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J AYA
J U S C O
S T O R E S
B H D
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Cover Rationale
THE BEAUTY OF NETWORKS
A leaf exemplifies the genius of a tree. Magnified, you see a network of veins, that, though
intricate, make perfect sense and beauty. Here is the strength and sustenance of the plant, the
veins channelling commodities from the leaves to the heart, and also supplying vital nutrients
from roots and stem to the leaf cells.
Just like a healthy tree, the JUSCO network has grown over the years to include stores
all over Malaysia. Together, all the stores support each other, enhancing and strengthening
the image of JUSCO, making us a force to be reckoned with in the world of retail. In the
following years, we promise JUSCO will continue to grow with you, the nation, just as we
have in the past.
Our customer service, being one of our pillars
of excellence, contributes to JUSCO’s
success. We are dedicated to serving our
customers with the very best, giving them
every reason to enjoy shopping at JUSCO.
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Ta b l e o f C o n t e n t s
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WITH ALL OUR HEARTS (WAOH)
AEON’S CORPORATE COMMITMENT
SPREADING OUR WINGS: OUR NEW STORES
EXPANDING THE FRONTIERS OF OUR BUSINESS
J CARD: EXCLUSIVE REWARDS FOR CUSTOMERS
JUSCO - OUM RETAIL CENTER AND HUMAN RESOURCE
DEVELOPMENT ACTIVITIES
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Introduction
Corporate Information
JAYA JUSCO Stores Bhd Share Price
Five Years Financial Highlights
Board of Directors
Directors’ Profiles
Senior Management
Chairman’s Statement
Review of Operations
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CORPORATE GOVERNANCE
Statement of Corporate Governance
Terms of Reference of Audit Committee
The Audit Committee
Statement of Internal Control
Other Information
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FINANCIAL STATEMENTS
Directors’ Report
Balance Sheet
Income Statement
Statement of Changes in Equity
Cash Flow Statement
Notes to the Financial Statements
Statement by Directors
Statutory Declaration
Report of the Auditors
OTHERS
Analysis of Shareholdings
List of 30 Largest Shareholders
Particulars of Properties
JAYA JUSCO Stores Bhd Directory
Milestones
Notice of Annual General Meeting
Notice of Dividend Payment
Statement Accompanying
Notice of Annual General Meeting
Proxy Form
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W I T H A L L O U R H E A RT S ( WA O H )
JUSCO Corporate Citizenship:
A year of heart-warming charity events
Since the inception of the With All Our Hearts (WAOH) Charity Fund in 2001, the staff at Jaya Jusco Stores Bhd. have
worked wholeheartedly to make a difference in Malaysian society through the fund. With a mission to benefit deserving
Malaysian children and youth, various fund-raising activities and events have been implemented through the years,
notably with the support of our WAOH Ambassador, Siti Nurhaliza.
WAOH Charity Fund Drive at our new JUSCO Permas Jaya Store was
launched by Y.A.M Sofiah Zarith Binti Almarhum Sultan Idris Shah. The
event was also graced by the presence of WAOH Ambassador Siti
Nurhaliza who made a short speech and sang a couple of her latest songs,
much to the delight of the invited guests and shoppers. From 29 May to
20 July 2003, JUSCO hosted a wide variety of events, aimed at raising as
much funds as possible.
One of these was a record-breaking event – Jaya Jusco Stores Bhd. made
an entry in the Malaysian Book of Records with the Biggest Sushi. The
new record for Biggest Sushi is now 1.5 metres wide, 17 centimetres tall
and 2.1 metres long.
top, from left: Cheque presentation to the Johor Spastic
Children’s Association by Cik Siti Nurhaliza, Ambassador
of WAOH Charity Fund.
Y.A.M Sofiah Zarith Binti Almarhum Sultan Idris Shah
dropping in a donation officiating the launch of WAOH
Charity Fund at Permas Jaya.
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Among the Charity Fund Drive activities was an Inter School Football
Tournament held for children under 11 years old. This was in collaboration
with MSSKL. 24 schools competed in this tournament on 28 June 2003.
The school champion was the team from Sekolah Kebangsaan AU
Keramat. A Children’s Jogathon was also held, where joggers ran for the
health of their hearts, and also the benefit of the WAOH Charity Fund.
This event took place at our stores in Melaka, Ipoh and Johor Bahru.
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left: JUSCO’s Managing Director, Mr. Soichi Okazaki and
Cik Siti Nurhaliza presenting a cheque of RM100,000.00
to Hospital Universiti Kebangsaan Malaysia (HUKM).
below: Cik Siti Nurhaliza spends a few moments with the
Thalassaemic patients.
An English Motivation Camp that involved more direct communication
with children was organised with the support of the Ministry of
Education Malaysia in the year under review. The 3-day camp was held
at the Seri Dinar Training Retreat in Janda Baik, Genting Highlands and
children were taught and encouraged to use the English Language. 70
children from different schools in Selangor happily participated in this
event.
In collaboration with Hospital Pantai Indah (HPI), nurses conducted
basic health screenings for JUSCO shoppers. Held at JUSCO Taman
Maluri on 31 May and 1 June 2003, personnel from the hospital also
provided free advice on healthy living and general health information.
Donations were collected on the premises from our grateful and
full-heartedly supportive customers. A cheque amounting to RM2,000
collected from this event was presented to the WAOH Charity Fund
representatives.
The success of these projects was possible not just because of the effort of
all JUSCO staff, but also the result of our customer’s civic consciousness
and support towards the WAOH Charity Fund.
The WAOH Charity Fund was put to use in one notable heart-warming
and rewarding project this year. The Thalassaemia Centre in Hospital
Universiti Kebangsaan Malaysia (HUKM) urgently required renovations
and improvements to the current facilities. In close co-operation with
HUKM, the donated fund was used to provide air-conditioning,
wallpaper, carpeting, a television, and to create a Cyber Corner and a
Parent’s Corner. Some toys were also donated. In total, RM100,000 was
donated to this worthy cause. The launch of the newly renovated center
on 10 December 2003 was a memorable event, with WAOH Ambassador
Siti Nurhaliza making a celebrity appearance.
Jaya Jusco Stores Bhd. pledges to continue serving the
communities in which the company has operations.
The Company as a responsible corporate citizen looks
forward to many more years of contributing and
donating to the needs of deserving Malaysian children
and youth together wtih our caring customers and
business partners.
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ÆON’S Corporate Commitment
On 7 December 2003, 3000
seedlings and saplings were planted
in the vicinity of the Permas Jaya
store in a Tree Planting exercise.
On 21 August 2001, JUSCO Co. Ltd., (Japan United
Stores Company) changed its name to ÆON Co. Ltd.
and announced its aim to become one of the top 10
global retailers, in the next decade.
ÆON's vision for the future is summed up in the phrase
'glocal retailer.' ÆON had coined the word 'glocal' from
'global' and 'local'.
‘Glocal’ is ÆON's term for - "Global management standards
supporting the best local operations to meet consumer
needs in the local markets."
MORE ABOUT AEON’S CORPORATE
COMMITMENT
‘ÆON’: A Future Of Limitless Promise.
The word ‘aeon’ has its origins in a Latin root meaning
‘eternity’. For us here at ÆON, the word is imbued with
a deep sense of purpose. As we renew our corporate
identity for the 21st century, we define our mission as
“creating a future of limitless promise.”
At ÆON, we are concerned with life
as a whole.
The word ‘life’ stands both for the essential quality
common to all living things and for an individual’s way of
living. It suggests both environmental stewardship and
economic growth, spiritual fulfillment and material
affluence. And indeed, these facets of ‘life’ are not
separate, but should be integral parts of a whole. A
member of the retail industry, we at ÆON are concerned
with the daily life of each one of our customers, and by
this we mean ‘life’ in the fullest possible sense. To enhance
people’s lives as only ÆON can: that is our raison d’étre.
At ÆON, our approach is open and
dynamic.
To achieve our mission, we must be in touch with peoples’
aspirations. This means not only being constantly
attuned to our customers’ wishes, but also being guided
by our own innermost values. Approaching every
occasion with open minds and hearts, we must do our
utmost to create a future of limitless promise from the
materials of everyday life.
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Whenever a new shopping center is opened in Japan or
in Southeast Asia, the ÆON Group makes every effort to
plant trees native to that locale as part of the facility. By
having the customers plant trees together with
us, we conceived this as a means of raising people’s
awareness of environmental problems.
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The Tree Planting
Ceremony for JUSCO
Metro Prima took
place on 10 January,
2004.
As we enter a new era, we at ÆON reaffirm our basic
principles.
The starting point of our philosophy is the customer. At
ÆON, our eternal mission as a corporate group is to
benefit our customers, and our operations are thus
customer-focused to the highest degree.
Our FIRST basic principle is dedication to peace: ÆON
is a corporate group whose operations are dedicated to the
pursuit of peace through prosperity.
• We aim to contribute in every
Peace
possible way to health, safety
and peace of mind in daily living.
Our
• As a good corporate citizen,
Customers
we undertake many
philanthropic activities.
People
Community
Our SECOND basic principle is dedication to people:
ÆON is a corporate group that respects human dignity
and values personal relationship.
• We believe in the value of each individual’s free spirit
and vitality.
• Our employees accept one another as equals committed
to shared ideals.
Our THIRD basic principle is dedication to community:
ÆON is a corporate group rooted in local community life
and dedicated to making a continuing contribution to
the community.
• We encourage our relationships with local communities
to evolve into ongoing partnerships so that, together, we
can create a future of limitless promise.
• We aim to become the local community’s most trusted
partner in the effort to create amenities for better living.
On 21 August 2001, we at ÆON renewed our corporate
identity. We are sure that our customers, seeing the
energy that we ourselves bring to our work, will understand and appreciate the philosophy of the new ÆON.
ÆON’S Corporate Commitment leads the way.
Tuan Hj Salleh Yusup (Deputy Director General of Services of
DBKL) doing his part for the environment.
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Spreading Our Wings: Our New Stores
JUSCO Permas Jaya in Johor Bahru officially opened its doors in January 2004.
Providing the convenience of everything
under one roof
JUSCO expands further this year with the opening of
two magnificent new stores – JUSCO Permas Jaya, Johor
Bahru and JUSCO Metro Prima, Kepong. These new
stores are exemplary of the JUSCO philosophy to
shopping. With luxurious high ceilings, spacious
walkways, ample parking bays and thoughtful additions
like baby rooms, getting what you need becomes a
pleasure to look forward to.
At these stores, you will find a wide and assorted mix
of tenants, chosen to complement your shopping
experience. We have selected only the most popular and
well-known brand names, including branded and luxury
cosmetics, digital equipment and a complete supermarket.
Additionally, JUSCO Home Centre and its synergistic
new tenant ENEOS Car Centre started operations in
October 2003. While our household sections are well
stocked with your everyday requirements, JUSCO Home
Centre in 1 Utama shopping center is a complete,
one-stop center for everything do-it-yourself, including
garden accessories & plants, flooring, house paint,
fixtures & fittings and even a barbeque section. ENEOS
Car Centre, located just below JUSCO Home Centre, is
every auto enthusiast’s dream store. The car centre
includes a vehicle showroom, complete workshop and
accessories section.
With this, JUSCO has become much more than just a
departmental store cum supermarket. Truly, everything
a customer would need is all under one roof, in a cosy,
comfortable shopping environment. Looking at these
stores, it’s accurate to say that we have drawn the
shopping haven blueprints and built-to-measure
shopping destinations with our customers and their
families in mind.
JUSCO Metro Prima, Kepong was officially opened in February 2004.
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Expanding The Frontiers
of Our Business
left: A ride on the Smart Train will take children
around JJ Bear’s forest to meet his many friends.
above: Children having a ball of a time in the
‘swimming pool’ and a view of the games machines.
Smart Wonder World
Smart Wonder World at JUSCO Taman Maluri was
launched on 6 August 2003. This one-of-a-kind amusement
center for the family boasts three distinct sections: the
Game Area, the Playground and the Show & Tell Stage.
Images of JJ Bear, the JUSCO mascot, and his animal
friends cavorting before a cheery forest backdrop
introduces the forest theme here. In the Playground,
children are endlessly entertained with slides, see-saws,
push cars and a playhouse filled with toys and games to
stimulate young minds. There is also an activity area
with tunnels, crawlspaces and a pool filled with
multi-coloured balls to “swim” in.
The Games Area is a virtual wonderland to while the
day away. Filled with colourful lights and fun characters,
it is suitable for all ages. The highlight of this section is
a fun train ride with JJ Bear and his friends. Children
can also choose from dozens of different machines with
games that encourage the development of motor skills
and reflexes. The Show & Tell Stage is an area set aside
for creative and fun activities. JUSCO will plan exciting
activities and promotions for kids like egg painting, fun
games, face-painting sessions and story-telling sessions.
and do-it-yourself items, and a panel of consultants who
provide advice on home improvements, maintenance
and repairs.
JUSCO Home Centre proudly features a Gardening Corner,
a calm refuge in the middle of a shopping center. Of
interest to customers who don’t have the time or space
for a full-sized garden bed are the hydroponically
cultured plants. The Gardening Center offers a variety of
small plants in hydroponic gel. Shoppers can select their
own plant and container and a sachet of the gel,
available in a variety of colours. Besides potted plants
and various gardening paraphernalia, the Gardening
Corner also offers a variety of services, including
gardening tips and advice, landscaping consultation and
special flower arrangement classes. Shoppers can also
relax in the café located here.
JUSCO Home Centre
Opened in October 2003, JUSCO Home Centre is a
complete do-it-yourself store for home-improvements
and home maintenance.
Catering to individuals and also contractors, JUSCO
Home Centre provides affordably-priced products in the
comfort and convenience of a shopping center. Among
the services and products available are made-to-order
Some of the areas in JUSCO Home
Centre include a flooring section,
kitchen cabinets and accessories
section and an area for custom-mixing
colours for house walls.
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J CARD: Exclusive Rewards
for Customers
JUSCO rewards its customers with a membership
concept of exclusive benefits and privileges called
the J CARD. In essence, J CARD members accumulate
redemption points & rebates with purchases made from
JUSCO stores and supermarkets.
The J CARD concept has since taken off, becoming a
hugely successful marketing tool. Currently, there are
approximately 375,000 principal members, and more
than 200,000 supplementary card holders. These
customers constitute the core of JUSCO clientele,
who enjoy the benefits of point accumulation, rebates
and the various discounts offered. The active members
now constitute about 75% of our membership.
JUSCO periodically publishes a Points Redemption
Programme Guidebook, distributed free of charge to all
members detailing the many items members can
redeem once sufficient points are accumulated.
Exclusive invitations and mailers.
J CARD
There is also a J CARD Member’s Mini Guide for
privileged shopping, which lists out the various retail
outlets, restaurants, hotels and services which offer
discounts, special packages and/or gifts with purchases
to J CARD members. The Mini Guide is updated yearly,
with new participating outlets being constantly added
which now include Esquire Kitchen, Don Buri, Kenny
Rogers Roasters, Optical 88, My Diamond, T.H.
Jewelry, Holiday Tours & Travel, Obermain, Renoma
& K-Box Karaoke. Currently there are approximately
110 participating outlets offering privileges to J CARD
members.
In addition to these incentives, J CARD members qualify
for certain rebates on all purchases made in any JUSCO
General Merchandise Store (GMS) and JUSCO Home
Centre. The rebates are totalled every six (6) months
(Jan - June, July - December) and converted to gift
vouchers which can be used to purchase merchandise at
any of JUSCO stores.
POINTS
redemption
programme
Points Redemption Programme guide book.
Special prices at the supermarket
for J CARD members.
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J CARD website page.
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The Mini Guide informs members
about the discounts and privileges
they are entitled to
Members receive special invitations to shop exclusively
on J CARD Day Sales with promotions and discounts
offered only to members. Over the years, the J CARD Day
Sales has become increasingly popular with shoppers.
Each time a J CARD Day is held, shoppers look forward
to a great shopping experience, complete with special
privileges and benefits.
The J CARD is available to any JUSCO shopper at an
annual fee of RM12. It comes in a variety of attractive
and colourful designs which are updated from time to
time. To become a J CARD member, one has to simply
fill up a J CARD membership application form which is
available at all J CARD Customer Service Centres in
JUSCO stores. Every time a customer shops at JUSCO,
she simply has to present her J CARD before paying in
order to enjoy all the above mentioned benefits and
privileges.
Most recently, a brand new shopping concept for
J CARD members called the J CARD VIP Day was
introduced. It allows members to shop exclusively on a
special shopping day. Members simply have to choose
their own J CARD VIP DAY within a given time
frame. They have to present the J CARD VIP DAY
Passport (which will be mailed to them) at a J CARD
Customer Service Counter, have it verified and proceed
to shop like a VIP!
An increasingly popular feature of the membership is
the free PEARL magazine, a full-colour bi-monthly
publication by JUSCO. The magazine is targeted at
housewives, with lifestyle and travel articles, tips on
home improvement and decoration, fashions, recipes,
restaurant reviews, and highlights of JUSCO promotions
for J CARD members. The magazine is also available to
non-members at a price of RM4.90.
Other benefits of being a J CARD member include free
Personal Accident Insurance worth RM5000 and free
locksmith charges for accidental car locked out
situation in our shopping centers’ car parks, free
insurance coverage on loss or damage on purchase,
claimable within 14 days of the purchase, and now,
a new insurance programme in collaboration with
Mitsui Sumitomo Insurance (Malaysia) Bhd. – J CARD
Member’s Insurance – which was launched in April 2004.
ISSUE 017 MAC 2004
FREE COPY FOR J CARD MEMBERS
J U S C O
KDN NO: PP11579/6/2004
RM4.90
PRISTINE
PAHANG
Visit this living
cultural legacy
FENG SHUI
Find out
more about
Kua numbers
Pearl Magazine is published every
two months and circulated to all
J CARD members.
COSMOPOLITAN TASTES
RECIPES FROM AROUND THE WORLD
Since its launch, the J CARD has proven to be a very
successful shopping aid for JUSCO shoppers. Its many
privileges, benefits and discounts have turned it into
one of the more well-known loyalty programmes in the
country, which Malaysians constantly look forward to.
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JUSCO - OUM Retail Center
and Human Resource
Development Activities
Not just any retail job
The retail profession has long been regarded as one
that is less than prestigious. JUSCO strives to correct
these perceptions through many efforts – the education
and proper training of staff, incentives and awards,
attractive benefits and inculcating a sense of pride in
the profession.
One such effort is the Apprentice Scheme. In collaboration
with the Open University Malaysia (OUM), Jaya Jusco
Stores Bhd. opened its first local retail center that offers
the Apprentice Scheme in retailing.
The Apprentice Scheme is a full-time employment
scheme based on training programmes that provide
students the opportunity to work and pursue a tertiary
education at the same time, thereby increasing
employees’ prospects for career advancement. The
scheme also inculcates professionalism and other
pivotal values in management in the participants.
The first batch of apprentices enrolled for the scheme in
May 2002 and completed the course in January 2003.
There are two levels, and apprentices are required to
undergo either Level I or Level II of the Scheme. Upon
completion of Level I, students will receive a Career
Certificate in Retail Operations. Those who choose to
proceed to Level II will, upon completion, graduate
with a Diploma in Management (Retailing), conferred
by OUM.
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from top:
Group photo at
the certificate
presentation
ceremony at
PWTC on 12
December 2003;
the apprentices
with the JUSCO
managers; posing
for a memorable
photo.
The second batch of apprentices attained their Career
Certificate in Retail Operations on 12 December 2003.
The 53 apprentices showed good improvement in terms
of academic results, doing much better than the
previous year’s apprentices. Currently, JUSCO-OUM
Retail Center has 57 apprentices undergoing training at
the Certificate Level and another 225 students at the
Diploma level.
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clockwise from top:
Cheering away for the competing cashiers; co-workers proudly
support their friends; showcasing some exemplary cashier skills;
congratulations to the winners.
“Cashier’s skills and productivity are a
key factor in a retail business’ ability
to stay ahead of the competition. This
contest provides stimulus to cashiers
at all JUSCO outlets to further improve
their performances.”
Another such proactive effort to improve productivity
and to boost staff’s morale was the cashier “Show and
Tell” contest held in 2003. Jaya Jusco Stores Bhd understands the importance of efficient transactions at the
cashier’s counter.
At the end of the tournament, 3 cashiers were chosen as
the top winners, and one individual was awarded the
“Cashier of the Year Award”. This year’s “Cashier of the
Year” was Zulkharnain Hassan from our Bandar Utama
Store.
Cashier’s skills and productivity are a key factor in a
retail business’ ability to stay ahead of the competition.
This contest provides stimulus to cashiers at all JUSCO
outlets to further improve their performances. This year’s
cashier’s “Show and Tell” contest received overwhelming
support from JUSCO customers, with 63,500 nomination
forms received.
Besides this, there is the Re-engineering of Cashiers
Programme, which trains, grooms and refines cashiers’
skills and image unique to JUSCO. This is a continuous
education and training programme targeted at enhancing
cashiers’ image, professionalism and performance.
The cashier “Show & Tell” contest ended with the
“Grand Customer Service & Skills Tournament” whereby
9 outstanding cashiers, one from each store, was selected
based on customer nominations, to participate in the
tournament.
JUSCO employees are thus reassured of not just a job,
but a career, in pace with the rapid expansion of the
JUSCO business.
A cashier
bravely
faces the
judges.
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Introduction
Jaya Jusco Stores Bhd is a leading retailer in Malaysia
with a total revenue of RM1.5 billion in the financial
year under review. The Company was incorporated on
15 September 1984. Jaya Jusco Stores Bhd was set up in
response to the Malaysian Government’s invitation to
AEON Japan to help modernise the retailing industry in
Malaysia. The ‘JUSCO’ name today is well established
among Malaysians as well as foreigners, especially due
to its association with the international AEON of Japan.
JUSCO has established itself as a leading chain of
general merchandise stores. JUSCO’s constant interior
redecoration of stores, to project an image designed to
satisfy the ever changing needs and desires of
consumers, is clear evidence of this. The Company’s
performance has been further enhanced by the
management’s acute understanding of target market
needs and the provision of a correct product-mix.
AEON consists of AEON Co. Ltd., 111 consolidated
subsidiaries and 29 affiliated companies. In addition to
its core General Merchandise Stores (GMS) plus its
supermarket and convenience store operations, AEON
is also active in specialty store operations, shopping
center development operations and services as well as
other operations.
AEON Co. Ltd. is an integrated Japanese retailer and is
active not only in Japan but also in Southeast Asia,
China and North America.
At all times, in every market, AEON's activities are guided
by the unchanging 'Customer First' philosophy. Its aim
is to surpass expectations by combining excellent
products with unique personal services that enhance
the shopping experience to make the customers smile
every time they shop.
JUSCO stores are mostly situated in suburban residential
areas, catering to the vast middle income group.
OUR PRINCIPLE,
regardless of how times may have changed, is to serve the ‘Customer First’. We are always
mindful of the three keywords which make up the essence and character of the retail industry
and must be considered in any development: ‘peace’, ‘people’ and ‘community’. Ours is a
person-to-person business and our existence is deeply intertwined with the people of the
regions and societies in which we serve. These precepts remain the same wherever we do
business, where we act as a contributing member of the local community.
OUR GOAL
is to operate as an “international-scale retailing group”, recognised for excellence not only in
Japan, but also in other nations. The international recognition we are working to achieve is
not one which can be measured merely in quantifiable terms of size, growth and profitability.
We hope to be competitive at the global level in intangible aspects such as customer
satisfaction and corporate citizenship. We are dedicated to the idea of “quality management”
to further enhance our capabilities.
OUR STRATEGY
is to establish a solid competitive position and achieve continuous growth. Two key components
underlying this strategy are:
• Accelerating Shopping Center Development. We are channeling our resources towards
developing attractive, integrated commercial facilities which our customers can fully enjoy,
such as regional shopping center and neighbourhood shopping center. This segment
also involves leasing shopping space and facilities to tenants.
• Aggressive Pursuit of GMS Stores. Our General Merchandise Stores (GMS), which combine
supermarkets and departmental stores under one roof, operate as full-line retailers. Products
offered range from food and other daily necessities, apparel and household goods (including
bedding and bathroom products) to specialised products such as home appliances, sporting
goods and cosmetics.
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Corporate Information
Board of Directors
• Dato’ Abdullah bin Mohd Yusof
(Chairman)
• Toshiji Tokiwa
• Soichi Okazaki
• Masato Yokoyama
• Tatsuichi Yamaguchi
• Ramli bin Ibrahim
• Brig. Jen. (B) Dato’ Mohd Idris bin Saman
• Datuk Zawawi bin Mahmuddin
• Dato’ Chew Kong Seng
Secretaries
• Lum Chee Yeng (MAICSA 0880217)
• Saw Bee Lean (MAICSA 0793472)
Registered Office
Tingkat 4,
Menara Kausar,
Jalan 3/27A, Seksyen 1,
Bandar Baru Wangsa Maju,
53300 Kuala Lumpur.
Tel: 03-41433288
Fax: 03-41490222/333
Auditors
KPMG Desa Megat & Co. (AF0759)
Chartered Accountants,
Wisma KPMG,
Jalan Dungun,
Damansara Heights,
50490 Kuala Lumpur.
Registrars
Tenaga Koperat Sdn. Bhd. (118401-V)
20th Floor, Plaza Permata,
Jalan Kampar,
Off Jalan Tun Razak,
50400 Kuala Lumpur.
Tel: 03-40416522
Fax: 03-40426352
Stock Exchange Listing
The Company is a public company, incorporated
and domiciled in Malaysia and listed on the Main
Board of the Bursa Malaysia Securities Berhad.
Homepage
http://www.jusco.com.my
Principal Bankers
• Bank of Tokyo-Mitsubishi (Malaysia) Berhad
(302316-U)
• Malayan Banking Berhad (3813-K)
• Bumiputra Commerce Bank Berhad (13491-P)
Financial Calendar
May
July
October
January
April
2003
2003
2003
2004
2004
Quarterly
Results
Announcement
2nd Quarter 22 October 2003
Quarterly
Results
Announcement
3rd Quarter 14 January 2004
Notice
of Annual
General
Meeting
26 May 2003
June
2003
Annual
General
Meeting
17 June 2003
Payment of
Dividend
Book Closure 3 July 2003
Payment 22 July 2003
Quarterly
Results
Announcement
4th Quarter 21 April 2004
Quarterly
Results
Announcement
1st Quarter 23 July 2003
15
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Share Price
STOCK CODE: 6599
2003 / 2004
Mar
Apr
High (RM)
6.55
6.75
Low (RM)
6.35
6.35
Volume (‘000)
495
612
May
Jun
Jul
Aug
Sept
Oct
Nov
6.85
7.30
7.70
7.65
8.20
9.10
9.15
6.40
6.60
7.00
7.45
7.55
7.85
8.45
354
1620
2444
1822
1381
4259
1741
Dec
Jan
Feb
9.10
10.90
11.00
8.20
9.10
10.00
1136
4282
4281
Vol‘000
4500
RM
12.00
4000
3500
10.00
3000
8.00
2500
6.00
2000
1500
4.00
1000
2.00
500
0
Mar
High (RM)
16
Apr
May
Low (RM)
June
July
Aug
Volume
Sept
Oct
Nov
Dec
Jan
Feb
0
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
5 Ye a r s F i n a n c i a l H i g h l i g h t s
For Five Years - As at 28 & 29 February
2004
RM’000
2003
RM’000
2002
RM’000
2001
RM’000
2000
RM’000
Income Statement
Revenue
1,523,780
1,368,268
1,200,636
990,006
804,214
1,406,242
1,262,851
1,107,158
909,775
732,779
117,538
105,417
93,478
80,231
71,435
Profit before tax
96,288
90,833
80,327
69,390
55,710
Profit after tax
63,588
60,545
53,989
46,037
38,210
Net dividend
12,636
12,636
12,636
12,636
8,424
692,849
561,221
508,630
517,818
447,454
175
175
175
175
175
Retailing
Property Management Services
Balance sheet
Property, plant and equipment
Investment
Current assets
Current liabilities
Total assets
259,344
225,489
188,541
218,075
104,668
(415,719)
(304,986)
(263,379)
(332,810)
(218,972)
536,649
481,899
433,967
403,258
333,325
58,500
Financed By
Share capital
87,750
87,750
87,750
87,750
281,408
229,939
175,767
134,414
96,801
34,682
35,199
55,352
55,352
55,352
Share Premium
108,488
108,488
108,488
108,997
58,386
Shareholders' funds
512,328
461,376
427,357
386,513
269,039
-
-
-
10,135
60,260
24,321
20,523
6,610
6,610
4,026
536,649
481,899
433,967
403,258
333,325
72.5
69.0
61.5
*68.1
*57.5
20
20
20
20
20
5.84
5.25
4.87
4.40
4.60
Retained profits
Revaluation reserve
Long term liabilities
Deferred taxation
Statistics
Net earnings/(loss) per share (sen)
Gross dividend per share (%)
Net tangible assets per share (RM)
* Earnings per share has been calculated using weighted average number of Ordinary Shares after adjustment
for the Rights Issue.
17
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Revenue
RM million
1,523.8
1,500
1,368.3
1,200.6
1,250
1,000
990.0
804.2
750
500
250
0
99/00
00/01
01/02
02/03
03/04
Financial year
Profit Attributable to
Shareholders
RM million
70
63.6
60.5
60
53.9
50
40
46.0
38.2
30
20
10
0
18
99/00
00/01
01/02
02/03
03/04
Financial year
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Board of Directors
(Seated from left to right)
(Standing from left to right)
Mr. Toshiji Tokiwa
Non-Independent Non-Executive
Vice Chairman
Mr. Soichi Okazaki
Managing Director
Dato’ Abdullah bin Mohd Yusof
Non-Independent Non-Executive
Chairman
Brig. Jen. (B) Dato’ Mohd Idris bin Saman
Independent Non-Executive Director
Dato’ Chew Kong Seng
Encik Ramli bin Ibrahim
Non-Independent Non-Executive Director
Datuk Zawawi bin Mahmuddin
Mr. Tatsuichi Yamaguchi
Non-Independent Non-Executive Director
Mr. Masato Yokoyama
Executive Director
19
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Directors’ Profiles
Dato’ Abdullah bin Mohd Yusof (65),
Mr. Soichi Okazaki (45),
(Malaysian) Non-Independent
Non-Executive Chairman
(Japanese) Managing Director
Dato’ Abdullah bin Mohd Yusof was
appointed the Chairman of Jaya Jusco
Stores Bhd on 26 October 1984. He holds
a Bachelor of Law (Honours) from
University of Singapore, which he
obtained in 1968. He has more than
thirty (30) years of experience as an
Advocate & Solicitor. He started his career
with Skrine & Co., as a Legal Assistant in
1968 before starting his own partnership
under the name of Tunku Zuhri Manan
& Abdullah, Advocates & Solicitors in
1969 and subsequently renamed the law
firm to Abdullah & Zainudin, Advocates
and Solicitors. He sits on the Board of
Directors of Malaysia Mining Corporation
Berhad, Tronoh Mines Malaysia Bhd and
Pernas International Holdings Berhad, all
of which are companies listed on the
Bursa Malaysia Securities Berhad. and sits
on the Board of Directors of several private
limited companies. He is a member of the
Remuneration & Nomination Committee
of the Board. Dato’ Abdullah bin Mohd
Yusof has attended all the four (4) Board
meetings held in the financial year. He
holds 154,000 ordinary shares directly
and 5,646,000 ordinary shares indirectly
in the Company.
Mr. Toshiji Tokiwa (64),
(Japanese) Non-Independent
Non-Executive Vice Chairman
Mr. Toshiji Tokiwa was appointed a
Non-Executive Vice Chairman of Jaya
Jusco Stores Bhd on 16 June 2000. He holds
a Bachelor of Law degree from Keio
University, Japan, which he obtained in
1963. He joined The Dai-Ichi Kangyo
Bank Ltd., in 1963 as a Management
Trainee. In 1993, he was promoted to the
position of Director and General Manager
of the New York Branch of The Dai-Ichi
Kangyo Bank Ltd., in New York, USA.
Subsequently, he was the Senior Managing
Director of The Dai-Ichi Kangyo Bank Ltd.,
in Japan from 1995 to 1996. He joined
Chuo Real Estate Co. Ltd., a company
principally involved in the leasing and
management of office building, as the
President and CEO from 1996 to 2000
and was also a Non-Executive Corporate
Auditor of Fujitsu General Co. Ltd., from
1997 to 2000. He joined AEON Co. Ltd.
as a Non-Executive Director in 1999 and
was subsequently appointed as the
Chairman of AEON Co. Ltd. in 2000.
Mr. Toshiji Tokiwa has attended two (2)
out of the four (4) Board meetings held
in the financial year. He does not hold
any shares in the Company.
Mr. Soichi Okazaki was appointed the
Managing Director of Jaya Jusco Stores
Bhd on 19 June 2001. He holds a Bachelor
of Arts in Commerce from Toyo University,
in Japan, which he obtained in 1981.
He has more than twenty (20) years of
experience in the retail industry. He
joined AEON Co. Ltd. of Japan in 1981
and has worked in several Asian countries.
From 1990 to 1995, he was attached to
Jusco Stores (Hong Kong) Co. Ltd. In
1995 to 1998 he was a Director of
Guangdong Jusco Teem Stores Co. Ltd.
in China. He was seconded to Jaya Jusco
Stores Bhd in 1998 to be in charge of
Marketing, Business Development, Store
Operations and Shopping Center
Management. Mr Okazaki initiated several
successful business strategies, which has
helped contributing to the growth of
Jaya Jusco Stores Bhd’s performance in
particular during the Asian financial
crisis in 1997 - 1998. Mr Soichi Okazaki
has attended all the four (4) Board meetings held in the financial year. He holds
15,000 ordinary shares directly in the
Company.
Note : Save as disclosed in this annual report, all the Directors mentioned on p
ages 20 to 22
have no conflicts of interest with Jaya Jusco Stores Bhd. or any family relationship with any
Director and/or substantial shareholder nor have they any convictions for offences within
the past 10 years, except for traffic summons, if any.
20
J AYA
Mr. Masato Yokoyama (51),
(Japanese) Executive Director
Mr. Masato Yokoyama was appointed an
Executive Director of Jaya Jusco Stores Bhd
on 26 October 2001. He holds a Bachelor
of Arts in Commerce from Waseda
University in Japan, which he obtained
in 1976. He joined AEON Co. Ltd. in
1976 and was the Store Manager of
Ishioka Store prior to his secondment to
Jaya Jusco Stores Bhd in 1993.
Mr. Yokoyama held the position of
the Store Manager of Jaya Jusco Taman
Maluri from 1993 to 1998. He was
promoted to become the Senior Softline
Merchandising Manager from 1998 to
1999 and the Senior Operations Manager
from 1999 to 2000. Currently, Mr. Masato
Yokoyama is the Executive Director in
charge of Store Operations, Human
Resource, Finance and Administration.
Mr. Masato Yokoyama has attended all
the four (4) Board meetings held in the
financial year. He holds 15,000 ordinary
shares directly in the Company.
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Mr. Tatsuichi Yamaguchi (58),
Encik Ramli Bin Ibrahim (63),
(Japanese) Non-Independent
Non-Executive Director
(Malaysian) Non-Independent
Mr. Tatsuichi Yamaguchi was appointed a
Non-Executive Director of Jaya Jusco
Stores Bhd on 23 July 2003. He graduated
from Meiji University, Japan majoring in
Management, which he obtained in 1969.
He joined AEON Co., Ltd in 1969 and
promoted as the Store Manager of
Toyohashi store, Japan in 1980. In 1986
he was seconded to Kornhill store of
Jusco Stores (Hong Kong) Co., Ltd., where
he was appointed as the Deputy Store
Manager, appointed a Director and the
Managing Director of Jusco Stores (Hong
Kong) Co., Ltd., in 1988 and 1990
respectively. He was appointed a Director
of AEON Co. Ltd., in 1996 and held the
position of Director and General Manager
(Apparel) Merchandising Division in
1997. In 2000 he assumed the position of
Director & General Manager, Chubu
Regional Company and currently holds
the position of Vice President, Asia
Operation, AEON Co., Ltd and President
of Aic Inc. Mr. Tatsuichi Yamaguchi is
also the Chairman of the Nomination
and Remuneration Committees of the
Board. Mr. Tatsuichi Yamaguchi has
attended three (3) Board Meetings during
his term in office for the financial year.
He does not hold any shares in the
Company.
Encik Ramli bin Ibrahim was appointed a
Non-Executive Director of Jaya Jusco
Stores Bhd on 20 August 1996. He is a
member of the Malaysian Institute of
Accountants and a Fellow of the
Australian Institute of Chartered
Accountants. He was attached to KPMG
Peat Marwick (“KPMG”) (now known as
KPMG) in Australia, United Kingdom and
Malaysia from 1959 to 1995. He was
appointed a Partner of KPMG Malaysia in
1971. In 1989, he was made the first
bumiputera Senior Partner of KPMG
Malaysia. He also served on the Boards
of KPMG International and KPMG Asia
Pacific from 1990 to 1995. He retired
from KPMG Malaysia in 1995. He was a
member of the Committee of Enquiry set
up to investigate the affairs of Bumiputra
Malaysia Finance Ltd., the Hong Kong
subsidiary of Bank Bumiputra Malaysia
Berhad (which had merged with Bank of
Commerce (M) Bhd to form BumiputraCommerce Bank Berhad) from 1983 to
1985. Currently, he sits on the Board of
Directors of Hua Joo Seng Enterprise Bhd,
Ranhill Berhad, Measat Global Berhad
and several other unlisted public and
private limited companies. He is also a
member of the Audit and Remuneration
Committees of the Board. Encik Ramli
bin Ibrahim has attended all the four (4)
Board meetings held in the financial year.
He holds 140,000 ordinary shares indirectly in the Company.
21
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Datuk Zawawi bin Mahmuddin (58),
(Malaysian) Independent Non-Executive
Director
Brig. Jen. (B) Dato’ Mohd Idris
bin Saman (59),
Director
was appointed a Non-Executive Director
of Jaya Jusco Stores Bhd on 16 June 2000.
He holds a Post Graduate Diploma in
Management Studies from the Slough
College, United Kingdom, which he
obtained in 1980. He was a graduate of the
Air Command & Staff College, Maxwell,
USA and the Armed Forces Defence
College, Kuala Lumpur. He joined the
Royal Malaysian Air Force as a Pilot
Officer in 1965 and he served the Royal
Malaysian Air Force for thirty-five (35)
years, in various executive positions within
its Logistic Branch. He retired from the
Royal Malaysian Air Force in 2000 as the
Assistant Chief of the Air Force (Material).
He is currently the Executive Chairman
of Diversified Jet Sdn. Bhd., a company
principally involved in the supply of
materials and services to the Malaysian
Armed Forces. He is also a Director of
Affin Fund Management Sdn. Bhd. Dato’
Mohd Idris bin Saman is a member of the
Audit and Nomination Committees of
the Board. Dato’ Mohd Idris bin Saman
has attended all the four (4) Board meetings held in the financial year. He does
not hold any shares in the Company.
22
Datuk Zawawi bin Mahmuddin was
appointed a Non-Executive Director of
Jaya Jusco Stores Bhd on 23 July 2001.
He holds a Bachelor of Arts (Honours)
Degree from the University of Malaya,
which he obtained in 1968. Datuk
Zawawi joined the Administrative and
Diplomatic Service and began his career
as an Administrative Officer in the
Ministry of Transport in 1968. From
1970 to 1975 he served as private
secretary to the Deputy Prime Minister
and thereafter held various positions in
the Cabinet Secretariat of the Prime
Minister Department from 1975 to
1990. His subsequent appointments
were as follows:- Federal Secretary in
Sarawak (1990 - 1992), Deputy
Secretary General 1, Ministry of Home
Affairs (1992 - 1994), Secretary General,
at the Ministry of Information (1994 2000). Datuk Zawawi was formerly on
the Board of Syarikat Explosive
Malaysia Sdn. Bhd. (SME), National
Film Development Corporation
(FINAS), Governing Council, Bernama
and Sukom Ninety Eight Bhd. He is
currently a director of a few private
limited companies and the Chairman
of Two Advertising Sdn. Bhd. and
Northport Distripark Sdn. Bhd.. He is
also a member of the Nomination
Committee of the Board. Datuk Zawawi
bin Mahmuddin has attended all the
four (4) Board meetings held in the
financial year. He does not hold any
shares in the Company.
Dato’ Chew Kong Seng (66),
Director
Dato’ Chew Kong Seng was appointed a
Non-Executive Director of Jaya Jusco Stores
Bhd on 23 July 2001. He is a Fellow of the
Institute of Chartered Accountants in
England and Wales, a Member of the
Malaysian Institute of Accountants and the
Malaysian Institute of Certified Public
Accountants. He was a tax officer in the
Inland Revenue Department in the United
Kingdom and then joined Stoy Hayward &
Co., in the United Kingdom from 1964 to
1970. He returned to Malaysia and joined
Turquand Young & Co. (now known as
Ernst & Young) and was subsequently
transferred to Sarawak office in 1973, first as
Manager in-charged and later as Partner
in-charged. He was appointed as the
Managing Partner of Ernst & Young from
1990 to 1996. Currently, Dato’ Chew is an
Executive Director of Sarawak Enterprise
Corp. Bhd. and the Deputy Chairman of
Sarawak Electricity Supply Corporation.
He is a Director of Great Wall Plastic
Industries Berhad, Hong Leong Properties
Berhad, PBA Holdings Bhd and Encorp
Berhad. He is also a Director and the Audit
Committee Chairman of Petronas Dagangan
Berhad and Industrial Concrete Products
Bhd. and is a Director and a member of the
Audit Committee of Petronas Gas Berhad.
Dato’ Chew is the Chairman of the Audit
Committee and a member of the Nomination
Committee of the Board. Dato’ Chew Kong
Seng has attended all the four (4) Board
meetings held in the financial year. He does
not hold any shares in the Company.
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Senior Management
(Seated from left to right)
(Standing from left to right)
Mr. Soichi Okazaki
Managing Director
Mr. Poh Ying Loo
General Manager Finance
Ms. Chong Swee Ying
General Manager Shopping Center
& New Business Development
Encik A. Rashid bin Adam
General Manager Corporate Affairs
Puan Nur Qamarina Chew
General Manager Store Operations
& Customer Care
Puan Noryahwati Mohd. Noh
General Manager Human Resource
& Administration
Mr. Masato Yokoyama
Executive Director
Lt. Col (R) Yaacob bin Mahmud
General Manager JUSCO-OUM
Retail Center & Special Task
Mr. Takeshi Kodama
General Manager Merchandising
Mr. Hirohisa Sannomiya
Assistant General Manager Construction
& Business Development
23
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
C h a i r m a n ’s S t a t e m e n t
”On behalf of the Board of Directors,
I am pleased to present JAYA JUSCO
STORES BHD Annual Report and Audited
Financial Statements for the financial year
ended 29 February 2004.“
Financial Review
Against a backdrop of increasing competition and
eventful social, economic, and political happenings
both domestically and globally, the Company registered
commendable revenue of RM1.524 billion for the
year ended 29 February 2004, which represents an 11.4%
growth over the previous financial year’s revenue.
At its earnings levels, the Company registered a profit
before tax of RM96.3 million and a profit after tax of
RM63.6 million which represents 6.0% and 5.0%
growth respectively over the previous financial year’s
results.
Earnings per share for the year under review is 72.5 sen
as against 69.0 sen in the previous financial year. The
Company’s balance sheet remains healthy with no
gearing and a net tangible asset of RM5.84 per share.
The year under review started under difficult
environment with uncertainties arising from the Iraq
war and the SARS outbreak. In particular, at its height,
the SARS outbreak dampened consumer spending as
people shied away from crowded destinations like
retailing shops and shopping centers. After the initial
scare, public fear subsided and consumer sentiment
returned to normal. Despite these difficulties, our
economy remained resilient and registered an
economic growth of 5.2% in 2003, reflecting consumer
confidence, bolstered by the smooth transition of
political power in the country and the government’s
effective economic stimulus package which helped to
reduce the impact of the outbreak of the diseases and
restored business confidence.
The year under review also witnessed the opening of
more hypermarkets and proliferation of other retailing
formats especially the specialty stores. The Company
continued to focus on its competitive strengths, reacting
promptly to changes in consumer trends and demands
24
and creating new business directions for its core retail
business. For the year under review, the Company retail
sales registered RM1.406 billion which is 11.4% higher
than the previous year’s performance. On same store
basis, excluding JUSCO Taman Universiti in Johor
Bahru, which operates for a full year in the year under
review and also contributions from the new stores
opened in the year, the Company registered a growth of
5.5%. All its retail stores registered growth of between
1% to 12% over their previous year’s performance
except for its store in Bandar Utama. JUSCO Bandar
Utama, together with the contribution from its spin-off
Jusco Home Centre, managed to improve 0.9% in its
sales performance as compared to previous year.
During the year, the Company also opened two new
outlets as part of its continuous expansion into
strategic locations in both Klang Valley and Johor
Bahru. JUSCO Permas Jaya was opened on 19 December
2003 in Bandar Baru Permas Jaya, Johor Bahru,
representing the Company’s second outlet in Johor.
It is a leased one floor shopping center of about 251,000
square feet in net lettable area, managed by the
Company, with Jusco taking up about 160,000 square
feet and a mix variety of tenants occupying the rest.
On 15 January 2004, the Company also opened its
eleventh store, a two-floor shopping center named
JUSCO Metro Prima in Kepong, Kuala Lumpur, built
on an approximately 9.4 acre land, purchased by the
Company.
In the year under review, the Company had also as part
of its continuous strategy to develop new business and
to counter competition especially from the specialty
stores, opened a family orientated amusement center
in its Taman Maluri outlet and also JUSCO Home
Centre, a specialty store in its One Utama shopping
center that provides ideas and improvements for homes
and do-it-yourself enthusiasts. Both businesses represent
new concepts introduced by the Company.
J AYA
J U S C O
On the Company property management services
business, it registered a steady income of RM117.5
million for the year under review, a growth of 11.5%, as
compared with RM105.4 million in previous year. The
increase in income came from the continuous high
occupancy in all our shopping centers, full year
operation of our first shopping center in Johor Bahru
and also the addition of new tenant space in the year
under review from the two new shopping centers.
Our shopping centers continue to enjoy average
occupancy rate of 99%.
Corporate Citizenship
Jaya Jusco Stores Bhd continued to play a prominent
corporate citizenship role. During the year under
review, the Company carried out its second “With All
Our Hearts” Charity Fund Drive through which various
social activities were carried out at all our outlets, and
through which the Company hope to promote awareness
of the need to do charity and help the needy, especially
Malaysian children and youth.
Future Prospects and Challenges
The Company continues to face a very challenging
environment with increased competition not only due
to the growing trend of hypermarkets but also from the
entry of new retail players and the emerging specialty
retail stores. Most retailers especially the hypermarkets
also adopt aggressive pricing strategies for their
merchandise. Though the Company has the strength
and is equally adaptable to the pricing field, it remained
focused on ensuring that not only its customers are
always provided with value for money in their
merchandise purchases but its policy of “Customer
Comes First” especially in areas of customer service,
facilities and conveniences, practised by all its outlets.
The Company remains committed to its long term plan
of building a strong foundation for its future but will
ensure that it will not only enjoy its current competitive
strengths but also responds early to changes in the
retail landscape and also the consumer tastes and
preferences. The Company will continue to enhance its
competitiveness by concentrating on better merchandising
assortments, improved customer services and timely
refurbishment of its existing stores to maintain
freshness and attractiveness.
In the long term, the Company remains focused on its
human resources development, streamlining and
revamping its store and logistics operations, merchandising
procurement strategies, shopping center development
and information technology enhancement to cater to its
expanding business.
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
With the stable political climate, improved consumer
sentiments, a well diversified economy and forecast of
higher economic growth, the Company expects to have
a better year ahead not only from its existing stores but
also from the additional contribution due to full year
operation of its new stores.
Dividend
The Board Of Directors has recommended for your
approval a first and final dividend of 20% less income
tax of 28% for the year ended 29 February 2004.
20th Anniversary
Jaya Jusco Stores Bhd will be celebrating its 20th
Anniversary in the new financial year, a very special
occasion and the Company would like to take this
opportunity to show its appreciation to all its
customers, business associates, regulatory authorities,
shareholders and employees who had been supporting
the Company all these years. We hope to foster closer
relationship with all parties whose support had enabled
the Company to build up a strong presence in the local
retail industry. The 20th Anniversary was launched on
8 April 2004 and a lot of activities had been planned for
our customers in events, prizes to be given away and
special merchandise at special pricing. There will also be
a tree planting ceremony, scheduled in September 2004
in which more than 20,000 plants will be planted at a
chosen location, consistent with the Company’s
philosophy and corporate citizenship efforts.
On the eve of this Anniversary, I wish to place a special
note of appreciation to AEON Co, Ltd. of Japan for their
continuous support and measure of confidence. I would
like to especially mention the singular contribution of
Mr Takuya Okada for his vision and encouragement
without which we would not be able to achieve such
success.
Acknowledgement
On behalf of the Board Of Directors, I wish to take
this opportunity to thank my fellow directors, the
management and staff for their efforts in taking the
Company through a very challenging year.
The Board wishes to also express their sincere thanks to
all our valued shareholders, business associates, bankers,
government authorities and most of all, our customers
for their continuous support to the Company.
DATO' ABDULLAH BIN MOHD YUSOF
CHAIRMAN
25
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Malaysia’s economy continued to register growth in
2003, with a 5.2% growth. Growth was again broad
based across all sectors with the private sector being the
main driver. The economy was however temporarily
affected by the SARS outbreak and at the same time
further weakened by the uncertain global economic
and political activities which dampened consumer
sentiment. Pro-active responses by our government
through the implementation of the economic stimulus
package that provides relief to affected sectors stimulate
domestic consumption and business, helps to cushion
the impact of these adverse economic factors and
allows the economic recovery experienced in 2002 to be
continuously sustained.
The economic stimulus package helps the retail industry
to tide over the difficult SARS period, enabling it to
recover rapidly and remain resilient for the year. SARS
outbreak proved to be transitory and as it unwinds, pent
up demands and improved consumer confidence
allowed most retail business to recover to their pre SARS
business levels.
In addition to the adverse economic conditions
experienced in the year, the retail industry in itself also
witnessed key retailers continue adopting aggressive
business strategies and development plans in order to
capture a bigger market share. In the year under review
new malls and retail formats appeared, to provide new
dimensions to the already competitive industry.
The Company through its own strategies and retail
format, handles the challenges proactively and for the
year under review, continues to produce impressive
results from its core retail business.
Retailing Operations
The Company continues to thrive in a challenging retail
environment for the year under review with good retail
performance from its stores. Though the proliferations
of hypermarkets, which generally have different
customer segmentations, placed some margin pressures
on the supermarket divisions, the overall increase in the
revenue of all merchandising divisions of the Company
especially the non-supermarket divisions buffered the
margin pressure. For the year under review, the
merchandising divisions recorded growth ranging from
2.0% to 6.9%.
For the year under review, the Company’s retail sales
recorded RM1.406 billion which is 11.4% over its
previous year’s performance. On same store basis, the
Company recorded a 5.5% growth excluding its Taman
26
Universiti store which operates for a full year in the year
under review and also the contribution from its new
stores in Permas Jaya, Johor Bahru and Metro Prima,
Kepong, Kuala Lumpur.
On the performance of its stores, all stores recorded
growth, ranging from 1% to 12% except for its store
in Bandar Utama. JUSCO Bandar Utama undergoes
business strategies change for the year under review with
the establishment of a new business category, called
JUSCO Home Centre. JUSCO Bandar Utama together
with contribution from its spin off JUSCO Home Centre
registered 0.9% higher performance compared to previous
year. JUSCO Home Centre is established as a complete
center for home improvement ideas and handyman’s
supermarket replacing some categories of JUSCO Bandar
Utama outlet’s general merchandise department. Our
Taman Maluri store continued to enjoy good growth in
its retail business with 10.0% growth in the year under
review despite having a competitor setting up a new
retail outlet near its location. As for our store in Melaka
which faces competition from the opening of a new
hypermarket nearby, it managed to register growth of
1.4% over its previous year’s performance. Our store in
Wangsa Maju continued to enjoy good support from the
surrounding residential neighborhoods and for the
year under review, registered growth of 7.8% over its
previous year’s performance. Our outlet in Bandar Baru
Klang also performed above expectation with 2.8%
growth over its previous year’s performance despite the
opening of competitors outlets nearby.
For our store in Ipoh, it continues to enjoy premier
position in the town as reflected in its growth of 11.9%
above its previous year’s performance. As in the
previous year, JUSCO Mid Valley continued to exhibit
impressive growth with a 7.8% growth in the year under
review. JUSCO Bandar Puchong registered about 6.6%
growth. JUSCO Taman Universiti operated its first full
year in the year under review and its results at RM79
million was within the Company’s expectation.
For the year under review, the Company successfully
added two new outlets to its existing retail operations.
On 19 December 2003, the Company opened its tenth
store, in Permas Jaya, Johor Bahru. JUSCO Permas Jaya
represents the Company’s second store in the southern
region, after JUSCO Taman Universiti in Skudai, Johor
Bahru. JUSCO’s own general merchandise store,
supermarket and its ARENA restaurant occupy a net
lettable area of approximately 160,000 square feet in
JUSCO Permas Jaya. On 15 Jan 2004, the Company
opened for business its eleventh store in Malaysia at
J AYA
J U S C O
JUSCO Metro Prima, Kepong in Kuala Lumpur. JUSCO’s
general merchandise store and supermarket including
ARENA restaurant occupy approximately 216,000
square feet in JUSCO Metro Prima. Besides a wide
assortment of merchandise at affordable prices in both
stores, new business concepts and formats are also
introduced. For the year under review, both stores have
performed to expectations.
The Company continues to strive to provide more
variety of retail services and merchandise categories to
the Malaysian consumers and has regularly introduced
new concepts and innovative merchandise categories
into its businesses to serve the needs and demand of
the ever changing consumers tastes, preferences and
lifestyles. Thus, on 6 August 2003, the Company
launched a family orientated amusement center called
Smart Wonder World at JUSCO Taman Maluri. Basically
designed for younger children, the bright and cheerful
environment at the center provides fun and education
for the young. Smart Wonder World, which is located
inside the store, complements the store’s general
merchandise department’s environment and is designed
to meet the demands of increasing modern affluent
families.
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
improve their homes, both building products and home
accessories, all in a convenient and personalised service
environment. Shoppers are able to choose do-it-yourself
items, made-to-order items while at the same time seek
advice from a panel of readily available experienced
consultants. Together with JUSCO Home Centre, at the
same location, ENEOS Car Center, from Japan, a new
category specialist invited by Jusco to be a tenant, was
also launched at the same time. Essentially, ENEOS car
center, which engaged Japanese technical supervision, is
a one-stop car center which offers highly specialised car
supplies and services at competitive pricing, for the
convenience of car owners from the surrounding
residential neighborhood.
In Jusco Metro Prima, Kepong, a new category center
was created for kids through The Superkids World,
which provides not only deep range of merchandise
assortment for children of all ages, but also includes
On 23 October 2003, the Company launched its new
retailing concept for homemakers and builders through
the establishment of JUSCO Home Centre in its 1 Utama
shopping center. Occupying more than 34,000 square
feet, it offers shoppers everything that they need to
27
J AYA
J U S C O
S T O R E S
B H D
wholesome family entertainment through its amusement
center. In the apparel section, the Company also
moved to promote its own brand, T’Z factory with
the setting up of a T’Z specialty shop as a tenant in the
shopping center.
In addition to direct feedbacks from our customers, our
loyalty card, the J CARD continues to provide the
Company with the additional base from which customer
feedbacks and voices are heard and obtained. Through
the feedbacks, the Company in return continues to
provide products and services that meet the needs of its
customers. Currently, the Company had approximately
575,000 J CARD members who on the average contribute
about 55% of the Company’s monthly retail sales. The
Company had also successfully recruited to date more
than one hundred business partners to participate in its
J CARD privileged shopping programme, thus providing
further benefits to its members.
Shopping Center Operations
Retail space continued to increase in the year under
review as more shopping centers opened, each launched
with its own concept and identity of being a destination
for shoppers and even retailers looking for presence in
shopping centers or setting up of their own concept
store. Retailers are spoilt for choice, and in the process
create pressure on levels of rentals and occupancy
achievement amongst some competing shopping
centers. In efforts to provide more integrated shopping
centers, owners of shopping centers brought in exciting
new tenants to entice shoppers, as evidenced in the
influx of new retailers, both international and local in
28
( 1 2 6 9 2 6 - H )
the year under review. Some existing shopping centers,
due to the tough competition and higher supply of
retail space, are also force to reposition or upgrade their
shopping centers through upgrading of facilities,
refurbishments, and adopting new marketing concepts
or image for their shopping centers including being
specialty shopping centers. There is also a growing trend
of hypermarket operators building their outlet towards
the mall style direction with their own niche of tenant
mix.
Despite these challenges, the Company’s shopping
center management business in the year under review
remained resilient with almost all its shopping centers
reporting higher growth in income. The occupancy
rates in our shopping centers also remain high at an
average of 99% occupancy. The continuous good
performance is mainly due to the Company’s vast
experience in the management of shopping centers and
its ability to continuously provide good tenant mix
and also in maintaining the attractiveness of the malls to
shoppers and tenants alike.
During the year under review, the Company added two
new shopping centers to its property management
business with the opening of JUSCO Permas Jaya
shopping center in Johor Bahru and also JUSCO Metro
Prima shopping center in Kepong, Kuala Lumpur.
JUSCO Permas Jaya shopping center, for which the
Company leases property from a third party, sits on
approxmately 16 acres of land, and is a one level shopping
center, strategically located within an affluent residential
J AYA
J U S C O
neighborhood and a new township area. It has been
designed with a new contemporary outlook of high
ceilings which provides customers with a good,
conducive, new shopping environment. Besides having
JUSCO as its anchor tenant, the shopping center also had
a variety of fifty specialty tenants with food and beverages
being the highlights including the Company’s very own
upscale foodcourt ARENA Restaurant which offers local
and international cuisine.
Jusco Metro Prima was opened to the public on 15
January 2004 and is strategically located within Kepong’s
industrial and residential area, in Kuala Lumpur, and
also cater to the needs of residents staying in Bandar Sri
Damansara, Selayang and Gombak. The shopping
center stands on an approximately 9.4 acres of land and
has a gross built up area of approximately 906,497
square feet and a net lettable area of approximately
356,000 square feet. Besides JUSCO as an anchor tenant
through its general merchandise store and supermarket,
there are seventy specialty tenants. JUSCO Metro Prima,
Kepong, which is the Company’s seventh store cum
shopping center in the Klang Valley region, is
positioned as a shopping center with the most updated
shopping design, featuring lifestyle concepts for the
whole family and elegantly equipped to provide a
comfortable and conducive environment for the
shoppers.
On its shopping center operations, the Company
believes that with its strong management team and its
focus on ensuring that its malls are well maintained,
properly marketed through creative promotional
activities in the malls and having appropriate tenant
mix, its shopping centers will continue to be the
shopping centers of choice, for tenants and shoppers
S T O R E S
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( 1 2 6 9 2 6 - H )
alike. On its tenant mix which the Company constantly
reviews, efforts are being made to bring in international
retailers into the local retail scene, to further enhance its
shopping centers’ image.
Human Resource
Human resource will be the key factor in driving the
Company forward. As the retailing business is highly
labor intensive, human resource management played a
pivotal role in ensuring that a retailer and its trained staff
continue to provide the highest quality of customer
services.
In this respect, the Company has continue to invest
time and resources in its human resources development
whereby various initiatives had been implemented
during the year to ensure that its employees are not
only equipped with the required skill levels for their
jobs but are also appropriately remunerated in their
salaries and welfare. The recruitment process had also
been strengthened to ensure that candidates recruited
met with the Company’s requirements. The Company
through its management trainee scheme had also
continued to tap on the reservoir of new graduates who
are ready to pursue a career in retailing.
In preparation for its expansions, the Company had
taken steps to improve mobility of its employees within
the organisation through job and organisational
change, providing opportunities for staff from different
sections and levels in the organisation to be entrusted
with new roles and responsibilities to further broaden
their retail working experience. Apart from retail skills,
employees, in particular those of middle managerial
level are provided with management skills training as
part of their career development plan.
29
J AYA
J U S C O
S T O R E S
B H D
In addition, JUSCO-OUM Retail Center which the
Company had established in a collaboration with Open
University of Malaysia, continued to provide education
and training for those who are interested in retailing as
a career. On 8 April 2003, the first batch of eighty nine
graduates received their Career Certificate in Retailing
Operations from the center. Another two hundred and
twenty five students are currently pursuing certificates
and diplomas in retailing. The retailing programme
aims to equip the students with the necessary practical
skills and knowledge to face the stiff challenges in the
retail industry.
The Company continued its Japan Management Trainees
scheme last year whereby selected employees are sent to
Japan for a six month duration of training attachments
with retail stores in Japan. The second batch of trainees is
now currently attached at store operations in various
capacities and the retail knowledge that they had gained
in Japan had certainly enabled them to apply and upgrade
their daily job performance. The programme is ongoing
and currently, a third batch of trainees has been selected
to undergo similiar training stint in Japan.
As part of its continuous efforts to upgrade its customer
services, the Company organised its second “Show and
Tell Contest” for a three-month period in the year under
review during which cashiers are selected by customers
based on the level of services provided by the cashiers.
The event provides opportunities to further enhance the
customer and retailer relationship besides supporting the
government’s call to promote Malaysia as a shopping
haven.
The Company also placed strong emphasis on
communication flow within the organisation and
employees are constantly updated and informed of
messages from management, policies and procedures
update and happenings in the Company through
regular newsletters, briefings and meetings conducted at
various levels of the organisation.
( 1 2 6 9 2 6 - H )
surroundings. Every JUSCO outlet has numerous trees
and flowers in its surrounding to provide shade,
fresh air and beautiful landscaped environment for
customers to enjoy. Thus, during the opening of its
stores in Permas Jaya, Johor Bahru and Metro Prima,
Kepong, the Company continued with this tradition as
a way of preserving the environment and also as a way
of interacting with the local communities especially
young children and students. The Company hoped
that through its tree planting activities, it will be able
to develop long lasting relationships with the local
communities and uphold its simple philosophy of
“Customers come first”.
As part of its mission to be continuously involved in
fund-raising activities and events for the benefit of the
Malaysian children and youth, the Company had also
in the year under review, through its With All Our
Hearts Charity Fund, and in collaboration with Hospital
Universiti Kebangsaan Malaysia (HUKM), donated
RM100,000 for the upgrading of the Thalassaemia
Center, a day care center for Thalassaemia patients,
who are mainly children.
While With All Our Hearts represents the Company’s
corporate citizenship at a corporate level, each and
every JUSCO outlet, on its own, is also involved in
community services such as recycling campaigns, blood
donation drives, charity functions for children and other
community projects involving the local communities.
There are also educational tours for school children to
our stores which allows them the opportunity to have a
better understanding of retailing operations. An English
language motivational camp for school children was also
sponsored by the Company in the year under review.
In the new financial year, the Company will celebrate
its 20th Anniversary in Malaysia and a massive tree
planting ceremony will be carried out in Malaysia,
together with participation from AEON Japan.
Prospects
Corporate Citizenship
The Company continues to organise charity fund drives
through its With All Our Hearts Charity Fund, not only
to raise donations from the public but also to
continuously create awareness of the need to help
poor and needy Malaysian youth and children for their
education, medical and other basic needs. As is the
tradition in line with its mission to green the earth for
future generations and to show love and care for the
environment, whenever a new store opens the
Company organises tree planting ceremonies in its
30
For the new financial year, the Company is confident
that with its retail format, strategies, full year operation
of its new stores and the government’s continuous
efforts to stimulate and sustain the economic growth,
its performance will be better in the coming year.
The Company remained committed to its long term
plan and will concentrate its resources on areas of human
resource development, streamlining of its logistics
operations, merchandising procurement strategies, new
businesses development, shopping center development
J AYA
J U S C O
and information technology enhancement to cater to
its expanding business.
Customer service remained a primary focus area for the
Company as it believes that the strategy to stay
competitive does not only lie in the competitive pricing
but also in factors such as customer service, merchandise
assortment and quality, and in providing a conducive
environment for the customers to shop in. Shoppers’
behaviour are influenced not only by the value of the
merchandise purchased but also by the level of
customer service that they received including the
conveniences and facilities provided.
While ensuring that its existing operations will continue
to operate efficiently, the Company also continues to
create new innovative merchandise, new business formats
for its business. Useful consumer insights and feedback
will be acted on by the Company to plan for the right
merchandise assortment and quality in its stores.
Customer profiles especially from its J CARD membership
base will be use to plan and design the right layout
and format for its stores. As with previous years, the
Company will embark on refurbishment programs for
some of its stores in the coming year.
The Company will continue to source for expansion
opportunities in untapped retail markets including new
population growth corridors in various parts of the
country, adopting appropriate business and store
formats according to size of catchment area and its
resident profiles.
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Information Technology
Jaya Jusco IT strategy had been planned with JUSCO
expansion needs and competitive advantage in mind. In
the year under review, our information technology had
been focusing on improving and innovating systems to
further cater to the Company’s needs:
1 - Back-End systems
a) Human Resources (HR) System had been
strengthened up in the year under review.
Implementation of casual worker system,
overtime control system and data collection
automation from store have reduced administrative
works and costs.
b) Non-Trade System
A new non trade system has been developed to
streamline ordering of non-trade merchandise
and services.
c) Daily Merchandising System
A system developed to provide management with
quick, updated and easy to access information on
the Company’s daily performance.
2 - Operations support system
Auto Price verification which allows verification of
merchandise pricing at selling floors.
3 - Barcoded Jusco Gift Vouchers
Barcoded Jusco Gift Vouchers are now commonly
used in JUSCO stores as added security features for
the vouchers.
20th Anniversary Celebration
The Company will be celebrating its 20th Anniversary
in the new financial year and would like to take this
opportunity to show its appreciation to its customers,
employees, business associates, shareholders, friends
and the local communities whose support had enabled
the Company to achieve the success that it had to date.
The 20th Anniversary celebration was launched on 8
April 2004 and many activities had been planned for
the year such as monthly prizes, special merchandise at
special prices, tree planting activities, charities and
culminating with a celebration in September 2004 to
mark this special occasion.
The Company hopes that the 20th Anniversary
celebration will allow it to foster closer relationships
with the various parties who had contributed to its success.
31
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Statement of Corporate Governance
Board Responsibilities
The Board of Directors, in recognising the importance
of corporate governance, is committed to ensuring that
the Company’s business and operations are in line with
the principles and best practices advocated in the
Malaysian Code on Corporate Governance.
Name of Director
The Board of Directors assumes responsibilities in
corporate governance and has established various
processes and committees to assist them in discharging
of these responsibilities. Among others, the Company’s
strategies and directions, shareholders and investors’
relationship, annual budget, major capital expenditure,
significant financial matters, and the adequacy and
integrity of internal controls including risk assessment
are within the responsibilities of the Board of Directors.
The following paragraphs set out the Company’s
application of the principles and best practices of the
Malaysian Code on Corporate Governance.
Number of meetings
attended/held
during the Director’s
term in office
Mr. Toshiji Tokiwa
Mr. Akihito Tanaka
(resigned on 23 July 2003)
(appointed on 23 July 2003)
Mr. Soichi Okazaki
Mr. Masato Yokoyama
Brig. Jen. (B) Dato' Mohd Idris bin Saman
4/4
2/4
1/1
3
4
4
4
4
4
4
/
/
/
/
/
/
/
3
4
4
4
4
4
4
A. Directors
BOARD BALANCE
The Board of Directors consists of nine (9) members;
comprising one (1) Non-Executive Chairman, one
(1) Non-Executive Vice Chairman, two (2) Executive
Directors and six (6) Non-Executive Directors of
whom one (1) resigned on 23 July 2003. Of the
six (6) Non-Executive Directors, three (3) are
Independent Directors.
Dato’ Chew Kong Seng is the Senior Independent
Non-Executive Director to whom concerns on matters
relating to corporate governance of the Company
could be conveyed to.
The Directors bring a wide range of expertise and
experience in various fields such as economics, public
services, accounting and finance, legal, human
resource, banking, marketing, taxation, general
management, retail management and property
management services. All Board members participate
and deliberate on the issues and matters affecting
the Company.
The profile of each Director is presented on page 20
to page 22 of the Annual Report.
Board Meetings
The Board met four (4) times at regular intervals
during the financial year ended 29 February 2004.
The details of attendance of each Director at the
Board meetings held during the financial year are as
follows:
32
SUPPLY OF INFORMATION
The Company Secretary ensures that all Board
meetings are furnished with proper agendas. Board
papers and reports providing updates on financial,
operational and corporate developments including
matters such as the Company’s corporate citizenship
program and staff welfare matters are circulated prior
to the meetings to all Directors for them to discharge
their duties effectively. The Directors have full access
to the advice and services of the Company Secretary.
In addition, the Directors, if necessary, may also seek
professional advice, at the Company’s expense. The
Directors may also consult the Chairman and other
Board members prior to seeking any independent
professional advice.
DIRECTOR’S TRAINING
All the Directors have attended the Directors’
Mandatory Accreditation Programme organised by
Bursa Malaysia Securities Berhad and are also provided
with updates from time to time on relevant new laws
and regulations affecting their directorship.
Directors also from time to time visited existing
stores and/or new sites to have a thorough understanding of the Company’s operational matters.
BOARD COMMITTEES
The Board of Directors is assisted by its Committees,
which have been established under defined terms
of reference. The Committees are the Nomination
Committee, the Remuneration Committee and the
Audit Committee.
JJ A
AY
YA
A
JJ U
U SS C
C O
O
THE NOMINATION COMMITTEE
The Nomination Committee has been set up with its
terms of reference approved on 11 January 2002.
Mr. Tatsuichi Yamaguchi who was appointed a Non
Executive Director on 23 July 2003 was also appointed
the Chairman of the Nomination Committee after
the resignation of Mr. Akihito Tanaka on 23 July
2003.The committee’s other members are Dato’
Abdullah bin Mohd Yusof, Dato’ Chew Kong Seng,
Brig. Jen. (B) Dato’ Mohd Idris bin Saman and Datuk
Zawawi bin Mahmuddin. The committee conducted
two (2) meetings in the financial year under review.
The duties and responsibilities of the Committee,
among others, are to recommend to the Board,
candidates for directorship, directors to fill seats on
Board Committees and to review annually the
required mix of skills and experience of the Board
including the effectiveness of the Board as a whole
and the contribution from each Director.
The Board, through the Nomination Committee, on
21 April 2004 has reviewed the annual assessment of
the Directors’ performance and contribution, and
the required mix of skills and experience of the
Board to function competently and efficiently as a
whole. The Board is pleased to state that its current
composition of members meets the requirement of
a competent and effective Board.
RE-ELECTION
In accordance with the Company’s Articles of
Association, all Directors retire every year.
SS T
T O
O R
R E
E SS
B
B H
H D
D
(( 1
1 2
2 6
6 9
9 2
2 6
6 -- H
H ))
bin Ibrahim. The duties of the Committee shall be
to recommend to the Board the remuneration of all
Directors in all its form. Executive Directors play no
part in decision-making or determining their own
renumeration.
The committee met one (1) time in the financial
year under review to determine the remuneration
packages of Non-Executive Directors, including the
Non-Executive Chairman and is a matter for the
board as a whole. Individual Directors concerned do
not participate in the discussion on their own
remuneration.
The breakdown of the remuneration of the Directors
during the financial year under review is as follows:
1. Aggregate remuneration of the Directors categorised
into appropriate components:
Executive
Directors
RM
Non-Executive
Directors
RM
Total
RM
Fees
240,000
690,000
930,000
Salaries
699,791
-
699,791
21,000
14,700
35,700
175,863
-
175,863
1,136,654
704,700
1,841,354
Benefits-in-kind
Other emoluments
2. The number of Directors whose total remuneration
fall within the following bands:
Number of Directors
THE AUDIT COMMITTEE
The Board is also assisted by the Audit Committee
whose members, terms of reference and activities in
the financial year under review are stated on page 36
to 37 of this Annual Report.
B. Directors Remuneration
THE REMUNERATION COMMITTEE
Mr. Tatsuichi Yamaguchi who was appointed a
Non-Executive Director on 23 July 2003 was also
appointed the Chairman of the Remuneration
Committee after the resignation of Mr. Akihito
Tanaka on 23 July 2003. The Committee is made up
of Non-Executive Directors whose other members
are Dato’ Abdullah bin Mohd Yusof and Encik Ramli
Range of Remuneration
Less than RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM150,001 to RM200,000
RM200,001 to RM250,000
RM250,001 to RM300,000
RM300,001 to RM350,000
RM350,001 to RM400,000
RM400,001 to RM450,000
RM450,001 to RM500,000
RM500,001 to RM550,000
RM550,001 to RM600,000
Executive
Non-Executive
Total
2
2
4
2
-
2
4
2
2
2
8
10
33
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
C. Shareholders
INVESTORS AND SHAREHOLDERS
COMMUNICATION
It has always been the Company’s practice to maintain
good relationship with its shareholders. Major
corporate developments and happenings in the
Company have always been duly and promptly
announced to all shareholders, in line with Bursa
Malaysia Securities Berhad’s objectives of ensuring
transparency and good corporate governance practice.
The Company’s financial performance, major
corporate developments and other relevant
information are promptly disseminated to shareholders and investors via announcements of its
quarterly performance, annual report, corporate
announcements to Bursa Malaysia Securities Berhad
and press conferences. Further update of the
Company’s activities and operations are also
disseminated to shareholders and investors through
dialogue with analysts, fund managers, investors
and the media.
Besides highlighting retail business promotional
activities, the Company’s website (www.jusco.com.my)
provides an update of the Company’s latest
performance released to Bursa Malaysia Securities
Berhad as well as other corporate information to the
public.
During the Annual General Meeting, shareholders
are usually given a presentation on the Company’s
performance and major activities that were carried
out by the Company for the year under review.
During the meeting, shareholders have the
opportunities to enquire and comment on the
Company’s performance and operations.
D. Accountability and Audit
FINANCIAL REPORTING
In its financial reporting via quarterly announcements
of results, annual financial statements and annual
report presentation including the Chairman’s
34
Statement and Review of Operations, the Board of
Directors always provides a comprehensive assessment
of the Company’s performance and prospects for the
benefits of shareholders, investors and interested
parties. The Audit Committee also assists the Board
in overseeing the Company’s financial reporting
processes.
Directors’ responsibility statement in respect of the
preparation of the audited financial statements
The Board of Directors is responsible for the preparation
of the financial statements for each financial year of
the Company, which gives a true and fair view of the
state of affairs of the Company and its results and
cash flow for the financial year ended.
The Board of Directors has ensured that the financial
statements have been prepared in accordance with
applicable approved accounting standards in
Malaysia, the requirements of the Companies Act
1965, Bursa Malaysia Securities Berhad and other
regulatory bodies. In preparing the financial
statements, the Board of Directors has ascertained
that accounting policies and reasonable prudent
judgment and estimates have been consistently applied.
The Directors are responsible for keeping proper
accounting records, which disclose with reasonable
accuracy at any time the financial position of the
Company and to enable them to ensure that the
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financial statements comply with the Companies
Act, 1965. The Directors have a general responsibility
for taking such steps as is reasonably open to them
to safeguard the assets of the Company, to prevent
and detect fraud and other irregularities.
GOING CONCERN
The Board of Directors confirmed that the Company
has adequate resources to continue its business in
the foreseeable future. For this reason, they continue
to adopt the going concern basis for preparing the
financial statements.
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
COMPLIANCE WITH MALAYSIAN CODE ON
CORPORATE GOVERNANCE
The Board of Directors is pleased to state that the
Company was in compliance with all the principles
and best practices as advocated in the Malaysian
Code on Corporate Governance except on disclosure
of each individual Director’s remuneration.
STATE OF INTERNAL CONTROL
The Statement of Internal Control set out on page
39 of the Annual Report provides an overview of the
state of internal controls within the Company
RELATIONSHIP WITH THE EXTERNAL
AUDITORS
The Board of Directors with the assistance of the
Audit Committee maintains a formal and transparent
relationship with the Company’s External Auditors
through the Audit Committee, Board and formal
meetings whereby issues are discussed.
The relationship between the Board and the
External Auditors is also formalised through the Audit
Committee’s terms of reference.
35
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Te r m s o f R e f e r e n c e o f t h e
Audit Committee
Audit Committee
Designation
-
Chairman
(Independent
Non-Executive Director)
-
Member
(Non-Independent
-
Brig. Jen. (B) Dato’ Mohd.
Idris bin Saman
Member
(Independent
Constitution
The Board hereby resolves to establish a Committee of
the Board to be known as the Audit Committee with the
following terms of reference.
Composition of Audit Committee
The Committee shall be appointed by the Board from
among its members and shall consist of not less than 3
members of whom a majority shall not be:
a) executive directors of the company or related
corporation.
b) a spouse, parent, brother, sister, son or adopted son,
daughter or adopted daughter of an executive
director of the company or any related corporation, or
c) any person, having a relationship which, in the
opinion of the Board of Directors, would interfere
with the exercise of independent judgement in
carrying out the functions of the audit committee.
The Committee shall include at least one person who is
a member of the Malaysian Institute of Accountants
(MIA) or alternatively a person who must have at least 3
years’ working experience and have passed the
examinations specified in Part I of the 1st. Schedule of
the Accountants Act 1967 or is a member of one of the
associations specified in Part II of the said Schedule.
No alternate director shall be appointed as a member of
the Committee.
The Committee shall elect a chairperson from amongst
its members who is not an executive director or employee
of the company or any related corporation. In the event
that a member of the audit committee resigns, dies or
for any other reason ceases to be a member, with the
result that the number of members is reduced to below
three, the Board of Directors shall, within three months
of that event, appoint such number of new members as
may be required to make up the minimum number of
three members.
The Board shall review the terms of office of Committee
members no less than every three years.
36
Meetings
The Committee shall meet at least four times a year. In
addition, the chairperson shall convene a meeting of
the Committee if requested to do so by any member, the
management or the internal or external auditors to
consider any matter within the scope and responsibilities
of the Committee.
Attendance at Meetings
The General Manager of Finance, the Head of Internal
Audit, the Company Secretary, the Finance Manager,
the Compliance Officer and a representative of the
External Auditors shall normally attend meetings.
However, the Committee may invite any person to be in
attendance to assist it in its deliberations.
Non-member directors shall not attend unless specifically
invited to by the Committee.
Secretary to Audit Committee
The Company Secretary shall be the secretary of the
committee and shall be responsible for drawing up the
agenda in consultation with the chairperson. The agenda
together with the relevant explanatory papers and
documents shall be circulated to the committee members
prior to each meeting.
The secretary shall be responsible for recording
attendance of all members and invitees, keeping the
minutes of the meeting of the Committee, circulating
them to committee members and to the other members
of the Board of Directors and for ensuring compliance
with Bursa Malaysia Securities Berhad requirements.
Reporting Procedures
The Committee shall prepare an annual report to the
Board that provides a summary of the activities of the
Committee for inclusion in the Company’s annual report.
The Committee shall assist the Board in preparing the
following for publication in the Company’s annual
report:
- Statement of the Company’s application of the
principles set out in Part I of the Malaysian Code
on Corporate Governance.
- Statement on the extent of compliance with the
Best Practices in Corporate Governance set out in
Part II of the Malaysian Code on Corporate
Governance, specifying reasons for any areas of
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non-compliance (if any) and the alternatives adopted
in such areas.
- Statement on the Board’s responsibilities for preparing
the annual audited financial statements, and
- Statement about the state of Internal Control of the
Company.
S T O R E S
-
Where the Committee is of the view that a matter
reported by it to the Board of Directors has not been
satisfactory resolved resulting in a breach of the Bursa
Malaysia Securities Berhad Listing Requirements, the
Committee shall promptly report such matter to the
Bursa Malaysia Securities Berhad.
-
Quorum
A quorum shall consist of a majority of committee
members present at the meeting who are Independent
Directors.
-
-
Authority
The Committee is authorised by the Board to:
- Investigate any activity within its terms of reference.
- Have resources which are reasonably required to
enable it to perform its duties
- Have free access to all information and documents
it requires for the purpose of discharging its functions
and responsibilities.
- Have direct communication channels with the
External Auditors and person(s) carrying out the
internal audit function or activity.
- Obtain outside legal or other independent
professional advice and secure the attendance of
outsiders with relevant experience and expertise if
it considers this necessary.
- Convene meetings with the External Auditors,
excluding the attendance of the executive members
of the committee, whenever deemed necessary.
Duties and Responsibilities
The duties and responsibilities of the Committee shall be:
- To review the Terms of Reference at least annually,
as conditions dictate.
- To review any financial information for publication,
including quarterly and annual financial statements
before submission to the Board.
The review shall focus on:
• Any changes in accounting policies and practices.
• Major judgmental areas
• Significant audit adjustments from the External
Auditors
-
-
-
-
B H D
( 1 2 6 9 2 6 - H )
• The going concern assumption.
• Compliance with accounting standards auditors.
• Compliance with stock exchange and legal
requirements.
To review with the External Auditors their audit
plan, scope and nature of audit for the Company.
The External Auditors’ audit report, areas of concern
arising from the audit and any other matters the
External Auditors may wish to discuss (in the
absence of management if necessary).
To assess the adequacy and effectiveness of the
systems of internal control and accounting control
procedures of the Company by reviewing the
External and/or Internal Auditors’ management
letters and management responses.
To discuss problems and reservations arising from
the interim and final audits and any matters the
auditors may wish to discuss.
To review the internal audit plan and processes,
consider the major findings of internal audit, fraud
investigations and actions and steps taken by
management in response to audit findings.
To review the adequacy and relevance of the scope,
functions and resources of Internal Audit and the
necessary authority to carry out its work.
To determine extent of cooperation and assistance
given by employees.
To review any related party transactions and conflict
of interest situations that may arise within the
Company.
To consider the appointment of the External
Auditors, the terms of reference of their appointment and any question of resignation and dismissal
before recommending to the Board
To undertake such other responsibilities as may be
agreed to by the Committee and the Board.
To report to the Board its activities, significant
results and findings.
Overseeing the Internal Audit Function
The Committee shall oversees all internal audit functions
and is authorised to commission investigations to be
conducted by Internal Audit as it deems fit. The Internal
Auditor shall report directly to the Committee and shall
have direct access to the Chairman of the Committee.
All proposals by management regarding the appointment,
transfer or dismissal of the Internal Auditor shall require
the prior approval of the Committee.
37
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
The Audit Committee
The Audit Committee comprises the following members:
- Dato’ Chew Kong Seng
(Chairman)
Independent
- Encik Ramli bin Ibrahim
Non-Independent
- Brig. Jen. (B) Dato’ Mohd.
Idris bin Saman
Independent
Terms of Reference of The Audit
Committee
During the financial year under review, there were no
changes to the terms of reference of the Audit Committee.
Meetings
During the financial year under review, the Audit
Committee convened four (4) meetings. The attendance
records of the member of the Audit Committee are as
follows:
Name of Directors
Number of meetings
attended/held during the
member’s term in office
Dato’ Chew Kong Seng (Chairman)
4/4
4/4
Brig. Jen. (B) Dato' Mohd Idris bin Saman
4/4
The meetings were structured through the use of agendas,
which were distributed to members with sufficient
notification.
The Company Secretary was present in all the meetings.
Representative of the External Auditors, Messrs KPMG
Desa Megat & Co., the General Manager of Finance, the
Head of Internal Audit, the Finance Manager, the
Compliance Officer, normally attended the meetings
and related management personnel attended the meetings
upon invitation.
Summary of The Audit Committee
Activities during the Year Under
Review
During the year under review, the Audit Committee carried
out its duties in accordance with its terms of reference
as follows:
a. Reviewed the quarterly unaudited financial result
and annual audited financial statements before
submission to the Board for consideration and
approval.
b. Reviewed the External Auditors’ scope of work and
audit plan for the year.
c. Reviewed and discussed the External Auditors’ audit
report and areas of concern.
38
d. Considered the appointment of the External Auditors
and the terms of reference of their appointment.
e. Reviewed the internal audit plan, considered the
major findings of internal audit, fraud investigations
and actions taken by management in response to
the audit findings.
f. Assessed the adequacy and effectiveness of the
systems of internal control and accounting control
procedures of the Company by reviewing the External
and Internal Auditors’ management letters and
management responses.
g. Reviewed the adequacy and relevance of scope,
functions and resources of internal audit and that it
has the necessary authority to carry out its work.
h. Reviewed related party transactions.
i. Reported to the Board on its activities and significant
findings and results of audit recommendations.
On 13 January 2004, the Audit Committee also held one
meeting with the External Auditors without the presence
of the management, to allow the auditors to discuss any
issues arising from the audit exercise or any other
matters, which the external auditors wished to raise.
Summary of The Internal Audit
Department’s Activities
During the year under review, the Internal Audit
department carried out the following activities:
a. Presented and obtained approval from Audit
Committee, the 2003/2004 internal audit plan,
which supplemented the approved the 3-year internal
audit plan, audit strategy and audit scope of work.
b. Reviewed and analysed certain key business
processes identified in the annual audit plan,
reported ineffective and inadequate controls,
and made recommendations to improve their
effectiveness.
c. Monitored and ensured management implemented
corrective action plans.
d. Monitored compliance with policies and procedures
e. Reviewed the adequacy and effectiveness of the
internal control structures of the Company.
f. Assisted the Board of Directors and Management
on compliance matters required by the Malaysian
Code on Corporate Governance.
g. Assisted the Board of Directors and Management by
reviewing the risk policy, control strategies in the
organization and implementation of an enterprise
risk management framework.
h. Carried out investigative assignments.
i. Continued inculcating good risk management
practices throughout the Company.
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( 1 2 6 9 2 6 - H )
Statement of Internal Control
Board Responsibilities
The Board of Directors recognises its responsibilities
over the Company’s system of internal controls, covering
all its financial and operating activities to safeguard
shareholder’s investment and the Company’s assets.
The Board has an established on-going process for
identifying, evaluating and managing the significant
risks encountered by the Company. The Board through
its Audit Committee regularly reviewed this process.
In view of the limitations inherent in any system of
internal controls, the system is designed to manage,
rather than to eliminate, the risk of failure to achieve
the Company’s corporate objectives.
The Audit Committee assists the Board to review the
adequacy and integrity of the system of internal controls
in the Company and to ensure that an appropriate mix
of techniques is used to obtain the level of assurance
required by the Board. The Audit Committee presents
its findings to the Board.
Internal Audit Function
The Audit Committee, assisted by the Internal Audit
Department, provides the Board with the assurance it
requires on the adequacy and integrity of the system on
internal controls. The Internal Audit Department
independently reviews the risk identification
procedures and control processes implemented by the
management and reports to the Audit Committee on
quarterly basis.
The Internal Audit Department also carried out internal
control review on key activities of the Company’s
business on the basis of a three-year internal audit plan
that was presented and approved by the Audit
Committee. The internal audit function adopts a
risk-based approach and prepares its audit strategy and
plan based on the risk profiles of the major business
units of the Company
System of Internal Controls
The Board of Directors is responsible for managing the
key business risks of the Company and implementing
appropriate internal control system to manage those
risks. The Board reviewed the adequacy and integrity of
the system of internal control as it operated during the
year and the following are the key elements of the
Company’s system of internal controls:
- The management structure of the Company formally
defines lines of responsibility and delegation of
authority, for all aspect of the Company’s affairs.
Senior management and business unit’s managers
submit and present their operational performance
review as well as business plans and strategic
measures in regularly held Executive Committee
and Management Meeting;
- The Board approves annual budget and reviews key
business variables and monitor the achievements of
the Company’s performance on quarterly basis.
- The authorisation limits and approvals authority
threshold of the Company encompasses internal
control procedures. These procedures are subject to
regular reviews by the management to incorporate
changing business risks and operational efficiency.
- The Audit Committee is responsible for reviewing
quarterly announcement to Bursa Malaysia
Securities Berhad and statutory annual financial
statements prior to submission for Board’s approval.
- The Internal Audit Department periodically monitors
the effectiveness and evaluates the proper functioning
of the internal control system to ascertain compliance
with the control procedures and policies of the
Company. The Head of Internal Audit reports to
Audit Committee on the status of the internal control
system on a quarterly basis.
- Project teams are set up from time to time to address
business and operational issues to meet the business
objectives and operational requirements of the
Company.
All the above-mentioned process has been in place and
provided reasonable assurance to the effectiveness of the
internal control system.
Conclusion
The Board of Directors reviewed the adequacy and
integrity of the system of internal control that
provide reasonable assurance to the Company in
achieving the business objectives. As the development
of sound system of internal control is an on-going
process, the Board and the management maintain an
on-going commitment and continue to take appropriate
measures to strengthen the internal control environment
of the Company.
39
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S T O R E S
B H D
Other Information
Non Audit Fees
Material Contracts involving directors and substantial
shareholders.
The amount of non-statutory audit fees paid to external
auditor and its affiliates during the year under review is
RM125,753, comprising of mainly tax services and half
year audit services.
Material contracts entered into by the Company which
involve Director’s and major shareholder’s interests and
still subsisting at the end of the financial year ended
29 February 2004 or entered into since the end of the
previous financial year comprise the following:
a) On 12 October 2000, the Company entered into a
Technical Service Agreement with AEON Co. Ltd.
(formerly known as JUSCO Co. Ltd.) whereby the
Company is granted the exclusive right by AEON
Co. Ltd. to use their trademark in relation to goods
and services. The Company is also granted the
non-exclusive right to use the information and
know-how, employed or developed by AEON Co.
Ltd. for the management and operation of retail
stores, wholesale business and related supporting
activities. The total cash consideration payable by
the Company to AEON Co. Ltd. for the year under
review amounted to RM8.061 million. AEON Co.
Ltd. is a major shareholder of the Company.
b) On 1 July 1997, the Company entered into a
Factoring Agreement with a related company,
AEON Credit Service (M) Sdn Bhd (formerly known
as ACS Credit Service (M) Sdn Bhd) whereby the
Company’s goods sold on credit under its easy
payment scheme are factored to AEON Credit
Service (M) Sdn Bhd. The debts sold to AEON
Credit Service (M) Sdn Bhd are at full value of the
goods and upon the terms and conditions as stated
in the factoring agreement. The total value of the
debts sold to AEON Credit Service (M) Sdn Bhd in
the year under review amounted to RM4.358 million.
Dato’ Abdullah bin Mohd Yusof and Encik Ramli
bin Ibrahim, both Directors of Jaya Jusco Stores
Bhd, are also Directors and major shareholders in
AEON Credit Service (M) Sdn Bhd. AEON Co Ltd.
has an indirect interest in AEON Credit Service (M)
Sdn Bhd through AEON Credit Service Co. Ltd.
40
( 1 2 6 9 2 6 - H )
Revaluation Policy on Landed
Properties
There is no revaluation policy on the Company’s landed
properties. The Company adopted the transitional
provisions issued by Malaysian Accounting Standards
Board (MASB) to retain the carrying amount on the
basis of their previous revaluation as stated in page 53
of this Annual Report.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 Statements
For The Year Ended 29 February 2004
JAYA JUSCO STORES BHD
(126926-H)
(INCORPORATED IN MALAYSIA)
Registered Office: 4th Floor, Menara Kausar, Jalan 3/27 A, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Directors’ Report
for the year ended 29 February 2004
The Directors have pleasure in submitting their report and the audited financial statements of the Company
for the year ended 29 February 2004.
Principal activities
The Company is principally engaged in the operations of a chain of superstores selling a broad range of goods
ranging from clothing, food, household goods, other merchandise and shopping center operation. There has
been no significant change in the nature of these activities during the financial year.
Results
RM
Net profit for the year
63,587,683
Reserves and provisions
There were no material transfers to or from reserves and provisions during the year under review except as
disclosed in the financial statements.
Dividend
Since the end of the previous financial year, the Company paid a first and final dividend of 20% less tax
totalling RM12,636,000 in respect of the year ended 28 February 2003 on 22 July 2003.
The first and final dividend recommended by the Directors in respect of the year ended 29 February 2004 is
20% less tax totalling RM12,636,000.
Directors of the Company
Directors who served since the date of the last report are:
Toshiji Tokiwa
Soichi Okazaki
Masato Yokoyama
Tatsuichi Yamaguchi (appointed on 23.7.2003)
Ramli bin Ibrahim
Dato’ Chew Kong Seng @ Chew Kong Huat
Akihito Tanaka (resigned on 23.7.2003)
42
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations of
those who were Directors at year end as recorded in the Register of Directors’ Shareholdings are as follows:
Number of ordinary shares of RM1 each
At
At
1.3.2003
Acquired
Sold
29.2.2004
Shareholdings in which Directors
have direct interest
Soichi Okazaki
Masato Yokoyama
154,000
15,000
15,000
-
10,421,500
150,000
-
-
154,000
15,000
15,000
Shareholdings in which Directors
have indirect interest
Ramli bin Ibrahim
(4,745,500)
(10,000)
5,676,000
140,000
None of the other Directors holding office at 29 February 2004 had any interest in the ordinary shares of the
Company during the financial year.
Directors’ benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to
receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and
receivable by 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, except for certain Directors who may be deemed to
derive a benefit by virtue of those transactions, advisory services and tenancy between the Company and
corporations in which the Directors are deemed to have interest.
There were no arrangements during and at the end of the financial year 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.
Issue of shares
There were no changes in the issued and paid-up capital of the Company during the year.
Options granted over unissued shares
No options were granted to any person to take up unissued shares of the Company during the year.
43
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Significant event during the financial year
During the financial year, the Company entered into a Sale and Purchase Agreement with Santun Abadi Sdn.
Bhd. in respect of the acquisition of a piece of vacant land which is located in Mukim of Cheras, District of
Hulu Langat, measuring an area of approximately 12.65 acres / 550,910 square feet for a total cash
consideration of RM13,772,750 for the purpose of constructing a new shopping center.
Other statutory information
Before the financial statements of the Company were made out, the Directors took reasonable steps to
ascertain that:
i) all known bad debts have been written off and adequate provision made for doubtful debts, and
ii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors are not aware of any circumstances:
i) that would render the amount written off for bad debts, of the amount of the provision for doubtful
debts in the financial statements of the Company inadequate to any substantial extent, or
ii) that would render the value attributed to the current assets in the Company financial statements
misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of
the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated
in the financial statements of the Company misleading.
At the date of this report, there does not exist:
i) any charge on the assets of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or
ii) any contingent liability in respect of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of the Company has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of
the Directors, will or may substantially affect the ability of the Company to meet its obligations as and when
they fall due.
In the opinion of the Directors, except for the change in accounting policy on adoption of MASB 25, Income
Taxes as disclosed in Note 23 to the financial statements, the results of the operations of the Company for the
financial year ended 29 February 2004 have not been substantially affected by any item, transaction or event
of a material and unusual nature nor has any such item, transaction or event occurred in the interval between
the end of that financial year and the date of this report.
44
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Auditors
The auditors, Messrs KPMG Desa Megat & Co., have indicated their willingness to accept re-appointment.
Signed in accordance with a resolution of the Directors:
…………………………………………………………
…………………………………………………………
Soichi Okazaki
Kuala Lumpur,
Date: 21 April 2004
45
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Balance Sheet
at 29 February 2004
Note
Investments
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Taxation
692,849,547
175,209
561,220,942
175,209
4
5
6
146,278,501
30,456,668
82,608,731
114,733,092
23,678,951
87,076,639
259,343,900
225,488,682
408,956,270
6,763,056
299,328,875
5,657,209
415,719,326
304,986,084
(156,375,426)
(79,497,402)
536,649,330
481,898,749
87,750,000
424,577,824
87,750,000
373,626,141
512,327,824
461,376,141
24,321,506
20,522,608
536,649,330
481,898,749
7
8
9
Shareholders’ funds
Long term and deferred liabilities
Deferred tax liabilities
2003
RM
2
3
Net current liabilities
Financed by:
Capital and reserves
Share capital
Reserves
2004
RM
10
- The financial statements were approved and authorised for issue by the Board of Directors on 21 April 2004.
- The notes set out on pages 50 to 68 form an integral part of, and should be read in conjunction with, these financial statements.
46
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S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Income Statement
Note
Revenue
Other operating income
Changes in inventories
Net purchases
Staff costs
Depreciation
Operating expenses
Operating profit
Interest expenses
Interest income
Profit before taxation
Tax expense
11
13
14
2004
RM
2003
RM
1,523,780,510
723,655
31,545,409
(1,149,142,796)
(80,820,930)
(43,720,359)
(187,094,866)
1,368,268,495
1,232,377
21,709,129
(1,022,713,496)
(70,461,328)
(37,988,453)
(169,799,463)
95,270,623
(43,996)
1,061,476
90,247,261
(142,924)
728,699
96,288,103
(32,700,420)
90,833,036
(30,288,018)
63,587,683
60,545,018
Basic earnings per ordinary share (sen)
15
72.5
69.0
Dividend per ordinary share – net (sen)
16
14.4
14.4
The notes set out on pages 50 to 68 form an integral part of, and should be read in conjunction with, these financial statements.
47
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( 1 2 6 9 2 6 - H )
Statement of Changes in Equity
Note
At 1 March 2002
Effect of adopting
MASB 25
Share
capital
RM
Non-distributable
Share
Revaluation
premium
reserve
RM
RM
87,750,000
108,488,040
-
-
87,750,000
108,488,040
35,716,397
-
-
-
-
-
At 28 February 2003
87,750,000
108,488,040
At 1 March 2003
Effect of adopting
MASB 25
87,750,000
108,488,040
-
-
87,750,000
108,488,040
35,199,276
-
-
-
-
-
87,750,000
108,488,040
Note 8
Note 9
23
Restated balance
Dividend - 2002 final
Net gains and losses not
recognised in the
income statement:
Transfer from
revaluation reserve
to retained profits
Restated balance
Dividend - 2003 final
Net gains and losses not
recognised in the
income statement:
Transfer from
revaluation reserve
to retained profits
At 29 February 2004
23
55,351,892
(19,635,495)
(517,121)
Distributable
Retained
profits
RM
175,766,901
5,745,785
Total
RM
427,356,833
(13,889,710)
181,512,686
413,467,123
60,545,018
(12,636,000)
60,545,018
(12,636,000)
517,121
-
35,199,276
229,938,825
461,376,141
55,351,892
223,474,817
475,064,749
(20,152,616)
(517,121)
6,464,008
(13,688,608)
229,938,825
461,376,141
63,587,683
(12,636,000)
63,587,683
(12,636,000)
517,121
-
34,682,155
281,407,629
512,327,824
Note 9
Note 9
48
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Cash Flow Statement
Cash flows from operating activities
Adjustments for:
Depreciation
Interest expense
Interest income
Loss/(Gain) on disposal of property, plant and equipment
Property, plant and equipment written off
2004
RM
2003
RM
96,288,103
90,833,036
43,720,359
43,996
(1,061,476)
105,836
144,248
37,988,453
142,924
(728,699)
(313,093)
422,501
Operating profit before working capital changes
Changes in working capital:
Inventories
Trade and other receivables
Trade and other payables
139,241,066
128,345,122
(31,545,409)
(6,777,717)
109,627,395
(21,709,129)
1,411,839
37,439,759
Cash generated from operations
Income taxes paid
210,545,335
(27,795,675)
145,487,591
(24,802,931)
Net cash generated from operating activities
182,749,660
120,684,660
(175,695,673)
96,625
1,061,476
(91,306,135)
617,046
728,699
(174,537,572)
(89,960,390)
Cash flows from financing activities
Dividend paid to shareholders of the Company
Interest paid
(12,636,000)
(43,996)
(12,636,000)
(467,725)
Net cash used in financing activities
(12,679,996)
(13,103,725)
Net (decrease)/increase in cash and cash equivalents
(4,467,908)
17,620,545
Cash and cash equivalents at beginning of year
87,076,639
69,456,094
Cash and cash equivalents at end of year
82,608,731
87,076,639
Cash and cash equivalents comprise:
Cash and bank balances
Deposits with licensed financial institutions
23,708,731
58,900,000
68,936,639
18,140,000
82,608,731
87,076,639
Cash flows from investing activities
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Interest received
Net cash used in investing activities
49
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Notes to the
Financial Statements
1. Summary of significant accounting policies
The following accounting policies are adopted by the Company and are consistent with those adopted in
the previous years except for the adoption of the following:
(i) MASB 25, Income Taxes;
(ii) MASB 27, Borrowing Cost; and
(iii) MASB 29, Employee Benefits
In addition to the new policies and extended disclosures where required by these new standards, the
effects of the changes in the above accounting policies are disclosed in Note 23 to these financial
statements.
(a) Basis of accounting
The financial statements of the Company are prepared on the historical cost basis except as disclosed
in the notes to the financial statements and in compliance with the provisions of the Companies Act,
1965 and applicable approved accounting standards in Malaysia.
(b) Affiliated company
An affiliated company is a company that holds a long term equity interest of 20% to 50% in the
Company.
(c) Property, plant and equipment
Property, plant and equipment except for freehold land and construction work-in-progress are stated
at cost/valuation less accumulated depreciation and accumulated impairment losses, if any.
Surpluses arising from revaluation are dealt with in the property revaluation reserve account. Any
deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same
property. In all other cases, a decrease in carrying amount is charged to the income statement.
Property, plant and equipment retired from active use and held for disposal are stated at the carrying
amount at the date when the asset is retired from active use, less impairment losses, if any.
Depreciation
Freehold land and construction work-in-progress are not amortised. Long term leasehold land is
amortised over a period of 95-99 years. Buildings are depreciated on a straight-line basis over the
shorter of 50 years or the lease period. The straight-line method is used to write off the cost of the
other assets over the term of their estimated useful lives at the following principal annual rates:
Buildings
Structures
Office equipment
Machinery and equipment
Furnitures, fixtures and fittings
Motor vehicles
IT equipment
2% -
5%
10%
10%
10% - 20%
20%
20%
20%
(d) Investments
Long term investments are stated at cost. An allowance is made when the Directors are of the view
that there is a diminution in their value which is other than temporary.
(e) Trade and other receivables
Trade and other receivables are stated at cost less allowance for doubtful debts, where applicable.
50
J AYA
(f)
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Employee benefits
Defined contribution plans
Obligations for contributions to defined contribution plans are recognised as an expense in the
income statement as incurred.
(g) Liabilities
Trade and other payables are stated at cost.
(h) Inventories
Inventories are stated at the lower of cost and net realisable value with weighted average cost being
the main basis for cost. Cost comprises the weighted average cost of merchandise derived at by using
the Retail Inventory Method. Weighted average cost includes related charges incurred in purchasing
such merchandise.
(i)
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, balances with banks and highly liquid
investments which have an insignificant risk of changes in value.
(j)
Impairment
The carrying amount of assets, other than inventories and financial assets, 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. An impairment loss is recognised
whenever the carrying amount of an asset or the cash-generating unit to which it belongs exceeds its
recoverable amount. Impairment losses are recognised in the income statement.
The recoverable amount is the greater of the asset’s net selling price and its value in use. In assessing
value in use, estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks
specific to the asset. For an asset that does not generate largely independent cash inflows, the
recoverable amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is reversed if there has been a change in the estimates used to determine the
recoverable amount and it 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. The reversal is recognised in the income statement, unless
it reverses an impairment loss on a revalued asset, in which case it is taken to equity.
(k) Income tax
Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in
the income statement except to the extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates
enacted or substantially enacted at the balance sheet date, and any adjustment to tax payable in
respect of previous years.
Deferred tax is provided, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Temporary
differences are not recognised for the initial recognition of assets or liabilities that at the time of the
transaction affects neither accounting nor taxable profit. The amount of deferred tax provided is
based on the expected manner of realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will
be available against which the asset can be utilised.
51
J AYA
(l)
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Foreign currency transactions
Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the
date of the transactions. Assets and liabilities denominated in foreign currencies at the balance sheet
date are translated to Ringgit Malaysia at the foreign exchange rates ruling at that date. Foreign
exchange differences arising on translation are recognised in the income statement.
The closing rates used in the translation of foreign currency assets and liabilities are as follows:
Japanese Yen 100
2004
RM
2003
RM
3.44
3.20
(m) Revenue
i)
Goods sold and services rendered
Revenue from the sale of goods represents gross trading sales, including concessionaires less
returns and discounts and is recognised in the income statement when the significant risks and
rewards of ownership have been transferred to the buyer.
Property management services from shopping center operation which include rental income,
service charge, sales commission and distribution center charges earned are recognised on an
accrual basis.
ii)
Interest income
Interest income is recognised in the income statement as it accrues, taking into account the
effective yield on the asset.
(n) Expenses
52
i)
Operating lease payments
Payments made under operating leases are recognised in the income statement on a straight-line
basis over the term of the lease.
ii)
Interest expense
All interest and other costs incurred in connection with borrowings are expensed as incurred.
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
2. Property, plant and equipment
Balance at
1.3.2003
RM
Cost/Valuation
Freehold land at cost
Leasehold land at
valuation
Buildings at valuation
Leasehold land at cost
Buildings at cost
Structures
Office equipment
Furniture, fixtures and
fittings
Motor vehicles
IT equipment
Construction work-inprogress
Accumulated depreciation
Leasehold land at valuation
Buildings at cost
Structures
Office equipment
Furniture, fixtures and
fittings
Motor vehicles
IT equipment
(Disposal/
Write off)
RM
Addition
RM
Transfer
in/(out)
RM
-
Balance at
29.2.2004
RM
34,696,138
-
-
34,696,138
60,761,004
126,003,413
18,891,139
192,093,185
62,431,142
5,336,529
117,879,319
36,161,734
51,150,420
9,132,905
670,958
43,299,936
(59,718)
(361,101)
(471,428)
3,606,970
1,235,656
894,935
-
60,761,004
126,003,413
58,659,843
244,479,261
72,399,264
5,646,386
160,707,827
106,568,629
3,572,151
517,883
23,055,492
604,980
4,472
(1,002,860)
(159,153)
(262,576)
-
128,621,261
4,017,978
259,779
6,440,734
11,614,776
735,191,266
175,695,673
Balance at
1.3.2003
RM
Charge for
the year
RM
5,356,809
21,891,166
1,557,839
29,639,245
11,418,541
3,009,760
33,784,531
569,322
2,520,068
268,636
4,657,456
6,465,891
450,276
12,566,266
(17,681)
(327,711)
(432,929)
-
5,926,131
24,411,234
1,826,475
34,296,701
17,866,751
3,132,325
45,917,868
64,915,990
1,951,563
444,880
15,713,650
485,869
22,925
(837,677)
(91,559)
(262,570)
-
79,791,963
2,345,873
205,235
173,970,324
43,720,359
(1,970,127)
-
215,720,556
-
(5,737,561)
(2,316,836)
(Disposal/
Write off)
RM
-
Transfer
in/(out)
RM
12,317,949
908,570,103
Balance at
29.2.2004
RM
53
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Net book value
2004
RM
Freehold land at cost
Leasehold land at valuation
Buildings at cost
Structures
Office equipment
Furniture, fixtures and fittings
Motor vehicles
IT equipment
Construction work-in-progress
2003
RM
Depreciation
2003
RM
34,696,138
54,834,873
101,592,179
56,833,368
210,182,560
54,532,513
2,514,061
114,789,959
48,829,298
1,672,105
54,544
12,317,949
34,696,138
55,404,195
104,112,247
17,333,300
162,453,940
51,012,601
2,326,769
84,094,788
41,652,639
1,620,588
73,003
6,440,734
470,986
1,463,008
333,500
5,487,911
5,530,841
427,909
9,887,769
13,905,352
417,266
63,911
-
692,849,547
561,220,942
37,988,453
One of the buildings of the Company is situated on land belonging to a third party.
The leasehold land and buildings stated at Directors’ valuation are based on professional valuation carried
out by an independent firm of valuers in February 1995 using the open market value and on an existing
use basis. In accordance with the transitional provisions issued by Malaysian Accounting Standards Board
("MASB") upon adoption of International Accounting Standard No. 16 (Revised), "Property, Plant and
Equipment", the valuation of these assets have not been updated, and they continue to be stated at their
existing carrying amounts less accumulated depreciation.
Had the leasehold land and buildings been carried at historical cost less accumulated depreciation, the
carrying amount of the revalued assets that would have been included in the financial statements at the
end of the year would be as follows:
Long term leasehold land
Buildings
2004
RM
2003
RM
9,702,240
63,929,969
9,818,959
65,625,892
73,632,209
75,444,851
2004
RM
2003
RM
45,209
130,000
45,209
130,000
175,209
175,209
3. Investments
Long term
Unquoted shares, at cost
Golf membership
Equity investment
54
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
4. Inventories
2004
RM
At cost:
Retail merchandise
Food and others
2003
RM
103,163,667
43,114,834
80,431,999
34,301,093
146,278,501
114,733,092
5. Trade and other receivables
2004
RM
2003
RM
Trade receivables
Less: Allowance for doubtful debts
12,591,191
(1,075,903)
8,521,314
(1,117,038)
Other receivables and prepayments
Rental and utility deposits
11,515,288
3,945,263
14,996,117
7,404,276
4,146,162
12,128,513
30,456,668
23,678,951
Included in trade receivables is an amount of RM719,424 (2003 - RM764,050) due from companies with
common Directors.
Included in other receivables and prepayments is an amount of RM165,228 (2003 - RM57,235) due from
companies with common Directors.
Trade receivables amounted to RM41,135 (2003 - Nil) had been written off against the allowance for
doubtful debts during the year.
6. Cash and cash equivalents
Cash and bank balances
Deposits with licensed financial institutions
2004
RM
2003
RM
23,708,731
58,900,000
68,936,639
18,140,000
82,608,731
87,076,639
55
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
7. Trade and other payables
2004
RM
Trade payables
Other payables and accrued expenses
Progress claim from contractors
Rental and utility deposits
Affiliated company
2003
RM
264,168,417
82,987,406
20,430,337
40,468,812
901,298
203,539,047
54,907,443
7,649,635
32,674,355
558,395
408,956,270
299,328,875
The affiliated company is AEON Co. Ltd., a company incorporated in Japan. The amount due to affiliated
company is non-trade in nature, unsecured, interest free and has no fixed terms of repayment.
Included in other payables and accrued expenses of previous year is an amount of RM8,934 due to a
company with common Director.
8. Share capital
2004
RM
Ordinary shares of RM1.00 each:
Authorised
Issued and fully paid
2003
RM
100,000,000
100,000,000
87,750,000
87,750,000
9. Reserves
2004
RM
Non-distributable
Share premium
Revaluation reserve
Effect of adopting MASB 25 (Note 23)
2003
RM
108,488,040
108,488,040
55,351,892
(20,669,737)
55,351,892
(20,152,616)
34,682,155
35,199,276
143,170,195
143,687,316
274,225,398
7,182,231
223,474,817
6,464,008
281,407,629
229,938,825
424,577,824
373,626,141
Distributable
Retained profits
Effect of adopting MASB 25 (Note 23)
Subject to agreement of the Inland Revenue Board, the Company has sufficient Section 108 tax credit and
tax exempt income to frank all of its retained profits at 29 February 2004 if paid out as dividends.
56
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
10.Deferred tax liabilities
Movement in deferred tax liabilities (prior to offsetting of balances) during the year are as follows:
- capital allowance
- revaluation
Deferred tax assets
General allowance for doubtful debts
At
1.3.2003
RM
Credited to
income statement
(Note 14)
RM
At
29.2.2004
RM
7,008,000
13,688,608
4,000,000
(201,102)
11,008,000
13,487,506
20,696,608
3,798,898
24,495,506
(174,000)
20,522,608
3,798,898
(174,000)
24,321,506
Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off
current tax assets against current tax liabilities and where the deferred taxes relate to the same taxation
authority.
11.Operating profit
2004
RM
2003
RM
Operating profit is arrived at after crediting:
Gain on disposal of property, plant and equipment
Rental income on shopping center operation
and after charging
Allowance for doubtful debts
Auditors’ remuneration
Bad debts written off
Depreciation
Directors’ emoluments
- remuneration
- fees
- retirement emoluments
Loss on disposal of property, plant and equipment
Property, plant and equipment written off
Rental expense
- land
- buildings
- motor vehicles
- equipment
- fixtures and fittings
- hostel
Royalty payable to affiliated company
i)
100,891,109
313,093
91,829,166
120,000
68,040
43,720,359
371,838
110,000
60,380
37,988,453
875,654
930,000
105,836
144,248
926,188
980,000
237,000
422,501
1,022,082
31,725,450
6,096
357,831
830,135
8,061,255
1,022,082
29,582,299
591,226
101,680
382,020
921,960
7,325,945
The estimated monetary value of other benefits not included in salaries and other emoluments
received by the Directors of the Company is RM35,700 (2003 - RM38,872).
57
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
12.Employee information
2004
RM
2003
RM
Salaries and wages
EPF contributions
72,091,454
8,729,476
63,041,026
7,420,302
Staff costs
80,820,930
70,461,328
The average number of full time employees in the Company during the financial year was 3,962
(2003 - 3,613).
13.Interest expenses
2004
RM
Bank overdrafts
Other borrowings
2003
RM
12,340
31,656
12,140
130,784
43,996
142,924
14.Tax expense
Current tax expense
2004
RM
2003
RM
28,901,522
30,265,120
Deferred tax expense (Note 10)
- Origination and reversal of
temporary differences
- Change in accounting policy (Note 23)
Total tax expense
4,000,000
(201,102)
224,000
(201,102)
3,798,898
22,898
32,700,420
30,288,018
Reconciliation of effective tax rate
2004
%
58
2003
RM
%
96,288,103
RM
90,833,036
Income tax using Malaysian tax rates
Non-deductible expenses
28
6
26,960,668
5,739,752
28
5
25,433,250
4,854,768
Tax expense
34
32,700,420
33
30,288,018
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
15.Earnings per ordinary share
Basic earnings per share is calculated by dividing the net profit attributable to shareholders by the number
of ordinary shares during the year.
2004
2003
Net profit attributable to ordinary shareholders (RM)
63,587,683
60,545,018
Number of ordinary shares
87,750,000
87,750,000
2004
RM
2003
RM
12,636,000
12,636,000
16.Dividends
Ordinary
Proposed first and final
dividend of 20% per share less 28% tax
(2003 - 20% per share less 28% tax)
The proposed first and final dividend has not been accounted for in the financial statements.
17.Segmental reporting
Segment information is presented in respect of the Company’s business segment. The primary format,
business segments, is based on the Company’s management and internal reporting structure. There is no
segmental analysis by geographical location as the Company’s operations are principally located in
Malaysia.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that
can be allocated on a reasonable basis. Unallocated items mainly comprise interest-earning assets and
revenue and income taxes.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are
expected to be used for more than one period.
Business segments
The Company comprises the following main business segments:
Retailing
The operations of a chain of superstores selling clothing,
food, household goods and other merchandise.
Property management services
Shopping center operation and distribution center charges earned.
59
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
The business segment analysis is as follows:
Retailing
2004
RM
Business segments
Revenue from
external
customers
Total revenue
Operating profit
Interest expense
Interest income
1,406,242,329
2003
RM
1,262,850,808
Property
management services
2004
2003
RM
RM
117,538,181
105,417,687
1,523,780,510
2003
RM
1,368,268,495
1,406,242,329 1,262,850,808 117,538,181 105,417,687 1,523,780,510 1,368,268,495
95,270,623
(43,996)
1,061,476
90,247,261
(142,924)
728,699
Profit before tax
Tax expense
96,288,103
(32,700,420)
90,833,036
(30,288,018)
Net profit for
the year
63,587,683
60,545,018
893,468,656
58,900,000
768,744,833
18,140,000
952,368,656
786,884,833
Segment assets
Unallocated assets
63,679,652
351,011,159
60,574,453
31,590,971
29,672,808
329,302,741 542,457,497 439,442,092
Total assets
Segment liabilities
Unallocated liabilities
(328,987,173) (251,164,955) (79,969,097) (48,163,920) (408,956,270) (299,328,875)
(31,084,562)
(26,179,817)
Total liabilities
Capital expenditure
Depreciation
Non-cash expenses
other than
depreciation
60
Total
2004
RM
(440,040,832) (325,508,692)
55,086,411
29,275,155
45,690,104
24,592,503
120,609,262
14,445,204
45,616,031
13,395,950
175,695,673
43,720,359
91,306,135
37,988,453
105,725
418,488
38,523
4,013
144,248
422,501
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
18.Operating leases
Leases as lessee
Total future minimum lease payments under non-cancellable operating leases are as follows:
2004
RM
Less than one year
Between one and five years
More than five years
2003
RM
29,926,729
133,860,292
186,521,797
24,132,560
111,296,046
201,653,914
350,308,818
337,082,520
The Company leases a number of land and buildings under operating leases. The leases have initial
periods ranging from 8 to 25 years, with an option to renew the respective leases for another 8 to 15 years.
Other than the above, the Company also leases two levels of store space in a shopping mall under
operating lease. The lease is for an initial period of twelve years, with an option to renew the lease for
another twelve years. The Company also has the option to terminate the lease after the third year in the
event certain conditions stipulated in the lease agreement is not fulfilled. The rental is based on the gross
monthly sales.
19.Commitments
2004
RM
Capital commitments:
Authorised and contracted for
Authorised but not contracted for
2003
RM
32,402,636
4,318,522
38,071,927
87,940,085
36,721,158
126,012,012
61
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20.Related parties
Identity of related parties
The Company has a related party relationship with its Directors and affiliated company.
Transactions with Directors
Significant transactions and balances with companies in which certain Directors have interest other than
those disclosed elsewhere in the financial statements are as follows:
Balances
2004
RM
2003
RM
With companies in which Dato’ Abdullah bin
Mohd Yusof, a Director, has interest:
Abdullah & Zainudin
Amount due to in respect of legal fees payable
Laura Ashley (Malaysia) Sdn. Bhd.
Amount due from in respect of management
fee receivable
Amount due from in respect of reimbursement
of operational payments
AEON Credit Service (M) Sdn. Bhd.
Amount due from in respect of sales through
easy payment scheme financing
-
8,934
19,353
4,656
145,875
42,166
719,424
764,050
-
10,413
19,353
4,656
145,875
42,166
719,424
764,050
-
10,413
With companies in which Ramli bin Ibrahim,
a Director, has interest:
Amount due from in respect of management
fee receivable
Amount due from in respect of sales through
easy payment scheme financing
62
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Transactions
B H D
( 1 2 6 9 2 6 - H )
2004
RM
2003
RM
With companies in which Dato’ Abdullah bin
Mohd Yusof, a Director, has interest:
Abdullah & Zainudin
Legal fees payable
Management fee receivable
Rental income receivable
Sales through easy payment scheme financing
13,200
2,500
70,185
380,144
99,201
370,650
4,357,712
3,886,378
70,185
380,144
99,201
370,650
4,357,712
3,886,378
With companies in which Ramli bin Ibrahim,
a Director, has interest:
Management fee receivable
Rental income receivable
Sales through easy payment scheme financing
The above transactions have been entered into in the normal course of business and have been
established under negotiated terms.
Other related party transactions
Significant related party transactions other than those disclosed elsewhere in the financial statements are
as follows:
Transactions
Affiliated company
Royalty expenses
2004
RM
2003
RM
8,061,255
7,325,945
These transactions have been entered into in the normal course of business and have been established
under negotiated terms.
63
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21.Financial instruments
Financial risk management objectives and policies
Exposure to credit risk, interest rate risk, foreign currency risk and liquidity risk arises in the normal course
of the Company’s business. The Company’s policies for managing each of these risks are summarised
below.
Credit risk
The Company has a credit policy in place and the exposure to credit risk is monitored on an ongoing
basis. Credit evaluations are performed on shopping center tenants and the Company requires all tenants
to place adequate security deposits as stipulated under the tenancy agreement. At balance sheet date, the
Company does not have any major concentration of credit risk on its shopping center tenants. The
maximum exposure to credit risk for the Company was represented by the carrying amount of each
financial asset.
Interest rate risk
The interest rate exposure of the Company is minimal as the Company has no interest bearing financial
liabilities at balance sheet date. Interest earnings financial assets are mainly deposits placed with financial
institutions that generate interest income for the Company.
The management monitors the prevailing interest rates at regular intervals, and maintains an appropriate
level of cash and cash equivalents to finance the working capital requirements and mitigate the effects of
fluctuation in cash flow and liquidity positions of the Company.
In view of the competitive rates that are available from the prevailing banking facilities granted to the
Company to finance its working capital requirements and the prevailing low interest rate scenario, the
interest rate risk is not expected to have a material impact on the Company.
Foreign currency risk
The Company does not have any significant exposure to foreign currency risk as its transactions and
balances are substantially denominated in Ringgit Malaysia.
Liquidity risk
The Company monitors and maintains a level of cash and cash equivalents deemed adequate by
management to finance the Company’s operations and to mitigate the effects of fluctuations in cash
flows.
64
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( 1 2 6 9 2 6 - H )
The following table shows information about the Company’s exposure to interest rate.
Effective interest rates and repricing analysis
In respect of interest-earning financial assets, the following table indicates their effective interest rate at
the balance sheet date and the periods in which they reprice or mature, whichever is earlier:
2004
Effective
interest
rate
per annum
%
Financial assets
Deposits placed with
licensed financial
institutions
2.69
2003
Within
1 year
RM
Total
RM
58,900,000
Effective
interest
rate
per annum
%
58,900,000
2.73
Within
1 year
RM
Total
RM
18,140,000
18,140,000
Fair Values
Recognised financial instruments
In respect of cash and cash equivalents, trade and other receivables and trade and other payables, the
carrying amounts approximate fair value due to the relatively short term nature of these financial
instruments.
The aggregate fair values of other financial assets carried on the balance sheet are shown below:
2004
Financial assets
Long-term investments for which it is:
Practical to estimate fair value
Not practical to estimate fair value
2003
Carrying
Fair
Carrying
Fair
amount
RM
value
RM
amount
RM
value
RM
45,209
130,000
35,000
-
45,209
130,000
35,000
-
It was not practicable to estimate the fair value of an investment representing 13% of the issued ordinary
shares of an unquoted company. That investment is carried at its original cost of RM130,000 (2003 RM130,000) in the balance sheet. At year end, the net tangible assets reported by the unquoted company
were RM17,278,000 (2003 - RM13,368,000).
22.Event subsequent to the balance sheet date
On 3 March 2004, the Company entered into a Sale and Purchase Agreement with Plenitude Holdings
Sdn. Bhd. in respect of the acquisition of a piece of vacant land which is located in Mukim of Tebrau,
District of Johor Bahru, measuring an area of approximately 30 acres / 1,308,035 square feet for a total
cash consideration of RM39,241,050 for the purpose of constructing a new shopping center.
65
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23.Change in accounting policy and prior year adjustment
Change in accounting policy
In the current financial year, the Company adopted three new MASB Standards. The adoption of these
new standards resulted in changes in accounting policies as follows:(i)
MASB 25, Income Taxes, which has been adopted retrospectively. Comparative figures have been
adjusted to reflect the change in this accounting policy;
(ii) MASB 27, Borrowing Costs, which is applied retrospectively. The adoption of this Standard has no
material impact on the financial statements; and
(iii) MASB 29, Employee Benefits, which is applied retrospectively. The adoption of this Standard has no
material impact on the financial statements.
The adoption of MASB 25 has resulted in the recognition in full of all taxable temporary differences.
In the case of revaluation of landed properties, under the approach advocated in MASB 25, an upward
revaluation creates a taxable temporary difference. The Standard therefore requires an enterprise to
recognise a deferred tax liability in respect of assets revaluations, regardless of management’s intention.
Previously, deferred tax liabilities were not recognised as management had no intention to dispose the
revalued properties.
This change in accounting policy, applied retrospectively, has the following impact on results as follow: 2004
RM
2003
RM
Net profit before change in accounting policy
Effect of adopting MASB 25
63,386,581
201,102
60,343,916
201,102
63,587,683
60,545,018
Prior year adjustment
The change in accounting policy due to the adoption of MASB 25 has been accounted for by restating
comparatives and adjusting the opening balance of retained profits at 1 March 2002 and 28 February 2003
as disclosed in Note 24 and the statement of changes in equity respectively.
66
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24.Comparative figures
24.1 The following comparatives have been restated to reflect the change in accounting policy as
explained in Note 23 to the financial statements and to conform with the current year’s
presentation.
As restated
RM
As previously
stated
RM
Balance sheet
Reserves
373,626,141
20,522,608
387,314,749
6,834,000
Income statement
Tax expense
90,833,036
(30,288,018)
90,833,036
(30,489,120)
60,545,018
60,343,916
69.0
68.8
Statement of changes in equity
Revaluation reserve at 1 March 2002
Revaluation reserve at 28 February 2003
35,716,397
35,199,276
55,351,892
55,351,892
Retained profits at 1 March 2002
Retained profits at 28 February 2003
181,512,686
229,938,825
175,766,901
223,474,817
(251,164,955)
(48,163,920)
(263,775,745)
(48,044,339)
Unallocated liabilities
(299,328,875)
(26,179,817)
(311,820,084)
-
Total liabilities
(325,508,692)
(311,820,084)
329,302,741
439,442,092
347,442,741
439,442,092
Unallocated assets
768,744,833
18,140,000
786,884,833
-
Total assets
786,884,833
786,884,833
Basic earnings per ordinary share (sen)
Segment liabilities
Retailing
Segment assets
Retailing
67
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24.2 The following comparatives have been restated to conform with the current year’s presentation.
As restated
RM
Income statement
Staff costs
Operating expenses
As previously
stated
RM
70,461,328
169,799,463
93,835,652
146,425,139
Salaries and wages
EPF contributions
63,041,026
7,420,302
93,835,652
-
Staff costs
70,461,328
93,835,652
Note 12. Employee information
Number of employee
The basis in the number of employees of Company (including Directors) has been changed from
5,214, being the number of employees as at the end of financial year to 3,613 derived based on the
average number of full time employees during the financial year.
68
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Statement by Directors
pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 46 to 68 are drawn up in accordance
with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so
as to give a true and fair view of the state of affairs of the Company at 29 February 2004 and of the results of
their operations and cash flows for the year ended on that date.
Signed in accordance with a resolution of the Directors:
…………………………………………………………
…………………………………………………………
Soichi Okazaki
Kuala Lumpur,
Date: 21 April 2004
Statutory Declaration
pursuant to Section 169(16) of the Companies Act, 1965
I, Poh Ying Loo , the officer primarily responsible for the financial management of Jaya Jusco Stores Bhd., do
solemnly and sincerely declare that the financial statements set out on pages 46 to 68 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 in Kuala Lumpur on 21 April 2004.
………………………………..
Poh Ying Loo
Before me:
69
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Report of the Auditors
to the members of Jaya Jusco Stores Bhd.
We have audited the financial statements set out on pages 46 to 68. The preparation of the financial statements
is the responsibility of the Company’s Directors. Our responsibility is to express an opinion on the financial
statements based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards
require that we plan and perform the audit to obtain all the information and explanations which we consider
necessary to provide us with evidence to give reasonable assurance that the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and
disclosures in the financial statements. An audit also includes an assessment of the accounting principles used
and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation
of information in the financial statements. We believe our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act,
1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of:
i)
ii)
the state of affairs of the Company at 29 February 2004 and its results and cash flows for the year
ended on that date; and
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements of the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the
Company have been properly kept in accordance with the provisions of the said Act.
KPMG Desa Megat & Co.
Firm Number: AF 0759
Chartered Accountants
Abdullah Abu Samah
Partner
Approval Number: 2013/06/04(J)
Kuala Lumpur,
Date: 21 April 2004
70
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Analysis of Shareholdings
analysis of shareholdings as at 26 April 2004
Authorised Share Capital :
RM100,000,000
Paid-up Share Capital
:
RM87,750,000
Class of Shares
:
Ordinary Share of RM1 each
Voting Rights
:
1 vote per Ordinary Share
Size of
Shareholdings
No. of
Shareholders/
Depositors
1 - 99
% of
Shareholders/
Depositors
No. of
Shares Held
% of
Issued Capital
73
5.8871
821
0.0009
100 - 1,000
435
35.0806
376,600
0.4292
1,001 - 10,000
529
42.6613
1,746,008
1.9898
10,001 - 100,000
128
10.3226
4,150,771
4.7302
100,001 - 4,387,499
73
5.8871
36,523,300
41.6220
4,387,500 and above
2
0.1613
44,952,500
51.2279
1240
100.0000
87,750,000
100.0000
TOTAL
Substantial Shareholders as per Register of Substantial Shareholders
No.
Name
No. of shares
Percentage
1
AEON Co. Ltd
40,155,500
45.7612
2
*5,800,000
6.6097
3
Pelita Dekad Sdn Bhd
4,797,000
5.4667
*Includes deemed interest in the shares by virtue of Section 6A(4)(c) of the Companies Act, 1965
Directors’ Interests
No.
Name
Direct Interest
Indirect Interest
1
Dato’ Abdullah Bin Mohd Yusof
154,000
5,646,000
2
Soichi Okazaki
15,000
-
3
Masato Yokoyama
15,000
-
4
Ramli Bin Ibrahim
-
140,000
71
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List of 30 Largest Shareholders
as at 26 April 2004
No.
Name of Shareholders
1
AEON Co., Ltd
2
3
No. of Shares
% of shares held
40,155,500
45.7612
Pelita Dekad Sdn. Bhd.
4,797,000
5.4667
Malaysia Nominees (Tempatan) Sendirian Berhad
2,907,000
3.3128
1,894,800
2.1593
1,859,300
2.1189
1,756,000
2.0011
1,745,000
1.9886
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
4
Cartaban Nominees (Asing) Sdn Bhd
Nordea Bank Danmark A/S for Unibank S.A. Luxembourg
5
HSBC Nominees (Asing) Sdn Bhd
BBH (Lux) SCA for Fidelity Funds ASEAN
6
Abu Dhabi Investment Authority
7
UOBM Nominees (Asing) Sdn Bhd
Banque De Luxembourg for Pam (L) Equities Asian Growth
8
Permodalan Nasional Berhad
1,507,500
1.7179
9
Universal Trustee (Malaysia) Berhad
1,309,500
1.4923
10
Amanah Raya Nominees (Tempatan) Sdn Bhd
1,060,000
1.2080
SBB Emerging Companies Growth Fund
Skim Amanah Saham Bumiputera
11
Syarikat Maluri Sdn Bhd
932,500
1.0627
12
Employees Provident Fund Board
899,900
1.0255
13
Malaysia Nominees (Tempatan) Sendirian Berhad
895,000
1.0199
Great Eastern Life Assurance (Malaysia) Berhad (PAR 2)
14
Status Resources Sdn Bhd
799,000
0.9105
15
793,700
0.9045
757,000
0.8627
651,700
0.7427
644,900
0.7349
620,000
0.7066
605,000
0.6894
SSBT Fund D26J for Emerging Markets Global Small
Capitalization Fund (TEMMUF)
16
Citicorp Nominees (Asing) Sdn Bhd
17
Bumiputra-Commerce Nominees (Tempatan) Sdn. Bhd.
Cititrust Limited for Invesco Asia Balanced Fund (CBHK)
Bumiputra-Commerce Trustee Berhad for Pacific Dana Aman
(3717 TRO1)
18
BBH (Lux) SCA for Fidelity Funds Malaysia
19
HSBCIT HK for Apollo Asia Fund Ltd
20
72
Rozilawati Binti Haji Basir
J AYA
No.
Name of Shareholders
21
22
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
No. of Shares
% of shares held
Rozana Zeti Binti Basir
605,000
0.6894
Roshayati Binti Basir
605,000
0.6894
23
Takuya Okada
600,000
0.6838
24
MCIS Zurich Insurance Berhad
590,700
0.6732
25
Amanah Raya Berhad
590,000
0.6724
560,200
0.6384
507,700
0.5786
485,000
0.5527
SBB Double Growth Fund
26
Government of Singapore Investment Corporation Pte Ltd for
Government of Singapore (C)
27
SBBAM Nominees (Tempatan) Sdn. Bhd.
28
Employees Provident Fund Board
BOB HK for Aberdeen Malaysia Equity Fund
29
John Hancock Life Insurance (Malaysia) Berhad
448,000
0.5105
30
434,000
0.4946
72,015,900
82.0694
The Bank Of Bermuda Ltd Hong Kong Branch for Fidelity Global
Investment Fund (ASIA PAC EQ FD)
TOTAL
73
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Particulars of Properties
D e t a i l s o f J a y a J u s c o S t o r e s B h d ’s p r o p e r t i e s
as at 29 February 2004 are set out below:
74
Land/
Built-up
area
(sq ft)
Date of
Acquisition(A)/
Completion (C)/
Revaluation (R)
Approx.
age of
building
(year)
Tenure
(Year of
expiry for
leasehold)
Net book
value as at
29/2/2004
(RM)
February 1995 (R)
61,713,706
200,316
12
99 years
expiring on
19/12/2089
179,989
51/2
Location
Description/
Existing use
Lot 7041,
Mukim of Bukit Baru,
District of
Melaka Tengah,
Melaka.
Leasehold
commercial land/
Existing two-storey
shopping center
Extension/Renovation
436,036/
Lot 23551,
Mukim of Setapak,
District and State
of Wilayah
Persekutuan.
Leasehold
commercial land/
Two-storey shopping
center and two-storey
car park
368,516/
666,694
February 1995 (R)
11
95 years
expiring on
28/03/2085
93,469,222
Lot PT 21441,
Mukim of Kapar,
District of Klang,
Selangor.
Leasehold
commercial land/
Two-storey shopping
center and
one-storey car park
643,753/
691,414
June 1994 (A)/
October 1995 (C)
8
99 years
expiring on
09/05/2093
71,118,338
Lot PT 162010,
Mukim of Ulu Kinta,
District of Kinta,
Perak.
Freehold land/
Two-storey shopping
center and two
storey car park
609,840/
794,806
April 1996 (A)/
August 1997 (C)
7
Freehold
85,789,523
Lot 49045,
Mukim of Pulai,
District of Johor
Bahru, Johor.
Freehold land/
Two-storey shopping
center including
covered car park
377,490/
483,299
April 2002 (A)/
August 2002 (C)
11/2
Freehold
29,602,479
Lot 4086, Kawasan A,
Mukim Batu,
Daerah Kuala Lumpur,
Wilayah Persekutuan
Leasehold land/
Two-storey shopping
center and two-storey
car park
410,815/
906,497
January 2004 (C)
1 month
99 years
expiring on
April 2101
92,033,997
J AYA
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J AYA J U S C O S T O R E S B H D
Directory
JUSCO TAMAN MALURI
Jalan Jejaka, Taman Maluri,
Cheras, 55100 Kuala Lumpur.
Tel: 03-9285 5222
JUSCO TAMAN MALURI
SHOPPING CENTER
Taman Maluri
Tel: 03-9285 5222
▼
▼
JUSCO BANDAR UTAMA
No. 1, Leboh Bandar Utama,
Bandar Utama, Damansara,
47800 Petaling Jaya,
Selangor Darul Ehsan.
Tel: 03-7726 6266
JUSCO MID VALLEY
AT3 Mid Valley Megamall,
Mid Valley City,
Lingkaran Syed Putra,
59200 Kuala Lumpur.
Tel:03-2284 4800
1 UTAMA
SHOPPING CENTER
Bandar Utama
Tel: 03-7726 6033
JUSCO PERMAS JAYA
No. 1, Jalan Permas Utara,
Bandar Baru Permas Jaya,
81750 Johor Bahru, Johor.
Tel: 07-386 8900
▼
JUSCO PERMAS JAYA
SHOPPING CENTER
Tel: 07-386 0600
▼
JUSCO MELAKA
Leboh Ayer Keroh,
75450 Melaka
Tel: 06-232 4899
JUSCO MELAKA
SHOPPING CENTER
Melaka
Tel: 06-232 4899
▼
JUSCO BANDAR BARU
KLANG
Persiaran Bukit Raja 2,
Bandar Baru Klang, 41150
Klang, Selangor Darul Ehsan.
Tel: 03-3343 9366
▼
BUKIT RAJA
SHOPPING CENTER
Bandar Baru Klang
Tel: 03-3343 2166
JUSCO WANGSA MAJU
Jalan R1, Seksyen 1,
Bandar Baru Wangsa Maju,
53300 Kuala Lumpur.
Tel: 03-4149 7666
ALPHA ANGLE
SHOPPING CENTER
Wangsa Maju
Tel: 03-4149 5288
▼
JUSCO BANDAR PUCHONG
Lot G40, IOI Mall, Batu 9,
Jalan Puchong,
Bandar Puchong Jaya,
47100 Puchong,
Selangor Darul Ehsan.
Tel: 03-8070 1200
JUSCO IPOH
No.2, Jalan Teh Lean Swee,
Off Jalan Sultan Azlan Shah
Utara, 31400 Ipoh,
Perak Darul Ridzuan.
Tel: 05-549 9633
KINTA CITY
SHOPPING CENTER
Ipoh
Tel: 05-548 4668
▼
JUSCO METRO PRIMA
No. 1, Jalan Metro Prima,
52100 Kepong,
Kuala Lumpur
Tel: 03-6257 2121
▼
JUSCO METRO PRIMA
SHOPPING CENTER
Tel: 03-6259 1122
▼
JUSCO TAMAN UNIVERSITI
No. 4, Jalan Pendidikan,
Taman Universiti, 81300
Skudai, Johor Darul Takzim.
Tel: 07-521 8000
▼
JUSCO TAMAN UNIVERSITI
SHOPPING CENTER
Tel: 07-520 8000
75
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Milestones
1984
76
–
JAYA JUSCO STORES SDN BHD established, in response to a request
from Prime Minister Y.A.B. Datuk Seri Dr Mahathir bin Mohamad, to
help modernise the retailing industry in Malaysia.
1985
JUNE
DECEMBER
–
–
The first pilot store, JAYA JUSCO Dayabumi, opened.
The second pilot store, JAYA JUSCO Taman Tun, opened.
1989
JUNE
OCTOBER
–
–
JAYA JUSCO Dayabumi closed.
The first Superstore, JAYA JUSCO Taman Maluri, opened.
1990
JUNE
NOVEMBER
–
–
“Japan Management Training Programme” begun.
28 Malaysian students invited to Japan as “Ambassadors” through the
AEON “1% Club” Programme.
1991
OCTOBER
–
–
JUSCO Melaka was opened and fully operated by Malaysian staff.
The AEON Group’s “Hometown Forest” programme was launched
simultaneously at the inauguration of JUSCO Melaka.
1992
APRIL
–
JUSCO Wangsa Maju (Alpha Angle Shopping Center) our first Shopping
Center, opened.
1994
AUGUST
OCTOBER
–
–
Our Distribution Center begun operations.
Japanese Trainer Programme begun.
1995
JUNE
AUGUST
OCTOBER
–
–
–
JAYA JUSCO Taman Tun Dr. Ismail closed.
JUSCO Bandar Utama (1 Utama Shopping Center) opened.
JUSCO Bandar Baru Klang (Bukit Raja Shopping Center) opened.
1996
DECEMBER
–
JAYA JUSCO STORES BHD was listed on the Main Board of the KLSE.
1997
AUGUST
–
JUSCO Ipoh (Kinta City Shopping Center) opened.
1998
DECEMBER
–
JUSCO Melaka Shopping Center reopened.
1999
DECEMBER
–
JUSCO Mid Valley opened.
2000
DECEMBER
–
–
JUSCO Taman Maluri Shopping Center re-opened.
JUSCO Bandar Puchong opened.
2001
OCTOBER
NOVEMBER
–
–
Launch of WAOH Charity Fund / JUSCO Fest / JUSCO’s 17th Anniversary.
22 Malaysian students and 2 former participants from the 1990 batch were
invited to Japan as ‘Ambassadors’ through the AEON “1% Club” Programme.
2002
APRIL
–
JULY
–
Establishment of Jusco-OUM Retail Center in Alpha Angle Shopping
Center, at Wangsa Maju.
JUSCO Taman Universiti opened, Japan Management Training Programme
reactivated.
2003
JULY
DECEMBER
–
–
WAOH Charity Bazaar.
3000 seedlings were planted in the vicinity of the JUSCO Permas Jaya store
as part of AEON’s environmental campaign, ‘Planting Seeds of Growth’.
2004
JANUARY
–
FEBRUARY
–
–
JUSCO Metro Prima Tree Planting Ceremony was held. 2000 seedlings
were planted.
JUSCO Permas Jaya Shopping Center opened.
JUSCO Metro Prima Shopping Center opened.
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Notice of
Annual General Meeting
NOTICE IS HEREBY GIVEN that the Nineteenth Annual General Meeting of JAYA JUSCO STORES BHD will be
held at Nirwana Ballroom 1, Lower Lobby, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on
Tuesday, 15 June 2004 at 10.30 a.m. for the following purposes:
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements for the year
ended 29 February 2004 together with the Reports of the Directors
and Auditors thereon.
2.
3.
4.
5.
6.
Ordinary Resolution 1
To declare a First and Final Dividend of 20% per share less 28%
income tax for the year ended 29 February 2004.
To approve the payment of Directors’ Fees for the year ended
29 February 2004.
To re-elect the following Directors retiring under Article 74 of the
Company’s Articles of Association :i)
ii)
Mr. Toshiji Tokiwa
iii)
Mr. Soichi Okazaki
iv)
Mr. Masato Yokoyama
v)
vi)
vii) Datuk Zawawi bin Mahmuddin
viii) Dato’ Chew Kong Seng
To re-elect Mr Tatsuichi Yamaguchi who is retiring under Article 80
of the Company’s Articles of Association.
To re-appoint Messrs KPMG Desa Megat & Co. as Auditors of the
Company and to authorise the Directors to fix their remuneration.
As Special Business
To consider and, if thought fit, to pass the following ordinary resolution:
7.
PROPOSED RENEWAL OF EXISTING SHAREHOLDERS’ MANDATE
FOR THE RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE OR TRADING NATURE AND NEW MANDATE FOR AN
ADDITIONAL RECURRENT RELATED PARTY TRANSACTION OF
A REVENUE OR TRADING NATURE (“PROPOSED SHAREHOLDERS’
MANDATE”)
77
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
“THAT approval be and is hereby given to the Company, to enter
and give effect to the recurrent related party transactions of a
revenue or trading nature (hereinafter to be referred to as “Recurrent
Transactions”) with the related parties as stated in Section 2.2 of the
Circular to Shareholders dated 24 May 2004 which are necessary for
the Company’s day-to-day operations subject further to the following:
(i)
the Recurrent Transactions contemplated are in the ordinary
course of business and on terms which are not more favourable
to related parties than those generally available to the public,
and are not to the detriment of the minority shareholders;
(ii) the approval is subject to annual renewal and shall only
continue to be in force until:
(a) the conclusion of the next Annual General Meeting of the
Company following the forthcoming Annual General
Meeting of the Company at which the Proposed
Shareholders’ Mandate is approved, at which time it will
lapse unless by a resolution passed at the Annual General
Meeting the mandate is again renewed;
(b) the expiration of the period within which the next Annual
General Meeting of the Company after the date it is required
to be held pursuant to Section 143(1) of the Companies Act,
1965 (but shall not extend to such extensions as may be
allowed pursuant to Section 143(2) of the Companies Act,
1965); or
(c) revoked or varied by resolution passed by the shareholders
in general meeting,
whichever is the earlier; and
(iii) the disclosure of the breakdown of the aggregate value of the
Recurrent Transactions conducted pursuant to the Proposed
Shareholders’ Mandate in the Annual Report of the Company
based on the following information:
(a) the type of Recurrent Transactions entered into; and
(b) the names of the related parties involved in each type of the
Recurrent Transactions entered into and their relationship
with the Company.
AND THAT the Directors of the Company be and are hereby authorised
to do all acts and things to give full effect to the Recurrent Transactions
contemplated and/or authorized by this resolution, as the Directors of
the Company, in their absolute discretion, deem fit.”
78
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Notice of Dividend Payment
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the Nineteenth Annual General
Meeting, a first and final dividend of 20% per share less 28% income tax in respect of the financial year ended
29 February 2004 will be paid to shareholders on 22 July 2004. The entitlement date for the said dividend shall be
5 July 2004.
A Depositor shall qualify for entitlement to the Dividend only in respect of :
(a) Shares transferred to the Depositor’s securities account before 4.00 p.m. on 5 July 2004 in respect of transfers.
(b) Shares bought on the Bursa Malaysia Securities Berhad on cum entitlement basis according to the Rules of the
Bursa Malaysia Securities Berhad.
BY ORDER OF THE BOARD
SAW BEE LEAN
(MAICSA 0793472)
Secretary
Kuala Lumpur
Date: 24 May 2004
Notes:
1.
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and
vote in his stead. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b)
of the Companies Act, 1965 shall not apply.
2.
A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided
that the provisions of Section 149(1)(c) of the Act are complied with.
3.
Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportions of his shareholdings to be represented by each proxy.
4.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at Tingkat 4,
Menara Kausar, Jalan 3/27A, Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur not less than 48 hours
before the time set for holding the meeting.
5.
If the appointor is a corporation, the instrument appointing a proxy must be executed under its Common Seal
or under the hand of its attorney.
6.
Explanatory Note on the Special Business
Ordinary Resolution 14 on the Proposed Shareholders’ Mandate
The proposed Ordinary Resolution 14, if passed, will empower the Directors from the date of the Nineteenth
Annual General Meeting, to deal with the related party transactions involving recurrent transactions of a revenue
or trading nature which are necessary for the Company’s day-to-day operations. These recurrent related party
transactions are in the ordinary course of business and are on terms not more favourable to the related parties
than those generally available to the public and not to the detriment of the minority shareholders. This authority
unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company
and subject always to provision (ii) of the resolution. The details of the recurrent related party transactions are
set out in the Circular to the Shareholders dated 24 May 2004, which is despatched together with this Annual
Report.
79
J AYA
J U S C O
S T O R E S
B H D
( 1 2 6 9 2 6 - H )
Statement Accompanying Notice of
Annual General Meeting
Pursuant to paragrah 8.28 (2) of the Bursa Malaysia
Securities Berhad listing requirements
1.
Directors standing for re-election at the Nineteenth Annual General Meeting :Pursuant to Article 74 of the Company’s Articles of Association
(a)
(b)
Mr. Toshiji Tokiwa
(c)
Mr. Soichi Okazaki
(d)
Mr. Masato Yokoyama
(e)
(f)
(g)
(h)
Pursuant to Article 80 of the Company’s Articles of Association
(a)
80
2.
Details of attendance of Directors at Board Meetings
There were four Board Meetings held during the financial year ended 29 February 2004. Details of
attendance of the Directors are set out in Statement of Corporate Governance appearing on page 32
of the Annual Report.
3.
Place, Date and Time of Meeting
The Nineteenth Annual General Meeting of the Company will be held at Nirwana Ballroom 1,
Lower Lobby, Mutiara Hotel, Jalan Sultan Ismail, 50250, Kuala Lumpur on Tuesday, 15 June 2004 at
10.30 a.m.
4.
Further details of Directors standing for re-election
Details of Directors standing for re-election are set out in Directors’ Profiles appearing on pages
20-22 of the Annual Report.
PROXY FORM
No. of shares held
JAYA JUSCO STORES BHD
(Company No. 126926-H)
(Incorporated in Malaysia)
I/We,
of
being a member/members of the abovenamed Company, hereby appoint
of
or failing him/her,
of
as my/our proxy to vote for me/us on my/our behalf at the Nineteenth Annual General Meeting of the Company to be held
at Nirwana Ballroom 1, Lower Lobby, Mutiara Hotel, Jalan Sultan Ismail, 50250, Kuala Lumpur on Tuesday, 15 June 2004 at
10.30 am and at any adjournment thereof.
My/our proxy is to vote as indicated below :
No.
Ordinary Resolution
For
Resolution 1
To receive the Audited Financial Statements for the year ended 29 February 2004 together
Against
with the Reports of the Directors and Auditors thereon.
Resolution 2
To declare a First and Final Dividend of 20% per share less 28% income tax
Resolution 3
To approve the payment of Directors’ Fees
Resolution 4
Re-election of Dato’ Abdullah bin Mohd Yusof
Resolution 5
Re-election of Mr. Toshiji Tokiwa
Resolution 6
Re-election of Mr. Soichi Okazaki
Resolution 7
Re-election of Mr. Masato Yokoyama
Resolution 8
Re-election of Encik Ramli bin Ibrahim
Resolution 9
Re-election of Brig. Jen. (B) Dato’ Mohd Idris bin Saman
Resolution 10
Re-election of Datuk Zawawi bin Mahmuddin
Resolution 11
Re-election of Dato’ Chew Kong Seng
Resolution 12
Re-election of Mr. Tatsuichi Yamaguchi
Resolution 13
Re-appointment of KPMG Desa Megat & Co. as Auditors
Resolution 14
Proposed Shareholders’ Mandate
[Please indicate with an “X” in the spaces provided whether you wish your votes to be cast for or against the resolutions.
In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit.]
Dated this
day of
2004
Signature:
Shareholder or Common Seal
NOTE :
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy may
but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of
Section 149(1)(c) of the Act are complied with.
3. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his shareholdings
to be represented by each proxy.
4. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Tingkat 4, Menara Kausar, Jalan 3/27A,
Seksyen 1, Bandar Baru Wangsa Maju, 53300 Kuala Lumpur not less than 48 hours before the time set for holding the meeting.
5. If the appointer is a corporation, the instrument appointing a proxy must be executed under its Common Seal or under the hand of its attorney.
Place
Stamp
Here
The Company Secretary:
JAYA JUSCO STORES BHD (Company No.: 126926-H)
Tingkat 4, Menara Kausar, Jalan 3/27A, Seksyen 1,
Bandar Baru Wangsa Maju, 53300 Kuala Lumpur.
The 20th Anniversary logo signifies
JUSCO’s celebration of 20 years of
business in Malaysia. The bold styling is
remindful of JUSCO’s trusted and longestablished status while the ‘bright’ zero
reflects the customer’s correct choice.
The colours of the logo – red, pink, orange
and yellow – are pleasant, representing
the pleasant shopping environment
JUSCO provides for our clientele.

proxy form

Transcription

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