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MARA PROFESSIONAL COLLEGE AYER MOLEK

FINANCIAL STATEMENT ANALYSIS

OCTOBER – DECEMBER 2020

ACC 2642

DIA 6B

F&N AND SPRITZER

PREPARED BY:

NAME ID NO

MUHAMMAD NOOR FITRI BIN OMAR MDA19-01-002

MUHAMMAD AMIN NAQUIDDIN BIN AZMAN MDA19-01-011

SAIFUL NIZAM BIN SULAIMANAH MDA19-01-022

AMIRIN ABIDI BIN HAIRUL AZHAR MDA19-01-003

PREPARED FOR:
SURYANTI BINTI YAHAYA
 CONTENT

Number Contain Page

1. Acknowledgement 3

2. 1.0 Company Background 4 -5

3. 2.1. Bursa Malaysia 6

4. 2.2 Securities Commission (SC) 7

5. 3.1 Companies Act 2016 8-9

6. 3.2 Malaysia Code of Corporate Governance Act 2017 10 - 11

7. Appendix 12 – 13

Acknowledgement

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 First and foremost, praises and thanks to the God (Allah), the Almighty, for
His showers of blessings throughout our assignment to complete this
successfully.

We would like to express our deep and sincere gratitude to our lecturer, Puan
Suryanti binti Yahaya for giving us the opportunity to do this assignment and
providing invaluable guidance throughout this assignment. Her dynamism,
vision, sincerity, and motivation have deeply inspired us. She has taught us the
methodology to carry out the assignment and to present the assignment works
as clearly as possible. It was a great privilege and honour to work and study
under her guidance. We are extremely grateful for what she has offered us. We
would also like to thank her for her friendship, empathy, and great sense of
humour.

We are extremely grateful to our parents for their love, prayers, caring and
sacrifices for educating and preparing us for our future. We would like to say
thanks to our classmates and our batch mates. Finally, our thanks go to all the
people who have supported us to complete the assignment work directly or
indirectly.

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1.0 Company Background

The two companies that we choose to analyse in assignment 1,2 and 3 is

The Fraser and Neave Holding Berhad (F&N) and Spritzer Berhad, both
companies are in the Food and Beverage industry.

1.1 Fraser and Neave Holding Berhad

1.1.1 Function

Fraser and Neave Berhad also known as a F&N. Firstly, F&N is a produce
the carbonated soft drinks and within dairies line to such as sweetened
condensed and evaporated milk, as well as packaged milk and juice products.
But Fraser and Neave holding Berhad one of the most established companies

1.1.2 Responsibility .

Before that, F&N Founded in 1883 to produce carbonated soft drinks by John
Fraser and David Chalmers Neave. After that, F&N also one of the largest
beverages manufactures and distributors in the region with leading brands such
as 100PLUS, F&N Fun Flavours and F&N SEASONS. Deeply going into the
nation’s fabric. F&N beverages have been a part of almost every celebration
and occasion, creating enjoyment and treasured memories over the last
century.

1.1.3 Others

Lastly, their product is already exported to 75 countries across the globe and
their will continue to extend their brand to the entire world while focusing
intently on halal markets.

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1.2 Spritzer Berhad
1.2.1 Function

Spritzer Bhd. Firstly, everyone knows Spritzer as Malaysia’s best-selling

natural mineral water. Since the late 1980’s, Spritzer Group of Companies,
which consist of eight (08) subsidiaries, have been specialised in
manufacturing and distribution of natural mineral water, sparkling natural
mineral water, distilled drinking water, carbonated fruit flavoured drink, non-
carbonated fruit flavoured drink, functional drink, toothbrushes, preforms and
packaging bottles.

1.2.2 Responsibility

After That, they have a big lengths of natural mineral water sources at
Taiping, Perak and around 330-acre site of the land. Furthermore, they look
the water like guardians to keeping the water sources pure and clean so
they can protect from anything that could potentially pollute and damage
them.

1.2.3 Others

Lastly, manned by highly qualified professionals while equipped with

automated and advanced bottling technology, they can be rest assured that
every Spritzer product is exceptional of its class, which explains why Spritzer
has garnered many awards throughout the years

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2.0 Bursa Malaysia and Securities commission (SC)

2.1 Bursa Malaysia

2.1.1 Company Background
Bursa Malaysia is one of the stock exchanges of Malaysia. Bursa Malaysia is
the country’s stock exchange and operates as a platform which offers a range
of exchange-related products and services for companies, groups, and
governments to sell securities to the public. Bursa Malaysia is an exchange
holding company incorporated in 1976 and listed in 2005. One of the largest
bourses in ASEAN, Bursa Malaysia helps over 900 companies raise capital
across 50 economic activities. The range of products offered by Bursa Malaysia
include bonds, derivatives, equities, trading, settle, clearing and depository
services.

2.1.2 Function
 Ensuring that price information is effectively disseminated for securities
trading on the exchange and that trading is fair and orderly.
 The regulatory powers of the exchange are derived from rules and listing
criteria.
 It enforces regulations by imposing fines and reprimands, by monitoring
stock-brokering and listed companies, by authorizing listings and security
quotes, by restricting disclosures by listed companies, and by controlling
access to the market.

2.1.3 Responsibility
 Oversee the admission to the exchange membership
 responsibility of encouraging investor confidence by ensuring efficient, cost-
effective, fair and orderly market operations are carried out.

2.1.4 Listing Requirement

 Corporations seeking listing on the Main Market must allocate at least
12.5% of their enlarged issued and paid-up share capital to Bumiputera
investors.
 all corporations seeking listing must meet the 25% public spread
requirement under the Bursa Malaysia Listing Rules.

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  Corporations with Malaysian-based operations seeking listing on the Main
Market are required to allocate 50% of the public spread requirement to
Bumiputera investors at the point of listing. 

2.2 Securities Commission

2.2.1 Definition
Under the Securities Commission Act 1993 (SCA), the Securities
Commission Malaysia (SC) was established on 1 March 1993. SC is a
statutory body entrusted with the responsibility of regulating and
systematically developing the capital markets. There are self-funded
legislative body charged with the responsibility of overseeing and improving
the stock market of Malaysia.

2.2.2 Mission and Responsibilities

SC’s mission is “to promote and maintain fair, efficient, secure and
transparent securities and derivatives markets and facilitate the orderly
development of an innovative and competitive capital market”. The SC is
solely responsible for setting rules, implementing stock market laws,
maintaining sustainable growth and sustainability of the market, overseeing
the operations of the capital market and market structures, including
exchanges, clearing houses and registered market managers, and
controlling all companies and individuals licensed under the 2007 Capital
Markets and Services Act.

Their areas of responsibilities include:

i. Developing the overall capital market and its market segments. For
example, the equity market, Islamic capital market, fund management.
ii. Ensuring proper conduct of all market participants through their
supervisory, and enforcement work.
iii. Creating avenues for a sustainable financing ecosystem.

2.2.3 Functions

The SC have a lot of functions and it was stated in the Securities

Commission Act. Some of function are to encourage and promote self-
regulation in the financial market through specialist bodies or market
organizations. Besides, to register or identify all auditors of public interest
entities or schedule funds and to supervise any entity preparing a report with

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 regard to the financial details of public interest entities or schedule funds
with regard to the operations of the stock market. Moreover, to promote and
control the corporate governance and the approved accounting principles of
the public companies and defining and authorizing technical qualification
standards for the stock market.

3.0 Compliance and Statutory Requirement

3.1 Companies Act 2016

3.1.1 Fraser & Neave Holdings BHD

a) Based on Companies Act 2016, Annual general meetings of the company

shall be held once in every calendar year at such time and place as may be
determined by the Directors but so that the annual general meeting shall be
held within 6 months of the company’s financial year end and not more than
15 months after the last preceding annual general meeting.

Its mean to have an Annual general meeting, it is must after 6 months of the
company’s ended financial year and must before 15 months of the ended
financial year. According to Section 340, it is stated that only a public
company is required to hold an annual general meeting. And all other general
meetings other than annual general meeting must be called as extraordinary
general meeting.

b) Section 235(1) of Companies Act 2016 stated that a company must have at
least one company secretary and may be more than one company secretary
and must be a citizen or a permanent resident of Malaysia.

The Secretary of the Company shall, in accordance with the Act, be

appointed by the Directors for such term or terms at such remuneration and
upon such conditions as they may think fit and according to Section 239, any
secretary that is appointed may be removed by the director, but without
prejudice to any claim he or they may have for damages for any breach of
contract of service against the Company. That mean, the director has the
authority to appoint the secretary and the appointment must fulfil the
requirement such as the secretary must be a resident of Malaysia and the
director also can remove the secretary if they have to do so. But if the

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 secretary entered a contract, they may also on their own resign at any time by
submit the resignation letter to the board

3.1.2 Spritzer Berhad

a) According to Sections 75 and 76 of the Companies Act 2016 of the authority to

issue shares, the Directors be and are hereby empowered to issue shares of
the Company, from time to time, upon such terms and conditions, for such
purposes and to such persons whomsoever as the Directors may, in their
absolute discretion, deem fit, provided that the aggregate number of shares
issued does not exceed ten per cent (10%) of the total number of issued shares
of the Company for the time being, and that such authority shall continue to be
in force until the conclusion of the next AGM of the Company.

So, in this company the director has an authority to issue shares of the
company but must not exceed 10% of total number of issue shares of the
company and to be force until the next annual general meeting. In this
companies act, there are also an exception to the principle. One of it is the
director may allot shares or grant rights under an offer to existing members in
proportion to the member’s shareholding.

b) A member of the Company that entitled to attend and vote at this meeting is
entitled to appoint not more than 2 proxies to attend and vote on his behalf and
a proxy may but need not be a member of the Company.

According to Companies Act 2016 in appointment of proxy that stated a

member that need not attend the company meeting in person, they can appoint
another person to attend the meeting on their behalf. The person may speak,
vote, and participate on the member’s behalf at the meeting. That person that is
act on behalf of the company’s member is called as proxy. Even though in the
company stated that can appoint not more than 2 proxy, but in the Companies
Act 2016, there is no specific number of proxy that can be appoint so the
member can appoint more than 2 if they want to.

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3.2 Malaysia Code of Corporate Governance Act 2017

Disclosure on Malaysian Code on Corporate Governance

Disclosures in this section are pursuant to Paragraph 15.25 of Bursa Malaysia Listing
Requirements.

3.2.1 Fraser and Neave Holding Bhd.

a) The board should set the company’s strategic aims, ensure that the
necessary resources are in place for the company to meet its objectives and
review management performance. The board should set the company’s
values and standards and ensure that its obligations to its shareholders and
other stakeholders are understood and met.

Every company is headed by a board, which assumes responsibility for the

company’s leadership and is collectively responsible for meeting the
objectives and goals of the company. The objectives and goals will be their
benchmark of what they got to achieve.

b) The board has a board charter which is periodically reviewed and

published on the company’s website. The board charter clearly identifies the
respective roles and responsibilities of the board, board committees,
individual directors, and management; and issues and decisions reserved
for the board.

There is clarity in the authority of the board, its committees, and individual
directors. So that, any related parties or person can know what the
responsibility of each person in the company is since it is published on the
company’s website. The company’s top management will be transparent to
the public of who they are.

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c) Notice for an Annual General Meeting should be given to the shareholders
at least 28 days prior to the meeting.

Shareholders able to participate, engage the board and senior management

effectively and make informed voting decisions at General Meetings. All the
directors attended General Meeting as they already informed by the notice
not short from 28 days before the meeting will be held.

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3.2.2 Spritzer Berhad
a) The board establishes a Code of Conduct and Ethics for the company, and
together with management implements its policies and procedures, which
include managing conflicts of interest, preventing the abuse of power,
corruption, insider trading and money laundering. The Code of Conduct and
Ethics is published on the company’s website.

The board is committed to promoting good business conduct and maintaining

a healthy corporate culture that engenders integrity, transparency, and
fairness. The board, management, employees, and other stakeholders are
clear on what is considered acceptable behaviour and practice in the
company.

b) Appointment of board and senior management are based on objective criteria,

merit and with due regard for diversity in skills, experience, age, cultural
background, and gender.

Board decisions are made objectively in the best interests of the company
considering diverse perspectives and insights and all the person appointed
are qualified based on their qualifications. Those personnel are authoritative
for their respective positions.

c) The Audit Committee should ensure that the internal audit function is effective
and able to function independently.

Companies have an effective governance, risk management and internal

control framework and stakeholders can assess the effectiveness of such a
framework. Simultaneously, the effectiveness of the internal control should not
be the thing to be questioned by the stakeholders and upcoming potential
investors.

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Appendices

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