2012
Annual Report
Statement
–– To be recognized globally as a reliable manufacturer
of quality thermal insulators.
–– To build a global brand name within the thermal
insulation industry.
–– To continuously be innovative in the application
of elastomeric acrylonitrile butadiene rubber
across other industries.
Statement
–– To be a company that contributes to the overall
reduction of global energy consumption through
the manufacturing of quality products, particularly
in the area of thermal insulators.
Insulation Tubes
SUPERLON is Malaysia’s leading manufacturer of high quality
thermal insulation materials used mainly in the Heating,
Ventilation, Air Conditioning and Refrigeration (HVAC&R)
system of residential, commercial and industrial buildings.
The company’s thermal insulation products are used as vapor barrier
for the prevention of condensation or frost formation on cooling
systems, chilled water and refrigeration lines and heat loss reduction
for hot water plumbing, heating and dual temperature piping.
SUPERLON HOLDINGS BERHAD (740412-X)
contents 2012
02
03 – 06 07
08
09
10 – 11 12 – 14
15 – 17 18 – 24 25 – 26
27 – 91
92
93 – 94 Corporate Information
Notice Of Annual General Meeting
Statement Accompanying Notice
Of Annual General Meeting
Financial Highlights
Group Structure
Chairman’s Statement
Profile Of Directors
Audit Committee Report
Corporate Governance Statement
Internal Control Statement
Financial Statements
List Of Properties
Analysis Of Shareholdings
Proxy Form
2
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Corporate Information
Board of Directors
Tan Sri Datuk Amar (Dr.)
Haji Tommy bin Bugo @ Hamid bin Bugo
Liu Lee, Hsiu-Lin @ Jessica Liu
Managing Director and Chief Executive Officer
Non-Independent Non-Executive Chairman
Liu Han-Chao
Ongi Cheng San
Executive Director
Executive Director
Chun Kwong Pong
Lim E @ Lim Hoon Nam
Non-Independent Non-Executive Director
Independent Non-Executive Director
Lim Wee Keong
Independent Non-Executive Director
Audit Committee
Principal Place
of Business
Share Registrars
Lot 2736, Jalan Raja Nong
41200 Klang
Selangor Darul Ehsan
Tel : 603-5161 7778
Fax : 603-5162 7778
Equiniti Services Sdn Bhd
Level 8, Menara MIDF
82 Jalan Raja Chulan
50200 Kuala Lumpur
Tel : 03-2166 0933
Fax : 03-2166 0688
Chun Kwong Pong – Chairman
Lim E @ Lim Hoon Nam
Lim Wee Keong
Website
Principal Bankers
www.superlon.com.my
Remuneration Committee
Auditors
Chun Kwong Pong – Chairman
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Lim Wee Keong
Crowe Horwath (AF 1018)
Chartered Accountants
Muar Office, 8 Jalan Pesta 1/1
Taman Tun Sr. Ismail 1
Jalan Bakri
84000 Muar, Johor
Tel : 606-952 4328
Fax : 606-952 7328
CIMB Bank Berhad
United Overseas Bank
(Malaysia) Bhd
AmBank Malaysia Berhad
Public Bank Berhad
Lim E @ Lim Hoon Nam – Chairman
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Lim Wee Keong
Nomination Committee
Company Secretary
Pang Kah Man (MIA 18831)
Registered Office
Solicitors
3-2, 3rd Mile Square
No. 151, Jalan Kelang Lama, Batu 3½
58100 Kuala Lumpur
Tel : 603-7987 5300
Fax : 603-7987 5200
Christina Chia Law Chambers
Investor Relations
Shareholders, investors and members of the public are invited to access
the Company’s website at www.superlon.com.my or Bursa’s website for
announcements made at www.bursamalaysia.com for information on the
Group’s operations and latest developments. For further details, please
contact the following at our principal place of business :Mr Steven Ongi Cheng San
Executive Director
Mr Lim E @ Lim Hoon Nam
Senior Independent Director
Stock Exchange Listing
Main Market of Bursa Malaysia
Securities Berhad
Stock Name : Superln
Stock Code : 7235
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
3
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of SUPERLON HOLDINGS BERHAD (“Superlon” or
“the Company”) will be held at Putra Room, Kelab Golf Sultan Abdul Aziz Shah (KGSAAS), No. 1, Rumah Kelab, Jalan
Kelab Golf 13/6, 40100 Shah Alam, Selangor Darul Ehsan on Friday, 19 October 2012 at 2.00 p.m. for the following
purposes:
AGENDA
As Ordinary Business
1.To receive the Audited Financial Statements for the financial year ended 30 April 2012 together with the Reports
of Directors and Auditors thereon (Please refer to Note A).
2.To approve a final distribution of Treasury Shares on the basis of 2 Treasury Shares
for every 100 ordinary shares of RM0.50 each held in the Company for the financial
(Ordinary Resolution 1)
year ended 30 April 2012.
3.To approve the payment of Directors’ fees for the financial year ended 30 April
2012.
4.To re-elect the following Directors who retire in accordance with Article 96 of the
Company’s Articles of Association:(1) Mdm Liu Lee, Hsiu Lin @ Jessica H. Liu
(2) Mr Lim E @ Lim Hoon Nam
As Special Business
To consider and if thought fit, to pass the following resolutions:-
5. Authority to Directors to allot and issue shares pursuant to Section 132D of the
Companies Act, 1965
“THAT, subject always to the Companies Act, 1965 (“the Act”), the Articles of
Association of the Company and approval and requirements of the relevant
governmental and/or regulatory authorities (where applicable), the Directors be and
are hereby empowered pursuant to Section 132D of the Act to allot and issue new
ordinary shares of RM0.50 each in the Company, from time to time and upon such
terms and conditions and for such purposes and to such persons whomsoever the
Directors may, in their absolute discretion deem fit and expedient in the interest of the
Company, provided that the aggregate number of shares to be issued pursuant to this
Resolution does not exceed ten percent (10%) of the issued and paid-up share capital
for the time being of the Company AND THAT such authority shall continue to be in
force until the conclusion of the next Annual General Meeting of the Company.”
Proposed renewal of authority to the Company to purchase its own ordinary shares
up to ten percent (10%) of its issued and paid-up capital
“THAT, subject to compliance with the Act, the Memorandum and Articles of
Association of the Company, the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad (“Bursa Securities”) and all other applicable laws, regulations and
guidelines and the approvals of all relevant governmental and/or regulatory authorities,
6.
(Ordinary Resolution 2)
(Ordinary Resolution 3)
(Ordinary Resolution 4)
(Ordinary Resolution 5)
4
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notice Of Annual General Meeting (cont’d)
the Company be and is hereby authorised to allocate an amount not exceeding the total
of audited share premium reserve and retained profit of the Company for the purpose of
and to purchase such amount of ordinary shares of RM0.50 each (“Superlon Shares”)
in the Company (“Proposed Share Buy-Back Renewal”) as may be determined by the
Directors of the Company provided that the aggregate number of Superlon Shares
purchased and/or held as treasury shares pursuant to this resolution does not exceed
ten percent (10%) of the total issued and paid-up capital of the Company.
THAT upon completion of the purchase by the Company of its own shares, the
Directors are authorized to deal with the Superlon Shares in the following manner:
(i) cancel the Superlon Shares so purchased; or
(ii) retain the Superlon Shares so purchased as treasury shares; or
(iii) retain part of Superlon Shares so purchased as treasury shares and cancel the
remainder; or
(iv) if held as treasury shares, to resell the treasury shares on the Bursa Securities
and/or distribute the treasury shares as dividends to the Company’s shareholders
and/or subsequently cancel the treasury shares or any combination thereof;
and in any other manner as prescribed by the Act, rules, regulations and orders made
pursuant to the Act and the requirements of Bursa Securities and any other relevant
authority for the time being in force.
AND THAT the authority conferred by this resolution will commence immediately upon
the passing of this ordinary resolution and will continue to be in full force until:
(i)
the conclusion of the next annual general meeting of the Company following
the general meeting at which this resolution was passed at which time it shall
lapse unless by an ordinary resolution passed at that meeting, the authority is
renewed, either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next annual general meeting after
that date is required by law to be held; or
(iii) revoked or varied by ordinary resolution passed by the shareholders in general
meeting;
whichever is the earliest and the Directors and/or any of them be and are hereby
authorized to complete and do all such acts and things deem fit and expedient in the
interest of the Company to give full effect to the Proposed Share Buy-Back Renewal
contemplated and/or authorized by this resolution.”
7. Proposed Amendments to the Articles of Association of the Company
“THAT, the proposed amendments to the Company’s Article of Association (“Proposed
Amendments”) as set out in the Circular to Shareholders dated 26 September 2012
be and are hereby approved AND THAT the Directors and/or the Secretary of the
Company be and are hereby authorised to take all steps as are necessary and expedite
in order to implement, finalise and give full effect to the Proposed Amendments.”
8.To transact any other ordinary business of which due notice shall have been given.
(Ordinary Resolution 6)
(Special Resolution 1)
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
5
Notice Of Annual General Meeting (cont’d)
NOTICE OF DIVIDEND ENTITLEMENT
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the Sixth Annual General Meeting and
Bursa Malaysia Depository Sdn Bhd for the transfer of the share dividend by way of bulk transfer, a final distribution of
Treasury Shares on the basis of 2 Treasury Shares for every 100 ordinary shares of RM0.50 each held in the Company for
the financial year ended 30 April 2012 will be credited within 15 market days from the entitlement date into the entitled
Depositors’ Securities Account at the close of business on 19 November 2012.
(a) Shares transferred into the Depositor’s Securities Account on or before 4.00 p.m. on 19 November 2012 in respect
of ordinary transfers; and
(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
By order of the Board
PANG KAH MAN (MIA 18831)
Company Secretary
Kuala Lumpur
26 September 2012
NOTES:(A)This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does
not require a formal approval of the shareholders and hence, is not put forward for voting.
1.
Only depositors whose names appear in the Record of Depositors as at 12 October 2012 shall be regarded as
members and be entitled to attend, speak and vote at the Meeting.
2. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting on a show
of hands or on a poll in his stead provided that the provisions of Section 149(1)(c) of the Companies Act, 1965
are complied with. There shall be no restriction as to the qualification of the proxy.
3.
Where a member of the Company is an Exempt Authorised Nominee which holds ordinary shares in the Company
for multiple beneficial owners in one securities account (“Omnibus Account”), there is no limit to the number of
proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds.
4.
Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the
proportion of his shareholdings to be represented by each proxy.
5.The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised
in writing. If the appointer is a corporation, the instrument must be executed under its Common Seal or under the
hand of an attorney so authorised.
6.The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or
a notarially certified copy of that power of attorney, must be deposited at the Registered Office of the Company
at 3-2, 3rd Mile Square, No. 151 Jalan Kelang Lama, Batu 3½, 58100 Kuala Lumpur not less than forty eight (48)
hours before the time appointed for holding this meeting or any adjournment thereof.
6
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notice Of Annual General Meeting (cont’d)
EXPLANATORY NOTES ON SPECIAL BUSINESS
1.Ordinary Resolution no. 5
Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution no. 5 under Item 5, if passed, will grant general mandate (“General Mandate”)
and empower the Directors of the Company, from the date of the above Annual General Meeting to allot and issue
shares in the Company up to an amount not exceeding in total ten percent (10%) of the issued and paid-up capital
of the Company for the time being for such purposes as they may think fit and in the interest of the Company. This
authority, unless revoked or varied at a general meeting, shall continue to be in full force until the conclusion of the
next Annual General Meeting of the Company.
As at the date of this Notice, no new shares were issued by the Company pursuant to the previous mandate granted
to the Directors since the last Annual General Meeting held on 23 September 2011.
The General Mandate, if granted will provide flexibility to the Company for any possible fund raising activities,
including but not limited to further placing of shares, for purpose of funding future investment project(s), working
capital and/or acquisition.
2. Ordinary Resolution no. 6
Proposed Renewal of Authority for Purchase of Own Shares by the Company
The proposed Ordinary Resolution no. 6 under Item 6, if passed, will allow the Board of Directors to exercise the
power of the Company to purchase not more than ten percent (10%) of the issued and paid-up share capital of the
Company at any time within the time period stipulated in the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad. This authority, unless revoked or varied by the Company at a general meeting, shall continue to
be in full force until the conclusion of the next Annual General Meeting of the Company.
Further details are set out in the Circular to Shareholders dated 26 September 2012.
3.
Special Resolution no. 1
Proposed Amendments to the Articles of Association of the Company
The proposed Special Resolution no. 1 under Item 7, is intended to streamline the Company’s Articles of Association
to be aligned with the recent amendments to the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad which took effect on 3 January 2012 and to ensure clarify and consistency throughout the Articles of
Association. Further details on the Proposed Amendments are provided in the Circular to Shareholders dated 26
September 2012 on the same.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
Statement Accompanying
Notice Of Annual General Meeting
(Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad)
DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS
No individual is seeking election as a Director at the Sixth Annual General Meeting of the Company.
7
8
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Financial Highlights
for the financial years ended 30 April 2008 to 2012
Revenue
Profit/(Loss) Attributable To Owners
Of The Company
(RM’million)
(RM’million)
80.0 –
70.0 –
66.78
10 –
65.84
60.0 –
61.72
65.72
61.16
8–
7.8
5.2
6–
50.0 –
40.0 –
4–
30.0 –
1.3
2–
20.0 –
0.0 –
-0.6
-1.1
0–
10.0 –
-2 –
08
09
10
11
12 Financial
Year
Net Assets
09
10
11
12 Financial
Year
Net Earnings/(Loss) Per Share (sen)
(RM’million)
60.0 –
54.5
08
51.0
54.7
(Sen)
54.6
52.7
50.0 –
12 –
10 –
9.7
8–
40.0 –
6.6
6–
30.0 –
4–
1.7
2–
20.0 –
-1.8
0–
10.0 –
-0.7
-2 –
0.0 –
-4 –
08
09
10
11
12
Financial
Year
08
09
10
11
12 Financial
Year
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
Group Structure
Superlon holdings berhad
Investment holding and
provision of
management services
100%
100%
55% *
Superlon
Hong Kong
Co Limited
Superlon
Worldwide
Sdn Bhd
Superlon
Steel Pipes
Sdn Bhd
Dormant
Design, test and manufacture
of thermal insulation materials
mainly for the heating, ventilation,
air-conditioning and refrigeration
(“HVAC&R”) industry and trading of
HVAC&R parts
and equipments
Trading of
steel pipes #
* On 21 July 2012,
Superlon Holdings
Berhad had acquired
the balance 45% equity
stake in Superlon
Steel Pipes Sdn Bhd
(“SSPSB”)
# In August 2012,
SSPSB has ceased its
manufacturing division
9
10
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Chairman’s Statement
On behalf of the Board of Directors of Superlon Holdings Berhad (“the
Board”), I present to you the Annual Report of the Superlon Group and of
the Company for the financial year ended 30 April 2012.
INDUSTRY TRENDS & PERFORMANCE REVIEW
The global economic growth momentum moderated during the financial year compared to 2010. Economic growth was
weighed down by increasing uncertainties surrounding fiscal issues in the advanced economies, geopolitical tensions and
natural disasters. The international environment experienced heightened volatility in the international financial markets
and increases in commodity prices.
Despite the challenging international environment, the Malaysian economy maintained a modest growth rate of 5.1%
in 2011 (2010: 7.1%).
In line with the moderation in the international and local growth, Superlon registered a lower Group revenue of RM61.2
million (2011: RM65.7 million). Our margins were also lower as a result of the volatile value of the United States Dollar
and the higher raw material prices during the financial year.
For the financial year ended 30 April 2012, the Superlon Group registered a loss attributed
to the owners of the Company of RM0.6 million.
Superlon Worldwide Sdn Bhd (“Superlon Worldwide”), a wholly-owned subsidiary
which produces thermal insulation materials used mainly in the heating, ventilation, airconditioning and refrigeration (“HVAC&R”) system, remains the main contributor to the
Group. Superlon Worldwide recorded a turnover of RM55.9 million for 2012, representing
a decrease of RM1.1 million from the previous financial year. The profit before tax for
Superlon Worldwide was RM1.6 million representing a reduction of RM0.9 million from
the previous financial year as a result of slimmer margins.
Superlon Steel Pipes Sdn Bhd (“Superlon Steelpipes”) a 55% subsidiary, manufactured precise fine tubes that are used
in a variety of industries from manufacturing of bicycles to furniture. Superlon Steelpipes recorded a turnover of RM5.3
million for 2012, representing an decrease of RM3.4million from the previous financial year. The loss before tax for
Superlon Steelpipes was at RM3.3 million widening by RM 1.8 million from the previous financial year. The larger loss
before tax was due to the continued losses incurred in the production and the one-off provision of impairment of loss
for steel pipes machinery amounting to RM2.1 million.
Post year end, Superlon had acquired the remaining 45% in Superlon Steelpipes and disposed the plant and machinery
in Superlon Steelpipes. Superlon has hence moved out of the manufacturing of steel pipes
but will continue to trade in steel pipes, tubes and other related products. This move
is expected to reduce the losses from the steel pipes division which had eroded
the Group’s profitability for the last few years. It will also allow the Group to
concentrate on its core business.
DIVIDENDS
The Board is pleased to propose a distribution of share dividend on the basis of 2
treasury shares listed and quoted on the Main Market of Bursa Securities for every 100
ordinary shares of RM0.50 each held in the Company.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
11
Chairman’s Statement (cont’d)
PROSPECTS & OUTLOOK
The international economic environment remains challenging and volatile. The attempt in the global economic recovery,
which began in the second half of 2009, has not shown an effect largely due to the ongoing sovereign debt issues in the
advanced economies. Accordingly, our domestic and the Asian markets will continue to be Superlon’s main focus for
expansion. The Group is actively seeking avenues to open up new markets, especially in Asia for Superlon’s products.
The management will focus its resources on its core competencies in the field of thermal insulation. Superlon believes
that expansion of its production capabilities and capacities coupled with a consistent pursuit of quality would enable
the Group to break new grounds as well as markets. These plans are expected to launch the Group onto a new phase of
growth and profitability.
The worldwide pursuit of reduction in energy consumption provides Superlon a good opportunity to contribute towards
global sustainability through our thermal insulation products. We will continuously emphasize this aspect in our expansion
efforts.
APPRECIATION
The Board of Directors of Superlon wishes to express its gratitude to all the dedicated management and staff for their
professionalism, determination and commitment to the Group.
Our sincere appreciation is also due to our valued customers, business associates, government authorities, bankers,
suppliers and shareholders.
My appreciation goes to my fellow Board members for their support and contributions to the Group.
Whilst the path ahead of us is filled with uncertainties in light of the global challenges, the Board shall endeavour to fulfill
our commitment to our shareholders, customers and other stakeholders.
TAN SRI DATUK AMAR (DR.) HAJI TOMMY
BIN BUGO @ HAMID BIN BUGO
Chairman
12
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Profile Of Directors
Tan Sri Datuk Amar
(Dr.) Haji Tommy Bin
Bugo @ Hamid Bin Bugo
Non-Independent
Non-Executive Chairman
Tan Sri Datuk Amar, a Malaysian aged 67, was appointed to the Board on 31 January
2007. He graduated from the University of Canterbury, New Zealand in 1969 with M. A.
in Economics. He also obtained a Postgraduate Diploma in Teaching from Christchurch
Teachers’ College, New Zealand and a Postgraduate Certificate in Business Studies
from Harvard Institute of Development Studies, USA. He was honoured with Ph. D. in
Commerce by Lincoln University, New Zealand. He is a recipient of an Excellent Award
from the American Association of Conservation Biology.
His career started as a Teacher at Tanjong Lobang College, Miri in 1971. A year later,
he was posted to the State Planning Unit, Sarawak. He was seconded to Malaysia LNG
Sdn Bhd as Administration Manager for three years. In 1981, he was appointed the first
General Manager of Land Custody and Development Authority, Sarawak. He moved on
to become Permanent Secretary of the Ministry of Resource Planning, and State Secretary
of Sarawak till his retirement from the Civil Service in August 2000.
Tan Sri Hamid has served on the board of several companies and statutory bodies.
Currently, he is on the Board of several listed and non-listed companies including Sapura
Resources Berhad, Sarawak Consolidated Industries Berhad, Zecon Berhad, Sime Darby
Berhad, Permodalan Sarawak Berhad and Sapura Kencana Petroleum Berhad. He is
also a board member of Institute Integrity Malaysia and a member of the Advisory
Committee of the Malaysian Anti-Corruption Commission. Tan Sri Hamid is also active
in charitable activities as a member of Lembaga Amanah Masjid Sarawak, Chairman of
Yayasan Kemajuan Insan and Sarawak State Library Management Board.
He does not have any family relationship with any of the other Directors of the Company.
He is a major shareholder of the Company. He has no material conflict of interest with
the Group other than that which has been disclosed to the Board of Directors. He has
not been convicted of any offences within the past 10 years.
Liu Lee, Hsiu-Lin
@ Jessica Liu
Managing Director and
Chief Executive Officer
Jessica Liu, a Taiwanese & Australian aged 55, was appointed to the Board on 31 January
2007. She graduated from Ming Chuan Commercial and Management College, a local
college in Taiwan with a Secretarial Science and Management degree qualification in
1978.
In 1983, she co-founded TransAsia Rubber Industrial Co Ltd, a Taiwanese company
principally involved in the manufacturing of rubber thermal insulation products and
she was a Director and shareholder of the company from 1983 to 1997. In 1992, she
founded Villa Mutiara Sdn Bhd manufacturing rubber insulation and the company name
has since been changed to Superlon Worldwide Sdn Bhd.
Jessica Liu has more than 29 years’ working experience in the rubber thermal insulation
industry and has todate accumulated in-depth knowledge in management skills, and the
business and market environment of the thermal insulation industry.
She does not hold any directorships in any other public companies. Apart from her
son, Liu Han-Chao, who is also an Executive Director of the Company, she does not
have any family relationship with any of the Directors of the Company. She is a major
shareholder of the Company. She has no material conflict of interest with the Group
other than that which has been disclosed to the Board of Directors. She has not been
convicted of any offences within the past 10 years.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
13
Profile Of Directors (cont’d)
Liu Han-Chao
Executive Director
Liu Han-Chao, an Australian aged 30, was appointed to the Board on 6 November 2007.
He graduated with a Diploma in Business major in marketing and a Bachelor of Business
degree with double major in Management and Marketing from Queensland University
of Technology, Australia in 2005. He joined the Superlon group in November 2005 as
Sales and Marketing Manager of Superlon Worldwide Sdn Bhd. He was subsequently
appointed to the position of Senior Manager in January 2007.
Currently, Liu Han-Chao is the head of the Marketing Department where he is responsible
for formulating marketing and business strategies for new markets, implementing
marketing and business strategies and developing marketing programmes to measure
and forecast market demand within the Superlon group.
Liu Han-Chao does not hold any directorship in any other public companies.
Apart from his mother, Liu Lee, Hsiu-Lin @ Jessica Liu who is also the Managing Director
and a major shareholder of the Company, he does not have any family relationship with
any of the Directors of the Company. He has no material conflict of interest with the
Group other than that which has been disclosed to the Board of Directors. He has not
been convicted of any offences within the past 10 years.
Ongi Cheng San
Executive Director
Ongi Cheng San, a Malaysia aged 41, was appointed to the Board on 25 March 2010. He
is a member of the Association of Chartered Certified Accountants, UK and a Chartered
Accountant registered with the Malaysian Institute of Accountants.
Ongi Cheng San has over 19 years of working experience in finance and accounting. He
was appointed as Accountant in Superlon Worldwide Sdn Bhd, a wholly-owned subsidiary
of Superlon Holdings Berhad in June 2003 and prior to his appointment as Executive
Director, he was the Chief Accountant who is responsible for corporate, finance, accounting,
secretarial, taxation and audit matters of the Group.
Prior to joining the Group, he has been working for listed and unlisted companies involved
in automotive parts, securities trading and construction.
Ongi Cheng San does not hold any other directorship in any public companies.
He does not have any family relationship with any of the other Directors and/or major
shareholders of the Company. He has no material conflict of interest with the Group other
than that which has been disclosed to the Board of Directors. He has not been convicted
of any offences within the past 10 years.
Chun Kwong Pong
Non-Independent
Non-Executive Director
Chun Kwong Pong, a Malaysian aged 40, was appointed to the Board on 24 October
2007.
He graduated from Monash University, Australia in 1993 with a Bachelor of Business
(Accounting) and is a Chartered Accountant registered with the Malaysian Institute of
Accountants and a Certified Practising Accountant under CPA Australia. He is currently a
Director of cfSolutions Sdn Bhd, a corporate finance advisory company licensed under the
Capital Market and Services Act, 2007.
14
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Profile Of Directors (cont’d)
He was formerly with a property development company listed on the Main Market of
Bursa Malaysia Securities Berhad from 2000 to 2005 and last held the position of General
Manager, Corporate Planning. From 1997 to 2000, he worked with AmInvestment Bank
Berhad’s Corporate Finance Department where he handled flotations, restructurings, fund
raising as well as mergers and acquisitions. Prior to that, he was with Ernst & Young where
he has audited companies from a spectrum of industries.
Chun Kwong Pong does not hold any directorship in any other public companies.
He does not have any family relationship with any of the other Directors and/or major
shareholders of the Company. He has no material conflict of interest with the Group other
than that which has been disclosed to the Board of Directors. He has not been convicted
of any offences within the past 10 years.
Lim E @ Lim Hoon Nam
Lim Hoon Nam, a Malaysian aged 68, was appointed to the Board on 31 January 2007.
Independent Non-Executive Director He holds a Bachelor degree in Accountancy from National Chengchi University, Taiwan and
Bachelor degree in Commerce from Otago University, New Zealand. He is a member of
the Malaysian Institute of Accountants, Malaysian Institute of Certified Public Accountants
and New Zealand Institute of Chartered Accountants.
Lim Hoon Nam has been practising as an accountant since 1977 under his own audit
firm, Lim Hoon Nam & Co.
He does not have any family relationship with any of the other Directors and/or major
shareholders of the Company. He has no material conflict of interest with the Group other
than that which has been disclosed to the Board of Directors. He has not been convicted
of any offences within the past 10 years.
Lim Wee Keong
Lim Wee Keong, a Malaysian aged 39, was appointed to the Board on 27 March 2008.
Independent Non-Executive Director He graduated from University of Sheffield, UK in 1996 with B. A. (Hons) in Accounting
and Financial Management.
He has more than 14 years’ experience in business development, accounting and
management. He started work with the banking industry for 3 years where he held
a position as Credit and Marketing Executive. His main job scope included credit
management, business analysis, evaluation and presentation of credit proposal.
Subsequently, he worked with Villa Mutiara Sdn Bhd as Finance Manager from 1999
to 2002 where his main scope of responsibility was overseeing the financial planning
and accounting operations of its group of companies. Currently, Lim Wee Keong is the
Operations Director for Bacfree group of companies, a medium-sized water treatment
equipment provider with business operations in Malaysia, Singapore and the United
Kingdom. His main functions include the management of production and engineering
operations, management system design, process engineering, strategic planning and
implementation and research and development.
Lim Wee Keong does not hold any directorship in any other public companies.
He does not have any family relationship with any of the other Directors and/or major
shareholders of the Company. He has no material conflict of interest with the Group
other than that which has been disclosed to the Board of Directors. He has not been
convicted of any offences within the past 10 years.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
15
Audit Committee Report
OBJECTIVE
The objective of the Audit Committee is to assist the Board of Directors (“the Board”) in fulfilling its fiduciary responsibilities
relating to the internal control, corporate accounting and reporting practices of Superlon Holdings Berhad (“the Company”)
and its subsidiaries (“the Group”). The Audit Committee will endeavour to adopt various practices aimed at maintaining
appropriate standards of responsibility, integrity and accountability to the shareholders of the Company. The Audit
Committee has direct communication channels with the external auditors and internal auditors and convene meetings
with both auditors without the presence of the other Directors and employees of the Company, whenever necessary.
COMPOSITION
The Audit Committee members consist of the following Non-Executive directors:-
Name
Lim E @ Lim Hoon Nam
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Lim Wee Keong
Directorship
Designation in
Audit Committee
Independent
Chairman
Non-Independent
Non-Executive
Member
Independent
Member
TERMS OF REFERENCE
The Audit Committee is appointed by the Board from amongst its Directors and consists of not fewer than three (3)
Directors, all of whom are Non-Executive Directors and the majority of whom are Independent Directors.
At least one (1) member of the Audit Committee, i.e. Mr Lim E @ Lim Hoon Nam, is a member of the Malaysian Institute
of Accountants or otherwise a person approved under Paragraph 15.09 (1)(c)(ii) or (iii) of the Main Market Listing
Requirements (“LR”) of Bursa Malaysia Securities Berhad and Practice Note No 13 of the LR. (An alternate director does
not qualify as a member of the Audit Committee.)
The Chairman of the Audit Committee, Mr Lim E @ Lim Hoon Nam, is an Independent Non-Executive Director and is
appointed by its members.
If a member of the committee resigns, dies or for any other reason ceases to be a member with the result that the number
of members is reduced to below 3, the Board shall within three (3) months appoint such number of new members as
may be required to make up the shortfall.
Each and every member of the Audit Committee including the Chairman shall hold office until otherwise determined by
the board or unless they cease to be a director of the Company.
The term of office of the committee members shall continue to run and be reviewed by the Board at least once in every
three years.
The Company Secretary acts as secretary to the Audit Committee. Minutes of each meeting is distributed to each member
of the board. The Chairman of the Committee reports on each meeting to the Board.
16
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Audit Committee Report (cont’d)
Authority
The Audit Committee is authorised to investigate any activity of the Company within its terms and references and all
employees shall be directed to co-operate with any request made by the Audit Committee. The Audit Committee shall
have unrestricted access to any information pertaining to the Company and have direct communication channels with
the external and internal auditors, when applicable and to the senior management of the Group. The Audit Committee
shall be empowered to retain persons or experts having special competence as necessary to assist the Audit Committee
in fulfilling its responsibilities.
Duties and Responsibilities
The duties and responsibilities of the Audit Committee are as follows:•
•
•
•
•
•
•
•
•
•
•
To consider and recommend the nomination and appointment of the external auditors, the audit fees, the questions
of resignation or dismissal and any other related matters;
To oversee all matters pertaining to audit including the review of the audit plan and audit report with the external
auditors;
To review the financial statements of the Company/ Group, and to discuss problems and reservations arising from
the interim and final results, and any matters that the external auditors may wish to discuss (in the absence of the
management, where necessary);
The Chairman of the Audit Committee, to engage on a continuous basis with senior management, such as the
Chairman, the Chief Executive Officer, the Finance Director, the external auditors as well as the internal auditors in
order to be kept informed of matters affecting the Company.
In relation to the internal audit function:
–
Review the adequacy of the scope, function, competency and resources of the internal audit function, and
that it has the necessary authority to carry out its works;
–
Review the internal audit programme and results of the internal audit process, and where necessary, ensure
that appropriate actions are taken on the recommendations of the internal audit function;
To review any related parties transactions that may arise within the Company or the Group;
To review the application of corporate governance principles and the extent of the Group’s compliance with the
best practices set out under the Malaysian Code on Corporate Governance;
To consider all areas of significant financial risk and arrangements in place to contain those risks to acceptable
levels;
To ensure that the Group is in compliance with the regulations of the Companies Act, 1965, the LR and other
legislative and reporting requirements;
To identify and direct any special project or investigate and to report on any issues or concerns in regards to the
management of the Group; and
Such other functions as may be agreed by the Audit Committee and the Board.
MEETING AND MINUTES
Meetings of the Audit Committee are held at least four (4) times a year. Further meetings may be called at any time at the
request of any committee member, the company’s Managing Director, the external auditors or the internal auditors.
A representative of the external auditors and the internal auditors attends Audit Committee meetings. Other board
members, including the Finance Director, may attend the meetings upon the invitation of the Audit Committee. The
Audit Committee meets with the external auditors and the internal auditors without the presence of executive directors
at least twice a year.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
17
Audit Committee Report (cont’d)
MEETING AND MINUTES (cont’d)
Minutes of each meeting are prepared and kept by the company secretary and are signed by the Chairman as correct
record and distributed to all members of the Board.
During the financial year ended 30 April 2012, 5 Audit Committee meetings were held. The record of attendance of its
members during their membership is as follows:-
NameTotal
Lim E @ Lim Hoon Nam
5/5
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
5/5
Lim Wee Keong
5/5
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR
During the financial year ended 30 April 2012, the main activities undertaken by the Audit Committee were as follows:•
•
•
•
•
•
•
Reviewed and recommended the unaudited quarterly financial results of the Group with the management team for
the Board’s approval.
Reviewed with the external auditors the audited financial statements for the financial year ended 30 April 2012, the
audit planning memorandum, the results of the audit, audit report and recommended the same for the Board’s
approval.
Reviewed and recommended the internal audit plan and programme for the next financial year.
Reviewed and recommended the risk management framework.
Reviewed and recommended the reports prepared by the outsourced internal auditors on the state of internal
controls of the Group;
Reviewed the documents prior to its release to the shareholders of the Company; and
Reviewed the related party transactions, if any, entered into by the Group and the Company for compliance with
the LR.
INTERNAL AUDIT FUNCTION
The internal audit function is outsourced to an external consultant firm which reports to the Audit Committee and assists
the Board of Directors in monitoring and managing risks and internal controls. The principal role of the internal audit
includes:•
•
•
•
Assisting the Board in the review of the adequacy, integrity and effectiveness of the system of internal controls of
the Group to enable the Board to prepare the Statement on Internal Control in the Annual Report.
Performing a risk assessment of the Group to identify and evaluate the principal risk factors and ensuring the
implementation of appropriate internal control processes and procedures to mitigate these risks.
Allocating adequate audit resources, in accordance with the internal audit plan reviewed by the Audit Committee,
to carry out internal audits on key operations of the Group so as to provide the Board with an effective and efficient
audit coverage.
Providing independent and objective reports on the state of internal controls of the various operating units within
the Group to the Audit Committee so that remedial actions and continuous improvements can be taken in relation
to any weaknesses noted in the systems and controls of the respective operating units.
18
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Corporate Governance Statement
THE CODE OF CORPORATE GOVERNANCE
The Board of Directors (“the Board”) of Superlon Holdings Berhad (“the Company”) is committed to practising good
corporate governance to focus the Company and its subsidiaries (“the Group”) towards enhancing business value and
long term value for its stakeholders. The Board is fully committed to ensuring that high standards of corporate governance
are practised within the Group as the underlying principle in discharging its responsibilities. The Board takes cognisance
of the recently issued Malaysian Code of Corporate Governance 2012 and will study recommendations therein and put
in place the necessary additional structures and processes where applicable and feasible.
BOARD OF DIRECTORS
The Board has clear functions established for the Board vis-à-vis the management respectively.
The Board’s responsibilities are in setting the strategic direction of the Group, establishing visions and goals for the
management and continuously improving its performance so as to protect and enhance shareholders’ value. They are
hence responsible for the overall standards of strategic planning, conduct, risk management, succession planning, investor
relations programme as well as the system of internal controls within the Group.
The management implements the strategies set by the Board and manages the day-to-day operation and administrative
functions. Through the periodic budgets and capital expansion plans prepared, the Board develops and agrees with the CEO
the corporate objectives and strategic plans, including the long-term goals and performance targets of the Company.
BOARD COMPOSITION
The Board currently consists of seven (7) members comprising three (3) executive directors, two (2) non-independent
non-executive directors and two (2) independent non-executive directors. The Board has a good balance of members
who are executive, non-executive and independent directors such that no one individual or a small group of individuals
can dominate the Board’s decision-making process.
With their different backgrounds and specialisation, the directors bring along a wide range of experience, expertise and
perspective in discharging their responsibilities and duties in managing the business affairs of the Group.
There is a clear and distinction of roles and responsibilities between the Chairman and the Managing Director. The Chairman
of the Board is non-executive and non-independent. The Chairman is primarily responsible for Board effectiveness and
conduct whilst the Managing Director is responsible for the day-to-day business affairs overseeing the operating units,
organisational effectiveness and implementation of Board policies and decisions.
With one-third of the Board independent, the minority shareholders in the Company are fairly represented by the
independent non-executive directors. The independent directors fulfill a pivotal role in corporate accountability and provide
unbiased, objective participation and independent judgment by taking into account the interests of all stakeholders. A
senior independent director is available to whom concerns of stakeholders may be conveyed.
BOARD COMMITTEES
To assist the Board in fulfilling its roles, the board has three (3) committees, namely Audit Committee, Nomination
Committee and Remuneration Committee, to support and assist in discharging its fiduciary duties and responsibilities.
The respective functions and terms of reference of the board committees as well as authority delegated to these board
committees have been defined by the Board. The committees report and make recommendations to the Board on matters
delegated to them for deliberation. The ultimate responsibility for the final decisions on all matters lies with the Board.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
19
Corporate Governance Statement (cont’d)
BOARD COMMITTEES (cont’d)
(i)The Audit Committee
Details of the composition, terms of reference and summary of activities of the Audit Committee are set out in the
Audit Committee Report in this Annual Report.
(ii)The Remuneration Committee
The Remuneration Committee comprises non-executive directors, namely the following:
Chun Kwong Pong
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Lim Wee Keong
as Chairman
as Member
as Member
The objective of the remuneration policies is to attract and retain suitable directors to lead and control the Group
effectively. Generally, the remuneration of directors reflects the level of responsibility and commitment that goes
with the Board’s membership.
During the financial year ended 30 April 2012, the Remuneration Committee met once with all members present.
(iii)The Nomination Committee
The Nomination Committee comprises exclusively of non-executive directors, a majority of whom is independent.
The members of the Nomination Committee are as follows:
Chun Kwong Pong
Lim E @ Lim Hoon Nam
Lim Wee Keong
as Chairman
as Member
as Member
The objectives and responsibilities of the Nomination Committee are to identify and recommend to the Board
suitable nominees for appointment to the Board and Board Committees. Performance evaluations are conducted
annually on the existing Directors and a methodology for the assessment of the effectiveness of the Board as a
whole is adopted. During the financial year ended 30 April 2012, the Nomination Committee held a meeting to
deliberate and consider the assessment of the Board and to consider the re-election of retiring Directors at the
Annual General Meeting.
During the financial year ended 30 April 2012, the Nomination Committee met once with all members present.
BOARD MEETINGS
Board meetings are scheduled for every quarter with additional meetings to be convened as and when required. During
the financial year under review, the Board met a total of 6 times. The attendance of the Directors who held office during
the financial year is set out below:-
Name of Director
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Liu-Lee, Hsiu Lin @ Jessica Liu
Lim E @ Lim Hoon Nam
Liu Han Chao
Ongi Cheng San
Chun Kwong Pong Lim Wee Keong Attendance at meetings
6/6
6/6
6/6
6/6
6/6
6/6
6/6
20
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Corporate Governance Statement (cont’d)
SUPPLY OF INFORMATION
In furtherance of their duties, all Directors have complete and unrestricted access to information pertaining to the Group.
Prior to any Board meeting, every Director is given an agenda with the relevant documents and information on each
agenda item to be deliberated on. All proceedings in the Board meetings are minuted by the Company Secretary who
attends all the board meetings and ensures that accurate and proper records of the proceedings of Board meetings and
that all resolutions passed are recorded and kept in the statutory register at the registered office of Superlon. Minutes for
every Board meeting are circulated to all Directors for their perusal prior to confirmation of the minutes at the following
Board meeting. The Chairman will lead the presentation of Board papers and discussion. Relevant Executive Directors
and management will provide explanation of pertinent issues. All Directors are entitled to call for additional clarification
and information to assist them in matters that require their decision-making. Time is also allocated at each meeting for
Directors to raise matters not covered by the formal agenda.
All Directors have unrestricted access to the advice as well as services of the company secretary and external auditors whether
as a full board or in their individual capacity, in the furtherance of their duties. They may obtain independent professional
advice (including legal, financial, governance or expert advice) at their discretion at the Company’s expense.
APPOINTMENT AND RE-ELECTION OF DIRECTORS
The Company has a transparent and formal procedure for the appointment of new directors to the Board. Assessment
and recommendation to the Board of new candidates for the appointment as directors is to be made by the Nomination
Committee. The newly appointed directors will retire at the first Annual General Meeting (“AGM”) and are eligible for
re-appointment.
The Company’s Articles of Association provides that all Directors are to retire by rotation at intervals of not less than
three years at each AGM. The directors to retire in each year are the directors who have been longest in office since their
appointment or re-appointment. A retiring director is eligible for re-appointment.
Directors’ Training
All the Directors have completed the Mandatory Accreditation Programme prescribed by Bursa Malaysia Securities Berhad.
The Directors have from time to time during the financial year attended various relevant training programmes, seminars
and trades shows organised by the relevant regulatory authorities and professional bodies to broaden their knowledge and
to keep abreast with the relevant changes in law, regulations and the business environment, including the following:Liu Lee, Hsiu-Lin @ Jessica Liu
Chinaplas 2011
Iran HVAC&R 2011
M-Plas 2011
China Refrigeration 2012
Liu Han-Chao
M-Plas 2011
ISPO 2012
Ongi Cheng San
Tax Strategies for Manufacturing Firms
Forex Options
IFRS Accounting Workshop
Lim E @ Lim Hoon Nam
National Tax Conference 2011
Malaysian FRS and Auditing Updates and
Recent Developments
2012 Budget Seminar
Financial Statements Fraud
Tan Sri Datuk Amar (Dr.) Haji Tommy bin Bugo @ Hamid bin Bugo
Zecon Berhad Business Strategy Workshop
Sime Darby Developing Sustainability Futures Lecture Series
Sime Darby Board Retreat - My Five Journeys
Competition Act 2010
Competition Act 2010 Course
2012 East Malaysia Conference in Internal Auditing - Navigating in the Era
of Governance
Chun Kwong Pong
Foreign Exchange : Investment / Trading Strategies and Application
Fundamental of Private Equity Instruments
Lim Wee Keong
Singapore International Water Week
International Greentech & Eco Products Exhibition & Conference
Sustainability Training on Environment and Clean Water Energy Technology
Grundfos APREG Water Industry Regional Conference
Aquatech 2011
Asia Water 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
21
Annual Report 2012
Corporate Governance Statement (cont’d)
Directors’ Remuneration
The remuneration of the Executive Directors is recommended to the Board by the Remuneration Committee so as to attract,
retain, motivate and incentivise Directors of the necessary calibre needed to lead the Superlon Group successfully.
For executive directors, the component parts of the remuneration are structured so as to incentivise the individual according
to the performance of the Group. The Remuneration Committee is to recommend to the Board the framework and
remuneration package for each executive director. The Remuneration Committee meets at least once a year to consider
all aspects of the executive directors’ performance for recommendation of remuneration, drawing external advice when
necessary.
In the case of non-executive directors, the level of remuneration is based on their individual experience and level of
responsibilities. The determination of remuneration packages of non-executive directors, including the non-executive
chairman, is decided by the Board as a whole.
The respective Directors abstain from discussing and deliberating on their own remuneration and Directors’ fees must be
approved by shareholders at the AGM.
The aggregate directors’ remuneration for the financial year under review is as follows:
Executive Directors
Non-Executive DirectorsTotal
RM
RM
RM
Directors’ salaries
Employee Provident Fund
Directors’ fees
Allowance
Bonus
Benefits in kind
696,240
141,246
–
10,500
45,000
33,250
–
–
138,000
13,500
–
–
696,240
141,246
138,000
24,000
45,000
33,250
TOTAL
926,236
151,500
1,077,736
The directors’ remuneration for the financial year under review analysed in bands is as follows:
Executive Directors
Non-Executive DirectorsTotal
RM
RM
RM
RM50,000 and below
–
4
4
RM150,001 to RM200,000
1
–
1
RM200,001 to RM250,000
1
–
1
RM450,001 to RM500,000
1
–
1
TOTAL
3
4
7
SHAREHOLDER COMMUNICATION AND INVESTORS RELATIONS POLICY
The Board believes in clear communication and acknowledges the importance of timely dissemination of relevant
information to its shareholders. Announcements on the major events of the Company as well as the quarterly results and
annual reports provide the shareholders and investors with a continuous overview of the Group’s businesses, activities
and financial performances.
22
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Corporate Governance Statement (cont’d)
SHAREHOLDER COMMUNICATION AND INVESTORS RELATIONS POLICY (cont’d)
The General Meetings act as the principal forum of dialogue with shareholders. Shareholders are notified of the meeting
and provided with a copy of the Company’s Annual Report and Circular prior to the meeting. At each AGM, the Board
presents the Group’s results and shareholders are given the opportunities to raise questions pertaining to the Group, the
resolutions being proposed and the business of Superlon in general at every general meeting of the Company. Members
of the Board and the auditors of the Company are available at the Annual General Meeting to respond to all queries and
to provide clarification on issues and concerns raised by the shareholders. The notice of the General Meetings, when
such meetings are called, together with the Circular to Shareholders, if required, are sent to shareholders in accordance
with the stipulated period set out in the LR and the Companies Act, 1965 (“the Act”) in order to enable shareholders to
fully evaluation the resolutions being proposed.
The Company also maintains a website where access to its Annual Reports, announcements, quarterly financial results
and other relevant information is available.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors are required by the Act to prepare financial statements for each financial year which have been made out
in accordance with the applicable approved accounting standards and the provisions of the Act. The Board of Directors
is responsible for taking reasonable steps to ensure that the financial statements give a true and fair view of the state of
affairs of the Group and the Company, and of their results and cash flows for the financial year under review.
In preparing the financial statements of the Group and the Company for the year ended 30 April 2012, the Board of Directors
has adopted and applied appropriate accounting policies on a consistent basis, made judgements and estimates where
applicable that are reasonable and prudent and ensured that applicable accounting standards have been followed.
The Directors have ensured that the Group and Company keep proper accounting and other records that will disclose
with reasonable accuracy at any time the financial position of the Group and the Company, and which enable them to
ensure that the financial statements comply with the Act and the applicable approved accounting standards.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is responsible for ensuring that the Company’s and Group’s financial statements are in accordance with the
provisions of the Companies Act, 1965 and the applicable approved accounting standards in Malaysia. The Board aims
to present a true and fair assessment of the Group’s financial performance, position and prospects to the shareholders
of the Company. The Board is also responsible for providing a high level of disclosure to ensure integrity and consistency
of the financial reports.
The Audit Committee assists the Board in its responsibility to oversee and scrutinise the financial reporting and the
effectiveness of the internal controls of the Group. The Audit Committee comprises three (3) directors, all of whom are
non-executive and the majority of whom are independent. The terms of references and activities of the Audit Committee
are detailed in the Audit Committee Report of this Annual Report.
Internal Control
The Directors acknowledge their responsibility to maintain a sound system of internal controls to safeguard the shareholders’
investment and the Company’s assets. The Board also recognises its overall responsibility for continuous reviewing and
maintenance of the system of internal controls of the Group. The Audit Committee has been empowered to assist the
Board in fulfilling the continuous review of the internal controls and risk management matters as contained in its terms
of reference.
The Statement of Internal Control in this Annual Report herein details the overview of the state of internal controls within
the Company.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
23
Corporate Governance Statement (cont’d)
Relationship with Auditors
The Board has established a formal and transparent arrangement with the external auditors of the Company through the
Audit Committee. The Audit Committee communicated directly and independently with the auditors and without the
presence of the executive directors at least twice a year.
CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
The Group is mindful of the need to an organisation which is responsible social. Various steps are being undertaken by
the Group to play its part in contributing to the welfare of employees, the society and communities in the environment
it operates.
The Group has thus far undertaken various CSR activities during the financial year under review, which efforts include:Environment
The Group currently uses natural gas in its various heating production processes which is safer and causes less pollution.
In addition, the Group has engaged an accredited laboratory consultant to assist in the monitoring of the quality of its
treated water, chimney emissions and factory air to ensure compliance with the regulatory requirements at all times. The
Group also implemented an energy savings programme by progressively converting the lighting facilities to LED technology,
which consumes less energy and has a longer useful life.
Welfare of employees
The Group believes in providing a safe, conducive and comfortable working environment for its employees. In pursuing
continual improvements to safety and health management, the Group works together with its employees, government
agencies and suppliers to promote the awareness of safety and health. A safe working environment will benefit everyone
and a high level of safety can only be achieved through the co-operation from all parties.
Recreational activities are also organised to assist the employees in achieving a balanced work life and in enhancing the
rapport between the management and the staff. Group trips are also encouraged to build staff rapport and to incentivise
staff for their industrious efforts.
The management are also provided with opportunities to attend internal and external training programmes to enhance
one’s knowledge and skills. The Group also conducted visits to and participate in international trade fairs / exhibitions
locally and overseas, to broaden the knowledge base of the employees.
Community
Recognising the importance of contributing to a healthy and balanced community, various donations have been made
by the Group during the year to various charitable organisations, schools and others.
Every year, the Group provides opportunities for practical training for undergraduates from local universities to expose
them to hands-on experience in the industry.
The Group, together with its employees, participates in fundraising for education institutions and charitable organisations
for the under-privileged.
ADDITIONAL COMPLIANCE INFORMATION
Disclosure of Related Party Transactions
The Group has taken all necessary steps to ensure that transactions which were deemed to be related party transactions
were appropriately disclosed in accordance with the LR and good corporate governance.
Utilisation of proceeds
No fundraising was made from the equity market in the financial year under review.
24
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Corporate Governance Statement (cont’d)
Share Buy-back
The renewal of the approval of the shareholders for a share buy-back of up to 10% of the issued and paid-up share capital
of the Company was obtained on 23 September 2011. During the financial year under review, the Company bought back
the following shares:Month
No. of
shares
Lowest
price
(RM)
Highest price
(RM)
AverageTotal
price
consideration *
(RM)
(RM)
July
100,000
0.38
0.38
0.38
37,774
August
1,000,000
0.37
0.37
0.37
371,591
September
5,000
0.33
0.40
0.37
1,692
December
66,000
0.35
0.35
0.35
23,270
Note:*
Including transaction costs
The total number of treasury shares held as at 30 April 2012 was 1,599,100. The Company did not dispose or cancel
any treasury shares during the financial year under review.
Options, warrants or convertible securities
During the financial year under review, there were no options, warrants or convertible securities exercised.
American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) programmes
The Company did not sponsor any ADR or GDR programmes during the financial year.
Sanctions / Penalties
There were no sanctions and/or penalties imposed on the Company or its subsidiaries, directors or management by any
relevant regulatory bodies during the financial year.
Non-audit fees
No non-audit fees were paid to the external auditors by the Group in respect of the financial year ended 30 April 2012
save for the fees of RM2,500 for the review of the Statement of Internal Control contained in the Annual Report 2011.
Cost of Outsourced Internal Auditing
The costs paid to the outsourced internal auditors by the Group amounted to RM31,250 for the financial year ended
30 April 2012.
Variation in results
No profit forecast was made for the financial year under review.
Profit guarantee
No profit guarantee was given for the financial year.
Material Contracts
There were no contracts involving the interest of the Directors and/or major shareholders of the Company other than
those disclosed in Note 29 of the audited accounts in this Annual Report.
Revaluation of Landed Properties
The Group did not adopt any revaluation policy on landed properties during the financial year under review.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
25
Internal Control Statement
Introduction
The Board of Directors (“the Board”) acknowledges the importance of maintaining a sound system of internal controls
to safeguard shareholders’ investment and the assets of the Company and its subsidiaries (“the Group”) as stipulated by
the Malaysian Code of Corporate Governance.
The External Auditors have reviewed this statement pursuant to paragraph 15.23 of the Main Market Listing Requirements
of Bursa Malaysia and have reported that nothing has come to their attention that causes them to believe that the contents
of this Statement is inconsistent with their understanding of the actual processes carried out in the Group.
Board’s responsibility
The Board affirms its overall responsibility for the system of internal control of the Group and for reviewing its effectiveness,
adequacy and integrity. This includes:
•
•
•
identifying principal risks;
ensuring implementation of appropriate risk management systems to identify and manage these risks that threaten
the business;
reviewing the adequacy and integrity of the company’s internal control and management information systems
including the systems for compliance with applicable laws, regulations, rules, directives and guidelines.
The Board strives to ensure that appropriate controls, encompassing those that are financial, operational and compliance
in nature, are in place and working as intended. Nonetheless, due to the limitations that are inherent in any system of
internal control, the Board is aware that such system is designed to manage rather than eliminate the risk of failure to
achieve the business objectives of the Group, and can provide only reasonable and not absolute assurance against material
misstatement or loss.
Risk management framework
The Board regards risk management as an integral part of the business operations and has approved the framework adopted
by the Group to manage its risks. The Group implements an on-going process of identifying, evaluating, monitoring and
managing significant risks that may affect the Group in achieving its business objectives throughout the financial year
under review. This process is regularly reviewed by the Board and the Audit Committee and improved where necessary. As
well, the outsourced Internal Auditors periodically reviews the risk management framework and highlights the deficiencies
in the control activities, if any.
The respective Head of each business unit participates in the identification of risks as part of the management’s risk
management initiatives. Significant risks identified and the corresponding internal controls implemented are discussed
during periodic management meetings. In addition, significant risks identified are also brought to the attention of the
Managing Director and/or the Board at their scheduled meetings. The Group’s key risk profile is updated regularly by
management. Risks identified are prioritised in terms of possibility of occurrence and the potential impact to the Group’s
operation should the risks materialise.
Internal Audit
Internal Audits are carried out by an independent professional services firm to review the effectiveness and adequacy of the
internal controls system and to address the weaknesses identified, if any. The Internal Audit team independently reviews
the risk identification procedures and control processes implemented by the management. Any significant weaknesses
identified during the reviews together with the improvement measures to strengthen the internal controls were directly
reported to the Audit Committee. The Management is then responsible to ensure the rectification measures with due
follow-up by the Internal Auditors and updates to the Audit Committee.
26
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Internal Control Statement (cont’d)
Other key elements of internal control
Other key elements of the system of internal control of the Group are as follows:•
•
•
•
•
•
•
•
The Group has an appropriate organisational structure, which enables adequate monitoring of the activities and
ensures effective flow of information across the Group. In addition, lines of responsibility and delegations of
authority are clearly defined.
The manufacturing activities of the Group’s main subsidiary, Superlon Worldwide Sdn Bhd are accredited with ISO
9001 : 2000 international quality system standard and such quality management system provides the Group with
improved control of key processes and a foundation for improving quality and customer satisfaction.
In addition, Superon Worldwide Sdn Bhd complies with ISO 14001 : Environmental Management Systems reflecting
the Group’s emphasis on reducing pollution, improving environmental performance and supporting due care of
the environment.
Key processes of the Group are governed by written policies and procedures.
The Managing Director and Executive Directors actively participate in the day-to-day running of the operations of
the Group. This enables material issues to be effectively resolved on a timely basis.
The Management monitors the performance of the Group through key performance indicators and prepares quarterly
management reports. The risk management framework is embedded in the Group’s management system and is
every employee’s responsibility.
The Board receives and reviews information of the Company’s financial status and performance.
The Audit Committee meets at least once every quarter and reviews the adequacy, integrity and effectiveness of
the system of internal control of the Group. The Audit Committee receives and reviews quarterly management
reports.
Summary
Overall, the Board is satisfied that the process of identifying, evaluating and managing significant risks that may affect
achievement of the Group’s business objectives is in place to provide reasonable assurance. The Group will continue to
take appropriate measures to strengthen the internal control environment and processes.
Having reviewed the Internal Auditors’ reports and having discussions with the Internal Auditors, the Board is pleased to
report that there were no significant internal control deficiencies for areas that have been reviewed.
Incorporated in Malaysia
Annual Report 2012
27
Financial Statements
SUPERLON HOLDINGS BERHAD (740412-X)
SUPERLON HOLDINGS BERHAD (740412-X)
28 – 31 32 32
33 – 34
35
36 37 – 38 39 – 40
41 – 91 Directors’ Report
Statement By Directors
Statutory Declaration
Independent Auditors’ Report
Statements Of Financial Position
Statements Of Comprehensive Income
Statements Of Changes In Equity
Statements Of Cash Flows
Notes To The Financial Statements
28
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Directors’ Report
The directors submit their report together with the audited financial statements of the Group and of the Company for
the financial year ended 30 April 2012.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services. The principal
activities of its subsidiaries are disclosed in Note 6 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
GROUP COMPANY
RM RM
(Loss)/Profit for the year (2,061,298) 2,063,074
Attributable to :
Owners of the Company
Non-controlling interests
(561,090) (1,500,208) 2,063,074
–
(2,061,298) 2,063,074
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year
have not been substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
Dividends paid or declared by the Company since the end of the previous financial year were as follows :
A final tax-exempt single-tier dividend of 2.4% equivalent to 1.20 sen per ordinary share amounting to RM 941,603
in respect of the financial year ended 30 April 2011 was declared on 27 June 2011, and approved by the shareholders
during the Annual General Meeting held on 23 September 2011, and subsequently paid on 11 November 2011.
The payment was made to the shareholders whose names appeared in the Company’s Record of Depositors on 20
October 2011.
The Board of Directors proposed a distribution of share dividend on the basis of 2 treasury shares listed and quoted on
the Main Market of Bursa Securities for every 100 ordinary shares of RM 0.50 each held in the Company, fractions of
treasury share to be disregarded. This dividend is subject to the shareholders’ approval at the forthcoming Annual General
Meeting and has not been included as a liability in the financial statements. Such dividend, if approved by shareholders,
will be accounted for in equity as an appropriation of retained profits for the financial year ending 30 April 2013.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves and provisions during the financial year save as disclosed in the
financial statements.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
29
Directors’ Report (cont’d)
ISSUE OF SHARES AND DEBENTURES
There were no changes in the authorised, issued and paid-up share capital of the Company during the financial year.
There were no debentures issued during the financial year.
TREASURY SHARES
During the financial year, the Company repurchased 1,171,000 of its issued ordinary shares of RM 0.50 each (“SHB
Shares”) from the open market at an average price of RM 0.37 per share. The total consideration paid for the repurchase
was RM 434,327 including transaction cost. The shares repurchased are being held as treasury shares in accordance with
Section 67A of the Companies Act, 1965.
As at 30 April 2012, the Company held 1,599,100 SHB Shares as treasury shares out of its total issued and paid-up share
capital of 80,000,000 SHB Shares. Such treasury shares are held at a carrying amount of RM 628,084 and further details
are disclosed in Note 14 to the financial statements.
OPTIONS GRANTED OVER UNISSUED SHARES
During the financial year, no options were granted by the Company to any person to take up any unissued shares of the
Company.
DIRECTORS
The directors who served since the date of the last report are as follows :
Tan Sri Datuk Amar (Dr.) Haji Tommy Bin Bugo @ Hamid Bin Bugo
Liu Lee, Hsiu-Lin @ Jessica H. Liu (f)
Lim E @ Lim Hoon Nam
Chun Kwong Pong
Liu Han-Chao
Lim Wee Keong
Ongi Cheng San
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares of the Company and its related corporations are as follows :
The Company Number of Ordinary Shares of RM 0.50 Each
Balance Balance
At
At
01.05.2011
Bought
Sold 30.04.2012
Tan Sri Datuk Amar (Dr.) Haji Tommy
Bin Bugo @ Hamid Bin Bugo
- Direct 7,500,237
47,000
(4,000,000)
3,547,237
Liu Lee, Hsiu-Lin @ Jessica H. Liu (f) - Direct 21,078,700 –
–
21,078,700
- Indirect (1) 3,500,000
–
–
3,500,000
Liu Han-Chao - Direct
3,500,000 –
–
3,500,000
- Indirect (2) 21,078,700 –
–
21,078,700
Ongi Cheng San - Direct 100 –
–
100
30
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Directors’ Report (cont’d)
DIRECTORS’ INTERESTS (cont’d)
Notes :
(1)
Deemed interest by virtue of her son, Liu Han-Chao’s direct interest in the Company.
(2)
Deemed interest by virtue of his mother, Liu Lee, Hsiu-Lin @ Jessica H. Liu’s direct interest in the Company.
By virtue of their interest in the shares of the Company, Ms. Liu Lee, Hsiu-Lin @ Jessica H. Liu and Mr. Liu Han-Chao are
also deemed to have an interest in the shares of the subsidiaries to the extent that the Company has an interest.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the directors have received or become entitled to receive any benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or
the fixed salaries of full time employees of the Company as disclosed in Note 24 to the financial statements) by reason
of a contract made by the Company or a related corporation with the director or with a firm of which the director is a
member, or with a company in which the director has a substantial financial interest save as disclosed in Note 29 to the
financial statements.
During and at the end of the financial year, no arrangements subsisted to which the Company was a party, whereby the
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.
OTHER STATUTORY INFORMATION
(a) Before the statements of financial position and statements of comprehensive income of the Group and of the
Company were made out, the directors took reasonable steps :
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts and have satisfied themselves that all known bad debts had been written off
and that adequate allowance had been made for doubtful debts ; and
(ii) to ensure that any current assets, which were unlikely to realise their values as shown in the accounting records
in the ordinary course of business had been written down to an amount which they might be expected so to
realise.
(b) At the date of this report, the directors are not aware of any circumstances :
(i)
which would render the amount written off for bad debts or the allowance for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent ; or
(ii) which would render the values attributed to current assets in the financial statements of the Group and of
the Company misleading ; or
(iii) 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
(iv) not otherwise dealt with in this report or financial statements of the Group and of the Company which would
render any amount stated in the financial statements misleading.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
31
Directors’ Report (cont’d)
OTHER STATUTORY INFORMATION (cont’d)
(c)
At the date of this report, there does not exist :
(i)
any charge on the assets of the Group and of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person ; or
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the
financial year.
(d) In the opinion of the directors :
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group and of
the Company to meet their obligations as and when they fall due ; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group and of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
The significant events during the financial year are disclosed in Note 31 to the financial statements.
SUBSEQUENT EVENTS
Details of subsequent events are disclosed in Note 32 to the financial statements.
AUDITORS
The auditors, Messrs. Crowe Horwath, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors :
LIU LEE, HSIU-LIN @ JESSICA H. LIU (f)
Director
LIU HAN-CHAO
Director
Kuala Lumpur
16 August 2012
32
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Statement By Directors
We, the undersigned, being two of the directors of Superlon Holdings Berhad, do hereby state that, in the opinion of
the directors, the financial statements set out on pages 35 to 90 are drawn up in accordance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the state of affairs of the Group
and of the Company at 30 April 2012 and of the results and cash flows of the Group and of the Company for the financial
year ended on that date.
The supplementary information set out in Note 35 to the financial statements on page 91, is prepared in all material
respects, in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or
Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board in accordance with a resolution of the directors :
LIU LEE, HSIU-LIN @ JESSICA H. LIU (f)
Director
LIU HAN-CHAO
Director
Kuala Lumpur
16 August 2012
Statutory Declaration
I, ONGI CHENG SAN, being the director primarily responsible for the financial management of Superlon Holdings Berhad,
do solemnly and sincerely declare that the financial statements and supplementary information set out on pages 35 to
91 are, to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the
same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared
by the abovenamed ONGI CHENG SAN
at Kuala Lumpur in the state of
Wilayah Persekutuan on 16 August 2012
}
}
}
}
ONGI CHENG SAN
MIA 30665
Chartered Accountant
Before me
YAP LEE CHIN
No. W591
Commissioner for Oaths
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
33
Independent
Auditors’ Report
To The Members Of Superlon Holdings Berhad
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of Superlon Holdings Berhad, which comprise the statements of financial
position at 30 April 2012 of the Group and of the Company, and the statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group and of the Company for the financial year then ended,
and a summary of significant accounting policies and other explanatory notes, as set out on pages 35 to 90.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of financial statements that give a true and fair view in
accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia and for such internal control
as the directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the Company’s preparation of financial statements that give a true and fair view 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 Company’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 we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards
and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of
the Company at 30 April 2012 and of their financial performance and cash flows for the financial year then ended.
34
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Independent Auditors’ Report (cont’d)
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following :
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions
of the Act.
(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the
financial statements of the Group and we have received satisfactory information and explanations required by us
for those purposes.
(c)The auditors’ reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
The supplementary information set out in Note 35 on page 91 is disclosed to meet the requirement of Bursa Malaysia
Securities Berhad and is not part of the financial statements. The directors are responsible for the preparation of the
supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised
Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued
by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In
our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance
and the directive of Bursa Malaysia Securities Berhad.
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act 1965, in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.
Crowe Horwath
Firm No.: AF 1018
Chartered Accountants
Lim Swee Chong
Approval No.: 1177/12/12 (J)
Chartered Accountant Muar, Johor Darul Takzim
28 August 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
35
Statements Of Financial Position
at 30 April 2012
Group Company
Note 2012
2011 2012
2011
RM RM RM RM
ASSETS
Non-Current Assets
Property, plant and equipment
4
37,612,946
43,355,008 –
–
Intangible assets 5
2,109,524
1,944,422 –
–
Investments in subsidiaries 6
–
–
34,838,990 37,588,990
Other investments 7
46,667 46,667
–
–
Other receivables 8
261,568 468,331 2,919,821 5,994,249
40,030,705 45,814,428 37,758,811 43,583,239
Current Assets
Inventories
9
Trade and other receivables
8
Prepayment and other assets
10 Dividend receivable
Derivative
11 Deposits, bank and cash balances
12 14,575,253
10,187,010 1,436,440
–
–
3,753,881 11,975,568
11,220,872 1,030,699
–
23,203 7,413,979 –
538,845 32,727
7,000,000 –
103,466 –
713,751
29,563
–
–
415,311
29,952,584 31,664,321 7,675,038 1,158,625
TOTAL ASSETS 69,983,289 77,478,749 45,433,849 44,741,864
13 14 15
40,000,000
(628,084)
13,354,260 40,000,000 (193,757)
14,856,953 40,000,000 (628,084)
5,898,694 40,000,000
(193,757)
4,777,223
Equity Attributable to Owners of
the Company NON-CONTROLLING INTERESTS 52,726,176 (881,497) 54,663,196 618,711
45,270,610 –
44,583,466
–
TOTAL EQUITY
51,844,679 55,281,907 45,270,610 44,583,466
2,589,998 326,601 2,721,946 3,013,097
608,562 2,699,503 –
–
–
–
–
–
5,638,545 6,321,162
–
–
7,181,981
5,313,709 4,375 –
7,679,198
8,129,807 –
66,675
163,239 –
–
–
158,398
–
–
–
12,500,065
15,875,680 163,239 158,398
TOTAL LIABILITIES 18,138,610 22,196,842 163,239 158,398
TOTAL EQUITY AND LIABILITIES 69,983,289
77,478,749 45,433,849 44,741,864
EQUITY AND LIABILITIES
Share capital Treasury shares Reserves Non-Current Liabilities
Loans and borrowings 16
Scheduled payable 17
Deferred tax liabilities 18 Current Liabilities
Trade and other payables 19
Loans and borrowings 16
Derivative 11
Tax payable The annexed notes form an integral part of these financial statements.
36
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Statements Of Comprehensive Income
for the financial year ended 30 April 2012
Group Company
Note 2012
2011 2012
2011
RM RM RM RM
REVENUE
20
COST OF SALES 61,156,653 65,716,328 7,264,000
2,264,000
(53,211,492) (54,472,006)
–
–
GROSS PROFIT
7,945,161
11,244,322
7,264,000
2,264,000
OTHER INCOME
989,549 329,317 79 651
–
–
SELLING AND DISTRIBUTION EXPENSES (4,319,969) (4,430,834) ADMINISTRATIVE EXPENSES
(3,589,380) (3,989,192) (468,336)
OTHER EXPENSES
(2,247,851)
(1,414,513)
(4,708,883) (LOSS)/PROFIT FROM OPERATIONS
(1,222,490) 1,739,100
2,086,860 FINANCE COSTS
21
(721,650) (LOSS)/PROFIT BEFORE TAX
22 (1,944,140) 913,859 2,086,707 TAX EXPENSE
25
(117,158)
(249,015)
(23,633)
(LOSS)/PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME
(2,061,298)
–
(153)
(825,241) (379,062)
–
1,885,589
(65)
1,885,524
(12,832)
664,844
2,063,074 1,872,692
–
–
–
TOTAL COMPREHENSIVE (EXPENSES)/
INCOME FOR THE YEAR (2,061,298)
664,844 2,063,074 1,872,692
(LOSS)/PROFIT ATTRIBUTABLE TO :
OWNERS OF THE COMPANY
NON-CONTROLLING INTERESTS
(561,090)
(1,500,208)
1,329,251 (664,407) 2,063,074 –
1,872,692
–
(2,061,298) 664,844 2,063,074 1,872,692
TOTAL COMPREHENSIVE (EXPENSES)/
INCOME ATTRIBUTABLE TO :
OWNERS OF THE COMPANY
NON-CONTROLLING INTERESTS
(561,090) (1,500,208) 1,329,251
(664,407) 2,063,074 –
1,872,692
–
(2,061,298)
664,844
2,063,074 1,872,692
(0.71) 1.67
(LOSS)/EARNINGS PER ORDINARY SHARE
- Basic (Sen) 26
The annexed notes form an integral part of these financial statements.
At 30 April 2012 At 30 April 2011 Treasury shares Total comprehensive (expenses)
for the year
Dividend
27
At 1 May 2010 Treasury shares
Total comprehensive income
for the year
Dividend 27
(628,084) –
–
(193,757) (434,327) –
–
(162,653) (31,104) 2,049,145 –
–
2,049,145 –
–
–
2,049,145 –
11,305,115
(561,090)
(941,603)
12,807,808 –
1,329,251
(1,393,716)
12,872,273 –
52,726,176 (561,090)
(941,603) 54,663,196 (434,327) 1,329,251
(1,393,716) 54,758,765 (31,104) (881,497) (1,500,208) –
618,711
–
(664,407) –
1,283,118 –
51,844,679
(2,061,298)
(941,603)
55,281,907
(434,327)
664,844
(1,393,716)
56,041,883
(31,104)
Incorporated in Malaysia
Annual Report 2012
The annexed notes form an integral part of these financial statements.
40,000,000
–
–
40,000,000 –
–
–
40,000,000
–
Group
Attributable to Owners of The Company
Non-Distributable Distributable
Total
Non
ShareTreasury Share Retained
Shareholders’ controllingTotal
Note Capital Shares Premium Profits
Equity
Interests Equity
RM RM RM RM RM RM
RM
SUPERLON HOLDINGS BERHAD (740412-X)
37
Statements Of Changes In Equity
for the financial year ended 30 April 2012
(628,084)
At 30 April 2012 40,000,000
2,049,145 2,049,145
–
–
–
2,049,145
–
–
–
3,849,549 2,728,078 –
2,063,074
(941,603) 2,249,102 –
1,872,692 (1,393,716)
45,270,610
44,583,466
(434,327)
2,063,074
(941,603)
44,135,594
(31,104)
1,872,692
(1,393,716)
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
The annexed notes form an integral part of these financial statements.
27 (193,757) (434,327) –
–
40,000,000
–
–
–
At 30 April 2011 Treasury shares Total comprehensive income for the year
Dividends
(162,653) (31,104) –
–
40,000,000 –
–
–
At 1 May 2010 Treasury shares Total comprehensive income for the year Dividends 27
Company
Attributable to Owners of The Company
Non-Distributable Distributable
ShareTotal
Note Capital Treasury Shares Share Premium Retained Profits Equity
RM RM
RM
RM RM
38
Incorporated in Malaysia
Statements Of Changes In Equity (cont’d)
for the financial year ended 30 April 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
39
Statements Of Cash Flows
for the financial year ended 30 April 2012
Group Company
2012
2011 2012
2011
RM RM RM RM
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss)/Profit before tax
Adjustments for :
Allowance for impairment loss on trade receivables :
- individual - collective Allowance for impairment loss on other receivable Allowance for impairment loss on investment in
subsidiary Amortisation of development cost Depreciation Dividend income Gain on disposal of property, plant and
equipment Impairment loss on property, plant and equipment Loss/(Gain) on derivative Property, plant and equipment written off
Unrealised (gain)/loss on foreign exchange Write back of allowance for impairment loss
on trade receivables :
- individual - collective Write down of inventories Interest expense Interest income
(1,944,140) 913,859
2,086,707 1,885,524
–
70,758 –
570,230 –
–
–
–
1,958,883
–
–
–
–
118,620 4,214,362 –
–
114,205 3,683,764 –
2,750,000 –
–
(7,000,000)
–
2,093,884 27,578
–
(178,082) (2,699) –
(23,203) 237,140
97,363 –
–
–
–
–
(23,964) –
89,584 507,141 (50,001)
–
(13,827) 16,735 612,167 (82,789)
–
–
–
–
(79)
OPERATING PROFIT/(LOSS) BEFORE WORKING
CAPITAL CHANGES 4,925,740
Changes in Working Capital
Inventories (2,689,269)
Trade and other receivables, prepayment and
other assets 975,893
Trade and other payables (794,252) 6,122,945
(204,489) –
–
–
(2,000,000)
–
–
–
–
–
–
–
–
–
(651)
(115,127)
(1,199,291) –
(1,171,238) (1,309,823) 1,290,451
4,841 (224,000)
24,639
–
CASH GENERATED FROM/(ABSORBED INTO)
OPERATIONS Interest paid Interest received Tax paid
2,418,112 (507,141) 50,001 (156,037) 2,442,593 (612,167)
82,789 (771,292) 1,090,803 –
79
(26,797) (314,488)
–
651
(31,520)
NET CASH FROM/(USED IN) OPERATING
ACTIVITIES 1,804,935
1,141,923 1,064,085 (345,357)
FORWARD 1,804,935 1,141,923
1,064,085 (345,357)
The annexed notes form an integral part of these financial statements.
40
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Statements of Cash Flows (cont’d)
for the financial year ended 30 April 2012
Group Company
Note 2012
2011 2012
2011
RM RM RM RM
FORWARD 1,804,935 1,141,923
1,064,085 –
–
–
2,000,000
–
69,200
–
–
(345,357)
CASH FLOWS FROM INVESTING
ACTIVITIES
Dividend received Proceeds from disposal of property, plant
and equipment
Purchase of property, plant and
equipment 4(c) Product development expenditure (566,184) (283,722) (1,895,836) (172,430) –
–
–
–
NET CASH (USED IN)/FROM INVESTING
ACTIVITIES
(849,906) (1,999,066) –
2,000,000
CASH FLOWS FROM FINANCING
ACTIVITIES
Purchase of treasury shares
Net movements in trade bills Repayment of hire purchase payables Repayment of term loans Dividend paid
(434,327) (2,033,827) (154,586)
(249,757) (941,603)
(31,104) 5,048,829 (2,264,067)
(287,196) (1,393,716)
NET CASH (USED IN)/FROM FINANCING
ACTIVITIES
(3,814,100) NET (DECREASE)/INCREASE IN CASH
AND CASH EQUIVALENTS
(434,327) –
–
–
(941,603) (31,104)
–
–
–
(1,393,716)
1,072,746
(1,375,930) (1,424,820)
(2,859,071) 215,603
(311,845) 229,823
CASH AND CASH EQUIVALENTS AT
BEGINNING OF THE YEAR
6,612,952 6,397,349 415,311 185,488
CASH AND CASH EQUIVALENTS AT
END OF THE YEAR 3,753,881
6,612,952 103,466 415,311
28 The annexed notes form an integral part of these financial statements.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
41
Notes To The Financial Statements
for the financial year ended 30 April 2012
1.
GENERAL INFORMATION
The Company was incorporated in Malaysia as a public limited liability company. It is domiciled in Malaysia and
is listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered office and principal place of business are as follows :
Registered office :
3-2, 3rd Mile Square
No. 151, Jalan Kelang Lama
Batu 3 ½
58100 Kuala Lumpur
Principal place of business
: Lot 2736, Jalan Raja Nong
41200 Klang
Selangor Darul Ehsan
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 16 August 2012.
2.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services. The principal
activities of its subsidiaries are disclosed in Note 6. There have been no significant changes in the nature of these
principal activities during the financial year.
3.
SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of Preparation of Financial Statements
(a)The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards (“FRSs”) and the Companies Act, 1965 in Malaysia. At the beginning
of the current financial year, the Group and the Company adopted new and revised FRSs which are
mandatory for financial periods beginning on or after 1 May 2011 as disclosed fully in Note 3.3.
(b)The financial statements of the Group and of the Company have been prepared on the historical cost
convention unless otherwise disclosed in the summary of significant accounting policies.
(c)The preparation of financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised and in any future periods
affected.
In particular, information about significant areas of estimation uncertainty and critical judgements
in applying accounting policies that have the most significant effect on the amount recognised in the
financial statements are disclosed in Note 3.6.
(d)The financial statements of the Group and of the Company are presented in Ringgit Malaysia (“RM”)
and all values are rounded to the nearest RM, unless otherwise stated.
42
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies
(a) Subsidiaries and basis of consolidation
(i)
Subsidiaries
Subsidiaries are entities over which the Group has the ability to control the financial and operating
policies so as to obtain benefits from their activities. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the
Group has such power over another entity.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds
and their carrying amounts is recognised in profit or loss.
(ii) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and
its subsidiaries at the reporting date. The financial statements of the subsidiaries used in the
preparation of the consolidated financial statements are prepared for the same reporting date as
the Company.
Subsidiaries are consolidated from the date on which control is transferred to the Group up to
the effective date on which control ceases, as appropriate.
Intragroup transactions, balances, income and expenses are eliminated on consolidation. Where
necessary, adjustments are made to the financial statements of subsidiaries to ensure consistency
of accounting policies with those of the Group.
Non-controlling interests are presented within equity in the consolidated statements of financial
position, separately from the Company’s shareholders’ equity, and are separately disclosed in the
consolidated statements of comprehensive income. Transactions with non-controlling interests
are accounted for as transactions with owners and are recognised directly in equity. Profit or loss
and each component of other comprehensive income are attributed to the owners of the parent
and to the non-controlling interests. Total comprehensive income is attributed to non-controlling
interests even if this results in the non-controlling interests having a deficit balance.
At the end of each reporting period, the carrying amount of non-controlling interests is the amount
of those interests at initial recognition plus the non-controlling interests’ share of subsequent
changes in equity.
All changes in the parent’s ownership interest in a subsidiary that do not result in a loss of control
are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interest is adjusted and the fair value of consideration paid or received is recognised
directly in equity and attributed to owners of the parent.
Upon loss of control of a subsidiary, the profit or loss on disposal is calculated as the difference
between :
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
43
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(a) Subsidiaries and basis of consolidation (cont’d)
(ii) Basis of consolidation (cont’d)
(i)the aggregate of the fair value of the consideration received and the fair value of any retained
interest in the former subsidiary ; and
(ii)the previous carrying amount of the assets (including goodwill), and liabilities of the former
subsidiary and any non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the former subsidiary
are accounted for (i.e. reclassified to profit or loss or transferred directly to retained profits) in
the same manner as would be required if the relevant assets or liabilities were disposed of. The
fair value of any investments retained in the former subsidiary at the date when control is lost is
regarded as the fair value on initial recognition for subsequent accounting under FRS 127.
Business combinations from 1 May 2011 onwards
Acquisitions of businesses are accounted for using the acquisition method. Under the acquisition
method, the consideration transferred for acquisition of a subsidiary is the fair value of the assets
transferred, liabilities incurred and the equity interests issued by the Group at the acquisition
date. The consideration transferred included the fair value of any asset or liability resulting from
a contingent considerations arrangement. Acquisition-related costs, other than the costs to issue
debt or equity securities, are recognised in profit or loss when incurred.
In a business combination achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised
in profit or loss.
Non-controlling interests in the acquiree may be initially measured either at fair value or at the
non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net
assets at the date of acquisition. The choice of measurement basis is made on a transaction-bytransaction basis.
The Group has applied the FRS 3 (Revised) in accounting for business combinations from 1 May
2011 onwards. The change in accounting policy has been applied prospectively in accordance
with the transitional provisions provided by the Standard.
Business combinations before 1 May 2011
All subsidiaries are consolidated using the purchase method. At the date of acquisition, the
fair values of the subsidiaries’ net assets are determined and these values are reflected in the
consolidated financial statements. The cost of acquisition is measured at 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.
Non-controlling interests are initially measured at their share of the fair values of the identifiable
assets and liabilities of the acquiree as at the date of acquisition.
44
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(b)Foreign currency
(i)Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (“the functional currency”).
The consolidated financial statements are presented in Ringgit Malaysia (“RM”), which is also
the Company’s functional currency.
(ii)Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries and are recorded on initial recognition in the functional currencies at
exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities
denominated in foreign currencies are translated at the rate of exchange ruling at the reporting
date. Non-monetary items denominated in foreign currencies that are measured at historical cost
are translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items denominated in foreign currencies measured at fair value are translated using the exchange
rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary
items at the reporting date are recognised in profit or loss except for exchange differences arising
on monetary items that form part of the Group’s net investment in foreign operations, which
are recognised initially in other comprehensive income and accumulated under foreign currency
translation reserve in equity. The foreign currency translation reserve is reclassified from equity to
profit or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in profit or loss for the period except for the differences arising on the translation of nonmonetary items in respect of which gains and losses are recognised directly in equity. Exchange
differences arising from such non-monetary items are also recognised directly in equity.
(c)
Property, plant and equipment and depreciation
All items of property, plant and equipment are initially recorded at cost. The cost of an item of property,
plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits
associated with the item will flow to the Group and the Company and the cost of the item can be
measured reliably.
When significant parts of an item of property, plant and equipment have different useful lives, they are
accounted for as separate items (major components) of property, plant and equipment.
When a major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment if the recognition criteria are met. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are recognised in profit or loss during the financial period in which
they are incurred.
Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses, if any. The policy for the recognition and measurement of impairment
losses is in accordance with Note 3.2(e).
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
45
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(c)
Property, plant and equipment and depreciation (cont’d)
Freehold land is not depreciated. Depreciation of other property, plant and equipment is provided for
on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful
life, at the following annual rates :
Factory buildings and staff quarters Plant, machinery, tools and equipment Motor vehicles Office equipment, renovation, furniture and fittings 5-33 years
10 years
7 years
5-10 years
The carrying amounts of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying amount may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each reporting date to ensure
that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property,
plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any,
and the net carrying amount is recognised in profit or loss.
(d) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated
impairment losses (Note 3.2(e)). The useful lives of intangible assets are assessed to be either finite or
indefinite.
Intangible assets with finite lives are amortised on straight-line basis over the estimated economic
useful lives and assessed for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortisation method for an intangible asset with a finite
useful life are reviewed at least at each financial year end.
The amortisation expense on intangible assets with finite useful lives is recognised in the profit or loss
in the expense category consistent with the function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually or more frequently if the
events or changes in circumstances indicate that the carrying value may be impaired either individually
or at cash generating unit level. Such intangibles are not amortised. The useful life of an intangible asset
with an indefinite life is reviewed annually to determine whether the useful life assessment continues to
be supportable.
(i)Trademark
Acquired trademark is stated at cost less any impairment losses (Note 3.2(e)). Trademark with
indefinite useful lives are tested for impairment annually or more frequently if the events or changes
in circumstances indicate that the carrying value may be impaired either individually or at cashgenerating unit level.
46
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(d) Intangible assets (cont’d)
(ii) Research and development expenditure
Expenditure on research activities, undertaken with the prospect of gaining new scientific or
technical knowledge and understanding, is expensed to the profit or loss as incurred.
Development expenditure is stated at cost less accumulated amortisation and impairment losses
(Note 3.2(e)), if any. It is assessed annually for any indication that the intangible assets may be
impaired.
Expenditure on development activities, for the production of new or substantially improved products
and processes, is capitalised if the product or process is technically and commercially feasible
and the Group has sufficient resources to complete development. The expenditure capitalised
includes the cost of materials, direct labour and an appropriate proportion of overheads. Other
development expenditure is expensed to the profit or loss as incurred.
Development expenditure is amortised on an individual product and straight-line basis, and
over the period of probable estimated future economic benefits being recovered. Amortisation
commences from the date when the individual product is available for sale. The amortisation
period is not more than five years.
(e) Impairment of non-financial assets
The carrying values of assets, other than those to which FRS 136 : Impairment of Assets does not apply,
are reviewed at each reporting date for impairment when there is an indication that the assets might be
impaired. Impairment is measured by comparing the carrying values of the assets with their recoverable
amounts. The recoverable amount of an asset is the higher of the asset’s fair values less cost to sell and
its value-in-use, which is measured by reference to discounted future cash flow using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risk specific to the
asset.
An impairment loss is recognised in profit or loss immediately unless the asset is carried at its revalued
amount where the revaluation was taken to other comprehensive income. In this case, impairment loss
is also recognised in other comprehensive income to the extent of a previously recognised revaluation
surplus for the same asset.
At each reporting date, an assessment is made as to whether there is an indication that previously
recognised impairment losses may no longer exist or may have decreased.
In respect of assets other than goodwill, when there is a change in the estimates used to determine
the recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a
reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the
asset that would have been determined (net of amortisation and depreciation) had no impairment loss
been recognised. The reversal is recognised in profit or loss immediately, unless the asset is carried at its
revalued amount. A reversal of an impairment loss on a revalued asset is credited to other comprehensive
income as it is treated as a revaluation increase.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
47
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(f)
Assets under hire purchase
Assets acquired under hire purchase are capitalised in the financial statements and are depreciated
in accordance with the policy set out in Note 3.2(c) above. Each hire purchase payment is allocated
between the liability and finance charges so as to achieve a constant rate on the finance balance
outstanding. Finance charges are recognised in profit or loss over the period of the respective hire
purchase agreements.
(g) Inventories
Inventories comprising raw materials, work-in-progress and finished goods are stated at the lower of
cost and net realisable value. Cost is determined on a first-in-first-out or weighted average bases, as
applicable.
The costs of raw materials and trading stock comprise the original purchase price plus cost incurred in
bringing the inventories to their present location whilst the costs of work-in-progress and finished goods
includes direct materials, direct labour, other direct costs and appropriate production overheads. In
arriving at net realisable value, due allowance is made for all obsolete and slow-moving items.
Net realisable value represents the estimated selling price in the ordinary course of business less selling
and distribution costs and all other estimated costs to completion.
(h)Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition, and
the categories include financial assets at fair value through profit or loss, held-to-maturity investments,
loans and receivables and available-for-sale financial assets.
(i)Financial assets at fair value through profit or loss
Financial assets are classified as financial assets at fair value through profit or loss when the financial
asset is either held for trading or is designated to eliminate or significantly reduce a measurement
or recognition inconsistency that would otherwise arise.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured
at fair value, with any gains or losses arising on remeasurement recognised in profit or loss. Net
gains or net losses on financial assets at fair value through profit or loss do not include exchange
differences, interest and dividend income. Exchange differences, interest and dividend income on
financial assets at fair value through profit or loss are recognised separately in profit or loss as
part of other losses or other income.
48
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(h)Financial assets (cont’d)
(ii) Held-to-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable
payments and fixed maturity that the management has the positive intention and ability to hold
to maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost
using the effective interest method. Gains and losses are recognised in profit or loss when the heldto-maturity investments are derecognised or impaired, and through the amortisation process.
(iii) Loans and receivables
Financial assets that have fixed or determinable payments that are not quoted in an active market
are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
(iv) Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are designated in this
category or are not classified in any of the other categories.
After initial recognition, available-for-sale financial assets are remeasured to their fair values at
each reporting date. Gains and losses arising from changes in fair value are recognised in other
comprehensive income and accumulated in the fair value reserve, with the exception of impairment
losses, foreign exchange gains and losses on monetary instruments and interest calculated using
effective interest method, which are recognised in profit or loss. On derecognition, the cumulative
gain or loss previously accumulated in the fair value reserve is reclassified from equity into profit
or loss. Interest income calculated using the effective interest method is recognised in profit or
loss. Dividends on an available-for-sale equity instrument are recognised in profit or loss when
the Group’s and the Company’s right to receive payment is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at
cost less accumulated impairment losses, if any.
A financial asset is derecognised where the contractual right to receive cash flows from the financial
asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in the profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the marketplace concerned. All
regular way purchases and sales of financial assets are recognised or derecognised on the trade date
i.e., the date the Group and the Company commit to purchase or sell the asset.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
49
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(i)
Impairment of financial assets
All financial assets (other than those categorised at fair value through profit or loss), are assessed at
each reporting date whether there is any objective evidence of impairment as a result of one or more
events having an impact on the estimated future cash flows of the asset. For an equity instrument, a
significant or prolonged decline in the fair value below its cost is considered to be objective evidence of
impairment.
An impairment loss in respect of held-to-maturity investments and loans and receivables is recognised
in profit or loss and is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the use
of an allowance account. When a trade receivable becomes uncollectible, it is written off against the
allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be
related objectively to an event occurring after the impairment was recognised, the previously recognised
impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its
amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in
profit or loss and is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows discounted at current market rate of return for a similar financial
asset. Such impairment losses are not reversed in subsequent periods.
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is
measured as the difference between its cost (net of any principal payment and amortisation) and its
current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an
available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative
loss in other comprehensive income is transferred from equity to profit or loss.
Impairment losses on available-for-sale equity investments are not reversed in profit or loss in the
subsequent periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other
comprehensive income. For available-for-sale debt investments, impairment losses are subsequently
reversed in profit or loss if an increase in the fair value of the investment can be objectively related to
an event occurring after the recognition of the impairment loss in profit or loss.
(j)Cash and cash equivalents
Cash and cash equivalents comprise cash at banks and on hand, deposits with banks and highly liquid
investments that are readily convertible to cash with insignificant risks of changes in value, net of
outstanding bank overdrafts, if any.
(k) Equity instruments
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
50
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(l)Treasury shares
When the Company’s own shares recognised as equity are bought back, the amount of the consideration
paid, including all costs directly attributable, are recognised as a deduction from equity. Own shares
purchased that are not subsequently cancelled are classified as treasury shares and are presented as a
deduction from total equity.
Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs,
is included in equity.
(m) Provisions
Provisions are recognised when the Group has a present obligation as a result of past events, when it
is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at each
reporting date and adjusted to reflect the current best estimate. Where the effect of the time value
of money is material, the provisions are discounted using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability.
(n)Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position
when, and only when, the Group and the Company become a party to the contractual provisions of the
financial instrument. Financial liabilities are classified as either financial liabilities at fair value through
profit or loss or other financial liabilities.
(i)Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and
financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company
that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair
value and subsequently stated at fair value, with any resultant gains or losses recognised in profit
or loss. Net gains or losses on derivatives include exchange differences.
(ii) Other financial liabilities
The Group’s and the Company’s other financial liabilities include trade payables, other payables
and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
51
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(n)Financial liabilities (cont’d)
(ii) Other financial liabilities (cont’d)
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated
as a derecognition of the original liability and the recognition of a new liability, and the difference in
the respective carrying amounts is recognised in profit or loss.
(o)Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction
costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in
profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial
guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for
the associated loss, the liability is measured at the higher of the best estimate of the expenditure required
to settle the present obligation at the reporting date and the amount initially recognised less cumulative
amortisation.
(p) Borrowing costs
Borrowing costs directly attributable to the acquisition and construction of property, plant and equipment
are capitalised as part of the cost of those assets when the activities to prepare the assets are incurred,
until such time that the assets are ready for their intended use or sale. Capitalisation of borrowing costs
is suspended during extended periods in which active development is interrupted.
All other borrowing costs are recognised in profit or loss as expenses in the period in which they are
incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred
in connection with the borrowing of funds.
(q) Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group
and the Company and the revenue can be reliably measured. Revenue is measured at the fair value of
consideration received or receivable.
(i)
Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment
are established.
(ii)Management fee income
Management fee income from subsidiaries is recognised on accrual basis upon services
rendered.
52
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(q) Revenue recognition (cont’d)
(iii) Sale of goods
(iv) Interest income
(r)
Revenue from sale of goods is measured at the fair value of the consideration receivable and
is recognised when the significant risks and rewards of ownership have been transferred to the
buyers.
Interest income is recognised on a time proportion basis that reflects the effective yield on the
asset.
Income taxes
Income tax for the year comprises current and deferred tax. Income tax is recognised in the profit or loss
except to the extent that it relates to items recognised outside profit or loss, either in other comprehensive
income or directly in equity.
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 reporting
date and any adjustment to tax payables in respect of previous financial year.
Deferred tax is recognised using the liability method, on temporary differences arising as at reporting 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 other than those that arise from
goodwill or from the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets are recognised for all deductible temporary differences, carry forward unused tax losses
and unused tax credits to the extent that it is probable that future taxable profits will be available against
which the deductible temporary differences, and the carry forward of unused tax losses and unused tax
credits can be utilised, except those arise from initial recognition of an asset or liability in a transaction
which is not a business combination at the time of the transaction, affects neither accounting profit
nor taxable profit. The carrying amounts of deferred tax assets are reviewed at each reporting 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 deferred tax assets to be utilised.
Deferred tax assets and liabilities are 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 the tax rates that have been enacted or
substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current
tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation
authority.
Deferred tax arising from a business combination is included in the resulting goodwill or excess of the
acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent
liabilities over the business combination costs.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
53
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(s)
Operating segments
An operating segment is a component of the Group that engages in business activities from which it may
earn revenues and incur expenses, including revenues and expenses that relate to transactions with any
of the Group’s other components. An operating segment’s operating results are reviewed regularly by
the chief operating decision maker to make decisions about resources to be allocated to the segment
and assess its performance, and for which discrete financial information is available.
Employee benefits
(t)
(i)
Wages, salaries, paid annual leave, paid sick leave, bonuses, social security contributions (“SOCSO”)
and non-monetary benefits are recognised as expenses in the profit or loss in the financial year in
which the associated services are rendered by employees of the Group.
(ii) Defined contribution plans
Short term benefits
As required by law, companies in Malaysia make contributions to the state pension scheme, the
Employees Provident Fund (“EPF”). Such contributions are recognised as an expense in the profit
or loss as incurred.
(u)Contingent liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will only
be confirmed by the occurrence of one or more uncertain future events not wholly within the control of
the Group. It can also be a present obligation arising from past events that is not recognised because
it is not probable that an outflow of economic resources will be required or the amount of obligation
cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a
change in the probability of an outflow occurs so that the outflow is probable, it will then be recognised
as a provision.
(v) Related parties
A party is related to an entity if :
(i)
directly, or indirectly through one or more intermediaries, the party :
•
controls, is controlled by, or is under common control with, the entity (this includes parents,
subsidiaries and fellow subsidiaries) ;
•
has an interest in the entity that gives if significant influence over the entity ; or
•
has joint control over the entity.
(ii) the party is an associate of the entity ;
(iii) the party is a joint venture in which the entity is a venturer ;
54
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.2 Summary of Significant Accounting Policies (cont’d)
(v) Related parties (cont’d)
(iv) the party is a member of the key management personnel of the entity or its parent ;
(v)
(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which
significant voting power in such entity resides with, directly or indirectly, any individual referred
to in (iv) or (v) ; or
(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any
entity that is a related party of the entity.
Close members of the family of an individual are those family members who may be expected to influence,
or be influenced by, that individual in their dealings with the entity.
the party is a close member of the family of any individual referred to in (i) or (iv) ;
3.3Changes in Accounting Policies and Effects Arising from Adoption of New/Revised Financial Reporting
Standards (“FRSs”)
The accounting policies adopted are consistent with those of the previous financial year except as follows :
On 1 May 2011, the Group and the Company adopted the following new and revised FRSs and IC Interpretations
(including the consequential amendments) mandatory for annual financial periods beginning on or after
1 May 2011.
FRSs and IC Interpretations (including the Consequential Amendments)
FRS 1 (Revised)
FRS 3 (Revised)
FRS 127 (Revised)
: First-time Adoption of Financial Reporting Standards
: Business Combinations
: Consolidated and Separate Financial Statements
Amendments to FRS 1 (Revised)
Amendments to FRS 1
Amendments to FRS 2
Amendments to FRS 2
Amendments to FRS 5
Amendments to FRS 7
Amendments to FRS 132
Amendments to FRS 138
: Limited Exemption from Comparative FRS 7 Disclosures for Firsttime Adopters
: Additional Exemptions for First-time Adopters
: Share-based Payment
: Group Cash-settled Share-based Payment Transactions
: Non-current Assets Held For Sale and Discontinued Operations
: Improving Disclosures about Financial Instruments
: Financial Instruments : Presentation (Classification of Rights
Issues)
: Intangible Assets
Amendments to FRSs “Improvements to FRSs (2010)”
IC Interpretation 4
IC Interpretation 12
IC Interpretation 16
IC Interpretation 17
IC Interpretation 18
: Determining Whether an Arrangement Contains a Lease
: Service Concession Arrangements
: Hedges of a Net Investment in a Foreign Operation
: Distributions of Non-cash Assets to Owners
:Transfers of Assets from Customers
Amendments to IC Interpretation 9
: Reassessment of Embedded Derivatives
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
55
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.3Changes in Accounting Policies and Effects Arising from Adoption of New/Revised Financial Reporting
Standards (“FRSs”) (Cont’d)
The adoption of the above FRSs, Amendments and IC Interpretations did not result in any significant financial
impact on the financial position, performance and disclosures in the financial statements of the Group and
of the Company, except for the following :
(a)FRS 3 (Revised) : Business Combinations
FRS 3 (Revised) introduces significant changes to the accounting for business combinations, both at the
acquisition date and post acquisition, and requires greater use of fair values. In addition, all transaction
costs, other than share and debt issue costs, will be expensed as incurred. This revised Standard has
been applied prospectively during the current financial year with no financial impact on the financial
statements of the Group but may impact the accounting at its future transactions or arrangements.
(b)FRS 127 (Revised) : Consolidated and Separate Financial Statements
FRS 127 (Revised) requires accounting for changes in ownership interests by the Group in a subsidiary,
whilst maintaining control, to be recognised as an equity transaction. When the Group losses control
of a subsidiary, any interest retained in the former subsidiary will be measured at fair value with the
gain or loss recognised in profit or loss. The revised Standards also requires all losses attributable to
the non-controlling interest to be absorbed by the non-controlling interest instead of by the parent.
The Group will apply the major changes of FRS 127 (Revised) prospectively during the financial year
with no financial impact on the financial statements of the Group but may impact the accounting of
its future transactions or arrangements.
Amendments to FRS 7 : Improving Disclosures about Financial Instrument
(c)
Amendments to FRS 7 requires enhanced disclosures about fair value measurements and liquidity risk,
which includes disclosures of fair value measurements by level of a fair value measurement hierarchy
and a separate liquidity risk analysis for derivative and non-derivative financial liabilities. The enhanced
disclosures are included in Note 34(e) and Note 34(a)(iv).
(d) Annual Improvements 2010
The amendments to FRS 101 (Revised) clarify that an entity may choose to present the analysis of the
items of other comprehensive income either in the statement of changes in equity or in the notes to the
financial statements. The Group has chosen to present the items of other comprehensive income in the
statement of changes in equity.
3.4 New/Revised Financial Reporting Standards (“FRSs”), Amendments and Issues Committee (“IC”)
Interpretations that are Not Yet Effective
At the date of authorisation of these financial statements, the following FRSs, Amendments and IC
Interpretations have been issued but not yet effective, and therefore have not been applied by the Group and
the Company :
FRSs and IC Interpretations
(including the Consequential Amendments)
FRS 9
FRS 10
: Financial Instruments
: Consolidated Financial Statements
Effective date
1 January 2015
1 January 2013
56
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.4 New/Revised Financial Reporting Standards (“FRSs”), Amendments and Issues Committee (“IC”)
Interpretations that are Not Yet Effective (cont’d)
FRSs and IC Interpretations
(including the Consequential Amendments)
FRS 11
:
FRS 12
:
FRS 13
:
FRS 119 (Revised)
:
FRS 124 (Revised)
:
FRS 127 (2011)
:
FRS 128 (2011)
:
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Employee Benefits
Related Party Disclosures
Separate Financial Statements
Investment in Associates and Joint
Ventures
Amendments to FRS 1 (Revised)
: Severe Hyperinflation and Removal of
Fixed Dates for First-time Adopters
Amendments to FRS 7
: Disclosures – Transfers of Financial Assets
Amendments to FRS 7
: Disclosures – Offsetting Financial
Assets and Financial Liabilities
Amendments to FRS 9
: Mandatory Effective Date of FRS 9 and
Transition Disclosures
Amendments to FRS 10,
:Transition Guidance
FRS 11 and FRS 12
Amendments to FRS 101 (Revised) : Presentation of Items of Other
Comprehensive Income
Amendments to FRS 112
: Recovery of Underlying Assets
Amendments to FRS 132
: Offsetting Financial Assets and
Financial Liabilities
IC Interpretation 15
:
IC Interpretation 19
:
IC Interpretation 20
:
Agreements for the Construction of Real
Estate
Extinguishing Financial Liabilities with
Equity Instruments
Stripping Costs in the Production Phase
of a Surface Mine
Amendments to
: Prepayments of a Minimum Funding
IC Interpretation 14 Requirement
Effective date
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2012
1 January 2013
1 January 2013
1 January 2012
1 January 2012
1 January 2013
1 January 2015
1 January 2013
1 July 2012
1 January 2012
1 January 2014
withdrawn on
19 November 2011
1 July 2011
1 January 2013
1 July 2011
The above accounting standards and interpretations (including the consequential amendments) are not
relevant to the Group’s and the Company’s operations except as follows :
(a)FRS 9 : Financial Instruments
FRS 9 replaces the parts of FRS 139 that relate to the classification and measurement of financial
instruments. FRS 9 divides all financial assets into 2 categories – those measured at amortised cost and
those measured at fair value based on the entity’s business model for managing its financial assets and
the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains
most of the FRS 139 requirement. An entity choosing to measure a financial liability at fair value will
present the portion of the change in its fair value due to changes in the entity’s own credit risk in other
comprehensive income rather than within profit or loss.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
57
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.4 New/Revised Financial Reporting Standards (“FRSs”), Amendments and Issues Committee (“IC”)
Interpretations that are Not Yet Effective (cont’d)
(b)FRS 10 : Consolidated Financial Statements
(c)FRS 12 : Disclosure of Interests in Other Entities
FRS 12 is applicable to entities that have interests in subsidiaries, joint arrangements, associates and/
or unconsolidated structured entities. FRS 12 is a disclosure standard and the disclosure requirements
in this standard are more extensive than those in the current standards. Accordingly, there will be no
financial impact on the financial statements of the Group upon its initial application but may impact
its future disclosures.
(d)FRS 13 : Fair Value Measurement
FRS 10 replaces the consolidation guidance in FRS 127 and IC Interpretation 121. Under FRS 10, there is
only one basis for consolidation, which is control. Extensive guidance has been provided in the standard
to assist in the determination of control.
FRS 13 defines fair value, provides guidance on how to determine fair value and requires disclosures
about fair value measurements. The scope of FRS 13 is broad; it applies to both financial instrument
items and non-financial instrument items for which other FRSs require or permit fair value measurements
and disclosures about fair value measurements, except in specified circumstances. In general, the
disclosure requirements in FRS 13 are more extensive than those required in the current standards and
therefore there will not have any financial impact on the financial statements of the Group upon its
initial application but may impact its future disclosures.
(e) Amendments to FRS 7 : Disclosures – Transfers of Financial Assets
The amendments to FRS 7 intend to provide greater transparency around risk exposure of transactions
when a financial assets is transferred but the transferor retains some level of continuing exposure in
the asset. The amendments also require disclosures where transfers of financial assets are not evenly
distributed throughout the period. There will be no financial impact on the financial statements of the
Group upon its initial application but may impact its future disclosures.
(f)
Amendments to FRS 101 (Revised) : Presentation of items of Other Comprehensive Income
The amendments to FRS 101 retain the option to present profit or loss and other comprehensive income
in either a single statement or in two separate but consecutive statements. In addition, items presented
in other comprehensive income section are to be grouped based on whether they are potentially reclassifiable to profit or loss subsequently i.e. those that might be reclassified and those that will not
be reclassified. Income tax on items of other comprehensive income is required to be allocated on the
same basis. There will be no financial impact on the financial statements of the Group upon its initial
application but may impact its future disclosures.
The Group’s and the Company’s next set of financial statements for the annual period beginning on 1 May
2012 will be prepared in accordance with the Malaysian Financial Reporting Standards (“MFRSs”) issued by
the MASB that will also comply with International Financial Reporting Standards (“IFRSs”). As a result, the
Group will not be adopting the above accounting standards and interpretations (including the consequential
amendments) that are effective for annual periods beginning on or after 1 May 2012.
58
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.5Malaysian Financial Reporting Standards (MFRS Framework)
On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB approved
accounting framework, the Malaysian Financial Reporting Standards (MFRS Framework).
The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods beginning
on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141 Agriculture
(MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15), including its parent,
significant investor and venture (herein called “Transitioning Entities”).
The Group and the Company will be required to prepare financial statements using the MFRS Framework in
its first MFRS financial statements for the year ending 30 April 2013. In presenting its first MFRS financial
statements, the Group and the Company will be required to restate the financial position as at 1 May 2013
to amounts reflecting the application of MFRS Framework.
The Group and the Company have started a preliminary assessment of the differences between FRS and
accounting standards under the MFRS Framework and are in the process of assessing the financial effects of
the differences. Accordingly, the financial performance and financial position as disclosed in these financial
statements for the year ended 30 April 2012 could be different if prepared under the MFRS Framework.
The Group and the Company expects to be in a position to fully comply with the requirements of the MFRS
Framework for the financial year ending 30 April 2013.
On 30 June 2012, MASB announced that the Transitioning Entities are allowed to defer the adoption of
the MFRSs to annual periods beginning on or after 1 January 2014 after which the MFRSs will become
mandatory.
3.6 Significant Accounting Estimates and Judgements
Estimates and judgements are continually evaluated by the directors and management and are based on
historical experience and other factors, including expectations of future events that are believed to be reasonable
under the circumstances. The estimates and judgements that affect the application of the Group and the
Company accounting policies and disclosures, and have a significant risk of causing a material adjustment
to the carrying amounts of assets, liabilities, income and expenses are discussed below :
(a) Depreciation of property, plant and equipment
The estimates for the residual values, useful lives and related depreciation charges for the property,
plant and equipment are based on commercial factors which could change significantly as a result of
technical innovations and competitors’ actions in response to the market conditions.
The Group anticipates that the residual values of its property, plant and equipment will be insignificant.
As a result, residual values are not being taken into consideration for the computation of the depreciable
amount.
Changes in the expected level of usage and technological development could impact the economic useful
lives and the residual values of these assets, therefore future depreciation charges could be revised.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
59
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.6 Significant Accounting Estimates and Judgements (cont’d)
(b) Income taxes
There are certain transactions and computations for which the ultimate tax determination may be
different from the initial estimate. The Group and the Company recognises tax liabilities based on its
understanding of the prevailing tax laws and estimates of whether such taxes will be due in the ordinary
course of business. Where the final outcome of these matters is different from the amounts that were
initially recognised, such difference will impact the income tax and deferred tax provisions in the year
in which such determination is made.
(c)
When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the
cash-generating unit to which the asset is allocated, the management is required to make an estimate
of the expected future cash flows from the cash-generating unit and also to apply a suitable discount
rate in order to determine the present value of those cash flows.
(d) Write-down of inventories
Impairment of non-financial assets
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories.
These reviews require judgement and estimates. Possible changes in these estimates could result in
revisions to the valuation of inventories.
(e) Impairment of trade and other receivables
An impairment loss is recognised when there is objective evidence that a financial asset is impaired.
Management specifically reviews its loan and receivables financial assets and analyses historical bad
debts, customer concentrations, customer creditworthiness, current economic trend and changes in
the customer payment terms when making a judgement to evaluate the adequacy of the allowance for
impairment losses. Where there is objective evidence of impairment, the amount and timing of future cash
flows are estimated based on historical loss experience for assets with similar credit risk characteristics.
If the expectation is different from the estimation, such difference will impact the carrying value of
receivables.
Impairment of available-for-sale financial assets
(f)
The Group assesses at each reporting date whether there is an indication that the other long term
investments may be impaired. This requires an estimation of the value in use of the cash-generating
units. Estimating the value in use requires the Group to make an estimate of the expected future cash
flows from the cash-generating units and also to choose a suitable discount rate in order to calculate
the present value of those cash flows.
(g) Impairment of intangible asset
Intangible asset is tested for impairment annually and at other times when such indicators exist. This
requires management to estimate the expected future cash flows of the cash-generating unit to which
intangible asset is allocated and to apply a suitable discount rate in order to determine the present value
of those cash flows. The future cash flows are most sensitive to budgeted gross margins, growth rates
estimated and discount rate used. If the expectation is different from the estimation, such difference
will impact the carrying value of intangible asset.
60
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
3.
SIGNIFICANT ACCOUNTING POLICIES (cont’d)
3.6 Significant Accounting Estimates and Judgements (cont’d)
(h)Fair value estimates for certain financial assets and liabilities
The Group carries certain financial assets and liabilities at fair value, which requires extensive use of
accounting estimates and judgement. While significant components of fair value measurement were
determined using verifiable objective evidence, the amount of changes in fair value would differ if the
Group uses different valuation methodologies. Any changes in fair value of these assets and liabilities
would affect profit and/or equity.
(i)
4.
Amortisation of development costs
Changes in the expected level of usage and technological development could impact the economic useful
lives and therefore, future amortisation charges could be revised.
PROPERTY, PLANT AND EQUIPMENT
Group - At 30 April 2012
Factory
Plant, buildings
machinery, Freehold
and staff
tools and Motor
land quarters equipment vehicles RM
RM RM RM At Cost
At 1 May 2011
12,614,180 12,129,830 44,762,568 2,476,880 Additions –
–
527,607 –
12,614,180
12,129,830
Office
equipment,
renovation,
furniture
and fittings Total
RM RM
1,201,395 73,184,853
38,577 566,184
At 30 April 2012
45,290,175 2,476,880 1,239,972 73,751,037
Less : Accumulated Depreciation
At 1 May 2011 Charge for the year –
–
3,242,362 383,995
24,449,566
3,405,167
1,293,581
347,915
844,336 29,829,845
77,285 4,214,362
At 30 April 2012
–
3,626,357
27,854,733 1,641,496 921,621 34,044,207
Less : Impairment Loss
At 1 May 2011
Impairment for the year –
–
–
211,625
–
1,882,259 –
–
–
–
–
2,093,884
At 30 April 2012 –
211,625
1,882,259
–
–
2,093,884
Carrying Amount
At 30 April 2012 12,614,180
8,291,848 15,553,183 835,384
318,351 37,612,946
–
12,614,180 Carrying Amount
At 30 April 2011
8,887,468
3,242,362
20,313,002
24,449,566 21,669,157 2,883,058
(1,500) (101,149)
–
–
–
–
–
–
1,183,299 1,293,581
975,650 338,329 (20,398)
–
357,059 43,355,008
844,336 29,829,845
766,997 26,269,671
77,882
3,683,764
(543) (22,441)
–
(101,149)
73,184,853
At 30 April 2011
2,857,867
384,495 –
–
2,476,880 –
–
–
–
–
Less : Accumulated Depreciation
At 1 May 2010
Charge for the year Disposals Write off 44,762,568 12,129,830
1,201,395
12,614,180 At 30 April 2011 Office
equipment,
renovation,
furniture
and fittings Total
RM RM
1,129,845 71,625,548
73,102 1,986,536
(1,552) (88,942)
–
(338,289)
–
–
PROPERTY, PLANT AND EQUIPMENT (cont’d)
Group - At 30 April 2011
Factory
Plant, buildings
machinery, Plant and and staff
tools and machinery Motor
Freehold land quarters equipment work-in-progress vehicles RM RM RM RM RM At Cost
At 1 May 2010 12,614,180 12,119,830 38,570,094
4,822,268 2,369,331 Additions –
10,000 1,318,147
392,748
192,539
Disposals
–
–
(2,400) –
(84,990) Write off –
–
(338,289) –
–
Reclassifications
–
–
5,215,016 (5,215,016) –
4.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
Notes To The Financial Statements (cont’d)
61
62
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
4.
PROPERTY, PLANT AND EQUIPMENT (cont’d)
(a)The following property, plant and equipment are charged against bank loans (Note 16) :
Group
2012 2011
RM
RM
Carrying Amount
Freehold land 12,614,180 12,614,180
Factory building 8,291,848 8,644,343
20,906,028 21,258,523
(b)The following property, plant and equipment are subject to finance lease instalments plans (Note 16) :
Group
2012 2011
RM
RM
Carrying Amount
Motor vehicles 466,944
680,315
(c) Purchases of property, plant and equipment are as follows :
Group
2012 RM
2011
RM
Aggregate cost of property, plant and equipment Finance via hire purchase 566,184 –
1,986,536
(90,700)
Cash paid during the financial year
566,184 1,895,836
(d) An impairment loss of RM 2,093,884 was recognised for certain property, plant and equipment of the Group.
Those property, plant and equipment have not been able to generate profits due to weak demand from
overseas market and prolonged economic crisis faced by Western nations. The Group assessed the recoverable
amount of property, plant and equipment to be lower than the carrying amount. The recoverable amount of
the property, plant and equipment is determined based on the fair values less costs to sell which was obtained
from independent market quotes.
(e)There is no property, plant and equipment in the Company throughout the current and previous financial
years.
5.
INTANGIBLE ASSETS
Group
2012 RM
2011
RM
Trademark (Note a)
Product development expenditure (Note b) 1,000,000 1,109,524
1,000,000
944,422
2,109,524 1,944,422
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
63
Notes To The Financial Statements (cont’d)
5.
INTANGIBLE ASSETS (cont’d)
Group
2012 2011
RM
RM
(a) Trademark
Cost
At 1 May 1,000,000 1,000,000
Additions –
–
At 30 April 1,000,000 1,000,000
(b) Product development expenditure
Cost
At 1 May Additions 1,105,127 283,722
932,697
172,430
At 30 April 1,388,849
1,105,127
Accumulated Amortisation
At 1 May Amortisation 160,705 118,620 46,500
114,205
At 30 April 279,325 160,705
Carrying Amount 1,109,524 944,422
Trademark
The trademark “Superlon” is registered in Malaysia and acquired for a cash consideration of RM 1.0 million in
August 2000.
Trademark is tested for impairment on an annual basis by comparing the carrying amount with the recoverable
amount of the cash-generating unit (“CGU”) based on value-in-use. Value-in-use is determined by discounting the
future cash flows to be generated from the continuing use of the CGU based on the following assumptions :
•
Cash flows are projected based on the management’s five-year business plan.
•
Discount rates used for cash flows discounting purpose are the management’s estimate of cost of capital plus
a reasonable risk premium at the date of assessment of the CGU. The discount rate applied for cash flow
projections is 6.60% (2011 : 6.35%).
•
Growth rate for the CGU is determined based on the management’s estimate of the industry trends and past
performances of the CGU.
•
Profit margins are projected based on the industry trends and historical profit margin achieved.
The management is not aware of any reasonably possible change in the above key assumptions that would cause
the carrying amounts of the CGU to materially exceed their recoverable amounts.
64
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
5.
INTANGIBLE ASSETS (cont’d)
Product development expenditure
The Group has a continuous program of product development initiatives to obtain various code listing for its
insulation materials, and to develop special new products for overseas market according to specific requirements
of each respective country or region. The code listings, once obtained, will increase selling opportunities for its
insulation materials by making it easier for designers, architects and specifies of heating, ventilation, air-conditioning
and refrigeration systems to incorporate these products in their plans. Deferred product development expenditure
are amortised over a five (5) year period which commensurate with the availability of the sales of the developed
products.
The Group’s policy for product development costs requires the periodic review of the carrying values to determine
if there has been impairment in value-based expected future cash flows. If it is determined that the carrying value
exceeds the recoverable amount, the carrying value of the asset is written down to the recoverable amount.
6. INVESTMENT IN SUBSIDIARIES
Company
2012 2011
RM RM
Unquoted shares - at cost 37,588,990
37,588,990
Less : Impairment loss (2,750,000)
–
34,838,990
37,588,990
The details of subsidiaries and the equity interest held by the Company are shown as below :
Country Of
Name of Subsidiary Principal Activities
Incorporation Superlon Worldwide Sdn. Bhd. Design, test and manufacturer of
Malaysia insulation materials for the heating,
ventilation, air-conditioning and
refrigeration (“HVAC&R”) industry ;
and trading of HVAC&R parts and
equipment.
Superlon Steel Pipes Sdn. Bhd. Manufacturer, import and export of various of steel pipes and tubes.
Equity Interest
2012
2011
100% 100%
Malaysia 55% 55%
Hong Kong, SAR
100%
–
Superlon Hong Kong Co. Dormant.
Limited * * The Company was incorporated on 13 July 2011 and remained dormant during the financial year.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
65
Notes To The Financial Statements (cont’d)
7.
OTHER INVESTMENT
Group
2012 RM
At Cost
Golf club membership 46,667 2011
RM
46,667
Market Value
Golf club membership Investment in golf club membership which is assessed to have indefinite useful life because there are no foreseeable
limit to the period over which the asset are expected to generate net cash inflows for the Company and the contractual
or legal right to these assets can be renewed without incurring significant costs.
70,000 70,000
The recoverable amount for such golf club membership is determined by reference to current market price of such
similar membership.
8.TRADE AND OTHER RECEIVABLES
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Non-Current
Other Receivables
Scheduled receivables 261,568 468,331 –
–
Amount due from subsidiaries –
–
4,878,704 5,994,249
Less : Allowance for impairment loss –
–
(1,958,883) –
Current
Trade Receivables
Amount due from subsidiaries Other trade receivables Less : Allowance for impairment loss :
- individual - collective 261,568 468,331
2,919,821
5,994,249
–
10,842,797 –
11,804,750 –
–
108,000
–
–
–
–
–
(884,785)
(96,513)
(908,749) (25,755) 9,861,499
10,870,246
–
108,000
Other Receivables
Amount due from subsidiaries Scheduled receivables Sundry receivables –
223,332 102,179
–
200,149 150,477 538,845
–
–
605,751
–
–
325,511 350,626
538,845
605,751
10,187,010 11,220,872 538,845 713,751
Allowance for impairment losses :
At 1 May Charge for the year Reversal of impairment loss 934,504 70,758 (23,964) 378,101
570,230 (13,827)
–
1,958,883 –
–
–
–
At 30 April 981,298
934,504
1,958,883 –
66
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
8.TRADE AND OTHER RECEIVABLES (cont’d)
(a) Scheduled receivable represents the remaining amount of JPY 12,844,357 (equivalent to RM 484,900) (2011
: JPY 18,333,609 (equivalent to RM 668,480)) owing by a foreign supplier arising from one-off rectification
works claim. The amount shall be receivable in 25 equal monthly instalments (2011 : 37 equal monthly
instalments). As at year end, the receipt schedule is analysed as follows :
Group
2012 2011
RM
RM
Current
Not later than one year 223,332
200,149
Non-current
Later than one year and not later than two years 240,686 215,701
Later than two years and not later than five years
20,882
252,630
261,568 468,331
484,900
668,480
(b) Quasi loan represents unsecured, non-interest bearing advances of which the settlement is neither planned nor
likely to occur in the foreseeable future. This amount is, in substance, a part of the Company’s net investment
in the subsidiary. The quasi loan is stated at cost less impairment losses, if any.
(c)The Group’s trade receivables are non-interest bearing and the normal credit terms range from 30 to 90 days
(2011 : 30 to 90 days) from the date of invoices. Other credit terms are assessed and approved on a case-bycase basis.
(d)The current amounts due from subsidiaries are unsecured, non-interest bearing and are repayable on
demand.
9.
INVENTORIES
Group
2012 2011
RM
RM
At Cost
Raw materials 10,810,992 8,692,342
Work-in-progress 182,806 25,394
Finished goods 1,317,700 2,026,964
Trading stock 1,770,487
1,230,868
At Net Realisable Value
Finished goods
14,081,985 11,975,568
493,268 –
14,575,253
11,975,568
89,584
16,735
Write-down of inventories included in the cost of sales SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
67
Notes To The Financial Statements (cont’d)
10. PREPAYMENT AND OTHER ASSETS
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Deposits Prepayments
Tax recoverable 232,131
777,949 426,360
230,612 368,374 431,713
1,000
–
31,727 1,000
–
28,563
1,436,440 1,030,699 32,727 29,563
11. DERIVATIVE
Contract/
notional amount RM 2012
Forward foreign currency contracts
1,662,525 Group
Assets
RM Liabilities
RM
–
4,375
23,203 –
2011
Forward foreign currency contracts (a) Forward foreign currency contracts are used to hedge the Group’s sales and purchases denominated in United
States Dollar (“USD”) which firm commitments existed at the end of the reporting period. The settlement
dates on forward foreign currency contracts range from May 2012 to June 2012 (2011 : May 2011 to June
2011) after the end of the reporting period.
(b) During the financial year, the Group recognised total loss of RM 27,578 (2011 : total gain of RM 23,203)
arising from fair value changes of derivative assets. The fair value changes are attributable to changes in foreign
exchange spot and forward foreign exchange and interest rates. The methods and assumptions applied in
determining the fair values of derivatives are disclosed in Note 34(d).
1,489,207
12. DEPOSITS, BANK AND CASH BALANCES
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Bank and cash balances Deposits placed with licensed bank
3,380,807
373,074 5,894,373 1,519,606
103,466
–
415,311
–
3,753,881 7,413,979
103,466 415,311
(a)The effective interest rates of fixed deposits placed with licensed bank range from 2.3% to 3.1% (2011 : 2.0%
to 2.9%) per annum.
(b)The maturity periods of fixed deposits placed with licensed bank at the end of financial year are between 5
and 365 days (2011 : 5 and 365 days).
68
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
13. SHARE CAPITAL
Group And Company
2012 2011
Number of Number of
shares RM
shares RM
Authorised :
Ordinary shares of RM 0.50 each 200,000,000 100,000,000 200,000,000 100,000,000
Issued and fully paid :
Ordinary shares of RM 0.50 each 80,000,000 40,000,000 80,000,000 40,000,000
The holders of ordinary shares are entitled to receive dividends as declared by the Company and are entitled to one
(1) vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual
assets. In respect of the Company’s treasury shares, all rights are suspended until those shares are reissued.
14.TREASURY SHARES
Group And Company
2012 2011
Number of Number of
shares RM
shares Ordinary shares of RM 0.50 each
At 1 May
428,100
193,757
354,100
Shares bought back during the year 1,171,000
434,327
74,000 1,599,100 628,084
428,100 RM
162,653
31,104
At 30 April
193,757
On 23 September 2011, the shareholders renewed the Company’s mandate to repurchase its own shares up to 10%
of its issued and paid-up share capital (“Share Buy Back”).
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 transactions of Share Buy Back were financed by internally generated funds. During the financial year, all the
shares purchased by the Company were retained as treasury shares in accordance with Section 67A Subsection 3(A)
(b) of the Companies Act, 1965. As at 30 April 2012, a total of 1,599,100 ordinary shares were held as treasury
shares. None of the treasury shares held were resold or cancelled during the financial year ended 30 April 2012.
The details of the shares bought back during the financial year are as follows :
Price Per Shares (RM)
Number of Total
Lowest Highest Average shares consideration
RM
Month
Financial Year 2011
April 0.38 0.41 0.40 10,000 3,994
July 0.43 0.43
0.43 5,000 2,194
October 0.40 0.45 0.43 44,000 18,918
December
0.39 0.40 0.40 15,000
5,998
74,000 31,104
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
69
Notes To The Financial Statements (cont’d)
14.TREASURY SHARES (cont’d)
Price Per Shares (RM)
Number of Total
Lowest Highest Average shares consideration
RM
Month
Financial Year 2012
July 0.38
0.38 0.38
100,000
37,774
August 0.37 0.37
0.37 1,000,000 371,591
September 0.33 0.40
0.37 5,000 1,692
December 0.35 0.35
0.35 66,000 23,270
1,171,000 434,327
15. RESERVES
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Non-Distributable
Share premium 2,049,145
2,049,145
2,049,145
2,049,145
Distributable
Retained profits 11,305,115
12,807,808 3,849,549 2,728,078
13,354,260 14,856,953
5,898,694 4,777,223
(a) Share Premium
Share premium arose from the issue price of ordinary shares in excess of its par value. The share premium is
not distributable by way of cash dividends and may be utilised in the manner set out in Section 60(3) of the
Companies Act, 1965.
(b) Retained Profits
At the end of the reporting period, the Company will be able to distribute dividends out of its entire retained
profits under the single tier tax system.
16. LOANS AND BORROWINGS
Group
2012 2011
RM
RM
Current
Secured - Bank overdrafts –
801,027
- Trade bills 4,884,445
6,918,272
- Term loans 266,958 255,922
- Obligations under finance leases
162,306 154,586
5,313,709
8,129,807
Non-Current
Secured - Term loans - Obligations under finance leases 2,372,059
217,939 2,632,852
380,245
2,589,998
3,013,097
7,903,707 11,142,904
70
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
16. LOANS AND BORROWINGS (cont’d)
Group
2012 2011
RM
RM
Total Borrowings
Secured - Bank overdrafts
–
801,027
- Trade bills
4,884,445
6,918,272
- Term loans 2,639,017 2,888,774
- Obligations under finance leases
380,245 534,831
7,903,707 11,142,904
The remaining maturities of the loans and borrowings at the reporting date are as follows :
Group
2012 2011
RM
RM
Current
Not later than one year 5,313,709 8,129,807
Non-Current
Later than one year and not later than two years 442,017 437,548
Later than two years and not later than five years 1,071,060
1,174,730
Later than five years
1,076,921 1,400,819
2,589,998 3,013,097
7,903,707
11,142,904
Obligations under finance leases
(a)These obligations are denominated in Ringgit Malaysia and bear interests ranging from 4.2% to 6.1% (2011
: 4.2% to 6.4%) per annum.
(b) Future minimum lease payments under finance leases together with the present value of the net minimum
lease payments are as follows :
Group
2012 2011
RM
RM
Minimum lease payments :
Not later than one year 176,628
176,628
Later than one year and not later than two years 160,922
176,628
Later than two years and not later than five years 65,398 226,320
Less : Unexpired term charges
402,948 (22,703)
579,576
(44,745)
380,245
534,831
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
71
Annual Report 2012
Notes To The Financial Statements (cont’d)
16. LOANS AND BORROWINGS (cont’d)
Group
2012 2011
RM
RM
Present value of payments :
Current
Not later than one year 162,306 154,586
Non-Current
Later than one year and not later than two years Later than two years and not later than five years 154,048 63,891 162,306
217,939
217,939 380,245
380,245
534,831
Bank borrowings
(a)The bank borrowings are secured by the following :
(i)
A registered first party charge over the subsidiaries freehold land and factory buildings (Note 4) ; and
(ii)
Corporate guarantee by the Company.
(b)The effective interest rates (per annum) for bank borrowings during the financial year are as follows :
Group
2012 2011
% %
Bank overdrafts
N/A 7.3 - 7.8
Trade bills 1.8 - 4.1 1.5 - 4.4
Term loans
7.6 7.3
(c)The term loans are repayable by 120 monthly instalments. At the end of the financial year, they are repayable
as follows :
Group
2012 RM
2011
RM
Current
Not later than one year Non-Current
Later than one year and not later than two years
Later than two years and not later than five years Later than five years 266,958
255,922
287,969 1,007,169 1,076,921 275,242
956,791
1,400,819
2,372,059 2,632,852
2,639,017 2,888,774
72
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
17. SCHEDULED PAYABLE
Scheduled payable represents the remaining amount of JPY 16,690,320 approximately RM 630,093 (2011 : JPY
24,160,635 approximately RM 880,945) due to a foreign buyer arising from one-off rectification works claim. The
amount are payable in 24 equal monthly instalment (2011 : 36 equal monthly instalment). As at year end, the
payment schedule is analysed as follows :
Group
2012 2011
RM
RM
Current
Not later than one year (Note 19) 303,492 272,383
Non-current
Later than one year and not later than two years 326,601 293,122
Later than two years and not later than five years –
315,440
326,601
608,562
630,093 880,945
18. DEFERRED TAX LIABILITIES
Group
2012 2011
RM
RM
(a) Movement of deferred tax liability
At 1 May 2,699,503 2,513,338
Relating to origination of temporary differences 7,233 469,039
Under/(Over)provision in prior year
15,210 (282,874)
At 30 April (b) Component of the deferred tax liability
Excess of capital allowances over corresponding book depreciation 2,721,946
2,699,503
2,721,946 2,699,503
19.TRADE AND OTHER PAYABLES
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Trade Payables 4,840,898 4,999,592
–
–
Other Payables
Accruals Sundry payables Scheduled payable (Note 17)
1,577,412 460,179 303,492
1,704,771
702,452
272,383
138,000 25,239 –
138,000
20,398
–
2,341,083 2,679,606 163,239 158,398
7,181,981
7,679,198 163,239 158,398
Trade payables are non-interest bearing and the normal credit terms granted to the Group range from 30 days to
120 days (2011 : 30 days to 120 days) from the date of invoices. Other payables are non-interest bearing and are
repayable on demand.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
73
Notes To The Financial Statements (cont’d)
20. REVENUE
Revenue of the Group and of the Company comprises the following :
Group Company
2012 2011 2012 RM RM
RM
2011
RM
Dividend income Management fee income Invoiced value of goods sold net
of discount and returns
–
–
–
–
7,000,000 264,000 2,000,000
264,000
61,156,653
65,716,328
–
–
61,156,653 65,716,328 7,264,000 2,264,000
21.FINANCE COSTS
Interest On :
Bank overdrafts Hire purchase Schedule payable Trade bills Term loans
Bank charges Group Company
2012 2011 2012 RM RM
RM
2011
RM
7,506
22,042 56,370 212,627 208,596
28,452
171,412 75,537 165,611 171,155 –
–
–
–
–
–
–
–
–
–
507,141 214,509 612,167 213,074 –
153 –
65
721,650
825,241
153
65
22. (LOSS)/PROFIT BEFORE TAX
Group Company
2012 2011 2012 RM RM
RM
This is arrived at after charging :
Allowance for impairment loss on
trade receivable :
- individual
–
570,230 –
- collective
70,758 –
–
Amortisation of development cost
118,620 114,205 –
Auditors’ remuneration :
- statutory :
- current 51,500
45,000
15,000 - underprovision in prior year 5,500
–
2,500 - other services 2,500 2,500
2,500
Depreciation 4,214,362 3,683,764
–
Impairment loss on amount due
from subsidiaries –
–
1,958,883
Impairment loss on investment in subsidiary –
–
2,750,000
Impairment loss on property, plant
and equipment 2,093,884 –
–
2011
RM
–
–
–
12,500
–
2,500
–
–
–
–
74
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
22. (LOSS)/PROFIT BEFORE TAX (cont’d)
Group Company
2012 2011 2012 RM RM
RM
Loss on derivatives Loss on foreign exchange :
- realised
- unrealised Property, plant and equipment written off Rental of :
- factory - factory equipment - hostel - office equipment
- premises Write down of inventories And Crediting :
Gain on derivative
Gain on disposal of property, plant
and equipment
Gain on foreign exchange :
- realised
- unrealised Insurance claims Interest income
Interest on scheduled receivables Write back of allowance for impairment
loss on trade receivables :
- individual
- collective 2011
RM
27,578
–
–
–
–
–
–
374,339
97,363
237,140 –
–
–
–
–
–
816,480 2,949 49,320 5,660 132,830 89,584 456,480 2,046 45,600
6,100 129,612 16,735 –
–
–
–
–
–
–
–
–
–
–
–
–
(23,203)
–
–
–
(2,699) –
–
(726,527) (178,082) –
(8,776)
(41,225) –
–
(87,845) (29,063) (53,726) (23,964) –
–
(13,827) –
–
–
(79)
–
–
–
–
–
–
(651)
–
–
–
23. STAFF COSTS
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Executive Directors’ Remuneration
(excluding benefits-in-kind) (Note 24) 892,986 998,251
10,500
3,500
Other Staff Costs
Salaries and other emoluments EPF SOCSO Other staff related expenses 4,011,346 221,536 33,989 465,808
4,423,010
257,221
37,976 590,431
–
–
–
–
–
–
–
–
4,732,679 5,308,638 –
–
Total Staff Costs
5,625,665 6,306,889 10,500 3,500
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
75
Notes To The Financial Statements (cont’d)
24. DIRECTORS’ REMUNERATION
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Directors of the Company
Executive Directors :
Allowances 10,500 3,500 10,500 3,500
Bonuses 45,000 156,255 –
–
EPF 141,246 157,833
–
–
Salaries 696,240
680,663 –
–
Benefit-in-kind 892,986 33,250 998,251
33,250 10,500 –
3,500
–
926,236
1,031,501 10,500
3,500
Non-Executive Directors :
Allowances Fees 13,500 138,000 8,700 138,000 13,500
138,000 8,700
138,000
151,500 146,700 151,500 146,700
1,077,736
1,178,201
162,000
150,200
The number of Directors of the Company whose total remuneration during the financial year fell within the following
bands is analysed as below :
Executive Directors :
RM 150,000 and below
RM 150,001 - RM 300,000 RM 300,001 - RM 450,000 RM 450,001 - RM 600,000
Non-Executive Directors
RM 1 - RM 50,000
Number Of Directors
2012 2011
–
2
–
1
–
2
–
1
4
4
25.TAX EXPENSE
Group Company
2012 2011 2012 2011
RM RM
RM
RM
(a) Components of tax expense
Current tax expense Deferred tax expenses relating to
origination of temporary differences
(Over)/Underprovision in prior years :
- current tax expense
- deferred tax expense 104,080 80,835
20,885 14,159
7,233
469,039
–
–
(9,365)
15,210 (17,985) (282,874) 2,748 –
(1,327)
–
249,015
23,633 12,832
117,158 76
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
25.TAX EXPENSE (cont’d)
Group Company
2012 2011 2012 2011
RM RM
RM
RM
(b) Reconciliation of income tax expense
(Loss)/Profit before tax (1,944,140) 913,859
2,086,707 1,885,524
Tax at statutory income tax rate of
25% (2011 : 25%) Tax effect of non-taxable income Tax effect of non-deductible expenses
Tax saving arising from double
deduction expenses Deferred tax assets not recognised
during the financial year Utilisation of reinvestment allowances
(Over)/Underprovision in prior years :
- current tax expense - deferred tax expense
(486,035) (81,237) 705,422
228,465 (75,077) 449,521 (157,365)
(144,546) –
–
308,755
(178,227) 91,511
–
–
–
–
–
(9,365) 15,210
117,158 521,677 (1,699,173) 1,198,381 471,382
(500,000)
42,777
(17,985) (282,874) 2,748 –
(1,327)
–
249,015
23,633 12,832
(c) Subject to the agreement of the Inland Revenue Board, the Company has unused reinvestment allowance of
approximately RM 3,100,000 (2011 : RM 3,800,000) to offset against its future taxable profits.
(d)The following deferred tax assets have not been recognised in the financial statements :
Group
2012 RM
Unabsorbed tax losses Unabsorbed capital allowances
2011
RM
2,600,000 4,300,000
1,900,000
3,500,000
6,900,000
5,400,000
No deferred tax assets have been recognised in the financial statements for the above item as there is no
assurance beyond any reasonable doubt that future taxable profit will be sufficient to allow the deferred tax
assets to be realised.
26. (LOSS)/EARNINGS PER ORDINARY SHARE
(a) Basic (Loss)/Earnings Per Ordinary Share
Basic (loss)/earnings per ordinary share is calculated by dividing the profit attributable to owners of the
Company by the weighted average number of ordinary shares in issue during the financial year, excluding
treasury shares held by the Company.
Group
2012 RM
(Loss)/Profit for the year attributable to owners of the Company (561,090) 2011
RM
1,329,251
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
77
Notes To The Financial Statements (cont’d)
26. (LOSS)/EARNINGS PER ORDINARY SHARE (cont’d)
(a) Basic (Loss)/Earnings Per Ordinary Share (cont’d)
Weighted average number of ordinary shares in issue Basic (loss)/earnings per ordinary share (sen) Units 78,745,979 Units
79,600,637
(0.71) 1.67
(b) Diluted Earnings Per Ordinary Share
The diluted earnings per share of the Group were not presented as there were no dilutive potential ordinary
shares during the financial year.
27. DIVIDENDS
In respect of the financial year ended 30 April 2010
Final tax-exempt single tier dividend of 3.5% equivalent to 1.75 sen
per ordinary share on 79,640,900 ordinary shares of RM 0.50 each
In respect of the financial year ended 30 April 2011
Final tax-exempt single tier dividend of 2.4% equivalent to 1.20 sen
per ordinary share on 78,466,900 ordinary shares of RM 0.50 each Group And Company
2012 2011
RM
RM
–
1,393,716
941,603
–
941,603 1,393,716
28.CASH AND CASH EQUIVALENTS
Cash and cash equivalents included in the statements of cash flows comprise the following amounts :
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Deposits, bank and cash balances Less : Bank overdraft 3,753,881 –
7,413,979 (801,027) 103,466 –
415,311
–
3,753,881
6,612,952 103,466 415,311
29. RELATED PARTY DISCLOSURES
(a) For the purpose of these financial statements, parties are considered to be related to the Group or the Company
if the Group or the Company has the ability, directly or indirectly, to control the other party or exercise
significant influence over the other party in making financial or operational decisions, or vice versa, or where
the Group or the Company and the party are subject to common control or common significant influence.
Related parties may be individuals or other entities. The related parties of the Group and the Company are :
78
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
29. RELATED PARTY DISCLOSURES (cont’d)
(i)
Related companies represent companies in which certain directors of the Company and its subsidiary
companies, and/or certain substantial shareholders of the holding company have financial interest,
both directly and indirectly.
(ii) Key Management Personnel
Related Companies
Key management personnel include the Group and the Company’s executive and non-executive
directors and are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group or the Company either directly or indirectly. Executive and
non-executive directors’ compensation are disclosed in Note 24.
(b)The significant related party transactions of the Group and the Company, other than key management personnel
compensation, are as follows :
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Subsidiaries
- Dividend income –
–
(7,000,000)
(2,000,000)
- Management fee income –
–
(264,000)
(264,000)
Transactions with companies in which
certain directors and their close
family members have substantial
financial interest
- Professional fees paid to
cfSolutions Sdn. Bhd.
108,500
99,500 108,500 99,500
(c) Information regarding outstanding balances arising from related party transactions is disclosed in Note 8.
(d)Compensation Of Key Management Personnel
The remuneration of directors and other members of key management personnel during the financial year
was as follows :
Group And Company
2012 2011
RM RM
1,557,730 238,810
1,683,693
248,539
Included in the total key management personnel are :
- directors of the Group - other key management personnel 1,796,540 1,932,232
892,986 903,554
998,251
933,981
1,796,540 1,932,232
Salary, allowance and bonuses
Defined contribution plans (EPF) The remuneration of key management personnel are determined by the remuneration committee having regard
to the performance of individuals and market trends.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
79
Notes To The Financial Statements (cont’d)
30. SEGMENTAL ANALYSIS
Operating segments are prepared in a manner consistent with the internal reporting provided to the Group Executive
Committee as its chief operating decision maker in order to allocate resources to segments and to access their
performance. For management purposes, the Group is organised into business units based on their products and
services provided.
The Group comprises the following main business segments as follow :
Business segments Business activities
Insulation materialsManufacturing of insulation materials for the heating, ventilation, air-conditioning
and refrigeration (“HVAC&R”) industry.
HVAC&R parts and equipmentTrading of HVAC&R parts and equipments.
Steel pipesManufacture, import and export of various kinds of steel pipes and tubes.
(a) Business segments
Insulation
materials
RM
Financial year ended
30 April 2012
Revenue
- Investment income
- External sales - Inter-segment sales
- Management fees
income
HVAC&R
parts and
equipment Steel pipes
RM RM Investment
holdings
RM
–
54,113,870
–
–
1,757,483
–
–
5,285,300
1,800 7,000,000 –
–
–
–
–
264,000
Eliminations Consolidated
RM RM
(7,000,000)
–
–
61,156,653
(1,800) –
(264,000) –
Total revenue Cost of sales
Gross profit/(loss)
Other income Unallocated corporate expenses 989,549
(10,157,200)
(Loss) from operation
Finance costs (1,222,490)
(721,650)
(Loss) before tax Tax expense
(1,944,140)
(117,158)
(Loss) after tax (2,061,298)
54,113,870 1,757,483 5,287,100 (45,732,663) (1,490,966) (6,028,263) 8,381,207 266,517
(741,163) 7,264,000 –
(7,265,800) 61,156,653
40,400 (53,211,492)
7,264,000
(7,225,400) 7,945,161
80
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
30. SEGMENTAL ANALYSIS (cont’d)
(a) Business segments (cont’d)
Insulation
materials
RM
Financial year ended
30 April 2011
Revenue
- Investment income
- External sales - Inter-segment sales
- Management fees
income
HVAC&R
parts and
equipment Steel pipes
RM RM Investment
holdings
RM
–
54,816,973 –
–
2,164,535
–
–
8,734,820
2,630 2,000,000
–
–
–
–
–
264,000
Eliminations Consolidated
RM RM
(2,000,000)
–
–
65,716,328
(2,630) –
(264,000) –
Total revenue Cost of sales
Gross profit/(loss)
Other income Unallocated corporate expenses 329,317
(9,834,539)
Profit from operations Finance costs 1,739,100
(825,241)
Profit before tax Tax expense
913,859
(249,015)
54,816,973
2,164,535
(43,926,887) (1,772,042)
10,890,086
392,493 8,737,450 (8,775,707) 2,264,000
–
(2,266,630) 65,716,328
2,630 (54,472,006)
(38,257) 2,264,000 (2,264,000)
Profit after tax 11,244,322
664,844
(b) Geographical segments
The Group operates principally in Malaysia, therefore geographical segment is analysed based on geographical
location of its customers. The analysis of segment results is not presented because it is not practicable to allocate
operating expenses as the basis for making these allocations is arbitrary. The Group’s segment revenue from
external customers by geographical area based on the geographical location of its customers is shown as follows :
Group
2012 RM
Africa
America
Asia (excluding Malaysia) Europe
Malaysia Oceania 2011
RM
2,257,299 5,184,405
36,118,896 1,205,756 12,993,547 3,396,750 2,216,659
7,669,579
37,104,919
846,696
13,930,783
3,947,692
61,156,653 65,716,328
Major customer
Revenue from a major customer with revenue equal to or more than 10% of Group revenue, amounts to RM
7,552,616 (2011 : RM 9,740,635) arising from sales by insulation materials.
Segment asset and segment liabilities were not disclosed as they were not regularly provided to the chief operations
decision maker for their day-to-day operation decision making.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
81
Notes To The Financial Statements (cont’d)
31. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) On 13 July 2011, the Company incorporated a wholly-owned subsidiary, Superlon Hong Kong Co. Limited
(“Superlon-HK) in Hong Kong with an issued capital of 10,000 ordinary shares of HKD 1.00 each.
(b) On 27 July 2011, Superlon-HK entered into a conditional sale and purchase agreement (“SPA”) with Kuo
Sen-Tsung (“the Vendor”) for the acquisition of the entire paid-up capital in Guangzhou Mutian Rubber
Goods Limited (“GMR”) from the Vendor for a total cash consideration of USD 900,000. However, the SPA
was terminated on 12 December 2011 due to the condition precedents as set out in the SPA have not been
fulfilled.
32. SUBSEQUENT EVENTS
(a) On 19 July 2012, the Company, Super Will Holdings Berhad and Huang Hsin-Yueh have mutually agreed to
terminate the Joint Venture cum Shareholder’s Agreement (“JV”) vide a Termination and Discharge Agreement.
Simultaneous with the JV termination, the Company acquired 2,250,000 ordinary shares of RM 1.00 each in
Superlon Steel Pipes Sdn. Bhd. (“SSPSB”) representing the remaining 45% in SSPSB for a cash consideration
of RM 1.00 from Super Will Holdings Berhad (“Acquisition”).
The Acquisition was completed on 21 July 2012 and SSPSB became a wholly-owned subsidiary of the
Company.
(b) On 21 July 2012, SSPSB, a wholly-owned subsidiary of the Company entered into a Sales and Purchase
Agreement with Kin Kee Hardware Sdn. Bhd. to dispose of its entire plant and machinery for a total cash
consideration of RM 1.85 million.
The disposal was completed on 15 August 2012.
33.COMPARATIVE FIGURES
The following comparative figures on the face of Statements of Financial Position and Statements of Comprehensive
Income has been reclassified to conform with current year’s presentation :
Group Company
Amount as Amount as
Amount as previously Amount as previously
reclassified reported reclassified
reported
RM RM RM RM
STATEMENTS OF FINANCIAL POSITION
Amount due from subsidiaries :
- Trade receivables –
–
108,000
–
- Other receivables –
–
605,751 713,751
Trade and other receivables 11,220,872 12,251,751 713,751 743,314
Prepayment and other assets 1,030,699
–
29,563 –
STATEMENTS OF COMPREHENSIVE
INCOME
Revenue Other income Administrative expenses Other expenses (65,716,328) (65,716,979) (329,317)
(314,839)
3,989,192 4,545,595
1,414,513
844,283 (2,264,000)
(651) –
–
The above reclassifications have no effect on the result for the previous financial year.
(2,264,651)
–
–
–
82
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS
(a)Financial Risk Management Policies
The Group’s and the Company’s activities are exposed to financial risks arising from their operations and the
use of financial instruments. The key financial risks include foreign currency risk, interest rate risk, credit risk
and liquidity risk. The Group’s and the Company’s overall financial risk management policy focuses on the
unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s and the
Company’s financial performance.
The following sections provide details on the Group’s and the Company’s exposure to the abovementioned
financial risks and the objectives, policies and processes for the management of these risks.
(i)Foreign currency risk
The Group is exposed to foreign currency risk on transactions and balances that are denominated in
currencies other than functional currency. The currencies giving rise to this risk are primarily United States
Dollar (“USD”), Singapore Dollar (“SGD”) and Japanese Yen (“JPY”). Foreign currency risk is monitored
closely on an ongoing basis to ensure that the net exposure is at an acceptable level. On occasion, the
Group enters into forward foreign currency contracts to hedge against its foreign currency risk.
The Group’s exposure to foreign currency is as follows :
Group
At 30 April 2012
Financial Assets
Scheduled receivable Trade and other receivables Deposits, bank and cash
balances
Financial Liabilities
Scheduled payable Trade and other payables
Loans and borrowings Net financial assets/(liabilities) Less : Forward foreign currency
contract (contracted notional)
Less : Net financial assets
denominated in the Company’s
functional currency Currency exposure USD RM SGD RM
JPY RM RM Total
RM
RM
–
8,266,561 –
240,757 484,900 –
–
1,456,360 484,900
9,963,678
2,295,421 –
–
1,458,460 3,753,881
10,561,982 240,757
484,900
2,914,820 14,202,459
–
(1,187,705) (1,229,445)
–
–
–
(630,093) –
(630,093)
–
(5,690,784) (6,878,489)
–
(6,674,262) (7,903,707)
(2,417,150) –
(630,093) (12,365,046) (15,412,289)
8,144,832
(1,662,525) 240,757
(145,193)
(9,450,226)
(1,209,830)
–
–
–
(1,662,525)
–
–
–
9,450,226 9,450,226
6,482,307
240,757
–
6,577,871
(145,193) SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
83
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(a) Financial Risk Management Policies (cont’d)
(i)
Foreign currency risk (cont’d)
Group
At 30 April 2011
Financial Assets
Scheduled receivable Trade and other receivables
Deposits, bank and cash
balances USD RM SGD RM
JPY RM –
8,693,763
–
176,404 668,480 –
–
2,150,556 668,480
11,020,723
4,922,077
9
–
2,491,893 7,413,979
Financial Liabilities
Scheduled payable
Trade and other payables
Loans and borrowings
13,615,840 176,413
668,480 4,642,449
19,103,182
–
(232,486) (3,773,271) –
–
–
(880,945) –
(880,945)
–
(7,174,329) (7,406,815)
–
(7,369,633) (11,142,904)
(4,005,757) –
(880,945) (14,543,962) (19,430,664)
Net financial assets/(liabilities) Less : Forward foreign currency
contract (contracted notional) Less : Net financial assets
denominated in the Company’s
functional currency Currency exposure 9,610,083
(1,489,207)
176,413
RM Total
RM
RM
(212,465) (9,901,513)
(327,482)
–
–
–
(1,489,207)
–
–
–
9,901,513
9,901,513
8,120,876
176,413 –
8,084,824
(212,465)
The following table details the sensitivity analysis of the Group’s profit for the year to a reasonably
possible change in the foreign currencies against the functional currency of the Group, with all other
variables held constant :
Group
Increase/(Decrease)
2012 2011
RM RM
USD
- strengthened by 5% 324,115
406,044
SGD
- strengthened by 5%
12,038 8,821
JPY
- strengthened by 5%
(7,260) (10,623)
A weakening of the above currencies against Ringgit Malaysia at the reporting date would have had the
equal but opposite effect on the above currencies to the amounts shown above, with all other variables
held constant.
84
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(a) Financial Risk Management Policies (cont’d)
(ii) Interest rate risk
The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating
rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the
Group to fair value interest rate risk.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate
borrowings.
Exposure to interest rate risk
The interest rate profile of the Group’s significant interest-bearing financial instruments, based on
carrying amounts as at the end of the reporting period were :
Fixed rate instruments
Financial liabilities Floating rate instruments
Financial liabilities Fair value sensitivity analysis for fixed rate instruments
2012
RM 2011
RM
5,264,690 7,453,103
2,639,017
3,689,801
The Group does not account for any fixed rate financial assets and liabilities at fair value through profit
or loss, and the Group does not designate derivatives as hedging instruments under a fair value hedged
accounting model. Therefore, a change in interest rates at the end of the reporting period would not
affect profit or loss.
Cash flow sensitivity analysis for variable rate instruments
A change of 100 basis points (bp) interest rates at the end of the reporting period would have immaterial
impact on the profit or loss. This assumes that all other variables remain constant.
(iii)Credit risk
The credit risk with respect to trade and other receivables are managed through the application of credit
approvals, credit limits and monitoring procedures. Credit is extended to the customers based upon
careful evaluation of the customer’s financial condition and credit history.
The Group’s normal credit terms ranges from 30 to 90 days except for related companies, which are not
subject to credit terms, whilst credit terms for retention sums are generally up to 180 days. Any other
credit terms are assessed and approved on a case-by-case basis depending on the length of trading
relationship, the volume of trade and other management considerations. Notwithstanding the credit
terms granted to customers, it is the industry norm to begin counting the credit period from the first
day of the immediate following month after sales transactions occurred, i.e. invoicing date.
At statements of financial position date, the two (2) largest customers account for 49% (2011 : two
(2) largest customers account for 41%) of total trade receivables of the Group. Except for the above,
there were no significant concentrations of credit risk. The maximum exposure to credit risk for the
Group is represented by the carrying amount of the receivables presented in the statements of financial
position.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
85
Annual Report 2012
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(a) Financial Risk Management Policies (cont’d)
(iii)Credit risk (cont’d)
Credit risk concentration profile
Concentration of credit risk arise when a number of customers are engaged in similar business activities
or activities within the same geographic region, or when they have similar risk characteristics that would
cause their ability to meet contractual obligations to be similarly affected by changes in economic or
other conditions. The Group monitors its portfolios, to identify and assess risk concentrations. The credit
portfolios are monitored and periodically reviewed to identify, assess and guard against unacceptable
risk concentrations.
The credit risk concentration profile of the Group’s trade receivables at the reporting date are as follows :
2012
2011
RM % of total RM % of total
By country :
India 3,506,557
36%
3,463,789 32%
Malaysia 1,354,681
14% 1,978,630 18%
South Korea
1,215,107 12% 1,145,921 11%
U.A.E 554,704 6% 680,732 6%
Other countries 3,230,450 32% 3,601,174 33%
9,861,499 100% 10,870,246 100%
Exposure to credit risk
As at reporting date, the Group’s maximum exposure to credit risk is represented by :
(i)The carrying amount of each class of financial assets recognised in the statements of financial
position.
(ii) A nominal amount of RM 28,382,000 (2011 : RM 22,703,945) relating to financial guarantees
provided by the Company to banks for banking facilities granted to its subsidiaries.
The financial guarantees have not been recognised in the financial statements of the Group as
the requirement to reimburse are remote. The Group do not expect to incur material losses under
these corporate guarantees. As at 30 April 2012, there was no indication that any subsidiary would
default on payment.
Ageing analysis
The ageing analysis of the Group’s trade receivables at the end of reporting period is as follows :
Group
At 30 April 2012
Not past due Gross Individual CollectiveCarrying
amount
impairment
impairment value
RM
RM RM RM
5,568,915
Past due :
- 0 to 30 days - 31 to 60 days - 61 to 90 days - over 91 days
1,899,347
1,080,264 252,632
2,041,639
10,842,797
–
(38,818) 5,530,097
–
–
–
(884,785)
(14,948) (14,651) (5,155)
(22,941)
1,884,399
1,065,613
247,477
1,133,913
(884,785) (96,513) 9,861,499
86
SUPERLON HOLDINGS BERHAD (740412-X)
Annual Report 2012
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(a) Financial Risk Management Policies (cont’d)
(iii)Credit risk (cont’d)
Group
At 30 April 2011
Not past due 9,226,995
Past due :
- 0 to 30 days - 31 to 60 days - 61 to 90 days
- over 91 days 903,879 369,950
20,186 1,283,740
11,804,750
Gross Individual CollectiveCarrying
amount
impairment
impairment value
RM
RM RM RM
–
(12,138)
9,214,857
–
–
–
(908,749)
(2,802) (2,762) (194) (7,859)
901,077
367,188
19,992
367,132
(908,749) (25,755) 10,870,246
At the end of the reporting period, trade receivables that are individually impaired were those in significant
financial difficulties and have defaulted on payments. These receivables are not secured by any collateral
or credit enhancement.
The collective impairment allowance is determined based on estimated irrecoverable amounts from the
sale of goods, determined by reference to past default experience.
Trade receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy customers with good payment
records with the Group.
None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated
during the financial year.
Trade receivables that are past due but not impaired
Based on past experience, the Group is satisfied that no allowance for impairment is necessary in respect
of these trade receivables. They are substantially companies with good collection track record and no
recent history of default. These trade receivables are unsecured in nature.
(iv) Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Group and the Company maintain a level of cash and cash
equivalents and bank facilities deemed adequate by the management to ensure that they will have
sufficient liquidity to meet their liabilities when they fall due.
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
87
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(a) Financial Risk Management Policies (cont’d)
(iv) Liquidity risk (cont’d)
The following table sets out the maturity profile of the financial liabilities at the reporting date based on
contractual undiscounted cash flows :
Contractual
Effective Carrying
undiscounted
interest rate amount cash flows %
RM RM Group - 2012
Non-derivative
financial liabilities
Scheduled payables –
630,093 679,536 Trade and other
payables –
6,878,489 6,878,489
Loans and borrowings :
- Trade bills 1.8 - 4.1
4,884,445
4,884,445
- Term loans
7.6 2,639,017
3,093,876
Obligations under
finance lease 4.2 - 6.1 380,245 402,948 Within
1 year
1-5 years RM RM Over
5 years
RM
339,768
339,768 –
6,878,489 –
–
4,884,445 458,352
–
2,291,760 –
343,764
176,628 226,320 –
Derivatives financial
liabilities
Forward foreign currency
contracts 4,375 4,375 4,375
–
–
15,416,664 15,943,669 12,742,057 2,857,848
343,764
880,945 988,200
329,400
658,800 –
7,406,815 7,406,815
7,406,815 –
–
801,027
6,918,272 2,888,774
801,027
6,918,272 3,552,228
801,027
6,918,272
458,352 –
–
2,291,760 –
–
802,116
534,831 579,576 176,628
402,948
–
19,430,664 20,246,118 16,090,494
3,353,508
802,116
Group - 2011
Non-derivative
financial liabilities
Scheduled
payables –
Trade and other
payables –
Loans and borrowings :
- Bank overdraft
7.3 - 7.8 - Trade bills
1.5 - 4.4 - Term loans 7.3 Obligations under
finance lease 4.2 - 6.4 Contractual
Effective Carrying undiscounted
interest rate amount
cash flows %
RM
RM Company - 2012
Trade and other payable –
163,239
163,239
163,239
Company - 2011
Trade and other payable
158,398
–
158,398 158,398 Within
1 year
RM
88
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(b)Capital Risk Management
The Group manages its capital by maintaining an optimal capital structure so as to support businesses and
maximise shareholders value. To achieve its objectives, the Group may make adjustments to the capital structure
in view of changes in economic conditions, such as adjusting the amount of dividend payment, returning of
capital to shareholders or issuing new shares.
The Group manages its capital based on debt-equity ratio. The Group seeks to maintain a balance between
the higher returns that might be possible with higher level of borrowings and the advantages and security
afforded by a sound capital position.
The Group’s policy is to keep gearing within manageable levels. The debt-to-equity ratio of the Group as at
the end of the reporting year is as follows :
Group
2012 RM
2011
RM
6,878,489 630,093 7,903,707
7,406,815
880,945
11,142,904
Less : Deposits, bank and cash balances
15,412,289 (3,753,881) 19,430,664
(7,413,979)
Net interest-bearing debt Total equity 11,658,408 12,016,685
51,844,679 55,281,907
0.22 0.22
Trade and other payable Scheduled payable Loans and borrowings
Debt-to-equity-ratio There were no changes in the Group’s approach to capital management during the year.
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a
consolidated shareholders’ equity equal to or not less than 25% of the issued and paid-up capital (excluding
treasury shares) and such shareholders’ equity is not less RM 40 million. The Company has complied with
this requirement.
(c)Classification of Financial Instruments
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Financial Assets
Available-for-sale financial assets
Other investments Amount due from subsidiaries
46,667
–
46,667 –
–
2,919,821 –
5,994,249
46,667 46,667 2,919,821 5,994,249
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
89
Annual Report 2012
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(c)Classification of Financial Instruments (cont’d)
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Loans and receivables
Scheduled receivable 484,900 668,480 –
–
Trade and other receivables 9,963,678 11,020,723
538,845
713,751
Deposits, bank and cash
balances
3,753,881 7,413,979 103,466 415,311
14,202,459
19,103,182 642,311 1,129,062
Fair value through profit or loss
Derivative assets
–
23,203
–
–
Other financial liabilities
Scheduled payable Trade and other payables Loans and borrowings
630,093
6,878,489 7,903,707
880,945 7,406,815 11,142,904 –
163,239 –
–
158,398
–
15,412,289 19,430,664 163,239 158,398
Fair value through profit or loss
Derivatives liabilities 4,375 –
–
–
Financial Liabilities
(d)Fair Values of Financial Instruments
The carrying amounts of the financial assets and financial liabilities reported in the financial statements
approximate their fair values except for the following :
2012
2011
Carrying Carrying
amount Fair value amount
Fair value
RM
RM
RM RM
Group
Obligation under finance leases
380,245 372,131
534,831 524,097
Company
Amount due from subsidiaries 2,919,821
#
5,994,249 #
#The fair value cannot be reliably measured due to the variability in the range of reasonable fair value
estimates derived from valuation technique is significant.
The following summarises the methods used to determine the fair values of the financial instruments :
(i)The financial assets and financial liabilities maturing within the next 12 months approximated their fair
values due to the relatively short-term maturity of the financial instruments.
(ii)The fair value of obligation under finance leases is determined by discounting the relevant cash flows
using current interest rates for similar instruments as at the end of the reporting period.
90
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Notes To The Financial Statements (cont’d)
34.FINANCIAL INSTRUMENTS (cont’d)
(d)Fair Values of Financial Instruments (cont’d)
The interest rates used to discount estimated cash flows, where applicable, are as follows :
Obligation under finance leases 2012
% 5.6 - 7.4 2011
%
5.1 - 6.9
(iii)The carrying amounts of the term loans approximated their fair values as these instruments bear interest
at variable rates.
(iv)The fair value of forward foreign currency contracts is estimated by discounting the difference between
the contractual forward price and the current forward price for the residual maturity of the contract
using a risk-free interest rate.
(e)Fair Value Hierarchy
Comparative figures have not been presented for 30 April 2011 by virtue of paragraph 44G of FRS 7.
The fair values of the financial assets and liabilities are analysed into level 1 to 3 as follows :
Level 1 : Fair value measurements derive from quoted prices (unadjusted) in active markets for identical
assets or liabilities.
Level 2 : Fair value measurements derive from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly or indirectly.
Level 3 : Fair value measurements derive from valuation techniques that include inputs for the asset or liability
that are not based on observable market data (unobservable inputs).
As at 30 April 2012, the Group’s financial instruments carried at fair values are analysed as below :
Group
Financial liabilities
Derivative liabilities :
- forward foreign currency contracts
Level 1
RM –
Level 2
RM 4,375 Level 3 Total
RM RM
–
4,375
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Annual Report 2012
91
Notes To The Financial Statements (cont’d)
35. SUPPLEMENTARY INFORMATION
DISCLOSURE OF REALISED AND UNREALISED PROFITS/LOSSES
The breakdown of the retained profits of the Group and of the Company at the reporting date into realised and
unrealised profits are presented in accordance with the directive issued by Bursa Malaysia Securities Berhad and
prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits
or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued
by the Malaysian Institute of Accountants, as follows :
Group Company
2012 2011 2012 2011
RM RM
RM
RM
Total retained profits :
- realised 25,666,022 34,218,180
3,849,549 2,728,078
- unrealised (2,927,606) (3,729,380) –
–
Less : Consolidation adjustments
At 30 April 22,738,416 30,488,800 (11,433,301) (17,680,992) 11,305,115 12,807,808 3,849,549 –
2,728,078
–
3,849,549 2,728,078
92
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
List Of Properties
as at 30 April 2012
Approximate
Age of Net Book
Type
Date of
Building /Value
Property / Title Details
(Existing Use)
AcquisitionTenure
(RM’000) Factory 1
Land and
Lot 2567,
Jalan Sungai Jati,
30/03/1996
Building
Kampung
Jawa, 41200
(Factory)
Klang, Selangor
/ Geran 397, Lot 2567,
Tempat Sungei Jaty,
Mukim Klang
Daerah Klang, Selangor
Land
area/
Built up
Area
(square
feet)
16 years /
6,338
Freehold
126,128/
60,000
Land
Lot 2568, Jalan Sungai Jati,
08/01/2009
Freehold
6,002
Taman Klang Jaya, 41200
Klang, Selangor / GM 1393,
Mukim Klang, Daerah
Klang, Selangor
126,077/
–
Factory 2
Land and
Lot 2736, Jalan Raja Nong,
13/10/2004
Building
Kampung
Jawa, 41200
(Factory
Klang, Selangor
and Office)
/ H.S.M. 42634 PT118211
(formerly under Geran
Mukim 1058 Lot 2736)
Tempat Sungei Jaty
Mukim Klang
Daerah Klang, Selangor
8 years /
8,566
Freehold
129,242/
66,000
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
93
Annual Report 2012
Analysis Of Shareholdings
as at 3 September 2012
Authorised Share Capital
Issued and Fully Paid-up Share Capital
Class of Shares
: RM100,000,000.00
: RM40,000,000.00
: Ordinary shares of RM0.50 each
ANALYSIS OF SHAREHOLDINGS
Size of Shareholdings Less than 100
100 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - less than 5% 5% and above Total
No. of
Shareholders
%
No. of Shares
%
4
662
198
81
16
6
0.41
68.50
20.48
8.38
1.65
0.62
223
111,189
1,143,000
2,727,400
19,378,527
54,886,861
–
0.14
1.46
3.48
24.77
70.15
967
100.00
78,247,200
100.00
*
Excluding the 1,752,800 shares held in treasury
SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS
Names
Liu Lee, Hsiu Lin @ Jessica Liu
Transgrow Corporation Sdn Bhd
Liu, Man-Tien
Huang Hsin-Yueh
Tina Yu-Chen Lee
Koperasi Permodalan Felda Berhad
Direct Interest
Indirect Interest
No. of shares
%
No. of shares
%
21,078,700
12,500,300
6,047,361
5,900,000
4,843,700
4,787,500
26.94
15.98
7.73
7.54
6.19
6.12
3,500,000*
–
–
–
–
–
4.47
–
–
–
–
–
*
Deemed interested via her child, Mr Liu Han-Chao’s shareholdings
DirectorS’ SHAREHOLDINGS
Direct Interest
Names
No. of shares
%
Tommy bin Bugo @ Hamid bin Bugo
47,000
0.60
Liu Lee, Hsiu Lin @ Jessica Liu
21,078,700
26.94
Liu Han-Chao
3,500,000
4.47
Ongi Cheng San
100
–
Chun Kwong Pong
–
–
Lim E @ Lim Hoon Nam
–
–
Lim Wee Keong
–
–
*
Deemed interested via her child, Mr Liu Han-Chao’s shareholdings
~ Deemed interested via his mother, Madam Liu Lee Hsiu-Lin’s shareholdings
Indirect Interest
No. of shares
%
–
3,500,000*
21,078,700~
–
–
–
–
–
4.47
26.94
–
–
–
–
94
Annual Report 2012
SUPERLON HOLDINGS BERHAD (740412-X)
Incorporated in Malaysia
Analysis Of Shareholdings (cont’d)
LIST OF THIRTY (30) LARGEST SHAREHOLDERS
No. Names
1
LIU LEE, HSIU LIN
2TRANSGROW CORPORATION SDN BHD
3
F.I.T NOMINEES (ASING) SDN BHD PLEDGED SECURITIES ACCOUNT FOR LIU, MAN-TIEN
4
F.I.T NOMINEES (ASING) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR HUANG, HSIN-YUEH
5
F.I.T NOMINEES (ASING) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR TINA YU-CHEN LEE
6
KOPERASI PERMODALAN FELDA BERHAD
7
COVINGTON PACIFIC LTD
8
LIU HAN-CHAO
9
HO SEE CHAI
10 HSBC NOMINEES (ASING) SDN BHD
KIRBY INTERNATIONAL PRIVATE LTD
11 CIMSEC NOMINEES (ASING) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR KENWIN INVESTMENT LIMITED
12 CITIGROUP NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR LIM CHAI BENG
13 FONTERN CAPITAL SDN. BHD.
14 LIN,RONG-MAO
15 CHENG LING MU
16 HSBC NOMINEES (ASING) SDN BHD
EXEMPT AN FOR CREDIT SUISSE (SG BR-TST-ASING)
17 RAHIMI BIN AB WAHAB
18 FONTERN HOLDINGS(M) SDN. BHD.
19 LIU LEE, HSIU LIN
20THAM CHOY CHIN
21 HUANG, KUO-SHU
22 ER KOK LEONG @ ER CHAI TUAN
23 WANG, CHUN-CHENG
24 CUSTODEV SDN BHD
25 KHOO YAP HOCK CHENG
26 CHIA LI ENG
27 NG KOON SAN @ AK AH TIN
28 CHEAH SEE HAN
29 CHEN PO HSIUNG
30 ECML NOMINEES (TEMPATAN) SDN. BHD.
PLEDGED SECURITIES ACCOUNT FOR BALAKRISNEN A/L SUBBAN
No. of Shares
%
20,808,000
12,500,300
6,047,361
26.59
15.97
7.73
5,900,000
7.54
4,843,700
6.19
4,787,500
3,910,000
3,500,000
3,037,500
2,730,000
6.12
4.99
4.47
3.88
3.49
1,921,000
2.46
927,800
1.19
581,000
471,400
400,000
369,900
0.74
0.60
0.51
0.47
361,427
316,000
270,700
218,200
253,600
110,000
100,000
95,000
92,000
90,500
90,000
80,800
80,000
78,500
0.46
0.40
0.35
0.28
0.32
0.14
0.13
0.12
0.12
0.12
0.12
0.10
0.10
0.10
Proxy Form
(Company No.740412-X)
(Incorporated in Malaysia)
Total number of Proxy(ies) appointed
Proportion of his holdings to be represented by each proxy
Proxy 1
%
Proxy 2
%
Total number of ordinary share held
CDS Account No.
I/We____________________________________________________________________________(Please use Block Letters)
of _________________________________________________________________________________________________
being a member/members of SUPERLON HOLDINGS BERHAD, hereby appoint _______________________________
of _________________________________________________________________________________________________
or failing him,________________________________________________________________________________________
of _________________________________________________________________________________________________
as my/our proxy to vote for me/ us and on my/ our behalf at the SIXTH ANNUAL GENERAL MEETING of the Company
to be held on at Putra Room, Kelab Golf Sultan Abdul Aziz Shah (KGSAAS), No. 1, Rumah Kelab, Jalan Kelab Golf 13/6,
40100 Shah Alam, Selangor Darul Ehsan on Friday, 19 October 2012 at 2.00 p.m. and at any adjournment thereof in
respect of my/our shareholding in the manner indicated below: No.
ORDINARY RESOLUTIONS
FOR
AGAINST
1. Approval of the a final distribution of Treasury Shares on the basis of 2 Treasury
Shares for every 100 ordinary shares of RM0.50 each held in the Company for the
financial year ended 30 April 2012
2. Approval of payment of Directors’ fees for the financial year ended 30 April 2012
3. Re-election of Mdm Liu Lee, Hsiu Lin @ Jessica H. Liu as Director
4. Re-election of Mr Lim E @ Lim Hoon Nam as Director
5. Authority to Directors to allot and issue shares pursuant to Section 132D of the
Companies Act, 1965
6. Renewal of authority to the Company to purchase up to ten percent (10%) of
its own shares in its issued and paid-up share capital
No.
SPECIAL RESOLUTION
1. Proposed Amendments to the Articles of Association of the Company
Please indicate with an “X” in the appropriate box against each resolution how you wish your vote to be cast. In the absence
of specific direction as to voting is indicated, your proxy will vote or abstain as he/ she thinks fit.
Dated this ____________ day of ________________2012.
...........................................................
Signature of Shareholder/Common Seal
Notes :
(A)This Agenda item is meant for discussion only as the provision of Section
169(1) of the Companies Act, 1965 does not require a formal approval
of the shareholders and hence, is not put forward for voting.
1. Only depositors whose names appear in the Record of Depositors as
at 12 October 2012 shall be regarded as members and be entitled to
attend, speak and vote at the Meeting.
2. A member shall be entitled to appoint more than one (1) proxy to
attend and vote at the same meeting on a show of hands or on a poll
in his stead provided that the provisions of Section 149(1)(c) of the
Companies Act, 1965 are complied with. There shall be no restriction
as to the qualification of the proxy.
3. Where a member of the Company is an Exempt Authorised Nominee which
holds ordinary shares in the Company for multiple beneficial owners in one
securities account (“Omnibus Account”), there is no limit to the number
of proxies which the Exempt Authorised Nominee may appoint in respect
of each Omnibus Account it holds.
4. Where a member appoints more than one (1) proxy, the appointment shall
be invalid unless he specifies the proportion of his shareholdings to be
represented by each proxy.
5.The instrument appointing a proxy shall be in writing under the hand of the
appointer or his attorney duly authorised in writing. If the appointer is a
corporation, the instrument must be executed under its Common Seal or
under the hand of an attorney so authorised.
6.The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified copy of
that power of attorney, must be deposited at the Registered Office of the
Company at 3-2, 3rd Mile Square, No. 151 Jalan Kelang Lama, Batu 3½,
58100 Kuala Lumpur not less than forty eight (48) hours before the time
appointed for holding this meeting or any adjournment thereof.
FOLD HERE
AFFIX
STAMP
HERE
To: Company Secretary
SUPERLON HOLDINGS
3-2, 3rd Mile Square
FOLD HERE
No. 151 Jalan Kelang Lama
Batu 3½
58100 Kuala Lumpur
BERHAD (740412-X)
Insulation Sheets & Rolls
SUPERLON sheets are available in pre-cut size, or in
rolls. Several items of ancillary products are also
available like foam tape, gasket tape, and adhesive glue.
HVAC&R Parts
In addition to the manufacturing of thermal insulation
materials, SUPERLON is also involved in trading of
HVAC&R parts and equipments. The existing product
ranges for our trading business include the following:1) Copper Tubes, Fittings and Driers
2) Refrigerant Gas
3) Refrigerator Compressor, Vacuum
Pump and Motor Fan
4) Temperature Controller, Digital
Thermometer and Refrigerator Gauge.
Steel Tubes & Pipes
SUPERLON also trades in various
kinds of galvanised and ungalvanised
steel tubes/pipes including welded tubes,
round tubes, square tubes, rectangle
tubes, special out-look tubes and finger
cut tubes ranging from 12.7mm to 100mm.
The strong and durable products are
used for furniture, automobile, bicycle
and fitness apparatus industries.
www.superlon.com.my
Annual Report 2012
Lot 2736, Jalan Raja Nong, 41200 Klang, Selangor Darul Ehsan, Malaysia
Tel: 603-5161 7778 Fax: 603-5162 7778 Email: corporate@superlon.com.my