ATLAN-AnnualReport2011

Transcription

ANNUAL REPORT
LAPORAN TAHUNAN
(173250-W )
Correspondence address :
16th Floor, Menara Atlan
161B, Jalan Ampang
50450 Kuala Lumpur
http ://www.atlan.com.my
Tel : 6 0 3 2 1 7 9 2 0 0 0
Fax : 6 0 3 2 1 7 9 2 3 9 0
ATLAN HOLDINGS BHD | ANNUAL REPORT | LAPORAN TAHUNAN 2011
ATLAN HOLDINGS BHD
2011
Corporate Information ..................................................... 2
Corporate Structure ........................................................... 3
Profile of Directors ............................................................. 4
Financial Highlights ........................................................... 7
Chairman Statement ............................................................. 8
Additional Compliance Information ...................... 19
Audit Committee Report .................................................. 21
Statement on Internal Control ................................ 25
Corporate Social Responsibility ................................. 27
Financial Statements .......................................................... 29
Analysis of Shareholdings ........................................... 138
List of Properties ................................................................ 141
Notice of Annual General Meeting ........................ 145
Proxy Form
table of contents
Statement on Corporate Governance .................... 14
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Corporate Information
BOARD OF DIRECTORS
Dato’ Sri Adam Sani Bin Abdullah
Chairman
Non-Executive Director
Tengku Abdul Rahman Ibni Sultan Haji
Ahmad Shah Al-Mustain Billah, DK II, SSAP
Independent Non-Executive Director
Lee Sze Siang
Executive Director
Dato’ Shagul Hamid Bin K.R. Williams @ Abdullah
Ong Bok Siong
Executive Director
Mohd Sharif Bin Hj Yusof
Dato’ Woo Hon Kong
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @
Dollah Bin Amad
AUDIT COMMITTEE
CORRESPONDENCE ADDRESS
Mohd Sharif Bin Hj Yusof (Chairman)
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah
Bin Amad
16th Floor, Menara Atlan, 161B Jalan Ampang
50450 Kuala Lumpur, Malaysia
Tel: 603 – 2179 2000
Fax: 603 – 2179 2390
Web: http://www.atlan.com.my
REMUNERATION COMMITTEE
Dato’ Sri Adam Sani Bin Abdullah (Chairman)
Bin Amad
NOMINATION COMMITTEE
Dato’ Sri Adam Sani Bin Abdullah (Chairman)
Tengku Abdul Rahman Ibni Sultan Haji Ahmad Shah
Al-Mustain Billah, DK II, SSAP
COMPANY SECRETARIES
Chua Siew Chuan (MAICSA 0777689)
Thum Sook Fun (MAICSA 7025619)
SHARE REGISTRAR
Symphony Share Registrars Sdn Bhd (378993-D)
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46, 47301 Petaling Jaya
Selangor, Malaysia
Tel: 603 – 7841 8000
Fax: 603 – 7841 8151 / 8152
PRINCIPAL BANKERS
Affin Bank Berhad
Bank Islam Malaysia Berhad
RHB Bank Berhad
AUDITORS
REGISTERED OFFICE
Level 4, Wisma Atlan, 8 Persiaran Kampung Jawa
11900 Bayan Lepas, Penang, Malaysia
Tel: 604 – 641 3200
Fax: 604 – 641 3303
Ernst & Young
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
INVESTOR RELATIONS
STOCK EXCHANGE LISTING
Ong Bok Siong
16th Floor, Menara Atlan, 161B Jalan Ampang
Tel: 603 – 2179 2000
Fax: 603 – 2179 2390
Email: [email protected]
Main Market of Bursa Malaysia Securities Berhad
Stock Name: Atlan
Stock Code: 7048
Stock Sector: Industrial Products
Date Listing: 15 January 1996
2
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Corporate Structure
as at 15 June 2011
%
100%
Atlan Properties Sdn. Bhd.
38.06%
6%
Naluri Corporation Berhad
57.67%
%
%
100%
Atlan Assets Sdn. Bhd.
%
100%
Belia Karisma Sdn. Bhd.
%
100%
Naluri Properties Sdn. Bhd.
%
100%
United Industries Holdings Sdn. Bhd.
50%
%
100%
Naluri International Limited
TRIM Capital Management (M) Sdn. Bhd.
T
50%
%
28%
United Filter Sdn. Bhd.
69%
%
100%
%
100%
Trifiniti Networks Sdn. Bhd.
Atlan Management Sdn. Bhd.
100%
%
%
70%
United Industries Sdn. Bhd.
100%
%
100%
%
United Sanoh Industries Sdn. Bhd.
100%
%
%
100%
Atlan Development Sdn. Bhd.
100%
%
Atlan Capital Sdn. Bhd.
51%
%
MHS Land Sdn. Bhd.
81.15%
5%
100%
%
%
100%
Duty Free International Limited
Ocean Pride Sdn. Bhd.
Zon Hospitality Services Sdn. Bhd.
RZ Equities Sdn. Bhd.
100%
%
International Aviation Consultants Sdn. Bhd.
%
100%
Timeless Image Sdn. Bhd.
%
100%
Blossom Time Sdn. Bhd.
100%
%
100%
%
100%
%
100%
100%
%
United Vehicles Industries
Sdn. Bhd.
100%
%
100%
Darul Metro Sdn. Bhd.
100%
DFZ Capital Berhad
100%
Selasih Ekslusif Sdn. Bhd.
100%
Winner Prompt Sdn. Bhd.
100%
1
Front Top (M) Sdn. Bhd.
Seruntun Maju Sdn. Bhd.
100%
Binamold Sdn. Bhd.
100%
Tenggara Senandung Sdn. Bhd.
100%
DFZ Asia Sdn. Bhd.
100%
Orchard Boulevard Sdn. Bhd.
Arah Induk Sdn. Bhd.
Seven Wonders Of The World Sdn. Bhd.
100%
%
Principal Assets Pte. Ltd.
100%
%
Radiant Ranch Sdn. Bhd.
Scandinavian Avionics (Malaysia) Sdn. Bhd.
UVI Advance Technology Sdn. Bhd.
Emas Kerajang Sdn. Bhd.
100%
Atlan Technology Sdn. Bhd.
Atlan Orient Sdn. Bhd.
Kadar Prisma Sdn. Bhd.
Gardenia Success Sdn. Bhd.
1%
100%
%
25%
%
UEW Plastic Industries Sdn. Bhd.
81%
Tegapasti Sdn. Bhd.
100%
%
Freighter Industries (M) Sdn. Bhd.
19%
100%
%
100%
Danco Marketing Sdn. Bhd.
100%
100%
%
Kelana Megah Sdn. Bhd.
100%
%
Cergasjaya Properties Sdn. Bhd.
100%
%
Black Forest Golf And Country Club Sdn. Bhd.
100%
%
Gold Vale Development Sdn. Bhd.
PT DFZ Indon
DFZ Trading Sdn. Bhd.
99%
100%
%
DFZ Emporium Sdn. Bhd.
%
100%
Cergasjaya Sdn. Bhd.
%
51%
Melaka Duty Free Sdn. Bhd.
100%
%
DFZ Duty Free Supplies Sdn. Bhd.
100%
%
Jasa Duty Free Sdn. Bhd.
100%
%
Wealthouse Sdn. Bhd.
100%
%
DFZ (M) Sdn. Bhd.
100%
%
Zon Emporium Sdn. Bhd.
100%
%
Jelita Duty Free Supplies Sdn. Bhd.
100%
%
First Influx Sdn. Bhd.
100%
%
DFZ Duty Free (Langkawi) Sdn. Bhd.
100%
%
Media Zone Sdn. Bhd.
100%
%
DFZ Tours & Travel Sdn. Bhd.
100%
%
Fleet Car Hire & Tours Sdn. Bhd.
3
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Profile of Directors
DATO’ SRI ADAM SANI BIN ABDULLAH
Chairman
DATO’ SRI ADAM SANI BIN ABDULLAH, a Malaysian, age 55, was appointed as Chairman of the Company on 16
June 2000.
Dato’ Sri Adam is a self-made entrepreneur. He received his primary education in Malaysia and secondary education
in the United Kingdom. He has been involved in plantation, insurance, property investment and property management
businesses in Hong Kong, United Kingdom, Singapore and Malaysia for more than 30 years.
Dato’ Sri Adam also serves as Chairman of the Remuneration and Nomination Committees of the Company. He is
also the Executive Chairman of Naluri Corporation Berhad and Non-Executive Chairman of Duty Free International
Limited (formerly known as Esmart Holdings Limited), a company listed on the Catalist Board of the Singapore
Exchange Securities Trading Limited.
Dato’ Sri Adam does not have any family relationship with any director. Mr. Sebastian Paul Lim Chin Foo, a substantial
shareholder of the Company, is the son of Dato’ Sri Adam.
Dato’ Sri Adam has no conflict of interests with the Company.
LEE SZE SIANG
Executive Director
LEE SZE SIANG, a Malaysian, age 40, was appointed as Executive Director of the Company on 16 June 2000. He
was re-designated to Non-Executive Director on 27 December 2004 and subsequently re-designated as Executive
Director of the Company on 8 October 2008.
He holds a professional qualification from the Australian Society of Certified Practicing Accountants. He is also a
member of the Malaysian Institute of Accountants. Previously, he was with KPMG, a firm of public accountants.
He is a Director of Naluri Corporation Berhad and Executive Director (Finance and Corporate Services) of Duty Free
International Limited (formerly known as Esmart Holdings Limited), a company listed on the Catalist Board of the
Singapore Exchange Securities Trading Limited.
Lee Sze Siang does not have any family relationship with any director and/or major shareholder of the Company
and has no conflict of interests with the Company.
ONG BOK SIONG
Executive Director
ONG BOK SIONG, a Malaysian, age 52, was appointed as Executive Director of the Company on 26 August 2010.
He holds a Bachelor of Laws degree from the University of London, United Kingdom. He also holds a Bachelor of
Science degree in Building Economics and Quantity Surveying (first class honours) from the Heriot-Watt University,
Scotland, United Kingdom and Diploma in Building Technology from Tunku Abdul Rahman College.
Ong Bok Siong started his career in the construction and property industry in 1983 and had since been involved in
mega construction and property development projects. He was the Chief Executive Officer and Executive Director
of Meda Inc. Berhad and Group CEO of Andaman Consolidated Sdn. Bhd. Group before joining DFZ Capital Berhad
Group.
Ong Bok Siong does not have any family relationship with any director and/or major shareholder of the Company
and has no conflict of interests with the Company.
4
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Profile of Directors (cont’d)
TENGKU ABDUL RAHMAN IBNI SULTAN HAJI AHMAD SHAH AL-MUSTAIN BILLAH,
DK II, SSAP
TENGKU ABDUL RAHMAN IBNI SULTAN HAJI AHMAD SHAH AL-MUSTAIN BILLAH, a Malaysian, age 51, was
appointed as an Independent Non-Executive Director of the Company on 9 October 2000.
He was educated at Harrow College, United Kingdom in Business Administration. He was a Director on the Board
of Public Bank Berhad, from 1983 to March 2011. He also served as a Director for Public Islamic Bank Berhad and
Public Investment Bank Berhad till March 2011.
Tengku Abdul Rahman also serves as a member of the Nomination Committee of the Company.
He does not have any family relationship with any director and/or major shareholder of the Company and has no
conflict of interests with the Company.
DATO’ SHAGUL HAMID BIN K.R. WILLIAMS @ ABDULLAH
DATO’ SHAGUL HAMID BIN K.R. WILLIAMS @ ABDULLAH, a Malaysian, age 62, was appointed as an Independent
Non-Executive Director of the Company on 30 December 2004.
He holds B.A. (Hons), 2nd Lower, Degree in English Studies, University of Malaya (1973). He joined the Pensions
Division of Public Services Departments as Assistant Director in 1973 and was subsequently promoted and has
held various positions in the Public Sector. His last held position as a full-time public servant was as Head of
Languages Division in the National Institute of Public Administration Kuala Lumpur (INTAN) in 1997. However, he
had been back several times in the Public Sector, to hold several contract positions.
Dato’ Shagul serves as a member of the Audit and Nomination Committees of the Company. He does not have
any family relationship with any director and/or major shareholder of the Company and has no conflict of interests
with the Company.
JENERAL (B) DATO’ SRI ABDULLAH BIN AHMAD @ DOLLAH BIN AMAD
JENERAL (B) DATO’ SRI ABDULLAH BIN AHMAD @ DOLLAH BIN AMAD, a Malaysian, age 62, was appointed as
an Independent Non-Executive Director of the Company on 26 January 2011.
He is graduated from Royal Air Force Staff College in Bracknell, United Kingdom in 1982. He holds Master Degree
in International Relations and Strategic Studies from University of Lancaster, United Kingdom in 1986. He joined
the Royal Malaysian Air Force (“RMAF”) in 1968 as a cadet officer and had served the RMAF for 36 years before
retiring as the Chief of RMAF in 2004 with last rank as General.
He serves as a member of the Audit and Remuneration Committees of the Company.
5
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Profile of Directors (cont’d)
DATO’ WOO HON KONG
DATO’ WOO HON KONG, a Malaysian, age 46, was appointed as Non-Executive Director of the Company on 24
April 2002. He was re-designated to the Executive Director position on 5 July 2002 and subsequently re-designated
as Non-Executive Director of the Company on 30 October 2008.
He holds a Bachelor of Laws degree from the University of Canterbury, New Zealand. He started his career in 1988
as a legal assistant and joined a mid size legal firm as a partner in 1989 until 1994. He subsequently oversees the
management and financial matters of companies involved in real estate and equities market locally and overseas
prior to joining Atlan Group.
Dato’ Woo does not hold directorship in any other public companies in Malaysia. He does not have any family
relationship with any director and/or major shareholder of the Company and has no conflict of interests with the
Company.
MOHD SHARIF BIN HJ YUSOF
MOHD SHARIF BIN HJ YUSOF, a Malaysian, age 72, was appointed as an Independent Non-Executive Director
of the Company on 23 January 2009.
He is a Fellow Member of the Institute of Chartered Accountants, England and Wales, an Associate Member of the
Malaysian Institute of Accountants and a Member of the Malaysian Institute of Certified Public Accountants. He has
had more than 20 years experience in the government and financial sectors, serving the Selangor State Government,
Bumiputra Merchant Bankers Berhad (now known as CIMB Bank Berhad) and thereafter British American Life &
General Insurance Co. Bhd. (now known as Manulife Insurance (Malaysia) Berhad) where he held the position of
Senior Vice President, Finance/Company Secretary at the time he retired.
He serves as Chairman of the Audit Committee of the Company.
He currently sits on the board of Ireka Corporation Berhad and Axis Reit Managers Berhad.
6
28/02/2002 28/02/2003 29/02/2004 28/02/2005 28/02/2006 28/02/2007 29/02/2008 28/02/2009 28/02/2010 28/02/2011
(80)
(60)
(40)
(20)
0
20
40
0
100,000
200,000
300,000
400,000
2003
2004
2005
2006
2007
2002
2003 2004 2005
2008
2010 2011
2010 2011
2009
2006 2007 2008 2009
Shareholders Return
Earnings Per Share-Basic (sen)
2002
0
3
6
9
12
15
18
(120,000)
(80,000)
(40,000)
0
2002
2006 2007
2006 2007
2008 2009
2010
2008 2009
Dividend Performance
Dividend per share (sen)
2003 2004 2005
2003 2004 2005
2002
2011
2010
2011
I
40,000
80,000
120,000
Profitablity Trend
Profit/(loss) before tax (RM’000)
(173250-W)
500,000
600,000
700,000
800,000
Revenue Growth (RM’000)
Revenue (RM’000) 34,475 36,576 107,296 129,395 148,655 145,378 110,155 650,062 702,231 744,789
Profit/(loss) before tax (RM’000) (917)
2,235 12,034 10,108 15,382 (117,606)
4,636 59,997 116,841 73,700
Profit/(loss) for the year (RM’000) (891)
1,658 8,169 6,839 14,139 (116,888)
3,585 44,322 105,469 50,265
Paid-up Capital (RM’000) 17,929 17,929 129,585 192,390 192,390 192,434 210,008 235,400 253,650 253,650
Total Equity (RM’000) 19,157 20,815 234,242 323,111 324,254 193,946 230,409 355,239 396,153 411,671
Net Assets Per Share (RM)
1.07 1.16 1.16 1.67 1.67 1.00 1.10 1.32 1.38 1.26
Earnings Per Share - Basic (sen) (4.97)
4.62 5.82 4.44 7.32 (60.77)
1.81 19.36 39.76 12.11
Dividend per share (sen) –
1.00 2.50 2.00 4.00 –
–
7.00 15.00 17.00
Share Dividend #
#
# 1 share for every existing 20 shares
Financial year ended ATLAN HOLDINGS BHD
annual report 2011
Financial Highlights
7
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Chairman Statement
Bismillahir Rahmanir Rahim
Assalamu Alaikum wa Rahmatullahi wa Barakatuh
On Behalf of the Board of Directors, it is my great pleasure to present the Annual Report and Financial Statements
of Atlan Holdings Bhd. (“Atlan”) for the financial year ended 28 February 2011 (“financial year 2011”).
FINANCIAL PERFORMANCE
During the financial year under review, Atlan and its subsidiaries (“Atlan Group”) achieved revenue of RM744.79
million from its operations. This is 6.06% higher than the revenue recorded for the previous financial year of
RM702.23 million. However, Atlan Group achieved a lower profit after taxation of RM50.27 million, as compared to
the previous year of RM105.47 million, which was mainly due to one-time cost of acquisition and reorganisation
of RM40.50 million for the restructuring of DFZ Capital Berhad (“DFZ”) and Darul Metro Sdn. Bhd. (“DMSB”) into
Duty Free International Limited (“DFI”).
CORPORATE DEVELOPMENTS
Financial year 2011 has been an exciting year for Atlan Group marked by many significant corporate developments.
Atlan embarked on a corporate exercise that involved DFI (formerly known as Esmart Holdings Limited (“Esmart”)),
in a RM670.59 million reverse takeover (“RTO”) which was successfully completed in the final quarter of financial
year 2011. With it, the former ailing electronics business of Esmart was disposed off and Atlan’s vibrant subsidiaries,
DFZ and DMSB, were injected into DFI.
Following the completion of the RTO exercise and the ensuing mandatory general offer, Atlan now owns 81.15% of
DFI which in turn owns 100% of both DFZ and DMSB. DFZ was de-listed from the Official List of Bursa Malaysia
Securities Berhad on 17 March 2011.
On 19 November 2010, Blossom Time Sdn. Bhd. (“BTSB”) and Radiant Ranch Sdn. Bhd. (“RRSB”), both wholly
owned subsidiaries of Atlan entered into two separate conditional sale and purchase agreements (“SPAs”) with
Utara Malaya Realty Sdn. Bhd. for the disposal of the following lands for a total cash consideration of RM145 million:
•
Six pieces of freehold land owned by BTSB measuring approximately 43.95 acres, located at North-East
District, Penang for a sale consideration of RM104.4 million; and
•
One piece of freehold land owned by
RRSB measuring approximately 17.08
acres, located at North-East District
Penang for a sale consideration of
RM40.6 million.
On 30 May 2011, the abovementioned
transactions were completed.
On 17 March 2011, Tegapasti Sdn. Bhd., a
wholly owned subsidiary of Atlan, entered
into a conditional SPA to dispose off two
pieces of freehold land in Batu Ferringhi,
Penang to Glass Bay Sdn. Bhd. for a
total cash consideration of RM33 million.
The proposed disposal is expected to be
completed before the end of third quarter
of financial year 2012.
8
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Chairman Statement (cont’d)
SHARE BUY-BACK AND DISTRIBUTION OF TREASURY SHARES
In the financial year under review, Atlan purchased with internally generated funds, 1,318,600 ordinary shares for
a total consideration of RM4.6 million (inclusive of transaction cost).
On 18 June 2010, Atlan distributed 12,000,474 treasury shares costing RM34.99 million as share dividends in
respect of the financial year ended 28 February 2011, on the basis of one treasury share for every twenty ordinary
shares held on the entitlement date of 27 May 2010. As at 28 February 2011, a total of 1,648,649 shares were still
held as treasury shares.
OUTLOOK
The completion of the acquisition and
reorganisation exercise marks a significant
milestone in the history of Atlan Group as it will
assist to increase the international profile and
stature of the Atlan Group whereby we hope to
benefit from strong institutional audience and
multi national diversified investors base. Atlan
and DFZ via DFI would also be better placed
to strategize its duty-free business beyond
Malaysia as the Atlan Group is now well-placed
to tap internationally into additional product
ranges and resources, amongst others.
Atlan expects to deliver improved performance
in the coming year. Together with DFI, the other
businesses within the Atlan Group are also
expected to continue to improve their respective
operations. Menara Atlan at Jalan Ampang, Kuala Lumpur enjoys reasonable occupancy despite the increased
supply of office space in the locality. United Industries Group managed to secure a number of new contracts
capitalising on the better demand in the automotive industry.
ACKNOWLEDGEMENT
We are pleased to have on Board, the Independent Director Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah
Bin Amad, who has been involved in various businesses after his retirement from the military. Jeneral (B) Dato’ Sri
Abdullah replaces General Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed (Rtd) who has now moved on to be the
Independent Director of DFI, where he continues to contribute his knowledge and expertise to the Atlan Group.
On behalf of the Board, I would like to express my utmost appreciation to the Government and its officers for
constantly providing us invaluable advice and assistance.
I would like to thank all our shareholders, bankers, customers, suppliers, business partners, management and staffs
for their continued support.
On my part, I remain your humble and obedient servant and pledge to continue my commitment and diligence to
the Atlan Group.
Thank you.
Wasallamu Alaikum wa Rahmatullahi wa Barakatuh
Adam Sani Bin Abdullah
Chairman
23 June 2011
9
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Penyata Pengerusi
Bismillahir Rahmanir Rahim
Assalamu Alaikum wa Rahmatullahi wa Barakatuh
Bagi Pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan
Atlan Holdings Bhd. (“Atlan”) bagi tahun kewangan berakhir 28 Februari 2011 (“tahun kewangan 2011”).
PRESTASI KEWANGAN
Pada tahun kewangan yang dikaji, Atlan beserta anak-anak syarikatnya (“Kumpulan Atlan”) telah mencapai perolehan
sejumlah RM744.79 juta, melalui operasi-operasinya. Ini adalah 6.06% lebih tinggi daripada perolehan yang
direkodkan untuk tahun kewangan sebelumnya, iaitu sebanyak RM702.23 juta. Walaubagaimanapun, Kumpulan
Atlan mencatat keuntungan selepas cukai yang berkurangan iaitu sebanyak RM50.27 juta berbanding dengan tahun
sebelumnya iaitu RM105.47 juta, yang sebahagian besarnya disebabkan oleh kos pemerolehan dan penyusunan
semula berjumlah RM40.50 juta ke atas penstrukturan DFZ Capital Berhad (“DFZ”) dan Darul Metro Sdn. Bhd.
(“DMSB”) ke dalam Duty Free International Limited (“DFI”).
PERKEMBANGAN SYARIKAT
Tahun kewangan 2011 merupakan tahun yang menarik bagi Kumpulan Atlan dengan adanya banyak perkembangan
syarikat yang signifikan. Atlan telah memulakan satu procedur syarikat yang melibatkan DFI (dahulunya dikenali
sebagai Esmart Holdings Limited (“Esmart”)), dalam satu Pengambilalihan Berbalik (“RTO”) yang berjumlah RM670.59
juta, yang telah berjaya disempurnakan pada suku terakhir tahun kewangan 2011. Dengan ini, perniagaan Esmart
yang dulunya berteraskan elektronik, yang menghadapi kemerosotan global, telah dilupuskan, dan digantikan oleh
perniagaan- perniagaan maju dari anak-anak syarikat Atlan, iaitu DFZ dan DMSB.
Berikutan dengan sempurnanya procedur RTO ini dan
disusuli oleh tawaran am mandatori, Atlan sekarang
ini memiliki 81.15% DFI dan DFI memiliki 100% DFZ
dan DMSB. Seterusnya DFZ telah dikeluarkan dari
Senarai Rasmi Bursa Malaysia Securities Berhad
pada 17 Mac 2011.
Pada 19 November 2010, anak-anak syarikat milik
penuh Atlan iaitu Blossom Time Sdn. Bhd. (“BTSB”)
dan Radiant Ranch Sdn. Bhd. (“RRSB”), telah
menandatangani dua perjanjian jual beli bersyarat
(“SPA”) dengan Utara Malaya Realty Sdn. Bhd. untuk
pelupusan tanah-tanah seperti berikut, dengan
imbalan tunai sebanyak RM145 juta:
•
Enam bidang tanah pegangan bebas yang dimiliki oleh BTSB berkeluasan sebanyak 43.95 ekar, yang terletak
di Mukim Timur Laut, Pulau Pinang untuk imbalan tunai sebanyak RM104.4 juta; dan
•
Sebidang tanah pegangan bebas yang dimiliki oleh RRSB berkeluasan sebanyak 17.08 ekar, yang terletak
di Mukim Timur Laut, Pulau Pinang untuk imbalan tunai sebanyak RM40.6 juta.
Urusniaga-urusniaga yang tersebut di atas telah disempurnakan pada 30 Mei 2011.
Pada 17 Mac 2011, Tegapasti Sdn. Bhd., sebuah anak syarikat milik penuh Atlan, telah menandatangani SPA
bersyarat untuk melupuskan dua bidang tanah pegangan bebas di Batu Ferringhi, Pulau Pinang kepada Glass Bay
Sdn. Bhd., dengan imbalan tunai sebanyak RM33 juta. Cadangan pelupusan tanah dijangka akan disempurnakan
pada akhir suku ketiga tahun kewangan 2012.
10
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Penyata Pengerusi (samb)
PEMBELIAN BALIK SAHAM DAN PENGAGIHAN SAHAM PERBENDAHARAAN
Pada tahun kewangan yang dikaji, Atlan telah membeli balik
1,318,600 saham bernilai RM4.6 juta (termasuk kos), dibiayai
dengan dana dalaman.
Pada 18 Jun 2010, Atlan telah mengagihkan sebanyak 12,000,474
saham perbendaharaan yang berjumlah RM34.99 juta sebagai
dividen saham bagi tahun kewangan berakhir 28 Februari 2011,
berasaskan satu saham perbendaharaan untuk setiap dua puluh
saham biasa yang dipegang pada 27 Mei 2010. Pada 28 Februari
2011, sejumlah 1,648,649 saham masih dipegang sebagai saham
perbendaharaan.
TINJAUAN PERNIAGAAN
Penyempurnaan procedur pemerolehan dan penyusunan
semula ini merupakan satu peristiwa penting dalam sejarah
Kumpulan Atlan kerana ia akan membantu meningkatkan profil
antarabangsa dan reputasi Kumpulan di mana kami berharap
akan memperolehi manfaat dari institusi pemerhati yang kukuh
dan pengkalan pelabur multinasional yang pelbagai. Atlan dan
DFZ melalui DFI juga akan mempunyai kedudukan yang kukuh
untuk memperluaskan perniagaan bebas cukai Kumpulan ke
luar Malaysia kerana Kumpulan Atlan sekarang berada di tempat
terbaik, untuk menggunakan berbagai produk tambahan dan
sumber di peringkat antarabangsa, di antara lainnya.
Atlan menjangka akan memberikan prestasi yang lebih baik di tahun hadapan. Bersama-sama dengan DFI,
perniagaan-perniagaan lain dalam Kumpulan juga diharapkan akan terus mempertingkatkan operasi masing-masing.
Menara Atlan di Jalan Ampang mencapai kadar penyewaan ruang pejabat yang membanggakan walaupun ruang
pejabat di kawasan sekitarnya bertambah. Kumpulan United Industries berjaya mendapatkan sejumlah kontrak
baru dan sedang berkembang dengan permintaan yang lebih baik dalam industri otomotif.
UCAPAN TERIMA KASIH
Kami mengalu-alukan kedatangan Pengarah Bebas, Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin Amad,
yang telah melibatkan diri dalam pelbagai perniagaan selepas bersara daripada kerjayanya dalam tentera. Jeneral
(B) Dato’ Sri Abdullah menggantikan Jeneral (B) Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed yang kini adalah
Pengarah Bebas DFI, di mana beliau terus menyumbangkan pengetahuan dan kemahiran kepada Kumpulan.
Bagi pihak Lembaga Pengarah, saya ingin mengucapkan penghargaan kepada pihak Kerajaan dan para pengawainya
di atas nasihat yang sangat berharga dan bantuan yang berterusan.
Saya ingin mengucapkan terima kasih kepara para pemegang saham, bank-bank, para pelanggan yang dihargai,
para pembekal, rakan kongsi perniagaan, pengurusan dan kakitangan kami di atas sokongan yang berterusan
kepada Kumpulan.
Bagi diri saya, saya dengan rendah diri berikrar untuk sedia berkhidmat meneruskan komitmen saya kepada
Kumpulan Atlan.
Terima kasih.
Wasallamu Alaikum wa Rahmatullahi wa Barakatuh
Pengerusi
23 Jun 2011
11
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
主席献词
主席报告
我很荣幸地代表董事会，提呈益联控股（“Atlan Holdings Bhd.”）截至2011年2月28日财政年的年度报告和财务
报表(2011财政年)。
财务表现
在2011财政年度，益联控股(“益联”)和其附属公司(“益联集团”)从经营业务取得7亿4千479万令吉的收入。这比
前一财政年度的7亿223万令吉的收入增加了6.06％。然而，益联集团的课税收后利润却于前一年的1亿547万令吉减低
至5千27万令吉，主要是由于本集团耗资了4千50万令吉把DFZ资本有限公司（“DFZ”）和Darul Metro 私人有限公司
(“DMSB”)进行重组后注入 Duty Free International Limited (“DFI”)。
企业发展
2011财政年是令人振奋的一年，益联集团有着许多重要
的企业发展。益联参与了DFI (前称Esmart控股有限公
司 (“Esmart”)) 耗资6亿7千59万令吉的企业倒置收购
(“RTO”) 活动，并在2011财政年第四季度成功完成。拥有了
它，前Esmart日渐萎缩的电子产品业务经被注销，而充满活力
的益联子公司，既DFZ和DMSB则被注资进入DFI。
继倒置收购活动的完成和随后的全面强制献购，益联现拥
有DFI 81.15％的股权，而DFI则拥有DFZ 和 DMSB的100%股
权。DFZ 于2011年3月17日已正式从马来西亚证券交易所除
牌。
在2010年11月19日，Blossom Time私人有限公司(“BTSB”)和
Radiant Ranch私人有限公司 (“RRSB”)，这两家益联的全资
附属公司与Utara Malaya Realty私人有限公司(“URSB”) 分
别订立两个附条件性的买卖协议，以总值现金代价1亿4千5百
万令吉出售以下土地：
•
BTSB以1亿4百40万令吉出售其位于槟城东北区约43.95英亩的6块拥有永久业权的土地；
•
RRSB以4千60万令吉出售其位于槟城东北区约17.08英亩的1块拥有永久业权的土地。
上述交易于2011年5月30日经已完成。
2011年3月17日，Tegapasti私人有限公司，益联的全资附属公司已与Glass Bay私人有限公司订立附条件性的买卖
协议，以总现金3千3百万令吉出售2块位于Batu Ferringhi，槟城的永久业权土地。拟议的土地售卖预计将在2012
年的财政年度第三季度之前完成。
股份回购和库存股分布
在2011财政年度，益联以内部资金回购1百31万8千600普通股，总代价为4百60万令吉（含成本费用）。
于2010年6月18日，益联派发1千200万474股的库存股，成本为3千4百99万令吉，以2010年5月27日每持有20股普通
股派发1库存股为基础，作为截至2011年2月28日财政年的股息。截至2011年2月28日，益联尚持有1百64万8千649股
的库存股。
12
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
主席献词(继续)
展望
完成倒置收购和重组后，既象征着益联集团迈入了新
的历史里程碑，这将可助提升其国际形象和地位，此
外我们也希望能受惠于强劲的银行融资体制，时事投
资分析与发布和多元化投资者的基础地位。通过DFI，
益联和DFZ可以更好地为其跨越马来西亚的免税商品业
务策划，因益联集团正处于有利地位以进军国际而获取
更多的产品范围和资源。
益联预计明年还会有更好的表现。加上DFI，益联集
团中的每个附属公司将继续提升各自的运作。其位于
吉隆坡安邦路的益联大楼尽管面对周边地区办公室供
应的增加，亦能取得很好的租用率。由于汽车行业的
需求增加，United工业集团也争取了许多新的合约。
致谢
我们欢迎独立董事Jeneral(B)Dato’Sri Abdullah Bin Ahmad @ Dollah Bin Amad加入董事会，他从军队退役后一直
参于各项商业活动。Jeneral(B)Dato’Sri Abdullah 填补General Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed
(退休)留下的空缺，而General Tan Sri Dato’Seri Mohd Azumi Bin Mohamed (退休) 现已转移到 DFI担任独立董
事，继续为益联集团贡献。
我谨此代表董事局向政府及其官员所给予我们集团宝贵的咨询和协助，致予最深切的谢意。
我要感谢我们的股东，银行家，客户，供应商，生意伙伴，管理层及员工们所给予的支持。
而我承诺将为益联集团持续付出。
谢谢。
主席
2011年6月23日
13
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statement on Corporate Governance
The Board of Directors (“Board”) of Atlan Holdings Bhd. recognises the importance of practising high standards
of corporate governance throughout the Group as a fundamental part of discharging its responsibilities to protect
and enhance shareholders’ value and the financial performance of the Group.
The following statements outline the main corporate governance practices of the Group which were in place
throughout the financial year.
STATEMENT OF COMPLIANCE
Board of Directors
An effective Board leads and controls the Company and the Group. The Board has the overall responsibility for
Corporate Governance, establishing goals, strategies and direction, reviewing the Group’s performance and critical
business issues and ultimately the enhancement of long term shareholders’ value.
Board Responsibility
The responsibilities of the Board of the Company are as follows:i)
ii)
iii)
iv)
Reviewing and adopting strategic plans for the Company which will enhance the future growth of the Company;
Overseeing the conduct of the Company’s businesses to evaluate whether the businesses are being properly
managed;
Identifying principal risks of the business and ensuring the implementation of appropriate systems to manage
these risks; and
Reviewing the adequacy and integrity of the Company’s internal control systems and management information
systems.
Board Balance
The Board currently has eight members, comprising a Non-Executive Chairman, two Executive Directors, a NonExecutive Director and four Independent Non-Executive Directors.
There is a clear division of responsibility between the Non-Executive Chairman and Executive Directors to ensure
there is a balance of power and authority. The Chairman is primarily responsible for orderly conduct and working of
the Board whilst the Executive Directors are responsible for the day-to-day business operations and implementation
of Board policies and decisions.
All major matters issues are referred to the Board for consideration and approval. The roles and contributions of
Independent Directors also provide an element of objectivity and independent judgement to the Board.
The Board composition complies with the requirement of the Malaysian Code on Corporate Governance and
paragraph 15.02 of the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). The Board
is satisfied that its present composition fairly reflects the interest of minority shareholders in the Company.
Board Meetings
The Board meets at least four (4) times a year at quarterly intervals. Additional meetings are convened as and
when necessary. The Chairman is responsible for setting the agenda for Board meetings in consultation with the
Executive Directors. Any Board member may recommend the inclusion of items into the agenda.
14
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statement on Corporate Governance (cont’d)
For the financial year ended 28 February 2011, the Board held nine (9) meetings. The attendance record of each
Director during their tenure of office in the financial year then ended is as follows:DirectorsAttendance
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
9/9
Dato’ Ong Kim Hoay (retired on 26.8.2010)3/3
7/9
Lee Sze Siang
9/9
Tengku Abdul Rahman Ibni Sultan Haji Ahmad Shah Al-Mustain Billah, DK II, SSAP
5/9
General Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed (Rtd) (resigned on 7.1.2011)8/8
8/9
8/9
Ong Bok Siong (appointed on 26.8.2010)4/5
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin Amad (appointed on 26.1.2011)–
Supply of information
All directors have full and timely access to information through the Board papers distributed in a timely manner prior
to the Board meetings. The Board papers provide, among others, periodic financial information, annual budget,
operational and corporate issues, investment proposals and management proposals that require Board’s approval.
Senior management staff may be invited to attend Board meetings to provide the Board detailed explanations and
clarifications on certain matters that are tabled by them to the Board.
All directors have access to all information within the Company, services and advice of the Company Secretary and
external professional advice at the Company’s expense, if necessary.
Appointment and Re-election of Directors
In accordance with the Articles of Association of the Company, one-third of the directors shall retire from office at
every annual general meeting but shall be eligible for re-election. Directors appointed during the year by the Board
shall hold office until the next annual general meeting and shall then be eligible for re-election.
A retiring director is eligible for re-election. The election of each director is voted separately. To assist shareholders
in their decision, sufficient information such as personal profile, meeting attendance and the shareholdings in the
Group of each retiring director are furnished in separate statement accompanying the Notice of the Annual General
Meeting.
Directors over seventy (70) years of age are subject to re-appointment annually in accordance with Section 129(6)
of the Companies Act, 1965.
Directors’ Training
The Directors are mindful that they should receive appropriate continuous training to further enhance their skills
and knowledge. Accordingly, the Company organises trainings at least once every two (2) years for the Board to
ensure they are kept up-to-date on relevant developments.
Some of the seminars and briefings attended by the directors during the financial year to broaden their perspectives
and to keep abreast with the changes on the guidelines issued by the relevant authorities as well as the latest
developments in the market place were as follows:•
•
•
The Non-Executive Director Development Series: Is It Worth The Risk?
Board Effectiveness: Redefining The Role And Function of An Independent Director
Towards Corporate Governance Excellence For Sustainable Success
15
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Board Committees
The Board has appointed other Board Committees, which operate within clearly defined terms of reference. Standing
committees of the Board include the Audit Committee, the Nomination Committee and Remuneration Committee.
(a)
Audit Committee
The Audit Committee’s role and functions are set out on pages 21 to 24 of this Annual Report.
(b)
Nomination Committee
The Nomination Committee of the Company comprises exclusively non-executive directors, a majority of
whom are independent directors. Its composition is as follows:-
PositionName
Directorship
Chairman
Member
Tengku Abdul Rahman Ibni Sultan Haji Ahmad
Shah Al-Mustain Billah, DK II, SSAP
Member
Chairman / Non-Executive Director
The duties and functions of the Nomination Committee are as follows:•
•
•
Identify and recommend new nominees for the Board and Board Committees;
Assess the performance of the directors of the Company on an on-going basis; and
Annual review of the Board structure, size and composition.
The appointment of new directors is the responsibility of the full Board after consideration of the recommendation
by the Nomination Committee.
In making this recommendation, the Committee will consider the required mix of skills and experience and
other qualities, including core competencies which directors of the Company should bring to the Board.
(c)
Remuneration Committee
The Remuneration Committee, comprising mainly non-executive directors, is made up of the following
directors:-
PositionName
Directorship
Chairman
Member
Member
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @
Dollah Bin Amad
Chairman / Non-Executive Director
Independent Non Executive Director
Independent Non Executive Director
The Committee is primarily responsible for recommending the policy and framework of directors’ remuneration,
including the terms and remuneration of the executive directors, to the Board.
Directors’ Remuneration
The remuneration of directors is determined at levels which enable the Company to attract and retain Directors with
the relevant experience and expertise to govern the Group effectively. The Remuneration Committee proposes
the remuneration of executive directors to the Board. The remuneration of non-executive directors is determined
by the Board.
Directors’ fees payable to non-executive directors are subject to shareholders’ approval at the Annual General
Meeting.
16
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Directors’ remuneration for services rendered to the Group for financial year ended 28 February 2011 is as follows:i.
Directors’ Remuneration
In RM’000Allowances and Fees
Salaries
Total
Executive Directors
- Company
- Subsidiaries
–
–
258
798
258
798
Non-Executive Directors
- Company
- Subsidiaries
72
54
–
–
72
54
Total
126
1,056 1,182
ii.
Range of Remuneration
Executive Directors
Non-Executive Directors
RM50,000 and below
RM250,001 to RM300,000
RM300,001 to RM350,000
RM450,001 to RM500,000
–
1
1
1
7
–
–
–
SHAREHOLDERS
Communication with Shareholders
The Company continues to recognise the importance of transparency and accountability to its shareholders and
investors. The Board always ensures that the shareholders are informed of the financial performance and major
corporate activities of the Company. Such information is communicated to shareholders and investors through
various disclosures and announcements to Bursa Securities, including the quarterly financial results, annual reports
and where appropriate, circulars and press releases.
Apart from the mandatory announcements through the Bursa Securities, the Company also maintains a website
www.atlan.com.my to which shareholders and investors can have access to information on the operations and
business activities of the Group.
Investor relations activities such as meetings with fund managers and analysts and interviews by the press are held
at appropriate time to explain the Group’s strategy, performance and major developments.
Annual General Meeting
The Annual General Meeting is the principal forum for dialogue with shareholders. At such Annual General Meeting,
the Board encourages shareholders to participate in the questions and answers session. The members of the
Board are available to respond to questions from shareholders.
Any item of special business included in the notice of meeting will be accompanied by a full explanation of the
effects of the resolution to facilitate full understanding and evaluation of the issues involved.
Extraordinary General Meeting
Apart from the Annual General Meeting, the Board will convene Extraordinary General Meetings on matters that
require shareholders approval. Appropriate notices of meeting as well as circulars will be issued and dispatched
to shareholders for their evaluation and consideration.
17
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board aims to present a balanced, clear and meaningful assessment of the Group’s financial positions and
prospects in all their reports to the shareholders and regulatory authorities.
The Audit Committee assists the Board to ensure that all annual and quarterly financial reports are prepared in
accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies
Act, 1965.
Statement of Directors’ Responsibility in respect of the Audited Financial Statements
The directors are required by the Companies Act, 1965 to prepare financial statements which give a true and fair
view of the state of affairs of the Group and of the Company at the end of each financial year end and of their results
and cash flows for the financial year then ended.
In preparing the financial statements, the directors have:•
•
•
•
Adopted appropriate accounting policies and applied them consistently;
Made judgements and estimates that are reasonable;
Ensured that applicable accounting standards have been complied with; and
Applied the going concern basis.
The directors are responsible for ensuring that the Company and the Group keep proper accounting records, which
disclose with reasonable accuracy on the financial position of the Company and of the Group, and which enable
them to ensure that the financial statements comply with the provisions of the Companies Act, 1965.
The directors are also responsible for taking reasonable steps to safeguard the assets of the Company and to
prevent and detect fraud and other irregularities.
Internal Controls
It is responsibility of the Board to maintain sound systems of internal controls to safeguard shareholders investment.
As the systems of internal controls are designed to mitigate rather than eliminate the likelihood of errors or fraud,
these systems can only provide a reasonable assurance against material misstatement or loss.
In order to maintain sound systems of internal controls, the Board has established an internal audit function, which
is completely independent from all operations to monitor and review the effectiveness of the internal controls within
the organisation.
Relationship with external auditors
The Group’s independent external auditors play an important role in enhancing the reliability of the Group’s financial
statements and giving assurance of that reliability to the users of these financial statements.
The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report of this
Annual Report. The Group has always maintained a transparent relationship with its auditors in seeking professional
advice and ensuring compliance with applicable approved accounting standards in Malaysia.
18
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Additional Compliance Information
1.
Utilisation of Proceeds
During the financial year ended 28 February 2011, the Company did not raise any funds through any corporate
proposal/shareholders’ mandate under Section 132D of the Companies Act, 1965.
2.
Share Buy-Back
During the financial year ended 28 February 2011, the Company repurchased 1,318,600 of its issued ordinary
shares of RM1.00 each from the open market.
The details of the shares bought back by the Company are as follows:-
No. of
shares
purchased
and retainedPurchase Price Per Share
as treasury
Lowest
Highest
Average
Total
Month
shares
Price
Price
Price*Consideration*
RM
RM
RM
RM’000
March 2010
April 2010
May 2010
November 2010
1,119,200
92,000
91,600
15,800
3.36
3.35
3.36
3.17
3.50
3.43
3.49
3.20
3.48
3.41
3.43
3.23
1,318,600
3,890
314
314
51
4,569
* Inclusive of transaction cost
The information on the shares repurchased by the Company amounting to 1,318,600 shares during the
financial year is presented under Note 29 to the Financial Statements.
On 18 June 2010, the Company distributed 12,000,474 treasury shares as share dividends on the basis of
one treasury share for every existing twenty ordinary shares of RM1 each to shareholders of the Company
based on the entitlement date of 27 May 2010 in respect of the financial year ended 28 February 2011.
As at 28 February 2011, the numbers of treasury shares held by the Company are 1,648,649 after taking into
account distribution of the abovementioned treasury shares as share dividends.
Other than the above, no treasury shares were resold or cancelled during the financial year.
3.
Options or Convertible Securities
No options, warrant or convertible securities were exercised during the financial year.
4.
Depository Receipt Programme
The Company did not sponsor any depository receipt programme during the year.
5.
Sanctions and/or Penalties
There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management
by the relevant regulatory bodies during the financial year.
19
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Additional Compliance Information (cont’d)
6.
Non-Audit Fees
Non-audit fees paid to external auditors by the Company and by the Group for the financial year ended 28
February 2011 amounted to RM59,000 and RM1,191,000 respectively.
7.
Variation in Results
There is no material variance in the profit between the audited results and the unaudited results previously
announced.
There was no profit forecast announced during the financial year.
8.
Profit Guarantee
During the financial year, there was no profit guarantee given by the Company.
9.
Material Contracts Involving Directors’ and Major Shareholders’ Interests
There were no material contracts entered into by the Company and its subsidiaries involving directors’ and
major shareholders’ interests, either still subsisting at the end of the financial year or entered into since the
previous financial year end.
10. Revaluation Policy
The Group has not adopted a policy of regular revaluation of assets as permitted under the transition provisions.
11. Recurrent related party transactions of a revenue nature
There were no recurrent related party transactions of a revenue nature entered into during the financial year
ended 28 February 2011.
20
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Audit Committee Report
The Audit Committee comprises the following members:Position Name
Directorship
Chairman
Member
Dato’ Shagul Hamid Bin K.R Williams @ Abdullah
Member
Bin Amad
(appointed on 26.1.2011)
Member
General Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed (Rtd)
(resigned on 7.1.2011)
ATTENDANCE
The Audit Committee met four (4) times during the financial year ended 28 February 2011. Details of the attendance
of the Committee members holding office during the financial year are as follows:MembersAttendance
4/4
4/4
General Tan Sri Dato’ Seri Mohd Azumi Bin Mohamed (Rtd) (resigned on 7.1.2011)3/3
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin Amad (appointed on 26.1.2011)–
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
1.
Primary Purposes
1.1 Assist the Board in discharging its statutory duties and responsibilities relating to accounting and
reporting practices of the Company and each of its subsidiaries.
1.2 Evaluate the quality of the audits conducted by the internal and external auditors.
1.3 Provide reasonable assurance that the financial information presented by management is relevant,
reliable and timely.
1.4 Oversee compliance with laws and regulation and observance of a proper code of conduct.
1.5 Determine the adequacy of the Company’s control environment.
2.Composition
2.1
The Committee shall be appointed by the Board from amongst their number and shall be no fewer than
three (3) non-executive members, the majority of whom shall be independent directors as defined in
the Listing Requirements of Bursa Securities.
21
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Audit Committee Report (cont’d)
2.2 The members of the Committee must include at least one (1) member of the Audit Committee who:(i)
(ii)
(iii)
is a member of Malaysian Institute of Accountants; or
must have at least 3 years’ working experience and:a)
passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,
1967; or
b)
a member of one of the associations of accountants specified in Part II of the 1st Schedule
of the Accountants Act, 1967; or
fulfils such other requirements as prescribed or approved by Bursa Securities.
2.3 The Board must ensure that no alternate director is appointed as a member of the Committee.
2.4 The members of the Committee shall elect a Chairman from amongst their number who shall be an
independent director.
3. Authority
The Committee shall in accordance with the procedure determined by the Board and at the cost of the
Company:(i)
(ii)
(iii)
(iv)
(v)
(vi)
have authority to investigate any matter within its terms of reference;
have the resources which are required to perform its duties;
have full and unrestricted access to any information pertaining to the Company and its subsidiaries;
have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity;
be able to obtain independent professional or other advice and to secure the attendance of outsiders
with relevant experience and expertise if it considers necessary; and
be able to convene meeting with the external and internal auditors or both and exclude the directors
and employees, whenever deemed necessary.
Where the Audit Committee is of the view that the matter reported by it to the Board has not been satisfactorily
resolved resulting in a breach of the Listing Requirements, the Committee shall promptly report such matter
to Bursa Securities.
4. Functions and Duties
The Board must ensure the Committee discharges the following functions, amongst others:4.1
To consider the appointment of the external auditors, the audit fee and any questions of resignation or
dismissal and whether there is any reason (supported by grounds) to believe that the external auditors
are not suitable for re-appointment.
4.2 To review with the external auditors:•
•
•
•
•
their audit plans;
its evaluation of the systems of internal controls;
its audit reports;
the assistance given by the employees of the Company and its subsidiaries to the external
auditors; and
the external auditors’ management letter and the management’s response thereto.
4.3 To recommend the nomination of a person or persons as the external auditors.
22
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
4.4 To do the following in relation to the internal audit functions:•
•
•
•
•
•
•
4.5
ensure the internal audit function is independent of the activities it audits and the head of internal
audit reports directly to the Audit Committee. The head of internal audit will be responsible for
the regular review and/or appraisal of the effectiveness of the risk management, internal control
and governance processes within the Company and its subsidiaries;
review the adequacy of the scope, functions competency and resources of the internal audit
functions and that it has all the necessary authority to carry out its work;
review the internal audit programme and the results of the internal audit process or investigation
undertaken;
to consider the major findings and whether or not appropriate action is taken on the
recommendations of the internal audit function and management’s response thereto;
review any appraisal or assessment of the performance of members of the internal audit function;
to consider the appointment or resignation of senior staff members of the internal audit function,
take cognisance of resignation of internal audit staff members (for in-house internal audit function)
or the internal audit service provider (for out-sourced internal audit function) and provide the
resigning staff member or the internal audit service provider an opportunity to submit his/her
reasons for resigning, if necessary; and
to support, as deem necessary, the internal audit activities.
To review the quarterly results and year end financial statements, prior to the approval by the Board of
Directors, focusing particularly on:•
•
•
•
any changes in or implementation of major accounting policies and practices;
significant adjustments arising from the audit and any other significant and unusual events;
compliance with accounting standards and other legal requirements; and
any related party transaction and conflict of interest situation that may arise within the Company
or the Group including any transaction, procedure or course of conduct that raises questions of
the management’s integrity.
4.6 To consider and examine any other matters as defined by the Board of Directors from time to time.
5.Meetings
5.1
To form a quorum in respect of a meeting of the Committee, the majority of members present must be
independent directors.
5.2 The Committee shall meet at least four (4) times a year.
5.3
The external auditors may request a meeting if they consider that one is necessary and the Chairman of
the Committee shall convene a meeting of the Committee to consider any matters the external auditors
believe should be brought to the attention of the Directors or shareholders.
5.4 The external auditors have the rights to appear and be heard at any meeting of the Committee.
5.5
The Committee may invite any Board member of any member of the senior management or any relevant
employee within the Company or the Group whom the Committee thinks fit to attend its meetings to
assist in resolving and clarifying matters raised in audit reports.
5.6 The internal auditors shall be in attendance at meetings of the Committee to present and discuss the
audit reports of findings and the recommendations relating thereto and to follow up on decisions made
at these meetings.
23
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
6.Secretary
6.1 The Company Secretary shall be the Secretary of Audit Committee.
6.2
The Secretary shall cause minutes to be duly entered in the books for the purpose of all resolutions and
proceeding of all meetings of the Audit Committee. Such minutes shall be signed by the Chairman of
the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.
6.3 The Secretary shall circulate the minutes of meeting of the Committee to all members of the Board.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
The activities of the Audit Committee for the financial year are as follows:•
review and discuss the re-appointment of the external auditors of the Company before tabling to the
shareholders for approval at the Annual General Meeting.
•
review and discuss the external auditors’ nature and scope of the audit plan, system of internal control review,
audit report and any significant audit findings encountered;
•
review and discuss the budget for the year;
•
review the quarterly and annual financial statements prior to recommending them to the Board for approval
and ensure that it is prepared in accordance with the applicable approved accounting standards and the
provisions of the Companies Act, 1965;
•
review any related party transactions that may arise within the Group or the Company;
•
review the adequacy of the scope, functions and resources of the internal audit function and the internal audit
plan; and
•
review the scope of the internal audit programme, the internal audit findings, recommendations and corrective
actions taken.
No options have been granted during the financial year under review. Should the Company decide to allocate any
options in future, the allocation shall be verified by the Audit Committee at the end of that financial year.
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The internal audit function is independent of the auditable areas in the organisation and reports to the Audit
Committee. The responsibilities include reviewing the adequacy of the system of internal controls and evaluating
the various financial and operational risks faced by the organisation.
The internal audit activities are specified in the annual audit plan, which is submitted to the Audit Committee for
approval. Internal audit reports with findings and recommendations are forwarded to the Audit Committee for their
review.
For the financial year under review, the total costs incurred by the Group for maintaining the internal audit functions
are RM1,155,000.
24
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statement on Internal Control
Preamble
Pursuant to paragraph 15.26(b) of the Bursa Malaysia Securities Berhad’s Listing Requirements, the Board is required
to include in its Annual Report a statement on the state of internal control of the Group. In making this statement
on Internal Control, it is essential to address the Principles and Best Practices in the Malaysian Code on Corporate
Governance, which relate to internal control.
Responsibility
The Board acknowledges its stewardship responsibility for maintaining a sound system of internal control and for
reviewing its adequacy and integrity to safeguard shareholders’ investment and the Group’s assets.
However, it should be noted that such system is designed to manage rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable and not absolute assurance against material misstatement
loss and fraud. For the purpose of this statement, the associated company is not dealt with as part of the Group.
Internal Control Systems
The embedded control system is designed to facilitate achievement of the Group’s business objectives. It comprises
the underlying control environment, control process, communication and monitoring systems.
The organisational structure has well-defined responsibility, delegation of authority, segregation of duties and
information flow. Committees made up predominantly of non-executive directors such as Audit, Nomination and
Remuneration Committees provide the essential support to the Board. The Audit Committee convenes regularly to
meet their strategic business agenda, thus ensuring that the Board are properly apprised and maintains effective
supervision over the entire operations.
Well-documented Group-wide policies, procedures and standards have been established, periodically reviewed
and updated in accordance with changes in the operating environment.
In addition, the Group has in place comprehensive budgeting process for all operating units with periodical monitoring
of performance so that major variances are followed-up and management action taken.
The functional limits of authority for revenue and capital expenditure for all operating units serve to facilitate the
approval process whilst keeping potential exposure in check.
Detailed justification and approval process for major projects and acquisitions are imposed to ensure congruence
with Company’s strategic objectives.
The Group’s computerised information systems are streamlined to ensure compliance with hardware and software
regulations and guidelines for system integrity, effectiveness and efficiency.
Independent appraisals by internal and external auditors ensure ongoing compliance with policies, procedures,
standards and legislations whilst assessing the effectiveness of the Group’s systems of financial, compliance and
operational controls.
25
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statement on Internal Control (cont’d)
Risk Management
Besides primary ownership over effectiveness of the Group’s internal control system, the Board recognises its
responsibility over the principal risks of various aspects of the Group’s business. For long-term viability of the
Group, it is crucial to achieve a critical balance between risks incurred and potential returns.
To facilitate risk analysis, key risks and control affecting the Group are identified, prioritized, evaluated and measured
for the impact on the Group’s business objectives. The various risk profiles will then be regularly consolidated,
reported and presented to the Audit Committee for its review.
Internal Audit Function
An Internal Audit function supports the Audit Committee, and by extension, the Board, by providing reasonable
independent assurance on the effectiveness of the Group’s systems of internal control.
In particular, Internal Audit appraises and contributes towards improving the Group’s risk management and control
systems and reports to the Audit Committee on a quarterly basis.
The internal audit work plan, which reflects the risk profile of the Group’s major business sectors is routinely reviewed
and approved by the Audit Committee. The scope of the Internal Audit function covers the audit of all business
units and operations.
Internal Control Issues
Management maintains an ongoing commitment to strengthen the Group’s control environment and processes.
The external auditors have reviewed the Statement on Internal Control as required by paragraph 15.23 of the Listing
Requirements of Bursa Malaysia Securities Berhad. Their review was performed in accordance with Recommended
Practice Guide 5 issued by the Malaysian Institute of Accountants.
26
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Corporate Social Responsibility
Corporate Social Responsibility (“CSR”) is often perceived or described as one or more of the following: corporate,
citizenship, ethical and transparent business values, environmental sustainability or corporate philanthropy.
Increasingly, CSR is seen as the combination of all of these and with clear emphasis on the word “responsibility”.
The Board acknowledges the importance of CSR and views CSR as an extension of the Group’s efforts in fostering a
strong corporate governance culture. Working towards CSR enables the Group to co-exist with the community and
the environment while building a sound business. CSR also enables the Group to be recognised by the community
as a responsible corporate citizen that helps to make sustainable growth a reality.
Community
The Group plays its role as socially responsible corporate citizen in the community through various activities held
with the aim of caring for wellbeing of the society at large. We continue to support education and welfare in our
local communities.
During the year, the Group had contributed donations to various worthy societies and institutions through the
non-profit organisation, Yayasan Harmoni, whereby contributions were made to welfare homes for single mothers,
orphans and the less fortunate. The Group also contributed to Mount Miriam Cancer Hospital for the treatment
and continuing care of patients with cancer. Further in November 2010, the Group had also contributed to the relief
efforts for the floods which affected the community in the northern region of the country.
The Group believes that education is a perquisite for harmonious functioning of any society. Accordingly, the Group
has contributed through Yayasan Harmoni, to schools for the welfare of less fortune students as well as building
funds for school facilities. The Group, also at the beginning of the year set up “Sumbangan Bantuan Persekolahan”
which assisted qualified employees, who have school-going children, with expenses for the new school year.
The Zon Johor Bahru had continuously organised many events during the year to promote the 1 Malaysia spirit through
the local multiracial festivals celebrations and Merdeka Exhibition; encourage active lifestyle for the community in
general, especially school children through events like Taekwon-do competition; creating awareness on health and
general well-being through blood donation, cooking demonstration and celebrating World Laughter Day; and many
other activities to reach out to the community.
Workplace
The Group is committed in its social responsibilities at the workplace via compliance and respect to Human
Rights which includes employment of staff under fair and equitable terms as well as offering equal opportunity for
career advancement based on performance. Continuous learning and development programmes were carried out
throughout the year to equip the staff with relevant skills, knowledge and experience which would enhance the
individual staff’s competency and eventually add value to the Group. Upward mobility of staff is encouraged and
staff welfare is closely monitored to avoid any violation of Labour or Human Rights.
In addition, health and safety awareness programs and sports activities were held to encourage employees to lead
a health lifestyle. The Group also organised annual dinners and festive celebrations for its employees.
Environment
As an environmentally and socially responsible corporate citizen, the Group undertook several initiatives preserving
the environment including upgrading its IT infrastructure on its move to paperless environment, reducing the usage
of papers via electronic communication and recycling paper.
27
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Corporate Social Responsibility (cont’d)
Marketplace
The Group ensures that its operations are in line with the best practices guidelines set in Malaysian Code on
Corporate Governance. All activities are conducted at arms length and do not favour any single party.
Conclusion
The Group will continue to support and encourage all our employees and businesses to find ways to help their
communities. The Group’s initiatives in supporting CSR are an ongoing commitment towards creation of a competitive
nation, yet a moral, ethical, caring and economically just society.
28
Statement by Directors ..................................................... 34
Statutory Declaration ...................................................... 34
Independent Auditors’ Report ..................................... 35
Income Statements ............................................................... 37
Statements of Comprehensive Income .................... 38
Statements of Financial Position .............................. 39
Statements of Changes In Equity................................ 42
Statements of Cash Flows ............................................... 45
Notes to the Financial Statements ........................... 48
Supplementary Information ........................................ 137
Financial Statements
Directors’ Report ................................................................. 30
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Directors’ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group
and of the Company for the financial year ended 28 February 2011.
Principal activities
The principal activities of the Company are investment holding and the provision of management, financial, technical
and other ancillary services.
The principal activities of the subsidiaries are set out in Note 20 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
Results
Group Company
RM'000 RM'000
Profit net of tax
50,265 504,870
Profit attributable to:
Owners of the parent
30,182 504,870
Minority interests
20,083 –
50,265 504,870
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature other than
the cost of acquisition and reorganisation of RM40,496,000 in respect of the Group; and the gain on disposal of
subsidiaries of RM553,077,000 and impairment loss on amounts due from subsidiaries of RM95,153,000 in respect
of the Company.
Dividends
The amounts of dividends paid by the Company since 28 February 2010 were as follows:
RM'000
In respect of the financial year ended 28 February 2011:
First interim dividend (single-tier) of 5%, on 240,017,000 ordinary shares,
declared on 12 May 2010 and paid on 18 June 2010
12,001
Second interim dividend (single-tier) of 5%, on 252,018,000 ordinary shares,
declared on 6 September 2010 and paid on 18 October 2010
12,601
Third interim dividend (tax-exempt) of 2%, on 252,002,000 ordinary shares,
declared on 8 December 2010 and paid on 14 January 2011
5,040
29,642
30
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Directors’ Report (cont’d)
On 14 March 2011, the Company declared a fourth interim single tier ordinary dividend of 5% in respect of the
financial year ended 28 February 2011 amounting to RM12.6 million, which was paid on 13 April 2011. The financial
statements for the current financial year do not reflect this interim dividend, but will be accounted for in equity as
an appropriation of retained earnings in the financial year ending 29 February 2012.
The directors do not recommend the payment of any final dividend in respect of the financial year ended 28 February
2011.
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Dato' Sri Adam Sani Bin Abdullah
Lee Sze Siang
Dato' Woo Hon Kong
Tengku Abdul Rahman Ibni Sultan Haji Ahmad Shah Al-Mustain Billah, DK II, SSAP
Dato' Shagul Hamid Bin K.R. Williams @ Abdullah
Mohd Sharif Bin Haji Yusof
Ong Bok Siong (appointed on 26 August 2010)
Jeneral (B) Dato' Sri Abdullah Bin Ahmad @ Dollah Bin Amad (appointed on 26 January 2011)
Dato' Ong Kim Hoay (retired on 26 August 2010)
General Tan Sri Dato' Seri Mohd Azumi Bin Mohamed (Rtd) (resigned on 7 January 2011)
Directors' benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in
or debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other
than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or
the fixed salary of a full-time employee of the Company as shown in Note 7 to the financial statements) by reason of
a contract made by the Company or a related corporation with any director or with a firm of which he is a member,
or with a company in which he has a substantial financial interest.
Directors' interests
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial
year in shares in the Company and its related corporations during the financial year were as follows:
Number of ordinary shares of RM1 each
Name of director
1.3.2010 Acquired Sold 28.2.2011
Direct Interest:
Ordinary shares of the Company
1,600,057 164,004 –
1,764,061
Dato' Woo Hon Kong
10,010,100 1,026,035 –
11,036,135
Deemed Interest:
Ordinary shares of the Company
71,220,265 7,300,075 –
78,520,340
Dato' Woo Hon Kong
19,740,875 24,293,938 –
44,034,813
None of the other directors in office at the end of the financial year had any interest in shares in the Company or
its related companies during the financial year. 31
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Treasury shares
During the financial year, the Company repurchased 1,318,600 of its issued ordinary shares from the open market
at an average price of RM3.47 per share. The total consideration paid for the repurchase including transaction
costs was RM4,569,000. The shares repurchased are being held as treasury shares in accordance with Section
67A of the Companies Act, 1965.
On 12 May 2010, the Company declared share dividends on the basis of one treasury share for every existing
twenty ordinary shares of RM1.00 each to the shareholders of the Company, based on the entitlement date of 27
May 2010. Subsequently, on 18 June 2010, 12,000,474 treasury shares were distributed to the shareholders based
on 240,017,000 ordinary shares.
As at 28 February 2011, the Company held as treasury shares a total of 1,648,649 of its 253,650,000 issued ordinary
shares. Such treasury shares are held at a carrying amount of RM4,811,000 and further relevant details are disclosed
in Note 29 to the financial statements.
Other statutory information
(a)
(b)
Before the income statements, statements of comprehensive income and statements of financial position of
the Group and of the Company were made out, the directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
of allowance for impairment and satisfied themselves that all known bad debts had been written off
and that adequate allowance had been made for impairment; and
(ii)
to ensure that any current assets which were unlikely to realise their values as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the allowance for impairment in the financial
statements of the Group and of the Company inadequate to any substantial extent; and
(ii)
the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(c)
At the date of this report, the directors are not aware of any circumstances which have arisen which would
render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
(d)
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.
(e)
At the date of this report, there does not exist:
32
(i)
any charge on the assets of the Group or of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person; or
(ii)
any contingent liability of the Group or of the Company which has arisen since the end of the financial
year. ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(f)
In the opinion of the directors:
(i)
no contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the
Group or of the Company to meet their obligations when they fall due; and
(ii)
no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is likely to affect substantially the results of
the operations of the Group or of the Company for the financial year in which this report is made.
Significant and subsequent events
Details of significant and subsequent events are disclosed in Note 48 to the financial statements.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 15 June 2011.
LEE SZE SIANG
ONG BOK SIONG
33
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statement by Directors
pursuant to section 169 (15) of the companies act, 1965
We, Lee Sze Siang and Ong Bok Siong, being two of the directors of Atlan Holdings Bhd., do hereby state that, in
the opinion of the directors, the accompanying financial statements set out on pages 37 to 136 are drawn up in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and
fair view of the financial position of the Group and of the Company as at 28 February 2011 and of their financial
performance and cash flows for the year then ended.
The information set out in Note 49 on page 137 to the financial statements have been prepared in accordance with
the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context
of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian
Institute of Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 15 June 2011.
LEE SZE SIANG
ONG BOK SIONG
Statutory Declaration
pursuant to section 169 (16) of the companies act, 1965
I, Lee Sze Siang, being the director primarily responsible for the financial management of Atlan Holdings Bhd., do
solemnly and sincerely declare that the accompanying financial statements set out on pages 37 to 137 are in my
opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of
the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the
abovenamed Lee Sze Siang at Kuala Lumpur
in the Federal Territory on 15 June 2011
LEE SZE SIANG
Before me,
AHMAD B. LAYA
No: W259
Commissioner for Oaths
34
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Independent Auditors’ Report
to the members of Atlan Holdings Bhd.
Report on the financial statements
We have audited the financial statements of Atlan Holdings Bhd., which comprise the statements of financial
position as at 28 February 2011 of the Group and of the Company, and income statement, the statements of
comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the
Company for the year then ended, and a summary of significant accounting policies and other explanatory notes,
as set out on pages 37 to 136.
Directors’ responsibility for the financial statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements
in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility
includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying
appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material
misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we
consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness
of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of
the Group and of the Company as at 28 February 2011 and of their financial performance and cash flows for the
year then ended.
35
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Independent Auditors’ Report (cont’d)
to the members of Atlan Holdings Bhd.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
(b)
We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have
not acted as auditors, which are indicated in Note 20 to the financial statements, being financial statements
that have been included in the consolidated financial statements.
(c)
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation
of the consolidated financial statements and we have received satisfactory information and explanations
required by us for those purposes.
(d)
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and
did not include any comment required to be made under Section 174(3) of the Act.
Other matters
The supplementary information set out in Note 49 on page 137 is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in
the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad’s Main Market Listing Requirements, as
issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities
Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the
MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.
Ernst & Young
Kua Choo Kai
AF: 0039
No. 2030/03/12(J)
Chartered Accountants
Chartered Accountant
Kuala Lumpur, Malaysia
15 June 2011
36
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Income Statements
for the financial year ended 28 February 2011
Group Company
Note
2011 2010 2011 2010
RM'000 RM'000 RM'000 RM'000 Continuing operations
Revenue
4
Other income
5
Raw materials and
consumables used
Changes in finished goods
Property development costs
Employee benefits expense
6
Depreciation
Other operating expenses
8
744,789 74,614 696,161 94,913 48,555 581,003 46,173
65,433
(495,885)
3,096 (155)
(69,085)
(23,391)
(138,217)
(506,749)
34,903 (4,134)
(64,604)
(22,207)
(93,379)
–
–
–
(367)
(13)
(100,682)
–
–
–
(531)
(34)
(13,448)
Operating profit
Share of results of an associate
Finance costs
9
95,766 (28)
(22,038)
134,904 19 (20,464)
528,496 –
(15,513)
97,593
–
(15,388)
Profit before tax
Income tax expense
10
73,700 (23,435)
114,459 (11,373)
512,983 (8,113)
82,205
(5,559)
50,265 103,086 504,870 76,646
–
2,383 –
–
Profit for the year from
continuing operations, net of tax
Discontinued operation
Profit for the year from discontinued
operation, net of tax
11
Profit for the year
50,265 105,469 504,870 76,646
Profit attributable to:
30,182 89,703 504,870 76,646
Minority interests
20,083 15,766 –
–
50,265 105,469 504,870 76,646
Basic earnings per share
attributable to owners of
the parent (sen per share)12
- Continuing operations
12.11 38.70 - Discontinued operation
–
1.06
12.11 39.76
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
37
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Comprehensive Income
Profit for the year
Foreign currency translation
2011 RM’000 Group 2010 RM’000 Company
2011 2010
RM’000 RM’000 50,265 10 105,469 (412)
504,870 –
76,646
–
Total comprehensive income for the year
50,275 105,057 504,870 76,646
Total comprehensive income
attributable to:
30,192 89,291 504,870 76,646
Minority interests
20,083 15,766 –
–
50,275 105,057 504,870 76,646
38
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Financial Position
as at 28 February 2011
Note
2011 RM'000 2010 RM'000 (restated) 2009
RM'000
(restated)
Group
Assets
Non-current assets
Property, plant and equipment
14
393,661 399,738 393,095
Land held for property development
15
58,086 93,032 85,589
Investment properties
16
53,795 56,327 57,975
Land use rights
17
21,371 21,332 13,730
Biological assets
18
2,617 2,168 1,779
Goodwill
19
28,462 28,462 19,760
Investment in associate
21
437 465 446
Other investments
22
150 162 162
Other receivables
23
253 473 714
Deferred tax assets
24
6,353 6,708 1,133
565,185 608,867 574,383
Current assets
Inventories
25
131,173 126,901 99,344
Trade and other receivables 23
52,004 53,478 44,050
Prepayments
4,299 8,000 8,313
Tax recoverable
3,681 4,720 7,841
Marketable securities
26
3,987 3,840 6,082
Cash and bank balances
27
136,805 115,082 165,344
331,949 312,021 330,974
Assets classified as held for sale
28
42,198 –
43,702
374,147 312,021 374,676
Total assets
939,332 920,888 949,059
39
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Financial Position (cont’d)
Note
2011 RM’000 2010 RM’000 (restated) 2009
RM’000
(restated)
Group
Equity attributable to owners of the parent
Share capital
29
253,650 253,650 235,400
Share premium
29
101,059 136,047 147,715
Treasury shares
29
(4,811)
(35,230)
(18,064)
Currency translation reserve
(222)
(232)
180
Other reserve
31
(19,944)
(7,782)
4,337
Accumulated losses
(11,592)
(12,282)
(67,929)
318,140 334,171 301,639
Minority interests
93,531 61,982 53,600
Total equity
411,671 396,153 355,239
Non-current liabilities
Employee benefits
33
2,988 2,674 2,320
Deferred tax liabilities
24
9,150 8,151 18,665
Borrowings
34
242,458 242,618 254,971
254,596 253,443 275,956
Current liabilities
Trade and other payables
36
125,537 141,006 93,649
Derivative liabilities
37
8
–
–
Provisions
38
17,539 46,391 105,425
Employee benefits
33
152 162 257
Dividends payable
-
16,619 –
Tax payable
3,668 3,433 4,149
Borrowings
34
126,161 63,681 90,305
273,065 271,292 293,785
Liabilities attributable to the disposal group classified as held for sale
–
–
24,079
273,065 271,292 317,864
Total liabilities
527,661 524,735 593,820
Total equity and liabilities
939,332 920,888 949,059
40
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Financial Position (cont’d)
Note
2011 RM'000 2010
RM'000
Company
Assets
Non-current assets
14
14 27
Investment in subsidiaries
20
1,216,637 521,081
21
437 437
1,217,088 521,545
Current assets
Other receivables
23
226,100 481,608
Tax recoverable
2,451 2,158
26
3,970 3,823
27
6,683 16,460
239,204 504,049
Total assets
1,456,292 1,025,594
Equity attributable to owners of the parent
Share capital
29
253,650 253,650
Share premium
29
101,059 136,047
Treasury shares
29
(4,811)
(35,230)
Retained earnings/(accumulated losses)
32
450,977 (24,251)
Total equity
800,875 330,216
Non-current liability
Borrowings
34
210,018 218,023
Current liabilities
Other payables
36
433,394 431,734
Provisions
38
4,000 31,635
Dividends payable
–
13,831
Tax payable
–
151
Borrowings
34
8,005 4
445,399 477,355
Total liabilities
655,417 695,378
Total equity and liabilities
1,456,292 1,025,594
41
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Changes in Equity
l------------------------- Attributable to owners of the parent -------------------------l
l------------------- Non-distributable -------------------l
Equity attributable to owners of the Currency Equity, parent, Share Share Treasury translation Other Accumulated Minority
Note
total total capital premium shares reserve reserve losses interests
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2011
Group
Opening balance at
1 March 2010 391,812 329,830 253,650 136,047 (35,230)
(232) (7,782)
Prior year adjustment
46
4,341 4,341 –
–
–
–
–
(16,623)
4,341 61,982
–
Opening balance at
1 March 2010 (restated)
Effects of adopting FRS 139
2.2
396,153 150 334,171 253,650 136,047 (35,230)
150 –
–
–
(232)
–
(7,782)
–
(12,282)
150 61,982
–
396,303 334,321 253,650 136,047 (35,230)
(232)
(7,782)
(12,132)
61,982
Total comprehensive income 50,275 30,192 –
–
–
10 –
30,182 20,083
Transactions with owners
Purchase of treasury shares
(4,569)
(4,569)
–
–
(4,569)
–
–
–
–
Treasury shares distributed
as dividends
–
–
– (34,988) 34,988 –
–
–
–
Acquisition of a subsidiary 29,229 18,917 –
–
–
– 18,917 – 10,312
Acquisition of minority
interests (26,263)
–
–
–
–
–
–
– (26,263)
Dilution of equity interest
in subsidiaries
–
(31,079)
–
–
–
– (31,079)
– 31,079
Issuance of warrants to
advisers
30
4,303 –
–
–
–
–
–
–
4,303
Dividends on ordinary shares 13 (29,642)
(29,642)
–
–
–
–
–
(29,642)
–
Dividends paid by a subsidiary
(7,965)
–
–
–
–
–
–
– (7,965)
Total transactions with owners (34,907)
(46,373)
– (34,988)
Closing balance at
28 February 2011 411,671 318,140 253,650 101,059 42
30,419 – (12,162)
(29,642)
11,466
(4,811)
(222) (19,944)
(11,592)
93,531
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Changes in Equity (cont’d)
l------------------------- Attributable to owners of the parent -------------------------l
l------------------- Non-distributable -------------------l
Equity attributable to owners of the Currency Equity, parent, Share Share Treasury translation Other Accumulated Minority
Note
total total capital premium shares reserve reserve losses interests
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
2010
Group
Opening balance at
1 March 2009 355,239 301,639 235,400 147,715 (18,064)
180 4,337 (67,929) 53,600
Total comprehensive income 105,057 89,291 –
–
–
(412)
–
89,703 15,766
Issue of share - Rights
warrants exercised 39,421 39,421 18,250 21,171 –
–
–
–
–
Purchase of treasury shares (50,005)
(50,005)
–
– (50,005)
–
–
–
–
as dividends
–
–
– (32,839) 32,839 –
–
–
–
Dilution of equity interest in
a subsidiary (12,162)
(12,119)
–
–
–
– (12,119)
–
(43)
Acquisition of a subsidiary
(642)
–
–
–
–
–
–
–
(642)
Dividends on ordinary shares 13 (34,056)
(34,056)
–
–
–
–
–
(34,056)
–
Dividends paid by a subsidiary
(6,699)
–
–
–
–
–
–
–
(6,699)
Total transactions with owners (64,143)
(56,759) 18,250 (11,668) (17,166)
– (12,119)
(34,056) (7,384)
Closing balance at
28 February 2010 396,153 334,171 253,650 136,047 (35,230)
(232) (7,782)
(12,282) 61,982
43
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Changes in Equity (cont’d)
l------- Non-distributable --------l
(Accumulated
losses)/
Equity, Share Share Treasury retained
Note
total capital premium shares earning
RM'000 RM'000 RM'000 RM'000 RM'000
Company
2011
Opening balance at 1 March 2010 330,216 253,650 136,047 (35,230)
(24,251)
Total comprehensive income 504,870 –
–
–
504,870
(4,569)
–
–
(4,569)
–
as dividends
–
–
(34,988)
34,988 –
Dividends on ordinary shares 13
(29,642)
–
–
–
(29,642)
Total transactions with owners
(34,211)
–
(34,988)
30,419 (29,642)
Closing balance at 28 February 2011
800,875 253,650 101,059 (4,811)
450,977
2010
Opening balance at 1 March 2009 298,210 235,400 147,715 (18,064) (66,841)
Total comprehensive income 76,646 –
–
–
76,646
Issue of share - Rights warrants
exercised
39,421 18,250 21,171 –
–
(50,005)
–
–
(50,005)
–
as dividends
–
– (32,839)
32,839 –
Dividends on ordinary shares
13
(34,056)
–
–
–
(34,056)
Total transactions with owners
(44,640) 18,250 (11,668)
(17,166)
Closing balance at 28 February 2010 330,216 253,650 136,047 (35,230)
(34,056)
(24,251)
44
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Cash Flows
Note
Group 2011 RM’000 2010 RM’000 Company
2011 2010
RM’000 RM’000
Operating activities
Profit before tax
73,700 114,459 512,983 82,205
- Discontinued operation
11
–
2,382 –
–
Adjustments for:
Amortisation of land use rights
702 617 –
–
Amortisation of other investments
12 –
–
–
Bad debts written off
69 –
–
–
Cost of acquisition and
reorganisation
40,496 –
–
–
Depreciation
23,391 22,382 13 34
Dividend income
(44)
–
(31,416)
(26,676)
Employee benefits
419 516 –
–
Gain on disposal of land use rights
(1,530)
–
–
–
Gain on disposal of marketable
securities
–
(417)
–
–
Gain on disposal of property, plant and equipment
(15,814)
(14)
–
–
(Gain)/loss on disposal of
subsidiaries
–
(3,806)
(553,077)
380
(Gain)/loss on dissolution of subsidiaries
–
(365)
–
1,083
Impairment loss on receivables
209 239 95,153 –
Impairment loss on investment in
subsidiaries
–
–
–
5,352
Impairment loss on land held
for property development
187 1,187 –
–
Interest expense
22,038 20,536 15,513 15,388
Interest income
(1,794)
(1,166)
(312)
(234)
Inventories written down
758 1,353 –
–
Inventories written off
275 223 –
–
Loss on disposal of property, plant and equipment
–
55 –
–
Property, plant and equipment written off
161 5,405 –
–
Reversal of impairment loss on
land use rights
(767)
(315)
–
–
Balance carried forward
142,468 163,271 38,857 77,532
45
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Cash Flows (cont’d)
Note
2011 2010
RM’000 RM’000
Operating activities (continued)
Balance brought forward
142,468 163,271 38,857 77,532
Changes in fair value of marketable securities
(237)
373 (237)
746
property, plant and equipment
(3,333)
(5,369)
–
–
receivables
(103)
(553)
(38)
–
Reversal of allowance for slow
moving inventories
(817)
(3,543)
–
–
Reversal of inventories written
down
(821)
(75)
–
–
Reversal of provisions
(27,635)
(53,170)
(27,635)
(53,170)
28 (19)
–
–
Unrealised (gain)/loss on foreign exchange - net
(1,127)
(459)
90 (80)
Waiver of debts
–
1,468 –
1,468
Operating cash flows before
changes in working capital
108,423 101,924 11,037 26,496
Changes in working capital
Increase in inventories
(3,667)
(23,333)
–
–
Decrease/(increase) in receivables
5,686 1,565 (64)
574
(Decrease)/increase in payables
(22,611)
17,159 2,066 (4,825)
Cash generated from operations
Tax paid
Tax refund
Employee benefits paid
87,831 (20,796)
–
(115)
97,315 (16,090)
256 (257)
13,039 (703)
–
–
22,245
–
–
–
Net cash from operating activities
66,920 81,224 12,336 22,245
Investing activities Acquisition of biological assets
(449)
(389)
–
–
Acquisition of investment properties
(1,069)
(47)
–
–
Payment of development costs
(7,439)
(7,385)
–
–
Acquisition of land held for
development
–
(1,245)
–
–
Acquisition of property, plant
and equipment
(10,885)
(25,564)
–
–
Acquisition of subsidiaries
20(b)
89 (13,561)
(14,933)
–
Increase in investment in
subsidiaries
–
–
–
(904)
Balance carried forward
46
(19,753)
(48,191)
(14,933)
(904)
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Statements of Cash Flows (cont’d)
Note
2011 2010
RM’000 RM’000
Investing activities (continued)
Balance brought forward
(19,753)
(48,191)
(14,933)
(904)
Dividend received
33 –
32,547 12,189
Interest received
1,794 1,166 312 234
Proceeds from disposal of
land use rights
1,556 –
–
–
marketable securities
–
2,285 –
–
property, plant and equipment
20,003 294 –
–
subsidiaries
11, 20(c)
–
10,636 24,801 11,477
Net cash from/(used in) investing activities
3,633 (33,810)
42,727 22,996
Financing activities
Acquisition of minority interests
(26,263)
–
–
–
Advances (repayment to)/from
subsidiaries
–
–
(1,167)
17,565
Dividends paid to minority interests
of a subsidiary
(10,753)
(3,911)
–
–
Dividend paid to ordinary
shareholders of the Company
(43,473)
(20,225)
(43,473)
(20,225)
Interest paid
(22,038)
(20,536)
(15,627)
(19,534)
Proceeds from borrowings
106,152 50,000 –
–
Proceeds from shares issued
–
39,421 –
39,421
Repayment of obligations
under finance leases
(1,052)
(527)
(4)
(14)
Repayment of borrowings
(47,831)
(92,005)
–
(57,000)
Repurchase of shares
(4,569)
(50,005)
(4,569)
(50,005)
Net cash used in financing activities
(49,827)
(97,788)
(64,840)
(89,792)
Net increase/(decrease) in cash and
cash equivalents
20,726 (50,374)
(9,777)
(44,551)
Effect of foreign exchange translation
10 (412)
–
–
Cash and cash equivalents
at 1 March 2010/2009
112,721 163,507 16,460 61,011
at 28 February 2011/2010
27
133,457 112,721 6,683 16,460
47
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Notes to the Financial Statements
1.
Corporate information
Atlan Holdings Bhd. (“the Company”) is a public limited liability company incorporated and domiciled in
Malaysia, and is listed on the Bursa Malaysia Securities Berhad. The registered office of the Company is
located at Level 4, Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang.
The principal activities of the Company are investment holding and the provision of management, financial,
technical and other ancillary services.
The principal activities of the subsidiaries are set out in Note 20.
There have been no significant changes in the nature of the principal activities during the financial year.
The financial statements for the year ended 28 February 2011 were authorised for issue in accordance with
a resolution of the directors on 15 June 2011.
2. Summary of significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards ("FRS") and the Companies Act, 1965 in Malaysia. At the beginning of the
current financial year, the Group and the Company adopted new and revised FRS which are mandatory
for financial periods beginning on or after 1 March 2010 as described fully in Note 2.2.
The financial statements have been prepared on the historical cost basis except as disclosed in the
accounting policies below.
The financial statements are presented in Ringgit Malaysia ("RM") and all values are rounded to the
nearest thousand (RM’000) except when otherwise indicated.
2.2 Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year except as
follows:
On 1 March 2010, the Group and the Company adopted the following applicable new and amended FRS
and IC Interpretations mandatory for annual financial periods beginning on or after 1 March 2010. •
•
•
•
•
•
•
•
•
•
•
•
•
•
FRS 7 Financial Instruments: Disclosures
FRS 8 Operating Segments
FRS 101 Presentation of Financial Statements (Revised)
FRS 123 Borrowing Costs
FRS 139 Financial Instruments: Recognition and Measurement
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127
Consolidated and Separate Financial Statements: Cost of a
n Investment in a Subsidiary, Jointly
Controlled Entity or Associate
Amendments to FRS 2 Share-based Payment – Vesting Conditions and Cancellations
Amendments to FRS 117 Leases
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 132 Classification of Rights Issues
Amendments to FRS 139 Financial Instruments: Recognition and Measurement, FRS 7 Financial
Instruments: Disclosures and IC Interpretation 9 Reassessment of Embedded Derivatives
Improvements to FRS issued in 2009
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
48
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Notes to the Financial Statements (cont’d)
2. Summary of significant accounting policies (continued)
2.2 Changes in accounting policies (continued)
•
•
•
IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding
Requirements and their Interaction
Adoption of the above standards and interpretations did not have any effect on the financial performance
or position of the Group and of the Company except for those discussed below:
FRS 7 Financial Instruments: Disclosures
Prior to 1 March 2010, information about financial instruments was disclosed in accordance with the
requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new
disclosures to improve the information about financial instruments. It requires the disclosure of qualitative
and quantitative information about exposure to risks arising from financial instruments, including specified
minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to
market risk.
The Group and the Company have applied FRS 7 prospectively in accordance with the transitional
provisions. Hence, the new disclosures have not been applied to the comparatives. The new disclosures
are included throughout the Group’s and the Company’s financial statements for the year ended 28
February 2011.
FRS 8 Operating Segments
FRS 8, which replaces FRS 114 Segment Reporting, specifies how an entity should report information
about its operating segments, based on information about the components of the entity that is available
to the chief operating decision maker for the purposes of allocating resources to the segments and
assessing their performance. The Standard also requires the disclosure of information about the products
and services provided by the segments, the geographical areas in which the Group operates, and
revenue from the Group’s major customers. The Group concluded that the reportable operating segments
determined in accordance with FRS 8 are the same as the business segments previously identified
under FRS 114. These revised disclosures, including the related revised comparative information, are
shown in Note 45.
FRS 101 Presentation of Financial Statements (Revised)
The revised FRS 101 introduces changes in the presentation and disclosures of financial statements.
The revised Standard separates owner and non-owner changes in equity. The statement of changes in
equity includes only details of transactions with owners, with all non-owner changes in equity presented
as a single line. The Standard also introduces the statement of comprehensive income, with all items
of income and expense recognised in profit or loss, together with all other items of recognised income
and expense recognised directly in equity, either in one single statement, or in two linked statements.
The Group and the Company have elected to present this statement as two linked statements.
In addition, a statement of financial position is required at the beginning of the earliest comparative
period following a change in accounting policy, the correction of an error or the classification of items
in the financial statements.
The revised FRS 101 also requires the Group to make new disclosures to enable users of the financial
statements to evaluate the Group’s objectives, policies and processes for managing capital (see Note
44).
The revised FRS 101 was adopted retrospectively by the Group and the Company.
49
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Amendments to FRS 117 Leases
Prior to 1 March 2010, leasehold land where title was not expected to pass to the lessee by the end of
lease term was treated as an operating lease. The payment made on entering into or acquiring a leasehold
land was accounted for as land use rights that were amortised over the lease term in accordance with
the pattern of benefits provided.
Upon the adoption of the amendments to FRS 117 in relation to classification of lease of land, the
Group reassessed the classification of a leasehold land as a finance lease or an operating lease based
on the extend of risks and rewards associated with the land. The Group have determined that some
of the leasehold lands of the Group in Malaysia are in substance finance leases and have reclassified
their leasehold lands from land use rights to property, plant and equipment.
The reclassification has been made retrospectively and does not affect the profit or loss for the current
year ended 28 February 2011 and the preceding year ended 28 February 2010.
The following are effects to the consolidated statement of financial position as at 28 February 2011
arising from the above change in accounting policy:
Group
2011
RM'000
Increase/(decrease) in:
26,481
Land use rights
(26,481)
The following comparatives have been restated in the consolidated statement of financial position:
As previously
As
statedAdjustment Adjustment
restated
RM'000RM'000RM'000RM'000
(Note 46)
50
As at 28 February 2010
Land use rights
368,539 48,190 26,858 (26,858)
4,341 –
399,738
21,332
As at 28 February 2009
Land use rights
374,437 32,388 18,658 (18,658)
–
–
393,095
13,730
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Amendments to FRS 117 Leases (continued)
The following reclassifications were made to the consolidated income statements of prior year to be
consistent with current year presentation arising from the above change in accounting policy:
As previously
As
statedAdjustment
restated
RM'000RM'000RM'000
28 February 2010
Depreciation
21,892 315 22,207
919
(315)
604
The above reclassifications do not have any impact on the net profit of prior year.
FRS 139 Financial Instruments: Recognition and Measurement
FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and
some contracts to buy and sell non-financial items. The Group and the Company have adopted FRS 139
prospectively on 1 March 2010 in accordance with the transitional provisions. The effects arising from
the adoption of this Standard have been accounted for by adjusting the opening balance of retained
earnings as at 1 March 2010. Comparatives are not restated. The details of the changes in accounting
policies and the effects arising from the adoption of FRS 139 are discussed below:
•
Derivatives
Prior to 1 March 2010, all derivative financial instruments were recognised in the financial
statements only upon settlement. These instruments do not qualify for hedge accounting under
FRS 139. Hence, upon the adoption of FRS 139, all derivatives held by the Group as at 1 March
2010 are recognised at their fair values totalling RM150,000 and are classified as financial assets
at fair value through profit or loss.
•
Impairment of trade receivables
Prior to 1 March 2010, provision for doubtful debts was recognised when it was considered
uncollectible. Upon the adoption of FRS 139, an impairment loss is recognised when there is
objective evidence that an impairment loss has been incurred. The amount of the loss is measured
as the difference between the receivable’s carrying amount and the present value of the estimated
future cash flows discounted at the receivable’s original effective interest rate. As at 1 March 2010,
the Group has remeasured the allowance for impairment losses as at that date in accordance
with FRS 139 and this Standard did not have any significant impact on the financial position and
results of the Group.
•
Inter-company loans
During the current and prior years, the Company granted interest-free loans and advances
to its subsidiaries. Prior to 1 March 2010, these loans and advances were recorded at cost in
the Company’s financial statements. Upon the adoption of FRS 139, the interest-free loans or
advances continue to be recorded initially at cost as the Company takes these loans in a form of
short-term advances and payable on demand. Therefore, the effect of discounting is considered
as immaterial and the fair value of the loans is equal to the amount of the advances given or
received. No adjustments were made to the opening balance of retained earnings as at 1 March
2010.
51
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
FRS 139 Financial Instruments: Recognition and Measurement (continued)
The following are the effects arising from the above changes in accounting policies:
Increase/(decrease)
As at As at
28 February 1 March
2011 2010
RM'000 RM'000
Statements of financial position
Group
Derivative assets
–
150
Derivative liabilities
8
–
Accumulated losses
8
(150)
2.3 Standards issued but not yet effective
The Group has not adopted the following standards and interpretations that have been issued but not
yet effective:
Description
FRS 1 First-time Adoption of Financial Reporting Standards
FRS 3 Business Combinations (Revised)
Amendments to FRS 2 Share-based Payment
Amendments to FRS 5 Non-current Assets Held for Sale
and Discontinued Operations
Amendments to FRS 127 Consolidated and Separate Financial Statements
Amendments to FRS 138 Intangible Assets
Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives IC Interpretation 12 Service Concession Arrangements IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
IC Interpretation 17 Distributions of Non-cash Assets to Owners Amendments to FRS 1 Limited Exemption from Comparative FRS 7
Disclosures for First-time Adopters
Amendments to FRS 1 Additional Exemptions for First-time Adopters
Amendments to FRS 2 Group Cash-settled Share-based Payment Transactions
Amendments to FRS 3 Business Combinations
Amendments to FRS 7 Improving Disclosures about Financial Instruments
Amendments to FRS 101 Presentation of Financial Statements
Amendments to FRS 121 The Effects of Changes in Foreign Exchange Rates
Amendments to FRS 128 Investments in Associates
Amendments to FRS 131 Interests in Joint Ventures
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 139 Financial Instruments: Recognition and Measurement
IC Interpretation 4 Determining Whether an Arrangement contains a Lease IC Interpretation 13 Amendments to IC Interpretation 13
52
Effective for
annual periods
beginning on
or after
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
1 January 2011
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.3 Standards issued but not yet effective (continued)
The Group has not adopted the following standards and interpretations that have been issued but not
yet effective: (continued)
Description
IC Interpretation 18 Transfers of Assets from Customers
IC Interpretation 14 Prepayments of a Minimum Funding Requirement
(Amendments to IC Interpretation 14)
IC Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments
IC Interpretation 15 Agreements for the Construction of Real Estate
Amendments to FRS 124 Related Party Disclosures
Effective for
annual periods
beginning on
or after
1 January 2011
1 July 2011
1 July 2011
1 January 2012
1 January 2012
Except for the changes in accounting policies arising from the adoption of the revised FRS 3, the
amendments to FRS 127 and IC Interpretation 15, as well as the new disclosures required under the
Amendments to FRS 7, the directors expect that the adoption of the other standards and interpretations
above will have no material impact on the financial statements in the period of initial application. The
nature of the impending changes in accounting policy on adoption of the revised FRS 3, the amendments
to FRS 127 and IC Interpretation 15 are described below.
Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate
Financial Statements
The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised
FRS 3 introduces a number of changes in the accounting for business combinations occurring after 1
July 2010. These changes will impact the amount of goodwill recognised, the reported results in the
period that an acquisition occurs, and future reported results. The Amendments to FRS 127 require
that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an
equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will they give
rise to a gain or loss.
Furthermore, the amended standard changes the accounting for losses incurred by the subsidiary as
well as the loss of control of a subsidiary. Other consequential amendments have been made to FRS
107 Statement of Cash Flows, FRS 112 Income Taxes, FRS 121 The Effects of Changes in Foreign
Exchange Rates, FRS 128 Investments in Associates and FRS 131 Interests in Joint Ventures. The
changes from revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of
control and transactions with minority interests. The standards may be early adopted. However, the
Group does not intend to early adopt.
IC Interpretation 15 Agreements for the Construction of Real Estate
This Interpretation clarifies when and how revenue and related expenses from the sale of a real estate
unit should be recognised if an agreement between a developer and a buyer is reached before the
construction of the real estate is completed. Furthermore, the Interpretation provides guidance on how
to determine whether an agreement is within the scope of FRS 111 Construction Contracts or FRS 118
Revenue.
The Group currently recognises revenue arising from property development projects using the stage of
completion method. Upon the adoption of IC Interpretation 15, the Group may be required to change
its accounting policy to recognise such revenues at completion, or upon or after delivery. The Group
is in the process of making an assessment of the impact of this Interpretation.
53
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.4 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation
of the consolidated financial statements are prepared for the same reporting date as the Company.
Consistent accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intragroup transactions are eliminated in full, except for unrealised losses are not eliminated if there are
indications of impairment.
Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously
held interests are treated as a revaluation and recognised in other comprehensive income. The cost
of a business combination is measured as the aggregate of the fair values, at the date of exchange, of
the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly
attributable to the business combination.
Any excess of the cost of business combination over the Group’s share in the net fair value of the
acquired subsidiary’s identifiable assets, liabilities and contingent liabilities is recorded as goodwill on
the statement of financial position. The accounting policy for goodwill is set out in Note 2.9. Any excess
of the Group’s share in the net fair value of the acquired subsidiary’s identifiable assets, liabilities and
contingent liabilities over the cost of business combination is recognised as income in profit or loss on
the date of acquisition. When the Group acquires a business, embedded derivatives separated from the
host contract by the acquiree are reassessed on acquisition unless the business combination results
in a change in the terms of the contract that significantly modifies the cash flows that would otherwise
be required under the contract.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
2.5 Transactions with minority interests
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the
Group and are presented separately in profit or loss of the Group and within equity in the consolidated
statements of financial position, separately from parent shareholders’ equity. Transactions with minority
interests are accounted for using the entity concept method, whereby, transactions with minority interests
are accounted for as transactions with owners. On acquisition of minority interests, the difference
between the consideration and book value of the share of the net assets acquired is recognised directly
in equity. Gain or loss on disposal to minority interests is recognised directly in equity.
2.6 Foreign currency
54
(a)
Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”).
The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the
Company’s functional currency.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.6 Foreign currency (continued)
(b)
Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries and are recorded on initial recognition in the functional currencies at
exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the reporting
date. Non-monetary items denominated in foreign currencies that are measured at historical cost
are translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items denominated in foreign currencies measured at fair value are translated using the exchange
rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary
items at the reporting date are recognised in profit or loss except for exchange differences arising
on monetary items that form part of the Group’s net investment in foreign operations, which are
recognised initially in other comprehensive income and accumulated under foreign currency
translation reserve in equity. The foreign currency translation reserve is reclassified from equity
to profit or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in profit or loss for the period except for the differences arising on the translation of nonmonetary items in respect of which gains and losses are recognised directly in equity. Exchange
differences arising from such non-monetary items are also recognised directly in equity.
(c)
Foreign operations
The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling
at the reporting date and income and expenses are translated at exchange rates at the dates of
the transactions. The exchange differences arising on the translation are taken directly to other
comprehensive income. On disposal of a foreign operation, the cumulative amount recognised
in other comprehensive income and accumulated in equity under foreign currency translation
reserve relating to that particular foreign operation is recognised in the profit or loss.
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated
as assets and liabilities of the foreign operations and are recorded in the functional currency of
the foreign operations and translated at the closing rate at the reporting date.
2.7 Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property,
plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits
associated with the item will flow to the Group and to the Company and the cost of the item can be
measured reliably.
Subsequent to recognition, plant and equipment and furniture and fixtures are measured at cost
less accumulated depreciation and accumulated impairment losses, if any. When significant parts of
property, plant and equipment are required to be replaced in intervals, the Group recognises such parts
as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major
inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a
replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised
in profit or loss as incurred.
55
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.7 Property, plant and equipment (continued)
The Group has availed itself to the transitional provisions when the Malaysian Accounting Standards
Board first issued FRS1162004 which allow certain properties to be carried at their 1992 valuation less
depreciation. Accordingly, these valuations have not been updated.
Freehold land is stated at cost less accumulated impairment losses, if any. Freehold land has an unlimited
useful life and therefore is not depreciated. Depreciation is computed on a straight-line basis over the
estimated useful lives of the assets as follows:
Buildings
Leasehold land
Golf course
Motor vehicles
Office equipment, furniture and fittings
Plant and machinery
Other assets
over 29 to 86 years
over 99 years
over 60 years
20%
5% - 25%
10% - 33.3%
5% - 20%
Buildings situated on leased land are amortised over the unexpired term of leases.
Capital work-in-progress is not depreciated as these assets are not yet available for use.
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included
in the profit or loss in the year the asset is derecognised.
2.8 Investment properties
Investment properties are initially measured at cost, including transaction costs. Subsequent to initial
recognition, investment properties are carried at cost less accumulated depreciation and impairment
losses, if any.
Investment properties are depreciated over the period of the lease of 36.5 to 50 years.
Investment properties are derecognised when either they have been disposed off or when the investment
property is permanently withdrawn from use and no future economic benefit is expected from its disposal.
Any gain or loss on the retirement or disposal of an investment property is recognised in profit or loss
in the year of retirement or disposal.
2.9Goodwill
56
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less
accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to
each of the Group’s cash-generating units that are expected to benefit from the synergies of the
combination. ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.9 Goodwill (continued)
The cash-generating unit to which goodwill has been allocated is tested for impairment annually and
whenever there is an indication that the cash-generating unit may be impaired, by comparing the carrying
amount of the cash-generating unit, including the allocated goodwill, with the recoverable amount of
the cash-generating unit. Where the recoverable amount of the cash-generating unit is less than the
carrying amount, an impairment loss is recognised in the profit or loss. Impairment losses recognised
for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating
unit is disposed off, the goodwill associated with the operation disposed off is included in the carrying
amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed off in this circumstance is measured based on the relative fair values of the operations disposed
off and the portion of the cash-generating unit retained.
2.10 Land use rights
Land use rights are initially measured at cost. Following initial recognition, land use rights are measured
at cost less accumulated amortisation and accumulated impairment losses, if any. The land use rights
are amortised on a straight-line basis over the respective lease terms of 7 to 44 years.
2.11 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired.
If any such indication exists, or when an annual impairment assessment for an asset is required, the
Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in
use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (cash-generating units (“CGU”)).
In assessing value in use, the estimated future cash flows expected to be generated by the asset are
discounted to their present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses
recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount
of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of
the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued where
the revaluation was taken to other comprehensive income. In this case the impairment is also recognised
in other comprehensive income up to the amount of any previous revaluation. An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the
asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the
carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at
revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on
goodwill is not reversed in a subsequent period. 57
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.12Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating
policies so as to obtain benefits from its activities.
In the Company’s separate financial statements, investments in subsidiaries are accounted for at cost
less impairment losses.
2.13Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant
influence. An associate is equity accounted for from the date the Group obtains significant influence
until the date the Group ceases to have significant influence over the associate.
The Group’s investments in associates are accounted for using the equity method. Under the equity
method, the investment in associates is measured in the statement of financial position at cost plus
post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to
associates is included in the carrying amount of the investment. Any excess of the Group’s share of
the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost
of the investment is excluded from the carrying amount of the investment and is instead included as
income in the determination of the Group’s share of the associate’s profit or loss for the period in which
the investment is acquired. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the
Group does not recognise further losses, unless it has incurred obligations or made payments on behalf
of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise
an additional impairment loss on the Group’s investment in its associates. The Group determines at
each reporting date whether there is any objective evidence that the investment in the associate is
impaired. If this is the case, the Group calculates the amount of impairment as the difference between
the recoverable amount of the associate and its carrying value and recognises the amount in profit or
loss.
The most recent available audited financial statements of the associate is used by the Group in applying
the equity method. Where the dates of the audited financial statements used are not coterminous with
those of the Group, the share of results is arrived at from the last audited financial statements available
and management financial statements to the end of the accounting period. Uniform accounting policies
are adopted for like transactions and events in similar circumstances.
In the Company’s separate financial statements, investments in associates are stated at cost less
impairment losses, if any. On disposal of such investments, the difference between net disposal proceeds
and their carrying amounts is included in profit or loss.
2.14 Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instrument. When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition,
and the categories include financial assets at fair value through profit or loss, loans and receivables,
held-to-maturity investments and available-for-sale financial assets.
58
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.14 Financial assets (continued)
(a)
Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss if they are held
for trading or are designated as such upon initial recognition. Financial assets held for trading are
derivatives (including separated embedded derivatives) or financial assets acquired principally
for the purpose of selling in the near term.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured
at fair value. Any gains or losses arising from changes in fair value are recognised in profit or
loss. Net gains or net losses on financial assets at fair value through profit or loss do not include
exchange differences, interest and dividend income. Exchange differences, interest and dividend
income on financial assets at fair value through profit or loss are recognised separately in profit
or loss as part of other losses or other income.
Financial assets at fair value through profit or loss could be presented as current or non-current.
Financial assets that are held primarily for trading purposes are presented as current whereas
financial assets that are not held primarily for trading purposes are presented as current or noncurrent based on the settlement date.
(b)
Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using
the effective interest method. Gains and losses are recognised in profit or loss when the loans
and receivables are derecognised or impaired, and through the amortisation process.
Loans and receivables are classified as current assets, except for those having maturity dates
later than 12 months after the reporting date which are classified as non-current.
(c)
Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity are classified as held-tomaturity when the Group has the positive intention and ability to hold the investment to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when the
held-to-maturity investments are derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classified as non-current assets, except for those having maturity
within 12 months after the reporting date which are classified as current.
(d)
Available-for-sale financial assets
Available-for-sale financial assets are financial assets that are designated as available for sale or
are not classified in any of the three preceding categories.
59
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.14 Financial assets (continued)
(d)
Available-for-sale financial assets (continued)
After initial recognition, available-for-sale financial assets are measured at fair value. Any gains or
losses from changes in fair value of the financial assets are recognised in other comprehensive
income, except that impairment losses, foreign exchange gains and losses on monetary
instruments and interest calculated using the effective interest method are recognised in profit
or loss. The cumulative gain or loss previously recognised in other comprehensive income is
reclassified from equity to profit or loss as a reclassification adjustment when the financial asset
is derecognised. Interest income calculated using the effective interest method is recognised in
profit or loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss
when the Group's and the Company's right to receive payment is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at
cost less impairment loss, if any.
Available-for-sale financial assets are classified as non-current assets unless they are expected
to be realised within 12 months after the reporting date.
A financial asset is derecognised when the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount
and the sum of the consideration received and any cumulative gain or loss that had been recognised
in other comprehensive income is recognised in profit or loss. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the marketplace concerned. All
regular way purchases and sales of financial assets are recognised or derecognised on the trade date,
i.e., the date that the Group and the Company commit to purchase or sell the asset.
2.15 Impairment of financial assets
60
The Group and the Company assess at each reporting date whether there is any objective evidence
that a financial asset is impaired.
(a)
Trade and other receivables and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, assets that are assessed not to
be impaired individually are subsequently assessed for impairment on a collective basis based on
similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could
include the Group’s and the Company's past experience of collecting payments, an increase in
the number of delayed payments in the portfolio past the average credit period and observable
changes in national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between
the asset’s carrying amount and the present value of estimated future cash flows discounted at
the financial asset’s original effective interest rate. The impairment loss is recognised in profit or
loss.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.15 Impairment of financial assets (continued)
(a)
Trade and other receivables and other financial assets carried at amortised cost (continued)
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through
the use of an allowance account. When a trade receivable becomes uncollectible, it is written off
against the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does
not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit
or loss.
(b)
Unquoted equity securities carried at cost
If there is objective evidence (such as significant adverse changes in the business environment
where the issuer operates, probability of insolvency or significant financial difficulties of the issuer)
that an impairment loss on financial assets carried at cost has been incurred, the amount of the
loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. Such impairment losses are not reversed in subsequent periods.
(c)
Available-for-sale financial assets
Significant or prolonged decline in fair value below cost, significant financial difficulties of the issuer
or obligor, and the disappearance of an active trading market are considerations to determine
whether there is objective evidence that investment securities classified as available-for-sale
financial assets are impaired.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its
cost (net of any principal payment and amortisation) and its current fair value, less any impairment
loss previously recognised in profit or loss, is transferred from equity to profit or loss.
Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the
subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised
in other comprehensive income. For available-for-sale debt investments, impairment losses are
subsequently reversed in profit or loss if an increase in the fair value of the investment can be
objectively related to an event occurring after the recognition of the impairment loss in profit or
loss.
2.16 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits, and short-term,
highly liquid investments that are readily convertible to known amount of cash and which are subject
to an insignificant risk of changes in value. These also include bank overdrafts that form an integral
part of the Group’s cash management. 61
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.17 Land held for property development and property development costs
(i)
Land held for property development consists of land where no development activities have been
carried out or where development activities are not expected to be completed within the normal
operating cycle. Such land is classified within non-current assets and is stated at cost less
accumulated impairment losses, if any. Land held for property development is reclassified as property development costs at the point
when development activities have commenced and where it can be demonstrated that the
development activities can be completed within the normal operating cycle.
(ii)
Property development costs
Property development costs comprise all costs that are directly attributable to development
activities or that can be allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated,
development revenue and expenses are recognised in profit or loss by using the
completion method. The stage of completion is determined by the proportion that
development costs incurred for work performed to date bear to the estimated total
development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred
that is probable will be recoverable, and property development costs on properties sold are
recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects
liability period, is recognised as an expense immediately. Property development costs not recognised as an expense are recognised as an asset, which is
measured at the lower of cost and net realisable value. The excess of revenue recognised in the profit or loss over billings to purchasers is classified as
accrued billings within trade receivables and the excess of billings to purchasers over revenue
recognised in profit or loss is classified as progress billings within trade payables.
property
stage of
property
property
2.18Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost of raw materials, finished goods, trading goods, goods in transit and consumables is determined
using first in, first out method, and cost of food, beverage and supplies is determined on a weighted
average basis. The cost of raw materials comprises costs of purchase. The costs of finished goods and
work-in-progress comprise raw materials, direct labour, other direct costs and appropriate proportions
of manufacturing overheads based on normal operating capacity.
The cost of completed development properties comprises cost associated with the acquisition of land,
direct costs and appropriate proportions of common costs.
62
Net realisable value is the estimated selling price in the ordinary course of business less estimated
costs of completion and the estimated costs necessary to make the sale. ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.19Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of economic resources will be required to settle the obligation
and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is
no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed. If the effect of the time value of money is material, provisions are discounted using
a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of time is recognised as a finance cost.
2.20 Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position
when, and only when, the Group and the Company become a party to the contractual provisions of the
financial instrument. Financial liabilities are classified as either financial liabilities at fair value through
profit or loss or other financial liabilities.
(a)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company
that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair
value and subsequently stated at fair value, with any resultant gains or losses recognised in profit
or loss. Net gains or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at fair value through
profit or loss.
(b)
Other financial liabilities
The Group’s and the Company's other financial liabilities include trade payables, other payables
and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method. Borrowings are
classified as current liabilities unless the group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process. A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated
as a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in profit or loss.
63
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.21 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to
the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences
when the activities to prepare the asset for its intended use or sale are in progress and the expenditures
and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially
completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period they are incurred. Borrowing
costs consist of interest and other costs that the Group and the Company incurred in connection with
the borrowing of funds.
2.22 Employee benefits
(a)
Defined contribution plans
The Group participates in the national pension schemes as defined by the laws of the countries
in which it has operations. The Malaysian companies in the Group make contributions to the
Employee Provident Fund in Malaysia, while the Singaporean company in the Group makes
contributions to the Central Provident Fund scheme in Singapore; both of which are defined
contribution pension schemes. Contributions to defined contribution pension schemes are
recognised as an expense in the period in which the related service is performed.
(b)
Defined benefit plans
The Group operates an unfunded, defined benefit plan for its eligible employees. The Group’s
net obligation in respect of defined benefit plan is calculated by estimating the amount of future
benefit that employees have earned in return for their services in the current and prior periods and
that benefit is discounted to determine the present value. The discount rate is the market yield at
the balance sheet date on high quality corporate bonds or government bonds. The calculation
is performed by an actuary using the projected unit credit method.
When the benefits of a plan are improved, the portion of the increased benefit relating to past
services by employees is recognised as an expense in profit or loss on a straight line basis over the
average period until the benefits become vested. To the extent that the benefits vest immediately,
the expense is recognised immediately in profit or loss.
In calculating the Group’s obligation in respect of a plan, to the extent that any cumulative
unrecognised actuarial gain or loss exceeds ten percent of the present value of the defined
benefit obligation, that portion is recognised in profit or loss over the expected average remaining
working lives of the employees participating in the plan. Otherwise, the actuarial gain or loss is
not recognised.
Where the calculation results in a benefit to the Group, the recognised asset is limited to the net
total of any unrecognised actuarial losses and past service costs and the present value of any
future refunds from the plan or reductions in future contributions to the plan.
The amount recognised in statements of financial position represents the present value of the
defined benefit obligation adjusted for unrecognised actuarial gains and losses and unrecognised
past service costs. 64
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.23Leases
(a)
As lessee
Finance leases, which transfer to the Group and the Company substantially all the risks and
rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at
the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.
Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned
between the finance charges and reduction of the lease liability so as to achieve a constant rate
of interest on the remaining balance of the liability. Finance charges are charged to profit or loss.
Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is no
reasonable certainty that the Group and the Company will obtain ownership by the end of the
lease term, the asset is depreciated over the shorter of the estimated useful life and the lease
term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line basis
over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as
a reduction of rental expense over the lease term on a straight-line basis.
(b)
As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset
are classified as operating leases. Initial direct costs incurred in negotiating an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the
same bases as rental income. The accounting policy for rental income is set out in Note 2.25(g).
2.24 Discontinued operation
A component of the Group is classified as a “discontinued operation” when the criteria to be classified
as held for sale have been met or it has been disposed off and such a component represents a separate
major line of business or geographical area of operations or is part of a single coordinated major line of
business or geographical area of operations. A component is deemed to be held for sale if its carrying
amounts will be recovered principally through a sale transaction rather than through continuing use.
Upon classification as held for sale, non-current assets and disposal groups are not depreciated and
are measured at the lower of carrying amount and fair value less costs to sell. Any differences are
recognised in profit or loss. 2.25Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and to the Company and the revenue can be reliably measured. Revenue is measured at the fair value
of consideration received or receivable.
(a) Sale of goods
Revenue from sale of goods is recognised upon the transfer of significant risk and rewards of
ownership of the goods to the customer. Revenue is not recognised to the extent where there
are significant uncertainties regarding recovery of the consideration due, associated costs or the
possible return of goods.
65
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.25Revenue (continued)
(b)
Dividend income
Dividend income is recognised when the right to receive payment is established.
(c)
Ferry terminal operations
Revenue from ferry terminal operations is recognised based on the usage of the terminal by the
ferry operators.
(d)
Sale of high speed diesel
Sale of high speed diesel is recognised upon the transfer of significant risk and rewards of
ownership of the goods to the customer.
(e)
Rental of hotel rooms and other services
Revenue from rental of hotel rooms, sale of food and beverage and other related income are
recognised on an accrual basis.
(f)
Interest income
Interest income is recognised using the effective interest method.
(g)
Rental, parking and related services
Rental income is accounted for on a straight-line basis over the rental tenancy agreements.
Parking and related services are recognised net of discounts as and when the services are
performed.
(h) Sale of food and beverage
66
Sale of food and beverage are recognised as and when the services are performed.
(i)
Sales of properties
Revenue relating to sale of completed development properties is recognised net of discounts
upon the transfer of risks and rewards. Revenue from properties under development is accounted
for by the stage of completion method as described in Note 2.17(ii).
(j)
Income from tour, travel and recreational activities
Income from tour, travel and recreational activities is recognised as and when the services are
rendered.
(k)
Management fees
Management fees are recognised on an accrual basis.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.26 Income taxes
(a)
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting profit nor taxable profit or loss; and
-
in respect of taxable temporary differences associated with investments in subsidiaries and
associates, where the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised except: -
where the deferred tax asset relating to the deductible temporary difference arises from the
initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss; and
-
in respect of deductible temporary differences associated with investments in subsidiaries
and associates, deferred tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profit will
be available against which the temporary differences can be utilised. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to
the extent that it is no longer probable that sufficient taxable profit will be available to allow all
or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed
at each reporting date and are recognised to the extent that it has become probable that future
taxable profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted at the reporting date.
67
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.26 Income taxes (continued)
(b)
Deferred tax (continued)
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination
is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
(c)
Sales tax
Revenues, expenses and assets are recognised net of the amount of sales tax except:
-
Where the sales tax incurred on a purchase of assets or services is not recoverable from
the taxation authority, in which case the sales tax is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
-
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables in the statements of financial position.
2.27 Biological assets
Biological assets comprise oil palm planting expenditure. Expenditure incurred on new planting and the
upkeep of trees to maturity is recognised under plantation development expenditure, while replanting
expenditure is charged to profit or loss in the year in which the expenditure is incurred. A portion of
the direct overheads, which include general and administrative expenses, is similarly recognised under
biological assets until such time when the plantation attains maturity. Plantation development expenditure
is amortised over 25 years, the expected useful life of oil palm trees. Amortisation commences upon
maturity of the new plantings.
2.28 Segment reporting
For management purposes, the Group is organised into operating segments based on their products
and services which are independently managed by the respective segment managers responsible for
the performance of the respective segments under their charge. The segment managers report directly
to the management of the Company who regularly review the segment results in order to allocate
resources to the segments and to assess the segment performance. Additional disclosures on each of
these segments are shown in Note 45, including the factors used to identify the reportable segments
and the measurement basis of segment information.
2.29 Share capital and share issuance expenses
68
An equity instrument is any contract that evidences a residual interest in the assets of the Group and
the Company after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction
costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity
in the period in which they are declared.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
2.30 Treasury shares
When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the
amount of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury
shares and presented as a deduction from total equity. No gain or loss is recognised in profit or loss
on the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by
resale, the difference between the sales consideration and the carrying amount is recognised in equity.
2.31Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not
wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial position of the Group
and of the Company.
3.
Significant accounting judgements and estimates
The preparation of the Group’s financial statements requires management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the
disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amount of the
asset or liability affected in the future.
3.1 Judgements made in applying accounting policies
In the process of applying the Group’s accounting policies, management has made the following
judgements, apart from those involving estimations, which have the most significant effect on the
amounts recognised in the financial statements:
(a)
Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on FRS 140 in making judgment whether a property
qualified as an investment property. Investment property is a property held to earn rentals or for
capital appreciation or both.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and
another portion that is held for use in the production or supply of goods or services or for
administrative purposes. If these portions could be sold separately (or leased out separately under
a finance lease), the Group would account for the portions separately. If the portions could not be
sold separately, the property is an investment property only if an insignificant portion is held for
use in the production or supply of goods or services or for administrative purposes. Judgement
is made on an individual property basis to determine whether ancillary services are so significant
that a property does not qualify as investment property.
Short term leasehold building of the Group is being substantially let out to earn rental income.
Accordingly, this property is classified as investment property.
(b)
Impairment of financial assets
The Group follows the guidance of FRS 139 in determining when a financial asset is considered
impaired. This determination requires significant judgement. The Group evaluates, among other
factors, the duration and extent to which the fair value of a financial asset is less than its cost;
and the financial health of and the near-term business outlook of the issuer of the instrument,
including factors such as industry performance, changes in technology and operational and
financing cash flows.
69
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
3.
Significant accounting judgements and estimates (continued)
3.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.
(a)
Impairment of goodwill
Goodwill, brands and other indefinite life intangibles are tested for impairment annually and at
other times when such indicators exist. This requires an estimation of the value in use of the
cash-generating units to which goodwill and brands are allocated.
When value in use calculations are undertaken, management must estimate the expected future
cash flows from the asset or cash-generating unit and choose a suitable discount rate in order
to calculate the present value of those cash flows. Further details of the carrying value, the key
assumptions applied in the impairment assessment of goodwill and brands and sensitivity analysis
to changes in the assumptions are given in Note 19. The carrying amount of the Group's goodwill
is disclosed in Note 19.
(b)
Impairment of receivables
The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group
considers factors such as the probability of insolvency or significant financial difficulties of the
debtor and default or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics.
The carrying amount of the Group’s receivables at the reporting date is disclosed in Note 23.
(c)
Property development
The Group recognises property development revenue and expenses in the income statements by
using the stage of completion method. The stage of completion is determined by the proportion
that property development costs incurred for work performed to date bear to the estimated total
property development costs.
Significant judgement is required in determining the stage of completion, the extent of the property
development costs incurred, the estimated total property development revenue and costs, as well
as the recoverability of the property development costs. In making the judgement, the Group
evaluates based on past experience and by relying on the work of specialists.
(d)
Retirement benefit obligations
The Group has contracted an actuaries to determine the Group’s obligations in respect of the
defined benefit plan of the Group. The estimate of the obligations is dependent on the assumptions
of the discount rate, future salary increases and price inflation. Any change in these assumptions
will affect the estimates.
(e)Provisions
The provisions are determined based on the management’s best estimates after considering
the probable outflow of resources embodying economic benefits will be required to settle the
obligation.
70
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
3.
Significant accounting judgements and estimates (continued)
3.2 Key sources of estimation uncertainty (continued)
(f) Useful lives of plant and equipment
The cost of plant and equipment is depreciated on a straight-line basis over the plant and
equipment’s estimated useful lives. Management estimates the useful lives of these plant and
equipment (excludes freehold land, leasehold land, golf course and buildings) to be within 1 to
10 years. The carrying amount of the Group’s plant and equipment at 28 February 2011 was
RM35,080,000 (2010: RM45,151,000). Changes in the expected level of usage and technological
developments could impact the economic useful lives and the residual values of these assets,
therefore future depreciation charges could be revised.
The furniture and fittings of a subsidiary, Selasih Ekslusif Sdn. Bhd., costing RM3,183,000 (2010:
RM3,829,000) during the year was depreciated on a straight-line basis over the assets’ estimated
useful lives of 10 years. The Group is confident that Selasih Ekslusif Sdn. Bhd. will be able to
renew the lease of shop lots for the remaining useful life of its furniture and fittings even though
the remaining lease period of the tenancy agreement is 5 years. There would have been an
additional depreciation charge of RM163,000 (2010: RM163,000) per annum had the assets been
depreciated in accordance with the remaining lease period of 4 years.
(g)
Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances
to the extent that it is probable that taxable profit will be available against which the losses and
capital allowances can be utilised. Significant management judgement is required to determine
the amount of deferred tax assets that can be recognised, based upon the likely timing and level
of future taxable profits together with future tax planning strategies.
The carrying amount of recognised and unrecognised tax losses and capital allowances of the
Group is disclosed in Note 24.
4.Revenue
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000 Sale of goods
662,314 608,902 –
–
Gross dividends
- subsidiaries
–
–
31,372 26,676
- quoted investment in Malaysia
–
72 –
–
- others
44 –
44 –
Ferry terminal operations
6,773 7,389 –
–
Sale of high speed diesel
8,052 10,025 –
–
Rental of hotel rooms and other
services
25,923 25,097 –
–
Management fee charged to a subsidiary
–
–
300 600
Interest income
- subsidiaries
–
–
16,527 18,663
- fixed deposits
1,794 1,166 312 234
Rental, parking and related services
25,654 23,217 –
–
Sale of food and beverage
13,037 12,851 –
–
Sale of properties
165 6,231 –
–
Tour, travel and recreational activities
1,033 1,211 –
–
744,789 696,161 48,555 46,173
71
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
5.
Other income
Included in other income are as follows:
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000 Gain on disposal of land use rights
1,530 –
–
–
Gain on disposal of marketablesecurities
–
417 –
–
Gain on disposal of property,
plant and equipment
15,814 14 –
–
Gain on disposal of subsidiaries
–
3,806 553,077 –
Gain on dissolution of subsidiaries
–
365 –
–
Gain on foreign exchange
- unrealised
1,217 459 –
80
- realised
5,488 1,309 –
–
Incentive income
10,964 8,796 –
–
Rental income
- advertisement space
3,551 2,779 –
–
- property, plant and equipment
and land use rights
1,234 2,010 –
–
- others
200 199 –
–
Reversal of allowance for slow
moving inventories
817 3,543 –
–
land use rights
767 315 –
–
Changes in fair value of
237 –
237 –
Reversal of impairment loss on property,
plant and equipment
3,333 5,369 –
–
Reversal of impairment loss onreceivables
- third parties
103 553 –
–
- subsidiaries
–
–
38 –
Reversal of inventories written down*
821 75 –
–
Reversal of provisions (Note 38)
27,635 53,170 27,635 53,170
*
The reversal of inventories written down was made when the related inventories were sold above their
carrying amounts.
6.
2011 2010
RM’000 RM’000
Wages and salaries
Social security contribution
Contribution to definedcontribution plan
Increase in liability for definedbenefit
plan (Note 33(d))
Other benefits
57,783
668
6,055 53,510 482 5,786 302 –
28 482
–
49
419 4,160 516 4,310 –
37 –
–
69,085 64,604 367 531
72
Included in employee benefits expense of the Group and of the Company are executive directors’ remuneration
amounting to RM1,056,000 (2010: RM1,551,000) and RM258,000 (2010: RM459,000) respectively.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
7.
Directors’ remuneration
The details of remuneration receivable by directors of the Company during the year are as follows:
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000 Executive:
Salaries and other emoluments
943 1,403 230 410
Defined contribution plan
113 148 28 49
Total executive directors’
remuneration (excluding benefits-
in-kind) (Note 6)
1,056 1,551 258 459
Estimated money value of
benefits-in-kind
7
–
4
–
Total executive directors’
remuneration (including benefits-
in-kind)
1,063 1,551 262 459
Non-Executive:
Other emoluments
18 18 –
–
Fees
108 72 72 72
Total non-executive directors’
remuneration (excluding benefits-
in-kind)
126 90 72 72
Estimated money value of
benefits-in-kind
22 –
22 –
Total non-executive directors’
remuneration (including benefits-
in-kind)
148 90 94 72
Total directors’ remuneration
1,211 1,641 356 531
The number of directors of the Company whose total remuneration during the financial year fell within the
following bands is analysed below:
Number of directors
2011 2010
Executive directors:
RM250,001 - RM300,000
1
–
RM300,001 - RM350,000
1
–
RM400,001 - RM450,000
–
2
RM450,001 - RM500,000
1
–
RM650,001 - RM700,000
–
1
Non-executive directors:
Below RM50,000
7
6
73
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
8.
Other operating expenses
Included in other operating expenses are as follows:
2011 2010
RM’000 RM’000
702 604 –
–
Amortisation of other investments
12 –
–
–
Auditor’s remuneration:
- statutory audit
897 761
58 46
69 –
–
–
Cost of acquisition and reorganisation*
40,496 –
–
–
- third parties
209 239 –
–
- subsidiaries
–
–
95,153 –
Impairment loss on investment in subsidiaries
–
–
–
5,352
Impairment loss on land held for
property development
187 1,187 –
–
Changes in fair value of
–
373 –
746
758 1,353 –
–
275 223 –
–
Lease of land
216 216 –
–
Legal and professional fees
8,970 1,022 2,049 595
Loss on foreign exchange
- unrealised
90 –
90 –
Loss on disposal of property,
plant and equipment
–
55 –
–
Loss on disposal of subsidiaries
–
–
–
380
Loss on dissolution of subsidiaries
–
–
–
1,083
Management fee charged
by a subsidiary
–
–
240 540
written off
161 5,405 –
–
Rental expense
15,851 15,520 –
–
Waiver of debts
–
1,468 –
1,468
*
Cost of acquisition and reorganisation relates to the corporate exercise as detailed in Note 48(d).
9.
Finance costs
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000
Interest expense on:
- bankers’ acceptance
390 87 –
–
- bank overdrafts
386 114 –
–
- obligations under finance leases
141 69 2
2
- term loans
21,110 20,190 15,511 15,386
- others
11 4
–
–
Total finance costs
22,038 20,464 15,513 15,388
74
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
10. Income tax expense
Major components of income tax expense
The major components of income tax expense for the financial years ended 28 February 2011 and 2010 are
as follows:
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000
Taxation on continuing operations
23,435 11,373 8,113 5,559
Taxation on discontinued
operation (Note 11)
–
(1)
–
–
23,435 11,372 8,113 5,559
Current income tax
- Malaysian income tax
21,058 18,251 7,563 5,653
- Under/(over) provision in respect
of previous years
1,023 (577)
550 (94)
22,081 17,674 8,113 5,559
Deferred income tax (Note 24)
- Origination and reversal of
temporary differences
42 (6,073)
–
–
- Under/(over) provision in respect
of previous years
1,312 (229)
–
–
1,354 (6,302)
–
–
Income tax expense recognised
in profit or loss
23,435 11,372 8,113 5,559
75
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
10. Income tax expense (continued)
Reconciliation between tax expense and accounting profit
The reconciliation between tax expense and the product of accounting profit multiplied by the applicable
corporate tax rate for the financial years ended 28 February 2011 and 2010 are as follows:
Profit before tax from continuing operations
Profit before tax from discontinued
operation (Note 11)
2010 RM’000 Company
2011 2010
RM’000 RM’000
73,700 114,459 512,983 82,205
–
2,382 –
–
2011 RM’000 Group 73,700 116,841 512,983 82,205
Taxation at statutory rate
18,425 29,210 128,246 20,551
Effect of income subject to tax rate of 20%
–
(25)
–
–
Effect of different tax rates in
other country
446 –
–
–
Effect of expenses not deductible
for tax purposes
10,553 8,255 24,474 2,365
Effect of income not subject
to taxation
(12,331)
(17,210)
(145,152)
(17,263)
Utilisation of previously
unrecognised deferred tax assets
(2,832)
(2,858)
(5)
–
Deferred tax assets recognised
during the year
–
(5,790)
–
–
Deferred tax assets not
recognised during the year
6,839 596 –
–
Under/(over) provision of deferred
tax in previous years
1,312 (229)
–
–
Under/(over) provision of income tax in respect of previous years
1,023 (577)
550 (94)
Income tax expense recognised in profit and loss
23,435 11,372 8,113 5,559
76
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
11. Discontinued operation
On 10 October 2008, the Company had entered into a conditional share sale agreement (“Agreement”) with
Persepsi Gemilang Sdn. Bhd. (“PGSB”) for the disposals of the Company’s entire equity interests in Atlan
Engineering Sdn. Bhd. (“AESB”) and Atlan Industries Sendirian Berhad (“AISB”) for a total cash consideration
of RM11,477,382 to PGSB. The disposals were completed on 26 March 2009.
(i)
The results of the discontinued operation for the prior year ended 28 February 2010 were as
follows:
Revenue
Other income
Expenses
Profit before tax (Note 10)
Taxation (Note 10)
Group
2010
RM’000
6,070
4
(3,692)
2,382
1
Profit for the year
2,383
(ii) The cash flows attributable to the discontinued operation were as follows:
Group
2010
RM’000
Operating cash flows
3,104
Investing cash flows
(249)
Financing cash flows
(176)
Total cash flows
2,679
(iii) The following had been included in arriving at profit before tax of the discontinued operation:
Group
2010
RM’000
13
Depreciation
175
Interest expense
72
- staff salaries and related cost
127
- contribution to defined contribution plan
16
77
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
11. Discontinued operation (continued)
(iv)
The effects of the disposals on the financial position of the Group were as follows:
Group
2010
RM’000
23,413 Land use rights
5,803
Inventories
5,816
Receivables
10,663
841
Borrowings
(12,059)
(753)
Payables (21,706)
Tax payable
(6)
Less: prior year adjustment (Note 46)
(4,341)
Net assets disposed
7,671
Consideration
11,477
Net assets disposed
(7,671)
Gain on disposal to the Group
3,806
Cash inflow arising on disposals:
Consideration
11,477
Cash and cash equivalents disposed
(841)
Net cash inflow
10,636
12. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year, net of tax, attributable to
owners of the parent by the weighted average number of ordinary shares outstanding during the financial
year.
The Company does not have any diluted earnings per share.
The following reflect the profit and share data used in the computation of basic earnings per share for the
years ended 28 February:
Profit from continuing operations
Minority interests
Adjusted profit from continuing operations
Profit from discontinued operation
Adjusted profit attributable to owners of the parent
78
2011 RM’000 Group
2010
RM’000
50,265 (20,083)
103,086
(15,766)
30,182 –
87,320
2,383
30,182 89,703
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
12. Earnings per share (continued)
Group
2011 2010
Number Number
of shares of shares
‘000 ‘000
Weighted average number of ordinary shares for basic earnings
per share computation*
249,237 225,655
*
The weighted average number of shares takes into account the weighted average effect of changes
in treasury shares transactions during the year.
Group
2011 2010
Sen per Sen per
share share
Basic earnings per share attributable to owners of the parent
12.11 38.70
- Discontinued operation
–
1.06
12.11 39.76
(a) Continuing operations
Basic earnings per share amounts are calculated by dividing profit for the year from continuing operations,
net of tax, attributable to owners of the parent by the weighted average number of ordinary shares
outstanding during the financial year.
(b)
Discontinued operation
The basic earnings per share from discontinued operation are calculated by dividing the profit from
discontinued operation, net of tax, attributable to owners of the parent by the weighted average number
of ordinary shares outstanding during the financial year.
There have been no transactions involving ordinary shares or potential ordinary shares since the reporting
date and before the completion of these financial statements.
13.Dividends
Group and Company
2011 2010
RM’000 RM’000
Recognised during the financial year:
Dividends on ordinary shares:
- First interim single tier (2010: tax exempt) dividend of 5% (2010: 5%)
12,001 11,378
- Second interim single tier (2010: tax exempt) dividend of 5%(2010: 1%)
12,601 2,252
- Third interim tax exempt (2010: tax exempt) dividend of 2%(2010: 3%)
5,040 6,595
- Fourth interim single tier dividend of 6%
–
13,831
29,642 34,056
79
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
13.Dividends (continued)
On 14 March 2011, the Company declared a fourth interim single tier ordinary dividend of 5% in respect of
the financial year ended 28 February 2011 amounting to RM12.6 million, which was paid on 13 April 2011.
The financial statements for the current financial year do not reflect this interim dividend, but will be accounted
for in equity as an appropriation of retained earnings in the financial year ending 29 February 2012.
For the financial year ended 28 February 2011, the Company declared 12,000,474 (2010: 11,525,377) treasury
shares as share dividends on the basis of one treasury share for every existing twenty ordinary shares (2010:
one treasury share for every existing twenty ordinary shares) of RM1 each to shareholders of the Company.
14. Property, plant and equipment
Office Capital equipment, Land and Golf work-in- Motor furniture Plant and Other buildings* course progress vehicles and fittings machinery assets Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
At 28 February 2011
Cost At 1 March 2010
471,839 44,648 14,160 8,418 57,945 139,017 2,794 Effect of adopting FRS 117
30,847 –
–
–
–
–
–
Prior year adjustment (Note 46)
–
–
–
–
–
4,341 –
At 1 March 2010 (restated)
502,686 44,648 14,160 8,418 57,945 143,358 2,794 Additions
1,456 –
6,285 1,804 3,588 1,743 73 Disposals
(17,922)
–
(415)
(695)
(592)
(16,718)
–
Write-offs
(189)
–
–
–
(426)
(289)
(12)
Acquisition of subsidiaries (Note 20(b))
–
–
–
–
7
–
–
Reclassification
12,501 –
(18,097)
–
(544)
7,586 (1,446)
Adjustment#
(225)
–
–
–
–
–
–
At 28 February 2011
498,307 44,648 1,933 9,527 59,978 135,680 1,409 Accumulated depreciation and impairment losses
At 1 March 2010
169,285 19,473 –
7,155 41,501 131,029 1,839 Effect of adopting FRS 117
3,989 –
–
–
–
–
–
738,821
30,847
4,341
774,009
14,949
(36,342)
(916)
7
–
(225)
751,482
370,282
3,989
Depreciation charge for the year
Impairment loss reversed^
Disposals
Write-offs
Reclassification
173,274 9,049 (362)
(14,482)
(152)
–
21 19,473 524 (2,971)
–
–
–
–
–
–
–
–
–
–
–
7,155 695 –
(678)
–
–
(1)
41,501 4,208 –
(566)
(374)
1
(433)
131,029 5,163 –
(16,427)
(220)
–
1,273 1,839 374,271
151 19,790
–
(3,333)
– (32,153)
(9)
(755)
–
1
(860)
–
At 28 February 2011
167,348 17,026 –
7,171 44,337 120,818 1,121 357,821
Analysed as:
Accumulated depreciation
60,139 7,375 –
7,171 44,307 119,728 1,121 239,841
Accumulated impairment losses
107,209 9,651 –
–
30 1,090 – 117,980
167,348 17,026 –
7,171 44,337 120,818 1,121 357,821
Net carrying amount
330,959 27,622 1,933 2,356 15,641 14,862 288 393,661
80
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
14. Property, plant and equipment (continued)
Office Capital equipment, Land and Golf work-in- Motor furniture Plant and Other buildings* course progress vehicles and fittings machinery assets Total
Group
At 28 February 2010
Cost
At 1 March 2009
Effect of adopting FRS 117
461,474 22,332 39,935 –
33,227 –
8,409 –
58,565 –
125,097 –
7,120 733,827
– 22,332
Additions
Disposals
Write-offs
Reclassification
Reclassify to land use rights (Note 17)
Reclassify to investment properties
(Note 16)
483,806 11,728 (18)
(19)
4,793 4,264 –
39,935 –
–
–
–
4,713 –
33,227 4,993 –
(4,991)
–
(16,178)
(2,891)
8,409 165 (149)
(47)
233 (193)
–
58,565 2,515 (263)
(1,411)
1,824 (3,285)
–
125,097 6,168 (3,012)
(89)
63 15,131 –
7,120 756,159
103 25,672
–
(3,442)
(1) (6,558)
24
6,937
(4,452)
–
–
(2,891)
(1,868)
–
–
–
–
–
At 28 February 2010
502,686 44,648 14,160 8,418 57,945 143,358 –
(1,868)
2,794 774,009
Accumulated depreciation and impairment losses
At 1 March 2009
161,535 21,249 2,528 6,646 41,077 122,295 4,060 359,390
3,674 –
–
–
–
–
–
3,674
165,209 21,249 2,528 6,646 41,077 122,295 4,060 363,064
7,675 381 –
670 4,232 5,429 383 18,770
(683) (2,157)
(2,528)
–
(1)
–
–
(5,369)
Disposals
(11)
–
–
(94)
(166)
(2,836)
–
(3,107)
Write-offs
(4)
–
–
(9)
(1,064)
(75)
(1) (1,153)
285 –
–
135 1,691 56 25 2,192
Reclassification
929 –
–
(193)
(4,268)
6,160 (2,628)
–
Reclassify to investment properties
(Note 16)
(126)
–
–
–
–
–
–
(126)
At 28 February 2010
173,274 19,473 –
7,155 41,501 131,029 1,839 Analysed as:
51,221 6,851 –
7,155 41,471 122,696 1,839 Accumulated impairment losses
122,053 12,622 –
–
30 8,333
–
173,274 19,473 –
7,155 41,501 131,029 1,839 Net carrying amount
329,412 25,175 14,160 1,263 16,444 12,329 955 374,271
231,233
143,038
374,271
399,738
81
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
* Land and buildings
Long term leasehold Freehold Buildings land land Total
RM’000 RM’000 RM’000 RM’000
Group
At 28 February 2011
Cost
At 1 March 2010
387,654 –
84,185 471,839
384 30,463 –
30,847
388,038 30,463 84,185 Additions
1,456 –
–
Disposals
(13,890)
–
(4,032)
Write-offs
(189)
–
–
Reclassification
12,501 –
–
Adjustment#
(225)
–
–
At 28 February 2011
387,691 30,463 80,153 Accumulated depreciation
and impairment losses
At 1 March 2010
165,324 –
3,961 Effect of adopting FRS 117
100 3,889 –
165,424 3,889 3,961 Depreciation charge for the year
8,678 371 –
(362)
–
–
Disposals
(13,890)
–
(592)
Write-offs
(152)
–
–
Reclassification
21 –
–
502,686
1,456
(17,922)
(189)
12,501
(225)
498,307
169,285
3,989
173,274
9,049
(362)
(14,482)
(152)
21
At 28 February 2011
159,719 4,260 3,369 167,348
Analysed as:
58,380 1,759 –
60,139
101,339 2,501 3,369 107,209
159,719 4,260 3,369 167,348
Net carrying amount
227,972 26,203 76,784 330,959
82
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
* Land and buildings
Long term leasehold Freehold Buildings land land Total
RM’000 RM’000 RM’000 RM’000
Group
At 28 February 2010
Cost
At 1 March 2009
377,289 –
84,185 461,474
384 21,948 –
22,332
377,673 21,948 84,185 483,806
Additions
3,213 8,515 –
11,728
Disposals
(18)
–
–
(18)
Write-offs
(19)
–
–
(19)
4,793 –
–
4,793
Reclassification
4,264 –
–
4,264
Reclassified to investment properties
(1,868)
–
–
(1,868)
At 28 February 2010
388,038 30,463 84,185 502,686
and impairment losses
At 1 March 2009
157,574 –
3,961 161,535
96 3,578 –
3,674
157,670 3,578 3,961 165,209
7,364 311 –
7,675
(683)
–
–
(683)
Disposals
(11)
–
–
(11)
Write-offs
(4)
–
–
(4)
285 –
–
285
Reclassification
929 –
–
929
Reclassified to investment properties
(126)
–
–
(126)
At 28 February 2010
165,424 3,889 3,961 173,274
Analysed as:
49,833 1,388 –
51,221
115,591 2,501 3,961 122,053
165,424 3,889 3,961 173,274
Net carrying amount
222,614 26,574 80,224 329,412
83
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Office equipment, furniture Motor and fittings vehicles Total
RM’000 RM’000 RM’000
Company
At 28 February 2011
Cost
At 1 March 2010 and 28 February 2011
73 467 540
At 1 March 2010
58 455 513
4
9
13
At 28 February 2011
62 464 526
Net carrying amount
11 3
14
At 28 February 2010
Cost
At 1 March 2009
73 875 948
Transfer to a subsidiary
–
(408)
(408)
At 28 February 2010
73 467 540
At 1 March 2009
53 834 887
Transfer to a subsidiary
–
(408)
(408)
5
29 34
At 28 February 2010
58 455 513
Net carrying amount
15 12 27
#
relates to subsequent discounts given by a supplier.
^
reversal of impairment loss has been made to increase the carrying value of the golf course to its
estimated recoverable amount based on indicative valuations provided by an independent firm of
valuers.
84
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(a)
During the financial year, the Group acquired property, plant and equipment with an aggregate cost of
RM4,064,000 (2010: RM108,000) by means of finance leases. The cashflow on acquisition of property,
plant and equipment amounted to RM10,885,000 (2010: RM25,564,000).
The carrying amount of property, plant and equipment held under finance leases as at reporting date
are as follows:
Group Company
2011 2010 2011 2010
RM’000 RM’000 RM’000 RM’000
Motor vehicles
1,740 948 3
12
Plant and machinery
2,648 –
–
–
4,388 948 3
12
(b) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note
34) are as follows:
2011 RM’000 Group
2010
RM’000
Freehold land
56,385 56,384
Leasehold land
1,671 1,703
Buildings
69,494 73,089
127,550 131,176
(c) Included in the plant and machinery of the Group are staff costs capitalised amounting to RM556,000
(2010: RM327,000).
15. Land held for property development
Development Freehold Leasehold costs land land Total
RM’000 RM’000 RM’000 RM’000
Group
At 28 February 2011
Cost
At 1 March 2010
39,715 41,530 16,301 Additions
7,439 –
–
Transfer to assets classified as held for sale (Note 28)
(14,795)
(27,403)
–
At 28 February 2011
32,359 14,127 16,301 97,546
7,439
(42,198)
62,787
85
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
15. Land held for property development (continued)
Development Freehold Leasehold costs land land Total
RM’000 RM’000 RM’000 RM’000
Group
At 28 February 2011
Accumulated impairment losses At 1 March 2010
–
3,534 980 4,514
Impairment losses for the year
–
–
187 187
At 28 February 2011
–
3,534 1,167 4,701
Net carrying amount
32,359 10,593 15,134 58,086
At 28 February 2010
Cost
At 1 March 2009
32,330 40,285 16,301 88,916
Additions
7,385 1,245 –
8,630
At 28 February 2010
39,715 41,530 16,301 97,546
At 1 March 2009
–
2,534 793 3,327
Impairment losses for the year
–
1,000 187 1,187
At 28 February 2010
–
3,534 980 4,514
Net carrying amount
39,715 37,996 15,321 93,032
The freehold land under development with carrying value of RM17,296,000 (2010: Nil) has been pledged as
security for borrowings (Note 34).
16. Investment properties
Group
2011 2010
RM’000 RM’000
Cost
At 1 March 2010/2009
126,382 124,467
Additions
1,069 47
Reclassify from property, plant and equipment (Note 14)
–
1,868
Write off
(255)
–
At 28 February 2011/2010
127,196 126,382
86
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
16. Investment properties (continued)
Group
2011 RM’000 2010
RM’000
Accumulated depreciation and impairment losses
At 1 March 2010/2009
70,055 66,492
–
126
3,601 3,437
Write off
(255)
–
73,401 70,055
Net carrying amount53,79556,327
Fair value
82,000 70,000
Direct operating expenses arising from investment properties
included in income statement
20,161 19,936
The fair value of the investment properties as at 28 February 2011 was based on a valuation by an independent
qualified valuer. Valuation was based on current prices in an active market for certain properties and where
appropriate, the investment method reflecting receipt of contractual rentals, expected future market rentals,
current market yields, void periods and maintenance requirements and approximate capitalisation rates is
used.
Investment properties with net carrying amount of RM53,162,000 (2010: RM55,686,000) is situated on a land
owned by a third party with whom the Group has an operating lease arrangement as disclosed in Note 39(b).
Investment properties with a net carrying amount of RM53,162,000 (2010: RM55,686,000) are pledged as
securities for borrowings (Note 34).
17. Land use rights
Group
2011 RM’000 2010
RM’000
Cost
At 1 March 2010/2009
61,467 44,761
(30,847)
(22,332)
At 1 March 2010/2009 (restated)
Disposals
30,620 –
(48)
–
22,429
5,300
–
2,891
30,572
30,620
87
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
17. Land use rights (continued)
Accumulated amortisation and impairment losses
At 1 March 2010/2009
2011 RM’000 Group
13,277
(3,989)
2010
RM’000
12,373
(3,674)
At 1 March 2010/2009 (restated)
Amortisation for the year (Note 8)
Disposals
Reversal of impairment losses (Note 5)
9,288
–
702
(22)
(767)
8,699
300
604
–
(315)
9,201
9,288
Net carrying amount
21,37121,332
Amount to be amortised:
- Not later than 1 year
- Later than 1 year but not later than 5 years
- Later than 5 years
662
2,650
18,059
653
2,615
18,064
21,371
21,332
The net carrying amount of land use rights pledged as securities for borrowings (Note 34) is RM12,251,000
(2010: RM12,541,000).
18. Biological assets
Group
2011
2010
RM’000
RM’000
Cost
At 1 March 2010/2009
Additions
2,168
449
1,779
389
2,617
2,168
As at 28 February 2011, the biological assets have not reached maturity, hence, amortisation has not
commenced.
88
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
19.Goodwill
Group
2011
2010
RM’000
RM’000
Cost
At 1 March 2010/2009
28,462
–
19,760
8,702
28,462
28,462
Impairment tests for goodwill
Allocation of goodwill
Goodwill has been allocated to the Group’s cash-generating unit (“CGU”) identified according to business
segment as follows:
Group
2011
2010
RM’000
RM’000
Trading of duty free goods and non-dutiable merchandise
Property and hospitality
27,408
1,054
27,408
1,054
28,462
28,462
Key assumptions used in value-in-use calculations
The recoverable amount of the CGU is determined based on value-in-use calculations using cash flow
projections based on financial forecasts with key assumptions approved by management covering a 5-year
period with a growth rate of approximately 5%. The forecasted growth rate used to extrapolate cash flow
beyond the 5-year period is 1% (2010: 1%).
Key assumptions and management’s approach to determine the values assigned to each key assumption
are as follows:
(i)
Budgeted gross margin
The basis used to determine the value assigned to the budgeted gross margin is the average gross
margin achieved in the year immediately before the budgeted year, increased for expected effiency
improvements. The budgeted gross margin for trading of duty free goods and non-dutiable merchandise
segment are in the range of 11% to 27% (2010: 10% to 26%) whereas for property and hospitality
segment, it is 40% to 69% (2010: 68%).
(ii)
Selling price
The selling price used to calculate the cash inflows from operations was determined after taking into
consideration price trends of the industries in which the CGUs are exposed to. Value assigned are
consistent with the external sources of information.
(iii)
Discount rate
The discount rate applied to the cash flow projections of 7.1% (2010: 13.2%) is based on the weighted
average cost of capital of the Group.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of all CGUs, the management believes that any reasonable
change in any of the above key assumptions would not cause the carrying value of the units to materially
exceed their recoverable amounts.
89
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
20. Investment in subsidiaries
Company
2011
2010
RM’000
RM’000
Quoted equity instruments, at cost
In Malaysia
Outside Malaysia
–
784,367
Unquoted shares, at cost
784,367
437,622
98,329
428,104
Less: Accumulated impairment losses
1,221,989
(5,352)
526,433
(5,352)
1,216,637
521,081
Market value of quoted equity instruments:
In Malaysia
Outside Malaysia
(a)
–
796,564
674,505
–
Details of the subsidiaries, which were incorporated in Malaysia (unless otherwise indicated), as at 28
February 2011, are as follows:
Name of Company
Proportion of
ownership interest
2011
2010
%
%
Arah Induk Sdn. Bhd.
100
100
Dormant
Atlan Properties Sdn. Bhd.
100
100
Investment holding
Atlan Technology Sdn. Bhd.
100
100
Dormant
Atlan Orient Sdn. Bhd.
100
100
Dormant
100
100
Dormant
Seven Wonders of The World
Sdn. Bhd.
100
100
Dormant
58
58
Investment holding
* Principal Assets Pte. Ltd.
(Incorporated in Federal
Territory of Labuan)
Naluri Properties Sdn. Bhd.
100
100
+^ Duty Free International Limited
(Incorporated in Singapore)
(formerly known as Esmart
Holdings Limited) (“DFI”)
90
98,329
–
81
–
Property investment, general
construction and apartment hotel
business
Investment holding
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
20. Investment in subsidiaries (continued)
(a)
February 2011, are as follows: (continued)
Name of Company
Proportion of
ownership interest
2011
2010
%
%
United Industries Holdings
Sdn. Bhd.
100
100
Investment holding
MHS Land Sdn. Bhd.
51
51
Investment holding
Zon Hospitality Services Sdn. Bhd.
100
100
Provision of hospitality management
and related services
Blossom Time Sdn. Bhd.
100
100
Property development
Timeless Image Sdn. Bhd.
100
100
Investment holding
International Aviation Consultants
Sdn. Bhd.
100
100
Dormant
RZ Equities Sdn. Bhd.
100
100
Dormant
Trifiniti Networks Sdn. Bhd.
100
100
Dormant
Atlan Assets Sdn. Bhd.
100
100
Dormant
Atlan Management Sdn. Bhd.
100
100
Providing various administration,
advisory, management, planning,
functions and assistance to its
holding company and related
companies
Atlan Development Sdn. Bhd.
100
100
Dormant
Atlan Capital Sdn. Bhd.
100
100
Dormant
Ocean Pride Sdn. Bhd.
100
100
Dormant
Tegapasti Sdn. Bhd.
100
100
Dormant
Belia Karisma Sdn. Bhd.
100
100
Dormant
Radiant Ranch Sdn. Bhd.
(Note 48(c))
100
–
Resort development
DFZ Capital Berhad (Note 48(d))
–
75
Investment holding
Darul Metro Sdn. Bhd. (Note 48(d))
–
100
Letting out properties
Binamold Sdn. Bhd. (Note 48(b))
–
100
Property investment
–
100
(Note 48(b))
Operator of ferry terminal, car park
and trading of high speed diesel
91
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(a)
Name of Company
Held through Atlan Properties
Sdn. Bhd.
Proportion of
ownership interest
2011
2010
%
%
38
38
Investment holding
Held through Belia Karisma Sdn. Bhd.
# Naluri International Limited
50
(Incorporated in Hong Kong)
50
Investment holding
Held through Atlan Assets Sdn. Bhd.
# Naluri International Limited
50
(Incorporated in Hong Kong)
50
Investment holding
100
100
Dormant
100
100
Dormant
Held through DFI
DFZ Capital Berhad (“DFZ”)
(Note 48(d))
80
–
Investment holding
Darul Metro Sdn. Bhd. (Note 48(d))
81
–
Letting out properties
Held through MHS Land Sdn. Bhd.
Gardenia Success Sdn. Bhd.
Held through Naluri International
Limited
TRIM Capital Management (M)
Sdn. Bhd.
Held through DFZ
DFZ Trading Sdn. Bhd.
80
75
Investment holding and
management services
Orchard Boulevard Sdn. Bhd.
80
75
Investment holding and resort
development
Selasih Ekslusif Sdn. Bhd.
80
75
Retailer of duty free merchandise
and operation of a supermarket
and department store
Winner Prompt Sdn. Bhd.
80
75
Licensed distributor and wholesaler
of duty free merchandise
DFZ Asia Sdn. Bhd.
Investment holding
80
75
Emas Kerajang Sdn. Bhd.
80
75
Retailer of duty free and non-dutiable
merchandise
Seruntun Maju Sdn. Bhd.
80
75
merchandise
Binamold Sdn. Bhd. (Note 48(b))
Property investment
80
–
80
–
(Note 48(b))
92
Operator of ferry terminal, car park
and trading of high speed diesel
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(a)
Name of Company
Proportion of
ownership interest
2011
2010
%
%
Held through DFZ Trading Sdn. Bhd.
DFZ Duty Free Supplies Sdn. Bhd.
80
75
Wholesaler and distributor of duty
free and non-dutiable merchandise
Cergasjaya Sdn. Bhd.
80
75
Wholesaler and retailer of duty free
and non-dutiable merchandise
Jelita Duty Free Supplies Sdn. Bhd.
80
75
Wholesaler and distributor of duty
free and non-dutiable merchandise
Jasa Duty Free Sdn. Bhd.
80
75
merchandise
DFZ (M) Sdn. Bhd.
80
75
merchandise
DFZ Emporium Sdn. Bhd.
80
75
merchandise
DFZ Duty Free (Langkawi) Sdn. Bhd. 80
75
merchandise
Wealthouse Sdn. Bhd.
80
75
merchandise
Melaka Duty Free Sdn. Bhd.
41
38
merchandise
Zon Emporium Sdn. Bhd.
80
75
merchandise
Media Zone Sdn. Bhd.
80
75
Advertising, promotion activities
and investment holding
DFZ Tours & Travel Sdn. Bhd.
80
75
Investment holding, tours and travel
activities
First Influx Sdn. Bhd.
80
75
Licensed distributor and wholesaler
of duty free merchandise
93
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(a)
Name of Company
Held through Orchard Boulevard
Sdn. Bhd.
Gold Vale Development Sdn. Bhd.
Radiant Ranch Sdn. Bhd. (Note 48(c))
Black Forest Golf and Country Club
Sdn. Bhd.
Proportion of
ownership interest
2011
2010
%
%
80
75
Property investment
–
75
Resort development
80
75
Golf and country club operator
Cergasjaya Properties Sdn. Bhd.
80
75
Resort development, properties
management and cultivation of oil
palm
Kelana Megah Sdn. Bhd.
80
75
Resort development and operating
of duty free complex and hotel
Held through Emas Kerajang
Sdn. Bhd.
Front Top (M) Sdn. Bhd.
Dormant
80
75
Held through DFZ Tours & Travel
Sdn. Bhd.
Fleet Car Hire & Tours Sdn. Bhd.
80
75
Held through DFZ Emporium
Sdn. Bhd.
PT DFZ Indon
(Incorporated in Republic
of Indonesia)
Held through DFZ Asia Sdn. Bhd.
PT DFZ Indon
(Incorporated in Republic
of Indonesia)
94
Hire and drive services and tour
activities
79
74
Dormant
1
1
Dormant
Held through United Industries
Holdings Sdn. Bhd.
United Industries Sdn. Bhd.
100
100
Manufacturing and marketing of
exhaust systems and other automotive
components parts
United Sanoh Industries Sdn. Bhd.
70
70
Manufacturing and distribution of
brake, fuel and clutch tubings and
other automotive component parts
United Vehicles Industries Sdn. Bhd. 100
100
fuel tanks, other automotive
component parts and wheelbarrows
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(a)
Name of Company
Proportion of
ownership interest
2011
2010
%
%
Held through United Industries
Sdn. Bhd.
UEW Plastic Industries Sdn. Bhd.
100
100
Letting of properties (Dormant)
Freighter Industries (M) Sdn. Bhd.
100
100
Letting of properties (Dormant)
Danco Marketing Sdn. Bhd.
100
100
Selling and distribution of exhaust
systems, filters, other automotive
replacement parts and wheelbarrows
United Filter Sdn. Bhd.
97
97
automotive and industrial filters and
filter housing
Held through United Vehicles
Industries Sdn. Bhd.
Kadar Prisma Sdn. Bhd.
100
100
Property investment (Dormant)
UVI Advance Technology Sdn. Bhd.
100
100
Manufacturing of plastic fuel tanks
*
+
^
#
Based on unaudited financial statements
A corporation listed on Singapore Stock Exchange (“SGX-ST”)
Audited by member firm of Ernst & Young Global in Singapore
Audited by a firm other than Ernst & Young
(b)
(i)
During the year, the Company acquired Radiant Ranch Sdn. Bhd. for a cash consideration of
RM14,932,656 from Orchard Boulevard Sdn. Bhd., a wholly owned subsidiary of DFZ (Note 48(c)).
(ii)
During the financial year, the Company acquired DFI as part of a reorganisation initiative. The
details of the acquisition and reorganisation is provided in Note 48(d).
The acquired subsidiary has contributed the following results to the Group:
RM’000
Revenue57
Loss for the year
(7,988)
95
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(b)
Acquisition of subsidiaries (continued)
(ii)(continued)
The identifiable assets and liabilities arising from the acquisition were as follows:
Fair value/
carrying amount
RM’000
Property, plant and equipment (Note 14)
Trade and other receivables
6
316
89
411
(7,374)
Net identifiable liabilities
(6,963)
Fair value of net liabilities
Minority interests
(6,701)
(262)
Deemed cost of acquisition
(6,963)
(29,230)
Cost of acquisition and reorganisation
(36,193)
Analysis of cost of acquisition and reorganisation charged to income statement
RM’000
Cost of acquisition and reorganisation
Cost of issuance of warrants to external investors
36,193
4,303
40,496
Total cash inflow for acquisition is as follows:
RM’000
Cash and cash equivalent in subsidiary acquired
96
89
There is no cash inflow or outflow for acquisition of DFI, other than the cash and cash equivalents
acquired. Refer to Note 48(d) for further details.
(iii)
In the prior year, DFZ, a subsidiary of the Company, completed the following acquisitions:
(A)
On 5 August 2009, DFZ acquired 100% equity interest in Seruntun Maju Sdn. Bhd. from
its shareholders, Damai Baru Sdn. Bhd. (83%) and Maju Dua Sdn. Bhd. (17%) for a total
cash consideration of RM13,043,000.
(B)
On 15 October 2009, DFZ Trading Sdn. Bhd. acquired 100% of the equity interest in First
Influx Sdn. Bhd. for a total cash consideration of RM1,721,000.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(b)
(iii)(continued)
The cost of acquisition comprised the following:
2010
RM’000
Purchase consideration satisfied by cash
Costs attributable to the acquisition, paid in cash
14,700
64
Total cost of acquisition
14,764
The effect of acquisition on the results of the Group was as follows:
Revenue6,542
Profit for the year
573
The identifiable assets and liabilities arising from the acquisitions were as follows:
Fair value
Acquiree’srecognised
carrying
on
amountacquisition
2010
2010
RM’000
RM’000
Property, plant and equipment (Note 14)
Land use rights (Note 17)
Inventories
Receivables
4,515
4,745
4,525
5,000
2,1822,182
1,2011,201
1,203
1,203
13,626
14,331
Payables
Borrowings
Tax payable
Deferred tax liabilities (Note 24)
4,2294,229
1,0861,086
565
565
1,540
2,389
7,420
Fair value of net assets
Goodwill on acquisition (Note 19)
Total cost of acquisition
8,269
Group
2010
RM’000
6,062
8,702
14,764
97
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(b)
(iii)(continued)
Total cash outflow for acquisition was as follows:
Group
2010
RM’000
Purchase consideration satisfied by cash
Costs attributable to the acquisition, paid in cash
14,700
64
Total cash outflow
Cash and cash equivalents of subsidiaries acquired
14,764
(1,203)
Net cash outflow
13,561
(c)
Disposal of subsidiaries
During the year, the Company disposed all its shares in Tenggara Senandung Sdn. Bhd. for a cash
consideration of RM22,000,000 and all its shares in Binamold Sdn. Bhd. (“BMSB”) for a cash
consideration of RM2,800,763 (Note 48 (b)).
21. Investment in associate
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Unquoted shares in Malaysia, at cost
Shares of post acquisition results
437
–
437
28
437
–
437465437437
Represented by:
Share of net assets of associate
437
465
437
437
–
437
The share of post acquisition results of the associate is based on the share of results, is arrived at from the last
audited financial statements available and management financial statements drawn up to the same reporting
date of the Company.
The particulars of the associate, which is incorporated in Malaysia, are as follows:
Name of Company
Proportion of
ownership interest
2011
2010
%
%
Scandinavian Avionics (Malaysia)
25
25
Sdn. Bhd. #
#
98
Audited by a firm other than Ernst & Young
Sale of aviation related electrical
instruments and the provision of
avionics support services
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
21. Investment in associate (continued)
The summarised financial information of the associate, not adjusted for the proportion of ownership interest
held by the Group, is as follows:
Group
2011
2010
RM’000
RM’000
Assets and liabilities
Total assets
Total liabilities
2,579
831
Results
Revenue
(Loss)/profit for the year
4,2625,026
(112)
76
3,210
1,350
22. Other investments
Group
2011
2010
RM’000
RM’000
Unquoted shares at cost
- in Malaysia
- outside Malaysia
21
3,688
21
3,688
Less: Accumulated impairment losses
3,709
(3,688)
3,709
(3,688)
Corporate golf club and vacation club memberships
Less: Accumulated amortisation
21
141
(12)
21
141
–
150
162
23. Trade and other receivables
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Current
Trade receivables
Third parties
Less: Allowance for impairment
39,393
43,564––
(3,151)
(7,145)
–
–
Trade receivables, net
36,242
36,419
–
–
Other receivables
Due from subsidiaries
–
–
–
–
437,537
(211,504)
589,009
(116,389)
–
–226,033472,620
99
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
23. Trade and other receivables (continued)
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Deposits
Staff loans
Sundry receivables
3,018
5,526––
198
220––
15,480
22,162
67
8,988
18,696
(2,934)
27,908
(10,849)
67
–
8,988
–
Other receivables, net
15,762
17,059
67
8,988
Total trade and other receivables, net
52,004
53,478
226,100
481,608
Non-current
Other receivables
Staff loans
253
473––
Total trade and other receivables
(current and non-current)
Add: Cash and bank balances (Note 27)
52,257
136,805
53,951
115,082
226,100
6,683
481,608
16,460
Total loans and receivables
189,062
169,033
232,783
498,068
Trade receivables
Trade receivables are non-interest bearing and are generally on 14 to 120 day (2010: 14 to 120 day) terms.
Other credit terms are assessed and approved on a case-by-case basis. Trade receivables are recognised
at their original invoice amounts which represent their fair values on initial recognition.
Related party balances
The amount owing from subsidiaries are unsecured and are recoverable on demand. The effective interest is
5.0% (2010: 5.0%) per annum.
Staff loans
Staff loans are unsecured and bear interest at 2.0% (2010: 2.0%) per annum. Non-current amounts have an
average maturity of 2.2 years (2010: 3.2 years).
100
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Ageing analysis of trade receivables
The ageing analysis of the Group’s trade receivables is as follows:
Neither past due nor impaired
Group
2011
2010
RM’000
RM’000
26,863
30,380
1 to 30 days past due not impaired
More than 120 days past due not impaired
7,172
1,800
109
196
102
4,873
450
346
251
119
Impaired
9,379
6,039
3,1517,145
39,393
43,564
Trade receivables that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good payment
records with the Group.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during
the financial year.
Trade receivables that are impaired
The Group’s trade receivables that are impaired at the reporting date and the movement of the allowance
accounts used to record the impairment are as follows:
Individually impaired
Trade receivables - nominal amounts
Group
2011
2010
RM’000
RM’000
3,151
(3,151)
–
7,145
(7,145)
–
101
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Trade receivables that are impaired (continued)
Movement in allowance accounts:
Group
2011
2010
RM’000
RM’000
At 1 March 2010/2009
Charge for the year
Written off
Reversal of impairment losses
Reclassification to other receivables
7,145
–
173
(3,960)
(103)
(104)
7,220
28
239
(1)
(341)
–
3,151
7,145
Trade receivables that are individually determined to be impaired at the balance sheet date relate to debtors
that are in legal dispute or financial difficulties, and have defaulted on payments. These receivables are not
secured by any collateral or credit enhancements.
Other receivables that are impaired
Other receivables that are impaired at the reporting date and the movement of the allowance accounts used
to record the impairment are as follows:
Company
2011
2010
RM’000
RM’000
Due from subsidiaries - nominal amounts
307,953
(211,504)
Sundry receivables - nominal amounts
102
96,449
426,625
(116,389)
310,236
Group
2011
2010
RM’000
RM’000
2,934
(2,934)
–
10,849
(10,849)
–
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Other receivables that are impaired (continued)
Movement in allowance accounts:
At 1 March 2010/2009
Charge for the year
Reversal of impairment losses
Written off
Reclassification from trade receivables
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
10,849
36
–
(8,055)
104
11,215
–
(212)
(154)
–
116,389
95,153
(38)
–
–
116,389
–
–
–
–
2,934
10,849
211,504
116,389
Sundry receivables that are individually determined to be impaired at the balance sheet date relate to debtors
that are in legal dispute or financial difficulties, and have defaulted on payments. These receivables are not
secured by any collateral or credit enhancements.
24. Deferred tax
Group
2011
2010
RM’000
RM’000
At 1 March 2010/2009
Reversal
Recognised in profit or loss (Note 10)
1,443
17,532
–
2,389
–(12,176)
1,354
(6,302)
2,797
1,443
Presented after appropriate offsetting as follows:
Deferred tax assets
(6,353)
9,150
(6,708)
8,151
2,797
1,443
The components and movements of deferred tax liabilities and assets during the year prior to offsetting are
as follows:
Deferred tax liabilities of the Group:
Property,
plant and
Revaluation
equipment
surplusReceivables
Total
RM’000RM’000RM’000RM’000
At 1 March 2010
Recognised in income statement
1,320
1,059
7,729
(217)
–
–
9,049
842
At 28 February 2011
2,379
7,512
–
9,891
At 1 March 2009
1,162
144
14
5,724
(370)
2,375
12,349
(12,349)
–
19,235
(12,575)
2,389
At 28 February 2010
1,320
7,729
–
9,049
103
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
24. Deferred tax (continued)
Deferred tax assets of the Group:
Unutilised tax losses
and unabsorbed
capital allowances
Others
Total
RM’000RM’000RM’000
At 1 March 2010
(6,249)
427
(1,357)
85
(7,606)
512
At 28 February 2011
(5,822)
(1,272)
(7,094)
At 1 March 2009
(604)
(5,645)
(1,063)
(294)
(1,667)
(5,939)
At 28 February 2010
(6,249)
(1,357)
(7,606)
Deferred tax assets have not been recognised in respect of the following items:
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Unabsorbed capital allowances
Unutilised tax losses
Other deferred assets
65,670
243,263
–
308,933
292,904204224
38,313
251,844
2,747
204
–
–
224
–
–
Deferred tax assets have not been recognised in respect of these items as they may not be used to offset
taxable profits of other subsidiaries in the Group and they have been risen in subsidiaries that have a recent
history of losses.
The deferred tax assets attributable to unutilised tax losses and unabsorbed capital allowances are available
for offsetting against future taxable profits subject to no substantial change in shareholdings under the Income
Tax Act, 1967 and guidelines issued by the tax authority.
25.Inventories
104
Group
2011
2010
RM’000
RM’000
Cost
Food and beverages
Raw materials
Work in progress
Trading goods
Finished goods
Completed development properties
Consumables
Goods in transit
692
801
9,408
7,176
3,122
3,513
113,594
110,284
1,667
1,441
1,180
1,335
352263
1,158
2,088
131,173
126,901
During the year, the amount of inventories recognised as an expense in the income statement was
RM492,944,000 (2010: RM475,980,000).
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
26. Marketable securities
Group
2011
2010
Market value
Market value
Carrying
of quoted
Carrying
of quoted
amountinvestments
amount investments
RM’000RM’000RM’000RM’000
Held for trading investments
Equity instruments
- quoted in Malaysia
- quoted outside Malaysia
17
3,970
33
3,970
17
3,823
Total marketable securities
3,987
3,840
24
3,823
Company
2011
2010
Market Value
Market Value
Carrying
of quoted
Carrying
of quoted
Amountinvestments
Amount investments
RM’000RM’000RM’000RM’000
Held for trading investments
Equity instruments
- quoted outside Malaysia
3,970
3,970
3,823
Total marketable securities
3,970
3,823
3,823
Changes in fair value
During the financial year, the Group and the Company have recognised changes in fair value amounting to
RM237,000 in regards to the equity instruments quoted outside Malaysia as there was an increase in the
fair value of these investments. In the previous financial year, the Group and the Company have recognised
changes in fair value of RM373,000 and RM746,000 respectively in regards to the equity instruments quoted
outside Malaysia as there was a decrease in the fair value of these investments.
27. Cash and bank balances
Cash on hand and at banks
Deposits with licensed banks
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
44,694
92,111
136,805
37,792
77,290
115,082
483
6,200
310
16,150
6,683
16,460
Cash at banks earns interest at floating rates based on daily bank deposit rates. Deposits with licensed
banks are made for varying periods of between one day and fifteen months depending on the immediate
cash requirements of the Group and of the Company, and earn interest at the respective deposit rates. The
effective interest rates for the Group and the Company were 1.65% to 2.66% (2010: 1.10% to 3.30%) per
annum and 2.20% (2010: 1.10% to 3.30%) per annum, respectively.
Deposits with licensed banks of the Group amounting to RM11,029,000 (2010: RM11,872,000) are pledged
to banks for credit facilities granted to certain subsidiaries as disclosed in Note 34.
105
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
27. Cash and bank balances (continued)
For the purpose of the statements of cash flow, cash and cash equivalents comprise the following as at the
reporting date:
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Cash on hand and at banks
Deposits with licensed banks
44,694
92,111
37,792
77,290
483
6,200
310
16,150
Bank overdrafts (Note 34)
136,805
(3,348)
115,082
(2,361)
6,683
–
16,460
–
133,457
112,721
6,683
16,460
28. Assets classified as held for sale
On 19 November 2010, Blossom Time Sdn. Bhd. (“BTSB”) and Radiant Ranch Sdn. Bhd. (“RRSB”), both
wholly-owned subsidiaries of the Company, have entered into two separate conditional Sale and Purchase
Agreements (“SPAs”) with Utara Malaya Realty Sdn. Bhd. (“URSB”) for the proposed disposal of lands for a
total cash consideration of RM145 million. Refer to Note 48(f) for details of the transactions. As at 28 February
2011, the proposed disposal has not been completed and the net book value of the lands and its related
expenditure was classified as assets held for sale.
Group
2011
2010
RM’000
RM’000
Assets classified as held for sale:
Land held for property development (Note 15)
42,198
–
29. Share capital, share premium and treasury shares
Group and Company
At 1 March 2009
Issue of shares
- Rights warrants exercised*
as dividends
At 28 February 2010 and
1 March 2010
as dividends
At 28 February 2011
*
106
Number of ordinary
l----------------------------- Amount -----------------------------l
share of RM1 each
Total
Share
Share
share
capitalcapitalcapital
(Issued and
Treasury
(Issued and
Share
and share
Treasury
fully paid)
shares
fully paid)
premium
premium
shares
‘000 ‘000RM’000RM’000RM’000RM’000
235,400
6,097
235,400
147,715
383,115
(18,064)
18,250
–
–
17,759
18,250
–
21,171
–
39,421
–
–
(50,005)
–(11,525)
–(32,839)(32,839)32,839
253,650 12,331253,650136,047389,697 (35,230)
–
1,318
–
–
–
(4,569)
–(12,000)
253,650
1,649
The rights warrants have expired on 19 January 2010.
–(34,988)(34,988)34,988
253,650
101,059
354,709
(4,811)
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
29. Share capital, share premium and treasury shares (continued)
Authorised:
Ordinary shares
Preference shares
Group/Company
Number of shares
of RM1 each
Amount
2011201020112010
‘000 ‘000RM’000RM’000
900,000900,000900,000900,000
100,000100,000100,000100,000
1,000,0001,000,0001,000,0001,000,000
Share capital
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when declared
by the Company. All ordinary shares carry one vote per share without restrictions and rank equally with regard
to the Company residual assets.
Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists
of the acquisition costs of treasury shares net of the proceeds received on their subsequent sale or issuance.
The Company acquired 1,318,600 (2010: 17,758,600) shares in the Company through purchases on the
Bursa Malaysia Securities Berhad during the financial year. The total amount paid to acquire the shares was
RM4,569,000 (2010: RM50,005,000) and this was presented as a component within shareholders’ equity.
The directors of the Company are committed to enhancing the value of the Company for its shareholders and
believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.
The repurchase transactions were financed by internally generated funds. The shares repurchased are being
held as treasury shares.
During the financial year, the Company distributed 12,000,474 (2010: 11,525,377) treasury shares, amounting
to RM34,988,000 (2010: RM32,839,000), as share dividends on the basis of one treasury share for every
existing twenty ordinary shares (2010: one treasury share for every existing twenty ordinary shares) of RM1
each to shareholders of the Company.
30. Issuance of warrants
Issuance of warrants relates to the fair value at initial recognition of warrants issued by DFI to advisers pursuant
to acquisition and reorganisation exercise and mandatory general offer (“MGO”) for DFZ shares. The warrants
are exercisable at anytime at SGD0.35 per warrant within five years from date of issuance. As at 28 February
2011, there are 34,873,000 outstanding warrants to minority shareholders (2010: Nil).
31. Other reserve
Group
2011
2010
RM’000
RM’000
At 1 March 2010/2009
Acquisition of a subsidiary
Dilution of equity interest in subsidiaries
(7,782)
18,917
(31,079)
4,337
–
(12,119)
(19,944)
(7,782)
Other reserve arises from changes in the Group’s equity interest in subsidiaries (Note 48(d)).
107
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
32. Retained earnings
Prior to the year of assessment 2008, Malaysian companies adopted the full imputation system. In accordance
with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to
deduct tax on dividends paid, credited or distributed to its shareholders, and such dividends will be exempted
from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six
years, expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders
under limited circumstances. Companies also have an irrevocable option to disregard the 108 balance and
opt to pay dividends under the single tier system. The change in the tax legislation also provides for the 108
balance to be locked-in as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.
The Company has elected for the irrevocable option to disregard the Section 108 balance. The Company may
distribute dividends out of its entire retained earnings as at 28 February 2011 under the single tier system.
33. Employee benefits
Group
2011
2010
RM’000
RM’000
Present value of unabsorbed obligations
3,140
2,836
Recognised liability for defined benefit obligations
3,140
2,836
Analysed as:
Non-current
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
Later than 5 years
136
707
2,145
123
518
2,033
2,988
2,674
Current
152162
3,140
2,836
(a) Liability for defined benefit obligations
The Group’s defined benefit plan is unfunded and it provides retirement benefits for employees upon
retirement on the account of medical grounds and for employees upon passed away while under
employment. The retirement benefits are only applicable to employees who are in the National Union
of Transport Equipment and Allied Industries Workers.
Under the plan, eligible employees are entitled to retirement benefits of one, two, three and four weeks’
of last drawn salary based on the length of service upon the retirement age of 55. Eligible employees
also have the option to retire at the age of 50.
(b)
Movement in the net liability recognised in the balance sheet:
108
Group
2011
2010
RM’000
RM’000
At 1 March 2010/2009
Expense recognised in the income statement
Benefits paid
2,836
419
(115)
2,577
516
(257)
3,140
2,836
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
33. Employee benefits (continued)
(c)
Expense recognised in the income statement:
(d)
Group
2011
2010
RM’000
RM’000
Current service cost
Interest on obligation
Reversal
Actuarial losses
264
246
224
196
(148)–
79
74
419
The expense is recognised in the following line item in the income statement:
Group
2011
2010
RM’000
RM’000
Employee benefits expense (Note 6)
(e)
516
419
516
Principal actuarial assumptions used at the balance sheet date (expressed as weighted averages):
Group
2011
%
Discount rate
Future salary increases
Price inflation
6.0
6.0
3.5
2010
%
6.0
6.0
3.5
34.Borrowings
Group Company
Maturity
2011201020112010
RM’000RM’000RM’000RM’000
Current
Secured:
Obligations under
finance leases
2012
1,496
35554
Bankers’ acceptance
2012
12,645
10,136––
Bank overdrafts
On
(Note 27)
demand
3,348
2,361––
Term loans
- syndicated term loans
20128,000
– 8,000
–
- 7.95% per annum
fixed rate bank loan
2011
–
508––
- loan at discount rate
2012
50,000
50,000––
- loan at coupon rate
2012
24,000–––
- SGD bank loan at
SIBOR + 0.75%
per annum
2012
26,381–––
- 4% per annum fixed rate
bank loan
2012
31
59––
Interest payable
2012
260
262––
126,161
63,681
8,005
4
109
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
34.Borrowings (continued)
Group Company
Maturity
2011201020112010
RM’000RM’000RM’000RM’000
Non-current
Secured:
Obligations under
finance leases
Term loans
- syndicated term loans
- business financing-i loan
- loan at coupon rate
- 4% per annum fixed rate
bank loan
2013 2016
2,458
5871823
2016
210,000218,000210,000218,000
2015
30,000–––
2012
–
24,000––
2012
–
31––
242,458242,618210,018218,023
Total borrowings
368,619306,299218,023218,027
Total borrowings
Obligations under finance leases
(Note 35)
Bank overdrafts
Term loans
3,954
9422327
12,645
10,136––
3,348
2,361––
348,412292,598218,000218,000
Interest payable
368,359306,037218,023218,027
260
262––
368,619306,299218,023218,027
Maturity of borrowings (excluding
obligations under finance leases)
Not later than 1 year
Later than 1 year and not later than
5 years
Later than 5 years
110
124,665
63,326
8,000
–
240,000172,031210,000148,000
–
70,000
–
70,000
364,665305,357218,000218,000
The borrowings are secured by way of:
-
fixed charges on certain properties of the Group with a net carrying amount of RM210,259,000 (2010:
RM199,403,000);
-
deposits with licensed banks amounting to RM11,029,000 (2010: RM11,872,000);
-
fixed and floating charges over all present and future assets of certain subsidiaries; and
-
corporate guarantees by the Company and by certain subsidiaries of the Group.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
34.Borrowings (continued)
These obligations are secured by a charge over the leased assets (Note 35). The average discount rate implicit
in the leases of the Group and of the Company is 3.04% (2010: 3.56%) per annum and 4.30% (2010: 4.30%)
per annum, respectively.
Bankers’ acceptances are denominated in RM with weighted average effective interest rate of 3.59% (2010:
3.04%) per annum.
Bank overdrafts
Bank overdrafts are denominated in RM, bear interest between BLR + 1.0% per annum and BLR + 1.5% per
annum.
Syndicated term loans
Syndicated term loans consists of bank facilities from three financial institutions as detailed below:
-
Term loan facility at BLR + 1% per annum;
-
Ijarah Facility I at BFR +1% per annum;
-
Ijarah Facility II at BFR +1% per annum.
The syndicated term loans are secured by certain freehold land, buildings and investment properties of the
Group, and assignment of certain tenancy agreement and certain designated accounts.
7.95% per annum fixed rate bank loan
This loan has been fully paid on 30 September 2010 and was secured by a charge over certain land use rights
and buildings.
Loan at discount rate
This loan is due in the next financial year and is secured by two designated accounts. The average discount
rate for the loan ranged from 4.60% to 5.55% (2010: 5.44% to 5.75%) per annum.
Loan at coupon rate
This loan is fully repayable on 25 January 2012 (2010: 25 January 2012) and is secured by two designated
accounts. The average coupon rate for the loan is 7.90% (2010: 7.90%) per annum.
SGD bank loan at SIBOR + 0.75% per annum
This loan is secured by a bank guarantee of SGD12,000,000 and shares of a subsidiary, and repayment of
this loan is due on 24 January 2012.
4% per annum fixed rate bank loan
The loan is fully repayable by August 2011 and is secured by certain freehold land of the Group.
Business financing-i loan
The loan is secured by certain freehold lands and three designated accounts. The profit rate is 6-month cost
of funds plus 2.0% per annum.
111
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
35. Obligations under finance leases
Future minimum lease payments:
5 years
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
1,689
400
6
6
2,613
6272127
Total future minimum lease payments
Less: Future finance charges
4,302
(348)
1,027
(85)
27
(4)
33
(6)
Present value of finance lease liabilities
(Note 34)
3,954
9422327
Analysis of present value of
finance lease liabilities:
5 years
1,496
Less: Amount due within 12 months
3,954
9422327
(1,496)
(355)
(5)
(4)
Amount due after 12 months
2,458
355
5
4
2,458
5871823
587
18
23
36. Trade and other payables
112
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Trade payables
Third parties
Progress billings
Retention sums
82,525
99,227––
–
1,616––
–
301––
82,525
101,144––
Other payables
Due to subsidiaries
Sundry payables
Accruals
Deposits payable
Contribution cost payables
–
–
430,195
430,487
21,750
20,4983,0691,127
18,289
13,461130120
2,973
5,694––
–
209
–
–
43,012 39,862433,394431,734
Total trade and other payables
Add: Borrowings (Note 34)
125,537
368,619
141,006
306,299
433,394
218,023
431,734
218,027
Total financial liabilities carried at
amortised cost
494,156447,305651,417649,761
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
36. Trade and other payables (continued)
Trade payables
The amounts are non-interest bearing. The credit terms of trade payables normally range from 30 to 120 days
(2010: 30 to 120 days).
Related party balances
The amount due to subsidiaries are unsecured, non-interest bearing and are repayable on demand.
Other payables
The amounts are non-interest bearing. Sundry payables are normally settled on an average term of 30 to 120
days (2010: 30 to 120 days).
37. Derivative liabilities
Contract/
Nominal
Amount
Assets Liabilities
201120112011
RM’000RM’000RM’000
Group
Forward foreign exchange contracts
7,644
–
8
7,644
–
8
The Group uses forward foreign currency contracts to manage some of its transaction exposure. These
contracts are not designated as cash flow or fair value hedges and are entered into for periods consistent
with currency translation exposure and fair value changes exposure. Such derivatives do not qualify for hedge
accounting.
38.Provisions
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Provision for litigation
Provision for guarantees
Provision for liquidated ascertained
damages
4,000
12,992
17,539
31,635
14,209
4,000
–
31,635
–
547
547––
46,391
4,000
31,635
The movement of provision is as follows:
At 1 March 2010/2009
Utilised
Adjustment
Reversal (Note 5)
46,391
105,425
31,635
90,325
–(5,520)
– (5,520)
(1,217)(344)
–
–
(27,635)
(53,170)
(27,635)
(53,170)
17,539
46,391
4,000
31,635
113
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
38. Provisions (continued)
(a)
Provision for litigation
The provision for litigation is in respect of certain on-going litigation cases in the Group and the Company.
(b)
Provision for guarantees
These guarantees are denominated in Deutschemark which are equivalent to Euro 3.1 million in respect
of the Group for credit facilities granted by a financial institution to an investment company, ACL Advance
Cargo Logistic GmbH.
(c)
Provision for liquidated ascertained damages
Provision for liquidated ascertained damages is in respect of projects undertaken by a subsidiary. The
provision is recognised for expected liquidated ascertained damages claims based on the terms of the
applicable sale and purchase agreements.
39.Commitments
(a)
Capital commitments
Group
2011
2010
RM’000
RM’000
Capital expenditure
Approved and contracted for:
1,148
715
Approved but not contracted for:
4,776
6,379
5,924
7,094
(b)
Non-cancellable operating lease commitments – as lessee
Future minimum rentals payable under non-cancellable operating leases (excluding land use rights) at
the reporting date are as follows:
114
Group
2011
2010
RM’000
RM’000
Later than 1 year but not later than 5 years
Later than 5 years
305
876
4,824
331
975
5,040
6,005
6,346
Operating lease commitments represent rentals payable by the Group for use of land and buildings.
Included in operating lease commitments are commitments in respect of a non-cancellable operating
lease expiring in 2038 for a piece of property in a subsidiary, Naluri Properties Sdn. Bhd. (“NPSB”).
NPSB has an option to renew the lease for another 30 years after the expiry of the lease. Should the
lease be renewed, the additional lease payments for the renewal period, which is not included in the
above would amount to RM7.2 million.
The remaining leases are negotiated for a term of 2 to 10 years.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
40. Contingent liabilities
Corporate guarantees for banking facilities to certain subsidiaries
Company
2011
2010
RM’000
RM’000
72,500
42,500
41. Related party disclosures
(a)
Significant transactions
In addition to the related party information disclosed elsewhere in the financial statements, the following
significant transactions between the Company and related parties took place at terms agreed between
the parties during the financial year:
Dividend income from subsidiaries
Interest income from subsidiaries
Management fee charged to a subsidiary
Management fee charged by a subsidiary
Company
2011
2010
RM’000
RM’000
31,372
16,527
300
(240)
26,676
18,663
600
(540)
(b)
Compensation of key management personnel
The remuneration of certain directors and other members of key management during the year were as
follows:
Group
2011
2010
RM’000
RM’000
Short-term employee benefits
Defined contribution plan
5,015
507
5,458
568
5,522
6,026
Included in the remuneration of total key management personnel are:
Directors’ remuneration
Group
2011
2010
RM’000
RM’000
1,063
1,551
115
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
42. Fair value of financial instruments
(a)
Fair value of financial instruments that are carried at fair value
The following table shows an analysis of the financial instruments carried at fair value by level of fair
value hierarchy:
Quoted
prices in
activeSignificant Significant
markets for
other
un
identicalobservable observable
instruments
inputs
inputs
Total
(Level 1)
(Level 2)
(Level 3)
RM’000RM’000RM’000RM’000
Group
At 28 February 2011
Financial liabilities:
Derivatives
- Forward foreign exchange
contracts
–
(8)
–
(8)
Fair value hierarchy
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance
of the inputs used in making the measurements. The fair value hierarchy has the following levels:
-
-
-
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset
or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – Inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Determination of fair value
Derivatives (Note 37): Forward currency contracts are valued using a valuation technique with market
observable inputs (Level 2). The most frequently applied valuation techniques include forward pricing
models, using present value calculations. The models incorporate various inputs including the credit
quality of counterparties, foreign exchange spot and forward rates and interest rate curves.
(b)
Fair value of financial instruments by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value
Group
(Note 35)
116
2011
2010
Carrying
Fair Carrying
Fair
amount
value
amount
value
RM’000RM’000RM’000RM’000
3,954
3,819942836
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
42. Fair value of financial instruments (continued)
(c)
Fair value of financial instruments by classes that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value
The following are classes of financial instruments that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value:
Other receivables (non-current)
Trade and other receivables (current)
Trade and other payables (current)
Borrowings (non-current)
Borrowings (current)
Note
23
23
36
34
34
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair
values, either due to their short-term nature or that they are floating rate instruments that are re-priced
to market interest rates on or near the reporting date.
The carrying amounts of the current portion of borrowings are reasonable approximations of fair values
due to the insignificant impact of discounting.
The fair values of current borrowings are estimated by discounting expected future cash flows at market
incremental lending rate for similar types of lending, borrowing or leasing arrangements at the reporting
date.
Amounts due from/(to) related companies, staff loans, finance lease obligations and fixed rate bank
loans
The fair values of these financial instruments are estimated by discounting expected future cash flows
at market incremental lending rate for similar types of lending, borrowing or leasing arrangements at
the reporting date.
Fair value is determined directly by reference to their published market bid price at the reporting date.
43. Financial risk management objectives and policies
The Group and the Company are exposed to financial risks arising from their operations and the use of financial
instruments. The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk
and market price risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks, which
are executed by the Group and the Company. The audit committee provides independent oversight to the
effectiveness of the risk management process.
It is, and has been throughout the current and previous financial year, the Group’s policy that no derivatives
shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The
Group and the Company do not apply hedge accounting.
The following sections provide details regarding the Group’s and Company’s exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
117
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
43. Financial risk management objectives and policies (continued)
(a)
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Group’s credit risk is primarily attributable to trade receivables.
The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents, arises
from default of the counterparty, with a maximum exposure equal to the carrying amount of these
financial assets.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due to
increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It
is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis with the result that
the Group’s exposure to bad debts is not significant. Since the Group trades only with recognised and
creditworthy third parties, there is no requirement for collateral.
The Group does not have any significant exposure to any individual customer or counterparty nor does
it have any major concentration of credit risk related to any financial assets.
Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the industry sector profile of its trade
receivables on an ongoing basis. The credit risk concentration profile of the Group’s trade receivables
at the reporting date are as follows:
118
2011
RM’000
% of total
Group
RM’000
2010
% of total
By industry sectors:
Property and hospitality
Trading of duty free goods and
non-dutiable merchandise
Automotive
9,028
25%
8,230
22%
24,375 67%24,680 68%
36,242
2,839
8%
100%
3,509
36,419
10%
100%
Financial assets that are neither past due nor impaired
Trade and other receivables that are neither past due nor impaired are creditworthy debtors with good
payment record with the Group. Cash and cash equivalents and derivatives that are neither past due
nor impaired are placed with or entered into with reputable financial institutions or companies with high
credit ratings and no history of default.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 23.
(b)
Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group manages its debt maturity profile, operating cash
flows and the availability of funding so as to ensure that refinancing, repayment and funding needs
are met. As part of its overall liquidity management, the Group maintains sufficient levels of cash or
cash convertible investments to meet its working capital requirements. In addition, the Group strives to
maintain available banking facilities at a reasonable level to its overall debt position. As far as possible,
the Group raises committed funding from both capital markets and financial institutions and balances
its portfolio with some short term funding so as to achieve overall cost effectiveness.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(b)
Liquidity risk (continued)
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the
reporting date based on contractual undiscounted repayment obligations.
l-------------------------------- 2011 --------------------------------l
On demand
or within
One to
Over five
one year
five years
years
Total
RM’000RM’000RM’000RM’000
Group
Borrowings
Derivatives
125,537
–
–
125,537
128,682310,012
– 438,694
8– – 8
Total undiscounted
financial liabilities
254,227
310,012
–
564,239
Company
Other payables
Borrowings
433,394
–
8,614270,821
–
433,394
– 279,435
Total undiscounted
financial liabilities
442,008
–
270,821
712,829
(c)
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Group’s and the Company’s
financial instruments will fluctuate because of changes in market interest rates.
The Group’s and the Company’s exposure to interest rate risk arises primarily from interest-bearing
borrowings. Borrowings at floating rates expose the Group to cash flow interest rate risk. Borrowings
obtained at fixed rates expose the Group to fair value interest rate risk.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings.
Sensitivity analysis for interest rate risk
The table below demonstrates the sensitivity to a reasonably possible change in interest rates with all
other variables held constant, of the Group’s profit net of tax (mainly through the impact on interest
expense on floating rate loans and borrowings). The assumed movement in the basis points for interest
rate sensitivity analysis is based on the currently observable market environment.
119
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(c)
Interest rate risk (continued)
Sensitivity analysis for interest rate risk (continued)
Increase/ (decrease) Effect on profit
in basis points
net of tax
RM’000
Group
28 February 2011
Ringgit Malaysia
Singapore Dollar
+10
+10
(225)
(20)
Ringgit Malaysia
Singapore Dollar
-10
-10
225
20
Ringgit Malaysia
+10
(163)
Ringgit Malaysia
-10
163
Company
28 February 2011
120
(d)
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group has transactional currency exposures arising from sales or purchases that are denominated
in a currency other than the functional currency of the operations to which they relate, primarily United
States Dollar (“USD”), Singapore Dollar (“SGD”), Euro Dollar (“EURO”), Thai Baht (“THB”) and Japanese
Yen (“JPY”). The foreign currencies in which these transactions are denominated are mainly USD and
JPY. Foreign currency exposures in transactional currencies other than functional currencies of the
operating entities are kept to an acceptable level.
At balance sheet date, the Group have a balance of short term borrowings of RM26,381,000 which are
denominated in SGD.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible
change in the USD, SGD, EURO, THB and JPY exchange rates against the respective functional
currencies of the Group entities, with all other variables held constant.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(d)
Foreign currency risk (continued)
Sensitivity analysis for foreign currency risk (continued)
2011
RM’000
2010
RM’000
USD/RM
- strengthened 3% (2010: 3%)
- weakened 3% (2010: 3%)
(755)
755
(1,228)
1,228
SGD/RM
- weakened 3% (2010: 3%)
(866)
866
(16)
16
EURO/RM - strengthened 3% (2010: 3%)
- weakened 3% (2010: 3%)
(1)
1
(32)
32
THB/RM
- weakened 3% (2010: 3%)
2
(2)
4
(4)
JPY/RM
- weakened 3% (2010: 3%)
(136)
136
(258)
258
(e)
Market price risk
Market price risk is the risk that the fair value or future cash flows of the Group’s financial instruments
will fluctuate because of changes in market prices (other than interest or exchange rates).
The Group does not have exposure to commodity price risk.
44. Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic
conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to
shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives,
policies or processes during the year under review.
The Group monitors capital using a gearing ratio, which is total external debt divided by total capital.
The Group’s policy is that the gearing ratio shall not be more than 1.5 times.
The Group includes within total external debt, all financial borrowings of the Group. Total external debt due
and payable within 12 months consists of bankers’ acceptances, bank overdrafts, interest payable and current
portion of obligations under finance leases. Capital includes equity attributable to owners of the parent and
minority interests. 121
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
44. Capital management (continued)
Group Company
2011201020112010
RM’000RM’000RM’000RM’000
Borrowings (non-current)
242,458 242,618 210,018 218,023
Borrowings (current excluding term loans, i.e. due and payable within 12 months)
17,749 13,114 5
4
Borrowings (current - term loans)
108,412 50,567 8,000 –
Total external debt
368,619 306,299 218,023 218,027
Total equity
411,671 396,153 800,875 330,216
Gearing ratio (times)
0.90
0.77
0.27
0.66
45. Segment information
(a)
Reporting format
The primary segment reporting format is determined to be business segments as the Group’s risks and
rates of return are affected predominantly by differences in the products and services. The activities of
the Group are carried out mainly in Malaysia and as such, segmental reporting by geographical locations
is not presented. The operating businesses are organised and managed separately according to the
nature of the products and services provided, with each segment representing a strategic business
unit that offers different products and serves different markets.
(b)
Business segments
The Group comprises the following main business segments:
(i)
Investment holding;
(ii) Property and hospitality;
(iii) Trading of duty free goods and non-dutiable merchandise; and
(iv)Automotive.
Discontinued operation consists of manufacturing segment (Note 11).
122
Other business segments mainly consist of provision of corporate services, dormant and inactive
company, none of each are of a sufficient size to be reported separately.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment performance is evaluated
based on operating profit or loss which, in certain respects as explained in the table below, is measured
differently from operating profit or loss in the consolidated financial statements. Group financing (including
finance costs) and income taxes are managed on a group basis and are not allocated to operating
segments.
(c)
Allocation basis and transfer pricing
Segment results, assets and liabilities include items directly attributable to a segment as well as those
that can be allocated on a reasonable basis.
The directors are of the opinion that transfer prices between business segments are based on negotiated
prices. Segment revenue, expenses and results include transfers between business segments. These
transfers are eliminated on consolidation.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
45. Segment information (continued)
Year 2011
Trading of duty free Per
Property goods and consolidated
Investment and non-dutiable Manufacturing Adjustments and financial
holding hospitality merchandise Automotive Others (Discontinued) eliminations Note statements
Revenue:
External customers
1,230 80,105 521,454 141,957 43 –
–
744,789
Inter-segment
61,433 16,597 781 – 8,330 –
(87,141) B –
Total revenue
62,663 96,702 522,235 141,957 8,373 –
(87,141)
744,789
Results:
Depreciation
14 12,531 5,015 4,875 956 –
–
23,391
Impairment loss of
non-financial assets –
–
–
–
187 –
– 187
Amortisation of land
use rights
–
702 –
–
–
–
– 702
Share of results of
associates –
–
–
–
(28)
–
– (28)
Cost of acquisition and
reorganisation
40,496 –
–
–
–
–
–
40,496
Other non-cash expenses –
435 352 685 –
–
–
C
1,472
Segment profit
40,567 7,009 101,708 11,856 1,986 –
(89,426) D 73,700
Assets:
Investment in associates 437 –
–
–
–
–
–
437
Additions to non-current
assets
–
13,712 3,590 6,565 39 –
–
E
23,906
Segment assets 49,252 398,168 279,829 104,056 97,556 –
10,471 F
939,332
Segment liabilities 36,551 25,623 84,394 31,958 14,317 –
334,818 G
527,661
123
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Year 2010
Trading of duty free Per
Property goods and consolidated
Investment and non-dutiable Manufacturing Adjustments and financial
holding hospitality merchandise Automotive Others (Discontinued) eliminations Note statements
Revenue:
External customers
1,045 86,475 489,997 118,614 30 6,070 –
A
696,161
Inter-segment
103,544 20,402 18,827 – 9,192 –
(151,965) B –
Total revenue
104,589 106,877 508,824 118,614 9,222 6,070 (151,965)
696,161
Results:
Depreciation
33 12,982 3,124 4,651 1,417 175 –
A
22,207
Impairment loss of
non-financial assets –
–
–
– 1,187 –
–
1,187
Amortisation of land
use rights
–
604 –
–
–
13 –
A
604
Share of results of
associates –
–
–
–
19 –
–
19
Other non-cash expenses 1,841 5,606 1,576 38 –
–
– C
9,061
Segment profit/(loss) 118,485 1,399 118,538 941 (6,638)
2,382 (118,266) D 114,459
Assets:
Investment in associates 465 –
–
–
–
–
–
465
Additions to non-current
assets
–
27,354 3,994 8,521 169 –
–
E
40,038
Segment assets 41,012 415,621 269,392 99,804 83,166 –
11,893 F
920,888
Segment liabilities 50,172 28,224 97,442 29,409 15,904 –
303,584 G 524,735
124
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
A
The amounts relating to the manufacturing segment have been excluded to arrive at amounts shown in
the consolidated income statements as they are presented separately in the income statement within
one line item, “profit from discontinued operation, net of tax”.
B
Inter-segment revenues are eliminated on consolidation.
C
Other material non-cash expenses consist of the following items as presented in the respective notes
to the financial statements:
Note
2011 2010
RM’000 RM’000
8
69 –
Impairment loss on marketable securities
8
–
373
8
209 239
8
758 1,353
8
275 223
Property, plant and equipment written off
8
161 5,405
Waiver of debts
8
–
1,468
1,472 9,061
D
The following items are deducted from/(added to) segment profit to arrive at “Profit before tax from
continuing operations” presented in the consolidated income statement:
2011 2010
RM’000 RM’000
Inter-segment transactions
67,360 97,821
28 (19)
Finance costs
22,038 20,464
89,426 118,266
E
Additions to non-current assets consist of:
2011 RM’000 2010
RM’000
14,949 25,672
7,439 8,630
Investment properties
1,069 47
Land use rights
–
5,300
Biological assets
449 389
23,906 40,038
125
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
F
The following items are added to segment assets to arrive at total assets reported in the consolidated
statement of financial position:
2011 RM’000 2010
RM’000
437 465
Deferred tax assets
6,353 6,708
Tax recoverable
3,681 4,720
10,471 11,893
G
The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated
statement of financial position:
2011 RM’000 2010
RM’000
9,150 8,151
Tax payable
3,668 3,433
Borrowings
322,000 292,000
334,818 303,584
46. Prior year adjustment
In the financial years ended 28 February 2009 and 2010, certain subsidiaries of the Company purchased
equipment amounting to RM2,341,000 and RM2,000,000, respectively from AESB, then a wholly-owned
subsidiary of the Company. The abovementioned transactions were eliminated at Group. Following the
disposal of the Company’s entire equity interest in AESB in prior year (Note 11), the Group did not adjust the
abovementioned elimination entries, thus resulting in an understatement of profits and property, plant and
equipment in prior year. Accordingly, in the current year, a prior year adjustment was put through and certain
comparative amounts have been restated as per the table below:
As previously
As
statedAdjustment Adjustment
restated
RM’000RM’000RM’000RM’000
(Note 2.2)
As at 28 February 2010:
368,539 26,858 4,341 399,738
Accumulated losses
(16,623)
–
4,341 (12,282)
126
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
47. Material litigations
(a) Originating Summons by Shahidan Bin Shafie (“Shahidan”)
Shahidan, a shareholder of the Company, had commenced legal proceedings at the High Court against
the Company and Atlan Properties Sdn. Bhd. (“APSB”) on 2 April 2004, seeking inter alia that the
proposals by the Company relating to the acquisition of shares of Naluri Corporation Berhad (“Naluri”)
and the funding structure and bond issuance related thereto, be declared void, and that the Company
and APSB be restrained from proceeding with the proposals. Upon the application by the Company and APSB to strike out the suit, the High Court dismissed the
suit with costs on 26 April 2004. Shahidan appealed to the Court of Appeal against the dismissal. The
Court of Appeal allowed Shahidan’s appeal and granted leave to Shahidan to amend the Originating
Summons. The suit was thereafter remitted back to the High Court to effect the amendments to the
Originating Summons and to hear the amended Originating Summons.
The Company and APSB have applied to the High Court to strike out the amended Originating Summons.
These applications to strike out came up for hearing on 11 June 2009 and for decision on 31 July 2009.
On 31 July 2009, the High Court allowed these applications to strike out, and accordingly, dismissed
the suit.
On 13 August 2009, Shahidan filed a notice of appeal to the Court of Appeal against the High Court’s
dismissal of the suit. The Court of Appeal has not fixed any date for this appeal.
(b)
Writ of Summons and Statement of Claim by Shahidan
Shahidan, a shareholder of Naluri, had commenced legal proceedings at the High Court against the
Company and APSB on 26 May 2004, seeking inter alia an order that the Company and APSB jointly
and severally make a mandatory take-over offer to all shareholders of Naluri (except Pengurusan
Danaharta Nasional Berhad, Danaharta Urus Sdn. Bhd. and Danaharta Managers Sdn. Bhd. (collectively
“Danaharta”)) at an offer price of RM1.98 per ordinary share of Naluri, and for damages be assessed.
The Company and APSB had applied to strike out the suit but these applications were dismissed by
the Senior Assistant Registrar of the High Court on 8 September 2004. The Company and APSB have
appealed to the High Court Judge against the Senior Assistant Registrar’s dismissal of the striking out
applications. These appeals against the dismissal of the striking out application were dismissed by
the High Court Judge on 11 March 2010 with costs in cause (“Dismissal”). A further appeal against
the Dismissal had been filed to the Court of Appeal by APSB on 29 March 2010 and the Company on
8 April 2010, respectively. Shahidan had written to the High Court Judge on 2 September 2010 for an
adjournment of the trial fixed on 11 to 13 October 2010. The Court has now fixed 11 August 2011 for
case management.
Shahidan had also applied to the High Court via an interlocutory application to adduce further evidence
at the hearing of the Company’s and APSB’s aforesaid appeal to the High Court Judge. On 1 October
2009, the High Court allowed this application with costs in the said appeal.
(c)
Claim by Tan Sri Dato’ Tajudin Ramli (“TSDTR”)
By way of a Defence and Counterclaim dated 29 June 2006, the Company, APSB and Naluri have been
made a party to the legal proceedings commenced by Danaharta against TSDTR in the High Court.
DFZ was subsequently made a party to the legal proceedings by way of a Re-Amended Defence and
Counterclaim dated 30 October 2008.
127
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
47. Material litigations (continued)
(c)
Claim by Tan Sri Dato’ Tajudin Ramli (“TSDTR”) (continued)
TSDTR is seeking from the Company, APSB, Naluri, DFZ and 8 other defendants, jointly and/or severally,
inter alia:
(i)
various declarations to declare void the Agreement dated 11 August 2003 between Danaharta
and APSB in relation to the sale and purchase of Naluri shares from Danaharta; to declare that
these defendants have acted ultra vires their respective powers and/or in bad faith by causing
APSB and/or Naluri to enter into the said Agreement dated 11 August 2003 and/or the Naluri
Scheme (as referred to in the Counterclaim, which includes the Capital Repayment and Naluri
Acquisitions) and therefore all transactions entered into between the relevant parties in relation
to the Naluri Scheme be also declared void;
(ii)
consequential orders as may be necessary to restore all persons to their position prior to the
execution and/or purported completion of the aforesaid transactions or agreements and/or to
give effect to any other orders sought by TSDTR;
(iii)
an account of all dividends and/or other payments received by APSB in relation to its Naluri
shares, and order that APSB forthwith pays the same to TSDTR;
(iv)
general damages to be assessed.
Further and/or in the alternative, TSDTR is also seeking from the Company, APSB and 11 other
defendants, jointly and/or severally, inter alia, damages to be assessed and orders that they make a
mandatory take-over offer to all shareholders of Naluri at an offer price of RM1.98 per ordinary share
in accordance with the Securities Commission Act, 1993 and the Malaysian Code on Take-Overs and
Mergers (“Takeover Code”) and pay to TSDTR the sum of RM613,103,000 pursuant to the mandatory
take-over.
TSDTR is also seeking from DFZ and 26 other defendants to the Counterclaim, jointly and/or severally,
inter alia the sum of RM6,246,492,000 (being shares in the 10th defendant to the Counterclaim at RM24
per share); general, aggravated and exemplary damages to be assessed; and damages for conspiracy
to be assessed.
Further and in addition, TSDTR is also seeking from all the 38 Defendants to the Counterclaim, jointly
and severally, inter alia the sum of RM7,214,909,000; damages for conspiracy to be assessed; various
declarations in regards to the invalidity of the vestings made in favour of Danaharta and the acts,
deeds and agreements, transfers, conveyances, dealings executed by Danaharta and the then Special
Administrators of Naluri pursuant to the said vestings in favour of Danaharta, including the return and
restoration of all assets and monies transferred or conveyed; damages, including aggravated and
exemplary damages to be assessed; and interest and costs.
The Company, APSB, Naluri and DFZ have applied to strike out the suit, wherein the Court had on 7
December 2009 allowed the striking out application with cost to be paid to the Company and Naluri.
TSDTR had on 4 January 2010 filed an appeal against the decision granting the striking out the said
application. The Court of Appeal has fixed 11 August 2011 for case management.
TSDTR had also applied to the High Court via an interlocutory application to seek leave to re-amend
the Counterclaim. The Senior Assistant Registrar of the High Court allowed this application to re-amend
with costs. The Company, APSB and Naluri have appealed to the High Court Judge against the Senior
Assistant Registrar’s decision, wherein the Court had on 12 November 2009 allowed the appeal and
by reason thereof DFZ is not a party in the Counterclaim.
128
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(c)
Claim by Tan Sri Dato’ Tajudin Ramli (“TSDTR”) (continued)
TSDTR had also applied to the High Court via an interlocutory application for inter alia a mareva injunction
order that Naluri, whether by itself or otherwise, be restrained from completing the Proposed Business
Transfer and Proposed Capital Repayment (each as described in the Counterclaim) and/or any other
similar proposals. On 14 April 2008, the High Court allowed TSDTR’s application for a mareva injunction
order. The Company, APSB and Naluri then appealed to the Court of Appeal against the High Court’s
grant of the mareva injunction order and these appeals were allowed by the Court of Appeal on 28 April
2008. TSDTR then applied to the Federal Court for leave to appeal to the Federal Court against the
decision of the Court of Appeal, but leave to appeal was refused by the Federal Court on 21 January
2009.
(d)
Writ of Summons and Statement of Claim by TSDTR
TSDTR had commenced legal proceedings at the High Court against the Company and Naluri on 16
April 2007, seeking from the Company, Naluri and all other 11 defendants, jointly and/or severally, inter
alia:
(i)
a declaration that the resolutions purportedly passed at the extraordinary general meeting of
Naluri dated 8 March 2007 pursuant to Naluri’s circular to shareholders dated 12 February 2007
are void;
(ii)
an order that Naluri and/or the Company be restrained from putting into effect any resolutions
purportedly passed at the said extraordinary general meeting and/or completing the proposed
disposal of the business and the capital repayment of Naluri or any other similar proposals pursuant
to the resolutions;
(iii)
general, aggravated and exemplary damages to be assessed, and damages for conspiracy,
misrepresentation and breach of statutory duty to be assessed;
(iv)
all necessary orders as may be required to give effect to the declarations and orders sought and/
or as the Court thinks fit.
TSDTR had also applied to the High Court via an interlocutory application seeking jointly and/or
severally against Naluri and 9 other defendants, inter alia that they be restrained from putting into effect
any resolutions purportedly passed at the said extraordinary general meeting and/or completing the
proposed disposal of the business and the capital repayment of Naluri or any other similar proposals
pursuant to the resolutions, pending completion of the trial of the suit.
The Company and Naluri have applied to strike out the suit. These applications to strike out have been
granted by the Judge on 28 April 2010. TSDTR had filed an appeal on 17 May 2010 against the decision
of the Judge in allowing the striking out application. TSDTR had on 29 July 2010 filed a Notice of Motion
to the Court of Appeal to adduce further evidence during the hearing of TSDTR’s appeal against the
Judge’s decision in allowing the striking out. The Court has fixed 11 August 2011 for case management.
129
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
130
(e)
Writ of Summons and Statement of Claim by Adenan Bin Ismail (“Adenan”)
Adenan, a shareholder of Naluri, commenced legal proceedings at the High Court against the Company
and APSB on 16 September 2008, following the completion of the corporate exercises by the Company
and/or APSB in relation to the Agreement dated 11 August 2003 between Danaharta and APSB for the
sale and purchase of Naluri shares from Danaharta. Adenan is seeking against the Company, APSB
and 7 other defendants, inter alia:
(i)
an order that the Company, APSB and 6 other defendants are persons acting in concert for the
purposes of gaining control of Naluri, that the defendants have acquired control of Naluri as at 2
March 2005 or such other date as the Court determines;
(ii)
an order that the Company and/or APSB make a take-over offer to all existing shareholders of
Naluri to acquire their shares at RM1.98 per share of Naluri and that the Securities Commission
directs that the Company and/or APSB effect such take-over offer, and if such take-over is not
effected, then the capital repayment and the acquisitions by Naluri as described in the Statement
of Claim are rendered void.
The Company’s and APSB’s application to strike out the suit has been allowed by the Court on 20
October 2010. Adenan has filed an appeal against the High Court’s decision. No date has been fixed
by the Court of Appeal.
(f)
Writ of Summons and Statement of Claim by Adenan
Adenan, a shareholder of Naluri, commenced legal proceedings at the High Court against Naluri, the
Company and Darul Metro Sdn. Bhd. (“DMSB”) on 19 September 2008, purportedly for the benefit of
Naluri. Adenan is seeking against Naluri, the Company, DMSB and 9 other defendants, inter alia:
(i)
various declarations as against the Company and DMSB, to declare that they are jointly and
severally liable to account to Naluri for the difference between the actual value of Naluri’s assets
as described in the Sale of Business Agreement dated 5 January 2007 between Naluri and DMSB
and the sum actually paid by the Company or such other sum as the Court thinks fit, and that they
are liable to account to Naluri for all benefits gained or derived from the use of Naluri’s assets as
described in the said Sale of Business Agreement;
(ii)
various orders as against all defendants (except Naluri), to rescind the said Sale of Business
Agreement and the Subscription Agreement dated 5 January 2007 between the Company and
DMSB; for loss and damage to be assessed; interest and costs.
The applications by Naluri, the Company and DMSB to strike out the suit have been granted by the
Court on 18 May 2010. An appeal had been filed by Adenan on 7 June 2010. The Court of Appeal has
fixed 20 June 2011 for trial.
(g)
Notice of Arbitration by the Government of the Republic of Maldives
The Government of the Republic of Maldives had served upon Naluri on 16 April 2007 a notice of
arbitration, seeking arbitration on the claims and disputes relating to various alleged breaches under a
Shareholders’ Agreement dated 1 October 1994 between Naluri and the Government of the Republic of
Maldives. The Government of Republic of Maldives is seeking, inter alia, payment of USD69.2 million to
settle the liabilities of a joint venture company, Air Maldives Limited; damages; compensation; specific
performance; interest, and/or other approvals relief or remedies, whether under or in equity, law, statute
or otherwise arising out of or in connection with the dispute. The solicitors acting for Government of
the Republic of Maldives had on 15 March 2011 wrote to the Arbitrator informing that the matter has
been amicably settled and for the arbitration to be withdrawn.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(h)
Writ of Summons and Statement of Claim by Malaysian Airline System Berhad and 2 others
Malaysian Airline System Berhad (“MASB”), MAS Golden Holidays Sdn. Bhd. (“MGH”) and MAS Hotels
& Boutiques Sdn. Bhd. (“MHB”) had commenced legal proceedings on 26 May 2006 against Naluri and
4 other defendants seeking, inter alia:
(i)
various declarations as against Naluri, to declare that Naluri is liable to MASB and/or MGH as a
constructive trustee for allegedly assisting in the breach of fiduciary duties and/or obligations by
TSDTR and/or knowingly receiving monies paid in breach of TSDTR’s fiduciary duties or obligations,
and to declare that Naluri holds on trust for MASB and/or MGH any payment or profit received
arising from the said alleged assistance and is liable to pay the same to MASB and/or MGH;
(ii)
damages for dishonest assistance and/or knowing receipt, for conspiracy and/or for unlawful
interference in the business of MASB and/or MGH.
A Notice to attend pre-trial case management had been filed on 29 September 2010 and the suit had
been fixed for case management on 9 November 2010 before the High Court Judge. However, in view
of the global settlement in respect of all suits involving TSDTR, the suit is now fixed for mention on 21
June 2011.
(i)
Winding-up Petition by Shahidan
Shahidan, a shareholder of Naluri, had commenced winding-up proceedings at the High Court against
Naluri on 29 February 2008. Shahidan is seeking inter alia that Naluri be wound up by the Court under
the provisions of section 218(1)(f) and section 218(1)(i) of the Companies Act, 1965, and that the Official
Receiver be appointed as provisional liquidator of Naluri.
Naluri had applied to the High Court, seeking inter alia:
(i)
to strike out the suit, or alternatively, that all proceedings under the suit be stayed;
(ii)
to restrain Shahidan and/or its solicitors from giving any notice of the winding-up proceedings
to any third party; and pending disposal of this application by Naluri or until further order by the
High Court, that the suit and all proceedings therein be stayed; and
(iii)
to validate the transfer of all shares of Naluri made since the commencement of the winding-up
proceedings.
On 24 April 2008, the High Court allowed with costs Naluri’s application to strike out the suit, and
validated all transfers of shares of Naluri made since the commencement of the winding-up proceedings.
Shahidan has appealed to the Court of Appeal against the said decisions of the High Court. The Court
of Appeal has now fixed the appeal for case management on 11 August 2011.
(j)
Arbitration proceedings by Mancon Berhad (“MB”) on behalf of Nilai Barisan Sdn. Bhd. (“NBSB”)
MB, on behalf of NBSB, had commenced arbitration proceedings against Kelana Megah Sdn. Bhd.
(“KMSB”) on 24 May 1999 in relation to NBSB’s engagement as a sub-contractor nominated by KMSB for
the supply, installation, testing and commissioning of air-conditioning and mechanical ventilation works
in the construction of the Johor Bahru Duty Free Complex. The sum claimed by MB is approximately
RM2,468,000. KMSB has counter-claimed that it incurred loss/damage in the sum of approximately
RM1,909,000 in rectifying defective and/or incomplete works of NBSB.
KMSB’s solicitors informed the Arbitrator on 21 January 2002 that NBSB had been wound up on 8
August 2000. In view that NBSB had been wound up, parties were not able to resume the arbitration
proceedings and the same is currently in abeyance.
131
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
132
(j)
Arbitration proceedings by Mancon Berhad (“MB”) on behalf of Nilai Barisan Sdn. Bhd. (“NBSB”)
(continued)
KMSB’s solicitors had issued numerous letters to the Arbitrator to seek the Arbitrator’s instructions
on the arbitration proceedings and/or instructions that the arbitration proceedings be closed. To date,
KMSB has not received any response from the Arbitrator. KMSB’s solicitors had also written to the
liquidator of NBSB to request that the liquidator decides either if NBSB wishes to continue with the
arbitration proceedings or to withdraw the claims against KMSB. To date, KMSB has not received any
response from the liquidator.
(k)
Writ of Summons and Statement of Claim by LH Technology Sdn. Bhd. (“LHT”)
LHT had commenced legal proceedings at the High Court against KMSB on 30 December 1999, claiming
a sum of RM1,026,000 in relation to LHT’s engagement as a sub-contractor for the design, supply and
installation of curtain walling, frameless glass panel, shopfront, balustrading, aluminium and glazing
works in the construction of the Johor Bahru Duty Free Complex.
On 26 June 2000, the Senior Assistant Registrar of the High Court allowed LHT’s application for a
summary judgment against KMSB. KMSB appealed to the High Court Judge against the said summary
judgment, and this appeal was allowed. LHT then appealed to the Court of Appeal against the decision
of the High Court Judge.
On 28 July 2008, LHT’s appeal was dismissed with no order as to costs by the Court of Appeal. KMSB’s
solicitor has informed the High Court of the said dismissal of the LHT’s appeal, and requested the High
Court to fix a mention date for the suit. The High Court has not fixed any date for this suit.
(l)
Writ of Summons and Statement of Claim by Eden Enterprises (M) Berhad (“EEB”)
EEB had commenced legal proceedings at the High Court on 31 January 2004 against DFZ Duty Free
(Langkawi) Sdn. Bhd. (“DDFL”) and 2 other defendants in respect of an alleged tort of conspiracy on
a long-term lease of twenty-eight (28) years entered into between EEB and DDFL for a duty free outlet
and staff living quarters in Langkawi (“premises”).
EEB had also applied to the High Court via an interlocutory application to compel DDFL to quit, vacate
and deliver up to EEB the premises. EEB’s application was dismissed by the High Court on 6 December
2005.
EEB then appealed to the Court of Appeal against the said dismissal by the High Court. The Court of
Appeal dismissed EEB’s appeal on 27 May 2009.
DDFL had filed an application for an interim injunction to restrain EEB and its subsidiary from exercising
self-help to regain vacant possession of the premises and interfering with DDFL’s quiet enjoyment of
the same. DDFL also filed another application subsequently for an interim injunction to restrain EEB
and its subsidiary from prohibiting and qualifying DDFL’s use of lanes around the premises for access
to or egress from the premises.
Consent Order was duly recorded between the parties on 23 November 2010 before the High Court
Judge wherein EEB withdraws all claims against DDFL and DDFL withdraws its counterclaim against
EEB without any order as to costs (“Consent Order”).
Pursuant to the terms of the Consent Order, the parties had duly appointed their respective valuers to
undertake a valuation of the market rate for the premises (excluding the staff living quarters). There is
a dispute arising from the Consent Order and parties are taking steps to address the dispute.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
48. Significant and subsequent events
(a)
On 28 November 2006, Maybank Investment Bank Berhad (“Maybank-IB”) announced that the Board
of Directors (“Board”) of the Company had proposed the acquisition of the entire business undertakings
of Naluri including all its assets and liabilities and all the holdings in all its subsidiaries and associated
companies for a total purchase consideration of approximately RM435.432 million (or equivalent
to RM0.75 per ordinary share of RM1.00 each in Naluri) to be satisfied entirely by cash (“Proposed
Acquisition”).
The Proposed Acquisition was approved by the shareholders at the Extraordinary General Meeting
(“EGM”) on 2 March 2007 and the Ministry of International Trade and Industry (“MITI”) on 28 March 2007.
On 3 July 2008, Maybank-IB, on behalf of the Board of the Company, announced that the completion
of the Proposed Acquisition had taken place on the said date. Upon the completion of the Acquisition, Naluri had proceeded, on 3 March 2010, to file a Petition to the
High Court to confirm the Proposed Capital Repayment in order to give effect to the Special Resolution
of Naluri passed at the EGM held on 8 March 2007, pursuant to Section 64 of the Companies Act 1965
(“Petition”). An application for dispensation of inquiry as to creditors had also been filed on 8 March
2010 (“Application”). The Court had on 19 March 2010 granted order in terms of the Application.
The Court has now fixed the petition for Proposed Capital Repayment for case management on 16
June 2011.
On 18 August 2010, Maybank-IB, on behalf of the Board of the Company announced that Securities
Commission (“SC”) had vide its letter dated 17 August 2010, approved the extension of time of one
year from 3 August 2010 to 2 August 2011 for Naluri to complete the Proposed Capital Repayment.
(b)
On 16 October 2009, Affin Investment Bank Berhad (“Affin Investment”) announced that the Company
had entered into a conditional Share Sale Agreement with DFZ to dispose all its shares in Tenggara
Senandung Sdn. Bhd. for a cash consideration of RM22,000,000 and all its shares in Binamold Sdn.
Bhd. (“BMSB”) for a cash consideration of RM2,800,763 and assumption by DFZ of inter-company
debt due and owing by BMSB to the Company amounting to RM5,199,237 as at 31 August 2009. The
disposals were fully completed on 7 April 2010.
(c)
On 16 October 2009, Affin Investment announced that the Company had entered into a conditional
Share Sale Agreement with Orchard Boulevard Sdn. Bhd., a wholly owned subsidiary of DFZ, to acquire
of all the shares in Radiant Ranch Sdn. Bhd. (“RRSB”) for a cash consideration of RM14,932,656 and
assumption by the Company of inter-company debt due and owing by RRSB to DFZ and/or its group
of companies amounting to RM12,067,344 as at 31 August 2009. The acquisition was fully completed
on 7 April 2010.
(d)
On 28 June 2010, Affin Investment, on behalf of the Board of the Company, announced that the Company
had entered into two conditional sale and purchase agreements (“SPAs”) with Esmart Holdings Limited
(“Esmart”) for the following:
(i)
proposed acquisition by Esmart of 156,861,702 ordinary shares of RM1.00 each in DFZ (“DFZ
Shares”) or 74.71% equity interest representing the Company’s entire equity interest therein for a
disposal consideration of RM470,585,106 or equivalently RM3.00 per DFZ Share to be satisfied
by the issuance of 12,702,123,773 new ordinary shares in Esmart (“Esmart Shares”) at the issue
price of SGD0.015765 per Esmart Share and 1,270,212,377 free warrants on the basis of one
free warrant for every 10 Esmart Shares (“Proposed Injection of DFZ”); and
(ii)
proposed acquisition by Esmart of 1,000,002 ordinary shares of RM1.00 each in DMSB
(“Darul Metro Shares”) representing the Company’s entire equity interest therein for a disposal
consideration of RM200,000,000 or equivalently RM200.00 per Darul Metro Share to be satisfied
by the issuance of 5,398,438,502 new Esmart Shares at the issue price of SGD0.015765 per
Esmart Share and 539,843,850 free warrants on the basis of one free warrant for every 10 Esmart
Shares (“Proposed Injection of Darul Metro”).
133
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
48. Significant and subsequent events (continued)
134
(d)
(continued)
The aggregate consideration of RM670,585,106 which is equivalent to SGD285,355,364 at the agreed
exchange rate of RM2.35 to SGD1.00.
The Proposed Injection of DFZ and Proposed Injection of Darul Metro form the basis for the Proposal as
the Proposed Injection of DFZ and Proposed Injection of Darul Metro will result in a reverse take-over
of Esmart by the Company which will ultimately control DFZ and DMSB via Esmart.
On 1 October 2010, Affin Investment, on behalf of the Board of the Company, announced that Bank
Negara Malaysia had, vide its letter dated 23 September 2010, approved for the Company to undertake
an investment overseas involving the subscription of Consideration Shares and Consideration Warrants
to be issued by Esmart pursuant to the Proposal subject to the Company obtaining the approvals and
complying with the conditions imposed by the relevant authorities in Malaysia.
On 15 December 2010, the Company announced that the shareholders of the Company had at the
EGM approved the ordinary resolution for the Proposed Injections and Proposed Offer.
On 28 December 2010, Affin Investment, on behalf of the Board of the Company, announced that the
two conditional SPAs dated 28 June 2010 entered between the Company and Esmart pursuant to the
Reverse Take Over had became unconditional on the said date.
Further, pursuant to the requirements of Part III of the Malaysian Code on Take-Overs and Mergers, 2010
(“Code”), Esmart has an obligation to undertake an unconditional take-over offer (“Offer”) to acquire
all the remaining 53,102,127 DFZ Shares that are not already held by Esmart and its parties acting in
concert (“PACs”) (“Offer Shares”) representing approximately 25.29% of the issued and paid-up share
capital of DFZ. Accordingly, the Company, being a person having an interest in the Offer pursuant to
the SPAs, became the ultimate offeror for purposes of the Offer.
In relation to the Offer, on 28 December 2010, Esmart has, through Affin Investment, served a Notice
of Mandatory Take-over Offer dated 28 December 2010 (“Notice”) notifying the Board of Directors of
DFZ of Esmart’s obligation to extend a mandatory take-over offer for all the remaining ordinary shares
of RM1.00 each in DFZ not already owned by Esmart.
On 7 January 2011, Affin Investment announced that the two conditional SPAs entered into between
the Company and Esmart on 28 June 2010 pursuant to the Reverse Take Over have been completed
(“Completion”). Accordingly, upon Completion, DFZ became a 74.71%-owned subsidiary company
of Esmart and DMSB became a wholly-owned subsidiary company of Esmart. The Company, in turn,
became the controlling shareholder of Esmart.
The Offer Document in respect of the Offer were despatched to the shareholders of DFZ on 18 January
2011. The first Closing Date for the Offer was on 8 February 2011. On 2 February 2011, Affin Investment
announced that the Closing Date for the Offer has been extended to 1 March 2011. Affin Investment
also announced that based on the level of acceptances as at 31 January 2011, Esmart held 91.20%
of the issued and paid-up share capital of DFZ.
In accordance with the terms of the SPAs and in conjunction with the Completion, Esmart had on 1
February 2011 entered into a sale and purchase agreement with Lee Keow Chin, the former Chief
Executive Officer and a former Director of Esmart, for the disposal of all the equity interests held by
Esmart in the six Esmart subsidiaries at a consideration of SGD1.00 for each subsidiary, amounting to
SGD6.00 in total, for the purpose of the disposal of Esmart’s former electronics business as disclosed
in the Circular.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
(d)
(continued)
On 8 February 2011, Affin Investment announced that the Offer has been validly accepted by the holders
of not less than nine-tenths in the nominal value of the Offer Shares. Affin Investment also announced
that based on the level of acceptances as at 8 February 2011, Esmart held 97.58% of the issued and
paid-up share capital of DFZ. As set out in Section 4 of the Offer Document dated 18 January 2011
which sets out the details, terms and conditions of the Offer, Esmart invoked the provisions of Section
222 of the Capital Markets & Services Act, 2007 (“CMSA”) to compulsorily acquire any remaining Offer
Shares for which acceptances have not been received if Esmart receives valid acceptances of not less
than nine-tenths (9/10) in the nominal value of the Offer Shares.
On 2 March 2011, Affin Investment announced that the Offer has closed on 1 March 2011. Based on
the level of acceptances as at 1 March 2011, Esmart held 99.49% of the issued and paid-up share
capital of DFZ which amounts to 208,908,845 DFZ Shares.
On 15 March 2011, Affin Investment announced that Bursa Malaysia Securities Berhad (“Bursa
Securities”) has vide their letter dated 14 March 2011, informed that pursuant to Paragraph 16.07 (a) of
the Main Market Listing Requirements of Bursa Securities, the entire issued and paid-up share capital
of DFZ will be removed from the Official List of Bursa Securities with effect from 9.00 a.m. (Malaysian
Time) on Thursday, 17 March 2011.
On 1 April 2011, Affin Investment announced that pursuant to the Compulsory Acquisition, the transfer
of the remaining DFZ Shares from the dissenting shareholders to Esmart has been effected on the said
date and the payment for the remaining DFZ Shares not already held by Esmart and its parties acting in
concert has been dispatched. DFZ became a wholly-owned subsidiary of Esmart, upon the completion
of the Compulsory Acquisition.
On 24 May 2011, Esmart changed its name to “Duty Free International Limited”.
(e)
On 8 September 2010, the Board of DFZ announced that its wholly-owned subsidiary, Cergasjaya Sdn.
Bhd. had entered into a Conditional Sale and Purchase Agreement (“SPA”) to dispose the freehold
land measuring approximately 2,324,746 square feet to Commerce Trade International Sdn. Bhd. for a
total cash consideration of RM8,601,600, subject to and upon the terms in the SPA. The disposal was
completed on 11 January 2011.
(f)
On 19 November 2010, BTSB and RRSB, both wholly-owned subsidiaries of the Company, entered
into two separate conditional SPAs with URSB for the proposed disposal of the following land for a
total cash consideration of RM145 million:
(i)
Six pieces of freehold land owned by BTSB for a sale consideration of RM104.4 million, measuring
approximately 43.95 acres, located at Mukim 17, North-East District of Pulau Pinang, Pulau
Pinang; and
(ii)
One piece of freehold land owned by RRSB for a sale consideration of RM40.6 million, measuring
approximately 17.08 acres, located at Mukim 17, North-East District of Pulau Pinang, Pulau
Pinang.
On 23 November 2010, BTSB and RRSB entered into two separate Novation Agreements with Uptrend
Housing Development Sdn. Bhd. (“Uptrend”) to novate the rights and obligations of URSB under BTSB
SPA and RRSB SPA, respectively to Uptrend, subject to the terms and conditions contained in the
Novation Agreements.
On 16 March 2011, the resolution for the above transactions was tabled at the EGM of the Company
and was duly approved by the shareholders of the Company. The above transactions were completed
on 30 May 2011.
135
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
136
(g)
On 17 March 2011, Tegapasti Sdn. Bhd. entered into a conditional SPA to dispose two pieces of freehold
land in Batu Ferringhi, Penang to Glass Bay Sdn. Bhd. for a total cash consideration of RM33 million,
subject to and upon the terms and conditions in the SPA.
(h)
On 23 May 2011, the Company entered into a Conditional Shares Sale Agreement with its 51% owned
subsidiary, MHS Land Sdn. Bhd., for the proposed acquisition of the entire issued and paid up share
capital in Gardenia Success Sdn. Bhd. (“GSSB”) comprising 10,000,000 ordinary shares of RM1.00 each
for a total consideration of RM56 million (“Proposed Acquisition”). Upon completion of the Proposed
Acquisition, GSSB shall become a wholly-owned subsidiary of the Company.
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Supplementary Information
49. Supplementary information
The breakdown of the (accumulated losses)/retained profits of the Group and of the Company as at 28 February
2011 into realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia
Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No.
1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Group Company
2011 2011
RM'000 RM'000
Total (accumulated losses)/retained earnings
- realised
(43,708)
454,977
- unrealised
(33,439)
(4,000)
Total share of retained profits from associate
- realised
–
–
- unrealised
–
–
(77,147)
450,977
Add: Consolidation adjustments
65,555 –
Total (accumulated losses)/retained profits as per financial statements
(11,592)
450,977
137
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Analysis of Shareholdings
as at 13 June 2011
Directors’ Direct and Deemed Interests in the Company and/or its subsidiary companies
According to the Register of Directors’ Shareholdings required to be kept under Section 134 of the Companies Act,
1965, the Directors’ interests in the Company and its subsidiaries are as follows:
Name
Direct Interest
No. of Ordinary Shares
# %
1,764,061
11,036,135
0.70
4.38
Deemed Interest
No. of
Ordinary Shares
#%
78,520,340(1)
31.16
44,034,813(2)17.47
Notes:(a)
(b)
(c)
#
Dato’ Sri Adam Sani Bin Abdullah and Dato’ Woo Hon Kong are deemed to have an interest in shares of all
the subsidiaries by virtue of their interest in shares held in the Company.
Other than disclosed above, none of the other Directors had any interest in shares in the Company or its
subsidiaries.
(1) Deemed interested through Distinct Continent Sdn. Bhd. by virtue of Section 6A of the Companies Act,
1965
(2) Deemed interested through Alpretz Capital Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965
Excludes 1,649,649 ordinary shares held as treasury shares.
List of Substantial Shareholders as at 13 June 2011
(As shown in the Register of Substantial Shareholders)
Name of
Substantial Shareholders
Distinct Continent Sdn. Bhd.
Sebastian Paul Lim Chin Foo
Alpretz Capital Sdn. Bhd.
Cipta Nirwana (M) Sdn. Bhd.
Ong Seng Leng
Low Boo Peng
Seymour Pacific Limited
Dato’ Choo Yeow Ming
Dato’ Ong Kar Beau
Direct Interest
No. of Ordinary Shares
# %
78,520,340
1,764,061
–
44,034,813
11,036,135
15,726,885
–
–
22,309,638
–
17,990,043
31.16
0.70
–
17.47
4.38
6.24
–
–
8.85
–
7.14
Deemed Interest
No. of
Ordinary Shares
#%
–
–
78,520,340(1)31.16
78,520,340(1)31.16
–
–
44,034,813(2)17.47
–
–
15,726,885(3)6.24
15,726,885(3)6.24
–
–
22,309,638(4)8.85
–
–
Notes:(1)
(2)
(3)
(4)
#
138
Deemed interested through Distinct Continent Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965
Deemed interested through Alpretz Capital Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965
Deemed interested through Cipta Nirwana (M) Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965
Deemed interested through Seymour Pacific Limited by virtue of Section 6A of the Companies Act, 1965
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Analysis of Shareholdings (cont’d)
as at 13 June 2011
Class of Shares
:
Ordinary Shares of RM1.00 each fully paid
Voting Rights
:
One (1) vote per RM1.00 share
DISTRIBUTION OF SHAREHOLDINGS AS AT 13 JUNE 2011
No. of
% of
No. of
Size of Shareholdings Shareholders Shareholders
Shares
Less than 100
131
10.08
4,919
100 – 1,000
393
30.23
71,358
1,001 – 10,000
505
38.85
1,653,959
10,001 – 100,000
185
14.23
5,247,812
100,001 to less than 5% of issued shares
81
6.23
74,231,042
5% and above of issued shares
5
0.38
170,791,719
TOTAL
#
1,300
% of Issued
Share Capital
0.00
0.03
0.66
2.08
29.46
67.77
100.00252,000,809#
100.00
No. of
Shares Held
#%
ABB Nominee (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Distinct Continent Sdn. Bhd. (Adam Sani)
56,337,750 22.35
ABB Nominee (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Alpretz Capital Sdn. Bhd.
22,270,500
8.84
A. A. Anthony Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Distinct Continent Sdn. Bhd.
15,195,418
6.03
HSBC Nominees (Asing) Sdn. Bhd.
14,519,638
- AA Noms SG for Seymour Pacific Limited
5.76
Al Wakalah Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Cipta Nirwana (M) Sdn. Bhd.
11,639,643
4.62
A. A. Anthony Nominees (Tempatan) Sdn. Bhd.
9,372,488 3.72
THIRTY (30) LARGEST SHAREHOLDERS AS AT 13 JUNE 2011
(Extracted from Register of Depository)
Name of Shareholders
1.
2.
3.
4.
5.
6.
7.
8.
Cartaban Nominees (Asing) Sdn. Bhd.
- Exempt an for Credit Agricole (Suisse) SA, Singapore Branch (Trust Account)
8,985,000
3.57
Al Wakalah Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Ong Kar Beau
8,563,668
3.40
9.
Distinct Continent Sdn. Bhd.
6,987,172
2.77
10. Kenanga Nominees (Tempatan) Sdn. Bhd.
6,391,825
2.53
11. Kenanga Nominees (Tempatan) Sdn. Bhd.
6,000,000
2.38
139
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Analysis of Shareholdings (cont’d)
as at 13 June 2011
THIRTY (30) LARGEST SHAREHOLDERS AS AT 13 JUNE 2011 (continued)
(Extracted from Register of Depository)
Name of Shareholders
No. of
Shares Held
%
12. Lembaga Tabung Angkatan Tentera
5,373,033 2.13
13.
14.
15.
16.
17.
18.
19.
20.
21.
Kenanga Nominees (Tempatan) Sdn. Bhd.
4,961,250
1.97
- Pledged Securities Account for Cipta Nirwana (M) Sdn. Bhd.
4,087,242
1.62
A.A. Anthony Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Atlas Sapphire Sdn. Bhd.
3,752,032
1.49
- Pledged Securities Account for Woo Hon Kong
3,197,250
1.27
Mayban Nominees (Tempatan) Sdn. Bhd.
3,031,875
- Pledged Securities Account for Ng Ai Loo
1.20
RHB Nominees (Tempatan) Sdn. Bhd.
2,987,775
1.19
Mayban Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Siow Yoon Keong
2,944,305
1.17
Citigroup Nominees (Tempatan) Sdn. Bhd.
- Pledged Securities Account for Woo Hon Kong (473988)
2,646,000
1.05
Muhammad Adib Bin Khalid
2,429,312 0.96
22.
23.
24.
25.
26.
27.
28.
HLB Nominees (Asing) Sdn. Bhd.
- Southern Dynamic Consultants Limited (CSD SIN/SDCL)
2,414,475
0.96
CIMSEC Nominees (Asing) Sdn. Bhd.
- CIMB Bank for Chew Soo Lin (M78022)
2,385,204
0.95
EB Nominees (Tempatan) Sendirian Berhad
2,205,000
0.87
EB Nominees (Tempatan) Sendirian Berhad
2,205,000
0.87
- Pledged Securities Account for Maung Ng We @ Lim Yong Tong
1,764,000
0.70
- UBS AG Singapore for Siow Yoon Keong
1,428,288
0.57
Eng Kim Thoo @ Ng Kim Thoo
1,352,436
0.54
29. Syed Sirajuddin Putra Jamalullail
1,349,241 0.54
30. HSBC Nominees (Asing) Sdn. Bhd.
- AA Noms SG for Zheng Ling
1,306,375
0.52
140
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
List of Properties
for financial year ended 28 February 2011
Net Book
Tenure /
Age of Value as at 28
Location
Description
Existing Use
Expiry Date
Building Approx Areas February 2011
Years
Sq Metre
RM’mil
1
Lot No. 1, Section 63,
Office building,
Town of Kuala Lumpur,
hotel apartment
Wilayah Persekutuan
building and
building under
construction
Registered
office, office
block for rent
and hotel
apartments for
letting
2
Shopping
i) Leasehold
13
57,354.07 163.76
complex, hotel
(99 years –
facilities, expiring 2092)
carpark, hotel,
ii) Leasehold
custom and (60 years –
immigration expiring 2069)
cum office
complex, jetty
and restaurant
and surface car
parks
i) Lot PTB 10707 Integrated
ii) Lot PTB 20006,
Commercial Duty
PTB 20380, PTB 20438, Free Complex -
PTD 146378 and
Duty Free Zone
PTD 148062
Town of Johor Bahru
and Mukim Plentong,
Johor Bahru,
Johor Darul Takzim
Leasehold (60 years – expiring 2038) renewable for a
further 30 years
Office
18,701.20 building
(26), Hotel
apartment
(15)
91.16
3 Lot PTB 10710,
Vacant land
Vacant land
Leasehold
N/A
28,884.44
15.13
Town of Johor Bahru (99 years –
and Mukim Plentong, expiring 2092)
Johor Bahru,
Johor Darul Takzim
4 Lot 1071, Mukim 11,
Double storey
Rented out
Freehold
16
29,234.00 5.53
Seberang Perai Tengah,
private bonded
Pulau Pinang
warehouse
Darul Mutiara
5
Lot PT 482 HS(M)
Double storey
Staff quarters
Leasehold
24
297.00 0.12
19/1981,
shophouse
(99 years - Mukim Sungai Laka,
expiring 2080)
Daerah Kubang Pasu,
Kedah Darul Aman
6 Lot 2224 HS(M)
A single storey
Duty Free
Leasehold
23
20,234.00 3.65
1/1987, PT 1443,
warehouse
shopping
(30 years - Bukit Kayu Hitam,
annexed to a
complex and
expiring 2017)
Mukim Sungai Laka,
double storey
warehouse
Daerah Kubang Pasu,
shopping complex
Kedah Darul Aman
and 30 units of
single storey lock
up shops and
ancillary building
7
Lot 127-142 & 169-174,
22 units single
Staff quarters
PT 1889-1904 & 1931-
storey terrace
1936, HS(M) 135/1989 -
house
150/1989 & 177/1989-
182/1989,
Bandar Baru Laka Temin,
Mukim Sungai Laka,
Daerah Kubang Pasu,
Kedah Darul Aman
Leasehold
(99 years - expiring 2088)
18
3,216.00 0.61
141
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
List of Properties (cont’d)
Net Book
Tenure /
Location
Description
Existing Use
Expiry Date
Years
Sq Metre
RM’mil
8
Lot 439, Geran 23052,
Vacant land
Vacant land
Freehold
N/A
69,125.00 11.51
Mukim 17,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
9 Lot 475, Seksyen 1,
Vacant land
Vacant land
Freehold
N/A
2,346.00 0.31
Bandar Batu Ferringhi,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
10 Lot 481, Geran 67421, Vacant land
Vacant land
Freehold
N/A
8,974,00
–
Mukim 17,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
11 Lot 3688, 3689 &
Vacant land, part
PT 2209,
of which is Golf
Bukit Kayu Hitam,
and Country Club
Mukim Sungai Laka,
Daerah Kubang Pasu,
Kedah Darul Aman
Rented out
and partly
vacant
Leasehold
13
3,127,220.00 37.82
(60 years - expiring
2053 and 2057)
12 Lot 44 Premises
4 & 1/2 storey
Business and
No. 42/1/2&3,
shophouse
office premises
Kompleks Munshi
Abdullah,
Jalan Munshi Abdullah,
75100 Melaka Darul Azim
Leasehold
(99 years expiring 2084)
26
130.00 0.44
13 Lot 970, 971, 973 &
Shopping complex Duty Free
1556,
Complex
Mukim Kedawang,
Daerah Langkawi,
Kedah Darul Aman
Leasehold
(30years expiring 2024)
16
2,548.00 1.57
14
Lot 4720, StoreStoreLeasehold 17
1,003.00
Mukim Titi Tinggi,
(60 years 2 Jalan Baru Sadao,
expiring 2054)
02100 Padang Besar,
Perlis Darul Sunnah
11.83
15 Lot 3548,
Warehouse
Duty Free
Leasehold
19
3,545.00
Mukim Titi Tinggi,
annexed
Complex and
(60 years 2 Jalan Baru Sadao,
to a single storey warehouse
expiring 2050)
02100 Padang Besar,
shopping complex
Perlis Darul Sunnah
16 Lot 2063,
Shop
Shop
Freehold
24
223.00 0.21
Mukim Titi Tinggi,
Padang Besar,
30 Bangunan PKENPs,
Jalan Besar,
02100 Padang Besar,
Perlis Darul Sunnah
142
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Net Book
Tenure /
Location
Description
Existing Use
Expiry Date
Years
Sq Metre
RM’mil
17 Shop Lot Nos 47 & 48,
Shop
Shop
Mukim Titi Tinggi,
Padang Besar,
3D & 4D Kompleks Arked
Niaga PKENPs,
02100 Padang Besar,
Perlis Darul Sunnah
Leasehold
21
58.00 18
PN 108045, Lot 4858,
Duty Free
Duty Free
Mukim Pengkalan Hulu,
Complex
Complex
District of Hulu Perak, Perak Darul Ridzuan
Leasehold
21
10,116.00
9.13
19
Lot No. 4998 & 5017,
Industrial premises Factories, office
Mukim Kapar,
and ancillary
District of Klang,
buildings
Selangor Darul Ehsan
Freehold
7 - 26
24,154.64 9.04
PT 1644,
Vacant industrial
Vacant land
Leasehold
N/A
57,085.00 Town of Hulu Bernam,
land
(99 years – District of Hulu Selangor,
expiring 2096)
21 Lot No. 5080,
Industrial premises Warehouse and
Freehold
14
12,014.09 Mukim Kapar,
office building
District of Klang,
0.94
20
0.25
6.35
22 Lot No PT 54755 &
Industrial premises Factory, office
PT 54753 ,
and
Mukim Kapar,
warehouse
District of Klang,
Freehold
8 - 33
48,562.22 21.36
23 Lot no PT 6731,
Industrial premises Rented out
Kawasan Perindustrian
Berat Gurun,
Mukim Gurun,
District of Kuala Muda,
Kedah Darul Aman
Leasehold
(60 years)
4
43,541.33 2.60
24 Lot 1204 (HS(M) 492),
478 (Geran 16796) &
479 (Geran 16797),
Mukim 17,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
Vacant land for
Vacant land
Freehold
N/A
188,931.54 16.56
development
25 Lot 553 (Geran 41313),
(held under Geran
Mukim 114), Mukim 17,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
Vacant land for
development
Vacant land
Freehold
N/A
2,784.24 0.02
143
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Net Book
Tenure /
Location
Description
Existing Use
Expiry Date
Years
Sq Metre
RM’mil
26 Lot 752 & 795 HS(D)
11858, Mukim 17,
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
Double storey
semi-detached
Rented out
Freehold
10
447.97 0.34
27 Lot 815 HS(D) 11858,
Mukim 17,
Daerah Timur Laut,
Pulau Pinang Darul Mutiara
Double storey
semi-detached
Rented out
Freehold
10
459.03 0.29
28 Lot 908 & 942,
Vacant land
Vacant land Freehold
N/A
610.00 0.40
(HS(M)141 & HS(M)
175),
Mukim 17,
Daerah Timur Laut,
Bandar Baru Ferringhi,
Pulau Pinang
Darul Mutiara
29 Lot 303 (Geran 46814) Vacant land for
Vacant land
Freehold
N/A
11,266.63 9.20
& 340 (Geran 46821) development
with single
Seksyen 1, Mukim 17,
storey sales
Daerah Timur Laut,
office
Daerah Timur Laut,
Pulau Pinang
Darul Mutiara
30 Lot PT 5607 & 5608,
Vacant land
Vacant land
Freehold
N/A
647,497.00 56.00
Bandar Sri Sendayan,
Daerah Seremban,
Negeri Sembilan
Darul Khusus
31 8 Persiaran Kampung Factory land and
Business and
Leasehold
14
4,355.00
Jawa, No Hakmilik 6711, building
office premises
(60 years
Lot 9891, Mukim 12,
expiring 2054)
Daerah Barat Daya,
Pulau Pinang
Darul Mutiara 4.80
32 Pajakan Negeri No 3839,
Factory land
Business and
Leasehold
N/A
1,106.00
Lot 11618, Mukim 12,
office premises
(60 years
Daerah Barat Daya,
expiring 2058)
Pulau Pinang
Darul Mutiara
144
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Twenty-Second Annual General Meeting of Atlan Holdings Bhd. will be held
at the Meeting Room, Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang on Thursday, 28 July
2011 at 11.30 a.m. for the following purposes:AGENDA
AS ORDINARY BUSINESS:
1.
To receive the Audited Financial Statements for the financial year ended 28 February 2011
together with the Directors’ and Auditors’ Report thereon.
2.
To approve the payment of Directors' fees of RM72,000 for the financial year ended 28
February 2011.
3.
To re-elect the following Directors who retire in accordance with Article 78 of the Company’s
Articles of Association and being eligible, have offered themselves for re-election:-
Resolution 1
Resolution 2
a)
b)
Dato’ Shagul Hamid Bin K.R. Williams
4.
To re-elect the following Directors who retire in accordance with Article 85 of the Company’s
Articles of Association and being eligible, have offered themselves for re-election:-
Resolution 3
Resolution 4
a)
Ong Bok Siong
b)
Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin Amad
5.
To consider and if thought fit, to pass the following resolution pursuant to Section 129(6)
of the Companies Act, 1965 as an ordinary resolution:-
Resolution 5
Resolution 6
“That En. Mohd Sharif Bin Hj Yusof who is over the age of seventy years and retiring in
accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed
as Director of the Company and to hold office until the conclusion of the next Annual
General Meeting of the Company.”
6.
To re-appoint Messrs Ernst & Young as Auditors of the Company until the conclusion of the
next Annual General Meeting and to authorise the Directors to fix their remuneration.
AS SPECIAL BUSINESS:
7. To consider and if thought fit, to pass the following resolution as an Ordinary
Resolution:-
Ordinary Resolution
Authority to issue and allot shares pursuant to Section 132D of the Companies Act,
1965
"THAT, subject to Section 132D of the Companies Act, 1965, the Articles of Association
of the Company and approvals of the relevant governmental or regulatory authorities,
the Directors be and are hereby empowered to allot and issue shares in the capital of the
Company from time to time upon such terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem fit provided that the aggregate number
of shares issued pursuant to this resolution does not exceed 10% of the issued share
capital of the Company for the time being and the Directors be and are also empowered
to obtain the approval for the listing of and quotation for the additional shares so issued
on Bursa Malaysia Securities Berhad AND THAT such authority shall continue to be in
force until the conclusion of the next Annual General Meeting of the Company.”
8.
To transact any other business of which due notice shall have been given in accordance
with the Companies Act, 1965 and the Company’s Articles of Association.
Resolution 7
Resolution 8
Resolution 9
145
ATLAN HOLDINGS BHD
(173250-W)
I
annual report 2011
Notice of Annual General Meeting (cont’d)
By Order of the Board,
CHUA SIEW CHUAN (MAICSA 0777689)
THUM SOOK FUN (MAICSA 7025619)
Company Secretaries
Date: 6 July 2011
Notes:1.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one (1)
proxy to attend and vote in his stead. A proxy may but need not be a member of the Company and a member
may appoint any person to be his proxy without limitation and the provisions of Section 149 (1)(a), (b) and (c)
of the Companies Act, 1965 shall not apply to the Company.
2.
Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depository) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with
ordinary shares of the Company standing to the credit of the said securities account.
3.
Where a member appoints one (1) or more proxies, the appointments shall be invalid unless he or she specifies
the proportion of his or her holdings to be represented by each proxy.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly
authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer
or attorney duly authorised.
5.
The instrument appointing a proxy must be deposited at the Company's registered office at Level 4, Wisma
Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang, not less than 48 hours before the time for
holding the meeting or any adjournment thereof.
EXPLANATORY NOTE TO SPECIAL BUSINESS
Resolution 9 – Proposed Authority for Issue of Shares
The proposed resolution, if passed, will give the Directors the power to allot and issue shares up to 10% of the
issued and paid-up share capital of the Company for the time being for such purposes as the Directors would
consider in the best interest of the Company.
As at the date of this Notice, no new shares were issued pursuant to the mandate granted to the Directors at the
last Annual General Meeting (“AGM”) held on 26 August 2010 and it will lapse at the conclusion of the TwentySecond AGM.
The renewal of the above mandate would avoid any delay and cost involved in convening a general meeting to
specifically approve such issue of shares. This authority, unless revoked or varied at a general meeting, will expire
at the next AGM of the Company.
The resolution enables the Directors to take immediate action in the case of a need for corporate exercise or in the
event business opportunities arise which involve the issue of new shares, and to avoid delay and cost convening
general meeting to approve such issue of shares for the purpose of funding future investment project(s), working
capital and/or acquisition(s).
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Securities)
As at date of this notice, there are no individuals who are standing for election as Directors (excluding the above
Directors who are standing for re-election) at this forthcoming Annual General Meeting.
146
PROXY FORM
I / We, ..........................................................................................................................................................................
(full name in block letters)
NRIC No. / Company No. ............................................................................................................................................
of .................................................................................................................................................................................
(full address)
being a member of ATLAN HOLDINGS BHD. (173250-W) hereby appoint ..............................................................
of .................................................................................................................................................................................
or failing him, ...............................................................................................................................................................
of .................................................................................................................................................................................
or failing *him/her, the Chairman of the meeting as *my/our proxy to vote for *me/us on *my/our behalf at the TwentySecond Annual General Meeting of the Company to be held at the Meeting Room, Wisma Atlan, 8 Persiaran Kampung
Jawa, 11900 Bayan Lepas, Penang on Thursday, 28 July 2011 at 11.30 a.m. and at any adjournment thereof.
Please indicate your vote by a (X) in the respective box of each resolution. If no specific direction as to voting is
given, the proxy will vote or abstain from voting on the resolutions at his/her discretion.
AS ORDINARY BUSINESS :
For
Against
Resolution 1 To receive the Audited Financial Statements for the financial year
ended 28 February 2011 together with the Directors’ and Auditors’
Report thereon.
Resolution 2 To
approve the payment of Directors' fees of RM72,000.
Resolution 3 To re-elect Dato’ Sri Adam Sani Bin Abdullah as Director of the
Company. Resolution 4 To re-elect Dato’ Shagul Hamid Bin K.R. Williams @ Abdullah as
Director of the Company.
Resolution 5 To
re-elect Ong Bok Siong as Director of the Company. Resolution 6 To re-elect Jeneral (B) Dato’ Sri Abdullah Bin Ahmad @ Dollah Bin
Amad as Director of the Company.
Resolution 7
To re-appoint Mohd Sharif Bin Hj Yusof as Director of the Company
pursuant to Section 129 of the Companies Act, 1965
Resolution 8 To
re-appoint Messrs Ernst & Young as Auditors of the Company. AS SPECIAL BUSINESS :
Resolution 9
*
To approve the Proposed Authority for Issue of Shares.
Strike out whichever not applicable
As witness *my/our hand(s) this ............... day of ................................. , 2011.
.......................................................
Signature of Shareholder(s) common
seal
No. of Shares Held
✄
Notes:1.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint more than one (1) proxy to attend and
vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy
without limitation and the provisions of Section 149 (1)(a), (b) and (c) of the Companies Act, 1965 shall not apply to the Company.
2.
Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depository) Act 1991,
it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to
the credit of the said securities account.
3.
Where a member appoints one (1) or more proxies, the appointments shall be invalid unless he or she specifies the proportion of
his or her holdings to be represented by each proxy.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or,
if the appointor is a corporation, either under its seal or under the hand of an officer or attorney duly authorised.
5.
The instrument appointing a proxy must be deposited at the Company's registered office at Level 4, Wisma Atlan, 8 Persiaran
Kampung Jawa, 11900 Bayan Lepas, Penang, not less than 48 hours before the time for holding the meeting or any adjournment
thereof.
6.
Any alteration in this form must be initialed.
Fold this flap for sealing
Then fold here
AFFIX
POSTAGE
STAMP
THE COMPANY SECRETARIES
ATLAN HOLDINGS BHD
(Company No.: 173250-W)
Level 4, Wisma Atlan
8 Persiaran Kampung Jawa
11900 Bayan Lepas
Penang, Malaysia
1st fold here
ANNUAL REPORT
LAPORAN TAHUNAN
(173250-W )
Correspondence address :
16th Floor, Menara Atlan
161B, Jalan Ampang
50450 Kuala Lumpur
http ://www.atlan.com.my
Tel : 6 0 3 2 1 7 9 2 0 0 0
Fax : 6 0 3 2 1 7 9 2 3 9 0
ATLAN HOLDINGS BHD | ANNUAL REPORT | LAPORAN TAHUNAN 2011
ATLAN HOLDINGS BHD
2011

ATLAN-AnnualReport2011

Transcription

Similar documents

ACEM ENGINEERING AWARDS 2015 - Association of Consulting

SHC Corporate Profile

Peningkatan suri rumah dan reaktif bakat Scheme(HEARTS)

Innovating New Directions - Konsultant Proses Sdn Bhd

cambodia masterplan proposal

media kit

Books galore and more

CEO Message - MCIS Insurance Berhad

Symphony shares hit high note on Ranhill RTO plan

Untitled - Perbadanan Perpustakaan Awam Selangor