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Annual Report 2017

Contents
2 Notice of Annual General Meeting
FINANCIAL STATEMENTS
5 Nomination of Auditors
6 Statement Accompanying Notice of 42 Directors’ Report
Annual General Meeting
48 Statement by Directors
7 Corporate Information
48 Statutory Declaration
8 Corporate Structure
49 Independent Auditors’ Report
10 Chairman’s Statement 55 Statements of Profit or Loss and
Other Comprehensive Income
12 Management Discussion and
Analysis 56 Statements of Financial Position
16 Directors’ Profile 58 Statement of Changes in Equity
19 Senior Management’s Profile 60 Statements of Cash Flows
21 Corporate Governance Overview
62 Notes to the Financial Statements
Statement
26 Audit & Risk Management
Committee Report 114 Analysis of Shareholdings
29 Directors’ Responsibilities Statement 116 Analysis of Warrant Holdings

30 Sustainability Statement 118 List of Properties

37 Statement on Risk Management and 119 Proxy Form


Internal Control

40 Additional Compliance Information

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 1
EKA NOODLES BERHAD
NOTICE OF (Company No. 538565-U)
ANNUAL GENERAL MEETINGin Malaysia)
(Incorporated

NOTICE OF ANNUAL GENERAL MEETING


NOTICE IS HEREBY GIVEN THAT the 15th Annual General Meeting (“AGM”) of EKA Noodles Berhad
will be held at Lot 208, Phase II, Kuala Ketil Industrial Estate, 09300 Kuala Ketil, Kedah Darul Aman
on Tuesday, 22 May 2018 at 11.00 a.m. for the following purposes:-

AGENDA

Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 31 Please refer to
December 2017 together with the Reports of Directors and Auditors thereon. Note 7

2. To re-elect Mr. Fong Yit Meng, a Director who retires by rotation in Resolution 1
accordance with Article 95 of the Company’s Constitution and who, being
eligible, offers himself for re-election.

3. To re-elect Mr. Leong Woay Hong @ Neoh Woay Hong, a Director who retires Resolution 2
by rotation in accordance with Article 95 of the Company’s Constitution and
who, being eligible, offers himself for re-election.

4. To approve the payment of Directors’ fees for the financial year ended 31 Resolution 3
December 2017 and financial year ending 31 December 2018. Please refer to
Note 8

5. To approve the payment of Directors’ benefits up to an amount not Resolution 4


exceeding RM30,000 from 23 May 2018 until the conclusion of the next AGM Please refer to
of the Company. Note 8

6. To appoint Messrs STYL Associates (AF 1929) as auditors of the Company for Resolution 5
the ensuing year in place of the retiring auditors, Messrs Afrizan Tarmili Please refer to
Khairul Azhar and to authorise the Directors to fix their remuneration. Note 9

Special Business

To consider and if thought fit, to pass with or without any modifications the
following ordinary resolutions:-

7. AUTHORITY TO ISSUE SHARES Resolution 6


“THAT, subject to the approvals of the regulatory authorities, the Board of
Directors of the Company be hereby authorised pursuant to Sections 75 and
76 of the Companies Act 2016, to allot and issue shares in the Company at
any time and upon such terms and conditions and for such purposes as the
Directors may deem fit, provided that the aggregate number of shares to be
issued does not exceed 10% of the total number of issued shares of the
Company.

AND THAT any Executive Director and/or Secretary of the Company be


hereby authorised to obtain the approval from Bursa Securities for the listing
and quotation of the additional shares to be issued and to do all such acts
and things necessary to give full effect to such transactions as authorised by
this resolution.”

AND THAT, such authority shall commence immediately upon the passing of
this resolution and continue to be in force until the conclusion of the next
AGM of the Company.”

8. To transact any other business of which due notice shall have been given in accordance with the
Company’s Constitution and the Companies Act, 2016.
EKA NOODLES BERHAD (583565-U)
2 ANNUAL REPORT 2017
NOTICE OF
ANNUAL GENERAL MEETING (Cont’d)

FURTHER NOTICE IS HEREBY GIVEN THAT for the purpose of determining a member who shall be
entitled to attend the 15th AGM, the Company shall be requesting Bursa Malaysia Depository Sdn.
Bhd. to issue a General Meeting Record of Depositors as at 15 May 2018 Only a depositor whose
name appears on the Record of Depositors as at 15 May 2018 shall be entitled to attend the 15 th
AGM or appoint proxies to attend and/or vote on his/her behalf.

By Order of the Board,

P’NG CHIEW KEEM (MAICSA 7026443)


TAN TONG LANG (MAICSA 7045482)
CHONG VOON WAH (MAICSA 7055003)
Company Secretaries

Penang
Date: 23 April 2018

NOTES ON APPOINTMENT OF PROXY

(1) A proxy may but need not be a member of the Company.

(2) For a proxy to be valid, the proxy form duly completed must be deposited at the registered
office of the Company at 51-21-A Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050
Penang not less than 24 hours before the time appointed for the taking of the poll or at any
adjournment thereof.

(3) A member shall be entitled to appoint 1 or more proxies to attend and vote instead of
him at the same meeting and where a member appoints more than 1 proxy to vote at the
same meeting, such appointment shall be invalid unless he specifies the proportion of his
shareholding to be represented by each proxy.

(4) Where a member is an exempt authorized nominee which holds ordinary shares of the
Company for multiple beneficial owners in one securities account (“omnibus account”), there
is no limit to the number of proxies it may appoint in respect of each omnibus account it
holds.

(5) In the case of a corporate member, the proxy form must be executed under the corporation’s
common seal or under the hand of an officer or attorney duly authorised.

(6) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, all the resolutions set out in this Notice will be put to vote by poll.

NOTES ON ORDINARY BUSINESS

(7) The Agenda 1 is meant for discussion only as the provision of Section 340(1)(a) of the
Companies Act 2016 does not require the shareholders’ approval for the Audited Financial
Statements. Hence, the Agenda 1 is not put forward for voting.

(8) The proposed Directors’ fees and benefits payable to non-executive directors are in the best
interest of the Company and are in accordance with the remuneration framework of the
Group. The details are as follows:

Fees per annum per director Benefits per annum


(RM) (RM)
Non-Executive Director 36,000 30,000

The Resolution 3, if approved, will facilitate the payment of directors’ fees to non-executive
directors for the financial year ended 31 December 2017 and financial EKA year ending
NOODLES 31 (583565-U)
BERHAD
3
December 2018. The directors’ fees payable are based on the number ANNUAL of non-executive
REPORT 2017

directors. In the event, there is an increase in fees, approval will be sought at the next AGM
of the Company.
(6) Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, all the resolutions set out in this Notice will be put to vote by poll.

NOTES ON ORDINARY BUSINESS


NOTICE OF
(7)
The Agenda 1 is meant for discussion only as the provision of Section 340(1)(a) of the
ANNUAL
CompaniesGENERAL MEETING
Act 2016 does not (Cont’d) approval for the Audited Financial
require the shareholders’
Statements. Hence, the Agenda 1 is not put forward for voting.

(8) The proposed Directors’ fees and benefits payable to non-executive directors are in the best
interest of the Company and are in accordance with the remuneration framework of the
Group. The details are as follows:

Fees per annum per director Benefits per annum


(RM) (RM)
Non-Executive Director 36,000 30,000

The Resolution 3, if approved, will facilitate the payment of directors’ fees to non-executive
directors for the financial year ended 31 December 2017 and financial year ending 31
December 2018. The directors’ fees payable are based on the number of non-executive
directors. In the event, there is an increase in fees, approval will be sought at the next AGM
of the Company.

The Resolution 4, if approved, will enable the Company to pay meeting allowance and other
benefits to non-executive directors of the Company. The total amount of directors’ benefits
payable is estimated based on the number of scheduled meetings of the Board and Board
Committees as well as the number of non-executive directors involved in these meetings.

(9) The Company had received a letter dated 11 April 2018 from a shareholder of the Company
nominating Messrs. STYL Associates (AF 1929), who has given their consent to act as the
new statutory auditors of the Company. A copy of the letter is annexed and marked as
“Appendix A” in the Company’s Annual Report for the financial year ended 31 December
2017.

The Resolution 5, if approved, Messrs. STYL Associates shall hold office until the conclusion
of the next AGM of the Company.

NOTES ON SPECIAL BUSINESS

(10) The Resolution 6, if approved, will enable the Directors to allot and issue shares in the
Company up to an amount not exceeding 10% of the total number of issued shares of the
Company for the time being for such purposes as the Directors consider will be in the best
interest of the Company. This authority, unless revoked or varied by the shareholders of the
Company in a general meeting will expire at the conclusion of the next AGM.

The proposed renewal of general mandate for issuance of shares will provide flexibility to the
Company for any possible fund raising activities, including but not limited to placing of shares
for the purpose of funding future investment, working capital and/or acquisition.

As at the date of this notice, the Directors have not issued any shares pursuant to the
general mandate granted at the last AGM of the Company.

EKA NOODLES BERHAD (583565-U)


4 ANNUAL REPORT 2017
APPENDIX A
NOMINATION OF AUDITORS

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 5
STATEMENT ACCOMPANYING NOTICE OF
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
(PURSUANT TO PARAGRAPH 8.27(2) OF MAIN MARKET LISTING REQUIREMENTS OF BURSA
ANNUAL GENERAL MEETING
SECURITIES)
(Pursuant To Paragraph 8.27(2) Main Market Listing Requirements of Bursa Securities)

1) No individuals are standing for election as directors at the forthcoming 15th Annual General
Meeting of the Company.

2) The profiles of the directors who are standing for re-election as in Agenda 2 and 3 of the
Notice of the 15th Annual General Meeting of the Company are set out in the Directors’ Profile
section of this Annual Report.

3) The details of the directors’ interests in the securities of the Company as at 30 March 2018
are set out in the Statistic of Shareholdings section of this Annual Report.

4) The Resolution 5 tabled under Special Business as per the Notice of 15th Annual General
Meeting of the Company dated 23 April 2018 is a renewal of general mandate granted by
shareholders of the Company at the last Annual General Meeting held on 26 May 2017.

The proposed renewal of general mandate for issuance of shares will provide flexibility to the
Company for any possible fund raising activities, including but not limited to further placing of
shares for the purpose of funding future investment, working capital and/or acquisition.

As at the date of notice of meeting, the Directors have not issued any shares pursuant to the
general mandate granted at the last Annual General Meeting of the Company.

EKA NOODLES BERHAD (583565-U)


6 ANNUAL REPORT 2017
CORPORATE INFORMATION

BOARD
BOARDOF DIRECTORS
OF DIRECTORS REGISTERED
REGISTERED OFFICE
OFFICE
Chairman
Chairman
/ Non-Independent
/ Non-Independent
Non-Executive
Non-Executive
Director
Director 51-21-A,
51-21-A,
Menara
Menara
BHLBHL
BankBank
Y. Bhg.
Y. Bhg.
Tan Tan
Sri Dato’
Sri Dato’
Seri Seri
Tan Tan
KingKing
Tai @
TaiTan
@ Tan
KhoonKhoon
Hai Hai JalanJalan
Sultan
Sultan
Ahmad
Ahmad
ShahShah
1005010050
Penang
Penang
Executive
Executive
Director
Director Tel No.
Tel 04-2108833
No. 04-2108833
FongFong
Yit Meng
Yit Meng Fax No.
Fax 04-2108831
No. 04-2108831

Independent
Independent
Non-Executive
Non-Executive
Directors
Directors REGISTRARS
REGISTRARS
Leong
Leong
Woay Woay
HongHong
@ Neoh
@ Neoh
Woay Woay
HongHong Tricor
Tricor
Investor
Investor
& Issuing
& Issuing
House
House
Services
Services
Sdn.Sdn.
Bhd.Bhd.
Dato’Dato’
Dr. Chin
Dr. Chin
YewYew
Sin (JP)
Sin (JP) Unit Unit
32-01,
32-01,
LevelLevel
32, Tower
32, Tower
A, Vertical
A, Vertical
Business
Business
SuiteSuite
Lim Choo
Lim Choo
HooiHooi Avenue
Avenue
3, Bangsar
3, Bangsar
South
South
Khairuddin
Khairuddin
Bin Jaflus
Bin Jaflus No. 8,
No.
Jalan
8, Jalan
Kerinchi
Kerinchi
5920059200
Kuala Kuala
Lumpur
Lumpur
AUDIT
AUDIT
& RISK
& RISK
MANAGEMENT
MANAGEMENT COMMITTEE
COMMITTEE Tel Tel : 03-2783
: 03-2783
92999299
Leong
Leong
Woay Woay
HongHong
@ Neoh
@ Neoh
Woay Woay
HongHong
(Chairman)
(Chairman) Fax Fax : 03-2783
: 03-2783
92229222
Dato’Dato’
Dr. Chin
Dr. Chin
YewYew
Sin (JP)
Sin (JP)
Lim Choo
Lim Choo
HooiHooi HEADHEAD
OFFICE
OFFICE
Lot 208,
Lot 208,
Phase
Phase
II II
REMUNERATION
REMUNERATION COMMITTEE
COMMITTEE Kuala
Kuala
KetilKetil
Industrial
Industrial
EstateEstate
Lim Choo
Lim Choo
HooiHooi
(Chairman)
(Chairman) 09300
09300
KualaKuala
KetilKetil
Dato’Dato’
Dr. Chin
Dr. Chin
YewYew
Sin (JP)
Sin (JP) Kedah
Kedah
DarulDarul
Aman Aman
Leong
Leong
Woay Woay
HongHong
@ Neoh
@ Neoh
Woay Woay
HongHong Tel Tel : 04-416
: 04-416
22222222
Fax Fax : 04-416
: 04-416
20222022
NOMINATING
NOMINATING COMMITTEE
COMMITTEE
Leong
Leong
Woay Woay
HongHong
@ Neoh
@ Neoh
Woay Woay
HongHong
(Chairman)
(Chairman) STOCK
STOCK
EXCHANGE
EXCHANGE LISTING
LISTING
Dato’Dato’
Dr. Chin
Dr. Chin
YewYew
Sin (JP)
Sin (JP) MainMain
Market
Market
of Bursa
of Bursa
Malaysia
Malaysia
Securities
Securities
Berhad
Berhad
Lim Choo
Lim Choo
HooiHooi Stock
Stock
CodeCode
: 7182
: 7182
Stock
Stock
NameName
: EKA: EKA
COMPANY
COMPANYSECRETARIES
SECRETARIES
Tan Tan
TongTong
LangLang
(MAICSA
(MAICSA
7045482)
7045482)
P’ngP’ng
Chiew
Chiew
Keem Keem
(MAICSA
(MAICSA
7026443)
7026443)
Chong
Chong
VoonVoon
WahWah
(MAICSA
(MAICSA
7055003)
7055003)

AUDITORS
AUDITORS
Afrizan
Afrizan
Tarmili
Tarmili
Khairul
Khairul
AzharAzhar
(AF1300)
(AF1300)
Chartered
Chartered
Accountants
Accountants
No. 2,
No.
Jalan
2, Jalan
Rampai
Rampai
Niaga
Niaga
2 2
Rampai
Rampai
Business
Business
ParkPark
5330053300
KualaKuala
Lumpur
Lumpur
Tel Tel : 03-4143
: 03-4143
93309330
Fax Fax : 03-4142 : 03-4142
93309330

BANKERS
BANKERS
Public
Public
BankBank
Berhad
Berhad
BankBank
Kerjasama
Kerjasama
Rakyat
Rakyat
Malaysia
Malaysia
Berhad
Berhad
BankBank
Pertanian
Pertanian
Malaysia
Malaysia
Berhad
Berhad

SOLICITORS
SOLICITORS
Ng &Ng
Teo
& Teo
VeonVeon
Szu Szu
& Kok
& Kok
ThyeThye

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 7
CORPORATE STRUCTURE

History and Principal Activities


EKA Noodles Berhad (“EKA”) was incorporated in Malaysia under the Companies Act, 1965 on 20 June
2002 as a public limited company under its present name. EKA is an investment holding company whilst
the principal activities of its wholly-owned subsidiary companies, are as follows:-

Date and Issued and


Subsidiary Company Place of Incorporation Paid-Up Capital Principal Activities
Kilang Bihun Bersatu 15.09.1988 RM 17,441,860 Manufacturing and marketing
Sdn Bhd Malaysia of all types of rice and sago
sticks (vermicelli)
Rasayang Food 10.06.1998 RM 7,915,000 Has Wound Up by Court Order
Industries Sdn Bhd Malaysia since 27 September 2017
Bersatu Noodles 29.08.2006 RM 1,000,000 Has ceased operations since
Industries Sdn Bhd Malaysia May 2016
Bersatu Biotechnology 24.10.2007 RM 500,000 Has ceased operations since
(Johore) Sdn Bhd Malaysia January 2017
Kilang Bihun Bersatu 18.04.2001 RM 300,000 Manufacturing and marketing
(East Malaysia) Sdn Malaysia of all types of rice and sago
Bhd sticks (vermicelli)
Bersatu Sago Industries 23.12.2000 RM 500,000 Has ceased operations since
Sdn Bhd Malaysia January 2017
Bersatu Sago Industries 26.06.2007 RM 500,000 Has ceased operations since
(Mukah) Sdn Bhd Malaysia January 2017
EKA Foodstuff Sdn Bhd 28.02.2012 RM 200,000 Manufacturing and marketing
Malaysia of all types of rice and sago
sticks (vermicelli)

EKA NOODLES BERHAD

EKA NOODLES BERHAD (583565-U)


8 ANNUAL REPORT 2017
CORPORATE STRUCTURE (Cont’d)

100%
Kilang Bihun Bersatu
Sdn Bhd

100% 100%
Bersatu Biotechnology Bersatu Sago Industries
(Johore) Sdn Bhd (Mukah) Sdn Bhd

100% 100%
Kilang Bihun Bersatu Bersatu Noodles
(East Malaysia) Industries Sdn Bhd
Sdn Bhd

100% 100%
EKA Foodstuff Bersatu Sago Industries
Sdn Bhd Sdn Bhd

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 9
CHAIRMAN’S STATEMENT

Dear shareholders, on behalf of the Board of Directors, I am honoured to present to you EKA Noodles
Berhad’s (“EKA”) annual report for the financial year ended 31 December 2017 (“FY2017”).

Financial Performance

FY 2017 was a very challenging year for the Group. In March 2017, the new management undertook
rigorous internal rationalization to strategise the Group. Correspondingly, we managed to resume our
operations in May 2017 against the backdrop of our financial condition and persistent challenging
operating environment.

In FY2017, the Group registered a revenue of RM13.15 million versus RM23.91 million in FY2016 and
this was because the 3 main subsidiaries only resumed its operation fully in the second half of 2017.

Although our financial performance in FY2017 was hit with a loss before tax of RM5.01 million, the Group
recorded encouraging improvements as compared to a loss before tax of RM34.44 million in preceding
financial year (FY2016).

In FY2017, our operating expenses reduced by RM 34.53 million to RM20.68 million mainly due to
massive cost cutting measures and operational efficiencies. Whilst, the administrative expenses also
reduced by 71.22% to RM6.65 million in FY2017 as compared to RM23.11 million in FY2016.

In pursuit to regularize the financial condition of the Company, EKA had announced a string of series of
proposals which had been formulated to address and uplift the PN17 status of the Company with the main
objective to return the Company to a better financial standing and profitability.

We had spent the past year putting in place the pillar to spearhead the future of EKA and we look forward
for your continued support.

Industry Outlook

Referencing the world economic outlook update published by IMF (International Monetary Fund), global
growth for 2018 and 2019 has been revised upwards to 3.9%. Specifically, growth rates for euro area
economies such as Germany, Italy and the Netherlands have been marked up as a result of stronger
momentum in both domestic and external demands while the outlook for Malaysia remains resilient and
positive with gross domestic product (“GDP”) growth expected to be within 5% to 5.5%.

In a report issued in January 2018, the MIER (Malaysian Institute of Economic Research) noted the
exceptional performance of the local economy last year driven by strong domestic demand underpinned
by improvements in both investment and consumption and reinforced by a sturdy global demand. The
Malaysian economy grew by about 5.6% in 2017 with sustained manufacturing activities supported by
double digit growth in exports. The upbeat consumer spending is attributable to a stable job market,
contained core inflation and strengthening Ringgit Malaysia, as well as several government measures to
boost disposable income as announced in the 2018 Budget. Nonetheless, there are signs of consumers
being more pragmatic and cautious in their spending.

The Malaysian economy is expected to grow at 5.4% this year, again driven by domestic demand
particularly from the private sector, which in turn is projected to grow at 5.2% as well as buoyant external
demand. The external sector is expected to remain strong.

EKA NOODLES BERHAD (583565-U)


10 ANNUAL REPORT 2017
CHAIRMAN’S STATEMENT (Cont’d)

Industry Outlook (Cont’d)

Growth is expected to remain favourable in 2018, with domestic demand continuing to be the key driver of
growth. The expected faster expansion in global growth would continue to benefit Malaysia’s exports, with
positive spillovers to the domestic economic activity. Headline inflation is expected to moderate in 2018,
reflecting a smaller contribution from global cost factors and a stronger ringgit compared to 2017. Upward
pressures from the robust demand condition will be contained by continued spare capacity in the labour
market and on-going investment for capacity expansion. The trajectory for headline inflation, however, will
remain dependent on the trend of global oil prices, which remains highly uncertain.

The outlook for the noodle manufacturing industry in Malaysia looks positive, and is expected to register a
steady growth throughout the forecast period from 2018 to 2022. The total gross output value of the
noodles manufacturing industry in Malaysia is estimated at RM1.41 billion in 2017. The noodles
manufacturing industry in Malaysia is expected to grow at a compounded annual growth rate of 6.5% for
the period 2018 to 2022.

With a business-friendly environment, the industry is poised to exceed expectations and to continue its
exponential growth.

Appreciation

On behalf of the Board, I wish to express our sincere appreciation to our valued shareholders, customers,
suppliers, bankers, government agencies and other stakeholders for your continued support,
cooperation,trust and confidence in the Group. We will continue to strive hard and uphold your trust in us.

I also wish to convey my gratitude to my fellow directors for their advice and unfailing support, to the
management and staff for their dedication and commitment to steer EKA forward.

Y. Bhg. Tan Sri Dato’ Seri Tan King Tai @ Tan Khoon Hai
Chairman

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 11
MANAGEMENT DISCUSSION
AND ANALYSIS

This Statement contains the management discussion and analysis (“MD&A”) of the business
operations and performance (including financial performance) of EKA Noodles Berhad (“EKA”) Group
for the financial year ended 31 December 2017 (“FY 2017”).

This MD&A should be read in conjunction with the Audited Financial Statements of the Group for FY
2017 as set out in this Annual Report.

This MD&A contains forward-looking statements that reflect our current views in respect to future
events. Our actual results may differ from those anticipated in these forward-looking statements as the
results of risks and uncertainties.

FY 2017 had been a very challenging year for the Group. Following the announcement on 30 August
2016 that the Company is an affected listed issuer under Paragraph 8.04 and Paragraph 2.1(a) of
PN17 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Company
announced its cessation of business operations in January 2017.

Amidst the challenges of a very difficult operating environment, the Company resumed its operation in
May 2017.

Highlights of the Group’s Financial Information for Past 5 Financial Years

30/06/13 30/06/14 30/12/15 31/12/16 31/12/17


Financial Year / Period
(12 Months) (12 Months) (18 Months) (12 Months) (12 Months)

Revenue (RM’000) 97,155 90,334 97,005 23,910 13,154

Profit / (Loss) before 5,745 (31,634) (6,867) (30,352) (1,297)


interest and tax (RM’000)

Finance cost (RM’000) 5,499 5,520 8.729 4,087 (3,709)

Profit/ (Loss) before tax 246 (37,155) (15,597) (34,439) (5,007)

Net profit / (Loss) after tax 688 (37,032) (14,909) (34,106) (5,166)
(RM’000)

Shareholders’ equity 22,702 13,702 12,500 (21,606) (26,772)


(RM’000)

Total assets (RM’000) 114,396 97,768 94,761 59,171 55,638

Total liabilities (RM’000) 91,694 84,067 82,261 80,777 82,410

Borrowing (RM’000) 73,945 68,311 67,274 69,135 69,928

Net debt (RM’000) 71,753 65,557 65,267 61,800 69,514

EKA NOODLES BERHAD (583565-U)


12 ANNUAL REPORT 2017
MANAGEMENT DISCUSSION
AND ANALYSIS (Cont’d)

Highlights of the Group’s Financial Information for Past 5 Financial Years (Cont’d)

30/06/13 30/06/14 30/12/15 31/12/16 31/12/17


Financial Year / Period
(12 Months) (12 Months) (18 Months) (12 Months) (12 Months)

Gearing (times) 3.26 4.99 5.38 (3.20) (2.61)

Debt / Equity ratio 3.16 4.78 5.22 (2.82) (2.60)

Earnings / (Loss) per 0.57 (15,43) (4.78) (10.93) (1.66)


share (Cents)

Net assets per share (RM) 0.19 0.06 0.04 (0.07) (0.09)

Dividend per share - - - - -

FY 2017 versus FY 2016

Review of Financial Results and Financial Condition Indicators to Measure the Group’s
Performance

FY 2017 FY 2016
RM’000 RM’000
Revenue 13,154 23,910
Gross Loss (876) (8,190)
Loss Before Tax (LBT) (5,007) (34,439)

For FY 2017, the Group registered revenue of RM 13.15 million, a decrease by RM 10.76 million or
45% as compared to RM 23.91 million in the preceding financial year (FY 2016). The revenue for FY
2017 was derived from the resumption of operations of the 3 subsidiaries in May 2017 and August
2017 respectively.

Despite lower revenue, the Group recorded a lower gross loss of RM 0.88 million in FY 2017, RM 7.31
million or 89.30% lower as compared to RM 8.19 million in FY 2016. The improvements in the gross
loss position were mainly due to lower fixed operating cost e.g. staff costs due to fewer manpower and
depreciation charges.

In FY 2017, the Group registered a decrease in LBT of RM 5.01 million as compared to a LBT of RM
34.44 million in FY 2016. The said decrease was the result of lower administrative expenses by
71.22% to RM 6.65 million versus RM 23.11 million in FY 2016 and other income of RM 6.23 million
mainly derived from insurance claims of RM 0.77 million, gain on deconsolidated of a subsidiary which
was wound up by Court of RM 2.02 million and the reversal of impairment loss on trade and other
receivables.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 13
MANAGEMENT DISCUSSION
AND ANALYSIS (Cont’d)

Significant Changes in Financial Position and Liquidity as Compared with the Previous
Financial Year

31.12.2017 31.12.2016
RM’000 RM’000
Total assets 55,638 59,171
Total liabilities 82,410 80,777
Net current (liabilities) / assets (77,126) (21,606)
Current ratio (times) 0.06 0.73
Total borrowings 69,928 69,135
Net cash from operating activities 2,028 284

The total assets as at 31 December 2017 reduced by 5.97% to RM 55.64 million as compared to RM
59.17 million as at last financial year end mainly due to annual depreciation charges on property, plant
and equipment and wound up of a subsidiary by court order on 27 September 2017.

The total liabilities as at 31 December 2017 increased by RM 1.63 million to RM 82.41 million, 2.02%
higher than the total liabilities as at 31 December 2016 mainly due to increase in trade and other
payables and provision for taxation.

There was an increase in borrowings by RM 0.79 million to RM 69.93 million as at 31 December 2017
as compared to RM 69.14 million as at last financial year end mainly due to interests charges by the
banks in the financial year.

The Group’s business generated a net cash inflow from operating activities of RM 2.03 million for FY
2017 as compared to RM 0.28 million in FY 2016. The increase of RM 1.75 million was mainly due to
lower LBT and positive sign of operating profit before working capital changes.

Capital Expenditure Requirements, Capital Structure and Capital Resources

31.12.2017 31.12.2016
RM’000 RM’000
Property, Plant & Equipment 50,656 57,991
Shareholders’ equity (26,772) (21,606)
Total borrowings 69,928 69,135
Net debt 61,800 69,514
Gearing ratio (2.61) (3.20)
Debt- to - Equity ratio (2.82) (2.60)
Earnings / (Loss) per share (Cents) (2.61) (3.20)
Net assets per share (RM) (0.09) (0.07)
Net cash from investing activities 987 1,008
Net cash from / (used in ) financing activities (3,112) (1,689)
Dividend per share - -

The capital expenditure in respect of property, plant and equipment (PPE) as at 31 December 2017
reduced by RM 7.34 million, or 12.65% to RM 50.66 million as compared to RM 57.99 million as at 31
December 2016 due to depreciation, PPE written off and disposal of PPE.

The gearing ratio of the Group for FY 2017 was (2.61) as compared to (3.20) in FY 2016 and the debt-
to-equity ratio of the Group for FY 2017 was (2.82) as compared to (2.60) in FY 2016.

EKA NOODLES BERHAD (583565-U)


14 ANNUAL REPORT 2017
MANAGEMENT DISCUSSION
AND ANALYSIS (Cont’d)

Capital Expenditure Requirements, Capital Structure and Capital Resources (Cont’d)

Net cash from investing activities for FY 2017 was RM 0.99 million, RM 0.02 million lower than
RM1.01 million in FY 2016. Net cash used in financing activities increased to RM 3.11 million in FY
2017 as compared to RM 1.69 million in FY 2016 mainly due to increase in repayment of term loan to
financial institution during FY 2017.

Review of Operating Activities of Principal Business Segments

31.12.2017 31.12.2016
RM’000 RM’000
Revenue
- West Malaysia 11,270 23,910
- East Malaysia 1,884 -
Total 13,154 23,910

Loss Before Tax (LBT)


- West Malaysia (4,903) (27,401)
- East Malaysia (104) (7,038)
Total (5,007) (34,439)

Basically EKA had divided its business segments into West Malaysia and East Malaysia.

For FY 2017, revenue in West Malaysia decreased by RM 12.64 million or 52.86% to RM 11.27 million
as compared to RM 23.91 million in FY 2016. The revenue in West Malaysia was solely derived from
two subsidiaries which only resumed their operations in middle of FY 2017 after the Group temporarily
ceased operations in January 2017. For East Malaysia, the revenue was RM 1.88 million in FY 2017,
represented 100% increment as compared to FY 2016 mainly attributed from the resumption of
operation of one subsidiary in East Malaysia during FY 2017.

West Malaysia had suffered loss before tax of RM 4.90 million for FY 2017 as compared to loss before
tax of RM 27.40 million in FY 2016, significantly lower by 82.12% or RM 22.50 million. East Malaysia
also suffered a loss of RM0.10 million in FY 2017 as compared to loss before tax of RM 7.04 million in
FY 2016, significantly reduced by RM 6.94 million or 98.58%. Overall, the Group achieved
encouraging improvements as loss before tax had reduced by 85.46% versus preceding financial year.

Business Risks

Generally the Group’s raw materials are broken rice/rice chips, tapioca starch, corn starch, potato
starch and sago starch which are readily available in Malaysia. In view of the Company’s financial
condition, the Group was exposed to shortage of supply of raw materials during the financial year. In
mitigation, the Group had adopted zero inventory system as well as improving its working relationships
with a few suppliers for longer credit terms and on-time payment.

Forward-looking Statement

In view of the positive outlook of the noodle manufacturing industry, we expect our core businesses
and our establishment in the industry over a decade would represent a positive growth momentum.
We cautiously optimistic for the future and expect the Group to perform satisfactorily in next financial
year despite the challenging environment.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 15
DIRECTORS’ PROFILE

Y. Bhg. TAN SRI DATO’ SERI TAN KING TAI @ TAN KHOON HAI
Y. Bhg. TAN SRI DATO’
Non-Independent SERI TAN KING
and Non-Executive TAI @aged
Chairman, TAN62,
KHOON HAI
Male, Malaysian
Non-Independent and Non-Executive Chairman, aged 62, Male, Malaysian
Y. Bhg. TAN SRI DATO’ SERI TAN KING TAI @ TAN KHOON HAI was appointed as the Non-Independent and
Y. Bhg. TAN SRI
Non-Executive DATO’ SERI
Chairman on 08TAN
May KING
2017. TAI @ TAN KHOON HAI was appointed as the Non-Independent and
Non-Executive Chairman on 08 May 2017.
Y. Bhg. Tan Sri graduated from Bolton University in Business Management majoring in Accounting. He is a
Y. Bhg. Tan
member Sri graduated
of The Institute of from Bolton
Certified University
Public in Business
Accountants, Management
Ireland majoring
and is currently in Accounting.
a Council MemberHeof isthe
a
member
MalaysianofAssociation
The Institute of CertifiedSecretaries.
of Companies Public Accountants, Ireland and is currently a Council Member of the
Malaysian Association of Companies Secretaries.
He has over 35 years of working experience in the fields of auditing, accounting and corporate finance. He was
He
the has over 35
Executive years of
Director working experience
of Pensonic in the fields
Holdings Berhad of auditing, 1995
from September accounting and corporate
to October 2017. finance. He was
the Executive Director of Pensonic Holdings Berhad from September 1995 to October 2017.
Y. Bhg. Tan Sri also holds directorships in the following public companies listed on Bursa Malaysia Securities
Y. Bhg. Tan
Berhad:- Sri alsoIndependent
(a) Senior holds directorships in the following
Non-Executive Director ofpublic companies
Unimech listed on(appointed
Group Berhad Bursa Malaysia Securities
on 6 March 2000
Berhad:-
and was resigned on 5 July 2016); (b) Executive Director/Finance Director of Muar Ban Lee Group Berhad 2000
(a) Senior Independent Non-Executive Director of Unimech Group Berhad (appointed on 6 March (with
and
effectwas resigned
from 30 Juneon 2009);
5 July 2016);
and (c)(b) Executive
Executive Director/Finance
Director of SWS Director
Capital of Muar Ban
Berhad on 30LeeNovember
Group Berhad
2003 (with
and
effect from
resigned on3026June 2009);
October andHe
2010. (c)was
Executive Directorappointed
subsequently of SWS Capital
as the Berhad
Deputy on 30 November
Executive 2003
Chairman onand
23
resigned
Decemberon2015 26 and
October 2010. Heaswas
redesignated subsequently
Executive Chairman appointed as the Deputy
on 16 November Executive
2016. He also sitsChairman on 23
on the board of
December 2015limited
several private and redesignated
companies. as Executive Chairman on 16 November 2016. He also sits on the board of
several private limited companies.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended all the
A totalmeetings
Board of 5 Board meetings
held after hisheld during the
appointment financial
in May 2017.year ended 31 December 2017. He had attended all the
Board meetings held after his appointment in May 2017.
He is the father-in-law of Fong Yit Meng, the Executive Director of the Company. He does not have any conflict
He is the father-in-law
of interests of Fong
in any business Yit Meng, involving
arrangement the Executive Director of
the Company northe Company.
any He for
convictions does not have
offences anythe
within conflict
past
of interests in any business arrangement
5 years other than traffic offences, if any. involving the Company nor any convictions for offences within the past
5 years other than traffic offences, if any.

FONG YIT MENG


FONG YITDirector,
Executive MENG aged 35, Male, Malaysian
Executive Director, aged 35, Male, Malaysian
FONG YIT MENG was appointed as an Executive Director on 14 March 2017.
FONG YIT MENG was appointed as an Executive Director on 14 March 2017.
He graduated with Bachelor Degree in Information Technology from Multimedia University.
He graduated with Bachelor Degree in Information Technology from Multimedia University.
He runs a wholesale, distribution and industrial supplies business in Malaysia with presence in Bangkok,
He runs aHewholesale,
Thailand. distribution
established and industrial
Airbel Technologies Sdnsupplies
Bhd, a business in
MSC status Malaysia
company with presence
providing in Bangkok,
business process
automation solution and cloud-based solutions. Sdn Bhd, a
Thailand. He established Airbel Technologies MSC status company providing business process
automation solution and cloud-based solutions.
He is responsible for the finance and corporate affairs of the group as well as formulation and implementation of
He is
the responsible
group’s for the
corporate andfinance andstrategies
business corporatetoaffairs
enhanceof the group asand
profitability wellgrowth.
as formulation and implementation of
the group’s corporate and business strategies to enhance profitability and growth.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended all the
A totalmeetings
Board of 5 Board meetings
held after hisheld during the
appointment financial
in March year ended 31 December 2017. He had attended all the
2017.
Board meetings held after his appointment in March 2017.
He is the son-in-law of Y. Bhg. Tan Sri Dato’ Seri Tan King Tai @ Tan Khoon Hai, the Non-Independent Non-
He is the son-in-law
Executive of Y.
Director and Bhg.shareholder
major Tan Sri Dato’ SeriCompany.
of the Tan King Tai
He @ Tannot
does Khoon
have Hai,
any the Non-Independent
conflict of interests inNon-
any
business arrangement involving the Company nor any convictions for offences within the past of
Executive Director and major shareholder of the Company. He does not have any conflict interests
5 years in than
other any
business arrangement
traffic offences, if any. involving the Company nor any convictions for offences within the past 5 years other than
traffic offences, if any.

EKA NOODLES BERHAD (583565-U)


16 ANNUAL REPORT 2017
DIRECTORS’ PROFILE (Cont’d)

LEONG WOAY HONG @ NEOH WOAY HONG


LEONG WOAY
Independent HONG @ NEOH
Non-Executive WOAY
Director agedHONG
51, Male, Malaysian
Independent Non-Executive Director aged 51, Male, Malaysian
LEONG WOAY HONG @ NEOH WOAY HONG was appointed as an Independent Non-Executive Director on 14
LEONG2017.
March WOAY HeHONG
is the @ NEOH WOAY
Chairman of the HONG
Audit &was appointed
Risk as an Independent
Management Non-Executive
Committee, Nominating Director and
Committee on 14 a
March 2017. He is the Chairman
member of Remuneration Committee. of the Audit & Risk Management Committee, Nominating Committee and a
member of Remuneration Committee.
He graduated with a Diploma in Commerce (Financial Accounting) from Kolej Tunku Abdul Rahman. He later
He graduated
obtained with a Diploma
his Association in Commerce
of Chartered (Financial
Certified Accounting)
Accountants, from Kolejqualification
United Kingdom Tunku Abdul andRahman. He later
was admitted as
obtained his Association of Chartered Certified Accountants, United Kingdom qualification
a member of both the Malaysian Institute of Accountant (MIA) and the Association of Chartered Certified and was admitted as
a member ofUnited
Accountants, both the Malaysian
Kingdom (ACCA)Institute
in 1996.of He
Accountant
is currently(MIA) and theAccountant
a Chartered Association of Chartered
registered Certified
with MIA and a
Accountants, United Kingdom (ACCA)
Fellow member of ACCA, United Kingdom. in 1996. He is currently a Chartered Accountant registered with MIA and a
Fellow member of ACCA, United Kingdom.
He began his career in July 1991 as an Audit Assistant in Neoh WM Lam & Co. In January 2004, Neoh WM Lam
He
& Cobegan his career
merged in July 1991 as an
with MGI-ALJEFFRI Audit
(also Assistant
formerly in Neoh
known WM Lam
as Aljeffri & Co.toInform
& Co.) January 2004, Neoh
Aljeffridean, WM Lam
a chartered
& Co merged with MGI-ALJEFFRI (also formerly known as Aljeffri & Co.) to form Aljeffridean,
accountancy firm and he was promoted to Audit Manager in the same period. In January 2010, he was promoted a chartered
accountancy
to Principal offirm and he was
Aljeffridean andpromoted to Audit
subsequently ManagertoinPartner,
promoted the same period. InheJanuary
a position 2010, hePresently,
holds to-date. was promoted
he is
to Principal of Aljeffridean and
also a Partner of Tax Advisory PLT. subsequently promoted to Partner, a position he holds to-date. Presently, he is
also a Partner of Tax Advisory PLT.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended all the
A totalmeetings
Board of 5 Board meetings
held after hisheld during the
appointment financial
in March year ended 31 December 2017. He had attended all the
2017.
Board meetings held after his appointment in March 2017.
He does not have any other directorship in public companies or public listed companies.
He does not have any other directorship in public companies or public listed companies.
He does not have any family relationship with any director and/or major shareholder of the Company or any
He doesofnot
conflict have any
interests family
in any relationship
business with anyinvolving
arrangement director the
and/or major shareholder
Company. of the Company
He has no convictions or any
for offences
conflict of past
within the interests in any
5 years otherbusiness arrangement
than traffic offences, if involving
any. the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.

DATO’ DR. CHIN YEW SIN (JP)


DATO’ DR. CHIN
Independent YEW SIN (JP)
Non-Executive Director, aged 58, Male, Malaysian
Independent Non-Executive Director, aged 58, Male, Malaysian
DATO’ DR. CHIN YEW SIN (JP) was appointed as an Independent Non-Executive Director of the Company on
DATO’
14 March DR.2017.
CHIN He YEWis SIN
also(JP) was appointed
a member of theasAudit
an Independent Non-Executive
& Risk Management, Director of the
Remuneration Companyand
Committee on
14 March 2017.
Nominating He is also a member of the Audit & Risk Management, Remuneration Committee and
Committee.
Nominating Committee.
He graduated from Universiti Malaya, Malaysia with a Bachelor of Jurisprudence Degree; Universiti Teknologi
He graduated
Malaysia with afrom Universiti
Bachelor Malaya,
Degree Malaysia with
of Engineering (Hons)a Bachelor
Mechanicalof Jurisprudence Degree; University
Engineering Degree; Universiti of
Teknologi
Bolton,
Malaysia with a Bachelor Degree of Engineering (Hons) Mechanical Engineering Degree; University
UK with an Accountancy Degree; Heriot-Watt University, Scotland with a Master of Business Administration of Bolton,
UK with an Accountancy Degree; Heriot-Watt University, Scotland with a Master of Business Administration
Degree; University of Newcastle, Australia with a Master of Marketing; and Southern Cross University, Australia
Degree; University
with a Doctorate of Newcastle,
in Business Australia with a Master of Marketing; and Southern Cross University, Australia
Administration.
with a Doctorate in Business Administration.
He was the Group Managing Director of Metronic Global Berhad from 2013 until 2014. Prior to that, he was the
He wasDeputy
Group the Group Managing
Chairman DirectorGlobal
of Metronic of Metronic
BerhadGlobal Berhad
from 2012 from 2013 until 2014. Prior to that, he was the
to 2013.
Group Deputy Chairman of Metronic Global Berhad from 2012 to 2013.
Currently, he is the Executive Chairman of Genesis Spectrum Sdn Bhd.
Currently, he is the Executive Chairman of Genesis Spectrum Sdn Bhd.
He had attended all the Board meetings held during the financial year ended 31 December 2017.
He had attended all the Board meetings held during the financial year ended 31 December 2017.
He does not have any other directorship in public companies or public listed companies.
He does not have any other directorship in public companies or public listed companies.
He does not have any family relationship with any director and/or major shareholder of the Company or any
He doesofnot
conflict have any
interests family
in any relationship
business with anyinvolving
arrangement director the
and/or major shareholder
Company. of the Company
He has no convictions or any
for offences
conflict of interests in any business arrangement involving
within the past 5 years other than traffic offences, if any. the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 17
DIRECTORS’ PROFILE (Cont’d)

LIM CHOO HOOI


Independent Non-Executive Director, aged 48, Male, Malaysian
LIM CHOO HOOI
Independent Non-Executive
LIM CHOO HOOI Director,
was appointed asaged 48, Male, Malaysian
an Independent Non-Executive Director on 14 March 2017. He is the
Chairman of the Remuneration Committee, a member of the Audit & Risk Management Committee and
LIM CHOO HOOI was appointed as an Independent Non-Executive Director on 14 March 2017. He is the
Nominating Committee.
Chairman of the Remuneration Committee, a member of the Audit & Risk Management Committee and
Nominating Committee.
He graduated from the University of Malaya LLB (Hons) Malaya in 1995. He was admitted and enrolled as an
advocates & solicitor of the High Court of Malaya in February 1996.
He graduated from the University of Malaya LLB (Hons) Malaya in 1995. He was admitted and enrolled as an
advocates
He chambered& solicitor of thepractised
and later High Court
as of
a Malaya in February
legal assistant 1996. Ban Eng, Annual & Foong from 1996 until
in Messrs.
1997 where he formed and set up a partnership legal firm under the name of Messrs. J. Tan & C. H. Lim. He
He chambered and later practised as a legal assistant in Messrs. Ban Eng, Annual & Foong from 1996 until
provides wide range of civil and commercial litigation such as land matters, banking litigation, corporate litigation,
1997 where he formed and set up a partnership legal firm under the name of Messrs. J. Tan & C. H. Lim. He
commercial litigation and other matters. His conveyancing practices offer practical and cost effective legal
provides wide range of civil and commercial litigation such as land matters, banking litigation, corporate litigation,
services on investigation, acquisition, financing, construction, development and sales of every type of
commercial litigation and other matters. His conveyancing practices offer practical and cost effective legal
commercial and residential project.
services on investigation, acquisition, financing, construction, development and sales of every type of
commercial and residential project.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended all the
Board meetings held after his appointment in March 2017.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended all the
Board meetings held after his appointment in March 2017.
He does not have any other directorship in public companies or public listed companies.
He
He does
does not
nothave
haveany
anyother directorship
family in public
relationship companies
with any director or publicmajor
and/or listed shareholder
companies. of the Company or any
conflict of interests in any business arrangement involving the Company. He has no convictions for offences
He does
within the not
pasthave anyother
5 years family relationship
than with any
traffic offences, director and/or major shareholder
if any. of the Company or any
conflict of interests in any business arrangement involving the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.
KHAIRUDDIN BIN JAFLUS
Independent and Non-Executive Director, aged 62, Male, Malaysian
KHAIRUDDIN BIN JAFLUS
Independent
KHAIRUDDINandBINNon-Executive Director, aged
JAFLUS was appointed as an62, Male, Malaysian
Independent and Non-Executive Director on 11 May 2017.
KHAIRUDDIN BIN
He graduated of JAFLUS
Bachelor ofwas appointed
Economics as andegree
(Hons) Independent and Non-Executive
from University Director on 11 May 2017.
of Malaya, Malaysia.
He
He graduated
has more of Bachelor
than of Economics
38 years (Hons)
of experience in degree frommarket,
the capital University of Malaya,
finance Malaysia.services industry. He
and banking
started his career with Bank Negara Malaysia in 1978 until 1991. He then joined several corporations in the
He has more
financial thanindustry
services 38 yearsandofhas
experience in thesenior
held various capital market,infinance
positions and banking
the industry amongstservices
others; industry.
he was the He
started
Executivehis Director
career with Bank Negara
of BBMB Malaysia
Securities in 1978
Sdn. Bhd., until 1991.
a former He then
Director, joined
Micro severalDepartment
Financing corporationsof inBank
the
financial
Simpananservices
Nasional,industry and Vice
the former has held various
President, senior
Head Grouppositions in the industry
Risk Management amongst
of Bank others; he Malaysia
Pembangunan was the
Executive
Berhad, the former Chief Operating Officer of RHB Islamic Bank Berhad, and previously the Executive Bank
Director of BBMB Securities Sdn. Bhd., a former Director, Micro Financing Department of Vice
Simpanan Nasional,
President, Project the former
Director Core Vice President,
Banking SystemHead Group
Project withRisk Management
the RHB of Bank Pembangunan Malaysia
Banking Group.
Berhad, the former Chief Operating Officer of RHB Islamic Bank Berhad, and previously the Executive Vice
President, Project Director Core Banking System Project with the RHB Banking Group.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended 2 out of 3
Board meetings held after his appointment in May 2017.
A total of 5 Board meetings held during the financial year ended 31 December 2017. He had attended 2 out of 3
Board meetings held after his appointment in May 2017.
He does not have any other directorship in public companies or public listed companies.
He
He does
does not
nothave
haveany
anyother directorship
family in public
relationship companies
with any director or publicmajor
and/or listed shareholder
companies. of the Company or any
conflict of interests in any business arrangement involving the Company. He has no convictions for offences
He does
within the not
pasthave anyother
5 years family relationship
than with any
traffic offences, director and/or major shareholder
if any. of the Company or any
conflict of interests in any business arrangement involving the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.

EKA NOODLES BERHAD (583565-U)


18 ANNUAL REPORT 2017
SENIOR MANAGEMENT’S PROFILE

CHAN SOO YEEN


Group General Manager, aged 43, Female, Malaysian

CHAN
CHAN SOO SOO YEENYEEN was appointed as the Group General Manager on 25 April 2017.
Group General Manager, aged 43, Female, Malaysian
She obtained a certificate in Book-Keeping and Accounting accredited to LCCI & Pitman Examinations Institute
CHAN
of LondonSOOinYEEN was aappointed
2002 and certificateasinthe GroupProducts
Marine GeneralCultivation
Manager on 25 April
from Chung 2017.
Hwa Correspondence School in
April 2002.
She obtained a certificate in Book-Keeping and Accounting accredited to LCCI & Pitman Examinations Institute
of London
She has overin 2002 and aofcertificate
20 years in Marine Products
working experience Cultivation
in accounting from Chung
and finance. Hwashe
In 1994, Correspondence School
started her career as in
a
April 2002.
bank teller in MBF Finance Berhad. Subsequently, she joined Heap Seong Chan Co Sdn Bhd as an Accounts
Executive in 1997. She then joined Kilang Bihun Bersatu Sdn Bhd (KBBSB) as an Accounts Executive in 2002
She her
and has last
overposition
20 yearsinofKBBSB
workingwas experience in accounting
an Internal and finance.
Auditors. During her 9 In 1994,
years she started
tenure her career
with KBBSB, she aswas a
bank teller in MBF Finance Berhad. Subsequently, she joined Heap Seong Chan Co Sdn
responsible for the management, administrative functions as well as credit control of KBBSB. From 2011 to Bhd as an Accounts
Executive
2015, she inwas1997.
withShe then joined
Chemlite KilangSdn
Industries Bihun
BhdBersatu Sdn Bhd
as a Senior (KBBSB)
Accounts as an Accounts
Executive. She alsoExecutive
involves in
in 2002
GST
and her last
consulting andposition in KBBSB
has played a pivotalwas
rolean Internal aspect
in various Auditors. During
of the her 9 years tenure with KBBSB, she was
management.
responsible for the management, administrative functions as well as credit control of KBBSB. From 2011 to
2015,isshe
She was with
currently ChemliteallIndustries
overseeing corporate,Sdn Bhd as a Senior
administrative Accounts Executive.
and procurement functions She also
of the EKAinvolves
Groupinand
GST a
consulting and has played a pivotal role in various aspect of the management.
Board member of the EKA Group. She does not have any directorships in public companies or public listed
companies.
She is currently overseeing all corporate, administrative and procurement functions of the EKA Group and a
Board
Ms. Chanmember
does ofnotthe EKA
have anyGroup.
family She does notwith
relationship have
anyany directorships
director in public
and/or major companies
shareholder or Company
of the public listed
or
companies.
any conflict of interests in any business arrangement involving the Company. She has no convictions for
offences within the past 5 years other than traffic offences, if any.
Ms. Chan does not have any family relationship with any director and/or major shareholder of the Company or
any conflict of interests in any business arrangement involving the Company. She has no convictions for
offences
CHAN withinCHIN
YONG the past 5 years other than traffic offences, if any.
Group Accountant, aged 40, Male, Malaysian.

CHAN YONG
CHAN YONG CHIN
CHIN was appointed the Group Accountant on 14 July 2017.
Group Accountant, aged 40, Male, Malaysian.
He is graduated with a Degree in Accounting from University Science of Malaysia and is a member of Malaysian
CHAN
InstituteYONG CHIN was
of Accountant appointed the Group Accountant on 14 July 2017.
(MIA).

He
He is
hasgraduated
over 15 with
yearsa of
Degree in Accounting
working experiencefrom University
where he startedScience of Malaysia
his career as an and
auditisassistant
a member in of Malaysian
Wong Liu &
Institute of Accountant (MIA).
Partner in March 2002. Subsequently, he joined KPMG Tax Services Sdn Bhd as associate tax consultant in
October 2002. He was then promoted to senior tax consultant in KPMG Tax Services Sdn Bhd before he joined
He has Tax
JB Lau overServices
15 yearsSdn
of working
Bhd as aexperience whereinhe
Tax Supervisor started
2007. his career as
Subsequently, he an audit assistant
spanned his careerintoWong Liu &
Singapore
Partner in March 2002. Subsequently, he joined KPMG Tax Services Sdn Bhd as associate
and was attached with Stephen McLaren Consultants Pte Ltd as an Assistant Tax Supervisor in 2008. In 2009, tax consultant in
October
he joined2002.
CK &He was thenas
Associates promoted to senior
an Operations tax consultant
Manager, fully in in KPMGofTax
charge the Services Sdn
operational Bhd before
activities hefirm.
of the joined
In
JB LauheTax
2010, Services
started Sdn business
his own Bhd as a inTax Supervisor
healthcare in 2007.
products Subsequently,
and subsequentlyheinto
spanned
bio-fuelhisadditive
career business.
to Singapore He
and was
was attached
a joint with
venture Stephen
partner McLaren
of Yingdi Consultants
Innovation Pte Ltd as
Technology an Assistant
(Shenzhen) Co.Tax
Ltd,Supervisor
China forinbio-fuel
2008. In 2009,
additive
he joined CK &and
manufacturing Associates
marketingasinan Operations
China, Manager,
especially fully in charge
in Guangdong of the
and Hubei operational
province, activities of the firm. In
China.
2010, he started his own business in healthcare products and subsequently into bio-fuel additive business. He
was
He isa responsible
joint venture for
partner of Yingdiand
the finance Innovation Technology
accounting functions(Shenzhen)
of the EKA Co.Group.
Ltd, China
He doesfor bio-fuel
not have additive
any
manufacturing and marketing in China, especially in
directorships in public companies or public listed companies.Guangdong and Hubei province, China.

He is responsible
Mr. Chan for the
does not have anyfinance and accounting
family relationship functions
with any directorofand/or
the EKA
majorGroup. He does
shareholder not
of the have any
Company or
directorships
any conflict ofininterests
public companies or public
in any business listed companies.
arrangement involving the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.
Mr. Chan does not have any family relationship with any director and/or major shareholder of the Company or
any conflict of interests in any business arrangement involving the Company. He has no convictions for offences
within the past 5 years other than traffic offences, if any.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 19
SENIOR MANAGEMENT’S PROFILE (Cont’d)

TEOH MOAY YANG


Production Manager aged 53, Female, Malaysian.

TEOH MOAY YANG was appointed as the Production Manager on 1 June 2017.

She has spent most of her career in the manufacturing industry and is one of the pioneer executives of the
Company. After completing her education at Sekolah Menengah Padang Serai, she joined General Electric
(Audio) Malaysia Sdn Bhd as a Production Assistant Line Leader in 1985 and a year later, she joined Franklin
Porcelain Sdn Bhd as a Production Supervisor. She was a Production Manager of Asia Porcelain Sdn Bhd
(Selangor) Sdn Bhd in 1990 and subsequently joint EKA Group in 2001.

She has more than 20 years of experience in the manufacturing industry and is primarily responsible for
production management and maintaining strict Food Safety & Quality Consultant (FSQC) of the EKA’s Group
manufacturing operation. She does not have any directorships in public companies or public listed companies.

Ms. Teoh does not have any family relationship with any director and/or major shareholder of the Company or
any conflict of interests in any business arrangement involving the Company. She has no convictions for
offences within the past 5 years other than traffic offences, if any.

EKA NOODLES BERHAD (583565-U)


20 ANNUAL REPORT 2017
CORPORATE GOVERNANCE
OVERVIEW STATEMENT

This Corporate Governance Overview Statement is prepared in accordance with the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) and the Malaysian Code of
Corporate Governance (MCCG) issued by the Securities Commission Malaysia.

This statement gives the shareholders an overview of the corporate governance (CG) practices of the
Company during the financial year ended 31 December 2017 (FY2017) and it is to be read together with
the Corporate Governance Report which is available at the Company’s website (www.ekanoodles.com)

PRINCIPLE A – BOARD LEADERSHIP AND EFFECTIVENESS

Board Responsibilities

The Board is mindful of its responsibilities to the shareholders and stakeholders of the Company for
creating sustainable value through leadership and implementation of policies which ensure the Group’s
objectives and performance are met.

The Board delegates certain areas of its responsibilities to the Board Committees, each with predefined
terms of reference and responsibilities and the Board receives reports of their proceedings and
deliberations. Where the Board Committees have no authority to make decisions on matters reserved for
the Board, recommendations would be tabled to the Board for its approval. The Chairman of the
respective Board Committees shall report the outcome of the Committee meetings to the Board and
relevant decisions are incorporated in the minutes of the Board meetings.

The Board, in its stewardship role delegates authority and vests accountability in respect of the Group’s
day to day operations with the management team led by the Executive Director.

Below is the Group’s Governance Model where specific powers of the Board are delegated to ensure
responsibilities and duties are discharged orderly:

BOARD OF DIRECTORS
CHAIRMAN
INDEPENDENT DIRECTORS EXECUTIVE DIRECTOR
- Audit & Risk Management Committee - Executive Management
- Nominating Committee
- Remuneration Committee

The Board is supported by 3 qualified company secretaries and has unrestricted access to the services of
the Company Secretaries on matters relating to the companies law, rules and regulations of the regulatory
authorities as well as best practices on governance.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 21
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (Cont’d)

Board Composition

There are presently 6 Board members, comprising 1 non-independent non-executive director, 4


independent non-executive directors and 1 executive director. The number of independent directors of the
Company is in compliance with paragraph 15.02 of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad. The current composition of the Board represents a mix of skills, knowledge,
ethnicity and age which assists the Board in discharging its stewardship and responsibilities.

The overview of the Board composition, balance and diversity as at 31 December 2017 is as follows:

Gender Ethnicity Age Group Tenure of Board


Diversity Diversity Diversity Directorships Experience
% % % % %
Male 100 Malay 17 Below 40 17 Below 33 Corporate 50
years 1 years CEO/Managing Director
Female - Chinese 83 41-50 17 1 - 2 years 67 Technology/Engineering 33
years
51-60 33 Accounting/Finance 50
years
Above 60 33 Legal Regulatory 17
years

The profile of each director is set out in the Directors’ Profile section of this Annual Report.

In accordance with the Company’s Constitution, 1/3 of the directors for the time being, or, if their number
is not 3 or a multiple of 3, then the number nearest to 1/3 shall retire from office and be eligible for re-
election. Provided always that, all directors shall retire from office once at least in each 3 years but shall
be eligible for re-election. A retiring director shall retain office until the close of the meeting at which he
retires.

The Board through its Nominating Committee conducts annual assessments of the effectiveness of the
Board, the Board Committees, individual directors and senior management of the Company.

The Nominating Committee, upon its recent annual assessment carried out, is satisfied that the current
size and composition of Board, Board Committees, its directors and senior management are adequately
appropriate for its purpose with relevant mix of skills, experience, competency, ethnicity and age.

The assessment of the Board and Board Committees are carried out by way of questionnaires to be
completed by the Nominating Committee in regard to mix of skills, knowledge, competency, proceeding of
meetings, experiences, timely reporting and so forth. The assessments of individual directors,
independent directors and senior management are carried out by way of self-assessment questionnaires.
The self-assessment questionnaires include amongst others the character, integrity, contributions in
meetings, quality of input, understanding of role, time commitment and so forth.

The responses to the questionnaires are then sent to the Nominating Committee for evaluations. The
Nominating Committee will deliberate based on their ratings and makes its recommendations to the Board.

EKA NOODLES BERHAD (583565-U)


22 ANNUAL REPORT 2017
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (Cont’d)

Board Composition (Cont’d)

During FY 2017, the Nominating Committee had carried out the following activities:

 Assessment of the effectiveness of the Board and Board Committees


 Assessment of the contributions and competencies of each individual directors
 Assessment of the independence and time commitment of the each independent non-executive
directors
 Assessment of the company secretaries
 Assessment of the term of office and performance of the Audit & Risk Management Committee and
its members
 Assessment of the directors seeking for re-elections at the forthcoming annual general meeting
(AGM)
 Assessment of the directors’ training
 Assessment of boardroom diversity

Remuneration

The Board has in place a Remuneration Policy which is fair and transparent to ensure a competitive
remuneration are in place to motivate, reward and retain calibre directors and senior management of the
Group. During the financial year, the Remuneration Committee had reviewed and recommended the
remuneration package of the executive director to the Board and the executive director’s concerned had
abstained from deliberation and voting in respect of his remuneration package.

The Remuneration Committee had also reviewed the remuneration to be paid to non-executive directors
based on their level of responsibilities, time commitment required. However, the Board as a whole
determines the remuneration of the non-executive directors, and the individual director concerned had
abstained from deliberation on his own remuneration. The directors’ fees and benefits determined by the
Board are subject to shareholders’ approval at the AGM.

Details of the directors’ remuneration for FY 2017 are as follows:-

Fees Salary Bonus Other Other Total


EmolumentN3 BenefitsN4
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-Executive Directors
Tan Sri Dato’ Seri 36,000 - - - - 36,000
Tan King Tai @ Tan Khoon
HaiN1
Leong Woay Hong @ Neoh 36,000 - - - - 36,000
Woay Hong N1
Dato’ Dr Chin Yew Sin(JP) N1 36,000 - - - - 36,000
Lim Choo Hooi N1 36,000 - - - - 36,000
Khairuddin Bin JaflusN1 36,000 - - - - 36,000
Executive Director
Fong Yit Meng N2 36,000 65,565 - 7,407 - 108,972

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 23
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (Cont’d)

Remuneration (Cont’d)
N1 – Received on Company Level
N2 – Received on Group Level
N3 – Other emoluments comprising of performance incentives, allowances and statutory contributions to
regulatory bodies
N4 – No directors’ benefits were paid during the FY 2017
PRINCIPLE B – EFFECTIVE AUDIT AND RISK MANAGEMENT

Audit & Risk Management Committee


The Board had set up an Audit & Risk Management Committee comprising wholly independent directors.
The Audit & Risk Management Committee is chaired by Mr. Leong Woay Hong @ Neoh Woay Hong, a
practicing accountant with more than 27 years of audit, tax and advisory experiences.

For FY 2017, the Audit & Risk Management Committee had held 5 meetings and the summary of their
activities including the internal audit functions are set out in the Audit & Risk Management Committee
Report section of this Annual Report.
Risk Management and Internal Control Framework

The Board acknowledges its responsibility for establishing a sound framework to manage risks and
maintaining a sound system of internal control to safeguard the shareholders’ investment and the Group’s
assets.

The Board had established a risk management framework to manage risks affecting its business and
operations.

During FY 2017, the Board had received assurance from the executive director that the Group’s risk
management and internal control is operating adequately.

An overview of risk management and the state of internal control within the Group is set out in the
Statement on Risk Management and Internal Control section of this Annual Report.
PRINCIPLE C – INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP
WITH STAKEHOLDERS

Communication with Stakeholders

The Board has in placed a Corporate Disclosure Policy to ensure accurate and timely disclosures to the
regulatory authorities, shareholders and stakeholders of the Company. This policy sets out the
procedures for the Group to observe including but not limited to disclosures of information that conforms
with the rules and regulations of Bursa Securities, press releases, updating the information published on
the Company’s websites and so forth.

The Non-Independent Non-Executive Chairman or failing him, the Executive Director is assigned with the
responsibility in ensuring the accuracy of the contents released to the regulatory authorities and/or the
public.

The Corporate Disclosure Policy is available at the Company’s website at (www.ekanoodles.com)


Conduct of General Meetings

The Board encourages the participation of shareholders and investors, both individual and institutional, at
general meetings and welcomes briefings from press and investment analysts.

The Company’s AGM is a vital forum for interactions with shareholders. The Annual Report of the
Company together
EKA NOODLES with (583565-U)
BERHAD the notice of AGM is sent to shareholders at least 28 days before the date of the
24 ANNUAL
AGM. REPORT 2017

Each item of special business included in the notice of AGM will be accompanied by explanatory
CORPORATE GOVERNANCE
OVERVIEW STATEMENT (Cont’d)
The Corporate Disclosure Policy is available at the Company’s website at (www.ekanoodles.com)
Conduct of General Meetings

The Board encourages the participation of shareholders and investors, both individual and institutional, at
general meetings and welcomes briefings from press and investment analysts.

The Company’s AGM is a vital forum for interactions with shareholders. The Annual Report of the
Company together with the notice of AGM is sent to shareholders at least 28 days before the date of the
AGM.

Each item of special business included in the notice of AGM will be accompanied by explanatory
statement to facilitate a full understanding and evaluation of the proposed resolution.

The Company’s Chairman will invite shareholders’ to raise questions pertaining to each proposed
resolution before putting the motion to vote by poll. Board members and senior management will be
present to respond to any questions raised from the shareholders. The Company’s external auditors are
also present to address issues relating to the audits and the auditors’ reports. Before the commencement
of poll voting, the Company Secretary will share with shareholders the poll voting process on all
resolutions put to the meeting.

Shareholders are encouraged to ask questions on any proposed resolutions and/or to clarify issues that
they may have at the forthcoming 15th AGM of the Company to be held at Lot 208, Phase II, Kuala Ketil
Industrial Estate, 09300 Kuala Ketil, Kedah Darul Aman on Tuesday, 22 May 2018 at 11.00 am.

This Corporate Governance Overview Statement was approved by the Board on 22 March 2018.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 25
AUDIT & RISK MANAGEMENT
COMMITTEE REPORT

Composition

Members of the Audit & Risk Management Committee are as follows:-

Chairman : Leong Woay Hong @ Neoh Woay Hong - Independent Non-Executive Director
Members : Dato’ Dr. Chin Yew Sin (JP) - Independent Non-Executive Director
Lim Choo Hooi - Independent Non-Executive Director

Terms of Reference

The terms of reference of the Audit & Risk Management Committee is available at the Company’s website
(www.ekanoodles.com)

Summary of Activities

The Audit & Risk Management Committee met 5 times during the financial year ended 31 December 2017
(FY 2017) and details of attendance are as follows:-

Audit & Risk Management Committee Designation/Directorate Attendance


Member
Leong Woay Hong @ Neoh Woay Hong Chairman, 3/3
(Appointed on 25 April 2017) Independent Non-Executive Director
Dato’ Dr. Chin Yew Sin (JP) Member, 3/3
(Appointed on 25 April 2017) Independent Non-Executive Director
Lim Choo Hooi Member, 3/3
(Appointed on 25 April 2017) Independent Non-Executive Director
Raja Nazrin Bin Raja Ghazilla Chairman, 1/1
(Resigned on 14 March 2017) Independent Non-Executive Director
Yee Yit Yang Member, 2/2
(Resigned on 25 April 2017) Independent Non-Executive Director
Dato’ Sohaimi Bin Shahadan Member, 2/2
(Resigned on 25 April 2017) Independent Non-Executive Director

The summarized activities carried out by the Audit & Risk Management Committee during FY 2017 are as
follows:-

Financial Reporting

o Reviewed the quarterly and annual financial statements of the Company and of the Group with the
executive director and management, focusing particularly on appropriate accounting policies
adopted by the management, any adjustments arising from the audits, prudent judgements and
reasonable estimates made by the management are in accordance with the financial reporting
standards and other legal requirements to ensure that the financial statements presented a true and
fair view of the Group’s financial performance before recommending them to the Board for approval.

EKA NOODLES BERHAD (583565-U)


26 ANNUAL REPORT 2017
AUDIT & RISK MANAGEMENT
COMMITTEE REPORT (Cont’d)

External Audit

o Reviewed with the external auditors, the audit review memorandum arising from audits of the
Company and its subsidiaries together with comments and responses of the management
including the assistance given by the management and employees of the Group.

o Assessed the independence, resources and the overall performance of the external auditors and
upon assessment, recommended them to the Board for re-appointment.

o Held private sessions with the external auditors without the presence of the executive director or
the management of the Company to reinforce the independence of the external audit function of
the Company.

o Held private sessions with the external auditors without the presence of the executive director or
the management of the Company to enquire about any extraordinary matters or material concerns
related to the Group which required immediate attention of the Audit & Risk Management
Committee.

Risk Management and Internal Control

o Reviewed with the internal auditors, the internal audit plan to ensure adequate coverage of key
functional areas and business activities of the Group.

o Reviewed with the internal auditors, the internal audit reports to ensure appropriate corrective
actions had been taken by the management to implement the audit recommendations.

o Reviewed and report to the Board on the adequacy of the scope, function and effectiveness of the
Company’s internal audit function.

o Reviewed and report to the Board on the risks profile including the management action plans in
mitigating the principal risks identified.

o Assessed and report to the Board on the resources, competencies and the overall performance of
the internal auditors.

Recurrent Related Party Transactions

o Reviewed the report by the management in respect of recurrent related party transactions of the
Group to ensure all related party transactions were undertaken on an arm’s length basis and on
normal commercial terms, consistent with the Group’s usual business practices and policies,
which are not more favourable to the related parties than those generally available to the public
and are not detrimental to the minority shareholders of the Company. During FY 2017, there were
no related party transactions involving the interest of the directors or major shareholders of the
Company.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 27
AUDIT & RISK MANAGEMENT
COMMITTEE REPORT (Cont’d)

Annual Reports

o Reviewed the Statement on Risk Management and Internal Control, Audit & Risk Management
Committee Report and Corporate Governance Disclosures and recommended to the Board for
inclusion in the Company’s Annual Report for the financial year ended 31 December 2016.

INTERNAL AUDIT FUNCTION

The Board recognises that an internal audit function is vital in ensuring the effectiveness of the Group’s
systems of internal control and is an integral part of the risk management process. The Board has
established an internal audit function which is independent of the activities in audits. The Internal Auditors
reports directly to the Audit & Risk Management Committee.

The Audit & Risk Management Committee reviews and approves the internal audit plan and assesses the
adequacy of the internal audit function. The internal auditors will independently review the systems of
internal control of selected auditable or functional areas and present their findings and recommendations
for improvements in the internal audit report to the Audit & Risk Management Committee.

The Audit & Risk Management Committee will use its reasonable efforts to carry out its obligations in
ensuring appropriate actions are being taken for the Group to maintain a sound systems of internal control.

The internal audit function is carried out by the Group internal audit department, to assist the Audit & Risk
Management Committee in discharging its duties and responsibilities. The total cost incurred in managing
the internal audit function for FY 2017 was RM13,476.42.

During FY 2017, the internal auditors had reviewed the systems of internal control on Property, Plant and
Equipment Management covering the areas in maintenance of register, capitalisation and depreciation
policies, identification and maintenance of assets, acquisition, disposal, transfer of assets and
safeguarding of assets.

The internal auditors had also reviewed the risk management framework to ensure their adequacy and
relevance. Additionally, the internal auditors had carried a risk review exercise on the principal risks
identified by the management including the activities to mitigate such risks to ensure adequate and
effective risk management are in place.

EKA NOODLES BERHAD (583565-U)


28 ANNUAL REPORT 2017
DIRECTORS’ RESPONSIBILITIES
STATEMENT

The Directors acknowledge that they are responsible for the Annual Audited Financial Statements so
as to give a true and fair view of the state of affairs as at the end of the financial year of the Group and
of the Company and of their results and their cash flows.

In preparing the financial statements for the financial year ended 31 December 2017, the Directors
had:-

1. applied reasonable and prudent judgments and estimates; and


2. followed all applicable approved accounting standards in Malaysia.

The Directors had ensured the Company maintains appropriate accounting policies that disclose with
reasonable accuracy of the financial position of the Group and of the Company, and which enable
them to ensure that the financial statements comply with the Companies Act, 2016.

The Directors had also taken steps that are reasonably available to them to safeguard the assets of
the Group and of the Company, and to prevent and detect fraud, other irregularities and material
misstatements.

This statement was made in accordance with a resolution of the Directors dated 22 March 2018.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 29
SUSTAINABILITY STATEMENT

About the Statement

The Board is pleased to present the inaugural Sustainability Statement of EKA Noodles Berhad (“EKA” or
“our Company”).

With the introduction of our new corporate strategy, the FY 2017 was in many ways a year of transition for
us. Our vision is to be a leading manufacturer of rice vermicelli in Malaysia whilst our mission is to ensure
high standards of governance across our entire operation to promote responsible business practices,
environmental stewardship, and meet the social needs of the community and nation.

The Board believes that sustainability business practices are fundamental to our growth as well as
strengthening our consumers’ trust and loyalty. The adoption, implementation and development of
sustainable development is a journey thus EKA had adopted a balance approach whilst it strives to
improve and continue to explore constructive learning opportunities for sustainability.

Scope

The Sustainability Statement underpinned EKA’s commitment to undertake its business in a responsible
and sustainable manner through Economic, Environmental and Social (EES).

This Statement reflects the outcome of our Group’s materiality assessment of the most important
sustainability areas.

Governance Structure

As part of our commitment towards sustainability, we established a clear governance structure to ensure
compliance and performance.

EKA’s sustainability governance structure is as follows:

BOARD OF DIRECTORS
EXECUTIVE DIRECTOR
SUSTAINABILITY WORKING GROUP

The Board has set up a Sustainability Working Group comprising certain key executives of the Group
from various departments to implement our sustainability policies and guidelines. The Sustainability
Working Group is led by the Executive Director who is tasked to monitor, review, make recommendations
and report to the Board.

Stakeholder Engagement

We recognise that transparency promotes accountability and ensure that matters pertaining to
stakeholders are approached with ethical conducts as well as operational and economic responsibilities.
Stakeholders’ communication methods are regularly assessed, through information requests, to ensure
that they are transparent and effective.

EKA NOODLES BERHAD (583565-U)


30 ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT (Cont’d)

Stakeholder Engagement (Cont’d)

The table below summarises our approach to stakeholders’ engagement:

Stakeholder Group Engagement Methods Area of interest


Employees  Employees engagement  Career development
survey opportunities
 Employees engagement  Benefits and
activity remuneration
 Regular meetings  Safety and health
 Performance Review improvements

Suppliers  Survey forms  Fair and transparent


 One-on-one meetings selection of suppliers
 Financial stability
 Environmental
protection
Customers  Customers satisfaction  Customer engagements
survey  Company and
 Company’s website development updates
 Call centre  Community activities
 Social media and programs
 Product responsibility
 Financial stability
Government & regulatory  Compliance  Formal meetings
authorities  Supporting government  Performance reports
initiatives
Shareholders & investors  Release of  Economic contribution
announcements and  Regulatory compliance
other disclosures
through Bursa Link and
the Company’s website
 Annual general meeting

Community and the Public  Charity contributions  Corporate social


 Participation in various responsibility
activities

Materiality Assessment

A materiality assessment is conducted by the Company to identify and prioritise the material EES risks
and opportunities.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 31
SUSTAINABILITY STATEMENT (Cont’d)

Materiality Assessment (Cont’d)

Upon the identification of the EES factors that are significant to the business and stakeholders, a risk
assessment is then conducted to review the exposures and extent of the impact of the material EES
factors.

Our objectives are to address EES factors that:-

- have most significant and material impact on our strategies and business operations; and
- are of importance to our stakeholders and in particular, our customers, employees, shareholders, local
communities, suppliers and regulatory authorities.

As a result of the assessments, our sustainability priorities in FY2017 are as follows:

ECONOMIC ENVIRONMENTAL SOCIAL


1) Anti-Corruption 1) Emission and Wastes 1) Our Employees
2) Product Responsibility 2) Occupational Safety & Health
3) Accessibility and Affordability 3) Social & Welfare Contribution

Anti-Corruption

At EKA, we operate our business based on the principles of fairness, honesty, transparency, decency,
integrity and ethics, which we believe are crucial to our success. EKA has in place a Whistle Blowing
Policy which sets out a formal communication channel for employees and stakeholders of the Group to
communicate matters of concern in good faith and without fear of reprisal.

The Board had also adopted the Code of Business Conduct which outlines the business conducts and
practices of the Group which is applicable to all directors, employees and any other persons who
represent the Group in executing their duties and functions of the Group.

The Whistle Blowing Policy and Code of Business Conduct are available on our website
(www.ekanoodles.com)

Product Responsibility

As a rice vermicelli manufacturer, it is our priority to produce our products which meet all applicable food
safety standards and are consistently high quality and nutritious as customers confidence in our products
are of paramount importance.

EKA is committed to be the market leader in manufacturing and marketing of all types of rice and sago
sticks (vermicelli) and related food products that emphasises on high quality and food safety, where our
manufactured products conform with statutory requirements and customers specification at the most
competitive cost, highest quality and reliability and prompt service through continual improvements that
exceed customer requirements.

EKA NOODLES BERHAD (583565-U)


32 ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT (Cont’d)

Product Responsibility (Cont’d)

EKA had implemented Safe Quality Management System where we strongly emphasise on quality, safety
and expertise to be in line with Hazard Analysis and Critical Control Point (“HACCP”) practice.

The raw materials used in the manufacturing are carefully selected through stringent quality control. At
every process stage, from manufacturing to packaging and marketing, we ensure well trained, skilled and
qualified staff are assigned to constantly check the product quality and the best are delivered to our
customers.

Besides upholding food safety, we regularly improve the nutritional contents of our products for better
nutritional values and health benefits to customers.

Accessibility and Affordability

We have established our brand presence since 2002 and a reputation for quality and value-for-money
products. We are the first vermicelli and noodles manufacturers to be awarded HACCP. We are also Halal,
Mesti, ISO 9001:2008 and GMP certified companies.

We strive to ensure our products are widely distributed and to be accessible to consumers in East and
West Malaysia vide general trade channels, traditional media and Internet-of-Things. In effort to promote
affordability, we would provide discounts as well as special bulk price on certain products.

Emissions and Waste

As a rice vermicelli manufacturer company, we acknowledge our responsibility in managing the


environmental impact in the course of carrying out our business activities. We ensure adequate measures
are taken to protect and effectively manage the environment impact.

We are committed to minimise our impact on the environment through innovation, efficient use natural
resources and reducing emissions and waste, in order to preserve our eco-system for future generations.
These measures also help to improve efficiencies and cost reductions for our business.

We have own waste treatment plants that adheres to the waste management requirements and our
manufacturing facilities are in full compliance with the Environmental Quality (Clean Air) Regulations 2014.
In FY 2017, the Department of Environment (DOE) Malaysia and the Department of Occupational Safety
and Health (DOSH) Malaysia had inspected and certified that our boilers and chimneys are in compliance
with the governing rules and regulations.

We assigned trained and qualified personnel to closely monitor carbon and water emissions across all our
manufacturing sites. Further to this, we have Emission Management Competency training programs in
place to ensure our teams are fully aware of the requirements that need to be complied with.

We had also undertaken various environment related initiatives such as encouraging our employees to
reduce paper usages and energy savings as well as the culture of recycling waste materials.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 33
SUSTAINABILITY STATEMENT (Cont’d)

Our Employees

Our employees form an integral part of EKA as we believe our people are the key driving force in
achieving the Company’s objectives. We are committed to ensure fairness in careers’ opportunities and
treat all employees equally regardless of their religions, ethnicity, genders, age and nationalities towards a
harmonious working environment, at the same time creating a healthy lifestyle and working cultures.

For FY 2017, our Group had a total of 123 employees, comprising 62 male employees and 61 female
employees. Out of the total employees, 71.54% or 88 employees are Malaysians and the balance of
28.46% or 35 employees are foreign nations.

FY 2017 Employees by Gender

EMPLOYEES, EMPLOYEES,
FEMALE, 61 MALE, 62

FY 2017 Employees by Nations

FOREIGNERS, 35

LOCALS, 88

EKA NOODLES BERHAD (583565-U)


34 ANNUAL REPORT 2017
SUSTAINABILITY STATEMENT (Cont’d)
Occupational Safety and Health

We are committed in maintaining high safety and health standards for our employees and other
stakeholders. To achieve this objective, each operation unit has established a Safety & Health Committee
which is responsible
Occupational Safety for
andcultivating
Health safe working practices and behavior. A series of in-house training
programs on safety and health have also been conducted by committee members and external experts. In
addition, a Hazard Identification
We are committed Riskhigh
in maintaining Assessment andhealth
safety and Controls (“HIRAC”)
standards forsystem and related
our employees facilities
and other
are in place to reduce hazards
stakeholders. To achieve this objective, each operation unit has established a Safety & Health Committee
which is responsible for cultivating safe working practices and behavior. A series of in-house training
Social andonWelfare
programs Contribution
safety and health have also been conducted by committee members and external experts. In
addition, a Hazard Identification Risk Assessment and Controls (“HIRAC”) system and related facilities
As ainresponsible
are corporate
place to reduce citizen, we always believe the way to build a great and enduring company is to
hazards
strike a balance between profitability and fulfilling its social responsibilities. EKA has always encouraged
its management
Social andContribution
and Welfare staff to be involved in welfare work and charity and we are pleased that the spirit is
very much alive within our Group.
As a responsible corporate citizen, we always believe the way to build a great and enduring company is to
1. Canteen
strike Daybetween
a balance 2017 atprofitability
Sekolah Rendah JenisitsKebangsaan
and fulfilling ( C ) Tai Tong,
social responsibilities. Sungai
EKA has Petani,
always Kedah
encouraged
its management and staff to be involved in welfare work and charity and we are pleased that the spiritthe
participated by EKA Group wherein the profit from the sales of “Bihun and Laksa Noodles” during is
veryCanteen Daywithin
much alive was donated to the school.
our Group.

1. Canteen Day 2017 at Sekolah Rendah Jenis Kebangsaan ( C ) Tai Tong, Sungai Petani, Kedah
participated by EKA Group wherein the profit from the sales of “Bihun and Laksa Noodles” during the
Canteen Day was donated to the school.

2. We also extended our care and concern to the under-privileged group as follows:
i. PDK Kuala Ketil, Kedah
ii. Pertubuhan Kebajikan Anak Yatim dan Miskin Nur Hidayah, Baling,
iii. Pertubuhan Kebajikan Rumah Anak-Anak Yatim dan Miskin Al-Taqwa, Baling
iv. Rumah
2. We Bakti Ainul
also extended ourHusna (Pusat
care and Penjagaan
concern Dan Pendidikan group
to the under-privileged Anak-anak Yatim/Miskin)
as follows:
v. Madrasah Tahzi Bunnufus
i. PDK Kuala Ketil, Kedah (Pondok Ustaz Haji Awang Lanai)
vi. Pertubuhan
ii. Rumah AnakKebajikan
Yatim/ Miskin
Anak(Pertubuhan Sinar Nur
Yatim dan Miskin Kasih Darul Aitam).
Hidayah, Baling,
iii. Pertubuhan Kebajikan Rumah Anak-Anak Yatim dan Miskin Al-Taqwa, Baling
iv. Rumah Bakti Ainul Husna (Pusat Penjagaan Dan Pendidikan Anak-anak Yatim/Miskin)
v. Madrasah Tahzi Bunnufus (Pondok Ustaz Haji Awang Lanai)
vi. Rumah Anak Yatim/ Miskin (Pertubuhan Sinar6 Kasih Darul Aitam).

Charity Program at PDK Kuala Ketil, Kedah

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 35
2.
Charity Program at Rumah Bakti Ainul Husna (Pusat Penjagaan Dan Pendidikan Anak-anak Yatim/Miskin)
2.

SUSTAINABILITY STATEMENT (Cont’d)

Charity Program at Pertubuhan Kebajikan Rumah Anak-Anak Yatim


Charity Program at Pertubuhan Kebajikan Rumah Anak-Anak Yatim dan Miskin Al-Taqwa, Baling

Charity Program at Rumah Bakti Ainul Husna (Pusat Penjagaan Dan Pendidikan
Charity Program Anak-anak
at Madrasah Yatim/Miskin)
Tahzi Bunnufus (Pondok Ustaz
nul Husna (Pusat Penjagaan Dan Pendidikan
Charity Program Anak-anak
at Madrasah 2. (Pondok Ustaz Haji Awang Lanai)
Yatim/Miskin)
Tahzi Bunnufus
2.
Anak-anak Yatim/Miskin) 8
8

Charity Program at Pertubuhan Kebajikan Rumah Anak-Anak


Charity Yatim danatMiskin
Program Rumah Al-Taqwa, Baling
Anak Yatim/ Miskin (Pertubuhan S
Charity
an Rumah Anak-Anak Program
Yatim at Rumah
dan Miskin Anak Yatim/
Al-Taqwa, Baling Miskin (Pertubuhan Sinar Kasih Darul Aitam).
9
9

Charity Program at Madrasah Tahzi Bunnufus (Pondok Ustaz Haji Awang Lanai)
drasah Tahzi Bunnufus (Pondok Ustaz Haji Awang Lanai)
ang Lanai) 8
8

Charity Program at Pertubuhan Kebajikan Anak Yatim dan Misk


Charity Program at Pertubuhan Kebajikan Anak Yatim dan Miskin Nur Hidayah, Baling
Charity Program at Pertubuhan KebajikanCONCLUSIONAnak Yatim dan Miskin Nur Hidayah, Baling
CONCLUSION
CONCLUSION EKA shall continue to adopt and apply effective economic approach, en
EKA shall continue to adopt and apply effectiveresponsibility
economic approach,
and good environmental stewardship,
corporate governance social with the object
framework
EKA shalland
responsibility continue to adopt governance
good corporate and apply effective
frameworkeconomic
with approach,
the objective environmental
of enhancing stewardship,
opportunities insocial
pursuing business, environmental and social sustainability.
responsibility and good corporate governance framework
pursuing business, environmental and social sustainability. with the objective of enhancing opportunities in
pursuing business, environmental and social sustainability.
Charity Program at Rumah Anak Yatim/ Miskin (Pertubuhan Sinar Kasih Darul Aitam).
Yatim/ Miskin (Pertubuhan Sinar Kasih Darul Aitam).
9
EKA NOODLES BERHAD (583565-U)
9 36 ANNUAL REPORT 2017
STATEMENT ON RISK MANAGEMENT AND
INTERNAL CONTROL
STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

INTRODUCTION

The Board acknowledges its responsibilities for overseeing the Group’s internal control and risk
management systems and for reviewing their adequacy and effectiveness. This process lends support to
the role of the management of implementing the various policies on risk and control.

Due to limitations that are inherent in any system of internal controls, these systems are designed to
manage rather than eliminate the respective inherent risks that exist in achieving the Group’s business
objectives. Therefore, such systems of internal controls and risk management can only provide
reasonable, and not absolute, assurance against material misstatement or loss.

RISK MANAGEMENT

The Group has an on-going process for identifying, evaluating and managing principal risks. The Risk
Management Processes of the Group are summarized below:-

Risk Identification

To understand and perform analysis on the internal and external potential events that could adversely
impact the achievement of the Group’s objectives and to distinguish between risks and opportunities so
that opportunities are channeled back to the Group’s objectives-setting processes.

Risk Rating

The identified business risks are then evaluated to determine their impact on the Group’s business. This
is defined by risk assessment which involves the assessment of the LIKELIHOOD of occurrence and the
consequential IMPACT of the risk should event takes place.

Risk Treatment

Risk treatment is primarily a decision making process in completing the Risk Register. A variety of risk
management measures are used to manage the identified risks such as ACCEPT risk as it is rated,
AVOID risk from coming into existence, TRANSFER risk to another party or risk sharing and lastly
REDUCE risk with appropriate mitigation plans.

Risk Monitoring

Ongoing risk monitoring is conducted by the management to assess whether any conditions associated
with a particular risk have changed, and to ensure that action and risk mitigation plans have been
implemented. Status of action/mitigation plans are then communicated to the Audit & Risk Management
Committee. The Audit & Risk Management Committee then reported to the Board who assumes the
oversight role in relation to the Group’s risk management and the implementation of the management
actionMonitoring
Risk plans to mitigate the risks identified.
(Cont’d)

During the financial year, the new management had identified the following principal risks:

 Business Risk
 Compliance Risk
 Financial Risk

The Audit & Risk Management had reviewed the risk profiles and was satisfied with the actions taken by
the management in mitigating such risks.

INTERNAL AUDIT FUNCTION

The Company’s internal audit function is performed in-house. The internal audit review is based on the
EKA NOODLES BERHAD (583565-U)
internal audit plan approved by the Audit & Risk Management Committee.ANNUAL
TheREPORT
internal
2017 auditors report
37
directly to the Audit & Risk Management Committee.
During the financial year, the new management had identified the following principal risks:

 Business Risk
 Compliance Risk
STATEMENT
 Financial RiskON RISK MANAGEMENT AND
INTERNAL
The CONTROL
Audit & Risk Management had (Cont’d)
reviewed the risk profiles and was satisfied with the actions taken by
the management in mitigating such risks.

INTERNAL AUDIT FUNCTION

The Company’s internal audit function is performed in-house. The internal audit review is based on the
internal audit plan approved by the Audit & Risk Management Committee. The internal auditors report
directly to the Audit & Risk Management Committee.

The audit plan is developed using a risk based audit approach. A cycling approach to the internal audit
plan is used, whereby high-risk areas are audited on annual basis, and medium-to-low risk areas are
audited over 18 to 24 months cycle.

The focus on internal audit review evolves with changing risk profile, safeguarding of assets, effectiveness
and efficiency of operation, compliance with applicable laws and regulations including adding value to the
Group’s business and to improve business efficiency performance.

Upon completion, the internal audit findings, recommendations and management responses were
presented to the Audit & Risk Management Committee. Follow-up reviews will also be carried out by the
internal auditors to assess the status of implementation of the recommended action plans by the
management. The Audit & Risk Management Committee then reports on the Group’s internal control
systems to the Board.

Other internal controls embedded in the Group’s operations are as follows:

 Organisational chart of the Group with defined roles and responsibilities, levels of authority and
lines of accountability of each division.
 Standard operating procedures are in place for the Group’s day to day operations to be carried out.
 Regular management operation meetings to monitor the effectiveness of the Group’s systems of
internal control and to take actions where necessary.
 The Code of Business Conducts for the directors and employees to uphold the Group’s corporate
cultures, values, conducts and practices.
 The Whistle Blowing Policy for employees and stakeholders to communicate matters of concern in
good faith and without fear of reprisal.
 The internal audit function provides assurance on the effectiveness of the system of internal
control within the Group.
 The Audit & Risk Management Committee reviews the internal audit reports and follow-up findings
reported in previous quarters and subsequently, reports to the Board on the progress of the
internal audit function.

BOARD ASSESSMENT

The Board had received assurance from the executive director that the Group’s risk management and
internal control system is operating adequately as there were no material losses incurred based on the
risk management and internal control systems of the Group.

The Board is of the opinion that the risk management and systems of internal control are ongoing
processes. The identification, monitoring, review and reporting arrangements in place provide reasonable
assurance that the structure of controls and its operations are appropriate to the Group’s businesses.

REVIEW OF STATEMENT BY THE EXTERNAL AUDITORS

The external auditors had reviewed this statement in accordance to Paragraph 15.23 of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad.

The review was performed in accordance with Recommended Practice Guide (RPG) 5 (Revised 2015)
issued by the Malaysian Institute of Accountants. RPG 5 (Revised 2015) does not require the external
auditors to form an opinion on the adequacy and effectiveness of the risk management and internal
EKA NOODLES BERHAD (583565-U)
control systems
38 ANNUAL of the Group.
REPORT 2017

This Statement is issued in accordance with a resolution of the Board dated 22 March 2018.
The Board had received assurance from the executive director that the Group’s risk management and
internal control system is operating adequately as there were no material losses incurred based on the
risk management and internal control systems of the Group.
STATEMENT ON RISK MANAGEMENT AND
The Board is of the opinion that the risk management and systems of internal control are ongoing
INTERNAL CONTROL
processes. The identification, (Cont’d)
monitoring, review and reporting arrangements in place provide reasonable
assurance that the structure of controls and its operations are appropriate to the Group’s businesses.

REVIEW OF STATEMENT BY THE EXTERNAL AUDITORS

The external auditors had reviewed this statement in accordance to Paragraph 15.23 of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad.

The review was performed in accordance with Recommended Practice Guide (RPG) 5 (Revised 2015)
issued by the Malaysian Institute of Accountants. RPG 5 (Revised 2015) does not require the external
auditors to form an opinion on the adequacy and effectiveness of the risk management and internal
control systems of the Group.

This Statement is issued in accordance with a resolution of the Board dated 22 March 2018.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 39
ADDITIONAL COMPLIANCE
INFORMATION

UTILISATION OF PROCEEDS

During FY 2017, there were no proceeds raised by the Company from any corporate proposals.

AUDIT AND NON-AUDIT FEES

The amount of audit fees and non-audit fees paid or payable to the external auditors or a firm or
corporation affiliated to the audit firm by the Company and the Group for FY 2017 are follows:-

Group Company
(RM) (RM)
Fees paid / payable to the external auditors
Audit Fees 142,500 42,000
Non-Audit Fees - -
142,500 42,000

MATERIAL CONTRACTS

There were no material contracts with the Company and its subsidiaries involving directors and major
shareholders, either still subsisting at the end of the financial year or entered into since the date of the
previous financial year end.

RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE OR TRADING NATURE

There were no recurrent related party transactions of revenue or trading nature conducted pursuant to the
shareholders’ mandate during FY 2017.

DIRECTORS’ TRAININGS

All the directors were appointed during FY 2017 and accordingly, they had attended the Mandatory
Accreditation Programme (MAP) prescribed by Bursa Securities. In addition to the MAP, Board members
are encouraged to attend structured training and other conferences or events to keep abreast with the
latest developments of the changes in laws or regulatory and the business environment.

EKA NOODLES BERHAD (583565-U)


40 ANNUAL REPORT 2017
ADDITIONAL COMPLIANCE
INFORMATION (Cont’d)

DIRECTORS’ TRAININGS (CONT’D)

During FY 2017, the trainings attended by the directors are as follows:

Description of Trainings
Y. Bhg. Tan Sri Dato’ Seri Tan King Tai  CSP Practical Issues Under The Companies
@ Tan Khoon Hai Act 2016
 LHDNM –MEF Seminar 2017 – Taxation and
Employers
 2 Days Workshop on Companies Act 2016
 Malaysian Company Secretaries Conference
2017
 Mandatory Accreditation Programme (MAP)

Fong Yit Meng  Interpreting Financial Statement for Directors’


 Halal Certification Standards Compliance 2017
 Food Control Course
 Integrated, Interactive & intelligent excel Models
for Business Analytics and reporting (i3BAR)
 ISO 9001:2015 QMS Standard Requirement &
Awareness Training
 Mandatory Accreditation Programme (MAP)

Leong Woay Hong @ Neoh Woay Hong  2018 Budget Seminar


 MPERS A Comprehensive And Practical
Approach
 2017 Capital Market And Financial Solution
 GST & Customs health Check From legal And
Operational Perspective
 Unclaimed Money Act 1965
 Estate Planning And Benefits Of Setting Up
Hibah / Trust
 Budget 2017 Tax And Business Update
 Mandatory Accreditation Programme (MAP)

Lim Choo Hooi  ISO 9001:2015 QMS Standard Requirement &


Awareness Training
 Mandatory Accreditation Programme (MAP)

Dato’ Dr. Chin Yew Sin (JP)  9th World Chinese Economic Summit
 Mandatory Accreditation Programme (MAP)

Khairuddin Bin Jaflus  Mandatory Accreditation Programme (MAP)

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 41
DIRECTORS’ REPORT
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)

DIRECTORS’ REPORT

The Directors hereby submit their report together with the audited financial statements of the
Group and of the Company for the financial year ended 31 December 2017.

PRINCIPAL ACTIVITY

The Company is principally engaged in the business of investment holding. The principal
activities of the subsidiaries are set out in Note 9 to the financial statements.

There have been no significant changes in the nature of these activities during the financial
year. Since January 2017, all of the Company subsidiaries temporarily ceased operation.
However, 3 of the subsidiaries continued its operation in May and August during the year.

FINANCIAL RESULTS
Group Company
RM RM

Loss for the financial year 5,165,493 13,775,328

Attributable to:
Owners to the company 5,165,493 13,775,328

DIVIDENDS

There were no dividends proposed, declared or paid by the Company since the end of the
previous financial year. The directors also do not recommend any final dividend in respect of the
current financial year.

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the financial year are disclosed in
the financial statements.

ISSUE OF SHARES AND DEBENTURES

The Company did not issue any shares and debentures during the year.

WARRANTS

The salient terms of the warrants are disclosed in Note 18 to the financial statements.

EKA NOODLES BERHAD (583565-U)


42 ANNUAL REPORT 2017
DIRECTORS’ REPORT (Cont’d)
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)

OPTIONS GRANTED OVER UNISSUED SHARES

During the financial year, no options were granted by the Company to any person to take up
any unissued shares in the Company.

BAD AND DOUBTFUL DEBTS

Before the financial statements of the Group and of the Company were made out, the Directors
took reasonable steps to ascertain that action had been taken in relation to the writing off the
bad debts and the making of allowance for impairment losses on receivables, and satisfied
themselves that all known bad debts had been written off and that adequate allowance had
been made for impairment losses on receivables.

At the date of this report, the Directors are not aware of any circumstances that would require
the further writing off of bad debts, or the additional allowance for the impairment losses on
receivables in the financial statements of the Group and of the Company.

CURRENT ASSETS

Before the financial statements of the Group and of the Company were made out, the Directors
took reasonable steps to ascertain that any current assets other than debts, which were unlikely
to be realised in the ordinary course of business, including their value as shown in the
accounting records of the Group and of the Company, have been written down to an amount
which there might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances that would render
the values attributed to the current assets in the financial statements misleading.

VALUATION METHODS

At the date of this report, the Directors are not aware of any circumstances which have arisen
which render adherence to the existing of the valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES

The contingent liabilities are disclosed in Note 27 to the financial statements. At the date of this
report, there was: -

(a) Charge on the assets of the Group and of the Company that has arisen since the end of
the financial year which secures the liabilities of any other person; or

(b) Contingent liability of the Group and of the Company which has arisen since the end of
the financial year.

No contingent or other liability of the Group and of the Company has become enforceable or is
likely to become enforceable with in the year of twelve months after the end of the financial year
which, in the opinion of the Directors, will or may substantially affect the ability of the Group and
of the Company to meet their obligations when the fall due.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 43
DIRECTORS’ REPORT (Cont’d)
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)

CHANGE OF CIRCUMSTANCES

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt
with in this report or the financial statement of the Group and of the Company which would
render any amount stated in the financial statement misleading.

ITEMS OF AN UNUSUAL NATURE

The results of the operations of the Group and of the Company during the financial year were
not in the opinion of the Directors, substantially affected by any item, transaction or event of a
material and unusual nature.

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, in the opinion of
the Directors, to affect substantially the results of the operations of the Group and of the
Company for the financial year.

DIRECTORS

The Directors in office since the date of the last report:-

Fong Yit Meng (Appointed w.e.f 14 March 2017)


Leong Woay Hong @ Neoh Woay Hong (Appointed w.e.f 14 March 2017
Lim Choo Hooi (Appointed w.e.f 14 March 2017)
Dato’ Dr. Chin Yew Sin (JP) (Appointed w.e.f 14 March 2017)
Tan Sri Dato’ Seri Tan King Tai @ Tan Khoon Hai (Appointed w.e.f on 8 May 2017)
Khairuddin Bin Jaflus (Appointed w.e.f 11 May 2017)
Dato’ Sohaimi Bin Shahadan (Resigned w.e.f 2 May 2017)
Dato’ Sri Chin Seak Huat (JP) (Resigned w.e.f 2 May 2017)
Yee Yit Yang (Resigned w.e.f 25 April 2017)
Raja Nazrin Bin Raja Ghazilla (Resigned w.e.f 14 March 2017)
Dato’ Ahmad Zaffry Bin Sulaiman (Resigned w.e.f 14 March 2017)

DIRECTORS’ INTERESTS

According to the register of the Directors’ shareholdings, the interests of Directors holding office
at the end of the financial year in shares and options over shares of the company and its related
corporations during the financial year are as follows: -

Ordinary shares of RM0.15 each


Name of directors As at As at
1 January 31 December
2017 Bought Sold 2017
Direct interest
Fong Yit Meng - 7,125,700 - 7,125,700
Dato' Sri Chin Seak Huat (JP) 33,300,000 - (33,300,000) -
Indirect interest
Tan Sri Dato' Seri Tan King Tai @
Tan Khoon Hai* - 61,300,000 - 61,300,000
Leong Woay Hong @ Neoh
Woay Hong** - 50,000 - 50,000
*Deemed interest through Vibrant Class Sdn. Bhd.
**Indirect interest through his spouse

EKA NOODLES BERHAD (583565-U)


44 ANNUAL REPORT 2017
DIRECTORS’ REPORT (Cont’d)
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)

DIRECTORS’ INTERESTS (CONT’D)

The Directors, by virtue of their interest in shares of the Company, are also deemed to have
interests in shares of the subsidiaries to the extent that the Company has an interest.

Other than as disclosed above and according to the register of directors’ shareholdings, none of
the Directors in office at the end of the financial year hold any interest in shares and options
over ordinary shares in the Company and its related corporations during the financial year.

DIRECTORS’ BENEFITS

During and at the end of the financial year, there is no arrangement subsisted to which the
Company or its related companies 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.

Since the date of the last report, no Director has received or become entitled to receive any
benefit by reason of a contract made by the Company or a related corporation with the Director
or with a firm of which he is a member, or with a company in which he has a substantial
financial interest.

DIRECTORS’ REMUNERATION

The amounts of the remunerations of the Directors or past Directors of the Group and the
Company comprising remunerations received/receivable from the Group and the Company
during the year are as follows:

Group Company
RM RM

Remuneration 389,120 381,349

IDEMNIFYING DIRECTORS, OFFICERS OR AUDITORS

No indemnities have been given or insurance premiums paid, during or since the end of the
year, for any person who is or has been the director, officer or auditor of the Group and of the
Company.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 45
DIRECTORS’ REPORT (Cont’d)
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)

OTHER STATUTORY INFORMATION

Before the statement of profit or loss and other comprehensive income and statement of
financial position of the Group and of the Company were made out, the Directors took
reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts
and the making of allowance for doubtful debts, and had satisfied themselves that no
known bad debts need to be written off and that adequate allowance had been made for
doubtful debts; and

(b) to ensure that any current assets which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.

(c) which would render the values attributed to current assets in the financial statements of
the Group and of the Company misleading; or

(d) which have arisen which render adherence to the existing method of valuation of assets
or liabilities of the Group and of the Company misleading or inappropriate; or

(e) not otherwise dealt with in this report or financial statements which would render any
amount stated in the financial statements of the Group and of the Company misleading.

No contingent or other liability has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the year which, in the opinion of the Directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations
as and when they fall due.

No item, transaction or event of a material and unusual nature has arisen in the interval
between the end of the year and the date of this report which is likely to affect substantially the
results of operations of the Company for the succeeding year.

AUDITORS’ REMUNERATION

The total amounts paid to or receivable by the auditors as remunerations for their services as
auditors are as follows:

Group Company
RM RM

Statutory audit 142,500 42,000

EKA NOODLES BERHAD (583565-U)


46 ANNUAL REPORT 2017
DIRECTORS’
Company No: 583565-UREPORT (Cont’d)

EKA NOODLES BERHAD


(Incorporated in Malaysia)

AUDITORS

The auditors, AFRIZAN TARMILI KHAIRUL AZHAR, have expressed their willingness to
continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors,

FONG YIT MENG


Director

TAN SRI DATO’ SERI TAN KING TAI @ TAN KHOON HAI
Director

Kuala Lumpur, Malaysia

Date : 22 Mar 2018

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 47
(Incorporated in Malaysia)
We, FONG YIT MENG and TAN SRI DATO’ SERI TAN KING TAI @ TAN KHOON HAI, being
Company
STATEMENT No: 583565-U
BY DIRECTORS
two of the Directors of EKA NOODLES BERHAD, do hereby state that, in the opinion of the
PURSUANT TO SECTION 251
Directors, the accompanying (2) OF THE
financial COMPANIES
statements ACT,
are drawn up2016
in accordance with Malaysian
EKA NOODLES BERHAD
Financial
(Incorporated Reporting
in Malaysia) Standards, International Financial Reporting Standards and the
STATEMENT
We, FONG YIT
requirements of MENG BY and
Companies DIRECTORS
TAN SRI DATO’
Act 2016 SERIsoTAN
in Malaysia KING
as to giveTAI @ TAN
a true KHOON
and fair HAI,
view of the being
state
two of
Pursuantthe Directors
of affairs oftothe
Section of
Group 251EKA NOODLES
and (2) of
of the The BERHAD,
Companies
Company do
as at 31Act,hereby
2016
December state
2017 and of the results of
that, in the opinion of the
the
STATEMENT
Directors, BY DIRECTORS
operationsthe andaccompanying
the cash flows financial statements
for the financial areended
period drawnonup
thatin date.
accordance with Malaysian
PURSUANT TO SECTION
Financial Reporting 251 (2) OF
Standards, THE COMPANIES
International ACT,
Financial 2016
Reporting Standards and the
requirements
Signed on behalf of Companies
of the BoardActin 2016 in Malaysia
accordance with aso as to give
resolution of athe
true and fair view of the state
Directors,
We,
of FONG
affairs of YIT MENG and
the Group and of
TANtheSRI DATO’as
Company SERI TAN
at 31 KING TAI
December @ TAN
2017 and ofKHOON HAI, of
the results being
the
two of the Directors of EKA NOODLES BERHAD, do hereby
operations and the cash flows for the financial period ended on that date.state that, in the opinion of the
Directors, the accompanying financial statements are drawn up in accordance with Malaysian
Financial Reporting
Signed on behalf of theStandards, International
Board in accordance with aFinancial Reporting
resolution of Standards and the
the Directors,
requirements of Companies Act 2016 in Malaysia so as to give a true and fair view of the state
of affairs of the Group and of the Company as at 31 December 2017 and of the results of the
operations and the cash flows for the financial period ended on that date.

Signed on behalf of the Board in accordance with a resolution of the Directors,


FONG YIT MENG
Director

FONG YIT MENG


Director

FONG YIT MENG


TAN SRI DATO’ SERI TAN KING TAI @ TAN KHOON HAI
Director
Director

TAN
KualaSRI DATO’Malaysia
Lumpur, SERI TAN KING TAI @ TAN KHOON HAI
Director
Company No: 583565-U
Date: 22 Mar 2018
Company
EKA No: 583565-U
KualaNOODLES
Lumpur, Malaysia
BERHAD
TAN SRI DATO’
(Incorporated SERI TAN KING TAI @ TAN KHOON HAI
in Malaysia)
EKA NOODLES BERHAD
Director
(Incorporated in Malaysia)
Date: 22 Mar 2018
STATUTORY DECLARATION
STATUTORY
PURSUANT TO SECTION
STATUTORY DECLARATION
Kuala Lumpur,DECLARATION
Malaysia
251 (1)(b) OF THE COMPANIES ACT, 2016
Pursuant to Section
PURSUANT TO SECTION 251 251 (2) of TheOF
(1)(b) Companies Act, 2016
THE COMPANIES ACT, 2016
I, FONG YIT MENG, being the director primarily responsible for the financial management of
EKA NOODLES BERHAD, do solemnly and sincerely declare that the accompanying financial
I, FONG
Date: YIT 2018
22 Mar MENG, being the director primarily responsible for the financial management of
statements, are to the best of my knowledge and belief, correct and I make this solemn
EKA NOODLES BERHAD, do solemnly and sincerely declare that the accompanying financial
declaration conscientiously believing the same to be true, and by virtue of the provisions of the
statements, are to the best of my knowledge and belief, correct and I make this solemn
Statutory Declarations Act, 1960.
declaration conscientiously believing the same to be true, and by virtue of the provisions of the
Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the }
above named at Kuala Lumpur in this }
Subscribed and solemnly declared by the }
Federal Territory on 22 Mar 2018 }
above named at Kuala Lumpur in this }
FONG YIT MENG
Federal Territory on 22 Mar 2018 }
7 FONG YIT MENG

Before me,
7
Before me,

Commissioner for Oaths


7
Commissioner for Oaths
Kuala Lumpur, Malaysia
Kuala Lumpur, Malaysia
EKA NOODLES BERHAD (583565-U)
48 ANNUAL REPORT 2017
Company No: 583565-U
INDEPENDENT AUDITORS’ REPORT
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD

Report on the Audit of the Financial Statements


Opinion
We have audited the financial statements of EKA Noodles Berhad, which comprise the
statements of financial position as at 31 December 2017 of the Group and 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 year then ended,
and notes to the financial statements, including a summary of significant accounting, as set out
on pages 55 to 113.

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 31 December 2017, and of their financial
performance and their cash flows for the year then ended in accordance with Malaysian
Financial Reporting Standards and the requirements of the Companies Act 2016 in Malaysia.

Basis for Opinion

We conducted our audit in accordance with approved standards on auditing in Malaysia and
International Standards on Auditing. Our responsibilities under those standards are further
described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of
our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Independence and Other Ethical Responsibilities

We are independent of the Group and of the Company in accordance with the By-Laws (on
Professional Ethics, Conduct and Practice) of the Malaysian Institute of Accountants (“By-
Laws”) and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountant (“IESBA Code”), and we have fulfilled our other ethical responsibilities
in accordance with the By-Laws and the IESBA Code.

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 49
EKA NOODLES BERHAD
(Incorporated in Malaysia)

Company No: 583565-U


INDEPENDENT AUDITORS’ REPORT (Cont’d)
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD (CONT’D)

Material Uncertainty Related to Going Concern

We draw attention to Note 2 to the financial statements which disclosed the premise upon which
the Group and the Company has prepared its financial statements by applying the going
concern assumption, notwithstanding that the Group and the Company incurred a net loss of
RM5,165,493 and of RM 13,775,328 respectively during the financial year ended 31 December
2017, and as at that date, the Group and the Company’s current liabilities exceeded its current
assets by RM77,125,700 and RM66,588,718 respectively and deficits of shareholders’ funds of
RM26,771,712 and RM59,343,790 respectively, thereby indicating the existence of a material
uncertainty which may cast significant doubt about the Group’s and the Company’s ability to
continue as a going concern. Our opinion is not modified in respect of this matter.

The Group and the Company has been categorised as Practice Note 17 (“PN17”) company and
is required to submit its regularisation plan to the regulatory authorities pursuant to the Listing
Requirements of Bursa Securities Malaysia Berhad (“Bursa Malaysia”). On 14 March 2018,
Bursa Malaysia granted the Company an extension of time of up to 31 May 2018 for the
submission of the proposed Regularisation Plan to Bursa Malaysia. The details of the
regularisation plan are disclosed in Note 31.1 to the financial statements. The ability of the
Group and of the Company to continue as going concerns is dependent upon successful and
timely implementation of the regularisation plan.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the Group and of the Company for the
current year. These matters were addressed in the context of our audit of the financial
statements of the Group and of the Company as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. In addition to the matter described
in the Material Uncertainty Related to Going Concern section, we have determined the matters
described below to be the key audit matters to be communicated in our report.

1. Impairment assessment on the carrying amount of property, plant and equipment

The Group carries significant property, plant and equipment as disclosed in Note 8 to the
financial statements and is subject to impairment assessment. We have focused on the
impairment assessments as the process is complex and its require significant judgements
and estimates of the future results and key assumptions which are based on assumptions
that are affected by expected future market and economic conditions in determining their
recoverable amounts.

Our audit approach to address the key audit matters:

 Assessing the Group’s calculation of the recoverable amount of property, plant and
equipment assets by comparing to the current market value of all those assets.
 Making inquiries of management regarding the action plans to realise the carrying
amount.
 Evaluate the adequacy and appropriateness of disclosure of impairment
assessment made in the financial statements.
10

EKA NOODLES BERHAD (583565-U)


50 ANNUAL REPORT 2017
EKA NOODLES BERHAD
(Incorporated in Malaysia)

Company No: 583565-U


INDEPENDENT AUDITORS’ REPORT (Cont’d)
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD (CONT’D)

Key Audit Matters (cont’d)

2. Contingent liabilities relating to material litigations

We focused on this area because of the potential significance of the contingent liabilities.
The assessment as to whether or not a liability should be recognised and whether
amounts can be reliably estimated includes, to a certain extent, judgment from
management.

Our audit approach to address the key audit matters:

 Communicate with the management and review of board minutes to discuss


developments in legal proceedings
 Review legal correspondences and obtained confirmations from the Group’s
external solicitors in order to consider the appropriateness of the disclosures made
in the Group financial statements.

Information Other than the Financial Statement and Auditors’ Report Thereon

The directors of the Company are responsible for the other information. The other information
comprises the Directors’ Report but does not include the financial statements of the Group and
of the Company and our auditors’ report thereon.

Our opinion on the financial statements of the Group and of the Company does not cover the
Directors’ Report 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 Directors’ Report and, in doing so, consider whether the Directors’
Report 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
the Directors’ Report, we are required to report that fact. We have nothing to report in this
regard.

11

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 51
EKA NOODLES BERHAD
(Incorporated in Malaysia)

Company No: 583565-U


INDEPENDENT AUDITORS’ REPORT (Cont’d)
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD (CONT’D)

Responsibilities of the Directors for the Financial Statements

The directors of the Company are responsible for the preparation of financial statements of the
Group and of the Company that give a true and fair view in accordance with Malaysian Financial
Reporting Standard and the requirements of 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.

Auditors’ Responsibilities for the Audit of the Financial Statements


Our objectives are to obtain reasonable assurance about whether the financial statements of the
Group and of the Company as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
approved standards on auditing in Malaysia and International Standards on Auditing will always
detect a material misstatement when it exist. Misstatement can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with approved standards on auditing in Malaysia and


International Standards on Auditing, we exercise professional judgement and maintain
professional scepticism throughout the audit. We also:

i) 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.

ii) 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 the Company’s internal
control.

12

EKA NOODLES BERHAD (583565-U)


52 ANNUAL REPORT 2017
EKA NOODLES BERHAD
(Incorporated in Malaysia)

Company No: 583565-U


INDEPENDENT AUDITORS’ REPORT (Cont’d)
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD (CONT’D)

Auditors’ Responsibilities for the Audit of the Financial Statements (cont’d)

iii) Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the directors.

iv) Conclude on the appropriateness of the directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s or
the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the financial statements of the Group and 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.

v) 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.

vi) Obtain sufficient appropriate audit evidence regarding the financial information of the
entities or business activities within the Group to express an opinion on the financial
statements of the Group. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where
applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of
most significance in the audit of the financial statements of the Group and of the Company for
the current year and are therefore the key audit matters. We describe these matters in our
auditors’ report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.

13

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 53
EKA NOODLES BERHAD
(Incorporated in Malaysia)

Company No: 583565-U


INDEPENDENT AUDITORS’ REPORT (Cont’d)
To the Members
INDEPENDENT of Eka Noodles
AUDITORS’ REPORTBerhad
TO THE MEMBERS OF EKA NOODLES BERHAD (CONT’D)

Other Matters

This report is made solely to the members of the Group and 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.

AFRIZAN TARMILI KHAIRUL AZHAR MOHD AFRIZAN HUSAIN


AF : 1300 Chartered Accountant
Chartered Accountants (Malaysia) 01805/11/2018 J
Partner
Kuala Lumpur, Malaysia

Date: 22 Mar 2018

14

EKA NOODLES BERHAD (583565-U)


54 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
STATEMENTS OF PROFIT OR LOSS AND
OTHER
STATEMENT COMPREHENSIVE INCOME
OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR
For theTHE FINANCIAL
Financial Year YEAR
EndedENDED 31 DECEMBER
31 December 2017 2017
Group Company
2017 2016 2017 2016
Note RM RM RM RM

Revenue 4 13,154,099 23,909,858 - -


Cost of sales (14,030,316) (32,100,191) - -
Gross loss (876,217) (8,190,333) - -

Other income 6,227,129 948,171 1,009,612 1,836,000


Administrative expenses (6,648,066) (23,109,497) (14,692,802) (49,151,100)
Loss from operations (1,297,154) (30,351,659) (13,683,190) (47,315,100)

Finance cost (3,709,834) (4,087,513) (92,138) (3,699)


Loss before tax 5 (5,006,988) (34,439,172) (13,775,328) (47,318,799)

Tax expense 6 (158,505) 332,757 - -


Loss and other
comprehensive expenses for
the financial year (5,165,493) (34,106,415) (13,775,328) (47,318,799)

Loss and other


comprehensive expenses for
the financial year
attributable to:-
Owner of the Company (5,165,493) (34,106,415) (13,775,328) (47,318,799)
Loss and other
comprehensive expenses for
the financial year (5,165,493) (34,106,415) (13,775,328) (47,318,799)

Loss per share (Cent) 7


Basic (1.66) (10.93)
Diluted Not applicable Not applicable

The accompanying notes form an integral part of the financial statements


15

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 55
Company No: 583565-U

EKA NOODLES BERHAD


STATEMENTS OF FINANCIAL POSITION
(Incorporated in Malaysia)
As at 31 December 2017
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Non Current Assets
Property, plant and equipment 8 50,656,115 - 4,292 -
Investment in subsidiaries 9 - - 7,240,635 -
Other investment 10 1 - 1 -
Intangible assets 11 1 - - -
Total Non Current Assets 50,656,117 - 7,244,928 -

Current Assets
Property, plant and equipment 8 - 57,990,900 - 109,064
Investment in subsidiaries 9 - - - 18,640,637
Other investment 10 - 1 - 1
Intangible assets 11 - 1 - -
Inventories 12 1,701,402 - - -
Trade receivables 13 1,511,403 - - -
Other receivables, deposits
and prepayments 14 1,355,637 609,198 174,990 -
Tax recoverable - 59,451 - -
Cash and bank balances 15 413,754 511,219 12,741 72,880
Total Current Assets 4,982,196 59,170,770 187,731 18,822,582

Total Assets 55,638,313 59,170,770 7,432,659 18,822,582

Equity
Share capital 16 46,800,000 46,800,000 46,800,000 46,800,000
Share premium 17 3,600,000 3,600,000 3,600,000 3,600,000
Reserve 18 14,041,732 14,041,732 4,837,366 4,837,366
Accumulated losses (91,213,444) (86,047,951) (114,581,156) (100,805,828)
Total Equity (26,771,712) (21,606,219) (59,343,790) (45,568,462)

The accompanying notes form an integral part of the financial statements


16

EKA NOODLES BERHAD (583565-U)


56 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


STATEMENTS OF FINANCIAL POSITION (Cont’d)
(Incorporated in Malaysia)
As at 31 December 2017
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2017 (CONT’D)

Group Company
2017 2016 2017 2016
Note RM RM RM RM
Non Current Liabilities
Hire purchase payables 19 302,129 - - -
Total Non Current Liabilities 302,129 - - -

Current Liabilities
Hire purchase payables 19 71,869 535,206 - 76,234
Bank borrowings 20 69,554,126 58,662,769 63,832,277 53,400,163
Deferred taxation 21 - - - -
Trade payables 22 8,836,250 8,570,508 - -
Other payables and accruals 23 3,390,168 12,957,363 738,685 10,914,647
Provision for taxation 255,483 51,143 - -
Amount due to subsidiaries - - 2,205,487 -
Total Current Liabilities 82,107,896 80,776,989 66,776,449 64,391,044
Total Liabilities 82,410,025 80,776,989 66,776,449 64,391,044
Total Equity and Liabilities 55,638,313 59,170,770 7,432,659 18,822,582

The accompanying notes form an integral part of the financial statements


17

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 57
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

<-------------------------------- Non-Distributable ------------------------------------> Distributable

58
Company No: 583565-U
Attributable to
EKA NOODLES BERHADShare Share Capital Revaluation Warrant Other Accumulated owners of the Total
(Incorporated in Malaysia)
capital premium reserve reserve reserve reserve losses company equity
Group RM RM RM RM RM RM RM RM RM

ANNUAL REPORT 2017


STATEMENT OF CHANGES IN EQUITY
January
1FOR THE2016 46,800,000
FINANCIAL YEAR ENDED 3,600,000 4,837,366
31 DECEMBER 2017 9,204,366 6,000,000 (6,000,000) (51,941,536) 12,500,196 12,500,196

Loss for the financial year -


-<-------------------------------- -
- Non-Distributable - - (34,106,415)
------------------------------------> (34,106,415)
Distributable (34,106,415)

EKA NOODLES BERHAD (583565-U)


31 December 2016 46,800,000 3,600,000 4,837,366 9,204,366 6,000,000 (6,000,000) (86,047,951) (21,606,219) (21,606,219)
Attributable to
1 January 2017 Share
46,800,000 Share
3,600,000 Capital
4,837,366 Revaluation
9,204,366 6,000,000 Warrant
(6,000,000) Other Accumulated
(86,047,951) (21,606,219)owners of the
(21,606,219) Total
capital premium reserve reserve reserve reserve losses company equity
Group
Loss for the financial year RM
- - RM - RM - RM - RM - RM
(5,165,493) RM(5,165,493) RM
(5,165,493) RM
1 January 2016 46,800,000 3,600,000 4,837,366 9,204,366 6,000,000 (6,000,000) (51,941,536) 12,500,196 12,500,196
31 December 2017 46,800,000 3,600,000 4,837,366 9,204,366 6,000,000 (6,000,000) (91,213,444) (26,771,712) (26,771,712)
Loss for the financial year - - - - - - (34,106,415) (34,106,415) (34,106,415)
For the Financial Year Ended 31 December 2017

31 December 2016 46,800,000 3,600,000 4,837,366 9,204,366 6,000,000 (6,000,000) (86,047,951) (21,606,219) (21,606,219)
STATEMENT OF CHANGES IN EQUITY

1 January 2017 46,800,000 3,600,000 4,837,366 9,204,366 6,000,000 (6,000,000) (86,047,951) (21,606,219) (21,606,219)

Loss for the financial year - - - - - - (5,165,493) (5,165,493) (5,165,493)

The accompanying notes form an integral part of the financial statements


31 December 2017 46,800,000 3,600,000 4,837,36618 9,204,366 6,000,000 (6,000,000) (91,213,444) (26,771,712) (26,771,712)

The accompanying notes form an integral part of the financial statements


18
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

<----------------------------- Non-Distributable ----------------------------> Distributable


Company No: 583565-U
Share Share Warrant Other Capital Accumulated Total
EKA NOODLES BERHAD
(Incorporated in Malaysia) capital premium reserve reserve reserve losses equity
Company RM RM RM RM RM RM RM
STATEMENT OF CHANGES IN EQUITY
1 January
FOR THE 2016
FINANCIAL YEAR ENDED 31 46,800,000 3,600,000
DECEMBER 2017 (CONT’D)6,000,000 (6,000,000) 4,837,366 (53,487,029) 1,750,337

Loss for the financial year <-----------------------------


- - Non-Distributable
- ---------------------------->
- - (47,318,799)
Distributable (47,318,799)

31 December 2016/1 January 2017 Share


46,800,000 Share
3,600,000 Warrant
6,000,000 Other
(6,000,000) Capital
4,837,366 (100,805,828) Total
Accumulated (45,568,462)
capital premium reserve reserve reserve losses equity
Loss for the financial year
Company RM- RM- RM- RM- RM- RM
(13,775,328) RM
(13,775,328)

31 December
1 January 2017
2016 46,800,000 3,600,000
46,800,000 3,600,000 6,000,000
6,000,000 (6,000,000)
(6,000,000) 4,837,366
4,837,366 (114,581,156) 1,750,337
(53,487,029) (59,343,790)

Loss for the financial year - - - - - (47,318,799) (47,318,799)


For the Financial Year Ended 31 December 2017

31 December 2016/1 January 2017 46,800,000 3,600,000 6,000,000 (6,000,000) 4,837,366 (100,805,828) (45,568,462)

Loss for the financial year - - - - - (13,775,328) (13,775,328)

31 December 2017 46,800,000 3,600,000 6,000,000 (6,000,000) 4,837,366 (114,581,156) (59,343,790)


STATEMENT OF CHANGES IN EQUITY (Cont’d)

The accompanying notes form an integral part of the financial statements


19

ANNUAL REPORT 2017


EKA NOODLES BERHAD (583565-U)
59
The accompanying notes form an integral part of the financial statements
19
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
STATEMENTS OF CASH FLOWS
Company No: 583565-U
For the Financial
STATEMENT Year FLOWS
OF CASH Ended 31 December 2017
EKA THE
FOR NOODLES BERHAD
FINANCIAL YEAR ENDED 31 DECEMBER 2017
(Incorporated in Malaysia)
Group Company
STATEMENT OF CASH FLOWS 2017 2016 2017 2016
FOR THE FINANCIAL YEAR ENDED 31
Note DECEMBER
RM 2017 RM RM RM
Cash flows from/(used in)
Group Company
operating activities
2017 2016 2017 2016
Loss before taxation (5,006,988) (34,439,172) (13,775,328) (47,318,799)
Note RM RM RM RM
Adjustments for:
Cash flows from/(used in)
Allowance for impairment loss on
operating activities
-trade receivables - 8,147,783 - -
Loss before taxation (5,006,988) (34,439,172) (13,775,328) (47,318,799)
-other receivables - 2,210,036 - -
Adjustments for:
Depreciation charge for the year 3,128,169 7,326,780 4,022 20,272
Allowance for impairment loss on
Property, plant and equipment
-trade receivables - 8,147,783 - -
written off 3,718,098 - - -
-other receivables - 2,210,036 - -
(Gain)/loss on disposal property,
Depreciation charge for the year 3,128,169 7,326,780 4,022 20,272
plant and equipment (498,011) (32,867) 27,130 -
Property, plant and equipment
Impairment of subsidiary
written off 3,718,098 - - -
winding up - - 11,600,000 -
(Gain)/loss on disposal property,
Impairment loss on amount
plant and equipment (498,011) (32,867) 27,130 -
intangible assets - 97,610 - -
Impairment of subsidiary
Impairment loss on property,
winding up - - 11,600,000 -
plant and equipment - 2,908,775 - -
Impairment loss on amount
Impairment loss on
intangible assets - 97,610 - -
subsidiaries - - - 46,179,731
Impairment loss on property,
Interest income - (163,178) - -
plant and equipment - 2,908,775 - -
Interest expense 3,976,693 4,087,515 358,997 3,699
Impairment loss on
Operating profit/(loss) before
subsidiaries - - - 46,179,731
working capital changes 5,317,961 (9,856,718) (1,785,179) (1,115,097)
Interest income - (163,178) - -
Changes in inventories (1,701,402) 6,156,740 - -
Interest expense 3,976,693 4,087,515 358,997 3,699
Changes in trade and
Operating profit/(loss) before
other receivables (2,257,842) 7,244,708 (174,990) -
working capital changes 5,317,961 (9,856,718) (1,785,179) (1,115,097)
Changes in amount
Changes in inventories (1,701,402) 6,156,740 - -
due to subsidiaries - - 2,205,487 -
Changes in trade and
Changes in trade and
other receivables (2,257,842) 7,244,708 (174,990) -
other payables 774,365 (2,792,219) 2,897,155 101,940
Changes in amount
Cash generated from/(used in) operation 2,133,082 752,511 3,142,473 (1,013,157)
due to subsidiaries - - 2,205,487 -
Interest received - 124,187 - -
Changes in trade and
Interest paid - (498,985) - (3,699)
other payables 774,365 (2,792,219) 2,897,155 101,940
Tax paid (105,286) (93,533) - -
Cash generated from/(used in) operation 2,133,082 752,511 3,142,473 (1,013,157)
Net cash from/(used in)
Interest received - 124,187 - -
operating activities 2,027,796 284,180 3,142,473 (1,016,856)
Interest paid - (498,985) - (3,699)
Tax paid (105,286) (93,533) - -
Net cash from/(used in)
operating activities 2,027,796 284,180 3,142,473 (1,016,856)

The accompanying notes form an integral part of the financial statements


20

The accompanying notes form an integral part of the financial statements


20
EKA NOODLES BERHAD (583565-U)
60 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
STATEMENTS OF CASH FLOWS (Cont’d)
For the Financial
STATEMENT
Company
Year Ended
OF CASH
No: 583565-U FLOWS31 December 2017
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)
EKA NOODLES BERHAD
(Incorporated in Malaysia) Group Company
2017 2016 2017 2016
STATEMENT OF CASH FLOWS Note RM RM RM RM
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)
Cash flows from/(used in)
investing activities
Group Company
Purchase of property, plant and
2017 2016 2017 2016
equipment (87,091) (125,902) - -
Note RM RM RM RM
Proceed from disposal of property,
Cash flows from/(used in)
plant and equipment 1,073,620 33,934 73,620 -
investing activities
Increase in investment
Purchase of property, plant and
of subsidiaries - - (199,998) -
equipment (87,091) (125,902) - -
Withdrawal of fixed deposit - 1,100,000 - -
Proceed from disposal of property,
Advance to subsidiaries - - - (3,221,916)
plant and equipment 1,073,620 33,934 73,620 -
Net cash from/(used in) investing
Increase in investment
activities 986,529 1,008,032 (126,378) (3,221,916)
of subsidiaries - - (199,998) -
Withdrawal of fixed deposit - 1,100,000 - -
Cash flows (used in)/from
Advance to subsidiaries - - - (3,221,916)
financing activities
Net cash from/(used in) investing
Repayment of hire purchases (111,790) (77,703) (76,234) (15,249)
activities 986,529 1,008,032 (126,378) (3,221,916)
(Repayment)/proceed of term loans (3,000,000) (1,611,160) (3,000,000) 3,907,119
Net cash from/(used in) financing
Cash flows (used in)/from
activities (3,111,790) (1,688,863) (3,076,234) 3,891,870
financing activities
Repayment of hire purchases (111,790) (77,703) (76,234) (15,249)
Net decrease in cash and
(Repayment)/proceed of term loans (3,000,000) (1,611,160) (3,000,000) 3,907,119
bank balances (97,465) (396,651) (60,139) (189,092)
Net cash from/(used in) financing
activities (3,111,790) (1,688,863) (3,076,234) 3,891,870
Cash and bank balances as at
beginning of the financial year 511,219 907,870 72,880 261,973
Net decrease in cash and
bank balances (97,465) (396,651) (60,139) (189,092)
Cash and bank balances as at
end of the financial year 15 413,754 511,219 12,741 72,880
Cash and bank balances as at
beginning of the financial year 511,219 907,870 72,880 261,973

Cash and bank balances as at


end of the financial year 15 413,754 511,219 12,741 72,880

The accompanying notes form an integral part of the financial statements

21

The accompanying notes form an integral part of the financial statements

EKA NOODLES BERHAD (583565-U)


21 ANNUAL REPORT 2017 61
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017

1. GENERAL INFORMATION

The Company is a public company limited by share and is incorporated under the
Companies Act, 1965 in Malaysia. The domicile of the Company is Malaysia.

The registered office of the Company is located at 51-21-A, Menara BHL Bank, Jalan
Sultan Ahmad Shah, 10050 Penang. The principal place of business is located at Lot
208 Phase II, Kuala Ketil Industrial Estate 09300 Kuala Ketil, Kedah Darul Aman.

The Company is principally engaged in the business of investment holding. The principal
activities of the subsidiaries are set out in Note 9 to the financial statement. There have
been no significant changes in the nature of these activities during the financial year.
Since January 2017, all of the Company subsidiaries temporarily ceased operation.
However, 3 of the subsidiaries continued its operation in May and August during the
year.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

a) Statement of compliance

The financial statements of the Company have been prepared in accordance with
the Malaysian Financial Reporting Standards (“MFRS”), International Financial
Reporting Standards and the requirements of Companies Act 2016 in Malaysia.

The accompanying financial statements have been prepared assuming that the
Group and the Company will continue as a going concern which contemplates
the realisation of assets and settlement of liabilities in the normal course of
business.

During the financial year, the Group and the Company has prepared its financial
statements by applying the going concern assumption, notwithstanding that the
Group and the Company incurred a net loss of RM5,165,493 and of RM
13,775,328 respectively during the financial year ended 31 December 2017, and
as at that date, the Group and the Company’s current liabilities exceeded its
current assets by RM77,125,700 and RM66,588,718 respectively and deficits of
shareholders’ funds of RM26,771,712 and RM59,343,790 respectively, thereby
indicating the existence of a material uncertainty which may cast significant doubt
about the Group’s and the Company’s ability to continue as a going concern.

22

EKA NOODLES BERHAD (583565-U)


62 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONT’D)

a) Statement of compliance (cont’d)

The financial statements have been prepared under the historical cost
convention except as disclosed in the respective significant accounting policies.

The standards and interpretations that are issued but not yet effective up to date
of issuance of the Company’s financial statements are disclosed below. The
Company intends to adopt these standards, if applicable, when they become
effective.

Effective dates
for financial
periods beginning
on or after

Annual Improvements to MFRSs 2014 – 2016 Cycle:


 Amendments to MFRS 1 1 January 2018
 Amendments to MFRS 128 1 January 2018

MFRS 9 Financial Instruments (IFRS 9 issued by 1 January 2018


IASB in July 2014)

MFRS 15 Revenue from Contracts with Customers 1 January 2018

Amendments to Classification and Measurement of 1 January 2018


MFRS 2 Share-based Payment Transactions

Amendments to Clarifications to MFRS 15 1 January 2018


MFRS 15

Amendments to Transfers of Investment Property 1 January 2018


MFRS 140

Amendments to Applying MFRS 9 Financial Instruments 1 January 2018


MFRS 4 with MFRS 4 Insurance Contracts

IC Interpretation Foreign Currency Transactions and 1 January 2018


22 Advance Consideration

MFRS 16 Leases 1 January 2019

MFRS 17 Insurance Contracts 1 January 2021

Amendment to Sale or Contribution of Assets between Deferred until


MFRS 10 and an Investor and its Associate or Joint further notice
MFRS 128 Venture

23

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 63
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONT’D)

a) Statement of compliance (cont’d)

The initial application of the abovementioned MFRSs are not expected to have
any significant impacts on the financial statements of the Company except as
mentioned below:

 MFRS 9, Financial Instruments (effective 1 January 2018) will replace


MFRS 139, Financial Instruments: Recognition and Measurement.

MFRS 9 retains but simplifies the mixed measurement model in MFRS


139 and establishes three primary measurement categories for financial
assets: amortised cost, fair value through profit or loss and fair value
through other comprehensive income ("OCI"). The basis of classification
depends on the entity's business model and the contractual cash flow
characteristics of the financial asset. Investments in equity instruments
are always measured at fair value through profit or loss with an
irrevocable option at inception to present changes in fair value in OCI
(provided the instrument is not held for trading). A debt instrument is
measured at amortised cost only if the entity is holding it to collect
contractual cash flows and the cash flows represent principal and interest.

For liabilities, the standard retains most of the MFRS 139 requirements.
These include amortised cost accounting for most financial liabilities, with
bifurcation of embedded derivatives. The main change is that, in cases
where the fair value option is taken for financial liabilities, the part of a fair
value change due to an entity's own credit risk is recorded in OCI rather
than the profit or loss, unless this creates an accounting mismatch.

MFRS 9 introduces an expected credit losses model on impairment that


replaces the incurred loss impairment model used in MFRS 139. The
expected credit losses model is forward-looking and eliminates the need
for a trigger event to have occurred before credit losses are recognised.

The Company are currently still in process of assessing the impact of the
new standards upon initial application of these standards.

 MFRS 15, Revenue from Contracts with Customers

MFRS 15 replaces MFRS 118 Revenue, MFRS 111 Construction


Contracts and related IC Interpretations. The Standard deals with
revenue recognition and establishes principles for reporting useful
information to users of financial statements about the nature, amount,
timing and uncertainty of revenue and cash flows arising from an entity’s
contracts with customers.

24

EKA NOODLES BERHAD (583565-U)


64 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (CONT’D)

a) Statement of compliance (cont’d)

 MFRS 15, Revenue from Contracts with Customers (cont’d)

Revenue is recognised when a customer obtains control of a good or


service and thus has the ability to direct the use and obtain the benefits
from the good or service. The core principle in MFRS 15 is that an entity
recognises revenue to depict the transfer of promised goods or services
to the customers in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services.

b) Basis of measurement

The financial statements have been prepared on the historical cost basis other
than as disclosed in Note 3.

c) Functional and presentation currency

These financial statements are presented in Ringgit Malaysia (“RM”), which is the
Company’s functional currency.

d) Use of estimates and judgements

The preparation of the financial statements in conformity with MFRS requires


management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an on-going basis.


Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future years affected.

25

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 65
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUTING POLICIES

3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the directors and the
management and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under
the circumstances. The estimates and judgements that affect the application of
the Company’s accounting policies and disclosure, and have a significant risk
of causing a material adjustment to the carrying amount of assets, liabilities,
income and expenses are discussed below: -

(a) Key sources of estimation uncertainty

(i) Depreciation of property, plant and equipment

The estimates for the residual values, useful lives and related
depreciation charges for the property, plant and equipment are
based on the commercial factors which could change significantly
as a result of technical innovations and competitors’ actions in
response to the market conditions. The Group and the Company
anticipates that the residual values of its property, plant and
equipment will be insignificant. As a result, residual values are not
being taken into consideration for the computation of the
depreciation amount. Changes in the expected level of usage and
technological development could impact the economic useful lives
and the residual values of these assets, therefore future
depreciation charges could be revised.

(ii) Impairment of investments in subsidiaries and amount owing


by subsidiaries

The Company reviews the investments in subsidiaries for


impairment when there is an indication of impairment and
assesses the impairment of receivables on the amount owing by
subsidiaries when the receivables are long outstanding.

The recoverable amount of investment in subsidiaries and amount


owing by subsidiaries is assessed by reference to the higher of its
fair value less cost to sell and its value in use of the respective
subsidiaries.

The value in use is the net present value of the projected future
cash flows derived from the business operations of the respective
subsidiaries discounted at an appropriate discount rate. Such a
discounted cash flow method involves the use of estimated future
results and a set of assumptions to reflect their income and cash
flows. Judgment was also used to determine the discount rate for
the cash flows and the future growth of the businesses of the
subsidiaries.

26

EKA NOODLES BERHAD (583565-U)


66 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUTING POLICIES (CONT’D)

3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(a) Key sources of estimation uncertainty (cont’d)

(iii) Income taxes

There are certain transactions and computations for which the


ultimate tax determination may be different from the initial
estimate. The Group and the Company recognizes tax liabilities
based on its understanding of the prevailing tax laws and
estimates of whether such taxes will be due in the ordinary course
of business. Where the final outcome of these matters is different
from the amount that were initially recognized, such difference will
impact the income tax and deferred tax provisions in the year in
which such determination is made.

(iv) Deferred tax assets and liabilities

Deferred tax implications arising from the changes in corporate


income tax rates are measured with reference to the estimated
realization and settlement of temporary differences in future years
in which tax rates are expected to apply, based on the tax rates
enacted or substantively enacted at the reporting year. While
management’s estimates on the realization and settlement of
temporary differences are based on the available information at
the reporting year, changes in business strategy, future operating
performance and other factors could potentially impact on the
actual amount and the estimated amount would be recognized in
the profit or loss in the year in which actual realization and
settlement occurs.

(v) Impairment of non-financial assets

When the recoverable amount of an asset is determined based on


the estimate of the value-in-use of the cash-generating unit to
which the asset is allocated, the management is required to make
an estimate of the expected future cash flows from the cash-
generating unit and also to apply a suitable discount rate in order
to determine the present value of those cash flows.

(vi) Write-down of inventories

Reviews are made periodically by the management on damaged,


obsolete and slow-moving inventories. These reviews require
judgement and estimates. Possible changes in these estimates
could result in revisions to the valuation of inventories.

27

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 67
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the TO
NOTES Financial Year Ended
THE FINANCIAL 31 December 2017
STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(a) Key sources of estimation uncertainty (cont’d)

(vii) Impairment of receivables

An impairment loss is recognized when there is objective evidence


that a financial asset is impaired. Management specifically reviews
its loans and receivables financial assets and analyses historical
bad debts, customer concentrations, customer creditworthiness,
current economic trends and changes in the customer payment
terms when making a judgement to evaluate the adequacy of the
allowance for the impairment losses. Where there is objective
evidence of impairment, the amount and timing of future cash
flows are estimated based on historical loss experience for assets
with similar credit risk characteristics. If the expectation is different
from the estimation, such difference will impact the carrying value
of receivables.

(viii) Revaluation of property, plant and equipment

Certain properties of the Group and the Company are reported at


valuation which is based on valuations performed by independent
professional valuers.

The independent professional valuers have exercised judgment in


determining discount rates, estimates of the future cash flows,
capitalization rate, terminal year value, market freehold rental and
other factors used in the valuation process. Also, judgment has
been applied in estimating prices for less readily observable
external parameters. Other factors such as model assumptions,
market dislocations and unexpected correlations can also
materially affect these estimates and the resulting valuation
estimates.

(ix) Classification of leasehold land

The classification of leasehold land as a finance lease or an


operating lease requires the use of judgment in determining the
extent to which risks and rewards incidental to its ownership lie.
Despite the fact that there will be no transfer of ownership by the
end of the lease term and that the lease term does not constitute
the major part of the indefinite economic life of the land,
management considered that the present value of the minimum
lease payments approximated to the fair value of the land at the
inception of the lease. Accordingly, management judged that the
Group and the Company has acquired substantially all the risks
and rewards incidental to the ownership of the land through a
finance lease.
28

EKA NOODLES BERHAD (583565-U)


68 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.1 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (CONT’D)

(a) Key sources of estimation uncertainty (cont’d)

(x) Fair value estimates for certain financial assets and liabilities

The Group and the Company carries certain financial assets and
liabilities at fair value, which requires extensive use of accounting
estimates and judgment. While significant components of fair
value measurement were determined using verifiable objective
evidence, the amount of changes in fair value would differ if the
Group and the Company uses different valuation methodologies.
Any changes in fair value of these assets and liabilities would
affect profits and/or equity.

3.2 BASIS OF CONSOLIDATION

The consolidated financial statements include the financial statements of the


Company and its subsidiaries made up to 31 December 2017.

Subsidiaries are entities (including structured entities) controlled by Group. The


Group controls an entity when the Group is exposed to, or has right to, variable
returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity.

Subsidiaries are consolidated from the date on which control is transferred to the
Group up to the effective date on which control ceases, as appropriate.

Intergroup transaction, balances, income and expenses are eliminated on


consolidation. Where necessary, adjustment is made to the financial statements
of subsidiaries to ensure consistency of accounting policies with those of the
Group.

(a) Business combinations

Acquisitions of businesses are accounted for using the acquisition


method. Under the acquisition method, the consideration transferred for
acquisition of a subsidiary is the fair value of the assets transferred,
liabilities incurred and the equity interests issued by the Group at the
acquisition date. The consideration transferred includes the fair value of
any asset or liability resulting from a contingent consideration
arrangement. Acquisition-related costs, other than the costs to issue debt
or equity securities, are recognized in profit or loss when incurred.

29

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 69
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.2 BASIS OF CONSOLIDATION (CONT’D)

(a) Business combinations (cont’d)

In a business combination achieved in stages, previously held equity


interest in the acquiree are remeasured to fair value at the acquisition
date and any corresponding gain or loss is recognized in profit or loss.

Non-controlling interest in the acquiree may be initially measured either at


fair value or at the non-controlling interests’ proportionate share of the fair
value of the acquiree’s identifiable net assets at the date of acquisition.
The choice of measurement basis is made on a transaction-by-
transaction basis.

(b) Non-controlling interests

Non-Controlling interests are presented within equity in the consolidated


statement of financial position, separately from the equity attributable to
owners of the Company. Profit or loss and each component of other
comprehensive income are attributed to the owners of the Company and
to the non-controlling interests. Total comprehensive income is attributed
to non-controlling interests even if these results in the non-controlling
interests have a deficit balance.

The carrying amount of non-controlling interests is the amount of those


interests at initial recognition plus the non-controlling interests’ share of
subsequent changes in equity.

(c) Change in ownership interests in subsidiaries without change of


control

All changes in the parent’s ownership interest in a subsidiary that do not


result in a loss of control are accounted for as equity transactions. Any
difference between the amount by which the non-controlling interest is
adjusted and the fair value of consideration paid or received is recognized
directly in equity of the Group.

30

EKA NOODLES BERHAD (583565-U)


70 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.2 BASIS OF CONSOLIDATION (CONT’D)

(d) Loss of control

Upon the loss of control of a subsidiary, the Group recognizes any gain or
loss on disposal in profit or loss which is calculated as the difference
between: -

(i) the aggregate of the fair value of the consideration received and
the fair value of any retained interest in the former subsidiary; and

(ii) the previous carrying amount of the assets (including goodwill),


and liabilities of the former subsidiary and any non-controlling
interests.

Amounts previously recognized in other comprehensive income in relation


to the former subsidiary are accounted for in the same manner as would
be required if the relevant assets or liabilities were disposed of (i.e.
reclassified to profit or loss or transferred directly to retained profits). The
fair value of any investments retained in the former subsidiary at the date
when control is lost is regarded as the fair value on initial recognition for
subsequent accounting under MFRS 139 or, when applicable, the cost on
initial recognition of an investment in an associate or a joint venture.

3.3 FINANCIAL INSTRUMENT

Financial instruments are recognized in the statement of the financial position


when the Company has become a party to the contractual provisions of the
instruments.

Financial instruments are classified as liabilities or equity in accordance with the


substance of the contractual arrangement. Interest, dividends, gains and losses
relating to a financial instrument classified as a liability, are reported as an
expense or income. Distributions to the holders of the financial instruments
classified as equity are charged directly to equity.

31

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 71
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.3 FINANCIAL INSTRUMENT (CONT’D)

Financial instruments are offset when the Group has a legally enforceable right to
offset and intends to settle either on a net basis or to realize the asset and settle
the liability simultaneously.

A financial instrument is recognized initially, at its fair value plus, in the case of a
financial instrument not at fair value through profit or loss, the transaction costs
that are directly attributable to the acquisition or issue of the financial instrument.

Financial instruments recognized in the statements of financial position are


disclosed in the individual policy statement associated with each item.

a) Financial assets

On initial recognition, financial assets are classified as either financial


assets at fair value through profit or loss, held-to-maturity investments.
Loans and receivables, or available-for-sale, as appropriate.

(i) Financial assets at fair value through profit or loss

Financial assets are classified as financial assets at fair value


through profit or loss when the financial asset is either held for
trading or is designated to eliminate or significantly reduce a
measurement or recognition inconsistency that would otherwise
arise. Derivatives are also classified as held for trading unless
they are designated as hedges.

Financial assets at fair value through profit or loss are stated at


fair value, with any gains or losses arising in measurement
recognized in profit or loss. Dividend income from this category of
financial assets is recognized in profit or loss when the Company’s
right to receive payment is established.

As at the end of the reporting year, there were no financial assets


classified under this category.

32

EKA NOODLES BERHAD (583565-U)


72 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.3 FINANCIAL INSTRUMENT (CONT’D)

(a) Financial assets (cont’d)

(ii) Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets


with fixed or determinable payments and fixed maturities that the
management has the positive intention and ability to hold to
maturity. Held-to-maturity investments are measured at amortised
cost using the effective interest method less any impairment loss,
with interest income recognized in profit or loss on an effective
yield basis.

As at the end of the reporting year, there were no financial assets


classified under this category.

(iii) Loans and receivables financial assets

Trade receivables and other receivables that have fixed or


determinable payments that are not quoted in an active market
are classified as loans and receivables financial assets. Loans
and receivables financial assets are measured at amortised cost
using the effective interest method, less any impairment loss.
Interest income is recognized by applying the effective interest
rate, except for the short-term receivables when the recognition of
interest would be immaterial.

(iv) Available-for-sale financial assets

Available-for-sale financial assets are non-derivative financial


assets that are designated in this category or are not classified in
any of the other categories.

After initial recognition, available-for-sale financial assets are


remeasured to their fair values at the end of each reporting year.
Gains and losses arising from changes in fair value are
recognized in other comprehensive income and accumulated in
the fair value reserve, with the exception of impairment losses. On
derecognition, the cumulative gain or loss previously accumulated
in the fair value reserve is reclassified from equity into profit or
loss.

Dividends on available-for-sale equity instruments are recognized


in profit or loss when the Company’s right to received payments is
established.

33

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 73
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.3 FINANCIAL INSTRUMENT (CONT’D)

(a) Financial assets (cont’d)

(iv) Available-for-sale financial assets (cont’d)

Investments in equity instruments whose fair value cannot be


reliably measured are measured at cost less accumulated
impairment losses, if any.

As at the end of the reporting year, there were no financial assets


classified under this category.

(b) Financial liabilities

All financial liabilities are initially at fair value plus directly attributable
transaction costs and subsequently measured at amortised cost using the
effective interest method other than those categorized as fair value
through profit or loss.

Fair value through profit of loss category comprises financial liabilities that
are either held for trading or are designated to eliminate or significantly
reduce a measurement or recognition inconsistency that would otherwise
arise. Derivatives are also classified as held for trading unless they are
designated as hedges.

(c) Equity instruments

Ordinary shares classified as equity are measured at cost and are not
remeasured subsequently. Incremental costs directly attributable to the
issue of new ordinary shares or options are shown in equity as a
deduction, net of tax, from proceeds.

Dividends on ordinary shares are recognized as liabilities when approved


for appropriation.

35

EKA NOODLES BERHAD (583565-U)


74 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.3 FINANCIAL INSTRUMENT (CONT’D)

(d) Derecognition

A financial asset or part of it is derecognized when, and only when, the


contractual rights to the cash flows from the financial asset expire or the
financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a
financial asset, the difference between the carrying amount and the sum
of the consideration received (including any new asset obtained less any
new liability assumed) and any cumulative gain or loss that had been
recognized in equity is recognized in profit or loss.

A financial liability or a part or it is derecognized when, and only when,


the obligation specified in the contract is discharged or cancelled or
expires. On derecognition of a financial liability, the difference between
the carrying amount of the financial liability extinguished or transferred to
another party and the consideration paid, including any non-cash assets
transferred or liabilities assumed, is recognized in profit or loss.

3.4 INVESTMENTS IN SUBSIDIARIES

Investment in subsidiaries are stated at cost in the statement of financial position


of the Company, and are reviewed for impairment at the end of reporting period if
events or changes in circumstances indicate that the carrying values may not be
recoverable. The cost of the investments includes transaction costs.

On the disposal of the investments in subsidiaries, the difference between the net
disposal proceeds and the carrying amount of the investments is recognized in
profit or loss.

3.5 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, other than freehold land, leasehold land and
building are stated at cost less accumulated depreciation and impairment losses,
if any.

Freehold land is stated at valuation less impairment losses, if any.

Leasehold land and building are stated at revalued amount less accumulated
depreciation and impairment losses recognized after the date of the revaluation.

Freehold land, leasehold land and building are revalued periodically, at least
once in every five (5) periods or earlier if circumstances indicate that the carrying
amount may differ significantly from the market value.

36

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 75
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.5 PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Depreciation is charged to profit or loss on the straight-line method to write off


the depreciable amount of the assets over their estimated useful lives. Freehold
land is not depreciated. Depreciation of an asset begins when it is ready for its
intended use. Depreciation of an asset does not cease when the asset becomes
idle or is retired from active use unless the asset is fully depreciated. The
principle annual rates used for this purpose are:-

Rate
Leasehold land Over the lease periods
of 21 and 54 years
Shop house, factory buildings and improvement 2% to 10%
Plant, machinery and equipment 5% to 25%
Vessel 10%
Motor vehicles 10% to 20%
Furniture, fitting and office equipment 10%

The depreciation method, useful lives and residual values are reviewed, and
adjusted if appropriate, at the end of each reporting year to ensure that the
amounts, method and periods of depreciation are consistent with previous
estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of the property, plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognized as a


separate asset, as appropriate, only when the cost is incurred and it is probable
that the future economic benefits associated with the asset will flow to the
Company and the cost of the asset can be measured reliably. The carrying
amount of parts that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognized in profit and loss as
incurred. Cost also comprises the initial estimate of dismantling and removing the
asset and restoring the site on which it is located for which the Company is
obligated to incur when the asset is acquired, if applicable.

An item of property and equipment is derecognized upon disposal or when no


future economic benefits are expected from its use. Any gain or loss arising from
derecognition of the asset is recognized in profit or loss. The revaluation reserve
include in equity is transferred directly to retained profits on retirement or
disposal of the asset.

37

EKA NOODLES BERHAD (583565-U)


76 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.6 INTANGIBLE ASSETS

(a) Trademarks

Trademarks are initially measured at cost. Following the initial


recognition, trademarks with definite life are stated at cost less
accumulated amortization and impairment losses while trademarks with
indefinite life are stated at cost of less accumulated amortization and
impairment losses. Trademarks with indefinite useful lives are not
amortized but tested for impairment annually or more frequently if the
events or changes in circumstances indicate that the carrying value may
be impaired either individually or at the cash-generation unit level. The
useful life of a trademark with an indefinite life is also reviewed annually
to determine whether the useful life assessment continues to be
supportable.

3.7 IMPAIRMENT

(a) Impairment of financial assets

All financial assets (other than those categorized at fair value through
profit or loss), are assessed at the end of each reporting year whether
there is any objective evidence of impairment as a result of one or more
events having an impact on the estimated future cash flows of the asset.

An impairment loss in respect of held-to-maturity investments and loans


and receivables financial assets is recognized in profit or loss and is
measured as the difference between the assets carrying amount and the
present value of estimated future cash flows, discounted at the financial
asset’s original effective interest rate.

If, in a subsequent year, the amount of the impairment loss decreases


and the decrease can be related objectively to an event occurring after
the impairment was recognized, the previously recognized impairment
loss is reversed through profit or loss to the extent that the carrying
amount of the financial asset at the date the impairment is reversed does
not exceed what the amortised cost would have been had the impairment
not been recognized.

(b) Impairment of non-financial assets

The carrying values of assets, other than those to which MFRS 136 –
Impairment of Assets does not apply, are reviewed at the end of each
reporting year for impairment when there is an indication that the assets
might be impaired. Impairment is measured by comparing the carrying
values of the assets with their recoverable amounts. The recoverable
amount of the assets is the higher of the assets’ fair value less costs to
sell and their value-in-use, which is measured by reference to discounted
future cash flows.
38

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 77
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.7 IMPAIRMENT (CONT’D)

(b) Impairment of non-financial assets (cont’d)

An impairment loss is recognized in profit or loss immediately unless the


asset is carried at its revalued amount. Any impairment loss of a revalued
asset is treated as a revaluation decrease to the extent of a previous
recognized revaluation surplus for the same asset.

When there is a change in the estimates used to determine the


recoverable amount, a subsequent increase in the recoverable amount of
an asset is treated as a reversal of the previous impairment loss and is
recognized to the extent of the carrying amount of the asset that would
have been determined (net of amortization and depreciation) had no
impairment loss been recognized. The reversal is recognized in profit or
loss immediately.

3.8 ASSET UNDER HIRE PURCHASE

Assets acquired under hire purchase are capitalized in the financial statements at
the lower of the fair value of the leased assets and the present value of the
minimum lease payments and, are depreciated in accordance with policy set out
in Note 3.5 above. Each hire purchase payment is allocated between the liability
and finance charges so as to achieve a constant rate on the finance balance
outstanding. Finance charges so as to achieve a constant rate on the finance
balance outstanding. Finance charges are recognized in profit or loss over the
year of respective hire purchase agreements.

3.9 INVENTORIES

Inventories are stated at the lower of cost and the net realizable value. Cost is
determined on the first-in-first-out basis and comprises direct material, direct
labour costs and overheads that have been incurred in bringing the inventories to
their present location and condition.

Net realizable value represents the estimated selling price less the estimated
cost necessary to make the sale.

3.10 INCOME TAXES

Income tax for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the
taxable profit for the reporting year and is measured using the tax rates that have
been enacted or substantively enacted at the end of the reporting year.

40

EKA NOODLES BERHAD (583565-U)


78 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.10 INCOME TAXES (CONT’D)

Deferred tax is provided in full, using the liability method, on temporary


differences arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred tax liability is recognized
for all taxable temporary differences.

Deferred tax assets are recognized for all deductible temporary differences,
unused tax loses and unused tax credits to the extent that it is probable that
future taxable profits will be available against which the deductible temporary
differences, unused tax loses and unused tax credits can be utilized. The
carrying amounts of deferred tax assets are reviewed at the end of each
reporting year and reduced to the extent that it is no longer probable that
sufficient future taxable profits will be available to allow all or part of the deferred
tax assets to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period when the asset is realized or the liability is
settled, based on the tax rates that have been enacted or substantively enacted
at the end of the reporting year.

Deferred tax assets and liabilities are offset when there is a legally enforce right
to set off current tax assets against current tax liabilities and when the deferred
income taxes relate to the same taxation authority.

Deferred tax relating to items recognized outside profit or loss is recognized


outside profit or loss. Deferred tax items are recognized in correlation to the
underlying transactions either in other comprehensive income or directly in
equity.

3.11 CASH AND BANK BALANCES

Cash and bank balances comprise cash in hand, bank balances, bank overdrafts
and short-term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value with original maturities period three months or less.

41

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 79
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.12 PROVISIONS

Provision are recognized when the Group and of the Company has a present
obligation as a result of past events, when it is probable that an outflow of
resources embodying economic benefits will be required to settle the obligation,
and when a reliable estimate of the amount can be made. Provisions are
reviewed at the end of each reporting year and adjusted to reflect the current
best estimate. Where the effect of the time value of money is material, the
provision is the present value of the estimated expenditure required to settle the
obligation. The unwinding of the discount is recognized as interest expense in
profit or loss.

3.13 EMPLOYEE BENEFITS

(a) Short-term benefits

Wages, salaries, paid annual leave and sick leave, bonuses and non-
monetary benefits are measured on an undiscounted basis and are
recognized in profit or loss in the year in which the associated services
are rendered by employees of the Group and of the Company.

(b) Defined contribution plans

The Group’s and the Company’s contributions to defined contribution


plans are recognized in profit or loss in the year to which they relate.
Once the contributions have been paid, the Group and of the Company
has no further liability in respect of the defined contribution plans.

3.14 RELATED PARTIES

A party is related to an entity (referred to as the “reporting entity”) if:-

(a) A person or a close member of that person’s family is related to are


porting entity if that person:-

(i) Has control or joint control over the reporting entity;


(ii) Has significant influence over the reporting entity; or
(iii) Is a member of the key management personnel of the reporting
entity or of a parent of the reporting entity

42

EKA NOODLES BERHAD (583565-U)


80 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.14 RELATED PARTIES (CONT’D)

(b) An entity is related to a reporting entity if any of the following conditions


applies: -

(i) The entity and the reporting entity are members of the same group
(which means that each parent, subsidiary and fellow subsidiary is
related to the others).
(ii) One entity is an associate or joint venture of the other entity (or an
associate or joint venture of a member of a group of which the
other entity is a member).
(iii) Both entities are joint ventures of the same third party.
(iv) One entity is a joint venture of a third entity and the other entity is
an associate of the third party.
(v) The entity is a post-employment benefit plan for the benefit of the
employees of either the reporting entity or an entity related to the
reporting entity. If the reporting entity is itself such a plan, the
sponsoring employers are also 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 of a parent of the entity).

Close members of the family of a person are those family members who
may be expected to influence, or be influence by, that person in their
dealings with the entity.

3.15 FAIR VALUE MEASUREMENTS

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, regardless of whether that price is directly observable or estimated using a
valuation technique. The measurement assumes that the transaction takes place
either in the principal market or in the absence of a principal market, in the most
advantageous market. For non-financial asset, the fair value measurement takes
into account a market’s participant’s ability to generate economic benefits by
using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.

43

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 81
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.15 FAIR VALUE MEASUREMENTS (CONT’D)

For financial reporting purposes, the fair value measurements are analysed into
level 1 to level 3 as follows: -

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical
assets or, liability that the entity can access at the measurement date;

Level 2: Inputs are inputs, other than quoted prices included within level 1, that
are observable for the asset or liability, either directly or indirectly; and

Level 3: Inputs are unobservable inputs for the asset or liability.

The transfer of fair value between levels is determined as of the date of the event
or change in circumstances that caused the transfer.

3.16 REVENUE AND OTHER INCOME

(a) Sale of goods

Revenue is measured at fair value of the consideration received or


receivable and is recognized upon delivery of goods and customers’
acceptance and where applicable, net or returns and trade discounts.

(b) Management fee

Management fee is recognized on an accrual basis when services are


rendered.

(c) Interest income

Interest income is recognized on an accrual basis using the effective


interest method.

(d) Rental income

Rental income is recognized on an accrual basis.

44

EKA NOODLES BERHAD (583565-U)


82 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)

3.17 OPERATING SEGMENTS

An operating segment is a component of the Group that engages in business


activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Group’s other
components. An operating segment’s operating results are reviewed regularly by
the chief operating decision maker to make decisions about resources to be
allocated to the segment and assess its performance, and for which discrete
financial information is available.

3.18 BORROWING COSTS

Borrowing costs, directly attributable to the acquisition, construction or production


of a qualifying asset are capitalized as part of the cost of those assets, until such
time as assets are ready for their intended use or sale. Capitalization of
borrowing costs is suspended during extended years in which active
development is interrupted.

All other borrowing costs are recognized in profit or loss as expenses in the years
in which they incurred.

4. REVENUE

Revenue represents the gross invoiced value of goods sold less returns and discounts
allowed.

45

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 83
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

5. LOSS BEFORE TAXATION

Loss before taxation is stated after charging/(crediting) the following items: -

Group Company
2017 2016 2017 2016
RM RM RM RM

Audit fee
- current financial year 142,500 136,700 42,000 47,200
- overprovision in prior year (13,450) - - -
Depreciation charge 2,998,155 7,326,780 4,022 20,272
Director's remuneration 389,120 678,030 381,349 678,030
Gain on deconsolidated of subsidiary (2,019,944) - - -
Allowance for impairment loss:
- trade receivables - 5,237,941 - -
- other receivables - 3,647,935 - 283,376
Property, plant and equipment
written off 3,718,098 - - -
Impairment loss on property,
plant and equipment - 2,908,775 - -
Ammortisation on leasehold land 130,014 - - -
Interest expense:
- hire purchase 22,390 34,877 544 3,698
- term loans 3,616,917 3,975,753 91,594 -
- others 70,527 76,885 - -
Late interest expenses 266,859 - 266,859 -
Rental of motor vehicles - 157,776 - -
Rental of premises - 499,700 - -
Staff cost:
- salaries and other benefits 2,445,719 5,408,575 121,213 557,930
Bad debts recovered - (59,249) - -
Interest income - (163,178) - -
(Gain)/loss on disposal of
property, plant and equipment (498,011) (32,867) 27,130 -
Rental income - (95,236) - -

46

EKA NOODLES BERHAD (583565-U)


84 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES
(Incorporated TO THE FINANCIAL STATEMENTS (Cont’d)
in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

6. TAX EXPENSE

Group Company
2017 2016 2017 2016
RM RM RM RM

Taxation based on the result for the


financial year:
Malaysian income tax 16,000 11,000 - -
Deferred taxation (Note 21) - - - -
16,000 11,000 - -
Under/(Over) provision in prior years
Malaysian income tax 142,505 186,064 - -
Deferred taxation (Note 21) - (529,821) - -
158,505 (332,757) - -

A reconciliation of income tax credit applicable to the loss before taxation at the statutory
tax rate to income tax credit at the effective rate of the Group and the Company is a
follows: -

Group Company
2017 2016 2017 2016
RM RM RM RM

Loss before taxation (5,006,988) (34,439,172) (13,775,328) (47,318,799)

Tax at the statutory tax rate


of 24% (2016:24%) (1,201,677) (8,265,401) (3,306,079) (11,356,512)

Tax effect of:-


Non-taxable income (223,764) (12,963) (248,818) -
Non-deductable expense 100,681 2,808,070 3,304,814 11,154,626
Deferred tax assets not recognised
during the financial year 1,340,760 5,481,294 250,083 201,886
Underprovision of income tax
in the prior financial year 142,505 186,064 - -
Overprovision of deferred
taxaton in prior financial year - (529,821) - -
Tax expense for the year 158,505 (332,757) - -

47

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 85
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

6. TAX EXPENSE (CONT’D)

Deferred tax assets have not been recognized in respect of the following items:

Group Company
2017 2016 2017 2016
RM RM RM RM
Unabsorbed capital
allowances 30,192,785 16,879,006 5,030,672 -
Unabsorbed reinvestment
allowances 6,075,599 15,060,000 - -

Unutilised tax losses 58,392,956 66,862,311 1,091,812 -

7. LOSS PER SHARE

Group
Continuing operations 2017 2016
RM RM

Loss attributable to owners of the Company (5,165,493) (34,106,415)

Weighted average number of ordinary shares


at 31 December (Note 16) 312,000,000 312,000,000

Basic loss per share (Cent) (1.66) (10.93)

The diluted loss per share were not presented as there were no dilutive potential
ordinary shares outstanding at the end of the reporting year.

48

EKA NOODLES BERHAD (583565-U)


86 ANNUAL REPORT 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

8. PROPERTY, PLANT AND EQUIPMENT


Plant, Furniture,
Leasehold Motor machinery fittings and
Freehold land land Buildings vehicles and office Total
Group equipment equipment
RM RM RM RM RM RM RM
Cost
As at 1 January 2016 4,376,267 7,369,685 41,196,384 4,515,449 98,421,599 2,398,365 158,277,749
Additions - - 19,628 4,535 42,570 59,169 125,902
Disposal - - (62,058) (125,492) (2,627,866) (94,426) (2,909,842)
As at 31 December 2016/1 January 2017 4,376,267 7,369,685 41,153,954 4,394,492 95,836,303 2,363,108 155,493,809
Additions - - - 68,047 3,300 15,744 87,091
Disposal - - - (1,108,644) (2,642,026) - (3,750,670)
Written off - - - (562,248) (15,952,149) (8,197) (16,522,594)
As at 31 December 2017 4,376,267 7,369,685 41,153,954 2,791,647 77,245,428 2,370,655 135,307,636

Depreciation
As at 1 January 2016 - 797,888 10,203,697 3,980,941 73,264,617 1,928,986 90,176,129
Charge for the year - 129,235 814,213 171,442 6,125,989 85,901 7,326,780
As at 31 December 2016/1 January 2017 - 927,123 11,017,910 4,152,383 79,390,606 2,014,887 97,502,909
Charge for the year - 130,014 785,483 77,442 2,102,030 33,200 3,128,169
Disposal - - - (814,092) (2,360,969) - (3,175,061)
For the Financial Year Ended 31 December 2017

Written off - - - (651,307) (12,152,709) (480) (12,804,496)


As at 31 December 2017 - 1,057,137 11,803,393 2,764,426 66,978,958 2,047,607 84,651,521

Carrying amount
As at 1 January 2016 4,376,267 6,571,797 30,992,687 534,508 25,156,982 469,379 68,101,620
As at 31 December 2016/1 January 2017 4,376,267 6,442,562 30,136,044 242,109 16,445,697 348,221 57,990,900
As at 31 December 2017 4,376,267 6,312,548 29,350,561 27,221 10,266,470 323,048 50,656,115
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)

49

ANNUAL REPORT 2017


EKA NOODLES BERHAD (583565-U)
87
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

8. PROPERTY, PLANT AND EQUIPMENT (CONT’D)

Motor Office
Company vehicles equipment Total
RM RM RM
Cost
As at 1 January 2016/31 December 2016 195,000 7,721 202,721
Disposal (195,000) - (195,000)
As at 31 December 2017 - 7,721 7,721

Depreciation
As at 1 January 2016 71,500 1,885 73,385
Charge for the year 19,500 772 20,272
As at 31 December 2016/1 January 2017 91,000 2,657 93,657
Charge for the year 3,250 772 4,022
Disposal (94,250) - (94,250)
As at 31 December 2017 - 3,429 3,429

Carrying amount
As at 1 January 2016 123,500 5,836 129,336
As at 31 December 2016/1 January 2017 104,000 5,064 109,064
As at 31 December 2017 - 4,292 4,292

(a) Included in the assets of the Group at the end of the reporting year were motor
vehicles with a total net book value of RM373,608 (2016: RM581,247) which
were acquired under hire purchase terms.

(b) The freehold land, leasehold land and buildings of the Group have been pledged
to licensed banks as securities for banking facilities granted to the Group with a
total net carrying amount of RM40,039,374 (2016: RM40,954,873).

(c) Freehold land, leasehold land, factory buildings and improvement have been
revalued in the financial period 31 December 2015 based on valuations
performed by Mark Saw Khay Liang, FRICS, FRISM a valuer from PPC
International (Penang) Sdn Bhd. The firms is independent firm of professional
valuers, and the valuations were arrived at using the ‘Comparison method’ and
‘Cost method’ of valuation.

50

EKA NOODLES BERHAD (583565-U)


88 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

9. INVESTMENT IN SUBSIDIARIES

Company
2017 2016
RM RM

Unqouted shares, at cost 40,360,346 51,760,348


Less: Accumulated impairment losses (33,119,711) (33,119,711)
7,240,635 18,640,637

Movement in the cost of investment


2017 2016
RM RM
Cost
As at 1 January 51,760,348 51,760,348
Add: Capital Injection
- Eka Foodstuff Sdn Bhd 199,998 -
51,960,346 51,760,348
Less: Subsidiary Wound up
- Rasayang Food Industries Sdn Bhd (11,600,000) -
As at 31 December 40,360,346 51,760,348

Accumulated impairment losses


As at 1 January/31 December 33,119,711 33,119,711

Net cost of investment 7,240,635 18,640,637

The details of the subsidiaries are as follows: -

Name of Subsidiary Country of Effective Equity Principal Activities


Incorporation interest
2017 2016
% %
Kilang Bihun Bersatu Sdn. Malaysia 100 100 Manufacturing and
Bhd. marketing of all types of
rice and sago sticks
(vermicelli)

Rasayang Food Industries Malaysia - 100 Wound up by Court


Sdn Bhd. * Order since 27
September 2017

51

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 89
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

9. INVESTMENT IN SUBSIDIARIES (CONT’D)

Name of Subsidiary Country of Effective Equity Principal Activities


Incorporation interest
2017 2016
% %
Kilang Bihun Bersatu (East Malaysia 100 100 Manufacturing and
Malaysia) Sdn. Bhd. marketing of all types of
rice and sago sticks
(vermicelli)

Bersatu Noodles Industries Malaysia 100 100 Has ceased operations


Sdn. Bhd since May 2016

Bersatu Sago Industries Sdn. Malaysia 100 100 Has ceased operations
Bhd. since January 2017

Bersatu Sago Industries Malaysia 100 100 Has ceased operations


(Mukah) Sdn. Bhd. since January 2017

Bersatu Biotechnology Malaysia 100 100 Has ceased operations


(Johore) Sdn. Bhd. since January 2017

EKA Foodstuff Sdn. Bhd. Malaysia 100 100 Manufacturing and


marketing of all type of
rice and sago sticks
(vermicelli)
*Deconsolidated during the financial year

Deconsolidation of subsidiary company

During the financial year, Rasayang Food Industries Sdn Bhd (“RFISB”) has been wound
up pursuant to Court Order dated 27 September 2017. Hence, the Group deconsolidated
RFISB and the effects of the deconsolidation on the financial results of the Group during
the financial year were as follows:

From 1.1.2017
to 27.9.2017
RM

Revenue -

Net loss for the period (2,161,767)

52

EKA NOODLES BERHAD (583565-U)


90 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

9. INVESTMENT IN SUBSIDIARIES (CONT’D)

The effects of the deconsolidation on the financial position were as follows:

27.9.2017
RM

Other receivables, deposits and prepayments 194,736


Trade payables (1,920,973)
Other payables and accruals (293,857)
Fair value of net liabilities deconsolidated (2,020,094)
Gain on deconsolidation of a subsidiary 2,019,944
Net identifiable assets and liabilities (150)
Cash and bank balances subsidiary written off 150
Net cash outflow on deconsolidation of subsidiary -

10. OTHER INVESTMENT


Group/ Company
2017 2016
RM RM

Secondary bonds 2,000,000 2,000,000


Less: Impairment loss (1,999,999) (1,999,999)
1 1

The secondary bonds with the maturity date on 26 January 2012 have been charged to
the Trustee for the benefit of the Bondholders pursuant to primary collateralized loan
obligations transactions entered into by the lending bank.

The impairment loss arose from the non-receipt of funds on maturity of the secondary
bonds.

53

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 91
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

11. INTANGIBLE ASSETS


Group
2017 2016
RM RM
Cost:
At 1 January 1 97,611
Disposal during the financial year - (97,610)
At 31 December 1 1

Intangible assets of the Group related to the trademarks.

12. INVENTORIES
Group
2017 2016
RM RM
At cost:
Consumables stock 39,250 -
Finished goods 888,396 -
Raw material 396,260 -
Packaging material 357,574 -
Work in progress 19,922 -
1,701,402 -

13. TRADE RECEIVABLES


Group
2017 2016
RM RM

Trade receivables 15,348,669 13,979,653


Less: Allowance for impairment losses (13,837,266) (13,979,653)
1,511,403 -
Allowance for impairment losses:-
At 1 January 13,979,653 6,001,836
Addition during the financial year - 8,147,783
Reversal during the financial year (142,387) (169,966)
At 31 December 13,837,266 13,979,653

(a) The Group’s normal trade credit terms range from 30 to 120 (2016: 30 to 120)
days.
(b) The allowance for impairment losses is made mainly on those trade receivables
in significant financial difficulties and has defaulted on payments.

54

EKA NOODLES BERHAD (583565-U)


92 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

14. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS

Group Company
2017 2016 2017 2016
RM RM RM RM

Other receivables 451,011 1,736,668 - -


Deposits and prepayments 937,656 1,082,566 458,366 283,376
Less: Allowance for
impairment loss (33,030) (2,210,036) (283,376) (283,376)
1,355,637 609,198 174,990 -

Group Company
2017 2016 2017 2016
RM RM RM RM
Allowance for impairment
losses:
As at 1 January 2,210,036 2,210,036 283,376 -
Addition during the year - - - 283,376
Reversal during the year (2,177,006) - - -
As at 31 December 33,030 2,210,036 283,376 283,376

15. CASH AND BANK BALANCES

For the purpose of the statement of cash flows, cash and bank balances comprise the
following: -

Group Company
2017 2016 2017 2016
RM RM RM RM

Cash in hand 18,606 2 - 2


Cash in bank 395,148 511,217 12,741 72,878
413,754 511,219 12,741 72,880

55

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 93
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

16. SHARE CAPITAL

The movements in the authorised and paid-up share capital of the Company are as
follows: -
Group/Company
2017 2016
Number of Monetary Number of Nominal
shares value shares value
Unit RM Unit RM
Authorised
Ordinary shares of
RM0.15 each* - - 400,000,000 60,000,000

Issued and fully paid-up:


Ordinary shares of
RM0.15 each* 312,000,000 46,800,000 312,000,000 46,800,000

The new Companies Act, 2016 (“The Act”), which come into enforcement on 31st
January 2017, abolished the concept of authorised share capital and introduced “no par
value shares” regime. Consequently, the amounts standing to the credit of the share
premium account shall become part of the Company’s share capital pursuant to the
transitional provisions set out in Section 618(2) of the Act. Notwithstanding this
provision, the Company may within 24 months from the commencement of the Act, use
the amount standing to the credit of its share premium account of RM3,600,000 for
purposes as set out in Section 618(3) of the Act. There is no impact on the numbers of
ordinary shares in issue or the relative entitlement of any of the members as a result of
this transition.

17. SHARE PREMIUM

The movement in the share premium of the Group and the Company are as follows: -

Group/Company
2017 2016
RM RM

At 1 January/31 December 3,600,000 3,600,000

The share premium is not distributable by way of dividends and due to enforcement of
Companies Act, 2016, the Company may within 24 months from commencement of the
Act, use the amount standing for the purpose as set out in Section 618(3) of the Act.

56

EKA NOODLES BERHAD (583565-U)


94 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

18. RESERVE

Group Company
2017 2016 2017 2016
RM RM RM RM

Non-distributable
Capital reserve 4,837,366 4,837,366 4,837,366 4,837,366
Revaluation reserve 9,204,366 9,204,366 - -
Warrant reserve 6,000,000 6,000,000 6,000,000 6,000,000
Other reserve (6,000,000) (6,000,000) (6,000,000) (6,000,000)
14,041,732 14,041,732 4,837,366 4,837,366

a) Capital reserve arises from capital reduction exercise.

b) The revaluation reserve relates to the revaluation of freehold land, leasehold


land, factory buildings and improvement.

c) The salient point of the warrants are as follows:

i. Total number of warrant issued : 120,000,000


ii. Total number of warrant outstanding : 120,000,000
iii. Exercise period : The exercise period is any time
within a period 5 years from the
date issue up to the expiry date of
22 January 2017.
iv. Exercise price per warrant : RM0.20 each and subject to
adjustments (where applicable)
with the conditions provided in
Deed Poll.
v. Warrant entitlement : Each warrant entitles the warrant
holder during the exercise period
to subscribe for one new ordinary
share.

57

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 95
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

19. HIRE PURCHASE PAYABLES

Group Company
2017 2016 2017 2016
RM RM RM RM

Minimum hire purchase


payments
- not later than one year 89,892 102,144 - 18,946
- later than one year 360,308 519,293 - 64,701
450,200 621,437 - 83,647
Less: Future finance charges (76,202) (86,231) - (7,413)

Present value of hire purchase 373,998 535,206 - 76,234

Current
Not later than one year 71,869 535,206 - 76,234

Non-Current
Later than one year 302,129 - - -

20. BANK BORROWINGS

Group Company
2017 2016 2017 2016
RM RM RM RM
Current
Revolving credit 2,968,524 2,524,000 - -
Term loans 66,585,602 56,138,769 63,832,277 53,400,163
69,554,126 58,662,769 63,832,277 53,400,163

The revolving credit and term loans bore a weighted average of 8.35% (2016: 8.35%)
per annum at the end of the reporting year and are secured by: -

(i) Legal charges over the property, plant and equipment as disclosed in Note 8 to
the financial statements;
(ii) A debenture by way of fixed and floating charge over all present and future
assets belonging to the Group;
(iii) Personal guaranteed by a former director of the Company.

58

EKA NOODLES BERHAD (583565-U)


96 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

21. DEFERRED TAXATION


Group
2017 2016
RM RM

At 1 January - 529,821
Recognised in profit or loss (Note 6) - (529,821)
At 31 December - -

22. TRADE PAYABLES

The normal trade credit term granted to the Group and the Company is 30 to 90 (2016: 30 to
90) days.

23. OTHER PAYABLES AND ACCRUALS

Group Company
2017 2016 2017 2016
RM RM RM RM

Other payables 2,670,242 11,730,205 463,479 10,190,614


Accruals 581,691 826,716 275,206 348,891
Deposits received 59,200 25,300 - -
Amount due to directors 79,035 375,142 - 375,142
3,390,168 12,957,363 738,685 10,914,647

24. DIRECTORS’ REMUNERATION

(a) The aggregate amounts of emoluments received and receivable by directors of


the Group and of the Company during the financial year are as follows:-

Group
2017 2016
RM RM
Executive directors:
- fee 36,000 -
- non-fee emoluments 128,971 656,616

Non-Executive directors
- fee 180,000 -
- non-fee emoluments 44,149 22,000
389,120 678,616

59

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 97
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

24. DIRECTORS’ REMUNERATION (CONT’D)

(b) Details of directors’ emoluments of the Company received/receivable for the


financial year in bands of RM100,000 are as follows:-

Group
2017 2016
Executive directors:-
Below RM100,000 3 1
RM100,001 to RM200,000 - -
RM200,001 to RM300,000 - -
Above RM300,001 - 1

Non-Executive director
Below RM100,000 8 2
RM100,001 to RM200,000 - 1
11 5

25. SIGNIFICANT RELATED PARTY DISCLOSURES

(a) Identities of related parties

The Company has related party relationship with: -

(i) Its holding company as disclosed in Note 9 to the financial statements;


(ii) Its related companies which one its follow subsidiaries; and
(iii) The directors who are the key management personnel.

(b) Other than those disclosed elsewhere in the financial statements, the Group and
the Company also carried out the following significant transactions with the
related parties during the financial year: -

Group Company
2017 2016 2017 2016
RM RM RM RM

Management fees
received/receivable from
subsidiaries - - 753,000 1,836,000

60

EKA NOODLES BERHAD (583565-U)


98 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

26. OPERATING SEGMENTS

The Group operates predominantly in manufacturing and marketing of all type of rice
and sago sticks (vermicelli), sago starch and related products in Malaysia. Accordingly,
the information by business and geographical segment is no presented.

MAJOR CUSTOMERS

The group client base consists mainly of small wholesalers and retailers and hence
disclosure for major customers is not representable and irrelevant.

27. CONTINGENT LIABILITIES

Group Company
2017 2016 2017 2016
RM RM RM RM
Unsecured

Corporate guarantees given to


licensed banks for credit facilities
granted to subsidiaries 8,625,000 8,625,000 8,625,000 8,625,000

28. FINANCIAL INSTRUMENTS

The Group’s and the Company’s activities are exposed to a variety of market risk
(including foreign currency risk, interest rate risk and equity price risk), credit risk and
liquidity risk. The Group’s overall financial risk management policy focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on
the Group’s and the Company’s financial performance.

28.1 FINANCIAL RISK MANAGEMENT POLICIES

The Group’s and the Company’s policies in respect of the major areas of
treasury activity are as follows: -

(a) Market Risk

(i) Foreign Currency Risk

The Group and the Company’s does not have any transactions or
balances denominated in foreign currencies and hence not
exposed to foreign currency risk.

61

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 99
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(a) Market Risk (cont’d)

(ii) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s and the Company’s exposures
to interest rate risk arise mainly from interest-bearing financial
liabilities. The Group’s and the Company’s policy is to obtain the
most favourable interest rates available. Any surplus funds of the
Group and the Company will be placed with licensed financial
institutions to generate interest income.

Information relating to the Group’s and the Company’s exposure


to the interest rate risk of the financial liabilities is disclosed in
Note 28.1 (c) to the financial statements.

Interest rate risk sensitivity analysis

The following table details the sensitivity analysis to a reasonably


possible change in the interest rates at the end of the reporting
period, with all other variables held constant: -

Group Company
2017 2016 2017 2016
Increase/ Increase/ Increase/ Increase/
(Decrease) (Decrease) (Decrease) (Decrease)
RM RM RM RM
Effect on Profit
After Taxation
Increase of 10 bp 53,145 44,990 48,513 41,102
Decrease of 10 bp (53,145) (44,990) (48,513) (41,102)

(iii) Equity Price Risk

The Group and the Company does not have any quoted
investments and hence is not exposed to equity price risk.

62

EKA NOODLES BERHAD (583565-U)


100 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(b) Credit Risk

The Group’s and the Company’s exposure to credit risk, or the risk of
counterparties defaulting, arises mainly from trade and other receivables.
The Group and the Company manages its exposure to credit risk by the
application of credit approvals, credit limits and monitoring procedures on
an ongoing basis. For other financial assets (including cash and bank
balances), the Group and the Company minimizes credit risk by dealing
exclusively with high credit rating counterparties.

The Group and the Company establishes an allowance for impairment


that represents its estimate of incurred losses in respect of the trade and
other receivables as appropriate. The main components of this allowance
are a specific loss component that relates to individually significant
exposures, and a collective loss component established for groups of
similar assets in respect of losses that have been incurred but not yet
identified. Impairment is estimated by management based on prior
experience and the current economic environment.

(i) Credit risk concentration profile

The Group and the Company does not have any major
concentration of credit risk related to any individual customer or
counterparty.

(ii) Exposure to credit risk

As the Group and the Company does not have any major
concentration of credit risk related to any individual customer or
counterparty.

(iii) Ageing analysis

The ageing analysis of the Group’s and the Company’s trade


receivables (including amount owing by related parties) at the end
of the reporting year as follows: -

63

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 101
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(b) Credit Risk (cont’d)

Gross Individual Collective Carrying


Amount Impairment Impairment Value
RM RM RM RM
Group

2017

Not past due - - - -

Past due:
1 to 30 days past due date 719,387 - - 719,387
31 to 60 days past due 658,286 - - 658,286
61 to 90 days past due 65,942 - - 65,942
more than 91 days past due 13,905,054 (13,837,266) - 67,788
15,348,669 (13,837,266) - 1,511,403

Gross Individual Collective Carrying


Amount Impairment Impairment Value
RM RM RM RM
Group

2016

Not past due - - - -

Past due:
1 to 30 days past due date - - - -
31 to 60 days past due - - - -
61 to 90 days past due - - - -
more than 91 days past due - - - -
- - - -

64

EKA NOODLES BERHAD (583565-U)


102 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(b) Credit Risk (cont’d)

At the end of reporting year, trade receivables that are individually


impaired were those in significant financial difficulties and have defaulted
on payments. These receivable are not secured by any collateral or credit
enhancement.

The collective impairment allowance is determined based on estimated


irrecoverable amounts from the sale of goods, determined by reference
to past default experience.

Trade receivables that are past due but not impaired

The Group and the Company believes that no impairment allowance is


necessary in respect of these trade receivable. They are substantially
companies with good collection track record and no recent history of
default.

Trade receivables that are neither past due nor impaired

A significant portion of trade receivables that are neither past due nor
impaired are regular customers that have been transacting with the
Group and the Company. The Group and the Company uses ageing
analysis to monitor the credit quality of the trade receivable. Any
receivables having significant balance past due or more than 91 days,
which are deemed to have higher credit risk, are monitored individually.

65

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 103
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(c) Liquidity Risk

Liquidity risk arises mainly from general funding and business activities.
The Group and the Company practices prudent risk management by
maintaining sufficient cash balances and the availability of funding
through certain committed credit facilities.

The following table sets out the maturity profile of the financial liabilities at
the end of the reporting year based on contractual undiscounted cash
flows (including interest payments computed using contractual rates or, if
floating, based on the rates at the end of the reporting year):-

Weighted
Average Contractual
Effective Carrying Undiscounted Within Over
Rate Amount Cash Flows 1 Year 1 Year
Group % RM RM RM RM

2017

Hire purchase
payables 3.86 373,998 373,998 71,869 302,129
Revolving credit 8.35 2,968,524 2,968,524 2,968,524 -
Term loans 8.35 66,585,602 66,585,602 66,585,602 -
Trade payables - 8,836,250 8,836,250 8,836,250 -
Other payables
and accruals - 3,390,168 3,390,168 3,390,168 -
82,154,542 82,154,542 81,852,413 302,129

2016

Hire purchase
payables 3.86 535,206 535,206 535,206 -
Revolving credit 8.35 2,524,000 2,524,000 2,524,000 -
Term loans 8.35 56,138,769 56,138,769 56,138,769 -
Trade payables - 8,570,508 8,570,508 8,570,508 -
Other payables
and accruals - 12,957,363 12,957,363 12,957,363 -
80,725,846 80,725,846 80,725,846 -

66

EKA NOODLES BERHAD (583565-U)


104 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.1 FINANCIAL RISK MANAGEMENT POLICIES (CONT’D)

(c) Liquidity Risk (cont’d)

Weighted
Average Contractual
Effective Carrying Undiscounted Within Over
Rate Amount Cash Flows 1 Year 1 Year
Company % RM RM RM RM

2017

Term loans 8.35 63,832,277 63,832,277 63,832,277 -


Other payables
and accruals - 738,685 738,685 738,685 -
64,570,962 64,570,962 64,570,962 -

2016

Hire purchase
payables 2.42 76,234 681,821 18,946 662,875
Term loans 8.35 53,400,163 53,400,163 4,300,000 49,100,163
Other payables
and accruals - 10,914,647 10,914,647 10,914,647 -
64,391,044 64,996,631 15,233,593 49,763,038

67

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 105
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

28. FINANCIAL INSTRUMENTS (CONT’D)

28.2 CLASSIFICATION OF FINANCIAL INSTRUMENTS

Group Company
2017 2016 2017 2016
RM RM RM RM
Financial assets
Available-for-sale financial assets
Other investment 1 1 1 1

Loans and receivables financial


assets
Trade receivables 1,511,403 - - -
Other receivables and
deposits 1,355,637 609,198 174,990 -
Cash and bank balances 413,754 511,219 12,741 72,880
3,280,794 1,120,417 187,731 72,880

Financial liabilities

Other financial liabilities


Trade payables 8,836,250 8,570,508 - -
Other payables and
accruals 3,390,168 12,957,363 738,685 10,914,647
Hire purchase payables 373,998 535,206 - 76,234
Bank borrowings 69,554,126 58,662,769 63,832,277 53,400,163
82,154,542 80,725,846 64,570,962 64,391,044

28.3 FAIR VALUE MEASUREMENTS

At the end of the reporting year, there were no financial instruments carried at
fair values.

The fair values of the financial assets and financial liabilities approximated their
carrying amounts due to the relatively short-term maturity of the financial
instruments (maturing within the next 12 months and/or undefined repayment
term). The fair values are included in level 2 of the fair value hierarchy.

The fair value of the non-current portion of receivables and payables equal the
carrying amounts as the impact of discounting is not material.

68

EKA NOODLES BERHAD (583565-U)


106 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
(Incorporated in Malaysia)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

29. CAPITAL MANAGEMENT

The Group and the Company manages its capital by maintaining an optimal capital
structure so as to support their businesses and maximise shareholder(s) value. To
achieve this objective, the Group and the Company may make adjustments to the
capital structure in view of changes in the economic conditions, such as adjusting the
amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group and the Company manages its capital based on debt-to-equity ratio that
complies with debt covenants and regulatory, if any. The debt-to-equity ratio is
calculated as total borrowings from financial institutions divided by total equity.

There was no change in the Group’s and the Company’s approach to capital
management during the financial year.

The debt-to-equity ratio of the Group and of the Company at the end of the reporting
year was as follow: -

Group Company
2017 2016 2017 2016
RM RM RM RM

Hire purchase payables 373,998 535,206 - 76,234


Bank borrowings 69,554,126 61,775,823 63,832,277 59,337,217
69,928,124 62,311,029 63,832,277 59,413,451
Less: Cash and bank
balances (413,754) (511,219) (12,741) (72,880)
Net debt 69,514,370 61,799,810 63,819,536 59,340,571

Total equity (26,771,712) (21,949,976) (59,343,790) (45,568,462)

Debt-to-equity ratio (2.60) (2.82) (1.08) (1.30)

30. MATERIAL LITIGATION

30.1 Litigation with Dinxings (M) Sdn Bhd

Dinxings (M) Sdn Bhd (“Dinxings”) filed a Writ of Summons and Statement of
Claim against the Company’s Subsidiary, Kilang Bihun Bersatu (East Malaysia)
Sdn Bhd (‘KBBEMSB’). Dinxings had sought against KBBEM the following:

(i) The sum of RM76,500 as at 5 July 2015;


(ii) interest of 8% per annum on RM76,500 from 05 July 2015 until the date
of judgement;
(iii) interest of 8% per annum on RM76,500 from date of judgement until final
and full payment;
(iv) costs of this action; and

69

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 107
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

30. MATERIAL LITIGATION (CONT’D)

30.1 Litigation with Dinxings (M) Sdn Bhd (cont’d)

(v) further and other reliefs as the Court deems fit and proper to grant.

Penang Magistrate Court has fixed next case management on 23 April 2018
pending the expiry of restraining order obtained by the Company and its
subsidiaries.

The Directors are of the view that there is no material impact to the financial
statements of the Group and the Company.

30.2 Litigation with Bank Pertanian Malaysia Berhad

On 27 October 2017 and 12 October 2017, the Company’s Subsidiary, Kilang


Bihun Bersatu Sdn Bhd (‘KBBSB’) has received Writ of Summon and Statement
of Claims on the respective date issued by Penang High Court in relation to the
claims by Bank Pertanian Malaysia Berhad (‘BPMB’). The case management had
been fixed on 10 November 2017.

BPMB has granted BBA facilities under Islamic Banking Scheme to KBBSB and
the Company is Corporate Guarantors. KBBSB has defaulted in payments and
the said facilities were called back by the BPMB. BPMB seeks against KBBSB
for the following:

(i) the sum of RM3,183,860 and RM1,336,666;


(ii) ta’widh upon the sum RM2,098,510 and RM1,006,269 based on the rate
of 1% per annum calculated from 9 January 2017 up to the date of full
settlement and/or judgement and/or date of maturity of the BBA facilities
(whichever is earlier);
(iii) ta’widh upon the sum RM3,183,860 and RM1,336,505 based on the
“Interbank Islamic Money Market” rate per annum on the relevant point in
time calculated from the date of judgement and/or date of maturity of the
BBA facilities (whichever is earlier) up to the date of full settlement;
(iv) the sum of RM2,539,949;
(v) ta’widh upon the sum RM2,517,608 based on the “Interbank Islamic
Money Market” rate per annum on the relevant point in time from 9
January 2017 up to date of full settlement;
(vi) costs of this action; and
(vii) other relief or orders as the Court deems fit and proper to grant.

Penang High Court has fixed next case management on 24 April 2018 pending
the expiry of restraining order obtained by the Company and its subsidiaries.

70

EKA NOODLES BERHAD (583565-U)


108 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

30. MATERIAL LITIGATION (CONT’D)

30.3 Litigation with Tan Hooi Ming & Tan Hooi Kang (SEV Partnership
Enterprise)

Kilang Bihun Bersatu Sdn Bhd (‘KBBSB’), a wholly-owned subsidiary of the


Company had, on 4 January 2018 been served with a Notice Pursuant to Section
465 and 466 of the Companies Act, 2016 in relation to the claims by Tan Hooi
Ming and Tan Hooi Kang, both trade under the name and style of SEV
Partnership Enterprise.

Tan Hooi Ming and Tan Hooi Kang, both trading under the name and style of
SEV Partnership Enterprise seeks against KBBSB for the following to be paid
within 21 days from the date of the receipt of the Notice:

(i) Principal Sum of RM1,625,475 being the debt remaining due for the
goods sold and delivered upon KBBSB’s request as at 30 August 2017.
(ii) The sum of RM21,376 being interest of 4% on the outstanding amount of
RM1,625,475 calculated on per annum basis from 30 August 2017 until
the date of the Notice.
(iii) The costs of RM5,000.

Penang High Court has fixed next case management on 2 May 2018 pending the
expiry of restraining order obtained by the Company and its subsidiaries.

30.4 Litigation with CHEP (M) Sdn Bhd

Kilang Bihun Bersatu Sdn Bhd (‘KBBSB’), a wholly-owned subsidiary of the


Company had on 20 December 2017 been served with a Writ dated 30 October
2017 and Statement of Claim dated 30 October 2017 issued by Kuala Lumpur
Magistrate Court in relation to the claims filed by CHEP (M) Sdn Bhd (‘CHEP’).

KBBSB is required to enter appearance to the above action within 14 days from
20 December 2017, failing which, default judgement and execution may be
entered against KBBSB.

According to the Statement of Claims, CHEP had from period of January 2016 to
August 2017 issued several invoices to KBBSB for the pallets hired under the
Hire Agreement. The total outstanding amount up to 26 August 2017 is
RM60,103. CHEP had demanded for the Outstanding Amount and KBBSB have
despite repeated reminders from the CHEP, failed to pay the Outstanding
Amount.

CHEP seeks against KBBSB for the following: -


(i) the Outstanding Amount of RM60,103;
(ii)
Company No: 583565-U interest at the rate of 12% per annum from 30 August 2014 to 30 October
2017 in the sum of RM3,318;
EKA NOODLES (iii)BERHAD
interest at the rate of 5% per annum on the Outstanding Amount from the
date of judgement to the date of full and final settlement;
(Incorporated in Malaysia)
(iv) costs; and
(v) such further and/or other relief that the Court deems fit and proper to
grant. 71

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 109
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

30. MATERIAL LITIGATION (CONT’D)

30.4 Litigation with CHEP (M) Sdn Bhd (cont’d)

Kuala Lumpur Magistrate Court has fixed next case management on 23 April
2018 pending the expiry of restraining order obtained by the Company and its
subsidiaries.

The Directors are of the view that there is no material impact to the financial
statements of the Group and the Company.

30.5 Litigation with Shell Malaysia Trading SB

Kilang Bihun Bersatu Sdn Bhd (‘KBBSB’), a wholly-owned subsidiary of the


Company had on 7 December 2017 been served with a Writ dated 29 November
2017 and Statement of Claims dated 29 November 2017 issued by the
Magistrates Court of Georgetown in relation to the claims filed by the Shell
Malaysia Trading Sdn Bhd (‘Shell’).

KBBSB is required to enter appearance to the above action within 14 days from 7
December 2017, failing which, default judgment may be entered against KBBSB.

Shell had granted the Shell Fleet Card to KBBSB upon such terms and
conditions as in the Shell Cardholder Agreement. As at 31 December 2016,
KBBSB had used the Shell Fleet Card at various petrol stations in Malaysia and
had incurred the sum of RM45,374 in purchasing fuels. Consequently, Shell had
through a firm of lawyers acting on their behalf issued a letter of demand dated
10 August 2017 to KBBSB demanded the outstanding sum of RM45,374 due to
Shell. However to date, KBBSB fails/refuses and/or still fails or refuses to pay the
sum demanded by Shell. Shell seeks against KBBSB for the following:

(i) the sum of RM45,374;


(ii) the interest rate of 1% per annum on the outstanding sum of respective
invoices which is calculated from the date of the last payment of the
invoices up to the date of the Writ;
(iii) the interest rate of 5% per annum on the outstanding sum of RM45,374
from the date of Writ up to the date of full settlement;
(iv) cost; and
(v) other reliefs or orders as the Court deems fit and proper to grant.

Penang Magistrate Court has fixed next case management on 23 April 2018
pending the expiry of restraining order obtained by the Company and its
subsidiaries.

The Directors are of the view that there is no material impact to the financial
statements of the Group and the Company.

73

EKA NOODLES BERHAD (583565-U)


110 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

30. MATERIAL LITIGATION (CONT’D)

30.6 Winding Up Petition by Bukit Raya SB

The Bukit Raya Sdn Bhd (“BRSB”), filed winding up petition against Kilang Bihun
Bersatu Sdn Bhd (“KBBSB”), based on purported debt of RM 917,577 remained
unpaid after Notice pursuant to Section 465 & 466 Companies Act 2016.

Penang High Court has fixed next case management on 25 May 2018 pending
the expiry of restraining order obtained by the Company and its subsidiaries.

30.7 Winding Up Petition by Great Line Success SB

The Great Line Success Sdn Bhd (“GLSSB”), filed winding up petition against
Kilang Bihun Bersatu Sdn Bhd (“KBBSB”), based on purported debt of RM
349,802 remained unpaid after Notice pursuant to Section 465 & 466 Companies
Act 2016.

Penang High Court has fixed next case management on 26 April 2018 pending
the expiry of restraining order obtained by the Company and its subsidiaries.
.

31. SIGNIFICANT EVENTS

31.1 Practice Note 17 (“PN17”) Status

On 30 August 2016, the Company announced that it had triggered the prescribed
criteria pursuant to Paragraph 8.04 and Paragraph 2.1 (a) of Practice Note 17
(“PN17”) of the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad (“Bursa Securities”) and was hence an affected issuer under PN17.

The PN17 criteria was triggered as a result of the Company’s shareholders’


equity on a consolidated basis is 25% or less of the issued and paid-up capital of
the Company and such shareholders’ equity is less than RM40.0 million in the
Company’s unaudited interim financial results for the 2nd quarter ended 30 June
2016.

The Company is required to take necessary steps to comply with the following
obligations:

(i) within twelve (12) months from the date of this announcement that the
Company is an affected issuer under PN17 on 30 August 2016, to submit
a Regularisation Plan to the Securities Commission of Malaysia and
Bursa Securities;

(ii) Implement the Regularisation Plan within the time frame stipulated by the
SC and/or Bursa Securities, as the case may be;

(iii) Announce within three (3) months from the First Announcement, whether
the Regularisation Plan will result in a significant change in the business
direction or policy of the Company;
74

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 111
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

31. SIGNIFICANT EVENTS (CONT’D)

31.1 Practice Note 17 (“PN17”) Status (cont’d)

(iv) Announce the status of the Regularisation Plan and the number of
months to the end of the relevant time frames referred to in Paragraphs
5.1 and 5.2 of PN17, as may be applicable, on a monthly basis until
further notice from Bursa Securities;

(v) announce its compliance or non-compliance with any particular obligation


imposed pursuant to PN17, on an immediate basis;

(vi) announce the details of the Regularisation Plan (“Requisite


Announcement”) and sufficient information to demonstrate that the
Company is able to comply with all the requirements set out in Paragraph
5.0 of PN17 after implementation of the Regularisation Plan, which shall
include a timetable for the complete implementation of the Regularisation
Plan. The Requisite Announcement must be made by the Company’s
appointed Principal Adviser; and

(vii) where the Company fails to regularise its condition, it will announce the
dates of suspension and de-listing of its listed securities, immediately
upon notification of suspension and de-listing by Bursa Securities.

On 27 February 2018, the Company has entered into a conditional share


purchase agreement (“SPA”) with Loo Seng Pang, Tai Poh Yak, Ang Eng Hooi,
Phnuah Farn Farn, Ang Jin Mao and Dato’ Seri Mr Serm Juthamongkhon
(collectively, the “Vendors”) to acquire the entire issued share capital in Kepala
Batas Bihun Sdn Bhd (“KBB”) comprising 5,500,002 ordinary shares in KBB for a
purchase consideration of RM55,000,000 to be satisfied in part by cash payment
of RM33.0 million and RM22.0 million via the issuance of 440,000,000
Company’s Shares (“Consideration Shares”) to the Vendors and/or their
nominees at an issue price of RM0.05 per ordinary share in the Company
(“Proposed Acquisition”).

The Proposed Acquisition is a component of a series of proposals set out in the


SPA, to regularise the financial condition of the Company (i.e. the “Proposed
Regularisation Plan”), with the intention of restoring the Company onto a stronger
financial footing.

Pursuant thereto, the Proposed Regularisation Plan shall comprise the following:-
a) Proposed Capital Reconstruction;
b) Proposed Debt Restructuring Scheme;
c) Proposed Rights Issue with Warrants; and
d) Proposed Acquisition.

On 14 March 2018, Bursa Securities granted the Company an extension of time


of up to 31 May 2018 for the submission of the proposed Regularisation Plan to
Bursa Securities.

76

EKA NOODLES BERHAD (583565-U)


112 ANNUAL REPORT 2017
Company No: 583565-U

EKA NOODLES BERHAD


(Incorporated in Malaysia)
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)
For the Financial Year Ended 31 December 2017
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2017 (CONT’D)

31. SIGNIFICANT EVENTS (CONT’D)

31.2 Subsidiary Wound Up by Court

Rasayang Food Industries Sdn Bhd (“Rasayang”), a wholly-owned subsidiary of


the Company had, on 29 April 2016 been served with the Writ of Summon dated
15 April 2016 (No. PA-B52NCC-22-04/2016) and Statement of Claims dated 14
April 2016 issued by the Penang Sessions Court in relation to the claims filed by
Tan Hooi Ming & Tan Hooi Kang, both trading under the name and style of SEV
Partnership Enterprise (collectively refer as “SEV”).

According to the Statement of Claims, SEV issued a letter dated 4 April 2016 to
Rasayang demanded the sum of RM628,510 as at 28 March 2016 due to SEV.
However, Rasayang fails/refuses and/or still fails or refuses to pay the sum
demanded by SEV. Subsequent to that, on 27 September 2017 Rasayang was
wound up by the Court Order based on the petition filed by SEV on 29 March
2017.

32. APPROVAL OF FINANCIAL STATEMENTS

The financial statements have been approved for issue in accordance with a resolution
of the Board of Directors on the date of these financial statements.

77

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 113
ANALYSIS OF SHAREHOLDINGS
As at 30 March 2018
ANALYSIS OF SHAREHOLDINGS
As at 30 March 2018

Issued and fully paid-up share capital : RM46,800,000.00


Class of Shares : Ordinary shares
Voting Rights : One vote per ordinary share

ANALYSIS BY SIZE OF SHAREHOLDINGS

Size of No. of No. of


Shareholdings Shareholders % Shares %
Less than 100 22 1.097 1,038 0.000
100 to 1,000 126 6.284 75,779 0.024
1,001 to 10,000 660 32.917 3,787,950 1.214
10,001 to 100,000 848 42.294 38,711,750 12.407
100,001 to less than 5% of issued shares 347 17.306 205,359,583 65.820
5% and above of issued shares 2 0.099 64,063,900 20.533
TOTAL : 2,005 100.00 312,000,000 100.00

Substantial Shareholdings as at 30 March 2018

No. of issued shares held

Substantial Shareholders Direct % Indirect %


Interest Interest

Vibrant Class Sdn. Bhd. 64,063,900 20.53 - -


Y. Bhg. Tan Sri’ Dato Seri Tan King Tai - - 64,063,900 (N1) 20.53
@ Tan Khoon Hai
Siti Sakhirah Binti Abdul Rahman - - 64,063,900 (N1) 20.53
Tan Hui Lun - - 64,063,900 (N1) 20.53

(N1) Deemed interested by virtue of Section 8 of the Companies Act, 2016 held through Vibrant Class
Sdn. Bhd.

Directors’ Shareholdings as at 30 March 2018

No. of issued shares held


Direct % Indirectz %
Directors Interest Interest

Y. Bhg. Tan Sri Dato’ Seri Tan King Tai @ - - 64,063,900 (N1) 20.53
Tan Khoon Hai
Fong Yit Meng 7,125,700 2.28 - -
Dato’ Dr. Chin Yew Sin (JP) - - - -
Leong Woay Hong @ Neoh Woay Hong - - 50,000 (N2) 0.016
Lim Choo Hooi - - - -
Khairuddin Bin Jaflus - - - -

(N1) Deemed interested by virtue of Section 8 of the Companies Act, 2016 held through Vibrant Class
Sdn. Bhd.

(N2) Interest held by spouse

EKA NOODLES BERHAD (583565-U)


114 ANNUAL REPORT 2017
ANALYSIS OF SHAREHOLDINGS (Cont’d)
As at 30 March 2018
ANALYSIS OF SHAREHOLDINGS
As at 30 March 2018

According to the Record of Depositors, the 30 largest shareholders of the Company as at 30 March 2018 are
as follows:-

Number of
No. Name Shares %
M & A NOMINEE (TEMPATAN) SDN BHD GENTING UTAMA
1 SDN BHD FOR VIBRANT CLASS SDN BHD 33,300,000 10.673
2 VIBRANT CLASS SDN BHD 30,763,900 9.860
3 YEOH PHAIK SUAN 9,103,100 2.917
4 FONG YIT MENG 7,125,700 2.283
5 YEN SWEE FOONG 6,900,000 2.211
6 NAVANEETHAKRISHNER A/L KATHIRGAMATAMBY 5,900,000 1.891
7 SELLACHY A/P KATHIRGAMATAMBY 5,628,300 1.803
8 HARUMI TAKIZAWA 5,471,700 1.753
9 LAU JIT WENG 3,900,000 1.250

10 CHEW SENG GUAN 3,806,300 1,219


11 CHEW SENG KHAI 3,806,300 1.219
CIMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED
SECURITIES ACCOUNT FOR TAN PIN HOR @ TAN BOON
12 HOCK (PENANG-CL) 3,598,700 1.153
MAYBANK NOMINEES (TEMPATAN) SDN BHD PLEDGED
13 SECURITIES ACCOUNT FOR CHONG WING CHEONG 3,585,200 1.149
14 LIM BOON LEONG 3,000,000 0.961
15 OOI BEE BEE 3,000,000 0.961
16 LIM SIEW ENG 2,600,000 0.833
CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB FOR
17 CHEAH SENG CHYE (PB) 2,550,000 0.817
18 YOW PENG SENG 2,281,800 0.731
19 TEH SOON HEE 2,006,500 0.643
20 KOH BOON POH 2,006,400 0.643
21 YAP SOO KEONG 2,000,000 0.641
22 TAN SEAM KHENG 1,740,000 0.557
23 LEE CHONG LOO 1,729,000 0.554
24 CHUA KENG KIONG 1,650,000 0.528
25 SUCHITRA CHAKRABARTY A/P S K CHAKRABARTY 1,600,000 0.512
KENANGA NOMINEES (TEMPATAN) SDN BHD PLEDGED
26 SECURITIES ACCOUNT FOR CHEW KAM WENG (002) 1,502,000 0.481
CIMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED
SECURITIES ACCOUNT FOR KHOR LEONG KEE (PENANG-
27 CL) 1,500,000 0.480
28 KHOR EOW SAM 1,500,000 0.480
29 KHOR LEONG KEE 1,500,000 0.480
30 LIM YEW HOE 1,500,000 0.480
156,554,900 50.177

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 115
ANALYSIS OF WARRANT HOLDINGS
As at 30 March 2018
ANALYSIS OF WARRANT HOLDINGS
As at 30 March 2018

Total Number of Warrant Issued : 120,000,000


Total Number of Warrant Outstanding : 120,000,000
Exercise Price Per Warrant : RM0.20 each and subject to adjustments (where applicable)
with the conditions provided in the Deed Poll
Exercise Period : The exercise period is within 5 years from date of issue up
to expiry date of 22 January 2019
Warrant Entitlement : Each warrant entitles the warrant holder during the Exercise
Period to subscribe for one new ordinary share

ANALYSIS BY SIZE OF WARRANT HOLDINGS

Size of Holdings No. of No. of


Holders % Warrant %
Less than 100 3 0.412 100 0.000
100 to 1,000 35 4.807 20,450 0.017
1,001 to 10,000 148 20.329 887,300 0.739
10,001 to 100,000 317 43.543 17,976,850 14.980
100,001 to less than 5% of issued 225 30.906 101,115,300 84.262
warrants
5% and above of issued warrants 0 0.000 0 0.000
TOTAL : 728 100.00 120,000,000 100.00

DIRECTORS’ WARRANT HOLDINGS

No. of Warrant
Directors Direct Indirect
Interest % Interest %

Y. Bhg. Tan Sri Dato’ Seri Tan King Tai @ Tan - - - -


Khoon Hai
Fong Yit Meng - - - -
Leong Woay Hong @ Neoh Woay Hong - - - -
Dato’ Dr. Chin Yew Sin (JP) - - - -
Lim Choo Hooi - - - -
Khairuddin Bin Jaflus - - - -

EKA NOODLES BERHAD (583565-U)


116 ANNUAL REPORT 2017
ANALYSIS OF WARRANT HOLDINGS (Cont’d)
As at 30 March 2018
ANALYSIS OF WARRANT HOLDINGS (Cont’d)
As at 30 March 2018

According to the Record of Depositors, the 30 largest warrant holders of the Company as at 30 March 2018
are as follows :-

Number of
No. Name Warrant %
1 NGEE PENG SOON 4,290,400 3.575
2 SEAH CHIN LENG 3,500,000 2.916
CIMSEC NOMINEES (TEMPATAN) SDN BHD PLEDGED
3 SECURITIES ACCOUNT FOR KHOR KIM HOCK (B B KLANG-CL) 2,725,100 2.270
4 LEONG KHOON HUAT 2,000,000 1.666
5 TAY TIAN SEN 2,000,000 1.666
6 MUHAMMAD MUHSIN BIN MOHD MASHOR 1,900,000 1.583
7 OOI ENG HOOI 1,600,000 1.333
8 WONG KOOK CHEE 1,500,000 1.250
9 YEOW BOON LEONG 1,500,000 1.250
10 MAYBANK NOMINEES (TEMPATAN) SDN BHD ISMAIL BIN JUSOH 1,421,400 1.184
CIMSEC NOMINEES (TEMPATAN) SDN BHD CIMB FOR CHEAH
11 SENG CHYE (PB) 1,400,000 1.166
12 MAYBANK NOMINEES (TEMPATAN) SDN BHD WONG KAR ZENG 1,400,000 1.166
RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD MOHD FALIQ
13 BIN ZAINAL AZMI 1,344,000 1.120
14 LING SING TIONG 1,318,000 1.098
15 MOHAMMAD HAIKAL BIN ABDUL HALIM 1,040,000 0.866
16 ANG AH EAN 1,028,200 0.856
17 LEE ENG HOCK 1,000,000 0.833
18 SABBIR HUSAIN BIN AKBARALI 1,000,000 0.833
19 LYE EIT PING 998,000 0.831
PUBLIC NOMINEES (TEMPATAN) SDN BHD PLEDGED
20 SECURITIES ACCOUNT FOR KANG CHIN HONG (E-PPG) 930,100 0.775
21 CHIN LAM FEI 900,000 0.750
22 SEAH CHEE YEN 900,000 0.750
23 TANG WEI PIAU 840,000 0.700
24 CHAN AH LUAN 800,000 0.666
25 KONG LIENG TEE 800,000 0.666
MAYBANK NOMINEES (TEMPATAN) SDN BHD WAN MOHD
26 RAZDAN BIN WAN MOHD ZAIN 800,000 0.666
TA NOMINEES (TEMPATAN) SDN BHD PLEDGED SECURITIES
27 ACCOUNT FOR CHEAH SOW KIEN 800,000 0.666
28 WONG CHEE KHEONG 800,000 0.666
29 ZAMZURI BIN MOHAMMED TAHIR 750,000 0.625
30 YAU YIK LIAN 741,200 0.617
42,026,400 35.022

EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 117
LIST OF PROPERTIES
LIST OF PROPERTIES

Net
Land/ Approximate
Carrying Date of
Existing Built - Age of Tenure
Location/Address Amount @ Valuation/
Use up Area Building/Land (Expiry Date)
31.12.2017 Acquisition
(m²) (year)
(RM'000)
Lot 208, Kawasan Factory & 25,264/ 15 Leasehold 22,676 19.08.2015
Perindustrian Kuala office 10,045 60 years with (Valuation)
Ketil, Mukim Tawar, premises a possibility to
District of Baling, extend for a
Kedah Darul Aman further 39
years
Lot 1178, Block 19, Factory & 4,073/ 21 Leasehold 4,557 30.06.2015
Seduan Land office 1,072 60 years (Valuation)
District, Sarawak premises (16.9.2051)
Lot 3162, Retus Factory & 1,153/ 11 Freehold 73 30.06.2015
Land District, Ulu office 2,205 (Valuation)
Sungai Danan, premises
Batang Igan, Sibu,
Sarawak
Lot 3161, 3164, Agriculture 34,945/ Lot 3319 & Leasehold 2,275 30.06.2015
3319 Retus Land Land & 3,845 3161 - 47 Lot 3319 & (Valuation)
District, Ulu Sungai building Lot 3164 - 48 3161 30.06.2015
Danan, Batang 99 years (Valuation)
Igan, Sibu, (31.12.2068)
Sarawak Lot 3164
99 years
(31.12.2067)
Lot 259 , Block 134, Factory 17,446 10 Leasehold 3,456 30.06.2015
Mukah Land Land & 99 years (Valuation)
District, Sarawak building (31.12.2035)

Geran 1713 , Lot Land & 35,446/ 9 Freehold 5,100 30.06.2015


1145 , Mukim Factory 4,40 (Valuation)
Semeling, Daerah 24,159
Kuala Muda, Kedah
Geran 1714, Lot
1146, Mukim
Semeling, Daerah
Kuala Muda, Kedah
Lot 3875, Mukim Land & 4,502/ 9 Freehold 1,850 30.06.2015
Simpang Kanan, Factory 2,378 (Valuation)
Tempat Sungei
Simpang Kanan,
Daerah Batu Pahat,
Johor

Lot 59 Parcel 1 Land & 8,984/ 9 Leasehold 52 30.06.2015


Block 136 Mukah Factory 3,083 99 years (Valuation)
Land District, (15.11.2035)
Sarawak

EKA NOODLES BERHAD (583565-U)


118 ANNUAL REPORT 2017
PROXY FORM PROXY FORM

EKA NOODLES BERHAD


(Company No. 583565-U)
(Incorporated in Malaysia)

* I /We……………………………………………………………………………….(*I/C No./Passport No./Company No. …….……………………………….)


(Full Name in Block Letters)

of ……………………………………………………..…………………………………………………………………………..……………………………………………….
(Address)

being a * member / members of the abovenamed Company, hereby appoint ..……………....…………………………..……………………….


(Full Name in Block Letters)

(*I/C No./Passport No./Company No. …….………………………….) of …………………………………………………..…………………………………….


(Address)

…………………………………………………………………………………………………………………………………..………………..…………………………………
(Address)

or failing whom, the Chairman of the meeting as *my/our proxy to vote for *me/us on *my/our behalf at the 15th Annual
General Meeting (“AGM”) of EKA Noodles Berhad will be held at Lot 208, Phase II, Kuala Ketil Industrial Estate, 09300 Kuala
Ketil, Kedah Darul Aman on Tuesday, 22 May 2018 at 11.00 a.m. and at any adjournment thereof.

NO. RESOLUTIONS FOR AGAINST


1 To re-elect Mr. Fong Yit Meng as a director of the Company
2 To re-elect Mr. Leong Woay Hong @ Neoh Woay Hong as a director of the Company
3 To approve the payment of directors’ fees
4 To approve the payment of directors’ benefits
5 To appoint auditors of the Company
6 Authority for directors to issue new shares

Please indicate with an “x” in the appropriate spaces provided above on how you wish your vote to be cast. If no specific
direction as to voting is given, the proxy may vote as he thinks fit.

Signed this .....................day of ................................,2018.

For appointment of two(2) proxies, percentage


No. of shares held of shareholdings to be represented by the proxies :
No. of shares %
Proxy 1
Proxy 2
100
…………………………………………………………………………..
Signature(s) of Member(s)

Notes:
1. A proxy may but need not be a member of the Company.
2. For a proxy to be valid, this form must be duly completed and deposited at the Registered Office of the Company, 51-21-A
Menara BHL Bank, Jalan Sultan Ahmad Shah, 10050 Penang not less than twenty-four (24) hours before the time appointed
for the taking of the poll or at any adjournment thereof. Last date and time for lodging of Proxy Form will be on Monday, 21
May 2018 at 11.00 am (being the approximate time appointed for the taking of the poll at the 15th AGM)
3. A member shall be entitled to appoint one (1) or more proxies to attend and vote instead of him at the same
meeting and where a member appoints two (2) or more proxies to vote at the same meeting, such appointment shall be
invalid unless he specifies the proportion of his shareholding to be represented by each proxy.
4. Where a member is an exempt authorized nominee which holds ordinary shares of the Company for multiple beneficial
owners in one securities account (“omnibus account”), there is no limit to the number of proxies it may appoint in respect of
each omnibus account it holds.
5. In the case of a corporate member, this form must be executed under the corporation’s common seal or under the hand of
an officer or attorney duly authorised.
6. In respect of deposited securities, only a depositor whose name appear on the Record of Depositors on 15 May 2018
(General Meeting Record of Depositors) shall be eligible to attend the meeting or appoint proxies to attend and/or vote on
his/her behalf.
7. Pursuant to Paragraph 8.29A of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, all the
resolutions set out in the notice of 15th AGM will be put to vote by poll.

* Strike out whichever is not desired. EKA NOODLES BERHAD (583565-U)


ANNUAL REPORT 2017 119
Please fold along this line and close
---------------------------------------------------------------------------------------------------------------------------------

STAMP

The Company Secretaries


EKA NOODLES BERHAD
(583565-U)

51-21-A, Menara BHL Bank


Jalan Sultan Ahmad Shah
10050 Penang

---------------------------------------------------------------------------------------------------------------------------------
Please fold along this line and close
www.eka.com.my

EKA NOODLES BERHAD (583565-U)


Lot 208, Phase II, Kuala Ketil Industrial Estate,
09300 Kuala Ketil, Kedah Darul Aman.
Tel: +604 - 416 2222 Fax : +604 - 416 2022

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