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annual report | 2012 Gunung Capital Berhad (330171-P) 26 STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS The Board is required by the Companies Act, 1965 to prepare financial statements for each financial year which have been made out in accordance with applicable approved accounting standards and give a true and fair view of the state of affairs of the Group and the Company at the financial year end and of the results and cash flows of the Group and Company for the financial year. In preparing the financial statements, the Board has:- • adopted suitable accounting policies and applied them consistently; • made judgments and estimates that are prudent and reasonable; • ensured applicable approved accounting standards, the Listing Requirements of Bursa Securities and other statutory requirements have been complied with; and • confirmed that the financial statements have been prepared on a going concern basis. The Directors are responsible for ensuring that the Group keeps proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and the Company and that the underlying financial statements are prepared in compliance with the provisions of the Companies Act, 1965. The Directors are also responsible for taking reasonable steps to prevent and detect fraud and other irregularities, in order to safeguard the assets of the Group. This Statement was made in accordance with a resolution of the Board of Directors dated 23 April 2013
ADDITIONAL COMPLIANCE INFORMATION The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2012. 1. Utilisation of Proceeds The Company had on 22 February 2012, issued a total of 10,000,000 ordinary shares of RM0.40 each representing approximately 9.91% of the issued and paid-up shares capital of the Company, at an issue price of RM0.61 per share, generated a total consideration of RM6.1million. The status of the utilisation of the total proceeds from private placement is as follows Proceeds from Private Placement RM6,100,000 Amout utilised up to 30/4/2012: Repayment of borrowing RM6,019,500 Private Placement expenses RM 80,500 Balance to be utilised RM Nil 2. Options, Warrants and Convertible Securities During the financial year ended 31 December 2012, the issued and paid-up capital of the Company was increased from 100,947,814 ordinary shares of RM0.40 each to 112,541,398 ordinary shares of RM0.40 each by the issuance of 1,593,584 ordinary shares of RM0.40 each from the exercise of warrants 2003/2013 at the exercise price of RM0.40 per ordinary share and 10,000,000 ordinary shares of RM0.40 each from the issuance via private placement on 22 February 2012. 3. Non-Audit Fees There was no non-audit fees paid to the external auditors for the financial year ended 31 December 2012. 4. Material Contracts Involving Directors and Major Shareholders There were no material contracts subsisting as at 31 December 2012 or entered into since the end of the previous financial year, by the Company and its subsidiaries involving Directors' and major shareholders' interest other than those disclosed under notes to the account on Related Party Transactions of revenue in nature. 5. Contract Relating to Loans During the financial year, there were no contracts relating to loans entered into by the Company involving the interests of directors and/or major shareholders. 6. Shares Buy-Back The Company did not carry out any shares buy-back exercise during the financial year ended 31 December 2012. 7. Depository Receipt ("DR") Programme The Company did not sponsor any DR programme during the financial year ended 31 December 2012. 8. Sanctions and/or Penalties There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the regulatory bodies. Gunung Capital Berhad (330171-P) 27 annual report | 2012
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Notes:- 1. A member of the Company,
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