KPJ Healthcare : Integrated Report 2022 Financial

170

KPJ Healthcare Berhad

Section 06 Financial Statements

FINANCIAL STATEMENTS

1. DIRECTORS' RESPONSIBILITY STATEMENT
2. DIRECTORS' REPORT

1. STATEMENT BY DIRECTORS

1. STATUTORY DECLARATION
2. INDEPENDENT AUDITORS' REPORT

1. STATEMENTS OF COMPREHENSIVE INCOME

1. STATEMENTS OF FINANCIAL POSITION

1. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

1. COMPANY STATEMENT OF CHANGES IN EQUITY
2. STATEMENTS OF CASH FLOWS

1. NOTES TO THE FINANCIAL STATEMENTS

Integrated Annual Report 2022

www.kpjhealth.com.my

DIRECTORS' RESPONSIBILITY STATEMENT

FOR THE AUDITED FINANCIAL STATEMENTS

171

The Directors are required by the Companies Act 2016 (CA) to prepare the financial statements for each financial year which have been made out in accordance with applicable Malaysian Financial Reporting Standards (MFRSs), the International Financial Reporting Standards (IFRSs), and the requirements of the CA in Malaysia.

The Directors are responsible to ensure that the financial statements give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year, and of the results and cash flows of the Group and of the Company for the financial year.

In preparing the financial statements, the Directors ensured that the Management has:

• adopted appropriate accounting policies and applied them consistently;
• made judgements and estimates that are reasonable and prudent; and
• prepared the financial statements on a going concern basis.

The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose the financial position of the Group and of the Company with reasonable accuracy, enabling them to ensure that the financial statements comply with the CA.

The Directors are responsible for taking such steps as are reasonably open to them to safeguard the assets of the Group and of the Company, and to detect and prevent fraud and other irregularities.

172

KPJ Healthcare Berhad

Section 06 Financial Statements

DIRECTORS' REPORT

The Directors are pleased to submit their report and the audited financial statements of the Group and of the Company for the financial year ended 31 December 2022.

PRINCIPAL ACTIVITIES

The principal activities of the Company are investment holding and provision of management services to subsidiaries. The principal activities of the subsidiaries are mainly the operation of specialist hospitals.

Details of the principal activities of the subsidiaries are set out in Note 22 to the financial statements.

There have been no significant changes in the nature of these activities during the financial year.

ULTIMATE HOLDING CORPORATION

The Directors regard Johor Corporation, a body corporate established under the Johor Corporation Enactment No. 4, 1968 (as amended by the Enactment No. 5, 1995), as the ultimate holding corporation.

FINANCIAL RESULTS
		Group	Company
		RM'000	RM'000
Profit before tax	263,532	99,596
Tax		(73,208)	254
Profit for the financial year from continuing operations	190,324	99,850
Loss for the financial year from discontinued operations	(7,671)	-
Net profit for the financial year	182,653	99,850
Profit for the financial year attributable to:
Owners of the Company
-	continuing operations	171,992	99,850
-	discontinued operations	(5,011)	-
Non-controlling interest
-	continuing operations	18,332	-
-	discontinued operations	(2,660)	-
Profit for the financial year	182,653	99,850

Integrated Annual Report 2022

www.kpjhealth.com.my

173

DIRECTORS' REPORT (CONTINUED)

RESERVES AND PROVISIONS

All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.

DIVIDENDS

The dividends paid or declared by the Company since 31 December 2021 are as follows:

	RM
In respect of the financial year ended 31 December 2022:
First interim single tier dividend of 0.20 sen per share on 4,342,734,981 ordinary shares, declared on 18
February 2022 and paid on 22 April 2022.	8,685,470
Second interim single tier dividend of 0.25 sen per share on 4,343,203,561 ordinary shares, declared on 26
May 2022 and paid on 29 July 2022.	10,858,009
Third interim single tier dividend of 0.55 sen per share on 4,343,221,161 ordinary shares, declared on 29
August 2022 and paid on 21 October 2022.	23,887,716
Fourth interim single tier dividend of 1.00 sen per share on 4,343,221,161 ordinary shares, declared on 23
November 2022 and paid on 28 December 2022.	43,432,212
	86,863,407

The Directors did not recommend the payment of a final dividend in respect of the financial year ended 31 December 2022.

TREASURY SHARES

On 9 July 2020, at the Annual General Meeting, the shareholders of the Company renewed their approval for the Company to buy-back its own shares of up to ten percent (10%) of the issued and paid-up share capital of the Company.

The Company did not purchase any ordinary shares from the open market on Bursa Malaysia Securities Berhad ("Bursa Malaysia") during the financial year.

As at 31 December 2022, the Company held a total of 162,306,700 of its 4,505,527,861 issued ordinary shares as treasury shares. Such treasury shares are held at a carrying amount of RM155,310,152 at an average price of RM0.96 per share. The repurchase transactions were financed by internally generated funds. The shares repurchased are held as treasury shares and accounted for in accordance with the requirement of Section 127 of the Companies Act 2016.

174

KPJ Healthcare Berhad

Section 06 Financial Statements

DIRECTORS' REPORT (CONTINUED)

ISSUE OF SHARES AND DEBENTURES

During the financial year, the Company's issued share capital was increased by RM16,808,088 through the issuance of 16,368,760 ordinary shares pursuant to the exercise of the Employees' Share Option Scheme ("ESOS") at an exercise price of RM0.91 per ordinary share.

The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing issued ordinary shares of the Company.

During the financial year, the Group made an issuance of RM650.0 million from its Sukuk Wakalah Programme. The Group also made payments amounting RM400.0 million for its Sukuk Murabahah Programme.

EMPLOYEES' SHARE OPTION SCHEME

The Company implemented ESOS in 2015 for a period of 5 years for eligible employees and Directors of the Group. In 2019, the Board of Directors gave its approval for the ESOS period to be extended to another 3 years and expiring on 27 February 2023. Details of ESOS are set out in Note 37 to the financial statements.

DIRECTORS

The Directors in office during the financial year and during the period from the end of the financial year to the date of the report are:

Datuk Md Arif Bin Mahmood	(Chairman, appointed on 1 April 2022)
Dato' Mohd Shukrie Bin Mohd Salleh	(Managing Director, appointed on 1 April 2022, resigned on 7 September 2022)
Dato' Mohd Redza Shah Bin Abdul Wahid#
Prof Dato' Dr. Azizi Bin Haji Omar#
Mohamed Ridza Bin Mohamed Abdulla
Khairuddin Bin Jaflus#
Rozaini Bin Mohd Sani
Shamsul Anuar Bin Abdul Majid
Annie Binti Rosle
Hisham Bin Zainal Mokhtar
Lee Lai Fan	(Appointed on 7 July 2022)
Dato' Yusli Bin Mohamed Yusoff	(Deceased on 10 March 2022)
Tan Sri Dr Ali Bin Hamsa	(Resigned on 31 March 2022)
Ahmad Shahizam Bin Mohd Shariff#	(Resigned on 31 March 2022)
Lydia Anne Abraham	(Retired on 28 June 2022)

• Directors who are also Directors of the subsidiaries