【PASDEC 6912 交流专区】彭亨发展控股

icy97

Type	Announcement
Subject	OTHERS
Description	Pasdec Holdings Berhad ("PASDEC" or "Company") Voluntary Separation Scheme
The Board of Directors (“Board”) of the Company wishes to announce that a Voluntary Separation Scheme (“VSS”) exercise has been completed within PASDEC Group. The exercise was implemented and made available to the eligible employees within PASDEC Group. The VSS is purely voluntary in nature where employees were given option whether or not to accept the VSS offered by the Company in accordance with the terms and conditions set by the Board. A total of 39 applications were approved for the VSS, representing approximately 32% of PASDEC Group’s workforce with total pay-out of approximately RM3.52 million. The implementation of the VSS is to reduce the operating costs and improve efficiency across the Group as well as embark on outsourcing initiatives of certain non-core functions within the Group. Management of PASDEC had undertaken various approach to address employees’ concerns including holding several briefing sessions.  Relevant laws and regulations were taken into consideration and measures have been undertaken to ensure there is no disruption to PASDEC Group’s operations arising from the VSS. Following the completion of the VSS, PASDEC Group aims to maximise its manpower utilisation and increase its operational efficiency and productivity. This announcement is dated 31 January 2020.

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SUMMARY OF KEY FINANCIAL INFORMATION 31 Dec 2019

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Dec 2019	31 Dec 2018	31 Dec 2019	31 Dec 2018
		$$'000	$$'000	$$'000	$$'000

1	Revenue	8,206	12,648	31,435	57,164
2	Profit/(loss) before tax	-13,932	2,667	-15,692	-3,775
3	Profit/(loss) for the period	-16,217	-9,714	-17,881	-21,736
4	Profit/(loss) attributable to ordinary equity holders of the parent	-14,883	-9,296	-16,362	-19,919
5	Basic earnings/(loss) per share (Subunit)	-3.72	-2.34	-4.09	-5.63
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.8200		0.8600

pts2222

https://www.theedgemarkets.com/a ... -2019-annual-report

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 31 Mar 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		31 Mar 2020	31 Mar 2019	31 Mar 2020	31 Mar 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	5,108	47,511	5,108	47,511
2	Profit/(loss) before tax	-918	-3,363	-918	-3,363
3	Profit/(loss) for the period	-3,455	-3,640	-3,455	-3,640
4	Profit/(loss) attributable to ordinary equity holders of the parent	-2,628	-3,178	-2,628	-3,178
5	Basic earnings/(loss) per share (Subunit)	-0.66	-0.79	-0.66	-0.79
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.8100		0.8200

icy97

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description	PASDEC HOLDINGS BERHAD ("PASDEC" OR "COMPANY'')RELATED PARTY TRANSACTIONPROPOSED DEEMED DISPOSAL BY PASDEC AUTOMOTIVE TECHNOLOGIES (PTY) LIMITED OF THE ENTIRE EQUITY INTEREST IN ITS WHOLLY-OWNED SUBSIDIARY, PASDEC AUTOMOTIVE TECHNOLOGIES (BOTSWANA) (PTY) LIMITED
The Board of Directors of the Company (“Board”) wishes to announce that the Company had on 16 July 2020 received a confirmation from the appointed solicitors in South Africa that Pasdec Automotive Technologies Proprietary Limited (“PAT”), together with its wholly-owned subsidiary, Pasdec Automotive Technologies (Botswana) Proprietary Limited (“PATBW”) had entered into a series of agreements of various dates (“Agreements”) for the proposed deemed disposal of the entire equity interest held by PAT in PATBW (“Proposed Deemed Disposal”). Further details on the Proposed Deemed Disposal are set our in the ensuing attachment. This announcement is dated 17 July 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3069592

Attachments PASDEC- Proposed deemed disposal (LPD16072020).pdf

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) RELATED PARTY TRANSACTIONS
Description	PASDEC HOLDINGS BERHAD ("PASDEC" OR "COMPANY")RELATED PARTY TRANSACTIONPROPOSED DEEMED DISPOSAL BY PASDEC AUTOMOTIVE TECHNOLOGIES (PTY) LIMITED OF THE ENTIRE EQUITY INTEREST IN ITS WHOLLY-OWNED SUBSIDIARY, PASDEC AUTOMOTIVE TECHNOLOGIES (BOTSWANA) (PTY) LIMITED
The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the announcement dated 17 July 2020 in relation to the Proposed Deemed Disposal, where applicable. We make reference to the Company’s announcement dated 17 July 2020 (“1st Announcement”) on the above matter and wish to provide additional explanation to the Proposed Deemed Disposal as per the ensuing attachment.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3070414

Attachments Additional 4 Bursa_PASDEC Deemed Disposal (21072020).pdf

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Jun 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Jun 2020	30 Jun 2019	30 Jun 2020	30 Jun 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	6,184	29,269	11,292	62,594
2	Profit/(loss) before tax	827	-4,017	-91	-7,380
3	Profit/(loss) for the period	-8,326	-3,740	-11,781	-7,380
4	Profit/(loss) attributable to ordinary equity holders of the parent	-3,634	-2,576	-6,262	-5,754
5	Basic earnings/(loss) per share (Subunit)	-0.91	-0.65	-1.56	-1.44
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.7800		0.8100

icy97

Type	Announcement
Subject	OTHERS
Description	PASDEC HOLDINGS BERHAD ("PASDEC" or "Company")DEVIATION OF 10% OR MORE BETWEEN THE ANNOUNCED UNAUDITED RESULTS AND THE AUDITED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2019
Pursuant to paragraph 9.19(35) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors (“Board”) of the Company wishes to announce that there is a deviation of more than 10% between the loss after tax attributable to equity holders of the Company as stated in the quarterly report for the period ended 31 December 2019 announced on 28 February 2020 and 2 March 2020 and the audited financial statements together with the Auditors’ and Directors’ reports for the financial year ended 31 December 2019. The deviation is reconciled and explained in the attachment enclosed. This announcement is dated 27 October 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3099991

Attachments PASDEC_DEVIATION IN UNAUDITED RESULTS AND AFS 2019.pdf

icy97

Type	Announcement
Subject	AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Description	PASDEC HOLDINGS BERHAD ("PASDEC" or "Company")Unqualified Opinion With Material Uncertainty Related To Going Concern In The Audited Financial Statements For The Financial Year Ended 31 December 2019
Pursuant to Paragraph 9.19(37) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the Board of Directors of the Company wishes to announce that the Company’s external Auditors, Messrs. Hanafiah Raslan & Mohamad PLT (“HRM”) have expressed an unqualified opinion with material uncertainty related to going concern in the Company’s Audited Financial Statements for the financial year ended 31 December 2019. Please refer to the attachment for details of the announcement. This announcement is dated 27 October 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3099990

Attachments PASDEC_Announcement on Material Uncertainty To Going Concern.pdf

Type	Announcement
Subject	AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Description	PASDEC HOLDINGS BERHAD ("PASDEC" or "Company")Unqualified Opinion With Material Uncertainty Related To Going Concern In The Audited Financial Statements For The Financial Year Ended 31 December 2019
In the earlier announcement made on 27 October 2020, the 'Extract of Auditors' Report' on page 1 of the attachment referred to financial statements from page 17 to 141 which is erroneous. The correct reference for the financial statements as set out in the Annual Report 2019 is from page 69 to 154. The amended announcement is attached.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3100504

Attachments PASDEC_Amended Announcement on Material Uncertainty To Going Concern.pdf

icy97

BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES PASDEC HOLDINGS BERHAD AND ITS FORMER GROUP MANAGING DIRECTOR

PASDEC HOLDINGS BERHAD

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Pasdec Holdings Berhad (PASDEC) and its former Group Managing Director, Dato’ Sri Tew Kim Thin (Dato’ Sri Tew) for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR).  In addition, Dato’ Sri Tew was fined RM12,500.

PASDEC was publicly reprimanded for breach of paragraph 9.23(1) of the Main LR where the company had failed to issue its annual report that included the annual audited financial statements (AFS) together with the auditors’ and directors’ reports for the financial year ended (FYE) 31 December 2018 () on or before 30 April 2019 ().PASDEC had only issued the AR 2018 on 11 June 2019.

PASDEC was also required to review and ensure the adequacy and effectiveness of its financial reporting function.  In addition, PASDEC must ensure Dato’ Sri Tew and the relevant personnel attend a training programme in relation to compliance with the Main LR pertaining to financial statements.

Dato’ Sri Tew had breached paragraph 16.13(b) of the Main LR for permitting knowingly or where he had reasonable means of obtaining such knowledge, PASDEC to commit the Breach.

The finding of breach and imposition of the above penalties on PASDEC and Dato’ Sri Tew were made pursuant to paragraph 16.19 of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality of the Breach, impact of the Breach to PASDEC and shareholders/investors and the roles, responsibilities, knowledge and conduct of Dato’ Sri Tew.

Bursa Malaysia Securities views the contravention seriously as the timely submission of financial statements is one of the fundamental obligations of listed companies and is of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions.

BACKGROUND

The delay in issuance of the AR 2018 was mainly due to the failure of the Company and Dato’ Sri Tew to resolve the audit issue on the redemption of the preference shares (RPS) issued by Pasdec Automotive Technologies (Botswana) (Pty) Ltd (PATBW) to Bostwana Development Corporation (RPS Issue) which would affect the company’s ability to continue as a going concern and the audit opinion.

The Company and Dato’ Sri Tew were aware of the RPS Issue and the seriousness/implications if the RPS Issue remained unresolved given the numerous communications and notices by the external auditors and the Chief Operating Officer since it was first highlighted as one of the area of audit emphasis rated as ‘high’ in the audit plan tabled at the Audit Committee meeting on 21 November 2018.  However, the RPS Issue was only resolved with the external auditors towards end of May 2019.

In addition, the external auditors had in the audit plan tabled at the Audit Committee meeting on 21 November 2018 raised recurring concern on the delay in finalisation of the audit of PASDEC’s South Africa subsidiaries in previous years due to untimely documents/workings received from management. However, PASDEC had failed to demonstrate reasonable and expeditious steps taken to ensure that the audit and AFS of its subsidiaries were completed and finalised on time for the external auditors’ review and consolidation into the AFS of PASDEC Group prior to the due date of 30 April 2019, towards timely finalisation of the AR 2018.  The outstanding matters on the audit of the South Africa subsidiaries (other than the RPS Issue) were only resolved with the external auditors on 22 & 27 May 2019 and 7 June 2019 and it was further noted that there were numerous erroneous and inconsistencies in the information and documents provided to the auditors.

Dato’ Sri Tew being the Group Managing Director and only Executive Director at the material time had failed to discharge his duties to address and resolve the RPS Issue expeditiously and to monitor and supervise the management.  He had merely relied on the management to ensure timely completion of the audit of the subsidiaries.

SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2020

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2020	30 Sep 2019	30 Sep 2020	30 Sep 2019
		$$'000	$$'000	$$'000	$$'000

1	Revenue	15,330	6,713	26,622	23,230
2	Profit/(loss) before tax	-1,477	360	-1,568	-996
3	Profit/(loss) for the period	-2,138	5,716	-13,919	-1,664
4	Profit/(loss) attributable to ordinary equity holders of the parent	-4,220	2,421	-10,482	-1,479
5	Basic earnings/(loss) per share (Subunit)	-1.06	0.60	-2.62	-0.37
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.7600		0.7900

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	PASDEC HOLDINGS BERHAD ("PASDEC" OR "COMPANY")NON-RELATED PARTY TRANSACTIONPROPOSED DISPOSAL OF THE ENTIRE EQUITY INTEREST COMPRISING 54,000,000 ORDINARY SHARES IN PAHANG OFF-SHORE SDN BHD, AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF PASDEC (PROPOSED DISPOSAL)
The Board of Directors of Pasdec Holdings Berhad (“PASDEC” or “Company”) wishes to announce that  on 10 December 2020, its wholly-owned subsidiary, Mutiara Pasdec Sdn Bhd (“MPSB” or “Vendor”) has entered into a conditional share sale and purchase agreement (“SSPA”) with WMW Realty Sdn Bhd (“WRSB” or “Purchaser”) for the disposal of the entire equity interest comprising 54,000,000 ordinary shares (“Sale Shares”) in Pahang Off-Shore Sdn Bhd (“POSB”) to WRSB for a total cash consideration of RM1.00 (“Proposed Disposal”). Further details on the Proposed Disposal is set out in the ensuing attachment. This announcement is dated 10 December 2020.

https://www.bursamalaysia.com/market_information/announcements/company_announcement/announcement_details?ann_id=3112950

Attachments PASDEC_Announcement SSPA10.12.2020_final.pdf

icy97

icy97 发表于 17-4-2019 04:47 AM
http://www.bursamalaysia.com/market/listed-companies/company-announcements/6118385

Type	Announcement
Subject	TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description	PASDEC HOLDINGS BERHAD ("PASDEC" OR "Company")DISPOSAL OF  A  WHOLLY-OWNED SUBSIDIARY, SUMBANGAN SAKTI SDN. BHD.
The terms used herein shall, unless the context otherwise stated, bear the same meaning as those defined in the announcement in relation to the Disposal, where applicable. We make reference to the Company's announcement made on 5 April 2019 on the above matter. The Company wishes to announce that the Agreement for the Sale Shares was not completed by the Purchaser and therefore the Disposal has been cancelled by the Vendor in accordance with the terms of the Agreement. Sumbangan Sakti remains a wholly-owned subsidiary of PASDEC. This announcement is dated 20 January 2021.

icy97

SUMMARY OF KEY FINANCIAL INFORMATION 30 Sep 2021

		INDIVIDUAL PERIOD		CUMULATIVE PERIOD
		CURRENT YEAR QUARTER	PRECEDING YEAR CORRESPONDING QUARTER	CURRENT YEAR TO DATE	PRECEDING YEAR CORRESPONDING PERIOD
		30 Sep 2021	30 Sep 2020	30 Sep 2021	30 Sep 2020
		$$'000	$$'000	$$'000	$$'000

1	Revenue	6,924	15,330	29,835	26,622
2	Profit/(loss) before tax	-888	-1,477	-4,818	-1,568
3	Profit/(loss) for the period	-340	-2,138	-4,711	-13,919
4	Profit/(loss) attributable to ordinary equity holders of the parent	-339	-4,220	-4,707	-10,482
5	Basic earnings/(loss) per share (Subunit)	-0.09	-1.06	-1.18	-2.62
6	Proposed/Declared dividend per share (Subunit)	0.00	0.00	0.00	0.00
		AS AT END OF CURRENT QUARTER		AS AT PRECEDING FINANCIAL YEAR END
7	Net assets per share attributable to ordinary equity holders of the parent ($$)	0.9300		0.9300

icy97

BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES PASDEC HOLDINGS BERHAD AND 7 DIRECTORS

PASDEC HOLDINGS BERHAD

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded Pasdec Holdings Berhad (PASDEC) and 7 of its directors for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, the 7 directors of PASDEC were imposed total fines of RM468,000.
PASDEC was publicly reprimanded for breach of the following provisions of the Main LR:-


1.  Paragraph 9.23(1) of the Main LR for failing to issue the annual report that included the audited financial statements (AFS) together with the auditors’ and directors’ reports for the financial year ended (FYE) 31 December 2019 (AR 2019) within the extended timeframe of 31 July 2020 (2019 Delay Breach).  PASDEC had only issued the AR 2019 on 27 October 2020, after a delay of 59 market days.


2.  Paragraph 9.35A(1)(a) of the Main LR for failing to ensure that the company’s fourth quarterly report for FYE 31 December 2019 (QR 4/2019) announced on 28 February 2020 took into account the adjustments stated in the Company’s announcement dated 27 October 2020 (2019 Deviation Breach).
PASDEC had reported an unaudited loss attributable to owners of the company of RM16.362 million in the QR 4/2019 announced on 28 February 2020 as compared to an audited loss attributable to owners of the company of RM27.502 million in the AFS for FYE 31 December 2019 announced on 27 October 2020. The difference of RM11.14 million represented a variance of 68.1%.


3.  Paragraph 16.17A of the Main LR for failing to comply with the enforceable undertaking dated 26 August 2019 provided by the company to Bursa Malaysia Securities pursuant to paragraph 16.29(2) of the Main LR (Undertaking) where PASDEC had acknowledged, undertaken and agreed, amongst others - (a)  to ensure its Board of Directors review and assess the adequacy and competency of the company’s finance and accounting resources and adequacy, comprehensiveness and effectiveness of the company’s policies and procedures, internal controls and/or risk management system and full and effective implementation of the same towards compliance of the Main LR (Finance Function Review); and(b)  that the company would not commit a breach of paragraph 9.16(1)(a) of the Main LR in respect of the company’s quarterly reports and/or annual reports for a period of 3 years.

PASDEC was also required to carry out a limited review on the company’s quarterly report submission. The limited review must be performed by the company’s external auditors for four quarterly reports commencing no later from the quarterly report for the financial period ended 30 September 2022. In addition, PASDEC must ensure that all the 7 directors and its relevant personnel attend a training programme in relation to compliance with the Main LR pertaining to financial statements.

All the 7 directors of PASDEC at the material time were publicly reprimanded and/or fined for breach of paragraph 16.13(b) of the Main LR for permitting the company to commit the breaches as follows:-

No.	Directors	Breach	Penalty
1.	Gen. Tan Sri Dato’ Sri Zulkiple Bin Kassim (R)Independent Non-Executive Chairman	2019 Delay Breach	Public Reprimand and Fine of RM11,800
		2019 Deviation Breach	Public Reprimand
		Breach of undertaking	Public Reprimand and Fine of RM50,000
2.	Dato’ Sri Tew Kim ThinExecutive Deputy Chairman	2019 Delay Breach	Public Reprimand and Fine of RM29,500
		2019 Deviation Breach	Public Reprimand
		Breach of undertaking	Public Reprimand and Fine of RM50,000
3.	Tew Kim KiatGroup Managing Director	2019 Delay Breach	Public Reprimand and Fine of RM29,500
		2019 Deviation Breach	Public Reprimand
		Breach of Undertaking	Public Reprimand and Fine of RM50,000
4.	Sharina BahrinIndependent Non-Executive DirectorAudit Committee Chairman	2019 Delay Breach	Public Reprimand and Fine of RM11,800
		2019 Deviation Breach	Public Reprimand
		Breach of Undertaking	Public Reprimand and Fine of RM50,000
5.	Dato’ Sri Sharifuddin Bin Ab. GhaniIndependent Non-Executive DirectorAudit Committee member	2019 Delay Breach	Public Reprimand and Fine of RM11,800
		2019 Deviation Breach	Public Reprimand
		Breach of Undertaking	Public Reprimand and Fine of RM50,000
6.	Dato’ Kamarul Arifin Bin Ahmad @ Abd RahmanNon-Independent Non-Executive DirectorAudit Committee member	2019 Delay Breach	Public Reprimand and Fine of RM11,800
		2019 Deviation Breach	Public Reprimand
		Breach of Undertaking	Public Reprimand and Fine of RM50,000
7.	Dato’ Mohd Faizal Bin JaafarNon-Independent Non-Executive Director	2019 Delay Breach	Public Reprimand and Fine of RM11,800
		2019 Deviation Breach	Public Reprimand
		Breach of Undertaking	Public Reprimand and Fine of RM50,000

The finding of breaches and imposition of the above penalties on PASDEC and its directors were made pursuant to paragraph 16.19 of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality of the breaches, impact of the breaches to PASDEC and shareholders/investors, the roles, responsibilities, knowledge, involvement and conduct of the directors and the fact that PASDEC had previously committed similar breaches.

Bursa Malaysia Securities views the contraventions seriously particularly as timely and accurate submission of financial statements are fundamental obligations of listed companies and is of paramount importance in ensuring a fair and orderly market for securities traded on Bursa Malaysia Securities and necessary to aid informed investment decisions.  Listed companies and its directors must also ensure strict compliance of any undertaking given to Bursa Malaysia Securities.

Bursa Malaysia Securities has also reminded PASDEC and its Board of Directors of their responsibility to maintain the appropriate standards of corporate responsibility and accountability to its shareholders and the investing public.

BACKGROUND

PASDEC had previously committed the following financial reporting breaches:-

• breach of paragraph 9.16(1)(a) of the Main LR for failing to ensure that the company’s fourth quarterly report for FYE 31 December 2017 announced on 28 February 2017 took into account the adjustments stated in the company’s announcement released on 2 May 2018 which included adjustments arising from the financial results of Pasdec Resources SA Ltd. (PRSA), where there was a deviation of RM1.823 million or 28% between the unaudited and audited profit attributable to owners of the company (2017 Deviation Breach); and
• breach of paragraph 9.23(1) of the Main LR for only submitting the company’s annual report that included the AFS together with the auditors’ and directors’ reports for FYE 31 December 2018 due on 30 April 2019 on 11 June 2019 (2018 Delay Breach).  The 2018 Delay Breach was mainly caused by the delay in finalising the audit of the PASDEC’s subsidiaries in South Africa (i.e. the PRSA Group) where there were delays in resolving key audit issues and numerous matters and erroneous/inconsistencies in the information/documents provided to the auditors.
  
  

Despite the previous breaches above, PASDEC had committed the 2019 Delay Breach and 2019 Deviation Breach which again mainly arose from the delay in completion of the audit of PRSA Group and adjustments made in respect of the financial results of PRSA Group. The breaches were essentially due to the failure of PASDEC and its directors to:-

• keep, maintain and provide the necessary and proper accounting and other records on a timely basis and/or in such a manner to facilitate proper auditing by the external auditors and enable the preparation of true and fair financial statements;
• to review, assess and put in place a proper and effective governance/structure/framework vis-à-vis the Group’s finance function to ensure timely and proper preparation of the financial statements in accordance with the Main LR; and
• take reasonable steps to address or resolve all audit issues expeditiously with the external auditors.
  
  

Pursuant to an agreed settlement with Bursa Malaysia Securities in respect of the 2017 Deviation Breach, the Board had authorised PASDEC to provide the Undertaking to, amongst others, carry out the Finance Function Review.  The Undertaking served to ensure compliance of the Main LR and prevent occurrence of similar financial reporting breaches by PASDEC.  However, there was no evidence that the Board had deliberated on or carried out the Finance Function Review subsequent to the Undertaking for approximately 1.5 years until 25 May 2021. The external auditors’ review of the Statement of Risk Management and Internal Control for purposes of inclusion in the AR 2019 in accordance with paragraphs 15.23 and 15.26(b) of the Main LR did not fulfil the Finance Function Review condition.  PASDEC had only in 2021, i.e. 1 ½ years later, carried out a review and assessment of its finance function which was imposed on the company for the 2018 Delay Breach, by which time, PASDEC had committed the 2019 Deviation Breach and 2019 Delay Breach.

There was blatant failure by the directors to ensure compliance with the Undertaking and in the discharge of their duties where:-

• the directors had admitted that PASDEC may not have put in place a sound and effective accounting, reporting and internal control system in PRSA Group and the weaknesses had resulted in significant deviation of the financial results of PASDEC Group for FYE 31 December 2019;
• the directors’ representation that PASDEC did not have full control on the accounting, reporting and internal control system of PRSA Group was not acceptable as PRSA Group were still its subsidiaries at the material time and the Board had responsibility over the Group’s governance to ensure compliance of the Undertaking and the Main LR;
• the directors had disregarded the governance and supervision of the finance function of the PRSA Group in view of the company's plan to exit PRSA Group;
• the directors had merely relied and continued to rely on the finance team in PRSA Group to ensure timely and accurate preparation of the financial statements even though it was clear that the finance team had not been effective and expedient in providing the relevant information or documents and resolving the outstanding matters and issues with the auditors; and
• there was lack of supervision by the directors to ensure timely commencement of the audit and to address or resolve the audit issues of PRSA Group to ensure veracity of the QR 4/2019 despite being aware of the company’s undertaking to carry out a limited review on the QR 4/2019 pursuant to the Undertaking.
  
  

The Company had also represented that the breaches were due to the outbreak of the unprecedented Covid-19 pandemic which led to the various movement control orders/lockdowns imposed and was an unforeseeable event that had adversely disrupted PRSA Group. However, Bursa Malaysia Securities had granted PASDEC various extensions of time totalling 3 months to issue the AR 2019 considering, amongst others, the Covid-19 pandemic and lockdowns imposed. Hence, PASDEC must strictly comply with the extended timeframe granted.

A higher fine was imposed on Dato’ Sri Tew Kim Thin, the Executive Deputy Chairman and Tew Kim Kiat, the Group Managing Director for the 2019 Delay Breach in view of their executive and primary roles over the financial management of PASDEC Group to ensure the timely preparation and issuance of financial statements, including to prepare, monitor, review and approve the QR 4/2019 and AR 2019.