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The directors have pleasure in presenting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 31st December 2002.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management consultancy services.
The principal activities of its subsidiary companies are disclosed in Note 5 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
FINANCIAL RESULTS
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Group
RM |
Company
RM |
| Net profit for the financial year |
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DIVIDENDS
No dividend has been paid or declared by the Company since the end of the previous financial year.
The directors do not recommend the payment of any dividend 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 other than those disclosed in the financial statements.
BAD AND DOUBTFUL DEBTS
Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ascertain that 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.
At the date of this report, the directors are not aware of any circumstances, which would render the amount written off for bad debts, or the amount of allowance for doubtful debts, in the financial statements of the Group and of the Company inadequate to any substantial extent.
CURRENT ASSETS
Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ensure that any current assets, which were unlikely to realise their value in the ordinary course of business as shown in the accounting records of the Group and of the Company, have been written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances, which would render the values attributed to the current assets in the financial statements misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report, there does not exist:
(a)any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liability of any other person; or
(b)any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements, which would render any amounts stated in the financial statements misleading.
ITEMS OF AN UNUSUAL NATURE
In the opinion of the directors,
(a) other than the impact of the change in accounting policy stated in Note 30 to the financial statements, the results of the operations of the Group and of the Company for the financial year ended 31st December 2003 were not, substantially affected by any item, transaction or event of a material and unusual nature.
(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 the operations of the Group and of the Company for the financial year ended 31st December 2003.
ISSUE OF SHARES AND DEBENTURES
During the financial year,
(a) 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.
(b) the issued and paid-up capital of the Company was increased from RM28,000,000 to RM42,725,000 via:
(i) a bonus issue of 14,000,000 new ordinary shares on the basis of one (1) new ordinary share for every two (2)existing shares in the Company, and
(ii) the issuance of 725,000 ordinary shares of RM1.00 arising from the exercise of 725,000 warrants.
The new shares rank pari passu with the then existing ordinary shares.
The Company has not issued any debentures during the financial year.
WARRANTS
The Company, issued 14,000,000 warrants at no cost to the entitled shareholders of the Company, other than the guarantors and person connected to guarantors, to release the guarantors’ obligations under the Profit Guarantee and Stakeholder Agreement that had been completed on 19th November 2002. During the financial year, the guarantors offered to buy back the warrants at 59 sen each and have bought back 725,000 warrants from the entitled shareholders. On 26th December 2003, the entire 725,000 warrants had been exercised by the guarantors.
The main features of the warrants, are as follows:
(a) Each warrant will entitle its registered holder during the exercise period of 10 years expiring on 27th November 2012 to subscribe for one (1) new ordinary share at the exercise price, which has been fixed at RM1.00 each. Warrants not exercised during the exercise period will thereafter lapse and cease to be valid.
(b) The new ordinary shares of RM1.00 each to be issued pursuant to the exercise of the warrants will rank pari passu in all respects with the existing issued ordinary shares of the Company.
The movements of the warrants are disclosed in Note 13 to the financial statements.
EMPLOYEES’ SHARE OPTION SCHEME
The Company’s Employees’ Share Option Scheme ("ESOS") was approved by the shareholders at the Extraordinary General Meeting held on 30th June 2003 and became effective on 17th October 2003 for a period of 5 years.
The details of the ESOS are set out in Note 13 to the financial statements.
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list of option holders and their holdings except for the employees who have been granted with 100,000 options or more during the financial year.
As at 31st December 2003, the Company has not granted any ESOS to its eligible employees.
DIRECTORS OF THE COMPANY
The directors who have held office since the date of the last report are:
Yeoh Chong Teng
Yeoh Gar Beng
Loke Siew Kim @ Loke Lay Kim
Yeoh Eng Hoe
Haji Jamal Mohamed bin Haji A.M. Sickander
Abd. Rashid bin V.K. Abd. Majid
Cheah Kean Guan
Yeoh Han Chye (resigned on 31.12.2003)
Kwek Soak Eng (resigned on 31.12.2003)
Tuan Haji Jamal Mohamed bin Haji A.M. Sickander, retires at the annual general meeting in accordance with Section 129 of the Companies Act, 1965, and being eligible, offers himself for re-election.
In accordance with Article 101 of the Company’s Articles of Association, Mr. Yeoh Gar Beng retires by rotation and being eligible, offers himself for re-election.
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 directors’ remuneration as disclosed in the financial statements) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest other than those disclosed in Note 21 to the financial statements.
During and at the end of the financial year, no arrangements subsisted to which the Company or a related corporation was a party, whereby directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
DIRECTORS' INTEREST
According to the register of directors' shareholdings, the interest of directors in office at the end of the financial year in shares of the Company and its related corporations were as follows:-
| Shareholdings in the Company |
Number of ordinary shares of RM1 each |
|
Balance at
1.1.2003 |
Bonus
Issue |
Warrants
excercised |
Bought |
Sold |
Balance at
31.12.2003 |
| Direct |
|
|
|
|
|
|
| Yeoh Chong Teng |
810,000 |
405,000 |
- |
- |
- |
1,215,000 |
| Yeoh Eng Hoe |
215,000 |
107,500 |
- |
- |
- |
322,500 |
| |
|
|
|
|
|
|
| Indirect |
|
|
|
|
|
|
| Yeoh Chong Teng |
12,910,000 |
6,455,000 |
725,000 |
- |
- |
20,090,000 |
| Loke Siew Kim @ Loke Lay Kim |
13,410,000 |
6,705,000 |
725,000 |
- |
- |
20,840,000 |
| Yeoh Gar Beng |
13,410,000 |
6,705,000 |
725,000 |
- |
- |
20,840,000 |
|
Indirect interest in warrants |
Number of warrants |
|
Balance at
1.1.2003 |
Bought |
Sold |
Balance at
31.12.2003 |
| Direct |
|
|
|
|
| Yeoh Chong Teng |
|
725,000 |
|
- |
| Loke Siew Kim @ Loke Lay Kim |
|
|
|
- |
| Yeoh Gar Beng |
|
|
|
- |
By virtue of their interest in shares of the Company, Messrs. Yeoh Chong Teng, Loke Siew Kim @ Loke Lay Kim and Yeoh Gar Beng are also deemed to be interested in the shares of all the 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/warrants of the Company and its related corporations during the financial year.
AUDITORS
The auditors, Messrs. Peter Chong & Co., Chartered Accountants, have indicated their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors
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Yeoh Chong Teng
Director
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Yeoh Gar Beng
Director
Georgetown, Penang
Dated: 26 April 2004
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Company
