Tag: Sample Disclosure in Directors’ Report

Sample Disclosure – Issue Of Shares In Directors’ Report (28 September 2009)

ISSUE OF SHARES

Pursuant to a Members’ Circular Resolution dated 1 February 2009, the authorised share capital of the Company was increased from RM100,000 to RM10,000,000 by the creation of an additional 9,900,000 ordinary shares of RM1.00 each.

On the same date, the issued and fully paid-up share capital of the Company was increased from RM100,000 to RM10,000,000 by the issue of an additional 9,900,000 new ordinary shares of RM1.00 each, at par, in satisfaction for the acquisition of the entire share capital of ABC Sdn. Bhd..

The new shares issued rank pari passu with the existing ordinary shares of the Company.

ABC Sdn. Bhd.  has become a wholly-owned subsidiary of the Company since 1 February 2009.

Sample Disclosure – Items Of Significant And Unusual Nature In Directors’ Report (9 September 2009)

ITEMS OF SIGNIFICANT AND UNUSUAL NATURE

In the opinion of the directors, the results of the operations of the Company for the financial year ended 30 June 2009 were substantially affected by the impairment loss on property, plant and equipment and prepaid land lease of RMXX,XXX,XXX and RMXX,XXX,XXX respectively. In addition, the financial results were also substantially affected by the inventories written down and the provision for employee termination benefits of RMXXX,XXX,XXX and RMXXX,XXX,XXX respectively. There were no items, transactions or events of material and unusual in nature noted in the interval between the end of the financial year and the date of this report that may affect further materially the results of the Company during the current financial year.

Sample Disclosure – Issue Of Shares In Directors’ Report (2 September 2009)

ISSUE OF SHARES AND DEBENTURES

During the financial year, the issued and fully paid-up share capital of the Company was increased from RM10,000,000 to RM11,500,000 by way of issuance of 1,500,000 new ordinary shares of RM1.00 each by virtue of the exercise of the ESOS. The newly issued shares rank pari passu in all respects with the then existing shares of the Company.

There were no issues of debentures during the financial year.

Sample Disclosure – Different Financial Year End Of Subsidiary In Directors’ Report (1 September 2009)

SUBSIDIARY WITH DIFFERENT FINANCIAL YEAR END

The statutory financial year end of XYZ Subsidiary Trading Ltd., an indirect subsidiary of the Company, does not coincide with the financial year of the Group. However, the Company has consolidated the financial position and results of XYZ Subsidiary Trading Ltd. based on the audited financial statements made up to the financial year of the Group in accordance with the requirements of FRS 127. The Company was granted approval from the Companies Commission of Malaysia pursuant to Section 168(3) of the Companies Act, 1965 for this subsidiary company to continue to adopt the financial year end that does not coincide with the financial year end of the Group.

Sample Disclosure – Change Of Name (27 August 2009)

Change Of Name

Pursuant to the Extraordinary General Meeting of the shareholders held on 3 January 2009, the name of the Company was changed from ABC Sdn. Bhd. to DEF Sdn. Bhd..

Note: This is disclosed in Directors’ Report and Notes to the financial statements. Throughout the Directors’ Report, Statement By Directors, Statutory Declaration by director/officer, Auditors’ Report and Financial Statements including notes, the name of the Company would be presented as “DEF Sdn. Bhd. (formerly known as ABC Sdn. Bhd.)