DIRECTORS’ RESPONSIBILITY STATEMENT OF The Directors are required by the Companies Act 2016 (“the Act”) to prepare the financial statements for each financial year which have been properly drawn up in accordance with the provisions of the Act, the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and the applicable Financial Reporting Standards in Malaysia. The Directors are responsible for ensuring that the financial statements give a true and fair view of the state of affairs of the Group and of the Company at the end of the financial year and of the results and cash flows of the Group and of the Company for the financial year. In preparing the financial statements, the Directors have: • Adopted appropriate accounting policies and applied them consistently; • Made judgments and estimates that are reasonable and prudent; and • Prepared the financial statements on a going concern basis. The Directors are responsible to ensure that the Group and the Company keep accounting records which disclose the financial position of the Group and of the Company with reasonable accuracy, enabling them to ensure that the financial statements comply with the Act. The Directors are also responsible for taking such steps as are reasonably open to them to preserve the interests of stakeholders, to safeguard the assets of the Group and of the Company and to detect and prevent fraud and other irregularities. The directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2021. PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and provision of management services. The principal activities of the subsidiaries, associate and joint ventures are disclosed in Notes 18, 19 and 20 to the financial statements respectively. There have been no significant changes in the nature of these principal activities during the financial year. RESULTS Group Company RM’000 RM’000 Loss net of tax for the financial year (30,073) (41,966) Loss attributable to: Owners of the parent (52,171) (64,599) Holders of perpetual bond 22,633 22,633 Non-controlling interests (535) – (30,073) (41,966) There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES On 7 October 2021, the Company increased its issued ordinary share capital from RM2,044,322,000 to RM2,046,168,000 through the issuance of 2,000,000 new ordinary shares via a private placement at an issue price of RM0.9231 per ordinary share for a total cash consideration of RM1,846,200 for working capital purposes. The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary shares of the Company. On 15 September 2021, the Company issued a total of RM270 million in nominal value of senior ranking Perpetual Sukuk (“Sukuk Musharakah”) pursuant to a Sukuk Musharakah Programme (“Perpetual bond”) of up to RM2 billion in nominal value. The Perpetual bond is established to raise funds as and when required to be utilised for Shariah-compliant purposes which include refinancing existing financing/debt obligations (whether in whole or in part), and/or to finance working capital requirements, investments, capital expenditure and/or general corporate purposes of the Group. The salient terms of the Perpetual bond are disclosed in Note 30 to the financial statements. During the financial year, the Company issued Islamic Medium Term Note (“Sukuk Wakalah”) of the remaining RM293 million in nominal value (“Sukuk Issuance”) out of its RM1.5 billion Sukuk Wakalah Programme, which has been assigned a credit rating of A+IS with a stable outlook by Malaysian Rating Corporation Berhad. The proceeds from the issuance of the Sukuk Wakalah shall be utilised by the Company for the following Shariah-compliant purposes in the following order of priority: (i) repayment of existing financing/borrowings to unencumber the secured properties; and (ii) defraying fees, costs and expenses in relation to the issuance of the Sukuk Wakalah and Sukuk Wakalah Programme. REPORT DIRECTORS’ Annual Report 2021 FINANCIAL STATEMENTS AND OTHER INFORMATION 199 TROPICANA CORPORATION BERHAD 198
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