hibiscus petroleum annual report 2012
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The booming oil and gas sector in Malaysia is going to benefit company like Hibiscus Petroleum, but again the management quality count in delivery it's shareholder value.TRANSCRIPT
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E X P L O R I N G N E W F R O N T I E R S
ANNUAL
REPORT
2011/2012
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Our Vision is to be a
respected independentoil and gas Exploration & Production company.
Our Values
Enterprising
Trustworth
Agile
Our Goal
Creating Value Through
Our Knowledge And
Experience.
EXPLORING NEW FRONTIERS describes our ind-set...
It encompasses everthing that we do as we challenge established technical and inancial
paradigms o the international oil and gas exploration and production industr. We do not alwas
trek trodden paths but where there is no path, we hope to leave a trail.
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2 About Us
4 Chairman’s Statement
10 Management Discussion &
Analsis (MD&A)
29 Financial Highlights
30 Calendar O Events
32 Corporate Inormation
33 Corporate Structure
34 Board O Directors
36 Proile O Board O Directors
41 Management Team
42 Proile O Management Team
45 Statement O Corporate Governance
51 Audit Committee Report
54 Statement On Internal Control
56 Additional Compliance Inormation
57 The Board O Directors’ Responsibilit
Statement
58 Financial Report
106 Analsis O Shareholdings
109 Analsis O Warrants-A Holdings
111 Analsis O Warrants-B Holdings
112 Notice O The Second
Annual General Meeting
116 Letter O Nomination
Form O Prox
Contents
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Head Office:
Hibiscus Petroleu Berhad (798322-P),2nd Floor, Sed Kechik Foundation Building,
Jalan Kapas, Bangsar,
59100 Kuala Lumpur, Malasia
Tel : +6 03 2092 1300
Fax : +6 03 2092 1301
Hibiscus Petroleum Berhad (Hibiscus Petroleum or the Compan) is Malasia’s irst listed
independent oil and gas exploration and production compan. The Compan was
incorporated as a private limited compan, Hibiscus Petroleum Sdn Bhd, on 5 December
2007, under the Companies Act, 1965. On 20 December 2010, it assumed its current
name upon conversion into a public compan. Hibiscus Petroleum was listed on the Main
Market o Bursa Malasia Securities Berhad on 25 Jul 2011 as the irst Special Purpose
Acquisition Compan (SPAC) in South-East Asia.
Hibiscus Petroleum is principall an investment holding compan ocusing on the
development o small and medium-sized oil and gas ields in the Middle East, South
Asia, East Asia and Oceania regions.
INDEPENDENT OIL COMPANY
Upstream Activity
Mainstream Activity
Downstream Activity
ASSET OWNER EXPLORE DEVELOP PRODUCE TRANSPORT REFINE CONSUMEDISTRIBUTE
INTEGRATED OIL COMPANY
SERVICE COMPANIES-SUPPORT ACTIVITY
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
> About Us
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On 18 April 2012, Hibiscus Petroleum completed its irst acquisition, a 35% equit stake in
Lime Petroleum Plc (Lime), which has our concessions in the Middle East – RAK North Oshore
and RAK Onshore in Ras Al Khaimah in the United Arab Emirates (UAE), Sharjah in the UAE,and Block 50 in Oman. Subsequentl, Lime secured access to a urther our concessions in
Norwa, which are subject to completion o certain conditions precedent in the transaction
agreement. The Middle East and Norwa concessions are at earl to advanced exploration
stages.
On 14 August 2012, the Compan announced plans to acquire a 13% stake in 3D Oil Limited
(3D Oil), an Australian Securities Exchange-listed compan and a 50.1% stake in its VIC/P57
permit to obtain rights to explore the asset, located in the proliic Gippsland Basin o south-
eastern Australia. The area includes the discovered West Seahorse ield.
The Compan seeks to develop a balanced portolio o assets which are in geographicall
diverse locations.
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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Hibiscus Petroleum Berhad
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Annual Report 2011/2012
> Chairan’s Stateent
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Dear Shareholders,It gives me great pleasure to present
Hibiscus Petroleum Berhad’s (Hibiscus
Petroleum) irst Annual Report,
ollowing our listing on the Main
Market o Bursa Malasia Securities
Berhad (Bursa Securities) on 25 Jul
2011. For an compan, a listing is a
milestone that heralds a new chapter
in a continuing growth journe.
However, or Hibiscus Petroleum, the
listing was nothing less than the
deinitive moment when we, literall,
were born.
As a special purpose acquisition compan (SPAC), we had neither
tangible assets nor an operations prior to our initial public
oering (IPO). What we had, however, was a vision or the
compan and a leadership team with the knowledge, experience,
business network and a deep-rooted desire to deliver that vision
o developing Malasia’s irst listed oil and gas exploration and
production (E&P) compan.
Our IPO
Our listing as a SPAC was reported as the irst in Southeast Asia.
Being a pioneer in this tpe o IPO approach meant that a great
deal o awareness had to be created, in the region and in
Malasia, as to its value proposition to the investing communit.
The results were ver encouraging. Our public oer o equit was
over-subscribed b 3.8 times and we raised a total o RM234
million, ar exceeding the minimum requirement o RM150 millionrequired or a SPAC listing on the Main Market o Bursa Securities.
ZAINUL RAHIm BIN mOHD ZAINChairman
Hibiscus Petroleum Berhad
5
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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The Lie Qualifying Acquisition
Energised b the support we had rom our shareholders or the IPO, we went ahead to
identi an acquisition that would transorm us rom a SPAC into an operating E&P
compan. As part o the acquisition identiication process, we had an established set o
selection criteria and eventuall our Board recommended an investment in Lime
Petroleum PLC (Lime), as we perceived it to be a well-rounded package o potential that
was not apparent in man other opportunities that we had reviewed. Hence, the
investment in Lime became our Qualiing Acquisition.
The ke dierentiator in the Lime proposition is its business model. Capitalising on a
suite o proprietar technologies (some o which utilise quite unique techniques to
evaluate the geological sub-surace), Lime has secured potentiall valuable concessions
– originall three concessions in the Middle East (two in the United Arab Emirates and
one in Oman) – at a low entr cost. These technologies are the platorm which has
enabled Lime to secure multiple concessions in a relativel short span o time, on
relativel avourable iscal terms.
The Hibiscus Petroleum – Lime partnership is built on another complementar eature.
Whilst Lime’s strength is clearl in prospect identiication through its unique subsurace
evaluation techniques, Hibiscus Petroleum trains its ocus on the various elements o
project execution that are critical to the E&P sector. We believe that the range o
available in-house skillsets will stand the partnership in good stead in the coming ears.
The Lime investment has shown signiicant positive development over the past ew months.Since the transaction was irst disclosed in October 2011, Lime has taken steps to take
up various levels o equit in a urther ive concessions, our o them in Norwa (subject
to completion o certain conditions precedent in the transaction agreements) and one in
the United Arab Emirates. The concessions on the Norwegian Continental Shel geopoliticall
diversi our business risk proile, allow us partnerships with various established international
E&P companies, and enhance our geographical ootprint as a compan.
Overall, we are extremel encouraged b the progress being shown b the Lime
investment.
Hibiscus Petroleum Berhad
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> Chairan’s Stateent
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Prospects
Our irst ear has passed in a lurr o activities, resulting in Hibiscus Petroleum,
through the Lime investment, having access to eight concessions; our in the Middle
East and our in the Norwegian Continental Shel (subject to completion o certain
conditions precedent in the transaction agreements). Over the next twelve months, our
task is to convert the potential within our portolio o assets into tangible value in a
cost-eective, sae and environmentall sensitive manner. We have reviewed existing
seismic lines and planned urther seismic work and a multi-well drilling programme in
the Middle East concessions, which we believe will have a positive impact directl or
Lime and indirectl or Hibiscus Petroleum. I would like to stress that saet and
sensitivit or the environment shall be important in-house project implementation
considerations, not onl because these are prime actors that host governments
consider when awarding concessions in their countries, but also because we strongl
believe saet and environment considerations are good business practices.
Independent o the Lime investment, Hibiscus Petroleum will, on its own, be seekingurther opportunities in various regions. Our end objectives are to:
● possess a balanced portolio o assets that are geographicall diverse in location,
and;● have revenue originating rom hdrocarbon production beore the end o ear 2013.
These are aggressive targets but we believe them to be achievable.
Corporate Activities
Our Compan is a oung organisation. We are not onl addressing operational activities
but also building the compan rom a corporate perspective. The processes and sstems
to ensure adequate technical and business risk management are being deploed
together with sstems to maintain strict internal controls.
We have also been continuousl working on the disclosure component o our business.
Being the irst public quoted E&P compan on Bursa Securities has prompted us to
maintain an inormative website with several innovative eatures. I would urge all o ou
to use our website as the source o reliable and current inormation on all matters
relating to the Compan.
We believe these undamental steps which are being taken at this earl stage will hold
us in good stead as we evolve in size and geographical extent.
We also believe strongl that all responsible organisations have a dut to see to the
well-being o the communities that support them. However, as a oung compan that
has et to generate signiicant levels o revenue, we have had to deer the implementation
o a corporate social responsibilit (CSR) programme. We hope that this is onl a
temporar position and we intend to ulil our social obligations as soon as our inancial
position permits such an initiative.
Acknowledgeents
Being the irst SPAC in the region, I would like to ormall thank the regulator
authorities in Malasia, namel the Securities Commission and Bursa Securities, or
having the oresight to implement the SPAC listing guidelines as a catalst o
entrepreneurship. I would also like to thank them or their support and guidance
throughout our IPO journe.
Hibiscus Petroleum Berhad
7
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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M thanks are also due to the investors who initiall
participated in the equit o our Compan, even beore wehad submitted our application or an IPO to the Securities
Commission. The aith the had in our vision and the initial
capital the gave us allowed us to engage our legal and
inancial advisers and embark on this adventure.
I would also like to express m sincere appreciation to all our
shareholders who made a leap o aith b investing in our
SPAC during the IPO. your overwhelming and continuous
support over the past ear has been appreciated, and
I assure each and ever one o ou that our interests will
alwas be at the heart o our operations.
I must also stress on the important roles plaed b
our advisers during two crucial stages in the past ear. In
the irst instance, Hong Leong Investment Bank Berhad guidedus through our IPO process whilst RHB Investment Bank
Berhad did the same through the Qualiing Acquisition. Our
legal advisers, Murad yee Partnership worked on the legal
aspects o both the IPO and Qualiing Acquisition, as did our
Compan Secretaries, Tricor Corporate Services Sdn Bhd, and
our Share Registrar, Tricor Investor Services Sdn Bhd. Our
taxation and inancial advice was provided b Messrs
PricewaterhouseCoopers Taxation and Crowe Horwath, whilst a
host o oreign-based advisers, namel SNR Denton, Appleb
(Isle o Man) LLC, Lenz and Staehelin, Pareto Securities Asia
Pte Ltd and Aker Geo AS also plaed ver signiicant roles b
providing speciic expertise in a range o areas. All their
combined, tireless eorts are ver much appreciated.
Beore I conclude, I would also like to express m sincere
thanks to our business partner, Lime, and its shareholders
Rex Oil & Gas Limited and Schroder & Co Banque S.A. We
have trul enjoed the experience o working with them and we
look orward to a rewarding and long term business relationship.
Hibiscus Petroleum Berhad
8
Annual Report 2011/2012
> Chairan’s Stateent
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Finall, I would like to extend m gratitude to m
ellow Board members, the Management and the
entire team o Hibiscus Petroleum, or their
commitment to the Compan which has seen us
progress this ar within such a short period o time.
With the level o dedication that has alread been
displaed, I have ever conidence in HibiscusPetroleum attaining its vision o becoming a ‘respected
independent E&P compan’. Our journe has onl just
begun, and et i our irst ear is a pointer, the uture
is set to be ver exciting or all o us.
Thank ou.
ZAINUL RAHIm BIN mOHD ZAIN
Chairman
Hibiscus Petroleum Berhad
9
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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This Management Discussion & Analysis
(MD&A) section formally covers the period
from 1 April 2011 to 31 March 2012, during
which time Hibiscus Petroleum Berhad
(Hibiscus Petroleum or the Company)
progressed from being a privately held entity
into Malaysia’s first listed Special Purpose Acquisition Company (SPAC) and then later
transformed into a normal operating
independent oil and gas exploration and
production (E&P) company listed on the
Main Market of Bursa Malaysia Securities
Berhad (Bursa Securities).
management discussion& analysis (MD&A)
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DR KENNETH GERARD PEREIRA
Managing Director
The Initial Public Oering (IPO) was a turning point or the Compan, providing us with the
resources to acquire assets and commence operations. Despite the continuing economic and
political uncertainties seen on the global business landscape, the Management believes that
we have accomplished a considerable amount during the period under review, and, it is with
pleasure that we provide a detailed review o our overall perormance, with particular emphasis
o the status o operations in this MD&A.
FINANCIAL REVIEW
The Group recorded revenue o RM8.0 million during the inancial ear ended 31 March 2012
rom project management, technical and other services ees, and interest income. Project
management, technical and other services ees were earned rom the Lime Petroleum Plc (Lime)
Group as our subsidiar, Hibiscus Oilield Services Limited (Hibiscus Oilield), had signed a
project management and technical services agreement with Lime on 24 October 2011 to
provide such services or Lime’s existing and uture oil and gas concessions in the Middle East.
We also earned interest on the placement o proceeds raised rom our IPO.
Hibiscus Petroleum Berhad
11
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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The manageent is
encouraged by the
anner in which the
Group has grown and
expanded geographically
within our first year as a
listed entity.
During the inancial ear under review, total expenses beore income tax
amounted to RM12.3 million. This was substantiall more than our expenses o RM1.2 million incurred during the previous inancial ear, as the Group had not
commenced operations as a SPAC then. O the total expenditure o RM12.3
million, RM5.7 million was costs attributed to the completion o our Qualiing
Acquisition. Costs or this exercise comprised ees or legal, technical, inancial,
corporate and valuation advisor services in relation to due diligence activities,
the execution o legal documents and various submissions to regulator
authorities. A urther RM4.2 million was channeled towards the remuneration o
our personnel. This was much higher than the RM0.5 million incurred during the
previous ear as we have had to expand our project management and technical
team in order to provide services to the concession companies within the Lime
Group. However, it should be highlighted that RM1.4 million o the Group’s total
remuneration expenses was recovered rom Lime through the provision o project
management, technical and other services.
An additional expense during the inancial ear was income tax amounting toRM0.5 million mainl arising rom non-tax deductible expenses.
OUR BEGINNINGS
For approximatel our months commencing April 2011, the Management was
ocused primaril on our IPO exercise. Being the irst SPAC in the region, we
were aware that we had to educate the investing communit on the nature o
SPACs, its in-built investment saeguards, and the value proposition o investing
in our Compan. There was also a requirement to brie investors on the nature
o the oil and gas E&P sector, as there was no listed Malasian independent
E&P plaer. In the process o conducting these brieings, we met a large number
o prospective investors, and took the opportunit to present to them our
business model. The time and eort devoted to these activities paid dividends
as we succeeded in raising RM234 million rom our IPO on 25 Jul 2011. Thissum meant that we raised an excess o RM84 million over the Securities
Commission’s stipulated minimum o RM150 million or a SPAC listing.
The IPO invoked two major changes or us. For a start, Hibiscus Petroleum was
now public-quoted. Secondl, our business objectives immediatel shited rom
raising unds to identiing a suitable asset that, on acquisition, would quali
the Compan to operate as a ‘normal’ Main Market listed entit.
Selection of a Target
Over a period o three months commencing rom the date o our IPO, global
equit markets generall declined. During this period, Hibiscus Petroleum was
oered at least 14 investment opportunities in Oman, India, Vietnam, Indonesia,
the Philippines, Australia, Papua New Guinea and Thailand. In order that weevaluated each opportunit in a structured manner, we established a set o
criteria comprising:
• technical considerations, such as the active or passive technical role o the
Group, subsurace considerations, operational risks and exploitation issues;
• commercial considerations, namel the iscal terms o the concession,
venture partners and inancial returns. The Group also had to ensure that the
total consideration to be paid was more than RM170 million (80.0% o the
Hibiscus Petroleum Berhad
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aggregate amount in the Trust Account) to quali as a Qualiing Acquisition under the
Securities Commission’s guidelines; and
• geo-political considerations, such as whether the prospects were located in politicall stable
and secure areas within our regions o interest, namel South Asia, the Middle East, East
Asia and Oceania.
Using the above-mentioned criteria, our targets were shortlisted beore we inall selected Lime
as our proposed Qualiing Acquisition. Ater a comprehensive due diligence process, the
Management recommended the Lime investment opportunit to our Board and shareholders.
THE LImE QUALIFYING ACQUISITION
On 24 October 2011, the Group, via our wholl-owned subsidiar Gul Hibiscus Limited (Gul
Hibiscus), signed a conditional share subscription agreement to acquire a 27.2% equit stake
(b wa o a new issue o shares) in Lime or a cash consideration o USD50 million. Gul
Hibiscus also executed a conditional share purchase agreement with Lime’s major shareholder,
Rex Oil & Gas Limited (Rex), or the acquisition o a urther 7.8% equit stake in Lime rom
Rex or a cash consideration o USD5 million. In addition, it was agreed that another USD5
million would be paid to Rex i a discover o hdrocarbons is made and declared to be
commercial beore 31 December 2013 b an independent competent expert.
The Lime transaction comprised several components which made it an attractive investment
opportunit. Firstl, it provides us with an opportunit to access high-potential acreage in the
proliic petroleum basins o the Middle East (at the time o execution o the transaction
agreements, Lime held concession rights to three assets located in Oman and the United Arab
Emirates (UAE)). Secondl, these concessions were secured with minimal work commitments,with no obligation to drill exploration wells. Thirdl, the Project Management and Technical
Services Agreement (PMTSA) executed between Lime and our wholl-owned subsidiar, Hibiscus
Oilield, allows us to contribute in a meaningul wa towards the attainment o the joint
venture’s business objectives (it provides Hibiscus Petroleum project management control o
Lime’s existing and uture oil and gas concessions in the Middle East). Finall, the Lime
acquisition also gave the Group exclusive access to proprietar technologies rom Rex
(comprising Rex Gravit, Rex Seepage and Rex Virtual Drilling which help to better deine the
potential presence o liquid hdrocarbons in prospects prior to drilling), or iteen countries in
the Middle East.
Hibiscus Petroleum Berhad
13
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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Over 99% o our shareholders voted in avour o
the deal, providing overwhelming support to theManagement and Board o the Compan during
our Extraordinar General Meeting.
On 10 April 2012, the last condition as stipulated
in the Lime transaction agreements was ulilled
when Lime secured a ourth concession – RAK
Onshore in the UAE.
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
> manageent Discussion & Analysis (mD&A)
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Figure 1: Lie Group’s concessions in the middle East
With the acquisition o Lime, the Compan transormed into a ull-ledged oil and gas E&P
compan on the Main Market o Bursa Securities on 18 April 2012.
Enhanceent of the Lie Asset Portfolio
Following the execution o the Qualiing Acquisition agreements, Lime secured a ourth
concession in the Middle East and equit interests in our concessions in Norwa, whilst more
avourable terms, to two o its existing agreements, were negotiated. None o these
enhancements changed our purchase consideration or the 35% stake in Lime.
The addition o RAK Onshore into the Lime Middle East portolio provides several beneits.
Onshore concessions are attractive as the are generall cheaper to explore and develop and,
in the event o drilling and appraisal success, are quicker to put into production. Furthermore,
during the development and producing phases, onshore ields in a developed area have read
access to production, transport and storage acilities.
In the UAE, where RAK Onshore is located, the oil and gas inrastructure has been long
established and includes a highl developed network o trunk gas pipelines covering more than
1,300 km.
Hibiscus Oilield, together with Lime, has established a technical unit based in the Middle East.
Thereore, having an additional concession in close proximit to existing assets allows or the
optimal deploment o personnel to the region.
In the Norwegian Continental Shel (NCS), Lime has executed agreements to secure a 50%
stake in North Energ ASA’s (North Energ) interests in our concessions or a purchase
consideration o approximatel Norwegian Krone (NOK) 31.8 million (equivalent to RM16.8
million) (i the transer o interests is completed in 2012 and i the deal is completed in 2013,
the purchase consideration will include Lime’s share o actual costs incurred in 2012).
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Figure 2: Lie Group’s concessions in Norway
Our entr into the NCS is a milestone or the Group, as the oil and gas basin here is both
mature and proliic, enjoing a high level o E&P activit. Several exploration successes in this
region in recent ears have enabled Norwa to become the third largest gas exporter and sixth
largest oil exporter in the world.
This transaction urther provides Lime the opportunit to work closel with North Energ on the
existing concessions and opens the possibilit o exploring new opportunities together in the
arm-in market and/or via concession tenders. Lime will also beneit rom its ailiation with the
other partners o the concessions, all o which are experienced operators, namel DongEnerg, Gas de France, Grupa Lotos SA and Dana Petroleum Norwa AS.
It should also be highlighted that the petroleum iscal sstem in Norwa is one o the most
globall attractive, as it reimburses an investor 78% o exploration expenditure at the end o
each ear, irrespective o whether production is achieved. This substantiall reduces the risked
capital outla o the Group or exploration activities. This is also in contrast to the iscal
regimes prevalent in most other countries where a certain portion o exploration expenditure
ma be recovered, but onl upon production (which places all risks associated with exploration
activities squarel on the prospecting companies).
The transaction agreements executed with North Energ are conditional upon, among others,
Lime obtaining its pre-qualiication status as an oil and gas exploration compan in Norwa as
well as approval rom the Ministr o Petroleum and Energ, Norwa. Activities to secure both
pre-qualiication and the necessar approvals are being aggressivel pursued.
As previousl mentioned, in Ma 2012, Lime also successull renegotiated two existing
agreements. In the irst instance, Lime secured a revision o the terms o the Exploration and
Production Sharing Agreement (EPSA) between the Government o Ras Al Khaimah/Rakgas
L.L.C. (Rakgas) and Dahan Petroleum Ltd governing the RAK North Oshore Concession. The
revised EPSA provides more clarit on the method o administration o the EPSA and it also
makes the necessar provisions or several structural changes that had taken place in the local
business environment. The overall commercial impact o the contractual amendments made in
the EPSA was assessed to be marginall in avour o Lime.
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Later in the same month, another Lime subsidiar, Lime Petroleum Ltd (Lime BVI), executed a
revised Masirah Shareholders’ Agreement with Petroci Holding (Petroci), as well as a SharePurchase Agreement in relation to a purchase o 100 shares in Masirah Oil Ltd (Masirah) b
Petroci rom Lime BVI or a consideration o USD1.8 million.
As a matter o background, Masirah holds 100% o the Block 50 Oman concession. When
Hibiscus announced our investment in Lime last October, its subsidiar, Lime BVI held a 74%
equit interest in Masirah, with the remaining 26% being held b Petroci. Under the previous
option agreements, Lime BVI’s equit interest in Masirah could have been reduced to 35% in
the event that Petroci injected USD7.2 million to participate in the drilling o one oshore
explorator/stratigraphic well.
Under the revised agreements, Petroci injected USD1.8 million as its unconditional non-
reundable contribution towards its urther participation in Masirah and consequentl, Lime BVI’s
equit interest in Masirah has been onl reduced to 64%.
We are ver pleased with this outcome at it increases Lime BVI’s share o recoverableresources rom Block 50, Oman. The increase in Lime BVI’s equit stake in Masirah increases
the net risked recoverable resources o Lime Group b approximatel 41%. Based on current
data, Block 50 Oman is viewed as one o the most prospective o the concessions secured in
the Middle East.
Group Structure of Hibiscus Petroleu
Through Lime, over the past ear, we have acquired our concessions in the Middle East while
another our concessions in Norwa are in the pipeline. Our concession portolio in the Middle
East provides us with an opportunit to pursue high-impact exploration targets in the most
prominent hdrocarbon producing region globall. In Norwa, meanwhile, we are being presented
the opportunit to develop our exploration skillsets alongside established industr plaers in a
ver avourable iscal regime.
Figure 3: Current Group Structure of Lie Group
Exposure to 8 concessions in the Middle East and Europe
Hibiscus Petroleum
Berhad
Rak
Offshore
Sharjah
Offshore
Block 50
Oman
RAK
Onshore
Dahan
Petroleum
Ltd
Zubara
Petroleum
Ltd
Masirah Oil
Ltd
Baqal
Petroleum
Ltd
59 %
100 %
100 %
8.60 % 35.0 % 100 %
64 %
Schroder
& Co
Banque
S.A.
Rex Oil &
Gas Ltd Gulf
Hibiscus
Ltd
Lime Group:Listable as
Pure Exploration
Company
HibiscusOilfield
Services
Ltd
*Currently being established
Subject to completion
12.5 %
PL 503
15 %
PL 518
20 %
PL 526
10 %
PL 530
56.40 %
100 %
Lime Petroleum PLC
Lime Petroleum Ltd
Lime Norway Ltd*
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Figure 4: middle East Structure of the Lie Group
Concession SPV Parties/Participating
Interests
Block 50 Oman Masirah Oil Ltd Lime BVI 64%
Petroci 36%
Ras Al Khaimah Oshore Dahan Petroleum Ltd Lime BVI 59%
Schroder & Co Banque
S.A 25%
Right All Ltd 16%
Ras Al Khaimah Onshore Baqal Petroleum Ltd Lime BVI 100%
Sharjah East Coast Oshore Zubara Petroleum Ltd Lime BVI 100%
Figure 5: Norway Structure of the Lie Group
Concession SPV Parties/Participating Interests
PL 530 Lime Norwa GDF Suez E&P Norge AS 40%
Discover Petroleum AS 20%
Rocksource ASA 20%
North Energ 10%
Lime Norwa 10%
PL 518 Lime Norwa Dong Energ 40%
Discover Petroleum AS 20%
North Energ 15%
Lime Norwa 15%
Sagex Petroleum Norge AS 10%
PL 526 Lime Norwa North Energ 20%
Noreco 20%Dana Petroleum Norwa AS 20%
E.ON Ruhrgas Norge AS 20%
Lime Norwa 20%
PL 503 Lime Norwa Lotos Exploration and Production Norge AS 25%
Edison International Spa 25%
Skagen44 AS 25%
North Energ 12.5%
Lime Norwa 12.5%
OPERATIONS REVIEW: mIDDLE EAST CONCESSIONS
IT SHOULD BE NOTED THAT THE INFORMATION PRESENTED BELOW REFLECTS THE TECHNICAL
INTERPRETATION OF ASSETS AT A PARTICULAR INSTANT IN TIME, AFTER THE CONSIDERATION
OF AVAILABLE DATA, AT THAT TIME. TECHNICAL INTERPRETATIONS MAy VARy FROM TIME TOTIME AS MORE DATA OR A BETTER UNDERSTANDING OF THE RELEVANT GEOLOGICAL SETTING
BECOMES AVAILABLE.
i. Block 50, Oman (Offshore)
Sub-Surface Evaluation
Lime had inherited legac seismic data rom the previous holders o Block 50 in Oman. These
datasets have been reprocessed and reinterpreted using modern techniques over the past ear.
The reprocessing work were carried out b seismic processing compan Spectrum o the United
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Kingdom. More speciicall, a ull geological evaluation o the southern part o the block around
the Masirah Ba area, was carried out. This seismic data, acquired b Hunt Oil in 2004 and2006, was mainl used or the initial geological interpretation. Available logs rom the three
wells in the area (SMPA-1, Maimun-1 and SMPB-1) were used or correlation and evaluation o
reservoir properties.
In addition, gravit data and magnetic data acquired b Hunt Oil were used to validate structural
elements and to deine the extent o the ophiolite and the associated mélange eature. This
stud is being perormed b Swedish consultanc, GeoVista.
Based on this preliminar work, a number o prospects and leads have been identiied. In
addition, more seismic acquisition work was carried out in 2012 as tabulated below:
Period
Field Work
Prograe Service Provider Status
17 Ma –
1 Jul 2012
560 km 2D and
346 km2 3D seismic
BGP International
Equipment (M.E) FZECompleted
This additional seismic acquisition work will be used to validate the results obtained rom the
vintage third part datasets. This work is currentl on-going and is anticipated to contribute to
the selection o inal drilling locations within the block.
Figure 6: Location of Oan, Block 50 Concession
US Dept of State Geographer; ©2012 Google; Data SIO, NOAA, U.S. Navy, NGA, GEBCO; ©2012
Cnes/Spot Image
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Virtual Drilling has also been carried out using legac seismic data over all the identiied
leads. This technique, proprietar to Rex, uses responses rom the low requenc band o
conventional seismic data to identi resonance signatures rom reservoir luids. Using this
methodolog, positive indications o hdrocarbon accumulations have been seen over the
identiied prospects and leads.
Figure 8: Virtual Drilling Results at Top Natih Foration
Figure 7: Identified Prospects in Block 50 Oan
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The exploration work conducted to date has conirmed the large main leads previousl identiied
b Hunt Oil below the mélange. In addition, two new smaller leads were identiied west o themélange. Direct hdrocarbon indications in the orm o Amplitude versus Oset (AVO) on
seismic data, which opens another opportunit, were ound southwest o Maimun-1.
The ollowing geological and geophsical studies were awarded to aid in high-grading the
dierent prospects:
• AVO: PSSGeo, Norway
• BasinModeling and Reservoir Studies:Prime Energy, Dubai, UAE
• FaultSeal/Trap Studies:RDR,Leeds, United Kingdom
Preliminar reports have been received. The basin modeling conirms the possibilit o an active
petroleum sstem under the mélange section and urther conirms the possibilit o paths or
the hdrocarbons to migrate to the identiied prospects and leads. A petrophsics stud (which
has also been undertaken) indicates that the ormations in the identiied leads are likel to
have good reservoir and seal properties.
The data available to-date provides good exploration elements or prospecting and is a good
basis to urther mature the leads. These results, combined with positive indicators rom
Rex’s virtual drilling tests, lead us to be conident in planning our irst ew exploration wells.
A urther review (using conventional and Virtual Drilling techniques) o seismic data acquired b
Lime in 2012, will be perormed to conirm the viabilit o the identiied prospects and leads
as drillable targets, beore a inal decision is made to invest in the drilling o at least two
exploration wells in Block 50, Oman in late 2012 and earl 2013.
Well Engineering
Commencing August 2011, a drilling scoping stud was initiated b Lime and perormed b a
third part service contractor in anticipation o our drilling programme in Block 50 in Oman. In
December 2011, several companies quoted or the drilling project management services.Following a technical and commercial evaluation o the submissions, SPD LLC (SPD), a division
o Petroac, was selected. Hibiscus Petroleum representatives have since been assigned to the
SPD oice in Dubai to work on developing the drilling strateg, in addition to the well
engineering plan and overseeing o the tender process.
The Ministr o Oil and Gas o the Sultanate o Oman has reviewed all tender strategies or
the two exploration wells to be drilled, and the majorit o the tenders have been initiated.
Discussions are on-going with drilling rig contractors and a contract or detailed geo-technical
site surves will be awarded in the near term.
Together with SPD, we have also conducted a logistics stud and identiied the preerred base
o operations. In the next ew months, we will ocus on making this option as cost-eective
as possible.
Meanwhile, submissions or all the required regulator approvals or the work programmeare on-going.
ii. RAK North (Offshore)
The Ras Al Khaimah North oshore block covers 1,200km2 o the northwest coast o the
Emirate o Ras Al Khaimah. The producing Saleh ield is located within the block, but is
excluded rom the concession.
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Figure 9: Location of the RAK North (Offshore) Concession
US Dept of State Geographer; ©2012 Google; Data SIO, NOAA, U.S. Navy, NGA, GEBCO; ©2012
Cnes/Spot Image
Subsurface Evaluation
During the irst hal o 2012, conventional interpretation o 2D seismic data acquired b Lime
in 2010 was completed. The project had an extensive scope covering:
• Regionalstructuralgeology and lithology
• Placing RAK Northin a regionalgeologicalsetting
• Interpreting thenewseismicdata
• Integratingavailable wells
• Definingvolumetrics andrisking ofidentifiedprospects
The various studies have deined some conventional Cretaceous prospects with moderate risk.
Figure 10: RAK North map of Prospects & Leads
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An extensive seismic resonance analsis was initiated using Rex’s Virtual Drilling technique. It
suggested that luids could be ound in the Thamama ormation to the east and north o theSaleh ield. This pla was previousl unidentiied using conventional geological interpretation. A
reinterpretation o the seismic data was initiated to integrate the Virtual Drilling results with
conventional geological interpretation. Using a more detailed analsis o the seismic dataset,
and through a review o literature on a carbonate reservoir depositional model in the region, a
new possible prospect setting was identiied which supports the Virtual Drilling results.
Figure 11: Leads/Prospects Identified Through Conventional AnalysisIntegrated with Additional Leads/Prospects Identified by VirtualDrilling
A seismic stud involving AVO analsis and well-driven inversion was initiated to investigate i
these methods can give indications o increased porosit over the new plas, thus support the
indings rom the Virtual Drilling. Results o a post-stack inversion indicate high porosit in the
Thamama ormation at the F-prospect, while the basin south o the Saleh ield shows ver low
porosit. This conclusion ma suggest negative implications or the Dahan B and C prospects
which had been previousl identiied.
In 2012, urther seismic data was acquired b Lime as tabulated below:
Period
Field Work
Prograe Service Provider Status
03 March –
06 April 2012
147km 2D and 121
km2 3D
BGP International
Equipment (M.E) FZECompleted
A urther Inversion stud will be perormed on the new 3D seismic data acquired in March
2012. In addition, the ollowing studies have been initiated to urther improve the prospectivit
o this concession:
• Reservoir petrophysics anddiagenesis study
• Faultseal/trapstudy
• Pressure prediction study
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Well Engineering
As in Oman, a drilling scoping stud was initiated b a third part service provider AGR in
August 2011. The reviewed all the relevant oset wells and produced a preliminar well design
and a budgetar cost estimate. The results indicate that it would be challenging to drill an
exploration well in this concession since the target ormations are deep, have high pressures
and temperatures and, in some cases, produce hdrogen sulphide (H2S) and carbon dioxide
(CO2).
Work is currentl on-going with SPD or the preliminar well design to identi the long lead
items required. At the same time, a market surve is under wa to source rigs that are able
to drill in a sae and eicient manner taking into account the anticipated challenges.
iii. RAK Onshore
Figure 12: Location of the RAK Onshore Concession
US Dept of State Geographer; ©2012 Google; Data SIO, NOAA, U.S. Navy, NGA, GEBCO; ©2012
Cnes/Spot Image
The Ras Al Khaimah onshore concession is situated in the south o the Emirate o Ras Al
Khaimah. At present, minimal data are available about the block. A scouting part has visited
the area in order that a design or a seismic shoot can be done. The seismic shoot over this
concession is planned or 2013.
iv. Sharjah East Coast (Offshore)
This 1,600km2 concession is located o the east coast o the Emirate o Sharjah.
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Figure 13: Location of the Sharjah East Coast (Offshore) Concession
US Dept of State Geographer; ©2012 Google; Data SIO, NOAA, U.S. Navy, NGA, GEBCO; ©2012
Cnes/Spot Image
Subsurface Evaluation
Based on reports rom the previous operator o this concession, there is large potential
prospectivit in the conventional Middle East Cretaceous structural traps and urther opportunitiesin a ver exciting second pla-tpe o a Miocene turbidite setting.
A seismic acquisition campaign was undertaken b Lime in 2012 as tabulated below:
Period Field Work
Programme
Service Provider Status
18 Feb – 24 Feb
2012
10 Apr – 4 Ma
2012
78 km 2D
446 km2 3D
BGP International
Equipment (M.E) FZE
BGP International
Equipment (M.E) FZE
Completed
Completed
The seismic datasets acquired between 18 Februar and 4 Ma 2012 are being processed and
should be read or interpretation in October 2012. Both tpes o prospects have alread beenidentiied on the raw 2D seismic data and preliminar Virtual Drilling results are encouraging.
OPERATIONS REVIEW: NORWAY
IT SHOULD BE NOTED THAT THE INFORMATION PRESENTED BELOW REFLECTS THE
TECHNICAL INTERPRETATION OF ASSETS AT A PARTICULAR INSTANT IN TIME, AFTER THE
CONSIDERATION OF AVAILABLE DATA, AT THAT TIME. TECHNICAL INTERPRETATIONS MAy VARy
FROM TIME TO TIME AS MORE DATA OR A BETTER UNDERSTANDING OF THE RELEVANT
GEOLOGICAL SETTING BECOMES AVAILABLE.
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Lime entered into agreements on 2 Ma 2012 to secure 50% o North Energ’s equit interests
in our concessions totaling 3,412 km2
located in the Norwegian Continental Shel o Norwa.All the concessions are not operated b Lime. The were selected based on a preliminar
Virtual Drilling evaluation perormed on seismic acquired b the operators o the various blocks.
The current work programme involves urther Virtual Drilling work to determine the viabilit o
the assets and the optimal location o exploration wells to be drilled.
CONCLUDING REmARKS
The work programme or the ear under review and the subsequent period has been perormed
with no saet related incidents. Furthermore, the programme was ulilled within the planned
budgets.
In terms o resources, the data presented in Figure 14 tabulates the estimated current volumes
and their categorisation.
Figure 14: Resources Currently Attributed to Lie Group of Copanies
Middle East including increased shareholding in Masirah (Source: Aker Geo)
Asset
Net Unrisked Best Estiate
Recoverable Resources to
Lie (boe)
Net Risked Best Estiate
Recoverable Resources to
Lie (boe)
RAK North Concession 60.9 13.4
Sharjah Concession 426.0 55.0
Block 50 Concession 2,276.7 248.6
RAK Onshore Concession TBA TBA
Total (Excludes RAK Onshore)
2,763.6 317.0
Norwa (Source: Compan internal estimates)
Asset
Net Unrisked Best Estiate
Recoverable Resources
to Lie (boe)
Net Risked Best Estiate
Recoverable Resources to
Lie (boe)
PL 503 123.0 16.5
PL 518 17.6 2.6
PL 526 75.4 12.7
PL 530 10.1 3.2
Total 226.1 35.0
FUTURE PLANS AND PROSPECTS
Hibiscus Petroleum has ocused on developing its position in Lime over the past ear. This has
allowed an earl creation o value and capital appreciation o the equit held b our
shareholders. The next phase o our growth strateg is two-pronged:
• Asdetailed intheprevioussection, wewill continueour workas ProjectManageron Lime
Group’s work programme or 2012 comprising seismic acquisition, processing and
interpretation, geological studies and pre-drilling activities; and
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• Wewill evaluate the acquisitionof developmentand/or producing oil/gas fields tobalance
our portolio with more moderate and low-risk assets.
The Management believes that the current uncertaint in the global markets and a sotening o oil prices provide an ideal opportunit to acquire the desired tpe o assets that will result inthe balancing o our portolio. As part o our growth strateg to pursue development and/orproducing oil and gas assets, the Compan will require unding and has thereore launched aConvertible Redeemable Preerence Shares (CRPS) issue exercise to raise up to RM210.0million on 2 August 2012.
This instrument has been structured in a manner that does not penalise our currentshareholders as CRPS investors subscribe at a premium over the prior 5-da volume weightedaverage market price. At the same time, new investors have been provided with varioussaeguards and eatures (including redemption provisions and a conversion option) which havebeen incorporated into the scheme. The unds raised will be placed with an independentcustodian and will onl be disbursed to the Compan ater an external expert conirms thatcertain minimum project investment criteria have been met.
Up to 3 August 2012, Hibiscus Petroleum had entered into six conditional subscriptionagreements that would raise RM74.5 million out o the total maximum o RM210.0 million.
VIC/P57 & 3D OIL TRANSACTION
Consistent with the strateg to utilise CRPS unds on development assets to balance our overallportolio rom a risk perspective, Hibiscus Petroleum and our wholl-owned subsidiar, OceaniaHibiscus Sdn Bhd (OHSB) acquired, through an issue o new shares, a 13% equit stake inan Australian Securities Exchange-listed compan, 3D Oil Limited (3D Oil), or a cashconsideration o approximatel AUD2.0 million.
Carnarvon Hibiscus Pt Ltd (CHPL), a wholl-owned subsidiar o OHSB, simultaneousl signeda conditional arm-in agreement with 3D Oil or the acquisition o a 50.1% unencumbered legaland beneicial right, title and interest in the exploration permit VIC/P57 (VIC/P57) and an petroleum recovered rom the permit area, or a purchase price o approximatel AUD13.5
million. Apart rom this investment, we shall also be injecting a urther AUD13.5 million to undour share o the joint operating activities.
At this time, the above-mentioned transaction is subject to various approvals which will besought in due course. On completion, CHPL will ormall become the operator o the VIC/P57concession.
Figure 15: Location of the VIC/P57 Concession
Hibiscus Petroleum Berhad
27
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The VIC/P57 licence is located in the proliic Gippsland Basin, which represents the most
productive hdrocarbon province in Australia. Initial resource estimates o more than 4 billionbarrels o oil and condensate reserves and 9.8 trillion cubic eet o gas reserves are associated
with this province and it has produced approximatel two-thirds o Australia’s cumulative oil
production and one-third o its gas production to date.
First oil rom VIC/P57 is targeted or mid 2014, subject to obtaining relevant approvals and
the availabilit o rig and production acilities. The ield lie is estimated to be approximatel
thirteen ears but the economic lie o the ield will be probabl somewhat shorter, depending
on the development solution that is selected.
The subscription and purchase consideration, combined with our initial investment in the joint
operating activities, totals AUD29 million and will be unded via available internal unds and
proceeds raised rom the CRPS issue.
Most signiicantl, this acquisition allows the Group to progress along the exploration and
production value chain, as depicted below.
Figure 16: Strategic Approach of the Hibiscus Petroleu Group
The Management is encouraged b the manner in which the Group has grown and expanded
geographicall within our irst ear as a listed entit. Aggressive targets have been set and we
look orward positivel to the uture.
Hibiscus Petroleum Berhad
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31.3.2012 31.3.2011
Rm’000 Rm’000
Revenue 7,961 15
Loss ater taxation (4,884) (1,194)
Loss per share (RM) (0.03) (5,969)
Total assets 233,514 2,934
Shareholders’ equit 232,145 (1,205)
Net assets value per share (RM) 0.56 (6,023)
2012 2011
Revenue
(RM’000)
Total Assets
(RM’000)
Shareholders’ Equity
(RM’000)
2012 2011
7 ,
9 6 1
2 3 3 ,
5 1 4
2 ,
9 3 4
2 3 2 ,
1 4 5
( 1 ,
2 0 5 )
1 5
2012 2011
Hibiscus Petroleum Berhad
29
Annual Report 2011/2012
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> 20 APRIL 2011
Securities Coission’s
Approval of Initial Public
Offering (IPO)
Received the Securities
Commission’s approval or
Hibiscus Petroleum’s
lotation on the Main
Market o Bursa Malasia
Securities Berhad (Bursa
Securities).
> 30 JUNE 2011
Launch of IPO Prospectus
Launched the IPO
Prospectus.
> 25 JULY 2011
Listing on the main
market of Bursa
Securities
Listed on the Main Market
o Bursa Securities under
Special Purpose
Acquisition Compan
(SPAC) listing rules (Stockcode: 5199/HIBISCS).
> 24 OCTOBER 2011
Signing of Qualifying
Acquisition Agreeents
Hibiscus Petroleum’s
wholl-owned subsidiaries,
Gul Hibiscus Limited and
Hibiscus Oilield Services
Limited, signed various
agreements in relation toits Qualiing Acquisition,
being a 35% equit
interest in Lime Petroleum
Plc (Lime) (transaction
reerred to as Qualiing
Acquisition)
2011> CALENDAR OF EVENTS
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> 16 FEBRUARY 2012
Securities Coission’s
Approval of the Qualifying
Acquisition
Received the Securities
Commission’s approval o
the Qualiing Acquisition.
> 2 mAY 2012
Concessions in Norway
Lime entered into
agreements with North
Energ ASA to secure
interests in 4 concessions
in Norwa.
> 24 JULY 2012
Audited Financial Report
Release o Audited Financial
Report or the inancial ear ended
31 March 2012.
> 23 mAY 2012
Increased Stake in
masirah Oil Ltd (masirah)
Lime’s subsidiar, Lime
Petroleum Limited (Lime
BVI) executed a revised
Masirah Shareholders’
Agreement with Petroci
Holding, increasing Lime
BVI’s stake in Masirah
rom a potential 35%to 64%.
> 10 APRIL 2012
New Onshore Ras Al-
Khaiah Concession and
Revised Ters of Existing
Ras Al- Khaiah Offshore
Concession
Lime’s wholl-owned
subsidiar, Baqal
Petroleum Ltd, signed an
Exploration and Production
Sharing Agreement (EPSA)
with the government o
Ras Al-Khaimah in the
United Arab Emirates or
an onshore concession.
Lime’s subsidiar, Dahan
Petroleum Ltd, executed
revised EPSAs or RAK
North Oshore concession,
located oshore in Ras
Al-Khaimah.
> 18 APRIL 2012
Copletion of the Qualifying
Acquisition.
2012
> 2 & 3 AUGUST 2012
Launch of Proposed Private
Placeent of Convertible
Redeeable Preference Shares
(CRPS)
Announced proposed private
placement o up to RM210 million
new CRPS and entered into
conditional subscription
agreements with six investors or
the subscription o CRPS totalling
RM74.5 million.
> 14 AUGUST 2012
Proposed Acquisition of 3D Oil
Liited (3D Oil) Shares andInterest in Perit
Signed two agreements with
Australian Securities Exchange-
listed 3D Oil or a 13.0% equit
interest in 3D Oil and a 50.1%
arm-in interest in exploration
permit VIC/P57.
> 21 mARCH 2012
Shareholders’ Approval of
the Qualifying Acquisition
Received shareholders’
approval o the Qualiing
Acquisition.
Hibiscus Petroleum Berhad
31
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Audit CoitteeChairperson
Datin Sunita Mei-Lin Rajakumar
Members
Zainul Rahim bin Mohd Zain
Zainol Izzet bin Mohamed Ishak
Ta Chin Kwang
Noination Coittee
Chairman
Zainol Izzet bin Mohamed Ishak
MembersZainul Rahim bin Mohd Zain
Datin Sunita Mei-Lin Rajakumar
Reuneration Coittee
Chairman
Zainul Rahim bin Mohd Zain
Members
Zainol Izzet bin Mohamed Ishak
Datin Sunita Mei-Lin Rajakumar
Copany Secretaries
Lim Hooi Mooi (MAICSA 0799764)
Tan Bee Hwee (MAICSA 7021024)
Registered Office
Level 18, The Gardens North Tower
Mid Valle Cit
Lingkaran Sed Putra
59200 Kuala Lumpur
Tel: 603-2264 8888
Fax: 603-2282 2733
Principal Place Of Business2nd Floor
Sed Kechik Foundation Building
Jalan Kapas, Bangsar
59100 Kuala Lumpur
Tel: 603-2092 1300
Fax: 603-2092 1301
Website: www.hibiscuspetroleum.com
Auditors
Crowe Horwath
Chartered Accountants
Level 16, Tower C, Megan Avenue II
12 Jalan yap Kwan Seng50450 Kuala Lumpur
Share Registrar
Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valle Cit, Lingkaran Sed Putra
59200 Kuala Lumpur
Tel : 603-2264 3883
Fax : 603-2282 1886
Principal Banker
RHB Bank Berhad
Stock Exchange Listing
The Main Market o Bursa Malasia
Securities Berhad
Stock Name: HIBISCS
Stock Code: 5199
BOARD OF DIRECTORS
Zainul Rahim bin Mohd ZainNon-Independent,
Non-Executive Chairman
Dr Kenneth Gerard Pereira
Managing Director
Dr Rabi Narayan Bastia
Non-Independent,
Non-Executive Director
Zainol Izzet bin Mohamed Ishak
Independent, Non-Executive Director
Datin Sunita Mei-Lin Rajakumar
Independent, Non-Executive Director
Roushan Arumugam
Independent, Non-Executive Director
Tay Chin Kwang
Independent, Non-Executive Director
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HIBISCUS PETROLEUM BERHAD
(Malaysia)
Hibiscus OilfieldServices Limited
(Labuan)
Dahan Petroleum
Ltd
(British Virgin Island)
RAK North Offshore
Concession
Zubara Petroleum
Ltd
(British Virgin Island)
Masirah Oil
Ltd
(British Virgin Island)
Baqal Petroleum
Ltd
(British Virgin Island)
Gulf HibiscusLimited(Labuan)
Lime PetroleumLtd
(British Virgin Island)
Orient HibiscusSdn Bhd(Malaysia)
Oceania HibiscusSdn Bhd(Malaysia)
Sharjah
Concession
Block 50 Oman
Concession
RAK Onshore
Concession
59%
100%
100%
100% 100% 100% 100%
Lime PetroleumPLC
(Isle of Man)
35%
CarnarvonHibiscus Pty Ltd
(Australia)
100%
100% 64% 100%
100% 100% 100%
Hibiscus Petroleum Berhad
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> Corporate Structure(As at 31 Jul 2012)
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Board of Directors
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Standing, left to right,
Zainol Izzet bin mohaed Ishak
Independent, Non-Executive Director
Dr Kenneth Gerard Pereira
Managing Director
Zainul Rahi bin mohd Zain
Non-Independent, Non-Executive Chairman
Datin Sunita mei-Lin Rajakuar
Independent, Non-Executive Director
Roushan Aruuga
Independent, Non-Executive Director
Dr Rabi Narayan Bastia
Non-Independent, Non-Executive Director
Tay Chin Kwang
Independent, Non-Executive Director
Hibiscus Petroleum Berhad
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Zainul Rahi bin mohd Zain
Non-Independent, Non-Executive Chairman
Zainul Rahi bin mohd Zain , a
Malasian aged 59, was appointed to
the Board on 14 December 2010.
He graduated with a Bachelor o
Engineering, majoring in Mechanical
Engineering, rom the Universit o
Western Australia, Australia.
Zainul began his career at Shell
Malasia Exploration and Production
(SM-EP) in 1978 as a Wellsite PetroleumEngineer. He held various positions in
d r i l l i n g eng inee r ing , pe t ro leum
e n g i n e e r i n g , a n d i n o r m a t i o n
management & technolog in SM-EP
and during his two assignments in the
Netherlands. He was General Manager
o SM-EP’s Business Services (1997),
Technical Services (1999) and the
Sarawak Business Unit (2000), beore
being appointed as Deput Chairman
and Executive Director o Shell Malasia
in December 2001. In Jul 2003, he
double-hatted as Shell Asia Paciic
Region’s Transition Director, based in
Singapore. In November 2005, he was
appointed to the position o Chairman
o Shell companies in Egpt and
Managing Director o Shell Egpt N.V.,
beore retiring rom the Shell Group on
30 June 2008.
During his tenure as Deput Chairman
o Shell Malasia, he sat on the boards
o 12 companies, including ShellMalasia Ltd, Shell MDS Sdn Bhd,
Shell Trading Sdn Bhd, Sarawak Shell
Bhd, Sabah Shell Petroleum Compan
Ltd and CS Mutiara Sdn Bhd. He was
also Chairman, Director and member o
various NGOs, including the Societ o
Petroleum Engineers AsiaPac, Business
Council or Sustainable Development
Malasia, Petroleum Industr o
Malasia Mutual Aid Group, and
Malasian International Chamber o
Commerce and Industr. While in Egpt,
he chaired Shell Egpt’s Countr
Coordination Team and Shell Express
CNG, and sat on the boards o Shell
Egpt N.V., Shell Egpt Deepwater B.V.,
and Bapetco.
Zainul sat on the Supervisor Committee
o Sime Darb’s Energ & Utilities
Division or two ears till mid 2010.
He currentl sits on the boards o
UKM Hold ings Sdn Bhd, Bank
Pembangunan Malasia Bhd, PetronasCarigali Sdn Bhd, Camco International
Ltd, Camco South East Asia Ltd, and
CSEA Clean Energ Sdn Bhd.
Zainul had attended all six Board
meetings which were held in the
inancial ear ended 31 March 2012.
He is also a member o the Audit,
Nomina t ion and Remune ra t i on
Committees o the Compan.
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Sector Projects and initiated the building
o the oil and gas services business o
the compan under the Sapura Energ
Sendirian Berhad (Sapura Energ)
banner. Between 1997 and 2001,
several service based businesses in the
oil and gas value chain were grown
organicall or acquired and b 2001,
the annual revenue o the oil and gas
service business o the Sapura Group
was in excess o RM100 million. In2003, the Sapura Group successull
acquired Crest Petroleum Berhad (Crest
Petroleum) and he became the Chie
Operating Oicer (COO) o SapuraCrest
Petroleum Bhd, an oil and gas services
public compan listed on the Main
Board o Bursa Malasia Securities
Berhad.
In 2008, Dr Kenneth became Managing
Director o Interlink Petroleum Ltd, an oil
and gas exploration and production
compan listed on the Mumbai Stock
Exchange (2009 to 2011). In 2009, he
was appointed to the board o STP Energ Pte Ltd, a privatel held Singaporean
compan with oshore oil and gas
exploration interests in New Zealand.
Dr Kenneth holds directorships in all o
Hibiscus Petroleum’s subsidiaries, Lime
Petroleum Plc and other various private
companies. In Jul 2012, he was
appointed Chairman o the board o
Lime Petroleum Plc.
Dr Kenneth is also currentl the
Chairman o the Development Committee
o the Malasian Hocke Conederation.
Dr Kenneth had attended all six Board
meetings in the inancial ear ended
31 March 2012.
Dr Kenneth Gerard Pereira
Managing Director
Dr Kenneth Gerard Pereira, a Malasian
aged 54, has been the Managing
Director o Hibiscus Petroleum Berhad
since 13 September 2010. He holds a
Bachelor o Science (Honours) degree
in Engineering rom the Universit o
Bath, United Kingdom; a Masters in
Business Administration rom Cranield
Institute o Technolog, United Kingdom;
and a Doc to ra te i n Bus iness
Administration rom the Universit o South Australia, Australia. His doctorate
research topic was entitled “Start-up,
Survival and Growth Strategic Actions o
Initiall Small Oil and Gas Exploration
and Production Companies”.
Dr Kenneth has 24 ears’ experience in
the oil and gas industr, both in the
services, and exploration and production
sectors. He began his career with
Schlumberger Overseas S.A in 1983 as
a Field Service Engineer working in
Brunei, Thailand, France, Liba, Ital,
Norwa and Tunisia. In 1990, he joined
the Sapura Group, overseeing theservice o telecommunication products
and later, moved to the Group Corporate
Planning Department. In 1997, he was
appointed as Vice President o Energ
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Dr Rabi Narayan Bastia
Non-Independent, Non-Executive Director
Dr Rabi Narayan Bastia, an Indian
national, aged 53, was appointed to
the Board on 15 September 2010. Dr
Rabi holds a Bachelor o Science (1st
Class Honours) degree in Applied
Geolog rom the Indian Institute o
Technolog, Kharagpur, India; a Bachelor
o Science (1st Class Honours) degree
in Petroleum Exploration & Reservoir
Management rom the Norwegian
Technological Universit, Norwa; a PhDin Petroleum/Structural Geolog rom
the Indian Institute o Technolog,
Kharagpur, India and a Doctor o
Science degree in Petroleum Geolog
rom Indian School o Mines, Dhanbad,
(examined b Alberta Universit, Canada
and Oklahoma Universit in the USA).
Dr Rabi commenced work as a
geoscientist with the Oil and Natural
Gas Corporation (ONGC) in India and
has worked in dierent capacities and
at various locations during his 16 ears
with ONGC. In 1996, he started the
exploration and production (E&P)business in Reliance Industries Limited,
a member o the Reliance Group, India’s
largest private sector enterprise, and
his last position was as the Head o
the Exploration Management Team or
Reliance Industries Limited (Reliance).
The highlights o his career include the
gas discover o the Krishna-Godavari
basin in 2002, the Mahanadi Basin gas
discover in North East Coast o India
in 2003, and oil and gas discover in
the deep waters o the Cauver basin
in India in 2007. Ater heading the
exploration group o Reliance or more
than 16 ears, he has currentl taken
up some ver distinguished and
challenging international and domesticassignments. He is the global head o
exploration in Lime Petroleum Plc, a
compan incorporated in the Isle o
Man which has major operations in the
Middle-East and the North Sea. In
addition, he holds the Directorship in
Oil Field Instrumentation Pvt Ltd, India,
and is the President (E&P) in OilMax
Energ Pvt Ltd, India.
Dr Rabi was conerred the title o
“Padmashree” b the Government o
India in 2007, a title awarded b the
Government o India to Indian citizens to
recognise their distinguished contributionin various spheres o activit. Dr Rabi
was awarded the Leadership and
Excellence Award in E&P b Oceantex in
2010, the Inraline Service to Nation
Award in Energ Excellence in 2007, the
Ruchi Bharat Gaurav Samman b the
state o Orissa, India in 2007, the Gold
Medal during the AEG Conerence in
2006, the National Mineral Award or
signiicant contribution in the ield o
hdrocarbon exploration rom the
Geological Societ o India, Bangalore in
2003 and the young Scientist Award
rom the Indian National Science
Academ in 1990 or best scientiic
paper. He has been awarded the Top
100 Educators b IBC, Cambridge,United Kingdom in 2009 and conerred
the Who’s Who in the World b American
Continental Research in 2008. Dr Rabi
is a director o Snerg Oil & Gas
Consultanc Private Limited, a private
Indian compan. He is also a member o
numerous proessional institutions such
as the American Association o Petroleum
Geologists, Societ o Exploration
Geophsicists, International Geological
Congress, Societ o Petroleum
Engineers, Societ o Geoscientists and
Allied Technologist, Indian Geological
Congress, Societ o Petroleum
Geophsicists, Association o IndianPetroleum Geologists.
Dr Rabi had attended three o six Board
meetings which were held during the
inancial ear ended 31 March 2012.
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Zainol Izzet bin mohaed Ishak
Independent, Non-Executive Director
Zainol Izzet bin mohaed Ishak, aMalasian aged 51, was appointed tothe Board on 13 September 2010. Heholds a Bachelor o Arts in ActuarialStudies rom Macquarie Universit,Sdne and a Masters in BusinessAdministration rom Cranield Instituteo Technolog, United Kingdom.
In his earl career, Izzet served inseveral local and international companies
including American Express, Seccolor(M) Industries, Kassim Chan & Co andHmans Robertson & Co, ConsultingActuaries, London.
Izzet joined the Sapura Group as GeneralManager o Corporate Planning in 1992.He was part o the team to establishSapura Digital Sdn Bhd, one o thepioneer operators o digital cellularoperators in the countr. In 1994, hebecame the CEO o Sapura Digital SdnBhd and was subsequentl appointed tolead Sapura Energ Group in 1997. Hewas appointed CEO o SapuraCrestPetroleum Bhd in Jul 2003 pursuant tothe acquisition o Crest Petroleum Berhad
b Sapura Energ rom Renong Berhad.
Izzet is currentl the Group ManagingDirector o Perisai Petroleum TeknologiBhd, a compan listed on the MainMarket o Bursa Malasia SecuritiesBerhad. He also holds directorship invarious private companies.
Izzet had attended all six Board meetingsor the inancial ear ended 31 March2012. He is also a member o theAudit, Nomination and RemunerationCommittees o the Compan.
Datin Sunita mei-Lin Rajakuar
Independent, Non-Executive Director
Datin Sunita mei-Lin Rajakuar, aMalasian aged 44, was appointed tothe Board on 14 December 2010. Shegraduated with a Bachelor o Law(Honours) rom the Universit o Bristol,United Kingdom. She qualiied as aMember o the Institute o CharteredAccountants (England & Wales) in 1994.
Datin Sunita commenced work as anAssistant Manager at Ernst & young
(London) in 1990 under their Audit andInsolvenc Division. In 1994, she joinedRHB Sakura Merchant Bankers Berhad’sCorporate Finance Department.
Datin Sunita became a Consultant orMIMOS Berhad (MIMOS) in 2000 whereshe advised MIMOS on the structuringo a multi-million dollar venture capitalund ocused on oreign technolog-related portolio companies and thedocumentat ion required or theestablishment o the und. When theEncipta Limited venture capital undwas established in 2002, as a wholl owned subsidiar o MIMOS, hercompan, Artisan Encipta Ltd (Artisan
Encipta) was mandated to independentl manage the venture und or MIMOSuntil 2008.
Since 2005, she has also been theDirector and owner o Surprise VoiceSdn Bhd (Surprise Voice), the ExecutiveProducer o Malasia’s irst opera whichpremiered in March 2006.
Datin Sunita is presentl the Principaland Director at Artisan Encipta, aposition that she has held since 2002.It is now an organisation which providesconsulting services on monitoring andimp ro v i n g n a t i o n a l i n n o va t i o necosstems. Through Artisan Encipta,she was appointed an IndependentConsultant or the King Abdulaziz Cit or Science and Technolog, based inRiadh, Kingdom o Saudi Arabia.
Presentl, Datin Sunita serves as atrustee o the o l lowing chari t oundations: yaasan Seni, yaasanmNadi and Hai-O Foundation at Hai-OEnterprise Berhad. She is also thechairman o the audit committee atHai-O Enterprise Berhad.
Datin Sunita had attended all six Boardmeetings which were held in theinancial ear ended 31 March 2012.She is also a member o the Audit,Nomina t ion and Remune ra t i onCommittees o the Compan.
Hibiscus Petroleum Berhad
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Roushan Aruuga
Independent, Non-Executive Director
Roushan Aruuga, a Malasian aged
40, is a corporate representative o a
major shareholder o Hibiscus Petroleum
comprising the combined interest o
Littleton Holdings Pte Ltd and Sri
Inderajaa Holdings Sdn Bhd. He holds
a MA in English Language and Literature
rom St. Catherine’s College, Oxord
Universit, United Kingdom; a Masters
in Business Administration (MBA) rom
Imperial College Business School,Imperial College, Universit o London,
United Kingdom; and a MA in Law rom
the Universit o Bristol, United Kingdom.
Roushan commenced work in 1995 as
an Internal Sstems Risk Management
Consultant at Price Waterhouse,
London. In 1997, he joined Caspian
Securities Limited as an Analst,
Emerging Markets Equit Research.
Ater completing an MBA, Roushan
joined Deutsche Bank A.G. London in
1999 as an Associate with i ts
Investment Banking Division. Later, in
2001, he became a Manager in DebtCapital Markets Division at Nomura
Advisor Services Sdn Bhd.
Since September 2005, Roushan has
been an Investment Consultant to the
Arumugam Famil Oice. He also
manages an investment vehicle,
Littleton Holdings Pte Ltd.
Currentl, Roushan serves as a board
member o South Pickenham Estate
Compan Limited, Pneumacare Limited
and Sri Inderajaa Holdings Sdn. Bhd.
He is also a Domus Fellow o St.
Catherine’s College, Universit o Oxord
and a Trustee o the East West Trust
at St. Catherine’s College.
Roushan was appointed to the Board
on 25 Jul 2011. He had attended allour Board meet ings s ince h is
appointment.
Tay Chin Kwang
Independent, Non-Executive Director
Tay Chin Kwang, a Singaporean aged
46, was appointed to the Board on
14 June 2012. He is also a member o
the Audit Committee. He graduated with
a Bachelor o Accountanc rom the
National Universit o Singapore.
He is a Certiied Public Accountant and
is a ellow member o the Institute o
Cert i ied Publ ic Accountants o
Singapore. Chin Kwang currentl holdsthe position o Finance Director o Ezra
Holdings Limited, a leading oshore
contractor and provider o integrated
oshore solutions or the oil and gas
industr l isted on the Singapore
Exchange. He is also a director o
various companies in countries such as
Singapore, Thailand, Norwa and Nigeria.
Chin Kwang started his career with
Ernst & young in Singapore and
current l has over 22 ears o
experience in various accounting,
inance management and business
advisor unctions across a broadspectrum o industries. His wealth o
experience in corporate and business
structuring, merger and acquisition and
corporate inance has empowered him
to excel in leadership positions
throughout his career.
Other Inforation:
None o the Directors has
• AnyfamilyrelationshipwithanyDirector
and/or Major Shareholder o the
Compan.
• A ny c on fl ic t o f i nt er es t w it h t he
Compan.
• Anyconvictionforoffencesforthepast
10 ears other than traic oences.
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Standing, left to right:
Elike mawuli, Head of Drilling
Azleen Rosey Ahad, General Manager – Corporate Finance
Dr Pascal Josephus Petronella Hos, Head of Petroleum Engineering
Ir mohd Iwan Jefry bin Abdul majid, Head of New Ventures
David Jayakuar Richards, Head of Geoscience
Christopher Russell Dyas, Head of Projects
Sittting, left to right:
Dr Kenneth Gerard Pereira, Managing Director
Joyce Theresa Sunita Vasudevan, Chief Financial Officer
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Dr Kenneth Gerard Pereira
Managing Director
Please reer to page 37 o the Annual
Report.
Joyce Theresa Sunita Vasudevan
Chief Financial Officer
Joyce Theresa Sunita Vasudevan, a
Malasian aged 44, graduated with a
Bachelor o Economics, majoring in
Accounting, rom LaTrobe Universit,
Melbourne, Australia. She is a member
o the Australian Societ o Certiied
Pract ising Accountants and theMalasian Institute o Accountants.
She has more than 20 ears’ experience
in various areas o audit, corporate
inance and inance. She started her
career as an auditor with Ernst & young
in 1989 and ater almost 5 ears in
audit, Joce worked in the Corporate
Finance department at two investment
banks, Malasian International Merchant
Bankers Berhad in 1996 and RHB
Sakura Merchant Bankers Berhad rom
1997 to 2000. She was involved in
numerous projects or government-linked
companies and public listed companiesincluding acquisitions, initial public
oers, corporate restructurings, equit
issuances and valuation exercises.
In 2000, Joce joined Carlsberg Brewer
Malasia Berhad, where she headed
the Business Analsis & Planning
Department and was tasked with the
set-up o the new department to drive
business plans, ormulate sales,
marketing, production and competitive
business models to aid in management
dec is ions, eva luate p rospect ive
investments and develop a compan-
wide balanced scorecard sstem.
In 2006, she joined SapuraCrest
Petroleum Berhad, where she headed
the Strategic & Operations Planning
Unit o the Chie Operating Oicer’s
(COO) Oice, and was responsible or
the development o various sstems
including management reporting, project
monitoring, ke perormance indicators
and ke processes. She also assisted
the COO in driving a Group-wide
reorganisation o its operations.
Joce joined the Compan on 1 Januar
2011 and currentl sits on the boardso Hibiscus Upstream Sdn Bhd, Orient
Hibiscus Sdn Bhd, Oceania Hibiscus
Sdn Bhd, Hibiscus Oilield Services
Limi ted, Gu l H ib iscus L imi ted,
Carnarvon Hibiscus Pt Ltd, Lime
Petroleum Limited, Zubara Petroleum
Limited and Baqal Petroleum Limited.
Dr Pascal Josephus Petronella Hos
Head of Petroleum Engineering
Dr Pascal Josephus Petronella Hos, a
Dutch national aged 41, was appointed
as Head o Petroleum Engineering on14 Februar 2011. He graduated with a
Bache lo r o Sc ience degree in
Mechanical Engineering and a PhD in
Mechanical Engineering, rom Rice
Universit, Texas, USA.
Dr Pascal has more than 10 ears’
experience in reservoir engineering,
product ion technolog and rock
mechanics in major local and oreign
companies. He is also experienced in
project management, well and reservoir
management, reserves reporting, ield
development planning and project
execution.
Dr Pascal started his career in 1995 as
a Wireline Research Engineer in
Schlumberger Sugar Land Technolog
Center, Houston, Texas, USA where his
ke achievement was the development o
statistical data analsis sotware or a
new multi-phrase luid velocit wireline
logging tool. In 1996, he worked as a
PhD Researcher with the NASA Johnson
Space Center, USA, where he discovered
a orm o heat transer, which onl
occurs in zero gravit environments which
led to a redesign o the oxgen storage
tanks used on board the space shuttles.
In 2001, Dr Pascal joined Shell
International EP, Netherlands, as a
Reservoir Engineer/Research Project
Manager, where he was leading the
research, development and deploment
o an in-house ractured water injection
modelling tool. He also delivered
training or operating unit and technolog
center sta on basic rock and racture
mechanics, injection induced ormation
damage, use o modelling tools and
associated data gathering requirements.
In 2006, Dr Pascal joined Sarawak
Shell Berhad (SSB) as Senior Reservoir
Engineer under the Sabah Inboard
Reservoir Management team, where he
was in charge o reservoir management
or the Barton and St. Joseph ields.
His responsibilities included da-to-da
ield optimatisation through surveillance
planning, dnamic simulation and
analtical data analsis. In 2007, he
became the Subsurace team lead or
t h e B a r t o n W a t e r I n j e c t i o n
Redevelopment project o SSB which
involved the remote management o an
integrated team in Shell Technolog India in Bangalore. Dr Pascal was
responsible or delivering a stud rom
the easibilit stage through to the inal
approved ield development plan.
In 2007, he was appointed as the
regional expert or water looding and
water injection projects or Shell in
Asia-Paciic with the view to bringing
urther standardisation in water looding
developments and operational design
across the region.
In the ears between 2008 and 2010,
he had led various projects or SSB,namel the St. Joseph Redevelopment
project as the Subsurace team lead or
the execution phase, where he
implemented complex oshore water
looding into a brownield setting. He
led a team through the drilling o 5 inill
producers and 6 horizontal smart water
injectors. He delivered an additional two
inill projects, one appraisal well and
general Well and Reservoir Management
o the ield.
In 2009, Dr Pascal took on the role o
Water Flood Manager where he was
accountable or the development,planning, execution and start-up o water
lood projects in St Joseph and Barton
project and the planning o the Gumusut-
Kakap and Malikai projects in Malasia.
There, he managed the interaces
between subsurace, engineering, drilling,
operations, maintenance, subsea and
developed in-house expertise in the ield
o water looding.
Dr Pascal sits on the boards o Dahan
Petroleum Limited and Masirah Oil
Limited.
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Ir mohd Iwan Jefry bin Abdul majid
Head of New Ventures
Ir mohd Iwan Jefry bin Abdul majid, a
Malasian aged 41, is the Head o
New Ventures. He is a Petroleum
Engineer with 20 ears o experience
in the oil and gas exploration and
production industr. He obtained his
Bachelor’s degree in Petroleum and
Na tu ra l Gas Eng inee r ing rom
Pennslvania State Universit, USA and
a Master degree in Petroleum
Engineering rom Imperial College o
London, United Kingdom.
Ir Mohd Iwan began his career withPetronas Carigali Sdn Bhd rom 1992
to 2000. From 1992 to 1993, he was
involved in various ield development
projects and oshore well testing
operations. In 1996, he was assigned
as the Reservoir Engineer or the
Dulang Field Phase 2 Development
Project located oshore in Peninsular
Malasia. In 1997, he was part o a
special task orce to turn around the
Dai Hung oilield in Vietnam. Later in
1997, he was appointed the Team
Leader to undertake the Heglig Field
Development Stud project in Sudan.
In 1998, he was assigned to the Joint
Venture Department, managing PSC
(Production Sharing Contract) blocks
operated b Exxon Mobil Corporation in
Peninsular Malasia.
In 2001, he joined Talisman Energ
(Malasia) Limited as the Reservoir
Engineer involved in the PM3 and
PM305 exploration and production
enhancement activities. Later in 2002,
he joined Petroleum Development
Oman where he was a member o an
integrated multidisciplinar reservoir
management team or the heav oil
development in South Oman.
In 2005, Ir Mohd Iwan jo ined
Schlumberger Overseas S.A. in Jakarta
as the Subsurace Consulting Manager
where he was responsible or the
subsur ace consu l t ing serv ices
business in Indonesia, serving major
clients such as Chevron Corporation,
Total SA, ConocoPhillips Compan,
Inpex Corporation, Eni S.p.A, PT Medco
Energi Internasional Tbk and PT.
Pertamina (Persero). In 2008 to 2009,he became the Subsurace Consulting
Manager or Schlumberger Overseas
S.A. in Kuala Lumpur and managed
the petroleum engineering and
geosciences consultanc business or
the East Asia Geomarket which
provided services to national oil
companies such Petronas, PTT
Exploration and Production Public
Limited Compan and Petrovietnam
Exploration & Production.
His past engagements in Petronas
Carigali Sdn Bhd, Talisman Energ
(Ma la s ia ) L im i ted , Pe t ro leumDevelopment Oman and Schlumberger
Overseas S.A. took him beond the
Malasian shores to South East Asia,
Middle East and North Arica. He has
an extensive business network within
the upstream oil and gas industr,
domesticall and regionall.
Ir Mohd Iwan has been with the
Compan since 1 Januar 2011.
David Jayakuar Richards
Head of Geoscience
David Jayakuar Richards, a Malasian
aged 48, graduated with a B.Sc
(Honors 2nd Class Upper) in Earth
Science rom Universiti Kebangsaan
Malasia (National Universit o
Malasia).
David has 23 ears o experience as a
pet ro leum geosc ient ist in the
exploration, development, production
and planning phases o the oil and gas
industr (15 ears with a major
operating compan and 8 ears with
small operating companies). He started
work as a geologist in 1989 with Sun
Oil Far East Malasia Incorporated
perorming acreage evaluations in Pearl
River (China), Taranaki (New Zealand),
Potwar (Pakistan), Godavari (India) and
Thai Basins beore moving to Exxon
Mobil Exploration & Production Malasia
Incorporated where he worked or 15
ears in the exploration, development,
production and planning segments.
From 2006 to 2010, he was involved
in the exploration and development o
gas resources or Carigali -HessOperating Compan Sdn Bhd in the
jointl operated area between Malasia
and Thailand. His previous position
prior to joining Hibiscus Petroleum
Berhad was as Senior Geologist with
N e w i e l d S a r a w a k M a l a s i a
Incorporated.
He has been involved in providing
planning, mapping, geo-modelling,
resource/reserve assessments,
geologic risk evaluation, seismic
interpretation and evaluation, and
operations monitoring o drilling and
completion o ield operations. Inaddition, he also has experience in
integrating evaluations o various
seismic data in combination with
sequence stratigraph, ault analsis,
reservoir pressure, RFT/MDT sample
and petrophsics in geoscientiic
interpretation.
David joined the Compan on 5 October
2011 and he sits on the Board o
Carnarvon Hibiscus Pt Ltd.
Christopher Russell Dyas
Head of Projects
Christopher Russell Dyas, a British
national, aged 53, is the Head o
Projects. He graduated with an MSc in
Thermal Power rom Cranield Institute
o Technolog, United Kingdom and
Master in Business Administration
(MBA) at the Cranield School o
Management.
Chris has 29 ears o experience in
E&P engineering and projects. He also
has contractual and inancial experience
with skills in assessing companies and
projects, and developing business
plans.
Chris started his career in 1983 with
Cooper Energ Services (now a
subsidiar o Rolls-Roce) heading the
Testing Department, testing industrial
gas turbines and gas compression
equipment primaril or the oil and gas
industr. He was responsible or the
i n - h o u s e c o m m i s s i o n i n g a n d
perormance testing o turbo-machiner
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units. He headed a team o engineers
and technicians including actor QA/QCpersonnel. He also undertook the build
o turbo-machiner units in Norwa and
carried out on-site client training.
In 1986, he joined Marathon Oil (UK)
Ltd as a Maintenance and Rotating
Equipment Engineer, responsible or
various oshore acilities sstems and
spent t ime oshore during the
commissioning and initial production on
the Brae B platorm where he was
responsible or identiing sstem
problems in the earl stages, and
implementing solutions prior to ull
production.
Ater completing an MBA in 1990, he
jo ined At lant ic Powe r and Gas in
Aberdeen, Scotland and was at the
oreront o risk – reward based
contracting in the oshore oil and gas
services sector.
In 1994, he joined the Gas Turbine
Division o Wood Group in Aberdeen,
Scotland as Business Development and
Marketing Manager. He was the ocal
point within the division in the bidding
o onshore and oshore maintenance
contracts or the group and plaed the
lead role in developing new concepts o
risk based contracts or turbo-machiner.
He was instrumental in opening up new
business in Asia where he championed
long-term service contracting or oil, gas
and power production clients. As
Marketing Manager, he initiated a review
o market activities o all division
companies leading to a step change in
market approach and raising the proile
and awareness o the compan
internationall.
In 2000, he moved to Kuala Lumpur,
Malasia as General Manager or the
Asia-Paciic region heading a business
development team in gas turbine services.
In 2002, he joined SapuraCrest
Petroleum Berhad as Project Director/
General Manager, where he was
engaged in the bidding and execution o
several brownield and greenield
projects related to oil and gas services,
and led a project in India or the
reurbishment o oshore platorms.
Chris assumed his current position in
the Compan since 1 Januar 2012.
Elike mawuli
Head of Drilling
Elike mawuli, a dual Australian and
Ghanaian citizen, aged 33, graduated
with a Bachelor o Engineering
(Mechatronics) and a Master in
Engineering Management, both rom
Queensland Universit o Technolog,
Australia. He is also a member o the
Institute o Engineers Australia and the
Project Management Institute.
Elike has over ten ears’ experience in
the oil and gas sector, in both onshore
and oshore drilling, well design and
well servicing operations, and has
worked in various operating environments
in Papua New Guinea, Australia,
Indonesia, and East Timor. Whilst
working in Papua New Guinea, he was
exposed to high cost land wells in
extremel remote hel i -supported
locations. In Australia, he has worked on
exploration and appraisal wells in the
Bowen, Surat, Browse, Bonaparte and
Cooper-Eromanga basins. In Indonesia,
he was involved in exploration activities
in East Java while in East Timor, he was
involved in planning deepwater wells in
the Timor Leste Exclusive Area (TLEA).
Elike has both conventional and non-
conventional oil and gas experience,
and has provided consultanc services
on the use o drilling technologies to
other industries, mainl the coal industr
in Queensland and New South Wales.
Elike has worked or both small and
large operators, and on a number o
new start-up operations where he set
up the sstems required to ensure cost
eective and eicient commencement
o operations. Companies he has
worked or in the past include Santos
Limited, InterOil Corporation, Upstream
Petroleum, Oil Search Limited, Eni
Australia Limited, and Talisman Energ.
Elike joined the Group on 1 Januar
2012.
Azleen Rosey Ahad
General Manager, Corporate Finance
Azleen Rosey Ahad, a Malasian
aged 43, holds a Bachelors o Science
in Actuarial Science and Finance rom
the Wharton Business School, Universit
o Pennslvania, USA, and holds a
Master in Business Administration rom
the Universit o Nottingham.
She has 20 ears’ experience in various
areas o corporate inance, inance and
general management. She began her
career as a management consultant
with PriceWaterhouseCoopers in 1992
beore joining the Corporate FinanceDepartment o RHB Sakura Merchant
Bankers Berhad in 1995. During her
career as management consultant and
corporate adviser, she was involved in
numerous projects or government
agencies and public listed companies
including privatisation exercises, local
and oreign mergers and acquisition
exercises, valuation exercises, initial
public oerings, rights issues and
mandator general oers or both local
and oreign companies.
In 2001, she assumed the post o
Finance & Administration Manager o
RCM Engineering & Services Sdn Bhd.
Six ears later, she joined SapuraCrest
Petroleum Berhad (SapuraCrest) in the
Strategic & Operations Planning Unit,
where she was part o the team to
implement the operational reorganisation
o SapuraCrest Group’s Oshore
Construction business, to develop &
monitor the inancial perormance
indicators o the business units and to
develop & monitor the ke perormance
indicators o Directors/Heads o the
business units. She also led the team
or the cost optimisation exercise o the
SapuraCrest Group.
Azleen joined the Compan on 15
Februar 2012.
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The Board of Directors isentrusted with the
responsibility of safeguarding
the Group’s resources in the
interests of its shareholders
by exercising due and
reasonable care.
The Board recognises that
its primary role is to protect
and promote the interests of
its shareholders, with the
overriding objective of
enhancing the long term
value of the Group. In this
regard, the Board remains
focused and committed to
maintaining high standards
of corporate governance
whilst ensuring that the
appropriate management of risks is undertaken by
leveraging on Management’s
knowledge and experience.
As a Special Purpose Acquisition Compan (SPAC) during the
inancial ear ended 31 March 2012, the Group was
compliant with the requirements and principles o corporate
governance documented in:
● Paragraph 15.25 o Bursa Malasia Securities Berhad’s
(Bursa Securities) Main Market Listing Requirements
(MMLR)● Malasian Code o Corporate Governance 2007
Board and Board Coittees
1. Principal Responsibilities of the Board
The Board unctions on the principle that all signiicant
and material matters are addressed b the Board as it
is accountable under the law or the Group’s activities,
strateg and inancial perormance. The Board plas an
active role in reviewing and adopting the strategic
business plans or the Group, b ensuring that the
strategies proposed b the Management are discussed
at length and criticall examined b the Directors, who
are provided with suicient inormation to enable their
discharge o duties with reasonable care, skill and
diligence.
The Board also serves as a panel to provide eective
oversight on the assessment o principal risks and the
appropriate sstems to manage these risks, as well as
reviewing the adequac and integrit o the Group’s
internal control sstems to saeguard shareholders’
investments and the Group’s assets.
In addition, the Group’s business perormance and
results are reviewed periodicall b the Board via
reports received rom the Management. More
importantl, the Board ensures that Senior Management
positions within the Group are illed b emploees who
subscribe to the highest standards o ethics and
corporate behaviour.
Hibiscus Petroleum Berhad
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2. Coposition of the Board
The Board currentl comprises seven Directors includingour Independent Non-Executive Directors who have
been selected based on their calibre, extensive
experience and expertise in a diverse range o sectors,
as well as their abilit to add strength to the stewardship
o the Group. Five o the seven Directors also possess
signiicant exposure to the oil and gas industr.
All Directors will submit themselves or re-election at
least ever 3 ears at a shareholders’ meeting.
The Board has established the role o the Chairman as
separate and distinct rom the role o the Managing
Director to ensure an eective balance o authorit and
accountabilit. The Chairman’s main responsibilit is to
provide overall leadership to the Board while the
Managing Director is responsible or ensuring that the
Group’s corporate and business objectives are achieved.
The proile o each Director is presented in the Board
o Directors’ proile on pages 36 to 40 o this Annual
Report.
To complement its skills and knowledge, the Board has
the right to seek independent proessional advice on
matters relating to the ulilment o its roles and
responsibilities. The costs o procuring such services
are borne b the Group.
During deliberations at Board meetings, an Directorwho is aced with conlict o duties or conlict o
interests, must declare the conlict, and rerain rom
participating in the discussion o such papers. During
the inancial ear under review which ended on
31 March 2012, there were no arising situations o
conlict o duties or interests.
For the inancial ear under review, the Board is satisied
with the existing number and composition o its Directors
and is o the view that its members have the necessar
mix o skills, knowledge and experience to enable the
Board to discharge its duties in an eective and
competent manner in addition to providing balance and
independence to the Board.
3. Board meetings and Supply of Inforation
Under the terms o reerence adopted b the Board, the
Board was to hold a minimum o three Board meetings
during the inancial ear under review. However, in view
o the number o ke matters to be discussed which
required the Board’s deliberation, an additional three
meetings were called. Almost all the Directors had
attended all Board meetings held.
The details o the attendance o the Directors during
the inancial ear under review are as ollows:
Nae of Director Attendance
Zainul Rahim bin Mohd Zain 6/6
Dr Kenneth Gerard Pereira 6/6
Dr Rabi Naraan Bastia 3/6
Zainol Izzet bin Mohamed Ishak 6/6
Datin Sunita Mei-Lin Rajakumar 6/6
Roushan Arumugam* 4/4
Ta Chin Kwang** 0/0
* Appointed on 25 Jul 2011** Appointed on 14 June 2012
Each Director is provided a cop o the meeting agenda,
together with the set o Board papers to be deliberated,
several das prior to the Board meeting, to acilitate
inormed decision making. The Board papers contain
pertinent quantitative and qualitative inormation, to
enable the Directors to substantivel assess the subject
matter at hand prior to attending the Board meeting or
urther discussions and eventual decision making.
The Chairman presides at all meetings o Directors.
The Managing Director leads the presentation o the
Board papers and provides comprehensive and concise
explanations on material actors. All decisions made at
Board meetings are through a simple majorit.
All proceedings o the Board meetings are minuted and
circulated to all Directors or their perusal prior to the
conirmation o minutes. Upon conirmation, the minutes
o meeting are signed b the Chairman o the meeting
in accordance with the provisions o the Companies Act
1965. Minutes o the Board meeting which include the
decisions made at the Board meeting and the
resolutions passed, are properl maintained b the
Compan Secretar.
The Board has access to the emploees o the Group as
well as unrestricted and immediate access to all
inormation relating to the Group’s business aairs, or
the eicient discharge o its duties and responsibilities.Full access is also provided to the services o the
Compan Secretar. In addition, the Board is at libert to
engage other proessional services at the Group’s
expense at reasonable cost, and ma even invite external
parties with relevant experience to attend the Board
meetings, i required, and to brie the Board thereo.
The Board also has direct communication channels with
the external auditors o the Group.
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The above suppl o inormation demonstrates that the
Board is ull aware o, and acts on, an matters ordecision to ensure proper direction and control o the
Group. The Group’s Limits o Authorit clearl establish
the authorit o the Board and the Management or
eective governance.
4. Training and Developent of Directors
In compliance with Bursa Securities’ MMLR, the
Directors are mindul that the are required to attend
suitable training programmes to keep abreast with the
current developments o the industr as well as the
applicable statutor and regulator requirements.
Ever new Director has attended the Mandatory
Accreditation Programme (MAP) within our months o
the Compan’s listing or date o appointment, and
procured a certiicate rom the programme organiser.
The Directors had also individuall attended several
training courses to strengthen their particular skill sets
and knowledge in order to eectivel discharge their
duties.
The collective set o courses attended b the Board (on
individual member basis) include the ollowing:
● SEAPEX Exploration Conference, a widel recognised
premium petroleum upstream event in Southeast Asia,
which serves as a orum or high qualit technical
presentations relevant to Southeast Asia and
petroleum geolog courses, and provides excellentnetworking opportunities to meet and discuss business
opportunities with colleagues and peers.
● The Corporate Governance and Boardroom Issues in
Challenging Times, and Governance and Risk Management Practices for the Financial Markets in
the 21st Century , which cover the duties and
responsibilities o Directors in challenging times.
● Corporate Governance week organised b the
Securities Commission, which addressed topics
such as shareholders’ rights, and the next corporate
governance agenda or Asia.
● New Corporate Governance Blueprint and Regulatory
Update Seminar held in December last ear, which
highlighted the need or compliance to the blueprint.
● Advocacy Sessions on Disclosure for CEOs and CFOs
organised b Bursa Securities earlier this ear which
ocused on the importance o transparenc anddisclosure.
● Detecting Red Flags in Creative Accounting to better
identi the ke risk areas o potential misstatements
in the inancial statements, as well as to better
adopt a prudent approach in interpreting inancial
statements.
● Innovate or Die: Strategies in Rapidly Changing
Market and the Asean -China Symposium 2011,
which emphasised the need to keep up-to-date with
the current developments in the market.
● Creating Cross Border Champions, to acilitate
understanding o national and organisational cultural
dierences in order to build long-term relationshipswith international partners and negotiate more
eectivel.
● Introduction to Exploration Petroleum Geology which
described the basic elements required or a working
petroleum sstem, how the data required or
assessment o each o these elements is acquired,
how volumes o leads and prospects are calculated
and how each o the elements is assigned a
probabilit o success to calculate an overall
geological chance o success or making an
exploration discover.
Hibiscus Petroleum Berhad
47
Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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5. New Appointent or Re-election of Directors
In line with the Malasian Code o CorporateGovernance, the Nomination Committee consists
entirel o Non-Executive Directors, two o whom are
also Independent Directors.
The members o the Nomination Committee are Zainol
Izzet bin Mohamed Ishak (Chairman), Zainul Rahim bin
Mohd Zain and Datin Sunita Mei-Lin Rajakumar.
The Nomination Committee appraises the nominees or
Directorship, Board Committee membership and
candidates or Senior Management recommended b
Managing Director, b evaluating the candidate’s skills,
knowledge, expertise, experience, proessionalism and
integrit. Other actors considered include the desirable
balance o skill sets available amongst the current
board members, as well as the current Group structure
and requirements.
Upon the completion o their appraisal, recommendations
are submitted to the Board or a inal decision.
The Nomination Committee is also tasked with
conducting an annual review o the perormance o the
Board as a whole and each individual Director. Based
on their recommendation, the Board is then responsible
to decide whether to table the proposed re-election o
a Director at the next annual general meeting,
notwithstanding that speciic Directors are required to
retire b rotation at the meeting.
In accordance with the Articles o Association o the
Compan, at least one-third o the Directors shall retire
b rotation at each Annual General Meeting once ever
three ears but shall be eligible or re-election.
6. Directors’ Reuneration
In conducting its annual appraisal, the Nomination
Committee is to provide its indings to the Remuneration
Committee or their annual evaluation o the overall
remuneration polic or Directors and Senior
Management. The Remuneration Committee is to then
submit its recommendations o the appropriate
remuneration package or adjustment to the package o
Executive Director(s) and Senior Management to theBoard or approval. The compensation package or Non-
Executive Directors is decided b the Board as a whole.
In compliance with the Malasian Code o Corporate
Governance, the Remuneration Committee wholl
comprises Non-Executive Directors. The Remuneration
Committee members are the same as the Nomination
Committee members, namel Zainul Rahim bin Mohd
Zain (Chairman), Zainol Izzet bin Mohamed Ishak and
Datin Sunita Mei-Lin Rajakumar.
The Remuneration Committee and the Board remain
supportive o the Group’s corporate objectives and isaligned with the interest o shareholders, while taking
into account the necessit o ensuring the attractiveness
o the remuneration packages to attract and retain
individuals o high calibre within the Group.
Further details o the Directors’ remuneration and ees
(including beneits in-kind) or the inancial ear ended
31 March 2012 are as disclosed in Note 20 o the
Financial Report section on page 93 o this Annual
Report.
Coittees Established by the Board
Several Board Committees have been established to assistthe Board in discharging its duties. Each committee operates
under their respective terms o reerence.
The unctions and terms o reerence o Board Committees,
as well as authorit delegated b the Board to these
committees, are reviewed rom time to time to ensure that
the are relevant and up-to-date.
These committees have the authorit to examine particular
issues and report to the Board their recommendations. The
ultimate responsibilit or the inal decision on most matters
lies with the entire Board.
● Audit Coittee
The Audit Committee consists exclusivel o Non-Executive Directors, the majorit o whom are Independent
Directors.
The duties and responsibilities o the Audit Committee
include the review o the interim and ull ear inancial
statements, and adequac o the internal inancial
controls in place within the Group. Further obligations o
the Audit Committee are contained in the Terms o
Reerence o the Audit Committee as set out under the
Audit Committee Report on pages 52 to 53 o this
Annual Report.
Details o attendance o members at Audit Committee
meetings held during the inancial ear ended 31 March
2012 are set out under the Audit Committee Report on
page 51 o this Annual Report.
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● Noination Coittee
The ke responsibilities o Nomination Committee are
outlined in Section 5 above.
The attendance o members at the Nomination Committee
meeting held during the inancial ear ended 31 March
2012, is relected below:
Nae of Director Attendance
Zainol Izzet bin Mohamed Ishak
(Chairman)
1/1
Zainul Rahim bin Mohd Zain 1/1
Datin Sunita Mei-Lin Rajakumar 1/1
The Nomination Committee has met once during the
inancial ear, and is in compliance with its Terms o
Reerence with regard to the minimum number o
meeting times.
● Reuneration Coittee
The ke responsibilities o the Remuneration Committee
are outlined in Section 6 above.
As the Qualiing Acquisition o the Compan was onl
completed on 18 April 2012, ater the conclusion o the
inancial ear, the Remuneration Committee did not hold
an meetings as it had alread been agreed that prior
to the completion o the Qualiing Acquisition, the
Executive Director and Senior Management Team would
not receive an increments or perormance incentives.
Accountability and Audit
1. Financial Reporting
It is the Board’s objective to present a balanced and
understandable assessment o the Group’s position
and prospects. This aim also applies to other price
sensitive reports prepared. The Directors’ responsibilit
statement is enclosed on page 57 o this Annual
Report.
2. Internal Control
A sound sstem o internal controls is maintained and
implemented b the Group to saeguard shareholders’investment and the Group’s assets. The Board is
cognisant o the importance o such controls, as
urther elaborated under the Statement o Internal
Control b the Directors on pages 54 to 55 o this
Annual Report.
3. Relationship with the Auditors
The external auditors, Messrs Crowe Horwath, havecontinued to report to members o the Compan on their
audit opinion which are included as part o the Group’s
inancial reports with respect to their audit on the
inancial ear’s statutor inancial statements. In doing
so, the Group has established a transparent arrangement
with the auditors to meet the auditors’ proessional
requirements. From time to time, the auditors ma
highlight to the Audit Committee and the Board on
matters that require the Board’s attention. The report b
the Audit Committee on the review o the audit reports
is enclosed at pages 51 and 53 o this Annual Report.
Messrs Crowe Horwath has expressed their intention
not to seek re-election as external auditors o the
Compan and the resolution or the appointment o the
new external auditors will be tabled at the orthcoming
Annual General Meeting or the ear ended 31 March
2012.
Crowe Horwath advised that “The Group’s major
contributor in terms o results and assets in the next
inancial ear will be the Lime Petroleum Plc Group with
most o its operations located in the Middle East
Region. This group is presentl audited b another irm
o auditors. Our irm’s policies require us to audit the
subsidiaries or companies which contribute signiicantl
to the results or assets o the group when we sign o
the group inancial statements.
However, as our ailiate irms do not presentl have
the required resources to perorm the audit o the Lime
Petroleum Plc Group, we wish to advise that we will
not seek re-appointment as the auditors o the
Compan at the orthcoming Annual General Meeting
when our term ends.”
Relationships with Shareholders
1. Engageent with Shareholders
The Group is ull committed to observing the principles
o corporate governance in maintaining transparenc
and accountabilit to all stakeholders. This commitment
is maniested b the air disclosure practice observedGroup-wide to provide clear, comprehensive and timel
inormation to all stakeholders via a medium which is
readil accessible to all (such as Bursa LINK and the
corporate website www.hibiscuspetroleum.com).
In the strict observance with the disclosure requirements
o Bursa Securities, announcements are made via
Bursa LINK, together with the release o the hal earl
reports and Annual Report.
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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During the Initial Public Oering (IPO) process, the
Management had held numerous brieings to institutionalinvestors, analsts, und managers, remisiers and high
net-worth individuals in its eorts to educate the
investing communit on new structures/niche sectors
such as the SPAC structure and the E&P industr, both
o which were new in Malasia. Fact sheets on SPACs
and the E&P industr were also distributed during the
brieings, and posted on the Group’s corporate website.
For the Qualiing Acquisition exercise, a comprehensive
circular with ull details o the transaction was issued
to shareholders. Being cognisant o the complexit o
the Qualiing Acquisition transaction and the E&P
industr, the Board and the Management had arranged
a video presentation which sets out the ke acts o
the transaction in graphic and simple terms to acilitatethe understanding o the shareholders. The video has
been uploaded on the corporate website.
In addition, the Management engaged with the media
to urther explain the SPAC structure as well as the
E&P industr in a bid to disseminate additional
inormation to a wider audience.
The Group’s website (www.hibiscuspetroleum.com) also
serves as an avenue or the public and the investing
communit to have access to inormation such as the
corporate proile, updates on the strategic, operational
and corporate developments, announcements and
press releases, as well as contact details o a member
o Management who is available or providing responses
to an clariication sought. The Board has designated
the Chie Financial Oicer as the person to whom
concerns rom the shareholders and/or queries rom
the public can be conveed. The Chie Financial Oicer
ma be contacted at [email protected].
Under all circumstances, the Group upholds the strictest
standards o conidentialit with regards to undisclosed
material inormation and continuall observes the
dissemination o inormation to shareholders and the
general public in a timel and air manner.
2. Extraordinary General meeting (EGm)
The Compan held an EGM on 21 March 2012 with themain objective o addressing shareholder queries in
respect o the Qualiing Acquisition in order to seek
shareholder approval to proceed with the Qualiing
Acquisition.
At the EGM, prior to obtaining shareholders’ approval
in excess o 99% in avour o the Qualiing Acquisition
(as veriied b the Independent Scrutineers), the
Chairman and Managing Director also responded to
queries b the shareholders on the uture plans o the
Group post-Qualiing Acquisition.
The Board generall welcomes shareholder engagement
as it provides an opportunit to assess market
expectations and more signiicantl, is an eective
method o educating our shareholders o the technical
complexities and risks o the industr sector in which
we operate.
This Statement is made in accordance with the
resolution o the Board o Directors dated 27 August
2012.
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From left to right:
Datin Sunita mei-Lin Rajakuar
Independent, Non-Executive Director
Tay Chin Kwang
Independent, Non-Executive Director
Zainul Rahi bin mohd Zain
Non-Independent, Non-Executive Chairman
Zainol Izzet bin mohaed Ishak
Independent, Non-Executive Director
The Audit Committee o Hibiscus Petroleum Berhad (Hibiscus Petroleum or the Compan) is pleased to present their Audit
Committee Report or the inancial ear ended 31 March 2012 in compliance with paragraph 15.15 o Main Market Listing
Requirements (MMLR) o Bursa Malasia Securities Berhad (Bursa Securities).
Coposition Of Audit Coittee And Attendance
The Audit Committee was ormed b the Board pursuant to its meeting on 26 Februar 2011. The attendance o members
at the Audit Committee meetings held during the inancial ear ended 31 March 2012, is relected below:
Nae Designation Directorship
Attendance at
Coittee meetings
Datin Sunita Mei-Lin Rajakumar Chairperson Independent Non-Executive Director 2/2
Zainul Rahim bin Mohd Zain Member Non-Independent Non-Executive Director
(Chairman)
2/2
Zainol Izzet bin Mohamed Ishak Member Independent Non-Executive Director 2/2
Ta Chin Kwang* Member Independent Non-Executive Director 0/0
* Appointed on 14 June 2012
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
> Audit Coittee Report
ABOUT
CHAIRM
STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
ANNUA
MEETIN
LETTER
NOMIN
FORM
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Ters Of Reference
The Audit Committee is governed b the Terms o Reerence,
an extract o which is stated below.
1.0 Objectives
The Audit Committee shall assist the Board in:
(a) compling with speciied accounting standards and
required disclosure as administered b Bursa
Securities, relevant accounting standards bodies,
and an other laws and regulations as amended
rom time to time;
(b) presenti ng a balanced and comprehen sible
assessment o the Compan’s position and
prospects;
(c) establishing a ormal and transparent structure ormaintaining an appropriate relationship with the
Compan’s auditors; and
(d) maintaining a sound sstem o internal controls to
saeguard shareholders’ investments and the
Compan’s assets.
2.0 Powers
In carring out its duties and responsibilities, the Audit
Committee shall have the ollowing rights:
(a) the explicit authorit to investigate an matter
within its Terms o Reerence;
(b) access to the resources which are required to
perorm its duties;
(c) ull, ree and unrestri cted access to an
inormation, records, properties and personnel o
the Compan;
(d) direct communication channels with the external
and internal auditors;
(e) abilit to obtain independent proessional or other
advice, and to invite external parties with relevant
experience to attend the Audit Committee
meetings, i required, and to brie the Audit
Committee thereo;
() abilit to convene meetings with external and
internal auditors, or both, whenever deemed
necessar, excluding the attendance o other
Directors and emploees o the Compan;
(g) promptl report to Bursa Securities where a matter
reported b the Audit Committee to the Board has
not been satisactoril resolved resulting in a
breach o the MMLR; and
(h) the attendance o an particular Audit Committee
meeting b other Directors and emploees o the
Compan shall be at the Audit Committee’s
invitation and discretion, and speciic to that
relevant meeting onl.
3.0 Duties And Responsibilities
External Audit
(a) Nominate and recommend the external auditors
or appointment, to consider the adequac o
experience, resources, audit ee and an issue
regarding resignation or dismissal o the external
auditors;
(b) Review with the external auditors, the nature,
scope and plan o the audit beore the audit
commences and report the same to the Board;
(c) Ensure co-ordination i more than one audit irm is
involved in the audit;
(d) Review with the external auditors, their audit
report and report the same to the Board;
(e) Review with the external auditors, their evaluation
o the sstem o internal controls and report the
same to the Board;
() Review the assistance given b the emploees o
the Compan to the external auditors and report
the same to the Board;
(g) Review an letter o resignation rom the external
auditors and report the same to the Board;
(h) Review whether there is reason, supported b
grounds, to believe that the external auditors are
not suitable or reappointment and report the
same to the Board;
(i) Discuss problems and reservations , i an,
arising rom the interim and inal audits, and an matter which the external auditors wishes to
discuss in the absence o the Management, where
necessar; and
(j) Discuss and review the external auditor’s
management letter and management response.
Internal Audit
(a) Review and report the same to the Board on the
adequac o the scope, unctions and resources o
the internal audit unction, and that it has the
necessar authorit to carr out its work;
(b) Review and report the same to the Board on the
internal audit programme, processes, the results
o the internal audit programme, processes orinvestigation undertaken, and whether or not
appropriate action is taken on the recommendations
o the internal audit unction;
(c) Ensure that appropriate action is taken on the
recommendations o the internal auditors, where
necessar;
(d) Review the assistance and co-operation given b
the emploees o the Compan to the internal
auditors;
(e) Review an appraisal or assessment o the
perormance o the internal auditors;
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() Approve an appointment or termination o the
internal auditors; and
(g) Inorm itsel o the resignation o internal auditors
and request the resigning irm to submit its
reasons or resigning.
Risk Assessent
During the risk assessment process, the ollowing shall
be considered:
(a) Principal risks and the process o identiication,
evaluation and management o the principal risks;
(b) Eectiveness o internal control sstems deploed
b the Management to address those risks;
(c) Corrective measures undertaken to remed ailings
and/or weaknesses;
(d) Further requirement or extensive monitoring;
(e) Abilit o the Compan to meet changes in
signiicant risks and respond to constant changes
to the business and/or external environment;
() Scope and qualit o the Management’s ongoing
monitoring o risks and the work o internal audit,
and other assurance service providers on the
robustness o the risk management process;
(g) Communication and monitoring o risk assessment
results to the Board; and
(h) Actual and potential impact o an ailing or
weakness, particularl those related to inancial
perormance or conditions aecting the Compan.
Others
(a) Prior to the approval o the Board, review the
quarterl and ear-end inancial statements and
report the same to the Board, ocusing particularl
on:
i. an major changes in accounting policies and
practices;
ii. signiicant and unusual events;
iii. the going concern assumption; and
iv. compliance with accounting standards and
other statutor requirements.
(b) Review an related part transactions and conlict o
interest situation that ma arise within the Compan
including an transaction, procedure or course o conduct that raises questions o management
integrit and report the same to the Board;
(c) Discuss and review the major indings o an
internal investigations and the Management’s
response;
(d) Review the statement with regard to the state o
internal controls o the Compan and report the
same to the Board;
(e) Oversee the Compan’s internal control structure
to ensure operational eectiveness and eicienc,reduce risk o inaccurate inancial reporting,
protect the Compan’s assets rom misappropriation
and encourage legal and regulator compliance;
() Submit recommendations, where necessar, to the
Board or approval;
(g) Perorm an other work that it is required or
empowered to do b statutor legislation or
guidelines as prepared b the relevant government
authorities; and
(h) Consider other topics as deined b the Board.
Suary Of The Audit Coittee Activities For
The Financial Year Ended 31 march 2012
During the inancial ear ended 31 March 2012, the ollowing
activities were carried out:-
(a) Reviewed the audited inancial report or the inancial
ear ended 31 March 2011 o the Group as well as
the statutor auditors’ report thereon prior to submission
to the Board or their consideration and approval, upon
being satisied that, inter alia, the were drawn up in
accordance with the provisions o the Companies Act,
1965 and the applicable approved Financial Reporting
Standards (FRS) issued b the Malasian Accounting
Standards Board;
(b) Reviewed, sought management and external auditors’
explanations, and approved the hal-earl inancial
results including the related announcements to Bursa
Securities or the period ended 30 September 2011
beore recommending the same or approval b the
Board upon being satisied that, it complies with the
applicable approved FRS, MMLR o Bursa Securities
and other relevant regulator requirements.
(c) Discussed with external auditors o the Group on the
ollowing:-
● ke indings rom their review o the audited
inancial statements and the hal-earl inancial
results o the Group; and● an other pertinent issues which in the opinion o
the external auditors should be highlighted to the
Audit Committee.
(d) Oversaw the poll at the Compan’s Extraordinar
General Meeting on 21 March 2012 and worked with
the Compan Secretar and Independent Scrutineers to
ensure voting on Qualiing Acquisition was conducted
appropriatel and transparentl.
Internal Audit Function
The internal audit unction was not established during the
inancial ear as the Compan remained a Special Purpose
Acquisition Compan.
Hibiscus Petroleum Berhad
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ResponsibilityThe Board o Directors recognises the importance o sound
internal control and risk management sstems to saeguard
shareholders’ investments and the Group’s assets. The
Board airms its overall responsibilit or the Group’s internal
control and risk management sstems, which include the
establishment o an appropriate control environment and
ramework as well as reviewing its adequac and integrit.
The internal control and risk management sstems o the
Group were based on the status o the Compan as a
Special Purpose Acquisition Compan (SPAC) during the
inancial ear.
To acilitate its responsibilities, the Board had tasked the
Management to identi and assess principal risks aced b the Group and thereater design, implement and monitor
appropriate sstems to manage those risks. As there are
limitations that are inherent in an internal control and risk
management sstems, the sstem designed can manage
rather than eliminate risks that impact the achievement o
the Group’s business objectives. Accordingl, it can onl
provide reasonable but no absolute assurance against
material misstatement or loss. The sstem o internal
control covers, inter alia, inancial, operational and compliance
controls, as well as risk management procedures.
Key Eleents Of The Internal Control And Risk
manageent Systes Of The CopanyIn view o the Compan’s status as a SPAC, the Compan
did not establish an Internal Audit Department unction
during the inancial ear. Nonetheless, there is an ongoing
process or identiing, evaluating, monitoring and managing
risks aced b the Group. This process has been in place
throughout the ear under review, and is applied consistentl
throughout the Group and is regularl reviewed.
The Group’s internal control and risk management sstems
during the inancial ear encompassed, amongst others, the
ollowing ke policies and processes which were suited to
the Compan’s status as a SPAC:-
1. Identification and Copletion of the Qualifying Acquisition
a. Selection and review of targets for the Qualifying
Acquisition
An extensive identiication and selection process
o target opportunities was conducted b the
Management ater the Compan’s listing on 25
Jul 2011. The Management had reviewed at least
14 opportunities relating to oil and gas explorationand production prospects located in Oman, India,
Vietnam, Indonesia, Philippines, Australia, Papua
New Guinea and Thailand. O these, our were
shortlisted beore the Board inall selected the
acquisition o a 35% equit stake in Lime
Petroleum Plc (Lime) as the Compan’s Qualiing
Acquisition (Lime Acquisition).
The Board and the Management selection criteria
was based on the broad strateg o the Group, as
had been set out in the Compan’s Prospectus
dated 30 June 2011, and a more detailed
consideration o other actors under the ollowing
criteria:-
● Technical criteria (or example, passive or active
technical role o the Compan, subsurace
considerations and risks, operational risks,
environmental and exploitation considerations);
● Commercial criteria (or example, iscal terms o
concessions, venture partners, inancial returns).
● Geo-political criteria (or example, whether the
prospects considered were located in politicall
stable and secure areas within the Compan’s
regions o interest namel South Asia, Middle
East, East Asia and Oceania); and
● SPAC listing criteria wherein the Board had
to ensure that the total consideration tobe paid resulted, in aggregate o at least
RM170 million (being 80% o the aggregate
amount in the Trust Account) being expended
so that the recommendation would be
suitable as a Qualiing Acquisition. Under the
Equit Guidelines issued b the Securities
Commission, a Trust Account is to be
maintained b an independent custodian, to
hold and deal with part o the Initial Public
Oering (IPO) trust proceeds (being 90% o the
gross proceeds raised b our Compan in the
IPO, including accrued interest) on behal o
our Compan. The air market value o a
Qualiing Acquisition is required to be at least
80% o the aggregate amount then on depositin the Trust Account.
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b. Execution and completion of the Lime Acquisition
as a Qualifying Acquisition
Extensive technical, legal and inancial due
diligence reviews were carried out b independent
external experts prior to execution o the
transaction agreements in relation to the Lime
Acquisition. Experienced local and oreign advisors
were appointed to perorm such reviews and to
provide advice on legal, inancial, technical and
regulator matters.
Comprehensive reports with respect to the Lime
Acquisition were presented to the Board. Ke
advisors were also invited to brie the Board on
their indings on the Lime Acquisition. Ater
extensive discussions and reviews, the Boarddeliberated and approved the Lime Acquisition,
which was then recommended to the Compan’s
shareholders at the Extraordinar General Meeting
(EGM) on 21 March 2012, or their approval. The
voting procedure at the EGM was b wa o poll,
and veriied b independent scrutineers.
2. Clear and Structured Organisational Reporting Lines
The Group has a well-deined organisation structure
that is aligned to its business requirements and also
to ensure check and balance through segregation o
duties. Clear reporting lines and authorit limits govern
the approval process, driven b Limits o Authorit set
b the Board.
All ke strategic, business and investment plans are
approved and monitored b the Board. Comprehensive
Board papers, which include both inancial and non-
inancial matters such as cashlow orecasts, business
strategies, corporate exercises, and an other ke
matters to consider o the Group, were escalated to
the Board or deliberation and approval.
3. Strategic Business Planning, Budgeting and Reporting
The Group’s overall strategic business plan that maps
out its objectives and business direction, with ocus on
the Lime Group, was presented b the Management to
the Board or their deliberation and clearance. The
Management has provided the Board with regularupdates on the corporate activities as well as the
progress o work activities within the Lime Group
perormed b the Hibiscus Petroleum Group in its
capacit as Project Manager o the Middle East
concessions o the Lime Group. The Management also
regularl reviewed with the Board, issues covering, but
not restricted to, strateg, perormance, resources and
standards o business conduct.
4. Cash investents and monitoring
Under the Equit Guidelines issued b the Securities
Commission, the cash in the Trust Account raised rom
the IPO ma onl be invested in securities issued b
the Malasian government, mone market instruments
and AAA-rated papers prior to the completion o the
Qualiing Acquisition. Ater taking into consideration
ke actors such as returns, tenure and risks, the
Management had recommended, and the Board had
approved, the investment o the proceeds raised in the
most suitable mone market instrument.
In view o the limited cash available to the Group prior
to the completion o the Qualiing Acquisition, cashlows
were closel monitored, and reported to the Board on
a regular basis.
5. Liits of Authority (LOA)
The Board’s approving authorit is delegated to the
Management through a clear and ormall deined LOA
which deal with areas o corporate, inancial, operational,
human resource, and work plan and budget. The LOA
is the primar instrument that governs and manages
the Group’s business decision process. Whilst the
objective o the LOA is to empower the Management,
the ke principle adhered to in its ormulation is to
ensure that a sstem o internal controls o checks and
balance are incorporated therein. The LOA is periodicall
reviewed and updated to ensure its relevance to the
Group’s business.
As required b paragraph 15.23 o the Main Market
Listing Requirements o Bursa Malasia Securities
Berhad, the external auditors have reviewed this
Statement on Internal Control. Their review was
perormed in accordance with Recommended Practice
Guide (RPG) 5 issued b the Malasian Institute o
Accountants. Based on their review, the external
auditors have reported to the Board that nothing has
come to their attention which causes them to believe
that this statement is inconsistent with their
understanding o the process the Board has adopted
in their review o the adequac and integrit o
internal control o the Group. RPG 5 does not require
the external auditors to, and the did not, consider
whether this statement covers all risks and controls,
or to orm an opinion on the eectiveness o the
Group’s risk and control procedures.
Hibiscus Petroleum Berhad
55
Annual Report 2011/2012
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1. material Contracts Involving Directors and major Shareholders’ Interest
Save as disclosed below, there were no other material contracts o the Compan and its
subsidiaries involving directors’ and major shareholders’ interest, either still subsisting at
the end o the inancial ear or entered into since the end o the previous inancial ear:
(a) Deed Poll between Hibiscus Petroleum and the Warrants-B holders dated 8 June 2011
which governs the subscription and exercise o the Warrants-B into ordinar shares o
the Compan.
(b) The Service Agreement between Hibiscus Petroleum and Dr Kenneth Gerard Pereira
dated 1 Januar 2011 to appoint him as Managing Director o Hibiscus Petroleum.
2. Non-Audit Fees
During the inancial ear under review, non-audit ees paid to external auditors o the
Compan amounted to RM143,000.
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The Board o Directors is required b the Companies Act, 1965 to prepare inancial statements
or each inancial ear which have been made out in accordance with the applicable approvedaccounting standards in Malasia, that give a true and air view o the inancial position o the
Group and o the Compan at the end o the inancial ear and o the results and cash lows
o the Group and o the Compan or the inancial ear then ended.
The Board o Directors consider that in preparing the inancial statements o the Group and o
the Compan:
● appropriate accounting policies have been used and consistentl applied;
● reasonable and prudent judgments and estimates were made;
● all applicable approved accounting standards in Malasia and the provisions o the
Companies Act, 1965 have been complied with; and
● the going concern basis used is appropriate and valid.
The Board o Directors has responsibilit or ensuring that the Group keeps accounting records
which disclose with reasonable accurac the inancial position o the Group and o the Compan
to enable them to ensure the inancial statements compl with the Companies Act, 1965.
The Board o Directors has overall responsibilit or taking such steps as are reasonabl open
to them to saeguard the assets o the Group and or the implementation and continued
operation o adequate accounting and internal control sstems or the prevention o raud and
other irregularities.
The Board is satisied that it has met its obligation to present a balanced and comprehensible
assessment o the Group’s position and prospects in the Directors’ Report at pages 59 to 63
and the Financial Statements rom pages 67 to 104 o this Annual Report.
Hibiscus Petroleum Berhad
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> The Board Of Directors’ Responsibility StateentIn Respect O The Preparation O The Financial Statements
ABOUT
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59 Directors’ Report
64 Statement B Directors
64 Statutor Declaration
65 Independent Auditors’ Report
67 Statements O Financial Position
68 Statements O Comprehensive Income
69 Statements O Changes In Equit
71 Statements O Cash Flows
72 Notes To The Financial Statements
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The directors hereb submit their report and the audited inancial statements o the Group and o the Compan or the
inancial ear ended 31 March 2012.
Principal Activities
The Compan is principall engaged in the business o investment holding and the provision o project management, technical
and other services relating to the oil and gas exploration and production industr. The principal activities o the subsidiaries
are set out in Note 5 to the inancial statements. There have been no signiicant changes in the nature o these activities
during the inancial ear.
Results
The Group
Rm
The Copany
Rm
Loss ater taxation or the inancial ear (4,884,245) (4,921,097)
Attributable to:-
Owners o the Compan (4,884,245) (4,921,097)
Dividends
No dividend was paid since the end o the previous inancial ear and the directors do not recommend the pament o an
dividend or the current inancial ear.
Reserves And Provisions
All material transers to or rom reserves or provisions during the inancial ear are disclosed in the inancial statements.
Issues Of Shares And Debentures
During the inancial ear,
(a) the Compan increased its authorised capital rom 89,000,000 ordinar shares to 2,400,000,000 ordinar shares o
RM0.01 each, and rom 11,000,000 Redeemable Convertible Preerence Shares (“RCPS”) to 100,000,000 RCPS o
RM0.01 each.
(b) the Compan increased its issued and paid-up share capital rom RM2 to RM4,180,479 b wa o the ollowing:-
(i) conversion o 8,361,120 RCPS into 83,611,200 new ordinar shares o RM0.01 each;
(ii) capitalisation o initial investors’ utilisation amount into 6,666,667 new ordinar shares o RM0.01 each at an
issue price o RM0.45 per share;
(iii) subscription b the initial investors o 15,555,555 new ordinar shares o RM0.01 each at an issue price o
RM0.45 per share;
(iv) public issue pursuant to the Compan’s listing o 312,214,300 new ordinar shares o RM0.01 each at an issue
price o RM0.75 per share.
The new ordinar shares issued rank pari passu in all respects with the existing ordinar shares o the Compan; and
(c) there were no issues o debentures b the Compan.
Hibiscus Petroleum Berhad
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Options Granted Over Unissued Shares
During the inancial ear, no options were granted b the Compan to an person to take up an unissued shares in the
Compan.
Warrants
Warrants-A
The Warrants-A were issued in registered orm and are constituted b the Warrants-A Deed Poll. The Warrants-A are listed
on the Main Market o Bursa Malasia and are exercisable antime during the period commencing rom 18 April 2012 up
to 24 Jul 2014.
The terms o Warrants-A are disclosed in Note 11 to the inancial statements. As at 31 March 2012, all Warrants-A remained
unexercised.
Warrants-B
The Warrants-B were issued in registered orm and are constituted b the Warrants-B Deed Poll. The Warrants-B are not
listed and are exercisable antime during the period commencing rom 18 April 2012 up to 24 Jul 2014.
The terms o Warrants-B are disclosed in Note 11 to the inancial statements. As at 31 March 2012, all Warrants-B
remained unexercised.
Note:-
The Warrants-B are held by Hibiscus Upstream Sdn. Bhd. (“Hibiscus Upstream”) , a company set up to hold ordinary shares of RM0.01 each and
Warrants-B of the Company on behalf of the Company’s non-independent directors and management team. Presently, there is a 50% moratorium imposed
on the sale, transfer or assignment of shares and Warrants-B held by Hibiscus Upstream, which expires on 17 April 2013.
The ordinar shares issued rom the exercise o warrants shall rank pari passu in all respects with the existing issued
ordinar shares o the Compan except that the shall not be entitled to an dividends, distributions, rights, allotments and/
or an other orms o distribution where the entitlement date o which precedes the relevant date o the allotment and
issuance o the new shares arising rom the exercise o warrants.
Bad And Doubtful Debts
Beore the inancial statements o the Group and o the Compan were made out, the directors took reasonable steps to
ascertain that actions had been taken in relation to the writing o o bad debts and the making o allowance or impairment
losses on receivables, and satisied themselves that there are no known bad debts and that no allowance or impairment
losses on receivables is required.
At the date o this report, the directors are not aware o an circumstances that would require the writing o o bad debts,
or the allowance or impairment losses on receivables in the inancial statements o the Group and o the Compan.
Valuation methods
At the date o this report, the directors are not aware o an circumstances which have arisen which render adherence to
the existing methods o valuation o assets or liabilities o the Group and o the Compan misleading or inappropriate.
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Current Assets
Beore the inancial statements o the Group and o the Compan were made out, the directors took reasonable steps to
ascertain that an current assets other than debts, which were unlikel to be realised in the ordinar course o business,
including their values as shown in the accounting records o the Group and o the Compan, have been written down to an
amount which the might be expected so to realise.
At the date o this report, the directors are not aware o an circumstances which would render the values attributed to the
current assets in the inancial statements misleading.
Contingent And Other Liabilities
At the date o this report, there does not exist:-
(i) an charge on the assets o the Group and o the Compan that has arisen since the end o the inancial ear which
secures the liabilities o an other person; or
(ii) an contingent liabilit o the Group and o the Compan which has arisen since the end o the inancial ear.
No contingent or other liabilit o the Group and o the Compan has become enorceable or is likel to become enorceable
within the period o twelve months ater the end o the inancial ear which, in the opinion o the directors, will or ma
substantiall aect the abilit o the Group and o the Compan to meet their obligations when the all due.
Change Of Circustances
At the date o this report, the directors are not aware o an circumstances not otherwise dealt with in this report or the
inancial statements o the Group and o the Compan which would render an amount stated in the inancial statements
misleading.
Ites Of An Unusual Nature
The results o the operations o the Group and o the Compan during the inancial ear were not, in the opinion o the
directors, substantiall aected b an item, transaction or event o a material and unusual nature.
There has not arisen in the interval between the end o the inancial ear and the date o this report an item, transaction
or event o a material and unusual nature likel, in the opinion o the directors, to aect substantiall the results o the
operations o the Group and o the Compan or the inancial ear.
Directors
The directors who served since the date o the last report are as ollows:-
Zainul Rahim Bin Mohd Zain
Dr Kenneth Gerard Pereira
Dr Rabi Naraan Bastia
Zainol Izzet Bin Mohamed Ishak
Datin Sunita Mei-Lin Rajakumar
Roushan A/L Arumugam (Appointed on 25.7.2011)
Ta Chin Kwang (Appointed on 14.6.2012)
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Directors’ Interests
According to the register o directors’ shareholdings, the interests o directors holding oice at the end o the inancial ear
in ordinar shares in the Compan and its related corporations during the inancial ear are as ollows:-
Nuber Of Ordinary Shares Of Rm0.01 Each
At
1.4.2011
Allotted/
Bought Sold
At
31.3.2012
Indirect Interests:-
Dr Kenneth Gerard Pereira* 200 83,611,200 – 83,611,400
Datin Sunita Mei-Lin Rajakumar** – 100,000 – 100,000
Roushan A/L Arumugam*** – 30,415,000 – 30,415,000
* Deemed interested via his 57.41% equity interest in Hibiscus Upstream.
** Deemed interested via her spouse’s (Datuk Dr Jeyaindran C Sinnadurai) shareholdings in the Company.*** Deemed interested via his 90% equity interest in Littleton Holdings Pte. Ltd.
Nuber Of RCPS Of Rm0.01 Each
At
1.4.2011 Bought Exercised
At
31.3.2012
Indirect Interest:-
Dr Kenneth Gerard Pereira* 10,555,000 – (8,361,120) 2,193,880
* Deemed interested via his 57.41% equity interest in Hibiscus Upstream.
Nuber Of Warrants-A
At
1.4.2011
Allotted/
Bought Sold
At
31.3.2012
Indirect Interests:-
Datin Sunita Mei-Lin Rajakumar** – 1,000,000 – 1,000,000
Roushan A/L Arumugam*** – 23,000,000 – 23,000,000
Nuber Of Warrants-B
At
1.4.2011 Allotted Sold
At
31.3.2012
Indirect Interest:-
Dr Kenneth Gerard Pereira* – 83,611,200 – 83,611,200
* Deemed interested via his 57.41% equity interest in Hibiscus Upstream.
** Deemed interested via her spouse’s (Datuk Dr Jeyaindran C Sinnadurai) warrant holdings in the Company.
*** Deemed interested via his 90% equity interest in Littleton Holdings Pte. Ltd.
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Directors’ Benefits
Since the end o the previous inancial ear, no director has received or become entitled to receive an beneit (other than
a beneit included in the aggregate amount o emoluments received or due and receivable b directors as shown in the
inancial statements, or the ixed salar o a ull-time emploee o the Compan) b reason o a contract made b the
Compan or a related corporation with the director or with a irm o which the director is a member, or with a compan in
which the director has a substantial inancial interest except or an beneits which ma be deemed to arise rom transactions
entered into in the ordinar course o business with companies in which certain directors have substantial inancial interests
as disclosed in Note 21 to the inancial statements.
Neither during nor at the end o the inancial ear was the Group or the Compan a part to an arrangements whose object
is to enable the directors to acquire beneits b means o the acquisition o shares in, or debentures o, the Compan or
an other bod corporate other than the warrants issued b the Compan.
Significant Events During/Subsequent To The Financial Year
The signiicant events during/subsequent to the inancial ear are disclosed in Note 26 to the inancial statements.
Signed In Accordance With A Resolution Of The Directors
Dated 23 July 2012
Dr Kenneth Gerard Pereira Zainol Izzet Bin mohaed Ishak
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We, Dr Kenneth Gerard Pereira and Zainol Izzet Bin Mohamed Ishak, being two o the directors o Hibiscus Petroleum Berhad,
state that, in the opinion o the directors, the inancial statements set out on pages 67 to 104 are drawn up in accordancewith Financial Reporting Standards and the Companies Act, 1965 in Malasia so as to give a true and air view o the
inancial position o the Group and o the Compan at 31 March 2012 and o their results and cash lows or the inancial
ear then ended.
The supplementar inormation set out in Note 28 which is not part o the inancial statements, is prepared in accordance
with the Guidance on Special Matter No. 1, Determination o Realised and Unrealised Proits or Losses in the Context o
Disclosure Pursuant to Bursa Malasia Securities Berhad Listing Requirements, as issued b the Malasian Institute o
Accountants and the directive o Bursa Malasia Securities Berhad.
Signed In Accordance With A Resolution Of The Directors
Dated 23 July 2012
Dr Kenneth Gerard Pereira
Zainol Izzet Bin mohaed Ishak
I, Joce Theresa Sunita Vasudevan, being the oicer primaril responsible or the inancial management o Hibiscus Petroleum
Berhad, do solemnl and sincerel declare that the inancial statements set out on pages 67 to 104 are, to the best o
m knowledge and belie, correct, and I make this solemn declaration conscientiousl believing the same to be true and b
virtue o the provisions o the Statutor Declarations Act, 1960.
Subscribed and solemnl declared b
Joce Theresa Sunita Vasudevan
at Kuala Lumpur in the Federal Territor
on this 23 Jul 2012 Joyce Theresa Sunita Vasudevan
Beore me
mohaad Roslan Bin mustafa
COMMISSIONER FOR OATHS
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> Statutory Declaration
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Report On The Financial Stateents
We have audited the inancial statements o Hibiscus Petroleum Berhad, which comprise the statements o inancial position
as at 31 March 2012 o the Group and o the Compan, and the statements o comprehensive income, statements o
changes in equit and statements o cash lows o the Group and o the Compan or the inancial ear then ended, and
a summar o signiicant accounting policies and other explanator inormation, as set out on pages 67 to 104.
Directors’ Responsibility for the Financial Statements
The directors o the Compan are responsible or the preparation o inancial statements that give a true and air view in
accordance with Financial Reporting Standards and the Companies Act 1965 in Malasia, and or such internal control as
the directors determine is necessar to enable the preparation o inancial statements that are ree rom material
misstatement, whether due to raud or error.
Auditors’ Responsibility
Our responsibilit is to express an opinion on these inancial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in Malasia. Those standards require that we compl with ethical
requirements and plan and perorm the audit to obtain reasonable assurance about whether the inancial statements are
ree rom material misstatement.
An audit involves perorming procedures to obtain audit evidence about the amounts and disclosures in the inancial
statements. The procedures selected depend on our judgement, including the assessment o risks o material misstatement
o the inancial statements, whether due to raud or error. In making those risk assessments, we consider internal control
relevant to the Compan’s preparation o inancial statements that give a true and air view in order to design audit
procedures that are appropriate in the circumstances, but not or the purpose o expressing an opinion on the eectiveness
o the Compan’s internal control. An audit also includes evaluating the appropriateness o accounting policies used and the
reasonableness o accounting estimates made b the directors, as well as evaluating the overall presentation o the inancial
statements.
We believe that the audit evidence we have obtained is suicient and appropriate to provide a basis or our audit opinion.
OpinionIn our opinion, the inancial statements have been properl drawn up in accordance with Financial Reporting Standards and
the Companies Act, 1965 in Malasia so as to give a true and air view o the inancial position o the Group and o the
Compan as o 31 March 2012 and o their inancial perormance and cash lows or the inancial ear then ended.
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> Independent Auditors’ ReportTo The Members O Hibiscus Petroleum Berhad(Incorporated in Malasia) Compan No: 798322-P
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Report On Other Legal And Regulatory Requireents
In accordance with the requirements o the Companies Act, 1965 in Malasia (“ Act”), we also report the ollowing:-
(a) In our opinion, the accounting and other records and the registers required b the Act to be kept b the Compan and
its subsidiaries have been properl kept in accordance with the provisions o the Act.
(b) We are satisied that the inancial statements o the subsidiaries that have been consolidated with the Compan’s
inancial statements are in orm and content appropriate and proper or the purposes o the preparation o the inancial
statements o the Group and we have received satisactor inormation and explanations required b us or those
purposes.
(c) The audit reports on the inancial statements o the subsidiaries did not contain an qualiication or an adverse
comment made under Section 174(3) o the Act.
The supplementar inormation set out in Note 28 on page 105 is disclosed to meet the requirement o Bursa Malasia
Securities Berhad and is not part o the inancial statements. The directors are responsible or the preparation o thesupplementar inormation in accordance with Guidance on Special Matter No. 1, Determination o Realised and Unrealised
Proits or Losses in the Context o Disclosure Pursuant to Bursa Malasia Securities Berhad Listing Requirements, as issued
b the Malasian Institute o Accountants (“MIA Guidance”) and the directive o Bursa Malasia Securities Berhad. In our
opinion, the supplementar inormation is prepared, in all material respects, in accordance with the MIA Guidance and the
directive o Bursa Malasia Securities Berhad.
Other matters
This report is made solel to the members o the Compan, as a bod, in accordance with Section 174 o the Companies
Act, 1965 in Malasia and or no other purpose. We do not assume responsibilit to an other person or the content o
this report.
Crowe Horwath Lee Kok Wai
Firm No: AF 1018 Approval No: 2760/06/14 (J)
Chartered Accountants Chartered Accountant
Kuala Lumpur
23 Jul 2012
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To The Members O Hibiscus Petroleum Berhad
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Note
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Assets
NON-CURRENT ASSETS
Investments in subsidiaries 5 – 169,862,008 –
Investment in a jointl controlled entit 6 12,258,000 – –
Equipment 7 659,756 659,756 6,063
12,917,756 170,521,764 6,063
CURRENT ASSETS
Other receivables, deposits and prepaments 217,179 213,042 411,795
Amounts owing b subsidiaries 8 – 1,842,899 –Amount owing b a jointl controlled entit 9 1,854,930 – –
Fixed deposits with licensed banks 10 50,016,303 50,016,303 2,303,649
Cash and bank balances 168,507,696 168,467,289 212,745
220,596,108 220,539,533 2,928,189
TOTAL ASSETS 233,513,864 391,061,297 2,934,252
Equity And Liabilities
EQUITY
Share capital 11 4,180,479 4,180,479 2
Other reserves 12 234,053,243 235,367,598 –
Accumulated losses (6,089,018) (6,125,870) (1,204,773)
232,144,704 233,422,207 (1,204,771)
NON-CURRENT LIABILITY
Deerred tax liabilities 13 41,000 41,000 –
CURRENT LIABILITIES
Other paables and accruals 627,495 609,850 83,523
Amounts owing to subsidiaries 8 – 156,289,500 –
Amounts owing to related parties 9 – – 3,000,000
Provision or taxation 481,277 479,352 –
Redeemable Convertible Preerence Shares (“RCPS”) 14 219,388 219,388 1,055,500
1,328,160 157,598,090 4,139,023
TOTAL LIABILITIES 1,369,160 157,639,090 4,139,023
TOTAL EQUITY AND LIABILITIES 233,513,864 391,061,297 2,934,252
The annexed notes orm an integral part o these inancial statements.
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Note
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
REVENUE 15 7,961,142 6,927,300 15,409
Administrative expenses (6,269,513) (5,282,620) (902,368)
Other expenses (6,049,944) (6,041,765) (306,931)
LOSS BEFORE TAXATION 16 (4,358,315) (4,397,085) (1,193,890)
Income tax expense 17 (525,930) (524,012) –
LOSS AFTER TAXATION (4,884,245) (4,921,097) (1,193,890)
Other comprehensive expenses, net o tax:-
Foreign currenc translation (1,314,355) – –
TOTAL COmPREHENSIVE EXPENSES
FOR THE FINANCIAL YEAR (6,198,600) (4,921,097) (1,193,890)
LOSS AFTER TAXATION ATTRIBUTABLE TO:-
Owners o the Compan (4,884,245) (4,921,097) (1,193,890)
TOTAL COmPREHENSIVE EXPENSES ATTRIBUTABLE TO:-
Owners o the Compan (6,198,600) (4,921,097) (1,193,890)
LOSS PER SHARE (SEN)
Basic 18 (3.43)
Diluted 18 Not Applicable
The annexed notes orm an integral part o these inancial statements.
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<--------------------------------------------- Non-Distributable ---------------------------------------------->
Accuulated
Losses
Rm
Total
Rm
Share
Capital
Rm
Share
Preiu
Rm
Warrant
Reserve
Rm
Foreign
Exchange
Reserve
Rm
The Group
At 1.4.2010 2 – – – (10,883) (10,881)
Loss after taxation/
Total comprehensive
expenses for the
financial year – – – – (1,193,890) (1,193,890)
At 31.3.2011/1.4.2011 2 – – – (1,204,773) (1,204,771)
Loss after taxation – – – – (4,884,245) (4,884,245)
Other comprehensive
expenses, net of tax:
Foreign currency translation – – – (1,314,355) – (1,314,355)
Total comprehensive
expenses for the
financial year – – – (1,314,355) (4,884,245) (6,198,600)
Contributions by owners
of the Company:-
– Conversion of RCPS 836,112 – – – – 836,112
– Capitalisation of initial
investors’ utilisation
amount and subscription
by initial investors 222,222 3,111,111 6,666,667 – – 10,000,000
– Public issue pursuant to
Company’s listing
(“Public Issue”) 3,122,143 137,374,292 93,664,290 – – 234,160,725
– Share issuance costs – (3,269,257) (2,179,505) – – (5,448,762)
At 31.3.2012 4,180,479 137,216,146 98,151,452 (1,314,355) (6,089,018) 232,144,704
The annexed notes orm an integral part o these inancial statements.
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<---------------------------- Non-Distributable ---------------------------->
Share
Capital
Rm
Share
Preiu
Rm
Warrant
Reserve
Rm
Accuulated
Losses
Rm
Total
Rm
The Copany
At 1.4.2010 2 – – (10,883) (10,881)
Loss after taxation/Total comprehensive
expenses for the financial year – – – (1,193,890) (1,193,890)
At 31.3.2011/1.4.2011 2 – – (1,204,773) (1,204,771)
Loss after taxation/Total comprehensive
expenses for the financial year – – – (4,921,097) (4,921,097)
Contributions by owners of the Company:-
– Conversion of RCPS 836,112 – – – 836,112
– Capitalisation of initial investors’
utilisation amount and
subscription by initial investors 222,222 3,111,111 6,666,667 – 10,000,000
– Public Issue 3,122,143 137,374,292 93,664,290 – 234,160,725
– Share issuance costs – (3,269,257) (2,179,505) – (5,448,762)
At 31.3.2012 4,180,479 137,216,146 98,151,452 (6,125,870) 233,422,207
The annexed notes orm an integral part o these inancial statements.
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For The Financial year Ended 31 March 2012
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Note
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Cash Flows For Operating Activities
Loss beore taxation (4,358,315) (4,397,085) (1,193,890)
Adjustments or:-
Depreciation o equipment 115,489 115,489 357
Interest income (6,112,381) (6,112,381) (15,409)
Unrealised loss on oreign exchange 11,702 3,523 –
Listing expenses 216,456 216,456 306,576
Qualiing Acquisition expenses 5,706,297 5,706,297 –
Operating loss beore working capital changes (4,420,752) (4,467,701) (902,366)
Decrease/(Increase) in other receivables,deposits and prepaments 194,616 198,753 (411,795)
Increase in other paables and accruals 294,275 276,623 71,703
Increase in amount owing b a subsidiar – (814,919) –
Increase in amount owing b a related part (1,854,930) – –
Cash Used In Operations (5,786,791) (4,807,244) (1,242,458)
Income tax paid (3,660) (3,660) –
Net Cash Used In Operating Activities (5,790,451) (4,810,904) (1,242,458)
Cash Flows (For)/Fro Investing Activities
Purchase o equipment (769,182) (769,182) (6,420)
Interest received 6,112,381 6,112,381 15,409
Qualiing Acquisition expenses paid (5,456,593) (5,456,593) –
Investments in subsidiaries – (169,862,008) –Investment in a jointl controlled entit (12,258,000) – –
Net Cash (Used In)/Generated Fro Investing Activities (12,371,394) (169,975,402) 8,989
Cash Flows Fro Financing Activities
Advances rom related parties – – 3,000,000
Advances rom subsidiaries – 156,305,338 –
Proceeds rom issuance o ordinar shares 241,160,726 241,160,726 –
Proceeds rom issuance o RCPS – – 1,055,500
Share issuance costs paid (5,448,763) (5,448,763) –
Listing expenses paid (216,456) (216,456) (306,576)
Net Cash Generated Fro Financing Activities 235,495,507 391,800,845 3,748,924
Net Increase In Cash And Cash Equivalents 217,333,662 217,014,539 2,515,455Effects Of Foreign Currency Translation
And Loss On Foreign Exchange (1,326,057) (1,047,341) –
Cash And Cash Equivalents
At Beginning Of The Financial Year 2,516,394 2,516,394 939
Cash And Cash Equivalents
At End Of The Financial Year 19 218,523,999 218,483,592 2,516,394
The annexed notes orm an integral part o these inancial statements.
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1. General Inforation
The Compan is a public limited liabilit compan, incorporated and domiciled in Malasia, and listed on the Main
Market o Bursa Malasia Securities Berhad. The registered oice and principal place o business are as ollows:-
Registered oice : Level 18, The Gardens North Tower,
Mid Valle Cit,
Lingkaran Sed Putra,
59200 Kuala Lumpur.
Principal place o business : 2nd Floor, Sed Kechik Foundation Building,
Jalan Kapas, Bangsar,
59100 Kuala Lumpur.
The inancial statements were authorised or issue b the Board o Directors in accordance with a resolution o the
directors dated 23 Jul 2012.
2. Principal Activities
The Compan is principall engaged in the business o investment holding and the provision o project management,
technical and other services relating to the oil and gas exploration and production industr. The principal activities o
the subsidiaries are set out in Note 5 to the inancial statements. There have been no signiicant changes in the nature
o these activities during the inancial ear.
3. Basis Of Preparation
The inancial statements o the Group and o the Compan are prepared under the historical cost convention and
modiied to include other bases o valuation as disclosed in other sections under signiicant accounting policies, and
in compliance with Financial Reporting Standards (“FRS”) and the Companies Act, 1965 in Malasia.
(a) During the current inancial ear, the Group has adopted the ollowing new accounting standards and interpretations(including the consequential amendments):-
FRSs and IC Interpretations (including the Consequential Aendents)
FRS 1 (Revised) First-time Adoption o Financial Reporting Standards
FRS 3 (Revised) Business Combinations
FRS 127 (Revised) Consolidated and Separate Financial Statements
Amendments to FRS 1 (Revised) Limited Exemption rom Comparative FRS 7 Disclosures or First-time Adopters
Amendments to FRS 1 (Revised) Additional Exemptions or First-time Adopters
Amendments to FRS 2 Scope o FRS 2 and FRS 3 (Revised)
Amendments to FRS 2 Group Cash-settled Share-based Pament Transactions
Amendments to FRS 5 Plan to Sell the Controlling Interest in a Subsidiar
Amendments to FRS 7 Improving Disclosures about Financial InstrumentsAmendments to FRS 138 Consequential Amendments Arising rom FRS 3 (Revised)
IC Interpretation 4 Determining Whether An Arrangement Contains a Lease
IC Interpretation 12 Service Concession Arrangements
IC Interpretation 16 Hedges o a Net Investment in a Foreign Operation
IC Interpretation 17 Distributions o Non-cash Assets to Owners
IC Interpretation 18 Transers o Assets rom Customers
Amendments to IC Interpretation 9: Scope o IC Interpretation 9 and FRS 3 (Revised)
Annual Improvement to FRSs (2010)
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3. Basis Of Preparation (Cont’d)
(a) The adoption o the above accounting standards and interpretations (including the consequential amendments) did
not have an impact on the Group’s inancial statements, other than the ollowing:-
(i) FRS 3 (Revised) – Business Combinations introduces signiicant changes to the accounting or business
combinations, both at the acquisition date and post-acquisition, and requires greater use o air values. In
addition, all transaction costs, other than share and debt issue costs, will be expensed as incurred. This
revised standard has been applied prospectivel during the current inancial ear.
(ii) Amendments to FRS 7 – Financial Instruments: Disclosures expand the disclosure requirements in respect o
air value measurements and liquidit risk. In particular, the amendments require additional disclosure o air
value measurements b level o a air value measurement hierarch, as shown in Note 25 (e) to the inancial
statements. Comparatives are not presented b virtue o the exemption given in the amendments.
(iii) Amendments to FRS 101 (Revised) – Presentation of Financial Statements also clari that an entit ma
choose to present the analsis o the items o other comprehensive income either in the statement o changes in equit or in the notes to the inancial statements. The Group has chosen to present the items
o other comprehensive income in the statement o changes in equit.
(iv) FRS 127 (Revised) – Consolidated and Separate Financial Statements requires accounting or changes in
ownership interests b the group in a subsidiar, whilst maintaining control, to be recognised as an equit
transaction. When the group loses control o a subsidiar, an interest retained in the ormer subsidiar will
be measured at air value with the gain or loss recognised in proit or loss. The revised standard also
requires all losses attributable to the non-controlling interests to be absorbed b the non-controlling interests
instead o b the parent. The Group has applied FRS 127 (Revised) prospectivel during the current inancial
ear with no inancial impact on the inancial statements o the Group, but ma impact the accounting o its
uture transactions or arrangements.
(v) Annual Improvements to FRSs (2010) contain amendments to 11 accounting standards that result in
accounting changes or presentation, recognition or measurement purposes. These amendments have no
material impact on the inancial statements o the Group upon their initial application except or theclassiication o the RCPS as current liabilit based on when cash settlement is required to be made,
notwithstanding the act that the Group could be required b the counterpart to settle in cash at an time
subject to the suicienc o unds (whether through proits or a new issue o shares or otherwise) which can
be lawull applied towards the redemption o the RCPS at the relevant time.
(b) The Group has not applied in advance the ollowing accounting standards and interpretations (including the
consequential amendments) that have been issued b the Malasian Accounting Standards Board (“ mASB”) but
are not et eective or the current inancial ear:-
FRSs and IC Interpretations (including the Consequential Aendents) Effective Date
FRS 9 Financial Instruments 1 Januar 2015
FRS 10 Consolidated Financial Statements 1 Januar 2013
FRS 11 Joint Arrangements 1 Januar 2013
FRS 12 Disclosure o Interests in Other Entities 1 Januar 2013
FRS 13 Fair Value Measurement 1 Januar 2013
FRS 119 (Revised) Emploee Beneits 1 Januar 2013
FRS 124 (Revised) Related Part Disclosures 1 Januar 2012
FRS 127 (2011) Separate Financial Statements 1 Januar 2013
FRS 128 (2011) Investments in Associates and Joint Ventures 1 Januar 2013
Amendments to FRS 1 (Revised): Severe Hperinlation and Removal o Fixed Dates
or First-time Adopters 1 Januar 2012
Amendments to FRS 1 (Revised): Government Loans 1 Januar 2013
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3. Basis Of Preparation (Cont’d)
(b) FRSs and IC Interpretations (including the Consequential Aendents) (Cont’d) Effective Date
Amendments to FRS 7: Disclosures – Transers o Financial Assets 1 Januar 2012
Amendments to FRS 7: Disclosures – Osetting Financial Assets and Financial Liabilities 1 Januar 2013
Amendments to FRS 9: Mandator Eective Date o FRS 9 and Transition Disclosures 1 Januar 2015
Amendments to FRS 101 (Revised): Presentation o Items o Other Comprehensive
Income
1 Jul 2012
Amendments to FRS 112: Recover o Underling Assets 1 Januar 2012
Amendments to FRS 132: Osetting Financial Assets and Financial Liabilities 1 Januar 2014
IC Interpretation 15 Agreements or the Construction o Real Estate Withdrawn on
19 November 2011
IC Interpretation 19 Extinguishing Financial Liabilities with Equit Instruments 1 Jul 2011
IC Interpretation 20 Stripping Costs in the Production Phase o a Surace Mine 1 Januar 2013
Amendments to IC Interpretation 14: Prepaments o a Minimum Funding Requirement 1 Jul 2011
The Group’s next set o inancial statements or the annual period beginning on 1 April 2012 will be prepared in
accordance with the Malasian Financial Reporting Standards (“mFRSs”) issued b the MASB that will also compl
with International Financial Reporting Standards (“IFRSs”). As a result, the Group will not be adopting the above
accounting standards and interpretations (including the consequential amendments) that are eective or annual
periods beginning on or ater 1 Januar 2012.
(c) Following the issuance o MFRSs (equivalent to IFRSs) b the MASB on 19 November 2011, the Group will be
adopting these new accounting standards in the next inancial ear. The possible change o the accounting policies
is expected to have no material impact on the inancial statements o the Group upon their initial application.
4. Significant Accounting Policies
(a) Critical Accounting Estiates and Judgeents
Estimates and judgements are continuall evaluated and are based on historical experience and other actors,
including expectations o uture events that are believed to be reasonable under the circumstances. The estimates
and judgements that aect the application o the Group’s accounting policies and disclosures, and have a
signiicant risk o causing a material adjustment to the carring amounts o assets, liabilities, income and
expenses are discussed below:-
(i) Depreciation of Equipment
The estimates or the residual values, useul lives and related depreciation charges or equipment are based
on commercial actors which could change signiicantl as a result o technical innovations and competitors’
actions in response to the market conditions.
The Group anticipates that the residual values o its equipment would be insigniicant. As a result, residual
values are not being taken into consideration or the computation o the depreciable amount.
Changes in the expected level o usage and technological development could impact the economic useul
lives and the residual values o these assets, and thereore uture depreciation charges ma be revised.
(ii) Income Taxes
There are certain transactions and computations or which the ultimate tax determination ma be dierent
rom the initial estimate. The Group recognises tax liabilities based on its understanding o the prevailing tax
laws and estimates o whether such taxes will be due in the ordinar course o business. Where the inal
outcome o these matters is dierent rom the amounts that were initiall recognised, such dierence will
impact the income tax and deerred tax provisions in the ear in which such determination is made.
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4. Significant Accounting Policies (Cont’d)
(a) Critical Accounting Estiates and Judgeents (Cont’d)
(iii) Impairment of Non-Financial Assets
When the recoverable amount o an asset is determined based on the estimate o the value-in-use o the
cash-generating unit to which the asset is allocated, management is required to make an estimate o the
expected uture cash lows rom the cash-generating unit and also to appl a suitable discount rate in order
to determine the present value o those cash lows.
(iv) Impairment of Trade and Other Receivables
An impairment loss is recognised when there is objective evidence that a inancial asset is impaired.
Management speciicall reviews its loans and receivables inancial assets and analses historical bad debts,
customer concentrations, customer creditworthiness, current economic trends and changes in the customer
pament terms when making a judgement to evaluate the adequac o the allowance or impairment losses.
Where there is objective evidence o impairment, the amount and timing o uture cash lows are estimated
based on historical loss experience or assets with similar credit risk characteristics. I the expectation isdierent rom the estimation, such dierence will impact the carring value o receivables.
(b) Basis of Consolidation
The consolidated inancial statements include the inancial statements o the Compan and its subsidiaries made
up to 31 March 2012.
A subsidiar is deined as a compan in which the parent compan has the power, directl or indirectl, to exercise
control over its inancial and operating policies so as to obtain beneits rom its activities.
Subsidiaries are consolidated rom the date on which control is transerred to the Group up to the eective date
on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where necessar,
adjustments are made to the inancial statements o subsidiaries to ensure consistenc o accounting policies
with those o the Group.
Non-controlling interests are that part o the net results o operations and o net assets o a subsidiar attributable
to the interests which are not owned directl or indirectl b the equit holders o the Compan. The are
separatel disclosed in the consolidated statement o comprehensive income, statement o changes in equit and
statement o inancial position. Total comprehensive income is attributed to non-controlling interests based on their
respective interests in a subsidiar, even i this results in the non-controlling interests having a deicit balance.
At the end o each reporting period, the carring amount o non-controlling interests is the amount o those
interests at initial recognition plus the non-controlling interests’ share o subsequent changes in equit.
All changes in the parent’s ownership interest in a subsidiar that do not result in a loss o control are accounted
or as equit transactions. An dierence between the amount b which the non-controlling interest is adjusted and
the air value o consideration paid or received is recognised directl in equit and attributed to owners o the parent.
Upon loss o control o a subsidiar, the proit or loss on disposal is calculated as the dierence between:-
(i) the aggregate o the air value o the consideration received and the air value o an retained interest in
the ormer subsidiar; and
(ii) the previous carring amount o the assets (including goodwill), and liabilities o the ormer subsidiar and
an non-controlling interests.
Amounts previousl recognised in other comprehensive income in relation to the ormer subsidiar are accounted
or (i.e. reclassiied to proit or loss or transerred directl to retained proits) in the same manner as would be
required i the relevant assets or liabilities were disposed o. The air value o an investments retained in the
ormer subsidiar at the date when control is lost is regarded as the air value on initial recognition or subsequent
accounting under FRS 139: Financial Instruments – Recognition and Measurement.
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4. Significant Accounting Policies (Cont’d)
(b) Basis of Consolidation (Cont’d)
The acquisition method o accounting is used to account or business combinations b the Group. The consideration
transerred or acquisition o a subsidiar or business comprises the air value o the assets transerred, the
liabilities incurred and the equit interests issued b the Group at the acquisition date. The consideration
transerred also includes the air value o a contingent consideration arrangement and the air value o an pre-
existing equit interest in the subsidiar. Acquisition-related costs, other than the costs to issue debt or equit
securities, are expensed as incurred.
In a business combination achieved in stages, previousl held equit interests in the acquiree are re-measured to
air value at the acquisition date and an corresponding gain or loss is recognised in proit or loss.
Non-controlling interests in the acquiree ma be initiall measured either at air value or at the non-controlling
interests’ proportionate share o the air value o the acquiree’s identiiable net assets at the date o acquisition.
The choice o measurement basis is made on a transaction-b-transaction basis.
The Group has applied the FRS 3 (Revised) in accounting or business combinations rom 1 April 2011 onwards.
The change in accounting polic has been applied prospectivel in accordance with the transitional provisions
provided b the standard.
(c) Currency Translation
(i) Functional and Presentation Currency
Items included in the inancial statements o each entit in the Group are measured using the currenc o
the primar economic environment in which the entit operates, which is the unctional currenc.
The consolidated inancial statements are presented in Ringgit Malasia, which is the unctional and
presentation currenc o the Compan.
(ii) Transactions and Balances
Transactions in a currenc other than the unctional currenc are translated into the unctional currenc using
the exchange rates at the dates o the transactions. Currenc translation dierences resulting rom the
settlement o such transactions and rom the translation o monetar assets and liabilities denominated in
oreign currencies at the closing rate at the reporting date are recognised in proit or loss.
Non-monetar assets and liabilities are translated using exchange rates that existed when the values were
determined. All exchange dierences are recognised in proit or loss.
(iii) Translation of Group Entities’ Financial Statements
The results and inancial position o all the Group entities (none o which has the currenc o hperinlationar
econom) that have a unctional currenc dierent rom the presentation currenc are translated into the
presentation currenc as ollows:-
● Assets and liabilities are translated at the closing exchange rates at the reporting date;
● Income and expenses are translated at average exchange rates (unless the average is not a reasonable
approximation o the cumulative eect o the rates prevailing on the transaction dates, in which case
income and expenses are translated using the exchange rates at the dates o the transactions); and
● All resulting currenc translation dierences are recognised in other comprehensive income and
accumulated in the oreign exchange reserve.
On the disposal o a oreign operation, the cumulative amount recognised in other comprehensive income
relating to that particular oreign operation is reclassiied rom equit to proit or loss.
Goodwill and air value adjustments arising on the acquisition o oreign operations are treated as assets
and liabilities o the oreign operations and translated at the closing rates at the reporting date.
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4. Significant Accounting Policies (Cont’d)
(d) Financial Instruents
Financial instruments are recognised in the statements o inancial position when the Group has become a part
to the contractual provisions o the instruments.
Financial instruments are classiied as liabilities or equit in accordance with the substance o the contractual
arrangement. Interest, dividends, gains and losses relating to a inancial instrument classiied as a liabilit are
reported as an expense or income. Distributions to holders o inancial instruments classiied as equit are
charged directl to equit.
Financial instruments are oset when the Group has a legall enorceable right to oset and intends to settle
either on a net basis or to realise the asset and settle the liabilit simultaneousl.
A inancial instrument is recognised initiall, at its air value plus, in the case o a inancial instrument not at air
value through proit or loss, transaction costs that are directl attributable to the acquisition or issue o the
inancial instrument.
Financial instruments recognised in the statements o inancial position are disclosed in the individual polic
statement associated with each item.
(i) Financial Assets
The Group classiies its inancial assets in the ollowing categories: at air value through proit and loss,
held-to-maturit, loans and receivables, and available-or-sale. The classiication depends on the nature o the
asset and the purpose or which the assets were acquired. Management determines the classiication o its
inancial assets at initial recognition and in the case o assets classiied as held-to-maturit, re-evaluates this
designation at each reporting date.
● Financial Assets at Fair Value Through Profit or Loss
This categor has two subcategories: inancial assets held or trading, and those designated at air value
through proit or loss at inception. A inancial asset is classiied as held or trading i it is acquiredprincipall or the purpose o selling in the short term. Financial assets designated as at air value through
proit or loss at inception are those that are managed and their perormances are evaluated on a air
value basis, in accordance with a documented Group investment strateg.
Derivatives are also categorised as held or trading unless the are designated as hedges. Assets in this
categor are presented as current assets i the are either held or trading or are expected to be realised
within 12 months ater the reporting date.
As at the end o the inancial ear, there were no inancial assets classiied under this categor.
● Held-to-Maturity Financial Assets
Held-to-maturit inancial assets are non-derivative inancial assets with ixed or determinable paments
and ixed maturities that the Group’s management has the positive intention and abilit to hold to
maturit. I the Group were to sell other than an insigniicant amount o held-to-maturit inancial assets,the whole categor would be tainted and reclassiied as available-or-sale. The are presented as non-
current assets, except or those maturing within 12 months ater the balance sheet date which are
presented as current assets.
As at the end o the inancial ear, there were no inancial assets classiied under this categor.
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4. Significant Accounting Policies (Cont’d)
(d) Financial Instruents (Cont’d)
(i) Financial Assets (Cont’d)
● Loans and Receivables Financial Assets
Loans and receivables are non-derivative inancial assets with ixed or determinable paments that are
not quoted in an active market. The are presented as current assets, except or those expected to be
realised later than 12 months ater the reporting date which are presented as non-current assets. Loans
and receivables are measured at amortised cost using the eective interest method, less an impairment
loss. Interest income is recognised b appling the eective interest rate, except or short-term receivables
when the recognition o interest would be immaterial.
● Available-for-Sale Financial Assets
Available-or-sale inancial assets are non-derivative inancial assets that are either designated in this
categor or not classiied in an o the other categories. The are presented as non-current assets unless
the investment matures or management intends to dispose o the assets within 12 months ater the
reporting date.
Financial assets are derecognised when the rights to receive cash lows rom the inancial assets have
expired or have been transerred and the Group has transerred substantiall all risks and rewards o
ownership. On disposal o a inancial asset, the dierence between the carring amount and the sale
proceeds is recognised in proit or loss. An amount in other comprehensive income relating to that asset
is reclassiied to proit or loss.
Trade receivables that are actored out to banks and other inancial institutions with recourse to the Group
are not derecognised until the recourse period has expired and the risks and rewards o the receivables have
been ull transerred. The corresponding cash received rom the inancial institutions is recorded as
borrowings.
Financial assets are initiall recognised at air value plus transaction costs except or inancial assets at air
value through proit or loss, which are recognised at air value. Transaction costs or inancial assets at air
value through proit or loss are recognised immediatel as expenses.
(ii) Financial Liabilities
All inancial liabilities are initiall recognised at air value plus directl attributable transaction costs and
subsequentl measured at amortised cost using the eective interest method other than those categorised
as air value through proit or loss.
Fair value through proit or loss categor comprises inancial liabilities that are either held or trading or are
designated to eliminate or signiicantl reduce a measurement or recognition inconsistenc that would
otherwise arise. Derivatives are also classiied as held or trading unless the are designated as hedges.
(iii) Equity Instruments
Ordinar shares are classiied as equit. Incremental costs directl attributable to the issue o new shares
or options are shown in equit as a deduction, net o tax, rom proceeds.
Dividends on ordinar shares are recognised as liabilities when approved or appropriation.
(iv) Redeemable Convertible Preference Shares (“RCPS”)
FRS 132 – Financial Instruments: Presentation requires the Compan as an issuer o a inancial instrument
to classi the instrument either as a liabilit or equit in accordance with the substance o the contractual
arrangement on initial recognition. Consequentl, RCPS, which amongst other conditions are redeemable at
the option o the holder o the RCPS and carr non-cumulative dividend obligations, are classiied as current
liabilities under such circumstances. The RCPS are not entitled to an dividend.
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4. Significant Accounting Policies (Cont’d)
(e) Investents in Subsidiaries
Investments in subsidiaries are carried at cost in the statement o inancial position o the Compan, and are
reviewed or impairment at the end o the reporting period i events or changes in circumstances indicate that the
carring values ma not be recoverable.
On the disposal o the investments in subsidiaries, the dierence between the net disposal proceeds and the
carring amounts o the investments is recognised in proit or loss.
(f) Investent in a Jointly Controlled Entity
A jointl controlled entit is a joint venture that involves the establishment o a corporation, partnership or other
entit in which the Group has an interest. A joint venture is a contractual arrangement whereb the Group and
one or more o other parties undertake an economic activit that is subject to joint control, which is the
contractuall agreed sharing o control over an economic activit, and exists onl when the strategic, inancial and
operating decisions relating to the activit require the unanimous consent o the parties sharing control.
An investment in a jointl controlled entit is accounted or using the equit method, whereb the investment is
initiall recognised at cost and adjusted thereater or the post-acquisition change in the Group’s share o net
assets o the jointl controlled entit. The proit or loss o the Group includes its share o the proit or loss o
the jointl controlled entit.
I the Group’s share o losses o a jointl controlled entit equals or exceeds its interest in the jointl controlled
entit, the Group discontinues recognising its share o urther losses. The interest in a jointl controlled entit is
the carring amount o the investment in the jointl controlled entit under the equit method together with an
long term interests that, in substance, orm part o the Group’s net investment in the jointl controlled entit. Ater
the Group’s interest is reduced to zero, additional losses are provided or, and a liabilit is recognised, onl to
the extent that the Group has incurred legal or constructive obligations or made paments on behal o the jointl
controlled entit.
Unrealised gains on transactions between the Group and the jointl controlled entit are eliminated to the extento the Group’s interest in the jointl controlled entit. Unrealised losses are eliminated unless cost cannot be
recovered.
On the disposal o the investment in a jointl controlled entit, the dierence between the net disposal proceeds
and the carring amount o the investment is recognised in proit or loss.
(g) Equipent
Equipment are initiall recognised at cost and subsequentl carried at cost less accumulated depreciation and
accumulated impairment losses, i an.
The costs o an item o equipment initiall recognised include purchase price and an cost that is directl
attributable to bringing the asset to the location and condition necessar or it to be capable o operating in the
manner intended b management.
Depreciation is calculated using the straight-line method to allocate their depreciable amounts over their estimated
useul lives as ollows:-
Furniture and ittings 10%
Oice equipment 20 – 33.33%
Oice renovation 10%
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4. Significant Accounting Policies (Cont’d)
(g) Equipent (Cont’d)
The depreciation method, useul lives and residual values are reviewed, and adjusted as appropriate, at the end
o each reporting period to ensure that the amounts, method and periods o depreciation are consistent with
previous estimates and the expected pattern o consumption o the uture economic beneits embodied in the
items o the equipment. The eects o an revision are recognised in proit or loss when the changes arise.
Subsequent expenditure relating to equipment that has alread been recognised is added to the carring amount
o the asset onl when it is probable that uture economic beneits associated with the item will low to the Group
and the cost o the item can be measured reliabl. The carring amount o parts that are replaced is derecognised.
All other repair and maintenance expenses are recognised in proit or loss when incurred.
On disposal o an item o equipment, the dierence between the disposal proceeds and its carring amount is
recognised in proit or loss.
(h) Ipairent
(i) Impairment of Financial Assets
All inancial assets (other than those categorised at air value through proit or loss), are assessed at the
end o each reporting period whether there is an objective evidence o impairment as a result o one or
more events having an impact on the estimated uture cash lows o the asset. For an equit instrument, a
signiicant or prolonged decline in the air value below its cost is considered to be objective evidence o
impairment.
An impairment loss in respect o held-to-maturit investments and loans and receivables inancial assets is
recognised in proit or loss and is measured as the dierence between the asset’s carring amount and the
present value o estimated uture cash lows, discounted at the inancial asset’s original eective interest rate.
An impairment loss in respect o available-or-sale inancial assets is recognised in proit or loss and is
measured as the dierence between its cost (net o an principal pament and amortisation) and its current
air value, less an impairment loss previousl recognised in the air value reserve. In addition, the cumulativeloss recognised in other comprehensive income and accumulated in equit under air value reserve, is
reclassiied rom equit to proit or loss.
With the exception o available-or-sale equit instruments, i, in a subsequent period, the amount o the
impairment loss decreases and the decrease can be related objectivel to an event occurring ater the
impairment was recognised, the previousl recognised impairment loss is reversed through proit or loss to
the extent that the carring amount o the investment at the date the impairment is reversed does not exceed
what the amortised cost would have been had the impairment not been recognised. In respect o available-
or-sale equit instruments, impairment losses previousl recognised in proit or loss are not reversed through
proit or loss. An increase in air value subsequent to an impairment loss made is recognised in other
comprehensive income.
(ii) Impairment of Non-Financial Assets
The carring values o assets, other than those to which FRS 136 – Impairment of Assets does not appl,are reviewed at the end o each reporting period or impairment when there is an indication that these assets
ma be impaired. Impairment is measured b comparing the carring values o the assets with their
recoverable amounts. The recoverable amount o the assets is the higher o the assets’ air value less costs
to sell and their value-in-use, which is measured b reerence to discounted uture cash low.
An impairment loss is recognised in proit or loss immediatel unless the asset is carried at its revalued
amount. An impairment loss o a revalued asset is treated as a revaluation decrease to the extent o a
previousl recognised revaluation surplus or the same asset.
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4. Significant Accounting Policies (Cont’d)
(h) Ipairent (Cont’d)
(ii) Impairment of Non-Financial Assets (Cont’d)
In respect o assets other than goodwill, and when there is a change in the estimates used to determine
the recoverable amount, a subsequent increase in the recoverable amount o an asset is treated as a
reversal o the previous impairment loss and is recognised to the extent o the carring amount o the asset
that would have been determined (net o amortisation and depreciation) had no impairment loss been
recognised. The reversal is recognised in proit or loss immediatel, unless the asset is carried at its revalued
amount. A reversal o an impairment loss on a revalued asset is credited to other comprehensive income.
However, to the extent that an impairment loss on the same revalued asset was previousl recognised as
an expense in the statements o comprehensive income, a reversal o that impairment loss is recognised as
income in the statements o comprehensive income.
(i) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, ixed deposits with licensed banks, and short-term, highl liquid investments that are readil convertible to known amounts o cash and which are subject to an
insigniicant risk o change in value.
(j) Provisions
Provisions are recognised when the Group has a present obligation as a result o past events, when it is probable
that an outlow o resources emboding economic beneits will be required to settle the obligation, and when a
reliable estimate o the amount can be made. Provisions are reviewed at the end o each reporting period and
adjusted to relect the current best estimate. Where the eect o the time value o mone is material, the
provision is the present value o the estimated expenditure required to settle the obligation.
(k) Incoe Taxes
Current income tax or current and prior periods is recognised at the amount expected to be paid to or recovered
rom the tax authorities, using the tax rates and tax laws that have been enacted or substantivel enacted b the
reporting date.
Deerred income tax is recognised or all temporar dierences arising between the tax bases o assets and
liabilities and their carring amounts in the inancial statements except when the deerred income tax arises rom
the initial recognition o goodwill or an asset or liabilit in a transaction that is not a business combination and
aects neither accounting nor taxable proit or loss at the time o the transaction.
A deerred income tax liabilit is recognised on temporar dierences on investments in subsidiaries, except where
the Group is able to control the timing o the reversal o the temporar dierence and it is probable that the
temporar dierence will not reverse in the oreseeable uture.
A deerred income tax asset is recognised to the extent that it is probable that uture taxable proit will be
available against which the deductible temporar dierences and tax losses can be utilised.
Deerred income tax is measured:-
(i) at the tax rates that are expected to appl when the related deerred income tax asset is realised or the
deerred tax liabilit is settled, based on tax rates and tax laws that have been enacted or substantivel
enacted b the reporting date; and
(ii) based on the tax consequence that will ollow rom the manner in which the Group expects, at the reporting
date, to recover or settle the carring amounts o its assets and liabilities.
Current and deerred income taxes are recognised as income or expense in proit or loss, except to the extent
that the tax arises rom a business combination is or a transaction which is recognised directl in equit. Deerred
tax arising rom business combination is adjusted against goodwill on acquisition, i an.
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4. Significant Accounting Policies (Cont’d)
(l) Eployee Benefits
Emploee beneits are recognised as an expense, unless the cost qualiies to be capitalised as an asset.
(i) Short-term Benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetar beneits are recognised in
proit or loss in the period in which the associated services are rendered b emploees o the Group.
A provision is made or the estimated liabilit or annual leave as a result o services rendered b emploees
up to the reporting date.
(ii) Defined Contribution Plans
Deined contribution plans are post-emploment beneit plans under which the Group pas ixed contributions
into separate entities such as the Emploee Provident Fund on a mandator, contractual or voluntar basis.
The Group has no urther pament obligations once the contributions have been paid.
() Revenue
(i) Project Management, Technical and Other Services
Revenue is recognised upon the rendering o the project management, technical and other services relating
to the oil and gas exploration and production industr, and when the outcome o the transaction can be
reliabl measured.
(ii) Interest Income
Interest income is recognised on an accrual basis.
(n) Related Parties
A part is related to an entit i:-
(i) directl, or indirectl through one or more intermediaries, the part:-
● controls, is controlled b, or is under common control with, the entit (this includes parents, subsidiaries
and ellow subsidiaries);● has an interest in the entit that gives it signiicant inluence over the entit; or● has joint control over the entit;
(ii) the part is an associate o the entit;
(iii) the part is a joint venture in which the entit is a venturer;
(iv) the part is a member o the ke management personnel o the entit or its parent;
(v) the part is a close member o the amil o an individual reerred to in (i) or (iv);
(vi) the part is an entit that is controlled, jointl controlled or signiicantl inluenced b, or or which signiicant
voting power in such entit resides with, directl or indirectl, an individual reerred to in (iv) or (v); or
(vii) the part is a post-emploment beneit plan or the beneit o emploees o the entit, or o an entit that
is a related part o the entit.
Close members o the amil o an individual are those amil members who ma be expected to inluence, or be
inluenced b, that individual in their dealings with the entit.
(o) Operating Segents
An operating segment is a component o the Group that engages in business activities rom which it ma earn
revenues and incur expenses, including revenues and expenses that relate to transactions with an o the Group’s
other components. An operating segment’s operating results are reviewed regularl b the chie operating decision
maker to make decisions about resources to be allocated to the segment and assess its perormance, and or
which discrete inancial inormation is available.
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5. Investents In Subsidiaries
The Copany
2012
Rm
2011
Rm
Unquoted shares in Malasia, at cost 169,862,008 –
The details o the subsidiaries are as ollows:-
Nae of Copany Principal Activities
Country of
Incorporation
Effective Equity
Interest
2012 2011
Gul Hibiscus Limited(“Gulf Hibiscus”) Investment holding Malasia 100% –
Hibiscus Oilield Services Limited
(“Hibiscus Oilfield”)
Provision o project management,
technical and other services
Malasia 100% –
Orient Hibiscus Sdn. Bhd.
(“Orient Hibiscus”)
Dormant Malasia 100% –
6. Investent In A Jointly Controlled Entity
The Group
2012
Rm
Unquoted shares outside Malasia, at cost 12,258,000
Investment in a jointl controlled entit o the Group represents a 3.1% equit interest in Lime Petroleum Plc (“ Lie”)
pursuant to the ulillment o all Tranche One conditions as set out in the conditional share subscription agreement
dated 24 October 2011 between Gul Hibiscus and Lime. The status o the qualiing acquisition is disclosed in Note
26(b) o the inancial statements.
As the Group has the abilit to exercise signiicant inluence over Lime since November 2011 through its representation
on the board o Lime, which requires unanimous consent o the parties sharing control regardless o the equit interest
held, the Group has classiied its investment in Lime as an investment in a jointl controlled entit. However, as at
31 March 2012, the Group has not recognised its post-acquisition change in its share o net assets in Lime as the
impact has been assessed to be immaterial.
Hibiscus Petroleum Berhad
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7. Equipent
The Group/The Copany
At
1.4.2011
Rm
Additions
Rm
Depreciation
Charge
Rm
At
31.3.2012
Rm
Net Book Value
Furniture and ittings – 120,028 (10,075) 109,953
Oice equipment 6,063 501,094 (92,477) 414,680
Oice renovation – 148,060 (12,937) 135,123
6,063 769,182 (115,489) 659,756
At
1.4.2010Rm
AdditionRm
Depreciation
ChargeRm
At
31.3.2011Rm
Net Book Value
Oice equipment – 6,420 (357) 6,063
The Group/The Copany
At Cost
Rm
Accuulated
Depreciation
Rm
Net Book
Value
Rm
At 31.3.2012
Furniture and ittings 120,028 (10,075) 109,953
Oice equipment 507,514 (92,834) 414,680Oice renovation 148,060 (12,937) 135,123
775,602 (115,846) 659,756
At 31.3.2011
Oice equipment 6,420 (357) 6,063
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8. Aounts Owing By/(To) Subsidiaries
The Copany
2012
Rm
2011
Rm
Amounts owing b subsidiaries:-
Current
Trade 814,919 –
Non-trade 1,027,980 –
1,842,899 –
Amounts owing to subsidiaries:-
Current Non-trade (156,289,500) –
The trade balance is receivable on demand and is to be settled in cash.
The non-trade balances represent unsecured interest-ree advances and paments made on behal. The amounts owing
are receivable or repaable on demand and are to be received or settled in cash.
9. Aounts Owing By A Jointly Controlled Entity/(To) Related Parties
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Amount owing b a jointl controlled entit:-
Current
Trade 1,854,930 – –
Amounts owing to related parties:-
Current
Non-trade – – (3,000,000)
The amount owing b a jointl controlled entit is in relation to the provision o project management, technical and
other services relating to the oil and gas exploration and production industr. The amount is unsecured and is to be
settled in cash.
In the previous inancial ear, the amount owing to related parties was unsecured, interest-ree and was advanced to
the Compan to dera expenses prior to the Compan’s listing. In the event that the Compan’s listing exercise had
not been successul, the amount owing would have been waived b the related parties. As the Compan’s listing
exercise was successul, the amount owing was subsequentl capitalised into ordinar shares with detachable warrants.
10. Fixed Deposits With Licensed Banks
The weighted average eective interest rate o the ixed deposits with licensed banks o the Group and o the Compan
at the end o the reporting period is 3.4% (2011: 3.0%) per annum. The ixed deposits have a maturit period o 30
das (2011: 30 das).
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
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11. Share Capital
The movements in the authorised share capital o the Compan are as ollows:-
2012 2011
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
ORDINARY SHARES
At 1.4.2011/2010 0.01 89,000,000 890,000 1.00 1,000,000 1,000,000
Increase during the
financial year 0.01 2,311,000,000 23,110,000 – – –
Sub-division of the par value
of ordinary shares of RM1.00
each into RM0.01 each – – - 0.01 99,000,000 –
Divided into RCPS – – – 0.01 (11,000,000) (110,000)
At 31.3.2012/2011 0.01 2,400,000,000 24,000,000 0.01 89,000,000 890,000
The movements in the issued and paid-up share capital o the Compan are as ollow:-
2012 2011
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
ORDINARY SHARES
At 1.4.2011/2010 0.01 200 2 1.00 2 2
Capitalisation of initial
investors’ utilisation amountand subscription by initial
investors 0.01 22,222,222 222,222 – – –
Public Issue 0.01 312,214,300 3,122,143 – – –
Conversion of RCPS 0.01 83,611,200 836,112 – – –
Sub-division of the par value
of ordinary shares of RM1.00
each into RM0.01 each – – – 0.01 198 –
At 31.3.2012/2011 0.01 418,047,922 4,180,479 0.01 200 2
During the inancial ear,
(a) the Compan increased its authorised capital rom 89,000,000 ordinar shares to 2,400,000,000 ordinar shares
o RM0.01 each.
(b) the Compan increased its issued and paid-up share capital rom RM2 to RM4,180,479 b wa o the ollowing:-
(i) conversion o 8,361,120 RCPS into 83,611,200 new ordinar shares o RM0.01 each;
(ii) capitalisation o initial investors’ utilisation amount into 6,666,667 new ordinar shares o RM0.01 each at
an issue price o RM0.45 per share;
(iii) subscription b the initial investors o 15,555,555 new ordinar shares o RM0.01 each at an issue price
o RM0.45 per share; and
(iv) Public Issue o 312,214,300 new ordinar shares o RM0.01 each at an issue price o RM0.75 per share.
The new ordinar shares issued rank pari passu in all respects with the existing shares o the Compan.
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
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11. Share Capital (Cont’d)
Warrants
Salient ters of Warrants-A
The Warrants-A were issued in registered orm and are constituted b the Warrants-A Deed Poll. The Warrants-A are
listed on the Main Market o Bursa Malasia and are exercisable antime during the period commencing rom 18 April
2012 up to 24 Jul 2014.
Total issued : 334,436,522
Exercise price : RM0.50 per Warrant-A
As at 31 March 2012, all Warrants-A remained unexercised.
Salient ters of Warrants-B
The Warrants-B were issued in registered orm and are constituted b the Warrants-B Deed Poll. The Warrants-B are
not listed and are exercisable antime during the period commencing rom 18 April 2012 up to 24 Jul 2014.
Total issued : 83,611,200
Exercise price : RM0.10 per Warrant-B
As at 31 March 2012, all Warrants-B remained unexercised.
Note:-
The Warrants-B are held by Hibiscus Upstream, a company set up to hold ordinary shares of RM0.01 each and Warrants-B of the Company on
behalf of the Company’s Non-Independent Directors and management team. Presently, there is a 50% moratorium imposed on the sale, transfer or
assignment of shares and Warrants-B held by Hibiscus Upstream, which expires on 17 April 2013.
The ordinar shares issued rom the exercise o warrants shall rank pari passu in all respects with the existing issued
ordinar shares o the Compan except that the shall not be entitled to an dividends, distributions, rights, allotments
and/or an other orms o distribution where the entitlement date o which precedes the relevant date o the allotment
and issuance o the new shares arising rom the exercise o warrants.
12. Other Reserves
(a) Share Preiu
The movements in the share premium o the Group and o the Compan are as ollows:-
The Group/The Copany
2012
Rm
2011
Rm
At 1.4.2011/2010 – –
Capitalisation o initial investors’ utilisation amount and subscription
b initial investors
3,111,111 –
Public Issue 137,374,292 –
140,485,403 –
Share issuance costs (3,269,257) –
At 31.3.2012/2011 137,216,146 –
The share premium is not distributable b wa o dividends and ma be utilised in the manner set out in Section
60(3) o the Companies Act, 1965.
Hibiscus Petroleum Berhad
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12. Other Reserves (Cont’d)
(b) Warrant Reserve
The movements in the warrant reserve o the Group and o the Compan are as ollows:-
The Group/The Copany
2012
Rm
2011
Rm
At 1.4.2011/2010 – –
Capitalisation o initial investors’ utilisation amount
and subscription b initial investors 6,666,667 –
Public Issue 93,664,290 –
100,330,957 –
Share issuance costs (2,179,505) –
At 31.3.2012/2011 98,151,452 –
The warrant reserve arose rom the allocation o proceeds received rom the initial investors and Public Issue b
reerence to the air value o the Warrants, amounting to RM0.30 per Warrant and net o share issuance costs
incurred in relation to the listing exercise.
(c) Foreign Exchange Reserve
The oreign exchange reserve arose rom the translation o the inancial statements o subsidiaries in Labuan and
is not distributable b wa o dividends.
13. Deferred Tax Liabilities
The Group/The Copany
2012
Rm
2011
Rm
At 1.4.2011/2010 – –
Recognised in proit or loss (Note 17) 41,000 –
At 31.3.2012/2011 41,000 –
The deerred tax liabilities are attributable to the ollowing:-
Accelerated capital allowances over depreciation 84,000 –
Provision or unutilised annual leave (43,000) –
41,000 –
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
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14. RCPS
The Group/The Copany
2012 2011
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
Par Value
Rm
Nuber
Of Shares
Share Capital
Rm
AUTHORISED
At 1.4.2011/2010 0.01 11,000,000 110,000 – – –
Divided from ordinary shares – – – 0.01 11,000,000 110,000
Increase during the financial
year 0.01 89,000,000 890,000 – – –
At 31.3.2012/2011 0.01 100,000,000 1,000,000 0.01 11,000,000 110,000
ISSUED AND PAID-UP
At 1.4.2011/2010 0.01 10,555,000 105,550 – – –
Issued and paid-up during
the inancial ear – – – 0.01 10,555,000 105,550
Conversion o RCPS during
the inancial ear 0.01 (8,361,120) (83,611) – – –
At 31.3.2012/2011 0.01 2,193,880 21,939 0.01 10,555,000 105,550
SHARE PREmIUm
At 1.4.2011/2010 949,950 –
Addition during
the inancial ear – 949,950
Conversion o RCPS
during the inancial ear (752,501) –
At 31.3.2012/2011 197,449 949,950
Total liabilit component
o RCPS 219,388 1,055,500
The RCPS are classiied as current liabilities as the RCPS are redeemable at the option o the RCPS holders. The
remaining RCPS are not convertible into ordinar shares o the Compan.
The principal terms o the RCPS are as ollows:-
(a) Dividend Rights The RCPS are not entitled to an dividend.
(b) Convertibilit The RCPS were convertible on the basis o 1 RCPS: 10 ordinar shares with 10 Warrants-B
(“Shares”). Ater receipt o the approval rom the Securities Commission (“SC”) or the
Initial Public Oering (“IPO”), 5,557,000 RCPS were converted into Shares o the Compan.
Pursuant to the IPO, 2,804,120 RCPS were converted into such number o Shares so that
the holder held a total number o Shares equivalent to 20% o the enlarged issued and
paid-up ordinar share capital o the Compan as at the date o listing. Other than as
stated above, the holder is not entitled to convert an additional RCPS into ordinar shares
o the Compan.
Hibiscus Petroleum Berhad
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14. RCPS (Cont’d)
The principal terms o the RCPS are as ollows (Cont’d):-
(c) Redeemabilit Subject to compliance with the requirements o Section 61 o the Companies Act 1965
(“Act”), all RCPS (unless earlier converted into Shares) shall be ull redeemable at the
option o the holder, at the Redemption Price:
(a) on the date alling 12 months ater the date o issue o the RCPS i the approval
rom the SC is not received b the Compan b then; or
(b) on the date alling 14 business das ater the Compan’s receipt o an letter rom the
SC rejecting or stating its non-approval o the Compan’s application or the IPO; or
(c) on an date ater the Listing;
whichever occurs irst.
The Compan shall use its reasonable endeavours to ensure that it has suicient unds
(whether through proits or a new issue o shares or otherwise), which can be lawull
applied towards redemption o the RCPS at the relevant time.
No RCPS redeemed b the Compan shall be capable o reissue.
(d) Redemption Price RM0.10 per RCPS
(e) Voting Rights The RCPS shall entitle the holder to the voting rights as reerred to in Section 148 (2) o
the Act and, to the ullest extent permitted b the Act in relation to preerence shares, all
other statutor voting rights.
() Status The RCPS is not listed or quoted on an stock exchange.
15. Revenue
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Project management, technical and other services ees 1,848,761 814,919 –
Interest income 6,112,381 6,112,381 15,409
7,961,142 6,927,300 15,409
Revenue represents interest income rom ixed deposits and ees rom the provision o project management, technical
and other services relating to the oil and gas exploration and production industr. Revenue is recognised on an accrual
basis.
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16. Loss Before Taxation
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Loss beore taxation is arrived at ater charging/(crediting):-
Audit ee
– or the inancial ear 57,596 40,000 5,000
– underprovision in the previous inancial ear 3,000 3,000 –
– others 8,000 8,000 5,000
Depreciation o equipment 115,489 115,489 357
Directors’ remuneration
– ees 24,000 24,000 2,000
– salaries 739,284 739,284 184,821
– deined contribution plan 88,716 88,716 22,179
– other beneits 48,575 48,575 –
Listing expenses 216,456 216,456 306,576
Qualiing Acquisition expenses 5,706,297 5,706,297 –
Rental expenses 127,628 127,628 5,801
Sta costs
– salaries 3,080,756 2,245,446 280,108
– deined contribution plan 152,878 152,878 14,787
– other beneits 123,615 123,615 –
Unrealised loss on oreign exchange 11,702 3,523 –
lnterest income (6,112,381) (6,112,381) (15,409)
17. Incoe Tax Expense
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Current tax:-
– Malasian tax 481,270 479,352 –
– underprovision in the previous inancial ear 3,660 3,660 –
484,930 483,012 –
Deerred tax (Note 13):-
– relating to originating and recognition o temporar dierences 41,000 41,000 –
525,930 524,012 –
Hibiscus Petroleum Berhad
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17. Incoe Tax Expense (Cont’d)
A reconciliation o income tax expense applicable to the loss beore taxation at the statutor tax rate to income tax
expense at the eective tax rate o the Group and the Compan is as ollows:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Loss beore taxation (4,358,315) (4,397,085) (1,193,890)
Tax at the statutor tax rate o 25% (1,089,579) (1,099,271) (298,473)
Tax eects o:-
Non-deductible expenses 1,611,849 1,619,623 298,473Underprovision in the previous inancial ear 3,660 3,660 –
Income tax expense or the inancial ear 525,930 524,012 –
18. Loss Per Share
The basic loss per share or the inancial ear ended 31.3.2012 is arrived at b dividing the Group’s loss attributable
to the owners o the Compan o RM4,884,245 b the weighted average number o ordinar shares in issue during
the inancial ear o 142,592,714 shares.
The ull diluted loss per share or the Group in the current inancial ear was not presented as the assumed conversion
rom the exercise o Warrants-A and Warrants-B would be anti-dilutive.
19. Cash And Cash Equivalents
For the purpose o the statements o cash lows, cash and cash equivalents comprise the ollowing:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Fixed deposits with licensed banks (Note 10) 50,016,303 50,016,303 2,303,649
Cash and bank balances 168,507,696 168,467,289 212,745
218,523,999 218,483,592 2,516,394
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20. Directors’ Reuneration
(a) The aggregate amounts o emoluments received and/or receivable b directors o the Group and o the Compan
during the inancial ear are as ollows:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Executive director:
Salaries 739,284 739,284 184,821
Deined contribution plan 88,716 88,716 22,179
Other beneits 48,575 48,575 –
876,575 876,575 207,000
Non-executive directors:Fees 24,000 24,000 2,000
900,575 900,575 209,000
(b) Details o directors’ emoluments o the Group and o the Compan received/receivable or the inancial ear in
bands o RM50,000 are as ollows:-
The Group/The Copany
2012 2011
Executive director:-
RM200,001 – RM250,000
RM850,001 – RM900,000
–
1
1
–
Non-executive directors:-
Below RM50,000 2 2
3 3
21. Related Party Disclosures
(a) Identities o related parties
The related parties are:-
(i) its subsidiaries and a jointl controlled entit as disclosed in Note 5 and Note 6 to the inancial statements;
and
(ii) the directors/oicers who are the ke management personnel.
Hibiscus Petroleum Berhad
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21. Related Party Disclosures (Cont’d)
(b) In addition to the inormation detailed elsewhere in the inancial statements, the Group and the Compan carried
out the ollowing signiicant transactions with the related parties during the inancial ear:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Project management, technical and other ees
receivable rom:-
– a subsidiar – 814,919 –
– a jointl controlled entit 1,848,761 – –
(c) Ke management personnel compensation
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Short term beneits:-
Included under Director’s remuneration
– salaries 739,284 739,284 184,821
– deined contribution plan 88,716 88,716 22,179
– other beneits 48,575 48,575 –
Included under sta costs
– salaries 1,638,736 1,638,736 280,108
– deined contribution plan 107,307 107,307 14,787
– other beneits 92,148 92,148 –
22. Operating Segents
Operating segments are presented in respect o the Group’s business and geographical segments. The primar ormat,
business segment, is based on the Group’s management and internal reporting structure. Pursuant to the Project
Management and Technical Services Agreement signed between Hibiscus Oilield and Lime on 24 October 2011, the
ees paable to Hibiscus Oilield in consideration or the project management, technical and other services to the Lime
Group is on an actual cost basis plus a margin o 7%.
Business segentsThe activities o the Group are in the ollowing main business segments:-
(i) Project Management Provision o project management, technical and other services relating to the oil and gas
exploration and production industr
(ii) Investment holding Investment in companies owning/operating oil and gas concessions
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22. Operating Segents (Cont’d)
Geographical segents
The Group has activities in the ollowing principal geographical areas:-
(i) Malasia Investment in companies owning/operating oil and gas concessions
(ii) Overseas Provision o project management, technical and other services relating
to the oil and gas exploration and production industr
In presenting inormation on the basis o geographical segments, segment revenue is based on the geographical
location o the customers. Segment assets are based on the geographical location o assets.
(a) By Business Segents
2012
Project
manageentRm
Investent
HoldingRm
EliinationRm
GroupRm
REVENUE
Project management, technical
and other services ees
– rom external customer 1,848,761 – – 1,848,761
– inter-segment – 814,919 (814,919) –
Interest income – 6,112,381 – 6,112,381
Consolidated revenue 1,848,761 6,927,300 (814,919) 7,961,142
RESULTS
Segment results 133,273 (10,603,969) – (10,470,696)Interest income – 6,112,381 – 6,112,381
Consolidated proit/(loss) beore taxation 133,273 (4,491,588) – (4,358,315)
Income tax expense (525,930)
Consolidated loss ater taxation (4,884,245)
ASSETS
Consolidated total assets 1,879,329 233,441,885 (1,807,350) 233,513,864
LIABILITIES
Segment liabilities 1,817,080 837,153 (1,807,350) 846,883
Unallocated liabilities 522,277
Consolidated total liabilities 1,369,160
OTHER INFORmATION
Capital expenditure – 769,182 – 769,182
Depreciation o equipment – 115,489 – 115,489
Unrealised loss on oreign exchange 8,179 3,523 – 11,702
Hibiscus Petroleum Berhad
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22. Operating Segents (Cont’d)
(a) By Business Segents (Cont’d)
2011
Project
manageent
Rm
Investent
Holding
Rm
Eliination
Rm
Group
Rm
REVENUE
Interest income – 15,409 – 15,409
Consolidated revenue – 15,409 – 15,409
RESULTS
Segment results – (1,209,299) – (1,209,299)
Interest income – 15,409 – 15,409
Consolidated loss ater taxation – (1,193,890) – (1,193,890)
ASSETS
Consolidated total assets – 2,934,252 – 2,934,252
LIABILITIES
Consolidated total liabilities – 4,139,023 – 4,139,023
OTHER INFORmATIONCapital expenditure – 6,420 – 6,420
Depreciation o equipment – 357 – 357
(b) By Geographical Segents
Revenue Non-Current Assets
2012
Rm
2011
Rm
2012
Rm
2011
Rm
Malasia 6,112,381 15,409 659,756 6,063
Isle o Man 1,848,761 – – –
7,961,14215,409
659,7566,063
23. Capital Coitents
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Approved and contracted or:-
Purchase o sotware 76,092 76,092 –
Hibiscus Petroleum Berhad
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24. Operating Lease Coitents
The uture minimum lease paments under the non-cancellable operating leases are as ollows:-
The Group/The Copany
2012
Rm
2011
Rm
Within one ear 237,300 127,628
Later than one ear but not later than ive ears 341,171 284,261
578,471 411,889
25. Financial Instruents
The Group’s activities are exposed to a variet o market risks (including oreign currenc risk, interest rate risk and
equit price risk), credit risks and liquidit risks. The Group’s overall inancial risk management polic ocuses on the
unpredictabilit o inancial markets and seeks to minimise potential adverse eects on the Group’s inancial perormance.
(a) Financial Risk manageent Policies
The Group’s policies in respect o the major areas o treasur activit are as ollows:-
(i) market Risk
Foreign Currency Risk
The Group is exposed to oreign currenc risk on transactions and balances that are denominated in
currencies other than Ringgit Malasia. The currencies giving rise to this risk are primaril United States
Dollar. Foreign currenc risk is monitored closel on an on-going basis to ensure that the net exposure is at
an acceptable level.
The Group’s exposure to oreign currenc is as ollows:-
The Group
United
States Dollar
Rm
Ringgit
malaysia
Rm
Total
Rm
2012
Financial assets
Amount owing b a jointl controlled entit 1,854,930 – 1,854,930
Other receivables and deposits – 73,400 73,400
Fixed deposits with licensed banks – 50,016,303 50,016,303
Cash and bank balances 156,336,016 12,171,680 168,507,696
158,190,946 62,261,383 220,452,329
Financial liabilities
RCPS – 219,388 219,388
Other paables and accruals 14,645 612,850 627,495
14,645 832,238 846,883
Net inancial assets 158,176,301 61,429,145 219,605,446
Less: Net inancial assets denominated in the
respective entities’ unctional currencies (1,880,690) (61,429,145) (63,309,835)
156,295,611 – 156,295,611
Hibiscus Petroleum Berhad
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25. Financial Instruents (Cont’d)
(a) Financial Risk manageent Policies (Cont’d)
(i) market Risk (Cont’d)
Foreign Currency Risk (Cont’d)
The Copany
United States
Dollar
Rm
Ringgit
malaysia
Rm
Total
Rm
2012
Financial assets
Other receivables and deposits – 73,400 73,400
Amounts owing b subsidiaries – 1,842,899 1,842,899
Fixed deposits with licensed banks – 50,016,303 50,016,303
Cash and bank balances 156,295,611 12,171,678 168,467,289
156,295,611 64,104,280 220,399,891
Financial liabilities
RCPS – 219,388 219,388
Amount owing to a subsidiar 156,289,500 – 156,289,500
Other paables and accruals – 609,850 609,850
156,289,500 829,238 157,118,738
Net inancial assets 6,111 63,275,042 63,281,153
Less: Net inancial assets denominated in the
respective entities’ unctional currenc – (63,275,042) (63,275,042)
6,111 – 6,111
In the previous inancial ear, the Compan does not have an material oreign currenc transactions, assets
or liabilities and hence is not exposed to an signiicant or material currenc risks.
Foreign currency risk sensitivity analysis
The ollowing table details the sensitivit analsis to a reasonabl possible change in the oreign currencies
as at the end o the inancial ear, with all other variables held constant:-
The Group The Copany
2012
Increase/
(Decrease)
Rm
2012
Increase/
(Decrease)
Rm
2011
Increase/
(Decrease)
Rm
Effects on loss after taxation
United States Dollar:
– strengthened b 5% 7,814,781 306 –
– weakened b 5% (7,814,781) (306) –
Effects on equity
United States Dollar:
– strengthened b 5% 7,814,781 306 –
– weakened b 5% (7,814,781) (306) –
Hibiscus Petroleum Berhad
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25. Financial Instruents (Cont’d)
(a) Financial Risk manageent Policies (Cont’d)
(i) market Risk (Cont’d)
Interest Rate Risk
The Compan does not have an interest-bearing borrowings and hence is not exposed to interest rate risk.
Surplus unds are placed with licensed inancial institutions at the most avourable interest rates.
Equity Price Risk
The Compan does not have an quoted investments and hence is not exposed to equit price risk.
(ii) Credit Risk
The Group’s exposure to credit risk, or the risk o counterparties deaulting, arises mainl rom trade and
other receivables. The Group manages its exposure to credit risk b monitoring the timel receipt o
receivables on an on-going basis. For other inancial assets (including cash and bank balances), the Group
minimises credit risk b dealing exclusivel with high credit rating counterparties.
Impairment is estimated b management based on prior experience and the current economic environment.
Credit risk concentration profile
The Group’s major concentration o credit risk relates to the amount owing b a related part which
constituted 99% o its total receivables as at the end o the inancial ear.
Exposure to credit risk
As the Group does not hold an collateral, the maximum exposure to credit risk is represented b the carring
amount o the inancial assets as at the end o the inancial ear.
The exposure o credit risk or trade balances owing b a jointl controlled entit b geographical region is
as ollows:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Isle o Man 1,854,930 – –
Ageing analysis
The ageing analsis o the Group’s trade balances owing b a jointl controlled entit at the end o the
reporting period is as ollows:-
The Group
Gross
AountRm
Carrying
ValueRm
2012
Not past due 1,854,930 1,854,930
The Group uses ageing analsis to monitor the credit qualit o the trade receivables. An receivables having
signiicant balances past due or more than 30 das, which are deemed to have higher credit risk, are
monitored closel.
In the previous inancial ear, the Compan did not have an exposure to credit risk, or the risk o
counterparties deaulting, arising rom receivables.
Hibiscus Petroleum Berhad
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25. Financial Instruents (Cont’d)
(a) Financial Risk manageent Policies (Cont’d)
(iii) Liquidity Risk
Liquidit risk arises mainl rom general unding and business activities. The Group practises prudent risk
management b maintaining suicient cash balances.
The ollowing table sets out the maturit proile o the inancial liabilities as at the end o the inancial ear
based on contractual undiscounted cash lows:-
The Group
Carrying
Aount
Rm
Contractual
Undiscounted
Cash Flows
Rm
Within
1 Year
Rm
2012
RCPS 219,388 219,388 219,388
Other paables and accruals 627,495 627,495 627,495
846,883 846,883 846,883
The Copany
Carrying
Aount
Rm
Contractual
Undiscounted
Cash Flows
Rm
Within
1 Year
Rm
2012
RCPS 219,388 219,388 219,388
Other paables and accruals 609,850 609,850 609,850
Amount owing to a subsidiar 156,289,500 156,289,500 156,289,500
157,118,738 157,118,738 157,118,738
The Copany
Carrying
Aount
Rm
Contractual
Undiscounted
Cash Flows
Rm
Within
1 Year
Rm
2011
RCPS 1,055,500 1,055,500 1,055,500
Other paables and accruals 83,523 83,523 83,523Amounts owing to related parties 3,000,000 3,000,000 3,000,000
4,139,023 4,139,023 4,139,023
Hibiscus Petroleum Berhad
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25. Financial Instruents (Cont’d)
(b) Capital Risk manageent
The Group manages its capital to ensure that entities within the Group will be able to maintain an optimal capital
structure so as to support their businesses and maximise shareholders’ value. To achieve this objective, the Group
ma make adjustments to the capital structure in view o changes in economic conditions, such as adjusting the
amount o dividend pament, returning o capital to shareholders or issuing new shares.
The debt-to-equit ratio o the Group as at the end o the inancial ear is not presented as its cash and cash
equivalents exceeded the total debts.
Under the requirement o Bursa Malasia Practice Note No. 17/2005, the Compan is required to maintain a
consolidated shareholders’ equit (total equit attributable to owners o the Compan) equal to or not less than
the 25% o the issued and paid-up share capital (excluding treasur shares) and such shareholders’ equit is not
less than RM40 million. The Compan has complied with this requirement.
(c) Classification of Financial Instruents
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Financial assets
Loans and receivables inancial assets
Other receivables and deposits 73,400 73,400 37,308
Amounts owing b subsidiaries – 1,842,899 –
Amount owing b a jointl controlled entit 1,854,930 – –
Fixed deposits with licensed banks 50,016,303 50,016,303 2,303,649
Cash and bank balances 168,507,696 168,467,289 212,745
220,452,329 220,399,891 2,553,702
Financial liabilities
Other inancial liabilities
Other paables and accruals 627,495 609,850 83,523
RCPS 219,388 219,388 1,055,500
Amounts owing to related parties – – 3,000,000
Amount owing to a subsidiar – 156,289,500 –
846,883 157,118,738 4,139,023
(d) Fair Values of Financial Instruents
All inancial instruments are carried at amounts not materiall dierent rom their air values as at 31 March 2012.
Fair value estimates are made at a speciic point in time and based on relevant market inormation and
inormation about the inancial instruments. These estimates are subjective in nature, involve uncertainties and
matters o signiicant judgement and thereore cannot be determined with precision. Changes in assumptions could
signiicantl aect the estimates.
(e) Fair Value Hierarchy
As at 31 March 2012, there were no inancial instruments carried at air values.
Hibiscus Petroleum Berhad
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26. Significant Events During/Subsequent To The Financial Year
(a) LISTING OF HIBISCUS PETROLEUm BERHAD
The Compan was listed on the Main Market o Bursa Malasia on 25 Jul 2011 as a Special Purpose Acquisition
Compan.
The Compan had raised a total o RM11 million prior to its IPO and RM234 million rom its IPO exercise.
(b) QUALIFYING ACQUISITION
Execution of agreeents
The Compan executed the ollowing agreements relating to its Qualiing Acquisition on 24 October 2011:-
● A conditional share subscription agreement (“SSA”) between Gul Hibiscus and Lime to subscribe or
76,923,077 new shares in Lime (“Lie Shares”), representing 27.2% o the enlarged issued and paid-up share
capital o Lime, or a cash consideration o USD50 million*. The consideration o USD50 million was paable
in two tranches, namel USD4 million under Tranche One and USD46 million under Tranche Two upon
ulillment o the respective Tranche One and Tranche Two conditions.
● A conditional share purchase agreement (“SPA”) between Gul Hibiscus and Rex Oil & Gas Ltd (“Rex”) or Gul
Hibiscus to acquire 22,153,846 Lime Shares rom Rex representing 7.8% o the enlarged issued and paid-up
share capital o Lime or a cash consideration o USD5 million*. Upon receipt o independent conirmation o
commercial discover o a well no later than 2013, a discover bonus amount o USD5 million would also be
paable to Rex.
(Collectivel, the SSA and SPA shall hereinater be reerred to as the “Lie Acquisition”).
* The total actual consideration paid in RM amounted to RM169.9 million.
In conjunction with the Lime Acquisition, on the same date:-
● Gul Hibiscus had entered into a shareholders’ agreement with Rex, Schroder & Co Banque S.A and Lime; and
● Hibiscus Oilield had entered into a project management and technical services agreement with Lime or
Hibiscus Oilield to provide project management, technical and other services to Lime in relation to Lime’s
existing and uture oil and gas concessions in the Middle East region.
At the time o the execution o these agreements, Lime had controlling interests in 3 concession companies with
concession rights in the ollowing oshore oil and gas exploration assets:
● RAK North Oshore Concession in Ras Al Khaimah (“RAK”), United Arab Emirates (“UAE”);
● Oshore Sharjah East Coast Concession in Sharjah, UAE; and
● Block 50 Concession Area in the Sultanate o Oman.
Pursuant to the ulillment o all Tranche One conditions as set out in the SSA and the pament o the Tranche
One amount o USD4 million, 6,605,128 new shares in Lime representing 3.1% o the then issued and paid-up
share capital o Lime, were issued to Gul Hibiscus on 8 November 2011.
Copletion of Qualifying Acquisition
The Lime Acquisition was approved b the SC on 16 Februar 2012, and b the shareholders o the Compan at
the Extraordinar General Meeting held on 21 March 2012.
Following the ulillment o the last condition precedent under the SSA and SPA, being a ourth concession secured
b Lime on 10 April 2012, as disclosed in Note 26(c) to the inancial statements, the Lime Acquisition was
completed on 18 April 2012.
Pursuant to the achievement o this milestone, the Compan transormed into a ull-ledged oil and gas exploration
and production compan on the Main Market o Bursa Malasia.
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26. Significant Events During/Subsequent To The Financial Year (Cont’d)
(c) SIGNIFICANT CORPORATE DEVELOPmENTS UNDER LImE AFTER EXECUTION OF QUALIFYING ACQUISITION
AGREEmENTS
(i) Fourth Concession Secured in the middle East Region
On 10 April 2012, Lime secured a ourth concession in the Middle East region, namel the RAK Onshore
Concession located onshore in RAK, in the UAE through its wholl-owned subsidiar, Baqal Petroleum Ltd.
(ii) Execution of a Revised EPSA for RAK North Offshore Concession
On 10 April 2012, Lime, via its subsidiar, Dahan Petroleum Ltd (“Dahan”) executed the ollowing agreements
in relation to its existing RAK North Oshore Concession.
(i) The Amended and Restated Exploration & Production Sharing Agreement (“EPSA”) between The
Government o RAK and Dahan;
(ii) The Amended and Restated Petroleum Concession Agreement or the Saleh Area between TheGovernment o Ras Al Khaimah, Rakgas L.L.C., DNO Al Khaleej Limited (“ DNO”) and Dahan; and
(iii) The Deed o Amendment between The Government o Ras Al Khaimah, Rakgas L.L.C., DNO and Dahan.
(iii) Proposed Acquisition of Participating Interests in 4 Concessions in Norway
● On 2 Ma 2012, Lime signed transaction agreements with North Energ ASA to secure 50% o North
Energ ASA’s interests in 4 concessions in the Norwegian Continental Shel in Norwa (“Proposed
Transfer of Norwegian Interests to Lie”).
● The purchase consideration or the Proposed Transer o Norwegian Interests to Lime is approximatel
NOK31.8 million (equivalent to approximatel USD5.5 million or RM16.8 million)** i the transer is
completed in 2012. It will increase to approximatel NOK31.8 million plus Lime’s share o actual costs
incurred in 2012 i the transer is completed in 2013.
** The exchange rates used as of the date of the announcement to Bursa Malaysia on 4 May 2012 i.e. NOK1: USD0.1741 : RM0.5272
The completion o the Agreements is conditional upon, inter-alia, approval rom the Ministr o Petroleum and
Energ in Norwa and the approval o Lime’s application to obtain Pre-Qualiication status as an oil and gas
exploration compan in Norwa in order to jointl participate with North Energ ASA, the license holder in
partner-operated licenses in the Norwegian Continental Shel.
The Agreements are to be completed prior to the long-stop date o 1 Jul 2013 (“Long–Stop Date”), ater
which the obligations o the parties to complete the Proposed Transer o Norwegian Interests to Lime shall
cease or an o the 4 concessions that have not been transerred prior to the Long-Stop Date.
(iv) Increase in Lie’s Equity Stake in masirah Oil Liited (“masirah”)
On 23 Ma 2012, Lime’s subsidiar, Lime Petroleum Limited (“Lie BVI”) executed a revised Masirah
Shareholders’ Agreement with Petroci Holding (“Petroci”). On the same date, Lime BVI also entered into theollowing agreements with Petroci:
(i) Share Purchase Agreement in relation to the purchase o 100 shares in Masirah b Petroci rom Lime
BVI; and
(ii) Call Option Termination Agreement to terminate the earlier Call Option Agreement dated 5 August 2010
which entitled Petroci to purchase 390 shares in Masirah rom Lime BVI.
Pursuant to the revised agreements, Petroci had made a pament o USD1.83 million on 31 Ma 2012 in
exchange or 100 shares in Masirah. Currentl Lime BVI and Petroci hold 64% and 36% respectivel in Masirah.
Hibiscus Petroleum Berhad
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26. Significant Events During/Subsequent To The Financial Year (Cont’d)
(d) ACQUISITION/INCORPORATION OF SUBSIDIARIES
(i) On 16 August 2011, the Compan acquired the entire issued and paid-up share capital o Orient Hibiscus
to acilitate the streamlining o the uture activities o the Group;
(ii) On 17 October 2011, the Compan established two wholl-owned companies in Labuan, being Gul Hibiscus
and Hibiscus Oilield, to acilitate its participation in its Qualiing Acquisition exercise;
(iii) On 3 April 2012, the Compan incorporated a subsidiar compan, Oceania Hibiscus Sdn. Bhd. (“Oceania
Hibiscus”), with an initial authorised share capital o RM100,000 comprising 100,000 ordinar shares o
RM1.00 each with an initial paid-up share capital o RM2 comprising 2 ordinar shares o RM1.00 each; and
(iv) On 5 April 2012, Oceania Hibiscus incorporated a subsidiar compan in Australia, Carnarvon Hibiscus Pt
Ltd, which has an initial paid-up share capital o AUD95 comprising 95 ordinar shares o AUD1.00 each.
27. Coparative Figures
The ollowing igures have been reclassiied to conorm with the presentation o the current inancial ear:-
The Copany
As Restated
Rm
As Previously
reported
Rm
Statements o Cash Flows (Extract):-
Net cash used in operating activities (1,242,458) (1,549,034)
Net cash generated rom inancing activities 3,748,924 4,055,500
Hibiscus Petroleum Berhad
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For The Financial year Ended 31 March 2012
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28. Suppleentary Inforation – Disclosure Of Realised And Unrealised Profits/Losses
The breakdown o the accumulated losses o the Group and o the Compan as at the end o the reporting period into
realised and unrealised proits/(losses) is presented in accordance with the directive issued b Bursa Malasia
Securities Berhad and prepared in accordance with Guidance on Special Matter No. 1, Determination o Realised and
Unrealised Proits or Losses in the Context o Disclosure Pursuant to Bursa Malasia Securities Berhad Listing
Requirements, as issued b the Malasian Institute o Accountants, as ollows:-
The Group The Copany
2012
Rm
2012
Rm
2011
Rm
Total accumulated losses:-
Realised (6,036,316) (6,081,347) (1,204,773)
Unrealised (52,702) (44,523) –
(6,089,018) (6,125,870) (1,204,773)
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
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Authorised Share Capital : RM25,000,000.00
Paid-up Share Capital : RM4,401,373.02Tpe o Shares : 437,943,422 Ordinar Shares o RM0.01 each and 2,193,880 Redeemable Convertible
Preerence Shares o RM0.01 each
No. o Shareholders : 2,873
Voting Rights : One vote or ever share
Distribution Of Shareholders
Category
No. of
Shareholders No. of Shares
% of Total
Shareholdings
Less than 100 5 87 0.00
100 – 1,000 664 461,702 0.11
1,001 – 10,000 1,418 7,223,800 1.6510,001 – 100,000 651 21,854,200 4.99
100,001 to less than 5% o issued shares 130 205,882,533 47.01
5% and above o issued shares 5 202,521,100 46.24
Total 2,873 437,943,422 100.00
Substantial ShareholdersSubstantial Shareholders as per Register maintained under Section 69L o the Companies Act, 1965 as at 31 Jul 2012
No. Nae
Direct Indirect
No. of OrdinaryShares %
No. of OrdinaryShares %
1 Hibiscus Upstream Sdn Bhd 83,611,400 19.09 – –
2 Dr Kenneth Gerard Pereira (1) – – 83,611,400 19.09
3 Lee Che Tek Lionel 40,000,000 9.13 – –
4 Littleton Holdings Pte Ltd 30,415,000 6.94 – –
5 Roushan Arumugam (2) – – 30,415,000 6.94
6 Mercur Paciic Marine Pte Ltd 27,977,700 6.39 – –
7 Picadill Middle East Limited 26,667,000 6.09 – –
Notes:
(1) Dr Kenneth Gerard Pereira’s indirect interest via Hibiscus Upstream Sdn Bhd which holds the entire 83,611,400.
(2) Roushan Arumugam’s indirect interest of 30,415,000 in Hibiscus Petroleum Shares comprises:
– 24,265,000 Hibiscus Petroleum Shares held under Maybank Nominees (Asing) Sdn Bhd – DBS Bank for Littleton Holdings Pte Ltd
– 150,000 Hibiscus Petroleum Shares held under ECML Nominees (Asing) Sdn Bhd for Littleton Holdings Pte Ltd
– 6,000,000 Hibiscus Petroleum Shares held under Citigroup Nominees (Asing) Sdn Bhd Exempt AN for Citibank
NA Singapore (Julius Baer) for Littleton Holdings Pte Ltd
Hibiscus Petroleum Berhad
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Directors’ Shareholdings
Directors’ Shareholdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul 2012
No. Nae
Direct Indirect
No. of
Ordinary Shares %
No. of
Ordinary Shares %
1 Zainul Rahim bin Mohd Zain – – – –
2 Dr Kenneth Gerard Pereira (1) – – 83,611,400 19.09
3 Dr Rabi Naraan Bastia – – – –
4 Zainol Izzet bin Mohamed Ishak – – – –
5 Datin Sunita Mei-Lin Rajakumar – – – –
6 Roushan Arumugam (2) – – 30,415,000 6.94
7 Ta Chin Kwang – – – –
Notes:
(1) Dr Kenneth Gerard Pereira’s indirect interest via Hibiscus Upstream Sdn Bhd which holds the entire 83,611,400.
(2) Roushan Arumugam’s indirect interest of 30,415,000 in Hibiscus Petroleum Shares comprises:
– 24,265,000 Hibiscus Petroleum Shares held under Maybank Nominees (Asing) Sdn Bhd – DBS Bank for Littleton Holdings Pte Ltd
– 150,000 Hibiscus Petroleum Shares held under ECML Nominees (Asing) Sdn Bhd for Littleton Holdings Pte Ltd
– 6,000,000 Hibiscus Petroleum Shares held under Citigroup Nominees (Asing) Sdn Bhd Exempt AN for Citibank NA Singapore (Julius Baer) for
Littleton Holdings Pte Ltd
Hibiscus Petroleum Berhad
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STATEM
MANAG
DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
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BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
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List of Top 30 Shareholders as at 31 July 2012
No. Nae No. of Shares
% of Total
Shareholdings
1 Hibiscus Upstream Sdn Bhd 83,611,400 19.09
2 UOBM Nominees (Asing) Sdn Bhd
United Overseas Bank Nominees (Pte) Ltd or Lee Che Tek Lionel (UBA0828)
40,000,000 9.13
3 ECML Nominees (Asing) Sdn Bhd
Pledged Securities Account or Mercur Paciic Marine Pte Ltd (001)
27,977,700 6.39
4 Picadill Middle East Limited 26,667,000 6.09
5 Mabank Nominees (Asing) Sdn Bhd
DBS Bank or Littleton Holdings Pte Ltd (211400)
24,265,000 5.54
6 Citigroup Nominees (Asing) Sdn Bhd
Exempt AN or Citibank NA, Singapore (Julius Baer)
21,500,000 4.91
7 Tericon Solutions Ltd 20,000,000 4.57
8 Muhammad Saiq Baljit bin Abdullah 19,460,500 4.44
9 Gud Run International Incorporated 18,769,000 4.29
10 Jurunature Sdn Bhd 18,594,200 4.25
11 Gurmit Singh A/L Sajjan Singh 12,849,700 2.93
12 Maison binti Shaik Abdul Rahman 6,600,400 1.51
13 Sri Inderajaa Holdings Sdn Bhd 6,500,000 1.49
14 Silicon Designs (M) Sdn Bhd 6,200,000 1.42
15 Kelrix Sdn Bhd 5,784,589 1.32
16 TA Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Maison binti Shaik Abdul Rahman
4,000,000 0.91
17 Ivor Matrix Sdn Bhd 3,888,888 0.89
18 HSBC Nominees (Asing) Sdn Bhd
Exempt AN or Coutts & Co Ltd (Sg Branch)
3,790,000 0.87
19 Geo Distinction Sdn Bhd 3,650,000 0.83
20 Mohamad Azmadi bin Fadzil 2,800,000 0.64
21 HLG Nominee (Tempatan) Sdn Bhd
Pledged Securities Account or M.Guna Seger A/L Muniand
2,640,100 0.60
22 Public Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Khaw Ah Lai (E-SLy)
2,315,000 0.53
23 Shamsuddin bin Abdul Kadir 2,135,500 0.49
24 HLG Nominee (Tempatan) Sdn Bhd
Pledged Securities Account or Khasnoor binti Abdul Khalid
2,100,000 0.48
25 Arumugam A/L A Packiri 2,000,000 0.46
26 HLG Nominee (Tempatan) Sdn Bhd
Pledged Securities Account or Ruslan bin Ibrahim
2,000,000 0.46
27 Mabank Securities Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or SMB Resources Sdn Bhd
2,000,000 0.46
28 SJ Holdings Sdn Bhd 1,565,500 0.36
29 Au Wei Lien 1,328,000 0.30
30 yassin Bee binti Abdul Rashid 1,292,400 0.29
376,284,877 85.92
Hibiscus Petroleum Berhad
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As at 31 Jul 2012
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No. o Warrants-A Issued : 334,436,522
No. o Warrants-A Exercised : 19,895,500No. o Warrants-A Unexercised : 314,541,022
Maturit Date : 24 Jul 2014
Rights o the Warrants-A Holder : The Warrants-A holders are not entitled to an voting rights or to participate in
an distribution and/or oer o urther securities in our Compan until and unless
such Warrants-A holders exercise their Warrants-A into new Shares.
Distribution Of Warrants-A Holders
Category
No. of Warrants-A
Holders No. of Warrants-A
% of Total
Warrants-A Holdings
Less than 100 2 75 0.00
100 – 1,000 512 323,400 0.10
1,001 – 10,000 1,045 5,780,000 1.84
10,001 – 100,000 700 25,205,300 8.01
100,001 and above 183 283,232,247 90.04
Total 2,442 314,541,022 100.00
Directors’ Warrants-A HoldingsDirectors’ Warrants-A holdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul
2012
No. Nae
Direct Indirect
No. of
Warrants-A %
No. of
Warrants-A %
1 Dr Kenneth Gerard Pereira – – – –
2 Zainol Izzet bin Mohamed Ishak – – – –
3 Dr Rabi Naraan Bastia – – – –
4 Datin Sunita Mei-Lin Rajakumar(1) – – 1,125,000 0.36
5 Zainul Rahim bin Mohd Zain – – – –
6 Roushan Arumugam(2) – – 23,000,000 7.31
7 Ta Chin Kwang – – – –
Note:
(1) Deemed interest via her husband’s (Datuk Dr Jeaindran C Sinnadurai) shareholdings in Hibiscus Petroleum Berhad.
(2) Deemed interested via his 100% equit interest in Littleton Holdings Pte Ltd.
Hibiscus Petroleum Berhad
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> Analysis Of Warrants-A HoldingsAs at 31 Jul 2012
ABOUT
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MANAG
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List of Top 30 Warrants-A Holders as at 31 July 2012
No. Nae No. of Warrants-A
% of Total
Warrants-A Holdings
1 Lee Che Tek Lionel 37,649,500 11.97
2 Muhammad Saiq Baljit bin Abdullah 36,475,300 11.60
3 ECML Nominees (Asing) Sdn Bhd
Pledged Securities Account or Mercur Paciic Marine Pte Ltd (001)
29,600,000 9.41
4 Picadill Middle East Limited 26,667,000 8.48
5 Mabank Nominees (Asing) Sdn Bhd
DBS Bank or Littleton Holdings Pte Ltd (211400)
23,000,000 7.31
6 Tericon Solutions Ltd 20,000,000 6.36
7 Gud Run International Incorporated 13,334,000 4.24
8 Kelrix Sdn Bhd 8,569,889 2.729 Silicon Designs (M) Sdn Bhd 5,600,000 1.78
10 Maison binti Shaik Abdul Rahman 4,001,700 1.27
11 Ivor Matrix Sdn Bhd 3,888,888 1.24
12 Lim Chin Sean 3,500,000 1.11
13 ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Lim Ai Ling
3,000,000 0.95
14 ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Liew yoon Peck
2,882,200 0.92
15 CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB Bank or Kwee Sow Fun (M96022)
2,449,600 0.78
16 B K Mohanan Menon 2,000,000 0.64
17 Mohan A/L Arunasalam 2,000,000 0.6418 CIMSEC Nominees (Tempatan) Sdn Bhd
CIMB Bank or Lim Ai Ling (My0582)
1,820,000 0.58
19 HLG Nominee (Tempatan) Sdn Bhd
Pledged Securities Account or Khasnoor binti Abdul Khalid
1,750,000 0.56
20 TA Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Maison binti Shaik Abdul Rahman
1,725,000 0.55
21 Jurunature Sdn Bhd 1,612,800 0.51
22 SJ Sec Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Kwee Sow Fun (SMT)
1,563,500 0.50
23 Lai Ngan Foong 1,207,900 0.38
24 Ain Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Jeaindran A/L C. Sinnadurai
1,125,000 0.36
25 Au Wei Lien 1,070,000 0.34
26 Gurmit Singh A/L Sajjan Singh 850,000 0.27
27 Geo Distinction Sdn Bhd 800,014 0.25
28 Gurdeep Singh A/L Sardara Singh 800,000 0.25
29 Inter-Paciic Equit Nominees (Tempatan) Sdn Bhd
Pledged Securities Account or Kok Tiu Wan
800,000 0.25
30 Faridah binti Hashim 770,000 0.24
TOTAL 240,512,291 76.46
Hibiscus Petroleum Berhad
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No. o Warrants-B Issued : 83,611,200
No. o Warrants-B Exercised : –No. o Warrants-B Unexercised : 83,611,200
Maturit Date : 24 Jul 2014
Rights o the Warrants-B Holder : The Warrants-B holders are not entitled to an voting rights or to participate in
an distribution and/or oer o urther securities in our Compan until and unless
such Warrants-B holders exercise their Warrants-B into new Shares.
Distribution Of Warrants-B Holders
Category
No. of Warrants-B
Holders No. of Warrants-B
% of Total
Warrants-B Holdings
1 – 99 – – –
100 – 1,000 – – –
1,001 – 10,000 – – –
10,001 – 100,000 – – –
100,001 and above 1 83,611,200 100.00
Total 1 83,611,200 100.00
Directors’ Warrants-B Holdings
Directors’ Warrants-B holdings as per Register maintained under Section 134 o the Companies Act, 1965 as at 31 Jul
2012
No. Nae
Direct Indirect
No. of Warrants-B % No. of Warrants-B %
1 Dr Kenneth Gerard Pereira(1) – – 83,611,200 100.00
2 Zainol Izzet bin Mohamed Ishak – – – –
3 Dr Rabi Naraan Bastia – – – –
4 Datin Sunita Mei-Lin Rajakumar – – – –
5 Zainul Rahim bin Mohd Zain – – – –
6 Roushan Arumugam – – – –
7 Ta Chin Kwang – – – –
Note:
(1) Deemed interested via his 57.41% equit interest in Hibiscus Upstream Sdn Bhd.
Hibiscus Petroleum Berhad
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CORPO
INFORM
CORPO
STRUC
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PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
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COMM
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ON INT
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86 / 87NOTICE IS HEREBy GIVEN that the
Second Annual General Meeting o the
Compan will be held at PJ Hilton
Hotel, Kristal Ballroom, 1st Floor, West
Wing, No. 2, Jalan Barat, 46200
Petaling Jaa, Selangor Darul Ehsan on
26 September 2012 at 10.00 am to
transact the ollowing businesses:-
Agenda
As Ordinary Business
1. To receive the Audited Financial Report o theCompan and o the Group and the Reports o the
Directors and the Auditors thereon or the inancial
ear ended 31 March 2012;
(Refer toExplanatory
Note 1)
2. To approve Directors' ees or the inancial ear
ended 31 March 2012;
[Resolution 1]
3. To re-elect the ollowing Directors who retire
pursuant to Article 101 o the Compan’s Articles
o Association:
3.1 Mr Roushan Arumugam [Resolution 2]
3.2 Mr Ta Chin Kwang [Resolution 3]
4. To re-elect the ollowing Director who retires
pursuant to Article 123 o the Compan’s Articleso Association:
4.1 En Zainol Izzet Bin Mohamed Ishak [Resolution 4]
5. To appoint Messrs. PricewaterhouseCoopers as
Auditors or the Compan in place o the retiring
Auditors, Messrs. Crowe Horwath and to authorise
the Directors to ix their remuneration.
[Resolution 5]
As Special Business
To consider and i thought it, to pass the ollowing resolutions:-
6. AUTHORITY TO ALLOT AND ISSUE SHARES
“THAT subject alwas to the Companies Act,
1965, the Articles o Association o the Compan and the approvals o the relevant regulator
authorities, the Directors be and are hereb
empowered pursuant to Section 132D o the
Companies Act, 1965, to issue new ordinar
shares o RM0.01 each in the Compan at an
time and rom time to time and upon such terms
and conditions to such persons and or such
purposes as the Directors ma in their discretion
deem it PROVIDED THAT the aggregate number o
new ordinar shares to be issued pursuant to this
resolution does not exceed ten per centum (10%)
o the total issued share capital o the Compan
or the time being and that such authorit shall,
unless revoked or varied b an ordinar resolution
b the shareholders o the Compan in asubsequent general meeting, commence upon the
passing o this resolution and expire at the next
annual general meeting o the Compan AND
THAT the Directors are urther authorised to do all
such things and upon such terms and conditions
as the Directors ma deem it and expedient in
the best interest o the Compan to give eect to
the issuance o new ordinar shares under this
resolution including making such applications to
Bursa Malasia Securities Berhad or the listing o
and quotation or the new ordinar shares to be
issued pursuant to this resolution.”
[Resolution 6]
(Refer to
ExplanatoryNote 2)
2nd
Hibiscus Petroleum Berhad
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As Special Resolution
7. PROPOSED AmENDmENTS TO THE ARTICLES OF ASSOCIATION OF THE COmPANY
“THAT the proposed amendments to the Articles
o Association o the Compan as per Appendix 1
as contained in the Annual Report be and are
hereb approved.”
[SpecialResolution 1]
(Refer to
Explanatory
Note 3)
8. To transact an other business that ma be
transacted at an annual general meeting o which
due notice shall have been given in accordance
with the Compan's Articles o Association and
the Companies Act, 1965.
B order o the Board
HIBISCUS PETROLEUm BERHAD
LIm HOOI mOOI (MAICSA 0799764)
TAN BEE HWEE (MAICSA 7021024)
Joint Compan Secretaries
Kuala Lumpur
4 September 2012
Notes:-
1. The purpose of determining who shall be entitled toattend this meeting in accordance with Articles 65(b)
and 65(c) of the Company’s Articles of Association and
Section 34(1) of the Securities Industry (Central
Depositories) Act, 1991, the Company shall be
requesting Bursa Malaysia Depository Sdn Bhd to
issue a General Meeting Record of Depositors as at
19 September 2012 and only Depositors whose names
appear on such Record of Depositors shall be entitled
to attend the said meeting.
2. A proxy may but need not be a member and/or a
qualified legal practitioner, an approved company
auditor or a person approved by the Registrar of
Companies.
3. To be valid, the Form of Proxy duly completed must be
deposited at Level 17, The Gardens North Tower, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time for holding the
meeting Provided That in the event the member(s) duly
executes the Form of Proxy but does not name any
proxy, such member(s) shall be deemed to have
appointed the Chairman of the meeting as his/their
proxy, Provided Always that the rest of the Form of
Proxy, other than the particulars of the proxy have
been duly completed by the member(s).
4. A member shall be entitled to appoint at least one (1)
proxy to attend and vote at the meeting. Where a
member appoints two (2) or more proxies, the
appointments shall be invalid unless he specifies the
proportions of his holdings to be represented by each
proxy.
5. Where a member is an authorised nominee as defined
under the Securities Industry (Central Depositories) Act,
1991, it may appoint one (1) proxy but not more than
two (2) proxies in respect of each securities account it
holds with ordinary shares of our Company standing to
the credit of the said securities account.
6. Where a member of the Company is an exempt
authorised nominee which holds ordinary shares in the
Company for multiple beneficial owners in one 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. Where the exempt authorised nominee
appoints two (2) or more proxies, the proportion of
shareholdings to be represented by each proxy must be
specified in the instrument appointing the proxies.
7. If the appointor is a corporation, the Form of Proxy
must be executed under its common seal or under the
hands of an officer or attorney duly authorised.
8. If the Form of Proxy is signed under the hands of an
officer duly authorised, it should be accompanied by a
statement reading “signed as authorised officer under
Author isation Document which is still in force, no
notice of revocation having been received”. If the Form
of Proxy is signed under the attorney duly appointed
under a power of attorney, it should be accompanied
by a statement reading “signed under Power of
Attorney which is still in force, no notice of revocation
having been received”. A copy of the Authorisation
Document or the Power of Attorney, which should be
valid in accordance with the laws of the jurisdiction in
which it was created and is exercised, should be
enclosed in the Form of Proxy.
Explanatory Notes
1. Item 1 of the Agenda
This Agenda item is meant for discussion only as the provision of Section 169(1) of the
Companies Act, 1965 does not require a formal approval of the shareholders for the
Audited Financial Statements. Hence, this Agenda item is not put forward for voting.
2. Item 6 of the Agenda
The proposed resolution 6 is a new general mandate sought from the shareholders,
which if passed, will give the Directors authority to allot and issue new ordinary shares
in the Company up to an amount not exceeding 10% of the issued share capital of the
Company for such purposes as the Directors may in their discretion deem expedient in
the best interest of the Company, subject to compliance with the relevant regulatory
requirements. The approval is sought to avoid any delay and additional cost involved in
convening a general meeting to specifically approve such issue of shares. This authority,
unless earlier revoked or varied by the shareholders of the Company at a subsequent
general meeting, will expire at the next annual general meeting.
The purpose of this general mandate is for possible fund raising exercises including but
not limited to further placement of shares for purpose of funding current and/or future
investment projects, working capital, repayment of borrowings and/or acquisitions.
3. Item 7 of the Agenda
The proposed Special Resolution 1 is to comply with the recent amendments to the
Listing Requirements of Bursa Malaysia Securities Berhad and deletion of Articles
pertaining to a Special Purpose Acquisition Company since the Company had completed
its Qualifying Acquisition on 18 April 2012.
Hibiscus Petroleum Berhad
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ABOUT
CHAIRM
STATEM
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ANALyS
FINANC
HIGHLI
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EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
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MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
HOLDIN
NOTICE
THE SE
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Proposed Aendents to the Articles of Association of the Copany
“THAT the proposed amendments, modiications, deletions and/or additions to the Articles o Association o the Compan
as set out below be hereb approved:
(i) the ollowing deinitions shall be deleted under Article 2:
Words meaning
Custodian The custodian appointed b the Compan to administer the Trust Account in
accordance with the SC Equit Guidelines.
Hibiscus Upstream Hibiscus Upstream Sdn Bhd (Compan No. 834544-M) (ormerl known as Hibiscus
Upstream Technologies Sdn Bhd), a compan which, as at the date o adoption o
these Articles, is owned b the Management Team.
Initial Investors’ Subscription
Agreements
The subscription agreements entered into b the Compan and each o the Initial
Investors in relation to their subscription o Shares.
Initial Investors Geo Distinction Sdn Bhd, Kelrix Sdn Bhd, Ivor Matrix Sdn Bhd and Oriental MiracleSdn Bhd (including their respective successors and permitted assigns).
Initial Investors Moratorium and
Non-Entitlement Obligations
Reers to:
(a) the irrevocable contractual moratorium under the relevant Initial Investors’
Subscription Agreements and these Articles prohibiting each o the Initial
Investors rom selling, transerring, assigning or disposing in an wa the
whole or an part o the Relevant Initial Investors’ Shares at all times prior
to the Compan’s successul completion o a Qualiing Acquisition in
accordance with these Articles and the SC Equit Guidelines; and
(b) the irrevocable contractual obligation o each o the Initial Investors (pursuant
to the relevant Initial Investors’ Subscription Agreements and these Articles)
to irrevocabl waive and/or renounce all its rights and entitlements to receive
or participate in an distribution o monies or assets whatsoever attributable
to or in connection with the Relevant Initial Investors’ Shares arising rom:
(i) an liquidation or winding-up o the Compan, as long as no Qualiing
Acquisition has been successull completed in accordance with these
Articles and the SC Equit Guidelines; or
(ii) an exchange o securities in the Compan (whether through share bu-
back or otherwise) pursuant to Paragraph 6.18 o the SC Equit
Guidelines, i the Initial Investor votes against a Qualiing Acquisition at
the relevant general meeting convened b the Compan to consider such
Qualiing Acquisition.
IPO Directors The Directors as at the Listing Date, as set out in the prospectus or the IPO.
IPO Independent Directors The independent Directors as at the Listing Date, as set out in the prospectus or
the IPO.
Management Team The Directors (but excludes independent Directors) and the management team o the Compan comprising Dr Kenneth Gerard Pereira (NRIC No. 580718-10-6431),
Dr Pascal Josephus Petronella Hos (Dutch Passport BU7R7R4K9), Ir Mohd Iwan
Jer bin Abdul Majid (NRIC No. 700910-10-5889) and Joce Theresa Sunita
Vasudevan (NRIC No. 671007-01-5772) (and/or such other oicers or emploees
o the Compan as ma be so designated as part o the Management Team b
the board o Directors rom time to time), as deined under and or purposes o
the SC Equit Guidelines.
Permitted Investments Investments in securities issued b the Malasian government, mone market
instruments and AAA-rated papers, as deined under the SC Equit Guidelines.
APPENDIX 1
Hibiscus Petroleum Berhad
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Permitted Time Frame Thirt-six (36) months rom the Listing Date.
Public Issue The public issue o between 200,000,000 and up to 400,000,000 Ordinar Shares
(“Public Issue Shares”) together with between 200,000,000 and up to 400,000,000
warrants-A on the basis o 1 warrant-A or ever 1 Public Issue Share subscribed
at the price o RM0.75 each, pursuant to the IPO.
Relevant Initial Investors’ Shares The Shares subscribed b each o the Initial Investors pursuant to their respective
Initial Investors’ Subscription Agreements.
SPAC A special purpose acquisition compan, as described under the SC Equit
Guidelines.
(ii) the existing Article 59 shall be amended/altered in the ollowing manner:
Existing Article 59 New Article 59
Subject to and in accordance with the provisions o the
Act and such other relevant law, regulation or guideline orthe time being in orce, the Compan is allowed and shall
have power, to the ullest extent permitted, to purchase
an o its own shares and thereater, the Directors ma
resolve and shall have the ullest power to deal with such
purchased shares in accordance with the provisions o the
Act and such other relevant law, regulation or guideline
(including but not limited to paragraph 12.25 o the Listing
Requirements, with regard to share bu-back b a SPAC).
Subject to and in accordance with the provisions o the
Act and such other relevant law, regulation or guideline orthe time being in orce, the Compan is allowed and shall
have power, to the ullest extent permitted, to purchase
an o its own shares and thereater, the Directors ma
resolve and shall have the ullest power to deal with such
purchased shares in accordance with the provisions o the
Act and such other relevant law, regulation or guideline.
(iii) the existing Articles 61A, 61B and 61C be hereb deleted in its entiret.
(iv) the existing Article 92(2) shall be amended/altered in the ollowing manner:
Existing Article 92(2) New Article 92(2)
A Member shall be entitled to appoint at least (1) prox to attend and vote at the same meeting.
A Member shall be entitled to appoint up to two (2)
proxies to attend and vote at the same meeting. A proxy
appointed to attend and vote at a eeting shall have the
sae rights as the meber to speak at the eeting.
(v) the ollowing new Article 92(5) shall be inserted ater Article 92(4):
Article 92(5)
Where a Member is an exempt authorised nominee which holds Ordinar Shares or multiple beneicial owners in
one securities account (“omnibus account”), there is no limit to the number o proxies which the Exempt Authorised
Nominee ma appoint in respect o each omnibus account it holds. An “exempt authorised nominee” reers to an
authorised nominee as deined under the Depositories Act which is exempted rom compliance with the provisions
o subsection 25A(1) o the Depositories Act.
(vi) the existing Article 185 be hereb deleted in its entiret.”
Hibiscus Petroleum Berhad
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Annual Report 2011/2012
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CHAIRM
STATEM
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DISCUS
ANALyS
FINANC
HIGHLI
CALEN
EVENTS
CORPO
INFORM
CORPO
STRUC
BOARD
DIRECT
PROFIL
BOARD
DIRECT
MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
STATEM
ON INT
CONTR
ADDITIO
COMPL
INFORM
THE BO
DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
SHARE
ANALySWARRA
HOLDIN
ANALyS
WARRA
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THE SE
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To all Members,
NOTICE IS HEREBY GIVEN THAT in accordance with Section
172(12) o the Companies Act, 1965, Messrs.
PricewaterhouseCoopers o Level 10, 1 Sentral, Jalan
Travers, KL Sentral, P.O Box 10192, 50706 Kuala Lumpur
has been nominated or appointment as the Compan’s
Auditors at the orthcoming Annual General Meeting o the
Compan.
B order o the Board
LIM HOOI MOOI (MAICSA 0799764)TAN BEE HWEE (MAICSA 7021024)
Date: 4 September 2012
The Board o Directors
HIBISCUS PETROLEUm BERHADLevel 18, The Gardens North Tower
Mid Valle Cit, Lingkaran Sed Putra
59200 Kuala Lumpur
Date: 27 August 2012
Dear Sirs,
NOmINATION OF AUDITORS
We, Hibiscus Upstream Sdn Bhd, being a shareholder o
Hibiscus Petroleum Berhad, hereb give notice pursuant to
Section 172(11) o the Companies Act, 1965, o our
nomination o Messrs. PricewaterhouseCoopers o Level 10,1 Sentral, Jalan Travers, KL Sentral, P.O Box 10192, 50706
Kuala Lumpur, as Auditors o the Compan in place o the
retiring Auditors, Messrs. Crowe Horwath at the orthcoming
Annual General Meeting o the Compan.
Thank ou.
yours aithull,
For and on behal o
HIBISCUS UPSTREAm SDN BHD
DR KENNETH GERARD PEREIRA
Director
Hibiscus Petroleum Berhad
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I/We
I.C. No./Passport/Compan No.
being a member o HIBISCUS PETROLEUm BERHAD (“HIBISCUS PETROLEUm” or “Copany”), hereb
appoint
I.C. No./Passport No.
o
or ailing him, I.C. No./Passport No.
o
or ailing him, the CHAIRMAN OF THE MEETING as m/our prox, to vote or me/us on m/our behal at the SECOND
ANNUAL GENERAL MEETING o our Compan to be held at PJ Hilton Hotel, Kristal Ballroom, 1st Floor, West Wing, No. 2,
Jalan Barat, 46200 Petaling Jaa, Selangor Darul Ehsan on 26 September 2012 at 10.00 am or at an adjournment thereo,
on the ollowing resolutions reerred to in the Notice o the Second Annual General Meeting b indicating an “X” in the
space provided below:-
Item Agenda
1. To receive the Audited Financial Report or the inancial ear ended
31 March 2012 and the Reports o Directors and Auditors thereon.
Ordinary Resolutions Resolution FOR AGAINST
2. To approve Directors' ees or the inancial ear ended 31 March 2012. 1
3.1 To re-elect Mr Roushan Arumugam who retires as a Director o the Compan
pursuant to Article 101 o the Compan’s Articles o Association.
2
3.2 To re-elect Mr Ta Chin Kwang who retires as a Director o the Compan
pursuant to Article 101 o the Compan’s Articles o Association.
3
4.1 To re-elect En Zainol Izzet Bin Mohamed Ishak who retires as a Director o
the Compan pursuant to Article 123 o the Compan’s Articles o Association.
4
5. To appoint Messrs. PricewaterhouseCoopers as Auditors or the Compan in
place o the retiring Auditors, Messrs. Crowe Horwath and to authorise the
Directors to ix their remuneration.
5
6. Authorit to Allot and Issue Shares. 6
Special Resolution Resolution FOR AGAINST
7. Proposed Amendments to the Articles o Association o the Compan. 1
Dated this __________ da o _______________ 2012.
Signature/Common Seal
Number o shares held
Date
For appointment o two proxies, percentage o
shareholdings to be represented b the proxies
No. of shares Percentage
Prox 1 %
Prox 2 %
100 %
CDS Account No.
HIBISCUS PETROLEUm BERHAD(798322-P)
> For Of Proxy
ABOUT
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MANAG
TEAM
PROFIL
MANAG
TEAM
STATEM
CORPO
GOVER
AUDIT
COMM
REPOR
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ON INT
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ADDITIO
COMPL
INFORM
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DIRECT
RESPO
STATEM
FINANC
REPOR
ANALyS
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Please old here to seal
Please old here to seal
Share Registrar
Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valle Cit, Lingkaran Sed Putra
59200 Kuala Lumpur
afx
postage
stamp
Notes:
1. A proxy may but need not be a member and/or a qualified legal practitioner,
an approved company auditor or a person approved by the Registrar of
Companies.
2. To be valid, the Form of Proxy duly completed must be deposited at Level 17,
The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala
Lumpur not less than 48 hours before the time for holding the meeting Provided
That in the event the member(s) duly executes the Form of Proxy but does not
name any proxy, such member(s) shall be deemed to have appointed the
Chairman of the meeting as his/their proxy, Provided Always that the rest of the
Form of Proxy, other than the particulars of the proxy have been duly completed
by the member(s).
3. A member shall be entitled to appoint at least one (1) proxy to attend and vote
at the meeting. Where a member appoints two (2) or more proxies, theappointments shall be invalid unless he specifies the proportions of his holdings
to be represented by each proxy.
4. Where a member is an authorised nominee as defined in the Securities Industry
(Central Depositories) Act, 1991, it may appoint one (1) proxy but not more than
two (2) proxies in respect of each securities account it holds with ordinary
shares of our Company standing to the credit of the said securities account.
5. Where a member of the Company is an exempt authorised nominee which holds
ordinary shares in the Company for multiple beneficial owners in one 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.
6. If the appointor is a corporation, the Form of Proxy must be executed under its
common seal or under the hands of an officer or attorney duly authorised.
7. If the Form of Proxy is signed under the hands of an officer duly authorised, it
should be accompanied by a statement reading “signed as authorised officer
under Authorisation Document which is still in force, no notice of revocation
having been received”. If the Form of Proxy is signed under the attorney duly
appointed under a power of attorney, it should be accompanied by a statement
reading “signed under Power of Attorney which is still in force, no notice of revocation having been received”. A copy of the Authorisation Document or the
Power of Attorney, which should be valid in accordance with the laws of the
jurisdiction in which it was created and is exercised, should be enclosed in the
Form of Proxy.
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HIBISCUS PETROLEUm BERHAD (798322-P)
Head Office:
2nd Floor, Sed Kechik Foundation Building, Jalan Kapas, Bangsar, 59100 Kuala Lumpur, Malasia
Tel: +6 03 2092 1300 Fax: +6 03 2092 1301
www.hibiscuspetroleum.com