Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded GLOBAL CARRIERS BERHAD (GLOBALC or the Company) and its Executive Chairman, Nor Azrina binti Azlan for breaches of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR). In addition, Nor Azrina binti Azlan was fined RM19,500.
GLOBALC was publicly reprimanded for failing to announce/issue the following financial statements within the stipulated timeframe in contravention of paragraphs 9.22(1) and 9.23 of the Main LR:
No |
Financial Statement |
Due Date for Submission |
Date of Submission |
1 |
Annual audited financial statements for the financial year ended (FYE) 31 December 2012 (AAA 2012) |
30 April 2013 |
26 June 2013 |
2 |
Quarterly report for the financial period ended 31 March 2013 |
31 May 2013 |
26 June 2013 |
3 |
Annual Report for the FYE 31 December 2012 (AR 2012) |
30 June 2013 |
5 July 2013 |
Notwithstanding that GLOBALC was de-listed on 19 December 2014, the breaches had been committed while GLOBALC was listed on the Official List of Bursa Malaysia Securities.
Nor Azrina binti Azlan, being the only executive director of GLOBALC at the material time was found to have breached paragraph 16.13(b) of the Main LR for permitting knowingly or where she had reasonable means of obtaining such knowledge, GLOBALC to commit the breach of paragraph 9.23(2) of the Main LR in respect of the delay in the announcement of the AAA 2012. A public reprimand and fine of RM19,500 was imposed on Nor Azrina binti Azlan in respect of the breach.
Bursa Malaysia Securities views the contraventions seriously as the requirement for listed companies to ensure timely submission of financial statements was of paramount importance in ensuring a fair and orderly market of securities traded on Bursa Malaysia Securities.
BACKGROUND
The delay in the announcement of the AAA 2012 was due to GLOBALC’s failure to resolve the various outstanding audit matters comprising of mainly audit confirmations from bankers/borrowings and solicitors, status of defaulted borrowings and status of the Company’s regularisation plan pursuant to Practice Note 17 (PN17) prior to the due date to announce the AAA 2012 on 30 April 2013.
The resolution of these outstanding audit matters were pertinent for the external auditors to determine the form of audit opinion to be issued for the AAA 2012 and enable the preparation of the financial statements to reflect the true and fair view of the state of affairs of the Company as at the FYE 31 December 2012.
GLOBALC had failed to demonstrate reasonable steps / efforts taken to ensure that the outstanding audit matters were procured / resolved expeditiously.
The finding of breach and imposition of the above penalties on GLOBALC and Nor Azrina binti Azlan were made pursuant to paragraph 16.19(1) of the Main LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the following:-
a. The materiality of the breach as follows:
i. The delay in the submission of the AAA 2012 had led to the trading of the Company’s securities being suspended from 9 May 2013 to 5 July 2013. The suspension was uplifted on 8 July 2013 after the submission of the AR 2012 on 5 July 2013; and
ii. Upon announcement of the AAA 2012, the Company had triggered the criteria under paragraph 2.1 (d) of PN17 where the external auditors had issued a disclaimer opinion in the AAA 2012; and
b. The knowledge, role, responsibilities and conduct of Nor Azrina binti Azlan who was the only executive director at the material time responsible for overseeing the Company’s operations / departments including the Finance Department which regularly reported and/or discussed with her on the preparation and status of the outstanding financial statements. In this respect, despite being in a position to ascertain, address and ensure that the outstanding audit matters were resolved expeditiously, she failed to demonstrate reasonable efforts/steps taken to discharge her duties to resolve