Amtek Holdings Berhad
Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
C O N T E N T S
Notice of Annual General Meeting
2
Statement Accompanying the Notice of AGM
3
Corporate Information
6
Directors’ Particulars
7
Audit Committee
11
Chairman’s Statement
14
Statement of Corporate Governance
16
Statement on Internal Control
21
Additional Disclosures
21
Directors’ Report
22
Statement by Directors
26
Statutory Declaration
26
Report of the Auditors
27
Consolidated Balance Sheet
28
Consolidated Income Statement
29
Consolidated Statement of Changes in Equity
30
Consolidated Cash Flow Statement
31
Balance Sheet
33
Income Statement
34
Statement of Changes in Equity
35
Cash Flow Statement
36
Notes to the Financial Statements
37
Financial Highlights
78
Statistics of Shareholdings
79
List of Properties
81
Proxy Form
Enclosed
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the 19th Annual General Meeting of the Company will be held at No. 8-10 Lorong Nagasari
26, Taman Nagasari, 13600 Perai, Pulau Pinang on Tuesday, 16th December 2003 at 11.00 a.m. for the following purposes:AGENDA
1.
To receive and adopt the Audited Financial Statements for the financial year ended 30 June
2003 and the Report of the Directors and Auditors thereon.
(Resolution 1)
2.
To approve payment of Directors’ fees for the financial year ended 30 June 2003.
(Resolution 2)
3.
To re-elect the retiring Directors, under Article 102 of the Company’s Articles of Association:
4.
5.
a) Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
(Resolution 3)
b) Encik Bahar bin Ahmad
(Resolution 4)
To re-appoint Messrs Peter Chong & Co. as Auditors and authorise the Directors to fix their
remuneration.
(Resolution 5)
To transact any other business for which due notice has been given.
BY ORDER OF THE BOARD
SAKINAH BT ABDUL KADIR
Company Secretary
MAICSA NO. 7000087
Penang
20 November 2003
2
Notes:
1.
A member of the Company who is entitled to attend and vote at this meeting is entitled to appoint a proxy to attend
and vote in his stead. A proxy need not be a member of the Company.
2.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized
in writing or if the appointor is a corporation either under common seal or under the hand of an officer or attorney
duly authorised.
3.
The instrument appointing a proxy must be deposited at the Registered Office of the Company at No. 8-10 Lorong
Nagasari 26, Taman Nagasari, 13600 Perai, Pulau Pinang not less than 48 hours before the time set for holding the
meeting or any adjournment thereof.
Pursuant to Paragraph 8.28 (2) of the Listing Requirements of Kuala Lumpur Stock Exchange
1.
Name of individuals who are standing for re-election
Directors retiring pursuant to Article 102 of the Company’s Articles of Association:i)
ii)
2.
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
Encik Bahar bin Ahmad
(Resolution 3)
(Resolution 4)
Date, Time and Place of the Board Meetings
Type of Meeting
Date
Time
Place
Board of Directors Meeting
Wednesday,
14 August 2002
2.25 p.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara
Jalan Puncak, Off Lorong P. Ramlee
50250 Kuala Lumpur
Board of Directors Meeting
Tuesday,
22 October 2002
1.20 p.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara
Jalan Puncak, Off Lorong P. Ramlee
50250 Kuala Lumpur
Special Board of
Directors Meeting
Tuesday,
21 January 2003
11.00 a.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara
Jalan Puncak, Off Lorong P. Ramlee
50250 Kuala Lumpur
Board of Directors Meeting
Wednesday,
26 February 2003
3.18 p.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara
Jalan Puncak, Off Lorong P. Ramlee
50250 Kuala Lumpur
Board of Directors Meeting
Thursday,
22 May 2003
3.18 p.m.
Board Room
First Floor Wisma Hagemeyer
15 Jalan Tandang, 46050 Petaling Jaya
Selangor Darul Ehsan
Special Board of
Directors Meeting
Tuesday,
24 June 2003
3.00 p.m.
Board Room
First Floor Wisma Hagemeyer
15 Jalan Tandang, 46050 Petaling Jaya
Selangor Darul Ehsan
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement Accompanying the Notice of AGM
3
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
4
Statement Accompanying the Notice of AGM
3.
Further details of individuals who are standing for re-election as Directors
(A)
Name
:
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
Age
:
61
Nationality
:
Malaysian
Qualification
:
Bachelor of Arts (Honours), University of Malaya
Master of Public Administration, University of Southern California, USA
Position in the Company
:
Independent Non-Executive Director
Date first appointed on
The Board
:
6 October 2000
Membership of Board
:
Chairman of Remuneration Committee
Chairman of Nomination Committee
Chairman of Executives’ Share Option Scheme Committee
Member of Audit Committee
Working experience
:
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail has held various positions in
the Government. This include Assistant Secretary of Ministry of Youth and
Sports, Service Training and Development Director at Malaysian Agricultural
Research and Development Institute, Deputy Secretary at Cabinet Division
of Prime Minister’s Department, Deputy Principal Private Secretary to the
Prime Minister and Principal Private Secretary to the Prime Minister (from
1983 to 1997). He was reappointed as Principal Private Secretary to the
Prime Minister on contract until 31 May 2000.
Other directorships of
Public companies
:
Halim Mazmin Berhad
Sitt Tatt Berhad
Securities holdings in
the Company and its
subsidiaries
:
None
Family relationship with
:
any Director and/or major
shareholder of the Company
None
Any conflict of interest
that he has with the
Company
:
None
List of convictions for
offences within the past
10 years other than
traffic offences, if any
:
None
3.
Further details of individuals who are standing for re-election as Directors (Cont’d)
(B)
Name
:
Encik Bahar bin Ahmad
Age
:
54
Nationality
:
Malaysian
Qualification
:
B.A. (Honours)
Position in the Company
:
Executive Director
Date first appointed on
The Board
:
25 June 1998
Membership of Board
Committees
:
None
Working experience
:
Encik Bahar bin Ahmad has held various positions in the Government,
including Assistant Director of International Trade Division of Ministry of
Trade and Industry (from 1973 to 1977), Assistant Trade Commissioner of
the Malaysian Trade Office in New York, United States of America (from
1977 to 1979), Trade Commissioner of the Malaysian Trade Office, Manila,
Philippines (from 1979 to 1981), Trade Commissioner of the Malaysian Trade
Commission in London, United Kingdom (from 1981 to 1986), Principal
Assistant Director of the International Trade Division, Ministry of
International Trade and Industry (from 1986 to 1991) and Senior Trade
Commissioner of the Malaysian Trade Commission, London, United Kingdom
(from 1991 to 1996).
Other directorships of
Public companies
:
Fiamma Holdings Berhad
Securities holdings in
the Company and its
subsidiaries
:
None
Family relationship with
:
any Director and/or major
shareholder of the Company
None
Any conflict of interest
that he has with the
Company
:
None
List of convictions for
offences within the past
10 years other than
traffic offences, if any
:
None
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement Accompanying the Notice of AGM
5
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Corporate Information
CHAIRMAN
Tan Sri Datuk Abdul Aziz bin Ismail
GROUP MANAGING DIRECTOR
David Lai Kim Hean
DIRECTORS
Dato’ Noor Ahmad Mokhtar bin Haniff
Syed Azmin bin Syed Nor
Mohd. Qari bin Ahmad
Bahar bin Ahmad
Khalid bin Haji Sufat
SECRETARY
Sakinah bt. Abdul Kadir
(MAICSA 7000087)
AUDITORS
Peter Chong & Co. (AF 0165)
Chartered Accountants
51, Changkat Bukit Bintang
50200 Kuala Lumpur
Tel : 03-21454991
Fax: 03-21454825
PRINCIPAL BANKERS
Bumiputra-Commerce Bank Berhad
Hong Leong Bank Berhad
Malayan Banking Berhad
OCBC Bank (Malaysia) Berhad
Southern Bank Berhad
United Overseas Bank (Malaysia) Berhad
REGISTERED OFFICE
8-10 Lorong Nagasari 26
Taman Nagasari
13600 Perai
Penang
Tel : 04-3984240
Fax: 04-3983523
PRINCIPAL PLACE OF BUSINESS
15, Jalan Tandang
46050 Petaling Jaya
Selangor Darul Ehsan
Tel : 03-77815000
Fax: 03-77826620
6
SHARE REGISTRAR
Plantation Agencies Sdn. Bhd.
Standard Chartered Bank Chambers
Lebuh Pantai
10300 Penang
Tel : 04-2625333
Fax: 04-2622018
STOCK EXCHANGE LISTING
Second Board of the Kuala Lumpur Stock Exchange
TAN SRI DATUK ABDUL AZIZ BIN ISMAIL Chairman
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail, a Malaysian, aged 61, was appointed an Independent Non-Executive
Director and Chairman of Amtek Holdings Berhad on 6 October 2000. He graduated with a Bachelor of Arts (Honours)
degree from the University of Malaya and a holder of Master of Public Administration degree from University of Southern
California, United States of America. He held various positions in the Government which include being the Assistant
Secretary of Ministry of Youth and Sports, the Service Training and Development Director at Malaysian Agricultural
Research and Development Institute, the Deputy Secretary at Cabinet Division of Prime Minister’s Department, the
Deputy Principal Private Secretary to the Prime Minister and the Principal Private Secretary to the Prime Minister (from
1983 to 1997). He was reappointed as the Principal Private Secretary to the Prime Minister on contract until 31 May
2000.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Particulars
Y. Bhg. Tan Sri Datuk Abdul Aziz is also the Chairman of Sitt Tatt Bhd and a Director of Halim Mazmin Berhad. He is also
the Chairman of Naza Kia Sdn. Bhd., Jebco Sdn. Bhd., Macorp Sdn. Bhd. and Megah Rasa Sdn. Bhd.
Y. Bhg. Tan Sri Datuk Abdul Aziz is also the Chairman of the Remuneration Committee, Nomination Committee and
Executives’ Share Option Scheme Committee of the Company. He is also a member of the Audit Committee.
Y. Bhg. Tan Sri Datuk Abdul Aziz does not have any family relationships with any other Directors and/or major shareholders
of the Company and has no conflict of interest with the Company. He has had no convictions for offences within the past
ten years.
Y. Bhg. Tan Sri Datuk Abdul Aziz attended all four Board Meetings and two Special Board Meetings of the Company held
during the financial year ended June 2003.
DAVID LAI KIM HEAN Group Managing Director
Mr David Lai Kim Hean, a Malaysian, aged 62, was appointed to the Board of Amtek on 25 June 1998. He is the Group
Managing Director of the Company. He holds a Master of Science (MSc) degree in International Marketing from University
of Strathclyde, Scotland and attended overseas management courses in Ashridge Management College, United Kingdom
and Asian Institute of Management, Manila. He is currently the Executive Director of Central Industrial Corporation
Berhad and prior to his appointment, he was the Managing Director of Hagemeyer Marketing Services Sdn. Bhd.,
Malaysia from January 1992 until July 1996. He has considerable experience in marketing and general management and
is the past Chairman of Institute of Marketing Malaysia (IMM) and a member of the Malaysian Institute of Directors
(MID) and Malaysian Institute of Management (MIM).
Mr David Lai is also a Director of Arori (M) Sdn. Bhd. whose main activity is trading in office equipment. He also serves
on the Board of Directors of Central Industrial Corporation Berhad, Crocodile Sdn. Bhd., Spark Manshop Holdings Sdn.
Bhd., Spark Manshop Sdn. Bhd., Perancang Gemilang Sdn. Bhd., Louis Remarque Sdn. Bhd., Li Tat Manufacturing Sdn.
Bhd., Management Support Consultant Sdn. Bhd., Airtronic Duty Free Sdn. Bhd., Pikye Holdings Sdn. Bhd., Adler
Business Machines Sdn. Bhd., CIC Marketing Sdn. Bhd. and Kart Food Industries Sdn. Bhd. He is also a member of
Amtek’s Audit Committee.
Mr David Lai does not have any family relationship with any other Directors and/or major shareholders of the Company
and has no conflict of interest with the Company. He has no convictions for offences within the past ten years.
Mr David Lai attended all four Board Meetings and two Special Board Meetings of the Company held during the financial
year ended June 2003.
7
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Particulars
DATO’ NOOR AHMAD MOKHTAR BIN HANIFF Director
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff, a Malaysian, aged 64, was appointed a Director on 19 November 1997.
He is an Independent Non-Executive Director of Amtek. Presently, he sits on the board of several companies listed on
the KLSE, namely, Eurospan Holdings Berhad, Globetronics Technologies Bhd and Yikon Corporation Bhd. He is also the
Chairman of the Audit Committee of two of those companies.
He was the General Manager of the Penang Development Corporation (PDC) until 1997 when he retired from service. He
started in the PDC in 1972 as the first Director of the Free Trade Zones which he helped plan, develop and administer.
Y. Bhg. Dato’ Noor Ahmad Mokhtar received a Bachelor of Arts (Honours) degree in Economics from the University of
Malaya in 1964 and a year later, a post graduate Diploma in Education from the same university. He also obtained a
Certificate in Top Management from the Asian Institute of Management in Manila in 1977.
Y. Bhg. Dato’ Noor Ahmad Mokhtar is the Chairman of the Audit Committee and member of Remuneration Committee of Amtek.
Y. Bhg. Dato’ Noor Ahmad Mokhtar does not have any family relationship with any other Directors and/or major shareholders
of the Company and has no conflict of interest with the Company. He has had no convictions for offences within the past
ten years.
Y. Bhg. Dato’ Noor Ahmad Mokhtar attended all four Board Meetings and two Special Board Meetings of the Company
held during the financial year ended June 2003.
SYED AZMIN BIN SYED NOR Director
Tuan Syed Azmin bin Syed Nor, a Malaysian, aged 39, has been a Director of Amtek since 15 August 1987. He is an Executive
Director and also the member of Nomination Committee and Executives’ Share Option Scheme Committee of Amtek. He
graduated with a Bachelor of Science, majoring in Business Management from University of Berkeley, United States of America.
Upon his graduation in 1984, he was involved in several private business ventures which included trading in commodities such
as sugar, rice and palm oil. Apart from this, he was also involved in housing development, manufacturing and international
trading. He was also a key management personnel in establishing Alor Setar Securities Sdn. Bhd., the only stockbroking firm
in Kedah from 1987 to 1988.
8
In 1990, Tuan Syed Azmin operated his own private company, World Network Sdn. Bhd., a company involved in the trading of
timber and rubber products. In 1993, he joined Timber Master Industries Berhad, a company listed on the Second Board of the
KLSE and he was later appointed as Executive Director in 1994, responsible in corporate affairs and business development, a
position he held until 1996. Subsequently, he was appointed as Executive Director of CN Asia Corporation Berhad in 1997
responsible for corporate affairs and business development. In 1999, Syed Azmin incorporated Commerce Dot Com Sdn. Bhd.,
an IT company undertaking Government Electronic Project, the largest E-Commerce project in Malaysia of which he is the
Founder/Director. In 2002, he was appointed as Independent Non-Executive Director of Engtex Group Berhad.
He sits on the board of several private limited companies namely Chip Ngai Engineering Sdn. Bhd., Amtek International
Sdn. Bhd., Amtek International Ltd., Bukhary Land Sdn. Bhd., E-Niaga Sdn. Bhd., Frazer-Nash Microelectronic (Malaysia)
Sdn. Bhd., Golden Perspective Sdn. Bhd., Puncak Semangat Sdn. Bhd., SKS Ventures Sdn. Bhd., Mahkota Technologies Sdn.
Bhd., Islamic Research Centre Sdn. Bhd., KHSB Marketing Sdn. Bhd., Bateel Asia Sdn. Bhd. and Bakti Udara Sdn. Bhd.
Tuan Syed Azmin is also a director of Megaplace Sdn. Bhd., the substantial shareholder of the Company. He does not
have any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of
interest with the Company. He has had no convictions for offences within the past ten years.
Tuan Syed Azmin attended three out of four Board Meetings and two Special Board Meetings of the Company held during
the financial year ended June 2003. He had extended his apologies for not attending one of the Board Meeting.
MOHD QARI BIN AHMAD Director
Encik Mohd Qari bin Ahmad, a Malaysian, aged 49, was appointed to the Board on 9 December 1996. He is an Executive
Director of the Company as well as Director of several subsidiaries. He is involved in the corporate development plans of
the Group. He obtained his Master of Business Administration Degree (MBA) from the University of Aston in Birmingham,
United Kingdom in 1983. He is also a Fellow of the Institute of Chartered Secretaries and Administrators (ICSA), United
Kingdom. He joined Affin Merchant Bank Berhad (formerly known as Perwira Affin Merchant Bank Berhad) in 1983 as an
Officer/Executive in the Corporate Finance and Advisory Division and rose to the position of General Manager of the
Division in 1993. As General Manager, he represented the merchant bank as a council member in the Association of
Merchant Banks Malaysia (AMBM), a member of the Corporate Finance Sub-Committee of AMBM and an alternate director
on the Board of Malaysian Issuing House Sdn Bhd.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Particulars
Before joining the said merchant bank, he spent 4 years in the company secretarial profession. He left the merchant
bank in August 1996 to set up his own corporate advisory and consultancy business. He was the Managing Director of
Damansara Realty Berhad from 1 September 1998 to 30 September 2003, a Director of Long Huat Group Berhad since 18
August 1999 and Executive Director of Lii Hen Industries Bhd since 30 December 1999. He previously sat on the Board
of The Store Corporation Bhd. All the companies are listed on the KLSE.
He presently sits as a member to the Investigating Tribunal and Disciplinary Committee Panel of the Advocates and
Solicitors’ Disciplinary Board of Bar Council, Malaysia.
Encik Mohd Qari does not have any family relationship with any other Directors and/or major shareholders of the
Company and has no conflict of interest with the Company. He has no convictions for offences within the past ten years.
Encik Mohd Qari attended three out of four Board Meetings and two Special Board Meetings of the Company held during
the financial year ended June 2003. He could not attend one of the Board Meeting because he was on Hajj.
BAHAR BIN AHMAD Director
Encik Bahar bin Ahmad, a Malaysian, aged 54, was appointed to the Board on 25 June 1998. He is an Executive Director
of the Company. He has held various positions in the Government, including Assistant Director of International Trade
Division of Ministry of Trade and Industry (from 1973 to 1977), Assistant Trade Commissioner of the Malaysian Trade
Office in New York, United States of America (from 1977 to 1979), Trade Commissioner of the Malaysian Trade Office,
Manila, Philippines (from 1979 to 1981), Trade Commissioner of the Malaysian Trade Commission in London, United
Kingdom (from 1981 to 1986), Principal Assistant Director of the International Trade Division, Ministry of International
Trade and Industry (from 1986 to 1991) and Senior Trade Commissioner of the Malaysian Trade Commission, London,
United Kingdom (from 1991 to 1996). He was also appointed as a Director of Fiamma Holdings Berhad, company listed
on the KLSE on 14 April 1997.
Currently, he also serves on the Board of Directors of Islamic Research Centre Sdn. Bhd., Amtek Garment Sdn. Bhd.,
Amtek International Sdn. Bhd., Amtek International Ltd., Frazer-Nash Microelectronics (Malaysia) Sdn. Bhd., Damai
Akrab Sdn. Bhd., Impian Mulia Sdn. Bhd., Magnificent Era Sdn. Bhd. and Malaysian Textile Manufacturers Association
(MTMA).
Encik Bahar bin Ahmad does not have any family relationship with any other Directors and/or major shareholders of the
Company and has no conflict of interest with the Company. He has had no convictions for offences within the past ten
years.
Encik Bahar bin Ahmad attended all four Board Meetings and two Special Board Meetings of the Company held during
the financial year ended June 2003.
9
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Particulars
KHALID BIN HAJI SUFAT, CA(M), CPA(M), FCCA Director
Encik Khalid bin Haji Sufat, Malaysian, aged 48, an accountant by profession was appointed to the Board of Amtek on
26 February 2002. He is an Independent Non-Executive Director of Amtek. He is a fellow member of the Chartered
Association of Certified Accountant (ACCA, UK), and also a member of both the Malaysian Institute of Certified Public
Accountants (MICPA) and the Malaysian Institute of Accountants (MIA).
Encik Khalid bin Haji Sufat has more than 16 years experience in the Malaysian Banking industry. He served as the
Managing Director of Bank Rakyat from 1998 to 2000. Prior to that, he was the Executive Director of United Merchant
Finance Berhad from 1995 to 1998. He was also with the Maybank Group for more than 10 years, his last position being
the General Manager, Consumer Banking of Maybank in 1994.
He also sits on the boards of two (2) other listed companies, namely, Bina Puri Holdings Berhad and Furqan Business
Organisations Berhad.
Encik Khalid bin Haji Sufat is a member of the Audit Committee, Remuneration Committee, Nomination Committee and
Executives’ Share Option Scheme Committee.
Encik Khalid bin Haji Sufat does not have any family relationship with any other Directors and/or major shareholders of
the Company and has no conflict of interest with the Company. He has had no convictions for offences within the past
ten years.
Encik Khalid bin Haji Sufat attended all four Board Meetings and two Special Board Meetings of the Company held during
the financial year ended June 2003.
10
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff
-
Chairman, Independent Non-Executive Director
Y. Bhg. Tan Sri Abdul Aziz bin Ismail
-
Independent Non-Executive Director
Mr David Lai Kim Hean
-
Group Managing Director
Encik Khalid bin Haji Sufat
-
Independent Non-Executive Director
Constitution
The Audit Committee was formed by the Board of Directors on 30 December 1997.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Audit Committee
Composition
The Audit Committee is appointed by the Board of Directors from amongst their members and shall comprise of not less
than three (3) members of whom a majority shall be independent non-executive Directors of the Company. The members
of the Audit Committee shall elect a Chairman from among their number who is not an Executive Director or employee
of the company or any related corporation. The Chairman is subject to endorsement by the Board of Directors.
If a member of the Audit 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 three (3), the Board of Directors shall, within three (3) months of that event,
appoint such number of new members as may be required to make up the minimum number of three (3) members.
Terms of Reference
The Audit Committee will have explicit authority to investigate any activities of the Company within its terms of
reference. All employees shall be directed to co-operate with any requests made by the Committee. The Committee shall
be empowered to retain persons having special competence necessary to assist the Committee in fulfilling its
responsibilities. The Committee shall also have the required resources to carry out its duties and also complete and
unrestricted access to any information of the Company. It shall be able to convene meetings with external auditors,
excluding the attendance of the executive members of the Committee, and also obtain independent professional advice.
The primary objectives of the Audit Committee are:
i.
To provide assistance to the Board in fulfilling its fiduciary responsibilities with emphasis on best practices,
policies and procedures and financial management and control, and Corporate Governance.
ii.
To provide guidance and scope to the audit function by increasing the objectivity and independence of external
and internal auditors, and providing a forum for discussion that is independent of the Management.
iii.
To maintain a direct line of communication between the Board with the internal and external auditors and the
Management.
iv.
To review external auditors’ Management Letter and Management’s response.
The Board of Directors shall review the term of office and performance of the Audit Committee and each of its members
at least once every three years to ensure the Audit Committee and its members have carried out its duties in accordance
with the terms of reference.
11
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Audit Committee
Functions and Duties
The duties of the Audit Committee include:
a.
reviewing the quarterly announcements to the Kuala Lumpur Stock Exchange and / or reports before submission to
the Board, focusing particularly on:
i)
changes in accounting standards, policies and practices.
ii) compliance with regulatory requirements.
iii) significant adjustments resulting from the audit.
b.
reviewing the scope and results of the internal audit procedures;
c.
monitoring and reviewing the effectiveness of internal control systems, and in particular the external auditors’
Management letter and Management’s response;
d.
reviewing the assistance given by the Company’s Officers to the auditors;
e.
reviewing with the auditors:
i)
The audit plan.
ii) The evaluation of the system of internal accounting system.
iii) The audit report on the financial statements;
and together with such other functions as may be agreed to by the Audit Committee and the Board.
Summary of Activities
For the financial year in review, the Audit Committee met for four (4) meetings and all Members of the Committee were
present. The external auditors were also invited to attend all four of these meetings. The activities of the Committee are
summarised below:a.
b.
c.
d.
12
reviewed and approved the unaudited quarterly financial results for each quarter of the Company
reviewed, commented and approved the Internal Audit Plan presented by the Consultant
reviewed Group internal policies with further improvisations to be made in the coming financial year
reviewed and agreed to the acquisitions of assets, businesses and subsidiaries as recommended by Management
Details of the Attendance of the Audit Committee Members
Attendance
Total number of meetings
Number of meetings attended
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff
(Chairman, Independent Non-Executive Director)
4
4
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
(Independent Non-Executive Director)
4
4
Mr David Lai Kim Hean
(Group Managing Director)
4
4
Encik Khalid bin Haji Sufat
(Independent Non-Executive Director)
4
4
Date, Time and Place of the Meeting
Date
Time
Place
Wednesday,
24 August 2002
11.05 a.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara, Jalan Puncak
Off Lorong P. Ramlee, 50250 Kuala Lumpur
Tuesday,
22 October 2002
9.55 a.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara, Jalan Puncak
Off Lorong P. Ramlee, 50250 Kuala Lumpur
Wednesday,
26 February 2003
2.00 p.m.
Board Room Amtek Holdings Berhad
6th Floor Wisma Nusantara, Jalan Puncak
Off Lorong P. Ramlee, 50250 Kuala Lumpur
Thursday,
22 May 2003
2.00 p.m.
Board Room First Floor
Wisma Hagemeyer, 15 Jalan Tandang
46050 Petaling Jaya
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Audit Committee
Notice of Meeting and Attendance
The agenda for the Audit Committee meetings shall be circulated before each meeting to the members of the Committee.
The Committee may require the external auditors and any official of the Company to attend any of its meetings as it
determines. The external auditors shall have the right to appear and be heard at any meeting of the Audit Committee
and shall appear before the Committee when required to do so by the Committee.
The Company Secretary of the Company shall be the Secretary of the Committee, and the Secretary shall circulate the
minutes of the Audit Committee to all the members of the Board of Directors.
The quorum for a meeting shall be two (2) independent members.
Internal Audit Function
The Group has outsourced its Internal Audit function for the financial year in review. The appointed consultant shall
offer professional advice and assistance in the areas of Corporate Governance, Risk Management and Internal Audit.
The Consultant shall develop a Strategic Internal Audit Plan and execute internal audit services. He shall also conduct
Corporate Governance Gap Analysis and assist in the formulation of an effective Risk Management, Corporate Governance
and Internal Control Framework with Management.
For the financial year in review, the Consultant has conducted an Enhancement Training On Risk Management on the
entire Group’s subsidiaries. The Consultant has also engaged in an internal audit review on all subsidiaries encompassing
internal controls, policies and procedures and risk management.
13
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Chairman’s Statement
On behalf of the Board of Directors, it is my pleasure to
present the Annual Report and financial results of the
Group for the year ended 30th June 2003.
>>> Financial Review
Turnover for the Group for the financial year ended 30th
June 2003 was RM90.8 million as compared to the
previous financial year of RM66.9 million. The Group
recorded an operational loss of RM9.2 million as compared
against an operational profit of RM2.3 million the previous
financial year. The operational loss included significant
provisions of bad debts and write offs of obsolete and
damaged stocks and corporate expenses incurred for the
aborted acquisition of two groups of garment related
companies.
>>> Review of Operations
The Group is currently involved in the manufacture and
retail of garments, manufacture and distribution of frozen
food as well as the distribution of home appliances and
household products.
14
The garment industry has been stricken with eroding
margins and escalating costs. Imports from cheaper
producing countries such as China, Vietnam and Myanmar
has forced local manufacturers to stave off shrinking
margins with cost cutting measures, relocations, lay-offs
and even in many instances abandoning the business
altogether.
well as Singapore, Brunei and Philippines in the AsiaPacific region, and of late, has made in-roads into the
United States.
>>> Corporate Developments
During the final quarter of the financial year under review,
the Company acquired the businesses of Hagemeyer
(Malaysia) Sdn Bhd and Hagemeyer Singapore Pte Ltd
which includes retailing of home appliances and
houseware products such as air-conditioners, plastic
storage products, glass wares, and small electrical
appliances viz ovens, microwave ovens, toasters and hair
dryers. These products are distributed by its wholly owned
subsidiaries Amtek Marketing Services Sdn Bhd and Amtek
Distributors Sdn Bhd for the Malaysian market and Amtek
Marketing Services Ptd Ltd for the Singapore and overseas
market. Brand names include Fujitsu, Cornell, Rubber Maid
and Babyliss. Consequently, ‘Cornell’, a registered trade
mark for small home appliances, is now owned by the
Company. The acquisition of these businesses had little
impact on the current year’s financial results.
The Group’s garment business which involves the
manufacturing, washing and chemical treating and
retailing of jeans wear recorded losses for the financial
year under review. These losses included the writing off
of bad debts and stock obsolescence.
The proposed acquisition of the entire issued and paid
up capital of Spark Manshop Holdings Sdn Bhd and 51%
of the issued and paid up capital of Crocodile Sdn Bhd
(‘Proposed Acquisitions’) were aborted by the Company.
The proposed acquisition of Spark Manshop Holdings Sdn
Bhd was terminated on 18 October 2002 by way of a
Revocation Agreement while the proposed acquisition
of Crocodile Sdn Bhd was aborted on 01 August 2003 as
the conditions for the Share Sale Agreement were not
met upon the dateline for its completion.
The manufacture and distribution of frozen food by the
Company’s subsidiary, Kart Food Industries Sdn Bhd,
located at Shah Alam, contributed positively to the
performance and earnings of the Group, for the financial
year under review. Kart Food Industries Sdn Bhd is among
the leaders in the frozen ‘ready to serve’ food industry,
with clients local and abroad. Currently Kart Food has
international clients in the United Kingdom, France as
The Company, via its wholly owned subsidiary Amtek
Realty Sdn Bhd, had on 30 April 2003 entered into a
Sale & Purchase agreement to acquire a seven and a half
storey building inclusive of a basement car park and
warehouse. This acquisition would enable the Group to
have the immediate effect of operating under a
centralized operational environment leading to economies
of scale and cost savings. The acquisition would be part
funded by internally generated funds and bank borrowings
and has no material effect on the earnings per share of
the company. This acquisition is expected to be completed
by year end.
The Executives’ Share Option Scheme of The Company
was implemented in July 2003. This scheme is to reward
eligible employees and executive directors of the Company
as well as to accord them the opportunity to participate
in the growth of the Company.
The Board had on 31 October 2003 announced a Proposed
Bonus Issue entailing the issuance of 9,999,750 new
ordinary shares of RM1.00 each to the shareholders of
the Company on the basis of one new ordinary share of
RM1.00 each for every four existing ordinary shares held.
The Proposed Bonus Issue would enable the Company to
comply with the minimum issued and paid up capital
requirement of the Kuala Lumpur Stock Exchange as well
as to reward the existing shareholders of the Company
and also to enhance the marketability and liquidity of
the Company’s shares. The Proposed Bonus Issue is
conditional upon shareholders’ approval to be sought at
an Emergency General Meeting to be convened in due
course.
The unutilised portion raised from the rights and public
issues of the Company’s listing exercise amounting to
RM3,149,000.00 which is restricted for specific purposes,
is currently placed in fixed deposit pending the
implementation of the Proposed Acquisitions. As at the
date of this report following the termination of the
Proposed Acquisitions, this amount has not been utilized
and remains in the fixed deposit.
process. In the pipeline are also plans to produce new
extension products, over and above its existing jeans
wear and cotton pants range.
The other existing businesses are progressing well, with
the manufacturing and retail of safety shoes and lifestyle
shoes recording satisfactory results. For the next financial
year, it is expected to improve on its performance.
On a positive note, the Group is also aligning itself for
new and complementary businesses. These include
potential additions and extensions to the existing
manufacture and retail of frozen food products as well as
new lines in the lifestyle, home appliances and households
segment. These new businesses are expected to contribute
positively to Group results, barring any unforeseen
circumstances.
Plans for better utilization of Group funds and assets
has been drawn up and implemented. This includes
emphasis on the Group’s stocks and debtors as well as
its usage of its properties and assets to ensure better
returns.
The Board does not recommend any dividends for the
year ended 30th June 2003.
On behalf of the Board, I am pleased to express our
appreciation to all our business associates and customers
for their support and confidence shown.
To my fellow Directors, Management and staff, my sincere
appreciation for their valued commitment and
contribution to the Group.
>>> Prospects for the Coming Financial Year
In view of the tight margins and intense competition in
the garment industry, the Group is undertaking an internal
restructuring exercise in respect of its garment businesses
and has embarked on various strategies to improve
efficiency and cost effectiveness in the manufacturing
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Chairman’s Statement
Tan Sri Datuk Abdul Aziz Bin Ismail
Chairman
5 November 2003
15
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Corporate Governance
The Board of Directors recognizes their responsibility for good corporate governance. The Board and Management are
committed to ensure the highest standards of corporate governance is observed with the ultimate objective of enhancing
shareholders’ value.
The Group is currently moving towards full compliance of Principles and adoption of Best Practices as recommended in
The Malaysian Code of Corporate Governance. Set out below is a statement on the manner the Group has applied the
Principles of the Code.
DIRECTORS
The Board
The Board currently has seven (7) members comprising of three (3) Independent Non-Executive Directors and four (4)
Executive Directors. Together, the Board has a balanced composition of Executive and Non-Executive Directors so that
no individual or small group of individuals can dominate the Board’s decision making.
The profiles of the Directors are set out in pages 7 to 10 of this Annual Report.
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail is the Chairman of the Board while Mr David Lai Kim Hean is the Group
Managing Director. There is a clear division of responsibility between these two roles.
More than one-third of the Board comprises of Non-Executive Directors. The Company recognizes the contribution of
Non-Executive Directors to the development of the Company’s strategies, the importance of representing the interest of
public shareholders and providing a balanced and independent view to the Board. All Non-Executive Directors are
independent of management and free from any relationship which could interfere with their independent judgment.
Board Meetings
Six (6) Board Meetings were held during the financial year from 1 July 2002 till 30 June 2003. Details of attendance of
Directors at the Board Meetings are as follows:-
16
Name
Attendance
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
6/6 meetings
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff
6/6 meetings
Mr David Lai Kim Hean
6/6 meetings
Tuan Syed Azmin bin Syed Nor
5/6 meetings
Encik Mohd Qari bin Ahmad
5/6 meetings
Encik Bahar bin Ahmad
6/6 meetings
Encik Khalid bin Haji Sufat
6/6 meetings
Board Responsibilities
The Board retains full and effective control of the Company. This includes responsibility for determining the Company’s
overall strategic direction as well as, development and control of the Group. Key matters, such as approval of annual and
interim results, acquisitions and disposals, as well as material agreement, major capital expenditures, budgets, and long
range plans are approved for the Board.
DIRECTORS (Cont’d)
Board Responsibilities (Cont’d)
The Board has regularly scheduled meetings, at least four (4) times a year. Special Board meeting for particular matters
such as mergers, major acquisitions or disposals are held as necessary. For the financial year ended 30 June 2003, the
Board held four (4) meetings and two (2) Special Board Meetings. At each regularly scheduled meeting, there is a full
financial and business review and discussion, including updating of the performance to date against the annual budget
and financial plan previously approved by the Board for the year.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Corporate Governance
Appointments to the Board Committees
The Board has delegated specific responsibilities to four (4) Board committees namely, Audit, Nomination, Executives’
Share Option Scheme (ESOS) and Remuneration Committees. The Committees are authorized to examine particular issues
and report back to the Board with their recommendation. The ultimate responsibility for the final decision on all
matters, however, lies with the entire Board. The four principal Board Committees are:
1.
Audit Committee
Refer to the Report of the Audit Committee on pages 11 to 13.
2.
Nomination Committee
In compliance with the Listing Requirements, a Nomination Committee has been established by the Board since
26 February 2002. The Committee comprises two Independent Non-Executive Directors and one Executive Director.
The members are:
Chairman
:
Members
:
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
(Independent Non-Executive Director)
Encik Khalid bin Haji Sufat
(Independent Non-Executive Director)
Tuan Syed Azmin bin Syed Nor
(Executive Director)
The Committee’s key functions are to nominate and recommend candidates for director to the Board, to consider
candidates for directorship proposed by the directors or shareholders and recommends membership of Board
Committees. Its other responsibilities include the review of the structure, size and composition of the Board,
including the ongoing effectiveness of the Board as a whole and the committees of the Board, and the contributions
of each director towards the effective functioning of the Board.
3.
ESOS Committee
The ESOS Committee was established by the Board on 24 June 2003 and comprises two (2) Independent NonExecutive Directors and one (1) Executive Director. The members are:
Chairman
:
Members
:
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
(Independent Non-Executive Director)
Encik Khalid bin Haji Sufat
(Independent Non-Executive Director)
Tuan Syed Azmin bin Syed Nor
(Executive Director)
17
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Corporate Governance
DIRECTORS (Cont’d)
3.
ESOS Committee (Cont’d)
The ESOS Committee shall be vested with such powers and duties as are conferred upon it by the Bye-Laws
including the powers:
a)
b)
c)
d)
4.
to administer the ESOS and to grant Options in accordance with the Bye-Laws;
to recommend to the Board to establish, amend and revoke Bye-Laws, rules and regulations to facilitate the
implementation of the Scheme;
to construe and interpret the provisions hereof in the best interest of the Company; and
generally, to exercise such powers and perform such acts as are deemed necessary or expedient to promote
the best interest of the Company.
Remuneration Committee
In compliance with the Listing Requirements, the Board has established a Remuneration Committee since 26 February
2002, comprising three Independent Non-Executive Directors. The Committee’s primary responsibility is to recommend
to the Board, the remuneration of director (executive and non-executive) in all its forms, drawing from outside advice
if necessary. Nevertheless, the determination of remuneration packages of Directors is a matter for the Board as
whole and individuals are required to abstain from discussion of their own remuneration. The members are:
Chairman
:
Members
:
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
(Independent Non-Executive Director)
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff
(Independent Non-Executive Director)
Encik Khalid bin Haji Sufat
(Independent Non-Executive Director)
The details of the remuneration for the directors of the Company for the financial year ended 30 June 2003 is
presented in the Notes to the Financial Statement at pages 61 to 63.
Supply of Information
18
Each Board member receives regular reports, including a comprehensive review and analysis of the Group’s performance.
Prior to each Board meeting, directors are sent an agenda and full set of Board papers for each agenda item to be
discussed at the meeting. This is issued in sufficient time to enable the directors to obtain further explanations, where
necessary, in order to be briefed properly before the meeting.
Guidelines are in place concerning the content, presentation and delivery of papers to the Board for each Board
meeting, so that the directors have enough information to be properly briefed. Directors have access to all information
within the Company whether as full board or in their individual capacity, in furtherance of their duties.
The directors also have direct access to the advice and the services of the Group’s Company Secretary who is responsible
for ensuring the Board procedures are followed.
Appointment of the Board
There is a formal and transparent procedure for the appointment of new Directors to the Board, with the Nomination
Committee making recommendations to the Board. Please refer to page 17 for the details of the Nomination Committee.
Following the appointment of new Directors to the Board, the Nomination Committee will ensure that an induction
programme is arranged, to enable them to get a full understanding of the nature of the businesses, current issues within
the Group and the corporate strategies as well as the structure and management of the Group.
DIRECTORS (Cont’d)
Directors’ Training
All members of the Board have attended the Mandatory Accreditation Programme organized by the Research Institute of
Investment Analysts Malaysia. The Directors are encouraged to attend continuous education programmes and seminars
to keep abreast with development in the marketplace.
Re-election
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Corporate Governance
In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to
re-election by shareholders at the first Annual General Meeting after their appointment.
The Articles also provide that all Directors shall retire from office once in every three years but shall be eligible for
re-election. At each Annual General Meeting one third of the remaining Directors are to offer themselves for re-election.
In practice, over number of years, every Director has stood for re-election at least once every three years.
SHAREHOLDERS
Dialogue between the Company and Investors
The Board recognizes the importance of effective communication with its shareholders and investors. The information of
the Company is communicated through the following:(i)
(ii)
The Annual Report; and
The various disclosures and announcements made to KLSE including the Quarterly Results.
Annual General Meeting
The Annual General Meeting is the principal forum for dialogue with shareholders. The Notice of the Annual General
Meeting and annual reports are sent out to shareholders at least twenty-one (21) days before the date of the meeting.
Besides the usual agenda for the Annual General Meeting, the Board presents the progress and performance of the
business as contained in the annual report and provides opportunities for shareholders to raise questions pertaining to
the business activities of the Group. All Directors are available to provide responses to questions from the shareholders
during these meetings.
Additionally, a press conference is held immediately after the AGM whereby the Chairman advises members of the media
on the resolutions passed, and replies to queries on the affairs of the Group. The Group Managing Director and senior
management are also present at the press conference to clarify and explain any issues that may arise.
ACCOUNTABILITY AND AUDIT
Financial Report
The Board has a responsibility to present a true and fair assessment of the Group’s position and prospect in the quarterly
reports to KLSE and the annual report to the shareholders. The Audit Committee assists the Board in scrutinizing
information for disclosure to ensure accuracy, adequacy and completeness.
19
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Corporate Governance
ACCOUNTABILITY AND AUDIT (Cont’d)
Internal Control
Information on the Group’s Internal Control is presented in the Statement on Internal Control at page 21.
Relationship with the Auditors
The external auditors report to members of the Company on their findings which are included as part of the Company’s
financial reports with respect to each year’s audit on the statutory financial statements. In doing so, the Company has
established a transparent arrangement with the auditors to meet their professional requirements. From time to time, the
auditors highlight to the Audit Committee and Board of Directors on matters that require the Board’s attention. Annual
appointment or re-appointment of the external auditor is via shareholders’ resolution at the AGM on the recommendation
of the Board.
Directors’ Responsibilities in Respect of Audited Financial Statements
The Board of Directors under paragraph 15.27(a) of the Listing Requirements of the Kuala Lumpur Stock Exchange are
required to issue a statement explaining their responsibility in preparing the annual audited accounts.
Under the Companies Act 1965, the Directors are required to prepare financial statements for each financial year which
give a true and fair view of the state of affairs of the Group and of the financial year end and of the results and cash
flows of the Group and of the Company for the financial year then ended.
In preparing the financing statements of Amtek Holdings Berhad for the financial year ended 30th June 2003, the
directors have considered and followed the applicable approved Malaysian accounting standards, made judgements and
estimates that are prudent and reasonable and adopted appropriate accounting policies.
The Directors are also responsible in ensuring that the Company and the Group keep accounting records which disclose
with reasonable accuracy at any time the financial position of the Company and of the Group, and which enables them
to ensure the financial statements comply with the Companies Act, 1965. The Directors are also responsible for taking
such steps as are reasonably open to them to ensure the safeguarding of the assets of the Group and of the Company and
to prevent and detect fraud and other such irregularities.
Statement of Compliance with the Best Practices of the Code
20
The Company is committed to ensuring that the highest standards of corporate governance are practiced throughout the
Group as fundamental part of responsibilities to protect and enhance shareholders’ value and financial performance. To
this end, the Board fully supports the recommendations of the Malaysian Code of Corporate Governance.
OTHER INFORMATION
Material Contracts Awarded to Directors and Substantial Shareholders
None of the Directors and major shareholders has any material contract with the Company and/or its subsidiaries during
financial year under review.
Sanctions and/or Penalties Imposed
There were no sanctions and/or penalties imposed on the Company or its subsidiaries, directors or management by the
relevant regulatory bodies.
Pursuant to Paragraph 15.27 (b) of the Listing Requirements of Kuala Lumpur Stock Exchange.
It is the Board of Directors responsibility to safeguard the shareholders investment and the company’s asset by exercising
proper management and implementation of the sound system of internal control. The Board has delegated the responsibility
for providing oversight on reviewing the adequacy and integrity of the internal control system to the Audit Committee
(AC), therefore management has implemented internal control system to eliminate the risk of failure in achieving the
company’s objectives.
Accordingly these systems can provide only reasonable and not absolute assurance against material misstatement
or loss.
(i)
Control Environment
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement on Internal Control
The internal control mechanism is embedded in the various work processes and procedure at appropriate levels in
the Company. The Managing Director is accountable for ensuring the existence and effectiveness of internal
control and provides leadership and direction to senior management on the manner the Company controls, its
businesses, the state of internal control and its activities. In developing the internal control systems, consideration
is given to the overall control environment of the Company, assessment of financial and operational risks and an
effective monitoring mechanism.
(ii)
Information and Communication
While the Management has full responsibility in ensuring the effectiveness of internal control, which it establishes,
the Board of Directors has the authority to assess the state of internal control as it deems necessary. In doing so,
the Board has had the right to information and clarification from Management as well as to seek inputs from the
Audit Committee, external and internal auditors, and other experts at the expense of the Company.
(iii) Risk Management
Apart from the above, the Company has implemented a formalized risk management system to ensure that all high
impact risks are assessed and managed at various levels within the Company and its Group. Revision and improvement
to this system is performed continuously to mitigate and manage the identified risks in the operation of the business.
Additional Disclosures
1.
2.
3.
4.
5.
6.
7.
8.
There has been no share buy-backs or shares cancelled in the financial year.
There are no share options, warrants or convertible securities exercised in the financial year.
There are no American Depository Receipt or Global Depository Receipt programme sponsored by the Company.
There are no sanctions and / or penalties imposed on the Company and its subsidiaries, directors or management
by the relevant regulatory bodies.
The amount of non-audit fees paid to the external auditors for the financial year amounting to RM21,065 constitutes
tax fees received.
There is a negative deviation of more than 10% between the profit after tax and minority interest as stated in the
announced unaudited accounts against the audited accounts for the financial year ended 30 June 2003. This
negative deviation of 15.52% or RM1.174 million is due to additional write offs for professional fees relating to
the aborted acquisitions of Spark Manshop Holdings Sdn Bhd and Crocodile Sdn Bhd amounting to RM1.453
million, additional bad debts written off of RM97,000.00 and stocks write off and write down of RM175,000.00,
and positive adjustments to minority interests of RM27,000.00, taxation and deferred taxation of RM826,000.00
and other negative adjustments of RM302,000.00 effected accordingly upon completion of the audit.
There are no material contracts or loans of the Company and subsidiaries involving directors and substantial
shareholders either still subsisting or entered into since the end of the previous financial year.
The Company has no policy on the revaluation on landed properties for the financial year.
21
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Report
The Directors have pleasure in presenting their report and the audited financial statements of the Group and the
Company for the financial year ended 30 June 2003.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provisions of management services.
The principal activities of the subsidiary companies are as disclosed in Note 7 to the financial statements.
There have been no significant changes in the nature of these activities of the Company and of its subsidiary companies
during the financial year, other than the additional activities of marketing and distribution of electrical and other
merchandise arising from acquisition of subsidiary companies during the financial year.
FINANCIAL RESULTS
GROUP
RM
Net (loss)/profit for the financial year
(8,737,441)
COMPANY
RM
3,242,538
DIVIDENDS
No dividend has been paid, declared or proposed since the previous financial year. The Directors also do not recommend
any dividend payment in respect of the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year.
ISSUE OF SHARES AND DEBENTURES
During the financial year, the authorised share capital of the Company was increased from RM50,000,000 to RM100,000,000
by the creation of an additional 50,000,000 ordinary shares of RM1.00 each.
22
The Company has not issued any new shares or debentures during the financial year.
SHARE OPTIONS
The Company’s Executives’ Share Option Scheme (‘ESOS’) is disclosed in Note 14 to the financial statements.
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the
Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares
of the Company. As at the end of the financial year, there were no unissued shares of the Company under options.
DIRECTORS IN OFFICE
The following Directors served on the Board of the Company since the date of the last report:
Tan Sri Datuk Abdul Aziz bin Ismail
David Lai Kim Hean
Dato’ Noor Ahmad Mokhtar bin Haniff
Syed Azmin bin Syed Nor
Mohd. Qari bin Ahmad
Bahar bin Ahmad
Khalid bin Haji Sufat
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Report
In accordance with the Company’s Articles of Association, Tan Sri Datuk Abdul Aziz bin Ismail and Encik Bahar bin
Ahmad retire by rotation, and being eligible, offer themselves for re-election.
DIRECTORS’ INTEREST
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 related companies were as follows:NUMBER OF ORDINARY SHARES OF RM1.00 EACH
Balance at
Balance at
1.7.2002
Bought
Sold
30.6.2003
Direct interest in shares of the Company
Dato’ Noor Ahmad Mokhtar bin Haniff
Syed Azmin bin Syed Nor
Mohd. Qari bin Ahmad
10,000
10,000
10,000
–
–
–
–
–
–
10,000
10,000
10,000
7,907,000
–
–
7,907,000
Indirect interest by virtue of shares
held by Megaplace Sdn. Bhd. in which
Director is interested
Syed Azmin bin Syed Nor
23
Indirect interest by virtue of shares
held by Suriani binti Abdul Aziz
Tan Sri Datuk Abdul Aziz bin Ismail
300,000
–
–
300,000
1
1
–
–
1
1
–
–
Direct interest in shares of subsidiary company
Amtek International Ltd.
Syed Azmin bin Syed Nor
Bahar bin Ahmad
By virtue of his interest in shares of the Company, Tuan Syed Azmin bin Syed Nor is deemed to be interested in all
subsidiary companies to the extent the Company has an interest.
None of the other directors in office at the end of the financial year held or dealt in shares of the Company or its related
corporations during the financial year.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Report
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any
benefit (other than a benefit included in the aggregate amount of Directors’ remuneration received or due and receivable
by Directors shown in the Group’s and Company’s financial statements) by reason of a contract made by the Company or
a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the
Director has a substantial financial interest except for any benefits which may arise from related party transactions as
disclosed in Note 26 to the financial statements.
Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to
enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any
other body corporate.
OTHER STATUTORY INFORMATION
Before the income statements and balance sheets of the Group and the Company were made out, the Directors took
reasonable steps:
a)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
allowance for doubtful debts, and have satisfied themselves that all known bad debts had been written off and
that adequate allowance had been made for doubtful debts; and
b)
to ensure that any current assets which were unlikely to realise their book values in the ordinary course of
business have been written down to their estimated realisable values.
At the date of this report, the Directors are not aware of any circumstances:
24
a)
which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the
financial statements of the Group and the Company inadequate to any substantial extent; or
b)
which would render the values attributed to the current assets in the financial statements of the Group and the
Company misleading; or
c)
which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and the Company misleading or inappropriate; or
d)
not otherwise dealt with in this report or financial statements which would render any amount stated in the
financial statements of the Group and the Company misleading.
At the date of this report, there does not exist:
a)
any charge on the assets of the Group and the Company which has arisen since the end of the financial year to
secure the liability of any other person; or
b)
any contingent liability of the Group and the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the
ability of the Group and the Company to meet their obligations as and when they fall due.
OTHER STATUTORY INFORMATION (Cont’d)
In the opinion of the Directors,
a)
the results of the Group’s and the Company’s operations during the financial year have not been substantially
affected by any item, transaction or event of a material and unusual nature; and
b)
there has not arisen in the interval between the end of the financial year and the date of this report any item,
transaction or event of a material and unusual nature likely to affect substantially the results of operations of the
Group and the Company for the financial year in which this report is made.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Directors’ Report
AUDITORS
The auditors, Messrs. Peter Chong & Co., Chartered Accountants, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board in accordance with a resolution,
DAVID LAI KIM HEAN
MOHD. QARI BIN AHMAD
Kuala Lumpur
28 October 2003
25
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement by Directors
Pursuant to Section 169 (15) of the Companies Act, 1965
We, DAVID LAI KIM HEAN and MOHD. QARI BIN AHMAD, two of the Directors of AMTEK HOLDINGS BERHAD state that,
in the opinion of the Directors, the financial statements set out on pages 28 to 77 are drawn up in accordance with the
applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965, so as to give a
true and fair view of the state of affairs of the Group and the Company at 30 June 2003 and of the results and cash flow
of the Group and the Company for the financial year ended on that date.
Signed on behalf of the Board in accordance with a resolution,
DAVID LAI KIM HEAN
MOHD. QARI BIN AHMAD
Kuala Lumpur
28 October 2003
Statutory Declaration
Pursuant to Section 169 (16) of the Companies Act, 1965
I, ANDREW SIEW YAN MENG, being the Officer primarily responsible for the financial management of AMTEK HOLDINGS
BERHAD do solemnly and sincerely declare that, to the best of my knowledge and belief, the financial statements set
out on pages 28 to 77 are correct.
26
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 ANDREW SIEW YAN MENG
at KUALA LUMPUR in the FEDERAL TERRITORY
this 28th day of October 2003
Before me
MANMOHAN SINGH A/L CHANAN SINGH
W186
Commissioner for Oaths
)
)
)
)
ANDREW SIEW YAN MENG
TO THE MEMBERS OF AMTEK HOLDINGS BERHAD (Company No : 125863-K) (Incorporated in Malaysia)
We have audited the financial statements set out on pages 28 to 77 of AMTEK HOLDINGS BERHAD for the financial year
ended 30 June 2003. These financial statements are the responsibility of the Company’s Directors. Our responsibility is
to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we
plan and perform the audit to obtain all the information and explanations, which we consider necessary to provide us
with sufficient evidence to give reasonable assurance that the financial statements are free of material misstatement.
Our audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial
statements. Our audit also includes an assessment of the accounting principles used and significant estimates made by
the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements.
We believe our audit provides a reasonable basis for our opinion.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Report of the Auditors
In our opinion:
(a)
(b)
the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and
the applicable approved accounting standards in Malaysia so as to give a true and fair view of:
(i)
the state of affairs of the Group and of the Company as at 30 June 2003 and of the results and cash flow of
the Group and of the Company for the financial year ended on that date; and
(ii)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements
of the Group and of the Company.
the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the
Company and by its subsidiary companies for which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
We have considered the financial statements and the auditors’ report of the subsidiary companies of which we have not
acted as auditors, as indicated in Note 7 to the financial statements, being financial statements that have been included
in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the
Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of
the consolidated financial statements and we have received satisfactory information and explanations required by us for
those purposes.
The audit reports on the financial statements of the subsidiary companies were not subject to any qualification and did
not include any comment required to be made under section 174(3) of the Companies Act, 1965.
PETER CHONG & CO.
No. AF 0165
Chartered Accountants
PETER CHONG TON NEN
No. 394/3/04/J/PH
Partner of the Firm
Kuala Lumpur
28 October 2003
27
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Consolidated Balance Sheet
As at 30 June 2003
Note
2003
RM
2002
RM
PROPERTY, PLANT AND EQUIPMENT
INTANGIBLE ASSETS
INVESTMENT
4
5
6
27,106,593
9,204,772
30,850
27,923,271
9,750,930
30,850
CURRENT ASSETS
Inventories
Receivables
Tax asset
Deposits, cash and bank balances
8
9
10
11
21,233,651
68,942,443
3,020,860
5,578,808
16,316,135
63,846,236
2,019,996
5,251,751
98,775,762
87,434,118
22,321,834
17,175,965
300,378
8,422,683
12,534,669
195,134
39,798,177
21,152,486
58,977,585
66,281,632
95,319,800
103,986,683
14
15
39,999,000
49,314,860
39,999,000
58,196,425
13
16
17
89,313,860
1,874,670
1,784,321
42,645
2,304,304
98,195,425
1,949,977
675,838
760,952
2,404,491
95,319,800
103,986,683
CURRENT LIABILITIES
Payables
Borrowings
Tax liability
12
13
10
NET CURRENT ASSETS
FINANCED BY:
SHARE CAPITAL
RESERVES
28
SHAREHOLDERS’ FUNDS
MINORITY INTERESTS
BORROWINGS
DEFERRED TAXATION
NEGATIVE GOODWILL
The attached notes form an integral part of the financial statements.
For the financial year ended 30 June 2003
2003
RM
2002
RM
90,854,080
66,972,286
COST OF SALES
(73,393,463)
(50,464,275)
GROSS PROFIT
17,460,617
16,508,011
1,252,759
1,092,075
18,713,376
17,600,086
(9,203,493)
(5,386,774)
(17,352,159)
(8,939,967)
3,273,345
Note
REVENUE
18
OTHER OPERATING INCOME
SELLING AND DISTRIBUTION COSTS
ADMINISTRATION EXPENSES
(LOSS)/PROFIT FROM OPERATIONS
19
(7,842,276)
FINANCE COSTS
21
(1,385,467)
(LOSS)/PROFIT BEFORE TAXATION
TAXATION
(9,227,743)
10
(LOSS)/PROFIT AFTER TAXATION BUT
BEFORE MINORITY INTERESTS
415,006
(8,812,737)
MINORITY INTERESTS
75,296
NET (LOSS)/PROFIT FOR THE FINANCIAL YEAR
(LOSS)/EARNINGS PER SHARE (SEN)
22
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Consolidated Income Statement
(918,298)
2,355,047
(1,072,098)
1,282,949
(136,048)
(8,737,441)
1,146,901
(21.84)
2.87
29
The attached notes form an integral part of the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Consolidated Statement of Changes in Equity
For the financial year ended 30 June 2003
At 1 July 2001
Net (loss)/gain not recognised
in income statement
- Currency translation differences
- Profit contribution
Share
capital
RM
Share
premium
RM
Currency
translation
reserve
RM
Retained
profits
RM
Total
RM
39,999,000
19,129,850
–
33,635,961
92,764,811
–
–
–
–
(11,578)
–
–
4,295,291
(11,578)
4,295,291
4,283,713
Net profit for the financial year
–
–
–
1,146,901
Total recognised gains
5,430,614
At 30 June / 1 July 2002
39,999,000
19,129,850
(11,578)
39,078,153
Net loss not recognised in
income statement
- Currency translation differences
–
–
(144,124)
–
Net loss for the financial year
–
–
–
(8,737,441)
Total recognised losses
At 30 June 2003
1,146,901
98,195,425
(144,124)
(8,737,441)
(8,881,565)
39,999,000
19,129,850
(155,702)
30,340,712
30
The attached notes form an integral part of the financial statements.
89,313,860
For the financial year ended 30 June 2003
Note
2003
RM
2002
RM
CASH FLOW FROM OPERATING ACTIVITIES
(Loss)/profit before taxation
Adjustments for:
Allowance for specific doubtful debts
Amortisation of intangible assets
Amortisation of negative goodwill
Bad debts written back
Bad debts written off
Depreciation of property, plant and equipment
Dividend income
Loss on disposal of property, plant and equipment
Impairment loss on quoted investments
Inventories written off
Interest expenses
Interest income
Gain on disposal of property, plant and equipment
Loss on inventories
Property, plant and equipment written off
Shortfall of insurance claim for loss suffered
Operating profit before working capital changes
Inventories
Receivables
Payables
Cash used in operations
Income tax paid
Net cash used in operating activities
10
(9,227,743)
2,355,047
2,018,272
546,158
(100,187)
(12,000)
2,632,657
2,975,000
(340)
2,805
–
2,205,330
1,195,598
(137,506)
(50,671)
21,567
–
–
249,053
546,158
(100,187)
(38,000)
–
2,754,448
(340)
–
15,117
–
820,921
(135,261)
(240,361)
7,142
56,273
44,409
2,068,940
(7,144,413)
(14,030,427)
13,899,151
6,334,419
2,502,422
(6,650,728)
(6,120,711)
(5,206,749)
(1,198,921)
(3,934,598)
(2,306,835)
(6,405,670)
(6,241,433)
The above consolidated cash flow statement is to be read in conjunction with the notes to the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Consolidated Cash Flow Statement
31
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Consolidated Cash Flow Statement
For the financial year ended 30 June 2003
Note
2003
RM
2002
RM
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of shares from minority shareholders
Acquisition of subsidiary companies
Changes in fixed deposit
Dividend received
Interest received
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
(11)
–
–
340
137,506
346,765
(1,654,847)
(5)
746,849
846,526
340
135,261
725,215
(1,291,493)
(1,170,247)
1,162,693
4,295,291
1,500,000
4,863,244
(1,195,598)
(233,868)
(631,342)
–
500,000
1,487,780
(820,921)
(139,391)
(478,508)
Net cash generated from financing activities
8,597,727
548,960
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
Effect of exchange rate changes
1,021,810
(146,483)
(4,529,780)
(13,991)
875,327
(4,543,771)
23(b)
24
Net cash (used in)/generated from investing activities
CASH FLOW FROM FINANCING ACTIVITIES
Receipt of profit contribution
Drawdown of term loan
Changes to short term borrowings
Interest paid
Repayment of finance lease and hire purchase obligations
Repayment of term loans
32
9(ii)
CASH AND CASH EQUIVALENTS BROUGHT FORWARD
Effect of exchange rate changes
CASH AND CASH EQUIVALENTS CARRIED FORWARD
25
(2,437,751)
4,863
2,103,168
2,852
(2,432,888)
2,106,020
(1,557,561)
(2,437,751)
The above consolidated cash flow statement is to be read in conjunction with the notes to the financial statements.
As at 30 June 2003
Note
2003
RM
2002
RM
PROPERTY, PLANT AND EQUIPMENT
4
3,196,153
3,376,900
INVESTMENT
6
30,850
30,850
INVESTMENT IN SUBSIDIARY COMPANIES
7
9,602,429
5,564,990
9
10
11
64,070,381
1,206,573
3,153,510
64,516,630
875,645
3,152,706
68,430,464
68,544,981
8,963,333
859,152
6,814,372
2,508,476
9,822,485
9,322,848
58,607,979
59,222,133
71,437,411
68,194,873
CURRENT ASSETS
Receivables
Tax asset
Deposits, cash and bank balances
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Balance Sheet
CURRENT LIABILITIES
Payables
Borrowings
12
13
NET CURRENT ASSETS
FINANCED BY:
SHARE CAPITAL
14
39,999,000
39,999,000
RESERVES
15
31,438,411
28,195,873
71,437,411
68,194,873
SHAREHOLDERS’ FUNDS
The attached notes form an integral part of the financial statements.
33
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Income Statement
For the financial year ended 30 June 2003
2003
RM
2002
RM
9,967,415
2,429,499
COST OF SALES
–
–
GROSS PROFIT
9,967,415
2,429,499
(4,423,897)
(1,623,229)
Note
REVENUE
18
ADMINISTRATION EXPENSES
PROFIT FROM OPERATIONS
19
FINANCE COSTS
21
PROFIT BEFORE TAXATION
TAXATION
10
NET PROFIT FOR THE FINANCIAL YEAR
5,543,518
(298,480)
806,270
(183,994)
5,245,038
622,276
(2,002,500)
(254,570)
3,242,538
367,706
34
The attached notes form an integral part of the financial statements.
For the financial year ended 30 June 2003
Share
capital
RM
Share
premium
RM
Retained
profits
RM
Total
RM
39,999,000
19,129,850
4,403,026
63,531,876
Net gain not recognised in income statement
- Profit contribution
–
–
4,295,291
4,295,291
Net profit for the financial year
–
–
367,706
367,706
At 1 July 2001
Total recognised gains
4,662,997
At 30 June / 1 July 2002
Net profit for the financial year
At 30 June 2003
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statement of Changes in Equity
39,999,000
19,129,850
9,066,023
68,194,873
–
–
3,242,538
3,242,538
39,999,000
19,129,850
12,308,561
71,437,411
35
The attached notes form an integral part of the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Cash Flow Statement
For the financial year ended 30 June 2003
Note
2003
RM
2002
RM
5,245,038
622,276
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation
Adjustments for:
Impairment loss on investment in subsidiary companies
Impairment loss on quoted investment
Bad debts written off
Depreciation of property, plant and equipment
Dividend income
Interest expenses
Loss on disposal of property, plant and equipment
Interest income
1,049,574
–
97,572
179,164
(8,333,673)
297,927
1,582
(315,992)
–
15,117
–
180,298
(1,507,284)
183,343
–
(277,215)
Operating loss before working capital changes
Receivables
Payables
(1,778,808)
(3,946,614)
2,148,961
(783,465)
(4,282,785)
1,835,890
(3,576,461)
(2,333,428)
(3,230,360)
(422,039)
(5,909,889)
(3,652,399)
400
(5,086,994)
(11)
(8)
–
315,992
(399)
8,333,673
–
(500,000)
(5)
(1)
846,526
277,215
(239)
1,507,284
3,562,653
2,130,780
Cash used in operations
Income tax paid
10
Net cash used in operating activities
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment
Subscription of shares in subsidiary companies
Acquisition of shares from minority shareholders
Acquisition of subsidiary companies
Changes in fixed deposit
Interest received
Purchase of property, plant and equipment
Dividend received
36
23(b)
24
Net cash generated from investing activities
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid
Receipt of profit contribution
(297,927)
4,295,291
(183,343)
–
Net cash generated from/(used in) financing activities
3,997,364
(183,343)
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS
1,650,128
(1,704,962)
9(ii)
CASH AND CASH EQUIVALENTS BROUGHT FORWARD
CASH AND CASH EQUIVALENTS CARRIED FORWARD
(1,658,244)
25
(8,116)
46,718
(1,658,244)
The above cash flow statement is to be read in conjunction with the notes to the financial statements.
30 June 2003
1.
GENERAL INFORMATION
The principal activities of the Company are investment holding and provisions of management services.
The principal activities of the subsidiary companies are as disclosed in Note 7 to the financial statements.
There have been no significant changes in the nature of these activities of the Company and of its subsidiary
companies during the financial year, other than the additional activities of marketing and distribution of electrical
and other merchandise arising from acquisition of subsidiary companies during the financial year.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
The total number of employees of the Group and the Company at the end of the financial year were 736 (2002:
719) and 11 (2002: 11) respectively.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the
Second Board of the Kuala Lumpur Stock Exchange.
The address of the registered office of the Company is 8-10 Lorong Nagasari 26, Taman Nagasari, 13600 Perai,
Penang.
The principal place of business of the Company is at 15, Jalan Tandang, 46050 Petaling Jaya, Selangor Darul Ehsan.
The Board has authorised the issuance of the financial statements on 28 October 2003.
2.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s financial risk management objective is to ensure that there is adequate financial resources available
to meet its operating requirements and managing the associated risks effectively. The Group does not use derivative
financial instruments to hedge its risks and trade in financial instruments during the financial year.
The major risks arising from the Group’s financial instruments are credit risk, foreign currency risk, interest rate
risk, liquidity and cash flow risk. We set out below the policies and other measures taken to manage these risks:Credit risk
The Group is exposed to credit risk mainly from trade receivables. They are subject to continuous review.
37
Foreign currency risk
The Group’s foreign exchange risks comprise transaction risk which arises from day-to-day requirements to pay and
to receive in currencies other than the local currency, and structural foreign currency translation exposures arising
from investments in foreign subsidiary companies which are denominated in the currencies where they are domiciled.
The Group does not actively use foreign exchange derivative instrument as a means to hedge its transaction risk.
The risk is, by large, naturally hedged through matching, as far as possible, receipts and payments in each
individual currency. The pegging of Ringgit Malaysia to US Dollar by the Central Bank further reduces the transaction
risks as far as conversion needs between the two currencies are concerned.
Interest rate risk
The Group is exposed to interest rate risk mainly from its fixed deposits and borrowings. The Group mitigates the
exposure on interest rate fluctuation by borrowing at both fixed and floating rate of interest.
These notes form part of the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
2.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d)
Liquidity and cash flow risk
The Group practices prudent liquidity risk management by maintaining sufficient cash and committed credit
facilities for future use.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1 Basis of preparation
The financial statements of the Group and of the Company are prepared under the historical cost convention
unless otherwise indicated in this summary of significant accounting policies.
The financial statements comply with the applicable approved accounting standards in Malaysia and the
provisions of the Companies Act, 1965.
The preparation of financial statements, in conformity with the applicable approved accounting standards in
Malaysia and the provisions of the Companies Act 1965, requires the Directors to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those estimates.
3.2 Basis of consolidation
Subsidiary companies are those companies in which the Group has power to exercise control over the
financial and operating policies so as to obtain benefits from their activities.
Unless otherwise indicated, the Group is deemed to have power to exercise control over the financial and
operating policies of subsidiary companies if the Company owns, directly or indirectly through its subsidiary
companies, more than one half of the voting power of the subsidiary companies.
38
The consolidated financial statements include the financial statements of the Company and subsidiary
companies made up to the end of the financial year.
Financial statements of subsidiary companies are consolidated from the date on which the control is transferred
to the Group and ceased to be consolidated from the date that control ceases. Subsidiary companies are
consolidated using the acquisition method of accounting.
Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed
during the financial year are included from the date of acquisition up to the date of disposal. At the date of
acquisition, the fair values of the subsidiary companies’ net assets are determined and these values are
reflected in the consolidated financial statements. The difference between the acquisition cost and the fair
values of the subsidiary companies’ net assets is reflected as goodwill/negative goodwill on consolidation.
Minority interest is measured at the minorities’ share of the net results of operations and the net assets of
subsidiary company concerned.
These notes form part of the financial statements.
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.2 Basis of consolidation (Cont’d)
All inter-company transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated unless cost cannot be recovered. Where the accounting
policies adopted by a subsidiary company are inconsistent with the Group’s policies, the financial statements
of the subsidiary company have been restated to be in compliance with the Group’s policies.
3.3 Investment
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Investment in subsidiary companies and other non current investment are shown at cost and adjusted for
impairment where the diminution in value is not temporary. Impairment loss is recognised as an expense in
the period in which the diminution is identified.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is
charged or credited to the income statement.
3.4 Goodwill
i)
Goodwill/negative goodwill on consolidation
Goodwill/negative goodwill on consolidation represents the difference between the fair value of purchase
consideration of subsidiary companies acquired and the Group’s share of the fair values of their
separable net assets at the date of acquisition.
Goodwill on consolidation is reported in the balance sheet as an intangible asset or liability and is
amortised using the straight-line method over its estimated useful life or 25 years, whichever is shorter.
ii)
Purchased goodwill
Purchased goodwill represents the excess of the fair value of purchase consideration of business
acquired over the Group’s share of the fair values of their separable net assets at the date of acquisition.
Purchased goodwill is amortised using the straight-line method over its estimated useful life or 25
years, whichever is shorter.
The carrying amount of goodwill is reviewed annually and written down to account for impairment where
necessary.
3.5 Property, plant and equipment
All property, plant and equipment are stated at cost less any accumulated depreciation and accumulated
impairment losses. An item is recognised as property, plant and equipment when it is probable that future
economic benefits associated with the property, plant and equipment will flow to the Group.
These notes form part of the financial statements.
39
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.5 Property, plant and equipment (Cont’d)
Freehold land and capital work-in-progress are not depreciated. All other property, plant and equipment are
depreciated on a straight-line basis to write off the carrying amount of each asset to their respective
residual value over its remaining useful lives. The estimated useful lives of property, plant and equipment
are as follows:
Number of years
Freehold buildings
Long leasehold land and buildings
Plant and machinery
Motor vehicles
Furniture and fixtures
Equipment and office equipment
50
50 - 99
5 - 10
5
5 - 10
3 - 10
Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount.
Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised as
part of the cost of the asset during the period of time that is required to complete and prepare the asset for
its intended use.
3.6 Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the first-in, first-out method. The costs of raw material and trading inventories
comprise the original cost of purchase plus the cost of bringing the inventories to their intended location
and condition. The cost of finished goods and work-in-progress comprises raw materials, direct labour, other
direct costs and appropriate proportion of production overheads.
40
Net realisable value is determined based on the estimated selling price in the ordinary course of business,
less the costs of completion and selling expenses.
3.7 Trade receivables
Trade receivables are carried at anticipated realisable value. All known bad debts are written off in the
period in which they are identified. An estimate is made for doubtful debts based on a review of all outstanding
amounts at the period end.
3.8 Liabilities
Borrowings, trade and other payables are stated at cost.
These notes form part of the financial statements.
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.9 Provisions
Provisions, if any, is recognised when it is probable that an outflow of resources embodying economic
benefits will be required to settle a present obligation (legal or constructive) as a result of a past event and
a reliable estimate can be made of the amount.
3.10 Leases
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Operating lease
Assets acquired under operating lease agreements that all the risks and benefits of ownership are retained
by the lessor are classified as operating lease. Payments made under operating lease are charged to the
income statement on a straight line basis over the period of the lease.
When the operating lease is terminated before the lease period has expired, any payment required to be
made to the lessor by penalty is recognised as an expense in the period in which termination takes place.
Finance lease
Financed lease assets are capitalised at the lower of the fair value of the leased asset or the present value
of the minimum lease payments, at the inception of the lease.
Assets acquired under finance lease agreements that give rights approximating ownership are capitalised in
the balance sheet, as if they had been purchased outright. Outstanding obligations due under the lease
agreements after deducting finance expenses are included as liabilities in the financial statements. The
excess of the lease payments over the recorded lease obligations is treated as finance charges which are
amortised over each lease term to give a constant rate of charge on the remaining balance of the obligations.
These assets are depreciated in accordance with the depreciation policy of the Group.
Hire purchase transactions which have the similar criteria with the finance lease are accounted for as
finance lease.
3.11 Taxation and deferred taxation
Income tax on the results for the financial year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the financial
year and is measured using the tax rates that have been enacted at the balance sheet date.
Deferred taxation liability and asset are accounted for using the liability method at the current tax rate in
respect of all temporary differences between the carrying amount of an asset or liability in the balance sheet
and its tax base including unused tax losses and capital allowances.
These notes form part of the financial statements.
41
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.11 Taxation and deferred taxation (Cont’d)
A deferred tax asset is recognised only to the extent that is it probable that future taxable profit will be
available against which the deductible temporary differences can be utilised. The carrying amount of a
deferred tax asset is reviewed at each balance sheet date. If it is no longer probable that sufficient future
taxable profit will be available to allow the benefit of part or that entire deferred tax asset to be utilised,
the carrying amount of the deferred tax asset will be reduced accordingly. When it becomes probable that
sufficient future taxable profit will be available, such reductions will be reversed.
Previously, deferred taxation is provided using the liability method on all timing differences between accounting
income and taxable income except where there is reasonable evidence that these timing differences will not
reverse in the foreseeable future.
Deferred tax benefits are recognised only if there is a reasonable expectation of their realisation in the
foreseeable future.
The change in accounting policy is made to be in compliance with MASB 25 which is applied retrospectively.
3.12 Revenue recognition
Sale of goods
Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised
in the income statement when the significant risks and rewards of ownership have been transferred to the
buyer and it is probable that the economic benefits associated with the transactions will flow to the Group.
Rendering of services
Revenue from rendering of management services is measured at the fair value of consideration receivable
and is recognised in the income statement when it is probable that economic benefits associated with the
transactions will flow to the Group.
42
Other revenues are recognised on the following bases:
Rental income
- on an accrual basis in accordance with the substance of the relevant agreement
unless collectibility is in doubt.
Interest income
- on an accrual basis (taking into account the effective yield on the assets) unless
collectibility is in doubt.
Dividend income
- when the shareholders’ rights to receive payment are established.
Royalty income
- on an accrual basis in accordance with the substance of the relevant agreement.
Commission income - on an accrual basis in accordance with the substance of the relevant agreement
unless collectibility is in doubt.
These notes form part of the financial statements.
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.13 Foreign currencies
Exchange differences arising from the retranslation of the net investment in foreign entities and of borrowings
that hedge such investment are taken to ‘currency translation differences’ in shareholders’ equity.
On disposal of the foreign entity, such translation differences are recognised in the income statement as
part of the gain or loss on disposal.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Foreign currency transactions of the Group are accounted for at exchange rates ruling at the transaction
dates, unless hedged by forward foreign exchange contracts, in which case the rates specified in such
forward contracts are used. Foreign currency monetary assets and liabilities are translated at exchange rates
ruling at the balance sheet date, unless hedged by forward foreign exchange contracts, in which case the
rates specified in such forward contracts are used. Exchange differences arising from the settlement of
foreign currency transactions and from the translation of foreign currency monetary assets and liabilities are
included in the income statement.
The principal closing rates used in translation of foreign currency amounts are as follows:
Foreign currency
2003
RM
2002
RM
1 Sterling Pound
1 US Dollar
1 Singapore Dollar
1 Brunei Dollar
6.2840
3.8000
2.1650
2.1650
5.8670
3.8000
2.1730
2.1730
3.14 Dividends
Dividends on ordinary shares are accounted for in shareholders’ equity as an appropriation of retained
profits in the period in which they are declared.
3.15 Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and
short term, highly liquid investment that are readily convertible to known amounts of cash, which are
subject to an insignificant risk of changes in value.
These notes form part of the financial statements.
43
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
3.16 Impairment of assets
The carrying amount of the Group’s assets are reviewed at each balance sheet date to determine whether
there is any indication of impairment. If any such indication exists, the assets’ recoverable amount is
estimated and an impairment loss is recognised whenever the recoverable amount is less than the carrying
amount of the asset. The impairment on a revalued asset where the impairment loss is recognised directly
against the revaluation surplus credit from the previous revaluation for the same asset with excess of the
impairment loss charged to the income statement.
All reversals of impairment losses are recognised as income immediately in the income statement except for
the reversal of an impairment loss on a revalued asset where the reversal of the impairment loss is treated
as a revaluation increase and credited to the revaluation surplus account of the same asset.
An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed its
carrying amount that would have been determined, net of depreciation or amortisation, had no impairment
loss been recognised.
3.17 Financial instruments
Financial instruments carried on the balance sheet include cash and bank balances, investment, receivable,
payable and borrowings. The particular recognition methods adopted are disclosed in the individual accounting
policy statements associated with each item.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as liability
are reported as expense or income. Distributions to holders of financial instruments classified as equity are
charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to
set off the recognised amounts and intends either to settle on a net basis, or to realise the asset settle the
liability simultaneously.
3.18 Comparatives
44
The comparative figures were extended to comply with the additional disclosure requirements of the applicable
approved accounting standards in Malaysia that are applicable for the financial year ended 30 June 2003.
These notes form part of the financial statements.
4.
176,120
11,150,245
13,736,614
(2,348,178)
11,388,436
5,479,444
5,857,418
(318,311)
5,539,107
As at 30 June 2002
Cost
Accumulated depreciation
Net carrying amounts
885,744
3,358,112
(2,472,368)
1,808,798
These notes form part of the financial statements.
5,913,156
13,917,186
(8,004,030)
4,821,741
2,271,495
4,941,275
(2,669,780)
1,917,377
176,120
176,120
–
27,923,271
45,832,292
(17,909,021)
27,106,593
27,106,593
30 June 2003
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
1,749,213
3,845,567
(2,096,354)
1,752,868
176,120
27,923,271
2,459,725
(298,899)
(2,975,000)
(2,504)
Net carrying amounts
1,752,868
176,120
–
–
–
–
176,120 47,886,317
– (20,779,724)
1,917,377
1,749,213
586,779
(157,292)
(423,328)
(2,504)
5,857,418 13,736,614 13,997,006
4,702,474
5,179,045
4,237,640
(377,974) (2,586,369) (9,175,265) (2,893,676) (3,261,668) (2,484,772)
1,808,798
2,271,495
237,770
–
(591,888)
–
As at 30 June 2003
Cost
Accumulated depreciation
4,821,741
885,744
1,449,366
(98,086)
(428,226)
–
11,150,245
5,913,156
185,810
(43,521)
(1,233,704)
–
5,479,444
Total
RM
Net carrying amounts as at 30 June 2003
GROUP
11,388,436
–
–
(238,191)
–
Capital
work-inprogress
RM
5,539,107
–
–
(59,663)
–
Motor
vehicles
RM
Equipment
and office
equipment
RM
Net carrying amounts as at 1 July 2002
Additions
Disposals
Depreciation charge
Effect of exchange rate changes
Plant and
machinery
RM
Furniture
and
fixtures
RM
Long
leasehold
land and
buildings
RM
Freehold
land and
buildings
RM
PROPERTY, PLANT AND EQUIPMENT
Notes to the Financial Statements
45
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
4.
PROPERTY, PLANT AND EQUIPMENT (Cont’d)
COMPANY
Net carrying amounts
as at 1 July 2002
Additions
Disposal
Depreciation charge
Net carrying amounts
as at 30 June 2003
As at 30 June 2003
Cost
Accumulated depreciation
Long
leasehold
land and
buildings
RM
Motor
vehicles
RM
3,197,666
–
–
(81,611)
64,804
–
–
(61,308)
85,328
–
–
(26,292)
29,102
399
(1,982)
(9,953)
3,496
59,036
17,566
3,196,153
131,461
(72,425)
121,674
(104,108)
4,978,744
(1,782,591)
59,036
17,566
3,196,153
3,116,055
4,419,069
(1,303,014)
306,540
(303,044)
Equipment
and office
equipment
RM
Total
RM
3,376,900
399
(1,982)
(179,164)
Net carrying amounts
3,116,055
As at 30 June 2002
Cost
Accumulated depreciation
4,419,069
(1,221,403)
306,540
(241,736)
131,461
(46,133)
127,075
(97,973)
4,984,145
(1,607,245)
3,197,666
64,804
85,328
29,102
3,376,900
Net carrying amounts
3,496
Furniture
and
fixtures
RM
GROUP
46
2003
RM
2002
RM
740,440
374,969
Included in net carrying amounts of property, plant and equipment are:
i)
Motor vehicles held under finance lease and hire purchase obligations
ii)
Assets pledged as security for bank borrowings
- Freehold land and buildings
- Leasehold land and buildings
5,479,444
8,034,190
5,539,107
8,191,070
Asset of which title deed has yet to be issued by the relevant authorities
- Freehold land
- Leasehold land and buildings
2,156,860
2,503,011
2,156,860
2,541,856
iii)
These notes form part of the financial statements.
30 June 2003
5.
INTANGIBLE ASSETS
Goodwill
arising on
consolidation
RM
GROUP
Net carrying amounts as at 1 July 2002
Amortisation charge
Net carrying amounts as at 30 June 2003
891,113
(44,641)
Total
RM
9,750,930
(546,158)
8,358,300
846,472
9,204,772
12,537,914
(4,179,614)
1,200,000
(353,528)
13,737,914
(4,533,142)
Net carrying amounts
8,358,300
846,472
9,204,772
As at 30 June 2002
Cost
Accumulated amortisation
12,537,914
(3,678,097)
1,200,000
(308,887)
13,737,914
(3,986,984)
8,859,817
891,113
9,750,930
As at 30 June 2003
Cost
Accumulated amortisation
Net carrying amounts
6.
8,859,817
(501,517)
Purchased
goodwill
RM
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
INVESTMENT
GROUP/COMPANY
2003
2002
RM
RM
At cost
Quoted shares in Malaysia
Less: Impairment loss
At market value
These notes form part of the financial statements.
45,967
(15,117)
45,967
(15,117)
30,850
30,850
37,562
30,850
47
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
7.
INVESTMENT IN SUBSIDIARY COMPANIES
COMPANY
2003
RM
At cost
Unquoted shares
Less: Impairment loss
2002
RM
10,652,003
(1,049,574)
5,564,990
–
9,602,429
5,564,990
All subsidiary companies are incorporated in Malaysia, except for Amtek International Ltd. and Amtek Marketing
Services Pte. Ltd. which are incorporated in England and Wales and Republic of Singapore respectively.
Details of the subsidiary companies are as follows:
Gross equity
interest
2003
2002
%
%
Name of company
Principal activities
Subsidiary companies of the Company
48
Amtek Garment Sdn. Bhd.
100
100
Investment holding and manufacturing of
garments
Amtek Shoes Sdn. Bhd.
100
100
Manufacturing of shoes
Amtek Trading Sdn. Bhd.
100
100
Trading of fabrics, garments and the related
accessories
Amtek International Sdn. Bhd.
100
100
Retailer of Harrods brand products
Steeple Jack Sdn. Bhd.
100
100
Marketing and distribution of fashion
garments, principally Steeple Jack
jeanswear
Amtek International Ltd.*
100
99.98
Marketing and distribution of Malaysian
products
Kart Food Industries Sdn. Bhd.
100
100
Manufacturing and trading of food products
Amtek Marketing Services Sdn. Bhd.
(formerly known as
Efficient Series Sdn. Bhd.)
100
–
Marketing and distribution of electrical
goods
These notes form part of the financial statements.
30 June 2003
7.
INVESTMENT IN SUBSIDIARY COMPANIES (Cont’d)
Gross equity
interest
2003
2002
%
%
Principal activities
Amtek Realty Sdn. Bhd.
(formerly known as
Victorious Phase Sdn. Bhd.)
100
–
Property investment company
Amtek Distributors Sdn. Bhd.
(formerly known as
Unigold Freeway Sdn. Bhd.)
100
–
General trading
Amtek Food Sdn. Bhd.
100
–
Dormant
Amtek Marketing Services Pte. Ltd.*
100
–
Marketing and distribution of electrical
goods
Uniwash Industries Sdn. Bhd.
100
100
Provision of specialised treatment and
finishing of jeanswear
Dickies (M) Sdn. Bhd.
100
100
Marketing and distribution of fashion
garments, principally Dickies jeanswear
94.13
94.13
Marketing and distribution of fashion
garments, principally Lee Cooper jeanswear
77.50
77.50
Marketing and distribution of Lee Cooper
footwear
100
–
100
100
Name of company
Subsidiary companies of the Company (Cont’d)
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Subsidiary companies of
Amtek Garment Sdn. Bhd.
Bensonlaunch Sdn. Bhd.
Subsidiary company of
Bensonlaunch Sdn. Bhd.
Power Wave Sdn. Bhd.
Subsidiary company of
Amtek International Sdn. Bhd.
Amtek Duty Free Sdn. Bhd.
(formerly known as
Percikan Murni Sdn. Bhd.)
Dormant
Subsidiary company of
Kart Food Industries Sdn. Bhd.
Kart Food Marketing Sdn. Bhd.
Property investment
* Audited by other firms of auditors.
These notes form part of the financial statements.
49
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
8.
INVENTORIES
GROUP
2003
RM
2002
RM
At cost
Raw materials
Work-in-progress
2,214,287
1,922,360
2,106,306
2,310,570
Finished goods
- Garments
- Food
- Electrical goods
- Others
11,493,943
1,058,282
1,826,603
495,912
11,101,142
359,243
–
438,874
14,874,740
11,899,259
19,011,387
16,316,135
2,222,264
–
21,233,651
16,316,135
At net realisable value
Finished goods
- Electrical goods
During the financial year, the Group’s inventories have been written down to its net realisable value by RM271,886
(2002 : NIL).
9.
RECEIVABLES
GROUP
2003
RM
50
Trade receivables
Allowance for doubtful debts
Due from subsidiary companies - non trade
- interest free
- interest bearing
Other receivables, deposits and prepayments
Profit contribution receivable from
substantial shareholders
COMPANY
2002
RM
2003
RM
2002
RM
62,882,145
(5,217,504)
53,617,883
(3,424,450)
–
–
–
–
57,664,641
50,193,433
–
–
–
–
11,277,802
–
–
9,357,512
56,285,932
5,289,437
2,495,012
53,605,353
4,955,040
1,660,946
–
4,295,291
–
4,295,291
68,942,443
63,846,236
64,070,381
64,516,630
These notes form part of the financial statements.
30 June 2003
9.
RECEIVABLES (Cont’d)
(i)
The currency exposure profile of trade receivables is as follows:
GROUP
- Ringgit Malaysia
- Brunei Dollar
- Pound Sterling
- Singapore Dollar
- US Dollar
(ii)
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
59,055,494
41,708
974,145
1,182,219
1,628,579
53,002,834
38,265
416,645
160,139
–
–
–
–
–
–
–
–
–
–
–
62,882,145
53,617,883
–
–
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Profit contribution represents the shortfall of RM4,295,291 in respect of the revised guaranteed profit
before taxation but after minority interests of RM6,435,000 for the previous financial year. This is pursuant
to the Profit Guarantee Agreement dated 28 March 1998, as revised and approved by the Securities Commission
on 20 October 1999.
The shortfall has been settled during the financial year.
(iii) Included in trade receivables were balances due from related parties as follows:
GROUP
Ocean Capital Berhad and its subsidiary companies
Crocodile Sdn. Bhd. and its subsidiary companies
Spark Manshop Holdings Sdn. Bhd. and its subsidiary companies
Li Tat Manufacturing Sdn. Bhd.
Pasaraya Hiong Kong Sdn. Bhd.
2003
RM
2002
RM
11,108,614
2,077,949
367,453
41,303
379,137
–
–
–
–
–
13,974,456
–
(iv) The amount due from a subsidiary company is unsecured, bear an interest of 1% (2002: 1%) above a
licensed bank’s base lending rate per annum and has no fixed terms of repayment.
These notes form part of the financial statements.
51
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
10. TAX ASSET/(LIABILITY)
GROUP
Net tax asset as at 1 July
Taxation charge for the financial year
Malaysian taxation
- Based on results for the financial year
- Adjustment in respect of prior years
Real property gains tax
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
1,824,862
382,134
875,645
708,176
(509,598)
206,297
(801,232)
(52,010)
(2,240,000)
237,500
(237,500)
(17,070)
(303,301)
(853,242)
(2,002,500)
(254,570)
–
(10,865)
–
–
Payments made during the financial year
1,198,921
2,306,835
2,333,428
422,039
Net tax asset as at 30 June
2,720,482
1,824,862
1,206,573
875,645
Disclosed as:Tax asset
Tax liability
3,020,860
(300,378)
2,019,996
(195,134)
1,206,573
–
875,645
–
2,720,482
1,824,862
1,206,573
875,645
The taxation expense comprises of:
Malaysian taxation
- Based on results for the financial year
- Adjustment in respect of prior years
52
Deferred taxation (Note 16)
- Based on results for the financial year
- Adjustment in respect of prior years
(509,598)
206,297
(801,232)
(52,010)
(2,240,000)
237,500
(237,500)
(17,070)
(303,301)
(853,242)
(2,002,500)
(254,570)
26,764
691,543
(368,719)
149,863
–
–
–
–
718,307
(218,856)
–
–
415,006
(1,072,098)
These notes form part of the financial statements.
(2,002,500)
(254,570)
30 June 2003
10. TAX ASSET/(LIABILITY) (Cont’d)
(i)
Reconciliation of tax expense with accounting profit:
2003
RM
GROUP
(Loss)/profit before taxation
(9,227,744)
RM
Tax at the current income tax rate
(2,583,768)
Tax effect of expenses that are not
deductible in determining taxable
profits:
- Depreciation of non-qualifying
property, plant and equipment
222,722
- Bad debts written off
280,876
- Inventories written off
437,920
- Amortisation of goodwill
124,872
- Professional fees on aborted acquisition 406,929
- Utilisation of unabsorbed business
losses brought forward
(61,731)
- Non-allowable expenses
212,027
- Deferred tax assets not recognised
1,442,987
482,834
(ii)
2002
RM
2,355,047
%
RM
%
(28)
659,413
28
2
3
5
1
5
152,860
–
–
124,872
–
7
–
–
5
–
(1)
2
16
(134,992)
27,837
339,961
(6)
1
15
5
1,169,951
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
50
Reconciliation of tax expense with accounting profit:
COMPANY
Profit before taxation
2003
RM
2002
RM
5,245,038
622,276
RM
%
RM
%
Tax at the current income tax rate
1,468,611
Tax effect of expenses that are not
deductible in determining taxable
profits:
- Impairment loss on investment in
subsidiary companies
293,881
- Depreciation of non-qualifying
property, plant and equipment
21,106
- Bad debts written off
27,320
- Professional fees on aborted acquisition 406,929
- Other non-allowable expenses
22,153
28
174,237
28
6
4,233
1
–
1
8
–
42,371
–
–
16,659
7
–
–
3
2,240,000
43
237,500
39
These notes form part of the financial statements.
53
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
10. TAX ASSET/(LIABILITY) (Cont’d)
(iii) The Company and certain subsidiaries of the Group have the following potential deferred tax assets not
recognised in the financial statements:
GROUP
2003
RM
Temporary differences between
accounting depreciation and related
capital allowances
Unabsorbed business losses
Potential deferred tax asset calculated
at 28% tax rate, not recognised in the
financial statements
307,390
3,589,000
COMPANY
2002
RM
(1,205,048)
1,391,000
2003
RM
2002
RM
829,716
–
875,556
–
3,896,390
185,952
829,716
875,556
1,090,989
52,066
232,320
245,155
11. DEPOSITS, CASH AND BANK BALANCES
GROUP
Deposits with licensed banks
Cash and bank balances
54
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
3,306,420
2,272,388
3,606,420
1,645,331
3,149,000
4,510
3,149,000
3,706
5,578,808
5,251,751
3,153,510
3,152,706
In conjunction with the listing exercise of the Company in 1998, RM27,899,000 was raised from the rights and
public issues. The balance of the proceeds raised amounting to RM2,302,474 (2002: RM2,302,474) is currently
being placed in a fixed deposit account for the purpose of acquiring companies/businesses involved in the
garments industry.
Certain fixed deposits of the Group and the Company are pledged as securities for banking facilities granted to the
Company and a subsidiary company as disclosed in Note 13(i).
These notes form part of the financial statements.
30 June 2003
12. PAYABLES
GROUP
Trade payables
Other payables and accruals
Due to subsidiary companies - non trade
(i)
2003
RM
2002
RM
2003
RM
2002
RM
12,870,055
9,451,779
–
5,451,622
2,971,061
–
–
3,012,948
5,950,385
–
1,065,219
5,749,153
22,321,834
8,422,683
8,963,333
6,814,372
12,635,412
14,301
11,687
208,655
5,327,069
–
–
124,553
–
–
–
–
–
–
–
–
12,870,055
5,451,622
–
–
The currency exposure profile of trade
payables is as follows:
- Ringgit Malaysia
- Pound Sterling
- Singapore Dollar
- US Dollar
(ii)
COMPANY
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
The amount due to subsidiary companies is unsecured, interest free and has no fixed terms of repayment.
13. BORROWINGS
GROUP
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
256,898
596,504
4,833,895
9,738,000
1,196,158
554,510
107,558
414,659
5,387,028
5,778,000
847,424
–
–
–
859,152
–
–
–
–
–
2,508,476
–
–
–
17,175,965
12,534,669
859,152
2,508,476
Finance lease and hire purchase obligations
Term loans
478,219
1,306,102
56,549
619,289
–
–
–
–
Total non-current portion
1,784,321
675,838
–
–
18,960,286
13,210,507
859,152
2,508,476
Current, secured
Finance lease and hire purchase obligations
Term loans
Bank overdrafts
Bankers’ acceptances
Bills payable
Trust receipts
Total current portion
Non current, secured
These notes form part of the financial statements.
55
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
13. BORROWINGS (Cont’d)
(i)
(ii)
Bank borrowings are secured as follows:
-
fixed charges over certain landed properties of the Group as disclosed in Note 4 and floating charges
on assets of certain subsidiary companies; and
-
fixed deposits of the Company and a subsidiary company as disclosed in Note 11.
Interest charged are as follows:
Overdrafts
- 1.5% to 2.5% (2002 : 2% to 2.5%) above the lending banks’ base lending rate per
annum.
Bankers’ acceptances - 3.15% to 3.95% (2002: 3.15% to 3.95%) per annum.
Bills payable
- 1.5% to 3.25% (2002 : 2% to 2.5%) above the lending banks’ base lending rate
per annum.
Term loans
- 1.5% to 2.5% (2002 : 1.5% to 2.5%) above the lending banks’ base lending rate
per annum.
Finance lease and
hire purchase
- Implicit interest rate ranging from 6.5% to 11.75% (2002 : 10.06% to 12.52%)
per annum.
(iii) Term loans at the end of the financial year are repayable as follows:
GROUP
Not later than 1 year
Between 1 to 2 years
Between 2 to 5 years
56
2003
RM
2002
RM
596,504
429,008
877,094
414,659
272,287
347,002
1,902,606
1,033,948
302,773
535,497
112,986
73,501
838,270
186,487
(103,153)
(22,380)
735,117
164,107
(iv) Finance lease and hire purchase obligations
Minimum lease payments
- not later than 1 year
- later than 1 year and not later than 5 years
Less: Unexpired finance charges
These notes form part of the financial statements.
30 June 2003
13. BORROWINGS (Cont’d)
(iv) Finance lease and hire purchase obligations (Cont’d)
GROUP
Present value of hire purchase obligations
Payable as follows:
- not later than 1 year
- later than 1 year and not later than 5 years
2003
RM
2002
RM
256,898
478,219
107,558
56,549
735,117
164,107
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
14. SHARE CAPITAL
GROUP/COMPANY
Authorised:
Ordinary shares of RM1 each
At 1 July
Created during the year
At 30 June
2003
Number
of shares
2002
Number
of shares
2003
2002
RM
RM
50,000,000
50,000,000
50,000,000
–
50,000,000
50,000,000
50,000,000
–
50,000,000 100,000,000
50,000,000
39,999,000
39,999,000
100,000,000
Issued and fully paid:
Ordinary shares of RM1 each
39,999,000
39,999,000
57
The Company’s Executives’ Share Option Scheme (“ESOS”) was approved by the shareholders at the Extraordinary
General Meeting held on 16 December 2002. ESOS became effective from 1 July 2003 for a period of ten (10) years.
The main features of the ESOS are:
(a) The total number of shares to be offered under the ESOS shall not exceed 10% of the issued and paid-up
share capital of the Company at any point in time during the existence of the ESOS.
(b)
Eligible employees are those who have been confirmed in writing as an employee of the Group for at least
one (1) year of continuous services at the date of the offer or an eligible director is a full-time executive
director of the Group. Where a employee is serving the Group under an employment contract, the contract
shall be for a duration of at least three (3) years.
These notes form part of the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
14. SHARE CAPITAL (Cont’d)
The main features of the ESOS are: (Cont’d)
(c)
The option price shall be set at a discount of not more than 10% from the weighted average market price of
the Company for the five (5) market days immediately preceding the date of offer of the par value of the
shares of the Company of RM1.00 each, whichever is higher.
(d)
An option granted under ESOS shall be capable of being exercise by the grantee by notice in writing to the
Company commencing from the date of the offer and expiring on the tenth anniversary of the acceptance of
the offer. The option granted was exercisable by the grantee in multiples of 1,000 shares in the following
manners:
Maximum percentage of new shares comprised in the options exercisable within
each particular year of the scheme
Number of shares comprised
in the Option granted
Year 1
Year 2
Year 3
Year 4
Year 5
Below 20,000
20,000 to less than 100,000
100,000 and above
100%
50% (a)
50%
–
30%
20%
–
(b)
–
–
10%
–
–
10%
20%
10%
Note:
58
(a)
50% or 20,000 new Shares, whichever is higher.
(b)
20% or the remaining number of new Shares under the part of option unexercised.
(e)
A non-Malaysian Grantee can only exercise up to 20% of the Options Granted to him/her on an annual basis.
However, where he/she is serving under an employment contract, which should be for a duration of at least
three (3) years as at the Date of Offer, any remaining unexercised Options can be exercised on expiry of the
employment contract if the remaining duration of the contract is less than five (5) years from the date on
which in the Options are granted.
(f)
No option shall be granted for less than 1,000 shares nor more than 100,000 shares.
(g)
Option exercisable in a particular year but not exercised can be carried forward to the subsequent years
subject to the time limit of the ESOS.
(h)
All the new ordinary shares issued arising from ESOS rank pari passu in all respects with the existing ordinary
shares of the Company except that the new shares issued will not rank for any dividends, rights, allotments
or other distributions prior to the entitlement date.
(i)
The grantees have no right to participate, by virtue of these options, in any share issue of any other
company within the Group.
These notes form part of the financial statements.
30 June 2003
15. RESERVES
GROUP
2003
RM
Non distributable
Share premium
Currency translation reserve
Distributable
Retained profits
COMPANY
2002
RM
2003
RM
2002
RM
19,129,850
(155,702)
19,129,850
(11,578)
19,129,850
–
19,129,850
–
18,974,148
19,118,272
19,129,850
19,129,850
30,340,712
39,078,153
12,308,561
9,066,023
49,314,860
58,196,425
31,438,411
28,195,873
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
Subject to agreement by the Inland Revenue Board, the Company has sufficient tax credit under section 108
of the Income Tax Act, 1967 to frank the payment of dividends amounting to approximately RM9,100,000
(2002: RM2,790,000) out of its distributable reserves as at 30 June 2003. Any dividend paid in excess of this
amount would result in a tax charge calculated at 28% on the gross amount of dividend paid.
16. DEFERRED TAXATION
GROUP
2003
RM
2002
RM
Deferred tax liability on acquisition of a subsidiary company
At 1 July
Acquisition of subsidiary company
Transfer to income statement
–
–
–
At 30 June
–
–
149,863
(149,863)
–
Deferred tax liability on temporary differences of
capital allowances and depreciation
At 1 July
Transfer (to)/from income statement
760,952
(718,307)
392,233
368,719
At 30 June
42,645
760,952
Total deferred tax liabilities as at 30 June
42,645
760,952
(718,307)
218,856
Total deferred taxation transfer (to)/from income statement (Note 10)
17. NEGATIVE GOODWILL
GROUP
RM
Net carrying amount as at 1 July 2002
Amortisation charge
Net carrying amount as at 30 June 2003
These notes form part of the financial statements.
2,404,491
(100,187)
2,304,304
59
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
17. NEGATIVE GOODWILL (Cont’d)
GROUP
2003
RM
2002
RM
Represented by:
Cost
Accumulated amortisation
2,504,678
(200,374)
2,504,678
(100,187)
Net carrying amount
2,304,304
2,404,491
18. REVENUE
GROUP
Dividend income
Sale of goods
Rental income
Interest income
Rendering of management services
Other income
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
340
90,074,456
–
92,284
684,000
3,000
340
66,871,958
–
99,988
–
–
8,333,673
–
360,000
315,992
954,750
3,000
1,507,284
–
360,000
277,215
285,000
–
90,854,080
66,972,286
9,967,415
2,429,499
19. (LOSS)/PROFIT FROM OPERATIONS
The following items have been charged/(credited) in arriving at (loss)/profit from operations:
GROUP
60
Allowance for specific doubtful debts
Amortisation of intangible assets
Auditors’ remuneration
Statutory audit
- current year
- under provision in prior years
Tax services
Bad debts written off
Depreciation of property, plant and equipment
Directors’ remuneration (Note 20)
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
2,018,272
546,158
249,053
546,158
–
–
–
–
192,157
73
21,065
2,632,657
2,975,000
985,426
165,519
3,000
23,580
–
2,754,448
1,073,299
30,000
–
3,280
97,572
179,164
522,680
30,000
6,000
3,200
–
180,298
527,109
These notes form part of the financial statements.
30 June 2003
19. (LOSS)/PROFIT FROM OPERATIONS (Cont’d)
The following items have been charged/(credited) in arriving at (loss)/profit from operations: (Cont’d)
GROUP
Impairment loss on quoted investment
Inventories written off
Impairment loss on investment in
subsidiary companies
Loss on inventories
Loss on disposal of property, plant
and equipment
Property, plant and equipment written off
Rental of equipment
Rental of premises
Shortfall of insurance claim for loss suffered
Staff costs
Amortisation of negative goodwill
Bad debts written back
Gain on disposal of property, plant
and equipment
Other interest income
Realised gain on foreign exchange
Rental income
Royalty income
Exceptional item:
Professional fees on aborted acquisition
(Note 31 (a))
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
–
2,205,330
15,117
–
–
–
15,117
–
–
21,567
–
7,142
1,049,574
–
–
–
2,805
–
–
1,517,805
–
13,007,466
(100,187)
(12,000)
–
56,273
44
626,482
44,409
11,560,693
(100,187)
(38,000)
1,582
–
–
61,650
–
359,928
–
–
–
–
–
61,650
–
315,242
–
–
(50,671)
(45,222)
(33,347)
(247,164)
(76,558)
(229,496)
(35,273)
(32,952)
(80,000)
(85,409)
–
–
–
–
–
–
–
–
–
–
–
1,453,317
–
2003
RM
2002
RM
2003
RM
2002
RM
297,000
–
283,500
3,000
297,000
–
283,500
3,000
334,880
–
291,009
190,000
225,680
–
240,609
–
353,546
305,790
–
–
985,426
1,073,299
522,680
527,109
1,453,317
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
20. DIRECTORS’ REMUNERATION
GROUP
Directors of the Company
Fees
- Present
- Past
Other emoluments
- Present
- Past
Directors of the subsidiary companies
Other emoluments - present
COMPANY
These notes form part of the financial statements.
61
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
20. DIRECTORS’ REMUNERATION (Cont’d)
This represents remuneration received or receivable by the following Directors:
Directors of the Company
Present Directors
Tan Sri Datuk Abdul Aziz bin Ismail
David Lai Kim Hean
Dato’ Noor Ahmad Mokhtar bin Haniff
Syed Azmin bin Syed Nor
Mohd. Qari bin Ahmad
Bahar bin Ahmad
Khalid bin Haji Sufat
Directors of subsidiary companies
Present Directors
Tengku Abdullah bin Tengku Mahadi
Saw Seng Chee
Soon Peng Len
Chew Hoe Soon
GROUP
Directors’ fees
Directors’ other emoluments
- Salaries and allowances
- Bonus
- Statutory contributions
Executive
2003
RM
Nonexecutive
2003
RM
Executive
2002
RM
Nonexecutive
2002
RM
72,000
225,000
75,000
211,500
276,000
23,000
35,880
–
–
–
385,500
53,125
42,384
–
–
–
406,880
225,000
556,009
211,500
62
The number of Directors in each of the relevant remuneration bands are as follows:
GROUP
RM1 - RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
RM150,001 - RM200,000
RM200,001 - RM250,000
Executive
2003
Nonexecutive
2003
Executive
2002
Nonexecutive
2002
1
2
–
–
1
2
–
–
1
–
1
2
–
1
1
2
–
–
1
–
4
3
5
3
These notes form part of the financial statements.
30 June 2003
20. DIRECTORS’ REMUNERATION (Cont’d)
COMPANY
Directors’ fees
Directors’ other emoluments
- Salaries and allowances
- Bonus
- Statutory contributions
Executive
2003
RM
Nonexecutive
2003
RM
Executive
2002
RM
Nonexecutive
2002
RM
72,000
225,000
75,000
211,500
186,000
15,500
24,180
–
–
–
204,500
17,125
18,984
–
–
–
297,680
225,000
315,609
211,500
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
The number of Directors in each of the relevant remuneration bands are as follows:
COMPANY
RM1 - RM50,000
RM50,001 - RM100,000
RM100,001 - RM150,000
RM150,001 - RM200,000
Executive
2003
Nonexecutive
2003
Executive
2002
Nonexecutive
2002
1
2
1
–
2
–
–
1
2
2
–
1
2
–
–
1
4
3
5
3
21. FINANCE COSTS
GROUP
Interest expenses on
- bank overdrafts
- hire purchase
- term loans
- trust receipts
- finance lease
- bankers’ acceptances
- bills payable
- others
Bank charges
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
488,474
56,482
221,308
50,457
12,136
222,217
120,778
23,746
392,152
27,777
77,064
–
2,079
95,858
196,024
29,967
223,708
–
–
–
–
74,219
–
–
183,343
–
–
–
–
–
–
–
1,195,598
820,921
297,927
183,343
189,869
97,377
553
651
1,385,467
918,298
298,480
183,994
These notes form part of the financial statements.
63
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
22. (LOSS)/EARNINGS PER SHARE
The (loss)/earnings per share of the Group for the financial year is calculated based on the (loss)/profit after
taxation and minority interests divided by the number of ordinary shares in issue during the financial year:
GROUP
2003
RM
2002
RM
(Loss)/profit after taxation and minority interests
(8,737,441)
1,146,901
Number of ordinary shares of RM1.00 each
39,999,000
39,999,000
(Loss)/earnings per share (sen)
(21.84)
2.87
23. ACQUISITION OF SUBSIDIARY COMPANIES
(a)
During the financial year, the Company acquired 2 ordinary shares of RM1.00 each respectively in the capital
of the following subsidiary companies as listed in (b), representing 100% equity interest for each company
for a cash consideration of RM2.00 each.
(b)
The effect on the cash flow of the Group and the Company resulting from the above are as follows:
GROUP
Note
64
Cash flow from investing
activities
Acquisition of subsidiary
companies
- Amtek Marketing Services
Sdn. Bhd.
- Amtek Realty Sdn. Bhd.
- Amtek Distributors
Sdn. Bhd.
- Amtek Food Sdn. Bhd.
- Kart Food Industries
Sdn. Bhd.
23(e)
COMPANY
2003
RM
2002
RM
–
–
–
–
(2)
(2)
–
–
–
–
–
–
(2)
(2)
–
–
–
746,849
–
(1)
–
746,849
(8)
(1)
These notes form part of the financial statements.
2003
RM
2002
RM
30 June 2003
23. ACQUISITION OF SUBSIDIARY COMPANIES (Cont’d)
(c)
The effect of the acquisition of subsidiary companies on the financial results of the Group for the previous
financial year is as follows:
GROUP
2002
RM
Revenue
Cost of sales
5,495,870
(3,534,288)
Gross profit
1,961,582
Other operating income
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
38,000
1,999,582
Selling and distribution costs
Administration expenses
(858,097)
(516,364)
625,121
Finance costs
(d)
(159,041)
Profit before taxation
466,080
Taxation
149,863
Increase in Group’s net profit
615,943
The effect of the acquisition of subsidiary companies on the financial position as at year end is as follows:
GROUP
2002
RM
Property, plant and equipment
Inventories
Receivables
Deposit, cash and bank balances
Payables
Borrowings
Negative goodwill on consolidation
Increase in Group’s net assets
These notes form part of the financial statements.
5,599,564
449,604
2,378,271
502,322
(5,856,833)
(52,493)
(2,404,491)
615,944
65
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
23. ACQUISITION OF SUBSIDIARY COMPANIES (Cont’d)
(e)
Details of net assets acquired, goodwill and cash flow arising from the acquisitions are as follows:GROUP
2003
RM
2002
RM
Property, plant and equipment
Inventories
Receivables
Deposit, cash and bank balances
Payables
Deferred taxation
–
–
–
8
–
–
5,948,630
370,292
1,431,198
746,850
(5,842,428)
(149,863)
Net assets acquired
8
2,504,679
Negative goodwill on consolidation
–
(2,504,678)
Purchase consideration
8
Less: Cash and bank balances of subsidiary companies acquired
Cash flow on acquisition, net of cash acquired
1
(8)
(746,850)
–
(746,849)
24. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
GROUP
2003
RM
66
COMPANY
2002
RM
2003
RM
2002
RM
Additions to property, plant and equipment
Financed by hire purchase and finance lease
2,459,725
(804,878)
1,391,493
(100,000)
399
–
239
–
Cash payment
1,654,847
1,291,493
399
239
These notes form part of the financial statements.
30 June 2003
25. CASH AND CASH EQUIVALENTS
GROUP
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
3,306,420
3,606,420
3,149,000
3,149,000
(2,302,474)
(2,302,474)
(2,302,474)
(2,302,474)
1,003,946
1,303,946
846,526
2,272,388
(4,833,895)
1,645,331
(5,387,028)
4,510
(859,152)
3,706
(2,508,476)
(1,557,561)
(2,437,751)
(8,116)
(1,658,244)
Represented by:
Deposits with licensed banks
Less : Amount restricted for specific purposes
(Note 11)
Cash and bank balances
Bank overdrafts
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
846,526
26. SIGNIFICANT RELATED PARTY DISCLOSURES
In addition to related party disclosure mentioned elsewhere in the financial statements, the disclosure on related
party relationship and the related transactions are as follows:(i)
Related party relationship
Related parties are parties in which one party has the ability to control the other party or exercise significant
influence over the other party in making financial and operating decisions. The Company has related party
relationships with the following:(a)
Subsidiary companies of the Company as disclosed in Note 7.
(b)
Substantial shareholders of the Company
Rintitan Jaya Sdn. Bhd.
Megaplace Sdn. Bhd.
(c)
Pursuant to Management Agreement signed on 28 June 2002, the Company has been appointed as the
restructuring manager of Ocean Capital Berhad and its subsidiary companies.
(d)
Companies in which Directors of the Company are also directors:
(i)
David Lai Kim Hean is also the executive director of Spark Manshop Holdings Sdn. Bhd. and its
subsidiary companies, Crocodile Sdn. Bhd. and its subsidiary company, and Li Tat Manufacturing
Sdn. Bhd.
(ii)
Mohd. Qari bin Ahmad is also the executive director of Spark Manshop Holdings Sdn. Bhd. and
its subsidiary companies, and Pasaraya Hiong Kong Sdn. Bhd.
These notes form part of the financial statements.
67
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
26. SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(ii) Related party transactions
In the normal course of business, the Company undertakes on agreed terms and prices, transactions with its
related parties.
COMPANY
2003
RM
2002
RM
5,555,555
1,388,889
1,388,889
–
–
1,506,944
8,333,333
1,506,944
68,400
22,800
8,550
34,200
17,100
68,400
22,800
17,100
11,400
72,000
24,000
9,000
36,000
18,000
72,000
24,000
18,000
12,000
Rental income from Amtek Shoes Sdn. Bhd.
360,000
360,000
Interest income received from Kart Food
Industries Sdn. Bhd.
223,708
177,227
Rintitan Jaya Sdn. Bhd.
Repayment of advances
Receipt of profit contribution
3,657
2,736,100
563,139
–
Megaplace Sdn. Bhd.
Receipt of profit contribution
1,559,191
–
Transactions entered into with subsidiary companies
Dividend income from:
Amtek Shoes Sdn. Bhd.
Amtek Trading Sdn. Bhd.
Amtek Garment Sdn. Bhd.
Management fees received from:
Amtek Garment Sdn. Bhd.
Amtek Shoes Sdn. Bhd.
Amtek Trading Sdn. Bhd.
Uniwash Industries Sdn. Bhd.
Dickies (M) Sdn. Bhd.
Bensonlaunch Sdn. Bhd.
Power Wave Sdn. Bhd.
Steeple Jack Sdn. Bhd.
Amtek International Sdn. Bhd.
68
Transactions entered into with related parties
These notes form part of the financial statements.
30 June 2003
26. SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(ii) Related party transactions (Cont’d)
GROUP
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
Ocean Capital Berhad and its subsidiary
companies
Sales of goods
Management fee receivable
8,649,351
684,000
–
–
–
684,000
–
–
Crocodile Sdn. Bhd. and its subsidiary
companies
Sales of goods
5,116,524
–
–
–
Li Tat Manufacturing Sdn. Bhd.
Sales of goods
366,804
–
–
–
Spark Manshop Holdings Sdn. Bhd.
and its subsidiary companies
Sales of goods
395,921
–
–
–
Pasaraya Hiong Kong Sdn. Bhd.
Sales of goods
131,627
–
–
–
Transactions entered into with
related parties
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
27. COMMITMENT
GROUP
(i)
2003
RM
2002
RM
16,380,000
–
–
44,020
16,380,000
44,020
Capital commitment
Capital commitments at the end of the financial year are as follows:
Contracted but not provided for
- Leasehold land and building
- Motor vehicles
These notes form part of the financial statements.
69
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
27. COMMITMENT (Cont’d)
(ii)
Non-cancellable lease commitment
As at the end of the financial year, non-cancellable long-term lease commitments pertaining to the Group
and the Company in respect of rental of premises are as follows:
GROUP
Years ending 30 June
2003
2004
2005
COMPANY
2003
RM
2002
RM
2003
RM
2002
RM
–
337,050
216,000
450,150
73,050
–
–
20,550
–
61,650
20,550
–
553,050
523,200
20,550
82,200
28. CONTINGENT LIABILITIES
COMPANY
Unsecured
Corporate guarantee to banks for banking facilities granted to
certain subsidiary companies
- Guarantee limit
- Amount utilised
2003
RM
2002
RM
27,862,000
15,299,371
22,912,000
10,537,925
29. FINANCIAL INSTRUMENTS
70
(i)
Interest rate risk
Other than those disclosed in the financial statements, the effective yield of fixed deposits with licensed
banks ranging from 2.93% to 3.20% per annum.
(ii) Credit risk
Receivables
The Group’s normal trade receivables credit period ranges from 30 to 120 days. Other credit terms are
assessed and approved on a case-by-case basis.
These notes form part of the financial statements.
(ii) Credit risk (Cont’d)
Payables
The normal trade credit period granted to the Group ranges from 30 to 90 days or such other period as
negotiated with the suppliers.
(iii) Fair values
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
29. FINANCIAL INSTRUMENTS (Cont’d)
The carrying amounts of the financial assets and liabilities of the Group and the Company classified as
current assets and current liabilities as at 30 June 2003 approximates their fair values due to the relatively
short term maturity of these financial instruments.
The fair value of quoted investment is derived by references to stock exchange last transacted price at the
close of business on the balance sheet date.
The fair value of long term borrowings is estimated based on the current rates available for borrowings with
the similar maturity profile. The carrying amount of the long term borrowings at balance sheet date
approximates their fair value.
30. SEGMENTAL INFORMATION
For management purposes, the Group is organised into the following operating divisions:
-
Manufacturing, segregated into shoes, garments industry and food products.
Marketing and distribution of garments and electrical goods.
71
72
Net loss for the year
(1,817,849)
21,013,769
12,012,468
9,001,301
Garment
RM
Manufacturing
438,699
11,999,744
10,329,637
1,670,107
Food
RM
(4,264,360)
58,700,293
57,268,522
1,431,771
Marketing
and
Distribution
RM
These notes form part of the financial statements.
247,945
10,761,534
Total Revenue
Results
Segment results
Finance costs
Taxation
Minority interest
10,463,829
297,705
Shoes
RM
Revenue
Revenue from external customers
Inter segment revenue
GROUP
2003
The comparatives of segmental information have been restated to conform with current year’s presentation.
30. SEGMENTAL INFORMATION (Cont’d)
5,529,697
9,993,415
779,624
9,213,791
Other
operations
RM
(7,976,408)
(21,614,675)
–
(21,614,675)
Elimination
RM
(8,737,441)
(7,842,276)
(1,385,467)
415,006
75,296
90,854,080
90,854,080
–
Consolidated
RM
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
Non-cash expenses:
Depreciation of property, plant and equipment
Allowance for specific doubtful debts
Inventories written off
Amortisation of intangible assets
Amortisation of negative goodwill
Others
Capital expenditure
Total segment liabilities
Liabilities
Segment liabilities
Borrowings
Others
Assets
Segment assets
GROUP
2003
40,695,715
1,350,549
616,826
1,119,111
1,966,000
160,000
–
–
11,161,896
1,703,852
54,585
461,695
38,000
197,394
–
–
671,847
–
20,000
–
–
572,987
1,568,908
8,653,898
Food
RM
521,219
14,172
1,827,936
–
–
1,214,928
15,769,034
52,912,182
Marketing
and
Distribution
RM
These notes form part of the financial statements.
Garment
RM
Shoes
RM
Manufacturing
The comparatives of segmental information have been restated to conform with current year’s presentation. (Cont’d)
30. SEGMENTAL INFORMATION (Cont’d)
201,128
–
–
–
–
399
1,929,491
18,673,426
Other
operations
RM
2,975,000
2,018,172
2,205,330
546,258
(100,187)
2,459,725
45,461,094
22,321,834
18,960,286
4,178,974
132,097,117
Consolidated
RM
30 June 2003
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
–
–
–
546,258
(100,187)
–
–
–
Elimination
RM
Notes to the Financial Statements
73
74
Net profit for the year
(1,941,112)
17,027,477
10,766,207
6,261,270
Garment
RM
524,934
5,495,870
5,036,268
459,602
Food
RM
1,505,301
42,525,873
39,941,301
2,584,572
Marketing
and
Distribution
RM
These notes form part of the financial statements.
825,140
11,128,182
Total Revenue
Results
Segment results
Finance costs
Taxation
Minority interest
11,128,182
–
Shoes
RM
Revenue
Revenue from external customers
Inter segment revenue
GROUP
2002
Manufacturing
The comparatives of segmental information have been restated to conform with current year’s presentation. (Cont’d)
30. SEGMENTAL INFORMATION (Cont’d)
806,270
2,429,499
100,328
2,329,171
Other
operations
RM
1,552,812
(11,634,615)
–
(11,634,615)
Elimination
RM
1,146,901
3,273,345
(918,298)
(1,072,098)
(136,048)
66,972,286
66,972,286
–
Consolidated
RM
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
Non-cash expenses:
Depreciation of property, plant and equipment
Allowance for specific doubtful debts
Amortisation of intangible assets
Amortisation of negative goodwill
Others
Capital expenditure
Total segment liabilities
Liabilities
Segment liabilities
Borrowings
Others
Assets
Segment assets
GROUP
2002
41,343,894
1,179,987
76,758
1,044,689
–
–
–
11,310,239
1,107,734
1,012,807
448,805
5,670
–
–
442,324
12,000
–
–
93,258
874,338
8,813,898
Food
RM
638,332
231,383
–
–
208,431
4,195,405
38,765,632
Marketing
and
Distribution
RM
These notes form part of the financial statements.
Garment
RM
Shoes
RM
Manufacturing
The comparatives of segmental information have been restated to conform with current year’s presentation. (Cont’d)
30. SEGMENTAL INFORMATION (Cont’d)
180,298
–
–
–
239
1,065,219
22,885,510
Other
operations
RM
2,754,448
249,053
546,258
(100,187)
1,391,493
25,987,658
8,422,683
13,210,507
4,354,468
123,119,173
Consolidated
RM
30 June 2003
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
–
–
546,258
(100,187)
–
–
–
Elimination
RM
Notes to the Financial Statements
75
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
30 June 2003
30. SEGMENTAL INFORMATION (Cont’d)
Segment revenue and results include transfer between business segments. Such transfers are accounted for at
agreed terms and prices. These transfers are eliminated on consolidation.
The Group’s businesses were predominantly carried out in Malaysia and therefore information by geographical
segment is not applicable.
31. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a)
The proposed acquisition of Crocodile Sdn. Bhd. and Spark Manshop Holdings Sdn. Bhd. were aborted.
(b)
On 16 December 2002, the shareholders of the Company have approved the proposed Executives’ Share
Option Scheme (‘ESOS’) and the proposed increase in authorised share capital of the Company.
The effective date of the ESOS is 1 July 2003.
(c)
On 28 June 2002, the Company entered into a Management Agreement with Ocean Capital Berhad (‘Ocean’),
a company listed on the Second Board of the Kuala Lumpur Stock Exchange for a period of 1 year. Pursuant
to the agreement, the Company provides consultation advisory management and supervisory services to
Ocean for a monthly management fee of RM60,000 and is entitled to an incentive fees of 10% of the profit
before tax of Ocean.
(d)
On 27 January 2003, the Company had entered into a Sale and Purchase Agreement with Hagemeyer Marketing
Services Sdn. Bhd. and Hagemeyer (Malaysia) Sdn. Bhd. to acquire the business units at a total purchase
consideration of RM3,662,012.
The acquisition was completed during the financial year.
(e)
On 14 February 2003, the Company had entered into a Sale and Purchase Agreement with Hagemeyer
(Singapore) Private Limited (“Hagemeyer”) to purchase the business unit in the Republic of Singapore at
total consideration of RM1,839,082.
The acquisition was completed during the financial year.
76
(f)
On 11 March 2003, Amtek International Sdn. Bhd., a wholly-owned subsidiary of the Company purchased two
(2) ordinary shares of RM1.00 each in the capital of Amtek Duty Free Sdn. Bhd. (formerly known as Percikan
Murni Sdn. Bhd.) representing its entire issued and paid-up capital for a cash consideration of RM2.00.
(g)
On 11 March 2003, the Company purchased the two (2) ordinary shares of RM1.00 each in the capital of the
following companies representing entire issued and paid-up capitals of the companies for cash consideration
of RM2.00 each.
-
Amtek Distributors Sdn. Bhd. (formerly known as Unigold Freeway Sdn. Bhd.)
Amtek Marketing Services Sdn. Bhd. (formerly known as Efficient Series Sdn. Bhd.)
Amtek Realty Sdn. Bhd. (formerly known as Victories Phase Sdn. Bhd.)
These notes form part of the financial statements.
30 June 2003
30. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (Cont’d)
(h)
On April 2003, Amtek Realty Sdn. Bhd., a wholly-owned subsidiary of the Company entered into a sales and
purchase agreement with Polyrak Molding (Malaysia) Sdn. Bhd. to acquire a leasehold land and building for
a total cash consideration of RM18,200,000 (“the Proposed Acquisition”).
As at the date of this report, the acquisition has not been completed.
(i)
On 27 June 2003, the Company purchased two (2) ordinary shares of RM1.00 each in the capital of Amtek
Food Sdn. Bhd., representing its entire issued and paid-up capital for a cash consideration of RM2.00.
(j)
On 27 June 2003, the Company entered into a sale and purchase agreement to acquire 51% in Angliss Foods
Sdn. Bhd. (‘AFSB’) for a total cash purchase consideration of RM3,619,151.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Notes to the Financial Statements
On 15 October 2003, the proposed acquisition of AFSB was aborted.
77
These notes form part of the financial statements.
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Financial Highlights
GROUP - Year Ended 30 June
1999
RM’000
2000
RM’000
2001
RM’000
2002
RM’000
2003
RM’000
58,130
56,601
65,365
66,972
90,854
(Loss)/Profit Before Tax
3,097
6,087
6,144
2,355
(9,228)
(Loss)/Profit After Tax
2,788
5,578
4,029
1,283
(8,813)
Shareholders’ Equity
83,680
88,972
92,765
98,195
89,314
Net Tangible Assets
72,290
78,006
82,468
90,848
82,413
6
13
9
3
Revenue
Earnings Per Share (Sen)
REVENUE
(RM'000)
(22)
2003
2002
2001
2000
1999
0
(LOSS)/PROFIT
BEFORE TAX
(RM'000)
20,000
40,000
60,000
80,000
100,000
2003
2002
2001
2000
1999
(10,000) (8,000) (6,000) (4,000) (2,000)
78
(LOSS)/PROFIT
AFTER TAX
(RM'000)
0
2,000
4,000
6,000
8,000
2003
2002
2001
2000
1999
(10,000) (8,000)
NET TANGIBLE
ASSETS
(RM'000)
(6,000)
(4,000)
(2,000)
0
2,000
4,000
6,000
2003
2002
2001
2000
1999
0
20,000
40,000
60,000
80,000
100,000
As at 31 October 2003
ANALYSIS OF SHAREHOLDINGS
Size of Holdings
1 100 1,001 10,001 100,001 1,999,950 &
99
1,000
10,000
100,000
1,999,949*
ABOVE**
Total
No. of Holders
Malaysian
Foreign
No. of Shares
Malaysian
Foreign
%
Malaysian
Foreign
1
608
555
68
24
2
0
3
14
3
2
0
50
604,200
2,222,350
1,796,500
15,867,900
18,948,000
0
3,000
54,000
113,000
390,000
0
0.00
1.51
5.56
4.49
39.67
47.37
0.00
0.01
0.14
0.28
0.98
0.00
1,258
22
39,439,000
560,000
98.60
1.40
Shareholdings
%
11,041,000
27.60
7,907,000
19.77
1,999,000
5.00
1,999,000
5.00
1,999,000
5.00
1,900,000
1,065,000
4.75
2.66
1,000,000
786,000
2.50
1.97
690,000
1.73
679,000
600,000
1.70
1.50
500,000
300,000
1.25
0.75
275,000
258,000
0.69
0.65
254,900
0.64
250,000
237,000
220,000
0.63
0.59
0.55
Remark: * Less than 5% of issued shares
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statistics of Shareholdings
** 5% and above of issued shares
LIST OF TOP 30 SHAREHOLDERS
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Perdana Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Rintitan Jaya Sdn Bhd)
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Megaplace Sdn Bhd)
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Silauan Mentari Sdn Bhd)
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Tangkas Minda Sdn Bhd)
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Tugu Kristal Sdn Bhd)
S P Setia Management Services Sdn Bhd
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Rintitan Jaya Sdn Bhd)
Seaport Terminal (Johore) Sdn Bhd
RHB Capital Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for AA Anthony Securities Sdn Bhd)
JB Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Rintitan Jaya Sdn Bhd)
SH Mohd Nasimuddin Kamal bin SH Md Amin
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Mercu Junjungan Sdn Bhd)
Effective Strategy Sdn Bhd
Citicorp Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Suriani Abdul Aziz)
Ismail bin Hamzah
Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for AA Anthony Securities Sdn Bhd)
Amfinance Berhad
(Pledged Securities Account for Syed Hussin bin Shaikh Al-Junid (SMART)
Abdul Rahim bin Abdul Razak
Tan Ah Leng
Amfinance Berhad
(Pledged Securities Account for Norliyah binti Jaafar (SMART)
79
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Statistics of Shareholdings
As at 31 October 2003
LIST OF TOP 30 SHAREHOLDERS (Cont’d)
Name
21. DB (Malaysia) Nominee (Asing) Sdn Bhd
(BNP Paribas Nominees Singapore Pte. Ltd. for Lee Poh Thoe)
22. Nurulhaini binti Rosli
23. Cimsec Nominees (Asing) Sdn Bhd
(CIMB for Maimoon Omar & Moonyra Baharuddin (PB)
24. Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Identiti Geliga Sdn Bhd)
25. Chiam Ah Lye
26. Citicorp Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Tan King Tai @ Tan Khoon Hai)
27. Bukhary Holdings Sdn Bhd
28. Ooi Chan Huat
29. RHB Capital Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Lee Fook Kheun)
30. Mohamed Ebrahim bin Haja Mohideen
Total
Shareholdings
%
201,000
0.50
200,000
189,000
0.50
0.47
150,000
0.38
138,000
126,000
0.35
0.32
122,000
120,000
94,000
0.31
0.30
0.24
81,000
0.20
35,380,900
88.50
Shareholdings
%
11,041,000
27.60
7,907,000
19.77
SHAREHOLDERS WITH HOLDINGS OF 5% AND ABOVE
Name
1.
2.
Perdana Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Rintitan Jaya Sdn Bhd)
Cimsec Nominees (Tempatan) Sdn Bhd
(Pengurusan Danaharta Nasional Berhad for Megaplace Sdn Bhd)
DIRECTORS’ SHAREHOLDINGS
80
1.
2.
3.
4.
5.
6.
7.
Name
Direct
%
Indirect
%
Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
Y. Bhg. Dato’ Noor Ahmad Mokhtar bin Haniff
Mr David Lai Kim Hean
Tuan Syed Azmin bin Syed Nor
Encik Mohd Qari bin Ahmad
Encik Bahar bin Ahmad
Encik Khalid bin Sufat
–
10,000
–
10,000
10,000
–
–
–
0.03
–
0.03
0.03
–
–
300,0001
–
–
7,907,0002
–
–
–
0.75
–
–
19.77
–
–
–
Notes:
Deemed interest by virtue of his shareholding through Suriani bt Abdul Aziz pursuant to Section 6A of the Act.
2
Deemed interest by virtue of his substantial shareholdings in Megaplace Sdn. Bhd. pursuant to Section 6A of the Act.
1
As at 30 June 2003
Address
Date of
Acquisition
Tenure
Land Area
(Sq. M)
Description
and Existing
Use
Approximate
Age of
Building
(Years)
NBV as at
30.06.2003
RM’000
No. 12, Lebuh Sultan
Hishamuddin 2
Kawasan 20
Kawasan Perindustrian
Selat Kelang Utara
42000 Pelabuhan Kelang
Selangor
28/04/86
99 years
Leasehold Land
(Expiring on
9/6/2086)
7,214.01
2-storey
industrial building
housing the shoes
manufacturing
segment
of the Group
12
2,941
No. 520
Lorong Perusahaan 10C
Kawasan Perusahaan Perai
13600 Perai, Pulau Pinang
21/10/93
60 years
Leasehold Land
(Expiring on
7/11/2049)
4,663.40
Industrial building
housing the jeans
chemical
treatment and
washing facilities
12
2,095
A2-10-8 (Angsana)
Bukit OUG - Surian Wangi
Condominium
Kuala Lumpur
20/09/93
Freehold Land
136.1
Under construction
N/A
176
7/7/94
Freehold Land
433.77
Storage facilities
for manufacturing
arm in Penang
7
664
Plot No. K49
4, Solok Sg. Pinang 5
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Canteen
9
119
Plot No. K50
2, Solok Sg. Pinang 5
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
216.33
Double-storey
shop lot
Factory & Office
9
268
Plot No. K51
1, Solok Sg. Pinang 5
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
216.33
Double-storey
shop lot
Factory & Office
9
268
Plot No. K52
3, Solok Sg. Pinang 5
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Office
9
148
Plot No. K53
5, Solok Sg. Pinang 5
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Office
9
148
Kompleks Adoma Gold
Jalan Brick Kiln
Lot No. 492, Section 10
Town of Georgetown
North East District
of Penang
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
List of Properties
81
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
List of Properties
As at 30 June 2003
Address
Tenure
Land Area
(Sq. M)
Approximate
Age of
Building
(Years)
NBV as at
30.06.2003
RM’000
Plot No. K54
7, Solok Sg. Pinang 6
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Store
9
148
Plot No. K55
9, Solok Sg. Pinang 6
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Office
9
148
Plot No. K56
11, Solok Sg. Pinang 6
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Office
9
148
Plot No. K57
11-A, Solok Sg. Pinang 6
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Office
9
148
Plot No. K58
15, Solok Sg. Pinang 6
13/10/92
99 years
Leasehold Land
(Expiring on
26/6/2091)
122.61
Double-storey
shop lot
Factory & Store
9
148
6/6/94
Freehold Land
6,968
Vacant Land
N/A
2,157
28/07/95
99 years
Leasehold Land
(Expiring on
20/3/2085)
1,512
11/2 Semi-detached
Building
Warehouse & Office
6
1,743
Plot No. 129, 130 & 129A
Taman Nagasari Phase 3b
Seberang Perai
Pulau Pinang
8/7/97
Freehold Land
1,765
Double storey
Building
Factory & Office
6
2,659
Lot PT9 and PT10
Seksyen 24
Shah Alam, Selangor
8/1/01
99 years
Leasehold
(Expiring on
25/11/2095)
3,087
2 units 11/2 storey
Semi-detached
Factory and Office
plus Cold Room
8
2,503
Lot No. 112
HICOM Glenmarie
Industrial Park
(Phase 3)
82
Date of
Acquisition
Description
and Existing
Use
Lot 23/A1
Semi-detached Factory
Desa Tun Razak II
Industrial Park
Cheras, Kuala Lumpur
Amtek Holdings Berhad Company No.: 125863-K
(Incorporated in Malaysia) and its subsidiary companies
Proxy Form
No. of Shares Held
I/We ...........................................................................................................................................................................
(please use block letters)
of ..............................................................................................................................................................................
(full address)
being a Member/Members of AMTEK HOLDINGS BERHAD, hereby appoint ...........................................................................
........................................................................................................................................................................................................
of ..............................................................................................................................................................................
or failing him/her .....................................................................................................................................................
of ..............................................................................................................................................................................
as my/our proxy to vote for me/us and on my/our behalf at the 19th Annual General Meeting to be held at No. 8-10 Lorong
Nagasari 26, Taman Nagasari, 13600 Perai, Pulau Pinang on Tuesday, 16th December 2003 at 11.00 a.m. or any adjournment
thereof in the manner indicated below in respect of the following Resolutions:
No.
Ordinary Resolution
1
To receive and adopt the Audited Financial Statements for the year ended
30 June 2003 and the Report of the Directors and Auditors thereon
2
To approve the payment of Directors’ fees for the year ended 30 June 2003
3
To re-elect the retiring Directors, under Article 102 of the Company’s Articles
of Association: - Y. Bhg. Tan Sri Datuk Abdul Aziz bin Ismail
4
5
For
Against
- Encik Bahar bin Ahmad
To re-appoint Messrs Peter Chong & Co. as Auditors and authorise the
Directors to fix their remuneration
Please indicate with a (x) whether you wish your votes to be cast for or against the Resolutions. In the absence of specific
directions, your proxy will vote or abstain as he/she thinks fit.
✃
Dated this .................. day of .............................. 2003
........................................................................
Signature/Seal of Shareholder
Notes:
1.
A member of the Company who is entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and
vote in his stead. A proxy need not be a member of the Company.
2.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized in
writing or if the appointor is a corporation either under common seal or under the hand of an officer or attorney duly
authorised.
3.
The instrument appointing a proxy must be deposited at the registered office of the Company at No. 8-10 Lorong Nagasari
26, Taman Nagasari, 13600 Perai, Pulau Pinang not less than 48 hours before the time set for holding the meeting or any
adjournment thereof.
Fold here / Lipat di sini
STAMP
To,
The Company Secretary
AMTEK HOLDINGS BERHAD (125863-K)
8-10 Lorong Nagasari 26,
Taman Nagasari,
13600 Perai, Pulau Pinang.
Fold here / Lipat di sini