Public Reprimand On Naim Holdings Berhad

BackJan 20, 2010
Date Announced
:
 20/01/2010

 

Subject
:
NAIM-PUBLIC REPRIMAND ON NAIM HOLDINGS BERHAD

Contents :
:
Bursa Malaysia Securities Berhad ("Bursa Securities") publicly reprimands NAIM HOLDINGS BERHAD ("NAIM" or "the Company") for breach of paragraph 9.16(1)(a) of the LR.

The Company is also required to:

(a) carry out a limited review on its quarterly report submissions. The limited review must be performed by the Company’s external auditors for four quarterly reports commencing no later from the Company’s quarterly report for the financial period ended 31 March 2010; and

(b) ensure all its directors and the relevant personnel of the Company attend a training programme in relation to compliance with the LR particularly pertaining to financial statements.

Pursuant to paragraph 9.16(1)(a) of the LR, a listed issuer must ensure that each announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.

NAIM had reported an unaudited profit after taxation and minority interest of RM62,514,000 in the Company’s fourth quarterly report for the financial period ended 31 December 2008 ("QR 4/2008") which was announced on 25 February 2009. However, the Company had on 30 April 2009 announced an audited profit after taxation and minority interest of RM80,747,000 in its annual audited accounts for the financial year ended 31 December 2008.

Pursuant to the Company’s announcement on 30 April 2009, the Company explained that the difference is mainly due to the dilution of (or deemed disposal of) the Company’s equity interest in Dayang Enterprise Holdings Berhad ("DEHB") which resulted in a gain of RM13,935,000 to the Group ("the Disposal Gain"). 
    The dilution in the equity interest of DEHB resulted in the Disposal Gain after a public issue of 85,874,000 new ordinary shares by DEHB on 17 April 2008.

    Hence, the Company had breached paragraph 9.16(1)(a) of the LR, as the Disposal Gain should have been recognised in the Company’s quarterly reports for the financial period ended 30 June 2008, 30 September 2008 and QR 4/2008 which were announced on 6 August 2008, 31 October 2008 and 25 February 2009 respectively.

The public reprimand was imposed pursuant to paragraph 16.17(1) of the LR after taking into consideration all facts and circumstances of the matter and upon completion of due process.

Bursa Securities views the above contravention seriously and hereby reminds the Company and its Board of Directors on their responsibility to maintain appropriate standards of corporate responsibility and accountability in order to achieve greater disclosure and transparency to the shareholders and the investing public.

Whilst Bursa Securities has not made a finding that any of the directors of the Company caused or permitted the aforesaid breach by the Company, Bursa Securities nevertheless wishes to highlight that it is the responsibility of directors of listed companies to maintain appropriate standards of responsibility and accountability within the Company and amongst its officers and employees including, amongst others, an awareness of the importance of compliance with the LR. The Board of Directors of the Company at the material time is as follows:-  
    (i) Datuk Abdul Hamed bin Haji Sepawi
    (ii) Datuk Hasmi Bin Hasnan
    (iii) Dr. Sharifuddin Bin Abdul Wahab
    (iv) Ahmad Bin Abu Bakar
    (v) Ir. Suyanto Bin Osman
    (vi) Kueh Hoi Chuang
    (vii) Abang Hasni Bin Abang Hasnan
    (viii) Leong Chin Chiew
    (ix) YB Tuan Haji Hamden Bin Haji Ahmad
    (x) Ir. Abang Jemat Bin Abang Bujang
    (xi) Sylvester Ajah Subah @ Ajah Bin Subah
    (xii) Datu (Dr) Haji Abdul Rashid Bin Mohd Azis
    (xiii) Dato' Professor Abang Abdullah Bin Abang Mohamad Alli