Qualified Opinion on the Audited Financial Statements for the financial year ended 31 December 2014

IRE-TEX CORPORATION BERHAD

Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-07052015-00003
Subject Qualified Opinion on the Audited Financial Statements for the financial year ended 31 December 2014
Description
Qualified Opinion on the Audited Financial Statements for the financial year ended 31 December 2014
Query Letter Contents

We refer to your Company’s announcement dated 5 May 2015, in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1) Full details of the transactions or agreements as stated under the “Basis for Qualified Opinion” and “Emphasis of Matter”.
2) Steps or proposed steps to be taken by the Board of Directors of Ire-Tex Corporation Berhad to address the issues raised by the external auditor.
3) Whether there is any financial, legal or operational impact to the Group arising from the aforesaid transaction / agreements.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully,
HENG TECK HENG
Vice President, Issuers,
Listing Division, Regulation
IJ/TEK

Cc : Market Surveillance Dept. , Securities Commission (via fax)

Further to the Company’s announcement on 5 May 2015 and Bursa Malaysia Securities Berhad’s query on 7 May 2015, Ire-Tex Corporation Berhad (the “Company” or “ITCB”) wishes to provide the following additional information:

 

1)   Full details of the transactions or agreements as stated under the “Basis for Qualified Opinion” and “Emphasis of Matter”.

 

1.1     The transactions referred to in the “Basis for Qualified Opinion” in the Independent Auditors’ Report on the audited financial statements of ITCB for the financial year ended 31 December 2014 (“Auditors’ Report”) were in respect of recurrent related party transactions entered into by a wholly owned subsidiary company, Zoomic Automation (M) Sdn Bhd (“ZASB”) and two related parties, Zestek Integration Sdn Bhd (“ZI”) and FSP Business Link Sdn Bhd (“FSP”), and the impairment of the trade receivables due from these two parties arising from the sales and advances made to the parties. Details and further explanations relating to these transactions have been announced by ITCB on 29 April 2015, 6 May 2015 and 8 May 2015.

 

 

1.2     In the Auditors’ Report, the Auditors highlighted the following two matters under “Emphasis of Matter”:

 

  1. Agreement between ZASB with a supplier Future Rank Sdn. Bhd. (“FR”) for the purchase of machinery amounting to RM16.5 million; and
  2. Agreement between ITCB with a supplier Midstream Resources Sdn. Bhd. (“MR”) for the implementation of a Lean Manufacturing Program amounting to RM2.0 million.

 

Agreement with FR

1.3     On 3.6.2014 ZASB entered into an agreement with FR (“FR Agreement”) for the supply, installation and maintenance of the following plant and equipment:

a)      Fully automated wooden pallet nailing system (RM4m)

Wooden pallet vision inspection scanning system

Automated stacker system

b)      Automated conveyor system (RM3.5m)

c)      Laminating and folding machine (RM4m)

d)      Flat-bed corrugated carton sheet cutting system (RM 1.25m x 4 = RM5m)

 

1.4     The FR Agreement provided for the payment of a refundable deposit of RM12m immediately upon confirmation of the purchase order with the balance of RM4.5m payable within 30 days of the delivery and installation of the plant and equipment and production qualification certified by ZASB or its production engineer. ITCB has made payments totalling RM12m to FR.

 

1.5     On 15.9.2014, FR issued to ITCB a payment in respect of a refund of RM5m due to the cancellation of the flat-bed corrugated carton sheet cutting system.

 

1.6     On 9.1.2015, FR indicated that it was agreeable to cancel the purchase order for machinery and equipment under the FR Agreement and to assign the RM11.5m paid contract sum, less a cancellation penalty (5% x RM16.5m = RM825.000), to its sub-contractor, Sanjung AMS Sdn. Bhd (“AMS”).

1.7     On 5.2.2015, an agreement (the "AMS Agreement") was entered into between ITCB, FR and AMS for the upgrading of the following plant and equipment:

a)    Gluing machine replacement

b)  Printing machine line

c)  Line forming machine

d)  Die cutting machine reconditioning

 

1.8     The AMS Agreement provided for a total consideration of RM15,986,900, of which RM10.675m was to be paid by assignment by FR and RM5,311,900 to be paid in cash by ITCB. Of the cash portion, RM1.5m would be paid upon execution and RM3,811,900 upon delivery and installation of the plant and equipment and production qualification certification by ITCB or its production engineer.

 

1.9     On 6.2.2015, an assignment agreement (the "Assignment Agreement") was entered into between FR, AMS and ZASB for the assignment of progress payments of RM10.675m from FR to AMS.

 

Agreement with MR

1.10   On 6.6.2014 ITCB entered into an agreement with MR (the “MR Agreement”) for the provision of a technical consultancy for the implementation of a Lean Manufacturing Program ("LMP") in order to improve ITCB's operational efficiency and effectiveness. The MR Agreement provided for a RM1.5m advance payment within 30 days followed by a final payment of RM500,000 at the end of two years. RM1.5m had been paid to MR for the LMP pursuant to the MR Agreement of which RM500,000 had been expensed out in the financial statements for 2014.

 

 

2)   Steps or proposed steps to be taken by the Board of Directors of Ire-Tex Corporation Berhad to address the issues raised by the external auditor.

 

2.1 The Board of ITCB will take action to recover the difference between the warranted profit after tax (“PAT”) of ZASB and Zoomic Technology (M) Sdn Bhd (“ZTSB”) and their actual results from the vendors of ZASB and ZTSB (“Vendors”) in accordance with the terms of the profit guarantee given by the Vendors in the Sale and Purchase Agreement between the Vendors and ITCB. The amount to be recovered is RM8,815,113 out of which RM2,500,000 has been received on 27 April 2015.

 

2.2  The Board of Directors had been advised by legal counsel to conduct a detailed investigation into the transactions highlighted under “Emphasis of Matter” in the Auditors Report. The Board is taking the necessary steps in this direction and an announcement will be made in due course.

 

 

3)   Whether there is any financial, legal or operational impact to the Group arising from the aforesaid transaction / agreements.

 

Financial Impact

3.1  There is no financial impact expected from transactions with ZI and FSP in 2015.

 

 

3.2 The Financial impact arising from transactions highlighted under “Emphasis of Matter” in the Auditors’ Report are as follows:-

 

i)    Agreement for the upgrading of plant and equipment

In the event that the new supplier is unable to fulfil its performance obligations under the upgrading of plant and equipment agreement and the company is unable to recover back the refund of the payment made to the initial supplier amounting to RM10.675m, ITCB Group will be subject to a financial impact of RM10.675m for the impairment of advance payment made to the initial supplier.

 

ii)    Agreement for the implementation of a Lean Manufacturing program

In the event that the supplier is unable to complete its performance obligations under the implementation of Lean Manufacturing Program agreement and the company is unable to recover back the refund of the advance payment made to the supplier amounting to RM1.0 million, ITCB Group will subject to a financial impact of RM1.0m for the impairment of advance payment made to the supplier.

 

 

 Legal Impact

3.3  The Company’s legal adviser has advised the Board of Directors to set up an Independent Investigation Committee to carry out a full investigation on transactions highlighted under Emphasis of Matter in the Auditors’ Report.                                                                                                                                                                             

 

 

Operational Impact

3.4  The upgrading of plant and equipment was intended to enhance the operational capacity of ITCB Group. Should the new supplier be unable to fulfil its performance obligations under the agreement, the intended objective of ITCB Group may not be achieved.

 

3.5  The technical consultancy for the implementation of the Lean Manufacturing Program was to improve ITCB Group's operational efficiency and effectiveness. Should the consultant be unable to complete its performance obligations under the implementation of Lean Manufacturing Program, ITCB Group may not be able to achieve its objective to improve its operational efficiency and effectiveness.





Announcement Info

Company Name IRE-TEX CORPORATION BERHAD
Stock Name IRETEX
Date Announced 11 May 2015
Category General Announcement for PLC
Reference Number GA1-11052015-00103