2.59 MB - Asia Brands Berhad

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ASIA BRANDS CORPORATION BERHAD (163155-W)
annual report 2007
Asia Brands Corporation Berhad (163155-W)
Annual Report 2007
Contents
01
Contents
02
Corporate Information
03
Group Structure
05
Directors’ Profile
10
Chairman’s Statement
14
Corporate Governance Statement
20
Other Compliance Information
22
Statement On Internal Control
24
Audit Committee’s Report
27
Statement of Directors’ Responsibilities
29
Financial Statements
93
Analysis of Shareholdings
95
Analysis of Warrant Holdings
97
Notice of Annual General Meeting
101 Statement Accompanying Notice
of Annual General Meeting
102 Share Buy-back Statement
109 Proposed Amendments to the
Articles of Association of the Company
119 Notice of Nomination of Auditors
Proxy Form
01
Annual Report 2007
C o r p o ra te Infor ma tion
Board of Directors
Audit Committee
YBhg Tan Sri Datuk Arshad Bin Ayub (Chairman)
Mr. Ong See Seng (Chairman)
YBhg Dato’ Ng Tiong Seng (Deputy Chairman)
YBhg Dato’ Khor Ah Hua @ Khor Choo Fong
Mr. Ng Chin Huat (Managing Director)
Mr. Harbhajan Singh a/l Ujagar Singh
Mdm. Sia Kim Kiat
YB Dato’ Hj. Tajuddin Bin Abdul Rahman
Mr. Lim Kim Meng
Mr. Ong See Seng
Mr. Harbhajan Singh a/l Ujagar Singh
Mdm. Sia Kim Kiat
Auditors
Ernst & Young
Mr. Lim Kim Meng
Company Secretaries
Registered Office
Ms. Chua Siew Chuan (MAICSA 0777689)
Lot 10449, Jalan Nenas
Ms. Mak Chooi Peng (MAICSA 7017931)
Batu 4½, Kampung Jawa
41000 Klang
Selangor Darul Ehsan
Registrars
Tel:
(603)-5161 8822
Securities Services (Holdings) Sdn. Bhd. (36869-T)
Fax:
(603)-5161 2728
Level 7, Menara Milenium, Jalan Damanlela
Email:
[email protected]
Pusat Bandar Damansara, Damansara Heights
Website:
www.audrey.com.my /
50490 Kuala Lumpur
www.anakku.com
Tel:
(603)-2084 9000
Fax:
(603)-2094 9940
Principal Bankers
CIMB Bank Berhad
Stock Exchange Listing
AmBank Berhad
Second Board of Bursa Malaysia Securities Berhad
RHB Bank Berhad
Name: ASIABRN
Stock Code: 7994
02
Annual Report 2007
G ro up Stru cture
ASIA BRANDS CORPORATION BERHAD (163155-W)
100%
Asia Brands W&D Services Sdn. Bhd.
(formerly known as AIMB Marketing Sdn Bhd)
(266617-P)
100%
AIMB Cottonshop Sdn. Bhd.
(378890-X)
100%
Asia Brands Management Sevices Sdn. Bhd.
(formerly known as Audrey Body Fashion Sdn.Bhd)
(23111-U)
100%
Pelita Hebat Sdn. Bhd.
(380461-T)
100%
Anakku Holdings Sdn. Bhd.
(443156-W)
100%
Asia Brands Assets Management Sdn. Bhd.
(formerly known as Anakku Baby Products Sdn.Bhd.)
(41441-H)
100%
Asia Brands HR Services Sdn. Bhd.
(formerly known as Anakku Baby Connection Sdn. Bhd.)
(252394-M)
100%
Asia Brands Retail Sdn. Bhd.
(formerly known as Anakku LSR Baby Products Sdn. Bhd.)
(127557-H)
100%
Asia Brands Trading Sdn. Bhd.
(formerly known as Generasi Arif (M) Sdn Bhd.)
(251823-V)
100%
Asia Brands Global Sdn. Bhd.
(formerly known as Weltex Knitwear Industries Sdn. Bhd.)
(28583-U)
03
For all
your
experience
of love
Annual Report 2007
D i re ctors’ Pro file
Tan Sri Datuk Arshad Bin Ayub
Non-Independent / Non-Executive Director
Tan Sri Datuk Arshad Bin Ayub, aged 79, Malaysian,
Chairman, Non-Independent Non-Executive Director. He
was appointed to the Board on 30 May 1996. He obtained a
Diploma in Agriculture from College of Agriculture, Malaya,
Serdang, Selangor in 1954 and a Bachelor of Science
(Hons) Degree in Economics and Statistics from University
College of Wales, Aberystwyth, United Kingdom in 1958.
In 1964, he obtained a Postgraduate Diploma in Business
Administration (IMEDE), Lausanne Switzerland. He joined
the Malaysian Civil Service upon his graduation and had a
successful career.
He was the Deputy Controller, Industrial Development
Division of the Ministry of Commerce and Industry (Ministry
of Trade and Industry) from 1961 to 1965. He was the First
Director of Mara Institute of Technology for 10 years from
1965 to 1975, Deputy Governor of Bank Negara Malaysia
from 1975 to 1977, Deputy Director General in the Economic
Planning Unit of the Prime Minister’s Department from 1977
to 1978. He was Secretary General to the Ministry of Primary
Industries (1978), Ministry of Agriculture (1979 to 1981),
Ministry of Land and Regional Development (1981 to 1983).
He also sat on a number of committees at national and
international level. He was a Member of Justice Harun’s
Salaries Commission for Statutory bodies. He sits on the
Board of Directors of several public listed companies. He
is a Chair man of Malayan Flour Mills Berhad, LBI
Capital Berhad and Tomypak Holdings Berhad.
He is a Director of SEG International Berhad,
Greenyield Berhad, Kulim (M) Berhad, KPJ Healthcare
Bhd, Sindora Berhad and Top Glove Corporation Berhad.
He also sits on the Board of Directors of several private and
public companies. He is a Chairman of PFM Capital
Holdings Sdn Bhd, MOCCIS Trading Berhad, Ladang Moccis
Sdn Bhd, Amanah Raya-JMF Asset Management Sdn Bhd,
CSR Building Materials Sdn Bhd and Sato Amoy Sdn Bhd.
He sits as Director of Pelaburan Johor Berhad, Bistari Johor
Berhad, Land Rover (M) Sdn Bhd, Bata (M) Sdn Bhd,
Nakagawa Rubber Industries Sdn Bhd and Zalaraz Sdn
Bhd. He is also a Chairman of Koperasi MOCCIS Berhad.
He currently serves as the President of the
Malaysian Rubber Products Manufactures Association
(MRPMA), Chairman of Malaysian Rubber Export Promotion
Council (MREPC) and a member of Lembaga Getah
Malaysia (LGM). He is the Pro Chancellor of UiTM, Chairman
of University Malaya Board and a member of the Council
of Cooperative College Malaysia. He was a member of the
Council of Kolej Ugama Sultan Zainal Abidin (KUSZA) and
Institute Professional Bailtulmal. He attended five out of five
Board meetings held during the financial year ended 31
March 2007. He is the Chairman of the Remuneration
Committee. He does not have any family relationship with
any director and/or major shareholder of the Company. He
has no conflict of interest in any business arrangement
involving the Company and has had no convictions for any
offences within the past 10 years.
05
Annual Report 2007
D i re c t ors’ Pro file (cont’d)
Dato’ Ng Tiong Seng
Dato’ Ng Tiong Seng, aged 74, Malaysian,
Deputy Chairman, Non-Independent Non-Executive
Director. He has been on the Board since its inception. He
is one of the founding members of the Company. He is a
Klang based industrialist and philanthropist. He has more
than 40 years of experience in the manufacturing and
trading lines, primarily in footwear, rubber and plastic
products. His involvement in the ladies’ undergarments
industry spans a period of over 10 years. He also sits on
the Board of Directors of several private companies and of
LBI Capital Bhd, a company listed on the Second Board of
the Bursa Securities.
H e i s re s p o n s i b l e f o r t h e o v e r a l l b u s i n e s s
development and formulation of the Group’s strategic
plans and policies. He attended five out of five Board
meetings held during the financial year ended 31 March
2007 and is a member of the Remuneration Committee. He
is the father to Ng Chin Huat and father-in-law to
Sia Kim Kiat, all of whom are also Directors of the Company.
He does not have any conflict of interest in any business
arrangement involving the Company and has no convictions
for any offences within the past 10 years.
06
Ng Chin Huat
Non-Independent / Managing Director
Ng Chin Huat, aged 37, Malaysian, Non-Independent
Managing Director. He was appointed to the Board on
4 January 1999 and was promoted to Managing Director
on 15 February 2002. He holds a degree in Actuarial Science
conferred by the University of Melbourne, Australia. Upon
graduation, he was trained as an Actuary in Prudential
Singapore for 2 years. Thereafter, he moved into the stockbroking industry in 1993, gaining employment with HLG
Securities, Malaysia.
He was with the Company for 5 years prior to his attachment to his current position. He attended all five Board
meetings held during the financial year ended 31 March
2007. He is a son of Dato’ Ng Tiong Seng and brother-inlaw of Sia Kim Kiat, all of whom are also Directors of the
Company. He does not have any conflict of interest in any
business arrangement involving the Company and has no
convictions for any offences within the past 10 years.
Annual Report 2007
Sia Kim Kiat
Sia Kim Kiat, aged 42, Malaysian, Non-Independent
Non-Executive Director. She was appointed to the Board on
9 May 1995 and redesignated her position from Executive
Director to Non-Executive Director on 21 May 2003. She
graduated from the University of New South Wales with a
Bachelor Degree in Commerce, majoring in Accountancy in
1989. She started her career as a Management Consultant
with Ernst & Young, an international public accounting
firm, from 1990 to 1991 and then as an Audit Assistant as
well as a Tax Consultant with Deloitte & Touche, also a
public accounting firm, from 1991 to 1993.
She was with Pokka Corporation (S) Limited, a public
listed company incorporated in Singapore which involved
in the manufacturing and trading of packet drinks, as an
Accountant from 1994 to 1995. She attended five out of five
Board meetings held during the financial year ended
31 March 2007 and is a member of the Audit Committee
and Nomination Committee. She is the daughter-in-law of
Dato’ Ng Tiong Seng and sister-in-law of Ng Chin Huat, all
of whom are also Directors of the Company. She does not
have any conflict of interest in any business arrangement
involving the Company and has no convictions for any
Harbhajan Singh a/l Ujagar Singh
Harbhajan Singh a/l Ujagar Singh, aged 54,
Malaysian, Non-Independent Non-Executive Director. He
was appointed to the Board on 12 March 2003. He is a
fellow member of the Association of Chartered Certified
Accountants, a member of the Malaysian Institute of
Accountants and a fellow member of the Malaysian
Institute of Taxation. He has served various positions in two
audit firms located in London from 1977 to 1981. Since
joining Perbadanan Kemajuan Negeri Perak (PKNP) on 1
September 1981, he has held various posts relating
to accounting, treasury, taxation, corporate restructuring
and business advisory with regard to the business
activities of PKNP and its companies.
He is currently the Corporate Finance Director of
PKNP. He is also under job enlargement to Perak
Corporation Berhad (PCB) as the Group Chief Financial
Officer, a post held since September 1997. He holds
directorships in a number of companies under the PCB
Group and the Integrax Berhad Group. He attended all five
March 2007 and is a member of the Audit Committee. He
does not have any family relationship with any Director and/
or major shareholder of the Company, nor any conflict of
interest in any business arrangement involving the
Company. He has no convictions for any offences within
the past 10 years.
07
Annual Report 2007
Ong See Seng
Independent / Non-Executive Director
Ong See Seng, aged 68, Malaysian, Independent
Non-Executive Director. He was appointed to the Board on
30 May 1996. He obtained a Bachelor of Law Degree from
the University of Singapore in 1965 and was admitted as
an Advocate & Solicitor High Court, Malaya in 1965 and
Supreme Court, Singapore in 1979. He practiced as an Advocate
and Solicitor before his appointment as Judicial Commissioner
in 1989 and subsequently as High Court Judge in 1991. He
retired as a High Court Judge in 1995.
He attended all five Board meetings held during the
financial year ended 31 March 2007. He is currently the
Chair man of the Audit Committee and Nomination
Committee and also serves as a member of the Remuneration
Committee. He does not have any family relationship with
any Director and/or major shareholder of the Company, nor
any conflict of interest in any business arrangement
involving the Company. He has no convictions for any
08
Dato’ Khor Ah Hua
Dato’ Khor Ah Hua aged 59, Malaysian, Independent
28 May 2002. He completed the Management Development
Programme at the Asia Institute of Management Philippines
and Senior Management Development Programme of
Harvard Business School. He joined Med-Bumikar MARA
Sdn. Bhd. as a Manager of the company’s agricultural
machinery division from 1980 to 1983. He later joined
Daihatsu (Malaysia) Sdn. Bhd., the sole distributor of
Daihatsu Motor vehicles in Malaysia from 1983 to 1999. He
was promoted from Sales Manager to General Manager
and Executive Director of the company.
He is presently on the Board of Federal Auto Holding
Bhd and Hino Motors (Malaysia) Sdn. Bhd. as well as
several private companies. He attended four out of five
March 2007 and is a member of the Audit Committee. He
does not have any family relationship with any Director
and/or major shareholder of the Company, nor any
conflict of interest in any business arrangement involving
the Company. He has no convictions for any offences
within the past 10 years.
Annual Report 2007
Lim Kim Meng
Lim Kim Meng, aged 36, Malaysian, Independent
15 January 2002. He graduated with a Second Class
Honours Bachelor of Law Degree from the University of
London and completed his certificate of legal practice in
1994. He is the Managing Partner at Kamil Hashim Pury &
Lim, Advocates & Solicitors. His professional experiences
include being a member of the Malaysia Financial Markets
Association, holding the position of licensed foreign
exchange and money market dealer at Southern Bank Berhad
(1994-1997) and Institutional Sales Dealer and Licensed
KLSE Equities Dealer with HLG Securities (1997-1998).
He attended all five Board meetings held during the
financial year ended 31 March 2007 and is a member of the
Audit Committee and Nomination Committee. He does not
have any family relationship with any Director and/or major
shareholder of the Company, nor any conflict of interest in
any business arrangement involving the Company. He has no
convictions for any offences within the past 10 years.
YB Dato’ Hj. Tajuddin bin Abdul Rahman
YB Dato’ Hj. Tajuddin bin Abdul Rahman, aged 59,
Malaysian, Non-Independent Non-Executive Director. He
was appointed to the Board on 26 July 2006. He graduated
from University of Malaya with a Bachelor Degree in
Economic (Hons). He started his career at Public Services
Department in 1973. Thereafter, he joined Cycle & Carriage
Sdn. Bhd. as a Marketing and Sales Manager from 1974
to 1977. From 1977 to 1981, he was General Manager at
United Assembly Sdn. Bhd. He was with Automobile
Corporation (M) Sdn. Bhd. and United Straits Fuso Sdn.
Bhd as Group Managing Director from 1979 to 1982.
He is currently managing his family business and
has certain political positions in UMNO and also Perak
State Assemblyman for Kampung Gajah. He attended two
of the five Board meetings held during the financial year
ended 31 March 2007 due to his recent appointment to the
Board. He does not have any family relationship with any
Director and/or major shareholder of the company nor any
conflict of interest in any business arrangement involving the
Company. He has no convictions for any offences within
the past 10 years.
09
Annual Report 2007
C h a i r man Statement
Warmest greetings from the Chairman’s desk. On behalf of the Board of Directors, I am
pleased to present this Annual Report and Audited Financial Statements of Asia Brands
Corporation Berhad.
Market Trend and Development
The intense competitive environment in the
retail industry remained during the period under review,
just like any other major industries in Malaysia faced.
The challenging environment contributed by
aggressive competitors coupled with threats from
new entrants failed to impair the financial performance of
Asia Brands Corporation Berhad, as the Group
continued to demonstrate its resilience against all
external factors and challenges. The Group’s financial
performance has grown both in revenue and profit for
the financial year ended 31 March 2007. The
major leap of initiating a change in corporate identity
to Asia Brands has indeed brought new opportunities
to the Group as it ventures into Asia.
With the Group’s new branding identity, Asia
Brands Corporation Berhad continued to emphasize
on and enjoy its strength of reputation and teaming
with this, the loyalty of customers to its brands.
The Group refurbished the chain of Anakku and
Audrey outlets in order to improve and update store
visual images. The strong focus on customer satisfaction
was a resultant in the growth of the Group’s customer
loyalty card programme to 120,000 members as at
to-date.
10
Strategising hand-in-hand with customer
satisfaction was the Group’s continuous efforts to
upgrade its product quality. The focus on continued
improvement in quality together with expansion of
product range like Anakku Junior, Family Essential
and Disney Baby, have also brought about positive
results in the Group’s financial performance.
For the financial year under review, the Group
continued to enjoy its achievement in increased revenue
and profit. The turnover for the 12 months ended 31
March 2007 was RM 151.0 million as compared to RM
173.1 million in the preceding 15 months period ended
31 March 2006. The Group posted a profit before tax
(PBT) of RM 11.4 million for the 12 months ended 31
March 2007, an increase from RM 8.8 million in the
preceding 15 months period ended 31 March 2006.
This increase correspondingly brought about a
remarkable growth in earnings per share (EPS) to
22.52 sen in the current financial period as compared
to 17.12 sen in the previous financial period.
Annual Report 2007
Chai r m an S t at em e n t (cont’d)
The improved profitability of the Group during
this financial period was mainly attributed to
improved operational efficiencies derived from the
effective utilization of resources in addition to better
control of expenditure coupled with increased sales.
The higher sales were primarily due to successful
implementation of effective and aggressive marketing
strategies.
Dividends
The Board of Directors did not recommend any
dividend for the financial year ended 31 March 2007.
Funds are set aside for future investments and business
growth.
Acknowledgement
On behalf of the Board, I wish to express
our profound gratitude to all of our shareholders,
customers, business associates and employees for
the confidence you have in Asia Brands Corporation
Berhad. We look forward to your continuing support
as we forge ahead to become stronger in achieving
greater success. To our dedicated team of management,
a genuine thank you. Specific debts go to our staff for
their dedication and commitment for the year. Last
but not least, my utmost appreciation to my fellow board
members for their guidance, commitment, contributions
and unwavering support to the Group.
Future Prospects
The prospects of the Group remained promising
for both local market as well as export markets in the
neighbouring countries such as Vietnam, Philippines
and India. However, uncertainties like rising oil prices,
interest rate hikes and regional and global economic
conditions may pose threats to the markets.
11
P a s t Events
1
5
4
2
3
1 Cultural Night Celebration at Bukit Tinggi.
4 A parting memory for all - Asia Brands Touch a
Home campaign.
2 Kids from Santa Jerome Home and Home of
Samaritha waiting patiently for Santa Clause to
appear.
3 Asia Brands re-visited kids at Samaritha
during Chinese New Year to share some festive joy.
12
5 Our brand presence is felt through our on ground
activities - Detik-Detik Mesra Anakku.
P a s t Eve nts (cont’d)
6 Asia Brands celebrates
Deeparaya 2007.
7 Team building exercise Together we can do it.
8 Asia Brands BOLEH..........
9 Back to the good old days
of being a student again.
6
10 Let’s reach for greater
heights. There must be a
way to work this out.
7
8
10
9
13
Annual Report 2007
C o r p o ra te Gover nance Statement
The Board of Directors recognises its responsibility in ensuring proper corporate governance within the
Group with the aim of enhancing shareholders’ value and the financial performance of the Group. The Board
is therefore pleased to present this Statement of Corporate Governance which applies the principles and
best practices as set out in Part 1 and Part 2 of the Malaysian Code of Corporate Governance.
1.
BOARD OF DIRECTORS
The Group is led and managed by a Board of Directors comprising members with diverse back
grounds and vast experience in business, commercial, finance and legal sectors. The wide range of
skills and experience of the Directors give added strength to the leadership, thus enabling the Board
to manage the Company in a dynamic and active manner. The profiles of the respective Directors are
presented on pages 5 to 9 of this Annual Report.
1.1
The Board
The Board is responsible for the overall operations, management and corporate affairs of the Group,
whose responsibilities include setting its strategic direction and succession plans, overseeing the
conduct of the Group’s businesses to ensure proper alignment of the Group’s operations to the
direction set, apart from ensuring that all statutory compliance is observed and an adequate system of
internal control is in place.
The Board currently has nine members comprising one Executive Director and eight Non-Executive
Directors, three of whom are independent.
The positions of the Chairman and the Managing Director are held by two individuals. There is a clear
division of responsibilities between the Chairman and the Managing Director, which will ensure a
balance of power and authority. The Chairman is responsible for the conduct and working of the Board,
whereas the Managing Director is solely responsible for the efficient running of the business and
implementation of the policies and strategies adopted by the Board.
No individual or group of individuals dominate the Board’s decision making. Although there is a
significant shareholder, the Board has ensured that the investment of the remaining shareholders is
fairly reflected through Board representation.
One-third of the Board comprises Independent Non-Executive Directors since the Company
recognizes the contribution of Independent Non-Executive Directors as equal Board members to
the development of the Company’s strategy, the importance of representing the interests of public
shareholders and providing a balance and independent view of the Board. The Independent Directors
are independent of the management and substantial shareholders. As such, they provide independent
views and judgement based on their respective professional backgrounds, which contribute to sound
management and which would also serve to safeguard the interests of the minority shareholders.
The Board has identified Mr. Ong See Seng as the Senior Independent Non-Executive Director, to
whom concerns may be conveyed.
14
Annual Report 2007
C o r p o r a te Gover n ance Statement (cont’d)
1.2
The Board Committees
The following committees have been established to assist the Board in discharging its duties and
responsibilities within clearly defined terms of reference.
1.3
Committee
Membership
Audit Committee
Full details are disclosed in Pages 24 to 26
Remuneration Committee
Tan Sri Datuk Arshad Bin Ayub (Chairman)
Dato’ Ng Tiong Seng (Member)
Ong See Seng (Member)
Nomination Committee
Ong See Seng (Chairman)
Lim Kim Meng (Member)
Sia Kim Kiat (Member)
Board Procedures/Board Meetings
The Board resolves and approves the Group’s strategic and business issues either at Board
meetings or via circular resolutions. Where approvals are sought via circular resolutions, the
Directors are furnished with the required information to facilitate their deliberation and decision
making.
The Board meets at least 4 times in a year and every meeting will be preceded by a notice for the
convening of such a meeting issued to the Directors at least 14 days before the said meeting.
Additional meetings will be held as and when the Board deems it necessary.
Accompanying the notice will be the agenda of the issues to be discussed and approved, together
with the relevant supporting documentation. Such notice and agenda will be issued by the Company
Secretaries. Minutes will be recorded by the Company Secretaries during each meeting and signed
by the Chairman of the meeting in accordance with the provision of Section 156 of the Companies
Act, 1965.
All Directors have full access to the advice of the senior management, the Executive Directors, the
advice and services of the Company Secretaries and other professionals to clarify any matters
arising at the Company’s expense.
The Company Secretaries regularly updates and advises the Board on new statutory and regulatory
requirements, assisting the Board to discharge its duties and responsibilities apart from ensuring
compliance with Companies Act 1965, the Listing Requirements of Bursa Malaysia Securities
Berhad and any other regulatory requirements.
15
Annual Report 2007
C o r p o rate Gover n ance Statement (cont’d)
There were five Board meetings held during the financial year ended 31 March 2007 and attendance at the
meetings is as follows:Directors
Meeting Attendance in 2006/2007
Executive Director
Ng Chin Huat
5/5
Non-Executive Directors
YBhg Tan Sri Datuk Arshad Bin Ayub
YBhg Dato’ Ng Tiong Seng
Ong See Seng
YBhg Dato’ Khor Ah Hua
@ Khor Choo Fong
(appointed on 26 July 2006)
Sia Kim Kiat
Lim Kim Meng
1.4
5/5
5/5
5/5
4/5
2/3
5/5
5/5
5/5
Re-election of Directors/appointments to the Board
The Nomination Committee consists of three non-executive directors, two of whom are independent,
with the responsibility of annually review the required mix of skills and experience and other qualities
including the contribution that each individual Director should bring to the Board.
Proposed new appointments to the Board, if any, will be deliberated by the Board based upon
a formal report prepared by the Nomination Committee on the necessity for and qualification and
experience of the proposed directors.
In accordance with the Company’s Articles of Association, one third (1/3) of the Directors or the
number nearest one third (1/3) shall retire from office at every annual general meeting. The Articles
of Association further provide that all Directors shall retire from office at least once in every three
years but shall be eligible for re-election.
Pursuant to Section 129(2) of the Companies Act, 1965, Directors who are over the age of seventy
(70) years shall retire at every annual general meeting and may, by a resolution, be reappointed as
a director to hold office until the next annual general meeting.
The Nomination Committee met once during the financial year ended 31 March 2007.
16
Annual Report 2007
1.5
Directors’ Training
All Directors have attended and successfully completed the Mandatory Accredition Programme
(MAP) as prescribed by Bursa Malaysia Securities Berhad. All Directors have also achieved the
required Continuing Education Programme (“CEP”) points and have attended trainings for purposes
of meeting the requirement of paragraph 15.09 of the Listings Requirements of Bursa Malaysia
Securities Berhad.
All the Directors will attend further training programmes from time to time to keep abreast with the
relevant changes and development in laws and regulations as well as the business development.
2.
DIRECTORS’ REMUNERATION
The Remuneration Committee consists of three non-executive directors, one of whom is independent,
with the responsibility of annually review the remuneration of all the Directors through a formal and
transparent procedure before the same is presented to the Board for approval. In the case of
Executive Director, the component parts of remuneration are structured so as to link rewards to
corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration
is linked to their experience and level of responsibilities undertaken by the particular Non-Executive
Director concerned.
The Non-Executive Directors abstain from discussion of their own remuneration packages.
Directors’ fees are approved by the shareholders at the Annual General Meeting.
The Remuneration Committee met once during the financial year ended 31 March 2007.
The remuneration of the Directors in the financial year ended 31 March 2007 is as follows:-
Fees
RM
Executive Directors
Salaries & Other Emoluments
RM
-
1,003,320*
229,000*
-
229,000
1,003,320
Total
RM
1,003,320
229,000
1,232,320
* Includes directors who resigned during the financial year.
Band of Categories
Below RM50,000
RM50,001 – RM100,000
RM300,001 – RM350,000
RM500,001 – RM1,000,000
Executive Directors
1*
1
7*
2
-
* Includes directors who resigned during the financial year.
17
Annual Report 2007
3.
RELATIONSHIP WITH SHAREHOLDERS
The Board maintains an effective communication policy that enables both the Board and the
Management to communicate effectively with its shareholders, stakeholders and the public. The policy
effectively interprets the operations of the Group to the shareholders and accommodates feedback
from shareholders, which are considered in the Group’s business decision.
The Board communicates information on the operations, activities and performance of the Group to
the shareholders, stakeholders and the public through the following:(i)
the Annual Report, which contains the financial and operational review of the Group’s business,
corporate information, financial statements, and information on the Audit Committee and Board of
Directors;
(ii) the general meeting which provides opportunities and avenue for direct interaction between
Directors and shareholders; and
(iii) announcements made to Bursa Malaysia Securities Berhad, among which include announcements of the Group’s quarterly financial results and other corporate matters.
The Annual General Meeting serves as an important means and channel for communication with
shareholders. Notice of the Annual General Meeting and Annual Reports are sent to shareholders
at least twenty-one (21) days prior to the meeting. Each item of special businesses included in the
notice of meeting is accompanied by an explanatory statement on the effects of the proposed
resolution.
The Directors are prepared to respond to all queries and undertake to provide sufficient clarification
on issues and concerns raised by the shareholders. The external auditors are also present to provide
their professional and independent clarification on queries raised by the shareholders. Status of all
resolutions proposed at general meetings are announced to Bursa Malaysia Securities Berhad at the
end of the meeting day. Proceedings of the meetings are properly minuted.
4.
ACCOUNTABILITY AND AUDIT
The Board recognises the importance of accountability and proper internal controls toward
maintaining good corporate governance in order to safeguard shareholders’ investment, and the
assets of the Group.
18
Annual Report 2007
4.1
Financial Reporting
The Board aims to present a balanced and understandable assessment of the Group’s position and
prospect through the annual financial statements and quarterly announcements of the financial
results to Bursa Malaysia Securities Berhad.
4.2
Internal Control
The Directors acknowledge their responsibility in maintaining a sound system of internal controls
to safeguard shareholders’ investments and the Group’s assets. The internal control system covers
not only financial controls but operational and compliance controls and risk management.
The internal control system is designed to enable the Board to identify and manage the risk of failure to
achieve business objectives. The internal control system is designed to provide reasonable but not
absolute assurance against material misstatement and losses. The Group is continuously looking into
the adequacy and integrity of its systems of internal control.
The Group’s overall internal control systems is set out in the Statement on Internal Control on pages
22 to 23.
4.3
Audit Committee
The activities carried out by the Audit Committee during the financial year are set out in the Audit
Committee’s Report on pages 24 to 26.
4.4
Relationship with the External Auditors
Through its Audit Committee, the Company has always maintained a close and transparent
relationship with its external auditors in seeking professional advice and ensuring compliance with
the accounting standards in Malaysia.
The Audit Committee meets with the Group’s external auditors annually to review the scope and
adequacy of the audit process, the annual audited financial statements and their audit findings.
19
Annual Report 2007
O t h e r Compliance Infor mation
The following information is provided in compliance with the Listing Requirements of Bursa Malaysia
Securities Berhad.
1.
Utilisation of proceeds from share issues
The Company did not undertake any corporate proposal to raise proceeds during the financial year
ended 31 March 2007.
2.
Material Contracts Involving Directors and Substantial Shareholders
There were no material contracts entered into by the Company and its subsidiary companies which
involved directors’ and major shareholders’ interests subsisting at the end of the financial year ended
31 March 2007 or entered into since the end of the previous financial year.
3.
Share Buy Back
During the financial year ended 31 March 2007, there was no share buy-back by the Company.
4
Options, Warrants or Convertible Securities
There were no options, warrants or convertible securities being exercised during the financial year
5.
American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme
The Company does not have any ADR or GDR programme in place.
6.
Imposition of Sanctions and/or Penalties
There were neither sanctions nor penalties imposed on the Company, its subsidiary companies,
directors or management being a party to subsist by the regulatory bodies during the financial year
7.
Non-audit Fees
Non-audit fees payable to the external auditors by the Group for the financial year ended 31 March
2007 are RM 5,000 (2006: RM5,000).
8.
Variations in Results
There were no variations of 10% or more between the audited results and the unaudited results of
the Group for the financial year ended 31 March 2007. Neither there is any variation of 10% or more
between the audited results and the profit estimates, forecasts, and projections.
9.
Profit Guarantees
There were no profit guarantees granted/extended in favour of third parties in connection with the
Company’s corporate exercises or arrangements during the financial year ended 31 March 2007.
20
Annual Report 2007
O t h e r C o mpliance Infor mation (cont’d)
10.
Recurrent Related Party Transactions of Revenue Nature
There were no Recurrent Related Party Transactions of a Revenue Nature conducted in the financial
year ended 31 March 2007.
11.
List of Properties
Description/
Land Area/
Location
Lot 10449
Mukim and
District of
Klang#
+
Build Up
Area
Land,
warehouse,
office, staff
hostel
(10.012 acres)
Existing Use
Tenure
Age of
Building
Land,
warehouse,
office, staff
hostel
Freehold
10 years
Net Book
Value+ of
Properties
RM11,278,845
Net book value as at 31 March 2007
# Held under Pelita Hebat Sdn. Bhd., a wholly owned subsidiary of Asia Brands Corporation Berhad
12.
Statement of Revaluation Policy
The Group does not adopt any revaluation policy on the landed property.
21
Annual Report 2007
S t a t e ment On Inter n al Control
Responsibility
The Board is responsible in maintaining a sound system of internal control and reviewing its effectiveness,
adequacy and integrity of these systems, whilst the management assists the Board in implementing of the
policies on risk and control.
In view of inherent limitation in any system of internal control, the Group’s internal controls system is a
concerted and continuing process, designed to reduce rather than eliminate the risk of failure in achieving the
business objectives. In pursuing these objectives, internal controls can only provide reasonable assurance
but not absolute assurance against material misstatement or loss.
Key Processes
The ongoing process for identifying, evaluating and managing significant risks had been properly in place for
the financial year under review and up to the date of approval of the annual report and the financial
statements.
The processes is adequately reviewed and accords with the requirements outlined in the Statement of
Internal Control: Guidance for Directors of Public Listed Companies issued by Bursa Malaysia Securities
Berhad’s Task Force on Internal Control.
Internal Audit Function
The Group had outsourced the function of internal audit to an independent internal auditor whose primary
responsibility is to assist the Audit Committee and the Board of Directors in discharging their responsibilities
by providing an independent, objective assurance and advisory services that add value and improve the
internal control system and operations by:
•
•
•
•
•
ensuring existence of processes to monitor the effectiveness and efficiency of operations and the
achievement of business objectives;
ensuring adequacy and effectiveness of internal control systems for safeguarding of assets,
providing consistent, accurate financial and operational data;
promoting risk awareness and the value and nature of an effective internal control system;
ensuring compliance with laws, regulations, corporate policies and procedures; and
assisting management in accomplishing its objectives by adopting a systematic and disciplined
audit approach to evaluating and improving the effectiveness of risk management, control and
governance processes within the companies’ operations.
The internal audit function focused on high priority activities determined by risk assessment and in
accordance with the annual audit planning memorandum approved by the Audit Committee. Please refer to
the Audit Committee Report as set out on pages 24 to 26.
Internal Control System
The Board is committed to ensure that a proper and conducive control environment is maintained within the
Group to govern the manner in which the Group and its employees conduct themselves. The key elements
of the internal control system are as follow:
•
Clear definition of the functions and responsibilities of the various committees, including that of Audit
Committee, Nomination Committee, and Remuneration Committees.
•
The Group has a well defined organizational structure with a clear line of accountability and control
procedures. Authorization levels, control procedures and duties are well communicated throughout
the Group.
22
Annual Report 2007
S t a t e m ent On Inter n al Control (cont’d)
•
Authorization procedures and delegated authority levels for major capital expenditure, acquisition
and disposal of asset, execution of agreements and other significant transaction are clearly defined.
•
The authorities of the Directors for the key treasury matters, includes equity and loan financing,
interest rates, cheque signatories, and opening of bank accounts.
•
The Managing Director meet with all divisional heads on monthly basis to consider the Group’s
financial performance such as monthly management accounts and cash flow planning, business
development, management and operational matter;
•
Regular internal audit visits and other specific assignments, if needed , are assigned by the
Audit Committee and/or Board who monitors compliance with procedures and assesses the integrity
of financial information provided;
•
Audit Committee holds regular meetings with management on the actions taken on internal control
issues identified through reports prepared by the internal auditors, external auditors and/or management.
•
The preparation of quarterly and yearly financial results; and key business indicators, such as
announced or otherwise published to shareholders.
•
Training and development programs are identified and scheduled for employees to acquire the
necessary knowledge and competency to meet the management’s expectations.
CONCLUSION
There are no material losses incurred during the financial year resulted from weaknesses in internal
control. The management will continue to take adequate measures to strengthen the control environment
in which the Group operates.
Statement made in accordance with the resolution of the Board of Directors dated 25 July 2007.
23
Annual Report 2007
A u d i t Co mmittee’s Repor t
The Audit Committee is primarily responsible in overseeing the Group’s financial reporting, risk management
and internal control system and its terms of reference are as follows:
1.1
Composition of the Audit Committee / Membership
The Audit Committee is appointed by the Board of Directors amongst its members (who are not
alternate directors) and consists of five members, of whom majority are Independent Directors. The
Committee includes two members who are members of the Malaysian Institute of Accountants. In
the event of any vacancy in the Audit Committee resulting in the non-compliance of the Listing
Requirements of Bursa Malaysia Securities Berhad, the Board shall appoint a new member within
three months from the date of the said vacancy.
The present members of the Audit Committee of the Company are:
i.
ii.
iii.
iv.
v.
1.2
Ong See Seng (Independent Non-Executive Director; Chairman)
Dato’ Khor Ah Hua @ Khor Choo Fong (Independent Non-Executive Director)
Harbhajan Singh a/l Ujagar Singh (Non-Independent Non-Executive Director)
Sia Kim Kiat (Non-Independent Non-Executive Director)
Lim Kim Meng (Independent Non-Executive Director)
Meeting and Quorum of the Audit Committee
The quorum of the Audit Committee is at least two members and the majority of whom must be
Independent Directors. The Company Secretary is the Secretary of the Audit Committee.
The Audit Committee meets at least once every quarter. Additional meetings are held as and when
circumstances so require. The Audit Committee meeting is normally held just before the Board
meeting to ensure that all critical issues addressed are brought to the attention of the Board on an
immediate basis.
Board members (outside of the Audit Committee) may attend such meetings upon the invitation of
the Audit Committee. The Audit Committee may also invite to its meetings, management staff and/or
representatives from the internal and external auditors, when it deems necessary, to discuss certain
issues. However, at least once a year the Committee meets with the external auditors without any
Executive Board member present.
1.3.
Duties and Responsibilities of the Audit Committee
The duties and responsibilities of the Audit Committee include the following: (i)
To recommend to the Board the appointment and reappointment of the external auditors,
the audit fee and any question of their resignation or dismissal.
(ii) To discuss with the external auditors before the audit commences, the audit plan and
subsequent to the completion of the audit, their evaluation of the Group’s system of internal controls,
their audit report, management letter and the level of assistance given by the employees
of the Group to them.
24
Annual Report 2007
A u d i t Co mmittee’s R epor t (cont’d)
(iii) To review the quarterly and year-end financial statements prior to the submission to the Board for
approval, focusing particularly on:
· Any changes in the Group’s accounting policies and practices;
· Significant and unusual events; and
· Compliance with accounting standards and other legal requirements.
(iv) To receive and review the internal audit report from the internal auditors, evaluating the
adequacy of the scope and work performed, via the Internal Audit programmes which outline the
approach and processes, in ensuring that an adequate system of internal controls is in place to
safeguard the Group’s assets and shareholders’ investments.
(v) To review any related party transaction and conflict of interest situation that may arise within the
Group, and any transaction procedure or course of conduct that raises questions of
management integrity.
1.4
Rights of the Audit Committee
The following rights have been bestowed upon the Audit Committee by the Board to enable it to
effectively perform its duties. The Audit Committee has:(i)
(ii)
(iii)
(iv)
(v)
(vi)
1.5
the authority to investigate any matter within its terms of reference;
the available resources which are required to perform its duties;
full and unrestricted access to any information pertaining to the Group;
direct communication channels with the external and internal auditors;
access to the procurement of independent professional or other advice; and
the prerogative to convene meetings with the external auditors, without the presence of the
executive members of the committee, whenever it deems necessary or upon the request of the
external auditors.
Attendance at Audit Committee Meetings
The attendance of Audit Committee members in the Audit Committee meetings of the Company held
during the financial year ended 31 March 2007 is as follows:-
Directors
Ong See Seng
Dato’ Khor Ah Hua @ Khor Choo Fong
Sia Kim Kiat
Lim Kim Meng
Meetings Attendance
in 2006/2007
5/5
4/5
5/5
5/5
5/5
25
Annual Report 2007
A u d i t Committee’s Repor t (cont’d)
1.6
Activities Undertaken by Audit Committee
The activities of the Audit Committee during the financial year ended 31 March 2007 were as follows:(i)
(ii)
(iii)
(iv)
(v)
1.7
reviewed the Group’s annual audited financial statements presented by the external auditors
and recommended the same to the Board for approval;
reviewed the announcements on quarterly financial results;
assessed the performance and proposed fees of the external auditors;
reviewed the audit plan, nature and scope of work with the external auditors; and
reviewed the internal audit report with the internal auditors, evaluating the adequacy of the
approach and work performed via the Internal Audit programmes and results thereon.
Employee Share Option Scheme (ESOS)
The ESOS of the Company has expired on 10 January 2007. There has been no allocation of share
options during the financial year prior to the expiry.
1.8
Internal Audit Function
The Internal Auditors meet with the Audit Committee periodically to present their reports and to
discuss their findings and the adequacy of the internal control system of the Group. These reports,
once satisfactorily reviewed by the Audit Committee, will then be presented to the Board.
Details of the activities of the Internal Auditors are set out in the Statement On Internal Control on
pages 22 to 23.
26
Annual Report 2007
S t a t e m ent Of Dire ctor’s Responsibilities
i n re spe ct of A nnual A udi te d F in a n c ia l S t a t e m e n t s
The Directors are responsible for ensuring that the annual audited financial statements of the Group and of
the Company for each financial year are drawn up in accordance with the requirements of the applicable
Financial Reporting Standards (FRS) in Malaysia, the provisions of the Companies Act, 1965 and the Listing
Requirements of Bursa Malaysia Securities Berhad, so as to give a true and fair view of the state of affairs
of the Group and of the Company and of the results and cash flows of the Group and of the Company for the
financial year then ended.
In preparing the annual audited financial statements, the Directors have:• applied the appropriate and relevant accounting policies on a consistent basis;
• ensured that applicable FRS have been complied with;
• made judgements and estimates that are reasonable and prudent; and
• prepared the financial statements on a going concern basis.
The Directors are responsible for ensuring that proper accounting and other statutory records are kept in
compliance with the provisions of the Companies Act, 1965, so as to disclose with reasonable accuracy for the
financial and corporate position of the Group and of the Company at any time.
The Directors are also responsible for taking reasonable steps to safeguard the assets of the Group and of the
Company and to prevent and detect fraud and other irregularities.
27
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Annual Report 2007
30
Directors’ Report
36
Statement by Directors
36
Statutory Declaration
37
Report of Auditors’
38
Income Statements
39
Balance Sheets
42
Statement of Changes in Equity
43
Cash Flow Statements
46
Notes to the Financial Statements
29
Annual Report 2007
DIR E CT ORS’ REPORT
The directors have pleasure in presenting their report together with the audited financial statements of the
Group and of the Company for the year ended 31 March 2007.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services to its
subsidiaries.
The principal activities of the subsidiaries are set out in Note 14 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group
RM
Profit after taxation
Company
RM
11,421,259
2,230,259
There were no material transfers to or from reserves or provisions during the financial year other than as
disclosed in the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the
financial year were not substantially affected by any item, transaction or event of a material and unusual
nature other than the effects arising from changes in estimates where the residual values and the estimated
useful lives of certain equipment and renovation were revised resulting in a decrease in the Group’s profit for
the year by RM2,653,859 as disclosed in Note 2.5 to the financial statements.
DIVIDEND
The amount of dividend paid by the Company since 31 March 2006 was as follows:
In respect of the financial year ended 31 March 2006
as reported in the directors’ report of that year:
Final dividend of 5% less 28% taxation, on 50,706,267 ordinary shares,
declared on 26 September 2006 and paid on 18 October 2006.
The directors do not recommend the payment of any final dividend for the current financial year.
30
RM
1,825,427
Annual Report 2007
DIR E CTORS’ REPORT
DIRECTORS
The names of the directors of the Company in office since the date of the last report and at the date of this
report are:
YBhg Tan Sri Datuk Arshad bin Ayub
YBhg Dato’ Ng Tiong Seng
Ng Chin Huat
Sia Kim Kiat
Ong See Seng
Lim Kim Meng
Law Boon Eng
Kong Sau Kian
(appointed on 26 July 2006)
(resigned on 8 February 2007)
(resigned on 26 May 2006)
In accordance with Article 122 of the Company’s Articles of Association, Ng Chin Huat and Ong See Seng
retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reelection.
Tan Sri Datuk Arshad Bin Ayub and Dato’ Ng Tiong Seng retire pursuant to Section 129 of the Companies Act,
1965 and a resolution is being proposed for their re-appointment as directors under the provision of Section
129(6) of the said Act to hold office until the next Annual General Meeting of the Company.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to
which the Company was a party, whereby directors might acquire benefits by means of acquisition of shares
in, or debentures of, the Company or any other body corporate, other than those arising from the share
options granted under the Employee Share Options Scheme (“ESOS”). The ESOS has expired on 10 January
2007.
Since the end of the previous financial period, no director has received or become entitled to receive a benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by
the directors as shown in Note 9 to the financial statements or the fixed salary of a full-time employee of the
Company) by reason of a contract made by the Company or a related corporation with any director or with a
firm of which he is a member, or with a company in which he has a substantial financial interest.
31
Annual Report 2007
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the
financial year in shares and options over the shares in the Company and its related corporations during the
financial year were as follows:
No. of ordinary shares of RM1.00 each
At
1.4.2006
Bought
Sold
At
31.3.2007
Direct interest
Tan Sri Datuk Arshad bin Ayub
Ng Chin Huat
Sia Kim Kiat
2,044,039
1,025,000
12,000
4,000,000
-
-
2,044,039
5,025,000
12,000
Indirect interest
Tan Sri Datuk Arshad bin Ayub*
Dato’ Ng Tiong Seng **
Ng Chin Huat **
Sia Kim Kiat **
5,078,125
18,632,997
17,607,997
18,620,997
204,000
204,000
204,000
4,000,000
-
5,078,125
18,836,997
13,811,997
18,824,997
The Company
The name of directors and the number of options granted are set out below:
Option
Price
RM
Ng Chin Huat
Ng Chin Huat
Sia Kim Kiat
1.40
1.27
1.40
No. of option over ordinary shares of RM 1.00 each
At
At
1.4.2006
Granted
Expired
31.3.2007
300,000
100,000
320,000
-
300,000
100,000
320,000
-
By virtue of the interest in the Company, Tan Sri Datuk Arshad Bin Ayub, Dato’ Ng Tiong Seng, Ng Chin Huat
and Sia Kim Kiat are also deemed to have an interest in shares of all the subsidiaries of the Company to the
extent that the Company has an interest.
*
**
Via family members and/or Zalaraz Sdn. Bhd.
Via spouse, family members and/or Ng Tiong Seng Corporation Sdn. Bhd.
Other than as disclosed, none of the other directors in office at the end of the financial year had any interest
in shares and options over ordinary shares in the Company or its related corporations during the financial
year.
32
Annual Report 2007
WARRANTS
The 2002/2012 Warrants are constituted by a Deed Poll dated 1 August 2001 executed by the Company.
The warrants were listed on Bursa Malaysia Securities Berhad on 18 February 2002. The main features of the
2002/2012 Warrants are as follows:
a.
Each warrant will entitle the registered holders to subscribe for a new ordinary share of RM1.00 each
at par in the Company at an exercise price of RM1.15 each, subject to the adjustment from time to time
in accordance with the conditions as stipulated in the Deed Poll.
b.
The warrants may be exercised at any time between 18 February 2003, being the date of the first
anniversary of the issue of the warrants and the expiry date of ten (10) years from the date of issue of
the rights to allotment of warrants on 18 February 2002. Warrants not exercised during the exercise
period will thereafter lapse and cease to be valid.
c.
The new ordinary shares of RM1.00 each to be issued pursuant to the exercise of the warrants will rank
pari passu in all respects with the existing issued ordinary shares of the Company except that they shall
not be entitled to any dividends, rights, allotments and/or other distributions, the record date of which
is on or before the date of allotment and issue of the new ordinary shares of the Company pursuant to
the exercise of the warrants.
For the purpose hereof, record date means the date as at the close of business on which the
shareholders must be registered as members of the Company in order to participate in any dividends,
rights, allotments or any other distributions.
TREASURY SHARES
Details of treasury shares are disclosed in Note 23 to the financial statements.
EMPLOYEES’ SHARE OPTION SCHEME
The Company implemented an Employees’ Share Option Scheme (“ESOS”) on 11 January 2002 in accordance
with the by-laws approved by the shareholders at an Extraordinary General Meeting held on 26 June 2001.
The ESOS was in force for a period of five (5) years. The ESOS has expired on 10 January 2007. Details of
the ESOS are as disclosed in Note 22 to the financial statements.
33
Annual Report 2007
OTHER STATUTORY INFORMATION
(a)
(b)
Before the income statements and balance sheets of the Group and of the Company were made out,
the directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the
making of provision for doubtful debts and satisfied themselves that all known bad debts and
that adequate provision had been made for doubtful debts; and
(ii)
to ensure that any current assets which were unlikely to realise their value as shown in the
accounting records in the ordinary course of business had been written down to an amount
which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the provision for doubtful debts in the Group
and the Company inadequate to any substantial extent; and
(ii)
the values attributed to current assets in the financial statements of the Group and of the Company
misleading.
(c)
At the date of this report, the directors are not aware of any circumstances which have arisen which
render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.
(d)
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in
this report or financial statements of the Group and of the Company which would render any amount
stated in the financial statements misleading.
(e)
As at the date of this report, there does not exist:
34
(i)
any charge on the assets of the Group or of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii)
any contingent liability in respect of the Group or of the Company which has arisen since the end
of the financial year.
Annual Report 2007
OTHER STATUTORY INFORMATION (CONTD.)
(f)
In the opinion of the directors:
(i)
no contingent or other liability has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the financial year which will or may affect the ability
of the Group or of the Company to meet their obligations when they fall due; and
(ii)
no item, transaction or event of a material and unusual nature has arisen in the interval between
the end of the financial year and the date of this report which is likely to affect substantially the
results of the operations of the Group or of the Company for the financial year in which this report
is made.
Signed on behalf of the Board in accordance with a resolution of the directors dated 25 July 2007.
Ng Chin Huat
Selangor Darul Ehsan, Malaysia
35
Annual Report 2007
S TATE MENT BY DIREC TO RS
PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Tan Sri Datuk Arshad bin Ayub and Ng Chin Huat, being two of the directors of Asia Brands Corporation
Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out
on pages 38 to 92 are drawn up in accordance with applicable Financial Reporting Standards in Malaysia
and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of
the Group and of the Company as at 31 March 2007 and of the results and the cash flows of the Group and
of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors dated 25 July 2007.
Ng Chin Huat
Selangor Darul Ehsan, Malaysia
S TATU TORY DECLARATI O N
PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Ng Hui Tieng, being the officer primarily responsible for the financial management of Asia Brands Corporation
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 38 to 92 are in my
opinion, correct and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed Ng Hui Tieng at Selangor Darul Ehsan, Malaysia
on 25 July 2007
Before me,
36
Ng Hui Tieng
Annual Report 2007
R E P ORT OF AUDIT ORS’
TO THE MEMBERS OF ASIA BRANDS CORPORATION BERHAD
We have audited the financial statements set out on pages 38 to 92. These financial statements are the
responsibility of the Company’s directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to
report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no
other purpose. We do not assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by the directors, as well as evaluating the
overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion:
(a)
(b)
the financial statements have been properly drawn up in accordance with the provisions of the
Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true
and fair view of:
(i)
the financial position of the Group and of the Company as at 31 March 2007 and of the results
and the cash flows of the Group and of the Company for the year then ended; and
(ii)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements; and
the accounting and other records and the registers required by the Act to be kept by the Company and
by its subsidiaries have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors’ reports of the subsidiaries, as indicated in
Note 14 to the financial statements, being financial statements that have been included in the consolidated
financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of
the preparation of the consolidated financial statements and we have received satisfactory information and
explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and
did not include any comment required to be made under Section 174(3) of the Companies Act, 1965.
Ernst & Young
AF: 0039
Chartered Accountants
Gloria Goh Ewe Gim
No. 1685/04/09(J)
Partner
Kuala Lumpur, Malaysia
25 July 2007
37
Annual Report 2007
I NC O ME STATEMENT S
FOR THE YEAR ENDED 31 MARCH 2007
Group
Note
Revenue
Cost of sales
Gross profit
Other income
Selling and distribution expenses
Administration expenses
3
4
5
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
150,958,350
(75,487,907)
173,077,751
(84,960,788)
8,156,982
-
8,510,600
-
75,470,443
659,757
(53,927,351)
(6,957,678)
88,116,963
671,933
(66,161,902)
(8,876,529)
8,156,982
53,952
(5,644,315)
8,510,600
261,696
(6,583,898)
Profit from operations
Finance cost
6
15,245,171
(659,947)
13,750,465
(1,335,624)
2,566,619
(4,871)
2,188,398
(490,293)
Profit before taxation
Taxation
7
10
14,585,224
(3,163,965)
12,414,841
(3,605,253)
2,561,748
(331,489)
1,698,105
(50,557)
11,421,259
8,809,588
2,230,259
1,647,548
Profit for the year/period
Earnings per share
attributable to equity
holders of the Company
Basic earnings per share
12
22.52 sen
17.12 sen
Diluted earnings per share
12
22.50 sen
17.12 sen
The accompanying notes form an integral part of the financial statements.
38
Annual Report 2007
B A LA NCE SHEETS
AS AT 31 MARCH 2007
Group
ASSETS
Non-current assets
Property, plant and
equipment
Investments in
subsidiaries
Other investments
Trademarks
Goodwill on
consolidation
Deferred tax assets
Current assets
Inventories
Trade receivables
Other receivables
Cash and bank balances
Company
2007
2006
RM
RM
Note
2007
RM
2006
RM
13
25,816,068
25,857,509
723,244
414,104
14
15
16
286,740
-
148,679
300,065
67,088,970
286,740
-
67,088,970
148,679
216,013
17
27
4,205,000
493,300
4,205,000
-
149,100
-
30,801,108
30,511,253
68,248,054
67,867,766
41,282,893
30,190,131
4,819,352
6,991,025
45,755,332
26,827,508
7,432,647
6,054,363
12,556,173
521,460
11,425,668
1,410,564
83,283,401
86,069,850
13,077,633
12,836,232
114,084,509
116,581,103
81,325,687
80,703,998
18
19
20
21
TOTAL ASSETS
EQUITY AND LIABILITIES
Equity attributable to equity
holders of the Company
Share capital
Less: Treasury shares
Share premium
Retained profits
Total equity
22
23
52,874,667
(2,376,367)
52,874,667
(2,376,367)
52,874,667
(2,376,367)
52,874,667
(2,376,367)
24
50,498,300
8,693,483
39,482,915
50,498,300
8,693,483
29,887,083
50,498,300
8,693,483
9,747,819
50,498,300
8,693,483
9,342,987
98,674,698
89,078,866
68,939,602
68,534,770
39
Annual Report 2007
B A LA NCE SHEET S
AS AT 31 MARCH 2007
Group
Non-current liabilities
Deferred taxation
Current liabilities
Trade payables
Other payables
Borrowings
Provision for taxation
Total liabilities
TOTAL EQUITY AND LIABILITIES
2007
RM
2006
RM
27
787,200
1,500,548
-
-
787,200
1,500,548
-
-
1,945,669
6,755,942
5,921,000
-
3,182,840
6,668,654
15,892,451
257,744
12,386,085
-
12,169,228
-
14,622,611
26,001,689
12,386,085
12,169,228
15,409,811
27,502,237
12,386,085
12,169,228
114,084,509
116,581,103
81,325,687
80,703,998
28
29
25
40
Company
2007
2006
RM
RM
Note
Annual Report 2007
CON S OL IDAT ED STAT EM ENT
O F C HANGES IN EQUI TY
Note
Share
Capital
RM
Non-distributable
Share
Treasury
Premium
Shares
RM
RM
Distributable
Retained
Profits
RM
Total
RM
52,874,667
-
8,693,483
-
(17,165)
(2,359,202)
-
22,355,041 83,906,026
8,809,588 8,809,588
- (2,359,202)
(1,277,546) (1,277,546)
At 31 March 2006
52,874,667
8,693,483
(2,376,367)
29,887,083 89,078,866
At 1 April 2006
Profit for the year
Dividends
52,874,667
-
8,693,483
-
(2,376,367)
-
29,887,083 89,078,866
11,421,259 11,421,259
(1,825,427) (1,825,427)
52,874,667
8,693,483
(2,376,367)
39,482,915 98,674,698
At 1 January 2005
Profit for the period
Purchase of treasury shares
Dividends
At 31 March 2007
11
11
41
Annual Report 2007
COMPANY STATEMENT O F
CH A N GES IN EQUIT Y
Note
Share
Capital
RM
Non-distributable
Share
Treasury
Premium
Shares
RM
RM
Distributable
Retained
Profits
RM
Total
RM
52,874,667
-
8,693,483
-
(17,165)
(2,359,202)
-
8,972,985 70,523,970
1,647,548 1,647,548
- (2,359,202)
(1,277,546) (1,277,546)
At 31 March 2006
52,874,667
8,693,483
(2,376,367)
9,342,987 68,534,770
At 1 April 2006
Profit for the year
Dividends
52,874,667
-
8,693,483
-
(2,376,367)
-
9,342,987 68,534,770
2,230,259 2,230,259
(1,825,427) (1,825,427)
52,874,667
8,693,483
(2,376,367)
9,747,819 68,939,602
At 1 January 2005
Profit for the period
Purchase of treasury shares
Dividends
At 31 March 2007
11
11
42
Annual Report 2007
CA S H FL OW STATEMENTS
Group
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
14,585,224
12,414,841
2,561,748
1,698,105
-
372,731
-
-
242,628
252,141
3,476,304
-
-
-
567,784
52,594
517,170
60,149
798,303
200
-
60,149
-
(138,061)
49,400
23,868
14,533
-
-
240,999
78,894
335
-
6,271,177
165,000
4,809,320
150,296
161,805
300,065
57,601
216,013
39,768
CASH FLOWS FROM
OPERATING ACTIVITIES
Adjustments for:
Amortisation of goodwill
Provision for doubtful debts
- Trade (net of recoveries)
- Non-trade
Bad debts written off
- Trade
- Non-trade
Inventories written off
(Reversal of)/Impairment
losses in other investments
Short term accumulating
compensated absences
Property, plant and
equipment written off
Impairment of property, plant
and equipment
Depreciation
Impairment/amortisation of
trademarks
Provision/(Net write back) for
employees’ benefits
Interest expense
Gain on disposal
of other investments
Gain on disposal of property
plant and equipment
Interest income
Dividend income
Operating profit before
working capital changes
(138,061)
49,400
50,217
591,440
(61,327)
1,170,327
4,713
-
(7,462)
468,008
-
(128,530)
-
(128,530)
(98,234)
(63,470)
(3,982)
23,391,560
(85,550)
(46,788)
(75,600)
23,069,608
(43,070)
(5,832)
(3,328,982)
(582,640)
(5,996)
(2,075,600)
259,647
43
Annual Report 2007
CA S H F LOW STAT EMENTS
FOR THE YEAR ENDED 31 MARCH 2007 (CONTD.)
Group
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
Changes in working capital:
Subsidiaries
Inventories
Receivables
Payables
3,955,269
(2,924,220)
(1,223,968)
1,144,935
6,251,069
(8,140,544)
(1,656,393)
(461,033)
146,385
12,176,541
(137,618)
(146,331)
Cash generated from/(used in)
operations
Interest paid
Taxation (paid)/refund
23,198,641
(591,440)
(3,568,612)
22,325,068
(1,170,327)
(4,990,128)
(2,553,681)
571,891
12,152,239
(468,008)
-
Net cash generated from/(used in)
operating activities
19,038,589
16,164,613
(1,981,790)
11,684,231
63,470
3,982
46,788
54,432
5,832
3,328,982
5,996
1,494,432
CASH FLOWS FROM
INVESTING ACTIVITIES
Interest received
Dividend received
Purchase of property, plant
and equipment
Purchase of trademarks
Purchase of investments in
quoted shares
Proceeds from disposal of
property, plant and equipment
Proceeds from disposal of
investments in quoted shares
Net cash (used in)/generated from
investing activities
44
(6,665,751)
-
(4,331,302)
(84,903)
(354,958)
(626,701)
-
(225,221)
(420)
(354,958)
293,250
120,200
210,000
-
-
1,486,610
-
1,486,610
2,918,113
2,406,439
(6,305,049)
(3,063,133)
Annual Report 2007
CA S H FL OW STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2007 (CONTD.)
Group
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
CASH FLOWS FROM
FINANCING ACTIVITIES
Drawdown from:
- revolving credits
- bankers’ acceptances
Repayment of:
- revolving credits
- term loans
- bankers’ acceptances
- hire purchase creditor
Purchase of own shares
Dividend paid
15,175,215
4,500,000
68,636,000
(25,145,215)
(1,451)
(1,825,427)
(11,500,000)
(3,124,117)
(70,467,000)
(126,924)
(2,359,202)
(1,277,546)
(1,825,427)
(11,500,000)
(3,038,117)
(2,359,202)
(1,277,546)
Net cash used in financing
activities
(11,796,878)
(15,718,789)
(1,825,427)
(13,674,865)
(2,617,309)
(889,104)
-
4,500,000
-
Net increase/(decrease) in cash
and cash equivalents
Cash and cash equivalents
at beginning of year/period
6,054,363
8,671,672
1,410,564
994,759
at end of year/period (Note 21)
6,991,025
6,054,363
521,460
1,410,564
936,662
415,805
45
Annual Report 2007
NOTE S T O THE FINAN CI AL STATEM ENTS
1.
31 MARCH 2007
CORPORATE INFORMATION
The principal activities of the Company are investment holding and provision of management services
to its subsidiaries. The principal activities of the subsidiaries are set out in Note 14 to the financial
statements. There have been no significant changes in the nature of these activities during the financial
year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is
listed on the Second Board of Bursa Malaysia Securities Berhad. The registered office of the Company
is located at Lot 10449, Jalan Nenas, Batu 4 ½, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan.
The financial statements were authorised for issue by the Board of Directors in accordance with a
resolution of the directors on 25 July 2007.
2.
SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of Preparation
The financial statements of the Group and of the Company have been prepared under the
historical cost convention and comply with the provisions of the Companies Act, 1965 and
applicable Financial Reporting Standards in Malaysia (“FRS”).
At the beginning of the current financial year, the Company had adopted new and revised FRS
which are mandatory for financial periods beginning on or after 1 January 2006, as fully described
in Note 2.3.
The financial statements are presented in Ringgit Malaysia (“RM”).
2.2
Summary of Significant Accounting Policies
(a)
Subsidiaries and Basis of Consolidation
(i)
Subsidiaries
Subsidiaries are entities over which the Group has the ability to control the financial
and operating policies so as to obtain benefits from their activities. The existence
and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group has such power over another
entity.
In the Company’s separate financial statements, investments in subsidiaries
are stated at cost less impairment losses. On disposal of such investments, the
difference between net disposal proceeds and their carrying amounts is included
in profit or loss.
46
Annual Report 2007
NOTE S TO T HE F INANCI AL STATEM ENTS
2.
31 MARCH 2007
SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
2.2
Summary of Significant Accounting Policies (Contd.)
(a)
Subsidiaries and Basis of Consolidation (Contd.)
(ii)
Basis of consolidation
The consolidated financial statements comprise the financial statements of the
Company and its subsidiaries as at the balance sheet date. The financial statements
of the subsidiaries are prepared for the same reporting date as the Company.
Subsidiaries are consolidated from the date of acquisition, being the date on which
the Group obtains control, and continue to be consolidated until the date that such
control ceases. In preparing the consolidated financial statements, intragroup
balances, transactions and unrealised gains or losses are eliminated in full. Uniform
accounting policies are adopted in the consolidated financial statements for like
transactions and events in similar circumstances.
Acquisitions of subsidiaries are accounted for using the purchase method. The
purchase method of accounting involves allocating the cost of the acquisition to the
fair value of the assets acquired and liabilities and contingent liabilities assumed at
the date of acquisition. The cost of an acquisition is measured as the aggregate of
the fair values, at the date of exchange, of the assets given, liabilities incurred or
assumed, and equity instruments issued, plus any costs directly attributable to the
acquisition.
Any excess of the cost of the acquisition over the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities represents
goodwill. Any excess of the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities over the cost of acquisition is recognised
immediately in profit or loss.
(b)
Intangible Assets
(i)
Goodwill
Goodwill acquired in a business combination is initially measured at cost being the
excess of the cost of business combination over the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities. Following the
initial recognition, goodwill is measured at cost less any accumulated impairment
losses. Goodwill is not amortised but instead, it is reviewed for impairment annually
or more frequently if events or changes in circumstances indicate that the carrying
value may be impaired. Gains and losses on the disposal of an entity include the
carrying amount of goodwill relating to the entity sold.
47
Annual Report 2007
2.
31 MARCH 2007
2.2
(b)
Intangible Assets (Contd.)
(ii)
Other intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The
cost of intangible assets acquired in a business combination is their fair values as at
the date of acquisition. Following initial recognition, intangible assets are carried at
cost less any accumulated amortisation and any accumulated impairment losses.
The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are amortised on a straight-line basis over the
estimated economic useful lives and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and
the amortisation method for an intangible asset with a finite useful life are reviewed
at least at each balance sheet date.
Intangible assets with indefinite useful lives are not amortised but tested for
impairment annually or more frequently if the events or changes in circumstances
indicate that the carrying value may be impaired either individually or at the cashgenerating unit level. The useful life of an intangible asset with an indefinite life is
also reviewed annually to determine whether the useful life assessment continues
to be supportable.
Trademarks
The useful live of trademarks is estimated to be indefinite because based on the
current market share of the brands, management believes there is no foreseeable
limit to the period over which the trademarks are expected to generate net cash
flows to the Group. Trademarks are stated at cost less any impairment losses.
They are not amortised but tested for impairment annually or more frequently when
indicators of impairment are identified.
(c)
Property, Plant and Equipment and Depreciation
All items of property, plant and equipment are initially recorded at cost. Subsequent
costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the
item will flow to the Group and the cost of the item can be measured reliably. The carrying
amount of the replaced part is derecognised. All other repairs and maintenance are
charged to the income statement during the financial period in which they are incurred.
Subsequent to recognition, property, plant and equipment except for freehold land are
stated at cost less accumulated depreciation and any accumulated impairment losses.
48
Annual Report 2007
2.
31 MARCH 2007
2.2
(c)
Property, Plant and Equipment and Depreciation (Contd.)
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation
of other property, plant and equipment is provided for on a straight-line basis to write off
the cost of each asset to its residual value over the estimated useful life, at the following
annual rates:
Buildings
Renovation
Motor vehicles
Furniture, fixtures, fittings and equipment
Sewing machines and equipment
2%
15%
20%
10% - 25%
10% - 25%
The residual values, useful life and depreciation method are reviewed at each financial
year-end to ensure that the amount, method and period of depreciation are consistent
with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected from its use or disposal. The difference between the net
disposal proceeds, if any and the net carrying amount is recognised in profit or loss and
the unutilised portion of the revaluation surplus on that item is taken directly to retained
earnings.
(d)
Impairment of Non-Financial Assets
The carrying amounts of the Group’s assets, other than inventories, deferred tax assets and
non-current assets (or disposal groups) held for sale, are reviewed at each balance sheet
date to determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated to determine the amount of impairment
loss.
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet
available for use, the recoverable amount is estimated at each balance sheet date or more
frequently when indicators of impairment are identified.
For the purpose of impairment testing of these assets, recoverable amount is determined
on an individual asset basis unless the asset does not generate cash flows that are
largely independent of those from other assets. If this is the case, recoverable amount is
determined for the cash-generating unit (CGU) to which the asset belongs to. Goodwill
acquired in a business combination is, from the acquisition date, allocated to each of the
Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the
combination, irrespective of whether other assets or liabilities of the Group are assigned
to those units or groups of units.
49
Annual Report 2007
2.
31 MARCH 2007
2.2
(d)
Impairment of Non-Financial Assets (Contd.)
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs
to sell and its value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where the
carrying amount of an asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. Impairment losses recognised in
respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of
any goodwill allocated to those units or groups of units and then, to reduce the carrying
amount of the other assets in the unit or groups of units on a pro-rata basis.
An impairment loss is recognised in profit or loss in the period in which it arises, unless
the asset is carried at a revalued amount, in which case the impairment loss is accounted
for as a revaluation decrease to the extent that the impairment loss does not exceed the
amount held in the asset revaluation reserve for the same asset.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss
for an asset other than goodwill is reversed if, and only if, there has been a change in the
estimates used to determine the asset’s recoverable amount since the last impairment
loss was recognised. The carrying amount of an asset other than goodwill is increased to
its revised recoverable amount, provided that this amount does not exceed the carrying
amount that would have been determined (net of amortisation or depreciation) had no
impairment loss been recognised for the asset in prior years. A reversal of impairment loss
for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at
revalued amount, in which case, such reversal is treated as a revaluation increase.
(e)
Inventories
Inventories are stated at the lower of cost (determined on the weighted average basis)
and net realisable value.
The cost of finished goods includes cost of purchase, direct labour and attributable
overheads. Net realisable value represents the estimated selling price less all estimated
costs to completion and costs to be incurred in marketing, selling and distribution.
50
Annual Report 2007
2.
31 MARCH 2007
2.2
(f)
Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks
and rewards incident to ownership. All other leases are classified as operating leases.
(i)
Finance leases - the Group as lessee
Assets acquired by way of hire purchase or finance lease are stated at an amount
equal to the lower of their fair values and the present value of the minimum lease
payments at the inception of the leases, less accumulated depreciation and
impairment losses. The corresponding liability is included in the balance sheet as
borrowings. In calculating the present value of the minimum lease payments, the
discount factor used is the interest rate implicit in the lease, when it is practicable to
determine; otherwise, the Company’s incremental borrowing rate is used.
Lease payments are apportioned between the finance costs and the reduction of
the outstanding liability. Finance costs, which represent the difference between the
total leasing commitments and the fair value of the assets acquired, are recognised
as an expense in the income statement over the term of the relevant lease so as
to produce a constant periodic rate of charge on the remaining balance of the
obligations for each accounting period.
The depreciation policy for leased assets is consistent with that for depreciable
property, plant and equipment as described in Note 2.2(c).
(ii)
Operating leases - the Group as lessee
Operating lease payments are recognised as an expense in the income statement
on a straight-line basis over the term of the relevant lease.
(g)
Foreign Currencies
(i)
Functional and presentation currency
The individual financial statements of each entity in the Group are measured using
the currency of the primary economic environment in which the entity operates
(“the functional currency”). The consolidated financial statements are presented in
Ringgit Malaysia (RM), which is also the Company’s functional currency.
51
Annual Report 2007
2.
31 MARCH 2007
2.2
(g)
Foreign Currencies (Contd.)
(ii)
Foreign currency transactions
In preparing the financial statements of the individual entities, transactions in
currencies other than the entity’s functional currency (foreign currencies) are
recorded in the functional currencies using the exchange rates prevailing at the
dates of the transactions. At each balance sheet date, monetary items denominated
in foreign currencies are retranslated at the rates prevailing on the balance sheet
date. Non-monetary items carried at fair value that are denominated in foreign
currencies are retranslated at the rates prevailing on the date when the fair value
was determined. Non-monetary items that are measured in terms of historical cost
in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are included in profit or loss. Exchange differences
arising on the translation of non-monetary items carried at fair value are included in
income statement for the period except for the differences arising on the translation
of non-monetary items in respect of which gains and losses are recognised directly
in equity. Exchange differences arising from such non-monetary items are also
recognised directly in equity.
(h)
Income Tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current
tax is the expected amount of income taxes payable in respect of the taxable profit for the
year and is measured using the tax rates that have been enacted at the balance sheet
date.
Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities
are recognised for all taxable temporary differences and deferred tax assets are
recognised for all deductible temporary differences, unused tax losses and unused tax
credits to the extent that it is probable that taxable profit will be available against which
the deductible temporary differences, unused tax losses and unused tax credits can be
utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or
negative goodwill or from the initial recognition of an asset or liability in a transaction which
is not a business combination and at the time of the transaction, affects neither accounting
profit nor taxable profit.
52
Annual Report 2007
2.
31 MARCH 2007
2.2
(h)
Income Tax (Contd.)
Deferred tax is measured at the tax rates that are expected to apply in the period when
the asset is realised or the liability is settled, based on tax rates that have been enacted
or substantively enacted at the balance sheet date. Deferred tax is recognised as income
or an expense and included in the profit or loss for the period, except when it arises
from a transaction which is recognised directly in equity, in which case the deferred tax
is also recognised directly in equity, or when it arises from a business combination that
is an acquisition, in which case the deferred tax is included in the resulting goodwill or
the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s
identifiable assets, liabilities and contingent liabilities over the cost of the combination.
(i)
Provisions for Liabilities
Provisions for liabilities are recognised when the Group has a present obligation as a
result of a past event and it is probable that an outflow of resources embodying economic
benefits will be required to settle the obligations, and a reliable estimate of the amount can
be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the
current best estimate. Where the effect of the time value of money is material, the amount
of a provision is the present value of the expenditure expected to be required to settle the
obligation.
(j)
Cash and Cash Equivalents
For the purposes of the cash flow statements, cash and cash equivalents include cash on
hand and at bank, deposits at call and short term highly liquid investments which have an
insignificant risk of changes in value, net of outstanding bank overdrafts.
(k)
Employee Benefits
(i)
Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an
expense in the year in which the associated services are rendered by employees of
the Group. Short term accumulating compensated absences such as paid annual
leave are recognised when services are rendered by employees that increase their
entitlement to future compensated absences and short term non-accumulating
compensated absences such as sick leave are recognised when the absences
occur.
53
Annual Report 2007
2.
31 MARCH 2007
2.2
(k)
Employee Benefits (Contd.)
(ii)
Defined contribution plans
Defined contribution plans are post-employment benefit plans under which the
Group pays fixed contributions into separate entities or funds and will have no legal
or constructive obligation to pay further contributions if any of the funds do not hold
sufficient assets to pay all employee benefits relating to employee services in the
current and preceding financial years. Such contributions are recognised as an
expense in the profit or loss as incurred. As required by law, companies in Malaysia
make such contributions to the Employees Provident Fund (“EPF”).
(iii)
Termination benefits
The Group pays termination benefits in cases of termination of employment within
the framework of a restructuring. Termination benefits are recognised as a liability
and an expense when the Group has a detailed formal plan for the termination and
is without realistic possibility of withdrawal.
(l)
Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with
the transaction will flow to the enterprise and the amount of the revenue can be measured
reliably.
(i)
Sale of goods
Revenue relating to sale of goods is recognised net of sales taxes and discounts
upon the transfer of risks and rewards.
(ii)
Interest and rental income
Interest is recognised on an accrual basis using effective interest method. Rental
income is recognised on an accrual basis.
(iii)
Dividend income
Dividend income is recognised when the Group’s right to receive payment is
established.
54
Annual Report 2007
2.
31 MARCH 2007
2.2
(m)
Financial Instruments
Financial instruments are recognised in the balance sheet when the Group has become a
party to the contractual provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance
of the contractual arrangement. Interest, dividends, gains and losses relating to a financial
instrument classified as a liability, are reported as expense or income. Distributions to
holders of financial instruments classified as equity are charged directly to equity. Financial
instruments are offset when the Group has a legally enforceable right to offset and intends
to settle either on a net basis or to realise the asset and settle the liability simultaneously.
(i)
Trade and other receivables
Trade and other receivables are carried at anticipated realisable values. Bad debts
are written off when identified. An estimate is made for doubtful debts based on a
review of all outstanding amounts as at the balance sheet date.
(ii)
Trade and other payables
Trade and other payables are stated at cost which is the fair value of the consideration
to be paid in the future for goods and services received.
(iii)
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds
received, net of transaction costs. All borrowing costs are recognised as an expense
in the income statement in the period in which they are incurred.
(iv)
Other investments
Investments in quoted shares are stated at cost less impairment losses. The policy
for the recognition and measurement of impairment losses is in accordance with
Note 2.2(d). Cost is determined based on the weighted average basis.
On disposal of an investment, the difference between net disposal proceeds and its
carrying amount is recognised in the income statement.
55
Annual Report 2007
2.
31 MARCH 2007
2.2
(m)
Financial Instruments (Contd.)
(v)
Equity instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised
in equity in the period in which they are declared.
The transaction costs of an equity transaction are accounted for as a deduction
from equity, net of tax. Equity transaction costs comprise only those incremental
external costs directly attributable to the equity transaction which would otherwise
have been avoided.
The consideration paid, including attributable transaction costs on repurchased
ordinary shares of the Company that have not been cancelled, are classified
as treasury shares and presented as a deduction from equity. No gain or loss
is recognised in the income statements on the sale, re-issuance or cancellation
of treasury shares. When treasury shares are reissued by resale, the difference
between the sales consideration and the carrying amount of the treasury shares is
recognised in equity.
2.3
Changes in Accounting Policies and Effects Arising from Adoption of New and Revised
FRS
The MASB has issued a number of new and revised FRS and Interpretations that are effective for
financial periods beginning on or after 1 January 2006. The Group and the Company have not
early adopted the FRS 117: Leases and FRS 124: Related Party Disclosures for its financial year
beginning 1 April 2006.
Except for the changes in accounting policies and their effects as discussed below, the new and
revised FRS and Interpretations above do not have any other significant impact on the financial
statements of the Group and of the Company.
(a)
FRS 3 : Business Combinations, FRS 136 : Impairment of Assets and FRS 138 :
Intangible Assets
The new FRS 3 has resulted in consequential amendments to two other accounting
standards, FRS 136 and FRS 138. In accordance with the transitional provisions, FRS 3
has been applied for business combinations for which the agreement date is on or after
1 January 2006.
56
Annual Report 2007
2.
31 MARCH 2007
2.3
FRS (Contd.)
(a)
FRS 3 : Business Combinations, FRS 136 : Impairment of Assets and FRS 138 :
Intangible Assets (Contd.)
(i)
Goodwill
Prior to 1 April 2006, goodwill was amortised on a straight-line basis over its estimated
useful life of 20 years and at each balance sheet date, the Group assessed if there
was any indication of impairment of the CGU in which the goodwill is attached
to. The adoption of FRS 3 and the revised FRS 136 resulted in the Group ceasing
annual amortisation of goodwill. Goodwill is now carried at cost less accumulated
impairment losses and is tested for impairment annually or more frequently if events
or changes in circumstances indicate that it might be impaired.
In accordance with the transitional provisions of FRS 3, the Group has applied
the revised accounting policy for goodwill prospectively from 1 April 2006. The
transitional provisions of FRS 3 also required the Group to eliminate the carrying
amount of the accumulated amortisation at 1 April 2006 amounting to RM1,758,692
against the carrying amount of goodwill. The net carrying amount of goodwill as at
1 April 2006 of RM4,205,000 ceased to be amortised thereafter.
Because the revised accounting policy has been applied prospectively, the change
has had no impact on amounts reported for 2006 or prior periods. The effects on
the consolidated balance sheet as at 31 March 2007 and consolidated income
statement for the year ended 31 March 2007 are set out in Note 2.3(c). This change
has no impact on the Company’s financial statements.
(ii)
Other Intangible Assets
Prior to 1 April 2006, all intangible assets were considered to have a finite useful
life and were stated at cost less accumulated amortisation and impairment losses.
Upon the adoption of FRS 138, the useful lives of intangible assets are now assessed
at the individual asset level as having either a finite or indefinite life. Accordingly,
trademarks are considered to have indefinite life. In accordance with the transitional
provisions of FRS 138, the change in the useful life assessment from finite to indefinite
is made on a prospective basis. The carrying amount of trademarks of the Group
and the Company as at 1 April 2006 of RM300,065 and RM216,013 respectively
ceased to be amortised.
Because the revised accounting policy has been applied prospectively, the change
has had no impact on amounts reported for 2006 and prior periods. The effects
on the consolidated balance sheet as at 31 March 2007 and consolidated income
statement for the year ended 31 March 2007 are set out in Note 2.3(c).
57
Annual Report 2007
2.
31 MARCH 2007
2.3
FRS (Contd.)
(b)
FRS 2 : Share Based Payments
Prior to 1 April 2006, no compensation expense was recognised in profit or loss for share
options granted. The Group and the Company recognised an increase in share capital
and share premium when the options were exercised. Upon the adoption of FRS 2, the
total fair value of share options granted to employees is recognised as an employee cost
with a corresponding increase in the share option reserve within equity over the vesting
period.
The Group has applied FRS 2 in accordance with its transitional provisions which allow
this change in accounting policy to be applied to share options that were granted
after 31 December 2004 but had not yet vested on 1 January 2006. The application is
retrospective.
As all share options of the Company were granted before 31 December 2004 and vested
prior to 1 January 2006, this change has had no impact on the Group and the Company’s
financial statements. All the options of the Company have expired on 10 January 2007.
(c)
Summary of effects and changes arising from adoption of new and revised FRS
The following tables provide estimates of the extent to which each of the line items in the
balance sheets and income statements for the year ended 31 March 2007 is higher or
lower than it would have been had the previous policies been applied in the current year:
(i)
Effects on balance sheets as at 31 March 2007
Description of change
Group
FRS 3
Note 2.3(a)(i)
RM
Goodwill
Other intangible asset
- trademarks
Company
Other intangible asset - trademarks
58
298,185
-
Increase/(Decrease)
FRS 3
Total
Note 2.3(a)(ii)
RM
RM
(253,984)
298,185
(253,984)
FRS 3
Note 2.3(a)(ii)
RM
(184,198)
Annual Report 2007
2.
31 MARCH 2007
2.3
FRS (Contd.)
(c)
Summary of effects and changes arising from adoption of new and revised FRS
(Contd.)
(ii)
Effects on income statements for the year ended 31 March 2007
Description of change
Group
Profit before tax
Earning per shares (sen)
Company
Profit before tax
FRS 3
Note 2.3(a)(i)
RM
298,185
0.59
Increase/(Decrease)
FRS 3
Total
Note 2.3(a)(ii)
RM
RM
(253,984)
(0.50)
44,201
0.09
FRS 3
Note 2.3(a)(ii)
RM
(184,198)
59
Annual Report 2007
2.
31 MARCH 2007
2.4
Standards and Interpretations Issued but Not Yet Effective
At the date of authorisation of these financial statements, the following FRS, revised FRS,
amendments to FRS and Interpretations were issued but not yet effective and have not been
applied by the Group and the Company:
Revised FRS, Amendments to FRS and Interpretations
FRS 107: Cash Flow Statements
FRS 111: Construction Contracts
FRS 112: Income Taxes
FRS 118: Revenue
FRS 119: Employee Benefit
FRS 120: Accounting for Government Grants and Disclosure of
Government Assistance
FRS 126: Accounting and Reporting by Retirement Benefit Plans
FRS 129: Financial Reporting in Hyperinflationary Economies
FRS 134: Interim Financial Reporting
FRS 139: Financial Instruments : Recognition and Measurement
FRS 137: Provisions, Contingent Liabilities and Contingent Assets
FRS 6: Exploration for and Evaluation of Mineral Resources
Amendment to FRS 121: The Effects of Changes in Foreign
Exchange Rates - Net investment in a Foreign Operation
IC Interpretation 1: Changes in Existing Decommissioning,
Restoration and Similar Liabilities
IC Interpretation 2: Members’ Shares in Co-operative Entities
and Similar Instruments
IC Interpretation 5: Rights to Interests arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds
IC Interpretation 6: Liabilities arising from Participating in a
Specific Market - Waste Electrical and Electronic Equipment
IC Interpretation 8: Scope of FRS 2
Effective for
financial
period
beginning on
or after
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
Deferred
1 July 2007
1 January 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
1 July 2007
The above FRS, revised FRS, amendments to FRS and Interpretations are expected to have no
significant impact on the financial statements of the Group and of the Company upon their initial
application.
The Group and the Company are exempted from disclosing the possible impact, if any, to the
financial statements upon the initial application of FRS 139 - Financial Instruments: Recognition
and Measurement, FRS 117 - Leases, FRS 124 - Related Party Disclosures.
60
Annual Report 2007
2.
31 MARCH 2007
2.5
Changes in Accounting Estimates
The revised FRS 116: Property, Plant and Equipment requires the review of the residual value
and remaining useful life of an item of property, plant and equipment at least at each financial
year end. The Group and the Company revised the residual values and the estimated useful lives
of certain equipment and renovation with effect from 1 April 2006. The revisions were accounted
for prospectively as change in accounting estimates and as a result, the depreciation charges
of the Group for the current financial year have been increased by RM2,653,859.
2.6
Significant Accounting Estimates and Judgements
(a)
Critical Judgements Made in Applying Accounting Policies
There are no critical judgements made by management in the process of applying the
Group’s accounting policies that have the most significant effect on the amounts recognised
in the financial statements.
(b)
Key Sources of Estimated Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty
at the balance sheet date, that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year are discussed
below:
(i)
Impairment of goodwill and trademarks
The Group determines whether goodwill and trademarks are impaired at least on an
annual basis. This requires an estimation of the value-in-use of the cash-generating
units (“CGU”) to which goodwill and trademarks are allocated. Estimating a valuein-use amount requires management to make an estimate of the expected future
cash flows from the CGU and also to choose a suitable discount rate in order to
calculate the present value of those cash flows. The carrying amounts of goodwill
and trademarks as at 31 March 2007 were RM4,205,000 (2006: RM4,205,000) and
RMnil (2006: RM300,065) respectively. Further details as disclosed in Note 16 and
17 to the financial statements.
61
Annual Report 2007
2.
31 MARCH 2007
(b)
Key Sources of Estimated Uncertainty (Contd.)
(ii)
Depreciation of plant and machinery
The cost of equipment for ladies’s lingerie and leisure wear and children’s apparel
industry is depreciated on a straight-line basis over the assets’ useful lives. Management
estimates the useful lives of these assets to be not more than 7 years. These are common
life expectancies applied in the industry. Changes in the expected level of usage could
impact the economic useful lives and the residual values of these assets, therefore future
depreciation charges could be revised.
(iii)
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital
allowances to the extent that it is probable that taxable profit will be available against which
the losses and capital allowances can be utilised. Significant management judgement is
required to determine the amount of deferred tax assets that can be recognised, based
upon the likely timing and level of future taxable profit together with future tax planning
strategies. The details are as disclosed in Note 27 to the financial statements.
3.
REVENUE
Group
Gross dividend income
- subsidiaries
- quoted shares
Sale of goods
Management services
4.
1.1.2005
to
31.3.2006
RM
3,982
150,954,368
-
75,600
173,002,151
-
3,325,000
3,982
4,828,000
2,000,000
75,600
6,435,000
150,958,350
173,077,751
8,156,982
8,510,600
COST OF SALES
Cost of sales represents cost of inventories sold.
62
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
Annual Report 2007
5.
OTHER OPERATING INCOME
Group
Gain on disposal of property,
plant and equipment
Gain on disposal of
other investment
Interest income
- others
- subsidiaries
Membership fees
Miscellaneous
6.
31 MARCH 2007
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
98,234
84,333
43,070
-
-
128,530
-
128,530
63,470
408,533
89,520
46,788
372,455
39,827
5,832
5,050
5,996
127,028
142
659,757
671,933
53,952
261,696
FINANCE COSTS
Group
Bank overdraft interest
Hire purchase interest
Finance lease interest
Banker acceptance interest
Overdue interest
Letter of credit and trust
receipts interest
Other bank charges
Loan interest
Revolving credit interest
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
441
590,432
24
4,845
25,072
1,437
665,759
4,744
-
903
-
543
68,507
-
165,237
212,686
255,844
4,871
-
22,285
211,261
255,844
659,947
1,335,624
4,871
490,293
63
Annual Report 2007
7.
31 MARCH 2007
PROFIT BEFORE TAXATION
Group
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
24,681,748
34,755,255
3,586,193
4,283,238
229,000
95,000
6,271,177
316,075
95,000
372,731
4,809,320
229,000
21,000
150,296
316,075
21,000
161,805
300,065
8,000,949
591,440
57,601
9,869,161
1,170,327
216,013
86,400
-
39,768
108,000
468,008
252,141
-
-
-
242,628
3,476,304
-
-
The following amounts have been
included in arriving at profit
before tax:
Staff costs (Note 8)
Non-executive directors’
remuneration (Note 9)
Auditors’ remuneration
Amortisation of goodwill
Depreciation (Note 13)
Impairment/amortisation
of trademarks
Rental of premises
Interest expense
- non-trade
- trade
(net of recoveries)
(Reversal of)/Impairment
losses in other investments
Bad debts written off
-Trade
- Non-trade
Property, plant and
equipment written off
Gain on disposal of
property, plant and equipment
Gain on disposal of
other investments
Provision/(Net write back) for
employees’ benefits
Impairment of property, plant
and equipment
Inventories written off
64
(138,061)
49,400
(138,061)
567,784
52,594
60,149
200
60,149
240,999
78,894
335
-
(98,234)
(85,550)
(43,070)
49,400
-
-
(128,530)
-
(128,530)
50,217
(61,327)
4,713
(7,462)
517,170
165,000
798,303
-
-
Annual Report 2007
8.
31 MARCH 2007
STAFF COSTS
Group
Wages and salaries
Social security costs
Short term accumulating
compensated absences
Pension costs - defined
contribution plans
Other staff related expenses
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
21,408,123
280,175
30,579,081
370,249
2,973,273
28,981
3,675,593
33,888
43,900
14,533
20,032
-
2,225,497
724,053
3,038,044
753,348
336,476
227,431
403,953
169,804
24,681,748
34,755,255
3,586,193
4,283,238
Included in staff costs of the Group and of the Company are executive directors’ remuneration amounting
to RM969,920 (2006: RM932,960) and RM969,920 (2005: RM666,400) respectively as further disclosed
in Note 9.
9.
DIRECTORS’ REMUNERATION
Group
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
420,000
140,000
525,000
70,000
420,000
140,000
525,000
70,000
67,200
24,600
71,400
15,500
67,200
24,600
71,400
15,500
651,800
681,900
651,800
681,900
Directors of the Company
Present Executive:
Salaries and other
emoluments
Bonus
contribution plans
Benefits-in-kind
65
Annual Report 2007
9.
DIRECTORS’ REMUNERATION (CONTD.)
Group
Past Executive:
Salaries and other
emoluments
Bonus
contribution plans
Benefits-in-kind
Present Non-executive:
Fees
Benefits-in-kind
Past Non-executive:
Fees
Other Directors
Past Executive:
Salaries and other
emoluments
Bonus
contribution plans
Total
Analysis excluding benefits-in-kind:
Total executive directors’
remuneration excluding
benefits-in-kind (Note 8)
Total non-executive directors’
remuneration excluding
benefits-in-kind
Total directors’ remuneration
excluding benefits-in-kind
66
31 MARCH 2007
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
234,000
72,000
-
234,000
72,000
-
36,720
8,800
-
36,720
8,800
-
351,520
-
351,520
-
227,000
-
287,750
13,325
227,000
-
287,750
13,325
227,000
301,075
227,000
301,075
2,000
15,000
2,000
15,000
2,000
15,000
2,000
15,000
-
210,000
28,000
-
-
-
28,560
-
-
-
266,560
-
-
1,232,320
1,264,535
1,232,320
997,975
969,920
932,960
969,920
666,400
229,000
302,750
229,000
302,750
1,198,920
1,235,710
1,198,920
969,150
Annual Report 2007
9.
31 MARCH 2007
DIRECTORS’ REMUNERATION (CONTD.)
The number of directors of the Company whose total remuneration during the year fell within the
following bands is analysed below:
Number of Directors
2007
2006
10.
Present executive directors:
RM650,001 - RM700,000
1
1
Past executive directors:
RM300,001 - RM350,000
1
-
Present Non-executive directors:
Below RM50,000
RM50,001 - RM100,000
6
2
7
2
Past non-executive directors:
Below RM50,000
1
-
TAXATION
Group
Malaysian income tax:
Current income tax
Overprovision in
prior years
1.1.2005
to
31.3.2006
RM
4,661,363
4,400,482
551,300
496,678
(1,119,229)
(70,711)
(446,121)
3,281,253
480,589
50,557
(290,750)
4,370,613
Deferred taxation (Note 27):
Relating to origination
and reversal of temporary
differences
Deferred tax recognise
at different tax rate
Change in tax rate in
opening deferred tax
(Over)/underprovided in
prior years
Company
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
1.4.2006
to
31.3.2007
RM
(721,652)
324,000
(245,557)
-
(32,210)
-
(5,735)
-
(801)
-
(12,263)
-
(451,985)
-
114,455
-
(1,206,648)
324,000
(149,100)
-
3,163,965
3,605,253
331,489
50,557
67
Annual Report 2007
10.
31 MARCH 2007
TAXATION (CONTD.)
Domestic income tax is calculated at the Malaysian statutory tax rate of 27% (2006: 28%) of the
estimated assessable profit for the year. The domestic statutory tax rate will be reduced to 26% from
the current year’s rate of 27% effective year of assessment 2008. The computation of deferred tax
as at 31 March 2007 has reflected these changes. The concessionary income tax rate applicable to
subsidiaries with paid up capital of RM2,500,000 and below is 20% on chargeable income of up to
RM500,000 (2006: RM500,000). For chargeable income in excess of RM500,000 (2006: RM500,000),
the tax rate of 27% (2006: 28%) is applicable.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax
rate to income tax expense at the effective income tax rate of the Group and of the Company is as
follows:
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
14,585,224
12,414,841
Taxation at statutory tax rate of 27% (2006: 28%)
Effect of change in tax rate
Effect of different tax rate on subsidiaries with
paid-up capital RM2.5 million and below
Effect of income not subject to tax
Effect of expenses not deductible for tax purposes
Utilisation of previously unutilised tax losses
Deferred tax asset not recognised during the period
Deferred tax recognise at different tax rate
Change in tax rate in opening deferred tax
Overprovision of deferred tax in prior years
Overprovision of income tax expenses in prior years
3,938,010
109,390
3,476,155
-
Tax expense for the year/period
3,163,965
Group
68
(104,661)
(254,875)
252,800
(953)
(32,210)
(801)
(451,985)
(290,750)
(115,403)
(67,266)
1,430,289
707
(1,119,229)
3,605,253
Annual Report 2007
10.
31 MARCH 2007
TAXATION (CONTD.)
Company
Taxation at statutory tax rate of 27% (2006: 28%)
Effect of change in tax rate
Deferred tax recognise at different tax rate
Change in tax rate in opening deferred tax
Effect of income not subject to tax
Effect of expenses not deductible for tax purposes
Underprovision of deferred tax in prior years
Overprovision of income tax expense in prior years
Tax expense for the year/period
11.
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
2,561,748
1,698,105
691,672
19,213
(5,735)
(12,263)
(503,026)
97,884
114,455
(70,711)
475,469
(38,078)
59,287
(446,121)
331,489
50,557
DIVIDENDS
Group/Company
Dividend in respect of
year/period
1.4.2006
1.1.2005
1.1.2004
to
to
to
31.3.2007
31.3.2006
31.12.2004
RM
RM
RM
Dividend recogised in
year/period
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
Final dividend for
2004: 3.5%
less tax at 28%, on
50,706,267
ordinary shares
(2.52 sen per share)
-
-
1,277,546
-
1,277,546
Final dividend for
2006: 5%
less tax at 28%, on
50,706,267
ordinary shares
(3.60 sen per share)
-
1,825,427
-
1,825,427
-
-
1,825,427
1,277,546
1,825,427
1,277,546
69
Annual Report 2007
12.
31 MARCH 2007
EARNINGS PER SHARE
(a)
Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted
average number of ordinary shares in issue during the financial year. In arriving at the weighted
average number of ordinary shares in issue during the financial year, treasury shares held by the
Company had been excluded.
Group
1.4.2006
to
31.3.2007
1.1.2005
to
31.3.2006
Profit after taxation (RM)
11,421,259
8,809,588
Weighted average number
of ordinary shares in issue
50,706,267
51,471,216
22.52
17.12
Basic earnings per shares (sen)
(b)
Diluted
Diluted earnings per share is calculated based on the weighted average number of ordinary
shares in issue, net of the number of treasury shares adjusted for the dilutive effects of all potential
ordinary shares, i.e. warrants.
Group
Profit after taxation (RM)
Weighted average number
of ordinary shares in issue
Effect of dilution from assumed
exercise of warrants
Diluted earnings per shares (sen)
1.4.2006
to
31.3.2007
1.1.2005
to
31.3.2006
11,421,259
8,809,588
50,706,267
51,471,216
53,161
-
50,759,428
51,471,216
22.50
17.12
ESOS has not been accounted for in the computation of diluted earnings per share as the ESOS
has expired on 10 January 2007.
70
Annual Report 2007
13.
31 MARCH 2007
PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 April 2006
Additions
Disposals
Written off
Freehold
Land Buildings Renovation
RM
RM
RM
3,413,032 9,386,801
-
At 31 March 2007 3,413,032 9,386,801
Accumulated
Depreciation
and Impairment
Losses
At 1 April 2006
Depreciation
charge for the
year (Note 7)
Disposals
Written off
At 31 March 2007
- 1,333,252
-
187,736
-
Furniture,
Fixtures,
Sewing Capital
Motor Fittings & Machines & Work - In
Vehicles Equipment Equipment Progress
RM
RM
RM
RM
Total
RM
3,128,676 1,909,987 34,187,691
2,512,793 328,000 3,824,958
- (699,883)
(37,030)
(217,952)
- (1,030,117)
32,161
-
381,024 52,439,372
- 6,665,751
(736,913)
- (1,248,069)
5,423,517 1,538,104 36,945,502
32,161
381,024 57,120,141
763,890 1,355,896 22,716,026
31,775
381,024 26,581,863
1,080,075 149,531
- (532,948)
(175,588)
-
4,853,454
(8,949)
(831,482)
381
-
- 6,271,177
(541,897)
- (1,007,070)
- 1,520,988
1,668,377
972,479 26,729,049
32,156
381,024 31,304,073
Net carrying
amount
At 31 March 2007 3,413,032 7,865,813
3,755,140
565,625 10,216,453
5
- 25,816,068
Cost
At 1 January 2005 3,413,032 9,386,801
Additions
Disposals
Written off
-
2,016,111 1,969,114 31,449,733
1,172,364 382,420 2,776,518
- (276,251)
(59,799) (165,296)
(38,560)
32,161
-
381,024 48,647,976
- 4,331,302
(276,251)
(263,655)
At 31 March 2006 3,413,032 9,386,801
3,128,676 1,909,987 34,187,691
32,161
381,024 52,439,372
- 1,098,582
483,026 1,546,995 18,493,140
31,138
381,024 22,033,905
-
287,594 215,797
- (241,601)
(6,730) (165,295)
Accumulated
Depreciation
and Impairment
Losses
At 1 January 2005
Depreciation
charge for the
period (Note 7)
Disposals
Impairment
Written off
At 31 March 2006
234,670
-
- 1,333,252
Net carrying
amount
At 31 March 2006 3,413,032 8,053,549
4,070,622
165,000
(12,736)
763,890 1,355,896 22,716,026
2,364,786
554,091 11,471,665
637
-
-
4,809,320
(241,601)
165,000
(184,761)
31,775
381,024 26,581,863
386
- 25,857,509
71
Annual Report 2007
13.
31 MARCH 2007
PROPERTY, PLANT AND EQUIPMENT (CONTD.)
Office
Furniture Capital workEquipment and Fittings
in progress
RM
RM
RM
Motor
Vehicles Renovation
RM
RM
Total
RM
Company
Cost
At 1 April 2006
Additions
Disposal
Written off
186,731
190,179
(350)
36,539
115,926
-
381,024
-
973,402
(476,943)
-
44,331
320,596
-
1,622,027
626,701
(476,943)
(350)
At 31 March 2007
376,560
152,465
381,024
496,459
364,927 1,771,435
782,624
1,076 1,207,923
Accumulated Depreciation and Impairment Losses
At 1 April 2006
Depreciation
charge for the
year (Note 7)
Disposal
Written off
At 31 March 2007
41,836
1,363
381,024
69,880
(15)
10,950
-
-
111,701
12,313
381,024
496,458
264,859
140,152
-
1
23,847
(310,013)
-
45,619
-
150,296
(310,013)
(15)
46,695 1,048,191
Net carrying amount
At 31 March 2007
72
318,232
723,244
Annual Report 2007
13.
31 MARCH 2007
PROPERTY, PLANT AND EQUIPMENT (CONTD.)
Office
Furniture Capital workEquipment and Fittings
in progress
RM
RM
RM
Motor
Vehicles Renovation
RM
RM
Total
RM
Company
Cost
At 1 January 2005
Additions
40,720
146,011
1,660
34,879
381,024
-
973,402
-
- 1,396,806
44,331
225,221
At 31 March 2006
186,731
36,539
381,024
973,402
44,331
1,622,027
Accumulated Depreciation and Impairment Losses
At 1 January 2005
Depreciation
charge for the
year (Note 7)
1,568
138
381,024
663,388
-
1,046,118
40,268
1,225
-
119,236
1,076
161,805
At 31 March 2006
41,836
1,363
381,024
782,624
1,076
1,207,923
144,895
35,176
-
190,778
43,255
414,104
Net carrying amount
At 31 March 2006
Net book values of property, plant and equipment held under hire purchase arrangements are as
follows:
Group
Motor vehicles
2007
RM
2006
RM
-
1
73
Annual Report 2007
14.
31 MARCH 2007
INVESTMENTS IN SUBSIDIARIES
Company
Unquoted shares at cost
2007
RM
2006
RM
67,088,970
67,088,970
Details of the subsidiaries are as follows:
Country of
incorporation
Marketing
and trading
of lingerie
and ladies’
leisure wear
Malaysia
100
100
Inactive
Malaysia
100
100
Investment
holding and
provision of
rental of
properties
Malaysia
100
100
Dormant
Malaysia
100
100
Asia Brands HR
Services Sdn. Bhd.
(formerly known
as Anakku Baby
Connection Sdn. Bhd.)
Trading and
retailing of
children’s wear,
care and related
products
Malaysia
100
100
Asia Brands Assets
Management Sdn. Bhd.
(formerly known
as Anakku Baby
Products Sdn. Bhd.)
Trading and
retailing of
children’s wear,
care and related
products
Malaysia
100
100
Asia Brands W&D Services
Sdn. Bhd. (formerly
known as AIMB
Marketing Sdn. Bhd.)
Asia Brands Management
Services Sdn. Bhd.
(formerly known
as Audrey Body
Fashion Sdn. Bhd.)
Pelita Hebat Sdn. Bhd.
Anakku Holdings Sdn. Bhd.
74
Effective
Equity Interest
2007
2006
%
%
Principal
activities
Annual Report 2007
14.
31 MARCH 2007
INVESTMENTS IN SUBSIDIARIES
Effective
Equity Interest
2007
2006
%
%
Principal
activities
Country of
incorporation
Asia Brands Retail
Sdn. Bhd. (formerly
known as Anakku LSR
Baby Products Sdn. Bhd.)
Inactive
Malaysia
100
100
Asia Brands Trading
Sdn. Bhd. (formerly
known as Generasi
Arif (M) Sdn. Bhd.)
Inactive
Malaysia
100
100
Asia Brands Global
Sdn. Bhd. (formerly
known as Weltex Knitwear
Industries Sdn. Bhd.)
Inactive
Malaysia
100
100
Marketing
and trading
of lingerie
and ladies’
leisure wear
Malaysia
100
100
Subsidiary company of
Asia Brands W&D
Services Sdn. Bhd.
(formerly known as
AIMB Marketing
Sdn. Bhd.)
AIMB Cottonshop Sdn.
Bhd.
15.
OTHER INVESTMENTS
Group/Company
2007
2006
RM
RM
Quoted shares in Malaysia, at cost
Less: Accumulated impairment losses
Market value of quoted shares
521,837
(235,097)
521,837
(373,158)
286,740
148,679
286,740
148,679
75
Annual Report 2007
16.
31 MARCH 2007
TRADEMARKS
Group
2006
RM
2007
RM
2006
RM
Cost
At 1 April 2006/
1 January 2005
Addition
973,822
-
888,919
84,903
636,290
-
635,870
420
At 31 March
973,822
973,822
636,290
636,290
Accumulated amortisation
and impairment
At 1 April 2006/
1 January 2005
Amortisation
Impairment loss recognised
in profit and loss
673,757
-
616,156
57,601
420,277
-
380,509
39,768
300,065
-
216,013
-
At 31 March
973,822
673,757
636,290
420,277
-
300,065
-
216,013
Net carrying amount
At 31 March
17.
Company
2007
RM
GOODWILL ON CONSOLIDATION
Group
2007
RM
Cost:
At 1 April 2006/ 1 January 2005
Effects of adopting FRS 3 (Note 2.3(a)(i))
At 31 March
Accumulated amortisation
Effects of adopting FRS 3 (Note 2.3(a)(i))
At 31 March
2006
RM
5,963,692
(1,758,692)
5,963,692
(1,758,692)
4,205,000
4,205,000
1,758,692
(1,758,692)
1,758,692
(1,758,692)
-
-
Goodwill represents the excess of the total cash consideration paid by the Company over the fair value
of attributed net assets of the Anakku group of companies that was completed on 11 February 2003.
76
Annual Report 2007
17.
31 MARCH 2007
GOODWILL ON CONSOLIDATION (CONTD.)
Key assumptions used in value in use calculation
The key assumptions on which the management has based its cash flow projections to undertake
impairment testing of goodwill include:
(i)
Budgeted gross margin
The basis used to determine the value assigned to the budgeted gross margin is the average
gross margins achieved in the year immediately before the budgeted year.
(ii)
Growth rate
The weighted average growth rate used represents management’s assessments of future trends
in the industry based on historical records.
(iii)
Discount rate
The discount rates used are pre-tax and reflect specific risks relating to the Group.
(iv)
Other expenses
Other expenses comprise selling, administrative and general expenses of which are assumed to
increase in line with the expected inflation or expansion of the Group.
Sensitivity to change in assumptions
Management believes that no reasonably possible change in any of the key assumptions above would
cause the carrying value of the goodwill to materially exceed their recoverable amount.
18.
INVENTORIES
Group
2007
RM
2006
RM
41,282,893
45,755,332
At cost:
Finished goods
The cost of inventories recognised as an expense during the financial year in the Group amounted to
RM75,487,907 (2006: RM84,960,788).
77
Annual Report 2007
19.
31 MARCH 2007
TRADE RECEIVABLES
Group
2007
RM
Trade receivables
2006
RM
36,268,198
(6,078,067)
32,073,877
(5,246,369)
30,190,131
26,827,508
The Group’s normal trade credit terms ranges from 30 to 120 days. Other credit terms are assessed
and approved on a case-by-case basis.
The Group has no significant concentration of credit risk that may arise from exposures to a single
debtor or to groups of debtors.
20.
OTHER RECEIVABLES
Group
Sundry receivables
Provision for doubtful
debts
Due from subsidiaries
Deposits
Prepayments
Tax recoverable
Company
2007
RM
2006
RM
2007
RM
2006
RM
162,446
119,401
75,581
-
-
-
-
11,041
2,677,387
1,432,132
698,792
119,401
2,441,168
3,113,541
1,758,537
75,581
12,254,497
76,000
109,688
40,407
10,532,345
91,957
144,985
656,381
4,819,352
7,432,647
12,556,173
11,425,668
(151,405)
The amount due from subsidiaries are unsecured, interest free and have no fixed terms of repayment.
The Group has no significant concentration of credit risk that may arise from exposures to a single
debtor or to groups of debtors.
21.
CASH AND CASH EQUIVALENTS
Group
78
Company
2007
RM
2006
RM
2007
RM
2006
RM
Cash on hand and at banks
Deposits with licensed
banks
6,460,346
2,185,684
521,460
760,564
530,679
3,868,679
-
650,000
6,991,025
6,054,363
521,460
1,410,564
Annual Report 2007
21.
31 MARCH 2007
CASH AND CASH EQUIVALENTS (CONTD.)
The weighted average effective interest rates and average maturities of deposits at the balance sheet
date were as follows:
Weighted average
effective interest rates
Average maturities
2007
2006
2007
2006
Group
%
%
Days
Days
Licensed banks
2.7
3.0
8
30
2.7
3.0
9
30
Company
Licensed banks
22.
SHARE CAPITAL
Group/Company
Number of Ordinary
Share of RM1 Each
Amount
2007
2006
2007
Units
Units
RM
Authorised:
Issued and fully paid:
At beginning/ end of
year/period
(a)
2006
RM
100,000,000
100,000,000
100,000,000
100,000,000
52,874,667
52,874,667
52,874,667
52,874,667
On 11 January 2002, the Company established the ESOS. The main features of the ESOS are as
follows:
(i)
Eligible persons are employees of the Group (including executive directors) who have
been confirmed in the full time employment of the Group and have served for at least one
year before the date of the offer. The eligibility for participation in the ESOS shall be at the
discretion of the ESOS Committee appointed by the Board of directors;
(ii)
The total number of shares to be offered shall not exceed in aggregate 10% of the issued
share and paid-up share capital of the Company at any point of time during the duration
of the ESOS, which shall be in force for a period of five years from the effective date;
(iii)
The option price for each share shall be the higher of the following;
1)
at a discount of not more than 10% from the weighted average market quotation
of the shares as shown in the daily official list issued by Bursa Malaysia Securities
Berhad for the five trading days preceding the date of offer; or
2)
the par value of the shares.
79
Annual Report 2007
22.
31 MARCH 2007
SHARE CAPITAL (CONTD.)
(iv)
No offer shall be made for less than 1,000 shares nor more than 500,000 shares to any
eligible employee;
(v)
An option granted under the ESOS shall be capable of being exercised by the grantee by
notice in writing to the Company before the expiry of five years from the date of the offer
or such shorter period as may be specified in such offer; and
(vi)
The number of shares under option or the option price or both so far as the option remains
unexercised may be adjusted following any variation in the issued share capital of the
Company by way of a rights issue, bonus issue or other capitalisation issue, consolidation
or subdivision of the Company’s shares made by the Company.
Information with respect to the movement in the number of options granted under the ESOS is as
follows:
Number of Share Options
2007
2006
Granted
Exercised
Resigned
Expired on 10 January 2007
3,814,000
(280,000)
(3,534,000)
At 31 March
-
4,495,000
(681,000)
3,814,000
The ESOS has expired on 10 January 2007. As such, there are no share options outstanding as
at the end of the year. At the end of previous period, the number of shares under option which
remains unexercised were as follows:
Exercise Period
17.05.2003 - 09.01.2007
02.01.2004 - 09.01.2007
05.07.2004 - 09.01.2007
Exercise Price
RM
1.40
1.53
1.27
Number of Share Options
Outstanding
2007
2006
-
1,629,000
360,000
1,825,000
-
3,814,000
All of the options were granted prior to 31 December 2004 and vested prior to 1 January 2006,
and therefore not recognised in the financial statements, in accordance with the transitional
requirement of FRS 2.
80
Annual Report 2007
22.
31 MARCH 2007
SHARE CAPITAL (CONTD.)
(b)
The 2002/2012 Warrants issued in financial year ended 31 December 2002 entitle the registered
holders to subscribe for one new ordinary share of RM1.00 each at par in the Company at an
exercise price of RM1.15 each, exercisable at any time within a period between 18 February
2003, being the date of the first anniversary of the issue of the warrants and the expiry date
of ten (10) years from the date of issue of the rights to allotment of warrants on 18 February
2002. The exercise price of the 2002/2012 Warrants is subject to adjustment from time to time
in accordance with the condition as stipulated in the Deed Poll executed by the Company on 1
August 2001.
The movement of warrants is as follows:
Number of Warrants
2007
2006
At beginning/ end of year/period
23.
6,166,667
6,166,667
TREASURY SHARES
This amount relates to the acquisition cost of treasury shares net of the proceeds received on their
subsequent sale or issuance.
The shareholders of the Company, by a special resolution passed in a general meeting held on 26
September 2006, renewed their approval for the Company’s plan to repurchase its own shares. The
directors of the Company are committed to enhancing the value of the Company to its shareholders
and believe that the repurchase plan can be applied in the best interest of the Company and its
shareholders.
During the financial year, the Company had not repurchased any of its issued ordinary shares from the
open market.
The total treasury shares as at 31 March 2007 amounted to 2,168,400 shares. Accordingly, the issued
and paid up share capital of the Company with voting rights as at 31 March 2007 was 50,706,267
(2006: 50,706,267) shares.
24.
RETAINED PROFITS
As at 31 March 2007, the Company has tax exempt profits available for distribution of approximately
RM5,540,000 (2006: RM3,616,000), subject to the agreement of the Inland Revenue Board.
The Company has sufficient tax credit under Section 108 of the Income Tax Act 1967 and the balance
in the tax exempt income account to frank the payment of dividends out of its entire retained profits as
at 31 March 2007.
81
Annual Report 2007
25.
31 MARCH 2007
BANK BORROWINGS
Group
2007
RM
2006
RM
-
10,152,000
1,451
-
10,153,451
5,921,000
5,739,000
5,921,000
15,892,451
5,921,000
15,892,451
Short Term Borrowings
Secured:
Bankers’ acceptances
Hire purchase (Note 26)
Unsecured:
Maturity of borrowings
Within one year
The weighted average effective interest rates at the balance sheet date for borrowings, excluding hire
purchase, were as follows:
Group
Bank overdrafts
Revolving credits
Term loans (floating rates)
Company
2007
%
2006
%
2007
%
2006
%
4.58
8.25
4.80
8.25
4.40
-
8.25
4.80
8.25
-
The bankers’ acceptances of the Group are secured by the corporate guarantee from the Company.
82
Annual Report 2007
26.
31 MARCH 2007
HIRE PURCHASE
Group
2007
RM
2006
RM
Not later than 1 year
Later than 1 year and no later than 2 years
Later than 2 year and no later than 5 years
-
1,892
-
Less: Future finance charges
-
1,892
(441)
Present value of finance lease liabilities
-
1,451
-
1,451
-
1,451
Minimum hire purchase payments:
Present value of hire purchase liabilities
Analysed as:
Due within 12 months (Note 25)
In prior period, the hire purchase bore interest at the balance sheet date of 5.75% per annum.
27.
DEFERRED TAX
Group
At 1 April 2006
Recognised in the income
statement (Note 10)
Company
2007
RM
2006
RM
2007
RM
2006
RM
1,500,548
1,176,548
-
-
324,000
(149,100)
-
293,900
1,500,548
(149,100)
-
(493,300)
787,200
1,500,548
(149,100)
-
-
293,900
1,500,548
(149,100)
-
(1,206,648)
Presented after appropriate
offsetting as follows:
Deferred tax assets
Deferred tax liabilities
83
Annual Report 2007
27.
31 MARCH 2007
DEFERRED TAX (CONTD.)
The components and movements of deferred tax liabilities and assets during the financial year prior to
offsetting are as follow:
Deferred tax liabilities of the Group :
Property,
Plant and
Equipment
RM
At 1 April 2006
Recognised in the income statement
1,500,548
326,152
At 31 March 2007
1,826,700
At 1 January 2005
1,176,548
324,000
At 31 March 2006
1,500,548
Deferred tax assets of the Group:
Unutilised
tax
losses
RM
84
-
Provision
RM
-
Unabsorbed
capital
allowances
RM
Total
RM
-
-
At 1 April 2006
Recognised in the
income statement
(139,400)
(1,243,500)
(149,900)
(1,532,800)
At 31 March 2007
(139,400)
(1,243,500)
(149,900)
(1,532,800)
At 1 January 2005
Recognised in the
income statement
-
-
-
-
-
-
-
-
At 31 March 2006
-
-
-
-
Annual Report 2007
27.
31 MARCH 2007
DEFERRED TAX (CONTD.)
Deferred tax liabilities of the Company :
Property,
Plant and
Equipment
RM
At 1 April 2006
89,500
At 31 March 2007
89,500
At 1 January 2005
-
At 31 March 2006
-
Deferred tax assets of the Company:
Unutilised
tax
losses
RM
-
Provision
RM
-
Unabsorbed
capital
allowances
RM
Total
RM
-
-
At 1 April 2006
Recognised in the
income statement
(139,400)
(78,500)
(20,700)
(238,600)
At 31 March 2007
(139,400)
(78,500)
(20,700)
(238,600)
At 1 January 2005
Recognised in the
income statement
-
-
-
-
-
-
-
-
At 31 March 2006
-
-
-
-
Subject to the agreement of Inland Revenue Board, the Group also has unused tax losses of RM1,060,100
(2006: RM1,010,300) which are available indefinitely for offset against future taxable profits of the
subsidiaries in which those items arose. Deferred tax assets have not been recognised in respect of
these unused tax losses as they may not be utilised to offset taxable profits of other subsidiaries in the
Group and they have arisen in subsidiaries that have a history of losses.
85
Annual Report 2007
28.
31 MARCH 2007
TRADE PAYABLES
The normal trade credit terms granted to the Group range from 30 to 120 days.
29.
OTHER PAYABLES
Group
Due to subsidiaries
Due to directors
Accruals
Sundry payables
Company
2007
RM
2006
RM
2007
RM
2006
RM
218,302
3,875,859
2,661,781
288,690
4,413,104
1,966,860
11,630,029
218,302
61,032
476,722
11,564,270
288,690
63,343
252,925
6,755,942
6,668,654
12,386,085
12,169,228
The amounts due to subsidiaries and directors are unsecured, interest-free and have no fixed terms of
repayment.
30.
SIGNIFICANT RELATED PARTY TRANSACTIONS
Company
1.4.2006
to
31.3.2007
RM
1.1.2005
to
31.3.2006
RM
Management fee from subsidiaries
Interest income from subsidiaries
Gross dividends from subsidiaries
4,828,000
3,325,000
6,435,000
127,028
2,000,000
The directors are of the opinion that all the transactions above have been entered into in the normal
course of business and have been established on terms and conditions that are not materially different
from those obtainable in transactions with unrelated parties.
31.
CONTINGENT LIABILITIES
Company
Unsecured
Corporate guarantees given to financial institutions in
respect of credit facilities extended to:
- subsidiaries
86
2007
RM
2006
RM
34,100,000
47,800,000
Annual Report 2007
32.
31 MARCH 2007
COMMITMENTS
Non-Cancellable Operating Lease Commitments
Group
Future minimum rentals payable:
Later than 1 year and not later than 5 years
2007
RM
2006
RM
5,785,682
3,526,219
2,031,230
6,085,743
9,311,901
8,116,973
Operating lease payments represents rentals payable by the Group for use of shoplots in shopping
complexes and buildings. Generally, the leases are negotiated for an average term of 2 years to 3
years.
33.
FINANCIAL INSTRUMENTS
(a)
Financial Risk Management Objectives and Policies
The Group’s financial risk management policy seeks to ensure that adequate financial resources
are available for the development of the Group’s businesses whilst managing its interest rate,
foreign exchange, liquidity and credit risks.
(b)
Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debt, as the Group had no
substantial long-term interest-bearing assets as at 31 March 2007.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating
rate borrowings. The Group actively reviews its debt portfolio, taking into account the investment
holding period and nature of its assets. This strategy allows it to capitalize on cheaper funding
in a low interest rate environment and achieves a certain level of protection against rate hikes.
The investments in financial assets are long term in nature and they are not held for speculative
purposes.
(c)
Liquidity Risk
The Group actively manages its debt maturity profile, operating cash flows and the availability
of funding so as to ensure that all refinancing, repayment and funding needs are met. As part
of its overall prudent liquidity management, the Group maintains sufficient levels of cash or
cash convertible investments to meet its working capital markets and financial institutions and
prudently balances its portfolio with some short term funding so as to achieve overall cost
effectiveness.
87
Annual Report 2007
33.
31 MARCH 2007
FINANCIAL INSTRUMENTS (CONTD.)
(d)
Credit Risk
The risk of counter parties defaulting, is controlled by the application of credit approvals, limits
and monitoring procedures. Credit risks are minimized and monitored via strictly limiting the
Group’s association to business partners with high creditworthiness. Trade receivables are
monitored on an ongoing basis via the Group’s management reporting procedures.
The Group does not have any significant exposure to any individual customer or counterparty
nor does it have any major concentration of credit risk related to any financial instruments.
(e)
Fair Values
The aggregate net fair values of financial assets and financial liabilities which are not carried at
fair value on the balance sheet of the Company as at the end of the financial year are represented
as follows:
Company
Note
Carrying
Amount
RM
Fair Value
RM
As at 31 March 2007
Amount due from subsidiaries
20
12,254,497
#
As at 31 March 2006
Amount due from subsidiaries
20
10,532,345
#
As at 31 March 2007
Amount due to subsidiaries
29
11,630,029
#
As at 31 March 2006
Amount due to subsidiaries
29
11,564,270
#
Financial Assets
Financial Liabilities
#
88
It is not practical to estimate the fair values of amounts due to/from subsidiaries mainly due
to lack of fixed repayment term entered between the parties involved and without incurring
excessive costs.
Annual Report 2007
33.
31 MARCH 2007
FINANCIAL INSTRUMENTS (CONTD.)
(e)
Fair Values (Contd.)
The following methods and assumptions are used to estimate the fair value of the following
classes of financial instruments:
(i)
Cash and cash equivalents, trade and other receivables, payables and short term
borrowings
The carrying amounts approximate the fair values due to the relatively short term maturity
of these financial instruments.
(ii)
Other investments
The fair value of quoted shares is determined by reference to stock exchange quoted
market prices at the close of the business on the balance sheet date.
89
Annual Report 2007
34.
31 MARCH 2007
SEGMENTAL REPORTING
Trading
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
Retail
Investment holding
1.4.2006
1.1.2005 1.4.2006
1.1.2005
to
to
to
to
31.3.2007 31.3.2006 31.3.2007 31.3.2006
RM
RM
RM
RM
Consolidated
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
REVENUE
Sales
Inter-segment
sales
Total external
revenue
125,336,685 146,050,294 45,236,371 45,763,534 8,900,743
(19,618,689) (18,812,089)
-
9,760,517 179,473,799 201,574,345
- (8,896,760) (9,684,505) (28,515,449) (28,496,594)
105,717,996 127,238,205 45,236,371 45,763,534
3,983
76,012 150,958,350 173,077,751
RESULT
Segment result 11,772,924
Interest expense
Interest income
19,813,866
1,206,973
981,765 2,133,297 (7,257,251) 15,113,194 13,538,380
(591,440) (1,170,327)
63,470
46,788
Profit before
taxation
Income taxes
14,585,224 12,414,841
(3,163,965) (3,605,253)
Profit after
taxation
11,421,259
Trading
2007
RM
2006
RM
Retail
2007
RM
2006
RM
Investment holding
2007
2006
RM
RM
8,809,588
Consolidated
2007
2006
RM
RM
ASSETS
Segment assets 79,799,357
79,498,997 17,061,582 16,997,364 17,223,570 20,084,742 114,084,509 116,581,103
LIABILITIES
Segment liabilities 11,902,230
90
22,083,584
2,342,727
4,346,732 1,164,854
1,071,921
15,409,811
27,502,237
Annual Report 2007
34.
31 MARCH 2007
SEGMENTAL REPORTING (CONTD.)
Trading
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
Retail
Investment holding
1.4.2006
1.1.2005 1.4.2006
1.1.2005
to
to
to
to
31.3.2007 31.3.2006 31.3.2007 31.3.2006
RM
RM
RM
RM
Consolidated
1.4.2006
1.1.2005
to
to
31.3.2007
31.3.2006
RM
RM
2,464,264
2,505,541
1,641,817
626,701
225,221
6,665,751
4,331,302
17,833
-
-
-
372,731
39,768
-
372,731
57,601
2,827,523
216,013
1,724,523
1,557,211
806,164
424,568
300,065
6,271,177
4,809,302
3,476,304
-
-
(311,387)
-
494,769
3,476,304
-
-
-
338,752
60,149
620,378
60,149
-
-
-
(138,061)
49,400
(138,061)
49,400
14,533
11,302
-
-
-
23,868
14,533
78,894
131,098
-
335
-
240,999
78,894
798,303
416,400
-
-
-
517,170
798,303
OTHER
INFORMATION
Capital
expenditure
3,533,509
Amortisation of
- goodwill
- trademark
Impairment of
- trademark
84,052
Depreciation
3,740,490
Non-cash
expenses
other than
amortisation and
depreciation
- provision for
doubtful debts
(net of recoveries) 806,156
- bad debts
written off
281,626
- (Reversal of)/
impairment
losses in other
investment
- short term
accumulating
compensated
absences
12,566
- property, plant
and equipment
written off
109,566
- inventories
written off
100,770
91
Annual Report 2007
34.
31 MARCH 2007
SEGMENTAL REPORTING (CONTD.)
The principal activities of the respective business segments are as follows:
1. Trading
-
marketing and trading of lingerie, ladies’ leisure wear, children’s wear, care and related
products.
2. Retail
-
retail selling at lingerie, ladies’ leisure wear, children’s wear and related products by way of own
boutiques to the public.
3. Investment holding
-
provision of management services and rental of properties.
The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business
and have been established on terms and conditions that are not materially different from those obtainable in transactions with
unrelated parties.
Segmental information relating to geographical areas of operation has not been presented as the Group operates in
Malaysia.
92
Annual Report 2007
A N A LY SIS OF SHAREHO LDI NG S
Authorised Share Capital
Issued and Paid-up Share Capital
Class of Shares
Voting Rights
:
:
:
:
as at 10 August 2007
RM 100,000,000.00
RM 50,706,267.00
Ordinary shares of RM1.00 each
One vote per ordinary share
Distribution of Shareholdings
Size of Shareholdings
No. of
Shareholders
Less than 100
100 - 1,000
1,001 – 10,000
10,001 – 100,000
100,001 – 2,643,732 (less than 5% of issued shares)
2,643,733 (5% of issued shares) and above
Total
% of
Shareholders
No. of
Shares Held
% of
Shares Held
156
113
667
66
14
3
15.31
11.09
65.46
6.48
1.37
0.29
5,198
94,598
2,257,144
1,695,799
16,143,864
30,509,664
0.01
0.19
4.45
3.34
31.84
60.17
1,019
100.00
50,706,267
100.00
Directors’ Direct and Indirect Interests in Shares in the Company
Other than as disclosed below, there is no other Director of the Company who has interests, direct or indirect,
in shares in the Company.
Direct
Ng Chin Huat
Sia Kim Kiat
No. of
Shares Held
% of
Shares Held
2,044,039
6,025,000
12,000
4.03
11.88
0.02
Indirect
No. of
% of
Shares Held
Shares Held
5,078,125
18,854,997
12,829,997
18,842,997
10.01
37.18
25.30
37.16
The above directors are also deemed interested in shares in subsidiaries of the Company to the extent that
the Company has an interest.
Substantial Shareholders as Per Register of Substantial Shareholders
Direct
Ng Tiong Seng Corporation Sdn. Bhd.
Perak Corporation Berhad
Zalaraz Sdn. Bhd.
Ng Chin Huat
Sia Kim Kiat
Datin Low Wee Chin
Datin Chan Lai Har
Dato’ Ng Chin Heng
Ng Chin Hoong
Ng Chin Loong
Yeap Bee Ling
No. of
Shares Held
% of
Shares Held
12,817,997
11,666,667
5,078,125
2,044,039
6,025,000
12,000
90,000
25.28
23.01
10.01
4.03
11.88
0.02
0.18
Indirect
No. of
% of
Shares Held
Shares Held
5,078,125
18,854,997
12,829,997
18,842,997
18,854,997
18,854,997
18,854,997
18,854,997
18,854,997
18,854,997
10.01
37.18
25.30
37.16
37.18
37.18
37.18
37.18
37.18
37.18
93
Annual Report 2007
A N A LY SIS OF SHAREH O LDI NG S
Top Thirty Securities Account Holders
(without aggregating the securities from different securities accounts belonging to the same Depositor)
No. Name
1.
2.
RC Nominees (Tempatan) Sdn. Bhd.
- Perak Corporation Berhad
Ng Chin Huat
Asia Brands Corporation Berhad
- Share Buy Back Account
Malaysia Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account For Zalaraz Sdn. Bhd. (01-00259-000)
Unique Portfolio Sdn Bhd
Choo Bay See
Malaysia Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account For Tan Sri Datuk Arshad Bin Ayub (01-00207-000)
Tandaraya Sdn. Bhd.
Zalaraz Sdn. Bhd.
Prestasio Sdn. Bhd.
Mayban Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account For Zalaraz Sdn. Bhd. (514011644302)
Abdul Aziz Bin Mohamed Hussain
Sia Yoke Lian
- Pledged Securities Account For Zalaraz Sdn. Bhd. (51401189284A)
Ching Chooi Kuan
Soon Hoe Chuan
Teh Bee Gaik
Chen Fui Chung
Yeap Bee Ling
Jimmy Lim Thaw Chay
Lee Choon Hooi
Kenanga Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account For Tan Chee @ Tan Choo (STC)
Tee Kian Hong
Kong Tiam
Teng Swee Lan @ Fong Swee Lan
MIDF Sisma Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account For Tham Kien Wei (CTS-TKW005C)
- Pledged Securities Account For Tan Kim Soon
Ng See Hoe
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Total
No. of
Shares Held
% of
Shares Held
12,817,997
25.28
11,666,667
6,025,000
23.01
11.88
2,168,400
4.28
2,000,000
1,938,000
1,800,000
3.94
3.82
3.55
1,790,000
1,684,700
1,578,125
1,393,000
3.53
3.32
3.11
2.75
1,000,000
800,000
756,500
1.97
1.58
1.49
500,000
450,000
254,039
199,500
95,071
92,000
90,000
80,000
69,000
0.99
0.89
0.50
0.39
0.19
0.18
0.18
0.16
0.14
54,000
52,200
49,000
47,000
0.11
0.10
0.10
0.09
40,000
0.08
35,000
34,000
0.07
0.07
49,559,199
97.75
Note:
*
The analysis of shareholdings is based on the issued and paid-up share capital of the Company after
deducting 2,168,400 ordinary shares bought back by the Company and held as Treasury Shares as at 10
August 2007.
94
Annual Report 2007
A N A LY SIS OF WARRAN T HO LDI NG S
Distribution of Warrant Holdings
No. of
Warrant
Holders
% of
Warrant
Holders
No. of
Warrants
Held
% of
Warrants
Held
Less than 100
100 -1,000
1,001 – 10,000
10,001 – 100,000
100,001 – 308,332 (less than 5% of issued warrants)
308,333 (5% of issued warrants) and above
143
416
305
71
8
2
15.13
44.02
32.28
7.51
0.85
0.21
3,499
261,906
1,206,822
1,936,740
1,100,700
1,657,000
0.06
4.25
19.57
31.41
17.85
26.87
Total
945
100.00
6,166,667
100.00
Size of Warrant Holdings
Directors’ Direct and Indirect Interests in Warrants in the Company
Other than as disclosed below, there is no other Director of the Company who has interests, direct or indirect,
in warrants in the Company.
Direct
Ng Chin Huat
Sia Kim Kiat
No. of
Warrants
Held
% of
Warrants
Held
-
-
Indirect
No. of
% of
Warrants
Warrants
Held
Held
1,300,000
1,300,000
1,300,000
21.08
21.08
21.08
Substantial Warrant Holders as Per Register of Substantial Warrant Holders
Direct
Soon Hoe Chuan
Ng Chin Huat
Sia Kim Kiat
Datin Low Wee Chin
Datin Chan Lai Har
Dato’ Ng Chin Heng
Ng Chin Hoong
Ng Chin Loong
Ng Siew Leng
Yeap Bee Ling
No. of
Warrants
Held
% of
Warrants
Held
1,300,000
357,000
25,304
-
21.08
5.79
0.41
-
Indirect
No. of
% of
Warrants
Warrants
Held
Held
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
1,300,000
21.08
21.08
21.08
21.08
21.08
21.08
21.08
21.08
21.08
21.08
95
Annual Report 2007
A N A LY SIS OF WARRANT HO LDI NG S
Top Thirty Warrant Account Holders
(without aggregating the warrants from different warrant accounts belonging to the same Depositor)
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Total
96
Soon Hoe Chuan
Chin Swee Chew
Ch’ng Gim Chew
Ngu Ew Look
HDM Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account For Curahan Cekal Sdn. Bhd. (M10)
Teh Bee Gaik
Chee Hian Boon @ Chee Ah Deck
Cheng Ah Kow
Lim Wee Liang
Lee Seng Pin
Lim Ah Seng @ Lim Lee Seng
CIMSEC Nominees (Tempatan) Sdn Bhd
- CIMB Bank For Pek Kiam Kek (MM0606)
Hang Siew Eng
Cheah Jye Pey
Mayban Securities Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account For Yap Sin Kok (REM 130-Margin)
Lee Teck Hoe
Mayban Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account For Koay Poon Hock
HLB Nominees (Tempatan) Sdn Bhd
- Pledged Securities Account For Lim Tiong Seng
Ngu Ik Tek
Siow Chung Peng
Cheah Wei Jeng
Beh Kweng Khiang
Kejemel Sdn Bhd
Lim Poh Mei
Loh Sem Ten
Chong Pea Ngo
Tan Seok Kheng
Yong Kuan Ho
Wu Song See @ Goh Song See
No. of
Warrants Held
% of
Warrants Held
1,300,000
357,000
261,700
149,800
146,000
21.08
5.79
4.24
2.43
2.37
128,000
111,200
102,000
101,000
101,000
90,000
81,900
2.08
1.80
1.65
1.64
1.64
1.46
1.33
80,000
73,000
68,000
1.30
1.18
1.10
66,000
64,000
1.07
1.04
61,000
0.99
55,000
51,900
50,000
42,000
40,000
40,000
36,000
35,000
35,000
35,000
35,000
33,000
0.89
0.84
0.81
0.68
0.65
0.65
0.58
0.57
0.57
0.57
0.57
0.54
3,829,500
62.11
Annual Report 2007
NOTICE OF THE TWENTIETH ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Twentieth Annual General Meeting of the Company will be held at
the Registered Office of the Company at Lot 10449, Jalan Nenas , Batu 4½, Kampung Jawa, 41000 Klang,
Selangor Darul Ehsan on Wednesday, 19 September 2007 at 11.00 a.m. for the following purposes:-
1.
To receive the Audited Financial Statements for the financial year ended 31 March 2007 together with
the Directors’ Report and Auditors’ Report thereon.
RESOLUTION 1
2.
To approve the payment of Directors’ fees for the financial year ended 31 March 2007.
RESOLUTION 2
3.
To consider and, if thought fit, to pass the following resolutions pursuant to Section 129(6) of the
Companies Act, 1965:-
“That pursuant to Section 129(6) of the Companies Act, 1965, Tan Sri Datuk Arshad bin Ayub, who has
exceeded the age of seventy (70) years, be re-appointed as a Director of the Company and to hold
office until the conclusion of the next Annual General Meeting.”
RESOLUTION 3
“That pursuant to Section 129(6) of the Companies Act, 1965, Dato’ Ng Tiong Seng, who has exceeded
the age of seventy (70) years, be re-appointed as a Director of the Company and to hold office until the
conclusion of the next Annual General Meeting.”
RESOLUTION 4
4.
To re-elect the following Directors who shall retire pursuant to Article 122 of the Articles of Association
of the Company:(i) Ng Chin Huat
RESOLUTION 5
(ii) Ong See Seng
RESOLUTION 6
5.
To appoint Auditors and to authorise the Directors to fix their remuneration.
RESOLUTION 7
Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is
annexed on page 119 have been received by the Company for the nomination of Messrs. Horwath,
who have given their consent to act, for appointment as Auditors and of the intention to propose the
following ordinary resolution:-
“That Messrs Horwath be and are hereby appointed as Auditors of the Company in place of the retiring
Auditors, Messrs Ernst & Young to hold office until the conclusion of the next Annual General Meeting
at a remuneration to be agreed between the Directors and the Auditors.”
97
Annual Report 2007
6.
As Special Business:To consider and, if thought fit, to pass the following ordinary resolutions:Ordinary Resolution 1
- Authority to allot shares pursuant to Section 132D of the Companies Act, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby
empowered to allot and issue shares in the Company, at any time to such persons and upon such
terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit,
provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10%
of the issued share capital of the Company for the time being and that the Directors be and are also
empowered to obtain the approval for the listing of and quotation for the additional shares so issued
on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion
of the next Annual General Meeting of the Company, subject always to the Companies Act, 1965, the
Articles of Association of the Company and approval of all relevant regulatory bodies being obtained
for such allotment and issues.”
RESOLUTION 8
Ordinary Resolution 2
- Proposed renewal of authority for Share Buy-Back
“That subject always to the Companies Act, 1965 (“the Act”), the Company’s Articles of Association,
Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”), and the approvals of all
relevant governmental and/or regulatory authorities, the Directors of the Company be and are hereby
authorised to make purchases of ordinary shares of RM1.00 each in the Company’s issued and paid-up
ordinary share capital through Bursa Securities, provided that:-
98
(a)
the aggregate number of ordinary shares purchased and/or held by the Company as treasury
shares shall not exceed ten per centum (10%) of the existing issued and paid-up ordinary share
capital of the Company;
(b)
the funds allocated by the Company for the purpose of purchasing its shares shall not exceed
the total retained profits available for dividend and share premium account of the Company;
and
(c)
the authority conferred by this resolution shall continue to be in force until:(i)
the conclusion of the next AGM of the Company following the general meeting at which
such resolution was passed at which time it shall lapse unless by ordinary resolution
passed at that meeting, the authority is renewed, either unconditionally or subject to
conditions;
(ii)
the expiration of the period within which the next AGM after that date is required by law to
be held; or
(iii)
revoked or varied by ordinary resolution passed by the shareholders of the Company in
general meeting,
Annual Report 2007
whichever is earlier,
AND THAT the Directors of the Company be and are hereby authorised to deal with the shares purchased
in their absolute discretion in the following manner:(i)
cancel all the shares so purchased; and/or
(ii)
retain the shares so purchased in treasury for distribution as dividend to the shareholders and/or
resell on the market of Bursa Securities; and/or
(iii)
retain part thereof as treasury shares and cancel the remainder.
AND FURTHER THAT the Directors of the Company be and are hereby authorised to take all such steps
as are necessary and/or enter into any and all agreements, arrangements and guarantees with any
party or parties to implement, finalise and give full effect to the aforesaid purchase with full powers to
assent to any conditions, modifications, revaluations, variations and/or amendments (if any) as may be
imposed by the relevant authorities from time to time to implement or to effect the purchase of its own
shares.”
RESOLUTION 9
Special Resolution
- Proposed Amendments to the Articles of Association of the Company
“THAT the proposed amendments, modifications, additions or deletions to the Articles of Association of
the Company as set out in Appendix I attached to the 2007 Annual Report be and are hereby approved
and adopted AND THAT, the Board of Directors be and is hereby authorised to give effect to the said
amendments, modifications, additions or deletions.”
Resolution 10
7.
To transact any other ordinary business of which due notice has been given in accordance with the
Companies Act, 1965.
By Order of the Board
Chua Siew Chuan (MAICSA 0777689)
Mak Chooi Peng (MAICSA 7017931)
Company Secretaries
Dated: 27 August 2007
99
Annual Report 2007
Explanatory Notes to Special Business:1.
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965
The proposed adoption of Ordinary Resolution 1 is primarily to give flexibility to the Board of Directors to
allot and issue shares in the Company, up to an amount not exceeding in total 10% of the issued share
capital of the Company, any time in their absolute discretion without convening a general meeting.
2.
Proposed renewal of authority for Share-Buy Back
The proposed adoption of Ordinary Resolution 2 will allow the Board of Directors to exercise the power
of the Company to purchase its own shares, up to 10% of the issued and paid-up share capital of the
Company, at any time within the time period stipulated in the Listing Requirements of Bursa Malaysia
Securities Berhad.
3.
Proposed Amendments to the Articles of Association of the Company
The proposed adoption of the Special Resolution will bring the Company’s Articles of Association in line
with the amendments made to the Listing Requirements of Bursa Malaysia Securities Berhad, where
applicable, and to enhance administrative efficiency.
Notes:
1.
A member shall be entitled to attend and vote at this meeting is entitled to appoint a person who is not
a member as his proxy.
2.
A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same
general meeting.
3.
Where a member appoints two (2) proxies, the appointments shall be invalid unless he specifies the
proportions of his shareholding to be represented by each proxy.
4.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at Lot
10449, Jalan Nenas, Batu 4½, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan not less than 48
hours before the time for holding the meeting or at any adjournment thereof.
5.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney
duly authorised in writing or if such appointor is a corporation, under its common seal or under the hand
of the attorney duly authorised.
100
Annual Report 2007
STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL
GENERAL MEETING
The Directors standing for re-appointment and re-election at the Twentieth Annual General Meeting of the
Company are as follows:Name of Director
Details of Individual Director and
other Disclosure Requirements
(Section 129(6) of the Companies Act, 1965)
Refer to page 5 of the Annual Report
(Section 129(6) of the Companies Act, 1965)
Ng Chin Huat
(Article 122 of the Company’s Articles of Association)
Ong See Seng
(Article 122 of the Company’s Articles of Association)
101
Annual Report 2007
S HA R E BUY-BACK STATEM ENT
Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 12.06[2(a)] of the
Listing Requirements of Bursa Malaysia Securities Berhad
1.
Disclaimer Statement
Bursa Malaysia Securities Berhad (“Bursa Securities”) has not perused the Share Buy-Back Statement
(“Statement”) prior to its issuance as it is an exempt document. Bursa Securities takes no responsibility
for the contents of this Statement, makes no representation as to its accuracy or completeness and
expressly disclaims any liability, whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this Statement.
2.
Rationale for renewal of authority from the shareholders of the Company to enable the Company
to purchase and/or hold up to ten percent (10%) of its issued and paid-up share capital pursuant
to Section 67A of the Companies Act, 1965 (“Proposed Renewal of Authority for Share BuyBack”)
The Proposed Renewal of Authority for Share Buy-Back, if exercised, is expected to potentially benefit
the Company and its shareholders in the following manners:-
3.
(a)
Depending on the effective cost of funding of the shares to be purchased, the earnings per share
of the Group may be enhanced (in the case where the shares so purchased are cancelled), and
thereby long term investors are expected to enjoy a corresponding increase in the value of their
investments in the Company;
(b)
If the purchased shares are kept as treasury shares, the treasury shares may be realised with
potential gain without affecting the total issued and paid-up share capital of the Company.
Alternatively, the purchased shares can be distributed as share dividends to reward the
shareholders of the Company; and
(c)
The Company may be able to stabilize the supply and demand of its shares in the open market
and thereby supporting its fundamental value.
Retained Profits and Share Premium
Based on the Audited Financial Statements of the Company for the financial year ended 31 March
2007, the retained profits and share premium account of the Company stood at RM9,747,819 and
RM8,693,483 respectively.
4.
Source of Funds
The amount allocated for the share buy-back will be financed by internally generated funds and/or
bank borrowings, the proportion of which will depend on the quantum of the purchase consideration
as well as the availability of internally generated funds and the repayment capability of the Company,
if financed by bank borrowings, at the date(s) of the purchase(s).
In the event that the Company decides to utilise external borrowings to finance the share buy-back, there
will be a decline in its net cashflow to the extent of the interest cost associated with such borrowings.
However, the Board of Directors does not foresee any difficulty in servicing the interest and repayment
of borrowings used for the share buy-back, if any.
102
Annual Report 2007
5.
Direct and Indirect Interests of the Directors and Substantial Shareholders in the Proposed
Renewal of Authority for Share Buy-Back
Save for the inadvertent proportionate increase in the percentage shareholdings and/or voting rights of
the shareholders of the Company as a consequence of the share buy-back, none of the Directors and/
or substantial shareholders nor persons connected with the Directors and/or substantial shareholders
of the Company have any interest, direct or indirect, in the Proposed Renewal of Authority for Share
Buy-Back and the proposed resale of treasury shares, if any.
As such, none of the Directors and/or substantial shareholders nor persons connected with them need
to abstain from voting in respect of their direct and indirect shareholdings on the ordinary resolution
approving the Proposed Renewal of Authority for Share Buy-Back.
The effects of the proposed share buy-back on the shareholdings of the Directors and substantial
shareholders as at 10 August 2007 are set out below based on the following assumptions:(a)
the proposed share buy-back is implemented in full, i.e. up to 10% of the enlarged issued and
paid-up share capital or 5,904,133 of the Company’s shares are purchased;
(b)
the outstanding Warrants of the Company are fully exercised; and
(c)
the shares so purchased are from shareholders other than the substantial shareholders and
Directors of the Company.
Directors
Tan Sri Datuk
Arshad Bin Ayub
Before Proposed Share Buy-Back
Direct
Indirect
No. of
No. of
shares
%
shares
%
2,044,039
4.03
5,078,125@
-
-
18,854,997#
37.18
6,025,000
11.88
12,000
YB Dato’ Hj. Tajuddin
Bin Abdul Rahman
After Proposed Share Buy-Back
Direct
Indirect
No. of
No. of
shares
%
shares
%
3.85
5,078,125 @
9.56
-
-
18,854,997#
35.48
12,829,997#
25.30 6,025,000
11.34
12,829,997#
24.14
0.02
18,842,997#
37.16
12,000
0.02
18,842,997#
35.46
-
-
-
-
-
-
-
-
Harbhajan Singh
a/l Ujagar Singh
-
-
-
-
-
-
-
-
Ong See Seng
-
-
-
-
-
-
-
-
Dato’ Khor Ah Hua
@ Khor Choo Fong
-
-
-
-
-
-
-
-
Lim Kim Meng
-
-
-
-
-
-
-
-
*Dato’ Ng Tiong
Seng
*Ng Chin Huat
*Sia Kim Kiat
10.01 2,044,039
103
Annual Report 2007
Directors
*Ng Tiong Seng
Corporation
Sdn. Bhd.
Before Proposed Share Buy-Back
Direct
Indirect
No. of
No. of
shares
%
shares
%
After Proposed Share Buy-Back
Direct
Indirect
No. of
No. of
shares
%
shares
%
12,817,997
25.28
-
- 12,817,997
24.12
-
-
*Perak Corporation 11,666,667
Berhad
23.01
-
- 11,666,667
21.96
-
-
Zalaraz Sdn. Bhd.
5,078,125
10.01
-
- 5,078,125
9.56
-
-
Tan Sri Datuk
Arshad Bin Ayub
2,044,039
4.03
5,078,125@
10.01 2,044,039
3.85
5,078,125 @
9.56
-
-
18,854,997#
37.18
-
-
18,854,997#
35.48
6,025,000
11.88
12,829,997#
25.30 6,025,000
11.34
12,829,997#
24.14
12,000
0.02
18,842,997#
37.16
12,000
0.02
18,842,997#
35.46
Datin Low Wee Chin
-
-
18,854,997#
37.18
-
-
18,854,997#
35.48
Datin Chan Lai Har
-
-
18,854,997#
37.18
-
-
18,854,997#
35.48
Dato’ Ng Chin
Heng
-
- 18,854,997#
37.18
-
- 18,854,997#
35.48
Ng Chin Hoong
-
- 18,854,997#
37.18
-
- 18,854,997#
35.48
Ng Chin Loong
-
- 18,854,997#
37.18
-
- 18,854,997#
35.48
Ng Siew Leng
-
- 18,854,997#
37.18
-
- 18,854,997#
35.48
Yeap Bee Ling
90,000
0.18 18,854,997#
37.18
90,000
0.17 18,854,997#
35.48
*Dato’ Ng Tiong
Seng
*Ng Chin Huat
*Sia Kim Kiat
Notes:
@
Deemed interest by virtue of his interest in Zalaraz Sdn. Bhd.
#
Deemed interest by virtue of his/her interest in Ng Tiong Seng Corporation Sdn. Bhd. and persons
connected
6.
Potential Advantages and Disadvantages of the Proposed Renewal of Authority for Share BuyBack
The potential advantages of the Proposed Renewal of Authority for Share Buy-Back to the Company
and its shareholders are stated in Section 2 above.
104
Annual Report 2007
The potential disadvantages of the Proposed Renewal of Authority for Share Buy-Back to the Company
and its shareholders are as follows:(a)
the amount of financial resources available for distribution to the shareholders of the Company
will decline and this may result in the Group having to forego feasible investment opportunities
that may emerge in the future; and
(b)
the working capital of the Company will be affected as the share buy-back will reduce the
Company’s cashflow, the quantum depending on the number of shares purchased and their
corresponding purchase price(s).
The Proposed Renewal of Authority for Share Buy-Back is not expected to have any potential material
disadvantages to the Company and its shareholders, as it will be exercised only after in depth
consideration of the financial resources of the Company and of the resultant impact on its shareholders.
The Board of Directors in exercising any decision on the share buy-back will be mindful of the interest
of the Company and its shareholders.
7.
Financial Effects of the Proposed Renewal of Authority for Share Buy-Back
On the assumption that the share buy-back is carried out in full, the effects of the Proposed Renewal
of Authority for Share Buy-Back on the share capital, net asset (NA) per share, working capital and
earnings per share (EPS) of the Company are set out below:(a)
On Share Capital
The effect of the share buy-back on the share capital of the Company will depend on the intention
of the Board of Directors with regard to the purchased shares. As at 10 August 2007, the issued
and paid-up share capital of the Company is RM52,874,667 comprising 52,874,667 shares
(including 2,168,400 shares bought and retained as treasury shares).
Assuming that the Company’s Warrants are fully exercised, the enlarged issued and paid-up
share capital of the Company will be RM59,041,334 comprising 59,041,334 shares. Further
assuming that the maximum number of shares that could be acquired pursuant to the Proposed
Renewal of Authority for Share Buy-Back is purchased, i.e. 5,904,133 shares, and that the
shares so purchased are subsequently cancelled, the Proposed Renewal of Authority for Share
Buy-Back will result in a reduction in the issued and paid-up share capital of the Company to
RM53,137,201.
If the shares so purchased are retained as treasury shares, the issued and paid-up share capital
of the Company will not be reduced but the rights attaching to the treasury shares as to voting,
dividends and participation in other distributions or otherwise will be suspended. While these
shares remain as treasury shares, the Companies Act, 1965 prohibits the taking into account of
such shares in calculating the number of percentage of shares in the Company for a purpose
whatsoever including substantial shareholdings, takeovers, notices, requisitioning of meetings,
quorum for meetings and the result of votes on resolutions.
105
Annual Report 2007
(b)
On NA
The effect of the proposed share buy-back on the NA per share of the Company is dependent
on the number of shares purchased, purchase price of the shares, the funding cost, if any, and
the subsequent treatment of the shares so purchased.
If all the shares purchased are cancelled, the proposed share buy-back is likely to reduce the NA
per share of the Group if the purchase price exceeds the audited NA per share of the Group at
the time of purchase and conversely, will increase the NA per share of the Group if the purchase
price is less than the audited NA per share of the Group at the time of purchase.
For shares so purchased, which are kept as treasury shares, upon its resale, the NA of the Group
may be affected depending on the actual selling price of the treasury shares and the actual
number of treasury shares resold.
(c)
On Working Capital
The proposed share buy-back will reduce the working capital of the Group, the quantum of which
depends on, amongst others, the number of shares eventually purchased and the purchase
price of the shares.
(d)
On EPS
Depending on the number of shares purchased and purchase price of shares and the effective
cost as well as the opportunity cost of funding the shares, the proposed share buy-back may
increase the EPS of the Group. Similarly, on the assumption that the shares so purchased are
treated as treasury shares, the extent of the effect of the earnings of the Group will depend
on the actual selling price, the number of treasury shares resold and the effective gain or interest
savings arising.
Any cancellation of shares so purchased is expected to give rise to increased EPS to the
Company and the Group due to the reduced number of shares in issue.
(e)
On Dividends
For the financial year ended 31 March 2007, the Board of Directors of the Company has not
recommended any dividend.
Assuming the proposed share buy-back is implemented in full, dividends would be paid on the
remaining issued and paid-up share capital of the Company. The proposed share buy-back may
have an impact on the Company’s dividend policy as it would reduce the cash available, which
may otherwise be used for dividend payments. Nonetheless, the treasury shares purchased may
be distributed as dividends to shareholders of the Company, if the Company so decides.
106
Annual Report 2007
(f)
On Shareholdings
The effect of the proposed share buy-back on the percentage of shareholdings of the Directors
and substantial shareholders of the Company would depend on the timing of the purchase,
the number of shares purchased, if any, and their actual shareholdings at the time of such
purchase.
Please refer to Section 5 above for further details on the shareholding structure of Directors and
substantial shareholders of the Company.
8.
Implication Under the Malaysian Code on Take-Overs and Mergers 1998 (the “Code”)
Under the Code, a director and any person acting in concert with him or a relevant shareholder will
be required to make a mandatory general offer for the remaining ordinary shares of the Company not
already owned by him/them if his/their stake in the Company is increased beyond thirty-three (33%)
or if his/their existing shareholding is between thirty-three percent (33%) and fifty percent (50%) and
exceeds by another two percent (2%) in any six (6) months period.
The proposed share buy-back, if carried out in full by the Company, may result in the shareholdings of
the substantial shareholders and/or parties acting in concert as indicated with an * in the Table under
Section 5 above, to increase by more than 2% within six months period and thus triggering the Code.
In the event the number of shares bought back subsequent to the date of this Statement resulted in the
said substantial shareholders and/or parties acting in concert triggering the Code, such substantial
shareholders and/or parties acting in concert may consider seeking an exemption under Practice Note
2.9.10 of the Code.
9.
Purchase, Resale and Cancellation of shares made in the previous twelve (12) months
The Company has not made any purchase or resale or cancellation of any of its own shares in the past
twelve (12) months.
The total number of shares retained as treasury shares as at the date of this Statement therefore
remained at 2,168,400 shares.
10.
Public Shareholding Spread
As at 10 August 2007, the public shareholding spread of the Company was 24.71 %.
The Company has been granted an extension of time of three (3) months by Bursa Malaysia Securities
Berhad to comply with the public shareholding spread as required under Paragraph 8.15(1) of Bursa
Malaysia Securities Berhad Listing Requirements. The said extension of time will expire on 21 September
2007.
The Board is mindful of the shareholding spread requirement and will continue to be mindful of the
requirement when making any purchase of shares by the Company.
107
Annual Report 2007
11.
Directors’ Statement
This Statement has been seen and approved by the Board of Directors and they individually and
collectively accept full responsibility for the accuracy of the information given in this Statement and
confirm that, after making all reasonable enquiries, to the best of their knowledge and belief, there are
no other facts the omission of which would make any statement herein misleading.
Having considered all aspects of the proposed share buy-back, the Board of Directors is of the opinion
that the Proposed Renewal of Authority for Share Buy-Back is fair, reasonable and in the best interest
of the Company
12.
Directors’ Recommendation
The Board of Directors recommends that you vote in favour of the Ordinary Resolution for the Proposed
Renewal of Authority for Share Buy-Back to be tabled at the forthcoming AGM.
13.
Other Information
There is no other information concerning the Proposed Renewal of Authority for Share Buy-Back
as shareholders and their professional advisers would reasonably require and expect to find in this
Statement for the purpose of making informed assessment as to the merits of approving the Proposed
Renewal of Authority for Share Buy-Back and the extent of the risks involved in doing so.
108
Annual Report 2007
PROPOSED AMENDMENTS TO THE ARTICLES
OF ASSOCIATION OF THE COMPANY
APPENDIX I
The existing Articles of Association of the Company are amended by the alteration, modifications, deletion
and/or additions, wherever necessary, whereby the affected existing Articles are reproduced here with the
Proposed Amendments to the Articles of Association of the Company, in bold, alongside it:Article
No.
1
Article
No.
Existing Articles
Interpretation
1
Proposed Articles
Interpretation
In these Articles unless there be something
in the subject or context inconsistent
therewith:-
In these Articles unless there be something
in the subject or context inconsistent
therewith:-
“Approved Market Place” means a stock
exchange which is specified to be an
approved market place in the Securities
Industry (Central Depositories) Exemption
Order (No. 2), 1998.
Deleted.
“Central Depository” means the Malaysian
Central Depository Sdn. Bhd.
“Depository” means
Depository Sdn. Bhd.
Bursa
Malaysia
“Company”
means
INTERNATIONAL (M) BHD.
“Company”
means
Corporation Berhad.
Asia
Brands
AUDREY
“Depositor” means a holder of a Securities
Account.
“Depositor” means a holder of a Securities
Account established by the Depository.
“Deposited Securities” means a security
with the Company standing to the credit of
a Securities Account of a Depositor subject
to the provisions of the Central Depositories
Act and/or the Rule.
“Deposited Securities” shall have the
meaning given in section 2 of the Central
Depositories Act.
“the Exchange” means the Kuala Lumpur
Stock Exchange.
“the Exchange” means Bursa Malaysia
Securities Berhad.
“Market Day” means any day between
Monday and Friday which is not a market
holiday or a public holiday.
“Market Day” means a day on which the
stock market of the Exchange is open for
trading in securities.
“Member” or “Shareholder” means any
person for the time being holding shares
in the Company and whose names appear
in the Register (except the Malaysian
Central Depository Nominees Sdn. Bhd.)
including a depositor whose name appears
in the Record of Depositors and “Members”
or “Shareholders” shall be construed
accordingly.
“Member” or “Shareholder” means a
Depositor who shall be treated as if he
were a member pursuant to section 35 of
the Central Depositories Act but excludes
the Depository in its capacity as a bare
trustee.
109
Annual Report 2007
Article
No.
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
“Record of Depositors” means a record
provided by the Central Depository to the
Company under Chapter 24.0 of the Rules
of the Central Depository.
“Record of Depositors” means a record
provided by the Depository to the Company
under chapter 24.0 of the Rules.
“Rules” means the Rules of the Central
Depository.
“Rules” means the Rules of the Depository
and shall have the meaning given in
section 2 of the Central Depositories Act.
“Securities Account” means an account
established by the Central Depository for
a Depositor for the recording of deposit
of securities and for dealing in Deposited
Security by the Depositor as permitted under
the Central Depositories Act and/or Rule.
“Securities Account” means an account
established by the Depository for a
Depositor for the recording of deposit of
securities and for dealing in such securities
by the Depositor.
The name of the Company “Audrey International (M) Bhd”, wherever it appears in the Articles of Association,
shall be replaced with the name “Asia Brands Corporation Berhad”.
The term “Central Depository”, wherever it appears in the Articles of Association, shall be replaced with the
term “Depository”.
The term “Kuala Lumpur Stock Exchange”, wherever it appears in the Articles of Association, shall be replaced
with the term “Bursa Malaysia Securities Berhad”.
The term “Malaysian Central Depository Nominees Sdn. Bhd.”, wherever it appears in the Articles of
Association, shall be replaced with the term “Bursa Malaysia Depository Nominees Sdn. Bhd.”.
Article
No.
6(c)
110
Existing Articles
no Director shall participate in any issue of
Shares to employees unless the Members
in general meeting shall have approved of
the specific allotment to be made to such
Director and unless he holds office in an
executive capacity. PROVIDED THAT a
Director not holding office in a executive
capacity may so participate in an issue of
Shares pursuant to a public offer or a public
issue; and
Article
No.
6(c)
Proposed Articles
every issue of Shares or options to
employees and/or Directors of the
Company shall be approved by the
Members in general meeting and such
approval shall specifically detail the
amount of Shares or options to be issued
to each Director; and
Annual Report 2007
Article
No.
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
7(a)
The Company shall have power to issue
preference shares carrying, a right to
redemption out of profits or liable to be
redeemed at the option of the Company or to
issue preference capital ranking equally with
or in priority to preference shares already
issued and the Directors may, subject to the
provisions of the Act, redeem such shares on
such terms and in such manner and either at
par or at a premium as they may think fit.
PROVIDED THAT the total nominal value of
issued preference shares shall not exceed
the total nominal value of the issued ordinary
shares at any time.
7(a)
The Company shall have power to issue
preference shares carrying, a right to
redemption out of profits or liable to be
redeemed at the option of the Company or to
issue preference capital ranking equally with
or in priority to preference shares already
issued and the Directors may, subject to the
provisions of the Act, redeem such Shares on
such terms and in such manner and either at
par or at a premium as they may think fit.
7(c)
The holder of a preference share must be
entitled to a return of capital in preference
to holders of ordinary shares when the
Company is wound up.
7(c)
Deleted.
13
Subject to the provisions of the Act, the
Central Depositories Act and the Rules, the
Company shall allot and/or issue securities,
dispatch notices of allotment of securities
to the successful applicants or allottees or
the employees of the Company and make
an application for the quotation of such
securities:-
13
Deleted.
(a) within 15 market days of the final
applications date for a public issue; or
(b) within 15 market days of the final
applications closing date for a rights
issue; or
(c ) within 10 market days of the books
closing date for a bonus issue; or
(d) within 10 market days of the date of
receipt of a notice of the exercise of
the option together with the requisite
payment in respect of share scheme for
employees; or
such other period as may be prescribed by
the Exchange.
36(b)
give notice of any intention to fix a books
closing date and the reason therefore,
stating the books closing date, which shall
be at least 12 clear market days after the
date of announcement to the Exchange;
36(b)
give notice of any intention to fix a books
closing date and the reason therefore, stating
the books closing date, which notice shall
be in accordance with the requirements
of the Exchange;
111
Annual Report 2007
Article
No.
37 (1)
Existing Articles
Where:-
Article
No.
36 (1)
APPENDIX I
Proposed Articles
Where:-
(a) the securities of the Company are listed
on an Approved Market Place; and
(a) the Securities of the Company are listed
on another stock exchange; and
(b) such company is exempted from
compliance with section 14 of
the
Securities
Industry
(Central
Depositories) Act 1991 or section 29
of the Securities Industry (Central
Depositories)(Amendment) Act 1998, as
the case may be, under the Rules of the
Central Depository in respect of such
securities;
(b) the Company is exempted from
compliance with section 14 of the
Central Depositories Act or section
29 of the Securities Industry (Central
Depositories) (Amendment) Act 1998,
as the case may be, under the Rules in
respect of such Securities;
such company shall, upon request of a
securities holder, permit a transmission of
securities held by such securities holder
from the register of holders maintained by the
registrar of the Company in the jurisdiction
of the Approved Market Place (hereinafter
referred to as “the Foreign Register”), to the
register of holders maintained by the registrar
of the Company in Malaysia (hereinafter
referred to as “the Malaysian Register”)
provided that there shall be no change in the
ownership of such securities.
the Company shall, upon request of a
Securities holder, permit a transmission of
securities held by such Securities holder
from the register of holders maintained by the
registrar of the Company in the jurisdiction
of the other stock exchange to the register
of holders maintained by the registrar of
the Company in Malaysia and vice versa
provided that there shall be no change in the
ownership of such Securities.
(2)
For the avoidance of doubt, no company
which
fulfils
the
requirements
of
subparagraphs (1)(a) and (b) above shall
allow any transmission of securities from the
Malaysian Register into the Foreign Register.
(2)
Deleted.
56
The Company may from time to time, by
ordinary resolution passed at a general
meeting of the Company, whether all the
Shares for the time being authorised shall
have been issued or all the Shares for the
time being issued shall have been fully called
up or not increase its capital by the creation
and issue of new Shares, such aggregate
increase to be of such amount and to be
divided into Shares of such respective
amounts as the Company in such general
meeting directs and the Company may in
such general meeting direct that new Shares
or any of them may have such preference or
priority over the then existing Shares of the
56
The Company may from time to time, by
ordinary resolution passed at a general
meeting of the Company, whether all the
Shares for the time being authorised shall
have been issued or all the Shares for the
time being issued shall have been fully called
up or not increase its capital by the creation
and issue of new Shares, such aggregate
increase to be of such amount and to be
divided into Shares of such respective
amounts as the Company in such general
meeting directs and the Company may in
such general meeting direct that new Shares
or any of them may have such preference or
priority over the then existing Shares of the
112
Annual Report 2007
Article
No.
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
Company and that such rights and privileges
be different from those of such existing
Shares as they may think fit.
Company and that such rights and privileges
be different from those of such existing
Shares as they may think fit, provided always
that the total nominal value of the issued
preference shares, if any, shall not exceed
the total nominal value of the issued ordinary
shares at any time.
75(a)
The notices convening meetings shall specify
the place, day and hour of the meeting, and
shall be given to all shareholders at least
14 days before the meeting or at least 21
days before the meeting where any special
resolution is to be proposed or where it is
an annual general meeting. Any notice of a
meeting called to consider special business
shall be accompanied by a statement
regarding the effect of any proposed
resolution in respect of such special business.
At least 14 days’ notice or 21 days’ notice
in the case where any special resolution is
proposed or where it is the annual general
meeting, of every such meeting shall be
given by advertisement in the daily press
and in writing to each stock exchange upon
which the company is listed.
75(a)
The notices convening meetings shall specify
the place, day and hour of the meeting,
and shall be given to all shareholders at
least 14 days before the meeting or at
least 21 days before the meeting where
any special resolution is to be proposed
or where it is an annual general meeting.
Any notice of a meeting called to consider
special business shall be accompanied
by a statement regarding the effect of any
proposed resolution in respect of such
special business. At least 14 days’ notice
or 21 days’ notice in the case where any
special resolution is proposed or where it is
the annual general meeting, of every such
meeting shall be given by advertisement
in at least 1 nationally circulated Bahasa
Malaysia or English daily newspaper and
in writing to each stock exchange upon
which the Company is listed.
75(c)
The Company shall also request the Central
Depository in accordance with the Rules of
the Central Depository, to issue a Record
of Depositors, as at a date not less than 3
market days before the general meeting
(hereinafter referred to as “the General
Meeting Record of Depositors”).
75(c)
The Company shall also request the
Depository in accordance with the Rules,
to issue a Record of Depositors, as at the
latest date which is reasonably practicable
which shall in any event be not less than
3 market days before the general meeting
(hereinafter referred to as “the General
Meeting Record of Depositors”).
76(b)
Notwithstanding the foregoing, at least
twenty-one (21) days’ notice of every general
meeting shall be given by advertisement in
the daily press and in writing to the Exchange,
after the Shares are listed.
76(b)
Deleted.
113
Annual Report 2007
Article
No.
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
92
On a show of hands every Member present
in person or by proxy shall have one (1) vote
and upon a poll every Member present in
person or by proxy or by a duly authorized
representative and entitled to vote shall
have one vote for every Share held by such
Member.
92
On a show of hands every Member present
in person or by proxy shall have one (1) vote
for each ordinary or preference shares he
holds and upon a poll every Member present
in person or by proxy or by a duly authorized
representative and entitled to vote shall have
one vote for each ordinary or preference
shares he holds.
103
All the Directors of the Company shall be
natural persons. No person shall be eligible as
a Director who is an undischarged bankrupt
or prohibited from being a Director by reason
of any order made under Section 130 or
Section 304 of the Companies Act, 1965. The
first directors of the Company are NG TIONG
SENG, NG TIONG LENG @ NG NGEE, HSIAO
TING-CHIA and CHEN CHUNG-YA.
103
No person shall be eligible as a Director who
is an undischarged bankrupt or prohibited
from being a Director by reason of any order
made under Section 130 or Section 304 of
the Act. The first Directors of the Company
are NG TIONG SENG, NG TIONG LENG @
NG NGEE, HSIAO TING-CHIA and CHEN
CHUNG-YA.
104A
Unless otherwise determined by the
Company in general meeting, at least two
(2) directors or one-third of the Board of
directors, whichever is higher, shall be
Independent Directors. If the number of
directors is not 3 or multiple of 3, then the
number nearest one-third shall be used
for purposes of determining the requisite
number of Independent Directors.
113
The Directors may from time to time
appoint one or more of their body to be
Managing Director or Deputy Managing
Director at such remuneration and upon
such terms as to the duties to be performed,
the powers to be exercised and all other
matters as they think fit provided that no
Managing Director may be appointed for
a fixed term exceeding three (3) years
and that no Managing Director or Deputy
Managing Director shall be invested with
any powers or entrusted with any duties
which the Directors themselves could
not have exercised or performed. The
remuneration of a Managing Director or
Deputy Managing Director may be by way
of salary or commission or participation
in profits, or by any or all of those
modes, and it may be made a term of his
appointment that he be paid a pension or
gratuity on retirement from his office.
104A
113
114
None.
The Directors may from time to time appoint
any one or more of their body to be Managing
Director(s) for such period and upon such
terms as they think fit an may vest in such
Managing Director(s) such of the powers
hereby vested in the Directors generally as
they may think fit. Where an appointment is
for a fixed term such term shall not exceed
five (5) years.
Annual Report 2007
Article
No.
120A
121
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
None.
120A
All cheques, promissory notes, drafts,
bills of exchange, and other negotiable
instruments, and all receipts for money
paid to the Company, shall be signed,
drawn accepted, endorsed, or otherwise
executed, as the case may be, in such
manner as the Directors from time to time
determine.
The office of a Director shall be vacated
subject as otherwise provided and to the
terms of any subsisting agreement:-
121
The office of a Director shall be vacated
subject as otherwise provided and to the
terms of any subsisting agreement:-
(a) If a receiving order is made against
him or he makes any arrangement or
composition with his creditors;
(a) If a receiving order is made against
him or he makes any arrangement or
composition with his creditors during
his term of office;
b) If he becomes prohibited from being a
Director by reason of any order made
under Section 130 or Section 304 of the
Act;
(b) If he becomes prohibited from being a
Director by reason of any order made
under Section 130 or Section 304 of the
Act;
(c) If he is absent from more than 50% of the
total board of directors’ meetings held
during a financial year;
(c) Deleted.
(d) If he is found a lunatic or becomes of
unsound mind;
(d) If he is found a lunatic or becomes
of unsound mind during his term of
office;
(e) If he be convicted of an indictable
offence;
(e) If he be convicted of an indictable
offence;
(f) If by notice in writing given to the
Company, he resigns his office;
(f) If by notice in writing given to the
Company, he resigns his office;
(g) If he is removed by a resolution of the
Company in general meeting and in the
case of an alternate or substitute Director
by a resolution of the Board;
(g) If he is removed by a resolution of the
Company in general meeting and in the
case of an alternate or substitute Director
by a resolution of the Board.
115
Annual Report 2007
Article
No.
129A
Existing Articles
None.
Article
No.
129A(1)
APPENDIX I
Proposed Articles
For the purpose of Article 129, and subject
to the laws for the time being in force in
this jurisdiction the contemporaneous
linking together by an instantaneous
telecommunication device of a number of
directors no less than the quorum required by
Article 131, whether or not any one or more of
the directors is out of Malaysia, is deemed to
constitute a meeting of the directors and all
provisions of these Articles as to meetings of
the directors will apply to such meeting held
by instantaneous telecommunication device
so long as the following conditions are met:(a) all the directors shall have received
notice of a meeting by instantaneous
telecommunication device for the
purpose of such meeting. Notice of
any such meeting will be given on
the instantaneous telecommunication
device or in any other manner permitted
by these Articles;
(b) each of the directors taking part in
the meeting by the instantaneous
telecommunication device must be
able to hear and/or see each of the
other directors taking part at the
commencement and for the duration of
the meeting;
(c) at the commencement of the meeting
each director must acknowledge his
presence for the purpose of the meeting
to all of the other directors taking part.
(2)
116
A director may not leave the meeting
by
disconnecting
his
instantaneous
telecommunication device unless he has
previously obtained the express consent of
the chairman of the meeting and a director
will be conclusively presumed to have been
present and to have formed part of the
quorum at all times during the meeting by
instantaneous telecommunication device
unless he has previously obtained the
express consent of the chairman of the
meeting to leave the meeting.
Annual Report 2007
Article
No.
Existing Articles
Article
No.
APPENDIX I
Proposed Articles
(3)
Minutes of the proceedings at a Board
of Directors’ meeting by instantaneous
telecommunication device will be sufficient
evidence of such proceedings and of the
observance of all necessary formalities if
certified as correct minutes by the chairman
of the meeting.
(4)
For the purpose of Article 129A,
“instantaneous telecommunication device”
means any telecommunication conferencing
device with or without visual capacity.
142
The Secretary shall, in accordance with the Act
be appointed by the Directors for such term, at
such remuneration, and upon such conditions
as they may think fit, and any secretary so
appointed may be removed by them.
142
Deleted.
148
Unless otherwise directed, any dividend or
bonus may be paid by cheque or warrant
sent by ordinary post to the registered
address of that one whose name appears in
the Record of Depositors on the specific date
determined by the Directors in accordance
with the relevant authorities for the time
being in force and the Company shall not be
responsible for any loss arising therefrom.
148
Unless otherwise directed, any dividend or
bonus may be paid by way of direct transfer
by means of an electronic payment systems
upon terms and subject to conditions as
the Directors may stipulate or by cheque or
warrant sent by ordinary post to the registered
address of Members whose names appear in
the Record of Depositors on the specific date
determined by the Directors in accordance
with the relevant authorities for the time
being in force and the Company shall not be
responsible for any loss arising therefrom.
155(b)
A copy of every balance sheet and profit
and loss account which is to be laid before
the Company in general meeting (including
every document required by law to be
annexed thereto) and of the Directors’ report
shall not more than six (6) months after
the close of the financial year and not less
than fourteen (14) days before the date of
the meeting be sent to every Member and
every holder of debentures of the Company
and to every other person who is entitled to
receive notices from the Company under
the provisions of the Act, or of these Articles
PROVIDED THAT this Article shall not require
a copy of these documents to be sent to any
person of whose address the Company is
not aware, but any Member to whom a copy
of these documents has not been sent shall
be entitled to receive a copy free of charge
on application to the Office.
155(b)
A copy of every balance sheet and profit
and loss account which is to be laid before
the Company in general meeting (including
every document required by law to be
annexed thereto) and of the Directors’ report
shall not more than six (6) months after the
close of the financial year and not less than
twenty-one (21) days before the date of
the meeting be sent to every Member and
every holder of debentures of the Company
and to every other person who is entitled to
receive notices from the Company under
the provisions of the Act, or of these Articles
PROVIDED THAT this Article shall not require
a copy of these documents to be sent to any
person of whose address the Company is
not aware, but any Member to whom a copy
of these documents has not been sent shall
be entitled to receive a copy free of charge
on application to the Office.
117
Annual Report 2007
Article
No.
167A
Existing Articles
None.
Article
No.
167A
APPENDIX I
Proposed Articles
Notice of every general meeting shall be
given in any manner hereinbefore authorised
to:(i) every Member;
(ii) every person entitled to a share in
consequence of the death or bankruptcy
of a Member who but, for his death or
bankruptcy, would be entitled to receive
notice of the meeting;
(iii) the auditor for the time being of the
Company;
(iv) the Exchange; and
(v) Commission
No other person shall be entitled to receive
notices of general meetings.
172
118
The Company may by special resolution
amend the whole or any part of these Articles
subject to the prior written approval being
obtained from the Exchange.
172
These Articles have been drafted in a
manner to incorporate the requirements
of the relevant governing statutes,
regulations and guidelines. Without
prejudice to any provisions in the Act
or under these Articles pertaining to the
amendments of the Articles, in the event
the applicable provisions of any relevant
governing statutes, regulations and
guidelines are from time to time amended,
modified or varied, such amendments,
modifications or variations shall be
deemed inserted herein whereupon these
Articles shall be read and construed
subject to and in accordance with the
amended, modified or varied statutes,
regulations and guidelines. The Company
shall comply with the provisions of the
relevant governing statutes, regulations
and/or guidelines as may be amended,
modified or varied from time to time
and any other applicable directives or
requirements imposed by the relevant
stock exchange and/or any other regulatory
authorities, to the extent required by law,
notwithstanding any provisions in these
Articles to the contrary.
Annual Report 2007
NOTI CE OF NOMINATIO N O F AUDI TO RS
Lot 1282, Jalan Bukit Kemuning
Seksyen 32, 40460 Shah Alam
1 August 2007
The Board of Directors
Asia Brands Corporation Berhad
Lot 10449, Jalan Nenas , Batu 4½
Kampung Jawa, 41000 Klang
Dear Sirs,
NOTICE OF NOMINATION OF AUDITORS
We, the undersigned, being a registered holder of 12,817,997 ordinary shares of RM1/- each fully paid-up
in the capital of the Company, hereby nominate pursuant to Section 172(11) of the Companies Act, 1965
Messrs. Horwath for appointment as new Auditors of the Company in place of the retiring Auditors, Messrs.
Ernst & Young at the forthcoming Annual General Meeting.
Therefore, we propose that the following resolution be considered at the forthcoming Annual General
Meeting:“That Messrs Horwath be and are hereby appointed as Auditors of the Company in place of the retiring
Auditors, Messrs Ernst & Young to hold office until the conclusion of the next Annual General Meeting at a
remuneration to be agreed between the Directors and the Auditors.”
Yours faithfully
NG TIONG SENG CORPORATION SDN. BHD.
119
Annual Report 2007
This page has been intentionally left blank.
120
Annual Report 2007
P R OX Y F ORM
CDS Account No.
No. of Shares Held
I/We, ……………………………………………………………………… NRIC/Co. No. .………………….………………...……...
of………………………………………………………………………………………………………………..…….…....…………......
being a member/members of ASIA BRANDS CORPORATION BERHAD, hereby appoint …………………….………………
………………..……………..................………………………………. NRIC No. ………………………………………….……….
(FULL NAME IN BLOCK LETTERS)
of……………………………………………………………………………………...………………………...…..................…………
(FULL ADDRESS)
or failing whom, ……………………………………………….………. NRIC No. ………………...…............….....………………
(FULL NAME IN BLOCK LETTERS)
of……………………………………………...………………………………………………………………...…..................…………
(FULL ADDRESS)
or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Twentieth Annual
General Meeting of the Company to be held at the Registered Office of the Company at Lot 10449, Jalan Nenas, Batu
4½, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan on Wednesday, 19 September 2007 at 11.00 a.m. and at every
adjournment thereof for/against the resolutions to be proposed thereat.
Resolutions
For
Against
1. To receive the Audited Financial Statements for the financial year ended 31 March 2007
together with the Directors’ Report and Auditors’ Report thereon.
2. To approve the payment of Directors’ Fees for the financial year ended 31 March
2007.
3. To re-appoint Tan Sri Datuk Arshad bin Ayub pursuant to Section 129(6) of the Companies
Act, 1965.
4. To re-appoint Dato’ Ng Tiong Seng pursuant to Section 129(6) of the Companies Act,
1965.
5. To re-elect Ng Chin Huat, who retires pursuant to Article 122 of the Articles of Association
of the Company.
6. To re-elect Ong See Seng, who retires pursuant to Article 122 of the Articles of
Association of the Company.
7. To appoint Messrs. Horwath as Auditors of the Company until the conclusion of the next
Annual General Meeting and to authorize the Directors to fix their remuneration.
As Special Business
8. Ordinary Resolution - Authority to allot shares pursuant to Section 132D of the Companies
Act, 1965
9. Ordinary Resolution - Proposed renewal of authority for Share Buy-Back
10. Special Resolution - Proposed Amendments to the Articles of Association of the
Company
(Please indicate with an “X” in the space provided above on how you wish your vote to be cast. If you do not do so, the
proxy will vote or abstain from voting at his/her discretion.)
Dated this _______________day of _______________________2007
.............................................................
Signature of Member(s)
………………………………………….........
Affixation of Company’s Common Seal
(if applicable)
Notes:
1. A member shall be entitled to attend and vote at this meeting is entitled to appoint a person who is not a member as his proxy.
2. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the same general meeting.
3. Where a member appoints two (2) proxies, the appointments shall be invalid unless he specifies the proportions of his shareholding to be
represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Lot 10449, Jalan Nenas, Batu 4½,
Kampung Jawa, 41000 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting or at any adjournment
thereof.
5. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such
appointor is a corporation, under its common seal or under the hand of the attorney duly authorised.
121
STAMP
HERE
Lot 10449, Jalan Nenas, Batu 4 1/2
Kampung Jawa, 41000 Klang
Lot 10449, Jalan Nenas, Batu 4 1/2, Kampung Jawa, 41000 Klang, Selangor Darul Ehsan
Tel : (603) 5161 8822 (8 Lines) Fax : (603) 5161 2728
Website : www.audrey.com.my/www.anakku.com

2.59 MB - Asia Brands Berhad

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