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Bursa Malaysia Securities Berhad (Bursa Malaysia Securities) has publicly reprimanded Timberwell Berhad (TIMWELL) for failing to ensure that TIMWELL’s announcement dated 28 February 2012 on the fourth quarterly report for the financial year ended 31 December 2011 (Q4 2011) took into account the adjustments as stated in TIMWELL’s announcement dated 30 April 2012.
The failure to take into account the adjustments was in contravention of paragraph 9.16(1)(a) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR) where 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.
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 and upon completion of due process.
TIMWELL is also required to carry out a limited review of its quarterly report submissions. The limited review must be performed by external auditors for four quarterly reports commencing from the quarterly report for the financial period ended 31 March 2013. In addition, TIMWELL must ensure all its directors and relevant personnel attend a training programme on compliance with the Main LR pertaining to financial statements. TIMWELL is also required to review and ensure the adequacy and effectiveness of its financial reporting function.
While Bursa Malaysia Securities has not found any of TIMWELL’s directors to have caused or permitted the breach by TIMWELL, Bursa Malaysia Securities wishes to highlight 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 at the material time were as follows:
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- YBhg Dato’ Seri Abdul Azim Bin Mohd Zabidi
- YB Datuk Mohamad Bin Haji Aziz
- Datuk Alladin Bin Mohd Hashim
- Datuk Yap Pak Leong
- Lam Soei Tin @ Agnes Lam
- Sui Diong Hoe
Bursa Malaysia Securities views the contravention seriously and has reminded TIMWELL and its Board of Directors of their obligation to uphold appropriate standards of responsibility and accountability to shareholders and the investing public.
BACKGROUND
TIMWELL reported an unaudited loss after taxation and minority interest of RM362,000 in TIMWELL’s Q4 2011, compared to an audited loss after taxation and minority interest of RM2,259,000 in TIMWELL’s annual audited accounts for the financial year ended 31 December 2011 (AAA 2011) which was announced on 30 April 2012. The variance of RM1,897,000 between the unaudited and audited results represented a deviation of 524%.
The deviation was mainly due to provision of depreciation charges arising from the reversal of TIMWELL’s subsidiary’s assets from non-current asset held for sale to property plant and equipment in the AAA 2011. TIMWELL had failed to discharge its obligation to ensure that the Q4 2011 complied with paragraph 9.16(1)(a) of the Main LR particularly in the light of the communication by the external auditors to TIMWELL (i.e. prior to the issuance of the Q4 2011) that the assets which had been classified to non-current asset held for sale did not fulfil the accounting standard and recommended that the non-current asset held for sale to be reclassified back to property, plant and equipment and to account for the depreciation charges in the financial statements for the year ended 2011.
