Caring AR15 Full
Caring AR15 Full
Caring AR15 Full
GROUP BERHAD
CARING PHARMACY GROUP BERHAD (1011859-D)
a nnua l re po rt
2015
Contents
2
Corporate Structure
Financial Highlights
Corporate Information
Chairpersons Statement
Directors Profile
10
15
29
32
35
36
Financial Statements
88
List of Properties
89
90
Analysis of Shareholdings
92
95
Corporate Structure
100%
Partially-owned subsidiaries
75.5%
51.0%
90.0%
60.0%
75.5%
60.0%
75.0%
60.0%
60.0%
51.0%
60.0%
75.0%
80.0%
80.0%
75.0%
90.0%
70.0%
60.0%
60.0%
59.5%
59.5%
60.0%
70.0%
70.0%
60.0%
60.0%
60.0%
60.0%
70.0%
75.5%
50.0%
60.0%
60.0%
51.0%
70.0%
50.0%
Wholly-owned subsidiaries
Note:
The Group Structure above is depicted as at 31 May 2015
Financial Highlights
Revenue
Ebitda
RM000
RM000
400
367,011
301,417
40
338,337
32,608
300
30
26,780
22,144
200
20
100
10
2013
2014
2015
2015
RM Sen
12
11.25
10
22,322
20
2014
RM000
30
2013
7.47
16,276
13,017
10
5.91
6
4
2
2013
2014
2015
2013
2014
2015
Proforma (Audited)
Financial Year Ended 31 May
(Audited)
2013
2014
2015
Revenue
RM000
301,417
338,337
367,011
RM000
77,790
83,274
73,644
25.81
24.61
20.07
RM000
32,608
26,780
22,144
RM000
29,819
22,810
18,499
9.89
6.74
5.04
RM000
22,322
16,276
13,017
7.41
4.81
3.55
sen
11.25
7.47
5.91
GP Margin
PBT Margin
Profit After Taxation (PAT)
PAT Margin
Basic Earnings Per Share (a)
Corporate Information
Board of Directors
Datin Sunita Mei-Lin Rajakumar
COMPANY SECRETARY
Pang Kah Man (MIA 18831)
REGISTERED OFFICE
Executive Director
AUDITORS
Executive Director
SHARE REGISTRAR
AUDIT and Risk Management
COMMITTEE
Datin Sunita Mei-Lin Rajakumar
Committee Chairperson
Committee Member
NOMINATION COMMITTEE
Tan Sri Dato Haji Mohd Ariffin
Bin Mohd Yusuf
Committee Chairman
Committee Member
Committee Member
REMUNERATION COMMITTEE
Datin Sunita Mei-Lin Rajakumar
Committee Chairperson
WEBSITE
www.caring2u.com.my
Committee Member
Chairpersons Statement
FINANCIAL REVIEW
Despite the challenging business landscape for the financial
year under review, the Group registered positive growth
in revenue, with an increase of 8.5% against the previous
corresponding year at RM367.0 million. However, the Group
registered a lower profit before tax of RM18.5 million and a
profit after tax of RM13.0 million due to a weak consumer
sentiment, persistent intense competition and longer than
expected gestation periods of new outlets break-even
point. Nevertheless, the Groups financial position remains
healthy, with a term loan of RM11.3 million and shareholders
funds amounting to RM120 million, resulting in net assets
per share of RM0.55.
OPERATION REVIEW
PROSPECTS
So what about 2015/16?
With the current global economic doldrums, weakening
Ringgit and plunging equity markets, consumers sentiment
is expected to remain weak with cautious spending in the
light of the higher costs of living. Consumers are expected
to be more price sensitive and demand the best values in
town which will result in further price cutting amongst retail
operators to defend market share.
In anticipation of the factors above, the group will further
strengthen our business competitiveness by improving the
service level of our staff, offering the best price and value
of products. We will run more effective and aggressive
campaigns to enhance brand awareness and loyalty.
Caring is a resilient and perseverant player, the group
remains positive about 2015/16. Tough times will test our
mettle and it is an opportunity for us to stand out from
the crowd. We are confident that being a people oriented
business with vast pharmacy retailing experience, coupled
with the passion and enthusiasm of our people to serve and
to succeed, we will continue to adjust and adapt quickly to
rapid and challenging environment, work hard and smart to
navigate and overcome all challenges and come out on top
in these challenges.
DIVIDEND
The Board of Directors remain committed to our companys
dividend policy of paying no less than 30% of our Groups
profit after taxation. For the FYE 2014/15, the Board
recommends the payment of a final single-tier dividend
of 2 sen per share subject to the shareholders approval
at the forthcoming annual general meeting. The dividend
declared for the financial year is RM4.35 million representing
a dividend payout rate of approximately 33% to the profit
after taxation for FYE 2014/15.
The Group is in a healthy financial position with a net cash
position of RM86.5 million. This provides the Group with
the capacity to reward our shareholders and the flexibility
to invest in any possible business venture for greater returns
in the future.
APPRECIATION
On behalf of the Board of Directors, I would like to
thank the management and staff of the Company for
their commitment, dedication and contributions in
taking Caring through another challenging year. To
our customers, shareholders, suppliers, bankers, and
business associates, who have continued to provide
us support and made us who we are today, I wish to
express my sincere appreciation and thanks to all of
you.
Directors Profile
: 47
Designation
: 48
Designation
: Managing Director
: 47
Designation
: Executive Director
: 48
Designation
: Executive Director
: 67
Designation
: 48
Designation
Conflict of interest
None of the Directors has any conflict of interest with the Company.
Conviction of offence
None of the Directors has been convicted of any offence within the past 10 years other than traffic offences.
Community Healthcare
CARiNG Health Awareness Day (CHAD)
Objective:
To raise awareness and understanding about health issues
that can be avoided if main risk factors are controlled.
Since June 2014, we have provided more than 1500 free
health screenings to our communities through CARiNG Health
Awareness Day roadshows in CARiNG outlets nationwide.
Through our screenings, we have found more than 50% of
participants have undesirable total cholesterol and 30% have
uncontrolled blood glucose levels, and more than 60% are
overweight or obese. These are the common risk factors
leading to heart disease and stroke.
Our CHAD team that comprises of pharmacists, dietician
and senior diabetic nurse provides counselling on lifestyle
modification, medicine use review and refers high risk patients
to their medical doctors.
Achievement:
In 2014, we provided free health screenings in seven NSC roadshows across Malaysia as an initiative to encourage
the public to engage in early health screening, and alert them on their own health status as well as educate them on
common contributing risk factors leading to stroke.
We utilised our significant consumer reach to deliver health related information and advice to customers. In addition,
we launched a 3-month CARiNG Stroke Prevention Campaign in all CARiNG outlets, providing valuable information on
hypertension, high cholesterol and stroke; besides conducting simple stroke risk assessment for customers. Through
our partnership with Pfizer, we offered vouchers for free full lipid profile and glucose tests to high risk patients and
refer them to neighbouring medical doctors with the aim of encouraging early management and prevention of disease
complication.
10
11
Phase 1: Topics
Smoking cessation
Contraception
Pain management
Managing cholesterol
Acne therapy
Mens health
12
Shalom Home
Charis Home
During the visit, our pharmacists provided free blood glucose screening, blood pressure checks, medicine use review for
the elderly. Medicine management advice was also given.
20 th Anniversary Celebration
In 2014, CARiNG Pharmacy marked a very significant milestone, the company celebrated 100 stores and being 20 years
in business in Malaysia. To commemorate the 20th Anniversary, CARiNG Pharmacy had planned a series of consumer
rewards programs to thank their customers for their continuous support throughout the years.
Wellness Carnival
CARiNG WELLNESS CARNIVAL was a key highlight in conjunction
with CARiNGs 20th anniversary in 2014. Its objectives included
promoting health awareness and prevention of chronic diseases
to the public. More than 40 participating brands were involved
in the carnival, which were ready to educate communities on
healthy eating and staying physically active.
A launch held for the inaugural CARiNG WELLNESS CARNIVAL
was held on 14 to 16 November 2014 at Mid Valley Exhibition
Centre (MVEC) with the theme of Towards a Balanced Lifestyle.
The launch was officiated by the companys Managing Director,
Mr Chong Yeow Siang and witnessed by the participating
business partners and NGOs such as World Vision Malaysia,
Persatuan Farmasi Malaysia and National Cancer Society
Malaysia.
13
Health activities
Know Your Medicines; an educational program on medicines and their proper uses by Pharmaceutical Division,
Ministry of Health.
Clinical breast examination and health education by National Cancer Society Malaysia.
We had 50 CARiNG pharmacists providing more than 800 free health screenings, counseling and medicine use
review to the public.
Eye examination which included cataract screening and dry eye test by Optimax Eye Specialist.
Health talks
Lets Have Fun With Your Children by Mr Lee Boon Hock, registered counsellor
Diabetes & You by Ms Wong Yoke Lian, senior diabetic nurse
The Safe Handling, Management & Administration of Medications by Ms Gillian Yong, CARiNG pharmacist
14
The Board plays an active role in the development of the Companys strategy. It has in place a strategy planning process,
whereby the Management presents to the Board its recommended strategy annually, together with its proposed business
plans for the ensuing year at a dedicated session, for the Boards review and approval. At this session, the Board deliberates
both the Managements and its own perspectives, and challenges the Managements views and assumptions, to ensure the
best outcome.
In conjunction with this, the Board also reviews and approves the annual budget for the ensuing year, and sets the Key
Performance Indicators (KPIs) under the ACP, ensuring that the targets correspond to the Companys strategy and business
plan, reflect competitive industry trends and internal capabilities as well as provide sufficient stretch for the Management.
The Board actively engages with Management in monitoring the progress of initiatives and projects identified from time to
time and, where required, identifies alternative measures to be taken to ensure the successful realisation of the strategies. The
Board discusses strategy implementation processes taking cognisance of internal and external factors which had supported
various achievements as well as challenges facing Management.
15
CG Statement (contd)
b.
The Board has a collective responsibility for the oversight and overall management of the Group. The Non-Executive Directors
are responsible for bringing independent judgment and scrutiny to decisions taken by the Board and providing objective
challenges to Management.
The Non-Executive Directors do not participate in the day-to-day management of the Group and do not engage in any
business dealing or other relationship with the Group. In this manner, the Non-Executive Directors fulfil a crucial corporate
accountability role as they provide independent and objective views, opinions and judgement on issues being deliberated
and act in the best interest of the Group, its stakeholders and shareholders, including minority shareholders. There is a
schedule of key matters reserved to the Board for its deliberation and decision to ensure the direction and control of the
Group are in its hands.
On the other hand, the MD is responsible for the day-to-day management of the business and operations of the Group. He
is supported by the Executive Directors, Management team and other Board committees established. Management Teams
performance, under the leadership of the MD, is assessed by the Board through a status report which is tabled to the Board
and which includes a comprehensive summary of the Groups operating drivers and its financial performance during each
reporting period. The Board is also kept informed of key strategic initiatives, significant operational issues and the Groups
performance, based on the approved KPIs under the ACP as well as the follow up or implementation of its decisions/
recommendations by the Management.
c.
Identifying principal risks and ensuring the implementation of appropriate systems to manage them
The Board recognises the importance of managing risks and maintaining a sound system of internal controls which cover risk
management, financial, organisational, operational and compliance controls. The Board has delegated the implementation
and monitoring of the internal control system to the Management and has appointed independent assurance provider to
carry out the internal audit functions.
The ARMC assists the Board to oversee the risk management framework of the Group. Based on the feedback provided
by the Management Team, the ARMC advises the Board on areas of high risk faced by the Group and the adequacy of
compliance and control throughout the Group. The ARMC reviews the risk management policies formulated by Management
annually and makes relevant recommendations to the Board for approval.
Nevertheless, the Board is in the midst of establishing an Enterprise Risk Management framework (ERM). For the effective
implementation of ERM, a Management Risk Committee (MRC), chaired by the Non-Independent Non-Executive Director
and comprising key management personnel from the respective departments will be established. The MRC is tasked to
report to the ARMC on key risks identified and the implementation of action plans to mitigate such risks. Details of the main
features of the Companys internal controls system and risk management framework are further elaborated in the Statement
on Internal Control and Risk Management of this Annual Report.
d.
Succession planning
The NC is responsible for reviewing candidates for key management positions, determining compensation packages for these
appointments, and formulating nomination, selection, compensation and succession policies for the Group. In discharging
its responsibility, the NC reviews the Groups human resources plan including the succession management framework and
activities, human resources initiatives such as jobs and salary review, and the annual manpower budget.
Through the input and feedback provided by the MD, the NC continues to monitor the actions taken by the Group Human
Resources Department to ensure the smooth transition of key personnel into critical positions, and that the development
plans for the identified successors are put in place based on their readiness to assume the positions. Where there are key
management positions to be filled, the Board will also discuss on the same to ensure that the candidates appointed or
employed are of sufficient calibre.
16
CG Statement (contd)
e.
Overseeing the development and implementation of a communication policy for the Company
Having cognizant of the need for transparency and accountability to the Companys shareholders and regular communication
with its shareholders, stakeholders and investors on the performance and major developments in the Company, the Company
will take necessary steps in carrying out its Investor Relations (IR) activities in accordance with the resources and needs of
the Group from time to time.
To promote the dissemination of the financial results of the Company to investors, shareholders and media as well as to keep
the investing public and other stakeholders updated on the progress and development of the Groups business, the MD and/
or the Finance Director will also conduct the briefings from time to time.
f. Reviewing the adequacy and integrity of management information and internal control system of the Company
The Board is ultimately responsible for the adequacy and integrity of the Companys internal control system. Details pertaining
to the Companys internal control system and the review of its effectiveness are set out in the Statement on Internal Control
and Risk Management of this Annual Report.
The Board also has a separate Whistleblowing Policy and Procedures (WPP) stating the appropriate communication and
feedback channels to facilitate whistleblowing. The implementation of the WPP is in line with Section 368B of the Companies
Act, 1965 (the Act) where provisions have been made to protect Carings officers who make disclosures on breach or nonobservance of any requirement or provision of the Act or on any serious offence involving fraud and dishonesty.
17
CG Statement (contd)
2. Strengthen Composition
2.1 Nomination Committee
The NC was established on 18 February 2013 to make recommendations to the Board on suitable candidates for appointment
to the Board. The ToR of the NC provides that it shall comprise three Non-Executive Directors of whom two are Independent
Non-Executive Directors and one is Non-Independent Non-Executive Directors. The NC is chaired by an Independent NonExecutive Director.
The ToR of the NC further provides that it shall have specific responsibilities in relation to nomination matters. With respect
to nomination matters, the specific responsibilities of the NC shall include, amongst others:
Formulating the nomination, selection and succession policies for the members of the Board;
Making recommendations to the Board on new candidates for appointment and re-appointment/re-election of Directors
to the Board;
Reviewing the required mix of skills, experience and other qualities of the Board annually;
Reviewing and recommending to the Board the appointment of members of Board Committees established by the Board
annually;
Establishing a set of quantitative and qualitative performance criteria to evaluate the performance of each member of the
Board, and reviewing the performance of the members of the Board; as well as
Ensuring that orientation and education programmes are provided for new members of the Board, and reviewing the
Directors continuing education programmes.
18
CG Statement (contd)
2.2 Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of
Directors
a.
The policies and procedures for recruitment or appointment (including re-election/re-appointment) of Directors are detailed
out the Policies and Procedures for Nomination of Directors (PP) approved by the Board on 23 July 2014. The NC is
guided by the PP in carrying out its responsibilities in respect of the nomination, selection and appointment process, which
also provides the requirements under the relevant laws and regulations on the matter. The review process involved the NCs
consideration and submission to the Board its recommendation of suitable candidates for the proposed appointment as
Directors of the Company.
The Company re-election process accords with Article 95 of the Companys Articles of Association (Articles), which states
that one-third of the Directors for the time being or, if their number is not three or a multiple of three, then the number nearest
to one-third shall retire from office and be eligible for re-election. All Directors shall retire from office once at least in each
three years but shall be eligible for re-election. A retiring Director shall retain office until the close of the meeting at which he
retires, whether the meeting is adjourned or not. An election of Directors shall take place each year.
The NCs view of the criteria to be used in the appointment process largely focuses on ensuring a good mix of skills, experience
and strength in the qualities that are relevant for the Board to discharge its responsibilities in an effective and competent
manner. The other factors considered by the NC in its review include the candidates ability to spend sufficient time and
commitment on the Companys matters, the ability to satisfy the test of independence taking into account the candidates
character, integrity and professionalism, as well as having a balanced mix of age and diversity of Directors on the Board. The
Board diversity factor as reviewed by the NC includes experience, skills, competence, race, gender, culture and nationality,
to facilitate optimal decision-making by harnessing different insights and perspectives.
The NC reviews the composition of the Board Committees annually in accordance with the procedures as set out in the PP.
In determining candidates for appointment to the Board Committees, various factors are considered, including the time
commitment of the Board Committee members in discharging their role and responsibilities through attendance at their
respective meetings.
Given much of the time and resources have been channeled into attaining corporate goals (such as upgrading of information
management systems via an integrated enterprise resource planning system, opening of new outlets, Goods and Services Tax
implementation and relocation to new corporate office and warehouse), the Board unanimously agreed that the evaluation
and assessment on performance of the Board and Board Committees for the financial year ended 31 May (FY) 2015 to be
based on the Board and Board committee evaluation form only. From FY2016 onwards, the evaluation and annual assessment
exercise would be extensively conducted via the Audit Committee evaluation questionnaire, Audit Committee members self
and peer evaluation form, Independent Directors evaluation form, Board and Board committee evaluation form (Collectively
referred to as Questionnaires).
The Directors standing for re-election/re-appointment at the 3rd Annual General Meeting of the Company are as follows:
Name
Designation
MD
Chong Yeow Siang and Ang Khoon Lim are due to retire pursuant to Article 95 at the 3rd Annual General Meeting. All these
Directors will be recommended for re-election/re-appointment by the Board. Information of each Director standing for reelection is set out in pages 7 and 9 of the Directors Profile of this Annual Report.
19
CG Statement (contd)
b.
Annual assessment
The NC will carry out the annual assessment exercise annually and the Company Secretary will facilitate the NC in carrying
out the annual assessment exercise. The annual assessment will be conducted via Questionnaires commencing from FY2016.
The NC will review the outcome of the annual assessment and recommend to the Board the areas identified for continuous
improvement.
The Boards effectiveness is assessed in the areas of composition, administration and process, accountability and responsibility,
Board conduct and communication with Management, as well as performance of the Chairperson and MD.
The Board, through the Questionnaires, will examine the Board committees, including their respective Chairman or
Chairperson, to ascertain whether their functions and duties are effectively discharged in accordance with their respective
ToR.
c.
The Company currently has one female director who is the Chairperson of the Board. The Board recognises that diversity is
critical to a well-functioning Board and an essential measure of good governance. However, the appointment of a new Board
member will not be guided solely by gender but rather the skills-set, experience and knowledge of the candidate. The NC
is mindful of its responsibilities to ensure that new appointments should provide the appropriate mix of skills, experience,
strength and other qualities which would be relevant to enhance the composition of the Board.
Formulating and reviewing the remuneration policies and remuneration for the members of the Board, Board Committees
and the senior management, and recommending the same to the Board for approval; and
Recommending the engagement of external professional advisors to assist and/or advise the RC on remuneration
matters, where necessary.
20
CG Statement (contd)
Directors remuneration for FY2015 in aggregate, with categorisation into appropriate components, distinguishing between
Executive and Non-Executive Directors, is as follows:
Executive Directors
Non-Executive Directors
Salaries
955,200
Directors Fees **
208,800
144,000
Emoluments ***
385,644
4,800
1,549,644
148,800
[RM, in Gross] *
Benefits ^
Total
*
**
***
^
The number of Directors of the Company whose remuneration band falls within the following successive bands of MYR50,000
is as follows:
Ranges of Remuneration [MYR]
[RM, in Gross]*
Executive Directors
Non-Executive Directors
1 50,000
50,000 100,000
150,000 500,000
1,000,000 2,000,000
2,800,000 2,950,000
Total
In respect of the non-disclosure of detailed remuneration of each Director, the Board views that the transparency in respect
of the Directors remuneration has been appropriately dealt with by the band disclosure presented in this CG Statement.
3. Reinforce Independence
3.1 Annual Assessment of Independence
The The Policy on Assessing Independence of Directors (Policy) approved by the Board on 23 July 2014, sets out
policies and procedures to ensure the effectiveness of the Independent Non-Executive Directors on the Board, including
new appointments. The Board, through the NC, assesses the independence of Non-Executive Directors annually using the
Directors Policy, which is in line with Recommendation 3.1 of the MCCG 2012, as one of the factors in determining their
eligibility to stand for re-election/re-appointment. The NC reviewed and was satisfied that all the Directors had satisfied
the criteria for an independent director as prescribed in Bursa Malaysia Securities Berhad (Bursa Securities) Main Market
Listing Requirements (Listing Requirements) and Practice Note 13. The NC was also satisfied that they are independent
of management and free from any business or other relationship which could interfere with the exercise of independent
judgment, objectivity or the ability to act in the best interests of the Company.
Additionally, each of the Independent Non-Executive Directors has provided an annual confirmation of their independence
to the NC and the Board.
21
CG Statement (contd)
22
CG Statement (contd)
4. Foster Commitment
4.1 Time Commitment
The Board ordinarily schedules four meetings in a year. Board and Board Committee meetings are scheduled well in
advance, i.e. prior to the closing of each quarter to facilitate the Directors in planning ahead and to ensure that the Board
and Committees meetings are booked in their respective schedules. Additional meetings are convened when urgent and
important decisions need to be made between scheduled meetings. The agenda for the meeting of the Board are set by
the Company Secretary in consultation with the Chairperson and the MD. Decisions of the Board are made unanimously or
by consensus. Where appropriate, decisions may be taken by way of Directors Circular Resolutions between scheduled and
special meetings.
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities
as Directors of Caring. This is evidenced by the attendance record of the Directors at Board of Directors and Board Committee
meetings during the financial under review as set out as follows:
Board members Meeting Attendance
Board
AC
NC
RC
^5/5
^5/5
1/1
^3/3
5/5
5/5
5/5
5/5
5/5
5/5
5/5
5/5
1/1
3/3
5/5
5/5
^1/1
3/3
a.
Notwithstanding that no specific quantum of time has been fixed, each member of the Board is expected to devote sufficient
time and attention to the affairs of the Company. Any Director is, while holding office, at liberty to accept other Board
appointment(s) in other companies so long as the appointment is not in conflict with the Companys business and does not
affect the discharge of his/her duty as a Director of the Company. Each Board member is expected to achieve at least fifty
percent attendance of total Board Meetings in any applicable financial year with appropriate leave of absence be notified to
the Chairperson and/or Company Secretary, where applicable.
Prior to the acceptance of new Board appointment(s) in other companies and/or PLCs, the Directors are to notify the
Chairperson and/or the Company Secretary in writing. To ensure the Directors have the time to focus and fulfill their roles
and responsibilities effectively, one criterion as agreed by the Board is that they must not hold directorships at more than five
PLCs (as prescribed in Paragraph 15.06 of Listing Requirements).
b.
To facilitate the Directors time planning, an annual meeting calendar will be prepared and circulated to them before the
beginning of each year. It will provide the scheduled dates for meetings of the Board and Board Committees, the Annual
General Meeting, major briefings to be conducted by the Company, as well as the closed periods for dealings in securities
by Directors based on the targeted dates of announcements of the Groups quarterly results.
23
CG Statement (contd)
4.2 Training
The Board takes a strong view of the importance of continuing education for its Directors to ensure they are equipped with
the necessary skills and knowledge to meet the challenges of the Board. Although the Board does not have a policy requiring
each Director to attend a specific number and types of training sessions each year, to keep abreast of industry developments
and trends, each Director shall determine the areas of training that he or she may require for personal development as a
Director or as a member of a Board Committee. Any Director appointed to the Board is required to complete the Mandatory
Accreditation Programme (MAP) within four months from the date of appointment.
The external auditors briefed the Board members on any changes to the Malaysian Financial Reporting Standards that affect
the Groups financial statements during the year. In addition, the Board is briefed at every Board meeting on any significant
changes in laws and regulations that are relevant by the Company Secretary. The Directors are also encouraged to attend
appropriate external trainings on subject matter that aids the Directors in the discharge of their duties as Directors, at the
Companys expense.
All the Directors have attended the MAP. During the financial year under review, the Directors attended in-house development
programs conducted for the Directors and senior management and various external programs, which included the following:
Board members
i)
i)
i)
i)
i)
24
CG Statement (contd)
The ARMC Chairperson, Datin Sunita Mei-Lin Rajakumar together with all ARMC members, reviewed the Companys financial
statements in the presence of both external and internal auditors, prior to recommending them for the Boards approval and
issuance to stakeholders.
As part of the governance process in reviewing the quarterly and yearly financial statements by the ARMC, the MD and
Finance Director provided assurance to the ARMC on a quarterly basis that adequate processes and controls were in place
for an effective and efficient financial statement close process, that appropriate accounting policies had been adopted and
applied consistently and that the relevant financial statements gave a true and fair view of the state of affairs of the Group.
In addition to the above, the Head of each department also undertook an independent assessment of the system of internal
control on an annually basis and assured the ARMC that no material issue or major deficiency had been noted which posed
a high risk to the overall system of internal control under review.
As such, the Board is satisfied that it has met its obligation to present a balanced and understandable assessment of the
Groups position and prospects in the Directors Report and the Annual Audited Financial Statements set out in this Annual
Report.
25
CG Statement (contd)
26
CG Statement (contd)
27
CG Statement (contd)
COMPLIANCE STATEMENT
This CG Statement on the Companys CG practices is made in compliance with Paragraphs 15.25 and 15.08A of the Listing
Requirements. The Board considers and is satisfied that the Company fully complied with the principles and recommendations
of the MCCG 2012, the relevant chapters of the Listing Requirements on CG and all applicable laws and regulations throughout
FY2015.
This CG Statement was approved by the Board on 7 September 2015.
28
MEETINGS
The The ARMC held five meetings in FY2015 without the presence of other Directors, members of Senior Management and
employees, except when their attendance was requested by the ARMC. The Managing Director (MD) was invited to all
ARMC meetings to facilitate direct communication as well as to provide clarification on audit issues and the operations of
the Group.
The lead audit engagement partner of the external auditors responsible for the Group attended three ARMC meetings in
FY2015 to present the audit plans and auditors report on the Annual Audited Financial Statements for FY2015.
During the first meeting between the external auditors and the ARMC in FY2015, the ARMC sought the external auditors
confirmation that they had been given unfettered access to information and co-operation from the Management during the
course of audit. In the ARMC meetings, the external auditors were invited to raise any matter they considered important for
the ARMCs attention. The ARMC Chairperson obtained confirmation from the external auditors that the Management had
given its full support and unrestricted access to information as required by the external auditors to perform their duties and
that there were no other matters considered important which had not been raised with the ARMC.
In addition to the meetings held between the ARMC and the external auditors during ARMC meetings where the external
auditors were given opportunities to raise any matters without the presence of Management, the ARMC members also gave
unrestricted access to the external auditors to contact them at any time should they become aware of incidents or matters
during the course of their audits or reviews. Deliberations during the ARMC meetings, including the issues tabled and
rationale adopted for decisions, were recorded. Minutes of the ARMC meetings were tabled for confirmation at the following
ARMC meeting and subsequently presented to the Board for notation.
In FY2015, the ARMC Chairperson presented to the Board the recommendations of the ARMC for approval of the annual and
quarterly financial statements as well as declaration of dividends. The ARMC Chairperson also conveyed to the Board matters
of significant concern as and when raised by the external auditors or internal auditors. The internal auditors were present at
three ARMC meetings to table the respective internal audit (IA) reports. The relevant Departmental Head of the respective
departments of the audit subjects were also invited to brief the ARMC on specific issues arising from the relevant IA reports.
29
SUMMARY OF ACTIVITIES
The ARMCs activities during the financial year under review to the date of this Statement encompassed the following:
Activities with regards to external audit:
review of external audit scope and audit plans based on the external auditors presentation of audit strategy and plan;
review of external audit results, audit reports, management letter and the response from the Management;
review and evaluation of factors relating to the independence of the external auditors. The ARMC worked closely with
the external auditors in establishing procedures in assessing the suitability and independence of the external auditors, in
confirming that they are, and have been, independent throughout the conduct of the audit engagement with the Group
in accordance with the independence criteria set out by the International Federation of Accountants and the Malaysian
Institute of Accountants;
consideration and recommendation to the Board for approval of the audit fees payable to the external auditors; and
review the performance and effectiveness of the external auditors in the provision of statutory audit services and
recommend to the Board for approval on the re-appointment of external auditors.
review of IA reports, recommendations and Management responses. Improvement actions in the areas of internal control,
systems and efficiency enhancements suggested by the internal auditors were discussed together with the Management
Team in a separate forum;
suggestion on additional improvement opportunities in the areas of internal control, systems and efficiency improvement;
review of the risk management framework from time to time and assessed the resources and knowledge of the
Management and employees involved in the risk management process.
review of annual report and the annual audited financial statements of the Company prior to submission to the Directors
for their perusal and approval. This was to ensure compliance of the financial statements with the provisions of the
Companies Act, 1965 (the Act) and the applicable approved accounting standards as per the Malaysian Accounting
Standards Board (MASB);
review of the Groups compliance with the Listing Requirements, MASB and other relevant legal and regulatory
requirements with regards to the quarterly and year-end financial statements; and
30
review of the unaudited financial results announcements before recommending them for Boards approval, focusing
particularly on:
o any change in accounting policies and practices
o significant adjustments arising from the audit
o the going concern assumption
o compliance with applicable financial reporting standards and other legal requirements
assess the resources and knowledge of the Management and employees involved in the risk management process;
review and undertake monitoring of principal risks which may affect the Group directly or indirectly, and if deemed
necessary, recommend additional course(s) of action to mitigate such risks
monitor and communicate the risk assessment results to the Board; and
assess the actual and potential impact of any failure or weakness of the internal controls in place.
Other activities:
review of application of corporate governance principles and the extent of the Groups compliance with the best practices
set out under with the Malaysian Code for Corporate Governance 2012; and
review of the CG Statements, ARMC Report and the Statement on Internal Control and Risk Management for adoption
by the Board.
31
INTRODUCTION
The Board of Directors (or Board) of Caring Pharmacy Group Berhad (Caring or the Company) is committed towards
maintaining a sound system internal control and risk management and is pleased to provide the following Statement on
Internal Control and Risk Management (Statement) which outlines the internal controls of and the scope and nature of risk
management for the Company and the subsidiaries (Group or Caring Group) for the financial year ended 31 May (FY)
2015. For the purpose of disclosure, this Statement is guided by the Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers (Guidelines) pursuant to Paragraph 15.26(b) of Bursa Malaysia Securities Berhad
(Bursa Securities) Main Market Listing Requirements (Listing Requirements).
BOARD RESPONSIBILITY
The Board re-affirms its commitment in and acknowledges its overall responsibility in maintaining the Groups system of
internal control and risk management as well as reviewing its adequacy, integrity and effectiveness to safeguard shareholders
investments and the Groups assets. The Board recognises that a sound system of internal control and risk management is an
integral part of good corporate governance. The Board and the Management Team are responsible and accountable for the
establishment of internal controls for the Group. The Board has an on-going process for identifying, evaluating and managing
significant risks faced by the Group. The Board has delegated the responsibility of monitoring the internal control and risk
management systems to the Management Team.
The system of internal control and risk management covers not only financial controls but operational, risk and compliance
controls as well. These systems are designed to manage, rather than eliminate, the risk of failure arising from non-achievement
of the Groups policies, goals and objectives. Such systems provide reasonable, rather than absolute, assurance against
material misstatement or loss.
The internal control and risk management systems and processes are subjected to regular evaluations on their adequacy
and effectiveness by the Management Team and are updated from time to time, including mitigating measures taken by
the Management Team, via the Audit Committee (AC) to address areas of key risks as identified. This process has been in
place for the financial year under review and up to the date of approval of this Statement for inclusion in this Annual Report.
The adequacy and effectiveness of internal controls were reviewed by AC in relation to the internal audits conducted by an
independent assurance provider, NGL Tricor Consulting Sdn Bhd (internal auditors) during the year under review. Audit
issues and actions taken by Management to address the issues tabled by internal auditors were deliberated during the AC
meetings. Minutes of the AC meetings which recorded these deliberations were presented to the Board.
32
risks and mitigation measures, as well as ERM activities. Internal control and risk-related matters which warrant the attention
of the Board will be recommended by the ARMC to the Board for its approval and matters or decisions made within the
ARMCs purview will be updated to the Board for its notation.
On the other hand, a Management Risk Committee (MRC), chaired by the Non-Independent Non-Executive Director
will also be established to promote the ERM and to ensure that the risk management process and culture are embedded
throughout the Group. MRC will meet on a quarterly basis where the Head of Departments have the overall responsibility to
report the key risks to the attention of the MRC and to deliberate on risks identified, controls and risk mitigation strategies
arising from the risk assessment process conducted and provide regular reporting and update to the ARMC on key risk
management issues. The responsibility for day-to-day risk management resides with the Management of each subsidiary and
they are accountable for the risks identified and assessed.
Clearly defined organisational structure with proper delegation of responsibilities and accountability;
Appropriate authority limits are established for the approval process, therefore minimising the risk of unauthorised
transactions;
Annual budget system is in place. There is requirement for the timely submission of monthly financial reports and key
operational performance indicators to the Management; and
Human resource function sets out policies for recruitment, training and staff appraisal to ensure that staff is competent
and adequately trained in carrying out their responsibilities.
The internal auditors are engaged to independently assess the implementation and the efficiency and effectiveness of the
system of internal control and risk management, based on a detailed internal audit plan approved by the ARMC. The results
of the internal audits are monitored by the Management Team and reported periodically to the ARMC and the report of
the ARMC is a permanent agenda in the meeting of the Board. The Management Team responses on each internal audit
recommendation and action plans therein, are regularly reviewed and followed up by internal auditors and reported to the
ARMC. A matrix which covers the overall audit ratings, nature of work and scope, and audit issues and its priorities have been
developed by the internal auditors as a template to guide the conduct of the follow up audit. For FY2015, based on the
preliminary assessment of enterprise risk management for the Group, Management is of the view that there were no major
gaps in respect to the minimum internal controls as determined by the Group.
The Managing Director (MD) and Finance Director also report to the Board on significant changes in the business and
the external environment which affects the operations. Financial information, key performance and risk indicators are also
reported on a quarterly basis to the Board.
On the other hand, sufficient insurance coverage and physical safeguards on major assets are in place to ensure the Groups
assets are adequately covered against any mishap that could result in material loss. A yearly policy renewal exercise is
undertaken in which Management reviews the coverage for the fixed asset and inventory based on their respective net
book values and replacement value, i.e. the prevailing market price for the same or similar item, where applicable. The
underwriter also assists by conducting a risk assessment, which helps the Company in assessing the adequacy of the intended
coverage.
33
CONCLUSION
The Board is of the view that the system of internal control and risk management is in place for the financial year under review,
and up to the date of approval of this Statement, is sound and sufficient to safeguard shareholders investments, the interests
of customers, regulators, employees and other stakeholders, as well as the Caring Groups assets. There was no material
control failure that would have any material adverse effect on the financial results of the Company for the year under review
and up to the date of issuance of the financial statements.
The Board continues to take pertinent measures to sustain and, where required, to improve the Groups internal control and
risk management systems in meeting the Groups strategic objectives.
34
Made judgements and estimates that are reasonable and prudent; and
The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose with
reasonable accuracy the financial position of the Group and of the Company which enable them to ensure that the financial
statements comply with the Act. The Directors are responsible for taking such steps as are reasonably open to them to
safeguard the assets of the Group and of the Company, and to detect and prevent fraud and other irregularities.
35
Financial
Statements
37
Directors Report
41
Statement by Directors
41
Statutory Declaration
42
44
46
47
50
52
DIRECTORS REPORT
The directors hereby submit their report and the audited financial statements of the Group and of the Company for the
financial year ended 31 May 2015.
PRINCIPAL ACTIVITIES
The Company is principally involved in investment holding. The principal activities of the subsidiaries are set out in Note 8
to the financial statements. There have been no significant changes in the nature of these activities during the financial year.
RESULTS
The Group
RM
The Company
RM
13,016,715
5,560,294
12,869,024
147,691
5,560,294
-
13,016,715
5,560,294
DIVIDENDS
Since end of the previous financial year, the Company paid a final single tier tax-exempt dividend of 1.5 sen per ordinary share
amounting to RM3,265,596 in respect of the financial year ended 31 May 2014.
The directors now recommend the payment of a final single tier tax-exempt dividend of 2.0 sen per ordinary share amounting
to RM4,354,128 in respect of the financial year under review, subject to the approval of the shareholders at the forthcoming
Annual General Meeting.
there were no changes in the authorised and issued and paid-up share capital of the Company; and
(b)
37
CURRENT ASSETS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to
ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business,
including their value as shown in the accounting records of the Group and of the Company, have been written down to an
amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the
current assets in the financial statements misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the
existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which
secures the liabilities 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 of the Group and of the Company has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may
substantially affect the ability of the Group and of the Company to meet their obligations when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements of the Group and of the Company, which would render any amount stated in the financial statements
misleading.
38
HOLDING COMPANY
The holding company is Motivasi Optima Sdn. Bhd., a company incorporated in Malaysia which the directors also regard as
the ultimate holding company.
DIRECTORS
The directors who served since the date of the last report are as follows:ANG KHOON LIM
CHONG YEOW SIANG
DATIN SUNITA MEI-LIN RAJAKUMAR
SOO CHAN CHIEW
TAN LEAN BOON
TAN SRI DATO HAJI MOHD ARIFFIN BIN MOHD YUSUF
Pursuant to Article 95 of the Articles of Association of the Company, Chong Yeow Siang and Ang Khoon Lim retire by rotation
at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors holding office at the end of the financial year
in shares in the Company and its related corporations during the financial year are as follows:-
THE COMPANY
Direct Interests
ANG KHOON LIM
CHONG YEOW SIANG
DATIN SUNITA MEI-LIN RAJAKUMAR
SOO CHAN CHIEW
TAN LEAN BOON
TAN SRI DATO HAJI MOHD ARIFFIN BIN MOHD YUSUF
MOTIVASI OPTIMA SDN. BHD. (HOLDING COMPANY)
Direct Interests
ANG KHOON LIM
CHONG YEOW SIANG
SOO CHAN CHIEW
TAN LEAN BOON
(135,299)
(135,299)
(135,299)
(135,299)
-
127,301
127,401
200,000
127,301
127,301
300,000
18,647
14,239
18,647
18,647
18,647
14,239
18,647
18,647
By virtue of their shareholdings in the holding company, Ang Khoon Lim, Soo Chan Chiew and Tan Lean Boon are deemed
to have interests in the shares in the Company and its related corporations to the extent of the holding companys interests,
in accordance with Section 6A of the Companies Act 1965.
CARING PHARMACY GROUP BERHAD (1011859-D)
39
DIRECTORS BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other
than a benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in
the financial statements, or the fixed salary of a full time employee 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 arise from transactions
entered into in the ordinary course of business with companies in which certain directors have substantial financial interests
as disclosed in Note 32 to the financial statements.
Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object
is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any
other body corporate.
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.
40
STATEMENT BY DIRECTORS
We, Soo Chan Chiew and Chong Yeow Siang, being two of the directors of Caring Pharmacy Group Berhad, state that, in
the opinion of the directors, the financial statements set out on pages 44 to 86 are drawn up in accordance with Malaysian
Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act 1965
in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company at 31 May 2015 and
of their financial performance and cash flows for the financial year ended on that date.
The supplementary information set out in Note 38 on page 87, which is not part of the financial statements, is prepared in
all material respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
STATUTORY DECLARATION
I, Foo Lee Fah, being the officer primarily responsible for the financial management of Caring Pharmacy Group Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 44 to 86 are, to the best of my knowledge
and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act 1960.
Before me
Ong San Kee (M015)
Commissioner for Oaths
41
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of
the Act.
(b)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us for
those purposes.
(c)
The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
42
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Crowe Horwath
Firm No: AF 1018
Chartered Accountants
7 September 2015
Melaka
43
The Group
2015
2014
RM
RM
Note
The Company
2015
2014
RM
RM
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Intangible assets
Investment in subsidiaries
Deferred tax assets
CURRENT ASSETS
Inventories
Trade receivables
Other receivables, deposits and prepayments
Amounts owing by a related company
Tax recoverable
Deposits with financial institutions
Cash and bank balances
6
7
8
9
10
11
12
13
14
TOTAL ASSETS
36,686,028
2,946,430
10,200
32,853,330
2,946,430
1,342,400
205,394,979
-
182,706,397
-
39,642,658
37,142,160
205,394,979
182,706,397
83,485,860
1,120,075
8,016,558
1,561,670
51,145,876
35,354,686
79,855,424
336,422
5,768,465
426,216
58,624,884
19,271,237
5,000
4,832,280
20,448,152
248,489
5,000
7,635,582
37,631,744
533,238
180,684,725
164,282,648
25,533,921
45,805,564
220,327,383
201,424,808
230,928,900
228,511,961
44
Note
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
15
16
17
18
217,706,400
7,401,916
76,917,850
(181,984,395)
217,706,400
7,401,916
71,003,801
(181,984,395)
217,706,400
7,401,916
5,678,343
-
217,706,400
7,401,916
3,383,645
-
8(a)
120,041,771
804,389
114,127,722
3,170,282
230,786,659
-
228,491,961
-
120,846,160
117,298,004
230,786,659
228,491,961
9,859,901
375,594
9,778,588
277,866
10,235,495
10,056,454
76,888,144
6,884,701
3,511,898
48,278
455,767
1,456,940
62,905,995
6,814,288
3,531,900
56,215
640,540
121,412
25,941
116,300
-
20,000
-
89,245,728
74,070,350
142,241
20,000
99,481,223
84,126,804
142,241
20,000
220,327,383
201,424,808
230,928,900
228,511,961
TOTAL EQUITY
NON-CURRENT LIABILITIES
Term loans
Deferred tax liabilities
19
9
CURRENT LIABILITIES
Trade payables
Other payables and accruals
Amount owing to non-controlling shareholders
Amounts owing to related parties
Provision for taxation
Term loans
20
21
22
23
19
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
45
The Group
2015
2014
RM
RM
Note
REVENUE
24
The Company
2015
2014
RM
RM
367,011,028
338,337,107
4,621,836
8,088,213
COST OF SALES
(293,366,956)
(255,063,526)
GROSS PROFIT
73,644,072
83,273,581
4,621,836
8,088,213
36,416,519
22,828,479
1,338,289
588,584
110,060,591
106,102,060
5,960,125
8,676,797
(50,720,692)
(48,089,181)
ADMINISTRATIVE EXPENSES
(36,894,392)
(29,310,640)
(274,507)
(2,020,438)
(3,711,915)
(5,610,339)
(234,498)
(281,690)
25
18,499,094
22,810,210
5,685,618
6,656,359
TAXATION
26
(5,482,379)
(6,533,932)
(125,324)
13,016,715
16,276,278
5,560,294
6,656,359
13,016,715
16,276,278
5,560,294
6,656,359
12,869,024
147,691
15,078,271
1,198,007
5,560,294
-
6,656,359
-
13,016,715
16,276,278
5,560,294
6,656,359
12,869,024
147,691
15,078,271
1,198,007
5,560,294
-
6,656,359
-
13,016,715
16,276,278
5,560,294
6,656,359
5.91
7.47
27
46
7,401,916
217,706,400
Balance at 31.5.2014
(1,348,084)
Listing expenses
8,750,000
35,000,000
28
8,750,000
35,000,000
182,706,400
Share
Premium
RM
15 &
16
Note
Balance at 31.5.2013
The Group
Share
Capital
RM
(181,984,395)
(181,984,395)
Merger
Deficit
RM
71,003,801
7,096
(3,265,596)
(3,265,596)
15,078,271
59,184,030
Retained
Profits
RM
114,127,722
(1,348,084)
7,096
40,484,404
(3,265,596)
43,750,000
15,078,271
59,906,035
Attributable
To Owners
Of The
Company
RM
3,170,282
53,500
(7,096)
(1,743,600)
(1,743,600)
1,198,007
3,669,471
NonControlling
Interests
RM
117,298,004
(1,348,084)
53,500
38,740,804
(1,743,600)
(3,265,596)
43,750,000
16,276,278
63,575,506
Total
Equity
RM
47
48
7,401,916
217,706,400
Balance at 31.5.2015
7,401,916
217,706,400
28
Note
Share
Premium
RM
Distributions to owners of
the Company:- Dividends:
- by the Company
- by subsidiaries to noncontrolling interests
Balance at 31.5.2014/1.6.2014
The Group
Share
Capital
RM
(181,984,395)
(181,984,395)
Merger
Deficit
RM
76,917,850
(3,689,379)
(3,265,596)
(3,265,596)
12,869,024
71,003,801
Retained
Profits
RM
120,041,771
(3,689,379)
(3,265,596)
(3,265,596)
12,869,024
114,127,722
Attributable
To Owners
Of The
Company
RM
804,389
20,000
(1,214,734)
(1,318,850)
(1,318,850)
147,691
3,170,282
NonControlling
Interests
RM
120,846,160
20,000
(4,904,113)
(4,584,446)
(1,318,850)
(3,265,596)
13,016,715
117,298,004
Total
Equity
RM
<-------Non-Distributable------> <Distribution>
Retained
Profits/
Share
Share (Accumulated
Losses)
Capital
Premium
Note
RM
RM
RM
The Company
Balance at 1.6.2013
Total
Equity
RM
(7,118)
(7,115)
182,706,397
35,000,000
8,750,000
182,706,397
43,750,000
217,706,397
8,750,000
226,456,397
Listing expenses
(1,348,084)
(1,348,084)
6,656,359
6,656,359
(3,265,596)
(3,265,596)
217,706,400
7,401,916
3,383,645
228,491,961
5,560,294
5,560,294
(3,265,596)
(3,265,596)
217,706,400
7,401,916
5,678,343
230,786,659
15
15 & 16
Dividends paid
28
Balance at 31.5.2014/1.6.2014
Total comprehensive income for the financial year
Dividends paid
Balance at 31.5.2015
28
49
The Group
2015
2014
RM
RM
Note
The Company
2015
2014
RM
RM
18,499,094
22,810,210
5,685,618
6,656,359
227,615
3,413,577
69,515
231,404
(161,856)
(1,644,804)
(144,500)
315,812
3,558,645
411,133
1,735,885
(184,332)
(1,284,483)
(176,900)
(1,337,782)
-
1,735,885
(588,584)
-
20,490,045
(3,630,436)
(3,031,746)
14,044,625
27,185,970
(22,348,207)
(659,257)
9,792,851
4,347,836
5,941
7,803,660
(5,000)
18,000
27,872,488
(5,736,163)
363,485
(231,404)
13,971,357
(8,498,471)
561,887
(411,133)
4,353,777
(9,024)
-
7,816,660
-
22,268,406
5,623,640
4,344,753
7,816,660
50
Note
CASH FLOWS FOR INVESTING ACTIVITIES
Accretion in equity interest in subsidiaries
Interest received
Net advances to subsidiary
Proceeds from disposal of property, plant and
equipment
Purchase of property, plant and equipment
Rental received
The Group
2015
2014
RM
RM
The Company
2015
2014
RM
RM
(4,904,113)
1,644,804
-
1,284,483
-
1,337,782
(19,885,280)
588,584
(8,606,567)
177,100
(7,558,649)
144,500
188,500
(7,835,178)
176,900
(10,496,358)
(6,185,295)
(18,547,498)
(8,017,983)
(3,265,596)
(1,318,850)
-
(3,265,596)
(1,743,600)
(2,128,525)
(3,265,596)
-
(3,265,596)
(2,128,525)
1,980,000
43,750,000
2,970,000
43,750,000
-
20,000
(563,159)
53,500
(3,114,729)
(20,002)
411,765
(3,167,607)
36,932,815
(3,265,596)
38,355,879
8,604,441
36,371,160
(17,468,341)
38,154,556
77,896,121
41,524,961
38,164,982
10,426
86,500,562
77,896,121
20,696,641
38,164,982
29
28
30
51
1.
GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in Malaysia.
The domicile of the Company is Malaysia. The registered office and principal place of business are as follows:Registered office
:
Principal place of business
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors dated
2.
PRINCIPAL ACTIVITIES
The Company is principally involved in investment holding. The principal activities of the subsidiaries are set out in
Note 8 to the financial statements. There have been no significant changes in the nature of these activities during the
financial year.
3.
HOLDING COMPANY
The holding company is Motivasi Optima Sdn. Bhd., a company incorporated in Malaysia which the directors also
regard as the ultimate holding company.
4.
BASIS OF PREPARATION
The financial statements of the Group are prepared under the historical cost convention and modified to include
other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance with
Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards and the requirements
of the Companies Act 1965 in Malaysia.
4.1
During the current financial year, the Group has adopted the following new accounting standards and
interpretations (including the consequential amendments, if any):-
MFRSs and/or IC Interpretations (Including The Consequential Amendments)
Amendments to MFRS 10, MFRS 12 and MFRS 127 (2011): Investment Entities
Amendments to MFRS 119: Defined Benefit Plans Employee Contributions
Amendments to MFRS 132: Offsetting Financial Assets and Financial Liabilities
Amendments to MFRS 136: Recoverable Amount Disclosures for Non-financial Assets
Amendments to MFRS 139: Novation of Derivatives and Continuation of Hedge Accounting
IC Interpretation 21 Levies
Annual Improvements to MFRSs 2010 2012 Cycle
Annual Improvements to MFRSs 2011 2013 Cycle
The adoption of the above accounting standards and interpretations (including the consequential amendments)
did not have any material impact on the Groups financial statements.
52
4.
The Group has not applied in advance the following accounting standards and interpretations (including the
consequential amendments, if any) that have been issued by the Malaysian Accounting Standards Board
(MASB) but are not yet effective for the current financial year:
MFRSs and/or IC Interpretations (Including The Consequential Amendments)
MFRS 9 Financial Instruments (IFRS 9 issued by IASB in July 2014)
MFRS 15 Revenue from Contracts with Customers
Amendments to MFRS 10 and MFRS 128 (2011): Sale or Contribution of Assets between
an Investor and its Associate or Joint Venture
Amendments to MFRS 11: Accounting for Acquisitions of Interests in Joint Operations
Amendments to MFRS 10, MFRS 12 and MFRS 128 (2011): Investment Entities Applying
the Consolidation Exception
Amendments to MFRS 101: Presentation of Financial Statements Disclosure Initiative
Amendments to MFRS 116 and MFRS 138: Clarification of Acceptable Methods of
Depreciation and Amortisation
Amendments to MFRS 116 and MFRS 141: Agriculture Bearer Plants
Amendments to MFRS 127 (2011): Equity Method in Separate Financial Statements
Annual Improvements to MFRSs 2012 2014 Cycle
Effective Date
1 January 2018
1 January 2017
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
1 January 2016
The above mentioned accounting standards and interpretations (including the consequential amendments)
is not expected to have any material impact on the Groups financial statements upon their initial application.
5.
5.1
53
5.
5.1
Income Taxes
There are certain transactions and computations for which the ultimate tax determination may be
different from the initial estimate. The Group recognises tax liabilities based on its understanding
of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of
business. Where the final outcome of these matters is different from the amounts that were initially
recognised, such difference will impact the income tax and deferred tax provisions in the year in which
such determination is made.
(c)
(d)
Write-down of Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories.
These reviews require judgement and estimates. Possible changes in these estimates could result in
revisions to the valuation of inventories.
(e)
(f)
(g)
54
5.
5.2
BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of the Company and its subsidiaries
made up to the end of the reporting period.
Subsidiaries are entities (including structured entities) controlled by the Group. The Group controls an entity
when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to the effective
date on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessary,
adjustments are made to the financial statements of subsidiaries to ensure consistency of accounting policies
with those of the Group.
(a)
Business Combinations
A business combination involving entities under common control is a business combination in which all
the combining entities or business are ultimately controlled by the same party or parties both before
and after the business combination, and that control is not transitory.
An acquisition that resulted in a business combination involving common control entities is outside
the scope of MFRS 3 Business Combinations. For such common control combinations, the merger
accounting principles are used to include the assets, liabilities, results, equity changes and cash flows of
the combining entities in the audited financial statements.
In applying merger accounting, financial statements items of the combining entities or businesses for
the reporting period in which common control combination occurs are included in the audited financial
statements of the Group as if the combination had occurred from the date when the combining entities
or businesses come under the control of the controlling party or parties.
Under merger accounting, the Group recognises the assets, liabilities and equity of the combining entities
or businesses at the carrying amount as if such audited financial statements had been prepared by the
controlling party including adjustments required for conforming to the Groups accounting policies and
applying those policies to all period presented. There is no recognition of any goodwill or a gain from
a bargain purchase at the time of the common control combination. The effect of all transactions and
balances between combining entities, whether occurring before or after the combination, are eliminated
in preparing the audited financial statements of the Group.
However, in the future, acquisitions of businesses are accounted for using the acquisition method.
Under the acquisition method, the consideration transferred for acquisition of a subsidiary is the fair
value of the assets transferred, liabilities incurred and the equity interests issued by the Group at the
acquisition date. The consideration transferred includes the fair value of any asset or liability resulting
from a contingent consideration arrangement. Acquisition-related costs, other than the costs to issue
debt or equity securities, are recognised in profit or loss when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in
profit or loss.
55
5.
5.2
(a)
(b)
Non-Controlling Interests
Non-controlling interests are presented within equity in the consolidated statement of financial position,
separately from the equity attributable to owners of the Company. 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 is attributed to non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
At the end of each reporting period, the carrying amount of non-controlling interests is the amount of
those interests at initial recognition plus the non-controlling interests share of subsequent changes in
equity.
(c)
(d)
Loss of Control
Upon the loss of control of a subsidiary, the Group recognises any gain or loss on disposal in profit or
loss which 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 in the former subsidiary; and
(ii) the previous carrying amount of the assets (including goodwill), and liabilities of the former
subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the former subsidiary
are accounted for in the same manner as would be required if the relevant assets or liabilities were
disposed of (i.e. reclassified to profit or loss or transferred directly to retained profits). The fair value of
any investments 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 or, when applicable, the cost on
initial recognition of an investment in an associate or a joint venture.
5.3 GOODWILL
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is
reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the
carrying amount may be impaired. The impairment value of goodwill is recognised immediately in profit or loss.
An impairment loss recognised for goodwill is not reversed in a subsequent period.
56
5.
5.3
GOODWILL (CONTD)
Under the acquisition method, any excess of the sum of the fair value of the consideration transferred in the
business combination, the amount of non-controlling interests recognised and the fair value of the Groups
previously held equity interest in the acquiree (if any), over the net fair value of the acquirees identifiable assets
and liabilities at the date of acquisition is recorded as goodwill.
Where the latter amount exceeds the former, after reassessment, the excess represents a bargain purchase gain
and is recognised as a gain in profit or loss.
5.4
5.5
FINANCIAL INSTRUMENTS
Financial instruments are recognised in the statements of financial position when the Group has become a
party to the contractual provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are
reported as an expense or income. Distributions to holders of financial instruments classified as equity are
charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle
either on a net basis or to realise the asset and settle the liability simultaneously.
A financial instrument is recognised initially at its fair value. Transaction costs that are directly attributable to the
acquisition or issue of the financial instrument (other than a financial instrument at fair value through profit or
loss) are added to/deducted from the fair value on initial recognition, as appropriate. Transaction costs on the
financial instrument at fair value through profit or loss are recognised immediately in profit or loss.
Financial instruments recognised in the statements of financial position are disclosed in the individual policy
statement associated with each item.
(a)
Financial Assets
On initial recognition, financial assets are classified as either financial assets at fair value through profit or
loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial
assets, as appropriate.
(i) Financial Assets at Fair Value through Profit or Loss
Financial assets are classified as financial assets at fair value through profit or loss when the financial
asset is either held for trading or is designated to eliminate or significantly reduce a measurement
or recognition inconsistency that would otherwise arise. Derivatives are also classified as held for
trading unless they are designated as hedges.
57
5.
5.5
58
5.
5.5
(b)
Financial Liabilities
All financial liabilities are initially measured at fair value plus directly attributable transaction costs
and subsequently measured at amortised cost using the effective interest method other than those
categorised as fair value through profit or loss.
Fair value through profit or loss category comprises financial liabilities that are either held for trading or
are designated to eliminate or significantly reduce a measurement or recognition inconsistency that would
otherwise arise. Derivatives are also classified as held for trading unless they are designated as hedges.
Financial liabilities are classifies as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting date.
(c)
Equity Instruments
Ordinary shares classified as equity are measured at cost and are not remeasured subsequently.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
(d) Derecognition
A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash
flows from the financial asset expire or the financial asset is transferred to another party without retaining
control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the
difference between the carrying amount and the sum of the consideration received (including any new
asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised
in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference
between the carrying amount of the financial liability extinguished or transferred to another party and
the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised
in profit or loss.
CARING PHARMACY GROUP BERHAD (1011859-D)
59
5.
5.6
INVESTMENTS IN SUBSIDIARIES
Investments in subsidiaries are stated at cost in the statement of financial position of the Company, and are
reviewed for impairment at the end of the reporting period if events or changes in circumstances indicate that
the carrying values may not be recoverable. The cost of the investments includes transaction costs.
On the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the
carrying amount of the investments is recognised in profit or loss.
5.7 TRADEMARK
Expenditure incurred on the acquisition of trademarks is capitalised as non-current assets. The useful life
of trademark is estimated to be indefinite because based on the current market share of the trademark,
management believes there is no foreseeable limit to the period over which the trademark is expected to
generate net cash flows to the Group. Trademark is stated at cost less any impairment losses. The carrying
amount of trademark is reviewed annually and adjusted for impairment where it is considered necessary.
5.8
60
5.
5.9 IMPAIRMENT
(a)
(b)
5.10 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-out
basis and comprises the purchase price 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 necessary to make the sale.
CARING PHARMACY GROUP BERHAD (1011859-D)
61
5.
Short-term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on
an undiscounted basis and are recognised in profit or loss in the period in which the associated services
are rendered by employees of the Group.
62
5.
A person or a close member of that persons family is related to a reporting entity if that person:(i) has control or joint control over the reporting entity;
(ii) has significant influence over the reporting entity; or
(iii) is a member of the key management personnel of the reporting entity or of a parent of the reporting
entity.
(b)
An entity is related to a reporting entity if any of the following conditions applies:(i) The entity and the reporting entity are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an associate or joint venture of a
member of a group of which the other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity.
(v) The entity is a post-employment benefit plan for the benefit of employees of either the reporting
entity or an entity related to the reporting entity. If the reporting entity is itself such a plan, the
sponsoring employers are also related to the reporting entity.
(vi) The entity is controlled or jointly controlled by a person identified in (a) above.
(vii) A person identified in (a)(i) above has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity).
Close members of the family of a person are those family members who may be expected to influence, or be
influenced by, that person in their dealings with the entity.
63
5.
Sale of Goods
Revenue is recognised upon delivery of goods and customers acceptance and where applicable, net
of returns and trade discounts.
(b)
Dividend Income
Dividend income from investment is recognised when the right to receive dividend payment is established.
(c)
Rental income
Rental income is recognised on an accrual basis.
(d)
(e)
Interest income
Interest income is recognised on an accrual basis using the effective interest method.
64
6.
7,558,649
32,853,330
Total
2,058,957
565,044
700,999
1,106,317
1,149,149
3,960,000
9,540,466
27,191,489
Total
Additions
RM
At
1.6.2013
RM
4,332,396
2,528,831
530,264
323,881
1,246,943
1,998,337
1,309,730
14,921,107
(227,615)
(10,089)
(70,679)
(77,666)
(69,181)
-
Impairment
Losses
RM
(15,244)
(15,244)
-
Disposal
RM
Leasehold lands
Buildings
Computer equipment
Motor vehicles
Office equipment
Furniture and fittings
Renovation
Asset in progress
The Group
Net Book Value
850,970
308,552
1,565,277
1,396,618
2,427,232
1,010,000
Additions
RM
4,266,350
2,475,094
1,709,422
610,911
1,263,359
2,009,694
1,637,393
18,881,107
At
1.6.2014
RM
Leasehold lands
Buildings
Computer equipment
Motor vehicles
Office equipment
Furniture and fittings
Renovation
Asset in progress
The Group
Net Book Value
(4,168)
(4,168)
-
Disposal
RM
(69,515)
(22,510)
(24,912)
(22,093)
-
(315,812)
(8,652)
(84,713)
(130,430)
(92,017)
-
Impairment
Losses
RM
12,043,095
7,848,012
(19,891,107)
(3,558,645)
(66,046)
(53,737)
(871,147)
(278,014)
(595,702)
(964,530)
(729,469)
-
Depreciation
Charge
RM
(3,413,577)
(76,182)
(66,817)
(993,081)
(193,977)
(543,910)
(884,420)
(655,190)
-
Depreciation
Charge
RM
32,853,330
4,266,350
2,475,094
1,709,422
610,911
1,263,359
2,009,694
1,637,393
18,881,107
At
31.5.2014
RM
36,686,028
16,233,263
10,256,289
1,557,222
710,242
2,191,537
2,419,314
3,318,161
-
At
31.5.2015
RM
65
6.
ACCUMULATED
DEPRECIATION
RM
NET BOOK
VALUE
RM
Leasehold lands
Buildings
Computer equipment
Motor vehicles
Office equipment
Furniture and fittings
Renovation
16,549,625
10,534,924
5,403,094
1,445,951
5,865,785
8,676,796
7,938,945
(316,362)
(278,635)
(3,845,872)
(735,709)
(3,674,248)
(6,257,482)
(4,620,784)
16,233,263
10,256,289
1,557,222
710,242
2,191,537
2,419,314
3,318,161
Total
56,415,120
(19,729,092)
36,686,028
AT COST
RM
ACCUMULATED
DEPRECIATION
RM
NET BOOK
VALUE
RM
Leasehold lands
Buildings
Computer equipment
Motor vehicles
Office equipment
Furniture and fittings
Renovation
Asset in progress
4,506,530
2,686,912
4,839,665
1,646,233
4,311,355
7,066,467
5,434,875
18,881,107
(240,180)
(211,818)
(3,130,243)
(1,035,322)
(3,047,996)
(5,056,773)
(3,797,482)
-
4,266,350
2,475,094
1,709,422
610,911
1,263,359
2,009,694
1,637,393
18,881,107
Total
49,373,144
(16,519,814)
32,853,330
THE GROUP
AT 31.5.2015
THE GROUP
AT 31.5.2014
The net book value of properties pledged as security for bank borrowings are as follows:The Group
2015
2014
RM
RM
Leasehold lands
Buildings
Asset in progress
7.
12,032,956
7,834,935
-
2,900,504
1,365,354
18,881,107
19,867,891
23,146,965
Goodwill
RM
Trademark
RM
Total
RM
1,071,560
-
1,874,870
-
2,946,430
-
1,071,560
1,874,870
2,946,430
INTANGIBLE ASSETS
The Group
Cost:-
66
7.
8.
INVESTMENT IN SUBSIDIARIES
The Company
2015
2014
RM
RM
Unquoted shares
- at cost
182,706,397
182,706,397
22,688,582
205,394,979
182,706,397
Quasi loans
Quasi loans represent advances to a subsidiary of which the settlement is neither planned nor likely to occur in the
foreseen future. These amounts are, in substance, a part of the Companys net investment in the subsidiaries. The
quasi loans are stated at cost less accumulated impairment losses, if any.
The details of the subsidiaries are as follows:Ordinary Effective Equity
Place of
Paid-up
Interest
incorporation Capital
2015
2014 Principal activities
RM
%
%
Name of company
Caring Pharmacy Retail
Management Sdn. Bhd.
Malaysia
2,310,918
100
100
Malaysia
100,000
76
51
Operation of community
pharmacy including retailing of
pharmaceutical, healthcare and
personal care products
Malaysia
100,000
75
50
As above
Malaysia
100,000
100
100
As above
67
8.
Name of company
68
Malaysia
100,000
90
80
Operation of community
pharmacy including retailing of
pharmaceutical, healthcare and
personal care products
Malaysia
100,000
51
51
As above
Malaysia
100,000
50
50
As above
Malaysia
100,000
76
51
As above
Malaysia
100,000
100
100
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
80
60
As above
Malaysia
100,000
60
60
As above
Malaysia
1,000,000
100
100
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
76
51
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
51
51
As above
Malaysia
100,000
70
70
As above
Malaysia
100,000
80
80
As above
Malaysia
100,000
60
60
As above
Malaysia
200,000
70
60
As above
Malaysia
100,000
100
100
As above
Malaysia
300,000
100
100
As above
Malaysia
100,000
75
75
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
8.
Name of company
Caring Pharmacy Always
Sdn. Bhd.
Malaysia
100,000
70
70
Operation of community
pharmacy including retailing of
pharmaceutical, healthcare and
personal care products
Malaysia
310,000
100
70
As above
Malaysia
310,000
100
70
As above
Malaysia
100,000
51
51
As above
Malaysia
100,000
70
70
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
90
90
As above
Malaysia
100,000
75
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
70
70
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100,000
60
60
As above
Malaysia
100
100
Malaysia
100
100
Dormant
Malaysia
100
100
Dormant
Malaysia
50
Dormant
69
8.
None of the subsidiaries of the Group has a material non-controlling interests.
9.
838,760
(40,064)
(73,485)
79,178
2,991,068
651,117
(520,424)
48,521
804,389
3,170,282
(1,342,400)
1,332,200
(448,300)
(894,100)
At 31.5.2015/2014
(10,200)
(1,342,400)
277,866
97,728
150,500
127,366
At 31.5.2015/2014
375,594
277,866
365,394
(1,064,534)
Deferred tax assets and liabilities are attributable to the following items:The Group
2015
2014
RM
RM
Deferred tax liabilities
An excess of carrying amount over tax base
Deferred tax assets
Unabsorbed tax losses
Unutilised capital allowances
70
365,394
424,866
(1,174,000)
(315,400)
(1,489,400)
365,394
(1,064,534)
9.
6,063,600
2,038,100
149,100
4,012,400
1,658,400
-
8,250,800
5,670,800
10. INVENTORIES
The Group
2015
2014
RM
RM
At cost
Trading goods
None of the inventories are stated at net realisable value.
83,485,860
79,855,424
The Company
2015
2014
RM
RM
2,090,710
5,883,347
42,501
475,131
5,284,850
8,484
5,000
-
5,000
-
8,016,558
5,768,465
5,000
5,000
71
210,444
4,621,836
3,013,746
4,621,836
4,832,280
7,635,582
The non-trade balances represent unsecured, interest-free advances and payments made on behalf. The amounts
owing are repayable on demand and to be settled in cash.
The Company
2015
2014
RM
RM
348,315
50,797,561
360,000
58,264,884
20,448,152
37,631,744
51,145,876
58,624,884
20,448,152
37,631,744
The placements with financial institution represent monies deposited into fixed income funds which are not restricted
to fixed maturity. The funds invest mainly into fixed deposits with licensed banks, short-term repurchase agreements
(REPOs) and short term Malaysian Government Securities and thus have minimum exposure to changes in market
value. These deposits can be cashed out on call basis and have cheque facilities.
The weighted average effective interest rates per annum of deposits at the end of the reporting period are as follows:The Group
2015
2014
%
%
Fixed deposits with financial institution
Placements with financial institution
3.00 3.15
2.69 3.31
3.00 3.15
2.04 2.84
The Company
2015
2014
%
%
2.69 3.31
2.04 2.84
The average maturities of fixed deposits as at the end of the reporting period are as follows:The Group
2015
2014
Days
Days
30 - 365
72
30 - 365
2014
RM
Authorised
Ordinary shares of RM1.00 each
At 31 May 2015/2014
500,000,000
500,000,000
500,000,000
500,000,000
217,706,400
217,706,400
182,706,397
35,000,000
182,706,397
35,000,000
217,706,400
217,706,400
217,706,400
217,706,400
7,401,916
8,750,000
(1,348,084)
7,401,916
7,401,916
Share premium comprises the premium paid on subscription of shares in the Company and above the par value
of the shares net of listing expenses. The total listing expenses for the Initial Public Offering exercise amounted to
RM3,083,969, of which RM1,348,084 were written off against share premium. The balance of the listing expenses of
RM1,735,885 were recognised in the profit or loss as disclosed in Note 25 to the financial statements.
The share premium is not distributable by way of dividends and may be utilised in the manner set out in Section 60(3)
of the Companies Act 1965.
73
1,456,940
121,412
1,456,940
4,370,820
4,032,141
1,456,940
2,913,880
5,407,768
9,859,901
9,778,588
11,316,841
9,900,000
Term loans are repayable over 120 (2014 120) monthly installments from the date of drawdown and secured by the
following:(i)
legal charges over the Groups leasehold lands and buildings as disclosed in Note 6 to the financial statements;
and
(ii)
joint and several guarantee from certain directors of the Company and its subsidiary.
The weighted average effective interest rates per annum at the end of the reporting period for borrowings were as
follow:The Group
2015
2014
%
%
4.45
Term loans
4.20
74
The Company
2015
2014
RM
RM
2,575,890
1,505,137
2,803,674
2,157,681
1,893,236
2,763,371
5,941
20,000
-
20,000
-
6,884,701
6,814,288
25,941
20,000
48,278
56,215
The trade balances are subject to the normal trade credit terms of 60 days (2014 60 days). The amounts owing are
to be settled in cash.
24. REVENUE
The Group
2015
2014
RM
RM
Sales of goods
Loyalty fee
Rental income
Dividend income
The Company
2015
2014
RM
RM
366,908,528
102,500
-
338,227,072
44,935
65,100
-
4,621,836
8,088,213
367,011,028
338,337,107
4,621,836
8,088,213
75
The Company
2015
2014
RM
RM
283,000
10,400
30,000
3,413,577
977,400
9,298,251
69,515
227,615
2,100
231,404
17,631,891
36,258,441
261,300
8,200
3,558,645
1,069,200
8,952,817
315,812
1,500
411,133
1,735,885
14,903,009
31,255,957
20,000
144,000
4,800
-
20,000
500
204,000
1,735,885
4,100
(161,856)
(1,644,804)
(42,000)
(184,332)
(1,284,483)
(111,800)
(1,337,782)
-
(588,584)
-
Included in staff costs is EPF contribution of RM3,609,890 (2014 RM3,255,231) of the Group.
26. TAXATION
The Group
2015
2014
RM
RM
Current tax expenses:Malaysian Income Tax for the current financial year
Under provision in the previous financial year
The Company
2015
2014
RM
RM
3,982,237
70,214
7,273,330
27,336
116,300
9,024
4,052,451
7,300,666
125,324
1,486,625
(750,834)
(8,593)
(48,104)
(15,900)
1,429,928
(766,734)
5,482,379
6,533,932
125,324
During the current financial year, all subsidiaries of the Company are not entitled the preferential tax rate of 20% on their
chargeable income of up to RM500,000 as the Companys issued and paid-up share capital has exceeded RM2,500,000.
76
The Company
2015
2014
RM
RM
18,499,094
22,810,210
5,685,618
6,656,359
4,624,774
5,486,531
1,421,405
1,664,090
702,036
(438,328)
875,649
(317,679)
58,678
(1,363,783)
505,109
(2,169,199)
70,214
27,336
9,024
580,380
477,995
(8,593)
(48,104)
(15,900)
5,482,379
6,533,932
125,324
The statutory tax rate will be reduced to 24% from the current financial years rate of 25%, effective from year of
assessment 2016.
Subject to agreement with tax authorities, at the end of the reporting period, the unabsorbed tax losses and unutilised
capital allowances of the Group are as follows:The Group
2015
2014
RM
RM
Unabsorbed tax losses
Unutilised capital allowances
6,063,600
2,038,100
8,708,300
2,956,100
8,101,700
11,664,400
77
15,078,271
217,706,400
-
182,706,400
19,273,973
217,706,400
201,980,373
5.91
7.47
The diluted earnings per share were not applicable as there were no dilutive potential ordinary shares outstanding at
the end of the reporting period.
28. DIVIDENDS
The Group/The Company
2015
2014
RM
RM
Paid:In respect of the previous financial year:Final single tier tax-exempt dividend of 1.5 sen per ordinary share
In respect of the current financial year:Interim single tier tax-exempt dividend of 1.5 sen per ordinary share
3,265,596
3,265,596
3,265,596
3,265,596
At the forthcoming Annual General Meeting, a final single tier tax-exempt dividend of 2.0 sen per ordinary share
in respect of the current financial year will be proposed for shareholders approval. The financial statements for the
current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be
accounted for as a liability in the financial year ending 31 May 2016.
78
7,558,649
-
9,540,466
(1,705,288)
7,558,649
7,835,178
The Company
2015
2014
RM
RM
51,145,876
35,354,686
58,624,884
19,271,237
20,448,152
248,489
37,631,744
533,238
86,500,562
77,896,121
20,696,641
38,164,982
The aggregate amounts of remuneration received and receivable by the directors of the Group and of the
Company during the financial year are as follows:The Group
2015
2014
RM
RM
Directors of the Company
Executive directors:
- fee
- non-fee emoluments
Non-Executive directors:
- fee
- non-fee emoluments
(b)
The Company
2015
2014
RM
RM
208,800
1,340,844
1,549,644
208,800
1,353,430
1,562,230
144,000
4,800
148,800
204,000
204,000
144,000
4,800
148,800
204,000
204,000
624,600
7,952,607
8,577,207
656,400
7,599,387
8,255,787
10,275,651
10,022,017
148,800
204,000
The number of the Companys directors with total remuneration from the Group falling in bands of RM50,000
are as follows:2015
2014
Number Of Directors
Executive directors:RM500,001 RM550,000
1
2
79
Other than those disclosed elsewhere in the financial statements, the Group and the Company also carried out
the following significant transactions with the related parties during the financial year:The Group
2015
2014
RM
RM
Subsidiaries
Dividend income received/receivable
Interest income received/receivable
The Company
2015
2014
RM
RM
4,621,836
504,486
8,088,213
31,264
294,000
294,000
374,637
357,263
184,052
208,969
Information regarding outstanding balances arising from related party transactions as at the end of the reporting
period is disclosed in Notes 13 and 23 to the financial statements.
(c)
2,879,987
455,843
2,924,259
450,702
3,335,830
3,374,961
80
1,634,442
320,000
(a)
Market Risk
(i) Foreign Currency Risk
The Group does not have material transactions or balances denominated in foreign currency and
hence does not have significant exposure to foreign currency risks.
(ii) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Groups exposure to interest rate risk arises from
interest-bearing financial assets and liabilities. The Groups policy is to obtain the most favourable
interest rates available. As the Groups exposure to interest rate risk is immaterial, sensitivity analysis
is not disclosed.
(iii) Equity Price Risk
The Group does not have any quoted investment and hence is not exposed to equity price risks.
(ii)
Credit Risk
The Groups business model does not result in significant exposure to credit risks from receivables. For
other financial assets (including cash and bank balances and deposits with financial institutions), the
Group minimises credit risk by dealing exclusively with high credit rating counterparties.
Credit risk concentration profile
The Group does not have any major concentration of credit risk related to any individual customer or
counterparty.
81
(a)
The Group
2015
Gross
Amount
RM
Individual
Impairment
RM
Carrying
Value
RM
652,676
652,676
462,880
4,234
285
462,880
4,234
285
1,120,075
1,120,075
Gross
Amount
RM
Individual
Impairment
RM
Carrying
Value
RM
336,422
336,422
2014
NOT PAST DUE
Trade receivables that are past due but not impaired
The Group believes that no impairment allowance is necessary in respect of these trade receivables.
They are substantially companies with good collection track record and no recent history of default.
Trade receivables that are neither past due nor impaired
A significant portion of trade receivables that are neither past due nor impaired are regular customers
that have been transacting with the Group. The Groups uses ageing analysis to monitor the credit
quality of the trade receivables. Any receivables having significant balances past due or more than 60
days, which are deemed to have higher credit risk, are monitored individually.
82
(a)
(iii)
Trade payables
Other payables and accruals
Amount owing to non-controlling
shareholders
Amounts owing to related parties
Term loans
2014
Trade payables
Other payables and accruals
Amount owing to non-controlling
shareholders
Amounts owing to related parties
Term loans
2015
The Group
101,902,421
3,511,898
48,278
11,316,841
98,649,862
3.48 - 3.82
4.45
3,531,900
56,215
12,141,167
85,449,565
62,905,995
6,814,288
3,531,900
56,215
9,900,000
83,208,398
3.20 - 3.31
4.20
62,905,995
6,814,288
3,511,898
48,278
14,569,400
76,888,144
6,884,701
76,888,144
6,884,701
Contractual
Carrying Undiscounted
Cash Flows
Amount
RM
RM
Weighted
Average
Effective Rate
%
73,429,810
3,531,900
56,215
121,412
62,905,995
6,814,288
88,789,961
3,511,898
48,278
1,456,940
76,888,144
6,884,701
Within
1 Year
RM
4,370,820
4,370,820
4,370,820
4,370,820
15
Years
RM
7,648,935
7,648,935
8,741,640
8,741,640
Over 5
Years
RM
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period based on contractual undiscounted
cash flows (including interest payments computed using contractual rates or, if floating, based on the rates at the end of the reporting period):-
Liquidity risk arises mainly from general funding and business activities. The Group practises prudent risk management by maintaining sufficient
cash balances and the availability of funding through certain committed credit facilities.
Liquidity Risk
83
(a)
The Company
Weighted
Average
Effective Rate
%
2015
Other payables and accruals
The Company
Weighted
Average
Effective Rate
%
2014
Other payables and accruals
(b)
Contractual
Carrying Undiscounted
Cash Flows
Amount
RM
RM
25,941
Within
1 Year
RM
25,941
25,941
Contractual
Carrying Undiscounted
Cash Flows
Amount
RM
RM
Within
1 Year
RM
20,000
20,000
20,000
84
(c)
The Company
2015
2014
RM
RM
Financial assets
Loans and receivables financial assets
Trade receivables
Other receivables and deposits
Amounts owing by a related company
Deposits with financial institutions
Cash and bank balances
1,120,075
7,974,057
51,145,876
35,354,686
336,422
5,759,981
58,624,884
19,271,237
5,000
4,832,280
20,448,152
248,489
5,000
7,635,582
37,631,744
533,238
95,594,694
83,992,524
25,533,921
45,805,564
76,888,144
6,884,701
62,905,995
6,814,288
25,941
20,000
3,511,898
48,278
11,316,841
3,531,900
56,215
9,900,000
98,649,862
83,208,398
25,941
20,000
Financial liabilities
Other financial liabilities
Trade payables
Other payables and accruals
Amount owing to non-controlling
shareholders
Amounts owing to related parties
Term loans
(d)
acquisition of 24,500 ordinary shares in Caring Health Solution Sdn. Bhd. for a total cash consideration of
RM486,407 resulting an increase in Caring Pharmacy Retail Management Sdn. Bhd. (CPRM)s effective equity
interest in the subsidiary from 51% to 75.5%;
b)
acquisition of 24,500 ordinary shares in Stay Caring Sdn. Bhd. for a total cash consideration of RM1,410,889
resulting an increase in CPRMs effective equity interest in the subsidiary from 51% to 75.5%;
c)
acquisition of 25,000 ordinary shares in Caring Pharmacy (Kinrara) Sdn. Bhd. for a total cash consideration of
RM1,465,276 resulting an increase in CPRMs effective equity interest in the subsidiary from 50% to 75%;
d)
acquisition of 20,000 ordinary shares in Caring Pharmacy (KLP) Sdn. Bhd. for a total cash consideration of
RM978,001 resulting an increase in CPRMs effective equity interest in the subsidiary from 60% to 80%;
CARING PHARMACY GROUP BERHAD (1011859-D)
85
acquisition of 24,500 ordinary shares in Ace Caring Sdn. Bhd. for a total cash consideration of RM277,521
resulting an increase in CPRMs effective equity interest in the subsidiary from 51% to 75.5%;
f)
acquisition of 15,000 ordinary shares in Caring Pharmacy (Shah Alam) Sdn. Bhd. for a total cash consideration
of RM131,140 resulting an increase in CPRMs effective equity interest in the subsidiary from 60% to 75%;
g)
acquisition of 10,000 ordinary shares in Caring Belle Sdn. Bhd. for a total cash consideration of RM154,877
resulting an increase in CPRMs effective equity interest in the subsidiary from 80% to 90%;
h)
acquisition of 30,000 ordinary shares in Caring Pharmacy (Lifeplus) Sdn. Bhd. for a total cash consideration of
RM1.00 resulting an increase in CPRMs effective equity interest in the subsidiary from 70% to 100%;
i)
acquisition of 30,000 ordinary shares in Green Surge Sdn. Bhd. for a total cash consideration of RM1.00 resulting
an increase in CPRMs effective equity interest in the subsidiary from 70% to 100%;
j)
acquisition of 80,000 new ordinary shares in Victorie Caring Sdn. Bhd. for a total cash consideration of RM80,000
resulting an increase in CPRMs effective equity interest in the subsidiary from 60% to 70%; and
k)
subscription of 1 ordinary share of RM1.00 each representing 50% of the issued and paid-up share capital of
Caring Pharmacy (Empire) Sdn. Bhd. at a total cash consideration of RM1.00.
86
a)
disposal of 20,000 ordinary shares of RM1.00 each in Caring Pharmacy (SK) Sdn. Bhd. for a total cash
consideration of RM20,000 on 1 June 2015 by CPRM resulting a decrease in CPRMs effective equity interest in
the subsidiary from 90% to 70%; and
b)
acquisition of additional 60,000 ordinary shares of RM1.00 each in Caring Pharmacy Rising Sdn. Bhd. for a total
cash consideration of RM60,000 on 1 July 2015 by CPRM.
The Company
2015
2014
RM
RM
74,930,544
(365,394)
68,553,661
1,064,534
5,678,343
-
3,383,645
-
74,565,150
2,352,700
69,618,195
1,385,606
5,678,343
-
3,383,645
-
At 31 May
76,917,850
71,003,801
5,678,343
3,383,645
87
List of Properties
Registered
Owner/
Beneficial Postal Address/
Title Identification
No. Owner
1.
Caring
No. 18, Jalan Sembilang,
Pharmacy
Taman Tenaga,
Retail
Off Jalan Cheras,
Management 56000 Kuala Lumpur,
Sdn. Bhd.
Wilayah Persekutuan
Pajakan Negeri (WP) 14748,
Lot 33765, Mukim Kuala
Lumpur, Daerah Kuala
Lumpur, Negeri Wilayah
Persekutuan Persekutuan
2.
3.
4.
5.
Description of
Property/
Existing Use
Description of
Property:
Four (4) Storey
Intermediate Shop
Office
Description of
Property:
Three Storey
Intermediate
Shophouse
Existing Use:
Ground floor
CARiNG outlet
Other floors for
rental purposes
88
Land area:
1,615
Built up area:
6,967
Existing Use:
Ground floor
CARiNG outlet
Caring
No. 22, Jalan Manis 4,
Pharmacy
Taman Segar,
Retail
56100 Kuala Lumpur
Management
Sdn. Bhd.
PN 10493, Lot No. 39187,
Mukim Kuala Lumpur,
Daerah & Negeri Wilayah
Persekutuan
Approximate Approximate
Age of
Land Area
Building/
(sq ft)/
Tenure/
Approximate
Built-up Area Category of
Land Use
(sq ft)
Audited
Net Book
Value
as at
31.5.2015
Date of
Acquisition (RM000)
1,198,838
Tenure:
99 years - Till 18
April 2076
Category of land
use:
Building
Land area:
2,476
Built up area:
7,225
Land area:
1,650
Built up area:
5,916
Approximate age
of building:
32 years
26 August
2008
1,650,546
Tenure:
99 years - Till 5
April 2078
Category of land
use:
Building
Approximate age
of building:
26 November
18 years
2007
1,232,738
Tenure:
99 years - Till 27
August 2088
Category of land
use:
Building
Land area:
33,778
Built up area:
68,000
Land area:
1,679
Built up area:
4,002
19,867,891
Tenure:
99 years
Commencing
From Issuance of
Title
Category of land
use:
Building
Approximate age
of building:
32 years
Tenure:
99 years - Till 10
December 2077
Category of land
use:
Building
18 February
2013
2,539,539
1.
2.
SHARE BUY-BACK
There was no share buy-back by the Company during the financial year.
3.
4.
5.
6.
NON-AUDIT FEES
An amount of RM30,000 was incurred to the external auditors by the Group for non-audit services provided for the
financial year ended 31 May 2015.
7.
VARIATION IN RESULTS
There was no variation between the financial results in the annual audited financial statements for the financial year
ended 31 May 2015 and the audited financial results for the period ended 31 May 2015 announced by the Company
on 28 July 2015.
8.
PROFIT GUARANTEE
There was no profit guarantee for the financial year.
9.
MATERIAL CONTRACTS
There was no material contract entered into by the Group involving the interest of Directors and major shareholders,
either still subsisting at the end of the financial year under review or entered into since the end of the previous financial
year.
89
ANALYSIS OF SHAREHOLDINGS
As at 19 August 2015
:
:
:
RM500,000,000.00
RM217,706,400.00
Ordinary shares of RM1.00 each
ANALYSIS OF SHAREHOLDINGS
Size of shareholdings
No. of
Shareholders
No. of
Shares
37
1.66
578
0.00
430
19.33
310,200
0.14
1,369
61.56
6,264,200
2.88
326
14.66
9,848,700
4.52
60
2.70
64,470,587
29.62
0.09
136,812,135
62.84
2,224
100.00
217,706,400
100.00
No. of Shares
Indirect Interest
No. of Shares
109,623,857
50.35
39,292,780
18.05
127,401
0.06
109,623,857*
50.35
50.35
127,301
0.06
109,623,857*
127,301
0.06
109,623,857*
50.35
127,301
0.06
109,623,857*
50.35
109,623,857*
50.35
39,292,780^
18.05
39,292,780^
18.05
39,292,780^
18.05
*Deemed interested by virtue of their direct interests in Motivasi Optima Sdn Bhd
^Deemed interested by virtue of their direct interests in Jitumaju Sdn Bhd
DIRECTORS SHAREHOLDINGS
Direct Interest
Name
No. of Shares
Indirect Interest
No. of Shares
200,000
0.09
127,401
0.06
109,623,857*
50.35
127,301
0.06
109,623,857*
50.35
127,301
0.06
109,623,857*
50.35
127,301
0.06
109,623,857*
50.35
300,000
0.14
*Deemed interested by virtue of their direct interests in Motivasi Optima Sdn Bhd
90
Name of Shareholders
Motivasi Optima Sdn Bhd
Kenanga Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Syed Ali Bin Abbas Alhabshee (MGN-WSA0001M)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Arsam Bin Damis (MGN-ARD0003M)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Ismail Bin Osman (MGN-IBO0001M)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Lye Ek Seang (MGN-LES0002M)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd (MGN-VTC0001M)
Malaysia Nominees (Tempatan) Sendirian Berhad
Pledged Securities Account For Jitumaju Sdn Bhd (00-33029-012)
Maybank Nominees (Asing) Sdn Bhd
Exempt An For DBS Bank Limited (Client A/C)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd (MGN-IBO0001M)
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd (MGN-WSA0001M)
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd For RHB Small Cap Opportunity Unit Trust
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd (MGN-LES0002M)
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd For Manulife Investment Progress Fund (4082)
Chong Shean Min
Susy Ding
MIDF Amanah Investment Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Jitumaju Sdn Bhd (MGN-ARD0003M)
HLB Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Wong Yee Hui
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd For RHB Emerging Opportunity Unit Trust
Lee Eng Hock & Co. Sendirian Berhad
Koh Cheng Keong
Tan Lay Ean
Teo Kwee Hock
Yeo Eng Chong @ Yeo Yong Chong
Ong Seng Khek
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank For Koh Kin Lip (MY0502)
Ch'Ng Haw Chong
Jason Chan Chuak Ming
Maybank Nominees (Tempatan) Sdn Bhd
Libra Invest Berhad For Chuah Yeon Hang (ED0008)
UOBM Nominees (Tempatan) Sdn Bhd
UOB Asset Management (Malaysia) Berhad For Gibraltar BSN Aggressive Fund
No. of Shares
109,623,857
27,188,278
(%)
50.35
12.49
9,534,035
4.38
9,092,160
4.18
9,074,035
4.17
8,934,035
4.10
4,780,000
2.20
3,199,502
1.47
2,165,100
0.99
1,365,000
0.63
1,115,000
0.51
1,100,000
0.51
1,095,000
0.50
1,049,700
0.48
1,000,000
694,300
550,000
0.46
0.32
0.25
517,000
0.24
490,000
0.23
480,000
350,000
345,500
313,400
312,600
300,000
300,000
0.22
0.16
0.16
0.14
0.14
0.14
0.14
297,860
290,000
280,000
0.14
0.13
0.13
265,800
0.12
196,102,162
90.08
91
NOTICE IS HEREBY GIVEN that the Third Annual General Meeting of CARING PHARMACY GROUP BERHAD (Caring or
the Company) will be held at Langkawi Room, Bukit Jalil Golf and Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000
Kuala Lumpur on Friday, 16 October 2015 at 11:00 a.m. for the following purposes:
AGENDA
As Ordinary Business
1.
To receive the Audited Financial Statements for the financial year ended 31 May 2015
together with the Reports of Directors and Auditors thereon (Please refer to Note A).
2.
To approve the payment of Directors fees for the financial year ended 31 May 2015.
(Ordinary Resolution 1)
3.
To declare a final tax-exempt single-tier dividend of 2.0 sen per ordinary share in respect
of the financial year ended 31 May 2015.
(Ordinary Resolution 2)
4.
To re-elect the following Directors who retire in accordance with Article 95 of the Companys
Articles of Association:(1)
(2)
5.
(Ordinary Resolution 3)
(Ordinary Resolution 4)
(Ordinary Resolution 5)
As Special Business
To consider and if thought fit, to pass the following resolutions:6.
Authority to Directors to allot and issue shares pursuant to Section 132D of the
Companies Act, 1965
(Ordinary Resolution 6)
THAT, subject always to the Companies Act, 1965 (the Act), the Articles of Association
of the Company and approval and requirements of the relevant governmental and/or
regulatory authorities (where applicable), the Directors be and are hereby empowered
pursuant to Section 132D of the Act to allot and issue new ordinary shares of RM1.00
each in the Company, from time to time and upon such terms and conditions and for such
purposes and to such persons whomsoever the Directors may, in their absolute discretion
deem fit and expedient in the interest of the Company, provided that the aggregate
number of shares to be issued pursuant to this resolution does not exceed ten percent
(10%) of the issued and paid-up share capital for the time being of the Company AND
THAT such authority shall continue to be in force until the conclusion of the next annual
general meeting of the Company.
7.
Proposed authority to the Company to purchase its own ordinary shares up to ten
percent (10%) of its issued and paid-up capital
THAT, subject to compliance with the Act, the Memorandum and Articles of Association
of the Company, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(Bursa Securities) and all other applicable laws, regulations and guidelines and the
approvals of all relevant governmental and/or regulatory authorities, the Company be and is
hereby authorised to allocate an amount not exceeding the total share premium reserve and
retained profit of the Company for the purpose of and to purchase such amount of ordinary
shares of RM1.00 each (Caring Shares) in the Company (Proposed Share Buy-Back) as
may be determined by the Directors of the Company provided that the aggregate number
of Caring Shares purchased and/or held as treasury shares pursuant to this resolution does
not exceed ten percent (10%) of the total issued and paid-up capital of the Company.
92
(Ordinary Resolution 7)
THAT upon completion of the purchase by the Company of its own shares, the Directors
are authorized to deal with the Caring Shares in the following manner:(i)
(ii)
(iii)
(iv)
and in any other manner as prescribed by the Act, rules, regulations and orders made
pursuant to the Act and the requirements of Bursa Securities and any other relevant
authority for the time being in force.
AND THAT the authority conferred by this resolution will commence immediately upon
the passing of this resolution and will continue to be in full force until:
(i)
(ii)
(iii)
the conclusion of the next annual general meeting of the Company following the
general meeting at which this resolution was passed at which time it shall lapse
unless by an ordinary resolution passed at that meeting, the authority is renewed,
either unconditionally or subject to conditions; or
the expiration of the period within which the next annual general meeting after that
date is required by law to be held; or
revoked or varied by an ordinary resolution passed by the shareholders in a general
meeting;
whichever is the earliest and the Directors and/or any of them be and are hereby authorized
to complete and do all such acts and things deem fit and expedient in the interest of
the Company to give full effect to the Proposed Share Buy-Back contemplated and/or
authorized by this resolution.
8.
To transact any other ordinary business of which due notice shall have been given.
Shares transferred into the Depositors Securities Account on or before 4.00 p.m. on 15 October 2015 in respect of
ordinary transfers; and
Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
93
NOTES:(A)
This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 (the
Act) does not require a formal approval of the shareholders and hence, is not put forward for voting.
1.
Only depositors whose names appear in the Record of Depositors as at 08 October 2015 shall be regarded as members
and be entitled to attend, speak and vote at the Meeting.
2.
A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting on a show of
hands or on a poll in his stead provided that the provisions of Section 149(1)(c) of the Act are complied with. There
shall be no restriction as to the qualification of the proxy.
3.
Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (Omnibus Account), there is no limit to the number of proxies
which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds.
4.
Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion
of his shareholdings to be represented by each proxy.
5.
The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised
in writing. If the appointer is a corporation, the instrument must be executed under its Common Seal or under the
hand of an attorney so authorised.
6.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a
notarially certified copy of that power of attorney, must be deposited at the Registered Office of the Company at 3-2,
3rd Mile Square, No. 151 Jalan Kelang Lama, Batu 3, 58100 Kuala Lumpur not less than forty eight (48) hours before
the time appointed for holding this meeting or any adjournment thereof.
94
2.
95
PROXY FORM
I/We,...NRIC No./Passport No./Company No...........................
of .....................................
(FULL ADDRESS)
being (a) member(s) of Caring Pharmacy Group Berhad hereby appoint(s)
..................................
of .....................................
or failing him / her,................................
of .................................
as my/our proxy to vote for me/us and on my/our behalf at the Third Annual General Meeting of the Company to be held
at Langkawi Room, Bukit Jalil Golf and Country Resort, Jalan Jalil Perkasa 3, Bukit Jalil, 57000 Kuala Lumpur on Friday, 16
October 2015 at 11:00 a.m. and at any adjournment thereof.
No.
1
2
3
4
5
6
7
Ordinary Resolutions
Approval of Directors fees for the financial year ended 31 May 2015
Declaration of a final tax-exempt single-tier dividend of 2.0 sen per ordinary share in
respect of the financial year ended 31 May 2015
Re-election of Mr Chong Yeow Siang as Director
Re-election of Mr Ang Khoon Lim as Director
Re-appointment of Messrs Crowe Horwath as Auditors and to authorise the Directors
to fix their remuneration
Renewal of authority for Directors to issue shares pursuant to Section 132D of the
Companies Act, 1965
Authority to the Company to purchase its own ordinary shares up to ten percent
(10%) of its issued and paid-up capital
For
Against
Please indicate with an X in the appropriate box against each Resolution how you wish your proxy to vote. If no instruction
is given, this form will be taken to authorise the proxy to vote at his/ her discretion.
For appointment of two proxies, percentage of shareholdings to be represented by the proxies:
NRIC No./Passport No.
Proxy 1
Proxy 2
Total
No. of Shares
Percentage
100%
Fold here
AFFIX
STAMP
Fold here
CARING PHARMACY
GROUP BERHAD
CARING PHARMACY GROUP BERHAD (1011859-D)
a nnua l re po rt
2015