Cover
Rationale
This year’s Annual Report is reflective of
Glomac’s belief that our journey from the early
years with the many milestones, navigates and
guides our journey into the future.
To where we are going, we need to understand
where we came from as they define our core
values of creating enduring partnerships and
improving value of life with our products.
1.
2.
3.
4.
5.
6.
7.
8.
Taman Jasa Utama
Glomac Business Centre
Prima 16
Bandar Sri Permaisuri
Kelana Business Centre
Kelana Centre Point
Sri Saujana
Lakeside Residences
1
3
5
2
4
6
6
7
7
8
2
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Contents
4
6
8
12 22 34 36 37 44 47 49 55 57 58 61 64 68 134 134 Corporate Information
Group Structure
Board of Directors’ Profile
Chairman’s Statement
Perutusan Pengerusi
Corporate Social Responsibility & Events
Financial Highlights
Corporate Governance Statement
Audit Committee Report
Statement On Internal Control
Directors’ Report
Independent Auditors’ Report
Income Statements
Balance Sheets
Statements of Changes in Equity
Cash Flow Statements
Notes to the Financial Statements
Statement by Directors
Declaration by the Officer
Primarily Responsible for the
Financial Management of the Company
135 List of Investment and
Development Properties
37 1
140 142 145 Analysis of Shareholdings
Statement Accompanying Notice of 25th
Annual General Meeting
Form of Proxy
Analysis of Warrant Holdings
5
Notice of 25th Annual General Meeting
2
3
1
4
6
7
1. Aman Suria Club House
2. OUG Square
3. Aman Suria Entrance
4. Lakeside Residence
5. Aman Suria Shop Office
6. Sungai
Resort
GLOMAC BERHAD (110532-M)
A NBuloh
N U A LCountry
R E P O RT
2 0 0 9 Club House
7. Sungai Buloh Country Resort Club House
3
Corporate Information
BOARD OF DIRECTORS
AUDITORS
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
Deloitte KassimChan (AF 0080)
Level 19, Uptown 1, 1 Jalan SS21/58
Damansara Uptown, 47400 Petaling Jaya
Selangor Darul Ehsan
Tel : 03 7723 6500
Fax : 03 7726 3986
Group Executive Chairman
Datuk Richard Fong Loong Tuck
Group Executive Vice-Chairman
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
Group Managing Director/Chief Executive Officer
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
STOCK EXCHANGE LISTING
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Bursa Malaysia Securities Berhad
Listed on 13 June 2000
Stock Code : 5020
Independent Non-Executive Director
Independent Non-Executive Director
Mr Chong Kok Keong
Independent Non-Executive Director
COMPANY SECRETARY
Ms Siew Suet Wei (MAICSA No. 7011254)
AUDIT COMMITTEE AND
RISK MANAGEMENT COMMITTEE
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
Chairman
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Member
Mr Chong Kok Keong
Member
REMUNERATION AND
NOMINATION COMMITTEE
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Chairman
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
SHARE REGISTRAR
Shareworks Sdn Bhd
10-1, Jalan Sri Hartamas 8
Sri Hartamas
50480 Kuala Lumpur
Tel : 03 6201 1120
Fax : 03 6201 3121
PRINCIPAL BANKERS
AmBank Berhad
Public Bank Berhad
CIMB Bank Berhad
Alliance Bank Malaysia Berhad
Alliance Investment Bank Berhad
Kuwait Finance House (M) Berhad
RHB Bank Berhad
RHB Islamic Bank Berhad
HSBC Bank Malaysia Berhad
MIDF Amanah Investment Bank Berhad
WEBSITE
www.glomac.com.my
Member
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
Member
4
GLOMAC BERHAD (110532-M)
REGISTERED OFFICE
12th Floor, Wisma Glomac 3,
Kompleks Kelana Centre Point,
Jalan SS 7/19, Kelana Jaya, 47301 Petaling Jaya,
Selangor Darul Ehsan, Malaysia
Tel : 03 7801 9000
Fax : 03 7803 0203
ANNUAL REPORT 2009
Suria Stonor - Living
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
5
Group Structure
• Property
Development
100% Glomac Land Sdn Bhd
100% Glomac Damansara Sdn Bhd
Saujana Utama I,
Sg. Buloh
Glomac Damansara,
Kuala Lumpur
100% Magic Season Sdn Bhd
100% Glomac Jaya Sdn Bhd
Saujana Utama II,
Sg. Buloh
Glomac Cyberjaya,
Cyberjaya
100% Regency Land Sdn Bhd
100% Glomac Maju Sdn Bhd
Saujana Utama III,
Sg. Buloh
Suria Residen,
Cheras
100% Glomac Enterprise Sdn Bhd
100% Glomac Nusantara Sdn Bhd
Sungai Buloh Country Resort,
Sg. Buloh
100% Glomac Consolidated Sdn Bhd
Dataran Glomac,
Kelana Jaya
100% Glomac Rawang Sdn Bhd
Bukit Saujana,
Sg. Buloh
Saujana Rawang,
Rawang
100% Glomac Sutera Sdn Bhd
100% Glomac Regal Sdn Bhd
Sri Saujana,
Kota Tinggi, Johor
Suria Stonor,
Kuala Lumpur
100% Glomac Real Estate Sdn Bhd
100% Glomac Resources Sdn Bhd
Aman Suria Damansara,
Petaling Jaya
100% Glomac Alliance Sdn Bhd
Glomac Galleria,
Sri Hartamas
100% Glomac Vantage Sdn Bhd
Lakeside Residences,
Puchong
Taman Mahkota Laksamana,
Seksyen III, Melaka
100% Glomac City Sdn Bhd
Plaza Glomac,
Kelana Jaya
6
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
100% OUG Square Sdn Bhd
OUG Square,
Kuala Lumpur
100% Glomac Segar Sdn Bhd
(Proposed Phase IV of
Plaza Kelana Jaya)
100% Dunia Heights Sdn Bhd
(Proposed residential development in
Sg. Buloh)
70% FDA Sdn Bhd
Seri Bangi, Section 8,
Bandar Baru Bangi
51% Glomac Al Batha Sdn Bhd
Glomac Tower,
Kuala Lumpur
51% Glomac Al Batha Mutiara Sdn Bhd
(Proposed commercial development in
Mutiara Damansara)
30% PPC Glomac Sdn Bhd
Bandar Sri Permaisuri,
Cheras
• Property
Investment &
Management
100% Glomac Realty Sdn Bhd
Glomac Business Centre,
Kelana Jaya
100% Berapit Development
Sdn Bhd
Kelana Business Centre,
Kelana Jaya
100% Kelana Centre Point
Sdn Bhd
Kompleks Kelana Centre Point,
Kelana Jaya
100% Sungai Buloh Country
Resort Sdn Bhd
Kelab Saujana Utama,
Sg. Buloh
100% Prima Sixteen Sdn Bhd
Prima 16 Condominium,
Phase I & II, P Jaya
100% Bangi Integrated
Corporation Sdn Bhd
• Dormant
Companies
• Other Activities
Project Management
100% Glomac Group Management
Services Sdn Bhd
100% Elmina Equestrian Centre
(Malaysia) Sdn Bhd
100% Glomac Leisure Sdn Bhd
Property Management
100% Glomac Property Services
Sdn Bhd
100% Glomac Mauritius Ltd
Construction
51% Glomac Bina Sdn Bhd
100% BH Interiors Sdn Bhd
100% Kelana Seafood Centre
Sdn Bhd
100% Prisma Legacy Sdn Bhd
Car Park Operations/
Management
60% Prominent Excel Sdn Bhd
100%
90%
85.7%
60%
30%
100% Glomac Restaurants Sdn Bhd
60% Glomac Excel Sdn Bhd
Investment Holding
Glomac Australia Pty Ltd
Glomac Thailand Sdn Bhd
Glomac Power Sdn Bhd
Glomac Utama Sdn Bhd
Irama Teguh Sdn Bhd
Plaza Kelana Jaya, Ph II,
Kelana Jaya
45.8% * VIP Glomac Pty Ltd
(*) As trustee for VIP Glomac
Unit Trust which owns 380
Lonsdale Street, Australia
44.10% WHA Glomac Alliance
Co. Ltd
Investment in Warehouse in
Bangkok, Thailand
29.4% Worldwide Glomac
Development Sdn Bhd
Worldwide Business Park,
Shah Alam
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
7
Board of Directors’ Profile
1.Tan Sri Dato’ Mohamed Mansor bin Fateh Din
2. Datuk Fong Loong Tuck
3.Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
4.Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
5.Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
3
5
2
1
6
6. Mr Chong Kok Keong
4
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
Datuk Fong Loong Tuck
PSM, DPMS, AMP, PJK, JP
DMSM
Group Executive Chairman
Malaysian, aged 69
Group Executive Vice-Chairman
Malaysian, aged 58
Tan Sri Dato’ Mohamed Mansor bin Fateh Din or better known as
FD Mansor was first appointed to the Board on 1 April 1986. As the
Group Executive Chairman, he actively oversees the operations of
the Group. Before he founded the Glomac Group, he was employed
with Utusan Malaysia Berhad as the Personnel Director.
Datuk Fong was first appointed to the Board on 4 April 1988. He
graduated with a Bachelor of Science (Hons) in Civil Engineering
from University of London, UK.
Tan Sri Dato’ Mohamed Mansor has extensive experience in the
property development business through his involvement in the
industry for the past 25 years. He was the Honorary Secretary of
the Malay Chamber of Commerce and Industry, Selangor from 1987
to 1995 and was awarded the Selangor Entrepreneur of the Year
1995 by the Dewan Perniagaan Melayu Malaysia Negeri Selangor in
recognition of his contributions to the state. In September 2005, he
was awarded the prestigious “Property Man of the Year” by FIABCI
Malaysia. He was presented the award of “Anugerah Usahasama
Tulen” by the Malay Chamber of Commerce, Malaysia in June 2008.
Tan Sri Dato’ Mohamed Mansor bin Fateh Din attended all Board
Meetings held during the financial year ended 30 April 2009.
Datuk Fong began his career in Mudajaya Construction Sdn Bhd
and IJM Corporation Berhad before founding Glomac in 1988.
He has more than 30 years of experience in the field of property
development, building construction and engineering. He served
as the Secretary General of FIABCI (International Real Estate
Federation) Malaysian Chapter for the term 1998-2000. Datuk
Fong was appointed President of FIABCI Malaysia in August 2006
for the term 2006-2008. He was re-appointed President of FIABCI
Malaysia in August 2008 for another term from 2008-2010.
As the President of FIABCI, he was instrumental in the formation
of Malaysia Property Incorporated (MPI) in 2008. MPI was set-up
by the Economic Planning Unit to promote Malaysian properties as
the preferred destination for international property investors. Datuk
Fong is the Chairman of the Board of Directors of MPI and sits on
its’ Board of Governors.
Datuk Fong is a much sought after speaker at seminars and
has given talks on property market in Malaysia both locally and
internationally.
Datuk Fong attended all Board Meetings held during the financial
year ended 30 April 2009.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
9
Board of Directors’ Profile (cont’d)
Dato’ Fateh Iskandar bin
Tan Sri Dato’ Mohamed Mansor
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
DSIS, SSA
Independent Non-Executive Director
Malaysian, aged 60
Group Managing Director/Chief Executive Officer
Malaysian, aged 41
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor joined the
Glomac Group of Companies in 1991 and was appointed to the
Board on 5 February 1997.
Dato’ Fateh Iskandar attended the Malay College Kuala Kangsar
and later obtained a law degree from the University of Queensland,
Australia and an MBA.
Dato’ Fateh Iskandar is currently the Vice President for REHDA
Malaysia and Chairman for REHDA Selangor. He is also Director
of Malaysian Property Incorporated, a body that promotes property
investments among foreigners in Malaysia. Dato’ Fateh Iskandar
is also an EXCO member of the Malaysian Australian Business
Council. Over the years, he has given many talks and seminars
both locally and internationally on the property market in Malaysia.
Dato’ Fateh Iskandar is also a Board Member of Axis Reit Managers
Berhad, the first REITs company to be listed on Bursa Malaysia. In
2008, he was appointed as Chairman of Gagasan Badan Ekonomi
Melayu (GABEM) Selangor, a body that promotes entrepreneurship
in the country.
Dato’ Fateh Iskandar is a member of Glomac Berhad’s
Remuneration and Nomination Committee.
Dato’ Fateh Iskandar attended all Board Meetings held during the
financial year ended 30 April 2009.
10
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
PJN
Datuk Ali was appointed to the Board on 20 February 2009.
He is the Chairman of the Audit and Risk Management Committee
of Glomac Berhad as well as a member of Glomac’s Remuneration
and Nomination Committee. He is currently a Trustee of the Labuan Offshore Financial Services
Authority, the Force of Nature Aid Foundation, the Yayasan Kadir &
Fatimah and the Yayasan Amal Bukit Bintang. He is an honorary
Advisor to the Institute of Chartered Accountants In England &
Wales (Malaysian Chapter), and an honorary Fellow of ICSA (UK)
and the Malaysian Institute of Directors. He is currently an Adjunct
Professor with University Malaya.
Datuk Ali was appointed by the Minister of Finance as the
Chairman of the Securities Commission (SC) of Malaysia on 1
March 1999. During his tenure, he launched the Capital Market
Masterplan (CMMP), a strategic blueprint that charts the longterm development of the capital market, and chaired the Capital
Market Advisory Council, which is responsible for overseeing the
implementation of the CMMP. Datuk Ali was a member of a number
of national committees including the Foreign Investment Committee
(FIC), the Oversight Committee of the National Asset Management
Company (Danaharta) and was also a trustee of the Financial
Reporting Foundation.
Datuk Ali was also actively involved in international regulatory
circles. During his tenure in the SC, he was a member of the
Executive Committee of the International Organisation of Securities
Commissions (IOSCO), Chairman of IOSCO’s Asia-Pacific Regional
Committee and chaired the Islamic Capital Market Task Force. In addition, Datuk Ali was also a Trustee of the Accounting and
Auditing Organisation for Islamic Financial Institutions (AAOIFI). He was the Consultant to the Sri Lanka Securities and Exchange
Commission in 2006 for their Capital Market Strategic Plan.
Datuk Ali is a Fellow of the Institute of Chartered Accountants
in England and Wales (ICAEW) and a Malaysian CPA. He was
the Executive Chairman and Partner of Ernst & Young and its
predecessor firms from 1975 – 1999 and Senior Advisor from
March 2004 -2005. He was also former President of the Malaysian
Association of Certified Public Accountants (MICPA, now known as
the Malaysian Institute of Certified Public Accountants), and chaired
the MICPA’s Executive Committee and the Insolvency Practices
Committee. He also co-chaired the Company Law Forum and was
the CEO of Dubai Investment Group (Asia) from 2005-2008.
Datuk Ali is also a Director of Jobstreet Corporation Berhad, Milux
Corporation Berhad, Microlink Solutions Berhad and Airocom
Technology Berhad.
Datuk Ali recorded 100% attendance at the Board Meetings since
his date of appointment for the financial year ended 30 April 2009.
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Mr Chong Kok Keong
DSIS, KMN, PJK
Independent Non-Executive Director
Malaysian, aged 60
Independent Non-Executive Director
Malaysian, aged 53
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak was first
appointed to the Board on 9 February 2000. Dato’ Haji Ikhwan
Salim holds a Bachelor’s degree in Economics/Accounting from
Queen’s University, Belfast, UK. He began his career as an Auditor
with Coopers & Lybrand, UK and joined Nestle (M) Sdn Bhd in 1979.
In 1980, he moved on to be the Group Financial Planning Manager
of Kumpulan Low Keng Huat Sdn Bhd. In 1982, he became the
Managing Director of Jaya Holdings Sdn Bhd, an investment holding
company.
Dato’ Haji Ikhwan Salim is the Division Head of Petaling Jaya Utara
Division of UMNO.
In 1999, Dato’ Haji Ikhwan Salim was appointed Executive Chairman
of Konsortium Jaringan Selangor Snd Bhd. He is also a Board
Member of Malaysia Steel Works (KL) Berhad and Land and
General Berhad.
Dato’ Haji Ikhwan Salim is a member of the Audit Committee
of Glomac Berhad and the Chairman of the Nomination and
Remuneration Committee.
Dato’ Haji Ikhwan Salim attended all Board Meetings held during the
financial year ended 30 April 2009.
Mr Chong Kok Keong was first appointed to the Board on 21
September 2000 and holds a Bachelor of Engineering (Hons) from
Universiti Malaya.
He began his career with Malayawata Steel Bhd as a trainee
engineer and later joined Tractors Malaysia Berhad in 1974. In
1977, he was seconded to Kubota Agricultural Machinery Sdn Bhd
to set up the Engines and Power Tiller production and assembly
plant. In 1980, he returned to Tractors Malaysia Berhad and was
appointed Manager in Charge of Engines Division of Tractors
Malaysia Bhd.
Mr. Chong was one of the founders of Pilecon Engineering Berhad
where he set up the Plant Division and was part of the team which
invented and patented the ‘Triple Piling System’. He was the
Managing Director of Pilecon from 1992 to 1999.
Mr Chong has extensive experience in both the Property and
Construction sectors having been involved as an advisor to various
projects since 2000.
Mr Chong is a member of the Audit Committee of Glomac Berhad.
Mr Chong attended all Board Meetings held during the financial year
ended 30 April 2009.
Notes:
1.None of the Directors has any family relationship with any Director and/
or Major Shareholder of the Company save for Tan Sri Dato’ Mohamed
Mansor bin Fateh Din and Dato’ Fateh Iskandar bin Tan Sri Dato’
Mohamed Mansor who are father and son respectively.
2.Other than permitted related party transactions, none of the Directors
has any conflict of interest with the Company.
3.None of the Directors has been convicted for any offences other than
traffic offences within the past 10 years.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
11
12
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Chairman’s Statement
Dear Valued Shareholders,
On behalf of the Board of Directors, it is my great pleasure to
present the Group’s Annual Report and Financial Statements for
the financial year ended 30 April 2009.
FINANCIAL HIGHLIGHTS
Notwithstanding the global financial turmoil
and economic uncertainty, I am pleased to
report that Glomac achieved another year
of profits, reflecting our resilience in profit
performance as a public listed company on
Bursa Malaysia Securities Berhad (“Bursa
Securities”).
The Group posted revenue of RM345.3
million in the financial year under review,
an increase of 6.5% from RM324.3 million
reported in the previous financial year.
Revenue growth was driven by progress
billings from Glomac’s ongoing projects
such as Suria Stonor and township
developments in Bandar Saujana Utama
and Saujana Rawang. The Group also
enjoyed maiden revenue contributions from
Glomac Galleria, Seri Bangi and Glomac
Tower, our new flagship office tower
development in the Kuala Lumpur City
Centre.
Pre-tax profit rose 12% to RM56.2 million
from RM50.2 million a year ago. The
stronger profit performance was attributed
to contribution from higher margin projects
such as Glomac Galleria and Glomac
Tower, where construction works went
into full swing last year. In addition, our
pre-tax profit also includes a fair value gain
of RM4.4 million from our sale of Wisma
Glomac 3, one of our investment properties
within the commercial development of
Kompleks Kelana Centre Point.
Stronger profits for the year were partly
offset by a higher loss incurred in the
Group’s construction division, which was
impacted by the sharp spike in prices of key
building materials. The division registered a
loss of RM3.0 million in FY2009 compared
with RM0.8 million a year earlier.
Consistent with our prudent financial
reporting, we also took the decision to
provide for the impairment loss in our CLO
(‘collaterised loan obligation’) sub bonds,
which amounted to RM7.4 million last year.
Minority interest for the year was higher due
to the higher contribution from 51%-owned
Glomac Tower. Consequently, net profit
declined 8.8% to RM32.0 million from
RM35.1 million achieved previously. The
Group registered net earnings per share
(EPS) of 11.4 sen (based on weighted
average share base of 270.9 million) in the
financial year 2009, as compared with an
EPS of 13.6 sen in the previous financial
year 2008 (based on a weighted average
share base of 258.5 million).
HIGHLIGHTS FOR THE FINANCIAL YEAR ENDED 30 APRIL
RM mil
2009
2008
+/- (%)
Revenue
345.3
324.3
+6.5
Pre-tax Profit
56.2
50.2
+12.0
Net Profit
32.0
35.1
-8.8
EPS (sen)*
11.4
13.6
-16.2
* Based on weighted average share base of 270.9m for FY09 and 258.5m FY08
The sustained improvement in our financial
performance has also resulted in a marked
reduction in the Group’s net gearing
position, which fell from 72% at the end of
April 2007 to 12% by April 2009. Note too
that this does not take into consideration
the proceeds from the sale of Wisma
Glomac 3 and Block B of Glomac Business
Centre. Together, these disposals will raise
cash proceeds of more than RM72 million,
which will serve to further strengthen our
Group balance sheet, and increase our
working capital to support higher property
development activities, as well fund the
acquisition of development land.
DIVIDEND
Your Board is recommending a final gross
dividend of 3.5 sen per share less 25% tax
for the financial year ending 30 April 2009.
In view of the asset divestments which
have taken place in 2009, the Board is
pleased to also propose a Special Dividend
of 1 sen per share less 25% tax. Including
the interim dividend of 2.5 sen per share
tax exempt paid in May 2009, the total
dividend for Glomac’s financial year ended
2009 amounts to 7 sen per share, if the
recommended final and Special dividends
are approved. This compares to the total
dividend of 5 sen per share tax exempt paid
out in financial year ended 2008.
The Group has always emphasised on
providing a meaningful dividend return to
shareholders, whilst retaining adequate
reserves to sustain growth in its core
development activities. Thus far, we have
maintained a continuous dividend payout
record since our public listing in June 2000.
Our intention is to sustain a strong profit
record to continue rewarding shareholders
with a healthy dividend yield going forward.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
13
Chairman’s Statement (cont’d)
OPERATING BACKGROUND
After three consecutive years of higher
growth, Malaysia’s economy registered
a slower expansion of 4.7% in 2008
compared with 6.3% in 2007. Stronger
growth in the first half of 2008 was
mitigated by a sharp downturn in economic
activities that was sparked off by the
subprime mortgage crisis in the US. This
affected the global financial markets, and
soon filtered through to the real economy.
Malaysia subsequently reported a year-onyear decline in GDP growth of -6.2% for the
first quarter of 2009.
Key concerns such as rising fuel prices and
inflationary pressure in the earlier part of
2008 gave in to worries of a sharp reversal
in growth momentum in the latter part of
the year. As a result, Bank Negara cut its
benchmark interest rates to spur growth.
Overnight Policy Rate (OPR) was reduced
by 150 basis points to 2% in November
2008, which led to Base Lending Rate
(BLR) declining from an average of 6.75%
to 5.55% currently.
Property sales in Malaysia were brisk in
the first half of 2008 when the value of
residential property transactions rose
35.5% year-on-year, but turned negative
to contract 3.0% in the second half of the
year. Overall the domestic property sector
still achieved growth on a full year basis.
The National Property Information Centre,
in its Malaysian Property Market 2008
report, states that number of property
transactions rose 9.9% to 340,240 in 2008
from 309,455 in 2007. The value of the
transactions grew by 14.5% to RM88.34
billion from RM77.14 billion.
14
GLOMAC BERHAD (110532-M)
Such uncertain economic conditions
adversely impacted our operating
environment. Although construction material
costs have stabilised, the pace of economic
recovery remains the key determinant in
the near-term strategic direction of our
development activities.
REVIEW OF OPERATIONS
PROPERTY DEVELOPMENT
The Group’s property development division
encountered many challenges throughout
the financial year ended April 2009.
Escalating prices of key building materials
such as cement and steel exerted pressure
on development margins, and buyers
confidence continued to erode as the global
financial crisis unfolded and the economic
environment became more uncertain.
Against this backdrop, the Group made a
strategic decision to pace our new property
launches and focus on the timely delivery of
our ongoing projects. We are proud to have
successfully added three new projects into
our development portfolio over the course
of our financial year 2008, namely Glomac
Tower, our flagship commercial building
in the prime vicinity of Kuala Lumpur City
Centre, Glomac Galleria, a commercial
project in bustling Sri Hartamas, and Seri
Bangi, a mixed development project in
Bandar Baru Bangi. In our financial year
2009 just ended, the Group has been
concurrently managing in total twelve
development projects, and testament to our
development and management strengths,
all our ongoing projects have met or are
on schedule to meet their completion
datelines. Suria Stonor, our high-end city
ANNUAL REPORT 2009
centre condominium project, was officially
handed over to our valued home owners in
July 2008.
We also successfully launched our ‘Glomac
360o Showcase’, a promotional campaign
which ran from 20 March to 30 April
2009, showcasing our property products.
Incentives such as 100% financing for
selected properties, interest-free loan
during the construction period, free Sales
and Purchase Agreement (SPA) legal fees
and loan documentation, as well as easy
payment programmes were offered. Thanks
to the support of our prospective buyers,
we managed to convert many of them into
owners of Glomac’s quality properties.
Overall, despite the more challenging
market environment, the Group generated
new sales of RM172 million in the financial
year ended April 2009, compared to RM339
million registered in the previous financial
year (excluding the RM577 million en-bloc
sale of Glomac Tower).
Glomac Tower
Construction is on schedule for our maiden
commercial project in Kuala Lumpur’s
most sought after business district, the
KLCC Petronas Twin Towers locality.
Sub-structure work, which commenced in
April 2008, is well underway and targeted
for completion in the second half of 2009.
Building works will commence thereafter
with full completion of the building in the
year 2011.
To date, we have received close to half of
the en-bloc sale consideration of RM577
million, and Glomac Tower will continue
to be a significant earnings and cash-flow
contributor to the Group over the next two
financial years.
Bandar Saujana Utama
This reputable and thriving township is a
pride for Glomac. Since its inception over
a decade ago, close to RM1 billion worth
of commercial and residential properties
have been sold. The township is now well
established with a commercial hub that
comprises a hypermarket, shopping mall
and shop offices, and a comprehensive
range of amenities, including a clubhouse
especially for the residents, primary and
secondary schools, a police station,
children’s playgrounds and a post office,
all of which are a boon to the over 30,000
residents in the township seeking quality
community living. We are heartened by
the response that Bandar Saujana Utama
continues to be the address of choice in the
Sungai Buloh district.
Demand for the township’s suite of
medium-end residential and commercial
properties remains healthy, underpinned by
sustainable interest from the broad market
segments, including civil servants. The
opening of the new UiTM tertiary campus
in the neighbourhood should continue
to boost demand for our properties. The
Group launched residential and commercial
properties in the township worth over
RM100 million in our financial year just
ended, and has plans to further launch
new property products to capture future
demand.
Upcoming Projects
Although there are no clear indications of
a sustainable global economic recovery as
yet, optimism is growing that the worst of
the economic downturn is behind us. In
that respect, the Group is well poised with
a strong pipeline of development projects
to capture new sales as the recovery
process gathers momentum. Glomac has
new properties with a total estimated Gross
Development Value (GDV) of more than
RM1.4 billion that are ready for launch.
Glomac Damansara
Glomac Damansara is envisaged as a
prestigious Kuala Lumpur freehold address
in the prime Damansara area. Located
along the strategic Jalan Damansara,
the mixed development comprises office
towers, shop offices, serviced apartments,
boutique retail and office suites, all of which
allows for the creation of a perfect harmony
of ‘live-work-play’ lifestyle components. The
project has a GDV of RM800 million to be
developed over the next five years.
The first phase was officially launched in
March 2009, comprising of 12 blocks of 5
& 8 storey shop offices worth RM53 million.
Within this short period, we are encouraged
to note that initial interest in the project has
been very positive, with more than 60%
reported sales. Concurrently, we are also
marketing our RM75 million 15-storey office
tower on an en-bloc sale basis.
Glomac Cyberjaya
Acquired in 2008, this 8.1 acre freehold
land is strategically located in the Cyberjaya
Flagship Zone, and boasts of such strong
multi-national corporations such as HSBC,
IBM, DHL, BMW, Ericsson, NTT and Fujitsu
as its immediate corporate neighbours.
Glomac Cyberjaya comprises shop offices
and a Data & Call Centre with a total
estimated GDV of RM180 million. The first
phase comprising of 39 shop offices worth
RM64 million was opened for registration in
March 2009, and officially launched in July
2009. We believe our project will be the
first in Cyberjaya offering 3½ -storey shop
offices for sale. Our Data and Call Centre
worth RM75 million was also made available
for sale.
Other New Projects
Two other new projects that are
earmarked for launch include commercial
developments within the bustling districts of
Mutiara Damansara and Kelana Jaya.
Our commercial project in Mutiara
Damansara, with an estimated GDV of
RM250 million, will be built on 1.3 acre of
freehold land which we acquired in 2008.
The development, surrounded by the
commercial hubs of IKEA, Tesco and the
Curve, will encompass retail spaces, office
suites and a corporate office. Sited on
an elevated land fronting the Damansara
– Puchong Highway and Kerinchi Link,
the project will be a visible and prominent
landmark in Mutiara Damansara.
Plaza Kelana Jaya, with its signature
lakeside promenade, has been a successful
commercial development for the Group.
To date, about RM122 million worth of
shop offices have been sold. The proud
owners of these properties are also sharing
the success, as the buildings are enjoying
a high rental yield of 8% and capital
appreciation of approximately 50% against
the launch price.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
15
Chairman’s Statement (cont’d)
To further leverage on the success of this
development, we are targeting to launch
the fourth phase of Plaza Kelana Jaya.
The development will be on a 3.2 acre
freehold land, comprising an office block,
a neighbourhood shopping mall and office
suites. The estimated GDV of the project is
about RM250 million.
Property Investment and Management
Our Property Management division, under
Glomac Property Services Sdn Bhd,
manages over 3,000 units of residential
and commercial properties. This division
constantly focuses on upgrading and
improving on our portfolio of investment
properties to achieve higher yields and
further capital appreciation. We are happy
to report that on average, the occupancy
rate for the Group’s 276,000 sq. ft. of
commercial space has remained steady at
about 90%.
On 11 February 2009, we realised the
fruits of our labour when Glomac inked an
agreement to dispose of Wisma Glomac
3 to Perbadanan Nasional Berhad for a
cash consideration of RM50 million. The
13-storey office block is one of the three
office towers in Kompleks Kelana Centre
Point (KKCP), which is located in Kelana
Jaya. Besides the office towers, KKCP also
encompasses 380 units of shop-offices in
a 10-storey complex. The sale of Wisma
Glomac 3 is expected to be concluded in
this current financial year and will give rise to
a gain of RM4.4 million.
More recently in August 2009, we sealed
our second asset divestment transaction of
the year with the sale of Block B in Glomac
Business Centre (GBC) for a total cash
consideration of RM22.6 million to Koperasi
16
GLOMAC BERHAD (110532-M)
Kakitangan Bank Rakyat Berhad. GBC,
Glomac’s first commercial development in
Kelana Jaya, was completed in 1994. Block
B is a 9-storey office building with a net
lettable area of 48,814 sq ft of office space.
The sale will result in a gain from disposal of
approximately RM4.6 million.
The outlook for the construction sector
has since improved on account of building
materials prices stabilising and the
government’s economic stimulus plans.
We will however remain cautious, and will
exercise utmost care before taking on new
external construction contracts.
Given the challenging market conditions,
we are particularly pleased to achieve a
fair market value for the two disposals,
reflecting Glomac’s ability to successfully
execute its divestment strategy, and strong
market confidence in the quality and
commercial value of Glomac’s projects.
Car Park Management
The Group will continue with its strict regime
of regular maintenance and improvement
of our investment properties, to put them
in good stead to achieve high occupancy
rates at good yields. Such discipline should
sustain the market value of the properties,
and provide us with the flexibility to dispose
our non-core investment properties should
opportunities arise.
Construction
In line with our cautious view on the
construction sector, we made an effort
to scale down our construction activities
last year. Although we did have several
outstanding external construction jobs
which we were committed to complete,
we made the decision not to pursue new
contracts, but instead consolidate to focus
on supporting the Group’s own property
development division. Despite our stringent
cost cutting measures, cost pressures from
the spike in prices of building materials and
delays from intermittent materials shortages
last year resulted in this division posting a
small negative contribution.
ANNUAL REPORT 2009
The Car Park Management division, under
Excel Parking, currently manages car parks
in office towers, retail and commercial
centres, hotels as well as open areas. In
total, we are managing more than 8,000
vehicles daily within the Klang Valley.
CORPORATE GOVERNANCE
Glomac’s Board of Directors recognises
the importance of corporate governance in
instilling confidence among shareholders
and investors in the Group. Since the
listing of the Group in year 2000, your
Board has been diligent in ensuring
Glomac’s adherence to the principles and
best practices of the Malaysian Code of
Corporate Governance. It is also the aim
of the Board to constantly strive for higher
standard of corporate governance.
With this in mind, I wish to highlight to
shareholders that in our just ended financial
year 2009, the roles of Glomac’s Group
Executive Chairman and Chief Executive
Officer have been detached. Your Board
has been mindful of the potential conflict
of interest due to the convergence of
the two roles being held by a single
individual. Hence, in the interest of better
corporate governance, your Board has
decided to separate the two roles to better
facilitate clearer definition of authority and
responsibilities.
3
6
1
4
7
2
5
1.
2.
3.
4.
5.
6.
7.
Bandar Saujana Utama
Suria Residen
Suria Residen
Bandar Saujana Utama
Dataran Glomac
SU Mall
Plaza Kelana Jaya
Chairman’s Statement (cont’d)
Consequently, on 24 March 2009, I
relinquished the post of Glomac’s Chief
Executive Officer. The position has been
assumed by Dato’ F.D. Iskandar bin Tan
Sri Dato’ Mohamed Mansor. I continue
to support the Board and to serve the
Group in my capacity as Group Executive
Chairman.
Dato’ F.D. Iskandar joined the Group in
1991. He was appointed to the Board
in 1997, and took on the role of Group
Managing Director in 2005. He has
accumulated years of invaluable experience
in the daily operations as well as strategic
planning of Glomac. My Board members
and I strongly believe that Dato’ F.D.
Iskandar possesses the attributes to further
build on Glomac’s successes, and lead the
Group to even greater heights as its Group
Chief Executive Officer. We are confident he
will flourish in this new role.
In the financial year under review,
Glomac has also taken the necessary
steps to comply with Chapter 15.9(1)
(b) of Bursa Securities Main Market
Listing Requirements that states all audit
committee members must be non-executive
directors, with a majority of them being
independent directors.
In doing so, we appointed Datuk Ali bin
Tan Sri Abdul Kadir to Glomac’s Board on
20 February 2009 as the Group’s nonexecutive and independent director. He
was also appointed as a member of the
Group’s audit committee to fill a vacancy
following the resignation of Datuk F.D.
Iskandar from the same post on 30 January
2009. On 24 March 2009, Datuk Ali Kadir
18
GLOMAC BERHAD (110532-M)
was re-designated as the Chairman of the
audit committee, replacing Senator Dato’
Hj Ikhwan Salim Dato’ Hj Sujak, who was
re-designated as a member of the audit
committee.
Consequently, Glomac’s audit committee
now comprises three independent nonexecutive directors, which is in compliance
with the said listing requirement.
I wish to take this opportunity to extend
a warm welcome to Datuk Ali Kadir to
Glomac’s Board. Datuk Ali Kadir brings
with him decades of experience in the field
of accounting, where he was a Partner
and Executive Chairman of Ernst and
Young, as well as his involvement in capital
market regulations as the Chairman of
the Securities Commission of Malaysia. I
look forward to his invaluable advice and
contribution to the Board.
Investor Relations
Glomac also emphasises on the need
for corporate transparency, effective
communication and the timeliness
of disseminating information to our
shareholders and investing public. Other
than through our Annual Report, which
reviews the Group’s operational and
financial performance, and our various
announcements to Bursa Securities,
Glomac also has a dedicated investor
relations section in our corporate website,
www.glomac.com.my. The section is
a repository of information relevant to
investors and shareholders such as financial
and stock information, dividend information
and announcements to the stock exchange,
ANNUAL REPORT 2009
among others. We welcome you to browse
through this section as it is updated
periodically.
Various other investor relations programmes
have been implemented for the investing
community to keep abreast of Glomac’s
corporate development and financial
performance. Accordingly, Glomac holds
analysts and fund managers’ briefings in
conjunction with the release of the Group’s
quarterly financial results. The Group takes
a proactive approach in reaching out to
the investing community via small group
meetings, luncheons and participating in
roadshows and investors conferences
organised by stockbroking companies in
Malaysia and abroad to raise the Group’s
profile among local and foreign investors.
Such activities are usually spearheaded by
Glomac’s executive directors, supported by
our investor relations manager.
PROSPECTS
The past 18 months have been tumultuous
for the world’s financial markets and
economies. Malaysia’s GDP in the past
few quarters recorded slower growth,
and even contracted in the last reported
quarter. However, market consensus is of
the view that Malaysia’s economy has likely
bottomed out in the first quarter of 2009,
and our GDP growth is likely to improve
in subsequent quarters based on leading
indicators such as sequential improvements
in exports and industrial output.
Over this period, it is encouraging to
observe that the government has been
pro-active in introducing various measures
to counter the economic slowdown, chief of
which are two stimulus packages totalling
RM67 billion. The government has also
instituted improvements to the delivery
system to ensure speedy implementation
of the identified projects under these
packages.
There are also specific measures the
government has taken to boost property
sales. The relaxation of monetary policy
has certainly served to improve liquidity and
made property purchases more affordable.
Another benefit involves the provision for
tax credits of up to RM10,000 per year for
the first three years on housing loan interest
for new properties bought between March
2009 and March 2010.
The overall economy has shown signs
of stabilising, and with these positive
measures, we look forward to further
recovery in market confidence and the
business environment. Nevertheless,
Glomac will not let up its vigilance in cost
control and financial discipline, timely
delivery of our development products and
smooth execution of our business plans, to
ensure that the Group is well positioned in
capitalising on the potential strengthening of
the economy and improved sentiment in the
property sector.
After much planning, I am pleased to inform
you that Glomac is ready to launch our
new projects that potentially carry a total
GDV of over RM1.4 billion. The fruition of
our developments in Glomac Damansara
and Glomac Cyberjaya, and commercial
properties in Mutiara Damansara and Phase
IV of Plaza Kelana Jaya will ensure Glomac
remains highly visible in the marketplace
with a suite of new and innovative
product offerings to fulfil market demand.
We are excited with these prestigious
developments, which have excellent
potential to be landmarks in their muchsought after addresses.
It is encouraging to observe that the
Group’s sales trend since April 2009 has
been rising, partly driven by government
initiatives and seemingly improved
consumer confidence. Going forward,
we are in no doubt that the exciting new
projects added to our ongoing development
portfolio will continue to sustain our overall
sales growth, and consequently, generate
healthy profits for the Group in the current
financial year and beyond.
CORPORATE SOCIAL
RESPONSIBILITIES
Corporate social responsibility is an integral
part of Glomac’s vision to build not just
houses and offices but communities for our
homeowners. Corporate social responsibility
has a strong influence on the Group’s
decision-making process. Our philosophy
is to contribute, as a responsible corporate
citizen, to the realisation of a richer society
by utilising the company’s capabilities and
assets.
Glomac has a long record for helping
society in a variety of ways, most notably
by the Group’s charitable programme
through numerous donations. The Group
has demonstrated its commitment and
responsibility by donating to Special
Children of SMK Saujana Utama in August
2008. The event was attended by over 100
special children and teachers. On behalf of
Glomac, I was also personally involved in
contributing to Sekolah Teknik Shah Alam
school PIBG’s fund in October 2008. The
fund was held to honour students who have
excellent achievements in academic as well
as co-curriculum.
Glomac continues its effort to pledge for
the betterment of society by dedicating
resources to support programs that
positively impact its various communities.
With this in mind, Glomac has donated to
Malaysia Press Institute (MPI) in conjunction
with Malam Wartawan Malaysia 2009 as
well as Persatuan Pandu Puteri Malaysia,
Cawangan Selangor in conjunction with
the Karnival 2009 Persatuan Pandu
Puteri Malaysia. The Group has also
generously bestowed space located in
Kompleks Kelana Centre Point to St. Johns
Ambulance Malaysia Kawasan Selangor
Utara Training Centre since 2006 to
facilitate trainings for the staff of St. John
Ambulance.
Since 2001, Glomac has supported the
Edge-Bursa Malaysia Kuala Lumpur Rat
Race. This is an annual charity event which
serves as a platform for Corporate Malaysia
to come together to help the needy in a
novel way. We applaud the organising of
such events as it not only delivers network
access to underserved population, it also
engages our employees to devote their
personal time and energy to a variety of
worthy causes.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
19
Chairman’s Statement (cont’d)
Glomac has always been supporting
community charities and forging relations
with local educational institutions. In
the past three years, Glomac has been
participating in the New Straits Times
School Sponsorship Programme. Two
schools each in Bandar Saujana Utama
and Sri Saujana were chosen to receive
complimentary newspapers as an effective
method to cultivate reading habits for
students as well as to improve their
proficiency in English, and ultimately raise
the academic bar of excellence.
The holy month of Ramadhan marks the
fasting month for Muslims. It is also a
time to give alms to the needy and less
fortunate. To make the fasting month
more meaningful, Glomac continued with
its tradition by having its annual Breaking
Fast with Anak Yatim of Rumah Aman. The
children of Rumah Aman were treated to
a sumptuous dinner, were given school
uniform as well as green packets.
ACKNOWLEDGEMENT
This year, Glomac celebrate its 21st
anniversary. Glomac has worked tirelessly
in the last two decades to develop quality
properties and property projects that
enable communities to flourish. I am indeed
very proud to reflect on our admirable
track record which includes transforming
Kelana Jaya into a vibrant satellite city; the
development of Bandar Saujana Utama
into a thriving township; and giving Petaling
Jaya residents the first-of-its-kind gated
and guarded community with Aman Suria
Damansara.
20
GLOMAC BERHAD (110532-M)
From building our first high-end
condominium, Prima 16, in Section 16 of
Petaling Jaya, the Group has advanced to
develop our first luxury condominium, Suria
Stonor, in the prestigious vicinity of KLCC.
Our latest crown jewel is Glomac Tower,
which is our first commercial high-rise in the
heart of Kuala Lumpur.
To celebrate the auspicious occasion of
Glomac’s 21st anniversary, the Group
is giving away 21 great rewards to our
property purchasers. Beyond the incentives
already offered in the earlier marketing
programme, we are offering additional
rewards such as free stamp duty on
transfer, loyalty schemes, extended
warranty period, early bird discount, as
well as gifts like LCD television, kitchen
appliance, house grilles and one year
clubhouse membership, among others.
Of course, Glomac’s successes cannot be
realised without the valuable assistance
from business associates, bankers,
contractors, consultants, the mass media
and authorities. I too look forward to your
continuous support.
To my fellow Board members, I am
honoured to have shared this journey
with you for the past two decades. As
we embark on another exciting decade, I
trust that your counsel and friendship will
remain steadfast. I look forward to Glomac
achieving greater success in building better
communities for Malaysia for decades to
come.
Tan Sri Dato’ F.D. Mansor
Group Executive Chairman
10 August 2009
I wish to convey a heartfelt thank you to
all Glomac property customers who have
supported the Group throughout these
years. Your faith in us has and will continue
to inspire us to reach for greater heights.
Glomac’s achievements would not be
possible if not for the dedication and
commitment of our management staff
and employees. On behalf of the Board of
Directors, I would like convey our deepest
appreciation to every member of the
Glomac family. We hope every member
will continue to be with the Group as move
towards the third decade of our journey.
ANNUAL REPORT 2009
Bandar Saujana Utama
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
21
Saujana Rawang - Zanti Double Storey Terrace
22
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Perutusan Pengerusi
Para pemegang saham yang dihargai,
Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan
Laporan Tahunan dan Penyata Kewangan Kumpulan bagi tahun kewangan
yang berakhir pada 30 April 2009.
MAKLUMAT ASAS KEWANGAN
Sungguhpun kedudukan ekonomi dunia
bermasalah dan tidak menentu, saya
berbesar hati untuk melaporkan bahawa
Glomac sekali lagi berjaya menjadikan
tahun ini satu tahun yang menguntungkan,
dan ini mempamerkan keutuhan kami
dalam prestasi keuntungan sebagai satu
syarikat awam berhad yang disenaraikan di
Bursa Malaysia Securities Berhad (“Bursa
Sekuriti”).
Kumpulan mencatatkan RM345.3 juta
keuntungan pada tahun kewangan ini, iaitu
anjakan sebanyak 6.5% dari RM324.3 juta
yang dilaporkan pada tahun kewangan
sebelumnya. Anjakan pendapatan ini
adalah hasil dari jualan-jualan untuk projekprojek yang sedang berjalan seperti Suria
Stonor dan projek-projek perbandaran
baru di Bandar Saujana Utama dan
Saujana Rawang. Kumpulan juga meraih
sumbangan-sumbangan pendapatan
awal dari Glomac Galleria, Seri Bangi dan
Glomac Tower, pembangunan menara
pejabat utama kami yang baru di Kuala
Lumpur City Centre.
Keuntungan sebelum cukai bertambah
sebanyak 12% kepada RM56.2 juta
berbanding dari RM50.2 juta bagi tahun
sebelumnya. Prestasi keuntungan yang
lebih tinggi ini diperolehi melalui projekprojek yang menjanjikan kadar keuntungan
yang lebih tinggi seperti Glomac Galleria
dan Glomac Tower, di mana kerja-kerja
pembinaannya telah dapat dilaksanakan
dengan lancar di tahun lalu. Di samping
itu, keuntungan sebelum cukai kami turut
merangkumi pendapatan yang memuaskan
sebanyak RM4.4 juta dari jualan Wisma
Glomac 3, salah satu hartanah pelaburan
kami dalam pembangunan komersial
Kompleks Kelana Centre Point.
Keuntungan yang lebih baik untuk tahun
berkenaan sebahagiannya telah dicacatkan
oleh kerugian yang lebih tinggi dari
bahagian pembinaan Kumpulan, ekoran
dari lonjakan mendadak dalam harga
bahan-bahan utama pembinaan. Bahagian
tersebut merekodkan kerugian sebanyak
RM3.0 juta dalam tahun kewangan 2009,
berbanding dengan RM0.8 juta pada tahun
sebelumnya.
Sealiran dengan amalan laporan kewangan
berhemah, kami telah memutuskan untuk
mengambilkira kesan kerugian dalam
sub bond berbentuk ‘obligasi pinjaman
bercagar’ (collaterised loan obligation) kami,
yang berjumlah RM7.4 juta pada tahun lalu.
Hak minoriti untuk tahun ini lebih tinggi
kerana sumbangan yang tinggi dari
pemilikan 51% Glomac Tower. Ekoran dari
itu, keuntungan bersih menurun sebanyak
8.8% kepada RM32.0 juta dari RM35.1 juta
yang dicapai pada tahun lalu. Kumpulan
merekodkan pendapatan sesaham (EPS)
sebanyak 11.4 sen (berdasarkan asas
saham wajaran sebanyak 270.9 juta) dalam
tahun kewangan 2009, berbanding dengan
pendapatan sesaham sebanyak 13.6 sen
pada tahun kewangan 2008 (berdasarkan
asas saham wajaran sebanyak 258.5 juta).
Prestasi kewangan yang terus kekal
meningkat ini juga telah mengakibatkan
MAKLUMAT ASAS UNTUK TAHUN KEWANGAN YANG BERAKHIR PADA 30 APRIL
RM juta
2009
2008
Pendapatan
+/- (%)
345.3
324.3
+6.5
Keuntungan Sebelum Cukai
56.2
50.2
+12.0
Untung Bersih
32.0
35.1
-8.8
Pendapatan Sesaham (sen)*
11.4
13.6
-16.2
* Berdasarkan asas saham wajaran sebanyak 270.9 juta bagi Tahun Kewangan 2009 dan 258.5 juta bagi
Tahun Kewangan 2008.
penurunan yang ketara dalam kedudukan
nisbah pinjaman bersih (net gearing
position) Kumpulan, yang menurun dari
72% pada akhir April 2007 kepada 12%
pada April 2009. Sebagai makluman, ini
tidak mengambilkira perolehan-perolehan
dari jualan Wisma Glomac 3 dan Blok B
Glomac Business Centre. Pelupusan keduadua bangunan ini akan meningkatkan
jumlah tunai lebih daripada RM72 juta,
yang akan mengukuhkan lagi kunci kira-kira
Kumpulan, dan seterusnya menambahkan
lagi modal pusingan untuk menyokong
aktiviti-aktiviti pembangunan hartanah yang
lebih besar, di samping dapat membiayai
pemilikan tanah-tanah pembangunan.
DIVIDEN
Pihak Lembaga kami mencadangkan
dividen kasar akhir sebanyak 3.5 sen ditolak
25% cukai bagi tahun kewangan yang
berakhir pada 30hb April 2009. Dengan
kejayaan penjualan hartanah tersebut
yang telah dibuat pada tahun 2009,
Lembaga Pengarah telah mencadangkan
pembayaran Dividen Khas (Special Dividen)
sebanyak 1sen sesaham setelah ditolak
cukai sebanyak 25% ,termasuk dividen
interim sebanyak 2.5sen sesaham yang
dikecualikan daripada cukai yang telah
dibayar pada bulan Mei 2009. Sekiranya
cadangan Dividen Khas ini diluluskan,
ia akan menjadikan jumlah keseluruhan
pembayaran dividen Glomac bagi tahun
kewangan berakhir 2009 berjumlah 7sen
sesaham berbanding jumlah dividen
sebanyak 5 sen sesaham yang dikecualikan
cukai yang telah dibayar pada tahun
kewangan berakhir 2008.
Dengan mengambil kira dividen interim
sebanyak 2.5 sen sesaham yang
dikecualikan cukai dibayar dalam bulan
Mei 2009, jumlah dividen Glomac bagi
tahun kewangan yang berakhir pada 2009
mencakupi 6 sen sesaham, atau sebanyak
7% kadar dividen kasar, jika cadangan
dividen akhir diluluskan. Ini berbanding
dengan 5 sen sesaham yang dikecualikan
cukai yang dibayar pada tahun kewangan
yang berakhir pada 2008.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
23
Perutusan Pengerusi (samb’)
Kumpulan sentiasa memperuntukkan
pulangan dividen yang bermakna
kepada para pemegang saham, sambil
memperuntukkan jumlah simpanan yang
mencukupi untuk memelihara pertumbuhan
dalam aktiviti-aktiviti pembangunan utama.
Sehingga kini, kami berjaya mencatatkan
rekod pembayaran dividen yang berterusan
sejak disenarai-awamkan dalam bulan
Jun 2000. Hasrat kami adalah untuk
mengekalkan rekod keuntungan yang
kukuh demi untuk memberikan pulangan
berterusan kepada para pemegang saham
melalui pembayaran dividen yang baik dan
sentiasa meningkat.
LATARBELAKANG OPERASI
Setelah tiga tahun berturut-turut menikmati
pertumbuhan yang menggalakkan, ekonomi
Malaysia mencatatkan peningkatan
yang lebih rendah iaitu 4.7% pada 2008
berbanding 6.3% pada 2007. Peningkatan
yang lebih tinggi dalam separuh penggal
pertama disurutkan oleh penurunan runcing
dalam kegiatan ekonomi yang diakibatkan
oleh krisis gadai janji subprima di Amerika
Syarikat. Ia telah memberi kesan terhadap
pasaran-pasaran kewangan global, dan
seterusnya merebak kepada ekonomi
sebenar. Malaysia akhirnya merekodkan
kejatuhan dalam pertumbuhan KDNK
sebanyak -6.2% dalam suku penggal
pertama tahun 2009.
Isu-isu utama seperti kenaikan hargaharga minyak dan tekanan inflasi pada
peringkat awal tahun 2008 menyebabkan
berlaku kebimbangan terhadap kejatuhan
yang ketara dalam kadar pertumbuhan
pada peringkat akhir tahun berkenaan.
Susulan dari itu, Bank Negara telah
menurunkan kadar-kadar faedah asasnya
untuk mendorong pertumbuhan. Kadar
24
GLOMAC BERHAD (110532-M)
Dasar Semalaman (Overnight Policy Rate)
telah diturunkan sebanyak 150 mata asas
kepada 2% dalam bulan November 2008,
yang mengakibatkan Kadar Berian Pinjaman
Asas (Base Lending Rate) menurun dari
kadar purata 6.75% kepada 5.55% pada
masa ini.
Jualan hartanah di Malaysia begitu laris
dalam separuh penggal pertama tahun
2008 di mana nilai transaksi hartanah
perumahan melonjak 35.5% setahun,
tetapi menguncup sehingga 3.0% dalam
separuh penggal kedua tahun berkenaan.
Keseluruhannya sektor hartanah domestik
masih mencapai pertumbuhan sepanjang
tahun. Pusat Maklumat Hartanah Negara,
dalam laporan Pasaran Hartanah Malaysia
2008, menyatakan bahawa traksaksi
hartanah meningkat sebanyak 9.9% kepada
340,240 di tahun 2008 berbanding 309,455
di tahun 2007. Nilai transaksi meningkat
sebanyak 14.5% kepada RM88.34 bilion
dari RM77.14 bilion.
Situasi-situasi ekonomi sebegini telah
memberi kesan yang negatif terhadap
persekitaran operasi kami. Walaupun kos
bahan-bahan pembinaan telah stabil, daya
rangsangan pemulihan ekonomi memainkan
peranan penting dalam menentukan arahtuju strategik terdekat bagi aktiviti-aktiviti
pembangunan kami.
ULASAN OPERASI
Pembangunan Hartanah
Bahagian pembangunan hartanah
Kumpulan telah menempuh pelbagai
cabaran sepanjang tahun kewangan
yang berakhir pada April 2009. Harga
bahan-bahan binaan utama yang semakin
meningkat seperti simen dan besi telah
ANNUAL REPORT 2009
memberi tekanan terhadap kadar-kadar
keuntungan, dan keyakinan para pembeli
terus menurun apabila krisis kewangan
global berlaku dan ini menjadikan suasana
ekonomi semakin tidak menentu.
Berlandaskan kedudukan ini, Kumpulan
telah membuat keputusan strategik untuk
menangguhkan kegiatan pelancaran
hartanah-hartanah baru dan menumpukan
kepada penyiapan segera projekprojek yang sedang dilaksanakan. Kami
berbangga kerana telah berjaya menambah
tiga lagi projek baru ke dalam portfolio
pembangunan kami sepanjang tempoh
kewangan tahun 2008, iaitu Glomac
Tower, bangunan komersial utama kami di
kawasan kejiranan utama Kuala Lumpur
City Centre, Glomac Galleria, projek
komersial di Sri Hartamas yang pesat
membangun, dan Seri Bangi, projek
pembangunan campuran di Bandar
Baru Bangi. Dalam tahun kewangan
2009 yang baru berakhir, Kumpulan
telahpun menguruskan dua belas projek
pembangunan secara serentak, dan
sebagai bukti keutuhan pembangunan dan
pengurusan kami, kesemua projek yang
dalam perlaksanaan telah siap mengikut
jadual atau sedang dalam proses untuk siap
sepertimana yang dijadualkan. Suria Stonor,
projek kondominium mewah di tengah
kota, telah diserahkan secara rasmi kepada
pemilik kediaman masing-masing pada
Julai 2008.
Kami juga berjaya melancarkan ‘Pameran
Glomac 360o, satu kempen promosi yang
berlangsung dari 20hb Mac hingga 30hb
April 2009, yang mempamerkan produkproduk hartanah kami. Insentif-insentif
seperti 100% pembiayaan bagi hartanahhartanah terpilih, pinjaman tanpa faedah
semasa tempoh pembinaan, pemansuhan
yuran guaman ke atas Perjanjian Jual-Beli
(SPA) dan dokumentasi pinjaman, serta
program-program pembayaran mudah
telah diberikan. Dari seluruh pengunjung
pameran yang hadir memberi sokongan,
kami berupaya menjadikan ramai dari
kalangan mereka sebagai pemilik kepada
hartanah-hartanah Glomac yang bermutu.
Keseluruhannya, di sebalik persekitaran
pasaran yang mencabar, Kumpulan berjaya
memperoleh jualan-jualan baru berjumlah
RM172 juta dalam tahun kewangan yang
berakhir pada April 2009, berbanding
dengan RM339 juta yang dicatatkan
dalam tahun kewangan sebelumnya
(tidak termasuk RM577 juta jualan secara
keseluruhan “en-bloc” Glomac Tower).
Glomac Tower
Pembinaan adalah mengikut jadual bagi
projek komersial pertama kami di kawasan
perdagangan paling dikehendaki di
Kuala Lumpur, iaitu di persekitaran KLCC
Petronas Twin Towers. Kerja-kerja substruktur, yang dimulakan pada April 2008,
kini giat dijalankan dan dijangka siap dalam
separuh penggal kedua 2009. Kerja-kerja
pembinaan akan dimulakan kemudiannya
dengan tempoh penyiapan sepenuhnya
dalam tahun 2011.
Sehingga kini, kami telah memperoleh
hampir separuh dari jualan secara
berkelompok yang dinilaikan sebanyak
RM577 juta, dan Glomac Tower akan terus
menjadi penyumbang utama pendapatan
dan aliran tunai kepada Kumpulan untuk
tempoh dua tahun kewangan selanjutnya.
Bandar Saujana Utama
Perbandaran yang pesat membangun dan
bereputasi ini adalah kebanggaan bagi
Glomac. Sejak ditubuhkan satu dekad
dahulu, hampir RM1 bilion dari hartanahhartanah komersial dan kediaman telah
berjaya dijual. Perbandaran ini kini amat
dikenali dengan hab komersial yang
merangkumi pasaraya mega, pusat belibelah dan bangunan pejabat-kedai, dan
kemudahan awam yang komprehensif,
termasuk sebuah pusat rumah kelab
(clubhouse) khusus bagi penduduk
setempat, sekolah-sekolah rendah dan
menengah, balai polis, taman-taman
permainan kanak-kanak dan pejabat
pos, yang mana kesemuanya membawa
keselesaan kepada lebih dari 3,000 orang
penghuni yang mengimpikan kehidupan
komuniti yang bermutu dalam perbandaran
ini. Kami merasa terharu dengan maklumbalas bahawa Bandar Saujana Utama terus
berkembang menjadi satu lokasi terpilih di
daerah Sungai Buloh.
Permintaan terhadap hartanah kediaman
dan komersial bertaraf sederhana di
perbandaran ini tetap menggalakkan, dan ia
terus-menerus menjadi daya tarikan kepada
pelbagai segmen pasaran, termasuklah di
kalangan kakitangan kerajaan. Pembukaan
kampus pengajian tinggi UiTM yang
baru di kawasan kejiranannya sudah
pasti akan melipat-gandakan permintaan
terhadap hartanah kami. Kumpulan telah
melancarkan hartanah-hartanah terkini
dalam perbandaran ini dengan nilai melebihi
RM100 juta dalam tahun kewangan yang
baru berakhir, dan merancang untuk
melancarkan lagi produk-produk hartanah
bagi menampung permintaan di masa
hadapan.
Projek-projek Dalam Perancangan
Walaupun tiada tanda-tanda yang
menunjukkan pemulihan ekonomi global
yang jelas sehingga kini, namun keyakinan
telah mula meningkat bahawa kemerosotan
ekonomi yang teruk telahpun berlalu. Atas
landasan ini, Kumpulan telah bersedia
dengan projek-projek terkini untuk
dilancarkan dalam usaha memperoleh
jualan-jualan baru sebaik sahaja proses
pemulihan ekonomi mula menampakkan
kesan ketara. Glomac mempunyai
hartanah-hartanah baru dengan Nilai
Pembangunan Kasar (Gross Development
Value) yang dianggarkan melebihi RM1.4
bilion untuk dilancarkan.
Glomac Damansara
Glomac Damansara dianggap sebagai
sebuah penempatan pegangan bebas
di Kuala Lumpur yang berprestij di
persekitaran utama Damansara. Dengan
lokasi yang terletak di sepanjang Jalan
Damansara yang strategik, pembangunan
hartanah campuran ini mempunyai menaramenara pejabat, kedai-kedai pejabat,
apartmen yang lengkap diselenggara,
kedai-kedai butik dan suit-suit pejabat, yang
kesemuanya dapat digabungkan menjadi
satu ciptaan kehidupan yang sempurna dan
harmoni, dengan komponen-komponen
gaya-hidup yang bertemakan ‘live-workplay’. Projek ini memiliki Nilai Pembangunan
Kasar (Gross Development Value) sebanyak
RM800 juta, yang akan dibangunkan dalam
tempoh lima tahun lagi.
Fasa pertama telah dilancarkan pada Mac
2009, yang mengandungi 12 blok 5 & 8
tingkat bangunan pejabat-kedai bernilai
RM53 juta. Dalam jangkamasa yang singkat
ini, kami diberitahu bahawa maklum-balas
awal terhadap projek ini amat positif,
dengan 50% telah terjual. Serentak dengan
itu, kami juga sedang memasarkan menara
pejabat 15-tingkat secara jualan kelompok.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
25
Perutusan Pengerusi (samb’)
Glomac Cyberjaya
Diperoleh pada 2008, tanah pegangan
bebas seluas 8.1 ekar ini terletak dengan
strategiknya dalam Cyberjaya Flagship
Zone, yang menempatkan perbadananperbadanan multi-nasional seperti HSBC,
IBM, DHL, BMW, Ericsson, NTT dan Fujitsu
sebagai jiran-jiran korporatnya.
Glomac Cyberjaya mengandungi bangunan
pejabat-kedai 3-tingkat dan sebuah Pusat
Data & Panggilan dengan anggaran Nilai
Pembangunan Kasar (Gross Development
Value) sebanyak RM180 juta. Fasa pertama
yang mengandungi 39 buah pejabatkedai bernilai RM64 juta telah dibuka
untuk pendaftaran pada Mac 2009, dan
dilancarkan pada Jun 2009. Kami percaya
projek kami akan menjadi yang pertama
di Cyberjaya yang menawarkan bangunan
pejabat-kedai 3-tingkat untuk dijual. Pusat
Data & Panggilan kami yang bernilai RM75
juta juga telah siap untuk jualan.
Lain-lain Projek
Dua projek lain yang dirancang untuk
dilancarkan termasuklah pembangunanpembangunan komersial dalam Mutiara
Damansara dan Kelana Jaya yang mewakili
kawasan-kawasan pesat membangun.
Projek komersial kami di Mutiara
Damansara, dengan anggaran Nilai
Pembangunan Kasar sebanyak RM250
juta, akan dibangunkan di atas 1.3 ekar
tanah pegangan bebas yang kami peroleh
dalam tahun 2008. Pembangunan ini yang
dikelilingi hub-hub komersial seperti IKEA,
Tesco dan the Curve, akan merangkumi
ruang-ruang kedai, suit-suit pejabat dan
sebuah pejabat korporat. Terletak di atas
tanah tinggi yang berhadapan dengan
Lebuhraya Damansara-Puchong dan
26
GLOMAC BERHAD (110532-M)
Kerinchi Link, projek ini kelak akan menjadi
mercu tanda yang terserlah dan disegani di
Mutiara Damansara.
Plaza Kelana Jaya, dengan kawasan
pejalan kaki tepi tasik yang mengkagumkan,
telah menjadi pembangunan komersial
yang berjaya bagi Kumpulan. Sehingga
kini, sebanyak RM122 juta pejabat-kedai
telah dijual. Para pemilik hartanah ini turut
berkongsi kejayaan, di mana hartanah
mereka berupaya meraih pulangan sewa
yang tinggi iaitu sebanyak 8 % dengan
anggaran kadar peningkatan nilai hartanah
sebanyak 50 % berbanding dengan harga
semasa pelancaran.
Untuk mengambil kesempatan dari
kejayaan pembangunan hartanah ini, kami
sedang merancang untuk melancarkan fasa
keempat Plaza Kelana Jaya. Pembangunan
ini akan dibina di atas tanah pegangan
bebas seluas 3.2 ekar, yang mengandungi
sebuah blok pejabat, pusat beli-belah dan
suit-suit pejabat. Nilai Pembangunan Kasar
(Gross Development Value) bagi projek ini
adalah dalam lingkungan RM250 juta.
Pengurusan dan Pelaburan Hartanah
Bahagian Pengurusan Hartanah kami, di
bawah Glomac Property Services Sdn Bhd,
menguruskan lebih dari 3,000 unit hartanah
kediaman dan komersial. Bahagian ini
memberi tumpuan secara berterusan
dalam mempertingkatkan dan memperbaiki
portfolio hartanah pelaburan kami selaras
dengan usaha untuk mencapai pulanganpulangan yang lebih tinggi dan peningkatan
kadar nilai hartanah yang lebih baik. Kami
berbesar hati untuk melaporkan bahawa
secara puratanya, kadar kependudukan
bagi ruang komersial Kumpulan yang
meliputi 276,000 kaki persegi telah kekal
baik pada tahap 90%.
ANNUAL REPORT 2009
1
6
4
2
7
3
5
1.
2.
3.
4.
5.
6.
7.
Plaza Glomac
Plaza Glomac
Glomac Galleria
Glomac Tower
Suria Residen
Glomac Cyberjaya
Glomac Al Batha Mutiara
Perutusan Pengerusi (samb’)
Pada Februari 2009, usaha-usaha kami
akhirnya membuahkan hasil apabila Glomac
memeterai perjanjian untuk menjual Wisma
Glomac 3 kepada Perbadanan Nasional
Berhad dengan harga RM50 juta. Hartanah
ini merupakan sebahagian dari Kompleks
Kelana Centre Point (KKCP), yang terletak
di Kelana Jaya. Ia merupakan salah satu
dari tiga blok menara pejabat 13-tingkat
di dalam KKCP. Dengan mengambilkira
situati-situasi pasaran yang mencabar, kami
merasa amat berbesar hati kerana berupaya
membuat penjualan pada nilai harga
yang memuaskan dan ini membuktikan
ketinggian daya tarikan hartanah pelaburan
tersebut. Penjualan Wisma Glomac 3
dijangka dapat diselesaikan dalam tahun
kewangan semasa dan akan meningkatkan
pulangan sebanyak RM4.4 juta.
Pada bulan Ogos 2009 baru-baru ini, kami
teleh memeterai transaksi penjualan aset
kepada Koperasi Kakitangan Bank Rakyat
Berhad dengan harga pertimbangan bernilai
RM22.6 juta. Penjualan Blok B, Glomac
Business Centre (GBC) ini adalah pelupusan
secara jualan kedua Glomac pada tahun
ini .GBC merupakan pembangunan
komersial pertama Glomac di Kelana Jaya
yang telah siap dibina pada tahun 1994.
Blok B terdiri daripada 9 tingkat bangunan
pejabat dengan keluasan ruang boleh sewa
(“lettable”) sebanyak 48,814 kaki persegi.
Pelupusan daripada penjualan hartanah
ini akan menghasilkan perolehan kira-kira
RM4.6 juta.
Dalam keadaan pasaran yang sangat
mencabar ini, kami amat gembira
kerana telah dapat menjual kedua-dua
hartanah tersebut dengan nilai pasaran
yang berpatutan, sekaligus meningkatkan
kemampuan Glomac dalam melaksanakan
strategi pasaran bagi meningkatkan
28
GLOMAC BERHAD (110532-M)
pelaburan serta menguatkan keyakinan
pelabur terhadap kualiti serta nilai hartanah
komersial Glomac.
Kumpulan akan meneruskan amalannya
yang ketat dalam memperbaiki dan
menyelenggara hartanah-hartanah
pelaburan kami, dengan meletakkan
mereka dalam keadaan yang sentiasa baik
untuk mencapai kadar kependudukan
yang tinggi dengan pulangan-pulangan
yang baik. Amalan ini tentunya akan dapat
memelihara nilai pasaran hartanah-hartanah
berkenaan, dan memberikan kami fleksibiliti
untuk menjual hartanah-hartanah pelaburan
yang kurang penting jika peluang menyusul
kelak.
Pembinaan
Kami memiliki pandangan yang berwaspada
mengenai sektor pembinaan. Selaras
dengan itu, kami mengambil langkah untuk
mengurangkan aktiviti pembinaan pada
tahun lepas. Walaupun kami mempunyai
beberapa projek pembinaan luaran yang
harus disiapkan, kami memutuskan untuk
tidak meneroka kontrak-kontrak baru dan
memberi tumpuan untuk menyalurkan
sokongan kepada bahagian pembangunan
hartanah Kumpulan.
Kedudukan sektor pembinaan semakin
bertambah baik dengan harga bahanbahan binaan semakin stabil dan adanya
rancangan-rancangan rangsangan ekonomi
oleh kerajaan. Walau bagaimanapun kami
kekal berwaspada, dan akan meneliti
sepenuhnya sebelum mengambil kontrakkontrak pembinaan luaran yang baru.
Pengurusan Tempat Letak Kereta
Bahagian Pengurusan Tempat Letak Kereta,
di bawah Excel Parking, kini menguruskan
ANNUAL REPORT 2009
tempat-tempat letak kereta di menaramenara pejabat, pusat-pusat komersial dan
beli-belah, hotel serta kawasan-kawasan
terbuka. Keseluruhannya, kami sekarang
menguruskan lebih dari 8,000 kenderaan
sehari di Lembah Klang.
PEMBANGUNAN KORPORAT
Perlantikan Ketua Pegawai Eksekutif
Kumpulan
Saya merasa berbesar hati untuk
memaklumkan bahawa pada 24hb Mac
2009, Dato’ F.D. Iskandar bin Tan Sri Dato’
F.D. Mansor telah dilantik oleh Lembaga
Pengarah sebagai Ketua Pegawai Eksekutif
Kumpulan, jawatan yang sebelum ini
dipegang oleh saya. Saya akan terus
memberikan sokongan kepada Lembaga
dan berkhidmat untuk Kumpulan melalui
kapasiti saya sebagai Pengerusi Eksekutif
Kumpulan.
Dato’ F.D. Iskandar mula menyertai
Kumpulan pada 1991. Beliau pada awalnya
telah dilantik ke dalam Lembaga pada
1997, dan kemudiannya menyandang tugas
sebagai Pengarah Urusan Kumpulan pada
2005. Beliau telah mengukir pengalaman
yang bernilai selama beberapa tahun dalam
operasi harian serta perancangan strategik
Glomac. Rakan-rakan sekerja dan saya
sendiri memiliki kepercayaan yang tinggi
bahawa Dato’ F.D. Iskandar mempunyai ciriciri yang sesuai untuk terus mengukuhkan
kejayaan-kejayaan Glomac, dan memimpin
Kumpulan ke tahap-tahap yang lebih
tinggi sebagai Ketua Pegawai Eksektuif
Kumpulan. Para ahli Lembaga dan saya
yakin beliau akan terus cemerlang dalam
tugas barunya.
Perlantikan Pengarah Bukan Eksekutif
Bebas Tambahan
Saya juga mengambil kesempatan ini untuk
merakamkan ucapan selamat datang
kepada Datuk Ali Tan Sri Abdul Kadir ke
dalam Lembaga Glomac. Pada 20hb
Februari 2009, Datuk Ali Tan Sri Abdul
Kadir telah dilantik sebagai pengarah
bukan eksekutif bebas Kumpulan. Pada
tarikh yang sama, Datuk Ali Tan Sri Abdul
Kadir juga telah dilantik sebagai ahli
jawatankuasa audit Kumpulan. Perlantikan
beliau ke dalam jawatankuasa adalah untuk
mengisi kekosongan jawatan, susulan
perletakan jawatan Datuk F.D. Iskandar
sebagai ahli jawatankuasa audit Kumpulan
pada 30hb Januari 2009. Pada 24hb
Januari 2009, Datuk Ali Tan Sri Abdul
Kadir telah diberi perlantikan baru sebagai
Pengerusi jawatankuasa audit Kumpulan,
menggantikan Senator Dato’ Hj. Ikhwan
Salim Dato’ Hj Sujak, yang telah
diberi perlantikan baru sebagai ahli
jawatankuasa audit.
Datuk Ali Tan Sri Abdul Kadir membawa
bersama-sama beliau pengalaman yang
luas di bidang perakaunan, di mana beliau
sebelum ini adalah Rakan Kongsi dan
Pengerusi Eksekutif Ernst and Young,
serta penglibatan beliau dalam pengurusan
pasaran modal melalui tugasnya sebagai
Pengerusi Securities Commission of
Malaysia. Saya mengalu-alukan nasihat
dan sumbangan beliau yang tidak ternilai
kepada Lembaga.
Cadangan Jualan Wisma Glomac 3
Pada 11hb Februari 2009, anak syarikat
penuh Glomac, Kelana Centre Point
Sdn Bhd, memeterai Perjanjian Jual-Beli
dengan Perbadanan Nasional Berhad
bagi penjualan Wisma Glomac 3, blok
pejabat 13-tingkat yang terletak dalam
pembangunan komersial yang dikenali
sebagai Kompleks Kelana Centre Point
(‘KKCP’) pada harga RM50 juta. KKCP
merupakan pembangunan komersial
campuran dalam lokasi yang strategik di
Kelana Jaya yang mengandungi Blok A
(380 unit pejabat-kedai dalam kompleks
10-tingkat) dan Blok B, C dan D (tiga blok
menara pejabat 13-tingkat). Penjualan ini,
apabila selesai kelak, akan menambah
pulangan sebanyak RM4.4 juta.
PENTADBIRAN KORPORAT
Para ahli Lembaga Pengarah Glomac sedia
maklum kepentingan pentadbiran korporat
dalam menyemai keyakinan di kalangan
para pemegang saham dan pelabur
dalam Kumpulan. Semenjak penyenaraian
Kumpulan dalam tahun 2000, Lembaga
anda telah bertungkus-lumus memastikan
kepatuhan Glomac terhadap prinsipprinsip dan amalan-amalan cemerlang Kod
Pentadbiran Korporat Malaysia. Adalah
menjadi matlamat Lembaga untuk sentiasa
berusaha ke arah tahap pentadbiran
korporat yang lebih tinggi.
Dengan mengambilkira hal ini, saya ingin
memaklumkan kepada para pemegang
saham bahawa dalam tahun kewangan
2009 yang baru sahaja berakhir, tugastugas Pengerusi Eksekutif Kumpulan
Glomac dan Ketua Pegawai Eksekutifnya
telah diasingkan. Lembaga anda menyedari
potensi berlakunya konflik hak disebabkan
penggabungan dua tugas berlainan yang
disandang oleh individu yang sama.
Dengan itu, demi mendokong pentadbiran
korporat yang baik, Lembaga anda telah
memutuskan untuk memisahkan dua tugas
berkenaan bagi memastikan kejelasan
kuasa dan tanggungjawab.
Susulan dari itu, pada 24hb Mac 2009, saya
telah melepaskan jawatan sebagai Ketua
Pegawai Eksekutif Glomac. Jawatan ini
telahun disandang oleh Dato’ F.D. Iskandar
bin Tan Sri Dato’ Mohamed Mansor,
sementara saya kekal sebagai Pengerusi
Eksekutif Kumpulan.
Dengan perlantikan Datuk Ali Tan Sri Abdul
Kadir ke dalam Lembaga, jawatankuasa
audit Glomac kini mengandungi tiga
orang pengarah bukan eksekutif bebas,
selari dengan Syarat-syarat Penyenaraian
Pasaran Utama Bursa Sekuriti Bab 15.9(6)
yang menyatakan bahawa kesemua ahli
jawatankuasa audit mestilah dari kalangan
pengarah bukan eksekutif, dengan
majoritinya adalah para pengarah bebas.
Perhubungan Pelabur
Glomac juga menekankan kepada
keperluan ketelusan korporat, komunikasi
yang berkesan serta penyampaian
maklumat yang cekap kepada para
pemegang saham dan pelabur awam.
Selain dari Laporan Kewangan kami,
yang memberi ulasan tentang prestasi
operasi dan kewangan Kumpulan, serta
pelbagai pengumuman yang dibuat ke
Bursa Sekuriti, Glomac turut menyediakan
seksyen perhubungan pelabur yang
dedikasi dalam laman web kami, www.
glomac.com.my. Seksyen ini merupakan
pengkalan maklumat yang berkaitan
untuk para pelabur dan pemegang saham
yang mana antara lainnya mengandungi
maklumat kewangan dan saham, maklumat
dividen serta pelbagai pengumuman bagi
bursa saham. Kami mengalu-alukan anda
untuk melayari seksyen ini yang dikemaskini
dari masa ke semasa.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
29
Perutusan Pengerusi (samb’)
Pelbagai program perhubungan pelabur
yang lain lagi telah dilaksanakan bagi
komuniti pelabur untuk mengemaskinikan
mereka dengan perkembangan korporat
dan prestasi kewangan Glomac. Seiring
dengan itu, Glomac menganjurkan
taklimat-taklimat kepada para penganalisa
dan pengurus dana mengenai keputusankeputusan kewangan Kumpulan yang
dikeluarkan setiap suku tahun. Kumpulan
mengambil pendekatan yang pro-aktif
dalam mendekati komuniti pelabur melalui
perjumpaan kumpulan-kumpulan kecil,
jamuan makan tengahari dan mengambil
bahagian dalam pameran bergerak serta
persidangan pelabur yang dianjurkan oleh
syarikat-syarikat broker saham di Malaysia
dan juga di luar negara dalam usaha untuk
memperkenalkan Kumpulan kepada para
pelabur tempatan dan asing. Aktiviti-aktiviti
ini selalunya diterajui oleh para pengarah
eksekutif Glomac, yang dibantu oleh
pengurus perhubungan pelabur kami.
PROSPEK-PROSPEK
Situasi selama 18 bulan yang lepas tidak
menenangkan bagi pasaran kewangan dan
ekonomi dunia. KDNK Malaysia dalam
beberapa penggal yang lepas mencatatkan
pertumbuhan yang perlahan, dan terus
merosot pada penggal terakhir yang
dicatatkan. Namun, tanggapan pasaran
merumuskan ekonomi Malaysia dijangka
kekal rendah pada penggal pertama
tahun 2009, dan pertumbuhan KDNK
dijangka akan bertambah baik di penggalpenggal yang berikutnya berdasarkan
petanda-petanda utama seperti pemulihan
berterusan dalam eksport dan pengeluaran
industri.
Sepanjang jangkamasa ini, adalah
memberangsangkan untuk melihat
usaha kerajaan yang pro-aktif dalam
30
GLOMAC BERHAD (110532-M)
memperkenalkan pelbagai langkah
bagi mengatasi kemerosotan ekonomi,
khususnya dua pakej rangsangan yang
berjumlah RM67 bilion. Kerajaan juga telah
memperbaiki sistem perlaksanaannya
dalam memastikan proses implementasi
yang pantas untuk projek-projek yang
telah dikenalpasti di bawah pakej-pakej
berkenaan.
Terdapat juga langkah-langkah khas yang
diambil oleh kerajaan untuk meningkatkan
jualan hartanah. Polisi kewangan yang telah
dilonggarkan telah memperbaiki kecairan
dan menjadikan pembelian-pembelian
hartanah dalam kemampuan para pembeli.
Satu lagi langkah yang diperkenalkan
adalah peruntukan kredit untuk cukai
sehingga RM10,000 setahun bagi tempoh
tiga tahun pertama ke atas faedah pinjaman
perumahan bagi hartanah-hartanah baru di
antara Mac 2009 dan Mac 2010.
Keadaan ekonomi keseluruhannya telah
memperlihatkan tanda-tanda kestabilan,
dan dengan langkah-langkah positif ini kami
menaruh harapan akan berlaku pemulihan
yang berterusan terhadap keyakinan
pasaran dan suasana perniagaan. Walau
apapun, Glomac tidak akan berganjak dari
kewaspadaan kami dalam kawalan kos
dan pendisiplinan kewangan, penyiapan
produk-produk hartanah mengikut
jadual dan kelicinan perlaksanaan
pelan-pelan perniagaan kami. Ini adalah
untuk memastikan Kumpulan berada di
kedudukan yang baik untuk mengambil
kesempatan dari potensi ekonomi yang
semakin mengukuh dan sentimen yang
lebih baik dalam sektor hartanah.
Setelah banyak membuat perancangan,
saya berbesar hati untuk memaklumkan
bahawa Glomac sedang bersiap sedia
untuk melancarkan projek-projek baru kami
ANNUAL REPORT 2009
yang berpotensi untuk menjana sebanyak
RM1.4 juta dalam Nilai Pembangunan Kasar
(Gross Development Value). Terbangunnya
hartanah-hartanah di Glomac Damansara
dan Glomac Cyberjaya, dan hartanahhartanah komersial di Mutiara Damansara
dan Fasa 4 Plaza Kelana Jaya, akan
memastikan Glomac terus kekal menyerlah
di pasaran, dengan produk-produk yang
baru dan berinovatif untuk memenuhi
permintaan pasaran. Kami berbangga
dengan pembangunan-pembangunan
hartanah yang berprestij ini, yang berpotensi
untuk menjadi mercu-mercu tanda dalam
lokasi-lokasi yang sangat dikehendaki ini.
Adalah amat memberangsangkan untuk
melihat corak arah tuju jualan Kumpulan
yang semakin meningkat sejak April 2009.
Melangkah maju ke hadapan, tidak syak lagi
projek-projek baru ini akan merancakkan
lagi pertambahan portfolio pembangunan
kami yang akan terus mengekalkan
pertumbuhan jualan keseluruhan, dan
selanjutnya akan menjana keuntungankeuntungan yang baik dalam tahun
kewangan semasa dan di masa hadapan.
TANGGUNGJAWAB SOSIAL
KORPORAT
Tanggungjawab sosial korporat merupakan
bahagian penting wawasan Glomac dalam
membina bukan sahaja rumah kediaman
dan kedai pejabat malah juga komuniti bagi
pemilik-pemilik rumah. Tanggungjawab
sosial korporat mempunyai pengaruh yang
kuat dalam proses membuat keputusan
bagi kumpulan. Falsafah kami adalah untuk
menyumbang, dimana sebagai warga
korporat yang bertanggungjawab, dalam
merealisasikan sebuah masyarakat yang
lebih makmur dengan menggunakan asetaset serta keupayaan syarikat.
Plaza Glomac
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
31
Perutusan Pengerusi (samb’)
Glomac telah mempunyai trek rekod
yang lama dalam membantu masyarakat
melalui pelbagai cara, terutamanya
memberi pelbagai sumbangan terhadap
program-program kebajikan. Kumpulan
telah menunjukkan komitmen dan
tanggungjawabnya dengan memberi
sumbangan kepada Kanak-kanak Istimewa
SMK SAUJANA UTAMA pada bulan Ogos
2008. Majlis tersebut telah dihadiri oleh
lebih daripada 100 kanak-kanak istimewa
dan para guru. Bagi pihak Glomac, secara
peribadinya saya telah hadir menyerahkan
sumbangan kepada Tabung PIBG, Sekolah
Teknik Shah Alam pada bulan Oktober
2008. Dana itu telah dibuat bagi meraikan
pelajar-pelajar yang mendapat keputusan
cemerlang dalam bidang akademik serta
bidang ko-kurikulum.
Glomac meneruskan usahanya dalam
membantu kearah masyarakat yang lebih
baik dengan memberi bantuan kepada
program-program yang memberi kesan
positif kepada pelbagai kaum. Sehubungan
dengan itu, Glomac telah memberi
sumbangan kepada Institut Wartawan
Malaysia (MPI) sempena Malam Wartawan
Malaysia 2009 serta Persatuan Pandu
Puteri Malaysia, Cawangan Selangor
bersempena dengan Karnival Persatuan
Pandu Puteri Malaysia 2009. Kumpulan
juga dengan bermurah hati mendermakan
tingkat bawah ‘basement’ terletak dalam
Kompleks Kelana Centre Point kepada
St. Johns Ambulance Malaysia Kawasan
Selangor Utara Training Centre sejak tahun
2006 bagi memudahkan program latihan
untuk para pekerja St. John Ambulance.
Glomac telah memberi sokongan kepada
The Edge-Bursa Malaysia Kuala Lumpur
Rat Race sejak tahun 2001. Ini merupakan
acara amal tahunan yang menjadi platfom
32
GLOMAC BERHAD (110532-M)
bagi syarikat korporat Malaysia dalam
membantu golongan yang memerlukan.
Kami merasakan acara ini bukan sahaja
tempat untuk membina rangkaian di
kalangan syarikat korporat malah para
pekerja berpeluang menumpukan masa dan
tenaga mereka terhadap kerja amal.
Glomac sentiasa memberi sokongan
terhadap kebajikan masyarakat serta
institusi pendidikan tempatan. Sejak tiga
tahun yang lepas, Glomac telah menyertai
Program Tajaan surat khabar New Straits
Times kepada para pelajar sekolah dari
SMK Saujana Utama dan Sri Saujana
telah dipilih bagi menerima akhbar-akhbar
percuma sebagai satu cara efektif yang
dalam memupuk tabiat membaca bagi para
pelajar serta bagi meningkatkan kemahiran
mereka dalam bahasa Inggeris, dan
seterusnya meningkatkan kecemerlangan
pencapaian akademik mereka.
Bulan suci Ramadhan menandakan bulan
puasa bagi umat Islam. Ia juga merupakan
bulan yang baik untuk memberi zakat
kepada golongan miskin dan kurang
bernasib baik. Bagi meraikan bulan
puasa dengan lebih bermakna, Glomac
meneruskan acara tradisi tahunannya
dengan mengadakan Majlis Berbuka
Puasa dengan Anak Yatim Rumah Aman.
Selain sumbangan kepada Rumah Aman,
anak-anak yatim tersebut diraikan dengan
hidangan makan malam yang istimewa
serta pemberian pakaian seragam sekolah
serta duit raya.
PENGIKTIRAFAN
Tahun ini, Glomac menyambut ulang
tahunnya yang ke-21. Glomac telah
berusaha dengan gigih dalam tempoh
dua dekad ini melalui pembangunan
ANNUAL REPORT 2009
projek-projek hartanah yang berkualiti
bagi perkembangan komuniti masyarakat.
Saya turut amat berbangga dengan
rekod prestasi Glomac yang cemerlang
termasuklah membuat perubahan terhadap
kawasan Kelana Jaya kepada bandar
satelit yang indah; membuat pembangunan
terhadap Bandar Saujana Utama kepada
sebuah perbandaran yang berkembang
maju; serta menyediakan kediaman terawal
yang berkonsepkan komuniti berpagar dan
berpengawal iaitu Aman Suria Damansara
kepada para penduduk Petaling Jaya.
Bermula dengan membina kondominium
mewah pertama kami iaitu Prima 16, di
Seksyen 16 Petaling Jaya, Kumpulan
semakin berkembang maju dengan
membangunkan kondominium mewah
pertama kami iaitu Suria Stonor, yang
terletak di Pusat Bandar Kuala Lumpur.
Projek yang menjadi lambang kemegahan
terbaru kami iaitu Glomac Tower merupakan
projek komersial bertingkat tinggi “high-rise”
bertaraf Gred A di tengah Bandaraya Kuala
Lumpur.
Bagi meraikan Ulangtahun ke-21 Glomac,
Kumpulan menawarkan 21 ganjaran
hebat bagi para pembeli hartanah kami.
Selain daripada insentif-insentif yang telah
ditawarkan program pemasaran terdahulu,
kami turut menawarkan ganjaran lain
seperti adalah menawar ganjaran-ganjaran
tambahan seperti percuma duti setem
pindah milik, skim-skim kesetiaan, tempoh
jaminan dilanjutan, diskaun pengunjung
awal, serta hadiah-hadiah lain seperti
televisyen LCD, peralatan dapur, gril rumah
dan keanggotaan bagi rumah kelab selama
setahun antaranya.
Saya ingin mengucapkan ribuan terima
kasih yang tidak terhingga kepada semua
pelanggan hartanah Glomac yang telah
menyokong Kumpulan sepanjang tempoh
ini. Kepercayaan anda terhadap kami akan
membuatkan kami berusaha lebih gigih bagi
memperolehi pencapaian yang lebih lebih
baik.
Pencapaian cemerlang Glomac tidak akan
berlaku tanpa dedikasi dan komitmen
daripada kakitangan pengurusan dan
para pekerja kami. Bagi pihak lembaga
pengarah, saya ingin menyampaikan
penghargaan yang tidak terhingga kepada
setiap wargakerja Glomac. Kami berharap
setiap wargakerja Glomac akan terus
berkhidmat dengan kami dimana Glomac
mencapai dekad ketiga perjalanan kami.
Tentunya, Glomac tidak mugkin mengecapi
kejayaan tanpa bantuan daripada rakanrakan perniagaan, jurubank-jurubank,
kontraktor-kontraktor, pakar runding, media
masa dan pihak berkuasa. Saya amat
mengharapkan sokongan yang berterusan
daripada anda semua.
Kepada ahli-ahli Lembaga Pengarah,
saya amat berbesar hati untuk berkongsi
perjalanan ini bersama anda dalam tempoh
dua dekad yang lepas. Sebagai memulakan
satu lagi dekad yang lebih menarik, saya
percaya yang nasihat dan persabahatan
akan kekal teguh. Saya mengharapkan
Glomac akan mencapai kejayaan lebih
besar dalam membuat pembangunan
kepada masyarakat Malaysia untuk dekad
yang akan datang.
Bandar Saujana Utama - Regal Homes
Tan Sri Dato’ FD Mansor
Pengerusi Eksekutif Kumpulan
10 Ogos 2009
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
33
Corporate Social Responsibility
& Events
NEWS STRAITS TIMES SCHOOL SPONSORSHIP
PROGRAMME
As a caring corporate citizen, Glomac Berhad’s principal in doing
business has always been giving back to the community. Hence,
Glomac participated in the New Straits Times School Sponsorship
Programme for the 3rd year in a row by providing newspapers to
two schools each in Bandar Saujana Utama and Sri Saujana. This
programme is a good way to encourage students to improve their
proficiency in English.
BREAKING FAST WITH ANAK YATIM
Glomac continued with its tradition and commitment to its social
responsibilities by having its annual Breaking Fast with Anak Yatim of
Rumah Aman. The children were treated to a sumptuous dinner, and
were given school uniform and green packets. Contribution was also
given to Rumah Aman.
DONATION TO SPECIAL CHILDREN OF SMK SAUJANA
UTAMA
Glomac has shown its commitment and responsibility towards a
caring society by donating to Special Children of SMK Saujana
Utama. Tan Sri Dato’ FD Mansor, the Group Executive Chairman
officiated the event which was held at Saujana Utama Club House.
Over 100 special children and teachers were in attendance.
DONATION TO MPI 2009
Glomac has donated to Malaysia Press Institute (MPI) in conjunction
with Malam Wartawan Malaysia 2009 held at Hotel Istana, Kuala
Lumpur on 31st March 2009. This event was officiated by Dato’ Seri
Najib Tun Razak, Prime Minister of Malaysia.
GLOMAC LENDS A HELPING HAND TO ST. JOHNS
AMBULANCE
Glomac generously provided space located in Kompleks Kelana
Centre Point to St. Johns Ambulance Malaysia Kawasan Selangor
Utara Training Centre since 2006, to facilitate their training for staffs
of St John Ambulance.
WOMEN ENTREPRENURS’ CARNIVAL 2008
An event jointly organised by Glomac and Islamic Da’wah
Foundation Malaysia (YADIM) was held at Bandar Saujana Utama,
Sungai Buloh. The event was officiated by Dato’ Saifuddin bin
Abdullah, Minister of Entrepreneur and Co-operative Development
The two-day event was held to help single mothers in promoting
their products.
CUSTOMER APPRECIATION NIGHT OF PLAZA GLOMAC
This event was held in appreciation to the purchasers of Plaza
Glomac. The 200 guests in attendance were treated to a fusion
buffet spread and a live band performance.
THE EDGE BURSA MALAYSIA – KL RAT RACE 2008
For the 8th year, Glomac once again supported the Edge-Bursa
Malaysia Kuala Lumpur Rat Race by sending a team to participate
in the event. This annual charity event is a platform for Corporate
Malaysia like Glomac to come together to help the needy in a novel
way. Participating since 2001, Glomac sent in teams for the mix
category and CEO race.
24TH ANNUAL GENERAL MEETING
DONATION TO SEKOLAH MENENGAH TEKNIK SHAH
ALAM
SIGNING OF SALE AND PURCHASE AGREEMENT WITH
PERBADANAN NASIONAL BERHAD
Glomac‘s commitment towards corporate social responsibility is
deeply embedded in their corporate philosophy and the Group has
made numerous donations to worthy causes. To consolidate the
Group’s charitable efforts, Tan Sri Dato’ FD Mansor, representing
Glomac Berhad, has contributed to Sekolah Teknik Shah Alam
school PIBG’s fund. This ceremony was held to honour excellent
students in the academic field and also in co-curriculum. Over 100
teachers and school students were present during the event.
Kelana Centre Point Sdn Bhd, a wholly owned subsidiary of
Glomac Berhad, entered into a Sale and Purchase Agreement with
Perbadanan Nasional Berhad for the sale of office space situated
within the commercial development known as Kompleks Kelana
Centre Point.
DONATION TO PERSATUAN PANDU PUTERI MALAYSIA,
CAWANGAN SELANGOR
Glomac made a contribution to Persatuan Pandu Puteri Malaysia,
Cawangan Selangor in conjunction with the Karnival 2009 Persatuan
Pandu Puteri Malaysia.
34
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Held at Sime Darby Convention Centre, the AGM was well attended
by over 200 shareholders and was followed by a media press
conference. Glomac’s AGM was held to provide its shareholders
with the Group’s financial performance and the latest corporate and
property developments of the Group.
LION DANCE 2009
In conjunction with the Chinese New Year Celebration, Glomac
Berhad organised a Lion Dance performance by the Chung Wu
Tai Chi Society at the Glomac Lobby. Directors and staffs were
in attendance to witness this traditional event with an awesome
display of gravity-defying feats given by the lion dance group.
THE PROPERTY EXTRAVAGANZA EVENT
Bandar Saujana Utama, Sungai Buloh held a two-day event called
the “Extravaganza 2009 Campaign”, to feature its properties. The
event took place at the Bandar Saujana Utama, Sungai Buloh show
village and the latest residential properties were featured, which
were Lavender Homes & Courtyard Homes. The Single Storey
Shops and Double Storey Shops, part of the commercial hub of this
thriving township were also showcased.
1
GLOMAC 360° SHOWCASE
In conjunction with the Glomac 360° Showcase, Glomac Berhad
organized a Press Brief event at Glomac Berhad Show Gallery in
Kelana Jaya on 25th March 2009. Glomac 360° Showcase is the
first ever property showcase which encompasses Glomac’s wide
spectrum of properties.
This property showcase covered Glomac’s broad range of
properties, inclusive of the township development as well as
Glomac’s commercial development.
2
3
6
4
7
9
5
8
10
1. The Edge-Bursa Malaysia KL Rat Race
2. Breaking Fast with Orphans from Rumah Aman
3. Signing of Sale & Purchase Agreement with Permodalan Nasional Berhad
4. Women’s Entrepreneur’s Carnival
at Bandar Saujana Utama
5. New Straits Times School Sponsorship Programme
6. 24th Annual General Meeting
7. Launch of 360˚ Showcase
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
8. Donation to Sekolah Menengah Teknik Shah Alam
9. Plaza Glomac Customer Appreciation Night
10.Bandar Saujana Utama Property Extravaganza
35
Financial Highlights
Results for the year ended 30 April
2009
RM’000
2008
RM’000
2007
RM’000
2006
RM’000
2005
RM’000
345,266
324,335
293,255
285,478
261,913
56,240
50,193
50,675
57,693
54,328
Exceptional Item
-
-
-
-
(1,305)
Profit Before Tax
56,240
50,193
50,675
57,693
53,023
Taxation
(17,430)
(15,582)
(17,315)
(18,420)
(14,448)
Profit For The Year
38,810
34,611
33,360
39,273
38,575
31,977
35,145
32,191
38,124
40,060
6,833
(534)
1,169
1,149
(1,485)
38,810
34,611
33,360
39,273
38,575
Revenue
Profit Before Tax and Exceptional Item
Profit Attributable to:Equity holders of the parent
Minority Interest
ASSETS AND SHAREHOLDERS’ FUNDS
Total Assets Employed
1,132,076
1,270,403
1,007,496
762,081
690,174
Paid-up share Capital
297,169
297,169
219,035
216,891
216,887
Shareholders’ Funds
516,418
501,839
397,174
379,132
360,756
Return On Shareholders’ Funds Attributable
To Equity Holders of the Parent
6.2%
7.0%
8.1%
10.1%
11.1%
Return On Total Assets
2.8%
2.8%
3.2%
5.0%
5.8%
Basic Earnings Per Share (Sen)
11.4
13.6
14.5
16.8
17.4
Net Assets Per Share (RM)
1.81
1.75
1.78
1.69
1.58
5.9
5.0
6.6
6.5
6.5
SHARE INFORMATION
Net Dividend Per Share (Sen)
Note
(i) The comparative figures have been restated arising from the mandatory adoption of FRSs.
(ii) The earnings per share and net assets per share for 2004 to 2007 have been restated to take into account the effect of rights issue in financial year
ended 30 April 2008.
36
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Corporate Governance Statement 2009
The Board of Directors of Glomac Berhad appreciates and is committed to the maintenance of high standards of corporate governance by
implementing the principles and best practices set out in Part 1 and 2 of the Malaysian Code of Corporate Governance (“Code”).
This statement sets out how the Group has applied the principles of the Code and its compliance with best practices in the Code throughout
the financial year ended 30 April 2009.
A. BOARD OF DIRECTORS
1. The Board
The Company is led and controlled by the Board which assumes overall responsibility for corporate governance, strategic direction
and investments made by the Company.
2. Board Meetings
Board meetings for the ensuing year are scheduled in advance before the commencement of a new financial year to enable Directors
to plan ahead and fit the year’s Board Meetings into their respective schedules.
The Board meets at least 4 times each year with additional meetings being convened as and when necessary. During the financial
year under review, the Board met four times and the attendance record for each Director is as follows:
Total meetings
attended
Percentage of
attendance (%)
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
4/4
100
Datuk Fong Loong Tuck
4/4
100
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
4/4
100
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir(*)
2/2
100
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
4/4
100
Chong Kok Keong
4/4
100
Name of Director
(*) Appointed on 20 February 2009
All the Directors have complied with the minimum 50% attendance requirement in respect of Board meetings as stipulated by the
Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).
In the periods between the four Board meetings, Board approvals are sought via circular resolutions which are attached with sufficient
information required to make an informed decision.
Where a potential of conflict involving director’s interest in the Group’s investments, projects or any transactions, such director is
required to declare his interest and abstain from further discussion and the decision making process.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
37
Corporate Governance Statement 2009 (cont’d)
3. Board Balance
The Board consists of 6 members, comprising 3 Executive Directors and 3 Independent Non-Executive Directors which is in
compliance with paragraph 15.02 of the Main Market Listing Requirements of Bursa Securities in respect of the board composition.
The profiles of each Director are presented on pages 9 to 11 of this Annual Report.
The Board comprises Directors from different professional backgrounds and collectively bring with them depth and diversity in
experience and expertise to the Group’s operations. The Executive Directors are responsible for implementing policies of the Board,
overseeing the Group’s operations and developing the Group’s business strategies. The role of the Independent Non-Executive
Directors is to provide independent view, advice and judgment to ensure a balanced and unbiased decision making process.
There is a clear division of responsibilities between the Executive Chairman and the Group Managing Director/Chief Executive Officer
to ensure a balance of power and authority. The Executive Chairman is responsible for ensuring Board effectiveness and standard of
conduct while the management of the Group’s businesses and implementation of policies and day-to-day running of the businesses
are handled by the Group Managing Director/Chief Executive Officer. The Independent Non-Executive Directors provide independent
views to safeguard the interests of shareholders.
4. Supply of Information
All Board Meetings held during the year were preceded by a notice issued by the Company Secretary. Prior to the Board meeting, all
directors receive the agenda together with relevant reports and Board papers containing information relevant to the business of the
meeting. The directors are also given sufficient time to obtain further information or explanation on matters presented in the Board
papers.
In addition to the Board papers, the Board is notified of any corporate announcements released to Bursa Securities and is also kept
informed of the requirements and updates issued by the various regulatory authorities. In furtherance of their duties, directors have
access to all information within the Group and to the advice and services of the officers of the Company, the Company Secretary and
are allowed to call on or procure all necessary external professional advice at the Company’s expense.
Where necessary, the Board whether as a full Board or in their individual capacities, may engage independent professionals at the
Company’s expense to advise on issues of concerns to facilitate the proper discharge of their statutory and fiduciary duties.
5. Appointment and Re-Election to the Board
In accordance with the Company’s Articles of Association, at least one third of the Directors shall retire from office every year provided
always that all Directors shall retire from office at least once in every three (3) years but shall be eligible for re-election in the Annual
General Meeting.
Appointments to the Board shall be made based on the recommendations of the Nomination Committee which was established on
23 March 2009. The Nomination Committee comprise of the following members:
38
-Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak, Chairman
- Adjunct Professor Datuk Ali Bin Tan Sri Abdul Kadir, Member
- Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor, Member
The terms of reference of the Nomination Committee are:
-to consider, in making its recommendations to the Board, candidates for all directorships/board committees including the
position of Independent Non-Executive Director, in respect of their skills, knowledge, expertise, experience, professionalism and
integrity; and in the case of Independent Non-Executive Directors, their abilities to discharge such responsibilities/functions as
expected from an Independent Non-Executive Director;
-to assist the Board in reviewing on an annual basis the required mix of skills and experience of the Directors of the Board/Board
Committees;
-to recommend the appropriate Board balance and size of non-executive participation; and
-to establish procedures and processes towards an annual assessment of the effectiveness of the Board as a whole and
contribution of each individual Director and Board Committee member including Independent Non-Executive Directors as well
as the Group Managing Director/Chief Executive Officer. The assessments and evaluations are properly documented.
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
6. Directors’ Training
The Directors continue to attend relevant training programs to keep abreast with developments on a continuous basis in compliance
with Chapter 15.08 of the Main Market Listing Requirements of Bursa Securities.
During the financial year ended 30 April 2009, the Directors attended various training programs, forums, seminars and conventions
to equip themselves with the knowledge to discharge their duties more effectively.
Some of the Directors were also invited as speakers and presented lectures at various conferences and seminars. The following is
the list of activities undertaken by the Directors during the financial period:
Tan Sri Dato’ Mohamed Mansor Bin Fateh Din
-
-
-
-
-
-
-
-
-
Datuk Fong Loong Tuck
- The Edge Investment Forum Real Estate 2008 : “What’s hot, What’s not”
- Transparency International/The Edge Forum : “Transparency in Motion”
- The Edge Top Property Developer’s Award
- FIABCI 19th National Real Estate Convention :”Real Estate Strategies for 21st Century”
- Council of Asian Shopping Centres by PPK Malaysia :”Impact of Shopping Tourism”
- ASLI National Property & Housing Summit
- MIEA Annual Real Estate Convention:”Malaysia Properties Inc. (MPI)”
Konvensyen Ekonomi Anjuran GABEM
Global Forum on Islamic Finance 2008
FIABCI 19th National Real Estate Convention
Konvensyen Hartanah Anjuran GABEM
Malaysia-India Business Council Forum
Kongres Ekonomi Islam ke-3 bersama Perdana Menteri
Kongress Ekonomi Islam ke-3 bersama Timbalan Perdana Menteri
Kongress Gerak Usahawan Nasional 2009
World Halal Forum 2009
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
- Managing Strategic Corporate Planning
- Managing Corporate Mergers & Acquisitions
- Strategic Corporate Planning for Company Directors and Senior Management
-“Kuala Lumpur City Centre – A Developer’s Perspective” – presented at “The Edge Investment Forum on Real Estate” organized
by The Edge
-“Issues and Problems faced by Property and Housing Developers in Selangor”-presented at “Halatuju Industri Perumahan dan
Hartanah di Selangor" organized by Lembaga Perumahan dan Hartanah Selangor
-"Property Development in Selangor : Opportunities, Problems and Solutions”—presented at “Workshop on Land Administration
and Development Opportunities in Selangor” organized by Task Force Tanah Selangor
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
-
-
-
-
-
-
-
-
-
Lecture at Universiti Malaya – “The Malaysian Capital Market”
Lecture at Universiti Malaya – “The Capital Market Masterplan”
Dubai Investment Group Management Conference, Bali
LSE Alumni, Luncheon Talk
Malaysian Islamic Capital Markets Conference
MIA Sabah Conference, Kota Kinabalu
Kuala Lumpur Islamic Financial Forum
Malaysian Capital Market Summit
Lecture at Universiti Malaya – “The Global Economic Meltdown, Turning Challenges into Opportunities”
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
-
The Inside Story of the Annual Report : What You Need To Know
Chong Kok Keong
-
-
-
ICT in Construction 2008
Audit, Internal Control & Compliance Conference 2008
Trends and Property Market Outlook & Opportunities 2009
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
39
Corporate Governance Statement 2009 (cont’d)
7. Board Committees
The Board has delegated certain responsibilities to Board Committees which operate within defined terms of reference. The Board
Committees include the Audit Committee, Risk Management Committee, Nomination Committee and Remuneration Committee. The
respective Committees report to the Board on matters considered and their recommendations thereon. The ultimate responsibility for
the final decision on all matters, however, lies with the Board.
B. DIRECTORS’ REMUNERATION
The Executive Directors’ remunerations comprise basic salary, allowances, bonuses and other customary benefits to the Group made
available as appropriate. The Non-Executive Directors’ remunerations comprise fees and allowances.
The details of the Directors’ remunerations are disclosed in page 84 to the financial statements of this Annual Report.
The Board had established a Remuneration Committee on 23 March 2009 which comprises of the following members:
-
-
-
The terms of reference of the Remuneration Committee are:
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak, Chairman
Adjunct Professor Datuk Ali Bin Tan Sri Abdul Kadir, Member
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor, Member
-to review the annual remuneration packages of each individual Director (both Executive and Non-Executive) such that the levels of
remuneration are sufficient to attract and retain the Directors needed to run the Company successfully; and
- to recommend to the Board the remuneration packages of the Directors (both Executive and Non-Executive) of the Company.
Individual Directors do not participate in the decisions regarding their individual remuneration.
C. RELATIONSHIP WITH SHAREHOLDERS AND INVESTOR RELATIONS
The Company’s Annual General Meeting remains the principal forum for dialogue with shareholders. Shareholders are encouraged to
participate in the proceedings and discussions on the resolutions being proposed and the operations of the Group.
In addition to various announcements made during the year, the timely release of annual reports, circulars to shareholders, press releases
and financial results on a quarterly basis provides shareholders with an overview of the Group’s performance and operations.
The Company also actively responds to requests for discussions with institutional shareholders and analysts to give them a better
understanding of the businesses of the Group as well as conducting analysts’ briefings in conjunction with the release of the Group’s
quarterly financial results.
The Group takes a proactive approach in reaching out to the investing community via visits to project sites, small group meetings,
luncheons and participating in roadshows and investors conferences organised by stockbroking companies in Malaysia and abroad to
raise the Group’s profile among local and foreign investors. Such activities are usually spearheaded by the Executive Directors, supported
by the investor relations manager.
The Company’s website, www.glomac.com.my is accessible for the shareholders, investors and members of the public to obtain
information on the Company’s announcements, corporate information, operational activities and financial performance.
40
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
D. ACCOUNTABILITY AND AUDIT
Financial Reporting
In presenting the annual financial statements and quarterly announcement to shareholders, the Board aim to present a balanced and
understandable assessment of the Company’s position and prospects. The Group’s quarterly and annual financial statements are reviewed
by the Audit Committee and approved by the Board of Directors prior to submission to Bursa Securities.
Internal Control
The Statement on Internal Control set out on page 47 of this Annual Report provides an overview of the state of internal controls within the
Group.
Relationship with Auditors
The Board via the Audit Committee, maintains a formal and transparent professional relationship with the Group’s auditors, bother internal
and external. The role of the Audit Committee is described in the Audit Committee Report set out on page 44 of this Annual Report.
Directors’ Responsibility Statement
The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which have been made out
in accordance with the applicable approved accounting standards and give a true and fair view of the state of affairs of the Group and
Company at the end of the financial year and of the results and cash flows of the Group and Company for the financial year.
The Directors are satisfied that in preparing the financial statements of the Group and of the Company for the financial year ended 30
April 2009, the Group has used the appropriate accounting policies and applied them consistently. The Directors are also of the view that
relevant approved accounting standards have been followed in the preparation of these financial statements.
ADDITIONAL COMPLIANCE INFORMATION
1. Utilisation of Proceeds Raised from Corporate Proposals
In 2007, the Company’s wholly owned subsidiary, Glomac Regal Sdn Bhd completed a Murabahah Underwritten Notes Issuance Facility
and Murabahah Medium Term Notes Issuance Facility of up to RM175m. During the financial year, the facility was fully redeemed.
2. Share Buy-Back
During the financial year, the Company repurchased 6,875,500 of its own shares from the open market of Bursa Securities for a total
consideration of RM4,909,122. The shares are being held as treasury shares.
Details of the shares repurchased during the financial year are as follows:
Month
2008
May
June
July
Aug
Sept
Oct
Nov
2009
March
No of shares
bought back
Highest
Price paid
RM
Lowest
Price Paid
RM
Average
Price Paid
RM
Total
consideration
RM
408,200
35,900
2,525,200
380,000
2,584,400
1.13
0.95
0.85
0.75
0.75
1.12
0.94
0.75
0.72
0.62
1.12
0.94
0.75
0.76
0.64
458,597
33,819
1,989,231
280,258
1,682,799
515,800
406,000
0.53
0.56
0.43
0.49
0.47
0.52
240,341
213,786
20,000
0.51
0.51
0.51
10,175
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
41
Corporate Governance Statement 2009 (cont’d)
3. Options, warrants or convertible securities
During the financial year, the Company did not issue any options, warrants or convertible securities.
4. American Depository Receipt (ADR) or Global Depository Receipt (GDR) programme
During the year under review, the Company did not sponsor any ADR or GDR programme.
5. Imposition of sanctions/penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant
regulatory bodies.
6. Non-audit fees
There were no non-audit fees paid to external auditors for the financial year except for the review of the Statement on Internal Control.
7. Profit estimate, forecast or projection
There is no variance between the results for the financial year and the unaudited results previously announced. The Company did not
make any release on the profit estimate, forecast or projections for the financial year.
8. Profit guarantee
No profit guarantee was given by the Company in respect of the financial year.
9. Material contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors’ and major shareholders’ interests.
10. Recurrent related party transactions
At the 24th Annual General Meeting of the Company held on 28 August 2008, the Company had obtained the approval for the renewal of
the shareholders’ mandate to enter into recurrent related party transactions of a revenue or trading nature (“”RRPT”), which are necessary
for its day-to day operations and in the ordinary course of its business with related parties.
The said mandate takes effect on 28 August 2008 until the conclusion of the forthcoming Annual General Meeting of the Company.
At the forthcoming Annual General Meeting to be held on 30 September 2009, the Company intends to seek its shareholders’ approval
to renew the existing mandate for RRPT. Details of the RRPT conducted during the financial year 2009 pursuant to the said shareholders’
are as follows:
Nature of transactions
Transacting Party
Construction contracts
awarded by Glomac Group
Glomac Bina Sdn Bhd
TSFDM (1)
TSFDM is a Major
Shareholder of Glomac Bina Sdn Bhd
52,312,814
Purchase of properties
Coral Projects Sdn Bhd
DFDI (2)
DFDI is a Major
Shareholder of Coral Projects Sdn Bhd
550,000
FDA Sdn Bhd
DFDI (2)
DFDI is a Major
Shareholder of FDA Sdn Bhd
191,110
Project Management fees
Note:
(1) TSFDM - Tan Sri Dato’ Mohamed Mansor bin Fateh Din
(2) DFDI - Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
42
Value of
Transaction
(RM)
Related
Party
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Relationship
11. Revaluation Policy
The revaluation policy of the Group in relation to its investment properties is set out on page 136 of this Annual Report.
There was no revaluation conducted on the Group’s investment properties during the financial year.
STATEMENT OF COMPLIANCE WITH THE PRINCIPLES AND BEST PRACTICES OF THE CODE
The Group has not complied with the following Principle and Best Practice of the Code set out in the schedule below during the year. The
reasons for non-compliance are specified accordingly:
a) Code B.111 – Disclosure Of Details Of The Remuneration Of Each Director.
The Board has considered this Principle against the backdrop of compliance with a related disclosure required under the Main Market
Listing Requirements of Bursa Securities, i.e. that of disclosure of an analysis of Directors’ Remuneration by applicable bands of
RM50,000 (refer to section B.111 on Details of Remuneration of this Statement).
The Board is of the view that the transparency and accountability aspects of corporate governance as applicable to Directors’
Remuneration are appropriately served by the ‘band disclosure’ made.
b)Code Aa.V11 – Nomination Of A Senior Independent Non-Executive Director To Whom Concerns May Be
Conveyed
Given the current composition of the Board, in particular the strong independent element, the Board does not consider it necessary
to nominate a recognized Senior Independent Non-Executive Director.
This Statement is made in accordance with a resolution of the Board of Directors dated 30 July 2009.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
43
Audit Committee Report 2009
(A) MEMBERS
The Audit Committee comprises 3 Directors, all of whom are Independent Non-Executive Directors:
Adjunct Professor Datuk Ali Bin Tan Sri Abdul Kadir
(Chairman/Independent Non-Executive Director)
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
(Independent Non-Executive Director)
Chong Kok Keong
(Independent Non-Executive Director)
(B) TERMS OF REFERENCE
(1) Composition
(a)The Audit Committee shall consist of not less than three (3) members, all of whom shall be Non-Executive Directors, with a
majority being Independent Directors.
(b) At least of one (1) member of the Audit Committee:-
(I) must be a member of the Malaysian Institute of Accountants; or
(ii) if he is not 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 if 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;
(iii) fulfils such other requirements as prescribed or approved by the Exchange.
(c) The Chairman of the Audit Committee shall be an Independent Director.
(d) No alternate director shall be appointed as a member of the Audit Committee.
(e)In the event of any vacancy in the Audit Committee resulting in the non-compliance of the Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”) pertaining the composition of the audit committee, the Board of Directors shall,
within three (3) months of that event, fill the vacancy.
(2) Meetings and Quorum
During the financial year ended 30 April 2009, the Committee held four meetings. The details of the attendance of each Committee
member are as follows:
44
(i)
(ii)
(iii)
(iv)
Adjunct Professor Datuk Ali Bin Tan Sri Abdul Kadir (#)
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak Chong Kok Keong Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor (*)
(#) Appointed on 20 February 2009
(*) Resigned on 30 January 2009
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
[2/2]
[4/4]
[4/4]
[2/2]
The Audit Committee shall meet at least four (4) times a year, with additional meetings convened as and when necessary and
attended by the Department Head charged with the responsibility of the Group’s financial reporting. Attendance of other Directors
and employees at any particular Audit Committee Meeting will be at the invitation of the Audit Committee. The presence of the Group
Internal and External Auditor for a meeting will be requested if required.
The quorum for any meeting shall be two (2) members of which the majority must be independent directors.
(3) Secretary to Audit Committee and Minutes
The Company Secretary shall be the secretary of the Committee and as a reporting procedure; the minutes shall be circulated to all
members of the Board.
(4) Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any
information it requires from any employee for the purpose of discharging its functions and responsibilities.
The Committee is also authorised to obtain legal or other independent professional advice and to ensure the attendance of outsiders
with relevant experience and expertise if it considers this necessary.
(5) Duties and Responsibilities
The duties and responsibilities of the Audit Committee shall be:
(i)
To review the Company’s and the Group’s Quarterly and Annual financial statements before submission to the Board.
The review shall focus on:
-
-
-
-
-
-
any changes in accounting policies and practices
major judgmental areas
significant and unusual events
the going concern assumption
compliance with accounting standards and other legal requirements
compliance with Bursa Securities Listing Requirements
(ii) To review with the external auditors their audit plan, scope and nature of audit for the Company and the Group.
(iii)To assess the adequacy and effectiveness of the systems of internal control and accounting control procedures of the Company
and the Group by reviewing the external auditors’ management letters and management response.
(iv) To hear from the external auditors problems and reservations arising from their interim and final audits.
(v)To review the internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps taken
by management in response to audit findings and to review the adequacy of the competency of the internal audit function.
(vi) To review any related party transactions that may arise within the Company or the Group.
(vii)To consider the appointment of the external auditors, the terms of reference of their appointment and any question of resignation
or dismissal.
(viii) To undertake such other responsibilities as may be agreed to by the Committee and the Board.
(ix) To report to the Board its activities, significant results and findings.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
45
Audit Committee Report 2009 (cont’d)
(C) SUMMARY OF AUDIT COMMITTEE ACTIVITIES
In line with the terms of reference of the Committee, activities carried out by the Committee during the financial year ended 30 April 2009
in the discharge of its duties and responsibilities included the following:
•
Reviewing with the external auditors on:
-the scope of work and audit plan of the Company and of the Group for the financial year ended 30 April 2009;
- significant issues and concerns arising from the audit
•
Reviewing the audited financial statements for financial year ended 30 April 2009
•
eviewing the unaudited quarterly financial results announcements of the Group prior to the Board of Directors’ approval with
R
particular focus on:
-compliance with accounting standards and regulatory requirements; and
- the Group’s accounting policies and practices
•
Reviewing Related Party Transactions entered into by the Company and the Group and the draft proposal to seek shareholders’
mandate for the Company and the Group to enter into recurrent related party transactions of a revenue or trading nature
•
Reviewing with the internal auditors on:
-the scope of work and audit plan of the Company and of the Group for the financial year ended 30 April 2009;
- significant issues and concerns arising from the audit
-accessing the internal auditor’s findings and the management’s responses thereto and thereafter, making the necessary
recommendations or changes to the Board of Directors
•
Considered and recommended to the Board for approval of the audit fees payable to the External Auditors and Internal Auditors
•
Setting up the Risk Management Committee and proposing to the Board to set up the Enterprise Risk Management (ERM) division.
(D) INTERNAL AUDIT FUNCTION AND SUMMARY OF ACTIVITIES
The Company has yet to set up a formal internal audit department. However, it recognizes that an internal audit department would
complement the review of the effectiveness of the Group’s systems of internal control and is an essential and integral part of the risk
management process. Therefore, the Board has outsourced the internal audit function in order to review and improve its existing processes
for identifying and managing the Group’s risks and the control procedures to manage those risks.
The internal audit function is outsourced to an independent professional firm, namely KPMG Business Advisory Sdn Bhd, whose main
role is to independently assess the system of internal control established by Management, the adequacy and integrity of such system of
internal control vis-a-vis the objectives served and to make appropriate recommendations for Management’s implementation. The Internal
Auditor report directly to the Audit Committee. During the financial year ended 30 April 2009, the Internal Auditor carried out 3 internal
audit projects/ cycles, covering financial, operational and compliance controls on the operations of the Group. The internal audit projects/
cycles also included follow-up on previous internal audit recommendations.
The professional fees incurred for the internal audit function in respect of financial year ended 30 April 2009 amounted to approximately
RM70,000.
46
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Statement on Internal Control
Directors of listed companies are required to disclose in their annual reports on the state of internal control of the listed company as a group
in accordance with the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). The Statement of Internal Control Guidance for Directors of Public Listed Companies, a publication of Bursa Securities, provides guidance for compliance with this requirement.
Board Responsibility
The Board recognises the importance of sound internal controls and risk management practices for good corporate governance. The Board
acknowledges its overall responsibility for the Group’s system of internal control as well as reviewing the adequacy and integrity of such internal
control system. The Group’s system of internal control is designed to manage the principal business risks that may impede the Group from
achieving its business objectives. The system, by its nature, can only provide reasonable but not absolute assurance against any material
misstatement or loss occurrence.
Risk Management
On an informal basis, the Board has extended the responsibilities of the Senior Management to include the process of identifying and monitoring
key risk areas and such risks are normally communicated to the Board at its periodic meetings for remedial measures to address the said
risks.
The Board is also provided with regular and comprehensive information, covering operating and financial performance and key business
indicators, during its regular Board meetings. At the date of this Statement, the Board is in the midst of selecting an appropriate service provider
in establishing a structured risk management framework which amongst others is anticipated to identify, evaluate and manage significant risks
faced by the Group.
Systems of Internal Control
The following key processes have been established by the Board in reviewing the adequacy and integrity of the Group’s system of internal
controls:
Clear lines of accountability and reporting within the organisation
Key responsibilities and accountability in the organisational structure are clearly defined, with clear reporting lines up to the Board and its
Committees. Established delegation of authority sets out the appropriate authority levels for decision-making, including matters requiring Board
approval.
Strategic business planning processes
Appropriate business plans are established where the Group’s business objectives, strategies and targets are articulated. Business planning
and budgeting are undertaken annually, to establish plans and targets against which performance is monitored on an ongoing basis.
ISO 9001:2000 Accreditation
The Property Development and Construction Divisions of the Group have been accorded full ISO 9001:2000 accreditation in line with the
Group’s quest in consistently improving the strength of its internal controls.
Formalised and Documented Policies and Procedures
Internal policies and procedures ,which are set out in a series of clearly documented standard operating manuals covering a majority of areas
within the Group, are maintained and subject to review as and when necessary.
Performance Monitoring & Reporting
The Group’s management team monitors and reviews financial and operational results, including monitoring and reporting of performance
against the operating plans. The management team formulates and communicates action plans to address areas of concern.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
47
Statement on Internal Control (cont’d)
Financial Performance
The preparation of periodic and annual results and the state of affairs of the Group are reviewed and approved by the Board before their
release to the regulators whilst the full year financial statements are audited by the external auditors before their issuance to the regulators
and shareholders.
Quality Control
The Group takes continuous efforts in maintaining the quality of products and services. The Directors ensure that safety and health regulations,
environmental requirements and relevant legislations affecting the Group’s operations are considered and complied with, as appropriate.
The Internal Audit Function
Regular internal audits are carried out by an independent professional firm to review the adequacy and integrity of the internal control systems
of the business units within the Group. The internal audit function reports directly to the Audit Committee on improvement measures pertaining
to internal controls, including a follow-up on the status of the Management’s implementation of recommendations by the Internal Audit function.
Internal audit reports are submitted to the Audit Committee, who reviews the findings with the Management at its quarterly meetings. In
addition, the External Auditors’ management letters and management’s responsiveness to the control recommendations on deficiencies noted
during financial audits provide added assurance that control procedures on matters of finance are in place, and are being followed. In assessing
the adequacy and effectiveness of the system of internal controls and accounting control procedures of the Group, the Audit Committee reports
to the Board its activities, significant results, findings and the necessary recommendations or changes.
Conclusion
The Board is of the view that there was no breakdown or weaknesses in the system of internal control of the Group for the financial year ended
April 30 2009 that resulted in a significant loss to the Group. The Board continues to take the necessary measures to ensure that the system
of internal control is in place and functioning effectively.
48
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Directors’ Report
The directors of GLOMAC BERHAD have pleasure in submitting their report and the audited financial statements of the Group and of the
Company for the financial year ended April 30, 2009.
PRINCIPAL ACTIVITIES
The principal activities of the Company are property development and investment holding.
The principal activities of the subsidiary and associated companies are disclosed in Note 41 to the financial statements.
During the year, the Company acquired the following subsidiary company:
Subsidiary companies
Equity interest
BH Interiors Sdn. Bhd. (formerly known as Berapit Harta Sdn. Bhd.)
100%
The details of the acquisition of the subsidiary company are disclosed in Note 17 to financial statements.
Other than as stated above, there have been no significant changes in the nature of the principal activities of the Company and its subsidiary
companies during the financial year.
RESULTS
The results of the Group and of the Company for the financial year are as follows:
The Group
RM
The Company
RM
Profit before tax
Income tax (expense)/credit
56,239,516
(17,429,616)
11,685,502
29,375
Profit for the year
38,809,900
11,714,877
31,977,171
6,832,729
11,714,877
-
38,809,900
11,714,877
Profit attributable to:
Equity holders of the parent
Minority interest
In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially
affected by any item, transaction or event of a material and unusual nature.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
49
Directors’ Report (cont’d)
DIVIDENDS
The amount of dividends paid or declared by the Company since the end of the previous financial year were as follows:
RM
In respect of the financial year ended April 30, 2008 as reported in the directors’ report of that year:
Second and final dividend of RM0.02 per share, tax exempt, paid on November 21, 2008
5,592,554
In respect of the financial year ended April 30, 2009:
First interim dividend of RM0.025 per share, tax exempt, paid on May 20, 2009
6,980,043
The directors propose a second and final dividend of RM0.035 per share, less 25% tax, totalling approximately RM7,324,491 (RM0.026
per share) in respect of the current financial year. The directors also propose a special dividend of RM0.01 per share, less 25% tax, totalling
approximately RM2,092,712 (RM0.008 per share) in respect of the current financial year. These dividends are subject to the approval of the
shareholders at the forthcoming Annual General Meeting, and have not been included as liability in the financial statements.
The proposed dividends for 2009 is payable in respect of all outstanding ordinary shares in issue at a date to be determined by the directors
subsequent to the approval of the shareholders at the forthcoming Annual General Meeting.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial
statements.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any shares or debentures during the financial year.
50
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
WARRANTS
The Warrants 2007/2012 (“Warrants”) of the Company are constituted by a Deed Poll dated September 2007 (“Deed Poll”).
The salient features of the Warrants 2007/2012 are as follows:
(a)The issue date of the Warrants is September 12, 2007 and the expiry date is September 11, 2012. Any Warrants not exercised at the
expiry date will lapse and cease to be valid for any purpose;
(b)Each Warrant entitles the registered holder during the Exercise Period to subscribe for one (1) new ordinary share of RM1.00 in the
Company at an exercise price of RM1.10 per ordinary share, subject to the adjustments in accordance with the provisions of the Deed
Poll;
(c)The Warrant holders are not entitled to participate in any distribution and/or offer of further securities in the Company (except for the issue
of new warrants pursuant to adjustment as mentioned in item above), until and unless such holders exercise the rights under the Warrants
to subscribe for new ordinary shares;
(d)Subject to the provision in the Deed Poll, the Company is free to issue shares to shareholders either for cash or as a bonus distribution and
further subscription rights upon such terms and conditions as the Company sees fit but the Warrant holders will not have any participating
rights in such issues unless otherwise resolved by the Company in the general meeting; and
(e)All shares to be issued upon the exercise of the Warrants shall, on allotment and issue, rank pari passu in all respects with the then existing
shares of the Company except that they shall not be entitled to any dividends, that may be declared prior to the date of exercise of the
Warrants, nor shall they be entitled to any distributions or entitlements for which the entitlement date is prior to the date of exercise of the
Warrants.
The movements in the Company’s Warrants are as follows:
No. of warrants over ordinary shares of RM1.00 each
Balance as at
Balance as at
1.5.2008
Granted
Exercised
30.4.2009
Number of unexercised Warrants
67,312,246
-
-
67,312,246
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As at
the end of the financial year, there were no unissued shares of the Company under options.
.
OTHER STATUTORY INFORMATION
Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:
(a)to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts,
and had satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful
debts; and
(b)to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of
business were written down to an amount which they might be expected so to realise.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
51
Directors’ Report (cont’d)
At the date of this report, the Directors are not aware of any circumstances which would render:
(i)the amounts written off as bad debts or the amount of allowance for doubtful debts in the financial statements of the Group and of the
Company inadequate to any substantial extent; or
(ii)the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
At the date of this report, the Directors are not aware of any circumstances:
(a)which would require the writing off of bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group
and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or
(c)which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate; or
(d)not otherwise dealt with in this report or financial statements which would render the amount stated in the financial statements of the
Group and of the Company misleading.
At the date of this report, there does not exist:
(a) 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 liability
of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
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, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their
obligations as and when they fall due.
In the opinion of the directors, 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 operations of the Group and of the Company for the
succeeding financial year.
DIRECTORS
The following directors served on the Board of the Company since the date of the last report:
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
Datuk Fong Loong Tuck
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Chong Kok Keong
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir (appointed on 20.2.2009)
In accordance with Article 84 of the Company’s Articles of Association, Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor and Datuk
Fong Loong Tuck retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir, who was appointed to the Board since the last Annual General Meeting, retires under Article
82 of the Company’s Articles of Association and, being eligible, offers himself for re-election.
52
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
DIRECTORS’ INTERESTS
The shareholdings in the Company and in related companies of those who were directors at the end of the financial year, as recorded in the
Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
No. of ordinary shares of RM1.00 each
Balance at
1.5.2008
Bought
Sold
Balance at
30.4.2009
Shares in the Company
Registered in the name of directors
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
71,685,141
-
-
71,685,141
Datuk Fong Loong Tuck
58,793,209
1,175,400
(2,000,000)
57,968,609
Dato’ Fateh Iskandar bin
Tan Sri Dato’ Mohamed Mansor
18,735,900
13,407,200
-
32,143,100
10,400
-
-
10,400
214,500
117,000
-
331,500
1,092,000
-
-
1,092,000
75,000
-
-
75,000
Senator Dato’ Haji Ikhwan Salim bin
Dato’ Haji Sujak
Chong Kok Keong
Shares in a subsidiary company,
Glomac Bina Sdn. Bhd.
Registered in the name of director
Tan Sri Dato’ Mohamed Mansor bin
Fateh Din
Shares in a subsidiary company,
FDA Sdn. Bhd.
Registered in the name of director
Dato’ Fateh Iskandar bin
Tan Sri Dato’ Mohamed Mansor
By virtue of all the directors having interest in shares of the Company, they are deemed to have an interest in shares of all the subsidiary
companies of the Company to the extent the Company has an interest.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
53
Directors’ Report (cont’d)
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receive any benefit
(other than those disclosed as directors’ remuneration in the financial statements) by reason of a contract made by the Company or a related
corporation with the director or with a firm of which he is a member, or with a company in which he has a substantial financial interest other than
any benefit which may be deemed to have arisen by virtue of the balances as disclosed in Notes 25 and 26 to the financial statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of the Company
might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
AUDITORS
The auditors, Messrs. Deloitte KassimChan, have indicated their willingness to continue in office.
Signed on behalf of the Board
in accordance with a resolution of the Directors,
TAN SRI DATO’ MOHAMED MANSOR
BIN FATEH DIN
DATUK FONG LOONG TUCK
Petaling Jaya
August 10, 2009
54
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Independent Auditors’ Report
to the Members of Glomac Berhad (Incorporated in Malaysia)
Report on the Financial Statements
We have audited the financial statements of GLOMAC BERHAD, which comprise the balance sheets of the Group and of the Company as
of April 30, 2009 and the income statements, statements of changes in equity and cash flow statements of the Group and the Company for
the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 57 to 133.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with the
Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining
internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether
due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion to you, as a body, in
accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility towards any
other person for the contents of this report.
We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on the auditors’ judgements, including the assessment of the risks of material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation
and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence that we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with the Financial Reporting Standards and the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of April 30, 2009 and of
their financial performance and cash flows for the financial year then ended.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
55
Independent Auditors’ Report (cont’d)
to the Members of Glomac Berhad (Incorporated in Malaysia)
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary
companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and auditors’ reports of subsidiary companies of which we have not acted as auditors, as
shown in Note 41 to the financial statements.
(c) We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements of the
Company are in form and content appropriate and proper for the purpose of the preparation of the financial statements of the Group, and
we have received satisfactory information and explanations as required by us for these purposes.
(d) The auditors’ report on the financial statements of the subsidiary companies did not contain any qualification or any adverse comment
made under Sub-section (3) of Section 174 of the Act.
DELOITTE KASSIMCHAN
AF 0080
Chartered Accountants
WU CHIH SHAN
Partner - 1887/03/10 (J)
Chartered Accountant
August 10, 2009
56
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Income Statements
for the year ended April 30, 2009
The Group
Note
2009
RM
2008
RM
The Company
2009
2008
RM
RM
Revenue
5
345,266,254
324,334,994
21,875,487
22,800,600
Cost of sales
6
(267,554,576)
(252,622,109)
-
-
77,711,678
71,712,885
21,875,487
22,800,600
5,628,238
3,849,557
442,216
1,433,774
11,415,685
2,047,895
18,000
726,319
Gross profit
Investment revenue
7
Other operating income
Share of profits of
associated companies
1,264,156
488,348
-
-
Marketing expenses
(6,440,246)
(6,779,822)
-
-
(19,280,414)
(16,200,906)
(730,969)
(1,394,549)
Administration expenses
Finance costs
8
Other operating expenses
(1,704,880)
(1,302,436)
-
-
(12,354,701)
(3,622,737)
(9,919,232)
(1,517,745)
Profit before tax
9
56,239,516
50,192,784
11,685,502
22,048,399
Income tax (expense)/credit
10
(17,429,616)
(15,582,236)
29,375
(3,327,290)
38,809,900
34,610,548
11,714,877
18,721,109
31,977,171
35,144,820
11,714,877
18,721,109
6,832,729
(534,272)
-
-
38,809,900
34,610,548
11,714,877
18,721,109
Profit for the year
Profit attributable to:
Equity holders of the parent
Minority interests
Earnings per share (sen)
11
- Basic
11.4
13.6
-
-
- Diluted
11.4
12.2
-
-
4.5
6.7
4.5
6.7
Net dividends per
ordinary share (sen)
12
The accompanying Notes form an integral part of the Financial Statements.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
57
Balance Sheets
as of April 30, 2009
The Group
Note
2009
RM
2008
RM
7,895,725
11,582,891
The Company
2009
2008
RM
RM
ASSETS
Non-current Assets
Property, plant and
equipment
13
524,381
843,399
Prepaid lease payments
on leasehold land
14
88,992
93,037
-
-
Investment properties
15
59,856,611
102,743,271
-
-
Land held for property
development
16
460,133,926
362,111,207
-
-
Subsidiary companies
17
-
-
61,483,870
60,583,870
Associated companies
18
57,647,938
57,219,152
-
-
Other investments
19
5,850,000
13,237,500
1,850,000
9,237,500
Goodwill on consolidation
20
862,845
850,600
-
-
Deferred tax assets
21
2,733,300
1,325,265
1,889,500
42,625
595,069,337
549,162,923
65,747,751
70,707,394
Total Non-current Assets
Current Assets
Inventories
22
12,474,596
8,387,281
1,295,942
1,295,942
Property development costs
23
223,495,846
284,148,557
-
-
9,804,978
133,124,681
-
-
-
1,319,660
-
-
Accrued billings
Amount due from contract
customers
24
Trade receivables
25
49,961,467
67,187,175
-
-
Other receivables
26
17,709, 229
35,538,318
2,727,728
7,526,156
Amount due from
subsidiary companies
27
-
-
381,860,902
404,350,367
Amount due from
associated companies
27
4,009,164
3,827,306
38,466
38,466
6,441,752
8,530,916
49,693
1,823,069
163,613,428
179,176,379
10,270,722
16,150,192
487,510,460
721,240,273
396,243,453
431,184,192
49,496,357
-
-
-
537,006,817
721,240,273
396,243,453
431,184,192
1,132,076,154
1,270,403,196
461,991,204
501,891,586
Tax recoverable
Cash and bank balances
Non-current assets
classified as held for sale
28
29
Total Current Assets
TOTAL ASSETS
58
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
The Group
Note
The Company
2009
2008
RM
RM
2009
RM
2008
RM
297,169,421
297,169,421
297,169,421
297,169,421
39,377,493
39,377,493
39,377,493
39,377,493
EQUITY AND LIABILITIES
Capital and Reserves
Issued capital
30
Share premium
Foreign currency
translation reserve
31,585
(31,637)
-
-
Treasury shares
30
(19,560,900)
(14,651,894)
(19,560,900)
(14,651,894)
Unappropriated profit
31
199,400,185
179,975,245
1,615,114
2,452,468
516,417,784
501,838,628
318,601,128
324,347,488
21,051,185
19,116,663
-
-
537,468,969
520,955,291
318,601,128
324,347,488
Equity attributable to equity
holders of the parent
Minority interests
Total Equity
Non-current Liabilities
Long term liabilities
32
240,330,165
348,660,416
87,000,000
128,000,000
Deferred tax liabilities
21
87,910
125,280
-
-
240,418,075
348,785,696
87,000,000
128,000,000
Total Non-current Liabilities
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
59
Balance Sheets (cont’d)
as of April 30, 2009
The Group
Note
2009
RM
2008
RM
The Company
2009
2008
RM
RM
Current Liabilities
Trade payables
33
61,541,763
66,260,361
3,234
3,234
Other payables and
accrued expenses
34
49,027,949
112,773,527
2,891,754
2,661,975
190,352,460
82,262,732
-
-
Progress billings
Amount due to contract
customers
24
1,588,134
602,634
-
-
Amount due to subsidiary
companies
27
-
-
17,515,045
20,468,408
Amount due to associated
companies
27
57,135
393,702
-
-
Hire-purchase and lease
payables
32
767,446
847,349
-
-
Borrowings
35
34,915,933
128,351,500
29,000,000
17,828,164
Tax liabilities
3,960,164
588,087
-
-
11,978,126
8,582,317
6,980,043
8,582,317
Total Current Liabilities
354,189,110
400,662,209
56,390,076
49,544,098
Total Liabilities
594,607,185
749,447,905
143,390,076
177,544,098
1,132,076,154
1,270,403,196
461,991,204
501,891,586
Dividend payable
TOTAL EQUITY AND
LIABILITIES
The accompanying Notes form an integral part of the Financial Statements.
60
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
-
Share of minority
interests on results of
associated companies
Total recognised
income/(expense)
GLOMAC BERHAD (110532-M)
-
Share buyback
Disposal of treasury
shares (Note 30)
Expenses for issuance of
equity securities
297,169,421
-
As of April 30, 2008
-
39,377,493
(1,390,314)
1,491,859
-
-
-
9,421,610
78,134,671
Dividends (Note 12)
2,685,386
2,500
6,733,724
-
-
-
-
29,854,338
(31,637)
-
-
-
-
-
-
-
-
-
37,871
-
-
37,871
(69,508)
179,975,245
-
-
-
(16,775,026)
-
-
-
-
-
35,144,820
-
35,144,820
-
161,605,451
Unappropriated
Profit
RM
Foreign
Currency
Translation
Reserve
RM
Share
Premium
RM
Distributable
Reserve
Non-distributable
Reserves
10,772,425
25,000
Acquisition of subsidiary
companies
- Pursuant to ESOS
- Pursuant to Warrants
exercised
- Pursuant to Rights issue
67,337,246
-
Issue of shares:
-
Profit for the year
219,034,750
Issued
Capital
RM
Exchange differences
on translation of
foreign operations
As of May 1, 2007
The Group
(14,651,894)
-
13,250,544
(14,651,894)
-
-
-
-
-
-
-
-
-
-
(13,250,544)
Treasury
Shares
RM
501,838,628
(1,390,314)
14,742,403
(14,651,894)
(16,775,026)
-
87,556,281
13,457,811
27,500
74,070,970
35,182,691
-
35,144,820
37,871
397,174,487
Total
RM
19,116,663
-
-
-
(54,465)
392,000
-
-
-
-
(575,815)
(41,543)
(534,272)
-
19,354,943
Minority
Interests
RM
520,955,291
(1,390,314)
14,742,403
(14,651,894)
(16,829,491)
392,000
87,556,281
13,457,811
27,500
74,070,970
34,606,876
(41,543)
34,610,548
37,871
416,529,430
Total
Equity
RM
Statements of Changes in Equity
for the year ended April 30, 2009
A N N U A L R E P O RT 2 0 0 9
61
62
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
-
Share of minority
interests on results of
associated companies
Total recognised income
Dividends (Note 12)
Share buyback
39,377,493
-
-
-
-
-
-
39,377,493
31,585
-
-
63,222
-
-
63,222
(31,637)
199,400,185
-
(12,552,231)
31,977,171
-
31,977,171
-
179,975,245
Unappropriated
Profit
RM
Foreign
Currency
Translation
Reserve
RM
Share
Premium
RM
Distributable
Reserve
Non-distributable
Reserves
The accompanying Notes form an integral part of the Financial Statements.
297,169,421
-
Profit for the year
As of April 30, 2009
-
297,169,421
Issued
Capital
RM
Exchange differences
on translation of
foreign operations
As of May 1, 2008
The Group
(19,560,900)
(4,909,006)
-
-
-
-
-
(14,651,894)
Treasury
Shares
RM
516,417,784
(4,909,006)
(12,552,231)
32,040,393
-
31,977,171
63,222
501,838,628
Total
RM
21,051,185
-
(5,050,983)
6,985,505
152,776
6,832,729
-
19,116,663
Minority
Interests
RM
537,468,969
(4,909,006)
(17,603,214)
39,025,898
152,776
38,809,900
63,222
520,955,291
Total
Equity
RM
Statements of Changes in Equity (cont’d)
for the year ended April 30, 2009
The Company
Nondistributable
Reserves
Distributable
Reserve
Issued
Capital
RM
Share
Premium
RM
Unappropriated
Profit
RM
Treasury
Shares
RM
Total
RM
219,034,750
29,854,338
506,385
(13,250,544)
236,144,929
-
-
18,721,109
-
18,721,109
67,337,246
6,733,724
-
-
74,070,970
25,000
2,500
-
-
27,500
10,772,425
2,685,386
-
-
13,457,811
78,134,671
9,421,610
-
-
87,556,281
Dividends (Note 12)
-
-
(16,775,026)
-
(16,775,026)
Share buyback
-
-
-
(14,651,894)
(14,651,894)
Disposal of treasury shares (Note 30)
-
1,491,859
-
13,250,544
14,742,403
Expenses for issuance of equity securities
-
(1,390,314)
-
-
(1,390,314)
As of April 30, 2008
297,169,421
39,377,493
2,452,468
(14,651,894)
324,347,488
As of May 1, 2008
297,169,421
39,377,493
2,452,468
(14,651,894)
324,347,488
Total recognised income and expense
- Net profit for the year
-
-
11,714,877
-
11,714,877
Dividends (Note 12)
-
-
(12,552,231)
-
(12,552,231)
Share buyback
-
-
-
(4,909,006)
(4,909,006)
297,169,421
39,377,493
1,615,114
(19,560,900)
318,601,128
As of May 1, 2007
Total recognised income and expense
- Net profit for the year
Issue of shares:
- Pursuant to Right issue
- Pursuant to Warrants exercised
- Pursuant to ESOS
As of April 30, 2009
The accompanying Notes form an integral part of the Financial Statements.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
63
Cash Flow Statements
for the year ended April 30, 2009
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
38,809,900
34,610,548
11,714,877
18,721,109
17,429,616
15,582,236
(29,375)
3,327,290
Allowance for diminution in
value of other investments
7,387,500
1,062,500
7,387,500
1,062,500
Goodwill written off
2,222,902
-
-
-
Depreciation of property,
plant and equipment
2,164,899
2,560,237
331,595
455,245
Interest expense
1,704,880
1,302,436
-
-
Bad debts written off
1,094,670
110,690
-
-
Note
CASH FLOWS FROM/
(USED IN) OPERATING
ACTIVITIES
Profit for the year
Adjustments for:
Income tax expense/(credit)
recognised in profit and loss
Property, plant and
equipment written off
181,940
2,720
-
-
Allowance for doubtful debts
118,991
649,694
-
-
Amortisation of prepaid lease
payments on leasehold land
4,045
4,045
-
-
Interest income
(5,628,238)
(3,849,557)
(442,216)
(1,433,774)
Gain on fair value valuation
(4,426,357)
-
-
-
Share of profits of
associated companies
(1,264,156)
(488,348)
-
-
Allowance for doubtful debts
no longer required
(464,363)
-
-
-
Gain on disposal of property,
plant and equipment
(262,015)
(154,863)
-
-
Impairment of goodwill
-
22,233
-
-
Unrealised foreign exchange
loss/(gain)
-
8,215
2,059,544
(643,133)
Gain on disposal of
a subsidiary company
-
(12,836)
-
-
Dividend income
-
-
(21,875,487)
(22,800,600)
59,074,214
51,409,950
(853,562)
(1,311,363)
Operating Profit/(Loss) Before
Working Capital Changes
64
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
157,568,899
(53,850,607)
(403,659)
(1,508,531)
Associated companies
(302,427)
(281,479)
-
395
Property development
projects
-
-
Note
(Increase)/Decrease in:
Receivables
(20,598,378)
(139,636,160)
Non-current assets held
for sale
-
5,566,598
-
-
Subsidiary companies
-
-
31,864,244
(35,478,939)
(4,087,315)
-
-
-
Inventories
Increase/(Decrease) in:
Payables
30,414,933
162,627,990
229,779
(760,263)
Contract work-in-progress
2,305,160
(2,498,213)
-
-
Cash Generated
From/(Used In) Operations
224,375,086
23,338,079
30,836,802
(39,058,701)
Tax (paid)/refund
(13,413,780)
(23,078,470)
1,468,376
(1,792,103)
Interest paid
(22,269,086)
(19,923,533)
(9,185,599)
(10,974,107)
188,692,220
(19,663,924)
23,119,579
(51,824,911)
Purchase of property, plant
and equipment
(937,577)
(3,557,060)
(12,577)
(73,532)
Proceeds from disposal of
property, plant and equipment
356,579
323,502
-
-
Proceeds from disposal of
subsidiary companies
-
82,589
2
100,000
Purchase of investment
property
-
(1,176,044)
-
-
Proceeds from disposal of
associated companies
-
1
-
1
Additions to other investments
-
-
-
-
Purchase of shares in
subsidiary companies
-
-
(900,000)
(757,996)
Net Cash From/(Used In)
Operating Activities
CASH FLOWS FROM/
(USED IN) INVESTING
ACTIVITIES
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
65
Cash Flow Statements (cont’d)
for the year ended April 30, 2009
The Group
Note
Interest received
Issue of shares to minority
interests
The Company
2009
2008
RM
RM
2009
RM
2008
RM
5,684,541
3,883,178
442,216
1,433,774
-
392,000
-
-
Dividend received from:
- subsidiary companies
-
-
20,362,987
19,825,783
- associated companies
835,370
412,530
-
-
-
(2,568,859)
(2)
(250,006)
5,938,913
(2,208,163)
19,892,626
20,278,024
39,480,723
38,983,546
-
-
4,000,000
18,000,000
-
-
21,337,798
4,204,786
20,000,000
-
-
74,070,970
27,500
13,457,811
-
74,070,970
27,500
13,457,811
Decrease/(Increase) in bank
balances and deposits
pledged
14,455,076
49,601,874
8,485,136
(840,750)
Disposal of treasury shares
-
14,742,403
-
14,742,403
Incidental costs for corporate
exercise
-
(1,390,314)
-
(1,390,314)
(164,000,000)
(20,000,000)
(27,000,000)
(20,000,000)
Repayment of bonds
(20,000,000)
-
-
-
Repayment of term loans and
bridging loans
(61,445,140)
(16,347,928)
(20,000,000)
(1,399,872)
(413,952)
(870,357)
-
-
Net cash outflow on
acquisition of subsidiary
companies (Note 17)
Net Cash From/(Used In)
Investing Activities
CASH FLOWS FROM/
(USED IN) FINANCING
ACITIVITIES
Drawdown of term loans and
bridging loans
Drawdown of Islamic
securities
Drawdown of revolving credit
Proceeds from issuance of shares:
- Rights Issue
- Warrants exercised
- ESOS
Repayment of Islamic debt
securities
Repayment of hire-purchase
and lease payables
66
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
The Group
Note
2009
RM
Repayment of revolving credit
Share buyback
Dividend paid
Dividend paid to
minority shareholders
Net Cash (Used In)/From
Financing Activities
NET INCREASE/
(DECREASE) IN CASH
AND CASH EQUIVALENTS
CASH AND CASH
EQUIVALENTS AT
BEGINNING OF YEAR
CASH AND CASH
EQUIVALENTS AT
END OF YEAR
28
2008
RM
The Company
2009
2008
RM
RM
-
(22,000,000)
-
(22,000,000)
(4,909,006)
(14,651,894)
(4,909,006)
(14,651,894)
(14,154,505)
(14,305,050)
(14,154,505)
(14,305,050)
(52,900)
(54,465)
-
-
(185,701,906)
123,468,882
(37,578,375)
27,710,804
8,929,227
101,596,795
5,433,830
(3,836,083)
144,013,436
42,416,641
224,906
4,060,989
152,942,663
144,013,436
5,658,736
224,906
Note :During the current financial year, the Group acquired property, plant and equipment with an aggregate cost of RM937,577 (2008: RM3,557,060) of
which RM308,760 (2008: RMNil) was acquired under hire-purchase arrangements. Cash payments for the acquisition of property, plant and equipment
amounted to RM628,817 (2008: RM3,557,060).
The accompanying Notes form an integral part of the Financial Statements.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
67
Notes to the Financial Statements
1. GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa
Malaysia Securities Berhad.
The Company is principally involved in property development and investment holding.
The principal activities of the subsidiary and associated companies are disclosed in Note 41.
During the year, the Company acquired the following subsidiary company:
Subsidiary companies
BH Interiors Sdn. Bhd. (formerly known as Berapit Harta Sdn. Bhd.)
Equity interest
100%
The details of the acquisition of the subsidiary company are as disclosed in Note 17.
Other than as stated above, there have been no significant changes in the nature of the principal activities of the Company and its
subsidiary companies during the financial year.
The financial statements of the Group and of the Company are expressed in Ringgit Malaysia.
The registered office and principal place of business of the Company is located at 12th Floor, Wisma Glomac 3, Kompleks Kelana Centre
Point, Jalan SS 7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan.
The financial statements of the Group and of the Company were authorised for issue by the Board of Directors in accordance with a
resolution of the Directors on August 10, 2009.
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements of the Group and of the Company have been prepared in accordance with the provisions of the Companies Act,
1965 and the Financial Reporting Standards in Malaysia applicable to listed entities and its subsidiary companies.
Adoption of New and Revised Financial Reporting Standards
In the current financial period, the Group and the Company has adopted all of the new or revised Financial Reporting Standards (“FRSs”),
amendments to FRS and IC Interpretations (“IC Int.”) issued by MASB that are relevant to its operations and effective for annual periods
beginning on or after January 1, 2008 as follows:
FRS 107
FRS 111
FRS 112
FRS 118
FRS 121
FRS 137
IC Int. 8
Cash Flow Statements
Construction Contracts
Income Taxes
Revenue
Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates - Net investment in a foreign operation
Provisions, Contingent Liabilities and Contingent Assets
Scope of FRS 2
The adoption of the abovementioned revised FRSs, amendments to FRS and IC Interpretation have not resulted in substantial changes in
the Group’s and the Company’s accounting policies and did not have any material financial effect on the financial statements of the Group
and of the Company for the current and prior financial years.
68
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (cont’d)
Standards and Interpretations in Issue But Not Yet Adopted
At the date of authorisation of issue of the financial statements of the Group and of the Company, the following new or revised FRSs and
IC Interpretations were issued but not yet effective:
FRS 1
FRS 2
FRS 4
FRS 7
FRS 8
FRS 123
FRS 127
FRS 139
IC Interpretation
IC Interpretation
IC Interpretation
IC Interpretation
IC Interpretation
9
10
11
13
14
First-time Adoption of Financial Reporting Standards (Amendments relating to cost of an investment in a
subsidiary, jointly controlled entity or associate)
Share-based Payment (Amendments relating to vesting conditions and cancellations)
Insurance Contracts *
Financial Instruments: Disclosures *
Operating Segments **
Borrowing Costs (Revised) *
Consolidated and Separate Financial Statements (Amendments relating to cost of an investment in a
subsidiary, jointly controlled entity or associate)
Financial Instruments: Recognition and Measurement *
Reassessment Of Embedded Derivatives *
Interim Financial Reporting and Impairment *
FRS 2 - Group and Treasury Share Transactions *
Customer Loyalty Programmes *
FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction *
*
**
Effective for annual periods beginning on or after January 1, 2010
Effective for annual periods beginning on or after July 1, 2009
Consequential amendments were also made to various FRS as a result of these new/revised FRS.
FRS 1, FRS 2, FRS 4, FRS 127 and all IC Interpretations are not expected to be relevant to the operations of the Group and of the
Company. The Directors anticipate that the adoption of the applicable FRSs and IC Interpretations in future periods will have no material
financial effect on the financial statements of the Group and the Company. The adoption of these new/revised FRS and amendments to
FRS and IC Interpretation will have no material impact on the financial statements of the Group and the Company in the period of initial
application except for the following:
FRS 7 and the consequential amendment to FRS 101 Presentation of Financial Statements require disclosure of information about the
significance of financial instruments for the Group’s and the Company’s financial position and performance, the nature and extent of risks
arising from financial instruments, and the objectives, policies and processes for managing capital. The impact of applying FRS 7 on the
financial statements upon the first adoption of this standard as required by paragraph 30(b) of FRS 108, Accounting Policies, Changes in
Accounting Estimates and Errors are not required to be disclosed by virtue of exemptions provided under paragraph 44AB of FRS 7.
FRS 8, which replaces FRS 1142004 Segment Reporting, requires the identification of operating segments based on internal reports that
are regularly reviewed by the Group’s chief operating decision maker in order to allocate resources to the segments and to assess their
performance. Currently, the Group identifies two sets of segments (business and geographical) using a risks-and-rewards approach, with
the Group’s ‘system of internal financial reporting to key management personnel’ serving only as the starting point for the identification of
such segments. As a result, following the adoption of FRS 8, the identification of the Group’s reportable segments may change.
FRS 123 (Revised) eliminates the option available under the previous version FRS 123 to recognise all borrowing costs immediately as an
expense. An entity shall capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset as part of the cost of that asset. This principal change in the Standard has no impact on the financial statements of the Group in the
period of initial application as it has always been the Group’s accounting policy to capitalise borrowing costs incurred on qualifying assets.
FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell
non-financial items. The impact of applying FRS 139 on the financial statements upon the first adoption of this standard as required by
paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors are not required to be disclosed by virtue
of exemptions provided under paragraph 103AB of FRS 139.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
69
Notes to the Financial Statements (cont’d)
3. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention except that
investment properties are stated at fair value.
(b) Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group and the
Company and the amount of the revenue can be measured reliably.
(i) Sale of development properties
Revenue from sale of residential and commercial properties are accounted for by the stage of completion method as described
in Note 3(p).
Sale of completed property units is recognised when the risk and reward associated with ownership transfers to the property
purchasers.
(ii) Construction contracts
(iii) Project management fee
Dividend income is recognised when the right to receive payment is established.
(v) Rental income
Project management fee is recognised when such service is rendered.
(vi) Dividend income
Revenue from construction contracts is accounted for by the stage of completion method as described in Note 3(q).
Rental income is recognised over the tenure of the rental period of properties.
(vi) Interest income
(c) Employee Benefits
Interest income is recognised on an accrual basis.
(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. Short-term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future
compensated absences and short-term non-accumulating compensated absences such as sick leave are recognised when the
absences occur.
(ii) Defined contribution plan
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”), a statutory defined
contribution plan for all their eligible employees based on certain prescribed rates of the employees’ salaries. Such contributions
are recognised as an expense in the income statements as incurred. Once the contributions have been paid, the Group and the
Company have no further payment obligations.
70
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(d) Functional and reporting currency
The individual financial statements of each group entity are presented in the currency of the primary economic environment in which
the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position
of each entity are expressed in Ringgit Malaysia (“RM”), which is the functional currency of the Company and the presentation
currency for the consolidated financial statements.
In preparing the financial statements of the individual entities, transactions in currencies other than the functional currency (foreign
currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary
items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items
carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value
was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
expressed in Ringgit Malaysia using exchange rates prevailing on the balance sheet date. Income and expense items are translated
at the average exchange rates for the year. Exchange differences arising, if any, are classified as equity and transferred to the
Group’s translation reserve account. Such translation differences are recognised in income statements in the year in which the foreign
operation is disposed off.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the
income statements for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are
included in the income statements for the period except for differences arising on the retranslation of non-monetary items in respect
of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or
loss is also recognised directly in equity.
(e) Income Taxes
Income tax in the income statements 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 or substantively
enacted by the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary differences as of the balance sheet date between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable
temporary differences while 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 future 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 the 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 statements 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 in 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.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient future taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
71
Notes to the Financial Statements (cont’d)
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(f) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company
(its subsidiary companies). Control is achieved where the Company has the power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities.
The consolidated financial statements incorporate the financial statements of the Company and of its subsidiary companies as
mentioned in Note 41 made up to April 30, 2009. The results of subsidiary companies 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.
Where necessary, adjustments are made to the financial statements of subsidiary companies to bring their accounting policies into
line with those used by other members of the Group.
All significant intercompany transactions, balances and resulting unrealised profits are eliminated on consolidation. Unrealised losses
are eliminated on consolidation unless costs cannot be recovered. The consolidated financial statements reflect external transactions
only.
Minority interests in the net assets (excluding goodwill) of the consolidated subsidiary companies are identified separately from the
Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination
and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the
minority’s interest in the subsidiary company’s equity are allocated against the interests of the Group except to the extent that the
minority has a binding obligation and is able to make an additional investment to cover the losses.
(g) Business Combination
Acquisition of subsidiary companies and businesses are accounted for using the purchase method. The cost of the business
combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed,
and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the
business combination. The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition
under FRS 3, Business Combinations are recognised at their fair values at the acquisition date, except for non-current assets that
are classified as held for sale in accordance with FRS 5, Non-current Assets Held for Sale and Discontinued Operations, which are
recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess cost of the business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If,
after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities
recognised exceeds the cost of the business combination, the excess is recognised immediately in the income statements.
The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets,
liabilities and contingent liabilities recognised.
(h) Investment in Subsidiary Company
Investment in unquoted shares of subsidiaries, which is eliminated on consolidation, is stated in the Company’s financial statements
at cost. When there is an indication of impairment in the value of the assets, the carrying amount of the investment is assessed and
written down immediately to its recoverable amount.
72
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(i) Investments in Associated Company
An associated company is an entity over which the Group has significant influence and that is neither a subsidiary company nor an
interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee
but is not control or joint control over those policies.
The results and assets and liabilities of associated company are incorporated in these financial statements using the equity method
of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with FRS 5
Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associated company are
carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of
the associated company, less any impairment in the value of individual investments. Losses of an associated company in excess of
the Group’s interest in that associated company (which includes any long-term interests that, in substance, form part of the Group’s
net investment in the associated company) are not recognised unless the Group has incurred legal or constructive obligations or
made payments on behalf of the associated company.
Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent
liabilities of the associated company recognised at the date of acquisition is recognised as goodwill. The goodwill is included within
the carrying amount of the investment and is assessed for impairment as part of the investment. Any excess of the Group’s share
of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is
recognised immediately in income statements.
Where a group entity transacts with an associated company of the Group, profits and losses are eliminated to the extent of the
Group’s interest in the relevant associated company.
(j) Goodwill on Consolidation
Goodwill arising on the acquisition of a subsidiary company represents the excess of the cost of acquisition over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary company recognised at the
date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated
impairment losses.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from
the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is
less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of goodwill allocated to
the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment
loss recognised for goodwill is not reversed in a subsequent period.
On the disposal of a subsidiary company, the attributable amount of goodwill is included in the determination of the gain or loss on
disposal.
(k) Impairment of Goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units which are business
units to which goodwill has been allocated. The value in use calculation requires the Group to estimate the future cash flows expected
to arise from the cash-generating unit and a suitable discount rate in order to calculate present value.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
73
Notes to the Financial Statements (cont’d)
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(l) Impairment of Assets Excluding Goodwill
At each balance sheet date, the Group reviews the carrying amounts of its assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of
the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income
statements, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the
revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal
of an impairment loss is recognised immediately in the income statements, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
(m) Property, Plant and Equipment
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 3(l).
Construction in progress is not depreciated. Depreciation of other property, plant and equipment is computed on a straight-line basis
to write off the cost of the property, plant and equipment over their estimated useful lives.
The principal annual rates used are as follows:
Building and improvements
6 years to 30 years
Furniture and fittings
10% - 20%
Office equipment
10% - 20%
Computers
20% - 33 1/3%
Motor vehicles
20%
Plant and machinery
20%
At each balance sheet date, the residual values, useful lives and depreciation method of the property, plant and equipment are
reviewed, and the effects of any changes are recognised prospectively.
Gain or loss arising from the disposal of an asset is determined as the difference between the estimated net disposal proceeds and
the carrying amount of the asset, and is recognised in the income statements.
74
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(n) Investment Property
Investment property, which is property held to earn rentals and/or for capital appreciation, is measured initially at its cost, including
transaction costs. Subsequent to initial recognition, investment property is measured at fair value. Gains or losses arising from
changes in the fair value of investment property are based on active market prices, adjusted, if necessary, for any difference in the
nature, location or conditions of the specific asset. If this information is not available, the Group uses alternative valuation methods
such as recent prices on less active markets or discounted cash flow projections. Changes in fair value are included in income
statements for the period in which they arise.
On the disposal of the investment property, or when it is permanently withdrawn from use and no economic benefits are expected
from its disposal, it shall be derecognised (eliminated from the balance sheet). The difference between the net proceeds and the
carrying amount is recognised in the income statements in the period of the retirement or disposal.
(o) Non-Current Assets Held for Sale
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a
sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the
asset (or disposal group) is available for immediate sale in its present condition.
Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year
from the date of classification. Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their
previous carrying amount and fair value less costs to sell. Any differences are included in the income statements.
(p) Land Held for Property Development and Property Development Costs
Land and development expenditure are classified as property development costs under current assets when significant development
work has been undertaken and is expected to be completed within the normal operating cycle.
Property development revenue are recognised for all units sold using the percentage of completion method, by reference to the stage
of completion of the property development projects at the balance sheet date as measured by the proportion that development costs
incurred for work performed to-date bear to the estimated total property development costs on completion.
When the outcome of a property development activity cannot be estimated reliably, property development revenue is recognised to
the extent of property development costs incurred that is probable of recovery.
Any anticipated loss on property development project (including costs to be incurred over the defects liability period), is recognised
as an expense immediately as foreseeable losses.
Accrued billings represent the excess of property development revenue recognised in the income statements over the billings to
purchasers while progress billings represents the excess of billings to purchasers over property development revenue recognised in
the income statements.
Land held for development and costs attributable to the development activities which are held for future development where no
significant development has been undertaken is stated at cost less impairment costs (if any). Such assets are transferred to property
development activities when significant development has been undertaken and the development is expected to be completed within
the normal operating cycle.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
75
Notes to the Financial Statements (cont’d)
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(q) Construction Contracts
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage
of completion of the contract activity at the balance sheet date, measured as the physical proportion that contract costs incurred
for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of
completion. Variations in contract work, claims and incentive payments are included to the extent that they have been agreed with
the customer.
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 as allowance for foreseeable loss.
When costs incurred on construction contracts plus recognised profits (less recognised losses) exceeds billings to contract customers,
the balance is shown as amount due from contract customers. When billings to contract customers exceed costs incurred plus
recognised profits (less recognised losses), the balance is shown as amount due to contract customers.
(r) Borrowing Costs
Interest incurred on borrowings related to property development activities or construction of assets are capitalised as part of the cost
of the asset during the period of time required to complete and prepare the asset for its intended use. Capitalisation of borrowing
costs ceases when the assets are ready for their intended use or sale.
All other borrowing costs are recognised as an expense in the income statements in the period in which they are incurred.
(s) Investments
Investments in subsidiary and associated companies are stated at cost less impairment losses in the financial statements of the
Company.
Investments in subsidiary and unquoted shares are held on a long-term basis. When there is an indication of impairment in the value
of the investments, the carrying amount of the investment is assessed and written down immediately to its recoverable amount.
On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged or credited to the
income statements.
The policy for recognition and measurement of impairment losses is in accordance with Note 3(l).
(t) Inventories
Inventories comprise completed property units for sale and are valued at the lower of cost (determined on the specific identification
basis) and net realisable value.
(u) Property, Plant and Equipment Under Hire-Purchase Arrangements
Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements and the
corresponding obligations treated as liabilities. Finance charges are allocated to the income statements to give a constant periodic
rate of interest on the remaining hire-purchase liabilities.
76
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(v) Leases
(i) Finance Lease
Assets acquired under leases which transfer substantially all of the risks and rewards incident to ownership of the assets are
capitalised under property, plant and equipment. The assets and the corresponding lease obligations are recorded at their fair
values or, if lower, at the present value of the minimum lease payments of the leased assets at the inception of the respective
leases.
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 statements over the term of the relevant lease period 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 and assets under hire-purchase is consistent with that for depreciable property, plant
and equipment as described in Note 3(m).
(ii) Operating Lease
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating lease are charged to income statements over the lease period.
(w) Prepaid Lease Payments on Leasehold Land
Lease of land with title not expected to pass to the lessee by the end of the lease term is treated as operating lease as land normally
has an indefinite economic life. The up-front payments made on entering into a lease or acquiring a leasehold land that is accounted
for as an operating lease are accounted for as prepaid lease payments that are amortised over the lease term on a straight line basis
except for leasehold land classified as investment property.
(x) Provisions
Provisions are made when the Group and the Company have a present legal or constructive obligation as a result of past events,
when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate of the amount
can be made.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the
receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can
be measured reliably.
(y) Shares Bought Back
Shares bought back held as treasury shares are accounted for on the cost method and presented as a deduction from equity. Should
such shares be cancelled, their nominal amounts will be eliminated, and the differences between their cost and nominal amounts will
be taken to reserves as appropriate. When such shares are subsequently sold or reissued, any consideration received, net of any
directly attributable incremental external cost and the deferred tax effects, is recognised in equity.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
77
Notes to the Financial Statements (cont’d)
3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(z) Cash and Cash Equivalents
The Group and the Company adopt the indirect method in the preparation of cash flow statements.
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank and short-term highly
liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts.
(aa)Financial Instruments
Financial instruments are recognised in the balance sheets when the Group or the Company has become a party to the contractual
provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual agreement. Interest,
dividends and gains and losses relating to a financial instrument classified as a liability, are reported as expense or income. Distributions
to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Group
and the Company has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle
the liability simultaneously.
(i) Receivables
Trade and other receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowance
is made for debts that are considered to be doubtful of collection.
(ii) Payables
Trade and other payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
(iii) Interest bearing loans and borrowings
Interest bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of directly attributable
transaction costs.
(iv) Equity instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are
declared.
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 transaction which would otherwise have been avoided.
The consideration paid, including attributable transaction costs on repurchased ordinary shares of the Company that have not
been cancelled, are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in
income statements on the sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the
difference between the sales consideration and the carrying amount is recognised in equity.
78
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
(a) Critical judgments in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, which are described in Note 3 above, management is of the opinion that
there are no instances of application of judgment which are expected to have a significant effect on the amounts recognised in the
financial statements except for below:
(i) Revenue Recognition on Property Development and Construction Contracts
The Group recognises property development and contract revenue in the income statements by using the stage of percentageof-completion method, which is standard for similar industries.
The stage of completion is determined by the proportion that property development and contract costs incurred for work
performed to date bear to the estimated total property development and contract costs. Estimated losses are recognised in full
when determined. Property development and contract revenue and expenses estimates are reviewed and revised periodically
as work progresses and as variation orders are approved.
Significant judgment is required in determining the stage of completion, the extent of the property development and contract
costs incurred, the estimated total property development and contract revenue and costs, as well as the recoverability of the
project undertaken. In making the judgment, the Group evaluates based on past experience and by relying on the work of
specialists. If the Group is unable to make reasonably dependable estimates, the Group would not recognise any profit before a
contract is completed, but would recognise a loss as soon as the loss becomes evident.
Adjustments based on the percentage-of-completion method are reflected in property development and contract revenue in
the reporting period. To the extent that these adjustments result in a reduction or elimination of previously reported property
development and contract revenue and costs, the Group recognise a charge or credit against current earnings and amounts in
prior periods, if any, are not restated.
Note 3(b) describes the Group’s policy to recognise revenue from sales of properties using the percentage of completion
method. Property development revenue is recognised in respect of all development units that have been sold.
(ii) Classification between Investment Properties and Property, Plant and Equipment
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for
own use for administrative purposes.
If these portions would be sold separately (or leased out separately under a finance lease), the Group would account for the
portions separately. If the portions could not be sold separately, the property is an investment property only if an insignificant
portion is held for own use for administrative purposes. Judgement is made on an individual property basis to determine whether
ancillary services are so significant that a property does not qualify as an investment property.
The Group has several properties sub-let but has decided not to treat these properties as investment property because it is
not the Group’s intention to hold these properties in the long-term for capital appreciation or rental income. Accordingly, these
properties are still classified as property, plant and equipment.
(iii) Deferred Tax Assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable
that taxable profit will be available against which the losses and capital allowances can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and
level of future taxable profits together with future tax planning strategies. Further details are contained in Note 21.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
79
Notes to the Financial Statements (cont’d)
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)
(b) Key sources of estimation uncertainty
The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year.
(i) Estimated Impairment of Goodwill
The Group tests goodwill for impairment annually in accordance with its accounting policy. More regular reviews are performed
if events indicate that this is necessary.
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating unit to which goodwill
has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the
cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the
balance sheet date was RM862,845 (2008 : RM850,600) and impairment loss of RMNil (2008 : RM22,233) was recognised
during the current financial year.
(ii) Revenue Recognition on Variation Orders
Some portions of the Group’s revenue are billed under fixed price contracts. Variation orders are commonly billed to customers
in the normal course of business and these are recognised to the extent they have been agreed with the customers and can be
reasonably estimated.
(iii) Allowance for Doubtful Debts
The Group makes allowance for doubtful debts based on an assessment of the recoverability of trade receivables. Allowances
are applied to trade receivables where events or changes in circumstances indicate that the balances may not be collectible. The
identification of doubtful debts requires the use of judgement and estimates. Where the expectation is different from the original
estimate, such difference will impact the carrying value of trade receivables and doubtful debts expenses in the period in which
such estimate has been changed.
(iv) Impairment of Non-Current Assets
The Group reviews the carrying amount of their non-current assets, which include property, plant and equipment, investment
properties, land held for property development and other investments, to determine whether there is an indication that those
assets have suffered an impairment loss. As of April 30, 2009, the impairment loss on other investments is disclosed in Note 19.
80
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
5. REVENUE
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
321,235,314
288,270,564
-
-
10,675,155
9,674,196
-
-
Construction contracts
8,853,270
11,199,927
-
-
Project management fee
4,502,515
540,307
-
-
-
14,650,000
-
-
Property development
Rental income
Sales of land bank
Dividends from subsidiary
companies:
- Gross dividends
-
-
6,050,000
11,441,600
- Exempt dividends
-
-
15,825,487
11,359,000
345,266,254
324,334,994
21,875,487
22,800,600
6. COST OF SALES
The Group
2009
RM
2008
RM
The Company
2009
2008
RM
RM
Property development costs
257,522,060
233,183,367
-
-
Construction contract costs
8,587,940
12,878,745
-
-
Rental and related costs
1,444,576
945,987
-
-
-
5,614,010
-
-
267,554,576
252,622,109
-
-
Cost of land bank sold
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
81
Notes to the Financial Statements (cont’d)
7. INVESTMENT REVENUE
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
- deposits with
licensed financial
institutions
2,664,769
1,780,193
294,903
1,014,100
- housing development
accounts
1,497,034
829,472
-
-
- overdue balances of
house purchasers
1,201,301
738,983
-
-
Interest income from:
- other investments
240,497
342,750
26,865
342,750
- stakeholders’ sum
-
132,100
-
-
- subsidiary companies
- others
-
-
120,448
76,924
24,637
26,059
-
-
5,628,238
3,849,557
442,216
1,433,774
8. FINANCE COSTS
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
- term loans
5,384,395
7,474,387
-
31,756
- bonds
6,566,108
7,828,601
6,566,108
6,552,997
158,347
245,531
116,467
-
- Islamic debt securities
6,865,974
10,646,302
1,726,299
3,537,784
- overdrafts, revolving
credit and other borrowings
2,113,501
4,151,767
776,725
851,570
21,088,325
30,346,589
9,185,599
10,974,107
(19,383,445)
(29,044,153)
-
-
-
-
(9,185,599)
(10,974,107)
1,704,880
1,302,436
-
-
Interest expenses on:
- hire-purchase and lease
Less: Finance charges capitalised
- Property development costs (Note 23)
Amount absorbed by subsidiary
companies
82
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
9. PROFIT BEFORE TAX
(a) Profit before tax have been arrived at after charging/(crediting):
The Group
2009
RM
2008
RM
The Company
2009
2008
RM
RM
Allowance for diminution in value
of other investments
Goodwill written off
7,387,500
1,062,500
7,387,500
1,062,500
2,222,902
-
-
-
2,164,899
2,560,237
331,595
455,245
1,094,670
110,690
-
-
308,952
233,921
35,000
35,000
15,196
5,379
-
-
9,012
5,000
5,000
5,000
Depreciation of property, plant
and equipment
Bad debts written off
Auditors’ remuneration:
- current
- (over)/under provision in prior year
- other services
Tax penalties
262,058
21,169
-
-
Property, plant and equipment written off
181,940
2,720
-
-
Allowance for doubtful debts
118,991
649,694
-
-
69,655
29,600
46,170
46,170
Rental of premises
Amortisation of prepaid lease payment
Gain on fair value of investment property
4,045
4,045
-
-
(4,426,357)
-
-
-
(464,363)
-
-
-
Allowance for doubtful
debts no longer required
Gain on disposal of
property, plant and equipment
(262,015)
(154,863)
-
-
(64,808)
(899,908)
(15,600)
(10,875)
Impairment of goodwill
-
22,233
-
-
Unrealised foreign exchange loss/(gain)
-
8,215
2,059,544
(643,133)
Rental income
Realised foreign exchange gain
-
(14,101)
-
(14,101)
Gain on disposal of subsidiary company
-
(12,836)
-
-
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
83
Notes to the Financial Statements (cont’d)
9. PROFIT BEFORE TAX (cont’d)
(b) Staff costs
The Group
Wages, salaries and bonuses
Pension costs - defined contribution plan
Social security costs
Less: Amount charged to development
costs (Note 23)
The Company
2009
2008
RM
RM
2009
RM
2008
RM
14,168,502
15,083,657
123,705
142,834
1,664,214
1,888,716
13,448
15,958
143,566
147,385
1,225
1,255
15,976,282
17,119,758
138,378
160,047
(9,990,638)
(10,714,116)
-
-
5,985,644
6,405,642
138,378
160,047
(c) Directors’ remuneration
The Group
2009
RM
2008
RM
2,795,000
2,380,000
The Company
2009
2008
RM
RM
Directors of the company
Executive:
Salaries and other emoluments
113,750
85,000
Pension costs - defined contribution plan
335,400
285,600
13,650
10,200
Benefits-in-kind
105,600
105,600
30,600
30,600
3,236,000
2,771,200
158,000
125,800
73,500
66,000
73,500
66,000
3,309,500
2,837,200
231,500
191,800
3,130,400
2,665,600
127,400
95,200
73,500
66,000
73,500
66,000
(2,668,120)
(2,200,768)
-
-
535,780
530,832
200,900
161,200
Non-Executive:Fees
Total
Analysis excluding benefits-in-kind:
Total executive directors’ remuneration
excluding benefits-in-kind
Total non-executive directors’ remuneration
excluding benefits-in-kind
Less: Amount charged to development
costs (Note 23)
84
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
9. PROFIT BEFORE TAX (cont’d)
(c) Directors’ remuneration (cont’d)
The number of Directors of the Company whose total remuneration for the year fell within the following bands is as follows:
Executive directors
2009
2008
Non-executive directors
2009
2008
Range of remuneration:
Below RM50,000
-
-
2
2
RM600,001 to RM650,000
-
-
-
-
RM650,001 to RM700,000
-
-
-
-
RM700,001 to RM750,000
-
-
-
-
RM750,001 to RM800,000
-
-
-
-
RM800,001 to RM850,000
-
-
-
-
RM850,001 to RM900,000
-
2
-
-
RM900,001 to RM950,000
-
-
-
-
RM950,001 to RM1,000,000
3
1
-
-
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
85
Notes to the Financial Statements (cont’d)
10. INCOME TAX EXPENSE/(CREDIT)
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
18,808,871
15,527,457
1,817,500
3,112,000
66,150
342,044
-
257,915
18,875,021
15,869,501
1,817,500
3,369,915
(1,396,548)
(52,385)
(1,855,073)
(42,625)
(48,857)
(234,880)
8,198
-
(1,445,405)
(287,265)
(1,846,875)
(42,625)
17,429,616
15,582,236
(29,375)
3,327,290
Income tax:
- Malaysian income tax
- Under provision
in prior years
Deferred tax (Note 21):
- Current
- Over/(Under) provision
in prior years
A reconciliation of income tax applicable to profit before tax at the statutory income tax rate to income tax at the effective income tax rate
of the Group and of the Company is as follows:
The Group
2008
RM
56,239,516
50,192,784
11,685,502
22,048,399
-
868,854
-
-
14,059,879
12,570,917
2,921,376
5,732,584
Effect of income not subject to tax
(1,472,858)
(115,750)
(3,956,372)
(2,953,340)
Effect of expenses not deductible
for tax purposes
4,178,609
1,686,051
997,423
290,131
Profit before tax
Taxation at Malaysian
statutory tax rate of:
- the first RM500,000
profit at 20%
(2008 : 20%)
- on subsequent profit
at 25% (2008 : 26%)
86
The Company
2009
2008
RM
RM
2009
RM
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
10. INCOME TAX EXPENSE/(CREDIT) (cont’d)
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
-
48,000
-
-
Deferred tax assets not
recognised in respect
of current year’s
unabsorbed capital
allowances and tax
losses
888,186
417,000
-
-
Realisation of deferred
tax assets previously
not recognised
Effect of change in
corporate tax rate
(241,493)
-
-
-
Over/(Under) provision
of deferred tax expense
in prior years
(48,857)
(234,880)
8,198
-
Under/(Over)provision
of income tax expense
in prior years
66,150
342,044
-
257,915
Tax expense for the year
17,429,616
15,582,236
(29,375)
3,327,290
Tax in respect of small and medium scale companies with paid-up capital of RM2,500,000 and below is calculated at the rate of 20%
on chargeable income up to RM500,000. For chargeable income in excess of RM500,000, the statutory tax rate of 25% (2008: 26%)
is applicable. However, with effect from year of assessment 2009, this preferential tax rate will no longer be applicable for companies
that controls or being controlled directly or indirectly by another company which has a paid-up ordinary share capital of more than
RM2,500,000. Hence, with effect from January 1, 2009, companies under the Group will be subject to the same statutory tax rate as the
Company.
As of April 30, 2009, the Company has tax exempt income for distribution of RM22,806,000 (2008: RM22,806,000), subject to agreement
of the Inland Revenue Board.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
87
Notes to the Financial Statements (cont’d)
11. EARNINGS PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of ordinary shares
outstanding during the financial year held by the Company.
The Group
Profit attributable to equity holders of the parent (RM)
Number of shares in issue (net of treasury shares) as of May 1,
Effect of treasury shares
2008
31,977,171
35,144,820
286,077,221
209,121,750
(4,742,975)
2,260,708
Effect of rights shares
-
41,777,606
Effect of warrants
-
6,421
Effect of share options
-
5,346,747
281,334,246
258,513,232
11.4
13.6
Weighted average number of ordinary shares in issue
Basic earnings per share (sen)
2009
(b) Diluted
For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted average number of ordinary
shares outstanding during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, warrants and
share options granted to employees. The dilutive earning per share has been calculated by dividing the profit attributable to equity
holders by the weighted average number of shares that would have been in issue upon full exercise of the remaining Warrants,
adjusted by the number of such shares that would have been issued at fair value as follows:
The Group
Profit attributable to equity holders of the parent (RM)
Weighted average number of ordinary shares outstanding
2009
2008
31,977,171
35,144,820
281,334,246
258,513,232
N/A*
30,361,350
281,334,246
288,874,582
11.4
12.2
Effect of dilution:
Warrants
Adjusted weighted average number of ordinary shares
Diluted earnings per share (sen)
88
*Warrants that could potentially dilute earnings per share in the future have not been included in the calculation of diluted earnings
per share in 2009 because they are antidilutive for the current year.
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
12. DIVIDENDS
2009
RM
The Group and The Company
Net Dividends
Amount
per Ordinary Share
2008
2009
2008
RM
Sen
Sen
In respect of financial year ended
April 30, 2009:
- First interim dividend of
RM0.025 per share, tax exempt,
paid on May 20, 2009
6,980,043
-
2.5
-
- Interim dividend of
RM0.03 per share, tax exempt,
paid on June 27, 2008
-
8,582,317
-
3.0
- Second and final dividend of
RM0.02 per share, tax exempt,
paid on November 21, 2008
5,592,554
-
2.0
-
In respect of financial year ended
April 30, 2008:
In respect of financial year ended
April 30, 2007:
- Second and final dividend of
RM0.04 per share, less 27%
tax and special dividend of
RM0.01 per share, less 27%
tax, paid on November 20, 2007
(Over)/Underprovision in prior year
-
8,192,651
-
3.7
(20,366)
58
-
-
12,552,231
16,775,026
4.5
6.7
The directors propose a second and final dividend of RM0.035 per share, less 25% tax, totalling approximately RM7,324,491 (RM0.026
per share) in respect of the current financial year. The directors also propose a special dividend of RM0.01 per share, less 25% tax, totalling
approximately RM2,092,712 (RM0.008 per share) in respect of the current financial year. These dividends are subject to the approval of
the shareholders at the forthcoming Annual General Meeting, and have not been included as liability in the financial statements.
The proposed dividends for 2009 are payable in respect of all outstanding ordinary shares in issue at a date to be determined by the
directors subsequent to the approval of the shareholders at the forthcoming Annual General Meeting.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
89
90
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
-
As of April 30, 2009
Reclassified as
investment
properties
6,674,952
(210,338)
(9,077)
Disposals
Write off
17,968
Additions
6,876,399
-
As of April 30, 2008
-
Reclassified as
investment
properties
(7,215)
Disposals
Write off
9,077
176,637
6,697,900
Building and
improvements
RM
Acquisition of
subsidiary
companies
Additions
As of May 1, 2007
Cost
The Group 2,163,749
-
(22,044)
(20,922)
34,791
2,171,924
-
(2,897)
(13,360)
22,044
98,089
2,068,048
Furniture
and fittings
RM
13. PROPERTY, PLANT AND EQUIPMENT
1,646,356
-
(32,822)
(14,288)
104,430
1,589,036
-
-
(28,202)
32,822
120,285
1,464,131
Office
equipment
RM
2,030,044
-
(68,856)
-
89,974
2,008,926
-
-
(11,006)
85,414
151,210
1,783,308
Computers
RM
7,410,265
-
(60,141)
(1,121,155)
308,760
8,282,801
-
(5,397)
(1,713,970)
49,141
4,469
9,948,558
Motor
vehicles
RM
1,969,856
-
-
-
252,243
1,717,613
-
-
-
-
223,282
1,494,331
Plant and
machinery
RM
(8,294)
(1,773,753)
198,498
3,557,060
33,663,766
Total
RM
-
(2,106,633)
-
-
129,411
1,977,222
21,895,222
(2,316,971)
(192,940)
(1,156,365)
937,577
24,623,921
(11,013,356) (11,013,356)
-
-
-
2,783,088
10,207,490
Construction
in progress
RM
Notes to the Financial Statements (cont’d)
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
91
4,368,051
3,919,330
2009
2,755,622
2008
Net Book Value
As of April 30, 2009
(133,631)
-
Reclassified as
investment
properties
-
Write off
380,905
Disposals
2,508,348
Charge for the year
-
As of April 30, 2008
Write off
(3,337)
370,380
Charge for the year
Disposals
2,141,305
Building and
improvements
RM
As of May 1, 2007
Accumulated
Depreciation
The Group 601,035
745,324
1,562,714
-
-
(468)
136,582
1,426,600
(627)
(7,406)
131,554
1,303,079
Furniture
and fittings
RM
13. PROPERTY, PLANT AND EQUIPMENT (cont’d)
576,895
659,976
1,069,461
-
-
(789)
141,190
929,060
-
(6,950)
141,365
794,645
Office
equipment
RM
255,970
475,883
1,774,074
-
-
-
241,031
1,533,043
-
(6,650)
333,231
1,206,462
Computers
RM
2,072,289
3,001,309
5,337,976
-
(11,000)
(1,060,544)
1,128,028
5,281,492
(4,947)
(1,580,771)
1,411,483
5,455,727
Motor
vehicles
RM
470,206
355,126
1,499,650
-
-
-
137,163
1,362,487
-
-
172,224
1,190,263
Plant and
machinery
RM
-
1,977,222
-
-
-
-
-
-
-
-
-
-
Construction
in progress
RM
7,895,725
11,582,891
13,999,497
(133,631)
(11,000)
(1,061,801)
2,164,899
13,041,030
(5,574)
(1,605,114)
2,560,237
12,091,481
Total
RM
92
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
68,829
444,150
72,193
516,343
As of April 30, 2008
Charge for the year
As of April 30, 2009
279,982
2009
129,480
161,481
163,844
32,001
131,843
31,800
100,043
293,324
-
293,324
1,460
291,864
Furniture
and fittings
RM
37,752
42,419
134,852
14,076
120,776
12,484
108,292
172,604
9,409
163,195
6,987
156,208
Office
equipment
RM
77,160
118,154
276,768
44,162
232,606
52,132
180,474
353,928
3,168
350,760
13,398
337,362
Computers
RM
7
169,170
1,734,357
169,163
1,565,194
290,000
1,275,194
1,734,364
-
1,734,364
-
1,734,364
Motor
vehicles
RM
524,381
843,399
2,826,164
331,595
2,494,569
455,245
2,039,324
3,350,545
12,577
3,337,968
73,532
3,264,436
Total
RM
Certain property, plant and equipment of the Group with net book values of RM2,328,620 (2008: RM2,717,040) are held under hire-purchase and lease arrangements.
352,175
2008
Net Book Value
375,321
As of May 1, 2007
796,325
-
796,325
51,687
744,638
Building and
improvements
RM
Charge for the year
Accumulated
Depreciation
As of April 30, 2009
Additions
As of April 30, 2008
Additions
As of May 1, 2007
Cost
The Company
13. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Notes to the Financial Statements (cont’d)
14. PREPAID LEASE PAYMENTS ON LEASEHOLD LAND
Group
Leasehold
Land
Unexpired
period less
than 30 years
RM
Cost
As of April 30, 2008
121,353
As of April 30, 2009
121,353
Accumulated Amortisation
As of May 1, 2007
24,271
Charged to income statement
4,045
As of April 30, 2008
28,316
Charged to income statement
4,045
As of April 30, 2009
32,361
Carrying Amounts
As of April 30, 2008
93,037
As of April 30, 2009
88,992
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
93
Notes to the Financial Statements (cont’d)
15. INVESTMENT PROPERTIES
The investment properties, which pertain to subsidiary companies, are held for investment potential and rental income in future.
The Group
Freehold land Leasehold land
and buildings
and buildings
RM
RM
Total
RM
As of May 1, 2007
17,359,878
73,193,993
90,553,871
Transfer from property,
plant and equipment
11,013,356
-
11,013,356
1,176,044
-
1,176,044
As of April 30, 2008
29,549,278
73,193,993
102,743,271
As of May 1, 2008
29,549,278
73,193,993
102,743,271
2,183,340
-
2,183,340
4,426,357
4,426,357
-
(49,496,357)
(49,496,357)
31,732,618
28,123,993
59,856,611
Additions during the year
Transfer from property,
plant and equipment
Change in fair value of
investment property
Transfer to investment properties
held for sale (Note 29)
As of April 30, 2009
The fair value of the Group’s investment properties at April 30, 2009 has been arrived at on the basis of the Director’s best estimates,
by reference to a valuation report carried out in 2009 by an independent valuer that is not related to the Group and market evidence of
transaction prices for similar properties. Based on the above, the Directors are of their opinion that the carrying amount of the investment
properties of the Group approximates to the fair value.
The property rental income earned by the Group from its investment properties, all of which are leased out under operating leases,
amounted to RM10,675,155 (2008: RM9,674,196). Direct operating expenses arising on the investment properties amounted to
RM1,444,576 (2008: RM945,987).
Investment properties amounting to RM45,821,044 (2008: RM99,423,356) are pledged as securities for banking facilities granted to the
Group as mentioned in Note 32.
94
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
16. LAND HELD FOR PROPERTY DEVELOPMENT
The Group
2009
RM
2008
(As restated)
RM
99,441,884
89,998,627
Cost:
At beginning of year:
Freehold land - at cost
Leasehold land - at cost
87,700,276
37,687,575
174,969,047
172,543,554
362,111,207
300,229,756
Freehold land - at cost
52,985,424
67,360,058
Leasehold land - at cost
24,674,514
51,921,451
Development expenditure
28,530,056
47,404,981
106,189,994
166,686,490
1,373,901
-
Development expenditure
Additions:
Transfer from property development costs (Note 23):
Freehold land - at cost
Leasehold land - at cost
Development expenditure
541,128
-
2,737,965
-
4,652,994
-
-
(57,916,801)
Transfer to property development costs (Note 23):
Freehold land - at cost
Leasehold land - at cost
(2,899,430)
(1,908,750)
Development expenditure
(9,920,839)
(44,979,488)
(12,820,269)
(104,805,039)
460,133,926
362,111,207
Freehold land - at cost
153,801,209
99,441,884
Leasehold land - at cost
110,016,488
87,700,276
Development expenditure
196,316,229
174,969,047
460,133,926
362,111,207
At end of year:
Land held for development of certain subsidiary companies are charged together with property development costs for banking facilities
granted as disclosed in Note 32.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
95
Notes to the Financial Statements (cont’d)
16. LAND HELD FOR PROPERTY DEVELOPMENT (cont’d)
In accordance to the Joint Venture Agreement (“JVA”) with Permodalan Negeri Selangor Berhad (“PNSB”), Glomac Rawang Sdn Bhd, a
wholly owned subsidiary company, is obliged to pay PNSB entitlement on the higher of either RM41,400,000 (2008: RM41,300,000) or a
sum equal to 30% of the gross profit before tax (as defined in the JVA) generated by the development of the parcel of land progressively.
A total entitlement of RM41,400,000 has been included in the land held for property development.
In accordance to the Privatisation Agreement (“PA”) with Perbadanan Kemajuan Negeri Selangor (“PKNS”), FDA Sdn Bhd, a 70% owned
subsidiary company, is obliged to pay PKNS entitlement based on percentage of sales value (as defined in the PA) generated by the
development of the parcel of lands progressively. A total entitlement of RM28,636,550 (2008 : RM27,986,560) has been included in the
land held for property development.
In accordance to the Joint Venture Agreement (“JVA”) with Leader Domain Sdn Bhd (“LDSB”), Glomac Resources Sdn Bhd, a wholly
owned subsidiary company, is obliged to pay LDSB entitlement based on profit-sharing (as defined in the JVA) generated by the
development of the parcel of lands progressively. A total entitlement of RM11,007,472 (2008: RM7,500,000) has been included in the
property development costs.
During the financial year, a Supplementary Joint Venture Agreement (“SJVA”) with LDSB, Glomac Resources Sdn Bhd has agreed to
purchase the car park allotment (as defined in the SJVA). A total consideration of RM4,200,000 (2008: RMNil) has been included in the
property development costs.
96
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
17. SUBSIDIARY COMPANIES
The Company
2009
2008
RM
RM
Unquoted shares, at cost
67,499,802
66,599,802
(6,015,932)
(6,015,932)
61,483,870
60,583,870
Equity
interest
No. of shares
acquired
Total cash
consideration
RM
100%
2
2
Less: Accumulated Impairment losses
Details of the subsidiary companies are set out in Note 41.
(a) Acquisition of subsidiary company
On February 27, 2009, the Company acquired the following:
Subsidiary companies
BH Interiors Sdn. Bhd.
(formerly known as Berapit Harta Sdn. Bhd.)
The effects of the abovementioned acquisitions on the financial results of the Group are as follows:
Post-acquisition results of the subsidiary company acquired:
2009
RM
Revenue
-
Administration expenses
(498)
Loss before tax
(498)
Income tax expense
-
Net loss for the year
(498)
Attributable to:
Equity holders of the parent
(498)
Minority interests
-
If the acquisition had been completed on May 1, 2008, total group profit before tax for the year would have been RM56,238,890.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
97
Notes to the Financial Statements (cont’d)
17. SUBSIDIARY COMPANIES (cont’d)
(a) Acquisition of subsidiary company (cont’d)
The net fair value of the assets arising from the acquisitions is as follows:
Carrying
values
2009
RM
Fair values on
acquisitions
2009
RM
Net assets acquired:
Cash and bank balances
Other payable and accruals
Goodwill on acquisition (Note 20)
Total purchase consideration
2
2
(12,245)
(12,245)
(12,243)
(12,243)
12,245
2
2009
RM
Purchase consideration satisfied by cash:
BH Interiors Sdn. Bhd. (formerly known as Berapit Harta Sdn. Bhd.)
2
Less: Cash and cash equivalents of subsidiary companies acquired
(2)
Net cash outflow of the Group
-
(b) Additional investments in subsidiary company
On May 30, 2008, the Company’s cost of investment in a subsidiary company, Glomac Jaya Sdn. Bhd. (“GJSB”) has increased from
RM24,852 to RM924,852 by a subscription of 900,000 ordinary shares of RM1.00 each in GJSB.
98
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
18. ASSOCIATED COMPANIES
2009
RM
The Group
2008
RM
2009
RM
The Company
2008
RM
Unquoted shares, at cost
41,334,501
41,334,501
-
-
Share of post acquisition reserves
16,313,437
15,884,651
-
-
57,647,938
57,219,152
-
-
-
-
-
-
57,647,938
57,219,152
-
-
Less: Impairment losses
The summarised financial statements of the associated companies are as follows:
The Group
2009
RM
2008
RM
Total assets
314,605,328
293,774,556
Total liabilities
(191,753,949)
(170,031,704)
Net assets
122,851,379
123,742,852
54,065,508
53,636,722
3,582,430
3,582,430
57,647,938
57,219,152
16,518,396
29,014,454
Total profit for the year
2,515,793
1,659,953
Group’s share of profit for the year
1,264,156
488,348
Assets and Liabilities
Group’s share of associated companies’ net assets
Goodwill on acquisition
Income Statements
Total revenue
Details of the associated companies are set out in Note 41.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
99
Notes to the Financial Statements (cont’d)
19. OTHER INVESTMENTS
The Group
2008
RM
4,000,000
4,000,000
-
-
Unquoted subordinated
bonds, at cost
10,300,000
10,300,000
10,300,000
10,300,000
Allowance for diminution
in value
(8,450,000)
(1,062,500)
(8,450,000)
(1,062,500)
1,850,000
9,237,500
1,850,000
9,237,500
5,850,000
13,237,500
1,850,000
9,237,500
Unquoted shares, at cost
The Company
2009
2008
RM
RM
2009
RM
The investment in unquoted subordinated bonds is in relation to the Bonds as detailed in Note 32(g).
20. GOODWILL ON CONSOLIDATION
The Group
2009
RM
2008
RM
1,020,673
998,440
12,245
22,233
1,032,918
1,020,673
(170,073)
(147,840)
-
(22,233)
(170,073)
(170,073)
At beginning of year
850,600
850,600
At end of year
862,845
850,600
Cost
At beginning of year
Acquisition of subsidiary company (Note 17)
At end of year
Accumulated impairment losses
At beginning of year
Recognised during the year
At end of year
Carrying amount
100
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
20. GOODWILL ON CONSOLIDATION (cont’d)
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating unit (“CGU”) that is expected to benefit
from that business combination. Before recognition of any impairment losses, the carrying amount of goodwill had been allocated to the
following business segments as independent CGUs:
The Group
2009
RM
2008
RM
Property development division
395,167
395,167
Property investment division
455,433
455,433
12,245
-
862,845
850,600
Property management division
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amount of the CGU is determined from value-in-use calculation which uses cash flow projections derived from the most
recent financial budgets approved by management covering a five-year period, and an estimated discount rate of 6% per annum and an
average growth rate of 10% per annum
During the financial year, the Group assessed the recoverable amount of goodwill, and determined that goodwill associated with the
Group’s property development division was impaired by RMNil (2008 : RM22,233). The main factor contributing to the impairment of the
property development’s CGU in prior year was due to the construction of low medium cost properties by a subsidiary company. No writedown of the carrying amounts of other assets in the CGU was necessary.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
101
Notes to the Financial Statements (cont’d)
21. DEFERRED TAX ASSETS/(LIABILITIES)
The Group
At beginning of year
The Company
2009
2008
RM
RM
2009
RM
2008
RM
1,199,985
912,720
42,625
-
1,445,405
287,265
1,846,875
42,625
2,645,390
1,199,985
1,889,500
42,625
Recognised in income
statements (Note 10)
At end of year
Presented after appropriate offsetting as follows:
The Group
Deferred tax assets
Deferred tax liabilities
2008
RM
2,733,300
1,325,265
1,889,500
42,625
(87,910)
(125,280)
-
-
2,645,390
1,199,985
1,889,500
42,625
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:
Deferred tax assets of the Group:
Provision for
liabilities
RM
Unused tax
losses and
unabsorbed
capital
allowances
RM
Total
RM
At beginning of year
590,740
734,525
1,325,265
Recognised in income statements
(590,740)
1,998,775
1,408,035
-
2,733,300
2,733,300
At end of year
102
The Company
2009
2008
RM
RM
2009
RM
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
21. DEFERRED TAX ASSETS/(LIABILITIES) (cont’d)
Deferred tax assets/(liabilities) of the Company:
Property,
plant and
equipment
RM
At beginning of year
Recognised in income statements
At end of year
Others
RM
Total
RM
(62,000)
104,625
42,625
6,000
1,840,875
1,846,875
(56,000)
1,945,500
1,889,500
Property,
plant and
equipment
RM
Others
RM
Total
RM
Deferred tax liabilities of the Group:
At beginning of year
(118,280)
(7,000)
(125,280)
Recognised in income statements
37,370
-
37,370
At end of year
(80,910)
(7,000)
(87,910)
As mentioned in Note 3, the tax effects of transactions are recognised using the “liability” method and all taxable temporary differences are
recognised. Where deductible temporary differences, unused tax losses and unused tax credits would give rise to net deferred tax assets,
the tax effects are generally recognised to the extent that it is probable that future taxable profits will be available against which deductible
temporary differences, unused tax losses and unused tax credits can be utilised. As of April 30, 2009, the estimated amount of net deferred
tax assets pertaining to certain subsidiary companies which have not been recognised in the financial statements are as follows:
The Group
Unused tax losses
Unabsorbed capital allowances
2009
RM
2008
RM
2,631,225
1,765,491
(265,093)
(46,052)
2,366,132
1,719,439
No deferred tax assets were recognised in the financial statements of these subsidiary companies in the Group due to uncertainty of their
recoverability. The unabsorbed capital allowances and unused tax losses, which are subject to agreement by the Inland Revenue Board,
are available indefinitely for offset against future taxable profits of the respective subsidiary companies in the Group.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
103
Notes to the Financial Statements (cont’d)
22. INVENTORIES
Inventories of the Group amounting to RM3,057,379 (2008 : RM309,347) is pledged to financial institutions as security for bank borrowings
of the Group as mentioned in Note 32.
23. PROPERTY DEVELOPMENT COSTS
The Group
2009
RM
2008
(As restated)
RM
167,965,095
79,791,801
1,283,645,074
160,203,088
65,183,962
1,201,464,854
1,531,401,970
1,426,851,904
Freehold land - at cost
-
(51,367,549)
Leasehold land - at cost
-
-
Development expenditure
-
(170,564,493)
-
(221,932,042)
14,570,817
1,212,755
At beginning of year:
Freehold land - at cost
Leasehold land - at cost
Development expenditure
Reversal of completed projects:
Costs incurred during the year:
Freehold land - at cost
Leasehold land - at cost
Development expenditure
-
12,699,089
178,176,242
207,765,225
192,747,059
221,677,069
(1,373,901)
-
Transfer to land held for property development (Note 16):
Freehold land - at cost
Leasehold land - at cost
Development expenditure
(541,128)
-
(2,737,965)
-
(4,652,994)
-
Transfer from land held for property development (Note 16):
Freehold land - at cost
104
-
57,916,801
Leasehold land - at cost
2,899,430
1,908,750
Development expenditure
9,920,839
44,979,488
12,820,269
104,805,039
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
23. PROPERTY DEVELOPMENT COSTS (cont’d)
The Group
2009
RM
2008
(As restated)
RM
(3,488,068)
-
(556,917)
-
(4,044,985)
-
(1,247,253,413)
(1,236,002,088)
-
221,932,042
(257,522,060)
(233,183,367)
(1,504,775,473)
(1,247,253,413)
223,495,846
284,148,557
Freehold land - at cost
86,424,055
135,820,745
Leasehold land - at cost
24,673,656
26,291,886
112,398,135
122,035,926
223,495,846
284,148,557
Transfer to inventories:
Leasehold land - at cost
Development expenditure
Costs recognised as an expense in income statements:
Previous year
Reversal of completed projects
Current year
Cumulative costs at end of year
At end of year:
Development expenditure
Current charges to development costs include the following:
The Group
Interest expense (Note 8)
2009
RM
2008
RM
19,383,445
29,044,153
Directors’ emoluments (Note 9c)
2,668,120
2,200,768
Staff costs (Note 9b)
9,990,638
10,714,116
Land held for development and property development costs of certain subsidiary companies amounting to RM473,566,748 (2008 :
RM448,786,521) are charged for banking facilities granted to the subsidiary companies as mentioned in Note 32.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
105
Notes to the Financial Statements (cont’d)
24. AMOUNT DUE FROM/(TO) CONTRACT CUSTOMERS
The Group
Contract costs
Portion of profit attributable to contract works
performed todate
Billings to contract customers
2009
RM
2008
RM
65,435,197
57,643,521
1,112,809
1,206,003
66,548,006
58,849,524
(68,136,140)
(58,132,498)
(1,588,134)
717,026
Represented by:
Amount due from contract customers
Amount due to contract customers
-
1,319,660
(1,588,134)
(602,634)
(1,588,134)
717,026
25. TRADE RECEIVABLES
The Group
Trade receivables
Allowance for doubtful debts
2009
RM
2008
RM
50,301,087
67,910,229
(339,620)
(723,054)
49,961,467
67,187,175
Included in the Group’s trade receivables are retention sums receivable from customers of RM2,404,007 (2008: RM2,419,480).
Also included in the Group’s trade receivables is an amount of RM630,000 (2008: RM476,150) due from a related party, representing
amounts receivable from the sale of property development units in the normal course of business.
The Group’s normal trade credit term ranges from 7 to 60 days (2008: 7 to 60 days). Other credit terms are assessed and approved on a
case-by-case basis.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or groups of debtors.
106
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
26. OTHER RECEIVABLES
The Group
2008
RM
Other receivables
6,953,232
10,743,327
1,757,020
4,976,660
Prepaid expenses
1,693,432
2,657,899
934,136
1,261,049
Refundable deposits
6,023,469
4,054,006
36,572
36,522
-
6,590,801
-
1,251,925
3,039,096
3,935,725
-
-
Advances for property
development project
-
7,500,000
-
-
Accrued interest
income
-
56,560
-
-
17,709,229
35,538,318
2,727,728
7,526,156
Deposits in respect of:
- Purchase of land
Stakeholders’ sum
The Company
2009
2008
RM
RM
2009
RM
Other receivables comprise mainly expenses rechargeable to sub-contractors.
Included in other receivables of the Group and of the Company is an amount due from KJ Leisure Sdn. Bhd. of RM888,692 and RM888,692
(2008: RM812,803 and RM801,140) respectively , a company in which certain directors of the Company, namely, Tan Sri Dato’ Mohamed
Mansor bin Fateh Din, Datuk Fong Loong Tuck and Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor have interest in. The amount
mainly arose from the transactions pursuant to a project management agreement entered into for a property development project.
Stakeholders’ sum represents retention sums held by solicitors upon handling over of vacant possession to individual purchasers of
development properties. These amounts will be reimbursed from 6 to 18 months after the delivery of vacant possession together with
interest earned.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
107
Notes to the Financial Statements (cont’d)
27. AMOUNT DUE FROM/(TO) SUBSIDIARY AND ASSOCIATED COMPANIES
Amounts due from subsidiary companies arose mainly from trade transactions, advances granted and bear interest at rates ranging from
0.1% to 5.0% (2008: 0.1% to 5.8%) per annum which are unsecured and have no fixed terms of repayment.
Amounts due to subsidiary companies arose mainly from advances which are interest-free, unsecured and have no fixed terms of
repayment.
Amounts due from associated companies arose mainly from expenses paid on behalf which are interest-free, unsecured and have no fixed
terms of repayment.
Amounts due to associated companies arose mainly from advances which are interest-free, unsecured and have no fixed terms of
repayment.
During the financial year, significant transactions which are determined on a basis as negotiated between the Company and its subsidiary
companies are as follows:
The Company
2009
2008
RM
RM
Dividend receivable from subsidiary companies
Finance cost absorbed by subsidiary companies
Interest income receivable from subsidiary companies
Management and accounting fee receivable from subsidiary companies
108
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
21,875,487
9,185,599
120,448
2,400
26,791,600
10,974,107
76,924
2,400
28. CASH AND CASH EQUIVALENTS
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
59,682,587
63,741,194
2,021,939
2,733,726
95,682,058
8,248,783
102,018,719
13,416,466
8,248,783
13,416,466
163,613,428
179,176,379
10,270,722
16,150,192
Less:
Bank balances pledged
Deposits pledged
Bank overdrafts (Note 35)
(711,049)
(6,458,092)
(3,501,624)
(2,857,844)
(18,766,373)
(13,538,726)
(17,099)
(4,594,887)
-
(273,069)
(12,824,053)
(2,828,164)
Cash and cash equivalents
152,942,663
144,013,436
5,658,736
224,906
Cash on hand and at banks
Deposits with:
- licensed banks
- other licensed financial institutions
Cash and bank balances
Included in the Group’s cash and bank balances is an amount of RM31,614,317 (2008: RM36,707,369) which is held under Housing
Development Accounts pursuant to Section 7A of the Housing Developers Act 1966. These accounts consist of monies received from
purchasers and are used for the payment of property development expenditure incurred. The surplus monies, if any, will be released to the
Group upon the completion of the property development and after all property development expenditure has been fully settled.
Cash and bank balances of the Group and of the Company totalling RM711,049 (2008: RM2,857,844) and RM17,099 (2008 : RM273,069)
respectively have been placed in Disbursement, Finance Service Reserve and Sinking Fund Accounts, to secure the Islamic debt securities
as disclosed in Note 32.
Deposits of the Group and of the Company totalling to RM6,458,092 (2008: RM18,766,373) and RM4,594,887 (2008 : RM12,824,053)
respectively have been pledged to secure the Islamic debt securities and bank guarantee facilities.
The weighted average effective interest rates of deposits as of the balance sheet date were as follows:
The Group
The Company
2009
2008
%
%
2009
%
2008
%
- licensed banks
2.2
3.4
-
-
- other financial institutions
1.9
3.3
1.9
3.3
The average maturity period relating to the various deposits held as of the end of the financial year:
The Group
The Company
2009
2008
DAY
DAY
2009
DAY
2008
DAY
- licensed banks
59
48
-
-
- other financial institutions
15
22
22
22
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
109
Notes to the Financial Statements (cont’d)
29. NON-CURRENT ASSETS CLASSIFIED AS HELD FOR SALE
The Group
As beginning of year, at cost
Transfer from investment property (Note 15)
Disposals
As end of year, at cost
2009
RM
2008
RM
-
5,566,598
49,496,357
-
-
(5,566,598)
49,496,357
-
On February 11, 2009, a subsidiary company entered into a Sale and Purchase Agreement with Perbadanan Nasional Berhad (“PNS”), a
government owned company of the Ministry of Finance for the sale of investment properties and 3 units of office units of its inventories for
a total purchase consideration of RM50 million. The disposal is expected to be completed within the next twelve months.
30. SHARE CAPITAL
The Group
and The Company
2009
2008
RM
RM
Authorised:
Ordinary shares of RM1.00 each: At beginning and end of year
500,000,000
500,000,000
297,169,421
219,034,750
-
67,337,246
25,000
10,772,425
297,169,421
297,169,421
Issued and fully paid:
Ordinary shares of RM1.00 each: At beginning of year
Increase during the year:
- Pursuant to Rights Issue
- Pursuant to Warrants exercised
- Pursuant to ESOS
At end of year
Treasury shares
he shareholders of the Company, by an ordinary resolution passed at the 24th Annual General Meeting held on August 28, 2008, renewed
T
their approval for the Company’s plan to repurchase its own shares up to a maximum of 10% of the total issued and fully paid up share
capital listed on the Bursa Malaysia Securities Berhad. The directors of the Company are committed to enhancing the value of the Company
for its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.
The shares repurchased are held as treasury shares as allowed under section 67A of the Companies Act 1965 and are carried at cost.
The Company has a right to reissue these shares at a later date. As treasury shares, the rights attached as to voting, dividends and
participation in other distribution are suspended.
110
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
30. SHARE CAPITAL (cont’d)
Treasury shares (cont’d)
The details of the shares bought back as of April 30, 2009 are as follows:
Month
Purchases prior to financial year 2009
May’08
June’08
July’08
Aug’08
Sept’08
Oct’08
Nov’08
Mar’09
No. of shares
bought back
11,092,200
408,200
35,900
2,525,200
380,000
2,584,400
515,800
406,000
20,000
Highest
price paid
RM
Lowest
price paid
RM
1.13
0.95
0.85
0.75
0.75
0.53
0.56
0.51
1.12
0.94
0.75
0.72
0.62
0.43
0.49
0.51
Average
Total
price paid consideration
RM
RM
17,967,700
1.32
1.12
0.94
0.75
0.76
0.64
0.47
0.52
0.51
14,651,894
458,597
33,819
1,989,231
280,258
1,682,799
240,341
213,786
10,175
19,560,900
The shares were bought using internally generated funds. During the previous financial year, 9,913,000 of treasury shares repurchased
were sold for a net cash consideration of RM14,742,403. None of the treasury shares repurchased had been sold or cancelled as of April
30, 2009. At that date, the number of outstanding shares in issue after setting treasury shares off against equity is 279,201,721.
Warrants
The Warrants 2007/2012 (“Warrants”) are constituted by a Deed Poll dated September 2007 (“Deed Poll”).
The salient features of the Warrants 2007/2012 are as follows:
(a)The issue date of the Warrants is September 12, 2007 and the expiry date is September 11, 2012. Any Warrants not exercised at the
expiry date will lapse and cease to be valid for any purpose;
(b)Each Warrant entitles the registered holder during the Exercise Period to subscribe for one (1) new ordinary share of RM1.00 in the
Company at an exercise price of RM1.10 per ordinary share, subject to the adjustments in accordance with the provisions of the
Deed Poll;
(c) The Warrant holders are not entitled to participate in any distribution and/or offer of further securities in the Company (except for the
issue of new warrants pursuant to adjustment as mentioned in item above), until and unless such holders exercise the rights under
the Warrants to subscribe for new ordinary shares;
(d)Subject to the provision in the Deed Poll, the Company is free to issue shares to shareholders either for cash or as a bonus distribution
and further subscription rights upon such terms and conditions as the Company sees fit but the Warrant holders will not have any
participating rights in such issues unless otherwise resolved by the Company in the general meeting; and
(e)All shares to be issued upon the exercise of the Warrants shall, on allotment and issue, rank pari passu in all respects with the then
existing shares of the Company except that they shall not be entitled to any dividends, that may be declared prior to the date of
exercise of the Warrants, nor shall they be entitled to any distributions or entitlements for which the entitlement date is prior to the
date of exercise of the Warrants.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
111
Notes to the Financial Statements (cont’d)
30. SHARE CAPITAL (cont’d)
Warrants (cont’d)
The movements in the Company’s Warrants are as follows:
No. of warrants over ordinary shares of RM1.00 each
Balance as at
Balance as at
1.5.2008
Granted
Exercised
30.4.2009
Number of unexercised Warrants
67,312,246
-
-
67,312,246
31. UNAPPROPRIATED PROFIT
In accordance with the Finance Act 2007, the single tier income tax system became effective from the year of assessment 2008. Under
this system, tax on a company’s profit is a final tax, and dividends paid are exempted from tax in the hands of the shareholders. Unlike the
previous imputation system, the recipient of the dividend would no longer be able to claim any tax credit.
Companies without Section 108 tax credit balance will automatically move to the single tier tax system on January 1, 2008. However,
companies with such tax credits are given an irrevocable option to elect for the single tier tax system and disregard the tax credit or to
continue to use the tax credits under Section 108 account to frank the payment of cash dividends on ordinary shares for a period of 6
years ending December 31, 2013 or until the tax credits are fully utilised, whichever comes first. During the transitional period, any tax paid
will not be added to the Section 108 account and any tax credits utilised will reduce the tax credit balance. All companies will be in the
new system by January 1, 2014.
As of the balance sheet date, the Company has not elected for the irrevocable option to disregard the Section 108 tax credits. Accordingly,
subject to the agreement of the Inland Revenue Board and based on the prevailing tax rate applicable to dividend, the Company has
sufficient Section 108 tax credit and tax exempt income (Note 10) to frank dividends out of its entire retained earnings as of April 30, 2009.
112
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
32. LONG-TERM LIABILITIES
The Group
Other payables
Land cost payable (Note 34)
The Company
2009
2008
RM
RM
2009
RM
2008
RM
822,375
2,467,125
-
-
48,865,892
57,989,190
-
-
1,326,565
1,660,614
-
-
Secured:
Hire-purchase and lease payables
(a)
Bridging loans (b)
-
825,000
-
-
Term loans
(c)
88,866,982
99,810,480
-
-
Revolving credits
(d)
13,448,351
7,908,007
-
-
- BAIDS
(e)
-
-
-
-
- MUNIF/MMTN (f)
9,000,000
75,000,000
9,000,000
25,000,000
162,330,165
245,660,416
9,000,000
25,000,000
78,000,000
103,000,000
78,000,000
103,000,000
240,330,165
348,660,416
87,000,000
128,000,000
Islamic debt securities:
Unsecured:
Bonds
(g)
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
113
Notes to the Financial Statements (cont’d)
32. LONG-TERM LIABILITIES (cont’d)
a) Hire-purchase and lease payables
The Group
2009
RM
2008
RM
801,000
847,349
1,454,396
1,843,017
2,255,396
2,690,366
(161,385)
(182,403)
2,094,011
2,507,963
Not later than 1 year
767,446
847,349
More than 1 year and less than 2 years
692,285
652,774
More than 2 years and less than 5 years
634,280
1,007,840
2,094,011
2,507,963
Minimum payment:
Not later than one year
Later than 1 year but not later than 5 years
Future finance charges
Present value of hire-purchase and lease liabilities
Analysed as follows:
Due within 12 months (shown under current liabilities)
Due after 12 months
767,446
847,349
1,326,565
1,660,614
2,094,011
2,507,963
As of balance sheet date, the hire-purchase and lease payables of the Group bear interest at rates ranging from 2.4% to 7.1% (2008
: 4.6% to 7.2%) per annum respectively. Interest rate are fixed at the inception of the hire-purchase and lease arrangements.
The Group’s hire-purchases and lease payable are secured by the financial institutions’ charge over the assets under hire-purchases/
leases.
(b) Bridging loans
The Group
2009
RM
The Company
2009
2008
RM
RM
Amount repayable
546,749
5,110,498
-
-
Due within 1 year (Note 35)
(546,749)
(4,285,498)
-
-
-
825,000
-
-
114
2008
RM
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
32. LONG-TERM LIABILITIES (cont’d)
(c) Term loans
The Group
Amount repayable
Due within 1 year (Note 35)
The Company
2009
2008
RM
RM
2009
RM
2008
RM
90,734,542
108,135,210
-
-
(1,867,560)
(8,324,730)
-
-
88,866,982
99,810,480
-
-
The long term portion of the loans
are repayable as follows:
More than 1 year and less than 2 years
11,042,767
9,298,895
-
-
More than 2 years and less than 5 years
52,131,204
83,082,394
-
-
More than 5 years
25,693,011
7,429,191
-
-
88,866,982
99,810,480
-
-
As of April 30, 2009, the Group and Company have credit facilities issued under Syariah Principles, amounting to RM33.5 million
(2008: RM45.0 million) and RM15.5 million (2008: RM Nil), which were obtained from licensed financial institutions. The facility of the
subsidiary companies was secured by a first party legal charge over 8.1285 acres of its freehold land.
In 2008, the Company had obtained Murabahah revolving credit facility amounting to RM15.5 million issued by a licensed financial
institution. The facility is secured by a third party legal charge over certain investment properties of subsidiary companies.
The details of significant bridging loans and term loans facilities of the Group are as follows:
(a) term loans with tenure ranging from 15 months to 48 months totalling RM158,895,353;
(b) term loans with tenure of 15 years totalling RM1,471,629; and
(c) bridging loans with tenure ranging from 15 months to 24 months of RMNil.
The abovementioned bridging and term loans are secured by way of the following:
(a) the respective subsidiary companies’ stamped facility agreements;
(b) fixed charges over certain investment properties of subsidiary companies;
(c) first party legal charge over the 2 parcels of freehold land of subsidiary companies held for development;
(d) a fixed charge and floating charge by way of a debenture on subsidiary companies’ present and future assets;
(e) assignment of sales proceeds arising from sale of development properties of certain subsidiary companies;
(f)assignment of all monies in the Housing Development Accounts of certain subsidiary companies, subject to the provisions of the
Housing Development Account Regulations 1991;
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
115
Notes to the Financial Statements (cont’d)
32. LONG-TERM LIABILITIES (cont’d)
(c) Term loans (cont’d)
(g) assignment of future rental or lease proceeds on development properties of certain subsidiary companies;
(h)legal assignment of certain subsidiary companies’ interest under the Joint Venture Agreement (“JVA”) with a third party over the
parcel of land held for development; and
(i)legal assignment of a third party’s interest under the Supplemental Joint Venture Agreement with another third party over the
parcel of land held for development.
(d) Revolving credits
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
Amount repayable
33,448,351
12,110,553
20,000,000
-
Due within 1 year (Note 35)
(20,000,000)
(4,202,546)
(20,000,000)
-
13,448,351
7,908,007
-
-
(e) Islamic debt securities - BAIDS
The Group
2009
RM
116
2008
RM
The Company
2009
2008
RM
RM
Amount repayable
-
15,000,000
-
15,000,000
Due within 1 year (Note 35)
-
(15,000,000)
-
(15,000,000)
-
-
-
-
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
32. LONG-TERM LIABILITIES (cont’d)
(f) Islamic debt securities - MUNIF/MMTN
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
13,000,000
158,000,000
13,000,000
25,000,000
(4,000,000)
(83,000,000)
(4,000,000)
-
9,000,000
75,000,000
9,000,000
25,000,000
More than 1 year and less than 2 years
4,000,000
62,500,000
4,000,000
12,500,000
More than 2 years and less than 5 years
5,000,000
12,500,000
5,000,000
12,500,000
9,000,000
75,000,000
9,000,000
25,000,000
Amount repayable
Due within 1 year (Note 35)
The long-term portion is repayable as follows:
As of April 30, 2009, the Group and the Company have Islamic Debt Securities which are issued under the Syariah Principles,
comprising of Junior Bai’ Bithaman Ajil Islamic Debt Securites (“BAIDS”) and Murabahah Underwritten Notes Issuance Facility/
Murabahah Medium Term Notes (“MUNIF/MMTN”) Facility with credit facilities totalling to RM110 million (2008: RM15 million) and
RM200 million (2008: RM158 million) respectively for the Group and RM110 million (2008: RM15 million) and RM25 million (2008:
RM25 million) respectively for the Company.
The BAIDS and MUNIF/MMTN of the Company are secured by the following:
(i)first legal assignment of sale proceeds of certain identified phases of certain development projects of the Group in favour of the
Security Trustee;
(ii)first charge/assignment of the respective Housing Development Accounts in relation to certain identified phases of certain
development projects of the Group and monies standing to the credit of the Company in favour of the Security Trustee;
(iii)first charge/assignment over the Disbursement Accounts and the Finance Service Reserve Account and monies standing to the
credit of the Group in favour of the Security Trustee;
(iv)first charge/assignment of insurances, in relation to certain identified phases of certain development projects in favour of the
Security Trustee;
(v) first charge/assignment over the Sinking Fund Account in favour of the Security Trustee;
(vi) a negative pledge over any part of the Group’s business or assets in favour of the Security Trustee.
In 2007, a subsidiary company had obtained approval from the Securities Commission for the issuance of up to RM175 million
Murabahah Underwritten Notes Issuance Facility/ Murabahah Medium Term Notes Issuance Facility (“MUNIF/MMTN”) Facility. As of
April 30, 2009, the facilities have been fully redeemed and the related security has been fully discharged.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
117
Notes to the Financial Statements (cont’d)
32. LONG-TERM LIABILITIES (cont’d)
(g) Bonds
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
83,000,000
103,000,000
83,000,000
103,000,000
(5,000,000)
-
(5,000,000)
-
78,000,000
103,000,000
78,000,000
103,000,000
More than 1 years and less than 2 years
-
25,000,000
-
25,000,000
More than 2 years and less than 5 years
78,000,000
78,000,000
78,000,000
78,000,000
78,000,000
103,000,000
78,000,000
103,000,000
Amount repayable
Due within 1 year (Note 35)
The long-term portion is repayable as follows:
The unsecured Bonds were obtained from financial institutions which included a condition to subscribe for the subordinated bonds
disclosed in Note 19 which was issued pursuant to the Primary Collateralised Loan Obligations Transaction and were limited to 10%
of the principal amount of the Bonds. The purpose of the facilities was for working capital and general corporate purposes. The
facilities bear interest at a prescribed rate ranging from 4.65% to 7.63% (2008 : 4.65% to 7.63%) per annum.
33. TRADE PAYABLES
Included in the Group’s trade payables are retention sums payable to subcontractors of RM14,073,331 (2008 : RM22,906,609).
The normal credit terms granted to the Group range from 1 to 60 days (2008 : 1 to 60 days).
118
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
34. OTHER PAYABLES AND ACCRUED EXPENSES
The Group
2009
Other payables
Land acquisition cost payable
Accrued expenses
Option fees received
Deposits received from purchasers and tenants
Accrued interest expense
Less: Non current portion
- Land cost payable (Note 32)
RM
2008
(As restated)
RM
18,356,594
65,017,589
6,438,118
6,659,166
1,422,374
The Company
2009
2008
RM
RM
40,929,745
83,740,253
12,741,855
17,433,334
12,925,482
2,992,048
766,615
758,106
35,400
1,331,633
451,596
513,769
5,400
1,691,210
97,893,841
170,762,717
2,891,754
2,661,975
(48,865,892)
(57,989,190)
-
-
49,027,949
112,773,527
2,891,754
2,661,975
Other payables comprise amounts outstanding for ongoing costs and operating expenses payable.
Included in the Group’s other payables is an amount of RM2,037,098 (2008 : RM9,621,422) owing to corporate shareholders of certain
subsidiary companies. This amount is unsecured, interest-free and has no fixed terms of repayment.
The option fees received are in respect of the put option agreement for the development of certain condominium units undertaken by a
subsidiary company.
35. BORROWINGS
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
3,501,624
546,749
1,867,560
20,000,000
13,538,726
4,285,498
8,324,730
4,202,546
20,000,000
2,828,164
-
4,000,000
15,000,000
83,000,000
4,000,000
15,000,000
-
5,000,000
-
5,000,000
-
34,915,933
128,351,500
29,000,000
17,828,164
Short-Term Borrowings
Secured:
Bank overdrafts
Bridging loans (Note 32b)
Term loans (Note 32c)
Revolving credits (Note 32d)
Islamic debt securities:
- BAIDS (Note 32e)
- MUNIF (Note 32f)
Unsecured:
Bonds (Note 32g)
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
119
Notes to the Financial Statements (cont’d)
35. BORROWINGS (cont’d)
The weighted average effective interest rates per annum as of the balance sheet date for borrowings were as follows:
The Group
Bank overdrafts
2009
%
2008
%
6.0
8.3
The Company
2009
2008
%
%
6.8
8.0
Bridging loans
7.3
8.5
-
-
Term loans
4.3
6.3
-
-
Revolving credits
8.6
8.3
-
-
-
6.5
6.5
6.5
Islamic debt securities:
- BAIDS
- MUNIF/MMTN
6.0
5.8
4.8
4.8
Bonds
6.7
6.5
6.5
6.5
The bank overdrafts and revolving credits of the Group and of the Company are secured by fixed charges over certain investment
properties of subsidiary companies and debentures over the assets of a subsidiary company.
The revolving credit of the Company and its subsidiary companies are secured by a first legal charges over certain property development
projects of certain subsidiary companies and fixed charges over certain investment properties of certain subsidiary companies of the
Group.
36. CONTINGENT LIABILITIES (UNSECURED)
The Group
Subsidiary companies
2009
RM
2008
RM
-
-
The Company
2009
2008
RM
RM
110,134,764
327,496,614
The Company is contingently liable in respect of guarantees given by the subsidiary companies.
The total amount of guarantees provided by the Company for the abovementioned facilities amounted to RM480,984,900 (2008 :
RM517,440,400).
120
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
37. CAPITAL COMMITMENT
As of balance sheet date, the Group and the Company have the following capital commitments in respect of:
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
-
11,235,503
-
-
-
11,235,503
-
-
- Purchase of land held for property development
9,000,000
37,434,891
-
37,434,891
- Purchase of car parks
3,091,875
3,091,875
-
-
12,091,875
40,526,766
-
37,434,891
Approved and contracted for:
- Purchase of land held for property development
Approved but not contracted for:
38. RELATED PARTY TRANSACTIONS
Saved as disclosed elsewhere in the financial statements, the related parties and their relationship with the Company and its subsidiary
companies are as follows:
Name of related parties
Relationship
KJ Leisure Sdn Bhd
A company in which certain directors of the Company has direct interest
Berapit Holdings Sdn Bhd
A company in which certain directors of the Company has direct interest
Kelana Property Development Sdn Bhd
A company in which certain directors of the Company has indirect interest
Carrie Fong Kah Wai
Daughter to Datuk Fong Loong Tuck
Significant transactions undertaken on agreed terms and prices by the Company and the subsidiary companies with their related parties
during the financial year are as follows:
Amount of
Transaction
RM
2009
Outstanding
Amount
RM
Amount of
Transaction
RM
2008
Outstanding
Amount
RM
-
888,692
-
812,803
Progress billing of properties
sold to certain directors of the Company
1,797,882
-
1,398,353
-
Progress billing of properties
sold to related parties
3,485,135
630,000
1,137,565
476,150
The Group and The Company
Project management fee
receivable from a related party
The Group
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
121
Notes to the Financial Statements (cont’d)
38. RELATED PARTY TRANSACTIONS (cont’d)
Compensation of key management personnel
The Group
The Company
2009
2008
RM
RM
2009
RM
2008
RM
73,500
66,000
73,500
2,795,000
2,380,000
113,750
85,000
105,600
105,600
30,600
30,600
2,974,100
2,551,600
217,850
181,600
335,400
285,600
13,650
10,200
3,309,500
2,837,200
231,500
191,800
Remunerations
1,764,243
2,406,038
42,456
53,261
Benefits-in-kind
49,000
58,000
890
1,580
1,813,243
2,464,038
43,346
54,841
204,072
289,032
4,958
6,394
2,017,315
2,753,070
48,304
61,235
5,326,815
5,590,270
279,804
253,035
Directors
Directors’ fees
Salaries and other emoluments
Benefits-in-kind
Total short-term employment benefits
66,000
Post employment benefits:
- EPF
Other key management personnel
Total short-term employment benefits
Post employment benefits:
- EPF
Total Compensation
39. SEGMENTAL INFORMATION
(a) Business Segments
The Group is organised into three major businesses:
(i)
(ii) Construction - the construction of buildings
Property development - the development of residential and commercial properties for sale and sale of land
(iii) Property investment - the investment of land and buildings held for investment potential and rental income in future
Other business segments include investment holding and management of equestrian club are not separately reported as the
segments’ operations are not material to the Group.
The directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have
been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
(b) Geographical Segments
The Group operates and derives its income in Malaysia. Accordingly, the financial information by geographical segment has not been
presented.
122
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
123
38,809,900
Profit for the year
544,726
1,264,156
560,335
(17,429,616)
159,095
Share of profits from
associated companies
Income tax expense
5,628,238
Interest income
57,944,396
345,266,254
-
345,266,254
(1,704,880)
(2,376,789)
(55,680,302)
(55,680,302)
-
Consolidated
RM
51,052,002
(248,660)
7,073,215
6,073,540
999,675
Eliminations
RM
Interest expenses
11,353,142
13,396,486
2,721,331
10,675,155
Other
Operations
RM
Operating profit
(2,978,755)
55,608,000
46,754,730
8,853,270
Property
Investment
RM
(6,892,394)
52,195,458
324,868,855
130,701
324,738,154
Construction
RM
Unallocated corporate
expenses
Segment results
RESULTS
Total revenue
Inter-segment sales
External sales
REVENUE
2009
Property
Development
RM
39. SEGMENTAL INFORMATION (cont’d)
124
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
7,211,494
473,130
242,102
1,726,229
Depreciation and amortisation
Non-cash expenses other than
depreciation and amortisation
6,957,738
14,840,351
5,375,545
134,102
531,309,927
6,746,279
890,254,157
Construction
RM
475,446
Capital expenditure
OTHER INFORMATION
Consolidated total liabilities
Unallocated corporate liabilities
Segment liabilities
LIABILITIES
Consolidated total assets
Unallocated corporate
assets
Investment in equity
method of associated
companies
Segment assets
ASSETS
2009
Property
Development
RM
39. SEGMENTAL INFORMATION (cont’d)
92,741
163,091
328,029
35,372,640
36,061,308
116,963,178
Property
Investment
RM
279,358
37,522
-
166,709
-
4,129,909
Other
Operations
RM
-
-
-
-
-
-
Eliminations
RM
8,056,723
2,168,944
937,577
594,607,185
20,800,171
573,807,014
1,132,076,154
57,705,427
57,647,938
1,016,722,789
Consolidated
RM
Notes to the Financial Statements (cont’d)
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
125
34,610,548
488,348
Profit for the year
496,795
(15,582,236)
331,298
Income tax expense
(339,745)
3,849,557
Share of profits and losses
from associated companies
(1,302,436)
49,595,964
324,334,994
-
324,334,994
Interest income
(1,722,937)
(53,805,992)
(53,805,992)
-
Consolidated
RM
Interest expenses
(367,896)
3,167,555
2,627,248
540,307
Eliminations
RM
47,157,315
4,181,285
12,333,614
2,659,418
9,674,196
Other
Operations
RM
Operating profit
(732,664)
58,824,987
47,625,060
11,199,927
Property
Investment
RM
(2,438,649)
48,238,176
303,814,830
894,266
302,920,564
Construction
RM
Unallocated corporate expenses
Segment results
RESULTS
Total revenue
Inter-segment sales
External sales
REVENUE
2008
Property
Development
RM
39. SEGMENTAL INFORMATION (cont’d)
126
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
1,977,527
1,152,293
Non-cash expenses other
than depreciation
and amortisation
447,840
682,771,887
6,597,815
1,051,832,404
Depreciation and amortisation
Capital expenditure
OTHER INFORMATION
Consolidated total liabilities
Unallocated corporate liabilities
Segment liabilities
LIABILITIES
Consolidated total assets
Unallocated corporate assets
Investment in equity
method of associated
companies
Segment assets
ASSETS
2008
Property
Development
RM
39. SEGMENTAL INFORMATION (cont’d)
528,892
284,797
415,151
5,453,333
14,562,696
4,122,522
Construction
RM
-
174,917
2,693,270
37,947,950
36,058,641
109,383,854
Property
Investment
RM
-
127,041
799
1,702,105
-
4,070,128
Other
Operations
RM
-
-
-
-
-
-
Eliminations
RM
1,681,185
2,564,282
3,557,060
749,447,905
21,572,630
727,875,275
1,270,403,196
43,775,136
57,219,152
1,169,408,908
Consolidated
RM
Notes to the Financial Statements (cont’d)
40. FINANCIAL INSTRUMENTS
Financial Risk Management Objectives and Policies
The Group and the Company are exposed to a variety of financial risks, including credit risk, interest rate risk, foreign exchange risk and
liquidity and cash flow risk. The Group’s and the Company’s overall financial risk management objective is to ensure that the Group creates
value for its shareholders while minimising the potential adverse effects on the performance of the Group and of the Company. The Group
and the Company do not trade in financial instruments.
(i) Credit Risk
The Group and the Company have no major concentration of credit risks and manage these risks by monitoring credit ratings and
limiting the aggregate financial exposure to any individual counterparty.
The Group and the Company extend credit to their customers based upon careful evaluation of customers’ financial condition and
credit history.
The Group and the Company place their fixed deposits with credit-worthy institutions. The carrying amount of financial assets in the
financial statements, net of any provision of losses, represents the Group’s and the Company’s maximum exposure to credit risk
without taking account of the value of any collateral or other security obtained.
(ii) Interest Rate Risk
The Group and the Company finances its operations through operating cash flows and borrowings which are principally denominated
in Ringgit Malaysia. The Group and Company do not hedge interest rate risks. The Group and the Company ensure that it obtains
borrowings at competitive interest rates under the most favourable terms and conditions and their policy are to derive the desired
interest rate profile through a mix of fixed and floating rate banking facilities.
It is the Group and the Company’s policy to place cash deposits on a short-term basis and therefore allows the Group and the
Company to respond to significant changes of interest rates promptly. This has minimised the Group and the Company’s interest rate
exposure on interest-bearing investments
(iii) Foreign Exchange Risk
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an
acceptable level.
(iv) Liquidity and Cash Flow Risk
The Group and the Company seek to invest cash assets safely and profitably. The Group also seeks to control credit risk by setting
counterparty limits and ensuring that sale of products and services are made to customers with an appropriate credit history, and
monitoring customers’ financial standing through periodic credit review and credit checks at point of sales. The Group and the
Company consider the risk of material loss in the event of non-performance by a financial counterparty to be unlikely.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
127
Notes to the Financial Statements (cont’d)
40. FINANCIAL INSTRUMENTS (cont’d)
Financial Risk Management Objectives and Policies (cont’d)
(v) Fair Values
The carrying amounts of the financial assets and liabilities of the Group and of the Company approximate their fair values except as
follows:
The Group
The Company
Carrying
Fair
Amount
Value
RM
RM
Carrying
Amount
RM
Fair
Value
RM
90,734,542
91,862,689
-
-
546,749
546,749
-
-
Financial liabilities
As of April 30, 2009
Term loans
Bridging loans
2,094,011
2,097,927
-
-
Islamic debt securities
Hire-purchase and lease payables
13,000,000
13,000,000
13,000,000
13,000,000
Bonds
83,000,000
83,529,840
83,000,000
83,529,840
Financial liabilities
As of April 30, 2008
108,135,210
107,984,513
-
-
Bridging loans
Term loans
5,110,498
5,110,498
-
-
Hire-purchase and lease payables
2,507,963
2,513,323
-
-
Islamic debt securities
173,000,000
173,000,000
40,000,000
40,000,000
Bonds
103,000,000
99,595,367
103,000,000
99,595,367
It is not practical to estimate the fair value of unquoted investments of the Group and the Company as there is a lack of quoted market
prices and related information.
The following method and assumptions were used to estimate the fair values of the following classes of financial instruments:
(i)Cash and cash equivalents, trade and other receivables/payables, amount due to/from subsidiary
and associated companies
The carrying amounts approximate fair values due to the relatively short-term maturity of these financial instruments.
(ii) Borrowings, hire-purchase and lease payables
The fair values of borrowings, hire-purchase and lease payables are estimated by discounting the expected future cash flows
based on current rates for similar types of borrowings, hire-purchase and lease arrangements.
128
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
41. SUBSIDIARY AND ASSOCIATED COMPANIES
Name of Company
Effective Equity Interest
2009
2008
%
%
Principal Activities
Subsidiary companies
Incorporated in Malaysia
Bangi Integrated Corporation Sdn. Bhd. #
100
100
Property investment
Berapit Development Sdn. Bhd.
100
100
Property investment and management
BH Interiors Sdn. Bhd.
(formerly known as Berapit Harta Sdn. Bhd.)
100
-
Dunia Heights Sdn. Bhd.
100
100
Property development and investment
Elmina Equestrian Centre (Malaysia) Sdn. Bhd.
100
100
Dormant
Glomac Alliance Sdn. Bhd.
100
100
Property development and investment
Glomac Consolidated Sdn. Bhd.
100
100
Property development and investment
Glomac City Sdn. Bhd.
100
100
Property development and investment
Glomac Damansara Sdn. Bhd.#
100
100
Property development and investment
Glomac Enterprise Sdn. Bhd. #
100
100
Property development and investment holding
Glomac Group Management Services Sdn. Bhd.
100
100
Property development, investment holding
and project management
Glomac Jaya Sdn. Bhd. #
100
100
Property development and investment
Glomac Land Sdn. Bhd.
100
100
Property development and investment
Glomac Leisure Sdn. Bhd.
100
100
Dormant
Glomac Maju Sdn. Bhd.#
100
100
Property development and investment
Glomac Nusantara Sdn. Bhd.
100
100
Property development and investment
Glomac Property Services Sdn. Bhd.
100
100
Property management and investment
Glomac Rawang Sdn. Bhd.#
100
100
Property development and investment
Glomac Real Estate Sdn. Bhd. #
100
100
Property development and investment
Glomac Realty Sdn. Bhd.
100
100
Property investment and management
Glomac Regal Sdn. Bhd. #
100
100
Property development and investment
Glomac Resources Sdn. Bhd.#
100
100
Property development and investment
Glomac Restaurants Sdn. Bhd.*#
100
100
Investment holding
Glomac Segar Sdn. Bhd.
100
100
Property development and investment
Glomac Sutera Sdn. Bhd.
100
100
Property development and investment
Dormant
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
129
Notes to the Financial Statements (cont’d)
41. SUBSIDIARY AND ASSOCIATED COMPANIES (cont’d)
Effective Equity Interest
2009
2008
%
%
Name of Company
Principal Activities
Subsidiary companies
Incorporated in Malaysia
Glomac Vantage Sdn. Bhd. #
100
100
Property development and investment
Kelana Centre Point Sdn. Bhd.*
100
100
Property investment and management
Kelana Seafood Centre Sdn. Bhd.*#
100
100
Dormant
Magic Season Sdn. Bhd.*
100
100
Property development and investment
OUG Square Sdn. Bhd.
100
100
Property development and investment
Prisma Legacy Sdn. Bhd. *
100
100
Dormant
Prima Sixteen Sdn. Bhd.*#
100
100
Property development and investment
Regency Land Sdn. Bhd. #
100
100
Property development and investment
Sungai Buloh Country Resort Sdn. Bhd.
100
100
Managing and operating of a clubhouse
Glomac Thailand Sdn. Bhd.
90
90
Investment holding
85.7
85.7
Investment holding
FDA Sdn. Bhd. #
70
70
Property development and investment
Glomac Excel Sdn. Bhd.
60
60
Dormant
Glomac Utama Sdn. Bhd. #
60
60
Investment holding
Prominent Excel Sdn. Bhd.
60
60
Car park operators and managers
Glomac Al Batha Sdn. Bhd. #
51
51
Property development and investment
Glomac Al Batha Mutiara Sdn. Bhd.
(formerly known as Glomac Mutiara Sdn. Bhd.) *#
51
100
Property development and Investment
Glomac Bina Sdn. Bhd. #
51
51
Building contractor
100
100
Investment holding
100
100
Investment holding
Glomac Power Sdn. Bhd.
Subsidiary companies
Incorporated in Australia
Glomac Australia Pty Ltd
Incorporated in Mauritius
Glomac Mauritius Ltd.
130
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
41. SUBSIDIARY AND ASSOCIATED COMPANIES (cont’d)
Name of Company
Effective Equity Interest
2009
2008
%
%
Principal Activities
Associated companies
Incorporated in Malaysia
Irama Teguh Sdn. Bhd.
(held through PPC Glomac Sdn. Bhd.)
30
30
Investment holding
PPC Glomac Sdn. Bhd
(held through Glomac Power Sdn. Bhd.)
30
30
Turnkey contractor
29.4
29.4
Property development
44.1
44.1
Warehouse contractor and investment holding
50
50
Worldwide Glomac Development Sdn. Bhd.
(held through Glomac Utama Sdn. Bhd.) #
Incorporated in Thailand
WHA Glomac Alliance Co. Ltd.
(held through Glomac Thailand Sdn. Bhd.)
Incorporated in Australia
VIP Glomac Pty. Ltd.
(held through Glomac Australia Pty Ltd)
*
#
Trustee management
Interest held through subsidiary companies
The financial statements of these companies are examined by auditors of the Company.
Other than as indicated, the financial statements of the abovementioned companies are examined by other firms of auditors.
42. MATERIAL LITIGATION
A wholly owned subsidiary, Glomac Alliance Sdn Bhd (“GASB”) had entered into a Joint Venture Agreement with Score Option Sdn Bhd
(“SOSB”) on 17 January 2003 to develop a land (“Project Land”). However, disputes have arisen between GASB and SOSB which are
currently the subject matter of a legal suit in the High Court of Malaya at Kuala Lumpur. GASB is seeking court orders for the sale to itself
of the Project Land at the price stipulated in the Joint Venture Agreement.
SOSB, in turn, is cross-claiming for the delivery of vacant possession of the Project Land on the alleged ground that GASB is no longer
entitled to occupy and develop the Project Land by reason of the termination of the Joint Venture Agreement by SOSB. GASB applied for
injunctive relief to restrain SOSB from interfering with the development of the Project Land by GASB and SOSB applied for an injunction
restraining GASB from continuing in possession of the Project Land.
The Court had on 30 May 2008 delivered its decision by dismissing SOSB’s application for injunction and granting the Order of Injunction
in favour of GASB. SOSB has appealed to the Court of Appeal against the decision of the High Court and its appeals are fixed for hearing
on 17 August 2009. In the meantime, the case management is fixed on 22 October 2009.
There is no other material litigation which will adversely affect the position or business of the Group.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
131
Notes to the Financial Statements (cont’d)
43. COMPARATIVE FIGURES
As fully explained in Note 16, pursuant to various agreements with land owners, certain subsidiaries are obliged to pay the cost of lands
under property development which are calculated in accordance with the terms and conditions of the respective agreements. These
costs payable are now recognised as land costs payable in the financial statements of the Group. The comparative figures in 2008 are
now adjusted to appropriately reflect true land costs payable. The changes have no effect on the Group’s net income. The effects on the
financial statements are as follows:
The Group
As
Previously
Reported
RM
Adjustment
RM
As
Restated
RM
Land held for property development
310,189,756
51,921,451
362,111,207
Property development cost
271,449,468
12,699,089
284,148,557
Balance Sheets
Long term liabilities: - other payables
2,467,125
57,989,190
60,456,315
106,142,177
6,631,350
112,773,527
Property development projects
(75,015,620)
(64,620,540)
(139,636,160)
Payables
98,007,450
64,620,540
162,627,990
Other payables and accrued expenses
Cash Flow Statements
Certain reclassifications have been made to the prior year’s financial statements to enhance comparability with the current year’s financial
statements. As a result, certain line items have been amended on the face of the income statements, cash flow statements, and the related
notes to the financial statements.
The Company
As
Previously
Reported Reclassification
RM
RM
As
Restated
RM
Income Statements
Cost of sales
(254,817,703)
2,195,594
(252,622,109)
(14,005,312)
(2,195,594)
(16,200,906)
Long term liabilities
340,752,409
7,908,007
348,660,416
Borrowings
136,259,507
(7,908,007)
128,351,500
Administration expenses
Balance Sheets
132
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
43. COMPARATIVE FIGURES (cont’d)
The Company
As
Previously
Reported Reclassification
RM
RM
As
Restated
RM
Income Statements
Revenue
Income tax (expense)/credit
26,791,600
(3,991,000)
22,800,600
(7,318,290)
3,991,000
(3,327,290)
7,318,290
(3,991,000)
3,327,290
(26,791,600)
3,991,000
(22,800,600)
Cash Flow Statement
Income tax expense/(credit)
Dividend income
44. SUBSEQUENT EVENTS
n June 1, 2009, Glomac Mauritius Ltd, a wholly owned subsidiary of the Group has commenced voluntary winding up proceedings. The
O
subsidiary company was incorporated on November 1, 2006 in the Republic of Mauritius as a private company limited by shares with a
paid-up capital of USD1.00. The voluntary winding up of the subsidiary company will not have any material effect on the net assets and
earnings per share of the Group.
On August 10, 2009, the Group announced that a subsidiary company has entered into a Sale and Purchase Agreement with Koperasi
Kakitangan Bank Rakyat Bhd for the sale of investment properties for a total purchase consideration of RM22.6 million.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
133
Statement by Directors
The directors of GLOMAC BERHAD state that, in their opinion, the financial statements of the Group and of the Company, which comprise
the balance sheets as of 30 April 2009, and the income statements, statements of changes in equity and cash flow statements for the financial
year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 57 to 133, are drawn up
in accordance with the provisions of the Companies Act, 1965 and the Financial Reporting Standards in Malaysia, so as to give a true and fair
view of the state of affairs of the Group and of the Company as of April 30, 2009 and of the results of their business and the cash flows of the
Group and of the Company for the financial year ended on that date.
Signed in accordance with
a resolution of the Directors,
TAN SRI DATO’ MOHAMED MANSOR
BIN FATEH DIN
DATUK FONG LOONG TUCK
Petaling Jaya
August 10, 2009
Declaration by the Officer
primarily responsible for the
Financial Management of the Company
I, LEE TEONG CHYE the Officer primarily responsible for the financial management of GLOMAC BERHAD, do solemnly and sincerely
declare that the financial statements of the Group and of the Company, which comprise the balance sheets as of 30 April 2009, and the
income statements, statements of changes in equity and cash flow statements for the financial year then ended, and a summary of significant
accounting policies and other explanatory notes, as set out on pages 57 to 133, 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 TEONG CHYE
Subscribed and solemnly declared by
the abovenamed LEE TEONG CHYE
at PETALING JAYA this 10th day of
August, 2009.
Before me,
M. Khandimaddi (B. 106)
Commissioner for Oaths
Petaling Jaya
134
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
List of Investment and
Development Properties
as at 30 April 2009
A) List of Investment Properties
Location
Description
of Asset /
Existing Use
Tenure
Age of
Buildings
(Years)
Size
Net Book
Value as at
30 April 2009
(RM’000)
Date of
Valuation /
Date of
Acquisition
Lot No. P.T. 14531,
Mukim of Damansara,
District of Petaling
(Kelana Business Centre)
Office building /
Tenanted
Leasehold,
expiring
21.11.2092
14
50,456 sq. ft.
26,830
28 Feb 2005
Lot No P.T. 5134,
Mukim of Damansara,
District of Petaling
(Kelana Centre Point )
Office building /
Tenanted
Leasehold,
expiring
23.01.2094
12
104,069 sq. ft.
49,496
30 Jul 2008
Lot 38304,
Bandar Damansara,
District of Petaling
(Glomac Business Centre)
Office building /
Tenanted
Freehold
15
48,815 sq. ft.
17,686
28 Feb 2005
C-01 - C-06, Jalan SS7/13A
Plaza Kelana Jaya
47301 Kelana Jaya
Petaling Jaya
(Plaza Kelana Jaya, Phase II)
Office building /
Tenanted
Freehold
2
28,012 sq. ft.
11,013
3 Aug 2006
Tenure
Size
(Acre)
Net Book
Value as at
30 April 2009
(RM’000)
Date of
Acquisition
Land approved
for residential
development /
Completed
Freehold
0.3
33,493
15 Mar 2004
Land approved for
mix development /
Vacant
Freehold
6.8
59,664
18 Dec 2006
Geran 44783 Lot 3443 &
Geran 47896 Lot 4382,
Mukim Ulu Langat,
Daerah Ulu Langat
(Suria Residen)
Land approved
for residential
development /
Development in
progress
Freehold
45.2
38,760
5 Mar 2004
HS (D) 1127
Lot P.T. 837
Mukim of Ijok,
District of Kuala Selangor
(Saujana Utama III)
Mixed residential
and commercial
development /
Development in
progress
99 years
leasehold,
expiring
17.04.2089
93.9
55,065
18 Aug 2003
B) List of Development Properties
Location
Description
of Asset /
Existing Use
Wilayah Persekutuan
Geran 40006 Lot 58 &
Geran 33299 Lot 122,
Section 63, in the Town and
District of Kuala Lumpur
(Suria Stonor)
GM 2003, Lot 73 Tempat
Pekan Sg Pencala,
Mukim Kuala Lumpur
(Glomac Damansara)
Selangor
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
135
List of Investment and
Development Properties
as at 30 April 2009
B) List of Development Properties (cont’d)
Description
of Asset /
Existing Use
Location
Tenure
Size
(Acre)
Net Book
Value as at
30 April 2009
(RM’000)
Date of
Acquisition
P121A located at parent
Lot No 43988 Geran 170283
Mukim of Dengkil,
District of Sepang
(Glomac Cyberjaya)
Land approved
for commercial
development /
Vacant
Freehold
8.1
23,207
18 Jan 2008
Geran 90687 Lot 36468,
Geran 90688 Lot 36470 &
Geran 102858 Lot 36469
Seksyen 40 Bandar Petaling Jaya,
Daerah Petaling
(Plaza Kelana Jaya Phase IV)
Land approved
for commercial
development /
Vacant
Freehold
3.2
18,220
1 Apr 2008
Geran 111860 Lot 67323 &
Geran 111861 Lot 67324,
Mukim of Sungai Buloh,
Daerah Petaling
(Mutiara Damansara)
Land approved
for commercial
development /
Vacant
Freehold
2.7
40,004
1 Jul 2008
Mixed housing
development /
Development in
progress
Freehold
126.1
69,694
25 Sep 1995
Mixed residential
and commercial
developement /
Developement in
progress
99 years
leasehold,
expiring
17.11.2095
10.7
16,200
18 Oct 1995
Johore
Lot 2265 & 888,
Geran No. 18689 & 20146,
Mukim of Kota Tinggi,
District of Kota Tinggi
(Sri Saujana)
Malacca
Lot No. 1183,
Town of Kawasan Bandar VI,
District of Melaka Tengah,
Melaka
(Taman Kota Laksamana, Seksyen 3)
Revaluation Policy
Investment properties are properties held to earn rentals and/or for capital appreciation. Prior to May 1, 2006, investment
properties were stated at valuation and any revaluation increase were taken to equity as a revaluation surplus. These properties
were not depreciated and were appraised at least every five years by independent professional valuers using the open market basis.
The mandatory adoption of FRS 140 since 2007 has resulted in a change in accounting policy for investment properties. Investment
properties are now stated at fair value, representing open-market value determined by external valuers or assessed by directors. Gains
or losses arising from changes in the fair values of investment properties are recognised in income statements in the period in which they
arise.
136
The development properties are stated at cost.
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Analysis of Shareholdings
as at 31 July 2009
Type of shares
:
No. of shareholders
:
Paid-up Share Capital :
Ordinary shares of RM1.00 each
6,049
RM297,169,421.00
A. Distribution of shareholdings
Size of shareholdings
No. of holders
Total holdings
%
69
1,745
-
550
386,217
0.13
4,471
13,391,081
4.51
10,001 to 100,000 shares
816
24,534,136
8.26
100,001 to less than 5% of issued shares
139
120,500,487
40.55
4
138,355,755
46.54
6,049
297,169,421
100.00
No. of shares
%
Less than 100 shares
100 - 1,000 shares
1,001 to 10,000 shares
5% and above of issued shares
Total
Note:
There is only one class of shares in the paid-up capital of the Company.
Each share entitles the holder to one vote.
B. List of Thirty (30) Largest Shareholders
Name of shareholders
1
Mohamed Mansor bin Fateh Din
71,685,141
24.12
2
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Fateh Iskandar bin Mohamed Mansor (MY0399)
31,675,044
-
10.66
3
Glomac Berhad Share Buy Back Account
17,917,700
6.03
4
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Fong Loong Tuck (MM0886)
17,077,870
5.75
5
Fong Loong Tuck
14,019,539
4.72
6
AllianceGroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Fong Loong Tuck (8037502)
13,900,000
4.68
7
Citigroup Nominees (Asing ) Sdn Bhd
UBS AG Singapore for Pacific Straits Ventures
13,600,000
4.58
8
ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Fong Loong Tuck
5,866,320
1.97
9
Citigroup Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Fong Loong Tuck (473234)
4,874,000
1.64
10
HDM Nominees (Asing) Sdn Bhd
DBS Vickers Secs (S) Pte Ltd for Perinvest Dividend Equity Fund Limited
3,000,000
1.01
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
137
Analysis of Shareholding (cont’d)
as at 31 July 2009
B. List of Thirty (30) Largest Shareholders (cont’d)
Name of shareholders
%
11
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd for MAAKL Al-Faid (4389)
2,676,000
0.90
12
Citigroup Nominees (Asing) Sdn Bhd
GSCO for Truffle Hound Global Value LLC
2,222,200
0.75
13
HSBC Nominees (Asing) Sdn Bhd
Exempt An For Credit Suisse (SG BR-TST-ASING)
2,200,000
0.74
14
SJ Sec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Brahmal A/L Vasudevan (M96015)
2,000,000
0.67
15
Oon Poh Choo
2,000,000
0.67
16
Amsec Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Fong Loong Tuck
1,995,800
0.67
17
DB (Malaysia) Nominee (Tempatan) Sendirian Berhad
Exempt An for Kumpulan Sentiasa Cemerlang Sdn Bhd
1,873,000
0.63
18
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd for MAAKL Al-Fauzan (5170)
1,696,700
0.57
19
Citigroup Nominees (Asing) Sdn Bhd
CBNY For DFA Emerging Markets Fund
1,609,100
0.54
20
Cheah See Han
1,562,500
0.53
21
KAF Trustee Berhad
KAF Fund Management Sdn Bhd For Abu Talib Bin Othman
1,560,000
0.52
22
Mayban Nominees (Tempatan) Sdn Bhd
Mayban Trustees Berhad for MAAKL Value Fund (950290)
1,400,000
0.47
23
Citigroup Nominees (Asing) Sdn Bhd
CIPLC for Perinvest Lux Sicav
1,400,000
0.47
24
HDM Nominees (Asing) Sdn Bhd
DBS Vickers Secs (S) Pte Ltd for CIM Dividend Income Fund Ltd
1,392,700
0.47
25
HSBC Nominees (Asing) Sdn Bhd
Morgan Stanley & Co. International Plc (Firm A/C)
1,382,100
0.46
26
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd for MAAKL Progress Fund (4082)
1,377,300
0.46
27
Mayban Securities Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Kon Cze Yan @ Koon Cze Yan
1,323,000
0.45
28
Carrie Fong Kah Wai
1,300,000
0.44
29
Fara Inez binti Mohamed Mansor
1,300,000
0.44
30
Fara Eliza binti Mohamed Mansor
1,300,000
0.44
227,186,014
76.45
TOTAL
138
No. of shares
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
C. Substantial shareholders (as shown in the Register of Substantial Shareholders)
No. of Shares Held
Name of substantial shareholders
Direct
Indirect
%
71,685,141
-
24.12
Datuk Fong Loong Tuck
57,733,529*
-
19.43
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
32,143,100*
-
10.82
Brahmal A/L Vasudevan
16,500,000*
-
5.55
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
*
Include shares held by Nominee Companies.
D. Directors’ shareholdings (as shown in the Register of Directors’ Shareholding)
No. of Shares Held
Name of Directors
Direct
Indirect
%
71,685,141
-
24.12
Datuk Fong Loong Tuck
57,733,529*
-
19.43
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
32,143,100*
-
10.82
-
-
-
10,400
-
-
331,500
-
0.11
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
Chong Kok Keong
*
Include shares held by Nominee Companies.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
139
Analysis of Warrant Holdings
as at 31 July 2009
No of Outstanding Warrants
Exercise Price of Warrants
Exercise Period of Warrants Exercise Rights Voting Rights at Meetings of
Warrant Holders :
67,312,246
:
RM1.10
:
25 October 2007 to 24 October 2012
:Each warrant entitles the holder to subscribe for one new ordinary share of RM1.00 each in the Company
:
One vote per warrant on a poll
A. Distribution of holdings
No. of
Holders
Size of holdings
Less than 100 warrants
Total
Holdings
%
23
1,219
-
1,329
614,070
0.91
1,001 to 10,000 warrants
671
2,625,730
3.90
10,001 to 100,000 warrants
273
8,964,990
13.32
100 - 1,000 warrants
100,001 to less than 5% of issued warrants
5% and above of issued warrants
Total
61
25,011,686
37.16
3
30,094,551
44.71
2,360
67,312,246
100.00
No. of Warrants
%
B. List of Thirty (30) Largest Warrant Holders
Name of Warrant Holder
140
1
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Fateh Iskandar bin Mohamed Mansor (MY0399)
12,175,044
18.09
2
Mohamed Mansor bin Fateh Din
11,282,958
16.76
3
Fong Loong Tuck
6,636,549
9.86
4
HSBC Nominees (Tempatan) Sdn Bhd
HSBC (M) Trustee Bhd for MAA-KL Al-Faid (4389)
2,230,000
3.31
5
Public Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Lim Gim Leong (E-KLC)
1,862,600
2.77
6
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Fong Loong Tuck (MM0886)
1,217,970
1.81
7
Mak Ngia Ngia @ Mak Yoke Lum
1,210,000
1.80
8
ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Fong Loong Tuck
1,176,000
1.75
9
Pang Shu Jing
1,100,000
1.63
10
RHB Capital Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Susy Ding (CEB)
1,076,900
1.60
11
Fateh Iskandar Bin Mohamed Mansor
1,012,336
1.50
12
Mak Ngia Ngia @ Mak Yoke Lum
936,000
1.39
13
Mayban Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Ang Piang Kok
680,000
1.01
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
B. List of Thirty (30) Largest Warrant Holders (cont’d)
Name of Warrant Holder
No. of Warrants
%
Citigroup Nominees (Asing) Sdn Bhd
UBS AG for NPJ Global Opportunities Master Fund (Pledged)
627,120
0.93
15
Tan Ani Ya @ Tan Han Siam
510,500
0.76
16
ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Yeap Gek @ Yeap Poh Chim
499,500
0.74
17
Chua Chin Chyang
445,900
0.66
18
Mayban Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Chua Chin Chyang
445,000
0.66
19
HSBC Nominees (Asing) Sdn Bhd
Exempt An For Credit Suisse (SG BR-TST-ASING)
421,800
0.63
20
Mayban Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Soo Wai Leng
420,000
0.62
21
Cimsec Nominees (Tempatan) Sdn Bhd
CIMB Bank for Yeoh Keat Seng (PB)
400,000
0.59
22
DB (Malaysia) Nominee (Tempatan) Sendirian Berhad
Exempt An for Kumpulan Sentiasa Cemerlang Sdn Bhd
372,900
0.55
23
ECML Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Lee Chong Eu
322,440
0.48
24
Fateh Iskandar Bin Mohamed Mansor
303,120
0.45
25
Mayban Nominees (Tempatan) Sdn Bhd
Capital Dynamics Asset Management Sdn Bhd for ACE Synergy Insurance Berhad
300,000
0.45
26
Leong Poh Lin
300,000
0.45
27
Carrie Fong Kah Wai
300,000
0.45
28
Fara Inez binti Mohamed Mansor
300,000
0.45
29
Fara Eliza binti Mohamed Mansor
300,000
0.45
30
Fong Kah Kuen
300,000
0.45
49,164,637
73.05
14
TOTAL
C. Directors’ Warrant Holdings
No. of Warrants Held
Name of Directors
Tan Sri Dato’ Mohamed Mansor bin Fateh Din
Datuk Fong Loong Tuck
Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
*
Direct
Indirect
%
11,282,958
-
16.76
9,327,519*
-
13.86
13,490,500*
-
20.04
Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
-
-
-
Senator Dato’ Haji Ikhwan Salim bin Dato’ Haji Sujak
-
-
-
Chong Kok Keong
-
-
-
Include warrants held by Nominee Companies.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
141
Notice of 25th Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the 25th Annual General Meeting of Glomac Berhad will be held at Multi-Purpose Hall, Ground Floor
Podium, Block D, Kompleks Kelana Centre Point, Jalan SS 7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan on Wednesday,
30 September 2009 at 10.00 a.m. for the following purposes:
AGENDA
AS ORDINARY BUSINESS:
1.
To receive the Audited Financial Statements for the financial year ended 30 April 2009 together with the
Reports of the Directors and Auditors thereon.
Resolution 1
2.
To approve the Second and Final Dividend of 3.5sen Less Tax and Special Dividend of 1sen Less Tax for the
financial year ended 30 April 2009 as recommended by the Board of Directors.
Resolution 2
3.
To approve the payment of Directors’ Fees for the financial year ended 30 April 2009.
Resolution 3
4.
To re-elect the following Directors, who retire pursuant to Article 84 of the Company’s Articles of Association
and being eligible, offer themselves for re-election:
(i) Datuk Fong Loong Tuck
Resolution 4
(ii) Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
Resolution 5
5.
To re-elect Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir who retires pursuant to Article 82 of the
Company’s Articles of Association and being eligible, offers himself for re-elections:
Resolution 6
6.
To re-appoint Messrs Deloitte KassimChan as Auditors of the Company and to authorise the Directors to fix
their remuneration.
Resolution 7
AS SPECIAL BUSINESS:
To consider and if thought fit, pass the following resolutions:
7.
Ordinary Resolution – Authority to Issue Shares
THAT, subject always to the Companies Act, 1965, (“the Act”) (as may be amended, modified or re-enacted
from time to time), the Articles of Association of the Company and the approvals of relevant government/
regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Act, to
issue ordinary shares from the unissued capital of the Company at any time at such price, upon such terms
and conditions, for such purposes and to such persons whomsoever the Directors may in their discretion
deem fit and that the Directors be empowered to obtain the approval for the listing and quotation of the
additional shares so issued on the Bursa Malaysia Securities Berhad (“Bursa Securities”) provided that the
aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share
capital of the Company for the time being and that such authority shall continue to be in force until the
conclusion of the next Annual General Meeting (“AGM”) of the Company.
142
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Resolution 8
8.
Ordinary Resolution – Proposed Renewal of Authority for Share Buy-Back
THAT, subject to the Act, rules, regulations and orders made pursuant to the Act, provisions of the Company’s
Memorandum and Articles of Association and the requirements of the Bursa Securities and any other relevant
authority, the Company be and is hereby authorised to exercise a buy-back of the shares of the Company
(“Proposed Share Buy-Back”), such number of ordinary shares of RM1.00 shall be determined by the Board of
Directors of the Company from time to time through the Bursa Securities upon such terms and conditions as the
Board of Directors may deem fit and expedient in the interest of the Company subject further to the following:
(i)
the maximum number of ordinary shares of RM1.00 each in Glomac (“Glomac Shares”) which may be
purchased or held by the Company shall be equivalent to 10% of the issued and paid-up share capital at
any point in time;
(ii)
an amount not exceeding the retained profits and/or share premium account of the Company be allocated
by the Company for the Proposed Share Buy-Back;
(iii)
the authority conferred by this resolution will commence immediately upon passing of this ordinary resolution
and will continue to be in force until:
(a)
the conclusion of the next AGM of the Company in 2010 at which time such authority shall lapse
unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally
or subject to conditions;
(b)
the expiration of the period within which the next AGM after that date is required by law to be held; or
(c)
revoked or varied by ordinary resolution passed by the shareholders in general meeting,
Resolution 9
whichever occurs first, but not so as to prejudice the completion of purchase(s) by the Company before the
aforesaid expiry date and, in any event, in accordance with the provisions of the requirements issued by the
Bursa Securities and any prevailing laws, rules, regulations, orders, guidelines and requirements issued by
any relevant authorities; and
(iv) upon completion of the purchase(s) of the Glomac Shares by the Company, the Directors of the Company
be and are hereby authorised to retain the Glomac Shares so purchased as treasury shares, of which may
be distributed as dividends to shareholders, and/or resold on the Bursa Securities, and/or subsequently
cancelled and in any other manner as prescribed by the Act, rules, regulations and orders made pursuant
to the Act and the requirements of the Bursa Securities and any other relevant authority for the time being
in force;
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are
necessary or expedient to implement, finalise or to effect the purchase(s) of the Glomac Shares with full
powers to assent to any conditions, modifications, resolutions, variations and/or amendments (if any) as
may be imposed by the relevant authorities and to do all such acts and things as the said Directors may
deem fit and expedient in the best interest of the Company.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
143
Notice of 25th Annual General Meeting (cont’d)
9.
Ordinary Resolution – Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party
Transactions
THAT, the mandate granted by the shareholders of the Company on 28 August 2008 authorising the Company
and its subsidiaries and associated companies to enter into the categories of recurrent related party transactions
of a revenue or trading nature (“Proposed Shareholders’ Mandate”), the details of which are set out in Section
3.0 of the Company’s Circular to Shareholders dated 1 September 2009, which are necessary for its day-to-day
operations, be and is hereby renewed subject further to the following:
(a)
the transactions are in the ordinary course of business and are on normal commercial terms which are not
more favourable to the related parties than those available to the public and not to the detriment of the
minority shareholders; and
(b)
disclosure is made in the annual report providing breakdown of the aggregate value of transactions
conducted pursuant to the Proposed Shareholders’ Mandate during the financial year stating:
(i)
the type of Recurrent Transactions made; and first
(ii)
the names of the Related Parties involved in each type of the Recurrent Transactions made and their
relationship with the Company;
and in the Annual Reports for subsequent financial years that the Proposed Shareholders’ Mandate continues
to be in force.
AND THAT, such approval shall continue to be in force until:
(i)
the conclusion of the first AGM of the Company, following the general meeting at which the Proposed
Shareholders’ Mandate was passed, at which time it will lapse, unless by a resolution passed at the
meeting the authority is renewed;
(ii)
the expiration of the period within which the next AGM of the Company is required to be held pursuant
to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to
Section 143(2) of the Act); or
(iii)
revoked or varied by resolution passed by shareholders in general meeting,
whichever is the earlier.
AND THAT the Directors of the Company be authorised to complete and do all such acts and things as they
may consider expedient or necessary to give effect to the Proposed Shareholders’ Mandate described in this
Ordinary Resolution.
144
GLOMAC BERHAD (110532-M)
ANNUAL REPORT 2009
Resolution 10
10.
To transact any other business of which due notice shall have been given.
By Order of the Board
Siew Suet Wei (MAICSA No.: 7011254)
Company Secretary
Petaling Jaya
1 September 2009
Notes
1.A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need
not be a member of the Company.
2.The instrument appointing a proxy must be deposited at the Registered Office of the Company at 12th Floor, Wisma Glomac 3, Kompleks Kelana Centre
Point, Jalan SS7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or
any adjournment thereof.
3.The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed or if such appointer is a corporation, either
under its Common Seal or under the hand of an officer or attorney duly appointed under a power of attorney.
Explanatory notes to Special Business
Resolution 8
The proposed resolution is to empower the Directors to issue up to a maximum of 10% of the issued and paid up share capital of the Company as at the date of
this Annual General Meeting for such purposes as the Directors consider would be in the best interest of the Company. This authority unless revoked or varied by
the Company at a general meeting will expire at the conclusion of the next annual general meeting.
Resolution 9 & 10
The detailed text and rationale for the Proposed Renewal of Authority for Share Buy-Back and Proposed Shareholders’ Mandate are contained in the Company’s
Circular to Shareholders dated 1 September 2009 which is despatched together with the Company’s Annual Report 2009.
Statement Accompanying Notice of 25th Annual General Meeting
(pursuant to Paragraph 8.27(2) of
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
Further details of Directors standing for re-election as Directors are set out in their respective profiles which appear in the Directors’ Profiles on
page 9 and 10 of this Annual Report and the details of their interest in the securities of the Company are disclosed on page 140 of this Annual
Report.
GLOMAC BERHAD (110532-M)
A N N U A L R E P O RT 2 0 0 9
145
Notes
Form of Proxy
*I/We _________________________________________________________of_________________________________________________________
in the state of _________________________________________________________ being a member of GLOMAC BERHAD, hereby appoint
_________________________________________________________ or failing him, the Chairman of the meeting, as my/our proxy, to vote for me/
us and on my/our behalf at the 25th Annual General Meeting of the Company or at any adjournment thereof to be held at Multi-Purpose Hall,
Ground Floor Podium, Block D, Kompleks Kelana Centre Point, Jalan SS 7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan on
Wednesday, 30 September 2009 at 10.00 a.m.
*If you wish to appoint other person(s) to be your proxy, kindly delete the words “The Chairman of the Meeting or failing him” and insert the name of the
person desired.
My/Our proxy/proxies is/are to vote as indicated hereunder.
FOR
RESOLUTION 1
-
To receive the Audited Financial Statements
RESOLUTION 2
-
To approve Second and Final Dividend of 3.5sen Less Tax and Special
Dividend of 1sen less Tax
RESOLUTION 3
-
To approve payment of Directors’ Fees
RESOLUTION 4
-
To re-elect Datuk Fong Loong Tuck
RESOLUTION 5
-
To re-elect Dato’ Fateh Iskandar bin Tan Sri Dato’ Mohamed Mansor
RESOLUTION 6
-
To re-elect Adjunct Professor Datuk Ali bin Tan Sri Abdul Kadir
RESOLUTION 7
-
To re-appoint Messrs Deloitte KassimChan as Auditors
RESOLUTION 8
-
Authority to Directors to allot and issue shares
RESOLUTION 9
-
Renewal of Authority for Share Buy-Back
RESOLUTION 10
-
Renewal of Shareholders’ Mandate for Existing Recurrent Related
Party Transactions
AGAINST
Please indicate with an ‘X’ in the spaces provided whether you wish your votes to be cast for or against the resolutions. If you do not do so,
the Proxy will vote or abstain from voting at his/her discretion.
Number of Ordinary Shares Held
Signed this ______________day of _______________________ 2009
Signature/Seal ______________________________________
Notes:
1.A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need
not be a member of the Company.
2.The instrument appointing a proxy must be deposited at the Registered Office of the Company at 12th Floor, Wisma Glomac 3, Kompleks Kelana Centre
Point, Jalan SS7/19, Kelana Jaya, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or
any adjournment thereof
3.The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly appointed or if such appointer is a corporation,
either under its Common Seal or under the hand of an officer or attorney duly appointed under a power of attorney.
Fold this flap for sealing
STAMP
The Company Secretary
Glomac Berhad (110532-M)
12th Floor, Wisma Glomac 3, Kompleks Kelana Centre Point
Jalan SS7/19, Kelana Jaya, 47301 Petaling Jaya
Selangor Darul Ehsan
Then fold here
First fold here