Ajinamoto Annual Report 2022 Real
Ajinamoto Annual Report 2022 Real
11 Director's Profile
CONTENT 32
Statement of Directors’ Responsibility in Relation to
the Financial Statements
40 Statistics of Shareholdings
42 Financial Highlights
43 Financial Statements
99 List of Properties
CORPORATE
INFORMATION
04 10 05 11
09 07
02 08 01 03 06
DIRECTORS
01 Tan Sri Dato’ 04 Shunsuke Sasaki 08 Norani Binti Sulaiman
(Dr.) Teo Chiang Liang (Chief Finance Officer)
(Chairman) 09 Noriko Fujimoto
05 Dominic Aw Kian-Wee
02 Koay Kah Ee 10 Takahiro Sato
06 Kamarudin bin Rasid
03 Tomoharu Abe 11 Cheong Heng Choy
(Managing Director 07 Azhan bin Mohamed
/ Chief Executive
Officer)
02
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE
INFORMATION
(cont’d.)
KPMG PLT
SECRETARIES
REGISTERED OFFICE
03
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
Our Business
Ajinomoto (Malaysia) Berhad (“the Company”) was established in 1961 as distributor of AJI-NO-MOTO® monosodium
glutamate (“MSG”) for Ajinomoto Co., Inc., Japan. In 1965, the Company commenced production of MSG at its
current factory under the AJI-NO-MOTO® brand.
The Company is one of the very first Japanese companies to be set up in Malaysia and has since established itself as
a responsible and reputable food manufacturer and distributor for a variety of food seasoning products that is trusted
by consumers for decades.
In 1965, the Company was recognised and approved as a Halal Food Manufacturer by the Department of Islamic
Development Malaysia (JAKIM) and has since maintained this certification. On 23rd November 2021 the Company
was awarded “The Best Malaysian Halal Certificate Holder” Award under the Large Industry Category by JAKIM at
the National Halal Conference 2021.
The Company will be relocating to its state-of-the-art new factory in Taman Enstek Halal Hub in Negeri Sembilan by
the end of this year.
• Establishment of Production
2 (seasonings and food
Commencement of • Launch of “PAL SWEET” production line) factory
Establishment “AJI-NO-MOTO” Launch of “AJI-EKI” Inauguration of Sweetener • Launch of “AJIMATE” Taste Launch of
of Ajinomoto plant operation (Hydrolysed Effluent Treatment • Launch of Hydrolysed Enhancing Seasoning “SERI-AJI” Menu
(Malaya) Awarded HALAL Vegetable Protein Management Vegetable Protein (HVP) • Awarded “AJI-NO-MOTO” Specific Launch of “Slim
Co., Ltd Certification Liquid) (SALAM) Powder Product Certification Seasoning Up” Sweetener
2021 2020 2019 2017 2014 2012 2011 2010 2008 2006 2005 2004
• Launch of Seri-Aji® • Launch • Launch Hydrolysed Establishment Establishment 50th Launch of Awarded Awarded • Launch of Awarded
Fritter Seasoned "aminoVITAL" "Rasa Sifu" Vegetable of ASEAN of Chicken Anniversary “Ajinomoto OSHAS 18001 ISO 14001 “VONO” HACCP
Flour Jellly Flavoured All in One Protein (HVP) Application Meat of Ajinomoto Brand” Certification Certification Instant Soup Certification
• Launch of Seri-Aji® Drink with Seasoning process Centre Powder Plant (Malaysia) Chicken Stock • Launch of
Banana Fritter Flour Amino Acids improvement Berhad “ACTIVA” TG
Series
04
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
Our Policy
The Company is fully committed to continue to be a global customer-centric halal food manufacturing company and
uphold Ajinomoto Group’s pursuit of wellness and healthy living for the global community so that all can “Eat Well,
Live Well”. It is the Company’s policy to consistently develop and distribute high quality and safe food products that
meet consumers’ needs and satisfaction, and at the same time ensure compliance with international and local laws
and regulations for food manufacturing. As an exemplary corporate citizen and responsible employer, the Company
remains steadfast in conserving the environment, an integral component of the business ecosystem, and is committed to
providing a safe and healthy working environment for all its employees. In creating sustainable value for our shareholders
and other stakeholders, the Company’s business decisions will therefore be guided by Profits, People and Planet (3 Ps).
CERTIFIED TO MS1500:2019 CERTIFIED TO ISO 9001:2015 CERTIFIED TO ISO 14001:2015 CERTIFIED TO ISO 45001:2018 CERTIFIED TO MS 1480:2019
REF. NO.: 1092-02/2004 CERT. NO.: QMS 00504 CERT. NO.: EMS 00368 CERT. NO.: OHS 00302 CERT. NO.: 53-A4-01757
Malaysian Standard on Halal Food Quality Management Systems Environmental Management Systems Occupational Health And Safety Food Safety according to Hazard
General Requirements (“QMS”) (“EMS”) Management Systems Analysis and Critical Control Points
(“OHS”) System
(“HACCP”)
Product Range
Consumer Products
In the past 60 years, the Company has continually develop and launch new products to meet consumer needs and
expectations. Our current range of Umami seasoning and food products, besides MSG, includes chicken stock, all-in-
one seasoning, menu seasoning, pepper, sweetener and flavoured drink with amino acids. The Company continues to
engage with consumers through popular social media platforms and monitor emerging trends and needs for a sustainable
future. Recent engagement through social media includes the placement of “Hi Ajinomoto MY” page on both Facebook
and Instagram and the Company’s interactive and educational live streaming programme in order to touch base with
Malaysian families and communities.
The Company manufactures a wide range of taste and flavour enhancing products as well as binders and texture
improvers for the food manufacturing and food industries, which are marketed under the names TENCHO and ACTIVA®.
These products are widely used in various processed food such as instant noodles, soups, snacks, sauces, dairy products,
processed meat and seafood.
TG-SR-MH TG-BW-MH
1kg 1kg
Storage Method : Avoid high temperatures, high humidity and direct sunlight. Storage Method : Avoid high temperatures, high humidity and direct sunlight.
Cautions: * Avoid direct contact with eyes or skin through splashing. Cautions: * Avoid direct contact with eyes or skin through splashing.
* Where necessary, wear such protective items as impermeable * Where necessary, wear such protective items as impermeable
gloves, a dustproof mask and dustproof spectacles. gloves, a dustproof mask and dustproof spectacles.
* Inhalation or contact with the body may trigger an allergic * Inhalation or contact with the body may trigger an allergic
reaction or asthma attack. reaction or asthma attack.
* If contact with eyes or skin results in an abnormal sensation, * If contact with eyes or skin results in an abnormal sensation,
wash away with water. wash away with water.
* If the symptoms are acute, see a doctor. * If the symptoms are acute, see a doctor.
* Product is unstable against oxygen and high temperatures, * Product is unstable against oxygen and high temperatures,
► Packet contain Oxygen Absorber to preserve quality. ► Packet contain Oxygen Absorber to preserve quality.
► Please ensure to open the top (red line) and not the bottom, ► Please ensure to open the top (red line) and not the bottom,
otherwise the Oxygen Absorber will fall out. otherwise the Oxygen Absorber will fall out.
► Once the bag is opened, use all otherwise tightly seal and ► Once the bag is opened, use all otherwise tightly seal and
store in low temperature. store in low temperature.
05
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
South Korea
China Japan
Jordan Kuwait
Qatar Hong
Bahrain Kong Taiwan
United
Saudi Arabia Myanmar
Guatemala Arab India
Vietnam
Yemen Oman Thailand Phillippines
Nigeria Cambodia
Ghana Sri Lanka Brunei
Colombia Singapore
Maldives
Peru Brazil Indonesia
Mauritius
Australia New Zealand
South Africa
OVERSEAS MARKET
Countries where we export our products to
06
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
Financial Results
Snapshot
NET EARNINGS
SALES PER SHARE
RM 484.7MIL 27.95SEN
PROFIT RETURN
BEFORE TAX ON EQUITY
RM 24.3MIL 3.36%
ORDINARY
DIVIDENDS
TOTAL
PER SHARE
ASSETS (DECLARED)
RM 731.0MIL 8.50SEN
NET SALES BY Malaysia
NET SALES
GEOGRAPHICAL RM279.8 BY BUSINESS
(RM MILLION)
AREA Other Asian Consumer
(RM MILLION) Countries Business
RM117.5 RM347.1
Middle East
RM79.9
Industrial
Business
Others RM137.6
RM7.5
07
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
08
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
The Company, as a reputable food manufacturer, makes extensive efforts to ensure food safety. However, we
accept that there may be unforeseen issues affecting food safety which are beyond the Company’s control and
may have an adverse impact on the Company’s business results.
As the Company conducts business locally and on a global basis, it endeavors to comply with the laws, rules and
regulations of Malaysia and the countries that the Company exports its products to and purchases its raw materials
from. There is possibility of risks arising from unforeseen legal changes. Complying with any such changes may restrict
the Company’s operations and could have an impact on business results.
Outlook
The Company navigated through the second challenging year of the Covid-19 pandemic with much success. It remained
focused on protecting the business, shareholders’, stakeholders’ and consumers’ interests. Coupled with the pandemic
is the escalation of geopolitical tensions which impacted on the market for goods and services. However, the uplifting
of restrictions implemented during the pandemic in Malaysia and the re-opening of international borders is expected to
underpin the recovery of Malaysia and global economic activities which are positive signs for the Company.
Since the declaration of the Covid-19 pandemic, the Company has implemented strict operating procedures and
standards, which are aligned with Government mandates, to ensure a safe and healthy working environment for all its
employees. At the same time, the Company enforced strict hygiene practices, health monitoring with bi-weekly swab
test screening and provided personal protective gear and hand sanitisers at the work place. Following the launch of
Malaysia’s COVID-19 Immunisation Programme in March 2021, the Company actively supported the Programme and
advocated protection from the virus through vaccination, resulting in 100% fully vaccinated employees. This helped to
ensure the uninterrupted operations and delivery of our products and services that fulfill the needs and expectations of
consumers and customers.
With our deep-rooted successful presence in Malaysia for over six decades, the Company has established AJI-NO-MOTO®
UMAMI seasoning and a range of seasoning products as trusted household brands for the daily preparation and cooking
of healthy food for the family, and community. The Company continues to strengthen the Corporate Message of “Eat
Well, Live Well” with AJI-NO-MOTO® by contributing solutions to dietary issues in Malaysia through multiple Ajinomoto
Well-Being Projects for a delicious reduced-salt diet with Umami via, for example, the launch of “Less Salt, UMAMI it”
Campaign. The Company also continued as the main sponsor for the yearly Nutrition Month Malaysia virtual fair that
promotes healthy dietary and active living among Malaysian Society. The Company also promoted the sales of other
seasoning products such as TUMIX®, SERI-AJI®, AJI-SHIO® and RASA SIFU™ by strengthening its distribution coverage and
increased communication and awareness campaigns using digital social media and e-commerce platforms.
As a responsible corporate citizen, the Company continued to engage in social activities and charity projects under
The Ajinomoto Group Creating Shared Value (ASV) initiative to help elderly and children’s homes that face hard times
caused by the COVID-19 pandemic. It is an initiative to promote better health and the well-being of the needy and
underprivileged sector of the community. The Company presented cash as well as AJI-NO-MOTO® and other seasoning
products to Persatuan Rainbow Bridge Malaysia which were channeled to 23 homes in the Klang Valley through Rainbow
Bridge’s food bank. To further support the ASV initiative and promote community spirit, the Company launched a
voluntary donation drive to collect food and daily supplies for flood victims which was distributed by Uncle Kentang
Malaysia Charity Organisation (NGO). The Company also donated groceries to over 400 families under the Perumahan
Rakyat (“PPR”) and Perumahan Awam (“PA”) initiatives for the Klang Valley via Yayasan Food Bank Malaysia (“YFBM”) as
well as sahur meal sponsorship for orphanages.
The Company was one of the main sponsors of the “Malaysia-Japan All-Stars Football Charity Match”, between the
Malaysia-Japan All-Stars and the Malaysia Deaf Tigers. The event was launched by the Minister of Youth & Sports on 11th
December 2021 to raise funds for the Malaysian Sports Association for the Deaf (MSDEAF) and for the training of “Malaysia
Deaf Tigers" football players for both domestic and international competitions. This charity match successfully achieved
the fundraising target of RM300,000.
09
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MANAGEMENT
DISCUSSION & ANALYSIS
(cont’d.)
Backed by the successful track records of Ajinomoto Co., Inc., Japan in Amino Science, the Company undertook to
support Malaysian sports players to excel in domestic as well as international competitions through aminoVITAL® sports
jelly drink. In addition, the Company launched the ‘Winning Meals' Kachimeshi® sports nutrition programme under ASEAN
Victory Project® student athletes for outstanding sports performance. This programme stressed the importance of a
well-balanced diet with aminoVITAL® sports jelly drink to support muscle endurance and recovery. The aim of these
programmes is to support Malaysian national sportsmen and sportswomen in their efforts to win competitions as well as
preparing individuals for their sporting activities.
For the Industrial Business segment, the Company will continue to leverage on specialty technologies from our parent
company to be one of the “solution-providing group of companies for food and health issues” and expand the sales
of our TENCHO and ACTIVA® products to both the food manufacturing and food service industries. The Company
engaged in initiatives to help resolve customers’ food and health issues by conducting proposals on sodium reduction,
sugar reduction, plant based protein integrated deliciousness solution, clean label requirements and improvement in
maintaining food freshness solution in order to reduce food waste.
In support of efforts to green and protect the environment, the Company conducted a Tree Planting Event on 6th
April 2021 in conjunction with ‘Earth Day Celebration’ at our soon to be opened new factory in Taman Enstek, Negeri
Sembilan. We planted 1,500 trees in a 20,000 square meter area, of which 10% of the area was planted with herb plants
such as citrus, pandan, and piper as well as Malaysia’s national flower, hibiscus. The Company further strengthened its
sustainability initiatives through the establishment of a Sustainability Committee and internal task forces emphasising
operational efficiency and minimising waste through reduction of Carbon Dioxide (“CO2”) emissions and Food Loss. In
its efforts to achieve its goal of zero plastic waste by 2030 the Company introduced the use of mono-material plastic
to replace poly-material plastic for packaging of AJI-NO-MOTO® Umami Seasoning products, hence reducing the use
of plastic packaging materials. The mono-material packaging is made from materials that are environmentally-friendly
comprising 90% of polypropylene (PP). In addition, a ‘Recycling’ logo is displayed at the back of the new mono-material
packaging to encourage consumers to recycle the package after use. The Company has been continually enhancing
its manufacturing processes, reducing unwanted by-products, developing innovative methods to recycle the organic by-
products and utilising more environmentally friendly alternative fuel sources. At the Company’s new factory, solar panels
have been incorporated to facilitate renewable energy generation and rain water harvesting for general cleaning. All
these initiatives are part of The Ajinomoto Group Creating Shared Value (ASV), promotion of global sustainability and
protection of the environment for our future generation.
Ajinomoto (Malaysia) Berhad has positioned The Ajinomoto Group Creating Shared Value (ASV) and its message of “Eat
Well, Live Well” at the core of its decision making process, guided by the Group’s Vision and Mission.
10
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
11
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
(cont’d.)
He has no conflict of interest with the Company or any family relationship with any
other Director or shareholder of the Company. He has neither been convicted
for any offences within the past five (5) years other than for traffic offences, if
KOAY KAH EE any, nor received any public sanction or penalty imposed by regulatory bodies
Independent Non-Executive Director during the financial year.
63, Malaysian, Male
Mr. Abe graduated from Tohoku University with a Bachelor Degree in Arts &
Letters in March 1992.
He joined Ajinomoto Co., Inc., Japan in 1992 and began his career with the
Tokyo Branch and has held various positions in Japan and overseas within the
Ajinomoto Group of Companies.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship
with any other Director or shareholder of the Company. He has also neither
been convicted for any offences within the past five (5) years other than for
traffic offences, if any, nor received any public sanction or penalty imposed
by regulatory bodies during the financial year.
TOMOHARU ABE
Managing Director,
Chief Executive Officer
54, Japanese, Male
12
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
(cont’d.)
Mr. Sasaki was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 July
2019. He attended all five (5) Board meetings held in the financial year. He is not
a member of any Board Committee.
He joined Ajinomoto Co., Inc., Japan in 2000 and began his career with the Tokyo
Branch and has held various positions in Japan within the Ajinomoto Group of
Companies, with almost 15 years in the areas of finance, treasury, accounting
and tax.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship with
any other Director or shareholder of the Company. He has also neither been
convicted for any offences within the past five (5) years other than for traffic
offences, if any, nor received any public sanction or penalty imposed by
regulatory bodies during the financial year.
SHUNSUKE SASAKI
Executive Director,
Chief Finance Officer
44, Japanese, Male
Mr. Aw holds a Bachelor of Law (Hons) degree from the University of Hull,
North Humberside, England and a Barrister-at-Law (Middle Temple) from the
University of Westminster, London, England.
He was a partner of Mazlan & Associates from 2003 to 2015 and has over 19
years of working experience as an advocate and solicitor.
DOMINIC AW KIAN-WEE
Independent Non-Executive Director
51, Malaysian, Male
13
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
(cont’d.)
En. Kamarudin graduated from University Putra Malaysia with a Degree in Food
Science and Technology in 1986.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship with
any other Director or shareholder of the Company. He has also neither been
convicted for any offences within the past five (5) years other than for traffic
offences, if any, nor received any public sanction or penalty imposed by
regulatory bodies during the financial year.
En. Azhan graduated from University Putra Malaysia with a Bachelor of Food
Science and Technology in 1990.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship
with any other Director or shareholder of the Company. He has also neither
been convicted for any offences within the past five (5) years other than for
traffic offences, if any, nor received any public sanction or penalty imposed
by regulatory bodies during the financial year.
14
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
(cont’d.)
Puan Norani Binti Sulaiman was appointed to the Board of Ajinomoto (Malaysia)
Berhad on 1 July 2020. She attended all five (5) Board meetings held in the
financial year. She is also a member of the Audit Committee, Nomination
Committee and Remuneration Committee.
She does not hold directorship in any other public company and listed issuer.
She has no conflict of interest with the Company or any family relationship
with any other Director or shareholder of the Company. She has also neither
been convicted for any offences within the past five (5) years other than for
traffic offences, if any, nor received any public sanction or penalty imposed by
regulatory bodies during the financial year.
She joined Ajinomoto Co., Inc., Japan in 1994 and began her career with
the Sales Group for Food Service in the Fukuoka branch and has held various
positions in Japan within the Ajinomoto Group of Companies.
She does not hold directorships in any other public company and listed issuer.
She has no conflict of interest with the Company or any family relationship
with any other Director or shareholder of the Company. She has also neither
been convicted for any offences within the past five (5) years other than for
traffic offences, if any, nor received any public sanction or penalty imposed
by regulatory bodies during the financial year.
NORIKO FUJIMOTO
Executive Director
50, Japanese, Female
15
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTOR’S
PROFILE
(cont’d.)
Mr. Sato was appointed to the Board of Ajinomoto (Malaysia) Berhad on 1 July
2021. He attended all three (3) Board meetings held since his appointment to the
Board. He is not a member of any Board Committee.
Mr. Sato graduated from Sophia University with a Master Degree in Mechanical
Engineering in March 1997.
He joined Ajinomoto Co., Inc., Japan in 1997 and began his career with the
Technology and Engineering Laboratories and has held various positions in
Japan and overseas within the Ajinomoto Group of Companies.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship with
any other Director or shareholder of the Company. He has also neither been
convicted for any offences within the past five (5) years other than for traffic
offences, if any, nor received any public sanction or penalty imposed by
regulatory bodies during the financial year.
TAKAHIRO SATO
Executive Director
49, Japanese, Male
He began his career with one of the big four accounting practice and
moved on to the banking and finance sectors and held various key positions
in the banking industry, serving as the Chief Internal Auditor of three major
public listed financial institutions. He had also served as the Chief Financial
Officer of a major public listed banking group and involved in the setting
up of the Integrated Risk Management Division and had overseen Remedial
Management for a major bank.
He does not hold directorships in any other public company and listed issuer.
He has no conflict of interest with the Company or any family relationship
CHEONG HENG CHOY with any other Director or shareholder of the Company. He has also neither
Independent Non-Executive Director been convicted for any offences within the past five (5) years other than for
64, Malaysian, Male traffic offences, if any, nor received any public sanction or penalty imposed
by regulatory bodies during the financial year.
16
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
The Board of Directors of the Company (“the Board”) recognises the importance of maintaining high standards of
corporate governance within the Company as this would serve to protect shareholders’ value while at the same time
preserving the interests of the Company’s other stakeholders. The Board understands that this is not just through achieving
the desired financial performance but also through being ethical and sustainable.
The Board is committed to its policy of managing the affairs of the Company with transparency, accountability and
integrity by ensuring that a sound framework of best corporate governance practices is in place and thus discharging its
responsibility towards protecting and enhancing long-term shareholders’ value and investors’ interest.
In establishing the Company’s Corporate Governance framework, the Board takes cognizance of the Malaysian Code on
Corporate Governance (“MCCG”) that was revised on 28 April 2021. An overview statement on the corporate governance
practices of the Company for the financial year ended 31 March 2022 is appended below. The comprehensive Corporate
Governance Report is published on the Company’s website at www.ajinomoto.com.my.
1.1 The Board is responsible for the leadership and long-term success of the Company and the delivery of sustainable
value to its stakeholders. In discharging its fiduciary duties and leadership functions, the Board is guided by the
Board Charter, which outlines the duties and responsibilities of the Board, matters reserved for the Board as well as
those which the Board may delegate to the Board Committees, Managing Director (“MD”)/Chief Executive Officer
(“CEO”) and Management.
The Board has reserved a formal schedule of matters for its decision making to ensure that direction and control
of the Company are firmly in its hands. It has set the strategic direction of the Company, exercised oversight on
Management and set the appropriate tone at the top, while providing thought leadership and championing good
governance and ethical practices throughout the Company.
All the Directors of the Company has objectively discharged their fiduciary duties and responsibilities at all times in
the best interests of the Company to oversee the conduct, business activities and development of the Company.
The Board evaluates and determines the training needs of its Directors annually and encourages the Directors to
attend various professional training programmes necessary to keep abreast on issues and challenges arising from the
changing business environment within which the Company operates.
During the financial year ended 31 March 2022, all Directors complied with Paragraph 15.08 of the Bursa Malaysia
Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”) and attended training
programmes as follows:-
17
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
The Board with the assistance of Nomination Committee (“NC”), reviews the training programmes for the Board
annually. The Board had approved an in-house training programme entitled ‘Digital Disruptions – Winning Strategies
for Legacy Companies’ for the Board and Senior Management and it was conducted on 24 March 2022.
The Board had five (5) Board Meetings during the financial year ended 31 March 2022.
To enable the Board to discharge its responsibilities in meeting the goals and objectives of the Company, the Board
has, amongst others–
• promoted good corporate governance culture within the Company which reinforces ethical, prudent and
professional conduct;
• reviewed, challenged and decided on Management’s proposals for the Company, and monitor its
implementation;
• ensured that the strategic plan of the Company supports long-term value creation and includes strategies on
economic, environmental and social considerations underpinning sustainability;
• assessed Management performance;
• ensured there is a sound framework for internal controls and risk management;
• recognised the principal risks of the Company’s business and that business decisions involve the taking of
appropriate risks;
• set the risk appetite within which the Board expects Management to operate and ensured that there is an
appropriate risk management framework to identify, analyse, evaluate, manage and monitor significant
financial and non-financial risks;
• ensured that senior management has the necessary skills and experience, and measures are in place to provide
for the orderly succession of Board and senior management;
• ensured that the Company has in place procedures to enable effective communication with shareholders and
other stakeholders; and
• ensured the integrity of the Company’s financial and non-financial reporting.
• provided leadership for the Board so that the Board can discharge its duties and responsibilities effectively;
• through the Chief Finance Officer and Company Secretaries, set the Board agenda and ensured that Board
members receive complete and accurate information in a timely manner;
• led Board meetings and discussions;
• encouraged active participation and allowed dissenting views to be freely expressed;
• managed the interface between Board and Management;
• ensured appropriate steps are taken to provide effective communication with stakeholders and that their views
are communicated to the Board; and
• led the Board in establishing and monitoring good corporate governance practices in the Company.
1.3 The positions of the Chairman and MD/CEO are held by two different individuals and each has a clear accepted
division of responsibilities to ensure that there is a balance of power and authority to promote accountability. The
Chairman is responsible for instilling good corporate governance practices and leadership, and for ensuring Board
effectiveness. The Chairman leads the Board in its collective oversight of Management, while the MD/CEO has
the overall responsibilities over the Company’s operating units, organisational effectiveness and implementation of
Board policies and decisions. The distinct and separate roles of the Chairman and MD/CEO are clearly defined in the
Board Charter to ensure that no one individual has unfettered powers of decision-making.
18
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
1.4 The Chairman of the Board is also the Chairman of the Remuneration Committee (“RC”) and member of the two (2)
Board Committees, namely the Audit Committee (“AC”) and NC.
The Board took cognizance that having the same person assume the position of chairman of the Board and member
of other board committees gives rise to the risk of self-review and may impair the objectivity of the chairman and the
Board when deliberating on the observations and recommendations put forth by the board committees. However,
Tan Sri Dato’ (Dr.) Teo Chiang Liang is not involved in management and operational matters of the Company, and
he always provides constructive ideas and opinions to the Board and Board Committees respectively and showed
impartiality in his judgement and conduct based on different perspectives as a Board Chairman and member of
Board Committees.
1.5 The Company is supported by two (2) suitably qualified and competent Company Secretaries. Both Company
Secretaries are qualified Chartered Secretaries under Section 235(2)(a) of the Companies Act 2016 registered with
the Companies Commission of Malaysia and are Fellow members of the Malaysian Association of the Institute of
Chartered Secretaries and Administrators (“MAICSA”). The Company Secretaries are external company secretaries
from Securities Services (Holdings) Sdn. Bhd. with vast knowledge and experience from being in public practice and
is supported by a team of competent company secretarial personnel.
• together with Management, managed all Board and Board Committee meeting logistics;
• attended and recorded minutes of all Board and Board Committee meetings and facilitated Board
communications either in person or through its representative;
• advised the Board on its roles and responsibilities;
• facilitated Director training and development;
• advised the Board on corporate disclosures and compliance with Company and Securities Commission’s
regulations and Listing Requirements;
• managed processes pertaining to the Sixtieth Annual General Meeting (“60th AGM”); and
• monitored corporate governance developments and advised the Board on governance practices.
The Company Secretaries have and will continue to constantly keep themselves abreast on matters concerning
company law, the capital market, corporate governance, and other pertinent matters, and with changes in the
regulatory environment, through continuous training and industry updates. They have also attended relevant
continuous professional development programmes as required by MAICSA for practicing Chartered Secretaries.
The Board is satisfied with the performance and support rendered by the Company Secretaries to the Board in the
discharge of its function, duties and responsibilities.
1.6 Meeting materials are circulated to Directors at least five (5) business days in advance of Board/Board Committee
meetings. The Minutes of Board/Board Committee meetings are circulated to the respective Chairman of the
meetings in a timely manner for review before they are confirmed and adopted by members of the Board/Board
Committee at their respective meetings.
19
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
2.1 The Board has a Board Charter, which is published on the Company’s website at www.ajinomoto.com.my. The
Board Charter clearly sets out the Board’s strategic intent and identifies the respective roles and responsibilities of
the Board, Board Committees, individual Directors, Senior Independent Director and senior management, as well as
issues and decisions reserved for the Board, the Board’s governance structure and authority, and Terms of Reference
of the Board, Board Committees and senior management. This is to ensure that all Directors and senior management
acting on behalf of the Company are aware of their duties and responsibilities.
As part of its efforts to ensure the effective discharge of its duties, the Board has delegated certain functions and
authorities to three (3) of its Board Committees, namely, AC, NC and RC. These Committees are entrusted with
specific responsibilities to assist the Board in overseeing the Company’s affairs, in accordance with their limits of
authority and respective Terms of Reference, which are published on the Company’s website at www.ajinomoto.
com.my together with the Board Charter. These Terms of Reference are reviewed as and when the need arises,
and were recently amended to reflect the latest compliance requirements as a result of changes in the regulatory
framework. The Board keeps itself abreast of the responsibilities delegated to each Board Committee, and matters
deliberated at each Board Committee meeting through the minutes of the Board Committee meetings and reports
by the respective Board Committee Chairman, at Board meetings.
AC
RC
NC
The NC was established with clearly defined Terms of Reference, and comprises five (5) Non-Executive Directors, all
of whom are independent pursuant to Paragraph 15.08A(1) of the Main LR of the Bursa Securities, during the financial
year ended 31 March 2022 as follows:-
The NC is empowered by the Board to oversee the selection and assessment of Directors to be appointed to ensure
that the Board’s composition and skills meet the needs of the Company, and hence, is tasked with the following
duties and responsibilities:-
20
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
Activities of the NC
During the financial year ended 31 March 2022, the NC held two (2) meetings to perform the following in the
discharge of its duties and responsibilities: -
In reviewing the profile and nomination of new Board members, the NC takes into consideration the following
criteria:-
In assessing the performance of the Board, Board Committees and Directors of the Company, the NC takes into
consideration the following:-
The attendance of Directors who are members of Board committees during the financial year ended 31 March 2022
is set out below:-
Directors NC AC RC
Non-Executive Directors
Tan Sri Dato’ (Dr.) Teo Chiang Liang 2/2 5/5 2/2
Koay Kah Ee 2/2 5/5 2/2
Dominic Aw Kian-Wee 2/2 5/5 2/2
Norani binti Sulaiman 2/2 5/5 1/1
Cheong Heng Choy * 3/3 1/1
(appointed w.e.f. 9 August 2021)
Note:-
* There was no NC meeting held after the appointment of Mr. Cheong Heng Choy as a member of the NC on 9
August 2021 and hence, he did not attend any NC meeting held in the financial year ended 31 March 2022.
21
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
3.1 The Board is committed in maintaining a corporate culture that engenders ethical conduct. The Board has formalised
ethical standards by adopting a Code of Conduct, which summarises what the Company must endeavour to
do proactively in order to increase corporate value, and which describes the areas in daily activities that require
caution in order to minimise any risks that may occur. The Company’s Code of Conduct covers ethical behaviour
in all aspects of the Company’s business operations, which includes areas concerning provision of safe, high-quality
products and services, social contribution activities, conservation of the environment, respect for human rights and
ensuring workplace safety, responsibilities to shareholders, fair and transparent transactions and protection and
management of Company’s assets and information.
Employees are made aware that relevant disciplinary actions will be taken for unethical behaviour and gross
misconduct.
3.2 The Board has put in place a whistleblowing policy, which is revised/updated as and when required, to encourage its
employees to report genuine concerns in relation to breach of any legal obligation (including negligence, criminal
activity, breach of contract and breach of the law), miscarriage of justice, danger to health and safety or to the
environment and the cover-up of any of these in the workplace. The whistleblowing policy of the Company provides
guidance on the appropriate communication and feedback channels to facilitate whistleblowing.
4.0 Sustainability
4.1 The Board promotes sustainability through its strategic oversight and integration of sustainability considerations in the
decision-making process and operations of the Company. This entails taking a holistic view of how the Company
creates value for its shareholders and other stakeholders bearing in mind Economic, Environmental, Social and
Governance (“ESG”) factors. Company’s efforts have been taken in the past years to strengthen sustainability
governance by incorporating the Ajinomoto Group Creating Shared Value (“ASV”) policy into the Company’s
business activities. ASV creates a virtuous cycle (the ASV cycle) that reinvests the economic value created by
resolving social issues through the Company’s business activities in future business activities, which in turn contributes
to the further resolution of social issues. ASV represents a strategic initiative for realising sustainable growth.
The Company has established a Sustainability Working Committee (“SWC”), comprising key individuals and
department heads who are responsible for the day-to-day performance and progress of the sustainability initiatives.
The SWC reports directly to the Chief Production Officer, who is responsible for the Company’s sustainability
strategies, policies and initiatives. Decisions made that are related to ESG matters and driving ESG topics in business
considerations are escalated to the MD/CEO for approval.
The activities of the SWC are supported concurrently by the Environmental Management System (“EMS”)
Committee. EMS Committee is responsible for monitoring and reviewing all environmental-related systems of the
Company, including resource and energy saving, waste management, chemical spillage and emergency response
management, environmental training and awareness, and legal compliance.
Please refer to the Sustainability Report in the Annual Report for further details.
4.2 The Company has engaged with stakeholders in a variety of ways through formal and informal activities. Sustainability
strategies, priorities and targets, and performance are communicated through the Company’s annual report and
corporate website, which contains its sustainability approach and governance, environmental performance,
contributions to society and employee relations, among others.
4.3 The Board, through the NC, assessed the annual training programme attended by the Directors during the financial
year ended 31 March 2022 to ensure that the Directors had and will continue to constantly keep abreast on the
relevant requirements and matters concerning the sustainability, including the latest development in industry as well
as the sustainability issues relevant to the Company.
22
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
4.4 While sustainability risks and opportunities have been discussed by senior management and at the Board level, a
formal evaluation process in addressing sustainability considerations will take effect going forward.
4.5 The Chief Production Officer is the designated person within management to manage sustainability strategies and
initiatives in the Company.
The Chief Production Officer ensures alignment of the sustainability targets with the business operations of the
Company. The Chief Production Officer is supported by SWC comprising heads of various departments.
5.1 The NC is responsible to oversee and review on an on-going basis, the overall composition of the Board in terms
of size, the required mix of skills, experience and other qualities and core competencies for the Directors of the
Company. The effectiveness of the Board as a whole and the contribution and performance of each individual
Director to the effectiveness of the Board and the Board Committees will also be assessed by the NC on an annual
basis.
5.2 Since the commencement of the financial year ended 31 March 2022 up until the resignation of Dato’ Setia
Ramli bin Mahmud (“Dato’ Ramli”) on 31 March 2021, the Board comprised six (6) Executive Directors and five (5)
Independent Non-Executive Directors, which reduced to four (4) Independent Non-Executive Directors upon Dato’
Ramli’s resignation. This composition of six (6) Executive Directors and five (5) Independent Non-Executive Directors
was reinstated upon the appointment of Mr. Cheong Heng Choy as an Independent Non-Executive Director of the
Company on 9 August 2021 up until 31 March 2022.
Although slightly less than half of the Board comprises Independent Directors, the Board is of the view that having
five (5) Independent Non-Executive Directors on the Board provides adequate check and balance of power and
authority and is able to support independent deliberation of the Board and sufficiently enable it to discharge its
duties objectively. Further, as the Chairman of the Board is independent, the Chairman of the Board provides the
strong leadership necessary to marshal the Board’s priorities objectively.
5.3 During the financial year ended 31 March 2022, in line with the MCCG, the Board sought shareholders’ approval
for the retention of its Directors who have served more than a cumulative term of twelve (12) years as Independent
Directors in accordance with the recommendations of the MCCG. Tan Sri Dato’ (Dr.) Teo Chiang Liang, Mr. Koay Kah
Ee and Mr. Dominic Aw Kian-Wee, the Independent Directors of the Company who had each served the Board for
a cumulative term of more than twelve (12) years, were retained as Independent Directors through a two-tier voting
process at the 60th Annual General Meeting of the Company held on 20 September 2021.
The NC and the Board had assessed the independence of Tan Sri Dato’ (Dr.) Teo Chiang Liang, Mr. Koay Kah Ee
and Mr. Dominic Aw Kian-Wee, and had recommended that they be retained as Independent Directors of the
Company as they continue to bring independent and objective judgement to Board deliberations and continue to
meet the following criteria for independence in discharging their roles and functions as Independent Directors of the
Company:-
• fulfilled the criteria under the definition of Independent Director pursuant to Paragraph 1.01 of the Bursa Securities
Main LR;
• not been involved in any business or other relationship which could hinder the exercise of independent
judgement, objectivity or his ability to act in the best interests of the Company;
• no potential conflict of interest, whether business or non-business related with the Company;
• not established or maintained any significant personal or social relationship, whether direct or indirect, with the
MD/CEO and Executive Directors, major shareholders or Management of the Company (including their family
members) other than normal engagements and interactions on a professional level consistent with his duties
and expected of him to carry out his duties as an independent director; and
• not derived any remuneration and other benefits apart from Directors’ fees and hospitalisation and surgical
coverage that are approved by shareholders.
5.4 The Board has not adopted a policy which limits the tenure of its Independent Directors to nine (9) years, being a step
up practice.
23
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
5.5 The Board is supportive of the Board and senior management composition diversity recommendation promoted
by the MCCG in order to offer greater depth and breadth to Board discussions and constructive debates at senior
management level.
The Directors and senior management are recruited based on objective criteria, merit and with due regard for
diversity in skills, experience, age, cultural background and gender.
The Board appoints its members through a formal and transparent selection process. The new appointees will be
considered and evaluated by the NC and the NC will then recommend the candidates to be approved and
appointed by the Board. The Company Secretaries will ensure all appointments are properly documented. This
process was applied for the appointment of Ms. Noriko Fujimoto, Mr. Takahiro Sato and Mr. Cheong Heng Choy as
Directors of the Company during the financial year ended 31 March 2022.
The Company is an equal opportunity employer and does not practice discrimination of any form, whether based
on age, gender, race and religion, throughout the organisation.
5.6 Although the Board did not utilise independent sources to identify the new Board members appointed during the
financial year ended 31 March 2022, namely, Ms. Noriko Fujimoto, Mr. Takahiro Sato and Mr. Cheong Heng Choy,
who were recommended by a major shareholder and the current Board member respectively, Board decisions
were still made objectively in the best interests of the Company taking into account their diverse skills, expertise and
potential to contribute to the Board.
The Board will consider utilising independent sources to identify suitably qualified candidates when the need arises
in the future.
5.7 The NC is responsible for making recommendation to the Board on the eligibility of the Directors to stand for re-
election at the AGM. The performance of the retiring Directors who are recommended for re-election at the AGM
has been assessed through the Board and Board Committee evaluation.
5.8 The NC is chaired by Mr. Dominic Aw Kian-Wee, the Independent Director appointed by the Board. The NC Chairman
has led the annual review of Board effectiveness, ensuring that the performance of each individual Director is
independently assessed and will lead the succession planning and appointment of future Board members. On 9
August 2021, Mr. Cheong Heng Choy, an Independent Non-Executive Director was appointed as a member of the
NC.
5.9 The Board recognises that a gender-diverse Board could offer greater depth and breadth whilst the diversity at
key senior management would lead to better decision-making. Currently, there are two (2) female Directors which
represent less than 30% female representation at the Board level.
5.10 The Board practises non-gender discrimination and endeavours to promote workplace diversity and supports the
representation of women in the composition of Board and senior management positions of the Company. The
gender diversity policy of the Board has been incorporated in the Company’s Board Charter.
The Board, assisted by Management, is responsible for developing strategies to meet the objectives of gender
diversity, and monitoring the progress of achieving the objectives through the monitoring, evaluation and reporting
mechanisms. These gender diversity strategies include:-
(a) recruiting from a diverse pool of candidates i.e., from Director’s registry, open advertisement or by the use of
independent search firms for all positions, including senior management;
(b) reviewing succession plans to ensure an appropriate focus on gender diversity;
(c) identifying specific factors to take into account the recruitment and selection processes to encourage gender
diversity;
(d) developing programs to develop a broader pool of skilled and experienced senior management and Board
candidates, including, workplace development programs, mentoring programs and targeted training and
development; and
(e) any other strategies the Board develops from time to time.
24
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
6.1 The Board has, through the NC, conducted the following annual assessments in the financial year ended 31 March
2022:-
The annual assessment of individual Directors, Board as a whole and Board Committees are based on a comprehensive
assessment system, which commences with the completion of a set of comprehensive Self-Assessment Form
detailing all assessment criteria to be completed by all Directors for evaluation by the NC. Criteria for the self-
assessment includes self-ratings on the Director’s knowledge, support of the mission and goals of the Company, time
commitment, and active participation on the Board.
Based on the outcome of the evaluation, the Board noted the following:-
• Individual Directors are able to meet the Board of Directors’ expectations in terms of character, experience,
integrity, competency and time commitment in discharging their roles as Directors of the Company.
• Individual Directors are exercised due care and carried out professional duties proficiently.
• The Board and Board Committees had been effective in carrying out their functions and duties.
• All Independent Directors had been and remain independent from management and free from any business
relationship that could materially interfere with their independent judgement.
The Board will consider engaging a professional, experienced and independent party to lend greater objectivity to
the assessments as and when required.
7.1 In view that fair remuneration is crucial to attract, retain and motivate Directors and senior management, the Board
has adopted Policies and Procedures to Determine the Remuneration of Directors and senior management which
takes into account the demands, complexities and performance of the Company as well as skills and experience
required to determine the remuneration of Directors and senior management. The said policies and procedures are
available on the Company’s website at www.ajinomoto.com.my.
7.2 The Board has a RC that assists the Board in implementing its policies and procedures on remuneration, which
includes reviewing and recommending the proposed remuneration packages of the Directors of the Company. The
RC also assists the Board to structure and link Directors’ remuneration to the strategic objectives of the Company,
which rewards contribution to the long-term success of the Company in promoting business stability, sustainability
and growth.
The RC is chaired by Tan Sri Dato’ (Dr.) Teo Chiang Liang, the Independent Non-Executive Chairman of the Company.
On 9 August 2021, Mr. Cheong Heng Choy, an Independent Non-Executive Director was appointed as a member of
RC.
The RC currently consists of all Independent Non-Executive Directors, which is in line with the MCCG.
25
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
8.1 Remuneration of Directors for the financial year ended 31 March 2022 is as follows:-
Executive Directors
Salaries Defined
Name of and other contribution Benefits
director emoluments Fees* Bonus Gratuity# plan in-kind
Company RM RM RM RM RM RM
Non-Executive Directors
Other Benefits
Name of director Fees* Gratuity# emoluments^ in-kind
Company RM RM RM RM
Tan Sri Dato’ (Dr.) Teo Chiang Liang 90,000 36,000 31,200 -
Koay Kah Ee 45,000 18,000 20,300 -
Dominic Aw Kian-Wee 35,000 14,000 20,300 -
Norani binti Sulaiman 35,000 14,000 20,900 -
Cheong Heng Choy 23,333 9,333 8,633 -
(appointed w.e.f. 9 August 2021)
8.2 Members of senior management of the Company are also Executive Directors of the Company and their detailed
remuneration are disclosed as above.
26
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
9.1 The Chairman of the AC is chaired by Mr. Koay Kah Ee, an Independent Non-Executive Director, while Tan Sri Dato’
(Dr.) Teo Chiang Liang is Chairman and Independent Non-Executive Director of the Board. Tan Sri Dato’ (Dr.) Teo
Chiang Liang, Mr. Dominic Aw Kian-Wee, an Independent Non-Executive Director and Puan Norani binti Sulaiman,
an Independent Non-Executive Director are the members of the AC. On 9 August 2021, Mr. Cheong Heng Choy, an
Independent Non-Executive Director was appointed as a member of the AC.
This separation of leadership and responsibility ensured that the objectivity of the Board’s review of the AC’s findings
and recommendations are not impaired. This separation is set out clearly in the Terms of Reference of the AC.
Mr. Koay Kah Ee is responsible to ensure the overall effectiveness and independence of the AC. Together with other
members of the AC, they had ensured amongst others that -
a. the AC is fully informed about significant matters related to the Company’s audit and its financial statements
and these matters are addressed;
b. the AC appropriately communicates its insights, views and concerns about relevant transactions and events to
Internal and External Auditors;
c. the AC’s concerns on matters that may have an effect on the financial or audit of the Company are
communicated to the External Auditors; and
9.2 Before appointing a former partner of the external audit firm of the Company as a member of the AC, the AC has
adopted the Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors,
that requires a cooling-off period of at least three (3) years to be observed by the former partner of the external audit
firm of the Company before being appointed as a member of the AC. This is to safeguard the independence of the
audit and preparation of the Company’s financial statements.
9.3 In recommending the appointment or re-appointment of the External Auditors to the Board, the AC has established
Policies and Procedures to Assess the Suitability, Objectivity and Independence of External Auditors (“Policies and
Procedures”) that consider amongst others:-
a. the competence, audit quality, experience and resource capacity of the external auditor and its staff assigned
to the audit;
b. the audit firm’s other audit engagements;
c. the adequacy of the scope of the audit plan;
d. the external auditor’s ability to meet deadlines in providing services and responding to issues in a timely manner
as contemplated in the external audit plan;
e. the nature and extent of the non-audit services rendered and the appropriateness of the level of fees; and
f. obtaining written assurance from the external auditors confirming that they are, and have been, independent
throughout the conduct of the audit engagement in accordance with the terms of all relevant professional and
regulatory requirements.
The assessment to consider the suitability, objectivity and independence of the audit firm is conducted annually.
During the financial year ended 31 March 2022, the AC had assessed the suitability, objectivity and independence of
Messrs. KPMG PLT (“KPMG”) as the proposed new Auditors of the Company in place of the outgoing Auditors, Messrs.
Ernst & Young PLT (“EY”) based on the following criteria set out in the Policies and Procedures of the Company:-
• fees
• competence, audit quality and resource capacity
• non-audit work
• independence
Upon completion of its assessment, the AC was satisfied with KPMG’s technical competency and had recommended
to the Board the appointment of KPMG as External Auditors of the Company in place of EY. The Board had in turn,
recommended the same for shareholders’ approval at the 60th AGM of the Company.
27
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
9.4 The AC comprises solely of Independent Directors in line with step-up practice 9.4 of the MCCG.
9.5 All members of the AC are financially literate and are able to understand the Company’s business and matters
under the purview of the AC including the financial reporting process. They have continuously applied a critical
and probing view on the Company’s financial reporting process, transactions and other financial information, and
effectively challenged Management’s assertions on the Company’s financials. Any inconsistencies or irregularities
in the financial and operational reports would be questioned to ascertain that the Quarterly Report and the annual
Audited Financial Statements taken as a whole provide a true and fair view of the Company’s financial position and
performance.
All members of the AC have also undertaken and will continue to undertake continuous professional development
to keep themselves abreast of relevant developments in accounting and auditing standards, practices and rules as
and when required.
10.1 The Board is supported by the Risk Management Committee which is guided by the risk framework of Ajinomoto
Co., Inc’s Risk Management Guideline System. The risk management framework serves as a reference for the Risk
Management Committee to identify, assess and monitor the key business risks of the Company in order to safeguard
shareholders’ investment and the Company’s assets.
The Risk Management Committee is chaired by the MD/CEO and includes other key Management staff of the
Company. Periodic Management meetings are conducted to deliberate the risk issues faced by the Company and
the necessary actions to be taken. The MD/CEO presents the risk management report to the Board quarterly for the
Board’s attention.
10.2 The Board via the Risk Management Committee oversees the risk management of the Company. The Risk
Management Committee, with the assistance of the senior management team, assesses the risk tolerance of the
Company, identifies the risk issues faced by the Company and takes appropriate actions to manage the identified
risks within defined parameters.
The Company has Internal Auditors to provide independent assessments on the adequacy, efficiency and
effectiveness of the Company’s internal control system. The Internal Auditors reports directly to the AC and internal
audit plans are tabled to the AC for review and approval by the Board to ensure adequate coverage.
The risk management and internal control are ongoing processes, which are undertaken at each department. The
Company will continuously enhance the existing system of risk management and internal control by taking into
consideration the changing business environment.
The review and periodic testing of the Company’s internal control and risk management framework are conducted
as and when required.
Further details on the features of the risk management and internal control framework, and the adequacy and
effectiveness of this framework, are disclosed in the Statement on Risk Management and Internal Control in this
Annual Report.
10.3 The Board did not establish a Risk Management Committee, which comprises a majority of independent directors as
the current Risk Management Committee made up of the senior management team and chaired by the MD/CEO
has managed the risks faced by the Company effectively and in a timely manner.
28
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
11.1 The internal audit function of the Company is carried out by an outsourced professional service firm that assists the AC
and the Board in managing the risks and establishment of the internal control system and processes of the Company
by providing an independent assessment on the adequacy, efficiency and effectiveness of the Company’s risk
management and internal control system and processes. The Internal Auditors reports directly to both the AC and
the Board.
The Internal Auditors has and will continue to keep abreast with developments in the profession, relevant industry
and regulations.
The internal audit function is independent of the operations of the Company and provides reasonable assurance
that the Company’s system of internal control is satisfactory and operating effectively.
Further details of the internal audit function are set out in the Statement on Risk Management and Internal Control
and the AC Report of this Annual Report.
11.2 The internal audit function is outsourced to Tricor Axcelasia Sdn. Bhd. and has confirmed that the internal audit staff
on the engagement are free from any relationships or conflicts of interest, which could impair their objectivity and
independence.
The staff involved in the internal audit reviews possess professional qualifications and/or a university degree. Certain
staff are members of the Institute of Internal Auditors Malaysia. The Engagement Executive Director is Mr. Chang Ming
Chew (“Mr. Chang”) who has diverse professional experience in internal audit, risk management and corporate
governance advisory. He is a Professional Member of the Institute of Internal Auditors Malaysia, a member of the
Malaysian Institute of Accountants and a member of the Association of Chartered Certified Accountants, United
Kingdom. Mr. Chang is a Certified Information Systems Auditor (CISA), Certified Internal Auditor (USA) and has a
Certification in Risk Management Assurance (USA).
The internal audit reviews were conducted using a risk-based approach and was guided by the International
Professional Practice Framework (IPPF).
12.1 The Board believes that a constructive and effective investor relationship is essential in enhancing shareholder value.
The Board, in its best efforts, always keeps the shareholders and various stakeholders informed of the Company’s
business and corporate development and ensure that the Company’s communication with them is transparent and
timely. Announcements, news, promotions and all relevant updates are posted on the Company’s website regularly.
Shareholders may also communicate with the Company on investor relation matters by posting their enquiries to the
Company through the Company’s web enquiry form on its website. The Company will endeavour to reply to these
enquiries in the shortest possible time.
12.2 The Company is not categorised as “Large companies” under the MCCG and hence, has not adopted integrated
reporting based on a globally recognised framework.
13.1 The Company has provided all shareholders at least twenty-eight (28) days’ notice before the date of the 60th AGM
last year and will give all shareholders at least twenty-eight (28) days’ notice before the date of the 61st AGM this
year.
The Notice of General Meeting provides detailed explanation for the resolutions proposed along with any background
information and reports or recommendation that are relevant, where required and necessary, to enable shareholders
to make informed decisions in exercising their voting rights.
29
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CORPORATE GOVERNANCE
OVERVIEW STATEMENT
(cont’d.)
PRINCIPLE C : INTEGRITY IN CORPORATE REPORTING AND MEANINGFUL RELATIONSHIP WITH STAKEHOLDERS (cont’d.)
13.2 All the Directors of the Company attended the 60th AGM of the Company held on 20 September 2021. During the 60th
AGM, the MD/CEO presented the financial results and the Company’s business strategy for the new financial year,
after which the Chairman invited questions from the shareholders present. The Board responded to the questions
raised during the 60th AGM.
All the Directors of the Company have and will always endeavour to attend all general meetings and the Chairman
of the AC, NC and RC will provide meaningful response to questions addressed to them.
13.3 In view of the current COVID-19 situation, the Company took the necessary precautions and preventive measures in
complying with the directives issued by the Ministry of Health Malaysia and other relevant authorities. These include
the option of remote shareholder and proxy participation at the AGM.
At the Company’s fully virtual 60th AGM held on 20 September 2021, the Company had leveraged on technology to
facilitate remote shareholders’ participation and electronic voting for the conduct of poll on the resolution.
The entire AGM proceedings and poll voting were conducted entirely through Securities Services e-Portal. The
Administrative Guide with detailed registration and voting procedures were shared with the shareholders and the
same were also published on the Company’s website.
The Company had conducted its voting on all resolutions at the fully virtual 60th AGM held on 20 September 2021 by
online live polling to provide for remote voting and immediate poll results. The Company had engaged SS E Solutions
Sdn. Bhd. to act as the Poll Administrator to provide the electronic polling services, while Commercial Quest Sdn. Bhd.
was the appointed independent scrutineer to verify the poll results.
13.4 At the commencement of 60th AGM, the Chairman of the Board briefed the shareholders, corporate representatives
and proxies present virtually at the meeting of their right to ask questions and vote on the resolutions set out in the
Notice of the 60th AGM dated 20 August 2021.
All the Directors, senior management and the representative of the external auditors were present at the 60th AGM
to provide responses to the questions posed by shareholders via Securities Services e-Portal (“SSeP”) in relation to the
agenda items for the 60th AGM, both prior to and during the meeting.
The shareholders, corporate representatives, and proxies were able to rely on real time submission of typed text to
exercise their rights to speak or communicate in a virtual meeting by submitting questions or remarks in relation to the
agenda items into the text box given in the live stream player within the same SSeP page.
Apart from questions received from Minority Shareholders Watch Group, which were answered accordingly by the
Company at the 60th AGM, the Directors of the Company had actively responded to relevant questions raised by
the shareholders during the 60th AGM of the Company.
The Board also ensure that sufficient opportunities were given to shareholders to raise issues relating to the affairs
of the Company by providing ample time for the Question-and-Answer session during the general meetings of the
Company.
13.5 To ensure effective communication with the shareholders at a fully virtual general meeting, questions posed by
shareholders were displayed on the screen for all the meeting participants’ reference whilst the Chairman read out
and answered the shareholders’ questions.
13.6 The Company’s Key Matters Discussed at the 60th AGM were made available to the shareholders after thirty (30)
business days from the date of the 60th AGM under the “Investors” section of the Company’s corporate website at
www.ajinomoto.com.my.
The Corporate Governance Overview Statement and the Corporate Governance Report are made in accordance with
a resolution of the Board of Directors passed on 29 June 2022.
30
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
ADDITIONAL
COMPLIANCE INFORMATION
1. Utilisation of Proceeds
Not Applicable.
During the financial year, the amount of audit fees and non-audit fees paid or payable by the Company to the
External Auditors amounted to RM184,300 and RM7,600 respectively.
3. Material Contracts
There are no material contracts entered into by the Company (not being contracts entered into in the ordinary
course of business) involving Directors’ and major shareholders’ interests which were still subsisting, since the end of
the previous financial year.
The RRPT entered into by the Company during the financial year ended 31 March 2022 were as follows:-
(b) Relationship : Ajinomoto Co., Inc. (“AjiCo.”) is the holding company of the Company and has
presence in over 35 countries worldwide through its subsidiaries and affiliated
companies wherein it owns direct and indirect shareholdings. This group of
companies is referred to Ajinomoto Group of Companies.
Tomoharu Abe, Shunsuke Sasaki, Noriko Fujimoto (appointed w.e.f. 1 July 2021)
and Takahiro Sato (appointed w.e.f. 1 July 2021) who are Executive Directors of
the Company, being persons nominated by AjiCo., are deemed interested in the
Proposed Renewal of RRPT Mandate.
1 April 2021 to
31 March 2022
Nature of Transaction RM’000
Commission income 29
Royalties payable (10,978)
Sales 109,895
Purchases (203,269)
Purchase of assets (16,884)
Other expenses (1,282)
Shared information technology services (2,174)
31
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATEMENT OF
DIRECTORS’ RESPONSIBILITY
IN RELATION TO THE FINANCIAL STATEMENTS
This statement is prepared as required by the Listing Requirements of Bursa Malaysia Securities Berhad.
The Directors are required to prepare financial statements which give a true and fair view of the state of affairs of the
Company as at the end of the financial year and of its result and cash flow for the year then ended.
- the Company has used appropriate accounting policies and are consistently applied;
- reasonable and prudent judgements and estimates have been made; and
- all applicable approved accounting standards in Malaysia have been followed.
The Directors are responsible for ensuring that the Company maintains accounting records that disclose with reasonable
accuracy the financial position of the Company, and which enable them to ensure that the financial statements comply
with the Companies Act 2016.
The Directors have general responsibilities for taking such steps that are reasonably available to them to safeguard the
assets of the Company, and to prevent and detect fraud and other irregularities.
32
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
INTRODUCTION
The Board of Directors (“the Board”) of Ajinomoto (Malaysia) Berhad is pleased to present its Statement on Risk
Management and Internal Control for the financial year ended 31 March 2022, which has been prepared pursuant to
paragraph 15.26(b) of Bursa Malaysia Securities Berhad (“Bursa Securities”) Main Market Listing Requirements (“Main LR”)
and in accordance with the principles and recommendations relating to risk management and internal controls provided
in the Malaysian Code on Corporate Governance and as guided by the Statement on Risk Management and Internal
Control: Guidelines for Directors of Listed Issuers. The statement below outlines the nature and scope of risk management
and internal control of the Company during the financial year under review.
BOARD RESPONSIBILITY
The Board acknowledges its responsibility and re-affirms its commitment in maintaining a sound system of internal control
to safeguard shareholders’ investments and the Company’s assets as well as reviewing the adequacy and integrity of
the system of internal control. The responsibility of reviewing the adequacy and integrity of the Company’s system of
internal control is delegated to the Audit Committee, which is empowered by its terms of reference to seek assurance on
the adequacy and integrity of the internal control system through independent reviews carried out by the internal audit
function.
However, as there are inherent limitations in any system of internal control, such system put into effect by Management
can only reduce but cannot eliminate all risks that may impede the achievement of the Company’s business objectives.
Therefore, the internal control system can only provide reasonable and not absolute assurance against material
misstatement or loss.
1. CONTROL ENVIRONMENT
The Company maintains a formal organisation structure with well-defined delegation of responsibilities and
accountability within the Company’s Senior Management. It sets out the roles and responsibilities, appropriate
authority limits, review and approval procedures in order to enhance the internal control system of the
Company’s various operations.
The Company has a comprehensive budgeting and forecasting system. The annual business plan and budget
are approved by the Board and the holding Company. Budgetary control is in place for every operation of
the Company, where actual performance is closely monitored against budgets to identify and to address
significant variances.
The Company has documented policies and procedures that are reviewed and updated to ensure that
it maintains its effectiveness and continues to support the Company’s business activities at all times as the
Company continues to grow.
Comprehensive guidelines on employment, performance appraisal, training and retention of employees are
in place to ensure that employees of the Company are well trained and equipped with all the necessary
knowledge, skills and abilities to carry out their responsibility effectively.
• Quality of Product
Quality of product is of prime importance to the Board. Compliance to procedures outlined in ISO9001:2015 and
“Hazard Analysis and Critical Control Point” (HACCP) accreditation to underpin quality assurance and control
are strictly adhered to via regular internal and external quality audits.
33
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Operational meetings are conducted among Senior Management in each month to discuss and review the
business plans, budgets, financial and operational performances of the Company. Weekly meetings of Heads of
Department are also held to monitor performances. The quarterly financial statements containing key financial
results and comparisons are tabled to the Board for their review.
The Board acknowledges that the Company’s business activities involve some degree of risks and key management
staff and Heads of Department are responsible for managing identified risks within defined parameters and standards.
The Risk Management Committee which adopts the risk framework from the parent company’s Risk Management
Guideline System is chaired by the Managing Director/Chief Executive Officer and includes other key management
staff of the Company. Identifying, evaluating and managing the significant risks faced by the Company is an ongoing
process which is undertaken at each department. During the year under review, this process was carried out through
periodic management meetings held to communicate and deliberate key issues and risks amongst Management
team members and where appropriate, controls are devised and implemented.
The abovementioned practices/initiatives by the Management serves as the ongoing process used to identify, assess
and manage key business, operation and financial risks faced by the Company.
Significant risks identified are escalated to the Board for their attention by the Managing Director/Chief Executive
Officer of the Company. The Board views the key risks which will have significant impact on the Company’s results
are price increase of key raw materials, fluctuation in foreign currency exchange rates, food safety and regulatory
change. Some of the other significant risks that were brought to the attention of the Board during the financial
year were the effects of the COVID-19 pandemic to the business, compliance with Occupational Safety & Health
requirements, unstable supply of packaging materials, short supply of manpower, spread of negative and incorrect
information on the Company and its products in mass media, product quality issue, unstable supply of raw materials,
legal and regulation compliance environmental related issue and interruption of business operations due to
IT malfunctions and natural disaster. Action plans are being developed and taken to manage and monitor the
identified risks.
Following the introduction of the anti-corruption acts and integration of corporate liability provisions into existing
legislation, the Management has taken proactive initiatives not only to ensure compliance but to also inhibit corrupt
practices or actions stemming from within the Company. Control measures that were taken are such as systematic
reviewing and enforcement of Company’s policies, communication of policies through town hall briefings and the
provision of training and workshops to the Company’s staffs.
The Company’s internal audit function, which is outsourced to a professional service firm, assists the Board and
the Audit Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the
Company’s internal control system. The Internal Auditor reports directly to the Audit Committee and internal audit
plans are tabled to the Audit Committee for review and approval to ensure adequate coverage.
On a quarterly basis, the results of the internal audit reviews and the recommendations for improvement are
presented to the Audit Committee. In addition, the status of the implementation of corrective actions to address
control weaknesses is also followed up by the internal auditors to ensure that these actions have been satisfactorily
implemented. Senior Management will continue to ensure that appropriate actions are taken to enhance and
strengthen the internal control environment.
Based on the internal audit reviews carried out, none of the weaknesses noted have resulted in any material losses,
contingencies or uncertainties that would require separate disclosure in this annual report.
The costs incurred in maintaining the outsourced internal audit function for the financial year ended 31 March 2022
amounted to RM85,374 (financial year ended 31 March 2021: RM78,466).
34
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The Board’s review of risk management and internal control effectiveness is based on information from:-
• Senior Management within the organisation responsible for the development and maintenance of the risk
management and internal control system.
• The work by the internal audit function which submits reports to the Audit Committee together with the
assessment of the internal controls systems relating to key risks and recommendations for improvement.
The Board considered the system of internal controls described in this statement to be satisfactory and the risks to be
at an acceptable level within the context of the Company’s business environment.
Information critical to the achievement of the Company’s business objectives are communicated through established
reporting lines across the Company. This is to ensure that matters that require the Board and Senior Management’s
attention are highlighted for review, deliberation and decision on a timely basis.
The external auditors have reviewed this Statement on Risk Management and Internal Control pursuant to the scope
set out in Audit and Assurance Practice Guide (“AAPG”) 3, Guidance for Auditors on Engagements to Report on
the Statement on Risk Management and Internal Control included in the Annual Report issued by the Malaysian
Institute of Accountants (“MIA”) for inclusion in the annual report of the Company for the year ended 31 March 2022,
and reported to the Board that nothing has come to their attention that cause them to believe that the statement
intended to be included in the annual report of the Company, in all material respects:
(a) has not been prepared in accordance with the disclosures required by paragraphs 41 and 42 of the Statement
on Risk Management and Internal Control: Guidelines for Directors of Listed Issuers, or
AAPG 3 does not require the external auditors to consider whether the Directors’ Statement on Risk Management
and Internal Control covers all risks and controls, or to form an opinion on the adequacy and effectiveness of the
Company’s risk management and internal control system including the assessment and opinion by the Board of
Directors and management thereon. The auditors are also not required to consider whether the processes described
to deal with material internal control aspects of any significant problems disclosed in the annual report will, in fact,
remedy the problems.
7. CONCLUSION
The Board has received assurance from the Managing Director/Chief Executive Officer and Chief Finance Officer
that the Company’s risk management and internal control systems are operating adequately and effectively, in
all material aspects, based on the risk management and internal control systems of the Company. There was no
material control failure that would have any material adverse effect on the financial results of the Company for the
year under review and up to the date of issuance of the financial statements.
Moving forward, the Company will continue to enhance the existing systems of risk management and internal
controls, taking into consideration the changing business environment.
The Board is of the view that the Company’s system of internal control is adequate to safeguard shareholders’
investments and the Company’s assets and has not resulted in any material loss, contingency or uncertainty. The
Board has not identified any circumstances which suggest any fundamental deficiencies in the Company’s system of
internal control. However, the Board is also cognisant of the fact that the Company’s system of internal control and
risk management practices must continuously evolve to meet the changing and challenging business environment.
Therefore, the Board will, when necessary, put in place appropriate action plans to further enhance the system of
internal control. This statement was approved by the Board of Directors on 29 June 2022.
35
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AUDIT
COMMITTEE REPORT
INTRODUCTION
The Board of Directors (“the Board”) of the Company is pleased to present the report of the Audit Committee for the
financial year ended 31 March 2022.
PURPOSE
The Audit Committee assists the Board in carrying out its responsibilities and meeting the corporate governance
requirements. It reviews the quarterly financial information before recommending to the Board for adoption and release
to Bursa Malaysia Securities Berhad (“Bursa Securities”). In addition to this, the Audit Committee reviews the systems of
internal controls which Management and the Board have established, and makes recommendations to Management
on actions to be taken, if any, based on the reports of the independent Internal and External Auditors.
The Audit Committee is governed by its Terms of Reference, which is available at the Company’s website at www.
ajinomoto.com.my.
The composition of the Audit Committee and the attendance of the respective members at each Audit Committee
Meeting during the financial year ended 31 March 2022 are as follows:-
* There were five (5) Audit Committee Meetings held during the financial year ended 31 March 2022. The meetings
were held on 24 May 2021, 29 June 2021, 17 August 2021, 24 November 2021 and 28 February 2022.
During the financial year ended 31 March 2022, the Audit Committee had discharged its functions and carried out its
duties as set out in the Terms of Reference.
The Audit Committee has also met up with the External Auditors without the presence of all the Executive Board members
three (3) times during the financial year, which is beyond the requirement of two (2) times as stipulated in the Audit
Committee’s Terms of Reference, to encourage a greater exchange of free and honest views between both parties.
36
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AUDIT
COMMITTEE REPORT
(cont’d.)
A summary of the work of the Audit Committee in the discharge of its functions and duties for the financial year and how
it has met its responsibilities during the financial year are as follows:-
1. Financial Results
a) Reviewed the quarterly financial results of the Company focusing particularly on changes in or implementation
of major accounting policy changes, significant and unusual events and compliance with accounting
standards and other legal requirements before recommending them for approval by the Board of Directors for
announcement to Bursa Securities;
b) Reviewed the reports and the audited financial statements of the Company together with the External Auditors
prior to tabling to the Board for approval.
In the review of the annual audited financial statements, the Audit Committee had discussed with Management
and the External Auditors the accounting principles and standards that were applied and their judgement of the
items that may affect the financial statements as well as issues and reservations arising from the statutory audit.
The Audit Committee had met on the following dates during the financial year to deliberate on the financial reporting
matters:-
24 May 2021 • Fourth quarter results for the financial year ended 31 March 2021
29 June 2021 • Audited Financial Statements for the financial year ended 31 March 2021
17 August 2021 • First quarter results for the financial year ended 31 March 2022
24 November 2021 • Second quarter results for the financial year ended 31 March 2022
28 February 2022 • Third quarter results for the financial year ended 31 March 2022
2. External Audit
a) Reviewed and approved the External Auditors’ scope of work, fees, and audit plan for the financial year and
made recommendation to the Board for approval on their remuneration;
b) Reviewed and discussed the External Auditors’ audit report, covering the key audit matters (“KAM”) raised and
areas for concern highlighted in the Management letter, including Management’s response to the concerns
raised by the External Auditors, and evaluation of the system of internal controls;
c) Discussed significant accounting and auditing issues, impact of new or proposed changes in accounting
standards and regulatory requirements;
d) Inquired into the assistance given by the Management to the External Auditors; and
e) Assessed the suitability, objectivity and independence of the proposed new External Auditors and made
recommendation to the Board on their appointment.
During the financial year, the Audit Committee had three (3) private meetings with the External Auditors on 24 May
2021, 29 June 2021 and 28 February 2022 without the presence of the Executive Directors and Management of the
Company to discuss any issues that may have arose from the external audit.
During the audit process in the financial year ended 31 March 2022, the issue related to the revenue recognition
was raised by the Company’s External Auditors as KAM. The audit responses to address the abovesaid issue by the
Company’s External Auditors was set out in the Independent Auditors’ Report (“IAR”). For detailed information on
KAM, please refer to the IAR in this Annual Report.
37
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AUDIT
COMMITTEE REPORT
(cont’d.)
3. Internal Audit
a) Reviewed and approved the internal audit plan for the financial year and the internal audit fees;
b) Reviewed the internal audit issues, recommendations and the Management responses to rectify and improve
the system of internal control;
c) Monitored the implementation of programmes recommended by Internal Auditors arising from its audits in order
to obtain assurance that all key risks and controls have been fully dealt with; and
d) Reviewed the performance of the Internal Auditors pursuant to Paragraph 15.12(1)(e) of the Bursa Securities’
Main Market Listing Requirements (“Main LR”) and the Terms of Reference of the Audit Committee. The areas
being assessed were:-
• Level of understanding of the Company’s business and the industry in which the Company operates
• Frequency of review to test the effectiveness of the financial, operational, compliance controls and
processes of the Company
b) Reviewed the Circular to Shareholders in relation to the Renewal of Existing Shareholder Mandate for Recurrent
RPT.
5. Other matter
a) Reviewed the Audit Committee Report and Statement on Risk Management and Internal Control for disclosure
in the 2022 Annual Report.
The Company’s internal audit function, which is outsourced to a professional service firm, assists the Board and the Audit
Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the Company’s
internal control system.
A summary of work of the internal audit function for the financial year ended 31 March 2022 is as follows:-
(a) Formulated the internal audit plan and presented the plan for the Audit Committee’s review and approval;
(b) Executed the internal audit reviews covering the following business processes or areas in accordance with the
approved audit plan:-
- Assessing controls over collection of data and reporting of related party transactions
- Assessing adherence to review procedures performed by management for RRPTs entered into by the
Company from the most recent mandate to current period on a sampling basis
- Assessing the procedures performed by management to ascertain that RRPT transactions are entered into
on an arm’s length basis
38
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AUDIT
COMMITTEE REPORT
(cont’d.)
Production Management
- Production planning
- Production efficiency monitoring
- Rejects and wastages control
- Machine utilisation and downtime monitoring (including maintenance)
(c) Based on the audit reviews carried out, reported the results of the audit reviews to the Audit Committee every
quarter. The reports highlighted internal control weaknesses identified and corresponding recommendations for
improvements; and
(d) Followed up on the status of implementation of Management action plans carried out and reported the same to the
Audit Committee.
The internal audit reviews carried out during the financial year ended 31 March 2022 did not reveal weaknesses that have
resulted in any material losses, contingencies or uncertainties that would require separate disclosure in this annual report.
39
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATISTICS OF
SHAREHOLDINGS
AS AT 30 JUNE 2022
ANALYSIS OF SHAREHOLDINGS
No. of No. of
Size of Shareholdings Shareholders % Shares Held %
SUBSTANTIAL SHAREHOLDER
The substantial shareholder of Ajinomoto (Malaysia) Berhad and its respective shareholdings based on the Register of
Substantial Shareholders of the Company as at 30 June 2022 is as follows:-
No. of Shares
Direct % Indirect %
DIRECTORS’ SHAREHOLDINGS
The Directors’ Shareholdings based on the Register of Directors’ Shareholdings of the Company as at 30 June 2022 are as
follows:-
Tan Sri Dato’ (Dr.) Teo Chiang Liang - - 150,000 (1) 0.25
Koay Kah Ee - - - -
Tomoharu Abe - - - -
Shunsuke Sasaki - - - -
Dominic Aw Kian-Wee - - - -
Kamarudin bin Rasid - - - -
Azhan bin Mohamed - - - -
Norani binti Sulaiman - - - -
Noriko Fujimoto - - - -
Takahiro Sato - - - -
Cheong Heng Choy - - - -
(1)
Deemed interested by virtue of his and/or persons associated with him who has/have more than 20% equity interest
in Teo Soo Cheng Sdn. Bhd. and See Hoy Chan Holdings Sendirian Berhad respectively.
40
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATISTICS
OF SHAREHOLDINGS
AS AT 30 JUNE 2022
(cont’d.)
41
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
FINANCIAL
HIGHLIGHTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH
550
450
50 80
500
400
450
40 60
350
400
300
30 40 350
250
300
20 20
200 250
200
150 10 10
150
100
0 0 100
2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022 2018 2019 2020 2021 2022
42
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTORS’
REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Company for the
financial year ended 31 March 2022.
Principal activities
The principal activities of the Company are manufacturing and selling AJI-NO-MOTO® products, and other seasoning
and food items. There has been no significant change in the nature of these activities during the financial year.
The Company is a subsidiary of Ajinomoto Co., Inc., of which is incorporated in Japan and regarded by the Directors as
the Company’s ultimate holding company, during the financial year.
Results
RM
There were no material transfers to or from reserves and provisions during the financial year under review.
Dividends
Since the end of the previous financial year, the Company paid a first and final single-tier dividend of 38.25 sen per
ordinary share amounting to RM23,255,439 in respect of the financial year ended 31 March 2021 on 22 October 2021.
In respect of the financial year ended 31 March 2022, the company declared a first and final single-tier dividend of 8.50
sen per ordinary share totalling approximately RM5,167,875 on 29 June 2022.
Directors who served during the financial year until the date of this report are:
43
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTORS’
REPORT
(cont’d.)
The interests in the shares of the Company and of its related corporations of those who were Directors at financial year
end as recorded in the Register of Directors’ Shareholdings are as follows:
None of the other Directors holding office at 31 March 2022 had any interest in the ordinary shares of the Company and
of its related corporations during the financial year.
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive
any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable
by Directors as shown in the financial statements or the fixed salary of a full time employee of the Company or of related
corporations) by reason of a contract made by the Company or a related corporation with the Director or with a firm of
which the Director is a member, or with a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of
the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.
There were no changes in the issued and paid-up share capital of the Company and no debenture was issued during
the financial year.
No options were granted to any person to take up unissued shares of the Company during the financial year.
During the financial year, the Company maintained a Directors’ and Officers’ Liability Insurance for the purpose of Section
289 of the Companies Act 2016. The total insured limit for the Directors’ and Officers’ Liability Insurance effected for the
Directors and Officers of the Company was RM15 million per occurrence and in the aggregate. The insurance premium
for the Company is RM14,450.
There was no indemnity given to or insurance effected for the auditors of the Company during the financial year.
44
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
DIRECTORS’
REPORT
(cont’d.)
Before the financial statements of the Company were made out, the Directors took reasonable steps to ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) any current assets which were unlikely to be realised in the ordinary course of business have been written down to
an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the
Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the financial statements of the Company misleading,
or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company
misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements that would render any amount stated in the financial
statements of the Company misleading.
i) any charge on the assets of the Company that has arisen since the end of the financial year and which secures the
liabilities of any other person, or
ii) any contingent liability in respect of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of the Company has become enforceable, or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may
substantially affect the ability of the Company to meet its obligations as and when they fall due.
In the opinion of the Directors, the financial performance of the Company for the financial year ended 31 March 2022
have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such
item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
Auditors
The auditors, KPMG PLT, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Kuala Lumpur
Date: 29 June 2022
45
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATEMENT OF
FINANCIAL POSITION
AS AT 31 MARCH 2022
Non-current assets
Property, plant and equipment 3 432,672,282 361,525,438
Intangible assets 4 14,017,961 10,188,132
Right-of-use assets 5 18,081,024 18,253,875
Other receivables 6 1,828,635 1,616,854
Other investments 7 226,000 226,000
Deferred tax assets 17 578,726 4,214,670
Total non-current assets 467,404,628 396,024,969
Current assets
Inventories 8 83,700,934 56,698,168
Trade and other receivables 6 51,492,879 56,276,691
Derivatives assets 9 - 100,395
Current tax assets 4,304,721 -
Liquid investments 10 48,914,051 99,589,931
Cash and cash equivalents 11 75,198,372 118,838,537
Total current assets 263,610,957 331,503,722
Total assets 731,015,585 727,528,691
Equity
Share capital 12 65,102,234 65,102,234
Retained earnings 442,606,072 448,865,286
Other reserves 13 (1,721,828) (1,655,275)
Total equity 505,986,478 512,312,245
Non-current liabilities
Loan and borrowing 14 91,332,596 99,526,827
Retirement benefits 15 15,038,659 13,872,856
Lease liabilities 412,500 269,346
Total non-current liabilities 106,783,755 113,669,029
Current liabilities
Loan and borrowing 14 8,589,987 254,969
Retirement benefits 15 1,349,452 1,273,378
Trade and other payables 16 107,295,600 96,337,772
Derivatives liabilities 9 313,367 442,602
Lease liabilities 696,946 616,876
Current tax liabilities - 2,621,820
Total current liabilities 118,245,352 101,547,417
Total liabilities 225,029,107 215,216,446
Total equity and liabilities 731,015,585 727,528,691
STATEMENT OF CHANGES
IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2022
Non-
Distributable Distributable
Share Other Retained Total
capital reserves earnings equity
Note RM RM RM RM
At 1 April 2020 65,102,234 (1,760,776) 432,336,646 495,678,104
Profit and total comprehensive income for the year - 105,501 46,502,317 46,607,818
Contributions by and distributions to owners
of the Company
Dividends to owners of the Company 27 - - (29,973,677) (29,973,677)
At 31 March 2021/1 April 2021 65,102,234 (1,655,275) 448,865,286 512,312,245
Profit and total comprehensive income
for the year - (66,553) 16,996,225 16,929,672
Contributions by and distributions to owners
of the Company
Dividends to owners of the Company 27 - - (23,255,439) (23,255,439)
At 31 March 2022 65,102,234 (1,721,828) 442,606,072 505,986,478
Note 12 Note 13
STATEMENT OF
CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2022
49
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATEMENT OF
CASH FLOWS
For The Year Ended 31 March 2022
(cont’d.)
Net Net
changes At changes
(cont’d.)
from 31 March from
At financing Acquisition 2021/ financing Acquisition At
1 April cash of new Other 1 April cash of new Other 31 March
CASH FLOWS
2020 flows lease Derecognition changes 2021 flows lease Derecognition changes 2022
STATEMENT OF
RM RM RM RM RM RM RM RM RM RM RM
Loan and borrowing - 100,000,000 - - (218,204) 99,781,796 - - - 140,787 99,922,583
Lease liabilities 1,145,348 (890,926) 904,800 (273,000) - 886,222 (933,576) 1,234,800 (78,000) - 1,109,446
For The Year Ended 31 March 2022
51
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Ajinomoto (Malaysia) Berhad is a public limited liability company, incorporated and domiciled in Malaysia, and is listed
on the Main Market of Bursa Malaysia Securities Berhad. The address of the principal place of business and registered
office of the Company is as follows:
The principal activities of the Company are manufacturing and selling AJI-NO-MOTO® products, and other seasoning
and food items. There have been no significant changes in the nature of these activities during the financial year.
The ultimate holding company is Ajinomoto Co., Inc., a company incorporated in Japan.
These financial statements were authorised for issue by the Board of Directors on 29 June 2022.
1. BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with Malaysian Financial
Reporting Standards (“MFRSs”), International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia.
The followings are accounting standards, interpretations and amendments of the MFRSs that have been issued
by the Malaysian Accounting Standards Board (“MASB”) but have not been adopted by the Company:
MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 January 2022
• Amendments to MFRS 1, First-time Adoption of Malaysian Financial Reporting Standards (Annual
Improvements to MFRS Standards 2018−2020)
• Amendments to MFRS 3, Business Combinations – Reference to the Conceptual Framework
• Amendments to MFRS 9, Financial Instruments (Annual Improvements to MFRS Standards 2018−2020)
• Amendments to Illustrative Examples accompanying MFRS 16, Leases (Annual Improvements to MFRS
Standards 2018−2020)
• Amendments to MFRS 116, Property, Plant and Equipment − Proceeds before Intended Use
• Amendments to MFRS 137, Provisions, Contingent Liabilities and Contingent Assets − Onerous Contracts −
Cost of Fulfilling a Contract
• Amendments to MFRS 141, Agriculture (Annual Improvements to MFRS Standards 2018−2020)
MFRSs, interpretations and amendments effective for annual periods beginning on or after 1 January 2023
• MFRS 17, Insurance Contracts
• Amendments to MFRS 17, Insurance Contracts – Initial application of MFRS 17 and MFRS 9 – Comparative
Information
• Amendments to MFRS 101, Presentation of Financial Statements – Classification of Liabilities as Current or
Non-current and Disclosures of Accounting Policies
• Amendments to MFRS 108, Accounting Policies, Changes in Accounting Estimates and Errors – Definition of
Accounting Estimates
• Amendments to MFRS 112, Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
52
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
MFRSs, interpretations and amendments effective for annual periods beginning on or after a date yet to be
confirmed
• Amendments to MFRS 10, Consolidated Financial Statements and MFRS 128, Investments in Associates and
Joint Ventures – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
The Company plans to apply the abovementioned accounting standards, interpretations and amendments:
• from the annual period beginning on 1 April 2022 for those amendments that are effective for annual
periods beginning on or after 1 January 2022, except for amendments to MFRS 1, MFRS 3 and MFRS 141
which are not applicable to the Company.
• from the annual period beginning on 1 April 2023 for the accounting standard and amendments that are
effective for annual periods beginning on or after 1 January 2023, except for MFRS 17 and amendments to
MFRS 17 which are not applicable to the Company.
The initial application of the abovementioned accounting standards and amendments are not expected to
have any material financial impacts to the current period and prior period financial statements of the Company.
The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
These financial statements are presented in Ringgit Malaysia (“RM”), which is the Company’s functional
currency.
The preparation of the financial statements in conformity with MFRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant area of estimation uncertainty and critical judgements in applying accounting policies
that have significant effect on the amounts recognised in the financial statements other than those disclosed in
the following note:
53
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The accounting policies set out below have been applied consistently to the periods presented in these financial
statements, unless otherwise stated.
Transactions in foreign currencies are translated to the functional currency of the Company at exchange rates
at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the
reporting date, except for those that are measured at fair value which are retranslated to the functional
currency at the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising
on the retranslation of equity instruments where they are measured at fair value through other comprehensive
income or a financial instrument designated as a cash flow hedge, which are recognised in other comprehensive
income.
A financial asset or a financial liability is recognised in the statement of financial position when, and only
when, the Company becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without significant financing component) or a financial
liability is initially measured at fair value plus or minus, for an item not at fair value through profit or loss,
transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a
significant financing component is initially measured at the transaction price.
An embedded derivative is recognised separately from the host contract where the host contract is not
a financial asset, and accounted for separately if, and only if, the derivative is not closely related to the
economic characteristics and risks of the host contract and the host contract is not measured at fair value
through profit or loss. The host contract, in the event an embedded derivative is recognised separately, is
accounted for in accordance with policy applicable to the nature of the host contract.
Financial assets
Categories of financial assets are determined on initial recognition and are not reclassified subsequent to
their initial recognition unless the Company changes its business model for managing financial assets in
which case all affected financial assets are reclassified on the first day of the first reporting period following
the change of the business model.
Amortised cost category comprises financial assets that are held within a business model whose
objective is to hold assets to collect contractual cash flows and its contractual terms give rise on
specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding. The financial assets are not designated as fair value through profit or loss. Subsequent to
initial recognition, these financial assets are measured at amortised cost using the effective interest
method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange
gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is
recognised in profit or loss.
Interest income is recognised by applying effective interest rate to the gross carrying amount except
for credit impaired financial assets (see Note 2(h)(i)) where the effective interest rate is applied to the
amortised cost.
54
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
All financial assets not measured at amortised cost are measured at fair value through profit or loss.
This includes derivative financial assets (except for a derivative that is a designated and effective
hedging instrument). On initial recognition, the Company may irrevocably designate a financial asset
that otherwise meets the requirements to be measured at amortised cost as at fair value through profit
or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise
arise.
Financial assets categorised as fair value through profit or loss are subsequently measured at their fair
value. Net gains or losses, including any interest or dividend income, are recognised in the profit or loss.
All financial assets, except for those measured at fair value through profit or loss are subject to impairment
assessment (see Note 2(h)(i)).
Financial liabilities
Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a
derivative that is a financial guarantee contract or a designated and effective hedging instrument),
contingent consideration in a business combination and financial liabilities that are specifically
designated into this category upon initial recognition.
On initial recognition, the Company may irrevocably designate a financial liability that otherwise
meets the requirements to be measured at amortised cost as at fair value through profit or loss:
(a) if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise;
(b) a group of financial liabilities or assets and financial liabilities is managed and its performance
is evaluated on a fair value basis, in accordance with a documented risk management or
investment strategy, and information about the group is provided internally on that basis to the
Company’s key management personnel; or
(c) if a contract contains one or more embedded derivatives and the host is not a financial asset in
the scope of MFRS 9, where the embedded derivative significantly modifies the cash flows and
separation is not prohibited.
Financial liabilities categorised as fair value through profit or loss are subsequently measured at their
fair value with gains or losses, including any interest expense are recognised in the profit or loss.
For financial liabilities where it is designated as fair value through profit or loss upon initial recognition,
the Company recognises the amount of change in fair value of the financial liability that is attributable
to change in credit risk in the other comprehensive income and remaining amount of the change in
fair value in the profit or loss, unless the treatment of the effects of changes in the liability’s credit risk
would create or enlarge an accounting mismatch.
55
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Other financial liabilities not categorised as fair value through profit or loss are subsequently measured
at amortised cost using the effective interest method.
Interest expense and foreign exchange gains and losses are recognised in the profit or loss. Any gains
or losses on derecognition are also recognised in the profit or loss.
(iii) 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 transferred, or control of the asset is not retained or substantially all of the
risks and rewards of the ownership of the financial asset are transferred to another party. On derecognition
of a financial asset, the difference between the carrying amount of the financial asset and the sum of the
consideration received (including any new asset obtained less any new liability assumed) 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, cancelled or expires. A financial liability is also derecognised when its terms are
modified and the cash flows of the modified liability are substantially different, in which case, a new
financial liability based on modified terms is recognised at fair value. 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.
(iv) Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial
position when, and only when, the Company currently has a legally enforceable right to set off the amounts
and it intends either to settle them on a net basis or to realise the asset and liability simultaneously.
Items of property, plant and equipment are measured at cost less any accumulated depreciation and any
accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other
costs directly attributable to bringing the asset to working condition for its intended use, and the costs
of dismantling and removing the items and restoring the site on which they are located. The cost of self-
constructed assets also includes the cost of materials and direct labour. For qualifying assets, borrowing
costs are capitalised in accordance with the accounting policy on borrowing costs.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of
that equipment.
When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net
within “other items of income” and “other operating expenses” in profit or loss.
56
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount
of the item if it is probable that the future economic benefits embodied within the component will flow to
the Company, and its cost can be measured reliably. The carrying amount of the replaced component is
derecognised to profit or loss. The costs of the day-to-day servicing of plant and equipment are recognised
in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual
assets are assessed, and if a component has a useful life that is different from the remainder of that asset,
then that component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each
component of an item of plant and equipment from the date that they are available for use. Freehold land
is not depreciated. Property, plant and equipment under construction are not depreciated until the assets
are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
• Buildings 4 to 50 years
• Motor vehicles 6 years
• Plant, machinery and equipment 4 to 15 years
• Furniture, fixtures and fittings 10 years
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period,
and adjusted as appropriate.
(d) Leases
A contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for
a period of time in exchange for consideration. To assess whether a contract conveys the right to control
the use of an identified asset, the Company assesses whether:
• the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and
should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the asset is not identified;
• the customer has the right to obtain substantially all of the economic benefits from use of the asset
throughout the period of use; and
• the customer has the right to direct the use of the asset. The customer has this right when it has the
decision-making rights that are most relevant to changing how and for what purpose the asset is used.
In rare cases where the decision about how and for what purpose the asset is used is predetermined,
the customer has the right to direct the use of the asset if either the customer has the right to operate
the asset; or the customer designed the asset in a way that predetermines how and for what purpose
it will be used.
At inception or on reassessment of a contract that contains a lease component, the Company allocates
the consideration in the contract to each lease and non-lease component on the basis of their relative
stand-alone prices. However, for leases of properties in which the Company is a lessee, it has elected not
to separate non-lease components and will instead account for the lease and non-lease components as
a single lease component.
57
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
As a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying
asset or the site on which it is located, less any lease incentives received.
The lease liability is initially measured at the present value of the lease payments that are not paid at
the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its
incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments, including in-substance fixed payments less any incentives receivable;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
• amounts expected to be payable under a residual value guarantee;
• the exercise price under a purchase option that the Company is reasonably certain to exercise; and
• penalties for early termination of a lease unless the Company is reasonably certain not to terminate
early.
The Company excludes variable lease payments that linked to future performance or usage of the
underlying asset from the lease liability. Instead, these payments are recognised in profit or loss in the period
in which the performance or use occurs.
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that
have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease
payments associated with these leases as an expense on a straight-line basis over the lease term.
As a lessee
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The
estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant
and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a revision
of in-substance fixed lease payments, or if there is a change in the Company’s estimate of the amount
expected to be payable under a residual value guarantee, or if the Company changes its assessment of
whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured, a corresponding adjustment is made to the carrying amount of the
right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
58
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Intangible assets, that are acquired by the Company, which have finite useful lives, are measured at cost less
any accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill
and brands, is recognised in profit or loss as incurred.
Intangible assets are amortised from the date that they are available for use. Amortisation is based on the
cost of an asset less its residual value. Amortisation is recognised in profit or loss on a straight-line basis over the
estimated useful lives of intangible assets.
The estimated useful lives for the current and comparative periods are as follows:
Amortisation methods, useful lives and residual values are reviewed at the end of each reporting period and
adjusted, if appropriate.
(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
The cost of inventories is calculated using the weighted average method, and includes expenditure incurred
in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their
existing location and condition. In the case of work-in-progress and finished goods, cost includes an appropriate
share of production overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid
investments which have an insignificant risk of changes in fair value with original maturities of three months or
less, and are used by the Company in the management of their short term commitments.
(h) Impairment
The Company recognises loss allowances for expected credit losses on financial assets measured at
amortised cost. Expected credit losses are a probability-weighted estimate of credit losses.
The Company measures loss allowances at an amount equal to lifetime expected credit loss, except
for cash and bank balance for which credit risk has not increased significantly since initial recognition,
which are measured at 12-month expected credit loss. Loss allowances for trade receivables are always
measured at an amount equal to lifetime expected credit loss.
When determining whether the credit risk of a financial asset has increased significantly since initial
recognition and when estimating expected credit loss, the Company considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both quantitative and
qualitative information and analysis, based on the Company’s historical experience and informed credit
assessment and including forward-looking information, where available.
59
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Lifetime expected credit losses are the expected credit losses that result from all possible default events
over the expected life of the asset, while 12-month expected credit losses are the portion of expected
credit losses that result from default events that are possible within the 12 months after the reporting date.
The maximum period considered when estimating expected credit losses is the maximum contractual
period over which the Company is exposed to credit risk.
The Company estimates the expected credit losses on trade receivables using a provision matrix with
reference to historical credit loss experience.
An impairment loss in respect of financial assets measured at amortised cost is recognised in profit or loss
and the carrying amount of the asset is reduced through the use of an allowance account.
At each reporting date, the Company assesses whether financial assets carried at amortised cost are
credit-impaired. A financial asset is credit impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.
The gross carrying amount of a financial asset is written off (either partially or full) to the extent that there is
no realistic prospect of recovery. This is generally the case when the Company determines that the debtor
does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off. However, financial assets that are written off could still be subject to enforcement
activities in order to comply with the Company’s procedures for recovery amounts due.
The carrying amounts of other assets (except for inventories and deferred tax assets) are reviewed at the
end of each reporting period to determine whether there is any indication of impairment. If any such
indication exists, then the asset’s recoverable amount is estimated.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets
or group of assets or cash-generating units.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit
exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in prior period are assessed
at the end of each reporting period for any indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount since the last impairment loss was recognised. An impairment loss is reversed only to the extent that
the asset’s carrying amount does not exceed the carrying amount that would have been determined, net
of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses
are credited to profit or loss in the year in which the reversals are recognised.
60
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Instruments classified as equity are measured at cost on initial recognition and are not remeasured subsequently.
Short term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick
leave are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short-term cash bonus if the Company
has a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
The Company’s contributions to statutory pension funds are charged to profit or loss in the financial year to
which they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a
reduction in future payments is available.
The Company has a partly funded defined benefit plan for employees and executives who have served
the required number of years of service. Contributions are made to approved benefit schemes operated
by independent trustees in accordance with a trust deed.
The defined benefit costs and the present value of defined benefit obligations are calculated at the
reporting date by the qualified actuaries using the projected unit credit method.
Re-measurements, comprising of actuarial gains and losses are recognised immediately in the statement
of financial position with corresponding debit or credit to other comprehensive income in the period they
occur. Remeasurements are not classified to profit or loss in subsequent periods.
Past service costs are recognised in profit or loss on the earlier of:
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset and is
recognised in profit or loss. The Company recognises the following changes in the net defined benefit
obligations in profit or loss:
-
Service costs comprising current service costs, past service costs, gains and losses on curtailments and
non-routine settlements.
- Net interest expense or income.
61
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
(i) Revenue
Revenue is measured based on the consideration specified in a contract with a customer in exchange for
transferring goods or services to a customer, excluding amounts collected on behalf of third parties. The
Company recognises revenue when (or as) it transfers control over a product or service to customer. An
asset is transferred when (or as) the customer obtains control of the asset.
The Company transfers control of a good or service at a point in time unless one of the following overtime
criteria is met:
(a) the customer simultaneously receives and consumes the benefits provided as the Company performs;
(b) the Company’s performance creates or enhances an asset that the customer controls as the asset is
created or enhanced; or
(c) the Company’s performance does not create an asset with an alternative use and the Company has
an enforceable right to payment for performance completed to date.
Interest income is recognised as it accrues using the effective interest method in profit or loss.
(l) Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle
the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the liability. The
unwinding of the discount is recognised as finance cost.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying
asset are recognised in profit or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
capitalised as part of the cost of those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for
the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the
asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when
substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted
or completed.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
62
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Income tax expense comprises current tax and deferred tax. Current tax and deferred tax is recognised in profit
or loss except to the extent that it relates to a business combination or items recognised directly in equity, or
other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantially enacted by the end of the reporting year, and any adjustment to tax payable in
respect of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the initial recognition of assets or liabilities in a transaction that is not a business combination
and that affects neither accounting nor taxable profit or loss. Deferred tax is measured at the tax rates that are
expected to be applied to the temporary differences when they reverse, based on the laws that have been
enacted or substantively enacted by the end of the reporting period.
The amount of deferred tax recognised is measured based on the expected manner of realisation or settlement
of the carrying amount of the assets and liabilities, using tax rates enacted or substantively enacted at the
reporting date. Deferred tax assets and liabilities are not discounted.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities
and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and
liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available
against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each
reporting period and are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
The Company presents basic and diluted earnings per share data for its ordinary shares (“EPS”).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Fair value of an asset or a liability is determined as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement date. The
measurement assumes that the transaction to sell the asset or transfer the liability takes place either in the
principal market or in the absence of a principal market, in the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as
possible. Fair value is categorised into different levels in a fair value hierarchy based on the input used in the
valuation technique as follows:
Level 1: quoted price (unadjusted) in active markets for identical assets or liabilities that the Company can
access at the measurement date.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
The Company recognises transfers between levels of the fair value hierarchy as of the date of the event or
change in circumstances that caused the transfers.
63
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Plant, Furniture,
machinery fixtures Capital
Freehold Motor and and work in
land Buildings vehicles equipment fittings progress Total
RM RM RM RM RM RM RM
Cost
At 1 April 2020 85,750,210 52,158,375 10,002,705 158,393,101 8,062,325 31,998,147 346,364,863
Additions 5,465 305,034 2,484,802 5,461,398 66,059 209,408,954 217,731,712
Transfers 77,542 4,017 - 95,550 32,600 (209,709) -
Disposals - - (2,300,830) - - - (2,300,830)
Written off - (1,904,460) - (2,674,384) (163,664) - (4,742,508)
At 31 March 2021/1 April 2021 85,833,217 50,562,966 10,186,677 161,275,665 7,997,320 241,197,392 557,053,237
Additions 106,000 5,510,316 2,449,469 828,911 352,926 81,802,676 91,050,298
Transfers - 170,952,561 - 31,158,412 - (202,110,973) -
Disposals - - (1,429,690) - - - (1,429,690)
Written off (596,484) - - (860,618) (6,619) - (1,463,721)
Accumulated depreciation
At 1 April 2021 - 46,556,756 4,142,780 127,328,300 6,604,960 - 184,632,796
Depreciation charge for the year - 2,861,101 1,168,441 11,804,911 758,046 - 16,592,499
Disposals - - (1,685,129) - - - (1,685,129)
Written off - (1,708,711) - (2,165,884) (137,772) - (4,012,367)
Carrying amounts
At 1 April 2020 85,750,210 5,601,619 5,859,925 31,064,801 1,457,365 31,998,147 161,732,067
At 31 March 2021/1 April 2021 85,833,217 2,853,820 6,560,585 24,308,338 772,086 241,197,392 361,525,438
The Company’s addition to property, plant and equipment are analysed at below:
2022 2021
RM RM
Cash 68,139,780 149,927,839
Reclassification from other receivables 5,401,598 35,522,443
Accruals 15,413,863 31,639,979
88,955,241 217,090,261
Capitalisation of interest expense (Note 26) 2,095,057 641,451
91,050,298 217,731,712
64
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
4. INTANGIBLE ASSETS
Capital
Computer work in
software progress Total
RM RM RM
Cost
At 1 April 2020 6,775,310 2,127,542 8,902,852
Additions 1,724,196 5,207,656 6,931,852
Written off (9,250) - (9,250)
Transfer 1,438,542 (1,438,542) -
At 31 March 2021/1 April 2021 9,928,798 5,896,656 15,825,454
Additions 2,620,709 3,359,489 5,980,198
Transfer 4,647,296 (4,647,296) -
At 31 March 2022 17,196,803 4,608,849 21,805,652
Accumulated amortisation
At 1 April 2020 4,820,749 - 4,820,749
Charge for the financial year 824,194 - 824,194
Written off (7,621) - (7,621)
At 31 March 2021/1 April 2021 5,637,322 - 5,637,322
Charge for the financial year 2,150,369 - 2,150,369
At 31 March 2022 7,787,691 - 7,787,691
2022 2021
RM RM
Cash 5,709,368 6,107,139
Reclassification from other receivables 270,830 -
Accruals - 824,713
5,980,198 6,931,852
65
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
5. RIGHT-OF-USE ASSETS
Leasehold
land Buildings Total
RM RM RM
At 1 April 2020 17,763,728 1,145,348 18,909,076
Additions - 904,800 904,800
Depreciation (396,075) (890,926) (1,287,001)
Derecognition* - (273,000) (273,000)
At 31 March 2021/1 April 2021 17,367,653 886,222 18,253,875
Additions - 1,234,800 1,234,800
Depreciation (396,075) (933,576) (1,329,651)
Derecognition* - (78,000) (78,000)
At 31 March 2022 16,971,578 1,109,446 18,081,024
* Derecognition of the right-of-use assets during the financial year as a result of termination of contracts.
The Company leases a number of buildings that run between 2 years to 3 years, with an option to renew the lease
after that date.
Leasehold land relates to the lease of land with lease terms of between 41 years to 52 years.
The Company assesses at lease commencement by applying significant judgement whether it is reasonably
certain to exercise the extension options. The Company considers all facts and circumstances including their
past practice and any cost that will be incurred to change the asset if an option to extend is not taken, to help
them determine the lease term.
66
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Current
Trade
Trade receivables 26,039,532 25,780,451
Amount due from ultimate holding company 6.1 - 437,796
Amount due from related companies 6.1 19,103,534 20,246,478
45,143,066 46,464,725
Less: Allowance for impairment loss (9,337) (31,033)
Trade receivables, net 45,133,729 46,433,692
Non-trade
Other receivables 2,135,745 791,748
Deposits 814,995 768,244
Prepayments 2,378,550 7,536,640
Prepayments for acquisition of property, plant and equipment 6.2 529,381 5,401,598
Prepayment for acquisition of intangible assets 412,870 683,700
Other prepayments 1,436,299 1,451,342
Non-current
Other receivables
Staff loans 6.3 1,828,635 1,616,854
Trade amounts due from ultimate holding and related companies are non-interest bearing and are generally
on 14 to 90 days (2021: 14 to 90 days) terms.
6.2 Prepayments
Prepayments relate to milestone payment made for construction of buildings and equipment purchased of
RM529,381 (2021: RM5,401,598). The prepayments as at 31 March 2021 of RM5,401,598 for construction of buildings
and equipment purchased have been capitalised as property, plant and equipment upon completion and the
transfer of ownership during the year.
Staff loans are unsecured, bear interest rates at 0% to 2.5% (2021: 0% to 2.5%) per annum. Non-current amounts
have an average maturity of 2.32 years (2021: 2.47 years). These loans are recognised initially at fair value.
The difference between the fair value and the nominal loan amount represents payment for services to be
rendered during the period of the loan and is recorded as part of operating expenses.
67
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
7. OTHER INVESTMENTS
2022 2021
RM RM
At cost:
Transferable club memberships 226,000 226,000
2022 2021
RM RM
Level 3
Transferable club memberships 230,000 226,000
The Directors regard the fair value of transferable club memberships as level 3 fair value where such fair value is
estimated with reference made to quotations provided by respective clubs.
8. INVENTORIES
2022 2021
RM RM
At cost:
Raw materials 43,474,960 21,815,699
Consumables 2,577,569 2,996,524
Work-in-progress 3,051,763 573,687
Finished goods 34,596,642 31,312,258
83,700,934 56,698,168
68
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
9. DERIVATIVES ASSETS/(LIABILITIES)
The table below shows the fair values of derivative financial instruments, recorded as assets or liabilities, together with
their notional amounts. The notional amount and reference rate or index are the basis upon which changes in the
values of derivatives are measured. The notional amounts indicated the volume of transactions outstanding at the
end of reporting period.
Forward
foreign
exchange Notional
contracts Amount
RM RM
As at 31 March 2022:
Derivative liabilities (313,367) 58,008,492
As at 31 March 2021:
Derivative assets 100,395 16,098,993
Derivative liabilities (442,602) 27,703,500
The Company uses forward currency contracts to manage some of the transaction exposure. These contracts are
not designated as cash flow or fair value hedges and are entered into for periods consistent with currency transaction
exposure and fair value changes exposure.
During the financial year, the Company recognised a net gain of RM28,840 (2021: net gain of RM100,224) arising from
fair value changes of these derivatives. The fair value changes are attributable to changes in foreign exchange spot
and forward rate.
2022 2021
RM RM
At fair value:
Investment in Islamic money market funds 48,914,051 99,589,931
The liquid investments represent investment in Islamic money market funds, and the average distribution rate is at
1.69% to 2.60% per annum (2021: 2.00% to 2.91% per annum).
2022 2021
RM RM
Cash and bank balances 54,174,498 42,637,520
Deposits with licensed banks 21,023,874 76,201,017
75,198,372 118,838,537
69
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Number Number
Amount of shares Amount of shares
2022 2022 2021 2021
RM RM
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Defined
benefit
reserves
RM
The defined benefit reserves represent the re-measurement of actuarial gains or losses of the defined benefit liabilities
or assets.
70
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Non-current
Islamic financing facility - unsecured 91,666,666 100,000,000
Unamortised transaction costs (334,070) (473,173)
91,332,596 99,526,827
Current
Islamic financing facility - unsecured 8,589,987 254,969
99,922,583 99,781,796
The effective interest rate during the financial year for borrowing was 3.14% (2021: 3.16%) per annum.
The borrowing is obtained for capital expenditure purposes. It is unsecured and is repayable in quarterly instalments
commencing from 28 February 2023 to 28 November 2025.
Retirement benefits
The Company operates a partly funded, post-employment benefit scheme (“the Scheme”) for its eligible employees.
Under the Scheme, eligible employees are entitled to post-employment benefits varying at 6% and 10% (2021: 6%
and 10%) on basic salaries of eligible staff and the number of completed years of service.
The amounts recognised in the statement of financial position are determined as follows:
2022 2021
RM RM
Present value of defined benefit obligations, representing net liabilities 16,388,111 15,146,234
Analysed as:
Within the next 12 months 1,349,452 1,273,378
Beyond 1 year 15,038,659 13,872,856
16,388,111 15,146,234
The defined benefit plans expose the Company to actuarial risks, such as longevity risk, currency risk, interest rate risk
and market (investment) risk.
71
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
In 2022, changes in the defined benefit obligations and fair value of plan assets are as follows:
In 2021, changes in the defined benefit obligations and fair value of plan assets are as follows:
72
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The principal assumptions used in determining defined benefit obligations of the Company are shown below:
2022 2021
% %
The sensitivity analysis below has been determined based on reasonably possible changes of each significant
assumption on the defined benefit obligations as of the end of the reporting period, assuming if all other assumptions
were held constant.
2022
Discount rate (1% movement) 2,198,641 (1,912,796)
Salary increment rate (1% movement) 649,067 (592,836)
2021
Discount rate (1% movement) 1,812,616 (1,593,067)
Salary increment rate (1% movement) 509,694 (468,892)
Trade
Trade payables 11,344,207 10,769,070
Amount due to ultimate holding company 16.1 2,531,661 1,148,043
Amount due to related companies 16.1 42,460,585 16,229,444
56,336,453 28,146,557
Non-trade
Other payables 19,044,923 20,555,171
Accruals 23,262,476 36,579,647
Provisions 16.2 6,662,228 6,221,128
Refund liabilities 16.3 882,693 786,797
Amount due to ultimate holding company 16.1 603,742 3,187,045
Amount due to related companies 16.1 503,085 861,427
50,959,147 68,191,215
107,295,600 96,337,772
73
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Total trade and other payables 107,295,600 96,337,772
Less: Provisions (6,662,228) (6,221,128)
Total financial liabilities at amortised cost 100,633,372 90,116,644
These amounts are unsecured, non-interest bearing and have credit terms of 30 to 60 days (2021: 30 to 60
days).
16.2 Provisions
Employee Other
benefits operating
expenses expenses Total
RM RM RM
At 1 April 2020 3,598,229 3,447,768 7,045,997
Provisions made during the year 9,745,534 5,450,569 15,196,103
Provisions used during the year (9,177,525) (6,894,736) (16,072,261)
Provisions reversed during the year 51,288 - 51,288
At 31 March 2021/1 April 2021 4,217,526 2,003,601 6,221,127
Provisions made during the year 9,157,395 6,500,004 15,657,399
Provisions used during the year (8,348,563) (6,773,041) (15,121,604)
Provisions reversed during the year (94,694) - (94,694)
At 31 March 2022 4,931,664 1,730,564 6,662,228
Refund liabilities are the obligations to refund some or all of the consideration received (or receivable) from
the customers and are measured at the amount the Company ultimately expects it will have to return to the
customers.
74
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Property, plant
and equipment (2,543,609) 1,418,131 - (1,125,478) (4,253,503) - (5,378,981)
Retirement
benefits 3,432,895 235,517 (33,316) 3,635,096 277,034 21,017 3,933,147
Provisions 1,700,127 4,925 - 1,705,052 319,508 - 2,024,560
2,589,413 1,658,573 (33,316) 4,214,670 (3,656,961) 21,017 578,726
18. REVENUE
2022 2021
RM RM
Revenue from contracts with customers
Sale of goods 484,677,540 443,119,251
75
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The Company is in the business of selling AJI-NO-MOTO® products, and other seasoning and food items.
The performance obligation is satisfied upon shipment of the goods and payment is generally due within 14 to
90 (2021: 14 to 90) days.
2022 2021
RM RM
Gain on disposal of property, plant and equipment 214,278 206,489
Interest income 1,171,680 1,661,892
Distribution from liquid investments 1,181,997 1,956,977
Miscellaneous income 903,168 358,680
Realised foreign exchange gain - 229,204
Net fair value gain on derivatives 28,840 100,224
3,499,963 4,513,466
Included in employee benefits expenses of the Company are Executive Directors’ remuneration (excluding benefits-
in-kind) amounting to RM5,128,663 (2021:RM3,628,672) as further disclosed in Note 21.
76
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The details of remuneration receivable by Directors of the Company during the year are as follows:
The Directors’ remuneration of the Company, which included the Directors who had resigned during the year is
analysed at below:
2022 2021
Executive directors:
RM200,001 - RM250,000 - 1
RM350,001 - RM400,000 1 1
RM450,001 - RM500,000 2 -
RM500,001 - RM550,000 - 1
RM550,001 - RM600,000 2 -
RM600,001 - RM650,000 - 1
RM700,001 - RM750,000 - 2
RM750,001 - RM800,000 - 1
RM850,001 - RM900,000 1 -
RM1,050,001 - RM1,100,000 1 -
RM1,100,001 - RM1,150,000 1 -
Non-executive directors:
below RM50,000 1 2
RM50,001 - RM100,000 3 3
RM100,001 - RM150,000 - 1
RM150,001 - RM200,000 1 -
77
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Profit for the year is arrived at after charging:
Auditors’ remuneration
Statutory audit fees 184,300 202,500
Non-audit fees 7,600 37,000
Material expenses/(income)
Depreciation of right-of-use assets 1,329,651 1,287,001
Inventories written off 783,884 335,730
Bad debt written off 10,000 -
Foreign exchange loss/(gain) :
- Realised 940,036 (229,204)
- Unrealised 358,254 555,169
Net fair value gain on derivatives (28,840) (100,224)
Property, plant and equipment written off 1,076,338 730,141
Intangible assets written off - 1,629
Depreciation of property, plant and equipment 18,363,804 16,592,499
Amortisation of intangible assets 2,150,369 824,194
Gain on disposal of property, plant and equipment (214,278) (206,489)
Expenses arising from leases
Expenses relating to leases of low-value assets 96,416 43,371
Expenses relating to short-term leases 124,483 92,500
2022 2021
RM RM
Selling and distribution expenses 49,203,534 39,813,854
Administrative and other expenses 43,764,209 35,781,302
92,967,743 75,595,156
78
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Current tax expense
Current income tax 3,944,588 16,026,129
(Over)/Under provision in prior years (311,515) 385,966
3,633,073 16,412,095
Income tax calculated using Malaysian tax rate of 24% (2021: 24%) 5,828,702 14,701,401
Non-deductible expenses 1,662,406 97,327
Tax exempt income (283,679) (469,674)
Utilisation of current year’s reinvestment allowances - (273,523)
Under provision of deferred tax in prior years 394,120 312,025
(Over)/Under provision of income tax expenses in prior years (311,515) 385,966
7,290,034 14,753,522
Basic earnings per share is calculated by dividing profit for the year attributable to owners of the Company by the
weighted average number of ordinary shares in issue during the financial year is as follows:
2022 2021
RM RM
Profit for the year attributable to ordinary shareholders of the Company 16,996,225 46,502,317
Number of Number of
shares shares
2022 2021
Weighted average number of ordinary shares at 31 March 60,798,534 60,798,534
79
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
sen sen
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting
date and the date of completion of these financial statements.
There are no instruments in issuance which have a dilutive effect to the earnings per share of the Company. Therefore,
diluted earnings per share is not disclosed.
2022 2021
RM RM
Profit payment on Islamic financing 3,135,116 641,451
Less: Finance cost capitalised (Note 3) (2,095,057) (641,451)
1,040,059 -
27. DIVIDENDS
2022
First and final 2021 ordinary 38.25 23,255,439 22 October 2021
2021
First and final 2020 ordinary 49.30 29,973,677 28 October 2020
In respect of the financial year ended 31 March 2022, the Company declared a first and final single-tier dividend of
8.50 sen per ordinary share totalling approximately RM5,167,875 on 29 June 2022.
28. CAPITAL COMMITMENT
2022 2021
RM RM
Approved and contracted for:
Property, plant and equipment 18,961,181 67,440,251
Intangible assets 1,055,780 3,466,381
20,016,961 70,906,632
80
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Unsecured bank guarantees extended to third parties for
capital expenditure and utilities purposes 5,142,896 6,113,220
2021
Financial assets
Trade and other receivables (excluding prepayments) 50,356,905 47,993,684 2,363,221
Liquid investments 99,589,931 - 99,589,931
Cash and cash equivalents 118,838,537 118,838,537 -
Derivative assets 100,395 - 100,395
268,885,768 166,832,221 102,053,547
Financial liabilities
Loan and borrowing 99,781,796 99,781,796 -
Derivative liabilities 442,602 - 442,602
Trade and other payables 90,116,644 90,116,644 -
190,341,042 189,898,440 442,602
81
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
2022 2021
RM RM
Net gains/(losses) on:
Fair value through profit or loss
– Mandatorily required by MFRS 9 28,840 100,224
Financial assets measured at amortised cost 2,185,257 3,146,807
Financial liabilities measured at amortised cost (1,223,757) (534,507)
990,340 2,712,524
The Company has exposure to the following risks from its use of financial instruments:
• Credit risk
• Liquidity risk
• Market risk
Credit risk is the risk of a financial loss if a customer or counterparty to a financial instrument fails to meet
its contractual obligations. The Company’s exposure to credit risk arises principally from trade and other
receivables. There are no significant changes as compared to prior periods.
Trade receivables
Risk management objectives, policies and processes for managing the risk
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.
Credit evaluations are performed on customers requiring credit over a certain amount.
At each reporting date, the Company assesses whether any of the trade receivables is credit impaired.
The gross carrying amounts of credit impaired trade receivables are written off (either partially or full) when
there is no realistic prospect of recovery. This is generally the case when the Company determines that the
debtor does not have assets or sources of income that could generate sufficient cash flows to repay the
amounts subject to the write-off. Nevertheless, trade receivables that are written off could still be subject to
enforcement activities.
As at the end of the reporting period, the maximum exposure to credit risk arising from receivables is represented
by the carrying amounts in the statement of financial position.
82
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The Company determines concentrations of credit risk by monitoring the country profile of its trade receivables
on an ongoing basis. The trade receivables concentration profile at the reporting date is as follows:
2022 2021
RM % of total RM % of total
By country:
Malaysia 22,415,262 50% 19,606,514 42%
Indonesia 8,494,813 19% 8,418,738 18%
Middle East 2,720,528 6% 4,291,494 9%
Singapore 607,003 1% 1,340,110 3%
Thailand 4,467,316 10% 4,039,812 9%
Japan 647,399 1% 977,252 2%
Other countries 5,781,408 13% 7,759,772 17%
45,133,729 100% 46,433,692 100%
The Company’s objective is to seek continual revenue growth while minimising losses incurred due to increased
credit risk exposure. The Company trades only with recognised and creditworthy third parties. It is the Company’s
policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In
addition, receivable balances are monitored on an ongoing basis. For export sales, the Company does not
offer credit terms without appropriate approval.
An impairment analysis is performed at each reporting date using a provision matrix to measure Expected
Credit Losses (“ECLs”). The customers with similar loss patterns are grouped together. The provision rates based
on the days past due are then applied to these groupings. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the
reporting date about past events, current conditions and forecasts of future economic conditions.
The provision matrix is derived based on the Company’s historical observed default rates. The historical
observed default rates are updated at every reporting date.
The following table provides information about the exposure to credit risk and ECLs for trade receivables which
are grouped together as they are expected to have similar risk nature.
As at the end of reporting period, two (2021: two) major customers with respective receivables equals or more
than 10% of the Company’s total trade receivables’ balance and contributed, in aggregate, 24% (2021: 25%)
to the Company’s total trade receivables’ balance.
83
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Gross
carrying Expected Net
amount credit loss balance
RM RM RM
2022
Current (not past due) 35,666,336 - 35,666,336
Past due 0-30 days 8,890,288 - 8,890,288
Past due 31-60 days 443,713 - 443,713
Past due 61-90 days 120,841 - 120,841
Past due 91-120 days 12,887 - 12,887
Past due more than 120 days (336) - (336)
45,133,729 - 45,133,729
Credit impaired
Past due more than 365 days 9,337 (9,337) -
45,143,066 (9,337) 45,133,729
2021
Current (not past due) 37,672,333 - 37,672,333
Past due 1-30 days 8,030,683 - 8,030,683
Past due 31-60 days 618,119 - 618,119
Past due 61-90 days 78,191 - 78,191
Past due 91-120 days 29,434 - 29,434
Past due more than 120 days 4,932 - 4,932
46,433,692 - 46,433,692
Credit impaired
Past due more than 365 days 31,033 (31,033) -
46,464,725 (31,033) 46,433,692
The movements in the allowance for impairment in respect of trade receivables during the year are shown as
below:
2022 2021
RM RM
At 1 April 31,033 21,805
Movement during the year:
Provision of expected credit loss 716 19,505
Reversal of expected credit loss (16,852) (10,277)
84
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The cash and cash equivalents are held with banks. As at the end of the reporting period, the maximum
exposure to credit risk is represented by their carrying amounts in the statement of financial position.
These banks have low credit risks. In addition, some of the bank balances are insured by government agencies.
Consequently, the Company is of the view that the loss allowance is not material and hence, it is not provided
for.
Other receivables
Credit risks on other receivables are mainly arising from advances paid to suppliers and staff loan. The Company
monitors the exposure to credit risk on individual basis.
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying
amounts in the statement of financial position.
As at the end of the reporting period, the Company did not recognise any allowance for impairment losses.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The
Company’s exposure to liquidity risk arises principally from its various payables and loan and borrowing.
The Company maintains a level of cash and bank balances deemed adequate by the management to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.
It is not expected that the cash flows included in the maturity analysis could occur significantly earlier, or at
significantly different amounts.
85
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Maturity analysis
The table below summarises the maturity profile of the Company’s financial liabilities as at the end of the
reporting period based on undiscounted contractual payments:
Contractual
Carrying interest Contractual Under 1-2 2-5
amount rate cash flow 1 year years years
RM % RM RM RM RM
2022
Non-derivative financial
liabilities
Loan and borrowing 99,922,583 3.00-3.02 107,132,192 11,333,333 35,715,525 60,083,334
Trade and other payables 100,633,372 - 100,633,372 100,633,372 - -
Lease liabilities 1,109,446 - 1,109,446 696,946 295,500 117,000
Derivative financial
liabilities
Forward exchange
contracts (gross settled)
Outflow - - 57,798,071 57,798,071 - -
Inflow (313,367) - (58,111,438) (58,111,438) - -
2021
Non-derivative financial
liabilities
Loan and borrowing 99,781,796 2.97-3.02 110,179,000 2,999,260 11,353,333 95,826,407
Trade and other payables 90,116,644 - 90,116,644 90,116,644 - -
Lease liabilities 886,222 - 886,222 616,876 235,346 34,000
Derivative financial
liabilities
Forward exchange
contracts (gross settled)
Outflow - - 43,902,888 43,902,888 - -
Inflow (342,207) - (44,245,095) (44,245,095) - -
86
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and other
prices that will affect the Company’s financial position or cash flows.
The Company is exposed to foreign currency risk on sales, purchases and cash and cash equivalents that are
denominated in a currency other than the functional currency of the Company. The currencies giving rise to
this risk are primarily U.S Dollar (“USD”), Japanese Yen (“JPY”), Euro (“EUR”) and Singapore Dollar (“SGD”).
Risk management objectives, policies and processes for managing the risk
The Company hedged 96% (2021: 98%) and 84% (2021: 84%) of its foreign currency denominated sales and
purchases of raw materials respectively for which firm commitments existed at the reporting date.
The Company uses forward currency contracts to eliminate the currency exposures for which settlement
is anticipated more than one month after the Company has entered into a firm commitment for a sale
or purchase. The forward currency contracts must be in the same currency as the hedged item. It is the
Company’s policy not to enter into forward contracts until a firm commitment is in place. Most of the forward
exchange contracts have maturities of less than one year after the end of the reporting period. Where
necessary, the forward exchange contracts are rolled over at maturity. The Company does not designate
derivatives as hedging instruments under hedge accounting model.
The Company’s exposure to foreign currency (a currency other than the functional currency of the Company)
risk, based on carrying amounts as at the end of the reporting period are as follows:
Denominated in
USD JPY EUR SGD
RM RM RM RM
2022
Balances recognised in the statement
of financial position
Trade receivables 22,226,871 - - 614,627
Cash and cash equivalents 20,914,866 - - 5,427,836
Trade payables (42,400,881) (888,025) (338,925) -
Net exposure 740,856 (888,025) (338,925) 6,042,463
2021
Balances recognised in the statement
of financial position
Trade receivables 25,175,084 - - 1,351,761
Cash and cash equivalents 15,553,417 - - 2,590,024
Trade payables (17,788,304) (1,419,752) (2,988,307) -
Net exposure 22,940,197 (1,419,752) (2,988,307) 3,941,785
87
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The following table demonstrates the sensitivity of the Company’s profit before tax to a reasonably possible
change in the USD, JPY, EUR and SGD exchange rates against the respective foreign currencies using
average of 5 years fluctuations with all other variables held constant.
2022 2021
RM RM
Profit Profit
before tax before tax
USD/RM - strengthened 2% (2021: 2%) 14,817 458,804
- weakened 2% (2021: 2%) (14,817) (458,804)
JPY/RM - strengthened 2% (2021: 2%) (17,761) (28,395)
- weakened 2% (2021: 2%) 17,761 28,395
EUR/RM - strengthened 2% (2021: 2%) (6,779) (59,766)
- weakened 2% (2021: 2%) 6,779 59,766
SGD/RM - strengthened 2% (2021: 2%) 120,849 78,836
- weakened 2% (2021: 2%) (120,849) (78,836)
The Company’s fixed rate borrowings are exposed to a risk of change in their fair values due to changes in
interest rates. Short term receivables and payables are not significantly exposed to interest rate risk.
Risk management objectives, policies and processes for managing the risk
The Company does not hedge its interest rate exposure and the management monitors these exposures on
an ongoing basis.
The interest rate profile of the Company’s significant interest-bearing financial instruments, based on carrying
amounts as at the end of the reporting period, was:
2022 2021
RM RM
Financial liabilities
Lease liabilities (1,109,446) (886,222)
Loan and borrowing (99,922,583) (99,781,796)
(101,032,029) (100,668,018)
The Company does not account for any fixed rate financial assets and liabilities at fair value through profit
or loss. Therefore, a change in interest rates at the end of the reporting period would not affect profit or loss.
88
30. FINANCIAL INSTRUMENTS (CONT’D)
The carrying amounts of cash and cash equivalents, short term receivables and payables, approximate fair value due to the relatively short term nature
of these financial instruments.
2022
Financial assets
Liquid investments - 48,914,051 - 48,914,051 - - - - 48,914,051 48,914,051
Staff loans - - 2,858,495 2,858,495 - - - - 2,858,495 2,858,495
For The Financial Year Ended 31 March 2022
Financial liabilities
NOTES TO THE FINANCIAL STATEMENTS
2021
Financial assets
Liquid investments - 99,589,931 - 99,589,931 - - - - 99,589,931 99,589,931
Derivative financial assets - 100,395 - 100,395 - - - - 100,395 100,395
Staff loans - - 2,363,221 2,363,221 - - - - 2,363,221 2,363,221
Financial liabilities
Derivative financial liabilities - 442,602 - 442,602 - - - - 442,602 442,602
Loan and borrowing - - - - - - 99,363,686 99,363,686 99,363,686 99,781,796
89
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Level 2 fair value is estimated using inputs other than quoted prices included within Level 1 that are observable
for the financial assets or financial liabilities, either directly or indirectly.
Derivatives
The fair value of forward currency contracts are valued using a valuation technique with market observable
inputs. The most frequently applied valuation techniques include forward pricing using present value calculations.
The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and
forward rates.
Fair value, which is determined for disclosure purposes, is calculated based on the present value of future
principal and interest cash flows, discounted at the market rate of interest at the end of the reporting period.
The fair value of an asset to be transferred between levels is determined as of the date of the event or change
in circumstances that caused the transfer.
There has been no material transfer between Level 1 and 2 fair values during the financial year (2021: no transfer
in either directions).
The following table shows the valuation technique used in the determination of fair values within Level 3.
Loan and Discounted cash flows using a rate based on the current market rate of borrowing of the
borrowing Company at the reporting date.
Staff loans Discounted cash flows using a rate based on the current market rate of borrowing at the
reporting date.
90
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The primary objective of the Company’s capital management is to ensure that it maintains a sustainable capital
position in order to support its business and operations.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during
the years ended 31 March 2022 and 31 March 2021.
For the purposes of these financial statements, parties are considered to be related to the Company if the Company
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 Company and the party are subject
to common control. Related parties may be individuals or other entities.
Related parties also include key management personnel defined as those persons having authority and responsibility
for planning, directing and controlling the activities of the Company either directly or indirectly. The Executive
Directors of the Company are the key management personnel. The compensation of key management personnel
during the year is disclosed in Note 21.
The Company has related party relationship with its ultimate holding company, related companies and key
management personnel.
In addition to the transactions detailed elsewhere in the financial statements, the Company had the following
transactions with related parties during the year. Related party transactions have been entered into in the normal
course of business under negotiated terms. The balances related to the below transactions are shown in Note 6 and
Note 16.
2022 2021
RM RM
91
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Consumer business segment consists of manufacture and distribution of consumer products including
“Aji-nomoto”, flavour seasoning “Tumix”, menu seasoning “Seri Aji” and other seasonings. Industrial business
segment consists of manufacture and distribution of monosodium glutamate for industry-use, industrial
seasonings and related products.
Consumer Industrial
business business
segment segment Total
RM RM RM
At 31 March 2022
Revenue 347,124,522 137,553,018 484,677,540
Results
Segment profit 3,258,445 18,459,859 21,718,304
Interest income 1,171,680
Distribution from liquid investments 1,181,997
Gain on disposal of property, plant and equipment 214,278
Profit before tax 24,286,259
Tax expense (7,290,034)
Profit for the year 16,996,225
At 31 March 2021
Revenue 309,878,119 133,241,132 443,119,251
Results
Segment profit 29,283,152 28,147,329 57,430,481
Interest income 1,661,892
Distribution from liquid investments 1,956,977
Gain on disposal of property, plant and equipment 206,489
Profit before tax 61,255,839
Tax expense (14,753,522)
Profit for the year 46,502,317
92
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Consumer Industrial
business business
segment segment Total
RM RM RM
At 31 March 2022
Assets
Segment assets 440,635,672 285,496,466 726,132,138
Current tax assets 4,304,721
Deferred tax assets 578,726
Total assets 731,015,585
Liabilities
Segment liabilities 197,500,533 27,528,574 225,029,107
Total liabilities 225,029,107
Other segment information
Capital expenditure 55,696,769 42,568,527 98,265,296
Depreciation of property, plant and equipment 10,408,604 7,955,200 18,363,804
Amortisation of intangible assets 1,218,829 931,540 2,150,369
Depreciation of right-of-use assets 753,646 576,005 1,329,651
At 31 March 2021
Assets
Segment assets 434,639,488 288,674,533 723,314,021
Deferred tax assets 4,214,670
Total assets 727,528,691
Liabilities
Segment liabilities 171,271,588 41,323,038 212,594,626
Current tax liabilities 2,621,820
Total liabilities 215,216,446
93
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Segmental reporting by geographical regions has only been prepared for revenue as the Company’s assets
are located in Malaysia. Sales to external customers disclosed in geographical segments are based on the
geographical location of its customers.
Other
Middle Asian
Malaysia East countries Others Total
RM RM RM RM RM
Revenue
2022 279,764,809 79,913,351 117,523,406 7,475,974 484,677,540
94
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STATEMENT
BY DIRECTORS
PURSUANT TO SECTION 251(2) OF THE COMPANIES ACT 2016
In the opinion of the Directors, the financial statements set out on pages 46 to 94 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia so as to give a true and fair view of the financial position of the Company as at 31 March
2022 and of its financial performance and cash flows for the financial year then ended.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Kuala Lumpur
Date: 29 June 2022
STATUTORY
DECLARATION
PURSUANT TO SECTION 251(1)(B) OF THE COMPANIES ACT 2016
I, Heng Wai Shen, the officer primarily responsible for the financial management of Ajinomoto (Malaysia) Berhad, do
solemnly and sincerely declare that the financial statements set out on pages 46 to 94 are, to the best of my knowledge
and belief, correct and I make this solemn declaration conscientiously believing the declaration to be true, and by virtue
of the Statutory Declarations Act, 1960.
Before me:
95
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Opinion
We have audited the financial statements of Ajinomoto (Malaysia) Berhad (“the Company”), which comprise the
statement of financial position as at 31 March 2022, and the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the financial year then ended, and notes to the financial
statements, including a summary of significant accounting policies, as set out on pages 46 to 94.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company
as at 31 March 2022, and of its financial performance and cash flows for the financial year then ended in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act 2016 in Malaysia.
We conducted our audit in accordance with approved standards on auditing in Malaysia and International Standards
on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of
the Financial Statements section of our auditors’ report. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the By-Laws (on Professional Ethics, Conduct and Practice)
of the Malaysian Institute of Accountants (“By-Laws”) and the International Ethics Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International Independence Standards) (“IESBA
Code”) and we have fulfilled our other ethical responsibilities in accordance with the By-Laws and the IESBA code.
Key audit matter is the matter that, in our professional judgement, was of most significance in our audit of the financial
statements of the Company for the current financial year. This matter was addressed in the context of our audit of the
financial statements of the Company as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on the matter.
Revenue recognition
Refer to Note 2(k) - Significant accounting policies: Revenue and other income - Revenue and Note 18 - Revenue
During the financial year, the Company recognised revenue from sales of goods amounting to RM484,677,540.
We identified revenue recognition to be a key audit matter as revenue represents the most significant amount in the
Company. We consider the high volume of transactions to be a possible cause of higher risk of material misstatements in
respect of the timing and amount of revenue recognised.
We performed the following audit procedures, among others, around revenue recognition:
• We have evaluated and tested the design, implementation and operating effectiveness on the controls of the
revenue;
• We have developed an expectation of the current year revenue taking into consideration cash receipts, movements
in receivable balances and other transaction costs. We then compared this expectation with actual results;
• We assessed sales transactions taken place before and after the reporting date as well as credit notes issued
subsequent to end of reporting period to ascertain whether the revenue was recognised in the correct accounting
period; and
• We have circularised trade receivables’ confirmation for selected debtors and checked to relevant delivery/
shipping documents when debtors are unresponsive.
96
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Information Other than the Financial Statements and Auditors’ Report Thereon
The Directors of the Company are responsible for the other information. The other information comprises the information
included in the annual report, but does not include the financial statements of the Company and our auditors’ report
thereon.
Our opinion on the financial statements of the Company does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial statements of the Company, our responsibility is to read the annual report and,
in doing so, consider whether the annual report is materially inconsistent with the financial statements of the Company
or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of the annual report, we are required to report that fact.
We have nothing to report in this regard.
The Directors of the Company are responsible for the preparation of financial statements of the Company that give a true
and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the requirements of the Companies Act 2016 in Malaysia. The Directors are also responsible for such internal control
as the Directors determine is necessary to enable the preparation of financial statements of the Company that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements of the Company, the Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements of the Company as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with approved standards on auditing in Malaysia and International Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
As part of an audit in accordance with approved standards on auditing in Malaysia and International Standards on
Auditing, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements of the Company, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
internal control of the Company.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial
statements of the Company or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
97
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
• Evaluate the overall presentation, structure and content of the financial statements of the Company, including the
disclosures, and whether the financial statements of the Company represents the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding
independence, and communicate with them all relationships and other matters that may reasonably be thought to bear
on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Directors, we determine those matters that were of most significance in the
audit of the financial statements of the Company for the current financial year and are therefore the key audit matter.
We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditors’ report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Other Matters
1. The financial statements of the Company as at and for the financial year ended 31 March 2021 were audited by
another auditor who expressed an unmodified opinion on those statements on 30 July 2021.
2. This report is made solely to the member of the Company, as a body, in accordance with Section 266 of the
Companies Act 2016 in Malaysia and for no other purpose. We do not assume responsibility to any other person for
the content of this report.
Date:
98
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
LIST OF
PROPERTIES
AS AT 31 MARCH 2022
Land and building 8 & 8A, 1 unit double 1,680 Freehold 1984 46 years 71,525
Lorong 1, Jalan Shahbandar, storey shophouse sq. ft. (Revaluation)
Bandar Penggaram,
Batu Pahat
Land and buildings Lot 5710, Office, 536,376 Leasehold 1984 57 years 8,696,542
Jalan Kuchai Lama, Petaling, warehouse and sq. ft. expiring on (Revaluation)
Kuala Lumpur factory complex 18.12.2067
Land and buildings Lot 5710, Office, 172,640 Leasehold 1984 52 years 3,252,133
Jalan Kuchai Lama, Petaling, warehouse and sq. ft. expiring on (Revaluation)
Kuala Lumpur factory complex 5.7.2067
Land and buildings Lot 5710, Mining pool 238,084 Leasehold 1984 57 years 1,519,978
Jalan Kuchai Lama, Petaling, sq. ft. expiring on (Revaluation)
Kuala Lumpur 2062
Land and buildings Lot 5710, Factory complex 84,380 Leasehold 1992 30 years 1,625,632
Jalan Kuchai Lama, Petaling, sq. ft. expiring on
Kuala Lumpur 15.3.2073
Land and buildings Lot 5710, Office, 36,329 Leasehold 1992 30 years 121,961
Jalan Kuchai Lama, Petaling, warehouse and sq. ft. expiring on
Kuala Lumpur factory complex 6.3.2064
Land and buildings Industrial land 60,848 Leasehold 2003 17 years 2,188,787
Lot 47088, Jalan Kuchai Lama, and store sq. ft. expiring on
Petaling, Kuala Lumpur 20.1.2074
Land & Buildings Land Lot Office, 2,015,206 Freehold 2019 3 years 261,557,459
No. 1402, Bandar Baru Enstek, warehouse and sq.ft.
Daerah Seremban, factory complex
Negeri Sembilan
99
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Sixty-First (“61st”) Annual General Meeting (“AGM”) of the Company will be held on a
virtual basis hosted on Securities Services e-Portal at https://sshsb.net.my/ at the broadcast venue at Ajinomoto (Malaysia)
Berhad, Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur on Tuesday, 30 August 2022 at 10:00 a.m. for the
following purposes:-
2. To approve the payment of Directors’ fees amounting to RM282,333 for the financial year (Resolution 1)
ended 31 March 2022.
3. To approve the payment of Directors’ benefits up to an amount of RM650,000 from 31 August (Resolution 2)
2022 until the date of the next Annual General Meeting of the Company.
4. To re-elect the following Directors who are due to retire pursuant to Clause 120 of the
Company’s Constitution and being eligible, have offered themselves for re-election:-
5. To re-appoint Messrs. KPMG PLT as Auditors of the Company until the conclusion of the (Resolution 7)
next Annual General Meeting of the Company and to authorise the Directors to fix their
remuneration.
As Special Business
To consider and if thought fit, with or without any modification, to pass the following Ordinary
Resolutions: -
6. ORDINARY RESOLUTION NO. 1:
“THAT subject always to the Companies Act 2016 (“the Act”), the Constitution of the Company
and the approvals from Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other
relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered pursuant to the Act, to issue and allot shares in the capital of the Company
from time to time at such price and upon such terms and conditions, for such purposes and
to such person or persons whomsoever the Directors may in their absolute discretion deem fit
provided always that the aggregate number of shares issued pursuant to this resolution does
not exceed ten percent (10%) of the total number of issued shares of the Company for the
time being;
AND THAT the Directors be and are also empowered to obtain the approval for the listing of
and quotation for the additional shares so issued on Bursa Securities; AND FURTHER THAT such
authority shall commence immediately upon the passing of this resolution and continue to be
in force until the conclusion of the next Annual General Meeting of the Company.”
100
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
“THAT subject to the provisions of the Bursa Malaysia Securities Berhad Main Market Listing
Requirements, approval be and is hereby given for the Proposed Renewal of Existing
Shareholders’ Mandate for the Company to enter into and to give effect to the category of
the recurrent transactions of a revenue or trading nature from time to time with the Related
Party as specified in Section 2.3 of the Circular to Shareholders dated 28 July 2022, provided
that such transactions are:-
(iii) carried out in the ordinary course of business on normal commercial terms which are not
more favourable to the Related Parties than those generally available to the public; and
(the “Mandate”);
AND THAT such authority shall commence upon the passing of this resolution and shall
continue to be in force until:-
(i) the conclusion of the next Annual General Meeting of the Company following the
general meeting at which such mandate was passed, at which time it will lapse, unless
by a resolution passed at the next Annual General Meeting, the authority is renewed;
(ii) the expiration of the period within which the next Annual General Meeting after that
date it is required to be held pursuant to Section 340(2) of the Companies Act 2016 (but
shall not extend to such extension as may be allowed pursuant to Section 340(4) of the
Companies Act 2016); or
AND FURTHER THAT the Directors be authorised to complete and do all such acts and
things (including executing all such documents as may be required), as they may consider
expedient or necessary to give effect to the Mandate.”
8. ORDINARY RESOLUTION NO. 3 (Resolution 10)
- RETENTION OF TAN SRI DATO’ (DR.) TEO CHIANG LIANG AS AN INDEPENDENT DIRECTOR
“THAT subject to the passing of Resolution no. 3, Tan Sri Dato’ (Dr.) Teo Chiang Liang who has
served the Board as an Independent Director of the Company for a cumulative term of more
than nine (9) years since 28 June 2001 be and is hereby retained as an Independent Director
of the Company.”
9. ORDINARY RESOLUTION NO. 4 (Resolution 11)
- RETENTION OF MR. KOAY KAH EE AS AN INDEPENDENT DIRECTOR
“THAT subject to the passing of Resolution no. 4, Mr. Koay Kah Ee who has served the Board
as an Independent Director of the Company for a cumulative term of more than nine (9)
years since 15 November 2007 be and is hereby retained as an Independent Director of the
Company.”
101
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Kuala Lumpur
Dated : 28 July 2022
Explanatory Notes: -
For the purpose of determining the eligibility of the Director to stand for re-election at the 61st AGM of the Company,
the Board of Directors through its Nomination Committee had reviewed and assessed each of the retiring Directors
from the annual assessment and evaluation of the Board of Directors for the financial year ended 31 March 2022.
Based on the results of the annual evaluations, the Board of Directors is satisfied with the performance and
contributions of the retiring Directors namely, Tan Sri Dato’ (Dr.) Teo Chiang Liang, Mr. Koay Kah Ee, Mr. Dominic Aw
Kian-Wee and Puan Norani binti Sulaiman, and supports the re-election based on the following considerations:
(i) able to meet the Board of Directors’ expectations in terms of character, experience, integrity, competency and
time commitment in discharging their roles as Directors of the Company;
(ii) exercised due care and carried out professional duties proficiently; and
(iii) level of independence demonstrated by the Independent Non-Executive Director, where relevant.
The retiring Directors have consented to their re-election and abstained from deliberations and decisions on their
own eligibility to stand for re-election at the meetings of the Board and Nomination Committee, where relevant.
The Company had been granted a general mandate on the authority to issue shares pursuant to the Companies
Act 2016 by its shareholders at the Sixtieth Annual General Meeting of the Company held on 20 September 2021
(hereinafter referred to as the “Previous Mandate”). The Company wishes to renew the said mandate at the 61st
AGM of the Company (hereinafter referred to as the “New Mandate”).
The Previous Mandate granted by the shareholders had not been utilised and hence no proceed was raised
therefrom.
The purpose to seek the New Mandate is to provide flexibility to the Company for allotment of shares for any possible
fund raising activities for the purpose of funding working capital without convening a general meeting as it would be
both time and cost-consuming to organise a general meeting.
102
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
3. Resolution 9 - Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature (hereinafter referred to as “the Proposal”)
The Proposal will enable the Company and its affiliated companies to enter into any of the recurrent related party
transactions of a revenue or trading nature which are necessary for the Company’s day-to-day operations, subject
to the transactions being in the ordinary course of business and on normal commercial terms which are not more
favourable to the related parties than those generally available to the public and are not to the detriment of the
minority shareholders of the Company.
Please refer to the Circular to Shareholders dated 28 July 2022 for more information.
4. Resolution 10 - Retention of Tan Sri Dato’ (Dr.) Teo Chiang Liang as an Independent Director
Tan Sri Dato’ (Dr.) Teo Chiang Liang (“Tan Sri Teo”) was appointed as an Independent Director of the Company on
28 June 2001 and has served the Board for a cumulative term of more than nine (9) years in this capacity. The Board
of Directors of the Company through the Nomination Committee, after having assessed the independence of Tan Sri
Teo, regards him to be independent based amongst others, the following justifications, and recommends that Tan Sri
Teo be retained as an Independent Director of the Company subject to the approval from the shareholders of the
Company through a two-tier voting process as described in the Guidance to Practice 5.3 of the Malaysian Code on
Corporate Governance:-
(a) Tan Sri Teo has fulfilled the definition of an independent director as set out under Paragraph 1.01 of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements
• is not an executive director of the Company or any related corporation of the Company (each corporation
is referred to as “said Corporation”);
• has not been within the last 3 years and is not an officer (except as an independent director) of the
said Corporation (“officer” includes a director, secretary, employee, receiver who is also a manager not
appointed by the Court, and liquidator not appointed by the Court or creditors);
• is not a major shareholder of the said Corporation;
• is not a family member of any executive director, officer or major shareholder of the said Corporation;
• is not acting as a nominee or representative of any executive director or major shareholder of the said
Corporation;
• has not been engaged as an adviser by the said Corporation under such circumstances as prescribed
by the Exchange or is not presently a partner, director (except as an independent director) or major
shareholder, as the case may be, of a firm or corporation which provides professional advisory services to
the said Corporation under such circumstances as prescribed by the Exchange; or
• has not engaged in any transaction with the said Corporation under such circumstances as prescribed by
the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or
corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said
Corporation under such circumstances as prescribed by the Exchange;
(b) Tan Sri Teo has not been involved in any business or other relationship which could hinder the exercise of
independent judgement, objectivity or his ability to act in the best interests of the Company;
(c) Tan Sri Teo has no potential conflict of interest, whether business or non-business related with the Company;
(d) Tan Sri Teo has not established or maintained any significant personal or social relationship, whether direct
or indirect, with the Managing Director/Chief Executive Officer and Executive Directors, major shareholders
or management of the Company (including their family members) other than normal engagements and
interactions on a professional level consistent with his duties and expected of him to carry out his duties as an
independent director; and
(e) Tan Sri Teo does not derive any remuneration and other benefits apart from Directors’ fees that are approved
by shareholders.
103
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Mr. Koay Kah Ee (“Mr. Koay”) was appointed as an Independent Director of the Company on 15 November 2007
and has served the Board for a cumulative term of more than nine (9) years in this capacity. The Board of Directors
of the Company through the Nomination Committee, after having assessed the independence of Mr. Koay,
regards him to be independent based amongst others, the following justifications, and recommends that Mr. Koay
be retained as an Independent Director of the Company subject to the approval from the shareholders of the
Company through a two-tier voting process as described in the Guidance to Practice 5.3 of the Malaysian Code on
Corporate Governance:-
(a) Mr. Koay has fulfilled the definition of an independent director as set out under Paragraph 1.01 of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements
• is not an executive director of the Company or any related corporation of the Company (each corporation
is referred to as “said Corporation”);
• has not been within the last 3 years and is not an officer (except as an independent director) of the
said Corporation (“officer” includes a director, secretary, employee, receiver who is also a manager not
appointed by the Court, and liquidator not appointed by the Court or creditors);
• is not a major shareholder of the said Corporation;
• is not a family member of any executive director, officer or major shareholder of the said Corporation;
• is not acting as a nominee or representative of any executive director or major shareholder of the said
Corporation;
• has not been engaged as an adviser by the said Corporation under such circumstances as prescribed
by the Exchange or is not presently a partner, director (except as an independent director) or major
shareholder, as the case may be, of a firm or corporation which provides professional advisory services to
the said Corporation under such circumstances as prescribed by the Exchange; or
• has not engaged in any transaction with the said Corporation under such circumstances as prescribed by
the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or
corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said
Corporation under such circumstances as prescribed by the Exchange;
(b) Mr. Koay has not been involved in any business or other relationship which could hinder the exercise of
independent judgement, objectivity or his ability to act in the best interests of the Company;
(c) Mr. Koay has no potential conflict of interest, whether business or non-business related with the Company;
(d) Mr. Koay has not established or maintained any significant personal or social relationship, whether direct or
indirect, with the Managing Director/Chief Executive Officer and Executive Directors, major shareholders
or management of the Company (including their family members) other than normal engagements and
interactions on a professional level consistent with his duties and expected of him to carry out his duties as an
independent director; and
(e) Mr. Koay does not derive any remuneration and other benefits apart from Directors’ fees that are approved by
shareholders.
Mr. Dominic Aw Kian-Wee (“Mr. Aw”) was appointed as an Independent Director of the Company on 10 August
2010 and has served the Board for a cumulative term of more than nine (9) years in this capacity. The Board of
Directors of the Company through the Nomination Committee, after having assessed the independence of Mr.
Aw, regards him to be independent based amongst others, the following justifications, and recommends that Mr.
Aw be retained as an Independent Director of the Company subject to the approval from the shareholders of the
Company through a two-tier voting process as described in the Guidance to Practice 5.3 of the Malaysian Code on
Corporate Governance:-
104
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
(a) Mr. Aw has fulfilled the definition of an independent director as set out under Paragraph 1.01 of the Bursa
Malaysia Securities Berhad Main Market Listing Requirements
• is not an executive director of the Company or any related corporation of the Company (each corporation
is referred to as “said Corporation”);
• has not been within the last 3 years and is not an officer (except as an independent director) of the
said Corporation (“officer” includes a director, secretary, employee, receiver who is also a manager not
appointed by the Court, and liquidator not appointed by the Court or creditors);
• is not a major shareholder of the said Corporation;
• is not a family member of any executive director, officer or major shareholder of the said Corporation;
• is not acting as a nominee or representative of any executive director or major shareholder of the said
Corporation;
• has not been engaged as an adviser by the said Corporation under such circumstances as prescribed
by the Exchange or is not presently a partner, director (except as an independent director) or major
shareholder, as the case may be, of a firm or corporation which provides professional advisory services to
the said Corporation under such circumstances as prescribed by the Exchange; or
• has not engaged in any transaction with the said Corporation under such circumstances as prescribed by
the Exchange or is not presently a partner, director or major shareholder, as the case may be, of a firm or
corporation (other than subsidiaries of the Company) which has engaged in any transaction with the said
Corporation under such circumstances as prescribed by the Exchange;
(b) Mr. Aw has not been involved in any business or other relationship which could hinder the exercise of independent
judgement, objectivity or his ability to act in the best interests of the Company;
(c) Mr. Aw has no potential conflict of interest, whether business or non-business related with the Company;
(d) Mr. Aw has not established or maintained any significant personal or social relationship, whether direct or
indirect, with the Managing Director/Chief Executive Officer and Executive Directors, major shareholders
or management of the Company (including their family members) other than normal engagements and
interactions on a professional level consistent with his duties and expected of him to carry out his duties as an
independent director; and
(e) Mr. Aw does not derive any remuneration and other benefits apart from Directors’ fees that are approved by
shareholders.
1. This Agenda item is meant for discussion only, as the provision of Section 340(1)(a) of the Companies Act 2016
does not require a formal approval of the members/shareholders for the Audited Financial Statements. Hence, this
Agenda item is not put forward for voting.
2. As part of the initiatives to curb the spread of COVID-19, the 61st AGM will be conducted on a virtual basis by way of
live streaming and online remote voting via the Remote Participation and Voting (“RPV”) facilities to be provided by
SS E Solutions Sdn. Bhd. via Securities Services e-Portal’s platform at https://sshsb.net.my. Please read carefully and
follow the procedures provided in the Administrative Guide in order to register, participate and vote remotely via the
RPV facilities.
3. With the RPV facilities, the members, proxies and/or corporate representatives are strongly encouraged to exercise
their rights to participate (including to pose questions to the Chairman, Board of Directors or Management) and vote
at the 61st AGM.
As guided by the Securities Commission Malaysia’s Guidance Note and Frequently Asked Questions on the Conduct
of General Meetings for Listed Issuers and its subsequent amendments, the right to speak is not limited to verbal
communication only but includes other modes of expression. Therefore, all members, proxies and/or corporate
representatives shall communicate with the main venue of the 61st AGM via real time submission of typed texts
through a text box within Securities Services e-Portal’s platform during the live streaming of the 61st AGM as the
primary mode of communication. In the event of any technical glitch in this primary mode of communication,
members, proxies and/or corporate representatives may email their questions to eservices@sshsb.com.my during the
61st AGM. The questions and/or remarks submitted by the members, proxies and/or corporate representatives will be
responded via broadcast by the Chairman, Board of Directors and/or Management during the Meeting.
105
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
4. In respect of deposited securities, only members whose names appear in the Record of Depositors on 23 August 2022
(General Meeting Record of Depositors) shall be eligible to attend, speak and vote at this Meeting.
5. A member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person
as his proxy to exercise all or any of his rights to attend, participate, speak and vote in his stead. A member may
appoint more than one (1) proxy in relation to a meeting, provided that the member specifies the proportion of the
member’s shareholdings to be represented by each proxy, failing which the appointment shall be invalid.
6. A proxy need not be a member of the Company. There shall be no restriction as to the qualification of the proxy.
A proxy appointed to attend and vote at the Meeting of the Company shall have the same rights as the members
to attend, participate, speak and vote at the Meeting and upon appointment a proxy shall be deemed to confer
authority to demand or join in demanding a poll.
7. Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities
account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may
appoint in respect of each omnibus account it holds.
8. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or
a duly notarised certified copy of that power or authority, shall be deposited at Securities Services (Holdings) Sdn.
Bhd. of Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala
Lumpur, Wilayah Persekutuan not less than forty-eight (48) hours before the time appointed for holding the Meeting
or adjournment thereof or submitted electronically via Securities Services e-Portal at https://sshsb.net.my not later
than forty-eight (48) hours before the time set for holding the 61st AGM or any adjournment thereof. The lodging
of the Form of Proxy does not preclude a member from attending and voting remotely at the 61st AGM should he
subsequently decides to do so, provided a notice of termination of proxy authority in writing is given to the Company
and deposited at the Registered Office of the Company at Level 7, Menara Milenium, Jalan Damanlela, Pusat
Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan not less than twenty-four (24)
hours before the time stipulated for holding the 61st AGM or any adjournment thereof, and you register for RPV as
guided in the Administrative Guide. Please contact the poll administrator, SS E Solutions Sdn. Bhd., at 03-2084 9000 for
further assistance.
9. The Administrative Guide on the Conduct of a Virtual General Meeting is available for download at https://www.
ajinomoto.com.my
106
SUSTAINABILITY STATEMENT
2022
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
INTRODUCTION
This Report aligns with Ajinomoto (Malaysia) Berhad’s (“AMB” or “the Company”) commitment to create a company that
is sustainable long-term within the context of Ajinomoto Group’s Creating Shared Value (ASV) philosphy. AMB’s approach
to ASV is underpinned by Environmental, Social and Governance (ESG) parameters. The initiatives implemented also
support AMB’s role in helping to shape the world for a better future to “Eat Well, Live Well”.
AMB has been emphasising operational efficiency, minimising waste, and giving due care for the environment through
three focus areas: Reducing Carbon Dioxide (“CO2”) emissions, Reducing Food Loss, and Zero Plastic Waste.
At AMB’s soon to be opened state-of-the-art plant at Taman Enstek Halal Hub in Negeri Sembilan solar panels and rain
water harvesting have been incorporated to facilitate renewable energy generation and general cleaning respectively.
At AMB’s current plant, more environmentally friendly alternative fuel sources have been used. The Company also
transitioned from using poly-material plastic to recyclable mono-material plastic for packaging of its range of monosodium
glutamate (“MSG”) products. Furthermore, our food manufacturing processes have been enhanced, unwanted by-
products reduced, and innovative methods to recycle the organic by-products developed and deployed.
Employee safety, health and wellbeing are AMB’s priority areas as they are considered important assets of the Company.
During the Covid-19 pandemic stringent Standard Operating Procedures (“SOPs”) were enforced to prevent the spread of
the virus at the work place. AMB also introduced ‘Work Style Innovation’ initiative including flexible working arrangement
in order to reduce staffing density at the office. The Company also updated its digitalised human resource management
system to improve the efficiency and productivity of employees’ remote working arrangements.
AMB’s reputation is built upon the bedrock of robust corporate governance practices that emphasise integrity,
transparency and adherence to Government rules and regulations. In-line with the enforcement of corporate liability
for corruption by the Malaysian Anti-Corruption Commission, AMB provided employees with relevant anti-corruption
training. Furthermore, AMB conducted its annual risk management assessment to ensure risks are identified, addressed
and minimised.
Creating long-term sustainable value for shareholders and other stakeholders and care for the environment will continue
to remain on AMB’s radar as a responsible corporate citizen.
108
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
109
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
In line with Ajinomoto Group’s Mission, Vision, and the Ajinomoto Group ASV philosopy AMB is steadfast in embracing
sustainability principles underpinned by ESG parameters in its business decisions and implementation of innovative
manufacturing and business processes. In this sixth annual Sustainability Statement, we are pleased to present our
initiatives and progress in delivering long-term value to our stakeholders and remain resilient.
The above commitments will continue to be relevant and implemented after AMB moves to its new factory at Taman
Enstek in Negeri Sembilan.
Scope of Reporting
Ajinomoto’s sustainability performance from 1 April 2021 to 31 March 2022 (“FYE 31 March 2022”) is highlighted in this
Statement, and the disclosures comprise our Corporate Headquarters’ operation, Manufacturing Facilities, Marketing,
Sales and Distribution Activities.
Framework
The FYE 31 March 2022 Statement is prepared with reference to the following standards and frameworks to ensure our
stakeholders receive a concise, meaningful, and balanced report.
Reporting
Global Reporting Initiative (“GRI”) Standards
Frameworks
Feedback
Our statement is incorporated in the Company’s Annual Report, which can be accessed via AMB’s corporate website at
https://www.ajinomoto.com.my. Kindly reach out to us at https://www.ajinomoto.com.my/contact-us for any feedback
or inquiries you may have.
110
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AMB was founded in 1961 as a distributor of monosodium glutamate (‘MSG”) under the AJI-NO-MOTO® trademark
imported from its parent company in Japan. Construction of AMB’s flagship factory in Kuala Lumpur was completed in
1965 to produce MSG and other food seasoning products. As one of the pioneer and established Japanese companies
to set up in Malaysia, AMB continues to develop and expand its product line. Besides its main product MSG, AMB’s range
of AJI-NO-MOTO® products currently include all-in-one seasoning, chicken stock, sweeteners, flavoured drinks with amino
acids, and flavour-enhancing products serving end consumers and food manufacturing industries.
AMB has invested in a new state-of-the-art factory at Taman Enstek Halal Hub in Negeri Sembilan, slated to be opened
before the end of 2022.
Penang
Ipoh, Perak
Kuantan, Pahang
Kuala Lumpur
Taman Enstek,
Negeri Sembilan Head Office
Kuching, Sarawak
Malacca Town,
Malacca Johor Bahru, Sales Branches
Batu Pahat, Johor
Johor
New Factory
111
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
The ever-changing landscape and unfolding global events warrants a focused yet flexible approach towards a
sustainable future. With decades of collaborative experience and investments, and our reputation, AMB is in a strong
position to provide industry-specific solutions backed by the Group’s track record of achievements especially in amino
sciences. As a globally-recognised food brand, we strive to promote greater wellness for people worldwide through our
amino based products.
Our sustainability strategy is aligned with the Group’s ASV philosophy. The Group identified Health and Well-being, Food
Resources, and Global Sustainability as 21st-century issues. We take cognizance of these challenging issues as we make
headway in our efforts to create long term sustainable value and a resilent furture for the Company, its shareholders and
other stakeholders.
Corporate Message
Contribute to the world’s food and wellness, and to better lives for the
future
112
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Financial Financial
Our robust cash flow and
1 ✓ Please refer to Financial
balance sheet enable us to Corporate Mission: Statement Section of the
implement our corporate ➢ Contribute to the world’s Annual Report
business strategy. food and wellness, and to
better lives for the future
113
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Reduce CO2 emissions by 10% Maintain zero cases of serious 100% of management trained on
in FYE 31 March 2022, from FYE 31 accidents and zero lost-time anti-bribery and anti-corruption
March 2019 baseline injuries policy
Performance: Performance:
22.95% reduction in total food loss An average 11.8 hours of training
compared to baseline year provided to employees throughout
reporting period.
Performance: Performance:
96.2 tonnes of plastic waste Zero non-compliance regarding
reduction achieved during product quality and safety, or
reporting period labelling concerns.
Performance:
All effluent parameters recorded
were below the regulatory limits set
by the Department of Environment.
114
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Goal 3: Good Health • 100% of AMB employees are fully vaccinated against
and Wellbeing COVID-19
• Recorded a lost time injury rate of 1.27 per million hours
worked
• Promoted convenient, delicious and low-salt cooking
through virtual and physical community engagement
activity
115
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
We have a robust structure for ESG management, with diversity, skills, and experience embedded throughout. The
responsibility for driving sustainability practices throughout AMB ultimately lies with our Managing Director/Chief
Executive Officer (“MD/CEO”). He assumes oversight of AMB’s sustainability initiatives and direction,which are reviewed,
implemented and monitored by the Chief Production Officer (“CPO”).
The CPO is supported by a Sustainability Working Committee (“SWC”), which comprises representatives from nine
departments across AMB. The SWC handles all sustainability-related initiatives at the operational level, and is assisted
concurrently by our Environmental Management System (“EMS”) Committee, which focuses primarily on environmental-
related matters.
This approach ensures a sound management framework from top to bottom, and across all Company functions, as
illustrated below:-
Consists of:
Corporate
Safety and Factory Corporate Human
and Business
Environment Admin. Affairs Resources
Comm.
116
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STAKEHOLDER ENGAGEMENT
Meaningful stakeholder engagement is essential for understanding and addressing stakeholders’ concerns and
expectations in order to develop effective and conducive business strategies. AMB conducts active engagement with
our key stakeholders annually to leverage their insights in evaluating ESG risks and opportunities, prior to making business
decisions.
The six key stakeholder groups for this reporting period remain unchanged from FYE 31 March 2021. The table below
outlines each stakeholders’ key areas of interest, AMB’s response, and methods of engagement for FYE 31 March 2022:-
Customer/ Consumers
Shareholders/ Investors
Suppliers
Employees
• Governance and policy • Ajinomoto Group Shared Policy on • Annual employee survey
systems Whistle-blowing • Periodic internal meetings and
• Employee welfare • Ajinomoto Group Shared Policy on discussions
• Health, safety and Human Rights • Whistle-blower programmes
wellbeing • Conducted townhall sessions to gather when necessary
• Compensation employee feedback • Regular trainings throughout the
benchmarks • Providing comprehensive benefits to year
• Career development employees • Periodic Food Industry Employee
• Retirement planning • Salary benchmarking and review of Union (“FIEU”) meetings and
wage every three years discussions
• Extensive safety and health trainings • Daily intranet portal
including Kiken Yochi training • Internal newsletter (“SUARA”)
• Total of 8056 training hours, with an and the Ajinomoto Group’s FB
average of 11.8 hours per employee (“Workplace”)
• Implementation of ISO45001:2018 for
OHS Management
• Settlement of Collective Agreements to
maintain industrial harmony
117
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
STAKEHOLDER ENGAGEMENT
(cont’d.)
118
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Materiality is the principle that helps determine which ESG matters are important for the Company to manage or prioritised.
In FYE 31 March 2022, we re-evaluated our material sustainability matters and determined that the twelve (12) material
matters identified from the previous reporting period remained equally relevant to our business operations and stakeholders.
119
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Materiality Matrix
We evaluated the prioritisation of AMB’s management of ESG and generated a materiality matrix to effectively illustrate
the relative importance of all 12 of the Company’s material sustainability matters, as seen below:-
High
Product Responsibility
Increasing Importance to Stakeholders
and Safety
Human Rights
Water Consumption and
Conservation
Workplace Diversity and
Medium
Equal Opportunity
Employee Advancement
and Development
Medium High
Increasing Importance to AMB
Responsibility to Our Customers Caring for Our People Upholding Fair Business Practices
Increased Priorities:
The material sustainability matters that have increased in priority encompass those related to governance
and environmental topics.
A total of four material sustainability matters saw a significant increase in importance for AMB’s business and stakeholders.
All material sustainability matters relating to governance (‘Business Ethics and Integrity’ and ‘Responsible Sourcing’)
emerged as increased priorities for AMB as ESG-conscious investors and consumers have placed greater emphasis on
making positive and sustainable impacts throughout a company’s value chain.
Acknowledging the importance of ‘Waste Management’ and ‘Climate Change and Emissions’, AMB has implemented
sustainability initiatives in line with the Company’s ESG Focus areas for FYE 31 March 2022, namely, Reducing CO2
Emissions, Reducing Food Loss, and Zero Plastic Waste. We remain committed to reducing our environmental footprint
while maintaining our productivity at optimum levels and ensuring our stakeholders’ interests are safeguarded.
120
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Our products are manufactured and labelled 416: Customer Health • Customers/
according to regulatory standards to protect and Safety 2016 Consumers
consumers from health risks related to 417: Marketing and • Suppliers
allergens and foodborne illnesses. Labelling 2016 • Regulatory
Agencies and
Statutory Bodies
Customer Satisfaction
Human Rights
121
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Responsible Sourcing
Our ability to engage and evaluate suppliers 2-6: Activities, value • Suppliers
in the procurement process enables us to chain and • Local
identify and mitigate any risks posed by our other business Communities,
supply chain. relationships NPOs and
204: Procurement Academic
Practices 2016 Institutions
122
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Waste Management
123
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
We uphold fair business practices by embracing an ethical business culture, integrity and maintaining high corporate
governance standards in our business operation. Based upon this, employees’ and other stakeholders’ confidence and
trust in the Company and Management is further enhanced.
Code of Conduct
The Code addresses the Company’s expectations on the standards of professional conduct when
doing business on behalf of AMB. The Code acts as a central guide and point of reference to
support day-to-day decision-making. The scope of AMB’s Code encompasses a wide range of
issues including environment, human rights, product quality, and business transactions.
Whistleblowing Policy
We have an AMB Whistle-blowing Policy which provides a safe avenue for employees to report
illegal or inappropriate conduct within AMB. The whistle-blower will be protected from potential
reprisals and corrective and preventive measures will be implemented should investigations reveal
improper conduct.
The Policy outlines AMB’s zero-tolerance stance for Board members, employees and business
associate to engage with improper solicitation, bribery and other corrupt acts in line with the
Malaysian Anti-Corruption Commission (“MACC”) Act 2009.
These policies are communicated to our employees through onboarding programmes, workshops, and the intranet. To
ensure alignment with the latest government mandates, we review our whistle-blowing and ethical policies periodically
or upon the announcement of new updates. Training provided to employees on anti-corruption and bribery practices is
summarised below:-
AMB’s Grievance Mechanism is communicated to our employees via onboarding programmes and in-house training,
while external stakeholders can access it via our corporate website. We are pleased to state that there were no cases of
grievance, corruption nor misconduct reported through our internal Grievance Mechanism or Whistleblowing channels
respectively during this reporting year.
In addition to the above, we also adopt a proactive approach to identify, analyze, and address any potential corruption
risk within our operations.
This falls under the purview of our Risk Management Committee, which conducts an annual Risk Management Assessment
and report to the Board. No significant risk of corruption was identified for FYE 31 March 2022.
124
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Responsible Sourcing
AMB is committed to responsible sourcing and outsourcing for goods and services as per AMB’s terms and conditions for
appointment of product/material suppliers and service providers (“Suppliers”) which include stringent quality standards
for products and services to be supplied.
Our purchasing principles provide a framework to guide us in selecting our Suppliers. The selection is based on a
comprehensive evaluation; including Suppliers’ facilities, overall product pricing, delivery lead times, and quality. AMB’s
Policy for Suppliers is set in place to ensure appointed suppliers adhere to the following guidelines:-
06 Information Security
We did not engage any new Suppliers for this reporting period but maintained our existing 317 Suppliers such as our
raw material suppliers, original equipment manufacturers (“OEM”), and transport companies, with 81% of them being
local. We spent 31% of our annual procurement budget on local Suppliers in FYE 31 March 2022, which represents a 9%
reduction compared to the previous reporting period. This was due to the increase in bulk MSG products imported from
Ajinomoto Indonesia, which were subsequently packaged in Malaysia.
AMB also conducts yearly Supplier Audits and Supplier Evaluations to assess their product and service quality. Various
sections and departments monitor the Supplier assessment process to ensure that it is transparent, fair, and effective.
125
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Our commitment to environmental stewardship goes beyond regulatory requirements and compliance. Building upon
our sustainability action plan, we have taken a proactive approach towards enhancing ecosystem resilience and human
well-being through 3 key focus areas: Reducing CO2 Emissions, Reducing Food Loss, and Zero Plastic Waste.
We monitor our water usage monthly to detect any irregularity in our consumption. To ensure efficient water management,
daily patrols are conducted to identify and rectify any leakage immediately. Our initiatives also include water recycling
to reduce our dependency on freshwater supply.
In line with our initiatives, we successfully reduced our water consumption intensity by 3% compared to last year. However,
our total water consumption increased by 8.61% compared to the previous year due to compliance with the COVID-19
SOPs, which called for frequent cleaning of common areas.
Effluents
In addition to protecting and conserving water resources, we also treat our water before discharging, following Standard
B of Industrial Effluent Regulation 2009. Our Effluent Treatment Plant personnel closely monitor the water quality of water
discharged, supported by the Quality Section. This reporting year saw a 5.96% drop in effluent discharge intensity.
4.1
126
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Daily samplings and online monitoring are conducted to ensure that the water discharged into the environment complies
with internal and regulatory specifications. The Total Nitrogen and BOD values of our treated effluents are consistently
within the regulatory limit of 5 ppm and 10 ppm respectively.
Waste Management
Proper waste management is crucial for legislation compliance, and helps reduce the consumption of natural resources.
We adhere to the 4 R’s (Reduce, Reuse, Recycle, and Recover) principle in our recycling efforts and strive for continuous
improvement in our waste management initiatives to reduce the amount of waste generated, and disposed to landfills.
Plastic waste has been identified as a key opportunity for AMB to reduce its environmental footprint as well as contribute
to our ASV approach for value creation. Our strategic efforts toward ‘Zero Plastic Waste by 2030’ includes:-
Improvements Enhanced our quality control management to improve process yield and
reduce by-product generation
throughout Improved machine operator skills to reduce frequency of rejected products
manufacturing Optimised inventory of raw materials and finished goods through accurate
processes sales forecast
Studied and improved upon current recycling and composting method for
Recycling of rejected rejected AMB products
products Identified potential users for animal feed and fertiliser for AMB’s excess
organic material
Total food loss was recorded at 90 tonnes, which is 25 tonnes greater than FYE 31 March 2021 due to the disposal of
old production samples and end of shelf live products in the warehouse, arising from prohibitions and restrictions on
distribution operations during enforcement of the Covid-19 Movement Control Order (“MCO”) restrictions. Of the 90
tonnes of food loss, 55.5 tonnes (61.7%) were recycled as animal feed, with the remaining 34.5 tonnes disposed in landfills.
This represents a 22.95% reduction in food loss compared to the baseline year of 44.78 tonnes.
For FYE 31 March 2022, the total waste generated including food loss amounted to 1,376 tonnes, of which 185 (13.44%)
tonnes were sent for disposal, and 1,191 (86.56%) tonnes were recycled. This is a 6.59% reduction in total waste generation
compared to the previous reporting period as waste management is one of the ESG focus areas. The amount of waste
sent for disposal to landfills has also decreased by 12.26% due to improvements implemented throughout the production
process.
127
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
219
314
FYE 31 FYE 31
March 2019 March 2020
1418 1450
212 185
FYE 31 FYE 31
March 2021 March 2022
1261 1191
18
13 14 13
FYE 31 March 2019 FYE 31 March 2020 FYE 31 March 2021 FYE 31 March 2022
Recycled Landfilled
128
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Effective climate change solutions requires participation from all internal stakeholders. We encourage a ‘green’ mindset
amongst our employees through sustainable office practices such as switching off electrical appliances when not in
use. To drive home the climate change message, we also ran an Energy Awareness campaign and a series of activities
organised to raise awareness and the importance of energy-saving actions in the workplace− both at our corporate
office, as well as when working from home.
The management of climate-related matters falls under our Energy Saving Team's purview which monitors and reviews
AMB’s company-wide energy consumption monthly. We typically discuss potential weaknesses or flaws identified during
reviews and implement corrective measures when necessary.
We are also planning further carbon footprint reduction in our value chain through alternative sourcing of less carbon-
intensive fuel sources, and renewable energy generation, as follows:-
Future plans to invest RM 9.8 million for solar panel To utilise natural gas as an environmentally-friendly
installations to reduce the Company’s burden on the alternative with lower carbon emissions and pollutants.
national grid.
Projected CO2 Reduction:
Projected CO2 Reduction: 1,500 Tonnes Annually
1,700 Tonnes Annually
Refrigerants are widely known for their significant impact on the ozone layer, and for climate change. Our top priority
remains tracking our refrigerant consumption rates, and routinely checking for leaks in our refrigerant distribution system
to ensure minimal impact on the environment.
We also conduct a quarterly third-party assessment of our boiler’s emission points to monitor the emission levels of NO2
and SO2. Our emission levels remain compliant with the regulatory limits outlined in the Environmental Quality (Clean Air)
Regulations 2014.
129
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Climate Impacts
In FYE 31 March 2022, our overall electricity and fuel consumption increased by 11.96% across all energy sources, which
led to an increase in GHG emissions amount of 3.01%, compared to the previous reporting period. This increase can be
attributed to our manufacturing facilities resuming operations at full capacity after COVID-19 restrictions were lifted.
14,703
14,142
13,797 13,729
However, the GHG emissions intensity for the increase in the total production volume decreased by 2.38% compared to
FYE 31 March 2021 due to our persistent efforts to improve production lines efficiency.
0.43
0.42
0.41
0.4
130
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
As a household name in food manufacturing, we strive to live up to our motto: ‘Eat Well, Live Well’. We leverage on our
60 years of experience and expertise to offer healthy and quality products for people from all walks of life.
Similar to the previous reporting period, we maintained the Food Defence and Food Fraud Programme as part of the
HACCP annual audit beyond regulatory requirements. The programme has the following annual objectives:-
Provide awareness training on the standards Adopt proposals and investment plans to
of HACCP, and conduct mock drills enhance security and monitoring
to test staff preparedness efforts during manufacturing processes
As COVID-19 persisted throughout FYE 31 March 2022, we furthered our efforts to digitise the Company’s management
systems. This reporting period saw AMB develop a custom software to manage regulatory information disclosure for our
customers, especially with product compliance. The software implementation ensures that the information we provide to
our customers is both accurate and prompt upon request.
We maintained stringent requirements when assessing all AMB products' quality and food safety. Based on established
parameters, all raw materials and finished goods were inspected at every receiving and production lot. The batch will
be rejected if any raw material or product failed to comply with AMB’s standards. Due to our stringent approach towards
product quality and safety, we recorded zero non-compliance regarding our products' quality and food safety concerns
in FYE 31 March 2022.
131
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Given the rise in health-conscious consumerism in Malaysia, responsible product marketing and labelling now play a
more prominent role in the lifestyle choices of every Malaysian. We remain resolute to AMB’s commitment in ensuring that
our labels comply with all applicable laws and regulations of Malaysia and the countries we export to, and we compose
package descriptions that are accurate, meaningful, and easily understood.
Allergen Information
02 Critical for the prevention of health complications (i.e.
01 anaphylaxis) for individuals with food allergies
05 02 Manufacturer/Supplier Certification
03 Provides assurance to consumers that the product has
been inspected and verified for quality
04 03
Safety Information
04 Communicates important information to prevent
customer injury when using the product
Nutritional Value*
05 Assists consumers in making informed purchasing
decisions that cater to their dietary needs
For this reporting period, we are currently reassessing and updating our retail product labelling to comply with the updates
as stipulated in the Malaysian Food Regulation (2020) requirements. We will implement labelling revisions required for
export countries as per regulatory changes, or upon customers’ request. For this reporting period, we have zero incidences
of non-compliance relating to our product labelling.
Customer Satisfaction
We continue to establish our
online platform and social media
presence as the primary method
of customer and community
engagement in the ‘new normal’.
Through AMB’s Livestream, we
distributed online survey forms
to gauge current customer
sentiments, and to proactively
identify potential issues relating to
our product or services. From our
customers’ participation in the
livestream, we collected 1,745
customer feedback forms, with a
positive response of approximately
99% of respondents expressing
confidence using AMB products.
132
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
We also maintained our GRASP (annual tracking on usage, attitudes and evaluation of communications regarding MSG
and Ajinomoto products) and CONTRAST (Consumer trend research) initiatives.
GRASP CONTRAST
Objective: Objective:
Reveal and understand customers’ attitudes Understand the level of awareness of select brands
towards Mono-Sodium Glutamate (“MSG”) (TUMIX®, RASA SIFU, Seri-Aji® Fried Rice, Seri-Aji®
products and their market penetration, enhancing Seasoned Flour) as well as usage and attitudes for
the image and usage purposes of MSG seasoning products in the markets AMB serves
&
Understand customers’ attitudes towards AJI-NO- Frequency:
MOTO® and study how to foster a more positive Annual
brand image to construct a solid market strategy
Sample size:
Frequency: 550 female participants aged 20 – 49
Annual
Result:
Sample size: Brand Awareness: 45% ~ 67%
300 female participants aged 20 – 39 Brand Usage Experience: 11% ~ 37%
Result:
AJI-NO-MOTO® Brand Awareness: 99%
AJI-NO-MOTO® Usage Experience: 88%
Lastly, we have developed an online consumer page, “Hi Ajinomoto MY”, which is set to increase customer loyalty
by strengthening engagement with consumers via Facebook and Instagram. The page contains information on our
products, campaigns, promotions, and updates on trending content.
133
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
An engaged and dedicated workforce is fundamental for the longevity of AMB as a progressive entity. By fostering a
healthy and all-inclusive working environment, we create opportunities for our employees to realise their full potential,
regardless of age, gender, race, or ethnicity.
Human Rights
We stand firm as a proponent of human rights across our business operations. We remain staunchly committed to
Ajinomoto Group’s Policy on Human Rights, which adheres to international standards, such as the Universal Declaration
of Human Rights, the International Labour Organisation (“ILO”) Declaration on Fundamental Principles and Rights at Work,
and the UN Global Compact.
We identified the following human rights matters as priorities for the Company:
Respect for Fundamental Labour Rights Prohibition of Child and Forced Labour
We respect our workers’ rights to collective bargaining We do not engage in child or forced labour in
and freedom of association. We are currently renewing compliance with Malaysian Labour Laws. We strictly
AMB’s collective agreement with the Food Industry abide by government-to-government agreements when
Employees’ Union set to end on June 2022 hiring foreign workers to minimise such risks.
Our commitment to human rights is outlined during On-Boarding programmes and employee briefings to ensure awareness
of Ajinomoto Group’s Human Rights Policy, and to ensure compliance. In FYE 31 March 2022, 35 employees were trained
and engaged in human rights practices to embed such values in AMB’s work culture.
134
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Senior Management - 12
Below 30 years - 182
Age Employee Management - 69
30 to 50 years - 440
Group Category Executive - 140
Above 50 years - 105
Non-Executive - 506
We enrich the Company’s human capital by attracting fresh talent through numerous comprehensive benefits that
support work-life balance, which include the following:-
135
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Reflecting AMB’s efforts to appeal as an employer of choice, we recorded a new hire and turnover rate of 11.15% and
6.84% respectively for this reporting period, as per the data trend illustrated below:-
In addition to the benefits mentioned above, we also offer paid parental leave to support working parents within AMB,
and allow for their children's care. As of March 2022, twenty-eight (28) employees (twenty male and eight female) took
paid parental leave, all of whom returned to work after their leave ended− of these 28, all but one remained in AMB’s
employment 12 months after their return.
Employee Engagement
Employee engagement is rapidly emerging as a critical indicator for stakeholders to gauge workplace satisfaction
amongst staff. Throughout the COVID-19 pandemic, AMB embraced technology as a means to create meaningful
experiences for our employees:-
136
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
To align with our shift towards flexible working arrangements, and our corporate office relocation plans in conjunction
with the move to our new factory in Taman Enstek, we implemented several ‘Work Style Innovation’ initiatives to ensure a
smooth transition without delays or disruptions:-
• Details on relocation plans • Flexi-working days (1-5 days • Digitalising our human
weekly) and times (7.30am to resource management
• This platform is for employees 10.00am); depending on the system via cloud servers
to provide valuable feedback nature of each employees’ and online documents
job for operational efficiency
on our planned arrangements
and productivity, as well as
• Enhanced facilities and minimise paper usage
support systems such as VPN
connections, laptops and an
online attendance system
In addition, AMB also promotes effective communication in a transparent, clear, and straightforward manner. We aim to
enhance staff engagement and commitment by regularly sharing company news on both the Company’s social media
platform, Workplace, and our internal newsletter, "SUARA".
* Materiality items: Factors that have significant impacts (opportunities and risks) on a company’s ability to create
value to the society. For the Ajinomoto Group, the factors is based on the identified global issues (“health and well-
being”, “food resources” and “global sustainability”) and our recent business environment.
137
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Due to the Covid-19 pandemic restrictions, we migrated a majority of our capacity-building efforts online, leveraging off
our previous year’s experience. We used a Competency Matrix and Training Needs Analysis to identify our employees’
knowledge and skills gaps, and allocate sufficient resources for training programmes to address the identified gaps.
We invested approximately RM 137,200 to deliver a diverse range of purposeful training and development programmes
to upskill our employees for this reporting period. Key training programmes that took place in FYE 31 March 2022 are as
follows:
Digital Marketing
With the increased penetration of eCommerce platforms, more consumers have resorted to online platforms
to fulfil their grocery needs. AMB has adapted to this evolving need by training our Marketing Department
staff to enhance their digital marketing skills, and to improve the Company’s online presence. These include
MasterClass and professional certification.
We emphasise maintaining the highest level of compliance with all standards and certification bodies. We
provide training for employees updated with the latest requirements. Examples include: ISO 9001, HACCP, ISO
14001, and ISO 45001.
Leadership Skills
We provide the means and opportunities for our employees to develop their leadership and functional skills,
and to enhance their decision-making abilities. We encourage aspiring employees to participate in these
programmes to develop strategic assets that will support the company's long-term growth.
8,056
6,376
11.3 11.8
138
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Training Hours
Training Hours by Gender by Employee Category
15.5
38.3 FYE 31 14.2
March 2022 8.9
29.9 16
15.2
FYE 31 13.8
10.4 10.9 36
29.5
FYE 31 35.6
AMB’s Safety Health and Environment (“SHE”) Management System is developed according to ISO 45001 standards as a
reinforcement of our commitment to employee health and safety. It serves as a comprehensive management approach
to control the Company's safety risk. Akin to the OSH Policy, the SHE Management System undergoes a third-party audit
annually to verify its effectiveness.
We established an OSH Committee to oversee all work-related hazard identification, and assessments across AMB
operations. The OSH Committee convenes every quarter to discuss relevant areas of concern and implement OSH-related
initiatives. Section representatives in the OSH Committee are the main avenue by which critical information regarding
workplace hazards is communicated to workers.
As a subsidiary company of the Ajinomoto Group, we utilise the Group’s Kiken Yochi Training (“KYT”), which bolsters our
employees’ ability to identify, assess and rectify workplace hazards which entails monthly patrols, amongst other actions.
We refer to the Hierarchy of Control when implementing risk control measures to minimise worker exposure to hazardous
conditions.
As an added step, AMB has a Stop Work Policy that empowers employees to refrain from working when they believe a
risk situation could potentially cause injury or ill health. Any complaints raised will be investigated with mitigation actions
verified and implemented by the Safety team before resuming operations.
OSH Training
Aimed at improving awareness and competency towards safer work conditions under our Behaviour Based Safety
Programme, we conduct regular health and safety training for workers across our manufacturing and distribution facilities.
Amongst the topics covered are:-
139
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
AMB’s Performance
LTIFR (Per million hours Worked)
In FYE 31 March 2022, two significant work-related injuries were
recorded out of 1,574,360 total work hours resulting in a Lost 1.42
Time Injury Frequency Rate (“LTIFR”) of 1.27 per million hours
worked; an improvement compared to previous years. We
will maintain our ongoing efforts to achieve our target of zero
LTIFR in the workplace, thereby providing for a safer space
for all. 1.28
1.27
Although much of the original Government stringent measures have been lifted, we continue to uphold several
workplace practices to safeguard the health of all employees and visitors who enter AMB offices or facilities via the
following measures:
1. Employees are subject to bi-weekly swab tests to detect potential infections as a corporate-wide measure.
2. All visitors and employees who enter AMB premises must complete the entrance procedure for contact tracing
purposes.
3. Personal protection equipment is provided to all who enter the production facilities to avoid product contamination.
Following the launch of Malaysia’s COVID-19 Immunisation Programme in March 2021, we actively supported the
Government and advocated the programme, resulting in 100% fully vaccinated AMB employees:
1. Provided special vaccination leave and in-house vaccination services through clinic collaborations.
2. Encouraged employees to take the COVID-19 booster shots to ensure continued protection
3. Amended our quarantine procedures to reduce the number of quarantine days based on employees' vaccination
status.
140
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Aligned with our ASV approach, the Company’s corporate responsibility is focused on bringing shared value to local
communities. From promoting healthy living to providing aid for the underprivileged, we continue to deploy our resources
to support community livelihoods and social programmes.
During this reporting period, we promoted healthy living under Covid-19 pandemic SOP environment through online
activities to emphasize the need to adopt a “Healthy Eating, Active Living” lifestyle. In FYE 31 March 2022, AMB conducted
an interactive and educational virtual programme called <Together, ‘Eat Well, Live Well’ with Ajinomoto (M) Berhad> via
the Zoom platform to raise awareness among Malaysians regarding the importance and benefits of preparing healthy
yet delicious meals everyday. Through this programme, participants were able to gain more knowledge on Umami and
AJI-NO-MOTO®, and had the opportunity to learn about delicious low-salt cooking through a live cooking presentation.
Together, “Eat Well, Live Well’ with Ajinomoto (M) Berhad Live Stream
The SERI-AJI® Sahur Campaign was conducted to help homemakers prepare easy and balanced diet for Sahur during
Ramadan. We carried out the campaign through social media advertisements, influencer introductions, consumer
contests, display campaigns, nutrition programmes, and corporate responsibility activities at orphanage homes.
142
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
To further demonstrate the Company’s ASV’s initiatives, AMB was one of the main sponsors of the “Malaysia-Japan All-
Stars Football Charity Match”. Yakult Malaysia organised this event to raise funds for the Malaysian Sports Association for
the Deaf (“MSDEAF”), and to support the Malaysia’s Tigers’ football players as they prepare for domestic and international
tournaments. Apart from successfully raising RM 300,000, this charity match provided a platform for AMB to support local
athletes’ health and well-being by introducing the aminoVITAL® Apple Jelly Flavoured Drink with Amino Acids to boost
their endurance, and improve their sports performance.
The COVID-19 pandemic has impacted our community profoundly. AMB stepped forward and collaborated with food
banks to make contributions to the underprivileged community, and to stamp our commitment to serving and giving
143
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
back to society. We also contributed a total of RM20,000 cash, along with AMB products to Persatuan Kebajikan Rainbow
Bridge Malaysia to be channeled to 23 elderly and children’s homes in Klang Valley through Rainbow Bridge’s food bank.
AMB also donated groceries to over 400 families in the Program Perumahan Rakyat (“PPR”) and Perumahan Awam
(“PA”) areas throughout Klang Valley via Yayasan Food Bank Malaysia (“YFBM”) as well as sahur meal sponsorship to
orphanages.
AMB upholds the importance of education in human capital development for the community and the Company. In this
regard, AMB has plans to offer full postgraduate scholarship grants in 2023 to study at selected universities in Japan.
144
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
CONCLUSION
AMB is committed to creating long term sustainable value for our shareholders and other stakeholders within the context
of ESG and to maintain our business resilience. In this respect we firmly stand by our conviction that Profits, People, Planet
(3Ps) are important ingredients for a successful sustainable future. We are thankful for the zeal, support and dedication
shown by AMB employees, enabling us to further our sustainability agenda as we uphold our commitment for society to
“Eat Well, Live Well”.
145
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
General Disclosures
Economic
Environment
146
AJINOMOTO (MALAYSIA) BERHAD 196101000252 (4295-W) | ANNUAL REPORT 2022
Social
401-2 Benefits provided to full-time employee that are not provided to temporary or part-time employee 31
403-4 Worker participation, consultation and communication on occupational health and safety 35
404-2 Programmes for upgrading employee skills and transition assistance programs 34
413-1 Operations with local community engagement, impact assessment and development programmes 37
416-1 Assessment of the health and safety impacts of product and service categories 27
416-2 Incidents of non-compliance concerning the health and safety impacts of products and services 27
417-2 Incidents of non-compliance concerning product and service information and labelling 28
147
This page is intentionally left blank
Number of Ordinary CDS Account No.
[Registration No. 196101000252 (4295-W)] Shares Held
(Incorporated in Malaysia)
I / We,
(FULL NAME AND NRIC / PASSPORT NO. / REGISTRATION NO.)
of
(FULL ADDRESS)
being a member of AJINOMOTO (MALAYSIA) BERHAD hereby appoint:-
*and
*Second Proxy “B”
Full Name (in Block):- NRIC/ Passport No.:- Proportion of
Shareholdings Represented
No. of Shares %
Full Address
100%
*or failing him/her, the CHAIRMAN OF THE MEETING, as *my / our proxy to attend and vote for *me / us and on *my / our behalf at the Sixty-First
Annual General Meeting (“AGM”) of Ajinomoto (Malaysia) Berhad to be held on a virtual basis hosted on Securities Services e-Portal at
https://sshsb.net.my/ at the broadcast venue at Ajinomoto (Malaysia) Berhad, Lot 5710, Jalan Kuchai Lama, Petaling, 58200 Kuala Lumpur on
Tuesday, 30 August 2022 at 10:00 a.m. and at any adjournment thereof.
Mark X under ‘For’ or ‘Against’ for each Resolution if you wish to direct the proxy on how to vote. If no mark is made, the proxy may vote on the
resolution or abstain from voting as the proxy thinks fit. If you appoint two (2) proxies and wish them to vote differently, this should be specified.
No. Agenda
1. To receive the Audited Financial Statements for the financial year ended 31 March 2022 together with the Reports of the Directors and
the Auditors thereon. (Note 1)
Resolution For Against
2. To approve the payment of Directors’ fees amounting to RM282,333 for the financial year ended 1
31 March 2022.
3. To approve the payment of Directors’ benefits up to an amount of RM650,000 from 31 August 2
2022 until the date of the next Annual General Meeting of the Company.
3
4(a) To re-elect Tan Sri Dato’ (Dr.) Teo Chiang Liang who is due to retire pursuant to Clause 120 of the
Company’s Constitution.
4(b) To re-elect Mr. Koay Kah Ee who is due to retire pursuant to Clause 120 of the Company’s 4
Constitution.
4(c) To re-elect Mr. Dominic Aw Kian-Wee who is due to retire pursuant to Clause 120 of the 5
Company’s Constitution.
4(d) To re-elect Puan Norani binti Sulaiman who is due to retire pursuant to Clause 120 of the 6
Company’s Constitution.
5. To re-appoint Messrs. KPMG PLT as Auditors of the Company until the conclusion of the next 7
Annual General Meeting of the Company and to authorise the Directors to fix their remuneration.
Special Business
6. Ordinary Resolution No. 1: 8
Authority to Issue Shares pursuant to the Companies Act 2016
7. Ordinary Resolution No. 2: 9
Proposed Renewal of Existing Shareholders’ Mandate for Recurrent Related Party Transactions of
a Revenue or Trading Nature
8. Ordinary Resolution No. 3: 10
Retention of Tan Sri Dato’ (Dr.) Teo Chiang Liang as an Independent Director
9. Ordinary Resolution No. 4: 11
Retention of Mr. Koay Kah Ee as an Independent Director
10. Ordinary Resolution No. 5: 12
Retention of Mr. Dominic Aw Kian-Wee as an Independent Director
* Strike out whichever not applicable
Form of Proxy