sarawak enterprise

Transcription

sarawak enterprise

SARAWAK ENTERPRISE
CORPORATION BERHAD
Company No. 007199-D • Incorporated in Malaysia
1 st Floor, Wisma Naim,
Lot 2679 Jalan Rock, 93200 Kuching, Sarawak.
Tel: 6082-244000 Fax: 6082-248588
Email: [email protected]
SARAWAK ENTERPRISE
CORPORATION BERHAD
Menara Pehin Setia Raja in Mukah
CONTENTS / Isi Kandungan
CONTENTS
2-3
Group Corporate Structure
4
Corporate Information
5
Board of Directors
6 - 11
12 - 17
Directors’ Profile
Chairman’s Statement
18
Group Five-Year Financial Statistics, 1999-2003
19
Group Financial Highlights
20 - 21
Statement on Internal Control
22 - 26
Statement of Corporate Governance
27 - 30
Audit Committee Report
31 - 76
Financial Statements
77
List of Properties
78
Analysis of Shareholdings
79
Substantial Shareholders
79
Directors’ Shareholdings
80 - 81
82 - 84
85
List of Thirty Largest Shareholders
Notice of Annual General Meeting
Form of Proxy
ISI KANDUNGAN
2-3
Struktur Korporat Kumpulan
4
Maklumat Korporat
5
Lembaga Pengarah
6 - 11
12 - 17
Profil Para Pengarah
Penyata Pengerusi
18
Statistik Kewangan Kumpulan Lima Tahun, 1999-2003
19
Maklumat Penting Kewangan Kumpulan
20 - 21
Penyata Kawalan Dalaman
22 - 26
Penyata Urustadbir Korporat
27 - 30
Laporan Jawatankuasa Audit
31 - 76
Penyata Kewangan
77
Senarai Hartanah
78
Analisa Pegangan Saham
79
Pemegang-Pemegang Saham Utama
79
Pegangan Saham Para Pengarah
80 - 81
Senarai Tiga Puluh Pemegang Saham Terbesar
82 - 84
Notis Mesyuarat Agung Tahunan
85
Borang Proksi
Laporan Tahunan 2003 Annual Report
1
GROUP CORPORATE STRUCTURE / Struktur Korporat Kumpulan
as at 23 April 2004 / pada 23 April 2004
SARAWAK ENTERPRISE
CORPORATION BERHAD
45%
50.82%
(007199-D)
Sarawak Electricity Supply Corporation
Sejingkat Power Corporation Sdn Bhd
Utility
100%
100%
Sarawak Power Generation Sdn Bhd
Sarawak Power Services Sdn Bhd
22.29%
Manufacturing
& Property
77.71%
100%
100%
Investment
Holding &
Related Support
Services
Jayalah Cemerlang Realty Sdn Bhd
Dunlop Properties Sdn Bhd
100%
Dunlop Agro-Management Sdn Bhd
100%
Dunlop Estates Holdings Sdn Bhd
100%
Dasar Untung Sdn Bhd
26.24%
Others
25%
2 Laporan Tahunan 2003 Annual Report
Sarwaja Timur Sdn Bhd
Dectra Sdn Bhd
Boustead Bulking Sdn Bhd
49.18%
100%
PPLS Management
Services Sdn Bhd
100%
PPLS Power
Generation Sdn Bhd
70%
SESCO Engineering
Sdn Bhd
100%
Sarwaja Engineering &
Construction Sdn Bhd
99.90%
100%
30%
26.40%
SESCO-EFACEC
Sdn Bhd
Universal Cable
(Sarawak) Sdn Bhd
SACOFA Sdn Bhd
60%
Naungan Pertiwi
Sdn Bhd
51%
40%
Celcom Timur
(Sarawak) Sdn Bhd
35%
30%
Sarawak Gas
Distribution Sdn Bhd
30% 28.93%
Sarawak Medical
Centre Sdn Bhd
27.35%
Curtin (Malaysia)
Sdn Bhd
Navosoft Sdn Bhd
Intrafix Sdn Bhd
Integrated Circuit Design
Services Sdn Bhd
100%
Great Wall Plastic
Industries Berhad
100%
Enfari Sdn Bhd
Encorp Berhad
3
CORPORATE INFORMATION / Maklumat Korporat
Directors
Para Pengarah
Registered Office / Head Office
Pejabat Berdaftar / Ibu Pejabat
Dato’ Mohamad Taha Bin Ariffin
1st Floor, Wisma Naim
Lot 2679, Jalan Rock
93200 Kuching
Tel:
6082-244 000
Fax:
6082-248 588
E-mail: [email protected]
Chairman, Independent Non-Executive Director
Pengerusi, Pengarah Bebas Bukan Eksekutif
Datuk Wan Ali Tuanku Yubi
Chief Executive Officer, Non-Independent Executive Director
Ketua Pegawai Eksekutif, Pengarah Eksekutif Bukan Bebas
Haji Idris Bin Haji Buang
Director, Senior Independent Non-Executive Director
Pengarah, Pengarah Kanan Bebas Bukan Eksekutif
Datuk Fong Joo Chung
Director, Non-Independent Non-Executive Director
Pengarah, Pengarah Bukan Bebas dan Bukan Eksekutif
Kuala Lumpur Office
Pejabat Kuala Lumpur
Suite 19-01, 19th Floor
Kompleks Antarabangsa
Jalan Sultan Ismail
50250 Kuala Lumpur
Tel:
603-2145 5888
Fax:
603-2148 8080
Datu Wilson Baya Dandot
Dato’ Chew Kong Seng
Executive Director, Non-Independent Executive Director
Pengarah Eksekutif, Pengarah Eksekutif Bukan Bebas
Audit Committee
Jawatankuasa Audit
Haji Idris Bin Haji Buang, Chairman
Share Registrars
Pendaftar Saham
Signet Share Registration Services Sdn Bhd
Level 26, Menara Multi-Purpose
Capital Square
No.8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel:
603-2721 2222
Fax:
603-2721 2530/603-2721 2531
Bursa Malaysia Stock Number
Nombor Stok Bursa Malaysia
Nomination Committee
Jawatankuasa Pencalonan
Sarawak 2356
Dato’ Mohamad Taha Bin Ariffin, Chairman
International Securities Identification Number
(ISIN)
Nombor Identiti Sekuriti Antarabangsa
MYL2356OO003
Remuneration Committee
Jawatankuasa Ganjaran
Dato’ Mohamad Taha Bin Ariffin, Chairman
Senior Independent Non-Executive Director
Pengarah Kanan Bebas Bukan Eksekutif
Company Secretary
Setiausaha Syarikat
Lee Ying Fong
MAICSA No. 7002564
Auditors
Juruaudit
Ernst & Young
Principal Bankers
Bank-Bank Utama
RHB Bank Berhad
RHB Delta Finance Berhad
Alliance Bank Malaysia Berhad
AmMerchant Bank Berhad
EON Bank Berhad
BOARD OF DIRECTORS / Lembaga Pengarah
Seated:
Standing from left to right:
5
DIRECTORS’ PROFILE / Profil Para Pengarah
DATO' MOHAMAD TAHA BIN ARIFFIN, a Malaysian aged 60, is the former Deputy State Secretary of Sarawak,
a post which he held since 1992 after 19 years of service to the State. A lawyer by training, he obtained his
Bachelor of Law (LLB) from the University of Leeds in the United Kingdom and was called to the English Bar in
1973. He has attended the Programme for Management Development (PMD) from the renowned Harvard
Business School in the United States of America. He is a Director of Utama Banking Group Berhad and Utama
Merchant Bank Berhad, the Chairman of several companies, which include Sarawak Enterprise Corporation
Berhad, CMS Trust Management Berhad, CMS Dresdner Asset Management Sdn Bhd and Hock Seng Lee Berhad
and sits on the Boards of several private companies in Malaysia. He is also the Deputy Chairman of Yayasan
Budaya Melayu Sarawak and Secretary-General of RISEAP (Regional Dakwah Institute of South East Asia and the
Pacific) and was a member of Majlis Perundingan Ekonomi Negara Kedua (MAPEN II) and a Vice President of the
Malaysia Branch of the Royal Asiatic Society. He was appointed a Senator in November 2002 and resigned on 10
March 2004.
Dato' Taha joined the Board of Sarawak Enterprise Corporation Berhad on 24 June 2000 and was appointed
Chairman of the Board on 1 August 2000. He is an Independent Non-Executive Director of the Company and
has attended all the five Board Meetings held in the year 2003. Currently, he is also a member of the Audit
Committee and Chairman of the Remuneration Committee and Nomination Committee.
DATUK WAN ALI TUANKU YUBI, a Malaysian aged 54, joined the Board of Sarawak Enterprise Corporation
Berhad on 24 May, 1999. He was Chairman of the Company from 12 October 1999 to 31 July 2000 and was
subsequently appointed as Chief Executive Officer on 1 November 2000. He is a Non-Independent Executive
Director and has attended all the five Board Meetings held in the year 2003. Currently, he is also a member of the
Remuneration Committee.
He holds a Bachelor of Economics degree (1973) and Diploma in Education (1974) from University of Malaya,
Diploma in Commonwealth & Overseas Education (1981) and Master of Education (1983) from University of
Birmingham.
He started his career as an education officer at the Department of Education, Sarawak in March, 1974 and was
subsequently appointed Senior Education Officer. In 1984, he was transferred with approval of the Federal and
State Governments to a promotional position as Principal Assistant Secretary (Contracts) at the State Financial
Secretary’s Office, Sarawak. In 1987 he served for a year as Resident, Limbang Division in Sarawak. Datuk Wan
Ali was subsequently posted as Permanent Secretary, Ministry of Land Development in 1988 where he held the
position for four and a half years. After his stint in the said Ministry, he moved on to serve as the General Manager
of the Land Custody and Development Authority in 1992. Datuk Wan Ali was transferred back to the State Civil
Service as the Deputy State Financial Secretary, Sarawak in 1994. He served as the State Financial Secretary of
Sarawak from January 1995 to October 2000.
At present, Datuk Wan Ali also sits on the Boards of Cahya Mata Sarawak Berhad, Rashid Hussain Berhad and
several private limited companies in Malaysia.
7
HAJI IDRIS BIN HAJI BUANG, a Malaysian aged 50, joined the Board of Sarawak Enterprise Corporation Berhad
on 24 June 2000. He is an Independent Non-Executive Director of the Company and has attended all the five
Board Meetings held in the year 2003. Currently, he is also a member of the Remuneration Committee,
Nomination Committee and Chairman of the Audit Committee.
Haji Idris holds a Bachelor of Laws Degree with Honours from University Buckingham, England and a degree of
utter Barrister (Lincoln's Inn). He is currently the senior partner of Idris-Buang & Associates, a legal firm located
in Kuching, Sarawak. He has been an advisory board member of Dewan Bandaraya Kuching Utara since 1992.
On 12 July 2000, he was appointed as Political Secretary to YAB Chief Minister of Sarawak and on 9 August 2000,
he was promoted to the position of Chief Political Secretary to YAB Chief Minister.
He also sits on the Boards of Hock Seng Lee Berhad, Amanah Saham Sarawak Berhad and several private
limited companies.
DATUK FONG JOO CHUNG, a Malaysian aged 54, joined the Board of Sarawak Enterprise Corporation Berhad
on 31 January 1996. He is a Non-Independent Non-Executive Director of the Company and has attended all the
five Board Meetings held in the year 2003.
He holds a Bachelor of Laws Degree with Honours from University of Bristol, England and is a Barrister-at-Law
(Lincoln's Inn). He was the Honorary Secretary and Committee Member (1973-1994) and was the President
(1983-1987) of the Advocates' Association of Sarawak, member of the High Court Rules Committee (1982-1988),
Chairman of Kuching Rating Appeals Tribunal (1986-1992), member of the Council for Kuching City South (19811992) and Chairman of Inquiry Committee (1991-1992). He was in private law practice from December 1971 till
July 1992. He is currently the State Attorney-General of Sarawak, a position he holds since August 1992.
He also sits on the Boards of Encorp Berhad and several private limited companies wherein the State Government
of Sarawak has interests.
9
DATU WILSON BAYA DANDOT, a Malaysian aged 52, joined the Board of Sarawak Enterprise Corporation
Berhad on 31 January 1996. He is a Non-Independent Non-Executive Director of the Company and has
attended all the five Board Meetings held in the year 2003. Currently, he is also a member of the Nomination
Committee.
He holds a Bachelor of Economics degree from the University of Western Australia and a Masters degree in
Development Economics from University of Sussex and has attended a Senior Executive Fellows Programme at
JFK School of Government, Harvard University. He is currently the Deputy State Secretary Sarawak (Planning &
Development). He was formerly the Director, State Planning Unit, Sarawak (1995-2000), Deputy
Director/Principal Assistant Director, State Planning Unit of Sarawak (1990-1994), Project Director for
Kalaka-Saribas Integrated Agricultural Development Project, Ministry of Agriculture (1986-1989), Principal
Assistant Secretary (1983-1985), SPU Economist for International Pepper Community Jakarta, Indonesia
(1977-1983) and Assistant Secretary, State Planning Unit of Sarawak (1973-1977).
Datu Wilson also sits on the Boards of various private limited companies.
10
DATO' CHEW KONG SENG, a Malaysian aged 66, was appointed as Chief Executive Officer of Sarawak
Enterprise Corporation Berhad on 1 May 1999 and joined the Board on 24 June 2000. He resigned as Chief
Executive Officer on 31 October 2000 and was subsequently appointed Executive Director of the Company on
1 November 2000. He is a Non-Independent Executive Director and has attended all the five Board Meetings
held in the year 2003. Currently, he is also a member of the Audit Committee.
Dato' Chew is a Fellow of the Institute of Chartered Accountants in England and Wales as well as a member of
the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants. He worked in
the United Kingdom from 1964 until 1970 and returned to Malaysia to join Messrs Turquand, Young & Co.
(now known as Ernst & Young). He held various senior positions in Messrs Ernst & Young and was Managing
Partner from 1990 to 1996. His long work experience in the accounting profession covers a wide variety of
industries including banking and financial institutions, timber, manufacturing, trading and foreign investment.
Currently, he sits on the Boards of Great Wall Plastic Industries Berhad, Petronas Gas Berhad, Petronas Dagangan
Berhad, Industrial Concrete Products Berhad, Jaya Jusco Stores Berhad, Hong Leong Properties Bhd, PBA Holdings
Bhd, Encorp Berhad and several private limited companies in Malaysia.
None of the Directors hold any shares in the Company or its subsidiaries or has any family relationship
with any Director and/or substantial shareholder of the Company. None of the Directors has any conflict
of interest with the Company or has had any convictions for offences within the past ten years.
11
CHAIRMAN’S STATEMENT / Penyata Pengerusi
On
behalf of the Board of Directors of Sarawak Enterprise
Corporation Berhad ("SECB" or the "Company"), it is my pleasure to
present to you the Annual Report and Audited Financial Statements of
the SECB Group (the "Group") and the Company for the financial year
ended 31 December 2003.
Bagi
pihak Lembaga Pengarah
Sarawak Enterprise Corporation Berhad
(“SECB” atau “Syarikat”), saya dengan besar
hati membentangkan Laporan Tahunan dan
Penyata Kewangan Beraudit Syarikat dan
Kumpulan untuk tahun kewangan yang
berakhir pada 31 Disember 2003.
Profit before tax for the year of
RM102.0 million was a significant
improvement over that in 2002 of
RM37.6 million.
Keuntungan sebelum cukai
berjumlah RM102.0 juta pada
tahun lalu mencatatkan
kenaikan yang memuaskan
berbanding RM37.6 juta pada
tahun sebelumnya.
Chairman / Pengerusi
12
In spite of the adverse effects of Severe Acute
Respiratory Syndrome (“SARS”) and the Iraq War, the
Malaysian economy continued to achieve a credible
rate of GDP growth estimated at 5.2%1 in 2003. These
two factors did not have any direct impact on the
businesses of the Group in 2003 as the Group has no
investment in such affected sectors as tourism,
transportation and retail business. Overall, the Group
and the Company had in fact recorded a better
performance as compared to the preceding year.
FINANCIAL PERFORMANCE
The Group revenue increased from RM201.1 million
for 2002 to RM265.1 million for 2003. This
represented an increase of 32% from the preceding
year. Profit before tax for the year of RM102.0 million
was a significant improvement over that in 2002 of
RM37.6 million. The Power and Utilities Segment was
consistently the main contributor to this satisfactory
performance.
REVIEW OF GROUP OPERATIONS
Investments
The income from investments for 2003 was mainly
derived from dividends and interest income. The
Group continued to prospect for investment
opportunities to complement its core activities so as to
procure a better return on its surplus funds.
In 2003, the Group entered into a joint venture
agreement with Hualon Microelectronics Corporation,
Taiwan and 1st Silicon (Malaysia) Sdn. Bhd. to
undertake the business of integrated circuit design
services, including intellectual property licensing and
operation support. A joint venture company, Integrated
Circuit Design Services Sdn. Bhd., was incorporated
for this purpose. The Group presently holds 30%
equity interest in this newly incorporated joint venture
company.
A provision of RM64.9 million was made for
diminution in value of the investment in shares and
Irredeemable Convertible Unsecured Loan Stocks
(“ICULS”) of 1st Silicon (Malaysia) Sdn. Bhd. during the
year. This was recorded as an exceptional item in the
financial statements. As at 31 December 2003, the
Group had a cumulative provision of RM131.9 million
for diminution in value of the said investments in
1st Silicon (Malaysia) Sdn. Bhd.
Walaupun terdapat kesan negatif akibat merebaknya
Sindrom Pernafasan Akut yang Teruk (“SARS”) dan
perang di Iraq, ekonomi Malaysia terus mencapai
peningkatan yang baik dengan kadar KDNK yang
membanggakan dalam anggaran 5.2%1 pada tahun
2003. Kedua-dua faktor tersebut tidak menjejas secara
langsung prestasi urusniaga Kumpulan pada tahun
2003. Ini adalah disebabkan Kumpulan tidak
mempunyai pelaburan dalam sektor-sektor yang
terlibat seperti pelancongan, pengangkutan dan
perniagaan runcit. Pada keseluruhannya, Kumpulan
ini telah berjaya mencatat prestasi yang lebih baik
berbanding tahun sebelumnya.
PRESTASI KEWANGAN
Pendapatan Kumpulan ini telah meningkat dari
RM201.1 juta pada tahun 2002 kepada RM265.1 juta
pada tahun 2003, iaitu peningkatan sebanyak 32%.
Keuntungan sebelum cukai berjumlah RM102.0 juta
pada tahun lalu mencatatkan kenaikan yang
memuaskan berbanding RM37.6 juta pada tahun
sebelumnya. Segmen tenaga dan utiliti merupakan
penyumbang utama yang konsisten kepada prestasi
yang memuaskan ini.
TINJAUAN OPERASI KUMPULAN
Pelaburan
Pendapatan utama dari pelaburan pada tahun 2003
adalah daripada dividen dan faedah. Kumpulan
sentiasa berusaha untuk mencari peluang-peluang
pelaburan baru untuk membantu aktiviti-aktiviti utama
bagi memperolehi pulangan yang lebih baik daripada
sumber pendapatan yang sedia ada.
Dalam tahun 2003, Kumpulan ini telah memeterai
perjanjian usahasama dengan Hualon Microelectronics
Corporation, Taiwan dan 1st Silicon (Malaysia) Sdn.
Bhd. untuk mengendalikan urusniaga perkhidmatan
merekacipta litar bersepadu termasuk perlesenan harta
intelektual dan operasi sokongan. Sebuah syarikat
usahasama iaitu Integrated Circuit Design Services
Sdn. Bhd. telah ditubuhkan untuk tujuan tersebut dan
Kumpulan setakat ini mempunyai sebanyak 30%
saham dalam syarikat usahasama tersebut.
13
Power Generation and Utilities
The power generation segment continued to achieve
consistent revenue and profit for the Group. For the
financial year 2003, sales amounting to RM152.9
million and profit before tax of RM32.2 million were
achieved.
The utilities associate of the Group, Sarawak Electricity
Supply Corporation (“SESCO”), contributed RM104.3
million to the profit before tax of the Group. In the
preceding year, SESCO contributed RM64.9 million to
the profit before tax of the Group. The better
performance was mainly due to a higher demand for
electricity, particularly from the commercial and
industrial sectors.
SESCO, being the sole electricity distributor in
Sarawak, is in the process of planting up an additional
2 x 55 MW coal-fired steam-turbine generating units in
Kuching, Sarawak. This additional generation capacity
is to meet the projected demand growth in the near
future and help enhance the security of electricity
supply in Sarawak.
Peruntukan sebanyak RM64.9 juta telah dibuat untuk
susutnilai pelaburan dalam syer dan Stok Pinjaman
Tidak Bercagar Boleh Tukar, Tak Boleh Tebus (“ICULS”)
1st Silicon (Malaysia) Sdn. Bhd. sepanjang tahun
tersebut. Ini telah dicatatkan sebagai butiran luar biasa
dalam penyata kewangan. Pada tahun berakhir
31 Disember 2003, Kumpulan ini telah membuat
peruntukan terkumpul sebanyak RM131.9 juta bagi
tujuan tersebut.
Penjanaan Tenaga dan Utiliti
Segmen penjanaan tenaga sentiasa berusaha untuk
menghasilkan pendapatan dan keuntungan yang
konsisten bagi Kumpulan ini. Bagi tahun kewangan
2003, jumlah jualan tenaga elektrik mencecah kepada
RM152.9 juta dan keuntungan sebelum cukai
sebanyak RM 32.2 juta.
Syarikat bersekutu Kumpulan bagi utiliti iaitu
Perbadanan Perbekalan Lektrik Sarawak (“PPLS”) telah
menyumbang sebanyak RM104.3 juta keuntungan
sebelum cukai kepada Kumpulan. Bagi tahun sebelum
ini, PPLS telah menyumbang sebanyak RM64.9 juta
keuntungan sebelum cukai kepada Kumpulan.
Peningkatan yang memberansangkan ini adalah
disebabkan permintaan yang tinggi terhadap bekalan
elektrik, terutama dari sektor perindustrian dan
komersil.
Sebagai pembekal utama elektrik di Sarawak, PPLS
kini dalam proses menambah unit penjanaan elektrik
iaitu turbin penjana elektrik yang menggunakan batu
arang yang berkuasa 2 x 55 MW di Kuching, Sarawak.
Peningkatan kapasiti janakuasa ini adalah untuk
menampung peningkatan permintaan dalam jangka
masa pendek dan membantu meningkatkan kawalan
bekalan elektrik di Sarawak.
Coal-fired Power Station, Kuching.
14
Gas-fired Power Station, Bintulu.
Manufacturing
Pengilangan Dan Pembuatan
The steel fabrication and manufacturing segment of the
Group suffered from the escalating steel price in the
world market and declining domestic demand for its
products. Export activities to neighboring countries
also slowed down. In the face of these new challenges,
this segment was only able to achieve a revenue of
RM28.9 million and profit before tax of RM1.5 million
for the financial year 2003.
Segmen pengilangan dan pembuatan telah mengalami
kesan daripada kenaikan harga besi dan keluli yang
mendadak di pasaran dunia dan penurunan
permintaan domestik bagi produk tersebut. Aktivitiaktiviti eksport ke negara jiran juga agak
lembab. Namun demikian, segmen ini masih mampu
mencapai hasil jualan sebanyak RM28.9 juta dan
keuntungan sebelum cukai sebanyak RM1.5 juta bagi
tahun kewangan 2003.
Property Development
The property development
segment recorded a favorable
revenue of RM60.7 million and
profit before tax of RM7.6
million in 2003 as compared to
revenue of RM1.4 million and
loss before tax of RM0.8 million
in 2002.
Hartanah
Segmen pembangunan hartanah
telah mencapai rekod pendapatan
sebanyak RM60.7 juta dan
keuntungan
sebelum
cukai
sebanyak RM7.6 juta bagi tahun
kewangan
2003,
berbanding
pendapatan dan kerugian sebelum
cukai berjumlah RM1.4 juta dan
RM0.8 juta pada tahun 2002.
The property development
subsidiary, Jayalah Cemerlang
Realty Sdn. Bhd. (“JCR”) entered
Anak
syarikat
pembangunan
into a build and lease (“B&L”)
hartanah, Jayalah Cemerlang Realty
concession agreement with the
Sdn. Bhd. (“JCR”) telah memeterai
Sarawak State Government to
perjanjian konsesi bina dan sewa
design, construct and complete Menara Pehin Setia Raja, Mukah
(“B&L”) dengan Kerajaan Negeri Sarawak bagi
a 12-storey office complex, namely Menara Pehin
merekabentuk, membina dan menyiap kompleks
Setia Raja, in Mukah, Sarawak. JCR had successfully
pejabat 12 tingkat, Menara Pehin Setia Raja, di Mukah,
completed the building in 2003. Upon completion, the
Sarawak dan JCR telah berjaya menyiapkan bangunan
building was handed over to the State Government to
tersebut dalam tahun 2003. Bangunan tersebut
become its regional administrative office complex to
telahpun diserahkan kepada Kerajaan Negeri untuk
house all the State Government departments and
dijadikan sebagai Kompleks Pejabat Pentadbiran
related agencies in the Mukah Division. The B&L
Bahagian bagi kesemua jabatan kerajaan dan agensicontract is for a concession period of ten years, during
agensi yang berkaitan di Bahagian Mukah.
which the State Government shall make ten annual
installment payments to JCR as consideration for the
Perjanjian konsesi B&L adalah untuk tempoh masa
development of the building. This will provide a stable
sepuluh tahun dan Kerajaan Negeri akan dalam
income stream to the Group for the next ten years.
tempoh masa tersebut membayar JCR secara ansuran
tahunan sebagai balasan pembinaan bangunan
tersebut. Ini akan memberi aliran pendapatan yang
stabil kepada Kumpulan untuk sepuluh tahun akan
datang.
15
JCR
juga
mempunyai
sebuah
bangunan pejabat 30-tingkat iaitu
Menara Sarawak Enterprise terletak di
pusat Bandar Johor Bahru. Pasaran
hartanah komersil dan ruang pejabat di
Malaysia secara umumnya dan di
Johor khasnya masih agak lembab
dalam tahun 2003. Kadar penyewaan
bangunan tersebut masih dalam kadar
45% pada penghujung tahun tersebut.
JCR telah mengambil langkah untuk
melipat
gandakan
usaha
bagi
memperhebatkan aktiviti promosi
untuk menambah kadar penyewaan.
JCR also owns a 30-storey office
complex, Menara Sarawak
Enterprise, in the central business
district of Johor Bahru. The
commercial property market in
Malaysia in general and Johor
specifically remained soft in
2003. The occupancy rate of
Menara Sarawak Enterprise
remained at 45% as at the end of
2003. JCR had intensified its
promotion efforts to increase the
occupancy rate.
CORPORATE GOVERNANCE
Menara Sarawak Enterprise, Johor Bahru.
The Board is committed to
observing the Malaysian Code of Corporate
Governance and Bursa Malaysia Securities Berhad‘s
(“BMSB”) Listing Requirements and has worked
towards a high standard of corporate governance
throughout the Group, with a view to safeguard the
assets and operations of the Group and enhance
shareholder value.
In 2003, the Group established an Internal Audit Unit
to replace its outsourced Internal Auditor. The
function of the Internal Audit Unit is to review, make
recommendations and report on the efficiency and
effectiveness of the internal control system of the
Group.
DIVIDEND
The Board proposes to recommend a first and final
dividend of 1.5 sen per share less income tax (28%) for
the financial year ended 31 December 2003, subject
to the approval of the shareholders at the forthcoming
Annual General Meeting to be held on 25 June 2004.
If approved by the shareholders, the total dividend
payment in respect of the financial year ended 31
December 2003 will amount to RM12.6 million.
URUSTADBIR KORPORAT
Lembaga Pengarah Sarawak Enterprise Corporation
Berhad komited untuk memastikan tahap amalan dan
permatuhan terhadap kod urustadbir korporat dan
syarat-syarat penyenaraian Bursa Malaysia Securities
Berhad (“BMSB”) senantiasa dipertingkatkan dari masa
ke semasa dalam keseluruhan Kumpulan ini bertujuan
untuk melindungi aset dan operasi Kumpulan dan juga
menambah nilai kepada pemegang saham.
Pada tahun 2003, Kumpulan ini telah menubuhkan
Unit Audit Dalaman untuk mengambil alih tugas
mengaudit operasi Kumpulan yang dahulunya
dikendalikan oleh Juruaudit Luar. Fungsi Unit Audit
Dalaman ialah untuk menjalankan audit yang
sistematik ke atas operasi Kumpulan, membuat
cadangan dan laporan terhadap kecekapan dan
keberkesanan tentang sistem kawalan dalaman
Kumpulan.
DIVIDEN
Lembaga Pengarah mencadangkan pembayaran
dividen pertama dan muktamad sebanyak 1.5 sen
setiap satu saham dan ditolak cukai pendapatan 28%
untuk tahun kewangan 2003, tertakluk kepada
kelulusan pemegang-pemegang saham dalam
Mesyuarat Tahunan Am (AGM) yang akan diadakan
pada 25 Jun 2004.
Sekiranya diluluskan, jumlah pembayaran dividen
untuk tahun kewangan berakhir pada 31 Disember
2003 ialah RM12.6 juta.
16
BUSINESS OUTLOOK
PAPARAN URUSNIAGA
The global economy continues to show positive signs
of recovery. The world economy is projected to post a
higher growth of 4.1%2 in 2004 as compared to 3.2%2
in 2003. The outlook for the Malaysian economy is
also encouraging and a GDP growth between 6.0% to
6.5%1 has been forecasted for 2004. As for Sarawak, a
GDP growth of 6.0%3 is expected in 2004. The Board
is confident that with continued pro-business policies
of the Federal and State Governments, and the solid
foundation of the Group, SECB Group will continue to
turn in a satisfactory performance in 2004.
Ekonomi global telah menunjukkan petanda-petanda
pemulihan yang positif secara berterusan dan ekonomi
dunia dianggarkan mencatat pertumbuhan sebanyak
4.1%2 bagi tahun 2004, berbanding tahun 2003 yang
hanya mencatatkan pertumbuhan 3.2%2. Paparan
ekonomi Malaysia adalah amat menggalakkan dan
pertumbuhan KDNK dianggarkan dalam lingkungan
6.0% dan 6.5%1 bagi tahun 2004.
The shareholders can rest assured that the Group will
continue to seek new business opportunities and
manage its resources prudently for long-term growth in
shareholder value.
APPRECIATION
On behalf of the Board, I wish to record our
appreciation to the Management and Staff of the
Group for their dedication, efforts and diligent
contributions during the year. I am confident that our
experienced and professional management team will
continue to steer the SECB Group towards a better
future. I would also like to thank our valued
shareholders, customers, business associates and
bankers for their co-operation and continued support.
Sementara di Sarawak, pertumbuhan KDNK
dianggarkan sebanyak 6.0%3 untuk tahun yang sama.
Pihak Lembaga Pengarah amat yakin dengan polisi
pro-perniagaan yang dipelopori oleh Kerajaan
Persekutuan dan Negeri dan asas yang kukuh,
Kumpulan SECB akan terus mencatat prestasi yang
memuaskan bagi tahun 2004.
Lembaga Pengarah ingin memberi keyakinan kepada
pemegang-pemegang saham, bahawa Kumpulan SECB
akan terus berusaha untuk menerokai peluangpeluang perniagaan yang baru dan menguruskan
segala sumbernya dengan bijaksana dan berhati-hati
untuk pertumbuhan jangka panjang terhadap nilai
pemegang saham.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin
merakamkan setinggi-tinggi penghargaan kami kepada
pihak pengurusan dan semua kakitangan Kumpulan
SECB atas dedikasi, usaha gigih dan sumbangan
tuan/puan sepanjang tahun. Saya yakin bahawa pihak
pengurusan yang berpengalaman dan professional
akan terus memajukan Kumpulan SECB. Saya juga
ingin berterima kasih kepada pemegang-pemegang
saham, pelanggan-pelanggan, rakan-rakan perniagaan
dan pihak bank di atas kerjasama dan sokongan yang
berterusan.
Chairman / Pengerusi
Source: 1 Bank Negara Malaysia, Annual Report 2003
2 International Monetary Fund, World Economic Outlook,
11 September 2003
3 The Sarawak State Budget for 2004
Sumber: 1 Bank Negara Malaysia, Laporan Tahunan 2003
2 Tabung Kewangan Antarabangsa, Paparan Ekonomi
Dunia, 11 September 2003
3 Belanjawan Negeri Sarawak 2004
17
GROUP FIVE-YEAR FINANCIAL STATISTICS, 1999-2003 /
Statistik Kewangan Kumpulan Lima Tahun, 1999-2003
2003
RM'000
2002
RM'000
2001
RM'000
2000
RM'000
1999
RM'000
265,060
201,052
201,200
171,980
142,103
166,899
(64,900)
101,999
(23,624)
78,375
(10,061)
68,314
12,639
121,884
(84,240)
37,644
(25,172)
12,472
(4,300)
8,172
12,639
124,031
(2,802)
121,229
(21,680)
99,549
(3,901)
95,648
25,278
124,808
(6,240)
118,568
(21,775)
96,793
(2,567)
94,226
25,278
138,149
127
138,276
3,224
141,500
964
142,464
42,130
511,211
591,418
108,106
117,193
534,741
656,318
41,399
139,841
555,253
709,948
20,784
212,657
595,950
711,148
224,590
601,777
128,328
461,001
PERFORMANCE / PENCAPAIAN
Revenue / Nilai dagangan
Profit before exceptional items /
Keuntungan sebelum butiran luar biasa
Exceptional items / Butiran luar biasa
Profit before taxation / Keuntungan sebelum cukai
Taxation / Cukai
Profit after taxation / Keuntungan selepas cukai
Minority interest / Kepentingan minoriti
Net profit for the year / Keuntungan bersih bagi tahun
Net dividends / Dividen bersih
ASSETS EMPLOYED / ASET DIPERGUNAKAN
Property, plant and equipment / Aset Tetap
Investments and goodwill / Pelaburan dan Ihsan
Long term receivable / Boleh diterima jangka panjang
Bank and cash balances / Wang tunai dan baki di bank
Other net current assets / (Liabilities) /
Aset / (Liabiliti) semasa bersih lain
Associated companies / Syarikat sekutu
Intangible assets / Aset tak ketara
90,634
101,964
72,574
58,621
73,584
1,730,053 1,660,490 1,759,520 1,695,464 1,630,808
519
Total / Jumlah
3,148,615 3,134,753 3,330,736 3,285,773 2,896,017
FINANCED BY / PERMODALAN
Shareholders' fund / Dana pemegang saham
Minority interests / Kepentingan minoriti
Long term liabilities / Liabiliti jangka panjang
Deferred taxation / Cukai tertunda
2,844,789 2,789,114 2,960,851 2,865,049 2,796,908
84,960
75,099
70,400
66,499
63,931
201,549
251,949
289,383
352,575
35,178
17,317
18,591
10,102
1,650
-
Total / Jumlah
3,148,615 3,134,753 3,330,736 3,285,773 2,896,017
SELECTED RATIOS / NISBAH KEWANGAN (%)
Net tangible assets per share /
Aset ketara bersih sesaham (RM)
Net earnings per share / Pendapatan bersih sesaham
- before exceptional items /
sebelum butiran luar biasa (Sen)
- after exceptional items, taxation and minority interest/
selepas butiran luar biasa, cukai dan kepentingan
minoriti (Sen)
Gross dividend per share / Dividen kasar sesaham (Sen)
18
2.42
2.37
2.52
2.43
2.38
14.26
10.42
10.60
8.60
12.20
5.84
0.70
8.17
8.10
12.20
1.5
1.5
3.0
3.0
5.0
GROUP FINANCIAL HIGHLIGHTS / Maklumat Penting Kewangan Kumpulan
PROFIT AFTER TAXATION
Keuntungan Selepas Cukai
19
STATEMENT ON INTERNAL CONTROL / Penyata Kawalan Dalaman
INTRODUCTION
The Malaysian Code on Corporate Governance requires the Board to maintain a sound system of internal control
to safeguard shareholders’ investment and the Group’s assets. The Board is pleased to include a statement on the
state of the Group’s internal controls in accordance with paragraph 15.27 (b) of the Bursa Malaysia Securities
Berhad ("BMSB") Listing Requirements and as guided by the BMSB’s Statement on Internal Control Guidance for
Directors of Public Listed Companies ("the Guidance").
BOARD RESPONSIBILITY
It is the Board’s view that the Group’s objectives, its internal organization and the environment in which it
operates continuously evolve; and as a result, the risks that it faces also change. A sound system of internal
control therefore depends on a thorough and regular evaluation of the nature and extent of the risks which may
threaten the Group’s continuous growth and financial viability.
The Board further believes that the Group’s system of internal control and risk management practices will
contribute significantly to good corporate governance. The internal controls, financial or otherwise should
provide reasonable assurance regarding the achievement of the Group’s objectives in:
• Effectiveness and efficiency of operations
• Reliability and transparency of financial information
• Compliance with applicable laws and regulations
• Safeguarding of the Group’s assets
• Realizing the Group’s strategic objectives
• Optimizing the returns to and protecting the interest of stakeholders (including shareholders, customers and
staff)
The Board further acknowledges its responsibility for maintaining a sound system of internal control. However, it
recognizes that reviewing the Group’s system of internal control is a concerted and continuing process, designed
to manage rather than eliminate the risk of failure to achieve the business objectives. As with any such system,
controls can only provide reasonable but not absolute assurance against material misstatement, loss or fraud.
The Group’s system of internal control does not apply to associated companies as the Board does not have
control over their operations.
RISK MANAGEMENT FRAMEWORK
During the financial year, the key risks related to the Group’s strategy and business plans were reviewed and
considered by the Board and Management in their evaluation of these plans. On a daily basis, the responsibility
of managing risks of each business unit/department lies with the respective Heads of Business Unit/Department.
During the management meetings, significant risks identified and the corresponding internal controls
implemented were communicated to Senior Management. From time to time, the Board evaluated and managed
the key principal risks faced by the Group through the monitoring of the Group’s operations, performance and
profitability at its Board meetings.
The Management is in the process of putting in place a structured risk management framework and embedding
the process throughout the Group. These initiatives will ensure that the Group has a formalized ongoing process
to be applied consistently across the Group.
20
INTERNAL AUDIT FUNCTION
In September 2003, the Group has established an internal audit function, which reports to the Audit Committee
and to assist the Board in monitoring and managing risks and internal control. Prior to this, the internal audit
function was undertaken by an outsourced independent firm of public accountants, Messrs Deloitte & Touche
Management Solutions Sdn Bhd.
The internal audit function has the principal responsibility of carrying out audits on the operations within the
Group and provides appropriate input on good corporate governance to Management and Audit Committee. The
internal audit function in accordance with its charter covers but is not confined to the following:• Appraising the adequacy and integrity of the internal control of the Group;
• Ascertaining the level of compliance with Group’s plans, policies, procedures and adherence to laws and
regulations;
• Appraising the effectiveness of administrative and financial controls applied and the reliability and integrity of
data that is produced within the Group;
• Ascertaining the adequacy of controls for safeguarding the Group’s assets from losses of all kinds;
• Conducting special reviews or investigations requested by the Audit Committee;
• Ascertaining the effectiveness of Management in identifying principal risks and to manage such risks through
appropriate systems of internal control set up by the Group;
• Appraising utilization of resources with regard to economy, efficiency and effectiveness.
The activities of the internal audit function carried out since its establishment were as follows:• Follow up and update of previous audit works carried out by Messrs Deloitte & Touche Management Solutions
Sdn Bhd;
• Conduct additional review on selected business units/areas requested by Audit Committee;
• Review the related party transactions;
• Presentation of internal audit charter and audit plan for financial year 2004 for the Audit Committee’s
approval.
OTHER KEY ELEMENTS OF INTERNAL CONTROLS
An organizational chart and operating structures have been set up with clearly defined lines of authority,
accountability and responsibilities of each business unit. Manuals on Group policies and procedures are
reviewed regularly and updated when necessary.
Annual management plans and budgets are prepared at subsidiaries’ level before they are submitted to the
Holding Company for review. The comprehensive and consolidated Group’s management plan and budget is
then presented to the Board for approval. Budgets prepared by the subsidiaries are closely monitored and
explanations of variances are sought and incorporated into management reports, which are submitted to the
Holding Company for reviewing the performance and results of the subsidiaries on a monthly basis.
CONCLUSION
There are no consequential material weaknesses identified during the year under review and as at the date of the
annual report. Management has regularly reviewed and put in place appropriate action plans and measures to
strengthen the Group’s internal controls.
21
STATEMENT OF CORPORATE GOVERNANCE /
Penyata Urustadbir Korporat
The Board of Directors recognises that the practice of good corporate governance is fundamental in discharging
its duties and responsibilities to protect and enhance shareholders’ value and the financial performance of the
Company and Group, and has upheld good corporate governance practices.
The Board is pleased to report to shareholders the manner in which the Company has applied the Principles and
complied with the Best Practices of the Malaysian Code on Corporate Governance during the financial year ended
31 December 2003.
1. BOARD OF DIRECTORS
1.1 Composition of the Board
As at the date of this report, the Board comprises six members, two of whom are independent nonexecutive directors (being one-third of the Board membership), two executive directors and two
non-independent non-executive directors.
A profile of each director is set out on pages 6 - 11 of this Annual Report.
1.2 Board Balance
The Company is steered by a strong and experienced Board under the leadership of an independent
non-executive Chairman, Dato’ Mohamad Taha Bin Ariffin. The Management of the Company is
headed by Datuk Wan Ali Tuanku Yubi, Chief Executive Officer/Director. There is a clear division of
responsibilities between the Chairman and Chief Executive Officer to ensure a balance of power and
authority. The Board is constituted of individuals with diverse backgrounds, extensive experience and
expertise in the field of finance, corporate affairs, business and law. The non-executive directors have
the necessary expertise to ensure that investment proposals and strategies proposed by Management are
fully evaluated. The independent directors fulfill a pivotal role in corporate accountability and
independence in judgement to safeguard the interests of minority shareholders.
Haji Idris Bin Haji Buang is the Senior Independent Non-Executive Director appointed by the Board to
whom concerns may be conveyed.
1.3 Responsibilities of the Board
The Board is collectively responsible for the success of the Group and ensuring that its obligations to the
Company’s shareholders are met. During the year, the Board had reviewed:• the strategic direction and business plan for the Group;
• the funding strategy for the Company;
• the adequacy of the Group’s internal control systems, identified and addressed principal risks in the
Group’s business through powers delegated to the Audit Committee.
1.4 Board Meetings
During the year under review, the Board met five (5) times. Issues deliberated at these meetings
included the consideration of quarterly financial results, new investment and business proposals and
review of the performance of the operating subsidiaries.
22
Details of attendance of the Directors at the Board Meetings are set out below:Name of Director
No. of Meetings Attended
5
5
5
5
5
5
1.5 Supply of Information
Prior to Board Meetings, information on financial, operational, legal, regulatory, corporate and strategic
matters are provided to the Board members in the form of Board Papers or reports to enable the Board
to make informed decisions. Whenever necessary, Senior Management and professional advisers are also
invited to brief the Board on the matters being deliberated. Management ensures that all Directors have
full access to information and are entitled to obtain full disclosure on matters put forward for their
decision. Every Director has direct access to the advice and services of the Company Secretary.
1.6 Directors’ Training
There is currently no formal training programme for new Directors. All Directors of the Company have
successfully completed the Mandatory Accreditation Programme conducted by the Research Institute of
Investment Analysis Malaysia ("RIIAM"). The Directors will continue to undergo other relevant training
programmes to further enhance their knowledge.
1.7 Re-Election
In accordance with the Company’s Articles of Association, one-third of the Directors retire by rotation at
each Annual General Meeting and are eligible for re-election.
2. BOARD COMMITTEES
The Board has delegated certain functions and responsibilities to the Audit Committee, Nomination
Committee and Remuneration Committee, which operate within clearly defined terms of reference. The
Chairman of these Committees reports the outcome of the meetings to the Board.
•
Audit Committee
The terms of reference of the Audit Committee are set out on pages 27 - 29 of this Annual Report.
•
Nomination Committee
The members of the Committee comprise:Dato’ Mohamad Taha Bin Ariffin
-
Independent Non-Executive Director
Non-Independent Non-Executive Director
The Committee met twice during the year. The functions of the Committee include recommendations of
new nominees to the Board, review and assessment of the contributions of each director.
23
STATEMENT OF CORPORATE GOVERNANCE / Penyata Urustadbir Korporat
•
Remuneration Committee
The members comprise the following directors:Dato’ Mohamad Taha Bin Ariffin
-
Independent Non-Executive Director
Non-Independent Executive Director
The Committee met twice during the year. The functions of the Committee include developing the
remuneration policy, determining remuneration packages of the Group employees and recommending to
the Board the remuneration package of the Executive Directors and Senior Management.
3. DIRECTORS’ REMUNERATION
Details of directors’ remuneration for the year ended 31 December 2003 are as follows:•
Aggregate remuneration of Directors:
Salary/Fees
•
RM’000
Other Emoluments
(Including bonus,
allowances and
benefits-in-kind)
RM’000
RM’000
Executive Directors
476
187
663
Non-Executive Directors
216
-
216
The number of Directors’ whose total remuneration falls within the following categories:
Executive Directors
24
Total
Salary/Fees
Bonus
Allowances
Benefits-in-kind
<RM50,000
-
2
1
1
RM50,001 - RM100,000
-
-
1
-
RM100,001 - RM150,000
1
-
-
-
RM350,001 - RM400,000
1
-
-
-
Non-Executive Directors
Salary/Fees
Bonus
Allowances
Benefits-in-kind
<RM50,000
3
-
-
-
RM50,001 - RM100,000
1
-
-
-
4. RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
The Company recognises the importance of timely dissemination of information to the Company’s
shareholders and investors and in this regard the Annual Report of the Company is sent to its shareholders at
least 21 days before its Annual General Meeting ("AGM") in compliance with the Listing Requirements of the
Bursa Malaysia Securities Berhad ("BMSB"). The AGM is the principal forum for dialogue with shareholders
who are encouraged to raise questions and seek clarification on the operations and financial performance of
the Group.
Timely announcements on the Group’s business, financial results and corporate proposals are also made to
the public.
5. STATEMENT OF DIRECTORS’ RESPONSIBILITIES FOR PREPARING THE FINANCIAL STATEMENTS
The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year
in accordance with applicable approved accounting standards such that the financial statements should give
a true and fair view of the state of affairs of the Group and Company and the results and cashflows of the
Group and the Company for the financial year.
In preparing the financial statements, the Directors have:
•
•
•
•
Selected and adopted suitable accounting policies in accordance with approved applicable accounting
standards in Malaysia;
Applied consistently the adopted accounting policies;
Made judgments and estimates that are reasonable and prudent; and
Prepared the financial statements on the going-concern basis.
The Directors are also responsible for ensuring that proper accounting records are kept and that the financial
statements disclose with reasonable accuracy the Company’s financial position, and are in compliance with
the Companies Act, 1965.
The Directors have also taken reasonable steps to prevent and detect fraud and other irregularities and to safe
guard the assets of the Group and the Company.
6. STATEMENT OF INTERNAL CONTROL
The Group’s Statement of Internal Control is set out on pages 20 and 21.
7. RELATIONSHIP WITH EXTERNAL AUDITORS
The role of the Audit Committee in relation to the external auditors is described on page 28.
25
STATEMENT OF CORPORATE GOVERNANCE / Penyata Urustadbir Korporat
8. ADDITIONAL COMPLIANCE INFORMATION
•
Material Contracts
Save as disclosed hereunder, neither the Company nor any of its subsidiary companies had entered into any
material contract which involved Directors’ and/or major shareholders’ interests, which were either still
subsisting at the end of the financial year or which were entered into since the end of the previous financial
year:Date of Agreement
Company
Transacting
Company
Nature
Transaction
amount for 2003
RM’000
17 October 2000
Sarawak Power
Generation
Sdn Bhd
SESCO
Power Purchase
51,289
17 October 2000
Sejingkat Power
Corporation
Sdn Bhd
SESCO
Power Purchase
101,561
9 September 2003
Jayalah Cemerlang
Realty Sdn Bhd
Government
of Sarawak
Design &
Construction
of 12-Storey
Office Complex
in Mukah
59,325
Note:
Sarawak Enterprise Corporation Berhad ("SECB") is 52.31% owned by the State Financial Secretary of Sarawak.
SESCO is 45% owned by SECB and is a person connected to the State Financial Secretary of Sarawak.
Sarawak Power Generation Sdn Bhd is a 100% owned subsidiary of SECB.
Sejingkat Power Corporation Sdn Bhd is 50.82% owned by SECB and 49.18% owned by SESCO.
Jayalah Cemerlang Realty Sdn Bhd is a 100% owned subsidiary of SECB.
•
Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company, its Directors or Management by the
regulatory authorities during the year under review.
•
Non-Audit Fees
Non-audit fees of RM139,645 were paid to the external auditors for the financial year ended
31 December 2003.
26
AUDIT COMMITTEE REPORT / Laporan Jawatankuasa Audit
1. MEMBERS OF THE AUDIT COMMITTEE
- Chairman and Independent Non-Executive Director
- Independent Non-Executive Director
- Non-Independent Executive Director
2. TERMS OF REFERENCE OF AUDIT COMMITTEE
Policy
Sarawak Enterprise Corporation Berhad established its Audit Committee on 30 July 1994 with a view to
ensure that internal and external audit functions are properly conducted, and that audit recommendations
are being carried out effectively by all subsidiaries of the Sarawak Enterprise Corporation Berhad Group.
Objectives
The objectives of this policy are:
(a) to comply with Chapter 15 of the Listing Requirements of the Bursa Malaysia Securities Berhad;
(b) to relieve the full Board of Directors from detailed involvement in the review of the results of internal
and external audit activities, and yet ensure that audit findings are brought up to the highest level for
consideration.
Composition of Audit Committee
- Members
The Audit Committee is appointed by the Directors from amongst their number (pursuant to a resolution of
the Board of Directors) which fulfils the following requirements:
(a) the Audit Committee shall be composed of no fewer than 3 members;
(b) a majority of the Audit Committee shall be Independent Directors; and
(c) at least one member of the Audit Committee:
(i) must be a member of the Malaysian Institute of Accountants; or
(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’
working experience and:
(aa) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act 1967; or
(bb) he must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act 1967;
(d) No alternate director shall be appointed as a member of the Audit Committee.
27
- Chairman
The members of the Audit Committee shall elect a Chairman from among their number who shall be an
Independent Director.
Functions of Audit Committee
The functions of the Audit Committee are as follows:
(1) review the following and report the same to the Board of Directors:
(a) with the external auditor, the audit plan;
(b) with the external auditor, his evaluation of the system of internal controls;
(c) with the external auditor, his audit report;
(d) the assistance given by the employees to the external auditor;
(e) the adequacy of the scope, functions and resources of the internal audit functions and that it has the
necessary authority to carry out its work;
(f) the internal audit programme, processes, the results of the internal audit programme, processes or
investigation undertaken and whether or not appropriate action is taken on the recommendations of
the internal audit function;
(g) the quarterly results and year-end financial statements, prior to the approval by the Board of Directors,
focusing particularly on:
(i) changes in or implementation of major accounting policy changes;
(ii) significant and unusual events; and
(iii) compliance with accounting standards and other legal requirements;
(h) any related party transaction and conflict of interest situation that may arise within the Company or
Group including any transaction, procedure or course of conduct that raises questions of management
integrity;
(i) any letter of resignation from the external auditors of the Company; and
(j) whether there is reason (supported by grounds) to believe that the Company’s external auditor is not
suitable for re-appointment; and
(2) recommend the nomination of a person or persons as external auditors,
together with such other functions as may be determined by the Board of Directors.
28
Authority of Audit Committee
Wherever necessary and reasonable for the performance of its duties, the Audit Committee shall in accordance
with a procedure to be determined by the Board of Directors and at the cost of the Company:
(a) have the authority to investigate any matter within its terms of reference;
(b) have the resources which are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Company;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity (if any);
(e) obtain independent professional or other advice; and
(f) convene meetings with the external auditors, excluding the attendance of the executive members of the
Audit Committee, whenever deemed necessary.
Meetings and Reporting Procedures
(a) The Audit Committee shall meet as often as the Chairman of the Committee deems necessary but not less
than four times a year.
(b) In order to form a quorum in respect of a meeting of the Audit Committee, the majority of members of the
Audit Committee present at the meeting must be Independent Directors.
(c) The Chairman of the Committee shall be entitled, where deemed appropriate, to invite any person(s) to
meetings of the Audit Committee.
(d) The Secretary of the Committee is responsible for:
(i) sending out notices of meetings; and
(ii) preparing and keeping minutes of meetings.
(e) The Audit Committee meeting minutes are to be extended to the Board of Directors.
3. DETAILS OF ATTENDANCE OF MEMBERS AT AUDIT COMMITTEE MEETINGS
The Audit Committee met five (5) times during the year. Details of attendance at the Audit Committee Meetings
are as follows:Name of Member
No. of Meetings Attended
5
5
5
29
4. SUMMARY OF ACTIVITIES
During the year, the Audit Committee carried out its duties and responsibilities in accordance with its terms
of reference. In performing its functions, the Committee reviewed the quarterly, half-yearly and year-end
results prior to approval by the Board, related party transactions and internal audit reports of its operating
subsidiaries. During the respective Board Meetings, the Chairman of the Audit Committee briefed the Board
on issues deliberated at the Audit Committee Meetings and the recommendations of the Committee.
During the review of the Group’s year-end results, representatives of the external auditors, Messrs Ernst &
Young, were invited to discuss the Group’s accounts, Management’s response to all pertinent issues and
findings raised and noted by the external auditors during their audit of the accounts, together with
recommendations in respect of their findings.
5. INTERNAL AUDIT FUNCTION
An Internal Audit Unit was established in September 2003 to carry out audits on the operations
within the Group and to assist the Audit Committee in the discharge of its duties and responsibilities
pertaining to risks and controls. The Head, Internal Audit reports to the Audit Committee.
The principal objective of the Internal Audit function is to provide assurance that the system of internal
controls of the Group is operating satisfactorily and effectively by complying with the policies and procedures,
applicable laws and regulations, assessment of risk and adequacy of risk management and corporate
governance policy.
A summary of the activities undertaken by Internal Audit Department since its establishment is set out in the
Statement of Internal Control of this Annual Report.
30
FINANCIAL STATEMENTS
32 - 35
Directors’ Report
36
Statement by Directors and Statutory Declaration
37
Auditors’ Report
38
Income Statements
39
Balance Sheets
40 - 41
Statements of Changes In Equity
42 - 43
Cash Flow Statements
44 - 76
Notes To The Financial Statements
PENYATA KEWANGAN
32 - 35
Laporan Para Pengarah
36
Penyata Para Pengarah dan Akuan Berkanun
37
Laporan Juruaudit
38
Penyata Pendapatan
39
Kunci Kira-Kira
40 - 41
Penyata Perubahan Dalam Ekuiti
42 - 43
Penyata Aliran Tunai
44 - 76
Nota-Nota Kepada Penyata Kewangan
31
DIRECTORS’ REPORT / Laporan Para Pengarah
The directors have pleasure in presenting their report together with the audited financial statements of the Group
and of the Company for the financial year ended 31 December 2003.
Principal activities
The principal activity of the Company is investment holding.
The principal activities of the subsidiaries and associates consist of:
a) investment holding
b) generation, transmission, distribution and sale of electricity
c) manufacture, fabrication, galvanising and sale of steel structures
d) property holding and development, construction and realty
e) manufacturing and trading of plastic packaging products
f) provision, integration and maintenance of control instrumentation and SCADA systems
g) computer software development
h) provision of integrated circuit design services, intellectual property licensing and operation support.
There have been no significant changes in the nature of these activities during the financial year.
Results
Group
RM'000
Company
RM'000
Profit before taxation
Taxation
101,999
(23,624)
63,235
(11,735)
Profit after taxation
Minority interests
78,375
(10,061)
51,500
-
Net profit for the year
68,314
51,500
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the Statements of Changes in Equity.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature except as
disclosed in the financial statements.
Dividends
During the financial year, the Company paid a final dividend of 1.5 sen per share less tax at 28%, amounting to
RM12,638,953, in respect of the previous financial year.
At the forthcoming Annual General Meeting, a final dividend in respect of the current financial year ended 31
December 2003, of 1.5 sen less 28% taxation on 1,170,273,425 ordinary shares, amounting to a total dividend of
RM12,638,953 (1.08 sen net per share) will be proposed for shareholders' approval. The financial statements for the
current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be
accounted for in shareholders' equity as an appropriation of retained profits in the next financial year ending 31
December 2004.
SARAWAK ENTERPRISE
CORPORATION BERHAD
Company No.: 007199-D • Incorporated In Malaysia
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Dato' Mohamad Taha Bin Ariffin - Chairman
Datuk Wan Abdul Kadir @ Wan Ali Bin Wan Yubi @ Tuanku Yubi
Dato' Chew Kong Seng @ Chew Kong Huat
In accordance with Article 82 of the Company's Articles of Association, Dato' Chew Kong Seng @ Chew Kong Huat
and Datuk Fong Joo Chung retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-election.
Directors' benefits
Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive any benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the
directors as shown in the financial statements or the fixed salary of a full-time employee of the Company) by reason
of a contract made by the Company or a related corporation with any 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 as disclosed in Note
33 to the financial statements.
Directors' interests
None of the directors in office at the end of the financial year had any interest in shares, warrants or options in the
Company or its related corporations during the financial year.
Other statutory information
(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 has been taken in relation to the writing off of bad debts and the making
of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and
that adequate provision had been made for doubtful debts; and
(ii) to ensure that current assets which were unlikely to realise their values as shown in the accounting records
in the ordinary course of business had been written down to amounts which they might be expected so to
realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount of bad debts written off or the amount of the provision for doubtful debts inadequate to any
substantial extent; and
(ii) the values attributed to current assets in the financial statements of the Group and of the Company
misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would
render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
33
DIRECTORS’ REPORT / Laporan Para Pengarah
Other statutory information (cont’d.)
(d) At the date of this report, the directors are not aware of any circumstances which would render any amount
stated in the financial statements misleading.
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial
year.
(f)
In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the Group
and of the Company to meet its obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the
operations of the Group or of the Company for the financial year in which this report is made.
Significant events
(a) Investment in Encorp Berhad
(i)
Pursuant to a Voluntary Scheme of Arrangement (“the Scheme”) between Great Wall Plastic Industries
Berhad (“GWPI”) and its shareholders involving Encorp Berhad (“Encorp”) under Section 176 of the
Companies Act, 1965 which was approved by the shareholders of GWPI at the Court Convened Meeting
and Extraordinary General Meeting of GWPI held on 23 September 2002, the existing ordinary shares of
RM1.00 each in GWPI (“GWPI shares”) were exchanged for new ordinary shares of RM1.00 each in
Encorp (“Encorp shares”) on the basis of one (1) new Encorp share for every one (1) existing GWPI share
after the Bonus Issue by Encorp of 67,975,833 new Encorp shares on the basis of nine (9) new Encorp
shares for every ten (10) existing Encorp shares held, credited as fully paid-up (“Bonus Issue”).
Upon completion of the Scheme and the Bonus Issue by Encorp, the percentage of shares held in Encorp by
Dasar Untung Sdn. Bhd. (“DUSB”), a wholly-owned subsidiary of the Company, was reduced to 10.74%
(before full exercise of outstanding ESOS Options) and 10.37% (after full exercise of outstanding ESOS
Options) from its original shareholding of 30% in GWPI.
This transaction had been completed on 9 December 2002. The effect of this transaction was that the
Group had recorded an exceptional loss of RM15.1 million in the last financial year.
The listing status of Great Wall Plastic Industries Berhad was transferred to Encorp Berhad with effect from
11 February 2003 pursuant to the Scheme of Arrangement as described above.
(ii) Subsequent to the transaction as mentioned in (i) above, DUSB had acquired an additional 35 million
ordinary shares of RM1.00 each in Encorp for a total cash consideration of RM52.5 million or RM1.50 per
share.
With the aforesaid acquisition, DUSB's shareholding in Encorp had been increased to 26.4% comprising
59,000,000 ordinary shares of RM1.00 each in Encorp.
The aforesaid acquisition, was approved by the Foreign Investment Committee (“FIC”) on 8 November
2003.
SARAWAK ENTERPRISE
CORPORATION BERHAD
Significant events (cont’d.)
(b) Investment in Integrated Circuit Design Services Sdn. Bhd.
On 16 September 2003, Dunlop Properties Sdn. Bhd. (“DPSB”), a wholly-owned subsidiary of Sarawak
Enterprise Corporation Berhad (“SECB”), entered into a joint venture agreement with Hualon Microelectronics
Corporation, Taiwan and 1st Silicon (Malaysia) Sdn. Bhd. to engage in the business of integrated circuit design
services, intellectual property licensing and operation support (“the Business”). A joint venture company namely,
Integrated Circuit Design Services Sdn. Bhd. (“ICDS”) was incorporated to undertake the Business. DPSB holds
30% equity interest in ICDS comprising of 3,885,545 ordinary shares of RM1.00 each.
Controlling shareholder
The Directors regard the State Financial Secretary, Sarawak, a statutory corporation established under the State
Financial Secretary (Incorporation) Ordinance of Sarawak, as the controlling shareholder of the Company.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors
Dato' Mohamad Taha
Bin Ariffin
Chairman
Datuk Wan Abdul Kadir @ Wan Ali
Bin Wan Yubi @ Tuanku Yubi
Chief Executive Officer
Kuching, Malaysia
Date: 23 April 2004
35
STATEMENT BY DIRECTORS / Penyata Para Pengarah
Statement by Directors pursuant to Section 169 (15) of the Companies Act, 1965
We, Dato' Mohamad Taha Bin Ariffin and Datuk Wan Abdul Kadir @ Wan Ali Bin Wan Yubi @ Tuanku Yubi, being
two of the directors of Sarawak Enterprise Corporation Berhad, do hereby state that, in the opinion of the directors,
the accompanying financial statements set out on pages 38 to 76 are 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 the financial position of the Group and of the Company as at 31 December 2003 and of the results and
the cash flows of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors
Dato' Mohamad Taha
Bin Ariffin
Chairman
Datuk Wan Abdul Kadir @ Wan Ali
Bin Wan Yubi @ Tuanku Yubi
Chief Executive Officer
Kuching, Malaysia
Date: 23 April 2004
Statutory Declaration pursuant to Section 169 (16) of the Companies Act, 1965
I, Lee Meng Soon, being the person primarily responsible for the financial management of Sarawak Enterprise
Corporation Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on
pages 38 to 76 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to
be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Lee Meng Soon
Subscribed and solemnly declared by the
abovenamed Lee Meng Soon
at Kuching in the State of Sarawak
on 23 April 2004
Before me,
SARAWAK ENTERPRISE
CORPORATION BERHAD
AUDITORS’ REPORT / Laporan Juruaudit
Report of the Auditors to the Members of Sarawak Enterprise Corporation Berhad
We have audited the accompanying financial statements set out on pages 38 to 76. These financial statements are
the responsibility of the Company's directors. Our responsibility is to express an opinion on these financial
statements based on our audit.
We have conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those
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 presentation of the financial
statements. 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 the provisions of the Companies
Act, 1965 and applicable Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2003 and of the results and
the cash flows of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial
statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries for which we have acted as auditors have been properly kept in accordance with the provisions of
the Act.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation of
the consolidated financial statements and we have received satisfactory information and explanations required by
us for those purposes.
The auditors' reports on the financial statements of the subsidiaries were not subject to any qualification and did
not include any comment required to be made under Section 174(3) of the Companies Act, 1965.
ERNST & YOUNG
AF: 0039
Chartered Accountants
YONG VOON KAR
1769/04/06 (J/PH)
Partner
Kuching, Malaysia
Date: 23 April 2004
37
INCOME STATEMENTS / Penyata Pendapatan
for the year ended 31 December 2003 / bagi tahun berakhir 31 Disember 2003
Group
Note
2003
RM'000
2002
RM'000
3
265,060
201,052
Cost of sales
(171,654)
(111,313)
Gross profit
93,406
Other operating income
Selling and distribution expenses
Administrative expenses
Other operating expenses
Profit from operations
Revenue
Company
2003
2002
RM'000
RM'000
48,658
49,568
-
-
89,739
48,658
49,568
5,428
(367)
(7,456)
(10,148)
6,008
(256)
(7,484)
(9,510)
3
(2,582)
(1,526)
2,930
(2,189)
(2,681)
80,863
78,497
44,553
47,628
Finance costs
Share of results of associates
(21,098)
107,134
(23,314)
66,701
Profit before exceptional items
166,899
121,884
44,535
47,613
(18)
-
(15)
-
Exceptional items
4
(64,900)
(84,240)
18,700
(50,600)
Profit/(loss) before taxation
5
101,999
37,644
63,235
(2,987)
Taxation
6
(23,624)
(25,172)
(11,735)
(12,448)
Profit/(loss) after taxation
78,375
12,472
51,500
(15,435)
Minority interest
(10,061)
(4,300)
Net profit/(loss) for the year
68,314
8,172
Earnings per ordinary share
(sen) - basic
7
5.8
0.7
Dividends per share (sen)
Proposed
8
1.5
1.5
The accompanying notes form an integral part of the financial statements.
51,500
1.5
(15,435)
1.5
SARAWAK ENTERPRISE
CORPORATION BERHAD
BALANCE SHEETS / Kunci Kira-Kira
as at 31 December 2003 / pada 31 Disember 2003
Group
Note
Company
2003
2002
RM'000
RM'000
2003
RM'000
2002
RM'000
9
10
11
12
13
18
19
14
511,211
1,730,053
575,879
46,092
62,014
15,539
534,741
1,660,490
640,779
41,399
15,539
21,137
143,341
1,403,835
575,587
374,204
62,014
-
19,118
143,341
1,403,835
556,887
343,800
41,399
-
15
16
17
18
19
23,861
104,560
17,316
7,232
13,607
101,319
15,874
23,985
125,902
320
7,274
6,705
12,256
125,451
14,390
1,702
2,110
49,187
1,717
2,453
1,615
77,281
2,207
283,769
316,283
54,716
83,556
14,909
7,415
49,273
145
4,200
7,557
12,794
52,512
140
275
1,200
775
31,081
-
2,392
31,096
104
-
75,942
74,478
31,856
33,592
207,827
241,805
22,860
49,964
3,148,615
3,134,753
2,602,978
2,558,344
1,170,273
1,674,516
1,170,273
1,618,841
1,170,273
1,415,388
1,170,273
1,376,527
2,844,789
2,789,114
2,585,661
2,546,800
84,960
75,099
-
-
218,866
270,540
17,317
11,544
3,148,615
3,134,753
2,602,978
2,558,344
Non-current assets
Property, plant and equipment
Investment in subsidiaries
Investment in associates
Other investments
Amounts due from subsidiary companies
Trade receivables
Other receivable
Goodwill on consolidation
Current assets
Inventories
Development properties
Deferred charges
Trade receivables
Other receivables
Amounts due from associates
Short-term deposits
Cash and bank balances
13
20
Current liabilities
Trade payables
Other payables
Short-term borrowings
Amounts due to subsidiary companies
Finance lease payables
Current tax liability
Loans from an associate
21
22
23
13
24
25
Net current assets
Financed by:
Share capital
Reserves
26
27
Shareholders' equity
Minority interests
Deferred and long-term liabilities
28
39
STATEMENTS OF CHANGES IN EQUITY / Penyata Perubahan Dalam Ekuiti
Non-distributable
Note
Share
capital
RM'000
Distributable
Capital
Share
Capital redemption General Retained
premium reserves reserve
reserves profits
RM'000 RM'000 RM'000
RM'000 RM'000
Total
RM'000
Group
At 1 January 2002
As previously stated
Prior year adjustment
1,170,273
29
At 1 January 2002
(restated)
-
844,505
237,254
17,639
34,181
-
-
- (150,105)
656,999 2,960,851
-
(150,105)
1,170,273
844,505
87,149
17,639
34,181
-
-
-
-
-
8,172
8,172
Dividend
-
-
-
-
-
(25,278)
(25,278)
Transfer to capital
reserves - associate
-
-
28,492
-
-
(28,492)
-
Transfer to general
-
-
-
-
22,803
(22,803)
-
Changes in group
structure - associate
-
-
117,823
-
1,170,273
844,505
233,464
17,639
56,984
466,249 2,789,114
1,170,273
844,505
385,446
17,639
56,984
466,249 2,941,096
-
-
At 31 December 2002
656,999 2,810,746
- (122,349)
(4,526)
At 1 January 2003
As previously stated
Prior year adjustment
At 1 January 2003
(restated)
29
-
- (151,982)
-
(151,982)
1,170,273
844,505
233,464
17,639
56,984
-
-
-
-
-
68,314
68,314
Dividend
-
-
-
-
-
(12,639)
(12,639)
Transfer to capital
-
-
77,865
-
-
(77,865)
-
Transfer to general
-
-
-
-
5,306
(5,306)
-
1,170,273
844,505
311,329
17,639
62,290
At 31 December 2003
466,249 2,789,114
438,753 2,844,789
SARAWAK ENTERPRISE
CORPORATION BERHAD
Non-distributable
Distributable
Capital
Share
Capital redemption General
premium reserves reserve
reserves
RM'000 RM'000 RM'000
RM'000
Retained
profits
RM'000
Total
RM'000
1,170,273
844,505
123,000
17,639
5,000
427,096
2,587,513
Loss for the year
-
-
-
-
-
(15,435)
(15,435)
Dividend
-
-
-
-
-
(25,278)
(25,278)
1,170,273
844,505
123,000
17,639
5,000
386,383
2,546,800
-
-
-
-
-
51,500
51,500
Dividend
-
-
-
-
-
(12,639)
(12,639)
1,170,273
844,505
123,000
17,639
5,000
Note
Share
capital
RM'000
Company
At 1 January 2002
At 31 December 2002
At 31 December 2003
425,244
2,585,661
41
CASH FLOW STATEMENTS / Penyata Aliran Tunai
Group
Company
2003
2002
RM'000
RM'000
2003
RM'000
2002
RM'000
101,999
37,644
(107,134)
30,962
(66,701)
27,849
366
(2,863)
-
Cash flows from operating activities
Adjustments for:
Share of results of associates
Depreciation of property, plant and equipment
Loss/(gain) on disposal of property, plant
and equipment
Provision for slow-moving inventories
and inventories obsolescence
Provision of doubtful debts less provision
no longer required
Exceptional items
Interest expenses
Profit payments on BaIDS
Interest income
Dividend income
Unrealised loss on foreign exchange
10
(140)
70
63,235
-
(2,987)
311
(2,844)
-
405
64,900
1,381
19,632
(26,465)
(165)
34
(164)
84,240
1,302
21,876
(27,643)
(307)
119
(18,700)
18
(25,993)
(22,665)
-
50,600
15
(26,761)
(22,807)
-
Operating profit/(loss) before working
capital changes
85,419
75,422
(3,739)
(4,473)
Inventories
Receivables
Payables
Amount due from subsidiaries
Amount due from associates
Deferred charges
21,342
264
(55,712)
2,053
(1,351)
320
(17,083)
(4,013)
(4,659)
(9,784)
4,274
(320)
595
(1,617)
(30,914)
-
379
(8,896)
(69,873)
-
Cash from/(used in) operations
52,335
43,837
(35,675)
(82,863)
Interest paid
Taxes paid
(1,381)
(1,461)
(1,302)
(1,734)
(18)
(1,350)
(15)
(1,439)
Net cash from/(used in) operating activities
49,493
40,801
(37,043)
(84,317)
SARAWAK ENTERPRISE
CORPORATION BERHAD
Group
2003
RM'000
2002
RM'000
Company
2003
2002
RM'000
RM'000
Cash flows from investing activities
Repayment of land premium
Purchase of property, plant and equipment
Subscription of additional shares in associate
Interest received
Dividend received
Proceeds from disposal of property, plant
and equipment
Proceeds from issuance of shares in subsidiary
company from minority shareholder
(7,444)
(3,885)
4,141
18,209
Net cash from/(used in) investing activities
11,023
Loan from a corporate shareholder
Dividend paid
Drawdown of bank borrowings
Repayment of bank borrowings
Repayment of bills payable
Bankers’ acceptances obtained
Repayment of finance lease payables
Repayment of BaIDS
Repayment of loan from a corporate shareholder
(6,479)
(12,084)
(52,500)
7,028
19,175
(2,385)
5,378
18,209
(380)
6,146
18,311
2
6,303
-
6,185
-
400
-
-
(38,157)
21,202
30,262
8,000
(12,639)
(6,713)
(4,233)
(140)
(19,746)
(45,000)
(2,700)
13,000
(25,278)
4,933
(665)
4,137
(822)
(21,934)
(40,000)
(600)
(12,639)
(104)
-
(25,278)
(115)
-
Net cash used in financing activities
(83,171)
(67,229)
(12,743)
(25,393)
Net decrease in cash and cash equivalents
(22,655)
(64,585)
(28,584)
(79,448)
Cash and cash equivalents at the
beginning of the year
139,841
204,426
79,488
158,936
Cash and cash equivalents at the end of the year
117,186
139,841
50,904
79,488
101,319
15,874
(7)
125,451
14,390
-
49,187
1,717
-
77,281
2,207
-
117,186
139,841
50,904
79,488
Cash flows from financing activities
Cash and cash equivalents are analysed as follows:
Short-term deposits
Cash and bank balances
Bank overdrafts
43
NOTES TO THE FINANCIAL STATEMENTS 31 December 2003
/ Nota-Nota Kepada Penyata Kewangan 31 Disember 2003
1.
Corporate information
The principal activity of the Company is investment holding. The principal activities of the subsidiaries of the
Company are described in Note 10 to the financial statements. There have been no significant changes in the
nature of these activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on
the Main Board of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at 1st Floor Wisma Naim, Lot 2679 Rock Road, 93200 Kuching.
The financial statements of the Group and of the Company are expressed in Ringgit Malaysia.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors on 23 April 2004.
2.
Significant accounting policies
(a)
Basis of preparation
The financial statements of the Group and of the Company have been prepared under the historical cost
convention except for the valuation of a landed property (unless as otherwise indicated in the significant
accounting policies).
The financial statements comply with the provisions of the Companies Act, 1965 and applicable
Approved Accounting Standards in Malaysia.
During the financial year ended 31 December 2003, the Group and the Company adopted the
following Malaysian Accounting Standard Board (MASB) Standards for the first time:
MASB 25
MASB 27
MASB 29
Income Taxes
Borrowing Costs
Employee Benefits
The effects of adopting MASB 25 are summarised in the Statements of Changes in Equity and further
information is disclosed in Note 29 to the financial statements. The adoption of MASB 27 and MASB 29
have not given rise to any adjustments to the opening balances of retained profits of the prior and
current year or to changes in comparatives.
(b)
Basis of consolidation
(i)
Subsidiaries
The consolidated financial statements include the financial statements of the Company and all its
subsidiaries. Subsidiaries are those companies in which the Group has a long term equity interest
and where it has power to exercise control over the financial and operating policies so as to
obtain benefits therefrom.
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition
method of accounting, the results of subsidiaries acquired or disposed of during the year are
included in the consolidated income statement from the effective date of acquisition or up to the
effective date of disposal, as appropriate. The assets and liabilities of a subsidiary are measured at
their fair values at the date of acquisition and these values are reflected in the consolidated
balance sheet. The difference between the cost of an acquisition and the fair value of the Group’s
share of the net assets of the acquired subsidiary at the date of acquisition is included in the
consolidated balance sheet as goodwill or negative goodwill arising on consolidation.
SARAWAK ENTERPRISE
CORPORATION BERHAD
2.
Significant accounting policies (cont'd.)
(b)
Basis of consolidation (cont'd.)
(i)
Subsidiaries (cont'd.)
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation
and the consolidated financial statements reflect external transactions only. Unrealised losses
are eliminated on consolidation unless costs cannot be recovered.
The gain or loss on disposal of a subsidiary company is the difference between net disposal
proceeds and the Group's share of its net assets together with any unamortised balance of
goodwill and exchange differences which were not previously recognised in the consolidated
income statement.
Minority interest is measured at the minorities' share of the post acquisition fair values of the
identifiable assets and liabilities of the acquiree.
(ii)
Associates
Associates are those companies in which the Group has a long term equity interest and where it
exercises significant influence over the financial and operating policies.
Investments in associates are accounted for in the consolidated financial statements by the equity
method of accounting based on the audited or management financial statements of the associates.
Under the equity method of accounting, the Group's share of profits less losses of associates
during the year is included in the consolidated income statement. The Group's interest in
associates is carried in the consolidated balance sheet at cost plus the Group's share of
post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on
acquisition.
Unrealised gains on transactions between the Group and the associates are eliminated to the
extent of the Group's interest in the associates. Unrealised losses are eliminated unless cost
cannot be recovered.
The premium on acquisition represents the difference between the consideration paid for the
shares in the associates and the value of attributable net assets acquired. Premium on acquisition
is not amortised but write-offs are made where in the opinion of the Directors, a permanent
diminution in value has occurred.
(c)
Goodwill
Goodwill represents the excess of the cost of acquisition over the Group's interest in the fair value of the
identifiable assets less liabilities of a subsidiary or associate at the date of acquisition.
Goodwill is stated at cost less accumulated amortisation and impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 2(o). Goodwill arising
on the acquisition of subsidiaries is presented separately in the balance sheet while goodwill arising on
the acquisition of associates is included within the carrying amount of investment in associates.
45
NOTES TO THE FINANCIAL STATEMENTS
2.
31 December 2003
(d)
Investments in subsidiaries and associates
The Company's investments in subsidiaries and associates are stated at cost less impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note 2(o).
On disposal of such investments the differences between net disposal proceeds and their carrying amounts
is charged or credited to the income statement.
Dividend income from investments in subsidiaries and associates is accounted for in the Company's
income statement as and when received.
(e)
Other investments
Other investments are held on a long-term basis. These are shown at cost unless in the opinion of the
directors, there is a permanent diminution in value in which case provision is made for the diminution
in value.
Dividend income arising on these investments is taken to the income statement as and when received.
(f)
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
The policy for the recognition and measurement of impairment losses is in accordance with Note 2(o).
No depreciation is provided on property, plant and equipment until it is put into use.
Long-term leasehold land and capital work-in-progress are not depreciated. Short-term leasehold land
is depreciated over the period of the respective lease terms. Depreciation of other property, plant and
equipment is provided for on a straight-line basis to write off the cost over the estimated useful life at the
following annual rates:
Buildings
Plant, vehicles, furniture, fittings,
equipment and others
-
2% to 4%
-
4% to 50%
Upon the disposal of an item of property, plant and equipment, the difference between the net disposal
proceeds and the carrying amount is recognised in the income statement.
Capital work-in-progress includes all direct expenses. Interest incurred on borrowings relating to workin-progress is capitalised until the property, plant and equipment are ready for their intended use.
(g)
Inventories and work-in-progress
Inventories are stated at the lower of cost and net realisable value.
Raw materials are stated at cost which includes the actual cost of purchase and incidentals in bringing
the raw materials to their present condition and location and are determined on a weighted average
basis. Net realisable value represents the estimated selling price less all estimated costs to completion
and costs to be incurred in marketing, selling and distribution. In arriving at the net realisable value,
due provision is made for obsolete and slow moving items.
Work-in-progress and finished goods include cost of materials, direct labour and an appropriate
proportion of fixed and variable factory overheads.
SARAWAK ENTERPRISE
CORPORATION BERHAD
2.
(h)
Development properties are stated at cost plus attributable profit less progress billings. However, the
book value of the development property in the financial statements includes freehold land which is
stated at valuation when previously held as property, plant and equipment, and development
expenditure which includes borrowing costs incurred directly in the development of these properties.
Accumulation of costs in property development projects do not cease even where the estimated future
revenues realisable are lower than the carrying value of the projects. However, provision is made for
foreseeable losses.
Profit on development properties is recognised on a percentage of completion method on all units that
have been sold. The percentage of completion is determined base on cost incurred to date over total
estimated cost.
(i)
Construction contract
Where the outcome of a construction contract can be estimated reliably, contract revenue and
contract costs are recognised as revenue and expenses respectively by reference to the stage of
completion of the contract activity at the balance sheet date. The stage of completion is measured by
reference to the proportion of contract costs incurred for work performed to date to the estimated total
contract costs.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is
recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs
are recognised as expenses in the period in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is
recognised as an expense immediately.
When costs incurred on construction contracts plus recognised profits (less recognised losses)
exceeds progress billings, the balance is shown as amount due from customers on contracts. When
progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is
shown as amount due to customers on contracts.
(j)
Foreign currencies transactions
Transactions denominated in foreign currencies are recorded in Ringgit Malaysia at the rate of
exchange ruling on the dates of transactions. Assets and liabilities denominated in foreign currency at
the balance sheet date are translated to Ringgit Malaysia at the prevailing rates of exchange on the
balance sheet date. All exchange differences thus arising are dealt with in the income statement.
The principal exchange rates concerned ruling at balance sheets date used are as follows:
1 Australian Dollar
1 United States Dollar
100 Philippine Peso
2003
RM
2002
RM
2.89
3.82
6.95
3.82
7.06
47
2.
31 December 2003
(k)
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the
expected amount of income taxes payable in respect of the taxable profit for the year and is measured
using the tax rates that have been enacted at the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts in the financial
statements. In principle, deferred tax liabilities are recognised for all taxable temporary differences and
deferred tax assets are recognised for all deductible temporary differences, unused tax losses and
unused tax credits to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax
is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial
recognition of an asset or liability in a transaction which is not a business combination and at the time
of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at
the balance sheet date. Deferred tax is recognised in the income statement, except when it arises from
a transaction which is recognised directly in equity, in which case the deferred tax is also charged or
credited directly to equity, or when it arises from a business combination that is an acquisition, in which
case the deferred tax is included in the resulting goodwill or negative goodwill.
Prior to the adoption of MASB 25 Income Taxes on 1 January 2003, deferred tax was provided for using
the liability method in respect of significant timing differences and deferred tax assets were not
recognised unless there was reasonable expectation of their realisation. This change in accounting
policy has been accounted for retrospectively and the effects of this change are disclosed in Note 29.
(l)
Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards
incident to ownership. All other leases are classified as operating leases.
(i)
Finance leases
Assets acquired by way of hire purchase of finance leases are stated at an amount equal to the
lower of their fair values and the present value of the minimum lease payments at the inception of
the leases, less accumulated depreciation and impairment losses. The corresponding liability is
included in the balance sheet as borrowings. In calculating the present value of the minimum
lease payments, the discount factor used is the interest rate implicit in the lease, when it is
practicable to determine; otherwise, the Group's incremental borrowing rate is used.
Lease payments are apportioned between the finance costs and the reduction of the outstanding
liability. Finance costs, which represent the difference between the total leasing commitments
and the fair value of the assets acquired, are recognised as an expense in the income statement
over the term of the relevant lease so as to produce a constant periodic rate of charge on the
remaining balance of the obligations for each accounting period.
The depreciation policy for leased assets is consistent with that for depreciable property, plant and
equipment as described in Note 2(f).
SARAWAK ENTERPRISE
CORPORATION BERHAD
2.
(l)
Leases (cont'd.)
(ii)
Operating leases
Operating lease payments are recognised as an expense in the income statement on a straight-line
basis over the term of the relevant lease.
(m)
Cash and cash equivalents
Cash comprises cash on hand, deposits held at call with banks, bank overdrafts and short-term highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
For the purpose of the Cash Flow Statements, cash and cash equivalents include cash and bank
balances, short-term deposits and bank overdrafts.
(n)
Revenue recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction
will flow to the enterprise and the amount of the revenue can be measured reliably. The following
specific recognition criteria must also be met before revenue is recognised:
(i)
Sales of electricity
Capacity charges and energy payments in relation to the sale of energy are recognised on an
accrual basis.
(ii)
Sale of goods
Income from sales of goods is recognised when the goods are delivered and invoiced.
(iii)
Interest income
Interest income is recognised on an accrual basis.
(iv)
Dividend income
Dividend income is recognised when received.
(v)
Revenue from construction contract is accounted for by the stage of completion method as
described in Note 2(i).
(vi)
Revenue from maintenance charges and rental income
Revenue from maintenance charges and rental income is recognised on an accrual basis.
(vii) Development properties
Revenue from sale of development properties is accounted for by the stage of completion method
in respect of all building units that have been sold. The stage of completion is determined by
reference to the cost incurred to date to the total estimated costs where the outcome of the projects
can be reliably measured.
49
2.
31 December 2003
(o)
Impairment of assets
At each balance sheet date, the Group reviews the carrying amount of its assets to determine whether
there is any indication of impairment. If any such indication exists, impairment is measured by
comparing the carrying values of the assets with their recoverable amounts. Recoverable amount is the
higher of net selling price and value in use, which is measured by reference to discounted future cash
flows.
An impairment loss is recognised as an expense in the income statement immediately, unless the asset
is carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation
decrease to the extent of any unutilised previously recognised revaluation surplus for the same asset.
Reversal of impairment losses recognised in prior years is recorded when the impairment losses
recognised for the asset no longer exist or have decreased.
(p)
Employee benefits
(i)
Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
year in which the associated services are rendered by employees of the Group and of the
Company.
(ii)
Deferred contribution plans
As required by law, the Group makes contribution to the Employees Provident Fund (“EPF”). Such
contributions are recognised as an expense in the income statement as incurred.
(q)
Financial instruments
Financial instruments are recognised in the balance sheet when the Group has become a party to the
contractual provisions of the instrument.
Financial instruments are classified as assets, liabilities or equity in accordance with the substance of
the contractual arrangement. Interest, dividends, gains and losses relating to financial instruments
classified as assets or liabilities are reported as income or expense. Distributions to holders of financial
instruments classified as equity are charged directly to equity. Financial instruments are offset when the
Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the
assets and settle the liabilities simultaneously.
(i)
Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified.
An estimate is made for doubtful debts based on a review of all outstanding amounts as at the
balance sheet date.
(ii)
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.
SARAWAK ENTERPRISE
CORPORATION BERHAD
2.
Significant accounting policies (cont’d.)
(q)
Financial Instruments (cont'd.)
(iii)
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of
transaction costs.
Borrowing costs directly attributable to the acquisition and construction of development
properties and property, plant and equipment are capitalised as part of the cost of those assets,
until such time as the assets are ready for their intended use or sale. All other borrowing costs are
charged to the income statement as an expense in the period in which they are incurred.
(iv)
Equity instruments
Ordinary shares are classified as equity.
The transaction costs of an equity transaction, other than in the context of a business combination,
are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only
those incremental external costs directly attributable to the equity transactions which would
otherwise have been avoided. Cost of issuing equity securities in connection with a business
combination are included in the cost of acquisition.
Dividends on ordinary shares are recognised in the period in which they are declared.
3.
Revenue
Revenue of the Group and of the Company consists of the following:
Group
2003
2002
RM'000
RM'000
Dividend income
Interest income
Sales of electricity
Manufacturing, fabrication, galvanising
and sale of steel structures
Others
4.
Company
2003
2002
RM'000
RM'000
57,615
165
24,248
152,850
307
25,168
142,511
22,665
25,993
-
22,807
26,761
-
28,855
1,327
31,674
1,392
-
-
265,060
201,052
48,658
49,568
Exceptional items
Loss resulting from the Voluntary
Scheme of Arrangement as described
in Note 34 (a)
(Provision)/write-back on provision
for diminution in value of
- quoted shares
- unquoted shares and unquoted irredeemable
convertible loan stocks (a)
-
(15,120)
-
-
-
(2,120)
-
-
(64,900)
(67,000)
18,700
(50,600)
(64,900)
(84,240)
18,700
(50,600)
51
4.
Exceptional items (cont'd.)
(a)
5.
31 December 2003
This represents the total provision for diminution in value of the Group's investments in 1st Silicon
(Malaysia) Sdn. Bhd. (“1st Silicon”) to reflect the Group's notional proportionate share of the write-down
effected by 1st Silicon.
Group
2003
2002
RM'000
RM'000
(a)
Company
2003
2002
RM'000
RM'000
This is stated:
After charging:
Auditors' remuneration
- current year
- under/(over)provision in prior year
Depreciation of property, plant and
equipment
Directors' remuneration
Hire of plant and machinery
Interest expenses
- bank borrowings
- leases
- others
Provision for slow-moving inventories
and inventories obsolecence
Provision for doubtful debts
less provision no longer required
Rental of land and building
Exceptional items (Note 4)
Loss on disposal of property, plant
and equipment
Loss on foreign exchange
- realised
- unrealised
100
1
99
(4)
51
1
50
-
30,962
1,375
33
27,849
1,355
55
366
879
-
311
860
-
357
5
1,019
19,632
691
67
544
21,876
14
4
-
15
-
-
70
-
-
405
1,116
64,900
972
84,240
360
-
303
50,600
10
-
-
-
15
34
2
119
-
-
SARAWAK ENTERPRISE
CORPORATION BERHAD
5.
Profit/(loss) before taxation (cont’d.)
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
After crediting:
Exceptional items (Note 4)
Gain on disposal of property, plant and equipment
Interest income
- subsidiary companies
- fixed deposits
- others
Dividends (gross)
- unquoted associate
- other investments
- unquoted
- quoted
Rental income
Provision for doubtful debt less provision
no longer required
Provision for inventories obsolescence
no longer required
-
2,863
18,700
-
2,844
4,105
22,360
7,001
20,642
3,454
1,924
20,615
1,593
4,553
20,615
-
-
22,500
22,500
165
1,204
125
182
843
165
-
125
182
-
-
164
-
-
140
-
-
-
620
295
43
601
295
52
620
216
43
601
216
43
958
948
879
860
320
97
295
112
-
-
417
407
-
-
1,375
1,355
879
860
Note:
Analysis of directors' remuneration
Directors of the Company
- emoluments
- fees
- benefits-in-kind
Other directors
- emoluments
- fees
53
5.
31 December 2003
Profit/(loss) before taxation (cont’d.)
The number of Directors of the Company whose total remuneration falls within the following categories:
Executive Directors
<RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
RM350,001 - RM400,000
Salary/Fees
Bonus
Allowances
Benefit-in-kind
1
1
2
-
1
1
-
1
-
3
1
-
-
-
Non-executive Directors
<RM50,000
RM50,001 - RM100,000
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
(b) Employee information
Salaries, wages and bonus
Provident fund contributions
Social security organisation contributions
Other staff related expenses
11,011
1,231
105
25
10,745
1,072
99
19
1,542
221
6
4
1,386
171
5
-
Total staff costs (including executive directors)
12,372
11,935
1,773
1,562
2003
2002
2003
2002
449
398
29
24
Number of employees at
the end of the year
6.
Taxation
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
Tax expense for the year:
Malaysian income tax
Real property gains tax
1,568
-
1,913
143
5,962
-
6,217
143
Deferred tax:
Relating to origination and reversal
of temporary differences (Note 28)
(1,274)
8,489
5,773
5,772
Share of taxation of associates
23,366
14,036
-
-
591
-
316
25,172
11,735
12,448
(Over)/underprovided in prior years:
Malaysian income tax
(36)
23,624
SARAWAK ENTERPRISE
CORPORATION BERHAD
6.
Taxation (cont’d.)
Income tax is calculated at the Malaysian statutory tax rate of 28% (2002: 28%) of the estimated assessable
profit for the year.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and of the Company is as follows:
2003
RM'000
2002
RM'000
101,999
37,644
Group
First RM100,000 at tax rate of 20%
Taxation at Malaysian statutory tax rate of 28% (2002: 28%)
Expenses not deductible for tax purposes
Income not subject to tax
Utilisation of previously unrecognised tax losses and
unabsorbed capital allowances
Utilisation of deferred tax asset arising during the year
Deferred tax assets not recognised during the year
Overprovision of taxation in prior years
(25)
28,595
22,346
(7,192)
10,541
30,172
(7,334)
(7,758)
(10,838)
677
(2,181)
-
(6,037)
(229)
415
(2,499)
143
Tax expense for the year
23,624
25,172
63,235
(2,987)
Taxation at Malaysian statutory tax rate of 28% (2002: 28%)
Expenses not deductible for tax purposes
Income not subject to tax
Underprovision of taxation in prior years
17,706
1,156
(7,127)
-
(836)
15,535
(2,710)
316
143
Tax expense for the year
11,735
12,448
Company
55
6.
31 December 2003
Taxation (cont’d.)
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
Tax losses are analysed as follows:
Tax savings recognised during the year arising from:
Utilisation of tax losses brought forward
from previous years
Unutilised tax losses carried forward
1,503
670
-
-
13,670
18,864
3,351
3,351
570
-
-
-
131,635
129,424
294
294
8,297
3,380
-
-
458,690
181,000
-
-
Unabsorbed capital allowances are
analysed as follows:
Tax savings recognised during the year arising from:
Utilisation of unabsorbed capital
allowances brought forward from
previous years
Unabsorbed capital allowances carried forward
Unutilised reinvestment allowances carried forward
Unutilised investment allowances carried forward
As at 31 December 2003, the deferred tax assets are not recognised as the availability of future taxable profit
(against which the unutilised tax losses, unabsorbed capital allowances, reinvestment allowances and
investment allowances may be absorbed) cannot be determined with certainty.
During the year, a subsidiary of the Group has been granted an investment incentive (Investment Allowance)
following the approval of the Approved Service Project Status under Schedule 7B of the Income Tax Act,
1967.
7.
Earnings per share - basic
Basic earnings per share of RM1 each is calculated based on the consolidated profit attributable to
shareholders of the Company of RM68,313,862 (2002: RM8,171,179) on 1,170,273,425 ordinary shares
(2002: 1,170,273,425) in issue during the year.
SARAWAK ENTERPRISE
CORPORATION BERHAD
8.
Dividend
Group and Company
2003
2002
RM'000
RM'000
Proposed final dividend
of 1.5 sen (2002: 1.5 sen) per share
less tax at 28%
12,639
12,639
At the forthcoming Annual General Meeting, a final dividend in respect of the current financial year ended 31
December 2003, of 1.5 sen less 28% taxation on 1,170,273,425 ordinary shares, amounting to a total
dividend of RM12,638,953 (1.08 sen net per share) will be proposed for shareholders' approval. The financial
statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by
the shareholders, will be accounted for in shareholders' equity as an appropriation of retained profits in the
next financial year ending 31 December 2004.
9.
Property, plant and equipment
Group
Leasehold
land
RM’000
Plants, vehicles,
furniture,
fittings,
equipment
Capital
and
work-inBuildings
others
progress
RM’000
RM’000
RM’000
Total
RM’000
657,194
7,444
(31)
-
Cost
At 1 January 2003
Additions
Disposals
Transfer
36,382
2,298
-
131,601
315
-
482,194
4,690
(31)
7,017
7,017
141
(7,017)
At 31 December 2003
38,680
131,916
493,870
141
664,607
Depreciation charge for 2002
335
3,586
23,928
-
27,849
At 1 January 2003
Depreciation charge for the year
Disposals
901
335
-
17,578
3,593
-
103,974
27,034
(19)
-
122,453
30,962
(19)
1,236
21,171
130,989
-
153,396
At 31 December 2003
37,444
110,745
362,881
141
511,211
At 31 December 2002
35,481
114,023
378,220
7,017
534,741
Accumulated Depreciation
At 31 December 2003
Net book value
57
9.
31 December 2003
Property, plant and equipment (cont'd.)
Long
leasehold
land
RM'000
Plants, vehicles,
furniture,
fittings,
equipment
and others
RM'000
Total
RM'000
Company
Cost
At 1 January 2003
Additions
17,386
2,298
2,439
87
19,825
2,385
At 31 December 2003
19,684
2,526
22,210
Depreciation charge for 2002
-
311
311
At 1 January 2003
-
707
707
Depreciation charge for the year
-
366
366
At 31 December 2003
-
1,073
1,073
At 31 December 2003
19,684
1,453
21,137
At 31 December 2002
17,386
1,732
19,118
Accumulated Depreciation
Net book value
Analysis of leasehold land
Group
Cost
Long-term leasehold land
Short-term leasehold land
2003
RM'000
2002
RM'000
33,628
5,052
31,330
5,052
38,680
36,382
SARAWAK ENTERPRISE
CORPORATION BERHAD
10.
Investment in subsidiaries
Company
2003
2002
RM'000
RM'000
Unquoted shares, at cost
Less: Accumulated impairment losses
224,991
(81,650)
224,991
(81,650)
143,341
143,341
Details of the subsidiaries, all of which are incorporated in Malaysia, are shown below:
Name of Subsidiaries
Equity interest
2003
2002
%
%
Direct subsidiaries of the Company:
Sarawak Power Generation Sdn. Bhd.
Sejingkat Power Corporation Sdn. Bhd.
Sarwaja Timur Sdn. Bhd.
Jayalah Cemerlang Realty Sdn. Bhd.
Dasar Untung Sdn. Bhd.
Dunlop Agro-Management Sdn. Bhd.
Dunlop Estates Holdings Sdn. Bhd.
Dunlop Properties Sdn. Bhd.
Sarawak Power Services Sdn. Bhd.
Power generation
Power generation
Manufacture, fabrication,
galvanising and sale of
steel structures
Construction contract,
property holding and
development
Investment holding
Investment holding
Investment holding
Investment holding
Dormant
100.00
50.82
100.00
50.82
77.71
77.71
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Dormant
60.00
60.00
Dormant
100.00
100.00
99.90
-
Subsidiary of Sarwaja Timur Sdn. Bhd.:
Sarwaja Engineering &
Construction Sdn. Bhd.
Undertake engineering
and construction projects
Subsidiary of Sarwaja Engineering & Construction Sdn. Bhd.:
Naungan Pertiwi Sdn. Bhd.
Subsidiary of Dunlop Properties Sdn. Bhd.:
Intrafix Sdn. Bhd.
Subsidiary of Jayalah Cemerlang Realty Sdn. Bhd.:
Navosoft Sdn. Bhd.
Computer software development
59
11.
31 December 2003
Group
Quoted shares in Malaysia
- At cost
Share of post-acquisition reserves
Unquoted shares in Malaysia
- At cost
Share of post-acquisition reserves
Market value of quoted shares
Company
2003
2002
RM'000
RM'000
2003
RM'000
2002
RM'000
90,900
1,361
-
-
-
92,261
-
-
-
1,407,740
230,052
1,494,755
165,735
1,403,835
-
1,403,835
-
1,637,792
1,660,490
1,403,835
1,403,835
1,730,053
1,660,490
1,403,835
1,403,835
56,935
-
-
-
The Group's interest in the associates is analysed as follows:Group
2003
RM'000
2002
RM'000
Quoted shares
Share of net assets
Discount on acquisition
105,788
(13,527)
-
92,261
-
818,399
819,393
841,097
819,393
1,637,792
1,660,490
1,730,053
1,660,490
Unquoted shares
Share of net assets
Premium on acquisition
SARAWAK ENTERPRISE
CORPORATION BERHAD
11.
Investment in associates (cont'd.)
Details of the associates, all of which are incorporated in Malaysia, are shown below:
Name of Associates
Equity interest
2003
2002
%
%
Associates of the Company:
Sarawak Electricity Supply
Corporation
+
Dectra Sdn. Bhd.
Generation, transmission,
distribution and sale of
electricity
45.00
45.00
Provision, integration and
maintenance of control
instrumentation and
SCADA systems
26.24
26.24
Investment holding,
construction,
manufacturing and
trading of plastic
packaging products
26.40
26.40
20.00
20.00
-
50.00
30.00
-
Associate of Dasar Untung Sdn. Bhd.:
Encorp Berhad
Associate of Sejingkat Power Corporation Sdn. Bhd.:
+
Gobel Industry Sdn. Bhd.
Coal mining, sales of coal,
and provision of
transportation, manpower
supply and machinery
services
Associate of Jayalah Cemerlang Realty Sdn. Bhd.:
Navosoft Sdn. Bhd.
Dormant
Associate of Dunlop Properties Sdn. Bhd.:
+
Integrated Circuit Design Services
Sdn. Bhd.
Provision of integrated
circuit design services,
intellectual property
licensing and operation
support
All the companies are audited by Ernst & Young, Malaysia except for those marked + which are audited by other firms.
61
12.
31 December 2003
Other investments
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
At cost:
- Quoted shares and warrants of
corporations in Malaysia
- shares
- loan stocks and warrants
68,270
1
68,270
1
3,870
-
3,870
-
68,271
68,271
3,870
3,870
(65,293)
(65,293)
(1,183)
(1,183)
2,978
2,978
2,687
2,687
- Unquoted shares of corporations
115,741
115,741
15,740
15,740
- Unquoted irredeemable
convertible unsecured
loan stocks
589,060
589,060
589,060
589,060
Less: Provision for diminution in value
(131,900)
(67,000)
(31,900)
(50,600)
572,901
637,801
572,900
554,200
575,879
640,779
575,587
556,887
5,433
-
4,054
1
4,592
-
3,774
-
5,433
4,055
4,592
3,774
Less: Provision for diminution in value
Total
At market value:
- Quoted shares and warrants
of corporations in Malaysia
- shares
- loan stocks and warrants
The investment in unquoted shares includes the investment by a subsidiary company in 100,000,000
ordinary shares of RM1 each in 1st Silicon (Malaysia) Sdn. Bhd., a company engaged in the production of
semiconductor fabricated wafers.
The investment in unquoted irredeemable convertible unsecured loan stocks represents the subscription by
the Company for RM589,000,000 nominal amount of 3.5% irredeemable convertible unsecured loan stocks
2001/2011 issued by 1st Silicon (Malaysia) Sdn. Bhd. on 19 January 2001.
The Directors are of the opinion that a provision of RM197.2 million (2002: RM132.3 million) for the Group
is adequate to take into account the extent of a permanent diminution in value which may have arisen in
respect of the investments.
SARAWAK ENTERPRISE
CORPORATION BERHAD
13.
Amounts due from/(to) subsidiary companies
Company
2003
2002
RM'000
RM'000
Interest-free loan to a subsidiary company
98,469
98,469
- interest-bearing
- interest-free
57,584
306,261
34,994
297,952
Less: Provision for doubtful debts
363,845
(86,000)
332,946
(86,000)
277,845
246,946
(374,204)
(343,800)
Amounts due after 1 year
Amounts due within 1 year
Amounts due to subsidiary companies
- interest-free
2,110
1,615
(31,081)
(31,096)
The amounts due from/(to) subsidiary companies are unsecured and have no fixed terms of repayment.
Interest is charged on the interest-bearing portion of amounts due from subsidiary companies at rates ranging
from 4.5% to 8.0% (2002: 4.5% to 8.0%) per annum.
14.
Group
Arising from acquisition of subsidiaries, at cost
15.
2003
RM'000
2002
RM'000
15,539
15,539
Inventories
Group
At cost:
Finished goods
Raw materials
Work-in-progress
Inventories in transit
Less: Provision for slow-moving inventories
and inventories obsolescence
2003
RM'000
2002
RM'000
867
21,299
1,673
207
1,778
20,157
2,375
-
24,046
24,310
(185)
23,861
(325)
23,985
63
16.
31 December 2003
Group
Freehold land, at valuation
Development expenditure
Attributable profits recognised
Less: Progress billings
17.
2003
RM'000
2002
RM'000
5,372
133,128
16,663
5,372
154,470
16,663
155,163
176,505
(50,603)
(50,603)
104,560
125,902
Deferred charges
This represented expenses incurred for the purpose of developing a software to be sold to a company.
18.
Trade receivables
Group
2003
RM'000
Trade receivables
Less: Provision for doubtful debts
2002
RM'000
65,884
(2,476)
9,345
(2,071)
63,408
7,274
17,316
5,761
17,285
23,046
7,274
-
63,408
7,274
17,316
46,092
7,274
-
63,408
7,274
Represented by:
Not later than 1 year
Later than 1 year and not later than 2 years
Later than 2 years and not later than 5 years
Later than 5 years
Analysed as:
Due within 12 months
Due after 12 months
The Group's normal trade credit term ranges from 14 days to 60 days (2002: 14 days to 60 days). Other credit
terms are assessed and approved on a case-by-case basis.
Included in trade receivables of the Group is an amount due from the Sarawak State Government of
RM57,615,580 (2002: Nil) which is receivable over a period of ten years and yields interest at a rate of 8.9%
per annum.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to
groups of debtors.
SARAWAK ENTERPRISE
CORPORATION BERHAD
19.
Other receivables
Group
2003
2002
RM'000
RM'000
Deposits
Prepayments
Sundry receivables
Current tax assets
Less: Amount receivables after 12 months (a)
Company
2003
2002
RM'000
RM'000
276
636
66,918
1,416
273
572
45,687
1,572
111
62,196
1,409
95
4
42,188
1,565
69,246
48,104
63,716
43,852
(62,014)
(41,399)
(62,014)
(41,399)
7,232
6,705
1,702
2,453
(a) This represents the interest receivable on investment in 1st Silicon (Malaysia) Sdn. Bhd. irredeemable
convertible unsecured loan stocks (“ICULS”). The issuer of the ICULS had opted to defer payment of
interest due pursuant to the provisions of the subscription agreement.
20.
Short-term deposits
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
Deposits placed with:
- a licensed bank related to a substantial
shareholder of the Company
- merchant banks
- other licensed banks
- a licensed finance company
- discount houses
11,838
76,536
8,725
4,220
54,992
4,373
52,798
11,322
1,966
11,838
25,404
7,725
4,220
52,773
4,123
8,097
10,322
1,966
101,319
125,451
49,187
77,281
Included in deposits placed with other licensed banks are amounts pledged as security for the following:
Group
2003
2002
RM'000
RM'000
Bank guarantee facilities
Islamic debt securities
441
28,769
676
29,859
29,210
30,535
The average effective interest rates and the average maturity of deposits at balance sheet date range from
2.62% to 3.70% (2002: 2.50% to 3.59%) per annum and 30 days to 365 days (2002: 14 days to 365 days)
respectively.
65
21.
31 December 2003
Trade payables
The normal trade credit term granted to the Group ranges from 14 days to 90 days.
22.
Other payables
Group
2003
2002
RM'000
RM'000
Other payables
Accruals
Dividend payables
23.
Company
2003
2002
RM'000
RM'000
2,461
4,935
19
4,253
8,008
533
12
744
19
50
1,809
533
7,415
12,794
775
2,392
Short-term borrowings
Group
2003
2002
RM'000
RM'000
Bills payable - unsecured
Bank overdrafts - secured
Current portion of long-term loans - secured (Note 28 (i))
Current portion of Islamic debt securities (Note 28 (ii))
1,760
7
506
47,000
5,993
1,519
45,000
49,273
52,512
The bank overdrafts and term loans are secured by way of a first fixed charge over the land and buildings and
by way of a debenture covering a first fixed and floating charge over the entire assets of a subsidiary company.
During the year, the subsidiary company has fully settled two of the term loans.
The bank overdrafts and bills payable bear interest at rates of 0.75% to 1% (2002: 0.75% to 1%) per annum
above the bankers' base lending rates. The term loan bears interest at a fixed rate of 7% per annum.
The amount pledged on the assets of the Group as securities for the bank overdrafts and term loans is RM57.4
million (2002: RM62.9 million).
24.
Finance lease payables
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
Lease payments:
Due within 1 year
Future finance charges on finance leases
-
145
(5)
-
108
(4)
-
140
-
104
-
140
-
104
Representing lease liabilities:
Current
The lease liabilities bore interest of between 4.95% to 7.00% per annum.
SARAWAK ENTERPRISE
CORPORATION BERHAD
25.
Loans from an associate
Group
2003
2002
RM'000
RM'000
Due within 1 year
Due after 1 year (Note 28)
4,200
13,500
1,200
11,200
17,700
12,400
The loans from an associate are unsecured and bear interest rate of 6.0% per annum.
One of the loans is repayable semi-annually up to a maximum tenure of 5 years with effect from 14 March
2002. The other loans is repayable semi-annually after the final drawdown up to a maximum tenure of 7
years.
26.
Share capital
Group and Company
2003
2002
RM'000
RM'000
Authorised:
1,500,000,000 (2002: 1,500,000,000) ordinary
shares of RM1 each
1,500,000 1,500,000
Issued and fully paid:
1,170,273,425 (2002: 1,170,273,425) ordinary
shares of RM1 each
27.
1,170,273 1,170,273
Reserves
Non-distributable:
Share premium
Capital reserves
Capital redemption reserve
Distributable:
General reserves
Retained profits
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
844,505
311,329
17,639
844,505
233,464
17,639
844,505
123,000
17,639
844,505
123,000
17,639
1,173,473 1,095,608
985,144
985,144
62,290
438,753
56,984
466,249
5,000
425,244
5,000
386,383
501,043
523,233
430,244
391,383
1,674,516 1,618,841
1,415,388 1,376,527
Movements in reserves are shown in the Statements of Changes in Equity.
Note:
(i) The Company has estimated tax credits balance of RM64.7 million as at 31 December 2003 (2002:
RM68.4 million), subject to agreement by the tax authorities.
(ii) The Company has a tax exempt account balance of RM92.3 million (2002: RM85.6 million) available for
distribution as tax exempt dividends.
67
28.
31 December 2003
Deferred and long-term liabilities
Group
2003
2002
RM'000
RM'000
Long term loans - secured (i)
Islamic debt securities (ii)
Deferred taxation (iii)
Loans from an associate (Note 25)
(i)
Company
2003
2002
RM'000
RM'000
49
188,000
17,317
13,500
5,749
235,000
18,591
11,200
17,317
-
11,544
-
218,866
270,540
17,317
11,544
Long-term loans - secured
Group
2003
RM'000
2002
RM'000
506
1,519
Between 1 and 2 years
After 5 years
49
-
1,519
1,519
2,711
Amount due after 1 year
49
5,749
555
7,268
Amount due within 1 year (Note 23)
(ii) Islamic debt securities
This represents Al-Bai Bithaman Ajil Islamic Debt Securities (“BaIDS”) of nominal amounts of
RM160,000,000 and RM195,000,000 respectively issued on 15 December 2000 by two subsidiaries of
the Group to a licensed bank, the primary subscriber. Each issue is secured by a security trust deed, a
charge in escrow over certain landed property or assignment of certain lease, as applicable, a first legal
charge over designated accounts of the subsidiary and assignment of rights, titles and interests of the
monies standing to the credit of these accounts, assignment of rights over specified licence, agreements
and insurances, and a deed of debenture creating a first fixed and floating charge over present and future
assets of the subsidiary.
The amount charged on the assets of the Group as security for the BaIDS in issue is RM539.6 million
(2002: RM555.9 million).
The BaIDS are redeemable annually in stages over 6 and 9 years respectively commencing 12 months
from the issue date. Profit is payable on the nominal amounts of the BaIDS in tranches at rates of 4.5% to
7.2% per annum and 4.5% to 8.25% per annum respectively.
SARAWAK ENTERPRISE
CORPORATION BERHAD
28.
Deferred and long-term liabilities (cont’d.)
(ii) Islamic debt securities (cont’d.)
The BaIDS are redeemable as follows:
Group
2003
RM'000
2002
RM'000
47,000
45,000
After 5 years
52,000
106,000
30,000
47,000
132,000
56,000
Redeemable after 1 year
188,000
235,000
235,000
280,000
Redeemable within 1 year (Note 23)
(iii) Deferred tax liability
Group
2003
2002
RM'000
RM'000
Company
2003
2002
RM'000
RM'000
At 1 January
Recognised in the income statement (Note 6)
18,591
(1,274)
10,102
8,489
11,544
5,773
5,772
5,772
At 31 December
17,317
18,591
17,317
11,544
The components and movements of deferred tax liabilities during the financial year are as follows:
Deferred tax arising from
Interest
receivable
RM'000
Accelerated
capital
allowances
RM'000
Total
RM'000
At 1 January
Recognised in the income statement
11,544
5,773
7,047
(7,047)
18,591
(1,274)
At 31 December
17,317
-
17,317
At 1 January
Recognised in the income statement
11,544
5,773
-
11,544
5,773
At 31 December
17,317
-
17,317
Group
Company
69
29.
31 December 2003
Changes in accounting policies and prior year adjustment
During the financial year, the Group and the Company applied three new MASB Standards, namely MASB 25
Income Taxes, MASB 27 Borrowing Costs and MASB 29 Employee Benefits which became effective from 1
January 2003, and accordingly modified certain accounting policies. The application of the new standards
have not resulted in any prior year adjustments except for MASB 25 with respect to an associate's provision
for deferred tax liability.
The change in accounting policy by the associate has been applied retrospectively and the Group's reserves
and comparatives have been restated. The effects of the change in accounting policy are as follows:
Group
2003
RM'000
2002
RM'000
At 1 January, as previously stated
Share of taxation of associates
385,446
(151,982)
237,254
(150,105)
At 1 January, restated
233,464
87,149
Effects on reserves:
Comparative amount for the Group as at 31 December 2002 has been restated as follows:
Previously
stated
Adjustment
Restated
1,812,472
(151,982)
1,660,490
Group
30.
Capital commitments
Group
31.
2003
RM'000
2002
RM'000
Capital expenditure approved by the Board:
- contracted for
43
25,453
Analysed as follows:
- property, plant and equipment
- development expenditure
43
-
214
25,239
43
25,453
Controlling shareholder
The Directors regard the State Financial Secretary, Sarawak, a statutory corporation established under the
State Financial Secretary (Incorporation) Ordinance of Sarawak, as the controlling shareholder of the
Company.
SARAWAK ENTERPRISE
CORPORATION BERHAD
32.
Segmental reporting
Short and
long term
Property
investment development
RM’000
RM’000
Power
generation
RM’000
Manufacturing
RM’000
Total
RM’000
31.12.2003
Revenue
Total sales
22,704
60,651
152,850
28,855
265,060
18,503
(18)
107,134
(64,900)
7,590
-
52,137
(19,917)
-
2,633
(1,163)
-
80,863
(21,098)
107,134
(64,900)
60,719
7,590
32,220
1,470
101,999
Income taxes
(30,697)
-
7,083
Profit after taxation
30,022
7,590
39,303
-
-
30,022
7,590
29,481
1,221
68,314
Segment assets
Associated company
Other investment
Current tax assets
137,738
1,730,034
575,879
15,539
1,416
166,631
-
528,953
10,613
-
54,741
3,013
-
888,063
1,743,660
575,879
15,539
1,416
Total assets
2,460,606
166,631
539,566
57,754
3,224,557
Results
Segment operating profit
Finance costs
Share of associates’ result
Exceptional items
Minority interest
Profit attributable to shareholders
(9,822)
(10)
1,460
(239)
(23,624)
78,375
(10,061)
Other information
71
32.
31 December 2003
Segmental reporting (cont'd.)
Short and
long term
Property
RM’000
RM’000
Power
generation
RM’000
Manufacturing
RM’000
Total
RM’000
Other information (cont'd.)
Segment liabilities
Associated company
Bank borrowings
Current tax liabilities
Deferred tax liability
805
17,317
5,412
1
-
10,615
4,200
235,000
143
-
5,492
13,500
2,322
1
-
22,324
17,700
237,322
145
17,317
Total liabilities
18,122
5,413
249,958
21,315
294,808
421
125
28,055
2,361
30,962
25,475
1,392
142,511
31,674
201,052
Depreciation
31.12.2002
Revenue
Total sales
Results
Segment operating profit
Finance costs
Share of associates’ result
Exceptional items
23,562
(14)
66,701
(84,240)
(793)
-
51,101
(22,159)
-
4,627
(1,141)
-
78,497
(23,314)
66,701
(84,240)
Income taxes
6,009
(22,090)
(793)
(279)
28,942
(2,717)
3,486
(86)
37,644
(25,172)
Profit/(loss) after taxation
Minority interest
(16,081)
-
(1,072)
-
26,225
(3,657)
3,400
(643)
12,472
(4,300)
Profit/(loss) attributable
to shareholders
(16,081)
(1,072)
22,568
2,757
8,172
SARAWAK ENTERPRISE
CORPORATION BERHAD
32.
Segmental reporting (cont'd.)
Short and
long term
Property
RM’000
RM’000
Power
generation
RM’000
Manufacturing
RM’000
Total
RM’000
Other information
Segment assets
Associated company
Other investment
Current tax assets
128,580
1,672,726
640,779
15,539
1,572
130,229
-
555,840
20
-
63,946
-
878,595
1,672,746
640,779
15,539
1,572
Total assets
2,459,196
130,229
555,860
63,946
3,209,231
Segment liabilities
Associated company
Bank borrowings
Current tax liabilities
Deferred tax liability
986
3
11,544
1,300
7
-
11,454
5,400
280,000
179
7,047
6,752
7,000
13,260
86
-
20,492
12,400
293,260
275
18,591
Total liabilities
12,533
1,307
304,080
27,098
345,018
318
108
25,228
2,195
27,849
Depreciation
Notes:
(i)
The Group's investments in associates are principally in Sarawak Electricity Supply Corporation, whose
principal activities are generation, transmission, distribution and sale of electricity, and in Encorp Berhad,
whose principal activities are investment holding, construction, manufacturing and trading of plastic
packaging products.
(ii)
The Group operates principally within Malaysia and accordingly, no geographical segment information
is prepared.
(iii) The inter-segment transactions were carried out on the terms and conditions obtainable in transactions
with unrelated parties unless otherwise stated.
73
33.
31 December 2003
Significant related party transactions
Group
2003
2002
RM'000
RM'000
Sales to an associate
Sales to companies in which an
associate has significant influence
Interest income earned from
subsidiary companies
Interest income from fixed deposits
placed with a licensed bank related
to a substantial shareholder of the Company
Interest income earned from a
company in which the Company has
a substantial interest
Construction revenue from the
Sarawak State Government
Interest charged to the Sarawak State Government
Services received from an associate
Purchases from an associate
Purchases from a company in which
an associate has significant influence
Rental paid to an associate
Interest charged by an associate
Insurance charged by an associate shareholder
(168,303) (155,249)
(1,308)
-
-
Company
2003
2002
RM'000
RM'000
-
-
-
-
(3,454)
(1,593)
(1,032)
(2,942)
(972)
(2,871)
(20,615)
(20,615)
(20,615)
(20,615)
(57,616)
(1,709)
11,364
226
11,735
1,030
-
-
286
500
544
553
98
100
2,254
500
1,019
3,387
The above transactions were entered into in the normal course of business and were transacted on normal
commercial terms.
34.
Significant events
(a)
Investment in Encorp Berhad
(i)
Pursuant to a Voluntary Scheme of Arrangement (“the Scheme”) between Great Wall Plastic
Industries Berhad (“GWPI”) and its shareholders involving Encorp Berhad (“Encorp”) under
Section 176 of the Companies Act, 1965 which was approved by the shareholders of GWPI at
the Court Convened Meeting and Extraordinary General Meeting of GWPI held on 23 September
2002, the existing ordinary shares of RM1.00 each in GWPI (“GWPI shares”) were exchanged for
new ordinary shares of RM1.00 each in Encorp (“Encorp shares”) on the basis of one (1) new
Encorp share for every one (1) existing GWPI share after the Bonus Issue by Encorp of 67,975,833
new Encorp shares on the basis of nine (9) new Encorp shares for every ten (10) existing Encorp
shares held, credited as fully paid-up (“Bonus Issue”).
Upon completion of the Scheme and the Bonus Issue by Encorp, the percentage of shares held in
Encorp by Dasar Untung Sdn. Bhd. (“DUSB”), a wholly-owned subsidiary of Sarawak Enterprise
Corporation Berhad, was reduced to 10.74% (before full exercise of outstanding ESOS Options)
and 10.37% (after full exercise of outstanding ESOS Options) from its original shareholding of
30% in GWPI.
This transaction had been completed on 9 December 2002. The effect of this transaction was that
the Group had recorded an exceptional loss of RM15.1 million in the last financial year.
The listing status of Great Wall Plastic Industries Berhad was transferred to Encorp Berhad with
effect from 11 February 2003 pursuant to the Scheme of Arrangement as described above.
SARAWAK ENTERPRISE
CORPORATION BERHAD
34.
Significant events (cont’d.)
(a)
Investment in Encorp Berhad (cont’d.)
(ii)
Subsequent to the transaction as mentioned in (i) above, DUSB had acquired an additional 35
million ordinary shares of RM1.00 each in Encorp for a total cash consideration of RM52.5
million or RM1.50 per share.
With the aforesaid acquisition, DUSB's shareholding in Encorp had been increased to
26.4% comprising 59,000,000 ordinary shares of RM1.00 each in Encorp.
The aforesaid acquisition, was approved by the Foreign Investment Committee (“FIC”) on 8
November 2003.
(b)
Investment in Integrated Circuit Design Services Sdn. Bhd.
On 16 September 2003, Dunlop Properties Sdn. Bhd. (“DPSB”), a wholly-owned subsidiary of Sarawak
Enterprise Corporation Berhad (“SECB”), entered into a joint venture agreement with Hualon
Microelectronics Corporation, Taiwan and 1st Silicon (Malaysia) Sdn. Bhd. to engage in the business of
integrated circuit design services, intellectual property licensing and operation support (“the Business”).
A joint venture company namely, Integrated Circuit Design Services Sdn. Bhd. (“ICDS”) was
incorporated to undertake the Business. DPSB holds 30% equity interest in ICDS comprising of 3,885,545
ordinary shares of RM1.00 each.
35.
Financial Instruments
(a)
Financial risk management objectives and policies
The Group's financial risk management policy seeks to ensure that adequate financial resources are
available for the development of the Group's businesses whilst managing its interest rate, foreign
exchange, liquidity and credit risks.
(b)
Interest rate risk
The Group's primary interest rate risk relates to interest-bearing assets and debts. The investment in
financial assets are not held for speculative purposes but have been mostly placed in fixed deposits or
occasionally, in loan stocks which yield better returns than cash at bank.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate
borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding
period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest
rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are
disclosed in their respective notes.
(c)
Foreign exchange risk
The Group is exposed to various currencies mainly Australian Dollar, United States Dollar and
Philippine Peso.
Foreign exchange exposures are kept to an acceptable level.
75
35.
31 December 2003
Financial Instruments (cont’d.)
(d)
Liquidity risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of
funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall
prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible
investments to meet its working capital requirements. In addition, the Group strives to maintain
available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group
raises committed funding from both capital markets and financial institutions and prudently balances its
portfolio with some short term funding so as to achieve overall cost effectiveness.
(e)
Credit risk
Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals,
limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the
Group's associations to business partners with high creditworthiness. Trade receivables are monitored
on an ongoing basis via Group management reporting procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor does
it have any major concentration of credit risk related to any financial instruments.
(f)
Fair values
The fair values of the financial instruments are the amount at which the instruments could be exchanged
in a current transaction between willing parties, other than in a forced sale.
The carrying amounts of the financial assets and liabilities such as trade and other receivables, fixed
deposits, cash at bank, amount due to bankers, trade and other payables approximate their fair value
due to their relatively short term maturity.
The carrying amounts of other investments are stated at cost less provision for diminution in value. The
fair values of these investments are expected to be at or above their carrying amounts.
36.
Comparative figures
The presentation and classification of items in the current year financial statements have been consistent with
the previous financial year except that certain comparative amounts have been adjusted as a result of changes
in accounting policies as disclosed in Note 2 and Note 29.
SARAWAK ENTERPRISE
CORPORATION BERHAD
LIST OF PROPERTIES as at 31 December 2003
/ Senarai Hartanah pada 31 Disember 2003
Description and Location
Date of
Acquisition/
Revaluation
of Land
Tenure
Land
Area
Approximate
Age of
Building
Net
Book Value
RM’000
1. Land* with a 30-storey
office tower PTB 19155
No. 5, Jalan Bukit
Meldrum Tanjong Puteri
80300 Johor Bahru
September 1991
Freehold
Land 1.3 acres.
Remaining
saleable/
lettable area
of about
203,872 sq ft
5 years
104,560
2. Commercial land for
development at Lot 4563,
4564, 4568, 4569, 4572 to
4578 (11 parcels)
Block 18, Salak Land
District, Medan Niaga,
Petra Jaya, Kuching
June 1997
Leasehold
land
45,198
sq metres
N/A
19,684
3. Land built with a steel
fabrication & galvanizing
plant Lot 342, MTLD
Jalan Kampung Sejingkat
Off Jalan Bako 93050
Kuching
May 1996
Leasehold
land expiring
in 2049
17.8 acres
7 years
19,511
January 1996
Leasehold
land expiring
in 2061
126.1
hectares
6 years
93,051
4. Land built with power
station at Block 5,
Lot 885, MTLD
Kampung Goebilt,
Kuching
* The land on which the 30-storey office tower stands was revalued in 1983 by a company which subsequently
became a wholly-owned subsidiary of the Company in 1991. Other than the above, the Group has not revalued
any of its landed properties.
77
ANALYSIS OF SHAREHOLDINGS as at 26 April 2004
/ Analisa Pegangan Saham pada 26 April 2004
Class of Share
:
Ordinary Share of RM1.00 each
Voting Right
:
1 vote per share
No. of
Holders
% of
Holders
No. of
Shares
% of
Share
30
0.17
1,021,414,391
87.28
191
5,010
9,831
2,015
202
2
1.11
29.04
56.99
11.68
1.17
0.01
8,955
4,810,241
42,000,215
53,873,644
382,406,457
687,173,913
0.00
0.41
3.59
4.60
32.68
58.72
Total
17,251
100.00
1,170,273,425
100.00
LOCATION OF SHAREHOLDERS
Malaysia
Singapore
Foreign
13,204
455
3,592
76.54
2.64
20.82
1,050,415,043
5,143,378
114,715,004
89.76
0.44
9.80
Total
17,251
100.00
1,170,273,425
100.00
CATEGORY OF SHAREHOLDERS
Bumiputra individuals
Chinese individuals
Other individuals
Nominee Companies
M'sian Corporate/Government Agencies/ Inst.
Singaporeans
Foreigners
266
10,713
352
1,651
222
455
3,592
1.54
62.10
2.04
9.57
1.29
2.64
20.82
1,754,722
80,879,234
1,283,267
249,625,655
716,872,165
5,143,378
114,715,004
0.15
6.91
0.11
21.33
61.26
0.44
9.80
Total
17,251
100.00
1,170,273,425
100.00
LARGEST SHAREHOLDERS
SIZE OF HOLDINGS
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - Less than 5% of issued shares
5% and above of issued shares
SARAWAK ENTERPRISE
CORPORATION BERHAD
SUBSTANTIAL SHAREHOLDERS as at 26 April 2004
/ Pemegang-Pemegang Saham Utama pada 26 April 2004
Substantial Shareholders
Direct
Indirect
No. of Shares
%
No. of Shares
%
State Financial Secretary, Sarawak
612,173,913
52.31
-
-
Multi-Purpose Holdings Berhad
229,504,792
19.61
59,596,000 (a)
5.09
Quantum Aspects Sdn Bhd
-
-
289,100,792 (b)
24.70
Dynamic Icon Sdn Bhd
-
-
289,100,792 (c)
24.70
Dimensi Nada Sdn Bhd
-
-
289,100,792 (c)
24.70
Lim Tiong Chin
-
-
289,100,792 (c)
24.70
Dato' Surin Upatkoon
-
-
289,100,792 (d)
24.70
(d)
24.70
Tham Ka Hon
-
-
289,100,792
Goh Thian Joe
-
-
289,100,792 (e)
24.70
(e)
24.70
Lim Bian Yong
-
-
289,100,792
Tan Heng Kok
-
-
289,100,792 (e)
24.70
110,000,000
9.40
-
-
Datuk Lim Thian Kiat
(a)
Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through subsidiary
companies of Multi-Purpose Holdings Berhad ("MPHB"), and Magnum Corporation Berhad, an
associated company of MPHB.
(b)
Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Multi-Purpose
Holdings Berhad.
(c)
Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Quantum
Aspects Sdn Bhd ("QASB").
(d)
Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Dynamic Icon
Sdn Bhd.
(e)
Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Dimensi Nada
Sdn Bhd.
DIRECTORS’ SHAREHOLDINGS as at 26 April 2004
/ PEGANGAN SAHAM PARA PENGARAH pada 26 April 2004
As per the Register of Directors’ Shareholdings, none of the Directors of the Company has any interest in shares,
direct or indirect, in the Company or its related corporations.
79
LIST OF THIRTY LARGEST SHAREHOLDERS as at 26 April 2004
/ Senarai Tiga Puluh Pemegang Saham Terbesar pada 26 April 2004
NAME
SHAREHOLDING
PERCENTAGE
612,173,913
52.31
MAYBAN NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR
MULTI-PURPOSE HOLDINGS BHD (N8888894174J)
75,000,000
6.41
SOUTHERN NOMINEES (TEMPATAN) SDN BHD
MULTI-PURPOSE HOLDINGS BERHAD (DYNAMIC PEARL)
56,000,000
4.79
ALLIANCEGROUP NOMINEES (TEMPATAN) SDN BHD
BAYERISCHE LANDESBANK LABUAN FOR
MULTI-PURPOSE HOLDINGS BERHAD
48,000,000
4.10
MULTI-PURPOSE HOLDINGS BERHAD
42,504,792
3.63
EMPLOYEES PROVIDENT FUND BOARD
41,591,900
3.55
JB NOMINEES (ASING) SDN BHD
PLEASANT FINANCIAL LIMITED
19,511,000
1.67
ALLIANCEGROUP NOMINEES (ASING) SDN BHD
MULTI-PURPOSE (GUERNSEY) LIMITED
17,000,000
1.45
DB (MALAYSIA) NOMINEE (ASING) SDN BHD
UBS AG SINGAPORE FOR PACIFIC INVESTMENT FUND
16,295,497
1.39
MARINCO HOLDINGS SDN BHD
12,472,000
1.07
MARINCO HOLDINGS SDN. BHD.
10,000,000
0.86
LIM THIAN KIAT
9,458,000
0.81
KUEH OOI VOON
8,995,000
0.77
AMSEC NOMINEES (TEMPATAN) SDN BHD
AMBANK BERHAD FOR MULTI-PURPOSE HOLDINGS BHD
8,000,000
0.68
JB NOMINEES (ASING) SDN BHD
MAGNUM (GUERNSEY) LIMITED
5,562,000
0.48
OSK NOMINEES (TEMPATAN) SDN BERHAD
ABDUL HAMED BIN SEPAWI
5,000,000
0.43
STATE FINANCIAL SECRETARY SARAWAK
SARAWAK ENTERPRISE
CORPORATION BERHAD
NAME
SHAREHOLDING
PERCENTAGE
AMMB NOMINEES (TEMPATAN) SDN BHD
STABOC MARKETING SDN BHD (BK 6/320-4)
4,153,789
0.36
BEH ENG PAR
3,046,000
0.26
LIM TIAN KEONG
2,815,000
0.24
CITICORP NOMINEES (ASING) SDN BHD
CBNY FOR DFA EMERGING MARKETS FUND
2,760,200
0.24
BUMIPUTRA-COMMERCE NOMINEES (TEMPATAN) SDN. BHD.
A.A. ANTHONY SECURITIES SDN. BHD. (2555 PENG)
2,614,000
0.22
AMSEC NOMINEES (TEMPATAN) SDN BHD
FRASER SECURITIES PTE LTD FOR GAN SUAT LUI (16045)
2,600,000
0.22
MAYBAN NOMINEES (ASING) SDN BHD
DBS BANK FOR FULLERTON (PRIVATE) LIMITED (200757)
2,494,000
0.21
HSBC NOMINEES (TEMPATAN) SDN BHD
HSBC (M) TRUSTEE BHD FOR
THE HWANG DBS SELECT OPPORTUNITY FUND (3969)
2,482,900
0.21
HSBC NOMINEES (ASING) SDN BHD
TNTC FOR SHENTON ASIA PACIFIC FUND
2,139,400
0.18
JB NOMINEES (TEMPATAN) SDN BHD
MCC CREDIT SDN BHD
2,020,000
0.17
ABU TALIB BIN OTHMAN
1,911,000
0.16
HSBC NOMINEES (TEMPATAN) SDN BHD
HSBC (MALAYSIA) TRUSTEE BERHAD FOR
AMANAH SAHAM SARAWAK
1,662,000
0.14
MULTI-PURPOSE INSURANS BHD
1,652,000
0.14
MAYBAN SECURITIES NOMINEES (TEMPATAN) SDN BHD
SOO KEE LING (REM 169)
1,500,000
0.13
1,021,414,391
87.28
TOTAL
81
NOTICE OF ANNUAL GENERAL MEETING
/ Notis Mesyuarat Agung Tahunan
NOTICE IS HEREBY GIVEN that the Thirty-Seventh Annual General Meeting of Sarawak Enterprise Corporation
Berhad will be held at Kenyalang Room, Lobby Floor, Hilton Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching,
Sarawak on 25 June 2004 at 11.00 a.m.
AGENDA
1.
To receive and consider the Audited Financial Statements for the year ended 31 December 2003 together with
the Report of the Directors and the Auditors thereon.
2.
To declare a final dividend of 1.5 sen gross per share less income tax, in respect of the year ended 31 December
2003.
3.
To approve the payment of Directors' fees of RM216,000/- in respect of the year ended 31 December 2003.
(2002:RM216,000/-)
4.
To re-elect Directors retiring in accordance with Article 82 of the Company's Articles of Association:(a) Dato' Chew Kong Seng
(b) Datuk Fong Joo Chung
5.
To re-appoint Messrs Ernst & Young as auditors of the Company and to authorise the Directors to fix their
remuneration.
AS SPECIAL BUSINESS:6.
To consider and if thought fit, to pass the following Ordinary Resolution:"THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company and the
approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time
to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that
the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the
total issued capital of the Company and that such authority shall continue in force until the conclusion of the
next Annual General Meeting of the Company."
7.
To transact any other business for which due notice shall have been given in accordance with the Articles of
Association of the Company and the Companies Act, 1965.
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Annual General Meeting, a
final dividend of 1.5 sen gross per share less income tax, will be paid on 26 July 2004 to shareholders on the
Register of Members and Record of Depositors at the close of business on 30 June 2004.
SARAWAK ENTERPRISE
CORPORATION BERHAD
DIRECTORS’ REPORT / Laporan Jawatankuasa Audit
A Depositor shall qualify for entitlement only in respect of :(a)
(b)
(c)
shares deposited into the depositor's securities account before 12.30 p.m. on 28 June 2004 (in respect of
shares which are exempted from mandatory deposit);
shares transferred into the depositor's securities account before 4.00 p.m. on 30 June 2004 in respect of
ordinary transfers;
shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of the
Bursa Malaysia Securities Berhad.
Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act,
1998 which came into effect on 1 November 1998, all shares not deposited with Malaysian Central Depository Sdn
Bhd by 12.30 p.m. on 1 December 1998 and not exempted from mandatory deposit, have been transferred to the
Minister of Finance (“MOF”). Accordingly, the dividend for such undeposited shares will be paid to MOF.
BY ORDER OF THE BOARD
LEE YING FONG
Company Secretary
31 May 2004
NOTES:
(1)
A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965, shall not apply
to the Company.
(2)
To be valid, the Form of Proxy, duly completed and signed before a witness, must be deposited at the registered office of the Company,
1st Floor, Wisma Naim, Lot 2679, Jalan Rock, 93200 Kuching, Sarawak, not less than 48 hours before the time set for holding the meeting.
(3)
A member who is an authorised nominee may appoint one (1) proxy in respect of each securities account it holds with ordinary shares
standing to the credit of the said securities account.
(4)
(5)
A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting.
Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding to be
represented by each proxy.
(6)
If the appointor is a corporation, the Form of Proxy must be executed either under its Common Seal or under the hand of an officer or attorney
duly authorised.
(7)
Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act, 1998 which came into
effect on 1 November 1998, all shares not deposited with Malaysian Central Depository Sdn Bhd by 12.30 p.m. on 1 December 1998 and not
exempted from mandatory deposit, have been transferred to the Minister of Finance ("MOF"). Accordingly, only the MOF is eligible to attend
the meeting in respect of such undeposited shares.
83
NOTICE OF ANNUAL GENERAL MEETING
/ Notis Mesyuarat Agung Tahunan
EXPLANATORY NOTE ON SPECIAL BUSINESS
Resolution No. 6 (Ordinary)
The Ordinary Resolution proposed under item (6), if passed, will empower the Directors to allot and issue shares in
the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such
purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a
general meeting, will expire at the next Annual General Meeting of the Company.
Statement Accompanying Notice of Annual General Meeting of the Company
(1)
Names of Individuals who are standing for re-election
Dato' Chew Kong Seng
Both the directors retire by rotation under Article 82 of the Company's Articles of Association.
(2)
Details of Attendance of Directors at Board Meetings
A total of five (5) Board Meetings were held from 1 January 2003 to 31 December 2003. Details of attendance
of the Directors are set out in the Statement of Corporate Governance on pages 22 to 26 of the Annual
Report.
(3)
Thirty-Seventh Annual General Meeting
Date
Time
Venue
(4)
: 25 June 2004
: 11.00 a.m.
: Kenyalang Room, Lobby Floor, Hilton Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak
Further details of Directors who are standing for re-election
Details of Directors who are standing for re-election are set out in the Directors' Profile appearing on pages 6 to
11 of the Annual Report.
SARAWAK ENTERPRISE
CORPORATION BERHAD
FORM OF PROXY / BORANG PROKSI
I/We (full name in block capitals)
identity card no./company registration no.
of
being a member/members of SARAWAK ENTERPRISE CORPORATION BERHAD
(007199-D) ,
hereby appoint
of
or failing him
of
as my/our proxy/proxies to vote on my/our behalf at the Thirty-Seventh Annual General Meeting of the Company to be
held at Kenyalang Room, Lobby Floor, Hilton Kuching, Jalan Tunku Abdul Rahman, 93100 Kuching, Sarawak on
25 June 2004 at 11.00 a.m. and at any adjournment thereof.
My/Our proxy is to vote as indicated below :NO.
RESOLUTIONS
*FOR
1
To adopt the Audited Financial Statements
2
To declare a final dividend of 1.5 sen gross per share less income tax
3
To approve the Directors' fees of RM216,000/-
4
To re-elect Directors retiring in accordance with Article 82 of the
Company's Articles of Association:-
*AGAINST
(a) Dato' Chew Kong Seng
(b) Datuk Fong Joo Chung
*
5
To re-appoint auditors
6
To authorise the Directors to allot and issue shares pursuant to Section
132D of the Companies Act, 1965
Please indicate with an "X" 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/her discretion.
As witness my/our hand(s) this
day of
2004
Signature of Shareholder
Signature of Witness
Number of Shares held
Name of Witness
CDS Account Number
NOTES :(1) A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965, shall not
apply to the Company.
(2) To be valid, the Form of Proxy, duly completed and signed before a witness, must be deposited at the registered office of the Company, 1st
Floor, Wisma Naim, Lot 2679, Jalan Rock, 93200 Kuching, Sarawak, not less than 48 hours before the time set for holding the meeting.
(3) A member who is an authorised nominee may appoint one (1) proxy in respect of each securities account it holds with ordinary shares
standing to the credit of the said securities account.
(4) A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same
meeting.
(5) Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding to
be represented by each proxy.
(6) If the appointor is a corporation, the Form of Proxy must be executed either under its Common Seal or under the hand of an officer or
attorney duly authorised.
(7) Any alteration in this form must be initialled.
85
Menara Pehin Setia Raja in Mukah
SARAWAK ENTERPRISE
CORPORATION BERHAD
1 st Floor, Wisma Naim,
Lot 2679 Jalan Rock, 93200 Kuching, Sarawak.
Tel: 6082-244000 Fax: 6082-248588
Email: [email protected]
SARAWAK ENTERPRISE
CORPORATION BERHAD

sarawak enterprise

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