A n n u a l R e p o r tfor the financial year ended 31 January 2019
Annual Report 2019 1
ContentsGroup Corporate Directory
Chairman’s Management Discussion & Analysis Disclosures
Sustainability Statement
Five-Year Group Financial Highlights
Share Price Performance
Corporate Governance Overview Statement
Directors’ Responsibility in Financial
2
3
4
9
20
23
25
26
27
37
Statement on Risk Management and Internal Control
Financial Statements
Analysis of Shareholdings
Form of Proxy
38
41
45
46
154
157
158
162
Corporate Profile
Johan began its activities in 1920 as Johan Tin Dredging Ltd. It operated a
through acquisitions and organic growth. The Johan Group today is a Malaysian grown group with diversified operations.
Johan Group’s current principal activities are as franchise operator for
Group Corporate DirectoryPrincipal Companies
Johan Holdings Berhad11th
Damansara Heights
Tel : 603 2092 1858Fax : 603 2092 2812
The Orient Star Resort, Lumut(owned by Lumut Park Resort Sdn Bhd)Lot 203 & 366 Jalan Iskandar Shah32200 LumutPerak Darul RidzuanTel : 605 683 3800Fax : 605 683 8088
Diners Club (Singapore) Pte Ltd
Singapore 199595Tel : 65 6295 2027Fax : 65 6296 5981
DinersPay Pte Ltd
Singapore 199595Tel : 65 6295 2027Fax : 65 6296 5981
Diners Club (Malaysia) Sdn Bhdth Floor
Menara Tan & Tan207 Jalan Tun Razak
Tel : 603 2161 1322Fax : 603 2161 1518
Diners World Travel (Malaysia) Sdn Bhdth Floor
Menara Tan & Tan207 Jalan Tun Razak
Tel : 603 2164 0068Fax : 603 2161 3670
Diners World Travel Pte Ltd
Singapore 199595Tel : 65 6298 8988Fax : 65 6295 1485
Malaysia
Singapore
Johan Holdings Berhad (314-K)2
Annual Report 2019 3
SHARE REGISTRAR
Johan Management Services Sdn. Bhd. 11th Floor, Wisma E&CNo. 2 Lorong Dungun KiriDamansara Heights 50490 Kuala LumpurTel : 603-2092 1858Fax : 603-2092 2812E-mail : [email protected]
REGISTERED OFFICE
11th Floor, Wisma E&CNo. 2 Lorong Dungun KiriDamansara Heights 50490 Kuala LumpurTel : 603-2092 1858Fax : 603-2092 2812
BUSINESS OFFICE
11th Floor, Wisma E&CNo. 2 Lorong Dungun KiriDamansara Heights 50490 Kuala LumpurTel : 603-2092 1858Fax : 603-2092 2812E-mail : [email protected] : www.johanholdings.com
GROUP PRINCIPAL BANKERS
DBS Bank LtdMalayan Banking BerhadUnited Overseas Bank Limited
STOCK EXCHANGE LISTING
Stock Name : JOHANStock Code : 3441Sector : Financial Services
CORPORATE WEBSITE
www.johanholdings.com
AUDIT COMMITTEE
Tan Sri Dato’ Seri Dr Ting Chew Peh Ooi Teng Chew
RISK MANAGEMENT COMMITTEE
Tan Sri Dato’ Tan Kay Hock
Chong Cheok Weng
REMUNERATION COMMITTEE
Tan Sri Dato’ Seri Dr Ting Chew Peh
NOMINATING COMMITTEE
Tan Sri Dato’ Seri Dr Ting Chew Peh Ooi Teng Chew
COMPANY SECRETARY
Teh Yong Fah
AUDITORS
BOARD OF DIRECTORS
Tan Sri Dato’ Tan Kay Hock
Corporate Information
Johan Holdings Berhad (314-K)4
Chairman’s Management Discussion & Analysis Disclosures
ON BEHALF OF YOUR BOARD OF DIRECTORS, IT IS MY PLEASURE TO PRESENT TO SHAREHOLDERS, THE ANNUAL REPORT OF JOHAN HOLDINGS BERHAD FOR THE
DISCUSSION & ANALYSIS DISCLOSURES.
Annual Report 2019 5
Chairman’s Management Discussion & Analysis Disclosures
cont’d
ECONOMIC AND BUSINESS ENVIROMENT REVIEW
In 2018, the World economy recorded a moderate growth rate of 3.7%, amid weaker expansion in advanced
markets. Global economic growth was impacted by the
the United States and retaliatory measures taken by others, including China. The increasingly protectionist rhetoric on trade has meant higher uncertainty about trade policy, which weighs on future investment decisions.
the 3.9% growth recorded in 2017. The services producing industries grew by 3.0%, compared to 3.2% growth in 2017.
business services and wholesale & retail trade sectors,
The Malaysian economy registered a growth of 4.7% during
growth, while a rebound in exports of goods and services
Growth in the manufacturing sector remained driven by the electronics and electrical and consumer related clusters.
REVIEW OF GROUP FINANCIAL RESULTS
The challenging market condition continued to persist in 2018. Against this backdrop, for FY 2018/19, your
RM105.88 million, down 13.5% from RM122.485 million for
of RM25.747 million in FY 2017/18. The previous year’s results benefitted substantially from the fair value gain
year under review, a net fair value loss in investment
RM21.965 million).
Bhd (which ceased business at end of FY 2017/18), recorded a profit of RM870,000 compared to loss of RM45.189
was attributed to income generated from sale of the
Overall, your Group recorded a loss of RM97.506 million compared to a loss of RM23.224 million for FY 2017/18.
OPERATIONS REVIEW
as Sheng Siong Supermarket Group and Vicom Cobrand
number growth and turnover.
Johan Holdings Berhad (314-K)6
Chairman’s Management Discussion & Analysis Disclosurescont’d
payment gateway processing services in Singapore. It began
November 2018.
merchants such as LVMH, Mustafa, SISTIC, Harvey Norman,
government agencies such as Singapore General Hospital.
Japanese Supermarket and discount store in Japan.
Singapore.
channels. New programs were implemented to increase
commercial sectors. With the new deregulation of the
opportunity to increase its autobilling turnover. In the last
facility to SMEs of up to S$80,000.
In addition, Fintech initiative undertaken in FY 2018/19
Annual Report 2019 7
Chairman’s Management Discussion & Analysis Disclosures
cont’d
in Singapore.
specialists to be included in their sales missions in Singapore and Indonesia and FAM trips to new destinations in Indonesia.
in Malaysia.
to enable us to further increase our revenue stream and to
Lumut, with land bank in the vicinity of Lumut town, for property development.
to previous years, due to weak demand from core market segment such as Oil and Gas and Government agencies.
competitive room rates across Malaysia. Currently the supply of rooms is higher than the demand, coupled with
business in the SME and local business segment and have
undertaken seeking SME and Corporate fares with key
hotel booking, travel insurance and travel gadgets.
Johan Holdings Berhad (314-K)8
Revenue for OSRL was down by 10.27% for FY 2018/19 compared to the previous year, as average occupancy declined due to more rooms coming onstream. Total gross
lower sales from the hotel core market segment.
demand from Oil and Gas segment as there are now
revenue stream from other segments through Online Travel
tours and family day.
DIVIDEND
Your Board does not propose to declare any dividend for
PROSPECTS AND OUTLOOK
The outlook for the years ahead remains challenging. The current trade war caused by the United States imposing
taken by the European Union and other countries will
businesses for the Group.
As reported in last year’s Annual Report, we ceased the loss
downturn in the property development sector, your Board is
ACKNOWLEDGEMENT
our valued customers, suppliers, business partners and shareholders for their continued support; to all our
my fellow colleagues on the Board for their counsel and support throughout the year.
TAN SRI DATO’ TAN KAY HOCKChairman
Chairman’s Management Discussion & Analysis Disclosurescont’d
Annual Report 2019 9
Sustainability Statement
amongst all segments of society.
ABOUT THIS STATEMENT
Scope and Boundary:
provide a basis of comparison.
Report Guidelines:
Connect with Us:
MATERIALITY
The Process
Johan Holdings Berhad (314-K)10
In this statement, we present our new matrix, which ide ed fourteen (14) issues that are most material to the Group and the stakeholders. The result of our materiality assessment is displayed in the matrix on the l .
ECONOMIC 4. Local Hiring 8. Com n 14. A ey Laundering ENVIRONMENT1. Waste t 2. Energy Conser3. Water ConserSOCIAL 5. Employee Health & Safety 6. Employee We 7. Career Development 9. Data Privacy and Security 10. Servic11. Responsible Repres12. Governance and Compliance 13. Ethics & Transparency
THE MATRIX
Important Less Important
12
3
76
8 11105
49
1214
13
Very Important
Less
Impo
rtan
tVe
ry Im
port
ant
the Group.
STAKEHOLDER ENGAGEMENT
Sustainability Statementcont’d
Annual Report 2019 11
The table below indicates the various stakeholders with whom we engage in our business.
STAKEHOLDER GROUPS CONCERNS RESPONSE
Investors
Employees Training and performance review
Supply Chain Local sourcing
Government Singapore and Malaysia Regulatory Compliance
Updating of license and permits, and ensuring
Community
Customers
SUSTAINABILITY GOVERNANCE
challenges.
COMPLIANCE AND ETHICS
Ethics and Transparency: To provide guidance and inculcate a standard of ethical behaviour amongst all directors and
Business Courtesies.
Money Laundering:
Grievance Mechanism
Sustainability Statementcont’d
Johan Holdings Berhad (314-K)12
SOCIAL: CUSTOMER
RESPONSIBLE REPRESENTATION
We consciously adopt the best practices as well as reinforce good social and ethical values in our communication strategies. We emphasise to our employees the importance of maintaining the highest standard of integrity in all forms of client
so, we gain our clients’ trust and loyalty.
Our Brand:
Our Website
Information regarding our operations is readily available at our customer’s fingertips. By browsing through the
Sustainability Statementcont’d
Responsible
Website
Branding Data Security
Customer Hotline
Annual Report 2019 13
Zero
Zero
Customer Care Hotline: Our customer care hotline can be reached 24 hours a day, 7 days a week. Our helpline is operated by talented employees who are dedicated to assist and support our customers.
Data Privacy and Security:
of Banks in Singapore’s (ABS) recommended guidelines for cyber security exercises.
Our Code of Conduct includes a confidentiality clause, and our privacy and
surveys – are invaluable to us in making improvements.
SOCIAL: OUR PEOPLE
talented workforce. We aspire to foster a working environment where our people feel respected and valued, so that they are
Sustainability Statementcont’d
Report on Lost/Stolen Card Please call Tel: (65) 6571 0128 (during office hours) Please call Tel: (65) 6416 0900 (after office hours)
Request for Credit Limit Extension Please call Tel: (65) 6416 0900
Customer Service Enquiries Please call Tel: (65) 6571 0128 Email: [email protected]
Card Application Enquiries Please call Tel: (65) 6416 0850 (during office hours) Email : [email protected]
Corporate Card Enquiries Please call Tel: (65) 6416 0879 / 6416 0878 Email: [email protected]
Request for Credit Limit Review Email income documents to: [email protected]
Club Rewards Enquiries Fax: (65) 6294 0534 Email: [email protected]
Service Establishment Enquiries Please call Tel: (65) 6416 0991 Fax: (65) 6294 0534 Email: [email protected]
Insurance Products Enquiries Please call Tel: (65) 6571 0090 Email : [email protected]
The Personal Data Protection Act (PDPA) Officer Fax: (65) 6294 0534 Email : [email protected]
Johan Holdings Berhad (314-K)14
EMPLOYEE DEVELOPMENT
knowledge and skillset.
Aside from ad hoc and internal trainings, the following is a list of external career trainings that were conducted in FYE2019
Training Training Hours
Singapore and Kuala Lumpur (DCS, DWTS, HQ)
268 30
268 30
1 8
2 16
OSRL
New Sales Service Tax (SST) 2018 – Guiding Your SST Journey 1 8
1 8
2 8
Total 543
We are steadfast in our commitment to provide a safe and healthy workplace to our people and to comply with the health
the Group regularly perform risk assessments to ensure the proper delivery of emergency responses and safety management
contractors that have a need for them.
Sustainability Statementcont’d
Annual Report 2019 15
dental, yearly health screenings, group insurance coverage for health and accidents, petrol and car. Moreover, as part of our
Employee Engagement
circumstances.
Annual CNY dinner with the Chairman and Christmas Party
Sustainability Statementcont’d
Johan Holdings Berhad (314-K)16
DIVERSITY
given to our employees.
Malay (31%) and Chinese (56%) make up the bulk of our employees in Malaysia and Singapore.
FYE 2019
Malay 108
Chinese 194
Indian 19
Others 28
Total 349
of our workforce, whereas females represented 56% of our total employees in both Malaysia and Singapore.
FYE 2017 FYE 2019
Male 180 150 155
Female 209 198 194
Total 349
Sustainability Statementcont’d
MalayChineseIndianOther Groups
2019
2018
2017
0% 20% 40% 60% 80% 100%
MaleFemale
Annual Report 2019 17
Sustainability Statementcont’d
at 20% for the past three years.
Top and Middle Management FYE 2017 FYE 2019
Male Female Male Female Male Female
4 1 4 1 4 1
Managers 33 21 35 20 36 20
29 36 22 32 21 32
customers, whilst there has been a minor decrease in our management team.
FYE 2017 FYE 2019
40 35 32
Management 44 37 36
54 44 40
6 6 6
80 70 69
165 156 166
Total 349
SOCIAL: COMMUNITY
Local Hiring and Sourcing
also adds economic value to our employees and Johan Holdings.
Financial Inclusivity
can gain access to a wide variety of products and services.
Johan Holdings Berhad (314-K)18
Johan Holdings holds the belief that the welfare of its business and that of the community with which it engages are irrevocably intertwined.
At Orient Star Resort, we conducted community care programmes to bring support, happiness, and compassion to both our employees and the recipients.
Bringing Joy to the Old Folks and the Young during Chinese New Year/
/
ENVIRONMENT
Sustainability Statementcont’d
Annual Report 2019 19
CUSTOMER ENVIRONMENTAL INITIATIVES
in the environment.
Computer and Printer Hibern Switch When Not in Use
Please Print Double-sides and PrintOnly When Necessary
Reuse, Reduce and RecycleUse Public Tra on
Go Paperless:
Sustainability Statementcont’d
Johan Holdings Berhad (314-K)20
TAN SRI DATO’ TAN KAY HOCK
A Barrister-at-Law, Tan Sri Dato’ Tan Kay Hock is a lawyer by training having been called to the Bar by the
Chairman of George Kent (Malaysia) Berhad (“GKM”), listed on the Main Market of Bursa Malaysia
follows:-
Listed issuers : George Kent (Malaysia) BerhadPublic Companies : -
PUAN SRI DATIN TAN SWEE BEE
and public companies as follows:-
Listed issuers : George Kent (Malaysia) BerhadPublic Companies : -
Age Gender71 years old Male Malaysian
Age Gender72 years old Permanent Resident (Malaysia)
Profile of Directors
Annual Report 2019 21
TAN SRI DATO’ SERI DR TING CHEW PEH
Science from University of London in 1972 and Doctor of Philosophy from University of Warwick in 1976.
Listed issuers : 1) Hua Yang Berhad 2) Sycal Ventures Berhad
DATO’ AHMAD KHAIRUMMUZAMMIL BIN MOHD YUSOFF
University of Malaya. He was Deputy Chairman of the Urban Development Authority (UDA) of Kuala
Listed issuers : George Kent (Malaysia) BerhadPublic Companies : -
Age Gender76 years old Male Malaysian
Age Gender77 years old Male Malaysian
Profile of Directorscont’d
Johan Holdings Berhad (314-K)22
OOI TENG CHEW
Male Malaysian
Profile of Directorscont’d
Annual Report 2019 23
CHONG CHEOK WENGGeneral Manager – Finance
Mr Chong Cheok Weng joined Johan Holdings Berhad as General Manager – Finance on 15 June 2016. He
Age GenderMale
JAMES KOH CHUAN LIM
Age Gender
Male
Profile of Key Senior Management
Johan Holdings Berhad (314-K)24
SNG POH SENG, JIMMY General ManagerDiners World Travel Pte Ltd
Age Gender
Male
LAU CHONG BENG, ERICHotel Manager The Orient Star Resort, Lumut
Age Gender
Male
Profile of Key Senior Managementcont’d
ADDITIONAL INFORMATION:
Annual Report 2019 25
Five-Year Group Financial Highlights
Year Ended 31 January
2019 2017 2016 2015
RM’000 RM’000 RM’000 RM’000 RM’000
Restated Restated Restated
Income Statement
105,880 122,485 128,772 157,000 148,358
(104,667) 25,747 (15,187) (47,171) (25,403)
Income Tax Credit/(Expense) from 6,291 (3,782) (1,554) 4,217 (1,941)
(98,376) 21,965 (16,741) (42,954) (27,344)
870 (45,189) (21,588) 29,677 10,721
Loss for the year (97,506) (23,224) (38,329) (13,277) (16,623)
Total non-current assets 322,201 325,089 349,132 344,091 344,085
Total current assets 644,297 704,558 715,828 672,315 683,386
Shareholders’ fund 91,355 183,521 197,466 207,133 202,153
Non-controlling Interest 2,185 2,965 3,801 4,910 9,108
93,540 186,486 201,247 212,043 211,261
321,736 317,463 327,642 30,767 322,379
551,222 525,698 536,071 773,596 493,831
SHARE INFORMATION
Per Ordinary Share
Loss, basic (sen) (15.53) (3.59) (5.97) (2.11) (2.63)
Net assets (sen) 15.02 29.94 32.31 34.04 33.91
Share price as at 31 January (RM) 0.09 0.32 0.18 0.12 0.20
FINANCIAL RATIOS
(101.97) (12.20) (18.85) (6.34) (8.11)
Johan Holdings Berhad (314-K)26
Share Price Performance
Feb '18 Mar '18 Apr '18 May '18 June '18 July '18 Aug '18 Sept '18 Oct '18 Nov '18 Dec '18 Jan '19 Feb '19 Mac '19 Apr '19
High (RM) 0.35 0.32 0.27 0.24 0.18 0.15 0.15 0.14 0.12 0.11 0.09 0.11 0.11 0.10
Low (RM) 0.28 0.26 0.21 0.14 0.12 0.12 0.13 0.12 0.09 0.07 0.07 0.08 0.09 0.08
Total Volume (million) 40.1 30.3 32.1 23.6 16.9 38.4 13.1 4.0 9.6 4.3 1.7 7.4 7.3 12.7
0.12
0.09
24.4
0.0
5.0
10.0
15.0
20.0
25.0
30.0
35.0
40.0
45.0
0.00
0.05
0.10
0.15
0.20
0.25
0.30
0.35
0.40
Volume (Million)
PRICE (RM)
Share Price Performance in 2018/2019
High (RM) Low (RM) Total Volume (million)
Annual Report 2019 27
Corporate Governance Overview Statement
which companies should apply in making good corporate governance an integral part of the business dealings and culture.
ended 31 January 2019, and it is to be read together with the Corporate Governance Report. Where there is a departure
disclosed.
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
and other stakeholder.
The Board delegated certain responsibilities and duties to the Board Committees, namely Audit Committee, Remuneration Committee and Nominating Committee. All the Board Committees discharge their duties and
Board’s approval and which the Board may delegate to the Management.
long range strategic planning for the Group.
decisions arrived at the Board are made on consensus.
Johan Holdings Berhad (314-K)28
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Company Secretary
Directors Held
5 5
5 4
5 5
5 5
Ooi Teng Chew 5 5
Corporate Governance Overview Statementcont’d
Annual Report 2019 29
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
on the Group’s nature of business and current issues.
Board Charter
Whistleblower Policy
(v) Mr Ooi Teng Chew
Corporate Governance Overview Statementcont’d
Johan Holdings Berhad (314-K)30
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
this Annual Report.
out in Corporate Governance Guide. Based on the assessment carried out in 2019, the Board is of the view that all
Corporate Governance Overview Statementcont’d
Annual Report 2019 31
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
(iii) Ooi Teng Chew
Corporate Governance Overview Statementcont’d
Johan Holdings Berhad (314-K)32
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
on the criteria set out in the Corporate Governance Guide. The summary of the assessments and comments by each
Directors’ Training
Programme
1.
2.
3. i)
ii)
iii)
iv)Governance Guide
Corporate Governance Overview Statementcont’d
Annual Report 2019 33
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Directors’ Training
Programme
4.
5. Ooi Teng Chew i) Ernst & Young 2019 Budget and Tax Conference
ii)
Corporate Governance Overview Statementcont’d
Johan Holdings Berhad (314-K)34
PRINCIPLE A: BOARD LEADERSHIP AND EFFECTIVENESS
Fees
Salaries & Other
Emoluments Company
Total Fees
Salaries & Other
EmolumentsSubsidiaries
TotalGroup
Total
(RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)
Hock - 738 192 930 - 362 362 1,292
Swee Bee - 565 28 593 - 256 256 849
50 11 - 61 - - - 61
50 4 - 54 - - - 54
Ooi Teng Chew 50 4 - 54 - - - 54
150 1,322 220 1,692 - 618 618 2,310
Company Group
Directors Directors Directors Directors
RM50,001 to RM100,000 - 3 - 3
RM550,001 to RM600,000 1 - - -
RM800,001 to RM850,000 - - 1 -
RM900,001 to RM950,000 1 - - -
RM1,250,001 to RM1,300,000 - - 1 -
2 3 2 3
Corporate Governance Overview Statementcont’d
Annual Report 2019 35
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
and issuance to shareholders.
Chairman of the Board.
the Audit Committee’s recommendation, the Board had approved the Audit Committee’s recommendation for
.
II. Risk Management and Internal Control Framework
The Board acknowledges its overall responsibility for ensuring that a sound system of risk management and internal
manage risks and provide some assurance that the assets of the Company and of the Group are safeguarded against
(iii) Chong Cheok Weng General Manager - Finance
Corporate Governance Overview Statementcont’d
Johan Holdings Berhad (314-K)36
PRINCIPLE B: EFFECTIVE AUDIT AND RISK MANAGEMENT
II. Risk Management and Internal Control Framework
Management Framework can be found in the Statement on Risk Management and Internal Control on pages 41 to 44 of this Annual Report.
PRINCIPLE C: INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS
The Board acknowledges the need for shareholders and other stakeholders to be informed of all material business
on their behalf. Board members as well as the General Manager – Finance and the External Auditors of the Company
Corporate Governance Overview Statementcont’d
Annual Report 2019 37
Directors’ Responsibility in Financial Reporting
Johan Holdings Berhad (314-K)38
Audit Committee Report
A. MEMBERS
(iii) Ooi Teng Chew
B. MEETINGS AND ACTIVITIES
Name AC members Held
(Chairman) 4 4
4 4
Ooi Teng Chew 4 4
At each of these AC Meetings, the General Manager-Finance, the Senior Manager-Internal Audit and the
Annual Report 2019 39
Audit Committee Reportcont’d
B. MEETINGS AND ACTIVITIES
ii) Reviewed the results, reported issues arising from the annual statutory audit, Management’s responses to the
audit materiality, areas of focus, fraud risk assessment and proposed fees for the audit and non-audit services rendered by the external auditors;
v) Met with the external auditors twice without the presence of Management during the year under review;
weaknesses are being properly addressed;
Johan Holdings Berhad (314-K)40
C. INTERNAL AUDIT FUNCTION
and as and when directed by the management. The internal audit reports generated were reviewed and discussed at
Mr Sia Chin Yap, the Senior Manager - Internal Audit, is responsible for providing independent audit and value-added
RM592,481).
Audit Committee Reportcont’d
Annual Report 2019 41
Statement on Risk Management and Internal Control
maintain a sound framework of risk management and internal controls to safeguard shareholders’ investments and assets of the Group.
MCCG.
The statement below outlines the nature and scope of risk management and internal control system of the Company during
BOARD’S RESPONSIBILITIES
The Board acknowledges its overall responsibility for the Group’s risk management and internal control environment,
in safeguarding shareholders’ interests and the Group’s assets. The Board believes that the risk management and internal control framework is designed to manage rather than eliminate the risk of failure in achieving its corporate goals and
RISK MANAGEMENT FRAMEWORK
internal control system as and when there are changes to the business environment or regulatory guidelines. In order to
assessed and managed, in the Group’s strategic planning and decision making process.
independent reviews, monitor and ensure compliance with the Group’s policies, procedures and systems of risk
addressed.
Johan Holdings Berhad (314-K)42
RISK MANAGEMENT FRAMEWORK
scored based on a matrix for likelihood of the risks occurring and the magnitude of the impact. The policy helps to
INTERNAL CONTROL FRAMEWORK
Statement on Risk Management and Internal Controlcont’d
Annual Report 2019 43
INTERNAL CONTROL FRAMEWORK
the Management.
The Board, however, recognises that a sound system of internal control will reduce, but cannot eliminate the possibility
others, management overriding controls and the occurrence of unforeseeable circumstances.
REVIEW OF EFFECTIVENESS
The Board also relies on the assessment by internal auditors to evaluate the state of internal controls and risk management
REVIEW OF THIS STATEMENT
and integrity of the system of internal control of the Group.
Statement on Risk Management and Internal Controlcont’d
Johan Holdings Berhad (314-K)44
CONCLUSION
The Board is of the view that the systems of risk management and internal control is in place for the year under review, and
of customers, regulators, employees and other stakeholders, and the Group’s assets.
of risk management and internal control.
Statement on Risk Management and Internal Controlcont’d
Annual Report 2019 45
Additional Information
UTILISATION OF PROCEEDS RAISED FROM ANY CORPORATE PROPOSAL
Group Company(RM’000) (RM’000)
Audit fees - 190 70- 401 -
Total audit fees 591 70
Non-audit fees-
Subsidiary group consolidated review 18 18-
Review of Statement of Risk Management and Internal Control 9 9- Tax services 67 10
Total Non-audit fees 94 37
MATERIAL CONTRACTS AND CONTRACTS
Financial Statements
Report of the Directors
Independent Auditors’ Report
Other Comprehensive Income
Statements of Changes in Equity
47
52
58
60
62
Statements of Cash Flows
Notes to the Financial Statements
Statement by Directors
Responsible for the Financial Management of the Company
63
66
153
153
Annual Report 2019 47
Report of the Directors
The directors of JOHAN HOLDINGS BERHAD
PRINCIPAL ACTIVITIES
RESULTS OF OPERATIONS
The Group
The Company
RM’000 RM’000
-
-
DIVIDENDS
RESERVES AND PROVISIONS
Johan Holdings Berhad (314-K)
ISSUE OF SHARES AND DEBENTURES
SHARE OPTIONS
OTHER STATUTORY INFORMATION
Report of the Directorscont’d
Annual Report 2019
OTHER STATUTORY INFORMATION cont’d
DIRECTORS
Report of the Directorscont’d
Johan Holdings Berhad (314-K)
DIRECTORS’ INTERESTS
No. of ordinary shares
Balance at 1.2.2018 Disposal
Balance at31.1.2019
Shares in the Company
- -
Indirect Interests
- -
- -
Shares in the holding company, Sky Wealth Ventures Limited
- -
DIRECTORS’ BENEFITS
Report of the Directorscont’d
Annual Report 2019
INDEMNITY AND INSURANCE FOR DIRECTORS AND OFFICERS
HOLDING COMPANY
AUDITORS
AUDITORS’ REMUNERATION
PUAN SRI DATIN TAN SWEE BEE DATO’ AHMAD KHAIRUMMUZAMMIL BIN MOHD YUSOFF
Report of the Directorscont’d
Johan Holdings Berhad (314-K)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
Opinion
JOHAN HOLDINGS BERHAD
Basis for Opinion
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad(Incorporated in Malaysia)
Annual Report 2019
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS cont’d
cont’d
cont’d
Our audit response
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad
(Incorporated in Malaysia)cont’d
Johan Holdings Berhad (314-K)54
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS cont’d
cont’d
cont’d
Our audit response
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad(Incorporated in Malaysia)cont’d
Annual Report 2019 55
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS cont’d
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad
(Incorporated in Malaysia)cont’d
Johan Holdings Berhad (314-K)
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS cont’d
cont’d
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad(Incorporated in Malaysia)cont’d
Annual Report 2019 57
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS cont’d
Report on Other Legal and Regulatory Requirements
OTHER MATTER
DELOITTE PLT (LLP0010145-LCA) LAI CAN YIEW
Independent Auditors’ ReportTo the Members of Johan Holdings Berhad
(Incorporated in Malaysia)cont’d
Johan Holdings Berhad (314-K)
The Group The Company
Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
5
- -
- -
- -
- -
7
- -
- -
Loss for the year
Other comprehensive income
- -
- -
- -
Total comprehensive loss for the year
- -
Statements of Profit or Loss and Other Comprehensive IncomeFor the Year Ended 31 January 2019
Annual Report 2019
The Group The Company
Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
owners of the Company (sen)
Statements of Profit or Loss and Other Comprehensive Income
For the Year Ended 31 January 2019cont’d
Johan Holdings Berhad (314-K)
The Group The Company
Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
ASSETS
Non-Current Assets
- non-current - -
- -
- -
- -
Total Non-Current Assets
Current Assets
- -
777 - -
- -
- -
- -
Total Current Assets
TOTAL ASSETS
Statements of Financial Position As of 31 January 2019
Annual Report 2019
The Group The Company
Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
EQUITY AND LIABILITIES
Capital and Reserves
- -
- -
- -
- -
- -
- -
- -
- -
- -
TOTAL EQUITY AND LIABILITIES
Statements of Financial Position As of 31 January 2019
cont’d
Johan Holdings Berhad (314-K)
Non-distributable reserves
The GroupShare
capital reserve reserveAccumulated
losses Total
Non-controlling
interests Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Balance as of 1 February 2017
the year -
Balance as of 31 January 2018
Balance as of 1 February 2018
the year -
Balance as of 31 January 2019
The CompanyShare
capitalAccumulated
losses Total
RM’000 RM’000 RM’000
Balance as of 1 February 2017
-
Balance as of 31 January 2018
Balance as of 1 February 2018
-
Balance as of 31 January 2019
Statements of Changes in Equity For the Year Ended 31 January 2019
Annual Report 2019
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES
- -
- -
- -
- -
- -
- -
- -
- - -
- -
- - -
- - -
- - -
- -
- - -
- - -
Interest income
- -
Statements of Cash Flows For the Year Ended 31 January 2019
Johan Holdings Berhad (314-K)
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
- -
- -
- -
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
- -
- -
- -
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
- -
- -
Interest paid
- -
Statements of Cash Flows For the Year Ended 31 January 2019cont’d
Annual Report 2019
The Group The Company
Note 2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
- -
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
Statements of Cash Flows For the Year Ended 31 January 2019
cont’d
Johan Holdings Berhad (314-K)
1. GENERAL INFORMATION
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue
Notes to the Financial StatementsFor the Year Ended 31 January 2019
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue cont’d
cont’d
cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue cont’d
cont’d
cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue cont’d
cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Application of New and Revised Malaysian Financial Reporting Standards, Amendments to MFRS and Issue cont’d
Revenue
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
Leases
Insurance Contracts
4
MFRS 16 Leases
and the
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS cont’d
cont’d
MFRS 16 Leases cont’d
3. SIGNIFICANT ACCOUNTING POLICIES
Johan Holdings Berhad (314-K)74
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Annual Report 2019 75
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
cont’d
cont’d
Non-current Assets Held
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
cont’d
Annual Report 2019 77
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
cont’d
Interest income
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Foreign Currency Conversion
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Foreign Currency Conversion cont’d
Leases
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Leases cont’d
cont’d
Borrowing Costs
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Impairment of Non-Financial Assets Other Than Goodwill
Property, Plant and Equipment
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Property, Plant and Equipment cont’d
Intangible Assets
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Intangible Assets cont’d
Inventories
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Inventories cont’d
cont’d
Provisions
Financial Instruments
(i) Financial Assets
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Financial Instruments cont’d
(i) Financial Assets cont’d
cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Financial Instruments cont’d
(i) Financial Assets cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Financial Instruments cont’d
cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Financial Instruments cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Financial Instruments cont’d
cont’d
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
3. SIGNIFICANT ACCOUNTING POLICIES cont’d
Statements of Cash Flows
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY cont’d
cont’d
5. REVENUE
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
- -
- -
- -
- -
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
5. REVENUE cont’d
6. COST OF SALES
The Group
2019 2018
RM’000 RM’000
-
7. FINANCE COSTS
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
Others 4
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
- -
- -
- -
Other auditors - -
- -
- - -
- -
- -
7 45
- -
- -
- -
- - -
- - -
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
10. DIRECTORS’ REMUNERATION
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
10. DIRECTORS’ REMUNERATION cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
54 - -
- -
- - -
- -
Number of Directors
2019 2018
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- - -
- -
- -
- -
Current year - -
- -
- -
- -
- - -
- - -
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
- -
- - -
-
- -
- -
- -
- -
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
12. DISCONTINUED OPERATIONS
The Group
2019 2018
RM’000 RM’000
-
-
-
Other income
-
-
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
12. DISCONTINUED OPERATIONS cont’d
The Group
2019 2018
RM’000 RM’000
-
-
-
-
-
-
-
-
-
-
The Group
2019 2018
RM’000 RM’000
-
-
-
-
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
12. DISCONTINUED OPERATIONS cont’d
The Group
2019 2018
RM’000 RM’000
Basic and diluted (loss)/earnings per share
The Group
2019 2018
Number of ordinary shares in issue
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
14. PROPERTY, PLANT AND EQUIPMENT
The GroupFreehold
landFreeholdbuildings
Long-term leasehold
land
Long-term leasehold land and buildings
Long-term leasehold
hotel Plant and machinery
Furniture, equipment and motor
vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
- - - - -
- - - - -
- - - - - -
- - - -
- - - - -
- - - - - -
- - - -
- - -
- - - - -
-
Accumulated
- - - - -
-
- - - - - -
- - - - - -
- - -
- - - - -
- - - -
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
14. PROPERTY, PLANT AND EQUIPMENT cont’d
The GroupFreehold
landFreeholdbuildings
Long-term leasehold
land
Long-term leasehold land and buildings
Long-term leasehold
hotel Plant and machinery
Furniture, equipment and motor
vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Accumulated
- - - -
- -
- - - - -
- - -
- - - - -
- - - - - -
Accumulated Impairment losses
- - - - - -
- - - -
- - - -
- - - -
- - - - - -
- - - - - -
Net Book Value
-
-
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
14. PROPERTY, PLANT AND EQUIPMENT cont’d
The Company
Furniture and
equipment Motor
vehicles Total
RM’000 RM’000 RM’000
Cost
5
-
-
-
-
-
Net Book Value
(a) Freehold land and buildings carried at fair value
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
14. PROPERTY, PLANT AND EQUIPMENT cont’d
(a) Freehold land and buildings carried at fair value cont’d
The Group Level 1 Level 2 Level 3 Fair value
RM’000 RM’000 RM’000 RM’000
As of 31 January 2019
- -
- -
- -
- -
- -
- -
As of 31 January 2018
- -
- -
- -
- -
- -
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
14. PROPERTY, PLANT AND EQUIPMENT cont’d
(a) Freehold land and buildings carried at fair value cont’d
Type unobservable inputs and fair value measurement
The Group
2019 2018
RM’000 RM’000
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
554
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
14. PROPERTY, PLANT AND EQUIPMENT cont’d
(c) Assets pledged as security
The Group
2019 2018
RM’000 RM’000
-
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
15. INVENTORIES
(a) Inventories - non-current
The Group
2019 2018
RM’000 RM’000
(b) Inventories - current
The Group
2019 2018
RM’000 RM’000
-
777
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
16. INTANGIBLE ASSETS
The Group GoodwillComputer
Total
RM’000 RM’000 RM’000
Cost
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Net carrying amount
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
16. INTANGIBLE ASSETS cont’d
Impairment of goodwill
The Group
provision for charge card and credit card services segment
2019 2018
RM’000 RM’000
17. INVESTMENT IN SUBSIDIARIES
The Company
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
17. INVESTMENT IN SUBSIDIARIES cont’d
The Company
2019 2018
RM’000 RM’000
Name of subsidiaries power held
2019 2018
% %
Incorporated in Malaysia
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
17. INVESTMENT IN SUBSIDIARIES cont’d
Name of subsidiaries power held
2019 2018
% %
Incorporated in Malaysia cont’d
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
17. INVESTMENT IN SUBSIDIARIES cont’d
Name of subsidiaries power held
2019 2018
% %
Incorporated in Singapore
Limited
Limited
- -
Incorporated in Hong Kong
Incorporated in The Netherlands
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
17. INVESTMENT IN SUBSIDIARIES cont’d
The Company
2019 2018
RM’000 RM’000
The Company
2019 2018
RM’000 RM’000
-
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
18. INVESTMENT SECURITIES
The Group
Carryingamount
Market valueof quoted
investmentsCarryingamount
Market value of quoted
investments
2019 2018
RM’000 RM’000 RM’000 RM’000
* *
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
The Group
2019 2018
RM’000 RM’000
75
-
-
-
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
cont’d
cont’d
The Group
2019 2018
RM’000 RM’000
-
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
cont’d
cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
20. TRADE RECEIVABLES
The Group
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
20. TRADE RECEIVABLES cont’d
Trade receivables - days past due
2019The Group
Not past dueRM’000
< 30 daysRM’000
31-90 daysRM’000
91-360 daysRM’000
>361 daysRM’000
TotalRM’000
impairment - - -
- - -
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
20. TRADE RECEIVABLES cont’d
The Group
2019
RM’000
The Group
2018
RM’000
Not past due
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
20. TRADE RECEIVABLES cont’d
The Group
Individual Total
RM’000 RM’000 RM’000
The Group
2018
RM’000
The Group
2019 2018
RM’000 RM’000
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
20. TRADE RECEIVABLES cont’d
Singapore
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
- -
22. SHARE CAPITAL
No. of shares The Group and the Company
2019 2018 2019 2018
(‘000) (‘000) RM’000 RM’000
Issued and fully paid
Ordinary shares
23. RESERVES
The Group
2019 2018
RM’000 RM’000
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
23. RESERVES cont’d
The Group
2019 2018
RM’000 RM’000
The Group
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
24. LOANS AND BORROWINGS
The Group The Company
2019 2018 2019 2018
Maturity RM’000 RM’000 RM’000 RM’000
Current
On demand - -
- -
acceptance - -
- -
Total Current
Non-current
Total
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
57 57
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
24. LOANS AND BORROWINGS cont’d
The Group The Company
2019 2018 2019 2018
(%) (%) (%) (%)
- -
- -
- -
- -
25. FINANCE LEASE PAYABLES
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
25. FINANCE LEASE PAYABLES cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
26. INVESTOR CERTIFICATES
27. TRADE PAYABLES
The Group
2019 2018
RM’000 RM’000
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
The Group
2019 2018
RM’000 RM’000
29. DEFERRED REVENUE
The Group
2019 2018
RM’000 RM’000
The Group
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
29. DEFERRED REVENUE cont’d
30. CASH AND CASH EQUIVALENTS
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
-
- -
- -
The Group and the Company
2019 2018
interest rates days interest rates days
(%) (%)
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
30. CASH AND CASH EQUIVALENTS cont’d
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
Brunei - -
Others - -
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
31. RELATED PARTY TRANSACTIONS
The Group 2019 2018
RM’000 RM’000
-
The Company
The Group The Company
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
- -
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT
(a) Capital risk management
The Group
2019 2018
RM’000 RM’000
Net debt
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32.
FIN
AN
CIA
L IN
STR
UM
ENTS
AN
D C
API
TAL
RIS
K M
AN
AG
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T c
ont’d
Carr
ying
am
ount
Fair
valu
e
Fina
ncia
l ass
ets
Leve
l
FVTP
Lde
signa
ted
cost
Loan
s and
re
ceiv
able
sAv
aila
ble
for s
ale
cost
Tota
l1
23
2019
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
The
Grou
p
--
--
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--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
--
2018
--
--
depo
sits
--
--
--
--
--
-
--
--
--
--
--
--
--
--
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32.
FIN
AN
CIA
L IN
STR
UM
ENTS
AN
D C
API
TAL
RIS
K M
AN
AG
EMEN
T c
ont’d
con
t’d
Carr
ying
am
ount
Fair
valu
e
Fina
ncia
l ass
ets
Leve
l
FVTP
Lde
signa
ted
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Loan
s and
re
ceiv
able
sAv
aila
ble
for s
ale
cost
Tota
l1
23
2019
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
The
Com
pany
depo
sits
--
--
--
--
--
--
--
--
--
--
--
--
2018 de
posit
s-
--
-
--
--
--
--
--
--
--
--
--
--
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
cont’d
Measurement category Carrying amount
Original New
MFRS 139 MFRS 9 RM’000 RM’000 RM’000
The Group
Financial assets
Loans and cost
-
depositsLoans and
cost-
Loans and cost
-
-
The Company
Financial assets
depositsLoans and
cost-
Loans and cost
-
Loans and cost
-
(d) Financial risk management
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(d) Financial risk management cont’d
(e) Credit risk management
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(e) Credit risk management cont’d
The Group
2019 2018
RM’000 % RM’000 %
- -
(f) Foreign currency risk management
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(f) Foreign currency risk management cont’d
The Group
2019 2018
RM’000 RM’000
(g) Interest rate risk management
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(h) Liquidity risk management
The Group
Less than1 year
1 - 5 years
5+ years Total
RM’000 RM’000 RM’000 RM’000
31 January 2019
- -
- -
-
-
-
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(h) Liquidity risk management cont’d
cont’d
The Group
Less than1 year
1 - 5 years
5+ years Total
RM’000 RM’000 RM’000 RM’000
31 January 2018
- -- -
--
-
The Company
Less than1 year
1 - 5 years
5+ years Total
RM’000 RM’000 RM’000 RM’000
31 January 2019
- -- -
-
-
31 January 2018
- -- -
-
-
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(h) Liquidity risk management cont’d
cont’d
The Group
Less than1 year
1 - 5 years
5+ years Total
RM’000 RM’000 RM’000 RM’000
31 January 2019
-- -- -- -
- -
-
31 January 2018
-- -- -- -
- -
-
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
(h) Liquidity risk management cont’d
cont’d
The Company
Less than1 year
1 - 5 years
5+ years Total
RM’000 RM’000 RM’000 RM’000
31 January 2019
- -
- -
- -
- -
31 January 2018
- -
- -
- -
- -
- -
(i) Fair values
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d (i) Fair values cont’d
Cash and cash equivalents, trade and other receivables, refundable deposits, amount owing by/to
Financial assets
Fair value as of 31 January Fair valuehierarchy and key input2019 2018
Quoted outside Quoted outside
Quoted in Quoted in
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
32. FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT cont’d
33. SEGMENT INFORMATION
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
33.
SEG
MEN
T IN
FOR
MAT
ION
con
t’d
Ge
nera
l tra
ding
Pr
oper
ty
Hosp
italit
y &
ca
rd se
rvice
s
In
vest
men
t
hold
ing
&
secr
etar
ial
se
rvice
s
Note
s
Pe
r con
solid
ated
st
atem
ents
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
--
--
--
--
--
--
Inte
rest
inco
me
--
44
--
--
--
--
--
--
--
--
Othe
r non
-cas
h
--
--
--
B
Bu
ildin
g
mat
eria
ls
Ge
nera
l tra
ding
Pr
oper
ty
Hosp
italit
y &
card
serv
ices
In
vest
men
t
hold
ing
&
se
cret
aria
l
serv
ices
No
tes
Pe
r con
solid
ated
stat
emen
ts
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
2019
2018
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
RM’0
00RM
’000
non-
curr
ent
asse
ts-
--
--
-C
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
33. SEGMENT INFORMATION cont’d
2019 2018
RM’000 RM’000
-
-
2019 2018
RM’000 RM’000
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
33. SEGMENT INFORMATION cont’d
2019 2018
RM’000 RM’000
Revenue Non-current assets
2019 2018 2019 2018
RM’000 RM’000 RM’000 RM’000
The Group
2019 2018
RM’000 RM’000
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
34. COMMITMENTS
(i) Capital commitments
The Group
2019 2018
RM’000 RM’000
The Group
Future minimum lease payments
2019 2018
RM’000 RM’000
Annual Report 2019
Notes to the Financial StatementsFor the Year Ended 31 January 2019
cont’d
35. CONTINGENT ASSETS
The Group
2019 2018
RM’000 RM’000
36. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
At1 February
2018Cash
Flows
Non-CashChanges - At
31 January2019
RM’000 RM’000 RM’000 RM’000
The Group
745
The Company
-
-
Johan Holdings Berhad (314-K)
Notes to the Financial StatementsFor the Year Ended 31 January 2019cont’d
36. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES cont’d
At1 February
2017Cash
Flows
Non-CashChanges - At
31 January2018
RM’000 RM’000 RM’000 RM’000
The Group
The Company
544 -
-
Annual Report 2019
The directors of JOHAN HOLDINGS BERHAD
PUAN SRI DATIN TAN SWEE BEE DATO’ AHMAD KHAIRUMMUZAMMIL BIN MOHD YUSOFF
CHONG CHEOK WENG JOHAN HOLDINGS BERHAD
CHONG CHEOK WENG
CHONG CHEOK WENG at KUALA LUMPUR
Statement by Directors
Declaration by the OfficerPrimarily Responsible for the Financial Management of the Company
Johan Holdings Berhad (314-K)
Analysis of ShareholdingsAs at 30 April 2019
SHARE CAPITAL INFORMATION
DISTRIBUTION OF SHAREHOLDINGS
No. of Holders % Size of Holdings Total Holdings %
7,345 100.00 Total 622,948,527 100.00 LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS
No. Name of Shareholders No. of Shares Held %
4
5
7
Annual Report 2019
Analysis of ShareholdingsAs at 30 April 2019
cont’d
LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS cont’d
No. Name of Shareholders No. of Shares Held %
473,704,890 76.06
Johan Holdings Berhad (314-K)
SUBSTANTIAL SHAREHOLDERS AS AT 30 APRIL 2019
No. of Ordinary Shares
Direct Interest % Deemed Interest %
- -
- -
- -
- -
- -
- -
DIRECTORS’ INTEREST IN SHARES AS AT 30 APRIL 2019
Johan Holdings Berhad No. of Ordinary Shares
Name of Director Direct Interest % Deemed Interest %
- -
- -
- - - -
- - - -
- -
Holding Company- Sky Wealth Ventures Limited No. of Ordinary Shares
Name of Director Direct Interest % Deemed Interest %
- -
Analysis of ShareholdingsAs at 30 April 2019cont’d
Annual Report 2019
List of Properties HeldAs at 31 January 2019
AreaSq. metre Tenure
NetBook Value
RM’000
Age ofBuilding(Years)
Year of Year of
-
Johan Holdings Berhad (314-K)
Notice of Annual General Meeting
ORDINARY BUSINESS
SPECIAL BUSINESS
(Please refer to Note A)
Annual Report 2019
Notice of Annual General Meetingcont’d
Companies Act, 2016
By Order Of The Board
Johan Holdings Berhad (314-K)
Notice of Annual General Meetingcont’d
Annual Report 2019
Notice of Annual General Meetingcont’d
Johan Holdings Berhad (314-K)
Administrative DetailsFor the Ninety-Fourth Annual General Meeting
Day/Date Wednesday, 10 July 2019
Time 11.00 a.m.
VenueSelangor Darul Ehsan
REGISTRATION
ENTITLEMENT TO ATTEND AND VOTE
Annual Report 2019
CORPORATE MEMBER
Administrative DetailsFor the Ninety-Fourth Annual General Meeting
cont’d
Johan Holdings Berhad (314-K)
of
JOHAN HOLDINGS BERHAD hereby appoint
Name Address NRIC/Passport No. Shareholding (%)
Name Address NRIC/Passport No. Shareholding (%)
ORDINARY RESOLUTIONS For Against
4
5
7
SPECIAL RESOLUTION
day of
No. of Shares Held
CDS Account No.
JOHAN HOLDINGS BERHADth
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