Kia Lim : Annual Report 2023-Part 1

418 8900

ANNUAL REPORT 2023

2023

ANNUAL REPORT

Contents
	Page
Group Financial Highlights	1
Vision & Mission Statement	2
Notice Of Annual General Meeting	3
Corporate Information	6
Profile Of Board Of Directors	7
Profile Of Key Senior Management	9
Corporate Governance Overview Statement	11
Audit Committee Report	27
Sustainability Statement	29
Statement Of Directors' Responsibilities In Relation
To Financial Statements	37
Statement On Risk Management And Internal Control	38
Chairman's Statement And Management Discussion & Analysis 41
Directors' Report	43
Statement By Directors	46
Statutory Declaration	46
Independent Auditors' Report	47
Statements Of Comprehensive Income	50
Statements Of Financial Position	51
Statements Of Changes In Equity	52
Statements Of Cash Flows	53
Notes To The Financial Statements	54
Statement Of Shareholdings	76
List Of Properties	78
Sustainability Performance Data Table	79
Form Of Proxy	(Attached)

GROUP FINANCIAL HIGHLIGHTS

1

KIA LIM BERHAD Reg. No. 199501013667 (342868-P)

Vision

To be a leading clay brick manufacturer

in Southeast Asia with a strong brand name and strong regional market penetration

Mission

To provide a comprehensive range of

quality products to meet customers' needs

and create value for stakeholders

2

ANNUAL REPORT 2023

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the 29th Annual General Meeting ("29th AGM") of Kia Lim Berhad will be held at The Katerina Hotel, 8, Jalan Zabedah, 83000 Batu Pahat, Johor Darul Takzim on Thursday, 30 May 2024 at 12.00 noon to transact the following businesses.

Agenda

ORDINARY BUSINESS

1.	To receive the Audited Financial Statements for the year ended 31 December 2023 together	Refer to Note (a)
	with the Directors' and Auditors' Report thereon.
2.	To approve the payment of Directors' fees amounting to RM37,000 per annum for the Non-	RESOLUTION 1
	Executive Chairman, RM22,000 per annum for each of the Non-Executive Directors ("NEDs"),	Refer to Note (b)
	and RM19,400 per annum for each of the Executive Directors ("EDs") in respect of the financial
	year ending 31 December 2024.
3.	To approve the proposed payment of Non-Executive Directors' ("NEDs") benefits of up to	RESOLUTION 2
	RM22,400 for the financial year ending 31 December 2024 and up to the date of the next AGM	Refer to Note (b)
	of the Company.

4. To re-elect the following Directors who retire in accordance with Article 90 of the Company's Constitution and being eligible, offer themselves for re-election:

(a)	Mr Ng Chin Kang	RESOLUTION 3
(b)	Puan Haryanti Binti Othman	Refer to Note (c)
RESOLUTION 4
5. To re-appoint Messrs Ernst & Young PLT as Auditors of the Company and authorise the	Refer to Note (c)
RESOLUTION 5
Directors to fix their remuneration.	Refer to Note (d)

6. To transact any other business appropriate to an AGM, due notice of which shall have been previously given in accordance with the Act and the Company's Constitution.

BY ORDER OF THE BOARD

SANTHI A/P SAMINATHAN

MAICSA No.: 7069709

SSM PC No.: 201908002933

Company Secretary

Johor Bahru

30 April 2024

NOTES:

Only depositors whose name appear in the Record of Depositors as at 24 May 2024 shall be regarded as member of the Company entitled to attend, speak and vote at this Meeting or appoint proxy(ies) to attend, speak and vote in his stead.

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. The proxy need not be a Member of the Company. There shall be no restriction as to the qualification of the proxy. A proxy appointed to attend and vote at a meeting of a company shall have the same rights as the member to speak at the meeting.
2. A member shall be entitled to appoint more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting.
3. Where a member appoints more than one (1) proxy (subject always to a maximum of two (2) proxies at each meeting) the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
4. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 ("SICDA") which holds ordinary shares in the Company for multiple beneficial owners in one securities account ("omnibus account"), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus accounts it holds. Where a member is an authorised nominee as defined under SICDA, it may appoint one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
5. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation under its common seal or the hand of its attorney.
6. The instrument appointing a proxy must be deposited at Suite 9D, Level 9, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor not less than forty-eight (48) hours before the time appointed for holding the Meeting or any adjournment thereof.

Personal Data Privacy:

By submitting the duly executed proxy form, the member and his/her proxy consent to the Company and/or its agents/service providers to collect, use and disclose the personal data therein in accordance with the Personal Data Protection Act 2010, for the purpose of the 29th AGM of the Company and any adjournment thereof.

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KIA LIM BERHAD Reg. No. 199501013667 (342868-P)

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY NOTES:

1. This Agenda item is meant for discussion only as the provision of Section 340(1) (a) of the Companies Act, 2016 does not require a formal approval of the shareholders and hence, it is not put forward for voting.
2. Directors' fees and benefits Directors' remuneration
   Section 230(1) of the Companies Act, 2016 provides amongst others, that "the fees" of the directors and "any benefits" payable to the directors of a listed company and its subsidiaries shall be approved at a general meeting. In this respect, the Board agreed that the shareholders' approval shall be sought at 29th AGM on the Directors' remuneration tabled in Resolutions 1 and 2.
   Directors' fees
   The Board proposed that the Directors' fees for financial year ("FY") ending 31 December 2024 be increased as compared to the previous FY subject to the performance of the Company and the current global economy. The detailed Directors' fees for FY ended 31 December 2023 are contained in page 21 of Corporate Governance Overview Statement in the Annual Report.
   Benefits payable to Directors
   The benefits payable to Directors comprised of the allowance and other emoluments payable to the Chairman and members of the Board of the Company and its subsidiaries.
   The Directors' current and proposed remuneration structure is detailed as below:

Remuneration for Directors of the Company	2023	2024
Amount	Proposed Amount
	(RM)	(RM)
Fee for Chairman	35,000	37,000
Fee for each Independent Non-Executive Director	20,000	22,000
Fee for each Executive Director	15,000	17,000
Fee for each Executive Director of subsidiary company	1,200	1,200
Meeting Allowance per meeting *	800	800

* Only for NEDs

Payment of benefits to the Directors will be made by the Company as and when incurred, after they have discharged their responsibilities and rendered their services to the Company for the FY ending 31 December 2024, based on the proposed benefits, if the proposed Resolution 2 is passed at the 29th AGM.

1. Re-electionof Directors who retire in accordance with Article 90 of the Company's Constitution.
   Article 90 of the Company's Constitution provides that one-third (1/3) of the Directors of the Company for the time being shall retire by rotation at an AGM of the Company.
   For the purpose of determining the eligibility of the Directors to stand for re-election at the 29th AGM, the Nomination Committee ("NC") has considered the following:
2. 1. The assessment of the individual Director's level of contribution to the Board through each of their skills, experience and strength in qualities; and
   2. The level of independence demonstrated by each of the NEDs, and their ability to act in the best interests of the Company in decision-making, to ensure that they are independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement or the ability to act in the best interests of the Company.

In line with the Malaysian Code on Corporate Governance 2021 ("MCCG 2021") and Paragraph 2.20A of the Main Market Listing Requirements ("MMLR"), the Board had, through the NC, conducted an assessment of independence of the NEDs, and also other criteria i.e. character, integrity, competence, experience and time commitment in effectively discharging their respective roles as Directors of the Company. The Directors were assessed based on performance criteria set in the areas of Board dynamics and participation, competency and capability, independence and objectivity, probity and personal integrity, contribution and performance together with their ability to make analytical inquiries and offer advice and guidance.

The Board accepted the NC's recommendation that the Directors who retire in accordance with Article 90 of the Company's Constitution are eligible to stand for re-election. All these retiring Directors had abstained from deliberations and decisions on their own eligibility to stand for re-election at the relevant Board meeting.

1. Re-appointmentof Auditors
   Pursuant to Section 273(b) of the Act, the term of office of the present Auditors, Messrs Ernst & Young PLT, shall lapse at the conclusion of this AGM unless they are re-appointed by the shareholders to continue in office. Messrs Ernst & Young PLT, have indicated their willingness to continue their service until the conclusion of next AGM. The re-appointment of Messrs Ernst & Young PLT as Auditors has been considered against the relevant criteria prescribed by Paragraph 15.21 of the MMLR. This proposed Resolution 5, if passed, will also give the Directors of the Company, the authority to determine the remuneration of the Auditors.

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ANNUAL REPORT 2023

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)

There are no individuals who are standing for election as Directors at the forthcoming 29th AGM of the Company other than the Directors standing for re-election.

The profiles of the Directors are stated on pages 7 and 8 of the Annual Report 2023.

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KIA LIM BERHAD Reg. No. 199501013667 (342868-P)

			CORPORATE INFORMATION
BOARD OF DIRECTORS	REGISTERED OFFICE
Mr Loh Chee Kan - Chairman	Boardroom Corporate Services Sdn Bhd
Non-IndependentNon-Executive Director	Registration Number: 196001000110 (3775-X)
Mr Ng Chin Kang - Chief Executive Officer #	Suite 9D, Level 9
Executive Director	Menara Ansar
Datuk Ng Yeng Keng @ Ng Ka Hiat	65, Jalan Trus
Executive Director	80000 Johor Bahru
Mr Vincent Wong Soon Choy *	Johor Darul Takzim
Independent Non-Executive Director	Tel : [phone]
Mr Chua Syer Cin ^	Fax : [phone]
Independent Non-Executive Director	Email : [e-mail]
Ms Sam Ming Chia
Independent Non-Executive Director	SHARE REGISTRAR
Pn Haryanti Binti Othman
Independent Non-Executive Director	Boardroom Share Registrars Sdn Bhd
Mr Ng Cheng Woon
Alternate Director to Datuk Ng Yeng Keng	Registration Number: 199601006647 (378993-D)
	11th Floor, Menara Symphony
AUDIT COMMITTEE	No. 5, Jalan Prof. Khoo Kay Kim
Seksyen 13
Mr Vincent Wong Soon Choy (Chairman)	46200 Petaling Jaya
Selangor
Ms Sam Ming Chia	Malaysia
Pn Haryanti Binti Othman	Tel : [phone]
	Fax : [phone]
RISK MANAGEMENT COMMITTEE	Website : www.boardroomlimited.com
Email : [e-mail]
Pn Haryanti Binti Othman (Chairman)	PRINCIPAL PLACE OF BUSINESS
Mr Vincent Wong Soon Choy
Mr Ng Chin Kang	Wisma Ng Hoo Tee
NOMINATION COMMITTEE	79 Jalan Muar
83500 Parit Sulong
Ms Sam Ming Chia (Chairman)	Batu Pahat
Johor Darul Takzim
Pn Haryanti Binti Othman	Tel	: 07-418 7100 / 418 6230
Mr Vincent Wong Soon Choy	Fax	: 07-418 8900
	Website : www.kialim.com.my
REMUNERATION COMMITTEE	PRINCIPAL BANKERS
Mr Vincent Wong Soon Choy (Chairman)
RHB Bank Berhad
Ms Sam Ming Chia
Pn Haryanti Binti Othman	Hong Leong Bank Berhad
AUDITORS	STOCK EXCHANGE
Ernst & Young PLT (Chartered Accountants)	Main Market of the Bursa Malaysia Securities Berhad
B-15, Medini 9	Stock Code :	6211
Persiaran Medini Sentral 1	Stock Name :	KIA LIM
Bandar Medini Iskandar
79250 Iskandar Puteri
Johor Darul Takzim	Notes:
COMPANY SECRETARIES	* (Appointted on 4 April 2023)
^ (Resigned on 4 April 2023)
Ms Tai Yit Chan	# (Re-designated on 28 March 2024)
(MAICSA No.: 7009143)
(SSM PC No.: 202008001023)
Ms Santhi A/P Saminathan
(MAICSA No.: 7069709)			6
(SSM PC No.: 201908002933)

ANNUAL REPORT 2023

PROFILE OF BOARD OF DIRECTORS

MR LOH CHEE KAN, aged 69, male, Malaysian, was appointed as an Independent Non-Executive Director of Kia Lim Berhad ("KLB") on 5 March 1996 and redesignated as Independent Non-Executive Chairman of the Company on 1 March 2011. Subsequently, on 4 April 2023, he was redesignated as Non-IndependentNon-Executive Chairman of the Company.

He obtained his Bachelor of Science (Honours) Degree in Management Sciences from the University of Warwick in the United Kingdom in 1978. His career experience includes a twelve (12) years attachment with an international audit and consultancy practice, and later with Juan Kuang (M) Industrial Bhd where he stayed for two (2) years. He is currently with the JK Capital Sdn Bhd group of companies which he helped established since 1998.

Mr Loh Chee Kan has no shareholding in the Company or in any of its subsidiaries; no family relationship with any Director and/or major shareholder of the Company; no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

MR NG CHIN KANG, aged 53, male, Malaysian, was appointed as Executive Director of KLB on 26 November 2001. On 28 March 2024, Mr Ng was redesignated as Chief Executive Officer ("CEO") of the Company. Presently, he is also a member of the Risk Management Committee. He graduated with a Bachelor of Commerce with Honours degree from University of Western Australia and ASIA Graduate Diploma from Security Institute of Australia. He also holds a MBA from Sydney University and Master of Arts in Business Research from Macquarie University, Australia.

He worked with Medical Benefits Funds of Australia Limited in the senior executive management team from 1999 to March 2002. Prior to that, he had served as senior officer in the investment banking arm of Commonwealth Bank of Australia for approximately five (5) years. He is also a Director of several other private limited companies.

Mr Ng Chin Kang is the nephew of Datuk Ng Yeng Keng, the Director and/or major shareholder of the Company and cousin of Mr Ng Cheng Woon. He has no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

DATUK NG YENG KENG @ NG KA HIAT, aged 78, male, Malaysian, was appointed as Executive Director of KLB on 5 March 1996 and redesignated as Deputy Managing Director on 29 November 2006. Subsequently, on 8 October 2007, he was redesignated as CEO of the Company. On 28 March 2024, He relinquished his position as the CEO of the Company.

He has more than fifty (50) years of experience in the manufacturing of clay bricks, building and civil engineering works. He was an Executive Director of Syarikat Kayu Wangi Berhad from 1981 to 2005. He also sits on the Board of several other private limited companies.

Datuk Ng Yeng Keng is the uncle of Mr Ng Chin Kang, the Director and/or major shareholder of the Company. He has no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

MR VINCENT WONG SOON CHOY, aged 55, male, Malaysian, was appointed as an Independent Non-Executive Director of KLB on 4 April 2023. Presently, he is the Chairman of the Audit Committee and the Remuneration Committee, and he is also a member of the Nomination Committee and the Risk Management Committee of the Company.

He obtained a Bachelor of Commerce Degree majoring in Accountancy and minor in Internal Audit from Flinders University of South Australia, Adelaide, Australia.He is also a Member of Malaysian Institute of Accountants ("MIA") and Certified Practising Accounts ("CPA") Australia. He has more than thirty (30) years of working experience with exposures to corporate finance, auditing, compliance, tax planning, group accounts, corporate governance, corporate planning and restructuring garnered from his previous employment positions held including as Head of Operation for a leading stock broking company, Group Financial Controller for a property development group and auditing experience with a big four audit firm. He is currently the Board member of Cabnet Holdings Berhad and the Chief Financial Officer of UUE Holdings Berhad.

Mr Vincent Wong Soon Choy has no shareholding in the Company or in any of its subsidiaries; no family relationship with any Director and/or major shareholder of the Company; no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

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KIA LIM BERHAD Reg. No. 199501013667 (342868-P)

PROFILE OF BOARD OF DIRECTORS

MS SAM MING CHIA, ged 51, female, Malaysian, was appointed as an Independent Non-Executive Director of KLB on 31 December 2021. Presently, she is the Chairman of Nomination Committee, and also a member of the Audit Committee and Remuneration Committee of the Company. She graduated in 1997 with a Bachelor of Commerce with Majoring in Accounting from Curtin University of Technology, Perth, Western Australia. She is presently a member of Malaysian Institute of Accountants ("MIA") and Certified Practising Accountants ("CPA") Australia.

Upon graduation, she joined the Ernst & Young PLT, as an Assistant Manager, from years 2004 to 2008, she was the Group Accountant of Yick Hoe Metal Industries Sdn Bhd, and later, she was with Moore Stephens Associates & Co., which subsequently changed its name to BP Associates, as an Audit Director where she stayed for fourteen (14) years. Currently, she is an Audit Manager of Koo & Co, an audit firm in Johor Bahru.

Ms Sam Ming Chia has no family relationship with any Director and/or major shareholder of the Company; no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

PN HARYANTI BINTI OTHMAN, aged 47, female, Malaysian, was appointed as an Independent Non-Executive Director of KLB on 31 December 2021. Presently, she is the Chairman of Risk Management Committee, and also a member of the Audit Committee, Nomination Committee and Remuneration Committee of the Company.

She obtained her Bachelor of Law (Honours) Degree from University Kebangsaan Malaysia (UKM) in 2000. Since graduation, she has been practicing as a legal assistant in several law firms before setting up her own legal firm, Messrs Haryanti Othman Associates with her partner in 2013. She is a Syariah Practitoner since 2006 and have attended various Islamic Banking Courses.

Pn Haryanti Binti Othman has no family relationship with any Director and/or major shareholder of the Company; no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

MR NG CHENG WOON, aged 41, male, Malaysian, was appointed as Alternate Director to Datuk Ng Yeng Keng on 21 September 2021. He graduated with a Bachelor of Science with First Class Honours Degree in the field of Economics from Landon School of Economics and Political Science, UK. He is a businessman and entrepreneur with more than sixteen (16) years of experience.

Mr Ng Cheng Woon is the son of Datuk Ng Yeng Keng, and cousin of Mr Ng Chin Kang, the Directors and/or major shareholders of the Company. He has no conflict of interest with the Company; He has no conflict of interest with the Company; has no conviction for any offence within the past five (5) years other than traffic offences, if any and has no public sanction or penalty imposed by the relevant regulatory bodies during the financial year.

Note:

Please refer to page 77 of this Annual Report for Directors' shareholdings.

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ANNUAL REPORT 2023