TIDMNBP
RNS Number : 3103J
Narborough Plantations PLC
02 April 2015
THE NARBOROUGH PLANTATIONS, PUBLIC LIMITED COMPANY
Incorporated in England and Wales 1910 - Registration No.
109273
(UK Registered Office: 25 Moorgate, London, EC2R 6AY, United
Kingdom)
Registered as a Foreign Company in Malaysia - No. 991416-W
(Malaysian Registered Office: 33 (1(st) Floor) Jalan Dato'
Maharajalela, 30000 Ipoh, Perak Darul Ridzuan, Malaysia)
The Narborough Plantations, plc ("The Company") hereby announce
that the following document has today been posted or otherwise made
available to shareholders:
1. 2014 Annual Report
The availability of the following documents will be announced
separately in due course:
a. Notice of 2015 Annual General Meeting
b. Form of Proxy for the 2015 Annual General Meeting
In accordance with Listing Rule 9.6.1 a copy of each of these
documents will be uploaded to the UKLA's National Storage Mechanism
and will be available for viewing shortly at
www.morningstar.co.uk/uk/nsm.aspx
The documents are also available on the Company's website at
www.narboroughplantations.com . A hard copy may be obtained upon
request to :
London Registrars
SMITH & WILLIAMSON LTD.
25 Moorgate
London EC2R 6AY
Switchboard: 0044-20 7131 4000
Fax: 0044-20 7131 4013
Malaysian Registrars
BUSINESS PROCESS OUTSOURCING SDN. BHD.
33 (1(st) Floor) Jalan Dato' Maharajalela
30000 Ipoh, Perak Darul Ridzuan, Malaysia
Telephone: 006-05-2559015
Fax: 006-05-2559016
Compliance with Disclosure and Transparency Rule 6.3.5 ("DTR
6.3.5") - Extracts from the 2014 Annual Report
The information below, which is extracted from the 2014 Annual
Report, is included solely for the purpose of complying with DTR
6.3.5 and the requirements it imposes on how to make public, Annual
Financial Reports. It should be read in conjunction with the
Company's Audited Final Result
Announcement issued on 2 April 2015 (available at
www.narboroughplantations.com).
Together these constitute the material required by DTR 6.3.5 to
be communicated to the media in unedited full text through a
Regulatory Information Service. This material is not a substitute
for reading the full 2014 Annual Report. All page numbers and
cross-references in the extracted information below refer to page
numbers in the 2014 Annual Report.
The information contained in this announcement does not
constitute the Company's statutory accounts, but is derived from
those statutory accounts. The statutory accounts for the year ended
31 December 2014 have been approved by the Board and will be
delivered to the Registrar of Companies following the Company's
AGM. The auditors have reported on those statutory accounts and
their report was unqualified and did not contain statements under
Section 498(2) of the Companies Act 2006 (regarding adequacy of
accounting records and returns) or under Section 498(3) of the
Companies Act 2006 (regarding provision of necessary information
and explanations).
APPENDIX A
Principal Risk And Uncertainties
The principal risks and uncertainties of the Company's business
are:
-- Unexpected variations in crop, principally caused by unusual weather and pest infestation.
-- Variations in commodity prices.
-- Input cost inflation.
The above risks and uncertainties are beyond the control of the
Company. However, the following measures are taken to lessen the
impact of these risks and uncertainties:
-- Unusual variations in crops
These are mostly due to excessive rainfall arising from the La
Nina effect or low rain fall due to the El Nino effect and sudden
pest outbreak i.e. infestation of rats, bagworms and rhinoceros
beetles. Drains and water retention ponds have been constructed
strategically around the estate to ensure sufficient supply of
water to the trees in the event of drought brought on by the El
Nino effect. The drains are also to ensure sufficient drainage to
avoid flooding.
APPENDIX A
Principal Risk And Uncertainties (continued)
-- Pest control measures
Pest control through natural means are given priority such as
the building of barn owl boxes to attract owls for rat control,
planting of Turnera Subulata plants as a habitat for wasp which is
a predator of bagworms and pheromone bait for rhinoceros beetles.
Spraying of pesticides are applied under stringent controls
according to professional agronomist recommendations and
occupational health and safety standards in Malaysia.
-- Variations in commodity prices
Commodity prices are governed by market forces. Hence, to ensure
stable revenue for the Company in the event of a fall in palm oil
futures, measures such as improving harvesting rounds and strict
adherence to fertilisation programmes set by Agronomist, have been
taken to optimise the production level of the trees. The Company
also places emphasis on producing quality FFB that will command a
better Oil Extraction Rate ("OER") from the mills, which in turn
will affect the price of our FFB.
-- Input cost inflation
The mitigation of input cost inflation is done through proper
planning of major resource usage such as, the purchase of
fertilisers which is reviewed every 6 months to fix the best
possible fertilisers prices based on the requirements as
recommended by the Agronomist by way of tender to lessen the effect
of fluctuating fertiliser prices. Transportation contractors are
re-evaluated every 6 months to ensure efficiency is maintained to
avoid additional transport costs.
The Company is a member of the Malayan Agricultural Producers
Association ("MAPA"), and the Malaysian Palm Oil Association
("MPOA") which keeps its members updated on the latest developments
of the Government of Malaysia's requirements for the industry. MAPA
also advises on how best to comply with the requirements in the
best interests of the Company. MPOA provides the information on the
latest technology available to protect against pest attacks and how
to increase yield.
General objectives, policies and procedures
The Board has overall responsibility for the determination of
the Company's risk management objectives and policies. The overall
objective of the Board is to set policies that seek to reduce risk
as far as possible without unduly affecting the Company's
competitiveness and flexibility. Further details regarding these
policies are set out below:
Interest rate risk
The Company's income and operating cash flows are substantially
independent of changes in market interest rates. As the Company
does not have any borrowings, interest rate exposure arises solely
from short term deposits with financial institutions.
APPENDIX A
Interest rate risk (continued)
Sensitivity analysis for interest rate risk
The effective interest rate of short term deposits at the end of
the reporting period was 2.2% per annum (2013: 2.4% per annum).
Sensitivity analysis is based on 100 basis point change of
effective interest risk.
2014 2013
RM GBP RM GBP
A change of 100
basis point in
effective interest
rate
+ 100 basis point
in effective
interest rate 94,998 17,463 91,317 16,879
- 100 basis point
in effective
interest rate (94,998) (17,463) (91,317) (16,879)
The interest profile of the Company's financial assets and
financial liabilities are as follows:-
2014 2013
RM GBP RM GBP
Financial assets
Fixed rate
Short term deposits 11,597,101 2,131,820 12,175,629 2,250,578
============ =========== ============ ===========
Floating rate
Cash and bank
balances 1,069,295 196,562 663,165 122,581
============ =========== ============ ===========
Interest free
Trade and other
receivables 301,892 55,495 359,070 66,372
============ =========== ============ ===========
Financial liabilities
Fixed rate
Cumulative preference
shares 84,163 19,024 84,163 19,024
============ =========== ============ ===========
Interest free
Trade and other
payables 1,002,199 184,227 649,413 120,039
============ =========== ============ ===========
APPENDIX A
Credit risk
Credit risk arises principally from the Company's trade
receivable.
The Company has only one customer and is on credit terms. To
mitigate the credit risk arising, the Company requires the customer
to place advances, representing a certain percentage of the total
sales to the customer. This customer has a maximum credit limit and
the Company seeks to maintain strict control over its outstanding
receivables to minimise credit risk. Overdue balances are reviewed
regularly by the management.
As such, the maximum exposure to credit risk in the event that
the counterparty fails to perform its obligation as at the end of
the financial year in relation to trade receivables is the carrying
amount of trade receivables as stated in the statement of financial
position as at the end of the financial year. There are no
outstanding amounts that are either past due or impaired at the end
of the financial year.
In respect of the short term deposits and cash and bank balances
placed with major financial institutions in Malaysia, Singapore and
United Kingdom, the Directors believe that the possibility of
non-performance by these financial institutions is remote on the
basis of their financial strength.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
The Company's policy in respect of liquidity is to ensure
sufficient cash resources are maintained to meet short-term
liabilities. The Company's liquidity risk is minimal as it
maintains adequate funds to meet its obligations as and when they
fall due. The company trades with only a single buyer, however
liquidity risk is immaterial as payment for FFB is made in advance
for deliveries made in the 1st 15 days of the month by the 20th day
of each month. The balance is settled by the 10th day of the
following month.
The Company is financed through equity and cumulative preference
shares.
The only significant financial asset the Company has is cash at
bank. Cash is held either on current or on short term deposits at
both fixed and floating rates of interest determined by the
relevant banks' prevailing base rate. Part of the cash at bank is
held in Pound Sterling accounts.
APPENDIX A
Currency risk
The Company is exposed to currency risk as a result of the
foreign currency transactions entered into in currencies other than
Ringgit Malaysia. The Company's policy is to limit its exposure to
currency risk by settlement of its foreign currency transactions
denominated in Pound Sterling by using the funds from its bank
accounts maintained in Pound Sterling.
The table below shows the Company's currency exposures that give
rise to the net currency gains and losses recognised in the income
statement. Such exposures comprise the financial assets and
financial liabilities of the Company that are not denominated in
the functional currency of the Company.
As at 31 December 2014, these exposures were as follows:
Foreign currency financial assets
RM GBP
Pound Sterling 3,095,918 569,103
=========== =========
The above foreign currency exposures arise from the Company's
cash maintained in Pound Sterling bank accounts. Other than the
short term deposits held in Pound Sterling, the cash flow of the
Company is generated entirely in Malaysia, and held in Ringgit
Malaysia
Sensitivity analysis for currency risk
Sensitivity analysis is based on RM1.00 change of Pound Sterling
translation rate.
2014 2013
RM RM
A change of RM1.00 in
Pound Sterling
translation rate
+ RM1.00 in Pound Sterling
translation rate 569,103 566,939
- RM1.00 in Pound Sterling
translation rate (569,103) (566,969)
There are no comparatives in Pound Sterling as the sensitivity
analysis is for the translation of currency held in Pound Sterling
to Ringgit Malaysia.
APPENDIX A
Capital
As described in Note 1.21 to the financial statements, the
Company considers its capital to comprise its ordinary share
capital, accumulated retained earnings and its cumulative
preference shares which are classified as a financial liability in
the statement of financial position.
In managing its capital, the Company's primary objective is to
ensure its continued ability to provide a consistent return for its
equity shareholders through a combination of capital growth and
distributions and through the payment of annual preference
dividends to its preference shareholders. In order to achieve this
objective, the Company seeks to balance risks and returns at an
acceptable level and also to maintain a sufficient funding base to
enable the Company to meet its working capital and strategic
investment needs. In making decisions to adjust its capital
structure to achieve these aims, the Company considers not only its
short-term position but also its long-term operational and
strategic objectives.
There have been no other significant changes to the Company's
capital management objectives, policies and processes in the year
nor has there been any change in what the Company considers to be
its capital.
The total amount of capital is as follows:
2014 2013
RM GBP RM GBP
Ordinary share
capital 4,891,969 1,331,659 4,891,969 1,331,659
Retained earnings 42,229,004 8,647,542 40,814,222 8,385,240
Cumulative preference
Shares 84,163 19,024 84,163 19,024
------------ ----------- ------------ -----------
47,205,136 9,998,225 45,790,354 9,735,923
============ =========== ============ ===========
APPENDIX B
The following statement is extracted from page 49 to 50 of the
Annual Report 2014 and is repeated here for the purposes of
compliance with DTR 6.3.5R.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report
and the Directors' Report, the Directors' Remuneration Report, the
Separate Corporate Governance Statement and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements of the company in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union ("EU").
The financial statements are required by law and IFRS adopted by
the EU to present fairly the financial position and performance of
the company. The Companies Act 2006 provides in relation to such
financial statements that references in the relevant part of that
Act to financial statements giving a true and fair view are
references to their achieving a fair presentation.
Under company law the directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the profit or
loss of the company for that period.
In preparing the company financial statements, the directors are
required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and accounting estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with IFRSs adopted by the EU;
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position the company and enable them to ensure that the
financial statements and the Directors' Remuneration Report comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
APPENDIX B
Directors' statement pursuant to the Disclosure and Transparency
Rules
Each of the directors, whose names and functions are listed in
the Directors' Report confirm that, to the best of each person's
knowledge:
a. the financial statements, prepared in accordance with IFRS as
adopted by the EU give a true and fair view of the assets,
liabilities, financial position and profit of the company; and
b. the Strategic Report and other reports contained in the
Annual Report includes a fair review of the development and
performance of the business and the position of the company as a
whole together with a description of the principal risks and
uncertainties that they face.
The directors are responsible for the maintenance and integrity
of the corporate and financial information included on The
Narborough Plantations Plc's website-
ww.narboroughplantations.com.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The report of the auditors can be found in section E of the
Annual Report 2014
This statement is made in accordance with the resolution of the
Board of Directors dated 27 March 2015 and authorised for issue on
27 March 2015.
Directors' statement pursuant to the Disclosure and Transparency
Rules
Each of the Directors, whose names and functions are listed in
the Directors' Report, confirms that, to the best of their
knowledge:
a) the financial statements, prepared in accordance with IFRS as
adopted by the EU give a true and fair view of the assets,
liabilities, financial position and profit of the Company taken as
a whole; and
b) the Strategic report and other reports contained in the
Annual Report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole
together with a description of the principal risks and
uncertainties that they face.
The names of the directors who have given this responsibility
statement are:
Roslan Bin Hamir (Independent Chairman)
Oliver John Harold Huntsman (Non-Independent Non-Excutive
Director)
Timothy Huntsman (Non-Independent Non-Executive Director)
Leong Tat Thim (Independent Non-Executive Director)
Mohd Razali Bin Mohd Amin (Independent Non-Executive
Director)
APPENDIX C
Related Party Transactions
During the period 1 January 2015 to 27 March 2015, there were no
transactions, loans, or proposed transactions between the Company
and any related parties which were material to either the Company
or the related party, or which were unusual in their nature or
conditions (see also Note 24 to the 2014 Annual Report).
Roslan Bin Hamir
Chairman
This announcement is dated 2 April 2015.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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