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Bursa Malaysia Securities Berhad (635998-W) (Bursa Malaysia Securities) has publicly reprimanded Kinsteel Berhad (KINSTEEL) in respect of the company’s quarterly report for the 18-month financial period ended 30 June 2014 (QR June 2014) announced on 29 August 2014 which was in contravention of paragraph 9.16(1)(a) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR).
Paragraph 9.16(1)(a) of the Main LR states that a listed issuer must ensure that each announcement made is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
KINSTEEL had failed to ensure that its QR June 2014 took into the adjustments as stated in the announcement dated 7 November 2014.
The public reprimand was imposed pursuant to paragraph 16.19(1) of the Main LR after taking into consideration all facts and circumstances of the matter including the impact on KINSTEEL’s share price movement and volume traded after announcement of the QR June 2014 and the company’s audited financial statements / adjustments and upon completion of due process.
KINSTEEL is also required to review and ensure the adequacy and effectiveness of its financial reporting function and carry out a limited review on its quarterly report submissions. The limited review must be performed by the company’s external auditors for four quarterly reports commencing no later from the quarterly report for the financial period ended 31 December 2015. In addition, KINSTEEL must ensure all its directors and relevant personnel attend a training programme in relation to compliance with the Main LR pertaining to financial statements.
While Bursa Malaysia Securities has not found any of KINSTEEL’s directors to have caused or permitted the breach by the company, Bursa Malaysia Securities wishes to highlight and remind that it is the duty of the directors to maintain appropriate standards of responsibility and accountability in ensuring compliance of the Main LR. The Board of Directors of KINSTEEL at the material time was as follows:-
- Dato’ Ong Tee Thong
- Dato’ Md Sharif Bin Shamsuddin
- Tan Sri Dato’ Sri Pheng Yin Huah
- Dato’ Henry Pheng Chin Guan
- Dato’ Sri Mohd Fauzi Bin Yon
- Dato’ Hong Thian Hock
- Datin Hong Cheng Guat
- Dato’ Lew Choon
- Mr Pheng Chin Huat
- Encik Shamsudin @ Samad Bin Kassim
- Mr Chong Hoi Sheong @ Chong Hoi Cheong
- Mr Chieng Ing Mui
- Mr Lim Pang Kiam
- Mr Cheam Tow Yong
- Mr Pheng Chin Shiun
Bursa Malaysia Securities views the contravention seriously as timely and accurate submission of financial statements to enable investors to make informed investment decisions is one of the fundamental obligations of companies listed on the Official List of Bursa Malaysia Securities.
BACKGROUND
KINSTEEL had reported an unaudited loss after taxation and minority interest of RM421.494 million in its QR June 2014 (announced on 29 August 2014) as compared to an audited loss after taxation and minority interest of RM546.814 million in the audited financial statements (announced on 7 November 2014). The difference of RM125.320 million between the unaudited and audited results represented a variance of 29.7%.
The adjustments were mainly attributed by the Company’s subsidiary at the material time, Perwaja Holdings Berhad (PERWAJA) and in respect of impairment on plant and machinery. In this respect, despite request by the external auditors since 28 May 2014, PERWAJA had failed to undertake an impairment assessment including taking reasonable steps to appoint and expedite completion of the independent valuation report prior to the submission of the QR June 2014. The explanation that the adjustment was made upon receipt of the valuation letter dated 6 November 2014 was not acceptable.
KINSTEEL has the responsibility to ensure that its consolidated financial statements were prepared to give a true and fair view of the state of affairs of the group and there was no justification for its failure to do so particularly where the entire Board of Directors of PERWAJA (except for Ms. Lim Chew Yin) were directors of KINSTEEL and they were or should be aware of the audit issues highlighted by the external auditors including the request for an independent valuation report.
