Kanger Annual Report 2022
Kanger Annual Report 2022
Kanger Annual Report 2022
ANNUAL REPORT
2022
CONTENTS
Corporate Information 4 Audit and Risk Management Committee Report 40
Group Corporate Structure 5 Additional Compliance Information Disclosures 42
Corporate Milestones 6 Statement of Directors’ Responsibility 44
Board of Directors’ Profile 8 Financial Reports 45
Key Senior Management’s Profile 15 List of Properties 154
Management Discussion and Analysis 16 Analysis of Shareholdings 155
Corporate Governance Overview Statement 21 Analysis of Warrants Holdings 157
Sustainability Statement 32 Notice of Annual General Meeting 159
Statement on Risk Management and Internal Form of Proxy
Control Statement 37
KANGER INTERNATIONAL BERHAD I Annual Report 2022 Annual Report 2022
our
products
KANGER INTERNATIONAL BERHAD Annual Report 2022
Achieve Perfection,
Quality First
KANGER INTERNATIONAL BERHAD Annual Report 2022
CORPORATE
INFORMATION
AUDITORS
BOARD OF DIRECTORS CAS Malaysia PLT (LLP0009918-
LCA) (AF 1476)
Wu Wai Kong (Executive Director) Chartered Accountants
B-5-1, IOI Boulevard
Kuah Choon Ching (Executive Director) Jalan Kenari 5
Bandar Puchong Jaya
Low Poh Seong (Independent Non-Executive 47170 Puchong, Selangor Darul
Director) Ehsan
Malaysia
Mazlan bin Mohamad (Independent Non-Executive Tel. : (603) 8075 2300 / 80 / 81
Director) Fax. : (603) 8600 5463
GROUP
CORPORATE STRUCTURE
KANGER MEDICAL
100% INTERNATIONAL SDN. BHD. 100% COMMONMASK SDN. BHD.
(Incorporated in Malaysia)
(Incorporated in Malaysia)
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KANGER INTERNATIONAL BERHAD Annual Report 2022
CORPORATE
MILESTONES
2004
• Established Shenzhen Kanger Bamboo Wood Co., Ltd.
• Recognised as sole authorised bamboo flooring supplier of B&Q
China, which is part of Kingfisher Plc Group.
• Launched environmentally friendly bamboo flooring products 2007
under ‘Kanger’ brand.
• Invented interlocking system which enables easy installation for
some bamboo flooring products.
2008
• Ventured upstream into the manufacturing of bamboo flooring by
acquiring Ganzhou Kanger Industrial Co., Ltd.
• Commenced construction of manufacturing plant in Ganzhou city,
People’s Republic of China. 2009
• Obtained Conformitè Europëene (“CE”) marking in recognition of
compliance with European Union legislation. • Obtained trademark registration for ‘Kanger’ brand from State
Administration for Industry and Commerce of the People’s
Republic of China.
2010
• Expanded operations range to include the manufacturing of
strand woven bamboo flooring and related products by acquiring
Yanshan (County) Kanger Bamboo Industry Co., Ltd.
2011
• Entered into Research and Development Agreement with Malaysian
Forestry Research and Development Board to collaborate on
research and development.
2012 • Launched ‘KAR Masterpiece’ brand for premium strand woven
bamboo flooring and related products.
• Obtained trademark registration for ‘KAR Masterpiece’ brand.
• Improved interlocking system to facilitate easier installation
• Established first ‘KAR Masterpiece’ retail store in Shenzhen,
of flooring products and obtained a patent for this improved
People’s Republic of China.
interlocking system.
2013
• Listed on the ACE Market of Bursa Malaysia Securities Berhad
2014
• Launched new series of high-end flooring products under its brand
‘KAR ACE’ and awarded 14 ‘KAR ACE’ dealership in China in 2014.
2016
• Set up trading company in Hong Kong under Kanger Trading (HK)
Co. Limited.
• Launched new series of bamboo furniture products.
2018
• Signed distributorship agreement with Classen International GmbH
to act as exclusive distributor for CLASSEN’s products in China.
2020
• Signing of two separate lease agreements with Ganzhou Jiache
Automobile Trading Co. Ltd. and Ganzhou Fuying Kaili Hotel
Management Co. Ltd. (collectively referred to as “Lessees”) for the
2021 lease of a six-storey commercial building (AutoCity Building) and a
nineteen-storey commercial building (Hotel Commercial Building)
• Diversified into new construction business aimed at deriving respectively, to these Lessees.
synergy with the property investment and management segment.
• Acquired 51% stake in building materials supplier, Sung Master
Holdings Sdn. Bhd. for RM94.8 million. Acquired 126 units of
service apartments at Antara @ Genting Highlands for RM142.87
million. 2022
• One of the new subsidiaries, Kanger Medical International Sdn.
Bhd. is making inroads into the healthcare industry by sourcing • Our new construction and project management as well as building
for face masks and Covid-19 vaccines. material trading segments were progressing well as per plan with
close to RM200 million revenue generated during the financial year.
• Our healthcare business segment especially the mask products
were performing well too grossing RM1.3 million in revenue for the
financial year.
• We have successfully divested all the non-performing entities of
bamboo manufacturing and its related businesses in China except
for the Classen bamboo trading business.
6
Board of
Directors’
Profiles
KANGER INTERNATIONAL BERHAD Annual Report 2022
BOARD OF
DIRECTORS’ PROFILE
Wu Wai Kong
Aged 38, Male, Malaysian
From April 2013 to April 2016, he was the Managing Partner of Vittle
Tree (M) Sdn. Bhd., managing the company’s overall operations,
sales, administration and accounts. He was also involved in french
fries factory set-up and developed sales network and distribution to
South East Asia.
Occupation • Assistant General Manager, PBA (China) Co. Ltd. by PBA Group
Singapore
• Partner, China Economy Financial Holding Co. Ltd.
Any other directorships in public Nil
companies or listed corporation
Any family relationships with our Nil
Directors and/or major shareholders
Any conflict of interests with our Group Nil
Interest in securities Direct Interest: 674,530 ordinary shares
Indirect Interest: 178,000 ordinary shares held through his direct family
members
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Mr. Kuah started his career in the United Kingdom upon graduating
from the University of Sunderland. He worked in a Group of Companies,
which was involved in trading and distributing products within the
downstream of Oil and Gas Industry. He resigned and founded CCK
Petroleum Group in 2007 and is the Group Managing Director of CCK
Group today. Under his leadership, the Group has seen significant
growth and has expanded its operations to cover international marine
oil bunkering, oil tanker carrier operation, marine lubricants and marine
oil trading. Due to his diverse experience, he was later appointed as
an Executive Director of Dnonce Technology Berhad on 2 May 2018
and was subsequently promoted to Chief Executive Officer (“CEO”)
on 1 September 2018. During his tenure in Dnonce Technology
Berhad, he spearheaded corporate exercises such as fund raising,
diversification and share buy-back exercises for the company. As the
CEO, he played an active role in streamlining the diverse operations
of the Group through an agile, focus-based strategy. Mr. Kuah is very
well-versed in various industries, such as manufacturing and printing
for the glove making, medical, electrical and electronics, automotive
industries and more.
Occupation Company Director
Any other directorships in public Nil
companies or listed corporation
Any family relationships with our Nil
Directors and/or major shareholders
Any conflict of interests with our Group Nil
Interest in securities 74,051,317 ordinary shares
2,500,000 warrants
Other than traffic offences, the list of Nil
convictions for offences within the past
5 years and particulars of any public
sanction or penalty imposed by the
relevant regulatory bodies during the
financial year, if any
No. of Board meetings attended 9 out of 9
in the financial year
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Dato’ Azmil had served the Ministry of Foreign Affairs, Malaysia for
almost 30 years and retired in August 2021.
Occupation Company Director
Any other directorships in public APM Automotive Holdings Berhad
companies or listed corporation
Any family relationships with our Nil
Directors and/or major shareholders
Any conflict of interests with our Group Nil
Interest in securities Nil
Other than traffic offences, the list of Nil
convictions for offences within the past
5 years and particulars of any public
sanction or penalty imposed by the
relevant regulatory bodies during the
financial year, if any
No. of Board meetings attended Nil
in the financial year
13
KEY SENIOR
MANAGEMENT’S
PROFILES
KANGER INTERNATIONAL BERHAD Annual Report 2022
KEY SENIOR
MANAGEMENT’S PROFILES
Mr. Wu Wai Kong is currently the Executive Director of the Group. He oversees overall business operation and
development of the Group.
His details are set out in the Board of Directors’ Profile on pages 8 of the Annual Report.
Mr. Kuah Choon Ching is currently the Executive Director of the Group. He oversees overall business operation and
development of the Group.
His details are set out in the Board of Directors’ Profile on page 10 of the Annual Report.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
MANAGEMENT DISCUSSION
AND ANALYSIS
COMPANY PROFILE
Kanger International Berhad and its subsidiaries (“Kanger” or “the Group”) is principally involved in the following
business activities: -
In June 2021, the Group expanded into the construction business to diversify its revenue stream. The business
encompasses, amongst others, the following: -
(i) Building construction which consists of construction of structures and buildings for residential and non-
residential purposes;
(ii) Civil engineering which consists of construction of infrastructure such as roads and highways, utility structures,
bridges, stadiums and railways; and
(iii) Other construction related activities which consist of project management services, mechanical and electrical
works, refrigeration and air-conditioning works, painting works, plumbing, sewerage and sanitary works,
glass works, carpentry as well as tiling and flooring works
The Group has also recently expanded its service offering within the construction segment through the acquisition
of a 51% stake in Sung Master Holdings Sdn. Bhd. (“Sung Master”), which is principally involved in the sales and
trading of building materials such as timber flooring, tiles, bulk cement, concrete, locksets, and sanitary ware.
Kanger aims to establish itself as a formidable construction player, leveraging on its business network and actively
tendering for new construction jobs. At present, the Group has a construction orderbook worth RM850 million.
In August 2021, Kanger Medical International Sdn. Bhd. (“KMI”), a wholly-owned subsidiary of Kanger, has
ventured into the distribution and sale of high-quality 4-ply surgical face masks under the brand, “CommonMask”.
The venture into the distribution and sale of face masks is in line with the Group’s aspiration to grow its new
healthcare business. In line with the lifestyle aspect of wearing masks, the Group has launched its first range of
premium 4-ply surgical face masks which are designed to provide superior comfort and protection with various
colours.
With safety as our top priority, the masks have received certifications by the Medical Device Authority (“MDA”),
the CE mark, and ISO 13485:2016. The masks are manufactured locally in Malaysia.
“CommonMask” are available for online purchase via its website, https://commonmask.co and at selected retail
pharmacies and supermarkets since September 2021.
Kanger was previously focused on manufacturing and trading of bamboo flooring, furniture, and bamboo-related
products for residential and commercial markets, in conjunction with an original equipment manufacturer (“OEM”)
to fulfill customers’ demand.
As part of its long-term strategy, the Group is streamlining its businesses to focus mainly on the construction
segment. To meet this objective, the Group has disposed its China subsidiaries, Ganzhou Kanger Industrial
Co. Ltd (“Ganzhou Kanger”), which is involved in bamboo manufacturing and trading as well as property and
investment management and Yanshan (County) Kanger Bamboo Industry Co. Ltd. (“Yanshan Kanger”) which is
involved in manufacturing and trading of bamboo flooring and related products.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group’s aim is to continuously seek for suitable and viable acquisition opportunities in strategic locations
which may include, amongst others, acquisition of property projects to expand the contribution of the property
and investment management segment.
As a start, Kanger has expanded its international portfolio of investment properties into Genting Highlands in
January 2021 with the acquisition of 126 units of serviced apartments located on 30th to 45th floors of Tower A,
Antara Genting Highlands Resort Suites (“Antara @ Genting Highlands”). It is located approximately 850 meters
away from SkyAvenue, a prominent shopping mall of Genting Highlands.
OPERATIONAL HIGHLIGHTS
The financial year ended 31 March 2022 (“FYE 2022”) was a transformative year for us at Kanger, with the objective of
streamlining our business to focus on the construction segment, as well as to unlock the value and monetise Kanger’s
investment in Ganzhou Kanger, which is primarily involved in manufacturing and trading of bamboo flooring and related
products along with property investment and management.
We are pleased to share with you the major developments taken to shape our Group into a more diversified and resilient
listed entity.
CONSTRUCTION BUSINESS
Kanger diversified into the construction business with the purpose of expanding its sources of revenue. In our view,
this new construction business may also generate synergies with the property investment and management segment,
by leveraging on the segment’s existing business network of property developers and owners to tender for new
construction contracts.
In September 2021, Kanger acquired a 51% stake in building materials supplier, Sung Master, for RM94.8 million which
was satisfied via a combination of cash and new share issuance. This acquisition would enable the Group to have an
immediate expansion in respect of its market presence and operational capacities, and to capture larger market share
in the trading of building materials industry in Malaysia.
It was an important action taken as part of the Group’s strategic plans to develop new income streams that are
complementary to Kanger’s recent diversification into the property related and construction business segments.
Sung Master is primarily involved in the sales and trading of building materials, which include, timber flooring, tiles,
bulk cement, concrete, locksets, and sanitary ware.
At present, Sung Master is solely serving the Malaysian market. Its customers are mainly property developers and
construction companies as well as engineering consultants who are either main contractors or sub-contractors of
development projects.
Since the diversification, the construction business has overtaken the bamboo manufacturing and trading segment as
the main revenue contributor to the Group.
BAMBOO BUSINESS
In March 2022, Kanger has disposed 100% equity interest in Ganzhou Kanger and Yanshan Kanger for a cash
consideration of RMB30.2 million (approximately RM20 million).
Ganzhou Kanger is a wholly-owned subsidiary of Kanger Investment (HK) Limited, which is in turn a wholly-owned
subsidiary of Kanger while Yanshan Kanger is a wholly-owned subsidiary by Ganzhou Kanger.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The principal activities of Ganzhou Kanger are manufacturing and trading of bamboo flooring and related products,
as well as property investment and management. Yanshan Kanger has ceased operations in 2019 and was formerly
involved in the manufacturing and trading of bamboo flooring and related products.
The disposal is in line with Kanger’s objective of restructuring its business to focus on growing its core construction
segment moving forward. Earlier in December 2021, Kanger had also disposed its wholly-owned subsidiary, Shenzhen
Kanger Holding Co. Ltd. for a consideration of RM3.0 million (approximately RM2.0 million).
REVIEW OF FINANCIAL PERFORMANCE
Revenue
There is no direct comparative figure to the preceding year’s corresponding period following a change in the Group’s
financial year end from December to March. To recap, financial year end 2021 covered an extended 15-month reporting
period between 1 January 2020 to 31 March 2021.
In FYE 2022, the Group recorded a total revenue of RM222.7 million. Our new construction and project management
as well as building material trading segments delivered commendable progress and generated revenue of RM215.5
million. This segment is now the largest revenue contributor to the Group, representing 97% of total revenue.
RM6.3 million was derived from the manufacturing and trading of bamboo flooring segment. Moving forward,
contribution from this division will be negligible as the Group has successfully divested the subsidiaries related to
bamboo manufacturing and its related businesses in China except for the Classen bamboo trading business.
Being newly established, the healthcare business segment has started to gain traction. Sale of masks products
contributed RM0.9 million to the healthcare business segment.
During the year under review, the Group recorded a series of non-recurring expenses totaling RM25.2 million during
the year.
These included:
As a result, the Group registered a loss before tax of RM150.8 million in FYE 2022.
Assets
As at 31 March 2022, the Group’s total assets decreased to RM319.1 million, as compared to RM414.9 million as at
31 March 2021. The decrease was mainly due to a decline in non-current assets which stood at RM182.8 million from
RM280.8 million earlier.
Property, plant and equipment decreased to RM13.4 million from RM77.2 million previously whilst investment properties
declined to RM71.4 million as compared to RM185.1 million. This was mainly due to the disposal of Ganzhou Kanger
and Yanshan Kanger involving the bamboo businesses and two investment properties in China.
Liabilities
Total liabilities decreased from RM142.4 million to RM15.0 million as at 31 March 2022. The decrease was mainly due
to decline in trade and other payables to RM5.7 million from RM69.0 million and reduction in bank borrowings to RM2.6
million from RM62.9 million earlier. The decrease in bank borrowings was due to adjusted deconsolidation of the total
borrowings of Ganzhou Kanger group of companies which amounted to RM63.4 million.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Shareholders’ equity
During the financial year, the Group has increased its share capital from RM259.1 million to RM425.3 million through
the following:
(a) issuance of 231,086,249 new ordinary shares at an exercise price of RM0.05409 – RM0.05410 per ordinary share
for a total cash consideration of RM12,499,999 and fair value of RM2,109,587 pursuant to the Company’s Shares
Issuance Scheme (“SIS”);
(b) issuance of 1,700,011,579 new ordinary shares for a total cash consideration of RM102,000,695 and fair value
of (RM38,930) pursuant to the Company’s renounceable rights issue of 1,700,011,579 new ordinary shares in
the Company (“Rights Shares”) on the basis of 1 Rights Shares for every 1 existing ordinary share held together
with 1,700,011,579 free detachable warrants (“Warrants B”) on the basis of 1 warrant for every 1 Rights Shares
subscribed by the entitled shareholders;
(c) issuance of 769,513,179 new ordinary shares for a total cash consideration of RM46,170,791 pursuant to the
Company’s Share Subscription;
(d) issuance of 713,157,273 new ordinary shares for a total cash consideration of RM42,789,436 as part of the
purchase consideration for 51% equity stake in Sung Master;
(e) issuance of 500,000 new ordinary shares for a total cash consideration of RM25,000 and fair value of RM11,450
pursuant to the conversion of Warrants B at an exercise price of RM0.05 per share; and
(f) an amount of RM470,844 was utilised out of the share capital for share issuance expenses.
The new ordinary shares issued during the financial year ranked pari passu in all respect of the distribution of dividends
and repayment of capital with the existing ordinary shares.
In addition to the various fund raising exercises undertaken by the Group to fund new expansion and for working
capital requirements, in February 2022, Kanger completed the consolidation of shares of every 10 ordinary shares
in Kanger into 1 Kanger share following the listing of and quotation for 597.9 million consolidated shares and 170.0
million consolidated warrants B.
RISKS
Inflation rates are increasing rapidly across many countries. Construction materials such as lumber, steel and other
materials have also experienced a surge in prices. Earlier lockdowns due to Covid-19 around the world have caused
supply chain disruptions.
Prolonged interruption in the supply of construction materials and volatile fluctuations in the cost of construction
materials will materially affect the Group’s business operations and profitability.
To mitigate the supply chain risk, we have implemented plans such as effective management on raw materials usage
at project sites and established good and close relationships with our long-term suppliers.
Labour Issues
The construction industry is labour intensive. In April 2022, the Indonesian government has imposed another freeze on
its workers entering Malaysia due to claims of a breach of a memorandum of understanding (“MoU”) signed between
both countries on the import of domestic workers from the republic. Earlier in December 2021, Indonesia has already
enforced a freeze on its workers pending the signing of the MoU on the matter. If such a condition persists, it could
potentially impact our operations and timely deliveries of projects.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
As Kanger started to diversify into construction business, we are still aiming to secure the Grade G7 contractor license
from the Construction Industry Development Board (“CIDB”). There are approximately more than 8,500 contractors
were registered with Grade G7. With the high number of players in this industry, Kanger is operating in a fragmented
construction industry.
Due to the nature of construction industry, projects are normally awarded on a project-to-project basis. There is no
assurance of continuity from one project to the next project and there is intense competition. We are committed to
ensure that we maintain our competitive advantage by focusing on quality and timely delivery of projects.
FUTURE PROSPECTS
The Malaysian economy registered a positive growth of 5.0% in the first quarter of 2022 following an improving domestic
demand as economic activity continued to normalize following the easing of containment measures. In the meantime,
the domestic economy is anticipated to improve further in 2022, with growth projected at 5.3% to 6.3% as announced
in March 2022 (Source: Bank Negara Malaysia).
In Budget 2022, RM3.5 billion has been allocated for infrastructure projects on top of a RM2.9 billion allocation for
small and medium projects. Thus, the prospect of the construction industry in 2022 is expected to improve with mega
infrastructure projects such as the Pan Borneo Highway, East Coast Rail Link (ECRL) and Mass Rapid Transit Line 3
(MRT3) in the pipeline.
With the reopening of Malaysia’s international borders on 1 April 2022, tourist arrivals have surpassed 2 million in the
period of 1 April 2022 until 21 June 2022. In addition, according to the Ministry of Tourism, Arts and Culture, the target
of foreign tourist arrivals has been further revised to 4.5 million. The recovery of the domestic and international tourism
sector will augur well for the Group’s property investment in Genting Highlands.
As part of our strategy to expand the construction segment, the Group has lined up several growth initiatives through
organic and inorganic means with the long term objective of increasing the financial performance of the construction
business going forward.
Furthermore, the Group is continuously looking for suitable and viable acquisition opportunities in strategic locations
to expand the contribution of the property investment and management segment of our Group.
Given the recent rise in Covid-19 cases and uncertainties due to the geopolitical tensions and supply chain disruptions,
we are cognisant on the challenges ahead and will exercise prudence in our business expansion strategy.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
Our Board of Directors (“Board”) presents this Corporate Governance (“CG”) Overview Statement (“Statement”) to
provide shareholders and investors with an overview of the CG practices of the Company under the leadership of the
Board during the FYE 2022. This overview takes guidance from the key CG principles as set out in the Malaysian Code
on Corporate Governance 2021 (“MCCG”).
This Statement is prepared in compliance with ACE Market Listing Requirements (“ACE LR”) of Bursa Malaysia
Securities Berhad (“Bursa Securities”) and it is to be read together with the CG Report 2022 of the Company (“CG
Report”) which is available at the Company’s website, http://www.krbamboo.com.
Our Board is responsible for the leadership, oversight and long-term success of our Group. Our Board has
established a Board Charter to provide guidance and clarity for Directors and Management with regard to the
functions reserved for Board and those to be delegated to Management.
Our Board has reserved a formal schedule of matters for its decision making to ensure that direction and control
of our Group are firmly in its hands.
As part of its efforts to ensure the effective discharge of its duties, our Board has delegated certain functions
to respective Board Committees with each operating within its clearly defined Terms of Reference (“TOR”). The
Chairman of each Committee will report to our Board on the outcome of the Committee’s meetings which also
include the key issues deliberated at the Committee’s meetings.
Our Board has put in place the following Board Committees to assist in carrying out its fiduciary duties:
The ARMC, NC and RC have their written TOR clearly outlining their objectives, duties and powers. The final
decisions on all matters are determined by our Board as a whole.
The SISC operates in accordance with the By-Laws. The number and proportion of the Company’s shares to be
issued shall be determined at the sole discretion of the SISC.
During the FYE 2022, Datuk Nur Jazlan bin Mohamed is our Independent Non-Executive Chairman and he had
resigned on 10 January 2022.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Chairman holds a non-executive position and is primarily responsible for the leaderships, effectiveness,
conduct and governance of the Board. The Executive Directors leads the Management of the Company and
has overall responsibility for the day-to-day management of the Group’s operations and business as well as the
implementation of the Board’s policies and decisions.
The roles and responsibilities of the Chairman and Executive Director are spelt out in our Board Charter which
is available on our website at www.krbamboo.com.
The Board is assisted by an experienced, competent and knowledgeable Company Secretary who give clear
and sound advice on regulatory and governance matters to the Board. The Board has unrestricted access to the
advice and services of the Company Secretary.
The Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper
records of the proceedings and resolutions passed are recorded and maintained in our statutory records. The
Company Secretary also keeps abreast of the evolving capital market environment, regulatory changes and
developments in CG through continuous training, and updates our Board regularly on the latest regulatory updates.
Agendas and discussion papers are circulated at least seven (7) days prior to our Board and Board Committees
meetings to allow the Directors and Board Committee Members to study, evaluate the matters to be discussed and
subsequently make effective decisions. Procedures have been established concerning the content, presentation
and timely delivery of the discussion papers for each meeting of our Board and Board Committee meetings as
well as matters arising from such meetings. Actions or updates on all matters arising from any meetings are
reported in the subsequent meetings.
Notices on the closed periods for trading in the Company’s securities in accordance with Chapter 14 of the ACE
LR of Bursa Securities are served to the Directors prior to the commencement of the closed periods.
In between Board meetings, approvals on matters requiring the sanction of our Board are sought by way of
circular resolutions enclosing all the relevant information to enable our Board to make informed decisions. All
circular resolutions approved by our Board are tabled for notation at the subsequent Board meeting. Our Board
also perused the decisions deliberated by the Board Committees through minutes of these Board Committees
meetings. The Chairman of the respective Board Committees is responsible for informing our Board at the Board
meetings of any salient matters which may require our Board’s discretion.
The Board Charter sets out the role, composition and responsibilities of our Board. It outlines processes and
procedures for our Board and its Committees in discharging their stewardship effectively and efficiently.
The specific duties of our Board and a formal schedule of matters reserved for our Board and those delegated
to the Management are spelt out in our Board Charter. It is the practice of our Board to deliberate on significant
matters that concern the overall Group business strategy, acquisition or divestment, business expansion, major
capital expenditures and significant financial matters as well review of the financial and operating performances
of our Group.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Our Group has in place codes of ethics for Directors and employees based on four elements which are sincerity,
integrity, responsibility and corporate responsibility. The Code of Business Conduct & Ethics is disclosed on our
website at www.krbamboo.com.
We recognise that any genuine commitment to detect and preventing actual or suspected unethical, unlawful,
illegal, wrongful or other improper conducts must include a mechanism whereby employees can report their
concerns freely without fear of reprisal or intimidation. Any report received will be investigated and appropriate
actions shall be taken by Human Resources Department.
Our Board has also established a Whistleblowing Policy and Procedure to provide an avenue for all employees
of our Group and members of the public to disclose any improper conduct within our Group, and to provide
protection for employees and members of the public who report such allegation. The Whistleblowing Policy and
Procedure is disclosed on our website at www.krbamboo.com.
Our Group has adopted an Anti-Bribery and Corruption Policy to prevent the occurrence of bribery and corruption
practices in relation to the businesses of the Group. Our Group strictly prohibits all forms of bribery and corruption
and will take all necessary steps to ensure that it complies with and conducts its business with transparency.
During FYE 2022, our Board comprises one (1) Independent Non-Executive Chairman, two (2) Executive Directors,
and two (2) Independent Non-Executive Directors. This composition ensures that at least half (1/2) of the Board
comprises of Independent Non-Executive Directors which fulfils the requirement of Rule 15.02 of the ACE LR of
Bursa Securities and adopted the Practice 5.2 of MCCG.
The current composition of our Board has the right mix of industry specific knowledge, broad-based business
and commercial experience together with independent judgement on matters of strategy, operations, resources
and business conduct. The roles of the Independent Non-Executive Chairman, the Executive Directors and the
Independent Non-Executive Directors are distinct and separate with a clear division of responsibilities to ensure
a balance of power and authority.
The number of Independent Directors is adequate to provide the necessary check and balance to our Board’s
decision-making process. The Independent Non-Executive Directors have fulfilled their role as Independent
Directors through objective participation in the Board deliberations and the exercise of unbiased and independent
judgement.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The tenure of an Independent Director should not exceed a cumulative term limit of nine (9) years. Upon completion
of the nine (9) years, an Independent Director may continue to serve on our Board as a Non-Independent Director,
unless the Board provides justification and shareholders’ approval is sought through a two-tier voting process
at an Annual General Meeting (“AGM”) of the Company for the Director concerned to continue to serve as an
Independent Director.
The independence of a Director is measured based on the criteria prescribed under the ACE LR of Bursa Securities
in which such Director should be independent and free from any business or other relationship that could interfere
with the exercise of independent judgement or the ability to act in our best interests.
None of the Independent Non-Executive Directors of the Company has served more than nine (9) years on our
Board as at the date of this Statement.
The Company does not practice any form of gender, ethnicity and age group biasness as all candidates for either
Board or Senior Management team shall be given fair and equal treatment.
The Board recognises that a gender-diverse Board could offer greater depth and breadth whilst the diversity at
Senior Management would lead to better decision-making.
The Board has not set any target or establish any policy for diversity, but it is moving towards a more gender and
ethnicity equality. The Board will focus on getting the participation of women and those of different ethnicity on
its Board and within Senior Management and the person selected must be able to contribute positively to the
development of the Group.
Appointment of Directors
Our Board believes that individuals who are nominated to be a Director should have demonstrated notable or
significant achievements in business, education or public service; should possess the requisite intelligence,
education and experience to make a significant contribution to our Board and bring a range of skills, diverse
perspectives and backgrounds to its deliberations and should have the highest ethical standards, a strong sense
of professionalism and intense dedication to serve the interests of the shareholders. In identifying candidates
for appointment to our Board, our Board may rely on recommendations from existing Board members, major
shareholders, the Management or independent sources.
The NC oversees the selection criteria and recruitment process and recommends to our Board, candidates for
any directorships taking into consideration the candidates’:
The candidate is then recommended to our Board for approval before his/her appointment.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Re-election of Directors
In accordance with our Constitution, one-third of the Directors for the time being or if the number is not three (3)
or multiple of three (3) then the number nearest to one-third shall retire from office at the AGM provided always
that all Directors including a Managing Director or Deputy Managing Director shall retire from office once at least
in each three (3) years but shall be eligible for re-election. The re-election of the retiring Directors who offered
themselves for re-election are subject to the approval by shareholders at the AGM. In addition, any Director who
is appointed either to fill a casual vacancy or as an additional Director, shall hold office only until the next AGM
and shall be eligible for re-election, but shall not be taken into account in determining the number of Directors
who are to retire by rotation at such meeting.
Mr. Kuah Choon Ching and Dato’ Azmil bin Mohd Zabidi, who are retiring at the forthcoming Ninth (9th) AGM
have offered themselves for re-election and recommended by the Board for shareholders’ approval.
No. of NC Meetings
attended/held for
Name Position the FYE 2022
Dato’ Azmil bin Mohd Zabidi Chairman Nil (1)
(Independent Non-Executive Director)
(Appointed on 8 April 2022)
Datuk Nur Jazlan bin Mohamed Chairman 1/1
(Independent Non-Executive Chairman)
(Resigned on 10 January 2022)
Low Poh Seong Member 2/2
(Independent Non-Executive Director)
Mazlan bin Mohamad Member 2/2
(Independent Non-Executive Director)
Notes:
(1)
Dato’ Azmil bin Mohd Zabidi was appointed as Chairman of NC after the FYE 2022.
The NC is empowered by our Board and its TOR to bring to our Board recommendations as to the appointment of
new Directors. The NC reviews the required mix of skills, experience, diversity and other qualities of the Directors,
including core competencies. The NC also makes assessment on the effectiveness of our Board and evaluation
of individual Directors and Board Committees of our Board as a whole.
The NC had undertaken the following activities for the FYE 2022:
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Our Directors are encouraged to attend continuing education programs and seminars to keep abreast with current
developments in the market place and new statutory and regulatory requirements.
All members of our Board have attended the Mandatory Accreditation Programme prescribed by Bursa Securities.
During the FYE 2022, all the Directors continuously received briefings and updates on the new regulations and
statutory requirements, particularly on the changes or amendments made to the ACE LR, application and adoption
of best practices as recommended under the MCCG, circulars/directives/guidelines/consultation papers issued
by Bursa Securities, Securities Commission Malaysia and Companies Commission of Malaysia respectively.
In addition, the Directors had also attended the training programs and seminars as listed below:
Our Directors will continue to undergo relevant training programs to further enhance their skills and knowledge
in the discharge of their stewardship role.
Our Board does not have any formal remuneration policy. Notwithstanding that, RC is guided by the TOR of
RC to recommend to our Board a Remuneration Framework on the fee structure and level of remuneration for
the Executive Directors as well as remuneration package for Non-Executive Directors. The determination of
remuneration packages of Non-Executive Directors is a matter for our Board as a whole.
For the FYE 2022, the RC had reviewed the remuneration package of our Executive Directors and Non-Executive
Directors.
The proposed remuneration of Non-Executive Directors is reviewed and recommended by the RC to the Board
for deliberation which comprises the following:
Directors’ Fees hese fees are payable to Non-Executive Directors and are recommended by our Board
T
for the approval of the shareholders at AGM.
Meeting Allowance This allowance is payable only to the Non-Executive Directors for attendance of
our Board and Board Committees meetings. The meeting allowance, if any, will be
recommended by our Board for shareholders’ approval at the AGM.
The Directors’ Fees recommended to the shareholders’ approval for the financial years ending 31 March 2022,
31 March 2023 and 31 March 2024 are RM300,000 per financial year.
The interested Directors are abstained from deliberation and voting on their own respective remuneration.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
No. of RC Meetings
attended/held for
Name Position the FYE 2021
Dato’ Azmil bin Mohd Zabidi Chairman Nil (1)
(Independent Non-Executive Director)
(Appointed on 8 April 2022)
Datuk Nur Jazlan bin Mohamed Chairman 1/1
(Independent Non-Executive Chairman)
(Resigned on 10 January 2022)
Low Poh Seong Member 2/2
(Independent Non-Executive Director)
Mazlan bin Mohamad Member 2/2
(Independent Non-Executive Director)
Notes:
(1)
Dato’ Azmil bin Mohd Zabidi was appointed as Chairman of RC after FYE 2022.
The SISC was established by the Board on 20 November 2019 to administer and manage the Share Issuance
Scheme comprising Share Option Scheme and Share Grant Scheme (collectively known as “Share Option
Scheme”) in accordance with the By-Laws.
Name Position
Kuah Choon Ching Chairman
(Executive Director)
Wu Wai Kong Member
(Executive Director)
Datuk Nur Jazlan bin Mohamed Member
(Independent Non-Executive Chairman)
(Resigned on 10 January 2022)
The Share Option Scheme will allow the Company to grant the share options to all the eligible persons of the
Company and its subsidiaries (“Group”) (excluding subsidiaries which are dormant) as a recognition of their
performance and contribution to the Group.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The details of the remuneration of Directors on named basis for the FYE 2022 were as follows:
Salaries,
other
Directors’ emoluments
fees and benefits Allowances Total
(RM’000) (RM’000) (RM’000) (RM’000)
Executive Directors
(i) Wu Wai Kong – 350 7.2 357.2
(ii) Kuah Choon Ching – 365 7.2 372.2
Subtotal – 715 14.4 729.4
Non-Executive Directors
(i) Low Poh Seong 36 – 7.2 43.2
(ii) Mazlan bin Mohamad 36 – 5.6 41.6
(iii) Datuk Nur Jazlan bin Mohamed
(Resigned on 10 January 2022) 93.3 – 6.4 99.7
Subtotal 165.3 – 19.2 184.5
Grand Total 165.3 715 33.6 913.9
2.11 Remuneration of Senior Management
The remuneration packages of the Senior Management are determined with the objective to attract, retain and
reward the Senior Management who run the operations of our Group. The remuneration packages of the Senior
Management of our Group consist of both fixed and performance-linked elements. The fixed components include
salaries and ordinary contractual entitlements. The performance-linked component includes a discretionary
bonus payment taking into consideration our Group and individual performances and never of a percentage
of the Group’s revenue. There are no other incentives or compensation for ‘loss of employment’ or termination
benefits. It is commercially disadvantageous to disclose the remuneration of our Top Senior Management in this
very competitive environment. The recruitment and retention of key technical/managerial personnel is challenging
and is a key focus of our Human Resource policy. Remuneration remains an important consideration in this regard.
The remuneration of the Key Senior Management of the Company for the FYE 2022 is as follows:
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The ARMC comprises solely of three (3) Independent Non-Executive Directors, which comply with the following
prescribed requirements:
• Rule 15.09(1)(b) of the ACE LR which stipulates that “all the audit committee members must be non-executive
directors, with a majority of them being independent directors”; and
• Step Up Practice 9.4 of the MCCG which recommends that the ARMC should comprise solely of Independent
Directors.
During the FYE 2022, the Chairman of ARMC is Mr. Low Poh Seong while the Chairman of the Board is Datuk
Nur Jazlan bin Mohamed. Datuk Nur Jazlan bin Mohamed resigned as member of ARMC on 10 January 2022
and subsequently, Dato’ Azmil bin Mohd Zabidi was appointed as a member of ARMC on 8 April 2022.
Practice 9.2 of the MCCG requires the ARMC to have a policy that requires a former audit partner to observe a
cooling-off period of at least three (3) years before being appointed as a member of the ARMC.
As a matter of practice, the ARMC has recommended to the NC not to consider any former audit partner as a
candidate for Board Directorship/Audit Committeeship to solidify the ARMC’s stand on such Policy.
In accordance with the TOR of the ARMC, the ARMC would on an annual basis, reviews and monitors the
suitability, objectivity and independence of the External Auditors. The ARMC sets policy and procedures on the
provision of non-audit services by the External Auditors.
The ARMC will review, consider, and assess the suitability, objectivity, independence, credential and resources
in performing the audit on the External Auditors annually before recommending to our Board for approval.
The Company had appointed CAS Malaysia PLT as the new External Auditors on 10 February 2021. Upon review
the performance of the CAS Malaysia PLT in performing the audit for FYE 2022, the ARMC recommended to
our Board for the re-appointment of CAS Malaysia PLT as our External Auditors for the financial year ending 31
March 2023. Our Board has in turn, recommended the same for shareholders’ approval at our forthcoming Ninth
(9th) AGM.
Our Board ensures that the ARMC as a whole is financially literate and has sufficient understanding of our Group’s
business. The ARMC would also review and provide advice on the financial statements which give a true and
fair view of our financial position, financial performance and cash flows position.
Our Board provides our shareholders with the Audited Consolidated Financial Statements and quarterly reports
(interim reports) on a timely basis. The ARMC reviews the quarterly reports and Audited Consolidated Financial
Statements, before the approval by our Board, focusing particularly on:
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Board is committed to ensuring that the Group has a sound system of risk management and internal control
to safeguard shareholders’ investments and the Group’s assets.
The Group has an ongoing framework for identifying, evaluating and managing key risks in the context of its
business objectives. These processes are embedded within the Group’s overall business operations and are
guided by operational manuals, policies and procedures and are regularly reviewed by the Board.
Further details of the risk management framework and internal control function are set out in the Statement on
Risk Management and Internal Control of this Annual Report.
Our Board is aware of our commitment to enhance long term shareholders’ value through regular communication
with all our shareholders, regardless of individual or institutional investors.
We have adopted a Corporate Disclosure Policy, which is applicable to our Board and all employees of our
Group, in handling and disclosing material information to the shareholders and the investing public. The following
communication channels are mainly used by us to disseminate information on a timely basis to the shareholders
and the investing public:
a) General meeting which is an important forum for shareholders to engage with our Directors and Senior
Management;
b) Annual Report communicates comprehensive information on the businesses, financial results, governance
and key activities undertaken by our Group;
c) Company’s announcements, quarterly financial results and other corporate disclosures to Bursa Securities
are available on the website at www.bursamalaysia.com, as well as on our website at www.krbamboo.
com; and
d) Press releases provide up-to-date information on our Group’s key corporate initiatives and investments, if
any.
Where possible and applicable, our Group provides additional disclosure of information on a voluntary basis.
Our Board believes that an on-going communication with shareholders is vital to shareholders and investors in
order for them to make informed investment decisions.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
We had convened and held one (1) AGM and three (3) Extraordinary General Meetings (“EGM”) during the FYE
2022 with sufficient notice served to the shareholders as detailed below:
Date of General Meeting Type of General Meeting Notice Date Notice Period
28 June 2021 EGM 11 June 2021 16 clear days
27 July 2021 EGM 12 July 2021 14 clear days
30 September 2021 AGM 30 August 2021 29 clear days
12 January 2022 EGM 21 December 2021 21 clear days
The attendances of Directors at the four general meetings held during the FYE 2022 are as follows:
Our management team was also present at the general meetings to respond to the queries raised by shareholders,
proxies and corporate representatives present. The Chairman of the general meetings provided sufficient time
for the shareholders, proxies and corporate representatives present to ask questions for each agenda as set out
in the notice before putting the resolutions to vote.
6.3 Voting
The Company had conducted the poll voting for all resolutions as set out in the notice of general meetings held
during the FYE 2022 in accordance with Rule 8.31A of the ACE LR of Bursa Securities.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
SUSTAINABILITY
STATEMENT
At Kanger International Berhad and its subsidiaries, sustainability is our commitment to create long-term value for our
shareholders, employees, customers, community and the environment.
To ensure long-term sustainability, Kanger made the decision to diversify into the construction and healthcare industries.
Via the diversification, this enables us to expand our revenue streams and to capitalise on the favourable long-term
prospects of both of these industries.
We are pleased to present our Sustainability Statement (“Statement”) as we outline the Group’s sustainability-related
efforts undertaken throughout the reporting period. This Statement provides a narrative of Kanger’s commitment in
addressing the economic, environmental and social (“EES”) impacts across the Group.
This statement covers the Group’s 12 month operations from 1 April 2021 to 31 March 2022. Information presented
in this Statement covers the Group’s major operations in Malaysia, and excludes our bamboo processing business in
the People’s Republic of China (“PRC”) as the related subsidiaries have been disposed.
As we grow our construction business, we aim to provide further insight and disclosure into our sustainability practices
moving forward.
Reporting Guidelines
This Statement has been prepared in accordance with the ACE LR and in reference to Bursa Securities’s Sustainability
Reporting Guide and Toolkits (2nd Edition). We have also aligned our sustainability strategies presented in this report
with 5 of the United Nations Sustainability Development Goals (“UN SDGs”), as shown below.
Ensure healthy Promote sustained, Build resilient Ensure sustainable Protect, restore and
lives and promote inclusive and infrastructure, consumption and promote sustainable
well-being for all at sustainable promote inclusive production patterns use of terrestrial
all ages economic growth, and sustainable ecosystems,
full and productive industrialization and sustainably manage
employment and foster innovation forests, combat
decent work for all desertification, and
halt and reverse
land degradation
and halt biodiversity
loss
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Sustainability Statement
(cont’d)
Our Sustainability Policy defines our commitment as we strive to integrate sustainability-related practices into our
daily operations.
SUSTAINABILITY GOVERNANCE
The Board of Directors of Kanger has the ultimate responsibility to oversee the Group’s sustainability strategies and
performance. They are supported by members of the Senior Management from various relevant departments, who are
responsible to implement sustainability strategies in the daily business operations.
Aside from the above-mentioned structure, sustainability governance is also driven through Kanger’s formalised policies
and procedures, and adherence to industry and regulatory standards and laws.
STAKEHOLDER ENGAGEMENT
We endeavour to operate our business in a responsible manner that addresses stakeholder concerns. The stakeholders
below have been identified as critical to our performance and long-term business strategy.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Sustainability Statement
(cont’d)
MATERIALITY MATTERS
Our approach towards identifying the Group’s material topics follows the following process:
For FYE 2022, we identified the following material sustainability matters that relate to our Group as follows:
ECONOMIC IMPACT
Economic Performance
Our economic performance is vital to the Group’s longevity and in maintaining business continuity. With our diversification
into the construction and healthcare sectors, these sectors have successfully gained traction as we secure new
customers and expand our market share. The construction segment is now the largest revenue contributor to the Group.
To maximise economic returns, we strive to manage our costs effectively and are continuously on the lookout for
opportunities that are complementary and synergistic to the Group’s business activities that will bring long-term value
to our shareholders.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Sustainability Statement
(cont’d)
Customers
Our customers are a key stakeholder group and play an important role in our business sustainability. The establishment
of long-term customer relationships by delivering a high level of customer satisfaction is our top priority. Hence, we
have regular engagements with customers to obtain feedback in relation to the level of satisfaction on our products
and services.
In our construction segment, we strive to deliver good quality building constructions with high emphasis on safety.
Similarly in our healthcare segment, our medical products are compliant with the relevant internationally recognised
accreditations and standards.
We are in the midst of obtaining the Grade G7 contractor license from the CIDB, which will permit Kanger to undertake
civil engineering construction and building construction projects of any value.
We select and evaluate our suppliers and subcontractors by assessing the reliability of the products and services,
which include pricing, delivery, safety considerations and work ethics. A well-managed supply chain with suppliers
and business partners are critical to our business success to ensure uninterrupted supply of raw materials.
ENVIRONMENTAL IMPACT
Environmental Compliance
SOCIAL IMPACT
Our growth and achievements are a result of our people’s commitment and dedication. We are committed to create a
safe, inclusive and productive work culture that supports the development of our workforce.
At Kanger, we recognise that diversity and inclusivity are critical for an organisation to function well. Our people are
recruited on a fair and transparent basis, as we condemn all forms of discrimination based on, among others, nationality,
gender, race or age. Our employment practices are communicated through the Group’s Code of Conduct of Ethics.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Sustainability Statement
(cont’d)
Our people are offered development and growth opportunities to realise their full potential. We aim to attract and
nurture the right talent at all levels with a strong succession pipeline. As such, we offer a wide range of training prospect
to support our employees’ growth. These may include topics in relation to safety, technical training and soft skills
development, to name a few.
As part of our human capital strategy to reward and retain talent, our employees receive a competitive compensation
package with on-the-job benefits. Employee reviews are conducted annually based on meritocracy and work performance
to compensate our employees fairly.
Furthermore, eligible employees are granted share options to subscribe to Kanger’s shares through the Group’s SIS.
The scheme is offered in recognition of employees’ contribution and to drive higher performance within the Group.
The health and safety of our employees, especially those involved in the construction sites are integral to the Group.
Our Group’s Safety Policy outlines our commitment to minimise work-related incidents by identifying hazards and
managing safety risks at the workplace. Guided by this policy, we ensure that our processes comply with internationally
accepted standard of safety and code of conduct.
We recognise the importance of safety training and safety awareness with regular briefings held on these topics. We
encourage and cultivate the culture of safe and healthy workplace to prevent accidental injuries and occupational-
related illnesses from occurring.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Our Board is pleased to include a statement on our Group’s risk management and internal control during the financial
year under review. The Statement was prepared in accordance with Rule 15.26 (b) of ACE LR of Bursa Securities and
as guided by the Statement on Risk Management & Internal Control: Guidelines for Directors of Listed Issuers.
RESPONSIBILITY
Our Board is responsible for the adequacy and effectiveness of our Group’s risk management and internal control
systems. Our Board ensures that the systems managing the Group’s key areas of risk are within an acceptable risk
profile in order to increase the likelihood that our Group’s policies and business objectives will be achieved. Due to
the inherent limitations in the risk management and internal control systems, our Board will continue to review these
systems to ensure that the risk management and internal control systems provide a reasonable but not level of absolute
assurance against material misstatement of management and financial information and records or against financial
losses or fraud.
Our Board through the Audit and Risk Management Committee has established an ongoing process for identifying,
evaluating and managing the significant risks faced by our Group and this process includes enhancing the risk
management and internal control systems as and when there are changes to the business environment or regulatory
guidelines. The process is regularly reviewed by our Board and is guided by the Statement of Risk Management &
Internal Control: Guidelines for Directors of Listed Issuers. The Management assists our Board in the implementation
of our Board’s policies and procedures on risk and control by identifying and assessing the risks faced as well as
designing, operating and monitoring the internal controls to mitigate and control these risks.
Our Board is of the view that the risk management and internal control systems in place for the financial year under review
and up to the date of issuance of the financial statements are adequate and effective to safeguard the shareholders’
investment, the interests of customers, regulators, employees and our Group’s assets.
The Board is committed to ensuring that the Group has a sound system of risk management and internal control to
safeguard shareholders’ investments and Groups’ assets.
The Group has an ongoing framework for identifying, evaluating and managing key risks in the context of its business
objectives. These processes are embedded within the Group’s overall business operations and are guided by operational
manuals, policies and procedures and are regularly reviewed by the Board.
Further details of the risk management framework and internal control function are set out as following.
RISK MANAGEMENT
The context within the risks that managed by our Group and the related key focus of accountability for this are as follows:-
Strategic risks are the primary risks caused by events that are external to our Group, but have a significant impact
on our Group’s strategic decisions or activities.
The causes of these risks include national and global economies, government policies and regulations, interest
rates and climatic conditions. Often, they cannot be predicted or monitored through a systematic operational
procedure. The lack of advance warning and frequent immediate response required to manage strategic risks
mean they are often well identified and monitored by senior management as part of their strategic planning and
review mechanisms.
Accountability for managing strategic risks therefore rests with our Board and the Executive Directors. The benefit
of effectively managing strategic risks is that our Group can forecast more accurately and quickly adapt to the
changing demands that are placed upon our Group. It also means that our Group is less likely to be surprised
by any external events that require significant change.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Operational risks are inherent in the ongoing activities of different business units or subsidiaries of our Group.
These are the risks associated with such things as the day-to-day operational performance of staff, the risks
caused by the Group and the Group’s subsidiaries structure and the manner in which the subsidiaries report to
corporate headquarter. Senior management needs ongoing assurance that operational risks are identified and
well managed.
Accountability for managing operational risks rests particularly with the Heads of Business Division/Departments.
The benefits of efficiently managing operational risks include maintaining superior quality standards, eliminating
undesirable surprises, the early identification of problematic issues, being prepared for emergencies if they
happen and being held in high regard by shareholders for the efficient and effective management of risk.
In compliance with the Bursa Securities requirements in relation to anti-corruption measures (“Anti-Corruption
Amendment”) effective on 1 June 2020, the management had came out with the Anti-Bribery and Corruption
(“ABAC”) Policy and Whistleblowing Policy & Procedures. These policies have been approved by the Board
on 1 June 2020 and published on the Group website. Code of Ethics & Conduct of the Group and the Group’s
subsidiaries have been enhanced with the guideline of the policies.
INTERNAL CONTROL
The key processes that have been established in reviewing the adequacy and effectiveness of the internal control
system include the following:-
Internal Audit
The Internal Audit function is outsourced to an independent professional firm to check on compliance with policies
and procedures and the effectiveness of our Group’s internal control system and to highlight significant findings in
respect of any non-compliance. The Internal Auditors report directly to the Audit and Risk Management Committee.
The internal audit will focus on compliance with ABAC of the group for financial year ended 2022 cycle. The proposed
internal audit plan will be submitted to the Audit and Risk Management Committee for consideration and approval.
The Audit and Risk Management Committee is responsible to review and discuss with the Management on the issues
highlighted by the Internal Auditors, whenever necessary.
The Audit and Risk Management Committee reviews and discusses internal control issues identified by the Internal
Auditors, External Auditors and the Management, and evaluates the adequacy and effectiveness of our Group’s risk
management and internal control systems. The Audit and Risk Management Committee also reviews the internal audit
functions with particular emphasis on the scope and frequency of audits and the adequacy of resources. The minutes
of the Audit and Risk Management Committee meetings are tabled to the Boards on a periodical basis.
The SIS Committee administers options and / or shares under the SIS and regulates the securities transactions in
accordance with established regulations and by-laws.
Organisational Structure
Our Group has in place the organizational structure with clearly defined lines of responsibilities and functionalities which
promotes appropriate levels of accountability for risk management, control procedures and effectiveness of operations.
All new employees are required to undergo an orientation programme to be acknowledged of the organisational structure
and the job function is clearly written for transparency and better accountability.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Limit of Authority
There are policy guidelines and authority limits imposed on the Executive Directors and the Management within our Group
in respect of the day-to-day operations, signing of sales and supplier agreements, acquisitions and disposal of assets.
Control Environment
Our Board considers the integrity of staff at all levels to be of utmost importance, and this is pursued through
comprehensive recruitment, appraisal and reward programmes. There is an effective group organizational structure
on how the business activities are planned, controlled and monitored.
Our Group’s culture and values, as well as the standard of conduct and discipline we expect from our employees have
been communicated to them via the employee handbook or letters of appointment.
CONCLUSION
To the best knowledge of our Board, there were no material losses incurred during the year under review that caused
by weaknesses in internal control. Our Board has received assurance from the Executive Directors and the Financial
Controller that our Group’s risk management and internal control systems are operating adequately and effectively,
in all material aspects. The Management continues to take measures to improve and strengthen the internal control
environment.
The External Auditors have reviewed the Statement on Risk Management and Internal Control for inclusion in the
Annual Report of our Group for the financial year ended 31 March 2022 and have reported to our Board that nothing
has come to their attention that causes them to believe that the Statement is inconsistent with their understanding of
the process adopted by our Board in reviewing the adequacy and effectiveness of the risk management and internal
control systems.
This Statement was made in accordance with a resolution of our Board of Directors dated 26 July 2022.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Board is pleased to present the ARMC Report for the FYE 2022.
The composition of the ARMC and details of the attendance of the members at the meetings are set out as
follows:
Total number of
Name Position Meetings Attended
Low Poh Seong Chairman 5/5
(Independent Non-Executive Director)
Mazlan bin Mohamad Member 5/5
(Independent Non-Executive Director)
Datuk Nur Jazlan bin Mohamed Member 4/4
(Independent Non-Executive Chairman)
(Resigned on 10 January 2022)
Following the resignation of Datuk Nur Jazlan bin Mohamed as ARMC member on 10 January 2022, the Board
has appointed Dato’ Azmil bin Mohd Zabidi as the new member is his place on 8 April 2022.
2. TERMS OF REFERENCE
The Terms of Reference of the ARMC are published in our website at www.krbamboo.com.
3. SUMMARY OF ACTIVITIES
The ARMC carried out the following activities during the FYE 2022:
(i) Reviewed unaudited quarterly financial results before recommending to our Board for consideration and
approval. The ARMC invited the Executive Directors to brief it on any updates on the operations of our
Group every quarter and on any material matters that require the ARMC’s attention. The review is also to
ensure that the unaudited quarterly financial results complied with the applicable accounting standards
and ACE LR of Bursa Securities;
(ii) Reviewed our audited financial statements prior to submission to our Board for consideration and approval.
The review ensures that the financial statements were drawn up in accordance with the applicable accounting
standards and the provisions of the Companies Act 2016;
(iii) Reviewed the External Auditors’ scope of work and audit plan for the FYE 2022;
(iv) Reviewed with the External Auditors, the results of the audit status reports;
(v) Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control to be
included in the Annual Report 2021 and submitted the said documents to our Board for consideration and
approval;
(vi) Reviewed the Anti-Bribery and Corruption Policy and revised Whistleblowing Policy and recommended
the same to the Board for approval;
(vii) Reviewed with the Internal Auditors, the internal audit reports and their evaluation of system of internal
controls;
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The ARMC carried out the following activities during the FYE 2022: (cont’d)
(ix) Conducted private discussion with the External Auditors without the presence of the Management in relation
to the financial statements of our Group;
(x) Recommended the re-appointment of CAS Malaysia PLT, Chartered Accountants as the External Auditors
of the Company and Group after accessing their job scopes, engagement team, competency, objectivity
and independence;
(xi) Assessed objectivity, suitability, independence and performance of the outsourced Internal Auditors;
(xii) Reviewed the offer, acceptance and exercise of options under the employees’ share option scheme; and
The ARMC is supported by the internal audit team whose primary responsibility is to evaluate and report on the
adequacy, integrity and effectiveness of the overall system of internal control of our Group. The internal audit
function of the Group is outsourced to GovernanceAdvisory.com Sdn. Bhd. who reports directly to the ARMC
with its findings and recommendations. Any necessary corrective actions after reporting to our Board by the
ARMC will be directed by our Board.
Our Group’s internal audit activities are mainly carried out in accordance with the annual internal audit plan that has
been tabled to the ARMC for its review and approval and selected ad-hoc audits on the Management’s requests.
The Internal Auditors adopt a risk-based audit approach in auditing objectively to provide the assurance that risks
were mitigated to acceptable levels. This approach would draw the Internal Auditors’ attention towards gaining
an understanding of our Group’s interaction with external forces, changes in the strength of the relationships
during the period under audit, and the risk of potential future changes presented by the external forces. Their
approach would entail understanding on how the business risks translate to audit risks, and communicating value
added input to the Management through the audit process. Whenever required, the Internal Auditors would make
reference to our Group’s policies and procedures, established practices, Listing Requirements and recommended
industry practices.
During the financial year ended 31 March 2022, the Internal Auditors carried out the internal audit on Anti-Bribery
and Anti-Corruption Review of Kanger International Berhad.
The findings arising from the audit field work were highlighted together with suitable recommendations for
improvement to the Management for review and further action where necessary.
The ARMC had reviewed and assessed our internal audit function and was of the view that the scope, functions
(including independence), objectivity, competency, resources, authorities granted to the outsourced internal audit
function as well as internal audit program and processes were adequate to provide the ARMC with reasonable
assurance that governance, risk and control structures and processes of our Group is adequate and effective.
The results of the internal audit program, processes or investigation undertaken was adequately communicated
to the ARMC and appropriate actions are taken on the recommendations of the Internal Auditors.
The cost incurred for the internal audit function in respect of the financial year ended 31 March 2022 was
approximately RM16,000.
41
KANGER INTERNATIONAL BERHAD Annual Report 2022
ADDITIONAL COMPLIANCE
INFORMATION DISCLOSURES
The shareholders of the Company had at the EGM held on 28 June 2021 approved the renounceable rights issue of
up to 2,861,936,149 new Kanger shares (“Rights Share”) at an issue price of RM0.06 per Rights Share on the basis
of 1 Right Share for every 1 existing Kanger share held, together with up to 2,861,936,149 free detachable warrants in
Kanger on the basis of 1 Warrant B for every 1 Rights share subscribed (“Rights Issue with Warrants”).
The Company has issued 1,700,011,579 Rights Shares and 1,700,011,579 Warrants B pursuant to the Rights Issue
with Warrants, which was completed on 30 September 2021.
A total amount of RM102,000,695 was raised from the Rights Issue with Warrants and the said amount has been fully
utilised.
The shareholders of Kanger had at the Extraordinary General Meeting held on 27 July 2021 approved the following:
(i) Acquisition by Kanger of 1,020,000 ordinary shares of Sung Master, representing 51.0% equity interest in Sung
Master, for a purchase consideration of RM94,789,436 to be satisfied via a combination of cash payment of
RM52,000,000 and the remaining purchase consideration of RM42,789,436 to be satisfied via an issuance and
allotment of 713,157,273 new ordinary shares of Kanger (“Kanger share(s)”) at the issue price of RM0.06 per
kanger share; and
(ii) Subscription of 769,513,179 new Kanger shares (“Subscription Share(s)”) at the subscription price of RM0.06
per subscription share by Mr. Kuah Choon Ching (“Proposed Subscription”).
The Company has raised a total of RM46,170,790.00 from the Subscription of Shares and the said amount has been
fully utilised.
Material Contracts
There were no material contracts entered into by the Company and its subsidiaries involving the interests of directors,
chief executive who is not a director or major shareholders either still subsisting at the end of the financial year ended
31 March 2022 or entered into since the end of the previous financial year.
The statutory audit fees and non-audit fees paid or payable by the Group and the Company to the External Auditors
for the financial year ended 31 March 2022 were as follows:
2022
Audit Services Group Company
Statutory audit fees 352,388 257,848
Non-audit fees 43,690 43,690
TOTAL 396,078 301,538
42
KANGER INTERNATIONAL BERHAD Annual Report 2022
The SIS of the Company was approved by the shareholders at the EGM held on 24 December 2019 and is governed
by the By-laws.
The Board had approved the existing SIS for a period of ten (10) years from 27 December 2019 to 26 December 2029,
in accordance with the terms of the SIS By-Laws.
The details of SIS are set out in Note 16 to the financial statements on page (XX) of this Annual Report.
43
KANGER INTERNATIONAL BERHAD Annual Report 2022
The Directors are required by the Companies Act 2016 (“Act”) to ensure that the financial statements for each financial
year are prepared in accordance with the applicable approved accounting standards and the requirements of the Act,
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,
and of the results and cash flows of the Group and of the Company for the financial year.
In preparing the financial statements for the financial year ended 31 March 2022, the Directors ensured that the
Management has:
(b) made appropriate judgements and estimates that are reasonable have been used; and
(c) the financial statements have been prepared on the going concern basis.
The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose
the financial position of the Group and of the Company with reasonable accuracy, enabling them to ensure that the
financial statements comply with the Act.
The Directors have an overall responsibility for taking such steps that are reasonably available to them to safeguard
the assets of the Group and of the Company, and to prevent and detect fraud and other irregularities.
44
FINANCIAL REPORT
Directors’ Report 46
Statement by Directors 52
Statutory Declaration 52
Independent Auditors’ Report
to the Members 53
Statements of Financial Position 60
Statements of Profit or Loss and
Other Comprehensive Income 62
Statement of Changes In Equity 64
Statements of Cash Flows 66
Notes to the Financial Statements 71
KANGER INTERNATIONAL BERHAD Annual Report 2022
DIRECTORS’
REPORT
The Directors hereby submit their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 March 2022.
PRINCIPAL ACTIVITIES
The information on the name, place of incorporation, principal activities and percentage of issued and paid-up share
capital held by the Company in each subsidiaries are as disclosed in Note 9 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
FINANCIAL RESULTS
Group Company
RM RM
Attributable to:
Owners of the Company (151,529,421) (140,291,914)
Non-controlling interests (316,257) –
(151,845,678) (140,291,914)
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 other than those
as disclosed in the notes to the financial statements.
There were no material transfers to or from reserves or provision during the financial year except as disclosed in the
financial statements.
DIVIDENDS
No dividend has been paid or declared since the end of the previous financial period. The directors do not recommend
that a dividend to be paid in respect of the current financial year.
46
KANGER INTERNATIONAL BERHAD Annual Report 2022
Directors’ Report
(cont’d)
During the financial year, the Company increased its share capital from RM259,106,001 to RM425,311,850 through
the following:
(a) issuance of 231,086,249 new ordinary shares within exercise price of RM0.05409 - RM0.05410 per ordinary
share for a total cash consideration of RM12,499,999 and fair value of RM2,109,587 pursuant to the Company’s
Shares Issuance Scheme (“SIS”);
(b) issuance of 1,700,011,579 new ordinary shares for a total cash consideration of RM102,000,695 and fair value
of RM38,930,265 pursuant to the Company’s renounceable rights issue of 1,700,011,579 new ordinary shares in
the Company (“Rights Shares”) on the basis of 1 Rights Shares for every 1 existing ordinary share held together
with 1,700,011,579 free detachable warrants (“Warrants B”) on the basis of 1 warrant for every 1 Rights Shares
subscribed by the entitled shareholders;
(c) issuance of 769,513,179 new ordinary shares for a total cash consideration of RM46,170,791 pursuant to the
Company’s Shares Subscription;
(d) issuance of 713,157,273 new ordinary shares for a total cash consideration of RM42,789,436 as part of the
purchase consideration for 51% equity stake in Sung Master Holdings Sdn. Bhd.;
(e) issuance of 500,000 new ordinary shares for a total cash consideration of RM25,000 and fair value of RM11,450
pursuant to the conversion of Warrants B at an exercise price of RM0.05 per share;
(f) an amount of RM470,844 was utilised out of the share capital for share issuance expenses; and
(g) the Company has completed the share consolidation exercise by consolidating ten (10) ordinary shares in the
Company into one (1) ordinary share and Warrants B.
The new ordinary shares issued during the financial year ranked pari passu in all respect of the distribution of dividends
and repayment of capital with the existing ordinary shares.
WARRANTS
WARRANTS B 2021/2026
The Warrants B are constituted under a Deed Poll to be executed by the Company and involved the issuance of
1,700,011,579 Warrants B on the basis of one (1) Warrant for every two (1) existing ordinary shares of the Company
held by the shareholders of the Company on 30 August 2021.
The exercise price of the Warrant B has been fixed at RM0.05 each.
Each Warrant B entitles the Warrant holders to subscribe for one (1) new ordinary share of the Company at any time
during the exercise period at the exercise price of RM0.05 each (subject to adjustments in accordance with the
provisions of the Deed Poll).
The period commencing on, and including the first date of issue of the Warrants B and ending at the close of business
at 5.00pm in Malaysia on the date which is five (5) years from the date of issue of the Warrants if such date is not a
market day, then it shall be the market day immediately preceding the said non market day, but excluding those days
during the period on which the Record of Depositors and/or the Warrants Register is or are closed.
On 09 February 2022, 1,529,560,423 Warrants B were consolidated arising from the adjustments to the exercise price
and number of outstanding Warrants B pursuant to the share consolidation exercise (“Share Consolidation”).
47
KANGER INTERNATIONAL BERHAD Annual Report 2022
Directors’ Report
(cont’d)
WARRANTS (cont’d)
On 10 February 2022, the Company has completed the share consolidation exercise by consolidating ten (10) ordinary
shares in the Company into one (1) ordinary share and warrants B of the Company.
The new exercise price of the Warrant B has been fixed at RM0.50 each.
There were total of 169,951,156 Warrants B remained unexercised during the financial year ended 31 March 2022.
Number of warrants
As at Share As at
01.04.2021 Issued Conversion Consolidation 31.03.2022
The Company’s SIS is governed by the by-laws approved by the shareholders at the Extraordinary General Meeting
held on 24 December 2019 and was effected on 27 December 2019. Under the SIS, the Company has implemented a
SIS of up to 30% of the total number of issued shares of the Company, excluding treasury shares, at any period of time,
comprising a Share Option Scheme (“SOS”) and a Share Grant Scheme (“SGS”). The SIS is in force for a maximum
period of ten (10) years from the effective date and is administered by the Share Issuance Scheme Committee (“SISC”).
The salient features and other terms of the SIS are disclosed in Note 16 (ii) to the financial statements.
The following table illustrates the share options granted and exercised during the financial year:
DIRECTORS
The names of the directors of the Company in office during the financial year and during the period from the end of
the financial year to the date of this report are:
Wu Wai Kong
Kuah Choon Ching
Low Poh Seong
Mazlan Bin Mohamad
Dato’ Azmil Bin Mohd Zabidi (Appointed on 08 April 2022)
Datuk Nur Jazlan Bin Mohamed (Resigned on 10 January 2022)
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Directors’ Report
(cont’d)
DIRECTORS (cont’d)
Other than as stated above, the names of the directors of the subsidiaries of the Company during the financial year and
the period from the end of the financial year to the date of this report, not including those directors listed above are:
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year
in the ordinary shares and warrants of the Company during the financial year were as follows:
Direct interest
Kuah Choon Ching 25,000,000 794,513,179 (7,900,000) (737,561,862) 74,051,317
Wu Wai Kong 6,745,300 – – (6,070,770) 674,530
Indirect interest
Wu Wai Kong* 1,780,000 – – (1,602,000) 178,000
Number of Warrants B
Warrants B holding in the As at Share As at
name of directors 01.04.2021 Acquired Consolidation 31.03.2022
Direct interest
Kuah Choon Ching – 25,000,000 (22,500,000) 2,500,000
By virtue of their interests in the shares of the Company, all the above directors are also deemed to have interests in
the shares of the subsidiary companies to the extent the directors have their interests.
Other than disclosed above, none of the other directors in office at the end of the financial year have any interest in
the shares and Warrants B of the Company during the financial year.
DIRECTORS’ REMUNERATIONS
The details of the directors’ remuneration paid or payable to the directors or past directors of the Group and of the
Company during the financial year are disclosed in Note 30 to the financial statements.
The details of the other benefits otherwise than in cash received or receivable from the Group and the Company by
the directors or past directors of the Group and of the Company during the financial year are disclosed in Note 30 to
the financial statements.
No payment has been paid to or payable to any third party in respect of the services provided to the Group and the
Company by the directors or past directors of the Group and of the Company during the financial year.
49
KANGER INTERNATIONAL BERHAD Annual Report 2022
Directors’ Report
(cont’d)
The Group maintains directors’ liability insurance for purposes of Section 289 of the Companies Act, 2016, throughout
the year, which provides appropriate insurance cover for the directors and officers of the Company and of its subsidiary
companies. The total amount of indemnity insurance coverage and insurance premium paid during the financial year
were RM10,000,000 and RM19,090 respectively.
No indemnities have been given or insurance premiums paid, during or since the end of the financial year, for any
person who is or has been the auditor of the Company.
DIRECTORS’ BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the objects
of enabling directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of,
the Company or any body corporate.
Since the end of the previous financial period, none of the directors of the Company have received or become entitled to
receive a benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable
by the directors shown in the financial statements or the fixed salary of a full-time employee of the Company as shown
in Note 30 to the financial statements) by reason of a contract made by the Company or a related corporation with
the director or with a firm of which the director is a member, or with a company in which the director has a substantial
financial interest.
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 have satisfied themselves that no known bad debts had been written off and
that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to be realised at their book values in the ordinary course
of business including the value of current assets as shown in the accounting records of the Group and of the
Company had been written down to an amount which the current assets might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances:
(i) which would render it necessary to write off for any bad debts or the amount of the provision for doubtful debts
inadequate to any substantial extent in respect of the financial statements of the Group and of the Company; or
(ii) which would render the values attributed to the current assets in the financial statements of the Group and of
the Company misleading; or
(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; or
(iv) not otherwise dealt with in this report or financial statements which would render any amount stated in the
financial statements of the Group and of the Company misleading.
50
KANGER INTERNATIONAL BERHAD Annual Report 2022
Directors’ Report
(cont’d)
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial
year except as disclosed in Note 31 to the financial statements.
No contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve
months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability
of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the financial year and the date of this report which is likely to affect substantially the results of
operations of the Group and of the Company for the financial year in which this report is made.
Significant events and subsequent to the financial year are disclosed in Note 36 to the financial statements.
AUDITORS
The auditors, CAS Malaysia PLT, Chartered Accountants have indicated their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 29 July 2022.
WU WAI KONG
Director
51
KANGER INTERNATIONAL BERHAD Annual Report 2022
STATEMENT BY
DIRECTORS
Pursuant to Section 251(2) of the Companies Act 2016
We, KUAH CHOON CHING and WU WAI KONG, being two of the directors of KANGER INTERNATIONAL BERHAD,
do hereby state that, in the opinion of the directors, the accompanying financial statements as set out on pages 60
to 153 are drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia so as to give a true and fair view of the financial
position of the Group and of the Company as at 31 March 2022 and of their financial performance and cash flows for
the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the directors dated 29 July 2022.
STATUTORY
DECLARATION
Pursuant to Section 251(1)(b) of the Companies Act 2016
I, KUAH CHOON CHING, being the director primarily responsible for the accounting records and financial management
of KANGER INTERNATIONAL BERHAD, do solemnly and sincerely declare that the accompanying financial statements
set out on pages 60 to 153 are in my opinion correct, and I make this solemn declaration conscientiously believing the
same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Before me,
52
KANGER INTERNATIONAL BERHAD Annual Report 2022
INDEPENDENT
AUDITORS’ REPORT
To The Members of Kanger International Berhad
Opinion
We have audited the financial statements of KANGER INTERNATIONAL BERHAD, which comprise the statements
of financial position as at 31 March 2022 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 year then ended, and notes to the financial statements, including a summary of significant accounting
policies, as set out on pages 60 to 153.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 31 March 2022, and of their financial performance and their cash flows for the year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and
the requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing. Our responsibilities under those standards are further described in the 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.
53
KANGER INTERNATIONAL BERHAD Annual Report 2022
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of
the financial statements of the Group and of the Company for the current year. These matters were addressed in the
context of our audit of the financial statements of the Group and of the Company as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Key audit matters How the matter was addressed in the audit
1) Impairment of Goodwill
As at 31 March 2022, the Group’s carrying amount Our audit procedures include:
of goodwill is amounting to RM90.3 million, which
represented 28% of the Group’s total assets. i) obtained and reviewed the cash flow projections;
The Group is required to perform an impairment ii) enquired the management on the basis of preparation
test on the goodwill annually and where there is an and justification used in the cash flow projection;
indication of impairment, by comparing the carrying
amount with its recoverable amount. iii) assessed the reasonableness of the Group’s key
assumptions used in the cash flows projection such
We considered this as key audit matter due to the as growth rate, discount rates and profit margin;
significance of the goodwill to the Group’s financial
statements as it involves significant management’s iv) reviewed management’s sensitivity analysis on the
judgement and assumption, for each Cash Generating key assumptions used in the cash flow projection;
Unit (CGU) in preparation of the cash flow projections.
v) performed arithmetic check on the goodwill calculation;
Key assumptions which required management’s
judgement and assumption includes: vi) discussed with the management of the probability of
impairment losses on goodwill due to volatile business
a) annual discount rate; environment; and
b) terminal growth rate; and
c) annual growth rates. vii) reviewed the financial statements to ensure adequate
and appropriate disclosures have been made.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Key audit matters How the matter was addressed in the audit
2) Impairment of trade receivables
As at 31 March 2022, the Group has recorded trade Our audit procedures include:
receivables, net of impairment, amounting to RM81.3
million which represented 25% of the Group’s total i) obtained and reviewed the receivables ageing
assets. report to ensure adequate impairment made for long
outstanding receivables;
MFRS 9 required the impairment of trade receivable
to be assessed using the expected credit losses (ECL) ii) enquired the management on the determination of
model. long outstanding receivables;
ECL are based on the difference between the iii) understood the process of assessing trade receivable
contractual cash flows due in accordance with the ECL from the management;
contract and all the cash flows expected to receive,
discounted at an approximation of the original iv) evaluated the ECL calculation performed by
effective interest rate. the management to ensure its accuracy and
completeness;
We considered this as key audit matter due to the
significance of the trade receivables to the Group’s v) recomputed the ECL calculation and compared against
financial statements as it involves significant ECL assessment performed by the management;
management judgement and estimation.
vi) enquired the management if there is any consideration
of Covid-19 impact taken into consideration when
performing ECL calculation;
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Key audit matters How the matter was addressed in the audit
3) Valuation of investment properties
The Group holds properties classified as investment Our audit procedures include:
properties under construction which are disclosed in
Note 8 to the financial statements. i) obtained and reviewed the sales and purchase
agreement;
During the financial year, the Group has capitalised
construction costs amounting to RM71.4 million ii) enquired the management if there is any of the
which represented 22% of the Group’s total assets. condition stated in the sales and purchase agreement
The Group has determined the usage of the properties breached;
is for rental and capital appreciation and has ensured
compliance with the relevant accounting policies. iii) checked the payment made to ensure it is in line with
the timeline and conditions stated in the sales and
We considered this as key audit matter due to the purchase agreement;
significance of the investment properties under
construction to the Group’s financial statements as iv) obtained statement of account and balance
it involves significant management judgement and confirmation from the developer to confirmed the
estimation. amount paid;
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Key audit matters How the matter was addressed in the audit
4) Liquidity position of the Group and the Company
During the financial year ended 31 March 2022, Our audit procedures include:
the Group and the Company incurred a net loss of
RM151,845,678 and RM140,291,914 respectively. i) obtained and reviewed the cash flow projections;
The Group and the Company incurred a negative cash ii) reviewed and assessed the reasonableness of the
flow from operating activities of RM132,464,565 and Group’s key assumptions used in the cash flows
RM7,224,725 respectively during the financial year projection and its’ sensitivity analysis;
ended 31 March 2022.
iii) reviewed and assessed the reasonableness of the
In assessing the liquidity position of the Group, Group’s key assumptions used in the cash flows
the management has considered the repayment projection and its’ sensitivity analysis;
obligations for borrowings, other liabilities which
includes the balance purchase price of the investment iv) performed arithmetic check on the cash flow forecast
properties under construction and other overheads calculation; and
which are due in the next 12 months by taking into
consideration the following: v) reviewed the financial statements to ensure adequate
and appropriate disclosures have been made.
a) availability of cash flows over the next 12 months;
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.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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 Malaysian Financial Reporting Standards, International
Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia. The directors are also
responsible for such internal control as the directors determine is necessary to enable the preparation of financial
statements of the Group and of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the directors are responsible for assessing the
Group’s and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or
the Company or to cease operations, or have no realistic alternative but to do so.
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 International Standards on Auditing will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
(i) 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.
(ii) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s and the Company’s internal control.
(iii) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
(iv) Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s or the Company’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group or the Company to cease to continue as a going
concern.
(v) 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.
(vi) 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.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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.
Puchong
59
KANGER INTERNATIONAL BERHAD Annual Report 2022
STATEMENTS OF
FINANCIAL POSITION
As At 31 March 2022
Group Company
2022 2021 2022 2021
Note RM RM RM RM
NON-CURRENT ASSETS
CURRENT ASSETS
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
60
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
2022 2021 2022 2021
Note RM RM RM RM
EQUITY
NON-CURRENT LIABILITIES
CURRENT LIABILITIES
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
61
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Note RM RM RM RM
OTHER COMPREHENSIVE
INCOME
TOTAL COMPREHENSIVE
EXPENSE FOR THE
FINANCIAL YEAR/PERIOD (139,329,386) (38,471,176) (140,291,914) (560,335)
(LOSS)/PROFIT AFTER
TAXATION ATTRIBUTABLE TO:
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
62
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Note RM RM RM RM
TOTAL COMPREHENSIVE
EXPENSE ATTRIBUTABLE TO:
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
63
64
Attributable to owners of the Company
Non-distributable
Foreign
Share currency Non-
Share option Merger Warrants translation Accumulated controlling
Group capital reserve deficit reserve reserve loss Total interest Total
RM RM RM RM RM RM RM RM RM
Balance as at 1 April 2021 259,106,001 – (12,805,422) – 15,596,224 (1,839,213) 260,057,590 12,401,280 272,458,870
Total transactions with owners 166,205,849 3,665,392 (559,690) (559,690) (25,094,624) (1,097,526) 178,372,824 (7,402,334) 170,970,490
For The Financial Year Ended 31 March 2022
Balance as at 31 March 2022 425,311,850 – (13,365,112) 38,918,815 3,443,037 (154,466,160) 299,842,430 4,257,544 304,099,974
Annual Report 2022
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Attributable to owners of the Company
Non-distributable
Foreign Retained
Share currency Redeemable earnings/ Non-
Share option Merger Revaluation translation convertible (accumulated controlling
Group capital reserve deficit reserve reserve notes losses) Total interest Total
RM RM RM RM RM RM RM RM RM RM
Balance as at 1 January 2020 104,326,460 – (12,805,422) 1,226,554 2,281,594 590,833 47,999,904 143,619,923 9,484,315 153,104,238
Balance as at 31 March 2021 259,106,001 – (12,805,422) – 15,596,224 – (1,839,213) 260,057,590 12,401,280 272,458,870
(cont’d)
Statements of Changes in Equity
Annual Report 2022
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
65
66
Attributable to owners of the Company
Non-distributable
Foreign
Share currency
Share option translation Warrants Accumulated
(cont’d)
capital reserve reserve reserve losses Total
Company RM RM RM RM RM RM
(34,916,396)
Balance as at 1 April 2021 259,106,001 – – – 224,189,605
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Attributable to owners of the Company
Non-distributable
Foreign
Share currency Redeemable
Share option translation convertible Accumulated
capital reserve reserve notes losses Total
Company RM RM RM RM RM RM
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
67
KANGER INTERNATIONAL BERHAD Annual Report 2022
STATEMENTS OF
CASH FLOWS
For The Financial Year Ended 31 March 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Note RM RM RM RM
Adjustments for:
Allowance for impairment losses of:
- Amount owing from subsidiary
subsidiary companies 14 – – 86,008,354 –
- Investment in subsidiary
companies 9 – – 35,299,996 5
- Other receivables 13 4,899,842 31,881,072 – 403,678
- Trade receivables 12 19,277,249 15,044,880 – –
Amortisation of intangible assets 6 750,858 2,237,321 – –
Depreciation of property,
plant and equipment 5 2,176,742 3,357,217 206,172 39,255
Amortisation of right-of-use
assets 7 770,983 1,120,408 214,439 130,326
Fair value loss on quoted shares 10 – 415,702 – 415,702
Loss on disposal of quoted
shares 26 3,993,683 4,865,505 3,993,683 4,865,505
SIS option expenses 29, 30 5,774,979 7,908,248 4,899,329 5,624,982
Written off property,
plant and equipment 26 2,750,812 16,958 – –
Written off intangible assets 26 10,533,341 1,803,540 – –
Loss on fair value adjustment
of investment properties 8 77,366,568 – – –
Slow moving and obsolete
inventories written down 11 15,469,228 385,133 – –
Interest expense 25 5,012,649 4,023,009 50,291 36,725
Gains on fair value adjustment
of investment properties 24 – (39,223,850) – –
Gains on disposal of
subsidiary companies 24 (77,228,461) – – –
Unrealised foreign exchange
gains 24 – – - (1,444,635)
Interest income 24 (38,243) (106,466) (38,243) (80,321)
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
68
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Note RM RM RM RM
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
69
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Note RM RM RM RM
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
70
KANGER INTERNATIONAL BERHAD Annual Report 2022
NOTES TO THE
FINANCIAL STATEMENTS
For The Financial Year Ended 31 March 2022
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the
ACE Market of Bursa Malaysia Securities Berhad.
The Company’s registered office is located at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur,
Wilayah Persekutuan Kuala Lumpur.
The principal place of business of the Company is located at K-3-12 & K-3-13, Solaris Mont Kiara, No. 2, Jalan
Solaris, Mont Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur.
The consolidated financial statements of the Company as at and for the financial year ended 31 March 2022
comprise the Company and its subsidiaries (together referred to as the “Group”). The financial statements of the
Company as at and for the financial year ended 31 March 2022 do not include other entities.
The information on the name, place of incorporation, principal activities and percentage of issued and paid-up
share capital held by the Company in each subsidiaries are as disclosed in Note 9 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the directors on 29 July 2022.
The financial statements of the Group and of the Company have been prepared in accordance with
Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards (“IFRS”)
and the requirements of the Companies Act 2016 (“CA 2016”) in Malaysia.
The accounting policies adopted by the Group and the Company are consistent with those adopted in the
previous financial period.
At the beginning of the financial year, the Group and the Company adopted the following Amendments to
MFRSs and Annual Improvements which are mandatory for the financial periods beginning on or after 1
January 2021:
The adoption of the above pronouncements did not have any material impact on the financial statements
of the Group and of the Company.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group and the Company has not adopted the following Standards, Amendments and Annual
Improvements that have been issued but are not yet effective by the Malaysian Accounting Standards
Board (“MASB”).
The Group and the Company will adopt the above mentioned standards, amendments or interpretations,
if applicable, when they become effective in respective financial periods. The Directors do not expect any
material impact to the financial statements of the upon adoption above pronouncements.
The financial statements of the Group and of the Company have been prepared on the historical cost basis
except as disclosed in the financial statements.
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Group’s and the Company’s
functional currency. All financial information are presented in RM, unless otherwise stated.
The individual financial statements of each entity in the Group are presented in the currency of the primary
economic environment in which the entity operates, which is the functional currency.
The financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional and
presentation currency. All financial information are presented in RM, unless otherwise stated.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The financial statements of the Group and the Company have been prepared on the assumption that the
Group and the Company will continue as a going concern. The application of the going concern basis is
based on the assumption that the Group and the Company will be able to realise its assets and discharge
its liabilities in the normal course of business.
During the financial year ended 31 March 2022, the Group and the Company incurred a net loss of
RM151,845,678 (2021: RM50,934,445) and RM140,291,914 (2021: RM18,039,639) respectively. The
Group and the Company incurred a negative cash flow from operating activities of RM132,464,565 and
RM7,224,725 respectively during the financial year ended 31 March 2022. These events or conditions
indicate that a material uncertainty exists that may cast significant doubt on the Group’s and the Company’s
ability to continue as a going concern.
The ability of the Group and the Company to operate as going concern is dependent on successful
outcome and implementation of the current business plans to generate sufficient cash in the future to fulfil
their obligations as and when they fall due. The financial statements of the Group and the Company do
not include any adjustment relating to the amount and classification of assets and liabilities that might be
necessary should the Group and the Company be unable to continue as a going concern.
In the event that these are not forthcoming, the Group and the Company may be unable to realise its
assets and discharge its liabilities in the normal course of business. Accordingly, the financial statements
of the Group and the Company may require adjustments relating to the recoverability and classification
of recorded assets and liabilities that may be necessary should the Group and the Company be unable to
continue as going concern.
The directors of the Group and the Company are of the opinion that the preparation of the financial
statements of the Group and the Company on a going concern basis remains appropriate as they believe,
and accordingly, realise their assets and discharge their liabilities in the normal course of business.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries
as at 31 March 2022.
The financial statements of the Company’s subsidiaries are prepared for the same reporting date as the
Company, using consistent accounting policies to like transactions and events in similar circumstances.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the
Group has power over the entity, has exposure to or rights to variable returns from its involvement with
the entity and has the ability to affect those returns through its power over the entity. The existence
and effect of potential voting rights that are currently exercisable or convertible are considered when
assessing whether the Company has such power over another entity.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost
less impairment losses. The policy for the recognition and measurement of impairment losses is in
accordance with Note 3.5 below. On disposal of such investments, the difference between the net
disposal proceeds and their carrying amounts is recognised in profit or loss.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition
method of accounting, subsidiaries are fully consolidated from the date on which control is transferred
to the Group and de-consolidated from the date that control ceases. The consideration is measured
at the fair value of the assets given, equity instruments issued and liabilities incurred at the date of
exchange.
Business combinations involving entities under common control are accounted for by applying
the pooling of interest method. The assets and liabilities of the combining entities are reflected at
their carrying amounts reported in the consolidated financial statements of the controlling holding
company. Any difference between the consideration paid and the share capital of the “acquired”
entity is reflected within equity as merger reserve. The statement of profit or loss and OCI reflects the
results of the combining entities for the full year, irrespective of when the combination takes place.
Comparatives are presented as if the entities have always been combined since the date the entities
had come under common control.
All other business combinations are accounted for using the acquisition method. The cost of an
acquisition is measured as the aggregate of the consideration transferred measured at fair value
on the date of acquisition and the amount of any non-controlling interests in the acquiree. For each
business combination, the Group elects whether to measure the non-controlling interests in the
acquiree at fair value or at the proportionate share of the acquirer’s identifiable net assets at the
acquisition date. Acquisition-related costs are expensed as incurred and included in administrative
expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, any previously held equity interest is remeasured
at fair value on the date of acquisition and any resulting gain or loss is recognised in profit or loss or
OCI.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument
and within the scope of MFRS 9 Financial Instruments, is measured at fair value with changes in
fair value recognised in either profit or loss or as a change to OCI. If the contingent consideration
is not within the scope of MFRS 9, it is measured in accordance with the appropriate ‘. Contingent
consideration that is classified as equity is not remeasured and subsequent settlement is accounted
for within equity.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests, and any previous interest held, over the net
identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used
to measure the amounts to be recognised at the acquisition date. If the reassessment still results in
an excess of the fair value of net assets acquired over the aggregate consideration transferred, then
the gain is recognised in profit or loss.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition
date, allocated to each of the Group’s cash-generating units that are expected to benefit from the
combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those
units. The policy for the recognition and measurement of impairment losses is in accordance with
Note 3.5.
Where goodwill has been allocated to a cash-generating unit and part of the operation within that
unit is disposed of, the goodwill associated with the disposed operation is included in the carrying
amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these
circumstances is measured based on the relative values of the disposed operation and the portion
of the cash-generating unit retained.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an
equity transaction. If the Group losses control over a subsidiary, it:
- Derecognises the assets (including goodwill) and liabilities of the subsidiary at their carrying
amounts;
- Derecognises the carrying amount of any non-controlling interest in the former subsidiary;
- Recognises the fair value of any investment retained in the former subsidiary;
All of the above will be accounted for from the date when control is lost.
Non-controlling interests (“NCI”) represent the portion of profit or loss and net assets in subsidiaries
not owned, directly and indirectly by the Company. NCI are presented separately in the consolidated
statements of profit or loss and OCI and within equity in the consolidated statement of financial
position, but separate from parent shareholders’ equity. Total comprehensive income is allocated
against the interest of NCI, even if this results in a deficit balance. Changes in the Company owners’
ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions. In such circumstances, the carrying amounts of the controlling and non-controlling
interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference
between the amount by which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed to owners of the parent.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-
group transactions are eliminated in preparing the consolidated financial statements.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment
losses. The cost of an item of property, plant and equipment initially recognised includes its purchase price,
any cost that is directly attributable to bringing the asset to the location and condition necessary for it to
be capable of operating in the manner intended by management and costs of dismantling and removing
the items and restoring the site on which they are located. Cost also includes borrowing costs that are
directly attributable to the acquisition, construction, or production of a qualifying asset.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is
derecognised. All other repairs and maintenance costs are charged to the profit or loss during the financial
year in which they are incurred.
When an asset is revalued, the accumulated depreciation is eliminated against the gross carrying amount
of the asset. The net amount is then restated to the revalued amount of the asset. When an asset’s
carrying amount is increased as a result of a revaluation, the increase is recognised in OCI as a revaluation
surplus reserve. When the asset’s carrying amount is decreased as a result of a revaluation, the decrease
is recognised in profit or loss. However, the decrease is recognised in to the extent of any credit balance
existing in the revaluation surplus reserve of that asset.
Freehold land and buildings and leasehold land and buildings are stated at their revalued amount, being its
fair value at the date of revaluation, less subsequent accumulated depreciation and subsequent impairment
losses, if any. Revaluation is made with sufficient regularity to ensure that the carrying amount does not
differ materially from that which would be determined using fair value at the reporting date.
Depreciation on the property, plant and equipment are calculated so as to write off the cost or valuation
of the assets to their residual values on a straight line basis over the expected useful lives of the assets,
summarised as follows:
Capital work-in-progress consists of building under construction for intended yet as factory and office. The
amount is stated at cost. Capital work-in-progress is not depreciated until the assets are ready for their
intended use.
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
At each reporting date, the Group and the Company assess whether there is any indication of impairment.
If such indications exist, an analysis is performed to assess whether the carrying amount of the asset
is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount. See
accounting policy Note 3.5 on impairment of non-financial assets.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing
proceeds with carrying amounts and are included in the profit or loss.
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date.
At each reporting date, the Group and the Company assess whether there is any indication of impairment.
If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is
fully recoverable. A write down is made if the carrying amount exceeds the recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing
proceeds with carrying amounts and are included in the profit or loss. On disposal of revalued assets,
amounts in the revaluation reserve relating to those assets are transferred to retained earnings.
Investment properties are properties which are owned or held under a leasehold interest to earn rental
income or for capital appreciation or both, but not for sale in the ordinary course of business, use in the
production or supply of goods or services or for administrative purposes.
Investment properties are initially measured at cost, including transaction costs and subsequently at fair
value, representing open market value determined annually by independent valuers or assessed by the
Directors. Fair value is based on active market prices, adjusted, if necessary, for any difference in the nature,
location or condition of the specific assets. If this information is not available, the Group will use alternative
valuation method such as recent prices on less active markets or discounted cash flow projections. Changes
in fair values are recognised in profit or loss for the period in which they arise.
Where the fair value of the investment property under construction is not reliably determinable, the investment
property under construction is measured at cost and not depreciation until either its fair value becomes
reliably determinable or construction is complete, whichever is earlier.
Investment property is derecognised when either it has been disposed of or when the investment property
is permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gain
or loss on the retirement or disposal of an investment property is recognised in profit or loss in the year of
retirement or disposal.
Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair
value at the date of change in use. For a transfer from owner-occupied property to investment property,
the property is accounted for in accordance with the accounting policy for property, plant and equipment
up to the date of change in use.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
An intangible asset shall be recognised if, and only if it is probable that the expected future economic
benefits that are attributable to the asset will flow to the entity and that the cost of the asset can be measured
reliably. An entity shall assess the probability of the expected future economic benefits using reasonable
and supportable assumptions that represent management’s best estimate of the set of economic conditions
that will exist over the useful life of the asset. An intangible asset shall be measured initially at cost.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised over their useful economic lives and assessed for impairment
whenever there is an indication that the intangible assets may be impaired. The amortisation period and
the amortisation method for an intangible asset with a finite useful life is reviewed annually. Changes in
the expected useful life or the expected pattern of consumption of future economic benefits embodied
in the asset is accounted for by changing the amortisation period or method, as appropriate, and treated
as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is
recognised in the profit or loss in the expense category consistent with the function of the intangible asset.
Intangible assets that have been capitalised are amortised on a straight line basis over the period of their
expected benefit, commencing from the period when the intangible assets are available for use.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the
cash generating unit level. Such intangible are not amortised. The useful life of an intangible asset with
an indefinite life is reviewed annually to determine whether indefinite life assessment continues to be
supportable. If not, the change in the useful life assessment from indefinite to finite is made on a prospective
basis.
An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no
future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of
the asset) is included in the statement of profit or loss.
Intellectual property is carried at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is charged using the straight-line method over their estimated useful lives of
twenty years. The amortisation method of intangible assets is reviewed at least at the end of the
financial period. The effects of any revisions are recognised in profit or loss when the change arise.
Intellectual property is written off where, in the opinion of the directors, no further future economic
benefits are expected to arise.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
(i) its ability to measure reliably the expenditure attributable to the assets under development;
(v) the availability of adequate technical, financial and other resources to complete the assets
under development.
Capitalised development expenditures are measured at cost less accumulated amortisation and
impairment losses, if any. Development expenditure initially recognised as an expense is not
recognised as assets in the subsequent period.
Development expenditures are amortised on a straight-line basis over its useful life. Impairment is
assessed whenever there is an indication of impairment and the amortisation period and method are
also reviewed at the end of each reporting period. See accounting policy Note 3.5 on impairment of
non-financial assets.
3.4.3 Goodwill
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill
is reviewed for impairment annually or more frequently if events or changes in circumstances indicate
that the carrying amount may be impaired. The impairment value of goodwill is recognised immediately
in profit or loss. An impairment loss recognised for goodwill is not reversed in a subsequent period.
Under the acquisition method, any excess of the sum of the fair value of the consideration transferred
in the business combination, the amount of non-controlling interests recognised and the fair value
of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the
acquiree’s identifiable assets and liabilities at the date of acquisition is recorded as goodwill.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group and the Company assess at each reporting date whether there is an indication that an asset
may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is
required, the Group and the Company make an estimate of the asset’s recoverable amount.
For goodwill and property, plant and equipment that are not yet available for use, the recoverable amount is
estimated at each financial year/period end or more frequently when indicators of impairment are identified.
An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in use. For the
purpose of impairment testing, assets are grouped together into the smallest group of assets that generates
cash inflows from continuing use that are largely independent of the cash inflows of non-financial assets
or CGUs.
In assessing value in use, the estimated future cash flows expected to be generated by the assets are
discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the assets. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses
recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any
goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other
assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued where the
revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in
other comprehensive income up to the amount of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. A previously recognised impairment loss
is reversed only when there has been a change in the estimates used to determine the assets recoverable
amount since the last impairment loss was recognised. If that is the case, the carrying amount of that asset
is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have
been determined, net of depreciation, if no impairment loss had been recognised previously. Such reversal
is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal
is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.
3.6 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost of raw materials comprises the
cost of purchase plus the cost of bringing the inventories to their present location and condition. Costs of
inventories are determined on a first-in-first-out basis and weighted average cost formula. Cost of finished
goods and work-in-progress includes raw materials, direct labour and appropriate proportion of production
overheads. Net realisable value represents the estimated selling price for inventories less all estimated
costs of completion and costs necessary to make the sale.
Cash and cash equivalents comprise cash at bank and in hand and demand deposits that are readily
convertible to known amount of cash and which are subject to an insignificant risk of changes in value with
original maturities of three months or less, and are used by the Group and the Company in management
of their short term funding requirements.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
3.8.1 Classification
Financial assets are recognised in the statements of financial position when, and only when, the
Group and the Company become a party to the contractual provisions of the financial instrument.
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income (FVOCI), and fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s and the Company’s business model for managing them.
With the exception of trade receivables that do not contain a significant financing component or
for which the Group and the Company have applied the practical expedient, the Group and the
Company initially measure a financial asset at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant
financing component or for which the Group and the Company have applied the practical expedient
are measured at the transaction price determined under MFRS 15.
The Group’s and the Company’s business model for managing financial assets refer to how it manages
its financial assets in order to generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or both.
For the purpose of subsequent measurement under MFRS 9, financial assets are classified as follows:
Financial assets shall be measured at amortised cost if both of the following conditions are
met:
(a) the financial asset is held within a business model with the objective to hold financial
assets in order to collect contractual cash flows; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest
(“EIR”) method and are subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
The Group’s and the Company’s financial assets at amortised cost includes trade receivables,
other receivables, amount owing from subsidiary companies and cash and bank balances.
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Debt instruments
Debt instruments are measured at FVOCI if both of the following conditions are met:
(a) the financial asset is held within a business model with the objective of both holding
to collect contractual cash flows and selling; and
(b) the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
For debt instruments at FVOCI, interest income, foreign exchange revaluation and impairment
losses or reversals are recognised in the statement of profit or loss and computed in the same
manner as for financial assets measured at amortised cost. The remaining fair value changes
are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in
OCI is recycled to profit or loss.
The Group and the Company did not hold any debt instruments at FVOCI at the current and
previous financial year/period end.
Equity instruments
This category comprises investment in equity that is not held for trading, and the Group and
the Company irrevocable elect to present subsequent changes in the investment’s fair value
in other comprehensive income. This election is made on an investment-by-investment basis.
Dividends are recognised as income in profit or loss unless the dividend clearly represents
a recovery of part of the cost of investment. Other net gains and losses are recognised in
other comprehensive income. On derecognition, gains and losses accumulated in other
comprehensive income are not reclassified to profit or loss.
The Group and the Company did not hold any equity instruments at FVOCI at the current
and previous financial year/period end.
Financial assets at FVTPL include financial assets held for trading, financial assets designated
upon initial recognition at FVTPL, or financial assets mandatorily required to be measured
at fair value. Financial assets are classified as held for trading if they are acquired for
the purpose of selling or repurchasing in the near term. Derivatives, including separated
embedded derivatives, are also classified as held for trading unless they are designated as
effective hedging instruments. Financial assets with cash flows that are not solely payments
of principal and interest are classified and measured at FVTPL, irrespective of the business
model. Notwithstanding the criteria for debt instruments to be classified at amortised cost
or at FVOCI, as described above, debt instruments may be designated at fair value through
profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting
mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial
position at fair value with net changes in fair value recognised in the statement of profit or
loss.
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This category includes derivative instruments and listed equity investments which had not
irrevocably elected to classify at FVOCI. Dividends on listed equity investments are also
recognised as other income in the statement of profit or loss when the right of payment has
been established.
(a) the economic characteristics and risks are not closely related to the host;
(b) a separate instrument with the same terms as the embedded derivative would meet
the definition of a derivative; and
(c) hybrid contract is not measured at fair value through profit or loss.
Embedded derivatives are measured at fair value with changes in fair value recognised
in profit or loss. Reassessment only occurs if there is either a change in the terms of the
contract that significantly modifies the cash flows that would otherwise be required or a
reclassification of a financial asset out of the fair value through profit or loss category.
The Group’s and the Company’s financial assets at FVTPL include investment in quoted
shares and unquoted shares at the current and previous financial year/period end.
3.8.4 Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial
assets) is primarily derecognised (such as removed from the statements of financial position) when:
(a) the rights to receive cash flows from the asset have expired; or
(b) the Group and the Company have transferred its rights to receive cash flows from the asset
or has assumed an obligation to pay the received cash flows in full without material delay to
a third party under a ‘pass-through’ arrangement; and either (a) the Group and the Company
have transferred substantially all the risks and rewards of the asset, or (b) the Group and the
Company have neither transferred nor retained substantially all the risks and rewards of the
asset, but have transferred control of the asset.
On derecognition of a financial asset, the difference between the carrying amount of the financial
asset and the sum of consideration received (including any new asset obtained less any new liability
assumed) is recognised in profit or loss.
Financial assets and financial liabilities are offset and the net amount presented in the statement of
financial position when, and only when, the Group or the Company currently has a legally enforceable
right to set off the amounts and it intends either to settle them on a net basis or to realise the asset
and liability simultaneously.
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The Group and the Company recognise an allowance for expected credit losses (“ECL”) for all financial
assets measured at amortised cost, debt instruments measured at fair value through other comprehensive
income, contract assets and lease receivables. ECL are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group and the Company
expect to receive, discounted at an approximation of the original effective interest rate.
The Group and the Company measure loss allowance at an amount equal to lifetime expected credit loss,
except for debt securities that are determined to have low credit risk at the reporting date, cash and bank
balances and other debt securities for which credit risk has not increased significantly since initial recognition,
which are measured at 12-month expected credit loss. For trade receivables, contract assets and lease
receivables, loss allowance are measured based on lifetime expected credit losses at each reporting date.
The Group and the Company estimate the expected credit losses on trade receivables using a provision
matrix with reference to historical credit loss experience, adjusted for forward looking factor specific to
the debtors and the economic environment.
Lifetime expected credit losses are the expected credit losses that result from all possible default events over
the expected life of the asset, while the 12-month expected credit losses are the portion of the expected
credit losses that result from default events that are possible within the 12 months after the reporting date.
In determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating expected credit loss, the Group and the Company consider reasonable and supportable
information that is relevant and available without undue cost or effort.
An impairment loss in respect of the financial assets measured at amortised cost and debt investments
measured at fair value through other comprehensive income are recognised in profit or loss. A financial
asset is written off when there is no reasonable expectation of recovering the contractual cash flows of
the financial asset.
At each reporting date, the Group and the Company assess whether the financial assets carried at amortised
cost and debt securities carried at fair value through other comprehensive income are credit-impaired. A
financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated
future cash flows of that financial asset have occurred.
An equity instrument is any contract that evidences a residual interest in the assets of the Company
after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Dividends on ordinary shares are recognised in equity in the period in which
they are declared.
Proceeds from the issuance of warrants, net of issue costs, are credited to warrants reserve. This
reserve is non-distributable and will be transferred to share capital upon the exercise of warrants. The
warrants reserve in relation to unexercised warrants at the expiry of the warrants will be transferred
to retained earnings.
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Financial liabilities are classified according to the substance of the contractual arrangements entered into
and the definitions of a financial liability.
On initial recognition, the Group and the Company may irrevocably designate a financial liability
that otherwise meets the requirements to be measured at amortised cost as at fair value through
profit or loss:
(a) if doing so eliminates or significantly reduces an accounting mismatch that would otherwise
arise;
(b) a group of financial liabilities or assets and financial liabilities is managed and its performance
is evaluated on a fair value basis, in accordance with a documented risk management or
investment strategy, and information about the group is provided internally on that basis to
the Group’s and the Company’s key management personnel; or
(c) if a contract contains one or more embedded derivative and the host is not a financial asset
in the scope of MFRS 9, where the embedded derivative significantly modifies the cash flows
and separation is not prohibited.
Financial liabilities categorised as FVTPL are subsequently measured at fair value with gains or
losses, including any interest expense are recognised in the profit or loss.
For financial liabilities where it is designated as FVTPL upon initial recognition, the Group and the
Company recognise the amount of change in fair value of the financial liability that is attributable
to change in credit risk in the other comprehensive income and remaining amount of the change
in fair value in profit or loss, unless the treatment of the effects of changes in the liability’s credit
risk would create or enlarge an accounting mismatch.
The Group and the Company do not have financial liabilities at FVTPL at the current and previous
financial year/period end.
Other financial liabilities not categorised as FVTPL are subsequently measured at amortised cost
using the effective interest method.
Interest expense and foreign exchange gains and losses are recognised in the profit or loss. Any
gains or losses on derecognition are also recognised in the profit or loss.
Derecognition
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the
contract is discharged, cancelled or expired. A financial liability is also derecognised when its terms
are modified and the cash flows of the modified liability are substantially different, in which case,
a new financial liability based on modified terms is recognised at fair value. On derecognition of a
financial liability, the difference between the carrying amount of the financial liability extinguished or
transferred to another party and the consideration paid, including any non-cash assets transferred
or liabilities assumed, is recognised in profit or loss.
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3.12 Leases
3.12.1 Leases in which the Group and the Company are a lessee
At inception of a contract, the Group and the Company assess whether a contract is, or contains, a
lease based on whether the contract conveys to the user the right to control the use of an identified
asset for a period of time in exchange for consideration. If a contract contains more than one lease
component, or a combination of leasing and servicing elements, the consideration is allocated to
each of the lease and non-lease components and on each subsequent re-measurement of the
contract on the basis of their relative stand-alone selling prices. For a contract that is, or contains,
a lease, an entity shall account for each lease component within the contract as a lease separately
from non-lease components of the contract.
The Group and the Company recognise right-of-use assets at the commencement date of the
lease. Right-of-use assets are measured at cost, less accumulated amortisation and impairment
losses, and adjusted for any remeasurement of the lease liability. The cost of the right-of-use
asset comprises of the amount of lease liabilities adjusted for the lease payments that are paid
at or before the commencement date, plus any initial direct costs incurred and an estimate
of costs to be incurred for dismantling and removing the underlying asset or restoring the
underlying asset or the site on which it is located, less any lease incentives received. If the
Group and the Company are reasonably certain that the ownership of the underlying asset
will be transferred to them by the end of the lease term, the right-of-use asset are amortized
from the commencement date to the end of the useful life of the underlying asset. Otherwise,
the right-of-use asset are depreciated on a straight-line basis from the commencement date
to the earlier of the end of its useful life or the end of the lease term.
Amortisation on the right-of-use assets are calculated using straight-line basis over the earlier
of the estimated useful lives of the right-of-use assets of the end of the lease term. The lease
terms of right-of-use assets are as follows:
At the commencement date of the lease, the Group and the Company recognises lease
liabilities measured at the present value of lease payments to be made over the lease term.
The lease payments include fixed payments (including in-substance fixed payments) less any
lease incentives receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease payments also include
the exercise price of a purchase option reasonably certain to be exercised by the Group and
the Company and payments of penalties for terminating the lease, if the lease term reflects
the Group and the Company exercising the option to terminate.
Variable lease payments that do not depend on an index or a rate are recognised as expenses
(unless they are incurred to produce inventories) in the period in which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing
rate at the lease commencement date because the interest rate implicit in the lease is not
readily determinable. After the commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured if there is a modification, a change in
the lease term, a change in the lease payments (e.g., changes to future payments resulting
from a change in an index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
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3.12.1 Leases in which the Group and the Company are a lessee (Cont’d)
The Group and the Company elected to apply exemption to those short term leases in which
the lease term is 12 months or less from the commencement date and without purchase option.
Besides, exemption is also applied for the lease of low value assets. The lease payments
incurred on the exempted leases are recognised as expenses on a straight-line basis over
the lease term.
The lease term includes non-cancellable period of a lease together with periods covered by an
option to extend or terminate the lease if the Group and the Company are reasonably certain
to exercise that option.
Under some of the leases, the Group and the Company are offered with the option to extend
the lease term for additional two years. The Group and the Company apply judgement
in considering all relevant facts and circumstances that create an economic incentive to
exercise the extension option or not to exercise the termination option, to evaluate whether
it is reasonably certain that the option will be exercised. After the commencement date, the
Group and the Company reassess the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise the option to renew
or not to terminate.
3.13 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred with any difference
between the initial fair value and proceeds (net of transaction costs) being charged to profit or loss at initial
recognition. In subsequent periods, borrowings are stated at amortised cost using the effective interest
method with the difference between the initial fair value and the redemption value is recognised in the profit
or loss over the period of the borrowings.
Profit, interest, dividends, losses and gains relating to a financial instrument, or a component part, classified
as a liability is reported within finance cost in the profit or loss.
Borrowings are classified as current liabilities unless the Group and the Company have an unconditional
right to defer settlement of the liability for at least 12 months after the financial position date.
Borrowing costs incurred to finance the construction of property, plant and equipment are capitalised as
part of the cost of the asset during the period of time that is required to complete and prepare the asset
for its intended use. All other borrowing costs are expensed.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent
that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until
the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility
will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the
period of the facility to which it relates.
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Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability or in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must be accessible by the
Group and the Company.
When measuring the fair value of an asset or a liability, the Group and the Company use observable market
data as far as possible. Fair value is categorised into different levels in a fair value hierarchy based on the
input used in the valuation technique as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group and
the Company can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly or indirectly.
The fair value of an asset or a liability is measured using the assumptions that market participants act in
their economic best interest when pricing the asset or liability.
The Group and the Company use valuation techniques that are appropriate in the circumstances and for
which sufficient data are available to measure fair value, maximising the use of relevant observable inputs
and minimising the use of unobservable inputs.
All assets and liabilities for which fair value are measured or disclosed in the financial statements are
categorised within the fair value hierarchy based on the lowest level input that is significant to the fair value
measurement as a whole.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group and
the Company determine whether transfers have occurred between levels in the hierarchy by re-assessing
categorisation (based on the lowest level input that is significant to the fair value measurement as a whole)
at the financial year/period end.
Current income tax assets and liabilities are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted at the reporting date in the countries where
the Group and the Company operates and generates taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not
in the statement of profit or loss. Management periodically evaluates positions taken in the tax
returns with respect to situations in which applicable tax regulations are subject to interpretation
and establishes provisions where appropriate.
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Deferred tax is provided using the liability method on temporary differences between the tax bases
of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting
date.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
(a) When the deferred tax liability arises from the initial recognition of goodwill or an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss;
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of
unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences,
and the carry forward of unused tax credits and unused tax losses can be utilised, except:
(a) When the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss;
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profit will be available to allow all or part
of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each
reporting date and are recognised to the extent that it has become probable that future taxable
profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have
been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss.
Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly
in equity.
Tax benefits acquired as part of a business combination, but not satisfying the criteria for
separate recognition at that date, are recognised subsequently if new information about facts and
circumstances change. The adjustment is either treated as a reduction in goodwill (as long as it
does not exceed goodwill) if it was incurred during the measurement period or recognised in profit
or loss.
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The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally
enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets
and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the
same taxable entity or different taxable entities which intend either to settle current tax liabilities
and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax liabilities or assets are expected to be
settled or recovered.
3.16 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the
Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
3.17 Contingencies
Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be
estimated reliably, the obligation is not recognised in the Statements of Financial Position and is disclosed as
a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations,
whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events,
are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group and
of the Company in the current and previous financial year/period end.
Government grants are recognised when there is reasonable assurance that the grant will be received and
all attached conditions will be complied with.
Where the grant relates to an assets, it is recognised as deferred income in the statements of financial position
and transferred to profit or loss over the expected useful life of the related asset. Where the grant relates
to an expense item, it is recognised in profit or loss, under the heading of “other income”, on a systematic
basis over the periods that the related costs, for which it is intended to compensate, are expensed.
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The Group and the Company recognises revenue from contracts with customers for goods or services
based on the five-step model as set out in MFRS 15:-
(iv) Allocate the transaction price to the performance obligation in the contract.
(v) Recognise revenue when the Group and the Company satisfy a performance obligation.
The Group and the Company satisfies a performance obligation and recognises revenue over time if the
Group’s performance:-
(i) Do not create an asset with an alternative use to the Group and the Company have an enforceable
right to payment for performance completed to-date; or
(ii) Create or enhance an asset that the customer controls as the asset is created or enhanced; or
(iii) Provided benefits that the customer simultaneously receives and consumes as the Group and the
Company perform.
For performance obligations where any one of the above conditions not met, revenue is recognised at a
point in time at which the performance obligation is satisfied.
When the Group and the Company satisfies a performance obligation by delivering the promised goods or
services, it creates a contract based on asset for the amount of consideration earned by the performance.
Where the amount of consideration received from a customer exceeds the amount of revenue recognised,
this gives rise to a contract liability.
Revenue is measured at fair value of consideration received or receivable. The following describe the
performance obligation in contracts with customers:-
Revenue from sales of goods is recognised at the point in time when the customer obtains control
of goods, which is generally at the time of delivery. Revenue is measured at the fair value of the
consideration received or receivable, net of discounts and taxes applicable to the revenue.
The Company offers its customers project management consultancy services. Revenue is allocated
to the services obligations and recognised over the period of performance of services to customers.
When consideration is collected from customers in advance of services being performed, a contract
liability is recognised. The contract liability would be recognised as revenue when the related
services is rendered.
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Interest income is recognised as it accrues, taking into account the principal outstanding and the
effective rate over period of maturity.
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-
monetary benefits are recognised as expense in the financial year in which the associated services
are rendered by employees of the Group and the Company. Short term accumulating compensated
absences such as paid annual leave are recognised when services are rendered by employees
that increase their entitlement to future compensated absences. Short term non-accumulating
compensated absences such as sick leave are recognised when the absences occur.
Defined contribution plans are post-employment benefits plans under which the Group and
the Company pays fixed contributions into separate entities or funds and will have no legal or
constructive obligation to pay further contributions if any of the funds do not hold sufficient assets to
pay all employee benefits relating to employee services in the current and preceding financial year/
period. The contributions are charged as an expense in the financial year in which the employees
render their services. As required by law, the Group and the Company make such contributions to
the Employees Provident Fund (“EPF”).
The cost of equity-settled share-based payment is determined by the fair value at the date when
the grant is made using an appropriate valuation model.
The fair value determined at the grant date of the equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Company’s estimate of equity
instruments that will eventually vest, with a corresponding increase in equity. At the end of each
reporting period, the Company revises its estimate of the number of equity instruments expected
to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss
such that the cumulative expense reflects the revised estimate, with a corresponding adjustment
to the share option reserve.
The fair value of the employee share options is measured using the Trinomial Option Pricing Model.
Measurement inputs include share price on measurement date, exercise price of the instrument,
expected volatility (based on weighted average historic volatility adjusted for changes expected
due to publicly available information), weighted average expected life of the instruments (based
on historical experience and general option holder behaviour), expected dividends, and the risk-
free interest rate (based on government bonds). Service and non market performance conditions
attached to the transactions are not taken into account in determining fair value.
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Equity-settled share-based payments with parties other than employees are measured at the fair
value of the goods and services received, except where that fair value cannot be estimated reliably,
in which case they are measured at the fair value of the equity instruments granted at the date the
Company obtains the goods or the counterparty renders the service.
For cash-settled share-based payment, a liability is recognised for the goods or services acquired,
measured initially at the fair value of the liability. At the end of reporting period until the liability is
settled, and at the date of settlement, the fair value of the liability is remeasured, with any changes
in the fair value recognised in profit or loss for the financial year.
Close members of the family of an individual are those family members who may be expected to influence,
or be influenced by, that individual in their dealings with entity.
The financial statements of the Group and of the Company are measured using the currency of
the primary economic environment in which the Group and the Company operate (“the functional
currency”). The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which
is also the Group’s and the Company’s functional currency.
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Transactions in currencies other than the Group’s and the Company’s functional currency (“foreign
currencies”) are recorded in the functional currency using the exchange rates prevailing at the dates
of the transactions. At each reporting date, monetary items denominated in foreign currencies are
translated at the rates prevailing on the reporting date. Non-monetary items carried at fair value
that are denominated in foreign currencies are translated at the rates prevailing on the date when
the fair value was determined. Non-monetary items that are measured in terms of historical cost in
a foreign currency are not translated. Exchange differences arising on the settlement of monetary
items, and on the translation of monetary items, are included in profit or loss for the period. Exchange
differences arising on the translation of non-monetary items carried at fair value are included in
profit or loss for the period except for the differences arising on the translation of non-monetary
items in respect of which gains and losses are recognised directly in equity.
The assets and liabilities of foreign operations denominated in the functional currency different from
the presentation currency, including goodwill and fair value adjustments arising on acquisition, are
translated into the presentation currency at exchange rates prevailing at the reporting date. The
income and expenses of foreign operations are translated at exchange rates at the dates of the
transactions.
Exchange differences arising on the translation are recognised in OCI. However, if the foreign
operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation
difference is allocated to the non-controlling interests.
When a foreign operation is disposed of such that control is lost, the cumulative amount in foreign
exchange translation reserves related to that foreign operation is reclassified to profit or loss. For
a partial disposal not involving loss of control of a subsidiary that includes a foreign operation, the
proportionate share of cumulative amount in foreign exchange translation reserve is reattributed
to non-controlling interests.
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components. An operating segment’s operating results are reviewed regularly by the
chief operating decision maker to make decisions about resources to be allocated to the segment and
assess its performance, and for which discrete financial information is available. Additional disclosures on
each of these segments are disclosed in the notes of the segment information, including the factors used
to identify the reportable segments and the measurement basis of segment information.
The Group presents basic and diluted earnings per share data for its ordinary shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company
by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares
held.
Diluted earnings per share is calculated by dividing the profit for the year attributable to ordinary equity
holders of the Company by the weighted average number of ordinary shares in issue during the financial
period plus the weighted average number of ordinary shares that would be issued on conversion of all
dilutive potential ordinary shares from exercise of Warrants and Employee Share Options into ordinary
shares.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The preparation of financial statements in conformity with MFRSs requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of the revenue and expenses
during the reporting period. It also requires directors to exercise their judgement in the process of applying the
Group’s and the Company’s accounting policies. Although these estimates and judgement are based on the
directors’ best knowledge of current events and actions, actual results may differ.
The areas involving a higher degree of judgement or complexity that have the most significant effect on the Group’s
and the Company’s financial statements, or areas where assumptions and estimates that have a significant risk of
resulting in a material adjustment to the Group’s and the Company’s financial statements within the next financial
year are disclosed as follows:
The cost of property, plant and equipment are depreciated on a straight-line basis over the assets’ estimated
economic useful lives. Management estimates the useful lives of these property, plant and equipment to
be within a range of 2.5 to 99 years and right-of-use assets to be within a range of 0.5 to 5 years. These
are common life expectancies applied in this industry.
Changes in the expected level of usage and technological developments could impact the economic useful
lives and the residual values of these assets and therefore future depreciation charges could be revised.
The carrying amount of the Group’s and the Company’s property, plant and equipment and right-of-use
assets at the reporting date are disclosed in Note 5 and Note 7 to the financial statements.
The Group determines whether a property qualified as an investment property, and has developed a criteria
in making that judgement. Investment property is a property held to earn rentals or for capital appreciation
or both. Therefore, the Group considers whether a property generates cash flows largely independent of
the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion
that is held for use in the production or supply of goods or services or for administrative purposes. If these
portion could be sold separately (or leased out separately under a finance lease), the Group accounts for the
portions separately. If the portion could not be sold separately, the property is an investment property only
if an insignificant portion is held for use in the production or supply goods or services or for administrative
purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so significant
that a property does not qualify as investment property.
4.3 Determining the lease term of contracts with renewal options – the Group and the Company as
lessee
The Group and the Company determines the lease term as non-cancellable term of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be exercised.
The Group and the Company has several lease contracts that include extension option. The Group and the
Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the
option to renew the lease. That is, it considers all relevant factors that create an economic incentive for it
to exercise either the renewal or termination. After the commencement date, the Group and the Company
reassesses the lease term if there is a significant event or change in circumstances that is within its control
and affects its ability to exercise or not to exercise the option to renew.
The Group and the Company included the renewal period as part of the lease term for leases of building with
shorter non-cancellable period (i.e., one to two years). The Group and the Company typically exercises its
option to renew for these leases because there will be a significant negative effect on profit if a replacement
building for rent is not readily available.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group and the Company cannot readily determine the interest rate implicit in the lease, therefore, it
uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that
the Group and the Company would have to pay to borrow over a similar term, and with a similar security,
the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment. The IBR therefore reflects what the Group and the Company ‘would have to pay’, which
requires estimation when no observable rates are available (such as for subsidiaries that do not enter into
financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease
(for example, when leases are not in the subsidiary’s functional currency). The Group estimates the IBR
using observable inputs (such as market interest rates) when available and is required to make certain
entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
The Group writes down their obsolete or slow moving inventories based on the assessment of their estimated
net selling price. Inventories are written down when events or changes in circumstances indicate that the
carrying amounts may not be recoverable. The management specifically analyses sales trend and current
economic trends when making a judgement to evaluate the adequacy of the write-down of obsolete or
slow moving inventories. The economic uncertainties resulting from COVID-19 pandemic may continue to
impact the saleability of inventories. Where expectations differ from the original estimates, the differences
will impact the carrying amount of inventories.
The carrying amounts of the Group’s inventories are disclosed in Note 11.
The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based
on days past due for groupings of various customer segments that have similar loss patterns (i.e. by
geographical region, products type, customer type and rating).
The provision matrix is initially based on the Group’s historical observed default rates. The Group will
calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For
instance, if forecast economic conditions (i.e. gross domestic product) are expected to deteriorate over
the next year which can lead to an increased number of defaults in the manufacturing sector, the historical
default rates are adjusted. At every reporting date, the historical observed default rates are updated and
changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of
forecast economic conditions. The Group’s historical credit loss experience and forecast of economic
conditions may also not be representative of customers’ actual default in the future. The information about
the ECLs on the Group’s trade receivables is disclosed in the Note 12.
When recoverable amount of an asset is determined based on the estimate of the value-in-use of the
cash generating unit to which the asset is allocated, the management is required to make an estimate of
the expected future cash flows from the cash generating unit and also to apply a suitable discount rate in
order to determine the present value of those cash flows.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group perform an annual assessment of the carrying value of its goodwill against the recoverable amount
of the cash-generating units (“CGUs”) to which the goodwill have been allocated. The measurement of the
recoverable amount of CGUs are determined based on the value-in-use method, incorporating the present
value of estimated future cash flows expected to arise from the respective CGU’s ongoing operations.
Management judgement is used in the determination of the assumptions made, particularly the cash flow
projections, discount rates and the growth rates used. The estimation of pre-tax cash flows is sensitive to
the periods for which the forecasts are available and to assumptions regarding the long-term sustainable
cash flows, and reflect management’s view of future performance.
There are certain transactions and computations for which the ultimate tax determination may be different
from the initial estimate. The Group and the Company recognised tax liabilities based on their understanding
of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary course of business.
Where the final outcome of these matters is different from the amounts that were initially recognised, such
difference will impact the income tax and deferred tax provisions in the year in which such determination
is made.
Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and other
deductible temporary differences to the extent that it is probable that future taxable profits would be
available against which the tax losses, capital allowances and other deductible temporary differences
could be utilised. Significant management judgement is required to determine the amount of deferred tax
assets that could be recognised, based on the likely timing and extent of future taxable profits together
with future tax planning strategies. Total carrying value of unrecognised tax losses, unabsorbed capital
allowances and other taxable temporary differences of the Group are disclosed in Note 19.
The Company grants share options to directors who have met the specified conditions. The share options
granted are measured at fair value at grant date using a binomial option pricing model. The key assumptions
or inputs used in the binomial option pricing model include: (a) the current price, (b) the exercise price,
(c) the risk-free rate, (d) the volatility of the share price (e) the dividend yield and (f) the time period to
maturity, and with an adjustment for an early exercise of option based on the Group’s and the Company’s
past experience with earlier exercises. As the volatility of the share price is estimated based on past price
movements, the actual volatility may not coincide with the estimates made. [The volatility of share price
and cash flow uncertainty from COVID-19 pandemic may result in higher level of estimation uncertainty
to the assumptions used in the measurement of fair value of share options.] Similarly, the actual early
exercise of options granted may not coincide with the estimates made. These differences may affect the
fair value measurement of the options granted but they are not adjusted retrospectively because the equity
component of the options granted is not remeasured to fair value subsequent to their initial recognition.
The carrying amount of share option reserve and assumptions and models used for estimating fair value
for share-based payment transactions are disclosed in Note 16.
97
98
5. PROPERTY, PLANT AND EQUIPMENT
Group
Capital
Leasehold Plant and Tools and Motor Office Computer work-in-
(cont’d)
land Buildings machinery equipment vehicles equipment Renovation software Signboard progress Total
2022 RM RM RM RM RM RM RM RM RM RM RM
Balance as at end of the financial year 6,800,000 – 3,575 17,908 7,866,265 617,441 199,200 678,558 40,974 – 16,223,921
Acquisition of a subsidiary (Note 9 (b)) – – 2,153 13,563 341,719 405,003 – 472,352 28,280 – 1,263,070
Charge for the financial year 108,754 – 116,005 2,090 1,059,496 80,071 734,079 71,934 4,313 – 2,176,742
Disposal of subsidiaries (Note 9 (e)) (1,296) (496,985) (788,990) – (56,011) (8,201) – – – (248,459) (1,599,942)
Written off – (8,651) (3,959,912) (1,387,450) (249,712) (69,868) (4,885,158) – – – (10,560,751)
Exchange differences 57 21,964 32,586 3,291 10,249 (21,518) 115,048 – – 10,980 172,657
Balance as at end of the financial year 108,754 – 2,194 15,653 1,563,071 475,265 33,667 544,286 32,593 – 2,775,483
Group
At valuation Capital
leasehold Leasehold Plant and Tools and Motor Office work-in-
land land Buildings machinery equipment vehicles equipment Renovation progress Total
2021 RM RM RM RM RM RM RM RM RM RM
Transferred to investment
properties (Note 8) (4,599,072) – (3,494,427) – – – – – – (8,093,499)
Written off – – (31,675) (738,184) (522,306) – (71,293) – – (1,363,458)
Exchange differences 341,828 744,058 261,020 448,304 141,699 23,359 10,853 680,208 117,197 2,768,526
Less: Accumulated
depreciation
Balance as at beginning
of the financial period 876,390 – 1,515,856 4,096,492 1,763,247 243,518 107,376 2,580,528 – 11,183,407
Charge for the financial period 74,579 1,198 690,979 884,024 920 192,122 31,574 1,252,204 229,617 3,357,217
Transferred to investment
properties (Note 8) (1,023,891) – (1,848,110) – – – – – – (2,872,001)
Written off – – (20,426) (733,470) (521,597) – (71,007) – – (1,346,500)
Exchange differences 72,922 41 145,373 353,306 141,589 21,690 21,835 236,966 7,862 1,001,584
99
KANGER INTERNATIONAL BERHAD Annual Report 2022
Company
Computer Leasehold Motor Office
software land vehicles equipment Renovation Total
2022 RM RM RM RM RM RM
Less: Accumulated
depreciation
Balance as at beginning
of the financial year – – 19,865 5,642 13,748 39,255
Charge for the financial year 3,163 108,754 68,016 6,319 19,920 206,172
2021
Less: Accumulated
depreciation
Balance as at beginning
of the financial period – – – – – –
Charge for the financial period – – 19,865 5,642 13,748 39,255
100
KANGER INTERNATIONAL BERHAD Annual Report 2022
(a) The carrying amount of the property, plant and equipment under hire purchase are as follows:
Group Company
2022 2021 2022 2021
RM RM RM RM
(b) During the financial year, the purchase of property, plant and equipment was financed as follows:
Group Company
2022 2021 2022 2021
RM RM RM RM
(c) The carrying amount of the land and building of the Group pledged as securities for term loans granted to
a subsidiary company as disclosed in Note 18 are shown as below:
Group
2022 2021
RM RM
– 33,416,993
101
KANGER INTERNATIONAL BERHAD Annual Report 2022
6. INTANGIBLE ASSETS
Group
Development Intellectual
Goodwill costs property rights Total
2022 RM RM RM RM
At cost
Balance as at beginning of the
financial year – 1,500,000 14,513,283 16,013,283
Written off – (1,500,000) (14,924,955) (16,424,955)
Exchange differences – – 411,672 411,672
Acquisitions of a subsidiary (Note 9 (b)) 90,286,357 – – 90,286,357
2021
At cost
Balance as at beginning of the
financial period 8,785,037 10,852,100 19,637,137
Additions 15,995 8,160 24,155
Written off (464,687) (2,120,115) (2,584,802)
Reclassification (4,974,382) 4,974,382 –
Reclassification to inventory (2,430,990) – (2,430,990)
Exchange differences 569,027 798,756 1,367,783
102
KANGER INTERNATIONAL BERHAD Annual Report 2022
Goodwill
The Group considers each subsidiary company as a single CGU and the carrying amount of goodwill is allocated
to the respective subsidiary companies.
The estimate of net cash flow for the disposal of the asset at the end of its useful life is the present value of the
amount that the Group expects to obtain from the disposal of the asset in an arm’s length transaction between
knowledgeable, willing parties, after deducting the estimated cost of disposal.
The recoverable amount of intangible asset has been determined based on value-in-use (“VIU”) calculations
using the profit and cash flow projections approved by the management covering a five (5) years period. The
management has assessed the impairment of intangible assets based on five (5) years projected cash flow with
the following assumptions:
Group
CGU 1 CGU 2
Intellectual
property
rights and
development
costs Goodwill
% %
2022
2021
The Group believes that any reasonable possible change in the above key assumptions applied are not likely to
materially cause the recoverable amounts to be lower than their carrying amounts.
The management carried out an annual review of the recoverable amounts of its goodwill at each financial year.
No impairment loss provided in current financial year.
The Group believe that no reasonable possible changes in any of the key assumptions above will cause the
carrying values of the CGU to materially exceed its recoverable amount.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
7. LEASES
The Group as lessee
Buildings Total
2022 RM RM
At cost
Balance as at beginning of the financial year 4,700,147 4,700,147
Acquisition of a subsudiary (Note 9 (b)) 291,933 291,933
Additions 2,774,970 2,774,970
Derecognition (189,451) (189,451)
Exchange differences (496,808) (496,808)
Disposal of subsidiaries (Note 9 (e)) (3,599,260) (3,599,260)
2021
At cost
Balance as at beginning of the financial period 7,373,422 7,373,422
Additions 604,079 604,079
Derecognition (3,581,795) (3,581,795)
Exchange differences 304,441 304,441
104
KANGER INTERNATIONAL BERHAD Annual Report 2022
7. LEASES (cont’d)
Group
2022 2021
RM RM
At cost
Balance as at beginning of the financial year/period 3,143,190 3,350,815
Acquisition of a subsidiary (Note 9 (b)) 188,865 –
Additions 3,112,645 604,079
Interest expense (Note 25) 127,066 225,154
Less: Repayment (906,849) (1,320,325)
Disposal of subsidiaries (Note 9 (e)) (2,743,101) –
Exchange differences 87,985 283,467
Analysed as:
Current liability 1,022,421 1,026,916
Non-current liability 1,987,380 2,116,274
3,009,801 3,143,190
Group
2022 2021
% %
105
KANGER INTERNATIONAL BERHAD Annual Report 2022
7. LEASES (cont’d)
Buildings Total
2022 RM RM
At cost
Balance as at beginning of the financial year 604,079 604,079
2021
At cost
Balance as at beginning of the financial period – –
Additions 604,079 604,079
106
KANGER INTERNATIONAL BERHAD Annual Report 2022
7. LEASES (cont’d)
Company
2022 2021
RM RM
At cost
Balance as at beginning of the financial year/period 488,076 –
Additions – 604,079
Interest expense (Note 25) 34,467 29,027
Less: Repayment (247,200) (145,030)
Analysed as:
Current liability 197,917 212,733
Non-current liability 77,426 275,343
275,343 488,076
2022 2021
% %
107
KANGER INTERNATIONAL BERHAD Annual Report 2022
7. LEASES (cont’d)
Lease liabilities
Group Company
2022 2021 2022 2021
RM RM RM RM
Group Company
2022 2021 2022 2021
RM RM RM RM
Current liabilities
- Not later than one year 1,022,421 1,026,916 197,917 212,733
Non-current liabilities
- Later than one year and
not later than five years 1,987,380 2,116,274 77,426 275,343
Group Company
2022 2021 2022 2021
RM RM RM RM
(b) At the end of the financial year, the Group had total cash outflow for leases of RM779,783 (2021:
RM1,095,171) and the Company had total cash outflow for leases of RM212,733 (2021: RM116,003).
108
KANGER INTERNATIONAL BERHAD Annual Report 2022
8. INVESTMENT PROPERTIES
At Cost At valuation
Residential
commercial
condominium
under Residential Commercial
construction condominium buildings Total
RM RM RM RM
2022
2021
(a) Included in commercial buildings is an unit of 19 storey building and an unit of 6 storey building at Ganzhou
City, China. The properties were owned by one of its former subsidiary, Ganzhou Kanger Industrial Co.
Ltd.. The Group has pledged investment properties with carrying amount of Nil (2021: RM185,138,243) to
licensed banks to secure term loan granted to the Group as referred to in Note 18.
(b) Included in residential commercial condominium is 126 parcel of units of condominium at Block A, Antara
@ Genting Highland, Pahang. The properties is own by one of its subsidiary, Kanger Ventures Sdn. Bhd..
109
KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group’s investment properties and fair value hierarchy as at 31 March 2022 is as follows:
2022
Level 1 Level 2 Level 3 Total
RM RM RM RM
– – 71,435,000 71,435,000
2021
Level 1 Level 2 Level 3 Total
RM RM RM RM
– 185,138,243 – 185,138,243
The fair value of an asset or liability to be transferred between levels is determined as of the date of the event or
change in circumstances that caused the transfer.
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical financial assets or
liabilities that the entity can access at the measurement date.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable
for the financial assets or liabilities, either directly or indirectly.
Level 2 fair values of land and buildings have been generally derived using the sales comparison approach.
Sales price of comparable properties in close proximity are adjusted for the differences in key attributes such
as property size. The most significant input into this valuation approach is price per square foot of comparable
properties.
Level 3 fair value is estimated using unobservable inputs for the investment properties.
The Group do not have Level 1 fair value investment properties. There is also no transfer between level 1 and
level 2 during the financial year and in prior period.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Company
2022 2021
RM RM
Outside Malaysia
Balance as at beginning and end of the financial year/period 34,999,996 34,999,996
130,089,439 35,000,001
Country of
Name of subsidiaries incorporation/ Effective
Principal place equity interest
of business 2022 2021 Principal activities
Direct holding
Country of
Name of subsidiaries incorporation/ Effective
Principal place equity interest
of business 2022 2021 Principal activities
Indirect holding:
112
KANGER INTERNATIONAL BERHAD Annual Report 2022
Country of
Name of subsidiaries incorporation/ Effective
Principal place equity interest
of business 2022 2021 Principal activities
113
KANGER INTERNATIONAL BERHAD Annual Report 2022
The non-controlling interests at the end of the reporting period comprise the followings:-
4,257,544 12,401,280
The summarised financial information of non-controlling interest is not presented as the non-controlling
interest of the subsidiaries are not individually material to the Group.
(A) Acquisition 51% of Sung Master Holdings Sdn. Bhd. (“Sung Master Holdings”)
On 30 September 2021, the Company acquired 51% controlling interest in the equity shares of Sung
Master Holdings Sdn. Bhd.. Sung Master Holdings Sdn. Bhd. operates in the construction industry
with trading of building materials as its main business.
RM
94,789,436
The fair value of the 713,157,273 ordinary shares issued as part of the consideration paid for Sung
Master Holdings Sdn. Bhd. was determined on the basis of the closing market price of the Company’s
ordinary shares of RM0.06 per share on the acquisition date.
114
KANGER INTERNATIONAL BERHAD Annual Report 2022
(A) Acquisition 51% of Sung Master Holdings Sdn. Bhd. (“Sung Master Holdings”) (Cont’d)
(i) Fair value of the identifiable assets acquired and liabilities recognised:
RM
Assets
Plant and equipment (Note 5) 458,317
Right-of-use assets (Note 7) 186,325
Investment property (Note 8) 682,018
Trade and other receivables 8,790,955
Inventories 7,623,859
Cash and short term deposits 3,982,298
Total assets
21,723,772
Liabilities
Trade and other payables 5,816,714
Lease liabilities (Note 7) 188,865
Amount owing to a director 4,033,984
Tax payables 2,854,643
Total liabilities
12,894,206
99,115,923
Less: Non-controlling interest at net asset (4,326,487)
RM
115
KANGER INTERNATIONAL BERHAD Annual Report 2022
(A) Acquisition 51% of Sung Master Holdings Sdn. Bhd. (“Sung Master Holdings”) (Cont’d)
Goodwill
Goodwill comprises the value of expected synergies arising from the acquisition and non-
identifiable intangible assets which are not separately recognised.
Acquisition-related costs
From the date of acquisition, the subsidiary’s contributed revenue and loss net of tax are as
follows:
RM
Revenue 9,156,741
Loss for the financial year (71,757)
If the acquisition had occurred on 1 July 2021, the consolidated results for the financial year
ended 31 March 2022 would have been as follows:
RM
Revenue 11,758,784
Profit for the financial year 93,698
116
KANGER INTERNATIONAL BERHAD Annual Report 2022
(B) Acquisition 100% of KIB Global Resources Sdn. Bhd. (“KIB Global Resources”)
On 04 November 2021, the Company acquired 100% controlling interest in the equity shares of
KIB Global Resources Sdn. Bhd.. KIB Global Resources Sdn. Bhd. operates in trading of bamboo
products for interior and exterior applications, research and development of bamboo products, trading
of construction products and construction works, property development and project management.
RM
(a)
Cash consideration 2
On 05 November 2021, Kanger Medical International Sdn. Bhd. (“Kanger Medical International”)
incorporated a wholly-owned subsidiary, Commonmask Sdn. Bhd. (“Commonmask”) by way of
issuance of 2 ordinary shares of RM1.00 each, representing 100% equity interest in Commonmask
for a total purchase consideration of RM2.00.
(A) On 07 January 2022, Kanger Investment (HK) Ltd. (“HK Kanger”) has transferred 100% equity interest
in Kanger Trading (HK) Co. Ltd. (“HK Trading”) to Kanger International Berhad.
(A) Disposal 100% of Shenzhen Kanger Holding Co. Ltd. (“Shenzhen Kanger”)
On 16 December 2021, the Company disposed of 35,900,000 ordinary shares representing 100%
equity interest in Shenzhen Kanger Holding Co. Ltd. (“Shenzhen Kanger”) for a total consideration
of RMB3,000,000 (equivalent to RM1,993,500).
(B) Disposal 100% of Ganzhou Kanger Industrial Co. Ltd. (“Ganzhou Kanger”)
On 28 March 2022, the Company disposed of 174,075,019 ordinary shares representing 100%
equity interest in Ganzhou Kanger Industrial Co. Ltd. (“Ganzhou Kanger”) for a total consideration
of RMB30,220,610 (equivalent to RM20,000,000).
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Shenzhen Ganzhou
Kanger Kanger
Holding Industrial
Co. Ltd. Co. Ltd. Total
RM RM RM
Recognised:
Cash consideration received 1,993,500 20,000,000 21,993,500
Derecognised:
Assets
Property, plant and equipment (Note 5) 65,988,354 39,853 66,028,207
Investment properties (Note 8) – 107,172,087 107,172,087
Right-of-use assets (Note 7) 2,541,308 – 2,541,308
Amount owing by a related company – 1,993,500 1,993,500
Other receivables – 234,357 234,357
Cash and bank balances 333,508 388,189 721,697
Liabilities
Bank borrowings (21,111,344) (42,333,582) (63,444,926)
Lease liabilities (Note 7) (2,743,101) – (2,743,101)
Trade payables (34,956,368) – (34,956,368)
Other payables (19,969,934) (48,226,792) (68,196,726)
Amount owing to related companies (27,214,164) (449,262) (27,663,426)
Tax (payable)/recoverable (98,794) 669 (98,125)
118
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group / Company
2022 2021
RM RM
Financial assets at fair value through profit or loss (“FVTPL”)
- Unquoted shares in Malaysia 5,000,000 –
- Quoted shares in Malaysia – 4,588,767
Group / Company
2022 2021
RM RM
Balance as at beginning of the financial year/period 4,588,767 –
Additions 5,000,000 54,604,972
Disposal (4,588,767) (49,600,503)
Fair value loss on financial assets measured
at fair value through profit or loss – (415,702)
11. INVENTORIES
Group
2022 2021
RM RM
At cost
Raw materials – 184,074
Work-in-progress – 1,221,498
Finished goods 9,013,116 11,453,108
9,013,116 12,858,680
119
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group
2022 2021
RM RM
The allowance account in respect of the trade receivables are used to record impairment losses. The creation
and release of allowance for impaired receivables have been included in ‘other operating expenses’ in the profit
or loss. Unless the Group is satisfied that recovery of the amount is possible, then the amount considered
irrecoverable is written off against the receivable directly.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit
losses. The provision rates are based on days past due for groupings of various customer segments with similar
loss patterns (i.e., by geographical region, product type, customer type and rating, and coverage by letters of
credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at the reporting date about past
events, current conditions and forecasts of future economic conditions.
The movement in the allowance for impairment losses of trade receivables during the financial year/period are
as follows:
Group
Credit
Lifetime ECL impaired Total
RM RM RM
2022
2021
Based on the Group’s and the Company’s historical collection experience, the amounts of trade receivables
presented on the statements of financial position represent the amount exposed to credit risk. The management
believes that no additional credit risk beyond the amounts provided for collection losses is inherent in the net
trade receivables.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The ageing of the receivables and provision for impairment losses provided for above are as follows:
Group
Allowance for
impairment loss
Gross ECL ECL
carrying (Collectively (Individually
amount assessed) assessed) Net balance
RM RM RM RM
2022
Credit Impaired
Past due 1 - 30 days 4,822,823 – (4,822,823) –
Past due more than 90 days 20,886,780 – (20,886,095) 685
2021
754,317 – – 754,317
Credit Impaired
Past due more than 90 days 23,890,382 – (15,044,880) 8,845,502
The maximum exposure of credit risk at the reporting date is the carrying value of receivables mentioned above.
The Group does not hold any collateral as security.
The Group’s normal trade credit term range from 7 to 90 days (2021: 30 to 90 days). Other credit terms are
assessed and approved on a case by case basis.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
2022 2021 2022 2021
Note RM RM RM RM
The amount owing by director is non-trade in nature, unsecured, interest-free and repayable on demand.
The movement in the accumulated impairment losses of other receivables during the financial year/period are
as follows:
Group Company
2022 2021 2022 2021
RM RM RM RM
Balance as at beginning of
the financial year/period 32,236,425 336,511 403,678 –
Allowance for impairment losses 4,899,842 31,881,072 – 403,678
Written off (32,236,425) – (403,678) –
Exchange difference – 18,842 – –
Balance as at end of
the financial year/period 4,899,842 32,236,425 – 403,678
(i) Included in other receivables of the group is an amount of RM10,000,000 of the balance proceed from the
disposal of Ganzhou Kanger Industrial Co. Ltd., which was subsequently collected after the financial year
ended.
(ii) Included in deposits of the Group are 10% downpayment totalling RM24,676,696 (2021: Nil) paid to suppliers
by one of its subsidiary, Kanger Ventures Sdn. Bhd. to purchase 184 parcel of units Block B of Antara @
Genting Highland.
In previous financial period, included in the deposits of the Group are 10% downpayment totalling
RM14,287,000 paid to suppliers by one of its subsidiary, Kanger Ventures Sdn. Bhd. for purchase of 126
parcel of units in the proposed Block A of Antara @ Genting Highland. This balance has been reclassified
to investment properties under construction during the financial year.
(iii) Included in deposits of the Group are RM9,508,427 (2021: Nil) paid to suppliers by one of its subsidiary,
Kanger Medical International Sdn. Bhd. for purchase of inactivated SARS-COV-2 Vaccines (Vero Cell)
vaccines and novel coronavirus 2019-nCoV Rapid Detention Kits (LAMP) with isothermal nucleic acid
amplification analyzer.
122
KANGER INTERNATIONAL BERHAD Annual Report 2022
Company
2022 2021
RM RM
186,035,253 167,089,010
The amount owing from subsidiary companies represented non-trade transactions which are unsecured, interest
free and repayable on demand.
The movement in the accumulated impairment losses of amount owing from subsidiary companies during the
financial year/period are as follows:
Company
2022 2021
RM RM
Group Company
2022 2021 2022 2021
RM RM RM RM
123
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group/Company
2022 2021 2022 2021
Number of shares RM RM
During the financial year, the Company increased its share capital from RM259,106,001 to RM425,311,850 through
the following:
(a) issuance of 231,086,249 new ordinary shares within exercise price of RM0.05409 - RM0.05410 per
ordinary share for a total cash consideration of RM12,499,999 and fair value of RM2,109,587 pursuant to
the Company’s Shares Issuance Scheme (“SIS”);
(b) issuance of 1,700,011,579 new ordinary shares for a total cash consideration of RM102,000,695 and fair
value of RM38,930,265 pursuant to the Company’s renounceable rights issue of 1,700,011,579 new ordinary
shares in the Company (“Rights Shares”) on the basis of 1 Rights Shares for every 1 existing ordinary share
held together with 1,700,011,579 free detachable warrants (“Warrants B”) on the basis of 1 warrant for
every 1 Rights Shares subscribed by the entitled shareholders;
(c) issuance of 769,513,179 new ordinary shares for a total cash consideration of RM46,170,791 pursuant to
the Company’s Shares Subscription;
(d) issuance of 713,157,273 new ordinary shares for a total cash consideration of RM42,789,436 as part of
the purchase consideration for 51% equity stake in Sung Master Holdings Sdn. Bhd.;
(e) issuance of 500,000 new ordinary shares for a total cash consideration of RM25,000 and fair value of
RM11,450 pursuant to the conversion of Warrants B at an exercise price of RM0.05 per share;
(f) an amount of RM470,844 was utilised out of the share capital for share issuance expenses; and
(g) the Company has completed the share consolidation exercise by consolidating ten (10) ordinary shares in
the Company into one (1) ordinary share and Warrants B.
The new ordinary shares issued during the financial period ranked pari passu in all respect of the distribution of
dividends and repayment of capital with the existing ordinary shares.
124
KANGER INTERNATIONAL BERHAD Annual Report 2022
(i) Warrants B
The Warrants B which are free were issued, registered and in the form of definitive warrant certificates and
is constituted by the Deed Poll. The exercise price of the Warrant B has been fixed at RM0.05 each.
Each Warrant B entitles the Warrant holders to subscribe for one (1) new ordinary share of the Company
at any time during the exercise period at the exercise price of RM0.05 each (subject to adjustments in
accordance with the provisions of the Deed Poll).
The period commencing on, and including the first date of issue of the Warrants B and ending at the close
of business at 5.00pm in Malaysia on the date which is five (5) years from the date of issue of the Warrants
if such date is not a market day, then it shall be the market day immediately preceding the said non market
day, but excluding those days during the period on which the Record of Depositors and/or the Warrants
Register is or are closed.
On 09 February 2022, 1,529,560,423 Warrants B were consolidated arising from the adjustments to the
exercise price and number of outstanding Warrants B pursuant to the share consolidation exercise (“Share
Consolidation”).
On 10 February 2022, the Company has completed the share consolidation exercise by consolidating ten
(10) ordinary shares in the Company into one (1) ordinary share and warrants B of the Company.
The new exercise price of the Warrant B has been fixed at RM0.50 each.
The remaining unexercised 169,951,156 Warrants B expired on 22 September 2026 and ceased to be valid
upon the expiry date.
Number of warrants
As at Share As at
01.04.2021 Issued Conversion Consolidation 31.03.2022
Warrants B
2021/2026 – 1,700,011,579 (500,000) (1,529,560,423) 169,951,156
The Company’s SIS is governed by the by-laws approved by the shareholders at the Extraordinary General
Meeting held on 24 December 2019 and was effected on 27 December 2019. Under the SIS, the Company
has implemented a SIS of up to 30% of the total number of issued shares of the Company, excluding
treasury shares, at any period of time, comprising a Share Option Scheme (“SOS”) and a Share Grant
Scheme (“SGS”). The SIS is in force for a maximum period of ten (10) years from the effective date and is
administered by the Share Issuance Scheme Committee (“SISC”).
125
KANGER INTERNATIONAL BERHAD Annual Report 2022
(a) any director of the Group shall be eligible if as at the date of offer, the director:
(i) must attain the age of 18 years and is not an undischarged bankrupt nor subject to any
bankruptcy proceedings;
(ii) the allocation of SOS or SGS by the Company to him in his capacity as a director of the Company
under the SIS has been approved by the shareholders of the Company at a general meeting
to be convened unless such approval is no longer required under the Constitution, the Bursa
Malaysia Listing Requirements (“Listing Requirements”) and any other prevailing guidelines
issued by the authorities; and
(iii) must fulfil any other eligibility criteria as may be set by the SIS Committee at any time and from
time to time at its absolute discretion.
(b) any employee of the Group shall be eligible if as at the date of offer, the employee:
(i) must attain the age of 18 years and is not an undischarged bankrupt nor subject to any
bankruptcy proceedings;
(ii) must have entered into a full-time or fixed-term contract with, and is on the payroll of, the
Group, and whose service has been confirmed and have not served a notice of resignation or
received a notice of termination by the relevant company within the Group;
(iii) if he is an interested parties or a person connected with any of the interested parties, the
allocation of SOS or SGS by the Company to him under the SIS has been approved by the
shareholders of the Company at a general meeting to be convened unless such approval is
no longer required under the Constitution, the Listing Requirements and any other prevailing
guidelines issued by the authorities;
(iv) must have been in employment of the Group for a period of at least six (6) months prior to the
award date; and
(v) must fulfil any other eligibility criteria as may be set by the SIS Committee at any time and from
time to time at its absolute discretion.
(c) the maximum number of new shares to be issued pursuant to the exercise of the SIS options which
may be granted under the SIS Shares shall not exceed thirty percent (30%) of the total number of
issued shares of the Company, excluding treasury shares, at any period of time, comprising a SOS
and a SGS at any point of time throughout the duration of the SIS;
(d) the options granted may be exercised any time upon the satisfaction of vesting conditions of each
offer; and
(e) the SIS shall be in force for a period of ten (10) years and the last day to exercise SIS options is on
26 December 2029.
126
KANGER INTERNATIONAL BERHAD Annual Report 2022
The following table illustrates the share options granted and exercised during the financial year:
The fair value of share options granted during the financial year was estimated by using the Trinomial
option pricing model, taking into account the term and conditions upon which the options were granted.
The risk-free rate is based on Malaysian Government Securities (“MGSs”).
The fair value of share options measured at grant date and the assumptions are as follows:
Grant date
08.04.2021
Fair value of share options and assumptions
Weighted average fair value of share option at grant date (RM) 0.0195
17. RESERVES
Group Company
2022 2021 2022 2021
RM RM RM RM
Non-distributable:
Merger deficit (a) (13,365,112) (12,805,422) – –
Foreign currency
translation reserve (b) 3,443,037 15,596,224 – –
SIS reserve (c) – – – –
Warrants reserve (d) 38,918,815 – 38,918,815 –
Distributable:
Accumulated losses (154,466,160) (1,839,213) (171,542,918) (34,916,396)
127
KANGER INTERNATIONAL BERHAD Annual Report 2022
This represents the difference between the cost of acquisition and the nominal value of the shares acquired
together with the share premium.
The foreign currency translation reserve represents exchange differences arising from the translation of
the financial statements of foreign operations whose functional currencies are different from that of the
Group’s presentation currency.
The share options reserve represents the equity-settled share options granted to employees. This reserve
is made up of the cumulative value of services received from employees recorded on the grant date of
share options. Share options reserve in relation to the unexercised option at the expiry of the share option
scheme will be transferred to retained earnings.
The warrant reserve represents the reserve arising from the renounceable rights issue with free detachable
free warrants which is determined based on the estimated fair value of the warrants immediately upon the
listing and quotation thereof.
Group Company
2022 2021 2022 2021
RM RM RM RM
Current liabilities
Secured
Hire purchase liabilities 619,510 1,598,723 67,170 63,347
Term loans – 36,951,047 – –
Non-current liabilities
Secured
Hire purchase liabilities 1,938,793 3,293,028 191,216 258,386
Term loans – 21,026,166 – –
Secured
Hire purchase liabilities 2,558,303 4,891,751 258,386 321,733
Term loans – 57,977,213 – –
128
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
2022 2021 2022 2021
% % % %
Group Company
2022 2021 2022 2021
RM RM RM RM
Current liabilities
- Not later than one year 619,510 1,598,723 67,170 63,347
Non-current liabilities
- Later than one year and not
later than five years 1,938,793 3,293,028 191,216 258,386
Group Company
2022 2021 2022 2021
RM RM RM RM
– 57,977,213 – –
129
KANGER INTERNATIONAL BERHAD Annual Report 2022
The term loans from licensed banks are denominated in RMB and are secured and guaranteed as follows:
a) Legal charge over certain leasehold land and building as disclosed in Note 5;
c) Jointly and severally guaranteed by a third party guarantor and a former director of the Company.
Group Company
2022 2021 2022 2021
RM RM RM RM
Balance at the beginning of the
financial year/period 7,388,584 399,007 – 186,579
Issuance of redeemable
convertible notes – (186,579) – (186,579)
Revaluation (loss)/gains in investment
properties (7,633,432) 6,921,856 – –
Exchange differences 244,848 254,300 – –
Group Company
2022 2021 2022 2021
RM RM RM RM
The deferred tax liabilities consist of the effect of the following items:
Group Company
2022 2021 2022 2021
RM RM RM RM
– 7,388,584 – –
130
KANGER INTERNATIONAL BERHAD Annual Report 2022
Deferred tax assets have not been recognised in respect of the following items:
Group Company
2022 2021 2022 2021
RM RM RM RM
4,503,634 – – –
The unutilised tax losses can be carried forward for a maximum period of seven (7) consecutive years of assessment
(“YA”) effective from year 2019 and it can only be utilised against income from the same business source. Pursuant
to Section 8 of the Finance Act 2021, the unutilised tax losses is allowed to be carried forward for a period of
maximum of ten (10) consecutive years of assessment. Deferred tax assets have not been recognised in respect
of these items because it is not probable that future taxable profits will be available against which the Group and
the Company can utilise the benefits. The availability of unutilised tax losses for offsetting against future taxable
profits of the respective companies within the Group and the Company are subject to requirements under the
Income Tax Act, 1967 and guidelines issued by the tax authority, as follows:
Group Company
2022 2021 2022 2021
RM RM RM RM
Utilisation period
Expired by YA 2031 251,769 – – –
251,769 – – –
Group
2022 2021
RM RM
Denominated in
Malaysia Ringgit 4,790,139 –
China Renminbi – 4,947,245
4,790,139 4,947,245
The trade payables are non-interest bearing and the normal trade credit terms received by the Group is 30 to 90
days (2021: 90 days).
131
KANGER INTERNATIONAL BERHAD Annual Report 2022
The amount owing to a director is non-trade in nature, unsecured, interest-free and repayable on demand.
23. REVENUE
Group
01.04.2021 01.01.2020
to to
31.03.2022 31.03.2021
RM RM
222,742,000 33,889,450
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
132
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
133
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
27. TAXATION
Group
01.04.2021 01.01.2020
to to
31.03.2022 31.03.2021
RM RM
Income tax:
- current year’s provision 914,883 9,138
- over provision in respect of prior year 105,300 –
Domestic current income tax is calculated at the statutory tax rate of 24% (2021: 24%) of the estimated assessable
profit for the period/year.
The People’s Republic of China (“PRC”) income tax is computed in accordance with the relevant laws and
regulations in the PRC. The applicable income tax rate is 25% (2021: 25%) for the financial year/period, except
for the Group’s subsidiary, Ganzhou Kanger, which currently enjoys a preferential tax rate of 15% (2021: 15%). In
addition, Kanger Trading (HK) Co. Limited currently enjoys 0% tax rate in Hong Kong as it is an export company
and derives its income overseas.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
134
KANGER INTERNATIONAL BERHAD Annual Report 2022
The reconciliation of income tax expense applicable to the loss before tax at the statutory tax rate to income tax
expense at the effective tax rate of the Group and of the Company is as follows:
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
The basic loss per ordinary share as at 31 March 2021 is arrived at by dividing the Group’s (loss)/profit
attributable to owners of the Company by the weighted average number of ordinary shares issued and
calculated as follows:
Group
01.04.2021 01.01.2020
to to
31.03.2022 31.03.2021
135
KANGER INTERNATIONAL BERHAD Annual Report 2022
Diluted loss per share is calculated by dividing the (loss)/profit for the year/period attributable to owners of
the Company by the weighted average number of ordinary shares in issue during the financial year/period
plus the weighted average number of ordinary shares that would be issued on conversion of all dilutive
potential ordinary shares from exercise of Warrants into ordinary shares. The Warrants are deemed to have
been converted into ordinary shares at the date of the issue of the Warrants.
Group
01.04.2021 01.01.2020
to to
31.03.2022 31.03.2021
610,240,156 1,665,562,864
* The diluted loss per share for the current financial year is equal to the basic loss per share as the
conversion of potential ordinary shares would decrease loss per share. Thus, the potential effect of
the conversion of warrants would be anti-dilutive.
Group Company
2022 2021 2022 2021
RM RM RM RM
Employees benefit expenses excluding the aggregate amount of emoluments received and receivable by the
directors of the Group and of the Company during the financial year/period.
136
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
Directors of the Group
and the Company
Executive directors:
Salaries and other benefits 1,020,448 1,190,038 745,103 1,150,063
Defined contribution plans
- Employees’ Provident Fund
(EPF) contribution 123,410 44,205 73,800 40,500
- Social Security Organisation
(SOCSO) contribution 1,934 760 829 483
- Employment Insurance System
(EIS) contribution 221 86 95 55
SIS option expenses – 4,027,200 – 4,027,200
Fees – 190,000 165,333 190,000
Non-executive directors:
Fees 165,213 290,000 165,333 290,000
Other benefits 19,200 – 19,200 –
Group Company
01.04.2021 01.01.2020 01.04.2021 01.01.2020
to to to to
31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM
96,000 156,734 – –
The directors of the Group and of the Company are of the opinion that the related party transactions
have been entered into the normal course of business on an arm’s length basis and have established on
terms and conditions that are not materially different from those obtainable in transactions with unrelated
parties.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
On 18 March 2022, the Company’s wholly-owned subsidiary, Kanger Trading (HK) Co. Ltd. received a tax
audit letter from Hong Kong’s Inland Revenue Department in regards to 2016/17 and 2018/19 income tax. The
Company is currently still in the process of discussion with Hong Kong’s Inland Revenue Department to claim an
exemption from payment of Hong Kong Profits Tax. If the claim is unsuccessful, the expected tax may amount
to approximately USD1 million (equivalent RM4,206,000).
Group
2022 2021
RM RM
Approved and contracted for:-
- Acquisition of property, plant and equipment – 129,833,000
- Investment properties under construction 71,435,000 –
71,435,000 129,833,000
Group
2022 2021
RM RM
General information
The information reported to the Group’s chief operating decision maker to make decision about resources to be
allocated and for assessing their performance is based on the nature of the industry (business segments) and
operational location (geographical segments) of the Group.
Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting
the consolidated financial statements.
Transaction between reportable segments are measured on the basis that is similar to those external customers.
Segments statements of profit or loss and other comprehensive income are profit earned or loss incurred by
each segments without allocation of central administrative costs, non-operating investment revenue, finance
costs and income tax expense. There are no significant changes from prior financial year in the measurement
methods used to determine reported segment statements of profit or loss and other comprehensive income.
All the Group’s assets are allocated to reportable segments other than assets used centrally for the Group, current
and deferred tax assets. Jointly used assets are allocated on the basis of the revenues earned by individual
segments.
All the Group’s liabilities are allocated to reportable segments other than liabilities incurred centrally for the Group,
current and deferred tax liabilities. Jointly incurred liabilities are allocated in proportion to the segment assets.
138
KANGER INTERNATIONAL BERHAD Annual Report 2022
Group
Revenue
01.04.2021 01.01.2020
to to
31.03.2022 31.03.2021
RM RM
Malaysia 216,469,615 –
People’s Republic of China 6,272,385 18,105,640
Bangladesh – 1,124,738
Iran – 839,136
Korea – 2,299,794
Mexico – 4,681,735
New Zealand – 5,590,279
United States of America – 1,248,128
222,742,000 33,889,450
Manufacturing, trading and project Manufacturing and trading of bamboo flooring and healthcare
management services products and project management consultancy services.
Research and development Performing research and development work for the Group.
Other non-reportable segments comprise operations of subsidiary companies which are inactive and
dormant.
139
140
34. SEGMENT INFORMATION (continued)
(b) Business segment
Group Investment Manufacturing, Trading and Research and
Holding Project Management Services Development Elimination Consolidated
(cont’d)
31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021 31.03.2022 31.03.2021
RM RM RM RM RM RM RM RM RM RM
Revenue
External revenue – – 222,742,000 33,889,450 – – – – 222,742,000 33,889,450
Inter-segment revenue – – 753,450 5,590,372 – 400,000 (753,450) (5,990,372) – –
Results:
Segment results (367,125,281) (33,892,548) (344,211,101) (30,400,083) – (2,545,372) 422,460,108 – (288,876,273) (66,838,003)
Dividend income (149,333) – – – – – – – (149,333) –
Interest income (38,243) (80,363) (12,309) (26,103) – – – – (50,552) (106,466)
KANGER INTERNATIONAL BERHAD
Loss before taxation (235,482,576) (28,514,314) (208,018,783) (20,188,338) – (2,222,650) 292,675,863 (5) (150,825,495) (50,925,307)
Taxation – – (1,020,183) (9,138) – – – – (1,020,183) (9,138)
Loss after taxation (235,482,576) (28,514,314) (209,038,966) (20,197,476) – (2,222,650) 292,675,863 (5) (151,845,678) (50,934,445)
Segment assets 305,391,259 341,714,817 415,378,697 410,089,930 – 89,307,205 (401,671,727) (426,258,855) 319,098,229 414,853,097
Total assets 305,391,259 341,714,817 415,378,697 410,089,930 – 89,307,205 (401,671,727) (426,258,855) 319,098,229 414,853,097
Segment liabilities 85,351,290 98,946,124 424,326,261 181,484,142 – 93,323,547 (494,679,296) (231,359,586) 14,998,255 142,394,227
Annual Report 2022
Total liabilities 85,351,290 98,946,124 424,326,261 181,484,142 – 93,323,547 (494,679,296) (231,359,586) 14,998,255 142,394,227
KANGER INTERNATIONAL BERHAD Annual Report 2022
The Group’s and the Company’s financial risk management policy seeks to ensure that adequate financial
resources are available for the development of the Group’s and of the Company’s businesses whilst managing
its risks.
The Group and the Company are exposed to financial risk arising from their operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk, equity
price risk and market price risk.
The board of directors and management reviews and agrees policies and procedures for the management of
these risks, which are executed by the Chief Financial Officer, Head of Finance and other heads of business units.
The audit committee provides an independent oversight to the effectiveness of the risk management process.
The main areas of the financial risks faced by the Group and the Company and the policy in respect of the major
areas of treasury activity are set out as follows:
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Group’s and the Company’s exposure to credit risk mainly arises from its
receivables. Credit risk is minimised by monitoring the financial standing of the debtors on an ongoing
concern basis. For bank balances, the Group and the Company minimise credit risk by dealing exclusively
with reputable financial institution.
To measure the expected credit losses under the collective approach, trade and other receivables
and contract assets have been grouped based on shared credit risk characteristics and number
of days past due. The expected loss rates are developed based on the historical credit loss rates.
The historical loss rates are further adjusted to reflect current and forward-looking information on
macroeconomic factors affecting the ability of the customers to settle the receivables.
The Group has identified (i) internal credit rating and (ii) actual or expected significant adverse
changes in business, financial or economic conditions that are expected to cause a significant
change to the debtor’s ability to meet its obligation to be the most relevant factors, and accordingly
adjust the historical loss rates based on expected changes in these factors.
The Group applies individual debtor assessment for debtors with different risk characteristics,
where the credit risk information of these debtors is obtained and monitored individually. The Group
assesses the lifetime ECL when takes into consideration as follows:
- PD - Probability of default
The likelihood that the borrower cannot pay during the contractual period
141
KANGER INTERNATIONAL BERHAD Annual Report 2022
Credit risk is minimised by monitoring the financial standing of the debtors on an ongoing
concern basis through the review of receivables ageing.
The maximum exposure to credit risk is disclosed in Note 12, representing the carrying amount
of the trade receivables recognised on the statements of financial position.
The Company provides unsecured advances to its subsidiary companies and monitors
the results of the subsidiary companies regularly. The maximum exposure to credit risk is
represented by their carrying amounts in the statements of financial position. As at 31 March
2022, the Company had made sufficient allowance for impairment loss on advances to its
subsidiary companies. The Company does not specifically monitor the ageing of the advances
to its subsidiaries.
For other receivables and other financial assets (including cash and cash equivalents), the
Group and the Company minimise credit risk by dealing exclusively with high credit rating
counterparties. At the reporting date, the Group and the Company’s maximum exposure
to credit risk arising from other receivables and other financial assets is represented by the
carrying amount of each class of financial assets recognised in the statements of financial
position.
The Group and the Company consider the probability of default upon initial recognition of
asset and whether there has been a significant increase in credit risk on an ongoing basis
throughout each reporting period. To assess whether there is a significant increase in credit
risk, the Group and the Company compare the risk of a default occurring on the asset as
at the reporting date with the risk of default as at the date of initial recognition. It considers
available reasonable and supportive forward-looking information.
The maximum exposure to credit risk is disclosed in Note 13 to the financial statements,
representing the carrying amount of the otther receivables recognised on the statement of
financial position.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits,
debt and equity investments and derivative financial instruments.
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and of the Company’s
financial instruments will fluctuate because of the changes in market interest rates. The Group’s
and the Company’s exposure to interest rate risk relates to interest-bearing financial assets and
liabilities. Interest-bearing financial assets includes fixed deposits with licensed banks. Interest-
bearing liabilities includes term loans and hire purchase liabilities.
The finance lease liabilities at fixed rates expose the Group and the Company to fair value interest
rate risk.
The interest rates per annum on the financial liabilities are disclosed in Note 7 and Note 18.
The Group adopts a strategy of mixing fixed and floating rates borrowing to minimise exposure to
interest rate risk. The Group and the Company also review their debt portfolio to ensure favourable
rates are obtained.
The Group and the Company do not account sensitivity analysis for any fixed rate financial liabilities
as a change in interest rates at the end of the reporting period would not affect the profit or loss.
The Group is not significantly exposed to foreign currency risk as the majority of the Group’s
transactions, assets and liabilities are denominated in Ringgit Malaysia. The currencies giving rise
to this risk is primarily China Renminbi (“RMB”) and United States Dollar (“USD”).
Foreign currency exposures in transactional currencies other than functional currencies are kept
to an acceptable level. The Group and the Company have not entered into any derivative financial
instruments such as forward foreign exchange contracts.
The net unhedged financial assets/(liabilities) of the Group and of the Company at the financial
period/year end that are not denominated in Ringgit Malaysia are as follows:
Group
RMB USD Total
2022 RM RM RM
– 10,017,098 10,017,098
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The net unhedged financial assets/(liabilities) of the Group and of the Company at the financial
period/year end that are not denominated in Ringgit Malaysia are as follows: (Cont’d)
Group
RMB USD Total
2021 RM RM RM
Company
RMB USD Total
2021 RM RM RM
The following table demonstrates the sensitivity analysis of the Group’s and the Company’s pre-tax
(loss)/profit to a reasonably possible change in the RMB, USD and other exchange rates against
the respective functional currencies of the Group and of the Company, with all other variables held
constant.
Group Company
2022 2021 2022 2021
RM RM RM RM
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Equity price risk is the risk that the fair value or the future cash flows of the Group and the Company’s
financial instruments will fluctuate because of changes in market prices (other than interest or
exchange rates).
The Group is exposed to market price risk arising from its investment in management fund. These
instruments are classified as held for trading financial assets.
As at reporting date, if the quoted prices of the investment securities had been 5% higher/lower,
with all other variables held constant, the Group’s profit for the year would have been Nil (2021:
RM229,438) higher/lower.
Liquidity risk is the risk that the Group and the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities.
The Group and the Company manage liquidity risk by maintaining sufficient cash. In addition, the Group and
the Company maintain bank facilities such as working capital lines deemed adequate by the management
to ensure they will have sufficient liquidity to meet their liabilities when they fall due.
The following table sets out the maturity profile of the financial liabilities as at the end of the reporting period
based on contractual undiscounted cash flows (including interest payments computed using contractual
rates). The effective interest rates of these financial liabilities are disclosed in the respective notes to the
financial statements.
Later than
1 year
Contractual but not
Carrying interest Contractual Not later later than More than
amount rate/coupon cash flows than 1 year 5 years 5 years
Group RM % RM RM RM RM
2022
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Later than
1 year
Contractual but not
Carrying interest Contractual Not later later than More than
amount rate/coupon cash flows than 1 year 5 years 5 years
Group RM % RM RM RM RM
2021
Company
2022
2021
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
2022 2021 2022 2021
RM RM RM RM
Financial assets
At amortised cost
Trade receivables 81,305,670 9,599,819 – –
Other receivables 41,459,128 25,574,224 68,670 2,071,167
Amount owing from
subsidiary companies – – 186,035,253 167,089,010
Cash and bank balances 2,397,893 81,714,956 425,792 8,472,624
Financial liabilities
At amortised cost
Trade payables 4,790,139 4,947,245 – –
Other payables 688,580 33,142,804 607,141 71,312
Amount owing to a director 3,422,103 – – –
Lease liabilities 3,009,801 3,143,190 275,343 488,076
Hire purchase liabilities 2,558,303 4,891,751 258,386 321,733
Term loans – 57,977,213 – –
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The carrying amounts of cash and cash equivalents, short term receivables and payables approximate fair
values due to the relatively short term nature of these financial instruments.
The table below analyses financial instruments that are carried at fair value and those not carried at fair
value and whose carrying amounts are reasonable approximation of fair value.
Financial asset
Investment in quoted shares – – 5,000,000 5,000,000
– – 5,000,000 5,000,000
2021
Financial asset
Investment in quoted shares 4,588,767 – – 4,588,767
4,588,767 – – 4,588,767
Financial liabilities
Amount owing to a director – – 3,422,103 3,422,103
Hire purchase liabilities – – 2,558,303 2,558,303
Lease liabilities – – 3,009,801 3,009,801
– – 8,990,207 8,990,207
2021
Financial liabilities
Hire purchase liabilities – – 4,891,751 4,891,751
Term loans – – 57,977,213 57,977,213
Lease liabilities – – 3,143,190 3,143,190
– – 66,012,154 66,012,154
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Financial asset
Investment in quoted shares – – 5,000,000 5,000,000
– – 5,000,000 5,000,000
2021
Financial asset
Investment in quoted shares 4,588,767 – – 4,588,767
4,588,767 – – 4,588,767
Financial assets
Amount owing from subsidiary
companies – – 186,035,253 186,035,253
– – 186,035,253 186,035,253
Financial liabilities
Hire purchase liabilities – – 258,386 258,386
Lease liabilities – – 275,343 275,343
– – 533,729 533,729
2021
Financial asset
Amount owing from subsidiary
companies – – 167,089,010 167,089,010
– – 167,089,010 167,089,010
Financial liability
Hire purchase liabilities – – 321,733 321,733
Lease liabilities – – 488,076 488,076
– – 809,809 809,809
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KANGER INTERNATIONAL BERHAD Annual Report 2022
The fair value of an asset or liability to be transferred between levels is determined as of the date of the
event or change in circumstances that caused the transfer.
Level 1 fair value is derived from quoted price (unadjusted) in active markets for identical financial assets
or liabilities that the entity can access at the measurement date.
There has been no transfer between Level 1 and 2 fair values during the financial year and previous financial
period.
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are
observable for the financial assets or liabilities, either directly or indirectly.
There has been no transfer between Level 1 and 2 fair values during the financial period (2021: no transfer
in either directions).
Level 3 fair value is estimated using unobservable inputs for the financial assets or liabilities.
Amount owing from subsidiary companies, loan and borrowings, lease liabilities and redeemable convertible
notes
The fair value of these financial instruments which is determine for disclosure purposes, are estimated
by discounting expected future cash flows at market increment lending rate for similar types of lending,
borrowing or leasing arrangements at the reporting date.
The responsibility for managing the above risks is vested with the directors.
The primary objective of the Group’s and of the Company’s capital management is to ensure that they maintain a
strong credit rating and healthy capital ratios in order to support their business and maximise shareholder value.
The Group and the Company manage the capital structure and make adjustments to it, in light of changes in
economic conditions. No changes were made in the objectives, policies or processes during the financial year
ended 31 March 2022.
The Group and the Company monitor capital using a gearing ratio, which is net debts divided by total capital.
The Group’s and the Company’s net debts include total liabilities less deferred tax liabilities, provision for taxation
and cash and cash equivalents. The Group and the Company are not subject to externally imposed capital
requirements.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Group Company
2022 2021 2022 2021
RM RM RM RM
* The Company is in a net cash position. Therefore, gearing ratio does not apply.
^ The amount is below 1%.
(i) On 24 February 2021, the Company has announced its intention to undertake the following proposals:
(a) a renounceable rights issue of up to 2,861,936,149 new ordinary shares in the Company (“Kanger
Share(s)” or “Share(s)”) (“Rights Share(s)”) on the basis of 1 Rights Share for every 1 existing Kanger
Share held, together with up to 2,861,936,149 free detachable warrants in Kanger (“Warrant(s) B”)
on the basis of 1 Warrant B for every 1 Rights Share subscribed for, on an entitlement date to be
determined and announced later (“Proposed Rights Issue with Warrants”)
The proposal has taken place and completed on 30 September 2021 with the relevant effect to the
financial statements being reflected in the current financial year.
(b) an acquisition by Kanger Ventures Sdn. Bhd., a wholly-owned subsidiary of the Company, of 126
units of proposed serviced apartments located on the 30th to 45th floors of Tower A, Antara @
Genting Highlands, sited on a piece of freehold land held under Title No. GRN 45572 (formerly HSD
18603), Lot 43031 (formerly PT 23923), Mukim and District of Bentong, Pahang Darul Makmur from
the developer, namely Aset Kayamas Sdn Bhd for a total purchase consideration of RM142,870,000
to be satisfied entirely via cash (“Proposed Acquisition”); and
(c) a diversification of the existing principal activities of the Company and its subsidiaries to include
construction and related activities (“Proposed Diversification”).
The proposals have been approved through Extraordinary General Meeting (“EGM”) on 28 June 2021
with the relevant effect to the financial statements being reflected in the current financial year.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
(ii) On 26 April 2021, the Company has announced its intention to undertake the following proposals:
(a) acquisition of 1,020,000 ordinary shares of Sung Master, representing 51.0% equity interest of Sung
Master (“Sale Shares”) for a purchase consideration of RM94,789,436 (“Purchase Consideration”).
The Purchase Consideration shall be satisfied via a combination of cash payment of RM52,000,000
whilst the remaining purchase consideration of RM42,789,436 shall be satisfied via the issuance of
713,157,273 new ordinary shares of the Company (“Kanger Shares”) at the issue price of RM0.06
per Kanger Share (“Proposed Acquisition”); and
(b) subscription of 769,513,179 Kanger Shares, representing 30.0% of the total issued Kanger Shares
at the subscription price of RM0.06 per Kanger Share by Mr. Kuah Choon Ching (“Proposed
Subscription”).
The proposals have taken place and completed on 30 September 2021 with the relevant effect to
the financial statements being reflected in the current financial year.
(iii) The Company has announced on the following in relation to the increase of its issued and full paid-up
ordinary share capital pursuant to the exercise of SIS:
- On 29 April 2022, issuance of 2,380,952 new ordinary shares at an exercise price of RM0.0630 for
cash; and
- On 19 May 2022, issuance of 2,752,293 new ordinary shares at an exercise price of RM0.0545 for
cash
(iv) Successfully executed a two-prompts strategy of arresting the operating losses of the two non-performing
subsidiaries in China and disposed it off that resulted in a net gain on disposal of RM 77millions.
(v) The Board of Director of the Company has announced on the following in relation to the offered share
options to eligible employees under SIS:
- On 28 April 2022, the Company offered a total of 2,380,952 share options under the SIS at an exercise
price of RM0.0630 per option.
- On 18 May 2022, the Company offered a total of 2,752,293 share options under the SIS at an exercise
price of RM0.0545 per option.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
(vi) On 11 March 2020, the World Health Organisation declared the outbreak of a novel coronavirus (“COVID-19”)
as a global pandemic, which continues to spread throughout Malaysia and around the world. The Malaysia
Government has imposed the Movement Control Order (“MCO”), followed by Conditional Movement
Control Order (“RMCO”) and Recovery Movement Control Order (“RMCO”) in year 2021. Consequently, the
COVID-19 outbreak had resulted in travel restrictions, lockdown and other precautionary measures which
brought significant economic uncertainties in Malaysia and markets in which the Group operates. Hence,
the Group’s revenue, earnings, cash flow and financial condition maybe impacted by these economic
uncertainties going forward.
Arising from the COVID-19 pandemic, the Group and the Company have implemented several measures
to weather through this current challenging time. The following measures had been taken, with further
additional efforts to be taken:
The Group’s business operations have been slowed down due to the MCO and COVID-19 pandemic. As
such, the Group’s financial performance for the current financial year has been affected as there was lower
revenue generated during the MCO period.
Despite headwinds from uncertain economic environment, the management and the Board will be prudent
and cautious in drawing up the Group’s business plans for the financial year ending 31 March 2023.
Nevertheless, the Board shall closely monitor the Group’s operations and take the necessary steps to
navigate its post-pandemic recovery to improve the performance of its operations.
The comparative figures relate to the financial period 1 January 2020 to 31 March 2021 for a period of fifteen
(15) months. Consequently, the comparative amounts to the financial statements and related notes may not be
comparable.
153
154
Location Description/ Existing use Existing Use Tenure (i) Land area Approximate Carrying Date of
(ii) Built-up area age of building amounts at Acquisition
(years) 31 March 2022
(square metres) RM ’000
Sungai Rambai, Batang Leasehold Agriculture land Vacant Land 99 years ending on (i) 4,840 1 984 (land) 24 August 2020
LIST OF
Berjuntai, Pekan Bestari Jaya, held under Individual Title 27 January 2094
Daerah Kuala Selangor, PM51 Lot3518 Seksyen 2
Negeri Selangor
PROPERTIES
Sungai Rambai, Batang Leasehold Agriculture land Vacant Land 99 years ending on (i) 4,887 1 984 (land) 24 August 2020
Berjuntai, Pekan Bestari Jaya, held under Individual Title 9 April 2095
Daerah Kuala Selangor, Negeri PM52 Lot3517 Seksyen 2
Selangor
As At 31 March 2022
Tempat Batu 28 Ijok, Mukim Ijok, Leasehold Agriculture land Vacant Land 99 years ending on (i) 12,368 1 4,723 (land) 24 August 2020
Daerah Kuala Selangor, held under Individual Title 8 februsry 2077
KANGER INTERNATIONAL BERHAD
ANALYSIS OF
SHAREHOLDINGS
As At 30 June 2022
SHARE CAPITAL
No. of % of
No. of Shareholders Size of Shareholdings Shares Held Shares
912 Less than 100 32,419 0.01
5,420 100 to 1,000 3,457,930 0.57
10,707 1,001 to 10,000 47,861,751 7.94
4,214 10,001 to 100,000 136,506,309 22.64
638 100,001 to less than 5% of issued shares 364,622,141 60.46
1 5% and above of the issued shares 50,583,903 8.39
21,892 TOTAL 603,064,453 100.00
No. of Percentage
Name of Shareholders Shares Held (%)
1. Sii Tung Nai 50,583,903 8.39
2. Quah Seik Lee 29,375,890 4.87
3. Merry Noel Robert 20,037,760 3.32
4. M & A Nominee (Asing) Sdn Bhd 20,010,000 3.32
- Exempt an for Sanston Financial Group Limited
5. Choi Khai Chean 13,750,000 2.28
6. CGS-CIMB Nominees (Tempatan) Sdn Bhd 11,500,000 1.91
- Pledged securities account for Lee Chong Choon (MP0553)
7. Kenanga Nominees (Asing) Sdn. Bhd. 7,694,209 1.28
- Leng Xingmin
8. Web City Sdn. Bhd. 7,499,960 1.24
9. Ace Edible Oil Industries Sdn. Bhd. 6,000,000 0.99
10. Choi Lai Yee 6,000,000 0.99
11. Lee Chong Choon 5,218,100 0.87
12. M & A Nominee (Tempatan) Sdn. Bhd. 4,257,200 0.71
- Pledged securities account for Soh Choh Piau (M&A)
13. Ong Chin Kang 4,200,000 0.70
14. Ng Hon Kee 3,429,300 0.57
15. Kenanga Nominees (Asing) Sdn. Bhd. 3,403,703 0.56
- Hong Kong Huanshiqu Finance Investment Limited
16. Kenangan Nominees (Tempatan) Sdn. Bhd. 3,215,000 0.53
- Rakuten Trade Sdn. Bhd. for Kenneth Hooi Chi-Kin
17. Lim Poh Fong 3,001,800 0.50
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KANGER INTERNATIONAL BERHAD Annual Report 2022
Analysis of Shareholdings
As At 30 June 2022 (cont’d)
No. of Percentage
Name of Shareholders Shares Held (%)
18. CGS-CIMB Nominees (Asing) Sdn. Bhd. 3,000,000 0.50
- Exempt an for CGS-CIMB Securities (Hong Kong) Limited (Foreign Client)
19. Kenanga Nominee (Asing) Sdn. Bhd. 2,942,800 0.49
- Nie Hui
20. Lay Sook Hwey 2,800,000 0.46
21. AllianceGroup Nominees (Tempatan) Sdn. Bhd. 2,695,500 0.45
- Pledged Securities Account for Tan Lian Hong
22. Koh Soh Hong 2,325,000 0.39
23. Teo Seow Wah 2,310,000 0.38
24. Tan Lee Kock 2,090,000 0.35
25. Chia Hooi Liang 2,000,000 0.33
26. Koh Boon Poh 2,000,000 0.33
27. Ong Yeng Tian @ Ong Weng Tian 2,000,000 0.33
28. RHB Capital Nominees (Tempatan) Sdn Bhd 2,000,000 0.33
- Yong Loy Huat
29. Affin Hwang Nominees (Asing) Sdn Bhd 1,848,300 0.31
-Exempt an for Phillip Securities (Hong Kong) Ltd
30. Syed Sirajuddin Putra Jamalullail 1,805,007 0.30
TOTAL 228,993,432 37.97
Notes:
* Indirect interest by virtue of the shares held by his direct family members.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
ANALYSIS OF
WARRANTS HOLDINGS
As At 30 June 2022
No. of % of
No. of Shareholders Size of Shareholdings Shares Held Shares
85 Less than 100 3,283 0.00*
383 100 to 1,000 258,349 0.15
1,128 1,001 to 10,000 6,285,180 3.70
1,080 10,001 to 100,000 43,775,184 25.76
313 100,001 to less than 5% of issued shares 119,622,460 70.39
0 5% and above of the issued shares – 0.00
2,989 TOTAL 169,944,456 100.00
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KANGER INTERNATIONAL BERHAD Annual Report 2022
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KANGER INTERNATIONAL BERHAD Annual Report 2022
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Ninth Annual General Meeting (“9th AGM” or “Meeting”) of KANGER
INTERNATIONAL BERHAD (“Kanger” or “the Company”) will be held and conducted on a virtual basis through live
streaming and online remote participation and voting from the broadcast venue at K-3-12 & K-3-13, Solaris Mont
Kiara, No. 2, Jalan Solaris, Mont Kiara, 50480 Kuala Lumpur, Wilayah Persekutuan (KL) on Monday, 29 August 2022
at 9.00 a.m. for the following purposes:
AGENDA
AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 31 March (Please refer to
2022 together with the Reports of the Directors and Auditors thereon. Explanatory Note 10)
2. To approve the payment of Directors’ fees and benefits of up to RM300,000 for the (Ordinary Resolution 1)
financial year ended 31 March 2022.
3. To approve the payment of Directors’ fees and benefits of up to RM300,000 for (Ordinary Resolution 2)
the financial year ending 31 March 2023 payable after each month of completed
service.
4. To approve the payment of Directors’ fees and benefits of up to RM300,000 for (Ordinary Resolution 3)
the financial year ending 31 March 2024 payable after each month of completed
service.
5. To re-elect Mr. Kuah Choon Ching who retires pursuant to Clause 134 of the (Ordinary Resolution 4)
Company’s Constitution.
6. To re-elect Dato’ Azmil bin Mohd Zabidi who retires pursuant to Clause 119 of the (Ordinary Resolution 5)
Company’s Constitution.
7. To re-appoint CAS Malaysia PLT as Auditors of the Company for the financial year (Ordinary Resolution 6)
ending 31 March 2023 and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS
To consider and if thought fit, pass with or without any modifications, the following
resolution:
8. Authority to Allot and Issue Shares pursuant to Sections 75 and 76 of the (Ordinary Resolution 7)
Companies Act 2016 (“CA 2016” or “the Act”) (Please refer to
Explanatory Note 11)
“THAT pursuant to Sections 75 and 76 of the Act and the Constitution of the
Company and subject to the approvals of the relevant governmental and/or
regulatory authorities, the Directors of the Company be and are hereby empowered
to allot and issue shares in the Company from time to time at such price, upon
such terms and conditions, for such purposes and to such person or persons
whomsoever as the Directors may, in their absolute discretion, deem fit, provided
that the aggregate number of shares issued pursuant to this Resolution does
not exceed twenty per centum (20%) of the total number of issued shares of the
Company (excluding treasury shares, if any) for the time being to be utilised until
31 December 2022 as empowered by Bursa Malaysia Securities Berhad (“Bursa
Securities”) pursuant to Bursa Malaysia Berhad’s letter dated 23 December 2021
on the extension of implementation period of the increased general mandate of
twenty per centum (20%) for new issue of securities and provided further that the
aggregate number of shares issued thereafter pursuant to this Resolution does not
exceed ten per centum (10%) of the total number of issued shares of the Company
(excluding treasury shares, if any) for the time being as stipulated under Rule 6.04(1)
of the ACE Market Listing Requirements;
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KANGER INTERNATIONAL BERHAD Annual Report 2022
THAT the Directors of the Company be and are also empowered to obtain the
approval from Bursa Securities for the listing of and quotation for the additional
shares so issued;
AND THAT such authority shall continue in force until the conclusion of the next
annual general meeting of the Company after the approval was given or at the
expiry of the period within which the next annual general meeting is required to be
held after the approval was given, whichever is earlier unless revoked or varied by
an ordinary resolution of the Company at a general meeting.”
9. To transact any other business of the Company for which due notice shall have
been given in accordance with the Act and the Company’s Constitution.
Kuala Lumpur
Date: 29 July 2022
Notes:-
1. A member of the Company entitled to attend and vote is entitled to appoint another person as his/her/its proxy
to exercise all or any of his/her/its rights to attend, participate (including pose questions to the Board of Director
of the Company) and vote in his/her/its stead.
2. A member of the Company may appoint not more than two (2) proxies to attend the Meeting, provided that the
member specifies the proportion of his/her/its shareholdings to be represented by each proxy, failing which, the
appointments shall be invalid.
3. A proxy may but need not be a member and there shall be no restriction as to the qualification of the proxy.
4. Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act,
1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares
of the Company standing to the credit of the said Securities Account. Where a member of the Company is an
Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one
securities account (“omnibus account”), there shall be no limit to the number of proxies which the Exempt
Authorised Nominee may appoint in respect of each omnibus account it holds.
5. The instrument appointing a proxy shall be in writing, and the power of attorney or other authority (if any) under
which it is signed or a notarially certified copy thereof, shall be deposited at the registered office of the Company
situated at No. 2-1, Jalan Sri Hartamas 8, Sri Hartamas, 50480 Kuala Lumpur, Wilayah Persekutuan (KL) or email
to ir.kanger@shareworks.com.my not less than forty-eight (48) hours before the time for holding the Meeting or
adjourned meeting at which the person named in such instrument proposes to vote, or, in the case of a poll, not
less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument
of proxy shall not be treated as valid.
6. An instrument appointing a proxy shall in the case of an individual, be signed by the appointor or by his attorney
duly authorised in writing and in the case of a corporation, be either under its common seal or signed by its
attorney or in accordance with the provision of its constitution or by an officer duly authorised on behalf of the
corporation.
7. In respect of deposited securities, only members whose names appear on the Record of Depositors on 22
August 2022, shall be eligible to attend, participate and vote at the Meeting or appoint proxy(ies)/corporate
representative(s)/attorney(s) to attend, participate and vote on his/her/its behalf.
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KANGER INTERNATIONAL BERHAD Annual Report 2022
8. Pursuant to Rule 8.31A(1) of the ACE Market Listing Requirements of Bursa Securities, all resolutions set out in
this Notice will be put to vote by way of poll.
9. The members are encouraged to refer the Administrative Guide on registration, participation and voting process
for the Meeting.
10. Audited Financial Statements for the financial year ended 31 March 2022
The audited financial statements are laid in accordance with Section 340(1)(a) of the CA 2016 for discussion only
under Agenda 1. They do not require shareholders’ approval and hence, will not be put forward for voting.
11. Authority to Allot and Issue Shares Pursuant to Sections 75 and 76 of the CA 2016
As part of Bursa Securities’ continuous support and assistance to listed issuers in these trying and challenging
time amid the COVID-19 pandemic, Bursa Securities has via a Bursa Malaysia Berhad’s letter dated 23 December
2021 granted an extension of implementation period of the increased general mandate of 20% for new issue of
securities by way of private placement (“20% General Mandate”). This 20% General Mandate may be utilised
by listed issuers to issue new securities until 31 December 2022 and thereafter, the general mandate of 10% for
new issue of securities under Rule 6.04(1) of the Ace Market Listing Requirements will be reinstated.
Ordinary Resolution 7 is proposed for the purpose of renewing the general mandate for issuance of shares by the
Company under Sections 75 and 76 of the CA 2016. The Ordinary Resolution 7, if passed, will give the Directors
of the Company authority to allot and issue new ordinary shares from time to time provided that the aggregate
number of the shares issued does not exceed 20% of the total number of issued shares (excluding treasury
shares, if any) of the Company for the time being to be utilised until 31 December 2022, after that, the 10% limit
under Rule 6.04(1) of ACE Market Listing Requirements of Bursa Securities will be reinstated (hereinafter referred
to as the “General Mandate”).
The General Mandate will provide flexibility to the Company to raise additional funds expeditiously and efficiently
during this challenging time, to meet its funding requirements including but not limited to funding future investment
project(s), working capital and/or acquisitions.
The Board, having considered the current economic climate, current and prospective financial position, future
financial needs and capacity of the Group, is of the opinion that the General Mandate is in the best interests of
the Company and its shareholders.
As at the date of this Notice, no new ordinary shares in the Company were issued pursuant to the general mandate
granted to the Directors at the Eighth Annual General Meeting held on 30 September 2021 and it will lapse at
the conclusion of the 9th AGM of the Company.
No notice in writing has been received by the Company nominating any candidate for election as Director at the 9th
AGM of the Company. The Directors who are due for retirement and seeking for re-election pursuant to the Company’s
Constitution is as set out in the Notice of 9th AGM and their profiles are set out in the Board of Directors’ Profile of
the Annual Report 2022.
For the purpose of determining the eligibility of the Directors to stand for re-election at the 9th AGM, the Board through
its Nomination Committee had assessed the retiring Directors, and considered the following:
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KANGER INTERNATIONAL BERHAD [Registration No.: 201201030306 (1014793-D)]
(Incorporated in Malaysia)
FORM OF PROXY
I/We
(FULL NAME IN BLOCK LETTERS)
of
(FULL ADDRESS)
Address
Address
*or failing him/her, the CHAIRMAN OF THE MEETING as *my/our proxy to vote for *me/us on *my/our behalf at the Ninth
Annual General Meeting of the Company to be held and conducted on a virtual basis through live streaming and online remote
participation and voting from the broadcast venue at K-3-12 & K-3-13, Solaris Mont Kiara, No. 2, Jalan Solaris, Mont Kiara,
50480 Kuala Lumpur, Wilayah Persekutuan (KL) on Monday, 29 August 2022 at 9.00 a.m. or at any adjournment thereof.
(Please indicate with an “X” in the appropriate space how you wish your vote to be cast. If you do not indicate how you
wish your proxy(ies) to vote on any resolution, the proxy(ies) shall vote as he/she/they thinks fit, or at his/her/their discretion,
abstain from voting.)
STAMP
ANNUAL REPORT
2022