Keck Seng (Malaysia) Berhad - Annual Report 2022
Keck Seng (Malaysia) Berhad - Annual Report 2022
Keck Seng (Malaysia) Berhad - Annual Report 2022
196801000565 (8157-D)
2022
A N N U A L R E P O R T
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O N T E N T S
Page
Group Overview 3
Financial Highlights 4
Chairman's Statement 5
Corporate Information 8
Directors' Profile 9 - 18
Sustainability Statement 58 - 76
Directors' Report 77 - 81
Statement By Directors 82
Statutory Declaration 82
1
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
A B O U T K E C K S E N G M A L AY S I A
Keck Seng (Malaysia) Berhad (“Keck Seng Malaysia”) traces its history
back to 1943 when Mr Ho Yeow Koon co-founded a small trading business
in Singapore which he subsequently expanded to Malaysia.
He bought land in Masai, Johor, and ventured into rubber planting in 1959,
followed by oil palm cultivation in 1965.
The plantation was the beginning of Keck Seng Malaysia, which was
publicly listed on 26 May 1977. Over the years, we have grown to
a diversified group with business operations extending from plantations to hotels,
golf resort, property development and investment.
Our Vision
• To build a diversified corporation
• To provide sustainable long term growth and value to shareholders
Our Values
We value our people as our strength, and will retain and develop our
human capital through our core values of:
• integrity • commitment • diligence • cost efficiency • innovation
Our Community
We believe in contributing to and growing together with our
communities, and will continue to engage in socially beneficial
activities.
2
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
GROUP OVERVIEW
Projects Location
Bandar Baru Kangkar Pulai 27 km Pontian Road immediately after Kangkar Pulai Village.
Tanjong Puteri Resort 35 km south-east of Johor Bahru. Adjacent to Pasir Gudang Industrial Estate.
Taman Daya 13 km north-east of Johor Bahru (near Kampong Baru, Kangkar Tebrau).
DoubleTree by Hilton Alana - 1956, Ala Moana, Boulevard, Honolulu, 18 storey hotel with 317 rooms
Waikiki Beach Hawaii, 96815, USA. and an adjoining 7 storey
office building
SpringHill Suites 25, West 37th Street, New York, 19 storey hotel with 173 rooms
New York NY, 10018, USA.
Midtown Manhattan
Delta Hotels by Marriott Toronto 655, Dixon Road, Toronto, Ontario Canada, 12 storey hotel with 433 rooms
Airport and Conference Centre M9W 113.
Tanjong Puteri Golf Resort 35 km south-east of Johor Bahru. 54 holes golf course, clubs
Adjacent to Pasir Gudang and other recreational facilities
Industrial Estate.
3
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
FINANCIAL HIGHLIGHTS
4
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C H A I R M A N ’ S S TAT E M E N T
Dear Shareholders,
In response to the pandemic shock caused by COVID-19, global central banks spent a record stimulus from 2020-2021. The US Federal
Reserve (FED) maintained a zero-rate interest rate policy after expanding money supply by an unprecedented amount during those two
years. As it raised interest rates by 450 basis points last year to tame inflation, this rapid reversal of monetary policy saw the worst
combined stock and bond market performance since 1931. We remain cautious on the global economy, given the potential slowdown in
the US and Europe and the still nascent recovery in China.
Performance
In 2022, the Group reported a profit after tax of RM209 million versus RM75 million in 2021. Revenue from manufacturing and hotel
segments was higher in 2022 versus 2021. Revenue from property development was lower in 2022 versus 2021.
Dividend
We understand the importance of enhancing our shareholders’ return. The Board has approved a single-tier final dividend of 9 sen per
share for the financial year ended 31 December 2022 and payable on 18 May 2023.
Acknowledgement
On behalf of the Board, I wish to express my sincere appreciation to the Management and staff of our Group for their diligence, dedication
and loyalty. I wish to offer my gratitude in particular to the Management and staff locally and across the globe who have done their utmost
under very trying circumstances. I would also like to express my sincere appreciation to all our shareholders, business partners and
stakeholders for their support.
Chairman
6 April 2023
5
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S
FINANCIAL REVIEW
Revenue in 2022 increased by 39% to RM1,827.6 million as compared with 2021. The increase was mainly derived from the Manufacturing
and Hotel segments. Manufacturing segment's revenue increase was the result of higher palm product selling prices and quantity of
refined oil sold, whilst the increase in the Hotels' revenue were the result of the rebound in demand after the easing of travel restriction
and COVID-19 pandemic lockdown measures.
Profit before tax recorded a 162% increase to RM257.2 million due to better refining margins, higher forex gain, reversal of impairment
loss recognised on an overseas hotel, better hotel occupancies and average room rates.
OPERATIONS REVIEW
The Plantation Division had to deal with the dual challenges of all-time high inorganic fertiliser prices and higher labour costs due to labour
shortages in the first three quarters of 2022, when crude palm oill (“CPO”) prices were at their peak. When labour conditions improved in
4Q 2022, CPO price dropped due to seasonal year-end weakness. As a result, this division’s financial performance was weaker despite
the higher crop volume produced in 2022 versus 2021.
Manufacturing segment continued to benefit from overall higher palm product prices and refining margins in 2022 as compared to 2021
and achieved better financial performance.
Property
With the reopening of Malaysia's national borders to international travel on 1 April 2022, we saw a return of much-needed people flow,
and a pick up in economic activities.
Due to tighter monetary and financial policies globally, the Malaysian gross domestic product (GDP) growth also slowed while the Malaysian
Ringgit depreciated against major currencies. These affected property pricing and construction timelines. Meanwhile, disruption to global
supply chains caused by the COVID-19 pandemic impacted margins negatively.
The Government continued to provide initiatives, such as stamp duty exemptions for first-time homebuyers and the removal of financing
limit for the purchase of third residential properties, to aid the property sector in 2022. To lower inflation, Bank Negara Malaysia also hiked
interest rates four times in 2022 to 2.75% and this adversely affected property sales.
The Property Division continues to focus on our strengths to deliver quality homes and living spaces. We are encouraged by the improved
consumer sentiment for property purchases and tenancies in 2022 and 2023.
In Bandar Baru Kangkar Pulai (BBKP), we had two new launches last year, namely double-storey cluster houses and double-storey terrace
houses. In 2023, we intend to launch new phases of the same project as we foresee healthy demand for cluster houses.
In Tanjong Puteri Resort (TPR), we sold 94% of our single-storey terrace houses and plan to launch new phases of single-storey and
double-storey terrace houses.
In 2022, 98.5% of TD Central leases were signed and/or committed, while 82% of TD Point were tenanted. These will continue to provide
a steady source of recurring income.
6
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
M A N A G E M E N T D I S C U S S I O N A N D A N A LY S I S ( c o n t ' d )
Property (cont’d)
Menara Keck Seng continues to address the twin challenges of office oversupply and remote/hybrid work arrangements affecting demand.
As we move into 2023, we hope to reverse the trend of falling occupancy and rental through more aggressive social media and digital
marketing.
The lobby refurbishment for Regency Tower was completed in 2022. We will be retrofitting some of the rooms which we believe will aim
towards higher occupancy. In addition, management is adopting new digital marketing initiatives to improve the occupancy.
The occupancy levels of the hotels at Hawaii have returned to pre-pandemic levels. Travel from Japan is expected to pick up in 2H 2023,
which will benefit both our hotel business and office tenants. Hotel management is now focused on mitigating strategic risks, and is
working on a nine-month project which includes repair and painting in 2023.
The SpringHill Suites Hotel in New York City did well despite soft demand early in the year arising from a surge in COVID-19 infections.
The hotel achieved total sales matching 2019 levels and overall profitability was at 92% of 2019 levels. Overall, the hotel was able to
outperform its peers to achieve a year-end revenue per available room (RevPAR) Index of 110%. With the return in leisure demand and a
resumption in corporate travel, we believe the hotel will see further recovery in demand. So far in 2023, consumer discretionary spending
continues to be positive and will help mitigate any headwinds from prolonged inflation or even a mild recession.
The Delta Toronto Airport Hotel performed well with the lifting of COVID-19 travel restrictions in 2022, and performed reasonably well
within its competitors set. Management does not expect the same level of “revenge consumption” over the summer months in 2023, with
recession fear and cost inflation. That said, the hotel is expected to perform better on its occupancy levels and daily rates as compared to
both 2022 and pre-COVID-19 levels.
In 2022, Tanjong Puteri Golf Resort (“TPGR”) continued to show minor revenue improvements from the easing of travel restrictions for
international travellers and golfers. The steep increase in costs of food ingredient, operating supplies and manpower limited the prospect
for profit margin improvement. Management will continue to seek cost saving initiatives to help counter the recent severe price increase
in goods and other operating expenses. Inflationary costs remain a significant risk to TPGR’s financial performance now and for the
foreseeable future and the business environment remains extremely challenging.
7
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E I N F O R M AT I O N
BOARD OF DIRECTORS
Ho Kim Swee @ Ho Kian Guan Executive Chairman
Too Hing Yeap @ Too Heng Yip Senior Independent Non-Executive Director
Dato’ Dr. Zaha Rina Binti Zahari (f) Independent Non-Executive Director
Ho Chung Kain (He ChongJing) Alternate to Dato’ Ho Cheng Chong @ Ho Kian Hock
Ho Chung Hui Alternate to Lee Huee Nan @ Lee Hwee Leng (f)
Ho Chung Kiat, Sydney (He ChongJie, Sydney) Alternate to Ho Eng Chong @ Ho Kian Cheong
8
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
DIRECTORS’ PROFILE
AGE/GENDER NATIONALITY
Age 77/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Business Administration and Commerce.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad and Lim & Lim Plantations Berhad.
[Both companies are subsidiaries of the Company]
FAMILY RELATIONSHIP
Mr. Ho is the brother of Dato’ Ho Cheng Chong @ Ho Kian Hock (Managing Director) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-
Independent Non-Executive Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the uncle of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Kain (He ChongJing), Mr. Ho Chung Hui and Mr. Ho Chung Kiat, Sydney (He
ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 75/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Science and Engineering (1st Class Honours), University of New South Wales, Australia.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad and Lim & Lim Plantations Berhad.
[Both companies are subsidiaries of the Company]
9
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
FAMILY RELATIONSHIP
Dato’ Ho is the brother of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-
Independent Non-Executive Director).
[Both of them are substantial shareholders of the Company]
Dato’ Ho is the father of Mr. Ho Chung Kain (He ChongJing) and Mr. Ho Chung Hui.
Dato’ Ho is the uncle of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Tao and Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 73/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Science Degree, University of Singapore.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
Mr. Ho is the brother of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman) and Dato’ Ho Cheng Chong @ Ho Kian Hock (Managing
Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the father of Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney).
Mr. Ho is the uncle of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Kain (He ChongJing), Mr. Ho Chung Hui and Mr. Ho Chung Tao.
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 53/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Business Administration (Honours), National University of Singapore; and
Master of Science (Real Estate), National University of Singapore.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
Mr. Chan is the nephew of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman), Dato’ Ho Cheng Chong @ Ho Kian Hock (Managing
Director) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-Independent Non-Executive Director).
[All of them are substantial shareholders of the Company]
Mr. Chan is the cousin of Mr. Ho Chung Kain (He ChongJing), Mr. Ho Chung Hui, Mr. Ho Chung Tao and Mr. Ho Chung Kiat, Sydney (He
ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 71/Female Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Diploma in Business Studies, Ngee Ann College, Singapore.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad and Lim & Lim Plantations Berhad.
[Both companies are subsidiaries of the Company]
11
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 75/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Laws, 2nd Class Honours (Upper Division), University of Singapore.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
12
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
AGE/GENDER NATIONALITY
Age 65/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Chartered Accountant, Malaysian Institute of Accountants (MIA); and
Fellow of Chartered Association of Certified Accountants (FCCA, United Kingdom).
OTHER DIRECTORSHIP
Listed Issuers : MCE Holdings Berhad and White Horse Berhad.
Public Companies : Nil.
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 73/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Commerce & Accounting, University of Western Australia;
Fellow, CPA Australia; and
Chartered Accountant, Malaysian Institute of Accountants (MIA).
13
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 52/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Laws (Honours), University of Warwick, United Kingdom; and
Masters of Business Administration (Finance), City University, London, United Kingdom.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
14
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
AGE/GENDER NATIONALITY
Age 61/Female Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Doctorate in Business Administration, University of Hull, United Kingdom;
MBA, University of Hull, United Kingdom; and
Bachelor of Accounting and Finance, Leeds Metropolitan University, United Kingdom.
She is also an independent board member in Financial Institutions, licensed by the Securities Commission of Malaysia to provide corporate
advisory services and a member of the Appeals Committee of Bursa Malaysia Berhad.
OTHER DIRECTORSHIP
Listed Issuers : Manulife Holdings Berhad, Hibiscus Petroleum Berhad, IGB Berhad and Pacific & Orient Berhad.
Public Companies : Pacific & Orient Insurance Co. Berhad and Mizuho Bank (Malaysia) Berhad.
FAMILY RELATIONSHIP
None.
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 48/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Business Administration, Murdoch University, Perth, Australia.
15
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad and Lim & Lim Plantations Berhad.
[Both companies are subsidiaries of the Company]
FAMILY RELATIONSHIP
Mr. Ho is the son of Dato’ Ho Cheng Chong @ Ho Kian Hock.
[Managing Director and substantial shareholder of the Company]
Mr. Ho is the nephew of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-
Independent Non-Executive Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the cousin of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Tao and Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
HO CHUNG HUI
Alternate to Ms. Lee Huee Nan @ Lee Hwee Leng
AGE/GENDER NATIONALITY
Age 47/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Science in Economics, The London School of Economics, United Kingdom.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad and Lim & Lim Plantations Berhad.
[Both companies are subsidiaries of the Company]
16
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
FAMILY RELATIONSHIP
Mr. Ho is the son of Dato’ Ho Cheng Chong @ Ho Kian Hock.
[Managing Director and substantial shareholder of the Company]
Mr. Ho is the nephew of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-
Independent Non-Executive Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the cousin of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Tao and Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
HO CHUNG TAO
Alternate to Mr. Chan Lui Ming Ivan
AGE/GENDER NATIONALITY
Age 48/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Science in Hotel Administration, Cornell University, USA.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
Mr. Ho is the son of Mr. Ho Kim Swee @ Ho Kian Guan.
[Executive Chairman and substantial shareholder of the Company]
Mr. Ho is the nephew of Dato’ Ho Cheng Chong @ Ho Kian Hock (Managing Director) and Mr. Ho Eng Chong @ Ho Kian Cheong (Non-
Independent Non-Executive Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the cousin of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Kain (He ChongJing), Mr. Ho Chung Hui and Mr. Ho Chung Kiat, Sydney (He
ChongJie, Sydney).
CONFLICT OF INTERESTS
None.
AGE/GENDER NATIONALITY
Age 39/Male Singaporean
ACADEMIC/PROFESSIONAL QUALIFICATION
Master of Engineering in Electrical and Electronic Engineering (First Class Honours), Imperial College of Science, Technology and Medicine,
United Kingdom.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
FAMILY RELATIONSHIP
Mr. Ho is the son of Mr. Ho Eng Chong @ Ho Kian Cheong.
[Non-Independent Non-Executive Director and substantial shareholder of the Company]
Mr. Ho is the nephew of Mr. Ho Kim Swee @ Ho Kian Guan (Executive Chairman) and Dato’ Ho Cheng Chong @ Ho Kian Hock (Managing
Director).
[Both of them are substantial shareholders of the Company]
Mr. Ho is the cousin of Mr. Chan Lui Ming Ivan, Mr. Ho Chung Kain (He ChongJing), Mr. Ho Chung Hui and Mr. Ho Chung Tao.
CONFLICT OF INTERESTS
None.
18
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
PLANTATIONS
AGE/GENDER NATIONALITY
Age 60/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Master of Science (Plantation Management), University Putra Malaysia;
Associate Diploma (AISP) awarded by Incorporated of Planters; and
Licentiate Diploma (LISP) awarded by Incorporated of Planters.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
MANUFACTURING
AGE/GENDER NATIONALITY
Age 70/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Chemical Engineering, University Malaya; and
P. Eng (Malaysia).
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Lim & Lim Plantations Berhad.
[A subsidiary of the Company]
19
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
PROPERTY DEVELOPMENT
AGE/GENDER NATIONALITY
Age 44/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Science in Civil Engineering, University Technology Malaysia (“UTM”)
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
PROPERTY INVESTMENT
PAULINE TAN
General Manager
Kuala Lumpur, Malaysia
AGE/GENDER NATIONALITY
Age 66/Female Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Diploma in Business Administration.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
20
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
AGE/GENDER NATIONALITY
Age 46/Female Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Diploma in Programming, Informatics College; and
Postgraduate Diploma in Marketing, The Chartered Institute of Marketing.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
RESORT
AGE/GENDER NATIONALITY
Age 81/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Arts (Honors) Economics, University Malaya.
Honorary PhD Pengurusan Kesultanan Johor from University Tun Hussein Onn Johor.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Tanjong Puteri Golf Resort Berhad.
[A subsidiary of the Company]
21
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
RESORT (cont’d)
WOLFGANG BOETTCHER
Director of Hotel Operations Asia Pacific
Singapore and Johor, Malaysia
AGE/GENDER NATIONALITY
Age 54/Male German
ACADEMIC/PROFESSIONAL QUALIFICATION
Certifications in Meat Science Berufschule Friedrichshafen; and
Certification as Instructor for Culinary Education.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
HOTEL
PETER WONG
President – North America
San Francisco, USA
AGE/GENDER NATIONALITY
Age 71/Male American
ACADEMIC/PROFESSIONAL QUALIFICATION
MBA, California Coast University;
Diploma in Management Studies, Hong Kong Polytechnic; and
Advance Hotel Investments Course, Cornell University.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
22
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
HOTEL (cont’d)
ROBERT ROY
Regional Vice President (RVP)
New York, USA
AGE/GENDER NATIONALITY
Age 59/Male Canadian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Commerce Honors, University of Ottawa; and
Baccalaureate in Administration.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
DEREK SASANO
Vice President (VP), Finance & Administration
Honolulu, USA
AGE/GENDER NATIONALITY
Age 67/Male American
ACADEMIC/PROFESSIONAL QUALIFICATION
A.S. Degree in Accounting; and
Certificate in Hospitality Financial Management.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
23
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
HOTEL (cont’d)
DAVID KAM
Corporate Controller, Keck Seng Group – North America
San Francisco, USA
AGE/GENDER NATIONALITY
Age 62/Male American
ACADEMIC/PROFESSIONAL QUALIFICATION
AAS Accounting, University of Hawaii.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
INVESTMENT HOLDING
AGE/GENDER NATIONALITY
Age 68/Male Hong Kong, China
ACADEMIC/PROFESSIONAL QUALIFICATION
Master of Business Administration.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
24
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
GROUP FINANCE
REUSON SEET
Group Accountant
Johor, Malaysia
AGE/GENDER NATIONALITY
Age 50/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Commerce (majoring in Accounting), Curtin University of Technology, Australia;
Chartered Accountant of the Malaysian Institute of Accountants;
Fellow of CPA Australia; and
Associate of the Chartered Tax Institute of Malaysia.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
AGE/GENDER NATIONALITY
Age 74/Male Malaysian
ACADEMIC/PROFESSIONAL QUALIFICATION
Bachelor of Accountancy, National University of Singapore.
OTHER DIRECTORSHIP
Listed Issuers : Nil.
Public Companies : Nil.
1) any family relationship with any director and/or major shareholder of the Company;
2) any conflict of interests that the person has with the Company; and
3) any conviction for offences (other than traffic offences, if any) within the past 5 years or any sanction or penalty imposed by the relevant regulatory
bodies during the financial year ended 31 December 2022.
25
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T
The Board of Directors (“the Board”) of Keck Seng (Malaysia) Berhad’s Group (“the Group”) acknowledges the importance of good
corporate governance (“CG”) in protecting and enhancing the interest of shareholders and for long-term sustainable growth. The Board
and Senior Management, who are responsible for the governance of the Group are committed to ensure good CG practices are adopted
and continued.
The Board is pleased to provide its shareholders and other stakeholders an insight of the Group’s CG practices for the financial year ended
31 December 2022 (“FY 2022”) through its CG Overview Statement (“CGOS”) and CG Report (“CGR”).
The CGOS and CGR are prepared in compliance with the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad
(“Bursa Securities”) and guided by Practice Note 9 of the MMLR, the CG Guide (4th edition) issued by Bursa Securities and the Malaysian
Code on Corporate Governance 2021 (“CG Code”).
To better understand the Group’s CG principles and practices, the CGOS should be read together with the CGR and other statements in
the Annual Report (“AR”), including the Statement on Risk Management and Internal Control and the Audit Committee Report. The CGR is
available on the Company’s website, https://my.keckseng.com and Bursa Securities’ website.
The Company has generally applied the practices under the CG Code for FY 2022.
The CGR explains the extend of the Group’s application, departures and alternative measures adopted for its CG practices.
The Board continues to evaluate the Group’s governance practices and enhance it in response to adopting best practices and the changing
needs of the Group.
I. Board Responsibilities
The Board is responsible for the overall leadership, values, directions and performance of the Group.
The Board Charter which is available on the Company’s website, https://my.keckseng.com, outlines the responsibilities of the Board, both
individually and collectively, and on matters reserved for the Board.
The Board has constituted three (3) Board Committees, namely Audit Committee (“AC”), Nominating Committee (“NC”) and Remuneration
Committee (“RC”) to which it has delegated its authorities in certain matters to support the Board. The Board is informed of the activities
of the Board Committees by the respective Board Committee chairman and the Board Committees’ meeting minutes are presented to the
Board for notation. Further details on the work of the AC, NC and RC are provided in the respective sections of this AR.
26
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Board of Directors
[4 Executive Directors ("EDs");
1 Non-Independent Non-Executive Director ("NINED"); and
5 Independent Non-Executive Directors ("INEDs")]
Company Secretaries
Internal Audit
27
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
ED INED
• Plan the business directions of the Group. • Advise and support the Board.
• Make and implement the Board’s decisions. • Provide independent judgement, scrutiny, experience and objectivity.
• Drive the Group’s businesses and performance. • Ensure the effectiveness of the system of risk management and internal
• Deal with day-to day operational matters. control.
• Actively involved in the various Board Committees.
Key matters considered by the Board in FY 2022 are:
• Business strategies and • Board and Board Committees Charters • Quarterly unaudited financial
performance review statements and annual audited
• Succession planning • New policies review and adoption: financial statements of the Group
• Dividend decisions ➢ Directors’ Fit and Proper Policy; including announcements
and
➢ Conflict of Interest Policy.
• Existing Board policies review and
adoption:
➢ Code of Conduct and Ethics;
➢ Whistleblowing Policy;
➢ External Auditors’ Independence
Policy;
➢ Corporate Disclosure Policy;
➢ Diversity Policy; and
➢ Remuneration Policy and
Procedures for Directors and
Senior Management.
• Corporate statements and reports review
• Risk management, internal control and
sustainability framework review
• Internal audit reports, risk assessment
analysis reports and Material
Sustainability Matters Summary review
• Annual evaluation on Board, Board
Committees and individual Director
• Adapting the use of digital tools for
communications and shareholders’
engagement
• Adoption of applicable CG Code
practices
CG in FY 2023 and beyond:
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
To be effective, clarity of various roles and responsibilities of individual directors must exist. A clear division of responsibilities has been
established between the Executive Chairman (“EC”) and Managing Director (“MD”). The positions are held by different individuals to ensure
that there is a balance of power and authority. Both the EC and MD are not members of the Board Committees.
The EC is responsible for leading and ensuring Board effectiveness, governance and conduct. With the assistance of the Company
Secretary, Board meetings are scheduled in advance and clear information are disseminated to Board members, enabling the Board to
perform its duties effectively. The EC acts as a facilitator during Board meetings, encourages constructive and respectful relations between
the Board members and between the Board and Management. The EC also ensures that the Board Committees function properly and that
open, healthy and effective debates that leverage on the Directors’ diverse backgrounds and knowledge are held by allowing sufficient
time to be given on deliberation of issues.
The MD fulfills the Chief Executive Officer’s role. He is overall responsible for the financial performance and development of the Group’s
strategy. The MD oversees the Group’s day-to-day operations, ensures principal risks and sustainability matters of the Group are monitored
and there is effective implementation of policies and strategies adopted by the Board throughout the entire organisation. The MD is
supported in this role by Senior Management.
The Board Charter sets out the responsibilities of the EC and the MD.
Company Secretaries
The Board is supported by two (2) suitably qualified and experienced Company Secretaries who are members of the Malaysian Institute
of Chartered Secretaries and Administrators (MAICSA) and are qualified to act as company secretary under Section 235(2)(a) of the
Companies Act 2016.
All Directors have direct access to the advice and services of the Company Secretaries. The Company Secretary(ies) attend(s) all Board
meetings and are responsible to ensure that all Board and Board Committees’ meeting procedures are adhered to, deliberations and
conclusions are recorded. The minutes of the previous Board meetings are distributed prior to Board meetings for their perusal before
confirmation of the minutes.
The Company Secretaries provide advice on the Company’s Constitution, laws, rules, governance practices, procedures and regulations
including Directors’ disclosure obligations as well as assisting in the induction of new Directors and professional development as required.
They also facilitate the effective flow of information between the Board, Board Committees and relevant management parties.
Together with the Board, the Company Secretaries ensure compliance with the Companies Act 2016, MMLR and relevant laws and
regulations applicable to the Company.
The appointment and removal of the Company Secretary is determined by the Board as a whole. The Board is satisfied with the support
rendered by the Company Secretaries to the Board in discharging their duties.
The Board has unrestricted access to timely and accurate information based on the agreed meeting agenda. The information is not
restricted to quantitative information but may include other information deemed proper.
All Directors are furnished with meeting agenda and Board papers at least seven (7) days prior to each Board meeting. Sufficient time is
given to enable the Directors to read and understand the matters to be deliberated on, and where necessary, to obtain further explanation,
information or be properly briefed before the meeting. The Board papers encompass all aspects of the matters being considered, enabling
the Board to look at both the quantitative and qualitative factors so that informed decisions are made.
In furtherance of their duties, where necessary and in appropriate circumstances, the Board is entitled to seek independent professional
advice at the Company’s expense to enable it to discharge its responsibilities effectively. The Directors are also accessible to the
Management for information and exchange of views outside formal Board meetings.
29
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The Board Charter acts as a source of reference and primary induction material in providing insights to Board members and Senior
Management. It defines, among others, the Board’s objectives, roles, responsibilities, individual and collective authorities of the Board, its
committees and meeting procedures.
Apart from the Board’s responsibilities mentioned in the Board Charter, the Board reserves specific decision rights on matters relating to:
The abovementioned matters are not conclusive and may be amended by the Board, where necessary.
The Board Committee Charters encompass the respective Committees’ responsibilities and authorities. The Board Charter and Board
Committee Charters are periodically reviewed and updated in accordance with the needs of the Company or when changes arise in the
corporate and business environment.
The Board and Board Committee Charters were last reviewed and approved by the Board on 25 November 2022 and are publicly available
on the Company’s website.
All other matters not specifically reserved for the Board or the Board Committees but are necessary for the day-to-day operations of the
Group have been delegated to the Management. The Management’s responsibilities conferred by the Board are delegated through the MD
and is under the MD’s purview.
30
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Code of Conduct and Ethics, Anti-Bribery & Anti-Corruption, Whistleblowing Policy and Conflict of Interest Policy
Our commitment to uphold high ethical standards, governance and professional conduct at all times is reflected from the establishment
of the following Board policies:
• Code of Conduct and Ethics (“Code”) – sets the principles, ethical and standards of business ethics and conduct of the Group that
aim to promote ethical conduct throughout the Group;
• Anti-Bribery & Anti-Corruption (“ABAC”) Policy – sets out the parameters on unacceptable activities/practices and guidance on
how to deal with such issues that may arise in the course of conducting business. The ABAC Policy is applicable to all Directors,
employees and stakeholders who are performing work or services for and on behalf of the Group, whether directly or indirectly;
• Whistleblowing Policy – provides an avenue by which an individual, may in confidence, raise genuine concerns on possible
improprieties in financial reporting, suspected criminal offence, breaches in legal obligations, non-compliance, endangerment,
unfair treatment, misconduct, wrongdoings, corruption, bribery, blackmail and instances of fraud, waste, and/or abuse involving
the resources of the Group. Complaints can be channelled in an appropriate and timely manner to any Senior Management and/
or MD or AC Chairman or the Head of Internal Audit. Protections will be accorded to the whistleblower; and
• Conflict of Interest (“COI”) Policy – guides all directors and employees of the Group on how to identify, declare and deal with COI
situations as they arise.
Both the Code and Whistleblowing Policy were last reviewed and approved by the Board on 25 November 2022. The new COI Policy was
established and adopted on the same date. The Code, ABAC, Whistleblowing and COI Policies are available on the Company’s website.
Sustainable Practices
As the Board is accountable to its shareholders and stakeholders for the conduct and long-term success of the Group and Company,
the plans and business strategies that it forms must ensure that sustainable issues are considered. The Board is committed in ensuring
that there is proper governance throughout the Group, and business activities and practices do not detrimentally impact society and
environment.
Through the Management’s engagements with relevant stakeholders, sustainability risks and opportunities are identified, reviewed and
assessed prior to any decision making and implementation of plans and strategies.
The shareholders and other stakeholders are kept abreast with the Group’s sustainable efforts through the Sustainable Statement featured
in this AR on pages 58 to 76.
The Board keeps abreast with sustainable related issues through their interaction with Senior Management, sustainability related articles
and via professional development updates. Details of the Directors’ training and professional development during FY 2022 can be found
on pages 37 to 40.
31
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
20%
40%
50% 20%
60%
10%
20% 20%
80% 80%
Independent Directors
The composition of the current Board complies with Paragraph 15.02 of the MMLR of Bursa Securities which requires at least two (2) or
one-third (1/3) of the Board of the Company, whichever is higher to be Independent Directors and at least one (1) Director is a woman.
The current Board composition ensures that no individual or a group of Directors can dominate the decision-making process and thus,
safeguards the interest of the shareholders.
The INEDs play an important role in corporate accountability because they provide objective and independent judgement, bring strategic
guidance and constructive challenges to the Management.
Mr. Too Hing Yeap @ Too Heng Yip is the appointed Senior Independent Non-Executive Director (“SID”), to whom shareholders or stakeholders
may convey their concerns if there are reasons that the normal channel of communication is considered to be inappropriate or inadequate.
32
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The Board together with the NC have performed an annual assessment of the INEDs and concluded that each of the INED remains
independent in character and judgement as they are able to provide unbiased and independent views to the Board, provide objective
challenge to the Management on commercial and corporate governance matters and there are no business or other relationships which
Further to the annual assessment, each of the INED has also submitted an annual independence declaration. All the INEDs have fulfilled
the criteria of “independence” as defined under the MMLR of Bursa Securities and other criteria pursuant to the CG Code.
The Board is aware of the amendments on the MMLR on long-serving INED (with
TENURE OF INEDs
tenure of more than twelve (12) years), where the long-serving INED must resign or
AS AT 31 DECEMBER 2022
re-designated as Non-Independent Director by 1 June 2023 and it is mindful that
the exit of long-serving Board members may result in a significant loss of experience
20% and expertise to the Company. The Board advocates that the two-tier voting process
40% will not be conducted but will seek the shareholders’ approval at each AGM for the
re-appointment of Independent Directors who have served the Board for more than
40% nine (9) years.
Save for Mr. Too Hing Yeap @ Too Heng Yip, the tenure of all the other INEDs does
not exceed nine (9) years.
2 Directors with tenure 0-5 years
Diversity
The Board recognises the value of a diverse Board. The NC annually reviews the size, composition and skills mix of the Board and Board
Committees to ensure that the Board and Board Committee members have the required mix of industry-specific knowledge, broad business
and commercial experience to govern the Group effectively. The Directors are professionals in the fields of business management, banking,
finance, accounting, audit, commodities and securities, legal, internal control, corporate governance, property development, agriculture
and health and safety. They also bring informed, independent and balanced perspective to the Group’s strategy and performance so as to
ensure that the Group maintains the highest standards of conduct and integrity.
The Company endeavours to achieve the aspirational target of 30% representation of women directors on the Board for boardroom
gender diversity. The Board advocates that fair and equal opportunities be given to all suitable candidates by taking into consideration
the candidate’s skills, knowledge, expertise, experience, professionalism, integrity, competencies, independence and diversity (including
gender diversity, ethnicity and age).
GROUP GENDER DIVERSITY (ALL EMPLOYEES) GENDER DIVERSITY (MANAGERS & ABOVE)
AS AT 31 DECEMBER 2022 AS AT 31 DECEMBER 2022
35% 38%
65% 62%
737 Male employees 400 Female employees 64 Male Managers 40 Female Managers
33
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Diversity (cont’d)
The Group is having a male-dominated workforce as certain work in the Plantation and Manufacturing segments was more suitable for
men due to the heavy physical nature of the tasks.
However, the Group is committed to promote a culture of diversity, inclusivity, fairness, integrity, honesty, courtesy, respect, dignity and
equal opportunity, where employees can succeed based on personal ability and contribution. The Group’s employees spread across all
age brackets, represent a variety of nationalities, genders, cultural background, skills and experience. A diverse workforce would enable
the Group to have a competitive edge by providing access to new ideas, better decision making and the ability to attune to a variety of
customers and cultures.
The Company has in place a Diversity Policy which outlines the Group’s approaches in achieving and maintaining diversity (including
gender diversity, ethnicity and experience) on its Board and Senior Management positions. The Diversity Policy was last reviewed on 25
November 2022 and is available on the Company’s website.
The NC was established by the Board to ensure a formal and transparent procedure is in place for the appointment and re-election of
Directors of the Company.
The Board had on 27 May 2022 adopted a Directors’ Fit and Proper Policy for the appointments and re-election of Directors of the Group
and it is available on the Company’s website. The NC will assess the fitness and propriety of a candidate for appointment or re-election as
Director of the Board based on the following four (4) main criteria: -
The NC is entrusted to review the composition of the Board and empowered to bring to the Board recommendations as to the appointment
of any new executive or non-executive director, provided that the Chairman of the NC, in developing such recommendations, consults
all Directors and reflects that consultation in any recommendation of the NC brought forward to the Board. Candidates considered for
appointment as Director may be facilitated through recommendations from Directors, Management, advisors, business associates and any
other external parties/professional bodies.
1. 2. 3. 4. 5.
Identification of Evaluation Interview Final Recommendation
candidates deliberation to the Board
1. 2. 3. 4. 5.
Identification of directors Evaluation Recommendation by Recommendation by Shareholders'
due for re-election NC to the Board the Board to the consideration and
shareholders approval at AGM
34
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The NC has direct access to the advice and services of the Company Secretary who is responsible for ensuring that all appointments and
re-elections are properly executed and all necessary information are obtained and documented.
All newly appointed Directors will undergo induction programmes that may include business area familiarisation, which will help the new
Director to get acquainted with the environment that the Group operates in and the business operations of the various divisions and/or
attend suitable training programmes. All Directors will be updated on the Group’s business, the competitive and regulatory environments
in which it operates and other changes, by written briefings and meetings. They will also be advised of their legal and other obligations as
Directors of a listed company.
In accordance with the Company’s Constitution, all newly appointed directors are subject to re-election by the shareholders at the next
AGM subsequent to their appointment. The Constitution also provides that at least one-third (1/3) of the Board including the MD is subject
to re-election at each AGM and at least once in every three (3) years.
All Directors are expected to devote sufficient time in discharging their duties and responsibilities to meet the time commitment criteria
set. Thus, each Director shall not hold more than five (5) directorships in listed issuers. Directors must consult the Chairman of the Board
prior to accepting any new directorship on listed issuers and notify the Board on any changes to their external appointment. The Directors
are required to disclose and update their directorship and shareholdings in other companies as and when necessary. For details of the
Directors’ other directorship, please refer to Directors’ profile on pages 9 to 18 of this AR.
Meetings for each financial year are scheduled in advance for the Directors to plan their schedule ahead. The Board meets at least four
(4) times a year at regular intervals. Additional meetings are held as and when required. The Directors are expected to attend all Board
and Board Committee meetings except for exceptional circumstances such as personal commitments or health reasons, it is recognised
then that Director is unable to attend.
The NC facilitates the annual assessment of the Board, Board Committees and individual Director’s performance and effectiveness based
on a set of predetermined criteria. In addition, the NC has obtained fit and proper declarations from the retiring directors prior to its
recommendation to the Board on their re-election as Directors.
35
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
During FY 2022, the Board and Board Committees members have discharged their duties and responsibilities through their attendance at
the respective meetings set out in the table below:
Members Board AC NC RC
Mr. Ho Kim Swee @ Ho Kian Guan 5/5
Executive Chairman
Mr. Too Hing Yeap @ Too Heng Yip 5/5 4/5 2/2 2/2
Senior Independent Non-Executive Director
Dato’ Dr. Zaha Rina Binti Zahari 5/5 5/5 2/2 2/2
Independent Non-Executive Director
Member
36
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The NC has carried out the following activities in discharging its duties and responsibilities for FY 2022:
• Reviewed the size, composition and dynamics of the Board and Board Committees and it was satisfied that:
➢ the Board possesses the required mix of skills, experience, competencies and other qualities needed by the Group for its
business activities; and
➢ the respective Board Committees have the necessary skills set, experience, competencies and other qualities to undertake
the duties and responsibilities defined in the respective Committees’ Charters.
• Conducted internally an annual assessment that comprises performance, independence and peer and self-evaluations of
the individual Directors, Board and Board Committees collectively. The assessment exercise was facilitated by the Company
Secretary. The assessment process encompasses the completion of questionnaires, collation of results, preparation of findings
and deliberations. Based on the results of the assessments, no major findings were identified. The NC was satisfied with the
performance and effectiveness of the Board and Board Committees.
• Obtained from each INED an annual independence declaration.
• Reviewed the terms of office and performance of the AC and each of its members pursuant to the MMLR of Bursa Securities.
• Reviewed the trainings accomplished by the Directors and determined the training needs of each Director.
• Assessed each of the Directors who is due for re-election, to ensure the fulfillment of the fit and proper criteria before recommending
to the Board for consideration.
• Reviewed the tenure of Mr. Too Hing Yeap @ Too Heng Yip, the INED who have served as INED of the Company for a cumulative
term of more than twelve (12) years and the composition of the Board and Board Committees.
• Reviewed the NC Charter and Diversity Policy and recommended the same to the Board for approval.
In order to meet the challenges face by the Board and effectively discharge their roles and responsibilities, the Directors acknowledge
the importance of keeping abreast with relevant regulatory developments by attending webinars, seminars, conferences or dialogues
organised by relevant regulatory authorities, professional bodies, commercial training providers or through the in-house tax department.
37
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
During the financial year under review, the Directors have attended the following webinars/seminars/conferences/dialogues:
Webinars/Seminars/Conferences/Dialogues Attended
38
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Topics Date
1. Tax Seminar (In-house): 05/01/2022
• Update on Personal Tax for YA 2021
• Filing of Form e-BE
• Employer’s Responsibilities
• Tax Clearance Letter (SPC)
3. Prevention of Financial Crime and Market Misconduct Under CMSA 2007 28/01/2022
4. ESG, Stakeholder Capitalism and Sustainable and Responsible Investment (SRI) 28/01/2022
5. Service Tax, Sales Tax, GST & Customs Duties: Special Tax Incentives in 2022 – 15/02/2022
Voluntary Disclosure & Amnesty
6. MIDF Green Conference 2022 Virtual Event with YB Dato’ Sri Mustapa Mohamed 09/03/2022
(Minister in PM’s Dept – Economy)
9. Climate Governance Malaysia (CGM) in collaboration with CEO Action Network (CAN) - 22/04/2022
Exploring A Low Emission Pathway for Malaysia
13. FIDE Forum’s Engagement session with Board Members of General Insurers and 11/08/2022
Takaful Operators on Motor Claims Reforms
14. CGM Conversations with Chairmen : A Standing Item in Board Agendas 15/08/2022
15. ESG and Climate Risk Impacts on the Insurance Industry 23/08/2022
16. TCFD 101: Getting started with climate-related financial reporting 23/08/2022
17. Dialogue with YB Tengku Datuk Seri Utama Zafrul Tengku Abdul Aziz, Minister of Finance - 26/08/2022
Pre-Budget 2023
39
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Topics Date
19. Dialogue with Hon Lawrence Wong, Singapore Deputy PM and Minister of Finance – 05/09/2022
Global Headwinds: A Singapore Perspective
26. Application of Fit and Proper Policy; and Winning the Sustainability Game 04/11/2022
Through Risk Management
27. Virtual Invest Malaysia KL Series 2 – The Road to Electric Vehicles 09/11/2022
28. Singapore Global Restructuring Initiative Inaugural Conference 2022 14/11/2022 – 15/11/2022
School of Accountancy, Singapore Management University Singapore
40
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
III. Remuneration
The Executive Directors’ and Senior Management’s remuneration packages are structured to ensure that they are competitive and
sufficient to attract, retain and motivate people of calibre, expertise and relevant experience to manage the Group and the Company in a
competitive environment. Their remuneration packages are linked to the strategic objectives of the Group, measured against financial and
sustainability targets set at the start of the financial year, takes into account their job responsibilities, complexity of their role(s) and the
prevailing market practice. Their remuneration packages are made up of fixed components i.e., basic salary, allowances and benefits-in-
kind (“BIK”) and variable components i.e., performance related bonuses.
The INEDs’ remuneration packages are structured to ensure that it does not conflict with their obligations to bring objectivity and
independent judgement to Board and Board Committee meetings.
Directors’ fees and meeting allowances paid reflect the individual director’s attendance, responsibilities and contribution levels of individual
members in respective Board and Board Committees in terms of statutory duties, fiduciary duties, risk, intensity/complexity of works, time
commitment and effort.
Senior Management’s remuneration packages are reviewed annually together with the other employees’ annual increment evaluation and
is under the purview of the MD.
The Remuneration Policy and Procedures for Directors and Senior Management was last reviewed and approved by the Board on 25
November 2022 and is made available on the Company’s website.
The RC has carried out the following activities in discharging its duties and responsibilities for FY 2022:
All Directors’ fees and meeting allowances are reviewed, deliberated and approved at the RC and Board levels. The fees and allowances
paid/payable for every financial year are subject to shareholders’ approval at AGM.
The Company has adopted the fixed board fees plus set fees for chairperson or members of a committee. The structure of the fees payable
to Directors of the Company for FY 2022 is as follows:
41
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The details of the remuneration of Directors of the Company comprising remuneration received/receivable from the Group and the
Company during FY 2022 are as follows:
Non-Executive
Mr. Ho Eng Chong @ Ho Kian Cheong - 85 - 7 92
Mr. Too Hing Yeap @ Too Heng Yip - 140 - 17 157
Mr. Tai Lam Shin - 120 - 17 137
Encik Mahathir Bin Mohamed Ismail - 130 - 17 147
Mr. Liew Foong Yuen - 120 - 17 137
Dato’ Dr. Zaha Rina Binti Zahari - 120 - 17 137
Mr. Ho Chung Tao - - - - -
Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney) - - - - -
42
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Non-Executive
Mr. Ho Eng Chong @ Ho Kian Cheong - 85 - 7 92
Mr. Too Hing Yeap @ Too Heng Yip - 140 - 17 157
Mr. Tai Lam Shin - 120 - 17 137
Encik Mahathir Bin Mohamed Ismail - 130 - 17 147
Mr. Liew Foong Yuen - 120 - 17 137
Dato’ Dr. Zaha Rina Binti Zahari - 120 - 17 137
Mr. Ho Chung Kain (He ChongJing) 356 - 72 78 506
(Alternate to Dato’ Ho Cheng Chong @ Ho Kian Hock) [N2]
Mr. Ho Chung Hui 356 - 72 78 506
(Alternate to Ms. Lee Huee Nan @ Lee Hwee Leng) [N3]
Mr. Ho Chung Tao - - - - -
(Alternate to Mr. Chan Lui Ming Ivan)
Mr. Ho Chung Kiat, Sydney (He ChongJie, Sydney) - - - - -
(Alternate to Mr. Ho Eng Chong @ Ho Kian Cheong)
(*) Others – Include benefits-in-kind, allowances and EPF contributions on salary and bonus by employer.
[N1] – On unpaid sabbatical leave during the financial year under review.
[N2] – Remuneration paid by virtue of his position as General Manager of Keck Seng (Malaysia) Berhad.
[N3] – Remuneration paid by virtue of his position as Commercial/Corporate Director of Keck Seng (Malaysia) Berhad.
43
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The remuneration details for Senior Management are not disclosed on a named basis, as the Board is of the view that it would not be in the
best interest of the Group given the competitiveness in the market. The remuneration of the top five (5) Senior Management is as follows:
Note: Remuneration of certain Senior Management Personnel have been paid in foreign currencies and converted at the exchange rate prevailing at
year end.
I. AC
AC Composition
The AC comprises solely of five (5) Independent Non-Executive Directors and is chaired by Mr. Too Hing Yeap @ Too Heng Yip, the Senior
Independent Non-Executive Director, who is distinct from the Chairman of the Board. None of the current AC member was a former key
audit partner of the Company’s existing auditing firm or corporation.
The AC is established to assists the Board in ensuring the integrity of the Group’s financial statements as well as reviewing, assessing and
monitoring the performance, suitability, objectivity and independence of the External Auditors (“EA”). The AC has established the External
Auditors’ Independence Policy which governs the guidelines and procedures to ensure the suitability and independence of the EA and is
entrusted with the duty to:
44
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
I. AC (cont’d)
The External Auditors’ Independence Policy was last reviewed and approved by the Board on 25 November 2022 and is accessible via
the Company’s website.
The AC has reviewed the related party transactions of the Group to ensure that these transactions are conducted at arm’s length, fair,
reasonable and in the best interest of the Group and not detrimental to the interest of the minority shareholders. The Directors are aware
that they have to declare their respective interests in transactions with the Group and the Company, if any and abstain from deliberation
and voting on the relevant resolution in respect of such transactions.
Financial Reporting
The Board is responsible for presenting a fair assessment of the Group and Company’s position and prospects through quarterly reports
to Bursa Securities and the AR to shareholders and is required under Paragraph 15.26(a) of the MMLR of Bursa Securities to issue a
statement, which is appended below, explaining its responsibility for preparing the annual audited financial statements.
The AC assists the Board by overseeing, monitoring and assessing the reliability and quality of the financial statements and financial
reporting practices.
The Directors are responsible to ensure that the Group and the Company’s annual audited financial statements for the financial year are
drawn up in accordance with the applicable Financial Reporting Standards and the provisions of the Companies Act 2016 so as to give a
true and fair view of the financial position of the Group and the Company as at 31 December 2022 and of the financial performance and
cash flows of the Group and the Company for the financial year.
In preparing for the abovementioned statements, the Directors are of the opinion that:
The Directors are satisfied that the Group and the Company’s quarterly and annual financial results which are released to shareholders,
within the stipulated time frame reinforce the Board’s commitment to provide a true and fair view of the Group and Company’s state of
affairs.
45
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
The Board is responsible for establishing and maintaining a sound risk management framework and internal control system to ensure that
the shareholders’ investments, stakeholders’ interests and assets of the Group are safeguarded. It directs the Group in managing risks
and determines the level of risk that the Group is willing to accept in the conduct of its business activities.
The AC assists the Board in overseeing the Group’s risk management and internal control function, evaluating the adequacy and
effectiveness of the Group’s risk management framework and internal control system, reviewing the key risks identified to ensure that
adequate measures are in place to mitigate those risks and monitoring these risks.
During FY 2022, the Board continues to review the effectiveness of the Group’s risk management framework and internal control system
and ensuring that the risk and sustainability framework established by the Risk and Sustainability Committees (“RSC”) are in place. The
activities of the AC with regard to the Group and the Company’s risk management, material sustainability and internal control matters
for FY 2022 are separately set out in the AC Report on pages 49 to 53, whilst the management of the risk management framework and
internal control system are outlined in the Statement on Risk Management and Internal Control on pages 54 to 57.
The Group’s internal audit function is carried out by its dedicated in-house Internal Audit Department (“IAD”). The IAD reports directly to
the AC and supports the Committee in discharging its responsibility. This line of reporting promotes independence and allows the IAD to
have unrestrictive access to operations, records, property and personnel within the Group.
The appointments and resignations of the internal auditors are under the purview of the AC. The IAD consist of professional and accounting
graduates and is headed by the Head of Internal Audit, who is a qualified Accountant registered with the Malaysian Institute of Accountants,
Fellow member of the Chartered Certified Accountants, UK and The Institute of Internal Auditors, Malaysia respectively.
All the Internal Audit members are free from any relationship with any Director and/or major shareholder of the listed issuer and from any
conflict of interests with the listed issuer, which could impair their objectivity and independence.
The internal audit was conducted using a risk-based approach and in accordance with a recognised framework, i.e., International
Professional Practice Framework (IPPF). The activities of the IAD for FY 2022 are guided by the Internal Audit Charter and Annual Audit
Plan. These activities are separately set out in the AC Report on pages 49 to 53.
As guided by the MMLR’s Continuing Disclosure Requirements and the Company’s Corporate Disclosure Policy, timely corporate
announcements, quarterly financial reports, AR and AGM minutes are disseminated to all stakeholders through announcements to Bursa
Securities and/or via the Company’s website. The Company’s Corporate Disclosure Policy sets out the procedures and practices on
corporate disclosures encompassing material information, timing of announcements, public dissemination, events that may require trading
halt or suspension, clarification of rumours, unusual market activities, unwarranted promotional disclosure and insider trading. This Policy
was last reviewed and approved by the Board on 25 November 2022 and is made available on the Company’s website.
The Group’s investor relations activities are aimed in developing and maintaining a positive relationship with all its stakeholders through
an active two-way communication by promoting and demonstrating a high standard of integrity and transparency through timely, accurate
and full disclosure of material information and to enhance the stakeholders’ understanding of the core businesses and operations of the
Group, thereby enabling them to make informed decision.
We encourage our shareholders to embrace the benefits of electronic communication. As at 3 April 2023, 52.4% of the total number of
shareholders were eligible to receive notices electronically.
46
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (cont’d)
The AGM is the principal forum for the Board and Management to interact with shareholders of the Company. It is the platform where
the Board and Management are able to listen and understand shareholders’ views and obtain the necessary feedback in assisting future
decision making.
To enable shareholders to make adequate preparation, the Notice of AGM is issued at least 28 days before each AGM. The Notice of 52nd
AGM was sent to the shareholders on 28 April 2022 and the Company’s AGM was held on 27 May 2022. The same Notice was also
published on the Company’s website.
Embracing the benefits of digital communication, the Board was able to engage with the shareholders through its virtually conducted
AGM. The Company’s 52nd AGM was held on 27 May 2022 and live streamed from designated broadcast venue, which is in line with the
Securities Commission Guidance Note on the Conduct of General Meetings for Listed Issuers to ensure companies can continue to fulfil
their obligations under the law and to shareholders.
To enable the shareholders to make informed decisions, explanatory notes are provided for each item in the AGM’s agenda. Shareholders
are encouraged to ask questions, clarify facts and provide feedback to the Board and Management using Remote Participation and Voting
(“RPV”) facilities provided by KSM’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd (“Tricor”) via TIIH Online at https://
tiih.online. Tricor had put in place information security measures to prevent cyber threats and data breaches.
Appointed proxies are allowed to participate and vote on behalf of the shareholders. Shareholders are also encouraged to forward their
questions before the AGM for the Board to respond. All the Directors, the Senior Management and External Auditors were present to
provide meaningful responses to questions raised by the shareholders during the AGM. During the 52nd AGM, sufficient time was allocated
to the shareholders to pose questions.
Poll voting in respect of all resolutions was carried out via RPV facilities. All shareholders were briefed on the voting procedures by the poll
administrator prior to poll voting. The poll results were verified by the Independent Scrutineers appointed by the Company and announced
on the same day of the AGM.
• Practice 13.3 of the CG Code – leverage technology to facilitate (a) voting including voting in absentia; and (b) remote shareholders’
participation at general meetings, as well as to take the necessary steps to ensure good cyber hygiene practices are in place including
data privacy and security to prevent cyber threats;
• Practice 13.6 of the CG Code – the minutes of the general meeting are circulated to shareholders no later than 30 business days after
the meeting;
• Paragraph 9.21(2)(b) of MMLR – a summary of key matters discussed during the AGM, as soon as practicable after the conclusion of
the AGM are published on the Company’s website;
• Paragraph 8.29(A)(1) of MMLR – all resolutions are voted by poll; and
• Paragraph 8.29(A)(2) of MMLR – to appoint at least one (1) scrutineer to validate the votes cast at the AGM.
The minutes of the 52nd AGM together with the responses to questions raised by shareholders were made available on the Company’s
website on 14 July 2022.
47
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O R P O R AT E G O V E R N A N C E O V E R V I E W S TAT E M E N T ( c o n t ' d )
Utilisation of Proceeds
No proceeds were raised from corporate proposals or exercises during the financial year.
Details of the audit and non-audit fees for services rendered by the External Auditors to the Group and the Company for FY 2022 are disclosed
in the AC Report on page 51 and Note 7 of the Financial Statements on pages 120 to 121 of this AR.
No material contracts were entered into by the Company and/or its subsidiaries involving the interests of the Directors and major
shareholders during the financial year.
The details of the RRPT undertaken by the Company during FY 2022 are disclosed on Note 38 of the Financial Statements on page 156
of this AR.
Although the Company is no longer required to seek the shareholders’ mandate for RRPT, these transactions are still closely monitored
and tracked by the Management and regularly reported to the AC.
48
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Pursuant to Paragraph 15.15 of the Main Market Listing Requirements (“MMLR”) of Bursa Malaysia Securities Berhad (“Bursa Securities”),
the Board of Directors (“the Board”) of Keck Seng (Malaysia) Berhad (“the Company”) is pleased to present the Audit Committee Report
for the financial year ended 31 December 2022 (“FY 2022”).
Composition
The Audit Committee (“AC”) consists of five (5) members, all of whom are Independent Non-Executive Directors.
Chairman:
Members:
The biography of each AC member is set out in the Directors’ Profile on pages 9 to 18.
All AC members are financially literate and able to read and understand matters under the purview of the AC during the financial reporting
process to effectively discharge their duties and responsibilities. Both Mr. Tai Lam Shin and Encik Mahathir Bin Mohamed Ismail are
members of the Malaysian Institute of Accountants, thus complied with Paragraph 15.09(1) of the MMLR of Bursa Securities.
The term of office and performance of each of the AC members is reviewed annually by the Nominating Committee (“NC”) to determine
whether the AC have carried out their duties in accordance with the AC Charter.
Meetings
During FY 2022, the AC met on five (5) occasions. Their attendance details can be found on page 36 of this Annual Report (“AR”).
Other Board members, employees and/or representatives of the External and Internal Auditors, upon invitation by the AC, were also present
at the meetings to provide briefings, updates and clarifications on matters under the AC’s purview. The AC Chairman may call for additional
meetings on matters relating to the Group at any time at his discretion. Both the External and Internal Auditors may also request for a
meeting if they consider it is necessary.
The Company Secretary is entrusted to assist the AC to develop and distribute agendas and meeting papers, and record the meeting
proceedings and decisions made by the AC. Minutes, including those taken at AC meetings by instantaneous telecommunication device
are kept, approved and circulated to all members of the AC and the Board. The AC Chairman reports on key issues discussed at the AC
meeting to the Board following each AC meeting.
49
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Charter
The roles and responsibilities of the AC, as well as their rights are set out in the AC Charter and is available on the Company’s website at
https://my.keckseng.com. The AC Charter is reviewed periodically to ensure it complies with current legislation and best practices. The AC
Charter was last reviewed and approved by the Board on 25 November 2022.
An annual assessment and evaluation on the performance and effectiveness of the AC for FY 2022 was undertaken by the NC. The AC
was assessed for overall effectiveness and quality, internal and external audit functions, financial reporting, compliance with legal and
regulatory requirements and risk management.
The Board was satisfied that the AC has discharged its functions, duties and responsibilities appropriately and effectively and in accordance
with its Charter.
During FY 2022, the AC continued to assist the Board in fulfilling its fiduciary duties as well as providing oversight on the process and
integrity of the Group’s audit processes and financial reporting, adequacy and effectiveness of the risk management framework and
internal control system, performance management system and compliance to applicable laws, standards and regulations.
The summary of activities carried out by the AC for the financial year under review are described as follows:
1. Financial Reporting
• reviewed the unaudited quarterly financial results and annual audited financial statements for FY 2022 and recommended to the
Board for approval and announcement to Bursa Securities. Its focus was on:
2. External Audit
• reviewed and endorsed the audit plan for FY 2022 to ensure that their scope of work adequately covers the activities of the
Group and the Company;
• discussed on areas of audit emphasis during the audit plan review session;
• assessed the suitability, objectivity and independence of the External Auditors (“EA”). The EA have confirmed their independence
and remain in compliance with the By-laws (on Professional Ethics, Conduct and Practice) of the Malaysian Institute of
Accountants and the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants;
• briefed by the EA on its 2022 Transparency Report;
• reviewed and discussed with the Management and the EA the key audit areas in relation to the annual audited financial
statements including key audit matters and internal control observations, recommendations and management responses and is
satisfied that the Management is responsive to any findings made by the EA;
50
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
• held two (2) private meetings with the EA on 26 August 2022 and 6 April 2023 respectively without the presence of the
Management to discuss on audit-related matters. No major issues were raised during the meetings;
• evaluated the competence of the audit team, quality and effectiveness of the audit, communication and interaction with the
Management, ability to meet deadlines and resources capacity of the EA, before recommending to the Board their re-appointment
as EA of the Company for the ensuing year;
• reviewed with the EA, the Statement on Risk Management and Internal Control for inclusion in the Company’s 2022 AR;
• reviewed audit fees; and
• reviewed non-audit services rendered by the EA as part of its independence assessment. These fees constituted approximately
9.09% of the total audit fees and do not compromise the independence of the EA.
The amount of audit and non-audit fee incurred for FY 2022 were as follows:
The Company
- Current 220 20
The Group
- Current 1,058 (*) 25
* includes audit fees amounting to RM578,000 paid to other auditors of subsidiaries in Singapore, Canada, Hong Kong and United States of
America.
Following the review and assessment, the AC was satisfied with the performance and independence of the EA and concluded that the
EA continued to possess the competency, independence and experience required to fulfil their duties effectively. The Board, based on
the recommendation of the AC, will seek shareholders’ approval on the re-appointment of Ernst & Young PLT as EA of the Company
at the forthcoming Annual General Meeting (“AGM”).
3. Internal Audit
• audits of the Group’s systems of internal control have been carried out impartially, proficiently and with due professional care
and that it is able to obtain the necessary assurance it requires on the effectiveness of the systems of internal control;
• IAD’s resources are adequate;
• IAD is able to access information to undertake its duties effectively; and
• IA’s independence has been maintained.
51
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
4. Risk Management
• reviewed the Risk Assessment Analysis (“RAA”) dashboards/reports and the Summary of Sustainability Matters (“SM”)/Material
Sustainability Matters (“MSM”);
• assessed the adequacy and effectiveness of the risk management framework of the Group and the appropriateness of the
corrective actions taken by the Management in mitigating the risks as well as ensuring all risks were adequately controlled;
• ensured that the Company’s risk tolerance is not exceeded and report to the Board on any significant financial and/or reputational
risks identified in the RAA dashboard/reports; and
• assessed the SM/MSM identified by the Risk and Sustainability Committees and monitored the achievability of the sustainability
targets.
5. Annual Report
• reviewed and endorsed Corporate Governance Report and the following statements/reports before recommending the same to
the Board for approval and inclusion in the 2022 AR:
➢ Corporate Governance Overview Statement;
➢ AC Report;
➢ Statement on Risk Management and Internal Control; and
➢ Sustainability Statement;
• reviewed the applicable amendments to the MMLR and CG Code and the extent of the Group’s application of the best practices
set out in the CG Code.
• reviewed the Related Party Transactions (“RPT”) and Recurrent Related Party Transactions (“RRPT”) entered into by the
Group and the Company on quarterly basis, to ensure that such transactions are undertaken at arm’s length basis, on normal
commercial terms and on terms not more favourable to the related party(ies) than those generally available to the public and are
not detrimental to the interests of the minority shareholders.
• reviewed conflict of interest transactions that may give rise to questions of the Board or Senior Management’s integrity.
During FY 2022, there were no RPT and RRPT that triggered the disclosure threshold under the MMLR and required shareholders’
approval, nor were there any conflict of interest situations that required disclosure.
7. Other Matters
• reviewed the AC Charter, External Auditors’ Independence Policy and Whistleblowing Policy with reference to the new provisions
in the CG Code and/or MMLR and recommended the same to the Board for approval.
TRAINING
During the financial year, the AC members have attended webinars and kept abreast of relevant developments in accounting and auditing
standards, practices and rules. The AC’s training details are available on pages 37 to 40 of this AR.
The AC is supported by an independent and adequately resourced in-house IAD, which is essential in assisting the AC in obtaining the
assurance it requires regarding the adequacy and effectiveness of the Group’s systems of internal control.
The IAD provides independent and objective assurance and advisory services to add value and improve the operations and internal controls
of the Group. The IAD is governed by its Internal Audit Charter, which has been approved by the Board. The IAD conducts risk-based audits
in accordance with a professional recognised framework, i.e. Internal Professional Practices Framework (IPPF) in a systematic, disciplined
and credible manner.
52
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
The IAD consists of four (4) independent associates and is headed by Ms. Suenitha Chupaya. The IAD associates consist of two (2)
Qualified Professionals and two (2) Accounting & Finance Degree Holders.
• undertake regular and systematic reviews of the effectiveness and adequacy of the systems of internal control. The review and
assessment process must be carried out impartially, proficiently and with due professional care;
• assess and report on the Management’s progress and effectiveness in addressing weaknesses in internal controls and update on
the extent to which recommendations have been implemented within the required timeframe to ensure that all potential weaknesses
under review are mitigated or are within acceptable levels;
• review and report on the extent of the Management’s compliance with established internal policies and procedures; and
• investigate and report on suspected fraud or malpractices (if any).
INTERNAL AUDIT WORK CARRIED OUT FOR THE FINANCIAL YEAR UNDR REVIEW
• operational and financial audits and reviews based on the approved risk-based annual audit plan for 2022;
• business process improvement reviews;
• reviewing inter-company/related party transactions of the Group;
• performing follow-up audits to ensure proper and effective remedial actions have been taken on issues reported in the previous audits;
and
• conducting impact assessment on the system of internal controls resulting from operational exercises.
All internal audits were conducted in-house. The IAD performs routine audits and reviews on all operating business units within the Group
and special audits, where necessary. The on-site audits of the Group’s overseas business units have been postponed to 2023 due to visa
issues encountered upon application. In lieu of on-site audits, the IAD carried out off-site audits or performed data analysis for the overseas
business units. During FY 2022, a total of twenty-eight (28) routine internal audit reports were presented to the AC incorporating findings,
IA recommendations and the Management’s comments. There were no special audits conducted during the year. The internal audit reports
covered the following business segments:
Manufacturing 4
Hotels and Resort 10
Property Development and Investment 6
Plantations 2
Share Investment 6
Total 28
The IAD held a meeting with the EA without the presence of the Board or Management on 19 October 2022, to discuss on its audit
coverage during the year, issues that arose during the course of their audit, their resolutions and any other areas of audit concern. This
meeting was held to ensure that the audit coverage is efficient and effective for both the Internal and External Auditors and to exchange
information.
The total cost incurred to manage the internal audit function of the Group for FY 2022 was RM512,600 (RM680,400 in 2021).
53
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
INTRODUCTION
The Board of Directors (“the Board”) of Keck Seng (Malaysia) Berhad (“KSM”) is pleased to present the Statement on Risk Management
and Internal Control (“SORMIC”) for the financial year ended 31 December 2022 (“FY 2022”), issued in compliance with paragraph
15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), with guidance from the
Statement on Risk Management & Internal Control: Guidelines for Directors of Listed Issuers.
RESPONSIBILITIES
The Board
The Board affirms its responsibility for maintaining a sound risk management framework and internal control system. The Board continually
articulates, implements and reviews the adequacy and effectiveness of the Group’s system of risk management and internal control to
ensure that:
• internal controls are designed to manage and minimise rather than eliminate the risk of failure to achieve business objectives and can
only provide reasonable and not absolute assurance against material misstatement, loss, fraud, error or illegal acts and the occurrence
of unforeseeable circumstances; and
• the process to identify, evaluate, monitor and manage risks is a collective and continuing effort.
Audit Committee
The Audit Committee (“AC”) is established to assist the Board in fulfilling its statutory and fiduciary responsibilities in the governance of
financial processes, accounting and financial reporting, system of risk management and internal control and compliance with applicable
laws and regulations. The AC is governed clearly by its Charter which deals with its duties and authority. The AC is entrusted by the Board
to ensure that the Group’s risks are identified, evaluated, monitored and managed and internal controls in place are adequate and effective
to address these risks.
The Internal Audit Department (“IAD”) is an integral part of the Group’s internal control system and reports directly to the AC. The IAD
is governed by its Internal Audit Charter and performs risk-based audits on various operating business units based on its approved
annual audit plan. The IAD’s primary role is to provide an independent, reasonable and objective assurance in addition to providing
recommendations to add value and improve the efficiency of the business units’ operations. The IAD conducts checks and assessments
on the adequacy and effectiveness of the system of internal control, compliance with policies and procedures and assesses the integrity
of financial information and highlights findings on non-compliance. Audit findings and recommendations together with follow-up reviews
are tabled in the AC meetings.
Risk and Sustainability Committees (“RSCs”) were formed by the respective key business units and led by the respective Senior
Management personnel to assist the Managing Director (“MD”) in performing regular risk and/or sustainability assessments. The RSCs’
key responsibilities are to:
• identify, evaluate, monitor and manage key risks and sustainability matters;
• recommend risk mitigating measures, if required;
• update existing risks and sustainability matters to reflect changes in ratings, status and action plans;
• review and update policies, procedures and guidelines, where necessary;
• ensure policies, laws and regulations are complied with; and
• report to the MD on its assessments.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
(cont’d)
KEY ELEMENTS OF THE GROUP’S SYSTEM OF RISK MANAGEMENT AND INTERNAL CONTROL
The key elements of the Group’s system of risk management and internal control are described below:
Defined organisational structures exist with clear delegation of responsibilities and authorities.
Fomalised policies and procedures on monitoring and regulating financial and operating activities are in place. These policies are updated
as and when needed to conform with internal controls, laws and regulations.
The established Code of Conduct and Ethics (“Code”) and Anti-Bribery & Anti-Corruption Policy clearly sets out the expected behaviour
of Directors and employees of the Group, whilst the Whistleblowing Policy provides a dedicated and confidential channel to individuals to
raise genuine concerns without fear and retaliation. During the financial year, the Conflict of Interest Policy was established to guide the
Group on how to identify, declare and implement actions to deal with conflict of interest situations.
At operational level, daily or regular meetings are held to address operational issues.
The respective Management teams monitors and reviews the financial performance of their respective business units. Monthly financial
reports are forwarded to the MD and Executive Directors (“ED”). Regular meetings are also held between the MD, ED and Management.
Interim and annual financial statements together with papers covering financial performance and key business indicators are prepared
quarterly and annually for the AC and Board’s review and approval prior to the submission to Bursa Securities.
Insurance
Insurable risks are covered by insurance. Annual insurance reviews are conducted and actions taken to ensure that there is adequate
coverage against losses.
Human Capital
An experienced human capital function is maintained to oversee the Group’s human capital related matters together with succession plans
to ensure operational continuity.
The RSCs develop, execute and maintain the risk management framework which has been formulated based on the understanding
of the Group’s culture, needs, size and business diversity to ensure that the Group’s objectives are achieved within the set risk limits.
The identified risks, together with the risk mitigating measures are reported to the AC and the Board based on the annually approved
assessment work schedule.
During FY 2022, the respective RSCs conducted reviews and updates on their Business Units’ (“BUs”) significant risks, reassess financial
risks and reputational impacts, and recommend mitigation measures. A total of nine (9) Risk Assessment Analysis (“RAA”) reports have
been tabled before the AC and the Board for deliberation during FY 2022. The RAA reports have been communicated to the respective
risk owners for implementation. No new risk category has been identified during the year whilst the following risk areas have been re-
evaluated:
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
(cont’d)
• Information Technology (“IT”) – risks that affect data storage, cybersecurity and offsite accessibility of the IT system to users.
• Code of Conduct and Corruption – risks that affect human rights, diversity, ethical standing, company reputation, bribery and corruption.
The AC has reviewed the RAA reports and considered the effectiveness of the current risk assessment process in identifying, assessing,
addressing and monitoring the risks of the Group.
The Board has received assurance from the MD and Group Accountant, that the Group has to the best of its ability mitigated its risks
and that the system of risk management and internal control are operating adequately and effectively, in all material aspects during the
financial year under review. The Board also received similar assurances from the respective operating BUs’ General Managers and Heads
of Accounts/Finance. The IAD has also provided assurance to the Board that the Group’s system of internal control is adequate.
• the Group has taken the necessary measures to mitigate its risk exposures to an acceptable level including modifying processes
according to business conditions or risks changes to ensure business continuity;
• the Group’s system of risk management and internal control are operating adequately and effectively;
• the risk management process in identifying, analysing, evaluating and managing the significant risks faced by the Group is in place;
and
• the Group’s system of internal control is robust and able to provide a reasonable but not absolute assurance against any material
misstatements, financial losses, contingencies, uncertainties, defalcations or fraud that would warrant disclosure in the Annual Report
2022.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S TAT E M E N T O N R I S K M A N A G E M E N T A N D I N T E R N A L C O N T R O L
(cont’d)
The External Auditors (“EA”), Ernst & Young PLT have reviewed this Statement on Risk Management and Internal Control for inclusion
in the Annual Report 2022. Their limited assurance review was performed in accordance with Audit and Assurance Practice Guide 3
(“AAPG 3”): Guidance for Auditors on Engagement to Report on the Statement on Risk Management and Internal Control, issued by the
Malaysian Institute of Accountants. AAPG 3 does not require the auditors to form an opinion on the adequacy and effectiveness of the risk
management and internal control of the Group.
The EA state that nothing has come to their attention and caused them to believe that this SORMIC, in all material aspects, was not
prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management & Internal Control:
Guidelines for Directors of Listed Issuers nor is this SORMIC factually inaccurate.
This Statement on Risk Management and Internal Control is made in accordance with a resolution of the Board dated 6 April 2023.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T
This Sustainability Statement (“Statement”) has been prepared after considering the Sustainability Reporting Guide (3rd edition) and its
accompanying Toolkits published by Bursa Malaysia Securities Berhad (“Bursa Securities”). In determining Keck Seng (Malaysia) Berhad
(“KSM”) Group’s sustainability scope and governance structure, the Board has considered the Group’s culture, needs, size, business
diversity and its maturity in responding to sustainability matters.
SCOPE
KSM Group’s structure and principal activities have remained unchanged during the financial year ended 31 December 2022 (“FY
2022”). Activities of the Company and Business Units (“BU”) that fall under the main four (4) business segments namely Plantations,
Manufacturing, Property Development & Investment and Hotels & Resort are covered in this Statement.
Details of the respective BU and the Group’s segmental information can be found on pages 169 to 173 of this Annual Report (“AR”).
GOVERNANCE STRUCTURE
Managing Director (“MD”) • Reviews and approves the Summary of SM/MSM prior to the AC’s review,
deliberation and approval.
Risk and Sustainability • The RSC are led by the respective Senior Management Personnel.
Committees (“RSC”) • Assist the MD to:
➢ identify, evaluate, monitor, manage and report on sustainability matters
("SM"); and
➢ categorise and prioritise SM to identified MSM, at least on an annual basis.
Department Managers • Manage the identified SM and ensure that objectives and targets are achieved
through policies and action plans.
• Monitor and report on sustainability performance to the RSC.
During FY 2022, three (3) summary of SM/MSM were presented to the AC for review, deliberation and approval. The AC is of the view
that the Group’s sustainability framework is adequate in identifying and addressing environment, social and governance (“ESG”) matters.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SUSTAINABILITY MATTERS
Engaging with our stakeholders is crucial towards identifying groups in which our Company or BU may have a significant impact on them.
The engagement sessions help the respective BU understand and fulfill their key stakeholders’ expectations as well as to communicate
the Company’s sustainability performance, strategies, priorities and targets to them. Through the different modes of engagements held
with key stakeholders, the Company and BU are able to identify the SM that impact their respective operations.
Stakeholder Mode of
Group engagement Topics Solutions / Actions
Shareholders
Performance. Annual General •
• Close monitoring of currency fluctuation
Meetings
Quoted investments held. •
and enter into forward contracts to
Impairment of assets. Announcements •
hedge against the fluctuation.
Return on equity. Company Website •
• Hold the quoted investment portfolio
Future outlook and for long-term.•
expansion plans. • Provide necessary impairment in the
financial statements.
• Monitor the returns on its A21
investments but outlook remains
uncertain as the Ukraine conflict has
not been resolved and recovery from
the COVID-19 pandemic is slow.
• No expansion plans due to the current
geopolitical landscape.
Government /
• ESG issues. Meetings • Meet, discuss and resolve issues raised.
Regulators Inspections
• Local and sectoral development. • Ensure and improve on legal,
Joint Surveys
• Compliance with legal, regulatory and listing compliance.
Seminars
regulatory and listing • Joint patrolling exercise conducted.
requirements. Talks • Engage more certified competent
Correspondences
• Product quality and food safety. persons.
• Certifications. • Continuous research & development
efforts.
• Relevant certifications are obtained and
maintained.
Non-Governmental Meetings
• Environmental protection. • Engage in collaborative projects to
Organisations
• Biodiversity conservation. rehabilitate riparian buffer zones,
• Social welfare. mangrove forest reserve, establish
wildfire corridors and protect wildlife.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
Stakeholder Mode of
Group engagement Topics Solutions / Actions
Customers
Meetings
Certifications. • • Relevant certifications are obtained
Tele-conversation •
Sustainable procurement and maintained.
Emails
practices. • Meet with customers to discuss and
Social media •
Market competitiveness. solve issues to achieve 100%
Feedbacks •
Product and services review. traceability supply chain.
Dialogue •
Uptrend, support and sustain • Maintain and improve on its integrated
commercial and community palm oil processing complex.
activities. • Improve the design of development
projects.
• Maintain price affordability range for
the properties developed.
• Consistently uptrend, support and
sustain the commercial and community
activities within its townships.
• Upkeep investment, hotels & resort
properties and provide quality services
to customers.
Local Meetings
• Relationship with the Company. • Create share valued initiatives.
Communities Dialogue
• Employment opportunities. • Open employment opportunities to
Direct engagements
• Complaints and grievances, eligible locals.
Social media
including health and safety issues. • Attend and resolve any complaints
Company website
• Community development. and grievances.
• Environmental impact. • Contribute to community
development / projects through our
Corporate Social Responsibility (“CSR”)
activities.
• Close interaction with local
communities via social media
exchanges,feedbacks and
participate in community events.
• Source quality operators for our
developed/developing townships.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
Following the identification of the SM, a materiality assessment process is conducted to further identify MSM. The MSM are determined
from common sustainability issues arising from the palm oil, palm oil mill & refinery industry and also from SM assessments and ratings.
The Group has commenced physical stakeholders’ engagement sessions but continues to also hold engagements through social media
platforms, survey forms or via phone interviews.
ENVIRONMENT
Plantations
Our oil palm plantations’ good agricultural practices include but are not limited to the following:
➢ Soil Protection:
• restrict new development or new planting on certain terrain;
• conserve existing cover crop, vegetation or planting of forest plants on flat or low gradient land;
• maintain soil condition, moisture and stability;
• monitor, identify and estimate area for any potential erosion incidents; and
• strictly adhere to soil erosion management plan, which forms part of our efficient planting techniques to ensure sustainable
land cultivation.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Plantations (cont’d)
Target: Zero Development on High Conservation Value (“HCV”) areas and peatland
Actual: No development carried out on HCV areas and peatland in 2022, 2021 and 2020
➢ Peatland Development:
• prohibit the planting of palms on peatland.
Target Actual
Year (litre/hectare) (litre/hectare)
2022 1.15
2020 3.70
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Plantations (cont’d)
• maintain delicate equilibrium between the destructive insect pests and the natural biological agents;
• monitor closely for any outbreak of pest infestation in our oil palm plantations to ensure that it is quickly brought under control
and maintained below the economic damage threshold level;
• introduce mitigating measures such as biological and physical controls to reduce dependency on chemical-based herbicides
and pesticides;
• use mechanical spreaders and provide personal protection equipment (“PPE”) to minimise human contact with chemicals;
• sound chemical management is in place throughout the chemicals’ life cycle, with spills containment kits and PPE prepared for
the management of chemical leaks and spills;
• standard operating procedures (“SOPs”) are in place for weed management;
• workers are briefed on work safety before commencement of work and subjected to annual medical check-ups; and
• the plantations are required to routinely undergo Chemical Health Risk Assessments.
Plantations
As part of our efforts to reduce pollutants that contribute to climate change, our Plantations Segment adopts and adheres to a zero-burning
policy. No fire is used for the preparation or clearing of land areas. Our oil palms are felled, chipped, exposed to direct sunlight and left to
decompose. These decomposing chips will add nutrients to the soil and inhibits the spread of Ganoderma.
All forms of open burnings are prohibited by our workers, staff and contractors within our premises. Plantation employees and workers are
trained to respond to fire emergency situations and frequent patrolling are conducted to ensure no open burning or fire outbreaks occur
within the plantations. Other emission management efforts include reducing nitrogen emission from fertiliser application by adopting the
Agronomist’s oil palm manuring recommendation, planting of legumes cover crops such as Mucuna bracteate to recycle nitrogen back into
the soil, reduce soil erosion and water runoff. Timely maintenance is performed on our tractors to reduce carbon emission from such vehicles.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Plantations (cont’d)
Plantations’ wastes are mainly managed through recycling or disposed through licensed contractors. The Plantations’ Agricultural Manual
outlines the responsible methods on cutting palm fronds and replanting methods of biomass. Our empty fruit bunches are shredded for
mulching and composting, whilst scheduled waste management guidelines are in place and strictly followed to minimise any adverse
effects to human health and the environment.
Manufacturing
Target carbon emission for our Crude Palm Oil, Palm Kernel, Palm Kernel Oil and Palm Kernel
Expeller products: < 3.5 tCO2e/tProduct
Keck Seng Palm Oil Processing Complex is an integrated complex located in close proximity to most of our plantations. The complex
encompasses our palm oil mill, kernel crushing plant, palm oil refinery and vitamin extraction plant. Our palm oil mill, through anaerobic
digester tanks is able to treat its Palm Oil Mill Effluent (“POME”) and at the same time use the methane gas produced as a source of
renewable energy.
Our carbon emission reduced in year 2022 due to higher production, lesser wastewater generated and lesser fertilisation.
We continue to closely monitor and engage in improvement plans to ensure that water effluent discharge resulting from our palm oil
processing and the amount of smoke produced by our boilers are managed and comply with the requirements of the relevant authority.
Based on the Stack Emission Analysis conducted, our boilers’ dust particulate emission reading are as follows:
The commissioning of our new dust particulate arrestor system has been postponed from 2020 to April 2023 due to supply chain delays
caused by COVID-19.
Property Development
Our Property Division is committed to ensuring that our property development projects do not materially affect the environment. We ensure
that all relevant environmental rules and regulations pertaining to waste, emission, pollution and soil erosion are complied. We engage
with environmental consultants in the early stages of our property development to ensure that our development projects would not affect
the environment negatively. Samples and readings that are benchmarked against monitoring indicators are taken and sent for laboratory
analysis.
We know that disaster risk reduction is essential if our development is to be sustainable for the future. Our engineer consultant has been
tasked to ensure that our township’s stormwater drainage flow design caters for sudden flood situations that maybe caused by climate
change.
No major flooding incidences have been reported within our developed/developing townships.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
70% 70%
60% 60%
50% 40% 40% 50% 38% 40% 40%
40% 40%
30% 18% 17% 30%
16% 17% 15%
20% 20%
10% 10%
0% 0%
KSD KSG KSNY KSD KSG KSNY
Abbreviation: KSD – KSD Enterprises Ltd.; KSG – KSG Enterprises Ltd.; KSNY – KSNY Enterprises Ltd.; TPGR – Tanjong Puteri Golf Resort Berhad
Note:
1. TPGR does not track its recycled waste or waste sent to the landfill. Instead, it monitors its Food & Beverage (“F&B”) wastage, ensuring that it does
not exceed 2% of its total F&B cost. For FY 2022, it had recorded a 0.02% wastage of its total F&B cost, which is approximately RM594.00.
Our respective Hotels and Resort reduce their waste generation through prevention, reduction, recycling and reuse efforts that may include
one or more of the followings:
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Plantations
Our Plantations Segment has developed and implemented a comprehensive water management plan to maintain the quality and availability
of surface and ground water which include maintaining buffer or riparian zones, conducting annual water sampling, reuse gray water for
gardening and ensuring all taps, pipes and toilets are properly maintained to avoid leakages.
With climate change happening now, insufficient water issues affecting the plantations may develop in the very near future. As such, plans
will be developed to tackle this issue.
Manufacturing
Methane gas captured from our POME treatment process, together with palm biomass which consist of mesocarp fibre, shells and empty
fruit bunches are used as a renewable energy source to generate steam and electricity for our Mill and Refinery. This source of renewable
energy is environmentally sustainable and allows us to save on a yearly basis more than 85% and 40% of fossil fuel and power cost
respectively.
The volume of energy purchased co-relates to the amount of fresh fruit bunches (“FFB”) available for Palm Oil Mill’s (“POM”) processing.
The lesser the amount of FFB processed, the amount of energy purchased would increase as the amount of renewable energy produced
would inevitably drop. However, in 2022 even though the amount of FFB processed had increased by 7%, POM’s purchased energy had
not decreased as the POM’s biomass boiler had to be shut down to undergo maintenance, resulting in lesser renewable energy being
generated.
POM’s uses water to process its FFB as well as generate steam to supply to Palm Oil Refinery and the vitamin extraction plant. Therefore,
since POM’s FFB processed had increased by 7% in 2022, the computed amount of water used to process per tonne of FFB has decreased
in 2022.
Water is widely used in our palm oil processing complex. We are committed to consistently supply safe drinking water for our staff and
workers’ domestic usage and that the treated water meets our operational process requirements without compromising on the quality of
our Refinery’s end products. We are guided by our water management manual for the treatment of raw water/waste water, monitoring of
river water quality, water outflow to the natural waterways and water usage in the mill.
Over the years, we have invested and upgraded our effluent treatment system to ensure that the water effluent discharged from our palm
oil processing plant, is treated and made safe before being released into the environment.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Note:
1. No comparative data is presented since the operations of the hotels and resort were temporary suspended during the respective countries’
government-imposed lockdowns and border closures caused by COVID-19 in 2021 and 2020.
2. Since TPGR’s main revenue is not derived from the letting out of rooms, TPGR’s does not track its energy and water consumption on this basis.
0%
80% -2%
5%
60% 10%
37% 40% 40% -13% -12%
15% -16%
40% -17%
22%
25% 20%
12% 14% 25% -26% -25%
20%
30% -31%
0% 35%
KSNY KSD KSG TPGR KSNY KSD KSG TPGR
Note:
1. The respective establishment’s energy and water consumption have shown an increase when compared to 2021 but are below 2019’s consumption
levels as the occupancy rates for the hotels and resort have yet to achieve pre-pandemic levels.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
ENVIRONMENT (cont’d)
Our Hotels and Resort Segment strive to maintain efficient systems to minimise energy consumption. We understand that conservation of
energy, water and recycling of waste requires team effort and continuous education of all our employees. The respective hotels and resort
adopt many of the following conservation efforts:
• Employees are educated to monitor areas and locate the root cause of energy wastage or leakage;
• Provide remedial training to employees when necessary;
• Lead energy using equipment are placed on maintenance agreement to ensure that they operate properly and efficiently.
• Carry out preventive maintenance checks and conduct annual inspections to ensure that equipment is run at its peak efficiency;
• Where necessary replace equipment with energy and water efficient replacements;
• Equipment such as air-conditioners (temperature control), thermostats and washers (set at cold wash) are set to conserve energy;
• Switching off the power for back-of-house spaces, vacant storage, unoccupied rooms or villa units;
• Encourage staff to use the stairs when travelling between 1 or 2 floors;
• Inculcate in all employees the habit of switching off the lights, computers and kitchen equipment when not in use;
• Where comparable, supplies are source locally, which means less fuel is used in transporting the items to our premises;
• Consolidate delivery or collection of goods to or from the property to reduce delivery trips made;
• Use water saver toilet flush valves, low flow shower heads and low flow aerators in the restrooms;
• Stop water running for long periods of time to defrost food or washing; and
• Plant draught resistant plants and use drip irrigation that are time controlled.
Property Investment
Note:
No comparative data is presented since the operations of the commercial property was affected by the government’s movement control orders caused
by COVID-19 in 2021 and 2020.
Our commercial property's energy and water consumption for 2022 have increased, as many of our tenants’ employees have resumed
working on site after the government had ended all movement control orders and COVID-19 health restrictions.
We are committed to conserving energy and water and our conservation efforts include carrying out regular maintenance on our plant and
equipment or replacing non-efficient equipment, ensure air-conditioning to vacant units are switched off, shutting down the chiller when
the weather is cooler, reducing water wastage when cleaning common areas, lowering water pressure for toilets and taps, responding
quickly in any repairs required and educating users. We have explored the possibility of solar panel installations on our building to generate
renewable energy, however due to the location and position of our building, which is shadowed by other neighbouring high-rise buildings,
we have been advised of the unfeasibility of this plan as there is insufficient sunlight available to generate sufficient power.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL
Our Employees
Diversity
We strongly believe that our employees form the backbone of our success. We are committed to diversity and equality in our workplace,
striving to create a balanced and inclusive working environment, prioritising people development and promoting a well-balanced work life.
As at 31 December 2022, we have a total of 1,137 (1,079 in 2021) employees and 77 (94 in 2021) contract workers engaged across
our major business segments.
Presented below is an analysis of our manpower as at 31 December 2022 (excluding contract workers):-
Manpower Analysis
By Business Segments:
KSM Group
Manpower Analysis By Business Segments 2022
100
Property Development &
Investment 97
395
Manufacturing
362
Plantations 101
113
2022 2021
172
Others
19 148
> 70
13
255
135 Canadian
61-70 214
96
212 136
51-60 American
228
128
246
41-50
292 5
Singaporean
258 5
31-40
218
569
267 Malaysian
18-30 584
232
- 100 200 300 400 - 200 400 600 800
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL (cont’d)
KSM Group recognises that our people are our assets. We are committed to ensuring that our people and other stakeholders succeed
to secure a sustainable future and economic growth. We strongly uphold our commitment to be a responsible and compassionate
organisation and strive to accord to all our employees the following:
• fair treatment;
• productive employment and decent work;
• equal opportunity;
• gender equality;
• human rights;
• available dispute, grievance or complaint avenues;
• free from workplace/sexual harassment;
• women’s reproductive rights;
• right to form and join trade unions and to bargain collectively;
• ethical recruitment i.e., no to forced, trafficked or child (less than 16 years old) labour, zero recruitment fee;
• decent housing with basic necessities (for our foreign workers); and
• strict compliance to the respective countries’ applicable labour laws, rules and regulations.
Any non-compliance detected during recertification or governmental audits are addressed and corrective actions and preventive measures
will be taken and communicated.
Note:
(*) relates to manpower rationalisation exercise.
The violations reported in 2022 relate to sexual harassment cases. Appropriate actions have been taken by the respective BU’s human
resource department to address the issue.
To assist our employees in reaching greater heights, we advocate that employees attend the necessary training and development
programmes that would lead to the upgrading of their professional knowledge or skills.
During FY 2022, a total of 6,805 hours or 78 training sessions have been vested on our employees. These covered matters on employment,
taxes, occupational safety and health, environmental related matters, Bursa Securities updates, SOPs on workshop, harvesting operation,
chemical spraying & manuring, Malaysian Sustainable Palm Oil (MSPO) Internal Auditor Training, policy on Roundtable Sustainable Palm
Oil (RSPO), social environment, anti-bribery & corruption and many more.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL (cont’d)
Number of employees in the Group trained in health and safety standards in 2022: 377 pax.
Maintaining and ensuring the safety, health and environment of our employees and stakeholders is one of our Group’s priorities. All the BUs
adhere strictly to their respective local Occupational Safety and Health Policy, act or other related regulations. Our Code of Conduct and
Ethics (“Code”) guides us in improving the working environment, safety and health of our employees and business associates.
We strive to promote the wellbeing for all at all ages by establishing and maintaining a workplace environment that is safe and healthy.
Any loss of life or injury could impact the families of those affected and also productivity. It is our responsibility to ensure that there are
proper policies and procedures in place to minimise the risk of employee illness or injury at the workplace. All operational sites have safety
committees or competent safety officers that regularly conduct audits, review and identify risks of illnesses and injury. On-going safety
and health awareness programmes and trainings are carried out. Incidences are promptly addressed by the respective safety committee
or officer to prevent any repeat of accidents. Key operational risk areas are inspected and assessed to ensure that adequate safety and
health controls are in place. We also heavily subsidised clinical treatments for our employees.
During FY 2022, we continue to encourage our employees to get vaccinated, maintain strict hygiene protocols and wear masks to combat
the spread of the COVID-19 virus.
We are pleased to report that there were no fatalities which occurred as a result of workplace accidents in 2022.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL (cont’d)
On-site COVID-19 vaccination for our Zumba Class held for our
Plantations and Manufacturing Segment’s Staff Plantations and Manufacturing Segment’s Staff
(08.02.2022, 10.02.2022 and 14.02.2022) (18.10.2022)
KSM Group takes pride in caring for its employees through various means, some of which are mentioned below:
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL (cont’d)
Work-Life Balance
We strive to create and promote strong social bonds amongst our employees and their family members by organising social and sporting
activities which includes festive celebrations, sports carnival, staff family day and sports & national day celebrations.
Our Community
To safeguard our local communities' health, anti-malaria / dengue spraying and fogging are regularly conducted around our plantations
and property development worksites.
Safety-coordination meetings are held on our worksites by our contractors’ competent safety officers. Adequate first aid boxes and safety
green books are available on-site and other health and safety matters are also attended to regularly. These safety officers have also kept
abreast with the latest COVID-19 SOPs and ensured that the SOPs are strictly implemented on-site.
Our BUs have always been actively involved in community activities or participated in initiatives that will strengthen community growth and
welfare. During FY 2022, the following corporate social responsibility activities were carried out by our:
Local BU
Contributed school bags and stationeries to underprivileged Contribution to Program Kasih Lebaran JPKK Kampung
students of Sekolah Kebangsaan Kong Kong Laut Cahaya Baru Bersama Anak Yatim Asnaf
(27.04.2022) (30.04.2022)
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
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S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
SOCIAL (cont’d)
Local BU (cont’d)
Contribution to IPD Seri Alam in relation to their Contributed satay and ketupat to the residents’ committee of
Anti-Crime campaign Selat Medana Kong Kong during their
(25.05.2022) 2022 Hari Raya celebration (31.05.2022)
Contributed canopies, tables and chairs to Sekolah Kebangsaan Donation made to Majilis Sukan Negeri Johor in conjuction
Kong Kong Laut in conjunction with their 49th Sports Day to their Mountain Bike Event held at the newly opened
(26.06.2022) Recreational Park at Bandar Baru Kangkar Pulai
(01.11.2022)
Overseas BU
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
GOVERNANCE
Performance
KSM Group has recorded a revenue of RM1,827,572,000 for 2022 (RM1,311,978,000 for 2021; RM874,463,000 in 2020). In 2022, it
has contributed RM30,975,000 (RM26,079,000 in 2021; RM27,696,000 in 2020) in income taxes and RM127,985,000 (RM86,951,000
in 2021; RM81,062,000 in 2020) in employee benefits respectively.
Reference can be made to Note 4, Statements of Cash Flows and Note 8 of the Financial Statements on pages 118, 96 to 97 and 121
of this AR.
We conduct our business in a legal and professional manner with the highest standard of integrity and ethics. We know that failure to do
so may bring negative impacts to our people, community and perhaps the environment which will inevitably threaten KSM Group’s integrity
and reputation. As laws and regulations differ from country to country, to ensure compliance, we work closely with all relevant parties and
agencies that we operate in. We set targets and performance indicators to monitor our compliance and operational effectiveness.
Our directors and employees are governed by our Code, the Anti-Bribery & Anti-Corruption (“ABAC”) and Conflict of Interest (“COI”)
Policies, which reinforces our value of integrity by providing guidance on moral, ethical behaviour in laws, business dealings, policies,
standards and procedures. Our Whistleblowing Policy facilitates reporting on any violation of our Code, COI Policy, concerns of wrongdoing,
corruption and fraud.
The Code, Whistleblowing, ABAC and COI Policies are accessible via the Company’s website, https://my.keckseng.com.
In 2022, there were no complaints brought against KSM Group on Code, ABAC and COI breaches, nor were there confirmed bribery or
corruption cases or penalties imposed for legal and regularity breaches. The number of employees in the Group that attended anti-bribery
& anti-corruption trainings in 2022 amounted to 160 persons.
KSM Group is committed in ensuring that our products and services are of quality and safe for consumption.
Our POM monitors the source and quality of its FFB and the palm oil refinery through research and development to meet the expectations
of the market and consumers in developing better, safer and healthier products for consumption.
External assurance is provided wherever possible to enhance credibility and build trust with relevant stakeholders. This is reflected in our
sustainability and quality related assurance and certificates obtained by the BU under our Plantations and Manufacturing Divisions which
include:
Maintained
Regular audits were conducted by respective accreditation bodies to ensure that high quality standards are maintained and/or improved.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S U S TA I N A B I L I T Y S TAT E M E N T ( c o n t ' d )
GOVERNANCE (cont’d)
At our Property Division, we focus on building quality and value for money properties. We aim to ensure that our townships are sustainable
and are hubs for commerce, culture, social, human and economic development. Our new developments now incorporate value added and
lifestyle improving enhancements that will improve the quality of life of the residents and surrounding communities.
Our new recreational park at Bandar Baru Kangkar Pulai was officially opened to the public in 2022. To reduce land degradation and loss
of biodiversity, the Park was designed to maintain its natural terrain as much as possible and retain existing plants.
Our investment properties located in Kuala Lumpur are managed by our dedicated in-house management team, who ensure that the
lettable office and residential units are properly maintained.
Hotels
In addition, our overseas hotels are managed under the Marriott and Hilton business standards accordingly. Hotels operating under the
Marriott and Hilton brand names are required to maintain high service standards in the hospitality industry.
Where practical and in terms of quality comparability, our BUs in the respective segments are committed to source for their supplies locally.
Manufacturing
Our POM sourcing team continues to work towards achieving the 100% traceability to plantation rate. As of 2022, it has achieved a rate
67.80%.
CONCLUSION
Moving forward, the Group will continue to pursue and undertake more initiatives to broaden its role in managing ESG risks and opportunities.
76
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
DIRECTORS’ REPORT
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2022.
Principal activities
The principal activities of the Company consist of the cultivation of oil palm, processing and marketing of refined palm oil products,
property development, property investment and share investment.
The principal activities and other information of the subsidiaries are described in Note 18 to the financial statements.
Results
Group Company
RM’000 RM’000
209,375 164,507
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial
statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature other than as disclosed in the financial
statements.
Dividends
The amounts of dividends paid by the Company since 31 December 2021 were as follows:
RM’000
In respect of the financial year ended 31 December 2021 as reported
in the directors' report of that year:
Single tier final dividend of 5 sen per share on 359,303,610
ordinary shares, declared on 7 April 2022 and paid on 6 July 2022 17,965
35,930
On 6 April 2023, the Board of Directors approved and declared a single-tier final dividend in respect of the financial year ended
31 December 2022, of 9 sen per share on 359,303,610 ordinary shares, amounting to a dividend of RM32,337,324.90, payable
on 18 May 2023.
The financial statements for the current financial year do not reflect the above dividends. These dividends will be accounted for in
equity as an appropriation of retained earnings in the financial year ending 31 December 2023.
77
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Directors
The names of the directors of the Company in office since the beginning of the financial year to the date of this report are:
The names of the directors of the Company’s subsidiaries in office since the beginning of the financial year to the date of this report
(not including those directors listed above) are:
Tan Ee Leng
Chua Teck Ngin
Kang Tai Peng
Dato' Dr. Abdul Rahim Bin Ramli
Tea Hing San
Gan Kim Buan
Tse See Fan Paul
Peter Wong
Evelyn Chow Yuet Chu
Cheah Siu Hoe
Lee Beng Ghee
Chua Ngeun Seong (resigned on 1 July 2022)
During the financial year, an insurance premium of RM25,000 has been paid by the Company for the indemnity coverage of
RM20,000,000 for the directors and the officers of the Group and the Company.
Directors’ benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company
was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits
included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time
employee of the Company as shown in Note 9 to the financial statements) by reason of a contract made by the Company or a
related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial
financial interest, except as disclosed in Note 38 to the financial statements.
78
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
10,395 8,301
Directors’ interests
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year in shares in
the Company and its related corporations during the financial year were as follows:
Number of ordinary shares
The Company 1.1.2022 Acquired Sold 31.12.2022
Subsidiary
- Lim & Lim Plantations Berhad
Direct Interest
Ho Kim Swee @ Ho Kian Guan 5,000 - - 5,000
Dato' Ho Cheng Chong @ Ho Kian Hock 5,500 - - 5,500
Lee Huee Nan @ Lee Hwee Leng 2,000 - - 2,000
Ho Kim Swee @ Ho Kian Guan, Dato' Ho Cheng Chong @ Ho Kian Hock and Ho Eng Chong @ Ho Kian Cheong by virtue of
their interests in shares of the Company are also deemed interested in shares of all the Company's subsidiaries to the extent the
Company has an interest.
The other directors in office at the end of the financial year had no interest in shares in the Company or its related corporations
during the financial year.
Treasury shares
Treasury shares relate to ordinary shares of the Company that are repurchased and held by the Company in accordance with the
requirement of Section 127(6) of the Companies Act 2016 in Malaysia.
There was no repurchase of the Company’s issued ordinary shares, nor any resale, cancellation or distribution of treasury shares
during the financial year.
As at 31 December 2022, the Company held as treasury shares a total of 2,174,000 out of its 361,477,000 issued ordinary shares.
Such treasury shares are held at a carrying amount of RM7,054,000 and further relevant details are disclosed in Note 34(c) to the
financial statements.
79
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
(a) Before the statements of comprehensive income and statements of financial position of the Group and of the Company were
made out, 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 allowance
for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance
had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of
the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances 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.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
(i) any charge on the assets of the Group or 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 of the Group or of the Company which has arisen since the end of the financial year.
(i) 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 will or may affect the ability of the Group or of the Company to meet
their obligations when they fall due; and
(ii)
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 the operations of the Group or of the
Company for the financial year in which this report is made.
80
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Auditors
The auditors, Ernst & Young PLT, have expressed their willingness to continue in office.
505 240
Signed on behalf of the Board in accordance with a resolution of the directors dated 6 April 2023.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S TAT E M E N T B Y D I R E C T O R S
P U R S U A N T T O S E C T I O N 2 5 1 ( 2 ) O F T H E C O M PA N I E S A C T 2 0 1 6
We, Ho Kim Swee @ Ho Kian Guan and Dato' Ho Cheng Chong @ Ho Kian Hock, being two of the directors of Keck Seng (Malaysia)
Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 89 to 173
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 December 2022 and of their financial performance and cash flows for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 6 April 2023.
S tatutory declaration
P ursuant to S ection 2 5 1 ( 1 ) ( b ) of the C ompanies A ct 2 0 1 6
I, Reuson Seet, being the officer primarily responsible for the financial management of Keck Seng (Malaysia) Berhad, do solemnly and
sincerely declare that the accompanying financial statements set out on pages 89 to 173 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.
Subscribed and solemnly declared by )
by the abovenamed Reuson Seet )
at Johor Bahru in the State of Johor ) Reuson Seet
on 6 April 2023. ) (MIA 15467)
Before me,
Commissioner of Oaths
Mohd Ali Bin Talib
No. J 270
82
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
We have audited the financial statements of Keck Seng (Malaysia) Berhad, which comprise the statements of financial position as
at 31 December 2022 of the Group and the Company, and the statements of comprehensive income, statements of changes in
equity and statements of cash flows of the Group and 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 89 to 173.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group and the
Company as at 31 December 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.
Basis for opinion
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
audit opinion.
Key audit matters are those matters that, in our professional judgement, were of most significant 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. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the financial statements section of our
report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to
our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis of our audit opinion on the accompanying financial statements.
Impairment assessment of property, plant and equipment of a subsidiary which is involved in the operation of a hotel
(Refer to Notes 2.9, 2.12, 3.1(c) and 14 to the financial statements)
The Group is required to perform an impairment test of the cash generating units (“CGU”) or groups of CGU when there is an
indication that a CGU or groups of CGU may be impaired or an impairment loss recognised in prior periods on the CGU or groups
of CGU, other than goodwill, may no longer exist or may have decreased.
A subsidiary of the Group which is involved in the operation of a hotel recorded losses during the financial year, indicating that the
carrying amount of the CGU comprising the property, plant and equipment of the subsidiary of RM171.90 million, representing 6%
of the Group's total assets, may be impaired.
Management has engaged an independent valuer to determine the fair value of the hotel property which involves assessing the fair
value less costs of disposal ("FVLCD") as well as value in use of the hotel. Management determined that FVLCD is higher than the
value in use and accordingly, FVLCD is used as the recoverable amount.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Impairment assessment of property, plant and equipment of a subsidiary which is involved in the operation of a hotel (cont'd)
(Refer to Notes 2.9, 2.12, 3.1(c) and 14 to the financial statements)
The estimation of FVLCD of the hotel property is based on assumptions that are highly judgmental, in particular, the assumptions
on capitalisation rate of the expected level of potential net income to be generated, discount rate and revenue per available room
in which the FVLCD is most sensitive to.
Although the subsidiary recorded losses during the year, the hotel industry is showing a positive outlook due to the increasing trend
in hotel occupancy following the lifting of Covid-19 travel restrictions in most of the countries around the world. As a result of the
improvement in the market conditions of the hotel industry, management’s assessment has resulted in a reversal of impairment
loss amounting to RM19.64 million during the current financial year in respect of the hotel property included in property, plant
and equipment of the Group. The accumulated impairment losses in respect of the above hotel property as at 31 December 2022
amounted to RM113.36 million.
Given the significance of the carrying amount, the magnitude of the reversal of impairment and the judgements and estimates involved
in the assessment of the recoverable amounts, we have identified this to be a key matter for our audit.
We involved the component auditors in our evaluation of the assessment of recoverable amount of the property, plant and equipment
of the CGU. To address these areas of audit focus, we considered the work of the component auditors, amongst others, in the
following areas:
- Obtained an understanding of the methodologies adopted by the management and independent valuer in estimating the value
in use and FVLCD of the property, plant and equipment and assessed whether such methodology is consistent with those
used in the industry.
- Assessed the competence, objectivity, independence and expertise of the independent valuer.
- Evaluated the reasonableness of the key assumptions used by making comparisons to historical performance and market data,
taking into consideration the current and expected outlook of economic growth in the hotel industry.
We have also evaluated the adequacy of the note disclosures concerning those key assumptions to which the outcome of the
impairment test is most sensitive. The disclosures on key assumptions are included in Note 3.1(c) and 14 to the financial statements.
Revenue and cost of sales from property development activities recognised based on percentage of completion method
(Refer to Notes 2.22(i)(d), 3.1(a), 4 and 5 to the financial statements)
A proportion of the Group’s and the Company’s profits are derived from property development contracts. For the financial year ended
31 December 2022, property development revenue represents 5.4% and 6.2% of total revenue of the Group and the Company while
its related cost of sales represents 3.8% and 4.0% of total cost of sales of the Group and the Company. The gross profits generated
from property development activities represent 12.3% and 21.5% of total gross profits of the Group and the Company for the year.
The Group and the Company use the percentage of completion method in accounting for these property development contracts.
Significant judgement and estimates are required in determining the progress towards complete satisfaction of the performance
obligation and this includes determining the extent of property development costs incurred and the total estimated costs of property
development, which in turn is used to determine the percentage of completion and gross profit margin of property development
activities undertaken by the Group and the Company.
The amount of revenue and profit recognised from property development activities are dependent on, amongst others, the extent of
costs incurred to the total estimated costs of property development to derive the percentage of completion; the actual number of
units sold and the estimated total revenue for each of the respective projects. We identified revenue and cost of sales from property
development activities as areas requiring audit focus as significant management judgement and estimates are involved in estimating
the total property development costs (which is used to determine gross profit margin of the property development activities undertaken
by the Group and the Company).
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Revenue and cost of sales from property development activities recognised based on percentage of completion method (cont'd)
(Refer to Notes 2.22(i)(d), 3.1(a), 4 and 5 to the financial statements)
In assessing the appropriateness of the extent of costs incurred, total estimated costs of property development and total estimated
revenue collectively, amongst others, we have:
- obtained an understanding of the internal controls over the accuracy and timing of revenue recognized in the financial statements
including the controls maintained by management in estimating the total budgeted costs on each project;
- inspected the sales and purchase agreements signed with property purchasers during the year and obtained an understanding
of the specific terms and conditions. We also read the construction contracts including letters of award entered into with
contractors on a sample basis;
- obtained an understanding of the process in deriving the percentage of completion, evaluated the determination of the progress
towards complete satisfaction of the Group's and the Company's satisfaction of the performance obligations by examining
supporting evidences such as certified progress claims from contractors and architect certificates and assessed the reasonableness
of project development estimated costs by verifying major costs to letter of awards issued to contractors;
- observed the progress of the property development phases by performing site visits. We have also discussed the status of
on-going property development phases with management, finance personnel and project officials; and
The Group classifies its investment in unquoted instruments of A2I Holdings S.A.R.L. (“A2I”) as financial assets carried at fair value
through profit or loss. A2I is a special purpose vehicle that is set up for the investment in AccorInvest Group S.A. (“AIG”). The investment
in A2I comprises equity instrument and investment in Tracking Preferred Equity Certificates (''TPEC'') of A2I which is considered a debt
instrument. As at 31 December 2022, the carrying amount of the Group’s investment in A2I amounted to approximately RM70.83
million and the Group recorded a fair value gain of RM5.63 million in respect of the investment during the current financial year.
In estimating the fair value of the investment, the Group used the adjusted net asset value method which takes into consideration
key inputs such as fair values of the hotel properties of AIG and the discount rate applied for the lack of control and marketability.
We focused on the valuation of the investment in A2I because of the judgements involved in the estimation of the fair value of the
hotel properties.
With the involvement of the component auditors, our audit procedures to address this area of focus included amongst others the
following procedures:
- We obtained an understanding of the methodology adopted by management in estimating the fair values of the investment
and assessed whether such methodology is consistent with those commonly used to value such instruments.
- We obtained and checked the arithmetic accuracy of the computation of the adjusted net asset value.
- We verified the net assets value to the audited financial statements of AIG as at 31 December 2022.
- We assessed the appropriateness of the key adjustments in deriving the adjusted net asset value which comprises the fair
value of the hotel properties of AIG by agreeing to the valuation reports issued by independent valuers.
- We evaluated the reasonableness of the key assumptions underpinning the fair value of the hotel properties of AIG on a sample
basis.
85
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
- We assessed whether the discount rate applied on the adjusted net asset value is within reasonable range by tracing to
comparable recent transactions and also by benchmarking against available market data with the assistance of our internal
specialist.
We have also evaluated the adequacy of the note disclosures concerning the determination of the fair value of the investment and
the significant unobservable inputs. The disclosures are included in Note 39 to the financial statements.
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 Directors' Report, but
does not include the financial statements of the Group and of the Company and our auditors’ report thereon, which we obtained
prior to the date of this auditors’ report, and the Annual Report, which is expected to be made available to us after the date of this
auditors’ report.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do not and
will 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 on the other information that we obtained prior to the date of this auditors’ report, 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.
When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate
the matter to the directors of the Company and take appropriate action.
The directors of the Company are responsible for the preparation of financial statements of the Group and 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 the Company that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and 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.
86
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
- 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 Company’s internal
control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures
made by the directors.
- 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
the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our auditors’ report. However, future events or conditions may cause the Group or the Company to
cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements of the Group and the Company, including
the disclosures, and whether the financial statements of the Group and the Company represent the underlying transactions
and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group to express an opinion on the financial statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence,
and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the
financial statements of the Group and of the Company for the current year and are therefore the key audit matters. We describe
these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
87
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
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.
Ernst & Young PLT Tan Jin Xiang
202006000003 (LLP0022760-LCA) & AF 0039 03348/01/2024 J
Chartered Accountants Chartered Accountant
88
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S tatemen T S of C O M P R E H E N S I V E I N C O M E
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
209,375
74,596 164,507 280,910
89
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S tatemen T S of C O M P R E H E N S I V E I N C O M E ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
90
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S tatement S of F I N A N C I A L P O S I T I O N
AS AT 31 DECEMBER 2022
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Assets
Non-current assets
Property, plant and equipment 14 486,902 463,395 32,988 31,279
Investment properties 15 176,515 171,771 87,645 80,458
Right-of-use assets 16 20,661 21,887 - -
Bearer plants 17 19,248 18,353 12,166 10,835
Investment in subsidiaries 18 - - 118,667 178,667
Investment securities 19 419,501 418,688 176,383 187,269
Intangible assets 20 64 83 8 8
Inventories:
- land held for property development 21(a) 240,721 242,376 231,082 232,737
Other receivables 24 - - 346,627 325,228
Deferred tax assets 36 34,994 41,830 14,173 14,518
Current assets
Inventories:
- property development costs 21(b) 22,513 17,700 22,513 17,700
- others 22 173,091 206,580 161,098 192,430
Biological assets 23 1,223 1,194 104 57
Trade and other receivables 24 79,917 88,587 258,413 236,693
Other current assets 25 27,486 28,488 25,811 26,735
Tax recoverable 6,572 15,799 - -
Derivatives 26 - 268 - 268
Short term funds 27 248,306 164,037 220,583 84,160
Cash and bank balances 28 962,260 855,037 628,747 606,853
Total assets
2,919,974 2,756,073 2,337,008 2,225,895
91
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S tatements of F I N A N C I A L P O S I T I O N ( c o n t ’ d )
AS AT 31 DECEMBER 2022
Group Company
Note 2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Equity and liabilities
Current liabilities
Loans and borrowings 29 177,460 50,523 3,493 32,193
Trade and other payables 30 133,331 102,600 105,438 81,168
Other current liabilities 31 3,638 4,030 3,423 3,892
Lease liability 32 797 602 - -
Derivatives 26 490 - 490 -
Tax payable 8,310 8,855 6,138 5,677
Non-current liabilities
Trade and other payables 30 7,035 10,666 6,696 9,089
Non-refundable deposits 461 605 461 605
Lease liability 32 2,537 3,351 - -
Deferred tax liabilities 36 4,631 4,757 - -
Loans and borrowings 29 - 172,773 - -
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
92
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N E Q U I T Y
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(Incorporated in Malaysia)
At 1 January 2022 372,005 (7,054) 110,163 59,129 (633) 1,726,002 2,259,612 137,699 2,397,311
Total comprehensive income - - 21,545 (10,934) - 201,573 212,184 7,719 219,903
93
designated at fair value through other
comprehensive income upon derecognition - - - (784) - 784 - - -
Dividends (Note 13) - - - - - (35,930) (35,930) - (35,930)
At 31 December 2022 372,005 (7,054) 131,708 47,411 (633) 1,892,429 2,435,866 145,418 2,581,284
2022
A N N U A L
R E P O R T
93
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N E Q U I T Y ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(Incorporated in Malaysia)
At 1 January 2021 372,005 (7,054) 97,442 50,296 (633) 1,642,081 2,154,137 139,727 2,293,864
Total comprehensive income - - 12,721 13,734 - 79,020 105,475 (3,424) 102,051
94
Transfer of fair value reserve of equity
instruments designated at fair value
through other comprehensive income upon
derecognition - - - (4,901) - 4,901 - - -
Share capital contributed by
non-controlling shareholders - - - - - - - 1,617 1,617
Dividend paid to non-controlling interests - - - - - - - (221) (221)
At 31 December 2021 372,005 (7,054) 110,163 59,129 (633) 1,726,002 2,259,612 137,699 2,397,311
2022
A N N U A L
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
R E P O R T
94
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
C O M PA N Y S TAT E M E N T O F C H A N G E S I N E Q U I T Y
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
At 31 December 2021
and 1 January 2022 372,005 (7,054) 128,615 1,599,705 2,093,271
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
95
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S TAT E M E N T S O F C A S H F L O W S
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Cash flows from operating activities
Profit before tax 257,179 98,012 190,305 301,629
Adjustments for:
Amortisation of intangible assets 22 26 3 3
Amortisation of deferred loan costs 54 25 - -
Depreciation of right-of-use assets 1,241 1,221 - -
Depreciation of property, plant and equipment 24,974 26,623 3,155 3,242
Depreciation of investment properties 5,307 4,173 2,147 1,027
Depreciation of bearer plants 1,055 733 471 149
Dividend income (7,649) (9,060) (29,363) (194,987)
Property, plant and equipment written off 170 275 17 3
Bearer plants written off 85 - - -
Bad debts written off 88 163 6 -
Investment property written off 45 - 43 -
Inventories written off 808 1 - -
Inventories written back (150) (828) (150) (827)
Write down of inventories 23 - - -
Write down of land held for development - 1,250 - 1,250
Gain on disposal of property, plant
and equipment (18) (25) - -
Gain on disposal of investment property - (1) - -
Net fair value loss/(gain) on derivatives 758 (185) 758 (185)
Fair value (gain)/loss on financial assets at
fair value through profit or loss (7,064) 3,658 (1,404) (10)
Gain on fair value change in biological assets (29) (615) (47) (18)
Interest expense 6,730 4,719 1,258 2,141
Interest income (14,198) (6,245) (18,549) (9,443)
Allowance for impairment on trade receivables 78 55 - -
Allowance for impairment on amount due from
a subsidiary - - 8,345 7,495
(Reversal of)/impairment loss on property, plant
and equipment (19,636) 13,825 - -
Gain on redemption of short term funds - (241) - (72)
Waiver of loan received from paycheck
protection program (11,527) - - -
Unrealised foreign exchange gain (26,419) (9,238) (46,671) (22,165)
96
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
S TAT E M E N T S O F C A S H F L O W S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Cash flows from investing activities
Purchase of property, plant
and equipment (12,874) (6,032) (4,900) (2,068)
Purchase of intangible assets (3) (20) (3) (10)
Purchase of investment properties (9,772) (242) (9,377) (160)
Purchase of investment securities (235) (1,491) (235) (1,200)
Addition to bearer plants (2,035) (1,118) (1,802) (1,058)
Addition to land held for property development (12,640) (6,329) (12,640) (6,329)
Proceeds from disposal of investment securities 2,658 5,272 143 1,079
Proceeds from disposal of property,
plant and equipment 72 26 19 -
Proceeds from disposal of investment properties - 2 - -
Dividends received 7,556 8,940 29,270 194,868
Interest received 14,198 6,268 18,549 9,443
Advance to subsidiaries - - (36,285) (40,002)
Redemption of redeemable preference
shares of subsidiary - - 60,000 -
Subscription of additional shares in subsidiary - - - (1,617)
Redemption of short term funds - 98,801 - 30,200
Placement of short term funds (82,836) (63,081) (135,019) (86,597)
(Placement)/withdrawal of deposits with
maturity more than three months (1,210) 56,980 8,154 49,408
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
97
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
1. Corporate information
The Company is a public limited liability company incorporated and domiciled in Malaysia, and is listed on Bursa Malaysia
Securities Berhad. The registered office of the Company is located at Suite 1301, 13th Floor, City Plaza, Jalan Tebrau, 80300
Johor Bahru, Johor.
The principal activities of the Company consist of the cultivation of oil palm, processing and marketing of refined palm oil
products, property development, property investment and share investment. The principal activities and other information of
the subsidiaries are described in Note 18.
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 in Malaysia.
The financial statements have been prepared on the historical cost basis except as disclosed in the accounting policies
below.
The financial statements are presented in Ringgit Malaysia (RM), which is also the functional currency of the Company.
All values are rounded to the nearest thousand (RM'000) except when otherwise indicated.
2.2 Changes in accounting policies
The accounting policies adopted are consistent with those of the preceding year except as follows:
On 1 January 2022, the Group and the Company adopted the following Annual Improvements and Amendments mandatory
for annual financial periods beginning on or after 1 January 2022:
The adoption of the above Annual Improvements and Amendments did not have any significant impact on the financial
statements.
98
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S (cont’d)
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Standard and Amendments that are issued but not yet effective up to the date of issuance of the Group's and of
the Company's financial statements are disclosed below. The Group and the Company intend to adopt these Standard
and Amendments, if applicable, when they become effective.
The directors are of opinion that the Standards and Amendments above would not have any material impact on the
financial statements in the year of initial adoption.
Assets and liabilities in the statements of financial position are presented based on current/non-current classification.
An asset is current when it is:
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
99
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
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 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.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the
asset in its highest and best use.
Valuation techniques that are appropriate in the circumstances and for which sufficient data are available, are used 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 is measured or disclosed in the financial statements are categorised within the
fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement
as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable
Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs)
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines
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 end of each reporting period.
Policies and procedures are determined by senior management for both recurring fair value measurement and for non-
recurring measurement.
External valuers are involved in valuation of significant assets and significant liabilities. Involvement of external valuers
is decided by senior management. Selection criteria include market knowledge, reputation, independence and whether
professional standards are maintained. The senior management decides, after discussions with the external valuers, which
valuation techniques and inputs to use for each case.
For the purpose of fair value disclosures, classes of assets and liabilities are determined based on the nature, characteristics
and risks of the asset or liability and the level of the fair value hierarchy as explained above.
100
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Specifically, the Group controls an investee if, and only if, the Group has:
- Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of the
investee)
- Exposure, or rights, to variable returns from its involvement with the investee
- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when
the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts
and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee
- Rights arising from other contractual arrangements
- The Group’s voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses
of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the
date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income ("OCI") are attributed to the equity holders of the
parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and
cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling
interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment
retained is recognised at fair value.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost less impairment
losses. Dividend income is recognised when the Company's right to receive payment is established. On disposal of
such investments, the difference between net disposal proceeds and their carrying amounts is included in statement of
comprehensive income.
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 interest is adjusted and the fair value of the consideration paid or received is recognised directly in
equity and attributed to owners of the parent.
101
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The individual financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates ("the functional currency"). The consolidated financial statements
are presented in Ringgit Malaysia (RM), which is the Company's functional currency.
(b) Foreign currency transactions
Transactions in foreign currencies are initially translated to the respective functional currencies of the Company and
its subsidiaries at the exchange rates at the transaction dates.
Monetary assets and liabilities denominated in foreign currencies at reporting date are translated at the rate of
exchange ruling at that date and the exchange differences arising from the translation are recognised in profit or
loss. Exchange differences arising on the settlement of monetary items are also recognised in profit or loss except
for exchange differences arising on items that form part of the Group’s net investment in foreign operations, which
are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in
equity. The foreign currency translation reserve is reclassified from equity to profit or loss of the Group on disposal
of the foreign operation.
Non-monetary items denominated in foreign currencies recorded at historical cost or fair value could be remeasured.
The remeasurement may result in gains and losses and translation differences. The treatment to be accorded to the
translation differences shall be in line with whether the gains or losses arising from remeasurement are recognised
in profit or loss or in equity.
(c) Foreign operations
The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting
date and income and expenses are translated at an average exchange rate for the year, unless the daily exchange
rates during the year fluctuated significantly during that year, in which case the exchange rates at the dates of the
transactions are used. The exchange differences arising on the translation are taken directly to other comprehensive
income. On disposal of a foreign operation, the cumulative amount recognised in other comprehensive income
and accumulated in equity under foreign currency translation reserve relating to that particular foreign operation is
recognised in the profit or loss.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities
of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the
closing rate at the reporting date.
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and
equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and
accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciation, respectively.
Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment
as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in profit
or loss as incurred.
Government grant received by a subsidiary for the purchase of the necessary plant and equipment are credited to the
related capital expenditure and are amortised to profit or loss over the useful life of the assets.
102
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Freehold estates have unlimited useful life and therefore is not depreciated. Work-in-progress are also not depreciated
as these assets are not yet available for use. Depreciation of other property, plant and equipment is computed on a
straight-line basis over the estimated useful lives of the assets as follows:
Golf course over 86 to 90 years
Building and structures 2 - 10%
Plant and machinery 5 - 20%
Vehicles, furniture and equipment 5 - 33%
The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively,
if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected
from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the
asset is derecognised.
2.10 Investment properties
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at cost less accumulated depreciation and any accumulated impairment losses.
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other investment property is
provided for on a straight-line basis to write-off the cost of each asset to its residual value over the estimated useful
life, at the following annual rates:
A property interest under an operating lease is classified and accounted for as an investment property on a property-
by-property basis when the Group holds it to earn rentals or for capital appreciation or both.
Investment properties are derecognised when either they have 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.
2.11 Patents
Patents and intellectual property are recognised as intangible assets if it is probable that the future economic benefits
that are attributable to such assets will flow to the enterprise and the costs of such assets can be measured reliably.
Patents and intellectual property are stated at cost less accumulated amortisation and impairment losses. Amortisation
is charged to the statements of comprehensive income based on a straight line basis over a period of fifteen (15) to
twenty (20) years from the date of successful registration.
103
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
An asset’s recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. For the
purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows (cash-generating units (“CGU”)).
In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. In determining fair value less costs of disposal, the fair value is derived based on sales
comparison approach or income approach. Where the carrying amount of an asset exceeds its recoverable amount, the
asset is written down to its recoverable amount.
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 if there has
been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase
cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in profit or loss.
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through
other comprehensive income ("OCI") or fair value through profit or loss.
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. The Group and the Company
initially measure a financial asset at its fair value plus transaction costs, in the case of a financial asset not at fair
value through profit or loss.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to
give rise to cash flows that are ‘solely payments of principal and interest ("SPPI")’ on the principal amount outstanding.
This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group's and the Company’s business model for managing financial assets refers 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.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group
and the Company commit to purchase or sell the asset.
104
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Subsequent measurement
For purposes of subsequent measurement financial assets are classified in four categories:
- Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
- Financial assets at amortised cost (debt instruments)
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
- Financial assets at fair value through profit or loss
The Group and the Company do not have any financial assets at fair value through OCI with recycling of cumulative
gains and losses (debt instruments).
This category is the most relevant to the Group and the Company. The Group and the Company measure financial
assets at amortised cost if both of the following conditions are met:
- The financial asset is held within a business model with the objective to hold financial assets in order to
collect contractual cash flows;
and
- The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest rate (''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 consist mainly of trade and other receivables
and cash and bank balances.
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)
Upon initial recognition, the Group and the Company may elect to classify irrevocably its equity investments
as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS
32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an
instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as
revenue in the statements of comprehensive income when the right of payment has been established, except
when the Group and the Company benefits from such proceeds as a recovery of part of the cost of the financial
asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI
are not subject to impairment assessment.
The Group and the Company elected to classify irrevocably its listed and certain unquoted equity investments
under this category.
105
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated upon initial recognition at fair value through profit or loss, 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. Financial assets with cash flows that are not solely payments
of principal and interest are classified and measured at fair value through profit or loss, irrespective of the
business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair
value through OCI, 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 statements of financial position at fair value with net changes
in fair value recognised in the statements of comprehensive income.
This category comprises of the Group's and the Company's derivative instruments and fund placements with
licensed financial institutions. The Group and the Company use derivative financial instruments such as forward
currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised
at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair
value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when
the fair value is negative.
Dividends are recognised as revenue in the statements of comprehensive income when the right of payment
has been established. Interests are recognised as finance income in the statements of comprehensive income
when the right of payment has been established.
Short term funds are investments in income trust funds carried in the statements of financial position at fair
value with net changes in fair value recognised in the statements of comprehensive income.
A subsidiary of the Group, Brosna Ltd, invests in A2I Holdings S.A.R.L. (''A2I''). The investment in shares in A2I
is considered as equity instrument and investment in Tracking Preferred Equity Certificates (“TPEC”) of A2I is
considered as debt instrument. Both investments are subsequently measured at fair value through profit or loss.
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 (i.e., removed from the Group's and the Company’s statement of financial position) when:
- The rights to receive cash flows from the asset have expired; or
- 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.
When rights to receive cash flows from an asset have been transferred or a pass-through arrangement has been
entered, the Group and the Company evaluate to what extent the risks and rewards of ownership are retained by
the Group and the Company.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Derecognition (cont'd)
When all the risks and rewards of the assets have not been transferred or not retained substantially or when the
control of the asset has not been transferred, the Group and the Company continue to recognise the transferred
asset to the extent of its continuing involvement. In that case, the Group and the Company also recognise an
associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights
and obligations that the Group and the Company have retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group and the Company
could be required to repay.
The Group and the Company recognise an allowance for expected credit losses ("ECLs") for all debt instruments not
held at fair value through profit or loss. ECLs 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 expected cash flows will include cash flows from the
sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit
risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within
the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase
in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life
of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group and the Company apply a simplified approach in calculating
ECLs. Therefore, the Group and the Company do not track changes in credit risk, but instead recognises a loss
allowance based on lifetime ECLs at each reporting date.
The Group and the Company consider a financial asset in default when contractual payments are 180 days - 365
days past due. However, in certain cases, the Group and the Company may also consider a financial asset to be in
default when internal or external information indicates that the Group and the Company are unlikely to receive the
outstanding contractual amounts in full before taking into account any credit enhancements held by the Group and
the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual
cash flows.
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
The Group's and the Company’s financial liabilities consist mainly of loans and borrowings, lease liability, as well as
trade and other payables.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Subsequent measurement
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near
term. This category also includes derivative financial instruments entered into by the Group and the Company that
are not designated as hedging instruments in hedge relationships as defined by MFRS 9. Separated embedded
derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised in the statement of comprehensive income.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the
initial date of recognition, and only if the criteria in MFRS 9 are satisfied. The Group and the Company have
not designated any financial liability as at fair value through profit or loss.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the effective interest rate (''EIR'') method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statements of
comprehensive income.
This category generally applies to the Group's and the Company's loans and borrowings, lease liability, as well
as trade and other payables.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition
of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognised in the statement of comprehensive income.
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position
if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on
a net basis, to realise the assets and settle the liabilities simultaneously.
108
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2.15 Inventories
(i) Inventory properties
Land held for property development consists of land where no development activities have been carried out or where
development activities are not expected to be completed within the normal operating cycle. Such land is classified
within non-current assets and is held as inventory and is measured at the lower of cost and net realisable value.
Net realisable value is the estimated selling price in the ordinary course of the business, based on market prices at
the reporting date and discounted for the time value of money if material, less costs to completion and the estimated
costs of sales.
Land held for property development is transferred to property development costs under current assets when the
development activities have commenced and are expected to be completed within the normal operating cycle.
Property development costs
Inventory properties under construction are referred to as property development costs. Property development costs
are stated at the lower of costs and net realisable value. Property development costs comprise all costs that are
directly attributable to development activities or that can be allocated on a reasonable basis to such activities. The
cost of land, related development costs common to whole projects and direct building costs less cumulative amounts
recognised as expense in the profit or loss for property under development are carried in the statements of financial
position as property development costs. The property development cost is subsequently recognised as an expense
in profit or loss as and when the control is transferred to the customer.
Property development cost of unsold unit is transferred to completed properties once the development activity is
completed.
Inventories are stated at the lower of cost (determined on the weighted average basis) and net realisable value.
Cost of refined oil products, crude palm oil and palm kernel includes raw materials, direct labour and appropriate
proportions of manufacturing overheads based on normal operating capacity. The cost of unsold completed properties
comprises cost associated with the acquisition of land, direct costs and appropriate proportions of common costs.
Cost of spare parts, chemicals, food, beverage and utensils comprise cost of purchase.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
A contract liability is the obligation to transfer goods and services to a customer for which the Group and the Company
have received consideration or an amount of consideration is due from the customer. In the case of property development,
contract liability is the excess of the billings to date over the cumulative revenue earned. Contract liabilities are recognised
as revenue when the Group and the Company have performed their obligation under the contracts.
109
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2.17 Provisions
Provisions are recognised when the Group and the Company have a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the
amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the
effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where
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.
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received
and all conditions attached will be met. Where the grant relates to an asset, the fair value is recognised as deferred
capital grant in the statements of financial position and is amortised to profit or loss over the expected useful life of the
relevant asset by equal annual instalments. Alternatively, government grants related to an asset may be presented in the
statements of financial position by deducting the grants in arriving at the carrying amount of the asset.
When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the
related costs, for which it is intended to compensate, are expensed.
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition,
construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the
asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing
costs are capitalised until the assets are substantially completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing costs consist of
interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.
Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries in which it has operations.
The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined
contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in
the period in which the related service is performed.
2.21 Leases
The Group and the Company assess at contract inception whether a contract is, or contains, a lease. That is, if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group and the Company recognise a right-of-use asset and a lease liability at the commencement date of the
contract for all leases excluding short-term leases or leases for which the underlying asset is of low value, conveying
the right to control the use of an identified asset for a period of time.
- any lease payments made at or before the commencement date of the lease, less any lease incentives received; and
- any initial direct costs incurred by the Group and the Company.
110
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Subsequent to the initial recognition, the right-of-use assets are measured at cost less any accumulated depreciation
and accumulated impairment losses, and adjusted for any remeasurement of the lease liability.
Depreciation is computed on a straight-line basis over the estimated useful lives of the right-of-use assets. The
state-owned lands are amortised over their lease terms of 99 years.
If the lease transfers ownership of the underlying asset to the Group and the Company by the end of the lease term
or if the cost of the right-of-use asset reflects that the Group and the Company will exercise a purchase option,
the Group and the Company depreciate the right-of-use asset from the commencement date to the end of the
useful life of the underlying asset. Otherwise, the Group and the Company depreciate the right-of-use asset from
the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease
term.
The lease liability is initially measured at the present value of the lease payments that are not paid at that date. The
lease payments are discounted using the Group's and the Company's incremental borrowing rate. Subsequent to
the initial recognition, the Group and the Company measure the lease liability by increasing the carrying amount to
reflect interest on the lease liability, reducing the carrying amount to reflect lease payments made, and remeasuring
the carrying amount to reflect any reassessment or lease modifications.
(b) The Group and the Company as lessor
The Group and the Company classified its leases as either operating lease or finance lease. Leases where the Group
and the Company retain substantially all the risks and rewards of ownership of the leased assets are classified as
operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of
the leased asset and recognised over the lease term on the same basis as rental income.
If the Group and Company transfer substantially all the risks and rewards incidental to ownership of the leased
assets, leases are classified as finance leases and are capitalised at an amount equal to the net investment in the
lease.
The Group and the Company recognise revenue from contracts with customers based on the five-step model as set out
below:
(i) Identify contract with a customer. A contract is defined as an agreement between two or more parties that creates
enforceable rights and obligations and sets out the criteria that must be met.
(ii) Identify performance obligations in the contract. A performance obligation is a promise in a contract with a customer
to transfer a good or service to the customer.
(iii) Determine the transaction price. The transaction price is the amount of consideration to which the Group and the
Company expect to be entitled in exchange for transfering promised goods or services to a customer, excluding
amounts collected on behalf of third parties.
(iv) Allocate the transaction price to the performance obligations in the contract. For a contract that has more than one
performance obligation, the Group and the Company allocate the transaction price to each performance obligation
in an amount that depicts the amount of consideration to which the Group and the Company expect to be entitled
in exchange for satisfying each performance obligation.
(v) Recognise revenue when (or as) the Group and the Company satisfy a performance obligation.
111
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Group and the Company satisfy a performance obligation and recognise revenue over time if the Group's and the
Company's performance:
(i) Do not create an asset with an alternative use to the Group and the Company and 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) Provide 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 is not met, revenue is recognised at the point in
time at which the performance obligation is satisfied.
Revenue is measured at the amount of consideration to which the Group and the Company expect to be entitled in
exchange for transferring promised goods or services.
(i) Revenue
(a) Sale of goods
The Group and the Company contract with its customers for sales of oil palm related products. Revenue from
sale of goods is recognised at the point in time when control of the asset is transferred to the customer,
generally upon the transfer of significant risks and rewards of ownership of the goods to the customer. Payment
is generally due up to 30 days from transfer of risks and rewards. Revenue is not recognised to the extent
where there are significant uncertainties regarding recovery of the consideration due, associated costs or the
possible return of goods.
The Group and the Company provide delivery services that are bundled together with the sale of goods to a
customer. The delivery services can be obtained from other providers and do not significantly customise or
modify the goods sold.
Contracts for bundled sales of goods and delivery services are comprised of two performance obligations
because the promises to transfer goods and provide delivery services are capable of being distinct and separately
identifiable. Accordingly, the Group and the Company allocate the transaction price based on the relative stand-
alone selling prices of the goods and delivery services.
The Group and the Company recognise revenue from delivery services over time, using an input method to
measure progress towards complete satisfaction of the service, because the customer simultaneously receives
and consumes the benefits provided by the Group and the Company. Payment is generally due up to 30 days
from delivery.
Revenue from services rendered is recognised net of taxes and discounts as and when the services are
performed.
112
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Contracts with customers may include multiple promises to customers and therefore accounted for as separate
performance obligations. In this case, the transaction price will be allocated to each performance obligation
based on the stand-alone selling prices. When these are not directly observable, they are estimated based on
the percentage of completion method. The percentage of completion is determined by the proportion of property
development costs incurred for work performed to date over the estimated cost for the respective development
projects.
The revenue from property development is measured at the fixed transaction price agreed under the sale and
purchase agreement.
Revenue from property development is recognised as and when the control of the asset is transferred to the
customer and it is probable that the Group and the Company will collect the consideration to which they will
be entitled in exchange for the asset that will be transferred to the customer. Depending on the terms of the
contract and the laws that apply to the contract, control of the asset may transfer over time or at a point in
time.
(i) the promised properties are specifically identified by its plot, lot and parcel number and its attributes
(such as its size and location) in the sale and purchase agreements and the attached layout plan and
the purchasers could enforce its rights to the promised properties if the Group and the Company seek
to sell the unit to another purchaser. The contractual restriction on the Group’s and the Company’s ability
to direct the promised properties for another use is substantive and the promised properties sold to the
purchasers do not have an alternative use to the Group and the Company; and
(ii) the Group and the Company have the right to payment for performance completed to date and is entitled
to continue to transfer to the customer the development units promised and has the rights to complete
the construction of the properties and enforce its rights to full payment.
(iii) If control of the asset transfers over time, revenue is recognised over the period of the contract by
reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue
is recognised at a point in time when the customer obtains control of the asset.
The Group and the Company recognise revenue over time using the percentage of completion method using input
method which is based on the actual cost incurred to date on the property development project as compared
to the total estimated cost for the respective development projects.
The Group and the Company recognise sales at a point in time for the sale of completed properties, when
the control of the properties has been transferred to the purchasers, being when the properties have been
completed and delivered to the customers and it is probable that the Group and the Company will collect the
considerations to which it will be entitled to in exchange for the assets sold.
Revenue from hotel rooms is recognised over time during the period of stay for the hotel guests. Revenue from
food and beverage sales, parking and other ancillary services is generally recognised at the point in time when
the services are rendered.
113
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Revenue from club operations consists of monthly subscription fees, golf, sports and other facilities. Where
there are more than one performance obligations, the transaction price will be allocated to each of the separate
performance obligations. When these are not directly observable, they are estimated based on expected cost
plus margin.
Revenue from club activities excluding subscription fees are recognised at the point in time when the services
are rendered. Subscription fees are recognised over time over the subscription period. The payment of the
transaction price is due immediately upon delivery of the services.
Room revenue is recognised over time during the period of stay for the room guests. Revenue from food and
beverage sales is recognised at the point in time when the services are rendered.
Dividend income is recognised when the Group’s right to receive payment is established.
Rental income is accounted for on a straight-line basis over the lease terms. The aggregate costs of incentives
provided to lessees are recognised as a reduction of rental income over the lease term on a straight-line basis.
2.23 Taxation
Current 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 by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside
profit or loss, either in other comprehensive income or directly in equity.
114
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or 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; and
- in respect of taxable temporary differences associated with investments in subsidiaries and associates, where
the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary
differences will not be reversed in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, 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:
- where 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; and
- in respect of deductible temporary differences associated with investments in subsidiaries and associates, deferred
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
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 reassessed at each reporting date and are recognised to the extent
that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to 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 other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
The amount of SST incurred in a purchase of assets or services is not recoverable from the taxation authority and
is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.
The amount of SST payable to the taxation authority is included as part of payables in the statements of financial
position.
115
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after
deducting all of its liabilities.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction costs. Ordinary
shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are
approved.
When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount of
consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares and presented as
a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation
of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the
carrying amount is recognised in equity.
2.27 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confirmed
only by the occurrence or non-occurrence of uncertain future event(s) not wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group.
Bearer plants are living plant that are used in the production or supply of agriculture produce for more than one period
and have remote likelihood of being sold as agriculture produce, except for incidental scrap sales. The bearer plants that
are available for use are measured at cost less accumulated depreciation and any accumulated impairment losses. Cost
includes plantation expenditure, which represents the total cost incurred from land clearing to the point of harvesting.
Bearer plants have an average life cycle of twenty-five (25) years with the first three (3) years as immature bearer plants
and the remaining years as mature bearer plants. The mature bearer plants are depreciated over its remaining useful
lives of twenty-two (22) years on a straight-line basis. The immature bearer plants are not depreciated until such time
when it is available for use.
Produce growing on bearer plants are measured at fair value less costs to sell. Any gains or losses arising from changes
in the fair value less costs to sell of produce growing on bearer plants are recognised in profit or loss. Fair value is
determined based on the present value of expected net cash flows from the produce growing on bearer plants. The
expected net cash flows are estimated using expected output method and the estimated market price of the produce
growing on bearer plants.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at
the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require
a material adjustment to the carrying amount of the asset or liability affected in the future.
Revenue on property development activities are recognised in accordance with the accounting policy set out in Note
2.22 (i)(d) above. The terms of the property development contracts and the laws that apply to these contracts, will
determine whether the control of the properties sold is transferred and the corresponding revenue is recognised over
time or at a point in time.
The Group and the Company recognise certain of their property development activities based on the percentage of
completion method using input method which is based on the actual cost incurred to date on the property development
project as compared to the total estimated cost for the respective development projects.
Estimation is required in determining the progress towards complete satisfaction of the performance obligation and
this includes determining the extent of property development costs incurred and the total estimated costs of property
development, which in turn is used to determine the percentage of completion and gross profit margin of property
development activities undertaken by the Group and the Company. In making these judgements, management relies
on past experience and the work of architect.
Deferred tax assets are recognised for unused tax losses, capital allowances and other deductible temporary differences
to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant
management judgement is required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable profits, together with future tax planning strategies.
The management’s estimates of future taxable profits are subject to risks and uncertainty, hence there is a possibility
that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised
in the statements of financial position.
117
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Group and the Company are required to perform an impairment test of the cash generating units (“CGU”) or
groups of CGU when there is an indication that a CGU or groups of CGU may be impaired or an impairment loss
recognised in prior periods on the CGU or groups of CGU, other than goodwill, may no longer exist or may have
decreased.
Indicators of impairment which could trigger an impairment review include evidence of obsolescence or physical
damage, a significant fall in market values, significant underperformance relative to historical or projected future
operating results, significant changes in the use of assets or the strategy of the business, and significant adverse
industry or economic changes. Impairment exists when the carrying value of an asset or cash generating unit
exceeds its recoverable amount, which is higher of its fair value less cost of disposal and its value in use. The fair
value is derived based on sales comparison approach or income approach. The value in use calculation is based
on discounted cash flows arising from the future operating performance, revenue generating capacity of the assets
and future market conditions. Changes in circumstances may lead to changes in estimates and assumptions, and
result in changes to the recoverable amounts of assets and impairment losses needed.
Although a foreign subsidiary involved in the operation of a hotel recorded losses during the current financial year,
the Group recognised a reversal of impairment loss of approximately RM19,636,000 (2021: impairment loss of
approximately RM13,825,000) in respect of the foreign subsidiary's hotel property due to improvement in the market
conditions of the hotel industry. The recoverable amount is determined based on a valuation done by an accredited
independent valuer using the income capitalisation approach. The key assumptions used to determine the fair value,
including the discount rate and capitalisation rate, are disclosed in Note 14 to the financial statements.
The investment in A2I comprises equity instrument and investment in Tracking Preferred Equity Certificates (''TPEC'')
of A2I which is considered a debt instrument. The fair value of investment in A2I is determined based on the adjusted
net assets of the investee discounted using an appropriate rate. Judgements and estimates include considerations of
the appropriate discount for lack of control and marketability and inputs in measuring the fair value of the underlying
hotel assets of the investee. The carrying amount of the investment in A2I and further details about the determination
of fair value are disclosed in Note 19 and Note 39 to the financial statements respectively.
4. Revenue
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Type of revenue
Oil palm produce 1,438,939 1,057,706 1,455,121 1,069,100
Sale of properties 98,148 119,136 98,148 119,136
Dividend income 7,649 9,060 29,363 194,987
Management and operation of golf club 11,135 5,238 - -
Operation of hotels and conference centre 241,066 93,825 - -
118
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
4. Revenue (cont’d)
15,631 14,814
Revenue from property development activities is recognised over time using the input method, which is based on the actual
cost incurred to date on the property development projects over the total estimated cost of the respective development
projects.
The transaction price allocated to the unsatisfied performance obligations as at 31 December 2022 for the Group and
the Company is RM35,114,000 (2021: RM12,653,000). The remaining performance obligations are expected to be
recognised as follows:
5. COST OF SALES
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
119
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
6. OTHER INCOME
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
120
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
8. Employee benefits expense (excluding key management personnel)
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Wages and salaries 96,100 67,702 27,892 25,570
Social security and employee insurance
contributions 3,673 2,567 293 256
Contributions to defined contribution plan 5,382 4,151 2,461 2,312
Other benefits 22,830 12,531 - -
121
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Key management personnel comprises Directors of the Company, who have authority and responsibility for planning, directing
and controlling the activities of the Group, either directly or indirectly.
11. Income tax
Components of income tax
The components of income tax expense for the years ended 31 December 2022 and 2021 are:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Statement of comprehensive income:
Current income tax:
- Malaysian income tax 35,838 32,054 25,234 20,335
- Foreign tax 3,649 (120) 151 152
93 310 68 361
122
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2022 2021
RM’000 RM’000
Group
Taxation at Malaysian statutory tax rate of 24% (2021: 24%) 61,723 23,523
Different tax rates in other countries (1,743) 987
Income not subject to tax (30,472) (10,941)
Expenses not deductible for tax purposes 18,997 4,548
Effect of increase of tax rate based on the incremental chargeable income 337 -
Utilisation of previously unrecognised business losses and other deductible
temporary differences (3,633) -
Deferred tax asset not recognised on unabsorbed capital allowances and
unutilised business losses 2,490 4,996
Underprovision of income tax in prior years 93 310
Under/(over)provision of deferred tax in prior years 12 (7)
Company
Taxation at Malaysian statutory tax rate of 24% (2021: 24%) 45,673 72,391
Income not subject to tax (34,632) (54,185)
Expenses not deductible for tax purposes 14,567 2,398
Effect of increase of tax rate based on the incremental
chargeable income 337 -
Different tax rates in other countries (233) (230)
Underprovision of income tax in prior years 68 361
Under/(over)provision of deferred tax in prior years 18 (16)
Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2021: 24%) of the estimated assessable profit
for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
123
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Basic earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to owners of the parent
by the weighted average number of ordinary shares after adjusting for treasury shares.
Group
2022 2021
Profit net of tax attributable to owners of the parent (RM'000) 201,573 79,020
Weighted average number of ordinary shares in issue ('000) 359,303 359,303
Basic earnings per share (sen) 56.10 21.99
No diluted earnings per share have been presented as there were no dilutive potential ordinary shares outstanding as at 31
December 2022 and 31 December 2021.
13. Dividends
35,930 -
On 6 April 2023, the Board of Directors approved and declared a single-tier final dividend in respect of the financial year
ended 31 December 2022, of 9 sen per share on 359,303,610 ordinary shares, amounting to a dividend of RM32,337,324.90,
payable on 18 May 2023.
The financial statements for the current financial year do not reflect the above dividend. This dividends will be accounted for
in equity as an appropriation of retained earnings in the financial year ending 31 December 2023.
124
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Cost/deemed cost
At 1 January 2022
At cost 796,397 135,729 132,198 7,938 1,072,262
At deemed cost 23,410 - - - 23,410
Government grant - (7,414) - - (7,414)
Representing:
At cost 826,852 143,469 137,118 7,313 1,114,752
At deemed cost 23,272 - - - 23,272
Government grant - (7,414) - - (7,414)
Accumulated depreciation
and impairment
At 1 January 2022
At cost 391,576 123,453 117,248 - 632,277
Government grant - (7,414) - - (7,414)
Representing:
At cost 397,964 125,643 127,515 - 651,122
Government grant - (7,414) - - (7,414)
At 31 December 2022
At cost 428,888 17,826 9,603 7,313 463,630
At deemed cost 23,272 - - - 23,272
125
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Estates, Vehicles,
golf course, land Plant and furniture and Work-in-
and buildings machinery equipment progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
Cost/deemed cost
At 1 January 2021
At cost 771,984 135,462 128,649 6,991 1,043,086
At deemed cost 23,410 - - - 23,410
Government grant - (7,414) - - (7,414)
Representing:
At cost 796,397 135,729 132,198 7,938 1,072,262
At deemed cost 23,410 - - - 23,410
Government grant - (7,414) - - (7,414)
Accumulated depreciation
and impairment
At 1 January 2021
At cost 354,661 121,946 103,964 - 580,571
Government grant - (7,414) - - (7,414)
Representing:
At cost 391,576 123,453 117,248 - 632,277
Government grant - (7,414) - - (7,414)
At 31 December 2021
At cost 404,821 12,276 14,950 7,938 439,985
At deemed cost 23,410 - - - 23,410
126
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Estates, Vehicles,
land and Plant and furniture and Work-in-
buildings machinery equipment progress Total
Company RM’000 RM’000 RM’000 RM’000 RM’000
Cost/deemed cost
Representing:
At cost 20,399 110,814 16,593 4,442 152,248
At deemed cost 9,014 - - - 9,014
Accumulated depreciation
At 31 December 2022
At cost 8,959 8,393 2,180 4,442 23,974
At deemed cost 9,014 - - - 9,014
127
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Estates, Vehicles,
land and Plant and furniture and Work-in-
buildings machinery equipment progress Total
Company RM’000 RM’000 RM’000 RM’000 RM’000
Cost/deemed cost
Representing:
At cost 20,202 110,780 16,124 903 148,009
At deemed cost 9,014 - - - 9,014
Accumulated depreciation
At 31 December 2021
At cost 9,178 9,729 2,455 903 22,265
At deemed cost 9,014 - - - 9,014
128
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(i) The details of the estates, golf course, land and buildings are as follows:
Cost/ Accumulated Net carrying Depreciation
deemed cost depreciation amount charge
Group RM’000 RM’000 RM’000 RM’000
2022
At deemed cost
Freehold estates 23,272 - 23,272 -
At cost
Freehold estates 3,359 - 3,359 -
Golf course 78,739 24,150 54,589 900
Freehold land and buildings 744,754 373,814 370,940 12,919
2021
At deemed cost
Freehold estates 23,410 - 23,410 -
At cost
Freehold estates 3,361 - 3,361 -
Golf course 78,739 23,253 55,486 900
Freehold land and buildings 714,297 368,323 345,974 11,924
129
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(i) The details of the estates, golf course, land and buildings are as follows (cont'd):
Cost/ Accumulated Net carrying Depreciation
deemed cost depreciation amount charge
Company RM’000 RM’000 RM’000 RM’000
2022
At deemed cost
Freehold estates 9,014 - 9,014 -
At cost
Freehold estates 3,146 - 3,146 -
Freehold land and buildings 17,253 11,440 5,813 416
2021
At deemed cost
Freehold estates 9,014 - 9,014 -
At cost
Freehold estates 3,146 - 3,146 -
Freehold land and buildings 17,056 11,024 6,032 403
(ii) Property, plant and equipment of certain subsidiaries with net carrying amount of RM308,764,000 (2021: RM280,404,000) are
pledged for bank facilities as disclosed in Note 29.
(iii) During the current financial year, a reversal of impairment loss of RM19,636,000 (2021: impairment loss of RM13,825,000) was
recognised on certain property, plant and equipment of a subsidiary involved in the hotel segment, KSNY Enterprises Ltd ("KSNY").
This was recognised in the statement of comprehensive income as other income and other expenses in the respective years. The
recoverable amount of RM191,459,000 (2021: RM166,840,000) as at 31 December 2022 was determined at the level of the
cash-generating unit of KSNY based on fair value less costs of disposal. The fair value less costs of disposal was based on income
capitalisation approach which utilises the discounted cash flow technique to measure the present value of projected income flows
and the reversion of the property sale. The significant unobservable valuation inputs are as below:
2022 2021
Revenue per available room USD 237 to USD 341 USD 161 to USD 310
Discount rate 9.00% 8.50%
Capitalisation rate 6.50% 6.50%
(iv) Future minimum rentals receivable under non-cancellable operating leases on certain property, plant and equipment of the Group
is disclosed in Note 15 to the financial statements.
130
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2022
Cost
At 1 January 2022 262,670 18,249 280,919
Additions 9,669 103 9,772
Write offs (78) - (78)
Disposals (2) - (2)
Exchange differences - 735 735
Accumulated depreciation
At 1 January 2022 102,617 6,531 109,148
Charge for the year (Note 7) 5,267 40 5,307
Write offs (33) - (33)
Disposals (2) - (2)
Exchange differences - 411 411
2021
Cost
At 1 January 2021 264,177 18,099 282,276
Additions 242 - 242
Write offs (70) - (70)
Disposals (13) - (13)
Reversal (1,666) - (1,666)
Exchange differences - 150 150
At 31 December 2021 262,670 18,249 280,919
Accumulated depreciation
At 1 January 2021 98,566 6,407 104,973
Charge for the year (Note 7) 4,133 40 4,173
Write offs (70) - (70)
Disposals (12) - (12)
Exchange differences - 84 84
At 31 December 2021 102,617 6,531 109,148
131
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2022
Cost
At 1 January 2022 85,035 6,703 91,738
Additions 9,274 103 9,377
Write offs (62) - (62)
Accumulated depreciation
At 1 January 2022 11,200 80 11,280
Charge for the year (Note 7) 2,107 40 2,147
Write offs (19) - (19)
2021
Cost
At 1 January 2021 86,541 6,703 93,244
Additions 160 - 160
Reversal (1,666) - (1,666)
Accumulated depreciation
At 1 January 2021 10,213 40 10,253
Charge for the year (Note 7) 987 40 1,027
132
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The fair value measurement of the Group’s and the Company's investment properties are categorised within Level 3 of the
fair value hierarchy. There were no transfers between all three (3) levels of the fair value hierarchy during the financial year.
The Group has entered into operating leases on its investment properties and certain property, plant and equipment. Future
minimum rentals receivable under these non-cancellable operating leases as at 31 December are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The following table presents the carrying amounts of the right-of-use assets recognised and the movements during the period for
the Group:
Car park State-owned
land land Total
RM’000 RM’000 RM’000
The Group has right-of-use over state-owned land which is used for the cultivation of oil palm and a parcel of land which is
used as a parking lot. The right-of-use has a remaining tenure of 93 years (2021: 94 years) expiring in 2115 and 3 years
(2021: 4 years) expiring in 2025, respectively.
133
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Accumulated depreciation
134
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
167,858 227,858
Less: Impairment losses (49,191) (49,191)
118,667 178,667
Lim & Lim Plantations Berhad Malaysia Oil palm estate and 99.8 99.8
investment holding
Supervitamins Sdn. Bhd. Malaysia Manufacturing and trading 100 100
of nutraceutical and
health-care materials
Tanjong Puteri Golf Resort Berhad Malaysia Operation of golf club 99.97 99.97
Keck Seng Investments Pte. Ltd.* Singapore Investment holding 100 100
135
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
136
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2022 2021
% %
2022 2021
RM’000 RM’000
145,368 137,657
Attributable to non-controlling interest
of subsidiary that is individually immaterial 50 42
145,418 137,699
7,711 (3,427)
Attributable to non-controlling interest
of subsidiary that is individually immaterial 8 3
7,719 (3,424)
137
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Summarised financial information of Lusaka Holdings Sdn. Bhd., K.S.F. Enterprises Sdn. Bhd. Group and Tanjong Puteri Golf Resort Berhad which have non-controlling interests
that are material to the Group is set out below. The summarised financial information presented below is the amount before inter-company elimination.
Non-current assets 45,853 47,912 47,371 53,589 74,036 76,342 167,260 177,843
Current assets 14,924 68,851 33,200 11,481 4,736 3,505 52,860 83,837
138
Total assets 60,777 116,763 80,571 65,070 78,772 79,847 220,120 261,680
Current liabilities 3,965 3,341 16,853 13,661 54,728 44,713 75,546 61,715
Non-current liabilities 1,530 1,971 2,537 3,351 - 1,238 4,067 6,560
Total liabilities 5,495 5,312 19,390 17,012 54,728 45,951 79,613 68,275
Net assets 55,282 111,451 61,181 48,058 24,044 33,896 140,507 193,405
2022
#
R E P O R T
refers to K.S.F. Enterprises Sdn. Bhd. and its subsidiary, i.e. KSD Enterprises Ltd.
138
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(Incorporated in Malaysia)
Revenue 14,390
14,780 88,174 25,075 11,135 5,238 113,699 45,093
139
- non-controlling interests 1,149 1,284 6,645 (5,710) - - 7,794 (4,426)
5,229 6,080 13,290 (11,420) (7,274) (6,396) 11,245 (11,736)
Other comprehensive income for the year - - (167) 1,999 - - (167) 1,999
2022
Total comprehensive income/(loss) for the year 5,229 6,080 13,123 (9,421) (7,274) (6,396) 11,078 (9,737)
#
refers to K.S.F. Enterprises Sdn. Bhd. and its subsidiary, i.e. KSD Enterprises Ltd.
R E P O R T
139
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
140
financing activities (61,398) (1,800) (829) 2,461 6,117 5,557 (56,110) 6,218
Net (decrease)/increase in cash and
cash equivalents (50) (172) 25,522 414 1,868 (308) 27,340 (66)
Effects of exchange rate changes on cash
and cash equivalents - - (975) 77 - - (975) 77
Cash and cash equivalents at beginning
of the year 589 761 5,568 5,077 440 748 6,597 6,586
Cash and cash equivalents at end
2022
of the year 539 589 30,115 5,568 2,308 440 32,962 6,597
#
refers to K.S.F. Enterprises Sdn. Bhd. and its subsidiary, i.e. KSD Enterprises Ltd.
A N N U A L
R E P O R T
140
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
70,835 64,757 - -
* This is related to investment in A2I Holdings S.A.R.L. (''A2I''), a company incorporated in Luxembourg and engaged in
investment holdings. A2I is a special purpose vehicle that is set up for the investment in AccorInvest Group S.A. (“AIG”).
The investment in A2I comprises equity instrument and investment in Tracking Preferred Equity Certificates (''TPEC'')
which is considered a debt instrument. As at 31 December 2022, the fair value of equity instrument is RM50,824,000
(2021: Nil). The Group's intention is to hold the investment for long term contractual cash flow return. The determination
of fair value is described in Note 39(a).
Accumulated amortisation
At 31 December 64 83 8 8
141
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
21. INVENTORIES
(a) Land held for property development
Freehold Leasehold Development
land land costs Total
RM’000 RM’000 RM’000 RM’000
Group
2022
Representing:
At cost 59,800 52,952 127,969 240,721
2021
Representing:
At cost 59,714 55,601 127,061 242,376
142
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
2022
At 1 January 2022 50,075 55,601 127,061 232,737
Additions 219 407 12,014 12,640
Transfer to property development
cost (Note 21(b)) (133) (3,056) (11,106) (14,295)
At 31 December 2022 50,161 52,952 127,969 231,082
Representing:
At cost 50,161 52,952 127,969 231,082
2021
Representing:
At cost 50,075 55,601 127,061 232,737
143
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
17,700 28,741
Transfer from land held for property development (Note 21(a)) 14,295 12,441
Transfer to inventory (2,334) (17,487)
11,961 (5,046)
144
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The biological assets of the Group and the Company comprise fresh fruit bunches (“FFB”) prior to harvest. The valuation model
adopted by the Group and the Company considers the present value of the net cash flows expected to be generated from
the sale of FFB. To arrive at the fair value, the management has considered the ripeness of the FFB and assumed that the
net cash flows to be generated from FFB more than 15 days prior to harvest is negligible. Therefore, the quantity of FFB on
bearer plant of up to 15 days prior to harvest was used for valuation purposes. The value of the unripe FFB was estimated
to be approximately 80% of the ripe FFB. Costs to sell include harvesting cost, transport and windfall profit levy.
The Group’s and the Company's biological assets are categorised within Level 3 of the fair value hierarchy. There were no
transfers between all three (3) levels of the fair value hierarchy during the financial year.
Other receivables
Amounts due from subsidiaries - - 198,276 175,258
Refundable deposits 2,556 3,635 2,211 2,351
Sundry receivables 17,055 11,342 16,597 6,158
Total trade and other receivables (current) 79,917 88,587 258,413 236,693
Non-current
Other receivables
Amounts due from subsidiaries - - 396,507 366,763
Less: Allowance for impairment - - (49,880) (41,535)
- - 346,627 325,228
145
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Trade receivables are non-interest bearing and are generally on 0 to 30 days (2021 : 0 to 30 days) terms. They are
recognised at their original invoice amounts which represent their fair values on initial recognition.
The ageing analysis of the Group’s and the Company's trade receivables is as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
The Group’s and the Company's trade receivables that are impaired at the reporting date and the movement of the
allowance accounts used to record the impairment are as follows:
Individually impaired
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
- - - -
Trade receivables that are individually determined to be impaired at the reporting date relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or
credit enhancements.
146
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
(b)
Other receivables - amounts due from subsidiaries
Current
Amounts due from subsidiaries are unsecured, non-interest bearing and repayable upon demand. Included in the amounts
are RM198,218,000 (2021: RM175,204,000) arising from a deposit placed in a foreign financial institution under a
foreign subsidiary's name.
Non-Current
Amounts due from subsidiaries are unsecured, bear interest ranging from 0.38% to 6.06% per annum (2021: 0.38%
to 6.06% per annum) and are not expected to be repaid within the next twelve months.
Individually impaired
Company
2022 2021
RM’000 RM’000
Movement in allowance accounts
At 1 January 41,535 34,040
Charge for the year (Note 7) 8,345 7,495
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Consideration paid/payable to customers relate to discounts given and legal fees incurred to secure sales of property units
and are recognised in profit or loss over time based on the input method.
147
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
26. Derivatives
<---------2022----------> <----------2021---------->
Contract/ Contract/
Notional Notional
Amount Liability Amount Asset
RM’000 RM’000 RM’000 RM’000
Group and Company
Non-hedging derivatives:
Current
Forward currency contracts 10,517 (490) 29,197 268
The Group and the Company use forward currency contracts to manage some of the exposure of foreign currency transactions.
These contracts are not designated as cash flow or fair value hedges and are entered into for periods consistent with the
transaction. Such derivatives do not qualify for hedge accounting.
Forward currency contracts are used to reduce the level of foreign currency risk for the Group’s and the Company's sales
denominated in USD for which firm commitments exist as at the reporting date.
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Money market funds, at fair value through
profit or loss 248,306 164,037 220,583 84,160
Money market funds earn interest at floating rates based on daily bank deposit rates. Money market funds are highly liquid
and readily convertible to cash but do not meet the criteria for presentation as cash and cash equivalents.
The weighted average effective interest rate of the investments as at the reporting date for the Group and the Company
were 1.63% (2021: 1.96%) per annum and 1.52% (2021: 1.83%) per annum respectively. The maturities of the investments
as at the reporting date for the Group and the Company were 1 to 31 days (2021: 1 to 31 days) and 1 day (2021: 1 day)
respectively.
Total cash and bank balances (Note 24) 962,260 855,037 628,747 606,853
148
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Included in cash and bank balances of the Group and of the Company is an amount of RM109,245,000 (2021: RM133,090,000)
held pursuant to Section 7A of the Housing Development (Control and Licensing) Act 1966, and restricted from use in other
operations.
Short-term deposits are made for varying periods of between one to twelve months depending on the immediate cash
requirements of the Group and of the Company, and earn interest at the respective short-term deposit rates. The weighted
average effective interest rates as at 31 December 2022 for the Group and the Company were 2.48% (2021: 0.37%) per
annum and 3.09% (2021: 0.44%) per annum respectively.
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following at each reporting date:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Secured:
Notes payable 2023 173,967 18,330 - -
Non-Current
Secured:
Notes payable 2023 - 172,773 - -
Total loans and borrowings (Note 30) 177,460 223,296 3,493 32,193
The remaining maturities of the loans and borrowings as at 31 December 2022 and 2021 are as follows:
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
149
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Bank overdrafts
Bank overdrafts are denominated in RM and bear interest at BLR + 0.75% (2021: BLR + 0.75%) per annum.
Notes payable
In 2021, included in current notes payables were amounts of RM10,982,000 which bear interest of 1% per annum and are
related to the loans received by the foreign subsidiaries in United States of America, under the Paycheck Protection Program
established by the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The loans and related accrued interest are
subject to forgiveness to the extent the proceeds are used to pay expenses permitted by the Paycheck Protection Program. In
2022, the outstanding loans were forgiven and were recognised in the statement of comprehensive income as other income.
Other than as disclosed above, the other notes payables of the Group are loans with banks which bear interest ranging from
LIBOR + 1.03% to 1.30% (2021: LIBOR + 1.03% to 1.30%) per annum and mature in July 2023. The loans are denominated
in USD, secured by corporate guarantee from the Company and are collateralized by a Deed of Trust over property, plant and
equipment of the Group amounting to RM308,764,000 (2021: RM280,404,000) as disclosed in Note 14.
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
Current
Trade payables
Third parties 72,544 50,718 56,932 46,480
Amount due to subsidiaries - - 20,118 13,318
Total trade and other payables (current) 133,331 102,600 105,438 81,168
Non-current
Trade payables
Retention sum 4,043 6,319 4,043 6,319
Other payables
Refundable deposits 2,992 4,347 2,653 2,770
Total trade and other payables (non-current) 7,035 10,666 6,696 9,089
Total financial liabilities carried at amortised cost 321,160 340,515 115,627 122,450
150
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Trade payables are non-interest bearing and are normally settled on 30 to 45 days (2021: 30 to 45 days) terms.
Lease liability
Current 797 602
Non-current 2,537 3,351
3,334 3,953
At 1 January 3,953 -
Additions - 4,533
Interest expense on lease liability (Note 10) 207 234
Payments of:
- Principal (622) (539)
- Interest (207) (234)
Exchange differences 3 (41)
151
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared by the Company.
All ordinary shares carry one vote per share without restrictions and rank equally with regard to the Company's residual assets.
Fair value reserve represents the cumulative fair value changes, net of tax, of financial assets measured at fair value
through other comprehensive income until they are disposed of.
The 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.
Treasury shares relate to ordinary shares of the Company that are reacquired and held by the Company. The amount
consists of acquisition costs.
The shareholders of the Company, by an ordinary resolution passed in an Annual General Meeting held on 22 June
2022, renewed their approval for the Company's plan to repurchase its own shares. The directors of the Company are
committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be
applied in the best interests of the Company and its shareholders. The shares repurchase are being held as treasury
shares in accordance with the requirement of Section 127(6) of the Companies Act 2016.
There was no repurchase of the Company’s issued ordinary shares, nor any resale, cancellation or distribution of treasury
shares during the financial year.
Out of the total 361,477,000 (2021: 361,477,000) issued and fully paid ordinary shares, 2,174,000 (2021: 2,174,000)
are held as treasury shares by the Company. The number of outstanding ordinary shares after set-off is 359,303,000
(2021: 359,303,000).
The entire retained earnings of the Company as at 31 December 2022 may be distributed as dividends under the single tier
system.
152
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
As at 1 Recognised As at 31 Recognised As at 31
January in profit Exchange December in profit Exchange December
2021 or loss differences 2021 or loss differences 2022
(Note 11) (Note 11)
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Deferred tax liabilities/(assets) (27,571) (8,828) (674) (37,073) 8,224 (1,514) (30,363)
2022 2021
Group RM’000 RM’000
(30,363) (37,073)
153
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
As at 1 Recognised As at 31 Recognised As at 31
January in profit December in profit December
2021 or loss 2021 or loss 2022
(Note 11) (Note 11)
Company RM’000 RM’000 RM’000 RM’000 RM’000
Company
2022 2021
RM’000 RM’000
154
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Deferred tax assets have not been recognised in respect of the following items:
Group
2022 2021
RM’000 RM’000
Unutilised business losses, expiring in:
- 2028 8,276 8,276
- 2029 2,948 2,948
- 2030 5,344 5,344
- 2031 6,428 6,428
- 2032 7,583 -
- 2034 - 2,004
- 2035 - 1,438
- 2037 - 5,519
- 2040 10,087 14,081
- 2041 9,697 9,737
50,363 55,775
Unabsorbed capital allowances 68,932 66,139
Other deductible temporary differences 6,818 8,959
126,113
130,873
Deferred tax assets have not been recognised because it is not probable that future taxable profit will be available against which the Group
can utilise the benefits therefrom.
The unabsorbed capital allowances can be carried forward to be deducted from the adjusted income of the subsequent years of assessment
indefinitely until it is fully utilised.
37. Commitments
Group Company
2022 2021 2022 2021
RM’000 RM’000 RM’000 RM’000
(i) KSG Enterprises Ltd. ("KSG") has an agreement with DoubleTree Management LLC to operate a hotel. Under the
agreement, KSG is required to pay a base management fee and incentive fee.
(ii) KSNY Enterprises Ltd. ("KSNY") has an agreement with SpringHill FMC, LLC to operate a hotel. Under the agreement,
KSNY is required to pay a base management fee and incentive fee.
(iii) KSD Enterprises Ltd. ("KSD") has a franchise license agreement with Global Hospitality Licensing S.A.R.L. to operate a
Delta Hotel and Resorts Canadian franchise which allows the hotel to use the brand name of Delta at a fee mutually
agreed by both parties.
155
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Significant transactions with Keck Seng (Singapore) Private Limited, a company in which certain directors namely, Ho Kim Swee @
Ho Kian Guan, Dato' Ho Cheng Chong @ Ho Kian Hock, Ho Eng Chong @ Ho Kian Cheong and Chan Lui Ming Ivan, have interest,
undertaken during the financial year were as follows:
Group and Company
2022 2021
RM’000 RM’000
During the year, consultancy fees amounting to RM989,000 (2021: RM636,000) was paid by a foreign subsidiary to an entity
related to a director of the foreign subsidiary.
The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are
reasonable approximations of fair value:
Note
The carrying amounts of current financial assets and liabilities are reasonable approximations of fair values due to their
short-term nature and the insignificant impact of discounting.
The carrying amounts of non-current financial assets and liabilities are reasonable approximations of fair values as the
interest charge on these loans and borrowings are pegged to, or close to, market interest rates near or at reporting date.
The fair value of quoted equity instruments is determined directly by reference to their published market closing bid price
at the reporting date.
156
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The fair value of unquoted equity instruments in Malaysia is determined based on its adjusted net assets value.
These relate to the unquoted investment in A2I and its fair value is determined based on the adjusted net asset value
after applying an appropriate discount rate for lack of control and marketability.
Information on fair value measurement of the above unquoted equity and debt instrument is as follows:
c) Sensitivity to change in significant unobservable inputs: the estimated fair value would increase if the underlying
assets' value is higher; or the discount for the marketability is lower.
The fair value measurement is positively correlated to the underlying assets’ values. As at reporting date, it is estimated
that with other variables held constant, an increase/decrease of 5% (2021: 5%) on the underlying asset values would
have increased/decreased the Group’s profit by RM3,542,000 (2021: RM3,238,000). The fair value measurement is
negatively correlated to the discount for lack of control and marketability. As at reporting date, it is estimated that with
other variables held constant, a decrease/increase in discount for lack of control and marketability by 1% (2021: 1%)
would have increased/decreased the Group’s profit by RM708,000 (2021: RM648,000).
The short term funds for money market funds are valued using a valuation technique with market observable inputs.
Derivatives
The derivatives for forward currency contracts are valued using a valuation technique with market observable inputs.
157
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy:
Group
Assets/(liabilities) measured at fair value
Fair value through other
comprehensive income
- Equity instruments
(quoted in Malaysia) 61,486 61,486 - -
(quoted outside Malaysia) 283,550 283,550 - -
(unquoted in Malaysia) 3,630 - - 3,630
Fair value through profit or loss
- Debt instrument
(unquoted outside Malaysia) 20,540 - - 20,540
- Equity instrument
(unquoted outside Malaysia) 50,295 - - 50,295
- Short term funds
(money market funds) 248,306 - 248,306 -
- Derivatives (490) - (490) -
158
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy (cont'd):
<------ Fair value measurement using ------>
Quoted prices Significant Significant
in active observable unobservable
markets inputs inputs
Total (Level 1) (Level 2) (Level 3)
RM’000 RM’000 RM’000 RM’000
At 31 December 2021
Group
Assets measured at fair value
Fair value through other
comprehensive income
- Equity instruments
(quoted in Malaysia) 57,113 57,113 - -
(quoted outside Malaysia) 293,371 293,371 - -
(unquoted in Malaysia) 3,447 - - 3,447
Fair value through profit or loss
- Debt instrument
(unquoted outside Malaysia) 64,757 - - 64,757
- Short term funds
(money market funds) 164,037 - 164,037 -
- Derivatives 268 - 268 -
159
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Board of Directors decides and reviews policies and procedures for the management of these risks and the Group’s policy
is not to engage in speculative transactions.
It is and has been the Group's policy throughout the current and previous financial year that no derivatives be undertaken
except for the use as hedging instruments where appropriate and cost-efficient. The Group and the Company do not apply
hedge accounting.
The following sections provide details regarding the Group's and Company's exposure to the above-mentioned financial risks
and the objectives, policies and processes for the management of these risks.
The Group had no substantial long-term interest-bearing assets as at 31 December 2022. The investment in financial
assets are mainly short term in nature and have been mostly placed in fixed deposits, marketable securities and
occasionally, in short term commercial papers which yield better returns than deposits with banks.
The Group’s and the Company's primary interest rate risk relates to interest-bearing borrowings and money market
funds. The Group and the Company manage its interest rate exposure by maintaining a prudent mix of fixed and floating
rate borrowings. Interest on financial instruments subject to floating interest rates is contractually repriced at intervals
determined by the financial institutions. Interest on financial instruments at fixed rates are fixed until the maturity of the
instrument.
160
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The table below shows the carrying amount and interest rate profile of the interest bearing financial instruments of the
Group and the Company as at the reporting date:
Note 2022 2021
RM’000 RM’000
Group
70,846 (59,259)
Company
217,090 51,967
At the reporting date, if interest rates had been 25 basis points lower/higher, with all other variables held constant, the
decrease/increase to the Group's and the Company's profit net of tax is RM2,000 (2021: RM32,000) and RM206,000
(2021: RM61,000) respectively.
161
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in foreign exchange rates.
The net unhedged financial assets and liabilities of the Group and Company that are not denominated in their functional
currencies are as follows:
China United Hong
Yuan Euro Canadian Singapore States Kong
Renminbi Dollar Dollar Dollar Dollar Dollar
("CNY") ("EUR") ("CAD") ("SGD") ("USD") ("HKD") Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2022
Financial assets
Trade receivables - - - - 22,835 - 22,835
Cash and
bank balances 22,177 22 15,276 341,986 354,555 85 734,101
Financial
liabilities
Trade and other
payables - - - (191) (6,762) - (6,953)
Net financial
assets 22,177 22 15,276 341,795 370,628 85 749,983
Less : Forward
currency
contracts - - - - (11,029) - (11,029)
2021
Financial
assets
Trade receivables - - - 4 6,295 - 6,299
Cash and bank
balances - 22 2,307 314,731 352,793 628 670,481
Financial
liabilities
Trade and other
payables - - - (125) (314) - (439)
Net financial
assets - 22 2,307 314,610 358,774 628 676,341
Less : Forward
currency contracts - - - - (29,197) - (29,197)
162
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The net unhedged financial assets and liabilities of the Group and Company that are not denominated in their functional
currencies are as follows (cont'd):
China United Hong
Yuan Singapore States Kong
Renminbi Dollar Dollar Dollar
("CNY") ("SGD") ("USD") ("HKD") Total
Company RM’000 RM’000 RM’000 RM’000 RM’000
2022
Financial assets
Trade receivables - - 21,822 - 21,822
Due from subsidiaries - - 198,218 347,537 545,755
Cash and bank balances 22,177 332,197 145,710 85 500,169
Financial liabilities
Trade and other payables - (191) (6,762) - (6,953)
2021
Financial assets
Trade receivables - 4 4,177 - 4,181
Due from subsidiaries - - 175,204 322,228 497,432
Cash and bank balances - 305,646 161,639 628 467,913
Financial liabilities
Trade and other payables - (125) (314) - (439)
163
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The following table demonstrates the sensitivity of the Group's and Company's profit net of tax resulting from change
in the exchange rates of USD, SGD, HKD, EUR and CAD against the functional currency of the Group entities since the
financial year end until the most practical date of completion of this report.
Profit net of tax
Group Company
2022 2021 2022 2021 2022 2021
strengthened/(weakened) RM’000 RM’000 RM’000 RM’000
% %
USD/RM 0.69 0.55 1,886 1,378 1,825 1,302
SGD/RM 0.99 0.26 2,572 622 2,498 604
HKD/RM 0.07 0.36 - 2 243 1,162
EUR/RM 0.64 (0.47) - - - -
CNY/RM 1.25 0.00 211 - 211 -
CAD/RM 0.78 1.16 91 20 - -
If the foreign exchange rates were to fluctuate in the opposite direction, it would cause the profit net of tax of the Group
and Company to change by the amounts above in the opposite direction.
As part of the overall prudent liquidity management, the Group and the Company maintain sufficient levels of cash or
cash equivalents and stand-by credit facilities from financial institutions to meet their working capital requirements and
to achieve overall cost effectiveness.
The following table indicates the maturity profile of the Group’s and the Company’s financial liabilities at the reporting
date based on undiscounted contractual payments:
On demand
or within
1 year 1 - 5 years Total
RM’000 RM’000 RM’000
At 31 December 2022
Group
Financial liabilities:
Trade and other payables 133,331 7,035 140,366
Loans and borrowings 178,916 - 178,916
Lease liability 995 2,791 3,786
Company
Financial liabilities:
Trade and other payables 105,438 6,696 112,134
Loans and borrowings 3,493 - 3,493
164
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
On demand
or within
1 year 1 - 5 years Total
RM’000 RM’000 RM’000
At 31 December 2021
Group
Financial liabilities:
Trade and other payables 102,600 10,666 113,266
Loans and borrowings 52,437 173,856 226,293
Lease liability 803 3,666 4,469
Company
Financial liabilities:
Trade and other payables 81,168 9,089 90,257
Loans and borrowings 32,193 - 32,193
The Company has a concentration of credit risk in the form of outstanding balances from its subsidiaries representing
90% (2021: 89%) of its total receivables.
The ageing analysis of receivables which are trade in nature is disclosed in Note 24. Short-term funds, short-term
deposits with banks and other financial institutions that are neither past due nor impaired are placed with or entered
into with reputable banks and financial institutions with high credit ratings and no history of default.
165
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Financial guarantees have not been recognised in the financial statements as the directors are of the opinion that the
fair value on initial recognition was not material and that it is not probable that a future sacrifice of economic benefits
will be required.
The Group and the Company determine concentrations of credit risk by monitoring the country and industry sector profile
of its trade receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables at the
reporting date are as follows:
Group
2022 2021
RM’000 % of total RM’000 % of total
By country:
Malaysia 28,098 46 58,290 78
Singapore 11,063 18 4,132 6
Other countries 21,789 36 11,754 16
Company
2022 2021
RM’000 % of total RM’000 % of total
By country:
Malaysia 19,505 47 48,581 92
Singapore 11,062 27 4,132 8
Other countries 10,762 26 213 -
166
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Group is exposed to equity price risk arising from its investments in quoted equity instruments quoted on Bursa
Malaysia, SGX in Singapore, HKEx in Hong Kong, NYSE and NASDAQ in United States of America and EURONEXT Paris
in France. These instruments are measured at fair value through other comprehensive income.
The Group's objective is to invest in investment grade shares with steady dividend yield. At the reporting date, the Group's
equity portfolio consists of primarily investment grade shares.
Group Company
2022 2021 2022 2021
Other comprehensive income RM’000 RM’000 RM’000 RM’000
Listed in Malaysia
- increased by 4,304 1,713 4,038 1,621
- decreased by (4,304) (1,713) (4,038) (1,621)
Listed in Singapore
- increased by 4,733 15,266 3,690 12,411
- decreased by (4,733) (15,266) (3,690) (12,411)
Listed in France
- increased by 55 269 55 269
- decreased by (55) (269) (55) (269)
167
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Group manages its capital structure and makes adjustments to it, in line with the changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders
or issue new shares.
Funds in excess of working capital requirement will be placed with financial institutions in short term interest bearing financial
instruments to maximise interest income.
Certain subsidiaries of the Group were subject to certain financial covenants imposed by the lenders. The covenant requires
the subsidiaries to maintain their debt service ratio by above 1.3 but this requirement was waived for the years ended 31
December 2022 and 2021. The loan balances were also kept to below 50% to 60% of the value of the hotel properties during
the financial year.
The Group monitors capital using the debt-to-equity ratio. The debt-to-equity ratios at 31 December 2022 and at 31 December
2021 were as follows:
Group
2022 2021
RM’000 RM’000
168
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Property
Hotels development Share
and and investment
Manufacturing resort investment Plantations holding Others Eliminations Consolidated
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
REVENUE AND
EXPENSES
Revenue
- External sales 1,438,939 256,015 124,969 - 7,649 - - 1,827,572
- Intra/inter-
segment sales 147,274 - 1,266 46,033 23,281 - (217,854) -
Foreign exchange
gain - - - - - 22,886 73 22,959
Finance costs (29) (857) - - (6,594) (6,730) 7,480 (6,730)
Interest income - - - - - 21,728 (7,530) 14,198
Profi before tax 90,470 59,203 45,874 17,943 20,546 39,317 (16,174) 257,179
Income tax (47,804)
169
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Property
Hotels development Share
and and investment
Manufacturing resort investment Plantations holding Others Eliminations Consolidated
2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
REVENUE AND
EXPENSES
Revenue
- External sales 1,057,706 102,309 142,903 - 9,060 - - 1,311,978
- Intra/inter-
segment sales 114,200 - 684 39,200 189,716 - (343,800) -
Foreign exchange
gain - - - - - 7,041 (18) 7,023
Finance costs (91) (570) (44) - (5,091) (4,675) 5,752 (4,719)
Interest income - - - - - 12,006 (5,761) 6,245
Profit/(loss)
before tax 53,446 (50,832) 65,575 18,877 179,582 14,521 (183,157) 98,012
Income tax (23,416)
170
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Property
Hotels development Share
and and investment
Manufacturing resort investment Plantations holding Eliminations Consolidated
2022 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
ASSETS AND
LIABILITIES
Consolidated total
assets 2,919,974
Segment liabilities 54,842 213,465 52,885 4,310 (4) 251 325,749
Unallocated liabilities 12,941
Consolidated total
liabilities 338,690
OTHER
INFORMATION
171
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
Property
Hotels development Share
and and investment
Manufacturing resort investment Plantations holding Eliminations Consolidated
2021 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
ASSETS AND
LIABILITIES
Consolidated total
assets 2,756,073
Segment liabilities 69,823 221,889 51,198 1,967 23 250 345,150
Unallocated liabilities 13,612
Consolidated total
liabilities 358,762
OTHER
INFORMATION
172
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S ( c o n t ’ d )
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022
The Group's four major business segments are operated in five principal geographical areas of the world. In Malaysia,
its home country, the areas of operation are principally manufacturing, plantations, property development and investment,
golf resort and share investment holding. Areas of operation in other countries are as follows:
173
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
A N A LY S I S O F S H A R E H O L D I N G S
Total Number of Issued Shares : 361,477,110 ordinary shares (including 2,173,500 shares held as treasury shares)
Class of Shares : Ordinary shares
Voting Rights : One (1) vote per ordinary share
A. SIZE OF SHAREHOLDINGS
Holdings No. of Holders % No. of Shares %
Less than 100 172 2.395 5,806 0.001
100 to 1,000 900 12.533 719,403 0.200
1,001 to 10,000 4,393 61.175 18,069,519 5.029
10,001 to 100,000 1,518 21.139 45,044,280 12.537
100,001 to less than 5% issued shares 193 2.688 85,352,287 23.755
5% and above of issued shares 5 0.070 210,112,315 58.478
* Excluding a total of 2,173,500 shares bought back by the Company and retained as treasury shares.
174
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
A N A LY S I S O F S H A R E H O L D I N G S ( c o n t ’ d )
259,241,167 72.151
^ Excluding a total of 2,173,500 shares bought back by the Company and retained as treasury shares.
C. SUBSTANTIAL SHAREHOLDERS
According to the Register of Substantial Shareholders as at 3 April 2023
Notes:
* Excluding a total of 2,173,500 shares bought back by the Company and retained as treasury shares.
1
Deemed interested by virtue of its interest in Plentong Quarry (M) Sdn. Bhd., Firmstead Realty Sendirian Berhad and South West Holdings
Sdn. Bhd.
2
Deemed interested by virtue of his interest in Ho Yeow Koon And Sons Private Limited, Plentong Quarry (M) Sdn. Bhd., Firmstead Realty
Sendirian Berhad, South West Holdings Sdn. Bhd. and KS Ocean Inc.
3
Deemed interested by virtue of his interest in Laser Ace Ventures Ltd (BVI), Liteace Management Ltd (BVI), Vuitton Assets Ltd (BVI) and
Skytrax Ventures Ltd.
175
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
A N A LY S I S O F S H A R E H O L D I N G S ( c o n t ’ d )
D. DIRECTORS' SHAREHOLDINGS
According to the Register of Directors’ Shareholdings as at 3 April 2023
Notes:
* Excluding a total of 2,173,500 shares bought back by the Company and retained as treasury shares.
1
Deemed interested by virtue of his interest in Ho Yeow Koon And Sons Private Limited, Plentong Quarry (M) Sdn. Bhd., Firmstead Realty
Sendirian Berhad, South West Holdings Sdn. Bhd. and KS Ocean Inc.
2
Deemed interested by virtue of his interest in Laser Ace Venture Ltd (BVI), Liteace Management Ltd (BVI), Vuitton Assets Ltd (BVI) and
Skytrax Ventures Ltd.
LIST OF DIRECTORS' SHAREHOLDINGS IN SUBSIDIARY COMPANY: LIM & LIM PLANTATIONS BERHAD
By virtue of their interests in the shares of the Company, all of the directors except Too Hing Yeap @ Too Heng Yip, Tai Lam Shin, Mahathir
Bin Mohamed Ismail, Liew Foong Yuen, Dato’ Dr. Zaha Rina Binti Zahari, Ho Chung Hui, Ho Chung Tao and Ho Chung Kiat, Sydney (He
ChongJie, Sydney), are deemed to be interested in the shares of all subsidiaries of the Company to the extent the Company has an interest.
176
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
PA RT I C U L A R S O F G R O U P M A J O R P R O P E RT I E S
Tanjong Puteri 35 km south-east of Johor Bahru. Freehold 208 hec 54 holes golf course, – 81,846 18-04-1980 #
Golf Resort Adjacent to Pasir Gudang (Land area) clubs and other recreational
Industrial Estate. facilities.
Bandar Baru 27 km Pontian Road immediately Freehold/ 2,470,212 sq metres Development of residential & – 175,612 18-04-1980 #
Kangkar Pulai after Kangkar Pulai Village. Leasehold (Development area) commercial units including
area planted with oil palm. The
99 year lease expires in 2102.
Tanjong Puteri 35 km south-east of Johor Bahru. Freehold 3,646,995 sq metres Development of residential & – 42,264 18-04-1980 #
Resort Adjacent to Pasir Gudang (Development area) commercial units including area
Industrial Estate. planted with oil palm.
Bukit Chantek, 10 km east of Ulu Tiram Freehold/ 2,382 hec Oil palm estate including 7.32 – 30,144 18-04-1980/ #
Tong Hing & Tanjong and 30 km from Johor Bahru. Leasehold (Planted area) hectares of industrial land with 30-04-1987
Langsat Estate 3 industrial buildings erected on it.
The 99 year lease expires in 2115.
Hotel
1956, Ala Moana, Boulevard, Freehold 18,525 sq metres 18 Storey DoubleTree Alana 51 115,582 01-12-2000
Honolulu, Hawaii, 96815, USA. (Buildup area) Waikiki Hotel (317 Rooms)
with an adjoining 7 storey
office building occupying
a total land area of
3,315 sq metres.
Hotel
25, West 37th Street, Freehold 6,624 sq metres 19 Storey SpringHill Suites 9 189,121 24-07-2014
New York, NY, 10018, USA. (Buildup area) New York Hotel (173 Rooms)
occupying a land area of
2,841 sq metres.
Office Space Menara Keck Seng, Freehold 24,538 sq metres Office space for rental. 27 42,151 15-08-1996
203, Jalan Bukit Bintang, (Floor area)
55100 Kuala Lumpur.
Hotel
655, Dixon Road, Toronto, Freehold 52,954 sq metres 12 Storey Delta Hotels by 58 41,041 31-10-1997
Ontario Canada, M9W 113. (Buildup area) Marriott Toronto Airport
and Conference Centre
(433 Rooms) occupying
a land area of
28,328 sq metres.
Condominium 8, Jalan Ceylon, Freehold 20,178 sq metres 23 Storey building known as 32 46,197 11-07-2006
Block 50200 Kuala Lumpur. (Floor area) Regency Tower (76 units
luxury apartments) with an
annexed 3-storey car park
(108 bays) and other facilities.
TD Central
Jalan Sagu 18 & Jalan Sagu 21, Freehold 101,922 sq metres Restaurant building, commercial 3 54,984 01-03-2020
@ Taman Daya
Taman Daya, 81100 Johor Bahru, (Land area) complex & commercial buildings
Johor.
177
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
NOTICE IS HEREBY GIVEN THAT the Fifty-Third Annual General Meeting (“53rd AGM”) of the Company will be conducted entirely through
live streaming from the Broadcast Venue at Conference Room, Suite 15-01, 15th Floor, Menara Keck Seng, 203 Jalan Bukit
Bintang, 55100 Kuala Lumpur, Malaysia on Friday, 26 May 2023 at 10.00 a.m. for the following purposes:
AS ORDINARY BUSINESS:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2022 together (Please refer to the
with the Reports of the Directors and Auditors thereon. Explanatory Notes to the
Agenda)
2. To approve the payment of Directors’ fees of RM1,085,000 for the financial year ended 31 December (Ordinary Resolution 1)
2022.
3. To approve the payment of Directors’ benefits up to an aggregate amount of RM350,000 from the date (Ordinary Resolution 2)
of the forthcoming Annual General Meeting until the next Annual General Meeting of the Company.
4. To re-elect the following Directors who are retiring pursuant to Clause 76(3) of the Constitution of the
Company:-
(a) Mr Tai Lam Shin (Ordinary Resolution 3)
(b) Mr Liew Foong Yuen (Ordinary Resolution 4)
5. To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Board of Directors to (Ordinary Resolution 5)
fix their remuneration.
AS SPECIAL BUSINESS:
To consider and if thought fit, to pass the following resolutions, with or without modification(s):
6. Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act 2016 (Special Resolution)
“THAT pursuant to Section 85 of the Companies Act 2016 read together with Clause 12(3) of the
Constitution of the Company, approval be and is hereby given for the waiver of the statutory pre-emptive
rights of the shareholders of the Company to be offered new shares in the Company ranking equally to
the existing issued shares in the Company arising from any issuance of new shares in the Company to
the allottees subject to the passing of Ordinary Resolution 6 – Authority to Issue and Allot Shares pursuant
to Sections 75 and 76 of the Companies Act 2016.”
7. Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act 2016 (Ordinary Resolution 6)
“THAT contingent upon the passing of the Special Resolution on waiver of pre-emptive rights under
Section 85 of the Companies Act 2016 and pursuant to Sections 75 and 76 of the Companies Act 2016
and subject to the Constitution of the Company, the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad and the approval of the relevant regulatory authorities (if any), the Directors of the
Company be and are hereby authorised to issue and allot shares in the Company from time to time, at
such price, upon such terms and conditions and for such purposes and to such persons whomsoever
as the Directors may in their absolute discretion deem fit PROVIDED THAT the aggregate number of
shares to be issued pursuant to this resolution, when aggregated with the total number of such shares
issued during the preceding twelve (12) months does not exceed ten per centum (10%) of the total
number of issued shares (excluding treasury shares) of the Company for the time being AND THAT the
Directors be authorised to do all such things as they may deem fit and expedient in the best interest of
the Company to give effect to the issuance of new shares under this resolution including making such
applications to Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares
so issued on Bursa Malaysia Securities Berhad AND THAT such authority shall continue to be in force
until the conclusion of the next Annual General Meeting of the Company held 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.”
178
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
Company Secretaries
Kuala Lumpur
27 April 2023
179
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
NOTES:
1. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the
Chairman of the meeting to be present at the main venue of the meeting.
Members/proxies/corporate representatives/attorneys WILL NOT BE ALLOWED to attend the 53rd AGM in person at the Broadcast
Venue on the day of the meeting. Members are to attend, speak (including posing questions to the Board via real time submission
of typed texts) and vote remotely (collectively, “participate”) at the 53rd AGM via Remote Participation and Voting facilities (“RPV”)
provided by Tricor Investor & Issuing House Services Sdn Bhd via TIIH Online at https://tiih.online. Members are advised to read and
follow the procedures provided in the Administrative Guide enclosed herein in order to participate remotely via RPV.
2. For the purposes of determining who shall be entitled to attend this meeting, the Company shall be requesting the Record of
Depositors as at 18 May 2023. Only a member whose name appears on this Record of Depositors shall be entitled to attend this
meeting or appoint a proxy to attend, participate, speak and vote on his/her/its behalf.
3. A member who is entitled to attend and vote at a general meeting may appoint a proxy or attorney or in the case of a corporation, to
appoint a duly authorised representative to attend, participate, speak and vote in his place. A proxy may but need not be a member
of the Company.
4. A member who is entitled to attend and vote at a general meeting of the Company may appoint not more than two (2) proxies to
attend, participate, speak and vote instead of the member at the general meeting.
5. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991
(“Central Depositories Act”), it may appoint not more than two (2) proxies in respect of each securities account it holds in ordinary
shares of the Company standing to the credit of the said securities account.
6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee
may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined
under the Central Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories
Act.
7. Where a member, an authorised nominee or an exempt authorised nominee appoints more than one (1) proxy, the proportion of
shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. The appointment shall not
be valid unless he specifies the proportions of his holdings to be represented by each proxy.
8. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received
by the Company not less than forty-eight (48) hours before the time appointed for holding the 53rd AGM or adjourned general meeting
at which the person named in the appointment proposes to vote:
(i) In hard copy form
To be deposited with the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32,
Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively,
Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia.
(ii) By electronic means via TIIH Online website
The proxy form can be lodged electronically via TIIH Online website at https://tiih.online. Please refer to the Administrative Guide
for further information on electronic lodgement of proxy form via TIIH Online.
9. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Company’s Share
Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the
53rd AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy of the power of
attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the
relevant jurisdiction in which it is executed.
180
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
10. For a corporate member who has appointed a representative, please deposit the original or duly certified certificate of appointment
at the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan
Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium,
Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia if it has not been lodged with the Company’s Share
Registrar’s office earlier. The certificate of appointment should be executed in the following manner:
(i) If the corporate member has a common seal, the certificate of appointment should be executed under seal in accordance with
the Constitution of the corporate member.
(ii) If the corporate member does not have a common seal, the certificate of appointment should be affixed with the rubber stamp
of the corporate member (if any) and executed by:
(a) at least two (2) authorised officers, one (1) of whom shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is
incorporated.
11. A member who has appointed a proxy or attorney or authorised representative to participate in the 53rd AGM must request his/her
proxy or attorney or authorised representative to register himself/herself for the RPV at the Share Registrar’s TIIH Online website at
https://tiih.online. Please read and follow the procedures provided in the Administrative Guide in order to participate remotely via RPV.
12. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.
13. Last day, date and time for lodging the proxy form is Wednesday, 24 May 2023 at 10.00 a.m.
14. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set
out in the Notice of the 53rd AGM will be put to vote by way of poll.
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KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
182
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
183
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
PROXY FORM
of
[Full address]
Name of proxy, NRIC No. & Address No. of shares to be represented by proxy %
1.
and
2.
or failing *him/her, the Chairman of the Meeting as *my/our *proxy/proxies to attend and vote for *me/us on *my/our behalf at the Fifty-
Third Annual General Meeting (“53rd AGM”) of the Company to be conducted entirely through live streaming from the Broadcast Venue
at Conference Room, Suite 15-01, 15th Floor, Menara Keck Seng, 203 Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia on
Friday, 26 May 2023 at 10.00 a.m. or at any adjournment thereof, and to vote as indicated below:
Ordinary Resolutions For Against
Ordinary Resolution 1 To approve the payment of Directors’ Fees of RM1,085,000 for the financial year ended
31 December 2022.
Ordinary Resolution 2 To approve the payment of Directors’ benefits up to an aggregate amount of RM350,000
from the date of the forthcoming Annual General Meeting until the next Annual General
Meeting of the Company.
Ordinary Resolution 5 To re-appoint Ernst & Young PLT as Auditors of the Company and to authorise the Board
of Directors to fix their remuneration.
Special Resolution Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act 2016.
Ordinary Resolution 6 Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies
Act 2016.
(Please indicate with an “X” in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from
voting at his /her discretion).
[* Delete if not applicable.]
NOTES:
KECK SENG (MALAYSIA) BERHAD 196801000565 (8157-D)
(Incorporated in Malaysia) 2022 A N N U A L R E P O R T
1. The Broadcast Venue is strictly for the purpose of complying with Section 327(2) of the Companies Act 2016 which requires the Chairman of the meeting to be present at the main venue of the meeting.
Members/proxies/corporate representatives/attorneys WILL NOT BE ALLOWED to attend the 53rd AGM in person at the Broadcast Venue on the day of the meeting. Members are to attend, speak (including posing
questions to the Board via real time submission of typed texts) and vote remotely (collectively, “participate”) at the 53rd AGM via Remote Participation and Voting facilities (“RPV”) provided by Tricor Investor & Issuing
House Services Sdn Bhd via TIIH Online at https://tiih.online. Members are advised to read and follow the procedures provided in the Administrative Guide enclosed herein in order to participate remotely via RPV.
2. For the purposes of determining who shall be entitled to attend this meeting, the Company shall be requesting the Record of Depositors as at 18 May 2023. Only a member whose name appears on this Record
of Depositors shall be entitled to attend this meeting or appoint a proxy to attend, participate, speak and vote on his/her/its behalf.
3. A member who is entitled to attend and vote at a general meeting may appoint a proxy or attorney or in the case of a corporation, to appoint a duly authorised representative to attend, participate, speak and vote in
his place. A proxy may but need not be a member of the Company.
4. A member who is entitled to attend and vote at a general meeting of the Company may appoint not more than two (2) proxies to attend, participate, speak and vote instead of the member at the general meeting.
5. Where a member of the Company is an authorised nominee as defined in the Securities Industry (Central Depositories) Act 1991 (“Central Depositories Act”), it may appoint not more than two (2) proxies in respect
of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to
the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee defined under the Central
Depositories Act which is exempted from compliance with the provisions of Section 25A(1) of the Central Depositories Act.
7. Where a member, an authorised nominee or an exempt authorised nominee appoints more than one (1) proxy, the proportion of shareholdings to be represented by each proxy must be specified in the instrument
appointing the proxies. The appointment shall not be valid unless he specifies the proportions of his holdings to be represented by each proxy.
8. The appointment of a proxy may be made in a hard copy form or by electronic means in the following manner and must be received by the Company not less than forty-eight (48) hours before the time appointed for
holding the 53rd AGM or adjourned general meeting at which the person named in the appointment proposes to vote:
(i) In hard copy form
To be deposited with the Company’s Share Registrar, Tricor Investor & Issuing House Services Sdn Bhd at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia.
(ii) By electronic means via TIIH Online website
The proxy form can be lodged electronically via TIIH Online website at https://tiih.online. Please refer to the Administrative Guide for further information on electronic lodgement of proxy form via TIIH Online.
Affix
Stamp
9. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3,
Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200
Kuala Lumpur, Malaysia not less than forty-eight (48) hours before the time appointed for holding the 53rd AGM or adjourned general meeting at which the person named in the appointment proposes to vote. A copy
of the power of attorney may be accepted provided that it is certified notarially and/or in accordance with the applicable legal requirements in the relevant jurisdiction in which it is executed.
10. For a corporate member who has appointed a representative, please deposit the original or duly certified certificate of appointment at the Company’s Share Registrar at Unit 32-01, Level 32, Tower A, Vertical
Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or alternatively, Tricor Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South,
No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia if it has not been lodged with the Company’s Share Registrar’s office earlier. The certificate of appointment should be executed in the following manner:
(i) If the corporate member has a common seal, the certificate of appointment should be executed under seal in accordance with the Constitution of the corporate member.
(ii) If the corporate member does not have a common seal, the certificate of appointment should be affixed with the rubber stamp of the corporate member (if any) and executed by:
(a) at least two (2) authorised officers, one (1) of whom shall be a director; or
(b) any director and/or authorised officers in accordance with the laws of the country under which the corporate member is incorporated.
11. A member who has appointed a proxy or attorney or authorised representative to participate in the 53rd AGM must request his/her proxy or attorney or authorised representative to register himself/herself for the RPV
at the Share Registrar’s TIIH Online website at https://tiih.online. Please read and follow the procedures provided in the Administrative Guide in order to participate remotely via RPV.
12. Please ensure ALL the particulars as required in the proxy form are completed, signed and dated accordingly.
13. Last day, date and time for lodging the proxy form is Wednesday, 24 May 2023 at 10.00 a.m.
14. Pursuant to Paragraph 8.29A(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the resolutions set out in the Notice of the 53rd AGM will be put to vote by way of poll.
186
KECK SENG (MALAYSIA) BERHAD
Website: https://my.keckseng.com