Techbond - AR 2023
Techbond - AR 2023
Techbond - AR 2023
CONNECT WITH US
www.techbond.com.my
T E C HB O N D G R O U P B E RH A D
No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan,Malaysia
Tel: +603-5122 3333 | Fax: +606-5122 3888
Email: adhesive@techbond.com.my
contents
Corporate information 02
Corporate Structure 03
Directors’ Profile 04
financial highlights 10
financial statements 51
Proxy Form
01
CORPORATE
INFORMATION
Ong Wai Leng Grant Thornton Malaysia PLT Tricor Investor & Issuing House
(SSM PC No. 202208000633) Registration No. 201906003682 & Services Sdn Bhd
(MAICSA 7065544) LLP0022494-LCA Unit 32-01, Level 32, Tower A
Chartered Accountants (AF 0737) Vertical Business Suite
Level 11, Sheraton Imperial Court Avenue 3, Bangsar South
REGISTERED OFFICE Jalan Sultan Ismail No. 8, Jalan Kerinchi
Unit 30-01, Level 30, Tower A 50250 Kuala Lumpur 59200 Kuala Lumpur
Vertical Business Suite Tel : 03-2692 4022 Tel : 03-2783 9299
Avenue 3, Bangsar South Fax : 03-2732 5119 Fax : 03-2783 9222
No. 8, Jalan Kerinchi Email : is.enquiry@my.tricorglobal.com
59200 Kuala Lumpur PRINCIPAL BANKER
Tel : 03-2783 9191 STOCK EXCHANGE LISTING
Fax : 03-2783 9111 Public Bank Berhad
Email : info@my.tricorglobal.com Main Market of Bursa Malaysia
Securities Berhad
HEAD OFFICE
CORPORATE WEBSITE
No. 36, Jalan Anggerik Mokara
31/59, Seksyen 31 www.techbond.com.my
Kota Kemuning, 40460 Shah Alam
Selangor Darul Ehsan INVESTOR RELATIONS
Tel : 03-5122 3333
Fax : 03-5122 3888 Email: ir@techbond.com.my
02
CORPORATE
STRUCTURE
Techbond
100%
100% Techbond Manufacturing Sdn. Bhd.
Manufacturing
Sdn. Bhd.
100% Techbond Greentech Sdn. Bhd.
03
DIRECTORS’
PROFILES
He left Pillar Naco Malaysia Sdn Bhd in 1981 to join Pernas Sime Darby
group. His last position was General Manager of Sime Swede Distribution
Services Sdn Bhd before he left in 1994. He subsequently joined Malaysia
Aica Berhad (now known as Sunsuria Berhad) as an Executive Director
in 1995 and was redesignated as a Non-Executive Director in 1997. He
DATO’ HAMZAH BIN resigned as a Non-Executive Director of Malaysia Aica Berhad in 2001.
In the financial year ended 30 June 2023, he attended all six (6) meetings
of the Board.
04
DIRECTORS’ PROFILES
(CONT’D)
Mr Lee Seng Thye (“Mr Lee”), is our Managing Director. He was appointed
to our Board on 8 November 2017.
He completed his secondary education in 1981 after he obtained two (2)
additional GCE Ordinary Level papers from the University of Cambridge
Local Examinations Syndicate - International Examinations, in addition to
his Malaysia Certificate of Education.
He started his career as a Sales Executive in furniture and fittings
industry in 1982. In 1990, he ventured into the trading of wood working
machinery and further expanded into trading of industrial adhesive in
1994. He established Techbond Manufacturing Sdn Bhd (“Techbond
Manufacturing”) to develop and manufacture industrial adhesives in 1996.
Mr Lee is the spouse of Ms Tan Siew Geak and father of both Mr Lee
Seh Meng and Mr Lee Yuen Shiuan. Save as disclosed, he has no family
relationship with any Director and/or major shareholder of the Group. In
addition, he has no business or other relationship which could materially
pose a conflict of interest or interfere with the exercise of his judgement
when acting in the capacity of a Director of Techbond which would be
disadvantageous to Group. He has not been convicted of any offences
within the past five (5) years other than traffic offences (if any), there have
not been any public sanctions nor penalties imposed upon him by relevant
Lee Seng Thye
regulatory bodies for the financial year ended 30 June 2023. Managing Director
He does not hold any directorship in any other public company and other Nationality Gender Age
listed corporation.
63
In the financial year ended 30 June 2023, he attended all six (6) meetings
of the Board.
In the financial year ended 30 June 2023, he attended four (4) out of six (6)
34
meetings of the Board.
05
DIRECTORS’ PROFILES
(CONT’D)
Ms Tan Siew Geak (“Ms Tan”), is our Executive Director. She was appointed
to our Board on 8 November 2017.
She completed her secondary education in 1979 in Melaka. She started her
career as a clerk in a transportation company in 1980 and subsequently
joined Public Bank Berhad in 1983. In 1993, she joined Mr Lee, her spouse,
to manage their own business venture. Since the commencement of
Techbond Manufacturing’s business operation in 1996, she has been
actively involved in the management and administrative functions of our
Group.
She is primarily responsible for the overall management and day-to-day
operations of our Group, including administrative and human resource
functions.
Ms Tan is the spouse of Mr Lee and mother of both Mr Lee Seh Meng and
Mr Lee Yuen Shiuan. Save as disclosed, she has no family relationship with
any Director and/or major shareholder of the Group. In addition, she has
no business or other relationship which could materially pose a conflict
of interest or interfere with the exercise of her judgement when acting in
the capacity of a Director of Techbond which would be disadvantageous
TAN SIEW GEAK to Group. She has not been convicted of any offences within the past five
(5) years other than traffic offences (if any), there have not been any public
Executive Director sanctions nor penalties imposed upon her by relevant regulatory bodies
for the financial year ended 30 June 2023.
Nationality Gender Age
She does not hold any directorship in any other public company and other
63 listed corporation.
In the financial year ended 30 June 2023, she attended all six (6) meetings
of the Board.
06
DIRECTORS’ PROFILES
(CONT’D)
07
DIRECTORS’ PROFILES
(CONT’D)
Independent Non-Executive Director She is also a director and trustee of Ericsen Foundation.
She has no family relationship with any Director and/or major shareholder
Nationality Gender Age of the Group. In addition, she has no business or other relationship which
could materially pose a conflict of interest or interfere with the exercise of
52
her judgement when acting in the capacity of a Director of Techbond which
would be disadvantageous to Group. She has not been convicted of any
offences within the past five (5) years other than traffic offences (if any),
there have not been any public sanctions nor penalties imposed upon her
by relevant regulatory bodies for the financial year ended 30 June 2023.
In the financial year ended 30 June 2023, she attended all six (6) meetings
of the Board.
08
PROFILE OF
09
FINANCIAL
HIGHLIGHTS
89,839
71,281
85,125
81,379
12,768
13,053
15,308
13,845
10,158
2023 2022 2021 2020 2019 2023 2022 2021 2020 2019
177,845
162,451
146,606
138,773
159,726
150,464
138,021
130,596
170,274
2023 2022 2021 2020 2019 2023 2022 2021 2020 2019
10
MANAGEMENT DISCUSSION
AND ANALYSIS STATEMENT
OPENING STATEMENT
FY2023 started with optimism as the global economic recovery from the pandemic gained momentum. However, this was
subsequently overshadowed by geopolitical conflicts, such as the Russia-Ukraine crisis and the extended US-China trade
tensions, to name a few. Coupled with mounting inflationary pressures, rising interest rates, and recession concerns, the
market outlook took a turn for the worse. These circumstances have compounded the challenging business environment
marked by disruptions in supply chains, shortage of labour and materials, and fluctuations in commodity prices.
Back in Malaysia, our economic landscape was thankfully showing positive signs with the reopening of economy and a
notable resurgence in business activities. Riding on this economic recovery, Techbond managed to deliver its highest-
ever top-line performance despite the market uncertainties. This is credited to our resilient business model, experienced
management, and committed team. For FY2023, we recorded a revenue of RM108.9 million, achieving a 28.0% year-on-year
(“YoY”) growth compared to RM85.1 million achieved in FY2022. Meanwhile, profit after tax and non-controlling interest
(“PATNCI” or “net profit”) stood at RM11.0 million.
In December 2018, the Group achieved a major milestone as Techbond was successfully listed on the Main Market of
Bursa Malaysia Securities Berhad (“Bursa Securities”). We made yet another breakthrough in June 2021 as our upstream
polymerisation factory in Vietnam commenced operations. This game-changing plant enables us to produce our own
base material, polyvinyl acetate (“PVAc”) polymer, which is a raw material used by the Group to manufacture its industrial
adhesives.
Techbond places strong focus on R&D and has 8 in-house trademarked brands. We take pride in the fact that most of
our industrial adhesives and sealants are developed in-house. Our products are used across various sectors such as
woodworking, paper and packaging, automotive, building and construction, personal care, and mattresses. Geographically,
our market reach extends beyond domestic clients to encompass exports to more than 30 countries spanning Asia, Europe,
and Africa. The top 5 largest export countries for the Group are Vietnam, Indonesia, China, Cambodia and Thailand.
11
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
a. Water-Based Adhesives
A combination of basic adhesive and (if present) additives that have been dissolved or distributed in water.
Industrial sealants play a vital role in sealing surfaces to block the flow of liquids, gases, and undesirable substances. Our
journey into sealant manufacturing began in 2015 through our in-house R&D efforts. We now specialise in producing two
key types of sealants: water-based and solvent-based sealants.
12
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
This in-house capability gives us the advantage to tailor-make products based on client’s specific
requirements. Overall, our continual innovations, be it new or improved product formulations,
enhance customer stickiness and position us at the forefront of competition.
On a brighter note, Malaysia’s economy charted healthy growth in 2022 with a gross domestic product (“GDP”) expansion
of 8.7% according to the Department of Statistics Malaysia (“DOSM”). For 2023, the Ministry of Finance (“MOF”) projects a
moderation in GDP growth of between 4.0% and 5.0%, in contrast to the high-growth base achieved in 2022.
Indeed, for us at Techbond, we faced multiple headwinds and had to cope with the taxing operating environment that was
characterised by rising input costs and raw material shortages. The woodworking segment that we serve experienced a
noticeable slowdown during the financial year under review in tandem with the subdued furniture export to countries such
as the USA and Europe.
In mitigation, the Group has intensified our efforts to expand and diversify our customer base across new countries, as
well as explore opportunities in different industries. We are delighted to share that these efforts have yielded good results,
allowing us to penetrate new geographical markets and strengthen our presence in other industries.
As such, we are pleased to report that, notwithstanding the tough business environment, the utilisation rate in Malaysia
has remained healthy in FY2023, reflecting the overall steady demand from both local and international clients, in line with
the resurgence in trade activities following the reopening of borders.
For our upstream polymerisation factory in VSIP2, Vietnam, the utilisation has been increasing progressively. This measured
growth aligns with our prudent approach, considering market uncertainties, escalating input costs, and raw material
shortages. More importantly, the polymers produced are currently used in-house to manufacture industrial adhesives. In
discussions with prospects to supply polymer externally, we achieved encouraging progress after successfully passing
some of the potential customers’ stringent internal tests.
13
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
To recap, our upstream polymerisation plant in VSIP2 commenced operations back in June 2021. This industrial complex
includes two water-based adhesive production lines, two warehouses, an administrative office, and a QC centre, occupying
a 30,000 square meter (“sqm”) land with a built-up area of 6,968 sqm. This significant milestone in our operational and R&D
journey has enabled us to have greater control over the quality, cost, and supply consistency of our raw materials.
In February 2023, Techbond reached another high point after successfully acquired approximately 99.57% equity interest
in Malaysian Adhesives and Chemicals Sdn. Bhd. (“MAC”) from Chemquest Sdn. Bhd. for a cash consideration of RM57.0
million. Subsequently in July 2023, Techbond completed the acquisition of the remaining 0.43% equity interest from the
minority shareholders. This resulted in MAC becoming a wholly-owned subsidiary of Techbond, enhancing our market
presence and capabilities.
With over 5 decades of experience and a strong in-house R&D team, MAC specialises in the production and distribution of
adhesives, resins, additives, formalin, and unique microspheres. These products can be applied across various industries,
including plywood, particleboard, medium-density fibreboard, inorganic insulation materials, contact adhesives, functional
filler and recycled paper manufacturing. MAC’s manufacturing facility in Shah Alam, Selangor, is located near Techbond’s
existing operations, fostering close management control and operational synergies.
The acquisition not only strengthens Techbond’s position in our existing adhesive markets but also provides us access to
new segments where we previously lacked expertise. MAC’s product portfolio complements our offerings, enabling us to
serve customers further upstream in production processes, such as chipboard, particle board, and paper cartons.
Moreover, MAC is one of the key producers of microspheres, which are used for weight reduction and as a functional filler in
aerospace, automobile, marine and other composites. This positions Techbond for growth by expanding our supply chain
presence, increasing market knowledge, and exploring innovative, high profit margin opportunities, ultimately contributing
positively to the Group’s future earnings.
Our partnership with the Malaysia Palm Oil Board (“MPOB”) to pioneer palm-oil based industrial adhesives remains on a
promising trajectory. Active engagements with prospective customers have yielded positive outcomes, and advancements
have been achieved to enhance production processes. To recap, in June 2021, we jointly filed a patent with MPOB for an
improved method to produce palm-based polyol, a pivotal development for the commercialisation of this product.
14
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
FINANCIAL REVIEW
Revenue
15
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
Contribution from overseas accounted for 71.3% of total revenue in FY2023, with the domestic market making up the
remainder. Vietnam continued to be Techbond’s largest market outside Malaysia, having accounted for 39.5% or RM43.0
million of the Group revenue in FY2023. This was followed by Malaysia, Indonesia, Cambodia, Thailand, China, and others.
The top-line growth was nevertheless not reflected at the bottom-line as a result of i) absence of gain on disposal of property,
plant and equipment (that was recognised last year); ii) lower gain on foreign exchange (“forex”); iii) one-off non-recurring
expenses related to the acquisition of MAC; offset by one-off accounting gain on bargain arising from the acquisition; iv)
higher input cost and administrative expenses relating to the increase in headcount as we grow the business. The Group’s
FY2023 PBT came in at RM12.8 million vis-à-vis RM13.1 last year.
At the net profit level, Techbond’s net profit stood at RM11.0 million, which was broadly similar to the RM11.2 million
achieved in the previous year.
At end-FY2023, the Group’s total assets grew 23.5% YoY to RM219.6 million, primarily on account of higher property, plant,
and equipment on hand, in line with the acquisition of MAC. Meanwhile, cash and cash equivalents decreased to RM31.3
million from RM39.1 million in FY2022 as funds were deployed for the acquisition exercise.
Shareholders’ equity as at 30 June 2023 rose RM10.6 million or 6.6% YoY to RM170.3 million from RM159.7 million in
FY2022, predominantly a result of higher retained earnings. Meanwhile, total liabilities at the close of the financial year
under review were higher at RM49.3 million as opposed to RM18.1 million in the prior year. The increase was largely
attributed to the jump in borrowings, which stood at RM24.3 million (FY2022: nil). Of the total borrowings, RM22.8 million
are long-term loans, mainly for the previous property acquisition as well as working capital.
16
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
RM159.7
RM18.1
million
million
As at 30 June 2023, as Techbond’s cash and cash equivalents are higher than the total borrowings, we remained in net
cash position with a net cash per share of 1.3 sen. The Group has been in net cash position for the past 7 years.
Techbond generated a higher NOCF of RM22.9 million in FY2023, vis-à-vis RM4.7 million in FY2022.
17
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
Our business activities rely on smooth uninterrupted Our primary raw materials for manufacturing, specifically
operations on production floors to ensure efficient optimal for industrial adhesives and additives, are polymer-based
output. As such, any interruptions or unexpected halts in materials. Any disruptions in the supply chain of these
our production lines could have adverse impacts on the materials could significantly impact our business and
Group. To address these concerns, we have obtained financial performance.
comprehensive insurance coverage to protect against risks
such as fire, theft, and accidents for our employees. To mitigate this risk, we maintain close relationships with
our suppliers to monitor the raw materials supply chain.
Nevertheless, it is essential to acknowledge that external Additionally, we employ a risk management strategy
factors beyond our control, including natural disasters, that includes stockpiling an adequate inventory of raw
pandemics, civil unrest, and general strikes, may also materials. Furthermore, our new polymerisation facility
negatively impact our operations. in Vietnam plays a key role in reducing our reliance on
external suppliers. The increased utilisation of this facility,
Fluctuations in Foreign Currency Exchange Rates which produces polymers for in-house adhesive production
and external supply, positions us to better manage this
Techbond faces foreign exchange risks due to our dealings potential risk.
in transactions conducted in foreign currencies, such as
the US Dollar and Vietnamese Dong. Consequently, adverse Changes in Regulations & Policies
fluctuations in foreign exchange rates could potentially
have a negative effect on our financial performance. In Being a multinational corporation with a presence in both
response, we actively track foreign exchange rate volatility Malaysia and Vietnam, our business is subject to influences
and may contemplate engaging in foreign currency hedging arising from changes in the legal and policy landscapes of
contracts if the need arises. these countries. Key concerns include potential revisions to
minimum wage laws, export tariffs and currency exchange
regulations, to quote a few. We maintain our commitment
to ensure that our operations strictly adhere to all the
local requirements and laws. Moreover, the Group actively
engages with regulatory authorities and pertinent industry
associations to provide input and gain insight on potential
shifts in policies. We believe in our capability to adapt to
legislative and policy changes when they are communicated
with an appropriate notice period.
Global economic growth is expected to moderate from the estimated 3.5% in 2022 to 3.0% in both 2023 and 2024, according
to the IMF. Efforts to combat inflation through central bank policy rates hike continue to impact economic activities. While
global headline inflation is projected to decline from 8.7% in 2022 to 6.8% in 2023, and further to 5.2% in 2024. However,
core inflation is expected to decrease at a slower pace, and inflation projections for 2024 have been revised upwards by
IMF. Back home, following an estimated growth of 4.0% to 5.0% in 2023 by MoF, the Asian Development Bank (“ADB”) is
forecasting Malaysia’s economy will broadly sustain its growth rate at about 4.9% in 2024.
At Techbond, as we move into FY2024, we expect the economic uncertainties to persist due to inflationary pressures,
escalating input costs, and subdued market sentiments, which in turn lead to sustained demanding business landscape.
Despite these challenges, we remain committed to our growth plans. We still see promising opportunities in our customer
base across various industries, with increasing demand and proactive efforts to expand existing customer base and
penetrating new industries and countries. Additionally, we are well-positioned to capitalise on the recovery of several
specific sectors we serve.
18
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
The Group has also stepped up efforts to participate in trade shows and exhibitions, such as the BIFA WOOD EXPO, an
exhibition to promote the development of wood export industry in Vietnam, which has yielded encouraging sales leads.
More recently, in September 2023, we also participated in the Adhesives and Sealants Expo China (“ASE China”) in Shanghai.
ASE China integrates global industrial resources of adhesives and sealants and offers a one-stop showcase of products
and technologies along the entire industry chain to promote efficient connections between upstream and downstream
enterprises, identify potential business opportunities, and foster sustainable development of the industry. This year’s key
theme was sustainable growth, industry innovation, new technologies, and applications for the industry. We gained the
latest insights on the industry developments, as well as positive feedbacks from potential customers.
19
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
On the other hand, we remain upbeat on the potential of MAC, for which we have implemented new measures and
initiatives to spur growth. This aligns with our long-term strategy to expand globally in the adhesives and sealants industry.
The acquisition of MAC was a synergistic move, as MAC serves distinctive markets within the same industry. We see
opportunities to broaden our product range and leverage each other’s distribution networks. This integration brings
benefits to our customers and distributors by offering a wider range of products. Additionally, our shared focus on R&D will
be strengthened, allowing us to co-develop innovative adhesive products to capture a larger market share.
Meanwhile, we achieved significant progress in our environmental, social, and governance (“ESG”) initiatives, while also
enhancing staff awareness in this area. As we continue on our sustainability journey alongside business growth, we
are committed to allocating more resources to ESG efforts. For a more in-depth elaboration on this, kindly refer to our
Sustainability Statement section of this Annual Report.
To sum up, we maintain a positive outlook for the Group’s long-term future, driven by our growth strategy, prudent
management practices, and strong financial standing. The Board opines our financial performance in FY2024 will be
satisfactory, barring any unforeseen circumstances.
20
MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT
(CONT’D)
DIVIDEND
For FY2023, the Board has recommended a final single tier dividend of 0.75 sen per share amounting to approximately
RM3.98 million, subject to shareholders’ approval at the upcoming annual general meeting.
The Board intends to uphold a stable stream of dividends, contingent upon on various factors such as our operating cash
flow requirements, financing commitments and planned capital expenditure.
APPRECIATION
On behalf of the Board, I would like to express our deep appreciation to the management and employees of Techbond for
their commitment and dedication in steering the Group through challenging times. The team has certainly exemplified the
core values upon which our Group thrives on.
Additionally, my sincere gratitude to all our stakeholders, including but not limited to our esteemed shareholders, clients,
business partners, bankers, and suppliers for their trust in us thus far, and we look forward to their continued assistance
and support.
Finally, I to extend my heartfelt gratitude to the dedicated individuals who serve alongside me on the Board. Their unwavering
commitment, wealth of experience, and tireless efforts have been instrumental in shaping the course of our organisation.
Together, we confronted challenges, explored opportunities, and forged a path of progress. With collective wisdom, I am
confident our Group will continue to achieve new heights.
21
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Techbond Group Berhad is committed to high standard of corporate governance to ensure that it is practiced
throughout Techbond Group as a fundamental part of effort to protect the interest of the stakeholders and to enhance
shareholders’ value.
The Board also acknowledge the importance of the principles and practices as set out in the Malaysian Code on Corporate
Governance (“MCCG”) in managing Techbond Group’s business towards its mission of sustainable growth. The Board
strives to ensure the Group adopts the best practices of corporate governance.
This statement is prepared in compliance with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“MMLR”) and should be read together with the Corporate Governance Report for the financial year ended 30 June 2023
(“FY2023”) which is available on the Company’s corporate website at www.techbond.com.my. This Statement shows how
our measures are aligned with the principles of good governance in accordance with the MCCG and references are made
to the three (3) key Corporate Governance principles in the MCCG:
Board
Responsiblities Remuneration
Board
Composition
22
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
A. BOARD RESPONSIBILITIES
The Board is responsible for the overall governance of the Group, its long-term success and the value and wealth
of its stakeholders. Other than setting the strategic direction and overseeing the management, they shall also
ensure that the implementation and monitoring of the strategic plans of the Company comply with the relevant
laws, policies, standards and guidelines. All Board members bring their independent judgement to bear on issues of
strategy, performance, resources and standards of conduct.
The Board meets regularly to review the corporate strategies, operations and performance of the Group’s business.
With its diverse background and experience, the Board is able to contribute its expertise and independent judgement
to act with a high standard of transparency and accountability while performing their fiduciary duties to uphold the
core values of integrity. They are principally responsible for the following responsibilities, of which are also stated in
the Company’s Board Charter:
(a) Together with senior management, promote good corporate governance culture within the Company which
reinforces ethical, prudent and professional behaviour;
(b) Review, challenge and decide on management’s proposals for the Company and monitor its implementation by
management;
(c) Ensure that the strategic plan of the Company supports long-term value creation and includes strategies on
economic, environmental and social considerations underpinning sustainability;
(d) Supervise and assess management performance to determine whether the business is being properly managed;
(e) Ensure there is a sound framework for internal controls and risk management;
(f) Understand the principal risks of the Company’s business and recognize that business decisions involve taking
appropriate risks;
(g) Set the risk appetite within which the Board expects management to operate and ensure that there is an
appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant financial
and non-financial risks;
(h) Review the adequacy and integrity of the Company’s internal control systems and management information
systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines
including formalizing ethical values through a code of conduct;
(i) Ensure that senior management has the necessary skills and experience, and there are measures in place to
ensure orderly succession of Board and senior management;
(j) Ensure that the Company has in place procedures to enable effective communication to stakeholders; and
(k) Ensure the integrity of the Company’s financial and non-financial reporting.
The roles and responsibilities of the Directors are clearly stated in the Board Charter appropriately segregated
between those of the Chairman, Managing Director, Individual Directors, Executive and Non-Executive Directors,
Senior Independent Directors and lastly the Independent Directors.
To ensure the Board is able to effectively supervise the operations of the Company and discharge their duties
effectively, the following Board Committees were formed to assist the Board:
23
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
Each of the Board Committees is governed by its own terms of reference which are aligned with the MCCG and clearly
define the matters that are specifically reserved for the Board Committees. The Chairman of each Board Committee
will report to the Board on the findings of each Committee meeting. The Board Charter and the respective terms of
reference of the Board Committees will be reviewed periodically and updated from time to time to reflect the relevant
changes to the policies, procedures, processes and amendments of rules and regulations. Both Board Charter and
terms of reference of Board Committees are accessible on the Company’s website, www.techbond.com.my.
The Board provides oversight of matters delegated to Management through the Group Managing Director and
Management, who will provide updates and reports to the Board on quarterly basis.
The following policies had been adopted by the Board to ensure proper governance is practiced by the Company and
across the Group:
The Company adopts a Code of Business Conduct and Work Ethics Policy as well as Fraud and Whistleblowing Policy
which serve as guidelines for managing improper conduct within the Group and provide a channel of communication
for employees and public to encourage the report of any misconduct. Therefore, appropriate actions could be taken
to resolve these issues.
The above policies will be periodically reviewed and are available on the Company’s website at www.techbond.com.my.
Chairman
The Chairman of the Board, Dato’ Hamzah Bin Mohd Salleh, carries out the leadership role in the Board and its
relations with the shareholders and stakeholders. He holds an Independent Non-Executive position and is responsible
to lead and manage the Board by focusing on strategy, governance and compliance.
The Chairman of the Board is also the Chairman of Nomination Committee and Remuneration Committee as well as
member of the Audit & Risk Management Committee. However, the Board took note that Chairman is not involved in
the management and operational matters. Alternatively, he contributes constructive ideas and opinions to the Board for
deliberation. Other members of Board Committees will provide check and balance to the objectivity of decision made.
24
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The positions of the Chairman and Group Managing Director are held by different individuals, each with clear and
distinct roles which are stated in the Company’s Board Charter to ensure a balance of power and authority between
the two (2) positions:
• Responsible for the leadership of the Board; • Implements the Company’s strategies and policies;
• Responsible for ensuring Board’s effectiveness; • Oversees the day-to-day operations of the
• Leading Board meetings, discussion, encourage Company;
participation and allowing dissenting views to be • Responsible for the development of long term
freely expressed; strategies and short term profit plans;
• Leads the Board in establishing and monitoring • Oversees the human resource of the organisation
good corporate governance practices; with respect to key position and general well-being
• Setting the Board’s agenda; and of employees and effectively representing the
• Ensures Board members receive complete and interest of the Group with stakeholders; and
accurate information in a timely manner. • Providing assistance to the Board in discharging
its duties and organising information necessary for
the Board on a timely basis.
Further details on the roles and responsibilities of the Chairman and Group Managing Director are contained in the
Board Charter, which is available on the Company’s website, www.techbond.com.my.
Company Secretary
For FY2023, the Board has full access to the one (1) qualified and competent company secretary, who is a member
of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA) and is qualified to act as company
secretaries under Section 235(2) of the Companies Act 2016.
The secretarial function of the Group is outsourced to Tricor Corporate Services Sdn. Bhd. They provide advisory
services to the Board in relation to the Company’s constitution, corporate disclosure, corporate governance
matters, compliance with regulatory requirements, keeping the Board abreast of the changes in MCCG and MMLR,
and assisting the Board with the application of corporate governance best practices. Further details on the roles
and responsibilities of the Company Secretaries are also stated in the Board Charter, which is accessible on the
Company’s website at www.techbond.com.my.
The Board will convene meeting every quarter while Board Committees will meet at least four (4) times every
financial year or as and when the need arises. To ensure that the Board has ample time to study the materials,
meeting materials are circulated via email at least five (5) business days prior to the meetings and are distributed in
electronic form instead of printed copies. Management is invited to attend Board and Board Committees meetings
to provide explanation on the meeting agenda. Full board minutes are circulated to the Board and Board Committees
respectively as soon as practicable after meeting for review and comment.
25
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The Directors’ commitment to discharge their duties and responsibilities is affirmed by their attendance at the
meetings held during FY2023, as follows:
Directors’ Training
In accordance with Paragraph 15.08(3) of the MMLR, the Board members had attended various training programmes
during FY2023 as follows:
26
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
In accordance with Paragraph 15.08(3) of the MMLR, the Board members had attended various training programmes
during FY2023 as follows: (Cont’d)
27
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The Board, together with senior management, recognises the importance of sustainability risks and opportunities
to remain resilient. The overall sustainability risks and opportunities were determined by macroeconomic analysis,
sustainability trends, and senior management input supported by stakeholders’ views, concerns and key expectations
to shape the overall materiality assessment. This assessment aids the Board to realign the Group’s sustainability
strategy while ensuring the transparent coverage of key topics.
The Sustainability Working Group (“SWG”) is responsible for executing, monitoring and implementing sustainability
initiatives across the Group. The SWG is committed to manage all aspects of a sustainable ecosystem by tracking
and collating sustainability performance data. Lead by the Deputy Managing Director, the SWG is an engine of the
Company’s governance structure and supported by Heads of Departments including Finance, Operations, Business
Development, Research & Developments, Human Resources and Purchasing.
The Board and Management communicate the Group’s sustainability strategies, priorities and performance to
both internal and external shareholders through several channels, i.e. quarterly management meetings, e-mail
communication, Sustainability Report, Quarterly Report, investors briefing, Annual Report as well as Annual General
Meeting (“AGM”). Further details of the sustainable risks and opportunities can be found in the Sustainability Report
2023, which is accessible on the Company’s website at www.techbond.com.my.
B. BOARD COMPOSITION
The Company has a diverse Board comprising six (6) Directors with three (3) Independent Non-Executive Directors,
three (3) Executive Directors and one (1) Alternate Director. The Board composition meets the requirements of MMLR,
which requires a minimum of two (2) or one-third (1/3) of the Board, whichever is higher, be Independent Directors
and the MCCG which requires at least half of the Board be Independent Directors.
BOARD OF DIRECTORS
Independent
Executive Directors Alternate Director
Non-Executive Directors
• Dato’ Hamzah Bin Mohd Salleh • Lee Seng Thye • Lee Yuen Shiuan (Alternate
• Ooi Guan Hoe • Tan Siew Geak Director to Tan Siew Geak)
• Selma Enolil Binti Mustapha • Lee Seh Meng
Khalil
The profile of all members of the Board can be found on pages 4 to 8 in the Directors’ Profile of the Annual Report
2023.
The Independent Directors are independent of management and capable to provide greater check and balance during
boardroom deliberations and decision making. The Board will continue to monitor and review the Board size and
composition as may be needed.
None of the Independent Directors have served on the Board for more than nine (9) consecutive years. However, a
policy on the tenure of Independent Directors was adopted and formed part of the Board Charter. Should the Board
intend to retain an Independent Director whose tenure exceeds the term of nine (9) years, the Board shall seek
shareholders’ approval.
28
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The significance of diversity on the Board and the senior management in terms of skills, experience, age, cultural
background and gender has always been emphasised by the Board to ensure there is a variety of professional
opinions and value that can be contributed to the growth of the Company. The Nomination Committee was also
entrusted to identify and recommend suitable candidates for appointment as Directors or Management. Sources of
candidates can be obtained from existing Directors, Management, major shareholders, or independent sources to
ensure a mix of skills, experience, independence and diversity in its composition based on the revised Board Diversity
Policy approved and adopted by the Company.
The current Board composition in terms of skill and experience of Directors, age and ethnic composition is as follows:
Corporate
Accounting/ Production
Governance Sales and Human
Financial and Quality
and Risk Marketing Capital
Management Assurance
Management
DIVERSITY OF AGE
70 to 79 years 16.67%
60 to 69 years 33.32%
50 to 59 years 16.67%
40 to 49 years 16.67%
30 to 39 years 16.67%
0 5 10 15 20 25 30 35
ETHNICITY GENDER
It is the Company’s policy to assess all potential Board and senior management candidates without regard to age,
race, gender, nationality, religion, or any other factors not relevant to their competence and performance. The main
emphasis is on adding value and effectiveness to the Board and the Company.
In support of the MCCG’s recommendation on 30% women Directors and participation of women in decision-making
positions among the senior management, the Board, through Nomination Committee, is committed to emphasise
gender diversity in identifying potential candidates for appointment as Directors, when arise.
Currently, there are two (2) female Directors on the Board, namely Tan Siew Geak and Selma Enolil Binti Mustapha
Khalil, representing 33% of the total Board members.
29
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The Gender Diversity Policy of the Company was adopted on 28 November 2019. Although the Board had decided
that the quantum of men to women composition for the Company be left flexible, the Nomination Committee will take
into consideration the following measures:
a) Ensure that gender diversity objectives are adopted in Board and Senior Management’s recruitment and
succession planning processes.
in the case of the candidates for the position of Independent Non-Executive Directors, the Nomination
Committee would also evaluate the candidates’ ability to discharge such responsibilities/functions as expected
from Independent Non-Executive Directors.
c) Adopt a more accommodating boardroom culture and environment that is free from harassments and
discriminations, in order to attract and retain women participation on the Board and senior management.
d) To avoid mismatch and ineffective appointment of the female Directors, the Company does not set any specific
target for female Directors in the Gender Diversity Policy and will actively work towards having more female
Directors on the Board and senior management.
The NC consists of three (3) members of the Board, all of whom are Independent Non-Executive Directors.
The revised Terms of Reference (“TOR”) of the NC, which was approved on 11 October 2022, is available on the
Company’s website, www.techbond.com.my.
The NC is entrusted to oversee matters related to the nomination of new Directors, annual review of the required mix
of skills, experience and other requisite qualities of Directors as well as undertake the formal annual assessment
of the effectiveness of the Board as a whole, its Committees, the contribution of each individual Director and the
independence of the Independent Directors (“Annual Board Effectiveness Assessment”).
30
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
Questionnaires and evaluation forms facilitated by the company secretary were provided to the Board and Board
Committees after each financial year to ensure that the Annual Board Effectiveness Assessment was conducted
smoothly. The results of the Annual Board Effectiveness Assessment were tabled to the NC for deliberation before
the Chairman of the NC shared the results with the NC members. Inputs from the NC members and the Board would
allow improvements for future Annual Board Effectiveness Assessment.
The Board had on 19 May 2022 adopted the Directors’ Fit and Proper Policy for the appointment of new Directors
and re-election of Directors who are subject to retire at the AGM in accordance with the Company’s Constitution.
On 24 August 2022, the NC conducted the Annual Board Effectiveness Assessment and carried out fit and proper
assessment on Dato’ Hamzah Bin Mohd Salleh and Ooi Guan Hoe, who were due to retire at the Sixth AGM (“6th AGM”)
held on 22 December 2022. Based on the NC’s recommendation, the re-election of both Directors was recommended
to the shareholders for approval based on the following justifications:
• They have relevant mix of experience, skills, industry knowledge on business and finance requirements,
expertise and core competency that is beneficial to the Company.
• They were unafraid to pursue views or opinions on issues presented.
• They devoted adequate time in discharging their duties and responsibilities as Directors, worked constructively
with other Board members, attended meetings with well preparation and added values to Board meetings.
Based on the Annual Board Effectiveness Assessment results for FY2023, the Board had, on 10 October 2023,
approved the NC’s recommendation on the re-election of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng
who are due to retire at the forthcoming AGM in accordance with Clause 127 of the Company’s Constitution and had
recommended the same to the Board for approval. The Board was satisfied with the performance and contribution
of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng as they have the relevant mix of experience, skills and
expertise that are beneficial to the Company. The Board was also convinced that they would continue to bring value
and insights to the Board as they devoted their time in discharging their duties and responsibilities as Directors,
working productively with other Board members and attending Board and Board Committees meetings.
The re-election of Puan Selma Enolil Binti Mustapha Khalil and Lee Seh Meng shall be approved by the shareholders
of the Company at the AGM scheduled to be held on 29 November 2023.
C. REMUNERATION
The Remuneration Committee (“RC”) had developed a fair and transparent policies and procedure for determining
the remuneration of the Directors and Key Senior Management of the Group. The RC was tasked to develop
a remuneration package that is competitive and in line with current market practice to attract, retain and reward
talented Directors and Key Senior Management while aligning with the Group’s strategy. The remuneration package
is determined by considering the short-term and long-term objectives and growth of the Group. The RC consists
exclusively of Independent Non-Executive Directors.
31
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
C. REMUNERATION (CONT’D)
The TOR of the RC, as formally revised and subsequently approved on 11 October 2022, is available on the Company’s
website, www.techbond.com.my.
The RC adopted the Remuneration Policy on 26 February 2020 which provides a guideline in determining the
remuneration package for the Board and Key Senior Management. The remuneration package will be reviewed
annually by the RC and the Remuneration Policy will be reviewed by RC on a periodic basis.
The details of the remuneration of the Directors of the Company and the Group on a named basis for the financial
year ended 30 June 2023 are as follows:
* Mr Lee Yuen Shiuan, the alternate director to Ms Tan Siew Geak, did not receive any director’s fee and benefit in
respect of his position as alternate director for FY2023.
The Company has only three (3) employees, consisting of the Executive Directors. The remaining Management
personnel are employed by the subsidiary companies.
With regards to the disclosure of remuneration of the Group’s Key Senior Management, the Company is of the view
that the interest of the shareholders will not be prejudiced as a result of the non-disclosure of the Company’s Key
Senior Management Personnel who are not Directors of the Company. In view of the competitive nature of human
resource market in the industries the Company operates, the Company should protect the confidentiality of personal
information such as employees’ remuneration package.
32
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
Dato' Hamzah Bin Mohd Salleh Selma Enolil Binti Mustapha Khalil
(Member) (Member)
The ARMC members have a wide range of skills and knowledge from business administration, accounts, finance, law,
audit and others. In discharging their duties professionally, the members participate in and attend different trainings,
seminars, conferences and any other relevant programs to ensure that they are informed about the accounting and
auditing standards, corporate governance practices and listing rules.
The TOR of the ARMC outlines a recommendation of a former key audit partner of the external auditors of the
Company where he or she must first observe a cooling-off period of at least three (3) years before he or she is
appointed as member of the ARMC. Currently, the ARMC does not have a member who was a former key audit
partner of the Company.
The revised TOR of ARMC, which was approved on 11 October 2022, is available on the Company’s website,
www.techbond.com.my.
During the financial year, the ARMC carried out an annual assessment on the independence and performance of
the external auditors, Messrs Grant Thornton Malaysia PLT and was satisfied that the external auditors had been
independent throughout their audit work during the financial year.
33
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The Board is cognizant of the importance of a sound internal control and risk management framework in ensuring
the operation runs smoothly and potential risks are mitigated. As such, the Company has engaged Tricor Axcelasia
Sdn Bhd (“Tricor Axcelasia”), an independent internal control consultant, to oversee the internal control, and Cirrus
Consulting Sdn Bhd as an independent risk management consultant to assist in the formulation of an effective risk
management and internal control framework. They will report to the ARMC on their findings and table their reports
for review.
The ARMC is responsible for reviewing the risk management and internal control frameworks and aligning them to
the business objectives of the Group. They are responsible to identify and communicate to the Board on the present
critical risks, potential risks, profile changes and the management action plans to manage the identified risks. Annual
assessment and periodic testing on the effectiveness of the risk management framework will be conducted. The
results and recommendations will be reported to the Board.
Tricor Axcelasia, who also acts as internal auditors of the Company, is required to report to the ARMC on a half
yearly basis and table the internal audit report for review. Under the TOR of ARMC, the ARMC shall ensure the internal
audit function is effective and able to function independently. In addition, the ARMC shall review the appraisal and
assessment of the performance of the internal audit function as well as the internal auditors on a periodic basis. The
ARMC had reviewed the internal audit function and was satisfied with their performance.
Details on the key features of the risk management and internal control system together with its adequacy and
effectiveness can be found on pages 44 to 48 of the Statement on Risk Management and Internal Control, which is
included from pages 44 to 48 in the Company’s Annual Report 2023.
Engagement Conduct of
With General
Stakeholders Meeting
The Company is fully committed to providing continuous communication with stakeholders and emphasizing the
importance of transparency. The Company is also well aware of the importance of effective, transparent and regular
communication with the shareholders and stakeholders of the Company. Therefore, the Board has established an
effective and transparent method to keep the stakeholders informed of corporate information, policies on governance,
the environment and social responsibility.
34
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The following communication channels are accessible on the Company’s website, www.techbond.com.my, with the
intention of building an effective communication between the Company and its stakeholders:
• The Company has published • The Investor section on • The general line number,
all its material announcements the Company’s website fax number and general
submitted to Bursa Malaysia is dedicated to provide enquiry email address of the
Securities Berhad on the corporate information to the Company are provided for
Company’s website for the stakeholders such as share the stakeholders to send any
stakeholders to browse price, general corporate enquiries to the Company
through the announcements information, directors’ profile, directly.
from its website. corporate structure, matters
relating to general meetings
and policies approved by the
Board.
Other channels of engagement and matters discussed with stakeholders by the Group are as follows:
35
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
Other channels of engagement and matters discussed with stakeholders by the Group are as follows: (Cont’d)
In addition to the channels of communication as described above under “Engagement with Stakeholders”, the general
meeting of the Company serves as a principal forum for the Company to meet and discuss matters related to the
Company’s financial highlight, prospects, growth before seeking shareholders’ approval on resolutions tabled during
the general meeting.
In adherence to the Guidelines and FAQs on the Conduct of General Meetings for Listed Issuers issued by the
Securities Commission Malaysia, the Company’s 6th AGM was conducted on a virtual basis by way of live streaming
from the broadcast venue at Tricor Leadership Room, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue
3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. This virtual infrastructure had enabled the shareholders
to attend, participate and cast their votes at the 6th AGM smoothly and in a secure online environment.
On 22 February 2023, the Company held its Extraordinary General Meeting (“EGM”) at Kota Permai Golf & Country
Club, No. 1, Jalan 31/100A, Kota Kemuning, Seksyen 31, 40460 Shah Alam, Selangor to seek shareholders’ approval
on the acquisition of up to 100% equity interest in Malayan Adhesives and Chemicals Sdn Bhd for a total cash
consideration of up to approximately RM57.25 million by the Company.
36
CORPORATE GOVERNANCE OVERVIEW STATEMENT
(CONT’D)
The notice and agenda of the 6th AGM and EGM together with the
proxy form were given to the shareholders at least 28 days and 14 days
prior to the 6th AGM and EGM respectively. Sufficient time was given
to shareholders to consider the resolutions tabled at the 6th AGM and
Notice EGM as well as to make necessary arrangement either to attend in
person or to appoint a proxy to attend on their behalf. The notice of the
6th AGM was also accompanied by explanatory notes which outlined
further explanation on each resolution proposed to facilitate informed
decision-making by the shareholders.
All Directors and Key Senior Management attended the 6th AGM and
EGM and provided meaningful responses to the questions addressed to
them. The Chairman of the Board also assured that shareholders were
Attendance provided with sufficient time to pose and raise questions before and
during the 6th AGM and EGM via the remote participation and voting
facilities. Their questions and feedback were addressed accordingly by
the Directors and Management.
The minutes together with the questions and responses from the
Company transpired during the 6th AGM and EGM were published on
Minutes the Company’s website within 30 business days from the date of the
AGM and EGM for shareholders’ information.
This Statement is prepared in compliance with Paragraph 15.25 of the MMLR and it is advised to be read together with the
Corporate Governance Report 2023 of the Company, which is available on the Company’s website, www.techbond.com.my.
The Board is of the opinion that the Group has maintained the highest standards in Corporate Governance practices and
compliances while remain fully committed to achieve the highest level of integrity and ethical standard in delivering the
strategic objectives and sustainable performance of the Group over the long term.
This statement was tabled and approved at the Board of Directors’ Meeting held on 10 October 2023.
37
AUDIT AND RISK MANAGEMENT
COMMITTEE REPORT
The Board of Directors (“the Board”) of Techbond Group Berhad (“the Company”) is pleased to present the
Audit and Risk Management Committee (“ARMC”) Report providing insights on the discharge and ARMC
functions for the financial year ended 30 June 2023 (“FY 2023”).
1. COMPOSITION
The Company’s ARMC comprises three (3) members, consisting solely of Independent Non-Executive Directors. All
Independent Non-Executive Directors had passed the independence test under the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“MMLR”). The ARMC meets the requirements of Paragraph 15.09(1)(a) and (b)
of the MMLR as well as Practice 9.4 of the Malaysian Code on Corporate Governance (“MCCG”).
The Chairman of ARMC, Mr Ooi Guan Hoe, is a member of the Malaysian Institute of Accountants (“MIA”). Hence, the
Company complies with Paragraph 15.09(1)(c)(i) of the MMLR. He is not the Chairman of the Board.
The Board, via the Nomination Committee (“NC”), assesses the composition and performance of the ARMC through
an annual Board Effectiveness Assessment (“BEA”). Based on the BEA conducted in FY 2023, the NC formed the view
that the competencies, quality and present composition of the ARMC was appropriate. The NC and the Board, as a
whole, was satisfied that the ARMC has effectively discharged its duties and responsibilities in accordance with its
Terms of Reference (“TOR”) and the ARMC has also provided constructive feedback to the Board in making informed
decisions and enabling the effective functioning of the Board.
The TOR of the ARMC setting out the authorities, scope and functions of the ARMC is periodically reviewed and
accessible for reference on the Company’s website at www.techbond.com.my. The revised TOR was approved on 11
October 2022 to be consistent with the best practices of the MCCG issued by the Securities Commission Malaysia
on 28 April 2021.
The ARMC held five (5) meetings during the FY 2023. The Managing Director, Deputy Managing Director, Executive
Director and Group Finance Director (“GFD”) were invited to attend all ARMC meetings to provide clarifications and
information on audit issues and relevant issues pertaining to the Groups’ operations.
The representatives of Grant Thornton Malaysia PLT, the External Auditors (“EA”), attended three (3) ARMC meetings,
while the representatives of the outsourced Internal Auditors and Risk Management Consultant attended two (2) and
one (1) of the ARMC meetings respectively.
The ARMC meetings were also attended by the Company’s Key Senior Management and responsible Management
personnel from subsidiaries, as and when deemed necessary, upon invitation by the ARMC to present specific issues
arising from the audit reports or any other matters of interest. The Company Secretary and/or her representative
attended all ARMC meetings.
38
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)
The details of the attendance records of the ARMC members during the FY 2023 were as follow:
Minutes of each ARMC Meeting were recorded and tabled for confirmation at the following ARMC meeting.
3. SUMMARY OF ACTIVITIES
The ARMC had carried out its duties in accordance with its TOR.
The summary of works and activities performed by the ARMC during FY 2023 comprised the following:
The ARMC reviewed all quarterly financial reports and audited financial statements for the FY 2023 before
recommending the same to the Board for its approval.
The GFD attended all ARMC meetings to present and explain financial performance of the Group to the ARMC.
The review process by the ARMC was to ensure that the preparation of quarterly financial reports and audited
financial statements were prepared in compliance with the Malaysian Financial Reporting Standards (“MFRS”),
International Financial Reporting Standards (“IFRS”), MMLR, Companies Act 2016 and other relevant regulatory
requirements.
The ARMC recommended to the Board for the re-appointment of Grant Thornton Malaysia PLT as the Company’s
EA, after the ARMC had assessed and satisfied with the EA’s suitability, objectivity, experience and technical
knowledge, as well as the quality of the services provided, adequacy of audit resources and interactions with
Management based on the performance of the EA in auditing the Company’s financial statements for FY 2023.
The ARMC had also obtained written assurance from the EA on their independence and ethical requirements
that had been complied with.
On 22 December 2022, the re-appointment of Grant Thornton Malaysia PLT as the EA of the Company was
approved by the shareholders for the FY 2023 at the 6th Annual General Meeting.
39
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)
On 24 May 2023, the EA presented their Audit Planning Memorandum in relation to the audit of the audited
financial statements for the FY 2023. The ARMC reviewed and approved the Audit Planning Memorandum of
the Group, which included the scope of work, audit approach, key audit matters, fraud risks, proposed audit
timeline and reporting schedule, proposed audit fees, engagement team, regulatory compliance and the
disclosure requirements of the relevant accounting standards.
The EA had enquired the ARMC about any frauds affecting the Group that were not reported and the ARMC had
confirmed that they were unaware of such frauds.
The ARMC also held private discussions with the EA on 24 August 2022 and 10 October 2023 respectively,
without the presence of Managing Director, Deputy Managing Director, Executive Director and Management, to
discuss any audit concerns that need to be highlighted to the ARMC and the level of cooperation received from
Management.
The Group outsources its Internal Audit function to an outsourced Internal Auditors, Tricor Axcelasia Sdn
Bhd and an independent Risk Management Consultant, Cirrus Consulting Sdn Bhd. The Internal Auditors
were engaged to undertake independent and objective review of the effectiveness of the governance, risk
management and internal control process of the Group. The Internal Auditors report directly to the ARMC. The
internal audit function provides timely and impartial advice to the ARMC and Management as to whether the
internal audit functions reviewed are:
The Internal Audit Report was presented to the ARMC on a half yearly basis for deliberation and its
recommendations were communicated to Management for corrective actions to be taken. The internal audit
function also provided follow-up audit reports in subsequent ARMC meetings to report on the status of the key
audit issues highlighted in the preceding ARMC meetings. All proposals presented by the Internal Auditors after
review by the ARMC were tabled to the Board for its notation or approval.
The total fees incurred for the Group’s Internal Audit Function for FY 2023 was RM47,000.
The Internal Auditors, performed their internal audit function and the following activities during the year:
During the financial year under review, the following key audit areas were conducted on Techbond MFG
Vietnam Co. Ltd. (Cycle 1) and Techbond Group Berhad (Cycle 2) based on the annual internal Audit Plan
approved by the ARMC:
40
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)
Prior to the review, recommendations and management action plans for the following key business
processes were presented to Management for appropriate corrective actions to be taken within the
implementation timeframe:
a) Production Management
i) Improvement on polymerisation process response plan;
ii) Enhancing SCADA System; and
iii) Thorough updating of production report.
c) Anti-corruption Programme
i) Updating due diligence process;
ii) Application of entertainment claim;
iii) Enhancement in the whistleblowing reporting channel;
iv) Updating Anti-Bribery and Management System Policy; and
v) Enhancement of communication of anti-corruption programme.
A follow-up report was presented at the subsequent ARMC meetings to report on the preceding
outstanding issues.
The Company had on 27 May 2019 adopted an ERM framework in accordance with the standards and
best practices of ISO 31000.
For FY 2023, the ARMC had on 27 February 2023 reviewed the ERM Report based on the approved ERM
framework, which included the following:
i) Discussed and reviewed existing key risk profile as well as identified new and potential risks for
Techbond MFG (Vietnam) Co. Ltd. and Techbond Manufacturing Sdn Bhd; and
ii) Profile the key risk of Malaysia business for the Group through discussions or facilitated workshops
with Management in securing a concerted effort from Management in unanimous decision-making
and managing the risks.
The risk profile was presented and updated to the ARMC on 27 February 2023 and subsequently approved by
the ARMC.
41
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)
The ARMC reviewed quarterly reports on related party transactions and possible conflict of interest situations
that may arise within the Group, including any transactions, procedures or course of conduct that may give rise
to questions on management integrity and to ensure all transactions are at arm’s length basis in every quarterly
meeting.
The ARMC had ensured that the Company complies with the MMLR and its transactions are on terms not more
favourable to the related party than those generally available to the public and does not prejudice the interest
of the minority shareholders.
The ARMC did not detect any issue that warrants specific disclosure for FY 2023.
The ARMC shall consider and review any conflict of interest situation that arose, persist or may arise within
the Company or group including any transaction, procedure or course of conduct that raises questions of
management integrity, and the measures taken to resolve, eliminate, or mitigate such conflicts.
The Directors and employees shall abide by the Board Charter and the Corporate Code of Business Conduct
& Work Ethics Policy respectively to manage or avoid such conflicts whenever possible. The Board Charter
and the Corporate Code of Business Conduct & Work Ethics Policy provide guidelines for the disclosure and
declaration of conflicts of interest or potential conflicts of interest by the Directors and employees when such
conflicts arise. Measures were put in place to handle actual or potential conflict of interest.
The Company had established the following policies, upon reviewed and recommended by the ARMC
to safeguard the interest of the Company, and at the same time, adopted best practices of corporate
governance in relation to the MMLR and MCCG:
The Policy was established to promote professionalism and proper conduct of employees on
the day-to-day business operations which will reflect the underlying values and commitment
towards social and environmental growth to the surroundings in which the Company operates.
This policy was adopted on 9 October 2019 and published on the Company’s website at
www.techbond.com.my.
The Risk Management Policy was developed to provide guidelines on risk management within
the organisation and to prevent departure from relevant standards and could be designed
specifically to fit the organisation’s needs in various industries. This policy was presented to
ARMC for deliberation and subsequently approved by the Board on 9 October 2019.
The Dividend Policy was established to provide guidance to the Board in recommending
dividends to allow shareholders to participate in the profits of the Group while retaining
adequate reserves for future growth of the Group. This policy was presented to ARMC on 28
November 2019 for review and subsequently approved by the Board on even date.
42
AUDIT AND RISK MANAGEMENT COMMITTEE REPORT
(CONT’D)
Our Anti-Bribery Management System Policy was established to provide guidance to the
Directors, employees and business associates in observing and uploading our position on
bribery and corruption as well as providing information on how to recognise and deal with this
issue. This policy was presented to ARMC for deliberation and was subsequently approved by
the Board on 10 June 2020, and is available at www.techbond.com.my.
We had established adequate policies, manual and procedures to promote compliance with
the Malaysian Anti-Corruption Commission Act 2009 (“MACC”) (Amendment) Act 2018 which
came into effect on 1 June 2020. The awareness briefings were conducted for employees of
all levels and external providers. In addition, it was compulsory for all employees and external
providers to sign an Anti-Bribery and Corruption pledge form with the Group.
We are committed to conducting business and providing services to our clients and customers
with integrity and honesty. The Group takes a zero-tolerance approach to any form of corruption
or bribery, in compliance with Section 17A of the MACC and other related legislations in
Malaysia.
We strive to ensure that Management and employees act professionally, fairly and with integrity
in all business dealings, and also aspire all external providers to adhere to the highest standard
of integrity in performing work and services for or on behalf of the Group, and in the business
dealings with the Group.
3.8.2 Review of the reports for the inclusion in this Annual Report
The ARMC has reviewed the Corporate Governance Overview Statements, ARMC Report, Statement
on Risk Management and Internal Control, Management Discussion and Analysis Statement, and
Sustainability Report, and recommended the said reports to the Board for approval and inclusion in the
Annual Report 2023.
The ARMC had reviewed and recommended to the Board for a final single tier dividend for the financial
year ended 30 June 2022 be proposed to the shareholders for approval. The said final single tier dividend
was approved by the shareholders at the Sixth Annual Meeting of the Company on 22 December 2022.
This report was reviewed by the ARMC and approved by the Board on 10 October 2023.
43
STATEMENT ON RISK MANAGEMENT
AND INTERNAL CONTROL
The Board of Directors (“the Board”) acknowledges the importance of maintaining good risk management and internal
control system and is pleased to provide the Statement on Risk Management and Internal Control pursuant to paragraph
15.26(b) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and after taking into consideration
of the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers.
The following statement outlines the nature and scope of risk management and internal controls of Techbond Group
Berhad (“Techbond” or the “Company”) and its subsidiaries (the “Group”) for the financial year ended 30 June 2023.
RESPONSIBILITY
The Board recognises the importance of a sound internal control and risk management practices to safeguard the assets
of the Group as well as shareholders’ investment. The Board acknowledges its overall responsibility in the establishment
and oversight of the Group’s risk management framework and internal control systems, including reviewing the adequacy
and integrity of the framework and system. These are designed to manage and mitigate, rather than eliminate the risk
of failure to achieve the Group’s goal and objectives within the risk appetite established by the Board and management.
Therefore, the system can only provide reasonable but not absolute assurance against the occurrence of any material
misstatement, loss or fraud.
The Board has delegated these aforementioned responsibilities to the Audit and Risk Management Committee (“ARMC”)
which is assigned with the duty, through its Terms of Reference and the Risk Management Policy approved by the Board.
ARMC assists the Board in monitoring, reviewing, overseeing and assessing the risk management strategy and process,
and internal control environment within the Group to ensure sound risk management framework and effective internal
control system are established. Through the ARMC, the Board is kept informed of all significant control issues brought to
the attention of the ARMC by the Management, the internal audit function and external auditors.
The primary responsibilities of the Board and management on risk management and internal control are summarised as
follows:
KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM
Key elements that have been established in the Group’s risk management and internal control systems are described
below:
Risk management is firmly embedded in the Group’s management system as the Board firmly believes that risk
management is critical for the Group’s sustainability and the enhancement of shareholders’ value. The ARMC
supports the Board in monitoring the Group’s risk exposure and ensure senior management creates and maintains
an effective process to identify, assess, manage and report risks.
The Group has established a Risk Management Policy to proactively identify, analyse, evaluate, treat, monitor, review
and report key risks to an optimal level. In line with the Group’s commitment to deliver sustainable value, this policy
aims to provide an integrated and organised group-wide approach. It adopts the ISO 31000:2018 Principles and
Guidelines on Risk Management.
44
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)
KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)
2. Internal Control
The key elements of internal control established within the Group comprise the following:
• Control Environment;
• Risk Assessment;
• Control Activities; and
• Monitoring.
Enhancing the Group’s ability to achieve business objectives remains as the Board’s primary objective and
direction in managing Techbond Group. In ensuring that this objective is achieved, the Board continues to rely
on Senior Management, led by the Managing Director to ensure that the performances of businesses are in line
with the approved business strategies and risk appetite. The Board in turns monitors the Group’s performance
and profitability through the reports it received and its involvement in Board Meeting and Monthly Management
Meeting.
Structure
The Group has instituted an organisational structure with defined lines of accountability and delegated authority.
The Board Committees are given specific terms of reference to discharge their respective responsibilities.
Senior Management is delegated with authority in the day-to-day decision-making pertaining to matters relating
to the Group’s business.
The Board has delegated the responsibility for reviewing the adequacy and operating effectiveness of the
internal control system to ARMC. ARMC assesses the adequacy and operating effectiveness of the system of
internal control through independent reviews conducted on reports received from the Internal Auditors. ARMC
review and report to the Board on the adequacy of the scope of work, competency, experience and resources
of internal audit function.
There are various written policies and procedures in place to ensure adequacy of controls, and compliance
with relevant law and regulations. These policies and procedures are periodically reviewed and update, if any,
to reflect change in business structure and processes. Techbond Group is certified with ISO 9001:2015 Quality
Management System and ISO 14001:2015 Environmental Management System by an international certification
service firm.
The Board has formalised a Fraud & Whistleblowing Policy which provides a channel for parties to provide
information on frauds, wrongdoings and non-compliance with regulations and procedures by a vendor,
customer, employee or any other stakeholders of the Group.
The Whistleblowing Programme is overseen by the Whistleblower Committee. It allows the whistleblower to
voice such concerns with complete confidentiality, knowing that the people who can address these issues are
appropriately informed.
The whistleblower’s identity is always kept confidential and is protected against any form of reprisal or
retribution. The Board is notified and updated on any investigations or any concerns raised.
45
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)
KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)
The Board has formalised an Anti-Bribery Management System Policy in line with the Malaysian Anti-Corruption
Commission Act 2009 (Amendment 2018), which came into force since June 2020.
Risk assessments are conducted on new ventures and activities, including projects, processes, systems and
commercial activities to ensure that these are aligned with the Group’s objectives and goals. The identification
and management of risk is a continuous process linked to the achievement of the objectives.
During the financial year under review, the Group has formalised a documentation for risks and controls in the
format of risk registers. Senior Management is required to undertake risk assessments against the Group’s
business plan, strategies and other significant activities, and to maintain these risk registers.
The Group’s key risk register is compiled by the Senior Management and helps to facilitate the identification,
assessment and on-going monitoring of risks significant to the organisation, including actions taken to mitigate
risks. The document is formally reviewed yearly, but any emerging risks are added as required, and mitigating
actions, and risk indicators are monitored regularly and updated on an on-going basis. The key risk register is
discussed at all regular meetings of the Senior Management and reported on a yearly basis to the Board via the
ARMC.
Significant Risks
In pursuing the Company’s goal to create and sustain value to its stakeholders, the Board has approved a range
of risk appetite for different risk categories developed at the Group level by the Senior Management. The Board
is aware of the inherent/ controllable risks and has developed internal control measures to address such risks:
Strategic risk
These are risks that affect the business direction and the sustainability of the Group which arise from
failure to respond to competition, changes in economic, environmental, social, political and regulatory
conditions and improper selection of business strategies. Failure in addressing competition risks may
result in loss of market share and positioning, business opportunities and expose to risk of getting into
price war, and affect profit margin. The Group’s efforts is to maintain a good business relationship with
customers and continuously enhance product development to meet dynamic market requirements.
Operational risk
These are risks of loss related to deficiency in the Group’s internal processes and systemic procedures,
and the human factor, e.g., product non-conformance risk. Senior Management communicates with
subordinates and guides them effectively when there is any new or variation in internal procedural
processes. The Group also implemented preventive and detective controls, e.g., conduct quality inspection
processes, etc. to mitigate such risk.
Credit risk
This relates to potential loss due to customers failing to perform their contractual obligations. The Group
has in place a Credit Control Policies and Procedures which encompasses the credit evaluation, credit
monitoring, and collection processes to mitigate this risk.
46
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)
KEY FEATURES OF THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM (cont’d)
Financial risk
This risk relates to financial losses that arise from inaccurate costing, which could lead to poor pricing
strategies. Senior Management emphasises the importance of communicating and updating the revised
costing information in a timely manner, relative to the fluctuation in raw materials prices, overheads
incurred and other relevant cost elements.
Senior Management is accountable for all risks assumed under their respective areas of responsibilities and to
ensure that the Group’s objectives and goals are not adversely impacted by internal and external risks. Control
activities generally can be divided into three main categories:-
• Preventive controls are introduced to deter undesirable events or incidence of mistake, e.g., establish
the approval matrix by imposing organisational constraints and level of authority for execution, perform
periodical review to ensure the reliability and integrity of the information, etc.
• Detective controls are designed to prevent fraudulent activities from happening and remain undetected,
e.g., monitor and measure operational performance based on established key performance indicators,
perform monthly management review on operations and financial matters, etc.
• Corrective controls are designed to decrease the impact to the Group, when the risks have occurred, e.g.,
rectification of certain detected product non-conformances, production lapses, insurance, etc.
(d) Monitoring
There are processes to monitor the internal control policies and procedures designed and implemented by
Management:
The Board, through the ARMC, Senior Management and the Internal Auditors, reviews the internal control
system on an on-going basis whilst the External Auditors perform review on an annual basis. The outcome
of the reviews is reported to ARMC for monitoring. Senior Management continues to be actively involved in
upholding and enhancing the control processes within all business units within the Group.
Internal Audit
The Group outsources the internal auditing function to a professional internal auditing firm to provide an
independent and objective assurance on its internal control system. The outsourced Internal Auditors
review the Group’s internal control system based on a risk-based approach and guided by accepted internal
auditing practices. The outsourced Internal Auditors present its internal audit plan biennial to the Audit and
Risk Management Committee for approval. Internal Audit Reports summarising audit scope and approach,
highlighting audit findings together with Management’s response are presented to ARMC on half-yearly basis.
The outsourced Internal Auditors performs follow-up audit on the implementation of action plans agreed by
Management in highlighted audit findings.
47
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL
(CONT’D)
As required by paragraph 15.23 of the Listing Requirements of Bursa Malaysia Securities Berhad, the External Auditors
have reviewed this Statement on Risk Management and Internal Control accordance with the Audit and Assurance Practice
Guide 3 (“AAPG”) – Guidance for Auditors on Engagements to Report on the Statement on Risk Management and Internal
Control included in the Annual Report for the financial year ended 30 June 2023, and reported to the Board that nothing
has come to their attention that causes them to believe that the Annual Report is not prepared, in all material aspects,
in accordance with the disclosures required by paragraph 41 and paragraph 42 of the Statement on Risk Management
and Internal Control: Guidelines for Directors of Listed Issuers, nor is the Statement factually inaccurate. AAPG3 does
not require the External Auditors to form an opinion on the adequacy on risk management and effectiveness of the risk
management and internal control system of the Group.
CONCLUSION
In accordance with the assessment of the Group’s system of internal control and risk management, the Board is of the view
that the system of internal control and risk management established for the financial year under review, and up to the date of
approval of this Statement, is sound and sufficient to safeguard the Group’s assets and the shareholders investments. The
Board has received assurance from the Managing Director, Executive Director and Group Finance Director that the Group’s
risk management and internal control system is operating effectively, in all material aspects, based on the framework
adopted by the Group. There were no material losses, contingencies or uncertainties arising from any inadequacy or failure
of the Group’s system of the internal control that would require separate disclosure in the Group’s Annual Report.
The Board and the management will continue to ensure that the Group’s system of internal control and risk management
continuously evolve to meet the changing and challenging business environment.
48
ADDITIONAL COMPLIANCE
INFORMATION
There were no corporate exercises or proposals to raise funds during the financial year ended 30 June 2023.
The amount of audit and non-audit fees paid or payable to the Group and the Company’s external auditors for the
financial year ended 30 June 2023 are as follows:
Group Company
(RM’000) (RM’000)
Audit fees 195 54
Non-audit fees 124 83
Included in the non-audit fees amounted to RM75,000 which consists of due diligence services provided by Grant
Thornton Malaysia PLT’s member firm for the proposed acquisition of Malayan Adhesives and Chemicals Sdn. Bhd.
during the financial year.
3. Material Contracts
Save as disclosed below, there were no material contracts entered into by the Company or its subsidiaries involving
interests of Directors, Chief Executive who is not a Director or Major Shareholders, either still subsisting at the end of
the financial year ended 30 June 2023 or entered into since the end of the previous financial year:
On 27 December 2022, Techbond entered into a conditional Share Sale Agreement (“SSA”) with Chemquest Sdn
Bhd (“CQ”) for the proposed acquisition of 13,939,334 ordinary shares in Malayan Adhesives and Chemicals Sdn
Bhd (“MAC”), representing approximately 99.57% equity interest in MAC for a cash consideration of RM57.00
million.
As of 27 December 2022, MAC was a 99.57% owned subsidiary of CQ. None of the directors, major shareholders
and/or persons connected to them has any interest, direct or indirect, in the proposed acquisition of MAC.
The SSA became unconditional on 22 February 2023 upon the fulfilment of the conditions precedent of the
SSA. The said acquisition was completed on 28 February 2023 in accordance with the SSA.
Techbond has subsequently on 4 July 2023 completed the acquisition of the remaining 0.43% equity interest in
MAC from the minority shareholders, making MAC a wholly-owned subsidiary of Techbond.
The Company will not be seeking any new or renewal of shareholders’ mandate for recurrent related party transactions
at the coming annual general meeting to be convened on 29 November 2023 as there is no requirement for it.
49
STATEMENT OF
DIRECTORS’ RESPONSIBILITIES
IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS
The Board of Directors (“the Board”) are required by the Companies Act 2016 (“the Act”) to prepare financial statements in
accordance with the approved financial reporting standards in Malaysia for each financial year which give a true and fair
view of the financial position of the Group and their financial performance and cash flows for the financial year.
Throughout the preparation of the financial statements for the financial year ended 30 June 2023, the Board have:
i) Adopted the appropriate accounting policies, which were applied consistently and prudently in accordance with
applicable financial reporting standards in Malaysia;
ii) Made reasonable and prudent judgments and estimations; and
iii) Ensured that the financial statements were prepared on a going concern basis.
The Board are responsible to ensure that the Group keep proper and adequate accounting records which would be
disclosed when necessary, with reasonable accuracy reflecting on the financial position of the Group, and ensuring the
financial statements comply with the provisions of the Act.
The Board have the collective responsibility for taking such steps that are reasonably open to them to safeguard the assets
of the Group, and to prevent and detect fraud and other irregularities.
This statement is prepared pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.
50
financial
statements
Directors’ Report 52
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 30 June 2023.
PRINCIPAL ACTIVITIES
The principal activities of the Company are engaged in investment holding and provision of management services. The
principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.
There have been no significant changes in the nature of these activities of the Company and its subsidiary companies
during the financial year.
FINANCIAL RESULTS
Group Company
RM’000 RM’000
All material transfers to or from reserves or provisions during the financial year are as disclosed in the financial statements.
DIVIDENDS
The dividend declared and paid by the Company since the end of the previous financial year is as follows:-
RM
Final interim single tier dividend of 0.5 sen per ordinary share in
respect of financial year ended 30 June 2022 paid on 17 January 2023 2,646,986
The Directors recommended a final single tier dividend of 0.75 sen per ordinary share amounting to approximately RM3.98
million in respect of financial year ended 30 June 2023 which was subject to shareholders’ approval at the forthcoming
Annual General Meeting. The financial statements for the current financial year do not reflect this proposed dividend. Such
dividend, if approved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the
year ending 30 June 2024.
HOLDING COMPANY
The Directors regard Sonicbond Sdn. Bhd., a private limited liability company, incorporated and domiciled in Malaysia as
the holding company.
52
DIRECTORS’ REPORT
(CONT’D)
The Directors who held office during the financial year and up to the date of this report are as follows:-
The names of the Directors of subsidiary companies are set out in the respective subsidiary companies’ financial statements
and the said information is deemed incorporated herein by such reference and made a part hereof.
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016
(“Act”), the interests and deemed interests in the ordinary shares of the Company and its related corporations of those who
were Directors of the Company as at year end are as follows:-
Deemed interests
Lee Seng Thye # 381,146,445 – – 381,146,445
Number of Warrants
At Exercised/ At
1.7.2022 Bought sold 30.6.2023
Direct interests
Dato’ Hamzah Bin Mohd Salleh 112,500 – – 112,500
Lee Seng Thye 2,250,000 – – 2,250,000
Lee Seh Meng 261,000 – – 261,000
Ooi Guan Hoe 112,500 – – 112,500
Lee Yuen Shiuan 261,000 – – 261,000
Deemed interests
Lee Seng Thye # 90,573,222 – – 90,573,222
# Deemed interests by virtue of his interest in Sonicbond Sdn. Bhd. pursuant to Section 8(4) of the Act
53
DIRECTORS’ REPORT
(CONT’D)
According to the Register of Directors’ Shareholdings required to be kept under Section 59 of the Companies Act 2016
(“Act”), the interests and deemed interests in the ordinary shares of the Company and its related corporations of those who
were Directors of the Company as at year end are as follows:- (Cont’d)
(a)
Pursuant to Section 8(4)(c) of the Act, Tan Siew Geak is not deemed to have an interest in the Company as her
shareholdings in Sonicbond Sdn. Bhd. is less than 20%
DIRECTORS’ REMUNERATION
During the financial year, the fees and other benefits received and receivable by the Directors of the Company are as
follows:
Group Company
RM’000 RM’000
During and at the end of the financial year, no arrangement subsisted to which the Company is a party, with the object or
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures,
of the Company or any other body corporate.
The details and salient features of Warrants are disclosed in Note 13 to the Financial Statements.
The amount of indemnity coverage and insurance premium paid for Directors and officer of the Company during the
financial year amounted to RM3,000,000 and RM8,665 respectively.
54
DIRECTORS’ REPORT
(CONT’D)
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:-
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision
for doubtful debts and satisfied themselves that there were no bad debts to be written off and that adequate provision
had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their
value as shown in the accounting records of the Group and of the Company have been written down to an amount
which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:-
(a) which would render it necessary to write off any bad debts or the amount of the provision for doubtful debts in the
financial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or
(c) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate; or
(d) not otherwise dealt with in this report or the financial statements which would render any amount stated in the
financial statements misleading.
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
(a) no contingent liability 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 and of the Company
to meet their obligations as and when they fall due;
(b) the results of 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; and
(c) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and
of the Company for the current financial year in which this report is made.
55
DIRECTORS’ REPORT
(CONT’D)
AUDITORS
The Auditors, Grant Thornton Malaysia PLT have expressed their willingness to continue in office.
The amount of audit and other fees paid to or payable to the Auditors and its member firms by the Group and the Company
for the financial year ended 30 June 2023 amounted to RM318,531 and RM137,200 respectively. Further details are
disclosed in Note 19 to the Financial Statements.
There was no indemnity given to or insurance effected for the Auditors of the Company.
....................................................................... )
LEE SENG THYE )
)
)
)
)
)
) DIRECTORS
)
)
)
)
)
....................................................................... )
TAN SIEW GEAK )
Kuala Lumpur
10 October 2023
56
STATEMENT BY
DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 62 to 108 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 30 June 2023 and of its financial performance and its cash flows of the Group and of the Company for the financial
year then ended.
....................................................................... ........................................................................
LEE SENG THYE TAN SIEW GEAK
Kuala Lumpur
10 October 2023
STATUTORY
DECLARATION
I, Ng Yeow Siang, being the Officer primarily responsible for the financial management of Techbond Group Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 62
to 108 are correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
Statutory Declarations Act 1960.
Before me:
57
INDEPENDENT AUDITORS’
REPORT
TO THE MEMBERS OF TECHBOND GROUP BERHAD
(Incorporated in Malaysia) Registration No: 201601019667 (1190604 - M)
Opinion
We have audited the financial statements of Techbond Group Berhad which comprise the statements of financial position
as at 30 June 2023 of the Group and of the Company, statements of profit or loss and other comprehensive income,
statements of changes in equity and statements of cash flows of the Group and of the Company for the financial year then
ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages
62 to 108.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Group
and of the Company as at 30 June 2023, and their financial performance and their cash flows for the financial year then
ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the
requirements of the Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit
of the Financial Statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
We are independent of the Group and of the Company in accordance with the By-Laws (on Professional Ethics, Conduct
and Practice) of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards)
(“IESBA Code”), and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA Code.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the Group and of the Company for the current financial year. These matters were addressed in the
context of our audit of the financial statements of the Group and of the Company as a whole and in forming our opinion
thereon, we do not provide a separate opinion on these matters.
The risk –
As at 30 June 2023, the inventories as disclosed in Note 9 to the Financial Statements are significant to the total assets
of the Group. The inventories are measured at the lower of cost and net realisable value (“NRV”). The Group estimates the
NRV of inventories based on an assessment of expected sales prices. Changes in these assumptions could result in a
material change in the carrying value of inventories and the financial performance of the Group.
Our responses –
In addressing this area of focus, we have selected a sample of inventories items and reperformed the calculation of weighted
average cost method and compared the unit cost to the purchase invoices. In addition, we obtained an understanding and
reviewed the management’s assessment of NRV of the inventories and on a sample basis, tested the subsequent selling
prices of inventories. Also, we examined the conditions of inventories selected on a sample basis by attending physical
stock counts at financial year end. We also considered the adequacy of the Group’s disclosures in respect of inventories.
58
INDEPENDENT AUDITORS’ REPORT
(CONT’D)
The risk –
The key risk associated with the Group’s trade receivables is the recoverability of billed trade receivables as management
judgement is required in assessing the calculation of impairment loss on trade receivables through considering the expected
recoverability of the outstanding trade receivables. Group’s trade receivables are material to the financial statements. The
Group’s disclosures regarding trade receivables are in Notes 10 and 26.1(a) to the Financial Statements.
Our responses –
We have assessed management’s assumptions in calculating the impairment loss on trade receivables. These include
reviewing the trade receivables’ ageing report and testing the integrity of the ageing report by recalculating the due date for
a sample of invoices. We also tested the recoverability of outstanding trade receivables through examination of subsequent
receipts and reviewed the expected credit losses model developed by the Group.
There is no key audit matter to be communicated in respect of the audit of the financial statements of the Company.
Information other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Group and of the Company and our
auditors’ report thereon.
Our opinion on the financial statements of the Group and of the Company does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Group and of the Company, our responsibility is to read
the other information and, in doing so, consider whether other information is materially inconsistent with the financial
statements of the Group and of the Company or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we
are required to report the fact. We have nothing to report in this regard.
The Directors of the Company are responsible for the preparation of financial statements of the Group and of the Company
that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such
internal control as the Directors determine is necessary to enable the preparation of financial statements of the Group and
of the Company that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible for assessing the
Group and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using going concern basis of accounting unless the Directors either intend to liquidate the Group and the Company or
to cease operations, or have no realistic alternative but to do so.
59
INDEPENDENT AUDITORS’ REPORT
(CONT’D)
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group and of the Company
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on Auditing,
we exercise professional judgement and maintain professional scepticism throughout the audit. We also:-
• Identify and assess the risks of material misstatement of the financial statements of the Group and of the Company,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group
and of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
• 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 and the Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the
financial statements of the Group and of the Company or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future
events or conditions may cause the Group and the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements of the Group and of the Company,
including the disclosures, and whether the financial statements of the Group and of the Company represent the
underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the financial statements of the Group. We are responsible for the direction,
supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identified 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.
60
INDEPENDENT AUDITORS’ REPORT
(CONT’D)
In accordance with the requirements of the Companies Act 2016 in Malaysia, we report that the subsidiary companies of
which we have not acted as auditors, are disclosed in Note 7 to the Financial Statements.
Other Matter
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.
Kuala Lumpur
10 October 2023
61
STATEMENTS OF
FINANCIAL POSITION
AS AT 30 JUNE 2023
Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 4 58,610 49,765 – –
Investment properties 5 12,326 12,357 – –
Right-of-use assets 6 46,385 6,630 – –
Investment in subsidiary companies 7 – – 165,762 80,512
Other receivables 8 93 29 – –
Amount due from subsidiary companies 11 – – 466 20,157
Current assets
Inventories 9 38,191 44,027 – –
Trade receivables 10 24,547 18,243 – –
Other receivables 8 7,015 6,408 29 29
Amount due from subsidiary companies 11 – – 31 32,633
Current tax assets 1,118 1,246 15 –
Cash and cash equivalents 12 31,312 39,140 1,861 33,303
LIABILITIES
Non-current liabilities
Deferred tax liabilities 14 11,054 1,534 – –
Other payables 15 43 – – –
Borrowings 16 22,811 – – –
Current liabilities
Trade payables 17 9,762 14,596 – –
Other payables 15 4,163 1,849 136 188
Current tax liabilities 5 140 – 19
Borrowings 16 1,485 – – –
62
STATEMENTS OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023
Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Net profit for the financial year 11,008 11,198 4,248 1,913
63
STATEMENTS OF
CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023
Exchange
Share Merger translation Retained
capital deficit reserve earnings Total
RM’000 RM’000 RM’000 RM’000 RM’000
Group
Balance as at 1 July 2021 143,821 (78,938) 6,578 79,003 150,464
Exercise of Warrants 5 – – – 5
64
STATEMENTS OF CHANGES IN EQUITY
(CONT’D)
Share Retained
capital earnings Total
RM’000 RM’000 RM’000
Company
Balance as at 1 July 2021 143,821 23,335 167,156
Exercise of Warrants 5 – 5
65
STATEMENTS OF
CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2023
Group Company
Note 2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
OPERATING ACTIVITIES
Profit before taxation 12,768 13,053 4,354 2,054
Adjustments for:
Amortisation of right-of-use assets 624 193 – –
Depreciation of property,
plant and equipment 3,686 2,987 – –
Depreciation of investment properties 31 31 – –
Finance income (1,071) (555) (972) (1,015)
Bargain purchase arising from acquisition
of a subsidiary company (1,647) – – –
Gain on disposal of property,
plant and equipment (44) (1,250) – –
Impairment loss on investment
in a subsidiary companies – – 2,362 15,423
Impairment loss on trade receivables 69 133 – –
Written off of trade receivables 20 – – –
Unrealised gain on foreign exchange (1,412) (3,124) (27) (18)
Provision for gratuity 43 – – –
INVESTING ACTIVITIES
Proceeds from disposal of
property, plant and equipment 128 1,379 – –
Purchase of property, plant and equipment (1,794) (2,691) – –
Acquisition of share in new
subsidiary company (51,311) – – –
Investment in a subsidiary company – – (87,612) –
Repayment from subsidiary companies – – 52,315 154
Placement of fixed deposits with
licensed banks (9,879) – – –
Net cash (used in)/from investing activities (62,856) (1,312) (35,297) 154
66
STATEMENTS OF CASH FLOWS
(CONT’D)
Group Company
2023 2022 2023 2022
Note RM’000 RM’000 RM’000 RM’000
FINANCING ACTIVITIES
Proceeds from exercise of Warrants – 5 – 5
Drawdown of borrowings 52,500 – – –
Repayment of borrowings (28,204) – – –
Dividend paid (2,647) (2,647) (2,647) (2,647)
Net cash from/(used in) financing activities 21,649 (2,642) (2,647) (2,642)
Cash and cash equivalents included in the statements of cash flows comprise the following:-
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
67
NOTES TO THE
FINANCIAL STATEMENTS
30 JUNE 2023
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main
Market of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Unit 30-01, Level 30,
Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The principal
place of business of the Company is located at No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan.
The principal activities of the Company are engaged in investment holding and provision of management services.
The principal activities of the subsidiary companies are disclosed in Note 7 to the Financial Statements.
There have been no significant changes in the nature of these activities of the Company and its subsidiary companies
during the financial year.
The Directors regard Sonicbond Sdn. Bhd., a private limited liability company, incorporated and domiciled in Malaysia
as the holding company.
The financial statements were authorised for issue by the Directors in accordance with a resolution of the Directors
passed on 10 October 2023.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the
requirements of the Companies Act 2016 in Malaysia.
The financial statements of the Group and of the Company are prepared under the historical cost convention,
unless otherwise indicated in the summary of significant accounting policies.
Historical cost is generally based on the fair value of the consideration given in exchange for goods and
services.
The financial statements are presented in Ringgit Malaysia (“RM”) which is also the Company’s functional
currency. All amounts in the financial statements are rounded to the nearest thousand, unless otherwise
indicated.
The Group and the Company have applied the accounting policies as set out in Note 3 to all financial years
presented in these financial statements.
At the beginning of the current financial year, the Group and the Company adopted new standards/amendments/
improvements to MFRSs which are mandatory for the current financial year.
Initial application of the new standards/amendments/improvements to the standards did not have a material
impact on the financial statements of the Group and of the Company.
68
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The new and amended standards that are issued but not yet effective up to the date of issuance of the Group’s
and the Company’s financial statements are disclosed below. The Group and the Company intend to adopt
these new and amended standards, if applicable, when they become effective:-
The initial application of the above applicable standards and amendments are not expected to have any
significant impacts to the financial statements.
Estimates, assumptions concerning the future and judgements are made in the preparation of the financial
statements. They affect the application of the Group’s and of the Company’s accounting policies and reported
amounts of assets, liabilities, income and expenses and disclosures made. Estimates and underlying
assumptions are assessed on an on-going basis and are based on experience and relevant factors, including
expectations of future events that are believed to be reasonable under the circumstances. The actual results
may differ from the judgements, estimates and assumptions made by management, and will seldom equal the
estimated results.
69
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Information about significant estimates and assumptions that have the most significant effect on
recognition and measurement of assets, liabilities, income and expenses are discussed below:-
Management estimates the useful lives of the property, plant and equipment, investment properties and
right-of-use assets to be within 2 to 99 years and reviews the useful lives of depreciable assets at each
reporting date. At 30 June 2023, the management assesses that the useful lives represent the expected
utility of the assets to the Group. Actual results, however, may vary due to change in the expected level
of usage and technological developments, which resulting the adjustment to the Group’s assets.
The carrying amounts of the Group’s property, plant and equipment, investment properties and right-of-
use assets at the reporting date are disclosed in Notes 4, 5 and 6 to the Financial Statements.
An impairment loss is recognised for the amount by which the asset’s or cash-generating unit’s carrying
amount exceeds its recoverable amount. To determine the recoverable amount, management estimates
expected future cash flows from each cash-generating unit and determines a suitable interest rate in
order to calculate the present value of those cash flows. In the process of measuring expected future
cash flows, management makes assumptions about future operating results. The actual results may
vary, and may cause significant adjustments to the Group’s and Company’s assets within the next
financial year.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment
to market risk and the appropriate adjustment to asset-specific risk factors.
Inventories
Inventories are measured at the lower of cost and net realisable value. In estimating net realisable
values, management takes into account the most reliable evidence available at the times the estimates
are made. The Group’s core business is subject to economical and technology changes which may
cause selling prices to change rapidly and the Group’s profit to change.
The management reviews inventories to identify damaged, obsolete and slow moving inventories which
required judgement and change in such estimates could result in revision to the valuation of inventories.
The carrying amount of the Group’s inventories at the reporting date is disclosed in Note 9 to the
Financial Statements.
The Group uses a provision matrix and credit rating assessment to calculate ECLs for trade receivables.
The provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns (i.e. by geography, product type, customer type and rating, coverage by letter of
credit and other forms of credit insurance).
The provision matrix is initially based on the Group’s historical observed default rates or apply the
external credit rating if no historical of default rates. The Group will calibrate the matrix to adjust the
historical credit loss experience with forward-looking information. For instance, if forecast economic
conditions (i.e. gross domestic products) are expected to deteriorate over the next year which can lead
to an increased number of defaults in the commercial sector, the historical default rates are adjusted.
At every reporting date, the historical observed default rates are updated and changes in the forward-
looking estimates are analysed.
70
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The assessment of the correlation between historical observed default rates, forecast economic
conditions. The Group’s historical credit loss experience and forecast of economic conditions may also
not be representative of customer’s actual default in the future.
Significant judgement is involved in determining the Group’s provision for income taxes. There are
certain transactions and computations for which the ultimate tax determination is uncertain during
the ordinary course of business. The Group recognises tax liabilities based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different from the amounts
that were initially recognised, such difference will impact the income tax and deferred tax provisions in
the financial year in which such determination is made.
The following is the significant management judgement in applying accounting policies of the Group
that have the most significant effect on the amounts recognised in the Financial Statements.
The Group determines whether a property qualifies as an investment property and has developed
criteria in making that judgement. Investment property is a property held to earn rentals or for capital
appreciation or both. Therefore, the Group considers whether a property generates cash flows largely
independently of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion
that is held for use in the production or supply of goods or services or for administrative purposes. The Group
accounts for the portions separately if the portions could be sold separately (or leased out separately). If the
portions could not be sold separately, the property is an investment property only if an insignificant portion is
held for use in the production or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so
significant that a property does not qualify as an investment property.
The Group and the Company apply the significant accounting policies, as summarised below consistently throughout
all years presented in the financial statements.
3.1 Consolidation
Subsidiary companies are entities, including structured entity, controlled by the Company. Control exists
when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has
the ability to affect those returns through its power over the entity. Potential voting rights are considered
when assessing control only when such rights are substantive. Besides, the Group considers it has de
facto power over an investee when, despite not having the majority of voting rights, it has the current
ability to direct the activities of the investee that significantly affect the investee’s return.
71
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Investment in subsidiary companies is stated at cost less any impairment losses in the Company’s
statement of financial position, unless the investment is held for sale or distribution.
Upon the disposal of investment in subsidiary companies, the difference between the net disposal
proceeds and its carrying amount is included in profit or loss.
The Group’s financial statements consolidate the audited financial statements of the Company and
all of its subsidiary companies, which have been prepared in accordance with the Group’s accounting
policies. Amounts reported in the financial statements of subsidiary companies have been adjusted
where necessary to ensure consistency with the accounting policies adopted by the Group. The financial
statements of the Company and its subsidiary companies are all drawn up to the same reporting date.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions
between entities of the Group are eliminated in full in preparing the consolidated financial statements.
Intragroup losses may indicate an impairment that requires recognition in the consolidated financial
statements. Temporary differences arising from the elimination of profits and losses resulting from
intragroup transactions will be treated in accordance with MFRS 112 Income Taxes.
Subsidiary companies are consolidated from the date on which control is transferred to the Group and
are no longer consolidated from the date that control ceases.
Business combinations are accounted for using the acquisition method. The cost of an acquisition is
measured as the aggregate of the consideration transferred, measured at acquisition date fair value and
the amount of any non-controlling interests in the acquiree. For each business combination, the Group
elects whether it measures the non-controlling interests in the acquiree either at fair value or at the
proportionate share of the acquiree’s identifiable net assets. Acquisition costs incurred are expensed
and included in administrative expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s
previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through
profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes in the fair value of the contingent consideration which is deemed
to be an asset or liability will be recognised either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it will not be remeasured. Subsequent
settlement is accounted for within equity. In instances, where the contingent consideration does not fall
within the scope of MFRS 9, it is measured in accordance with the appropriate MFRS.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred
and the amount recognised for non-controlling interests over the net identifiable assets acquired and
liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary
company acquired, the difference is recognised in profit or loss.
72
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date,
allocated to each of the Group’s cash-generating units that are expected to benefit from the combination,
irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed
of, the goodwill associated with the operation disposed of is included in the carrying amount of the
operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative values of the operation disposed of and the portion of
the cash-generating unit retained.
A business combination involving entities under common control is a business combination in which all
the combining entities or business are ultimately controlled by the same party or parties both before or
after the business combination and that control is not transitory.
For such common control business combinations, the merger accounting principles are used to
account for the assets, liabilities, results, equity changes and cash flows of the combining entities in the
combined financial statements.
Under the merger method of accounting, the results of the subsidiary companies are presented as if
the merger had been effected throughout the current and previous years. The assets and liabilities
combined are accounted for based on the carrying amounts from the perspective of the common
control shareholder at the end of transfer.
On consolidation, the cost of the merger is cancelled with the values of the shares received. Any resulting
credit differences is classified as equity and regarded as a non-distributable reserve. Any resulting debit
difference is adjusted against any suitable reserve. Any other reserves which are attributable to share
capital of the merged entities, to the extent that they have not been capitalised by a debit difference are
classified and presented as movement in other capital reserves.
The effect of all transactions and balances between the combining entities, whether occurring before or
after the combination are eliminated in preparing the financial statements.
Merger deficit represents the excess arising from the nominal value of the shares issued over the
nominal value of the shares acquired.
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the
subsidiary, any non-controlling interests and the other components of equity related to the subsidiary.
Any surplus or deficit arising on the loss of control is recognised in profit or loss.
If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value
at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or as a
financial asset depending on the level of influence retained.
73
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Transactions in foreign currencies are initially recorded at the functional currency rates prevailing at the
date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency spot rate of exchange ruling at the reporting date.
All differences are taken to the profit or loss with the exception of all monetary items that forms part
of a net investment in a foreign operation. These are recognised in other comprehensive income until
the disposal of the net investment, at which time they are reclassified to profit or loss. Tax charges
and credits attributable to exchange differences on those monetary items are also recorded in other
comprehensive income.
Non-monetary items that are measured in term of historical cost in a foreign currency are translated
using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at
fair value in a foreign currency are translated using the exchange rates at the date when the fair value
is determined. The gain or loss arising in translation of non-monetary items is recognised in line with
the gain or loss of the item that gave rise to the translation difference (translation differences on items
whose gain or loss is recognised in other comprehensive income or profit or loss are also recognised in
other comprehensive income or profit or loss respectively).
The assets and liabilities of foreign operations that are dominated in functional currency other than
Ringgit Malaysia (“RM”) are translated into RM at the rate of exchange prevailing at the reporting date
and their profit or loss and other comprehensive income are translated at average rate over the reporting
period. The exchange differences arising on the translation are recognised in other comprehensive
income. On disposal of a foreign operations, the component of other comprehensive income relating to
that particular foreign operations is recognised in the profit or loss.
Foreign currency differences are recognised in other comprehensive income and accumulated in the
exchange translation reserve in equity.
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the
cumulative amount in the exchange translation reserve related to that foreign operation is reclassified
to profit or loss as part of the profit or loss on disposal.
All property, plant and equipment are measured at cost less accumulated depreciation and any impairment
losses. 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.
Cost includes expenditures that are directly attributable to the acquisition of the assets and any other costs
directly attributable to bring the assets to working condition for their intended use, cost of replacing component
parts of the assets and the present value of the expected cost for the decommissioning of the assets after their
use. All other repair and maintenance costs are recognised in profit or loss as incurred.
74
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Property, plant and equipment are written down to recoverable amount if in the opinion of the Directors, it is
less than their carrying value. Recoverable amount is the net selling price of the property, plant and equipment
(i.e. the amount obtainable from sale of an asset in an arm’s length transaction between knowledgeable, willing
parties less the costs of disposal).
Depreciation is recognised on the straight-line method in order to write off the cost of each asset over its
estimated useful lives. Freehold land with an infinite life is not depreciated. Other property, plant and equipment
are depreciated based on the estimated useful lives of the assets as follows:-
Buildings 2% - 4%
Renovation 2%
Plant and machinery 5% - 50%
Office furniture and equipment 10% - 50%
Motor vehicles 10% - 20%
Capital work-in-progress which consist of machineries and equipment under installation for their intended use
as production facilities and factory under construction are stated at cost. Capital work-in-progress are not
depreciated until they are completed and ready for their intended use.
The residual values, useful lives and depreciation method are reviewed at least annually to ensure that the
amount, method and rates of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
Property, plant and equipment are derecognised upon disposal or when no future economic benefits are
expected from its use or disposal. Gains or losses arising on the disposal of property, plant and equipment are
determined as the differences between the disposal proceeds and the carrying amounts of the assets and are
recognised in profit or loss.
Investment properties are properties which are owned or held under a leasehold interest to earn rental income
or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production
or supply of goods or services or for administrative purposes.
Investment properties are initially measured at cost, including transaction cost. Cost includes expenditures
that are directly attributable to the acquisition of the investment properties. Subsequently to initial recognition,
investment properties are measured at cost less accumulated depreciation and impairment losses, if any.
Depreciation is recognised on the straight-line method in order to write off the cost over its estimated useful
life. Freehold land with an infinite life is not depreciated. Investment properties are depreciated based on the
estimated useful lives of the assets as follows:-
Building 2%
Investment properties are derecognised when either they are disposed of or when they are permanently
withdrawn from use and no future economic benefit is expected from the disposal. Any gain or loss on the
retirement or disposal of an investment property is recognised in the profit or loss in the financial year of
retirement or disposal.
Transfers are made to or from investment property only when there is a change in use. For a transfer from
investment property to owner-occupied property, the deemed cost for subsequent accounting is the fair value
at the date of change. When an item of property, plant and equipment is transferred to investment property
following a change in its use, any difference arising at the date of transfer between the carrying amount of the
item immediately prior to transfer and its fair value is recognised directly in equity.
75
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
3.5 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of raw materials, packaging materials
and spare parts are determined on a weighted average basis which include all expenses incurred in bringing the
inventories to their present location and condition. Cost of work-in-progress and finished goods are determined
using standard costing which includes cost of purchases, direct labours and other production costs.
Net realisable value is the estimated selling price in the ordinary course of business less any estimated costs
necessary to make the sale.
A financial instrument is any contract that give rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.
Financial assets are classified, at initial recognition as subsequently measured at amortised cost, fair
value through other comprehensive income (“OCI”) and fair value through profit or loss (“FVTPL”).
The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s and the Company’s business model for managing them. With
the exception of trade receivables that do not contain a significant financing component or for which
the Group and the Company have applied the practical expedient, the Group and the Company initially
measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through
profit or loss, transaction costs.
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. Financial assets with cash flows that are not SPPI are classified and measured at fair
value through profit or loss, irrespective of the business model.
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. Financial assets
are classified and measured at amortised cost are held within a business model with the objective to
hold financial assets in order to collect contractual cash flows while financial assets classified and
measured at fair value through OCI are held within a business model with the objective of both holding
to collect contractual cash flows and selling.
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.
76
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:-
At the reporting date, the Group and the Company carry only financial assets measured at amortised
costs on their statements of financial position.
Financial assets at amortised cost are subsequently measured using the effective interest (“EIR”)
method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset
is derecognised, modified or impaired. The Group’s and the Company’s trade and other receivables
excluding prepayments, amount due from subsidiary companies, cash and cash equivalents fall into
this category of financial instruments.
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 when:-
• The rights to receive cash flows from the asset have expired; or
• The Group and the Company have transferred their rights to receive cash flows from the asset
or have 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 has
transferred control of the asset.
When the Group and the Company have transferred their rights to receive cash flows from an asset or
has entered into a “pass-through” arrangement, they evaluate if, and to what extent, they have retained
the risks and rewards of ownership. When they have neither transferred nor retained substantially all
of the risks and rewards of the asset, nor transferred control of the asset, the Group and the Company
continue to recognise the transferred asset to the extent of their 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.
77
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Impairment
The Group recognises 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 expects 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, the Group applies a simplified approach in calculating ECLs. Therefore, the Group
considers a financial asset in default when contractual payments are 90 days past due. However, in
certain cases, the Group may also consider a financial asset to be in default when internal or external
information indicates that the Group is unlikely to receive the outstanding contractual amounts in full
before taking into account any credit enhancements held by the Group. A financial asset is written off
when there is no reasonable expectation of recovering the contractual cash flows.
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.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:-
At the reporting date, the Group and the Company carry only financial liabilities at amortised cost on
their statements of financial position.
After initial recognition, carrying amounts are subsequently measured at amortised cost using the 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 profit or loss.
The Group’s and the Company’s financial liabilities include trade and other payables excluding sales tax
payable and borrowings.
78
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged, cancelled or
expired. 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 profit or loss.
Financial assets and financial liabilities are offset and the net amount reported in the statements of
financial position if, and only if, there is a currently enforceable legal right to offset the recognised
amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities
simultaneously.
Cash and cash equivalents comprise cash on hand, bank balances, fixed deposits with licensed banks and
short-term demand deposits which are readily convertible to known amount of cash and which are subject to
an insignificant risk of changes in value.
For the purpose of the statements of financial position, cash and cash equivalents restricted to be used to
settle a liability of 12 months or more after the reporting date are classified as non-current assets.
At each reporting date, the Group and Company review the carrying amounts of its non-financial assets to
determine whether there is any indication of impairment by comparing its carrying amount with its recoverable
amount. Recoverable amount is the higher of an asset’s fair value less costs to sell 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).
In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to
the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to
its recoverable amount. Impairment losses recognised in respect of a cash-generating unit or groups of cash
generating units are allocated first to reduce the carrying amount of any goodwill allocated to those units or
group of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a
pro-rata basis.
Impairment losses of continuing operations are recognised in the profit or loss in those expense categories
consistent with the function of the impaired asset.
79
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
3.9 Leases
The Group assesses 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.
3.9.1 As lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Group recognises right-of-use assets representing the right
to use the underlying assets.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable
certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over
the shorter of the estimated useful life of the asset and the lease term.
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the
date the underlying asset is available for use). Right-of-use assets are measured at cost less
any accumulated depreciation and impairment losses, if any. The cost of right-of-use assets
consist of up-front payments to acquire long-term interests in the usage of land in Vietnam.
Right-of-use assets are depreciated on a straight line basis over the shorter of the lease term
and the estimated useful lives of the assets, as follows:-
The Group applies the short-term leases recognition exemption to its short-term leases (i.e.
those leases that have a lease term of 12 months or less from the commencement date and
do not contain a purchase option). It also applies the leases of low-value assets recognition
exemption to leases of that are considered to be of low value. Lease payments on short-term
leases and leases of low-value assets are recognised as expenses on a straight line basis
over the lease term.
3.9.2 As lessor
Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership
of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line
basis over the lease terms and is included in other income in the statement of profit or loss due to its
operating nature. Contingent rents are recognised as other income in the year in which they are earned.
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 equity instruments.
Retained earnings include all current year’s net profit and prior years’ retained earnings.
All transactions with the owners of the Company are recorded separately within equity.
Interim dividends on ordinary shares are accounted for in equity in the financial year in which they are declared
while final dividends are recognised in equity upon approval of the shareholders in general meeting.
80
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Wages, salaries, bonuses and social security contributions are recognised as expenses in the financial
year in which the associated services are rendered by the employees of the Group and the Company.
Short term accumulating compensated absences such as paid annual leave are recognised when
services are rendered by employees that increase their entitlement to future compensated absences,
and short term non-accumulating compensated absences such as sick leave are recognised when the
absences occurred.
Defined contribution plans are post-employment benefit plans under which the Group or the Company
pays fixed contributions into independent entities of funds and will have no legal or constructive
obligation to pay further contribution if any of the funds do not hold sufficient assets to pay all employee
benefits relating to employee services in the current and preceding financial years.
Such contributions are recognised as expenses in the profit or loss as incurred. As required by law,
companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”).
The Group operates a non-funded defined contribution scheme. The provision is made at contracted
rates for benefits that would become payable on the retirement or resignation of eligible employees and
is charged to the profit or loss in the financial year in which it is provided.
3.12 Revenue
Revenue is recognised as and when a performance obligation in the contract with customer is satisfied, i.e.
when the “control” of the goods or services underlying the particular performance obligation is transferred to
customer.
The Group recognises the revenue arising from services at a point in time unless one of the following overtime
criteria is met:-
(a) The customer simultaneously receives and consumes the benefits provided;
(b) The Group’s performance creates or enhances an asset that the customer control as the assets is created
or enhanced; or
(c) The Group’s performance does not create an asset with an alternative use and the Group has an
enforceable right to payment for performance completed to date.
A contract liability is the obligation to transfer goods or services to a customer for which the Company
has received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is recognised
when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as
revenue when the Company performs under the contract. The contract liability of the Group are included in
other payables.
The Group is in the business of developing, manufacturing and trading of industrial adhesives and sealants
and providing supporting products and services. Revenue from contracts with customers is recognised when
control of goods is transferred to the customer at an amount that reflects the consideration to which the
Company expects to be entitled in exchange of goods.
81
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Revenue from sale of goods is recognised at a point in time when control of the asset is transferred to
the customer, generally on delivery of goods.
Finance income is recognised as it accrues using the effective interest method in profit or loss.
Dividend income is recognised when the Company’s right to receive such payment is established,
which is generally when it approves the dividend declared by its subsidiary companies.
Rental income is recognised on a straight-line basis over the specific tenure of the leases.
Tax expenses comprise current tax and deferred tax and are recognised in profit or loss.
Current tax is the expected amount of income tax payable or receivable on the taxable income or loss
for the year, using tax rates enacted or substantively enacted by the reporting date and any adjustment
to tax payable in respect of previous years.
Current tax is recognised in the statements of financial position as a liability (or an asset) to the extent
that it is unpaid (or refundable).
Deferred tax is recognised using the liability method, providing for temporary differences between the
carrying amounts of assets and liabilities in the statements of financial position and their tax bases.
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes levied by the same tax authority on the same
taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be realised simultaneously.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised. Deferred tax assets are reviewed
at each reporting date and are reduced to the extent that it is no longer probable that the related tax
benefit will be realised.
82
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
3.14 Provisions
Provisions are recognised when there is a present legal or constructive obligation that can be estimated reliably,
as a result of a past event, when it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are not recognised for future operating losses.
Any reimbursement that the Group and the Company can be virtually certain to collect from a third party with
respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of
the related provision.
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 provisions are
reversed. Where the effect of the time 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 provisions due to the passage of time is recognised as a finance cost.
Borrowing costs are expensed in the period in which they incurred. Borrowing costs consist of interest and
other costs that the Company incurred in connection with the borrowing of funds.
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of
the Group’s other components. All operating segments’ operating results are reviewed regularly by the chief
operating decision maker to make decision about resources to be allocated to the segment and to assess its
performance and for which discrete financial information is available.
83
4. PROPERTY, PLANT AND EQUIPMENT
Office
furniture Capital
Freehold Plant and and Motor work-in-
land Buildings Renovation machinery equipment vehicles progress Total
Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
(CONT’D)
Cost
At 1 July 2021 4,560 23,607 908 36,843 2,483 3,019 298 71,718
Additions – – 3 478 – 563 1,647 2,691
Reclassifications – – – 1,168 86 – (1,254) –
Disposals – – – (2,116) (113) (487) – (2,716)
Foreign currency translation differences – 901 – 1,070 4 77 – 2,052
At 30 June 2022 4,560 24,508 911 37,443 2,460 3,172 691 73,745
Additions – – 7 1,160 200 114 313 1,794
Reclassifications – – – 853 2 – (855) –
Disposals – – – – (169) (3) – (172)
Written off – – – (300) (4) – – (304)
Acquisition of a subsidiary company – – – 42,082 5,386 407 – 47,875
Foreign currency translation differences – 904 – 1,063 38 79 – 2,084
At 30 June 2023 4,560 25,412 918 82,301 7,913 3,769 149 125,022
Accumulated depreciation
At 1 July 2021 – 4,672 102 15,345 1,284 1,927 – 23,330
Charge for the financial year – 635 18 1,821 197 316 – 2,987
Disposals – – – (2,116) (113) (358) – (2,587)
Foreign currency translation differences – 128 – 90 4 28 – 250
NOTES TO THE FINANCIAL STATEMENTS
At 30 June 2022 4,560 19,073 791 22,303 1,088 1,259 691 49,765
84
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Freehold land and buildings amounting to RM7,094,763 (2022: Nil) has been charged to a licensed bank to secure the
banking facilities granted to the Group.
5. INVESTMENT PROPERTIES
Group Freehold
land Building Total
RM’000 RM’000 RM’000
Cost
At 1 July 2021/30 June 2022/30 June 2023 10,851 1,544 12,395
Accumulated depreciation
At 1 July 2021 – 7 7
Charge for the financial year – 31 31
At 30 June 2022 – 38 38
Charge for the financial year – 31 31
At 30 June 2023 – 69 69
During the year, the freehold land and building were revalued by Henry Butcher Malaysia (SEL) Sdn. Bhd., an
independent professional valuer.
Comparison method and cost approach were adopted in arriving at the market value of the investment properties.
Comparison method entails sales price of comparable properties in close proximity are adjusted for differences in
key attributes such as location, size, building differences, improvements and amenities and time element. While
cost approach is based on an estimate of the current market value of land for its existing use, plus the current gross
replacement cost of improvements less allowances for physical deterioration.
In prior year, the market value at the reporting date was obtained from observable market information, determined
by reference to similar properties which had been sold. No independent valuation by professional valuer has been
performed on these investment properties.
2023 2022
RM’000 RM’000
85
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The following income/(expenses) are recognised in profit or loss in respect of investment properties:
Group
2023 2022
RM’000 RM’000
Freehold land and building amounting to RM12,325,957 (2022: Nil) has been charged to a licensed bank to secure the
banking facilities granted to the Group.
6. RIGHT-OF-USE ASSETS
Cost
At 1 July 2021 – – 7,158 7,158
Foreign currency translation differences – – 442 442
Accumulated amortisation
At 1 July 2021 – – 724 724
Charge for the financial year – – 193 193
Foreign currency translation differences – – 53 53
86
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
7. SUBSIDIARY COMPANIES
Company
2023 2022
RM’000 RM’000
165,762 80,512
The Company conducted an impairment review of its investment in subsidiary company at the reporting date, which
had impairment indicators. The review involved comparison of its carrying amount against its recoverable amounts
which was determined based on value in use. The review gave rise to the recognition of impairment losses in the
subsidiary company which mainly due to the decline of their recoverable amounts.
The recoverable amounts have been determined based on a value in use calculation using cash flow projections
covering a nine-years period of rental receivable by renting out the land use right. The discount rate applied to the
cash flow projections was 4.30%.
The recoverable amounts of the subsidiary company was compared to its total carrying amounts. The management
of the subsidiary company believe that no reasonable possible change in any of the key assumptions would cause
the carrying values to materially exceed its recoverable amounts.
Principal
place of Effective
Name of company business interest Principal activities
2023 2022
% %
Techbond (Vietnam) Vietnam 100 100 Manufacturing and trading industrial adhesives
Co. Ltd. * and providing supporting products and services.
Techbond (Sabah) Malaysia 100 100 Selling and marketing of industrial adhesives
Sdn. Bhd. and sealants. However, the Company had
temporarily ceased its business operation since
previous financial year.
87
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Principal
place of Effective
Name of company business interest Principal activities
2023 2022
% %
On 10 May 2023, the Company further subscribed for 30,363,000 ordinary shares in Techbond International Sdn. Bhd.
for a total cash consideration of RM30,363,000.
Acquisition of subsidiaries
On 27 December 2022, the Company has entered into a share sale agreement in relation to the acquisition of entire
equity interest in Malayan Adhesives and Chemicals Sdn. Bhd. for a total consideration of RM57,248,073 which have
been completed in the current financial year.
88
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The fair value of the property, plant and equipment resulted in gain on bargain purchase which has been recognised
in the profit or loss and the effect of the acquisition on the financial position of the Group as at the date of acquisition
are as follows:
2023
RM’000
8. OTHER RECEIVABLES
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Non-current
Non-trade receivables 93 29 – –
Current
Non-trade receivables 4,177 4,871 – –
Deposits 240 215 – –
Prepayments 2,598 1,322 29 29
7,015 6,408 29 29
89
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
9. INVENTORIES
Group
2023 2022
RM’000 RM’000
At carrying amount:-
Raw materials 23,327 30,639
Packing materials and spare parts 2,291 441
Work-in-progress 3,769 1,684
Finished goods 6,474 5,663
Goods in transit 2,330 5,600
38,191 44,027
Group
2023 2022
RM’000 RM’000
24,547 18,243
The Group’s normal trade credit terms range from 1 to 120 days (2022: 1 to 120 days).
The amount due from subsidiary companies are non-trade in nature, unsecured, bear no interest and receivable on
demand except for:
(i) Nil (2022: RM10,278,812) which is receivable by annual instalments of 20 years with first instalment
commencing on 31 August 2021 and bears interest rate of Nil (2022: 3.42%) per annum; and
(ii) Nil (2022: RM12,137,044) which is receivable by annual instalments of 1 year to 5 years with first instalment
commencing on 30 June 2023 and bears interest rate of Nil (2022: 2.25%) per annum.
90
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Fixed deposits with licensed banks bear interest rates ranging from 4.60% to 9.00% (2022: 3.20%) per annum with
maturity period ranging from 1 months to 6 months (2022: Nil).
Short-term demand deposits represent investment in trust funds managed by licensed investment management
companies. They earned interest at prevailing market rates with no fixed maturity period, allow prompt redemption
on demand.
The holders of ordinary 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.
On 2 March 2020, the Company issued 114,999,999 units of free warrants (“the Warrants”) on the basis of one (1)
warrant for every two (2) existing ordinary shares held by the shareholders.
In prior year, the issued and fully paid-up ordinary share capital was increased from RM143,820,975 to RM143,825,318
by the issuance of 13,162 new ordinary shares pursuant to the exercise of Warrants at an exercise price of RM0.33
each.
(a) each of the Warrant entitles the registered holder at any time during the exercise period to subscribe for one
new ordinary share in the Company at an exercise price of RM0.33 (2022: RM0.33);
(b) the Warrants shall be exercisable at any time within 5 years commencing on and including the date of the
issuance of the Warrants. Any Warrants which are not exercised during the exercise period shall thereafter
lapse and cease to be valid;
(c) the exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share
capital of the Company in accordance with the provisions set out in the deed poll; and
(d) all new ordinary shares to be issued arising from the exercise of the Warrants shall rank pari passu in all
respects with the existing ordinary shares of the Company except that such new ordinary shares shall not be
entitled to any dividends, rights, allotments and other distributions on or prior to the date of allotment of the
new ordinary shares arising from the exercise of the Warrants.
91
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Group
2023 2022
RM’000 RM’000
The components of deferred tax liabilities are made up of tax effects on temporary differences arising from:-
Group
2023 2022
RM’000 RM’000
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Non-current
Provision for gratuity 43 – – –
Current
Non-trade payables 2,011 519 15 25
Accruals 1,663 1,110 121 163
Deposits 194 176 – –
Sales tax payable 45 44 – –
Contract liabilities 250 – – –
92
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
16. BORROWINGS
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Secured
Non-current
- Term loans 22,811 – – –
Current
- Term loans 1,485 – – –
24,296 – – –
(a) First party legal charge over the freehold lands and buildings and of the Group as disclosed in Notes 4 and 5 to
the financial statements;
(b) Assignment of rental agreement;
(c) Facility agreement; and
(d) Corporate guarantee by the Company
The term loans bear interest at rate of 2.42% (2022: Nil) below the bank’s base lending rate and are repayable by 240
equal monthly installments.
The normal trade credit terms granted by trade payables range from 1 to 120 days (2022: 1 to 120 days) and are non-
interest bearing.
18. REVENUE
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Type of revenue
Sale of goods and services 108,947 85,125 – –
Dividend income from subsidiary companies – – 7,000 17,290
93
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Group
2023 2022
RM’000 RM’000
Segments
Type of goods and services
Industrial adhesives and sealants 104,273 81,376
Supporting products and services 4,674 3,749
108,947 85,125
Group
2023 2022
RM’000 RM’000
Geographical markets
Malaysia 31,295 21,645
Vietnam 43,038 39,165
Indonesia 17,506 15,609
China 2,074 1,733
Others 15,034 6,973
108,947 85,125
Revenue of the Group is recognised when the goods are transferred or services are rendered at a point in time.
The performance obligation represents sales of industrial adhesives, sealants and rendering of supporting
products and services and is satisfied upon delivery of goods and services rendered to the customers.
94
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Profit before taxation has been determined after charging/(crediting), amongst others the following items:-
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Auditors’ remuneration
Grant Thornton Malaysia PLT (“GTM”)
- statutory audit 145 105 54 46
- assurance-related services 6 6 6 6
- non-assurance-related services 4 – – –
GTM member firms
- statutory audit 50 47 – –
- other services 114 19 77 2
Amortisation of right-of-use assets 624 193 – –
Depreciation of property, plant and equipment 3,686 2,987 – –
Depreciation of investment properties 31 31 – –
Finance income (1,071) (555) (972) (1,015)
Gain on disposal of property,
plant and equipment (44) (1,250) – –
Impairment loss on investment
in a subsidiary company* – – 2,362 15,423
Impairment loss on trade receivables 69 133 – –
Written off of trade receivables 20 – – –
Rental of premises - short-term leases 178 147 – –
Rental income (724) (706) – –
Net realised gain on foreign exchange (1,197) (45) – –
Net unrealised gain on foreign exchange (1,412) (3,124) (27) (18)
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Income tax:
- Current year provision 1,826 1,688 106 141
- Overprovision in prior year (149) (26) – –
Deferred tax:
- Current year provision 113 194 – –
- Overprovision in prior year (30) (1) – –
Malaysian income tax is calculated at the statutory rate of 24% (2022: 24%) of the estimated assessable profit for the
financial year.
95
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
A reconciliation of income tax expenses applicable to profit before taxation at statutory tax rate and effective tax
expenses of the Group and of the Company are as follows:-
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Deferred tax assets have not been recognised in respect of the following item due to uncertainty of its recoverability: -
Group
2023 2022
RM’000 RM’000
Deferred tax assets have not been recognised in respect of the unabsorbed business losses as it is not probable that
whether sufficient future taxable profits will be available against which unrecognised temporary differences can be
utilised.
The unabsorbed business losses of the Group mainly arising from a foreign subsidiary and will only be available to
carry forward for a period of 5 to 10 (2022: 5 to 10) consecutive years. Upon expiry, the unabsorbed business losses
will be disregarded.
Group
2023 2022
RM’000 RM’000
3,445 3,355
96
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
21.1 Basic
The basic earnings per ordinary share has been calculated based on the net profit attributable to ordinary equity
holders of the Company divided by the weighted average number of ordinary shares in issue during the financial
year:-
Group
2023 2022
Net profit attributable to ordinary equity holders of the Company (RM’000) 11,008 11,198
21.2 Diluted
For the purpose of calculating diluted earnings per ordinary share, the net profit for the financial year attributable
to ordinary equity holders of the Company and the weighted average number of ordinary shares in issue during
the financial year have been adjusted for the dilutive effects of all potential ordinary shares arising consequent
to the exercise of Warrants:
Group
2023 2022
Net profit attributable to ordinary equity holders of the Company (RM’000) 11,008 11,198
561,558 585,526
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
97
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The details of Directors’ remuneration and other key management personnels are as follows:-
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
Executive Directors:-
Directors of the Company
Directors’ fees – 216 – 216
Salaries, bonus and other emoluments 3,057 2,682 – –
Defined contribution plan 261 208 – –
Non-executive Directors:-
Directors’ fees 228 228 228 228
Other benefits 18 18 18 18
The significant related party transactions of the Group and of the Company are as follows:-
Group Company
2023 2022 2023 2022
RM’000 RM’000 RM’000 RM’000
The Directors of the Group and of the Company are of the opinion that the above transactions were entered into in
the normal course of business and were established under negotiated basis.
98
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The outstanding balances of related parties of the Company at the reporting date are disclosed in Note 11 to the
Financial Statements.
Key management personnels include all Directors of the Group and of the Company and member of key management
personnel of the Group and of the Company.
The remunerations of the Directors and other key management personnel are disclosed in Note 22 to the Financial
Statements.
Key management personnels are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group either directly or indirectly.
Group
2023 2022
RM’000 RM’000
Capital expenditure
Authorised and contracted for:
- Extension and renovation of factory complex 7 –
- Shah Alam factory complex – 424
- Property, plant and equipment 71 –
78 424
The Group is principally involved in developing, manufacturing and trading of industrial adhesives, sealants and
providing supporting products and services.
Due to the interrelated nature of developing, manufacturing and trading of industrial adhesives and sealants
and similar operational characteristics of managing the same field, management believes that it is overseeing
a single reportable segment.
Hence, the Group does not present its results by industry or products segment.
99
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
Non-current assets are determined according to the countries where they are located.
Group
2023 2022
RM’000 RM’000
117,413 68,781
There is only one (2022: one) major customer with revenue equal or more than 10% (2022: 10%) of the Group’s
revenue which is amounted to RM17,505,825 (2022: RM15,608,631).
The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. Financial risk management policies are established to ensure that adequate resources are
available for the development of the Group’s and of the Company’s business whilst managing its risks. The
Group and the Company operate within clearly defined policies and procedures that are approved by the Board
of Directors to ensure the effectiveness of the risk management process.
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows:-
Credit risk is the risk of a financial loss to the Group and the Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations.
It is the Group’s and the Company’s policy to enter into financial instrument with a diversity of creditworthy
counterparties. The Group and the Company do not expect to incur material credit losses of its financial
assets or other financial instruments.
Concentration of credit risk exists when changes in economic, industry and geographical factors similarly
affect the group of counterparties whose aggregate credit exposure is significant in relation to the Group’s
and the Company’s total credit exposure. The Group’s and the Company’s portfolio of financial instrument
is broadly diversified and transactions are entered into with diverse creditworthy counterparties, thereby
mitigate any significant concentration of credit risk.
100
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
It is the Group’s and the Company’s policy that all customers who wish to trade on credit terms are
subject to credit verification procedures. The Group and the Company do not offer credit terms without
the approval from the management.
Following are the areas where the Group and the Company are exposed to credit risk:-
Trade receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristic of each customer.
However, management also considers the factors that may influence the credit risk of its customer base,
including the default risk associated with the industry and country in which the customer operates.
A credit rating assessment and impairment analysis are performed at each reporting date to measure
expected credit losses (“ECL”). Generally, trade receivables are written off if the Directors deem them as
uncollectable. The maximum exposure to credit risk at the reporting date is the carrying value of each
class of financial assets. Collateral is considered in the calculation of impairment. At the reporting date,
none of the Group’s trade receivables is covered by collateral.
The Group uses a provision matrix to measure ECL of trade receivables except for invoices which are past
due for more than 90 days. The Group assessed the risk of each customer individually based on their
credit ratings if overdue more than 90 days.
Set out below is the information about the credit risk exposure and ECL for the Group’s trade receivables
using provision matrix:-
Gross
carrying Loss Net
amount allowances balances
RM’000 RM’000 RM’000
Group
2023
Collectively impaired
Not past due 4,630 – 4,630
Past due for 1 to 30 days 8,299 – 8,299
Past due for 31 to 60 days 3,932 – 3,932
Past due for 61 to 90 days 1,357 – 1,357
Past due for more than 90 days 6,329 – 6,329
24,547 – 24,547
Credit impaired
Individually impaired 1,253 (1,253) –
101
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
Following are the areas where the Group and the Company are exposed to credit risk (Cont’d):-
Set out below is the information about the credit risk exposure and ECL for the Group’s trade receivables
using provision matrix (Cont’d):-
Gross
carrying Loss Net
amount allowances balances
RM’000 RM’000 RM’000
Group (Cont’d)
2022
Collectively impaired
Not past due 1,480 – 1,480
Past due for 1 to 30 days 10,136 – 10,136
Past due for 31 to 60 days 3,786 – 3,786
Past due for 61 to 90 days 1,634 – 1,634
Past due for more than 90 days 1,207 – 1,207
18,243 – 18,243
Credit impaired
Individually impaired 1,138 (1,138) –
Receivables that are individually determined to be credit impaired at the financial year end relate to
debtors who are in significant financial difficulties and had defaulted in payments.
In respect of trade receivables, the Group is not exposed to any significant credit risk exposure to any
single counterparty or any company of counterparties having similar characteristics other than 13%
(2022: 16%) of the trade receivables are due from one (2022: one) customer.
Trade receivables consist of a large number of customers in various backgrounds. Based on historical
information about customer’s default rates, the management considers the credit quality of trade
receivables that are not past due or impaired to be good.
The net carrying amount of trade receivables is considered a reasonable approximation of fair value.
102
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
The credit risk for cash and cash equivalents is considered negligible since the counterparties are
reputable banks with high quality external credit ratings.
The maximum exposure to credit risk is represented by their carrying amounts in the statement of
financial position.
The Company provides unsecured advances to subsidiary companies and monitors their results regularly.
As at the reporting date, there was no indication that the advances to the subsidiary companies are not
recoverable.
Liquidity risk is the risk that the Group and the Company will not be able to meet its financial obligations
as and when they fall due, due to shortage of funds.
The Group and the Company seek to ensure all business units maintain optimum levels of liquidity at all
times, sufficient for their operating, investing and financing activities.
In managing its exposures to liquidity risk arises principally from its various payables, loans and
borrowings, the Group and the Company maintain a level of cash and cash equivalents and bank facilities
deemed adequate by the management to ensure, as far as possible, that they will have sufficient liquidity
to meet its liabilities as and when they fall due.
The Group and the Company aim at maintaining a balance of sufficient cash and deposits and flexibility in
funding by keeping diverse sources of committed and uncommitted credit facilities from various banks.
103
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
As at the reporting date, the contractual undiscounted repayment obligations (including interest
payments) of the Company’s non-derivative financial liabilities are summarised below:-
More
Carrying Contractual Less than Between than
amount cash flows 1 year 1 to 5 years 5 years
RM’000 RM’000 RM’000 RM’000 RM’000
Group
2023
Trade payables 9,762 9,762 9,762 – –
Other payables (exclude
sales tax payable) 4,118 4,118 4,118 – –
Borrowings 24,296 32,807 2,501 10,005 20,301
Company
2023
Other payables (exclude
sales tax payable) 136 136 136 – –
In prior year, the maturity profile of all the financial liabilities of the Group and the Company based on the
contractual undiscounted repayment obligations is less than a year.
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates.
The Group’s and the Company’s fixed rate instruments are exposed to a risk of change in its fair value due
to changes in interest rates. The Group’s and the Company’s variable rate instruments are exposed to a
risk of change in cash flows due to changes in interest rates.
The Group’s interest rate management objective is to manage the interest expenses to be consistent with
maintaining an acceptable level of exposure to interest rate fluctuation. In order to achieve this objective,
the Group targets a mix of fixed and floating debts based on assessment of its existing exposure and
desired interest rate profile.
104
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
The interest rate profile of the Company’s significant interest-bearing financial instrument based on
carrying amounts as at the end of the reporting year is as follows:
2023 2022
RM’000 RM’000
Group
Fixed rate instruments
Financial assets
Fixed deposits with licensed banks 11,467 –
Financial liabilities
Borrowings (24,296) –
(17,718) 26,510
The following table illustrates the sensitivity of profit/equity to a reasonably possible change in interest
rates of +/- 0.5%. These changes are considered to be reasonably possible based on observation of
current market conditions. The calculations are based on a change in the average market interest rate
for each period, and the financial instruments held at each reporting date that are sensitive to changes in
interest rates. All other variables are held constant.
Increase/(Decrease)
Net profit/equity for
the financial year
RM’000 RM’000
+0.5% -0.5%
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or
loss. Therefore, a change in interest rates as at reporting date would not affect profit or loss.
105
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
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 Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency
other than the functional currency of the Group. The currency giving rise to this is primarily United States
Dollar (“USD”) and Euro (“EUR”).
The Group’s exposure to foreign currency risk, based on carrying amounts as at the end of the reporting
period are as follows:
2023 2022
RM’000 RM’000
Denominated in USD
Cash and bank balances 3,432 3,099
Trade receivables 5,192 3,778
Trade payables (3,297) (5,502)
Other payables – (80)
5,327 1,295
Denominated in Euro
Cash and bank balances 1 –
Trade receivables 652 –
653 –
Exposures to foreign exchange rates vary during the financial year depending on the volume of overseas
transactions. Nonetheless, the analysis above is considered to be representative of the Group’s exposure
to foreign currency risk.
106
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The main areas of financial risks faced by the Group and the Company and the policies in respect of the major
areas of treasury activity are set out as follows (Cont’d):-
The Group’s exposure to foreign currency risk, based on carrying amounts as at the end of the reporting
period are as follows (Cont’d):
The following table demonstrates the sensitivity of the Group’s net profit/equity for the financial year to
a reasonably possible change in the USD and Euro against the functional currency of the Group, with all
other variables held constant:-
Increase/(decrease)
Net profit/equity for the
financial year
2023 2022
RM’000 RM’000
USD/RM
- Strengthened (0.3%) (2022: 0.3%) 16 4
- Weakened (0.3%) (2022: 0.3%) (16) (4)
Euro/RM
- Strengthened (0.9%) (2022: Nil) 6 –
- Weakened (0.9%) (2022: Nil) (6) –
The carrying amounts of financial assets and liabilities of the Group and of the Company at the reporting date
approximate their fair values due to their short-term nature and/or insignificant impact of discounting.
No fair value hierarchy is disclosed as the Group and the Company do not have financial instruments measured
at fair value.
At At
1 July Repayment Drawdown 30 June
RM’000 RM’000 RM’000 RM’000
2023
Borrowings – (28,204) 52,500 24,296
107
NOTES TO THE FINANCIAL STATEMENTS
(CONT’D)
The Group’s objective when managing capital is to maintain a strong capital base and safeguard the Group’s ability
to continue as a going concern, so as to maintain investors, creditors and market confidence and to sustain future
development of the business.
The Group sets the amount of capital in proportion to its overall financing structure, that are equity and financial
liabilities. The Group manages the capital structure and makes adjustments to it in the light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,
the Company may adjust the amount of dividends pay to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debts. There were no changes in the Group’s approach to capital management during
the financial year.
108
LIST OF
PROPERTIES
Approximate
Description age of
of Property/ Registered Land Area Date of building NBV
Postal Address Existing Use Owner (Sq.mt) Tenure Purchase (Years) RM(‘000)
No.34 & 36, Jalan Anggerik Industrial/ Techbond 10,468 Freehold Lot 36- 23 6,668
Mokara 31/59, Factory, Manufacturing 22/6/1998 15
Kota Kemuning, Warehouse and Sdn. Bhd. Lot 34 -
Seksyen 31, Office Premise 24/6/1999
40460 Shah Alam,
Selangor Darul Ehsan.
No.30, Jalan Anggerik To earn rentals Techbond 4,803 Freehold Lot 30 - 19 12,326
Mokara 31/59, Kota and for capital Manufacturing 01/04/21
Kemuning, Seksyen 31, appreciation. Sdn. Bhd.
40460 Shah Alam, Selangor
Darul Ehsan.
No. 9 Jalan Utas 15/7, Industrial/ Malayan 33,946 Leasehold 21/7/1970 49 4,462
Section 15, 40200 Factory, Adhesives and expiring 7 26
Shah Alam, Selangor Warehouse and Chemicals June 2069 15
Office Premise Sdn. Bhd.
109
ANALYSIS OF
SHAREHOLDINGS
AS AT 27 SEPTEMBER 2023
SHARE CAPITAL
* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.
* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.
110
ANALYSIS OF SHAREHOLDINGS
(CONT’D)
111
ANALYSIS OF
WARRANT HOLDINGS
AS AT 27 SEPTEMBER 2023
* Deemed interested by virtue of his interests in Sonicbond Sdn Bhd pursuant to Section 8(4) of the Companies Act 2016.
112
ANALYSIS OF WARRANT HOLDINGSS
113
NOTICE OF THE
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Seventh Annual General Meeting (“7th AGM”) of Techbond Group Berhad (“the
Company”) will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room, Unit
32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur,
Malaysia on Wednesday, 29 November 2023 at 10.00 a.m. for the following purposes:
AGENDA
1. To receive the Audited Financial Statements for the financial year ended 30 June 2023
together with the Directors’ and Auditors’ Reports.
2. To approve the payment of the final single tier dividend of 0.75 sen per ordinary share in (Ordinary Resolution 1)
respect of the financial year ended 30 June 2023.
3. To re-elect the following Directors retiring in accordance with Clause 127 of the
Constitution of the Company and being eligible, have offered themselves for re-election:
4. To approve the payment of Directors’ fees to the following Directors for the financial
year ending 30 June 2024:
5. To approve the payment of Directors’ benefits of up to RM18,000.00 for the financial (Ordinary Resolution 7)
period from 1 January 2024 until the next Annual General Meeting of the Company.
6. To re-appoint Grant Thornton Malaysia PLT as Auditors of the Company for the ensuing (Ordinary Resolution 8)
year and to authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To consider and if thought fit, to pass, with or without modifications, the following resolutions:
7. Waiver of Pre-emptive Rights pursuant to Section 85 of the Companies Act, 2016 (“the (Special Resolution 1)
Act”)
“THAT the shareholders of the Company do hereby waive their statutory pre-emptive
rights to be offered new shares ranking equally to the existing issued shares of the
Company pursuant to Section 85 of the Act, read together with Clause 15 of the
Constitution of the Company.
THAT the Directors be and are hereby authorised to issue any new shares (including
rights or options over subscription of such shares) and with such preferred, deferred, or
other special rights or such restrictions, whether with regard to dividend, voting, return
of capital, or otherwise, for such consideration and to any person as the Directors may
determine subject to passing Ordinary Resolution 8 – Authority to Issue and Allot Shares
of the Company pursuant to Sections 75 and 76 of the Act.”
114
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)
8. Proposed Renewal of Authority to Issue and Allot Shares Pursuant to Sections 75 and (Ordinary Resolution 9)
76 of the Companies Act, 2016 (“the Act”)
“THAT pursuant to Sections 75 and 76 of the Act, Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”) (“Listing Requirements”) and
the approval of the relevant regulatory authorities, where such approval is required, the
Directors of the Company be and are hereby authorised to issue and allot shares in the
capital of the Company, grant rights to subscribe for shares in the Company, convert
any securities into shares in the Company, or allot shares under an agreement or option
or offer (“New Shares”) from time to time, at such price, to such persons and for such
purposes and upon such terms and conditions as the Directors may in their absolute
discretion deem fit, provided that the aggregate number of such New Shares to be
issued, to be subscribed under any rights granted, to be issued from conversion of any
security, or to be issued and allotted under an agreement or option or offer, pursuant to
this resolution, when aggregated with the total number of any such shares issued during
the preceding 12 months does not exceed 10% of the total number of issued shares
(excluding any treasury shares) of the Company (“Proposed Mandate”).
THAT such approval on the Proposed Mandate shall continue to be in force until:
a. the conclusion of the next Annual General Meeting of the Company held after the
approval was given;
b. the expiration of the period within which the next Annual General Meeting of the
Company is required to be held after the approval was given; or
THAT the Directors of the Company be and are hereby also empowered to obtain the
approval from Bursa Securities for the listing of and quotation for such New Shares on
the Main Market of Bursa Securities.
THAT authority be and is hereby given to the Directors of the Company, to give effect
to the Proposed Mandate with full powers to assent to any conditions, modifications,
variations and/or amendments as they may deem fit in the best interest of the Company
and/or as may be imposed by the relevant authorities.
AND FURTHER THAT the Directors of the Company, be and are hereby authorised to
implement, finalise, complete and take all necessary steps and to do all acts (including
execute such documents as may be required), deeds and things in relation to the
Proposed Mandate.”
9. To transact any other business of which due notice shall have been given in accordance
with the Companies Act, 2016 and the Constitution of the Company.
115
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)
NOTICE IS ALSO HEREBY GIVEN THAT the final dividend of 0.75 sen per ordinary share held in the Company, if approved,
will be paid on 15 December 2023 to shareholders whose names appear in the Record of Depositors at the close of
business on 1 December 2023.
A Depositor shall qualify for entitlement to the final single tier dividend only in respect of:
a) shares transferred into the depositor’s securities account before 4:30 p.m. on 1 December 2023 in respect of ordinary
transfers; and
b) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
Kuala Lumpur
30 October 2023
NOTES:
i. The 7th AGM will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room,
Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala
Lumpur, Malaysia and via the Remote Participation and Voting (“RPV”) facilities provided by Tricor Investor & Issuing
House Services Sdn Bhd (“Share Registrar”, or “Tricor” or “TIIH”) via its TIIH Online website at https://tiih.online.
The broadcast venue of the 7th AGM 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 at the main venue. NO SHAREHOLDERS/PROXY(IES) WILL BE
ALLOWED TO BE PHYSICALLY PRESENT AT THE BROADCAST VENUE.
ii. Members are to attend, speak (including posing questions to the Board via real time submission of typed texts) and
vote (collectively, “participate”) remotely at the 7th AGM via RPV facilities. Please read the Administrative Guide for
the 7th AGM of the Company for details on the registration process and procedures for RPV facilities to participate
remotely at the 7th AGM of the Company.
iii. A member of a Company shall be entitled to appoint another person as his proxy to exercise all or any of his rights to
attend, participate, speak and vote at meeting of members of the Company. A member may appoint not more than two
(2) proxies in relation to a meeting, provided that the member specifies the proportion of the member’s shareholdings
to be represented by each proxy. A proxy may but need not be a member of the Company.
iv. Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act, 1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it
holds with ordinary shares of the Company standing to the credit of the said securities account.
v. For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies
which the exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised
nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions
of subsection 25A(1) of SICDA.
116
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)
NOTES: (Cont’d)
vi. Where a member or the authorised nominee appoints more than two (2) proxies, or where an exempt authorised
nominee appoints more than one (1) proxy in respect of each omnibus account to attend and vote at the same meeting,
the appointments shall be invalid unless the proportion of shareholdings to be represented by each proxy is specified
in the instrument appointing the proxies.
vii. The instrument appointing a proxy shall be in writing signed by the appointor or by his attorney who is authorised in
writing. In the case of a corporation, the instrument appointing proxy(ies) must be made either under its common seal
or signed by an officer or an attorney duly authorised.
viii. The instrument appointing a proxy either in writing or in electronic form shall be deposited at 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 its Customer Service Centre at Unit
G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
or via TIIH Online at https://tiih.online not less than forty-eight (48) hours before the time set for the meeting or any
adjournment thereof. Kindly refer to the Administrative Guide for further information on electronic submission of proxy
form.
ix. Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the share
registrar in accordance with Note (viii) above not less than forty-eight (48) hours before the time appointed for holding
the Annual General Meeting (“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.
x. For a corporate member who has appointed a representative, please deposit the ORIGINAL OR DULY CERTIFIED
certificate of appointment with the share registrar in accordance with Note (viii) above. The certificate of appointment
should be executed in the following manner:
a. 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.
b. 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:
1. at least two (2) authorised officers, of whom one (1) shall be a director; or
2. any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.
xi. For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall
be requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 23
November 2023 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the
meeting or appoint proxy(ies) to attend and vote in his/her stead.
This item is meant for discussion only. The provisions of Section 340(1)(a) of the Companies Act, 2016 require that
the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company
at its AGM. As such, this Agenda item is not a business which requires a resolution to be put to vote by shareholders.
117
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)
The Board of Directors through its Nomination Committee (“NC”) had assessed and supported the re-election of the
retiring Directors, Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng. The NC had conducted the annual
Board Effectiveness Assessment (“BEA”), in the areas of performance, contribution to interaction, quality of input,
understanding of their roles and independence of Independent Directors. A fit and proper assessment was also
conducted by the NC on the Directors who are standing for re-election under Clause 127 of the Constitution to ensure
that they have the essential quality and integrity as well as the relevant character, experience, competence, time and
commitment to discharge their roles as Directors.
Based on the results of the BEA, the Board of Directors concluded that the performance of the retiring Directors was
satisfactory and that they met the Board’s expectation in the discharge of their duties and responsibilities. They have
relevant experience, skills, expertise and finance knowledge that are beneficial to the Company. They also devote
adequate time in discharging their duties and responsibilities as Directors, work constructively with other Board
members, attend meetings with well preparation and will continue to bring value and insights to the Board.
The retiring Directors, being eligible, have offered themselves for re-election at the 7th AGM. The profiles of Directors
standing for re-election are set out on pages 4 to 8 of the Annual Report 2023. All Directors standing for re-election
have abstained from deliberations and decisions on their own eligibility to stand for re-election at the 7th AGM of the
Company.
This resolution is to facilitate the payment of Directors’ fees on a current financial year basis, calculated based on the
current board size. In the event the Directors’ fees proposed are insufficient (due to enlarged Board size), approval
will be sought at the next AGM for additional fees to meet the shortfall.
This resolution is to facilitate payment of Directors’ benefits for the period from 1 January 2024 until the next AGM
of the Company. In the event the Directors’ benefits proposed are insufficient (e.g. due to more meetings or enlarged
Board size), approval will be sought at the next AGM for additional fees to meet the shortfall.
Directors’ benefits include allowances for travel and training programmes for Directors and other emoluments
payable to Directors. In determining the estimated total, the Board had considered various factors including the
number of scheduled meetings for the Board and Board Committees and covers the period from 1 January 2024 until
the next AGM of the Company (the due date for which the next AGM should be held).
The Board had at its meeting held on 23 August 2023 approved the recommendation of the Audit and Risk Management
Committee (“ARMC”) to re-appoint Grant Thornton Malaysia PLT as auditors of the Company. The Board and ARMC
collectively agreed that Grant Thornton Malaysia PLT has met the relevant criteria prescribed by Paragraph 15.21 of
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad.
The Special Resolution is pertaining to the waiver of pre-emptive rights granted to the shareholders pursuant to
Section 85 of the Companies Act, 2016. By voting in favour of the Special Resolution, the shareholders of the
Company would be waiving their statutory pre-emptive right.
The Special Resolution, if passed, would allow the Directors to issue new shares to any person under the Proposed
Mandate without having to offer the new Company shares to be issued equally to all existing shareholders of the
Company prior to issuance.
118
NOTICE OF THE ANNUAL GENERAL MEETING
(CONT’D)
g. Proposed Renewal of Authority to Issue and Allot Shares pursuant to Sections 75 and 76 of the Companies Act, 2016
The proposed ordinary resolution, if passed, will empower the Directors of the Company to issue and allot ordinary
shares of the Company from time to time and to grant rights to subscribe for shares in the Company, convert any
securities into shares in the Company, or allot shares under an agreement or option or offer, provided that the
aggregate number of shares allotted pursuant to this resolution does not exceed 10% of the total number of issued
shares (excluding treasury shares) of the Company (“Proposed Mandate”).
The authority for the Proposed Mandate will, unless revoked or varied by the Company in a general meeting, expire
at the conclusion of the next AGM or the expiration of the period within which the next AGM is required by law to be
held, whichever is earlier.
This proposed Resolution is a renewal of the previous year’s mandate. The mandate is to provide flexibility to the
Company to issue new securities without the need to convene separate general meeting to obtain its shareholders’
approval so as to avoid incurring additional costs and time.
The purpose of this general mandate, if passed, will enable the Directors to take swift action in case of a need to
issue and allot new shares in the Company for fund raising exercise including but not limited to further placement
of shares for purpose of funding current and/or future investment projects, working capital, acquisitions and/or for
issuance of shares as settlement of purchase consideration, or other circumstances arise which involve grant of
rights to subscribe for shares, conversion of any securities into shares, or allotment of shares under an agreement or
option or offer, or such other application as the Directors may deem fit in the best interest of the Company.
As at the date of this notice, the Company did not implement its proposal for new allotment of shares under
the Proposed Mandate pursuant to Sections 75 and 76 of the Companies Act, 2016 which was approved by the
shareholders at the 6th AGM held on 22 December 2022 and will lapse at the conclusion of the 7th AGM to be held on
29 November 2023. As at the date of this notice, there is no decision to issue new shares. Should there be a decision
to issue new shares after the Proposed Mandate is sought, the Company will make an announcement of the actual
purpose and utilisation of proceeds arising from such issuance of shares.
119
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of
Bursa Malaysia Securities Berhad)
1. The Directors who retire in accordance with Clause 127 of the Constitution of the Company and being eligible to offer
themselves for re-election at 7th AGM are Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng.
The profile of the Directors who are standing for re-election as per Agenda 2 of the Notice of the 7th AGM are as
follows:
Ordinary Resolution 1
Pn Selma Enolil Binti Mustapha Khalil (“Pn Selma”), a Malaysian, aged 52, is our Independent Non-Executive Director.
She was appointed to our Board on 2 January 2018.
She is a member of the Audit and Risk Management Committee, Remuneration Committee and Nomination
Committee.
She graduated from University of Wales, Aberystwyth with a Bachelor of Laws in 1994. She obtained her Certificate
in Legal Practice in 1995 and was called to the Malaysian Bar as an Advocate and Solicitor in 1996.
In 1996, she started her career as an Advocate and Solicitor with Messrs Abu Talib Shahrom & Zahari. She joined TNB
Remaco Sdn Bhd as a legal executive in 1998. She resumed practising law as an Advocate and Solicitor with Messrs
Raslan Loong in 2000. She co-founded Messrs Enolil Loo, Advocates and Solicitors in 2003, in which she is currently
a Partner.
She presently sits on the board of directors of Selangor Dredging Berhad, Powerwell Holdings Berhad and Unique Fire
Holdings Berhad, all of which are public companies listed on Bursa Malaysia Securities Berhad.
In Selangor Dredging Berhad, she is a Member of the Audit Committee, Nomination Committee, and Remuneration
Committee. In Powerwell Holdings Berhad, she is the Chairman of the Audit and Risk Management Committee and
a Member of the Nomination Committee and Remuneration Committee. In Unique Fire Holdings Berhad, she is the
Independent Non-Executive Chairperson of the Board. She is also a director and trustee of Ericsen Foundation.
As at the date of the Annual Report 2023, Pn Selma holds 225,000 Ordinary Shares in Techbond. Apart from this, she
does not hold any other securities in the Group.
Pn Selma has no family relationship with any Director and/or major shareholder of the Group. In addition, she has no
business or other relationship which could materially pose a conflict of interest or interfere with the exercise of her
judgement when acting in the capacity of a Director of Techbond which would be disadvantageous to Group.
She has not been convicted of any offences within the past five (5) years other than traffic offences (if any), there
have not been any public sanctions nor penalties imposed upon her by relevant regulatory bodies for the financial
year ended 30 June 2023.
In the financial year ended 30 June 2023, she attended all six (6) meetings of the Board.
120
STATEMENT ACCOMPANYING
NOTICE OF ANNUAL GENERAL MEETING
(CONT’D)
1. The Directors who retire in accordance with Clause 127 of the Constitution of the Company and being eligible to offer
themselves for re-election at 7th AGM are Pn Selma Enolil Binti Mustapha Khalil and Mr Lee Seh Meng. (Cont’d)
Ordinary Resolution 2
Mr Lee Seh Meng (“Mr Lee”), aged 34, a Malaysian, is our Deputy Managing Director and was appointed to our Board
on 1 December 2019.
He graduated from Monash University with Bachelor of Commerce (Accounting and Finance) in 2010 and Master of
Business (International Business) from University of Queensland in 2012.
He began his career as an Audit Assistant at TPL & Associates in October 2010. He joined our Group as a Sales
Executive in February 2011. In the same year, he left our Group to further his studies before rejoining our Group
in February 2013 as Business Development Executive. He was promoted to Head of Business Development in
November 2017.
As at the date of the Annual Report 2023, Mr Lee holds 1,022,000 Ordinary Shares and 261,000 Warrants in Techbond.
Apart from this, he does not hold any other securities in the Group.
Mr Lee is the son of Mr Lee Seng Thye and Ms Tan Siew Geak and brother of Mr Lee Yuen Shiuan. Save as disclosed,
he has no other family relationship with any Director and/or major shareholder of the Group. In addition, he has no
business or other relationship which could materially pose a conflict of interest or interfere with the exercise of his
judgement when acting in the capacity of a Director of Techbond which would be disadvantageous to Techbond and
its subsidiaries.
He has not been convicted of any offences within the past five (5) years other than traffic offences (if any), there have
not been any public sanctions nor penalties imposed upon him by relevant regulatory bodies for the financial year
ended 30 June 2023.
He does not hold any directorship in any other public company and other listed corporation.
In the financial year ended 30 June 2023, he attended four (4) out of six (6) meetings of the Board.
Kindly refer to the Explanatory Notes on Special Business – Authority to Issue and Allot Shares pursuant to Sections
75 and 76 of the Companies Act, 2016 under Explanatory Note (g) of the Notes to the Notice of the 7th AGM.
121
ADMINISTRATIVE
GUIDE
For the Seventh Annual General Meeting (“Agm”)
Mode of Meeting
• In line with the Guidance and Frequently Asked Questions (FAQs) on the Conduct of General Meetings for Listed
Issuers issued by the Securities Commission Malaysia (including any amendment(s) that may be made from time
to time) (SC Guidance), the 7th AGM of the Company will be conducted on virtual basis through live streaming from
the broadcast venue at Tricor Leadership Room, Unit 32-01, Level 32, Tower A, Vertical Business Suite, Avenue 3,
Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur. The broadcast venue of the 7th AGM 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 at the main venue. NO SHAREHOLDERS / PROXY(IES) WILL BE ALLOWED TO BE PHYSICALLY PRESENT AT THE
BROADCAST VENUE.
• Members are to attend, speak (including posing questions to the Board of Directors of TECHBOND via real time
submission of typed texts) and vote (collectively, “Participate”) remotely at this AGM via Remote Participation and
Voting (“RPV”) facilities provided by Tricor.
• We strongly encourage you to attend the AGM via the RPV facilities. You may also consider appointing the Chairman
of the Meeting as your proxy to attend and vote on your behalf at the AGM.
The RPV facilities are available on Tricor’s TIIH Online website at https://tiih.online.
Shareholders are to attend, speak (in the form of real time submission of typed texts) and vote (collectively,
“participate”) remotely at the AGM using RPV facilities from Tricor.
Kindly refer to Procedures for RPV as set out below for the requirements and procedures.
122
ADMINISTRATIVE GUIDE
(CONT’D)
Please read and follow the procedures below to engage in remote participation through live streaming and online
remote voting at the AGM using the RPV facilities:
Procedure Action
i. Register as a user with TIIH • Using your computer, access to website at https://tiih.online. Register as a user
Online under the “e-Services” select the “Sign Up” button and followed by “Create Account
by Individual Holder”. Refer to the tutorial guide posted on the homepage for
assistance.
• Registration as a user will be approved within one (1) working day and you will be
notified via e-mail.
• If you are already a user with TIIH Online, you are not required to register again.
You will receive an e-mail to notify you that the remote participation is available
for registration at TIIH Online.
ii. Submit your request to attend • Registration is open from 30 October 2023 until the day of AGM on Wednesday,
AGM remotely 29 November 2023. Shareholder(s) or proxy(ies) or corporate representative(s) or
attorney(s) are required to pre-register their attendance for the AGM to ascertain
their eligibility to participate the AGM using the RPV facilities.
• Login with your user ID (i.e. e-mail address) and password and select the corporate
event: “(REGISTRATION) TECHBOND 7TH AGM”.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select “Register for Remote Participation and Voting”.
• Review your registration and proceed to register.
• System will send an e-mail to notify that your registration for remote participation
is received and will be verified.
• After verification of your registration against the Record of Depositors as at 23
November 2023, the system will send you an e-mail on or after 27 November
2023 to approve or reject your registration for remote participation.
(Note: Please allow sufficient time for approval of new user of TIIH Online and
registration for the RPV).
123
ADMINISTRATIVE GUIDE
(CONT’D)
Please read and follow the procedures below to engage in remote participation through live streaming and online
remote voting at the AGM using the RPV facilities: (Cont’d)
Procedure Action
i. Login to TIIH Online • Login with your user ID and password for remote participation at the AGM at any
time from 9.00 a.m. i.e. 1 hour before the commencement of meeting at 10.00
a.m. on Wednesday, 29 November 2023.
ii. Participate through Live • Select the corporate event: “(LIVE STREAM MEETING) TECHBOND 7TH AGM” to
Streaming engage in the proceedings of the AGM remotely.
If you have any question for the Chairman/Board, you may use the query box
to transmit your question. The Chairman/Board will try to respond to questions
submitted by remote participants during the AGM. If there is time constraint, the
responses will be e-mailed to you at the earliest possible, after the meeting.
iii. Online remote voting • Voting session commences from 10.00 a.m. on Wednesday, 29 November 2023
until a time when the Chairman announces the end of the session.
• Select the corporate event: “(REMOTE VOTING) TECHBOND 7th AGM” or if you
are on the live stream meeting page, you can select “GO TO REMOTE VOTING
PAGE” button below the Query Box.
• Read and agree to the Terms & Conditions and confirm the Declaration.
• Select the CDS account that represents your shareholdings.
• Indicate your votes for the resolutions that are tabled for voting.
• Confirm and submit your votes.
iv. End of remote participation • Upon the announcement by the Chairman on the conclusion of the AGM, the Live
Streaming will end.
1. Should your registration for RPV be approved, we will make available to you the rights to join the live stream meeting
and to vote remotely. Your login to TIIH Online on the day of meeting will indicate your presence at the virtual meeting.
2. The quality of your connection to the live broadcast is dependent on the bandwidth and stability of the internet at your
location and the device you use.
3. In the event you encounter any issues with logging-in, connection to the live stream meeting or online voting on
the meeting day, kindly call Tricor Help Line at 011-40805616 / 011-40803168 / 011-40803169 / 011-40803170 for
assistance or e-mail to tiih.online@my.tricorglobal.com for assistance.
124
ADMINISTRATIVE GUIDE
(CONT’D)
Only members whose names appear on the Record of Depositors as at 23 November 2023 shall be eligible to attend,
speak and vote at the AGM or appoint a proxy(ies) and/or the Chairman of the Meeting to attend and vote on his/her
behalf.
In view that the AGM will be conducted on a virtual basis, a member can appoint the Chairman of the Meeting as his/
her proxy and indicate the voting instruction in the Form of Proxy.
If you wish to participate in the AGM yourself, please do not submit any Form of Proxy for the AGM. You will not be
allowed to participate in the AGM together with a proxy appointed by you.
Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney
for the AGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not
later than Monday, 27 November 2023 at 10.00 a.m.:
By hand or post to the office of the 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 or its Customer Service Centre at Unit G-3, Ground Floor, Vertical Podium, Avenue 3, Bangsar South, No.
8, Jalan Kerinchi, 59200 Kuala Lumpur;
All shareholders can have the option to submit proxy forms electronically via TIIH Online and the steps to
submit are summarised below:
Procedure Action
Register as a User with TIIH • Using your computer, please access the website at https://tiih.online.
Online Register as a user under the “e-Services”. Please refer to the tutorial
guide posted on the homepage for assistance.
• If you are already a user with TIIH Online, you are not required to
register again.
Proceed with submission of form • After the release of the Notice of Meeting by the Company, login with
of proxy your user name (i.e. email address) and password.
• Select the corporate event: “TECHBOND 7TH AGM - SUBMISSION OF
PROXY FORM”.
• Read and agree to the Terms and Conditions and confirm the
Declaration.
• Insert your CDS account number and indicate the number of shares
for your proxy(s) to vote on your behalf.
• Appoint your proxy(s) and insert the required details of your proxy(s)
or appoint the Chairman as your proxy.
• Indicate your voting instructions – FOR or AGAINST, otherwise your
proxy will decide on your votes.
• Review and confirm your proxy(s) appointment.
• Print the form of proxy for your record.
125
ADMINISTRATIVE GUIDE
(CONT’D)
Accordingly, proxy forms and/or documents relating to the appointment of proxy/corporate representative/attorney
for the AGM whether in hard copy or by electronic means shall be deposited or submitted in the following manner not
later than Monday, 27 November 2023 at 10.00 a.m.: (Cont’d)
All shareholders can have the option to submit proxy forms electronically via TIIH Online and the steps to
submit are summarised below: (Cont’d)
Procedure Action
Voting at Meeting
The voting at the AGM will be conducted on a poll pursuant to Paragraph 8.29A of the Main Market Listing Requirements
of Bursa Malaysia Securities Berhad (“Bursa Malaysia”). The Company has appointed Tricor to conduct the poll
voting electronically (“e-voting”).
Shareholders can proceed to vote on the resolutions before the end of the voting session which will be announced by
the Chairman of the Meeting and submit your votes at any time from the commencement of the AGM at 10.00 a.m.
Kindly refer to “Procedures to Remote Participation and Voting via RPV Facilities” provided above for guidance on
how to vote remotely via TIIH Online.
126
ADMINISTRATIVE GUIDE
(CONT’D)
There will be no door gifts or food vouchers for attending the AGM.
No Recording or Photography
The Board recognises that the AGM is a valuable opportunity for the Board to engage with shareholders. In order
to enhance the efficiency of the proceedings of the AGM, shareholders may in advance, before the AGM, submit
questions to the Board of Directors via Tricor’s TIIH Online website at https://tiih.online, by selecting “e-Services” to
login, post your questions and submit it electronically no later than, 27 November 2023 at 10.00 a.m. The Board of
Directors will endeavor to address the questions received at the AGM.
Enquiry
If you have any enquiry prior to the meeting, please call our Share Registrar, Tricor Investor & Issuing House Services
Sdn Bhd at +603-2783 9299 during office hours i.e. from 8.30 a.m. to 5.30 p.m. (Monday to Friday, except on public
holidays).
127
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TECHBOND GROUP BERHAD
Registration No: 201601019667 (1190604-M)
(Incorporated in Malaysia)
PROXY FORM
(Before completing this form please refer to the notes below)
of....................................................................................................................................................................................................................
Contact:
✄
NOTES:
i) The 7th AGM will be conducted virtually through live streaming from the broadcast venue at Tricor Leadership Room, Unit 32-
01, Level 32, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia
and via the Remote Participation and Voting (“RPV”) facilities provided by Tricor Investor & Issuing House Services Sdn Bhd
(“Share Registrar”, or “Tricor” or “TIIH”) via its TIIH Online website at https://tiih.online.
The broadcast venue of the 7th AGM 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 at the main venue. NO SHAREHOLDERS/PROXY(IES) WILL BE ALLOWED TO
BE PHYSICALLY PRESENT AT THE BROADCAST VENUE.
ii) Members are to attend, speak (including posing questions to the Board via real time submission of typed texts) and vote
(collectively, “participate”) remotely at the 7th AGM via RPV facilities. Please read the Administrative Guide for the 7th AGM of
the Company for details on the registration process and procedures for RPV facilities to participate remotely at the 7th AGM
of the Company.
iii) A member of a Company shall be entitled to appoint another person as his proxy to exercise all or any of his rights to attend,
participate, speak and vote at meeting of members of the Company. A member may appoint not more than two (2) proxies in
relation to a meeting, provided that the member specifies the proportion of the member’s shareholdings to be represented by
each proxy. A proxy may but need not be a member of the Company.
iv) Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act, 1991 (“SICDA”), it may appoint not more than two (2) proxies in respect of each securities account it holds with ordinary
shares of the Company standing to the credit of the said securities account.
v) For a member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one (1) securities account (“omnibus account”), there is no limit to the number of proxies which the
exempt authorised nominee may appoint in respect of each omnibus account it holds. An exempt authorised nominee refers
to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1)
of SICDA.
vi) Where a member or the authorised nominee appoints more than two (2) proxies, or where an exempt authorised nominee
appoints more than one (1) proxy in respect of each omnibus account to attend and vote at the same meeting, the
appointments shall be invalid unless the proportion of shareholdings to be represented by each proxy is specified in the
instrument appointing the proxies.
vii) The instrument appointing a proxy shall be in writing signed by the appointor or by his attorney who is authorised in writing. In
the case of a corporation, the instrument appointing proxy(ies) must be made either under its common seal or signed by an
officer or an attorney duly authorised.
viii) The instrument appointing a proxy either in writing or in electronic form shall be deposited at 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 its Customer Service Centre at Unit G-3, Ground Floor, Vertical
Podium, Avenue 3, Bangsar South, No. 8, Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia or via TIIH Online at https://tiih.
online not less than forty-eight (48) hours before the time set for the meeting or any adjournment thereof. Kindly refer to the
Administrative Guide for further information on electronic submission of proxy form.
ix) Any authority pursuant to which such an appointment is made by a power of attorney must be deposited with the share
registrar in accordance with Note (viii) above not less than forty-eight (48) hours before the time appointed for holding the
Annual General Meeting (“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.
x) For a corporate member who has appointed a representative, please deposit the ORIGINAL OR DULY CERTIFIED certificate of
appointment with the share registrar in accordance with Note (viii) above. The certificate of appointment should be executed
in the following manner:
a. 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.
b. 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:
1. at least two (2) authorised officers, of whom one (1) shall be a director; or
2. any director and/or authorised officers in accordance with the laws of the country under which the corporate
member is incorporated.
xi) For the purpose of determining a member who shall be entitled to attend and vote at the meeting, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to make available to the Company a Record of Depositors as at 23 November
2023 and only a depositor whose name appears on the Record of Depositors shall be entitled to attend the meeting or appoint
proxies to attend and vote in his/her stead.
1st Fold Here
AFFIX
STAMP
Share Registrar of
TECHBOND GROUP BERHAD
Registration No: 201601019667 (1190604-M)
Tricor Investor & Issuing House Services Sdn Bhd
Unit 32-01, Level 32, Tower A
Vertical Business Suite
Avenue 3, Bangsar South
No. 8, Jalan Kerinchi
59200 Kuala Lumpur
Wilayah Persekutuan
Malaysia
Introduction Environment
Stakeholder Engagements 11
Social Governance
Safety Precaution 38
ABOUT
THIS REPORT
Reporting Period
This Report focuses on the major sustainability risks and oppor-
tunities faced by Techbond Group Berhad and it subsidiaries This Report covers the period from 1 July 2022 – 30
Techbond Group & the ways in which we are responding to them. June 2023 (”FY2023”). All initiatives & performance data
It details our commitments across the environment, social & disclosed are derived from the Group’s operations in
governance aspects & ensures we have transparently disclosed Malaysia. Excluded are our overseas operations,
our management performance in these issues. contractors, suppliers, vendors & other related value
chain partners and will include Techbond's subsidiary in
FY2024 Sustainable Report.
Reporting Guidelines
Feedback
MESSAGE
FROM OUR
Managing
Director
Dear Valued Stakeholders,
The global Coronavirus Disease (”Covid-19”) pandemic
has led to unprecedented risks & uncertainties like no
other. Year 2023 was a year of change that saw us
navigate through the new normal. As we reflect on the
learnings we had over the past year, it is evident that MR. LEE SENG THYE
climate change has not ceased and will remain as the Managing Director
most profound generational challenge the world faces TECHBOND GROUP BERHAD
today. Notwithstanding these global challenges, Tech-
bond Group Berhad has remained resilient and persevered
in the face of adversity.
Our unwavering commitment to quality is evidenced by the seal
Techbond has always been mindful of the effects of its opera- of approval from our ISO certifications. Our Malaysian opera-
tions to the environment. With the worsening environmental tions has been registered by Intertek Certification Limited as
concerns inflicting our world, we are driven to continuously conforming to the requirements of ISO 14001:2015 Environment
integrate sustainable considerations and practices within our Management System Certification & ISO 9001:2015 Quality
business operations. With this in mind, we continue to strive for Management System Certification for the manufacturing of
operational excellence in both our Malaysia & Vietnam plants to Hotmelt and Water-based Industrial Adhesives and Sealants.
further elevate our competitive advantage. The first step to Whereas our Vietnam operations obtained the Bureau Veritas
realise this ambition is to recognise that we have ourselves, Certification in accordance to ISO 9001:2015 Quality Manage-
through our operations, the opportunities to make better choices ment Systems, ISO 14001:2015 Environmental Management
and be more sustainable. Systems & the ISO 45001:2018 Occupational Health & Safety
Management Systems for the manufacturing of Industrial
The concept of sustainability is not something new to Techbond. Adhesive for Wood, Paper and Fabric. We are also audited
Sustainable business practices is at the core of Techbond's annually to ensure compliance with certifications requirements.
business infrastructure since our inception in 1995. We are
proud of our achievements in sustainability in the past & are While we are proud of what we’ve accomplished, we are aware
excited to embark on this new phase of our sustainability that there is much more to be done. Techbond will continue to
journey. The birth of our inaugural Sustainability Report indicates set its sights even higher with the development of our inaugural
our commitment to enhance our ESG practices within the Group. Sustainability Report. With the theme “Conserve as we
Compound”, we will be embarking on our next step in addressing
In alignment with the United Nations 17 Sustainability Develop- the urgent environmental challenges that will challenge our
ment Goals, Techbond will place further emphasis on ESG in our ingenuity & commitment as we move purposefully towards our
corporate management & factory operations. We will continue to aspiration to reduce our carbon footprint by 45% by 2030 bench-
refine our Environmental, Social & Governance strategies to marked against 2020 Carbon Intensity Emission.
generate substantial benefits & positive long-term impact to our
company & all our stakeholders. This mandate represents our on-going commitment to our
customers, communities & stakeholders & our relentless focus
to meet our ESG goals. Looking ahead, we believe that the
journey towards achieving our sustainability target will require
the combined effort of every level of our organisation, hence we
will continue to anchor sustainability within the organisation as
we forge towards a net-zero world.
KEY AWARDS
& RECOGNITION
We have been acknowledged both regionally and internationally by esteemed award bodies. The awards and recognition we
received through the years reflect our business performance & continued delivery of quality products.
These awards and achievements bear testament to our commitments to protect the needs and interest of our people,
stakeholders and environment. In recognition of our efforts, we have obtained numerous accolades as listed below:
CICM Responsible Care Awards Year 2012/2013 ITEX 2021 Gold Medal Award
Community Awareness & Emergency Response Code for the invention of Palm-Based
Process Safety Code Woodworking Polyurethane
Employee Health & Safety Code Adhesives
Category: Special Awards for the SMEs (MERIT)
CICM Responsible Care Awards Year 2012/2013 Golden Bull Award 2011
Pollution Prevention Code Outstanding SMEs Winner
Category: Special Award for the SMEs (GOLD)
CICM Responsible Care Awards Year 2007/2008 SME Corp Malaysian Brands
Special Award for the SMEs (GOLD) National Mark of MALAYSIAN BRAND,
the mark of Quality, Excellence &
Distinction, a quality accreditation
tag from SME Corporation
Adherance to
GLOBAL SAFETY STANDARDS
TECHBOND GROUP
AT A GLANCE
95
Employees
28
years of experience
• Bangladesh
• Malaysia
• Cambodia
KE Y • China
• Middle East
• Myanmar
• Indonesia
MARKETS • Thailand
• Vietnam
• Netherlands
• Papua New Guinea
• Philippines
• Singapore
ABOUT
TECHBOND
WHO WE ARE
Techbond is a homegrown pioneer that specialises in developing & manufacturing industrial adhesives & sealants. Based
in Shah Alam, Selangor, Malaysia the Group was established in 1996, and later ventured into Vietnam in 2005. Techbond
places huge emphasis on research & development (“R&D”) and has 8 in-house trademarked brands. We take pride in the
fact that most of our industrial adhesives & sealants are developed in house. In December 2018, we reached a major
milestone following the listing of our shares on the Main Market of Bursa Malaysia Securities Berhad (”Bursa Malaysia”).
Our headquarters (“HQ”) is located in Shah Alam, Selangor, Malaysia together with our manufacturing plant, R&D facility
and quality control (“QC”) centre. We expanded our manufacturing base to Vietnam in 2005 before moving to our current
Binh Duong Factory Complex, Vietnam in 2008.
As a specialist in the development & manufacture of industrial adhesives & sealants, the Group serves a wide range of
industries such as woodworking, paper & packaging, automotive, building & construction, personal care, cigarette and
mattress. In terms of geographical market, we serve not only domestic clientele but also export to more than 30 countries
across Asia, Europe & Africa continents.
CORPORATE
CORE VALUES
Our aspiration of becoming a thriving and prosperous adhesive company is fuelled by our Corporate Core Value emerging from the
word STICK which translates to Sustainability, Teamwork, Innovative Mindset, Customer focused & Keep learning. These core values
define how we work as an entity and how we deliver our commitments to all our stakeholders, paving the way for the success of our
teams in both Malaysia & Vietnam.
S T I C K
Sustainability Teamwork Innovative Mindset Customer Focused Keep Learning
WHAT WE DO
There are 2 main business divisions in Techbond, which are as below:
UNWAVERING
LEADERSHIP
COMMITMENT
Sustainability Governance Structure
The Sustainability Working Group (”SWG”) is responsible for executing, monitoring and implementing sustainability initiatives across
the Group. The SWG will champion and manage all aspects of a sustainable ecosystem including tracking and collating sustainability
performance data.
Led by the Deputy MD, the SWG is an engine of our governance structure and supported by our Heads of Departments which includes
Finance, Operations, R&D, Business Development, Human Resources & Purchasing. All sustainability issues & other operational perfor-
mance issues are deliberated in the quarterly management meetings chaired by the MD. The MD provides updates to the Board on
sustainability issues and its relevant performance indicators.
Board of Directors The Board oversees the development & adoption of sustainability strategy &
related policies.
Managing Director The MD aligns the Group’s sustainability strategy with long term business
growth & goals.
Informs the Board’s strategic planning in monitoring ESG risks and opportunities.
Reports to MD.
Deputy Managing
Director The Deputy MD executes sustainability initiatives across the Group.
MATERIAL
SUSTAINABILITY MATTERS
To ensure Environment, Social & Governance risks within the Group’s operations are considered, key risks were identified and
assessed by prioritising factors in the external global operating environment & the values perceived by our stakeholders.
This approach enabled us to identify & focus on our business priorities, by honing in on current and emerging risks that
could potentially impact our business operations. Based on these identified risks, we proactively implemented action plans
and initiatives in order to fortify our business resilience, to continuously create value for our stakeholders.
Material Sustainability Matters are issues and concerns that are considered relevant and important to Techbond and our various
stakeholders. In order to better understand the issues and concerns that are relevant to us, we conducted a review of the following:
• Our current business strategy;
• Relevant requirements, guidelines and policies, including those issued by Bursa Malaysia as well as its Sustainability Reporting
Guide and Toolkit;
• ESG themes and indicators utilised by the FTSE4Good Index and the GRI Universal Standards, in addition to aligning ourselves with
the applicable UNSDGs.
We also drew upon our material topics through internal discussions with the management and representatives from our various
business units, and from feedback and input received through our interactions with our key stakeholders.
We maintain continuous engagements with our stakeholders to understand the significance of the specific ESG material topics to
them. These insights are used to inform us in setting the direction of our sustainability journey and communicate meaningfully as we
move forward.
In 2023, we undertook a comprehensive materiality assessment in compliance with the principles of materiality via our three-step
process below:
Sustainability
Identify Impact Validation
Assessment
Sustainability topics of significance
were established through stakehold- The outcome of our Materiality
er engagement activities such as Assessment was presented to the
internal feedback, international peer The impact of the sustainability Sustainability Working Group and the
disclosures and review of our current topics established on our financials, Board of Directors for deliberation
ESG performance in comparison to environment, product quality, and approval.
accepted benchmarks and standards. reputation and regulatory impact
were evaluated.
SOP
Policies
Low Packaging Material
Business Strategy
Cybersecurity & Data Privacy
Low Medium High
Important to Business operations
STAKEHOLDERS’ ENGAGEMENTS
• Reporting
• Annual General Meeting
• Corporate website
• Group financial performance
• Investor’s briefing
Investors To cultivate investors‘ and public • Corporate governance
• Public announcements
and Media confidence level. • Regulatory compliance
• Press conference
• Business prospects
• Interviews and visits
• Media interviews
• Media release
• Competitive Pricing
• Supplier’s Evaluation and Appraisal
• Packaging material
• Site visit
• To ensure sustainable supply of • Sustainable supply chain
• Regular Business Meetings
Suppliers quality services and materials. management
• Corrective Action Report
• Development of new product • Data Privacy & Security
• Electronic mail
• Incoming quality inspection
• Code of Ethics and Conduct
• New product development
• Performance appraisal
• Internal memorandum • Training and development
• To develop career progression, • Training Programs • Talent attraction and retention
talent retention and equitable • Department Meetings • Occupational Safety and health
remuneration and benefits. • Management Discussion and • Team building activities
Employees • Promote conducive working Meetings • Staff performance
environment through Health and • Employees Training Needs • Employee welfare
Safety Practices, staff welfare Assessment • Standard operating procedures
improvement • Employee engagement activity (“SOP”)
• Employee Handbook • Employee engagement
• Job enrichment through rotation
• Environmental compliance
• Active engagement with respective • Waste management
authorities and regulatory agencies • Strict compliance with all laws,
Government To ensure full compliance with
• Official correspondence regulations and requirements
& Regulators relevant laws and regulations
• Timely submission of reports to to maintain licenses
relevant authority • Human capital development
and labor practices
ENVIRONMENT
Energy
Tracking energy consumption and ensuring efficient use of energy across all areas of operations.
Management
Carbon Tracking the Group’s GHG emissions throughout our operations and managing its impact to the
Emission surrounding environment.
Water Tracking the Group’s water consumption, ensuring water conservation and the optimisation of
Management processes to increase water efficiency.
Waste
Ensure waste & effluents discharged meet the standard limit of regulations.
Management
Sustainable Consideration of sustainability factors within our manufacturing processes and the development of
Development our products through ongoing process improvement, research & development and the application of
of Products technologies.
Environmental Internal controls and mechanisms to manage environmental impacts, focusing on air emissions,
Management waste management, water management, energy management and climate change.
SOCIAL
Occupational Establishment of a safe and healthy working environment by implementing key measures to prevent
Safety & Health injuries and eliminate workplace health & safety risks.
Employee Attract and retain employees by creating a great workplace by managing employee welfare, inculcat-
Engagement ing a healthy lifestyle and conducting regular social engagements with employees.
Human Capital Nurturing talent & providing career development opportunities and training programmes that expand
Development their knowledge base.
Diversity &
Treat all employees fairly & without discrimination.
Non-discrimination
Supply Chain Consideration of emerging social, environmental and economic factors within our supply chain
Management through risk assessment.
Community Enrich the lives of communities in which the Group operates through corporate social responsibility
Development (CSR) initiatives.
GOVERNANCE
Regulatory Initiatives and processes are established to ensure compliance with relevant regulatory require-
Compliance ments.
Human Rights
Fostering fair labour practices and ensuring employee welfare by protecting human rights, ensuring
& Fair Employment
no forced labour and promoting an inclusive working environment.
Practices
Data Security Protection of data/information/intellectual property belonging to the company and stakeholders
& Protection including customers, suppliers, employees and business partners against cybersecurity breaches.
CONTRIBUTIONS TO
THE UNSDGs
Our Focus
Ensure healthy lives and promote well-being for all.
Targets we are contributing to
Achieve universal health coverage, access to quality essential health-care services and access to safe, effective,
quality and affordable essential medicines and vaccines for all.
Our Progress
• Entire workforce is fully vaccinated.
• Safeguards the health of our employees through strict adherence to relevant pandemic SOPs & guidelines.
Our Focus
Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all.
Targets we are contributing to
• 4.4 Skills for employment, decent jobs and entrepreneurship.
Our Progress
• Upskilled our employees through various training programs.
Our Focus
Achieve gender equality & empower women and girls.
Targets we are contributing to
• 5.5 Ensure women’s full & effective participation & equal opportunities for leadership at all levels of decision-mak-
ing in political, economic & public life.
Our Progress
• Board of Directors comprise of 33% women.
• Top Management comprise of 33% women.
Our Focus
Ensure availability and sustainable management of water & sanitation for all.
Targets we are contributing to
• 6.3 Improve water quality by reducing pollution, eliminating dumping and minimising release of hazardous chemi-
cals and materials, halving the proportion of untreated wastewater & substantially increasing recycling & safe use
globally.
Our Progress
• Developed our own Industrial Effluent Treatment System (IETS) to ensure all our waste water is properly treated
through an environment friendly bio-treatment facility.
Our Focus
Ensure access to affordable, reliable & sustainable and modern energy for all.
Targets we are contributing to
• 7.1 Ensure universal access to affordable, reliable and modern energy services.
• 7.a Promote investment in energy infrastructure & clean energy technology.
Our Progress
• Installation of solar panel on our rooftops to minimise energy consumption and reduce carbon emissions.
• Converting LED lighting in factory & laboratory.
Our Focus
Promote sustained, inclusive & sustainable economic growth, full & productive employment & decent work for all.
Targets we are contributing to
• 8.3 Encourage the growth of micro-, small- and medium sized enterprises.
• 8.5 Achieve full & productive employment & decent work for all women & men & equal pay for work of equal value.
• 8.7 Take immediate & effective measures to eradicate forced labour, end modern slavery & human trafficking.
• 8.8 Protect labour rights & promote safe & secure working environments for all workers.
Our Progress
• 79% local suppliers engaged in FY2023 to support the growth of local enterprises.
• Techbond respects the human rights of all its workers.
• Health & Safety Trainings are implemented & Safety procedures are enforced throughout the Group.
Our Focus
Build resilient infrastructure, promote inclusive & sustainable industrialisation & foster innovation.
Targets we are contributing to
• 9.5 Enhance scientific research & encouraging innovation.
Our Progress
• We have our own R&D Centre equipped with laboratory and various equipment to encourage innovation within
the Group.
Our Focus
Reduce inequality within & among countries.
Targets we are contributing to
• 10.2 Empower & promote social, economic & political inclusion of all, irrespective of age, sex, disability, race,
ethnicity, origin, religion or economic or other status.
Our Progress
• Employment opportunities are offered to a diverse group of people regardless of age, gender and cultural
background.
Our Focus
Ensure sustainable consumption & production patterns.
Targets we are contributing to
• 12.2 Achieve the sustainable management & efficient use of natural resources.
• 12.4 Achieve the environmentally sound management of chemicals.
Our Progress
• Improved operational efficiency through the maintenance and refurbishment of our machines and equipment.
• Proper waste management practices are implemented in accordance with applicable environmental regulations.
Our Focus
Take urgent action to combat climate change & its impact.
Targets we are contributing to
• 13.1 Strengthen resilience & adaptive capacity to climate related hazards.
• 13.2 Integrate climate change measures into strategies & planning.
• 13.3 Improve education, awareness-raising on climate change mitigation, adaptation, impact reduction & early
warning.
Our Progress
• The Group declared its aspirations to reduce its carbon emission by 45% in 2030 benchmarked against 2020
Carbon Intensity Emission.
• Conducted awareness development & training on Climate Change to the BODs, the Management Team and all
employees.
Our Focus
Promote peaceful and inclusive societies for sustainable development, provide access to justice for all and build
effective, accountable and inclusive institutions at all levels.
Targets we are contributing to
• 16.1 Significantly reduce all forms of violence.
• 16.3 Promote the rule of law & ensure equal access to justice for all.
• 16.5 Substantially reduce corruption & bribery in all their forms.
• 16.6 Develop effective, accountable & transparent institutions at all levels.
• 16.b Promote & enforce non-discriminatory laws and policies for sustainable development.
Our Progress
• The Group has adopted a zero-tolerance approach and takes a strong stance against all forms of corruption and bribery.
• The Group introduced the Anti-Bribery Management System Policy.
ENVIRONMENTAL
CONSERVATION
Our commitment to minimise
our ecological footprint
As an ethical adhesive manufacturer, we are mindful of the role Climate change will have a material impact on our business. Our
we play to preserve and conserve the environment. We are investment decisions will have a strong bearing on how climate
committed to minimising the impact we have on the environ- change and its consequences will ultimately unfold.
ment by improving our processes & reducing our ecological
footprint. Our environmental approach is driven by the under-
standing that our activities have an impact on the environment It is our responsibility to play an active
and that we have a responsibility to reduce this impact whenever role in accelerating our efforts towards
possible.
achieving our goal of reducing our
Techbond actively manages the environmental impacts of its carbon emissions by 45% in 2030
operations, people and products. We aim to optimise our
production processes by seeking out ways to increase produc- benchmarked against the 2020 Carbon
tion output and minimise our environmental impacts. We also
consistently engage with our employees to be knowledgeable
Intensity Emission.
about and accountable for our sustainability targets. We monitor
our environmental footprint and continuously innovate for
improved sustainability in our technologies and manufacturing
practices.
ENERGY
MANAGEMENT
Green Technology
Solar Energy
For FY2023, we recorded a total increase of 31.48% in our LPG consumption & intensity remains the same comparing to financial year
ended 30th June 2020 (”FY2020”). The increase was due to the test of new hotmelt product and the test of the old machine after repair
and maintenance.
40,000 0.020
30,000 0.015
20,000 0.010
10,000 0.005
- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023
In line with this, our LPG consumption intensity was maintained at 0.027 per unit of adhesive produced in FY2023 and there was a
decrease in electricity consumption intensity to 0.091 per unit of adhesive produced. This was mainly attributed to the commissioning
of our solar power system.
The reduction in electricity consumption per unit produced shows a saving of 28.91% due to the installation of our solar power
systems.
20,000
15,000
10,000
5,000
-
FY2020 FY2021 FY2022 FY2023
Renewable Energy Usage Solar Power System Energy Cost Saving (kWh)
Techbond started the construction of its photovoltaic solar Solar Power Sytem Energy Cost Saving
panels on June 30, 2022 and started commissioning on
(kWh)
January 1, 2023.
59,331
60,000 55,124
Techbond achieved significant reduction in its electricity 51,726 52,535
consumption since the commissioning of its PV systems. The 50,000 43,978
actual energy cost saving from the installation of the solar 39,328
power system is illustrated in the following graph: 40,000
30,000
20,000
10,000
-
Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
In our concerted effort for environmental conservation, we replaced the light bulbs in both our factories and lab to green, energy-effi-
cient LED Lighting. We have replaced 62 light bulbs in our factories to energy-saving LED Lighting and also reduced the quantity of
lighting used from 62 units to 39 LED lights with lower voltage. Based on electricity usage of 8 hours per day per month, we have
achieved a total electricity reduction of 68% due to this initiative. As for our lab, we have installed 308 LED lights that resulted in a 44%
electricity reduction.
Converting to LED lighting will result in a positive impact on to our Group’s energy consumption. Converting to green, eco-friendly
alternatives such as LED lighting serves as one of our small steps in our commitment to reduce our company’s energy consumption
and its related carbon emission.
WATER
MANAGEMENT
Sustainable Water Consumption
In FY2023, the Group (Techbond Manufacturing Sdn Bhd Water Consump�on per unit Produced (m3/unit)
(”TMSB”) operation) recorded total water consumption intensity
of 0.00095m3 per unit (kg) of adhesive produced. The increase in
our water consumption was due to the construction of our
aquaponic farm, increase of production activity and leakage in
laboratory area in FY2023.
processes if these laws are tightened. We recorded zero reported Waste Water Treated Outgoing Discharge
incidents of non-compliance with discharge limits in FY2023 and
Surpassing the Standard B Effluent discharge benchmark set by
the Department of Environment (”DOE”) for water quality related
parameters such as biological oxygen demand (BOD), chemical
oxygen demand (”COD”) and total suspended solids (”TSS”).
WASTE
MANAGEMENT
Waste Management
The Group has developed its own IETS to ensure all its wastewater is properly treated through an environment friendly bio-treatment
facility. The Group regularly conduct tests on the quality of treated water to ensure compliance with the requirements of the DOE. The
IETS is continuously monitored to ensure it is operating in an optimum performance condition and no untreated water is being
discharged from the plant to avoid potential water pollution. We ensure only treated water that fulfill DOE requirements are discharged.
The solid scheduled wastes are collected and stored separately for disposal by a licensed company.
The fundamental goal of Techbond’s waste management approach is to ensure effective use of resources throughout our operations
in order to reduce the amount of waste generated. We are committed to reducing our overall waste, and continuously improving our
waste management strategies to eliminate our environmental impact.
Proper waste management practices are essential in reducing our environmental footprint. The Group promotes reducing waste,
recycling, proper waste management and waste sorting activities. We work to ensure all waste generated by the Group are handled in
accordance with applicable environmental regulations (i.e Environmental Quality (Scheduled Wastes) Regulations 2005 [Malaysia]).
We have established a thorough waste management program for both scheduled and non-hazardous wastes, in accordance with
ISO14001:2015 and environmental regulations. Our scheduled wastes are collected by licensed prescribed premises that we have
appointed. These licensed prescribed premises are responsible for conducting waste recovery processes on the scheduled wastes
generated by us.
Our total waste is the sum of our scheduled waste During the year, there were no recorded incidents
and waste disposed for recycling purpose. of noncompliance in relation to waste management.
Total scheduled waste generated intensity for FY2023 stood at 0.0045 per unit of adhesive produced. Our effective practices saw
overall waste generated reduced by 10% in FY2023 compared to the previous year.
3. Sludge Disposal
Monitoring Process
The sludge is disposed as scheduled waste and collected by A competent person who is in charge of IETS, will
licensed waste collector. monitor all components, unit processes/operations
of the IETS.
4. Biological Process
The samples of treated water will send to both
Wastewater will continue further treatment through a biologi- internal & external laboratories to ensure it meets the
cal process. In this treatment, microorganism such as bacteria final discharge standard.
are used to remove pollutant in waste water. IETS performance monitoring will be reported to the
Management during periodic meetings and monthly
5. Final Discharge online submissions to DOE.
Our filter press process to remove excessive water from solid waste
EMISSIONS
M A N A G EM ENT
Techbond is cognisant that GHG emissions are crucial drivers of
climate change and is committed in taking steps to further
improve our reporting and performance in this regard. The bound-
ary of our GHG reporting covers Scope 1 & Scope 2 under our
operational control. Our GHG emissions include carbon dioxide
which are reported in the units of carbon dioxide equivalent
(CO2e).
On a consolidated basis, the Group’s companywide GHG emissions are set out below:
Tracking our Carbon Footprint
Scope 1 Carbon Emissions (kg of CO2e) Scope 2 Carbon Emissions (kg of CO2e)
Scope 1 Carbon Emissions (kg of CO2e) Scope 2 Carbon Emissions (kg of CO2e)
598,388
177,706
180,000 600,000 536,198
160,000 484,356
135,163 136,381 130,766 500,000
140,000 419,644
120,000
400,000
100,000 80,097 81,449
73,537
80,000 65,171
300,000
60,000
40,000 200,000
20,000
100,000
-
FY2020 FY2021 FY2022 FY2023
-
LPG Diesel FY2020 FY2021 FY2022 FY2023
For the financial year under review, carbon emission intensity stood at 0.094 which is lower than last year. We continue to work towards
improving efficiencies and lowering our carbon emissions. The scope 1 carbon emission was calculated based on the conversion
factor of 1.6117002 kg/litre and 2.676492 kg/litre respectively. The scope 2 carbon emission have been measured following the Penin-
sular Malaysia’s standard of 0.639 tCO2/MWh.
Notes:
Carbon Emission Intensity CO2e/kg Adhesive Scope 1 emissions cover the emissions from LPG consumption
Produced (kg of CO2e) from our production facilities includes burner for supply heat to
our heating system, forklift and company-owned vehicles on
0.115 0.113
petrol and diesel.
0.120 0.108
Scope 2 emissions cover purchased electricity from our produc-
0.100
0.094 tion facilities includes mixer, tank, pump, cooling system,
research development center and other electrical appliances in
0.080 corporate office.
0.060
0.040
0.020
0.000
FY2020 FY2021 FY2022 FY2023
In FY2023, our Scope 1 and Scope 2 emissions saw a 18.26% drop in total carbon emissions intensity due to lower purchased electrici-
ty consumption. Looking ahead, Techbond continues to work towards achieving our sustainability target, to reduce our carbon
emissions by 45% by 2030 benchmarked against 2020 Carbon Intensity Emission.
CLIMATE
CHANGE
For this reason, we are
The environment is currently facing the biggest challenge it has ever seen.
Climate change has become a global environmental issue and is one of the committed in our goal to
most challenging issues for mankind. Techbond has long recognised that
greenhouse gas emissions are contributing to climate change. We support the
reduce our company-
Paris Agreement’s goal to keep the rise in global average temperature this wide carbon emissions
century to below two degrees Celsius above pre-industrial levels and to pursue
efforts to limit the temperature increase to 1.5 degrees Celsius. by 45% by 2030 bench-
The pandemic, the devastating floods and the heatwave that affected the
marked against 2020
nation were clear indicators that we need to expedite responsive solutions Carbon Intensity Emis-
towards mitigating and managing climate change.
sion.
Climate Change Awareness Training Programme
Techbond recognises the importance of creating awareness among our employees regarding climate change. We believe that every-
one has the power to make a difference in creating a more sustainable future. Implementing sustainable approaches within the Group
will only be effective when employees believe in the overall goals of the Group. One of the ways to promote sustainability and reduce
our environmental impact is through workplace education.
In order to create a knowledgeable workforce, we have conducted a series of Climate Change Awareness Training Programmes with
our employees across all levels and functions from our foreign workers up to our Board of Directors. This is one of our initiatives to help
our employees understand the impacts of climate change and to empower them with the right knowledge, skills, values and attitudes
needed to be drivers of positive change within the workplace.
AQUAPONIC
FARM
INNOVATION
FOR SUSTAINABILITY
The world has undergone deep changes that are expected to intensify in the coming years. In the contexts of a global
pandemic, decarbonizing the economy, and acceleration of the digital paradigm, creating long-term value requires collabo-
rative innovative solutions developed together with our customers, partners, and other scientific and technological players.
What we do matters, as adhesives can be found in nearly every finished good that you encounter in your daily life. While
adhesives typically make up a very small percentage of most products, we strive to make the biggest impact downstream
in supporting our customers’ sustainability goals.
Our R&D team is proactive in ensuring that we develop bonding solutions that would support our customers’
responses to changing consumer demand, new product designs, and upcoming regulatory and sustainability
efforts.
We invested significantly in innovation, research, and expertise, which are crucial for the continuous extraction of
value from our business strategy. This also facilitated the creation of new high-performance solutions that enabled
customers to improve their products and processes to better achieve their sustainability programs and help transi-
tion from a linear to a circular economy.
EMPOWERING
OUR WORKFORCE
The driving force of our The Group strives to treat all our employees respectfully and
success
equally irrespective of age, gender, ethnicity, nationality, disabili-
ty, sexual orientation, cultural background and religious beliefs.
Enforcing diversity will reduce our reliance on particular groups
and foster an environment that promotes equity and inclusion.
At Techbond, our people are our biggest assets. The
We uphold zero tolerance for any form of discrimination and
driving force behind our success is the growth of inculcate the value of diversity by hiring based on credibility and
each and every one of our employees. For that merit.
reason, we are committed in empowering our people
to thrive at work and unlock their full potential. Providing and promoting equitable employment opportunities
for all employees is a commitment made by Techbond in its
Techbond is committed to play an active role in inspiring our employment practices. We continue to maintain a workforce
employees to develop their skills, abilities and confidence through that is accepting and values everyone's inclusion and diversity.
their careers. We believe that the culture of curiosity is the corner- We have about 95 staff members for FY 2023, 30 of whom are
stone of all great things. We therefore aim to provide an environ- new hires. Each employee works on a full-time basis.
ment that gives our employees plenty of scope for creativity that
sparks the desire for innovation. This not only empower our All employees are treated equally and fairly where everyone
employees, but increases our employees’ productivity and receives equal opportunity for career progression as well as
creates a competitive advantage to attract potential candidates benefits without discrimination.
to join our company while retaining our existing talent.
Workforce Diversity
Employee Demographics
Percentage of employees by age group for each employee category is tabulated below:
Male 67
Gender
Female 33
< 30 0
Age 30-50 33
> 50 67
The Group does not employ any contractors or temporary employees. All employees are employed under
the Group.
Techbond supports the professional development of women across the Group. We believe in
encouraging and empowering woman leaders and their recruitment, retention, full participation
and advancement. We support women in leadership and have fulfilled the requirement of 30%
female Directors on our Board, as required by the Malaysian Code on Corporate Governance.
The Group has two (2) female Directors representing 33% of females on the Board.
Talent Acquisition
Talent acquisition goes beyond recruiting. It is about having a long-term employee retention strategy in place. As such, the Group is
committed to constantly evaluate and revamp our talent attraction strategies to includes innovative methods which include online job
portal, internship, career expo and employee referral programs in which the employee can introduce their potential talent candidate to
join the Company.
TMSB has recorded a total of 30 new hires, achieving a new hire rate of 31.5%, which comprises 70% or 14 males and 30% or 6 females.
70% of new hires are aged below 30,followed by 30% aged between 30 to 50 years and 0% aged above 50 years.
20% 30%
70%
80%
8%
39%
38% 54%
61%
Senior Middle
Executive Non-Executive
Total number of employee Management Management
turnover by employee category
0 1 8 6
Malaysia has shifted from a labour-intensive, agriculture-based economy since its independence in
1957 to a knowledge and innovation-based economy. For our long-term survival and to increase our
competitive advantage, the Group has made numerous efforts in continuing to attract talents
through its recruitment initiatives. We firmly believe that offering technical training to our staff
would help them develop their talents and lower the local unemployment rate.
The Group has also formed strategic partnerships with research organizations and agencies for a number of research and develop-
ment projects to develop new raw materials sources and explore methodologies and commercial applications. In order to broaden
our people’s expertise and enrich their experience, our employees are given the opportunity to lead research initiatives with outside
organizations.
Techbond values continuous learning and growth and employees are encouraged to develop themselves through upgrading their skill
sets, taking on stretch assignments as well as expanded responsibilities that are essential for them to remain effective and relevant.
Maintaining employees’ long-term employability is a crucial factor that contributes to our success. Techbond firmly believes that,
despite a difficult year, investing in employee development through personal development training has enabled our employees to
reach their full potential.
The type of Training Programs conducted for Safety & Health are as follows:
Safety
Environmental Occupational Awareness
Occupational Root Cause
Impacts on First Aids & Forklift
Safety & Health Analysis
Solid Waste and CPR Operators
Safety
We continue to always empower our employees in ways that will help to enrich them while contributing towards our overall success.
Total Training Hours - By Gender Male Female Average Training Hours - By Gender Male Female
Total Training Hours by Employee Category Average Training Hours by Employee Category
Total Training Hours By Employee Category Senior Management Average Training Hours - By Employee Category Senior Management
Middle Management Execu�ve Middle Management Execu�ve
Non-Execu�ve Non-Execu�ve
Human Rights
Techbond respects the human rights of all its workers and supports the local
communities. Human rights are respected throughout our operations and
extended value chain as we conduct business ethically and sustainably. Our
practices proactively assess our human rights impacts on an ongoing basis as
part of our business processes.
1. Hiring & Employment 2. Safe Working 3. No Abuse & 4. No Forced, Child 5. Foreign Worker
Environment Harassment Labour Treatment
Prohibits discrimination
in the hiring and Provides a safe and Prohibits physical Does not use child, Foreign or migrant workers
employment practices healthy workplace, free abuse, harassment of forced, prison, must be employed in full
including gender, race, from discrimination and associates and threats indentured or involuntary compliance with labour
religion, age, disability harassment. of either. labour. and immigration laws.
and nationality.
Techbond employees are eligible to a host of benefits packages in accordance with local laws. The benefits offered are both competitive
and equitable to promote a healthy work-life balance. We adhere to statutory mandated benefits which include:
The Management also implemented the following initiatives to remediate the burden on employees’ finances during the
MCO period.
• Employees continue to receive bonuses and annual increments for FY2022.
• No salary deduction/ forced leave imposed throughout the Movement Control Order period.
• Employee’s RTK and PCR tests were at the expense of the Company.
• Additional PPE such as face masks and self-test kits are provided to all employees.
• No additional cost burden shifted to employees due to Covid-19 Standard Operating Procedures (SOPs).
Covid-19 Management
Techbond Group has been consistently applying its own set of SOPs to address the transition
of Covid-19 from a pandemic to an endemic phase. Here are the measures that have been
undertaken during this transition period:
Sanitation
Hand sanitizers are available at various locations of our premises. Employees or visitors are required to use the
hand sanitizer after temperature check. Sanitizers are also given to every employee for their own use.
Social Distancing
Social Distancing is practiced at our work place. Employees or visitors are required to observe at least 1-meter
distance from one another. Virtual meetings are held to stay connected and ensure business continued as usual.
Disinfection
Disinfection and cleaning of the entire company premises are as per SOP. The disinfection processes for Compa-
ny factories were carried out twice a day to maintain hygiene and prevention against the virus.
We take proactive measures by placing employees who are regarded as close contact under quarantine and isolation and also undergo
subsequent screenings. We also carry out deep cleaning and disinfecting exercise at the premises and dormitories in Shah Alam.
The Company is committed and strictly adheres to the SOP issued by the authorities and continues to undertake precautionary and
preventive measures for Covid-19 as part of its sustainability and business continuity management.
Employee Engagement
Employee Welfare
We aim to foster a risk-averse working environment, eliminate safety The role of OSH committee involves, but not limited to:
hazards and target zero fatalities and accidents across the Group.
Techbond champions a safe and healthy working environment in all
aspects of its operations by taking HSE considerations as an utmost Review safety and health
priority. procedures at the workplace
We also seek to enforce the role of each employee at all levels and enforce personal accountability to sustain a culture of zero harm at
all times. The Health and Safety Committee oversees the governance and performance of the Group’s Occupational Safety & Health.
The OSH Committee convenes regularly during its quarterly meeting to discuss, assess and identify possible health and safety risk.
The OSH Committee also continuously monitor these incidents and offer recommendation for improvement actions. Employees are
also continuously reminded of the mission, vision and policies of the company and are briefed on relevant information regarding health
and safety.
Our key performance indicators on Occupational Safety & Health are set out below:
250
209
200
150
89
100 63 60
50
0 0 0 0 1 0 0 0
0
FY2021 FY2022 FY2023
Due to the accident that occurred in FY2022, we have enhanced our Ribbon Mixer machine valve to include an additional padlocked
cover to prevent employees from placing their hands on the machine valve while the machine is running. The key for the padlock can
only be released when the machine is turned off. This will completely eliminate any potential occurrence of accidents involving the valve
of the Ribbon Mixer machine. Our Ribbon Mixer machine is also supplemented with a clear signage on the safety precautions involved
in handling the machine translated in both Malay and Nepali language to prevent future accidents.
We continuously aim to do better by learning from past incidents. The root cause of all accidents is investigated thoroughly with
lessons learnt being shared and corrective actions being implemented across the Group. To reduce number of incidents in the
workplace, the Group has also established a Health and Safety Policy where all employees are required to comply with the safety proce-
dures and the relevant employees are also required to attend safety awareness programmes conducted by the Company.
We also conduct safety awareness and PPE briefing to all related departments. We remain steadfast in our endeavour to uphold at
highest priority the safety, health and well-being of our people and continue to aim for zero accident for next year.
The Group has developed the following safety and health initiatives:
1
Chemical Spillage Control Procedure
2
Installation of Drain Spill Stopper
In the event of a chemical spillage, proper cleaning proce- When a chemical spill occurs, it is necessary to take
dures and storage containers are provided to reduce prompt and appropriate action. To ensure proper
environment contamination. Appropriate personal management of hazardous chemical spills, we have
protective gears are provided to all employees to prevent installed a drain spill stopper at our main drainage
personal injury and minimize accidents at the workplace. systems. This drain stopper is one of our precautionary
Our employees are well trained in the event of a chemical measures to stop chemical spills from leaking into the
spillage through our chemical spillage trainings. environment in the event of a leakage.
3
ISO Safety Awareness
4
Emergency Response Team (ERT)
The ISO Safety Awareness is conducted once a year to The Emergency Response Team (ERT) has been formed
inform and educate our employees on procedures in to handle any workplace emergency and administer
handling accidents, illnesses and hazards in the first-aid procedures before the arrival of medical rescue
workplace. Safety assembly and fire drills are conducted personnel. The ERT is equipped with first-aid kit in the
on planned and unplanned intervals to ensure awareness manufacturing, research and development and office
and personal safety. area.
• Accident Treatment
(a) Chemical Control / Cleaning up of Chemical Spillage
(b) Liquid Release (spillage of hazardous chemicals and flammable
chemicals)
(c) Gaseous Release (vaporisation / emission of harmful fumes)
(d) Flooding
Techbond believes that ensuring the health and safety of its workforce is essential to provide a safe and healthy working environment
for all. We also have in place our Emergency Response Plan in the event of Fire, Electric Shock and Accident under the ISO 14001:2015
Environmental Management System to facilitate the containment and management of these incidents.
BUSINESS WITH
INTEGRITY
Upholding key business ethics
and principles
Techbond is committed to being a responsible Similarly, members of the three (3) Board Committees: Audit
corporate citizen and attempt to uphold ourselves Committee, Nomination Committee and Remuneration
Committee, are directed by the corresponding Terms of Refer-
to the highest standard of ethical conduct and
ence (“ToR”) for each of Committees that outlines the objective
integrity. We play a pivotal role in incorporating and responsibilities in assisting the Board.
ethical behaviours throughout the Group & is cog-
nisant that integrity in business is an essential Other policies and procedures adopted by Techbond include:
ingredient for the Group’s sustainable, long-term
a) Directors’ Fit & Proper Policy
business success. b) Anti-Bribery Management System Policy
c) Dividend Policy
We are a strong advocate of compliance and integrity that has d) Remuneration Policy
become the cornerstone to our ethical business practices and e) Corporate Code of Business Conduct & Work Ethics Policy
overall company policy. We pursue a zero-tolerance approach f) Board Diversity Policy
towards corruption and other breaches of the law and is g) Fraud & Whistleblowing Policy
committed to complying with all legal and regulatory require- h) Corporate Governance Report
ments. We have policies, procedures and platforms in place to i) Terms of Reference of Remuneration Committee
ensure that accountability and responsibilities are upheld j) Terms of Reference of Nomination Committee
throughout the Company and across all stakeholder relations. k) Terms of Reference of Audit & Risk Management Committee
l) Board Charter
Our zero-tolerance approach requires a holistic compliance
system of measures to ensure that business is always carried Techbond places heavy emphasis on upholding high ethical
out in full accordance with the law. The entire management standards in our business conduct and dealings to safeguard
team is required to commit to compliance to ensure that all the Group’s reputation. Numerous Group-wide policies and
business decisions and activities conform to the relevant legal procedures govern all Directors and employees at all times. All
requirements and follow our own values and company policies. codes and policies are reviewed from time to time where deem
necessary to ensure they remain relevant to current laws and
We are focused on our responsibilities to all our stakeholders regulations.
and strive to ensure the integrity of our operations while
creating long-term value. We respect social norms and interna-
tional guidelines and act with high ethical standards, transpar-
ency and accountability that is deeply rooted in the company All polices are relevant and reviewed from time
Updated on Target
culture. to time
The Group is committed in conducting all its business operations sustainably by applying the highest ethical
standards. Supply chain management is an enabler of our sustainable growth and overall success. The Group’s
supply chain is guided by the Group’s Supplier Code of Ethics on Business Integrity and Supplier Qualification
procedure to evaluate the capabilities of potential suppliers to ensure that all comply with the principles and
apply high standards to meet our requirements.
Supplier’s material selections, quality, labour practices and overall sustainable practices are considered along with formal certification
including:
Within the realm of sustainability, several critical matters take center stage in our discussions. Competitive pricing ensures our
services and materials remain accessible without compromising quality. We prioritize sustainable packaging materials to reduce
environmental impact. Sustainable supply chain management is integral to our long-term environmental responsibility and resilience.
Data privacy and security are paramount in today's digital age, and we uphold the highest standards in this regard. Incoming quality
inspection ensures that materials meet our stringent quality criteria before they become part of our supply chain. These sustainability
matters underscore our commitment to responsible business practices and the continuous enhancement of our services and materi-
als.
Our organization has set an objective to enhance customer satisfaction. We recognize the importance of fostering strong connections
with our customers, and to achieve this, we employ a diverse range of engagement channels. These include the utilization of customer
feedback forms, customer audits, and corrective action reports to continuously improve our products and services. Furthermore, we
promote transparency and trust through on-site factory visits, where customers can witness our manufacturing processes firsthand.
Regular business meetings provide a platform for open communication, while our electronic mall simplifies the ordering process.
Upholding a strong Code of Ethics and Conduct is fundamental in all our engagements.
In addition to customer-centric approaches, sustainability is a key focus area in our discussions. We prioritize consistent product
quality and rigorous quality control measures to minimize environmental impact and ensure long-term customer satisfaction. Our
support services contribute to the sustainable growth of our business and the broader community. Holding an ISO Certificate under-
lines our commitment to quality and environmental responsibility. Furthermore, we are dedicated to safeguarding customer data
privacy and security, aligning with evolving standards in this regard. These sustainability matters underscore our dedication to respon-
sible business practices and customer-centricity.
Local procurement creates value for local communities. The Group strives to engage local suppliers in its
efforts to spur the growth of the local economy in the countries in which it operates. The Group prefers sourcing
local suppliers in the pursuit of excellence in accessibility, communication, logistics and timely response. The
Group continuously tracks its composition of local to overseas suppliers with the objective of sourcing more
local raw materials to support the local industries.
Number of Local & Foreign Suppliers Engaged Proportion of spending on local suppliers (%)
38.8
150 150 150
160 40 33.1
140 35
120 30
22.1
100 25
80 20
60 39 40 40 15
40 10
20 5
0 0
FY2021 FY2022 FY2023 FY2021 FY2022 FY2023
The Group also conducts periodical review of its packaging materials to continuously identify opportunities to reduce wastages and
costs by using flexi-bags within the shipping containers. This significantly reduces the need for metal drums and efforts are in place to
recycle flexi-bags to reduce waste generation.
Integrity is a fundamental business philosophy and deeply rooted in the corporate culture. The Group has adopted a zero-tolerance
approach and takes a strong stance against all forms of corruption and bribery throughout our value chain.
The Group is guided by a robust governance structure and upholds high standards of ethics and integrity in our business conduct. We
have also implemented an extensive array of policies, codes and procedures to ensure Techbond and those we engage with operate
ethically.
Code of Conduct
The core principles, which the board and senior management are The Group introduced the Anti-Bribery Management System
committed to uphold are encapsulated in the Company’s Corpo- Policy, which communicates its comprehensive stand on
rate Code of Conduct and Ethics Policy (the “Code”). The Code anti-corruption. The Anti-Bribery Management System Policy
applies to Techbond Group Berhad and each of its subsidiaries was established to set out relevant measures to prevent the
(collectively, the “Company”), its employees and officers. Failure occurrence of corruption and bribery.
to do so could result in disciplinary action which may include
termination. The ABMS policy outlines the Group’s expectations pertaining
to giving or receiving gifts or gratifications as defined by the
The Code reflects our core values and the principles of behaviour MACC Act 2009. The key areas encompassed by the policy are:
that supports the maintenance of the highest standards of
professional, legal and ethical conduct. These principles govern • Gifts, entertainment and hospitality;
our relationships with customers, suppliers, shareholders, • Travel;
competitors, the communities in which we operate and extends • Charitable donations and sponsorships; and
to all employees of the Company. The Company is also commit- • Dealings with public officials.
ted to create a workplace, at all its working locations, that, at all
times, is free from harassment and discrimination, where All Board members and employees have completed the
co-workers are respected, and provide an appropriate environ- Anti-Bribery Management System Policy conducted by
ment so as to encourage good performance and conduct. external trainer. Whereas, ABMS training is made compulsory
during the induction programme for new hires. For FY2023, all
The Company has adopted the following values: new hires attended an ABMS training during induction.
To act honestly, fairly and professionally in all business dealings. 100% of Techbond’s employees had completed an annual
To foster a culture of integrity. refresher training programme as well as an online declaration
To work together to promote a safe, ethical and professional and assessment to acknowledge that they are aware of, have
workplace. read, and are compliant with Techbond’s corporate policies
To comply with the laws, rules and regulations under which the and guidelines, including th ABMS Policy.
Company conducts its business.
To respect the local communities wherever the Company The Managing Director oversees our compliance with anti-cor-
operates. ruption policies and compliance. Every employee is responsi-
ble for preventing and reporting the instances of corruption,
Anti-Bribery Management System Policy bribery, suspicious activity or wrongdoing which may lead to
bribery using our whistleblowing channels. Employees found
1. Applies to TGB, its subsidiaries and all related companies. to have been involved in bribery are subject to disciplinary
2. Upholding all applicable Anti-Corruption Laws, regulations and action that can lead to instant dismissal.
guidelines.
3. Prohibits all corrupt acts including fraud and trading influences. The Group strives to build and strengthen its relationships with
4. Zero tolerances for all forms of bribery including kickbacks Business Associates. In ensuring that the Business Associate
and offering entertainment. adhere to industry best practices and accepted standards of
behaviour, Business Associates are required to understand
5. Upholds the highest standard of integrity in all business
and adopt the Anti Bribery Management System Policy.
transactions.
During the FY 2023, all employees were briefed on the MACC
Act and none of our employees were involved in any incidents
of corruption and bribery activities.
The Group’s Whistle Blowing Policy provides a channel for We have established mechanisms to
individuals to report incidents of negligence and malpractice ensure the Group’s compliance with
committed by Directors, management and employees. applicable laws and regulations and to
account for any changes in the regulatory
Reports are kept anonymous and the whistle-blower is protect- landscape.
ed from threats of retaliation under the Whistle Blowing Policy
and procedures. Reports of incidents regarding illegal conduct Techbond enforces strict compliance throughout our opera-
are submitted to the Audit Committee Chairman, or Group tions by observing applicable regulatory and statutory laws of
Managing Director. the countries within which we operate. Techbond has imple-
mented various mechanisms across our markets to remain
This policy falls under the review of the Audit Committee and is up-to-date with the evolving regulatory requirements as a
reviewed for relevancy and effectiveness as and when required. multinational organisation.
Any changes to the policy are subject to the approval of the
Board. In FY2023, zero (0) cases were submitted at Techbond. We engage professionals to conduct internal audits to ensure
compliance with applicable laws and account for changes in
Further expanding our commitment to anti-bribery and regulatory requirements. Internal audit report summarises key
anti-corruption, our suppliers, contractors and service provid- findings and highlights areas of non-compliance or weakness.
ers are required to maintain a confidential platform that is
easily accessible for their workers to report any violations This system highlights the procedures for internal and external
against the Supplier Code of Conduct. Any reports submitted compliance audits of Techbond and relevant external third
are to be investigated by the said supplier, contractor or service parties in the event of a non-compliance incident.
provider and corrective action to be taken as appropriate.
Techbond experienced zero (0) incidences of reported
non-compliance for FY2023.
Data Protection
Cybersecurity risks are a growing concern, particularly as the Covid-19 pandemic has seen a shift in operational dynamics
in the industry, prompting the acceleration of digital transformation. To prevent unauthorised disclosure of confidential
Company information, we have established an Information Security policy which clearly details Techbondians’ responsibili-
ties pertaining to the appropriate usage of our email system. Our employees are also subject to the Personal Data Protection
Act 2010 (”PDPA”), which requires them to treat the personal and confidential information of others in a responsible manner
at all times.
Customer Privacy
We safeguard our customers' data and privacy from data breaches with established policies and procedures.
Techbond received (0) incidences of reported substantiated complaints concerning breaches of customer privacy and losses
of customer data for FY2023.
2022 2023
Material Matters Target
Performance Performance
Cloud-Based System
To reduce losses and risk event with forward-looking risk visibility, Techbond has invested in cloud-based system for real time
connectivity of our operation to promote centralised management, more transparency and less complexity. We practice daily
backup to minimise any disruption to our operations in terms of cyber risk involving virus or ransomware.
2022 2023
Material Matters Target
Performance Performance
Zero cases of customer data mismanagement and
Data Protection Achieved Achieved
breaches year-on-year
Data Protection Zero cases of data loss Achieved Achieved
COMMUNITY
CARE & ENGAGEMENT
Disaster Relief
During this time of need, financial relief and support were given
to our employees affected by the flood. Besides that, we also
provided aid and support to the local communities affected by
the flood by participating in the save and rescue mission.
Response to Covid-19
The Covid-19 pandemic has been unrelenting in its impact to the world. In the ongoing fight against Covid-19, Techbond provided
support to our employees by donating a total of 75,000 unit of face masks and 2,022 Covid Test Kits to all our employees.
OUR PERFORMANCE
DATA ENVIRONMENTAL
PERFORMANCE
40,000 0.020
30,000 0.015
20,000 0.010
10,000 0.005
- 0.000
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023
10,000 20,000
5,000 10,000
- -
FY2020 FY2021 FY2022 FY2023 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
ENVIRONMENTAL
PERFORMANCE
0.00020 20
0.00000 0
FY2020 FY2021 FY2022 FY2023 FY2020 FY2021 FY2022 FY2023
Water Consump�on per unit Produced (m3/unit) Waste Water Treated Outgoing Discharge
Waste Management
ENVIRONMENTAL
PERFORMANCE
Emissions Management
Scope 1 Emissions
LPG Diesel
Emissions Management
Scope 2 Emissions
Scope 2 Carbon Emissions (kg of CO2e) Carbon Emission Intensity CO2e/kg Adhesive
598,388 Produced (kg of CO2e)
600,000 536,198
484,356 0.115 0.113
500,000 0.120 0.108
419,644
0.094
0.100
400,000
0.080
300,000
0.060
200,000
0.040
100,000
0.020
-
0.000
FY2020 FY2021 FY2022 FY2023
FY2020 FY2021 FY2022 FY2023
SOCIAL
PERFORMANCE
Employee Demographics
Percentage of employees by age group for each employee category is tabulated below:
SOCIAL
PERFORMANCE
Male 67
Gender
Female 33
< 30 0
Age 30-50 33
> 50 67
There are no contractors or temporary employees employed within the Group, all employees are employed under the Group.
20% 30%
70%
80%
8%
39%
38% 54%
61%
SOCIAL
PERFORMANCE
Senior Middle
Executive Non-Executive
Total number of employee Management Management
turnover by employee category
0 1 8 6
Total Training Hours - By Gender Male Female Average Training Hours - By Gender Male Female
Total Training Hours by Employee Category Average Training Hours by Employee Category
Total Training Hours By Employee Category Senior Management Average Training Hours - By Employee Category Senior Management
Middle Management Execu�ve Middle Management Execu�ve
Non-Execu�ve Non-Execu�ve
SOCIAL
PERFORMANCE
250
209
200
150
89
100 63 60
50
0 0 0 0 1 0 0 0
0
FY2021 FY2022 FY2023
Number of Local & Foreign Suppliers Engaged Our proportion of spending on local suppliers (%)
SOCIAL
PERFORMANCE
Regulatory Compliance
Customer Privacy
2022 2023
Material Matters Target
Performance Performance
Cloud-Based System
2022 2023
Material Matters Target
Performance Performance
Zero cases of customer data mismanagement and
Data Protection Achieved Achieved
breaches year-on-year
Data Protection Zero cases of data loss Achieved Achieved
GRI
CONTENT INDEX
Sub- Page
Content References
disclosure Number
GRI 1: 2021
2-3 Reporting period, frequency and contact point p/g 1 About This Report – Reporting Period & Feedback
2-8 Workers who are not employees p/g 30&31 Employee Demographics
2-27 Compliance with laws and regulations p/g 41 - 46 Business with Integrity
204-1 Proportion of spending on local suppliers p/g 42 Building a Responsible Supply Chain
GRI 205: Anti-Corruption 2016
Operations assessed for risks related to
205-1 p/g 44 Anti-Bribery Management System Policy
corruption
Communication and training about anti-
205-2 p/g 44 Anti-Bribery Management System Policy
corruption policies and procedures
Confirmed incidents of corruption and actions
205-3 p/g 44 Anti-Bribery Management System Policy
taken
Sub- Page
Content References
disclosure Number
302-1 Energy consumption within the organisation p/g 17-18 Energy Management
303-1 Interactions with water as a shared resource p/g 20 Water & Effluents – Sustainable Water Usage
Management of water discharge-related
303-2 p/g 21 Waste Water Management
impacts
303-3 Water withdrawal p/g 20 Responsible Wastewater Treatment
303-5 Water consumption p/g 20 Water & Effluents – Sustainable Water Usage
401-1 New employee hires and employee turnover p/g 32 Talent Acquisition
Sub- Page
Content References
disclosure Number
p/g 35 COVID-19 Management
403-6 Promotion of worker health p/g 36 Employee Welfare
p/g 39 Safety & Health Initiatives
Workers covered by an occupational health
403-8 p/g 39 Safety & Health Initiatives
and safety management system
CONNECT WITH US
www.techbond.com.my
T ECHBOND G R O U P B E R H A D
No. 36, Jalan Anggerik Mokara 31/59, Seksyen 31, Kota Kemuning,
40460 Shah Alam, Selangor Darul Ehsan,Malaysia
Tel: +603-5122 3333 | Fax: +606-5122 3888
Email: adhesive@techbond.com.my