TOMEI-AnnualReport2009

Transcription

S H I N I N G
B R I G H T ,
G R O W I N G
S T R O N G .
In the recent dimmed moments of the global economical
slow run, Tomei is proud to be standing strong and
shining bright as a premium brand in gold and jewellery.
Committed to continually excel in our products, services and
the quality management system, we will continue to strive
and provide the best in quality, design, services and value. CONTENTS
02
Financial Highlights
03
Corporate Information
04
Corporate Structure
06
Corporate Profile
08
Outlet Listing
12
International Brands and Awards
14
Profile of the Board of Directors
18
Chairman’s Statement
25
Calendar of Events
27
Statement on Corporate Governance
33
Audit Committee Report
37
Statement on Internal Control
40
Additional Compliance Information
43
Directors’ Responsibility Statement
44
Financial Statement
124
List of Properties
125
Shareholdings Analysis
127
Notice of Annual General Meeting
130
Statement Accompanying
Notice of Annual General Meeting
133
Proxy Form
QUALITY POLICY
Committed to continually excel in
our products, services and the quality
management system to achieve ‘Total
Customer Satisfaction’ with pride.
OUR MISSION
To establish TOMEI as a premium
brand in gold & jewellery, with
excellence in quality, design,
services and value.
TOME I CO NSO LI DA TED B ER HA D
(6 9 2 9 5 9 - W)
‘06 ‘07 ‘08 ‘09
0.60
40,000
0.40
20,000
0.20
18,239
15,174
12,307
1.02
Gross Dividend Per Share
Net Earnings Per Share
25.00
6.00
3.00
2.50
14.48
4.00
2.00
3.00
(Sen)
9.77
10.00
12.04
15.00
5.00
5.00
21.70
(Sen)
0.90
‘06 ‘07 ‘08 ‘09
‘06 ‘07 ‘08 ‘09
20.00
0.74
0.80
0.81
1.00
(RM)
113,001
101,710
93,791
(RM ‘ 000)
100,000
128,712
1.20
120,000
60,000
‘06 ‘07 ‘08 ‘09
Net Tangible Assets Per Share
140,000
80,000
26,393
5,000
Total shareholders' fund
FINANCIAL
HIGHLIGHTS
15,000
10,000
5,000
‘06 ‘07 ‘08 ‘09
02
(RM ‘ 000)
26,318
(RM ‘ 000)
10,000
20,000
5.00
50,000
20,000
16,214
100,000
25,000
15,000
138,291
150,000
289,414
200,000
25,000
21,160
30,000
30,000
30,298
300,000
300,890
35,000
250,000
Profit After Tax &
Minority Interest
Profit Before Tax
350,000
223,832
(RM ‘ 000)
Revenue
1.00
5.00
‘06 ‘07 ‘08 ‘09
‘06 ‘07 ‘08 ‘09
Financial Highlights
2006
2007
2008
2009
Revenue (RM ' 000)
138,291
223,832
289,414
300,890
Profit Before Tax (RM ' 000)
30,298
16,214
21,160
26,318
Profit After Tax & Minority Interest (RM ' 000)
26,393
12,307
15,174
18,239
Total shareholders' fund (RM ' 000)
93,791
101,710
113,001
128,712
Net Tangible Assets Per Share (RM)
Net Earnings Per Share (Sen)
Gross Dividend Per Share (Sen)
0.74
0.81
0.90
1.02
21.70
9.77
12.04
14.48
5.00
5.00
2.50
3.00
AN N U AL REPORT 2009
BOARD OF DIRECTOR
COMPANY SECRETARIES
Tan Sri Datuk Ng Teck Fong
Group Executive Chairman
Tan Enk Purn (MAICSA 7045521)
Teoh Kok Jong (LS 04719)
Datin Nonadiah Binti Abdullah
Independent Non-Executive Director
Raja Dato’ Seri Aman Bin Raja Haji Ahmad
Ng Yih Pyng
Group Managing Director
M Chareon Sae Tang @ Tan Whye Aun
Lau Tiang Hua
Ng Yih Chen
Group Executive Director
Ng Sheau Chyn
Ng Sheau Yuen
REGISTERED OFFICE
Level 18, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Tel
: 03-2264 8950
Fax
: 03-2282 2733
PRINCIPAL PLACE OF BUSINESS
8-1, Jalan 2/131A
Project Jaya Industrial Estate
Batu 6, Jalan Kelang Lama
58200 Kuala Lumpur
Tel
: 03-7784 8136
Fax
: 03-7784 8140
Website : www.tomei.com.my
Choong Chow Mooi
AUDITORS
AUDIT COMMITTEE
BDO (AF 0206)
12th Floor, Menara Uni.Asia
1008 Jalan Sultan Ismail
50250 Kuala Lumpur
Lau Tiang Hua
Chairman, Independent Non-Executive Director
REMUNERATION COMMITTEE
Lau Tiang Hua
Ng Yih Pyng
NOMINATION COMMITTEE
Lau Tiang Hua
Ng Yih Pyng
03
CORPORATE
INFORMATION
PRINCIPAL BANKERS
United Overseas Bank
(Malaysia) Berhad (271809-K)
Level 2, Menara UOB
Jalan Raja Laut
50350 Kuala Lumpur
RHB Bank Berhad (6171-M)
2nd Floor, 58-60 Jalan Bukit Bintang
55100 Kuala Lumpur
SHARE REGISTRAR
Bina Management (M) Sdn. Bhd.
Lot 10, The Highway Centre
Jalan 51/205
46050 Petaling Jaya
Selangor
(50164-V)
STOCK EXCHANGE LISTING
Main Market, Bursa Malaysia Securities Berhad
Stock Code 7230
Stock Name TOMEI
(6 9 2 9 5 9 - W)
TOMEI CONSOLIDATED BERHAD
100%
100%
100%
100%
100%
100%
70%
61%
(692959-W)
Tomei Gold & Jewellery Manufacturing Sdn. Bhd. (184348-V)
Yi Xing Goldsmith Sdn. Bhd. (164963-M)
Tomei Marketing Sdn. Bhd. (16772-K)
Tomei Retail Sdn. Bhd. (701040-P)
Tomei International Limited (1069099)
Wealthy Concept Limited (1159171)
Tomei TI Sdn. Bhd. (763238-K)
Gemas Precious Metals Industries Sdn. Bhd. (426096-W)
TOMEI RETAIL SDN. BHD.
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
99.99%
04
CORPORATE
STRUCTURE
(701040-P)
J&G Collections Sdn. Bhd. (380123-X)
TH Jewelry Sdn. Bhd. (590949-K)
My Diamond Sdn. Bhd. (555881-V)
Cindai Permata Sdn. Bhd. (586915-X)
Sinar Raya Trading Sdn. Bhd. (43485-K)
Le Lumiere Sdn. Bhd. (758734-W)
Tomei Gold & Jewellery Holdings (M) Sdn. Bhd. (33551-H)
Tomei Gold & Jewellery (MJ) Sdn. Bhd. (477070-V)
Tomei Gold & Jewellery Corp. (K.L) Sdn. Bhd. (73144-H)
Tomei Gold & Jewellery (WM) Sdn. Bhd. (526519-X)
Tomei Gold & Jewellery (SK) Sdn. Bhd. (548152-K)
Tomei Gold & Jewellery (RW) Sdn. Bhd. (597346-T)
Tomei Gold & Jewellery (P.T.) Sdn. Bhd. (636726-H)
Tomei Gold & Jewellery (JB) Sdn. Bhd. (648828-T)
Tomei Worldwide Franchise Sdn. Bhd. (649283-T)
Tomei Gold & Jewellery (B) Sdn. Bhd. (AGO/RC/6361/05) (under liquidation)
TOMEI GOLD & JEWELLERY HOLDINGS (M) SDN. BHD.
100%
100%
100%
100%
100%
100%
100%
100%
100%
Tomei
Tomei
Tomei
Tomei
Tomei
Tomei
Tomei
Tomei
Tomei
(33551-H)
Gold & Jewellery Corp. (KLCC) Sdn. Bhd. (41268-V)
Gold & Jewellery (MK) Sdn. Bhd. (559608-D)
Gold & Jewellery (TS) Sdn. Bhd. (69253-P)
Gold & Jewellery (K.P.) Sdn. Bhd. (559613-P)
Gold & Jewellery (B.U.) Sdn. Bhd. (479114-A)
Gold & Jewellery (M.V.) Sdn. Bhd. (480795-A)
Gold & Jewellery Corp. (Sunway) Sdn. Bhd. (401355-H)
Gold & Jewellery (Klang) Sdn. Bhd. (176665-W)
(Vietnam) Company Limited (473042000013)
TOMEI GOLD & JEWELLERY (MJ) SDN. BHD.
100%
100%
100%
Tomei Gold & Jewellery (S.A.) Sdn. Bhd. (180429-D)
Tomei Gold & Jewellery (Subang) Sdn. Bhd. (514337-X)
Tomei Gold & Jewellery (IOI) Sdn. Bhd. (513267-X)
TOMEI GOLD & JEWELLERY MANUFACTURING SDN BHD
100%
Lumiere 2006 Limited
100%
(184348-V)
(1068733)
WEALTHY CONCEPT LIMITED
(477070-V)
(1159171)
Wealthy Concept Jewellery (Shenzhen) Company Limited
(440301503321095)
WITH RAGING
PASSION,
WE STRIVE.
06
CORPORATE
PROFILE
(6 9 2 9 5 9 - W)
“TOMEI”
TIMELESS
THROUGH
THE YEARS
Tomei was founded way back in 1968 with the
commencement of business in design and manufacturing of
jewellery supplying to local jewellers. As the business grew,
Tomei ventured into the establishment of first retail outlet under
the brand name TOMEI in Campbell Shopping Complex
in Kuala Lumpur in the early seventies and subsequently
commenced its wholesale and distribution of jewellery.
Today, Tomei Group is an Integrated Manufacturer
and Retailer in Gold & Jewellery. The needs to cater
for the demand of young and trendy lifestyle propels
the Group to introduce My Diamond, specializing
in trendy white gold and diamond collection to the
market in year 2002. The following year, the Group
set up its own boutique under the name T.H. Jewelry
to display its high end range of collections. Following
the successful acquisition of Le Lumiere, a renowned
international brand for Hearts & Arrows Diamond
in year 2007, the Group set up its first Le Lumiere
boutique in 2008.
As part of the Group continuous effort and commitment
to quality, the Group was accredited with ISO in
Quality Management System for its retailing in jewellery
from Lloyd’s Register Quality Assurance Kuala Lumpur
since year 2003.
During the same year, the Group was awarded with the
status Superbrands Malaysia 2003/2004, being the
first jeweller in Malaysia to receive the award. Since
year 2004, the Group has been consistently awarded
with the Fair Price Shop Awards by the Ministry of
Domestic Trade and Consumer Affairs, Malaysia for
its excellent customer service at its retail outlets. In the
year 2004, the Group secured the right to distribute
Prima Gold, a 24k gold jewellery in Malaysia.
In the following year, it was granted the licence to
manufacture, distribute and sell gold products under
Baby Looney Tunes copyright character in Malaysia
from Warner Bros. Consumer Product Inc, USA. During
the year 2006, the Group further expanded its product
range upon the granting of licence to manufacture
and sell the Hello Kitty gold character in Malaysia.
Following its excellent track record, the Group was
also appointed distributor for Fior Drissage-Floating
Diamonds in Malaysia in the same year.
Year 2006 opened up a new chapter in the Group
history with the quotation of Tomei Consolidated
Berhad on the Main Market, Bursa Malaysia Securities
Berhad.
The Group was granted the Investment licence to set
up its manufacturing activities in Socialist Republic of
Vietnam in the year 2006, marking its maiden overseas
venture and currently has 7 retail kiosks in Vietnam
located in various shopping complexes. In year 2009,
the Group also has successfully applied for a trading
licence which allowed it to import and distribute ready
made jewellery to distributor in Vietnam.
In the year 2008, the Group was granted a Certificate
of Approval to establish an Enterprise in People’s
Republic of China by Shenzhen Registrar of Trading
and Industries. Following the approval, the Group
commenced its own Tomei retail kiosks, retailing
various type of jewellery in China. Today, the Group
has 3 retail kiosks in Shanghai, China.
To date, the Group has 59 jewellery retail outlets
and 10 retail kiosks within 4 major umbrella brands
namely TOMEI, MY DIAMOND, T.H. JEWELRY and
LE LUMIERE.
07
CORPORATE
PROFILE
(CON’T)
(6 9 2 9 5 9 - W)
08
OUTLET
LISTING
BRANCHES IN MALAYSIA
NO
LOCATION
1
1 BORNEO HYPERMALL
2
ADDRESS
TEL
FAX
Lot G-344, Ground Floor, 1 Borneo Hypermall, Jalan Sulaiman,
88400 Kota Kinabalu, Sabah
088-448 609
088-448 608
AEON BUKIT INDAH
Lot G32, Aeon Bukit Indah Shopping Centre,
No. 8, Jalan Indah 15/2,Taman Bukit Indah,
81200 Johor Bahru, Johor Darul Takzim
07-236 7806
07-236 7815
3
AEON BANDAR MELAKA
G76, Ground Floor, Aeon Bandar Melaka Shopping Centre,
No. 2, Jalan Lagenda, Taman I-Lagenda, 75400 Melaka
06-286 8980
06-286 8910
4
AEON BUKIT TINGGI
G57A, Ground Floor, Aeon Bukit Tinggi Shopping Center,
No. 1, Persiaran Batu Nilam 1/KS 6, Bandar Bukit Tinggi 2,
41200 Klang, Selangor
03-3326 2931
03-3326 2930
5
AEON TEBRAU CITY
Lot F47, First Floor, Aeon Tebrau City Shopping Centre,
No. 1, Jalan Desa Tebrau, Taman Desa Tebrau,
81100 Johor Bahru, Johor
07-355 0671
07-355 0514
6
AEON SEBERANG PRAI
Lot G62, Ground Floor, Aeon Seberang Prai City Shopping Centre,
Perdana Mall, Jalan Perda Timur, 14000 Bukit Mertajam,
Seberang Perai Tengah, Pulau Pinang
04-538 2579
04-538 1469
7
ALAMANDA PUTRAJAYA
SHOPPING CENTRE
Lot LG 09, Lower Ground Floor, Alamanda Putrajaya Shopping Centre,
Jalan Alamanda Precinct 1, 62000 Putrajaya, Wilayah Persekutuan
03-8889 4667
03-8889 4568
8
BERJAYA MEGAMALL
KUANTAN
G23B, Ground Floor, Berjaya Megamall Kuantan,
Jalan Tun Ismail, 25000 Kuantan, Pahang
09-513 4626
09-513 4625
9
BERJAYA
TIMES SQUARE
LG 26 & 27, Lower Ground Floor, Berjaya Times Square,
No. 1, Jalan Imbi, 55100 Kuala Lumpur
03-2143 4668
03-2143 3667
10
BUKIT BINTANG PLAZA
GC4, Ground Floor, Bukit Bintang Plaza, Jalan Bukit Bintang,
55100 Kuala Lumpur
03-2141 7987
03-2141 7985
11
CARREFOUR
WANGSA MAJU
Lot F2.20 & F2.21b, Ground Floor, Carrefour Wangsa Maju,
No. 6, Jalan 8/27a, Section 5, Wangsa Maju, 53300 Kuala Lumpur
03-4149 8271
03-4149 8279
12
CITY MALL
Unit M-0-48 & M-0-49, Ground Floor, City Mall,
Jalan Lintas, Luyang, 88300 Kota Kinabalu, Sabah
088-484 278
088-484 279
13
GIANT BANDAR PUTERI
Lot G6, Ground Floor, Giant Superstore Bandar Puteri,
No. 7, Jalan Puteri 1/1, Bandar Puteri, 47100 Puchong, Selangor
03-8060 3667
03-8062 3667
14
GIANT IPOH
Lot A18, Ground Floor, Giant Superstore Sunway City,
No. 2, Jalan SCI 2/2, Sunway City Ipoh, 31150 Ipoh, Perak
05-545 9202
05-545 2308
15
GIANT KELANA JAYA
Lot G34 & G35, Giant Mall Kelana Jaya, No. 33, Jalan SS 6/12,
SS 6 Kelana Jaya, 47301 Petaling Jaya, Selangor
03-7880 0667
03-7880 7661
16
GIANT KLANG
Lot A-19, Persiaran Batu Nilam, Giant Hypermarket Klang,
Jalan Langat, Bandar Bukit Tinggi, 41200 Klang, Selangor
03-3323 4668
03-3323 8667
NO
LOCATION
ADDRESS
TEL
FAX
17
GIANT PENANG
Lot G6 & G7, Ground Floor, Giant Hypermarket Bayan Baru,
11900 Bayan Baru, Penang
04-643 1668
04-646 0668
18
GIANT PUTRA HEIGHTS
Lot F40 & F41, First Floor, Giant Hypermarket Putra Heights,
No. 3, Persiaran Putra Perdana, 47650 Putra Heights,
Selangor Darul Ehsan
03-5191 2381
03-5191 2377
19
GURNEY PLAZA
Lot 170-02-21 & Lot 170-02-42, Plaza Gurney,
Persiaran Gurney, 10250 Penang
04-229 2286
04-229 3287
20
IOI MALL
G-33A, Ground Floor, IOI Mall, Batu 9 Jalan Puchong,
Bandar Puchong Jaya, 47100 Puchong, Selangor
03-5882 1688
03-5882 1388
21
JUSCO 1 UTAMA
SHOPPING CENTRE
Lot G16, Ground Floor, Jusco 1 Utama Shopping Centre,
No. 1, Lebuh Bandar Utama, Bandar Utama Damansara,
47800 Petaling Jaya, Selangor
03-7722 4726
03-7722 4725
22
JUSCO BUKIT RAJA
SHOPPING CENTRE
Lot G8, Ground Floor, Jusco Bukit Raja Shopping Centre,
Persiaran Bukit Raja 2, Bandar Baru Klang, 41150 Klang
03-3344 1257
03-3344 1261
23
JUSCO SEREMBAN 2
SHOPPING CENTER
Lot G26, Ground Floor, Jusco Seremban 2 Shopping Centre,
112 Persiaran S2 B1, Seremban 2, 70300 Seremban,
Negeri Sembilan
06-601 5868
06-601 5869
24
KLANG PARADE
Lot G30, Ground Floor, Klang Parade,
No. 2112, KM 2, Jalan Meru, 41050 Klang, Selangor
03-3345 1711
03-3345 1699
25
KOMPLEKS PKNS
SHAH ALAM
12A, Tingkat Bawah, Kompleks PKNS Shah Alam,
40000 Shah Alam, Selangor
03-5513 9113
03-5513 9112
26
MAHKOTA PARADE
Lot G12, Ground Floor, Mahkota Parade, No. 1, Jalan Merdeka,
75000 Melaka
06-281 2667
06-281 3667
27
MESRA MALL
Lot 6, Ground Floor, Mesra Mall, Lot 6490, Jalan Kemaman,
Dungun, 24200 Kemasik, Terengganu
09-864 2051
09-864 2034
28
MID VALLEY MEGAMALL
Lot G010, Ground Floor, Mid Valley Megamall,
Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur
03-2282 1668
03-2282 1667
29
MINES SHOPPING FAIR
Lot L3-08(P), Level 3, Mines Shopping Fair, Jalan Dulang,
Mines Resort City, 43300 Seri Kembangan, Selangor
03-8945 6711
03-8942 3291
30
PAVILION KUALA LUMPUR
Lot 2.59, Level 2, Pavilion Kuala Lumpur,
168 Jalan Bukit Bintang, 55100 Kuala Lumpur
03-2141 2667
03-2143 2667
31
QUEENSBAY MALL
LG 53 & 53A, Lower Ground Floor, Queensbay Mall,
100 Persiaran Bayan Indah, 11900 Bayan Lepas, Pulau Pinang
04-642 1667
04-642 0667
32
SHAW CENTREPOINT
GL-02 & GL-03, Ground Floor, Shaw Centrepoint,
Jalan Raja Hassan, 41400 Klang, Selangor
03-3345 3310
03-3342 2206
33
SUBANG PARADE
Lot G22b & G23, Ground Floor, Subang Parade,
No. 5, Jalan SS 16/1, 47500 Subang Jaya, Selangor
03-5638 8892
03-5632 1431
34
SUNGEI WANG PLAZA
G50, Groung Floor, Sungei Wang Plaza, Jalan Sultan Ismail,
55100 Kuala Lumpur
03-2148 1653
03-2144 3120
35
SUNWAY CARNIVAL MALL
Lot UG-05, Upper Ground Floor, Sunway Carnival Mall,
3068, Jalan Todak, Pusat Bandar Seberang Jaya,
13700 Seberang Jaya, Pulau Pinang
04-398 6252
04-398 6249
36
SUNWAY PYRAMID
SHOPPING MALL
G1.82 & G1.83, Ground Floor, Sunway Pyramid Shopping Mall,
No. 3, Jalan PJS 11/15, Bandar Sunway,
03-5622 1285
03-5622 1284
37
SURIA KLCC
Lot C56, Concourse Floor, Suria KLCC, Kuala Lumpur City Centre,
50088 Kuala Lumpur
03-2382 6188
03-2382 6618
38
TESCO IPOH
Lot 20, First Floor, Tesco Ipoh, No. 2, Jalan Jambu,
31400 Ipoh, Perak
05-548 0667
05-548 5667
09
OUTLET
LISTING
(CON’T)
NO
10
OUTLET
LISTING
(CON’T)
(6 9 2 9 5 9 - W)
LOCATION
ADDRESS
TEL
FAX
39
TESCO KOTA BAHRU
Lot G9, Ground Floor, Tesco Kota Bahru, Lot 1828, Seksyen 17,
Bandar Kota Bahru, 15050 Kota Bahru, Kelantan
09-747 4559
09-747 4561
40
TESCO PENANG
Lot S50 & S51, Second Floor, Tesco Penang,
No. 1, Lebuh Tengku Kudin 1,Bukit Jelutong, 11700 Pulau Pinang
04-655 1667
04-659 5693
41
TESCO SETIA ALAM
Lot G24, Ground Floor, Tesco Setia Alam,
No. 2, Jalan Setia Prima S U13/S, Bandar Setia Alam,
Seksyen U13, 40170 Shah Alam, Selangor
03-3343 2725
03-3343 2729
42
TESCO SUNGAI PETANI
Lot 11, Tesco Sungai Petani, 300 Jalan Lagenda 1,
Lagenda Heights, 08000 Sungai Petani, Kedah Darul Aman
04-423 2667
04-423 4667
43
THE MALL
Lot G05, Ground Floor, The Mall, 100 Jalan Putra,
50350 Kuala Lumpur
03-4043 9110
03-4043 9112
44
THE SPRING
Lot G57, Ground Floor, The Spring, Jalan Simpang Tiga
93300 Kuching, Sarawak
082-236 326
082-236 926
+84 862 9971939
-
+84 39651 390
-
BRANCHES IN VIETNAM
1
PARKSON CT PLAZA
Ho Chi Minh City, Vietnam
Lot No. F1-0018, Parkson CT Plaza, 60A,Truong Son Street,
Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam
2
PARKSON FLEMINGTON
Parkson at Bao Gia Building, 182 Le Dai Hanh Street, Ward 15,
District 11, Ho Chi Minh City, Vietnam
3
PARKSON HAI PHONG
TD PLAZA
Hai Phong City, Vietnam
Counter 5, Jewellery Area 1st Floor, Parkson TD Plaza, New Urban
Area, Nga Nam Catbi Airport Dong Khe Ward, Ngo Quyen District
+84 03 1385 2530
-
4
PARKSON HUNG VUONG
Lot No. 1008, Parkson Hung Vuong Plaza, No. 126,
Hung Vuong Street, Ward 12, District 5, Ho Chi Minh City, Vietnam
+84 08 2220 266
-
5
PARKSON VIET TOWER
Hanoi, Vietnam
F2, 00012, 198B Tay Son Street, Trung Liet Ward,
Dong Da District, Hanoi, Vietnam
+86 04 8575 054
-
6
PARKSON SAIGON
TOURIST PLAZA
136-144 Dong Khoi, Phuong Ben Nghe, Quan 1, TP,
+84 822 125543
-
7
THE GARDEN MALL
Hanoi, Vietnam
1st Floor, The Garden Mall - Me Tri Street,
My Dinh, My Tri Commune, Tu Liem District, TP Hanoi
+86 43787 6643
-
BRANCHES IN CHINA
1
SHANGHAI HONGQIAO
PARKSON
1st Floor, Shanghai Hongqiao Parkson,
No. 100, Shunyi Road, Changning District, Shanghai 200051
+86 215257 4518
-
2
SHANGHAI NINE SEA
PARKSON
4th Floor, Shanghai Nine Sea Parkson,
No. 918, Huaihaizhong Road, Ruwan District, Shanghai 200020
+86 216415 4859
-
3
SHANGHAI XINZHUANG
PARKSON
1st Floor, Shanghai Xinzhuang Parkson,
No. 5001, Dushi Road, Minhang District, Shanghai 201100
+86 213463 3175
-
NO
1
NO
LOCATION
1 UTAMA SHOPPING
LOCATION
ADDRESS
Lot 347 & 348, Lower Ground Floor, 1 Utama Shopping Center,
No. 1, Lebuh Bandar Utama, Bandar Utama Damansara,
ADDRESS
TEL
FAX
03-7726 5668
03-7725 3667
TEL
FAX
03-7725 8227
03-7727 9227
06-286 8232
06-286 8231
03-9076 5227
03-9076 0227
06-281 7226
06-281 0226
03-8075 8365
03-8075 8374
05-546 0227
05-546 1227
1
1 UTAMA
Lot F302, First Floor, I Utama Shopping Centre,
No 1, Lebuh Bandar Utama, Bandar Utama Damansara,
2
AEON BANDAR MELAKA
G18, Ground Floor, Aeon Bandar Melaka Shopping Centre
No. 2, Jalan Lagenda, Taman I-Lagenda, 75400 Melaka
3
AEON CHERAS SELATAN
Lot G22, Ground Floor, Aeon Cheras Selatan Shopping Center,
Lebuh Tun Hussien Onn, 43200 Balakong, Selangor
4
DATARAN PAHLAWAN
BE-023, Ground Floor, Dataran Pahlawan Melaka Megamall,
Jalan Merdeka, 75000 Bandar Hilir, Melaka
5
IOI MALL
Lot EG2, Ground Floor, IOI Mall, Batu 9 Jalan Puchong,
Bandar Puchong Jaya, 47100 Puchong, Selangor
6
JUSCO KINTA CITY
Lot F11, First Floor, Jusco Kinta City Shopping Centre,
No. 2, Jalan Teh Lean Swee, Off Jalan Sultan Azlan Shah Utara,
31400 Ipoh, Perak
7
JUSCO METRO PRIMA
Lot G28, Ground Floor, Jusco Metro Prima Shopping Centre,
No. 1, Jalan Metro Prima, 51200 Kepong, Kuala Lumpur
03-6252 0226
03-6252 0227
8
JUSCO PERMAS JAYA
Lot G18, Ground Floor, Jusco Permas Jaya Shopping Centre,
No. 1, Jalan Permas Jaya Utara, Bandar Baru Permas Jaya,
81750 Johor Bahru, Johor
07-388 9753
07-388 9754
9
MID VALLEY
Lot F-048, First Floor, Mid Valley Megamall, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur
03-2282 0960
03-2282 0569
10
PAVILION KUALA LUMPUR
Lot 4.28, Level 4, Pavilion Kuala Lumpur,
168 Jalan Bukit Bintang, 55100 Kuala Lumpur
03-2148 0667
03-2142 0667
11
SUNWAY PYRAMID
LG2.71, Lower Ground Two, Sunway Pyramid Shopping Mall,
No. 3, Jalan PJS 11/15, Bandar Sunway,
03-5635 3226
03-5635 8227
12
THE CURVE
Lot G19A, Ground Floor, The Curve, No. 6, Jalan PJU 7/3,
Mutiara Damansara, 47800 Petaling Jaya, Selangor
03-7725 1815
03-7722 2946
13
THE SPRING
Lot G44, Ground Floor, The Spring, Jalan Simpang Tiga,
93300 Kuching, Sarawak
082-248 443
082-248 557
TEL
FAX
03-2287 4668
03-2287 1667
NO
1
LOCATION
THE GARDENS
ADDRESS
G207, Ground Floor, The Gardens, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur
11
OUTLET
LISTING
(CON’T)
(6 9 2 9 5 9 - W)
Tomei:
Eternal Binding Wedding
Collection
12
INTERNATIONAL
BRANDS AND
AWARDS
Golden Bull
Award 2003
Superbrands
2003/2004
SMI Digi-ICT Adoption
Award 2003
Over the years, Tomei has established
its name in the jewellery industry with a
promise of excellent quality and services.
Now growing strong with aggressive
expansion locally, Tomei is proudly
moving forward, striving to preserve it’s
edge over competitors and to sustain all
relevant market requirements where it
will continue to shine above the rest.
Le Lumiere:
Signature Creations
Le Lumiere:
Diamond Wallets
Prima Gold:
24K Gold Collection
13
INTERNATIONAL
BRANDS AND
AWARDS
(CON’T)
Fair Price Shop
EXCELLENCE Awards
Year 2005-2006
Fair Price Shop Awards
Year 2008-2009
Hall of Fame
Award 2008
BUSINESS SUMMIT
Award 2007
Le Lumiere:
Diamond Time
Le Lumiere:
Diamond Pen Collection
Le Lumiere 2008-2011:
Advertising Campaign: “Who Adorns Who”
(6 9 2 9 5 9 - W)
TAN SRI DATUK NG TECK FONG
14
PROFILE OF
THE BOARD OF
DIRECTORS
Malaysian, 72 years of age, was appointed as
Executive Chairman on 21 April 2006. He graduated
ed
with a Bachelor of Science degree in Chemistry from
m
the Taiwan National Cheng Kung University, Taiwan
and was conferred the Honorary Professor title by the
Yunnan University of Finance and Economics in 2008.
As the founder and Executive Chairman, he has
been instrumental in the growth and development of
the Group and is responsible for its overall strategic
business direction. He brings with him more than 40
years of experience in the jewellery industry including
precious metals and gemstones and is a respected
authority in gold, silver, platinum and their alloys as
well as other precious stones.
products of the highest
In his dedication to assure prod
Ng assisted the establishment of
quality, Tan Sri Datuk N
the Fedmas Assay
Ass Office Sdn. Bhd. in Penang for the
purpose of testing the precious metal content of
sole pu
jewellery and ensuring compliance with national and
international standards. He has been the President of
the Federation of Goldsmiths and Jewellers Association
for six years since 1996 and is currently serving several
other associations in various capacities.
Tan Sri Datuk Ng also sits on the board of Masmei
Berhad. His sons, Mr Ng Yih Pyng and Mr Ng Yih
Chen, daughters, Ms Ng Sheau Chyn and Ms Ng
Sheau Yuen and daughter-in-law, Ms Choong Chow
Mooi are also members of the Board.
DATIN NONADIAH BINTI ABDULLAH
Independent Non-Executive Director on 21 April
2006. She graduated with a Bachelor of Business
(Administration) from the Royal Melbourne Institute
of Technology in Australia in 1981 and thereafter
obtained a Diploma in Montessori Method of
Education, St. Nicholas, London, United Kingdom.
She began her career in 1980 with the Public Works
Department, Melbourne, Australia as an Accounts
Executive. She has also served Bumiputra-Commerce
Bank Berhad from 1982 to 1989 and her last position
was Manager in Corporate Banking Division. In
1991, she became a licensed Dealer’s Representative
and was attached to a stockbroking firm until 1997.
Datin Nonadiah does not have directorships in other
public companies. She also does not have any family
relationship with any director of the Company.
RAJA DATO’ SERI AMAN BIN RAJA HAJI AHMAD
2006. He is a member of the Malaysian Institute of
Accountants (“MIA”), a Certified Public Accountant
and Fellow of the Institute of Chartered Accountant
England and Wales. He is also a Fellow of the Institute
of Bankers Malaysia. He held various positions in
Maybank Group from 1974 to 1985 prior to joining
Affin Bank Berhad in 1985 as an Executive Director.
He left Affin Bank Berhad in 1992 to join Perbadanan
Usahawan Nasional Berhad as the Chief Executive
Officer (“CEO”) for one year. He became CEO of
Affin Bank Berhad in 1995 and retired in 2003.
Raja Dato’ Seri Aman also sits on the board of Ahmad
Zaki Resources Berhad, Affin Holdings Berhad and
Affin Investment Bank Berhad and sit on the government
consultative committee, “Pemudah”. He does not have any
family relationship with any director of the Company.
NG YIH PYNG
Managing Director on 21 April 2006. He holds a
Bachelor of Business Administration degree in Finance
in 1990 from Iowa State University in the United States
of America (“USA”) and received a Master in Business
Administration in Corporate Finance in 1991 from
Iowa State University in the USA. Upon graduation, he
joined the Group as a Director and is responsible for
the overall management and business development of
the Group. In addition to his role as Director, he is also
appointed as the President of Goldsmiths & Jewellers
Association of Wilayah Persekutuan, Selangor, Negeri
Sembilan and Pahang and Deputy President of Federation
of Goldsmiths and Jewellers Association of Malaysia.
Mr Ng does not have any directorships in other public
companies. He is the son to Tan Sri Datuk Ng Teck
Fong. His siblings, Mr Ng Yih Chen, Ms Ng Sheau
Chyn and Ms Ng Sheau Yuen and spouse Ms Choong
Chow Mooi are also members of the Board.
15
M CHAREON SAE TANG @ TAN WHYE AUN
2006. Mr Tang obtained his Bachelor of Law degree
from King’s College, University of London and is a
Barrister-at-law of the Inner Temple London. He has
been in the legal practice since 1968, first as a Legal
Assistant in Messrs Shearn & Delamore and later as
a Partner at Messrs Chye, Chow Chung & Tang until
1976. At present, he manages his own legal practice,
Messrs C.S. Tang & Co.
Mr Tang also sits on the board of Amsteel Corporation
Berhad and Lion Corporation Berhad. He does not have
any family relationship with any director of the Company.
LAU TIANG HUA
2006. Mr Lau is a member of the Malaysian Institute
of Certified Public Accountants (“MICPA”), MIA and
Malaysian Institute of Taxation. He articled with Peat
Marwick, Mitchell & Co and later served as an Audit
Manager with Arthur Young & Co. Thereafter, Mr Lau
joined a major newspaper company as its Accountant
and was subsequently promoted to the position of
General Manager for Finance and Administration. In
the year 1985, he established his own accounting
practice, JB Lau & Associates, which has since merged
with Grant Thornton, an international accounting firm.
Mr Lau also sits on the board as an independent
director of Malaysia Building Society Berhad, Pan
Global Berhad, Scanwolf Corporation Berhad, Land
& General Berhad and Ewein Berhad. Mr Lau does
not have any family relationship with any other director
of the Company.
NG YIH CHEN
Executive Director on 21 April 2006. He obtained a
Bachelor of Business Administration degree in Marketing
from Iowa State University in the USA in 1988 and
further pursued with Gemology at the Gemological
Institute of America in 1990 before receiving a Master
of Business Administration (Finance) from the University
of Hull, United Kingdom in 1996. Upon graduation in
1988, he joined the Group as Director and is currently
responsible for specialized sales of the Group.
Mr Ng also sits on the board of Masmei Berhad. He
is the son to Tan Sri Datuk Ng Teck Fong. His siblings,
Mr Ng Yih Pyng, Ms Ng Sheau Chyn and Ms Ng
Sheau Yuen and sister-in-law Ms Choong Chow Mooi
are also members of the Board.
PROFILE OF
THE BOARD OF
DIRECTORS
(CON’T)
(6 9 2 9 5 9 - W)
NG SHEAU CHYN
Malaysian, 39 years of age, was appointed as Executive
Director on 21 April 2006. She obtained a Bachelor
of Science degree in Computer Engineering as well as
a Master degree in Computer Engineering from Iowa
State University USA in 1990 and 1991 respectively.
She also served as a Research Assistant in the
Department of Electrical and Computer Engineering at
the same university from 1990 to 1991. Since her
return to Malaysia in 1992, she joined the Group as
16
PROFILE OF
THE BOARD OF
DIRECTORS
(CON’T)
Director and has been responsible for the wholesale
and manufacturing operations of the Group.
She is the daughter to Tan Sri Datuk Ng Teck Fong. Her
siblings, Mr Ng Yih Pyng, Mr Ng Yih Chen and Ms
Ng Sheau Yuen and sister-in-law Ms Choong Chow
Mooi are also members of the Board. Mr Ong Kee
Liang, the spouse of Ms Ng is a shareholder of Ong
Tiong Yee & Sons Sdn. Bhd. (“OTY”). OTY is involved
in retailing of gold and jewelleries.
NG SHEAU YUEN
Malaysian, 36 years of age, was appointed as Executive
Director on 21 April 2006. In 1991, she obtained her
Bachelor of Business Administration degree from Iowa
State University in the USA and subsequently obtained
her Master of Business Administration from the same
university in 1993. In 2005, she has also obtained a
Diploma in Diamond Grading from the Gemological
Institute of America. Upon graduation in 1993, she
started her career as a lecturer in Sunway College. In
1996, she left to join PT Safilindo Permata in Bandung,
Indonesia which is involved in textile operation as
Assistant Manager. In 2003, she left the company to
join the Group as Director in the gold division and her
responsibilities include overseeing and improving the
business processes of the Group.
Ms Ng does not have any directorships in other public
companies. She is the daughter to Tan Sri Datuk Ng
Teck Fong. Her siblings, Mr Ng Yih Pyng, Mr Ng Yih
Chen and Ms Ng Sheau Chyn and sister-in-law Ms
Choong Chow Mooi are also members of the Board.
CHOONG CHOW MOOI
Executive Director on 21 April 2006. She graduated
with a Bachelor of Business Administration degree from
Iowa State University in the USA in 1989 and received
a degree in Gemology from the Gemological Institute
of America, Santa Monica California in 1991. Since
her return to Malaysia, she joined the Group in 1995
as General Manager. She is responsible for the overall
quality control of raw materials specifically gemstones
and finished jewellery.
Ms Choong does not have any directorships in other
public companies. She is the spouse to Mr Ng Yih
Pyng. Her father-in-law, Tan Sri Datuk Ng Teck Fong,
brother-in-law, Mr Ng Yih Chen, and sisters-in-law Ms
Ng Sheau Chyn and Ms Ng Sheau Yuen are also
members of the Board.
Notes:
1.
Save as disclosed above, none of the Directors have:(a) any conflict of interest with the Company
(b) any conviction of offences (other than traffic offences) within the past ten (10) years.
2.
The respective Director’s interests in the Company are detailed in page 125 of the Annual Report.
HARMONIOUSLY,
WE GROW
(6 9 2 9 5 9 - W)
18
CHAIRMAN’S
STATEMENT
On behalf of the Board of Directors of Tomei Consolidated
Berhad, it is my pleasure to present you the Annual Report and
Audited Financial Statements of our Group and our Company
for the financial year ended 31 December 2009.
Tomei which was founded in 1968 has evolved from a small
enterprise into an integrated manufacturer and retailer of
jewellery. Today, Tomei has a total of 59 retail outlets in
Malaysia and 10 retail kiosks in the Socialist Republic of
Vietnam and People’s Republic of China. Its products are also
exported to other regional countries and Europe.
YEAR UNDER REVIEW
The year 2009 was a challenging one for the Group.
The start of the financial crisis in 2008 has somehow
affected economic growth in many countries including
Malaysia. To counter this crisis, our Government has
introduced and implemented several measures to
stimulate the economy which has resulted in some
positive growth since the 4th quarter of 2009. The
financial year 2009 also witnessed the continued
increase of gold price to its record high. Your Board
was vigilant on these developments and had taken a
cautious approach in opening new retail outlets.
During the financial year ended 31 December 2009,
the Group reported turnover of RM 300.9 million
from RM 289.4 million reported in the financial year
2008. Our net profit after tax and minority interest
has improved by 20.2% to RM 18.2 million during
the current financial year. The improved performance
was attributable to the streamlining of retail outlets
and better gold prices as compared to the previous
financial year.
In our effort and commitment to tap into the China
market, the Group has during the financial year
acquired the remaining interest in its subsidiary
company, Wealthy Concept Limited which in turn
fully owns Wealthy Concept Jewellery (Shenzhen)
Company Limited in China. The Group has since set
up 3 retail kiosks in Shanghai, retailing gold and
jewellery under the brand name TOMEI.
In The Socialist Republic of Vietnam, the Group
continues to explore opportunities from the rapid
economic growth in the country. During the financial
year, the Group set up another 2 retail kiosks in
major cities like Ho Chi Minh and Hanoi in addition
to its existing 5 retail locations, reaching out to more
consumers in the country.
Since January 2009, the Group has set up an
additional 7 retail outlets in Malaysia and relocated
some of its existing retail outlets in various shopping
malls to more strategic locations so as to have a
wider exposure to shoppers and existing customers.
Today we have a total of 59 retail outlets in Malaysia
operating under the brand names of TOMEI, MY
DIAMOND, T.H. JEWELRY and LE LUMIERE.
The Group also takes effort to continue in its creative
product development to ensure our customers are
always pampered with the latest product designs of
timeless masterpiece. The Group introduced its Le
Lumiere Diamond Time collection offering perfect cut
diamond straps for both men and women. Following
this successful collection is the launching of Le Lumiere
Allure Diamond Wallet in February 2010. Our Le
Lumiere collections also come in different elegant
design complete with their own theme such as Je
T’aime, Le Lumiere du Soleil and many more.
19
CHAIRMAN’S
STATEMENT
(CON’T)
20
CHAIRMAN’S
STATEMENT
(CON’T)
(6 9 2 9 5 9 - W)
AWARDS
OUTLOOK
In recognition of our excellent achievements and
contribution to the industry, Tomei Group has received
numerous awards and recognition. In 2008, the
Group has been co-opted into the prestigious Hall of
Fame for The Golden Bull Award.
The gradual recovery of the global and Malaysian
economy has improved consumer’s sentiments.
Barring any unforeseen circumstances, your Board is
of the opinion that the Group will be able to sustain
its profitability.
In addition, the Group has been consistently awarded
with the Fair Price Shop Award by the Ministry of
Domestic Trade and Consumer Affairs, Malaysia
since 2003.
In line with our Group’s emphasis and commitment
on quality, our Group is certified with the ISO
accreditations in quality management system for
our retailing in gold and jewellery products from the
Lloyd’s Register Quality Assurance, Kuala Lumpur.
CORPORATE SOCIAL RESPONSIBILITY
Tomei is always committed to play its role as a caring
corporate citizen. We believe charity goes beyond
the line of colours, creeds and beliefs. In line with this,
Tomei has on 7 February 2010 organized the TOMEI
1Malaysia Charity Tea Party with participations from
various schools, religious associations and education
foundations. The Group hopes its contribution will
assist those in need to build a better Malaysia.
DIVIDEND
Your Board is pleased to recommend a first and
final single tier tax exempt dividend of 3.0 sen
per ordinary share for the financial year ended 31
December 2009.
APPRECIATION
On behalf of the Board of Directors, I would like to
express our sincere appreciation and thanks to all our
invaluable customers, bankers, suppliers, government
authorities, business associates and shareholders for
your continuous support.
My thanks also go to the management and staff of
the Group for your utmost commitment, dedication
and hard work in ensuring our success.
Last but not least, to my fellow Directors, I thank you
for your invaluable advice and support.
GROUP EXECUTIVE CHAIRMAN
AN N U AL REPORT
REPOR T 2009
21
主席报告
22
(6 9 2 9 5 9 - W)
Bagi pihak Lembaga Pengarah Tomei
Consolidated Berhad, saya dengan
sukacitanya membentangkan Laporan
Tahunan
dan
Penyata-penyata
Kewangan Teraudit Kumpulan dan
Syarikat kami bagi tahun kewangan yang
berakhir pada 31 Disember 2009.
Tomei, sejak penubuhannya pada tahun
1968, telah berkembang daripada
sebuah syarikat kecil kepada pengilang
dan peruncit barang kemas yang
bersepadu. Kini, Tomei memiliki 59
kedai runcit jualan di Malaysia dan 10
kiosk runcit jualan di Republik Sosialis
Vietnam dan Republik Rakyat China.
Produk-produknya juga di eksport ke
negara-negara serantau dan Eropah.
Dalam tahun kewangan berakhir pada 31 Disember
2009, Kumpulan mencatatkan perolehan sebanyak
RM 300.9 juta berbanding RM 289.4 juta yang
dilaporkan dalam tahun kewangan 2008. Untung
bersih selepas cukai dan kepentingan minoriti
meningkat sebanyak 20.2% kepada RM 18.2
juta dalam tahun kewangan semasa. Prestasi yang
meningkat ini adalah hasil perlangsingan rangkaian
kedai runcit jualan dan harga emas yang lebih baik
berbanding dengan tahun kewangan sebelumnya.
Dalam usaha dan komitmen kami untuk menembusi
pasaran China, dalam tahun kewangan yang ditinjau,
Kumpulan telah mengambil alih baki kepentingan
Wealthy Concept Limited, sebuah anak syarikat
subsidiari yang juga memiliki semua kepentingan
saham dalam Wealthy Concept Jewellery (Shenzhen)
Company Limited di China. Kumpulan juga mendirikan
3 kiosk runcit jualan di Shanghai di bawah jenama
TOMEI.
ULASAN TAHUN KEWANGAN
Tahun 2009 merupakan tahun yang mencabar bagi
Kumpulan. Kemunculan kemelut kewangan dalam
tahun 2008 telah mempengaruhi pertumbuhan
ekonomi di banyak negara termasuk Malaysia. Dalam
mengatasi kemelut ini, kerajaan telah mengumum dan
melaksanakan beberapa langkah untuk merangsang
ekonomi negara di mana pertumbuhan positif mula
dirasai sejak suku keempat tahun 2009. Tahun
kewangan 2009 turut menyaksikan peningkatan
harga emas secara berterusan hingga rekod
tertinggi. Lembaga Pengarah sentiasa mengawasi
perkembangan ini dan mengambil langkah yang
berwaspada untuk membuka kedai runcit jualan baru.
Di Republik Sosialis Vietnam, Kumpulan terus menerokai
peluang-peluang baru dari suasana pertumbuhan
ekonominya yang pesat. Dalam tahun kewangan,
Kumpulan telah membuka 2 buah kiosk runcit jualan
di bandar-bandar utama seperti Ho Chi Minh dan
Hanoi, tambahan kepada 5 lokasi yang sedia ada
bagi mencapai lebih pengguna di negara tersebut.
Sejak Januari 2009, Kumpulan juga telah membuka
7 kedai runcit jualan di Malaysia dan menempatkan
semula sesetengah kedai runcit jualan yang sedia ada
di gedung membeli-belah ke lokasi-lokasi yang lebih
strategik untuk memperluaskan pendedahan kepada
para pembeli-belah dan pelanggan kami. Kini, kami
mempunyai 59 buah kedai runcit jualan di Malaysia
yang beroperasi di bawah jenama TOMEI, MY
DIAMOND, T.H. JEWELRY dan LE LUMIERE.
23
PENYATA
PENGERUSI
24
PENYATA
PENGERUS
(SAMBUNGAN)
(6 9 2 9 5 9 - W)
Kumpulan juga meneruskan usahanya dalam
pembangunan produk kreatif bagi memastikan
pelanggan-pelanggan kami sentiasa ditawarkan aneka
rekaan terkini yang anggun dan abadi. Kumpulan
memperkenalkan koleksi Le Lumiere Diamond Time
yang menawarkan gelang tangan kulit berlian “perfect
cut” untuk lelaki dan wanita. Seiring dengan kejayaan
ini ialah pelancaran dompet berlian Le Lumiere Allure
pada Februari 2010. Koleksi-koleksi Le Lumiere
menyerlah dengan rekaan-rekaan yang anggun dan
bertema unik seperti Je T’aime, Le Lumiere du Soleil
dan seumpamanya.
persatuan-persatuan agama dan yayasan-yayasan
pendidikan. Kumpulan berharap sumbangannya
dapat membantu mereka yang memerlukannya demi
membina Malaysia yang lebih cemerlang.
DIVIDEN
Lembaga
Pengarah
dengan
sukacitanya
mencadangkan dividen pertama dan akhir ”single
tier” yang dikecualikan cukai sebanyak 3.0 sen
sesaham bagi tahun kewangan berakhir pada 31
Disember 2009.
ANUGERAH-ANUGERAH
PROSPEK MASA DEPAN
Sebagai
pengiktirafan
kepada
pencapaian
cemerlang dan sumbangan kami kepada industri,
Kumpulan Tomei telah menerima pelbagai anugerah
dan pengiktirafan. Dalam tahun 2008, Kumpulan
telah diberi keanggotaan dalam Hall of Fame oleh
Anugerah The Golden Bull.
Sejak tahun 2003, Kumpulan secara konsisten
telah diberi anugerah Kedai Harga Patut daripada
Kementerian Perdagangan Dalam Negeri dan Hal
Ehwal Pengguna Malaysia.
Sejajar dengan penekanan dan komitmen Kumpulan
terhadap keunggulan kualiti, Kumpulan telah
ditauliahkan dengan kreditasi ISO dalam sistem
pengurusan kualiti untuk penjualan runcit produkproduk emas dan barang kemas daripada Lloyd’s
Regsiter Quality Assurance, Kuala Lumpur.
TANGGUNGJAWAB SOSIAL KORPORAT
Tomei sentiasa komited terhadap peranannya
sebagai warga korporat yang bertanggungjawab.
Kami percaya bahawa tanggungjawab amal
melangkaui batasan warna kulit, perbezaan agama
dan kepercayaan. Justeru itu, pada 7 Februari 2010,
Tomei telah menganjurkan TOMEI 1Malaysia Charity
Tea Party dengan penyertaan dari sekolah-sekolah,
Ekonomi global dan Malaysia yang beransur pulih
telah memperbaiki sentimen pengguna. Melainkan
timbulnya peristiwa yang tidak dijangka, Lembaga
Pengarah berpendapat bahawa Kumpulan berupaya
mengekalkan keuntungannya.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin merakamkan
penghargaan ikhlas dan rasa terima kasih kami
kepada semua pelanggan, jurubank, pembekal,
badan kerajaan, rakan niaga dan pemegang saham
yang telah memberikan sokongan berterusan mereka
kepada kami.
Saya juga berterima kasih kepada pihak pengurusan
dan kakitangan Kumpulan atas komitmen, dedikasi
dan ketekunan mereka untuk memastikan kejayaan
bersama.
Akhir kata, saya ingin merakamkan terima kasih
kepada rakan-rakan pengarah atas nasihat dan
sokongan mereka.
Pengerusi Eksekutif Kumpulan
Le Lumiere Diamond Time Premiere Launch 2009
25
CALENDAR
OF EVENTS
Tomei Charity Tea Party 2010
Le Lumiere Wallets Premiere Launch 2010
(6 9 2 9 5 9 - W)
MOVING
FORWARD
TO A FUTURE
BLAZING
WITH HOPE
27
STATEMENT
ON
CORPORATE
GOVERNANCE
Your Board of Directors recognise the importance of sound corporate governance and will continue to enhance
its role in ensuring that the highest standard of corporate governance is practiced throughout the Group. The
principles and best practices set out in the Malaysian Code on Corporate Governance (“Code”) has been fully
complied by the Group in observing the highest standard of transparency, accountability and integrity.
Your Board is pleased to report on the application of the Code by the Group during the period under review.
1.
BOARD OF DIRECTORS
1.1
Composition and Balance
The Group is led by your Board of Directors which comprises of ten (10) members, of whom six (6)
are Executive Directors and four (4) are Independent Non-Executive Directors. Your Board consists
of members from a wide range of discipline and background, providing an in-depth and diversity
in experience to the Group’s operation. All Independent Non-Executive Directors are free from any
material business dealings and other relationship with the Group and therefore play a crucial role in
corporate accountability with their independent, unbiased views, advice and judgement in decision
making process.
The profiles of the members of your Board are set out on page 14 to 16 of the Annual Report.
Tan Sri Datuk Ng Teck Fong, the Executive Chairman of the Group plays a crucial role in providing
overall business direction while the implementation falls under the leadership and responsibility of
your Group Managing Director.
This segregation of role is vital to ensure a balance of power and authority.
1.2
Board Responsibilities and Duties
During the period under review, your Board takes full responsibility and retained full and effective
control over the affairs of the Group. Your Board’s primary focus is on the overall strategic planning
including of business plan and annual budget, performing quarterly review of business and financial
performance, reviewing risk management, exercising internal controls and enforcing legal and
statutory compliance.
The Independent Non-Executive Directors further strengthen your Board in providing unbiased and
independent views, advice and judgement. They also contribute to the formulation of policies and
decision making through their expertise and experience.
In addition to the above, your Board’s more specific responsibilities include the following:a)
b)
c)
d)
e)
f)
g)
Reviewing and approving the strategic business plan of the Group;
Monitoring corporate performance and the conduct of the Group’s business and ensuring
compliance to best practices and principles of corporate governance;
Identifying and implementing appropriate systems to manage principal risks through the Audit
Committee;
Ensuring succession planning for top management;
Ensuring a transparent Board nomination and remuneration process;
Reviewing the adequacy and integrity of the Group’s internal control system and management
information system for compliance with applicable standards and laws and regulations; and
Developing and implementing an investor relation program or shareholders communications
policy for the Company.
28
STATEMENT
ON
CORPORATE
GOVERNANCE
(CON’T)
2.
BOARD MEETINGS
Your Board meets regularly at least four (4) times a year at quarterly intervals with additional meetings to be
convened as and when required. Prior to each meeting, every Director is given the complete agenda and a
set of Board papers for each agenda item well in advance so that your Directors have ample time to review
matters to be deliberated at the meeting and to facilitate informed decision making by your Directors.
During the financial year ended 31 December 2009, there were only five (5) Board Meetings held and the
details of attendance are as follows:Executive Directors
Ng Yih Pyng
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
Choong Chow Mooi
Independent Non-Executive Directors
M Chareon Sae Tang@ Tan Whye Aun
Lau Tiang Hua
Attendance
5/5
5/5
5/5
4/5
5/5
5/5
5/5
4/5
5/5
5/5
In addition, the Executive Directors meet regularly to discuss the corporate strategy, the business operations
and the results of the business units in the Group.
3.
SUPPLY OF INFORMATION
Your Board has full and unrestricted access to information concerning the Group from the senior
management, the external auditors and services of the Company Secretary to enable them to discharge
their duties effectively. Your Board may also seek advice of external independent professionals at the
Group’s expense.
All information on meetings is disseminated to your Board at least 7 days before the date of meeting to
enable your Board to make an informed decision. Relevant personnel of the Group could be summoned to
the Board meeting to further brief your Board as and when required.
4.
BOARD COMMITTEES
In order to ensure the effectiveness in the periodic monitoring, deliberating and safeguarding of shareholders’
interest, your Board has delegated certain of its responsibilities to the Board Committees which operates within
clearly defined terms of reference to carry out these responsibilities in a supporting role to your Board.
These Committees comprising members of your Board are empowered to deliberate and examine issues
delegated to them and report back to your Board with their recommendations and comments.
At present, your Board is assisted by two (2) Board Committees with their respective term of reference as
provided below:-
(6 9 2 9 5 9 - W)
29
STATEMENT
ON
CORPORATE
GOVERNANCE
(CON’T)
4.1
Audit Committee
In accordance with the Best Practices under the Code, the Audit Committee comprises three (3)
members made up of Independent Non-Executive Directors:Name
Lau Tiang Hua
Designation
Chairman
Member
Member
The principal function of the Audit Committee is to assist your Board in the effective discharge of its
fiduciary responsibilities in relation to corporate governance, ensure timely and accurate financial
reporting, proper implementation of risk management policies and strategies in relation to the
Group’s business strategies and the development of sound internal control system and effective risk
management framework.
In accordance with the best practices of corporate governance, the Audit Committee presents its
report set out on pages 33 to 36 of this Annual Report.
4.2
Nomination And Remuneration Committee
In accordance with the Best Practices under the Code, the Nomination and Remuneration Committee
comprises three (3) members and have the following term of reference as provided below:Name
Lau Tiang Hua
Ng Yih Pyng
Designation
Chairman
Member
Member
The Committee’s duties and responsibilities include:a)
b)
c)
d)
e)
f)
g)
h)
5.
To assist your Board in reviewing on an annual basis, or as required, the correct mix of skills,
business and professional experiences that should be added to your Board;
To identify core competencies, skills and other qualities required by Independent Non-Executive
Directors that is essential to contribute towards the effectiveness and balance of your Board;
To review and evaluate on an annual basis, the effectiveness of the Board functions and its
Committees based on the corporate governance principles and practices of your Board;
To review and evaluate the contributions made by each member of your Board;
To assist and when required by your Board in the review and evaluation of succession planning
of top management;
To ensure that a transparent and formal procedure is established in the development and assessment
of the level of compensation that would be sufficient to attract and retain good caliber Directors;
To review the composition of the various types of components of remuneration package such
as fee, allowances, basic salary, bonus and other benefits-in-kind for Directors; and
To ensure that the components of the Directors’ remuneration package are linked to performance,
responsibility levels and is comparable with market norm.
DIRECTORS’ TRAINING
All Directors of the Group have attended the Mandatory Accreditation Program (MAP) prescribed by Bursa
Securities. In addition, your Board is regularly being briefed on the Group’s operation and take proactive
steps to visit both manufacturing and retailing operation to gain indepth understanding of the business.
In view of the proposed implementation of the Goods & Services Tax by the Royal Custom of Malaysia,
your Board together with the senior management team of the Group has attended a seminar on Goods &
Services Tax conducted by BDO Tax Services Sdn. Bhd. on 8 April 2010.
30
STATEMENT
ON
CORPORATE
GOVERNANCE
(CON’T)
Your Board encourages its Directors to attend talks, seminars, workshops and conferences to update and
enhance their skills and knowledge to enable them to carry out their roles as directors effectively, more
specifically in discharging their responsibilities towards corporate governance and regulatory compliances.
6.
RE-ELECTION OF DIRECTORS
According to the Company’s Articles of Association, at least one third of the directors shall retire from office
at the Annual General Meeting (AGM), and eligible for re-election provided that each Director shall retire
once in every three (3) years.
The Articles also provide that all Directors who are appointed by your Board may only hold office until the
next AGM subsequent to their appointment and shall then be eligible for re-election but shall not be taken
into account in determining the Directors who are to retire by rotation at that AGM.
In accordance with Section 129(2) of the Companies Act, 1965, any Directors who have attained the age
of seventy (70) years and above are required to submit themselves for re-appointment by the shareholders
annually.
The re-election of Directors provides shareholders an opportunity to reassess the composition of your Board.
7.
DIRECTORS’ REMUNERATION
The Company’s remuneration policy for Directors is tailored towards attracting and retaining Directors with
relevant experience and expertise needed to assist in managing the Group effectively. The Nomination and
Remuneration Committee carries out the annual review of the overall remuneration for Directors and key
Senior Management Officers whereupon recommendations are submitted to your Board for approval.
The details of your Directors’ remuneration paid/payable to all Directors of the Company for the financial
year ended 31 December 2009 are set out as follows:Remuneration
Salaries
Fees
Benefit-in-Kind
Non - Executive Director
RM
179,000
-
Executive Director
RM
2,361,560
85,000
95,500
Remuneration
Below RM 50,000
RM 50,001 - RM
RM 100,001 - RM
RM 150,001 - RM
RM 200,001 - RM
RM 250,001 - RM
RM 300,001 - RM
RM 350,001 - RM
RM 401,001 - RM
RM 451,001 - RM
RM 501,001 - RM
RM 551,001 - RM
RM 600,001 - RM
RM 651,001 - RM
RM 701,001 - RM
Non - Executive Director
3
1
-
Executive Director
1
2
1
1
1
100,000
150,000
200,000
250,000
300,000
350,000
400,000
450,000
500,000
550,000
600,000
650,000
700,000
750,000
The Directors’ fees payable are subject to the approval of the shareholders at the forthcoming Annual
General Meeting of the Company.
(6 9 2 9 5 9 - W)
31
STATEMENT
ON
CORPORATE
GOVERNANCE
(CON’T)
8.
ACCOUNTABILITY AND AUDIT
8.1
Financial Reporting
Your Board recognizes its role and responsibility to ensure that the Group’s and the Company’s
financial statements present a true and fair view of the state of affairs and are prepared in accordance
with applicable approved Financial Reporting Standards in Malaysia and the provisions of the
Companies Act, 1965.
Your Board is also committed to provide the highest level of disclosure possible to ensure integrity and
consistency of the financial reports.
The Group publishes full financial statements annually and condensed financial statements quarterly
as required by Bursa Malaysia’s Listing Requirements.
The Audit Committee assists your Board in scrutinizing the information for disclosure to ensure its
accuracy, adequacy and completeness.
8.2
Internal Control
Your Board acknowledges its overall responsibility for maintaining a sound system of internal control
to safeguard shareholders’ investment and the Group’s and the Company’s assets.
The Audit Committee through the Internal Audit Department reviews the effectiveness of the system of
internal control of the Group periodically. The review covers the financial, operational and compliance
controls as well as risk management.
The Statement on Internal Control as set out on pages 37 to 39 in this Annual Report provides an
overview of the state of internal control within the Group.
8.3
Relationship with Auditors
The Company’s external auditors continue to provide the independent opinion to shareholders on
the Group’s and the Company’s financial statements. Your Board maintains a formal and transparent
relationship with the auditors to meet their professional requirements.
The role of the Audit Committee in relation to the internal and external auditors is described in the
Audit Committee Report section on pages 33 to 36 of this Annual Report.
8.4
Directors’ Responsibility Statement
Your Board is responsible for ensuring that the financial statements for the financial year which
have been made out in accordance with the applicable approved Financial Reporting Standards in
Malaysia and give a true and fair view of the state of affairs of the Group and the Company as at
31 December 2009 and of the results of the operations of the Group and of the Company and of
the cash flows of the Group and the Company for the financial year then ended.
In preparing the financial statements, your Board has used appropriate and relevant accounting
policies that are consistently applied and supported by reasonable as well as prudent judgements
and estimates, and that all applicable approved Financial Reporting Standards in Malaysia have
been complied with.
Your Board is responsible for ensuring that the Group and the Company keep proper accounting
records which disclose with reasonable accuracy the financial position of the Group and the Company
and which enable them to ensure that the financial statements comply with the Companies Act, 1965.
32
STATEMENT
ON
CORPORATE
GOVERNANCE
(CON’T)
Your Board also have the general responsibility for taking such steps as are reasonably open to them
to safeguard the assets of the Group, to detect and prevent fraud and other irregularities.
The Directors’ Responsibility Statement in respect of the Audited Financial Statements for the year
ended 31 December 2009 is set out in the Financial Statements section of this Annual Report.
9.
COMMUNICATION WITH SHAREHOLDERS AND INVESTORS
Your Board recognizes the importance of maintaining transparency and accountability to its shareholders
and investors.
Your Board keeps shareholders informed via announcements, and timely release of quarterly financial
results, press releases, annual reports and circulars to shareholders. Your Board also takes effort to meet up
with investor on regular basis to provide up to date information about the Group.
Information of the Group is also accessible through the Company’s website at www.tomei.com.my which
is updated on regular basis. Information available in the website includes among others the Group Annual
Report, quarterly financial announcement, major and significant announcement, press release and latest
corporate development of the Group.
The Annual General Meeting (AGM) serves as the principal forum for dialogue and communication between
your Directors and the shareholders. At the AGM, shareholders are given direct access to your Board and
are encouraged to participate in its proceedings and seek clarification on the performance of the Group.
10. STATEMENT ON COMPLIANCE WITH THE BEST PRACTICES OF THE MALAYSIAN
CODE ON CORPORATE GOVERNANCE
Having reviewed the governance structure and practices of the Group, your Board considers that it has
complied with the best practices as set out in the Code as well as the items set out in Part A of Appendix
9C of the Listing Requirements of Bursa Securities in relation to the requirement of a separate disclosure in
the Annual Report.
This Statement on Corporate Governance is made in accordance with the resolution of the Board of
Directors dated 24 February 2010.
(6 9 2 9 5 9 - W)
33
MAJOR
RETAIL
BRANDS
MAJOR
RETAIL
BRANDS
(6 9 2 9 5 9 - W)
MAJOR
RETAIL
BRANDS
MAJOR
RETAIL
BRANDS
(6 9 2 9 5 9 - W)
33
AUDIT
COMMITTEE
REPORT
1.
COMPOSITION
The Audit Committee is appointed by your Board of Directors from amongst its members. The Audit
Committee comprised the following three (3) members:Lau Tiang Hua
2.
-
a)
The Audit Committee shall comprise at least 3 directors.
b)
The alternate directors shall not be appointed as members of the Audit Committee.
c)
All the Audit Committee members must be non-executive directors, with majority of them being
independent directors.
d)
At least one member of the Audit Committee:(i)
Must be a member of the Malaysian Institute of Accountants; or
(ii)
If he is not a member of the Malaysian Institute of Accountants, he must have at least three (3)
years working experience; and
He must have passed the examinations specified in Part I of the 1st Schedule of the
Accountant’s Act 1967; or
He must be a member of one of the associations of accountants specified in Part II of the
1st Schedule of the Accountant’s Act 1967; or
(iii) Fulfils such other requirements as prescribed or approved by Bursa Securities.
e)
Members of the Audit Committee shall elect a Chairman, who shall be an Independent Non-Executive
Director from among their members.
f)
Members of the Audit Committee shall be appointed for a period of 3 years and shall be eligible for
re-appointment.
g)
In the event of any vacancy in the Audit Committee resulting in the number of members being reduced
to below 3, the vacancy must be filled within 3 months.
OBJECTIVES
a)
The Audit Committee is to serve as a focal point for communication between your Directors, the
external auditors, internal auditors and the Management on matters in connection with accounting,
reporting and controls.
b)
The Audit Committee is to assist your Board in fulfilling its fiduciary responsibilities for ensuring quality,
integrity and reliability of the practices of the Group.
c)
The Audit Committee will reinforce the independence of the Group’s external and internal auditors.
34
AUDIT
COMMITTEE
REPORT
(CON’T)
3.
FUNCTIONS
The Audit Committee shall, amongst others, discharge the following functions:a)
Review the following and report the same to your Board:i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
xi)
xii)
4.
With the external auditors the audit plan;
With the external auditors their evaluation of the system of internal controls;
With the external auditors their audit report;
The assistance provided by employees to the external auditors;
The adequacy of the scope, functions, competency and resources of the internal audit function and
the necessary authority given to the internal auditors in order for them to carry out their work;
The internal audit plan and the results of the internal audit undertaken and whether or not
appropriate action has been taken on the recommendations of the internal auditors;
Quarterly interim financial reports and year end financial statements prior to the approval of
your Board focusing particularly on:changes in significant accounting policies;
significant and unusual events;
the going concern assumption; and
compliance with accounting standards and other legal requirements.
Any related party transactions and conflict of interest situation including any transaction,
procedure or course of conduct that raises questions of management integrity;
Any letters of resignation from the external auditors;
Whether there is any reason, supported by grounds, to believe that the external auditors are
not suitable for re-appointment;
The effectiveness of the internal control and management information systems; and
All areas of significant financial risk and the arrangements in place to contain those risks to
acceptable levels.
b)
Recommend the nomination of a person or persons as external auditors.
c)
Report promptly to Bursa Securities any matter that the Audit Committee had reported to your Board,
which was not satisfactorily resolved and/or resulted in a breach of the Listing Requirements.
AUTHORITY
For the performance of its duties, the Audit Committee shall:a)
Have authority to investigate any matter within its terms of reference;
b)
Have the resources required to perform its duties;
c)
Have direct communication channels with the external auditors and persons carrying out the internal
audit function;
d)
Have full and unrestricted access to any information pertaining to the Group;
e)
Be able to obtain independent professional or other advice at a cost which is to be approved by your
Board;
f)
Be able to convene meetings with the external auditors, the internal auditors or both, with the exclusion
of other directors and employees, whenever deemed necessary; and
g)
Be able to invite outsiders with relevant experience to attend its meetings if necessary.
(6 9 2 9 5 9 - W)
35
AUDIT
COMMITTEE
REPORT
(CON’T)
5.
PROCEDURES
The Audit Committee shall regulate its procedures as follows:-
6.
a)
The Audit Committee shall hold at least 4 meetings in each financial year;
b)
A member of the Audit Committee may at any time summon a meeting of the Audit Committee;
c)
Notice calling for a meeting of the Audit Committee shall be given to its members at least 14 days
before the meeting or at shorter notice as the Audit Committee members shall determine or agree;
d)
The quorum necessary for the transaction of business at an Audit Committee meeting shall be two and
the majority of members present must be independent directors;
e)
Questions arising at any Audit Committee meeting shall be decided by the majority vote of its
members present. In case of an equality of votes, the Chairman of the meeting shall have a second
or casting vote; and
f)
Minutes of each Audit Committee meeting shall be kept by the Company Secretary.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The Audit Committee held five (5) meetings during the financial year ended 31 December 2009 and the
attendance of each member is as follows:Name
Lau Tiang Hua
Attendance
5/5
5/5
4/5
The following is a summary of the main activities carried out by the Audit Committee during the financial
year ended 31 December 2009:a)
Reviewing and recommending for your Board’s approval the quarterly results of the Group for
announcement to Bursa Securities;
b)
Reviewing the audit report and observations made by the external auditors on the annual financial
statements that require appropriate actions and the Management’s response thereon and reporting
them to your Board;
c)
Reviewing and recommending for your Board’s approval the audited annual financial statements;
d)
Reviewing and approving the internal audit plan and reviewing the internal audit reports and the
recommended actions to be taken by the Management;
e)
Reviewing the adequacy of the scope, functions, competency and resources of the internal audit
function;
f)
Submitting regular reports of matters discussed in the Audit Committee meeting to your Board of
Directors for information and review;
g)
Having 2 private discussions with the external auditors without the presence of the Management to
discuss problems, issues and concerns arising from the interim and final audits, and any other relevant
matters;
36
AUDIT
COMMITTEE
REPORT
(CON’T)
7.
h)
Reviewing the impact of new or proposed changes in accounting standards and regulatory
requirements to the Company; and
i)
Reviewing any related party transactions and conflict of interest situation that may arise within
the Company or Group.
INTERNAL AUDIT FUNCTION AND SUMMARY OF ACTIVITIES
The main role of the internal audit is to review the effectiveness of the Group’s system of internal controls and
this is performed with impartiality, proficiency and due professional care. Internal audit adopts a risk based
auditing approach by focusing on reviewing identified high risk areas for compliance with control policies
and procedures, identifying business risk which have not been appropriately addressed and evaluating the
adequacy and integrity of controls.
The Group has in place an internal audit function. The Head of the Internal Audit Department reports
directly to the Audit Committee. The internal audit activities are guided by a detailed annual Audit Plan.
The annual Audit Plan is approved by the Audit Committee and thereafter updated as and when necessary
after prior approval of the Audit Committee.
During the period under review, the Internal Audit Department had undertaken the following activities:a)
Physical verification of inventory and cash maintained at the branches (located in Malaysia) and
Head Office, and at a subsidiary namely Gemas Precious Metals Industries Sdn Bhd; and reviewing
the compliance of laid down inventory and cash handling procedures, check for strict compliance
to business processes, statutory requirements and corporate governance by the Management.
Highlighting control weaknesses and recommending improvements;
b)
Performing ad hoc reviews of selected internal control system and procedures as requested by top
Management;
c)
Discussing audit findings and audit recommendations with Management for resolution and action; and
d)
Presenting the internal audit reports at the Audit Committee meetings for the deliberation by its
members, and to follow up on the suggestions by its members.
This Audit Committee Report is made in accordance with the resolution of your Board of Directors dated
24 February 2010.
(6 9 2 9 5 9 - W)
37
STATEMENT
ON INTERNAL
CONTROL
The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal
control to safeguard shareholders’ investment and the Group’s assets.
In accordance with Paragraph 15.27(b) of the Listing Requirements of the Bursa Securities, the Board of Directors
of Listed Companies is required to include a statement about the state of internal control of the listed entity as a
group in their annual report.
Pursuant to these requirements, your Board of Directors is committed to its responsibility in maintaining a sound and
reliable system of internal control through the process of independent internal audit functions, risk management
reviews and the continuous review of its effectiveness by the Audit Committee.
Your Board is pleased to provide the following statement which outlines the nature and scope of internal control
of the Group during the period under review.
1.
BOARD RESPONSIBILITIES
Your Board acknowledges the importance of maintaining a sound system of internal control and its
effectiveness and adequacy in safeguarding the shareholders’ investment and the Group’s assets.
This includes reviewing and ensuring the effectiveness and efficiency of business operations, reliability
of financial information, compliance with laws and regulations and risk management policies and
procedures.
The internal control system is designed to manage rather than to eliminate the risk of failure to meet the
Group’s business objectives. Therefore, it can only provide reasonable, but not absolute assurance against
material misstatement, operational failures, fraud or loss.
2.
CONTROL STRUCTURE AND ENVIRONMENT
Your Board puts paramount importance in ensuring that an appropriate control environment is established
within the organization to govern the conduct within the Group. The key elements of controls are:2.1
The Audit Committee
The Group’s Audit Committee comprises only Independent Non-Executive Directors in order to ensure
that it is able to carry out its duty without any interference from the Executive Directors and to provide
an unbiased view. The Audit Committee members who bring with them a wide variety of experience
and expertise in various disciplines reinforce the effectiveness of its role.
The Audit Committee meets on a regular basis and has full and unrestricted access to both the internal
and external auditors. The Audit Committee operates within its Terms of Reference and ensures that
there are effective risk management and compliance to control procedures in order to provide the
level of assurance required by your Board.
38
STATEMENT
ON INTERNAL
CONTROL
(CON’T)
2.2
Internal Audit Function
The Group has in place an internal audit function. The Head of the Internal Audit Department reports
directly to the Audit Committee. Your Board of Directors, however, is still responsible for ensuring the
adherence of the scope of the internal audit function.
The functions and responsibilities of the Audit Committee and the internal audit function are in
accordance with the Internal Audit Charter, the Guidelines on Internal Audit Function issued by The
Institute of Internal Auditors, Malaysia and the Listing Requirements of Bursa Securities.
Proper internal audit plan has been set up to assess the adequacy and effectiveness of the internal
control and to review potential risk area on a periodical basis. The internal audit activities are guided
by a detailed annual Audit Plan. The annual Audit Plan is approved by the Audit Committee and
thereafter updated as and when necessary after prior approval of the Audit Committee.
The internal audit includes the physical verification of inventory and cash maintained at the branches
(located in Malaysia), Head Office and at a subsidiary namely Gemas Precious Metals Industries
Sdn Bhd and reviewing the compliance of laid down inventory and cash handling procedures, and
to check for strict compliance to business processes and statutory requirements. Through periodical
review, audit findings of any potential risk and non-compliance are highlighted to the Management
for resolution and action. The cost incurred for the internal audit function in respect of this financial
year stood at RM 518,000.
Internal audit independently reviews the risk exposures and control processes implemented by the
Management and reports to the Audit Committee on a quarterly basis or as and when required.
The Audit Committee meets with the external auditors at least twice a year without the presence of
the Management and Executive Directors to discuss problems, issues and concerns arising from the
interim and final audits, and any other relevant matters.
The internal audit reports are tabled at the Audit Committee meetings, at which the findings are
reviewed with the Management and for the deliberation by the Audit Committee members, and to
follow up on the suggestions by the Audit Committee members. Internal auditors follow up with the
Management to ensure that recommendations to improve controls are implemented. These initiatives,
together with the Management’s adoption of the external auditors’ recommendations for improvement
on internal controls noted during their audit, provide reasonable assurance that necessary control
procedures are in place. The Audit Committee submits regular reports of their deliberations to your
Board of Directors for their information and review.
The system of internal control has been considered by your Board of Directors to be adequate
and its risks to be at an acceptable level within the context of the Group’s business environment.
However, such system does not eliminate in total the possibility of human error, collusion or deliberate
circumvention of control procedures by employees and others. Nevertheless, the system of internal
control does provide a level of confidence on which your Board of Directors relies for assurance.
(6 9 2 9 5 9 - W)
39
STATEMENT
ON INTERNAL
CONTROL
(CON’T)
2.3
Other Key Areas of Internal Control
The Group has a clearly defined organization structure with clear defined lines of responsibility and
accountability aligned to the current business and operations requirements. The Group also has in
place a set of Operation Manual which has been reviewed by the Audit Committee and approved
by your Board to guide the operation of each business division.
Each departmental head reports directly to the Group Managing Director who in turn reports to your
Board under a separate agenda at each Board meeting. The Group Managing Director’s Report will
encompass significant development in the Group’s business operations as well as development in the
industry as a whole. In addition your Board may call for a review of the strategic planning, budgeting
and forecasting of revenue and expenses in the light of changes to the business environment.
Management is required to prepare its comprehensive business plan and annual budgets for tabling
to your Board for its deliberation and approval. The Audit Committee will monitor the Group’s
performance against the approved budgets through the review of quarterly interim financial reports.
In their review of quarterly interim financial reports, the Audit Committee will deliberate on all key
financial and operating performance.
The Audit Committee will deliberate on the Internal Auditor’s report every quarter and focus on those
major findings to ensure corrective actions are taken by Management.
Your Board remains committed towards operating a sound system of internal control which continuously
evolves to support both the type of business and size of operation of the Group as well as to
cater to the changing external environment. As such, your Board will, when necessary put in place
appropriate action plans to further enhance the Group’s system of internal control.
3.
REVIEW OF STATEMENT BY EXTERNAL AUDITOR
The external auditors have reviewed this Statement on Internal Control for the inclusion in the annual report of
the Group for the year ended 31 December 2009 and have reported to your Board that nothing has come
to their attention that causes them to believe that the Statement is inconsistent with their understanding of the
process your Board has adopted in the review of the adequacy and integrity of internal control of the Group.
This statement is made in accordance with the resolution of the Board of Directors dated 24 February 2010.
40
ADDITIONAL
COMPLIANCE
INFORMATION
UTILIZATION OF PROCEEDS
There was no fund raising exercise implemented during the financial year.
SHARE BUYBACKS
The Company does not have a scheme to buy back its own shares.
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
The Company has not issued any options, warrants or convertible securities for the financial year ended 31
December 2009.
AMERICAN DEPOSITORY RECEIPT OR GLOBAL DEPOSITORY RECEIPT
The Company did not sponsor any depository receipt programme for the financial year ended 31 December
2009.
IMPOSITION OF SANCTIONS AND/OR PENALTIES
There were no sanction and/or penalties imposed on the Company and its subsidiaries, Directors or Management
by relevant regulatory bodies during the financial year ended 31 December 2009.
NON–AUDIT FEE
During the financial year ended 31 December 2009, RM 14,400 was paid to the external auditors, Messrs
BDO, for non-audit services.
PROFIT GUARANTEE
The Company is not subject to any profit guarantee.
VARIATION OF RESULTS
During the financial year, there were no variation of results that differ by more than 10% from any profit estimate,
forecast or unaudited results that were announced.
MATERIAL CONTRACTS
There were no material contract entered into by the Company and/or its subsidiaries during the financial year
ended 31 December 2009, which involves the interest of Directors and major shareholders.
REVALUATION POLICY
The Group adopts a fair value policy in accounting for the value of its investment properties. As such, the fair
value of each investment property was determined by way of valuation by an independent professional valuer
or based on existing similar market transaction. Any revaluation surplus or deficit is appropriately taken up in the
Income Statement in the year they arise.
There is no revaluation policy for property, plant and equipment which are carried at cost less accumulated
depreciation and amortization.
(6 9 2 9 5 9 - W)
41
ADDITIONAL
COMPLIANCE
INFORMATION
(CON’T)
RECURRENT RELATED PARTY TRANSACTIONS
The aggregate value of the recurrent related party transactions conducted by the Company and/or its subsidiary
companies with related parties during the financial year are as follows:-
Nature of
transactions
Nature of
relationship
Amount of
transactions
(RM)
Sales of jewellery
Note 1
179,581
Sales and purchases
of jewellery
Note 2
1,101,888
Tomei Gold & Jewellery
Manufacturing Sdn. Bhd.
Rental of premises
Note 3
21,600
Best Arcade
Sdn. Bhd.
(MJ) Sdn. Bhd.
Rental of premises
Note 4
306,000
Teck Fong Property
Sdn.Bhd.
(MJ) Sdn. Bhd.
Rental of premises
Note 5
290,400
Oasis Properties
Sdn. Bhd.
Rental of premises
Note 6
48,000
Oasis College
Sdn. Bhd.
Manufacturing Sdn.Bhd.
Rental of premises
and staff training
Note 7
48,100
B-Two Technology
Sdn. Bhd.
Tomei Marketing
Sdn. Bhd.
Rental of premises
Note 8
36,000
B-Two Technology
Sdn. Bhd.
Gemas Precious Metals
Industries Sdn. Bhd.
Purchase of tools
Note 8
2,720
Persekutuan
Persatuan-Persatuan
Hakka Malaysia
Rental of
advertisement
space
Note 9
11,200
C.S. Tang & Co
Tomei Consolidated
Berhad
Provision of
legal services
Note 10
17,134
Permata Sagu
Sdn. Bhd.
Corp. (K.L) Sdn. Bhd.
Rental of premises
Note 11
2,000
Transacting Parties
Parties within the Group
Ong Tiong Yee &
Sons Sdn. Bhd.
Yi Xing Goldsmith
Sdn. Bhd.
Eugen Schofer
Gmbh & Co
Unique Avenue
Sdn. Bhd.
42
ADDITIONAL
COMPLIANCE
INFORMATION
(CON’T)
NOTE 1
Ong Kee Liang, the spouse of Ng Sheau Chyn, a Director of the Company is a shareholder of Ong Tiong Yee
& Sons Sdn. Bhd. .
NOTE 2
Eugen Schofer Gmbh & Co is a shareholder of Gemas Precious Metals Industries Sdn. Bhd. .
NOTE 3
Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen, Directors of the
Company are also directors of Unique Avenue Sdn. Bhd. . Tan Sri Datuk Ng Teck Fong is the major shareholder
of Unique Avenue Sdn. Bhd. .
NOTE 4
Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors
and major shareholders of Best Arcade Sdn. Bhd. .
NOTE 5
Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors of
Teck Fong Property Sdn. Bhd. .
NOTE 6
Tan Sri Datuk Ng Teck Fong and Ng Sheau Chyn are directors of Oasis Properties Sdn. Bhd. . Tan Sri Datuk Ng
Teck Fong is also a substantial shareholder of Oasis Properties Sdn. Bhd. .
NOTE 7
Tan Sri Datuk Ng Teck Fong, Ng Yih Chen and Ng Sheau Chyn are directors of Oasis College Sdn. Bhd. . Tan
Sri Datuk Ng Teck Fong is also a substantial shareholder of Oasis College Sdn. Bhd. .
NOTE 8
Tan Sri Datuk Ng Teck Fong and Ng Sheau Chyn are directors and major shareholders of B-Two Technology
Sdn. Bhd. .
NOTE 9
Tan Sri Datuk Ng Teck Fong was the President of Persekutuan Persatuan-Persatuan Hakka Malaysia.
NOTE 10
M Chareon Sae Tang @ Tan Whye Aun is a partner of C.S. Tang & Co. .
NOTE 11
Tan Sri Datuk Ng Teck Fong, Ny Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen are directors and major
shareholders of Permata Sagu Sdn. Bhd. .
(6 9 2 9 5 9 - W)
43
Your Board is responsible for ensuring that the financial statements for the financial year which have been made
out in accordance with the applicable approved Financial Reporting Standards in Malaysia and give a true and
fair view of the state of affairs of the Group and of the Company as at 31 December 2009 and of the results of
the operations of the Group and of the Company and of the cash flows of the Group and of the Company for
the financial year then ended.
DIRECTORS’
RESPONSIBILITY
STATEMENT
IN RELATION
TO THE
FINANCIAL
STATEMENTS
In preparing the financial statements, your Board has used appropriate and relevant accounting policies that
are consistently used and supported by reasonable as well as prudent judgements and estimates, and that all
applicable approved Financial Reporting Standards (“FRSs”) in Malaysia have been complied with.
Your Board is responsible for ensuring that the Group and the Company keep proper accounting records which
disclose with reasonable accuracy the financial position of the Group and the Company and which enable them
to ensure that the financial statements comply with the Companies Act, 1965.
Your Board also has a general responsibility for taking such steps as are reasonably open to them to safeguard
the assets of the Group and to detect and prevent fraud and other irregularities.
The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 is set out on page 50 of
the Annual Report.
FINANCIAL CONTENTS
DIRECTORS’ REPORT
45
STATEMENT BY DIRECTORS
50
STATUTORY DECLARATION
50
INDEPENDENT AUDITORS’ REPORT
51
BALANCE SHEETS
53
INCOME STATEMENTS
55
STATEMENTS OF CHANGES IN EQUITY
56
CASH FLOW STATEMENTS
58
NOTES TO THE FINANCIAL STATEMENTS
61
(6 9 2 9 5 9 - W)
45
DIRECTORS’
REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2009.
PRINCIPAL ACTIVITIES
The Company’s principal activity is investment holding. The principal activities of the subsidiaries are set out in
Note 9 to the financial statements. There have been no significant changes in the nature of these activities during
the financial year.
RESULTS
Group
RM’000
Company
RM’000
Profit for the financial year
18,880
256
Attributable to: Equity holders of the Company
Minority interest
18,239
641
256
-
18,880
256
DIVIDENDS
Dividends paid, declared or proposed since the end of the previous financial year were as follows:Company
RM’000
In respect of financial year ended 31 December 2008:First and final dividend of 2.5 sen per ordinary share, less tax of 25%,
paid on 15 June 2009
2,362
The Directors proposed a first and final single tier tax exempt dividend of 3.0 sen per ordinary share, amounting
to RM 4,158,000 in respect of the financial year ended 31 December 2009, subject to the approval of
shareholders at the forthcoming Annual General Meeting.
46
DIRECTORS’
REPORT
(CON’T)
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those
disclosed in the financial statements.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the financial year.
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any new shares or debentures during the financial year.
DIRECTORS
The Directors who have held office since the date of the last report are as follows:-
Ng Yih Pyng
Lau Tiang Hua
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
Choong Chow Mooi
(6 9 2 9 5 9 - W)
47
DIRECTORS’
REPORT
(CON’T)
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in ordinary shares of
the Company during the financial year ended 31 December 2009 as recorded in the Register of Directors’
Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, were as follows:- Number of ordinary shares of RM 0.50 each Balance
Balance
as at
as at
1.1.2009
Acquired
Sold
31.12.2009
Shares in the Company
Direct interests
Ng Yih Pyng
Ng Yih Chen
Ng Sheau Chyn
Ng Sheau Yuen
Choong Chow Mooi
7,274,458
2,000,000
581,239
100,000
548,700
100,000
100,000
6,591,000
-
-
13,865,458
2,000,000
581,239
100,000
548,700
100,000
100,000
64,056,077
63,065,177
63,065,177
5,111,364
-
-
69,167,441
63,065,177
63,065,177
Indirect interests
Ng Yih Pyng
Ng Yih Chen
By virtue of their interest in the ordinary shares of the Company, Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng and
Ng Yih Chen are also deemed to have interests in the ordinary shares of all the subsidiaries to the extent that the
Company has an interest.
None of the other Directors holding office at the end of the financial year held any interest in the ordinary shares
of the Company and of its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive
any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable
by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related
corporation with the Director or with a firm of which the Director is a member, or with a company in which the
Director has a substantial financial interest other than as disclosed in Note 34 to the financial statements.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which
had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in
or debentures of the Company or any other body corporate.
48
DIRECTORS’
REPORT
(CON’T)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY:(I)
AS AT THE END OF THE FINANCIAL YEAR
(a)
(b)
(II)
(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 have
been written off and that adequate provision had been made for doubtful debts; and
(ii)
to ensure that any current assets which were unlikely to realise their book values in the ordinary
course of business had been written down to their estimated realisable values.
In the opinion of the Directors, the results of the operations of the Group and of the Company during
the financial year have not been substantially affected by any item, transaction or event of a material
and unusual nature.
FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c)
(d)
(III)
Before the income statements and balance sheets of the Group and of the Company were made out,
the Directors took reasonable steps:-
The Directors are not aware of any circumstances:(i)
which would render the amount written off for bad debts or the amount of provision for doubtful
debts in the financial statements of the Group and of the Company inadequate to any material
extent; or
(ii)
which would render the values attributed to the current assets in the financial statements of the
Group and of the Company misleading; and
(iii)
which have arisen which would render adherence to the existing method of valuation of assets
or liabilities of the Group and of the Company misleading or inappropriate.
In the opinion of the Directors:(i)
there has not arisen any item, transaction or event of a material and unusual nature likely
to affect substantially the results of the operations of the Group and of the Company for the
financial year in which this report is made; and
(ii)
no contingent or other liability has become enforceable, or is likely to become enforceable,
within the period of twelve (12) months after the end of the financial year which will or may
affect the ability of the Group and of the Company to meet their obligations as and when they
fall due.
AS AT THE DATE OF THIS REPORT
(e)
There are no charges on the assets of the Group and of the Company which have arisen since the
end of the financial year to secure the liabilities of any other person.
(f)
There are no contingent liabilities of the Group and of the Company which have arisen since the end
of the financial year.
(g)
The Directors are not aware of any circumstances not otherwise dealt with in the report or financial
statements which would render any amount stated in the financial statements of the Group and of the
Company misleading.
(6 9 2 9 5 9 - W)
49
DIRECTORS’
REPORT
(CON’T)
SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
Significant event during the financial year is disclosed in Note 35 to the financial statements.
SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
Significant event subsequent to the balance sheet date is disclosed in Note 36 to the financial statements.
HOLDING COMPANY
The Directors regard Teck Fong Corporation Sdn. Bhd., a company incorporated in Malaysia, as the holding
company.
AUDITORS
The auditors, BDO, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors.
........................................................
Director
.......................................................
Ng Yih Pyng
Director
Kuala Lumpur
8 April 2010
50
STATEMENT
BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 53 to 123 have been drawn up in
accordance with applicable approved Financial Reporting Standards in Malaysia and the provisions of the
Companies Act, 1965 so as to give a true and fair view of the state of affairs of the Group and of the Company
as at 31 December 2009 and of the results of the operations of the Group and of the Company and of the cash
flows of the Group and of the Company for the financial year then ended.
On behalf of the Board,
........................................................
Director
........................................................
Ng Yih Pyng
Director
Kuala Lumpur
8 April 2010
STATUTORY
DECLARATION
I, Tan Sri Datuk Ng Teck Fong, being the Director primarily responsible for the financial management of Tomei
Consolidated Berhad, do solemnly and sincerely declare that the financial statements set out on pages 53 to 123
are, to the best of my knowledge and belief, 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 at
Kuala Lumpur this
8 April 2010
Before me:-
SAW AH LEONG (No:W450)
Commissioner for Oaths
Kuala Lumpur
(6 9 2 9 5 9 - W)
)
)
)
)
51
INDEPENDENT
AUDITORS’
REPORT TO THE
MEMBERS OF
TOMEI
CONSOLIDATED
BERHAD
Report on the Financial Statements
We have audited the financial statements of Tomei Consolidated Berhad, which comprise the balance sheets as
at 31 December 2009 of the Group and of the Company, and the income statements, statements of changes
in equity and cash flow statements of the Group and of the Company for the financial year then ended, and a
summary of significant accounting policies and other explanatory notes, as set out on pages 53 to 123.
Directors’ Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements
in accordance with applicable approved Financial Reporting Standards in Malaysia and the provisions of the
Companies Act, 1965. This responsibility includes: designing, implementing and maintaining internal control
relevant to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting
estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable approved
Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true
and fair view of the state of affairs of the Group and of the Company as at 31 December 2009 and of the results
of the operations of the Group and of the Company and of the cash flows of the Group and of the Company for
the financial year then ended.
52
INDEPENDENT
AUDITORS’
REPORT TO THE
MEMBERS OF
TOMEI
CONSOLIDATED
BERHAD (CON’T)
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965, we also report the following:(a)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
(b)
We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we
have not acted as auditors, which are indicated in Note 9 to the financial statements.
(c)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
Company’s financial statements are in form and content appropriate and proper for the purpose of the
preparation of the financial statements of the Group and we have received satisfactory information and
explanations required by us for those purposes.
(d)
The audit reports on the financial statements of the subsidiaries did not contain any qualification or any
adverse comment made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, 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.
BDO
Law Kian Huat
AF: 0206
Chartered Accountants
2855/07/10 (J)
Chartered Accountant
Kuala Lumpur
8 April 2010
(6 9 2 9 5 9 - W)
53
BALANCE
SHEETS
AS AT
31 DECEMBER
2009
NOTE
2009
RM’000
Group
2008
RM’000
Company
2009
2008
RM’000
RM’000
7
8
9
10
15,340
1,792
479
18,553
1,498
612
28,867
-
26,882
-
17,611
20,663
28,867
26,882
216,420
17,982
1,778
8,292
195,776
18,943
1,879
5,063
91,486
1,720
5,284
123,306
1,518
814
244,472
221,661
98,490
125,638
262,083
242,324
127,357
152,520
ASSETS
Non-current assets
Property, plant and equipment
Investment properties
Investments in subsidiaries
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Current tax assets
Cash and cash equivalents
TOTAL ASSETS
11
12
13
54
BALANCE
SHEETS
AS AT
31 DECEMBER
2009
(CON’T)
NOTE
2009
RM’000
Group
2008
RM’000
Company
2009
2008
RM’000
RM’000
14
15
63,000
63,857
63,000
48,466
63,000
11,595
63,000
13,701
Minority interest
126,857
1,855
111,466
1,535
74,595
-
76,701
-
TOTAL EQUITY
128,712
113,001
74,595
76,701
10,841
9
446
21,017
12
737
10,000
-
20,000
-
11,296
21,766
10,000
20,000
27,658
90,813
3,604
22,339
83,418
1,800
2,762
40,000
-
5,819
50,000
-
122,075
107,557
42,762
55,819
TOTAL LIABILITIES
133,371
129,323
52,762
75,819
TOTAL EQUITY AND
LIABILITIES
262,083
242,324
127,357
152,520
EQUITY AND LIABILITIES
Equity attributable to
equity holders of the
Company
Share capital
Reserves
LIABILITIES
Non-current liabilities
Borrowings
Deferred income
Deferred tax liabilities
16
19
10
Current liabilities
Trade and other payables
Borrowings
Current tax liabilities
20
16
The accompanying notes form an integral part of the financial statements.
(6 9 2 9 5 9 - W)
55
Group
Company
2009
2008
RM’000
RM’000
NOTE
2009
RM’000
2008
RM’000
21
300,890
289,414
Cost of sales
(196,764)
(198,455)
Gross profit
104,126
90,959
4,692
14,506
2,051
2,971
71
147
Selling and distribution expenses
(52,772)
(48,541)
Administrative expenses
(17,315)
(15,315)
Other expenses
(3,593)
(2,486)
-
-
Finance costs
(6,179)
(6,428)
(126)
(502)
Revenue
Other income
22
4,692
-
14,506
-
(4,200)
(2,963)
Profit before tax
23
26,318
21,160
437
11,188
Tax expense
24
(7,438)
(5,653)
(181)
(3,061)
18,880
15,507
256
8,127
18,239
641
15,174
333
18,880
15,507
14.48
12.04
INCOME
STATEMENTS
FOR THE
FINANCIAL
YEAR ENDED
31 DECEMBER
2009
Attributable to:Equity holders of the Company
Minority interest
Earnings per ordinary share
attributable to equity holders
of the Company (sen)
- Basic
25
56
STATEMENTS
OF CHANGES
IN EQUITY
FOR THE
FINANCIAL
YEAR ENDED
31 DECEMBER
2009
------ Attributable to equity holders of the Company -----Exchange
Share
Share
translation
Retained
Minority
Total
capital
premium
reserve
earnings
Total
interest
equity
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
63,000
4,078
(219)
34,087
100,946
764
101,710
Foreign currency translations
-
-
8
-
8
-
8
Income recognised directly in equity
-
-
8
-
8
-
8
-
-
Total recognised income and expense
-
-
-
-
Disposal of a subsidiary (Note 29)
-
Dividends paid (Note 26)
Group
Balance as at 1 January 2008
-
15,174
15,174
333
15,507
15,174
15,182
333
15,515
-
-
-
1,778
1,778
-
-
-
-
(1,340)
(1,340)
-
-
-
(4,662)
(4,662)
-
(4,662)
63,000
4,078
44,599
111,466
Foreign currency translations
-
-
(11)
-
(11)
-
(11)
Income recognised directly in equity
-
-
(11)
-
(11)
-
(11)
-
-
-
18,239
18,239
641
18,880
Total recognised income and expense
-
-
(11)
18,239
18,228
641
18,869
-
-
10
(485)
(475)
(321)
(796)
-
-
(2,362)
(2,362)
63,000
4,078
59,991
126,857
8
Ordinary shares contributed
by minority shareholders
of subsidiaries
Balance as at 31 December 2008
(211)
1,535
113,001
Changes in equity interest
in a subsidiary
(6 9 2 9 5 9 - W)
(212)
1,855
(2,362)
128,712
57
-- Attributable to equity holders of the Company -Share
Share
Retained
Total
capital
premium
earnings
equity
RM’000
RM’000
RM’000
RM’000
STATEMENTS
OF CHANGES
IN EQUITY
FOR THE
FINANCIAL
YEAR ENDED
31 DECEMBER
2009 (CON’T)
Company
Balance as at 1 January 2008
63,000
4,078
6,158
73,236
Profit for the financial year, representing
total income and expense
for the financial year
-
-
8,127
8,127
-
-
(4,662)
(4,662)
63,000
4,078
9,623
76,701
Profit for the financial year representing
total income and expense
for the financial year
-
-
256
256
-
-
(2,362)
(2,362)
63,000
4,078
7,517
74,595
58
CASH FLOW
STATEMENTS
FOR THE
FINANCIAL YEAR
ENDED
31 DECEMBER
2009
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
26,318
21,160
651
14
-
-
(23)
(3)
7
(6)
(3)
51
-
-
4,892
-
5,553
-
64
-
(28)
(49)
36
-
(139)
-
231
-
-
-
80
-
-
559
1,440
-
-
(654)
66
-
-
884
6,179
(11)
432
6,428
(28)
126
(7)
502
(8)
39,094
35,146
(4,136)
(2,963)
Increase in inventories
Decrease in trade and other receivables
Increase/(Decrease) in trade
and other payables
(20,644)
145
(11,390)
1,531
1,338
141
5,934
(7,271)
542
(374)
Cash from/(used in) operations
24,529
18,016
(2,256)
(3,196)
NOTE
CASH FLOWS FROM OPERATING
ACTIVITIES
Profit before tax
437
11,188
Adjustments for:Allowance for doubtful debts
Allowance for doubtful debts no
longer required
Amortisation of government grant
Bad debts written off
Depreciation of property, plant
and equipment
Dividend income
Loss/(Gain) on disposal of property,
plant and equipment
Gain on disposal of a subsidiary
Inventories written off
Loss from fair value adjustments of
investment properties
Loss on disposal of investment
properties
written off
Unrealised (gain)/loss on foreign
exchange
Unrealised loss on gold price
fluctuation
Finance costs
Interest income
Operating profit/(loss) before changes
in working capital
(6 9 2 9 5 9 - W)
19
7
29
11
8
7
(4,692)
(14,506)
59
Group
NOTE
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
24,529
18,016
(2,256)
(4,557)
(6,076)
387
(2,508)
(6,204)
312
140
14,283
9,616
(2,116)
CASH FLOW
STATEMENTS
FOR THE
FINANCIAL
YEAR ENDED
31 DECEMBER
2009 (CON’T)
CASH FLOWS FROM OPERATING
ACTIVITIES (continued)
Cash from/(used in) operations
Interest paid
Tax paid
Tax refunded
Net cash from/(used in) operating
activities
(3,196)
-
(3,196)
CASH FLOWS FROM INVESTING
ACTIVITIES
Acquisitions of:- additional interest in a subsidiary
- subsidiary for cash, net of
cash acquired
Dividend received
Interest received
Net repayment from/(advances to)
subsidiaries
Purchase of investment property
Purchase of property, plant and
equipment
Proceeds from disposal of
investment properties
Proceeds from disposal of property,
plant and equipment
Proceeds from disposal of a subsidiary,
net of cash and cash
equivalents disposed
Placement of fixed deposit as
permitted investment
Subscription of shares in existing
subsidiaries
Net cash (used in)/from investing
activities
(796)
-
(796)
-
28
3,519
7
(883)
10,735
8
(55)
26,344
-
(7,738)
-
11
8
7
-
-
(2,115)
-
(6,982)
-
-
191
-
-
45
-
-
(37)
-
139
20
29
(4,617)
-
(7,497)
-
(571)
-
(7,381)
(4,617)
-
24,457
(571)
(1,110)
580
60
CASH FLOW
STATEMENTS
FOR THE
FINANCIAL YEAR
ENDED
31 DECEMBER
2009 (CON’T)
Group
NOTE
2009
RM’000
2008
RM’000
Company
2009
2008
RM’000
RM’000
CASH FLOWS FROM
FINANCING ACTIVITIES
Dividend paid
Interest paid
Ordinary share capital contributed
by minority shareholders
of subsidiaries
Net (repayments to)/proceeds from
Islamic Commercial Papers/Islamic
Medium Term Notes
Drawdown/(Repayments) of
short term borrowings
Repayments of term loans
Repayments of hire-purchase liabilities
26
(2,362)
(1,350)
(4,662)
(1,259)
(2,362)
(126)
(4,662)
(249)
-
1,778
-
(20,000)
7,592
(20,000)
3,951
(316)
(594)
(2,637)
(470)
(945)
-
Net cash (used in)/from
financing activities
(20,671)
(603)
(22,488)
2,681
Net (decrease)/increase in cash
and cash equivalents
(13,885)
1,632
(147)
65
(14)
24
1,805
(12,094)
Effects of changes in exchange rate
Cash and cash equivalents at beginning
of financial year
Cash and cash equivalents at end of
financial year
13(d)
(6 9 2 9 5 9 - W)
7,592
-
-
-
149
243
178
1,805
96
243
-
61
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
1.
CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed
on the Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Level 18, The Gardens North Tower, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 8-1, Jalan 2/131A, Project Jaya
Industrial Estate, Batu 6, Jalan Kelang Lama, 58200 Kuala Lumpur.
The holding company is Teck Fong Corporation Sdn. Bhd., a company incorporated in Malaysia.
The financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional
currency. All financial information presented in RM has been rounded to the nearest thousand, unless
otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors
on 8 April 2010.
2.
PRINCIPAL ACTIVITIES
The Company’s principal activity is investment holding. The principal activities of the subsidiaries are set out
in Note 9 to the financial statements. There have been no significant changes in the nature of these activities
during the financial year.
3.
BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with
applicable approved Financial Reporting Standards (“FRSS”) in Malaysia and the provisions of the
Companies Act, 1965.
4.
SIGNIFICANT ACCOUNTING POLICIES
4.1
Basis of accounting
The financial statements of the Group and of the Company have been prepared under the historical
cost convention except as otherwise stated in the financial statements.
The preparation of financial statements requires the Directors to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of
contingent assets and contingent liabilities. In addition, the Directors are also required to
exercise their judgement in the process of applying accounting policies. The areas involving
such judgements, estimates and assumptions are disclosed in Note 6 to the financial statements.
Although these estimates and assumptions are based on Directors’ best knowledge of events and
actions, actual results could differ from those estimates.
62
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
SIGNIFICANT ACCOUNTING POLICIES (continued)
4.2
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its
subsidiaries made up to the end of the financial year using the purchase method of accounting.
Under the purchase method of accounting, the cost of business combination is measured at the
aggregate of fair values at the date of exchange, of assets given, liabilities incurred or assumed,
and equity instruments issued plus any costs directly attributable to the business combination.
At the date of acquisition, the cost of business combination is allocated to identifiable assets
acquired, liabilities assumed and contingent liabilities in the business combination which are
measured initially at their fair values at the acquisition date. The excess of the cost of business
combination over the Group’s interest of the net fair value of the identifiable assets, liabilities and
contingent liabilities is recognised as goodwill (see Note 4.7(a) to the financial statements on
goodwill). If the cost of business combination is less than the interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities, the Group will:(a)
reassess the identification and measurement of the acquiree’s identifiable assets, liabilities
and contingent liabilities and the measurement of the cost of the combination; and
(b)
recognise immediately in the profit or loss any excess remaining after that reassessment.
When a business combination includes more than one exchange transaction, any adjustment to
the fair values of the subsidiary’s identifiable assets, liabilities and contingent liabilities relating to
previously held interests of the Group is accounted for as a revaluation.
Subsidiaries are consolidated from the acquisition date, which is the date on which the Group
effectively obtains control, until the date on which the Group ceases to control the subsidiaries.
Control exists when the Group has the power to govern the financial and operating policies of an
entity so as to obtain benefits from its activities. In assessing control, the existence and effect of
potential voting rights that are currently convertible or exercisable are taken into consideration.
Intragroup balances, transactions and unrealised gains and losses on intragroup transactions are
eliminated in full. Intragroup losses may indicate an impairment that requires recognition in the
consolidated financial statements. If subsidiaries use accounting policies other than those adopted
in the consolidated financial statements for like transactions and events in similar circumstances,
appropriate adjustments are made to its financial statements in preparing the consolidated financial
statements.
The gain or loss on disposal of a subsidiary, which is the difference between the net disposal
proceeds and the Group’s share of its net assets as of the date of disposal including the carrying
amount of goodwill and the cumulative amount of any exchange differences that relate to the
subsidiary, is recognised in the consolidated income statement.
Minority interest is that portion of the profit or loss and net assets of a subsidiary attributable to
equity interests that are not owned, directly or indirectly through subsidiaries, by the Group. It
is measured at the minority’s share of the fair value of the subsidiaries’ identifiable assets and
liabilities at the acquisition date and the minority’s share of changes in the subsidiaries’ equity
since that date.
(6 9 2 9 5 9 - W)
63
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.2
Basis of consolidation (continued)
Where losses applicable to the minority in a subsidiary exceed the minority’s interest in the equity
of that subsidiary, the excess and any further losses applicable to the minority are allocated against
the Group’s interest except to the extent that the minority has a binding obligation and is able to
make additional investment to cover the losses. If the subsidiary subsequently reports profits, such
profits are allocated to the Group’s interest until the minority’s share of losses previously absorbed
by the Group has been recovered.
Minority interest is presented in the consolidated balance sheet within equity and is presented
in the consolidated statement of changes in equity separately from equity attributable to equity
holders of the Company.
Minority interest in the results of the Group is presented in the consolidated income statement as
an allocation of the total profit or loss for the financial year between minority interest and equity
holders of the Company.
When the Group purchases a subsidiary’s equity from minority interests for cash consideration
and the purchase price is established at fair value, the accretion of the Group’s interest in the
subsidiary is treated as purchases of equity interest for which the acquisition method of accounting
is applied.
However, the changes of the Group’s interest in a subsidiary that does not satisfy the conditions of
cash and fair value as described in the preceding paragraph are treated as equity transactions.
Any difference between the Group’s share of net assets before and after the change, and any
consideration received or paid is adjusted to or against group reserves.
4.3
Property, plant and equipment and depreciation
All items of property, plant and equipment are initially measured at cost. Cost includes expenditure
that is directly attributable to the acquisition of the assets.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset,
as appropriate, only when the cost is incurred and it is probable that future economic benefits
associated with the asset will flow to the Group and the cost of the asset can be measured reliably.
The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day
servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also
comprises the initial estimate of dismantling and removing the asset and restoring the site on which
it is located for which the Group is obligated to incur when the asset is acquired, if applicable.
Each part of an item of property, plant and equipment with a cost that is significant in relation to
the total cost of the asset and which has different useful life, is depreciated separately.
After initial recognition, property, plant and equipment except for freehold land are stated at cost
less any accumulated depreciation and any accumulated impairment losses.
64
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.3
Property, plant and equipment and depreciation (continued)
Depreciation is calculated to write off the cost of the assets to its residual value on a straight-line
basis over their estimated useful lives. The principal depreciation rates are as follows:Buildings
Computer equipment and software
Plant and machineries
Motor vehicles
Furniture and fittings
Office equipment
Renovation and electrical installations
Tools, equipment and moulds
2%
20%
10% - 20%
20%
20%
20%
20%
20%
Freehold land has unlimited useful life and is not depreciated. Construction-in-progress represents
properties under construction and is stated at cost. Construction-in-progress is not depreciated until
such time when the asset is available for use.
At each balance sheet date, the carrying amount of an item of property, plant and equipment is
assessed for impairment when events or changes in circumstances indicate that its carrying amount
may not be recoverable. A write down is made if the carrying amount exceeds the recoverable
amount (see Note 4.8 to the financial statements on impairment of assets).
The residual values, useful lives 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. If expectations differ from previous estimates, the changes
are accounted for as a change in an accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on 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 carrying amount is included in profit or loss.
4.4
Leases and hire-purchase
(a)
Finance leases and hire-purchase
Assets acquired under finance leases and hire-purchase which transfer substantially all the
risks and rewards of ownership to the Group are recognised initially at amounts equal to
the fair value of the leased assets or, if lower, the present value of minimum lease payments,
each determined at the inception of the lease. The discount rate used in calculating the
present value of the minimum lease payments is the interest rate implicit in the leases, if this is
practicable to determine; if not, the Group’s incremental borrowing rate is used. Any initial
direct costs incurred by the Group are added to the amount recognised as an asset. The
assets are capitalised as property, plant and equipment and the corresponding obligations
are treated as liabilities. The property, plant and equipment capitalised are depreciated on
the same basis as owned assets.
(6 9 2 9 5 9 - W)
65
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.4
Leases and hire-purchase (continued)
(a)
Finance leases and hire-purchase (continued)
The minimum lease payments are apportioned between the finance charges and the
reduction of the outstanding liability. The finance charges are recognised in profit or loss
over the period of the lease term so as to produce a constant periodic rate of interest on the
remaining lease and hire-purchase liabilities.
(b)
Operating leases
A lease is classified as an operating lease if it does not transfer substantially all the risks and
rewards incidental to ownership.
Lease payments under operating leases are recognised as an expense on a straight-line
basis over the lease term.
4.5
Investment properties
Investment properties are properties which are held to earn rental yields or for capital appreciation
or for both and are not occupied by the Group. Investment properties are initially measured at
cost, which includes transaction costs. After initial recognition, investment properties are stated at
fair value. The fair value of the investment properties are the prices at which the properties could
be exchanged between knowledgeable, willing parties in an arm’s length transaction. The fair
value of investment properties reflect market conditions at the balance sheet date, without any
deduction for transaction costs that may be incurred on sale or other disposal.
Fair values of investment properties are arrived at by reference to market evidence of transaction
prices for similar properties. In the absence of such market evidence, the valuation is performed
by registered independent valuers with appropriate recognised professional qualification and has
recent experience in the location and category of the investment properties being valued.
A gain or loss arising from a change in the fair value of investment properties is recognised in profit
or loss for the period in which it arises.
Investment properties are derecognised when either they have been disposed of or when they are
permanently withdrawn from use and no future economic benefit is expected from their disposal.
The gains or losses arising from the retirement or disposal of investment property is determined as
the difference between the net disposal proceeds, if any, and the carrying amount of the asset and
is recognised in profit or loss in the period of the retirement or disposal.
4.6
Investments in subsidiaries
A subsidiary is an entity in which the Group and the Company has the power to exercise control
over the financial and operating policies so as to obtain benefits from its activities. The existence
and effects of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group has such power over another entity.
An investment in subsidiary which is eliminated on consolidation is stated in the Company’s
separate financial statements at cost less impairment losses, if any. On disposal of such an
investment, the difference between the net disposal proceeds and its carrying amount is included
in profit or loss.
66
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.7
Intangible assets
(a)
Goodwill
Goodwill acquired in a business combination is recognised as an asset at the acquisition date
and is initially measured at cost being the excess of the cost of the business combination over
the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities. After initial recognition, goodwill is measured at cost less accumulated impairment
losses, if any. Goodwill is not amortised but instead tested for impairment annually or more
frequently if events or changes in circumstances indicate that the carrying amount may be
impaired. Gain or losses on the disposal of an entity include the carrying amount of goodwill
relating to the entity sold.
(b)
Other intangible assets
Other intangible assets are recognised only when the identifiablility, control and future
economic benefit probability criteria are met.
The Group recognises at the acquisition date separately from goodwill, an intangible asset
of the acquiree if the fair value can be measured reliably, irrespective of whether the asset
had been recognised by the acquiree before the business combination.
Intangible assets are initially measured at cost. The cost of intangible assets acquired in a
business combination is their fair values as at the date of acquisition.
After 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 are assessed for any indication
that the asset may be impaired. If any such indication exists, the entity shall estimate the
recoverable amount of the asset. The amortisation period and the amortisation method for
an intangible asset with a finite useful life are reviewed at least at each financial year end.
The amortisation expense on intangible assets with finite lives is recognised in profit or loss
and is included within the other operating expenses line item.
An intangible asset has an indefinite useful life when based on the analysis of all the
relevant factors; there is no foreseeable limit to the period over which the asset is expected
to generate net cash inflows to the Group. Intangible assets with indefinite useful lives are
tested for impairment annually and wherever there is an indication that the carrying value
may be impaired. Such intangible assets are not amortised. Their useful lives are reviewed
each period to determine whether events and circumstances continue to support the indefinite
useful life assessment for the asset. If they do not, the change in the useful life assessment
from indefinite to finite is accounted for as a change in accounting estimate in accordance
with FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors.
Expenditure on an intangible item that is initially recognised as an expense are not recognised
as part of the cost of an intangible asset at a later date.
An intangible asset is derecognised on disposal or when no future economic benefits are
expected from its use. The gain or loss arising from the derecognition is the difference
between the net disposal proceeds, if any, and the carrying amount of the asset is recognised
in profit or loss when the assets is derecognised.
(6 9 2 9 5 9 - W)
67
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.8
Impairment of assets
The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries),
inventories, deferred tax assets and investment properties measured at fair value, 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.
Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment
or more frequently if events or changes in circumstances indicate that the goodwill or intangible
asset might be impaired.
The recoverable amount of an asset is estimated for every individual asset. Where it is not possible
to estimate the recoverable amount of the individual asset, the impairment test is carried out on
the cash generating unit (CGU) to which the asset belongs. Goodwill acquired in a business
combination is from the acquisition date, allocated to each of the Group’s CGU or groups of
CGU that are expected to benefit from the synergies of the combination giving rise to the goodwill
irrespective of whether other assets or liabilities of the acquiree are assigned to those units or
groups of units.
The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its
value in use.
In estimating the value in use, the estimated future cash inflows and outflows to be derived from
continuing use of the asset and from its ultimate disposal 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 for which the future cash flow estimates have not been adjusted. An
impairment loss is recognised in profit or loss when the carrying amount of the asset or the CGU,
including the goodwill or intangible asset, exceeds the recoverable amount of the asset or the
CGU. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill
allocated to the CGU and then to the other assets of the CGU on a pro-rata basis of the carrying
amount of each asset in the CGU.
The impairment loss is recognised in profit or loss immediately except for the impairment on a
revalued asset where the impairment loss is recognised directly against the revaluation reserve to
the extent of the surplus credited from the previous revaluation for the same asset with the excess
of the impairment loss charged to profit or loss.
An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other
assets is reversed if, and only if, there has been a change in the estimates used to determine the
assets’ recoverable amount since the last impairment loss was recognised.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
Such reversals are recognised as income immediately in profit or loss except for the reversal of
an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a
revaluation increase and credited to the revaluation reserve account of the same asset. However,
to the extent that an impairment loss on the same revalued asset was previously recognised in profit
or loss, a reversal of that impairment loss is also recognised in profit or loss.
68
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.9
Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined on a weighted average basis or specific identification as appropriate and
comprises the original cost of purchase plus the cost of bringing the inventories to their present
location and condition.
Net realisable value is the estimated selling price in the ordinary course of business, less the
estimated cost of completion and the estimated costs necessary to make the sale.
4.10
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one enterprise and a
financial liability or equity instrument of another enterprise.
A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual
right to receive cash or another financial asset from another enterprise, or a contractual right to
exchange financial assets or financial liabilities with another enterprise under conditions that are
potentially favourable to the Group.
A financial liability is any liability that is a contractual obligation to deliver cash or another
financial asset to another enterprise, or a contractual obligation to exchange financial assets or
financial liabilities with another enterprise under conditions that are potentially unfavourable to the
Group.
4.10.1 Financial instruments recognised on the balance sheets
Financial instruments are recognised on 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 and losses and gains relating to a financial instrument
or a component that is a financial liability shall be recognised as income or expense in profit
or loss. Distributions to holders of an equity instrument are debited directly to equity, net of any
related tax effect. Financial instruments are offsetted when the Group has a legally enforceable
right to offset and intends to settle on a net basis or to realise the asset and settle the liability
simultaneously.
(a)
Receivables
Trade receivables and other receivables including amounts owing by related parties, are
classified as loans and receivables under FRS 132 Financial Instruments: Disclosures and
Presentation.
Receivables are carried at anticipated realised value. Known bad debts are written off and
specific allowance is made for debts considered to be doubtful of collection.
Receivables are not held for trading purposes.
(6 9 2 9 5 9 - W)
69
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.10
Financial instruments (continued)
4.10.1 Financial instruments recognised on the balance sheets (continued)
(b)
Cash and cash equivalents
Cash and cash equivalents include cash and bank balances, bank overdrafts, deposits
with licensed banks and other short term, highly liquid investments with original maturities
of three (3) months or less, which are readily convertible to cash and which are subject to
insignificant risk of changes in value.
(c)
Payables
Liabilities for trade and other amounts payables, including amounts owing to related parties,
are stated at the fair value of the consideration to be paid in the future for goods and
services received.
(d)
Interest-bearing loans and borrowings
All loans and borrowings are recognised at the fair value of the consideration received less
directly attributable transaction costs.
(e)
Equity instruments
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal
value of shares issued, if any, are accounted for as share premium. Both ordinary shares
and share premium are classified as equity. Transaction costs of an equity transaction are
accounted for as a deduction from equity, net of any related tax benefits. Otherwise, they
are charged to profit or loss.
Dividends to shareholders are recognised in equity in the period in which they are
declared.
If the Company reacquires its own equity instruments, the consideration paid, including
any attributable transaction costs is deducted from equity as treasury shares until they are
cancelled. No gain or loss is recognised in profit or loss on the purchase, sale, issue or
cancellation of the Company’s own equity instruments. Where such shares are issued by
resale, the difference between the sales consideration and the carrying amount is shown as
a movement in equity.
4.10.2 Financial instruments not recognised on the balance sheets
Gold contracts
The Group is a party to financial instruments that comprise gold contracts. Gold contracts are
commitments to either purchase or sell gold at a future date for a specified price and are generally
settled in cash but may be settled through delivery of gold. These instruments are not recognised in
the financial statements on inception. All gains and losses on such contracts are included in profit
or loss upon settlement.
70
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.11
Borrowing costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a
qualifying asset are capitalised as part of the cost of the assets until when substantially all the
activities necessary to prepare the asset for its intended use or sale are completed, after which
such expense is charged to profit or loss. A qualifying asset is an asset that necessarily takes a
substantial period of time to get ready for its intended use or sale. Capitalisation of borrowing
costs are suspended during extended periods in which active development is interrupted.
The amount of borrowing costs eligible for capitalisation is the actual borrowing costs incurred on
the borrowing during the period less any investment income on the temporary investment of the
borrowing.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
4.12
Income taxes
Income taxes include all domestic and foreign taxes on taxable profit. Income taxes also include
other taxes, such as withholding taxes, which are payable by a foreign subsidiary to the Group
and Company, and real property gains taxes payable on disposal of properties.
Taxes in the income statement comprise current tax and deferred tax.
4.12.1 Current tax
Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or
loss for a period.
Current tax for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that have been enacted or substantively enacted at the balance sheet date.
4.12.2 Deferred tax
Deferred tax is recognised in full using the liability method on temporary differences arising
between the carrying amount of an asset or liability in the balance sheet and its tax base.
Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill
or the initial recognition of an asset or liability in a transaction which is not a business combination
and at the time of transaction, affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only 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 that can be utilised. The carrying amount of a deferred tax asset is reviewed at each
balance sheet date. If it is no longer probable that sufficient taxable profit will be available to
allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the
deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable
profit will be available, such reductions will be reversed to the extent of the taxable profit.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred income tax relate to the same
taxation authority.
(6 9 2 9 5 9 - W)
71
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.12
Income taxes (continued)
4.12.2 Deferred tax (continued)
Deferred tax will be recognised as income or expense and included in profit or loss for the period
unless the tax relates to items that are credited or charged, in the same or a different period,
directly to equity, in which case the deferred tax will be charged or credited directly to equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted by the balance sheet date.
4.13
Provisions
Provisions are recognised when there is a present obligation, legal or constructive, as a result of
a past event, when it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation and a reliable estimate can be made of the amount of the
obligation.
Where the effect of the time value of money is material, the amount of a provision will be
discounted to its present value at a pre-tax rate that reflects current market assessments of the time
value of money and the risks specific to the liability.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow of resources embodying economic benefits will
be required to settle the obligation, the provision will be reversed.
Provisions are not recognised for future operating losses. If the Group has a contract that is onerous,
the present obligation under the contract shall be recognised and measured as a provision.
4.14
Contingent liabilities and contingent assets
A contingent liability is a possible obligation that arises from past events whose existence will be
confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the
control of the Group or a present obligation that is not recognised because it is not probable that
an outflow of resources will be required to settle the obligation. A contingent liability also arises
in extremely rare cases where there is a liability that cannot be recognised because it cannot be
measured reliably. The Group does not recognise a contingent liability but discloses its existence
in the financial statements.
A contingent asset is a possible asset that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond the control
of the Group. The Group does not recognise contingent assets but discloses its existence where
inflows of economic benefits are probable, but not virtually certain.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities
assumed are measured initially at their fair value at the acquisition date, irrespective of the extent
of any minority interest.
72
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STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.15
Employee benefits
4.15.1 Short term employee benefits
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and
non-monetary benefits are recognised as an expense in the financial year when employees have
rendered their services to the Group.
Short term accumulating compensated absences such as paid annual leave are recognised as
an expense when employees render services that increase their entitlement to future compensated
absences. Short term non-accumulating compensated absences such as sick leave are recognised
when the absences occur.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to
make such payments, as a result of past events and when a reliable estimate can be made of the
amount of the obligation.
4.15.2 Defined contribution plans
The Company and subsidiaries incorporated in Malaysia make contributions to a statutory
provident fund and foreign subsidiaries make contributions to their respective countries’ statutory
pension schemes. The contributions are recognised as a liability after deducting any contribution
already paid and as an expense in the period in which the employees render their services.
4.16
Foreign currencies
4.16.1 Functional and presentation currency
Items included in the financial statements of each of the Group’s entities 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, which is also
the Company’s functional and presentation currency.
4.16.2 Foreign currency transactions and balances
Transactions in foreign currencies are converted into Ringgit Malaysia at rates of exchange ruling
at the transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheet
date are translated into Ringgit Malaysia at rates of exchange ruling at that date unless hedged by
forward foreign exchange contracts, in which case the rates specified in such forward contracts
are used. All exchange differences arising from the settlement of foreign currency transactions
and from the translation of foreign currency monetary assets and liabilities are included in profit
or loss in the period in which they arise. Non-monetary items initially denominated in foreign
currencies, which are carried at historical cost are translated using the historical rate as of the date
of acquisition, and non-monetary items which are carried at fair value are translated using the
exchange rate that existed when the values were determined for presentation currency purposes.
4.16.3 Foreign operations
Financial statements of foreign operations are translated at financial year end exchange rates with
respect to the assets and liabilities, and at exchange rates at the dates of the transactions with
respect to the income statement. All resulting translation differences are recognised as a separate
component of equity.
(6 9 2 9 5 9 - W)
73
NOTES TO THE
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STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.16
Foreign currencies (continued)
4.16.3 Foreign operations (continued)
In the consolidated financial statements, exchange differences arising from the translation of net
investment in foreign operations are taken to equity. When a foreign operation is partially disposed
of or sold, exchange differences that were recorded in equity are recognised in profit or loss as
part of the gain or loss on disposal.
Exchange differences arising on a monetary item that forms part of the net investment of the
Company in a foreign operation shall be recognised in profit or loss in the separate financial
statements of the Company or the foreign operation, as appropriate. In the consolidated financial
statements, such exchange differences shall be recognised initially as a separate component of
equity and recognised in profit or loss upon disposal of the net investment.
Goodwill and fair value adjustments to the assets and liabilities arising from the acquisition of a
foreign operation are treated as assets and liabilities of the acquired entity and translated at the
exchange rate ruling at the balance sheet date.
4.17
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of discounts
and rebates.
Revenue is recognised to the extent that it is probable that the economic benefits associated with
the transaction will flow to the Group, and the amount of revenue and the cost incurred or to be
incurred in respect of the transaction can be reliably measured and specific recognition criteria
have been met for each of the activities as follows:(a)
Sales of goods
Revenue from sale of goods is recognised when significant risk and rewards of ownership
of the goods has been transferred to the customer and where the Group retains neither
continuing managerial involvement over the goods, which coincides with delivery of goods
and services and acceptance by customers.
(b)
Rental income
Rental income is accounted for on a straight line basis over the lease term of an ongoing
lease.
(c)
Interest income
Interest income is recognised as it accrues using the effective interest method.
(d)
Dividend income
Dividend income is recognised when the right to receive payment is established.
74
NOTES TO THE
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STATEMENTS
31 DECEMBER
2009
(CON’T)
4.
4.18
Government grants
Government grants are recognised in the financial statements when there is reasonable assurance
that:(a)
the Group will comply with the conditions attached to the grant; and
(b)
the grants will be received.
Government grants relating to assets are accounted for as deferred revenue and are recognised
as income in profit or loss on a straight line basis over the remaining estimated useful life of the
assets.
4.19
Research costs
Research costs are written off to profit or loss in the financial year in which it is incurred.
4.20
Segment reporting
Segment reporting is presented for enhanced assessment of the Group’s risks and returns. Business
segments provide products or services that are subject to risks and returns that are different from
those of other business segments. Geographical segments provide products or services within a
particular economic environment that is subject to risks and returns that are different from those
components operating in other economic environments.
Segment revenue, expense, assets and liabilities are those amounts resulting from the operating
activities of a segment that are directly attributable to the segment and the relevant portion that
can be allocated on a reasonable basis to the segment. Segment revenue, expense, assets and
liabilities are determined before intragroup balances and intragroup transactions are eliminated
as part of the consolidation process, except to the extent that such intragroup balances and
transactions are between Group enterprises within a single segment.
5.
ADOPTION OF NEW FRSs AND AMENDMENT TO FRSs
5.1
Early adoption of new FRSs
During the financial year, the Group early adopted FRS 4 Insurance Contracts in accordance with
the transitional provisions in paragraphs 41 to 45 of FRS 4. These transitional provisions require
the following:(a)
Simultaneous adoption of Financial Guarantee Contracts (Amendments to IAS 39 and
IFRS 4) issued by the International Accounting Standards Board (‘IASB’) in August 2005.
This pronouncement permits the accounting policy choice of scoping financial guarantee
contracts in accordance with FRS 139 Financial Instruments: Recognition and Measurement,
or as insurance contracts in accordance with FRS 4; and
(b)
The disclosure requirements in FRS 4 need not apply to comparative information that relates
to annual periods beginning before 1 January 2010.
(6 9 2 9 5 9 - W)
75
NOTES TO THE
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STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
ADOPTION OF NEW FRSs AND AMENDMENT TO FRSs (continued)
5.1
Early adoption of new FRSs (continued)
Consequentially, the Group designates corporate guarantees given to banks for credit facilities
granted to subsidiaries as insurance contracts as defined in FRS 4. The Group recognises these
insurance contracts as recognised insurance liabilities when there is a present obligation, legal
or constructive, as a result of a past event, when it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable estimate can
be made of the amount of the obligation.
At every reporting date, the Group shall assess whether its recognised insurance liabilities are
adequate, using current estimates of future cash flows under its insurance contracts. If this assessment
shows that the carrying amount of the insurance liabilities is inadequate, the entire deficiency shall
be recognised in profit or loss.
Recognised insurance liabilities shall only be removed from the balance sheet when, and only
when, it is extinguished via a discharge, cancellation or expiration.
The early adoption of FRS 4 does not result in any adjustment to recognised items of assets,
liabilities, income and expenses of the Group in both, the current year and prior years.
5.2
New FRSs not adopted
(a)
FRS 8 Operating Segments and the consequential amendments resulting from FRS 8 are
mandatory for annual financial periods beginning on or after 1 July 2009.
FRS 8 sets out the requirements for disclosure of information on an entity’s operating segments,
products and services, the geographical areas in which it operates and its customers.
The requirements of this Standard are based on the information about the components of
the entity that management uses to make decisions about operating matters. This Standard
requires identification of operating segments on the basis of internal reports that are regularly
reviewed by the entity’s chief operating decision maker in order to allocate resources to the
segment and assess its performance.
This Standard also requires the amount reported for each operating segment item to be
the measure reported to the chief operating decision maker for the purposes of allocating
resources to the segment and assessing its performance. Segment information for prior years
that is reported as comparative information for the initial year of application would be
restated to conform to the requirements of this Standard.
The Group does not expect any impact on the financial statement arising from the adoption
of this Standard.
(b)
FRS 7 Financial Instruments: Disclosures and the consequential amendments resulting from
FRS 7 are mandatory for annual financial periods beginning on or after 1 January 2010.
FRS 7 replaces the disclosure requirements of the existing FRS 132 Financial Instruments:
Disclosure and Presentation.
This Standard applies to all risks arising from a wide array of financial instruments and
requires the disclosure of the significance of financial instruments for an entity’s financial
position and performance. By virtue of the exemption provided under paragraph 44AB of
FRS 7, the impact of applying FRS 7 on the financial statements upon first adoption of the
FRS as required by paragraph 30(b) of FRS 108 is not disclosed.
76
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
New FRSs not adopted (continued)
(c)
FRS 123 Borrowing Costs and the consequential amendments resulting from FRS 123 are
mandatory for annual periods beginning on or after 1 January 2010.
This Standard removes the option of immediately recognising as an expense borrowing costs
that are directly attributable to the acquisition, construction or production of a qualifying
asset. However, capitalisation of borrowing costs is not required for assets measured at fair
value, and inventories that are manufactured or produced in large quantities on a repetitive
basis, even if they take a substantial period of time to get ready for use or sale.
The Group does not expect any impact on the financial statements arising from the adoption
of this Standard.
(d)
FRS 139 Financial Instruments: Recognition and Measurement and the consequential
amendments resulting from FRS 139 are mandatory for annual financial periods beginning
on or after 1 January 2010.
This Standard establishes the principles for the recognition and measurement of financial
assets and financial liabilities including circumstances under which hedge accounting is
permitted. By virtue of the exemption provided under paragraph 103AB of FRS 139, the
impact of applying FRS 139 on the financial statements upon first adoption of the FRS as
required by paragraph 30(b) of FRS 108 is not disclosed.
(e)
Amendments to FRS 2 Share-based Payment: Vesting Conditions and Cancellations are
mandatory for annual financial periods beginning on or after 1 January 2010.
These amendments clarify that vesting conditions comprise service conditions and performance
conditions only. Cancellations by parties other than the Group are accounted for in the
same manner as cancellations by the Group itself and features of a share-based payment
that are non-vesting conditions are included in the grant date fair value of the share-based
payment.
Amendments to FRS 2 are not relevant to the Group’s operations.
(f)
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127
Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary,
Jointly Controlled Entity or Associate is mandatory for annual periods beginning on or after
1 January 2010.
These amendments allow first-time adopters to use a deemed cost of either fair value or the
carrying amount under previous accounting practice to measure the initial cost of investments
in subsidiaries, jointly controlled entities and associates in the separate financial statements.
The cost method of accounting for an investment has also been removed pursuant to these
amendments.
of these amendments.
(6 9 2 9 5 9 - W)
77
NOTES TO THE
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STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(g)
IC Interpretation 9 Reassessment of Embedded Derivatives is mandatory for annual financial
periods beginning on or after 1 January 2010.
This Interpretation prohibits the subsequent reassessment of embedded derivatives unless
there is a change in the terms of the host contract that significantly modifies the cash flows
that would otherwise be required by the host contract.
of this Interpretation.
(h)
IC Interpretation 10 Interim Financial Reporting and Impairment is mandatory for annual
financial periods beginning on or after 1 January 2010.
This Interpretation prohibits the reversal of an impairment loss recognised in a previous
interim period in respect of goodwill or an investment in either an equity instrument or a
financial asset carried at cost.
of this Interpretation in the future.
(i)
IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions is mandatory for annual
periods beginning on or after 1 January 2010.
This Interpretation requires share-based payment transactions in which the Company receives
services from employees as consideration for its own equity instruments to be accounted for
as equity-settled, regardless of the manner of satisfying the obligations to the employees.
If the Company grants rights to its equity instruments to the employees of its subsidiaries,
this Interpretation requires the Company to recognise the equity reserve for the obligation
to deliver the equity instruments when needed whilst the subsidiaries shall recognise the
remuneration expense for the services received from employees.
If the subsidiaries grant rights to equity instruments of the Company to its employees, this
Interpretation requires the Company to account for the transaction as cash-settled, regardless
of the manner the subsidiaries obtain the equity instruments to satisfy its obligations.
The Group doest not expect any impact on the financial statement arising from the adoption
of this Interpretation in the future.
(j)
IC Interpretation 13 Customer Loyalty Programmes is mandatory for annual periods beginning
on or after 1 January 2010.
This Interpretation requires the separation of award credits as a separately identifiable
component of sales transactions involving the award of free or discounted goods or services
in the future. The fair value of the consideration received or receivable from the initial sale
shall be allocated between the award credits and the other components of the sale.
78
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(j)
IC Interpretation 13 Customer Loyalty Programmes is mandatory for annual periods beginning
on or after 1 January 2010. (continued)
If the Group supplies the awards itself, the consideration allocated to the award credits
shall only be recognised as revenue when the award credits are redeemed. If a third party
supplies the awards, the Group shall assess whether it is acting as a principal or agent in
the transaction.
If the Group is acting as the principal in the transaction, it shall measure its revenue as the
gross consideration allocated to the award credits. If the Group is acting as an agent, it shall
measure its revenue as the net amount retained on its own account, and recognise the net
amount as revenue when the third party becomes obliged to supply the awards and entitled
to receive the consideration for doing so.
IC Interpretation 13 is not relevant to the Group’s operations.
(k)
IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction is mandatory for annual periods beginning on or after 1
January 2010.
This Interpretation applies to all post-employment defined benefits and other long-term
employee defined benefits. This Interpretation clarifies that an economic benefit is available
if the Group can realise it at some point during the life of the plan or when the plan liabilities
are settled, and that it does not depend on how the Group intends to use the surplus.
A right to refund is available to the Group in stipulated circumstances and the economic benefit
available shall be measured as the amount of the surplus at the balance sheet date less any
associated costs. If there are no minimum funding requirements, the economic benefit available
shall be determined as a reduction in future contributions as the lower of the surplus in the plan
and the present value of the future service cost to the Group. If there is a minimum funding
requirement for contributions relating to the future accrual of benefits, the economic benefit
available shall be determined as a reduction in future contributions at the present value of the
estimated future service cost less the estimated minimum funding required in each financial year.
(l)
FRS 101 Presentation of Financial Statements is mandatory for annual periods beginning on
or after 1 January 2010.
FRS 101 sets out the overall requirements for the presentation of financial statements,
guidelines for their structure and minimum requirements for their content.
This Standard introduces the titles ‘statement of financial position’ and ‘statement of cash
flows’ to replace the current titles ‘balance sheet’ and ‘cash flow statement’ respectively. A
new statement known as the ‘statement of comprehensive income’ is also introduced in this
Standard whereby all non-owner changes in equity are required to be presented in either one
statement of comprehensive income or in two statements (i.e. a separate income statement
and a statement of comprehensive income). Components of comprehensive income are not
permitted to be presented in the statement of changes in equity.
(6 9 2 9 5 9 - W)
79
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(l)
FRS 101 Presentation of Financial Statements is mandatory for annual periods beginning on
or after 1 January 2010. (continued)
This Standard also introduces a new requirement to present a statement of financial position
as at the beginning of the earliest comparative period if there are applications of retrospective
restatements that are defined in FRS 108, or when there are reclassifications of items in the
financial statements.
Additionally, FRS 101 requires the disclosure of reclassification adjustments and income
tax relating to each component of other comprehensive income, and the presentation of
dividends recognised as distributions to owners together with the related amounts per share
in the statement of changes in equity or in the notes to the financial statements.
This Standard introduces a new requirement to disclose information on the objectives,
policies and processes for managing capital based on information provided internally to
key management personnel as defined in FRS 124 Related Party Disclosures. Additional
disclosures are also required for puttable financial instruments classified as equity
instruments.
Apart from the new presentation and disclosure requirements described, the Group does
not expect any other impact on the financial statements arising from the adoption of this
Standard.
(m)
Amendments to FRS 139, FRS 7 and IC Interpretation 9 are mandatory for annual periods
beginning on or after 1 January 2010.
These amendments permit reclassifications of non-derivative financial assets (other than those
designated at fair value through profit or loss upon initial recognition) out of the fair value
through profit or loss category in rare circumstances. Reclassifications from the availablefor-sale category to the loans and receivables category are also permitted provided there
is intention and ability to hold that financial asset for the foreseeable future. All of these
reclassifications shall be subjected to subsequent reassessments of embedded derivatives.
These amendments also clarifies the designation of one-sided risk in eligible hedged items
and streamlines the terms used throughout the Standards in accordance with the changes
resulting from FRS 101.
By virtue of the exemptions provided under paragraphs 103AB of FRS 139 and 44AB
of FRS 7, the impact of applying these amendments on the financial statements upon first
adoption of the FRS 139 and FRS 7 respectively as required by paragraph 30(b) of FRS
108 are not disclosed. However, the Group does not expect any impact on the financial
statements arising from the adoption of the amendment to IC Interpretation 9.
(n)
Amendments to FRS 132 Financial Instruments: Presentation is mandatory for annual periods
These amendments require certain puttable financial instruments, and financial instruments
that impose an obligation to deliver to counterparties a pro rata share of the net assets of the
entity only on liquidation to be classified as equity.
80
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(n)
Amendments to FRS 132 Financial Instruments: Presentation is mandatory for annual periods
beginning on or after 1 January 2010. (continued)
Puttable financial instruments are defined as financial instruments that give the holder the
right to put the instrument back to the issuer for cash, or another financial asset, or are
automatically put back to the issuer upon occurrence of an uncertain future event or the death
or retirement of the instrument holder.
The Group doest not expect any impact on the financial statements arising from the adoption
(o)
Improvements to FRSs (2009) are mandatory for annual periods beginning on or after 1
January 2010.
Amendment to FRS 5 Non-current Assets Held for Sale and Discontinued Operations clarifies
that the disclosure requirements of this Standard specifically apply to non-current assets (or
disposal groups) classified as held for sale or discontinued operations. The Group does not
expect any impact on the financial statements arising from the adoption of this amendment.
Amendment to FRS 8 clarifies the consistency of disclosure requirement for information about
profit or loss, assets and liabilities. The Group does not expect any impact on the financial
statements arising from the adoption of this amendment.
Amendment to FRS 107 Statement of Cash Flows clarifies the classification of cash flows
arising from operating activities and investing activities. Cash payments to manufacture or
acquire assets held for rental to others and subsequently held for sale, and the related cash
receipts, shall be classified as cash flows from operating activities. Expenditures that result
in a recognised asset in the statement of financial position are eligible for classification as
cash flows from investing activities. The Group does not expect any impact on the financial
Amendment to FRS 108 clarifies that only Implementation Guidance issued by the MASB
that are integral parts of FRSs is mandatory. The Group does not expect any impact on the
financial statements arising from the adoption of this amendment.
Amendment to FRS 110 Events after the Reporting Period clarifies the rationale for not
recognising dividends declared after the reporting date but before the financial statements
are authorised for issue. The Group does not expect any impact on the financial statements
arising from the adoption of this amendment.
Amendment to FRS 116 Property, Plant and Equipment removes the definition pertaining the
applicability of this Standard to property that is being constructed or developed for future use
as investment property but do not yet satisfy the definition of ‘investment property’ in FRS 140
Investment Property. This amendment also replaces the term ‘net selling price’ with ‘fair value
less costs to sell’, and clarifies that proceeds arising from routine sale of items of property,
plant and equipment shall be recognised as revenue in accordance with FRS 118 Revenue
rather than FRS 5. The Group does not expect any impact on the financial statements arising
from the adoption of this amendment.
(6 9 2 9 5 9 - W)
81
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(o)
January 2010. (continue)
Amendment to FRS 117 Leases removes the classification of leases of land and of buildings,
and instead, requires assessment of classification based on the risks and rewards of the lease
itself. The reassessment of land elements of unexpired leases shall be made retrospectively in
accordance with FRS 108. The Group does not expect any impact on the financial statments
Amendment to FRS 118 clarifies reference made on the term ‘transaction costs’ to the
definition in FRS 139. The Group does not expect any impact on the consolidated financial
Amendment to FRS 119 Employee Benefits clarifies the definitions in this Standard by
consistently applying settlement dates within twelve (12) months in the distinction between
short-term employee benefits and other long-term employee benefits. This amendment also
provides additional explanations on negative past service cost and curtailments. The Group
does not expect any impact on the financial statements arising from the adoption of this
amendment.
Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government
Assistance streamlines the terms used in this Standard in accordance with the new terms used
in FRS 101. The Group does not expect any impact on the financial statements arising from
the adoption of this amendment.
Amendment to FRS 123 clarifies that interest expense calculated using the effective interest
rate method described in FRS 139 qualifies for recognition as borrowing costs. The Group
does not expect any impact on the financial statements arising from the adoption of this
amendment.
Amendment to FRS 127 Consolidated and Separate Financial Statements clarifies that
investments measured at cost shall be accounted for in accordance with FRS 5 when they
are held for sale in accordance with FRS 5. The Group does not expect any impact on the
Amendment to FRS 128 Investments in Associates clarifies that investments in associates held
by venture capital organisations, or mutual funds, unit trusts and similar entities shall make
disclosures on the nature and extent of any significant restrictions on the ability of associates
to transfer funds to the investor in the form of cash dividends, or repayment of loans or
advances. This amendment also clarifies that impairment loss recognised in accordance with
FRS 136 Impairment of Assets shall not be allocated to any asset, including goodwill, that
forms the carrying amount of the investment. Accordingly, any reversal of that impairment loss
shall be recognised in accordance with FRS 136. Amendment to FRS 128 is not relevant to
the Group’s operations.
Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies streamlines
the terms used in this Standard in accordance with the new terms used in FRS 101. This
amendment also clarifies that assets and liabilities that are measured at fair value are
exempted from the requirement to apply historical cost basis of accounting. Amendment to
FRS 129 is not relevant to the Group’s operations.
82
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(o)
January 2010. (continue)
Amendment to FRS 131 Interests in Joint Ventures clarifies that venturers’ interests in jointly
controlled entities held by venture capital organisations, or mutual funds, unit trusts and similar
entities shall make disclosures on related capital commitments. This amendment also clarifies
that a listing and description of interests in significant joint ventures and the proportion of
ownership interest held in jointly controlled entities shall be made. Amendment to FRS 131
is not relevant to the Group’s operations.
Amendment to FRS 134 Interim Financial Reporting clarifies the need to present basic and
diluted earnings per share for an interim period when the entity is within the scope of FRS
133 Earnings Per Share. The Group does not expect any impact on the financial statements
Amendment to FRS 136 clarifies the determination of allocation of goodwill to each cashgenerating unit whereby each unit shall not be larger than an operating segment as defined in
FRS 8 before aggregation. This amendment also requires additional disclosures if the fair value
less costs to sell is determined using discounted cash flow projections. The Group does not
expect any impact on the financial statments arising from the adoption of this amendment.
Amendment to FRS 138 Intangible Assets clarifies the examples provided in this Standard
in measuring the fair value of an intangible asset acquired in a business combination. This
amendment also removes the statement on the rarity of situations whereby the application
of the amortisation method for intangible assets results in a lower amount of accumulated
amortisation than under the straight line method. The Group does not expect any impact on
the financial statements arising from the adoption of this amendment.
Amendment to FRS 140 clarifies that properties that are being constructed or developed for future
use as investment property are within the definition of ‘investment property’. This amendment
further clarifies that if the fair value of such properties cannot be reliably determinable but it is
expected that the fair value would be readily determinable when construction is complete, the
properties shall be measured at cost until either its fair value becomes reliably determinable or
construction is completed, whichever is earlier. The Group does not expect any impact on the
(p)
FRS 1 First-time Adoption of Financial Reporting Standards is mandatory for annual periods
beginning on or after 1 July 2010.
This Standard supersedes the existing FRS 1 and shall be applied when the Group adopts
FRSs for the first time via the explicit and unreserved statement of compliance with FRSs. An
opening FRS statement of financial position shall be prepared and presented at the date of
transition to FRS, whereby:
(i)
(ii)
(iii)
(iv)
All assets and liabilities shall be recognised in accordance with FRSs;
Items of assets and liabilities shall not be recognised if FRSs do not permit such
recognition;
Items recognised in accordance with previous GAAP shall be reclassified in accordance
with FRSs; and
All recognised assets and liabilities shall be measured in accordance with FRSs.
(6 9 2 9 5 9 - W)
83
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STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(p)
FRS 1 First-time Adoption of Financial Reporting Standards is mandatory for annual periods
beginning on or after 1 July 2010. (continue)
All resulting adjustments shall therefore be recognised directly in retained earnings at the
date of transition to FRSs.
of this Standard.
(q)
FRS 3 Business Combinations is mandatory for annual periods beginning on or after 1 July
2010.
This Standard supersedes the existing FRS 3 and now includes business combinations
involving mutual entities and those achieved by way of contract alone. Any non-controlling
interest in an acquiree shall be measured at fair value or as the non-controlling interest’s
proportionate share of the acquiree’s net identifiable assets.
The time limit on the adjustment to goodwill due to the arrivable of new information on the
crystallisation of deferred tax benefits shall be restricted to the measurement period resulting
from the arrival of the new information. Contingent liabilities acquired arising from present
obligations shall be recognised, regardless of the probability of outflow of economic
resources.
Acquisition-related costs shall be accounted for as expenses in the periods in which the
costs are incurred and the services are received. Consideration transferred in a business
combination, including contingent consideration, shall be measured and recognised at fair
value at acquisition date.
In business combinations achieved in stages, the acquirer shall remeasure its previously held
equity interest at its acquisition date fair value and recognise the resulting gain or loss in
profit or loss.
of this Standard.
(r)
FRS 127 Consolidated and Separate Financial Statements is mandatory for annual periods
This Standard supersedes the existing FRS 127 and replaces the current term ‘minority interest’
with a new term ‘non-controlling interest’ which is defined as the equity in a subsidiary that is
not attributable, directly or indirectly, to a parent. Accordingly, total comprehensive income
shall be attributed to the owners of the parent and to the non-controlling interests, even if this
results in the non-controlling interests having a deficit balance.
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. If the Group loses control of a subsidiary,
any gains or losses are recognised in profit or loss and any investment retained in the former
subsidiary shall be measured at its fair value at the date when control is lost.
of this Standard.
84
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(s)
The following amendments to FRSs are mandatory for annual periods beginning on or after
1 July 2010, except for Amendments to FRS 139 which is mandatory for annual periods
Amendments to FRS 2 Share-based Payments clarifies that transactions in which the Group
acquired goods as part of the net assets acquired in a business combination or contribution
of a business on the formation of a joint venture are excluded from the scope of this Standard.
Amendments to FRS 2 are not relevant to the Group’s operations.
Amendments to FRS 5 clarifies that non-current asset classified as held for distribution to owners
acting in their capacity as owners are within the scope of this Standard. The amendment also
clarifies that in determining whether a sale is highly probable, the probability of shareholders’
approval, if required in the jurisdiction, shall be considered. In a sale plan involving loss
of control of a subsidiary, all assets and liabilities of that subsidiary shall be classified as
held for sale, regardless of whether the Group retains a non-controlling interest in its former
subsidiary after the sale. Discontinued operations information shall also be presented. Noncurrent asset classified as held for distribution to owners shall be measured at the lower of
its carrying amount and fair value less costs to distribute. The Group does not expect any
impact on the financial statements arising from the adoption of these amendments.
Amendments to FRS 138 clarifies that the intention of separating an intangible asset is
irrelevant in determining the identifiability of the intangible asset. In a separate acquisition
and acquisition as part of a business combination, the price paid by the Group reflects the
expectations of the Group of an inflow of economic benefits, even if there is uncertainty
about the timing or the amount of the inflow. Accordingly, the probability criterion is always
considered to be satisfied for separately acquired intangible assets. The useful life of a
reacquired right recognised as an intangible asset in a business combination shall be the
remaining contractual period of the contract in which the right was granted, and do not
include renewal periods. In the case of a reacquired right in a business combination, if the
right is subsequently reissued to a third party, the related carrying amount shall be used
in determining the gain or loss on reissue. The Group does not expect any impact on the
financial statements arising from the adoption of these amendments.
Amendments to FRS 139 remove the scope exemption on contracts for contingent
consideration in a business combination. Accordingly, such contracts shall be recognised
and measured in accordance with the requirements of FRS 139. The Group does not expect
any impact on the financial statements arising from the adoption of these amendments.
Amendments to IC Interpretation 9 clarifies that embedded derivatives in contracts acquired
in a business combination, combination of entities or business under common controls, or the
formation of a joint venture are excluded from this Interpretation. The Group does not expect
any impact on the financial statements arising from the adoption of these amendments.
(t)
IC Interpretation 12 Service Concession Arrangements is mandatory for annual periods
This Interpretation applies to operators for public-to-private service concession arrangements,
whereby infrastructure within the scope of this Interpretation shall not be recognised as
property, plant and equipment of the operator. The operator shall recognise and measure
revenue in accordance with FRS 111 Construction Contracts and FRS 118 for the services
performed. The operator shall also account for revenue and costs relating to construction or
upgrade services in accordance with FRS 111.
(6 9 2 9 5 9 - W)
85
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(t)
IC Interpretation 12 Service Concession Arrangements is mandatory for annual periods
beginning on or after 1 July 2010. (continued)
Consideration received or receivable by the operator for the provision of construction or
upgrade services shall be recognised at its fair value. If the consideration consists of an
unconditional contractual right to receive cash or another financial asset from the grantor, it
shall be classified as a financial asset. Conversely, if the consideration consists of a right to
charge users of the public service, it shall be classified as an intangible asset.
(u)
IC Interpretation 15 Agreements for the Construction of Real Estate is mandatory for annual
periods beginning on or after 1 July 2010.
This Interpretation applies to the accounting for revenue and associated expenses
by entities undertaking construction or real estate directly or via subcontractors. Within
a single agreement, the Group may contract to deliver goods or services in addition to
the construction of real estate. Such an agreement shall therefore, be split into separately
identifiable components.
An agreement for the construction of real estate shall be accounted for in accordance
with FRS 111 if the buyer is able to specify the major structural elements of the design of
the real estate before construction begins and/or specify major structural changes once
construction is in progress. Accordingly, revenue shall be recognised by reference to the
stage of completion of the contract.
An agreement for the construction of real estate in which buyers only have limited ability to
influence the design of the real estate or to specify only minor variations to the basic designs
is an agreement for the sale of goods in accordance with FRS 118. Accordingly, revenue
shall be recognised by reference to the criteria in paragraph 14 of FRS 118 (e.g. transfer
of significant risks and rewards, no continuing managerial involvement nor effective control,
reliable measurement, etc.).
(v)
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation is mandatory for
annual periods beginning on or after 1 July 2010.
This Interpretation applies to hedges undertaken on foreign currency risk arising from net
investments in foreign operations and the Group wishes to qualify for hedge accounting in
accordance with FRS 139.
Hedge accounting is applicable only to the foreign exchange differences arising between
the functional currency of the foreign operation and the functional currency of any parent
(immediate, intermediate or ultimate parent) of that foreign operation. An exposure to foreign
currency risk arising from a net investment in a foreign operation may qualify for hedge
accounting only once in the financial statements.
86
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(w)
IC Interpretation 17 Distributions of Non-cash Assets to Owners is mandatory for annual
periods beginning on or after 1 July 2010.
This Interpretation applies to non-reciprocal distributions of non-cash assets by the Group to
its owners in their capacity as owners, as well as distributions that give owners a choice
of receiving either non-cash assets or a cash alternative. This Interpretation also applies to
distributions in which all owners of the same class of equity instruments are treated equally.
The liability to pay a dividend shall be recognised when the dividend is appropriately
authorised and is no longer at the discretion of the Group. The liability shall be measured
at the fair value of the assets to be distributed. If the Group gives its owners a choice of
receiving either a non-cash asset or a cash alternative, the dividend payable shall be
estimated by considering the fair value of both alternatives and the associated probability of
the owners’ selection.
At the end of each reporting period, the carrying amount of the dividend payable shall be
remeasured and any changes shall be recognised in equity. At the settlement date, any
difference between the carrying amounts of the assets distributed and the carrying amounts
of the dividend payable shall be recognised in profit or loss.
(x)
Amendments to FRS 132 is mandatory for annual periods beginning on or after 1 January
2010 and 1 March 2010 in respect of the transitional provisions in accounting for compound
financial instruments and classification of rights issues respectively.
These amendments remove the transitional provisions in respect of accounting for compound
financial instruments issued before 1 January 2003 pursuant to FRS 1322004 Financial
Instruments: Disclosure and Presentation. Such compound financial instruments shall be
classified into its liability and equity components when FRS 139 first applies.
The amendments also clarifies that rights, options or warrants to acquire a fixed number of
the Group’s own equity instruments for a fixed amount of any currency shall be classified
as equity instruments rather than financial liabilities if the Group offers the rights, options or
warrants pro rata to all of its own existing owners of the same class of its own non-derivative
equity instruments.
(y)
Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time
Adopters is mandatory for annual periods beginning on or after 1 January 2011.
This amendment permits a first-time adopter of FRSs to apply the exemption of not restating
comparatives for the disclosures required in Amendments to FRS 7 (see Note 5.2(z)).
of this amendment.
(6 9 2 9 5 9 - W)
87
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
5.
5.2
(z)
Amendments to FRS 7 Improving Disclosures about Financial Instruments is mandatory for
annual periods beginning on or after 1 January 2011.
These amendments require enhanced disclosures of fair value of financial instruments based
on the fair value hierarchy, including the disclosure of significant transfers between Level 1
and Level 2 of the fair value hierarchy as well as reconciliations for fair value measurements
in Level 3 of the fair value hierarchy.
By virtue of the exemption provided under paragraph 44G of FRS 7, the impact of applying
these amendments on the financial statements upon first adoption of FRS 7 as required by
paragraph 30(b) of FRS 108 are not disclosed.
6.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
6.1
Critical judgements made in applying accounting policies
The following are the 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.
(a)
Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on FRS 140 in making judgement whether
a property qualifies as an investment property. Investment property is a property held to earn
rentals or for capital appreciation or for both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation
and another portion that is held for use in the production or supply of goods or services or for
administrative purposes. If these portions could be sold separately (or leased out separately
under a finance lease), the Group would account for the portions separately. If the portions
could not be sold separately, the property is an investment property only if an insignificant
portion is held for use in the production or supply of goods or services or for administrative
purposes. Judgement is made on an individual property basis to determine whether ancillary
services are so significant that a property does not qualify as investment property.
(b)
Contingent liabilities
The determination of treatment of contingent liabilities is based on management’s view of the
expected outcome of the contingencies for matters in the ordinary course of the business.
88
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
6.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)
6.2
Key sources of estimation uncertainty
The following are 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.
(a)
Depreciation of property, plant and equipment
The cost of property, plant and equipment is depreciated on a straight-line basis over the
assets’ useful lives. Management estimates the useful lives of these assets to be five (5) years
to fifty (50) years. Changes in the expected level of usage and technological developments
could impact the economic useful lives or principal annual rates of depreciation and the
residual values of these assets and therefore, depreciation charges could be revised.
(b)
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 tax 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 profits together with future tax planning strategies.
(c)
Allowance for doubtful debts
The Group makes allowance for doubtful debts based on an assessment of the recoverability
of receivables. Allowances are applied to receivables where events or changes in
circumstances indicate that the carrying amounts may not be recoverable. The management
specifically analyses historical bad debt, customer concentration, customer creditworthiness,
current economic trends and changes in customer payment terms when making a judgement
to evaluate the adequacy of allowance for doubtful debts. Where expectations differ from
the original estimates, the differences will impact the carrying value of receivables.
(d)
Valuation of investment properties
Fair value for investment property is arrived at by reference to market evidence of transaction
prices for similar properties in the same location and based on a valuation carried out by an
independent professional valuer on an open market value basis.
(e)
Fair values of borrowings
The fair values of borrowings are estimated by discounting future contractual cash flows
at the current market interest rates available to the Group for similar financial instruments.
It is assumed that the effective interest rates approximate the current market interest rates
available to the Group based on its size and its business risk.
(f)
Write down for obsolete or slow moving inventories
The Group writes down its obsolete or slow moving inventories based on assessment of
their estimated net selling price. Inventories are written down when events or changes in
circumstances indicate that the carrying amounts may not be recoverable. The management
specifically analyses sales trend and current economic trends when making a judgement to
evaluate the adequacy of the write down for obsolete or slow moving inventories. Where
expectations differ from the original estimates, the differences will impact the carrying amount
of inventories.
(6 9 2 9 5 9 - W)
89
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
7.
PROPERTY, PLANT AND EQUIPMENT
Depreciation
charge
for the
financial
Translation
year
adjustments
Group
2009
Balance
as at 1
January
Additions
Disposal
Written
off
Carrying amount
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
-
-
Freehold land
1,716
-
-
-
Buildings
1,477
-
-
-
(23)
-
Transfer to
investment
properties
(Note 8)
Reclassification
Balance
as at 31
December
RM’000
RM’000
RM’000
-
-
1,716
-
929
(525)
Computer equipment
and software
452
123
-
-
(145)
-
-
-
430
1,288
288
-
-
(311)
-
-
-
1,265
-
-
Motor vehicles
1,552
410
7,044
1,152
(6)
(563)
-
-
1,393
(475)
(2,190)
(4)
-
-
5,448
Office equipment
1,825
217
-
(44)
(588)
(6)
-
(68)
1,336
2,937
624
-
(31)
(985)
-
-
64
2,609
262
38
-
(3)
(87)
-
-
4
214
18,553
2,852
(559)
(4,892)
(79)
Renovation and
electrical installations
Tools, equipment and
moulds
(79)
(10)
(525)
-
15,340
------ At 31 December 2009------Cost
RM’000
Freehold land
1,716
Buildings
1,318
Accumulated Carrying
depreciation amount
RM’000
RM’000
-
1,716
(389)
929
Computer equipment
and software
Motor vehicles
Office equipment
1,167
(737)
430
4,984
(3,719)
1,265
1,393
3,967
(2,574)
10,939
(5,491)
5,448
3,173
(1,837)
1,336
5,363
(2,754)
2,609
746
(532)
214
33,373
(18,033)
15,340
Renovation and
moulds
90
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
7.
PROPERTY, PLANT AND EQUIPMENT (continued)
Group
2008
Balance
as at 1
January
Additions
Disposal
Disposal
of a
subsidiary
(Note 29)
Carrying amount
RM’000
RM’000
RM’000
RM’000
Depreciation
charge
for the
financial
Translation
year
adjustments
Written
off
RM’000
RM’000
-
Freehold land
1,716
-
-
-
-
Buildings
1,012
-
-
-
-
RM’000
Reclassification
Balance
as at 31
December
RM’000
RM’000
-
-
1,716
(60)
-
525
1,477
(157)
-
6
452
(893)
-
(30)
1,288
(629)
-
Computer equipment
and software
418
332
-
(27)
1,478
3,091
-
(2,358)
-
(18)
-
(17)
(120)
Motor vehicles
1,258
958
8,111
2,081
-
(24)
(702)
(2,124)
1
(299)
-
7,044
1,552
Office equipment
2,291
410
-
(16)
(347)
(663)
(8)
158
1,825
2,759
1,281
-
(127)
(234)
(863)
-
121
2,937
275
268
-
(37)
(164)
-
44
262
480
45
-
-
-
(525)
19,798
8,466
Renovation and
moulds
Construction-in-progress
(124)
(17)
(2,694)
(1,440)
(5,553)
(7)
-
18,553
------ At 31 December 2008------Cost
RM’000
Freehold land
1,716
Buildings
1,843
Accumulated Carrying
depreciation amount
RM’000
(366)
RM’000
1,716
1,477
Computer equipment
and software
Motor vehicles
Office equipment
1,290
(838)
452
4,696
(3,408)
1,288
3,695
(2,143)
1,552
11,024
(3,980)
7,044
3,415
(1,590)
1,825
4,747
(1,810)
2,937
727
(465)
262
33,153
(14,600)
18,553
Renovation and
moulds
(6 9 2 9 5 9 - W)
91
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
7.
PROPERTY, PLANT AND EQUIPMENT (continued)
(a)
During the financial year, the Group made the following cash payments to purchase property, plant
and equipment:Group
2009
2008
RM’000
RM’000
Purchase of property, plant and equipment
Financed by hire-purchase arrangements
2,852
(737)
8,466
(1,484)
Cash payments on purchase of property, plant and equipment
2,115
6,982
As at 31 December 2009, the net carrying amount of Group’s property, plant and equipment held
under hire-purchase arrangements are as follows:Group
2009
2008
RM’000
RM’000
Computer equipment and software
Motor vehicles
Office equipment
Renovation and electrical installations
(b)
487
504
19
312
65
410
624
176
389
1,322
1,664
The net book value of the property, plant and equipment which have been charged to licensed
financial institutions for credit facilities granted to the Group (Note 16 and Note 18 to the financial
statements) are as follows:Group
2009
2008
RM’000
RM’000
Freehold land
Buildings
880
687
880
1,230
1,567
2,110
92
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
8.
INVESTMENT PROPERTIES
Group
2009
Balance
as at
1 January
RM’000
Transfer
from
property,
plant and
equipment
(Note 7)
RM’000
Balance
Fair value
as at
adjustment 31 December
RM’000
RM’000
Carrying amount
Freehold land and factory buildings
Retail kiosk
Group
2008
1,498
-
525
(30)
(201)
1,468
324
1,498
525
(231)
1,792
Balance
as at
1 January
RM’000
Addition
RM’000
Balance
as at
Disposals 31 December
RM’000
RM’000
Carrying amount
Freehold land and factory buildings
Freehold shoplot
Leasehold shoplot
1,973
1,080
380
3,433
55
(530)
(1,080)
(380)
1,498
-
55
(1,990)
1,498
-
Investment properties with an aggregate carrying amount of RM 1,081,238 (2008: RM 757,238) are
charged to licensed financial institutions for banking facilities granted to the Group (Note 16 and Note 18
to the financial statements).
In the previous year, investment properties amounted to RM 1,990,000 were disposed of to a related party
for a total consideration of RM 1,910,000.
The fair value of the investment properties of the Group as at 31 December 2009 were estimated by
the Directors based on recent prices of similar properties in the same location and recommended by the
Directors based on a valuation carried out on 19 January 2010 by an independent professional valuer on
an open market value basis. The fair value for the investment properties as at 31 December 2008 were
estimated by the Directors based on recent prices of similar properties in the same location.
Direct operating expense arising from investment properties generating rental income during the financial
year are as follows:Group
2009
2008
RM’000
RM’000
Quit rent and assessment
(6 9 2 9 5 9 - W)
8
7
93
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
9.
INVESTMENTS IN SUBSIDIARIES
Company
2009
2008
RM’000
RM’000
Unquoted shares - at cost
28,867
26,882
Acquisition of additional interest in an existing subsidiary
On 15 July 2009, the Company entered into a Sale and Purchase Agreement for the acquisition of the
remaining 49% equity interest in Wealthy Concept Limited (“WC”) representing 3,430,000 ordinary
shares of HKD 1 each, of which 848,610 ordinary shares of HKD 1 each has been fully paid and
2,581,390 ordinary shares of HKD 1 each has been issued but not paid, for a cash consideration of
RM 795,596 (HKD 1,726,729). As at 31 December 2009, the said 2,581,390 ordinary shares have
been fully paid up by the Group.
The details of the subsidiaries are as follows:-
Name of company
Country of
incorporation
Effective equity
interest
2009
2008
Principal activities
Direct subsidiaries
Malaysia
61%
61%
Tomei Marketing Sdn. Bhd.
Malaysia
100%
100%
Distribution of jewellery
Manufacturing Sdn. Bhd. (“TGJM”)
Malaysia
100%
100%
Design and manufacturing of
jewellery
Hong Kong
100%
100%
Inactive
Tomei Retail Sdn. Bhd.
Malaysia
100%
100%
Investment holding and retailing
of jewellery
Yi Xing Goldsmith Sdn. Bhd.
Malaysia
100%
100%
jewellery
Tomei TI Sdn. Bhd.
Malaysia
70%
70%
Manufacturing and retailing of
corporate souvenir and
premium gift
Hong Kong
100%
51%
Investment holding
Hong Kong
100%
100%
Tomei International Limited@
Wealthy Concept Limited (“WC”)@
jewellery, including gold
and silver chains and refining
of gold and jewellery
Subsidiary of TGJM
Lumiere 2006 Limited@
Distribution of diamond
94
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
9.
INVESTMENTS IN SUBSIDIARIES (continued)
Name of company
Country of
incorporation
Effective equity
interest
2009
2008
Subsidiary of WC
Wealthy Concept Jewellery
(Shenzhen) Company
Limited@
People’s Republic
of China
100%
51%
Distribution and retailing of
jewellery
Cindai Permata Sdn. Bhd.
Malaysia
100%
100%
Retailing of jewellery
J & G Collections Sdn. Bhd.
Malaysia
100%
100%
Distribution of jewellery
My Diamond Sdn. Bhd.
Malaysia
100%
100%
Sinar Raya Trading Sdn. Bhd.
Malaysia
100%
100%
TH Jewelry Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (B)
Sdn. Bhd.*
Brunei
Darussalam
99.99%
99.99%
Tomei Gold & Jewellery (JB)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (MJ)
Sdn. Bhd. (“TGJ (MJ)”)
Malaysia
100%
100%
Investment holding and retailing of
jewellery
Tomei Gold & Jewellery (P.T.)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (RW)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (SK)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (WM)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery Corp.
(K.L) Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery Holdings
(M) Sdn. Bhd. (“TGJH”)
Malaysia
100%
100%
Investment holding and distribution
of jewellery
Tomei Worldwide Franchise
Sdn. Bhd.
Malaysia
100%
100%
Inactive
Le Lumiere Sdn. Bhd.
Malaysia
100%
100%
Subsidiaries of TR
(6 9 2 9 5 9 - W)
Inactive
95
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
9.
INVESTMENTS IN SUBSIDIARIES (continued)
Name of company
Country of
incorporation
Effective equity
interest
2009
2008
Subsidiaries of TGJH
Tomei Gold & Jewellery (B.U.)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (K.P.)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (Klang)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (M.V.)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (MK)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (TS)
Sdn. Bhd.
Malaysia
100%
100%
(KLCC) Sdn. Bhd.
Malaysia
100%
100%
(Sunway) Sdn. Bhd.
Malaysia
100%
100%
Socialist Republic
of Vietnam
100%
100%
Manufacturing and retailing of
jewellery
Tomei Gold & Jewellery (IOI)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (S.A.)
Sdn. Bhd.
Malaysia
100%
100%
Tomei Gold & Jewellery (Subang)
Sdn. Bhd.
Malaysia
100%
100%
Tomei (Vietnam) Company
Limited@
Subsidiaries of TGJ (MJ)
@
Subsidiaries audited by BDO Member Firms.
*
Subsidiary is consolidated based on unaudited management financial statements for the financial
year ended 31 December 2009. The financial statements of this subsidiary is not required to be
audited in its country of incorporation for current year as it has been placed under members’ voluntary
liquidation on 30 June 2009 and is not material to the Group.
The acquisition of the remaining equity interest in Wealthy Concept Limited during the financial year is
disclosed in Note 35 to the financial statements.
96
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
10. DEFERRED TAX
(a)
The deferred tax assets and liabilities are made up of the following:Group
2009
2008
RM’000
RM’000
Balance as at 1 January
125
493
Recognised in the income statements (Note 24)
- current year
- prior years
138
(296)
(369)
1
(33)
125
(479)
446
(612)
737
(33)
125
Balance as at 31 December
Presented after appropriate offsetting:Deferred tax assets, net
Deferred tax liabilities, net
(b)
The movements of deferred tax assets and liabilities during the financial year prior to offsetting are as
follows:Group
2009
2008
RM’000
RM’000
Deferred tax assets
919
1,344
(64)
(132)
115
(138)
(92)
(195)
(81)
(425)
Deferred tax assets as at 31 December, prior to offsetting
838
919
Set-off of tax
(359)
(307)
Deferred tax assets as at 31 December, net
479
612
Recognised in the income statements
Unabsorbed capital allowances
Unused tax losses
Other deductible temporary differences
(6 9 2 9 5 9 - W)
97
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
10. DEFERRED TAX (continued)
(b)
The movements of deferred tax assets and liabilities during the financial year prior to offsetting are as
follows (continued):Group
2009
2008
RM’000
RM’000
1,044
1,837
(450)
211
(335)
(458)
(239)
(793)
Deferred tax liabilities as at 31 December, prior to offsetting
805
1,044
Set-off of tax
(359)
(307)
Deferred tax liabilities as at 31 December, net
446
737
Recognised in the income statements
Other taxable temporary differences
(c)
The components of deferred tax assets and liabilities as at the end of the financial year comprise tax
effect of:Group
2009
2008
RM’000
RM’000
Deferred tax assets
Unused tax losses
Other deductible temporary differences
668
170
64
738
117
838
919
598
207
1,044
-
805
1,044
Other taxable temporary differences
98
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
10. DEFERRED TAX (continued)
(d)
The amount of temporary differences for which no deferred tax assets have been recognised in the
balance sheet are as follows:Group
2009
2008
RM’000
RM’000
Unused tax losses
1,746
404
220
2
2,150
222
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is
not probable that taxable profits of the subsidiaries will be available against which the deductible
temporary differences can be utilised.
The deductible temporary differences do not expire under current tax legislation.
11. INVENTORIES
Group
2009
2008
RM’000
RM’000
Gold ornaments
Jewellery
Silver
Consumables
98,599
115,063
1,406
1,352
80,676
111,581
1,572
1,947
216,420
195,776
Cost of inventories of the Group recognised as an expense during the financial year amounted to
RM 160,692,068 (2008: RM 185,973,889). In the previous financial year, inventories of the Group
amounting to RM 36,216 were written off.
12. TRADE AND OTHER RECEIVABLES
Group
2009
RM’000
2008
RM’000
Company
2009
2008
RM’000
RM’000
Trade receivables
Trade receivables
Less: Allowance for doubtful debts
8,671
(665)
8,177
(37)
-
-
8,006
8,140
-
-
1,779
6,749
1,448
3,840
5,241
1,722
91,476
2
8
121,958
1,249
2
97
9,976
10,803
91,486
123,306
17,982
18,943
91,486
123,306
Other receivables
Amounts owing by subsidiaries
Other receivables
Deposits
Prepayments
(6 9 2 9 5 9 - W)
99
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
12. TRADE AND OTHER RECEIVABLES (continued)
(a)
Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group
range from 7 to 120 days from date of invoice.
(b)
In the financial year 2008, the Group’s allowance for doubtful debts is net of bad debts written off
of RM 6,719.
(c)
Amounts owing by subsidiaries represent advances which are unsecured and repayable upon
demand in cash and cash equivalents.
During the financial year, the Company had reduced its issuance of Islamic Commercial Paper/
Islamic Medium Term Note (“ICP/IMTN”) from RM 70 million to RM 50 million. Most of the proceeds
are raised on behalf of its subsidiaries. Such share of profits by the financial institution on ICP/IMTN
ranged from 5.80% to 7.50% (2008: 4.05% to 7.50%) per annum are therefore passed down to
the respective subsidiaries.
(d)
Included in Group’s other receivables as at 31 December 2008 were amounts of RM 1,719,000
and RM 1,249,851 owing from related parties in respect of sales proceeds from the disposal of
investment properties and a subsidiary respectively.
The Company’s other receivables as at 31 December 2008 represented amount owing from related
parties in respect of sales proceeds from the disposal of a subsidiary.
(e)
The currency exposure profile of receivables are as follows:Group
Ringgit Malaysia
Chinese Renminbi
Euro
Hong Kong Dollar
Singapore Dollar
UAE Dirham
US Dollar
Vietnamese Dong
2009
RM’000
2008
RM’000
Company
2009
2008
RM’000
RM’000
14,592
1,178
371
843
33
177
387
401
16,326
98
375
745
17
618
476
288
91,115
371
-
122,894
412
-
17,982
18,943
91,486
123,306
2009
RM’000
2008
RM’000
Company
2009
2008
RM’000
RM’000
5,431
2,861
571
4,492
5,188
96
571
243
8,292
5,063
5,284
814
13. CASH AND CASH EQUIVALENTS
Group
Fixed deposits with licensed banks
Cash and bank balances
100
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
13. CASH AND CASH EQUIVALENTS (continued)
(a)
The fixed deposits as at 31 December 2009 have maturity range from 1 to 6 months (2008: 1 ½
months). Included in the fixed deposits of the Group and the Company as at 31 December 2009 is
an amount of RM 5,187,500 (2008: RM 571,125) representing 50% of the redemption amount of
IMTN which is due on 22 June 2010, and semi-annual profit payment of IMTN. The fixed deposits
are held in the designated accounts and operated by the Security Agent.
(b)
Information on financial risks of cash and cash equivalents are disclosed in Note 33 to the financial
statements.
(c)
The currency exposure profile of cash and cash equivalents are as follows:Group
Ringgit Malaysia
Chinese Renmimbi
US Dollar
Other foreign currencies
(d)
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
7,657
199
179
257
4,930
2
109
22
5,284
-
814
-
8,292
5,063
5,284
814
For the purpose of the cash flow statements, cash and cash equivalents comprise the following as at
balance sheet date:Group
Fixed deposits with licensed banks
Less:
Bank overdrafts included in
borrowings (Note 16)
Placement of fixed deposit as
permitted investment
(6 9 2 9 5 9 - W)
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
5,431
2,861
571
4,492
5,188
96
571
243
8,292
5,063
5,284
814
(15,198)
(2,687)
(5,188)
(571)
(5,188)
(571)
(12,094)
1,805
96
243
-
-
101
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
14. SHARE CAPITAL
Group and Company
2009
2008
Number
of shares
(‘000)
RM’000
Number
of shares
(‘000)
RM’000
Authorised
200,000
100,000
200,000
100,000
Issued and fully paid
126,000
63,000
126,000
63,000
Ordinary shares of RM 0.50 each:-
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company
and are entitled to one vote per share at meetings of the Company. All ordinary shares rank pari passu with
regard to the Company’s residual assets.
15. RESERVES
Group
2009
RM’000
Non-distributable:Share premium
Exchange translation reserve
Distributable:Retained earnings
(a)
2008
RM’000
Company
2009
2008
RM’000
RM’000
4,078
(212)
4,078
(211)
4,078
-
4,078
-
59,991
44,599
7,517
9,623
63,857
48,466
11,595
13,701
Exchange translation reserve
The exchange translation reserve is used to record foreign currency exchange differences arising
from the translation of the financial statements of foreign operations whose functional currencies
are different from that of the Group’s presentation currency. It is also used to record the exchange
differences arising from monetary items which form part of the Group’s net investment in foreign
operations, where the monetary item is denominated in either the functional currency of the reporting
entity or the foreign operation.
(b)
Retained earnings
Effective 1 January 2008, the Company is given the option to make an irrevocable election to move
to a single tier system or continue to use its tax credit under Section 108 of the Income Tax Act, 1967
for the purpose of dividend distribution until the tax credit is fully utilised or latest, by 31 December
2013.
The Company has made the election to move to the single tier system and as a result, there are no
longer any restrictions on the Company to frank the payment of dividends out of its entire retained
earnings as at the balance sheet date.
102
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
16. BORROWINGS
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
586
1,000
462
307
52
1,987
429
337
-
-
2,355
2,805
-
-
14,612
29,090
190
4,566
30,000
10,000
2,635
22,872
477
3,636
993
50,000
-
30,000
10,000
50,000
-
88,458
80,613
40,000
50,000
90,813
83,418
40,000
50,000
517
324
407
610
-
-
841
1,017
-
-
10,000
20,000
10,000
20,000
10,841
21,017
10,000
20,000
15,198
30,090
190
4,566
979
631
30,000
20,000
2,687
24,859
477
3,636
993
836
947
50,000
20,000
30,000
20,000
50,000
20,000
101,654
104,435
50,000
70,000
Current liabilities
Secured
Bank overdrafts
Bankers’ acceptances
Hire-purchase creditors (Note 17)
Term loans (Note 18)
Unsecured
Bank overdrafts
Factoring
Gold loans
Revolving credit
Islamic commercial paper (“ICP”)
Islamic medium term note (“IMTN”)
Non-current liabilities
Secured
Unsecured
IMTN
Total borrowings
Bank overdrafts
Factoring
Gold loans
Revolving credit
ICP
IMTN
(6 9 2 9 5 9 - W)
103
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
16. BORROWINGS (continued)
Group
The bank overdrafts and bankers’ acceptances are secured by a first legal charge over certain land and
buildings and investment properties of the Group (Note 7 and Note 8 to the financial statements).
The bank overdrafts, bankers’ acceptances, factoring, gold loans and revolving credit are guaranteed by
the Company and a subsidiary.
Group and Company
Significant covenants
The ICP/IMTN borrowings are subject to the following significant covenants:(i)
not to permit a Debt to Equity Ratio of the Group to exceed one point two (1.2) time;
(ii)
not to create or permit to exist any encumbrance, mortgage, charge, pledge or lien in excess of five
percent (5%) of the Group’s net tangible assets;
(iii)
not to dispose of any assets in excess of five percent (5%) of the Group’s net tangible assets;
(iv)
not to add, delete, amend or substitute the Memorandum of Association of the Company in a manner
inconsistent with the provisions of the Trust Deed to the ICP/IMTN;
(v)
not to reduce the authorised or issued share capital of the Company;
(vi)
not to obtain or permit to exist any loans or advances from its Directors or shareholders unless they
were subordinated to the ICP/IMTN; and
(vii)
not to make any payments to its Directors or shareholders in connections with any loans or advances
from its Directors or shareholders.
Information of financial risk of borrowings is disclosed in Note 33 to the financial statements.
17. HIRE-PURCHASE CREDITORS
Group
2009
2008
RM’000
RM’000
Minimum hire-purchase payments:- not later than one year
- later than one year and not later than five years
515
547
469
432
Total minimum hire-purchase payments
Less: Future interest charges
1,062
(83)
901
(65)
Present value of hire-purchase liabilities
979
836
104
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
17. HIRE-PURCHASE CREDITORS (continued)
Group
2009
2008
RM’000
RM’000
Repayable as follows:Current liabilities:- not later than one year
462
429
Non-current liabilities:- later than one year and not later than five years
517
407
979
836
18. TERM LOANS
Group
2009
2008
RM’000
RM’000
Term loan I repayable by 120 equal monthly instalments of RM 2,509
each commencing September 2001
52
78
Term loan II repayable by 84 equal monthly instalments of RM 5,334
each commencing 1 April 2003
16
77
Term loan III repayable by 120 equal monthly instalments of RM 2,846
each commencing September 2001
39
69
Term loan IV repayable by 84 equal monthly instalments of RM 7,337
each commencing 12 May 2004
119
189
Term loan V repayable by 84 equal monthly instalments of RM 9,486
each commencing 12 May 2004
156
245
Term loan VI repayable by 120 equal monthly instalments of RM 4,909
each commencing 25 November 2004
249
289
631
947
307
337
324
-
537
73
324
610
631
947
Repayable as follows:Current liabilities:- within one year
Non-current liabilities:-
later than one year and not later than five years
later than five years
The term loans are secured by certain land and buildings and investment properties of the Group (Note 7
and Note 8 to the financial statements). The term loans are also guaranteed by the Company.
(6 9 2 9 5 9 - W)
105
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
19. DEFERRED INCOME
Group
2009
2008
RM’000
RM’000
Recognised as income during the financial year
Balance as at 31 December
12
(3)
15
(3)
9
12
A subsidiary received an E-Manufacturing - ERP grant of RM 27,246 from the Small and Medium Industries
Development Corporation (SMIDEC) to fund the purchase of information technology based equipment
which is used in the manufacturing of silver and gold jewellery.
20. TRADE AND OTHER PAYABLES
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
18,967
15,925
1,563
360
6,768
1,191
678
4,545
1,420
1,342
5,019
800
8,691
6,414
2,762
5,819
27,658
22,339
2,762
5,819
Trade payables
Trade payables
-
-
Other payables
Amounts owing to subsidiaries
Other payables
Deposits received
Accruals
(a)
Trade payables are non-interest bearing and the normal trade credit terms granted to the Group
range from 30 to 180 days from date of invoice.
(b)
Amounts owing to subsidiaries represent payments made on behalf which are unsecured, interest free
and repayable upon demand in cash and cash equivalents.
(c)
Information on financial risks of trade payables is disclosed in Note 33 to the financial statements.
106
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
20. TRADE AND OTHER PAYABLES (continued)
(d)
The currency exposure profile of payables are as follows:Group
Ringgit Malaysia
Chinese Renminbi
Euro
Hong Kong Dollar
Singapore Dollar
US Dollar
Vietnamese Dong
Others
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
10,992
576
148
3,181
70
12,638
53
-
11,342
12
2,300
18
8,631
32
4
2,762
-
4,618
1,201
-
27,658
22,339
2,762
5,819
21. REVENUE
Group
Sales of goods:Gold ornaments and jewellery
Gold bar
Silver
Manufacturing of precision tools and mould
Rental income from investment properties
Dividend income from subsidiaries
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
292,218
6,776
1,896
-
267,125
16,705
2,611
2,919
54
-
4,692
14,506
300,890
289,414
4,692
14,506
22. OTHER INCOME
Group
Deposits forfeited
Discount received
Gain on gold contracts
Gain on disposal of property, plant
and equipment
Gain on foreign exchange
Gain on gold price fluctuation
Interest income
Proceeds from insurance claimed
Rental income from investment properties
Others
(6 9 2 9 5 9 - W)
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
93
4
83
36
18
364
49
-
15
1,436
10
11
156
190
53
28
1,657
7
28
404
232
148
-
2,051
2,971
-
139
64
-
-
7
-
8
-
71
147
107
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
23. PROFIT BEFORE TAX
Group
Note
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
651
14
-
239
-
253
5
-
14
7
8
2
51
-
-
4,892
5,553
-
-
264
2,362
240
1,374
1,184
1,029
202
81
57
109
1,441
586
290
72
96
191
-
-
3,517
-
3,752
36
126
-
502
-
-
-
-
-
Profit before tax is arrived
at after charging:Allowance for doubtful debts
Auditors’ remuneration
- statutory audit
- current year
- under provision in prior years
- non-statutory audit
- current year
- under provision in prior years
Bad debts written off
Depreciation of property,
plant and equipment
Directors’ remuneration
- fee
- other emoluments
Interest expense:- bankers’ acceptances
- bank overdrafts
- gold loan
- hire-purchase
- term loans
- others
Finance costs: share of profits
by financial institution on
ICP and IMTN
Inventories written off
Loss on disposal of investment
property
Loss on disposal of property,
plant and equipment
written off
Rental expense:- exhibition booths
- plant and machinery
- premises
Research cost
Loss from fair value adjustments
of investment properties
Loss on foreign exchange
Loss on gold price fluctuation
-
7
11
-
80
79
7
8
-
-
28
28
5
7
7
2
264
2,040
240
1,204
559
1,440
-
-
759
206
13,753
30
641
24
12,054
354
-
-
231
351
1,675
130
574
-
-
108
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
23. PROFIT BEFORE TAX (continued)
Group
Note
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
23
3
6
3
83
364
49
15
1,436
10
11
28
1,657
7
28
-
190
232
-
And crediting:Allowance for doubtful
debts no longer required
Amortisation of government grant
Gross dividends received
from unquoted subsidiaries
Gain on gold contracts
Gain on disposal of property,
plant and equipment
Gain on foreign exchange
Gain on gold price fluctuation
Interest income
Rental income from investment
properties
19
29
-
-
-
4,692
-
64
-
14,506
139
-
7
8
-
The estimated monetary value of benefit-in-kind received by the Directors of the Group amounted to RM
95,500 (2008: RM 95,500).
24. TAX EXPENSE
Group
2009
RM’000
Current year tax expense based
on profit for the financial year
Deferred tax (Note 10)
(Over)/Under provision in prior years:- Tax expense
- Deferred tax (Note 10)
2008
RM’000
Company
2009
2008
RM’000
RM’000
7,705
138
6,274
(369)
188
-
3,044
-
7,843
5,905
188
3,044
(109)
(296)
(253)
1
7,438
5,653
(7)
181
17
3,061
The Malaysian income tax is calculated at the statutory tax rate of 25% (2008: 26%) of the estimated
taxable profit for the fiscal year. The Malaysian statutory tax rate has been reduced to 25% from the
previous year’s rate of 26% for the fiscal year of assessment 2009. The computation of deferred tax as at
31 December 2009 has reflected these changes.
Tax expenses for other taxation authorities are calculated at the rates prevailing in those respective
jurisdictions.
(6 9 2 9 5 9 - W)
109
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
24. TAX EXPENSE (continued)
The reconciliation between the average effective tax rate and the applicable tax rate of the Group and of
the Company are as follows:Group
Company
2009
2008
2009
2008
%
%
%
%
Applicable tax rate
25.0
26.0
25.0
26.0
4.2
-
5.8
(0.2)
18.0
-
1.5
(0.3)
(1.2)
(0.3)
(0.7)
-
-
-
(2.8)
-
-
-
-
-
Tax effects in respect of:Non-allowable expenses
Non-taxable income
Utilisation of previously unrecognised tax
losses and unabsorbed capital
allowance of subsidiaries
Tax allowance
Reduction in tax rate on first RM 500,000
chargeable income of certain subsidiaries
Movement in deferred tax assets
not recognised
Effect of changes in tax rate on deferred tax
1.8
-
0.1
(Over)/Under provision in prior years
29.8
(1.5)
27.9
(1.2)
43.0
(1.6)
27.2
0.2
Average effective tax rate
28.3
26.7
41.4
27.4
25. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share
The basic earnings per ordinary share for the financial year is calculated by dividing the profit for the
financial year attributable to ordinary equity holders of the Company by the weighted average number of
ordinary shares outstanding during the financial year.
Group
2009
2008
RM’000
RM’000
Consolidated profit for the financial year attributable to ordinary
equity holders of the Company
Weighted average number of ordinary shares outstanding (‘000)
Basic earnings per ordinary share (sen)
18,239
15,174
126,000
126,000
14.48
12.04
Diluted earnings per ordinary share
There is no diluted earnings per ordinary share as the Company does not have any convertible financial
instruments as at balance sheet date.
110
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
26. DIVIDENDS
Group and Company
2009
2008
Gross
Amount of
Gross
Amount of
dividend
dividend
dividend
dividend
per share
net of tax
per share
net of tax
sen
RM’000
sen
RM’000
First and final dividend paid:In respect of financial year ended
31 December 2008
In respect of financial year ended
31 December 2007
2.5
2,362
-
-
-
5.0
4,662
A first and final single tier tax exempt dividend of 3.0 sen per ordinary share, in respect of the financial year
ended 31 December 2009, amounting to RM 4,158,000 has been proposed by the Directors after the
balance sheet date for shareholders’ approval at the forthcoming Annual General Meeting. The financial
statements for the current financial year do not reflect this proposed dividend. This dividend is subject to
approval by shareholders, and if approved, will be accounted for as appropriation of retained earnings in
the financial year ending 31 December 2010.
27. EMPLOYEE BENEFITS
Group
Directors’ emoluments
Salaries, wages, overtime and allowances
Defined contribution plan
Staff commissions
Other employee benefits
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
2,362
22,049
2,875
3,705
3,204
1,374
20,469
2,681
3,519
3,081
2,040
1,135
163
242
1,204
902
131
195
34,195
31,124
3,580
2,432
28. ACQUISITION OF A SUBSIDIARY
During the previous financial year, the Group acquired the following subsidiary:(a)
Acquisition of B-Two Technology Sdn. Bhd. (“B-Two”)
On 25 February 2008, the Company acquired 882,601 ordinary shares of RM 1 each representing
majority equity interest (50% plus 1 share) in B-Two for a total consideration of RM 882,601. B-Two
was dormant as at the date of acquisition and the principal activities of the B-Two were manufacturing
of precision tooling and mould.
(6 9 2 9 5 9 - W)
111
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
28. ACQUISITION OF A SUBSIDIARY (continued)
(a)
Acquisition of B-Two Technology Sdn. Bhd. (“B-Two”) (continued)
The details of net assets acquired and goodwill were as follows:RM’000
Purchase consideration by way of cash
Fair value of net assets acquired
883
883
Goodwill determined
-
The acquisition of B-Two did not have any material financial effect on the Group.
On 28 October 2008, the Company further subscribed for its entitlement of 367,400 ordinary
shares of RM 1 each in B-Two.
The subsidiary was subsequently disposed of to a related party on 30 December 2008 (Note 29 to
the financial statements).
29. DISPOSAL OF A SUBSIDIARY
During the previous financial year, the Group disposed of the following subsidiary:Disposal of B-Two Technology Sdn. Bhd. (“B-Two”)
On 30 December 2008, the Company disposed of its 1,250,001 ordinary shares of RM 1 each in B-Two,
to a related party, representing the entire shareholding by the Company, for a cash consideration of RM
1,388,724.
Details of fair value of the net assets and cash inflow on disposal of the subsidiary were as follows:Group
2008
RM’000
2,694
1,221
176
(1,411)
Net assets disposed
Less: Minority interest
2,680
(1,340)
Net proceeds from disposal
1,340
(1,389)
Gain on disposal
Cash consideration for the disposal
Less: Cash and cash equivalent of subsidiary disposed
Less: Amount receivable from the purchaser
Proceeds from disposal of a subsidiary, net of cash and cash equivalent disposed
(49)
1,389
(176)
(1,250)
(37)
112
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
29. DISPOSAL OF A SUBSIDIARY (continued)
Disposal of B-Two Technology Sdn. Bhd. (“B-Two”) (continued)
Company
2008
RM’000
Cost of investment
Net proceeds from disposal
Gain on disposal
1,250
(1,389)
(139)
30. SEGMENT INFORMATION
(a)
Reporting format
The primary segment reporting format is determined to be business segments as the Group’s risks and
returns are affected predominantly by methods it deliver its products and sales services.
Secondary information is reported geographically.
(b)
Business segments
The Group comprises the following main business segments:(i)
Manufacturing
Manufacturing of gold ornaments and jewellery
(ii)
Retail and distribution
Retailing and distribution of jewellery
(iii)
Others
Investment holding
(c)
Geographical segments
No geographical segment information is presented as the Group’s overseas operations are still
insignificant.
(6 9 2 9 5 9 - W)
113
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
30. SEGMENT INFORMATION (continued)
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other
information by business segment:Manufacturing
RM’000
Retail and
distribution
RM’000
External sales
Inter-segment sales
63,899
115,128
Revenue
2009
Others
RM’000
Elimination
RM’000
Consolidation
RM’000
236,991
4,554
4,692
(124,374)
300,890
-
179,027
241,545
4,692
(124,374)
300,890
9,786
-
20,905
-
319
-
(4,692)
-
26,318
(7,438)
Revenue
Results
Profit before tax
Tax expense
-
-
-
-
18,880
-
259,826
2,257
Assets
Segment assets
Unallocated assets
Total assets
147,902
-
105,810
-
6,114
-
-
-
-
-
262,083
49,337
-
28,626
-
51,358
-
-
129,321
4,050
-
-
-
-
133,371
Liabilities
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information
Capital expenditure
Depreciation
Non-cash expenses other
than depreciation
811
1,302
2,041
3,590
-
-
2,852
4,892
719
1,865
-
-
2,584
114
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
30. SEGMENT INFORMATION (continued)
2008
Manufacturing
RM’000
Retail and
distribution
RM’000
Others
RM’000
Elimination
RM’000
Consolidation
RM’000
75,404
91,264
214,010
3,587
14,506
(109,357)
289,414
-
166,668
217,597
14,506
(109,357)
289,414
7,008
-
17,527
-
11,131
-
(14,506)
-
21,160
(5,653)
-
-
-
15,507
-
239,833
2,491
Revenue
External sales
Inter-segment sales
Revenue
Results
Profit before tax
Tax expense
-
Assets
Segment assets
Unallocated assets
Total assets
136,212
-
100,274
-
3,347
-
-
-
-
-
242,324
31,948
-
24,021
-
70,817
-
-
126,786
2,537
-
-
-
-
129,323
Liabilities
Segment liabilities
Unallocated liabilities
Total liabilities
Other segment information
Capital expenditure
Depreciation
Non-cash expenses other
than depreciation
(6 9 2 9 5 9 - W)
4,349
2,110
4,117
3,443
-
-
8,466
5,553
515
1,524
-
-
2,039
115
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
31. COMMITMENTS
(i)
Rental commitments
The Group had entered into several tenancy agreements for the rental of retail space, office blocks
and staff housing, resulting in future rental commitments which may, subject to certain terms in the
agreements, be revised accordingly or upon its maturity based on prevailing market rates.
The Group has aggregate future commitments as at the balance sheet date as follows:Group
2009
2008
RM’000
RM’000
Not later than one year
Later than one year and not later than five years
10,802
5,215
10,697
7,829
16,017
18,526
Certain lease rentals are subject to contingent rental which are determined based on a percentage
of sales generated from outlets.
(ii)
Capital commitments
Capital expenditure in respect of purchase of property, plant and equipment:Group
2009
2008
RM’000
RM’000
Contracted but not provided for
559
379
32. CONTINGENT LIABILITIES - UNSECURED
Group
Corporate guarantees given to financial
institutions for credit facilities granted to:- subsidiaries
- third party
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
752
1,094
50,495
752
33,864
1,094
752
1,094
51,247
34,958
33. FINANCIAL INSTRUMENTS
(a)
Financial risk management objectives and policies
The Group’s financial risk management objectives are to optimise value creation for its shareholders
whilst minimising the potential adverse impact arising from fluctuations in foreign currency exchange,
gold prices and interest rates and the unpredictability of the financial markets.
116
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
33. FINANCIAL INSTRUMENTS (continued)
(a)
Financial risk management objectives and policies (continued)
The financial risk management is carried out through risk review programmes, internal control systems,
insurance programmes and adherence to the Group’s financial risk management policies. The Group’s
exposure to financial risks and the management of the related exposures are as follows:(i)
Interest rate risk
The Group’s exposure to interest rates related primarily to the Group’s bank borrowings. The
Group does not use derivative financial instruments to hedge its risk.
The Company’s ICP and IMTN of RM 50 million serve as one of the measures to manage its
interest rate risk exposure of its borrowings. The proceeds from ICP and IMTN which were at
fixed interest rate for a specific tenure were used by the Group to minimise the risk of change
in interest rate.
The following table sets out the carrying amounts, the weighted average effective interest rates
(“WAEIR”) as at the balance sheet date and the remaining maturities of the Group’s and the
Company’s financial instruments that are exposed to interest rate risk:-
WAEIR
%
Group
Within 1
year
RM’000
1 - 2 years
RM’000
2 - 3 years
RM’000
3 - 4 years
RM’000
4 - 5 years
RM’000
More than
5 years
Total
RM’000 RM’000
As at
31 December 2009
Fixed rate
Hire-purchase
creditors
ICP
IMTN
Fixed deposits with
licensed banks
Floating rate
Bank overdrafts
Factoring
Gold loans
Term loans
7.31%
5.80%
7.33%
(462)
(30,000)
(10,000)
1.82%
5,431
6.84%
3.93%
7.55%
4.50%
6.86%
(15,198)
(30,090)
(190)
(4,566)
(307)
7.76%
5.16%
7.33%
(429)
(50,000)
-
3.20%
571
6.80%
5.13%
8.20%
7.25%
7.55%
6.86%
(2,687)
(24,859)
(477)
(3,636)
(993)
(337)
(391)
(10,000)
-
(77)
(42)
-
-
(7)
-
(979)
(30,000)
(20,000)
-
-
-
-
-
5,431
-
-
(53)
(56)
-
(15,198)
(30,090)
(190)
(4,566)
(631)
(165)
(50)
(265)
(10,000)
(140)
(10,000)
-
-
-
(836)
(50,000)
(20,000)
-
-
-
-
-
571
-
(134)
(49)
(39)
As at
31 December 2008
Fixed rate
Hire-purchase
creditors
ICP
IMTN
Fixed deposit with
licensed bank
Floating rate
Bank overdrafts
Factoring
Gold loans
Revolving credit
Term loans
(6 9 2 9 5 9 - W)
(315)
(2)
(73)
(2,687)
(24,859)
(477)
(3,636)
(993)
(947)
117
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
(a)
(i)
Interest rate risk (continued)
Company
WAEIR
%
Within 1
year
RM’000
1 - 2 years
RM’000
More than
5 years
Total
RM’000 RM’000
2 - 3 years
RM’000
3 - 4 years
RM’000
4 - 5 years
RM’000
-
-
-
-
(30,000)
(20,000)
-
-
-
-
5,188
(10,000)
-
-
-
(50,000)
(20,000)
-
-
-
-
571
As at
31 December 2009
Fixed rate
ICP
IMTN
Fixed deposits with
licensed bank
5.80%
7.33%
(30,000)
(10,000)
1.81%
5,188
5.16%
7.33%
(50,000)
-
3.20%
571
(10,000)
-
As at
31 December 2008
Fixed rate
ICP
IMTN
Fixed deposit with
licensed bank
(ii)
(10,000)
-
Foreign currency risk
Transactional currency exposures mainly arise from transactions that are denominated in
currencies other than functional currencies of the operating entities.
The Group’s transactional currency exposures mainly arise from substantial purchase of gold
and jewellery from countries outside Malaysia which are invoiced in foreign currencies. The
Group does not use derivative financial instruments to hedge its risk. The Group monitors the
movements in foreign currency exchange rates closely to ensure that its risk to transactional
currency exposures are minimal.
(iii)
Credit risk
Trade and other receivables may give rise to credit risk which requires the loss to be recognised
if a counter party fails to perform as contracted. In order to manage this risk, it is the Group’s
policy to monitor the financial standing of these counter party on an ongoing basis to ensure
that the Group is exposed to minimal credit risk.
The Group has no major concentration of credit risk as at 31 December 2009. The Group’s
past experience in collection of trade receivables falls within the recorded allowances. The
Directors believe that no additional credit risk beyond the amounts provided for doubtful debts
is inherent to the Group’s trade receivables.
In respect of the deposits, cash and bank balances placed with major financial institutions
in Malaysia, the Directors believe that the possibility of non-performance by these financial
institutions is remote on the basis of their financial strength.
The maximum exposures to credit risk are represented by the carrying amounts of the financial
assets in the balance sheets.
118
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
(a)
(iv)
Liquidity and cash flow risk
The Group is actively managing its operating cash flow to ensure that all operating and financing
needs are met. It is the Group’s policy to ensure its ability to service its cash obligations by
maintaining a level of cash and cash equivalents deemed adequate to the Group’s operations.
The Group also maintains flexibility in funding by keeping committed credit lines available.
(v)
Price fluctuation risk
The Group is exposed to the fluctuation of gold price risk arising from purchase of gold from
suppliers. In managing the risk, the Group from time to time enters into gold contracts with the
objective of managing its exposure to price volatility in gold.
There was no purchase contract outstanding as at 31 December 2008 and 2009.
(b)
Fair values
The carrying amount of the financial assets and financial liabilities of the Group and of the Company
as at the balance sheet date approximate their fair values due to the relatively short term maturity of
these financial instruments except for the followings:Group and Company
2009
(i)
IMTN
Carrying
amount
RM’000
Fair
value
RM’000
10,000
10,021
2008
Carrying
Fair
amount
value
RM’000
RM’000
20,000
19,909
Fair value of IMTN is determined using discounted cash flow method using the present interest
rate that is applicable to similar IMTN issued as at balance sheet date.
(ii)
Hire-purchase creditors
Group
2009
Carrying
Fair
amount
value
RM’000
RM’000
Hire-purchase creditors
517
499
2008
The carrying amounts of the non-current hire-purchase creditors approximate their fair values as
the current rates offered to the Group approximate the market rate for the similar borrowings of
the same remaining maturities.
(6 9 2 9 5 9 - W)
119
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
(b)
Fair values (continued)
(iii)
Term loans
2009
The carrying amounts of the non-current term loans approximate their fair values as the current
rates offered to the Group approximate the market rate for the similar borrowings of the same
remaining maturities.
Group
2008
Carrying
Fair
amount
value
RM’000
RM’000
Term loans
610
624
34. RELATED PARTY DISCLOSURES
(a)
Identities of related parties
Parties are considered to be related to the Group if the Group has the ability directly or indirectly to
control the party or exercise significant influence over the party in making financial and operating
decisions, or vice versa, or where the Group and the party are subject to common control or common
significant influence. Related parties may be individual or other entities.
The Company has controlling related party relationship with its direct and indirect subsidiaries and its
ultimate holding company.
The Group also has related party relationships with the following parties:Related parties
Relationships
Ong Tiong Yee & Sons Sdn. Bhd. (“OTY”)
Related by connected person – Ong Kee Liang, the spouse of
Ng Sheau Chyn.
Eugen Schofer Gmbh & Co (“Eugen Schofer”)
A shareholder of a subsidiary, Gemas Precious Metals Industries
Sdn. Bhd..
Unique Avenue Sdn. Bhd. (“UASB”)
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Ng
Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau Yuen.
Tan Sri Datuk Ng Teck Fong is also a substantial shareholder
of UASB.
Best Arcade Sdn. Bhd. (“BASB”)
Related by common Directors and substantial shareholders,
Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng, Ng Yih Chen, Ng
Sheau Chyn and Ng Sheau Yuen.
Teck Fong Property Sdn. Bhd. (“TFP”)
Related by common Directors, Tan Sri Datuk Ng Teck Fong,
Ng Yih Pyng, Ng Yih Chen, Ng Sheau Chyn and Ng Sheau
Yuen.
120
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
34. RELATED PARTY DISCLOSURES (continued)
(a)
Identities of related parties (continued)
Related parties
Relationships
Oasis College Sdn. Bhd. (“Oasis College”)
Related by common Directors, Tan Sri Datuk Ng Teck Fong, Ng
Yih Chen and Ng Sheau Chyn. Tan Sri Datuk Ng Teck Fong is
also a substantial shareholder of Oasis College.
Oasis Properties Sdn. Bhd. (“Oasis”)
Related by common Directors, Tan Sri Datuk Ng Teck Fong
and Ng Sheau Chyn. Tan Sri Datuk Ng Teck Fong is also a
substantial shareholder of Oasis.
Persekutuan Persatuan-Persatuan
Hakka Malaysia (“Persatuan Hakka”)
Related by the Director, Tan Sri Datuk Ng Teck Fong who is the
President of Persatuan Hakka. (Resigned on 3 August 2009)
Ng Teck Fong Holdings Sdn. Bhd. (“NTFH”)
Related by common Directors and substantial shareholders,
Tan Sri Datuk Ng Teck Fong, Ng Yih Pyng, Ng Yih Chen, Ng
Sheau Chyn and Ng Sheau Yuen.
DMT Seiko Sdn. Bhd. (“DMT”)
Related by common Directors of former subsidiary, Chang Kok
Veng and Liew Siau Moy. Chang Kok Veng is also a major
shareholder of DMT.
U Two Technology Sdn. Bhd. (“U2”)
Related by common Directors of former subsidiary, Chang Kok
Veng and Liew Siau Moy. Chang Kok Veng is also a major
shareholder of U2.
C. S. Tang & Co. (“CS Tang”)
Related by the Director, M Chareon Sae Tang @ Tan Whye Aun
who is the partner of CS Tang.
Permata Sagu Sdn. Bhd. (“Permata Sagu”)
Related by the common Directors and substantial shareholders,
Tan Sri Datuk Ng Teck Fong, Ng Sheau Yuen, Ng Yih Chen
and Ng Sheau Chyn.
B-Two Technology Sdn. Bhd. (“B-Two”)
Related by common Directors, Tan Sri Datuk Ng Teck Fong and
Ng Sheau Chyn.
(6 9 2 9 5 9 - W)
121
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
(b)
Significant related party transactions
In addition to the transactions detailed elsewhere in the financial statements, the Group had the
following transactions with related parties during the financial year.
Group
2009
2008
RM’000
RM’000
Sales of goods to:- OTY
- Eugen Schofer
180
919
36
1,672
Purchase of goods from:- DMT
- Eugen Schofer
- B-Two
183
3
54
230
-
Office rental paid to:- UASB
- BASB
- TFP
- Oasis
- Persatuan Hakka
- Permata Sagu
22
306
290
48
11
2
39
264
257
36
20
-
Office rental received from:- Oasis College
- B-Two
34
36
Fees paid to:- CS Tang
17
Staff training paid to:- Oasis College
14
60
-
11
-
Purchase of property, plant and equipment from:- DMT
- U2
-
727
1,219
Disposal of investment properties to UASB
-
1,910
Disposal of a subsidiary, B-Two to NTFH
-
1,389
The related party transactions described above were carried out on negotiated commercial terms.
122
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
(c)
Compensation of key management personnel
The remuneration of Directors during the financial year are as follows:Group
Short term employee benefits
Contribution to defined
contribution plans
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
2,183
1,272
1,896
1,121
179
102
144
83
2,362
1,374
2,040
1,204
The estimated monetary value of benefit-in-kind received by the Directors from the Group amounted
to RM 95,500 (2008: RM 95,500).
(d)
Inter-company transactions
Company
2009
2008
RM’000
RM’000
Dividend income received from subsidiaries
4,692
14,506
35. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
Acquisition of additional interest in an existing subsidiary
On 15 July 2009, the Company entered into a Sale and Purchase Agreement for the acquisition of the
remaining 49% equity interest in Wealthy Concept Limited (“WC”) representing 3,430,000 ordinary shares
of HKD 1 each, of which 848,610 ordinary shares of HKD 1 each has been fully paid and 2,581,390
ordinary shares of HKD 1 each has been issued but not paid, for a cash consideration of RM 795,596
(HKD 1,726,729). As at 31 December 2009, the said 2,581,390 ordinary shares have been fully paid
up by the Group.
36. SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE
On 13 January 2010, the Company announced a proposed private placement of up to 10% of the issued
and paid up share capital of the Company.
The Company had obtained the approval of the Company’s shareholders at the Company’s Annual General
Meeting held on 27 May 2009 pursuant to Section 132D of the Companies Act, 1965, that empowered
the Board to allot and issue new shares from time to time and upon such terms and conditions and for such
purpose as the Board deem fit provided the aggregate number of the shares to be issued shall not exceed
ten percent (10%) of the issued and paid up share capital of the Company.
The proposed private placement was approved in principle by Bursa Malaysia vide its letter dated 26
January 2010.
(6 9 2 9 5 9 - W)
123
NOTES TO THE
FINANCIAL
STATEMENTS
31 DECEMBER
2009
(CON’T)
36. SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE (continued)
On 10 February 2010, the Board fixed the issue price for the placement of 12,600,000 new ordinary
shares of RM 0.50 each in the Company at RM 0.50 per share. The said shares were fully allotted on
23 February 2010. The newly issued shares rank pari passu in all respects with the existing shares of the
Company.
The said shares were listed on Main Market of Bursa Malaysia on 1 March 2010.
37. COMPARATIVE FIGURES
The following comparative figures have been reclassified to be consistent with current year’s presentation:Group
As previously
As
reported
restated
RM’000
RM’000
Company
As previously
As
reported
restated
RM’000
RM’000
Balance sheets
Trade receivables
Other receivables, deposits and
prepayments
Amounts owing by subsidiaries
Trade payables
Other payables, deposits and accruals
Amounts owing to subsidiaries
8,140
-
-
-
18,943
22,339
1,348
121,958
800
5,019
-
123,306
5,819
841
-
-
-
690
-
141
-
-
141
-
(374)
-
(7,271)
-
(374)
28
-
8
(7,738)
10,803
15,925
6,414
-
Cash flow statements
Cash flows from operating activities
Decrease in trade receivables
Decrease in other receivables,
deposits and prepayments
Decrease in trade and
other receivables
Decrease in trade payables
Decrease in other payables,
deposits and accruals
Decrease in trade and
other payables
Cash flows from investing activities
Interest received
Net advances to subsidiaries
Cash flows from financing activities
Interest received
Net advances to subsidiaries
(6,400)
(871)
-
-
1,531
-
-
28
-
-
8
(7,738)
-
124
LIST OF
PROPERTIES
AS AT 31
DECEMBER
2009
Net Book/
Property Address
Property Description
No. 4, Jalan 2/131A,
Existing
Market
Built Up/
Use
Value
Land Area
Status
Age
Date
757,238
174 sq mt
Freehold
27 years
17-Mar-04
395,984
174 sq mt
Freehold
27 years
22-May-95
553,225
174 sq mt
Freehold
27 years
16-Dec-03
711,000
153 sq mt
Freehold
27 years
11-Jun-90
490,400
153 sq mt
Freehold
27 years
26-Sep-02
682,117
153 sq mt
Freehold
27 years
28-Feb-07
324,000
248 sq ft
Freehold
1 year
25-Jun-01
523,111
529 sq ft
Freehold
21 years
14-May-01
Lot. No. 30515, Geran 18847,
Project Jaya Industrial Estate,
Mukim of Petaling,
Industrial
Batu 6, Jalan Kelang Lama,
District of Kuala Lumpur,
Building
58200 Kuala Lumpur.
State of Wilayah Persekutuan.
No. 14, Jalan 2/131A,
Lot No. 30520, Geran 18852,
Mukim of Petaling,
Industrial
Building
58200 Kuala Lumpur.
No. 8, Jalan 2/131A,
Lot No. 30517, Geran 18849,
Mukim of Petaling,
Industrial
Building
58200 Kuala Lumpur.
No. 15, Jalan 2/131A,
Lot No. 30543, Geran 1541,
Mukim of Petaling,
Industrial
Building
58200 Kuala Lumpur.
No. 27, Jalan 2/131A,
Lot No. 30549, Geran 1547,
Projcet Jaya Industrial Estate,
Mukim of Petaling,
Industrial
Building
58200 Kuala Lumpur.
No. 23, Jalan 2/131A,
Lot No. 30547, Geran 1545,
Mukim of Petaling,
Industrial
Building
58200 Kuala Lumpur.
RK1.20,RK1.21,RK1.22,RK1.23
3 Blocks of 33 storey
Rhythm Avenue Axis,
condotel/serviced apartments
Persiaran Kewajipan,USJ 19,
3 1/2 levels of basement
47620 Subang Jaya,
Car Park Area
Selangor Darul Ehsan.
3 Levels of Retail Units
Parcel No.G23, Ground Floor,
Lot No. 14193, Geran 55365,
Subang Parade,
Mukim of Subang Jaya,
No. 5, Jalan SS 16/1,
District of Petaling,
47500 Subang Jaya,
Selangor.
Selangor Darul Ehsan.
Purchase
(6 9 2 9 5 9 - W)
Commercial
Complex
A Stratified
Retail Lot
125
SHAREHOLDINGS
ANALYSIS
AS AT 31
MARCH 2010
ANALYSIS OF SHAREHOLDINGS
Authorised Share Capital
: RM100,000,000
Issued & Fully Paid up Capital
: RM 69,300,000
Class of Shares
: Ordinary shares of RM 0.50
Voting Rights
: One (1) vote per ordinary share
Size of Shareholdings
No. of
Shareholders
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
%
20
1.07
No. of Shares
%
677
0.00
227
12.10
191,297
0.14
1,148
61.19
5,998,600
4.33
425
22.65
14,168,059
10.22
47
2.51
13,789,866
9.95
9
0.48
104,451,501
75.36
1,876
100.00
138,600,000
100.00
100,001 to 1,000,000
1,000,000 and above issued shares
SUBSTANTIAL SHAREHOLDERS
Name
No. of Shares
%
Teck Fong Corporation Sdn. Bhd.
63,032,177
45.48
Beneficiary: Pledged Securities Account for Ng Teck Fong
13,832,658
9.98
Lembaga Tabung Amanah Warisan Negeri Terengganu
10,000,000
7.22
Kenanga Nominees (Tempatan) Sdn. Bhd.
DIRECTORS’ SHAREHOLDINGS
Name
Direct
%
Indirect
13,865,458
10.00
69,167,441*
2,000,000
1.44
-
%
49.90
-
Ng Yih Pyng
581,239
0.42
63,065,177**
45.50
Ng Yih Chen
100,000
0.07
63,065,177**
45.50
Ng Sheau Chyn
548,700
0.40
-
-
Ng Sheau Yuen
100,000
0.07
-
-
Choong Chow Mooi
100,000
0.07
-
-
*
Deemed interested by virtue of his shareholdings in Teck Fong Corporation Sdn. Bhd., Ng Teck Fong
Holdings Sdn. Bhd., Tropical Bliss Sdn. Bhd. and his wife Puan Sri Datin Gan Sao Wah’s shareholding
pursuant to Section 134 of the Act.
**
Deemed interested by virtue of his shareholdings in Teck Fong Corporation Sdn. Bhd. and Ng Teck Fong
Holdings Sdn. Bhd. pursuant to Section 134 of the Act.
126
SHAREHOLDINGS
ANALYSIS
AS AT 31
MARCH 2010
(CON’T)
THIRTY (30) LARGEST SHAREHOLDERS
Name
No. of Shares
%
1.
Teck Fong Corporation Sdn. Bhd.
63,032,177
45.48
2.
Kenanga Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Ng Teck Fong
13,832,658
9.98
3.
Lembaga Tabung Amanah Warisan Negeri Terengganu
10,000,000
7.22
4.
Wong Wai Peng
6,300,000
4.55
5.
Tropical Bliss Sdn. Bhd.
3,585,964
2.59
6.
Koperasi Permodalan Felda
3,000,000
2.16
7.
Nonadiah Binti Abdullah
2,000,000
1.44
8.
Tropical Bliss Sdn. Bhd.
1,525,400
1.10
9.
Choong Yee Kong
1,175,302
0.85
10. Gan Sao Wah @ Gan Sao Eng
990,900
0.71
11. Teo Chiang Hong
989,000
0.71
12. Chin Lai Ying
856,600
0.62
13. Dato’ Teo Soo Cheng
775,000
0.56
14. Goh Phaik Lynn
643,700
0.46
15. HLG Nominee (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Seh Choi Hoo
590,000
0.43
16. Chen Yen Ling
531,200
0.38
521,239
0.38
18. Ng Sheau Chyn
448,700
0.32
19. Choong Siew Mooi
412,007
0.30
20. Yan Cheok Wing
361,000
0.26
21. Ambank (M) Berhad
Beneficiary: Pledged Securities Account for Mohd Karim Bin Abdullah Omar
321,000
0.23
22. Choong Kwei Mooi
312,007
0.23
17. Kenanga Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Ng Yih Pyng
23. Mayban Securities Nominees (Tempatan) Sdn. Bhd.
Beneficiary: UOB Kay Hian Pte Ltd for Choong Yock Mooi
312,007
0.23
24. Choong Yee Vooi
312,006
0.23
25. Gerald John Richards
274,000
0.20
26. Mercsec Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Chu Law Jin @ Chew Hwa Song
270,000
0.19
27. Public Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledged Securities Account for Chew Pat Chai
244,300
0.18
28. Cimsec Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledge Securities Account for Tan See Huat
223,000
0.16
29. HLB Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledge Securities Account for Wong Nga Siu
222,000
0.16
30. AMSEC Nominees (Tempatan) Sdn. Bhd.
Beneficiary: Pledge Securities Account for Tham Ah Ngan
220,000
0.16
114,281,167
82.47
(6 9 2 9 5 9 - W)
127
NOTICE OF
ANNUAL
GENERAL
MEETING
NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of the Company will be held at the Dillenia
& Eugenia, Ground Floor, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur
on Tuesday, 18 May 2010 at 10.30 a.m. for the following purposes:-
1
To receive and adopt the Directors’ Report and the Audited Financial Statements for the
financial year ended 31 December 2009 together with the Auditors’ Report thereon.
2
To declare a First and Final Single Tier Tax Exempt Dividend of 3.0 sen per ordinary
share for the financial year ended 31 December 2009.
3
Resolution 2
To approve the payment of Directors’ Fees amounting to RM 264,000 in respect of the
financial year ended 31 December 2009.
4
Resolution 1
Resolution 3
To re-elect the following Directors retiring in accordance with Article 84 of the Articles
of Association of the Company:(i)
5
Mr Ng Yih Pyng
Resolution 4
(ii) Mr Ng Yih Chen
Resolution 5
(iii) Mr Lau Tiang Hua
Resolution 6
To re-appoint following Directors retiring in accordance with Section 129(2) of the
Companies Act, 1965:(i)
(ii) Mr M Chareon Sae Tang @ Tan Whye Aun
6
Resolution 7
Resolution 8
To re-appoint BDO as Auditors of the Company for the ensuing year and to authorise
the Directors to fix their remuneration.
Resolution 9
128
NOTICE OF
ANNUAL
GENERAL
MEETING
(CON’T)
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolution:Ordinary Resolution
7
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the
approvals of the relevant governmental and/or regulatory authorities, the Directors be
and are hereby empowered to issue shares in the Company at any time and upon such
terms and conditions, for such purposes as the Directors may, in their absolute discretion
deem fit, provided that the aggregate number of shares issued in any one financial year
of the Company does not exceed ten per centum (10%) of the issued share capital of the
Company for the time being and that the Directors be and are hereby also empowered
to obtain 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.”
8
Resolution 10
To transact any other ordinary business of which due notice shall have been received.
BY ORDER OF THE BOARD
TAN ENK PURN (MAICSA 7045521)
TEOH KOK JONG (LS 04719)
Company Secretaries
Kuala Lumpur
Date: 23 April 2010
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the Fifth Annual General
Meeting, the First and Final Single Tier Tax Exempt Dividend of 3.0 sen per ordinary share in respect of the
financial year ended 31 December 2009 shall be paid on 4 June 2010 to the shareholders registered in the
Record of Depositors at the close of business on 21 May 2010.
A Depositor shall qualify for the entitlement to the dividend only in respect of:a)
Shares transferred into the Depositor’s Securities Account before 5.00 p.m. on 21 May 2010 in respect of
ordinary transfers; and
b)
Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis accordingly to the Rules
of Bursa Malaysia Securities Berhad.
(6 9 2 9 5 9 - W)
129
NOTICE OF
ANNUAL
GENERAL
MEETING
(CON’T)
Notes:
1.
A proxy may but need not be a member of the Company and the provisions of Section 149(1)(a), (b), (c)
and (d) of the Act shall not apply to the Company.
2.
To be valid this form duly completed must be deposited at the Registered Office of the Company at Level
18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia,
not less than forty-eight (48) hours before the time for holding the meeting or any adjournment thereof.
3.
A Member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meetings.
4.
Where a Member appoints more than one (1) proxy the appointment shall be invalid unless he specifies
the proportions of his holdings to be represented by each proxy.
5.
If the appointer is a corporation, this form must be executed under its Common Seal or under the hand of
its attorney.
6.
Where a member is an authorised nominee as defined under the Central Depositories Act, it may appoint
more than one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company
standing to the credit of the said Securities Account.
EXPLANATORY NOTE ON ORDINARY BUSINESS
Resolution 3
It is proposed that the fee for each of the Non-executive Directors of the Company be increased from
RM 30,000 per annum to RM 36,000 per annum. The proposed increased in fee for Non-executive Directors is
for the purpose of attaining closer parity after comparing the Company’s practice against market benchmarks and
considering their increased responsibilities and accountability in respect of corporate governance.
EXPLANATORY NOTE ON SPECIAL BUSINESS
Resolution 10
The proposed Resolution 10, is a renewal of the previous years mandate and if passed, is to empower the
Directors to issue and allot shares at any time to such persons in their absolute discretion without convening a
general meeting provided that the aggregate number of shares issued does not exceed 10% of the issued share
capital of the Company for the time being.
The previous mandate was utilized as follows:On 23 February 2010, the Company allotted 12,600,000 ordinary shares of RM 0.50 each via a private
placement. The proceeds raised from the private placement which amounts to RM 6,300,000.00 were utilized
fully for working capital purposes.
The renewal of this mandate would empower the Company to raise funds for working capital purposes in the
near future.
130
STATEMENT
ACCOMPANYING
NOTICE
OF ANNUAL
GENERAL
MEETING
Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad
1.
DIRECTORS WHO ARE STANDING FOR RE-ELECTION AT THE FIFTH ANNUAL
GENERAL MEETING
Pursuant to Article 84 of the Articles of Association of the Company:i)
ii)
iii)
MR NG YIH PYNG
MR NG YIH CHEN
MR LAU TIANG HUA
Pursuant to Section 129(2) of the Companies Act, 1965:i)
ii)
MR M CHAREON SAE TANG @ TAN WHYE AUN
The profiles of the above Directors are set out in pages 14 to 16.
2.
THE DETAILS OF ATTENDANCE OF THE DIRECTORS AT BOARD MEETINGS
The details of attendance of each Director at the Board Meetings for the financial year ended 31 December
2009 (a total of 5 were held for the financial year).
DIRECTORS
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
ix)
x)
DATIN NONADIAH BINTI ABDULLAH
RAJA DATO’ SERI AMAN BIN RAJA HAJI AHMAD
MR NG YIH PYNG
MR M CHAREON SAE TANG @ TAN WHYE AUN
MR LAU TIANG HUA
MR NG YIH CHEN
MS NG SHEAU CHYN
MS NG SHEAU YUEN
MS CHOONG CHOW MOOI
ATTENDANCE
5/5
5/5
4/5
5/5
5/5
5/5
5/5
4/5
5/5
5/5
The profiles of the above Directors are set out in the section entitled “Profile of the Board of Directors” on
pages 14 to 16. Their respective shareholding in the Company are set out in the section entitled “Directors’
Shareholding” on page 125.
(6 9 2 9 5 9 - W)
131
STATEMENT
ACCOMPANYING
NOTICE
OF ANNUAL
GENERAL
MEETING
3.
(CON”T)
THE DATE, TIME AND VENUE OF THE BOARD MEETINGS
The date, time and venue of the Board Meetings are as follows:DATE
26th February 2009
9th April 2009
27th May 2009
20th August 2009
18th November 2009
TIME
2.30 p.m.
10.30 a.m.
12.00 p.m.
11.30 a.m.
2.00 p.m.
VENUE
Menara Uni.Asia
Menara Uni.Asia
Sime Darby Convention Centre
Menara Uni.Asia
Menara Uni.Asia
Note:
4.
MENARA UNI.ASIA:
The Boardroom, 12th Floor, Menara Uni.Asia,
1008 Jalan Sultan Ismail, 50250 Kuala Lumpur.
SIME DARBY CONVENTION CENTRE:
Ficus, Ground Floor, Sime Darby Convention Centre,
No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur.
VENUE, DATE AND TIME OF THE FIFTH ANNUAL GENERAL MEETING
VENUE:
Dillenia & Eugenia, Ground Floor,
Sime Darby Convention Centre,
No. 1A, Jalan Bukit Kiara 1,
60000 Kuala Lumpur.
DATE:
18th May 2010
TIME:
10.30 a.m.
This page intentionally left blank
PROXY FORM
T O M EI CON S O LI D A T ED B ER HA D
(6 9 2 9 5 9 - W )
I/We _______________________________________________________________________________________
(BLOCK LETTERS)
of___________________________________________________________________________________________
being a member/members of TOMEI CONSOLIDATED BERHAD hereby appoint _________________________
_______________________________ (I/C No.:_____________________ ) of ___________________________
____________________________________________________________________________________________
or failing whom__________________________________________________ of____________________________
____________________________________________________________________________________________
as my/our proxy to vote for me/us and on my/our behalf at the Fifth Annual General Meeting of the Company to be
held at the Dillenia & Eugenia, Ground Floor, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000
Kuala Lumpur on Tuesday, 18 May 2010 at 10.30 a.m. and at every adjournment thereof, as indicated below:No.
Ordinary Resolutions
1.
Adoption of Audited Financial Statements and Reports
2.
Declaration of First and Final Single Tier Tax Exempt Dividend
3.
Approval for the payment of Directors’ fees
4.
Re-election of Mr Ng Yih Pyng as Director
5.
Re-election of Mr Ng Yih Chen as Director
6.
Re-election of Mr Lau Tiang Hua as Director
7.
Re-appointment of Tan Sri Datuk Ng Teck Fong as Director
8.
Re-appointment of Mr M Chareon Sae Tang @ Tan Whye Aun as Director
9.
Re-appointment of Auditors, BDO
For
Against
Special Business
10.
Ordinary Resolution 1
Authority to Allot and Issue Shares
Please indicate with a ( ) in the appropriate box against the resolution how you wish your vote to be cast. If no specific direction as to voting is
given, the proxy will vote or abstain at his discretion.
Notes:
1.
A proxy may but need not be a member of the Company and the provisions of Section
149(1)(a), (b), (c) and (d) of the Act shall not apply to the Company.
2.
To be valid this form duly completed must be deposited at the Registered Office of the
Company at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra,
59200 Kuala Lumpur, Malaysia, not less than forty-eight (48) hours before the time for
holding the meeting or any adjournment thereof.
3.
A Member shall be entitled to appoint more than one (1) proxy to attend and vote at the
same meetings.
4.
Where a Member appoints more than one (1) proxy the appointment shall be invalid unless
he specifies the proportions of his holdings to be represented by each proxy.
5.
If the appointer is a corporation, this form must be executed under its Common Seal or
under the hand of its attorney.
6.
Where a member is an authorised nominee as defined under the Central Depositories Act,
it may appoint more than one (1) proxy in respect of each Securities Account it holds with
ordinary shares of the Company standing to the credit of the said Securities Account.
No. of Shares
CDS Account No.
Signature/Seal of the Shareholder
Date
Fold this flap for sealing
fold here
AFFIX
STAMP
THE COMPANY SECRETARY
TOMEI CONSOLIDATED BERHAD (692959-W)
LEVEL 18, THE GARDENS NORTH TOWER
MID VALLEY CITY, LINGKARAN SYED PUTRA
59200 KUALA LUMPUR
fold here

TOMEI-AnnualReport2009

Transcription

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