7247 SCGM AnnualReport 2023-04-30 SCGMAR2023BURSA 493710026
7247 SCGM AnnualReport 2023-04-30 SCGMAR2023BURSA 493710026
7247 SCGM AnnualReport 2023-04-30 SCGMAR2023BURSA 493710026
200701021012 (779028-H)
200701021012 (779028-H)
ANNUAL REPORT 2023
Head Office: PTD 109444, Jalan Senkang, Kawasan Perusahaan Sri Sengkang
ANNUAL REPORT
81000 Kulai, Johor Darul Ta’zim, Malaysia. Tel: +607 652 2288 Fax: +607 652 2299
Manufacturing Plants Kulai: PTD 109444, Jalan Senkang, Kawasan Perusahaan Sri Sengkang
81000 Kulai, Johor Darul Ta’zim, Malaysia.
2023
Lot 3304, Batu 24 1/2, Jalan Kulai-Air Hitam, 81000 Kulai, Johor Darul Ta’zim, Malaysia.
W H AT ’ S I N S I D E
CONTENTS
1 OVERVIEW 4 OUR GROUP STRUCTURE
Our Vision, Our Mission, Our Values..................... page. 02 Corporate Information......................................... page. 106
Corporate Profile of SCGM BHD........................... page. 03 Profile of Directors............................................... page. 107
Corporate Structure............................................... page. 03 Other Information of Directors............................ page. 113
Five Years Group Financial Highlights.................. page. 04 Profile of Key Senior Management..................... page. 114
Investor Relations.................................................. page. 06
Commitments to Service Quality and
Analysis.................................................................. page. 07
Management Discussion and Analysis................ page. 10 Additional Compliance Information.................... page. 129
Directors’ Report.................................................... page. 20 Notice of Sixteenth Annual General Meeting..... page. 138
OUR VISION
To be the leading vacuum thermoforming manufacturer in Asia.
OUR MISSION
Leading the Industry | Service Focus | Superior Quality
OUR VALUES
Customer Centric Strength in Diversity
We exist to serve our customers in We believe in diversity to our culturally mix
catering to their needs and provide the values and beliefs as our strength.
services that our customers want.
Integrity
High Performance
We are honest, respectful and professional
We work hard and we work strategically in everything we do because integrity is
for our customers, the founding values of our business and
staff and stakeholders. the foundation of SCGM Bhd.
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
SCGM Bhd (“SCGM” or “the Group”) was established in 1984 through its wholly-owned subsidiary, Lee Soon Seng Plastic
Industries Sdn Bhd (“LSSPI”). In a span of 38 years, the Group has grown by leaps and bounds to become a leading
thermoform food and beverage (“F&B”) packaging manufacturer in Malaysia.
SCGM has since dispose LSSPI on August 2022. Our Company is currently now an investment holding company while
our subsidiary, Habipack Sdn. Bhd. (“HSB”), a wholly‐owned subsidiary of the Group was incorporated in Malaysia. SCGM
currently is in the midst taking the necessary process of identifying and acquiring new suitable businesses/assets in order
to sustain the listing requirement.
CORPORATE STRUCTURE
100%
HSB
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3
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
page.
4
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
150 100
100
50
50
0 2.7 2.0 7.3 6.8
0 0
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
250.00 400.00
207.56
189.79 309.55 306.83 316.29
200.00 298.54
170.15 300.00
156.89
150.00
111.60 200.00
100.00
120.70
100.00
50.00
0 0.0
2019 2020 2021 2022 2023 2019 2020 2021 2022 2023
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5
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
INVESTOR RELATIONS
The containment measures for the period 1 May 2022 to 30 April 2023 did not deter SCGM from upholding our Investor
Relations practices. The Group continued to employ various means to keep our investing community informed on the
latest developments of the Group’s operations, growth plans and financial performance. These included announcements
to Bursa Malaysia Securities Berhad, press releases disseminated to the media, and organizing/participating in virtual
meetings, briefings and conferences
With the completion of the disposal of the Company’s 100% equity interest in LSSPI, a wholly-owned subsidiary of SCGM
to Mitsui & Co., Ltd and FP Corporation (“Disposal”) and as announced on 2 September 2022, the Company is a “Cash
Company” pursuant to Paragraph 8.03(1) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
(“Bursa Securities”) (“Listing Requirements”).
Pursuant to the Disposal, the Company distributed a special cash dividend of RM1.85 per ordinary share to SCGM
shareholders on 29 September 2022. On 7 December 2022, Hong Leong Investment Bank Berhad (“HLIB”) had, on behalf
of the Board of Directors of SCGM (“Board”), announced that an office copy of the order consenting the reduction of the
share capital of the Company (“Order”) dated 29 November 2022 has been lodged with the Registrar of Companies on 7
December 2022. Accordingly, the resolution for the Capital Reduction and Repayment as confirmed by the Order took effect
on 7 December 2022 pursuant to Section 116(6) of the Companies Act, 2016. On the even date, HLIB had, on behalf of the
Board, announced the entitlement date for the Capital Reduction and Repayment and the payment date is 4 January 2023.
On 4 January 2023, HLIB had, on behalf of the Board, announced that the settlement of the cash distribution of RM0.36 for
each SCGM Share (“Cash Distribution”) has been affected and duly credited on 4 January 2023 to the entitled shareholders
of SCGM.
The Company is currently taking the necessary process of identifying and acquiring new suitable businesses/assets in
order to regularise the condition of the Company within the stipulated timeframe of 12 months from the time the Company
is notified by Bursa Securities on 2 September 2022 that it is a “Cash Company” pursuant to Paragraph 8.03(1) of the
Listing Requirements upon completion of the Disposal. In this respect, the Company must comply with the provisions and
requirements in Paragraph 8.03 and Practice Note 16 of the Listing Requirements.
SCGM endeavors to provide timely and accurate disclosures of our financial performance and corporate developments
as part of our commitment to building sustainable relationships with our shareholders. In the year, the Group’s top
management interacted with fund managers and analysts through in‐person meetings and virtual briefings. In addition,
announcements of unaudited financial results, investor presentations and press releases were sent to interested parties
in the investment community upon receipt of their request. Some of these materials are made available on the Group’s
Investor Relations website for public viewing too.
SCGM held its Fifteenth Annual General Meeting (“15th AGM”) on 28 September 2022, during which a presentation was
given to shareholders, encompassing the overview of the audited financial reports for the financial year ended 30 April
2022 and the Group’s business strategies in FY2023. The Board of Directors and senior management encouraged and took
note of shareholders’ feedback and addressed their queries on both the financial performance and operational strategies.
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Moreover, we value and strive to achieve a high‐performance culture, which is also key to us meeting the needs and
requirements of our clients. In order to maintain our quality to better serve our customers, we recognise our personnel on
their individual contributions, while still aligning them to the Group’s performance as a whole.
Due to the different requirements for varying clientele, we have established different teams for customer relationship
management, based on product requirements. Additionally, these teams also have the opportunity to cross‐sell other
products from different teams if the need arises, in order to meet client demand.
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
CHAIRMAN’S STATEMENT
Dear Shareholders,
FINANCIAL PERFORMANCE
PROSPECTS
The Company is taking the necessary steps in identifying and acquiring new suitable businesses/assets in order to
regularize the condition of the Company within the stipulated timeframe of 12 months from the time the Company is
notified by Bursa Securities on 2 September 2022 that it has been classified as a “Cash Company”.
The Board and management are committed to try to be patient and disciplined so that we invest only when the right
opportunity presents itself at the right price. The Board and management will continue to look for pockets of opportunities,
searching for yields and investing only when our pre-determined investment criteria has been met. The Company would
make the necessary announcement when there are further developments in the Company’s plan to acquire a viable
businesses or assets.
SUSTAINABILITY
The Group continues to endorse principles of sustainability in its business operations and corporate activities. We are
pleased to present to you our Sustainability Statement in the Annual Report where you can find our thoughts on the matter
and also some of the initiatives that are already in place.
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
CHAIRMAN’S STATEMENT
(Cont’d)
ACKNOWLEDGEMENT
As a Group, our overreaching long-term commitment is to continue executing our business strategies aimed to generate
profitable growth for the Group, improve earning resiliency and enhance shareholders’ value. We are optimistic that we will
be able to achieve these objectives largely due to the support and hard work of the various people around us whom I would
like to acknowledge.
I would like to take this opportunity to extend my warmest gratitude to our shareholders, customers, suppliers and business
associates for their unrelenting support and confidence in the Group.
On behalf of the Board, I would also like to extend my heartfelt appreciation to our management and staff for their
unwavering commitment, diligence and perseverance for the past year.
I would also like to extend my admiration and thanks to my fellow members of the Board for their contribution and
enlightened counsel in the pursuit of our goals.
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Introduction
SCGM Bhd (“SCGM” or “the Group”) was established in 1984 through its wholly-owned subsidiary, Lee Soon Seng Plastic
Industries Sdn Bhd (“LSSPI”). In a span of 38 years, the Group has grown by leaps and bounds to become a leading
thermoform food and beverage (“F&B”) packaging manufacturer in Malaysia.
Bursa Malaysia Securities Berhad (“Bursa Securities”) had vide its letter dated 2 September 2022 notified the Company
that the Company is a Cash Company pursuant to Paragraph 8.03(1) of the Main Market Listing Requirements of Bursa
Securities (“MMLR”) upon completion of the disposal of Lee Soon Seng Plastic Industries Sdn. Bhd. to Mitsui & Co. Ltd
and FP Corporation.
In this respect, the Company must comply with the provisions and requirements in Paragraph 8.03 and Practice Note 16
(“PN16”) of the MMLR. Bursa Securities has, via its letter dated 2 September 2022 that the Company is required to submit
a regularisation plan by 31 August 2023. The Company had on 21 August 2023 submitted an extension of time to inform
Bursa Securities for an extension of time to submit a regularisation plan.
In the fiscal year ended on April 30, 2023, the Group recorded a profit of RM329.104 million, which was primarily attributed
to the disposal of LSSPI.
During the same period, the Group achieved a notably higher pre-tax profit of about RM330.024 million, marking a substantial
increase compared to the previous financial year. This impressive growth was primarily a result of the profit gained from
the sale of its subsidiary, LSSPI, which occurred in the second quarter of that fiscal year.
As of 30 April 2023, the profit attributable to shareholders at the Group level reached an approximate value of RM329.1
million, contributing to an earning per share of approximately RM1.71.
The Company does not have any business and operations as at the end of the financial year ended 30 April 2023. Thus,
there will be no revenue generated until the Company regularises its condition.
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Dividend
The Company had paid out dividends totalling RM1.85 per ordinary share during the financial year ended 30 April 2023.
Prospects
The Company is taking the necessary steps in identifying and acquiring new suitable businesses/assets in order to
regularize the condition of the Company.
The Board and management are committed to try to be patient and disciplined so that we invest only when the right
opportunity presents itself at the right price.
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
SUSTAINABILITY STATEMENT
The measures outlined in this Sustainability Statement represent SCGM’s efforts to instill good practices in our operations,
in line with the larger objectives of preserving the natural environment, enhancing the quality of life in the community, and
delivering financial profits.
Our sustainability pursuits are modelled upon the United Nations (“UN”) Sustainable Development Goals (“SDGs”), which
are part of the UN Member States 2030 Agenda for Sustainable Development. We recognize the importance of the 17 SDGs
towards achieving a sustainable future for the world and have aligned our operations to support this global effort.
For SCGM, we have identified 9 of the 17 goals shown below that are directly or indirectly related to our over reaching goals
of developing sustainable communities and building the nation.
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
SUSTAINABILITY STATEMENT
(Cont’d)
GOVERNANCE STRUCTURE
Monthly
These are subsequently implemented by the divisional-level Group Mgmt.
Reporting
Sustainability
Departmental Sustainability Reporting through Strategic Committee (GMSC)
Business Units, with the results reported on monthly basis
to the Sustainability Department for feedback to the Board. Monthly
Reporting
In so doing, each key member of the organisation is made
Departmental
aware of sustainability concerns and empowered with Sustainability
initiatives and resources to manage them in a holistic Reporting (DSR)
manner.
SCOPE
This sustainability statement only covers the sustainability of performance of SCGM as an investment company which
as no core business and therefore, may not meet all the disclosure requirements pursuant to the Main Market Listing
Requirements.
STAKEHOLDER ENGAGEMENT
SCGM has identified key stakeholder groups that are essential to business continuity, and endeavours to engage with these
groups on regular basis to guide the formulation of sound business strategies and enhancement of existing processes that
would contribute to SCGM’s success.
The common stakeholders we engage with and the corresponding sustainability matters that are relevant to them are
itemised below:
Stakeholder group Frequency and type of Topics of concern Issue management actions
engagement
Customers Frequency: - Product quality - Quality management
(existing and Regular, Ongoing - Timely delivery system
potential) - Product defects - Competitive pricing
Type: - Product prices and values - Quality assurance and
Awareness programme, - Innovation reunion program
One to one engagement, - Communication &
Roadshows Responses
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
SUSTAINABILITY STATEMENT
(Cont’d)
Stakeholder group Frequency and type of Topics of concern Issue management actions
engagement
Employees Frequency: - Well-being of the company - Staff engagement
Regular, ongoing and job security programmes
- Staff welfare and benefits (e.g. HR4U, Customer 1st
Type: - Safe environment programme)
Knowledge sharing sessions, - Work competency and - Implementation of
Internal customer engagement training Environment, Safety and
programme, Internal customer Health (ESH) programmes
satisfaction survey, Innovation - Job-related training and
Accelerator Programme workshops
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ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
SUSTAINABILITY STATEMENT
(Cont’d)
Stakeholder group Frequency and type of Topics of concern Issue management actions
engagement
Governments and Frequency: - Customer rights - Responsible reporting
regulators Ad hoc - Compliance and marketing
communications
Type: - Monitoring of compliance
Meetings, pre-consult (e.g. legal checklist)
submission, periodical
monitoring & reporting
MATERIAL ISSUES
SCGM maps out aspect boundaries in areas that are both important to us and have impact on experiences inside the
organisation or externally in the value chain. We have also mapped it alongside key SDGs, given that they represent an
encompassing roadmap towards better development. Below are the key issues that we will strive to develop in the future.
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
SUSTAINABILITY STATEMENT
(Cont’d)
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16
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
SUSTAINABILITY STATEMENT
(Cont’d)
ECONOMY
Malaysia’s economic health is important to the stakeholders who receive income through our business, including our
personnel, shareholders, financiers and contractors. Our approach to generating economic value is based on strategic
investments and effective operations.
We will create economic value through generating clean electricity. We will also distribute economic value through operating
costs, salaries, wages and benefits.
ENVIRONMENT
The Group’s operations comply with relevant environmental protection standards to minimise the impact to the environment.
Our practices are shaped by the following local regulations:
SCGM reported no issues of non-compliance with laws and regulations on issues pertaining to the environment in FY2023.
Energy Consumption
We understand the importance of using energy more efficiently and choosing renewable energy sources in order to fight
climate change and reduce our environmental footprint. As such, we strive to optimise our energy use and transit from
brown energy to green energy. This aligns with our aim of ‘using clean sources, producing clean sources.
Waste management
In line with our sustainability mission, the reduction and management of waste is of importance to us. Aiming to practise
optimal waste management, we continuously review our waste management procedures and identify opportunities for
improvement. We actively seek ways to reduce, reuse and recycle materials in our office.
SOCIAL
SCGM will not discriminate against employees, suppliers and other stakeholders with regard to race, age, gender, sexual
orientation, religion, disability and nationality. We recognise that equal pay for equal work refers to the right of all workers
to have equal remuneration for work of equal value. This goes beyond basic wages and includes forms of remuneration
including overtime pay, bonuses, travel allowances, insurance and other benefits.
We have a Sexual Harassment Policy and Grievance Procedure that is included in employee handbooks and briefed to
employees.
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SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
SUSTAINABILITY STATEMENT
(Cont’d)
SOCIAL
The Group adheres to the minimum wage stipulated by the Malaysian Government of RM1,500 per month, as implemented
in April 2022. We remain guided by the Employment Act 1995 as the main source of law on employment matters in West
Malaysia, which state the rules and regulations on working hours, minimum number of rest periods, maximum hours of
work and overtime. These are upheld in all employment contracts to ensure compliance.
SCGM supports talent development and encourages access to development programmes that provide employees with
knowledge in the relevant areas of operations, including production processes, technical skills, product development,
health and safety, and management leadership.
Community Development
Throughout the year, SCGM made donations to benefit various community groups in the surrounding local vicinity.
CONCLUSION
SCGM’s sustainability efforts have been well-supported by stakeholders all these years, and we wish to thank you for
constantly encouraging us to raise the bar so as to be an exemplary player in our sector. This spurs us further to continue
our leadership and actively play our role in earth conservation.
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REPORT AND
FINANCIAL
STATEMENTS
2023
SCGM BHD
(Incorporated in Malaysia)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
DIRECTORS’ REPORT
The Directors of SCGM Bhd 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 April
2023.
PRINCIPAL ACTIVITIES
The principal activities of the subsidiaries are disclosed in Note 5 to the Financial Statements.
There have been no significant changes in the nature of these activities of the Company and
its subsidiaries during the financial year.
RESULTS
Group Company
RM RM
332,173,499 413,811,546
Attributable to:-
Owners of the Company 332,173,499 413,811,546
There were no material transfers to or from reserves or provisions during the financial year
other than those disclosed in the financial statements.
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20
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
DIVIDENDS
The amount of dividends paid and declared since the end of the last financial year were as
follows:-
RM
358,779,732
The Directors do not propose, declare and pay any final dividend in respect of the financial
year ended 30 April 2023.
DIRECTORS
The Directors who held office during the financial year and up to the date of this report are as
follows:-
Dato’ Sri Lee Hock Seng, Dato’ Sri Lee Hock Chai and Lee Hock Meng resigned from being
a director in Lee Soon Seng Plastic Industries Sdn. Bhd. on 31 August 2022.
Lee Hock Meng resigned from being a director in Habipack Sdn. Bhd. on 31 May 2023.
5
page.
21
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings, the beneficial interests of those who
were Directors at the end of the financial year in shares of the Company are as follows:-
@ Deemed interest through his shareholding in SCGM Lee Sdn. Bhd., his daughter, Lee Lih
Chyong and son-in-law, Tai Chin Lian’s shareholdings in SCGM.
* Deemed interest via his direct interest in SCGM Lee Sdn. Bhd.
#
Deemed interest through her spouse, Tai Chin Lian and her father, Dato' Sri Lee Hock
Seng's shareholdings in SCGM.
^
Deemed interest through his daughter, Lee Lih Chyong and son-in-law, Tai Chin Lian’s
shareholdings in SCGM.
None of the other Directors in office at the end of the financial year had any interest in shares
in the Company or its related corporations during the financial year.
By virtue of Dato’ Sri Lee Hock Seng, Dato’ Sri Lee Hock Chai, Mr. Lee Hock Meng and
Lee Lih Chyong’s (Alternate Director to Dato’ Sri Lee Hock Seng) direct and indirect interest
in the Company, they are also deemed to have interest in shares of the subsidiary to the extent
that the Company has an interest under Section 8 of the Companies Act 2016.
page. 6
22
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
During the financial year, the remunerations received and receivable by the Directors of the
Company are as follows:-
Incurred by Incurred by
the the
Company Subsidiary Group
RM RM RM
The estimated monetary value of benefits provided to the Directors of the Company during
the financial year by way of usage of the Group’s assets and other benefits amounted to
RM14,089.
During and at the end of the financial year, no arrangements 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.
During the financial year, the Company has exercised share capital reduction and repayment
of RM0.36 per ordinary share amounting to RM69,321,974 pursuant to Section 116 of the
Companies Act 2016.
There were no issuance of new shares or debentures during the financial year.
TREASURY SHARES
As at the financial year end, the Company held 1,038,600 of the Company’s shares and the
number of outstanding shares in issue after setting treasury shares off against equity are
192,561,041.
7
page.
23
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
(a) to ascertain that 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 adequate provision had been made for doubtful debts;
(b) to ensure that any current assets which were unlikely to be realised in the ordinary
course of business including their values 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 of the Group and of
the Company which would render any amount stated in the financial statements of the
Group and of the Company 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, in the opinion of the Directors, 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 operations of the Group and of the Company for the
current financial year in which this report is made.
page. 8
24
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
AUDITORS
The Auditors, Grant Thornton Malaysia PLT have expressed their willingness to continue in
office.
The amount of audit and other fees paid or payable to the Auditors and its local affiliates by
the Group and the Company for the financial year ended 30 April 2023 amounted to
RM162,710 and RM154,000 respectively. Further details are disclosed in Note 20 to the
Financial Statements.
The Group and the Company have agreed to indemnify the Auditors, Grant Thornton
Malaysia PLT to the extent permissible under the provision of the Companies Act 2016 in
Malaysia. However, no payment has been made arising from this indemnity for the financial
year ended 30 April 2023.
Signed on behalf of the Board of Directors in accordance with a resolution of the Board of
Directors.
............................................................... )
DATO’ SRI LEE HOCK SENG )
)
)
)
)
)
) DIRECTORS
)
)
)
)
)
............................................................... )
DATO’ SRI LEE HOCK CHAI )
Johor Bahru
28 August 2023
9
page.
25
SCGM BHD
SCGM BHD 200701021012 (779028-H) (Incorporated in Malaysia) ANNUAL REPORT 2023
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 32 to 105 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
April 2023 and of their financial performance and cash flows for the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Board of
Directors.
................................................................... ……...........................................................
DATO’ SRI LEE HOCK SENG DATO’ SRI LEE HOCK CHAI
Johor Bahru
28 August 2023
STATUTORY DECLARATION
I, Dato’ Sri Lee Hock Seng, being the Director primarily responsible for the financial
management of SCGM Bhd, do solemnly and sincerely declare that to the best of my
knowledge and belief, the financial statements set out on pages 32 to 105 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:
10
page.
26
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
SCGM BHD
(Incorporated in Malaysia)
Company No: 200701021012 (779028 H)
Opinion
We have audited the financial statements of SCGM Bhd (“the Company”), which comprise the
statements of financial position as at 30 April 2023 of the Group and of the Company, and the
statements of profit or loss and other comprehensive income, statements of changes in equity and
statements of cash flows of the Group and of the Company for the financial year then ended, and notes
to the financial statements, including a summary of significant accounting policies, as set out on pages
32 to 105.
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 April 2023, and of their financial performance and cash
flows for the financial year then ended in accordance with Malaysian Financial Reporting Standards
(“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the requirements of the
Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing (“ISAs”). Our responsibilities under those standards are further
described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our
report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
We are independent of the 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 for the current financial year. These matters were
addressed in the context of our audit of the financial statements of the Group as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters.
11
page.
27
Company No: 200701021012 (779028 H)
Disposal of a subsidiary
The risk
During the financial year, the Group had disposed off its entire equity interest in a subsidiary, Lee
Soon Seng Plastic Industries Sdn. Bhd. (“LSSPI”). We identified disposal of this subsidiary as key
audit matter because it is a material transaction during the financial year, which resulted the Group
reported gain on disposal of subsidiary of RM335,669,861.
Our response
We have determined that there are no key audit matters to communicate in our report in relation to our
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 the other information
is materially inconsistent with the financial statements of the Group and of the Company or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
12
page.
28
Company No: 200701021012 (779028 H)
The Directors of the Company are responsible for the preparation of financial statements of the Group
and of the Company that give a true and fair view in accordance with MFRSs, IFRSs and the
requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such
internal control as the Directors determine is necessary to enable the preparation of financial
statements of the Group and of the Company that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements of the Group and of the Company, the Directors are responsible
for assessing the Group’s and the Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless
the Directors either intend to liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Group
and of the Company as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with approved standards on
auditing in Malaysia and ISAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also:-
- 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’s and of the Company’s internal control.
13
page.
29
Company No: 200701021012 (779028 H)
As part of an audit in accordance with approved standards on auditing in Malaysia and ISAs, we
exercise professional judgement and maintain professional scepticism throughout the audit. We also
(cont’d):-
- 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 Directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Group’s 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 or the Company to cease to continue
as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements of the Group
and 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 communicated with the Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provided the Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
14
page.
30
Company No: 200701021012 (779028 H)
From the matters communicated with Directors, we determined those matters that were of most
significance in the audit of the financial statements of the Group and of the Company for the current
financial year and are therefore the key audit matters. We described 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.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 266
of the Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to
any other person for the content of this report.
Johor Bahru
28 August 2023
15
page.
31
Company No: 200701021012 (779028 H)
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H)
SCGM BHD ANNUAL REPORT 2023
SCGMinBHD
(Incorporated Malaysia)
(Incorporated in Malaysia)
STATEMENTS OF FINANCIAL POSITION AS AT 30 APRIL 2023
Company No: 200701021012STATEMENTS(779028 H)
OF FINANCIAL POSITION AS AT 30 APRIL 2023
Group Company
Note SCGM BHD
2023 Group 2022 2023 Company 2022
Note (Incorporated in Malaysia) 2022
RM
2023 RM RM
2023 RM
2022
ASSETS RM RM RM RM
Non-current assets
STATEMENTS OF FINANCIAL POSITION AS AT 30 APRIL 2023
ASSETS
Property, plant
Non-current and equipment
assets 4 -
Group 206,755,938 -
Company -
Investment
Property, in subsidiaries
plant and equipment 54
Note 2023 - 2022 -
206,755,938 2023 10- 134,693,256
2022 -
Other receivables
Investment in subsidiaries 56 RM - RM - 8,000,000
RM 10 RM
134,693,256 -
Other receivables
ASSETS 6 - - 8,000,000 -
Total non-current assets - 206,755,938 8,000,010 134,693,256
Non-current assets
Total non-current assets - 206,755,938 8,000,010 134,693,256
Current
Property,assets
plant and equipment 4 - 206,755,938 - -
Inventories
Investment
Current in subsidiaries
assets 57 - 47,760,815- 10- 134,693,256-
Trade receivables
Other receivables
Inventories 678 - 50,534,649-
47,760,815 8,000,000- -
Other receivables
Trade 86 137,966- 1,900,018
50,534,649 20,352,413- 16,093-
Total non-current assets - 206,755,938 8,000,010 134,693,256
Cash and
Other bank balances
receivables 96 109,031,502
137,966 9,336,988
1,900,018 100,781,790
20,352,413 126,169
16,093
Cash andassets
Current bank balances 9 109,031,502 9,336,988 100,781,790 126,169
109,169,468 109,532,470 121,134,203 142,262
Inventories 7 - 47,760,815 - -
Non-current assets held for sale 10 11,522,091
109,169,468 109,532,470- 121,134,203- 142,262-
Trade receivables 8 - 50,534,649 - -
Non-current assets held for sale 10 11,522,091 - - -
Total current
Other receivablesassets 6 120,691,559
137,966 109,532,470
1,900,018 121,134,203
20,352,413 142,262
16,093
Cash
Total and bankassets
current balances 9 109,031,502
120,691,559 9,336,988
109,532,470 100,781,790
121,134,203 126,169
142,262
Total assets 120,691,559 316,288,408 129,134,213 134,835,518
Total assets 109,169,468
120,691,559 109,532,470
316,288,408 121,134,203
129,134,213 142,262
134,835,518
EQUITY AND LIABILITIES
Non-current assets held for sale 10 11,522,091 - - -
EQUITY AND LIABILITIES
Sharecurrent
Total
EQUITY capital assets 11 63,117,846
120,691,559 134,739,820
109,532,470 63,117,846
121,134,203 132,439,820
142,262
Treasury
Share shares
capital 12
11 (2,309,671)
63,117,846 (2,309,671)
134,739,820 (2,309,671)
63,117,846 (2,309,671)
132,439,820
Total assets 120,691,559 316,288,408 129,134,213 134,835,518
Reverse acquisition
Treasury shares reserve 13
12 -
(2,309,671) (28,227,000)
(2,309,671) -
(2,309,671) -
(2,309,671)
Unappropriated
Reverse
EQUITY profit
acquisition reserve
AND LIABILITIES 13 50,820,719- 103,353,952
(28,227,000) 59,641,673- 4,609,859-
Unappropriated profit
EQUITY 50,820,719 103,353,952 59,641,673 4,609,859
Total equity 111,628,894 207,557,101 120,449,848 134,740,008
Share capital 11 63,117,846 134,739,820 63,117,846 132,439,820
Total equity 111,628,894 207,557,101 120,449,848 134,740,008
LIABILITIES
Treasury shares 12 (2,309,671) (2,309,671) (2,309,671) (2,309,671)
Non-current
Reverse
LIABILITIES liabilities
acquisition reserve 13 - (28,227,000) - -
Deferred tax
Unappropriated
Non-current liabilities
profit
liabilities 14 50,820,719 - 16,041,000
103,353,952 59,641,673 - 4,609,859-
Lease liabilities
Deferred tax liabilities 15
14 - 378,967
16,041,000 - -
Total equity 111,628,894 207,557,101 120,449,848 134,740,008
Borrowings
Lease liabilities 16
15 - 30,625,064
378,967 - -
Borrowings
LIABILITIES 16 - 30,625,064 - -
Total non-current liabilities - 47,045,031 - -
Non-current liabilities
Total non-current liabilities - 47,045,031 - -
Current
Deferredliabilities
tax liabilities 14 - 16,041,000 - -
Trade liabilities
Lease
Current payables
liabilities 17
15 - 18,410,833
378,967 - -
Other payables
Borrowings
Trade 18
16
17 8,743,665- 9,513,233
30,625,064
18,410,833 8,365,365- 95,510-
Lease payables
Other liabilities 15
18 8,743,665- 1,307,115
9,513,233 8,365,365- 95,510-
Total non-current liabilities - 47,045,031 - -
Borrowings
Lease liabilities 16
15 - 32,441,717
1,307,115 - -
Tax payable
Borrowings
Current liabilities 16 319,000- 13,378
32,441,717 319,000- -
Trade payables
Tax payable 17 319,000- 18,410,833
13,378 319,000- -
Total current liabilities 9,062,665 61,686,276 8,684,365 95,510
Other payables 18 8,743,665 9,513,233 8,365,365 95,510
Total current liabilities 9,062,665 61,686,276 8,684,365 95,510
Total
Lease liabilities
liabilities 15 9,062,665- 108,731,307
1,307,115 8,684,365- 95,510-
Borrowings
Total liabilities 16 9,062,665- 32,441,717
108,731,307 8,684,365- 95,510-
Total equity and liabilities 120,691,559 316,288,408 129,134,213 134,835,518
Tax payable 319,000 13,378 319,000 -
Total equity and liabilities 120,691,559 316,288,408 129,134,213 134,835,518
Total current liabilities 9,062,665 61,686,276 8,684,365 95,510
16
page.
32
Company No: 200701021012 (779028 H)
Company No: 200701021012 (779028 H)
SCGM BHD
SCGM BHD
(Incorporated in Malaysia)
ANNUAL REPORT 2023 (Incorporated in Malaysia) SCGM BHD 200701021012 (779028-H)
33
Company No: 200701021012 (779028 H)
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) SCGM BHD ANNUAL REPORT 2023
SCGMinBHD
(Incorporated Malaysia)
(Incorporated in Malaysia)
STATEMENTS OF CHANGES IN EQUITY
FOR STATEMENTS OFYEAR
THE FINANCIAL CHANGES IN 30
ENDED EQUITY
APRIL 2023
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2023
Attributable to equity holders of the Company
Attributable to equity holders of the Company
Non-distributable Distributable
Non-distributable Distributable
Reverse
Share Treasury acquisition
Reverse Unappropriated Total
capital
Share shares
Treasury reserve
acquisition profit
Unappropriated equity
Total
RM
capital RM
shares RM
reserve RM
profit RM
equity
RM RM RM RM RM
Group
Group
Balance at 1 May 2021 134,739,820 (2,309,671) (28,227,000) 85,582,922 189,786,071
Balance at 1 May 2021 134,739,820 (2,309,671) (28,227,000) 85,582,922 189,786,071
Transactions with owners:
Transactions with owners:
For the financial year ended 30 April 2021
-For the financial
Fourth year ended
interim single 30 Aprilof2021
tier dividend 1.70 sen per ordinary share
- Fourth interim
and paid on 29single
Julytier
2021dividend of 1.70 sen per ordinary share - - - (3,273,537) (3,273,537)
and paid on 29 July 2021 - - - (3,273,537) (3,273,537)
For the financial year ended 30 April 2022
-For theinterim
First financial yeartier
single ended 30 April
dividend 2022sen per ordinary share
of 2.00
- First
andinterim
paid onsingle tier dividend
29 October 2021 of 2.00 sen per ordinary share - - - (3,851,221) (3,851,221)
and paid on 29 October 2021 - - - (3,851,221) (3,851,221)
- Second interim single tier dividend of 1.70 sen per ordinary share
- Second interim
and paid on 26single tier 2022
January dividend of 1.70 sen per ordinary share - - - (3,273,537) (3,273,537)
and paid on 26 January 2022 - - - (3,273,537) (3,273,537)
- Third interim single tier dividend of 1.40 sen per ordinary share
- Third
and interim
paid on single tier2022
28 April dividend of 1.40 sen per ordinary share - - - (2,696,053) (2,696,053)
and paid on 28 April 2022 - - - (2,696,053) (2,696,053)
Total transactions with owners - - - (13,094,348) (13,094,348)
Total transactions with owners - - - (13,094,348) (13,094,348)
Profit and total comprehensive income for the financial year - - - 30,865,378 30,865,378
Profit and total comprehensive income for the financial year - - - 30,865,378 30,865,378
Balance at 30 April 2022 134,739,820 (2,309,671) (28,227,000) 103,353,952 207,557,101
Balance at 30 April 2022 134,739,820 (2,309,671) (28,227,000) 103,353,952 207,557,101
Transactions with owners:
Transactions with owners:
For the financial year ended 30 April 2022
-For the financial
Fourth year ended
interim single 30 Aprilof2022
tier dividend 1.32 sen per ordinary share
- Fourth interim
and paid on 29single
Julytier
2022dividend of 1.32 sen per ordinary share - - - (2,541,806) (2,541,806)
and paid on 29 July 2022 - - - (2,541,806) (2,541,806)
For the financial year ended 30 April 2023
-For the financial
Special year
single tier ended 30
dividend of April
RM1.852023
per ordinary share
- Special single
and paid on tier dividend of2022
29 September RM1.85 per ordinary share - - - (356,237,926) (356,237,926)
and paid on 29 September 2022 - - - (356,237,926) (356,237,926)
- Capital repayment of RM0.36 per ordinary share
and paid
- Capital on 4 January
repayment 2023 per ordinary share
of RM0.36 (69,321,974) - - - (69,321,974)
and paid on 4 January 2023 (69,321,974) - - - (69,321,974)
- Disposal of a subsidiary (2,300,000) - 28,227,000 (25,927,000) -
- Disposal of a subsidiary (2,300,000) - 28,227,000 (25,927,000) -
Total transactions with owners (71,621,974) - 28,227,000 (384,706,732) (428,101,706)
Total transactions with owners (71,621,974) - 28,227,000 (384,706,732) (428,101,706)
Profit and total comprehensive income for the financial year - - - 332,173,499 332,173,499
Profit and total comprehensive income for the financial year - - - 332,173,499 332,173,499
Balance at 30 April 2023 63,117,846 (2,309,671) - 50,820,719 111,628,894
Balance at 30 April 2023 63,117,846 (2,309,671) - 50,820,719 111,628,894
18
18
page.
34
Company No: 200701021012 (779028 H)
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD SCGM BHD 200701021012 (779028-H)
SCGMinBHD
(Incorporated Malaysia)
(Incorporated in Malaysia)
STATEMENTS OF CHANGES IN EQUITY
FOR THE STATEMENTS
FINANCIAL OF CHANGES
YEAR ENDED 30 IN EQUITY
APRIL 2023 (CONT’D)
Company No: 200701021012 (779028 H)
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2023 (CONT’D)
Attributable to equity holders of the Company
SCGMAttributable
BHD to equity holders of the Company
(Incorporated inNon-distributable
Malaysia) Distributable
Non-distributable Distributable
Share Treasury Unappropriated Total
STATEMENTS OF CHANGES
Share
capital
IN EQUITY
Treasury
shares Unappropriated
profit Total
equity
FOR THE FINANCIAL YEAR capital
ENDED
RM 30 APRIL RM 2023 (CONT’D)
shares profit
RM equity
RM
RM RM RM RM
Company Attributable to equity holders of the Company
Company
Balance at 1 May 2021 132,439,820
Non-distributable (2,309,671) 4,686,928
Distributable 134,817,077
Balance at 1 May 2021 132,439,820 (2,309,671) 4,686,928 134,817,077
Transactions with owners: Share Treasury Unappropriated Total
Transactions with owners: capital shares profit equity
For the financial year ended 30 April 2021
For the financial year ended 30 Aprilof2021 RM RM RM RM
- Fourth interim single tier dividend 1.70 sen per ordinary share
- Fourth
and interim
paid on 29single
July tier
2021dividend of 1.70 sen per ordinary share - - (3,273,537) (3,273,537)
Company
and paid on 29 July 2021 - - (3,273,537) (3,273,537)
Balance at 1 Mayyear
For the financial 2021ended 30 April 2022 132,439,820 (2,309,671) 4,686,928 134,817,077
For theinterim
- First financial yeartier
single ended 30 April
dividend 2022sen per ordinary share
of 2.00
-Transactions
First
andinterim
with owners:
paid onsingle tier dividend
29 October 2021 of 2.00 sen per ordinary share - - (3,851,221) (3,851,221)
Forand
the paid on 29year
financial October
ended202130 April 2021 - - (3,851,221) (3,851,221)
Secondinterim
- Fourth interimsingle
singletier
tierdividend
dividendof of1.70
1.70sen
senper
perordinary
ordinaryshare
share
- Second interim
and paid 26single
on 29 January
July tier2022
2021 dividend of 1.70 sen per ordinary share - - (3,273,537) (3,273,537)
and paid on 26 January 2022 - - (3,273,537) (3,273,537)
- Third
For the interim
financialsingle tier dividend
year ended 30 Aprilof2022
1.40 sen per ordinary share
- Third interim
andinterim
First paid single
onsingle
28 April tier2022
tier dividendofof2.00
dividend 1.40sen
senper
perordinary
ordinaryshare
share - - (2,696,053) (2,696,053)
and paid on 2829 April
October 2022
2021 - - (2,696,053)
(3,851,221) (2,696,053)
(3,851,221)
Total transactions with owners - - (13,094,348) (13,094,348)
- Second
Total interim single
transactions tier dividend of 1.70 sen per ordinary share
with owners - - (13,094,348) (13,094,348)
Profit
andand total
paid on comprehensive
26 January 2022income for the financial year - - 13,017,279
(3,273,537) 13,017,279
(3,273,537)
Profit and total comprehensive income for the financial year - - 13,017,279 13,017,279
Balance at 30 April 2022 132,439,820 (2,309,671) 4,609,859 134,740,008
- Third interim single tier dividend of 1.40 sen per ordinary share
Balance at 30 April 2022 132,439,820 (2,309,671) 4,609,859 134,740,008
and paid on 28 April 2022 - - (2,696,053) (2,696,053)
Transactions with owners:
Transactions with owners:
For
Totalthe financial year
transactions withended
owners30 April 2022 - - (13,094,348) (13,094,348)
For the financial
- Fourth year ended
interim single 30 Aprilof2022
tier dividend 1.32 sen per ordinary share
Profit
andand
- Fourth total
paid on comprehensive
interim 29single
July tier
2022 income
dividend for the
of 1.32 senfinancial year share
per ordinary - - 13,017,279
(2,541,806) 13,017,279
(2,541,806)
and paid on 29 July 2022 - - (2,541,806) (2,541,806)
Balance at 30 April 2022 132,439,820 (2,309,671) 4,609,859 134,740,008
For the financial year ended 30 April 2023
For the financial
- Special year
single tier ended 30
dividend of April
RM1.852023per ordinary share
Transactions with owners:
- Special single
and paid tierSeptember
on 29 dividend of RM1.85 per ordinary share
2022 - - (356,237,926) (356,237,926)
Forandthe paid on 29year
financial September
ended 302022 April 2022 - - (356,237,926) (356,237,926)
Capitalinterim
- Fourth repayment of RM0.36
single per ordinary
tier dividend share
of 1.32 sen per ordinary share
- Capital repayment
and paid on 29 of RM0.36
4 January
July 2023 per ordinary share
2022 (69,321,974)
- - -
(2,541,806) (69,321,974)
(2,541,806)
and paid on 4 January 2023 (69,321,974) - - (69,321,974)
For
Totalthe financial year
transactions withended
owners30 April 2023 (69,321,974) - (358,779,732) (428,101,706)
-Total
Special single tierwith
transactions dividend
owners of RM1.85 per ordinary share (69,321,974) - (358,779,732) (428,101,706)
andand
Profit paid on comprehensive
total 29 September 2022 income for the financial year -- -- (356,237,926)
413,811,546 (356,237,926)
413,811,546
Profit and total comprehensive income for the financial year - - 413,811,546 413,811,546
Balance
- Capitalatrepayment
30 April 2023
of RM0.36 per ordinary share 63,117,846 (2,309,671) 59,641,673 120,449,848
Balance at 30onApril
and paid 2023 2023
4 January 63,117,846
(69,321,974) (2,309,671)
- 59,641,673- 120,449,848
(69,321,974)
Profit and total comprehensive income for the financial year - - 413,811,546 413,811,546
19
page.
35
Company No: 200701021012 (779028 H)
Company No: 200701021012 (779028 H) SCGM BHD
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
(Incorporated
SCGMinBHDMalaysia)
(Incorporated in Malaysia)
STATEMENTS OF CASH FLOWS
FOR THE STATEMENTS
FINANCIAL YEAR ENDED
OF CASH 30 APRIL 2023
FLOWS
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2023
Group Company
Note 2023 Group 2022 2023 Company 2022
Note RM
2023 RM
2022 RM
2023 RM
2022
OPERATING ACTIVITIES RM RM RM RM
OPERATING
Profit/(Loss) ACTIVITIES
before tax
-Profit/(Loss)
Continuing before
operations
tax 330,023,900 (382,721) 414,730,546 13,017,279
--Discontinued operation
Continuing operations 5,403,972
330,023,900 38,403,987
(382,721) 414,730,546- 13,017,279-
- Discontinued operation 5,403,972 38,403,987 - -
Adjustments for:-
Depreciation
Adjustments of right-of-use assets
for:- 237,980 461,933 - -
Depreciation
Depreciationof ofproperty,
right-of-useplant and equipment
assets 4,959,856
237,980 14,526,417
461,933 -- --
Dividend income
Depreciation of property, plant and equipment 4,959,856- 14,526,417- (5,105,806)
- (13,400,000)
-
Gain on disposal
Dividend incomeof a subsidiary (335,669,861)
- -- (407,279,610)
(5,105,806) (13,400,000)-
Gain
Gainon ondisposal
disposalof of property, plant and equipment
a subsidiary (4,000)
(335,669,861) (24,000)
- (407,279,610)- --
Interest
Gain onexpense
disposal of property, plant and equipment 1,011,955
(4,000) 2,265,226
(24,000) 252,801
- --
Interest
Interestincome
expense (3,338,365)
1,011,955 (39,383)
2,265,226 (3,828,936)
252,801 --
Inventories written down
Interest income 625,047
(3,338,365) 1,276,168
(39,383) (3,828,936)- --
Lease interest
Inventories expense
written down 26,536
625,047 138,612
1,276,168 -- --
Property, plant expense
Lease interest and equipment written off 26,536- 296,024
138,612 -- --
(Reversal
Property, of impairment
plant loss)/Impairment
and equipment written off loss on - 296,024 - -
financial assets,
(Reversal net
of impairment loss)/Impairment loss on (39,306) 30,696 - -
financial assets,
Impairment loss onnetnon-current assets held for sale 6,220,090
(39,306) 30,696- -- --
Impairment
Reversal loss on non-current
of inventories assets held for sale
written down 6,220,090
(1,276,168) (882,068)- -- --
Reversal
Rent of inventories
concession receivedwritten down (1,276,168)
- (882,068)
(2,000) -- --
Rent concession
Unrealised gain on received
foreign exchange -
(8,401) (2,000)
(89,088) -- --
Unrealised gain on foreign exchange (8,401) (89,088) - -
Operating profit/(loss) before working capital changes 8,173,235 55,979,803 (1,231,005) (382,721)
Operating profit/(loss) before working capital changes 8,173,235 55,979,803 (1,231,005) (382,721)
Changes in working capital:-
Changes in working capital:-
Inventories 15,119,328 (6,614,736) - -
Inventories
Receivables 15,119,328
4,141,452 (6,614,736)
(4,849,978) -
557,026 --
Receivables
Payables 4,141,452
(6,010,916) (4,849,978)
(4,627,362) 557,026
17,054 -
37,107
Payables (6,010,916) (4,627,362) 17,054 37,107
Cash flows generated from/(used in) operations 21,423,099 39,887,727 (656,925) (345,614)
Cash flows generated from/(used in) operations 21,423,099 39,887,727 (656,925) (345,614)
Tax paid (1,042,939) (2,106,982) (600,000) -
Taxrefunded
Tax paid (1,042,939)
- (2,106,982)
398,344 (600,000)- --
Tax refunded - 398,344 - -
Net cash flows from/(used in) operating activities 20,380,160 38,179,089 (1,256,925) (345,614)
Net cash flows from/(used in) operating activities 20,380,160 38,179,089 (1,256,925) (345,614)
INVESTING ACTIVITIES
INVESTING ACTIVITIES
Dividend received A - - 4,541,806 13,400,000
Dividend
Interest received
received A 3,297,865- 39,383- 4,541,806
3,102,438 13,400,000-
Interest received
Proceeds from disposal of property, plant and equipment 3,297,865
4,000 39,383
24,000 3,102,438- --
Proceedsoffrom
Disposal disposal ofnet
a subsidiary, property,
of cash plant and equipment
disposed 5 4,000
500,880,354 24,000- -
541,972,866 --
Disposal
Capital of a subsidiary, incurred
work-in-progress net of cash disposed 5 500,880,354- -
(11,000) 541,972,866- --
Capital work-in-progress
Purchase of property, plantincurred
and equipment B -
(783,073) (11,000)
(17,062,763) -- --
Purchase of property, plant and equipment B (783,073) (17,062,763) - -
Net cash flows from/(used in) investing activities 503,399,146 (17,010,380) 549,617,110 13,400,000
Net cash flows from/(used in) investing activities 503,399,146 (17,010,380) 549,617,110 13,400,000
FINANCING ACTIVITIES
FINANCING ACTIVITIES
Dividend paid (358,779,732) (13,094,348) (358,779,732) (13,094,348)
Dividend
Capital paid
reduction (358,779,732)
(69,321,974) (13,094,348)- (358,779,732)
(69,321,974) (13,094,348)-
Capital reduction
Drawdown of short term borrowings (69,321,974)
- 2,000,000- (69,321,974)- --
Drawdown
Lease ofpaid
interest short term borrowings -
(26,536) 2,000,000
(138,612) -- --
Lease interest
Interest paid paid (26,536)
(727,180) (138,612)
(2,265,226) -- --
Interest paidof principal portion of lease liabilities
Repayment (727,180)
(627,092) (2,265,226)
(1,818,271) -- --
Repaymentof
Repayment ofshort
principal
termportion of lease liabilities
borrowings (627,092)
- (1,818,271)
(2,000,000) -- --
Repaymentof
Repayment ofterm
shortloans
term borrowings -
(2,741,527) (2,000,000)
(8,108,931) -- --
Repayment
Loan from a of term loans
director (2,741,527)
8,000,000 (8,108,931)- -
8,000,000 --
Loan from a director 8,000,000 - 8,000,000 -
Loan to a subsidiary - - (27,602,858) -
Loan to a subsidiary - - (27,602,858) -
Net cash flows used in financing activities (424,224,041) (25,425,388) (447,704,564) (13,094,348)
Net cash flows used in financing activities (424,224,041) (25,425,388) (447,704,564) (13,094,348)
20
20
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36
Company No: 200701021012
Company (779028
No: 200701021012 H)H)
(779028
A. TO
NOTES Dividends received from a subsidiary
THE STATEMENTS OF CASH duringFLOWS
the financial year are used to offset with the amount due to a subsidiary.
Company
A. Dividends received from a subsidiary during the financial year are used to offset with the amount due to a subsidiary.
2023 2022
RM RM
Company
Total dividend declared and receivable during the year 5,105,806
2023 13,400,000
2022
Offsetting with amount due to a subsidiary (564,000)
RM -
RM
Net dividend received 4,541,806 13,400,000
Total dividend declared and receivable during the year 5,105,806 13,400,000
Offsetting with amount due to a subsidiary (564,000) -
B. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
Net dividend received 4,541,806 13,400,000
During the financial year, property, plant and equipment were acquired by the following means:-
Group
B. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT 2023 2022
RM RM
During the financial year, property, plant and equipment were acquired by the following means:-
Cash payments 783,073 17,062,763
Group
Addition to right-of-use in exchange for increased lease liabilities - 246,560
2023 2022
Outstanding in payables - 304,895
RM RM
Total purchase of property, plant and equipment 783,073 17,614,218
Cash payments 783,073 17,062,763
Addition to right-of-use
C. CASH AND CASH in exchange for increased lease liabilities
EQUIVALENTS - 246,560
Outstanding in payables Group -
Company 304,895
Note 2023 2022 2023 2022
Total purchase of property, plant and equipment RM RM RM 783,073 RM 17,614,218
653,628 1,956,883
21
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37
Company
Company No:
No: 200701021012
200701021012 (779028
(779028 H)
H)
SCGM
SCGM BHD
BHD
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
(Incorporated
(Incorporated in
in Malaysia)
Malaysia)
Company No: 200701021012 (779028 H)
STATEMENTS
STATEMENTS OF
OF CASH
CASH FLOWS
FLOWS
FOR
FOR THE FINANCIAL YEAR ENDED 30 APRIL 2023
THE FINANCIAL YEAR ENDED
SCGM BHD 30 APRIL 2023 (CONT’D)
(CONT’D)
(Incorporated in Malaysia)
E.
E. RECONCILIATION
RECONCILIATION OF
OF LIABILITIES
LIABILITIES ARISING
ARISING FROM
FROM FINANCING
FINANCING ACTIVITIES
ACTIVITIES
STATEMENTS OF CASH FLOWS
Group
Group FOR THE FINANCIAL YEAR Lease
ENDED 30 APRIL
Lease Term 2023 (CONT’D)
Term Short-term
Short-term
liabilities
liabilities loans
loans borrowings
borrowings Total
Total
RM
E. RECONCILIATION OF LIABILITIES ARISING FROMRM RM
FINANCING ACTIVITIES
RM RM
RM RM
RM
At 11 May
Group
At May 2021
2021 3,259,793
Lease
3,259,793 47,075,712
Term
47,075,712 24,100,000
Short-term
24,100,000 74,435,505
74,435,505
Non-cash
Non-cash changes:
changes: liabilities loans borrowings Total
-- Addition
Addition 246,560
RM
246,560 RM -- 2,000,000
RM
2,000,000 2,246,560
RM
2,246,560
-- Rent
Rent concession
concession received
received (2,000)
(2,000) -- -- (2,000)
(2,000)
Cash
Cash flow:
At 1 May
flow:2021 3,259,793 47,075,712 24,100,000 74,435,505
-- Repayment
Non-cash
Repaymentchanges: (1,818,271)
(1,818,271) (8,108,931)
(8,108,931) (2,000,000)
(2,000,000) (11,927,202)
(11,927,202)
- Addition 246,560 - 2,000,000 2,246,560
At 30
30 April
- Rent
At 2022
concession
April 2022 received 1,686,082
(2,000)
1,686,082 38,966,781
38,966,781- 24,100,000
24,100,000- 64,752,863
(2,000)
64,752,863
Cash flow:
Cash flow:
-- Repayment
Repayment (627,092)
(1,818,271)
(627,092) (2,741,527)
(8,108,931)
(2,741,527) --
(2,000,000) (3,368,619)
(11,927,202)
(3,368,619)
Non-cash
Non-cash changes:
changes:
-- Disposal
At 30 Aprilof
Disposal aa subsidiary
2022
of subsidiary (1,058,990)
1,686,082
(1,058,990) (36,225,254)
38,966,781
(36,225,254) (24,100,000)
24,100,000
(24,100,000) (61,384,244)
64,752,863
(61,384,244)
Cash flow:
At 30
30 April
April 2023
- Repayment
At 2023 --
(627,092) --
(2,741,527) -- --
(3,368,619)
Non-cash changes:
- Disposal of a subsidiary (1,058,990) (36,225,254) (24,100,000) (61,384,244)
At 30 April 2023 - - - -
The
The accompanying
accompanying notes
notes form
form an
an integral
integral part
part of
of the
the financial
financial statements.
statements.
22
22
38
Company No: 200701021012 (779028 H)
SCGM BHD
ANNUAL REPORT 2023 (Incorporated in Malaysia) SCGM BHD 200701021012 (779028-H)
1. GENERAL INFORMATION
The principal activities of the subsidiaries are disclosed in Note 5 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 Company is a public limited liability company, incorporated and domiciled in Malaysia
and listed on the Main Market of the Bursa Malaysia Securities Berhad. The registered office
of the Company is located at Level 15-2, Bangunan Faber Imperial Court, Jalan Sultan
Ismail, 50250 Kuala Lumpur. The principal place of business of the Company is located at
PTD 109444, Jalan Sengkang, Kawasan Perusahaan Sri Sengkang, 81000 Kulai, Johor Darul
Takzim.
The financial statements were authorised for issue by the Board of Directors in accordance
with a resolution of the Directors on 28 August 2023.
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
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.
Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
date. The fair value measurement is based on the presumption that the transaction to
sell the asset or transfer the liability takes place either in the principal market for the
asset or liability, or in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must
be accessible to by the Group and the Company.
23
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39
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The fair value of an asset or a liability is measured using the assumptions that market
participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
The Group and the Company use valuation techniques that are appropriate in the
circumstances and for which sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy, described as follows, based
on the lowest level input that is significant to their fair value measurement as a
whole:-
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets
or liabilities.
Level 2 - Valuation techniques for which the lowest level input that is significant
to their fair value measurement is directly or indirectly observable.
Level 3 - Valuation techniques for which the lowest level input that is significant
to their fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring
basis, the Group and the Company determine whether transfers have occurred
between levels in the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to their fair value measurement as a whole) at the end of
each reporting period.
The Group and the Company have established control framework in respect of
measurement of fair values of financial instruments. The Board of Directors have
overall responsibility for overseeing all significant fair value measurements. The
Board of Directors regularly reviews significant unobservable inputs and valuation
adjustments.
For the purpose of fair value disclosures, the Group and the Company have
determined classes of assets and liabilities on the basis of the nature, characteristics
and risks of the asset or liability and the level of fair value hierarchy as explained
above.
24
page.
40
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The financial statements are presented in Ringgit Malaysia (“RM”) which is the
Company’s functional currency and all values are rounded to the nearest RM except
when otherwise stated.
2.4 MFRSs
The Group and the Company have applied the following amendments to published
standards and IC Interpretations approved by MASB for the first time for the financial
year beginning on 1 May 2022:
The adoption of the above amendments to MFRSs did not have any material impact
on the current and prior year financial statements of the Group and of the Company.
The new and amended standards and interpretations that are issued, but not yet
effective, up to the date of issuance of the Group’s financial statements are disclosed
below. The Group intends to adopt these new and amended standards and
interpretations, if applicable, when they become effective in the respective financial
period.
25
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41
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The initial application of the above MFRSs, amendments to the published standards
and interpretations is not expected to have any material impact on the financial
statements of the Group and of the Company.
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
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.
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.
The Group uses a provision matrix to calculate ECLs for trade receivables. The
provision rates are based on days past due for grouping of various customer segments
that have similar loss patterns such as customer type and rating and other forms of
credit insurance.
26
page.
42
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Provision for expected credit losses (“ECL”) for trade receivables (cont’d)
The provision matrix is initially based on the Group’s historical observed default
rates. The Group will calibrate the matrix to adjust the historical credit loss
experience with forward-looking information on each quarterly reporting date,
whereby the historical observed default rates are updated and changes in the forward-
looking estimates are analysed.
Impairment of inventories
The carrying amount of the Group’s inventories at the end of the reporting period is
disclosed in Note 7 to the Financial Statements.
The management estimates the useful lives of the property, plant and equipment other
than right-of-use assets to be within 5 to 50 years and reviews the useful lives of
depreciable assets at each reporting date. At 30 April 2023, the management assesses
that the useful lives represent the expected utility of the assets to the Group. The
carrying amounts are analysed in Note 4 to the Financial Statements. Actual results,
however, may vary due to change in the expected level of usage and technological
developments, which result in adjustment to the Group’s assets.
27
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43
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Group carries out impairment tests based on a variety of estimation including
value-in-use of cash-generating unit to which the property, plant and equipment
including right-of-use assets are allocated. Estimating the value-in-use requires the
Group to make an estimate of the expected future cash flows from cash-generating
unit and also to choose a suitable discount rate in order to calculate present value of
those cash flows.
The Group recognises tax liabilities based on estimates of whether additional taxes
will be due. Where the final tax outcome is different from the amounts that were
initially recognised, such difference will impact the income tax and deferred tax
provisions in the period in which such determination is made.
Deferred tax assets are recognised for all deductible temporary differences, unutilised
tax losses, unabsorbed capital allowances and unused tax credits to the extent that it
is probable that taxable profit will be available against which all the deductible
temporary differences, unutilised tax losses and unabsorbed capital allowances can
be utilised. Significant management judgement is required to determine the amount
of deferred tax assets that can be recognised, based upon the likely timing and level
of future taxable profits together with future tax planning strategies.
28
page.
44
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The Group cannot readily determine the interest rate implicit in the lease, therefore,
it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is
the rate of interest that the Group would have to pay to borrow over a similar term,
and with a similar security, the funds necessary to obtain an asset of a similar value
to the right-of-use asset in a similar economic environment. The IBR therefore
reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for Group that do not enter into financing
transactions) or when they need to be adjusted to reflect the terms and conditions of
the lease (for example, when leases are not in the Group’s functional currency). The
Group estimates the IBR using observable inputs (such as market interest rates) when
available and is required to make certain entity-specific estimates (such as the weight
applied on those observation inputs).
The assessment of the probability of future taxable income in which deferred tax
assets can be utilised is based on the Group’s latest approved budget forecast, which
is adjusted for significant non-taxable income and expenses and specific limits to the
use of any unused tax loss or credit. The tax rules in the numerous jurisdictions in
which the Group operates are also carefully taken into consideration. If a positive
forecast of taxable income indicates the probable use of a deferred tax asset,
especially when it can be utilised without a time limit, that deferred tax asset is usually
recognised in full. The recognition of deferred tax assets that are subject to certain
legal or economic limits or uncertainties is assessed individually by management
based on the specific facts and circumstances.
29
page.
45
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Group and the Company apply the significant accounting policies, as summarised below,
consistently throughout all periods presented in the financial statements.
3.1 Consolidation
Upon the disposal of investment in a subsidiary, 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 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 period.
All intra-group balances, income and expenses and unrealised gains and losses
resulting from intra-group transactions are eliminated in full in preparing the
consolidated financial statements.
Subsidiaries are consolidated from the date on which control is transferred to the
Group and is no longer consolidated from the date that control ceases.
Changes in the Company owners’ ownership interest in a subsidiary that do not result
in a loss of control are accounted for as equity transactions. In such circumstances,
the carrying amounts of the controlling and non-controlling interests are adjusted to
reflect the changes in their relative interests in the subsidiary company. Any
difference between the amount by which the non-controlling interest is adjusted and
the fair value of the consideration paid or received is recognised directly in equity
and attributed to owners of the Company.
30
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46
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
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 interest in the
acquiree. For each business combination, the Group elects whether it measures the
non-controlling interest 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 administration 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.
Goodwill is initially measured at cost, being the excess of the aggregate of the
consideration transferred and the amount recognised for non-controlling interest 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 acquired, the difference is
recognised in profit or loss.
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.
31
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47
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
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 the 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 an available-for-sale financial asset depending
on the level of influence retained.
Property, plant and equipment are stated at historical cost less accumulated
depreciation and any impairment losses. Depreciation is provided on the straight-line
method in order to write-off the cost of each asset over its estimated useful life.
Capital work-in-progress is not depreciated until it is completed and ready for
commercial utilisation. No depreciation is provided on freehold land.
Buildings 50 years
Equipment, plant and machinery 5 – 15 years
Motor vehicles 5 years
Furniture, fittings and others 5 – 10 years
Included in equipment, plant and machinery is plant and machinery, mould, factory
equipment, electrical installation and fire extinguisher.
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 the sale of an asset in an arm’s length transaction between knowledgeable,
willing parties, less the costs of disposal.
32
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48
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The residual values, useful life and depreciation method are reviewed at each
financial year end to ensure that the amount, method and period 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.
Non-current assets, or disposal group comprising assets and liabilities, that are
expected to be recovered primarily through sale rather than through continuing use,
are classified as held for sale.
Classification of the asset (or disposal group) as held for sale occurs only when the
asset is available for immediate sale in its present condition subject only to terms that
are usual and customary and the sale must be highly probable. Management must be
committed to a plan to sell the assets which are expected to qualify for recognition as
a completed sale within one year from the date of classification. Action required to
complete the plan should indicate that it is unlikely that significant changes to the
plan will be made or the plan will be withdrawn.
Immediately before classification as held for sale (or disposal group), the assets, or
components of a disposal group, are remeasured in accordance with the Group’s
accounting policies. Thereafter generally the assets, or disposal group, are measured
at the lower of their carrying amount and fair value less costs to sell.
Liabilities are classified as held for sale and presented as such in the statement of
financial position if they are directly associated with a disposal group.
33
page.
49
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
3.4 Non-current asset held for sale and discontinued operations (cont’d)
Any impairment loss on a disposal group is first allocated to goodwill, and then to
remaining assets and liabilities on pro rata basis, except that no loss is allocated to
inventories, financial assets, deferred tax assets, employee benefit assets and
investment property, which continue to be measured in accordance with the Group’s
accounting policies. Impairment losses on initial classification as held for sale and
subsequent gains or losses on remeasurement are recognised in profit or loss. Gains
are not recognised in excel of any cumulative impairment loss.
In the consolidated statement of profit or loss and other comprehensive income of the
reporting period, and of the comparable period of the previous year, income and
expenses from discontinued operations are reported separately from income and
expenses from continuing operations, down to the level of profit after tax, even when
the Group retains a non-controlling interest in the subsidiary after the sale. The
resulting profit or loss (after tax) is reported separately in the statement of profit or
loss and other comprehensive income.
Intangible assets and property, plant and equipment once classified as held for sale
are not amortised or depreciated. In addition, equity accounting of equity accounted
associates ceases once classified as held for sale.
3.5 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.
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
lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
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, and adjusted for
any remeasurement of lease liabilities. The cost of right-of-use assets includes the
amount of lease liabilities recognised, initial direct costs incurred, and lease payments
made at or before the commencement date less any lease incentives received.
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:-
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
If ownership of the leased asset transfers to the Group at the end of the lease term or
the cost reflects the exercise of a purchase option, depreciation is calculated using the
estimated useful life of the asset. The right-of-use assets are also subject to
impairment. Refer to the accounting policies in Section 3.12 Impairment of non-
financial assets.
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease term. The
lease payments include fixed payments (including in-substance fixed payments) less
any lease incentives receivable, variable lease payments that depend on an index or a
rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably certain to
be exercised by the Group and payments of penalties for terminating the lease, if the
lease term reflects the Group exercising the option to terminate. Variable lease
payments that do not depend on an index or a rate are recognised as expenses (unless
they are incurred to produce inventories) in the period in which the event or condition
that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental
borrowing rate at the lease commencement date because the interest rate implicit in
the lease is not readily determinable. After the commencement date, the amount of
lease liabilities is increased to reflect the accretion of interest and reduced for the
lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the lease
payments (e.g., changes to future payments resulting from a change in an index or
rate used to determine such lease payments) or a change in the assessment of an
option to purchase the underlying asset.
The Group applies the short-term lease recognition exemption to its short-term leases
of machinery and equipment (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 lease of low-value assets recognition exemption to leases of office
equipment that are considered to be low value. Lease payments on short-term leases
and leases of low value assets are recognised as expense on a straight-line basis over
the lease term.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Group classified its leases as either operating leases or finance leases. Leases
where the Group retains substantially all the risks and rewards of ownership of the
leased assets are classified as operating leases. Initial direct costs incurred in
negotiating an operating lease are added to the carrying amount of the leased asset
and recognised over the lease term on the same basis as rental income.
If the Group transfers substantially all the risks and rewards incidental to
ownership of the leased assets, leases are classified as finance leases and are
capitalised at an amount equal to the net investment in the lease.
3.6 Inventories
Inventories consist of raw materials, work-in-progress and finished goods and are
stated at the lower of cost and net realisable value.
Net realisable value represents the estimated selling price in the ordinary course of
business less selling and distribution costs and all other estimated costs to completion.
Tax expense comprises current tax expense and deferred tax. Current tax expense and
deferred tax are recognised in profit or loss, except when it arises from a transaction
which is recognised directly in equity, in which case the deferred tax is also charged
or credited directly in equity, or when it arises from a business combination that is an
acquisition, in which case the deferred tax is included in the resulting goodwill.
Income tax on profit or loss for the financial year comprises current tax expense and
deferred tax. Current tax expense is the expected amount of income taxes payable in
respect of the taxable profit for the financial year and is measured using the tax rates
that have been enacted or substantively enacted by the reporting date.
Deferred tax liabilities and assets are provided for under the liability method at the
current tax rate in respect of all temporary differences at the reporting date between
the carrying amount of an asset or liability in the statements of financial position and
its tax base including unused tax losses and capital allowances.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Deferred tax asset are recognised only to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences can be
utilised. The carrying amount of a deferred tax asset is reviewed at each reporting
date. If it is no longer probable that sufficient taxable profit will be available to allow
the benefit of part or the entired deferred tax asset to be utilised, the carrying amount
of the deferred tax asset will be reduced accordingly. When it becomes probable that
sufficient taxable profit will be available, such reductions will be reversed to the
extent of the taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability is settled, based on tax rates that have been enacted
or substantively enacted by the reporting date.
Revenue, expenses and assets are recognised net of the amount of Sales and Services
Tax ("SST") except:
• where the SST incurred in a purchase of assets or services is not recoverable from
the authority, in which case the SST is recognised as part of the cost of acquisition
of the assets or as part of the expense item as applicable; and
• receivables and payables that are stated with the amount of SST included.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
3.9 Dividends
Final dividends proposed by the Directors are not accounted for in shareholders’
equity as an appropriation of unappropriated profit, until they have been approved by
the shareholders in a general meeting. When these dividends have been approved by
the shareholders and declared, they are recognised as a liability.
The Group and the Company recognise revenue from contracts with customers for
goods or services based on the five-step model as set out in MFRS 15 Revenue from
Contracts with Customers:-
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The Group and the Company satisfy a performance obligation and recognise revenue
over time if the Group’s and the Company’s performance:-
i. Do not create an asset with an alternative use to the Group and the Company and
have an enforceable right to payment for performance completed to-date; or
ii. Create or enhance an asset that the customer controls as the asset is created or
enhanced; or
iii. Provide benefits that the customer simultaneously receives and consumes as the
Group and the Company perform.
For performance obligations where none of the above conditions are met, revenue is
recognised at a point in time at which the performance obligation is satisfied.
When the Group and the Company satisfy a performance obligation by delivering the
promised goods or services, it creates a contract based on asset on the amount of
consideration earned by the performance. Where the amount of consideration
received from a customer exceeds the amount of revenue recognised, this give rise
to a contract liability.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
3.11.1.1 Classification
The Group and the Company classify its financial assets in the following
measurement categories:
During the financial year, the Group and the Company do not have any financial
assets categorised as FVTPL and FVOCI.
Financial assets are derecognised when the rights to receive cash flows from the
financial assets have expired or have been transferred and the Group and the
Company have transferred substantially all the risks and rewards of ownership. On
derecognition of a financial asset, the difference between the carrying amount
(measured at the date of derecognition) and the consideration received (including
any new asset obtained less any new liability assumed) is recognised in profit or
loss.
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
(“FVTPL”), transaction costs that are directly attributable to the acquisition of the
financial asset. Trade receivables that do not contain a significant financing
component or for which the Group and the Company have applied the practical
expedient are measured at the transaction price determined under MFRS 15.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Amortised cost
Assets that are held for collection of contractual cash flows where those cash flows
represent solely payments of principal and interest (“SPPI”) are measured at
amortised cost.
Financial assets at amortised cost are subsequently measured using effective interest
method and are subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
The Group’s and the Company’s financial assets at amortised cost include trade
receivables, most of the other receivables and cash and bank balances.
The Group and the Company assess on a forward looking basis the expected credit
losses (“ECLs”) for all debt instruments not held at FVTPL. ECLs represent
probability-weighted estimate of the difference between the contractual cash flows
due in accordance with the contract and all cash flows that the Group and the
Company expect to receive, discounted at an approximation of the original effective
interest rate. The expected cash flows include cash flows from the sale of collateral
held or other credit enhancements that are integral to the contractual terms. The
impairment methodology applied depends on whether there has been a significant
increase in credit risk.
• 12-month ECLs: the portion of lifetime expected credit loss losses that result
from possible default events on a financial instrument within the 12 months after
the reporting date; and
• Lifetime ECLs: the expected credit loss that result from all possible default
events over the expected life of a financial instrument.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
For trade receivables, the Group and the Company apply a simplified approach in
calculating ECLs. Therefore, the Group and the Company do not track changes in
credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date. The Group and the Company have established a provision matrix
that is based on its historical credit loss experience, adjusted for forward looking
factors specific to the debtors and economic environment.
The Group and the Company consider a trade receivable in default when fail to
make contractual payments within 180 days past due and fail to engage with the
Group and the Company on alternative payment arrangement, unless the Group and
the Company have reasonable and supportable information to demonstrate that a
more lagging default criterion is more appropriate. However, in certain cases, the
Group and the Company may also consider a trade receivable to be in default when
internal or external information indicates that the Group and the Company are
unlikely to receive the outstanding contractual amounts in full before taking into
account any credit enhancements held by the Group and the Company.
For all other financial instruments, the Group and the Company recognise a loss
allowance equal to 12-month ECLs unless there has been a significant increase in
credit risk of the financial instrument since initial recognition, in which case the loss
allowance is measured at an amount equal to lifetime ECLs.
ECLs are re-measured at each reporting date to reflect changes in the financial
instrument’s credit risk since initial recognition. Any change in the ECLs amount is
recognised as an impairment gain or loss in profit or loss. The Group and the
Company recognise an impairment gain or loss for all financial instruments with a
corresponding adjustment to their carrying amount through a loss allowance
account, except for investments in debt securities that are measured at fair value
through other comprehensive income (“FVTOCI”) (recycling), for which the loss
allowance is recognised in other comprehensive income and accumulated in the fair
value reserve (recycling).
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The gross carrying amount of a financial asset is written off (either partially or in
full) to the extent that there is no realistic prospect of recovery. This is generally the
case when the Group and the Company determine that the debtor does not have any
assets or sources of income that could generate sufficient cash flows to repay the
amount subject to the write-off.
3.11.2.1 Classification
The Group and the Company classify its financial liabilities in the following
measurement categories:-
A financial liability (or a part of a financial liability) from its statement of financial
position when, and only when, the obligation specified in the contract is discharged
or cancelled or expires. A financial liability is also derecognised when its terms are
modified and the cash flows of the modified liability are substantially different, in
which case, a new financial liability based on modified terms is recognised at fair
value.
The Group and the Company initially measure a financial liability at its fair value
plus, in the case of a financial liability not at FVTPL, transaction costs that are
directly attributable to the acquisition of the financial liability.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
(i) FVTPL
At initial recognition, the Group and the Company may irrevocably designate
a financial liability that otherwise meets the requirements to be measured at
amortised cost as at fair value through profit or loss:
For financial liability that is designated as at fair value through profit or loss
upon initial recognition, the Group and the Company recognise the amount of
change in the fair value of the financial liability that is attributable to changes
in the credit risk in other comprehensive income and the remaining amount
of the change in the fair value in profit or loss, unless the treatment of the
effects of changes in the liability’s credit risk would create or enlarge an
accounting mismatch.
The Group and the Company have not elected to designate any financial
liability at FVTPL.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Other financial liabilities not categorised as fair value through profit or loss
are subsequently measured at amortised cost using the effective interest
method.
Interest expense and foreign exchange gains and losses are recognised in the
profit or loss. Any gains or losses on derecognition are also recognised in the
profit or loss.
The Group’s and the Company’s financial liabilities at amortised cost include
borrowings, trade and most of the other payables. Borrowings are classified
as current liabilities unless the Group and the Company have unconditional
right to defer settlement of the liability for at least 12 months after the end of
the reporting period.
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.
At each reporting date, the Group and the Company review the carrying amounts
of non-financial assets to determine whether there is any indication of impairment.
If any such indication exists, or when annual impairment testing for an asset is
required, the recoverable amount is estimated and an impairment loss is recognised
whenever the recoverable amount of the asset or a cash-generating unit is less than
its carrying amount. Recoverable amount of an asset or a cash-generating unit is
the higher of its fair value less costs to sell and its value in use.
In assessing value in use, estimated future cash flows are discounted to 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. Impairment losses of
continuing operations are recognised in profit or loss in those expense categories
consistent with the function of the impaired asset.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Cash and cash equivalents comprise cash on hand, bank balances 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 asset.
A contingent liability is a possible obligation that arises from past events and
whose existence will be confirmed by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Group. It can
also be a present obligation arising from past events that is not recognised because
it is not probable that an outflow of economic resources will be required or the
amount of obligation cannot be measured reliably.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
3.16 Equity
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.
Share capital represents the nominal value of shares that have been issued.
All transactions with owners of the Company are recorded separately within equity.
3.17 Provision
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 provision is reversed. Where the effect of the time
value of money is material, provision are discounted using a current pre tax rate that
reflects, where appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognised as a finance
cost.
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63
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Segment revenues, expenses and result include transfers between segments. The
prices charged on inter-segment transactions are based on negotiation basis. These
transfers are eliminated on consolidation.
A financial guarantee contract is a contract that requires the issuer to make specified
payments to reimburse the holder for a loss it incurs because a specified debtor fails
to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of
transaction costs. Subsequent to initial recognition, financial guarantee contracts are
recognised as income in profit or loss over the period of the guarantee. If the debtor
fails to make payment relating to financial guarantee contract when it is due and the
Group, as the issuer, is required to reimburse the holder for the associated loss, the
liability is measured at the higher of the best estimate of the expenditure required to
settle the present obligation at the reporting date and the amount initially recognised
less cumulative amortisation.
The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary
shares.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
A related party is a person or entity that is related to the entity that is preparing its
financial statements (“the reporting entity”). A related party transaction is a transfer
of resources, services or obligations between the reporting entity and its related party,
regardless of whether a price is charged.
(a) A person or a close member of that person’s family is related to the reporting
entity if that person:-
(b) An entity is related to the reporting entity if any of the following conditions
applies:-
(i) The entity and the reporting entity are members of the same group;
(ii) The entity is an associate or joint venture of the reporting entity;
(iii) Both the entity and the reporting entity are joint ventures of the same third
party;
(iv) The entity is a joint venture of a third entity and the reporting entity is an
associate of the same third entity;
(v) The entity is a post-employment benefit plan for the benefits of employees
of the reporting entity or an entity related to the reporting entity;
(vi) The entity is controlled or jointly-controlled by a person identified in (a)
above;
(vii) A person identified in (a)(i) above has significant influence over the entity
or is a member of the key management personnel of the entity; or
(viii) The entity or any member of a group of which it is a part, provides key
management personnel services to the reporting entity.
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
When issued share of the Company are repurchased, the consideration paid, including
directly attributable costs is presented as a change in equity. Repurchased shares that
have not been cancelled are classify as treasury shares and presented as a deduction
from equity. No gain or loss is recognised in the profit or loss on the sale, reissuance
or cancellation of treasury shares.
When treasury shares are distributed as share dividends, the cost of the treasury shares
is applied in the reduction of the treasury shares account or distributable reserves, or
both.
When treasury shares are reissued by resale, the difference between the sale
consideration net of directly attributable costs and the carrying amount of the treasury
shares is shown as a movement in equity.
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66
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Equipment, Furniture,
Land and plant and Motor fittings and Capital work-
buildings machinery vehicles others in-progress Total
RM RM RM RM RM RM
Cost
At 30 April 2023 - - - - - -
page.
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67
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Equipment, Furniture,
Land and plant and Motor fittings and Capital work-
buildings machinery vehicles others in-progress Total
RM RM RM RM RM RM
Accumulated depreciation
At 30 April 2023 - - - - - -
30 April 2023 - - - - - -
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68
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Group (cont’d)
Freehold Leasehold
land land Buildings Total
RM RM RM RM
Cost
At 1 May 2021 17,380,480 216,425 128,111,031 145,707,936
Additions - - 2,099,036 2,099,036
At 30 April 2023 - - - -
Accumulated depreciation
At 1 May 2021 - 60,922 11,410,493 11,471,415
Charge for the financial year - 2,186 2,560,782 2,562,968
At 30 April 2023 - - - -
At 30 April 2023 - - - -
Included in the property, plant and equipment of the Group are fully depreciated property,
plant and equipment with a total cost of RM Nil (2022: RM45,661,420) but still in use.
Equipment,
Leasehold plant and
land Buildings machinery Total
RM RM RM RM
Net carrying amount
At 1 May 2021 155,503 238,203 5,796,264 6,189,970
Addition - 246,560 - 246,560
Depreciation charges (2,186) 11,104 (470,851) (461,933)
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Group (cont’d)
Included in the property, plant and equipment is right-of-use assets as follows (cont’d):-
Equipment,
Leasehold plant and
land Buildings machinery Total
RM RM RM RM
Net carrying amount
At 1 May 2022 153,317 495,867 5,325,413 5,974,597
Depreciation charges (38,829) (42,201) (156,950) (237,980)
Disposal of a subsidiary - (453,666) (5,168,463) (5,622,129)
Transfer to assets held for sale (114,488) - - (114,488)
At 30 April 2023 - - - -
5. INVESTMENT IN SUBSIDIARIES
Company
2023 2022
RM RM
Unquoted shares - At cost:-
At 30 April 10 134,693,256
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70
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Acquisition of a subsidiary
On 16 June 2022, the Company incorporated a wholly owned subsidiary, HSB, with cash
subscription of RM10.
Disposal of a subsidiary
On 31 August 2022, the Company disposed of its 100% equity interest in LSSPI for a cash
consideration of RM544,383,746. An additional consideration of RM12,609,500 has been
received following the post completion adjustments pursuant to the Share Sales Agreement
(“SSA”). The subsidiary was previously reported as part of the manufacturing segment.
The disposal of LSSPI gave rise to a gain of RM407,279,610 in the Company’s financial
statements.
The effect of the disposal of LSSPI on the financial position of the Group as at the date of
disposal was as follows:-
Group Company
2023 2023
RM RM
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71
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
6. OTHER RECEIVABLES
Group Company
2023 2022 2023 2022
RM RM RM RM
Non-current
Amount due from a
subsidiary - - 8,000,000 -
Current
Non-trade receivables - 7,171 - -
Sundry deposits 55,390 963,971 - -
Deposits for purchase of
property, plant and
equipment - 30,703 - -
Interest receivables 40,500 - - -
Prepayments 38,026 898,173 20,067 16,093
Amount due from a
subsidiary - - 20,332,346 -
Advance payment to
supplier 4,050 - - -
137,966 1,900,018 20,352,413 16,093
Included in the amount due from a subsidiary is loans to a subsidiary company amounted to
RM28,329,356. These loans are unsecured, bear interest rate of 3.685% per annum and
repayable on demand.
The currency exposure profile of the other receivables is as follows (foreign currency
balances are unhedged):-
Group Company
2023 2022 2023 2022
RM RM RM RM
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72
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
7. INVENTORIES
Group
2023 2022
RM RM
The reversal of inventories written down was made when the related inventories were
subsequently sold above their carrying amounts and increased in net realisable value because
of changed economic circumstances.
8. TRADE RECEIVABLES
Group
2023 2022
RM RM
- 51,814,011
Less: Allowance for impairment loss of trade
receivables - (1,279,362)
- 50,534,649
Group
2023 2022
RM RM
At 30 April - (1,279,362)
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Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The currency exposure profile of the trade receivables is as follows (foreign currency
balances are unhedged):-
Group
2023 2022
RM RM
- 51,814,011
Trade receivables comprise amounts receivable from sales of goods. The credit terms granted
on sales of goods are generally ranged from 30 days to 90 days for the financial year 2022.
Certain customers are granted with longer credit term due to their good payment history and
their creditworthiness is higher. Allowance has been made for estimated irrecoverable of
trade receivables based on the default experience of the Group.
Group Company
2023 2022 2023 2022
RM RM RM RM
The fixed deposits with a licensed bank are on fixed rate basis and will mature in 3 months
period.
The effective interest rates on fixed deposits with a licensed bank ranged from 1.90% to
3.65% per annum.
The entire fixed deposits with a licensed bank is denominated in Ringgit Malaysia.
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Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The currency exposure profile of the cash at bank is as follows (foreign currency balances
are unhedged):-
Group Company
2023 2022 2023 2022
RM RM RM RM
On 3 February 2023, the Company announced that HSB, a wholly-owned subsidiary of the
Company, had received an offer vide letter dated 30 January 2023 (“Offer Letter”) in relation
to the proposed disposal (“Offer”) of 3 contiguous parcels of land with factory buildings and
other ancillary buildings located at Mukim Senai, Kulai, Johor Darul Takzim (“Subject
Properties”). The Board had on the same date deliberated on the Offer and has decided to
accept the Offer. The total consideration is RM18,500,000 of which RM370,000 has been
received and included in deposits received.
The Company and the purchasers had on 25 April 2023 agreed to extend the cut-off date for
the signing of the Sales and Purchase Agreement (“SPA”) for a period of 30 days,
commencing from 1 May 2023 until 30 May 2023.
On 29 May 2023, HSB has entered into two SPAs with the purchasers for the proposed
disposal of the Subject Properties. The carrying value of the land and buildings is
RM17,742,181 and is classified as non-current assets held for sale as at the end of the
financial year.
Assets classified as held for sale during the reporting period was measured at the lower of its
carrying amount and fair value less costs to sell at the time of the reclassification. We have
recognised a loss of RM6,220,090 in profit and loss to reflect on the impairment loss.
59
page.
75
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Company
Issued and fully paid-up with no par value:-
Ordinary shares
At 1 May 193,599,641 193,599,641 132,439,820 132,439,820
Capital reduction - - (69,321,974) -
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 regards to the Company’s residual value.
60
page.
76
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The shares purchased were retained as treasury shares. The Company has the right to re-issue
these shares at a later date. As treasury shares, the rights attached as to voting, dividends and
participation in other distribution are suspended.
As at the financial year end, the Company held 1,038,600 (2022: 1,038,600) of the
Company’s shares and the number of outstanding shares in issue after setting treasury shares
off against equity are 192,561,041 (2022: 192,561,041).
No treasury shares were sold during the current and previous financial year.
Reverse acquisition reserve arising from the reverse acquisition of the Company by LSSPI
is as follows:-
Group
2023 2022
RM RM
- 28,227,000
Group
2023 2022
RM RM
61
page.
77
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The deferred tax liabilities are made up of temporary differences arising from:-
Group
2023 2022
RM RM
- 16,041,000
According to Special Tax Incentive under National Economic Recovery Plan (PENJANA),
the special reinvestment allowances were granted for extension from year of assessment
("YA") 2020 to 2024. At the previous reporting date, the Group has unabsorbed reinvestment
allowance which can be carried forward to offset against future taxable profit until at the end
of YA 2024.
The Group has lease contracts for various items of land, properties and other equipment used
in its operations. Leases of properties generally have lease terms of 2 years with extension
options of 2 years, plant and equipment generally have lease terms of 4 years while land has
lease term of 99 years in year 2022. There are several lease contracts that include extension
and termination options and variable lease payments, which are further discussed below.
The Group also has certain leases of factory and office equipment with lease terms of 12
months or less in year 2022. The Group applies the ‘short-term lease’ recognition exemptions
for these leases.
15.1.1 Lease liabilities are presented in the statements of financial position as follows:-
2023 2022
RM RM
Current - 1,307,115
Non-current - 378,967
- 1,686,082
62
page.
78
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
15.1.2 Set out below are the carrying amounts of lease liabilities and the movements during the
period:-
2023 2022
RM RM
At 30 April - 1,686,082
15.1.3 Future minimum lease payments for year 2022 were as follows:-
The Group elected not to recognise lease liability for short-term leases (leases with an
expected term of 12 months or less). Payments made under such leases are expensed on a
straight-line basis. Certain variable lease payments are not permitted to be recognised as
lease liabilities and are expensed as incurred.
Variable lease payments expensed on the basis that they are not recognised as a lease liability
include excess use charges on office equipment. Variable payment terms are used for a
variety of reasons, including minimising costs for IT equipment with infrequent use. Variable
lease payments are expensed in the period they are incurred.
63
page.
79
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Each lease generally imposes a restriction that the right-of-use asset can only be used by the
Group. The Group is prohibited from selling or pledging the underlying leased assets as
security. For leases over properties, the Group must keep those properties in a good state of
repair and return the properties in their original condition at the end of the lease.
The table below describes the nature of the Group’s leasing activities by type of right-of-use
asset recognised on Statements of Financial Position in year 2022:-
Number of Number of
right-of-use Range of lease with
Type assets leased remaining term extension options
2022
Properties 1 46 months 1
Land 1 70 – 72 years -
Plant and equipment 2 8 months -
64
page.
80
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
16. BORROWINGS
Group
2023 2022
RM RM
Current
Unsecured:-
Term loan 1 - 1,425,176
Term loan 2 - 3,948,746
Term loan 3 - 1,428,576
Term loan 4 - 1,539,219
Revolving credit - 24,100,000
Non-current
Unsecured:-
Term loan 1 - 852,877
Term loan 2 - 21,907,674
Term loan 3 - 3,214,264
Term loan 4 - 4,650,249
Term loans
The term loans of the Group are obtained by way of corporate guarantee from the Company
and negative pledge on the subsidiary’s assets.
The term loans of the Group bear interest at rates ranging from 3.33% to 3.70% per annum
in year 2022.
Revolving credit
The revolving credit of the Group is obtained by way of corporate guarantee from the
Company and negative pledge on the subsidiary’s assets.
The revolving credit bears interest at rates ranging from 3.09% to 3.34% per annum in year
2022.
65
page.
81
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Trade payables comprise amounts outstanding for trade purchases. The credit terms granted
to the Group ranged from 30 days to 90 days in year 2022.
Group
2023 2022
RM RM
The currency exposure profile of the trade payables is as follows (foreign currency balances
are unhedged):-
Group
2023 2022
RM RM
- 18,410,833
Group Company
2023 2022 2023 2022
RM RM RM RM
Amount due to a company connected with certain Directors is unsecured, bears no interest
and repayable on demand.
Amount due to a director represent loan from director and is unsecured, bears interest rate at
3.685% per annum and repayable on demand.
66
page.
82
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The currency exposure profile of the other payables is as follows (foreign currency balances
are unhedged):-
Group Company
2023 2022 2023 2022
RM RM RM RM
19. REVENUE
Company
Profit/(Loss) before tax has been determined after charging/(crediting), amongst others, the
following items:-
Group Company
2023 2022 2023 2022
RM RM RM RM
(Represented)
Auditors’ remuneration:-
Statutory audit
- Grant Thornton Malaysia PLT 22,500 12,000 15,000 12,000
Assurance related services
- Grant Thornton Malaysia PLT 139,000 10,000 139,000 10,000
Other services
- Local affiliates of Grant
Thornton Malaysia PLT 1,210 - - -
- Other auditors 1,200 1,200 1,200 1,200
Depreciation of right-of-use
assets 38,282 - - -
Depreciation of property, plant
and equipment 189,674 - - -
Gain on disposal of a
subsidiary (335,669,861) - (407,279,610) -
Impairment loss on non-current
assets held for sale 6,220,090 - - -
Realised loss on foreign
exchange 595,238 - 595,238 -
67
page.
83
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The remuneration paid (Group and Company basis) to the Directors of the Company is
categorised as follows:-
Other
Fees emoluments Total
RM RM RM
Group and Company
2023
Non-Executive Directors 63,000 2,400 65,400
2022 (Represented)
Non-Executive Directors 62,250 400 62,650
The remuneration paid to the Directors of the Company analysed into bands are as follows:-
RM100,000
to
Number of Directors <RM100,000 RM1,800,000
2023
Non-Executive Directors 3 -
2022 (Represented)
Non-Executive Directors 3 -
68
page.
84
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Group Company
2023 2022 2023 2022
RM RM RM RM
(Represented)
919,000 - 919,000 -
Malaysian income tax is calculated at the statutory tax rate of 24% (2022: 24%) of the
estimated taxable profits for the financial year.
The reconciliations of tax expense applicable to profit/loss before tax at the statutory tax rate
to the tax expense at the effective tax rate of the Group and of the Company are as follows:-
Group Company
2023 2022 2023 2022
RM RM RM RM
(Represented)
69
page.
85
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
On 31 August 2022, the Company has disposed of 106,466,256 ordinary shares in the
subsidiary company Lee Soon Seng Plastic Industries Sdn. Bhd. representing 100% equity
interest therein.
Group
2023 2022
RM RM
70
page.
86
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
(a) Included in the results from operating activities are the following:-
Group
2023 2022
RM RM
Profit before tax is arrived after charging/(crediting):-
Auditors’ remuneration
Statutory audit
- Grant Thornton Malaysia PLT - 66,000
- Other external auditors 26,000 -
Other services
- Local affiliates of Grant Thornton Malaysia PLT - 22,000
Depreciation of right-of-use assets 199,698 461,933
Depreciation of property, plant and equipment 4,770,182 14,526,417
Directors’ bonus 120,000 360,000
Directors’ remuneration 1,277,520 4,445,405
Directors’ EPF and SOCSO 256,160 963,662
Staff costs 9,242,412 28,220,121
Defined contribution plan – Staff EPF 329,328 1,088,449
Inventories written down 625,047 1,276,168
Lease interest expense 26,536 138,612
Variable lease payment:-
- office equipment - 274
Gain on disposal of property, plant and equipment (4,000) (24,000)
Property, plant and equipment written off - 296,024
Realised gain on foreign exchange (447,887) (639,426)
Rent concession received - (2,000)
Rental income (4,400) (13,440)
(Reversal of impairment loss)/Impairment loss on
financial assets (39,306) 30,696
Reversal of inventories written down (1,276,168) (882,068)
Unrealised gain on foreign exchange (8,401) (89,088)
(b) The cash flows attributable to the discontinued operation are the following:-
Group
2023 2022
RM RM
71
page.
87
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The calculation of basic earnings/(loss) per ordinary share was based on Group’s
profit/(loss) for the financial year attributable to owners of the Company over the
weighted average number of ordinary shares calculated as follows:-
Group
2023 2022
RM RM
Continuing operations
Profit/(loss) after tax for the financial year
attributable to owners of the Company (RM) 329,104,900 (382,721)
Discontinued operation
Profit after tax for the financial year attributable to
owners of the Company (RM) 3,068,599 31,248,099
There is no diluted earnings per ordinary share as there is no potential dilutive ordinary
share.
Employee benefits expense of the Group and of the Company consist of, amongst others, the
following items:-
Group Company
2023 2022 2023 2022
RM RM RM RM
(Represented)
Directors’ remuneration
- Allowance 2,400 400 2,400 400
The estimated monetary value of benefits provided to the Directors of the Company during
the financial year by way of usage of the subsidiary’s assets and other benefits amounted to
RM14,089 (2022: RM51,423).
72
page.
88
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
(a) The related party transactions of the Group and of the Company during the financial
year were as follows:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Sales to a company
connected with certain
Directors 304,764 2,752,358 - -
Purchases from a
company connected
with certain Directors 323,280 1,101,034 - -
Interest charged to a
subsidiary - - 726,498 -
Interest charged by a
director 252,801 - 252,801 -
Expenses paid on
behalf for a subsidiary - - 3,000 -
Hotel and
accommodation
charged by a company
connected with certain
Directors 6,404 8,677 - -
Meeting expenses
charged by a company
connected with certain
Directors 214 - 214 -
(b) The outstanding balances arising from related party transactions as at the reporting date
are disclosed in Notes 6 and 18 to the Financial Statements.
73
page.
89
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
(c) The remuneration of key management personnel is same with the Directors’
remunerations as disclosed in Notes 20, 22 and 24 to the Financial Statements. Key
management personnel is defined as those persons having authority and responsibility
for planning, directing and controlling the activities of the Company either directly or
indirectly and entity that provides key management personnel services to the Company.
The Company has no other members of key management personnel apart from the
Board of Directors.
Group
2023 2022
RM RM
- 731,253
The Group is organised on two major operating segments. These operating segments are
monitored separately for the purpose of making decisions about resource allocation and
performance assessment. Segment performance is evaluated based on operating profit or
loss which, in certain respects as explained in the table below, is measured differently
from operating profit in the consolidated financial statements.
The following summary describes the operations in each of the Group’s reportable
segments:-
The Group has aggregated certain operating segments to form a reportable segment due
to the similar nature and operational characteristics of the services.
The amounts relating to the manufacturing segment in Lee Soon Seng Plastic Industries
Sdn. Bhd. has been excluded to arrive at the amounts shown in the consolidated
statement of profit or loss and other comprehensive income as they are presented
separately in the statement of profit or loss and other comprehensive income within one
line item, “Profit for the financial year from discontinued operation, net of tax”.
74
page.
90
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Revenue
Results
Depreciation and
amortisation (227,956) - - (227,956)
Other non-cash
(expenses)/income (3,588,508) 407,279,610 (74,241,331) C 329,449,771
2022
Revenue (Represented)
Results (Represented)
2023
Assets
Additions to non-current
assets other than
financial instruments 19,599,686 - (19,599,686) E -
Liabilities
75
page.
91
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Assets
Additions to non-current
assets other than financial
instruments 17,625,218 - - E 17,625,218
Liabilities
Notes to the nature of adjustments and eliminations to arrive at amounts reported in the
consolidated financial statements:-
B. The following items are added to/(deducted from) segment profit to arrive at
“profit/(loss) before tax” presented in the consolidated profit or loss:-
2023 2022
RM RM
(Represented)
2023 2022
RM RM
(Represented)
329,449,771 -
76
page.
92
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
D. The following items are added to segment assets to arrive at total assets reported in
the consolidated statement of financial position:-
2023 2022
RM RM
2023 2022
RM RM
- 17,625,218
F. The following items are added to segment liabilities to arrive at total liabilities
reported in the consolidated statement of financial position:-
2023 2022
RM RM
The Group does not have any revenue from a single external customer which represent
10% or more of the Group’s revenue.
77
page.
93
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The table below provides an analysis of financial instruments categorised as financial assets
and financial liabilities measured at amortised cost (“AC”):-
Group
Carrying
amount AC
RM RM
2023
Financial assets
Other receivables 137,966 95,890
Cash and bank balances 109,031,502 109,031,502
Financial liability
Other payables 8,743,665 8,373,665
2022
Financial assets
Trade receivables 50,534,649 50,534,649
Other receivables 1,900,018 1,001,845
Cash and bank balances 9,336,988 9,336,988
Financial liabilities
Borrowings 63,066,781 63,066,781
Trade payables 18,410,833 18,410,833
Other payables 9,513,233 6,752,858
Company
Carrying
amount AC
RM RM
2023
Financial assets
Other receivables 28,352,413 28,332,346
Cash and bank balances 100,781,790 100,781,790
Financial liability
Other payables 8,365,365 8,365,365
78
page.
94
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The table below provides an analysis of financial instruments categorised as financial assets
and financial liabilities measured at amortised cost (“AC”) (cont’d):-
Company
Carrying
amount AC
RM RM
2022
Financial assets
Other receivables 16,093 -
Cash and bank balances 126,169 126,169
Financial liability
Other payables 95,510 95,510
Group Company
2023 2022 2023 2022
RM RM RM RM
(Represented)
The Group is exposed to various risks in relation to financial instruments. The main types of
risks are foreign currency risk, interest rate risk, credit risk and liquidity risk.
Financial risk management policy is established to ensure that adequate resources are
available for the development of the Group’s business whilst managing its foreign currency
risk, interest rate risk, credit risk and liquidity risk. The Group operates within clearly defined
policies and procedures that are approved by the Board of Directors to ensure the
effectiveness of the risk management process.
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.
79
page.
95
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Group is exposed to foreign currency risk mostly on its sales and purchases that are denominated in a currency other than the functional
currency of the Group. The currencies giving rise to this risk are primarily United States Dollar (“USD”), Singapore Dollar (“SGD”),
Australian Dollar (“AUD”), European Union Euro (“EURO”), Chinese Yuan (“CNY”), New Zealand Dollar (“NZD”) and Japanese Yen
(“JPY”).
Based on carrying amounts as at the reporting date, foreign currency denominated financial assets and financial liabilities which expose
the Group to currency risk for year 2022 is disclosed below:-
2022
Financial assets
Trade receivables 7,202,867 6,440,268 2,913,890 - - - -
Other receivables 40,878 - 11,347 - - - -
Cash and cash equivalents 615,590 4,151,433 838,562 1,582 - 2 -
Financial liabilities
Trade payables (8,130,822) - - - - - -
Other payables (417,300) (156,003) - (170,915) (43,691) - 1,807
page. 80
96
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The following table illustrates the sensitivity of profit in regards to the Group’s financial assets and financial liabilities and the RM/USD,
RM/SGD, RM/AUD, RM/EURO, RM/CNY, RM/NZD and RM/JPY exchange rates with ‘all other things being equal’.
It assumes a 1% (2022: 1%) change of the RM/USD, RM/SGD, RM/AUD, RM/EURO, RM/CNY, RM/NZD and RM/JPY exchange rates
respectively. The percentage has been determined based on the average market volatility in exchange rates in the previous 12 months. The
sensitivity analysis is based on the Group’s foreign currency denominated financial instruments held at each reporting date.
If the RM had strengthened against the USD, SGD, AUD, EURO, CNY, NZD and JPY by 1% (2022: 1%) respectively, this would have
the following impact:-
2023 - - - - - - - -
If the RM had weakened against the USD, SGD, AUD, EURO, CNY, NZD and JPY by 1% (2022: 1%) respectively, then the impact to
profit for the financial year would be the opposite effect.
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 exposures to foreign currency risk.
81 page.
97
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Financial liabilities
Lease liabilities - (1,686,082) - -
Revolving credit - (24,100,000) - -
Other payables (8,252,801) - (8,252,801) -
Net financial
(liabilities)/assets (752,801) (25,786,082) 20,076,555 -
Floating rate
instrument
Financial liability
Term loans - (38,966,781) - -
82
page.
98
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The following table illustrates the sensitivity of profit to a reasonably possible change
in interest rates of +/- 100 (2022: +/- 25) basis points (“bp”). 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 rates
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.
2023 2022
Group RM RM
Credit risk is the risk that counterparty fails to discharge an obligation to the Group
and the Company. The Group’s and the Company’s maximum exposure to credit risk
is limited to the carrying amount of financial assets recognised at the reporting date,
as summarised below:-
Group Company
2023 2022 2023 2022
RM RM RM RM
Classes of financial assets
– carrying amounts:-
Cash and bank balances 109,031,502 9,336,988 100,781,790 126,169
Trade receivables - 50,534,649 - -
Other receivables 95,890 1,001,845 28,332,346 -
83
page.
99
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
None of the Group's financial assets are secured by collateral or other credit enhancements and none of the carrying amount of financial
assets whose terms have been renegotiated that would otherwise be past due or impaired.
In respect of trade and other receivables, the Group is not exposed to any significant credit risk exposure to any single counterparty or any
group of counterparties having similar characteristics. Trade receivables consist of a large number of customers in various industries and
geographical areas. Based on historical information about customer default rates, the management consider the credit quality of trade
receivables that are not past due or impaired to be good.
page. 84
100
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Credit risks on other receivables are mainly arising from sundry receivables and
deposits. As at the end of the reporting period, the maximum exposure to credit risk
is represented by their carrying amounts in the statements of financial position. The
Group does not consider it is necessary to recognise any allowance for impairment
losses.
The credit risk for cash and cash equivalents is considered negligible, since the
counterparties are reputable banks with high quality external credit ratings.
Financial guarantee
The corporate guarantees do not have determinable effect on the terms of the credit
facilities due to banks requiring guarantee as a pre-condition for approving the credit
facilities granted to the subsidiary. The actual terms of the credit facilities are likely
to be the best indicator of “at market” terms and hence the fair value of the credit
facilities is equal to the credit facilities and contract bond amount received by the
subsidiary. As such, the Directors regard the value of the credit enhancement provided
by these guarantees as minimal, and the probability of default, based on historical
track records of the subsidiary receiving the guarantees are remote.
85
page.
101
SCGM BHD 200701021012
Company No: 200701021012
(779028-H) (779028 H) ANNUAL REPORT 2023
Liquidity risk is the risk arising from the Group and the Company not being able to
meet their obligations due to shortage of funds.
In managing their exposures to liquidity risk, the Group and the Company maintain
a level of cash and cash equivalents and bank credit facilities deemed adequate by the
management to ensure that they will have sufficient liquidity to meet their liabilities
as and when they fall due.
The following table shows the areas where the Group and the Company are exposed
to liquidity risk:-
Group Company
Current Non-current Current
Less than 1 Between More than 5 Less than 1
year 1 to 5 years years year
RM RM RM RM
2023
Non-derivative financial
liabilities
Other payables 8,373,665 - - 8,365,365
Total undiscounted
financial liabilities 8,373,665 - - 8,365,365
Financial guarantees* - - - -
2022
Non-derivative financial
liabilities
Term loans 9,563,592 28,221,180 4,766,513 -
Revolving credit 24,100,000 - - -
Trade payables 18,410,833 - - -
Other payables 6,752,858 - - 95,510
Lease liabilities 1,355,207 408,000 - -
Total undiscounted
financial liabilities 60,182,490 28,629,180 4,766,513 95,510
The above amounts reflect the contractual undiscounted cash flows, which may differ
from the carrying values of the financial liabilities at the reporting date.
page. 86
102
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The primary capital management objective of the Group is to maintain a strong capital base
and safeguard the Group’s ability to continue as a going concern, so as to sustain future
development of the business. There is no change to the objectives in financial years ended
2023 and 2022.
The Group manages its capital by regularly monitoring its current and expected liquidity
requirement and modify the combination of equity and borrowings from time to time to meet
the needs. Shareholders’ equity and gearing ratio of the Group are as follows:-
2023 2022
RM RM
Borrowings - 63,066,781
Lease liabilities - 1,686,082
The carrying amounts of financial assets and financial liabilities of the Group and of the
Company as at the reporting date are approximately at their fair values due to their short term
nature or they are floating rate instruments that are re-priced to market interest rates on or
near the reporting date.
The Group and the Company have not designated any financial instrument at fair value
through profit or loss or fair value through other comprehensive income and hence fair value
hierarchy is not presented.
87
page.
103
Company No: 200701021012 (779028 H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The following figures have been reclassified to conform with the presentation of the current
financial year:-
As previously
Group As represented reported
RM RM
Statement of Profit or Loss and Other
Comprehensive Income (Extract):-
Continuing operations
Revenue - 284,695,630
Cost of sales - (221,173,553)
Other income - 1,110,886
Finance income - 39,383
Selling and distribution expenses - (11,937,361)
Administration expenses (382,721) (11,983,161)
Impairment loss on financial assets - (30,696)
Other expenses - (296,024)
Finance costs - (2,403,838)
Tax expense - (7,155,888)
Discontinued operation
The figures were represented as the operation of Lee Soon Seng Plastic Industries Sdn. Bhd.
was classified as discontinued operation due to the disposal as disclosed in Notes 5 and 22
to the Financial Statements. The comparative statement of profit or loss and other
comprehensive income was represented as if the operation had been discontinued from the
beginning of the comparative period.
88
page.
104
Company No: 200701021012 (779028 H)
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Acquisition of new
business/assets to
be identified/
working capital 96,633 803 Within 24 months 95,830 99
Estimated
expenses for the
proposals 16,000 15,610 Within 2 months 390 2
89
page.
105
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
CORPORATE INFORMATION
page.
106
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
PROFILE OF DIRECTORS
DATO' SRI
LEE HOCK SENG
Executive Chairman
Nationality Age/Gender
Malaysian 72/Male
Date Joined
19 December 2007
Dato’ Sri Lee Hock Seng, Malaysian, aged 72, was appointed as the Executive
Other Directorship In Public Listed
Chairman / Managing Director of SCGM Bhd (“SCGM” or “the Company”) on 19
Company and Public Company:
December 2007. He was redesignated as Executive Chairman on 9 December
2015. He is one of the founders of Lee Soon Seng Plastic Industries Sdn. Bhd. Public Listed Company
(LSSPI) and has been the Managing Director of LSSPI since its incorporation on
4 May 1984 until LSSPI was disposed and ceased to be a subsidiary of SCGM. - None
In 1995, he completed an external training programme, namely the 7th Asian Public Company
Factory Management Course 1995 in Taipei, Taiwan. Subsequently, in 1997, he - None
completed a course in Middle Management Leadership Training Programme in
Johor Bahru, Johor.
Dato’ Sri Lee Hock Seng started his career in 1969 as Marketing and Distribution
personnel with Lee Soon Seng, a distributor and wholesaler for F&N (M) Sdn Bhd.
In 1984, he left Lee Soon Seng to set up LSSPI.
page.
107
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
PROFILE OF DIRECTORS
(Cont’d)
DATO' SRI
LEE HOCK CHAI
Managing Director
Nationality Age/Gender
Malaysian 61/Male
Date Joined
19 December 2007
Dato’ Sri Lee Hock Chai, Malaysian, aged 61, was appointed as the Executive
Other Directorship In Public Listed
Director of SCGM on 19 December 2007. He was redesignated as Managing
Company and Public Company:
Director on 9 December 2015. He is also the Executive Director of LSSPI since 4
May 1984 until LSSPI was disposed. He is one of the founders of LSSPI. Public Listed Company
He began his career as a Factory Manager with LSSPI in 1984. In 1998, he was - None
promoted to the position of Operations Manager. His responsibilities include
developing new products and providing engineering support, machinery and Public Company
factory facility maintenance. - None
He is presently responsible to implement and execute the strategic business
development plans of the Group.
He has more the thirty-eight (38) years of experience in the field of research and
development. He was awarded the SSAP which carries the title of Dato’ Sri by the
Sultan of Pahang in 2012.
page.
108
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
PROFILE OF DIRECTORS
(Cont’d)
MS PATRICIA
RANGENE PACKIUM
Senior Independent Non-Executive Director
Nationality Age/Gender
Malaysian 48/Female
Date Joined
16 August 2019
Ms. Patricia Rangene Packium, Malaysian, aged 48, was appointed as the
Other Directorship In Public Listed
Independent Non-Executive Director of SCGM on 16 August 2019. On 29 June
Company and Public Company:
2020, she was redesignated as the Senior Independent Non-Executive Director.
She graduated with Honours Degree from the University of London in 1997 and Public Listed Company
was later admitted as an Advocate & Solicitor of the High Court of Malaya in
2002. - SDS Group Berhad
She has over the course of more than fifteen (15) years in private legal practice Public Company
handled, banking and corporate matters as well as civil litigation matters.
- None
She is currently running her own legal practice under the name of Patricia
Packium & Associates since 2015.
She serves as the Chairperson of the Nomination Committee, a member of the
Audit Committee and Remuneration Committee of the Company.
page.
109
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
PROFILE OF DIRECTORS
(Cont’d)
Nationality Age/Gender
Malaysian 42/Female
Date Joined
16 August 2019
Ms. Lim Peng Peng, Malaysian, aged 42, was appointed as the Independent Non-
Other Directorship In Public Listed
Executive Director of SCGM on 16 August 2019. She graduated from Monash
Company and Public Company:
University, Malaysia with a Bachelor of Business and Commerce degree in 2002.
She is a Chartered Accountant and a member of the Malaysian Institute of Public Listed Company
Accountants and a member of the CPA Australia.
- None
Upon graduation, she worked in Deloitte KassimChan for 5 years and was
promoted to Audit Manager in 2006. Subsequently, she worked at Horwath First Public Company
Trust and Ernst & Young in Singapore from 2007 to 2008. She rejoined Deloitte - None
KassimChan and progressed to Audit Director in 2012.
She was the Group Financial Controller of SCGM Bhd from 2016 to May 2017.
She is presently the Audit Principal of Kudos Ling Chuo & Lim.
page.
110
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
PROFILE OF DIRECTORS
(Cont’d)
Nationality Age/Gender
Malaysian 38/Female
Date Joined
16 August 2019
Ms. Lee Yee Ling, Malaysian, aged 38, was appointed as the Independent Non-
Other Directorship In Public Listed
Executive Director of SCGM on 16 August 2019. She graduated from University
Company and Public Company:
of Bradford (UK) with Bachelor of Science (Honours Degree) in Business and
Management studies in 2006. Public Listed Company
She began her career as a Production Planning Executive with Hitachi Koki - SDS Group Berhad
(M) Sdn Bhd from 2006 to 2008. Subsequently, she joined a metal component
industrial as a Marketing Manager where she was given the opportunity to Public Company
master the skill of marketing penetration strategy, operation management,
- None
resource planning, company financial planning. She was subsequently appointed
as General Manager in 2013 and then appointed as its Executive Director in the
same year, a position she still holds to date.
She holds more than 10 years working experience in the metal component
manufacturing company and is presently its General Manager and Executive
Director of a SME company.
She serves as the member of the Audit Committee, Remuneration Committee
and Nomination Committee of the Company.
page.
111
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
PROFILE OF DIRECTORS
(Cont’d)
Nationality Age/Gender
Malaysian 52/Female
Date Joined
28 June 2021
Ms Lee Lih Chyong, Malaysian, aged 52, was appointed as the Alternate Director
Other Directorship In Public Listed
to Dato’ Sri Lee Hock Seng on 28 June 2021. She graduated with a degree in
Company and Public Company:
Business Administration from Coventry University, United Kingdom in 1995.
Public Listed Company
After graduation, she joined Beaver Industries (M) Sdn Bhd as a Production and
Materials Control Coordinator, where she was in charge of material purchase - None
and scheduling as well as import and export arrangements.
Public Company
In 1996, she was transferred to Beaver Industries (Philippines) Co. as a Trainer.
- None
She was responsible for training new recruits and assisting in setting up the
workflow of the Production and Materials Control Department for the new plant.
She is the daughter of Dato’ Sri Lee Hock Seng, who is the Executive Chairman
and substantial shareholder of SCGM Bhd.
She is also the niece of Dato’ Sri Lee Hock Chai, who is the Managing Director
of SCGM Bhd.
page.
112
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
1) Save as disclosed above, Dato’ Sri Lee Hock Seng and Dato’ Sri Lee Hock Chai are siblings. Dato’ Sri Lee Hock Seng
is a substantial shareholder of SCGM by virtue of his direct and indirect interests in SCGM.
2) Ms Lee Lih Chyong is daughter of Dato’ Sri Lee Hock Seng. She is niece of Dato’ Sri Lee Hock Chai.
3) Ms Patricia Rangene Packium, Ms Lim Peng Peng and Ms Lee Yee Ling do not have any family relationship with any
Director and/or major shareholders of the Company.
4) The details of Directors’ Shareholdings in the Company are disclosed on page 136 of this Annual Report 2023.
5) None of the Directors have any conflict of interest with the Company.
6) None of the Directors has been convicted of any offense within the past five (5) years and has not been imposed with
any sanction or penalty by the relevant regulatory bodies during the financial year ended 30 April 2023, other than
traffic offences, if any.
7) The details of Directors’ attendance of Board Meetings during the financial year ended 30 April 2023 are disclosed
on page 120 of this Annual Report 2023.
page.
113
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
Save as disclosed above, Dato’ Sri Lee Hock Seng and Dato Sri Lee Hock Chai are siblings. Dato’ Sri Lee Hock Seng is a
substantial shareholder of SCGM by virtue of his direct and indirect interests in the Company.
None of them hold any directorship in other public company and public listed companies. None of them have any conflict
of interest with the Company.
None of them have been convicted of any offences within the past five (5) years and have not been imposed with any
public sanction or penalty by the relevant regulatory bodies during the financial year ended 30 April 2023, other than traffic
offences, if any.
page.
114
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The Board of SCGM Bhd (“SCGM” or “Company”) will endeavour to comply with all the key Principles and Best Practices
of the Malaysian Code on Corporate Governance 2021 (“the Code”) in its effort to observe high standards of transparency,
accountability and integrity. SCGM is committed to practice high standard of corporate governance to ensure effective
self-regulatory corporate governance to protect stakeholders’ interests.
The Company is committed to achieving high standards of corporate governance throughout the Group and to the highest
level of integrity and ethical standards in all its business dealings. The Board considers that it has complied with most of
the main principles and recommendations of the Code that are applicable to the Company throughout the financial year.
In accordance with Paragraph 15.25 and Practice Note 9 of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Listing Requirements”), the following paragraphs provide an overview statement on how SCGM has
applied the Principles set out in the Code and how the Board has complied with the Recommendations set out in the Code
for the financial year ended 30 April 2023.
In addition, a Corporate Governance Report (“CG Report”) which provides the application of each Practice set out in the
Code for the financial year ended 30 April 2023 has been prepared and can be downloaded on the Company’s website at
https://www.scgmberhad.com.
This Statement should be read together with the CG Report to provide comprehensive disclosure of the application of each
principle and practice set out in the Code for the financial year ended 30 April 2023.
In line with the disclosure in CG Report, the Group has continued applying the Practice 1.1 to 1.6 of the Code for the
financial year ended 30 April 2023.
The Board is responsible for the overall corporate governance, strategic direction, formulation of policies and
overseeing the businesses of SCGM and its subsidiaries (“the Group”). The Board leads and supervises the
management of the business and affairs of the Group, ensure necessary resources are in place in enhancing long
term shareholders’ value and sustaining the stakeholders’ interests.
a) Board Composition
The Board consists of five (5) members comprising the Executive Chairman, Managing Director and three (3)
Independent Non-Executive Directors. The Executive Chairman has appointed an alternate Director to him on
28 June 2021.
The present Board composition is in compliance with Chapter 15.02 of the Listing Requirements, which requires
at least 2 Directors or one third (1/3) of the Board of Directors of a listed issuer, whichever is the higher, are
independent directors. The Independent Directors provide unbiased and independent views in ensuring that
the strategies proposed by the Management are fully deliberated and examined for all stakeholders of the
Group.
Currently, the Board has three (3) female Directors, representing 60% of the total Board members. They are part
of the Board’s gender diversity that serves to bring value to the Board’s discussions from different perspectives
and approaches from gender diversity.
The profiles of the Directors are set out on pages 107 to 113 in this Annual Report.
page.
115
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Board comprises of business entrepreneurs and professionals drawn from various backgrounds, with a
diverse range of know-how, experiences and knowledge; providing the relevant skills, expertise and experience
for making sound investment decisions and manage the Group’s business operations. With the diversified and
vast experiences of the Board members, the Board is competent to discharge its duties and responsibilities
and safeguard shareholders’ value.
The Board composition is based on merits, experience and their commitment and contribution to the Group.
The Board from time to time undertakes a review of its composition to determine areas to strengthen and
improve opportunities.
The Board acknowledges the importance of gender diversity in terms of age, gender, culture,nationality, ethnicity
and recognises the benefits of this diversity. The Board also recognises that having a range of different skills,
backgrounds, experience and diversity is essential to ensure a broad range of viewpoints to facilitate optimal
decision making and effective governance.
One-third (1/3) of the Directors (including the Managing Director) shall retire from office at every Annual
General Meeting and shall be eligible for re-election. All Directors shall retire from office at least once every
three (3) years and shall be eligible for re-election.
The positions of Executive Chairman and Managing Director are held by different individuals. The roles of the
Executive Chairman and Managing Director are separate with clear division of responsibilities between them
to ensure balance of power and authority.
The Board recognises the key role it plays in charting the strategic direction of the Company and has assumed
the following principal responsibilities in discharging its fiduciary and leadership functions:
reviewing and adopting a strategic plan for the Company, addressing the sustainability of the Group’s
business;
overseeing the conduct of the Group’s business and to lead its direction;
identify principal business risks faced by the Group and ensuring the implementation of appropriate
internal controls and mitigating measures to address such risks;
ensuring that all candidates appointed to senior management positions are of sufficient calibre, including
the orderly succession of senior management personnel;
reviewing the adequacy and integrity of the Group’s internal control and management information
systems.
To assist in the discharge of its stewardship role, the Board has established Board Committees, namely the
Audit Committee, Nomination Committee and Remuneration Committee, to examine specific issues within their
respective terms of reference as approved by the Board and report to the Board with their recommendations.
The ultimate responsibility for decision making, however, lies with the Board.
page.
116
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Executive Chairman
The Executive Chairman is responsible for the Group’s future business and strategy plan, setting goal to achieve
the mission and vision. He provides leadership and governance of the Board, ensuring its effectiveness and
assumes the formal role as the leader in chairing all Board meetings and shareholders’ meetings. He leads
the Board in overseeing Management and principally ensures that the Board fulfils its obligations as required
under the relevant legislations and instilling good corporate governance practices.
i) Manage Board meetings and boardroom dynamics by promoting a culture of openness and debate
where Directors are encouraged to provide their views;
ii) Work closely with the Managing Director to ensure provision of accurate, timely and clear information to
facilitate the Board to perform effectively, able to make informed decisions and to monitor the effective
implementation of the Board’s decisions;
iii) To provide his view and decision objectively;
iv) Set goals, direction to vision and mission of the Group;
v) Ensure meetings of the shareholders are conducted in an open and proper manner with appropriate
opportunity for them to ask questions; and
vi) As Group’s official spokesperson.
To be in line with the Code, the Chairman of the Board is not a member of the Audit Committee, Nomination
Committee and Remuneration Committee.
Managing Director
The Managing Director is responsible for the management of the Group’s business and marketing strategy
to meet the Group’s budget and target sales, organisational effectiveness and implementation of Board
strategies, policies and decisions.
Independent Directors
The Non-Executive Directors are independent from management and are free from any business or other
relationships that could materially interfere with the exercise of independent judgement. They scrutinize the
decision taken by the Board, and provide constructive opinions and objectively challenge the management’s
proposal and decision. While the Board is responsible for creating the framework and policies within which the
Group should be operating, the management is accountable for the execution of the expressed policies and
attainment of the Group’s expressed corporate objectives. This demarcation reinforces the supervisory role of
the Board.
The Board also assumes various functions and responsibilities that are required of them by regulatory
authorities, as specified in guidelines and directives issued from time to time.
c) Board Charter
The Board has formalised and uploaded its Board Charter on the Company’s website at https://www.
scgmberhad.com. The Board will review and update the Board Charter periodically. The Board Charter was
last reviewed on 28 June 2022.
The Board Charter sets outs the respective roles and responsibilities of the Board, Board Committees,
individual directors and management. The Board is the Company’s decision-making body, significant issues
and decisions are reserved for the Board’s decision.
page.
117
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
d) Independence
The Group measures the independence of its Directors based on the criteria prescribed under the Listing
Requirement in which a Director should be independent and free from any business or other relationship that
could interfere with the exercise of independent judgement or the ability to act in the best interests of the
Company. Objective assessment of the independence of Directors based on the provisions of the Listing
Requirements is carried out before the appointment of Directors and reaffirmed annually.
One of the recommendations of the Code states that the tenure of an independent director should not exceed
a cumulative term of over 9 years. To be in line with the Code, none of the Independent Director has served the
Company more than 9 years.
The Board considered the current size and composition of the Board a balanced mix of professionals and
entrepreneurs who have a diverse range of know-how and experiences in relevant fields. The Board is of the
view that with the current Board size, diversity and gender, there is a balance of power and authority on the
Board between the Non-Independent and Independent Directors. The Board is assisted by the Nomination
Committee to review the Board size and composition annually.
The Code of Conduct and Ethics will be reviewed periodically and published on the Company’s website at
https://www.scgmberhad.com.
The Code of Conduct and Ethics was last reviewed on 28 June 2022.
The Whistleblowing Policy will be reviewed periodically and published on the Company’s website at https://
www.scgmberhad.com.
SCGM Group has adopted the Anti-Bribery and Corruption Policy (“ABC Policy”) on 30 March 2020 and the ABC
Policy will be reviewed periodically.
The ABC Policy is published and available for reference on the Company’s website at https://www.scgmberhad.
com.
SCGM Group has adopted the Directors’ Fit and Proper Policy on 28 June 2022 and will be reviewed periodically.
The Directors’ Fit and Proper Policy is available and published on the Company’s website at https://www.
scgmberhad.com.
page.
118
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Append below is a list of matters reserved for Board and Board Committee, where there is doubt regarding a
matter/an issue, it shall be referred to the Chairman:-
page.
119
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
2. Board Meetings
A schedule of Board meetings for the financial year are identified in advance and table at the Board meeting. The
pre-scheduled dates is to facilitate the Directors to plan ahead and are available for the scheduled meetings. The
Board meets at least four times a year. Special Board meetings to deliberate on any ad hoc or urgent issues which
require the Board’s consideration and decision will be held as and when necessary. Financial and operation plan will
be reviewed and discussed at each regular scheduled meeting.
Other items reviewed would include business performance of the Group, against budget set approved by the Board,
review and approve quarterly and annual financial statements, corporate exercises and other proposals that require
the approval of the Board. Senior management and advisers may be invited to attend Board meetings, where
necessary, to provide additional information and insights on the relevant agenda tabled at Board meetings.
The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and
responsibilities as Directors. In any given circumstances, in accordance with the provision of the Listing Requirements,
members of the SCGM Board are expected to serve in no more than five public listed companies.
The Board met five (5) times for the financial year ended 30 April 2023. Details of each Director’s attendance for the
financial year ended 30 April 2023 are as follows:-
Name
Attendance
3. Supply of Information
The Board meeting agenda and meeting papers are distributed 5 days prior to the meetings of the Board to ensure
that Directors have sufficient time to deliberate the matters and effective discussion at the meetings. The Board
members are supplied with full and timely information to enable them to discharge their duties.
Presentations to the Board are prepared and delivered in a manner that ensures clear and adequate presentation
of the subject matter. For accessibility and more effective administration of the board papers, it is made accessible
electronically through secured means. All issues raised, discussions, deliberations, decisions and conclusions
including dissenting views made at Board meetings with clear actions to be taken by responsible parties are recorded
in the minutes.
All Directors have full access to the information and support from the management. Directors may also interact
directly with, or request further explanation, information or update on any aspects of the Group’s operations from the
management.
In addition, the Board also has access to the advice and services of the Company Secretary who is responsible
for ensuring that Board Meeting procedures are followed and that applicable rules and regulations are complied
with. The proceedings and resolutions reached at each Board meeting are recorded in the Minutes Book kept at the
registered office by the Company Secretary. Besides Board meetings, the Board also exercises control on matters
that requires its approval through the circulation of Directors’ resolutions.
page.
120
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
As the Group’s quarterly results is one of the regular annual schedule of matters which is tabled to the Board for
approval at the quarterly Board meetings, notices on the closed period for trading in SCGM’s securities are also
circulated to remind Directors, key management personnel and principal officers who are privy to any sensitive
information and knowledge in advance of whenever the closed period is applicable based on the targeted date of
announcement of the Group’s quarterly results. This is to comply with the Listing Requirements and the Capital
Markets & Services Act 2007 requirements where key management personnel and principal officers of the Group are
prohibited from trading in securities or any kind of property based on price sensitive information which has not been
publicly announced within 30 calendar days before the targeted date of announcement of the quarterly results up to
the date of announcement.
The Board will seek for independent professional advice, if necessary, at the Company’s expense from time to time
to enable the Board to discharge its duties in relation to matters being deliberated.
4. Nomination Committee
The composition of the Nomination Committee and their attendance records of Nomination Committee meetings
are as follows:-
The Nomination Committee comprise exclusively of Independent Non-Executive Directors and is chaired by the Senior
Independent Director. The Nomination Committee annually review the required mix of skills, experience, diversity and
other qualities, including core competencies and effectiveness of the Board, as a whole, the Board Committee, Board
composition and the contribution of each individual director. On top of that, the Nomination Committee also annually
review the term of office and performance of the Audit Committee and each of its members.
The Nomination Committee reviews and assess annually the tenure of each Director, independence and re-election
of Director. The review and assessment shall be based on fit and proper criteria, contingent on satisfactory evaluation
of the Director’s performance and contribution to the Board, and will not be limited to the Directors’ Fit and Proper
Policy.
The Nomination Committee will hold a meeting at least once a year, additional meetings can be scheduled if
necessary or upon request by any of its members. The minutes of the meeting of the Nomination Committee are
circulated to all the members and it is properly kept at the registered office by the Company Secretary.
The terms of reference of Nomination Committee was last reviewed on 28 June 2022 and is available at website
https://www.scgmberhad.com.
page.
121
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Nomination Committee reviewed the composition, mix of skills, expertise, experience, size, diversity and
independence of the Board. There is a process in place to review the balance Board composition, Directors’
evaluation and effectiveness of the Board annually. The Board composition comprises of professional such as laws,
accountant, business entrepreneur, a mix of knowledge, skills and various of expertise such as factory management,
manufacturing and operation.
The Nomination Committee review annually the performance of the Audit Committee and each of its members,
assess whether the Audit Committee has carried out their duties in accordance with the Audit Committee’s Terms of
Reference. The Audit Committee composition comprises accountant, legal practitioner and business entrepreneur.
The Nomination Committee assess the respective Director through the Director Evaluation Forms covering the
criteria of integrity and ethics, governance, strategic perspective, adding value, judgment and decision-making,
teamwork, communication and commitment. The assessment of the Board is based on specific criteria, covering
areas such as the Board structure, Board operations, roles and responsibilities of the Board, the Board Committee
and the Chairman’s role and responsibilities.
The Nomination Committee also reviews and assess annually the tenure of each Director, independence and re-
election of Director. The review and assessment shall be based on fit and proper criteria, contingent on satisfactory
evaluation of the Director’s performance and contribution to the Board, and will not be limited to the Directors’ Fit and
Proper Policy.
The respective Director will abstain from evaluating their own Board performance. The Nomination Committee will
rate the Board performance evaluation based on the consensus amongst the Nomination Committee.
The results of the assessment would form the basis of the Nomination Committee’s recommendation to the Board
for the re-election of Directors at the next AGM. The final decision is with the Board.
Upon recommendation by the Nomination Committee, the Board agreed to put forth the resolutions of the re-election
of Directors for the shareholders’ approval at the forthcoming AGM.
There was no new Director being appointed during the financial year under review.
page.
122
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
5. Directors’ Training
Under Paragraph 15.08 and Practice Note 5 of the Listing Requirements, the Board members shall appraise and keep
abreast with the developments in the regulations and statutes relevant to the industry and to further enhance their
skills and knowledge by attending the relevant seminars, training programmes, conferences, etc, from time to time.
Description of the type of trainings attended by the Directors for the financial year ended 30 April 2023 are as
follows:-
Dato’ Sri Lee Hock Seng Update of Amendments to Listing Requirements 29 March 2022
Dato’ Sri Lee Hock Chai Update of Amendments to Listing Requirements 29 March 2022
Patricia Rangene Packium AOB Conversation with Audit Committees by Securities 7 April 2022
Commission
Lee Yee Ling AOB Conversation with Audit Committees by Securities 7 April 2022
Commission
Lim Peng Peng Board Readiness : Building your online presence 21 June 2023
The Board of Directors will continue to evaluate and determine the training needs that will assist the Directors in
discharging their duties.
The Directors have unrestricted access to the advice and services of the Company Secretaries to enable them to
discharge their duties effectively. The Board is regularly updated and advised by the Company Secretaries who are
qualified, experienced and competent on statutory and regulatory requirements, and the resultant implications of
any changes therein to the Company and Directors in relation to their duties and responsibilities. The Company
Secretaries advise the Board on matters relating to corporate governance, compliance with the Listing Requirements,
Capital Markets and Services Act 2007 and Companies Act 2016, preparation and conduct of the Board, Board
Committees and General Meetings.
page.
123
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
B. DIRECTORS’ REMUNERATION
The remuneration policy of the Group for the Executive Chairman and the Executive Directors are structured to link
rewards to corporate and individual performance in order to retain staff with the relevant skills and experience to
meet the challenges of the Group. For Non-Executive Directors, the level of remuneration shall reflect the experience
and level of responsibilities undertaken by the particular Non-Executive Director concerned.
2. Remuneration Committee
The Remuneration Committee is authorised by Board to establish formal and transparent remuneration policies and
procedures to attract and retain directors as well as senior management.
In line with Guidance 6.2 of the Code with regard to the governance of the Remuneration Committee, the Remuneration
Committee membership comprises of all Independent Non-Executive Directors.
The composition of Remuneration Committee and their attendance records of Remuneration Committee meeting
are as follows:
i) Set, review, recommend and advise the policy framework on all elements of the remuneration such as reward
structure, fringe benefits and other terms of employment of Executive Chairman, Managing Director and
Executive Directors having regard to the overall Group policy guidelines/framework.
ii) Advise the Board on the performance of the Executive Directors and the Managing Director and an assessment
of his/her entitlement to performance related pay. The Remuneration Committee should also advise the
Managing Director on the remuneration and terms and conditions (and where appropriate, severance
payments) of senior staff (defined as the small group of staff who report directly to the Managing Director).
iii) Review the history of and proposals for the remuneration package of the Company’s Committees.
The terms of reference of Remuneration Committee will be reviewed periodically and last reviewed was on 28 June
2022.
The terms of reference of Remuneration Committee is published on the Company’s website at https://www.
scgmberhad.com.
The remuneration policy of the Group for all Executive Directors and senior management shall be recommended by
the Remuneration Committee for the Board’s approval with the Directors concerned abstaining from deliberations
and voting on decisions in respect of their individual remuneration.
The fees and benefits payable to the Directors shall be recommended by the Board, subject to the approval of
shareholders at Annual General Meeting.
The Remuneration Committee meets at least once a year, additional meetings can be scheduled if necessary. No
Director shall take part in decisions pertaining to his own remuneration.
page.
124
B. DIRECTORS’ REMUNERATION (Cont’d)
3. Disclosure of Remuneration
a) The following table outlines the remuneration and benefits payable to the Directors during the financial year ended 30 April 2023 :
FEE (RM) SALARY (RM) BONUS (RM) ALLOWANCE (RM) BENEFITS (RM) TOTAL
NAME OF AMOUNT
NO. DIRECTORS SCGM SUBSIDIARY SCGM SUBSIDIARY SCGM SUBSIDIARY SCGM SUBSIDIARY SCGM SUBSIDIARY (RM)
ANNUAL REPORT 2023
EXECUTIVE DIRECTORS
1 Dato’ Sri
Lee Hock – – – 550,385 – 40,000 – – – 5,181 595,566
Seng
2 Dato’ Sri
Lee Hock – – – 579,897 – 40,000 – – – 4,454 624,352
Chai
3 Lee Hock
Meng
– – – 403,398 – 40,000 – – – 4,454 447,852
(resigned on
30.3.23)
INDEPENDENT NON EXECUTIVE DIRECTORS
4 Lim Peng
21,000 – – – – – 800 – – – 21,800
Peng
5 Patricia
Rangene 21,000 – – – – – 800 – – – 21,800
Packium
6 Lee Yee
21,000 – – – – – 800 – – – 21,800
Ling
The key senior management comprises of Dato’ Sri Lee Hock Seng and Dato’ Sri Lee Hock Chai. Details of the key senior management’s remuneration
component including salary, bonus, benefits in-kind and other emoluments in bands of RM50,000 for the financial year ended 30 April 2023 are as
follows:
125
page.
(Cont’d)
CORPORATE GOVERNANCE OVERVIEW STATEMENT
SCGM BHD 200701021012 (779028-H)
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Board aims to present a balanced and understandable assessment of the Company and the Group’s position and
prospect through the annual financial statements and quarterly announcements of results to the Bursa Malaysia. The
Directors are responsible in ensuring that the annual financial statements are prepared in accordance with the provisions
of the Companies Act 2016 and applicable approved accounting standards in Malaysia.
1. Audit Committee
The Board is assisted by the Audit Committee in supporting oversight functions of the Board on the Group’s financial
reporting, risk management and internal control systems and ensuring high corporate governance practices.
The terms of reference of Audit Committee will be reviewed periodically. The last review was performed on 28
June 2022. The terms of reference of Audit Committee is published on the Company’s website at https://www.
scgmberhad.com.
Details of the composition and the summary of work of the Audit Committee during the financial year are set out in
the Audit Committee Report included in this Annual Report.
2. Financial Reporting
The Directors are committed to ensure the Group has adopted appropriate accounting policies, consistently applied
and supported by reasonable and prudent judgments and estimates and all applicable approved accounting
standards for the preparation of the audited financial statements and quarterly results. In this respect, the Board
through the Audit Committee oversees the process and the integrity and quality of financial reporting, annually and
quarterly. The Audit Committee, in this respect, assists the Board by reviewing the financial statements and quarterly
results to ensure completeness, accuracy and adequacy before recommending the same for the Board’s approval.
The Directors, in preparation of the financial statements, have requested the Auditors to take neccessary steps and
to undertake necessary procedures they consider to be appropriate to enable them to render their audit report. The
Directors are responsible to ensure the financial statements are prepared in accordance with the provision of the
Companies Act 2016 and applicable approved accounting standards in Malaysia, so as to give a true and fair view of
the state of affairs of the Group and the Company.
A statement by the Directors of their responsibilities in preparing the financial statements is set out separately on
page 130 of this Annual Report. The details of the Company’s and Group’s financial statements for the financial year
ended 30 April 2023 can be found on page 32 to 106 of the Annual Report.
The Audit Committee manages and maintains a transparent and professional relationship with its external auditors
and internal auditors on behalf of the Board. The Audit Committee considers the re-appointment, remuneration and
terms of engagement of the external auditors and internal auditors annually.
The Audit Committee meets with the external and internal auditors to discuss their audit plans, audit findings and
other special matters that require the Board’s attention and the financial statements. The external auditors and
internal auditors attend Audit Committee Meetings of the Company whenever requested to do so.
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126
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The Audit Committee reviews and monitors the suitability and independence of the external auditors. The external
auditors have confirmed that they were, and have been, independent throughout the conduct of the audit engagement
in accordance with the terms of all relevant professional and regulatory requirements.
The external auditors can be engaged to perform non-audit services if there are clear efficiencies and value-added
benefits to the Group and a detailed review of non-audit fees paid to the external auditors is undertaken by the Audit
Committee. These procedures are in place to ensure that neither their independence nor their objectivity is put at
risk, and steps are taken to ensure that this does not impede the external auditors audit works. The Audit Committee
remains confident that the objectivity and independence of the external auditors are not in any way impaired by
reason of the non-audit services provided to the Group.
The Audit Committee would meet the external auditors to review the scope of audit process, the audit findings
and the audited financial statements, without any presence of the Executive Director and the Management. The
external auditors are invited to attend the Annual General Meeting of the Group and are available to the shareholders’
questions on the conduct of the statutory audit and the preparation and contents of their audit report.
Details of statutory audit, assurance related services fees, tax and tax related fees paid/payable in the financial year
ended 30 April 2023 to the external auditors are set out below:-
1
Fees incurred in connection with performance of review of consolidated accounts, review of Statement on
Risk Management and Internal Control and review of Information Technology General Controls (ITGC), special
audit on Lee Soon Seng Plastic Industries Sdn Bhd (LSSPI) and reporting accountants fee in relation with the
disposal of LSSPI
2
Fees incurred for assisting the Group in connection with tax compliance
4. Internal Control
The Board recognises the importance of sound internal control for good corporate governance. As such, an
internal audit function is continuously reviewed and strengthened. The internal audit function was outsourced to an
independent professional firm to assist the Audit Committee in reviewing the state of internal control of the Group
and to highlight areas for management and operational improvement.
The statement of risk management and internal control of the Group is explained in greater detail on page 134 to 135
of this Annual Report.
page.
127
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
The Board maintains an effective communication policy that enables both the Board and the management to communicate
effectively with its shareholders, stakeholders and the public. The Group placed importance on feedback from customers,
stakeholders and its members, which would be factored into the Group’s business decision. The details of the Group’s
Investor Relations activities for the financial year ended 30 April 2023 can be found on page 6 of the Annual Report.
The Executive Chairman is the authorised person to speak and release the public information for and on behalf of the
Group.
The Board communicates information on the operations, activities and performance of the Group to the shareholders,
stakeholders and the public through the following:
i) The Annual Report, which contains the financial and operational review of the Company and the Group’s business,
corporate information, financial statements and information on the Audit Committee and Board of Directors;
ii) Announcements made to the Bursa Malaysia, which includes announcements on quarterly financial results,
circular and various announcements made via Bursa Link in full compliance with regulatory authorities’ disclosure
requirements;
iii) Annual General Meeting, the primary engagement platform between the Board and shareholders of the Group;
iv) Corporate Governance Report announcement made to Bursa Malaysia;
v) The Company’s website at https://www.scgmberhad.com.; and
vi) Media release.
All the Company’s announcements made to Bursa Malaysia are available on Bursa Malaysia’s website at www.
bursamalaysia.com and the Company’s website at https://www.scgmberhad.com.
The General Meeting serves as a platform to interact with shareholders. Notice of the Annual General Meeting and Annual
Reports are sent to shareholders twenty-one (21) days prior to the meeting.
At each Annual General Meeting, the Board presents the performance and progress of the Group and provides shareholders
with the opportunity to raise questions and seek clarification on the business activities pertaining to the Group, agenda
of the meetings and its proposed resolutions. The Chairman and the Board will respond to the questions raised by the
shareholders during the Annual General Meeting. The Board ensures each item of special business included in the notice
will be accompanied by an explanatory statement on the effects of the proposed resolution.
At the Company’s Annual General Meeting, Directors were present in person to engage directly with, and be accountable
to the shareholders for their stewardship of the Company. The Directors, the Chairman of Nomination Committee,
Remuneration Committee and Audit Committee, Management and external auditors were in attendance to respond to the
shareholders’ queries.
At the forthcoming Annual General Meeting, the Company’s Directors, the Chairman of Audit Committee, Nomination
Committee and Remuneration Committee, Management and external auditors will be attending the Annual General
Meeting and provide response to questions. The Company will allocate sufficient time to shareholders and their proxies
for questions and answers session.
In line with good corporate governance and Listing Requirements, all resolutions tabled at general meetings are voted by
way of poll.
Matters reserved for shareholders’ approval at Annual General Meeting include the following:-
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128
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
UTILISATION OF PROCEEDS
The status of the utilization of proceeds arising from the disposal of Lee Soon Seng Plastic Industries Sdn. Bhd. for a total
cash consideration of approximately RM 556.993 million as at 30 April 2023 are set out below:
Disposal Actual
Consideration utilization Estimated timeframe for Balance
Details of utilization RM’000 RM’000 the utilization RM’000 %
MATERIAL CONTRACTS
There were no material contracts entered into by the Group during the financial year ended 30 April 2023 involving the
interests of the Directors and major shareholders.
There were no material contracts relating to loans entered into by the Group during the financial year ended 2023 involving
Directors and major shareholders.
The details of the recurrent related party transactions are disclosed in the notes of the financial statements in this Annual
Report.
page.
129
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
In accordance with the requirements in Paragraph 15.26 (a) of the Bursa Malaysia Securities Berhad Main Market Listing
Requirements, the Board of Directors are required to issue a statement explaining their responsibility for preparing the
annual audited financial statements.
The Directors of the Company are responsible for the preparation of financial statements so as to 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 accountable to keep all the accounting and other statutory records for a requisite statutory period of
time. The Directors have also a general responsibility to safeguard the assets of the Group and establishment of system
of internal control for the prevention and detection of fraud and other irregularities which is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
page.
130
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
OVERVIEW
The objective of the Audit Committee is to assist the Board of Directors of the Company (“Board”) in fulfilling its
responsibilities for the accounting and internal control systems, the financial reporting procedures, the audit process and
compliance with Main Market Listing Requirement (“Listing Requirements”) of Bursa Malaysia Securities Berhad (“Bursa
Securities”).
The Audit Committee is committed to its role of supporting oversight functions of the Board of Directors on the Group’s
financial reporting, risk management and internal control systems and ensuring high corporate governance practices.
The details of the Audit Committee members and meetings held during the financial year ended 30 April 2023 are as
follows:-
The composition of the Audit Committee is in compliance with the paragraph 15.09 of Listing Requirements,
where the Audit Committee consist of three (3) Independent Non-Executive Directors. The Chairperson of the Audit
Committee, Ms Lim Peng Peng, is member of the Certified Practicing Accountant (“CPA”) Australia and members
of the Malaysian Institute of Accountants (“MIA”) which fulfils the requirement under paragraph 15.09(c)(i) and
paragraph 7.1 of Practice Note 13 of Listing Requirements.
The Audit Committee members have been undertaking continuous professional development to keep themselves
abreast of relevant developments in accounting and auditing standards, practices and rules.
The Chairperson of the Audit Committee is an Independent Director and was elected among the member of the
Audit Committee. The Chairperson and all members of the Audit Committee are independent directors. There is no
alternate director appointed as member of Audit Committee.
In compliance with Malaysian Code on Corporate Governance 2021 (“MCCG”), the Audit Committee Chairperson is
not Chairman of the Board.
The profile of the Audit Committee members are presented on pages 109 to 111 of this Annual Report.
a) The Audit Committee meetings shall be held at least four (4) times a year with a minimum quorum of two (2)
members of whom shall be Independent Directors.
b) Additional meetings may be called at any time at the discretion of the Audit Committee.
page.
131
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
a) The Group Financial Controller is normally invited to attend the Audit Committee meetings. The Executive
Chairman, Managing Director, Executive Director and Internal Auditors / External Auditors may be invited to
attend the Audit Committee meetings.
b) The External Auditors shall attend the Audit Committee meeting to present audit planning , audit findings and
the audited financial statements and such other meetings as determined by the Audit Committee.
c) The Internal Auditors will be invited to present the internal audit planning, internal audit findings and follow up
report.
a) The Chairperson of the Audit Committee reports to the Board of Directors on matters deliberated during the
Audit Committee meetings. Minutes of each meeting are circulated to each member of the Board of Directors;
b) The books containing the minutes of the proceedings of meetings of the Audit Committee are kept in the
registered office of the Company and are available for inspection.
2. TERMS OF REFERENCE
The terms of reference of Audit Committee was last reviewed on 28 June 2022 and published on the Company’s
corporate website, https://www.scgmberhad.com.
3. SUMMARY OF WORK OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR ENDED 30 APRIL
2023
The Audit Committee has carried out the following activities in accordance with the Terms of Reference during the
financial year ended 30 April 2023:-
a) Reviewed the Group’s unaudited quarterly financial results before recommending the same for the Board of
Directors’ approval and subsequently releasing it to Bursa Securities;
b) Reviewed the related party transactions that were entered into by the Group to ensure that they are properly
conducted as well as the adequate and proper disclosure of these procedures and items of the related party
transactions;
c) In considering the external audit plan for annual audit with the external auditors, the Audit Committee received
written confirmation through their Audit Approach Memorandum that they are independent and they had
conducted themselves in accordance with the terms of all relevant professional and regulatory bodies;
d) Reviewed the external audit plan, nature and scope of work, evaluation of the system of internal controls
and audited financial statements with external auditors for the financial year ended 30 April 2023 before
recommending the same to the Board of Directors for its approval;
e) Conduct evaluation of performance, independence and objectivity of external auditors;
f) Discussed and obtained feedback from external auditors without presence of Executive Directors and
management;
g) Assessed the suitability and competency of the outsourced internal audit function and made recommendations
to the Board of Directors for the continuance of internal audit function;
h) Reviewed and discussed the internal audit function, the internal audit plan, scope of works and audit follow up
report;
i) Reviewed and deliberated the internal audit findings and internal control recommendations, and management
response;
j) Reviewed statements and reports disclosed in Annual Report 2023;
k) Ensured that the transactions have been entered into by the Company and the Group at arm’s length, observed
the Group’s standard operating procedures, to conform to requirements of Bursa Securities, Securities
Commission and other regulatory bodies; and
l) Reviewed and ensured the Group adopts and adhere to the Malaysian Financial Reporting Standards.
page.
132
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The internal audit function is independent of the activities or operations it audits. The principal role of the internal
audit function is to undertake regular and systematic reviews of the systems of internal control in order to provide
reasonable assurance that such systems continue to operate satisfactorily and effectively. It is ultimately the
responsibility of the internal audit function to provide the Audit Committee with independent and objective reports
on the state of internal controls of the various operating units within the Group and the extent of compliance of the
units with the Group’s established policies and procedures as well as relevant statutory requirements.
During the financial year under review, the Group outsourced its internal audit function to an independent professional
firm, Messrs NeedsBridge Advisory Sdn Bhd. The outsourced internal audit function reports directly to the Audit
Committee and assists the Board and Audit Committee in providing an independent assessment of the adequacy,
efficiency and effectiveness of the Group’s internal control system. The outsourced internal audit function is governed
by the engagement letter which states the purpose and scope of works, accountability, independence, the internal
audit function’s responsibilities and the authority accorded to the internal audit function, limitation of scope of works,
confidentiality, proposed fees and engagement team. The appointment and resignation of the internal audit function
as well as the proposed audit fees are subject to review and approval by the Audit Committee for its reporting to the
Board for ultimate approval.
The Audit Committee ensures the adequacy of the internal audit scope. The Audit Committee is to review the
proposed internal audit plan on its adequacy of coverage and scope in relation to the key business risk exposure
and risk appetite of the Group prior to its approval for execution. The approved internal audit plan was duly executed
by the outsourced internal audit function with any subsequent changes to the plan reviewed and approved by the
Audit Committee. The outsourced internal audit function tabled the report of its review to the Audit Committee
during Audit Committee meetings, highlighting its findings, recommendations, areas of improvement opportunities,
management response and action plans.
In addition, the outsourced internal audit function also carries out the follow up reviews to ascertain the status of
implementation of agreed management action plans. The results of the follow up reviews were reported to the Audit
Committee for their review and deliberation.
The Audit Committee ensured the effectiveness and adequacy of the internal audit function, including their competency
and resources allocated to the internal audit function through the review of the resources in term of qualification and
experience/exposure and continuous professional development for the employees of the outsourced internal audit
function which were tabled by the internal audit function at the Audit Committee meetings during the financial year
under review.
Based on the formal evaluation of the outsourced internal audit function and review of the works performed and
deliverables by the outsourced internal audit function during the financial year, the Audit Committee and the Board
are satisfied:-
• the scope, functions (including independence), competency, resources, authorities granted to the outsourced
internal audit function as well as internal audit plan and processes are adequate to provide the Audit Committee
with reasonable assurance that governance, risk and control structures and processes of the Group are
adequate and effective;
• with the internal audit plan, processes and the results of the internal audit and/or investigation undertaken are
adequately communicated to the Audit Committee and appropriate actions are taken on the recommendations
of the outsourced internal audit function; and
• the outsourced internal audit function had undertaken continuous professional development in order to equip
themselves with the relevant knowledge and skills to discharge their responsibilities.
Further details on the outsourced internal audit function and activities are disclosed in the Statement on Risk
Management and Internal Control set out on pages 134 to 135 of this Annual Report 2023.
The total cost incurred for the internal audit service for the financial year ended 30 April 2023 was RM15,000.00.
A summary of the work of the internal audit function is disclosed on page 135 of this Annual Report 2023.
page.
133
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
INTRODUCTION
The Board is pleased to provide the following 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 the Malaysian Code on Corporate
Governance with guidance from the Statement on Risk Management and Internal Control: Guidelines for Directors of Listed
Issuers (“the Guidelines”).
RESPONSIBILITIES
The Board recognises the importance of good risk management practices and sound internal controls as a platform
to good corporate governance. The Board acknowledges its responsibility for maintaining a sound risk management
framework and internal control system, and ensuring its adequacy and effectiveness.
Due to inherent limitations in any risk management and internal control system, such system put into effect by management
are designed to manage rather than eliminate all the risks that may impede the achievement of the Group’s business
objectives, and as such, it can only provide reasonable but not absolute assurance against material misstatement, loss or
fraud.
The Board through its Audit Committee (“AC”) has established an ongoing process for identifying, evaluating and managing
the significant risks faced by the Group and this process includes enhancing the risk management and internal control
system as and when there are changes to the business environment and regulatory requirements. The process is reviewed
by the Board and the AC on a periodic basis.
Management assists the Board in the implementation of the Board’s policies and procedures on risk and control by
identifying and assessing the risks faced by the Group, and in the design and operation of suitable internal controls to
mitigate these risks identified.
The Board is of the view that the risk management and internal control system in place for the period under review and
up to the date of issuance of the annual report is adequate and effective to safeguard the shareholders’ investment, the
interests of customers, regulators, employees and the Group’s assets.
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 shareholder value. Key management staff and Heads of
Department are delegated with the responsibility to manage identified risks within defined parameters and standards.
Periodic Management Meetings which are attended by the Department Heads and key management staff are held to:
• communicate the vision, roles and direction of the Group and priorities to all the employees and key stakeholders;
• identify, assess and evaluate the key risks of the Group that affect its goals and objectives for the year under review;
and
• propose the appropriate mitigating controls and the significant risks that affect the Group’s strategic and business
plans, if any, to the Board at their scheduled meetings.
The key management staff meets regularly to review the risks faced by the Group and ensure that the existing mitigation
actions are adequate. Risks identified are prioritised in terms of likelihood of occurrence and its impact on the achievement
of the Group’s business objectives.
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134
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
The key elements of the internal control system that provide effective governance and oversight of internal control are
described as follow:
(i) A well-defined organisational structure with clear lines of accountability and responsibilities provide a sound
framework within the organisation in facilitating check and balance for proper decision making at the appropriate
authority levels of management including matters that require the Board’s approval.
(ii) A documented delegation of authority that sets out decisions that need to be taken and the appropriate levels of
management involved including matters that require the Board’s approval.
(iii) The Board and AC meet at least once on a quarterly basis to review and deliberate on the unaudited quarterly
financial reports, annual financial statements, internal audit reports and etc. Discussions with management were
held to deliberate on the actions that are required to be taken to address internal control issues identified.
(iv) Internal policies and procedures had been established for key business units within the Group.
The Group had appointed an independent professional firm, NeedsBridge Advisory Sdn. Bhd. (“NBA”) to assist the Board
and AC in performing regular and systematic review and provide independent assessment on the adequacy, efficiency and
effectiveness of the Group’s risk management and internal control system. NBA is free from any relationship or conflict of
interest, which may impair their objectivity and independence of the internal audit function.
The total costs incurred in respect of the outsourced of internal audit functions for the financial year ended 30 April 2023
(“FYE2023”) was RM15,000.
During the financial year ended 2023, internal audit visits were carried out and the findings of the internal audit, including
the recommended corrective actions, were presented directly to the AC.
In addition, follow up review will be conducted to ensure that corrective actions have been implemented on a timely
manner. Based on the internal audit review conducted, none of the weaknesses noted have resulted in any material losses,
contingencies or uncertainties that would require a separate disclosure in this Annual Report.
The External Auditors had reviewed this Statement on Risk Management and Internal Control for inclusion in this Annual
Report and reported to the Board that nothing has come to their attention that causes them to believe that the statement
is inconsistent with their understanding of the process adopted by the Board in reviewing the adequacy and integrity of the
system of internal control.
CONCLUSION
For the financial year under review and up to the date of approval of this statement, the Board is of the opinion that the risk
management and internal control system of the Group currently in place is adequate and effective to safeguard the Group’s
interests and assets.
In addition, the Board has received reasonable assurance from the Executive Directors that the Group’s risk management
and internal control system are adequate and operate effectively, in all material respects.
The Board will continue to assess and monitor the adequacy and effectiveness of the risk management and internal
control system of the Group and to strengthen it, as and when necessary.
This statement is made in accordance with a resolution of the Board of Directors dated 28 August 2023.
page.
135
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
ANALYSIS OF SHAREHOLDINGS
As at 31 july 2023
No. of No. of
Shareholders Shares Held %
Notes:-
The number of 193,599,641 ordinary shares is inclusive of 1,038,600 treasury shares retained by SCGM Bhd.
Direct Indirect
No. of Percentage No. of Percentage
No. Name Shares Held (%)# Shares Held (%)#
1. Dato’ Sri Lee Hock Seng 10,004,453 5.20 136,800@ 0.07
2. Dato’ Sri Lee Hock Chai 1,654,871 0.86 – –
3. Lee Lih Chyong (Alternate Director to 111,800 0.06 10,029,453 ^
5.21
Dato’ Sri Lee Hock Seng)
SUBSTANTIAL SHAREHOLDERS AS AT 31 JULY 2023
Direct Indirect
No. of Percentage No. of Percentage
No. Name Shares Held (%)# Shares Held (%)#
1. Yan Hua Lan 15,500,000 8.05 15,500,000* 8.05
2. Chin Kok Tian 15,500,000 8.05 15,500,000 **
8.05
3. Tan Ah Tek 15,500,000 8.05 – –
4. Dato’ Sri Lee Hock Seng 10,004,453 5.20 136,800@
0.07
5. Lee Lih Chyong 111,800 0.06 10,029,453^ 5.21
Notes:-
#
Percentage computed based on 192,561,041 shares (excluding 1,038,600 shares bought back and retained as
treasury shares).
@
Deemed interest through his daughter, Lee Lih Chyong and son in law, Tai Chin Lian’s shareholdings in SCGM Bhd.
^
Deemed interest through her spouse, Tai Chin Lian’s shareholdings and her father, Dato’ Sri Lee Hock Seng’s
shareholdings in SCGM Bhd.
*
Deemed interest through her spouse, Chin Kok Tian’s shares in SCGM Bhd.
**
Deemed interest through his spouse, Yan Hua Lan’s shares in SCGM Bhd.
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136
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
ANALYSIS OF SHAREHOLDINGS
(Cont’d)
NO. OF PERCENTAGE
NO. NAME OF SHAREHOLDERS SHARES HELD (%)#
1. CIMSEC NOMINEES (TEMPATAN) SDN BHD (CIMB FOR YAN HUA LAN) 15,500,000 8.05
2. CIMSEC NOMINEES (TEMPATAN) SDN BHD (CIMB FOR CHIN KOK TIAN) 15,500,000 8.05
3. DATO’ SRI LEE HOCK SENG 10,000,000 5.19
4. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES 9,400,000 4.88
ACCOUNT FOR TAN AH TEK)
5. DATO’ SRI LEE HOCK GUAN 9,319,444 4.84
6. GOH LI LI 6,496,200 3.37
7. RHB NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT 6,100,000 3.17
FOR TAN AH TEK)
8. MAYBANK NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES 5,000,000 2.60
ACCOUNT FOR GOH TING HONG
9. PUBLIC NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT 4,000,000 2.08
FOR GOH TING HONG)
10. CHAI SIEW MOOI 3,089,500 1.60
11. CARTABAN NOMINEES (ASING) SDN BHD (THE BANK OF NEW YORK MELLON 2,715,500 1.41
FOR ENSIGN PEAK ADVISORS INC.)
12. MAYBANK NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES 2,589,300 1.34
ACCOUNT FOR JOHNNY LEE MING YING)
13. CARTABAN NOMINEES (ASING) SDN BHD (THE BANK OF NEW YORK MELLON 2,297,500 1.19
FOR ACADIAN EMERGING MARKETS MICRO-CAP EQUITY MASTER FUND)
14. TENYIN HOLDING SDN. BHD. 2,120,000 1.10
15. DATO’ SRI LEE HOCK CHAI 1,654,871 0.86
16. LEE SOW YIN 1,610,000 0.84
17. GOH KONG WANG 1,476,100 0.77
18. TA NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT FOR 1,450,000 0.75
WONG DEK KONG)
19. CHIA SHIN MIIN 1,272,300 0.66
20. TA NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT FOR 1,144,000 0.59
CHIA KAH TECK)
21. TA NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT FOR 1,100,000 0.57
CHIENG YEW LIAN)
22. TEE LUOG SENG 1,041,000 0.54
23. TAY HOCK SOON 975,000 0.51
24. LIM SUI MENG 823,500 0.43
25. RHB NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT 817,800 0.42
FOR TEO CHENG WEE)
26. TA NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES ACCOUNT FOR 750,000 0.39
YEW HOE CHING)
27. LOH HON ANN 730,266 0.38
28. ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD (PLEDGED SECURITIES 730,000 0.38
ACCOUNT FOR KHOO FOOK HERNG)
29. CHEAW YIT MING 729,000 0.38
30. WONG DEK KONG 720,000 0.37
#
Percentage computed based on 192,561,041 shares (after the deduction of 1,038,600 shares already bought back
and retained as treasury shares from the total number of issued shares of 193,599,641 as at 31 July 2023.
page.
137
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
NOTICE IS HEREBY GIVEN THAT the Sixteenth Annual General Meeting (“AGM”) of the Company will be held at Creator
Hotel Ballroom, 3rd Floor, Kulai Centre Point, Lot 1566, Batu 20, Jalan Kulai-Air Hitam 81000 Kulai, Johor, Malaysia on
Wednesday, 27 September 2023 at 2.00 p.m. for the purpose of transacting the following businesses: -
AGENDA
1. To receive the Audited Financial Statements of the Company for the financial year ended 30
April 2023 together with the Directors’ and Auditors’ Reports thereon.
2. To approve the payment of Directors’ fees and benefits up to RM100,000.00 from this AGM Ordinary
until the next AGM of the Company. Resolution 1
3. To re-elect the following Directors retiring pursuant to Article 86 of the Company’s Constitution
and being eligible, have offered themselves for re-election: -
“THAT pursuant to Sections 75 and 76 of the Companies Act 2016 (“Act”) and subject to the Ordinary
approvals from the relevant governmental and/or regulatory authorities, the Directors be and Resolution 5
are hereby empowered to issue shares in the Company from time to time and upon such terms
and conditions and for such purposes as the Directors may in their absolute discretion deem
fit, provided that the aggregate number of shares issued pursuant to this resolution does not
exceed ten per centum (10%) of the total number of issued shares of the Company at the time
of submission to the authority AND THAT the Directors be and are also hereby empowered to
obtain the approval from the Bursa Malaysia Securities Berhad for the listing of and quotation
for the additional shares so issued AND THAT such authority shall continue in force until the
conclusion of the next AGM of the Company.
AND THAT pursuant to Section 85 of the Act to be read together with the Company’s Constitution,
approval be and is hereby given for the Company to waive the statutory pre-emptive rights of the
shareholders and empowered the Directors of the Company to issue and allot new ordinary shares
pursuant to Sections 75 and 76 of the Act without offering them to the existing shareholders to
maintain their relative voting and distribution right and such new ordinary shares shall rank pari
passu in all respects with the existing ordinary shares.”
6. To transact any other business which may properly be transacted at an AGM for which due
Notice shall have been given.
30 August 2023
page.
138
ANNUAL REPORT 2023 SCGM BHD 200701021012 (779028-H)
Notes:-
1. For the purpose of determining a member who shall be entitled to attend, speak and vote at the Sixteenth AGM, the
Company shall be requesting the Record of Depositors as at 21 September 2023. Only a depositor whose name
appears on the Record of Depositors as at 21 September 2023 shall be entitled to attend the said meeting or appoint
proxies to attend, speak and vote on his/her behalf.
2. A member entitled to attend and vote at the meeting is entitled to appoint a maximum of two (2) proxies to attend
and vote in his/her stead, and that a proxy need not be a member of the Company.
3. The appointment of two (2) proxies shall be invalid unless the proportion of the shareholding to be represented by
each proxy is specified.
4. If the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
5. Where a member of the Company is an authorized nominee as defined in accordance with the Securities Industry
(Central Depositories) Act, 1991, it may appoint at least one proxy but not more than two (2) proxies for each securities
account which it holds and the shares of the Company standing to the credit of the said securities account.
6. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for
multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies
which the exempt authorized nominee may appoint in respect of each omnibus account it holds.
7. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Bangunan Faber
Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur or email to [email protected] not less
than 48 hours before the time for holding the meeting or any adjournment thereof.
8. By submitting the duly executed proxy form, a member and his/her proxy consent to the Company (and/or its agents/
service providers) collecting, using and disclosing the personal data therein in accordance with the Personal Data
Protection Act 2010 for this meeting and any adjournment thereof.
The Company wishes to renew the mandate on the authority to issue shares pursuant to Sections 75 and 76 of the Act at
the Sixteenth AGM of the Company. This is the renewal of the mandate obtained from the shareholders at the Fifteenth
AGM held on 28 September 2022 (“the previous mandate”). The previous mandate was not utilised and no proceeds were
raised.
The proposed Ordinary Resolution 5, if passed, will give flexibility to the Directors of the Company to issue shares up to a
maximum of ten per centum (10%) of the total number of issued shares of the Company at the time of submission to the
authority and for such purposes as they consider would be in the best interest of the Company without having to convene
separate general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of
the next AGM of the Company. The authority will provide flexibility to the Company for any possible fund raising activities
but not limited for further placement of shares for purpose of funding current and/or future investment projects, working
capital, repayment of borrowings and/or acquisitions.
The waiver of pre-emptive rights pursuant to Section 85 of the Act will allow the Directors of the Company to issue new
shares of the Company which rank equally to existing issued shares of the Company, to any person without having to offer
new shares to all the existing shareholders of the Company prior to issuance of new shares in the Company under this
general mandate.
page.
139
SCGM BHD 200701021012 (779028-H) ANNUAL REPORT 2023
LIST OF PROPERTIES
Audited
Built-up Approximate Net Book
Description Area / Age of Value as at
Title Details/ of property/ Land Building 30.04.2023 Date of
No PostalAddress Existing use Area (Sf) (Years) Tenure RM Acquisition
1 GM795, Lot 3303 Freehold 132,041/ 12 years Freehold 2,700,000 6 August 2009
Mukim Senai agricultural land 99,836
Daerah Kulai (Conversion
Negeri Johor Darul to industrial
Takzim land)/ Factory,
Office and TNB
substation
page.
140
[Company No. 200701021012 (779028-H)]
(Incorporated in Malaysia) No. of ordinary shares held
FORM OF PROXY
(please refer to the notes below)
I/We I.C No./Co. No./CDS No.:
(Full name in block letters)
of
(Full address)
being a member/members of SCGM BHD (“Company”) hereby appoint the following person(s):-
NRIC No./
Name of Proxy(ies) Passport No. Phone Number Email Address No. of shares or %
Proxy 1
Proxy 2
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Sixteenth Annual
General Meeting (“AGM”) of the Company to be held at Creator Hotel Ballroom, 3rd Floor, Kulai Centre Point, Lot 1566, Batu
20, Jalan Kulai-Air Hitam 81000 Kulai, Johor, Malaysia on Wednesday, 27 September 2023 at 2.00 pm. My/our proxy is to
vote as indicated below:-
AFFIX
STAMP
The Share Registrar
SCGM BHD
200701021012 (779028-H)
ANNUAL REPORT 2023
Head Office: PTD 109444, Jalan Senkang, Kawasan Perusahaan Sri Sengkang
ANNUAL REPORT
81000 Kulai, Johor Darul Ta’zim, Malaysia. Tel: +607 652 2288 Fax: +607 652 2299
Manufacturing Plants Kulai: PTD 109444, Jalan Senkang, Kawasan Perusahaan Sri Sengkang
81000 Kulai, Johor Darul Ta’zim, Malaysia.
2023
Lot 3304, Batu 24 1/2, Jalan Kulai-Air Hitam, 81000 Kulai, Johor Darul Ta’zim, Malaysia.