BURSA MALAYSIA PUBLICLY REPRIMANDS PROGRESSIVE IMPACT CORPORATION BERHAD FOR BREACH OF MAIN MARKET LISTING REQUIREMENTS
Bursa Malaysia Securities Berhad (Bursa Securities) has publicly reprimanded Progressive Impact Corporation Berhad (PICORP) in respect of the following:
- Failing to take into account the adjustments stated in the Company’s announcement dated 29 April 2011 when it announced its fourth quarter report for the financial period ended 31 December 2010 (QR4/2010) on 28 February 2011 (1st Variance); and
- Failing to take into account the adjustments stated in the Company’s announcement dated 15 May 2012 when it announced its fourth quarter report for the financial period ended 31 December 2011 (QR4/2011) on 29 February 2012 (2nd Variance);
The failures to take into account the adjustments were in contravention of paragraph 9.16(1)(a) of the Main Market Listing Requirements (Main LR) where a listed issuer must ensure that each announcement 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.
PICORP 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 30 September 2012. In addition, PICORP must ensure all its directors and the relevant personnel attend a training programme on compliance with the Main LR pertaining to financial statements and assess the competency, adequacy and effectiveness of its financial reporting function.
While Bursa Securities has not found any of PICORP’s directors to have caused or permitted the breach by the Company, Bursa 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 Listing Requirements. The Board of Directors at the material time was as follows:
- Dato’ Mohamed bin Hashim (retired on 23 May 2011)
- Haji Zaid bin Haji Abdullah
- Hajjah Zaidah bt Haji Mohd Salleh
- Haji Hassan bin Hussain
- Emeritus Professor Dato’ Dr. Mohd Sham bin Mohd Sani
- Lee Weng Chong
- Datuk Abdul Hamid bin Sawal (appointed on 23 May 2011)
Bursa Securities views the contravention seriously and reminds PICORP and its Board of Directors of their obligation to uphold appropriate standards of responsibility and accountability to shareholders and the investing public.
- In respect of the 1st Variance, PICORP reported an unaudited profit after taxation and minority interest of RM546,000 in its QR4/2010 unaudited results, compared to an audited profit after taxation and minority interest of RM1,912,033 in its annual audited accounts for the financial year ended 31 December 2010. The difference of RM1,366,033 between the unaudited results and the audited results represented a deviation of approximately 250%.
The deviation was mainly due to the omission by the Company to take into account the net gain arising from fair value adjustment of the Company’s investment property amounting to RM1.248 million in accordance with the accounting standard. The omission by the Company was unreasonable particularly as the Company had recognised the gain arising from changes in the fair value of its investment properties in the previous financial year ended 31 December 2006 and 31 December 2008.
- In respect of the 2nd Variance, PICORP reported an unaudited profit after taxation and minority interest of RM9,234,000 in its QR4/2011 unaudited results, compared to an audited profit after taxation and minority interest of RM11,391,796 in its annual audited accounts for the financial year ended 31 December 2011. The difference of RM2,157,796 between the unaudited results and the audited results represented a deviation of approximately 23.37%.
The deviation was mainly due to the full impairment in respect of the Company’s investment in an associate instead of impairment up to the market value of the investment or the recoverable amount in accordance with the accounting standards.