RNS Number : 6815A
Bion PLC
30 September 2020
 

30 September 2020

 

BiON plc

("BiON" or the "Company" or the "Group")

 

Final Results and Publication of Annual Report

 

BiON (AIM: BION), an environmental engineering, wastewater treatment and renewable energy solutions company, announces its final results for the year ended 31 December 2019 and gives notice of the publication of its annual report and accounts.   

 

Financial Highlights

·    Revenue was RM24.06m (2018*: RM1.92m)

·    Gross profit was RM3.05m (2018*: loss of RM1.84m)

·    Gross margin was 12.7% (2018*: negative 95.6%)

·    Operating profit was RM0.66m (2018*: loss of RM11.65m)

·    Profit before tax was RM1.11m (2018*: loss of RM13.65m)

·    Cash and cash equivalents at 31 December 2019 were RM0.08m (31 December 2018*: RM0.47m)

* Due to the Company changing its financial year end, the 2018 results cover 15 months ended 31 December 2018

 

Operational Highlights

·    Established itself as the only company in Malaysia to operate plants with two different biogas systems - tank and lagoon - under the Feed-in-Tariff ("FiT") mechanism

·    The Group's second fully-owned biogas power plant, the 2.0MW Malpom plant, commenced selling power to the national electricity grid at the full tariff rate in H2 2019

·    Recommenced pursuing engineering, procurement, construction and commissioning ("EPCC") opportunities and successfully secured a number of contracts before year end

·    Post period, conditionally acquired two biogas power plants with a combined installed capacity of 3.0MW

 

Syed Nazim bin Syed Faisal, Chief Executive Officer, said: "We ended 2019 in a stronger position than when we entered it, despite the challenges faced during the year. We achieved an important milestone when our Malpom biogas power plant began providing power to the national grid at the full tariff rate - also becoming the only company in Malaysia to operate plants with two different biogas systems under the FiT mechanism. We also successfully recommenced our EPCC activities with some notable contracts. Notwithstanding the impact on our operations of the COVID-19 pandemic, we have continued this momentum into 2020 with the acquisition of two biogas power plants, bringing our installed capacity to 7.0MW. By year end, we expect to have resumed full operations at our Kahang and Malpom plants and to have started commercial operations at our two new plants at Nasarudin and Seberang Perak. We look forward to reporting on our progress and delivering sustainable growth."

 

Publication of Annual Report

 

The Group's annual report and accounts for the year ended 31 December 2019 has been published today and is available under the Investor Relations section of the BiON website at:

 https://www.bionplc.com/investor-relations/ 

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014).

 

Enquiries:                                                          

BiON plc

 

Syed Nazim bin Syed Faisal, Chief Executive Officer

+603 6413 1085

 

 

Beaumont Cornish (Nominated Adviser)

 

Roland Cornish, Felicity Geidt

+44 20 7628 3396

 

 

Optiva Securities (Broker)

 

Vishal Balasingham

+44 20 3137 1903

 

 

Luther Pendragon (Financial PR Adviser)

 

Claire Norbury

+44 20 7618 9100

 

 

Operational Review

 

The Group is one of Malaysia's leading environmental engineering, renewable energy and green technology solutions providers. Currently, its business focus is to construct, operate and own biogas power generation plants in Malaysia, derived namely from the treatment of palm oil mill effluent (POME) and other wastes produced in the processing of palm oil at palm oil mills. The biogas generated (i.e. methane) is converted into electricity to be sold to the Malaysian National Grid under a long-term renewable energy power purchase agreement. Aside from this, the Group provides similar services to third parties through EPCC contracts.

 

During the first half of 2019, the Group was hampered in its efforts to progress its projects due to financial constraints, which also prevented the completion of the upgrading works at its biogas power plant in Kahang, Johor. However, in the second half of the year, BiON established itself as the only company in Malaysia to operate plants with two different biogas systems - tank (Kahang) and lagoon (Malpom) - under the FiT mechanism with its second fully-owned biogas power plant, the 2.0MW Malpom plant, commencing power sales to the national electricity grid at the full tariff rate. This improved the Group's cash flow, which enabled BiON to resume its other business activities.

 

This included recommencing pursuing EPCC opportunities, with a number of contracts secured by year end. In particular, towards the end of the year, BiON received a variation order from Megagreen Energy Sdn Bhd ("MGE"), an associate company, for upgrading works at its Nasarudin and Seberang Perak (both in Perak, Malaysia) biogas power plants. This variation order amounted to RM20.5m. The Group also undertook several small infrastructure projects for other customers.

 

As announced on 22 September 2020, through its subsidiary, BiON Sdn Bhd, post period end, the Group conditionally acquired the Nasarudin and Seberang Perak biogas power plants from MGE. BiON expects these plants to be completed and commence commercial operations by year end, subject to the receipt of approval from the relevant authorities. The plants are under the Malaysian FiT programme with 16-year power purchase agreements with Tenaga Nasional Berhad, the country's largest integrated electricity company. This acquisition, with a combined installed capacity of 3.0MW, increases the Group's total installed capacity to 7.0MW.

 

COVID-19 Update

 

Post year-end, following the outbreak of COVID-19, on 18 March 2020 the Government of Malaysia implemented a Movement Control Order ("MCO"), which was the lockdown and restriction of movement for all civilians and non-essential businesses, including a ban on interstate travel. This required the Group to cease its construction activities at the various project sites as supplies, materials and equipment were not transportable or obtainable.

 

As of 4 May 2020, the Government of Malaysia transitioned the MCO to a Conditional Movement Control Order ("CMCO"), which allowed certain business sectors and companies to resume operations within continued strict parameters regarding social distancing. Consequently, the Group commenced resuming its operations in a phased manner. Interstate border control was still in place and so, while employees were permitted to travel to the project sites with a Letter of Authority from the Company, the movement of resources, materials and equipment to sites or offices progressed slowly. The CMCO was subsequently uplifted on 10 June 2020 and transitioned to a Recovery Movement Control Order ("RMCO"). Under the RMCO, which will be effective until the end of 2020, interstate travel is allowed, and most sectors have been permitted to reopen while ensuring adherence to certain Standard Operating Procedures. This enabled BiON to increase its activity and resume work on upgrading its plants in Kahang, Johor and Malpom, Penang. Management anticipates that the plants will return to optimal operational efficiency before the end of 2020.

 

The Group implemented a number of mitigating measures to support cash flows during this period of reduced trading. This included participating in the Social Security Organisation's Wage Subsidy Programme, which was introduced under the Government of Malaysia's Prihatin Rakyat Economic Stimulus package to help businesses affected by the COVID-19 outbreak by paying towards employees' wages. The Group is working with its creditors or suppliers to revise and renegotiate payment terms, in a manner acceptable to all parties, either through postponing payments, devising a staggered payment plan or revising the existing payment plan. The Group is also engaging with its customers to address any issues regarding payment procedures. The Group has continued financial support from Serba Dinamik Sdn Bhd, which will be called upon if required to continue to meet its liabilities.

 

Financial Review

 

Revenue for the year ended 31 December 2019 significantly increased to RM24.06m (15 months to 31 December 2018: RM1.92m), which was primarily generated by the provision of EPCC services and the sale of electricity from the Malpom plant, which contributed to revenue at the full tariff rate. The Group also completed a number of small infrastructure projects under EPCC contracts. 

 

Gross profit was RM3.05m, with a gross margin of 12.7% (2018: gross loss of RM1.84m; gross loss margin of negative 95.6%). This reflects the higher revenue for 2019 and improvement in cost management. 

 

The Group generated an operating profit for the year of RM0.66m (2018: loss RM11.65m) due to the significant increase in revenue and a one-off waiver of the amount payable to previous Directors and other creditors. The Group recognised a net finance income of RM0.46m (2018: net finance costs of RM2.01m). As a result, the Group achieved a profit before tax of RM1.11m (2018: loss RM13.65m) and net loss was significantly reduced to RM0.07m (2018: RM13.66m).  

 

On a consolidated level, basic loss per share for the year ended 31 December 2019 was RM0.001 (2018: loss RM0.04 per share) based on the weighted number of ordinary shares.

 

BiON Sdn Bhd, the operating entity of the Group, is a BioNexus Status Company granted by Malaysian Bioeconomy Development Corporation Sdn Bhd. This company was entitled to an income tax exemption on the statutory business income derived from approved activities over five consecutive years of assessment commencing from the first year in which BiON Sdn Bhd generates statutory income from relevant approved activities. The tax exemption has since expired in the financial period ended 31 December 2018. At the end of December 2019, the Company became subject to a concessionary tax rate of 24% for the next 10 years on its taxable profits.

 

Cash and cash equivalents at 31 December 2019 were RM0.08m (2018: RM0.47m).

 

On 23 May 2019, the Group procured a 12-month mezzanine loan of approximately RM8.40m with no interest charged, for working capital purposes, from a director of the Company, Syed Nazim Syed Faisal. The drawdown was in tranches and as at the end of the reporting period, the full amount was drawn down. As at year end, the principle remained outstanding. On 24 January 2020, the full amount was converted into ordinary shares of BiON plc.

 

On 13 August 2019, the Group further procured a 6-month mezzanine loan of approximately RM0.51m with interest of 1.5% per month, for working capital purposes and full drawdown was made during the year.

 

During the year, the Group continued to maintain its repayment arrangements that were structured with MGE and Concord Green Energy Sdn Bhd ("CGE"). However, the amounts outstanding from both accounts have remained long overdue. Discussions are taking place with CGE to re-negotiate the terms of repayment and in the meantime, Serba Dinamik Sdn Bhd and one of the executive directors, have guaranteed the value of the debt. The amount due from MGE was partly recovered from the Group's purchase of two biogas power plants from the Company as announced on 22 September 2020. The Group's management continue to be in talks with both parties to arrive at an amicable settlement for the remaining amounts, including negotiations to acquire three biogas power plants, which is expected to be finalised upon a satisfactory outcome from the due diligence exercise.

 

Outlook

 

As noted, the COVID-19 outbreak is causing significant disruption to BiON's business in 2020 due to the public lockdown. However, as restrictions have been eased, activity is increasingly resuming. In addition, with the cost mitigation measures implemented during the period of reduced trading along with the securing of financing - from the Government and third-party loans - the Board continues to believe that the Group remains viable for the foreseeable future.

 

BiON is continuing to source EPCC projects while also completing work on its biogas power plants at Kahang and Malpom, which is expected to enable them to return to full operational efficiency by year end. As noted, BiON also expects the two biogas power plants acquired from MGE to be completed and commence commercial operations by year end, subject to the receipt of approval from the relevant authorities.

 

Looking further ahead, while continuing to develop POME-based biogas power plants, the Board intends to expand its business activities into complementary renewable energy sectors. The Board believes in creating waste-to-value and that there are abundant opportunities in eco-friendly sustainable ventures such as biomass, solar, industrial and wastewater treatment, landfill biogas, livestock waste and more. The Group intends to target these opportunities by leveraging its significant experience and track record in waste-to-energy and environmental engineering as well as by pursuing strategic partnerships, joint ventures and acquisitions, including expanding its EPCC offer to other countries in Southeast Asia.

 

As a result, the Board continues to look to the future with confidence and to delivering a sustainable future.

 

BiON plc (Formerly known as Green & Smart Holdings plc) 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at

 

 

 

 

 

31.12.2019

31.12.2018

ASSETS

Note

RM'000

 

RM'000

NON-CURRENT ASSETS

 

 

 

 

Intangible assets

5

776

 

831

Property, plant and equipment

6

44,781

 

41,636

Right of use assets

12 (a)

4,760

 

-

Total non-current assets

 

50,317

 

42,467

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

Trade and other receivables

7

17,060

 

21,775

Amount due from customer contracts

9

401

 

401

Amounts due from related parties

8

59,654

 

34,635

Cash and cash equivalents

10

83

 

471

Total current assets

 

77,198

 

57,282

 

 

  

 

  

Total assets

 

127,515

 

99,749

 

 

 

 

 

EQUITY

 

 

 

 

Stated capital

11

61,052

 

61,052

Foreign translation reserve

    28

(2,683)

 

(2,499)

Retained profit

 

(4,448)

 

(3,350)

Merger reserve

    28

(4,028)

 

(4,028)

Total shareholders' equity

 

49,893

 

51,175

Non-controlling interests

 

163

 

41

Total equity

 

50,056

 

51,216

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

Trade and other payables

13

53,922

 

30,888

Lease liabilities

12 (b)

317

 

-

Short-term borrowings

14

15,125

 

9,287

Income tax liabilities

 

544

 

-

Total current liabilities

 

69,908

 

40,175

 

 

 

 

 

NON-CURRENT LIABILITY

 

 

 

 

Government grant deferred income

16

96

 

108

Amounts owing to related parties

8

-

 

3,972

Hire purchase payables

15

295

 

387

Lease liabilities

12 (b)

5,523

 

-

Amounts owing to directors

26

1,006

 

3,891

Deferred taxation

18

631

 

-

Total non-current liabilities

 

7,551

 

8,358

 

 

 

 

 

Total liabilities

 

77,459

 

48,533

 

 

 

 

 

Total liabilities and equity

 

127,515

 

99,749

 

The notes to the financial statements form an integral part of these financial statements.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2020 and were signed on its behalf by:

Syed Nazim Syed Faisal                                                                                
 

BiON plc (Formerly known as Green & Smart Holdings plc) 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the

 

 

 

 

YEAR ENDED

 

15-MONTH PERIOD ENDED

31.12.2019

31.12.2018

 

Note

RM'000

 

RM'000

 

 

 

 

 

Revenue

19

24,061

 

1,924

Cost of sales

 

(21,009)

 

(3,763)

Gross profit/(loss)

 

3,052

 

(1,839)

 

 

 

 

 

Other income

20

6,442

 

122

 

 

 

 

 

Less: operating expenses

 

 

 

 

Administrative expenses

 

(8,839)

 

(9,930)

Operating profit/(loss)

 

655

 

(11,647)

 

 

 

 

 

Finance income

21

2,265

 

-

Finance costs

22

(1,810)

 

(2,006)

 

 

 

 

 

Profit/(loss) before taxation

23

1,110

 

(13,653)

 

 

 

 

 

Income tax expense

24

(1,175)

 

(11)

Loss for the year/period

 

(65)

 

(13,664)

 

 

 

 

 

Other comprehensive loss

 

 

 

 

 

 

 

Exchange difference on translation of foreign operations

(184)

 

              488

Total comprehensive loss

 

(249)

 

              (13,176)

 

 

 

 

 

Loss for the year/period attributable to: -

 

 

 

 

- Owners of the company

 

(187)

 

              (13,661)

- Non-controlling interest

 

122

 

                     (3)

 

 

(65)

 

              (13,664)

 

 

 

 

 

Total comprehensive loss attributable to: -

 

 

 

 

- Owners of the company

 

(371)

 

              (13,173)

- Non-controlling interest

 

122

 

                     (3)

 

 

(249)

 

              (13,176)

Loss per share:

 

 

 

 

Basic (RM)

27

(0.001)

 

(0.04)

Diluted (RM)

27

(0.001)

 

(0.04)

 

 

The notes to the financial statements form an integral part of these financial statements.

All amounts are derived from continuing operations.

 

 

BiON plc (Formerly known as Green & Smart Holdings plc) 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

Share capital

Foreign translation reserve

Merger reserve

Retained profit

Attributable to owners of the Company

Non- controlling interest

Total equity

 

Note

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

 

 

 

 

 

 

 

 

 

Balance as at 30 September 2017

 

43,954

(2,987)

(4,028)

10,311

47,250

44

47,294

Loss for the period

 

-

-

-

(13,661)

(13,661)

(3)

(13,664)

 

 

 

 

 

 

 

 

 

Translation of foreign operations

 

 -

488

-

-

488

-

488 

Total comprehensive income /(loss)

 

-

488

-

(13,661)

(13,173)

(3)

(13,176)

Transaction with owners

 

 

 

 

 

 

 

 

Issuance of shares*

11

17,098

-

-

-

17,098

-

17,098

Balance at 31 December 2018

 

61,052

(2,499)

(4,028)

(3,350)

51,175

41

51,216

Effects on adoption of IFRS 16**

 

-

-

-

(911)

(911)

-

(911)

Loss for the year

 

-

-

-

(187)

(187)

122

(65)

Translation of foreign operations

 

 -

(184)

-

-

(184)

-

(184)

Total comprehensive loss

 

-

(184)

-

(1,098)

(1,282)

122

(1,160)

Balance at 31 December 2019

 

61,052

(2,683)

(4,028)

(4,448)

49,893

163

50,056

 

The notes to the financial statements form an integral part of these financial statements.

*              The issue of shares is recognised net of fundraising cost totaling to RM Nil.

**             Details explained in note 3 (iv), changes in accounting policies.

         

BiON plc (Formerly known as Green & Smart Holdings plc) 

CONSOLIDATED STATEMENT OF CASH FLOW

For the

 

 

 

YEAR ENDED

 

 15-MONTH PERIOD ENDED

 

 

31.12.2019

 

31.12.2018

 

Note

 RM'000

 

 RM'000

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

 

Profit/(loss) before taxation

 

1,110

 

(13,653)

Adjustments for:

 

 

 

 

Amortisation of intangible assets

 

55

 

68

Depreciation of right of use assets

 

453

 

-

Allowance written back

 

(140)

 

-

Depreciation of equipment

6

2,288

 

1,654

Impairment on other receivables

 

868

 

-

Government grant income

 

(13)

 

(16)

Interest expenses

22

1,151

 

1,966

Interest expenses - lease liabilities

22

651

 

-

Interest income

21

(2,265)

 

-

Cash flow from/ (used in) operating activities before working capital changes

 

4,158

 

(9,981)

Decrease/(increase) in trade and other receivables

 

3,987

 

(3,423)

Increase/(decrease) in trade and other payables

 

23,034

 

(17,251)

(Increase)/decrease in amount owing from related parties

 

(31,876)

 

20,550

Cash flow used in operating activities

 

(697)

 

(10,105)

Tax paid

 

-

 

(11)

Interest paid

 

(1,151)

 

(1,966)

Interest received

 

2,229

 

-

NET CASH FLOW FROM/ (USED IN) OPERATING ACTIVITIES

 

381

 

(12,082)

 

 

 

 

 

CASH FLOW FOR INVESTING ACTIVITIES

 

 

 

 

Purchase of plant and equipment

6

(5,434)

 

(6,746)

NET CASH FLOW USED IN INVESTING ACTIVITIES

 

(5,434)

 

(6,746)

 

 

 

 

 

CASH FLOW FOR FINANCING ACTIVITIES

 

 

 

 

Issuance of new ordinary shares                                                                             

11

-

 

17,098

Advances from related parties

 

-

 

1,417

Advances from directors

 

-

 

2,165

Repayment of hire purchase obligations

 

(87)

 

(83)

Drawdown of short-term loans

 

9,142

 

-

Principal elements of lease payments

 

(935)

 

-

Repayment of term loans

 

(3,271)

 

(1,785)

NET CASH FLOW FROM FINANCING ACTIVITIES

 

4,849

 

18,812

 

 

 

 

 

Net decrease in cash and cash equivalents

 

(204)

 

(16)

Effects of foreign exchange translation

 

(184)

 

392

Cash and cash equivalents at the beginning of the year/period

 

471

 

95

Cash and cash equivalents at the end of the year/period

10

83

 

471

           

 

The notes to the financial statements form an integral part of these financial statements.

 

BiON plc (Formerly known as Green & Smart Holdings plc) 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2019

 

1.   GENERAL INFORMATION

 

BiON plc (formerly known as Green & Smart Holdings plc) ("the Company") was incorporated as a public limited company in Jersey with registration number 119200 on 7 August 2015. The registered office of the Company is 12 Castle Street, St. Helier, Jersey JE2 3RT, Channel Islands.

 

Pursuant to a special resolution ratified at the Extraordinary General Meeting of the Company held on 30 April 2020, the Company has changed its name to BiON plc. Accordingly the change of name was taken effective from 1 May 2020, upon receiving the certificate from the Registrar of Companies in Jersey.

 

The Company is listed on the AIM market of the London Stock Exchange. The Company's nature of operations is to act as the holding company for a group of subsidiaries that are involved in research and development, provision of professional engineering consultancy and process design services in the areas of industrial biotechnology, pollution control and renewable energy; and engineering, procurement and construction of various waste treatment plants/systems; development, commercialisation, operation and maintenance of renewable energy plants.

 

The consolidated financial statements include the financial statements of the Company and its controlled subsidiaries (the "Group") as follows:

Name

Place of incorporation

Registered address

Principal activity

Effective interest

 

 

 

 

31.12.2019

31.12.2018

BiON Ventures Sdn Bhd (fka Green & Smart Ventures Sdn Bhd)

Malaysia

Note 1

Holding company

100%

100%

BiON Sdn Bhd (fka Green & Smart Sdn Bhd)

Malaysia

Note 1

IPP & EPCC contractor

100%

100%

Our Energy Group (M) Sdn Bhd

Malaysia

Note 2

IPP

51%

51%

 

Note 1 - registered address: B-1-15, Block B, 8 Avenue, Jalan Sungai Jernih 8/1, Section 8, 46050 Petaling Jaya, Selangor.

Note 2 - registered address: 3-2, 3rd. Mile Square, No. 151, Jalan Klang Lama, Batu 3 ½, 58100 Kuala Lumpur.

 

2.   BASIS OF PREPARATION

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") issued by the International Accounting Standards Board ("IASB"), including related interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC").

As permitted by Companies (Jersey) Law 1991 only the consolidated financial statements are presented.

The financial statements are presented in Ringgit Malaysia ("RM") unless otherwise stated and is the currency of the primary economic environment in which the Group operates. All values are rounded to the nearest thousand ringgits ("RM'000") except where otherwise indicated.

The results for 31 December 2019 are prepared for a 12-month period and therefore the comparative amounts, 15-month period to 31 December 2018, are not entirely comparable.

Going Concern

The financial statements are required to be prepared on the going concern basis unless it is inappropriate to do so. 

The Directors, having considered "Going Concern and Liquidity Risk: Guidance for Directors of UK Companies" issued by The Financial Reporting Council in 2016, consider the going concern basis of preparation to be appropriate in preparing the financial statements. The key conclusions are summarised below.

The Group made a loss for the period of RM0.07m (2018: RM13.66m) and recorded a net cash inflow from operating activities of RM0.38m (2018: outflow of RM12.08m). At the reporting date the Group held cash and cash equivalents of RM0.08m (2018: RM0.47m) and had current liabilities of RM69.91m (2018: RM40.18m).

As described in note 7, amounts of RM10.51m (2018: RM17.91m) are due to the Group from Concord Green Energy Sdn Bhd ("CGE").  A repayment plan was put in place during the year and RM7.40m was repaid. Due to the repayment plan not being upheld subsequent discussions are taking place to re-negotiate the terms of repayment and in the meantime, Serba Dinamik Sdn. Bhd. and one of the executive directors, have guaranteed the value of the debt.

As described in note 8, amounts of RM63.35m (2018: RM38.33m) are due to the Group from Megagreen Energy Sdn Bhd ("MGE"). Further debts arose during the financial period of approximately RM25.02m (2018: RM1.27m) from MGE. The repayment arrangement put in place during the year recovered RM3.13m. As a result of re-negotiations taking place to acquire two (2) biogas power plants located in Perak, in part exchange for some of the receivables this repayment arrangement was put on hold. These acquisitions completed in Q3 2020 and further negotiations are taking place to acquire an additional three (3) biogas power plants and is expected to be finalised upon satisfactory outcome from the due diligence exercise.

The Directors consider the amounts owing to be recoverable in full as a result of negotiations being undertaken.

The Group has also received a letter of support from one of its largest shareholders, Serba Dinamik Sdn. Bhd. giving its willingness to continue to fund the Group.

COVID-19 has been identified as having a significant impact on the Group in the 2020 financial year due to public lockdown. However, as restrictions have been eased and activity is increasingly resuming, the Directors continue to believe that the Group remains viable for the foreseeable future.

The Directors prepared financial projections and plans for a period of at least 12 months from the date of approval of these financial statements. On assessment of the Group's future cash flows, the new financing arrangements that have been made available from the SME Bank loan (detail in note 36), as well as the agreed letter of support from Serba Dinamik Sdn. Bhd. and an assessment of their willingness to perform under this the Directors believe the Group has the ability to continue as a going concern for at least 12 months. 

 

3.   basis of COnSOLIDATION

The consolidated financial statements comprise the financial information of the Company and its subsidiaries made up to the end of the reporting period. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. The consolidated financial statements present the results of the Company and its subsidiaries and joint arrangements as if they formed a single entity. Inter-company transactions and balances between Group companies are therefore eliminated in full. The financial information of subsidiaries is included in the Group's financial statements from the date that control commences until the date that control ceases.

On 6 May 2016, the Company entered into agreements with all of the shareholders of BiON Ventures Sdn Bhd ("Green & Smart Ventures Sdn Bhd") for a share for share exchange regarding the ordinary shares in BiON plc and ordinary shares in BiON Ventures.  As a result of this transaction, the ultimate shareholders in the Company received shares in BiON plc in direct proportion to their original shareholdings in BiON Ventures.

The acquisition of BiON Ventures by the Company was that of a re-organisation of entities which were under common control. As such, that combination also falls outside the scope of IFRS 3 'Business Combinations' (Revised 2008). The Directors have, therefore, decided that it is appropriate to reflect the combination using the merger basis of accounting in order to give a true and fair view. No fair value adjustments were made as a result of that combination.

CHANGES IN ACCOUNTING POLICIES

Standards issued and applied for the first time in 2019

The following new and revised Standards and Interpretations have been adopted in the current year.

·      Amendments to IFRS 9 Financial Instruments

·      IFRS 16 Leases

·      IFRS 15 Revenue Contracts with Customers

·      Amendments to IAS 28 Investments in Associates and Joint Ventures

With the exception of IFRS 16 the adoption of these standards has not had a material impact on the financial statements.

Standards issued and not yet effective

There are no new standards, amendments and interpretations to existing standards that have been published which have not been adopted.

IFRS 9 Financial Instruments

                The Group applied IFRS 9 retrospectively, with an initial application date of 1 January 2019. The Group has not restated comparative information which continues to be reported under IAS 39 and the disclosure requirements of IFRS 7 Financial Instruments: Disclosures relating to items within the scope of IAS 39. The impact arising from IFRS 9 adoption was included in the opening retained earnings and other components of equity at the date of initial application.        

(i)      Classification and measurement

Under IFRS 9, debt instruments are subsequently measured either at fair value through profit or loss (FVPL), amortised cost or fair value through other comprehensive income (FVOCI). The classification is based on two criteria: The Group's business model for managing the assets; and whether the instruments' contractual cash flows represent 'solely payments of principal and interest' on the principal amount outstanding.

The assessment of the Group's business model was made as of the date of initial application, 1 January 2019. The assessment of whether contractual cash flows on debt instruments solely comprised of principal and interest was made based on the facts and circumstances as at the initial recognition of the assets.

The classification and measurement requirements of IFRS 9 did not have a significant impact to the Group. The Group continued measuring at fair value all financial assets previously held at fair value under IAS 39. The following are the changes in the classification and measurement of the Group's financial assets:

-       Trade and other receivables classified as receivables as at 31 December 2018 are held to collect contractual cash flows and give rise to cash flows representing solely payments of principal and interest. These were classified and measured as debt instruments at amortised cost beginning 1 January 2019.

 

-       Unquoted equity securities classified as available-for-sale (AFS) financial assets as at 31 December 2018 were classified and measured as equity instruments designated at FVOCI beginning 1 January 2019. The Group elected to classify irrevocably its unquoted equity securities under this category at the date of initial application as it intends to hold these investments for long-term appreciation. There was an impairment loss of RM150,000 recognised in profit or loss for these investments in prior periods. In addition, all of the investments in unquoted equity securities was measured at cost under IAS 39. Upon adoption of IFRS 9, the Group measured the unquoted equity security at FVOCI.

 

The Group has not designated any financial liabilities at FVPL. There are no changes in classification and measurement for the Group's financial liabilities.

(ii)    Impairment

The adoption of IFRS 9 has fundamentally changed the Group's accounting for impairment losses for financial assets by replacing IAS 39's incurred loss approach with a forward-looking expected credit loss (ECL) approach. IFRS 9 requires the Group to recognise an allowance for ECLs for all debt instruments not held at FVPL.

There is no impact on the impairment amount of the Group upon adoption of IFRS 9 as at 1 January 2019.

 

IFRS 16 Leases

 

IFRS 16 is effective from 1 January 2019 and supersedes IAS 17 Leases. The standard eliminates the classification of leases as either operating or finance leases and introduces a single accounting model. Lessees are required to recognise a right-of-use asset and related lease liability for their operating leases and show depreciation of leased assets and interest on lease liabilities separately in the statement of comprehensive income. The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to recognise substantially all leases on the statement of financial position.

 

The Group adopted IFRS 16 effective 1 January 2019 using the modified retrospective method of adoption. Under this method, the standard is applied retrospectively with the cumulative effect of initially applying the standard recognised at the date of initial application as an adjustment to the opening balance of retained earnings. Accordingly, prior year financial information has not been restated and will continue to be reported under IAS 17 Leases. The right-of-use asset and lease liability have initially been measured at the present value of remaining lease payments, with the right-of-use asset being subject to certain adjustments.

 

 

 

i)             Practical expedients applied

In applying IFRS 16, the Group elected to apply the following practical expedients permitted by the standard:

·      The Group has elected not to reassess contracts that were not identified as leases under IAS 17 and IFRIC 4 to determine whether there is a lease under IFRS 16. Therefore, a definition of a lease under IFRS 16 was applied only to contracts entered into or modified on or after 1 January 2019;

·      Applying a single discount rate to a portfolio of leases with similar characteristics;

·      Relying on previous assessments as to whether leases are onerous as an alternative to performing an impairment review - there were no onerous contracts as at 1 January 2019;

·      Accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases;

·      Excluding initial direct costs for the measurement of the right-of-use asset at the date of the initial application; and

·      Using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

 

ii)            Measurement of lease liabilities

The following table reconciles the opening balance for the lease liabilities as at 1 January 2019 based upon the operating lease obligations as at 31 December 2018:

 

   RM'000

 

 

Operating lease commitments as at 31 December 2018

11,282

Less:

 

Commitments relating to short-term leases

 (500)

Gross lease liabilities at 1 January 2019

10,782

Effect of discounting (10.85%)

(4,658)

Lease liabilities at 1 January 2019

  6,124

 

 

Of which:

 

Current lease liabilities

351

Non-current lease liabilities

5,773

 

  6,124

 

iii)           Measurement of right-of-use assets

The associated right-of-use assets for land leases were measured on a modified retrospective basis. The right-of-use assets for the leases were recognised based on the carrying amount as if the standard had always been applied, using the incremental borrowing rate at the date of initial application.

 

iv)           Adjustments recognised in the statement of financial position on 1 January 2019

The change in accounting policy affected the following items on 1 January 2019:

 

 

Opening balance as at 1 January 2019 under IAS 17

 

 

 

 

Adjustment

Restated opening balance as at 1 January 2019 under IFRS 16

 

RM'000

RM'000

RM'000

 

 

 

 

Right-of-use assets

0

5,213

5,213

Lease liabilities

0

(6,124)

(6,124)

Retained Earning

(3,350)

(911)

(4,261)

 

The Group solely has lease contracts in relation to land.

IFRS 15 Revenue Contracts with Customers

 

IFRS 15 supersedes IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations and it applies, with limited exceptions, to all revenue arising from contracts with customers. IFRS 15 establishes a five-step model to account for revenue arising from contracts with customers and requires that revenue be recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer.

                IFRS 15 requires entities to exercise judgement, taking into consideration all of the relevant facts and circumstances when applying each step of the model to contracts with their customers. The standard also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, the standard requires extensive disclosures.

                The Group adopted IFRS 15 using the modified retrospective method of adoption with the date of initial application of 1 January 2019. Under this method, the standard can be applied either to all contracts at the date of initial application or only to contracts that are not completed at this date. The Group elected to apply the standard to those contracts that are not completed as at 1 January 2019. The adoption of IFRS 15 didn't affect the opening retained earnings and other components of equity at the date of initial application.

 

4.   SIGNIFICANT ACCOUNTING POLICIES

4.1  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated by the directors and management and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that affect the application of the Group accounting policies and disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities, income and expenses are discussed below: -

a)   Impairment of assets

 

When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-generating unit to which the asset is allocated, the management is required to make an estimate of the expected future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the present value of those cash flows.

b)   Impairment of trade and other receivables

 

An impairment loss is recognised when there is objective evidence that a financial asset is impaired. Management specifically reviews its loans and receivable financial assets and analyses historical bad debts, customer concentrations, customer creditworthiness, current economic trends and changes in the customer payment terms when making a judgement to evaluate the adequacy of the allowance for impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. If the expectation is different from the estimation, such difference will impact the carrying value of receivables.

 

c)   Construction contracts

 

As described in note 4.13, the Group's accounting approach reflects a sound judgement as potential losses on contract are being considered and reflected with its probability immediately upon occurrence while contract revenue which cannot be estimated reliably is realised only after confirmed by written agreement. The carrying amounts of the Group's construction contracts due from/(to) customers at the end of the reporting period/year are disclosed in note 9 including any allowance for impairment if there is a material uncertainty to fully recover costs of each contract.

 

4.2  FUNCTIONAL AND FOREIGN CURRENCIES

a)    Transactions and balances

 

Transactions in foreign currencies are converted into the respective functional currencies on initial recognition, using the exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities at the end of the reporting period are translated at the rates ruling as of that date. Non-monetary assets and liabilities are translated using exchange rates that existed when the values were determined. All exchange differences are recognised in profit or loss.

b)    Foreign operations

 

Assets and liabilities of foreign operations are translated to RM at the rates of exchange ruling at the end of the reporting period. Revenues and expenses of foreign operations are translated at exchange rates approximating those ruling at the dates of the transactions. All exchange differences arising from translation are taken directly to other comprehensive income and accumulated in equity under the foreign exchange translation reserve. On the disposal of a foreign operation, the cumulative amount recognised in other comprehensive income relating to that particular foreign operation is reclassified from equity to profit or loss.

 

4.3  FINANCIAL INSTRUMENTS

            4.3.1       Financial Assets

On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial assets, as appropriate. The Group currently holds financial assets as:

a)   Loans and receivables

 

These assets are non-derivative financial assets that have fixed or determinable payments that are not quoted in an active market. They arise through the provision of services to customers (trade receivables). They are initially recognised at fair value plus transaction costs that are directly attributable to the acquisition or issue and subsequently carried at amortised cost using the effective interest method less provision for impairment. The effect of discounting on these financial instruments is not considered to be material.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all the amounts due under the term's receivable. The amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

4.3.2       Financial Liabilities

All financial liabilities are initially measured at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

4.3.3       Equity Instruments

Instruments classified as equity are measured at cost and are not remeasured subsequently.

a)    Ordinary shares

 

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds.

4.3.4       Derecognition

A financial asset or part of it is derecognised when, and only when, the contractual rights to the cash flows from the financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.

A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.

 

4.4  PROPERTY, PLANT AND EQUIPMENT

a)    Owned Assets

 

        Items of property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses, if any. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to the location and condition for its intended use.

b)    Assets under construction                    

        Assets under construction are items of property, plant and equipment that are yet to be completed or ready for use. These are held at historical cost less any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

        Depreciation is not provided until such a time that the asset is capable of operating in the manner intended by management. Upon completion of the asset, the assets will be carried at fair value determined annually by the directors.

 

c)     Depreciation

      Depreciation is charged to profit or loss (unless it is included in the carrying amount of another asset) on the straight-line basis to write off the depreciable amount of the assets net of the estimated residual values over their estimated useful lives. Assets under construction are depreciated from the date they are ready for use. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are: -

 

Estimated Useful Lives

Office equipment

5 -10 years

Furniture and fittings

5 -10 years

Plant & machinery

20 years

Renovation

5 -10 years

Industrial building

50 years

Motor vehicle

5 years

 

        The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of the property, plant and equipment.

d)    Subsequent expenditure

 

        Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.

        An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from de-recognition of the asset is recognised in profit or loss.

 

4.5  INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated impairment losses (note 5). The useful lives of intangible assets are assessed to be either finite or indefinite.

Intangible assets with a finite life are amortised on straight-line basis over the estimated economic useful life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial period / year end.

The amortisation expense on intangible assets with finite useful lives is recognised in the profit or loss in the expense category consistent with the function of the intangible asset.

a)    Trademark

 

Trademarks are stated at cost less accumulated amortisation and any impairment losses (note 5). Trademarks are tested for impairment annually or more frequently if the events or changes in circumstances indicate that the carrying value may be impaired either individually or at cash generating unit level. Trademarks are amortised over a period of ten (10) years.

 

4.6  IMPAIRMENT

a)    Impairment of Non-Financial Assets

 

The carrying values of assets, are reviewed at the end of each reporting period for impairment when there is an indication that the assets might be impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of the assets is the higher of the assets' fair value less costs to sell and their value‑in‑use, which is measured by reference to discounted future cash flow.

An impairment loss is recognised in profit or loss immediately.

When there is a change in the estimates used to determine the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately.

 

4.7  INCOME TAXES

Income tax for the period comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the reporting period and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous financial years.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. 

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period/year and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year/period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting year/period.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity. Deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities over the business combination costs.

 

4.8  CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value with original maturity periods of three months or less.

 

4.9  EMPLOYEE BENEFITS

a)     Short-term benefits               

Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are measured on an undiscounted basis and are recognised in profit or loss and included in the development costs, where appropriate, in the period/year in which the associated services are rendered by employees of the Group.

b)    Defined contribution plans

The Group's contribution to defined contribution plans are recognised in profit or loss in the period/year to which they relate. Once the contributions have been paid, the Group has no further liability in respect of the defined contribution plans.

 

4.10 REVENUE AND OTHER INCOME

Revenue is recognised at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer net of sales taxes and discounts.  A performance obligation may be satisfied at a point in time or over time. The amount of revenue recognised is the amount allocated to the satisfied performance obligation.

(i)            Revenue from construction contracts

Revenue from construction contracts is recognised in line with IFRS 15 based on the percentage of completion method based on works performed. The stage of completion is measured by reference to the actual cost incurred to date to estimated total cost for each contract.

Where the outcome of a contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that are likely to be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

 (ii)          Government grants

Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis over the period necessary to match them with the related costs which they are intended to compensate for.

Grants that compensate the Group for the costs of assets are recognised in profit or loss on a systematic basis over the expected life of the related asset.

(iii)         Revenue from Sale of Electricity

Revenue from the sale of electricity generated from the renewable energy plant is recognised as and when the electricity is delivered to the off-taker, based on the invoiced value of sale of electricity, computed at a predetermined rate. Accrued unbilled revenues are reversed in the following month when actual billing occurs.

 

4.11 BORROWING COSTS

Borrowing costs, directly attributable to the acquisition, construction or production of a qualifying asset, are capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale. Capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

All other borrowing costs are recognised in the profit or loss as expenses in the period in which they are incurred. No interest costs were capitalised during the period.

Investment income earned on the temporary investment of specific borrowing pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

 

4.12 CONTINGENT LIABILITIES

A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that an outflow of economic resources will be required, or the amount of obligation cannot be measured reliably.

A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.

 

4.13 CONSTRUCTION CONTRACTS

(i)            Contract revenue

Revenue from construction contracts is recognised as described in note 4.10(i).

(ii)           Amount due from / (to) customer for contract work

Amount due from / (to) customer for contract work is the net amount of cost incurred for construction and contract-in-progress plus profit attributable to contract-in-progress less foreseeable losses, if any, and progress billings. Contract cost incurred to date include costs directly related to the contract or attributable to contract activities in general and costs specifically chargeable to the customer under the terms of the contract.
 

5.   INTANGIBLE ASSETS

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

 

 

 

 

 

 

 

Cost

 

 

 

 

 

 

At 31 December 2018

 

                1,319

 

                       8

 

                1,327

Additions

 

 -

 

 -

 

 -

At 31 December 2019

 

                1,319

 

                       8

 

                1,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

Patents

 

Total

 

 

 RM'000

 

   RM'000

 

RM'000  

 

 

 

 

 

 

 

Accumulated amortisation

 

 

 

 

 

 

At 31 December 2018

 

490

 

6

 

496

Charge for the year

 

54

 

1

 

55

At 31 December 2019

 

544

 

7

 

551

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

 

 

 

At 31 December 2019

 

775

 

1

 

776

 

 

 

 

 

 

 

At 31 December 2018

 

829

 

2

 

831

 

 

(a) Trademark

The trademarks "GRASS", "POME-MAS" and "GREENPAK" are registered in Malaysia in respect of patented wastewater and bio-waste treatment technologies. These trademarks have been granted for an indefinite period, however, they are being amortised over ten (10) years in line with Management's best estimate of their expected useful life.

The remaining amortisation period of trademarks is between one (1) to three (3) years, the remaining amortisation period of patents is between six (6) to twelve (12) years.

(b) Impairment Test

 

The Group has assessed the recoverable amounts of intangible assets and determined that no impairment is required. The recoverable amounts of the cash-generating units ("CGU") are determined using the value in use approach, and this is derived from the present value of the future cash flows from each CGU computed based on the following key assumptions:

(i)            Cash flows are extrapolated to 18 years based on management's two-year business plan.

(ii)           Discount rates used, 7%, for the cash flows discounting purpose reflects specific risks relating to the relevant CGU.

(iii)         Growth rate for a CGU, 2%, is determined based on the management's estimate of the industry trends and past performances of the CGU.

(iv)          Profit margins are projected based on the industry trends and historical profit margin achieved.

 

Management believes that there is no reasonable possible change likely to materially cause the CGU carrying amount to exceed its recoverable amount if applied to the above key assumptions.

6.   PLANT AND EQUIPMENT

 

 

 

Furniture & Fittings

Renovations

Office Equipment

Assets under Construction

Industrial Building

Motor Vehicles

Total

 

 

 

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

At Cost

 

 

 

 

 

 

 

 

At 31 December 2018

 

                   159

                   344

                   167

 21,418

             21,587

                   807

   44,482

Addition

 

-

-

-

-

5,434

-

5,434

Reclassification

 

                -

                     -

                    -

(13,876)

 13,875

                     -

(1)

At 31 December 2019

 

                   159

                   344

                   167

 7,542

             40,896

                   807

   49,915

Less: Accumulated Depreciation

 

 

 

 

 

 

 

 

At 31 December 2018

 

                     53

102

                     90

                -

2,159

                   442

      2,846

Charge for the year

 

15

34

32

                -

2,045

                   162

2,288

At 31 December 2019

 

                     68

136

 122

                -

4,204

                   604

      5,134

Carrying Amount

 

 

 

 

 

 

 

 

At 31 December 2019

 

91

208

45

7,542

36,692

203

44,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Furniture & Fittings

Renovations

Office Equipment

Assets under Construction

Industrial Building

Motor Vehicles

Total

 

 

 

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

At Cost

 

 

 

 

 

 

 

 

At 30 September 2017

 

                   159

344

                   167

             14,672

21,587

                   807

37,736

Addition

 

-

-

-

6,746

-

-

6,746

At 31 December 2018

 

                   159

344

                   167

             21,418

21,587

                   807

44,482

Less: Accumulated Depreciation

 

 

 

 

 

 

 

 

At 30 September 2017

 

                     32

                     58

                     52

                -

810

240

1,192

Charge for the period

 

21

44

38

                -

1,349

202

1,654

At 31 December 2018

 

                     53

102

                     90

                -

2,159

442

2,846

Carrying Amount

 

 

 

 

 

 

 

 

At 31 December 2018

 

                   106

242

                   77

             21,418

19,428

365

41,636

 

6.  PLANT AND EQUIPMENT (CONT'D)

a)   Included in the assets of the Group at the end of the reporting period were motor vehicles with a total net book value of RM0.20m (2018: RM0.37m), which were acquired under hire purchase terms.

 

b)   Assets under construction represents biogas power plant under construction. It is subject to depreciation only when completed and ready for use. No interest was capitalised during the financial year, but total interest capitalised to date included in the Asset under construction amounts to RM0.54m (2018: RM0.54m).

 

c)   Industrial building with carrying amount of approximately RM36.69m (2018: RM19.43m) and Assets under construction with carrying amount of approximately RM7.54m (2018: RM21.42m) are pledged against the banking facility (note 17).

d)  Acquisition of plant and equipment: -

 

 

 

31.12.2019

 

31.12.2018

 

 

 

RM'000

 

RM'000

 

 

 

 

 

 

Net cash paid to acquire property, plant and equipment

5,434

 

6,746

 

 

 

 

 

 

               

7.   TRADE AND OTHER RECEIVABLES

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Trade receivables

 

16,130

 

                  20,152

Less: allowance for impairment loss

(1,435)

 

(1,575)

 

14,695

 

18,577

 

 

 

 

Other receivables & deposits                                                                                            

3,736

 

3,701

Less: allowance for impairment loss

 

(1,371)

 

                 (503)

 

 

2,365

 

                 3,198

 

 

 

 

 

 

 

17,060

 

21,775

 

 

 

 

 

Allowance for impairment losses

 

 

 

 

Opening balance - Trade receivables

 

(1,575)

 

                 -

Reclassification (Note c)

 

-

 

(1,435)

Allowance written back

 

140

 

-

Allowance for the year

 

-

 

(140)

 

 

(1,435)

 

                 (1,575)

 

 

 

 

 

Opening balance - Other receivables

 

(503)

 

                 (414)

Allowance for the year

 

(868)

 

(89)

 

 

(1,371)

 

(503)

Closing balance

 

(2,806)

 

(2,078)

 

a)    The Group's normal credit terms range from 90 to 120 days (2018: 90 to 120 days). Other credit terms are assessed and varied on a case-by-case basis.

 

b)    Trade and other receivables that are individually determined to be impaired relate to customers that have defaulted on payments or the amount due from third parties considered irrecoverable.

 

c)   Included in the Trade Receivables is an amount of RM10.51m (2018: RM17.91m) from CGE.

 

d)    The amounts in Trade Receivables are analysed as follows:

 

 

 

 

31.12.2019

 

31.12.2018

RM'000

RM'000

 

 

 

 

 

Not past due

 

2

 

           -

Past due by less than 3 months

 

-

 

             -

Past due by less than 3 - 6 months

 

162

 

                -

Past due by 6 months and above

 

15,966

 

34,088

 

 

16,130

 

34,088

 

8.   AMOUNTS OWING BY / (TO) RELATED PARTIES

Party

Relationship*

Trade Receivables

Other Receivables

Other Payables

Total

 

 

RM'000

RM'000

RM'000

RM'000

31.12.2019

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

51,497

11,853                

-                        

63,350             

Less: Allowance for

impairment loss

(3,762)

-                        

-                        

(3,762)            

 

 

47,735

11,853                

-                        

59,588             

Makmur Hidro Sdn Bhd.

Related party

-

66                     

-                        

66                     

 

 

47,735

11,919                

-                        

59,654             

 

 

 

 

 

 

 

 

 

 

 

 

Party

Relationship*

Trade Receivables

Other Receivables

Other Payables

Total

 

 

RM'000

RM'000

RM'000

RM'000

31.12.2018

 

 

 

 

 

Megagreen Energy Sdn Bhd

Related party

34,088

4,243

-

38,331

Less: Allowance for impairment loss

 

(3,762)

-

-

(3,762)

 

 

30,326

4,243

-

34,569

 

 

 

 

 

 

Makmur Hidro Sdn Bhd.

Related party

                      -

                     66

                      -

                     66

 

 

30,326

4,309

-

34,635

K2M Ventures Sdn Bhd

Ultimate

-

-

(3,972)

(3,972)

holding co.

 

 

30,326

4,309

(3,972)

30,663

*              Relationship

a)    The Group via its subsidiary, BiON Sdn Bhd holds 15% shares in Megagreen Energy Sdn Bhd and Syed Nazim Syed Faisal, being the Executive Director of BiON plc, was appointed as Director effective 3 July 2020.

b)    Mr. Saravanan, who was a director in BiON Plc for the year to 31 December 2019 and is a significant shareholder in BiON Plc, is also one of the appointed Directors in Makmur Hydro Sdn Bhd.

c)    K2M Ventures Sdn Bhd, holds 32.52% of the share capital in BiON plc

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

Allowance for impairment losses

 

 

 

Opening balance

3,762

 

               5,197

Reclassification (*)

-

 

(1,435)

Movement for the year

-

 

-

Closing balance

 

             3,762

 

3,762

 

* For the financial period to 31 December 2018, Concord Green Energy Sdn Bhd ("CGE") is no longer classified as a related party following the Group's disposal of its interest in the Company. The outstanding amount is now reflected as a Trade Receivable (Note 7).

 

Amounts owing by related parties principally comprise trade debts due from Megagreen Energy Sdn Bhd ("MGE"). The amounts due are collectible in cash, have arisen in the ordinary course of the business of the Group and are subject to credit terms of 30 days. The amounts owing are analysed as follows:

 

 

31.12.2019

 

31.12.2018

RM'000

RM'000

 

 

 

 

 

Not past due

 

20,539

 

           -

Past due by less than 3 months

 

-

 

             -

Past due by less than 3 - 6 months

 

-

 

                -

Past due by 6 months and above

 

30,958

 

34,088

 

 

51,497

 

34,088

 

During the year, a repayment arrangement was structured with MGE for a monthly payment of RM3.0m. During the year RM3.13m was received, but as a result of re-negotiations taking place to acquire two (2) biogas power plants located in Perak, in part exchange for some of the receivables this repayment arrangement was put on hold. . Post year end these have been acquired from MGE with the deposits for these plants being used to offset the receivable due to the Group of RM13.80m. Further negotiations are taking place to acquire three (3) further biogas power plants and is expected to be finalised upon satisfactory outcome from the due diligence exercise.

 

9.   DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

RM'000

 

 

 

 

 

Aggregate cost incurred to date

 

52,669

 

52,669

Add: attributable profits

 

18,386

 

18,386

 

 

71,055

 

71,055

Less: progress billings

 

(70,654)

 

(70,654)

 

 

401

 

401

Represented by:

 

 

 

 

Amounts due from customer contracts

 

401

 

401

 

10. CASH AND CASH EQUIVALENTS

Cash and cash equivalents included in the cash flow statement comprise the following amounts:

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

        Cash and bank balances

 

83

 

471

 

           

11. STATED CAPITAL

 

 

No. of shares

 

RM'000

Issued and Fully Paid-Up at no par value

 

 

 

 

1 October 2017

 

     293,569,812

 

 43,954

Issuance of shares:

 

 

 

 

On 19 July 2018

 

51,806,000

 

17,098

31 December 2018

 

   345,375,812

 

             61,052

 

 

 

 

 

31 December 2019

 

345,375,812

 

61,052

               

During the financial period on 19 July 2018, the Company issued 51,806,000 Ordinary Shares (representing approximately 15% of the Company's issued share capital as enlarged by the Shares) at 6.19p per Ordinary Share to raise approximately RM17.10m (£3.21m, at an exchange rate of RM5.3295 to £1).

At 31 December 2019, the Company's issued share capital was 345,375,812 ordinary shares.

There were no further movements in the Company's issued share capital during the financial year.

 

12. LEASES

Group as a lessee

The Group has lease contracts for lands. The Group's obligations under these leases are secured by the lessor's title to the leased assets. The Group is restricted from assigning and subleasing the leased assets.

The Group also has certain leases of office equipment with low value. The Group applies the 'lease of low-value assets' recognition exemptions for these leases.

a) Right of use assets

 

 

Land

 

Total

RM'000

RM'000

 

 

 

 

 

Cost at 1 January 2019

 

6,979

 

6,979

Additions

 

-

 

-

At 31 December 2019

 

6,979

 

6,979

                                                                                               

Accumulated Depreciation at 1 January 2019

 

1,766

 

1,766

Charge for the year

 

453

 

453

At 31 December 2019

 

2,219

 

2,219

 

Net carrying amount at 31 December 2019

 

4,760

 

4,760

 

b) Lease liabilities

The carrying amount of lease liabilities is as follows: - 

 

 

2019

 

2018

RM'000

RM'000

Current liabilities

- not later than 1 year 

 

 

317

 

 

-

 

 

 

 

 

Non-current liabilities:

- later than one year and not later than five years

 

 

1,671

 

 

-

- Later than 5 years

 

3,852

 

-

At 31 December 2019

 

5,840

 

-

 

c) Amounts recognised in profit or loss

               

 

2019

 

2018

RM'000

RM'000

 

 

 

 

 

Depreciation of right of use assets

 

453

 

-

Interest expenses on lease liabilities

 

651

 

-

Lease expenses not capitalised in lease liabilities:

- Expenses related to low value assets

 

 

11

 

 

-

- Expenses related to short term lease

 

486

 

-

At 31 December 2019

 

1,601

 

-

 

 

d) Total cash outflow

The Group had a total cash outflows for leases of RM935,000 in current financial year.

 

13. TRADE AND OTHER PAYABLES

 

 

31.12.2019

 

31.12.2018

RM'000

RM'000

 

 

 

 

 

Trade payables

 

35,780

 

13,797

Other payables and accruals

 

18,142

 

17,091

 

 

53,922

 

30,888

 

The normal credit terms granted to the Group by the suppliers are 90 days (2018: 90 days) from invoice date.

 

14. SHORT-TERM BORROWINGS

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Mezzanine loan *

 

9,269

 

1,509

Hire purchase payables (note 15)

 

92

 

87

Term loans (note 17)

 

5,764

 

7,691

 

 

15,125

 

9,287

                       

        *Mezzanine loan

a)    On 23 May 2019, the Group procured a 12-month interest free loan of RM8.40m with Tuan Syed Nazim Syed Faisal for working capital purposes. This has subsequently been converted to shares post year-end, see note 36.

 

b)    On 13 August 2019, the group further procured a 6-month loan of approximately RM0.51m with a UK-based lender at an interest rate of 1.5% per month for working capital purposes. As at year end, the principle remains outstanding.

 

 

 

 

15. HIRE PURCHASE PAYABLES

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

Minimum hire purchase payments:

 

 

 

 

- not later than one year

 

        110

 

        110

- later than one year and not later than five years

318

 

                   406

- later than five years

 

4

 

       26

 

 

      432

 

      542

Less: Future finance charges

 

(45)

 

(68)

 

 

387

 

474

 

 

 

 

 

Current

 

 

 

 

Not later than one year

 

92

 

87

 

 

 

 

 

Non-current

 

 

 

 

Later than one year and not later than five years

291

 

                   362

Later than five years

 

4

 

25

 

 

295

 

387

 

 

387

 

474

 

The hire purchase payables of the Group at the end of the reporting period bare effective interest rates ranging from 5.20% to 5.36% (2018: 5.20% - 5.36%).

 

16. DEFERRED GRANT INCOME

The Group received a government grant in financial years 2007 and 2008 which was provided for the project "Greenpak", to develop a new individual septic tank using Upflow Anaerobic Sludge Blanket principle. The grant income is amortised on a systematic basis over the useful life of the related patent.

During the financial period ended 31 December 2019, an amortised amount of RM13,000 was recognised (15 months of 2018: RM16,000) as other income in profit or loss.

 

 

 

17. TERM LOANS

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Current (note 14)

 

 

 

 

Term loan 1

 

4,742

 

6,669

Term loan 2

 

1,022

 

1,022

Not later than one year

 

5,764

 

7,691

 

 

 

 

 

               

                The term loans are secured against: -

(i)            Fixed and floating charges over the present and future assets;

(ii)           Assignment of all rights, interest and benefits and the proceeds from the sales of the electricity;

(iii)         Assignment of all rights, benefits interest and title under industrial building;

(iv)          A guarantee by Credit Guarantee Corporation Berhad (Term loan 1 only); 

(v)           Joint and severally guaranteed by the Directors of the Company.

 

Term loan 1 bears effective interest rate at 8% (2018: 8%) per annum and term loan 2 bears effective interest rate at 5% (2018: 5%) per annum.

During the financial year, due to delayed repayment and the lender being in a position to declare the term loan outstanding as immediately due and payable, the entire term loan was reclassified as a current liability. Thereafter, the term loan was fully repaid on 3 July 2020.

 

18. DEFERRED TAXATION

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

At beginning of the year

 

-

 

-

Charge to profit or loss for the year

 

631

 

-

At end of the year

 

631

 

-

 

19. REVENUE

All revenues are derived from Malaysia.

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Contract revenue

 

21,602

 

1,058

Sale of electricity

 

2,459

 

866

 

 

24,061

 

1,924

 

 

 

20. OTHER INCOME

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Deferred grant income

 

13

 

15

Insurance claim

 

41

 

-

Realised gain on foreign exchange

 

-

 

88

Unrealised gain on foreign exchange

 

59

 

19

Waiver of debts

 

6,329

 

-

 

 

6,442

 

122

 

21. FINANCE INCOME

The finance income recognised is in relation to the interest charged for advances given to the related party, at a rate of 18% per annum (1.5% per month) (see note 26 for detail).

 

22. FINANCE COSTS 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Bank charges

 

8

 

10

Bank guarantee charges

 

-

 

30

 

 

 

 

 

Bank interest

 

1

 

-

Hire purchase interest

 

20

 

59

Short-term loan interest

 

443

 

1,124

Term loan interest

 

687

 

783

 

 

1,151

 

1,966

 

 

 

 

 

Interest on lease liabilities

 

651

 

-

 

 

1,810

 

2,006

 

 

 

23. PROFIT BEFORE TAXATION

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Profit before taxation is arrived at after charging/(crediting): -

 

 

 

 

Auditors' remuneration

 

 

 

 

     Fees payable to Company's auditor and its associates

 

 

 

     for the audit of the consolidated financial statements 

                    177

 

                    136

Amortisation of intangible assets

 

55

 

68

Depreciation of right of use assets

 

453

 

-

Government grant income

 

(13)

 

(16)

Depreciation of plant and equipment

 

2,288

 

1,654

Impairment loss on trade receivables written back

 

(140)

 

-

Impairment loss on non-trade receivables

 

868

 

-

Rental of premises

 

107

 

173

Rental of equipment

 

12

 

12

Rental of motor vehicles

 

222

 

268

Unrealised gain on foreign exchange

 

(59)

 

(19)

Realised gain on foreign exchange

 

(4)

 

(88)

Employees provident fund expense

 

331

 

433

 

 

 

24. INCOME TAX EXPENSE

The Company is regarded as resident for tax purposes in Jersey and on the basis that the Company is neither a financial service company nor a utility company for the purpose of the Income Tax (Jersey) Law 1961, as amended, the Company is subject to income tax in Jersey at a rate of zero per cent.

BiON Sdn Bhd is granted BioNexus status by a government agency, namely Malaysian Bioeconomy Development Corporation Sdn Bhd (previously known as Malaysian Biotechnology Corporation Sdn. Bhd). Therefore, BiON Sdn Bhd is entitled to tax exemption on the statutory business income derived from approved activities over five consecutive years of assessment commencing from the first year in which BiON Sdn Bhd generates statutory income from the relevant approved activities. The tax exemption expired in the financial period ended 31 December 2018. No further exemption has been granted thereafter.

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

Income Tax

               

 

 

- Current year

 

544

 

-

- Under provision in prior years

-

 

11

Deferred taxation

 

 

 

- Current year

 

936

 

-

- Not provided for in prior years

(305)

 

-

Income tax expenses for the year/period

1,175

 

                   11

 

Domestic income tax is calculated at the Malaysian statutory tax rate of 24% (2018: 24%) of the estimated assessable profit for the financial period.

A reconciliation of income tax expense applicable to the profit before taxation at the statutory tax rate to income tax expense at the effective tax rate of the Group is as follows: -

 

 

 

 

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Profit/(loss) before taxation

1,110

 

(13,653)

 

 

 

 

 

Tax at the statutory tax rate of 24% (2018: 24%)

266

 

            (3,276)

Tax effect of:

 

 

 

 

Non-deductible expenses

4,242

 

3,483

Tax effect on non-taxable income

(54)

 

-

Tax exempt income

(2,974)

 

(207)

Under provision of income tax in the previous financial year

-

 

                   11

Over provision of deferred taxation in the previous financial year

 

(305)

 

 

-

Income tax expenses for the year/period

1,175

 

                   11

 

 

25. DIRECTORS' EMOLUMENTS

            The amount of remuneration received by each director in the year was as follows:  

 

 

Remuneration

Fees

Approved contribution

Total

 

RM'000

RM'000

RM'000

RM'000

31.12.2019

 

 

 

 

Syed Nazim bin Syed Faisal

360

64

45

469

Saravanan Rasaratnam

300

63

37

400

Navindran Balakrishnan

300

63

37

400

Datuk Dr. Haji Radzali Hassan

-

64

-

64

Aditya Chathli

-

63

-

63

 

960

317

119

1,396

 

 

 

 

 

 

 

Remuneration

Fees

Approved contribution

Total

 

RM'000

RM'000

RM'000

RM'000

31.12.2018

 

 

 

 

Syed Nazim bin Syed Faisal

30

16

4

50

Saravanan Rasaratnam

450

143

55

648

Navindran Balakrishnan

450

143

55

648

Sivadas Kumar

260

124

32

416

Datuk Dr. Haji Radzali Hassan

-

143

-

143

Dato' Dr. Sivamohan

    S. Namasivayam

-

124

-

124

Aditya Chathli

-

178

-

178

 

1,190

871

146

2,207

 

26. RELATED PARTY TRANSACTIONS

a)    Identities of Related Parties

Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control or jointly control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control.

In addition to the information detailed elsewhere in the financial statements, the Group has related party relationships with its directors, key management personnel and entities within the same group of companies.

 

 

Other than those disclosed elsewhere in the financial statements, the Group also carried out the following significant transactions with the related parties during the financial period: -

 

 

 

 

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

i) Megagreen Energy Sdn. Bhd.

 

 

 

 

- Contract revenue

 

20,539

 

           -

- Interest income

 

2,265

 

-

- Amount owing from

 

      59,588

 

      34,569

 

 

 

 

 

ii) K2M Ventures Sdn Bhd

 

 

 

 

- Amount owing to

 

            -

 

            (3,972)

- Other income (waive of debts)

 

1,633

 

-

 

 

 

 

 

iii) Makmur Hidro Sdn Bhd

 

 

 

 

- Amount owing from

 

                   66

 

                   66

 

 

 

 

 

iv) Saravanan Rasaratnam 

 

 

 

- Director fees due

-

 

              (363)

- Director advance

-

 

(841)

- Director fees

63

 

143

- Other income (waive of debts)

3,595

 

-

 

 

 

 

 

v) Navindran Balakrishnan

 

 

 

 

- Director fees due

 

          -

 

          (363)

- Director advance

 

-

 

(1,065)

- Director fees

 

63

 

143

- Other income (waive of debts)

 

1,101

 

-

 

 

 

 

 

vi) Serba Dinamik group of companies

 

 

 

 

- Amount owing to

 

  (10,078)

 

  -

- Services rendered from

 

(8,397)

 

(460)

 

 

 

 

 

vii) Syed Nazim Syed Faisal

 

 

 

 

- Mezzanine loan

 

(8,406)

 

-

- Director advance

 

(1,305)

 

-

- Director fees due

 

(81)

 

(16)

- Director fees

 

64

 

16

 

 

 

 

 

viii) Datuk Dr. Hj. Radzali Hassan

 

 

 

 

- Director fees due

 

(395)

 

(323)

- Director fees

 

64

 

143

 

 

 

 

 

ix) Aditya Chathli

 

 

 

 

- Director fees due

 

(242)

 

(174)

- Director fees

 

63

 

178

 

 

 

 

 

x) Dato' Dr. Sivamohan S. Namasivayam

 

 

 

 

- Director fees due

 

-

 

(266)

- Director fees

 

-

 

124

 

 

 

 

 

xi) Sivadas Kumar

 

 

 

 

- Director fees due

 

(288)

 

(335)

- Director fees

 

-

 

124

 

 

 

 

 

Related parties: -

i)     The group via its subsidiary, BiON Sdn Bhd, hold 15% shares in Megagreen Energy Sdn Bhd.

ii)    K2M Ventures Sdn Bhd ("K2M"), holds 32.52% shares in BiON plc. During the year, K2M waived debts due from the Group amounting to RM1.63m.

iii)   Mr. Saravanan, who was a director and shareholder in BiON plc for the year ended 31 December 2019, is also one of the appointed Directors in Makmur Hydro Sdn Bhd.

iv)   Mr. Saravanan, who was a director and shareholder in BiON plc for the year ended 31 December 2019. During the year, all amounts owed to the director were waived and amounts were realised in other income.

v)    Mr. Navindran, who was a director and shareholder in BiON plc for the year ended 31 December 2019. During the year, all amounts owed to the director were waived and amounts were realised in other income.

vi)   Serba Dinamik group of companies, one of the significant shareholders in BiON plc for the year ended 31 December 2019.

vii)  Syed Nazim Syed Faisal, being an Executive Director in BiON plc for the year ended 31 December 2019.

viii)                Aditya Chathlli, being a Non-Executive Director in BiON plc for the year ended 31 December 2019.

ix)   Datuk Dr. Hj. Radzali Hassan, being a Non-Executive Director in BiON plc for the year ended 31 December 2019.

x)    Dato' Dr. Sivamohan S. Namasivayam, who was a Non-Executive Director in BiON plc, resigned on 25 October 2018.

xi)   Sivadas Kumar, who was an Executive Director in BiON plc, resigned on 25 October 2018.

 

b)    Compensation of key management personnel

The remuneration of directors and other members of key management personnel during the period are as follows: -       

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Short-term employee benefits

 

1,632

 

2,355

Defined contribution plan (EPF)

 

273

 

183

 

 

1,905

 

2,538

 

Included in the total key management personnel

 

 

 

 

compensation are: -

 

 

 

 

 

 

 

 

 

Directors' remuneration 

 

960

 

1,336

Executive Directors' Fees

 

190

 

426

Non-Executive Directors' Fees

 

127

 

445

 

 

1,277

 

2,207

           

 

The key management personnel are those personnel having authority and responsibility for planning, directing and controlling the activities within the Group, either directly or indirectly. 

The payment of emoluments to the director is disclosed in the remuneration report.

 

 

27. EARNINGS PER SHARE

The calculation of earnings per share is based on the following earnings and number of shares:

 

 

31.12.2019

 

31.12.2018

 

 

 

 

 

Loss attributable to the owners of the
Company (RM'000)

 

(187)

 

(13,661)

 

 

 

 

 

Weighted average number of shares

 

345,375,812

 

345,375,812

 

 

 

 

 

Warrant instruments

 

7,232,013

 

7,232,013

 

 

 

 

 

Diluted number of shares

 

352,607,825

 

352,607,825

 

 

 

 

 

Basic earnings per share (RM)

 

(0.001)

 

(0.04)

Diluted earnings per share (RM)

 

(0.001)

 

(0.04)

 

Earnings per share has been calculated by dividing the profit or loss for the year attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the year.

The diluted number of shares includes those reserved under warrants (note 32).

 

28. RESERVES

a)    Foreign currency translation reserves

The foreign currency translation reserves arose from the translation of the financial information of foreign subsidiaries and are not distributable by way of dividends.

b)    Merger reserves

The accounting treatment for Group reorganisations is scoped out of IFRS 3. Accordingly, as required under IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, the Group has referred to current UK GAAP to assist its judgement in identifying a suitable accounting policy. The introduction of the holding company, BiON plc, had been accounted for as a capital reorganisation using the merger accounting principles prescribed under current UK GAAP. Therefore, the consolidated financial statements of BiON plc are presented as if the Company has always been the holding company for the Group.

The use of merger accounting principles has resulted in a balance on Group capital and reserves that have been classified as a merger reserve and included in the Group's shareholders' funds. The consolidated financial statements include the results of the Company and all its subsidiary undertakings made up to the same accounting date.  

 

29. CONTINGENCIES

No provisions are recognised on the following matters as it is not probable that a future sacrifice of economic benefits will be required, or the amount is not capable of reliable measurement: -

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Corporate guarantee given to licensed banks for credit facilities granted to a related party

 

32,489

 

32,729

 

The Group has provided Megagreen Energy with a corporate guarantee in support of a loan facility. Credit Guarantee Corporation Malaysia Berhad has confirmed that repayment of the 60% of the amount borrowed by Megagreen under the facility is guaranteed by Credit Guarantee Corporation Malaysia Berhad up to June 2025 pursuant to the Green Technology Financing Scheme - established by the Malaysian government. In July 2020, the loan was partially repaid, leaving a balance of RM9.5m. On that basis, the Directors expect the exposure of BiON under the guarantee to be limited to approximately RM3.8m (2018: RM14.1m).

 

30. CAPITAL COMMITMENTS

            At 31 December, the Group had the following capital commitments in respect to plant & equipment:

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Approved and contracted for construction of plant and equipment

 

-

 

17,064

           

 

 

31. OPERATING SEGMENTS

(a)   Operating segments

 

Operating segments are prepared in a manner consistent with the internal reporting provided to the management as its chief operating decision maker in order to allocate resources to segments and to assess their performance. Currently the Group operates under two operating segments providing consulting and contract services to customers in the renewable energy sector and the supply of power to National Grid.

Information on geographical segments is not presented as the Group operates wholly in Malaysia where all of its assets and liabilities are located.

 

 

The information provided to management for the reportable segments during each year/period are as follows:

 

Business Segments

Consulting & contract

Power

Head office

Total

 

RM'000

RM'000

RM'000

RM'000

31.12.2019

 

 

 

 

Contract revenues

21,602

-

-

21,602

Power sold

-

2,459

-

2,459

Group revenues

21,602

2,459

-

24,061

 

 

 

 

 

Gross profit/(loss)

4,511

(1,459)

-

3,052

Net profit/(loss)

1,720

(1,785)

-

(65)

 

 

 

 

 

Segment Assets

72,432

52,652

2,431

127,515

Segment Liabilities

27,105

19,374

30,980

77,459

Capital Expenditure

-

5,434

-

5,434

Depreciation and amortisation

-

2,553

243

2,796

Impairment loss on receivables

-

-

868

868

 

 

 

 

 

Business Segments

Consulting & contract

Power

Head office

Total

 

RM'000

RM'000

RM'000

RM'000

31.12.2018

 

 

 

 

Contract revenues

1,058

-

-

1,058

Power sold

-

866

-

866

Group revenues

1,058

866

-

1,924

 

 

 

 

 

Gross Profit/(Loss)

222

(2,061)

-

(1,839)

Net Loss

(6,282)

(7,382)

-

(13,664)

 

 

 

 

 

Segment Assets

51,547

43,957

4,245

99,749

Segment Liabilities

15,965

16,875

15,695

48,535

Capital Expenditure

-

6,746

-

6,746

Depreciation and amortisation

-

1,418

304

1,722

 

 

 

 

 

 

(b)   Information about major customers

 

During the year, the following customers contributed more than 10% of the revenue for the Group:

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Megagreen Green Sdn Bhd

 

20,539

 

-

Felcra Processing & Engineering Sdn Bhd

 

-

 

1,058

Tenaga Nasional Berhad

 

2,459

 

866

 

 

 22,998

 

 1,924

 

 

 

32. WARRANT INSTRUMENTS

 

 

31.12.2019

31.12.2018

 

 

Average exercise price per warrants

Number of warrants

Average exercise price per warrants

Number of warrants

 

 

 

 

 

 

At 1 January

 

0.092p

7,232,013

0.092p

7,232,013

As at 31 December

 

0.092p

7,232,013

0.092p

7,232,013

 

On 6 May 2016, the Company granted 1,383,333 warrants to S.P. Angel Corporate Finance LLP, the Company's previous nominated adviser, at the exercise price of 9 pence each, which were exercisable immediately upon grant, with an expiring date of 5 May 2021.

On 19 June and 28 June 2017, the Company issued 5,848,680 warrants, at the exercise price of an average closing bid price at three trading days prior to the day of notice to exercise, to subscribers to a private placing arranged by Charles Street Securities Europe LLP ("CSS"), and to CSS as part of the fee arrangements for arranging the placement. Of the total warrants issued, 2,777,778 were issued to CSS as fees payable in connection with that placement. The warrants issued to subscribers are outside the scope of IFRS 2. In accordance with IFRS 2 the fair value of the warrants issued as fees for the placement services provided has been estimated as RM220,000. This has been recognised within the stated capital component of equity as the costs were directly incurred in raising the related equity funds.

 

33. ULTIMATE CONTROLLING PARTIES

At the reporting date, the Directors consider there is no ultimate controlling party.

 

 

 

34. FINANCIAL INSTRUMENTS

The Group's activities are exposed to a variety of market risks (including foreign currency risk, interest rate risk and equity price risk), credit risks and liquidity risks. The Group's overall financial risk management policy focuses on the unpredictability of finance market and seek to minimise potential adverse effects on the Group's financial performance by having in place adequate financial resources for the development of the Group's business whilst managing its market risk, credit risk and liquidity risk.

The Group holds the following financial instruments:

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

Financial Assets

 

 

 

 

Trade receivables 

 

14,695

 

18,577

Other receivables and deposits

 

2,365

 

3,198

Amount owing by contract customers

401

 

401

Amount owing by related parties

 

59,654

 

34,635

Cash and bank balances

 

83

 

471

 

 

77,198

 

57,282

 

 

 

 

 

Financial Liabilities

 

 

 

 

Trade payables

 

35,780

 

13,797

Other payables and accruals

 

18,142

 

17,091

Amount owing to related parties

 

-

 

3,972

Amount owing to directors

 

1,006

 

3,891

Hire purchase payables

 

387

 

474

Lease liabilities

 

5,840

 

-

Term loans

 

15,033

 

9,200

 

 

76,188

 

48,425

 

34.1     Financial Risk Management Policies

 The following sections provide details on the Group's exposure to the abovementioned financial risks    and the objectives, policies and processes for the management of these risks.

 

34.1.1  Market Risk

(a)           Foreign Currency Risk

The Group is exposed to foreign currency risk on transactions and balances that are denominated in currencies other than functional currency. The currencies giving rise to this risk are primarily the United States Dollar ("USD") and Great British Pound ("GBP"). Foreign currency risk is monitored closely on an on-going basis to ensure that the net exposure is at an acceptable level. At the end of the reporting period, the Group does not have any derivative financial instruments used to hedge foreign currency risk.

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.1  Market Risk (cont'd)

 

The Group exposure to foreign currency risk, based on the carrying amounts at the reporting date is as follows:

 

 

USD

GBP

IDR

RM

TOTAL

31.12.2019

 

RM'000

RM'000

RM'000

RM'000

RM'000

Financial Assets

 

 

 

 

 

 

Trade receivables

 

-

-

1,065

13,630

14,695

Other receivables and deposit

 

-

-

-

2,365

2,365

Amount owing by contract customers

-

-

-

401

401

Amount owing by related parties 

 

-

-

-

59,654

59,654

Cash and bank balance

 

1

10

-

72

83

 

 

1

10

1,065

76,122

77,198

Financial Liabilities

 

 

 

 

 

 

Trade payables

 

867

-

-

34,913

35,780

Other payables and accruals

 

-

1,071

-

17,071

18,142

Amount owing to directors

 

-

1,006

-

-

1,006

Hire purchases

 

-

-

-

387

387

Lease liabilities

 

-

-

-

5,840

5,840

Term loans

 

-

9,269

-

5,764

15,033

 

 

867

11,346

-

63,975

76,188

 

 

 

 

 

 

 

Net financial assets/(liabilities)

(866)

(11,336)

1,065

12,147

1,010

Less: Net financial liabilities denominated

-

-

-

(12,147)

(12,147)

in the Group's functional currency

 

                       

 

          

          

Currency exposure

 

(866)

(11,336)

1,065

-

(11,137)

 

 

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.1  Market Risk (cont'd)

 

 

 

USD

GBP

IDR

RM

TOTAL

31.12.2018

 

RM'000

RM'000

RM'000

RM'000

RM'000

Financial Assets

 

 

 

 

 

 

Trade receivables

 

-

-

-

18,577

18,577

Other receivables and deposits

 

-

-

-

3,198

3,198

Amount owing by contract customers

-

-

-

401

401

Amount owing by related parties

-

-

-

34,635

34,635

Cash and bank balance

 

13

-

-

458

471

 

 

13

-

-

57,269

57,282

Financial Liabilities

 

 

 

 

 

 

Trade payables

 

936

-

-

12,861

13,797

Other payables and accruals

 

-

1,774

-

15,317

17,091

Amount owing to related parties

 

-

1,938

-

2,034

3,972

Amount owing to directors

 

-

1,986

-

1,905

3,891

Hire purchase

 

-

-

-

474

474

Term loans

 

-

1,509

-

7,691

9,200

 

 

936

7,207

-

40,282

48,425

 

 

 

 

 

 

 

Net financial assets/(liabilities)

 

(923)

(7,207)

-

16,987

8,857

Less: Net financial liabilities denominated

-

-

-

(16,987)

(16,987)

in the Group's functional currency

 

 

 

 

                        

Currency exposure

 

(923)

(7,207)

-

-

(8,130)

 

 

 

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.1  Market Risk (cont'd)

(a)        Foreign Currency Risk (cont'd)

The following details the sensitivity analysis of the Group's profit after tax to a reasonably possible change in the foreign currencies at the end of the reporting period with all other variables held constant:

 

 

 

 

 

 

 

 Increase/(Decrease)

 

 

 

 

 

 

 

31.12.2019

 

31.12.2018

 

 

RM

 

RM

 

 

 

 

 

Effects on Profit After Taxation

 

 

 

 

USD/RM

 

 

 

 

- strengthened by 1%

 

(8)

 

(9)

- weakened by 1%

 

8

 

9

GBP/RM

 

 

 

 

- strengthened by 1%

 

(11)

 

(72)

- weakened by 1%

 

11

 

72

IDR/RM

 

 

 

 

- strengthened by 1%

 

(1)

 

-

- weakened by 1%

 

1

 

-

 

A weakening of the above currencies against Ringgit Malaysia at the reporting date would have had the equal but opposite effect on the above currencies to the amounts shown above, with all other variables held constant.

(b)           Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to interest rate risk arises mainly from interest-bearing financial liabilities. The Group's policy is to obtain the most favourable interest rates available. Any surplus funds of the Group will be placed with licensed financial institutions to generate interest income.

The sensitivity analysis is not presented as the sensitivity impact is immaterial because the loan has a fixed interest rate which is subsequently rolled-up into the principal.

(c)           Equity Price Risk

The Group does not have any quoted investments and hence is not exposed to equity price risk.

 

34.1.2  Credit Risk

The Group's exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an ongoing basis.

The Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due, which are deemed to have higher credit risk, are monitored individually.

The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of the trade and other receivables as appropriate. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified (where applicable). Impairment is estimated by management based on prior experience and the current economic environment.

The Group provided a financial guarantee to financial institutions for credit facilities granted to an associate undertaking, as disclosed in note 28 to the financial statements. The Group monitors its exposure to credit risk, or the risk of counterparties defaulting, arises mainly from trade and other receivables. The Group manages its exposure to credit risk by the application of credit approvals, credit limits and monitoring procedures on an on-going basis.

Credit risk concentration profile

The Group's major concentration of credit risks relates to the amount owing by 2 (2018: 2) customers which constitutes approximately 90% (2018: 90%) of its trade & other receivables at the end of the reporting period.

The ageing analysis of receivables (including amount owing by associates and amount owing by affiliates) and at the end of the reporting period is disclosed in note 7 and note 8.

At the end of the reporting period, trade receivables that are individually impaired were those with significant long outstanding obligations. These receivables are not secured by any collateral or credit enhancement but have nevertheless demonstrated that they are meeting their obligations though payments have been protracted.

 

 

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.3  Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the management to ensure as far as possible, that they will have sufficient liquidity to meet its liabilities when they fall due.

The following table sets out the maturity profile of the financial liabilities at the reporting date based on contractual undiscounted cash flows:

 

 

 

Effective interest rate

Carrying amount

Contractual undiscounted cashflow

Within 1 year

1-5 years

 

 

%

RM'000

RM'000

RM'000

RM'000

31.12.2019

 

 

 

 

 

 

Trade payables

 

 

35,780

35,780

35,780

-

Other payables and accruals

 

 

18,142

18,142

18,142

-

Amount owing to directors

 

 

1,006

1,006

-

1,006

Hire purchase payables

 

6.4-6.9

387

387

92

295

Lease liabilities

 

 

5,840

5,840

317

5,523

Term loans

 

5.0-8.0

15,033

15,033

15,033

-

 

 

 

76,188

76,188

69,364

6,824

 

 

 

 

 

 

 

31.12.2018

 

 

 

 

 

 

Trade payables

 

 

13,797

13,797

13,797

-

Other payables and accruals

 

 

17,091

17,091

17,091

-

Amount owing to related parties

 

 

3,972

3,972

3,972

-

Amount owing to directors

 

 

3,891

3,891

-

3,891

Hire purchase payables

 

6.4 - 6.9

474

474

87

387

Term loans

 

5.0 - 8.0

9,200

9,200

9,200

-

 

 

 

48,425

48,425

44,147

4,278

 

 

 

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.4  Fair Values Measurements

The fair values of the financial assets and financial liabilities maturing within the next 12 months approximated their carrying amounts due to the relatively short-term maturity of the financial instruments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Financial Instruments

 

Fair Value of Financial Instruments

 

Total

Carrying

 

 

Carried at Fair Value

 

Not Carried at Fair Value

 

Fair Value

Amount

 

 

Level 1

Level 2

Level 3

 

Level 1

Level 2

Level 3

 

 

 

 

 

RM'000

RM'000

RM'000

 

RM'000

RM'000

RM'000

 

RM'000

RM'000

31.12.2019

 

 

 

 

 

 

 

 

 

 

 

Term loans

 

-

-

-

 

-

15,033

-

 

15,033

15,033

Hire purchase payables

-

-

-

 

-

387

-

 

387

387

Amount owing to directors

-

-

-

 

-

-

2,183

 

2,183

2,183

 

 

 

 

 

 

 

 

 

 

 

 

31.12.2018

 

 

 

 

 

 

 

 

 

 

 

Term loans

 

-

-

-

 

-

9,200

-

 

9,200

9,200

Hire purchase payables

-

-

-

 

-

474

-

 

474

474

Amount owing to directors

-

-

-

 

-

-

3,891

 

3,891

3,891

 

      

-            Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.

-            Level 2: Valuation techniques for which the lowest level input that is significant to the fair value.

-            Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

34. FINANCIAL INSTRUMENTS (CONT'D)

34.1.4  Fair Values Measurements (CONT'D)

            Fair Value of Financial Instruments Not Carried at Fair Value

The fair values, which are for disclosure purposes, have been determined using the following basis: -

(i) The fair value of term loan with fixed interest rate is determined by discounting the relevant cash flows using current market interest rate for similar instruments at the end of the reporting period. The interest rate (per annum) used to discount the estimated cash flows is as follows: -

 

 

 

 

 

 

31.12.2019

 

31.12.2018

 

 

 

 

 

%

 

%

Hire purchase payables

 

 

6.4-6.9

 

6.4-6.9

Term loan (fixed interest rate)

 

 

5.0-8.0

 

5.0-8.0

 

(ii) The carrying amount of term loan with variable interest rate approximates its fair value.

(iii) The fair value of amount owing to directors (non-current) is determined by discounting the relevant cash flows using current market interest rates for similar instruments at rates of 4.5% per annum.

 

 

 

35. CAPITAL RISK MANAGEMENT

The Group manages its capital to ensure that it will be able to maintain an optimal capital structure so as to support their businesses and maximize shareholders' value. To achieve this objective, the Group may make adjustments to the capital structure in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of capital to shareholders or issuing new shares.

The Group manages its capital based on debt-to-equity ratio that complies with debt covenants and regulations, if any. The debt-to-equity ratio is calculated as total borrowings from financial institutions divided by total equity.

There was no change in the Group's approach to capital management during the financial period.

The debt-to-equity ratio of the Group at the end of the reporting period was as follows:

 

 

 

 

 

 

 

31.12.2019

 

31.12.2018

 

 

RM'000

 

RM'000

 

 

 

 

 

Hire purchase payables

387

 

474

Term loans

 

15,033

 

9,200

Less: Cash and bank balances

(83)

 

(471)

Net debt

 

15,337

 

9,203

 

 

 

 

 

Total shareholders' equity

 

49,893

 

51,175

 

 

 

 

 

Debt-to-equity ratio

 

0.31

 

0.18

 

 

36. SIGNIFICANT EVENTS OCCURING AFTER THE REPORTING PERIOD

Investment in associate

The Group via its subsidiary, BiON Sdn Bhd, holds 15% of the share capital in Megagreen Energy Sdn Bhd.

Although the Group holds less than 20% of the voting power in Megagareen Energy Sdn. Bhd., the Group is able to exercise significant influence due to its representation on the board of directors, effective 3 July 2020. Therefore, from 3 July 2020, the investment in Megagreen will be treated as an associate.

As a result of prior impairments this investment has nil value (2018: RM nil).

Short term loan conversion into ordinary shares

On 24 January 2020, the Group announced that, at the Extraordinary General Meeting ("EGM"), the Resolution placed in respect of the approval of the waiver under Rule 9 of the City Code and taken by Independent Shareholders on a poll was approved in regards to loan conversion to ordinary shares.

 

In view of the above and other the relevant approved application, i.e. London Stock Exchange, on 27 January 2020, the loan of RM8.4 million from Syed Nazim Syed Faisal was converted into 86,343,953 new Ordinary Shares representing 20 per cent (20%) of the enlarged share capital at an effective share price of approximately 1.85 pence. As a result of the shares issued to Syed Nazim Syed Faisal's, the Concert Party's shareholding increased to 172,687,543 Ordinary Shares (40% of the enlarged share capital of the Group). The Concert Party's shareholding is disclosed within the table below.

 

 

 

 

 

 

 

Concert Party

 

Total number of ordinary shares inserted in following completion Debt for Equity swap

Total number of ordinary shares inserted in following completion Debt for Equity swap as percentage of Enlarged Share Capital

Serba Dinamik International

51,806,000

12%

Serba Dinamik Group

34,537,581

8%

Syed Faisal Syed Nazim

86,343,953

20%

 

 

 

Concert Party aggregate total

172,687,534

40%

 

 

Loan from related party

On 6 February 2020, the Group via its subsidiary, BiON Sdn Bhd (Borrower), entered in to a facility agreement with Serba Dinamik Sdn Bhd (Lender), to obtain a loan of RM10 million for working capital purposes.   

 

The Group unconditionally agreed to pay profit for this facility at the rate of five per cent (5%) per annum for a term of fifty-four (54) months commencing from 6 August 2020.

               

Bank borrowing

On 24 February 2020, SME Bank had approved bank borrowing of RM55.3 million for the Group via its subsidiary, BiON Sdn Bhd as follow:

Bank Borrowing

RM '000

Purpose

Term loan 1

32,000

To part finance the acquisition of 2 biogas power plant

Term loan 2

6,200

To redeem existing facility from MDV

Term loan 3

12,100

To part finance remaining project cost of biogas power plant

Revolving credit

5,000

For working capital requirement

 

The bank borrowing bear interest rate at 4% above base financing rate per annum and repayable within a 15-year period.

Acquisition of biogas power plant

On 8 April 2020, the Group via its subsidiary, BiON Sdn Bhd, entered into sale and purchase agreements to acquire 2 units of biogas power plant that belong to the related company, Megagreen Energy Sdn Bhd for consideration of RM45,990,000. 30% of the sales proceed have been set off with the amount due from the related company. The balance of 70% was paid in cash, financed by bank borrowings as above.

 

Factoring facility

On 20 April 2020, the Group via its subsidiary, BiON Sdn Bhd, entered into a factoring facility agreement with Maax Factor Sdn Bhd (Factor), at a maximum margin of eighty per cent (80%) of the purchased debt, amounting to RM10 million, with a credit period not exceeding ninety (90) days from the date of the invoice.    

               

The Group has agreed to pay factoring charges at two per cent (2%) of the purchase debt.  The Group has also agreed on the recourse charge at two point five per cent (2.5%) per month on the outstanding balance which remain unpaid after the expiry of the credit period.

 

On 30 April 2020, the Group has successfully received RM9.74 million (net facility) from the Factor.    

 

 

 

 

 

COVID-19

The financial statements are approved during a period where there is much uncertainty as a result of the emergence and international spread of a coronavirus (COVID-19) and responses to control its spread since February 2020. The Group has been impacted by the economic effects of these responses, resulting in depressed revenue in the 2020 financial year. However, management consider the Group to be in a good position to weather this due to its net asset position, positive cash balance and the available loans and borrowings.

 

The ultimate impact of COVID-19 on the world and the economy is yet to be seen. However, through appropriate consideration of risks and mitigating actions both already taken and available to be taken, the directors consider it appropriate to prepare these accounts on a going concern basis.

 

The spread of the global pandemic is considered to be a non-adjusting post-balance sheet event for 31 December 2019 financial statements and the financial statements have accordingly been prepared on this basis.

 

 

37. COMPARATIVE FIGURES

The current financial year covers the twelve months year ended 31 December 2019 while the comparative figures cover the fifteen months period from 1 October 2017 to 31 December 2018. For the above reason, the financial statements for the current year are not comparable to the previous financial period.

 

 

               

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FR FLFERARIIVII