profile of directors

Transcription

Kaleidoscope – any colourful and constantly changing scene or succession of events.
And what more fitting word to describe Bonia’s colourful and futuristic world of cities.
Where the exciting and vibrant colours and textures of contemporary fashion blend or clash,
depending on the everchanging rhythm and mood of city life. Which in turn is dependent on
the weather, the environment, or time of day!
So be prepared to have your breath taken away by BONIA’s CITY KALEIDOSCOPE. Enjoy
the refreshing clash of bold primary colours in all their rich vibrancy with the soothing shades
of pastel. Feel the rough blending in perfect harmony with the smooth. Hot reds with cool
blues. Corduroy with silks and satins.
Gentle dawn hues contrasting with flashing neon lights in a shimmering night sky.
The heart of the city awaits you. Come and be dazzled by BONIA’s CITY KALEIDOSCOPE!
contents
002 corporate information
003 corporate structure
005 profile of directors
013 statement on corporate governance
024 audit committee report
029 additional compliance information
031 statement on internal control
032 directors’ responsibility statement
034 chairman’s statement
037 penyata pengerusi
040 主席献词
043 five-year group financial highlights
044 event highlights
048 financial statements
113 shareholding’s statistics
117 list of properties
119 notice of annual general meeting
121 statement accompanying the
notice of annual general meeting
proxy form
BONIA CORPORATION BERHAD (223934-T) | ANNUAL REPORT 2006
02
CORPORATE
INFORMATION
BOARD OF DIRECTORS
Chiang Sang Sem
NOMINATION
COMMITTEE
(Group Executive Chairman)
Datuk Ng Peng Hong @ Ng Peng Hay
(Chairman)
Chiang Fong Yee
(Alternate Director to Mr Chiang Sang Sem)
Lim Fong Boon
(Member)
Chiang Heng Kieng
Chiang Heng Kieng
(Member)
(Group Managing Director)
Chiang Sang Bon
(Group Executive Director)
Chong Chin Look
(Group Finance Director)
REMUNERATION
COMMITTEE
Dato’ Shahbudin Bin Imam Mohamad
(Chairman)
Chiang Fong Tat
(Member)
(Group Executive Director)
Lim Fong Boon
(Member)
Datuk Nik Hussain Bin Nik Ali
(Independent Non-Executive Director)
COMPANY
SECRETARIES
Ting Oi Ling
Teoh Kok Jong
(Non-Independent Non-Executive Director)
AUDITORS
Lim Fong Boon
BDO Binder
Chartered Accountants
AUDIT COMMITTEE
REGISTERED OFFICE
(Chairman)
Suite 13A-2 Menara Uni.Asia
1008 Jalan Sultan Ismail
50250 Kuala Lumpur
Tel : 03 - 2697 7611
Fax : 03 - 2697 7311
Chong Chin Look
(Member)
Lim Fong Boon
(Member)
SHARE REGISTRAR
Bina Management (M) Sdn Bhd
Lot 10 The Highway Centre
Jalan 51/205
46050 Petaling Jaya
Selangor Darul Ehsan
Tel : 03 - 7784 3922
Fax : 03 - 7784 1988
STOCK EXCHANGE
LISTING
Second Board of
Bursa Malaysia Securities Berhad
ANNUAL REPORT 2006
| BONIA CORPORATION BERHAD (223934-T)
03
CORPORATE
STRUCTURE
MANUFACTURING
RETAILING
100%
Armani Context Sdn Bhd
100%
De Marts Marketing Sdn Bhd
100%
Long Bow Manufacturing Sdn Bhd
Interior design, advertising and promotion
Designing, promoting and marketing of fashionable
ladies’ footwear
Manufacturing and marketing of leather goods
100%
Ataly Industries Sdn Bhd
Distribution of fashionable goods through catalogue
selling
100%
CB Marketing Sdn Bhd
leather goods
100%
CB Franchising Sdn Bhd
Franchising of leather goods and apparels
100%
CR Boutique Sdn Bhd
Distribution of fashionable goods through boutiques
100%
CRL Marketing Sdn Bhd
leather goods
100%
CRF Marketing Sdn Bhd
ladies’ footwear
100%
Dominion Directions Sdn Bhd
Marketing and distribution of men’s apparel and
accessories
100%
SB Directions Sdn Bhd
Marketing and distribution of fashionable
accessories
70%
VR Directions Sdn Bhd
Marketing and distribution of men’s apparel
and accessories and ladies’ apparel
100%
Eclat World Sdn Bhd
men‘s footwear
PROPERTY
DEVELOPMENT
100%
Future Classic Sdn Bhd
100%
BCB Properties Sdn Bhd
leather goods
Property development
100%
SB Boutique Sdn Bhd
Distribution of fashionable goods through boutiques
100%
SBFW Marketing Sdn Bhd
70%
Pasti Anggun Sdn Bhd
40%
Makabumi Sdn Bhd
Dormant
ladies’ footwear
100%
SBL Marketing Sdn Bhd
leather goods
100%
Active World Pte Ltd
Wholesaling and retailing of fashionable leather goods
and apparels
100%
Jetbest Enterprise Pte Ltd
Wholesaling, retailing, importing and exporting of
leather goods and accessories
100%
Kin Sheng International Trading Co Ltd
General trading and marketing of fashionable goods
80%
Banyan Sutera Sdn Bhd
Marketing and distribution of fashionable goods
100%
Daily Frontier Sdn Bhd
60%
Mcore Sdn Bhd
Marketing, distribution and export of fashionable
goods and accessories
Marketing and distribution of fashionable leather
goods
60%
Apex Marble Sdn Bhd
49%
BBA International Co Ltd
Marketing and distribution of fashionable leather
goods
PROPERTY
INVESTMENT
100%
CB Holdings (Malaysia) Sdn Bhd
Property investment and management services
100%
Luxury Parade Sdn Bhd
Property investment
04
ANNUAL REPORT 2006
05
PROFILE OF
DIRECTORS
MR CHIANG FONG YEE
aged 29, Malaysian
He was appointed to the Board on
18 February 2004 as Alternate Director
to Mr Chiang Sang Sem, the Group
Executive Chairman.
MR CHIANG SANG SEM
aged 53, Malaysian
He is the founder of BONIA. He was
appointed to the Board on 16 June
1994 as Executive Chairman of the
Company and holds the post of
Executive Chairman in several subsidiary
and related companies of the Company.
His involvement in the leather industry
spans a period of over 30 years. He
possesses in-depth knowledge, skills
and expertise in all aspects of the
leatherwear trade. He is responsible for
the overall business development and
formulating the Group’s strategic plans
and policies. To ensure that the Group
is very much in line with the trend of the
fashion and technological changes in
the leatherwear and fashion accessories
industry, he travels extensively to Italy,
France, Germany, Japan, Hong Kong,
Taiwan, China, Bangkok, Vietnam and
Indonesia. He does not have any other
directorships of public companies.
His brothers, Chiang Sang Bon, Chiang
Heng Kieng and his sons, Chiang Fong
Yee and Chiang Fong Tat, are also
members of the Board.
He obtained his Bachelor Degree in
Marketing and Statistic from Middlesex
University in the United Kingdom in 1999.
He joined the Group in February 2000 as
Marketing Executive and subsequently
he was promoted to the position of
Assistant
Business
Development
Manager of leatherwear division in
October 2002. He is responsible for
the development and implementation
of the marketing strategy and product
distribution functions of the leatherwear
division. He is also holds directorship in
several private companies in the Group
and other private limited companies. He
does not have any other directorships of
public companies.
His father, Chiang Sang Sem, his uncles,
Chiang Sang Bon, Chiang Heng Kieng
and his brother, Chiang Fong Tat, are
also members of the Board.
06
PROFILE OF
DIRECTORS (cont’d)
MR CHIANG HENG KIENG
aged 44, Malaysian
He was appointed to the Board
on 16 June 1994 and is the Group
Managing Director of the Company
and of its several other subsidiary and
related companies. He is a member
of the Nomination Committee. He is
extensively and directly involved in
day-to-day management, decisionmaking and operations of the Group. He
is responsible for the development and
implementation of the marketing strategy
and product distribution functions of
the Group. He is the President of the
Malaysian Retailer-Chains Association.
He does not have any other directorships
of public companies.
His brothers, Chiang Sang Sem, Chiang
Sang Bon and his nephews, Chiang
Fong Yee and Chiang Fong Tat, are also
MR CHIANG SANG BON
aged 51, Malaysian
16 June 1994 and is the Group Executive
Director of the Company. He started
his career with a leather manufacturer
in Singapore in 1974. Todate, he has
gained over 27 years’ vast experience
in technical skills in manufacturing of
leatherwear. In his current capacity, he
is responsible for the overall factory
and production operations. He is also
in-charge of product quality control. He
public companies.
His brothers, Chiang Sang Sem, Chiang
Heng Kieng and his nephews, Chiang
Fong Yee and Chiang Fong Tat, are also
MR CHONG CHIN LOOK
MR CHIANG FONG TAT
aged 43, Malaysian
aged 28, Malaysian
20 June 1994. He is the Group Finance
Director of the Company and holds a
position of Financial Controller of the
Group since 1992. He is responsible
for the overall financial and corporate
functions of the Group. He graduated
with a Bachelor of Economics degree
with a major in Business Administration
from the University of Malaya in 1987.
He is also a member of The Malaysian
Institute of Certified Public Accountants
(MICPA) and a Chartered Accountant
with the Malaysian Institute of
Accountants (MIA). Prior to his current
position, he was attached to KPMG
Peat Marwick, an international firm
of Chartered Accountants, where he
gained four and a half years experience
in auditing, accounting, taxation and
management consultancy. He is also a
member of both the Audit Committee
and ESOS Option Committee of
the Company. He currently holds
directorships in several subsidiaries
of the Company. He does not have
any other directorships of public
companies.
30 August 2004 as Executive Director.
He graduated with a Bachelor (Hons)
Degree in Marketing and Management
from Middlesex University in the United
Kingdom in 2000. He joined the Group
in July 2000 as Marketing Executive.
He was subsequently promoted to the
position of Brand Manager in menswear
and accessories division in October
2002. He is responsible for product
sourcing, research and development,
budgetary control and planning of
menswear and accessories division.
He currently holds directorships in
several private companies in the Group
and other private limited companies. He
public companies.
His father, Chiang Sang Sem, his uncles,
Chiang Sang Bon, Chiang Heng Kieng
and his brother, Chiang Fong Yee, are
also members of the Board.
ANNUAL REPORT 2006
07
08
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ANNUAL REPORT 2006
09
PROFILE OF
DIRECTORS (cont’d)
DATUK NIK HUSSAIN
BIN NIK ALI
D.J.M.K., P.M.K., aged 75, Malaysian
20 June 1994. He is an Independent
Non-Executive Director of the Company.
He is a Barrister at Law (London) and
a Senior Partner of Nik Hussain and
Partners. He has also served in the
government service for some 18 years
as Assistant District Officer, Magistrate,
President Session Court, Senior Federal
Counsel and Deputy Parliamentary
Draughtsman. His last post with the
Government was from 1971 to 1974
as the Registrar of Companies. During
his tenure of office in the Government,
he was a member of the former Capital
Issues Committee and the Foreign
Investment Committee.
DATUK NG PENG HONG @
NG PENG HAY
D.M.S.M., D.S.M., P.J.K., aged 54, Malaysian
Non-Executive Director, the Chairman
of the Audit Committee, Nomination
Committee, ESOS Option Committee
and a member of the Remuneration
Committee of the Company.
He was the State Assemblyman for
Tengkera Constituency of Barisan
Nasional between 1982 and 1986. He
then served as a Senator in the Malaysian
Parliament from 1987 to 1993. His first
involvement in social activities was upon
completing his secondary education. He
has been appointed as the Investment
Coordinator by the Malacca State
Development Corporation to handle
direct investments in the State of Melaka
since 1988. Together with his teams of
officials and his excellent public relations,
he has helped in attracting numerous
Taiwanese, Singaporean and Chinese
investors into the State of Melaka. In
recognition of his efforts and dedication,
he was conferred the Darjah Mulia Seri
Melaka by his Excellency, the Governor
of Melaka in 1992. On 17 July 1999,
the Taiwanese Government awarded
him the Economics Medal. He is the
Chairman of MCA, 7th Branch Melaka
since 1982. He also appointed as Vice
Chairman of Malacca State Malaysia
Crime Prevention Foundation (MCPF)
since year 1997 and as Exco Member of
Malaysia Crime Prevention Foundation.
He is also a Committee Member of
Malacca State’s Inspectorate of National
Services Training Council.
He also holds directorships in Farm’s
Best Berhad, Komarkcorp Berhad, Ta
Win Holdings Berhad and Chairman of
Wellcall Holdings Berhad.
DATO’ SHAHBUDIN BIN
IMAM MOHAMAD
D.S.A.P., D.I.M.P., S.A.P., J.S.M., P.J.K., aged 64,
Malaysian
1 March 1998. He is a Non-Independent
Non-Executive Director and the
Chairman
of
the
Remuneration
Committee of the Company. He is the
representative of Permodalan Nasional
Berhad (PNB) on the Board of Directors
of the Company. He has served in the
government service in various capacities
for some 31 years. His last post with
the Government was from 1996 to
1997 as the Deputy Secretary General
(Operation), Ministry of Finance prior to
his retirement in 1997. He also serves
as Director in MWE Holdings Berhad.
MR LIM FONG BOON
aged 57, Malaysian
Non-Executive Director and a member
of the Audit Committee, Nomination
Committee, ESOS Option Committee
and Remuneration Committee of the
Company. He was a district councilor
of Tanjung Malim since 1987, the
Managing Partner of Hin Lee Goldsmith
since 1978 and also the Managing
Director of Tanma Holdings Sdn Bhd, a
property investment holding company
since 1980. He does not have any other
directorships of public companies.
010
PROFILE OF
DIRECTORS
(cont’d)
Notes:
1.
Save as disclosed above, none of the directors have: (a) any family relationship with any Directors and/or substantial
shareholders of the Company,
(b) any conflict of interest with the Company,
(c) any conviction for offences (other than traffic offences)
within the past ten (10) years.
2.
The respective Directors’ interests in the Company are detailed
in pages 113 and 115 of the Annual Report.
3.
There were four (4) Board Meetings held during the financial
year ended 30 June 2006. The details of attendance of the
Directors are as follows:Name
Chiang Sang Sem
Chiang Fong Yee
(Alternate Director to Mr Chiang Sang Sem)
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Lim Fong Boon
4.
Attendance
3 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
4 out of 4
The Date, Time and Place of the Board Meetings held:Date
(i)
(ii)
(iii)
(iv)
29 August 2005, Monday
23 November 2005, Wednesday
22 February 2006, Wednesday
24 May 2006, Wednesday
Time
3.00 p.m.
4.15 p.m.
3.00 p.m.
10.15 a.m.
Place
The Boardroom, Bonia Headquarters, 4th Floor, No. 62, Jalan
Kilang Midah, Taman Midah, Cheras, 56000 Kuala Lumpur.
ANNUAL REPORT 2006
011
012
ANNUAL REPORT 2006
013
STATEMENT ON
CORPORATE
GOVERNANCE
The Board of Bonia Corporation Berhad, in
recognizing the importance of corporate governance,
is committed to ensure that the Company’s business
and operations are in line with the principles and
best practice advocated by the Malaysia Code on
Corporate Governance.
The following paragraphs set out the
Company’s application of the principles
and best practices of the Malaysia Code
on Corporate Governance.
THE BOARD OF DIRECTORS
The Group acknowledges the pivotal
role played by the Board of Directors
to lead and control the Company
with the ultimate objective of realizing
long-term shareholder value. To fulfill
this role, the Board has established
various processes and committees to
assist the Board in discharging these
responsibilities. Among others, the
setting of Company’s strategies and
directions, shareholders and investors’
relationship, annual budget, significant
financial matters, and the internal
control including risk assessment are
within the responsibilities of the Board
of Directors.
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 2006. The details of
attendance of the Directors at the Board
Meetings are set out on page 10.
Board Balance
The Board of Directors consists of nine (9)
directors and one (1) alternate director;
comprising five (5) Executive Directors,
three (3) Independent Non-Executive
Directors and one (1) Non-Independent
Non-Executive Director. The Board
therefore complies with Paragraphs
1.01 and 15.02 of the Bursa Securities’s
Listing Requirements which requires that
at least two (2) directors or one-third (1/3)
of the Board members whichever is the
higher, are 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 a
Group Executive Director. The roles of
the Group Executive Chairman and the
Group Managing Director are separated
and each has a clearly accepted division
of responsibilities to ensure balance
of power and authority. The Board
014
STATEMENT ON
CORPORATE
GOVERNANCE
(cont’d)
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.
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
developments, regulatory and audit reports to enable them to discharge their duties
and responsibilities effectively.
All Directors have full 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.
(ii) Nomination Committee
The Nomination Committee currently comprises the following members:Name
Status of Directorship
Datuk Ng Peng Hong
@ Ng Peng Hay
Non-Executive Director (Chairman)
Independent
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.
ANNUAL REPORT 2006
015
016
ANNUAL REPORT 2006
017
STATEMENT ON
CORPORATE
GOVERNANCE
(cont’d)
(iii) Remuneration Committee
The Remuneration Committee currently comprises the following members:Name
Dato’ Shahbudin Bin
Imam Mohamad
Independent
No
Datuk Ng Peng Hong
@ Ng Peng Hay
Yes
Lim Fong Boon
Yes
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;
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 Option
Committee)
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 Bye-Laws 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 Hong
@ Ng Peng Hay
Independent
Chong Chin Look
Group Finance Director
No
Lim Fong Boon
Yes
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.
018
STATEMENT ON
CORPORATE
GOVERNANCE
(cont’d)
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 the 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 re-election 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 the 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) and
the Continuing Education Program (CEP) prescribed by Bursa Malaysia Securities
Berhad. The Directors also provided from time to time on relevant new laws and
regulations to further enhance their knowledge affecting their directorship. The
Directors also visited existing stores and/or new outlets from time to time to have a
thorough understanding of the company operation matter in order to train and equip
themselves to discharge their duties effectively.
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
Executive Directors *
Non-Executive Directors
Fees
RM’000
380*
120
Other
Salaries Bonuses Emoluments
Total
RM’000 RM’000
RM’000 RM’000
801*
-
305*
-
* Inclusive of remuneration paid by the subsidiary companies.
165*
-
1,651*
120
ANNUAL REPORT 2006
019
020
ANNUAL REPORT 2006
021
STATEMENT ON
CORPORATE
GOVERNANCE
(cont’d)
The number of Directors whose total remuneration falls within
the following bands:-
Range of Remuneration
Below RM50,000
RM50,001 to RM100,000
RM100,001 to RM200,000
RM200,001 to RM300,000
RM300,001 to RM400,000
RM400,001 to RM500,000
RM500,001 to RM600,000
RM600,001 to RM700,000
Executive
Director
Non-Executive
Director
4
2
1
1
The Annual General Meeting (AGM) remains the principal
forum for dialogue with shareholders. It is a crucial mechanism
in shareholders communication for the Company. At the
Company’s AGM, the 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
1
RELATIONSHIP WITH SHAREHOLDERS
Dialogue between the Company and
Investors
The Company recognises the importance 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 extablished 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 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.
022
STATEMENT ON
CORPORATE
GOVERNANCE
(cont’d)
The Group’s quarterly, half yearly and annual financial results
announcements which are released to the 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 32.
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 31.
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 the 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.
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 and regulations.
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 will 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 will assist the Board in evaluating the adequacy and
integrity of the Group’s system of internal controls.
ANNUAL REPORT 2006
023
024
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 2006.
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 2006. The details of attendance of the Audit Committee members are as
follows:Name
Independent
Attendance
Datuk Ng Peng Hong
@ Ng Peng Hay
(Chairman)
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
29 August 2005, Monday
23 November 2005, Wednesday
22 February 2006, Wednesday
24 May 2006, Wednesday
Time
2.45 p.m.
3.20 p.m.
2.45 p.m.
10.00 a.m.
Place
The Boardroom, Bonia Headquarters, 4th Floor, No. 62, Jalan Kilang Midah, Taman
Midah, Cheras, 56000 Kuala Lumpur.
The Group Executive Chairman, the Group Managing Director, the Group Executive
Directors, any other Board members, managers or any other senior executives 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.
ANNUAL REPORT 2006
025
AUDIT
COMMITTEE
REPORT (cont’d)
Quorum
The quorum shall be two (2) and the majority of whom must be
Independent Directors.
Reporting Procedures
Frequency of Meetings
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.
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.
The Company Secretaries shall be responsible for drawing
up the agenda and circulating it, supported by explanatory
documentation to the Committee members prior to each
meeting. The Secretaries 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.
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;
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;
026
AUDIT
COMMITTEE
REPORT (cont’d)
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-end financial statements before
recommending to the Board for consideration and approval, and release to Bursa
Malaysia Securities Berhad;
(b) reviewed the audit plan, audit strategy and scope of work presented by the
external auditors prior to commencement of annual audit;
(c) reviewed with the external auditors the results of audit, their audit report and
management letter and management’s response;
(d) reviewed and approved the Audit Committee Report for the financial year ended
30 June 2006 to be presented in the Annual Report by the Board;
(e) 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;
(f)
reported to the Board on its activities and significant findings and results.
ANNUAL REPORT 2006
027
028
ANNUAL REPORT 2006
029
ADDITIONAL
COMPLIANCE
INFORMATION
pursuant to Paragraph 9.25
of the Listing Requirements
of Bursa Malaysia Securities
Berhad
Utilisation of Proceeds
The were no fund raising exercises implemented during the
financial year.
American Depository Receipt (ADR) or Global
Depository Receipt (GDR) Programme
During the financial year, the Company did not sponsor any
ADR or GDR programme.
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 26 of the
Financial Statements, there were no other exercise of options,
warrants or convertible securities during the financial year.
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
RM13,000 paid to the external auditors in relation to review of
the Company’s statement of internal control and subsidiary’s
gross sales statement.
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.
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.
030
ADDITIONAL
COMPLIANCE
INFORMATION
(cont’d)
pursuant to Paragraph 9.25
of the Listing Requirements
of Bursa Malaysia Securities
Berhad
Recurrent Related Parties Transactions (RRPT) of Revenue or
Trading Nature
At the Fourteenth Annual General Meeting held on 21 December 2005, the Company
obtained a mandate from its shareholders for the Group to enter into recurrent related
party transactions of revenue or trading nature which are necessary for the Group’s
day to day operations.
The aggregate value of the recurrent related party transactions conducted pursuant
to the mandate by the Company and/or its subsidiaries with related parties during the
financial year is as follows:Interested
parties and
Amount
nature of
transacted
relationship
RM’000
Transacting parties
Companies within
the Group
Nature of transactions
Cassardi International Co Ltd
Apex Marble Sdn Bhd
Purchase of men’s apparels
Note 1
805
Boonsiri International Co Ltd
VR Directions Sdn Bhd
• Payment of trademark royalty
• Purchase of men’s apparel
Note 2
2,118
BBA International Co Ltd
Daily Frontier Sdn Bhd
Sales of fashionable goods
Note 3
728
PT Super Prima
Banyan Sutera Sdn Bhd
• Sales of fashionable goods
• Payment of permitted
reimbursable expenses
Note 4
3,355
Notes :
1.
Siriwan Boonnamsap is a director of Cassardi International Co Ltd (“Cassardi”) and a major
shareholder of Apex Marble Sdn Bhd holding 30% equity interest. Sirinee Chantranakarach
and Petcharat Boonnamsap, being the sister and daughter of Siriwan Boonnamsap, are
major shareholders of Cassardi, holding 17% and 15% equity interest respectively. Suchart
Chantranakarach, Patcharawan Boonnamsap, Petcharat Boonnamsap, Yaowanuch Boonnamsap
and Yaowaluck Boonnamsap, being the brother and daughters of Siriwan Boonnamsap, are
directors of Cassardi.
2.
Boonnam Boonnamsap is a major shareholder of VR Directions Sdn Bhd holding 15% equity
interest. Yaowaluck Boonnamsap and Yaowanuch Boonnamsap, being daughters of Boonnam
Boonnamsap are major shareholders of Boonsiri International Co Ltd, holding 23% and 21%
equity interest respectively. Siriwan Boonnamsap, Patcharawan Boonnamsap, Petcharat
Boonnamsap, Yaowanuch Boonnamsap and Yaowaluck Boonnamsap, being the spouse and
daughters of Boonnam Boonnamsap, are directors of Boonsiri International Co Ltd.
3.
Boonnam Boonnamsap is a director and major shareholder of Moda Europa Co Ltd (“Moda
Europa”) and Namjing Co Ltd (“Namjing”) holding 70% and 50% equity interest in Moda Europa
and Namjing respectively. Moda Europa and Namjing hold 25% each in BBA International Co Ltd,
which is 49% owned company of Bonia Corporation Berhad.
4.
Junto Sunarso is a director and major shareholder of Banyan Sutera Sdn Bhd holding 20% equity
interest. Juliana Onggowarsih, being the spouse of Junto Sunarso, is a major shareholder of PT
Super Prima holding 51% equity interest. Harjanto Sunarso, being the son of Junto Sunarso and
Juliana Onggowarsih, is a director and major shareholder of PT Super Prima holding 49% equity
interest.
Save as disclosed above, there were no recurrent related party transactions of revenue
or trading nature during the financial year under review.
The Company will not seek the shareholders’ renewal mandate in respect of the
above Recurrent Related Parties Transactions of revenue or trading nature at the
forthcoming Annual General Meeting by virtue of the related parties mentioned herein
fall within the interpretation of Paragraph 10.08(8A) of the Listing Requirements of
Bursa Malaysia Securities Berhad.
ANNUAL REPORT 2006
031
STATEMENT
ON INTERNAL
CONTROL
The Board of Directors recognizes 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.
•
Comprehensive management accounts and reports are
prepared monthly for effective monitoring and decisionmaking.
•
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 Critical Success Factors (CSF) Committee is
established as part of the stewardship function to conduct
study on various business processes and functions to
identify key elements that is vital to achieve company’s
mission and goals.
•
Periodical internal audit, which is carried out by an
independent audit firm to oversee compliance with
operating procedures and corporate governance, review
of the business process, assess the effectiveness of
internal control and highlighting significant risk and
non-compliance impacting the group.
•
The Internal Audit Committee reviews and holds meetings
on internal audit issues identified by the internal auditors,
and devises action plan to rectify the weaknesses.
The key elements of the Group’s internal control system are
described below:•
There is a clearly defined delegation of responsibilities only
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.
•
The annual plan and budget are submitted to the Board
for approval. The actual performances would be reviewed
against the targeted results on a quarterly basis allowing
timely response and corrective action to be taken to
mitigate risks.
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.
032
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 2006, 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 that are reasonably
available to them to safeguard the assets of the Group and of the Company and to prevent
and detect fraud and other irregularities.
ANNUAL REPORT 2006
033
034
CHAIRMAN’S
STATEMENT
On behalf of the Board of Directors, I am
pleased to present the Annual Report and
Audited Financial Statements of Bonia
Corporation Berhad and its Group of
Companies for the financial year ended
30 June 2006.
FINANCIAL
PERFORMANCE
The year under review marked a
significant milestone as the Group
posted RM221 million in turnover, a
15% increase from that of 2005. This
is a milestone achievement in the
Group’s history, as we have surpassed
the RM200 million mark for the first
time. The impressive growth is mainly
attributed to higher sales generated by
our retail segment, led by leatherwear
and footwear, which have registered
a double-digit growth. In addition, our
turnover both in the domestic and
overseas markets have also increased
by 14% and 61%, respectively, from the
previous year.
As a result of increased turnover, coupled
with relatively lower operating expenses
when compared to growth in turnover,
the Group’s profit after tax, rose from
RM8.1 million in 2005 to RM13.8 million
in 2006, an increase of approximately
71%. Against the backdrop of higher
oil prices, inflation and softening
consumer sentiment, the Group has
once again proven its resilience to
intense competition by riding on its
good reputation in providing quality
merchandise, the finest craftsmanship,
consistant brand image and excellent
customer service.
ECONOMIC REVIEW
The Malaysian economy continues to
be resilient amidst persistently high
world crude oil prices, rising inflationary
pressure and monetary tightening. The
economy registered a growth of 5.2%
in 2005, while the real GDP expanded
at a strong pace of 5.9% in the second
quarter of 2006, following a growth of
5.5% in the first quarter. The unfaltering
growth is expected to continue in the
coming quarters to see an average of
5.8% for the year as a whole. Growth
is expected to be stronger in the
second half of 2006 as reflected in
the rising trend of lending index of the
Department of Statistics and Business
Condition Index (BCI) of the Malaysian
Institute of Economic Research (MIER).
Growth of the wholesale and retail
trades, and hotel and restaurant
sub-sectors is estimated at 6.5%
for 2006 (2005: 8%), supported by
favourable consumer sentiments and
strong business confidence as well
as healthy labour market conditions.
The strong growth in the wholesale
and retail activities is consistent with
the overall improvement in the global
tourist market. The domestic tourism
also strengthened further, supported
by strong growth in inbound tourists,
particularly from Middle East and
ASEAN countries. Tourist arrivals are
expected to increase by 6.7% to reach
17.5 million in 2006, generating a
revenue of RM34.6 billion (2005: 16.4
million ; RM31.9 billion respectively).
The launch of ‘Visit Malaysia Year 2007
(VMY)’ campaign in January 2006 is
expected to further boost tourist arrivals
to 20.1 million in 2007.
ANNUAL REPORT 2006
035
CHAIRMAN’S
STATEMENT (cont’d)
The growth in the retail sector impacts
positively to our Group’s products as it
has driven consumers sentiment and
spending.
OPERATIONAL REVIEW
Retailing
Our retail operations remain the core
business of the Group, as it has
contributed to 97% of total revenue for
the year under review. While the Group’s
revenues are derived primarily from its
domestic operations, contributions from
overseas market have over the recent
years, become increasingly important.
This is evidenced by rises in overseas
contribution, from 22% in 2003 to
31% in 2006. To garner a stronger
foothold in the international arena, the
Group has been aggressively building
its international marketing network
throughout the region. By doing this,
we strongly feel that we will be able to
diversify our revenue, whilst continuing
to improve our international branding.
New brand
In our efforts to reinforce our position in
the market and increase market share,
we have launched two new brands to
improve our brand profile. Our wholly
owned subsidiary company, Dominion
Directions Sdn Bhd, has launched
a new menswear label, ‘Ungaro’, in
December 2005 at Sogo Departmental
Store, Kuala Lumpur.
VR Directions Sdn Bhd, a 70%
owned subsidiary which markets two
menswear brands namelly ‘Valentino
Rudy’ and ‘Carven’, has launched an
upmarket brand via ‘Savile Row’, a
licensed brand for men’s apparel from
London, in April 2006. Savile Row’s
apparels are made available at Parkson
Departmental Store’s outlets located at
Suria KLCC, Subang Parade, Gurney
Plaza and One-U, Bandar Utama. The
company is planning to increase its
outlets from the existing four to five by
year-end.
Property
Branding
CORPORATE
DEVELOPMENTS
Although the local retail industry has
been facing many challenges over these
past years, the Group has been able to
maintain momentum by building on its
strong branding of its high craftsmanship,
creative design and competitive pricing.
Realising the need to sustain and grow
the business, the Group will continue
to allocate more funds for its branding
program. Some RM7 million has been
set aside for 2007, a jump of 40% from
RM5 million in 2006. Primarily, focus
will be given in the area of regional
advertising and promotion campaigns
to enable our brand to achieve even
wider recognition.
Our property development project
cum disposal of the land at Taman
Connaught, was completed in June
2006, which contributed positively to
the Group’s revenue and earnings from
the realization of the project. With the
completion of this project, we have fully
recognized all the revenue for the said
project in our book.
There is no other project in the pipeline.
On 22 August 2005, the Group had
via its wholly-owned subsidiary, Mcore
Sdn Bhd, acquired 60% equity interest
in Apex Marble Sdn Bhd (APSB) for
RM299,998. APSB is a company
incorporated in Malaysia with paid up
capital of RM500,000. The company
is principally involved in marketing and
distribution of men’s and ladies’ apparel
and accessories in Vietnam.
036
CHAIRMAN’S
STATEMENT (cont’d)
On 15 August 2005, one of the Group’s
subsidiary, Banyan Sutera Sdn Bhd
(BSSB), increased its authorised share
capital from RM100,000 to RM2,000,000
divided into 2,000,000 ordinary shares
of RM1.00 each and increased its paidup capital from RM2.00 to RM500,000
via an allotment of 499,998 shares. With
the subscription of 399,999 shares, the
Company maintains its shareholding of
80% in BSSB.
FUTURE OUTLOOK
DIVIDEND
The positive outlook of 5.8% GDP
growth in 2006 continues to support our
optimism. The government’s response
to global recovery via the Ninth Malaysia
Plan and Budget 2006 has put in place
proactive measures to strengthen the
domestic economy. As the economy of
the country starts to gain more stability
and track good growth, this will spell
positive impact on consumer confidence
and
purchasing
power.
Barring
unforseen circumstances, we foresee
healthy year-on-year sales growth in the
coming year with favourable economic
and financial conditions.
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 2006.
APPRECIATION
On behalf of the Board of Directors,
I would like to express my warmest
appreciation to the management and
staff for their dedication, commitment
and untiring efforts and immense
contributions. Our achievement would
not be possible without the contribution
from the entire team.
We are also grateful to our valued
customers, partners, shareholders,
business
associates,
government
authorities and financiers for their
continued support and confidence in
the Group.
I also wish to put on record my sincere
thanks to my fellow directors for their
counsel and support.
CHIANG SANG SEM
Chairman
12 October 2006
ANNUAL REPORT 2006
037
PENYATA
PENGERUSI
Bagi pihak Lembaga Pengarah, saya
dengan sukacitanya ingin membentangkan
kepada anda Laporan Tahunan dan Penyata
Kewangan Beraudit bagi Bonia Corporation
Berhad dan Kumpulan Syarikat-syarikatnya
bagi tahun kewangan yang berakhir 30 Jun
2006.
PRESTASI KEWANGAN
Tahun
kewangan
yang
ditinjau
menunjukkan
pencapaian
yang
menggalakkan
apabila
Kumpulan
mencatat perolehan sebanyak RM221
juta, peningkatan 15% berbanding
dengan tahun 2005. Pencapaian ini
menandakan peristiwa penting dalam
sejarah Kumpulan kerana berjaya
melepasi RM200 juta untuk pertama
kali. Pertumbuhan yang mengagumkan
ini berpunca daripada jualan yang lebih
tinggi dari segmen runcit, didorong
oleh barangan dan kasut kulit, yang
mencapai pertumbuhan dua angka.
Selain itu, perolehan kami di keduadua pasaran tempatan dan luar negeri
juga menunjukkan peningkatan 14%
dan 61% masing-masing dari tahun
sebelumnya.
Hasil daripada perolehan tambahan
ini, di samping perbelanjaan operasi
yang lebih rendah berbanding dengan
pertumbuhan perolehan, keuntungan
Kumpulan selepas cukai, meningkat
daripada RM8.1 juta pada tahun
2005 kepada RM13.8 juta pada tahun
2006, peningkatan sebanyak lebih
kurang 71%. Berlatarbelakangkan
harga minyak yang lebih tinggi, inflasi,
sentimen konsumer yang lemah,
Kumpulan telah membuktikan semangat
yang tidak mudah luntur dengan
meningkatkan ketahanannya terhadap
saingan di pasaran melalui penghasilan
barangan berkualiti, ketukangan yang
terbaik, imej jenama yang konsisten
dan perkhidmatan pelanggan yang
cemerlang.
LAPORAN EKONOMI
Ekonomi Malaysia terus bertahan
walaupun
menghadapi
cabaran
harga minyak mentah dunia tinggi
yang berterusan, tekanan inflasi yang
meningkat dan polisi-polisi kewangan
yang diketatkan. Ekonomi mencatatkan
pertumbuhan 5.2% pada 2005,
sementara Keluaran Dalam Negeri Kasar
(KDNK) sebenar berkembang kukuh
pada kadar 5.9% dalam suku kedua
2006, berikutan pertumbuhan 5.5%
dalam suku pertama. Pertumbuhan
yang lancar ini dijangka akan berterusan
dalam suku-suku seterusnya, ia akan
memperlihatkan kadar pertumbuhan
purata 5.8% pada keseluruhannya
untuk tahun ini. Pertumbuhan dijangka
lebih kukuh pada bahagian kedua
2006 seperti yang digambarkan oleh
arah aliran meningkat indeks pinjaman
dari Jabatan Statistik dan Indeks
Keadaan Perniagaan (BCI) dari Institut
Penyelidikan Ekonomi Malaysia (MIER).
038
PENYATA
PENGERUSI (samb.)
Pertumbuhan subsektor perniagaan
borong, runcit, hotel dan restoran
dijangka sebanyak 6.5% untuk 2006
(2005: 8%) disokong oleh sentimen
konsumer yang menggalakkan dan
keyakinan perniagaan yang kukuh
berserta pasaran buruh yang teguh.
Pertumbuhan kukuh dalam aktiviti-aktiviti
borong dan runcit adalah konsisten
dengan pasaran global pelancong
yang lebih baik. Industri pelancongan
negara juga semakin kukuh, disokong
oleh pertumbuhan kukuh kemasukan
pelancong, terutamanya dari Timur
Tengah dan negara-negara ASEAN.
Ketibaan pelancong dijangka meningkat
6.7% untuk mencapai jumlah 17.5
juta pada 2006, dengan jumlah hasil
RM34.6 bilion (2005: 16.4 juta ; RM31.9
bilion masing-masing). Pelancaran
kempen ‘Tahun Melawat Malaysia 2007
(VMY)’ pada Januari 2006 dijangka
akan
menghasilkan
pertambahan
kedatangan pelancong kepada 20.1
juta pada 2007.
Pertumbuhan dalam sektor runcit pula
dijangka memberi impak positif kepada
produk-produk Kumpulan didorong oleh
sentimen dan perbelanjaan pengguna.
LAPORAN OPERASI
Peruncitan
Operasi runcit kami kekal sebagai teras
perniagaan Kumpulan, memandangkan
sumbangannya sebanyak 97% daripada
jumlah hasil untuk tahun di bawah
tinjauan. Sementara hasil Kumpulan
diperoleh terutamanya dari operasi
dalam negeri, sumbangan dari pasaran
luar negara untuk beberapa tahun
kebelakangan ini semakin penting.
Ini dibuktikan melalui peningkatan
sumbangan dari luar negara, dari
sebanyak 22% pada 2003 hingga 31%
pada 2006. Untuk menapak dengan
lebih kukuh di arena antarabangsa,
Kumpulan berusaha secara agresif
untuk membina rangkaian pemasaran
antarabangsa
di
serata
rantau.
Dengan langkah sedemikian, kami
yakin berupaya mempelbagaikan hasil
kami di samping meneruskan usaha
mempertingkatkan
penjenamaan
antarabangsa.
Jenama Baru
Dalam usaha untuk mengukuhkan
kedudukan kami dalam pasaran dan
menambah agihan pasaran, kami telah
melancarkan dua jenama baru untuk
meningkatkan profil jenama kami. Anak
syarikat milik penuh kami, Dominion
Directions Sdn Bhd, telah melancarkan
label pakaian lelaki, ‘Ungaro’, pada
Disember 2005 di gedung perniagaan
Sogo, Kuala Lumpur.
VR Directions Sdn Bhd, anak
syarikat dengan pegangan 70% yang
memasarkan dua jenama pakaian lelaki
iaitu ‘Valentino Rudy’ dan ‘Carven’,
telah melancarkan satu jenama kelas
tinggi melalui ‘Savile Row’, jenama
berlesen untuk pakaian lelaki dari
London pada April 2006. Pakaian Savile
Row boleh didapati di gedung membeli
belah Parkson di Suria KLCC, Subang
Parade, Gurney Plaza and One-U,
Bandar Utama. Syarikat bercadang
untuk menambah kedai daripada empat
kepada lima sebelum penghujung
tahun.
Penjenamaan
Walaupun industri runcit tempatan telah
menghadapi banyak cabaran beberapa
tahun kebelakangan ini, Kumpulan telah
berupaya mengekalkan momentum
melalui penjenamaan kukuh berasaskan
ketukangan terbaik, reka bentuk
kreatif dan harga saingan. Menyedari
kepentingan perniagaan ini untuk kekal
dan berkembang, Kumpulan akan terus
memperuntukkan lebih banyak dana
untuk program penjenamaannya. Lebih
RM7 juta diperuntukkan bagi tahun
2007, peningkatan sebanyak 40%
berbanding dengan RM5 juta pada
2006. Fokusnya akan ditumpukan
pada bidang pengiklanan serantau dan
kempen promosi untuk membolehkan
jenama kami mencapai pengenalan
yang lebih meluas.
ANNUAL REPORT 2006
039
PENYATA
PENGERUSI (samb.)
Harta Tanah
PROSPEK MASA DEPAN
Projek pembangunan harta tanah
merangkap penjualan tanah di Taman
Connaught
yang
disempurnakan
pada Jun 2006, menyumbang secara
positif kepada hasil Kumpulan dan
pendapatan daripada realisasi projek
ini. Dengan penyiapan projek ini, kami
telah merealisasikan semua hasil untuk
projek tersebut dalam akaun kami.
Gambaran positif pertumbuhan KDNK
5.8% pada 2006 terus menyokong
sikap optimistik kami. Respons kerajaan
kepada pertumbuhan ekonomi global
yang perlahan melalui Rancangan
Malaysia Kesembilan dan Bajet 2006
telah meletakkan langkah-langkah
proaktif untuk mengukuhkan ekonomi
tempatan. Sebaik sahaja ekonomi
negara mula stabil dan melalui landasan
pertumbuhan yang baik, ini akan
memberi impak positif kepada keyakinan
pengguna dan kuasa pembelian yang
lebih tinggi. Melainkan terjadinya
perkara yang tidak dapat dielakkan,
kami menjangka pertumbuhan jualan
yang memberangsangkan dari tahun
ke tahun yang akan datang dengan
keadaan ekonomi dan kewangan yang
menggalakkan.
Tiada projek lain lagi dalam cadangan.
PERKEMBANGAN
KORPORAT
Pada 22 Ogos 2005, Kumpulan
melalui anak syarikat milik penuhnya,
Mcore Sdn Bhd, telah memperoleh
kepentingan ekuiti 60% dalam Apex
Marble Sdn Bhd (APSB) dengan bayaran
RM299,998. APSB ialah syarikat yang
diperbadankan di Malaysia dengan
modal berbayar RM500,000. Syarikat ini
terlibat terutamanya dalam pemasaran
dan pengedaran pakaian lelaki dan
perempuan dan aksesori di Vietnam.
Pada 15 Ogos 2005, salah satu daripada
anak syarikat Kumpulan, Banyan Sutera
Sdn Bhd (BSSB), telah menambah
modal syer dibenarkan daripada
RM100,000 kepada RM2,000,000
dibahagikan kepada 2,000,000 syer
biasa setiap satunya bernilai RM1.00 dan
menambah modal berbayar daripada
RM2.00 kepada RM500,000 melalui
peruntukan 499,998 syer. Dengan
langganan 399,999 syer, Syarikat telah
mengekalkan pemegangan saham
sebanyak 80% dalam BSSB.
DIVIDEN
Lembaga Pengarah dengan sukacitanya
mengesyorkan dividen pertama dan
akhir sebanyak 8% kasar tolak cukai
pendapatan 28% dan dividen istimewa
2% kasar tolak cukai pendapatan 28%
bagi tahun kewangan berakhir 30 Jun
2006.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya
ingin
merakamkan
setinggi-tinggi
penghargaan kepada pihak pengurusan
dan kakitangan atas dedikasi, komitmen
dan sumbangan yang tidak pernah
kenal penat lelah. Pencapaian yang
cemerlang ini tidak mungkin menjadi
kenyataan tanpa sumbangan daripada
seluruh pasukan.
Kami juga ingin mengucapkan 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 juga ingin mengucapkan terima
kasih kepada ahli-ahli Lembaga
Pengarah atas nasihat dan sokongan
mereka.
CHIANG SANG SEM
Pengerusi
12 Oktober 2006
040
主席献词
我谨代表董事局欣然呈献 Bonia
Corporation Berhad 和其集团截至
2006年6月30日的年度报告及经审核
财务报告。
财务表现
本财政年度标志着本集团掀开崭新的里程碑，集团的营业
额另创高峰，业绩高达2亿2100万令吉，比2005年增加了
15%。这是集团发展史的空前辉煌成就，首次创下超越2亿
令吉的营业额。显著的增长原自零售市场，主要是引领零售
市场份额的皮革服装和鞋类所创下的较高销售额，写下双位
数的增长率。除此以外，我们国内的市场营业额也比往年增
长14%；国外市场营业额则增长61%。
由于营业额增加，再加上与去年相比，我们的运作开销较
低，所以集团的税后盈利，从2005年的810万令吉增加至
2006年的1380万令吉，涨幅高达71%。虽然面临更高的石油
价格、货物膨胀和软弱的消费者情绪，集团享誉全球的优质
产品、精湛技术、一致的品牌形象和卓越客户服务，再次让
集团证明其对强度竞争的回弹能力。
经济评论
在持续飙涨的原油价格、上升的货物膨胀压力和财务紧缩，
马来西亚的经济持续回弹。国家经济在2005年创下5.2%的
增长率，而实际的国内生产总值则在 2006年第二季，以
5.9%的强势步伐扩展，紧接第一季所创下的5.5%增长率。
预测接下来的一季也将展示不跌落的增长率，整年平均增长
率为5.8%。有如马来西亚经济和研究机构(MIER)的数据部门
和商业条件指数(BCI)所反映出的持续高升的贷款指数，我们
预测2006年后半年将显示较高的增长率。
在2006年，批发、零售贸易、酒店和餐馆的分部门之增长率
预测是6.5%(2005:8%)，由有利的消费者情绪和强烈的商业
信心，以及健康的劳工市场条件所刺激。批发和零售活动的
强稳增长率与全球旅游市场的整体改善和提升相互连贯。入
境旅客的增长，尤其是来自中东和东盟的游客也引领国内旅
游业持续缔造强势的增长率。预测2006年的游客观光率将增
加6.7%，达到1750万，为国家带来高达346亿的收入(2005:
1640万; 319亿令吉)。于2006年1月推介的2007年马来西亚旅
游年(VMY)活动预测能够刺激游客的观光率，并期望2007年
达到2010万游客。零售领域的增长也为我们集团产品带来正
面的影响，它成功主导和刺激消费者的情绪和消费。
运作评论
零售
零售运作还是我们集团的主要业务，占本财政年度总营收的
97%。集团的营收主要来自本地的运作，但是国外市场在
近年来，也在集团总营收方面扮演着举足轻重的角色，相见
重要。这可由显著的海外增长率显而易见，相关增长率由
2003年的22%增加至2006年的31%。为了在国际舞坛中取
得一席稳固之地，集团经已积极在各区域建立其国际行销网
络。通过建立庞大的网络，我们认为在把营收管道多元化的
当儿，集团也可打造良好的国际品牌形象。
崭新品牌
配合我们巩固市场优势地位和增加市场份额所进行的努力，
我们经已推出两个崭新的品牌以促进我们的品牌形象。我们
的独资子公司，Dominion Directions Sdn Bhd于2005年12月
在吉隆坡Sogo Departmental Store推介一个崭新的国际男装
品牌‘Ungaro’。除此以外，VR Directions Sdn Bhd,一家我们
拥有70%股份的子公司，这家公司主要销售品牌为‘Valentino
Rudy’和‘Carven’的男性服装，也于2006年4月推出从伦敦引
进的高端市场特营国际品牌 ‘Savile Row’ 的男性服装。Savile
Row的专柜座落于Suria KLCC，Subang Parade, Gurney
Plaza 和One-U, Bandar Utama的百盛百货公司内出售。公司
策划在年尾把现有的四间专柜增至五间。
ANNUAL REPORT 2006
041
品牌
股息
虽然本地的零售市场在这几年来面对严峻的挑战，本集团通
过建立其强稳的品牌，展现精湛技术、创意设计和竞争性的
价格，进而维持冲劲十足的推进力。本集团深切明白维持和
持续扩展业务的重要性，集团将持续拨出更多的款项作为打
造品牌计划之用途。集团已经设定700万令吉作为2007年的
打造品牌计划之用途，比2006年500万令吉的拨款提升大约
40%。集团将主要集中于区域性广告和促销活动，以确保我
们的品牌获得更广泛的公认。
董事局欣然谨此建议在截至2006年6月30日的财政年度最终
决定性的股息分派为8%需扣除28%的总所得税以及特别股
息为2%需扣除28%的总所得税。
地产
我们的蕉赖康乐花园地段之发展计划已经在2006年完成。这
项计划为集团营收和收益带来正面的影响。紧接这项计划的
完成，我们已经完全把相关计划的所有营收纳入公司帐目。
目前，没有其他计划在规划中。
企业发展
于2005年8月22日，集团通过其独资子公司Mcore Sdn Bhd
购买Apex Marble Sdn Bhd (APSB) 60%的资产权益，价格
为RM299,998。APSB是一家在马来西亚成立的公司，已缴
资本为RM500,000。这家公司主要业务是在越南销售和发
行男性和女性服装和饰物。在2005年8月15日，本集团的其
子公司之一，Banyan Sutera Sdn Bhd (BSSB)，已经增加
其认可股份资本，从RM100,000增至RM2,000,000，分为
2,000,000个价值为一令吉的普通股，同时也增加其已缴资
本，从RM2.00增至RM500,000，总共分配499,998股。通过
认购399,999股，集团持有BSSB80%的股权。
未来展望
2006年国内生产总值5.8%的正面增长率持续激励我们。通
过第九马来西亚计划和2006年马来西亚预算，对全球经济增
长减缓所给予的回应，政府已经采取积极的措施加强国内经
济。当国内经济开始稳固发展和创下良好的经济增长时，这
将提升消费者的信心和提高购买能力。除非出现无可预测的
困境，不然在优良的经济环境和财务条件下，我们可预期明
年将有良好的销售增长。
鳴謝
本人谨代表董事局向公司管理层及员工表示谢意，感激他们
勤奋工作、支持和贡献。如果没有他们整体的贡献，我们不
可能缔造如此辉煌的成就。我们也向尊贵的客户、伙伴、股
东、商业伙伴、政府和有关当局以及融资银行对本集团的持
续支持和信赖致谢。最后，我也向其他的董事局成员表示谢
意，感谢他们所提供的宝贵意见以及支持。
张送森
主席
2006年10月12日
042
ANNUAL REPORT 2006
043
FIVE-YEAR GROUP
FINANCIAL
HIGHLIGHTS
Profit after Tax and Minority
Interests
Profit before Tax
Revenue
250,000
25,000
200,000
20,000
16,000
14,000
150,000
RM’000
RM’000
RM’000
12,000
15,000
100,000
10,000
50,000
5,000
10,000
8,000
6,000
4,000
2,000
-
2002
2003
2004
2005
2006
Total Shareholders’ Equity
2002
2003
2004
2005
2006
Net Basic EPS
100,000
2002
2005
2006
2004
2005
2006
12.0
30.0
10.0
80,000
25.0
70,000
60,000
Sen
8.0
Sen
RM’000
2004
Gross Dividend
35.0
90,000
2003
20.0
50,000
6.0
15.0
40,000
4.0
30,000
10.0
20,000
2.0
5.0
10,000
-
2002
2003
2004
2005
2006
2002
2003
2004
2005
2006
2002
2003
30 June 2002
30 June 2003
30 June 2004
30 June 2005
30 June 2006
93,034
119,196
150,499
192,037
221,372
Profit before Tax (RM’000)
4,969
5,865
12,455
14,376
21,494
Profit after Tax and
Minority Interests (RM’000)
2,407
2,345
7,502
8,095
13,831
58,458
6.8
5.0
59,692
5.8
5.0
66,068
18.6
5.0
76,328
19.8
10.0
90,075
31.8
10.0
Revenue (RM’000)
Total Shareholders’ Equity (RM’000)
Net Basic EPS (sen)
Gross Dividend (sen)
044
EVENT
HIGHLIGHTS
The year 2005/2006 witnessed a number of memorable
and significant events undertaken by the Group.
BONIA 2006/2007 COLLECTION ENTITLED
‘CITY KALEIDOSCOPE’
The Group has been on an aggressive drive to further strengthen
its boutique network across Malaysia and the overseas markets
which it has built in recent years. The Group is also looking into
various ways to expand its network overseas, so as to help
Bonia to forge strong brand recognition and to progress ahead
each year in order to become a formidable corporation with
choice international labels for all fashion-discerning customers.
The Group is fully committed and strives to provide innovative
design, the latest fashion wear coupled with high quality
products to our valued customers through continuous research
and development as well as in-depth market studies.
For the 2006/2007 collection, the Group successfully launched
a grand fashion show-cum-product exhibition at the Grand
Ballroom, Mandarin Oriental Kuala Lumpur, on the theme of
‘City Kaleidoscope’. Over 800 guests comprising members of
media, representatives from the financial and retail industries,
dealers, fashion buyers, local and overseas business partners
from Brunei, China, Hong Kong, Indonesia, Japan, Saudi
Arabia, Singapore, Taiwan, Thailand and Vietnam attended the
evening’s cocktail event and to view the Fashion Show.
Besides these distinguished guests, Bonia had also invited
some high profiled Asian celebrities in the likes of Sheila Majid,
Ferhad Iberhim, Rosyam Nor and Fauziah Latiff from Malaysia;
Tay Ping Hui, Pierre Png, Michelle Chia and Jessica Liu from
Singapore; Kris Dayanti from Indonesia; Raymond Lam, Ron
Ng, Shermaine Tse and Bernice Liu from Hong Kong.
Centred on the theme of “City Kaleidoscope”, the Bonia and
Bonia Uomo 2006/2007 collections revolved around strong
colours, interesting creative and graphic designs together with
different textures of material incorporating the fine craftsmanship
which Bonia has depended upon over the years.
The theme aptly describes the characteristics of Bonia as it
embarks on a futuristic approach, besides being flashy and
flamboyant in all its designs. There was the return to the Silver
and Gold Series; the Winter Series around different textures
of fabric, where material surfaces are furry or suede-like. The
Monogram Series is Bonia’s evergreen collection wherein the
‘B’ label is being specially played up on the big luggage items.
The earthy colours still remain a firm favourite, and this is part
of the Natural Tones.
Bonia’s Annual Fashion Show started off with cocktail at the
ballroom foyer and the guests were later ushered into the
grand ballroom for the evening’s highlight, it begin with the
fashion show, which showcased the new season’s collection
of handbags, footwear, men’s apparel, men’s shoes and
accessories under the BONIA and BONIA UOMO labels.
The Bonia 2006/2007 Collection featured a range of over 15
handbags collections covering hand carry and sling bags,
with high quality leather from Italy being used extensively.
The collection played around details on the material surfaces
together with intricate display of accessories like locks, buckle,
studs and even dedicated hand phone compartments.
The ladies’ shoes were focused on open-toed sling sandals
and loafers with the most intricate of details emphasised by
stones, beads and crystals. Heels took on more details, being
3 ½ inches high and its surfaces wrapped with different
coloured stones.
ANNUAL REPORT 2006
045
EVENT
HIGHLIGHTS (cont’d)
Bonia Uomo 2006/2007 Collections for menswear covered
a wide assortment of business attire of shirts, pants, jackets,
casual wear, shoes and also accessories. The new collection
of shirts featured design with symmetrical detailing, embroidery
and vibrant colours, with play on stripes and checks. Fabrics
being mainly cotton, linen and micro cotton which are more
complex in construction, design and furnishing with cuttings
taking a sleeker and slightly trim fit. As for pants and jackets,
there are two main categories, namely earth tone and classic
black. While the former focused on colours in khaki, brown and
charcoal, the latter allowed one to choose from a wide range of
fabric designs, all in black colour.
Moving forward, the Middle East would become one of the
important overseas markets for the Group besides the Asean
countries, China and Japan. The Group has plans to further
expand to other markets within the Gulf region. Together with
our business partner, the Savola Group, we have definite
plans to market our labels in countries such as Bahrain,
Eygpt, Jordan, Kuwait and Lebanon. This expansion plans
will also include Oman, Qatar, Syria, Turkey and United Arab
Emirates, in particular, Dubai. The vast population masses and
customers’ growing demand for quality products in the above
markets will create a niche market for Bonia and Carlo Rino
brands, including other brands within the Group.
BONIA EXPANDING OUTLETS IN SAUDI
ARABIA
MALAYSIA INTERNATIONAL JEWELLERY FAIR
The Group is gaining a strong foothold in Middle East through
its Arab-based partner, the Savola Group, with the opening of
its fourth flagship boutique in an exclusive and prime location,
on Tahlia Street in Jeddah, Saudi Arabia in February 2006.
The boutique, with a floor space of 235 sq meter is located
alongside famous brands such as LouisVuitton, Gucci and
Fendi. This new and spacious boutique features a unique
layout and display concept, which creates an exquisite store
ambience that encourages shoppers to check out every item
on display.
This was followed by another six boutique openings throughout
the city in the second and third quarter of the year due to the
encouraging demand from the market. The Savola Group
intends to open another six Bonia boutiques and two Carlo
Rino boutiques throughout Jeddah and Riyadh in Saudi Arabia
in the year 2007. By the end of next year, the Group expects
its operations in the Middle East to contribute between RM6
million to 8 million in sales revenue.
Bonia was honoured to be invited to ‘Malaysia International
Jewellery Fair 2006’ (MIJF) held from 10 to 13 August 2006 at
Mandarin Oriental Hotel Kuala Lumpur in conjunction with the
Sixth Malaysia Mega Sale Carnival. The MIJF was organised by
Elite Expo Sdn Bhd. The Group was very proud to be the gold
sponsor for this renowned event and to have the opportunity to
interact and network with many international participants and
key players from this dazzling industry.
As the gold sponsor for this fair, the Group had worked around
luxurious Swarovski crystals to create that rare, one-of-a-kind
masterpiece of Bonia footwear. Each pair of the elegantly
designed crystal footwear had an astounding total of 1,388
regular-cut Swarovski crystals handcrafted into the embossed
design. The crystals were embellished on the three concentric
circles of the toe strap and also on the adjustable ankle strap.
The 3 1/2 inches satin finish heel was also delicately embossed
with designs on its surface. This limited edition design is known
as the Bonia Pearlite Leather Swarovski Jeweled D’Orsay.
046
EVENT
HIGHLIGHTS (cont’d)
Besides this limited range, Bonia was also participated in the
fashion show through showcasing a selected collection of ladies
shoes, featuring stones, crystals and sparkling jewels as part of
this limited design. It is hoped that through the participation of
such events like the MIJF, Bonia has played a role in boosting
Malaysia’s image as a world renowned shopping paradise.
MISS MALAYSIA TOURISM PAGEANT 2006
The Group was honoured to be the gold sponsor for Miss
Malaysia Tourism Pageant 2006 (MMTP) held at the Sunway
Lagoon Resort Hotel in the Klang Valley. The MMTP was
organized by Beauty Info Sdn Bhd. Twelve grand finalists
selected from various states vied for three main titles and other
subsidiary titles. Felixia Yeap was crowned ‘Miss Characteristic
2006’, a subsidiary title of this beauty pageant. She walked
away with a sash, trophy and cash vouchers worth RM500.00
sponsored by Carlo Rino.
The twelve beauties also visited Sembonia and Carlo Rino
boutique at Berjaya Time Square which showcases a
fine selection of leatherwear, footwear, men’s apparel and
accessories from Carlo Rino and Sembonia labels.
As the country gets ready to embark on ‘Visit Malaysia Year
2007’campaign which aims at attracting 20 million visitors to
Malaysia’s shores, it is hoped that through the sponsorship of
such events like the Miss Malaysia Tourism Pageant, the Group
has played a part in assisting the promotion of our country as
the preferred international tourist destination.
ANNUAL COMPANY TRIP 2006
In the spirit of fostering better relationship with each other, the
Group organised a four-day trip to Pulau Redang on 9 April
2006, allowing the management and staff to unwind and
have fun. The island which is surrounded by crystal clear blue
waters, pearly white shores and a colorful array of spectacular
marine life is perfect for snorkeling, swimming, scuba diving
and fishing. Upon arrival at Pulau Redang, everyone could not
wait to take a quick dip. The staff enjoyed snorkeling for hours
and admired the beauty of the tropical marine fishes swimming
by as they dived in with their colleagues. This paradise-like
island also provided a venue to let the management and staff
to mingle and get to know each other better while they relaxed
in the solitude and serene beauty of Pulau Redang.
The trip is also the management’s way of thanking all dedicated
staff for their loyalty and invaluable contributions throughout
the year.
Once again, a big Thank You to all you dedicated staff!
ANNUAL REPORT 2006
ANNUAL REPORT 2006
047
financial
statements
directors’ report 049
statement by directors 057
statutory declaration 057
report of the auditors 058
balance sheets 059
income statements 060
statements of changes in equity 061
cash flow statements 063
notes to the financial statements 065
Annual Report 2006
049
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 2006.
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
14,422
(591)
10,968
-
Net profit for the financial year
13,831
10,968
DIVIDENDS
A first and final dividend of 8%, less income tax, and a special dividend of 2%, less income tax, amounting to RM2,538,507 and
RM634,627 respectively in respect of the financial year ended 30 June 2005 was paid on 18 January 2006. The final dividend and
special dividend proposed and included in the last year’s report, less income tax, was RM2,413,000 and RM603,000 respectively.
The difference between the amount of dividends paid and the amount of dividends proposed amounting to RM157,134 was due to
the shares issued upon exercise of the warrants and share options subsequent to the financial year end but before the entitlement
date for dividends.
The Directors recommend a first and final dividend of 8%, less income tax, and a special dividend of 2%, less income tax,
amounting to RM2,580,000 and RM645,000 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 issued and paid-up share capital from RM41,894,000 to RM44,780,300 by
way of:
(a) issuance of 976,000 new ordinary shares of RM1.00 each for cash at the option prices of RM1.00, RM1.10 and RM1.13 per
share, by virtue of the exercise of share options pursuant to the Company’s Executives’ Share Option Scheme; and
BONIA CORPORATION BERHAD (223934-T) | Annual Report 2006
050
directors’
report (cont’d)
ISSUE OF SHARES AND DEBENTURES (cont’d)
(b) issuance of 1,910,300 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 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 2006 was 1,910,300 (2005: 27,000). As at 30 June 2006, a total of
18,996,200 Warrants are still unexercised.
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.
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) Any executive of the Group or Director shall be eligible to participate in the ESOS at the date of offer if:
(i) the eligible executive has attained the age of eighteen (18) years;
(ii) an executive or Executive Director is employed within the Group (other than a company which is dormant) for a continuous
period of at least one (1) year in the Group and his employment must have been confirmed at the date of offer; and
(iii) a Non-Executive Director of the Company must have served in that capacity for a continuous period of at least one (1) year
from the date of his appointment.
(b) The maximum number of options offered under the ESOS shall not exceed 15% of the total issued and paid-up share capital
of the Company at any point in time during the existence of the ESOS.
Annual Report 2006
051
directors’
report (cont’d)
EXECUTIVES’ SHARE OPTION SCHEME (cont’d)
(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 RM1.00 per share, 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 movements of the offered options over unissued ordinary shares of RM1.00 each during the financial year are as follows:
Number of options over ordinary shares of RM1.00 each
Balance
Balance
Option
as at
as at
price
1.7.2005
Granted
Retracted*Exercised
30.6.2006
Date of offer
RM
16 October 2002
1.13
389,000
-
(5,000)
22 May 2004
1.00
1,638,000
-
(21,000)
19 December 2005
1.10
-
2,588,000
(32,000)
2,027,000
2,588,000
(58,000)
(19,000)
(580,000)
(377,000)
365,000
1,037,000
2,179,000
(976,000)
3,581,000
* Retracted due to resignations.
The Company has been granted exemption by the Companies Commission of Malaysia from having to comply with Section
169(11) of the Companies Act, 1965 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 option holders with share of options of 100,000 and above granted over ordinary shares of RM1.00 each during the
financial year are as follows:
Number of options granted during
Name of option holders
the financial year
Chang Sang Sem
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Chiang Fong Yee
155,000
155,000
125,000
125,000
125,000
125,000
052
directors’
report (cont’d)
DIRECTORS
The Directors who held office since the date of the last report are as follows:
Chiang Sang Sem
Chiang Fong Yee (Alternate Director to Mr. Chiang Sang Sem)
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Lim Fong Boon
In accordance with Article 96 of the Company’s Articles of Association, Mr. Lim Fong Boon, Mr. Chiang Sang Bon and Dato’
Shahbudin Bin Imam Mohamand 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 2006, 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
1.7.2005
Bought*
Sold
30.6.2006
Shares in the Company
Direct interest
Chiang Sang Sem
236,000
Chiang Sang Bon
23,000
Chong Chin Look
100,000
Chiang Fong Yee
78,000
Chiang Fong Tat
88,000
Indirect interest
Chiang Sang Sem
16,175,664
1,105,233
* Inclusive of exercise of options granted under ESOS.
398,000
40,000
27,000
-
692,800
-
-
-
-
-
(5,000)
634,000
63,000
127,000
78,000
83,000
(500,000)
-
16,368,464
1,105,233
Annual Report 2006
053
directors’
report (cont’d)
DIRECTORS’ INTEREST (cont’d)
The interest of the Directors holding office at the end of the financial year in the share options of the Company are as follows:
Number of options
over ordinary shares of RM1.00 each
Balance Balance
as at
as at
1.7.2005
GrantedExercised 30.6.2006
Share options in the Company
Direct interest
Chiang Sang Sem
-
155,000
-
155,000
Chiang Heng Kieng
221,000
155,000
-
376,000
Chiang Sang Bon
127,000
125,000
(40,000)
212,000
Chong Chin Look
70,000
125,000
(27,000)
168,000
Chiang Fong Yee
-
125,000
-
125,000
Chiang Fong Tat
-
125,000
-
125,000
By virtue of Section 6A of the Companies Act, 1965, Mr. Chiang Sang Sem is deemed to have an interest in shares of all 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 are as follows:
Number of Warrants
Balance as at
1.7.2005
Bought
Sold
Warrants in the Company
Direct interest
Chiang Sang Sem
678,900
812,200
-
Chong Chin Look
50,500
-
(50,500)
Chiang Fong Yee
30,000
-
(30,000)
Chiang Fong Tat
45,000
-
-
Indirect interest
Chiang Sang Sem
9,804,919
115,500
-
552,616
-
-
Balance
as at
30.6.2006
1,491,100
45,000
9,920,419
552,616
054
directors’
report (cont’d)
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 38 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 except for the share options granted to Directors of the Company pursuant to the Executives’ Share
Option Scheme.
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
Annual Report 2006
055
directors’
report (cont’d)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (cont’d):
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT (cont’d)
(d) In the opinion of the Directors (cont’d):
(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 15 August 2005, a subsidiary company, Banyan Sutera Sdn. Bhd. (“BSSB”) increased its authorised share capital from
RM100,000 to RM2,000,000 by creating 1,900,000 ordinary shares of RM1.00 each and increased its issued and paid-up
share capital from RM2 to RM500,000 by allotment of 499,998 ordinary shares of RM1.00 each for cash. Accordingly, the
Company subscribed for 399,999 ordinary shares of BSSB at 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, a subsidiary company, Mcore Sdn. Bhd. had subscribed for 299,998 ordinary shares at RM1.00 each
representing 60% equity interest in Apex Marble Sdn. Bhd., for a total cash consideration of RM299,998.
EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
On 1 August 2006, the Company acquired the entire equity interest comprising 2 ordinary shares of RM1 each at par in each of
the following respective companies:
(a)
(b)
(c)
(d)
(e)
(f)
SBL Marketing Sdn. Bhd.
SB Boutique Sdn. Bhd.
SBFW Marketing Sdn. Bhd.
CRF Marketing Sdn. Bhd.
CRL Marketing Sdn. Bhd.
CR Boutique Sdn. Bhd.
056
directors’
report (cont’d)
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
12 October 2006
Annual Report 2006
057
STATEMENT BY
DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 59 to 112 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 2006 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 2006.
On behalf of the Board,
Chiang Sang Sem
Group Executive Chairman
Chiang Heng Kieng
Kuala Lumpur
12 October 2006
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 59 to 112 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
12 October 2006
Before me:
P. SETHURAMAN (No. W-217)
Commissioner of Oaths
Kuala Lumpur
)
)
)
)
058
REPORT OF
THE AUDITORS
to the members of Bonia Corporation Berhad
We have audited the financial statements set out on pages 59 to 112.
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 2006 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
12 October 2006
Annual Report 2006
059
balance
sheets
as at 30 June 2006
ASSETS EMPLOYEDNOTE
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
PROPERTY, PLANT AND EQUIPMENT
6
46,286
43,952
18,310
18,097
LAND HELD FOR PROPERTY DEVELOPMENT
7
4,821
10,343
-
INVESTMENT IN SUBSIDIARY COMPANIES
8
-
-
51,688
45,976
INVESTMENT IN ASSOCIATED COMPANIES
9
193
180
236
236
INTEREST IN JOINT VENTURE
10
-
516
-
INVESTMENT PROPERTIES
11
7,958
8,154
-
LONG TERM INVESTMENTS
12
3,574
3,131
3,000
3,000
INTANGIBLE ASSETS
13
6,365
7,863
-
TRADE RECEIVABLE
15
10,386
-
-
DEFERRED TAX ASSETS
28
303
282
-
CURRENT ASSETS
Inventories
14
38,152
37,782
-
Trade receivables
15
32,528
33,136
-
Other receivables, deposits and prepayments
16
14,419
22,654
451
703
Amounts owing by subsidiary companies
17
-
-
24,041
26,266
Amount owing by an associated company
18
187
186
187
186
Tax recoverable
1,102
202
660
377
Fixed deposits with licensed banks
19
9,132
2,115
600
Cash and bank balances
20
13,872
4,271
800
44
109,392
100,346
26,739
27,576
LESS: CURRENT LIABILITIES
Trade payables
21
8,591
11,504
-
Other payables and accruals
11,296
7,716
554
611
Hire-purchase and lease creditors
22
624
494
147
Amounts owing to subsidiary companies
17
-
-
541
6,267
Bank borrowings
23
31,433
35,035
-
437
Bank overdrafts
25
1,569
6,037
-
22
Tax liabilities
4,485
3,326
-
57,998
64,112
1,242
7,337
NET CURRENT ASSETS
51,394
36,234
25,497
20,239
131,280
110,655
98,731
87,548
FINANCED BY
SHARE CAPITAL
RESERVES
26
27
44,780
45,295
41,894
34,434
44,780
23,436
41,894
15,601
SHAREHOLDERS’ EQUITY
MINORITY INTERESTS
90,075
1,960
76,328
1,138
68,216
-
57,495
-
NON-CURRENT AND DEFERRED LIABILITIES
22
1,627
1,154
506
Term loans 24
37,373
31,779
30,000
30,000
Deferred tax liabilities
28
245
256
9
53
131,280
110,655
98,731
87,548
The attached notes form an integral part of the financial statements.
060
INCOME
STATEMENTS
for the financial year ended 30 June 2006
NOTE
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Revenue
29
221,372
192,037
20,926
4,118
Cost of sales
(99,953)
(98,793)
-
Gross profit
121,419
93,244
20,926
4,118
Other operating income
1,200
998
530
1,210
Marketing and distribution expenses
(48,564)
(34,656)
-
General and administration expenses
(46,847)
(39,843)
(3,082)
(2,145)
Profit from operations
27,208
19,743
18,374
3,183
Finance costs
(5,727)
(5,338)
(2,431)
(2,518)
Share of profits/(losses) in associated companies
13
(29)
-
Profit before tax
30
21,494
14,376
15,943
665
Tax expense
31
(7,072)
(6,339)
(4,975)
(315)
Profit after tax
14,422
8,037
10,968
350
Minority interests
(591)
58
-
13,831
8,095
10,968
350
Gross dividend per ordinary share (%)
32
10
10
10
10
Earnings per share (sen)
33
- Basic
31.82
19.80
- Diluted
29.16
19.39
Annual Report 2006
061
STATEMENTS OF
CHANGES IN EQUITY
Non-distributable
Distributable
Ordinary
Foreign
share
Share
exchangeOther
Retained
capital premium
reserve
reserves
profitsTotal
RM’000 RM’000
RM’000
RM’000
RM’000
RM’000
GROUP
Balance as at 30 June 2004
40,419
1,777
1,610
612
21,670
66,088
Issue of shares pursuant to the exercise of:
- Executives’ Share Option Scheme
1,448
12
-
-
-
1,460
- Warrants 27
3
-
(3)
-
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 32)
-
-
-
-
(1,462)
(1,462)
41,894
1,792
1,636
2,703
28,303
76,328
976
40
-
-
-
1,016
- Warrants 1,910
191
-
(191)
-
1,910
Capital reserve arising from
acquisition of additional equity interest in a subsidiary
company
-
-
-
37
-
37
Translation gain
-
-
126
-
-
126
Net gain not recognised in the
income statement
-
-
126
-
-
126
-
-
-
-
13,831
13,831
Dividends (Note 32)
-
-
-
-
(3,173)
(3,173)
44,780
2,023
1,762
2,549
38,961
90,075
062
STATEMENTS OF
CHANGES IN EQUITY (cont’d)
Non-distributable
Distributable
Ordinary
share
ShareOther
Retained
capital
premium
reserves
profitsTotal
RM’000
RM’000
RM’000
RM’000
RM’000
COMPANY
40,419
1,777
-
12,830
55,026
1,448
12
-
-
1,460
- Warrants
27
3
(3)
-
27
Issue of warrants
-
-
2,094
-
2,094
-
-
-
350
350
Dividends (Note 32)
-
-
-
(1,462)
(1,462)
41,894
1,792
2,091
11,718
57,495
976
40
-
-
1,016
- Warrants
1,910
191
(191)
-
1,910
-
-
-
10,968
10,968
Dividends (Note 32)
-
-
-
(3,173)
(3,173)
44,780
2,023
1,900
19,513
68,216
Annual Report 2006
063
CASH FLOW
STATEMENTS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
21,494
14,376
15,943
665
Adjustments for:
Inventories written off
81
155
-
Share of (profit)/loss in associated companies
(13)
29
-
Allowance for doubtful debts
1,714
1,706
-
Amortisation of trademarks
5
5
-
Bad debts written off
13
9
-
Depreciation of property, plant and equipment
7,760
5,763
702
452
Dividend income
-
-
(18,835)
(2,100)
Loss on disposal of property, plant and equipment
7
75
-
Impairment loss on investment in a subsidiary company
-
-
500
Impairment loss on investment properties
700
72
-
Impairment loss on goodwill
1,493
1,528
-
Impairment loss on property, plant and equipment
288
159
-
Interest expense
4,907
4,748
2,420
2,507
Interest income
(135)
(110)
(210)
(1,168)
Loss/(Gain) on disposal of investment in a subsidiary company
-
26
(292)
Property, plant and equipment written off
132
79
-
Unrealised (gain)/loss on foreign currency transactions
(124)
13
-
Long term investment written off
28
-
-
Operating profit before changes in working capital 38,350
28,633
228
356
Decrease in property development expenditure
5,522
18,045
-
Increase in inventories
(366)
(9,824)
-
Increase in trade receivables
(9,597)
(3,879)
-
Decrease/(Increase) in other receivables, deposits and prepayments 7,209
(7,044)
252
48
(Decrease)/Increase in trade payables
(2,923)
4,459
-
Increase/(Decrease) in other payables and accruals
3,527
(7,731)
(57)
104
Cash generated from operations
41,722
22,659
423
508
Tax paid
(6,876)
(5,367)
(83)
(203)
Net cash from operating activities
34,846
17,292
340
305
064
CASH FLOW
STATEMENTS (cont’d)
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
Dividend received
Placement of fixed deposits pledged to licensed banks
Proceeds from disposal of shares in a subsidiary company
Acquisition of additional shares in subsidiary companies
Acquisition of a subsidiary company net of cash acquired (Note 34)
Proceeds from disposal of investment properties
Proceeds from disposal of property, plant and equipment
Purchase of long term investments
Purchase of investment properties
Purchase of property, plant and equipment (Note 35)
Payment for trademarks
Net cash (used in)/from investing activities
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
135
-
(18)
-
-
-
1,996
61
(471)
(2,500)
(7,511)
-
110
-
(465)
37
-
34
-
392
-
(1,996)
(17,128)
(2)
210
13,616
-
380
(6,300)
-
-
-
-
-
(140)
-
1,168
1,512
(605)
(845)
-
(8,308)
(19,018)
7,766
1,230
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid
(4,907)
(4,748)
(2,420)
(2,507)
Advances to an associated company
(1)
(1)
(1)
(1)
(Repayment to)/Advances from subsidiary companies
-
-
(5,726)
183
Repayment by/(Advances to) subsidiary companies
-
-
2,225
(1,731)
Dividends paid to shareholders
(3,173)
(1,462)
(3,173)
(1,462)
Dividends paid to minority shareholders
(16)
-
-
Proceeds from issue of shares pursuant to exercise of:
1,016
1,460
1,016
1,460
- Warrants
1,910
27
1,910
27
Proceeds from issue of shares to minority shareholders
100
-
-
Proceeds from issue of warrants
-
2,094
-
2,094
Net drawdown/(repayment) of term loans
3,909
(2,920)
(437)
(2,040)
Repayment of revolving credits
-
(900)
-
Net (repayment)/addition of bankers’ acceptance
(3,623)
5,761
-
Repayment of hire-purchase and lease creditors
(748)
(601)
(122)
Net cash used in financing activities
(5,533)
(1,290)
(6,728)
(3,977)
NET INCREASE/(DECREASE) IN CASH
AND CASH EQUIVALENTS
21,005
(3,016)
1,378
(2,442)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE FINANCIAL YEAR
(1,766)
1,218
22
2,464
FOREIGN EXCHANGE DIFFERENCES
ON OPENING BALANCES
63
32
-
CASH AND CASH EQUIVALENTS AT END OF
THE FINANCIAL YEAR (Note 36)
19,302
(1,766)
1,400
22
Annual Report 2006
065
NOTES TO THE
FINANCIAL STATEMENTS
30 June 2006
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 foreign currency exchange 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.
066
NOTES TO THE
FINANCIAL STATEMENTS (cont’d)
30 June 2006
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d)
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.
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.
Annual Report 2006
067
NOTES TO THE
30 June 2006
5. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
5.2 Basis of consolidation (cont’d)
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 difference between the cost of acquisition and the fair value of the Group’s share of the subsidiary companies’
identifiable net assets at the date of acquisition is reflected as goodwill or negative goodwill arising 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 net results and of net assets of subsidiary companies attributable
to interests which are not owned, directly or indirectly through subsidiary companies within the Group.
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 companies
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.
068
NOTES TO THE
30 June 2006
5.3 Investments (cont’d)
(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 owned 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 there is a permanent diminution
in their value.
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 the term of the respective lease period which
ranges from 50 to 100 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.
Annual Report 2006
069
NOTES TO THE
30 June 2006
5.5 Land held for property development (cont’d)
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. The property development
costs are stated at the lower of cost and net realisable value.
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.
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, are not depreciated and are stated at cost less impairment
losses, if any.
070
NOTES TO THE
30 June 2006
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, if any.
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.
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.
Annual Report 2006
071
NOTES TO THE
30 June 2006
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 and the Company.
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.
5.14.3Equity 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.
5.15.1Current tax expense
Current tax expense includes all domestic and foreign taxes which are based on taxable profits for the financial
year and is measured using the prevailing tax rates at the balance sheet date.
072
NOTES TO THE
30 June 2006
5.15
Income tax (cont’d)
5.15.2Deferred 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 or unused tax losses 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 the settlement of foreign transactions and 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.
(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
2006
RM
2005
RM
3.67503.8000
4.66984.5948
2.31262.2537
0.45980.4591
0.47320.4890
0.03200.0345
2.98022.9678
0.09610.0920
Annual Report 2006
073
NOTES TO THE
30 June 2006
5.17
Revenue recognition
Revenue from sale of goods is recognised upon delivery of products and customer’s acceptance.
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.
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 business segment with a majority of operating income earned from providing products or services to external
customers that are subject to different risks and returns, 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.
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.
074
NOTES TO THE
30 June 2006
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.
Annual Report 2006
075
NOTES TO THE
30 June 2006
6. PROPERTY, PLANT AND EQUIPMENT
Group
Balance
as at
Written Reclassi-Translation
2006
1 July
Additions Disposals
off
fications adjustments
RM’000
RM’000
RM’000
RM’000 RM’000
RM’000
Cost
Freehold land 3,002
-
-
-
-
-
Buildings on freehold land
25,138
2,346
-
-
-
-
Long term leasehold land
714
-
-
-
-
-
Buildings on long term
leasehold land
7,041
-
-
-
-
-
Plant and machinery
2,710
-
-
(926)
-
-
Furniture, fittings and
counter fixtures
17,465
5,225
(255)
(3,383)
137
70
Office equipment
7,532
1,088
(58)
(1,035)
290
66
Office equipment under
hire-purchase and lease
290
-
-
-
(290)
-
Renovation
3,126
243
-
(152)
(137)
20
558
104
-
(127)
-
-
Motor vehicles
1,207
28
(50)
-
-
15
Motor vehicles under
hire-purchase 2,146
1,508
(156)
-
-
-
Properties under construction
855
-
-
-
-
-
71,784
10,542
(519)
(5,623)
-
171
Charge
Balance
for the
as at
financial
1 July
year
Disposals
off
RM’000
RM’000
RM’000
RM’000 RM’000
RM’000
Accumulated depreciation
2,452
550
-
-
-
-
51
8
-
-
-
-
leasehold land
1,069
97
-
-
-
-
Plant and machinery
2,556
8
-
(806)
-
-
counter fixtures
9,658
4,800
(247)
(3,375)
-
45
Office equipment
5,463
880
(55)
(1,031)
188
62
130
58
-
-
(188)
-
Renovation
1,790
472
-
(152)
-
21
348
54
-
(127)
-
-
Motor vehicles
714
185
(50)
-
-
3
hire-purchase 794
648
(99)
-
-
-
25,025
7,760
(451)
(5,491)
-
131
Balance
as at
30 June
RM’000
3,002
27,484
714
7,041
1,784
19,259
7,883
3,100
535
1,200
3,498
855
76,355
Balance
as at
30 June
RM’000
3,002
59
1,166
1,758
10,881
5,507
2,131
275
852
1,343
26,974
076
NOTES TO THE
30 June 2006
6. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Impairment
Balance
loss for the
as at
financial
1 July
year
RM’000
RM’000
Impairment loss
133
143
Buildings on long term leasehold land
1,819
145
855
-
2,807
288
Group
2005
Balance
as at
1 July
Additions Disposals
off
RM’000
RM’000
RM’000
RM’000 RM’000
RM’000
Cost
Freehold land 3,002
-
-
-
-
-
17,966
7,172
-
-
-
-
277
437
-
-
-
-
leasehold land
6,437
604
-
-
-
-
Plant and machinery
3,880
83
(196)
(1,057)
-
-
counter fixtures
13,078
6,882
(927)
(1,663)
50
45
Office equipment
7,118
1,163
(37)
(1,029)
269
48
586
-
-
-
(296)
-
Renovation
3,125
1,100
(1,128)
-
(8)
37
500
73
-
-
(15)
-
Motor vehicles
780
862
(375)
-
(60)
-
hire-purchase 1,373
713
-
-
60
-
Properties under
construction
855
-
-
-
-
-
58,977
19,089
(2,663)
(3,749)
-
130
Balance
as at
30 June
RM’000
276
1,964
855
3,095
Balance
as at
30 June
RM’000
3,002
25,138
714
7,041
2,710
17,465
7,532
290
3,126
558
1,207
2,146
855
71,784
Annual Report 2006
077
NOTES TO THE
30 June 2006
Charge
Balance
for the
as at
financial
1 July
year
Disposals
off
RM’000
RM’000
RM’000
RM’000 RM’000
RM’000
2,089
363
-
-
-
-
44
7
-
-
-
-
leasehold land
972
97
-
-
-
-
Plant and machinery
3,696
84
(196)
(1,028)
-
-
8,447
3,560
(739)
(1,658)
13
35
Office equipment
5,595
655
(25)
(984)
175
47
188
117
-
-
(175)
-
Renovation
2,550
321
(1,112)
-
(4)
35
313
44
-
-
(9)
-
Motor vehicles
723
152
(124)
-
(37)
-
hire-purchase 394
363
-
-
37
-
25,011
5,763
(2,196)
(3,670)
-
117
Balance
as at
30 June
RM’000
2,452
51
1,069
2,556
9,658
5,463
130
1,790
348
714
794
25,025
Impairment
Balance
loss for the
Balance
as at
financial
as at
1 July
year
30 June
RM’000
RM’000
RM’000
Impairment loss
120
13
133
1,673
146
1,819
855
- 855
2,648
159
2,807
Company
Balance
as at
Written
2006
1 July
Additions
off
RM’000
RM’000
RM’000
Cost
Freehold land
2,530
-
-
Building on freehold land
17,080
-
-
Furniture, fixtures and fittings
318
6
-
Office equipment
253
7
(89)
Renovation
354
-
-
Electrical installation
39
-
-
Motor vehicles under hire-purchase
-
902
-
20,574
915
(89)
Balance
as at
30 June
RM’000
2,530
17,080
324
171
354
39
902
21,400
078
NOTES TO THE
30 June 2006
Balance
Charge for
as at
the financial
Written
1 July
year
off
RM’000
RM’000
RM’000
2,189
342
-
97
48
-
Office equipment
151
44
(89)
Renovation
37
89
-
3
6
-
Motor vehicles under hire-purchase
-
173
-
2,477
702
(89)
Balance
as at
30 June
RM’000
Company
Balance
as at
2005
1 July
Additions
RM’000
RM’000
Cost
Freehold land
2,530
-
16,900
180
112
206
Office equipment
187
66
Renovation
-
354
-
39
19,729
845
Balance
as at
30 June
RM’000
Balance
Charge for
as at
the financial
1 July
year
RM’000
RM’000
1,848
341
67
30
Office equipment
110
41
Renovation
-
37
-
3
2,025
452
Balance
as at
30 June
RM’000
2,531
145
106
126
9
173
3,090
2,530
17,080
318
253
354
39
20,574
2,189
97
151
37
3
2,477
Annual Report 2006
079
NOTES TO THE
30 June 2006
Company
2006
2005
RM’000
RM’000
Net book value
Freehold land
3,002
3,002
2,530
24,206
22,553
14,549
655
663
-
3,911
4,153
-
Plant and machinery
26
154
-
8,378
7,807
179
Office equipment
2,376
2,069
65
Office equipment under hire-purchase
and lease
-
160
-
Renovation
969
1,336
228
260
210
30
Motor vehicles
348
493
-
Motor vehicles under hire-purchase and lease
2,155
1,352
729
46,286
43,952
18,310
Group
2006
2005
RM’000
RM’000
Group
2006
2005
RM’000
RM’000
2,530
14,891
221
102
317
36
18,097
Company
2006
2005
RM’000
RM’000
Net book value of property, plant and
equipment pledged as securities for
banking facilities granted are as
follows:
Freehold land
3,002
3,002
2,530
23,941
15,290
14,549
655
663
-
1,959
2,020
-
29,557
20,975
17,079
2,530
14,891
17,421
The properties under construction in respect of a subsidiary company, Luxury Parade Sdn. Bhd. have been written down to its
estimated recoverable value based on its estimated net selling price.
080
NOTES TO THE
30 June 2006
7. LAND HELD FOR PROPERTY DEVELOPMENT
Cost Balance as at 1 July
Additions during the financial year
Less: Cost of land and related development expenditure disposed off during the year.
Balance as at 30 June
Group
2006
RM’000
2005
RM’000
10,343
28
(5,550)
28,388
1,430
(19,475)
4,821
10,343
Land held for property development as at financial year end comprises:
Freehold land - at cost
Development expenditure
2,220
2,601
4,448
5,895
4,821
10,343
8. INVESTMENT IN SUBSIDIARY COMPANIES
Company
2006
2005
RM’000
RM’000
Unquoted shares - at cost
Less: Impairment loss
52,188
(500)
45,976
-
51,688
45,976
The subsidiary companies are as follows:
Country of
Name of company
incorporation
Group’s
effective interest
2006
2005
%
%Principal activities
CB Marketing
Malaysia
100
100
Designing, promoting and marketing of
Sdn. Bhd.
fashionable leather goods
CB Holdings (Malaysia) Malaysia
100
100
Property investment and management services
Sdn. Bhd.
Ataly Industries Sdn. Bhd.
Malaysia
100
100
Distribution of fashionable leather 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
Annual Report 2006
081
NOTES TO THE
30 June 2006
8. INVESTMENT IN SUBSIDIARY COMPANIES (cont’d)
Country of
Name of company
incorporation
Group’s
effective interest
2006
2005
%
BCB Properties Sdn. Bhd.
Malaysia
100
100
Pasti Anggun Sdn. Bhd.
Malaysia
70
70
Long Bow Manufacturing
Malaysia
100
100
Manufacturing and marketing of leather goods
Sdn. Bhd.
De Marts Marketing Malaysia
100
100
Sdn. Bhd.
ladies’ footwear
Mcore Sdn. Bhd.
Malaysia
60
60
Marketing and distribution of fashionable leather goods Future Classic Sdn. Bhd. Malaysia
100
100
leather goods
Daily Frontier Sdn. Bhd. Malaysia
100
100
Marketing, distribution and export of fashionable
goods and accessories
Armani Context Sdn. Bhd.
Malaysia
100
100
Interior design, advertising and promotion
Banyan Sutera Sdn. Bhd.
Malaysia
80
50
* Kin Sheng International
Hong Kong
100
100
General trading and marketing of fashionable goods
Trading Co. Limited
* Active World Pte. Ltd.
Singapore
100
100
Wholesaling and retailing of fashionable leather goods and apparels
* Jetbest Enteprise Pte. Ltd. Singapore
-
100
Wholesaling, retailing, importing and exporting
of leather goods and accessories
Dominion Directions Malaysia
100
100
Sdn. Bhd.
accessories
Subsidiary companies of
Dominion Directions Sdn. Bhd.
VR Directions Sdn. Bhd.
Malaysia
70
70
accessories, and ladies’ apparel
SB Directions Sdn. Bhd.
Malaysia
100
100
Marketing and distribution of fashionable accessories
082
NOTES TO THE
30 June 2006
8. INVESTMENT IN SUBSIDIARY COMPANIES (cont’d)
Group’s
effective interest
Country of
2006
2005
Name of company
incorporation
%
Subsidiary company of
Mcore Sdn. Bhd.
Apex Marble Sdn. Bhd.
Malaysia
60
-
Subsidiary company of
Active World Pte. Ltd.
* Jetbest Enteprise Pte. Ltd. Singapore
100
-
Wholesaling, retailing, importing and exporting
of leather goods and accessories
* Subsidiary companies not audited by BDO Binder.
During the financial year:
(i) the Company disposed off 10,002 ordinary shares of SGD1.00 each representing its 100% equity interest in Jetbest
Enterprise Pte. Ltd. to another subsidiary company, Active World Pte. Ltd. for a total cash consideration of RM380,086;
(ii) the Company subscribed 5,500,000 ordinary shares of RM1.00 each in Luxury Parade Sdn. Bhd. (“LPSB”) at par for
a total cash consideration of RM5,500,000. The Company’s equity interest in LPSB remained at 100% after the said
subscription;
(iii) the Company subscribed 400,000 ordinary shares of RM1.00 each in Future Classic Sdn. Bhd. (“FCSB”) at par for
a total cash consideration of RM400,000. The Company’s equity interest in FCSB remained at 100% after the said
subscription;
(iv) the Company subscribed 399,999 ordinary shares of RM1.00 each in Banyan Sutera Sdn. Bhd. (“BSSB”) at par 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; and
(v) a subsidiary company, Mcore Sdn. Bhd. had subscribed 299,998 ordinary shares of RM1.00 each representing 60%
equity interest in Apex Marble Sdn. Bhd., at par for a total cash consideration of RM299,998.
Annual Report 2006
083
NOTES TO THE
30 June 2006
9. INVESTMENT IN ASSOCIATED COMPANIES
Group
2006
2005
RM’000
RM’000
Unquoted shares - at cost
236
Share of post acquisition retained earnings and
reserves, less losses
(43)
193
236
236
(56)
-
180
236
236
236
Group
Company
2006
2005
RM’000
RM’000
2006
RM’000
2005
RM’000
193
180
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:
Percentage of
equity interest
Country of
2006
2005
Name of company
incorporation
%
Makabumi Sdn. Bhd.
Malaysia
40
40
BBA International Co., Ltd. Thailand
49
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 2006 while the financial results of Makabumi Sdn. Bhd. is not being equity accounted for as it is dormant
and the amounts involved are not significant.
10.INTEREST IN JOINT VENTURE
Group
2006
RM’000
2005
RM’000
Development costs
516
3,399
Less: Impairment loss
(2,883)
516
516
Less: Reclassified to other receivables (Note 16)
(516)
-
516
084
NOTES TO THE
30 June 2006
10.INTEREST IN JOINT VENTURE (cont’d)
The interest in joint venture for the current financial year is net of development costs written off of RM2,883,000 (2005: Nil).
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 a 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.
The interest in joint venture is reclassified to other receivables as the joint venture agreement has lapsed.
11.INVESTMENT PROPERTIES
Group
2006
2005
RM’000
RM’000
Cost
Shoplots, clubhouse and carparks on freehold land
As at beginning of financial year
5,005
3,009
Addition during the year
2,500
1,996
Disposal during the year
(1,996)
As at end of financial year
5,509
5,005
Shoplots on long term leasehold land
5,193
5,193
10,702
10,198
Impairment losses
(1,011)
- As at end of financial year
(1,011)
(989)
(22)
(1,011)
(1,033)
(700)
(983)
(50)
(1,733)
(1,033)
(2,744)
(2,044)
Annual Report 2006
085
NOTES TO THE
30 June 2006
11.INVESTMENT PROPERTIES (cont’d)
Group
2006
2005
RM’000
RM’000
Carrying value
Indicative market value of investment properties
4,498
3,460
3,994
4,160
7,958
8,154
7,958
8,154
The indicative market values of the investment properties provided by an independent professional valuer are based on
valuations carried out on 14 August 2006. It is used to determine the recoverable amount of the investment properties.
All the investment properties are charged to licensed banks for term loan facilities granted to the Group.
12.LONG TERM INVESTMENTS
Group
2006
2005
RM’000
RM’000
At cost Unquoted: Subordinated bonds
3,000
3,000
Club memberships 574
131
3,574
3,131
Company
2006
2005
RM’000
RM’000
3,000
-
3,000
-
3,000
3,000
The investment in unquoted subordinated bonds is in relation to a term loan as disclosed in Note 24. It is required to be held
until the maturity of the term loan.
13.INTANGIBLE ASSETS
Goodwill on consolidation
Cost
Arising from acquisition of a subsidiary company
Group
2006
RM’000
10,607
10,607
2005
RM’000
10,571
36
10,607
086
NOTES TO THE
30 June 2006
13.INTANGIBLE ASSETS (cont’d)
Goodwill on consolidation (cont’d)
Group
2006
RM’000
2005
RM’000
Impairment loss
Impairment loss during the financial year
(2,751)
(1,493)
(1,223)
(1,528)
(4,244)
(2,751)
6,363
7,856
The impairment of goodwill in subsidiary companies is recognised during the financial year to reflect the recoverable amounts
based on its value in use.
Trademarks
Group
2006
RM’000
2005
RM’000
Cost
987
984
Addition during the financial year
2
Translation adjustment
25
1
1,012
987
Amortisation
Amortisation during the financial year
Translation adjustment
Total intangible assets
(980)
(5)
(25)
(975)
(5)
-
(1,010)
(980)
2
7
6,365
7,863
14.INVENTORIES
At cost Group
2006
RM’000
2005
RM’000
Raw materials
Work-in-progress
Finished goods Consumables
2,415
740
34,821
176
2,728
533
34,331
190
38,152
37,782
The inventories of the Group is net of inventories written off of RM80,826 (2005: RM154,922).
Annual Report 2006
087
NOTES TO THE
FINANCIAL sTATEMENTS (cont’d)
30 June 2006
15.TRADE RECEIVABLES
Group
2006
2005
RM’000
RM’000
Trade receivables
Less: Allowance for doubtful debts
44,284
(1,370) 34,418
(1,282)
42,914
33,136
Trade receivable are as follows:
Current assets:
Trade receivables
33,898
(1,370)
34,418
(1,282)
Non-current assets:
Trade receivable due later than one year and not later than five years
32,528
33,136
10,386
-
42,914
33,136
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 RM18,800,000 (2005: RM11,671,200). On May 2006, a subsidiary company, Pasti Anggun
Sdn. Bhd. entered into a Supplemental Agreement (“SA”) with a third party for the settlement of the balance outstanding from
the sale of land, and it is to be settled as follows:
RM’000
Not later than 6 months from the date of SA
3,414
5,000
10,386
18,800
The currency profile of trade receivables is as follows:
Group
2006
2005
RM’000
RM’000
Ringgit Malaysia
US Dollar
Singapore Dollar
Hong Kong Dollar
38,815
1,728
3,741
-
31,929
68
2,409
12
44,284
34,418
088
NOTES TO THE
30 June 2006
16.OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Other receivables, deposits and prepayments
Add: Reclassified from interest in joint
venture (Note 10)
16,229
23,354
451
703
516
-
-
-
16,745
23,354
451
703
(2,326)
(700)
-
-
14,419
22,654
451
703
Included in the deposits of the Group is a deposit of RM3,500,000 (2005: RM3,500,000) paid to a third party pursuant to a
joint venture agreement entered between a subsidiary company and a third party.
Included in the prepayments of the Group and of the Company is a prepaid interest of RM438,493 (2005: RM588,493) paid to
a financial institution in respect of a term loan.
17.AMOUNTS OWING BY/(TO) SUBSIDIARY COMPANIES
Company
The amounts owing by/(to) subsidiary companies represent mainly rental receivable and advances which are unsecured,
interest-free and are repayable on demand except for advances to CB Marketing Sdn. Bhd. amounting to RM3,000,158 (2005:
RM8,445,222) which bears interest at 7.75% per annum (2005: 7.75% per annum). In the previous financial year, advances
to Pasti Anggun Sdn. Bhd. amounting to RM16,277,648 bore interest at 7.90% 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 is repayable on
demand.
Annual Report 2006
089
NOTES TO THE
30 June 2006
19.FIXED DEPOSITS WITH LICENSED BANKS
The currency profile of fixed deposits with licensed banks is as follows:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Ringgit Malaysia
Singapore Dollar
5,979
3,153
1,552
563
600
-
-
9,132
2,115
600
-
Included in the fixed deposits with licensed banks of the Group is an amount of fixed deposit of RM2,132,965 (2005:
RM2,115,220) 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 banks balances is as follows:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Ringgit Malaysia
Euro
Singapore Dollar
Hong Kong Dollar
US Dollar
Renminbi
Others
10,421
36
3,125
212
4
73
1
2,156
24
2,052
25
3
4
7
800
-
-
-
-
-
-
44
-
13,872
4,271
800
44
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 is as follows:
Group
2006
2005
RM’000
RM’000
Ringgit Malaysia
US Dollar
Euro
Singapore Dollar
Hong Kong Dollar
7,088
194
-
1,202
107
9,392
136
27
1,826
123
8,591
11,504
090
NOTES TO THE
30 June 2006
22.HIRE-PURCHASE AND LEASE CREDITORS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
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
717
1,794
-
568
1,217
69
173
542
-
-
Less: Future interest charges
2,511
(260)
1,854
(206)
715
(62)
-
Present value of hire-purchase and lease liabilities
2,251
1,648
653
-
Current liabilities:
- not later than one year
624
494
147
-
Non-current liabilities:
- later than one year and not later than five years
- later than five years
1,627
-
1,095
59
506
-
-
1,627
1,154
506
-
2,251
1,648
653
-
Repayable as follows:
23.BANK BORROWINGS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Secured
Bankers’ acceptance
Revolving credits
Term loans (Note 24)
5,620
4,000
1,488
5,457
4,000
1,482
-
-
-
437
Unsecured
11,108
10,939
-
437
Revolving credits
19,875
450
23,646
450
-
-
-
20,325
24,096
-
-
Total
31,433
35,035
-
437
Certain bank borrowings of the Group and of the Company are secured by first fixed charges over certain freehold and long
term leasehold land, and buildings on freehold and long term leasehold land of the Company and its subsidiary companies.
Annual Report 2006
091
NOTES TO THE
30 June 2006
24.TERM LOANS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Secured
Term loan I is repayable by 120 equal monthly instalments of
RM5,671 each commencing July 1999
25
89
-
-
Term loan II is repayable by 120 equal monthly instalments of
RM12,305 each commencing March 1997
165
294
-
-
Term loan III is repayable as follows:
- 4 equal monthly instalments of RM16,887 each commencing
January 1998
May 1998
250
454
-
-
Term loan IV is repayable as follows:
February 1998
May 1998
534
962
-
-
Term loan V is repayable as follows:
October 1997
May 1998
131
261
-
-
Term loan VI is repayable by 72 equal monthly instalments of
RM180,007 each commencing November 1999
-
437
-
437
Term loan VII is repayable by 96 equal monthly instalments of
RM10,665 each commencing August 2005
682
764
-
-
1,787
3,261
-
437
Balance carried forward
092
NOTES TO THE
30 June 2006
24.TERM LOANS (cont’d)
Group
Company
2006
2005
2006
2005
RM’000
RM’000
RM’000
RM’000
Balance brought forward
1,787
3,261
-
437
Term loan VIII is repayable by as follows:
- 12 equal monthly instalments of RM48,652
each commencing January 2006
5,409
-
-
-
Term loan IX is repayable by 300 equal monthly instalments of
SGD3,286 each commencing January 2006
1,665
-
-
8,861
3,261
-
437
Unsecured
Term loan X is repayable by 1 final
settlement of RM30,000,000 at the
end of 5 years from 3 June 2004
30,000
30,000
30,000
30,000
38,861
33,261
30,000
30,437
Current liabilities:
- within one year (Note 23)
1,488
1,482
-
437
Non-current liabilities:
- more than one year and less than five years
- more than five years
32,048
5,325
31,482
297
30,000
-
30,000
-
37,373
31,779
30,000
30,000
38,861
33,261
30,000
30,437
Repayable as follows:
Annual Report 2006
093
NOTES TO THE
30 June 2006
24.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 on freehold land of the Company.
Term loan VII is secured by means of legal charge over long term leasehold land and buildings on long term leasehold land of
a subsidiary company and guaranteed by the Company.
Term loans VIII and IX are secured by means of legal charge over buildings on freehold land of subsidiary companies and
guaranteed by the Company.
Term loan X 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. The subordinated bonds are unquoted and are to be held until the maturity
of the term loan.
The weighted average effective annual interest rates of the term loans are as follows:
Group
Term loan I
Term loan II
Term loan III
Term loan IV
Term loan V
Term loan VI
Term loan VII
Term loan VIII
Term loan IX
Term loan X
2006
%
2005
%
8.50
8.50
9.00
9.00
9.00
-
5.00
3.88
2.50
7.90
7.75
7.75
8.25
8.25
8.25
7.75
4.25
-
-
7.90
Company
2006
2005
%
%
-
-
-
-
-
-
-
-
-
7.90
7.75
7.90
25.BANK OVERDRAFTS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Secured
Unsecured
993
576
2,217
3,820
-
-
22
-
1,569
6,037
-
22
Certain bank overdrafts of the Group and of the Company are secured by first fixed charges over certain freehold and long term
leasehold land, and buildings on freehold and long term leasehold land of the Company and its subsidiary companies.
094
NOTES TO THE
30 June 2006
26.SHARE CAPITAL
Group and Company
2006
2005
NumberNumber
of share
of share
’000
RM’000
’000
RM’000
Ordinary shares of RM1.00 each:
Authorised
Balance as at 1 July
Created during the financial year
100,000
-
100,000
-
50,000
50,000
50,000
50,000
100,000
100,000
100,000
100,000
Options exercised
Warrants exercised
41,894
976
1,910
41,894
976
1,910
40,419
1,448
27
40,419
1,448
27
44,780
44,780
41,894
41,894
Issued and fully paid
During the financial year, the Company increased its issued and paid-up share capital from RM41,894,000 to RM44,780,300
by way of:
(a) issuance of 976,000 new ordinary shares of RM1.00 each for cash at the option prices of RM1.00, RM1.10 and RM1.13
per share, by virtue of the exercise of share options pursuant to the Company’s Executives’ Share Option Scheme; and
(b) issuance of 1,910,300 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:
(a) authorised share capital from RM50 million to RM100 million by the creation of additional 50 million ordinary shares of
RM1.00 each; and
(b) issued and paid-up share capital from RM40,419,000 to RM41,894,000 by way of:
(i) issuance of 1,448,000 new ordinary shares of RM1.00 each for cash at the option prices of RM1.00 and RM1.13 per
share, by virtue of the exercise of share options pursuant to the Company’s Executives’ Share Option Scheme; and
(ii) issuance 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.
Annual Report 2006
095
NOTES TO THE
30 June 2006
26.SHARE CAPITAL (cont’d)
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 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 2006 was 1,910,300 (2005: 27,000). As at 30 June
2006, a total of 18,996,200 Warrants are still unexercised.
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;
(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.
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) Any executive of the Group or Director shall be eligible to participate in the ESOS at the date of offer if:
(i) the eligible executive has attained the age of eighteen (18) years;
(ii) an executive or Executive Director is employed within the Group (other than a company which is dormant) for a
continuous period of at least one (1) year in the Group and his employment must have been confirmed at the date of
offer; and
(ii) a Non-Executive Director of the Company must have served in that capacity for a continuous period of at least one
(1) year from the date of his appointment.
(b) The maximum number of options offered under the ESOS shall not exceed 15% 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 RM1.00 per share, 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.
096
NOTES TO THE
30 June 2006
26.SHARE CAPITAL (cont’d)
Executives’ Share Option Scheme (cont’d)
The details and movement of share options over ordinary shares of the Company are as follows:
Number of options over ordinary shares of RM1.00 each
Option
Balance
Balance
exercise
as at
as at
Date of offer
price
1 July
Granted
Retracted*Exercised
30 June
2006
16 October 2002
22 May 2004
19 December 2005
1.13
1.00
1.10
389,000
1,638,000
-
-
-
2,588,000
(5,000)
(21,000)
(32,000)
(19,000)
365,000
(580,000) 1,037,000
(377,000) 2,179,000
2,027,000
2,588,000
(58,000)
(976,000) 3,581,000
1.13
1.00
497,000
3,029,000
-
-
(9,000)
(42,000)
(99,000)
389,000
(1,349,000) 1,638,000
3,526,000
-
(51,000)
(1,448,000) 2,027,000
2005
16 October 2002
22 May 2004
* Retracted due to resignations.
Details of the share options and Warrants exercised during the financial year and the fair value of shares issued at the exercise
date are as follows:
Number of
Fair value of
OrdinaryExercise
ordinary shares issued
Date of offer
shares
price
ConsiderationPer shareTotal
issued RM
RM
RM
RM
August 2005
October 2005
November 2005
December 2005
February 2006
March 2006
April 2006
May 2006
June 2006
610,900
134,000
100,000
1,332,400
193,000
26,000
94,000
252,000
144,000
1.00
1.00 - 1.13
1.00
1.00
1.00 - 1.13
1.00 - 1.10
1.00 - 1.10
1.00 - 1.10
1.00 - 1.10
2,886,300
610,900
135,300
100,000
1,332,400
202,170
28,200
98,200
265,400
153,900
1.18
1.25
1.22
1.23 - 1.27
1.25
1.28
1.29
1.30
1.31
720,862
167,500
122,000
1,640,962
241,250
33,280
121,260
327,600
188,640
2,926,470 3,563,354
Ordinary share capital - at par
Share premium
2,886,300
40,170
Proceeds received on exercise of share options
and Warrants
2,926,470
Annual Report 2006
097
NOTES TO THE
30 June 2006
27.RESERVES
Group
2006
2005
RM’000
RM’000
Company
2006
2005
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
2,023
1,762
1,792
1,636
2,023
-
1,792
-
649
1,900
612
2,091
-
1,900
2,091
Distributable
6,334
6,131
3,923
3,883
Retained profits
38,961
28,303
19,513
11,718
45,295
34,434
23,436
15,601
Issuance of Warrants are in respect of 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.
he increase in share premium arose from the issuance of 396,000 new ordinary shares of RM1.00 each at issue prices of
T
RM1.10 and RM1.13 per ordinary share pursuant to the Executives’ Share Option Scheme, and the exercise of 1,910,300
Warrants at an exercise price of RM1.00 each with an issue price of RM0.10 per Warrant.
Subject to the agreement of the Inland Revenue Board:
(a) the Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and balance in its tax exempt
account to frank the payment of net dividends amounting to approximately RM12,851,000 (2005: RM10,945,000)
out of its retained profits as at 30 June 2006. Retained profits not covered by tax credit amounted to RM6,662,000
(2005: RM773,000); and
(b) the Company and certain subsidiary companies have tax exempt accounts amounting to approximately RM5,856,000
(2005: RM5,856,000) and RM3,159,000 (2005: RM3,159,000) respectively available for distribution of tax exempt
dividends.
28.DEFERRED TAX (ASSETS)/LIABILITIES
(a) The deferred tax assets and liabilities are made up of the following:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
(26)
(181)
53
12
Recognised in the income statement (Note 31)
(32)
155
(44)
41
(58)
(26)
9
53
098
NOTES TO THE
30 June 2006
28.DEFERRED TAX (ASSETS)/LIABILITIES (cont’d)
Presented after appropriate offsetting as follows:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Deferred tax assets, net
Deferred tax liabilities, net
(303)
245
(282)
256
-
9
53
(58)
(26)
9
53
(b) The movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:
Deferred tax assets
Group
2006
2005
RM’000
RM’000
322
355
Recognised in the income statements:
Temporary differences arising from accelerated
depreciation/(capital allowances)
38
(32)
Utilisation of unutilised capital allowances
(14)
(3)
Other deductible temporary differences
20
2
44
(33)
366
322
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
296
174
53
12
Recognised in the income statements:
Temporary differences arising from
accelerated capital allowances/(depreciation)
Deferred income
98
(86)
21
101
(44)
-
41
-
12
122
(44)
41
308
296
9
53
Annual Report 2006
099
NOTES TO THE
30 June 2006
28.DEFERRED TAX (ASSETS)/LIABILITIES (cont’d)
(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
2006
2005
RM’000
RM’000
Depreciation in excess of the corresponding capital allowances
Arising from unabsorbed business losses
Arising from unutilised capital allowances
Other deductible temporary differences
130
58
156
22
92
58
170
2
366
322
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Capital allowances in excess of the corresponding
depreciation charged
Arising from deferred income
305
3
207
89
9
-
53
-
308
296
9
53
(d) The amount of temporary differences for which no deferred tax assets have been recognised in the balance sheet are as
follows:
Group
2006
2005
RM’000
RM’000
Unabsorbed business losses
Unutilised capital allowances
4,475
175
2,789
200
4,650
2,989
Deferred tax assets have not been recognised in respect of these items as it is not probable that taxable profit of certain
subsidiary companies will be available against which the deductible temporary differences or unused tax losses can be
utilised.
29.REVENUE
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Sale of goods
Rental income
Progressive sale of land
Dividend income - gross
213,892
351
7,129
-
171,450
393
20,194
-
-
2,091
-
18,835
2,018
2,100
221,372
192,037
20,926
4,118
100
NOTES TO THE
30 June 2006
30.PROFIT BEFORE TAX
Group
2006
2005
RM’000
RM’000
Company
2006
2005
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
Bad debts written off
Depreciation of property, plant and equipment
Directors’ remuneration:
- Fees
- payable by the Company
- payable by subsidiary companies
- Emoluments other than fees
- payable by the Company
- payable by subsidiary companies
Impairment loss on goodwill
Impairment loss on investment in a subsidiary company
Impairment loss on property, plant and equipment
Interest expense on:
- term loans
- bank overdrafts
- bankers’ acceptance
- hire-purchase and lease
- others
Inventories written off
Lease of office equipment
Long term investment written off
Loss on disposal of investment in a subsidiary company
Loss on disposal of property, plant and equipment
Property, plant and equipment written off
Realised loss on foreign currency transactions
Rental of premises
Research and development expenses
Unrealised loss on foreign currency transactions
88
1,626
5
1,006
700
5
-
-
-
-
187
4
164
12
15
-
15
1
13
-
13
7,760
11
4
9
5,763
4
-
-
702
4
452
270
759
270
803
270
-
270
-
65
3,512
1,493
-
700
288
14
2,642
1,528
-
72
159
65
-
-
500
-
-
14
-
2,671
558
1,138
125
415
81
19
28
-
7
132
102
9,309
1,848
-
2,705
588
942
97
416
155
18
-
26
75
79
2
7,680
1,893
13
2,375
16
-
29
-
-
-
-
-
-
-
-
-
-
-
2,490
17
-
Annual Report 2006
101
NOTES TO THE
30 June 2006
30.PROFIT BEFORE TAX (cont’d)
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
And crediting:
Gain on disposal of investment in a subsidiary company
Dividend income from subsidiary companies
- gross
Interest income from:
- subsidiary companies
- fixed deposit
- others
Rental income from:
- subsidiary companies
- others
Realised gain on foreign currency transactions
Unrealised gain on foreign currency transactions
-
-
292
-
-
-
18,835
2,100
-
135
-
-
78
32
185
25
-
1,129
7
32
-
388
167
124
-
393
141
-
2,092
-
29
-
2,018
41
-
31.TAX EXPENSE
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Current tax expense based on profit for the financial year:
Malaysian income tax
Foreign income tax
5,931
1,040
5,299
600
4,910
-
291
-
Deferred tax (Note 28)
6,971
(116)
5,899
155
4,910
(10)
291
41
Under/(Over) provision in prior years
- income tax
- deferred tax (Note 28)
6,855
6,054
4,900
332
133
84
285
-
109
(34)
(17)
-
7,072
6,339
4,975
315
102
NOTES TO THE
30 June 2006
31.TAX EXPENSE (cont’d)
The numerical reconciliation between the average effective tax rate and the applicable tax rate are as follows:
Group
Company
2006
2005
%
%
2006
%
2005
%
28
28
28
28
3
3
1
14
1
5
3
8
1
1
8
1
(2)
2
(3)
-
-
-
(2)
(1)
(1)
(3)
4
-
-
-
-
-
Under/(Over) provision in prior years
32
1
42
2
31
-
50
(3)
Average effective tax rate
33
44
31
47
Average applicable tax rate
Tax effect in respect of:
Depreciation on non-qualifying property, plant and equipment
Non-allowable expenses
- impairment
- others
Unutilised tax losses not recognised in loss making
subsidiary companies
Lower tax rates in foreign jurisdiction
Reduction in statutory tax rate on the first RM500,000
chargeable income for certain subsidiary companies
Income not subject to tax at group level
Utilisation of previously unrecognised tax losses
Tax savings of the Group are as follows:
Arising from utilisation of current tax losses
Arising from utilisation of previously unrecognised tax losses
Group
2006
2005
RM’000
RM’000
-
336
323
65
The Group has unabsorbed tax losses and unutilised capital allowances of approximately RM4,680,000 (2005: RM2,997,000)
and RM731,000 (2005: RM807,000) respectively.
Annual Report 2006
103
NOTES TO THE
30 June 2006
32.DIVIDENDS
Group and Company
2006 2005
Gross
Amount of
Gross
Amount of
dividend dividend net dividend dividend net
per share
of tax
per share
of tax
%
RM’000
%
RM’000
Dividend paid:
First and final dividend paid in respect of financial year
30 June 2005/2004
Special dividend paid in respect of financial year
30 June 2005/2004
8
2,538
5
1,462
2
635
-
-
10
3,173
5
1,462
Dividend proposed:
A first and final dividend of 8%, less income tax, and a special dividend of 2%, less income tax, amounting to RM2,580,000
and RM645,000 respectively in respect of the current financial year 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 these proposed dividends. These dividends, if approved by shareholders will be accounted for as
an appropriation of retained profits in the financial year ending 30 June 2007.
33.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 in issue during the financial year.
2006
2005
Consolidated profit after tax and minority interests (RM’000)
13,831
8,095
Weighted average number of ordinary shares in issue (’000)
43,471
40,875
31.82
19.80
Basic earnings per ordinary share (sen)
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 in issue 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.
104
NOTES TO THE
30 June 2006
33.EARNINGS PER ORDINARY SHARE (cont’d)
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:
2006
‘000
2005
‘000
Weighted average number of ordinary shares in issue
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
43,471
40,875
354
406
3,605
466
Weighted average number of ordinary shares for diluted earnings per share
47,430
41,747
29.16
19.39
Diluted earnings per ordinary share (sen)
34.ACQUISITION OF SUBSIDIARY COMPANIES
In the last 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 50% equity interest in Banyan Sutera Sdn. Bhd. for a total cash consideration of RM1.00.
The fair value of the assets acquired and liabilities assumed were as follows:
Group
2005
RM’000
Sundry receivables, deposits and prepayments
Sundry payables and accruals
57
41
(127)
Net liabilities acquired
Goodwill on consolidation (29)
36
Total purchase consideration discharged by cash
Less: Cash and cash equivalents acquired
Cash inflow on acquisition net of cash and cash equivalents acquired
7
(41)
(34)
Annual Report 2006
105
NOTES TO THE
30 June 2006
35.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
2006
2005
RM’000
RM’000
Purchase of property, plant and equipment (Note 6)
Financed by hire-purchase arrangements
Financed by term loan
Cash payments on purchase of property, plant and equipment
Company
2006
2005
RM’000
RM’000
10,542
(1,340)
(1,691)
19,089
(1,197)
(764)
915
(775)
-
845
-
7,511
17,128
140
845
36.CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Fixed deposits with licensed banks
Bank overdrafts
13,872
9,132
(1,569)
4,271
2,115
(6,037)
800
600
-
44
(22)
Less: Fixed deposits pledged to licensed banks (Note 19)
21,435
(2,133)
349
(2,115)
1,400
-
22
-
19,302
(1,766)
1,400
22
37.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, footwear,
accessories and leather goods
Manufacturing and marketing of fashionable leather goods
Rental and development of commercial properties
106
NOTES TO THE
30 June 2006
37.SEGMENTAL REPORTING (cont’d)
(i) Business segments (cont’d)
2006
Manu-
Retailing
facturing
RM’000
RM’000
Investment
and property
developmentElimination
RM’000
RM’000
Consolidation
RM’000
Revenue
External sales
Inter-segment sales
213,885
-
7
10,747
7,480
7,033
-
(17,780)
221,372
-
Total
213,885
10,754
14,513
(17,780)
221,372
Results
Profit/(Loss) from operations
29,581
324
(2,043)
(654)
Finance cost
Share of results of associated
companies
27,208
(5,727)
13
Profit before tax
Tax expense
21,494
(7,072)
Profit after tax
Minority interests
14,422
(591)
13,831
Other information
Segment assets
Tax recoverable
Deferred tax assets
Investment in associated companies
133,097
212
142
-
9,883
-
161
-
132,924
890
-
193
(88,224)
-
-
-
187,680
1,102
303
193
Total assets
189,278
Segment liabilities
28,829
925
55,285
(65,152)
Tax liabilities
4,449
7
29
-
204
-
41
-
Unallocated corporate borrowings
19,887
4,485
245
72,626
Total liabilities
97,243
Capital expenditure
8,449
13
2,080
Depreciation
6,457
181
1,122
5
-
-
Impairment losses on property,
plant and equipment
-
-
288
Impairment losses on goodwill
-
-
1,493
-
-
700
Non-cash expenses other than
depreciation, amortisation and
impairment
104
231
1,633
-
-
-
10,542
7,760
5
-
-
-
288
1,493
700
-
1,968
Annual Report 2006
107
NOTES TO THE
30 June 2006
(i) Business segments (cont’d)
2005
Manu-
Retailing
facturing
RM’000
RM’000
Investment
and property
developmentElimination
RM’000
RM’000
Consolidation
RM’000
Revenue
External sales
Inter-segment sales
171,447
-
3
7,461
20,587
5,508
-
(12,969)
192,037
-
Total
171,447
7,464
26,095
(12,969)
192,037
Results
Profit/(Loss) from operations
23,210
(292)
(2,451)
(724)
Finance cost
Share of results of associated
companies
19,743
(5,338)
(29)
Profit before tax
Tax expense
14,376
(6,339)
Profit after tax
Minority interests
8,037
58
8,095
Other information
Segment assets
Tax recoverable
Deferred tax assets
Investment in associated companies
135,197
68
93
-
9,212
-
189
-
132,922
134
-
180
(103,228)
-
-
-
174,103
202
282
180
Total assets
174,767
Segment liabilities
29,671
1,082
51,413
(62,946)
Tax liabilities
3,207
7
112
-
186
-
70
- Unallocated corporate borrowings
19,220
3,326
256
74,499
Total liabilities
97,301
Capital expenditure
Depreciation
Impairment losses on property,
plant and equipment
Impairment losses on goodwill
Non-cash expenses other than
depreciation, amortisation and
impairment
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
108
NOTES TO THE
30 June 2006
(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
2006
2005
RM’000
RM’000
Segment assets
2006
2005
RM’000
RM’000
Capital expenditure
2006
2005
RM’000
RM’000
Malaysia
Singapore
Others
159,965
40,657
20,750
152,251
29,463
10,323
161,021
20,371
6,288
154,807
15,969
3,327
6,946
3,113
483
16,394
2,436
259
221,372
192,037
187,680
174,103
10,542
19,089
Inter segment pricing is determined on an arm’s length basis under terms, conditions and prices not materially different
from transactions with unrelated parties.
38.SIGNIFICANT RELATED PARTY TRANSACTIONS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
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
380
527
135
150
- Datuk Ng Peng Hong @ 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, Lim Kwee Lian,
Lau Yu Huat and Ong May Chiun
649
546
135
120
Directors’ emoluments other than fees payable to:
- Chiang Sang Sem, Chiang Sang Bon, Chiang Heng Kieng,
Chiang Fong Tat and Chong Chin Look
1,274
852
63
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, Leong Tat Yan,
Chong See Moi, Lim Kwee Lian, Lau Yu Huat
and Ong May Chiun
2,303
1,804
2
-
Annual Report 2006
109
NOTES TO THE
30 June 2006
38.SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)
(ii) Inter-company transactions:
Company
2006
2005
RM’000
RM’000
Interest income receivable from subsidiary companies
Rental income received from subsidiary companies
Gross dividends received from subsidiary companies
185
2,092
18,835
1,129
2,018
2,100
The above transactions are entered into in the ordinary course of business and have been established under negotiated
terms.
39.CAPITAL COMMITMENTS
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Authorised and contracted for:
Property, plant and equipment
2,878
476
3,320
1,857
-
333
-
3,354
5,177
333
-
40.CONTINGENT LIABILITIES
Company - Unsecured
As at 30 June 2006, the Company has given corporate guarantees amounting to RM107 million (2005: RM91 million) to
financial institutions for banking facilities granted to and utilised by certain subsidiary companies.
The following banking facilities were utilised by the
subsidiary companies as at financial year end:
- secured borrowings
- unsecured borrowings
Company
2006
2005
RM’000
RM’000
20,054
21,729
15,942
26,862
41,783
42,804
110
NOTES TO THE
30 June 2006
41.FINANCIAL INSTRUMENTS
(a) Interest rate risk
The effective annual interest rates of the financial assets and liabilities of the Group and of the Company are as follows:
2006
%
Group
2005
%
Company
2006
2005
%
%
Financial asset
Fixed deposits
Amount owing by a subsidiary company
2.80
-
2.94
-
2.70
7.75
2.53
7.83
Financial liabilities
Revolving credits
Bank overdrafts
Term loans
4.24
7.00
5.17
8.56
7.09
3.77
6.90
7.49
7.07
7.04
-
-
4.42
7.25
7.90
7.06
7.90
(b) 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
Carrying
Fair
Amount
value
RM’000
RM’000
Company
Carrying
Fair
amonut
value
RM’000
RM’000
As at 30 June 2006
Long term unquoted investments
Long term trade receivable
3,574
10,386
#
*
3,000
-
#
-
3,131
#
3,000
#
As at 30 June 2005
Long term unquoted investments
#
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.
*
The Directors do not anticipate the carrying amount of long term trade receivable recorded at the balance sheet date
to be significantly different from the value that would eventually be received.
Annual Report 2006
111
NOTES TO THE
30 June 2006
41.FINANCIAL INSTRUMENTS (cont’d)
(b) Fair values (cont’d)
The following methods and assumptions are used to determine the fair value of financial instruments:
(i) 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.
(ii) The fair value of borrowings is estimated based on the current market rates offered for loans of the similar nature.
(c) Credit risk
The Group has no significant concentration of credit risk as at 30 June 2006. 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.
42.NUMBER OF EMPLOYEES AND STAFF COSTS
Group
2006
2005
833
824
The number of employees, including Executive Directors,
at the end of the financial year
Company
2006
2005
6
6
The total staff costs recognised in the income statement are as follows:
Group
2006
2005
RM’000
RM’000
Company
2006
2005
RM’000
RM’000
Salaries and wages
Defined contribution retirement plan
Termination benefits
Others
21,355
3,067
-
7,402
17,584
2,423
10
5,075
39
26
-
-
14
-
31,824
25,092
65
14
112
NOTES TO THE
30 June 2006
43.SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(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 by creating 1,900,000 ordinary shares of RM1.00 each and increased its issued and paid-up
share capital from RM2 to RM500,000 by allotment of 499,998 ordinary shares of RM1.00 each for cash. Accordingly, the
Company subscribed for 399,999 ordinary shares of BSSB at 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, a subsidiary company, Mcore Sdn. Bhd. had subscribed for 299,998 ordinary shares at RM1.00 each
representing 60% equity interest in Apex Marble Sdn. Bhd., for a total cash consideration of RM299,998.
44.EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
On 1 August 2006, the Company acquired the entire equity interest comprising 2 ordinary shares of RM1 each at par each of
the following respective companies:
(a)
(b)
(c)
(d)
(e)
(f)
SBL Marketing Sdn. Bhd.
SB Boutique Sdn. Bhd.
SBFW Marketing Sdn. Bhd.
CRF Marketing Sdn. Bhd.
CRL Marketing Sdn. Bhd.
CR Boutique Sdn. Bhd.
45.AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS
These financial statements were authorised for issue by the Board of Directors on 12 October 2006.
Annual Report 2006
113
Shareholdings
statistics
as at 3 October 2006
ANALYSIS OF SHAREHOLDINGS
Authorised Share Capital
Issued and Fully Paid-up Share Capital
Class of Shares
Voting Rights
:
:
:
:
RM100,000,000
RM44,972,300
Ordinary Shares of RM1.00 each
One (1) vote per Ordinary Share
No. ofNo. of
Size of Shareholdings
Shareholders
%
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
29
747
1,093
179
25
5
1.40
35.95
52.60
8.61
1.20
0.24
703
703,073
4,080,711
5,710,550
8,160,566
26,316,697
*
1.56
9.07
12.70
18.15
58.52
Total
2,078
100.00
44,972,300
100.00
*
Negligible
SUBSTANTIAL SHAREHOLDERS
NameNo. of Shares
Bonia Holdings Sdn Bhd
15,665,664
Permodalan Nasional Berhad
7,323,333
%
34.83
16.28
DIRECTORS’ SHAREHOLDINGS
Shareholdings
Name
Chiang Sang Sem
Chiang Fong Yee
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Lim Fong Boon
Direct
%
Indirect
%
757,200
78,000
-
63,000
76,000
83,000
-
-
-
-
1.68
0.17
-
0.14
0.17
0.18
-
-
-
-
16,368,464*
-
-
-
-
-
1,105,233#
-
-
-
36.40
2.46
-
*
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.
114
Shareholdings
statistics (cont’d)
THIRTY (30) LARGEST SHAREHOLDERS
NameNo. of Shares
1. AmSec Nominees (Tempatan) Sdn Bhd 10,531,864
AmBank (M) Berhad for Bonia Holdings Sdn Bhd
2. Permodalan Nasional Berhad
7,323,333
3. Alliancegroup Nominees (Tempatan) Sdn Bhd 5,000,000
Bonia Holdings Sdn Bhd
4. Cimsec Nominees (Asing) Sdn Bhd
2,050,000
CIMB-GK Securities Pte Ltd
5. Sudisama Sdn Bhd
1,411,500
6. Alliancegroup Nominees (Tempatan) Sdn Bhd
900,000
Pheim Asset Management Sdn Bhd for Employees Provident Fund
7. Kontrak Kosmomaz Sdn Bhd
692,800
8. Chiang Sang Yau
652,633
9. Chiang Sang Sem
634,000
10. Nik Hatmah Binti Nik Hassan
630,000
11. Mayban Securities Nominees (Tempatan) Sdn Bhd
504,000
Lau Hock Lee
12. Nissin Sdn Bhd
475,233
13. HSBC Nominees (Asing) Sdn Bhd
425,000
TNTC for Government of Singapore Investment Corporation Pte Ltd
14. Chan Fook Hong
391,100
15. Yong Tian Yang
338,400
16. AMMB Nominees (Tempatan) Sdn Bhd
261,000
Amtrustee Berhad for Apex Dana AL-Sofi-I
17. HSBC Nominees (Tempatan) Sdn Bhd
243,000
HSBC (M) Trustee Bhd for Pheim Emerging Companies Balanced Fund
18. BHLB Trustee Berhad
240,200
EPF Investment for Member Savings Scheme
19. Malaysia Nominees (Tempatan) Sendirian Berhad
237,000
Dr Deva Dassan Solomon
20. Chin Chin Seong
220,000
21. Chong See Moi
195,000
22. Tan Khai Teck
160,000
23. Liew Yoon Yee
145,000
24. Bonia Holdings Sdn Bhd
133,800
25. Lee Iou Chi
123,000
26. HSBC Nominees (Asing) Sdn Bhd
120,000
HSBC-FS for Fiveca Holdings Limited
27. Lau Ka Sui Enterprise Sendirian Berhad
114,400
28. Rajadevan A/L Vamadevan
110,000
29. Soon Hoe Chuan
109,000
30. Leong Low Pew
106,000
Total
34,477,263
%
23.42
16.28
11.12
4.56
3.14
2.00
1.54
1.45
1.41
1.40
1.12
1.06
0.95
0.87
0.75
0.58
0.54
0.53
0.53
0.49
0.43
0.36
0.32
0.30
0.27
0.27
0.25
0.24
0.24
0.24
76.66
Annual Report 2006
115
Shareholdings
ANALYSIS OF WARRANT HOLDINGS
No. of Warrants Issued
No. of Warrants Exercised to date
No. of Warrants Outstanding
Class of Securities
:
:
:
:
20,933,500
1,937,300
18,996,200
Warrants 2005/2008
No. ofNo. of
Size of Warrant Holdings
Warrant Holders
%
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
5
375
266
66
11
3
0.69
51.65
36.64
9.09
1.52
0.41
233
272,899
1,031,583
2,011,950
3,027,116
12,652,419
*
1.44
5.43
10.59
15.94
66.60
Total
726
100.00
18,996,200
100.00
*
Negligible
DIRECTORS’ WARRANT HOLDINGS
Warrant holdings
Name
Direct
%
Indirect
%
Chiang Sang Sem
Chiang Fong Yee
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Lim Fong Boon
-
-
-
-
-
25,000
-
-
-
-
-
-
-
-
-
0.13
-
-
-
-
9,920,419*
-
-
-
-
-
552,616#
-
-
-
52.22
2.91
-
*
Deemed interested through Bonia Holdings Sdn Bhd and Kontrak Kosmomaz Sdn Bhd.
#
Deemed interested through Nisssin Sdn Bhd and through his spouse.
116
Shareholdings
THIRTY (30) LARGEST WARRANT HOLDERS
NameNo. of Warrants
1. Bonia Holdings Sdn Bhd
8,893,819
2. Cimsec Nominees (Asing) Sdn Bhd
2,732,000
CIMB-GK Securities Pte Ltd
3. Kontrak Kosmomaz Sdn Bhd
1,026,600
4. HDM Nominees (Tempatan) Sdn Bhd
600,000
Lau Kwai
5. Deva Dassan Solomon
326,900
6. Mayban Nominees (Tempatan) Sdn Bhd 320,000
Lau Kwai
7. Nik Hatmah Binti Nik Hassan
315,000
8. Public Nominees (Tempatan) Sdn Bhd
313,900
Teh Swee Heng
9. Ke-Zan Nominees (Asing) Sdn Bhd
278,400
Kim Eng Securities Pte Ltd for Horizon Growth Fund N.V.
10. Mayban Securities Nominees (Tempatan) Sdn Bhd
245,000
Lau Hock Lee
11. Nissin Sdn Bhd
237,616
12. Soon Hoe Chuan
179,300
13. Chin Chin Seong
110,000
14. Liew Yoon Yee
101,000
15. Lee Iou Chi
100,000
16. Mayban Nominees (Tempatan) Sdn Bhd
90,800
Chooi Wan Yuet
90,000
Wong Ah Choon
18. Loo Ken Fong @ Loh Ken Fong
83,800
19. Nellie Foo May Wah
70,000
68,600
Loo Ken Fong @ Loh Ken Fong
21. Ooi Oon Seong
56,000
22. Rajadevan A/L Vamadevan
55,000
23. Yuen Ching Eng
50,000
24. Kwan Yoong Yu
49,700
25. Leong Low Pew
48,000
26. Leong Hong Lam
45,000
27. Lim Sang Hee
44,000
28. Wong Ah Hock
40,700
29. Tee See Kim
40,500
30. Kenanga Nominees (Tempatan) Sdn Bhd
40,000
Sim Kay Eng
Total
16,651,635
%
46.82
14.38
5.41
3.16
1.72
1.69
1.66
1.65
1.47
1.29
1.25
0.94
0.58
0.53
0.53
0.48
0.47
0.44
0.37
0.36
0.30
0.29
0.26
0.26
0.25
0.24
0.23
0.21
0.21
0.21
87.66
Annual Report 2006
117
list of
properties
held by the Group as at 30 June 2006
Existing
Location of Property
DescriptionTenureUse
ATALY
INDUSTRIES SDN BHD
HS(D) No. 55365 Lot No. 21085
Industrial
Freehold
Warehouse
No. 60, Jalan Kilang Midah
Building
Taman Midah, Cheras
56000 Kuala Lumpur
CT No. 28834 PT No. 20501
2-storey
Freehold
Hostel
No. 29, Jalan Budiman
Terrace House
Taman Midah, Cheras
56000 Kuala Lumpur
HS(D) No. 27879-27880, 27882-27885
Apartment
Freehold
Rented Out
Lot No. 19536 & 19537, 19539-19542
2G, Jasmine Court
100, Jalan Midah Timur
Taman Midah, Cheras
56000 Kuala Lumpur
BONIA
CORPORATION BERHAD
Lot No. PT 428 HS(M) 387
Industrial Land
Lot 18, Merlimau Industrial Estate
and Building
Phase ll 77300 Merlimau, Melaka
Lot No. PT 683 HS(D) 1499
Single-storey
No. 1483, Jalan Jasin
Semi-detached
Taman Bunga Muhibbah
House
77300 Merlimau, Melaka
Lot No. PT 727 HS(D) 49940
4-storey
No. G-7, 1-7, 2-7, 3-7,
Shop-lot
Jalan PM 10, Plaza Mahkota
Bandar Hilir
75000 Melaka
Lot No. PT 728 HS(D) 49941
4-storey
No. G-5, 1-5, 2-5, 3-5,
Shop-lot
Jalan PM 10, Plaza Mahkota
Bandar Hilir
75000 Melaka
Date
of
Acquisition
26
15,600
712
31/08/91
24
1,540
105
21/05/92
20
1,285
79
27/02/93
Office cum
Warehouse
8
24,374
17,079
01/12/98
Freehold
Vacant
12
432
-
17/05/93
Leasehold
(Expiring
in 2084)
Boutique
20
1,806
1,950
29/08/94
Leasehold
(Expiring
in 2092)
Office
20
1,134
305
31/12/94
Leasehold
(Expiring in
2085)
Office cum
Factory
20
135,100
1,303
07/02/89
Freehold
Hostel
14
3,199
80
12/06/92
Leasehold
(Expiring in
2101)
Office cum
Warehouse
4
1,324
504
20/06/05
Leasehold
(Expiring in
2101)
Office cum
Warehouse
4
1,324
504
20/06/05
HS(D) No. 50053
6-storey Office
Freehold
Lot No. 50644
cum Warehouse
No. 62, Jalan Kilang Midah
Taman Midah, Cheras
56000 Kuala Lumpur
CB
HOLDINGS (MALAYSIA) SDN BHD
QT No. 85228 Lot No. 2794
Shopping
UG-51, Upper Ground Floor
Complex Lot
Plaza Phoenix
Batu 6, Jalan Cheras
56000 Kuala Lumpur
PN No. 1339 Lot No. 385
Shopping
Unit 2B, 3.04 & 3.05
Complex Lot
KOMTAR Shopping Complex
10000 Pulau Pinang
PN No. 1339 Lot No. 385
Office Lot
Unit C2, 4.03B
KOMTAR Shopping Complex
10000 Pulau Pinang
LONG
BOW MANUFACTURING SDN BHD
Age ofLandNet Book
Building
Area
Value
(Year)
(Sq Ft)
RM’000
118
list of
properties (cont’d)
held by the Group as at 30 June 2006
Age ofLandNet Book
Existing
Building
Area
Value
Location of Property
DescriptionTenureUse
(Year)
(Sq Ft)
RM’000
LUXURY
PARADE SDN BHD
HS(D) No. 72947 PT No. 3865
6-storey
Leasehold
Rented Out
8
1,920
1,400
No. 3, Jalan 8/146, The Metro Centre
Shop-lot
(Expiring
(Partially)
Bandar Tasik Selatan
in 2087)
57000 Sungai Besi
Kuala Lumpur
HS(D) No. 72948 PT No. 3866
6-storey
Leasehold
Rented Out
8
1,920
1,400
No. 5, Jalan 8/146, The Metro Centre
Shop-lot
(Expiring
(Partially)
Bandar Tasik Selatan
in 2087)
57000 Sungai Besi
Kuala Lumpur
HS(D) No. 59989-59990
Shopping
Freehold
Rented Out
8
1,020
1,220
PT 12201-12202
Complex Lot
Unit No. G61 The Summit
Persiaran Kewajipan
USJ 1, UEP-Subang Jaya
46700 Subang Jaya
Selangor Darul Eshan
HS(D) No. 182 PT SEK 4
Shopping
Freehold
Rented Out
8
1,038
778
Unit No. G0.07,
Complex Lot
Plaza Bukit Mertajam
566, Jalan Arumugam Pillai
14000 Bukit Mertajam
HS(D) No. 55098 PT 4
Shopping
Leasehold
Rented Out
9
1,098
660
Unit No. 1.48, Level 3
Complex Lot
(Expiring
Plaza Uncang Emas
in 2086)
No. 85, Jalan Loke Yew
55200 Kuala Lumpur
The Club House
Club House
Freehold
Rented Out 1 month
-
2,500
Angkasa Condominium
(Partially)
No. 5, Jalan Puncak Gading
Taman Connaught, Cheras
56000 Kuala Lumpur
HS(D) No. 102556 PT8200
Office Lot
Freehold
Office cum
1
28,540
7,081
3rd, 4th, 5th & 6th Floor, Asmah Tower
Warehouse
Mukim of Petaling
District of Wilayah Persekutuan
Wilayah Persekutuan
HS(D) No. 76874-76878 PT 92-96
Shopping
Leasehold
Under
N.A.
524
-
Unit No. L1-046 Plaza Rakyat
Complex Lot
(Expiring Construction
Pudu, Kuala Lumpur
in 2081)
Unit No. GF-13, Queensbay Mall
Shopping
Leasehold
Under
N.A.
495
-
(formerly known as Complex Lot
(99 years) Construction
Bayan Bay Shopping Mall)
Pulau Pinang
(Reclaimed Land)
PASTI
ANGGUN SDN BHD
HS(D) No. 102557 PT8201
Commercial
Freehold
Vacant
N.A.
44,024 4,821 Mukim of Petaling
Land
District of Wilayah Persekutuan
Wilayah Persekutuan
Active
World Pte Ltd
Mukim 25 Lot No. U18781L
Condominium
Freehold
Hostel
2
1,463 2,072 158 Haig Road
#16-01, Haig Court
Singapore 438794
Date
of
Acquisition
10/01/95
10/01/95
16/01/95
19/03/95
26/05/95
22/06/06
06/01/05
23/05/96
03/04/96
12/07/96
05/09/05
Annual Report 2006
119
Notice of annual
general meeting
NOTICE IS HEREBY GIVEN THAT the Fifteenth Annual General Meeting of the Company will be held at Banquet Hall, Kuala
Lumpur Golf & Country Club, No. 10 Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Wednesday, 6 December 2006
at 11.00 a.m. for the transaction of the following businesses:1. To receive the Directors’ Report and the Audited Financial Statements for the financial year ended 30 June
2006 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 2006.
Resolution 2
3. To approve the payment of Directors’ fees for the financial year ended 30 June 2006.
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: (i) Mr Lim Fong Boon
Resolution 5
(ii) Mr Chiang Sang Bon
Resolution 6
(iii) Dato’ Shahbudin Bin Imam Mohamad
Resolution 7
6. To re-appoint Messrs BDO Binder as Auditors of the Company and to authorise the Directors to fix their
remuneration.
Resolution 8
7. AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolution with or without amendments or modifications
as Ordinary Resolution of the Company: -
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.”
8. To transact any other ordinary business of which due notice shall have been received.
Resolution 9
120
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 Fifteenth 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 2006 shall be paid on 22 January 2007 to the shareholders registered in the Record of Depositors at the close of
business on 29 December 2006.
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 29 December 2006 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
14 November 2006
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 Note On Special Business
Resolution 9
The proposed Resolution 9, 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.
Annual Report 2006
121
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 Fifteenth Annual General Meeting
a) The Director standing for re-appointment pursuant to Section 129(6) of the Companies Act, 1965 is:
b) The Directors standing for re-election pursuant to Article 96 are:
(i) Datuk Nik Hussain Bin Nik Ali
(i) Mr Lim Fong Boon
(ii) Mr Chiang Sang Bon
(iii) Dato’ Shahbudin Bin Imam Mohamad
The profiles of the above Directors are set out in the section entitled “Profile of Directors” on pages 6 and 9. Their respective
shareholdings in the Company are set out in the section entitled “Shareholdings Statistics” on pages 113 and 115.
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 page 10.
3.The Date, Time and Place of the Annual General Meeting
The Fifteenth Annual General Meeting of the Company will be held as follows:
DateTimePlace
6 December 2006
11.00 a.m.
Wednesday
Banquet Hall
Kuala Lumpur Golf & Country Club
No. 10 Jalan 1/70D
Off Jalan Bukit Kiara
60000 Kuala Lumpur
This page is intentionally left blank.
BONIA CORPORATION BERHAD
(223934-T)
Proxy form
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 Fifteenth Annual General
Meeting of the Company to be held at Banquet Hall, Kuala Lumpur Golf & Country Club, No. 10 Jalan 1/70D, Off Jalan Bukit Kiara,
60000 Kuala Lumpur on Wednesday, 6 December 2006 at 11.00 a.m. and at any adjournment thereof, as indicated below:No.Ordinary Resolutions
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 Lim Fong Boon as Director
6.
Re-election of Mr Chiang Sang Bon as Director
7.
Re-election of Dato’ Shahbudin Bin Imam Mohamad as Director
8.
Re-appointment of Auditors, BDO Binder
9.
Authority to Issue Shares
For
Against
Please indicate with a ( P ) 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.
Fold this flap for sealing
Fold here
AFFIX
STAMP
THE COMPANY SECRETARY
BONIA CORPORATION BERHAD (223934-T)
SUITE 13A-2 MENARA UNI.ASIA
1008 JALAN SULTAN ISMAIL
50250 KUALA LUMPUR
Fold here

profile of directors

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