BURSA MALAYSIA SECURITIES PUBLICLY REPRIMANDS AND/OR FINES TXCD BERHAD (FORMERLY KNOWN AS AGESON BERHAD) AND FIVE (5) FORMER DIRECTORS

Bursa Malaysia Securities Berhad [Registration No.: 200301033577 (635998-W)] (Bursa Malaysia Securities) has publicly reprimanded TXCD Berhad (TXCD) and five (5) of its former directors for breach of the Bursa Malaysia Securities MAIN Market Listing Requirements (MAIN LR).  In addition, the five (5) former directors were imposed total fines of RM134,200. 

TXCD was publicly reprimanded for breach of paragraph 9.23(1) of the MAIN LR for failing to issue the annual report that included the audited financial statements together with the auditors’ and directors’ report for the 18-month financial period ended 31 December 2022 (AR 2022) on or before 30 April 2023. TXCD only issued the AR 2022 on 31 October 2023, after a delay of 6 months.

TXCD was also required to ensure its Board of Directors (Board) review and assesses the adequacy and competency of the company’s finance and accounting resources and adequacy, comprehensiveness, implementation and effectiveness of the company’s policies and procedures in respect of financial reporting.

Five (5) former directors of TXCD had breached paragraph 16.13(b) of the MAIN LR for permitting TXCD to commit the breach for which the following penalties were imposed on them: -

The finding of breach and imposition of the above penalties on TXCD and the former directors were made pursuant to paragraph 16.19 of the MAIN LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including the materiality of the breach, impact of the breach to TXCD and its shareholders/investors, and the roles, responsibilities, knowledge and conduct of the directors.  

Bursa Malaysia Securities views the breach seriously as timely submission of financial statements is a fundamental obligation of listed companies and is of paramount importance in ensuring an orderly and fair market for securities traded on Bursa Malaysia Securities and to aid informed investment decisions.

BACKGROUND

TXCD’s failure to issue the AR 2022 on or before 30 April 2023 (Due Date) was mainly due to the resignation of its external auditors on 24 February 2023, approximately 2 months before the Due Date which was not entirely beyond the control of TXCD based on the facts and circumstances.

TXCD and the former directors had failed to demonstrate reasonable steps taken to address/resolve the issues with the auditors to ensure timely issuance of the AR 2022 and undertake any/reasonable enquiries on the resignation of its external auditors, which was a key and material event requiring close scrutiny by the Board.

TXCD had approached numerous potential auditors but only managed to appoint the new auditors approximately 4.5 months later on 13 July 2023 with the AR 2022 issued on 31 October 2023 i.e. approximately 3.5 months after the resignation of its former external auditors. The new auditors had expressed a disclaimer of opinion in the audited financial statements and TXCD had triggered the prescribed criteria pursuant to paragraphs 8.04 and 2.1(d) of Practice Note 17 (PN17) and was classified as a PN17 Issuer on 31 October 2023 upon issuance of the AR 2022.