Bursa reprimands Seacera for violating disclosure rule
PETALING JAYA: Seacera Group Bhd, a tile manufacturer and property company, has been publicly reprimanded by Bursa Malaysia for the violation of a disclosure rule when reporting one of its quarterly financial results.
The equity market regulator said yesterday the public reprimand against Seacera was in respect of the company’s fourth quarter (Q4) report for the financial year ended Dec 31, 2016. The report, which was announced on Feb 28 last year, was found to have contravened paragraph 9.16(1)(a) of the Bursa Malaysia Securities Main Market Listing Requirements (Main LR).
“Seacera had failed to ensure that the Q4’16 report took into account the adjustments announced on May 17, 2017,” the company said in its filings with Bursa Malaysia.
“The public reprimand was imposed pursuant to paragraph 16.19(1) of the Main LR after taking into consideration all facts and circumstances of the matter, including the materiality of the breach and upon completion of due process,” it added.
In February last year, Seacera reported an unaudited profit attributable to the owners of the company of RM4.51mil for Q4’16. This compared with RM6.1mil in the audited financial statements for Q4’16 announced on April 28, 2017.
The difference of RM1.6mil represented a variance of 35%.
The adjustments were mainly in respect of the non-allocation of a loss of a subsidiary to the non-controlling interest, and the company had acknowledged that the adjustments should have been made in the Q4’16 report.
Under the Main LR, paragraph 9.16(1)(a) states that a listed issuer must ensure that each announcement made is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.
Meanwhile, Seacera was also required to review and ensure the adequacy and effectiveness of its financial reporting function and carry out a limited review on its quarterly report submissions.
“The limited review must be performed by the company’s external auditors for four quarterly reports commencing not later than the quarterly report for the financial period ending June 30, 2018,” the company said.
“In addition, Seacera must ensure all its directors and relevant personnel attend a training programme in relation to compliance with the Main LR pertaining to financial statements,” it added.
While Bursa Malaysia had not found any of Seacera’s directors having caused or permitted the breach by the company, Bursa Malaysia stressed that it was the duty of the directors to maintain appropriate standards of responsibility and accountability in ensuring compliance of the Main LR.
Seacera’s directors at the material time were Datuk Mansor Masikon, Zulkarnin Ariffin, Norhanum Nordin and Tuan Halim@ AB Halim Ismail.
Bursa Malaysia said it viewed the contravention seriously, as the timely and accurate submission of financial statements to enable investors to make informed investment decisions was one of the fundamental obligations of companies.
Separately, Seacera also said yesterday that it had aborted its plan to acquire a controlling stake in construction company Teras Sari Resources Sdn Bhd.
In its filings with Bursa Malaysia, the firm said the group and the vendors - LT Century Development Sdn Bhd and LTC Holdings Sdn Bhd – had mutually agreed to terminate the share sale agreement to acquire a 70% stake, or 7.74 million shares, in Teras Sari for RM35mil.
No explanation was given on the reason for the termination of the proposed acquisition.
Seacera in February had announced its plan to acquire a 70% stake in Teras Sari from LT Century and LTC as part of a move to expand its construction business.
Teras Sari then had just won a RM338.14mil job to upgrade the federal road from Bandar Pekan to Kampung Sungai Miang in Pekan, Pahang.
A month later, Seacera announced that the proposed acquisition would be fully satisfied via the issuance of 35 million Seacera shares at an issue price of RM1.