value of current assets as shown in the accounting records of the Group and of the Company had been
written down to an amount which the current assets might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amount written off of bad debts for the amount of allowance for doubtful debts in
the financial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the
financial statements of the Group and of the Company misleading.
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial
year which secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the
ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the directors, 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
operations of the Group and of the Company for the financial year in which this report is made.
48 Careplus Group Berhad (896134-d)
annual report 2018
DIRECTORS’
REPORT
(CONT’D)
DIRECTORS
The directors of the Company in office during the financial year and during the period from the end of the financial
year to the date of this report are:
The director who held office in the subsidiary of the Company during the financial year and up to the date of this
report, excluding those who are already the directors of the Company is:
DIRECTORS’ INTERESTS
The shareholdings in the Company and in the related companies of those who were directors at the end of the
financial year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 59 of
the Companies Act, 2016, are as follows:
Direct Interest
Lim Kwee Shyan 101,152,300 2,310,000 – 103,462,300
Yew Nieng Choon 15,631,650 – – 15,631,650
Loo Teck Looi 6,733,250 – – 6,733,250
Yew Yee Peng 8,206,950 116,300 – 8,323,250
Tan Chuan Hock 4,500,000 – – 4,500,000
Foong Kuan Ming 225,000 186,000 – 411,000
Indirect Interest
Lim Kwee Shyan (1) 29,247,825 – – 29,247,825
Yew Nieng Choon (2) 76,991,700 – – 76,991,700
Yew Yee Peng (3) 150,000 20,000 – 170,000
Tan Chuan Hock (4) – 450,000 – 450,000
(1) Deemed interested by virtue of his spouse, Ng Shu Si’s interest in the Company.
(2) Deemed interested by virtue of his spouse, Chan Pek Harn @ Chan Wai Har’s interest in the Company and by virtue of his
interest in Thinking Cap Sdn. Bhd.
(3) Deemed interested by virtue of her spouse, Tan Chun Kiong’s interest in the Company.
(4) Deemed interested by virtue of his interest in Al Capital Sdn. Bhd.
By virtue of the above directors’ interest in the shares of the Company, the abovementioned directors are also
deemed to have an interest in the shares of the subsidiaries to the extent that the Company has an interest.
None of the other directors in office at the end of the financial year held shares or had beneficial interest in the
shares of the Company or its related companies during and at the end of the financial year.
Careplus Group Berhad (896134-d)
annual report 2018
49
DIRECTORS’
REPORT
(CONT’D)
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors of the Company has received or become entitled
to receive any benefits (other than the benefits included in the aggregate amount of emoluments received or due
and receivable by the directors as disclosed in the financial statements or the fixed salary of full-time employees
of the Company) 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
except for any benefits which may be deemed to have arisen by virtue of those transactions entered into in the
ordinary course of business between its close members of the families of Directors and the companies in which
certain directors are deemed to have financial interests as disclosed in Note 14.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby
directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the
Company or any other body corporate.
There were no indemnity given to or insurance effected for any directors, officers and auditors of the Company in
accordance with Section 289 of the Companies Act, 2016.
AUDITORS
The auditors, Deloitte PLT, have indicated their willingness to continue in office.
AUDITORS’ REMUNERATION
The amount paid/payable as remuneration of the auditors for the financial year ended 31 December 2018 is as
disclosed in Note 6 to the financial statements.
______________________________
LIM KWEE SHYAN
______________________________
YEW NIENG CHOON
Seremban
19 April 2019
50 Careplus Group Berhad (896134-d)
annual report 2018
INDEPENDENT
AUDITORS’ REPORT
TO THE MEMBERS OF CAREPLUS GROUP BERHAD
Opinion
We have audited the financial statements of CAREPLUS GROUP BERHAD, which comprise the statements of
financial position of the Group and of the Company as at 31 December 2018, and the statements of profit or loss
and other comprehensive income, statements of changes in equity and statements of cash flows of the Group and
of the Company for the year then ended, and notes to the financial statements, including a summary of significant
accounting policies as set out on pages 53 to 119.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 31 December 2018, and of their financial performance and cash flows for the year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act, 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for
the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics,
Conduct and Practice) issued by 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 ethical responsibilities in accordance with the By-Laws and IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the Group and of the Company for the current year. These matters were addressed in
the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters in the audit of the separate financial statements of the
Company to be communicated in our auditor’s report.
Careplus Group Berhad (896134-d)
annual report 2018
51
INDEPENDENT
AUDITORS’ REPORT
(CONT’D)
Information Other than the Financial Statements and Auditors’ Report Thereon
The directors of the Company are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with
the financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise
appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
The directors of the Company are responsible for the preparation of financial statements that give a true and fair
view in accordance with 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 has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with approved standards on auditing in Malaysia will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements of the Group and of the
Company, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group and the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
52 Careplus Group Berhad (896134-d)
annual report 2018
INDEPENDENT
AUDITORS’ REPORT
(CONT’D)
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the financial statements of the Group and of the Company or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease
to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the
Company, including the disclosures, and whether the financial statements of the Group and of the Company
represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial statements of the Group. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance
in the audit of the financial statements of the Group and of the Company for the current year and are therefore
the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
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 towards any other
person for the content of this report.
Kuala Lumpur
19 April 2019
Careplus Group Berhad (896134-d)
annual report 2018
53
Group Company
2018 2017 2018 2017
Note RM RM RM RM
Other comprehensive
income, net of tax:
Items that will not be reclassified
subsequently to profit or loss – – – –
Items that may be reclassified
subsequently to profit or loss – – – –
Total comprehensive
income for the year 3,772,688 2,837,297 5,913,733 381,137
Total comprehensive
income attributable to:
Owners of the Company (1,422,469) (1,918,200) 5,913,733 381,137
Non-controlling interests 5,195,157 4,755,497 – –
STATEMENTS OF
FINANCIAL POSITION
AS AT 31 DECEMBER 2018
Group Company
2018 2017 2018 2017
Note RM RM RM RM
ASSETS
Non-Current Assets
Investment in subsidiaries 9 – – 84,907,564 84,907,564
Goodwill on consolidation 204,920 204,920 – –
Property, plant and equipment 10 150,736,044 157,701,913 – –
Prepaid expenses 11 346,500 346,500 – –
Current Assets
Inventories 12 41,901,951 37,475,133 – –
Trade receivables 13 24,817,403 17,277,285 – –
Other receivables, deposits
and prepaid expenses 11 6,685,511 8,495,514 1,371 7,956
Amount owing by subsidiaries 14 – – 14,375,005 89,473
Amount owing by a related party 14 56,721,641 48,518,408 – –
Tax recoverable 760,788 902,984 – –
Derivative assets 26 273,344 1,397,685 – –
Fixed deposits with licensed
banks 15 6,555,474 8,442,532 1,250,000 4,200,000
Cash and bank balances 8,728,464 5,808,767 62,279 108,402
STATEMENTS OF
FINANCIAL POSITION
(CONT’D)
Group Company
2018 2017 2018 2017
Note RM RM RM RM
Non-Current Liabilities
Long-term borrowings 20 22,878,656 33,928,533 – –
Deferred tax liabilities 23 1,415,008 6,082 – –
Current Liabilities
Trade payables 24 32,925,520 24,685,965 – –
Other payables and accrued
expenses 25 15,867,704 26,104,747 72,605 78,514
Amount owing to subsidiaries 14 – – 100,000 100,000
Short-term borrowings 20 85,370,091 69,850,574 – –
Bank overdrafts 27 714,902 1,151,246 – –
Attributable
Non-Distributable Distributable to Owners Non-
Share Share Merger Retained of the Controlling Total
Note Capital Premium Deficit Earnings Company Interests Equity
The Group RM RM RM RM RM RM RM
Contributions by/distributions to
owners of the Company:
- Issuance of shares:
- private placement 16 7,045,500 – – – 7,045,500 – 7,045,500
- expenses on private placement 16 (82,152) – – – (82,152) – (82,152)
Careplus Group Berhad (896134-d)
- Dividends:
- by subsidiary to non-controlling
interests – – – – – (773,778) (773,778)
STATEMENTS OF
FOR THE YEAR ENDED 31 DECEMBER 2018
Total comprehensive income for the year – – – (1,918,200) (1,918,200) 4,755,497 2,837,297
Total comprehensive income for the year – – – (1,422,469) (1,422,469) 5,195,157 3,772,688
STATEMENTS OF
CHANGES IN EQUITY
(CONT’D)
Non-distributable Distributable
Share Share Retained Total
capital premium earnings equity
Company Note RM RM RM RM
STATEMENTS OF
CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2018
Group Company
2018 2017 2018 2017
RM RM RM RM
(Increase)/Decrease in:
Inventories (6,667,220) (5,579,830) – –
Trade receivables (6,508,430) (2,607,374) – –
Other receivables, deposits and
prepaid expenses 1,810,003 (3,094,052) 6,585 11,023
Amount owing by a related party (7,303,795) 1,497,133 – –
Increase/(Decrease) in:
Trade payables 8,115,677 (3,226,689) – –
Other payables and accrued expenses (10,237,043) (3,781,935) (5,909) 19,313
STATEMENTS OF
CASH FLOWS
(CONT’D)
Group Company
2018 2017 2018 2017
RM RM RM RM
STATEMENTS OF
CASH FLOWS
(CONT’D)
Group Company
2018 2017 2018 2017
Note RM RM RM RM
* During the financial year, the Group acquired property, plant and equipment by the following means:
Group
2018 2017
RM RM
15,016,253 20,495,521
NOTES TO
THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2018
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the
Ace Market of Bursa Malaysia Securities Berhad.
The principal activity of the Company is investment holding. The information on the name, place of incorporation,
principal activities and percentage of issued share capital held by the Company in each subsidiaries are set
out in Note 9.
The registered office of the Company is located at Third Floor, No 77, 79 & 81 Jalan SS21/60, Damansara
Utama, 47400 Petaling Jaya, Selangor.
The principal place of business of the Company is located at Lot 120 & 121, Jalan Senawang 3, Senawang
Industrial Estate, 70450 Seremban, Negeri Sembilan.
The financial statements of the Group and of the Company were authorised by the Board of Directors for
issuance in accordance with a resolution of the directors on 19 April 2019.
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements
of the Companies Act, 2016 in Malaysia.
In the current financial year, the Group and the Company has adopted all the new and revised Standards,
Issue Committee (“IC”) Interpretations and Amendments issued by the Malaysian Accounting Standards
Board (“MASB”) that are relevant to the operations and effective for annual periods beginning on or after 1
January 2018 as follows:
The adoption of these revised Standards, IC Interpretations and Amendments have not affected the amounts
reported in the financial statements of the Group and the Company other than as disclosed below.
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The date of initial application (i.e. the date on which the Group and the Company have assessed its
existing financial assets and financial liabilities in terms of the requirements of MFRS 9) is 1 January
2018. Accordingly, the Group and the Company have applied the requirements of MFRS 9 to financial
instruments that have not been derecognised as at 1 January 2018 and have not applied the requirements
to financial instruments that have already been derecognised as at 1 January 2018. In accordance with
the transition requirements under paragraph 7.2.15 of MFRS 9, comparatives are not restated and the
financial impact on the adoption of MFRS 9 is recognised in retained earnings as at 1 January 2018.
All recognised financial assets that are within the scope of MFRS 9 are required to be subsequently
measured at amortised cost or fair value on the basis of the entity’s business model for managing the
financial assets and the contractual cash flow characteristics of the financial assets.
Specifically:
• debt investments that are held within a business model whose objective is to collect the contractual
cash flows, and that have contractual cash flows that are solely payments of principal and interest
on the principal amount outstanding, are subsequently measured at amortised cost;
• debt investments that are held within a business model whose objective is both to collect the
contractual cash flows and to sell the debt instruments, and that have contractual cash flows that
are solely payments of principal and interest on the principal amount outstanding, are subsequently
measured at fair value through other comprehensive income (“FVTOCI”); and
• all other debt investments and equity investments are subsequently measured at fair value through
profit or loss (“FVTPL”).
Despite the aforegoing, the Group and the Company may make the following irrevocable election/
designation at initial recognition of a financial asset:
• the Group and the Company may irrevocably elect to present subsequent changes in fair value of
an equity investment that is neither held for trading nor contingent consideration recognised by
an acquirer in a business combination to which MFRS 3 applies in other comprehensive income;
and
• the Group and the Company may irrevocably designate a debt investment that meets the amortised
cost or FVTOCI criteria as measured at FVTPL if doing so eliminates or significantly reduces an
accounting mismatch.
In the current year, the Group and the Company have not designated any debt investments that meet
the amortised cost or FVTOCI criteria as measured at FVTPL.
When a debt investment measured at FVTOCI is derecognised, the cumulative gain or loss previously
recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification
adjustment. In contrast, for an equity investment designated as measured at FVTOCI, the cumulative
gain or loss previously recognised in other comprehensive income is not subsequently reclassified to
profit or loss.
Debt instruments that are subsequently measured at amortised cost or at FVTOCI are subject to
impairment.
64 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The directors of the Group and the Company reviewed and assessed the Group’s and the Company’s
existing financial assets as at 1 January 2018 based on the facts and circumstances that existed at
that date and concluded that the initial application of MFRS 9 has no impact to the existing financial
assets held by the Group and the Company as at 1 January 2018. The Group’s and the Company’s
financial assets and financial liabilities, of which are currently carried at amortised costs or at fair value
through profit or loss, will continue to be measured on the same basis as previously measured under
MFRS 139.
The Group and the Company applied the classification and measurement requirements for financial
assets under MFRS 9 Financial Instruments effective from 1 January 2018. The 2017 financial year
comparative was not restated, and the classification and measurement requirements under the previous
MFRS 139 Financial Instruments: Recognition and Measurement was still applied. The changes in the
classification and measurement requirements and its impact are disclosed in Note 2(e).
Financial assets are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instrument.
When financial assets are initially recognised, they are measured at fair value, plus, in the case of
financial assets not at FVTPL, directly attributable transaction costs.
In relation to the impairment of financial assets, MFRS 9 requires an expected credit loss (“ECL”) model
as opposed to an incurred credit loss model under MFRS 139. The ECL model requires the Group
and the Company to account for expected credit losses and changes in those expected credit losses
at each reporting date to reflect changes in credit risk since initial recognition of the financial assets.
In other words, it is no longer necessary for a credit event to have occurred before credit losses are
recognised.
Specifically, MFRS 9 requires the Group and the Company to recognise a loss allowance for expected
credit losses on i) debt investments subsequently measured at amortised cost or at FVTOCI, ii) lease
receivables, iii) contract assets and iv) loan commitments and financial guarantee contracts to which
the impairment requirements of MFRS 9 apply. In particular, MFRS 9 requires the Group and the
Company to measure the loss allowance for a financial instrument at an amount equal to the lifetime
ECL if the credit risk on that financial instrument has increased significantly since initial recognition,
or if the financial instrument is a purchased or originated credit-impaired financial asset. On the other
hand, if the credit risk on a financial instrument has not increased significantly since initial recognition
(except for a purchased or originated credit-impaired financial asset), the Group and the Company are
required to measure the loss allowance for that financial instrument at an amount equal to 12-month
ECL. MFRS 9 also provides a simplified approach for measuring the loss allowance at an amount equal
to lifetime ECL for trade receivables, contract assets and lease receivables in certain circumstances.
As at 1 January 2018, the directors of the Group and the Company reviewed and assessed the Group’s
and the Company’s existing financial assets using reasonable and supportable information that is
available without undue cost or effort in accordance with the requirements of MFRS 9 to determine
the credit risk of the respective items at the date they were initially recognised. Based on directors’
assessment, there is no impact to the application of expected credit loss model to the Group’s and the
Company’s financial statements as at 1 January 2018. Sufficient provision has been provided during
the application of incurred credit loss model under MFRS 139.
Careplus Group Berhad (896134-d)
annual report 2018
65
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
One major change introduced by MFRS 9 in the classification and measurement of financial liabilities
relates to the accounting for changes in the fair value of a financial liability designated as at FVTPL
attributable to changes in the credit risk of the issuer.
Specifically, MFRS 9 requires that the changes in the fair value of the financial liability that is attributable
to changes in the credit risk of that liability be presented in other comprehensive income, unless the
recognition of the effects of changes in the liability’s credit risk in other comprehensive income would
create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial
liability’s credit risk are not subsequently reclassified to profit or loss, but are instead transferred to
retained earnings when the financial liability is derecognised. Previously, under MFRS 139, the entire
amount of the change in the fair value of the financial liability designated as at FVTPL was presented
in profit or loss.
This change in accounting policy has no impact to the Group’s and the Company’s financial liabilities
as at 1 January 2018.
The new general hedge accounting requirements retain the three types of hedge accounting. However,
greater flexibility has been introduced to the types of transactions eligible for hedge accounting,
specifically broadening the types of instruments that qualify for hedging instruments and the types of risk
components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness
test has been overhauled and replaced with the principle of an ‘economic relationship’. Retrospective
assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about
the Group’s and the Company’s risk management activities have also been introduced.
The application of the MFRS 9 hedge accounting requirements has had no impact on the financial
statements of the Group and the Company as at 1 January 2018.
The table below illustrates the classification and measurement of financial assets and financial liabilities
under MFRS 139 and MFRS 9.
Group
Financial assets
Trade receivables Loans and Amortised
receivables cost
(“L&R”) (“AC”) 17,277,285 17,277,285
Other receivables and deposits L&R AC 1,791,559 1,791,559
Amount owing by a related party L&R AC 48,518,408 48,518,408
Derivative instruments FVTPL FVTPL 1,397,685 1,397,685
Fixed deposits with licensed banks L&R AC 8,442,532 8,442,532
Cash and bank balances L&R AC 5,808,767 5,808,767
66 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Company
Financial assets
Other receivables and deposits L&R AC 7,956 7,956
Amount owing by subsidiaries L&R AC 89,473 89,473
Fixed deposits with licensed banks L&R AC 4,200,000 4,200,000
Cash and bank balances L&R AC 108,402 108,402
Group
Financial liabilities
Borrowings AC AC 103,779,107 103,779,107
Trade payables AC AC 24,685,965 24,685,965
Other payables and accrued expenses AC AC 26,104,747 26,104,747
Bank overdrafts AC AC 1,151,246 1,151,246
Company
Financial liabilities
Other payables and accrued expenses AC AC 78,514 78,514
Amount owing to subsidiaries AC AC 100,000 100,000
In the current year, the Group and the Company have applied MFRS 15 Revenue from Contracts with Customers.
The changes of Group’s and Company’s accounting policies as a consequence of the adoption of MFRS 15
Revenue from Contracts with Customers its revenue streams are disclosed in detail in Note 3 below. Apart
from providing more extensive disclosures on the Group’s and the Company’s revenue transactions, the
application of MFRS 15 has not had a significant impact on the financial position and/or financial performance
of the Group and of the Company for the current year and prior year. The Group and the Company adopted
modified retrospective approach and to recognise the cumulative effect of the initial application in equity at
the start of initial application period, if any.
Standards, Issue Committee (“IC”) Interpretations and Amendments in issue but not yet effective
At the date of authorisation for issue of these financial statements, the new and revised Standards, IC
Interpretations and Amendments relevant to the Group and the Company which were in issue but not yet
effective and not early adopted by the Group and the Company are as listed below.
MFRS 16 Leases1
IC Interpretation 23 Uncertainty over Income Tax Treatments1
Amendments to MFRS 3 Definition of Business2
Amendments to MFRS 101
and MFRS 108 Definition of Material2
Amendments to MFRSs Annual Improvements to MFRSs 2015 - 2017 Cycle1
Amendments to References to the Conceptual Framework in MFRS standards2
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Standards, Issue Committee (“IC”) Interpretations and Amendments in issue but not yet effective
(Cont’d)
The directors anticipate that the abovementioned Standards, IC Interpretations and Amendments will be
adopted in the annual financial statements of the Group and of the Company when they become effective
and that the adoption of these Standards, IC Interpretations and Amendments will have no material impact
on the financial statements of the Group and of the Company in the period of initial application except as
disclosed below:
MFRS 16 Leases
MFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting
treatments for both lessors and lessees. MFRS 16 will supersede the current lease guidance including MFRS
117 Leases and the related interpretations when it becomes effective.
MFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled
by a customer. Distinctions of operating leases (off balance sheet) and finance lease are removed for lessee
accounting, and is replaced by a model where a right-of-use asset and a corresponding liability have to
recognised for all leases by lessees except for short-term leases and leases of low value assets.
The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain
exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the
lease liability. The lease liability is initially measured at the present value of the lease payments that are not
paid at that date. Subsequently, the lease liability is adjusted for interest and lease payments, as well as
the impact of lease modifications, amongst others. Furthermore, the classification of cash flows will also
be affected as operating lease payments under MFRS 117 are presented as operating cash flows; whereas
under MFRS 16 model, the lease payments will be split into a principal and an interest portion which will be
presented as financing and operating cash flows respectively.
In contrast to lessee accounting, MFRS 16 substantially carries forward the lessor accounting requirements
in MFRS 117, and continues to require a lessor to classify a lease either as an operating lease or a finance
lease.
The directors of the Group will implement MFRS 16 on 1 January 2019 by applying the modified retrospective
method, meaning that the 2018 comparatives numbers in the 2019 financial statement will not be restated.
Recognition
- Apply the short term (less than one year) and low value (less than RM25,000) exemptions.
- Apply the option to include non-lease components from the lease liability for equipment leases.
Transition
The adoption of MFRS 16 are not expected to have a material impact to the Group.
68 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost
convention, except for the revaluation of certain financial instruments. Historical cost is generally based on
the fair value of the consideration given in exchange for assets.
Fair value is 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, regardless of whether that price is directly
observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability,
the Group takes into account the characteristics of the asset or liability if market participants would take
those characteristics into account when pricing the asset or liability at the measurement date. Fair value for
measurement and/or disclosure purposes in these consolidated financial statements is determined on such a
basis, except for share-based payment transactions that are within the scope of MFRS 2, leasing transaction
that are within the scope of MFRS 117, and measurements that have some similarities to fair value but are
not fair value, such as net realisable value in MFRS 102 or value-in-use MFRS 136.
In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3
based on the degree to which the inputs to the fair value measurements are observable and the significance
of the inputs to the fair value measurement in its entirety, which are described as follows:
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the
entity can assess at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the
asset or liability, either directly or indirectly; and
Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries). Control is achieved where the Company:
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control listed above.
When the Company has less than a majority of the voting rights of an investee, it has power over the investee
when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee
unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the
Company’s voting rights in an investee are sufficient to give it power, including:
• the size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholders’ meeting.
Careplus Group Berhad (896134-d)
annual report 2018
69
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive
income from the date the Company gains control until the date when the Company ceases to control the
subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Company
and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners
of the Company and to the non-controlling interests even if this results in the non-controlling interests having
a deficit balance.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. The interests
of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests’
proportionate share of the fair value of the acquiree’s identifiable net assets.
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control are
accounted for as equity transactions. The carrying amounts of the Group’s interest and the non-controlling
interests are adjusted to reflect the changes in their relative interest in the subsidiaries. Any difference between
the amount by which the non-controlling interests are adjusted and the fair value of consideration paid or
received is recognised directly in equity and attributed to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated
as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of
any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of
the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive
income in relation to that subsidiary are accounted for as if the Group had directly disposed of the relevant
assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of
equity as specified/permitted by applicable MFRSs). The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under MFRS 139 Financial Instruments: Recognition and Measurement or, when applicable, the
cost on initial recognition of an investment in an associate or joint venture.
Subsidiaries
Investments in subsidiaries, which are eliminated on consolidation, are stated at cost less impairment losses,
if any, in the Company’s separate financial statements.
70 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Business Combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration
for each acquisition is measured at the aggregate of the fair values (at the date of exchange) of assets given,
liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the
acquiree. Acquisition-related costs are recognised in profit or loss as incurred.
Where a business combination is achieved in stages, the Group’s previously held interests in the acquired
entity are remeasured to fair value at the acquisition date (i.e. the date the Group attains control) and the
resulting gain or loss, if any, is recognised 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, where such treatment would be appropriate if that interest were disposed of.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under MFRS 3 (revised) are recognised at their fair value at the acquisition date, except that:
• deferred tax assets or liabilities related to employee benefit arrangements are recognised and measured
in accordance with MFRS 112 Income Taxes and MFRS 119 Employee Benefits respectively;
• liabilities or equity instruments related to the replacement by the Group of an acquiree’s share-based
payment awards are measured in accordance with MFRS 2 Share-based Payment; and
• assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional
assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete
information about facts and circumstances that existed as of the acquisition date and is subject to a maximum
of one year.
Merger Accounting for Business Combinations Involving Entities Under Common Control
The consolidated financial statements incorporate the financial statements items of the combining entities
or businesses in which the common control combination occurs as if they had been combined from the date
when the combining entities or businesses first came under the common control of the controlling party.
The assets and liabilities of the combining entities or businesses are consolidated using the existing book
values. No amount is recognised in respect of goodwill or excess of acquirer’s interest in the net fair value
of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of common control
combination, to the extent of the continuation of the controlling party’s interest.
The consolidated statements of profit or loss and other comprehensive income include the results of each of
the combining entities or businesses from the earliest date presented or since the date when the combining
entities or businesses first came under the common control, where this is a shorter period, regardless of the
date of the common control combination.
Careplus Group Berhad (896134-d)
annual report 2018
71
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Merger Accounting for Business Combinations Involving Entities Under Common Control (Cont’d)
The comparative amounts in the consolidated financial statements are presented as if the entities or businesses
had been combined at the end of the previous reporting period or when they first came under common control,
whichever is shorter.
When the merger accounting is used, the cost of investment in the Company’s book is recorded at the nominal
value of shares issued. The difference between the carrying value of the investment and the nominal value
of the shares of the subsidiaries is treated as merger deficit or merger reserve as applicable.
Revenue Recognition
Revenue is recognised when or as a performance obligation in the contract with customer is satisfied, i.e. when
the “control” of the goods underlying the particular performance obligation is transferred to the customer.
A performance obligation is a promise to transfer a distinct goods (or a series of distinct goods that are
substantially the same and that have the same pattern of transfer) to the customer that is explicitly stated in
the contract and implied in the Group’s and the Company’s customary business practices.
Revenue is measured at the amount of consideration to which the Group and the Company expect to be
entitled in exchange of transferring the promised goods to the customers, excluding amounts collected on
behalf of third parties such as sales taxes or goods and services taxes. If the amount of consideration varies
due to discounts, rebates, refunds, credits, incentives, penalties or other similar items, the Group and the
Company estimate the amount of consideration to which it will be entitled based on the expected value or
the most likely outcome. If the contract with customer contains more than one performance obligation, the
amount of consideration is allocated to each performance obligation based on the relative stand-alone selling
price of the goods promised in the contract.
The revenue is recognised to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognised will not occur when the uncertainly associated with the variable consideration
is subsequently resolved.
The control of the promised goods may be transferred over time or at a point in time. The control over the
goods is transferred over time and revenue is recognised over time if:
• the customer simultaneously receives and consumes the benefits provided by the Group’s and the
Company’s performance as the Group and the Company perform;
• the Group’s and the Company’s performance create or enhance an asset that the customer controls
as the asset is created or enhanced; or
• the Group’s and the Company’s performance do not create an asset with an alternative use and the
Company has an enforceable right to payment for performance completed to date.
Revenue for performance obligation that is not satisfied over time is recognised at the point in time at which
the customer obtains control of the promised goods or services.
For local sales, the Group and the Company recognise revenue upon the goods acknowledged by the
customer, which the control of the goods over the goods is transferred. For overseas sales, the Group’s and the
Company’s incoterm is Freight on Board of port of destination, which the control of goods will be transferred
upon acknowledgement of goods in port of departure. There is no separate performance obligation for the
Group’s and the Company’s revenue recognition.
72 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Dividend income
Interest income
Interest income is recognised on an accrual basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset’s net carrying amount on initial recognition.
Rental income
Rental income is recognised on a straight-line basis over the term of the lease.
Foreign Currencies
The individual financial statements of each entity in the Group are presented in the currency of the primary
economic environment in which the entity operates (“the functional currency”). For the purposes of the
consolidated financial statements, the results and the financial position of each group entity are expressed
in Ringgit Malaysia (“RM”) which is the functional currency of the Company and the presentation currency
for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in foreign currencies other than
the entity’s functional currency (i.e. foreign currencies) are recorded at the rates prevailing at the dates of
the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are
translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing on the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items,
are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary
items carried at fair value are included in profit of loss for the period except for differences arising on the
retranslation of non-monetary items in respect of which gains and losses are recognised directly in other
comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also
recognised directly in other comprehensive income.
Employee Benefits
Wages, salaries, paid annual leaves, bonuses and social security contributions are recognised as an expense
in the year in which the associated services are rendered by employees of the Group and of the Company.
Short-term accumulating compensated absences such as paid annual leave are recognised when services
are rendered by employees that increase their entitlement to future compensated absences. Short-term non-
accumulating compensated absences such as sick leave are recognised when the absences occur.
Careplus Group Berhad (896134-d)
annual report 2018
73
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The Group and the Company make statutory contributions to approved provident fund and the contributions
are charged to profit or loss in the period to which they relate. The approved provident fund is a defined
contribution plan. Once the contributions have been paid, there are no further payment obligations.
Borrowing Costs
Borrowing costs 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
added to the cost of those assets, until such time as the assets are substantially ready for their intended use
or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Income Taxes
Income tax expense represents the sum of tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
in the statements of profit or loss and other comprehensive income because of items of income or expense
that are taxable or deductible in other years and items that are never taxable or deductible. The Group’s
liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the
end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit. 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 unutilised tax credits to the
extent that it is probable that future taxable profits will be available against which those deductible temporary
differences, unutilised tax losses and unutilised tax credits can be utilised. Such deferred tax assets and
liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the
taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investment in
subsidiaries, except where the Group is able to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising
from deductible temporary differences associated with such investments 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 the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered.
74 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Group and the Company
expect, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and
the Group and the Company intend to settle its current tax assets and liabilities on a net basis.
Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to
items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity),
in which case the tax is also recognised outside profit or loss.
Goodwill on Consolidation
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired
(the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the
amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held
equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets
acquired and the liabilities assumed.
If, after reassessment, the Company’s interest in the fair value of the acquiree’s identifiable net assets exceeds
the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the
fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised
immediately in profit or loss as a bargain purchase gain.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit
or loss on disposal.
Impairment of Goodwill
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing,
goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the synergies
of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to
reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-
rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill
is not reversed in a subsequent period.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant
and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated
with the item will flow to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation
and accumulated impairment losses. Repair and maintenance costs are recognised in profit or loss as incurred.
Careplus Group Berhad (896134-d)
annual report 2018
75
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Depreciation of property, plant and equipment is computed on the straight-line method to write down the cost
of the property, plant and equipment to their residual values over their estimated useful lives at the following
annual rates:
Leasehold buildings 2%
Leasehold lands and buildings 61 - 80 years
Electrical installation, furniture and fittings 8% - 10%
Factory and office extension 10% - 20%
Factory equipment 10% - 20%
Forklifts 20%
Motor vehicles 16%
Office equipment 10%
Plant and machineries 10% - 67%
Renovation 10%
Capital work-in-progress represents assets under construction and is stated at cost. Capital work-in-progress
is not depreciated until such time when the asset is available for use.
The estimated useful lives, residual values and depreciation method of property, plant and equipment are
reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for
prospectively.
Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned
assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the
lease term, assets are depreciated over the shorter of the lease term and their useful lives.
Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal
proceeds and the carrying amount of the asset, and is recognised in profit or loss.
At the end of each reporting period, the Group reviews the carrying amounts of its non-financial assets excluding
goodwill to determine whether there is any indication that those assets have suffered an impairment loss. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual
asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated
to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating
units for which a reasonable and consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs to sell and 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 for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying
amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is
increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had no impairment loss been recognised for
the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately
in profit or loss.
76 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Leases
A lease is recognised as a finance lease if it transfers substantially all the risks and rewards of ownership to
the lessee. All other leases are classified as operating leases. Leases of land and buildings are classified as
operating or finance lease in the same way as leases of other assets and the land and buildings elements of
a lease of land and buildings are considered separately for the purpose of lease classification. All leases that
do not transfer substantially all the risks and rewards are classified as operating leases.
Assets acquired by way of hire purchase or finance lease are stated at an amount equal to the lower of
their fair value and the present value of the minimum lease payments at the inception of the leases, less
accumulated depreciation and impairment losses. The corresponding liability is included in the statements
of financial position as borrowings. In calculating the present value of the minimum lease payments, the
discount factor used is the interest rate implicit in the lease, when it is practicable to determine; otherwise,
the Group’s incremental borrowing rate is used. Any initial direct costs are also added to the carrying amount
of such assets.
Lease payments are apportioned between the finance cost and the reductions of the outstanding liability.
Finance costs, which represent the difference between the total leasing commitment and the fair value of
the assets acquired, are recognised in the profit of loss over the term of the relevant lease so as to produce
a constant periodic rate of interest on the remaining balance of the obligation for each accounting period.
The depreciation policy for leased assets is in accordance with that for depreciable property, plant and
equipment.
Operating lease payments are recognised as an expense on a straight-line basis over the term of the lease,
except where another systematic basis is more representative of the time pattern in which economic benefits
from the leased asset are consumed. Contingent rental arising under operating leases are recognised as an
expense in the period which they are incurred.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted
average basis, and comprises the purchase price, production or conversion costs and incidentals incurred
in bringing the inventories to their present location and condition.
Net realisable value represents the estimated selling price less the estimated costs of completion and the
estimated costs necessary to make the sale.
Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive)
as a result of a past event, when it is probable that the Group and the Company will be required to settle the
obligation, and a reliable estimate of the amount can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the
obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows.
Careplus Group Berhad (896134-d)
annual report 2018
77
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Provisions (Cont’d)
When some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received
and the amount of the receivable can be measured reliably.
Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn
revenue and incur expenses, including revenue and expenses that relate to transactions with any of the Group’s
other components. An operating segment’s operating results are reviewed by the chief operating decision
makers to make decisions about resources to be allocated to the segment and assess its performance, and
for which discrete financial information is available.
Financial Instruments
The Group and the Company applied the classification and measurement requirements for financial assets
under MFRS 9 effective from 1 January 2018. The 2017 financial year comparative was not restated, and the
classification and measurement requirements under the previous MFRS 139 was still applied. The changes
in the classification and measurement requirements and its impact are disclosed in Note 2(e).
Financial assets are recognised in the statements of financial position when, and only when, the Group and
the Company become a party to the contractual provisions of the financial instrument.
When financial assets are initially recognised, they are measured at fair value, plus, in the case of financial
assets not at FVTPL, directly attributable transaction costs.
The Group and the Company determine the classification of financial assets upon initial recognition. The
measurement for each classification of financial assets under MFRS 9 for the year ended 31 December 2018
and MFRS 139 for the year ended 31 December 2017 are as below:
Financial assets and financial liabilities are recognised when an entity becomes a party to the contractual
provisions of the instrument.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets
and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly
attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately
in profit or loss.
Financial Assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within
the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair
value, depending on the classification of the financial assets.
78 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Debt instruments that meet the following conditions are subsequently measured at amortised cost:
• the financial asset is held within a business model whose objective is to hold financial assets in order
to collect contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
Debt instruments that meet the following conditions are subsequently measured at FVTOCI:
• the financial asset is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling the financial assets; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of
allocating interest income over the relevant period.
For financial instruments other than purchased or originated credit-impaired financial assets, the effective
interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points
paid or received that form an integral part of the effective interest rate, transaction costs and other premiums
or discounts) excluding expected credit losses, through the expected life of the debt instrument, or, where
appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. For
purchased or originated credit-impaired financial assets, a credit-adjusted effective interest rate is calculated
by discounting the estimated future cash flows, including expected credit losses, to the amortised cost of
the debt instrument on initial recognition.
The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition
minus the principal repayments, plus the cumulative amortisation using the effective interest method of any
difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other
hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting
for any loss allowance.
Interest income is recognised using the effective interest method for debt instruments measured subsequently
at amortised cost and at FVTOCI. For financial instruments other than purchased or originated credit-impaired
financial assets, interest income is calculated by applying the effective interest rate to the gross carrying
amount of a financial asset, except for financial assets that have subsequently become credit-impaired. For
financial assets that have subsequently become credit-impaired, interest income is recognised by applying
the effective interest rate to the amortised cost of the financial asset. If, in subsequent reporting periods, the
credit risk on the credit-impaired financial instrument improves so that the financial asset is no longer credit-
impaired, interest income is recognised by applying the effective interest rate to the gross carrying amount
of the financial asset.
Careplus Group Berhad (896134-d)
annual report 2018
79
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
For purchased or originated credit-impaired financial assets, the Group and the Company recognise interest
income by applying the credit-adjusted effective interest rate to the amortised cost of the financial asset from
initial recognition. The calculation does not revert to the gross basis even if the credit risk of the financial
asset subsequently improves so that the financial asset is no longer credit-impaired.
Interest income is recognised in profit or loss and is included in the “other income” line item.
The carrying amount of financial assets that are denominated in a foreign currency is determined in that
foreign currency and translated at the spot rate at the end of each reporting period. Specifically,
• for financial assets measured at amortised cost that are not part of a designated hedging relationship,
exchange differences are recognised in profit or loss in the ‘other gains and losses’ line item;
• for debt instruments measured at FVTOCI that are not part of a designated hedging relationship,
exchange differences on the amortised cost of the debt instrument are recognised in profit or loss in the
‘other gains and losses’ line item. Other exchange differences are recognised in other comprehensive
income in the investments revaluation reserve;
• for financial assets measured at FVTPL that are not part of a designated hedging relationship, exchange
differences are recognised in profit or loss in the ‘other gains and losses’ line item; and
• for equity instruments measured at FVTOCI, exchange differences are recognised in other comprehensive
income in the investments revaluation reserve.
The Group and the Company recognise a loss allowance for expected credit losses on trade receivables. No
impairment loss is recognised for changes in credit risk since initial recognition of the respective financial
instruments.
The Group and the Company recognise lifetime ECL for trade receivables and amount owing by a related
party. The expected credit losses on these financial assets are estimated using a provision matrix based on
the Group’s and the Company’s historical credit loss experience, adjusted for factors that are specific to the
debtors, general economic conditions and an assessment of both the current as well as the forecast direction
of conditions at the reporting date, including time value of money where appropriate.
For all other financial instruments, the Group and the Company recognise lifetime ECL when there has been
a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial
instrument has not increased significantly since initial recognition, the Group and the Company measure the
loss allowance for that financial instrument increases in the likelihood or risk of a default occurring since initial
recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual
default occurring.
Lifetime ECL represents the expected credit losses that will result from all possible default events over the
expected life of a financial instrument. In contrast, 12-month ECL represents the portion of lifetime ECL that
is expected to result from default events on a financial instrument that are possible within 12 months after
the reporting date.
80 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition,
the Group and the Company compare the risk of a default occurring on the financial instrument as at the
reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition.
In making this assessment, the Group and the Company consider both quantitative and qualitative information
that is reasonable and supportable, including historical experience and forward-looking information that is
available without undue cost or effort. Forward-looking information considered includes the future prospects
of the industries in which the Group’s and the Company’s debtors operate, obtained from economic expert
reports, financial analysts, governmental bodies, relevant think-tanks and other similar organisations, as well
as consideration of various external sources of actual and forecast economic information that relate to the
Group’s and the Company’s core operations.
In particular, the following information is taken into account when assessing whether credit risk has increased
significantly since initial recognition:
• an actual or expected significant deterioration in the financial instrument’s external (if available) or
internal credit rating;
• significant deterioration in external market indicators of credit risk for a particular financial instrument,
e.g. a significant increase in the credit spread, the credit default swap prices for the debtor, or the length
of time or the extent to which the fair value of a financial asset has been less than its amortised cost;
• existing or forecast adverse changes in business, financial or economic conditions that are expected
to cause a significant decrease in the debtor‘s ability to meet its debt obligations;
• significant increases in credit risk on other financial instruments of the same debtor; and
Irrespective of the outcome of the above assessment, the Group and the Company presume that the credit risk
on a financial asset has increased significantly since initial recognition when contractual payments are more
than 120 days past due, unless the Group and the Company have reasonable and supportable information
that demonstrates otherwise.
Despite the aforegoing, the Group and the Company assume that the credit risk on a financial instrument
has not increased significantly since initial recognition if the financial instrument is determined to have low
credit risk at the reporting date. A financial instrument is determined to have low credit risk if i) the financial
instrument has a low risk of default, ii) the borrower has a strong capacity to meet its contractual cash flow
obligations in the near term and iii) adverse changes in economic and business conditions in the longer term
may, but will not necessarily, reduce the ability of the borrower to fulfil its contractual cash flow obligations.
The Group and the Company regularly monitor the effectiveness of the criteria used to identify whether there
has been a significant increase in credit risk and revises them as appropriate to ensure that the criteria are
capable of identifying significant increase in credit risk before the amount becomes past due.
Careplus Group Berhad (896134-d)
annual report 2018
81
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Definition of default
The Group and the Company consider the following as constituting an event of default for internal credit risk
management purposes as historical experience indicates that receivables that meet either of the following
criteria are generally not recoverable.
• information developed internally or obtained from external sources indicates that the debtor is unlikely
to pay its creditors, including the Group and the Company, in full (without taking into account any
collaterals held by the Group and the Company).
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired
includes observable data about the following events:
• the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
• it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
• the disappearance of an active market for that financial asset because of financial difficulties.
Write-off policy
The Group and the Company write off a financial asset when there is information indicating that the counterparty
is in severe financial difficulty and there is no realistic prospect of recovery, e.g. when the counterparty has
been placed under liquidation or has entered into bankruptcy proceedings, or in the case of trade receivables,
when the amounts are over one year past due, whichever occurs sooner. Financial assets written off may still
be subject to enforcement activities under the Group’s and the Company’s recovery procedures, taking into
account legal advice where appropriate. Any recoveries made are recognised in profit or loss.
The measurement of expected credit losses is a function of the probability of default, loss given default (i.e.
the magnitude of the loss if there is a default) and the exposure at default. The assessment of the probability
of default and loss given default is based on historical data adjusted by forward-looking information as
described above. As for the exposure at default, for financial assets, this is represented by the assets’ gross
carrying amount at the reporting date; for loan commitments and financial guarantee contracts, the exposure
includes the amount drawn down as at the reporting date, together with any additional amounts expected
to be drawn down in the future by default date determined based on historical trend, the Group’s and the
Company’s understanding of the specific future financing needs of the debtors, and other relevant forward-
looking information.
For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows
that are due to the Group and the Company in accordance with the contract and all the cash flows that the
Group and the Company expect to receive, discounted at the original effective interest rate.
82 Careplus Group Berhad (896134-d)
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NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Where lifetime ECL is measured on a collective basis to cater for cases where evidence of significant increases
in credit risk at the individual instrument level may not yet be available, the financial instruments are grouped
on the following basis:
• Nature of financial instruments (i.e. the Group’s and the Company’s trade and other receivables, amount
owing by a related party are each assessed as a separate group;
• Past-due status;
The grouping is regularly reviewed by management to ensure the constituents of each group continues to
share similar credit risk characteristics.
If the Group and the Company have measured the loss allowance for a financial instrument at an amount
equal to lifetime ECL in the previous reporting period, but determines at the current reporting date that the
conditions for lifetime ECL are no longer met, the Group and the Company measure the loss allowance at an
amount equal to 12-month ECL at the current reporting date.
The Group and the Company recognise an impairment gain or loss in profit or loss for all financial instruments
with a corresponding adjustment to their carrying amount through a loss allowance account, except for
investments in debt instruments that are measured at FVTOCI, for which the loss allowance is recognised in
other comprehensive income and accumulated in the investment revaluation reserve, and does not reduce
the carrying amount of the financial asset in the statements of financial position.
The Group and the Company derecognise a financial asset only when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another party. If the Group and the Company neither transfer nor retain substantially
all the risks and rewards of ownership and continues to control the transferred asset, the Group and the
Company recognise its retained interest in the asset and an associated liability for amounts it may have to
pay. If the Group and the Company retain substantially all the risks and rewards of ownership of a transferred
financial asset, the Group and the Company continue to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying
amount and the sum of the consideration received and receivable is recognised in profit or loss. In addition,
on derecognition of an investment in a debt instrument classified as at FVTOCI, the cumulative gain or loss
previously accumulated in the investments revaluation reserve is reclassified to profit or loss. In contrast, on
derecognition of an investment in equity instrument which the Group and the Company have elected on initial
recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments
revaluation reserve is not reclassified to profit or loss, but is transferred to retained earnings.
Careplus Group Berhad (896134-d)
annual report 2018
83
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Financial instruments are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instruments.
Where the purchase or sale of a financial asset is under a contract whose terms require delivery of the financial
asset within the time frame established by the market concerned, such financial assets are recognised and
derecognised on trade date.
Financial instruments are initially measured at fair value, plus transaction costs, except for those financial
assets classified as at fair value through profit or loss, which are initially measured at fair value.
The effective interest rate method is a method of calculating the amortised cost of a financial asset and of
allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts
estimated future cash receipts through the expected life of the financial asset, or (where appropriate) a shorter
period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets
classified as at FVTPL.
Financial Assets
Financial assets are classified into the following specified categories: financial assets “at fair value through
profit or loss” (FVTPL), “held-to-maturity” investments, “available-for-sale” (AFS) financial assets and “loans and
receivables”. The classification depends on the nature and purpose of the financial assets and is determined
at the time of initial recognition.
Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated
as at FVTPL.
• it has been acquired principally for the purpose of selling it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages
together and has a recent actual pattern of short-term profit-taking; or
A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial
recognition if:
• the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed
and its performance is evaluated on a fair value basis, in accordance with the Group’s documented
risk management or investment strategy, and information about the grouping is provided internally on
that basis; or
• it forms part of a contract containing one or more embedded derivatives, and MFRS 139 Financial
Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to
be designated as at FVTPL.
84 Careplus Group Berhad (896134-d)
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NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Financial assets at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised
in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned
on the financial asset and is included in the statements of profit or loss and other comprehensive income.
Fair value is determined in the manner described in Note 35.4.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. Loans and receivables are measured at fair value on initial recognition, and
subsequently at amortised cost using the effective interest method less any impairment losses. Interest
income is recognised by applying the effective interest rate method except for short-term receivables when
the recognition of interest would be immaterial.
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each
reporting period. Financial assets are impaired when there is objective evidence that, as a result of one or
more events that occurred after the initial recognition of the financial asset, the estimated future cash flows
of the investment have been affected.
For certain categories of financial assets, such as trade receivables, assets that are assessed not to be
impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of
impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of
collecting payments, an increase in the number of delayed payments in the portfolio past the average credit
period, as well as observable changes in national or local economic conditions that correlate with default on
receivables.
For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference
between the 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 by the impairment loss directly for all financial assets
with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance
account. When a trade receivable is considered uncollectible, it is written off against the allowance account.
Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes
in the carrying amount of the allowance account are recognised in profit or loss.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised, the previously recognised impairment
loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the
impairment is reversed does not exceed what the amortised cost would have been had the impairment not
been recognised.
Careplus Group Berhad (896134-d)
annual report 2018
85
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The Group and the Company derecognise a financial asset when the contractual rights to the cash flows
from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of
ownership of the asset to another party. If the Group and the Company neither transfer nor retain substantially
all the risks and rewards of ownership and continues to control the transferred asset, the Group and the
Company recognise its retained interest in the asset and an associated liability for amounts it may have to
pay. If the Group and the Company retain substantially all the risks and rewards of ownership of transferred
financial asset, the Group and the Company continue to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the
sum of the consideration received and receivable and the cumulative gain or loss that had been recognised
in other comprehensive income and accumulated in equity is recognised in profit or loss.
Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the
substance of the contractual arrangement.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the Group and the Company are recognised at the proceeds
received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities “at FVTPL” or “other financial liabilities”.
Other financial liabilities are initially measured at fair value, net of transaction costs.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method,
with interest expense recognised on an effective yield basis. The effective interest method is a method of
calculating the amortised cost of a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash payments through
the expected life of the financial liability, or, where appropriate, a shorter period.
86 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
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 payments when due in accordance
with the terms of a debt instrument.
Financial guarantee contracts issued by a group entity are initially measured at their fair values and, if not
designated as at FVTPL, are subsequently measured at the higher of:
• the amount of the obligation under the contract, as determined in accordance with MFRS 137; and
• the amount initially recognised less, where appropriate, cumulative amortisation recognised in
accordance with the revenue recognition policies.
The Group and the Company derecognise financial liabilities when, and only when, the Group’s and the
Company’s obligations are discharged, cancelled or expired. The difference between the carrying amount of
the financial liability derecognised and the consideration paid and payables is recognised in profit or loss.
The Group enters into foreign exchange forward contracts to manage its exposure to foreign exchange rate.
Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are
subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss
is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging
instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge
relationship.
A derivative with a positive fair value is recognised as a financial asset; a derivative with a negative fair value
is recognised as a financial liability. A derivative is presented as a non-current asset or a non-current liability
if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or
settled within 12 months. Other derivatives are presented as current assets or current liabilities.
The Group and the Company adopt the indirect method in the preparation of the statements of cash flows.
Cash and cash equivalents comprise cash and bank balances, term deposits and other short-term, highly
liquid investments that are readily convertible into cash with insignificant risk of changes in value, against
which bank overdrafts, if any, are deducted.
Careplus Group Berhad (896134-d)
annual report 2018
87
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
In the process of applying the Group’s accounting policies, which are described in Note 3 above,
management is of the opinion that there are no instances of application of judgement which are expected
to have a significant effect on the amount recognised in the financial statements.
Management believes that there are no key assumptions made concerning the future, and other key
sources of estimation uncertainty at the end of the reporting period, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year except as disclosed below:
The estimates for the residual values, useful lives and related depreciation charges for the property, plant
and equipment are based on commercial factors which could change significantly as a result of technical
innovations and competitors’ actions in response to the market conditions. The Group anticipates that
the residual values of its property, plant and equipment will be insignificant. As a result, residual values
are not being taken into consideration for the computation of the depreciable amount. Changes in the
expected level of usage and technological development could impact the economic useful lives and
the residual values of these assets, therefore future depreciation rates could be revised. The carrying
amounts of these assets are disclosed in Note 10.
The policy for allowance for doubtful debts of the Group is based on expected credit loss model as
required by MFRS 9. A considerable amount of judgement is required in assessing expected credit
losses on receivables using a provision matrix by reference to past default experience of the receivables
and an analysis of the receivable’s current financial position, adjusted for factors that are specific to
the receivables, general economic conditions of the industry in which the receivables operate and an
assessment of both current as well as the forecast direction of conditions at the reporting date.
Valuation of inventories
Reviews are made monthly by management on expected selling price and economic trends when
assessing the net realisable value of inventories. These reviews require judgement and estimates.
Possible changes in these estimates could result in revisions to the valuation of inventories. The carrying
amount of inventories as at year end and inventories written down during the financial year are disclosed
in Note 12.
The Group carries certain financial assets and liabilities at fair value, which requires extensive use of
accounting estimates and judgement. While significant components of fair value measurement were
determined using verifiable objective evidence, the amount of changes in the fair value would differ
if the Group uses different valuation methodologies. Any changes in fair values of these assets and
liabilities would affect profit and equity.
88 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
5. REVENUE
Group Company
2018 2017 2018 2017
RM RM RM RM
The revenue from sales of latex and nitrile gloves and dividend income are recognised at a point in time.
Group Company
2018 2017 2018 2017
RM RM RM RM
5,466,695 5,113,585 – –
Inventories written down (Note 12) 2,240,402 1,613,253 – –
Directors’ non-fee emoluments:
- salaries and other benefits 1,620,354 1,644,832 – –
- defined contribution plan 263,049 237,741 – –
Fair value loss/(gain) on derivatives 1,124,341 (2,007,957) – –
Rental expenses:
- hostel 389,680 320,615 – –
- premises 57,105 37,280 – –
- office equipment 16,212 9,300 – –
Directors’ fee 289,000 240,000 289,000 240,000
Auditors’ remuneration:
- Audit fees 177,000 157,000 35,000 35,000
- Non-audit fees 5,000 5,000 5,000 5,000
Careplus Group Berhad (896134-d)
annual report 2018
89
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group Company
2018 2017 2018 2017
RM RM RM RM
7. DIRECTORS’ REMUNERATION
The aggregate amount of emoluments received and receivable by directors of the Group and the Company
during the financial year are as follows:
Group Company
2018 2017 2018 2017
RM RM RM RM
Executive directors:
- non-fee emoluments 1,620,354 1,644,832 – –
- defined contribution plan 263,049 237,741 – –
1,883,403 1,882,573 – –
Non-executive directors:
- fee 289,000 240,000 289,000 240,000
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group Company
2018 2017 2018 2017
RM RM RM RM
Current tax:
- Current year 1,070,122 850,299 36,984 43,511
- Overprovision in prior years (158,779) (59,301) – (19,990)
1,408,926 2,131,563 – –
A reconciliation of income tax expense applicable to profit before tax at the statutory tax rates to income tax
expense at the effective tax rate of the Group and of the Company is as follows:
Group Company
2018 2017 2018 2017
RM RM RM RM
Income tax expense for the year 2,320,269 2,922,561 36,984 23,521
Careplus Group Berhad (896134-d)
annual report 2018
91
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Income Tax (Exemption) (No.2) Order 2017 gazetted on 10 April 2017 reduced the corporate income tax rate
from 24% to rates below based on the percentage of increase in chargeable income as compared to the
immediate preceding year of assessment:
Percentage of increase in
chargeable income as Percentage point of Tax rate
compared to the immediate reduction in income after reduction
preceding year of assessment tax rate (%)
The above changes are effective for year of assessment 2018. Following this, the applicable tax rates to be
used for the measurement of any applicable deferred tax for the entities in Malaysia will be the expected
rates.
As mentioned in Note 3, the tax effects of deductible temporary differences, unutilised tax losses and unutilised
tax credits which would give rise to deferred tax assets are recognised to the extent that it is probable that
future taxable profit will be available against which the deductible temporary differences, unutilised tax losses
and unutilised tax credits can be utilised. In accordance with the provision of Finance Act, 2018, the unutilised
tax losses, unabsorbed export allowances, unabsorbed capital allowances and unabsorbed reinvestment
allowances are available for utilisation in the next seven years, for which, any excess at the end of the seventh
year, will be disregarded.
As at 31 December 2018, the estimated amount of deductible temporary differences, unutilised tax losses
and unutilised tax credits of the Group, for which no deferred tax assets have been recognised in the financial
statements due to uncertainty of realisation, are as follows:
Group
2018 2017
RM RM
58,926,200 59,050,701
9. INVESTMENT IN SUBSIDIARIES
Company
2018 2017
RM RM
85,208,943 85,208,943
Accumulated impairment loss (301,379) (301,379)
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Careplus (M) Sdn. Bhd. # 100 100 Manufacturing of gloves, and provision
of quality control services for
outsourced gloves
# The impairment loss of investment in a subsidiary of RM301,379 (2017: RM301,379) is provided as the
recoverable amount was less than carrying amount.
The table below show details of a non-wholly owned subsidiary of the Group that has a material non-controlling
interests:
Proportion of
ownership
Place of interests and
incorporation voting rights
and principal held by Profit allocated Accumulated
Name of place of non-controlling to non-controlling non-controlling
subsidiary business interests interests interests
2018 2017 2018 2017 2018 2017
RM RM RM RM
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Summarised financial information (before inter-group elimination) for the subsidiary that has non-controlling
interest that is material to the Group is as follows:
Careglove
2018 2017
RM RM
At 31 December
Non-current assets 78,013,406 80,483,965
Current assets 82,712,886 69,045,122
Non-current liabilities (9,952,752) (11,797,261)
Current liabilities (77,506,976) (71,991,530)
Electrical
Leasehold installation, Factory and (CONT’D)
Leasehold lands and furniture and office Factory Motor Office Plant and Capital work-
buildings buildings fittings extension equipment Forklifts vehicles equipment machineries Renovation in-progress Total
RM RM RM RM RM RM RM RM RM RM RM RM
annual report 2018
NOTES TO
Group
Cost
As at 1 January 2017 34,489,204 16,441,350 2,931,990 2,580,304 5,007,970 838,391 1,061,586 3,048,234 136,534,335 706,072 11,347,479 214,986,915
Careplus Group Berhad (896134-d)
Additions 506,910 – 280,141 85,664 102,215 – 370,399 473,862 5,532,938 72,917 13,070,475 20,495,521
Disposals – – – (9,188) – – (20,500) (54,494) (979,883) – (272,868) (1,336,933)
Write-offs – – – – (2,500) – – (20,590) – – – (23,090)
Reclassifications – – 115,960 – 584,484 – – 95,000 11,307,416 – (12,102,860) –
As at 31 December 2017/
1 January 2018 34,996,114 16,441,350 3,328,091 2,656,780 5,692,169 838,391 1,411,485 3,542,012 152,394,806 778,989 12,042,226 234,122,413
Additions 42,424 – 149,240 145,931 27,864 88,000 363,263 222,956 2,989,439 45,000 10,942,136 15,016,253
THE FINANCIAL STATEMENTS
As at 31 December 2018 35,038,538 16,441,350 3,542,147 3,084,241 5,958,053 926,391 1,323,056 3,624,873 165,890,584 823,989 9,579,653 246,232,875
10. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Electrical
Leasehold installation, Factory and
Leasehold lands and furniture and office Factory Motor Office Plant and Capital work-
buildings buildings fittings extension equipment Forklifts vehicles equipment machineries Renovation in-progress Total
RM RM RM RM RM RM RM RM RM RM RM RM
Group
Accumulated depreciation
As at 1 January 2017 1,824,397 1,736,421 739,636 1,533,651 1,527,347 651,521 846,428 1,639,381 45,218,482 180,366 – 55,897,630
Charge for the year 679,850 272,580 314,988 145,493 530,252 61,083 148,132 480,810 18,675,018 73,645 – 21,381,851
Disposals – – – (3,379) – – (20,499) (46,749) (770,278) – – (840,905)
Write-offs – – – – (958) – – (17,118) – – – (18,076)
As at 31December 2017/
1 January 2018 2,504,247 2,009,001 1,054,624 1,675,765 2,056,641 712,604 974,061 2,056,324 63,123,222 254,011 – 76,420,500
Charge for the year 680,124 277,388 333,833 182,923 585,128 61,852 140,152 435,974 18,060,135 82,024 – 20,839,533
Disposals – – (36) – – – (451,690) (194,474) (1,117,002) – – (1,763,202)
As at 31 December 2018 3,184,371 2,286,389 1,388,421 1,858,688 2,641,769 774,456 662,523 2,297,824 80,066,355 336,035 – 95,496,831
As at 31 December 2017 32,491,867 14,432,349 2,273,467 981,015 3,635,528 125,787 437,424 1,485,688 89,271,584 524,978 12,042,226 157,701,913
(CONT’D)
THE FINANCIAL STATEMENTS
NOTES TO
annual report 2018
Careplus Group Berhad (896134-d)
95
96 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Included in the net book value of property, plant and equipment of the Group are the following assets acquired
under hire purchase terms:
Group
2018 2017
RM RM
Forklifts 1 1
Motor vehicles 466,654 382,820
Plant and machineries 40,502,528 41,449,614
40,969,183
41,832,435
Included in property, plant and equipment of the Group are the following fully depreciated property, plant and
equipment which are still in use:
Group
2018 2017
RM RM
Factory and office extension 1,164,103 1,164,103
Factory equipment 25,412 25,412
Forklifts 632,291 587,291
Furniture and fittings 70,439 70,484
Motor vehicles 400,631 567,323
Office equipment 1,133,079 398,555
Plant and machineries 24,655,287 16,905,601
28,081,242
19,718,769
Included in the net book value of property, plant and equipment at the end of the reporting period are the
following assets pledged to financial institutions as security for banking facilities granted to the Group as
disclosed in Note 22:
48,893,521
50,623,241
Careplus Group Berhad (896134-d)
annual report 2018
97
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group Company
2018 2017 2018 2017
RM RM RM RM
Non-current:
Prepaid expenses 346,500 346,500 – –
Current:
Other receivables 4,740,377 6,223,513 1,371 7,956
Deposits 421,425 380,941 – –
Prepaid expenses 1,523,709 1,891,060 – –
The non-current prepaid expenses are in respect of the final instalment payments under hire purchase
agreements.
Included in other receivables of the Group consist of Goods and Services Tax of RM3,608,350 (2017:
RM4,812,895).
4,740,377
6,223,513
12. INVENTORIES
Group
2018 2017
RM RM
At cost:
Raw materials 8,401,247 6,461,110
Work-in-progress 13,207,773 11,710,626
Packing materials 1,020,014 868,473
Finished goods 12,021,284 9,905,129
34,650,318 28,945,338
98 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group
2018 2017
RM RM
7,251,633 8,529,795
41,901,951 37,475,133
Group
2018 2017
RM RM
24,817,403
17,277,285
The Group’s normal trade credit terms range from 14 to 120 (2017: 14 to 120) days. Other credit terms are
assessed and approved on a case-by-case basis.
In the current year, the Group measures the allowance for doubtful debts at an amount equal to lifetime
expected credit loss. The expected credit losses on trade receivables are estimated using a provision matrix
by reference to past default experience of the receivables and an analysis of the receivable’s current financial
position, adjusted for factors that are specific to the receivables, general economic conditions of the industry
in which the receivables operate and an assessment of both current as well as the forecast direction of
conditions at the reporting date.
Careplus Group Berhad (896134-d)
annual report 2018
99
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The table below is an analysis of trade receivables at the end of the reporting period:
Group
2018 2017
RM RM
24,854,068 18,304,316
Group
2018 2017
RM RM
2,411,028 3,475,980
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during
the financial year.
The Group has trade receivables amounting to RM2,411,028 (2017: RM3,475,980) that are past due at the
reporting period but against which the Group has not recognised allowance for doubtful debts as the amounts
are considered recoverable. The Group does not hold any collateral over these balances.
100 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The Group applied the simplified approach whereby allowance for doubtful debts is measured at lifetime
expected credit loss as disclosed in Note 2. Comparative amount for 2017 represents allowance account for
credit losses and reflect measurement basis under MFRS 139. The movement of the allowance for doubtful
debts as follows:
Lifetime
ECL Specific Total
allowance allowance allowance
RM RM RM
Group
2018 2017
RM RM
24,817,403 17,277,285
Amounts owing by/(to) subsidiaries are non-trade in nature, interest-free and receivable/repayable on demand.
Amounts owing by/(to) subsidiaries are denominated in Ringgit Malaysia.
Amount owing by a related party is trade in nature and subjected to trade credit term of 90 (2017: 90) days.
Amount owing by a related party is denominated in United States Dollar (“USD”).
Amount owing by a related party that are past due at the end of the reporting period but against which the
Group has not recognised an allowance for doubtful debts because there has not been a significant change
in credit quality and the amounts are still considered recoverable. The Group does not hold any collateral or
other credit enhancements over these balances nor does it have a legal right of offset against any amounts
owed by the Group to the counterparty.
Group
2018 2017
RM RM
56,721,641 48,518,408
Careplus Group Berhad (896134-d)
annual report 2018
101
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
An allowance has been made for estimated irrecoverable amounts from sale of goods of RM101,725 (2017:
RMNil). In the current year, the Group measures the allowance for doubtful debts at an amount equal to lifetime
expected credit loss. The expected credit losses on amount owing by a related party are estimated using a
provision matrix by reference to past default experience of the receivables and an analysis of the receivable’s
current financial position, adjusted for factors that are specific to the receivables, general economic conditions
of the industry in which the receivables operate and an assessment of both current as well as the forecast
direction of conditions at the reporting date.
2018 2017
RM RM
Ageing of trade amount owing by a related party that are past due but not impaired:
Group
2018 2017
RM RM
The Group applied the simplified approach whereby allowance for doubtful debts is measured at lifetime
expected credit loss as disclosed in Note 2. Comparative amount for 2017 represents allowance account for
credit losses and reflect measurement basis under MFRS 139. The movement of the allowance for doubtful
debts on amount owing by a related party is as follows:
Group
Lifetime
ECL Specific Total
allowance allowance allowance
RM RM RM
At 1 January 2018 – – –
Effect of MFRS 9 Financial Instruments adoption 101,725 – 101,725
For the purpose of these financial statements, parties are considered to be related to the Group if the
Group or the Company has the ability, directly or indirectly, to control the party or exercise significant
influence over the party in making financial and operating decisions, or vice versa, or where the Group
or the Company and the party are subject to common control or common significant influence. Related
parties may be individuals or other entities.
102 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
(b) Significant related party transactions undertaken based on agreed terms between the parties, are as
follows:
Group
2018 2017
RM RM
Group Company
2018 2017 2018 2017
RM RM RM RM
Short-term employee benefits 3,566,541 3,459,957 289,000 240,000
The fixed deposits with licensed banks of the Group and the Company bear a weighted average interest
rate of 3% (2017: 3.36%) per annum. The fixed deposits have maturity periods ranging from 1 to 12 months
(2017: 1 to 12 months).
Included in the fixed deposits with licensed banks of the Group at the end of the reporting period was an
amount of RM6,555,474 (2017: RM8,442,532), of which a total of RM5,305,474 (2017: RM4,242,532) has
been pledged to licensed banks as security for banking facilities granted to the Group as disclosed in Note
22.
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
During the financial year, the issued and fully paid-up capital of the Company was increased from RM85,100,012
comprising 506,359,799 ordinary shares to RM90,475,012 comprising 531,359,799 ordinary shares by way
of issuance of 25,000,000 new ordinary shares of RM0.215 each for cash arising from exercise of private
placement.
The new ordinary shares issued rank pari passu with the existing ordinary shares of the Company. The
Company has not issued any debentures during the financial year.
The movements in the share premium of the Group and of the Company are as follows:
At end of year – –
The merger deficit arose from the difference between the carrying value of the investment and the nominal
value of the shares of a subsidiary upon consolidation under the merger accounting principles.
104 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Distributable reserves are those available for distribution by way of dividends. The entire retained earnings of
the Company are available for distribution as single-tier dividends. Under the single-tier dividend system, tax
on a company’s profit is a final tax, and dividends paid are exempted from tax in the hands of the shareholders.
20. BORROWINGS
Group
2018 2017
RM RM
Secured
Hire purchases 10,709,240 19,854,580
Term loans 12,169,416 14,073,953
22,878,656 33,928,533
Secured
Hire purchases 9,450,547 9,053,199
Term loans 7,889,515 4,120,146
Bills payable 68,030,029 56,677,229
85,370,091 69,850,574
Total borrowings:
Hire purchases (Note 21) 20,159,787 28,907,779
Term loans (Note 22) 20,058,931 18,194,099
Bills payable 68,030,029 56,677,229
108,248,747
103,779,107
The average effective interest rates per annum for the borrowings at the end of the reporting period were as
follows:
Group
2018 2017
% %
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
68,030,029 56,677,229
The table below details changes in the Group’s liabilities arising from financing activities, including both
cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows
were, or future cash flows will be, classified in the Group’s statements of cash flows as cash flows from
financing activities.
Group
2018 2017
RM RM
Non-cash changes
Other changes (ii) 2,313,205 2,070,796
(i) The cash flows from borrowings make up the net amount of drawdown of borrowings and
repayments of borrowings in the statements of cash flows.
(ii) Other changes include acquisition of property, plant and equipment under hire purchase financing
and unrealised gain on foreign exchange.
Group
2018 2017
RM RM
21,754,626 32,008,029
Less: Future finance charges (1,594,839) (3,100,250)
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group
2018 2017
RM RM
Current
Not later than one year 9,450,547 9,053,199
Non-current
Later than one year and not later than five years 10,709,240 19,854,580
20,159,787 28,907,779
Group
2018 2017
RM RM
20,058,931
18,194,099
(i) a first legal charge over the leasehold buildings, leasehold lands and buildings, certain factory and
office extension and certain plant and machineries as disclosed in Note 10;
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Group
2018 2017
RM RM
The movement in deferred tax liabilities during the financial year are as follows:
Group
2018 2017
RM RM
1,408,926
2,131,563
The deferred tax liabilities provided in the financial statements represents the tax effects of the following:
Group
2018 2017
RM RM
5,813,005 5,294,672
Offsetting
(4,397,997)
(5,288,590)
(4,397,997)
(5,288,590)
Offsetting 4,397,997 5,288,590
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The normal
credit terms granted to the Group range from 30 to 120 (2017: 30 to 120) days. No interest is charged on the
trade payables. The Group has financial risk management policies in place to ensure that all payables are
paid within the pre-agreed credit terms.
Group
2018 2017
RM RM
32,925,520 24,685,965
Group Company
2018 2017 2018 2017
RM RM RM RM
The currency exposure profile of other payables and accrued expenses is as follows:
Group Company
2018 2017 2018 2017
RM RM RM RM
Group
2018 2017
RM RM
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Bank overdrafts are secured in the same manner as the term loans as disclosed in Note 22.
The average effective interest rates per annum for the overdraft at the end of the reporting period were as
follows:
Group
2018 2017
% %
Basic loss per share is calculated by dividing the loss for the year attributable to owners of the Company by
the weighted average number of ordinary shares in issue during the financial year.
Group
2018 2017
RM RM
Loss for the year attributable to owners of the Company (1,422,469) (1,918,200)
2018 2017
The basic and diluted loss per share are the same as the Company has no dilutive potential ordinary shares.
29. DIVIDENDS
The directors do not recommend any dividend payment in respect of the financial year ended 31 December
2018.
110 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following:
Group Company
2018 2017 2018 2017
RM RM RM RM
Group Company
2018 2017 2018 2017
RM RM RM RM
The Group’s business comprise mainly of manufacturing and sales of latex and nitrile gloves. The Group’s
manufacturing activities are operated solely in Malaysia. On this basis, no reportable operating segment is
presented during the current financial year as all information required are disclosed in this report.
Geographical Information
Revenue is based on the country in which the customers are located. Non-current assets are determined
according to the country where these assets are located. The amounts of non-current assets do not include
financial instruments and deferred tax assets.
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Major Customers
The following are the major customers with revenue equal to or more than 10% of Group revenue:
Revenue
2018 2017
RM RM
Customer A 203,132,315 213,981,600
Customer B 43,659,236 46,363,649
246,791,551 260,345,249
As at 31 December 2018, the Group has the following capital commitments in respect of the acquisition of
property, plant and equipment:
Group
2018 2017
RM RM
16,969,473 27,378,160
As at 31 December 2018, the Group has the following operating lease commitments in respect of rental of
hostel and office equipment:
Group
2018 2017
RM RM
673,572 810,890
112 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Company
2018 2017
RM RM
Unsecured
Corporate guarantee given to a third party in
respect of borrowings to subsidiaries 108,963,649 104,930,353
The financial guarantees provided to a third party for subsidiaries are no longer disclosed as contingent
liabilities but would instead be accounted as financial liabilities if considered likely to crystalise. The Company
has assessed the financial guarantee contracts and concluded that the financial guarantees are unlikely to
crystalise. Therefore, the financial impact of the financial guarantees is negligible.
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal
capital structure so as to support their businesses and maximise shareholders’ value. To achieve this
objective, the Group may make adjustments to the capital structure in view of changes in economic
conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or
issuing new shares.
The Group manages its capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as
net debt divided by total equity. Net debt is calculated as borrowings plus trade and other payables
less cash and cash equivalents.
There was no change in the Group’s approach to capital management during the financial year.
The debt-to-equity ratio of the Group as at the end of the reporting period was as follows:
Group
2018 2017
RM RM
157,756,873 155,721,065
Less: Fixed deposits with licensed banks (6,555,474) (8,442,532)
Less: Cash and bank balances (8,728,464) (5,808,767)
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Details of the significant accounting policies and methods adopted (including the criteria for recognition,
the basis of measurement and the bases for recognition of income and expenses) for each class of
financial assets, financial liabilities and equity instruments are disclosed in Note 3.
Group
2018 2017
RM RM
Financial Assets
Fair value through profit or loss (FVTPL):
Derivative assets 273,344 1,397,685
Amortised cost:
Trade receivables 24,817,403 17,277,285
Other receivables and deposits 1,553,452 1,791,559
Amount owing by a related party 56,721,641 48,518,408
Fixed deposits with licensed banks 6,555,474 8,442,532
Cash and bank balances 8,728,464 5,808,767
Financial Liabilities
Amortised cost:
Borrowings 108,248,747 103,779,107
Trade payables 32,925,520 24,685,965
Other payables and accrued expenses 15,867,704 26,104,747
Bank overdrafts 714,902 1,151,246
Financial Assets
Amortised cost:
Other receivables 1,371 7,956
Amount owing by subsidiaries 14,375,005 89,473
Fixed deposits with licensed banks 1,250,000 4,200,000
Cash and bank balances 62,279 108,402
Financial Liabilities
Amortised cost:
Other payables and accrued expenses 72,605 78,514
Amount owing to subsidiaries 100,000 100,000
The operations of the Group are subject to a variety of financial risks, including foreign currency risk,
interest rate risk, credit risk, liquidity risk and cash flow risk. The Group’s principal objective is to minimise
the Group’s exposure to risks and/or costs associated with the financing, investing and operating
activities of the Group.
Various risk management policies are formulated and approved by the directors for observation in the
day-to-day operations for controlling and managing the risks associated with financial instruments.
114 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The Group is exposed to foreign currency risk on transactions and balances that are denominated
in currencies other than Ringgit Malaysia (“RM”). The currencies giving rise to this risk are primarily
United States Dollar (“USD”). Foreign currency risk is monitored closely on an ongoing basis to
ensure that the net exposure is at an acceptable level. On occasion, the Group enters into forward
foreign currency contracts to hedge against its foreign currency risk.
The following table details the Group’s sensitivity to a 10% increase and decrease in USD against
RM. The sensitivity analysis includes only outstanding foreign currency denominated monetary
items and adjusts their translation at the period end for a 10% change in foreign currency rates.
A positive number below indicates an increase in profit or loss where the USD strengthens 10%
against the RM. For a 10% weakening of the USD against the RM, there would be an equal and
opposite impact on the profit or loss, and the balances would be negative.
Group
2018 2017
RM RM
(i) this is mainly attributable to the exposure outstanding on USD receivables net off with USD
payables and cash and bank balances of the Group at the end of the reporting period.
The above sensitivity analysis is unrepresentative of the inherent foreign exchange risk because
the year-end exposure does not reflect the exposure during the year.
In the course of its operations, the Group’s policy is to hedge all material “operational” foreign
currency exposures arising from its transactions using derivative instruments as soon as a firm or
highly probable commercial and/or financial commitment is entered into or known. This derivative
instrument is limited to forward foreign currency contracts, with a term generally less than one
year.
The following table details the foreign exchange forward contracts outstanding as at reporting
date:
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Buy USD
1 to 6 months 4.16 11,660,000 48,538,635 1,397,685
Interest rate risk is the risk that the fair value of future cash flows of the Group’s financial instruments
will fluctuate because of changes in market interest rates. The Group’s exposure to interest rate
risk arises mainly from interest-bearing borrowings. The Group’s policy is to obtain the most
favourable interest rate available.
At 31 December 2018, if interest rates had been 100 basis points lower/higher, with all other
variables held constant, the Group’s post-tax profit for the financial year would have been
RM674,909 (2017: RM577,772) higher/lower, arising mainly as a result of lower/higher finance costs
on floating rate borrowings. The assumed movement in basis points for interest rate sensitivity
analysis is based on a prudent estimate of the current market environment.
The Group’s exposure to credit risk, or the risk of counterparties defaulting, arises mainly from
trade and other receivables and amount owing by a related party. The Group manages its exposure
to credit risk by the application of credit approvals, credit limits and monitoring procedures on
an ongoing basis. For other financial assets (including fixed deposits with licensed banks and
cash and bank balances), the Group minimises credit risk by dealing exclusively with high credit
rating counterparties.
The Company provides financial guarantee to financial institutions for credit facilities granted
to certain subsidiaries. The Company monitors the results of these subsidiaries regularly and
repayments made by the subsidiaries.
The maximum credit exposure of the Group, without taking into account the fair value of any
collateral, is represented by carrying amounts of the trade and other receivables and amount
owing by a related party as shown on the statements of financial position. The Company’s
major concentration of credit risk relates to amount owing by a related party which constituted
approximately 66% (2017: 67%) of its total receivables at the end of the reporting period.
The Group actively manages its debt maturity profile, operating cash flows and the availability of
funding so as to ensure that all operating, investing and financing needs are met. In liquidity risk
management strategy, the Group measures and forecasts its cash commitments and maintains
adequate level of cash and credit facilities to finance its working capital. In addition, the Group
carries out treasury management to optimise the cash flow utilisation of the Group where
applicable.
116
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted
annual report 2018
NOTES TO
cash flows (including interest payment computed based on the rate at the end of the reporting period):
Weighted
Average Contractual
Effective Carrying Undiscounted Within 1 - 5 Over 5
Careplus Group Berhad (896134-d)
2018
Financial Liabilities
Hire purchase payables 3.3 20,159,787 21,754,631 10,419,615 11,335,016 –
Term loans 5.5 20,058,931 23,742,549 8,720,227 8,340,224 6,682,098
THE FINANCIAL STATEMENTS
Weighted
Average Contractual
Effective Carrying Undiscounted Within 1 - 5 Over 5
Interest Rate Amount Cash Flows 1 Year Years Years
The Group % RM RM RM RM RM
2017
Financial Liabilities
Hire purchase payables 4.4 28,907,779 32,008,029 10,584,441 21,423,588 –
Term loans 5.9 18,194,099 20,982,187 4,987,823 11,625,566 4,368,798
Trade payables – 24,685,965 24,685,965 24,685,965 – –
Other payables and
accrued expenses – 26,104,747 26,104,747 26,104,747 – –
Bills payable 3.4 56,677,229 56,856,965 56,856,965 – –
Bank overdrafts 7.6 1,151,246 1,151,246 1,151,246 – –
All financial liabilities of the Company at the end of the reporting period are repayable on demand or due within 1 year from the end of the
reporting period.
(CONT’D)
THE FINANCIAL STATEMENTS
NOTES TO
annual report 2018
Careplus Group Berhad (896134-d)
117
118 Careplus Group Berhad (896134-d)
annual report 2018
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
The fair values of financial instruments refer to the amounts at which the instruments could be
exchanged or settled between knowledgeable and willing parties in an arm’s length transaction.
Fair values have been arrived at based on prices quoted in an active, liquid market or estimated
using certain valuation techniques such as discounted future cash flows based upon certain
assumptions. Amounts derived from such methods and valuation techniques are inherently
subjective and therefore do not necessarily reflect the amounts that would be received or paid
in the event of immediate settlement of the instruments concerned.
On the basis of the amounts estimated from the methods and techniques as mentioned in the
preceding paragraph, the carrying amount of the various financial assets and financial liabilities
reflected on the statements of financial position approximate their fair values.
The methodologies used in arriving at the fair values of the principal financial assets and financial
liabilities of the Group are as follows:
• Cash and cash equivalents, trade and other receivables, amount owing by a related
party, intercompany indebtedness, trade and other payables and short-term
borrowings: The carrying amounts are considered to approximate the fair values as they
are either within the normal credit terms or they have short-term maturity period.
• Derivative instruments: The fair values of foreign exchange derivatives were calculated
using market prices that the Group would pay or receive to settle the related agreements.
The following table provides an analysis of financial instruments that are measured subsequent
to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the
fair value is observable.
2017
Financial assets at FVTPL
Derivative financial assets – 1,397,685 – 1,397,685
The Group’s financial assets are measured at fair value at the end of each reporting period. The
following table gives information about how the fair values of these financial assets are determined
(in particular, the valuation technique(s) and input used).
Careplus Group Berhad (896134-d)
annual report 2018
119
NOTES TO
THE FINANCIAL STATEMENTS
(CONT’D)
Fair Valuation
2018 2017 value technique(s)
RM RM hierarchy and key inputs
Financial assets
Derivative instruments
carried at fair value:
Foreign exchange
forward contracts
Observable
foreign exchange
contract forward
rates at the end of
Financial assets 273,344 1,397,685 Level 2 reporting period
Fair value measurements not recognised in the statements of financial position (but fair value
disclosures are required)
Except as detailed in the following table, the directors consider that the carrying amounts of
financial assets and financial liabilities recognised in the financial statements approximate their
fair values.
2018 2017
Carrying Fair Carrying Fair
amount value amount value
Group RM RM RM RM
Financial liabilities
2018
Financial liabilities
at amortised cost
Hire purchases – 18,915,851 – 18,915,851
Term loans – 16,638,892 – 16,638,892
2017
Financial liabilities
at amortised cost
Hire purchases – 28,238,432 – 28,238,432
Term loans – 17,905,472 – 17,905,472
120 Careplus Group Berhad (896134-d)
annual report 2018
STATEMENT BY
DIRECTORS
The directors of CAREPLUS GROUP BERHAD, state that, in their opinion, the financial statements give a true
and fair view of the financial position of the Group and the Company as at 31 December 2018 and of its financial
performance and its cash flows for the year then ended in accordance with Malaysia Financial Reporting Standards,
International Financial Reporting Standards and the requirements of the Companies Act, 2016 in Malaysia.
______________________________
LIM KWEE SHYAN
______________________________
YEW NIENG CHOON
Seremban
19 April 2019
DECLARATION BY
THE OFFICER PRIMARILY RESPONSIBLE
FOR THE FINANCIAL MANAGEMENT OF THE COMPANY
I, A LEY LIM, the officer primarily responsible for the financial management of CAREPLUS GROUP BERHAD,
do solemnly and sincerely declare that the accompanying financial statements are, in my opinion, 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.
______________________________
A LEY LIM
MIA Membership No.: 9163
Before me,
______________________________
RODIAH BT MOHAMED (NO. N 083)
COMMISSIONER FOR OATHS
Careplus Group Berhad (896134-d)
annual report 2018
121
List Of
Properties
Net book
Approximate value
age of the Tenure/ Land Built-up as at 31
building/Date Expiry area area December
Registered owner and postal of certificate date Description (Square (Square 2018
address/identification Title Identification of fitness of lease and existing use feet) feet) (RM)
Careplus (M) Sdn Bhd
Lot 104, Lorong Senawang 4/2, No. Hakmilik PM 43, 18 years/ Leasehold/ Single-storey 41,947 9,000 803,623
Off Jalan Senawang Empat, Lot No. 5619, 13.08.2010 99 years factory
Senawang Industrial Estate, Pekan Senawang, expiring on for packing,
70450 Seremban, Daerah Seremban, 12.09.2073 warehouse and
Negeri Sembilan Darul Khusus. Negeri Sembilan Darul Khusus. chlorination plant
Nos 120 and 121, PM 71, Lot No. 10577, Approximately Leasehold/ Multi-storey 407,823 360,822 18,867,837
Jalan Senawang 3, Pekan Senawang, 37 years 99 years detached factory
Senawang Industrial Estate, District of Seremban, (acquired on expiring on with an annexed
70450 Seremban, Negeri Sembilan Darul Khusus. 02.08.2011) 20.07.2073 three-storey
Negeri Sembilan Darul Khusus. office building as
our head office,
chlorination
plant, warehouse
and production
factory
Rubbercare Protection Products Sdn Bhd
Lot 110, Lorong Senawang 4/3, Lot No. PT 1345, H.S.(D) 21 years/ Leasehold/ Single-storey 43,560 34,579 1,161,666
Off Jalan Senawang Empat, 133246 in Mukim Ampangan, 06.08.2010 99 years detached factory
Senawang Industrial Estate, Daerah Seremban, expiring on with an annexed
70450 Seremban, Negeri Sembilan Darul Khusus. 28.06.2077 double-storey
Negeri Sembilan Darul Khusus. office building
and production
factory
Careglove Global Sdn Bhd
Lot 17479, Lorong Senawang 3/2, No. Hakmilik PN 1290, 8 years/ Leasehold/ Multi-storey 398,328 215,488 25,175,818
Off Jalan Senawang 3, Mukim Ampangan, 27.04.2011 99 years detached factory
Senawang Industrial Estate, Daerah Seremban, expiring on with an annexed
70450 Seremban, Negeri Sembilan Darul Khusus. 27.05.2073 single-storey
Negeri Sembilan Darul Khusus. office building,
chlorination plant,
and a double-
storey warehouse
122 Careplus Group Berhad (896134-d)
annual report 2018
ANALYSIS OF
SHAREHOLDINGS
AS AT 29 MARCH 2019
No. of No. of
Size of Holdings Holders % Shares %
1-99 25 0.67 1,123 *
100-1,000 138 3.68 83,750 0.02
1,001-10,000 1,219 32.50 8,287,550 1.56
10,001-100,000 1,912 50.97 71,710,201 13.50
100,001-less than 5% of issued shares 452 12.05 261,538,800 49.22
5% and above of issued shares 5 0.13 189,738,375 35.71
TOTAL: 3,751 100.00 531,359,799 100.00
* Negligible
Notes:
(1) Deemed interested by virtue of his spouse, Ng Shu Si’s interest in the Company.
(2) Deemed interested by virtue of her spouse, Lim Kwee Shyan’s interest in the Company.
(3) Deemed interested by virtue of his spouse, Chan Pek Harn @ Chan Wai Har’s interest in the Company and
ANALYSIS OF
SHAREHOLDINGS
(CONT’D)
DIRECTORS’ SHAREHOLDINGS
(As per the Register of Directors’ Shareholdings)
Notes:
(1) Deemed interested by virtue of his spouse, Chan Pek Harn @ Chan Wai Har’s interest in the Company and
by virtue of his interest in Thinking Cap Sdn. Bhd.
(2) Deemed interested by virtue of his spouse, Ng Shu Si’s interest in the Company.
(3) Deemed interested by virtue of her spouse, Tan Chun Kiong’s shareholdings in the Company.
(4) Deemed interested by virtue of his interest in AI Capital Sdn. Bhd.
No. of
No Name Shares held %
1 Thinking Cap Sdn. Bhd. 57,028,250 10.73
2 Lim Kwee Shyan 41,962,300 7.90
3 Alliancegroup Nominees (Tempatan) Sdn. Bhd. 34,000,000 6.40
- Pledged Securities Account for Lim Kwee Shyan
4 Ng Shu Si 29,247,825 5.50
5 RHB Nominees (Tempatan) Sdn. Bhd. 27,500,000 5.18
- Pledged Securities Account for Lim Kwee Shyan
6 Chan Pek Harn @ Chan Wai Har 19,963,450 3.76
7 Yew Nieng Choon 15,631,650 2.94
8 Lim Hoe Seng 12,998,000 2.45
9 Yew Yee Peng 8,323,250 1.57
10 Tan Ching Ling 6,888,000 1.30
124 Careplus Group Berhad (896134-d)
annual report 2018
ANALYSIS OF
SHAREHOLDINGS
(CONT’D)
No. of
No Name Shares held %
11 Low Kwai Leng 5,341,000 1.01
12 Toh Chin Chong 5,007,100 0.94
13 Tan Chuan Hock 4,500,000 0.85
14 Loo Teck Looi 4,033,250 0.76
15 Tan Shu Ayan 4,005,350 0.75
16 Vibrant Model Sdn. Bhd. 4,000,000 0.75
17 Gan Ah Kow 3,612,000 0.68
18 Khoo Chai Heng 3,474,200 0.65
19 Gan Ah Kow 3,365,800 0.63
20 Lim Kau @ Lim Kwee Wu 3,363,150 0.63
21 Frontvest Holdings Sdn. Bhd. 3,269,700 0.62
22 UOBM Nominees (Tempatan) Sdn. Bhd. 3,029,000 0.57
- UOBM for Lai Chee Fong
23 Tham Kin Yip 2,778,000 0.52
24 Public Nominees (Tempatan) Sdn. Bhd. 2,700,000 0.51
- Pledged Securities Account for Loo Teck Looi
25 Khoo Chai Pek 2,630,300 0.50
26 Lee Pui Seng 2,310,000 0.43
27 Tay Siew Tuan 2,075,250 0.39
28 Lim Sua Chan 2,050,000 0.39
29 Teo Yong Swee 2,000,800 0.38
30 Tong Fong Realty Sdn. Berhad 1,800,000 0.34
Careplus Group Berhad (896134-d)
annual report 2018
125
Notice Of ninth
Annual General Meeting
NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting (“AGM” or “the Meeting”) of CAREPLUS
GROUP BERHAD (“the Company”) will be held at D’ Tempat Country Club, Jalan Pusat Dagangan Sendayan 1,
71950 Bandar Sri Sendayan, Negeri Sembilan Darul Khusus on Wednesday, 12 June 2019 at 11:00 a.m. to transact
the following businesses:-
AGENDA
AS ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the financial year ended 31 Please refer to
December 2018 together with the Reports of the Directors and Auditors thereon. Explanatory Note 1
2. To approve the payment of Directors’ fees and/or benefits of RM56,500.00 for (Ordinary Resolution 1)
the financial year ended 31 December 2018.
3. To approve the payment of Directors’ fees and/or benefits of up to RM334,000.00 (Ordinary Resolution 2)
for the financial year ending 31 December 2019.
4. To re-elect the following Directors who retire by rotation pursuant to Clause 103
of the Company’s Constitution:-
5. To re-elect the following Directors who retire pursuant to Clause 106 of the
Company’s Constitution:-
6. To re-appoint Messrs. Deloitte PLT as Auditors of the Company until the (Ordinary Resolution 7)
conclusion of the next Annual General Meeting and to authorise the Directors
to fix their remuneration.
AS SPECIAL BUSINESS:
To consider and if thought fit, pass with or without any modifications, the following
resolutions:-
7. GENERAL AUTHORITY FOR THE DIRECTORS TO ALLOT AND ISSUE (Ordinary Resolution 8)
SHARES PURSUANT TO SECTIONS 75 AND 76 OF THE COMPANIES ACT
2016
“THAT pursuant to Sections 75 and 76 of the Companies Act 2016, and subject
to the approvals of the relevant governmental and/or regulatory authorities,
the Directors be and are hereby empowered to allot and issue shares in the
Company from time to time at such price, upon such terms and conditions, for
such purposes and to such person or persons whomsoever as the Directors
may deem fit provided that the aggregate number of shares issued pursuant
to this resolution does not exceed ten per centum (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 approval from the Bursa Malaysia Securities
Berhad for the listing of and quotation for the additional shares so issued AND
THAT such authority shall continue in force until the conclusion of the next
Annual General Meeting of the Company.”
126 Careplus Group Berhad (896134-d)
annual report 2018
Notice Of ninth
Annual General Meeting
(CONT’D)
“THAT approval be and is hereby given to alter or amend the whole of the existing
Constitution of the Company by the replacement thereof with a new Constitution
of the Company as set out in “Appendix A” with immediate effect AND THAT
the Directors and/or the Secretary of the Company be authorised to assent to
any conditions, modifications and/or amendments as may be required by any
relevant authorities, and to do all acts and things and take all such steps as may
be considered necessary to give full effect to the foregoing.”
9. To transact any other business of which due notice shall have been given.
Notes:
(a) A member who is entitled to attend, participate, speak and vote at the Meeting shall be entitled to appoint
up to two (2) proxies to attend, participate, speak and vote at the Meeting in his/her stead. Where a member
appoints two (2) proxies, he/she shall specify the proportion of his/her shareholdings to be represented by
each proxy.
(b) For the purpose of determining a member who shall be entitled to attend the Meeting, the Company will be
requesting Bursa Malaysia Depository Sdn. Bhd. in accordance with Clause 66(b) of the Company’s Constitution
to issue a General Meeting Record of Depositors as at 4 June 2019. Only members whose names appear in
the General Meeting Record of Depositors as at 4 June 2019 shall be regarded as members and entitled to
attend, participate, speak and vote at the Meeting.
(c) A proxy may but need not be a member of the Company. A proxy appointed to attend and vote at the Meeting
shall have the same rights as the member to speak at the Meeting.
(d) 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 the seal or under the hand of an officer
or attorney duly authorised.
(e) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991, it may appoint not more than two (2) proxies in respect of each securities account it
holds with ordinary shares of the Company standing to the credit of the said securities account.
(f) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one (1) 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. The appointment of multiple proxies shall not be valid unless the proportion of its shareholdings
represented by each proxy is specified.
(g) To be valid, the instrument appointing a proxy must be deposited at the office of the Share Registrar of the
Company at Level 6, Symphony House, Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya,
Selangor Darul Ehsan, not less than forty-eight (48) hours before the time for holding the Meeting or adjourned
meeting at which the person named in the instrument proposes to vote.
(h) All the resolutions set out in this Notice of the Meeting will be put to vote by poll.
Careplus Group Berhad (896134-d)
annual report 2018
127
Notice Of ninth
Annual General Meeting
(CONT’D)
1. Item 1 of the Agenda – Audited Financial Statements for the financial year ended 31 December 2018
This Agenda is meant for discussion only as the provision of Section 340(1)(a) of the Companies Act 2016
does not require a formal approval of shareholders for the Audited Financial Statements. Hence, this Agenda
is not put forward for voting.
2. Item 2 of the Agenda – Directors’ Fees and Benefits for the financial year ended 31 December 2018
(“FYE 2018”)
The shareholders approved the Directors’ fees and benefits of RM244,000.00 for the FYE 2018 at the Eight
Annual General Meeting of the Company held on 30 May 2018 (“8th AGM”). The amount of RM56,500.00
represents the shortfall of the amount approved by the shareholders due to the additional Directors who were
appointed to the Board during the FYE 2018.
The Directors’ fees and benefits are calculated based on the current Board size and number of scheduled
Board and Committee meetings. This resolution is to facilitate payment of Directors’ fees and benefits for
the financial year ending 31 December 2019. In the event the proposed amount is insufficient due to more
meetings or enlarged Board size, approval will be sought at the next AGM for such shortfall.
4. Item 7 of the Agenda – General Authority for the Directors to allot and issue shares pursuant to Sections
75 and 76 of the Companies Act 2016
The Ordinary Resolution 8 is a renewal of the general mandate for issuance and allotment of shares by the
Company pursuant to Sections 75 and 76 of the Companies Act 2016. This Ordinary Resolution, if passed,
is to empower the Directors to issue shares in the Company up to an amount not exceeding in total ten
per centum (10%) of the total number of issued shares of the Company for such purposes as the Directors
consider would be in the interest of the Company. This would avoid any delay and cost involved in convening
a general meeting to approve the issuance and allotment of such shares. This authority, unless revoked or
varied by the Company at a general meeting, will expire at the conclusion of the next AGM or the expiration
of the period within which the next AGM is required by law to be held, whichever is earlier.
This general mandate will provide flexibility to the Company for issuance and allotment of shares for any
possible fund-raising activities, including but not limited to further placing of shares, for the purpose of funding
future investment project(s), working capital and/or acquisition(s).
Pursuant to the mandate granted to the Directors at the 8th AGM (which will lapse at the conclusion of the
Ninth AGM), a total of 25,000,000 new ordinary shares at an issue price of RM0.215 per share were issued
by the Company via a private placement exercise.
The Special Resolution proposed under item 8 of the Agenda in relation to the proposed amendments to the
existing Constitution of the Company are made mainly for the following purposes:-
(a) To ensure compliance with the ACE Market Listing Requirements of Bursa Malaysia Securities Berhad;
and
(b) To provide clarity and consistency with the amendments that arise from the Companies Act 2016 and
other relevant regulatory provisions.
This Special Resolution if passed, will allow the Company to alter or amend the whole of the existing Constitution
by the replacement with the proposed new Constitution as per “Appendix A” in accordance with Section 36(1)
of the Companies Act 2016. The “Appendix A” on the proposed new Constitution of the Company, which
is circulated together with the Notice of Ninth AGM dated 30 April 2019, shall take effect once the special
resolution has been passed by a majority of not less than seventy-five per centum (75%) of such members
who are entitled to vote and do vote in person or by proxy at the Ninth AGM.
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CAREPLUS GROUP BERHAD
(896134-D)
PROXY FORM
I/We* _________________________________________________________________ NRIC/Company No.* ___________________________
(full name in capital letters)
of __________________________________________________________________________________________________________________
(full address)
being (a) member(s) of CAREPLUS GROUP BERHAD hereby appoint (s)____________________________________________________
of __________________________________________________________________________________________________________________
(full address)
and/or*________________________________________________________________ NRIC No._____________________________________
(full name in capital letters)
of __________________________________________________________________________________________________________________
(full address)
or failing him/her*, the Chairman of the Meeting as my/our* proxy to vote for me/us* on my/our* behalf at the Ninth Annual General
Meeting of the Company (“AGM” or “Meeting”) to be held at D’ Tempat Country Club, Jalan Pusat Dagangan Sendayan 1, 71950
Bandar Sri Sendayan, Negeri Sembilan Darul Khusus on Wednesday, 12 June 2019 at 11:00 a.m. and at any adjournment thereof.
Please indicate with an “X” in the appropriate spaces how you wish your votes to be cast. If no specific direction as to vote is given,
the Proxy will vote or abstain from voting at his/her* discretion.
No. Ordinary Resolutions For Against
1. To approve the payment of Directors’ fees and/or benefits of RM56,500.00 for the financial year
ended 31 December 2018.
2. To approve the payment of Directors’ fees and/or benefits of up to RM334,000.00 for the financial
year ending 31 December 2019.
3. To re-elect Mr. Loo Teck Looi as a Director of the Company.
4. To re-elect Ms. Yew Yee Peng as a Director of the Company.
5. To re-elect Mr. Ooi Leng Chooi as a Director of the Company.
6. To re-elect Dr. Yee Chow Boi as a Director of the Company.
7. To re-appoint Messrs. Deloitte PLT as Auditors of the Company.
8. To approve the authority for Directors to allot and issue shares pursuant to Sections 75 and 76
of the Companies Act 2016.
(h) All the resolutions set out in this Notice of the Meeting will be put to vote by poll.
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