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L`impressione

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BONIA CORPORATION BERHAD (223934-T)
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Annual Report 2005
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Annual Report 2005
BONIA CORPORATION BERHAD
ANNUAL REPORT 2005 • BONIA CORPORATION BERHAD (223934-T)
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• ANNUAL REPORT 2005
statement
on corporate
governance
The Board of Bonia Corporation Berhad has considered the manner
in which it has applied the Principles of the Malaysian Code on
Corporate Governance (“the Code”) and the extend to which it has
complied with the Best Practices of the Code, the analysis of which
is reported in this Statement.
THE BOARD OF DIRECTORS
The Board has overall responsibility for the corporate governance, strategic direction and
overseeing the investments of the Group.
The Board meets at least four (4) times a year, with additional meetings convened as and
when necessary. Four (4) Board meetings were held during the financial year ended
30 June 2005. The details of attendance of the Directors at the Board Meetings are set out
on page 10.
Board Balance
The Board is composed of nine (9) directors and an alternative director. The Board
composition consists of five (5) Executive Directors, three (3) Independent Non-Executive
Directors within the meaning of Chapter 1.01 of the Listing Requirements of Bursa Malaysia
Securities Berhad (“Listing Requirements”) and one (1) Non-Independent Non-Executive
Director. The Board therefore fulfilled the Listing Requirements under Paragraph 15.02,
which states that one-third (1/3) of the Board members must be Independent Directors.
A brief profile of each Director is presented on pages 5 to 10.
The Company is led by an experienced Board under a Chairman who is an Executive Director.
The roles of the Chairman and the Managing Director are separated and each has a clearly
accepted division of responsibilities to ensure balance of power and authority. The Board
has within it, professionals drawn from varied backgrounds, bringing in-depth and diversity
in experience, expertise and perspectives to the Group’s business operations. The Board is
ensured of a balance and independent view at all Board deliberations largely due to the
presence of its Independent Non-Executive Directors whom are independent from the
Management and major shareholders of the Company. The Independent Non-Executive
Directors are also free from any business dealing and other relationships that could materially
interfere with the exercise of their independent judgement. Together with the Executive
Directors who have intimate knowledge of the Group‘s businesses, the Board is constituted
of individuals who are committed to business integrity and professionalism in all their activities.
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statement on corporate governance (cont'd)
Supply of Information
The Directors are provided with relevant agenda and timely information, such as quarterly
financial results, progress report of the Group’s businesses, corporate development,
regulatory and audit reports to enable them to discharge their duties and responsibilities.
All Directors have access to the advice and services of the Company Secretaries,
the external auditors and other independent professionals in carrying out their duties.
Board Committees
To assist the Board in discharging its duties, various Board Committees were
established. The functions and terms of reference of the Board Committees
are clearly defined and where applicable, comply with the recommendations
of the Code.
(i)
Audit Committee
The objective of the Audit Committee is to assist the Board to review the
adequacy and integrity of internal control system and management information
system of the Group and the Company. The composition terms of reference and
summary of activities of the Audit Committee are set out on pages 24 to 26 of the
Annual Report.
(ii) Nomination Committee
The Nomination Committee currently comprises the following members:Name
Status of Directorship
Independent
Datuk Ng Peng Hay
Non-Executive Director (Chairman)
Yes
Chiang Heng Kieng
Group Managing Director
No
Lim Fong Boon
Non-Executive Director
Yes
The responsibilities of the Nomination Committee are to identify skill and expertise that
are relevant to the effective functioning of the Board, to review the Board structure, size
and composition, to select and propose suitable candidates for appointment to the
Board. The Nomination Committee also assesses the contribution of each individual
Director and recommends the Board to fill the seat in the respective Committees. Besides,
the Nomination Committee shall annually review its required mix of skills and experience
and other qualities, including core competencies which Non-Executive Directors should
bring to the Board.
(iii) Remuneration Committee
The Remuneration Committee currently comprises of the following members:Name
Independent
Dato’ Shahbudin Bin Imam Mohamad Non-Executive Director (Chairman)
No
Datuk Ng Peng Hay
Yes
Lim Fong Boon
Yes
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The Remuneration Committee is responsible for considering and recommending the
following matters to the Board for its approval:•
•
•
•
Revision of fees payable to the Board of Directors;
Fees payable to the members of the Committees of the Board;
Reimbursement of expenses incurred in attending the Board and its Committee
meeting;
Develop a remuneration policy sufficient to attract and retain high caliber and
experience directors to successfully manage the business of the Group and of the
Company.
(iv) Option Committee of Executives’ Share Option Scheme (ESOS)
The ESOS Option Committee was established on 26 February 2002 to administer the
Group’s ESOS which became effective on 4 March 2002, in accordance with its ByeLaws in determining the participation eligibility option offers and share allocations and
to attend such other matters as may be required. The ESOS Option Committee comprises
the following members: Name
Datuk Ng Peng Hay
Independent
Yes
Chong Chin Look
Group Finance Director
No
Lim Fong Boon
Yes
Appointment to the Board
The Nomination Committee is responsible for making recommendation for appointment to
the Board. Upon appointment, the Director will undergo an orientation and familiarisation
programme, including visits to the Group’s businesses and meetings with senior management
as appropriate, to facilitate their understanding of the Group’s businesses.
Training sessions have been held for Directors of the Group to keep them abreast of current
and regulatory issues.
Re-election of Directors
Any Director appointed during the year is required under the Company’s Articles of
Association, to retire and seek re-election by shareholders at the next Annual General Meeting
(AGM) to be held following their appointments. The Articles also require that one-third (1/3)
of the Directors including the Managing Director, if any, to retire by rotation and seek reelection at each AGM and that each Director shall submit himself for re-election at least
once in every three (3) years.
Directors over seventy (70) years of age are required to submit themselves for re-appointment
by shareholders annually in accordance with Section 129(6) of the Companies Act, 1965.
Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme (MAP) prescribed
by Bursa Malaysia Securities Berhad. The Board believes that Directors should receive
continuous relevant programme training from time to time to further enhance their knowledge
in the latest statutory and/or regulatory requirements in compliance with Practice Note No.
15/2003 of the Listing Requirements of Bursa Malaysia Securities Berhad on the Continuing
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Education Programme (“CEP”). During the years 2004 and 2005, most of the Directors
have attended the CEP as a continuing effort to train and equip themselves to effectively
discharge their duties.
Directors’ Remuneration
The Code states that Directors’ remuneration should be of a sufficient level to attract and
retain high calibre Directors to successfully run the Group. For Non-Executive Directors,
their remuneration should reflect their respective levels of experience, expertise and
responsibilities.
Non-Executive Directors are paid attendance allowance for each Board and/or Audit
Committee Meeting they attended. Directors’ fees are paid to Executive and Non-Executive
Directors upon approval granted by the shareholders at the Annual General Meeting.
Executive Directors are not paid attendance allowance.
The aggregate remuneration of the Directors is categorised into appropriate components:
Category
Fees Salaries Bonuses
RM’000 RM’000 RM’000
Executive Directors
Non-Executive Directors
Other Emoluments
RM’000
Total
RM’000
527*
517*
192*
143*
1,379*
120
-
-
-
120
* inclusive of remuneration paid by the subsidiary companies.
The number of Directors whose total remuneration falls within the following bands:
Range of Remuneration
Executive Directors
Below RM50,000
Non-Executive Directors
4
RM100,001 to RM150,000
1
RM200,001 to RM250,000
2
RM250,001 to RM300,000
1
RM550,001 to RM600,000
1
RELATIONSHIP WITH SHAREHOLDERS
Dialogue between the Company and Investors
The Company recognises the important of keeping shareholders and investors
informed of the Group’s business and corporate developments. Such information is
disseminated through press releases, press conferences, the Company’s annual
reports, circulars to shareholders, quarterly financial results and various announcements
made from time to time.
The Group has established a website at www.bonia.com which shareholders and members
of the public can access for pertinent and updated information of the Group. Alternatively
the Group’s latest announcement can be obtained through the Bursa Malaysia Securities
Berhad’s website at www.bursamalaysia.com.
The Annual General Meeting (AGM) remains the principal forum for dialogue with
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shareholders. It is a crucial mechanism in shareholders communication for the Company. At
the Company’s AGM, shareholders have direct access to the Board and are given the
opportunity to ask questions during the open question and answer session prior to the
motion moving for the Company’s and the Group’s Audited Financial Statements and
Directors’ Report for the financial year. The shareholders are encouraged to ask questions
both about the resolutions being proposed or about the Group’s operations in general.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of the Group’s
financial performance and prospects, primarily through the financial statements and the
Chairman’s Statement in the Annual Report and quarterly financial statements.
The Group’s quarterly, half yearly and annual financial results announcements which are
released to shareholders within the stipulated time frame reinforce the Board’s commitment
to ensure accurate and timely dissemination of financial and corporate announcements for
greater accountability and transparency.
The Directors consider that in preparing the financial statements, the Group has used
appropriate accounting policies, consistently applied and supported by reasonable and
prudent judgements and estimates. All accounting standards which the Board considers to
be applicable have been followed, subject to any explanations and material departures
disclosed in the notes to the financial statements.
The Directors’ Responsibility Statement made pursuant to Paragraph 15.27(a) of the Listing
Requirements of Bursa Malaysia Securities Berhad is set out on page 29 of the Annual
Report.
Internal Control
The Board acknowledges their responsibilities for the Group’s system of internal controls
covering not only financial controls but also operational and compliance controls as well as
risk management. A Statement on Internal Control of the Group is set out on page 28 of the
Annual Report.
Relationship with the Auditors
The Board, via the Audit Committee, has established a
transparent and appropriate relationship with the Group’s
auditors. In the course of audit of the Group’s operations, the
auditors highlighted to the Audit Committee and the Board,
matters that need the Board’s attention.
The appointment of the external auditors is subject to the approval
of shareholders at the annual general meeting.
A summary of the activities of the Audit Committee during the year as
well as the role of the Audit Committee in relation to the external auditors
and internal auditors are set out in the Audit Committee Report on pages 24 to
26 of this Annual Report.
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COMPLIANCE WITH THE CODE
Save for the exceptions set out below, the Group is in substantial compliance, throughout
the financial year, with the Principles and Best Practices of the Code.
Pursuant to Best Practices Provision AA I, the Board is expected, in discharge of its
stewardship responsibilities, to identify principal risks and ensure implementation of
appropriate systems to manage these risks. The need for proper risk assessment which is
critical component of a sound system of internal control is essential.
At present, the Group has at least in place, an effective internal control system which has
ensured the followings:
•
•
•
Effectiveness and efficiency of the Group’s operations
Reliability of financial information
Compliance with laws, regulations, rules, directives and guidelines
Nevertheless, the Board is of the view that a more structured approach to formalise the
existing process by which risks are identified, assessed, controlled and reviewed, and the
Board’s involvement in the process, should be undertaken. In formulating this process, the
Board is be guided by the “Guidance for Directors of Public Listed Companies” issued by
an industry Task Force established by the Bursa Malaysia Securities Berhad on Internal
Control in December 2000. The Guidance shall assist the Board in evaluating the adequacy
and integrity of the Group’s system of internal controls.
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audit
committee
report
The Board of Directors of Bonia Corporation Berhad is pleased to
present the Report of the Audit Committee for the financial year
ended 30 June 2005.
MEMBERS AND MEETINGS
The composition of the Audit Committee is as listed below.
There were four (4) Audit Committee Meetings held during the financial year ended 30 June
2005. The details of attendance of the Audit Committee members are as follows:Name
Independent
Attendance
Datuk Ng Peng Hay
Yes
4 out of 4
Lim Fong Boon
Yes
4 out of 4
Chong Chin Look
Group Finance Director
(A member of the Malaysian
Institute of Accountants)
No
4 out of 4
The Date, Time and Place of the Audit Committee Meetings held:Date
Time
30 August 2004, Monday
10.15 a.m.
17 November 2004, Wednesday
10.30 a.m.
25 May 2005, Wednesday
3.00 p.m.
The Boardroom, Bonia Headquarters, No. 62, Jalan Kilang Midah, Taman Midah, Cheras,
56000 Kuala Lumpur
Date
Time
24 February 2005, Thursday
9.30 a.m.
Level 14, West Tower, Bronx V Meeting Room, Berjaya Times Square Hotel & Convention
Center, No. 1 Jalan Imbi, 55100 Kuala Lumpur
ee
audit committee report (cont'd)
The Managing Director, the Executive Directors, any other Board members, managers or
any other senior executive may attend the meetings upon the invitation by the Committee.
The Committee shall at least meet with the external auditors once a year.
TERMS OF REFERENCE
Membership
The Audit Committee shall be appointed by the Board from amongst the Directors and shall
consist of not less than three (3) members, a majority of whom shall be Independent Directors
and at least one (1) member of the Committee must be a member of the Malaysian Institute
of Accountants or possess such other qualifications and/or experience as approved by
Bursa Malaysia Securities Berhad.
Quorum
The quorum shall be two (2) and the majority of whom must be Independent Directors.
Reporting Procedures
The Chairman of the Committee shall be an Independent Director appointed by the Board.
He shall report on each meeting of the Committee to the Board.
The Company Secretary shall be responsible for drawing up the agenda and circulating it,
supported by explanatory documentation to the Committee members prior to each meeting.
The Secretary shall also be responsible for keeping minutes of meetings of the Committee
and circulating them to the Committee members and to the other members of the Board.
Frequency of Meetings
Meetings shall be held not less than four (4) times a year. The presence of external auditors
will be requested if required and the external auditors may also request a meeting if they
consider it is necessary.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of
reference and shall have full and unrestricted access to both the internal and external auditors
and to all employees of the Group. The Committee is also authorised to obtain external
legal advice or other independent professional advice as necessary.
Functions
The functions of the Committee shall be:a) to
•
•
•
•
•
•
review with the external auditors:the audit plan;
the evaluation of the system of internal accounting controls;
the scope and results of audit procedures;
the audit report;
the assistance given by the Group’s and the Company’s officers to the auditors;
the financial statements of the Group and the Company and thereafter to submit
them to the Board of Directors of the Company;
• any related party transactions that may arise within the Company or the Group;
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audit committee report (cont'd)
b) to consider and recommend to the Board the nomination of external auditors;
c) to review the internal audit plan, consider significant finding and management’s response
and report to the Board together with such other functions as may be agreed to by the
Committee and the Board;
d) to review the quarterly, half yearly and annual financial statements of the Group and the
Company before submission to the Board, focusing particularly on:•
•
•
•
•
public announcement of results and dividend payment;
any changes in accounting policies and practices;
significant adjustments resulting from audit;
the going concern assumptions;
compliance with applicable approved accounting standards and regulatory
requirements;
e) to carry out such other responsibilities, functions or assignments as may be defined
jointly by the Committee and the Board of Directors from time to time;
f)
in compliance with Paragraph 15.17 of the Listing Requirements of Bursa Malaysia
Securities Berhad (“Listing Requirements’), where the Committee is of the view that a
matter reported by it to the Board has not been satisfactory resolved resulting in a
breach of the Listing Requirements, the Committee must promptly report such matter to
the Bursa Malaysia Securities Berhad.
ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The Company does not have an Internal Audit Department but has appointed an external
professional firm of qualified accountants to undertake this function. The internal audit function
is independent of the activities or operation of its auditees. The firm undertakes the audit of
the Group’s operating units; reviewing the units’ compliance to internal control procedures;
highlighting weaknesses and making appropriate recommendations for improvement. The
firm reports directly to the Audit Committee and the Board.
ACTIVITIES OF THE COMMITTEE
During the financial year, the Audit Committee has:
(a) reviewed the unaudited quarterly and year-to-date financial results before recommending
to the Board for consideration and approval, and release to Bursa Malaysia Securities
Berhad;
(b) reviewed the external auditors’ scope of work and audit plan for the financial year;
(c) reviewed and approved the Audit Committee Report for the financial year ended
30 June 2005 to be presented in the Annual Report by the Board;
(d) reviewed the internal audit reports presented and considered the major findings of internal
audit in the Group’s operating subsidiaries and associated companies through the review
of internal audit report tabled and management responses thereto and ensuring significant
findings are adequately addressed by the management;
(e) reported to the Board on its activities and significant findings and results.
additional compliance
information
pursuant to Paragraph 9.25 of the Listing Requirements of
Bursa Malaysia Securities Berhad
Utilisation of Proceeds
The utilization of proceeds from the Rights Issue of 20,993,500 Warrants 2005/2008 listed
on 25 May 2005 was as follows :
Actual Utilised Proposed Utilisation
RM’000
RM’000
Working capital for Bonia Group
Expenses for the Corporate Exercise
1,803
1,743
290
350
2,093
2,093
Share Buybacks
During the financial year, there were no share buybacks by the Company.
Options, Warrants or Convertible Securities
Save for the exercise of options pursuant to the Executives’ Share Option Scheme and the
conversion of warrants 2005/2008, the amount of each is disclosed in Note 27 of the Financial
Statements, there were no other exercise of options, warrants or convertible securities
during the financial year 2005.
American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme
During the financial year, the Company did not sponsor any ADR or GDR programme.
Imposition of Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries,
Directors or management by the relevant regulatory bodies.
Non-audit Fees
During the financial year, there were non-audit fees of RM15,000 paid to the external auditors
in relation to a Corporate Exercise carried out by the Company and review of the company
statement of internal control.
Variation in Results
During the financial year, there were no variance of results which differ by 10% or more from
any profit estimate / forecast / projection / unaudited results announced.
Profit Guarantees
During the financial year, there were no profit guarantees given by the Company.
Material Contracts
During the financial year, there were no material contracts on the Company and its subsidiaries
involving Directors’ and major shareholders’ interests other than those disclosed in Note 39
of the Financial Statements.
Contract Relating to Loans
There were no contracts relating to loans by the Company.
Revaluation of Landed Properties
The Company does not have a revaluation policy on landed properties.
Recurrent Related Party Transactions
There were no recurrent related party transactions during the financial year under review.
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statement on internal control
The Board acknowledges its overall responsibility for maintaining a sound system of internal
controls for the Group and for reviewing its effectiveness and adequacy. Whilst the role of
the management is to implement the Board’s policies on risk and control. The system of
internal control 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 or loss.
The Board confirms that there is a continuous process to identify, evaluate and manage the
significant risks of the Group and this has been in place during the financial year under
review and up to the date of adoption of this Annual Report. The process is regularly reviewed
by the Board and is generally in accordance with the guidance as contained in the publication
- Statement of Internal Control: Guidance for Directors of Public Listed Companies.
The key elements of the Group’s internal control system are described below:
•
There is a clearly defined delegation of responsibilities to the Audit Committee of the
Board and the management of the holding company and operating units who ensure
that appropriate risk management and control procedures are in place. The Group’s
management operates a risk management process that identifies the key risks by line of
business and key functional activities.
•
There is a clearly defined framework for investment appraisal covering the acquisition or
disposal of any business, application of capital expenditure and approval on borrowing.
Post implementation reviews are conducted and reported to the Board.
•
Budgets, containing financial and operating targets, capital expenditure proposals and
performance indicators, are reviewed and approved by the Executive Directors and
managers of the respective subsidiary companies.
•
Performance reports are regularly provided to the directors and discussed at Board
meetings. The Board regularly receives from the management covering area such as
quarterly financial review, business development and other corporate matters.
•
Comprehensive management accounts and reports are prepared monthly for effective
monitoring and decision-making.
•
Regular scheduled management meetings are held and attended by all Executive Directors
to discuss and report on operational performance, business strategy, key operating
statistics, legal and regulatory matters of each business unit where plans and targets
are established for business planning and budgeting process.
The Board is aware of the importance of maintaining a control conscious culture and
embedding strong control features throughout the Group. As such, the Group’s organization
structure identifies the head of each business unit, their subordinates and superiors. This
structure enables a clear line upward reporting to the Board. The Board formally
communicates its objectives and expectation throughout the Group through various formal
documents such as memorandum, email, and also communicated via informal regular
business meeting between the Executive Board Members who are actively involved in the
day-to-day operation of the Group and all business unit heads.
In addressing the importance of a sound system of internal control, the Board has decided
to outsource the internal audit function of the Group, where an independent audit firm
appointed was to assist the Group in the internal audit function, risk management and
corporate governance activities.
directors’ responsibility
statement
The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial
statements for each financial year which give a true and fair view of the state of affairs of the
Group and of the Company and their results and cash flows for the financial year. As required
by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial
statements have been prepared in accordance with the applicable approved accounting
standards in Malaysia and the provisions of the Act.
In preparing the financial statements for the financial year ended 30 June 2005, the
Directors have:
•
•
•
selected suitable accounting policies and then applied them consistently;
made judgements and estimates that are reasonable and prudent;
ensured that applicable accounting standard have been followed, subject to any material
departures disclosed and explained in the financial statements.
The Directors are responsible for ensuring that the Group and the Company keep proper
accounting records which disclose with reasonable accuracy at any time the financial position
of the Group and of the Company and to enable them to ensure that the financial statements
comply with the Act.
The Directors have a general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and of the Company and to prevent and detect
fraud and other irregularities.
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chairman’s
statement
On behalf of the Board of Directors, it gives me great
pleasure to present to you the Annual Report and
Audited Financial Statements of Bonia Corporation
Berhad and its Group of Companies for the financial
year ended 30 June 2005.
FINANCIAL PERFORMANCE
The financial year 2005 had been a very exciting and challenging year for the
Group. Despite growing competition and rising raw materials costs at the market
place, the Group managed to achieve a remarkable consolidated turnover of
RM192 million, a growth of 28% as compared to RM150.5 million for the
corresponding year in 2004. The growth was derived from part realization of
our property project in Taman Connaught, Cheras, Kuala Lumpur amounting
to RM20.2 million coupled with the strong growth of 24% from our retailing
division.
The Group registered a growth of 16% in profit before taxation from RM12.4
million for the financial year 2004 to RM14.4 million for this financial year 2005.
The higher profit before taxation was achieved on the back of the improvement
in turnover. The profit attributable to shareholders for the year also increased to
RM8.1 million from RM7.5 million in the preceding year.
ECONOMIC REVIEW
The Malaysian economy grew by an impressive 8% during the first half of
2004, while the Real Gross Domestic Products (GDP) had moderated to
6.2% in the second half of 2004. The Malaysian economy remained resilient
and grew by 4.9% in the first half of 2005, despite slower world economic
growth and sharply rising international oil prices. Economic growth was
largely driven by private-sector activities. Private consumption and investment continued
to increase on the basis of improved investor confidence. Gross foreign direct investment
totalled RM8 billion in the first half of 2005.
The services sector moderated to a 5.4% growth in the second quarter after rising 6.0% in
the previous quarter. All its sub-sectors recorded a positive growth. Wholesale and retail
trade, hotels and restaurants expanded by 7.1%, spurred by sustained consumption,
coinciding with year-end festivals as well as higher tourist arrivals.
chairman’s statement (cont'd)
Tourist arrivals remained above the monthly target of one million, partly due to continued
promotional efforts to attract tourists from non-traditional markets. The high tourist arrivals
to Malaysia bodes well for the industry. The Group benefits from the revival in the retail
sector as our products are made available in most of the up-market department stores and
tourist attractions.
OPERATIONAL REVIEW
Retailing
Although the local retail industry has been facing many challenges over the past years,
the Group has been able to achieve satisfactory performance by improving its high
craftsmanship and quality besides maintaining a competitive pricing structure. The Group
has also been aggressive in building its international marketing network in order to
achieve wider recognition in the international arena and higher economies of scale.
During the financial year, a distributorship agreement with our Saudi Arabia counterpart,
The Savola Group, was signed to allow the Group to market Bonia products in
the Middle-East. During the year, The Savola Group opened its first two flagship
boutiques comprising of one Bonia and one Carlo Rino in Jeddah, Saudi Arabia,
which have been generating a good sales track record within a short period of
time. In view of the overwhelming response from the Saudis, the Savola Group
intends to open 12 more boutiques in the Middle-East by end of next year, this
endeavour will definitely contribute positively to the Group’s turnover.
With a population of more than 230 million, Indonesia is a lucrative market for the Group.
During the year, the Group tied up with Sogo Department Stores in Jakarta as well as in
Surabaya to sell its Bonia handbags, shoes, menswear and other accessories. A new
subsidiary company, namely Banyan Sutera Sdn Bhd, was incorporated during the year for
the marketing and distribution of Bonia products. During the year under review, 6 outlets
were opened in the Sogo Department Stores.
In Singapore, the Group also saw the opening of two new boutiques, Bonia Uomo and
Carlo Rino at the Changi Airport depature hall.
During the year, the Group was selected by MATRADE to exhibit its products samples in the
Malaysia Trade Center (MTC) Johannesburg, South Africa as well as in the MTC Dubai, UAE.
Nonetheless, the Group has yet to set any plan to penetrate the South African market.
Besides aggressive expansion into new foreign territories, the Group has been aggressively
building up its fashion empire in the domestic market and upgrading its chain of boutiques
throughout Malaysia. During the year under review, the Group opened a boutique in Suria
KLCC which sells Bonia’s ‘natural’ range of handbags and shoes targeted at a niche market
of high-end fashion group. The Group also opened a boutique at the Alamanda shopping
centre in Putrajaya, two CARLO RINO boutiques at the First World Hotel in Genting Highlands,
Pahang and Ampang Point, Selangor as well as a SEMBONIA boutique at the Berjaya Times
Square, Kuala Lumpur.
Further, on the East Coast of Malaysia, the Group has opened an exclusive BONIA boutique
in Kota Baru. The Boutique augurs well for the people in the East Coast as they need not
travel all the way to Kuala Lumpur for more varied choices when it comes to branded
leather goods. The boutique will also attract customers from Terengganu and even from
Southern Thailand.
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chairman’s statement (cont'd)
In East Malaysia, the Group opened its first stand-alone boutique at the established shopping
mall, Wisma Merdeka in Kota Kinabalu (KK). The boutique covers a space of 750 square
feet and it stands to cater not only for the locals but also for the increasing tourist arrivals as
well as the growing expatriate community living and working there. With the rapid development
which KK is currently enjoying, the boutique will definitely serve as an added stimulus and
encouragement for the Group to achieve commendable growth in the East Malaysian market.
Catalogue Sales
During the financial year, Ataly Industries Sdn Bhd (AISB), a wholly-owned subsidiary
of the Company, changed its business activity from a manufacturing concern, and
ventured into catalogue sales business. Through catalogue sales, AISB distributes
fashionable handbags, shoes and accessories under the flagship of Carlo Rino brand.
AISB has received good response from this catalogue sales. The outlook for the
catalogue sales remains positive due to a growing population and increasing affluence
of consumers. The catalogue sales business is expected to contribute positively to
the Group’s turnover in the future.
FUTURE PROSPECTS
With the Government’s success in lowering the budget deficit from 5.6% of GDP
in 2002 to an estimated 3.8% for this year, which will be further reduced to 3.5%
in year 2006, the Government will have a greater degree of flexibility to focus on
development efforts in order to sustain the growth momentum.
The Government will spend more to enhance the well-being of the people and their quality
of life while implementing pro-active measures to accelerate economic development in the
country. The strong economic performance and fundamentals will enable Malaysians to
enjoy higher income and purchasing power. Malaysia’s per capita income is expected to
increase to RM17,741 in 2005 compared with RM16,616 in 2004, which bodes well for the
retail industry.
With the economic indicators showing decent growth, coupled with the political and social
stability and resilient business and consumer confidence in our country, reinforced by the
strong push in the export market, barring unforeseen circumstances, the Board of Directors
expects the Group to remain buoyant in the coming financial year.
DIVIDEND
The Board of Directors is pleased to recommend a first and final dividend of 8% gross less
income tax of 28% and special dividend of 2% gross less income tax of 28% for the financial
year ended 30 June 2005.
APPRECIATION
On behalf of the Board of Directors, I would like to proudly express our sincere appreciation
to all the management and staff not only for their dedication and invaluable contributions
but also for their innovativeness and pro-active approach towards achieving the Group’s
pursuits and goals.
We also wish to thank all our valued customers, partners, shareholders, business associates,
Government authorities and bankers for their continued support and confidence in the Group.
I would like to take this opportunity to thank my fellow Directors for their guidance,
commitment and unwavering support during the year. We look forward to more good years.
CHIANG SANG SEM
Chairman
20 October 2005
penyata
pengerusi
Bagi pihak Lembaga Pengarah, saya dengan
sukacitanya membentangkan kepada anda Laporan
Tahunan dan Penyata Kewangan Beraudit bagi Bonia
Corporation Berhad dan Kumpulan Syarikat-syarikatnya
bagi tahun kewangan yang berakhir 30 Jun 2005.
PRESTASI KEWANGAN
Tahun kewangan 2005 merupakan tahun yang amat menarik dan mencabarkan
untuk Kumpulan. Sungguhpun persaingan semakin bertumbuh dan kos-kos bahanbahan asas meningkat di dalam pasaran, namum Kumpulan masih mencapai
gabungan perolehan sebanyak RM192 juta, merupakan pertumbuhan setinggi 28%
berbanding dengan RM150.5 juta untuk jangkamasa tahun 2004 yang lalu.
Pertumbuhan ini sebahagiannya berpunca dari realisasi projek hartanah kami di
Taman Connaught, Cheras, Kuala Lumpur yang bernilai RM20.2 juta dan juga
diiringi dengan pertumbuhan sebanyak 24% dari bahagian peruncitan.
Kumpulan kami mencatatkan pertumbuhan 16% dalam keuntungan sebelum cukai
dari RM12.4 juta dalam tahun kewangan 2004 ke RM14.4 juta dalam tahun
kewangan 2005. Keuntungan sebelum cukai yang lebih tinggi ini dicapaikan
melalui peningkatan dari perolehan. Keuntungan untuk para pemegang saham
untuk tahun ini meningkat ke RM8.1 juta dari RM7.5 juta di tahun yang
sebelumnya.
LAPORAN EKONOMI
Ekonomi Malaysia berkembang dengan kadar 8% yang impresif pada
separuh tahun pertama 2004. Keluaran Dalam Negeri Kasar (KDNK)
telah menjadi sederhana ke 6.2% pada separuh tahun kedua 2004.
Ekonomi Malaysia terus kekal mantap dan berkembang sebanyak 4.9%
pada separuh tahun pertama 2005 walaupun perkembangan ekonomi
global lebih sederhana serta peningkatan paras harga minyak antarabangsa
begitu ketara. Pencapaian pertumbuhan ekonomi ini di dorong sebahagian
besarnya oleh aktiviti sector swasta. Penggunaan sector swasta terus
meningkat, di samping pelaburan swasta yang juga kekal kukuh, berikutan
keyakinan pelabur yang bertambah baik. Aliran masuk pelaburan asing
kasar berjumlah 8 billion ringgit pada separuh tahun pertama 2005.
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penyata pengerusi (sambungan)
Sektor perkhidmatan menunjukkan pertumbuhan yang
sederhana 5.4% pada suku tahun yang kedua selepas
meningkat 6.0% pada suku sebelumnya. Kesemua sektor
sampingan merekodkan pertumbuhan yang positif.
Perniagaan borong dan peruncitan, hotel dan restoran
berkembang setinggi 7.1% dirangsang oleh pengekalan
penggunaan, bersamaan dengan perayaan-perayaan hujung
tahun dan ketibaan pelawat-pelawat asing.
Ketibaan pelawat-pelawat asing kekal di atas sasaran bulanan
iaitu satu juta, sebahagiannya akibat usaha-usaha untuk
menggalakkan pelawat-pelawat dari pasaran bukan
tradisional. Bilangan pelawat-pelawat ke Malaysia yang tinggi
amat bermakna kepada industri ini kerana produk-produk
kami sedia ada di kebanyakan kedai-kedai serbanika dan
tempat penarikan pelancong-pelancong.
LAPORAN OPERASI
Peruncitan
Sungguhpun industri peruncitan tempatan telah berhadapan
dengan pelbagai cabaran sejak beberapa tahun yang lalu,
namun Kumpulan masih dapat memperolehi pencapaian yang
memuaskan melalui peningkatan seni kraftangan dan kualiti
sambil mengekalkan struktur harga yang kompetitif.
Kumpulan juga amat agresif dalam membina rangkaian
pasaran antarabangsanya untuk mencapai pengiktirafan di
dalam arena antarabangsa dengan ekonomi skala yang lebih
tinggi.
Dalam jangkamasa kewangan, perjanjian pengedaran dengan
syarikat sejawat kami di Arab Saudi, The Savola Group, telah
ditandatangani untuk membenarkan Kumpulan untuk
memasarkan produk Bonia di Timur Tengah. Dalam tahun
tersebut, Kumpulan telah membuka 2 butik utama iaitu Bonia
bersama Carlo Rino di Jeddah, Arab Saudi, telah
menghasilkan rekod jualan yang baik dalam tempoh waktu
yang singkat. Melihatkan sambutan yang baik di Arab Saudi,
The Savola Group berniat untuk membuka tambahan 12 buah
butik di Timur Tengah menjelang akhir tahun depan. Ini pasti
akan memberi sumbangan yang positif kepada perolehan
Kumpulan.
Populasi Indonesia yang melebihi 230 juta merupakan
pasaran yang menarik untuk Kumpulan. Dalam jangkamasa
tahun tersebut, Kumpulan telah mengadakan perjanjian
dengan Kedai Serbanika Sogo di Jakarta dan Surabaya untuk
menjual beg berjenama Bonia, kasut, pakaian lelaki dan
aksesori. Syarikat subsidiari yang baru, iaitu Banyan Sutera
Sdn Bhd, diperbadankan dalam jangkamasa tahun tersebut
untuk memasar dan mengedar produk-produk Bonia. Pada
masa yang sama, 6 kedai dibuka di Kedai Serbanika Sogo.
Di Singapura, Kumpulan telah membuka 2 butik yang baru
iaitu Bonia Uomo dan Carlo Rino di balai kelepasan Changi
Airport.
Kumpulan kami juga dipilih oleh MATRADE untuk
mempamerkan sample-sampel produk di Pusat Dagangan
Malaysia (“MTC”) di Johannesburg, Afrika Selatan dan juga
di MTC Dubai, UAE dalam tahun 2005. Namun, Kumpulan
kami masih belum membuat pelan untuk memasuki pasaran
Afrika Selatan.
Selain daripada pengembangan yang agresif di teritori luar
negara, Kumpulan juga amat agresif dalam membina empayar
fesyen di dalam pasaran tempatan dan meningkatkan
rangkaian butik di sepelusuk Malaysia. Dalam tahun di bawah
tinjauan, Kumpulan membuka butik di Suria KLCC yang
menjual rangkaian beg tangan dan kasut yang “semulajadi”,
ditujukan kepada kumpulan pelanggan dalam pasaran fesyen
berharga tinggi. Kumpulan juga membuka butik di pusat
membeli-belah Alamanda di Putrajaya, dua butik CARLO
RINO di First World Hotel, Genting Highlands, Pahang dan
Ampang Point, Selangor, bersama butik SEMBONIA boutique
di Berjaya Times Square, Kuala Lumpur.
Selain itu, di pantai Timur Malaysia, Kumpulan juga membuka
butik Bonia yang ekslusif di Kota Baru. Butik ini mendapat
sambutan yang baik dari penduduk di pantai Timur ini kerana
mereka tidak perlu lagi membuat perjalanan yang jauh ke
Kuala Lumpur untuk pilihan yang lebih luas bagi produk kulit
yang berjenama. Butik ini juga menarik pelanggan dari
Terengganu dan selatan Thailand.
Di Malaysia Timur, Kumpulan membuka butik individu di pusat
membeli-belah yang terkenal, iaitu Wisma Merdeka di Kota
Kinabalu (KK). Butik ini merangkumi luas kawasan sebanyak
750 kaki persegi, dan bersesuaian bukan sahaja untuk
penduduk tempatan tetapi juga untuk para pelancong
termasuk komuniti ekspat yang bermastautin dan bekerja di
sana. Kadar pengembangan yang pesat di KK pasti menjadi
rangsangan untuk Kumpulan demi mencapai pertumbuhan
yang layak dipuji di pasaran Malaysia Timur.
Jualan Katalog
Pada tahun kewangan ini, Ataly Industries Sdn Bhd (AISB),
sebuah anak syarikat milik penuh Syarikat telah menukar
aktiviti perniagaannya dari pengilangan dan menceburi dalam
bidang perniagaan jualan catalog. Melalui jualan catalog, AISB
mengedarkan beg tangan, kasut dan aksesori berjenama
penyata pengerusi (sambungan)
Carlo Rino. AISB telah menerima sambutan yang baik dari jualan catalog ini. Pandangan
untuk jualan catalog kelihatan positif disebabkan jumlah penduduk dan kemewahan para
pelanggan yang semakin meningkat. Perniagaan jualan catalog ini dijangka akan memberi
sumbangan yang positif kepada perolehan Kumpulan pada masa akan datang.
PROSPEK MASA DEPAN
Dengan kejayaan Kerajaan dalam mengurangkan defisit belanjawan daripada 5.6%
daripada KDNK ke anggaran 3.8% pada tahun ini, dan akan dikurangkan ke 3.5% pada
tahun 2006, Kerajaan mempunyai lebih ruang untuk memberi tumpuan kepada usaha
pembangunan demi mengekalkan momentum pertumbuhan ekonomi.
Kerajaan juga akan belanja lebih untuk meningkat kesejahteraan penduduk dan kualiti
hidup mereka sambil melaksanakan langkah-langkah pro-aktif untuk memecutkan
pengembangan ekonomi di dalam negara. Prestasi ekonomi dan asas yang teguh
akan memudahkan warganegara Malaysia untuk menikmati pendapatan dan kuasa
pembelian yang lebih tinggi. Pendapatan per seorangan Malaysia dijangka
meningkat ke RM17,741 pada 2005 berbanding dengan RM16,616 di 2004, ini
merupakan hakikat yang baik untuk industri peruncitan.
Tanda-tanda ekonomi masih menunjukkan kadar pertumbuhan yang
menggalakkan diiringi dengan kestabilan politik dan sosial. Keyakinan
perniagaan dan pengguna dengan tindakbalas yang memuaskan dari pasaran
ekspot, jika tidak berlaku sebarang keadaan diluar jangkaan, maka Lembaga
Pengarah menjangka Kumpulan akan mengekalkan prestasi yang memuaskan
di dalam tahun kewangan akan datang.
DIVIDEN
Lembaga Pengarah dengan bersukacitanya mengesyorkan dividen pertama dan akhir
sebanyak 8% kasar tolak cukai pendapatan 28% dan dividen yang istimewa 2% kasal tolak
cukai pendapatan 28% bagi tahun kewangan yang berakhir 30 June 2005.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin merakamkan penghargaan kepada pihak
pengurusan dan kakitangan atas dedikasi mereka dan sumbangan yang bernilai, dan juga
sikap inovatif dan tingkahlaku pro-aktif dalam mencapai matlamat-matlamat Kumpulan.
Kami ingin juga mengucapkan ribuan terima kasih kepada para pelanggan, yang dihargai
rakan kongsi, para pemegang saham, rakan sekutu perniagaan, pihak berkuasa Kerajaan
dan pihak bank demi sokongan dan keyakinan yang berlanjutan yang diberikan kepada
Kumpulan kami.
Saya ingin mengambil peluang ini untuk mengucapkan terima kasih kepada para Pengarah
saya demi tunjukajar, komitmen dan sokongan mereka yang teguh dalam tahun ini.
CHIANG SANG SEM
Pengerusi
20 Oktober 2005
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39
five-year group
financial highlights
Profit after Tax and Minority Interests
(RM’000)
Profit before Tax (RM’000)
Revenue (RM’000)
Gross Dividend (sen)
Net Basic EPS (sen)
Total Shareholders' Equity (RM’000)
30 June 2001
30 June 2002
30 June 2003
30 June 2004
30 June 2005
82,381
93,034
119,196
150,499
192,037
Profit before Tax (RM’000)
4,233
4,969
5,865
12,455
14,376
Profit after Tax and
Minority Interests (RM’000)
2,828
2,407
2,345
7,502
8,095
48,932
58,458
59,692
66,068
76,328
Net Basic EPS (sen)
8.5
6.8
5.8
18.6
19.8
Gross Dividend (sen)
5.0
5.0
5.0
5.0
10.0
Revenue (RM’000)
Total Shareholders' Equity (RM’000)
40
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event
highlights
The year 2004/2005 witnessed a number of memorable and
significant events undertaken by the Group.
BONIA 2005/2006 COLLECTION ENTITLED “ IMPRESSIONISM ”
The Bonia and Bonia Uomo 2005/2006 Collections were introduced to over 700 guests,
who included media members, business partners and fashion buyers from Malaysia
and overseas, gathered at the Kuala Lumpur Convention Centre on 13 September
2005 to preview the new season’s collection of fashion items encompassing handbags,
footwear, men’s apparel and hand-held accessories.
This year’s event was about fashion from the 19th century “Impressionism” era, which
meant bold and exuberant styles with vibrant colours. Inspired by the “Impressionism”
theme, Bonia’s 2005/2006 collection features a fresh and unconventional approach
in designs, colours and textures.
Bonia leatherwear will also be introducing a made-to-order concept for eight of its
handbag designs and five purse designs, which will be sold at selected Bonia outlets.
Each leatherwear will have its individual characteristic of unique craftsmanship.
The highlights of the leatherwear collection were the vibrancy of colours and originality
in details, with the use of furs to lend a soft touch. Stitches on edges and seams were
not only bigger and thicker, but made more noticeable with their contrasting colours.
The ladies’ shoes were showcased with the most intricate of details emphasized by
crystal stones and beads. The heels came in colours like chrome with bronze, and
satin brass with gold effect. The shoes encompassed court shoes, sandals and boots.
Bonia Uomo 2005/2006 Collection for menwear were of formal apparel and casual wear.
While the former featured new shapes in collars and cuffs with redefined cut of existing
suits and shirts, the latter allowed one to choose from three available collections - knitwear,
stripes and checks, and the linen casual shirt.
For the past 30 years, the Group has built up a reputation for delivering new designs in
line with the evolution of fashion trends and changes, using high quality materials in its
labels. With our vast experience, our skilful and creative designers always keep ahead
and abreast of new fashion concepts, designs and even usage of new types of materials.
Thereafter, the Group will take extra care and effort to reinvent and update its collections
to its valued customers at the times.
nt
event highlights (cont'd)
BONIA EXPANDS INTO THE MIDDLE EAST
In line with the Group’s aggressive expansion plan to export more of its products overseas.
The Middle East will be one of the most important oversea market besides Asean, China
and Japan. This year the Group has successfully ventured into emerging retail markets in
The Middle East and has set up its first two flagship boutiques comprising of one Bonia
and one Carlo Rino in Jeddah, Saudi Arabia. Our close-knit partnership with Savola Group
has so far generated a good sales track record within a short period of time. Sales at the
outlets in Jeddah have been very encouraging, each store has recorded between
RM8,000.00 and RM10,000.00 sales per day, which is above average as compared with
local sales performance per store.
We are looking forward to working hand-in-hand with the Savola Group to tap into other
West Asian markets, and has targeted to set up 12 more outlets in Jeddah and Riyadh
by end of 2006. The Group remaines bullish about its overseas performance, which is
expected to contribute about 25% to 35% of the Group’s turnover in the next two years
from the current 20%. We will also be penetrating the neighbouring Gulf countries.
LAUNCHING OF NEW CORPORATE LOGO
In line with the various aggressive business and brand strategies that Bonia Corporation
Berhad has implemented to prepare for emerging retail challenges and opportunities, the
Group launched a new corporate logo which reflects the Group’s new corporate vision
and business mission on 22 December 2004.
With the new logo, the Group will have a new image that reflects prestige, strong
teamwork, commitment with undivided focus, prosperity and success. It also embodies
the superior quality which is the hallmark of the Group’s products, which can be summed
up with one word - “Beautiful”.
The transformation of the Group’s new corporate logo will also spearhead the Group’s
identity as the trend-setter within the local and Asian fashion industry, responsible for
providing innovative designs through the Group’s continuous research, product
development as well as up-to-date market studies. As the new millennium progresses
with ever discerning and demanding customers, the Group, with this new prestige
image, will meet that challenge with finesse.
CHARITABLE EVENT
As a caring and responsible corporation, the Group remains committed to making
charitable contributions, in support and recognition of charitable organizations and nongovernmental organizations for their commendable efforts to help the needy and the
underprivileged. When the 26 December 2004 Tsunami tragedy brought hardship and
suffering to the people in several countries, including Malaysia, the Group rose to the
occasion by joining hands with thousand of others, rallying to render help to the Tsunami
victims. The Group contributed a generous sum of RM100,000.00, to The Star Earthquake/
Tsunami Relief Fund, set up by The Star Publication, to assist the Tsunami victims who
have lost their loved ones and livelihoods.
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event highlights (cont'd)
ANNUAL COMPANY’S TRIP AND DINNER 2005
The Group believes that family values are very important even within an
organization, and this can be nurtured through interaction between management
and staff. With this in mind, the Group organized a three-day trip to A’Farmosa,
Malacca on 7 May 2005, with the purpose of letting the management and staff
unwind and socialize with one another in a more exciting environment.
The Group also organized a dinner entitled “Hawaiian Nite” at A’Farmosa on 8
May 2005 in conjunction with the Company’s trip to thank its staff for the hard
work throughout the year. All employees, including the Executive Committee
members, were clad in Hawaii costumes and headgear, which kept the party in good
spirit. Long serving and deserving employees were presented with awards in
recognition of the significant and positive differences they have made to the Group.
The trip and dinner were also the management’s way of thanking all dedicated staff
for their loyalty and tireless efforts throughout the year.
Once again, a big Thank You to all our dedicated staff !
BONIA’S GOLF TOURNAMENT 2005
Bonia’s golf tournament 2005 was held in conjunction with our product exhibition at the
Sungai Long Golf & Country Club, Selangor Darul Ehsan. Our business partners and
fashion buyers - both Malaysian and foreign associates coming from as far as Japan,
China, Taiwan, Saudi Arabia, Indonesia, Thailand and Singapore - gathered at the golf
course take the swing. This yearly event will enable us to show our appreciation to our
business associates and to foster better business relationship. Those who attended the
tournament enjoyed a most challenging and memorable game of golf.
Our heartfelt thanks to those who organized and attended the tournament. We look forward
to teeing off with you again next year.
BONIA’S MANAGEMENT AND EXECUTIVE TRAINING CAMP
On 16 June 2005, the Group held an intensive three-day management training camp at
the Awana Genting Highlands, Golf and Country Resorts, Pahang for its management
staff. The executives’ training camp was also held for its executives on 10 August 2005
and 13 October 2005 respectively at the same place with the endeavour to form a cohesive
and high performance workforce. The Group intends to make all its staff realize the
importance of possessing a high level of cooperation, communication, understanding
and team work to help the Group to achieve its aspiration in business excellence.
In today’s rapid changing and constantly challenging business environment, it is the
Group’s priority to arm its staff with creativity, flexibility and adaptability to respond promptly
to market changes and demands without compromising profitability.
The training camp covered topics like ‘Strategic Alignment & Team-building’ and ‘Systematic
Process For Strategic Alignment’. This three-day programme covered indoor as well as outdoor
activities whereby the participants went through the process of translating their experiences
into real world applications. The training was attended by some 150 staff nationwide.
43
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financial
statements
45
directors’ report
52
statement by directors
52
statutory declaration
53
report of the auditors
54
balance sheets
55
income statements
56
statements of changes in equity
58
cash flow statements
60
notes to the financial statements
directors’ report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
the financial year ended 30 June 2005.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding and management company. The principal activities of the subsidiary companies
are set out in Note 8 to the financial statements.
There have been no significant changes in the nature of the principal activities of the Group and of the Company during the
financial year.
RESULTS
Group
RM’000
Company
RM’000
Profit after tax
Minority interests
8,037
58
350
-
Net profit for the financial year
8,095
350
DIVIDENDS
Dividends paid since the end of the previous financial year were as follows:
RM’000
In respect of the financial year ended 30 June 2004:
A first and final dividend of 5 sen gross per ordinary share, less income tax, paid on
19 January 2005 (including dividend amounted to RM7,056 paid on shares issued
on the exercise of options under Executives’ Share Option Scheme)
1,462
The Directors recommended a first and final dividend of 8 sen gross per ordinary share, less income tax, and special dividend
of 2 sen gross per ordinary share, less income tax, amounting to RM2,413,000 and RM603,000 respectively in respect of the
current financial year, which is subject to the approval of the shareholders at the forthcoming Annual General Meeting of the
Company.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those as disclosed in the
financial statements.
ISSUE OF SHARES AND DEBENTURES
During the financial year, the Company increased its:
(i) authorised share capital from RM50 million to RM100 million by the creation of additional 50 million ordinary shares of
RM1.00 each; and
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directors’ report (con’t)
ISSUE OF SHARES AND DEBENTURES (CONT’D)
(ii) issued and paid-up share capital from RM40,419,000 to RM41,894,000 by way of:
(a) an issue of 1,448,000 new ordinary shares of RM1.00 each for cash at option prices ranging from RM1.00 to RM1.13
per share, by virtue of the exercise of share options pursuant to the Company’s Executives’ Share Option Scheme;
(b) an issue of 27,000 new ordinary shares of RM1.00 each for cash at an exercise price of RM1.00 per share by virtue of
the exercise of Warrants 2005/2008.
All the new ordinary shares issued rank pari passu in all respects with the then existing ordinary shares of the Company.
The Company did not issue any debentures during the financial year.
WARRANT 2005/2008
Pursuant to a deed poll dated 8 March 2005 (“Deed Poll”), the Company has a renounceable rights issue of 20,933,500 3-year
Warrants 2005/2008 (“Warrants”).
The salient features of the Warrants as per the Deed Poll are as follows:
(a) Each Warrant entitles the registered holders at any time during the exercise period to subscribe for one (1) new ordinary
share of RM1.00 each in the Company at an exercise price of RM1.00 per ordinary share;
(b) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of the
Company in accordance with the conditions provided in the Deed Poll;
(c) The Warrants shall be exercisable at any time within the period commencing from and including the date of issue of the
Warrants and ending on the date preceding the third (3rd) anniversary of the date of issuance of the Warrants; and
(d) At the expiry of the exercise period, any Warrants which has not been exercised will lapse and cease to be valid for any
purposes.
The Warrants were granted for listing and quotation with effect from 25 May 2005. The number of Warrants exercised during the
financial year ended 30 June 2005 was 27,000.
EXECUTIVES’ SHARE OPTION SCHEME
The Executives’ Share Option Scheme (“ESOS”) of the Company came into effect on 4 March 2002. The ESOS shall be in force
for a period of 5 years until 3 March 2007 (“the option period”). The main features of the ESOS are as follows:
(a) Eligible Directors and executives are those who are confirmed employees of the Group and have served full time for at least
one year of continuous service before the date of offer and age eighteen (18) and above.
(b) The maximum number of options offered under the ESOS shall not exceed 10% of the total issued and paid-up share capital
of the Company at any point in time during the existence of the ESOS.
(c) The option price for the new shares under the ESOS is determined based on the average of the mean market quotation of
the shares as quoted and shown in the Daily Official List issued by Bursa Malaysia Securities Berhad for the five market
days immediately preceding the date of offer, or at the par value of the share of RM1.00, with an allowance for a discount of
not more than 10%, whichever is higher.
EXECUTIVES’ SHARE OPTION SCHEME (CONT’D)
(d) The eligible Directors and executives to whom the options have been granted have no right to participate, by virtue of these
options, in any share issues of any other company within the Group.
The outstanding offered options to take up unissued ordinary shares of RM1.00 each and the option prices are as follows:
Date of offer
16 October 2002
22 May 2004
Option
price
RM
1.13
1.00
Number of options over ordinary shares
of RM1.00 each
Balance
Balance
as at
as at
1.7.2004
Retracted*
Exercised
30.6.2005
497,000
3,029,000
(9,000)
(42,000)
(99,000)
(1,349,000)
389,000
1,638,000
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of
option holders who have been granted with number of options below 100,000 ordinary shares of RM1.00 each.
The list of executives with number of options granted of 100,000 and above over ordinary shares of RM1.00 each were as
follows:
Number of options over
ordinary shares of RM1.00
each in the Company
Option
price
As at
As at
Date of offer
Name of option holders
RM
1.7.2004
Exercised
30.6.2005
16 October 2002
16 October 2002
16 October 2002
Chiang Sang Sem
Chiang Heng Kieng
Chong Chin Look
1.13
1.13
1.13
30,000
59,000
43,000
(30,000)
-
59,000
43,000
Chiang Sang Sem
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
1.00
1.00
1.00
1.00
162,000
162,000
127,000
127,000
(162,000)
(100,000)
162,000
127,000
27,000
* Retracted due to resignations
22
22
22
22
May
May
May
May
2004
2004
2004
2004
On 24 February 2005, the resolution on amendments to its existing ESOS in view of the revised Bursa Malaysia Listing
Requirements has been passed at the Extraordinary General Meeting held by the Company. The proposed amendments, amongst
others, comprise the following:
(a) the total number of new shares to be issued by the Company under the ESOS shall not exceed in aggregate 15% of the total
issued and paid-up share capital of the Company at any one time; and
(b) the grant of ESOS to Non-Executive Directors of the Company.
47
48
(223934-T)
DIRECTORS
The Directors who held office since the date of the last report are as follows:
Chiang Sang Sem
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Datuk Nik Hussain bin Nik Ali
Datuk Ng Peng Hay
Dato’ Shahbudin bin Imam Mohamad
Lim Fong Boon
Chiang Fong Yee (Alternate Director to Mr. Chiang Sang Sem)
Chiang Fong Tat
In accordance with Article 96 of the Company’s Articles of Association, Mr. Chong Chin Look, Mr. Chiang Sang Sem and Datuk
Ng Peng Hay retire from the Board by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves
for re-election.
Datuk Nik Hussain bin Nik Ali retires in accordance with Section 129(2) of the Companies Act, 1965. The Board recommends
that Datuk Nik Hussain bin Nik Ali be re-appointed as Director of the Company pursuant to Section 129(6) of the Companies Act,
1965, to hold office until the conclusion of the next Annual General Meeting.
DIRECTORS’ INTEREST
Except as stated below, no other Directors holding office at the end of the financial year had any beneficial interest in the
ordinary shares of the Company and its related companies during the financial year ended 30 June 2005, as recorded in the
Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965:
__ Number of ordinary shares of RM1.00 each __
Balance
Balance
as at
as at
1.7.2004
Bought
Sold
30.6.2005
Shares in the Company
Direct interest
Chiang Sang Sem
Chong Chin Look
Chiang Sang Bon
Chiang Fong Yee
Chiang Fong Tat
29,000
43,000
-
207,000
100,000
78,000
88,000
16,175,664
1,105,233
-
(20,000)
-
236,000*
100,000*
23,000*
78,000*
88,000*
Indirect interest
Chiang Sang Sem
-
16,175,664
1,105,233
DIRECTORS’ INTEREST (CONT’D)
Number of options
_____ over ordinary shares of RM1.00 each _____
Balance
Balance
as at
as at
1.7.2004
Granted
Exercised
30.6.2005
Share options in the Company
Direct interest
Chiang Sang Sem
Chiang Heng Kieng
Chong Chin Look
Chiang Sang Bon
Chiang Fong Yee
Chiang Fong Tat
*
192,000
221,000
170,000
127,000
78,000
88,000
-
(192,000)
(100,000)
(78,000)
(88,000)
221,000
70,000
127,000
-
Inclusive of exercise of options granted under ESOS.
By virtue of Section 6A of the Companies Act, 1965, Mr. Chiang Sang Sem is deemed to have an interest in shares of the
subsidiary companies to the extent the Company has an interest.
The interest of the Directors holding office at the end of the financial year in the Warrants of the Company were as follows:
Number of Warrants
Balance
as at
25.5.2005
Balance
as at
30.6.2005
Bought
Sold
678,900
50,500
45,000
-
30,000
-
678,900
50,500
45,000
30,000
8,893,819
552,616
911,100
-
-
9,804,919
552,616
Direct interest
Chiang Sang Sem
Chong Chin Look
Chiang Fong Tat
Chiang Fong Yee
Indirect interest
Chiang Sang Sem
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive a benefit (other
than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as disclosed in
the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm
of which the Director is a member or with a company in which the Director has a substantial financial interest except for benefits
which may be deemed to have derived by virtue of the significant related party transactions as disclosed in Note 39 to the
financial statements.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object
of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.
49
50
(223934-T)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY:
(I) AS AT THE END OF THE FINANCIAL YEAR
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took
reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision
for doubtful debts and have satisfied themselves that all known bad debts had been written off and that adequate
provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business
had been written down to their estimated realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year
have not been substantially affected by any item, transaction or event of a material and unusual nature.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c) The Directors are not aware of any circumstances:
(i) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in the
financial statements of the Group and of the Company inadequate to any material extent; or
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate.
(d) In the opinion of the Directors:
(i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially the
results of the operations of the Group and of the Company for the financial year in which this report is made; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of
twelve months after the end of the financial year, which will or may affect the ability of the Group and of the
Company to meet their obligations as and when they fall due.
(III) AS AT THE DATE OF THIS REPORT
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial
year to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial
year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which
would render any amount stated in the financial statements of the Group and of the Company misleading.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(i) On 1 July 2004, the Company acquired the entire equity interest in Armani Context Sdn. Bhd. comprising 2 ordinary shares
of RM1.00 each for a total cash consideration of RM2.00.
(ii) On 5 July 2004, the Company acquired the entire equity interest in Daily Frontier Sdn. Bhd. comprising 2 ordinary shares of
RM1.00 each for a total cash consideration of RM2.00.
(iii) On 16 August 2004, the Company’s wholly-owned subsidiary, Dominion Directions Sdn. Bhd. (“DDSB”) disposed 37,500
ordinary shares of RM1.00 each representing 5% equity interest in VR Directions Sdn. Bhd. (“VRDSB”) to an existing
shareholder of VRDSB, for a total cash consideration of RM37,500. DDSB’s equity interest in VRDSB was reduced from
75% to 70% after the disposal.
(iv) On 8 October 2004, the Company’s wholly-owned subsidiary, Daily Frontier Sdn. Bhd. (“DFSB”) had entered into a
Distributorship Agreement with Azizia Panda Trading Company Ltd (“Azizia”), a limited liability company incorporated under
the laws of Kingdom of Saudi Arabia for the appointment of Azizia as the exclusive distributor to market, promote and sell
the Group’s products in the Kingdom of Saudi Arabia upon the terms and conditions contained therein.
(v) On 20 April 2005, the Company acquired 30% equity interest in Kin Sheng International Trading Co. Limited (“KSIT”)
comprising 3,000 ordinary shares of HKD1.00 each for a total cash consideration of HKD3,000.00.
Subsequently on 30 May 2005, the Company acquired the remaining 7,000 ordinary shares of HKD1.00 each representing
70% equity interest in KSIT for a total cash consideration of HKD11,800.00.
(vi) On 6 June 2005, the Company acquired 1 ordinary share of RM1.00 representing 50% equity interest in Banyan Sutera
Sdn. Bhd., for a total cash consideration of RM1.00.
EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
(i) On 15 August 2005, a subsidiary company, Banyan Sutera Sdn. Bhd. (“BSSB”) increased its authorised share capital from
RM100,000 to RM2,000,000 comprising 2,000,000 ordinary shares of RM1.00 each and increased its issued and paid-up
share capital from RM2 to RM500,000 via an allotment of 499,998 ordinary shares of RM1.00 each for cash. The Company
subscribed 399,999 ordinary shares of RM1.00 each for a total cash consideration of RM399,999. The Company’s equity
interest in BSSB was increased from 50% to 80% after the said subscription.
(ii) On 22 August 2005, the Company’s subsidiary, Mcore Sdn. Bhd. had subscribed 299,998 ordinary shares of RM1.00 each
representing 60% equity interest in Apex Marble Sdn. Bhd., for a total cash consideration of RM299,998.
AUDITORS
The auditors, BDO Binder, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors.
Chiang Sang Sem
Group Executive Chairman
Chiang Heng Kieng
Kuala Lumpur
20 October 2005
51
52
(223934-T)
statement by directors
In the opinion of the Directors, the financial statements set out on pages 54 to 104 have been drawn up in accordance with
applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company as at 30 June 2005 and of their results for the financial year then ended;
and
(ii) the cash flows of the Group and of the Company for the financial year ended 30 June 2005.
On behalf of the Board,
Chiang Sang Sem
Group Executive Chairman
Chiang Heng Kieng
Kuala Lumpur
20 October 2005
statutory declaration
I, Chong Chin Look, being the Group Finance Director primarily responsible for the financial management of Bonia Corporation
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 54 to 104 are, to the best of my
knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of
the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly
declared by the abovenamed at
Kuala Lumpur this
20 October 2005
Before me:
P. SETHURAMAN (No. W-217)
Commissioner of Oaths
Kuala Lumpur
)
)
)
)
report of the auditors
To The Members Of Bonia Corporation Berhad
We have audited the financial statements set out on pages 54 to 104.
These financial statements are the responsibility of the Company’s Directors.
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion
to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume
responsibility towards any other person for the content of this report.
We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with applicable approved accounting standards in
Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of:
(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group
and of the Company; and
(ii) the state of affairs of the Group and of the Company as at 30 June 2005 and of their results and cash flows for the
financial year then ended;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary
companies of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.
We have considered the financial statements and the auditors’ reports of the subsidiary companies of which we have not acted
as auditors, as indicated in Note 8 of the financial statements, being financial statements that have been included in the
consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did not
include any comment made under Section 174(3) of the Act.
BDO Binder
AF : 0206
Chartered Accountants
Tan Lye Chong
1972/08/07 (J)
Partner
Kuala Lumpur
20 October 2005
53
54
(223934-T)
balance sheets
As At 30 June 2005
ASSETS EMPLOYED
NOTE
PROPERTY, PLANT AND EQUIPMENT
LAND HELD FOR PROPERTY DEVELOPMENT
INVESTMENT IN SUBSIDIARY COMPANIES
INVESTMENT IN ASSOCIATED COMPANIES
INTEREST IN JOINT VENTURE
INVESTMENT PROPERTIES
LONG TERM INVESTMENTS
INTANGIBLE ASSETS
DEFERRED TAX ASSETS
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
6
7
8
9
10
11
12
13
29
43,952
10,343
180
516
8,154
3,131
7,863
282
31,318
28,388
209
516
6,230
3,131
9,357
314
18,097
45,976
236
3,000
-
17,704
45,369
236
3,000
-
14
15
16
17
18
37,782
33,136
22,654
186
202
2,115
4,271
28,098
30,258
16,254
185
22
5,423
3,556
703
26,266
186
377
44
754
24,536
185
3,000
11
100,346
83,796
27,576
28,486
11,504
7,716
494
35,035
6,037
3,326
7,029
15,301
367
31,583
6,111
2,331
611
6,267
437
22
-
510
6,086
2,020
547
137
64,112
62,722
7,337
9,300
36,234
21,074
20,239
19,186
110,655
100,537
87,548
85,495
41,894
34,434
40,419
25,669
41,894
15,601
40,419
14,607
76,328
1,138
66,088
1,114
57,495
-
55,026
-
1,154
31,779
256
685
32,517
133
30,000
53
30,457
12
110,655
100,537
87,548
85,495
CURRENT ASSETS
Inventories
Trade receivables
Other receivables, deposits and prepayments
Amounts owing by subsidiary companies
Amount owing by an associated company
Tax recoverable
Fixed deposits with licensed banks
Cash and bank balances
19
20
LESS: CURRENT LIABILITIES
Trade payables
Other payables and accruals
Hire-purchase and lease creditors
Amounts owing to subsidiary companies
Bank borrowings
Bank overdrafts
Tax liabilities
21
22
23
17
24
26
NET CURRENT ASSETS
FINANCED BY
SHARE CAPITAL
RESERVES
27
28
SHAREHOLDERS’ EQUITY
MINORITY INTERESTS
NON-CURRENT AND DEFERRED LIABILITIES
Term loans
Deferred tax liabilities
23
25
29
The attached notes form an integral part of the financial statements.
55
income statements
For The Financial Year Ended 30 June 2005
NOTE
Revenue
30
Cost of sales
Gross profit
Other operating income
Group
2005
2004
RM’000
RM’000
192,037
150,499
(98,793)
(75,509)
93,244
74,990
998
1,497
Company
2005
2004
RM’000
RM’000
4,118
3,493
-
-
4,118
3,493
1,210
281
-
-
Marketing and distribution expenses
(34,656)
(28,435)
General and administration expenses
(39,843)
(30,724)
(2,145)
(1,554)
Profit from operations
19,743
17,328
3,183
2,220
Finance costs
(5,338)
(4,846)
(29)
(27)
Share of losses in associated companies
(2,518)
(518)
-
1,702
Profit before tax
31
14,376
12,455
665
Tax expense
32
(6,339)
(4,489)
(315)
8,037
7,966
350
1,388
-
-
Profit after tax
Minority interests
58
(464)
(314)
8,095
7,502
350
1,388
5.0
5.0
5.0
5.0
- Basic
19.80
18.58
- Diluted
19.39
18.49
Gross dividend per ordinary share (sen)
33
Earnings per share (sen)
34
56
(223934-T)
statements of changes in equity
Non-distributable
Ordinary
share
capital
RM’000
Share
premium
RM’000
Foreign
exchange
reserve
RM’000
Distributable
Other
reserves
RM’000
Retained
profits
RM’000
Total
RM’000
GROUP
Balance as at 30 June 2003
40,253
1,755
1,450
612
15,622
59,692
166
22
-
-
-
188
Translation gain
-
-
160
-
-
160
Net gain not recognised in the
income statement
-
-
160
-
-
160
-
-
-
-
7,502
7,502
Dividends (Note 33)
-
-
-
-
(1,454)
(1,454)
40,419
1,777
1,610
612
21,670
66,088
1,448
27
12
3
-
-
1,460
27
Issue of warrants
-
-
-
2,094
-
2,094
Translation gain
-
-
26
-
-
26
Net gain not recognised in the
income statement
-
-
26
-
-
26
-
-
-
-
8,095
8,095
Dividends (Note 33)
-
-
-
-
(1,462)
(1,462)
41,894
1,792
1,636
2,703
28,303
76,328
Issue of shares pursuant to the
exercise of Executives’ Share
Option Scheme
Issue of shares pursuant to the
exercise of:
- Executives’ Share Option
Scheme
- Warrants
(3)
statements of changes in equity (cont’d)
Non-distributable
Ordinary
share
capital
RM’000
Share
premium
RM’000
Distributable
Other
reserves
RM’000
Retained
profits
RM’000
Total
RM’000
COMPANY
40,253
1,755
-
12,896
54,904
166
22
-
-
188
-
-
-
1,388
1,388
Dividends (Note 33)
-
-
-
(1,454)
(1,454)
40,419
1,777
-
12,830
55,026
1,448
27
12
3
-
1,460
27
Issue of warrants
-
-
2,094
-
2,094
-
-
-
350
350
Dividends (Note 33)
-
-
-
41,894
1,792
2,091
Issue of shares pursuant to the exercise of
Executives’ Share Option Scheme
Issue of shares pursuant to the exercise of:
- Executives’ Share Option Scheme
- Warrants
(3)
(1,462)
(1,462)
11,718
57,495
57
58
(223934-T)
cash flow statements
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
14,376
12,455
665
1,702
Adjustments for:
Inventories written off
Share of loss in associated companies
Allowance for doubtful debts
Amortisation of trademarks
Bad debts written off
Depreciation of property, plant and equipment
Dividend income
Loss/(Gain) on disposal of property, plant and equipment
Impairment loss on investment properties
Impairment loss on goodwill
Impairment loss on property, plant and equipment
Interest expense
Interest income
Loss on disposal of investment in a subsidiary company
Preliminary expenses written off
Property, plant and equipment written off
Unrealised loss on foreign currency transactions
Long term investment written down
Operating profit before changes in working capital
Decrease in property development expenditure
Increase in inventories
Increase in trade receivables
(Increase)/Decrease in other receivables,
deposits and prepayments
Increase in trade payables
(Decrease)/Increase in other payables
and accruals
Cash generated from operations
Interest received
Preliminary expenses paid
Tax paid
Net cash from operating activities
155
29
1,706
5
9
5,763
75
72
1,528
159
4,748
(110)
26
2
79
13
-
27
6
2
4,304
(70)
30
560
2,369
3,342
(1,045)
2
66
28,635
22,048
18,045
(9,824)
(3,879)
452
(2,100)
2,507
(1,168)
-
392
(1,525)
512
(245)
-
356
836
9,449
(3,800)
(16,480)
-
-
(7,044)
4,459
(5,005)
935
48
-
(7,731)
2,965
104
108
22,661
10,112
508
197
(2)
(5,367)
947
(2)
(3,613)
(203)
(125)
17,292
7,444
305
72
(747)
-
59
cash flow statements (cont’d)
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Dividend received
(Placement)/Uplift of fixed deposits pledged
Acquisition of additional shares in subsidiary companies
Increase in investment
Investment in an associated company
Acquisition of subsidiary companies net of cash
acquired (Note 35)
Proceeds from disposal of property, plant and equipment
Purchase of investment properties
Purchase of property, plant and equipment (Note 36)
Payment for trademarks
110
(465)
-
98
737
(3,000)
(236)
1,168
1,512
(605)
-
34
392
(1,996)
(17,128)
(2)
139
(5,282)
-
(845)
-
(19,055)
(7,544)
1,230
(1,713)
(4,748)
(1)
(1,462)
(3,342)
(2)
(1,454)
(2,507)
(1)
183
(1,731)
(1,462)
(512)
(2)
526
(21,804)
(1,454)
1,460
27
2,094
37
(2,920)
(900)
5,761
(601)
188
17,869
771
(398)
1,460
27
2,094
(2,040)
-
188
28,113
-
Net cash (used in)/from financing activities
(1,253)
13,632
(3,977)
5,055
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS
(3,016)
13,532
(2,442)
3,414
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE FINANCIAL YEAR
1,218
(12,344)
2,464
FOREIGN EXCHANGE DIFFERENCES ON OPENING
BALANCES
32
Net cash (used in)/from investing activities
245
1,378
(100)
(3,000)
(236)
-
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid
Advance to an associated company
Advance received from subsidiary companies
Advance to subsidiary companies
Dividend paid
Proceeds from issue of shares pursuant to exercise of:
- Executives’ Share Option Scheme
- Warrants
Proceeds from issue of warrants
Proceeds from disposal of investment in a subsidiary company
Net (repayment)/drawdown of term loans
Repayment of revolving credits
Addition of bankers’ acceptance and trust receipts
Repayment of hire-purchase and lease creditors
CASH AND CASH EQUIVALENTS AT END OF THE
FINANCIAL YEAR (Note 37)
(1,766)
(950)
30
-
-
1,218
22
2,464
60
(223934-T)
notes to the financial statements
30 June 2005
1.
GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Second Board
of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Suite 13A-2, Menara Uni.Asia, 1008, Jalan Sultan Ismail, 50250 Kuala
Lumpur.
The principal place of business of the Company is located at No. 62, Jalan Kilang Midah, Taman Midah, Cheras, 56000
Kuala Lumpur.
The financial statements are presented in Ringgit Malaysia.
2.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Board of Directors recognises the importance of financial risk management in the overall management of the Group’s
business. A sound risk management system will not only mitigate financial risk but will be able to create opportunities if risk
elements are properly managed.
The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders while
minimising potential adverse effects on the performance of the Group. Financial risk management is carried out through risk
reviews, internal control systems and adherence to the Group’s financial risk management policies, set out as follows:
Liquidity and cash flow risks
The Group is actively managing its operating cash flow to ensure all commitments and funding needs are met. As part of the
overall liquidity management, it is the Group’s policy to ensure continuity in servicing its cash obligations in the future by way
of forecasting its cash commitments and to maintain sufficient levels of cash or cash equivalents to meet its working capital
requirements. In addition, the Group also maintain available banking facilities sufficient to meet its operational needs.
Credit risk
Credit risk, which is the risk of counter parties defaulting, is controlled by the application of credit approvals, limit and
monitoring procedures. Credit evaluations are performed on all customers requiring credit and strictly limiting the Group’s
associations to parties with high credit worthiness. Trade receivables are monitored on an ongoing basis to ensure that the
Group is exposed to minimal credit risk.
Foreign currency exchange risk
The Group is exposed to currency risk as a result of the Group’s transactions with foreign trade receivables and trade
payables. The Group monitors the movement in foreign currency exchange rates closely to ensure their exposures are
minimised. The Group uses derivative financial instruments such as foreign exchange contracts to hedge certain exposure,
but it does not trade in financial instruments.
Interest rate risk
The Group’s income and operating cash flow are substantially independent of changes in market interest rates. Interest rate
exposure arises from the Group’s borrowings and is managed through the use of fixed and floating rate debts. The Group
does not use derivative financial instruments to hedge its risk.
notes to the financial statements (cont’d)
30 June 2005
3.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding and management company. The principal activities of the subsidiary
companies are set out in Note 8 to the financial statements.
There have been no significant changes in the nature of the principal activities of the Group and of the Company during the
financial year.
4.
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements of the Group and of the Company have been prepared in accordance with applicable approved
accounting standards in Malaysia and the provisions of the Companies Act, 1965.
5.
SIGNIFICANT ACCOUNTING POLICIES
5.1 Basis of accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention
unless otherwise indicated in the significant accounting policies.
The preparation of financial statements in conformity with applicable approved accounting standards in Malaysia and
the provisions of the Companies Act, 1965 requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimates.
5.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary
companies made up to the end of the financial year. Inter-company transactions and balances are eliminated on
consolidation and the consolidated financial statements reflect external transactions only.
All the subsidiary companies are consolidated using the acquisition method of accounting except for CB Holdings
(Malaysia) Sdn. Bhd., CB Marketing Sdn. Bhd. and Ataly Industries Sdn. Bhd., which were consolidated using the
merger method of accounting in accordance with Malaysian Accounting Standard No. 2, “Accounting for Acquisitions
and Mergers”, being the generally accepted accounting principles prevailing at that time.
Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of are included
from the effective date of acquisition or up to the effective date of disposal. At the date of acquisition, the fair values of
the subsidiary companies’ net assets are determined and these values are reflected in the consolidated financial
statements. The excess of the cost of acquisition over the fair value of the Group’s share of the subsidiary companies’
identifiable net assets at the date of acquisition is reflected as goodwill on consolidation.
Under the merger method of accounting, the results of the subsidiary companies are presented as if the merger had
been effected throughout the current and previous financial periods. On consolidation, the difference between the
carrying value of the investment in these subsidiary companies over the nominal value of the shares acquired is taken
to merger reserve.
Goodwill arising on consolidation is stated at cost and is subject to yearly review by the Directors and will be written
down when it is determined that there is an impairment in the carrying value of investment in subsidiary companies.
Minority interest is measured at the minorities’ share of the post-acquisition fair values of the identifiable assets and
liabilities of the acquiree.
61
62
(223934-T)
30 June 2005
5.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
5.3 Investments
(i) Subsidiary companies
A subsidiary company is a company in which the Group has power to exercise control over the financial and
operating policies so as to obtain benefits from its activities.
Investments in subsidiary companies which are eliminated on consolidation are stated at cost less impairment
losses, if any.
(ii) Associated company
An associated company is a company in which the Group and the Company have a long term equity interest and
where the Group and the Company is in a position to exercise significant influence over the financial and operating
policies of the investee company.
The Company’s investment in associated companies is stated at cost less impairment losses, if any.
Investment in associated companies is accounted for in the consolidated financial statements using the equity
method of accounting. The Group’s interest in associated companies is stated at cost plus adjustments to reflect
changes in the Group’s share of profits and losses in the associated companies.
Goodwill or negative goodwill arising on acquisition represents the difference between the cost of investment and
the Group’s share of the fair value of net assets of the associated companies at the date of acquisition.
Goodwill on acquisition is stated at cost less impairment losses, if any. Negative goodwill arising on acquisition is
not recognised as income.
The Group’s share of results and reserves in the associated companies acquired or disposed of are included in the
consolidated financial statements from the effective date of acquisition or up to the effective date of disposal.
(iii) Interest in joint venture
Interest in joint venture arises from a contractually agreed sharing of control between the Group and the joint
venture partner, where both parties must consent to all major strategic decisions. The Group develops the land
owns by the joint venture partner.
Interest in joint venture comprises relevant development expenditure and the Group’s share of profit and loss
attributable to development work performed, less progress billings received and receivable.
Profits from joint venture are recognised based on the percentage of completion method and full allowance is made
for foreseeable losses, if any.
(iv) Long term investments
Long term investments are stated at cost. Such investments are written down when the Directors are of the opinion
that there is a permanent diminution in their value.
30 June 2005
5.
5.4 Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Freehold land is not depreciated. Long term leasehold land is amortised over its remaining lease period of 96 years.
Properties under construction will only be depreciated upon completion.
Depreciation on other property, plant and equipment is calculated to write off the costs of the assets on a straight line
basis over their estimated useful lives. The principal annual depreciation rates are as follows:
Buildings on freehold and long term leasehold land
Plant and machinery
Furniture, fittings and counter fixtures
Office equipment
Renovation
Electrical installations
Motor vehicles
2%
15% - 20%
10% - 33.33%
10% - 50%
10% - 33.33%
10% - 15%
20%
5.5 Land held for property development
Land held for property development consist of land on which no significant development work has been undertaken or
where development activities are not expected to be completed within the normal operating cycle. Such land is classified
as non-current assets and is stated at cost less accumulated impairment losses.
Cost includes costs of land and other development costs and related overheads.
Land held for property development is transferred to property development costs (within current assets) when development
work is to be undertaken and is expected to be completed within the normal operating cycle.
When the outcome of a development activity can be estimated reliably, property development revenue and expenses
are recognised in the income statement by reference to the stage of completion of development activity at the balance
sheet date.
When the outcome of a development activity cannot be reliably estimated, the property development revenue shall be
recognised only to the extent of property development costs incurred that is probable to be recoverable and property
development costs on the development units sold are recognised as an expense in the period in which they are incurred.
Any expected loss on a development activity is recognised as an expense immediately.
5.6 Impairment of assets
The carrying amounts of the Group’s and of the Company’s assets, other than inventories, deferred tax assets and
financial assets (other than investments in subsidiary companies, associated companies and interest in joint venture),
are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such
indication exists, the asset’s recoverable amount is estimated and an impairment loss is recognised whenever the
recoverable amount is less than the carrying amount of the asset.
An impairment loss is recognised in the income statement immediately except for the impairment on a revalued asset
where the impairment loss is recognised directly against the revaluation reserve account to the extent of the surplus
credited from the previous revaluation for the same asset with the excess of the impairment loss charged out to the
income statement.
63
64
(223934-T)
30 June 2005
5.
5.6
Impairment of assets (cont’d)
All reversals of an impairment loss are recognised as income immediately in the income statement except for the
reversal of an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation
increase and credited to the revaluation reserve account of the same asset.
The impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of
an exceptional nature that is not expected to recur, and subsequent external events have occurred that reverse the
effect of the specific event. In respect of other assets, an impairment loss is reversed if there has been a change in
estimates used to determine the recoverable amount.
An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying
amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
5.7
Investment properties
Investment properties are those properties in respect of which construction work and development have been completed,
not occupied substantially for use by, or in the operations of the Group and are held for investment potential and rental
income. They are accounted for as long term investments and are stated at cost less impairment losses, if any.
Investment properties are not subject to depreciation. On disposal of an investment property, the different between the
net disposal proceeds and the carrying amount is charged or credited to the income statement. Investment properties
are revalued based on the indicative market valuation report on a yearly basis.
5.8
Intangible assets
Intangible assets are stated at cost less accumulated amortisation and impairment loss. Cost of acquiring trademarks
is capitalised and is charged to the income statement over seven years in equal instalments. Cost of renewing trademarks
is treated as an expense and is charged to the income statement in the period in which it is incurred.
5.9
Inventories
Inventories of raw materials, work-in-progress and finished goods are stated at the lower of cost (determined on a
first-in, first-out basis) and net realisable value.
Costs of raw materials and consumables comprise the original cost of purchase plus the cost of bringing the inventories
to their present location and condition.
Costs of work-in-progress and finished goods comprise the cost of raw materials, direct labour and a proportion of
manufacturing overheads.
5.10 Receivables
Receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowance is
made for debts considered to be doubtful of collection.
5.11 Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services
received.
30 June 2005
5.
5.12 Assets acquired under hire-purchase and lease arrangements
Assets financed by hire-purchase and leasing arrangements which transfer substantially all the risks and rewards of
ownership to the Group and the Company are capitalised as property, plant and equipment and the corresponding
obligations are treated as liabilities. The property, plant and equipment are depreciated on the same basis as owned
assets.
Finance charges are allocated to the income statement over the period of the agreements to give a constant periodic
rate of charge on the remaining hire-purchase and lease liabilities.
5.13 Provisions
Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, when
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation.
5.14 Employee benefits
5.14.1 Short term employee benefits
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary
benefits are recognised as an expense in the financial year when employees have rendered their services to
the Group.
Short term accumulating compensated absences such as paid annual leave are recognised as an expense
when employees render services that increase their entitlement to future compensated absences. Short term
non-accumulating compensated absences such as sick leave are recognised when the absences occur.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such
payments, as a result of past events and when a reliable estimate can be made of the amount of the obligation.
5.14.2 Defined contribution plans
The Company and subsidiary companies incorporated in Malaysia make contributions to a statutory provident
fund and foreign subsidiary companies make contributions to their respective countries’ statutory pension
schemes and recognise the contribution payable:
(a) after deducting contributions already paid as a liability; and
(b) as an expense in the financial year in which the employees render their services.
5.14.3 Termination benefits
Termination benefits are payments due to employees as a result of the termination of employment before the
normal retirement date or to encourage voluntary redundancy.
They are recognised as a liability and an expense when the Group has a detailed formal plan for termination
with no realistic possibility of withdrawal. In the case of voluntary redundancy, the benefits are accounted for
based on the number of employees expected to accept the offer.
65
66
(223934-T)
30 June 2005
5.
5.14 Employee benefits (cont’d)
5.14.4 Equity compensation benefits
Under the Executives’ Share Option Scheme of the Company, eligible employees are entitled to subscribe for
the shares issued by the Company. No compensation cost or obligation is recognised in the income statement
when the share options are granted. Share capital and premium account are increased when the proceeds
are received from the share options exercised by the employees in that financial year.
5.15 Income tax
Income tax in the financial statements for the financial year comprises current tax expense and deferred tax.
5.15.1 Current tax expense
Current tax expense includes all domestic and foreign taxes which are based on taxable profits. Current tax
expense also include other taxes, such as withholding taxes, which are payable by a foreign subsidiary company
or associated company on distributions to the Group and Company, and real property gains taxes payable on
disposal of properties.
5.15.2 Deferred tax
Deferred tax, which includes deferred tax liabilities and assets, is provided for under the liability method at the
current tax rate in respect of all temporary differences between the carrying amount of an asset or liability in
the balance sheet and its tax base including unused tax losses and capital allowances.
A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences can be utilised. The carrying amount of a deferred tax
asset is reviewed at each balance sheet date. If it is no longer probable that sufficient taxable profit will be
available to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the
deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be
available, such reductions will be reversed to the extent of the taxable profit.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when the deferred tax assets and deferred tax liabilities relate to the
same taxation authority.
5.16 Foreign currency transactions and translations
(a) Transactions and balances in foreign currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at the rates of exchange ruling on transaction
dates. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated
into Ringgit Malaysia at the approximate rates of exchange at the balance sheet date.
All gains or losses arising from translating foreign monetary assets and liabilities are taken up in the income
statement.
(b) Translation of foreign currency financial statements
For consolidation purposes, the assets and liabilities of foreign entities are translated into Ringgit Malaysia at the
rates ruling at the balance sheet date. Income statement items are translated at average rate for the period. The
translation differences arising therefrom are taken up and reflected in the foreign exchange translation reserve.
30 June 2005
5.
5.16 Foreign currency transactions and translations (cont’d)
(c) The principal closing rates used in the translation of foreign currency amounts are as follows:
1 US Dollar
1 Euro
1 Singapore Dollar
1 Renminbi
1 Hong Kong Dollar
1 Japanese Yen
1 Swiss Franc
1 Thai Baht
2005
RM
2004
RM
3.8000
4.5948
2.2537
0.4591
0.4890
0.0345
2.9678
0.0920
3.8000
4.6710
2.2112
0.4700
0.4870
0.0349
3.0690
0.0920
5.17 Revenue recognition
Revenue from sale of goods is recognised upon delivery of products and customer’s acceptance.
Revenue from sale of property development project is recognised based on stage of completion in respect of units
sold. The stage of completion is determined based on the proportion that costs incurred to date bear to the estimated
total property development costs.
Revenue from the sale of land is recognised when risk and rewards of ownership have been transferred and there is
no further substantial acts to complete under the sale contract.
Royalty and rental income are recognised on accrual basis unless collectibility is in doubt.
Interest income earned is recognised on accrual basis unless collectibility is in doubt.
Dividend income is recognised when the shareholder’s right to receive payment is established.
5.18 Cash and cash equivalents
Cash and cash equivalents include cash and bank balances, bank overdrafts, deposits and other short term, highly
liquid investments which are readily convertible to cash and which are subject to insignificant risk of changes in value.
5.19 Segment information
Segment information is presented in respect of the Group’s business and geographical segments. The primary reporting
segment information is in respect of business segments as the Group’s risk and returns are affected predominantly by
differences in the products it produces, while the secondary information is reported geographically.
A segment with a majority of operating income earned from providing products or services to external customers and
whose operating income, results or assets are 10 percent or more of all the segments is reported separately.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be
allocated on a reasonable basis.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected
to be used for more than one period.
67
68
(223934-T)
30 June 2005
5.
5.20 Borrowing costs
Interest, dividends, losses and gains relating to a financial instrument, or a component part classified as a financial
liability is reported as finance cost in the income statement.
Cost incurred on borrowings to finance a qualifying asset is capitalised until the asset is ready for their intended use
after which such expense is charged to the income statement.
5.21 Financial instruments
5.21.1 Financial instruments recognised on the balance sheets
(a) Ordinary shares
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of share
issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified
as equity. Cost incurred directly attributable to the issuance of shares are accounted for as a deduction
from share premium. Otherwise, they are charged to the income statement.
Dividends to shareholders are recognised in equity in the period in which they are declared.
(b) Other borrowings
Other interest bearing borrowings are recorded at the amount of proceeds received, net of transaction
cost.
(c) Other financial instruments
The accounting policies for other financial instruments recognised on the balance sheet are disclosed in
the individual policy associated with each item.
5.21.2 Financial instruments not recognised on the balance sheets
Foreign currency forward contracts
Foreign currency forward contracts are used to hedge foreign currency exposures as a result of receipts and
payments in foreign currency. Any gains or losses arising from contracts entered into as hedges of anticipated
future transactions are deferred until the dates of such transactions at which time they are included in the
measurement of such transactions.
All others gains or losses relating to hedged instruments are recognised in the income statement in the same
period as the exchange differences on the underlying hedged items.
69
30 June 2005
6.
PROPERTY, PLANT AND EQUIPMENT
Group
2005
Balance
as at
1 July
RM’000
Additions
RM’000
Disposals
RM’000
Written
off
RM’000
Reclassifications
RM’000
Translation
adjustments
RM’000
Balance
as at
30 June
RM’000
Cost
Freehold land
Buildings on freehold land
Long term leasehold land
Buildings on long term
leasehold land
Plant and machinery
Furniture, fittings
and counter fixtures
Office equipment
Office equipment under
hire-purchase and lease
Renovation
Motor vehicles
Motor vehicles under
Properties under construction
3,002
17,966
277
7,172
437
-
6,437
3,880
604
83
(196)
13,078
7,118
6,882
1,163
(927)
(37)
586
3,125
500
780
1,100
73
862
(1,128)
(375)
1,373
855
713
-
58,977
19,089
Balance
as at
1 July
RM’000
Charge
for the
financial
year
RM’000
2,089
44
363
7
972
3,696
97
84
(196)
8,447
5,595
3,560
655
(739)
(25)
188
2,550
313
723
117
321
44
152
(1,112)
(124)
394
363
25,011
5,763
(2,663)
Disposals
RM’000
-
-
-
3,002
25,138
714
(1,057)
-
-
7,041
2,710
(1,663)
(1,029)
50
269
45
48
17,465
7,532
-
(296)
(8)
(15)
(60)
37
-
290
3,126
558
1,207
-
60
-
-
2,146
855
-
130
71,784
(3,749)
Written
off
RM’000
Reclassifications
RM’000
Translation
adjustments
RM’000
Balance
as at
30 June
RM’000
Accumulated depreciation
leasehold land
Plant and machinery
Furniture, fittings
and counter fixtures
Office equipment
Renovation
Motor vehicles
-
(2,196)
-
-
-
2,452
51
(1,028)
-
-
1,069
2,556
(1,658)
(984)
13
175
35
47
9,658
5,463
-
(175)
(4)
(9)
(37)
35
-
130
1,790
348
714
-
37
-
794
-
117
25,025
(3,670)
70
(223934-T)
30 June 2005
6.
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
Balance
as at
1 July
RM’000
Impairment
loss for the
financial
year
RM’000
Balance
as at
30 June
RM’000
Impairment loss
Buildings on long term leasehold land
Group
2004
Balance
as at
1 July
RM’000
Additions
RM’000
Disposals
RM’000
120
1,673
855
13
146
-
133
1,819
855
2,648
159
2,807
Written
off
RM’000
Translation
adjustments
RM’000
Balance
as at
30 June
RM’000
Cost
Freehold land
leasehold land
Plant and machinery
Furniture, fittings and
counter fixtures
Office equipment
Renovation
Motor vehicles
3,002
17,966
277
-
-
6,437
4,253
87
(426)
12,935
7,104
3,829
704
586
3,000
435
900
-
-
3,002
17,966
277
(34)
-
6,437
3,880
(122)
(43)
(3,605)
(704)
41
57
13,078
7,118
484
66
65
(399)
(185)
(12)
(1)
-
52
-
586
3,125
500
780
995
855
435
-
(57)
-
-
1,373
855
58,745
5,670
(1,232)
150
58,977
(4,356)
30 June 2005
6.
Balance
as at
1 July
RM’000
Charge
for the
financial
year
RM’000
Disposals
RM’000
Written
off
RM’000
Translation
adjustments
RM’000
Balance
as at
30 June
RM’000
leasehold land
Plant and machinery
Furniture, fittings and
counter fixtures
Office equipment
Renovation
Motor vehicles
1,730
41
359
3
-
887
4,064
85
92
(426)
9,642
5,578
2,478
693
71
2,728
273
861
-
-
2,089
44
(34)
-
972
3,696
(102)
(27)
(3,605)
(704)
34
55
8,447
5,595
117
183
41
44
(399)
(182)
(12)
(1)
-
50
-
188
2,550
313
723
212
209
(27)
-
394
26,087
4,304
(1,163)
139
25,011
(4,356)
Balance
as at
1 July
RM’000
Impairment
loss for the
financial
year
RM’000
Balance
as at
30 June
RM’000
Impairment loss
Buildings on long term leasehold leasehold land
279
120
1,673
576
120
1,673
855
279
2,369
2,648
71
72
(223934-T)
30 June 2005
6.
Company
2005
Balance
as at
1 July
RM’000
Additions
RM’000
Balance
as at
30 June
RM’000
2,530
16,900
112
187
-
180
206
66
354
39
2,530
17,080
318
253
354
39
19,729
845
20,574
Cost
Freehold land
Building on freehold land
Furniture, fixtures and fittings
Office equipment
Renovation
Electrical installation
Balance
as at
1 July
RM’000
Charge for
the financial
year
RM’000
Balance
as at
30 June
RM’000
Office equipment
Renovation
Electrical installation
2004
1,848
67
110
-
341
30
41
37
3
2,189
97
151
37
3
2,025
452
2,477
Balance
as at
1 July
RM’000
Additions
RM’000
Balance
as at
30 June
RM’000
2,530
16,900
112
187
-
2,530
16,900
112
187
19,729
-
19,729
Cost
Freehold land
Office equipment
Balance
as at
1 July
RM’000
Charge for
the financial
year
RM’000
Balance
as at
30 June
RM’000
Office equipment
1,510
50
73
338
17
37
1,848
67
110
1,633
392
2,025
30 June 2005
6.
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Net book value
Freehold land
Plant and machinery
Furniture, fittings and counter fixtures
Office equipment
Office equipment under hire-purchase and lease
Renovation
Motor vehicles
Motor vehicles under hire-purchase and lease
3,002
22,553
663
4,153
154
7,807
2,069
160
1,336
210
493
1,352
3,002
15,757
233
3,792
184
4,631
1,523
398
575
187
57
979
2,530
14,891
221
102
317
36
-
2,530
15,052
45
77
-
43,952
31,318
18,097
17,704
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Net book value of property, plant and equipment
pledged as securities for banking facilities granted:
Freehold land
3,002
15,290
663
2,020
3,002
15,479
233
1,450
2,530
14,891
-
2,530
15,052
-
20,975
20,164
17,421
17,582
In respect of a subsidiary company, Luxury Parade Sdn. Bhd., the properties under construction have been written down to
its estimated recoverable value based on its estimated net selling price.
7.
LAND HELD FOR PROPERTY DEVELOPMENT
Group
Freehold land - at cost
Development expenditure
2005
RM’000
2004
RM’000
4,448
5,895
14,669
13,719
10,343
28,388
73
74
(223934-T)
30 June 2005
8.
INVESTMENT IN SUBSIDIARY COMPANIES
Company
2005
2004
RM’000
RM’000
Unquoted shares - at cost
45,976
45,369
The subsidiary companies are as follows:
Name of company
Country of
incorporation
Group’s
effective interest
2005
2004
%
%
Principal activities
CB Marketing Sdn. Bhd.
Malaysia
100
100
Designing, promoting and marketing of fashionable
leather goods
CB Holdings (Malaysia)
Sdn. Bhd.
Malaysia
100
100
Property investment and management services
Ataly Industries Sdn. Bhd.
Malaysia
100
100
Distribution of fashionable goods through catalogue
selling
Luxury Parade Sdn. Bhd.
Malaysia
100
100
Property investment
Eclat World Sdn. Bhd.
Malaysia
100
100
men’s footwear
CB Franchising Sdn. Bhd.
Malaysia
100
100
Franchising of leather goods and apparels
BCB Properties Sdn. Bhd.
Malaysia
100
100
Property development
Pasti Anggun Sdn. Bhd.
Malaysia
70
70
Property development
Long Bow Manufacturing
Sdn. Bhd.
Malaysia
100
100
Manufacturing and marketing of leather goods
De Marts Marketing
Sdn. Bhd.
Malaysia
100
100
ladies’ footwear
Mcore Sdn. Bhd.
Malaysia
60
60
Future Classic Sdn. Bhd.
Malaysia
100
100
Daily Frontier Sdn. Bhd.
Malaysia
100
-
Marketing, distribution and export of fashionable goods
and accessories
Armani Context Sdn. Bhd.
Malaysia
100
-
Interior design, advertising and promotion
Banyan Sutera Sdn. Bhd.
Malaysia
50
-
Marketing and distribution of fashionable goods
Hong Kong
100
-
General trading and marketing of fashionable goods
Kin Sheng International
Trading Co. Limited
Marketing and distribution of fashionable leather goods
leather goods
30 June 2005
8.
INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
Group’s
effective interest
2005
2004
%
%
Name of company
Country of
incorporation
* Active World Pte. Ltd.
Singapore
100
100
Wholesaling and retailing of fashionable leather goods
and apparels
* Jetbest Enteprise Pte. Ltd.
Singapore
100
100
Wholesaling, retailing, importing and exporting
of leather goods and accessories
Malaysia
100
100
Marketing and distribution of men’s apparel and
accessories
Marketing and distribution of men’s apparel and
accessories
Dominion Directions
Sdn. Bhd.
Subsidiary companies of
Dominion Directions Sdn. Bhd.
VR Directions Sdn. Bhd.
Malaysia
70
75
SB Directions Sdn. Bhd.
Malaysia
100
100
Marketing and distribution of fashionable accessories
* Subsidiary companies not audited by BDO Binder.
During the financial year, the Company:
(i) acquired 100% equity interest in Daily Frontier Sdn. Bhd. comprising 2 ordinary shares of RM1.00 each for a total cash
consideration of RM2.00;
(ii) acquired 100% equity interest in Armani Context Sdn. Bhd. comprising 2 ordinary shares of RM1.00 each for a total
cash consideration of RM2.00;
(iii) acquired 100% equity interest in Kin Sheng International Trading Co. Limited comprising 10,000 ordinary shares of
HKD1.00 each for a total cash consideration of HKD14,800.00; and
(iv) acquired 50% equity interest in Banyan Sutera Sdn. Bhd. comprising 1 ordinary share of RM1.00 each for a total cash
consideration of RM1.00.
The effect of these acquisitions of subsidiary companies on the financial results of the Group during the financial year is
shown below:
RM’000
Revenue
Cost of sales
4,261
(2,240)
Gross profit
Operating cost
2,021
(1,443)
Taxation
Increase in Group’s net profit
578
(205)
373
75
76
(223934-T)
30 June 2005
8.
INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D)
The effect of these acquisitions of subsidiary companies on the financial position of the Group at the end of the financial
year is as follows:
RM’000
9.
Property, plant and equipment
Inventories
Trade receivables
Trade payables
Tax liability
276
1,080
1,066
61
252
(771)
(227)
(174)
(8)
Increase in Group’s share of net assets
1,555
INVESTMENT IN ASSOCIATED COMPANIES
Group
2005
2004
RM’000
RM’000
Unquoted shares - at cost
Share of post acquisition retained earnings and
reserves less losses
236
236
(56)
(27)
180
209
Company
2005
2004
RM’000
RM’000
236
236
-
-
236
236
Group
2005
RM’000
2004
RM’000
180
209
The Group’s investment in associated companies is represented by:
Group’s share of net assets
The details of the associated companies are as follows:
Name of company
Makabumi Sdn. Bhd.
BBA International Co., Ltd.
Country of
incorporation
Malaysia
Thailand
Percentage of
equity interest
2005
2004
%
%
40
49
40
49
Dormant
Marketing and distribution of fashionable leather goods
The results of BBA International Co., Ltd. has been accounted for based on the unaudited financial statements for the
financial year ended 30 June 2005 while the financial results of Makabumi Sdn. Bhd. is not being equity accounted as it is
dormant and the amounts involved are not significant.
30 June 2005
10. INTEREST IN JOINT VENTURE
Group
2005
RM’000
Development costs
Less: Impairment loss
2004
RM’000
3,399
(2,883)
516
3,399
(2,883)
516
In respect of a subsidiary company, BCB Properties Sdn. Bhd., certain development costs have been written down to its
recoverable amount based on estimated realisable value.
Development costs represent expenditure incurred to develop a mixed commercial centre on the land belonging to the joint
venture partner pursuant to a joint venture agreement entered into between the subsidiary company and a third party. The
agreement states that the subsidiary company shall bear all the cost of the development in return for 80% of the total gross
sales of all the completed units.
There are no outstanding capital commitment and contingent liabilities relating to the Group’s interest in the joint venture.
11. INVESTMENT PROPERTIES
Group
2005
RM’000
2004
RM’000
3,009
1,996
3,009
-
5,005
3,009
5,193
5,193
10,198
8,202
Cost
Shoplots and carparks on:
- Freehold land
As at beginning of financial year
Addition during the year
As at end of financial year
- Long term leasehold land
Impairment losses
- Freehold land
- Long term leasehold
(989)
(22)
(959)
(30)
(1,011)
(989)
(983)
(50)
(983)
-
(1,033)
(983)
(2,044)
(1,972)
77
78
(223934-T)
30 June 2005
11. INVESTMENT PROPERTIES (CONT’D)
Group
2005
RM’000
2004
RM’000
3,994
4,160
2,020
4,210
8,154
6,230
Carrying value
- Freehold
- Long term leasehold
The indicative market values of the investment properties as provided by an independent professional valuer based on
valuations carried out on 19 August 2005 are used in determining the recoverable amount of the investment properties.
All the investment properties are charged to banks for term loan facilities granted to the Group.
12. LONG TERM INVESTMENTS
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
At cost
Unquoted:
Subordinated bonds
Club memberships
3,000
131
3,000
131
3,000
-
3,000
-
3,131
3,131
3,000
3,000
The investment in unquoted subordinated bonds is in relation to the term loan VIII as detailed in Note 25.
13. INTANGIBLE ASSETS
Group
2005
RM’000
2004
RM’000
Arising from acquisition of a subsidiary company
10,571
36
10,571
-
10,607
10,571
Goodwill on consolidation
Cost
Impairment loss
Impairment loss during the financial year
(1,223)
(1,528)
(663)
(560)
(2,751)
(1,223)
7,856
9,348
The impairment of goodwill in subsidiary companies is recognised during the financial year to reflect the recoverable amounts
based on its value in use.
79
30 June 2005
13. INTANGIBLE ASSETS (CONT’D)
Group
2005
RM’000
2004
RM’000
Addition during the financial year
Translation adjustment
944
2
1
944
-
947
944
Amortisation during the financial year
Translation adjustment
(935)
(5)
-
(929)
(6)
-
(940)
(935)
Trademarks
Cost
Amortisation
Total intangible assets
7
9
7,863
9,357
14. INVENTORIES
Group
2005
RM’000
2004
RM’000
2,728
533
34,331
190
1,692
680
25,591
135
37,782
28,098
At cost
Raw materials
Work-in-progress
Finished goods
Consumables
The inventories of the Group is net of inventories written off of RM154,922 (2004: Nil).
15. TRADE RECEIVABLES
Group
2005
RM’000
Trade receivables
Less: Allowance for doubtful debts
2004
RM’000
34,418
(1,282)
30,534
(276)
33,136
30,258
80
(223934-T)
30 June 2005
15. TRADE RECEIVABLES (CONT’D)
The allowance for doubtful debts is net of bad debts written off as follows:
Group
2005
RM’000
2004
RM’000
-
3
The credit terms of trade receivables range from 30 to 120 days from date of invoice except for trade receivable arising from
the sale of land, amounting to RM11,671,200 (2004: RM11,871,200) which is to be settled as follows:
(a) offset of 15 units of apartments amounting to RM2,212,000 as partial settlement; and
(b) the balance to be settled in cash has a credit term of one year from the date of this financial year end.
The currency profile of trade receivables of the Group is as follows:
Group
Ringgit Malaysia
US Dollar
Singapore Dollar
Hong Kong Dollar
2005
RM’000
2004
RM’000
31,929
68
2,409
12
27,945
121
2,457
11
34,418
30,534
16. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group
2005
2004
RM’000
RM’000
Less: Allowance for doubtful debts
Company
2005
2004
RM’000
RM’000
23,354
(700)
16,254
-
703
-
754
-
22,654
16,254
703
754
The allowance for doubtful debts is net of bad debts written off as follows:
Group
2005
RM’000
2004
RM’000
-
108
Included in the deposits of the Group is a deposit of RM3,500,000 (2004: RM3,500,000) paid to a third party pursuant to a
joint venture agreement entered between a subsidiary company and the third party.
Included in the prepayments of the Group and of the Company is a prepaid interest of RM588,493 (2004: RM738,493) paid
to a financial institution in respect of a borrowing amounting to RM30,000,000 (2004: RM30,000,000).
81
30 June 2005
17. AMOUNTS OWING BY/(TO) SUBSIDIARY COMPANIES
Company
The amounts owing by/(to) subsidiary companies represent mainly rental receivables and advances which are unsecured,
have no fixed terms of repayment and interest-free except for advances to one of the Company’s subsidiaries, Pasti Anggun
Sdn. Bhd. which bears interest at 7.90% per annum (2004: 7.75% per annum).
18. AMOUNT OWING BY AN ASSOCIATED COMPANY
Group and Company
The amount owing by an associated company represents advances which are unsecured, interest-free and have no fixed
terms of repayment.
19. FIXED DEPOSITS WITH LICENSED BANKS
Group
2005
2004
RM’000
RM’000
Fixed deposits
2,115
5,423
Company
2005
2004
RM’000
RM’000
-
3,000
Included in the fixed deposits with licensed banks of the Group is RM2,115,220 (2004: RM1,649,888) pledged to licensed
banks as securities for banking facilities granted to certain subsidiary companies.
20. CASH AND BANK BALANCES
The currency profile of cash and bank balances of the Group and of the Company is as follows:
Group
2005
2004
RM’000
RM’000
Ringgit Malaysia
Euro
Singapore Dollar
Hong Kong Dollar
Others
Company
2005
2004
RM’000
RM’000
2,156
24
2,052
25
14
1,164
10
2,351
6
25
44
-
11
-
4,271
3,556
44
11
82
(223934-T)
30 June 2005
21. TRADE PAYABLES
Group
The credit terms of trade payables range from 30 to 90 days from date of invoice.
The currency profile of trade payables of the Group is as follows:
Group
Ringgit Malaysia
US Dollar
Euro
Singapore Dollar
Hong Kong Dollar
2005
RM’000
2004
RM’000
9,392
136
27
1,826
123
6,000
5
13
872
139
11,504
7,029
22. OTHER PAYABLES AND ACCRUALS
In the previous financial year, included in other payables and accruals is an amount of RM6,899,288 relating to the deposit
received pursuant to the Sale and Purchase Agreement and Supplemental Agreement entered into between a subsidiary
company of the Company and a third party on 25 May 2000 and 24 September 2003 respectively for the disposal of a parcel
of land. The sale and purchase transaction was completed in the current financial year.
23. HIRE-PURCHASE AND LEASE CREDITORS
Group
2005
RM’000
2004
RM’000
Minimum hire-purchase and lease payments:
- not later than one year
- later than one year and not later than five years
- later than five years
568
1,217
69
435
747
-
Less: Future interest charges
1,854
(206)
1,182
(130)
Present value of hire-purchase and lease liabilities
1,648
1,052
494
367
1,095
59
685
-
1,154
685
1,648
1,052
Repayable as follows:
Current liabilities:
- not later than one year
Non-current liabilities:
- later than one year and not later than five years
- later than five years
83
30 June 2005
24. BANK BORROWINGS
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Secured
Bankers’ acceptance
Revolving credits
Term loans (Note 25)
5,457
4,000
1,482
11,623
4,900
2,900
437
2,020
10,939
19,423
437
2,020
23,646
450
11,710
450
-
-
24,096
12,160
-
-
35,035
31,583
437
2,020
Unsecured
Revolving credits
Total
Certain bank borrowings of the Group and of the Company are secured by first fixed charges over certain freehold and
leasehold land and buildings of the Company and its subsidiary companies.
Group
2005
2004
%
%
Weighted average effective annual interest rate:
Revolving credits
3.77
6.90
3.27
7.00
25. TERM LOANS
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Secured
Term loan I is repayable by 120 equal monthly instalments
of RM5,671 each commencing July 1999
89
148
-
-
Term loan II is repayable by 120 equal monthly instalments
of RM12,305 each commencing March 1997
294
413
-
-
Term loan III is repayable as follows:
- 4 monthly instalments of RM16,887 each
commencing January 1998
commencing May 1998
454
642
-
-
Balance carried forward
837
1,203
-
-
84
(223934-T)
30 June 2005
25. TERM LOANS (CONT’D)
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Balance brought forward
837
1,203
-
-
Term loan IV is repayable as follows:
commencing February 1998
commencing May 1998
962
1,356
-
-
Term loan V is repayable as follows:
commencing October 1997
commencing May 1998
261
381
-
-
Term loan VI is repayable by 72 equal monthly instalments
of RM180,007 each commencing November 1999
437
2,477
437
2,477
Term loan VII is repayable by 96 equal monthly instalments
of RM10,665 each commencing August 2005
764
-
-
-
3,261
5,417
437
2,477
30,000
30,000
30,000
30,000
33,261
35,417
30,437
32,477
1,482
2,900
437
2,020
31,482
297
32,517
-
30,000
-
30,457
-
31,779
32,517
30,000
30,457
33,261
35,417
30,437
32,477
Unsecured
Term loan VIII is repayable by 1 final instalment of
RM30,000,000 at the end of 5 years from 3 June 2004
Repayable as follows:
Current liabilities:
- within one year (Note 24)
Long term liabilities:
- more than one year and less than five years
- more than five years
30 June 2005
25. TERM LOANS (CONT’D)
Term loans I, II, III, IV and V are secured by means of a first fixed charge over investment properties of a subsidiary company
and guaranteed by the Company.
Term loan VI is secured by a first fixed charge over a freehold land and building of the Company.
Term loan VII is secured by means of legal charge over a long term leasehold land and buildings of a subsidiary company
and guaranteed by the Company.
Term loan VIII is unsecured and obtained from a financial institution where a condition is imposed on the Company to
subscribe for the subordinated bonds issued pursuant to the Primary Collateralised Loan Obligations Transactions and
shall be limited to 10% of the principal amount of the term loan (Note 12).
The weighted average effective annual interest rates of the term loans are:
Group
2005
%
Term
Term
Term
Term
Term
Term
Term
Term
loan I
loan II
loan III
loan IV
loan V
loan VI
loan VII
loan VIII
7.71
8.21
8.71
8.43
8.75
7.75
4.25
7.90
2004
%
7.75
7.75
8.25
8.25
8.25
7.75
7.90
Company
2005
2004
%
%
7.75
7.90
7.75
7.90
26. BANK OVERDRAFTS
Group
2005
2004
RM’000
RM’000
Secured
Unsecured
Company
2005
2004
RM’000
RM’000
2,217
3,820
3,106
3,005
22
-
547
-
6,037
6,111
22
547
Certain bank overdrafts of the Group and of the Company are secured by first fixed charges over certain freehold and
leasehold land and buildings of the Company and its subsidiary companies.
85
86
(223934-T)
30 June 2005
27. SHARE CAPITAL
Group and Company
2005
2004
Number
of shares
’000
RM’000
Number
of shares
’000
RM’000
50,000
50,000
50,000
50,000
50,000
-
50,000
-
100,000
100,000
50,000
50,000
Balance as at 1 July
Options exercised
Warrants exercised
40,419
1,448
27
40,419
1,448
27
40,253
166
-
40,253
166
-
Balance as at 30 June
41,894
41,894
40,419
40,419
Ordinary shares of RM1.00 each:
Authorised
Created during the financial Year
Issued and fully paid:
During the financial year, the Company increased its:
(i) authorised share capital from RM50 million to RM100 million by the creation of additional 50 million ordinary shares of
RM1.00 each; and
(ii) issued and paid-up share capital from RM40,419,000 to RM41,894,000 by way of:
(a) an issue of 1,448,000 new ordinary shares of RM1.00 each for cash at option prices ranging from RM1.00 to
RM1.13 per share, by virtue of the exercise of share options pursuant to the Company’s Executives’ Share Option
Scheme;
(b) an issue of 27,000 new ordinary shares of RM1.00 each for cash at an exercise price of RM1.00 per share by virtue
of the exercise of Warrants 2005/2008.
In the previous financial year, the Company increased its issued and fully paid-up share capital from RM40,253,000 to
RM40,419,000 by way of the allotment and issuance of 166,000 new ordinary shares of RM1.00 each at an exercise price
of RM1.13 per share for cash pursuant to the Executives’ Share Option Scheme.
All the new ordinary shares issued rank pari passu in all respects with the then existing ordinary shares of the Company.
Warrant 2005/2008
Pursuant to a deed poll dated 8 March 2005 (“Deed Poll”), the Company has a renounceable rights issue of 20,933,500
3-year Warrants 2005/2008 (“Warrants”).
The salient features of the Warrants as per Deed Poll are as follows:
(a) Each Warrant entitles the registered holders at any time during the exercise period to subscribe for one (1) new ordinary
share of RM1.00 each in the Company at an exercise price of RM1.00 per ordinary share;
30 June 2005
27. SHARE CAPITAL (CONT’D)
Warrant 2005/2008 (cont’d)
(b) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital
of the Company in accordance with the conditions provided in the Deed Poll;
(c) The Warrants shall be exercisable at any time within the period commencing from and including the date of issue of the
Warrants and ending on the date preceding the third (3rd) anniversary of the date of issuance of the Warrants; and
(d) At the expiry of the exercise period, any Warrants which has not been exercised will lapse and cease to be valid for any
purposes.
The Warrants were granted for listing and quotation with effect from 25 May 2005. The number of Warrants exercised during
the financial year ended 30 June 2005 was 27,000.
Executives’ Share Option Scheme
The Executives’ Share Option Scheme (“ESOS”) of the Company came into effect on 4 March 2002. The ESOS shall be in
force for a period of 5 years until 3 March 2007 (“the option period”). The main features of the ESOS are as follows:
(a) Eligible Directors and executives are those who are confirmed employees of the Group and have served full time for at
least one year of continuous service before the date of offer and age eighteen (18) and above.
(b) The maximum number of options offered under the ESOS shall not exceed 10% of the total issued and paid-up share
capital of the Company at any point in time during the existence of the ESOS.
(c) The option price for the new shares under the ESOS is determined based on the average of the mean market quotation
of the shares as quoted and shown in the Daily Official List issued by Bursa Malaysia Securities Berhad for the five
market days immediately preceding the date of offer, or at the par value of the share of RM1.00, with an allowance for
a discount of not more than 10%, whichever is higher.
(d) The eligible Directors and executives to whom the options have been granted have no right to participate, by virtue of
these options, in any share issues of any other company within the Group.
The details of the options over ordinary shares of the Company are as follows:
Date of offer
Option
price
RM
__ Number of options over ordinary shares of RM1.00 each __
Balance
Balance
as at
as at
1.7.2004
Granted
Retracted*
Exercised
30.6.2005
2005
16 October 2002
22 May 2004
1.13
1.00
497,000
3,029,000
-
(9,000)
(42,000)
(99,000)
(1,349,000)
389,000
1,638,000
1.13
1.00
694,000
-
3,036,000
(31,000)
(7,000)
(166,000)
-
497,000
3,029,000
2004
16 October 2002
22 May 2004
* Retracted due to resignations
87
88
(223934-T)
30 June 2005
27. SHARE CAPITAL (CONT’D)
Details of the share options exercised during the financial year and the fair value of shares issued at the exercise date are
as follows:
2005
Exercise date
Number of
ordinary
shares
issued
Option
price
RM
July 2004
September 2004
December 2004
January 2005
March 2005
March 2005
9,000
44,000
143,000
128,000
99,000
1,025,000
1.00
1.00
1.00
1.00
1.13
1.00
1,448,000
Consideration
RM
9,000
44,000
143,000
128,000
111,870
1,025,000
- Fair value of shares issued Per share
Total
RM
RM
1.20 - 1.32
1.14 - 1.30
1.27 - 1.43
1.26 - 1.39
1.15 - 1.40
1.15 - 1.40
1,460,870
Ordinary share capital - at par
Share premium
1,448,000
12,870
Proceeds received on exercise
of share options
1,460,870
11,340
53,680
193,050
169,600
126,225
1,306,875
1,860,770
2004
July 2003
October 2003
November 2003
February 2004
March 2004
98,000
19,000
7,000
7,000
35,000
166,000
1.13
1.13
1.13
1.13
1.13
110,740
21,470
7,910
7,910
39,550
187,580
Ordinary share capital - at par
Share premium
166,000
21,580
Proceeds received on exercise
of share option
187,580
1.40 - 1.70
1.24 - 1.49
1.27 - 1.50
1.35 - 1.58
1.34 - 1.50
151,900
25,935
9,695
10,255
49,700
247,485
89
30 June 2005
28. RESERVES
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Non-distributable
Share premium
Foreign exchange reserve
Other reserves
- Capital reserves arising from consolidation
- Capital reserves arising from issuance of Warrants
1,792
1,636
1,777
1,610
1,792
-
1,777
-
612
2,091
612
-
2,091
-
6,131
3,999
3,883
1,777
28,303
21,670
11,718
12,830
34,434
25,669
15,601
14,607
Distributable
Retained profits
Warrants issue are related to the renounceable rights issue of 20,933,500 3-year Warrants 2005/2008 on the basis of one
Warrant for every two ordinary shares of RM1.00 each held in the Company at an issue price of RM0.10 per Warrant.
The increase in the share premium arose from the issuance of 99,000 new ordinary shares of RM1.00 each at an issue
price of RM1.13 per ordinary share pursuant to the Executives’ Share Option Scheme, and the exercise of 27,000 Warrants
at an exercise price at RM1.00 each with an issue price of RM0.10 per Warrant.
The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and tax exempt account to frank in full
the payment of dividends out of all its retained profits as at 30 June 2005 without incurring any additional tax liabilities.
29. DEFERRED TAX (ASSETS)/LIABILITIES
(a) The deferred tax assets and liabilities are made up of the following:
Group
2005
2004
RM’000
RM’000
Recognised in the income statement (Note 32)
Company
2005
2004
RM’000
RM’000
(181)
155
(219)
38
12
41
19
(7)
(26)
(181)
53
12
Presented after appropriate offsetting as follows:
Group
2005
2004
RM’000
RM’000
Deferred tax assets, net
Deferred tax liabilities, net
Company
2005
2004
RM’000
RM’000
(282)
256
(314)
133
53
12
(26)
(181)
53
12
90
(223934-T)
30 June 2005
29. DEFERRED TAX (ASSETS)/LIABILITIES (CONT’D)
(b) The movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:
Deferred tax assets
Group
2005
RM’000
2004
RM’000
355
342
Recognised in the income statements
Depreciation in excess of capital allowances
Utilisation of unutilised capital allowances
Provisions
(32)
(3)
2
40
(27)
-
(33)
13
322
355
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
174
123
12
19
Recognised in the income statements
Temporary differences arising from
accelerated capital allowances
Deferred income
21
101
63
(12)
41
-
(7)
-
122
51
41
(7)
296
174
53
12
(c) The components of deferred tax assets and liabilities as at the end of the financial year comprise tax effect of:
Deferred tax assets
Group
Depreciation in excess of capital allowances
Arising from unabsorbed business losses
Arising from unutilised capital allowances
Provisions
2005
RM’000
2004
RM’000
92
58
170
2
62
58
235
-
322
355
91
30 June 2005
29. DEFERRED TAX (ASSETS)/LIABILITIES (CONT’D)
Group
2005
2004
RM’000
RM’000
Capital allowances in excess of depreciation
Arising from
- deferred income
- crystallisation of deferred income
207
180
89
-
(6)
296
174
Company
2005
2004
RM’000
RM’000
53
12
-
-
53
12
(d) Deferred tax assets have not been recognised in respect of the following items:
Group
Unabsorbed business losses
Unutilised capital allowances
2005
RM’000
2004
RM’000
2,344
110
2,347
-
2,454
2,347
The unabsorbed business losses are available to offset against future taxable profits of the subsidiary companies in
which those items arose.
Deferred tax assets have not been recognised in respect of these items as they cannot be used to offset taxable profits
of other subsidiary companies in the Group and they have arisen in subsidiary companies that have a recent history of
losses.
30. REVENUE
Group
2005
2004
RM’000
RM’000
Sales of goods
Rental income
Progressive sale of land
Dividend income
- gross
- tax exempt
Company
2005
2004
RM’000
RM’000
171,450
393
20,194
138,123
505
11,871
2,018
-
1,968
-
-
-
2,100
-
525
1,000
192,037
150,499
4,118
3,493
92
(223934-T)
30 June 2005
31. PROFIT BEFORE TAX
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Profit before tax is arrived at after charging:
Allowance for doubtful debts
- trade
- non trade
Amortisation of trademark
Auditors’ remuneration:
- statutory
- current year
- under provision in prior years
- non statutory
- current year
- under provision in prior years
Depreciation of property, plant and equipment
Directors’ remuneration:
- Fees
- payable by the Company
- payable by the subsidiary companies
- Emoluments other than fees
- payable by the Company
- payable by the subsidiary companies
Inventories written off
Interest expense on:
- term loans
- overdrafts
- others
Long term investment written down
Preliminary expenses written off
Realised loss on foreign currency transactions
Unrealised loss on foreign currency transactions
Rental of premises
Loss on disposal of property, plant and equipment
Impairment loss on property, plant and equipment
Property, plant and equipment written off
Impairment loss on goodwill
Loss on disposal of investment in a subsidiary company
1,006
700
5
6
-
-
164
12
127
7
15
1
13
2
11
4
9
5,763
2
2
4,304
4
452
392
270
803
240
242
270
-
240
-
14
2,642
72
155
14
2,508
30
-
14
-
14
-
2,705
588
1,455
2
2
13
7,680
75
159
79
1,528
26
732
1,086
1,524
66
2
5,892
2,369
560
-
2,490
17
-
455
57
-
-
70
-
-
-
-
2,100
-
525
1,000
78
32
98
947
1,129
7
32
240
5
-
393
141
505
91
2,018
41
1,968
5
And crediting:
Gain on disposal of property, plant and equipment
Dividend income from subsidiary company
- gross
- tax exempt
Interest income from:
- subsidiary companies
- fixed deposit
- others
Rental income receivable from:
- others
Realised gain on foreign currency transactions
93
30 June 2005
32. TAX EXPENSE
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Current tax expense based on profit for the financial year:
Malaysian income tax
Foreign income tax
5,299
600
4,300
99
291
-
327
-
Deferred tax (Note 29)
5,899
155
4,399
38
291
41
327
(7)
Under/(Over) provision in prior years
6,054
285
4,437
52
332
(17)
320
(6)
6,339
4,489
315
314
The numerical reconciliation between the average effective tax rate and the applicable tax rate are as follows:
Group
2005
%
Average applicable tax rate
Company
2005
2004
%
%
2004
%
28
28
28
28
3
3
14
6
3
8
2
(3)
5
2
(1)
8
-
1
(16)
-
(3)
4
-
(2)
2
(1)
-
Under/(Over) provision in prior years
42
2
36
-
50
(3)
19
-
Average effective tax rate
44
36
47
19
Tax effect in respect of:
Depreciation on non-qualifying
property, plant and equipment
Non-allowable expenses
- impairment
- others
Deferred tax assets not recognised
Tax exempt dividend
Lower tax rates in foreign jurisdiction
Reduction in statutory tax rate on the first
RM500,000 chargeable income
Income not subject to tax at group level
Effect of previously unrecognised tax losses
-
Tax savings of the Group are as follows:
Group
Arising from utilisation of current tax losses
Arising from utilisation of previously unrecognised tax losses
2005
RM’000
2004
RM’000
101
287
84
27
The Group has unabsorbed tax losses and unutilised capital allowances of approximately RM2,893,000 (2004: RM2,554,000)
and RM316,000 (2004: RM100,000) respectively.
94
(223934-T)
30 June 2005
33. DIVIDENDS
Group/Company
2005
2004
RM’000
RM’000
Dividend paid:
First and final dividend of 5 sen gross per ordinary share, less income tax
1,462
1,454
A first and final dividend of 8 sen gross per ordinary share, less income tax, and special dividend of 2 sen gross per ordinary
share, less income tax, amounting to RM2,413,000 and RM603,000 respectively have been proposed by the Directors after
the balance sheet date for shareholders’ approval at the forthcoming Annual General Meeting. The financial statements for
the current financial year do not reflect this proposed dividend. This dividend, if approved by shareholders will be accounted
for as an appropriation of retained profits in the financial year ending 30 June 2006.
34. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share:
The basic earnings per ordinary share for the financial year has been calculated based on the consolidated profit after tax
and minority interests divided by the weighted average number of ordinary shares outstanding during the financial year.
2005
Consolidated profit after tax and minority interests (RM’000)
Weighted average number of ordinary shares outstanding (’000)
Basic earnings per ordinary share (sen)
2004
8,095
7,502
40,875
40,377
19.80
18.58
Diluted earnings per ordinary share:
The diluted earnings per ordinary share for the financial year has been calculated based on the consolidated profit after tax
and minority interests divided by the weighted average number of ordinary shares after adjustment to assume conversion of
all dilutive potential ordinary shares. The Company has dilutive potential ordinary shares comprising share options granted
under ESOS and Warrants 2005/2008.
The weighted average number of ordinary shares in issue adjusted for weighted average number of ordinary shares which
would be issued on conversion of all dilutive potential ordinary shares into ordinary shares is calculated as follows:
2005
’000
2004
’000
Weighted average number of ordinary shares outstanding
Weighted average number of ordinary shares deemed to have been issued for no
consideration upon exercise of ESOS
Weighted average number of ordinary shares deemed to have been issued for no
consideration upon exercise of Warrants
40,875
40,377
406
207
466
-
Weighted average number of ordinary shares for diluted earnings per share
41,747
40,584
19.39
18.49
Diluted earnings per ordinary share (sen)
95
30 June 2005
35. ACQUISITION OF SUBSIDIARY COMPANIES
During the financial year, the Group acquired 100% equity interest of Armani Context Sdn. Bhd., Daily Frontier Sdn. Bhd.
and Kin Sheng International Trading Co. Ltd. for a total cash consideration of RM2.00, RM2.00 and HKD14,800 respectively.
The Group also acquired a 50% equity interest in Banyan Sutera Sdn. Bhd. for a total cash consideration of RM1.00.
During the last financial year, the Group acquired 100% equity interest in Future Classic Sdn. Bhd.
The fair value of the assets acquired and liabilities assumed were as follows:
Group
2005
RM’000
2004
RM’000
57
41
(127)
*
-
Net liabilities acquired
Goodwill on consolidation
(29)
36
-
Total purchase consideration discharged by cash
Less: Cash and cash equivalents acquired
7
(41)
-
Cash in flow on acquisition net of cash and cash equivalents acquired
(34)
-
* RM2
36. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
During the financial year, the Group and the Company made the following cash payments to purchase property, plant and
equipment:
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Purchase of property, plant and equipment (Note 6)
Financed by hire-purchase and lease arrangements
Financed by term loan
19,089
(1,197)
(764)
5,670
(388)
-
845
-
-
Cash payments on purchase of property, plant
and equipment
17,128
5,282
845
-
96
(223934-T)
30 June 2005
37. CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
Fixed deposits with licensed banks
Bank overdrafts
4,271
2,115
(6,037)
3,556
5,423
(6,111)
44
(22)
11
3,000
(547)
Less: Fixed deposits pledged to licensed banks
349
(2,115)
2,868
(1,650)
22
-
2,464
-
(1,766)
1,218
22
2,464
38. SEGMENTAL REPORTING
(i) Business segments
The Group’s operation comprises the following business segments:
Retailing
:
Manufacturing
Investment and property development
:
:
Designing, promoting and marketing of fashionable apparels, accessories
and leather goods
Manufacturing and marketing of fashionable leather goods
Rental and development of commercial properties
2005
Retailing
RM’000
Manufacturing
RM’000
Investment
and property
development Elimination
RM’000
RM’000
Consolidation
RM’000
Revenue
External sales
Inter-segment sales
171,449
29,396
3
7,461
20,585
7,956
(44,813)
192,037
-
Total
200,845
7,464
28,541
(44,813)
192,037
778
(3,953)
Results
Profit/(Loss) from operations
Finance cost
Share of results of associated companies
23,210
(29)
(292)
-
-
-
19,743
(5,338)
(29)
Profit before tax
Tax expense
14,376
(6,339)
Profit after tax
Minority interests
8,037
58
8,095
30 June 2005
38. SEGMENTAL REPORTING (CONT’D)
(i) Business segments (cont’d)
2005
Retailing
RM’000
Other information
Segment assets
Tax recoverable
Deferred tax assets
Investment in associated companies
135,197
68
93
-
Manufacturing
RM’000
9,212
189
-
Investment
and property
RM’000
RM’000
132,922
722
180
(103,228)
(588)
-
Total assets
Segment liabilities
Unallocated corporate borrowings
Tax liabilities
174,103
202
282
180
174,767
29,671
1,082
51,413
3,207
97
7
-
112
70
(62,946)
89
Total liabilities
Capital expenditure
Depreciation
Impairment losses on property, plant
and equipment
Impairment losses on goodwill
Non-cash expenses other than depreciation,
amortisation and impairment
Consolidation
RM’000
19,220
74,499
3,326
256
97,301
9,855
4,984
5
1,253
209
-
7,981
570
-
-
19,089
5,763
5
-
-
159
1,528
72
-
159
1,528
72
1,087
-
706
-
1,793
Revenue
External sales
Inter-segment sales
138,098
23,754
20
8,004
12,381
3,956
(35,714)
150,499
-
Total
161,852
8,024
16,337
(35,714)
150,499
17,415
374
1,831
(2,292)
(27)
-
-
2004
Results
Finance cost
Share of results of associated companies
-
17,328
(4,846)
(27)
Profit before tax
Tax expense
12,455
(4,489)
Profit after tax
Minority interests
7,966
(464)
7,502
97
98
(223934-T)
30 June 2005
38. SEGMENTAL REPORTING (CONT’D)
(i) Business segments (cont’d)
2004
Other information
Segment assets
Tax recoverable
Deferred tax assets
Investment in associated companies
Retailing
RM’000
Manufacturing
RM’000
112,755
45
-
11,005
22
269
-
Investment
and property
RM’000
RM’000
151,869
209
(112,915)
-
Total assets
Consolidation
RM’000
162,714
22
314
209
163,259
Segment liabilities
Unallocated corporate borrowings
Tax liabilities
30,658
585
65,495
(74,408)
2,138
126
7
-
186
19
(12)
Total liabilities
22,330
71,263
2,331
133
96,057
Capital expenditure
Depreciation
Impairment losses on property, plant
and equipment
Impairment losses on goodwill
Impairment loss on investment
properties
Non-cash expenses other than depreciation,
amortisation and impairment
5,089
3,608
6
345
236
-
236
460
-
-
5,670
4,304
6
-
-
2,369
560
-
2,369
560
-
-
30
-
30
66
-
-
-
66
(ii) Geographical segments
The Group operates mainly in Malaysia and Singapore. In determining the geographical segments of the Group, revenue
is based on the geographical location of customers. Total assets and capital expenditure are based on the geographical
location of assets:
Revenue
Segment assets
Capital expenditure
2005
2004
2005
2004
2005
2004
RM’000
RM’000
RM’000
RM’000
RM’000
RM’000
Malaysia
Singapore
Others
152,251
29,463
10,323
121,891
22,181
6,427
154,807
15,969
3,327
151,340
10,109
1,265
16,394
2,436
259
4,839
750
81
192,037
150,499
174,103
162,714
19,089
5,670
Inter segment pricing is determined on an arm’s length basis under terms, conditions and prices not materially different
from transactions with unrelated parties.
99
30 June 2005
39. SIGNIFICANT RELATED PARTY TRANSACTIONS
Group
2005
2004
RM’000
RM’000
Company
2005
2004
RM’000
RM’000
(i) Transactions with Directors:
Directors’ fees payable to:
- Chiang Sang Sem, Chiang Sang Bon,
Chiang Heng Kieng, Chiang Fong Tat
and Chong Chin Look
527
220
150
120
- Datuk Ng Peng Hay, Datuk Nik Hussain bin Nik Ali,
Dato’ Shahbudin bin Imam Mohamad,
Lim Fong Boon, Chiang Heng Pang,
Chiang Boon Tian, Chiang Fong Yee,
Chiang Sang Yau, Khoo Ju Pak,
Chew Siew Moy, Chan Fook Hong,
Lee Poh Seong, Leong Tat Yan,
Chong See Moi, and Lim Kwee Lian
546
262
120
120
Directors’ emoluments other than fees payable to:
- Chiang Sang Sem, Chiang Sang Bon,
Chiang Heng Kieng, Chiang Fong Tat
and Chong Chin Look
852
1,072
14
14
Directors’ emoluments other than fees payable to:
- Chiang Heng Pang, Chiang Boon Tian,
Chiang Sang Yau, Chiang Fong Yee
Khoo Ju Pak, Chew Siew Moy,
Chan Fook Hong, Lee Poh Seong,
Yong Siew Moi, Lee Chong Eng,
Leong Tat Yan, Chong See Moi
and Lim Kwee Lian
1,804
1,450
-
-
(ii) Inter-company transactions:
Company
2005
2004
RM’000
RM’000
Interest income receivable from subsidiary companies
Rental income received from subsidiary companies
Gross dividends received from subsidiary companies
1,129
2,018
2,100
240
1,968
1,525
The above transactions are entered into in the ordinary course of business and have been established under negotiated
terms.
100
(223934-T)
30 June 2005
40. CAPITAL COMMITMENTS
Group
2005
RM’000
2004
RM’000
3,320
1,857
1,108
764
5,177
1,872
2005
RM’000
2004
RM’000
Corporate guarantees
91,078
99,077
The Company is contingently liable for the following banking facilities utilised by
the subsidiary companies
- secured
- unsecured
15,942
26,862
16,896
20,294
42,804
37,190
Authorised and contracted for:
Property, plant and equipment
41. CONTINGENT LIABILITIES
Company
Unsecured
42. FINANCIAL INSTRUMENTS
(a) Interest rate risk
The table below summarises the carrying amount of the Group’s and the Company’s financial asset and liabilities,
categorised by their maturity dates, which represent the Group’s and the Company’s exposure to interest rate risk:
Group
Not later
than
1 year
RM’000
Financial asset
Fixed deposits
Financial liabilities
Revolving credits
Bank overdrafts
Term loans
Later than
1 year and
not later than Later than
5 years
5 years
RM’000
RM’000
Total
RM’000
2,115
-
-
2,115
29,103
4,450
494
6,037
1,482
1,095
31,482
59
297
29,103
4,450
1,648
6,037
33,261
41,566
32,577
356
74,499
30 June 2005
42. FINANCIAL INSTRUMENTS (CONT’D)
(a) Interest rate risk (cont’d)
Company
Later than
1 year and
not later than
5 years
RM’000
Total
RM’000
22
437
30,000
22
30,437
459
30,000
30,459
Not later
than
1 year
RM’000
Bank overdrafts
Term loans
The effective annual interest rates of the financial assets and liabilities of the Group and the Company are as follows:
Group
2005
%
2004
%
Company
2005
2004
%
%
Financial assets
Fixed deposits
Amount owing by subsidiary company
2.94
-
3.18
-
2.53
7.90
2.56
7.75
Revolving credits
Bank overdrafts
Term loans
3.77
6.90
7.49
7.07
7.04
3.27
7.00
8.40
7.50
8.10
7.06
7.90
6.75
7.90
(b) Foreign currency risk
During the financial year, the Company entered into foreign currency forward contracts to manage exposures to currency
risk for payables where the payables are denominated in currencies other than the functional currency of the Company.
The fair value and maturity date of the forward foreign exchange contracts outstanding as at 30 June 2005 are as
follows:
Purchase contracts used to hedge anticipated purchases
Currency
Maturity
Contract
amount
in foreign
currency
US Dollar
Euro
within 1 month
within 3 months
8,096
38,908
Fair value
as at
30 June 2005
RM
Unrecognised
gain
RM
30,763
178,543
231
The unrecognised gain as at 30 June 2005 on the open contracts are deferred and will be recognised when the related
purchases are transacted, at which time they are included in the measurement of the transactions.
101
102
(223934-T)
30 June 2005
42. FINANCIAL INSTRUMENTS (CONT’D)
(c) Fair values
The carrying amounts of the financial instruments of the Group and of the Company as at balance sheet date approximate
their fair values except as set out below:
Group
Company
Carrying
Fair
Carrying
Fair
amount
value
amount
value
RM’000
RM’000
RM’000
RM’000
As at 30 June 2005
Long term unquoted investments
Amounts owing by
- associated company
3,131
#1
3,000
#1
186
-
#2
-
26,266
186
6,267
#2
#2
#2
3,131
#1
3,000
#1
185
-
#2
-
24,536
185
6,086
#2
#2
#2
As at 30 June 2004
Long term unquoted investments
Amounts owing by
- associated company
#1 It is not practical to estimate the fair value of the long term unquoted investments because of the lack of quoted
market prices and the inability to estimate fair value without incurring excessive costs. The Directors believe that
the carrying amount will not be significantly different from the recoverable amount.
#2 It is also not practical to estimate the fair value of amounts owing by/to subsidiary companies and associated
company. This is principally due to the lack of fixed repayment terms and the inability to estimate fair value without
incurring excessive costs. However, the Company does not anticipate the carrying amounts recorded at the balance
sheet date to be significantly different from the values that would eventually be received or settled.
The following methods and assumptions are used to determine the fair value of financial instruments:
(a) The carrying amounts of the financial assets and liabilities maturing within 12 months approximate their fair values
due to the relatively short term maturity of these financial instruments issued.
(b) The fair value of term loans is estimated based on the current market rates offered for loans of the similar nature.
(d) Credit risk
As at 30 June 2005, the Group has trade receivables of RM12,389,075 which have been outstanding for more than 90
days. Based on the Group’s historical experience in the collection of trade receivables, the Directors have made the
necessary allowance for doubtful debts in the financial statements. Other than as mentioned, the Group has no significant
concentration of credit risk. The maximum exposures to credit risk are represented by the carrying amounts of the
financial assets in the balance sheets.
In respect of the deposits, cash and bank balances placed with major financial institutions in Malaysia and Singapore,
the Directors believe that the possibility of non performance by these financial institutions is remote on the basis of their
financial strength.
103
30 June 2005
43. NUMBER OF EMPLOYEES AND STAFF COSTS
Group
2005
The number of employees, including Executive Directors,
at the end of the financial year
824
2004
659
Company
2005
2004
10
10
The total staff costs recognised in the income statement are as follows:
Group
2005
2004
RM’000
RM’000
Salaries and wages
Defined contribution retirement plan
Termination benefits
Others
Company
2005
2004
RM’000
RM’000
17,584
2,443
10
5,075
14,643
2,039
102
4,332
14
-
135
15
1
25,112
21,116
14
151
44. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(i) On 1 July 2004, the Company acquired the entire equity interest in Armani Context Sdn. Bhd. comprising 2 ordinary
shares of RM1.00 each for a total cash consideration of RM2.00.
(ii) On 5 July 2004, the Company acquired the entire equity interest in Daily Frontier Sdn. Bhd. comprising 2 ordinary
shares of RM1.00 each for a total cash consideration of RM2.00.
(iii) On 16 August 2004, the Company’s wholly-owned subsidiary, Dominion Directions Sdn. Bhd. (“DDSB”) disposed 37,500
ordinary shares of RM1.00 each representing 5% equity interest in VR Directions Sdn. Bhd. (“VRDSB”) to an existing
shareholder of VRDSB, for a total cash consideration of RM37,500. DDSB’s equity interest in VRDSB was reduced from
75% to 70% after the disposal.
(iv) On 8 October 2004, the Company’s wholly-owned subsidiary, Daily Frontier Sdn. Bhd. (“DFSB”) had entered into a
Distributorship Agreement with Azizia Panda Trading Company Ltd (“Azizia”), a limited liability company incorporated
under the laws of Kingdom of Saudi Arabia for the appointment of Azizia as the exclusive distributor to market, promote
and sell the Group’s products in the Kingdom of Saudi Arabia upon the terms and conditions contained therein.
(v) On 20 April 2005, the Company acquired 30% equity interest in Kin Sheng International Trading Co. Limited (“KSIT”)
comprising 3,000 ordinary shares of HKD1.00 each for a total cash consideration of HKD3,000.00.
Subsequently on 30 May 2005, the Company acquired the remaining 7,000 ordinary shares of HKD1.00 each representing
70% equity interest in KSIT for a total cash consideration of HKD11,800.00.
(vi) On 6 June 2005, the Company acquired 1 ordinary share of RM1.00 representing 50% equity interest in Banyan Sutera
Sdn. Bhd., for a total cash consideration of RM1.00.
104
(223934-T)
30 June 2005
45. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
(i) On 15 August 2005, a subsidiary company, Banyan Sutera Sdn. Bhd. (“BSSB”) increased its authorised share capital from
RM100,000 to RM2,000,000 comprising 2,000,000 ordinary shares of RM1.00 each and increased its issued and paid-up
share capital from RM2 to RM500,000 via an allotment of 499,998 ordinary shares of RM1.00 each for cash. The Company
subscribed 399,999 ordinary shares of RM1.00 each for a total cash consideration of RM399,999. The Company’s equity
interest in BSSB was increased from 50% to 80% after the said subscription.
(ii) On 22 August 2005, the Company’s subsidiary, Mcore Sdn. Bhd. had subscribed 299,998 ordinary shares of RM1.00 each
representing 60% equity interest in Apex Marble Sdn. Bhd., for a total cash consideration of RM299,998.
46. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS
These financial statements were authorised for issue by the Board of Directors on 20 October 2005.
shareholdings statistics
as at 20 October 2005
ANALYSIS OF SHAREHOLDINGS
Authorised Share Capital
Issued and Fully Paid-up Share Capital
Class of Shares
Voting Rights
:
:
:
:
RM100,000,000
RM42,504,900
Ordinary Shares of RM1.00 each
One (1) vote per Ordinary Share
No. of
Shareholders
%
No. of
Shares
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% of issued shares and above
26
808
1,151
159
16
3
1.20
37.36
53.21
7.35
0.74
0.14
571
763,192
4,235,778
4,756,096
9,894,066
22,855,197
*
1.80
9.96
11.19
23.28
53.77
Total
2,163
100.00
42,504,900
100.00
No. of Shares
%
16,165,664
7,323,333
2,775,500
38.03
17.23
6.53
Size of Shareholdings
%
* Negligible
SUBSTANTIAL SHAREHOLDERS
Name
Bonia Holdings Sdn Bhd
Permodalan Nasional Berhad
Sudisama Sdn Bhd
DIRECTORS’ SHAREHOLDINGS
Shareholdings
Name
Chiang Sang Sem
Chiang Fong Yee
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Datuk Nik Hussain Bin Nik Ali
Datuk Ng Peng Hay
Dato’ Shahbudin Bin Imam Mohamad
Lim Fong Boon
Direct
236,000
78,000
23,000
100,000
83,000
-
%
0.56
0.18
0.05
0.24
0.20
-
Indirect
16,649,664*
1,105,233#
-
%
39.17
2.60
-
*
Deemed interested through his substantial shareholdings in Bonia Holdings Sdn Bhd, Kontrak Kosmomaz Sdn Bhd and
through his spouse.
#
Deemed interested through his substantial shareholdings in Nissin Sdn Bhd and through his spouse.
105
106
(223934-T)
shareholdings statistics (cont’d)
THIRTY (30) LARGEST SHAREHOLDERS
Name
1.
AmSec Nominees (Tempatan) Sdn Bhd
No. of Shares
%
10,531,864
24.78
7,323,333
5,000,000
17.23
11.76
1,576,500
1,294,833
1,199,000
910,900
3.71
3.04
2.82
2.14
846,700
1.99
633,800
630,000
504,000
1.49
1.48
1.18
475,233
474,000
406,100
236,000
220,000
217,000
160,000
110,000
100,000
100,000
98,266
97,000
95,000
87,000
86,000
83,000
81,666
1.12
1.12
0.96
0.56
0.52
0.51
0.38
0.26
0.24
0.24
0.23
0.23
0.22
0.20
0.20
0.20
0.19
81,503
81,000
0.19
0.19
33,739,698
79.38
AmBank (M) Berhad for Bonia Holdings Sdn Bhd
2.
3.
Permodalan Nasional Berhad
Alliancegroup Nominees (Tempatan) Sdn Bhd
4.
5.
6.
7.
Sudisama Sdn Bhd
Chiang Sang Yau
Sudisama Sdn Bhd
RHB Nominees (Asing) Sdn Bhd
GK Goh SPL for C R Fashion Pte Ltd
8.
Alliancegroup Nominees (Tempatan) Sdn Bhd
Pheim Asset Management Sdn Bhd for Employees Provident Fund
9. Bonia Holdings Sdn Bhd
10. Nik Hatmah Binti Nik Hassan
11. Mayban Securities Nominees (Tempatan) Sdn Bhd
Lau Hock Lee
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
Nissin Sdn Bhd
Kontrak Kosmomaz Sdn Bhd
Chan Fook Hong
Chiang Sang Sem
Chin Chin Seong
Yong Tian Yang
Tan Khai Teck
Rajadevan A/L Vamadevan
Chong Chin Look
Chong See Moi
Kwan Yoong Yu
Lau Ka Sui Enterprise
Leong Kam Chee
Lim Sang Hee
Leong Low Pew
Chiang Fong Tat
PRB Nominees (Tempatan) Sdn Bhd
Rubber Industry Smallholders Development Authority
29. Yong Lee Seong
30. Cimsec Nominees (Tempatan) Sdn Bhd
Ing Asia Private Bank Limited For Gan Eng Jin Aly
Total
ANALYSIS OF WARRANT HOLDINGS
No. of Warrants Issued
No. of Warrants Exercised todate
No. of Warrants Outstanding
Class of Securities
:
:
:
:
20,933,500
637,900
20,295,600
Warrants 2005/2008
No. of
Warrant Holders
%
No. of
Warrants
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of outstanding Warrants
5% and above of outstanding Warrants
3
489
363
88
16
3
0.31
50.83
37.74
9.15
1.66
0.31
133
350,449
1,515,733
2,341,450
5,205,616
10,882,219
*
1.72
7.47
11.54
25.65
53.62
Total
962
100.00
20,295,600
100.00
Size of Warrant Holdings
%
* Negligible
DIRECTORS’ WARRANT HOLDINGS
Warrant holdings
Name
Chiang Sang Sem
Chiang Fong Yee
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Datuk Nik Hussain Bin Nik Ali
Datuk Ng Peng Hay
Dato’ Shahbudin Bin Imam Mohamad
Lim Fong Boon
Direct
678,900
30,000
50,500
45,000
-
%
3.34
0.15
0.25
0.22
-
*
Deemed interested through Bonia Holdings Sdn Bhd and Kontrak Kosmomaz Sdn Bhd.
#
Deemed interested through Nisssin Sdn Bhd and through his spouse.
Indirect
9,920,419*
552,616#
-
%
48.88
2.72
-
107
108
(223934-T)
THIRTY (30) LARGEST WARRANT HOLDERS
Name
1.
2.
3.
4.
Sudisama Sdn Bhd
Kontrak Kosmomaz Sdn Bhd
RHB Nominees (Asing) Sdn Bhd
No. of Warrants
%
8,491,819
1,363,800
1,026,600
1,000,000
41.84
6.72
5.06
4.93
678,900
660,400
402,000
315,000
313,900
259,700
252,000
3.35
3.25
1.98
1.55
1.55
1.28
1.24
237,616
200,000
200,000
1.17
0.99
0.99
176,700
0.87
140,000
0.69
138,000
121,400
110,000
100,000
100,000
86,000
70,000
0.68
0.60
0.54
0.49
0.49
0.42
0.34
60,500
55,000
50,500
50,000
0.30
0.27
0.25
0.25
49,700
45,000
45,000
0.24
0.22
0.22
16,799,535
82.77
GK Goh SPL for C R Fashion Pte Ltd
5.
6.
7.
8.
9.
10.
11.
Chiang Sang Sem
Sudisama Sdn Bhd
Nik Hatmah Binti Nik Hassan
Low Lay Ping
E Pian
Mayban Securities Nominees (Tempatan) Sdn Bhd
Lau Hock Lee
12. Nissin Sdn Bhd
13. Chen Lee Keat
14. HDM Nominees (Tempatan) Sdn Bhd
Lau Kwai
15. Public Nominees (Tempatan) Sdn Bhd
Lee Seng Hooi @ Lee Hoi
16. Mayban Nominees (Tempatan) Sdn Bhd
Chooi Wan Yuet
17.
18.
19.
20.
21.
22.
23.
Leong Kam Chee
Yong Tian Yang
Chin Chin Seong
Align Parade Sdn Bhd
Ho Chu Chai
Liew Yoon Yee
Public Nominees (Tempatan) Sdn Bhd
24.
25.
26.
27.
Heng Moy Lan
Rajadevan A/L Vamadevan
Chong Chin Look
HLB Nominees (Tempatan) Sdn Bhd
Wong Ah Choon
Tey Tian Foo
28. Kwan Yoong Yu
29. Chiang Fong Tat
30. Chong See Moi
Total
list of properties
held by the Group as at 30 June 2005
Location of Property
Description
Tenure
Existing
Use
Age of
Building
(Year)
Land
Area
(Sq Ft)
Net Book
Value
RM’000
Date
of
Acquisition
ATALY INDUSTRIES SDN BHD
HS(D) No. 55365 Lot No. 21085
No. 60, Jalan Kilang Midah
Taman Midah, Cheras
56000 Kuala Lumpur
Industrial
Building
Freehold
Warehouse
25
15,600
721
31/8/91
2-storey
Terrace House
Freehold
Hostel
23
1,540
108
21/5/92
Apartment
Freehold
Rented Out
19
1,285
82
27/2/93
6-storey
Office cum
Warehouse
Freehold
Office cum
Warehouse
7
24,374
17,421
1/12/98
QT No. 85228 Lot No. 2794
UG-51, Upper Ground Floor
Plaza Phoenix
Batu 6, Jalan Cheras
56000 Kuala Lumpur
Shopping
Complex Lot
Freehold
Vacant
11
432
150
17/5/93
PN No. 1339 Lot No. 385
Unit 2B, 3.04 & 3.05
KOMTAR Shopping Complex
10000 Pulau Pinang
Shopping
Complex Lot
Leasehold
(Expiring
in 2084)
Boutique
19
1,806
2,145
29/8/94
PN No. 1339 Lot No. 385
Unit C2, 4.03B
KOMTAR Shopping Complex
10000 Pulau Pinang
Office Lot
Leasehold
(Expiring
in 2092)
Office
19
1,134
309
31/12/94
Lot No. PT 428 HS (M) 387
Lot 18, Merlimau Industrial Estate
Phase ll 77300 Merlimau
Melaka
Industrial Land
and Building
Leasehold
(Expiring in
2085)
Office cum
Factory
19
135,100
1,337
7/2/89
Lot No. PT 683 HS (D) 1499
No. 1483, Jalan Jasin
Tmn Bunga Muhibbah
77300 Merlimau, Melaka
Single-Storey
Semi-detached
House
Freehold
Hostel
13
3,199
82
12/6/92
Lot No. PT 727 HS(D) 49940
No. G-7, 1-7, 2-7, 3-7,
Jalan PM 10, Plaza Mahkota,
Bandar Hilir
75000 Melaka
4-storey
Shop-lot
Leasehold
(Expiring in
2101)
Office cum
Warehouse
3
1,324
512
20/6/05
Lot No. PT 728 HS(D) 49941
No. G-5, 1-5, 2-5, 3-5,
Jalan PM 10, Plaza Mahkota,
Bandar Hilir
75000 Melaka
4-storey
Shop-lot
Leasehold
(Expiring in
2101)
Office cum
Warehouse
3
1,324
512
20/6/05
CT No 28834 PT No. 20501
No. 29, Jalan Budiman
Taman Midah, Cheras
56000 Kuala Lumpur
HS(D) No. 27879-27880, 27882-27885
Lot No. 19536 & 19537, 19539-19542
2G, Jasmine Court
100, Jalan Midah Timur
Taman Midah, Cheras
56000 Kuala Lumpur
Grant No. 50053
Lot No. 50644
No. 62, Jalan Kilang Midah
Taman Midah, Cheras
56000 Kuala Lumpur
CB HOLDINGS (MALAYSIA) SDN BHD
LONG BOW MANUFACTURING SDN BHD
109
110
(223934-T)
list of properties (cont’d)
held by the Group as at 30 June 2005
Location of Property
Description
Tenure
Existing
Use
Age of
Building
(Year)
Land
Area
(Sq Ft)
Net Book
Value
RM’000
Date
of
Acquisition
LUXURY PARADE SDN BHD
HS(D) No. 72947 PT No. 3865
No. 3, Jalan 8/146, The Metro Centre
Bandar Tasik Selatan
57000 Sungai Besi
Kuala Lumpur
6-storey
Shop-lot
Leasehold
(Expiring
in 2087)
Rented Out
(Partially)
7
1,920
1,750
10/1/95
HS(D) No. 72948 PT No. 3866
No. 5, Jalan 8/146, The Metro Centre
Bandar Tasik Selatan
57000 Sungai Besi
Kuala Lumpur
6-storey
Shop-lot
Leasehold
(Expiring
in 2087)
Rented Out
(Partially)
7
1,920
1,750
10/1/95
HS(D) No. 59989-59990
PT 12201-12202
Unit No. G61 The Summit
Persiaran Kewajipan
USJ 1, UEP-Subang Jaya
46700 Subang Jaya
Selangor Darul Eshan
Shopping
Complex Lot
Freehold
Rented Out
7
1,020
1,220
16/1/95
HS(D) No. 182 PT SEK 4
Unit No. G0.07,
Plaza Bukit Mertajam
566, Jalan Arumugam Pillai
14000 Bukit Mertajam
Pulau Pinang
Shopping
Complex Lot
Freehold
Rented Out
7
1,038
778
19/3/95
HS(D) No. 55098 PT 4
Unit No. 1.48, Level 3
Plaza Uncang Emas
No. 85, Jalan Loke Yew
55200 Kuala Lumpur
Shopping
Complex Lot
Leasehold
(Expiring
in 2086)
Rented Out
8
1,098
660
26/5/95
Condominium
Covered &
Uncovered
Car Parks
Freehold
Under
Construction
N.A
23,188
1,996
03/02/05
Office Lot
Freehold
Office cum
Warehouse
7 months
28,540
6,992
06/01/05
HS(D) No. 76874-76878 PT 92-96
Unit No. L1-046 Plaza Rakyat
Pudu, Kuala Lumpur
Shopping
Complex Lot
Leasehold
(Expiring
in 2081)
Under
Construction
N.A.
524
-
23/5/96
Unit No. GF-13
Bayan Bay Shopping Mall
Pulau Pinang
(Reclaimed Land)
Shopping
Complex Lot
Leasehold
(99 years)
Under
Construction
N.A.
495
-
3/4/96
Residential/
Commercial
Land
Freehold
Project
Under
Construction
N.A.
622,639
10,343
12/7/96
HS(D) No. 102558 PT8202
187 Units of Parking Bay
Angkasa Condominium
Mukim of Petaling
District of Wilayah Persekutuan
Wilayah Persekutuan
HS(D) No. 102556 PT8200
3rd, 4th, 5th & 6th Floor, Asmah Tower
Mukim of Petaling
Wilayah Persekutuan
PASTI ANGGUN SDN BHD
HS(D) No. 102557 PT8201
HS(D) No. 102558 PT8202 &
HS(D) No. 102559 PT8203
Mukim of Petaling
Wilayah Persekutuan
notice of annual general meeting
NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the Company will be held at Level 14, West Tower,
Bronx V Meeting Room, Berjaya Times Square Hotel & Convention Center, No. 1 Jalan Imbi, 55100 Kuala Lumpur on Wednesday,
21 December 2005 at 11.00 a.m. for the transaction of the following businesses:AS ORDINARY BUSINESS
1.
To receive the Directors’ Report and the Audited Financial Statements for the financial year ended 30 June
2005 together with the Auditors’ Report thereon.
Resolution 1
2.
To declare a First and Final Dividend of 8% less 28% Income Tax and Special Dividend of 2% less 28%
Income Tax for the financial year ended 30 June 2005.
Resolution 2
3.
To approve the payment of Directors’ fees for the financial year ended 30 June 2005.
Resolution 3
4.
To re-appoint Datuk Nik Hussain Bin Nik Ali pursuant to Section 129 (6) of the Companies Act 1965 (“the
Act”), as Director of the Company to hold office until the conclusion of the next Annual General Meeting.
Resolution 4
5.
To re-elect the following Directors who retire pursuant to Article 96 of the Articles of Association of the
Company: -
6.
(i) Mr Chiang Sang Sem
Resolution 5
(ii) Mr Chong Chin Look
Resolution 6
(iii) Datuk Ng Peng Hay
Resolution 7
To re-appoint Messrs BDO Binder as Auditors of the Company and to authorise the Directors to fix their
remuneration.
Resolution 8
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions with or without amendments or modifications as
Ordinary Resolutions of the Company: 7.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF
REVENUE OR TRADING NATURE WITH MR BOONNAM BOONNAMSAP AND MRS SIRIWAN
BOONNAMSAP
“THAT pursuant to Paragraph 10.09, Chapter 10 and Practice Note 12/2001 of the Listing Requirements of
Bursa Malaysia Securities Berhad, the Company and its subsidiaries be and are hereby authorised to
enter into and give effect to the recurrent related party transactions of revenue or trading nature with
Mr Boonnam Boonnamsap and Mrs Siriwan Boonnamsap as set out in Section 2.3 of the Circular dated
24 November 2005 provided that such transactions and/or arrangements are:
(i) necessary for the day-to-day operations;
(ii) undertaken in the ordinary course of business and at arm’s length basis and on normal commercial
terms which are not more favourable to the related parties than those generally available to the public;
and
(iii) are not detrimental to the minority shareholders of the Company;
(collectively known as the “Shareholders’ Mandate”)
AND THAT disclosure is made in the Annual Report of the breakdown of the aggregate value of the
transactions conducted pursuant to the Shareholders’ Mandate during the financial year based on the type
of recurrent transactions made and the related parties involved,
AND THAT the authority conferred by such authorisation shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless
by a resolution passed at the meeting, the authority is renewed;
Resolution 9
111
112
(223934-T)
notice of annual general meeting (cont’d)
(ii) the expiration of the period within which the next Annual General Meeting after that date is required
to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is earlier,
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts
and things, including executing such documents as may be required as they may consider expedient or
necessary to give effect to the Shareholders’ Mandate.”
8.
PROPOSED SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS
OF REVENUE OR TRADING NATURE WITH MR JUNTO SUNARSO
Resolution 10
“THAT pursuant to Paragraph 10.09, Chapter 10 and Practice Note 12/2001 of the Listing Requirements
of Bursa Malaysia Securities Berhad, the Company and its subsidiaries be and are hereby authorised to
enter into and give effect to the recurrent related party transactions of revenue or trading nature with
Mr Junto Sunarso as set out in Section 2.3 of the Circular dated 24 November 2005 provided that such
transactions and/or arrangements are:
(i) necessary for the day-to-day operations;
(ii) undertaken in the ordinary course of business and at arm’s length basis and on normal commercial
terms which are not more favourable to the related parties than those generally available to the
public; and
(iii) are not detrimental to the minority shareholders of the Company;
(collectively known as the “Shareholders’ Mandate”)
AND THAT disclosure is made in the Annual Report of the breakdown of the aggregate value of the
transactions conducted pursuant to the Shareholders’ Mandate during the financial year based on the
type of recurrent transactions made and the related parties involved,
AND THAT the authority conferred by such authorisation shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless
by a resolution passed at the meeting, the authority is renewed;
(ii) the expiration of the period within which the next Annual General Meeting after that date is required
to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in general meeting;
whichever is earlier,
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts
and things, including executing such documents as may be required as they may consider expedient or
necessary to give effect to the Shareholders’ Mandate.”
9.
AUTHORITY TO ISSUE SHARES
“THAT pursuant to Section 132D of the Act, and subject to the approvals of the relevant governmental
and/or regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company
at any time and upon such terms and conditions, for such purposes as the Directors may, in their absolute
discretion deem fit, provided that the aggregate number of shares issued in any one financial year of the
Company does not exceed ten per centum (10%) of the issued share capital of the Company for the time
being and that the Directors be and are hereby also empowered to obtain approval for the listing of and
quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority
shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
10. To transact any other ordinary business of which due notice shall have been received.
Resolution 11
notice of annual general meeting (cont’d)
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders at the Fourteenth Annual General Meeting, the
First and Final Dividend of 8% less 28% Income Tax and Special Dividend of 2% less 28% Income Tax in respect of the financial
year ended 30 June 2005 shall be paid on 18 January 2006 to the shareholders registered in the Record of Depositors at the
close of business on 30 December 2005.
A Depositor shall qualify for the entitlement to the dividend only in respect of: a)
Shares transferred into the Depositor’s Securities Account before 4.00 p.m. on 30 December 2005 in respect of ordinary
transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis accordingly to the Rules of Bursa
Malaysia Securities Berhad.
By Order of the Board
TING OI LING
TEOH KOK JONG
Company Secretaries
Kuala Lumpur
24 November 2005
Notes:
1.
A member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his place. A proxy
need not be a member of the Company.
2.
The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under
its common seal or attorney duly authorised in that behalf.
3.
All proxies must be deposited at the Company’s Registered Office situated at Suite 13A-2 Menara Uni Asia, 1008 Jalan Sultan Ismail,
50250 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting or at any adjournment thereof.
Explanatory Notes On Special Business
Ordinary Resolutions 9 and 10
The Proposed Ordinary Resolutions 9 and 10, if passed, will allow the Company and its subsidiary companies to enter into
recurrent related party transactions of revenue or trading nature with those related parties as set out in Section 2.3 of the
Circular dated 24 November 2005, which are necessary for the Group’s day to day operations and are in the ordinary course of
business and on normal commercial terms which are not more favourable to the related parties than those generally available to
the public and are not to the detriment of the minority shareholders of the Company.
Details on the shareholders’ mandate for the recurrent related party transactions of revenue or trading nature are set out in the
Circular dated 24 November 2005 enclosed together with this Annual Report.
Ordinary Resolution 11
The Proposed Ordinary Resolution 11, if passed, is to empower the Directors to issue shares in the Company up to an amount
not exceeding in total ten per centum (10%) of the issued share capital of the Company for such purposes as the Directors
consider would be in the interest of the Company. This would avoid any delay and cost involved in convening a general meeting
to approve such an issue of shares. This authority will, unless revoked or varied by the Company at a General Meeting, expire
at the conclusion of the next Annual General Meeting or the expiration of the period within which the next Annual General
Meeting is required by law to be held, whichever is the earlier.
113
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(223934-T)
statement accompanying
the notice of annual general meeting
pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad
1.
The Directors who are standing for re-appointment or re-election at the Fourteenth Annual General Meeting
a) The Director standing for re-appointment pursuant to Section 129(6) of the Companies Act, 1965 is:(i) Datuk Nik Hussain Bin Nik Ali
b) The Directors standing for re-election pursuant to Article 96 of the Articles of Association of the Company are:(i) Mr Chiang Sang Sem
(ii) Mr Chong Chin Look
(iii) Datuk Ng Peng Hay
The profiles of the above Directors are set out in the section entitled “Profile of Directors” on pages 5 to10. Their respective
shareholdings in the Company and its subsidiaries are set out in the section entitled “Shareholdings Statistics” on pages
105 to 108.
2.
The Details of Attendance of the Directors at Board Meetings
The details of attendance of each Director at the Board Meetings are set out on page10 .
3.
The Date, Time and Place of the Annual General Meeting
The Fourteenth Annual General Meeting of the Company will be held as follows:Date
Time
Place
21 December 2005
Wednesday
11.00 a.m.
Level 14, West Tower
Bronx V Meeting Room
Berjaya Times Square Hotel & Convention Center
No. 1 Jalan Imbi
55100 Kuala Lumpur
proxy form
(223934-T)
I/We
(BLOCK LETTERS)
of
being a member/members of BONIA CORPORATION BERHAD hereby appoint
(I/C No.:
) 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 Fourteenth Annual
General Meeting of the Company to be held at Level 14, West Tower, Bronx V Meeting Room, Berjaya Times Square Hotel &
Convention Center, No. 1 Jalan Imbi, 55100 Kuala Lumpur on Wednesday, 21 December 2005 at 11.00 a.m. and at any adjournment
thereof, as indicated below:No.
Ordinary Resolutions
For
1.
Adoption of Audited Financial Statements and Reports
2.
Declaration of First and Final Dividend
3.
Approval for the payment of Directors’ fees
4.
Re-appointment of Datuk Nik Hussain Bin Nik Ali as Director
5.
Re-election of Mr Chiang Sang Sem as Director
6.
Re-election of Mr Chong Chin Look as Director
7.
Re-election of Datuk Ng Peng Hay as Director
8.
Re-appointment of Auditors, BDO Binder
9.
Proposed Shareholders’ Mandate for recurrent related party transactions of revenue
or trading nature with Mr Boonnam Boonnamsap and Mrs Siriwan Boonnamsap
10.
Proposed Shareholders’ Mandate for recurrent related party transactions of revenue
or trading nature with Mr Junto Sunarso
11.
Authority to Issue Shares
Against
Please indicate with a ( √ ) in the appropriate box against the resolution how you wish your vote to be cast. If no specific direction
as to voting is given, the proxy will vote or abstain at his discretion.
No. of Shares
Signature/Seal of the Shareholder:
CDS Account No.
Date:
Notes:
1. A member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his place. A proxy
need not be a member of the Company.
2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under
its common seal or attorney duly authorised in that behalf.
3. All proxies must be deposited at the Company’s Registered Office situated at Suite 13A-2 Menara Uni Asia, 1008 Jalan Sultan Ismail,
50250 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting or at any adjournment thereof.
115
Fold here
AFFIX
STAMP
THE COMPANY SECRETARY
SUITE 13A-2 MENARA UNI ASIA
1008 JALAN SULTAN ISMAIL
50250 KUALA LUMPUR
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