Padini Msia AR 2020 PDF
Padini Msia AR 2020 PDF
Padini Msia AR 2020 PDF
2020
notice of
annual general meeting
NOTICE IS HEREBY GIVEN that the Thirty Ninth Annual General Meeting of the Company will be held on a fully
virtual basis at the broadcast venue at Room 4.2, No. 19 Jalan Jurunilai U1/20, Hicom Glenmarie Industrial Park,
40150 Shah Alam on Tuesday, 24 November 2020 at 10:00 a.m. for the following purposes:-
AGENDA
Ordinary Business
1. To lay before the Meeting the Audited Financial Statements for the financial year ended
30 June 2020 and the Reports of the Directors and Auditors thereon.
2. To approve payment of Directors’ fee of RM300,000 in respect of the financial year ended (Ordinary
30 June 2020. Resolution 1)
3. To approve the payment of Directors’ benefits (excluding Directors’ Fees) up to an amount (Ordinary
of RM30,000 payable to the Independent Directors from 1 July 2020 until the next Annual Resolution 2)
General Meeting to be held in 2021.
4. To re-elect the following Directors who are retiring in accordance with Clause 103(1) of
the Company’s Constitution:-
5. To re-appoint Messrs BDO PLT as the Auditors of the Company and to authorise the
Directors to fix their remuneration. (Ordinary
Resolution 6)
Special Business
“That Mr Foo Kee Fatt who has served the Board as an Independent Non-Executive (Ordinary
Director for a cumulative term of more than nine years be retained as an Independent Resolution 7)
Non-Executive Director of the Company.”
7. To transact any other business of which due notice shall have been received.
FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be entitled to
attend this Thirty Ninth Annual General Meeting, the Company shall be requesting Bursa Malaysia Depository
Sdn. Bhd. (“Bursa Depository”) in accordance with Clause 71 of the Company’s Constitution and Section 34 (1) of
the Securities Industry (Central Depositories) Act 1991 to issue a General Meeting Record of Depositors as at 13
November 2020. Only a depositor whose name appears on the Record of Depositors as at 13 November 2020 shall
be entitled to attend the said meeting or appoint proxy/proxies to attend and/or vote on his behalf.
Selangor
23 October 2020
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A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Notes:
(i) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016
which requires the Chairman of the meeting to be present at the main venue of the meeting.
(ii) Shareholders/proxies from the public WILL NOT BE ALLOWED to attend the 39th AGM in person at the
Broadcast Venue on the day of the meeting. Please refer to the Administrative Guide if you wish to join the
meeting remotely.
(iii) Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively,
“participate”) remotely at the 39th AGM via the Remote Participation and Voting facilities (“RPV”) provided by
Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online.
Please follow the procedures for RPV in the Administrative Guide on 39th AGM.
(iv) A member of the Company entitled to attend and vote at the above meeting, is entitled to appoint a proxy to
attend and vote in his/her stead. A proxy may but need not be a member of the Company and a member may
appoint any person to be his proxy without limitation.
(v) Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the
proportions of his/her holdings to be represented by each proxy.
(vi) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly
authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand
of an officer or attorney duly authorised.
(vii) The instrument appointing a proxy must be completed and deposited at the office of the Company’s Share
Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business
Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty eight
(48) hours before the time appointed for holding the meeting or adjourned meeting (or in the case of a poll, not
less than twenty four (24) hours before the time appointed for the taking of the poll). Individual shareholders
can also have the option to submit the proxy appointment electronically via TIIH online at website https://tiih.
online before the proxy form submission cut-off time as mentioned in the above. For further information on the
electronic submission of proxy form, kindly refer to the Administrative Guide.
Notes:
A. The Audited Financial Statements are for discussion only as they do not require shareholders’ approval pursuant
to Section 340(1) of the Companies Act 2016. Hence, this matter will not be put for voting.
B. The benefits payable to the Directors (excluding Directors’ Fees) comprises meeting allowances payable to
the Independent Directors. The estimated meeting allowances payable to the Directors from 1 July 2020 until
the next Annual General Meeting of the Company, are calculated based on the number of scheduled meetings
for Board of Directors, Board Committees and general meetings of the Company.
The proposed Ordinary Resolution 7, if passed, will enable Mr Foo Kee Fatt who was appointed on 2 January
2009 and has served the Board as an Independent Non-Executive Director for a cumulative term of more than
nine (9) years, to be retained as an Independent Non-Executive Director of the Company.
The Board of Directors has vide the Nominating and Remuneration Committee conducted an assessment of
independence on Mr Foo and recommended him to continue to act as an Independent Non-Executive Director
based on the following justifications:-
Justifications
a) He has met the independence guidelines as set out in Chapter 1 of the Bursa Malaysia Securities Berhad
Main Market Listing Requirements and is therefore able to give independent opinion to the Board;
b) Being Director for more than nine years has enabled him to contribute positively during deliberations/
discussions at meetings as he is familiar with the operations of the Company and possess knowledge
of the Company’s operations;
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Justifications (Cont’d)
c) He has contributed sufficient time and exercised due care during his tenure as an Independent Non-
Executive Director;
d) He has discharged his professional duties in good faith and also in the best interest of the Company
and shareholders;
e) He has the calibre, qualifications, experiences and personal qualities to challenge management in an
effective and constructive manner; and
f) He has never compromised on his independent judgement.
The details of the Directors who are standing for re-election at the 39th Annual General Meeting are set out
in the Directors’ Profile of the Company’s 2020 Annual Report. No individual other than the retiring Directors
are seeking election as Directors at the 39th Annual General Meeting.
The retiring Directors have been assessed by the Nominating and Remuneration Committee and the Board
of Directors and are recommended for re-election at the 39th Annual General Meeting.
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CORPORATE
INFORMATION
CHAIRMAN DIRECTORS
Chia Swee Yuen Andrew Yong Tze How Foo Kee Fatt
Benjamin Yong Tze Jet Lee Peng Khoon
MANAGING DIRECTOR Chong Chin Lin Sung Fong Fui
Yong Pang Chaun Chew Voon Chyn
PRINCIPAL PLACE OF
BUSINESS
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
CORPORATE
STRUCTURE
100%
MIKIHOUSE CHILDREN’S WEAR SDN. BHD. (198701005814) (164485-U)
100%
PADINI CORPORATION SDN. BHD. (197501000569) (22159-H)
100%
SEED CORPORATION SDN. BHD. (199001002825) (194391-K)
100%
YEE FONG HUNG (MALAYSIA) SDN. BHD. (197301001498) (15011-U)
100%
PADINI DOT COM SDN. BHD. (200001007952) (510558-H)
100%
VINCCI LADIES’ SPECIALTIES CENTRE SDN. BHD. (198101007288) (73404-H)
100%
VINCCI HOLDINGS SDN. BHD. (198301002408) (97644-K)
100%
THE NEW WORLD GARMENT MANUFACTURERS SDN. BHD. (198201000746) (80490-U)
100%
PADINI INTERNATIONAL LTD., HONG KONG (896012)
100%
PADINI (CAMBODIA) CO., LTD. (00026592)
100%
PADINI (THAILAND) CO., LTD. (0105561096612)
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GROUP FINANCIAL
HIGHLIGHTS
Net assets per share (sen) 71.3 83.9 99.3 112.5 116.4
(Decrease)/Increase in
profit attributable to 57,162 20,003 20,786 -18,008 -84,992
equity holders 71.3% 14.6% 13.2% -10.1% -53.1%
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
1,301,193 1,570,722 1,678,790 1,783,022 1,354,679 186,665 213,189 239,696 219,265 107,321
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
468,956 552,102 653,200 740,344 765,780 71.3 83.9 99.3 112.5 116.4
2016 2017 2018 2019 2020 2016 2017 2018 2019 2020
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CHAIRMAN’S
STATEMENT
Future outlook
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Chairman’s Statement
(Cont’d)
The Group’s domestic operations continue to be the main driver of revenue and profits. Notwithstanding that the
government is anticipated to continue to implement the necessary measures to support the domestic economy
towards full recovery, given the uncertainties from the health crisis, the Group expects the outlook for the economy
for the remainder of 2020 and 2021 to be challenging. The Group continues to implement measures to control cost,
optimising working capital, preserving cash and streamlining its operations to minimise the adverse impact. In addition,
adapting to the new normal post pandemic leads to changes in consumer behavior, including in-store shopping and
digital retailing. Good understanding of consumer needs, ability to deliver value and speed-to-market will continue to
be critical success factors. These components have been ingrained into all areas of the marketing, merchandising
and supply chain of the Group. We have also placed increased focus on further developing digital retailing to reach
out to and extend the purchasing channels for the convenience of our customers and for future growth.
Compared to domestic operations, our overseas operations are relatively small. The Group will continue to monitor
the overseas markets for opportunities to increase our market presence in Asia, especially ASEAN countries.
Every crisis comes with profound challenges but there are also opportunities to set sights on greener pastures. With
all these in mind and given the consistent execution of the Group’s strategies to manage both the top and bottom
lines, the Group is cautiously optimistic of successfully navigating through the current crisis and deliver long term
value to shareholders.
Appreciation
On behalf of the Board of Directors, I wish to express my deepest appreciation to all our customers, shareholders,
suppliers, professional service providers, bankers and all other business associates for their continuous support and
trust. I would also like to thank my fellow Board members for their invaluable guidance and support to the Management.
Last but not least, I also want to acknowledge the hard work, dedication and commitment of employees across the
Group, ranging from stores staff to those working in our office and overseas operations. Their continued contributions
are key to our future success.
The Padini Group looks forward to being able to create more value for all the various stakeholders. May we continue
to work together and forge ahead to achieve sustainable growth and success.
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MANAGEMENT
DISCUSSION & ANALYSIS
The following management discussion and analysis is a review of the business and operation, discussion of the
financial results and condition, performance of operating segments, risk and uncertainties and future outlook of
Padini. This management discussion & analysis should be read in conjunction with the company’s audited financial
statements and the accompanying notes for the financial year ended 30 June 2020.
Padini’s vision is to be the best fashion company ever in Malaysia and the region. Our mission is to exceed customers’
expectation and our brands’ promise. Forward planning, teamwork, resources and infrastructure development and
consistent execution of strategies are required to achieve the aforesaid vision and mission. With the key enablers
progressively put in place, the Group has continued to forge ahead notwithstanding the challenging economic
environment.
Retail has always been and will continue to be ever changing and evolving. Growing new customers is a good way
to grow and getting existing customer to return is the lifeblood of any business. Fashion retailers need to be ever
iridescent in the eyes of consumers, to attract and retain their interest and increase the traffic to our retail stores
and e-Commerce. As always, a good understanding of consumers’ needs and speed of delivery are the utmost
importance. The latest fashion trends need to be made available in store in the shortest time possible, at the right
price, before it loses its appeal. The question lies in who can execute this and execute it well, every time. Padini is
learning every day to improve the lead time in every step by improving the efficiency and processes.
In the aftermath of the pandemic, footfall in the shopping malls is impacted negatively and hence lesser shoppers
in our outlets. While we are confident on the longer term outlook, the immediate focus is on adapting to the change
of shopping behavior and meeting the customers’ needs; prudent cost management at all operational levels and
provide products that are good in value by increasing the efficiency throughout our value and supply chain.
Economies and societies are rapidly evolving. Moving to digital and finding the right online channel or distribution
in the retail industry is a key success factor in digital retailing. The rise in mobile internet usage has spurred in the
cashless revolution and digital retailing. A different shopping experience is evolving in Malaysia which had earlier
started in other countries. Cognisant of these developments, Padini will continue to leverage technology on our
business growth and setting business strategy. However, we believe fashion items appreciate the touch-n-feel and
brick and mortar is an important platform to create wonderful customer experience which cannot happen in the digital
world. We believe in working towards the direction that brick and mortar model and online retail model complement
each other to provide a richer shopping experience for our customers.
We anticipate Padini will be even stronger once the pandemic is controlled, supplemented by increasing contribution
from the e-Commerce channel in the years ahead.
For the financial year under review, considering the challenging business environment which was affected by the
health crisis and slowing down of the global economy, the Group remained profitable, recording consolidated revenue
of RM1.35 billion, representing a decrease of 24% over the previous year’s amount of RM1.78 billion. Gross profit
decreased by 23% in the current year under review. In line with the decline in revenue and gross profit, profit before
tax decreased by approximately RM111.9 million or 51.1% from the previous year’s RM219 million as a result of the
Covid-19 pandemic and the movement control order. Total comprehensive income for the financial year attributable
to the owners of the Company fell approximately 54.1% or RM88 million when compared to the amount of RM162.8
million achieved in the previous financial year.
Gross profit margin for the financial year has been maintained within the acceptable range of the Group. Generally,
margin for our group ranges from 38% to 42%. Margin moves up and down caused by many reasons including sales
mix, type of promotion, type of product offer for sales, varied purchase cost and so on.
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
In addition, with the adoption of MFRS 16 Leases which took effect on 1 July 2019, higher depreciation on right-of-use
assets and recognition of interest expense on lease liabilities had reduced the profit before tax by RM17.0 million.
Interest expense on lease liabilities arising from the adoption of MFRS 16 Leases amounted to RM25.0 million. The
profit before tax would have been RM124.3 million without the adoption of MFRS 16.
The Group’s domestic operations have continued to be the main driver of its revenues and profits, and garments,
shoes and fashion accessories remain the main products of the Group.
In the domestic market, our products are sold through the numerous retail stores, consignment counters and internal
and external online portal.
In the multi-brand Padini Concept Stores and single-brand stores, our products are carried under the following brand
names; Vincci, Vincci Accessories, Vincci Mini, Padini Authentics, PDI, Padini, Seed, Miki, and P&Co, all of which
are owned by the Group. All the aforementioned brands are widely known by Malaysian consumers and are easily
available in the major urban shopping malls in Malaysia. In addition to those, the Group also utilises a number of
house brands to market the value-for-money merchandise that it offers for sale in its Brands Outlet stores.
For the financial year under review, the individual performance of the five (5) trading subsidiaries are indicated in
the table below.
The drop in the performance of the trading subsidiaries are mainly the repercussion of the Covid-19 pandemic.
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The following tables provide a snapshot of the Group’s domestic retail network, broken down according to our brands,
and markets, as at the various dates indicated.
In the domestic sector, the Group had as at 30 June 2020, a total of 141 retail stores divided into 28 single-brand
stores, 48 Padini Concept Stores, 55 Brands Outlet stores and 10 consignment counters. Except for 6 Padini Concept
Stores and 6 Brands Outlet stores which are located in Sabah and Sarawak, the rest of the stores are located
throughout Peninsular Malaysia. There was no new store opening and closure during the financial year. There were
three stores temporarily closed for renovation purpose as at the financial year end.
As at 30 June 2020, the total gross floor area operated by the Group in Malaysia was about 1,477,000 square feet,
of which 762,000 square feet and 662,000 square feet respectively were for the Padini Concept Stores and Brands
Outlet stores, whilst the balance reflected the area covered by our single-brand stores.
For the overseas market, we either managed through licensees or managed by our own management.
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The following are retail stores managed by licensees and dealers, all these stores are selling shoes and fashion
accessories carried under the Vincci (or VNC) label.
UAE 15 16 17
Oman 3 3 3
Qatar 2 2 2
Bahrain 1 1 1
Pakistan – – 6
Dealer Stores Thailand – – 9
Total 33 40 60
The decrease in the number of overseas franchisee stores managed by licensees was mainly due to expiry of contract
and management decided not to renew it. Franchisee in Indonesia and Padini have mutually agreed to terminate
the franchise agreement amicably by end of September 2020 prior to the expiry of the agreement.
Thailand
VNC 7 7 –
Own-managed overseas stores are still at the early stage of business growth and do not have significant financial
impact to the Group in the financial year 2020.
Domestic operations accounted for about 95.6% of the Group’s consolidated revenue in the financial year 2020,
compared to 95.5% in the financial year 2019. Group revenue had decreased by 24% or approximately RM428
million. In absolute value terms, sales generated from overseas markets had decreased by approximately RM20
million from that recorded in the financial year 2019, mainly resulted from the drop in sales of franchisees.
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Digital platform
We embarked on the e-Commerce journey since the end of 2015 and building from zero base with the objective to have
a marketing channel ready to meet our customers’ needs at the appropriate time. The recent catastrophic pandemic
impact brought by the Covid-19 has accelerated and transformed this business platform to a new era. Introducing
the product features via Facebook live cast and Instagram are some of the important channels. Padini Group has
started our own Facebook live to introduce our products and hence selling our products in our own Facebook in May
2020. We have also started selling our products in Lazada platform. We are also exploring to engage more online
portals to sell our products. While the sales contribution is minimal as compared to the Group revenue, this is an
essential progression for regional expansion and bringing Padini into another level.
Café Operation
Arising from the desire to optimise operation costs efficiency and the decision to control the number of visitors to
head quarter office to minimise the impact from Covid-19, the Group had closed café operations located at Glenmarie
office since July 2020.
Non-current assets of the Group increased by RM484.4 million, mainly due to the recognition of right-of-use (“ROU”)
assets as a result of the adoption of MFRS 16 Leases which took effect on 1 July 2019. In view of this, the Group’s
non-current liabilities has also increased by RM431.4 million with the classification of lease liabilities.
Liquidity Indicators
As at 30.6.2020 As at 30.6.2019
Liquidity ratio 4.01 3.92
Acid test ratio 2.58 2.58
Interest bearing borrowings RM2.5 million RM24 million
Shareholders’ funds RM766 million RM740 million
Gearing ratio 0.33% 3.23%
Liquidity ratio attempts to measure Group’s ability to pay off its short-term debt obligations. This is done by comparing
Group’s current assets with its short-term liabilities. For a healthy and financially sound company, its acid test should
exceed 1. It means that the current assets are not highly dependent on inventories and the Group has the ability to
pay their current liabilities as and when needed.
The Group has healthy liquidity indicators for both the financial years under review. Both liquidity ratios and acid
test ratios indicate healthy cash reserve position and have improved over the year. The Group has been keeping
relatively low level of liabilities for both the financial years under review and the gearing ratio has improved from 3%
to 0.3% in the current financial year under review.
Capital Management
There was no change in the share capital of the Company during the financial year. There was no major capital
investment during the financial year, other than as disclosed in Note 5 to the financial statements for the capital
expenditure incurred during the financial year.
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The Group’s business activities, operations, financial results and growth prospects are subject to the risks and
uncertainties in the market place that it operates. There are inherent risks arising from unfavorable changes in general
economic and business condition and rising costs that could result in outcomes differing from the planned result.
The following risks are not exhaustive and there may be other risks which are not known to the Group. The risks and
uncertainties that could potentially have an impact on the information disclosed are difficult to predict.
Economy uncertainty
The outlook for the domestic economy is projected to be challenging in 2020 and 2021. The worldwide economy is
impacted by the outbreak of Covid-19, and it is unpredictable as to when the situation could be stabilised and how
long it needs to rebound to market condition pre outbreak of Covid-19. In addition, the impact on consumer spending
will very much depend on the delicate balancing act of the Government in supporting the people via financial aids,
aside to control the budget deficit versus the aim to put more disposable income into the hands of the rakyat in the
face of global uncertainties. Market confidence and employment are the important elements in spending level and
spending pattern.
Trading condition is expected to remain uncertain and challenging for retailers for the second half of 2020 and 2021.
Downside risks include aftermath of Covid-19, rising trade war tensions, tighter global financial conditions and
uncertainty over the government‘s fiscal situation. There will be lingering concerns over unemployment, recession,
rising cost of living and its impact on consumer sentiment as consumers remain cautious and selective in their spending.
The Group seeks to limit these risks through, among others, prudent management policies, continuous review and
evaluation of the Group’s operation and strategies, close working relationships with the stakeholders, continuous
quality customer services, human resource development and technology upgrades.
The direction of our business will continue to focus on offering more value for money clothing and accessories to all
levels of income group. We believe affordable clothing will continue to be a necessity.
Competition
Other than local economic and social developments, apparel players in Malaysia are also impacted by penetration of
international players, which is the trend of borderless trading that promotes free trade among countries. International
players may have greater resources and business models that provide a better shopping experience. Competition
emerges in many ways; product quality, price comparison, product variety and speed of delivery of trendy apparel
to market and product life cycle and distribution channels. This is the era that consumer has higher expectation on
what a company is able to deliver, quality, value proposition, convenience, newness and innovation.
Fashion industry is also evolving into an important phase of digital adoption by the consumer, the continuous growth
of e-Commerce leading to changes in consumer consumption patterns. Incorporating technology into brand can be
a powerful marketing tool in driving consumer habits. The availability of technology and the myriad of choices and
information at the consumers’ disposal have made it even more challenging for retailers to stay relevant to their
customers. With the ease of reaching out information at consumers’ fingertips, consumers are becoming less brand
loyal. Consumers will switch brands when there are offers with better price and better value.
The country’s competitive retail landscape is also witnessing signs of consolidation while at the same time, addition of
new retail space as well as continuous transformation and modernisation of retail formats happen. Shopping landscape
has changed from heavily on traditional business model, to a complex journey across online and offline touchpoints.
Spending habit and purchase decision of consumer have also been greatly affected by new communication channels,
especially social media, video streaming and peer reviews.
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It is very important to have a robust supply chain for the Group to ensure good number of product varieties, good
quality of products and speedy supply. Poor management in this area is a big risk to the survival of the Group.
Beside keeping good relationship with existing good suppliers, sourcing new suppliers that are capable of meeting
our requirements is also one of the important key performance indicator for our Sourcing department. Basic factors
to consider while sourcing new suppliers include pricing, quality, lead time, quality workmanship, production capacity
and suppliers’ ethical operation. The Group also further evaluate the environment, social and governance footprint
of the supplier, such as ethical labour practices, sustainability of material used and production line.
Poor supply chain performance can lead to many problems that deteriorate profit and detrimental to the reputation
of the Group. This includes insufficiency and discontinuity of best seller products, keeping excessive inventory,
inefficient logistics arrangement and poor sourcing choices. This is a continuous effort and the performance is
reviewed on regular basis.
DIVIDENDS
In respect of the financial year under review, the following dividends were declared and paid:
• a first interim dividend of 2.5 sen per ordinary share (single tier) amounting to RM16,447,737.24 for the financial
year ended 30 June 2020 that was declared on 27 August 2019 and was paid on 30 September 2019.
• a second interim dividend of 2.5 sen per ordinary share (single tier) amounting to RM16,447,737.11 for the
financial year ended 30 June 2020 that was declared on 27 November 2019 and was paid on 31 December
2019.
• a third interim dividend of 2.5 sen per ordinary share (single tier) amounting to RM16,447,737.11 for the financial
year ended 30 June 2020 that was declared on 26 February 2020 and was paid on 30 March 2020.
The Board does not intend to establish a fixed dividend policy at this point of time. The Board strives to provide
consistent dividend streams to shareholders whilst ensuring to retain flexibility of cash flows to meet its business
operation needs as well as its expansion plan.
Due to the difficulties in predicting the financial impacts of the risks and uncertainties on the business, the Group
undertakes no obligation to publicly update any of the forward-looking statements in the event that any unforeseen
circumstances arise which might affect them.
In tandem with the global environment, the year ahead will be an arduous journey riddled with uncertainties in all
aspects, as the direction of global economy is uncertain and unpredictable.
Locally, business in Malaysia is expected to be challenging because of the uncertain economic impact arising
from the Covid-19 pandemic. The Group remains optimistic on the long-term sustainability of the business and are
focusing our effort to further rationalise the retail business by optimising the working capital and measures to control
the operating costs while extending and exploring various sales channels.
For the new financial year, we have not finalised any plan on new store opening or closures in Malaysia, Cambodia
and Thailand. We will actively monitor the market condition and evaluate our business strategy on regular basis to
maximise the returns.
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PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
To maintain, if not be better than we are now, our merchandising, pricing and promotional strategies will continue to
be focused on being relevant to our customers; concentration will still be on design, quality and affordability, where
we strive to bring the best value to our customers in the shortest time-to-market possible. The latest fashion trends
need to be made available in store in the shortest time possible, at the right price, before it loses its appeal.
Whilst we are still very much centered on the brick and mortar business, a lot of effort has been put in to grow our
online business by increasing the awareness of our products in our online channels and improve the infrastructure
for e-Commerce. Developing new online shopping experience and enhance shopping convenience to our consumer
is a continuous effort of the e-Commerce division. We believe digital retailing of the Group will bring positive impact
to the Group both as a complementary business channel and for future growth.
While we are not expecting major contribution from the stores in Cambodia and Thailand in the financial year 2021,
we envisage the Group will grow stronger and bigger along with the expansion in ASEAN region together with the
online business in the long term.
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A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Directors (“the Board”) of Padini Holdings Berhad has always been committed to ensure the fulfillment
of the highest standards of Corporate Governance as set out in the Malaysian Code on Corporate Governance (“the
Code/MCCG”), and is proactive to ensure Principles and Recommendations are practiced throughout the Group. The
Board believes that strong corporate governance is essential in safeguarding and enhancing shareholders’ value
and for long-term sustainability and growth.
The Board is pleased to present the Corporate Governance Overview Statement (“this Statement”) which seeks to
provide shareholders and investors vital insights into the corporate governance (“CG”) practices of the Group to the
investors for the financial year of 2020.
This statement describes the approaches that the Group has taken with respect to the Principles of the MCCG and
the extent of compliance with the Recommendations of the MCCG, the Main Market Listing Requirements (“Listing
Requirements”) of Bursa Malaysia Securities Berhad (“Bursa Securities”) and Corporate Governance Guide (“CG
Guide”) issued by Bursa Securities during the financial year under review.
The detailed application for each practice as set out in the MCCG is disclosed in the CG report which is available in
the Group’s website, at http://corporate.padini.com.
1. BOARD OF DIRECTORS
The Board has established a Board Charter which clearly sets out the principal roles of the Board, and
responsibilities of the Board, Board Chairman, Managing Director and Board Committees.
The Board Charter is periodically reviewed by the Board and updated taking into consideration the needs of
the Group as well as any development in relevant rules, regulations and laws that may have an impact on the
discharge of the Board’s duties and responsibilities.
The Board is also committed to conducting business in accordance with the highest standards of business
ethics and complying with applicable laws, rules and regulations. The Code of Conduct and Ethics reinforces
the Group’s core value on integrity by providing guidance on moral and ethical behaviour that is expected from
all employees.
The Board Charter and Code of Conduct of the Board are made available for reference in the Group website
at http://corporate.padini.com.
The Board is accountable and responsible for the overall performance and affairs of the Group by overseeing
and appraising the Group’s strategies and policies in achieving the objectives and long term goals of the Group.
In line with the practice of good corporate governance, the Board has established and implemented various
processes to assist members of the Board in the discharge of their roles and responsibilities. The Board’s
roles and responsibilities include the following:-
1. Establishing and reviewing the Group’s long-term direction through formulation of business objectives
and strategies.
2. Approving the Group’s annual business plans, annual budget and carries out periodic review of the
achievements by the various operating divisions against their respective business target.
3. Promoting a sound corporate governance culture which reinforces ethical, business integrity, commitment
to values, delivering sustainable values and managing shareholders’ and stakeholders’ expectation.
4. Ensuring the Group has appropriate business risk management process.
5. Ensuring that there is in place an appropriate succession plan for members of the Board and senior
management.
6. To be accountable to its shareholders and stakeholders whom may be affected by the Group’s decision.
21
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
There are currently altogether nine members in the Board, comprising six Executive Directors and three
Independent Non-Executive Directors. The current Board composition complies with the Listing Requirements
but departed from MCCG in which the Board comprises a majority independent directors. A brief profile of each
Board member is as set out in the Annual Report 2020 “Profile of Directors”.
There is a clear division of responsibility between the Chairman and the Managing Director to ensure that there
is a balance of power and authority, such that no one individual has unfettered powers of decision-making. The
position of Chairman is held by Chia Swee Yuen, an Independent Non-Executive Director, while the position
of Managing Director is held by Yong Pang Chaun. The Chairman is responsible in leading the Board in its
collective oversight of Management whilst the Managing Director is responsible to implement the policies and
strategies approved by the Board for the purposes of running the business and the day-to-day management
of the Group.
In promoting diversity, gender and opportunities, the Board, on the recommendation of the Nominating and
Remuneration Committee (“NRC”), has adopted a Diversity Policy on the Board and workforce of the Group.
The Board, via the NRC conducts regular reviews of its composition with the aim to ensure it achieves a diverse
Board which is able to unearth a breadth of perspectives. The Group takes into account the benefits of having
different facets of diversity including gender, professional background, skills and experience in sourcing for
suitable candidates for its Board. In appointing an appropriate individual to the Board, the NRC considers
and recommends to the Board the suitable candidate after evaluating the candidate’s skills, knowledge,
competencies, expertise and experience, time commitment, professionalism, integrity and diversity.
In line with the Government’s aspiration to have at least 30% women representation in decision-making positions
of Malaysian public companies, the Company currently has 3 female members on the Board, representing
33% of the total Board Members. The Group also ensures diversity in its management level by having strong
female representation at the management level which could potentially be a pipeline for future candidates to
be appointed as Directors or Senior Management.
The Board has upon their assessment on the contributions of Foo Kee Fatt, who has served as an Independent
Director of the Group for more than nine years, concluded that the length of service does not in any way interfere
with the exercise of independent judgement and recommending him to carry out his professional duties as an
Independent Director in the best interest of the Group and shareholders.
The Board is further supported by two (2) qualified and competent Group Secretaries. The Group Secretaries
manage the logistics of all Board, Board Committees and the group subsidiaries meetings and ensures accurate
and proper records of the proceedings and resolutions passed, are maintained in the statutory records at
the registered office of the Group. The Group Secretaries regularly update and appraise the Board on new
regulations issued by the regulatory authorities.
To ensure the effectiveness in discharging its duties and responsibilities, the Board has delegated its power
to the relevant Board Committees such as the Audit Committee (“AC”) and the Nominating and Remuneration
Committee (“NRC”). Each committee operates its functions within their approved terms of reference by the
Board which are reviewed by the Board as and when necessary.
22
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
During the financial year, the Nominating and Remuneration Committee, carried out the following reviews and
discussions in discharging their functions and duties:-
(1) Trainings attended by Directors to-date and assessed their further training needs and requirements;
(2) Number of Independent Directors in the light of MCCG’s requirement for a majority of Independent
Directors on the Board and the timeline to fulfil this requirement;
(3) Key Performance Indicators (“KPI”) for the financial year ended 30 June 2020 and the Proposed KPI for
the financial year 2020/2021;
(4) Performance of the individual Directors and the Board, Audit Committee and its members including the
Assessment of Independent Directors and the Board Skills Matrix;
(5) Proposed re-election of Directors retiring at the forthcoming Annual General Meeting in accordance with
Clause 103(1) of the Company’s Constitution;
(6) Directors’ fee for the financial year ended 30 June 2019;
(7) Considered retention of the Independent Director;
(8) Directors’ Benefits payable; and
(9) Extension of the period of service of an Executive Director.
All the above matters were subsequently brought to the attention of the Board of Directors for discussion and
approval where necessary.
The Board meets regularly, at least once in every quarter, to review the Group’s operations and to approve
the quarterly reports and annual financial statements. Additional meeting would be convened when urgent
and important decision needs the Board’s review and consideration between scheduled meetings. During
the financial year under review, 5 meetings of the Board were held and all Directors have complied with the
requirement in respect of Board Meeting attendance as provided in the Listing Requirements.
23
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The Directors attended courses, seminars, conferences and talks to enhance their skill sets and knowledge
to enable them to carry out their duties and discharge their responsibilities as Directors of the Company.
Additionally, the Directors kept themselves updated with the changes in the business and regulations through
sharing and discussion in official Board meetings and unofficially through small group discussions among the
Directors.
The Board had undertaken an assessment of the trainings attended by the Directors and the training needs
and requirements. The Board will continue to identify training topics that can further enhance its knowledge in
the latest development relevant to the Group.
Andrew Benjamin
Chia Yong Chong Foo Lee Chew Sung
TRAINING/ Yong Yong
NO. Swee Pang Chin Kee Peng Voon Fong
COURSES Tze Tze
Yuen Chaun Lin Fatt Khoon Chyn Fui
How Jet
1 PWC: Transfer
Pricing: Next Phase ü
in Malaysia
2 Bursa: Demystifying
The Diversity
Conundrum: The ü
Road to Business
Excellence
3 Securities
Commission: Audit
Oversight Board - ü ü
Conversation with
Audit Committees
4 IIM/Bursa - An
Executive Talk
on Integrity and
Governance ü
Organised by The
Malaysian Institute
of Integrity
5 Bursa/CIMB - The
Cooler Earth
ü
Sustainability
Summit
6 Bursa/Securities
Commission
- Session on
ü
Corporate
Governance and
Anti-Corruption
7 In House
Programme: Retail
Analytics & Artificial ü ü ü ü ü ü ü ü ü
Intelligence (An
Overview)
24
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Andrew Benjamin
Chia Yong Chong Foo Lee Chew Sung
TRAINING/ Yong Yong
NO. Swee Pang Chin Kee Peng Voon Fong
COURSES Tze Tze
Yuen Chaun Lin Fatt Khoon Chyn Fui
How Jet
8 CTIM: The Effects
of Digital Tax in ü
Malaysia
9 LHDNM: Seminar
Percukaian ü
Kebangsaan 2019
10 SUKEGO -
Handling Media
Interviews, Tricky ü
Media Questions &
Crisis Situations
11 BDO - IFRS
ü
Masterclass 2019
12 INVESON - Quick
Powerful Graphics
with Power View,
ü
PowerPivot, Power
Query, Power Map
and Power BI
13 MIA - MIA
International
ü
Accountants
Conference 2019
14 GRANT
THORNTON -
Highlights on
the Practical
Application Issues
ü
of MFRS 15
Revenue from
Contracts with
Customers and
MFRS 16 Leases
15 ACCA - MICG
Ethics, Governance
and Transparency
ü
in Corporate
Reposting Forum
2020
25
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The Group has in place a remuneration framework and procedures to determine the remuneration of the
Directors which is clear and transparent, designed to attract and retain the right talent in the Board taking
into consideration factors such as their fiduciary obligations and responsibilities, time commitment, and the
Group’s performance and market conditions. Each individual Director abstained from discussion on their own
remuneration/fees.
The objective of the Group’s remuneration policies is to provide fair and competitive remuneration to its Board
and senior management personnel in order for the Group to benefit by attracting and retaining a high quality
team.
A summary remuneration of the Directors for the financial year ended 2020 distinguishing between Executive
and Non-Executive Directors in aggregate, with categorisation into appropriate components are set out below
in Ringgit Malaysia (RM):
Group
Company
26
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
1. AUDIT COMMITTEE
The Audit Committee was established by the Board to provide assistance to the Board of Directors in overseeing
the financial reporting process, monitoring the accuracy and integrity of the Group’s annual and quarterly
financial statements. The Audit Committee also reviews and evaluates the performance of external audit and
internal audit in ensuring efficiency and effectiveness of the Group’s operation, adequacy of internal control
system, compliance with established policies and procedures, transparency in decision-making process and
accountability of financial and management information.
The Group’s current Audit Committee is made up of three independent Non-Executive Directors. The Chairman
of the Audit Committee is Foo Kee Fatt, an Independent Non-Executive Director, and is not the Chairman
of the Board so as not to impair the objectivity of the Board’s view of the Audit Committee’s findings and
recommendations.
The Board acknowledges that risk management is an integral part of good management practices. The Board
has in place risk management and internal control systems which enables Management to identify, assess,
prioritise and manage risks on a continuous and systematic basis.
The Group’s risk management and internal control systems are designed to meet the Group’s particular
needs, to efficiently and effectively manage risks that may impede the achievement of the Group’s business
objectives, and to provide information for accurate reporting and ensure compliances with regulatory and
statutory requirements. This system, by its nature, can only provide reasonable but not absolute assurance
against material misstatement, fraud or loss. Any major changes to risks or emerging significant risk of the
business units in the Group together with the appropriate actions and/or strategies to be taken, will be brought
to the attention of the Board by the Management.
In financial year 2018, the Group carried out a major review of the risk management process and introduced
a new Enterprise Risk Management (“ERM”) framework for the Group. This is an ongoing process and the
Audit Committee has reviewed the updated risk management policy and guidelines, and the risk appetite of
the Group.
For detailed information, please refer to the Statement on Risk Management and Internal Control in the Annual
Report of the Group.
27
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The Board strives to maintain an open and transparent channel of communication with its shareholders,
institutional investors and the investing public at large with the objective of providing as clear and complete
picture of the Group’s performance and position as possible. Such information is communicated on a timely
basis through the following channels:
• The various private and group meetings with financial analysts, fund managers, private and institutional
inventors;
• The various disclosures and announcements on Bursa Securities’ website including quarterly and annual
results;
• The annual report;
• The AGM; and
• The Group’s website, http://corporate.padini.com
The Group’s General Meetings remain the main channel of communication with the Group’s shareholders, in
particular private investors. The Board will ensure suitability of venue and timing of meeting and undertake other
measures to encourage shareholder’s participation in the meetings. At each General Meeting, shareholders
are given the opportunity to seek clarification on any matter pertaining to the business activities and financial
performance of the Group.
Shareholders are entitled to appoint proxy/proxies to vote on their behalf in their absence. This is in line with
the amendments of the Listing Requirements in mandating poll voting for all resolutions set out in the notice
of general meetings. The Group shall ensure, through its Polling Agent, that all valid proxy or corporate
representatives or attorney appointments are properly received and recorded.
The Directors are required by the Companies Act 2016 to prepare the financial statements for each financial
year which give a true and fair view of the state of affairs of the Group and of the Company at the end of the
financial year. In preparing the financial statements, the Directors have ensured that the applicable approved
accounting standards in Malaysia, the provisions of the Companies Act 2016 and the Listing Requirements
of Bursa Securities have been applied. The Directors are responsible for taking such steps to safeguard the
assets of the Group and to prevent and detect fraud and other irregularities.
3. SENIOR MANAGEMENT
The Group has disclosed the information of the top senior management’s remuneration from an alternate
perspective which is intended to achieve a similar outcome.
The remuneration package of senior management is established to ensure a good balance between attracting,
retaining and motivating staff. The total remuneration package of the top 20 senior management has been
disclosed in practice 7.2 of the Corporate Governance Report. Corporate Governance Report is available
via an announcement on the website of Bursa Securities. This has excluded the remuneration of Executive
Directors which has been declared under the Directors’ Remuneration.
Fixed remuneration refers to basic salary and other fixed income which commensurate with the role, position,
experience, qualifications and responsibility of an individual. Variable remuneration refers to discretionary bonus
which is cash based and does not consist of non-cash instruments. The pool of the variable remuneration
is determined by the Group’s financial performance, achievement of key performance indicators and overall
economic outlook.
28
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
REPORT OF THE
AUDIT COMMITTEE
The Board of Directors of Padini Holdings Berhad is pleased to present the Audit Committee Report of the Board
for the financial year ended 30 June 2020.
Terms of Reference
The details of the terms of reference of the Audit Committee are available for reference at http://corporate.padini.com.
The details of attendance of each Audit Committee member in the Audit Committee meetings held during the financial
year ended 30 June 2020 are as follows:-
The Group’s Consolidated Financial Statements are prepared by finance personnel with the appropriate level of
qualifications and expertise. The Committee reviews any published financial information including the Annual Report
and quarterly financial reports. The Committee reports its views to the Board to assist in its approval of the results
announcements and the Annual Report.
The Committee also reviews reports by the Statutory Auditors on year-end audit procedures which highlight any issues
identified from the work undertaken on the audit. The significant issues that the Committee considered in relation to the
significant financial issue impacting Financial Statements 2020 are discussed by the Committee during the meeting.
During the financial year, the Audit Committee carried out the following in discharging their function and duties:
1. Financial Reporting
• Reviewed the quarterly results and annual audited financial statements of the Group and of the Company
before recommending to the Board for release to Bursa Securities. The review focused primarily on:
i. changes in or implementation of major accounting policy changes;
ii. significant matters highlighted including financial reporting issues, significant judgments made by
management, significant and unusual events or transactions, and how these matters are addressed;
and
iii. compliance with accounting standards and other legal requirements.
• Discussed with Management and the statutory auditors, amongst others, on the quarterly financial results
and annual audited financial statements regarding the accounting principles and standards that were
applied and their judgement exercised on the items that may affect the financial results and statements;
and
• Review for any related party transactions.
29
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
2. External Audit
• Reviewed with the statutory auditors, their audit plan for the financial year ended 30 June 2020 to ensure
that their scope of work adequately covers the activities of the Group.
• Reviewed the results and issues arising from their audit of the annual financial statements and their
resolution of such issues as highlighted in their presentation to the Committee.
• Reviewed the statutory auditor’s report.
• The Audit Committee met with the statutory auditors twice during the year, without the presence of
management, to review key issues within their sphere of interest and responsibility. During the private
session with the statutory auditors, it was noted that there were no major concerns from the statutory
auditors.
• Reviewed audit and non-audit fees for services awarded to the statutory auditors. Generally, the
Group’s statutory auditor is prohibited from providing any services that would conflict with their statutory
responsibilities or which would otherwise compromise their objectivity or independence. During the
financial year, BDO PLT’s audit fee amounted to RM213,600 and BDO PLT’s non-audit fees was
RM21,050; and
• Reviewed and assessed the performance, suitability and independence of the statutory auditors based
on, amongst others, the quality of service, sufficiency of resources, communication and interaction, as
well as independence, objectivity and professional skepticism. The statutory auditors provide an annual
confirmation of their independence in accordance with the terms of all professional and regulatory
requirements. The Audit Committee was satisfied with the performance and the audit independence of
the statutory auditors. Accordingly, it was recommended to the Board to re-appoint BDO PLT as auditors
of the Company. A resolution for their re-appointment will be tabled for approval at the forthcoming Annual
General Meeting.
3. Internal Audit
• Reviewed the reports by internal auditors, representations made and corrective actions taken by the
management in addressing and resolving issues as well as ensuring that all issues were adequately
addressed on a timely basis. During the financial year, 3 new reports and 3 follow-up reports were
presented to the Audit Committee focusing on the following matters:
IT Application Controls
Group Human Capital Management
Merchandising Function and Sales Operation for Brands Outlet
Merchandising Function for all brands except Vincci and Brands Outlet
Sourcing Management and Quality Control Function
• Reviewed the follow-up reports from the internal audit and to ensure the issues were appropriately
addressed on a timely basis.
• The Audit Committee met with the internal auditors once during the year, without the presence of
management, to review key issues within their sphere of interest and responsibility. During the private
session with the internal auditors, it was noted that there were no major concerns from the internal
auditors.
• Reviewed the effectiveness of the audit process and assessed the performance of the overall Internal
Audit function.
• Reviewed the internal audit plan status for the financial year ended 30 June 2020.
• Reviewed the Internal Audit Charter.
4. Risk Assessment
In financial year 2018, the Group carried out a major review of the risk management process and adopted a
new Enterprise Risk Management (“ERM”) framework for the Group. During this financial year, the Committee
continues to review the risk management policy and guidelines, and the risk appetite of the Group. For detailed
information, please refer to the Statement on Risk Management and Internal Control in the Annual Report of
the Group.
30
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
The Group has outsourced its internal audit function to an independent external party, Baker Tilly Monteiro Heng
Governance Sdn. Bhd. which reports directly to the Committee. The Committee reviews internal audit and monitors
its relationship with the Statutory Auditor, including plans and performance. It reviews and assesses the quarterly
Internal Audit reports together with management’s actions on findings to gain assurance as to the effectiveness of
the internal control framework throughout the Group.
The Group’s annual professional fee for internal audit services charged by the outsourced internal auditor is RM62,000.
Statutory Auditor
The Committee is responsible to the Board for recommendations on the appointment, re-appointment and removal
of the Statutory Auditor. As part of this process the Committee assesses annually the independence and objectivity
of the Statutory Auditor taking into account relevant professional and regulatory requirements and the relationship
with the Statutory Auditor as a whole, including the provision of any non-audit services. The Committee also assesses
the Statutory Auditor’s performance and effectiveness during the exercise of their duties.
The Statutory Auditor attended three (3) meetings of the Committee of which the activities are as disclosed under
‘Summary of the Work of the Audit Committee’.
31
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The main features and the adequacy of Padini Group’s risk management and internal control system, hereinafter
referred to as “the System”, are primarily guided by the objective that the System is meant to accomplish, and that is
to assure that the achievement of the Group’s strategic and operational goals is done within an environment where
losses and liabilities arising from risks, uncertainty and random events can be minimised, protected against and
even avoided altogether.
The Group carried out a major review of the risk management process and implemented the new ERM framework
in the financial year 2018. To operationalise the new ERM system, a week-long risk management programme was
held. This included whole day training for directors and workshop for all the managers from different functions and
divisions. The ERM framework that the Group adopts consists of six (6) elements, which is in line with globally accepted
risk management standards. (i.e.ISO31000:2018). Periodic discussions are held internally with each division and
the consolidated risk register and action plans are updated accordingly. The updated consolidated risk register and
major matters are then discussed at the Board meetings.
Evaluation: The Group shall periodically measure risk management framework performance against its purpose,
implementation plans, indicators and expected behaviour, and determine whether it remains suitable to support
achieving the objectives of the Group.
Improvement: The Group shall continually monitor and adapt the risk management framework to address external
and internal changes. As relevant gaps or improvement opportunities are identified, the Group shall develop plans
and tasks and assign them to those accountable for implementation.
32
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
A Risk Appetite Statement that articulates the levels and types of risk the Group is willing to accept in the pursuit of
its value or meet its strategic objectives is then developed and adopted.
The internal audit form an integral part of the risk management process and assists the Board to assess that the
system of internal controls is in place and relevant for the Group’s business. As such, the internal audit function is
involved in reviewing the adequacy and operating effectiveness of the internal control processes and risk practices,
and validating the results of these processes/practices.
The last internal audit plan covering the period from 2018 to 2020 and involving 8 auditable areas whose risk impact
have been assessed as between medium to high, was proposed to the Audit Committee by the internal auditors
in August 2018. The internal audit plan was subsequently tabled and adopted by the Audit Committee. The Audit
Committee has subsequently reviewed the audit plan on an annual basis, with changes made where required in line
with the current developments. The internal audit has proposed a new audit plan covering the period from 2020 to
2022 in August 2020.
As a matter of practice, the internal auditor engages with our managers and executives to find out about the policies
and practices already in place for a selected process, performs tests, determines the adequacy and effectiveness
of existing controls, and then presents a summary of observations requiring remedial measures together with
recommendations for improvement to management for their response. Subsequent to management’s response, an
audit report is prepared and forwarded to the Audit Committee for consideration and deliberation with the internal
auditors in attendance.
Acting on the audit report and the responses and opinions given by the internal auditor and management, the Audit
Committee is then ready to bring the pertinent risk management or internal control issues to the Board for further
consideration. Where the internal auditor’s recommendations have not been adopted, the Board then seeks to satisfy
itself that the alternative policies or processes adopted are appropriate for strategic or practical reasons specific to
the business activity in question, and that there is sufficient oversight over the alternatives used so that risks can be
minimised. Where management agrees to implement the internal auditor’s recommendations, the Audit Committee
and the Board then seeks a time-line for adoption and keeps themselves apprised of the progress of the process
of adoption.
On the matter of internal control, especially in relation to risks of financial loss arising from fraud, collusion and/or
negligence, currently the activities of the Group, except for the payroll function, are controlled and monitored via an
enterprise resource planning (“ERP”) solution provided by SAP. All activities involving the procurement of assets
(whether for trade or otherwise), and contracting for services, are all documented and recorded according to the
protocols of the said ERP, which in most cases involve various duties performed separately and in rigid sequence
by several persons attached to various departments. The underlying principle at work here is that the party that
initiates an order for procurement must not be the one who will receive the items later on directly from the suppliers.
A disinterested third party is tasked to receive such items, acknowledge the receipt and proceed to record the
transaction into the system. In addition to that, where practicable, at least one more other party would be inserted
between the one who initiated a procurement and the one who would receive the items procured.
Overall, a review of the system of risk management and internal control already in place showed that it is both
adequate and effective in managing the business risks faced as well as the risk of fraudulent behaviours. The internal
audit function has always been properly instituted and is progressive in keeping with the developments and changing
needs of the Group’s business as it grows. The employees, including management, of the Group are subject to the
activities of the internal audit function and are aware of the objectives of risk management and the need for the various
checks and balances put in place to achieve effective internal control. The Group also has in place a formal code of
conduct and whistle-blowing policy, both of which has been widely disseminated to the employees. A summary of
the code of conduct and the whistle-blowing policy are posted on Padini’s corporate website.
33
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Our internal auditors, Baker Tilly Monterio Heng Governance Sdn Bhd, have carried out and completed the internal
audit review based on the Internal Audit Plan approved by the Audit Committee. The results of the internal audit
review were satisfactory, having found no major control weaknesses which may pose significant risk exposures to
the Group’s operations during the financial year under review. The internal auditors have also carried out subsequent
follow up review on the agreed action plans, which has been commented and agreed by the management to address
the relevant findings highlighted in the internal audit reports, and noted that most of the agreed action plans have
been/are being implemented.
As required by paragraph 15.23 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the
Statutory Auditors have reviewed the Statement on Risk Management and Internal Control. The limited assurance
review was performed in accordance with Malaysia Approved Standard on Assurance Engagements, ISAE 3000
(Revised) Assurance Engagements Other than Audits or Reviews of Historical Financial Information and Audit and
Assurance Practice Guide 3 (“AAPG3”) Guidance for Auditors on Engagements to Report on the Statement on Risk
Management and Internal Control included in the Annual Report issued by the Malaysian Institute of Accountants
(“MIA”) and procedures have been performed to assess whether the Statement on Risk Management and Internal
Control is both supported by the documentation prepared by or for the Directors and appropriately reflects the
processes the Directors have adopted.
AAPG 3 does not require the Statutory Auditors to consider whether this Statement on Risk Management and
Internal Control covers all risk and controls, or to form an opinion on the adequacy and effectiveness of the risk
management and internal control system of the Group including the assessment and opinion by the Board of
Directors and management thereon. Based on their procedures performed, the Statutory Auditors have reported to
the Board of Directors that nothing has come to their attention which causes them to believe that this Statement on
Risk Management and Internal Control is not prepared, in all material respects, in accordance with the disclosures
required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control: Guidelines for Directors
of Listed Issuers to be set out, nor is factually inaccurate.
Conclusion
In the Board of Directors’ meeting held on 24 September 2020, the Managing Director and Chief Financial Officer
have given the assurance to the Board that the risk management and internal control system currently in place is
adequate and effective for the Group.
34
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
PROFILE OF
DIRECTORS
Since 1988 up to his retirement in the financial year 2015, he has been with
the banking sector, heading varied areas of marketing, branch management,
credit evaluation, credit operations and risk management with Overseas
Union Bank (M) Bhd and Ambank (M) Bhd. Customer segment handled is
mainly in business banking.
For the financial year under review, he has attended all 5 meetings of the
Board of Directors.
Other than his directorship with Padini Holdings Berhad, he is not serving as
a director in any other public companies.
For the financial year under review, he has attended all 5 meetings of the
Board of Directors.
35
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Profile of Directors
(Cont’d)
When she was merchandiser for ladies fashion, she got involved in garment
manufacturing operations and was able to later use this experience to oversee
the Group’s garment manufacturing operations.
Other than her directorship with Padini Holdings Berhad, she is not serving
as a director in any other public companies.
For the financial year under review, she has attended all 5 meetings of the
Board of Directors.
For the financial year under review, he has attended all 5 meetings of the
Board of Directors.
36
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Profile of Directors
(Cont’d)
Other than his directorship with Padini Holdings Berhad, he is not serving as
a director in any other public companies.
For the financial year under review, he has attended all 5 meetings of the
Board of Directors.
Other than his directorship with Padini Holdings Berhad, he is not serving as
a director in any other public companies.
For the financial year under review, he has attended 4 out of 5 meetings of
the Board of Directors.
37
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Profile of Directors
(Cont’d)
Other than his directorship with Padini Holdings Berhad, he is not serving as
a director in any other public companies.
For the financial year under review, he has attended all 5 meetings of the
Board of Directors.
Other than her directorship with Padini Holdings Berhad, she is not serving
as a director in any public companies.
For the financial year under review, she has attended all 5 meetings of the
Board of Directors.
38
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Profile of Directors
(Cont’d)
Other than her directorship with Padini Holdings Berhad, she is not serving
as a director in any public companies.
For the financial year under review, she has attended all 5 meetings of the
Board of Directors.
Other Information
i. Family Relationship
Yong Pang Chaun is the spouse of Chong Chin Lin. Andrew Yong Tze How and Benjamin Yong Tze Jet are
both sons of Yong Pang Chaun and Chong Chin Lin. Chew Voon Chyn is the niece of Yong Pang Chaun as
well as cousin to Andrew Yong Tze How and Benjamin Yong Tze Jet. None of the other Directors above have
any family relationship with one another. Yong Pang Chaun and Chong Chin Lin are the major shareholders in
the company by virtue of their interest in Yong Pang Chaun Holdings Sdn Bhd which owns a 43.74% interest
in the shares in the Company as at 30 June 2020.
39
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Directors’
Responsibility Statement
in Respect of the Annual Audited Financial Statements
Pursuant to paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
and as required by Companies Act 2016 in Malaysia, the Directors are responsible for the preparation of financial
statements which give a true and fair view of the financial position of the Company and its subsidiaries as at the end
of the financial year, and of the financial performance and cash flows for the financial year ended.
In ensuring the preparation of these financial statements of Padini Holdings Berhad, the Directors have ensured
the following:-
The Directors are responsible for ensuring that proper accounting and other records are kept which disclose with
reasonable accuracy the financial position of the Company and ensuring that the financial statements comply with
the provisions of the Companies Act 2016.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group, and to prevent
and detect fraud and other such irregularities.
40
Financial
Statements
42 – 46 Directors’ Report
47 STATEMENT BY DIRECTORS
47 Statutory Declaration
48 – 51 IndependentAuditors’ Report
52 – 53 Statements of
Financial Position
54 Statements of Profit
or Loss and Other
Comprehensive Income
55 Consolidated Statement of
Changes in Equity
56 Statement of
Changes In Equity
57 – 60 Statements of Cash Flows
61 – 115 Notes to
the Financial Statements
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
DIRECTORS’
REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2020.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities and the details of the subsidiaries
are disclosed in Note 9 to the financial statements. There have been no significant changes in the nature of these
activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
DIVIDENDS
Dividends proposed, declared or paid since the end of the previous financial year were as follows:
Company
RM’000
49,343
The Directors do not recommend the payment of final dividend in respect of the current financial year.
There were no material transfers to or from reserves or provisions during the financial year.
42
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Directors’ Report
(Cont’d)
The Company did not issue any new shares or debentures during the financial year.
No options were granted to any person to take up unissued ordinary shares of the Company during the financial year.
DIRECTORS
The Directors who have held office during the financial year and up to the date of this report are as follows:
Pursuant to Section 253 of the Companies Act 2016 in Malaysia, the list of Directors of the subsidiaries during the
financial year and up to the date of this report is as follows:
In accordance with Article 103(1) of the Company’s Constitution, Yong Pang Chaun, Foo Kee Fatt and Chew Voon
Chyn retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
43
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Directors’ Report
(Cont’d)
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the
Company and of its related corporations during the financial year ended 30 June 2020 as recorded in the Register
of Directors’ Shareholdings kept by the Company under Section 59 of the Companies Act 2016 in Malaysia were
as follows:
Direct interests
Indirect interests
By virtue of Section 8(4) of the Companies Act 2016 in Malaysia, Yong Pang Chaun and Chong Chin Lin are also
deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the Company has an interest.
None of the other Directors holding office at the end of the financial year held any interest in the ordinary shares of
the Company and of its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any
benefit (other than those benefits included in the aggregate amount of remuneration received or due and receivable
by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related
corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director
has a substantial financial interest other than the remuneration received by certain Directors as Directors of the
subsidiaries.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which
had the object of enabling the Directors to acquire benefits by means of the acquisition of shares in or debentures
of the Company or any other body corporate.
DIRECTORS’ REMUNERATION
The details of Directors’ remuneration are disclosed in Note 35 to the financial statements.
44
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Directors’ Report
(Cont’d)
The Group and the Company effected Directors’ liability insurance during the financial year to protect the Directors of
the Group and of the Company against potential costs and liabilities arising from claims brought against the Directors.
During the financial year, the total amount of insurance premium paid for the Directors and the officers of the Group
and of the Company are RM15,000.
There were no indemnity given to or insurance effected for the auditors of the Group and of the Company during
the financial year.
(a) Before the financial statements of the Group and of the Company were prepared, the Directors took
reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the
making of provision for doubtful debts and had satisfied themselves that all known bad debts had
been written off and that provision need not be made for doubtful debts; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values
in the ordinary course of business had been written down to their estimated realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the
financial year have not been substantially affected by any item, transaction or event of a material and
unusual nature, except for the impact arising from the COVID-19 pandemic as disclosed in Note 39 to
the financial statements.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(i) which would render the amount written off for bad debts inadequate to any material extent or
necessitate the making of provision for doubtful debts in the financial statements of the Group
and of the Company;
(ii) which would render the values attributed to current assets in the financial statements of the Group
and of the Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or
liabilities of the Group and of the Company misleading or inappropriate.
(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect
substantially the results of the operations of the Group and of the Company for the financial year
in which this report is made; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within
the period of twelve (12) months after the end of the financial year which would or may affect the
ability of the Group and of the Company to meet their obligations as and when they fall due.
45
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Directors’ Report
(Cont’d)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end
of the financial year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of
the financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial
statements which would render any amount stated in the financial statements of the Group and of the
Company misleading.
Significant event during the financial year is disclosed in Note 39 to the financial statements.
AUDITORS
The auditors, BDO PLT (LLP0018825-LCA & AF 0206), have expressed their willingness to continue in office.
The details of auditors’ remuneration of the Company and its subsidiaries for the financial year ended 30 June 2020
are disclosed in Note 30 to the financial statements.
Kuala Lumpur
24 September 2020
46
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
STATEMENT BY
DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 52 to 115 have been drawn up in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the provisions of the
Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as at 30 June 2020 and of the financial performance and cash flows of the Group and of the Company
for the financial year then ended.
Kuala Lumpur
24 September 2020
STATUTORY
DECLARATION
I, Sung Fong Fui (CA 22177), being the Director primarily responsible for the financial management of Padini Holdings
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 52 to 115 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
47
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
INDEPENDENT
AUDITORS’ REPORT
To the members of Padini Holdings Berhad
(Incorporated in Malaysia)
Opinion
We have audited the financial statements of Padini Holdings Berhad, which comprise the statements of financial
position as at 30 June 2020 of the Group and of the Company, and the statements of profit or loss and other
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the
Company for the financial year then ended, and notes to the financial statements, including a summary of significant
accounting policies, as set out on pages 52 to 115.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 30 June 2020, and of their financial performance and their cash flows for the financial
year then ended in accordance with Malaysian Financial Reporting Standards (“MFRSs”), International Financial
Reporting Standards (“IFRSs”) and the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing (“ISAs”). Our responsibilities under those standards are further described in the Auditors’ Responsibilities
for the Audit of the Financial Statements section of our report. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics,
Conduct and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards
Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws
and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial year. These matters were addressed
in the context of our audit of the financial statements of the Group and of the Company as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
As at 30 June 2020, inventories of the Group were RM273,870,000. The details of the inventories have been
disclosed in Note 13 to the financial statements. During the financial year, there were inventories written down
and inventories written off recognised as cost of sales of RM7,859,000 and RM1,963,000 respectively.
Writing down and writing off of slow moving and obsolete inventories to their net realisable values are mainly
based on management estimates, which have been derived from expectations on current market prices and
future demand of which different expectations would impact the carrying amounts of the inventories and if not
accounted for properly, may lead to the valuation of inventories being misstated. We have focused on this
area as a key audit matter as this involves significant judgments and high degree of estimation uncertainty.
48
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Audit response
Our audit procedures, with the involvement of component auditors, included the following:
a. obtained an understanding of the process implemented by management over the determination of lower
of cost and net realisable value used in the write down of slow moving inventories;
c. analysed and assessed the inventories ageing by brands, seasons or periods prepared by management
in determining slow moving and obsolete inventories, which have been derived from expectations of
current market prices and future demand, including the impact arising from the COVID-19 pandemic;
and
d. ascertained inventories were stated at the lower of cost and net realisable value by verifying actual
margins and testing the selling prices of inventories sold from sales invoices subsequent to the end of
the reporting period.
The Group adopted MFRS 16 for the first-time during the financial year ended 30 June 2020 as disclosed in
Note 37.1 to the financial statements.
We determined this to be a key audit matter because it requires management to exercise significant judgements
to specific assumptions applied in determining right-of-use assets and lease liabilities. The specific assumptions
include the determination of appropriate discount rates and assessment of lease terms, including renewal and
termination options of the leases.
Audit response
Our audit procedures, with the involvement of component auditors, included the following:
a. obtained an understanding of the procedures and processes in relation to the assessment by the
management on the MFRS 16 transition impact;
b. assessed the appropriateness of the discount rates applied in determining lease liabilities based on the
lease contracts and relevant inputs;
c. assessed the appropriateness of the assumptions applied in determining the lease terms of the lease
liabilities, including renewal and termination options of the leases; and
d. verified the accuracy of the underlying lease data by agreeing a representative sample of leases to
original contracts or other supporting information.
We have determined that there are no key audit matters to communicate in our report in respect of the audit
of the financial statements of the Company.
49
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the
information included in the annual report, but does not include the financial statements of the Group and of the
Company and our auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears
to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
The Directors of the Company are responsible for the preparation of financial statements of the Group and of the
Company that give a true and fair view in accordance with MFRSs, IFRSs and the requirements of the Companies
Act 2016 in Malaysia. The Directors are also responsible for such internal control as the Directors determine is
necessary to enable the preparation of financial statements of the Group and of the Company that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing
the ability of the Group and of the Company to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the
Group or the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the
Company as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with approved standards on auditing in Malaysia and ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
(a) Identify and assess the risks of material misstatement of the financial statements of the Group and of the
Company, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
(b) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
internal control of the Group and of the Company.
(c) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
50
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also (continued):
(d) Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the ability of the Group or of the Company to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the
related disclosures in the financial statements of the Group and of the Company or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditors’ report. However, future events or conditions may cause the Group or the Company to cease
to continue as a going concern.
(e) Evaluate the overall presentation, structure and content of the financial statements of the Group and of the
Company, including the disclosures, and whether the financial statements of the Group and of the Company
represent the underlying transactions and events in a manner that achieves fair presentation.
(f) Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the financial statements of the Group. We are responsible
for the direction, supervision and performance of the group audit. We remain solely responsible for our audit
opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Directors, we determine those matters that were of most significance in
the audit of the financial statements of the Group and of the Company for the current year and are therefore the key
audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiaries of which
we have not acted as auditors, are disclosed in Note 9 to the financial statements.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.
24 September 2020
Kuala Lumpur
51
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
STATEMENTS OF
FINANCIAL POSITION
as at 30 June 2020
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant
and equipment 5 102,992 132,029 46,805 48,308
Right-of-use assets 6 508,916 – – –
Intangible assets 7 4,635 5,659 – –
Investment property 8 4,750 5,270 – –
Investments in subsidiaries 9 – – 274,677 258,614
Other investments 10 705 145 560 –
Amounts due from
subsidiaries 11 – – 7,959 –
Deferred tax assets 12 8,706 3,245 – –
Current assets
52
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
LIABILITIES
Non-current liabilities
Current liabilities
53
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Other comprehensive
income
54
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
for the financial year ended 30 June 2020
55
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
STATEMENT OF
CHANGES IN EQUITY
for the financial year ended 30 June 2020
Non-
distributable Distributable
Retained Total
Share capital earnings equity
Company Note RM’000 RM’000 RM’000
56
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
STATEMENTS OF
CASh flows
for the financial year ended 30 June 2020
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Adjustments for:
Amortisation of intangible
assets 7 1,744 1,643 – –
Bad debts written off 30 23 – – –
Deposits written off 30 248 – – –
Depreciation of property,
plant and equipment 5 36,088 41,402 1,503 1,170
Depreciation of right-of-use
assets 6 106,329 – – –
Dividend income from
subsidiaries 30 – – – (91,305)
Fair value adjustments on
investment property 8 730 (85) – –
Net (gain)/loss on disposals
of property, plant and
equipment – (341) – 44
Intangible assets written off 7 5 47 – –
Interest expense 25,921 1,651 128 226
Interest income (11,086) (10,455) (1,172) (1,344)
Inventory losses 13 3,014 4,692 – –
Inventories written down to net
realisable values 13 7,859 1,977 – –
Inventories written off 13 1,963 1,999 – –
Property, plant and equipment
written off 5 110 452 – –
Right-of-use assets written off 6 501 – – –
Reversal of impairment losses
on property, plant and
equipment 5 – (507) – –
Reversal of provision for
restoration costs 21 (1,835) (648) – –
Net unrealised (gain)/loss on
foreign exchange (2,350) (874) 870 (1,813)
57
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Acquisition of interest in
subsidiaries – – – (178)
Dividends received from
subsidiaries – – 91,305 70,670
Interest received 11,086 10,455 1,172 1,344
Proceeds from disposals of:
- intangible assets 2 – – –
- property, plant and equipment – 477 – 5
Purchase of:
- intangible assets 7 (512) (1,068) – –
- property, plant and equipment 5(c) (11,323) (26,883) – (3,061)
- right-of-use assets 6.1(e) (20) – – –
(Payments made on behalf of)/
Repayments from subsidiaries – – (16,581) 7,956
58
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
Note RM’000 RM’000 RM’000 RM’000
Net (decrease)/increase in
cash and cash equivalents (31,211) 19,161 27,728 959
Hire
purchase
Lease and lease Term Banker’s
liabilities creditors loan acceptances
(Note 6) (Note 20) (Note 19) (Note 19)
Group RM’000 RM’000 RM’000 RM’000
Non-cash flows:
- Additions 8,314 – – –
- Interest expenses 25,023 – – –
- Translation adjustments 524 – – –
59
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Hire
purchase
and lease Term Banker’s
creditors loans acceptances Revolving
(Note 20) (Note 19) (Note 19) credits
Group RM’000 RM’000 RM’000 RM’000
Non-cash flows:
- Purchase of property, plant and equipment 1,080 – – –
Term
loan
(Note 19)
Company RM’000
60
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
NOTES TO THE
FINANCIAL STATEMENTS
30 June 2020
1. CORPORATE INFORMATION
Padini Holdings Berhad (the “Company”) is a public limited liability company, incorporated and domiciled in
Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at 3rd Floor, No. 17, Jalan Ipoh Kecil, 50350 Kuala Lumpur.
The principal place of business of the Company is located at No. 19, Jalan Jurunilai U1/20, Hicom Glenmarie
Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan.
The consolidated financial statements for the financial year ended 30 June 2020 comprise the Company
and its subsidiaries. These financial statements are presented in Ringgit Malaysia (“RM”), which is also the
functional currency of the Company. All the financial information presented in RM has been rounded to the
nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors
on 24 September 2020.
2. PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding. The principal activities and the details of the
subsidiaries are disclosed in Note 9 to the financial statements. There have been no significant changes in
the nature of these activities during the financial year.
3. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the
provisions of the Companies Act 2016 in Malaysia.
The accounting policies adopted are consistent with those of the previous financial year except for the effects
of adoption of new MFRSs during the financial year. The new MFRSs and Amendments to MFRSs adopted
during the financial year are disclosed in Note 37.1 to the financial statements.
The Group and the Company applied MFRS 16 Leases for the first time during the current financial year, using
the modified retrospective approach as at 1 July 2019. Consequently, the comparative information was not
restated and is not comparable to the financial information of the current financial year.
The Group has also early adopted Amendment to MFRS 16 Covid-19-Related Rent Concessions during the
financial year and elected to apply the practical expedient to all rent concession relating to leases with similar
characteristics and similar circumstances.
The financial statements of the Group and of the Company have been prepared under the historical cost
convention except as otherwise stated in the financial statements.
61
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
4. OPERATING SEGMENTS
The Company and its subsidiaries are principally engaged in the retailing of garments industry.
The Group has arrived at three (3) reportable segments, as described below, which are the strategic business
units of the Group. For management purposes, the Group is organised into business units based on their
products and services. For each of the strategic business units, the Managing Director and Executive Directors
of the Group collectively (the “Chief Operating Decision Maker” or “CODM”) of the Group review internal
management reports at least on a quarterly basis.
i) Investment holding
Other non-reportable segments comprise operations related to café and investment property holding.
The performance of the reportable segments are measured based on segment profit before tax.
The accounting policies of operating segments are the same as those described in the financial statements.
Inter-segment revenue is priced along the same lines as sales to external customers and is eliminated in the
consolidated financial statements. These policies have been applied consistently throughout the current and
previous financial years.
Segment results, assets and liabilities include items directly attributable to a segment. Segment capital
expenditure is the total costs incurred during the period to acquire segment assets that are expected to be
used for more than one year.
62
4. OPERATING SEGMENTS (continued)
Revenue
Total revenue – 1,365,967 108,184 384 – 1,474,535
Inter-segment revenue – (11,672) (108,184) – – (119,856)
A N N U A L R E PO RT 2 0 2 0
Segment profit/(loss) before tax 2,090 101,503 9,282 (476) (5,078) 107,321
63
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(Cont’d)
30 June 2020
Notes To The Financial Statements
4. OPERATING SEGMENTS (continued)
64
(Cont’d)
Investment Apparels Management
holding and footwear service Others Elimination Total
2019 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
30 June 2020
Revenue
Total revenue 91,305 1,790,918 178,794 481 – 2,061,498
Inter-segment revenue (91,305) (8,334) (178,794) (43) – (278,476)
Segment profit/(loss) before tax 96,044 205,092 13,113 (2,780) (92,204) 219,265
Geographical segments
In presenting on the basis of geographical areas, segment revenue is based on the geographical location
from which the sale transactions originated and segment assets are based on the geographical location of the
assets of the Group.
Major customers
There are no major customers with revenue equal or more than ten percent (10%) of the Group revenue. As
such, information on major customers is not presented.
65
5. PROPERTY, PLANT AND EQUIPMENT
66
(Cont’d)
Buildings Building Furniture Office
Freehold on freehold on leasehold Motor and equipment
Group land land land vehicles fixtures and tools Total
30 June 2020
At cost
Balance as at 1 July 2019 12,240 42,861 7,917 3,994 188,316 108,420 363,748
Effects on adoption of MFRS 16
(Note 37.1) – – – (1,691) (5,360) – (7,051)
Additions – – – – 6,560 4,763 11,323
Written off – – – – (5,577) (3,350) (8,927)
Notes To The Financial Statements
Balance as at 30 June 2020 12,240 42,861 8,261 2,303 184,150 109,752 359,567
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Accumulated depreciation
Balance as at 1 July 2019 – 9,022 2,131 2,568 144,922 73,076 231,719
Effects on adoption of MFRS 16
(Note 37.1) – – – (412) (2,270) – (2,682)
Charge for the financial year – 857 301 68 22,108 12,754 36,088
Written off – – – – (5,558) (3,259) (8,817)
Transfer to intangible assets (Note 7) – – – – – (32) (32)
Translation adjustments – – 100 – 133 66 299
Carrying amount
Balance as at 30 June 2020 12,240 32,982 5,729 79 24,815 27,147 102,992
AN N U AL REPORT 2020
5. PROPERTY, PLANT AND EQUIPMENT (continued)
Buildings Building
on on Furniture Office Capital
Freehold freehold leasehold Motor and equipment work in
Group land land land vehicles fixtures and tools progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At cost
A N N U A L R E PO RT 2 0 2 0
Balance as at 1 July 2018 12,240 37,243 7,654 4,829 182,594 101,266 5,615 351,441
Additions – – – 1,222 15,730 12,468 61 29,481
Disposals – (58) – (2,057) (62) (256) – (2,433)
Written off – – – – (10,020) (5,185) – (15,205)
Reclassification – 5,676 – – – – (5,676) –
Translation adjustments – – 263 – 74 127 – 464
Balance as at 30 June 2019 12,240 42,861 7,917 3,994 188,316 108,420 – 363,748
Accumulated depreciation
Balance as at 1 July 2018 – 8,259 1,781 4,121 128,250 64,848 – 207,259
Charge for the financial year – 772 278 446 26,483 13,423 – 41,402
Disposals – (9) – (1,999) (62) (227) – (2,297)
Written off – – – – (9,748) (5,005) – (14,753)
Translation adjustments – – 72 – (1) 37 – 108
Carrying amount
67
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Balance as at 30 June 2019 12,240 33,839 5,786 1,426 43,394 35,344 – 132,029
(Cont’d)
30 June 2020
Notes To The Financial Statements
5. PROPERTY, PLANT AND EQUIPMENT (continued)
68
(Cont’d)
Office
Buildings on Furniture and equipment
Company Freehold land freehold land fixtures and tools Total
30 June 2020
At cost
Balance as at 1 July 2019/30 June 2020 12,240 41,696 3,457 4,699 62,092
Accumulated depreciation
Notes To The Financial Statements
Carrying amount
Balance as at 30 June 2020 12,240 32,446 – 2,119 46,805
AN N U AL REPORT 2020
5. PROPERTY, PLANT AND EQUIPMENT (continued)
Office
Buildings on Furniture and equipment Capital work
Company Freehold land freehold land fixtures and tools in progress Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At cost
A N N U A L R E PO RT 2 0 2 0
Accumulated depreciation
Balance as at 1 July 2018 – 7,677 3,387 1,700 – 12,764
Charge for the financial year – 749 44 377 – 1,170
Disposals – (9) – (141) – (150)
Carrying amount
Balance as at 30 June 2019 12,240 33,279 26 2,763 – 48,308
69
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(Cont’d)
30 June 2020
Notes To The Financial Statements
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(a) All items of property, plant and equipment are initially measured at cost. After initial recognition, property,
plant and equipment except for freehold land and capital work in progress are stated at cost less any
accumulated depreciation and any accumulated impairment losses.
Depreciation is calculated to write off the cost of the assets to their residual values on a straight line basis
over their estimated useful lives. The estimated useful lives represent common life expectancies applied
in the industry within which the Group operates. The principal depreciation periods are as follows:
Freehold land has unlimited useful life and is not depreciated. Capital work in progress is stated at cost
and is not depreciated until such time when the asset is available for use.
(b) In the previous financial year, the Group has reversed a net impairment loss of RM497,000 on a building on
leasehold land to its recoverable amount based on a valuation performed by an external and independent
property valuer.
(c) During the financial year, the Group and the Company made the following cash payments to purchase
property, plant and equipment:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
70
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(d) In the previous financial year, the net carrying amounts of the property, plant and equipment of the Group
held under hire purchase and lease creditors at the end of the reporting period were as follows:
Group
2020 2019
RM’000 RM’000
(e) Certain freehold land and buildings on freehold land have been pledged as securities to banks for
financing facilities granted to the Group and the Company with carrying amounts as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
71
6. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
72
(Cont’d)
The Group as lessee
Effects on Balance
Balance adoption of as at
as at MFRS 16 IFRIC 1 Translation 30 June
Group 1 July 2019 (Note 37.1) adjustments Additions Depreciation Written off adjustments 2020
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Carrying amounts
Notes To The Financial Statements
(a) The right-of-use assets are initially measured at cost, which comprise the initial amount of the
lease liabilities adjusted for any lease payments made at or before the commencement date of
the leases.
After initial recognition, right-of-use assets are stated at cost less accumulated depreciation and
any accumulated impairment losses, and adjusted for any re-measurement of the lease liabilities.
The right-of-use assets are depreciated on the straight-line basis over the earlier of the estimated
useful lives of the right-of-use assets or the end of the lease term. The lease terms of right-of-use
assets are as follows:
(b) The Group has certain leases of retail shop, signage and storage spaces with lease term of 12
months or less, and low value leases of office equipment of RM20,000 and below. The Group
applies the “short-term lease” and “lease of low-value assets” exemptions for these leases.
Group
2020
RM’000
157,222
73
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(d) Certain lease rentals are subject to variable lease payments, which are determined based on a
percentage of sales generated from outlets.
The Group has entered into tenancy agreements for the lease of retail shop, signage and storage
spaces, which contain variable lease payments based on predetermined revenue thresholds.
The Group has determined that these contingent features are not embedded derivatives to be
separately accounted for due to the economic characteristics and risk of these contingent rental
features are closely related to the economic characteristics and risk of the underlying tenancy
agreements. There are no leverage features contained within these contingent rental features.
(e) During the financial year, the Group made the following cash payments to purchase right-of-use
assets:
Group
2020
RM’000
Group
2020
RM’000
Represented by:
521,397
521,397
(a) The Group leases a number of retail shop, signage and storage spaces, apartment, office equipment
and motor vehicles that run between 1.5 years to 11 years, with an option to renew the lease after
that date.
74
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(b) The movements of lease liabilities during the financial year are as follows:
Group
2020
RM’000
At 1 July 2019 –
Effects on adoption of MFRS 16 (Note 37.1) 599,889
Additions 8,314
Payments of lease liabilities (87,330)
Payments of lease interest (25,023)
Interest expenses 25,023
Translation adjustments 524
521,397
(c) The Group determines the lease term of a lease as the non-cancellable period of the lease, together
with periods covered by an option to extend or to terminate the lease if the Group is reasonably
certain to exercise the relevant option. Management exercises significant judgement in determining
whether these extension options are reasonably certain to be exercised. Management has
considered the relevant facts and circumstances that create an economic incentive for the Group
to either exercise the option to extend the lease, or to exercise the option to terminate the lease.
Any differences in expectations from the original estimates would impact the carrying amounts of
the lease liabilities of the Group.
(d) The following table sets out the carrying amount, the weighted average incremental borrowing
rates and the remaining maturities of the lease liabilities of the Group that are exposed to interest
rate risk:
Weighted
average
incremental One to Two to Over
borrowing rate Within two five five
Group per annum 1 year years years years Total
% RM’000 RM’000 RM’000 RM’000 RM’000
30 June 2020
Lease liabilities
Fixed rates 4.30 - 9.51 89,711 83,413 202,495 145,778 521,397
Sensitivity analysis for fixed rate instruments as at the end of the reporting period was not presented
as fixed rate instruments are not affected by changes in interest rates.
75
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(e) The table below summarises the maturity profile of the lease liabilities of the Group at the end of
the reporting period based on contractual undiscounted repayment obligations as follows:
On demand
or within one One to five Over five
year years years Total
Group RM’000 RM’000 RM’000 RM’000
30 June 2020
Lease liabilities 111,040 336,756 157,969 605,765
7. INTANGIBLE ASSETS
System,
applications Computer
Group and products software Total
RM’000 RM’000 RM’000
At cost
Balance as at 1 July 2019 7,030 8,773 15,803
Additions – 512 512
Transfer from property, plant and
equipment (Note 5) – 237 237
Disposal – (2) (2)
Written off – (29) (29)
Translation adjustments – 15 15
Accumulated amortisation
Balance as at 1 July 2019 4,258 5,886 10,144
Charge for the financial year 469 1,275 1,744
Transfer from property, plant and
equipment (Note 5) – 32 32
Written off – (24) (24)
Translation adjustments – 5 5
Carrying amount
Balance as at 30 June 2020 2,303 2,332 4,635
76
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
System,
applications Computer
Group and products software Total
RM’000 RM’000 RM’000
At cost
Balance as at 1 July 2018 7,030 7,798 14,828
Additions – 1,068 1,068
Written off – (97) (97)
Translation adjustments – 4 4
Accumulated amortisation
Balance as at 1 July 2018 3,789 4,759 8,548
Charge for the financial year 469 1,174 1,643
Written off – (50) (50)
Translation adjustments – 3 3
Carrying amount
Balance as at 30 June 2019 2,772 2,887 5,659
Intangible assets are initially measured at cost. After initial recognition, intangible assets are carried at cost
less any accumulated amortisation and any accumulated impairment losses.
System, applications and products (“SAP”) and computer software that do not form an integral part of the
related hardware are treated as intangible assets with finite life and are amortised over their estimated useful
lives. The estimated useful lives represent common life expectancies applied in the industry within which the
Group operates. The principal amortisation periods are as follows:
SAP 15 years
Computer software 5 years
8. INVESTMENT PROPERTY
Group
2020 2019
RM’000 RM’000
Workshop, at valuation
Balance as at 1 July 2019/2018 5,270 5,031
Fair value adjustments (730) 85
Translation adjustments 210 154
77
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(a) Investment property is initially measured at cost, which includes transaction costs. After initial recognition,
investment property is measured at fair value, which reflects market conditions at the end of the reporting
period and changes in fair value are included in profit or loss.
(b) Direct operating expenses arising from the investment property generating rental income during the
financial year are as follows:
Group
2020 2019
RM’000 RM’000
(c) The fair value of investment property of the Group is categorised as follows:
2020
Workshop – 4,750 – 4,750
2019
Workshop – 5,270 – 5,270
(i) There is no transfer between levels in the hierarchy during the financial year.
(ii) Investment property at Level 2 fair value was determined by an external and independent property
valuer, who is a member of The Hong Kong Institute of Surveyors. The professional valuer has
adopted the comparison approach and made reference to relevant comparable transactions in
the market. The valuation had resulted in a fair value loss of RM730,000 (2019: fair value gain of
RM85,000) to the Group to reflect its fair value of RM4,750,000 or equivalent to HKD8,570,000
(2019: RM5,270,000 or equivalent to HKD9,920,000).
(iii) The fair value measurement of the investment property is based on the highest and best use,
which does not differ from their actual use.
9. INVESTMENTS IN SUBSIDIARIES
Company
2020 2019
RM’000 RM’000
At cost:
- Unquoted shares 275,632 259,569
Less: Impairment losses (955) (955)
274,677 258,614
78
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(a) Investments in subsidiaries, which are eliminated on consolidation, are stated in separate financial
statements of the Company at cost less impairment losses, if any.
All components of non-controlling interests shall be measured at their acquisition-date fair values,
unless another measurement basis is required by MFRSs. The choice of measurement basis is made
on a combination-by-combination basis. Subsequent to initial recognition, the carrying amount of non-
controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’
shares of subsequent changes in equity.
Country of
incorporation/
Principal Effective equity
place of interest
Name of company business 2020 2019 Principal activities
% %
Padini International Limited Hong Kong 100 100 Dealers of ladies’ shoes
(“PIL”) # and ancillary products
Vincci Holdings Sdn. Bhd. Malaysia 100 100 Dormant
(“Vincci Holdings”)
The New World Garment Malaysia 100 100 Dormant
Manufacturers Sdn. Bhd.
(“The New World Garment”)
Padini (Cambodia) Co., Ltd. Cambodia 100 100 Dealers of ladies’ shoes, garments
(“Padini Cambodia”) * and ancillary products
Padini (Thailand) Co., Ltd. Thailand 100 100 Dealers of ladies’ shoes, garments
(“Padini Thailand”) # and ancillary products
79
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Country of
incorporation/
Principal Effective equity
place of interest
Name of company business 2020 2019 Principal activities
% %
Subsidiary of PIL
(i) On 10 June 2020, the Company subscribed for additional 29,050,638 new shares of PIL at a
consideration of RM16,062,500 (equivalent to HK$29,050,638) by way of capitalising the amount
of RM16,062,500 owing by PIL to the Company.
(ii) In the previous financial year, Padini Thailand allotted 139,900 new shares to the existing
shareholders in proportion to their shareholdings. The Company subscribed for additional 1,399
new shares of Padini Thailand at a consideration of RM178,636 (equivalent to THB1,399,750).
On 17 April 2019, Padini Dot Com, its wholly-owned subsidiary acquired 7,000 shares of Padini
Thailand at THB1,000 each from a non-controlling interest at a total consideration of RM933,170
(equivalent to THB7,000,000). As a result, Padini Thailand has become wholly-owned subsidiary
of Padini Holdings Berhad.
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-current
Equity security
- Unquoted shares in Malaysia 560 – 560 –
Club memberships 145 145 – –
80
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(a) The equity security is classified as financial asset at fair value through other comprehensive income
whereas the club memberships are classified as financial assets at fair value through profit or loss.
(b) The fair value of unquoted shares in Malaysia is estimated based on the price to book valuation model.
Management obtained the industry price to book ratio from observable market data, discounted the price
to book ratio for illiquidity, and multiplied the discounted price to book ratio with the book value per share
of the investee to derive the estimated fair value. Management believes that the estimated fair value
resulting from this valuation model is reasonable and the most appropriate at the end of each reporting
period.
The fair values for club memberships are estimated based on references to current available counter
party quotations of the same investments.
(c) The fair value of other investments of the Group and of the Company are categorised as follows:
Group
2020
Other investments
- Unquoted shares in Malaysia – – 560 560
- Club memberships – – 145 145
2019
Other investments
- Club memberships – – 145 145
Company
2020
Other investments
- Unquoted shares in Malaysia – – 560 560
There is no transfer between levels in the hierarchy during the financial year.
(d) The significant unobservable inputs used in determining the fair value measurements of Level 3 financial
instruments as well as the relationship between key unobservable inputs and fair value, were detailed
in the table below:
81
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(e) The following table shows the sensitivity analysis for the level 3 fair value measurements:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(f) The Group holds a forty percent (40%) interest in Cassardi Corporation Sdn. Bhd. (“Casardi”) for which
the Group has determined that it does not hold significant influence over Cassardi as:
(i) The Group does not have any representative on the board of directors of Cassardi, and is therefore
unable to participate in policy-making process of Cassardi;
(ii) There are no material transactions between the Group and Cassardi; and
(iii) There is no interchange of managerial personnel and provision of essential technical information
between the Group and Cassardi.
Based on this, the Group considers that it does not have the power to exercise significant influence and
has treated its interest in Cassardi as a simple investment in unquoted shares in Malaysia.
Company
2020 2019
Note RM’000 RM’000
Non-current
Amount due from a subsidiary (b) 7,959 –
Current
Amounts due from subsidiaries (c) 4,065 103,681
(a) Amounts due from subsidiaries are classified as financial assets measured at amortised cost.
(b) Non-current amount due from a subsidiary is unsecured, interest-free and has a maturity of 3 (2019: Nil)
years. The amount due from a subsidiary are not payable within the next twelve (12) months.
(c) Current amounts due from subsidiaries mainly represent payments made on behalf and advances,
which are unsecured, interest-free and repayable within the next twelve (12) months. Also included in
amounts due from subsidiaries are dividends and rental receivable from subsidiaries amounting to RM
Nil (2019: RM91,305,000) and RM411,000 (2019: RM412,000) respectively.
82
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(d) Foreign currencies exposure of amounts due from subsidiaries of the Company are as follows:
Company
2020 2019
RM’000 RM’000
12,024 103,681
(e) Sensitivity analysis of RM against foreign currencies at the end of the reporting period, assuming that
all other variables remain constant, are as follows:
Company
2020 2019
RM’000 RM’000
Effects of 5% changes to
RM against foreign currencies
Profit after tax
- United States Dollar 440 725
- Thailand Baht – 668
(f) Impairment for amounts due from subsidiaries are recognised based on general approach within MFRS
9 using the forward looking expected credit loss model. The methodology used to determine the amount
of the impairment is based on whether there has been a significant increase in credit risk since initial
recognition of the financial asset. For those in which the credit risk has not increased significantly since
initial recognition of the financial asset, twelve months expected credit losses along with gross interest
income are recognised. For those in which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. As at the end of the reporting period,
the Company assesses whether there has been a significant increase in credit risk for financial assets
by comparing the risk for default occurring over the expected life with the risk of default since initial
recognition. For those that are determined to be credit impaired, lifetime expected credit losses along
with interest income on a net basis are recognised.
The Company defined significant increase in credit risk based on the operating performance of the
receivables, payment trends and past due information.
The probability of non-payment by the subsidiaries is adjusted by forward looking information and
multiplied by the amount of the expected loss arising from default to determine the twelve months or
lifetime expected credit loss for the subsidiaries.
No expected credit loss is recognised arising from amounts due from subsidiaries as it is negligible.
83
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(a) The deferred tax assets and liabilities are made up of the following:
Group
2020 2019
RM’000 RM’000
7,932 2,124
(b) The components and movements of deferred tax assets and liabilities during the financial year prior to
offsetting are as follows:
Other
deductible
Contract Lease temporary
liabilities liabilities differences Total
RM’000 RM’000 RM’000 RM’000
Other
deductible
Contract temporary
liabilities differences Total
RM’000 RM’000 RM’000
84
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(b) The components and movements of deferred tax assets and liabilities during the financial year prior to
offsetting are as follows (continued):
Other
(deductible)/
Property, taxable
plant and temporary
equipment differences Total
RM’000 RM’000 RM’000
(c) The amounts of temporary differences for which no deferred tax assets have been recognised in the
statements of financial position are as follows:
Group
2020 2019
RM’000 RM’000
16,988 14,829
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not
probable that future taxable profits of the subsidiaries would be available against which the deductible
temporary differences could be utilised.
The amount and availability of these items to be carried forward up to the periods as disclosed above
are subject to the agreement of the respective local tax authorities.
The unabsorbed capital allowances do not expire under current tax legislation.
85
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
13. INVENTORIES
Group
2020 2019
RM’000 RM’000
At cost
Completed garments, shoes and accessories 267,335 270,829
Raw materials and manufacturing accessories 4 2
267,339 270,831
At net realisable value
Completed garments, shoes and accessories 6,531 6,405
273,870 277,236
(b) During the financial year, inventories of the Group recognised as cost of sales amounted to RM788,319,000
(2019: RM1,051,293,000). The amounts of write down and write off of inventories and inventory losses
recognised as cost of sales during the financial year are as follows:
Group
2020 2019
RM’000 RM’000
12,836 8,668
(c) The Group writes down its obsolete or slow moving inventories based on assessment of their estimated
net selling prices. Inventories are written down when events or changes in circumstances indicate that
the carrying amounts could not be recovered. Management specifically analyses future demand when
making this judgement to evaluate the adequacy of the write down for obsolete or slow moving inventories.
Where expectations differ from the original estimates, the differences would impact the carrying amounts
of inventories. The inventories written down to net realisable values included RM6,212,000 (2019: RM
Nil) recognised in relation to the impact of COVID-19 pandemic.
86
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Trade receivables
Third parties 8,660 17,407 – –
Prepayments
Prepayments 9,794 7,333 67 80
(a) Trade and other receivables are classified as financial assets measured at amortised cost.
(b) Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group
ranges from 2 to 60 days (2019: 2 to 60 days) from the date of invoice. They are recognised at their
original invoice amounts, which represent their fair values on initial recognition.
(c) Impairment for trade receivables are recognised based on the simplified approach using the lifetime
expected credit losses.
The Group considers credit loss experience and observable data such as current changes and future
forecasts in economic conditions by market segment of the Group to estimate the amount of expected
credit losses. The methodology and assumptions including any forecasts of future economic conditions
are reviewed regularly.
During this process, the probability of non-payment by the trade receivables is adjusted by forward
looking information and multiplied by the amount of the expected loss arising from default to determine
the lifetime expected credit losses for the trade receivables. For trade receivables, which are reported
net, such impairments are recorded in a separate impairment account with the loss being recognised
within administrative expenses in the statements of profit or loss and other comprehensive income. On
confirmation that the trade receivable would not be collectable, the gross carrying value of the asset
would be written off against the associated impairment.
The Group defined significant increase in credit risk based on the operating performance of the receivables,
payment trends and past due information.
The Group has identified the gross domestic product (“GDP”), unemployment rate, inflation rate and
consumer price index as the key macroeconomic factors of the forward looking information.
87
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(d) Impairment for other receivables are recognised based on general approach within MFRS 9 using the
forward looking expected credit loss model. The methodology used to determine the amount of the
impairment is based on whether there has been a significant increase in credit risk since initial recognition
of the financial asset. For those in which the credit risk has not increased significantly since initial
recognition of the financial asset, twelve months expected credit losses along with gross interest income
are recognised. For those in which credit risk has increased significantly, lifetime expected credit losses
along with the gross interest income are recognised. As at the end of the reporting period, the Company
assesses whether there has been a significant increase in credit risk for financial assets by comparing
the risk for default occurring over the expected life with the risk of default since initial recognition. For
those that are determined to be credit impaired, lifetime expected credit losses along with interest income
on a net basis are recognised.
The Group defined significant increase in credit risk based on the operating performance of the receivables,
payment trends and past due information.
The probability of non-payment by the other receivables is adjusted by forward looking information and
multiplied by the amount of the expected loss arising from default to determine the twelve months or
lifetime expected credit loss for other receivables.
Gross
Group carrying Net
amount Impairment balance
RM’000 RM’000 RM’000
2020
Current 5,935 – 5,935
Past due
1 to 30 days 153 – 153
31 to 60 days – – –
61 to 90 days 1,982 – 1,982
More than 90 days 590 – 590
2,725 – 2,725
8,660 – 8,660
2019
Current 13,295 – 13,295
Past due
1 to 30 days 5 – 5
31 to 60 days 2,009 – 2,009
61 to 90 days 1,551 – 1,551
More than 90 days 547 – 547
4,112 – 4,112
17,407 – 17,407
88
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(f) The currency exposure profiles of trade and other receivables (excluding prepayments) are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(g) Sensitivity analysis of RM against foreign currencies at the end of the reporting period, assuming that
all other variables remain constant, are as follows:
Group
2020 2019
RM’000 RM’000
The exposure of other currencies are not significant, hence the effects of the changes in the exchange
rates are not presented.
(h) At the end of each reporting period, approximately eighty-eight percent (88%) (2019: eighty-seven
percent (87%)) of the trade receivables of the Group were owed by five (5) major customers (2019: five
(5) customers).
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(a) The weighted average effective interest rate of cash and bank balances as at the end of each reporting
period is as follows:
89
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(b) Sensitivity analysis of interest rates for floating rate instruments at the end of the reporting period,
assuming all other variable remain constant is as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(c) The currencies exposure profiles of cash and bank balances are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(d) Sensitivity analysis of RM against foreign currencies at the end of the reporting period, assuming that
all other variables remain constant, are as follows:
Group
2020 2019
RM’000 RM’000
The exposure of other currencies are not significant, hence the effects of the changes in the exchange
rates are not presented.
(e) No expected credit losses were recognised arising from the deposits with financial institutions because
the probability of default by these financial institutions were negligible.
90
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
In the previous financial year, a share sale and purchase agreement was signed by the Company and a third
party. The total disposal consideration for the shares held by the Group and the Company of RM560,000 was
to be entirely satisfied in cash. Accordingly, the Group and the Company had classified the other investment as
held for sale in accordance with the requirements of MFRS 5 Non-current Assets Held for Sale and Discontinued
Operations.
During the financial year, management has reassessed the current conditions and circumstances and opined
the sale has become not highly probable. Accordingly, the Group and the Company have reclassified it as
other investment as disclosed in Note 10 to the financial statements.
The owners of the parent are entitled to receive dividends as and when declared by the Company and are
entitled to one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu
with regard to the residual assets of the Company.
18. RESERVES
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Non-distributable
Exchange translation differences 6,355 6,750 – –
Distributable
Retained earnings 689,862 664,031 325,715 374,207
91
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The exchange translation differences are used to record foreign currency exchange differences arising from
the translation of the financial statements of foreign operations whose functional currencies are different
from that of the presentation currency of the Group. It is also used to record the exchange differences arising
from monetary items, which form part of the net investment of the Group in the foreign operations, where the
monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.
19. BORROWINGS
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Current liabilities
Secured
Hire purchase and lease
creditors (Note 20) – 279 – –
Term loan 1,619 1,765 1,619 1,765
Unsecured
Banker’s acceptances – 19,400 – –
Non-current liabilities
Secured
Hire purchase and lease
creditors (Note 20) – 842 – –
Term loan – 1,617 – 1,617
– 2,459 – 1,617
Total borrowings
Hire purchase and lease
creditors (Note 20) – 1,121 – –
Term loan 1,619 3,382 1,619 3,382
Banker’s acceptances – 19,400 – –
92
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(c) In the previous financial year, banker’s acceptances amounted to RM19,400,000 of the Group were
guaranteed by the Company.
(d) Term loan of the Group and of the Company is secured by way of legal charges over certain property, plant
and equipment of the Group and of the Company as disclosed in Note 5(e) to the financial statements.
Within
1 year 1-2 years 2-5 years Total
RM’000 RM’000 RM’000 RM’000
Group
As at 30 June 2020
Term loan 1,619 – – 1,619
As at 30 June 2019
Hire purchase and lease creditors 279 255 587 1,121
Term loan 1,765 1,617 – 3,382
Banker’s acceptances 19,400 – – 19,400
Company
As at 30 June 2020
Term loan 1,619 – – 1,619
As at 30 June 2019
Term loan 1,765 1,617 – 3,382
(f) The interest rate profiles of the borrowings as at end of each reporting period are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
93
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(g) The weighted average effective interest rates of the borrowings as at the end of each reporting period
are as follows:
Group Company
2020 2019 2020 2019
% % % %
(h) Sensitivity analysis for fixed rate borrowings as at the end of the reporting period is not presented as
fixed rate instruments are not affected by change in interest rates. Sensitivity analysis of interest rates
for the floating rate instruments at the end of the reporting period, assuming all other variables remain
constant is as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(i) Financial instruments that are not carried at fair values and whose carrying amounts are reasonable
approximation of fair values, are as follows:
2020 2019
Carrying Carrying
amount Fair value amount Fair value
Group RM’000 RM’000 RM’000 RM’000
The fair values of hire purchase and lease creditors were estimated by discounting expected future cash
flows at market incremental lending rate for similar type of lending, borrowings or leasing arrangements
at the end of each reporting period.
The fair values of hire purchase and lease creditors were categorised as Level 2 in the fair value hierarchy.
There was no transfer between levels in the hierarchy in the previous financial year.
94
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(j) The table below summarises the maturity profile of the borrowings at the end of each reporting period
based on contractual undiscounted repayment obligations:
On demand
or within One to Over
one year five years five years Total
Group RM’000 RM’000 RM’000 RM’000
As at 30 June 2020
Term loan 1,649 – – 1,649
As at 30 June 2019
Hire purchase and lease creditors 323 902 – 1,225
Term loan 1,892 1,651 – 3,543
Banker’s acceptances 19,400 – – 19,400
Company
As at 30 June 2020
Term loan 1,649 – – 1,649
As at 30 June 2019
Term loan 1,892 1,651 – 3,543
Group
2020 2019
RM’000 RM’000
Repayable as follows:
Current liabilities
- not later than one (1) year – 279
Non-current liabilities
- later than one (1) year but not later than five (5) years – 842
– 1,121
95
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Group
2020 2019
RM’000 RM’000
Non-current
Provision for restoration costs 7,814 5,313
Current
Provision for restoration costs 1,323 1,186
(a) Provision for restoration costs comprise estimates of reinstatement costs for lease outlets upon the
expiry of tenancy agreements.
Group
2020 2019
RM’000 RM’000
The Group operates an unfunded, defined Retirement Benefit Scheme (“the Scheme”) for its eligible employees
of its wholly-owned subsidiary, Padini (Thailand) Co., Ltd.. Under the Scheme, eligible employees are entitled
to retirement benefits of 400 days of final salary upon attainment of the retirement age of 60.
The amounts recognised in the statements of financial position are determined as follows:
Group
2020 2019
RM’000 RM’000
Analysed as:
Later than 5 years 48 69
Analysed as:
Non-current liabilities 48 69
96
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
The movements during the financial year in the amounts recognised in the statements of financial position in
respect of the retirement benefit obligations are as follows:
Group
2020 2019
RM’000 RM’000
At 1 July 2019/2018 69 –
At 30 June 2020/2019 48 69
Certain assumptions are used in the computation of provision for employee benefits and due to the long term
nature of this Scheme, such estimates are subject to uncertainty.
Group
2020 2019
% %
The discount rate is determined based on the values of Government Bond of Thailand yields with more than
10 years of maturity.
Significant assumption for determination of the provision for employee benefits is the discount rate. The
sensitivity analysis below has been determined based on changes to significant assumption, with all other
assumptions held constant.
2020 2019
Increase Decrease Increase Decrease
Group RM’000 RM’000 RM’000 RM’000
A 1% increase/decrease in
discount rate will decrease/
increase the provision for
employee benefits (8) 10 (11) 15
The sensitivity analysis presented above may not be representative of the actual change in provision for
employee benefits as it is unlikely that the change in assumptions would occur in isolation of one another as
some assumptions may be correlated.
97
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Trade payables
Third parties 57,973 102,422 – –
Other payables
Other payables 23,221 51,699 279 239
Accruals 7,258 14,874 354 340
(a) Trade and other payables are classified as financial liabilities measured at amortised cost.
(b) Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range
from 30 to 90 days (2019: 30 to 90 days) from date of invoices.
(c) Included in other payables of the Group are advance payments received from customers against confirmed
purchase orders amounting to RM220,000 (2019: RM705,000).
(d) Included in other payables is an amount of RM4,851,000 (2019: RM32,118,000) owing to a bank, which
the bank acts as a settlement and paying agent on behalf of the Group before the expiry of the credit
terms granted by the trade payables under a trade-related financial services agreement entered into
between the bank and the Group. The Group is required to repay the bank no later than the expiry of
the credit terms that are originally granted by the trade payables.
(e) The currency exposure profiles of trade and other payables are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
98
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(f) Sensitivity analysis of RM against foreign currency at the end of the reporting period, assuming that all
other variables remain constant, is as follows:
Group
2020 2019
RM’000 RM’000
The exposure of other currencies are not significant, hence the effects of the changes in the exchange
rates are not presented.
(h) The maturity profile of the trade and other payables of the Group and of the Company as at the end of
the reporting date based on contractual undiscounted repayment obligations is repayable on demand
or within one year.
Group
2020 2019
RM’000 RM’000
(a) The contract liabilities primarily related to the deferred revenue from customer loyalty points outstanding
as at the end of each reporting period, which revenue is recognised at a point in time upon redemption
or lapsed customer loyalty points. The validity of the customer loyalty points is one (1) year.
(b) A reconciliation of the deferred revenue from customer loyalty points is as follows:
Group
2020 2019
RM’000 RM’000
99
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
25. COMMITMENTS
Capital commitments
Group
2020 2019
RM’000 RM’000
Company
2020 2019
RM’000 RM’000
181,942 122,377
(a) The Group designates corporate guarantees given to financial institutions and landlords as insurance
contracts as defined in MFRS 4 Insurance Contracts. The Group recognises these insurance contracts
as recognised insurance liabilities when there is a present obligation, legal or constructive, as a result
of a past event, when it is probable that an outflow of resources embodying economic benefits would
be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
At the end of each reporting period, the Group assesses whether its recognised insurance liabilities are
adequate, using current estimates of future cash flows under its insurance contracts. If this assessment
shows that the carrying amount of the insurance liabilities is inadequate, the entire deficiency shall be
recognised in profit or loss.
Recognised insurance liabilities are only removed from the statements of financial position when, and
only when, it is extinguished via a discharge, cancellation or expiration.
Company
2020 2019
RM’000 RM’000
181,942 122,377
100
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(c) The Directors are of the view that the chances of the financial institutions and landlords to call upon the
corporate guarantees are remote. Accordingly, the fair values of the above corporate guarantees given
to subsidiaries for banking facilities and to landlords for non-cancellable leases of business premises
are negligible.
27. REVENUE
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Other revenue
Dividend income from
subsidiaries – – – 91,305
Revenue from sale of goods is recognised at a point in time when the goods have been transferred to
the customers and coincides with the delivery of products and acceptance by customer.
The contracts for the sale of goods provide customers with a right of return the goods within a specified
period. No refund liability is recognised arising from the right of return as it is negligible.
There is no significant financing component in the revenue arising from sale of goods as the sales are
made on the normal credit terms not exceeding twelve (12) months.
Commission income is recognised at a point in time at the fair value of the consideration receivable upon
the sales of goods.
101
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
The Group’s loyalty points programme allows customers to accumulate points that can be redeemed
for products.
The loyalty points give rise to a separate performance obligation as they provide a material right to the
customer. A portion of the transaction price is allocated to the loyalty points awarded to customers based
on relative stand-alone selling price and recognised as a contract liability until the points are redeemed.
Revenue is recognised at a point in time upon redemption or expiry of the customer loyalty points by
the customer.
When estimating the stand-alone selling price of the loyalty points, the Group considers the likelihood
that the customer will redeem the points. The Group updates its estimates of the points that will be
redeemed on a regular basis and any adjustments to the contract liability balance are charged against
revenue.
Rental income is accounted for on a straight line basis over the lease term of an ongoing lease.
Royalty income and master license fee are recognised on an accrual basis in accordance with the
substance of the relevant agreements.
Group
2020 2019
RM’000 RM’000
817,075 1,085,182
Others represent inventory losses, inventories written down and inventories written off.
102
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
After charging:
Auditors’ remuneration
BDO PLT Malaysia
- Statutory audits
- current year 214 214 48 48
- Non-statutory audit 7 7 7 7
Other auditors
- Statutory audit
- current year 61 54 – –
Directors’ remuneration:
- fees payable by the Company 300 300 300 300
- other emoluments paid by the
Company 18 18 18 18
- other emoluments paid by the
subsidiaries 5,462 6,087 – –
Loss on disposal of property, plant
and equipment – 57 – 44
Loss on foreign exchange:
- realised 87 300 – 177
- unrealised 12 1 870 –
Rental of equipment 243 436 – –
Rental of premises 34,397 154,535 – –
Bad debts written off 23 – – –
Deposits written off 248 – – –
103
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Other than those disclosed elsewhere in the financial statements, profit before tax is arrived at (continued):
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
And crediting:
The estimated monetary value of benefits-in-kind received by the Directors otherwise than in cash from the
Group amounted to RM88,000 (2019: RM104,000).
Group
2020 2019
RM’000 RM’000
182,236 210,076
Included in the employee benefits of the Group are Executive Directors’ remuneration amounting to RM5,462,000
(2019: RM6,087,000).
104
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
(5,808) (354) – –
(a) The Malaysian income tax is calculated at the statutory tax rate of 24% (2019: 24%) of the estimated
taxable profits for the fiscal year.
(b) Tax expense for other taxation authorities are calculated at the rates prevailing in those respective
jurisdictions.
105
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(c) The numerical reconciliation between the tax expense and the product of accounting profit multiplied by
the applicable tax rates of the Group and of the Company are as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
Group
2020 2019
Before Tax After Before Tax After
tax effect tax tax effect tax
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Foreign currency
translations (395) – (395) 2,638 – 2,638
106
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
33. DIVIDENDS
The Directors do not recommend the payment of final dividend in respect of the current financial year.
(a) Basic
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year by the weighted average number of ordinary shares outstanding during the financial year.
Group
2020 2019
RM’000 RM’000
(b) Diluted
The diluted earnings per ordinary share equals basic earnings per ordinary share because there were
no potential dilutive ordinary shares as at the end of the reporting period.
107
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control
the party or exercise significant influence over the party in making financial and operating decisions,
or vice versa, or where the Group and the party are subject to common control or common significant
influence. Related parties could be individuals or other parties.
The Company has controlling related party relationships with its direct and indirect subsidiaries.
The Group also has related party relationship with the following party:
Yong Pang Chaun Holdings Sdn. Bhd. Corporate shareholder of the Company with equity
(“YPCH”) interest of 43.74% (2019: 43.74%) and where the
Directors of the Company, namely Yong Pang Chaun
and Chong Chin Lin have substantial financial
interests. Yong Pang Chaun and Chong Chin Lin
are also the directors of YPCH.
In addition to the transactions and balances detailed elsewhere in the financial statements, the Group
and the Company had the following transactions with related parties during the financial year:
Company
2020 2019
RM’000 RM’000
The related party transactions described above were carried out on terms and conditions not materially
different from those obtainable from transactions with unrelated parties.
Information regarding outstanding balances arising from related party transactions as at 30 June 2020
is disclosed in Note 11 to the financial statements.
108
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Key management personnel are those persons having the authority and responsibility for planning,
directing and controlling the activities of the entity, directly and indirectly, including any Director (whether
executive or otherwise) of the Group and of the Company.
The remunerations of Directors, who are the only key management personnel of the Group and of the
Company, during the financial year was as follows:
Group Company
2020 2019 2020 2019
RM’000 RM’000 RM’000 RM’000
The primary objective of the capital management of the Group is to ensure that it maintains a strong
capital base in order to support its business operations and to provide fair returns for shareholders and
benefits for other stakeholders.
For capital management purposes, the Group considers equity attributable to owners of the parent as
the capital structure of the Group. The Group manages its capital structure and makes adjustments to it
in response to changes in economic conditions. In order to maintain or adjust the capital structure, the
Group may, from time to time, adjust the dividend payout to shareholders or issue new share, where
necessary. No changes were made in the objectives, policies or processes during the financial year
ended 30 June 2020 and financial year ended 30 June 2019.
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the
Group is required to maintain a consolidated shareholders’ equity of not less than or equals to twenty-five
percent (25%) of the issued and paid-up capital and such shareholders’ equity is not less than RM40.0
million. The Group has complied with this requirement for the financial year ended 30 June 2020.
The Group is not subject to any other externally imposed capital requirements.
The financial risk management objective of the Group is to optimise value creation for shareholders whilst
minimising the potential adverse impact arising from credit risk, liquidity and cash flow risk, interest rate
risk, foreign currency risk and market risk.
The Group operates within an established risk management framework and clearly defined guidelines that
are regularly reviewed by the Board of Directors and does not trade in derivative financial instruments.
Financial risk management is carried out through risk review programmes, internal control systems,
insurance programmes and adherence to the Group’s financial risk management policies. The Group
is exposed mainly to credit risk, liquidity and cash flow risk, interest rate risk, foreign currency risk and
market risk. Information on the management of the related exposures is detailed below.
109
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Cash deposits and trade and other receivables could give rise to credit risk, which requires the loss
to be recognised if a counter party fails to perform as contracted. The counter parties are reputable
institutions and organisations. It is the policy of the Group to monitor the financial standing of these
counter parties on an ongoing basis to ensure that the Group is exposed to minimal credit risk.
The primary exposure of the Group to credit risk arises through its trade receivables. The trading
terms of the Group with its customers are mainly on credit, except for certain export franchisees,
where deposits in advance are normally required. The credit period is generally for a period of two
(2) days, extending up to two (2) months for major customers. Each customer has a maximum
credit limit and the Group seeks to maintain strict control over its outstanding receivables via a
credit control department to minimise credit risk. Overdue balances are reviewed regularly by
senior management.
The credit risk profile has been disclosed in Note 14 to the financial statements.
The Group actively manages its debt maturity profile, operating cash flows and availability of
funding so as to ensure that all operating, investing and financing needs are met. In executing its
liquidity risk management strategy, the Group monitors and maintains a level of cash and cash
equivalents deemed adequate to finance the activities of the Group.
The analysis of financial instruments by remaining contractual maturities has been disclosed in
Notes 6, 19 and 23 to the financial statements respectively.
Interest rate risk is the risk that the fair value or future cash flows of the financial instruments of
the Group and of the Company would fluctuate because of changes in market interest rates.
The primary interest rate risk of the Group and of the Company relates to interest-earning deposits
and interest-bearing borrowings from financial institutions. The fixed-rate borrowings of the Group
are not exposed to a risk of changes in their fair values due to changes in interest rates. The
floating rate deposits and borrowings of the Group and of the Company are exposed to a risk of
change in cash flows due to changes in interest rates. The Group does not use derivative financial
instruments to hedge its risk.
The interest rate profile and sensitivity analysis of interest rate risk have been disclosed in Notes
6, 15 and 19 to the financial statements respectively.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument
would fluctuate because of changes in foreign exchange rates.
The Group and the Company are exposed to foreign currency risk on transactions that are
denominated in currencies other than the functional currencies of the operating entities.
110
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
The Group also holds cash and bank balances denominated in foreign currencies for working
capital purposes. At the end of each reporting period, such foreign currencies balances amounted
to RM57,070,000 (2019: RM59,082,000) for the Group.
The currency exposure profile and sensitivity analysis of foreign currency risk have been disclosed
in Notes 11, 14, 15, 23 and 26 to the financial statements respectively.
Market risk is the risk that the fair value or future cash flows of the financial instruments of the
Group would fluctuate because of changes in market prices (other than interest or exchange rates).
The sensitivity analysis of market risk has been disclosed in Note 10 to the financial statements.
The Group and the Company adopted the following Standards of the MFRS Framework that were issued
by the Malaysian Accounting Standards Board (“MASB”) during the financial year:
Adoption of the above Standards did not have any material effect on the financial performance or position
of the Group and of the Company except for the adoption of MFRS 16 and Amendment to MFRS 16 as
described in the following sections.
111
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
MFRS 16 supersedes MFRS 117 Leases, IFRIC 4 Determining whether an Arrangement contains a
Lease, SIC-15 Operating Leases-Incentives and SIC-27 Evaluating the Substance of Transactions
Involving the Legal Form of a Lease. MFRS 16 sets out the principles for the recognition,
measurement, presentation and disclosure of leases and requires lessees to recognise most
leases on the financial statements.
Lessor accounting under MFRS 16 is substantially unchanged from MFRS 117. Lessors would
continue to classify leases as either operating or finance leases using similar principles as in MFRS
117. Therefore, MFRS 16 does not have a material impact for leases for which the Group is the
lessor.
The Group applied MFRS 16 using the modified retrospective approach, for which the cumulative
effect of initial application is recognised in retained earnings as at 1 July 2019. Accordingly, the
comparative information presented is not restated.
On adoption of MFRS 16, the Group recognised lease liabilities in relation to leases which had
previously been classified as “operating leases” under the principles of MFRS 117. These liabilities
were measured at the present value of the remaining lease payments, discounted using the
incremental borrowing rate of the Group as of 1 July 2019. The range of incremental borrowing
rates of the Group applied to the lease liabilities on 1 July 2019 were between 4.3% to 9.5%.
In order to compute the transition impact of MFRS 16, a significant data extraction exercise was
undertaken by management to summarise all property and equipment lease data such that the
respective inputs could be uploaded into management’s model. The incremental borrowing rate
method has been adopted where the implicit rate of interest in a lease is not readily determinable.
For leases previously classified as finance leases, the Group recognised the carrying amount
of the lease asset and lease liability immediately before transition as the carrying amounts of
the right-of-use assets and the lease liabilities respectively at the date of initial application. The
measurement principles of MFRS 16 are only applied after that date.
In applying MFRS 16 for the first time, the Group has used the following practical expedients
permitted by the standard:
- Applying a single discount rate to a portfolio of leases with reasonably similar characteristics;
- Relying on previous assessments on whether leases are onerous as an alternative to
performing an impairment review - there were no onerous contracts as at 1 July 2019;
- Accounting for operating leases with a remaining lease term of less than 12 months as at
1 July 2019 and do not contain a purchase option as short-term leases;
- Excluding initial direct costs for the measurement of the right-of-use asset at the date of
initial application; and
- Using hindsight in determining the lease term where the contract contains options to extend
or terminate the lease.
112
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
On transition to MFRS 16, the Group recognised right‑of‑use assets and lease liabilities. The
impact on transition is summarised below:
As at As at
30 June 1 July
2019 Impact 2019
Note RM’000 RM’000 RM’000
(a) The associated right-of-use assets were measured using the modified retrospective approach,
for which the right-of-use assets is equal to the lease liabilities, adjusted by the amount of
any prepaid or accrued lease payments relating to that lease recognised in the financial
statements as at 1 July 2019. Accordingly, the comparative information presented is not
restated.
Group
RM’000
113
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
(a) Provide lessees with an exemption from the requirement to determine whether a COVID-
19-related rent concession is a lease modification; and
(b) Require lessees that apply the exemption to account for COVID-19-related rent concessions
as if they were not lease modifications.
The practical expedient only applies to rent concessions occurring as a direct consequence of the
COVID-19 pandemic and only if all of the following conditions are met:
(i) Changes in lease payments results in revised consideration for the lease that is substantially
the same as, or less than, the consideration for the lease immediately preceding the change;
(ii) Any reduction in lease payments affects only payments originally due on or before 30 June
2021; and
(iii) There is no substantive change to other terms and conditions of the lease.
The Group has early adopted Amendment to MFRS 16 and elected to apply the practical expedient
to all rent concession relating to leases with similar characteristics and in similar circumstances.
Consequently, the Group does not recognise changes in these lease payments as lease
modifications and instead, recognise these as variable lease payments in profit or loss. The effects
of early adoption are disclosed in Note 6.1(c) to the financial statements.
37.2 New MFRSs that have been issued, but only effective for annual periods beginning on or after
1 January 2020
The following are Standards of the MFRS Framework that have been issued by the MASB but have not
been early adopted by the Group and the Company:
The Group does not expect the adoption of the above Standards to have a significant impact on the
financial statements.
114
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
The IFRS Interpretations Committee (“IFRIC”) issued a final agenda decision on 26 November 2019 regarding
“Lease term and useful life of leasehold improvements (IFRS 16 and IAS 16)”.
The submission to the IFRIC raised a question pertaining the determination of the lease term of a cancellable
lease or a renewable lease based on the requirements of IFRS 16.B34.
Based on the final agenda decision, the IFRIC concluded that the determination of the enforceable period of a
lease and the lease term itself shall include broad economic circumstances beyond purely commercial terms.
The Group has implemented the requirements of this final agenda decision during the financial year ended
30 June 2020.
The World Health Organisation declared the 2019 Novel Coronavirus infection (“COVID-19”) a pandemic on
11 March 2020. This was followed by the Government of Malaysia issuing a Federal Government Gazette on
18 March 2020, imposing a Movement Control Order (“MCO”) effective from 18 March 2020 to 31 March 2020
arising from the COVID-19 pandemic. The MCO was subsequently extended until 12 May 2020, followed by
Conditional MCO until 9 June 2020 and then, Recovery MCO until 31 December 2020.
The enforcement of the MCO has impacted the consumer demand which resulted in the decrease in local
sales and has restricted the business operations at full capacity. There were no sales generated during the
period from 18 March 2020 until 4 May 2020 due to the closure of all local outlets. Most of the outlets have
resumed business on 5 May 2020 with the Standard Operating Procedures (“SOP”) imposed during the
Conditional Movement Control Order (“CMCO”) and subsequently replaced by Recovery Movement Control
Order (“RMCO”) with SOP remained until 31 December 2020.
In addition, management will continue to implement measures to control cost, optimising working capital,
preserving cash and streamlining the operations to minimise the impact.
Based on the assessment and information available at the date of authorisation of the financial statements,
the Group has sufficient cash flows and undrawn facilities to meet its liquidity needs in the next 12 months
after the end of the reporting period.
115
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
DIRECTORS’ Shareholdings
and Interests
In addition to the direct/indirect interests disclosed above, Yong Pang Chaun and Chong Chin Lin are deemed to
be interested in shares of the subsidiary companies to the extent the Company has an interest by virtue of their
interests in the shares of the Company.
* Deemed interest by virtue of his substantial shareholdings in Yong Pang Chaun Holdings Sdn. Bhd. and via his
spouse, Mdm. Chong Chin Lin’s direct interest.
** Deemed interest by virtue of her husband, Yong Pang Chaun’s substantial shareholdings in Yong Pang Chaun
Holdings Sdn. Bhd. and his direct interest in the Company.
^^ Deemed interest by virtue of her husband, Kumarason A/L Chandran’s direct interest in the Company.
##
Deemed interest by virtue of her husband, Ng Yun Vui’s direct interest in the Company.
116
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Analysis of
Shareholdings
117
LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 15 SEPTEMBER 2020
118
(Cont’d)
No. of Shares held or Percentage of
beneficially interested in Shareholding
No. Name Nationality Registered Holder Direct Indirect Direct Indirect
Yong Pang Chaun Incorporated - Yong Pang Chaun Holdings Sdn. Bhd. 287,763,500 – 43.739 –
1
Holdings Sdn. Bhd. in Malaysia
Analysis of Shareholdings
2 Yong Pang Chaun ** Malaysian - Yong Pang Chaun Holdings Sdn. Bhd. – 287,763,500 – 43.739
- Chong Chin Lin # – 3,219,990 – 0.489
- Yong Pang Chaun 8,191,960 – 1.245 –
3 Chong Chin Lin ** Malaysian - Yong Pang Chaun Holdings Sdn. Bhd. – 287,763,500 – 43.739
- Yong Pang Chaun * – 8,191,960 – 1.245
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Bhd - Employees
Provident Fund itigroup Nominees (Tempatan) Sdn Bhd
C 1,251,600 – 0.190 –
Board (Cont’d) - Emplys Prvnt FD BD (BNP NAJMAH EQ)
IC
Note: All names listed above as substantial shareholders are the beneficial owners even though they may not be the registered holders.
** Those whose names are preceded by a double asterisk are deemed to have an interest in the shares by virtue of Section 8 of the Companies Act, 2016.
# Deemed Interest via his spouse, Madam Chong Chin Lin’s direct interest.
* Deemed Interest via her spouse, Mr Yong Pang Chaun’s direct interest.
119
PADINI HOLDINGS BERHAD (197901005918 (50202-A))
(Cont’d)
Analysis of Shareholdings
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
Analysis of Shareholdings
(Cont’d)
120
A N N U A L R E PO RT 2 0 2 0 PADINI HOLDINGS BERHAD (197901005918 (50202-A))
Analysis of Shareholdings
(Cont’d)
121
PADINI HOLDINGS BERHAD (197901005918 (50202-A)) AN N U AL REPORT 2020
LIST OF
GROUP PROPERTIES
AS AT 30 JUNE 2020
No. 21, Lot 116, Jalan U1/20 2-storey Office 45,962/ Freehold 24.5 years 11,199,330
Glenmarie Industrial Park cum warehouse: 68,536
40000 Shah Alam Corporate
Date of Acquisition: Headquarters &
11 June 1998 central warehouse
No. 19, Lot 115, Jalan U1/20 4-storey Office 45,962/ Freehold 14 years 12,741,326
Glenmarie Industrial Park cum warehouse: 116,337
40150 Shah Alam Corporate
Date of Acquisition: Headquarters &
08 August 2003 central warehouse
No. 15, Lot 112, Jalan U1/20 4-storey Central 75,003/ Freehold 10 years 20,745,514
Glenmarie Industrial Park Warehouse with 180,070
40150 Shah Alam 1 Basement Car
Date of Acquisition: parks
24 March 2006
Lots LG 028 & 044 Retail shoplots: 1455/ Freehold 47 years 10,205,000
Lower Ground Floor utilised by a 1455
Sungei Wang Plaza subsidiary as a
Kuala Lumpur free-standing retail
Date of last revaluation: 1982 outlet
122
PADINI HOLDINGS BERHAD
(Registration No. 197901005918 (50202-A))
(Incorporated in Malaysia)
PROXY FORM
I/We,_________________________________________________________________________________________
(Full name in Block Letters and NRIC/Passport/Company No.)
of____________________________________________________________________________________________
(Address)
being a member(s) of PADINI HOLDINGS BERHAD, hereby appoint
Full Name (in Block Letters) and address NRIC/Passport No. % of Shareholding
and
Full Name (in Block Letters) and address NRIC/Passport No. % of Shareholding
or failing him/her, the CHAIRMAN OF THE MEETING as my/our proxy, to vote for me/us on my/our behalf at the Thirty
Ninth Annual General Meeting of the Company to be held on a fully virtual basis at the broadcast venue at Room 4.2,
No. 19 Jalan Jurunilai U1/20, Hicom Glenmarie Industrial Park, 40150 Shah Alam on Tuesday, 24 November 2020 at
10:00 a.m. or at any adjournment thereof.
FOR AGAINST
Ordinary Resolution 1 Directors’ Fee
Ordinary Resolution 2 Directors’ Benefits
Ordinary Resolution 3 Re-election of Mr Yong Pang Chaun
Ordinary Resolution 4 Re-election of Mr Foo Kee Fatt
Ordinary Resolution 5 Re-election of Ms Chew Voon Chyn
Ordinary Resolution 6 Re-appointment of Auditors
Ordinary Resolution 7 Retention of Independent Director – Mr Foo Kee Fatt
(With reference to the agenda set forth in the Notice of Meeting, please indicate with an “X” in the space provided above how
you wish your votes to be cast on the resolutions specified. If no specific direction as to the voting is given, the Proxy will vote
or abstain at his/her discretion.)
______________________________
Signature of Member / Common Seal
Notes:
(i) The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the
Chairman of the meeting to be present at the main venue of the meeting.
(ii) Shareholders/proxies from the public WILL NOT BE ALLOWED to attend the 39th AGM in person at the Broadcast Venue on the
day of the meeting. Please refer to the Administrative Guide if you wish to join the meeting remotely.
(iii) Shareholders are to attend, speak (including posing questions to the Board via real time submission of typed texts) and vote
(collectively, “participate”) remotely at the 39th AGM via the Remote Participation and Voting facilities (“RPV”) provided by Tricor
Investor & Issuing House Services Sdn Bhd (“Tricor”) via its TIIH Online website at https://tiih.online. Please follow the procedures
for RPV in the Administrative Guide on 39th AGM.
(iv) A member of the Company entitled to attend and vote at the above meeting, is entitled to appoint a proxy to attend and vote in
his/her stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy
without limitation.
(v) Where a member appoints more than one proxy, the appointment shall be invalid unless he/she specifies the proportions of his/
her holdings to be represented by each proxy.
(vi) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing
or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or attorney duly authorised.
(vii) The instrument appointing a proxy must be completed and deposited at the office of the Company’s Share Registrar, Tricor
Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty eight (48) hours before the time appointed for holding
the meeting or adjourned meeting (or in the case of a poll, not less than twenty four (24) hours before the time appointed for the
taking of the poll). Individual shareholders can also have the option to submit the proxy appointment electronically via TIIH online
at website https://tiih.online before the proxy form submission cut-off time as mentioned in the above. For further information on
✄
the electronic submission of proxy form, kindly refer to the Administrative Guide.
Fold this flap for sealing
AFFIX
STAMP
2020