WTK Annual Report
WTK Annual Report
WTK Annual Report
contents
Corporate Information page 2
Form of Proxy
corporate information
Board of Directors
Mr. Wong Kie Chie
Non-Independent Non-Executive Director
Audit Committee
Share Registrar
Registered Office
Remuneration Committee
Lt. General Datuk Seri
Panglima Abdul Manap
Ibrahim (rtd)
Chairman
Pemanca Datuk Wong Kie Yik
Member
Ms. Tham Sau Kien
Member
Nomination Committee
Lt. General Datuk Seri
Panglima Abdul Manap
Ibrahim (rtd)
Chairman
Pemanca Datuk Wong Kie Yik
Member
Ms. Tham Sau Kien
Member
Company Secretary
Principal Bankers
HSBC Bank Malaysia Berhad
RHB Bank Berhad
Citibank Berhad
OCBC Bank (Malaysia) Berhad
Stock Exchange Listing
Main Market of
Bursa Malaysia Securities Berhad
Listed on 2 May 1972
Stock Code: 4243
Stock Name: WTK
Sector: Industrial Product
Place and Date of
Incorporation
and Domicile
Incorporated in Malaysia on
25 November 1970
directors' profile
W T K Holdings Berhad
Direct
Indirect
10,144,160
2.33
140,399,406
32.29
By virtue of his interest (direct or otherwise) in the shares of WTK, he is deemed to be interested in the shares
of all the subsidiaries of the Company to the extent the Company has an interest.
Pemanca Datuk Wong Kie Yik is the father of Mr. Patrick Wong Haw Yeong, a Non-Executive Director of
the Company. He is also a brother of Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer
and Mr. Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the
Company.
He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note
32 to the financial statements.
He has had no conviction for any offences within the past ten (10) years.
Pemanca Datuk Wong Kie Yik has attended all the five (5) Board of Directors meetings and Audit Committee
meetings held during the financial year.
directors' profile
cont'd
directors' profile
cont'd
17,403,314
Indirect
4.00
141,191,988
%
32.48
By virtue of his interest (direct or otherwise) in the shares of WTK, he is deemed to be interested in the shares
of all the subsidiaries of the Company to the extent the Company has an interest.
Datuk Wong Kie Nai is a brother of Pemanca Datuk Wong Kie Yik, the Chairman of the Board of Directors
and Mr. Wong Kie Chie, a Non-Executive Director, both of whom are also substantial shareholders of the
Company. He is also an uncle of Mr. Patrick Wong Haw Yeong, a Non-Executive Director of the Company.
He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note
32 to the financial statements.
He has had no conviction for any offences within the past ten (10) years.
Datuk Wong Kie Nai has attended all the five (5) Board of Directors meetings held during the financial year.
directors' profile
cont'd
W T K Holdings Berhad
Direct
Indirect
13,117,524
3.02
140,399,406
32.29
By virtue of his interest (direct or otherwise) in the shares of WTK, he is deemed to be interested in the shares
of all the subsidiaries of the Company to the extent the Company has an interest.
Mr. Wong Kie Chie is a brother of Pemanca Datuk Wong Kie Yik, the Chairman of the Board of Directors
and Datuk Wong Kie Nai, an Executive Director/Chief Executive Officer, both of whom are substantial
shareholders of the Company. He is also an uncle of Mr. Patrick Wong Haw Yeong, a Non-Executive Director
of the Company.
He does not have any conflict of interest with WTK save and except for the transaction(s) disclosed in Note
32 to the financial statements.
He has had no conviction for any offences within the past ten (10) years.
Mr. Wong Kie Chie has attended four (4) out of five (5) Board of Directors meetings held during the financial
year. He extended his apology for the meeting of which he did not attend.
directors' profile
cont'd
directors' profile
cont'd
corporate structure
W T K HOLDINGS BERHAD
(10141-M)
timber
division
oil palm/forest
plantations
division
foil
division
tapes
division
property
division
rubber
product
division
Associate Company
directors' statement on
corporate governance
10
11
directors' statement on
corporate governance
cont'd
BOARD MEETINGS
The Board meets on a quarterly basis with additional meetings convened as and when necessary with due notice
given for all scheduled meetings. During the financial year ended 31 December 2010, the Board met a total of
five (5) times. Details of Directors attendance are as follows:
NUMBER OF
MEETINGS
ATTENDED
DIRECTORS
Pemanca Datuk Wong Kie Yik
5/5
5/5
4/5
5/5
5/5
4/5
SUPPLY OF INFORMATION
The Directors have full access to all information pertaining to the Groups business and affairs, whether as a full
Board or in their individual capacity, to enable them to discharge their duties. All Directors receive the agenda
together with a full set of Board papers containing information relevant to the business of the meeting on a
timely basis.
All Directors have full access to the advice and services of the Company Secretary who ensure that Board
procedures are adhered to at all times during meetings and advise the Board on matters including corporate
governance issues and Directors responsibilities in complying with relevant legislation and regulations. The
Directors may obtain independent advices, where necessary, in furtherance of their duties in accordance with
prescribed procedures, at the Groups expense.
APPOINTMENTS TO THE BOARD
The Nomination Committee established by the Board is made up entirely of Non-Executive Directors,
namely:
Chairman
Members
directors' statement on
corporate governance
12
The primary responsibility of the Nomination Committee is to assist the Board on the following functions:
assess and recommend new nominees for appointment to the Board and Board committees.
review on annual basis, the required mix of skills and experience and other qualities, including core
competencies which the Non-Executive Directors should bring to the Board.
assess on annual basis, the effectiveness of the Board as a whole, the committees of the Board and the
contribution of each individual Director.
Members
The primary responsibility of the Remuneration Committee is to review and make recommendation to the
Board on the remuneration packages of Executive Directors and key senior management officers of the
Company. It is nevertheless, the ultimate responsibility of the entire Board to approve the remuneration of
Executive Directors.
In respect of the Non-Executive Directors, the yearly proposal of directors fees and increments, if any, are
approved by the shareholders of the Company at the AGM. The Company reimburses reasonable expenses
incurred by the Directors in the course of their duties as Directors.
Details of Directors remuneration are provided in Note 10 of the financial statements in the Annual Report.
13
directors' statement on
corporate governance
cont'd
DIRECTORS TRAINING
The Directors are mindful that they should undergo continuous training in order to enhance their skills and
knowledge, including keeping abreast with new statutory and regulatory requirements.
During the financial year ended 31 December 2010, the Directors have undergone the following training
programmes:
DIRECTORS
PROGRAMME
INVESTOR RELATIONS
The Group recognises the need for clear and effective communications with the investing community. To this
end, the Company conducts dialogues and briefings with financial analysts, fund managers and institutional
investors to ensure that the investing public receives a balance and complete view of the Groups performance,
new developments and current issues faced by the business under the regional and global economic climate.
The Annual Report and quarterly reports served to communicate the Groups activities and financial performance
to its shareholders and the public.
The Company also maintains a website at www.wtkholdings.com through which shareholders and members
of the public in general can gain access to information about the Group and announcements made by the
Company.
ANNUAL GENERAL MEETING
The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities for
shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial Statements,
Corporate Developments in the Group, the resolutions being proposed and on business of the Group in
general at every AGM and Extraordinary General Meeting of the Company. Senior Officers and appropriate
advisers are also available to respond to shareholders questions during the meeting.
directors' statement on
corporate governance
14
cont'd
FINANCIAL REPORTING
In presenting the annual audited financial statements and quarterly announcements, the Directors aim to
present a balanced and understandable assessment of the Groups position and prospects to its shareholders
and other stakeholders.
The Audit Committee assists the Board in this matter by reviewing and recommending information for
disclosure.
INTERNAL CONTROLS
The Directors are mindful of their responsibilities in relation to the maintenance of a sound system of internal
controls which provides reasonable assessment and review of the Companys effectiveness to safeguard
shareholders investment and Groups assets. The Board is continuously reviewing the adequacy and integrity
of its system of internal controls.
A Statement on Internal Control is set out in the Annual Report.
RELATIONSHIP WITH THE AUDITORS
The relationship with the External Auditors is formally maintained through the Audit Committee as set out in
its terms of reference of the Audit Committee in the Annual Report.
ADDITIONAL COMPLIANCE INFORMATION
There were no material contracts entered into by the Company and its subsidiaries involving directors and
major shareholders interest which were still subsisting at the end of the financial year ended 31 December
2010 or which were entered into since the end of the previous financial year.
The amount of non-audit fees incurred for services rendered to the Group for the financial year ended
31 December 2010 by the auditors, or firms or companies affiliated to the auditors was approximately
RM245,000.
15
Constitution
The Audit Committee was formed pursuant to a resolution passed on 20 September 1993 by the
Board of Directors.
ii.
Objectives
It is the objective of the Audit Committee to assure the shareholders of the Company that the Group
has complied with applicable Approved Accounting Standards in Malaysia and the Listing Requirements
of Bursa Malaysia Securities Berhad. The Audit Committee will endeavour to adopt certain practices
aimed at maintaining appropriate standards of responsibility, integrity and accountability to all
shareholders of the Company. With this, the Audit Committee will review, evaluate and satisfy itself
that the Management Committee, assisted by the internal audit team and risk management committee
team, has exercised its role and carried out its function effectively to:
a.
maintain a sound system of internal control to safeguard shareholders investment and company
assets;
b.
assist the Board as a whole in setting appropriate policies and procedures to review the adequacy
and integrity of the Groups system of internal control and management information systems
including system for compliance with applicable laws, rules, directives and guidelines; and
c.
identify principal risks and ensure the implementation of appropriate internal control systems to
manage these affected risks.
iii. Membership
The Audit Committee shall be appointed by the Board of Directors from among their numbers and
shall comprise of not fewer than three (3) members, all of whom shall be non-executive directors. The
majority of the Audit Committee members shall be independent directors.
At least one (1) member of the Audit Committee:
a.
b.
if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3)
years working experience and:
he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants
Act 1967; or
he must be a member of one of the associations of accountants specified in Part II of the 1st
Schedule of the Accountants Act 1967; or
16
cont'd
c.
The members of the Audit Committee shall elect a chairman from among their numbers who shall be
an independent non-executive director. The chairman elected shall be subject to endorsement by the
Board.
If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member
resulting in the number of members reducing 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. No alternate director shall be appointed as a member of
the Audit Committee.
iv.
Functions
The duties of the Audit Committee shall be:
a.
To review the quarterly results and year-end financial statements of the Company and the Group,
and to recommend the same to the Board for approval whilst ensuring that they are prepared in a
timely and accurate manner complying with all applicable accounting and regulatory requirements
and are promptly published;
b.
To recommend the appointment or re-appointment of the external auditors, the audit fee and any
questions of resignation or dismissal;
c.
d. To review the adequacy of the scope, functions, competency and resources of the internal audit
function, and that it has the necessary authority to carry out its work;
e.
To review the internal audit programme, processes, the results of the internal audit programme,
processes or investigation undertaken and whether or not appropriate action is taken on the
recommendation of the internal audit function;
f.
To review any appraisal or assessment of the performance of members of the internal audit
function, approve any appointment or termination of senior staff members of the internal
audit function, be informed of any resignation of internal audit staff members and provide the
resigning staff member an opportunity to submit his reasons for resigning;
g.
h. To review with the external and internal auditors whether the employees of the Group have given
them appropriate assistance to discharge their duties;
17
v.
i.
To review any related party transactions and conflict of interest situation that may arise within
the Company or the Group including any transaction, procedure or course of conduct that raises
questions of management integrity; and
j.
Any other functions as may be agreed by the Audit Committee and the Board of Directors or as
directed by the Board of Directors.
Authority
The Audit Committee shall have the authority to:
a.
investigate any matter within its terms of reference and shall have full, free and unrestricted access
to all the Groups records, properties and personnel;
b.
c.
have direct communication channels with the external auditors and persons carrying out the
internal audit function or activity.
NUMBER OF MEETINGS
ATTENDED
5/5
5/5
5/5
18
cont'd
The Groups Chief Financial Officer and other members of the Senior Management were also invited
to attend these meetings. During the year under review, the Audit Committee carried out its duties in
accordance with its Terms of Reference as follows:
i.
To review the Group's quarterly unaudited financial results and announcement before recommending
them for the Board's approval;
ii.
To review the Group's year-end audited accounts and audit report on the financial statements as
presented by the External Auditors and recommend the same to the Board for approval;
iii. To review and update its Terms of Reference as and when necessary;
iv. To review the scope and results of works carried out by the Internal Auditors and on the state of
internal control of the Group;
v.
To discuss and review recurrent related party transactions entered into by the Group and the draft
proposal to seek shareholders' mandate pursuant to the Listing Requirements of Bursa Securities;
vi. To discuss with the External Auditors, the audit plan, audit procedures, approach and scope of the
audit; and
vii. To discuss with the External Auditors, the evaluation of the system of internal controls.
C. SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION DURING THE
FINANCIAL YEAR ENDED 31 DECEMBER 2010
The Internal Audit (IA) function is considered an integral part of the assurance framework within the
Group. The Groups Internal Audit Department (IAD) primary function is to assist the Audit Committee
in discharging its duties and responsibilities with regard to the regular review and / or appraisal of the
effectiveness of the internal control system, risk management and corporate governance processes within
the Group. The IAD provides independent assessments and objective assurance on the adequacy and
effectiveness of the risk management and internal control framework in all key business activities within
the Group.
The IA function was performed by the in-house Group Internal Audit Department.
For the financial year ended 31 December 2010, the IAD has performed regular audit assignments namely
financial, operational as well as compliance audits on subsidiary companies covering all major operating
areas. These were carried out in accordance with the annual audit plan or special ad-hoc audit at the request
of the Management Committee.
At every quarterly meeting of the Audit Committee during the financial year, Internal Audit Reports of the
Groups subsidiary companies were tabled and deliberated. In its undertaking of each audit, the Internal
Auditors reviewed the internal control system and performed relevant compliance and substantive risk
based audit procedures of the auditee company.
During the year under review, the IAD has also assisted the Audit Committee in conducting reviews on
the risk management process implemented by the Management Committee for identifying, evaluating and
monitoring significant risk exposures through the application of risk audit checklist methodology on a
regular basis.
The review will provide the Executive Management and the Audit Committee with an efficient and effective
level of audit coverage.
The cost incurred for maintaining the Groups in-house internal audit function for the financial year ended
31 December 2010 was approximately RM538,000 which included expenses.
19
directors statement
on internal control
directors statement
on internal control
20
cont'd
ASSURANCE FUNCTION
The Internal Audit Function provides the Board and the Audit Committee with the needed assurance regarding
the adequacy, integrity and effectiveness of the Groups system of internal control. Internal control reviews
are conducted regularly and systematically across the Group. Such review comprises of financial, operational,
information system as well as compliance engagement on the Groups operations with proper risk responses
for improvement to be implemented by operating management and annual audit plan approved by the Audit
Committee. These reviews are conducted in accordance with formally developed audit plans, which take into
account the risks factors identified during the risk assessment process. The results of these reviews are reported
quarterly to the Audit Committee.
Relevant control measures are implemented to address any control weaknesses identified during the course of
internal audits to enhance the integrity of the Groups system of internal controls.
The Management Committee is also responsible to the Board for ensuring proper internal control procedures
are in place at each business unit thus providing added assurance to the Board.
BOARD REVIEW
The Audit Committee reviews reports from the Internal Audit Function pertaining to internal audit reviews as
well as risk assessment reviews, and reports thereon to the Board to ensure that the level of risk to which the
Group is exposed has been appropriately managed. Such measures provide positive endeavour for the Board
to take continuous measures to put in place appropriate action plans to improve the system of internal control
and safeguard shareholders investments and the Groups assets.
This statement does not include the state of internal controls in jointly controlled entity and associate company,
which have not been dealt with as part of the Group.
The Board of Directors is pleased to disclose that the system of internal controls and risk management process
are appropriate to the Group's operations and there are no material losses incurred during the financial year as
a result of any weaknesses in internal control. Nevertheless, the process in identifying, evaluating and managing
the significant risks faced by the Group will be ongoing to meet any changing needs.
21
chairman's statement
DEAR SHAREHOLDERS,
On behalf of the Board of Directors, I am pleased to present the Annual
Report and Audited Financial Statements of the Group for the financial year
ended 31 December 2010.
FINANCIAL PERFORMANCE
The Group registered a turnover level of RM734
million, a 32% increase from RM555 million in 2009
which resulted to profit after tax of RM31 million
(2009: loss after tax of RM1 million). This is mainly
attributed by the timber division. As a result, the
Group recorded an earnings per share (EPS) of 7
sen from loss per share of 0.2 sen in 2009.
REVIEW OF OPERATIONS
Timber
The year in review saw a significant increase in
both turnover and net profits. On a year-on-year
basis, turnover and profit before tax increased by
approximately 38% and 1,020% respectively as
a result of an increase in both sales volume and
selling prices of timber products. Sales volume for
both logs and plywood increased by 19% and 39%
respectively, whilst average selling prices for both
products increased by 18% and 16% respectively.
The improved performance is mainly due to the
positive results of stimulus packages initiated
by major economies world-wide. Japan, a major
traditional timber market, on a year-on-year basis,
recorded improved machinery orders and housing
starts. Its 2010 real gross domestic product has also
expanded at an annual rate of 3.9%. These were the
results of the several stimulus packages introduced
by the government of Japan to create jobs and boost
consumer spending. Stimulus packages from other
major economies have also boosted Japans exports
to Asia and other key markets.
22
chairman's statement
cont'd
Non-Timber
"The Group
registered a
turnover level at
RM734 million,
a 32% increase
from RM555
million in 2009
which resulted to
prot after tax of
RM31 million".
23
chairman's statement
cont'd
24
chairman's statement
cont'd
DIVIDEND
During the year, the Company has paid a final
dividend of 6% less 25% Malaysian Income Tax for
the financial year ended 31 December 2009 on 12
August 2010 amounted to RM9,782,000.
At the forthcoming Annual General Meeting, a
final dividend, of 6% less 25% Malaysian Income
Tax on 438,013,388 ordinary shares, less shares
bought back and held as treasury shares amounting
to a dividend payable of RM9.782 million in
respect of the financial year ended 31 December
2010 (2.25 sen net per share) will be proposed for
shareholders approval.
APPRECIATION
On behalf of my fellow board members, I wish to
extend our appreciation to all employees for their
continued diligence and dedication in their work,
leading to a reasonable level of financial performance
for the year. I would also take this opportunity to
thank all our shareholders, regulators, customers and
suppliers for their continual support and confidence
in the Group.
25
financial
highlights
Turnover (RM000)
900,000
800,000
812,230
733,670
686,285 704,070
700,000
554,560
600,000
500,000
156,074
160,000
400,000
140,000
300,000
120,000
200,000
100,000
100,000
80,000
60,000
40,000
60,268
70,308
10
09
08
07
37,834
06
(restated)
20,000
0
20,000
(3,686)
10
09
08
07
06
(restated)
1,600,000
1,539,129
1,515,315
1,510,591
1,426,354
1,400,000
1,169,452
1,200,000
1,200,000
1,000,000
600,000
200,000
0
1,074,457
1,083,425
1,064,205
1,025,490
899,777
800,000
600,000
400,000
200,000
0
800,000
400,000
1,600,000
1,400,000
1,000,000
10
09
08
(restated) (restated)
07
06
(restated)
10
09
08
(restated) (restated)
07
06
(restated)
26
The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year
in accordance with the applicable Approved Accounting Standards in Malaysia and give a true and fair view of
the state of affairs of the Group and Company at the end of the financial year and of the results and cash flows
of the Group and Company for the financial year.
In preparing the financial statements, the Directors have:
The Directors are responsible for ensuring that the Company keeps accounting records, which discloses with
reasonable accuracy the financial position of the Group and Company and which enable them to ensure that
the financial statements comply with the Companies Act, 1965.
The Directors have overall responsibilities for taking the necessary steps to safeguard the assets of the Group
to prevent and detect fraud and other irregularities.
27
financial statements
Directors' Report page 28
28
directors' report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and
of the Company for the financial year ended 31 December 2010.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services.
The principal activities of the subsidiaries and an associate are described in Note 16 and Note 17 respectively, to the
financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
GROUP
RM000
COMPANY
RM000
30,682
(126)
Attributable to:
Owners of the parent
Minority interests
31,046
(364)
(126)
-
30,682
(126)
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in
the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature other than the
effects arising from the changes in accounting policies due to adoption of FRS 139 Financial Instruments: Recognition and
Measurement which has resulted in an increase in the Group's profit net of tax by RM967,000 as disclosed in Note 2.2
to the financial statements.
DIVIDENDS
The amount of dividends paid by the Company since 31 December 2009 were as follows:
In respect of the financial year ended 31 December 2009 as reported in the directors' report of that year:
RM000
Final dividend of 6% less 25% Malaysian Income Tax, on 434,762,388
ordinary shares of RM0.50 each, declared on 25 June 2010 and paid on 12 August
9,782
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2010,
of 6% less 25% Malaysian Income Tax on 434,742,388 ordinary shares, less shares bought back and held as treasury
shares amounting to a dividend payable of RM9,782 million (2.25 sen net per ordinary share) will be proposed for
shareholders' approval. The financial statements for the current financial year do not reflect this proposed dividend.
Such dividend, if approved by the shareholders, will be accounted for in shareholders' equity as an appropriation of
retained earnings in the financial year ending 31 December 2011.
29
directors' report
cont'd
DIRECTORS
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Datuk Wong Kie Yik
Lt. General Datuk Seri Panglima Abdul Manap bin Ibrahim (rtd)
Datuk Wong Kie Nai
Wong Kie Chie
Tham Sau Kien
Patrick Wong Haw Yeong
In accordance with Article 96 of the Company's Articles of Association, Patrick Wong Haw Yeong retire by rotation
from the Board at the forthcoming Annual General Meeting and, being eligible, offer himself for re-election.
Lt. General Datuk Seri Panglima Abdul Manap bin Ibrahim (rtd) and Datuk Wong Kie Yik retire pursuant to
Section 129(6) of the Companies Act, 1965 at the forthcoming Annual General Meeting and offer themselves for
re-appointment to hold office until the conclusion of the next Annual General Meeting of the Company.
DIRECTORS BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures
of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed
salary of a full-time employee of the Company as shown in Note 10 to the financial statements) by reason of a contract
made by the Company or a related corporation with any director or with a firm of which he is a member, or with a
company in which he has a substantial financial interest, except as disclosed in Note 32 to the financial statements.
DIRECTORS INTERESTS
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial year
in the shares of the Company and its related corporations during the financial year were as follows:
name of director
Direct Interest:
Datuk Wong Kie Yik
Datuk Wong Kie Nai
Wong Kie Chie
10,144,160
17,403,314
13,117,524
Indirect Interest:
Datuk Wong Kie Yik*
Datuk Wong Kie Nai#
Wong Kie Chie*
139,399,406
140,191,988
139,399,406
-
1,000,000
1,000,000
1,000,000
10,144,160
17,403,314
13,117,524
140,399,406
141,191,988
140,399,406
* Deemed interested through W T K Realty Sdn. Bhd., Harbour-View Realty Sdn. Bhd. and Ocarina Development
Sdn. Bhd. by virtue of Section 6A(4)(c) of the Companies Act, 1965.
# Deemed interested through W T K Realty Sdn. Bhd., Harbour-View Realty Sdn. Bhd. and Ocarina Development
Sdn. Bhd. by virtue of Section 6A(4)(c) of the Companies Act, 1965 and interests of spouse and children by virtue
of Section 134(12)(c) of the Companies Act, 1965.
directors' report
30
cont'd
Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making
of provision for doubtful debts and satisfied themselves that all known bad debts had been written off
and that adequate provision had been made for doubtful debts; and
(ii)
(b)
(c)
(d)
to ensure that any current assets which were unlikely to realise their values as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the provision for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; and
(ii)
the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
At the date of this report, the directors are not aware of any circumstances which have arisen which would
render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Group and of the Company which would render any amount stated in the
financial statements misleading.
31
directors' report
cont'd
(f)
any charge on the assets of the Group or of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii)
any contingent liability of the Group or of the Company which has arisen since the end of the financial
year other than disclosed in Note 34 to the financial statements.
no contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the
Group or of the Company to meet their obligations when they fall due; and
no item, transaction or event of a material and unusual nature has arisen in the interval between the end
of the financial year and the date of this report which is likely to affect substantially the results of the
operations of the Group or of the Company for the financial year in which this report is made.
Subsequent events
Details of subsequent events are disclosed in Note 41 to the financial statements.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 29 April 2011.
statement by directors
32
We, Datuk Wong Kie Yik and Lt. General Datuk Seri Panglima Abdul Manap bin Ibrahim (rtd), being two of the
directors of W T K Holdings Berhad, do hereby state that, in the opinion of the directors, the accompanying financial
statements set out on pages 35 to 119 are drawn up in accordance with Financial Reporting Standards and the
Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2010 and of their financial performance and cash flows for the year then ended.
The information set out in Note 42 for the financial statements have been prepared in accordance with the Guidance on
Special Matter No.1, Determination of Realised and Unrealised Profit or Losses in the Context of Disclosure Pursuant
to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants ("MIA
Guidance") and the directive of Bursa Malaysia Securities Berhad.
Signed on behalf of the Board in accordance with a resolution of the directors dated 29 April 2011.
statutory declaration
I, Ting Soon Eng, being the officer primarily responsible for the financial management of W T K Holdings Berhad,
do solemnly and sincerely declare that the accompanying financial statements set out on pages 35 to 119 are in my
opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
the abovenamed Ting Soon Eng at
Kuala Lumpur in the Federal Territory
on 29 April 2011.
Ting Soon Eng
Before me,
AHMAD B. LAYA
Commissioner for Oath
Kuala Lumpur, Malaysia
33
In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with
the provisions of the Act.
(b)
We have considered the financial statements and the auditors' report of the subsidiary of which we have not
acted as auditors, that is indicated in Note 16 to the financial statements, being financial statements that have
been included in the consolidated financial statements.
34
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation
of the consolidated financial statements and we have received satisfactory information and explanations
required by us for those purposes.
(d)
The auditors reports on the financial statements of the subsidiaries were not subject to any qualification and
did not include any comment required to be made under Section 174(3) of the Act.
Other matters
The supplementary information set out in Note 42 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad. The directors are responsible for the preparation of the supplementary information in accordance with
Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute
of Accountants ("MIA Guidance") and the directive of Bursa Malaysia Securities Berhad. In our opinion, the
supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive
of Bursa Malaysia Securities Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content
of this report.
35
NOTE
Revenue
Cost of sales
4
5
Gross profit
Other income
Other items of expense
Selling and distribution expenses
Administrative expenses
Finance costs
733,670
(619,102)
554,560
(492,741)
9,154
-
2,629
-
114,568
61,819
9,154
2,629
11,127
8,592
777
412
(51,495)
(27,579)
(9,450)
(38,956)
(24,554)
(10,309)
(9,447)
(467)
(2,672)
(2)
663
-
(356)
78
37,834
(7,152)
(3,686)
2,364
17
(143)
367
(79)
30,682
(1,322)
(126)
288
1,079
(449)
(729)
254
1,070
(449)
-
8
11
COMPANY
2010
2009
RM000
RM000
GROUP
2010
2009
RM000
RM000
(99)
254
621
30,583
(1,068)
495
288
31,046
(364)
(720)
(602)
(126)
-
288
-
30,682
(1,322)
(126)
288
30,947
(364)
(466)
(602)
495
-
288
-
30,583
(1,068)
495
288
7.1
(0.2)
2.25
2.25
12
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
36
GROUP
COMPANY
As at
2009
1.1.2009
2010
(restated) (restated)
2010
2009
NOTE RM000
RM'000
RM'000
RM'000
RM'000
Assets
Non-current assets
Property, plant and equipment
Prepaid land lease payments
Investment properties
Investments in subsidiaries
Investment in an associate
Investment in a jointly controlled entity
Investment securities
Intangible assets
Biological assets
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Tax recoverable
Cash and bank balances
Note
13
14
15
16
17
18
19
20
21
22
23
24
25
Total assets
661,915
43,781
15,219
9,359
2,741
4,183
99,039
144,159
50
648,040
44,888
15,414
8,696
3,041
6,142
99,758
93,601
204
630,873
45,995
15,608
9,131
3,213
7,260
100,661
55,689
-
1,494
424,460
1,729
3,914
-
1,584
358,208
1,729
4,410
-
980,446
919,784
868,430
431,597
365,931
172,334
140,427
11,574
234,348
237,485
160,807
12,834
179,681
245,270
175,578
12,954
213,083
37,803
34
7,467
146,639
79
4,799
558,683
590,807
646,885
45,304
151,517
1,539,129
1,510,591
1,515,315
476,901
517,448
78
250,452
60,588
1,087
1,526
73
253,038
67,006
1,087
1,226
170
254,523
67,014
1,087
2,234
51,892
-
20
82,995
-
313,731
322,430
325,028
51,892
83,015
244,952
268,377
321,857
(6,588)
68,502
26
27
28
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
37
GROUP
COMPANY
As at
2009
1.1.2009
2010
(restated) (restated)
2010
2009
NOTE RM000
RM'000
RM'000
RM'000
RM'000
Non-current liabilities
Retirement benefit obligations
Long term borrowings
Deferred tax liabilities
Land premium payable
26
27
22
2,071
67,338
62,492
2,819
1,997
51,900
61,249
2,173
2,030
35,210
68,541
3,260
38
-
43
-
134,720
117,319
109,041
38
43
448,451
439,749
434,069
51,930
83,058
1,090,678
1,070,842
1,081,246
424,971
434,390
Minority interests
219,007
219,007
219,007
45,708
45,708
45,708
(7,502)
(7,479)
(7,460)
975
1,201
947
825,237
805,768
816,255
1,083,425 1,064,205 1,074,457
7,253
6,637
6,789
219,007
45,708
(7,502)
912
166,846
424,971
-
219,007
45,708
(7,479)
400
176,754
434,390
-
Total equity
1,090,678
1,070,842
1,081,246
424,971
434,390
1,539,129
1,510,591
1,515,315
476,901
517,448
Total liabilities
Net assets
Equity attributable to owners of parent
Share capital
Share premium
Treasury shares
Other reserves
Retained earnings
29
29
29
30
31
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
At 31 December 2010
Transactions with
owners
Addition of
investment in
a subsidiary by
minority
Repurchase of
treasury shares
Dividend
Total comprehensive
income
At 1 January 2010
Effect of adopting
FRS 139
2010
Group
29
40
1,062,283
1,068,900
1,083,425
(9,805)
(8,805)
1,090,678
(23)
(9,782)
(23)
(9,782)
1,000
30,947
(1,922)
(1,942)
30,583
1,064,205
1,070,842
219,007
219,007
219,007
45,708
45,708
45,708
(7,502)
(23)
(23)
-
(7,479)
(7,479)
Total
equity
attributable
Total to the owners Share
Share Treasury
equity of the parent capital premium shares
NOTE RM'000
RM'000
RM'000
RM'000
RM'000
825,237
(9,782)
(9,782)
31,046
803,973
(1,795)
805,768
Retained
earnings
RM'000
Non-distributable
975
(99)
1,074
(127)
1,201
472
(729)
1,201
1,201
503
630
(127)
(127)
7,253
1,000
1,000
(364)
6,617
(20)
6,637
Foreign
Total
currency
Fair value
other translation adjustment Minority
reserves
reserve
reserve
interests
RM'000
RM'000
RM'000
RM'000
38
At 31 December 2009
Transactions with
owners
Addition of
investment in
a subsidiary by
minority
Reduction in
deferred tax liability
on revaluation
surplus resulting
from the change of
tax rate
Repurchase of
treasury shares
Dividend
Total comprehensive
income
At 1 January 2009
2009
Group
1,064,205
(9,786)
(9,336)
1,070,842
(19)
(9,782)
(19)
(9,782)
29
40
15
(466)
1,074,457
15
450
(1,068)
1,081,246
17
NOTE
Total
equity
RM'000
TOTAL equity
attributable
to the owners
of the parent
RM'000
219,007
219,007
Share
capital
RM'000
45,708
45,708
Share
premium
RM'000
(7,479)
(19)
(19)
-
(7,460)
Treasury
shares
RM'000
805,768
(9,767)
(9,782)
15
(720)
816,255
Retained
earnings
RM'000
1,201
254
947
Total
other
reserves
RM'000
1,201
254
947
Foreign
currency
translation
reserve
RM'000
Non-distributable
6,637
450
450
(602)
6,789
Minority
interests
RM'000
39
ANNUAL REPORT 2010
40
NON-DISTRIBUTABLE
2010
company
At 1 January 2010
Effect of adopting
FRS 139
Non-distributable
Retained
earnings
RM'000
Total
Fair value
other Capital adjustment
reserves reserve reserve
RM'000
RM'000
RM'000
Total comprehensive
income
Transactions with
owners
Repurchase of
treasury shares
Dividend
distributable
(109)
45,708
434,281 219,007
45,708
(7,479)
-
29
(23)
40
(9,782)
(9,805)
(23)
424,971 219,007
45,708
(7,502)
2009
company
At 1 January 2009
Total comprehensive
income
Transactions with
owners
Repurchase of
treasury shares
Dividend
At 31 December 2009
291
400
(109)
621
621
(9,782)
(9,782)
912
400
512
166,846
distributable
Treasury
shares
RM'000
Retained
earnings
RM'000
443,903
219,007
45,708
288
29
(19)
(19)
40
(9,782)
(9,782)
(9,801)
(19)
(9,782)
219,007
45,708
(7,479)
434,390
(7,460)
(109)
400
-
(126)
(23)
Share
premium
RM'000
(109)
176,754
NON-DISTRIBUTABLE
Total
Share
equity capital
NOTE RM'000
RM'000
400
(7,479)
495
At 31 December 2010
176,754
Non-distributable
Total
other
reserves
RM'000
Capital
reserve
RM'000
186,248
400
400
288
400
400
176,754
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
41
NOTE
Cash flows from operating activities
Profit/(loss) before tax
Adjustments for:
Share of results in an associate
Share of results in a jointly controlled entity
Impairment losses on investment securities
Interest expense
Interest income
Gross dividends
Loss/(gain) on disposal:
- property, plant and equipment
- investment securities
Net fair value gain on disposal of
available-for-sale financial assets
Allowance for doubtful debts:
- subsidiaries companies
- trade and other receivables
Property, plant and equipment written off
Inventories written off
Depreciation:
- property, plant and equipment
- investment properties
Amortisation:
- timber rights
- prepaid land lease payments
Retirement benefit obligations
Reversal of impairment losses on receivables
Unrealised loss on foreign exchange
Bad debts recovered
Bad debt written off
Operating profit/(loss) before working
capital changes
Changes in working capital:
Inventories
Receivables
Payables
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
37,834
(3,686)
17
367
(663)
1,451
9,450
(514)
(185)
356
(78)
1,451
10,309
(346)
(116)
467
(777)
(6,142)
2
(116)
(232)
197
-
201
(238)
(238)
(449)
(449)
510
21
57
148
2
166
6,710
-
1
-
30,578
195
31,882
194
97
-
99
-
3,960
1,107
212
(1,566)
767
(24)
291
3,960
1,107
238
42
(32)
225
28
83,229
45,785
(49)
(117)
65,094
18,587
(6,418)
7,619
19,109
(51)
102,098
(31,103)
9,919
(630)
160,492
(4,160)
(8,495)
77
(133)
72,462
(6,010)
(9,280)
39
(368)
70,946
(103)
(467)
777
-
9,172
(90)
-
147,781
56,843
71,153
9,082
42
NOTE
Cash flows from investing activities
Additional investment by minority
Acquisition of subsidiaries
Biological assets expenditure
Purchase of timber rights
Proceeds from disposals of property,
plant and equipment
Purchase of property, plant and equipment
Purchase of other investments
Land premium paid/(payable)
Interest received
Proceeds from disposals of investment securities
Net dividend received from:
- subsidiaries companies
- an associate company
- jointly controlled entity
- investment securities
Net cash (used in)/generated from
investing activities
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
1,000
(47,860)
(3,241)
450
(36,435)
(3,057)
(66,252)
-
(100)
-
4,288
(50,622)
(345)
646
393
1,805
1,014
(52,272)
(1,015)
(1,087)
274
919
(7)
(345)
1,802
(8)
(1,014)
116
920
300
150
94
250
90
6,002
140
94
80
(93,486)
(90,775)
(58,660)
88
(5,873)
17,244
(9,782)
(7,785)
(23)
(955)
44
(14,938)
20,702
(9,782)
(10,427)
(19)
(1,029)
33
(9,782)
(20)
(23)
-
(9,782)
(58)
(19)
(2)
-
(7,130)
(15,460)
(9,825)
(9,861)
47,165
(49,392)
2,668
(691)
(522)
159
161,066
210,299
4,799
5,490
207,709
161,066
7,467
4,799
13
25
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
43
1.
CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the
Main Market of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Lot No.
25(AB), 25th Floor, UBN Tower, No. 10, Jalan P. Ramlee, 50250 Kuala Lumpur.
The principal activities of the Company are investment holding and provision of management services.
The principal activities of the subsidiaries and an associate are described in Note 16 and Note 17 respectively.
There have been no significant changes in the nature of these principal activities during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors on 29 April 2011.
2.
Basis of Preparation
The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards and the Companies Act, 1965 in Malaysia. At the beginning of the
current financial year, the Group and the Company adopted new and revised FRS which are mandatory
for financial periods beginning on or after 1 January 2010 as described fully in Note 2.2.
The financial statements of the Group and of the Company have also been prepared on the historical
cost, unless otherwise indicated in the summary of accounting policies below.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the
nearest thousand (RM000) except when otherwise indicated.
2.2
The accounting policies adopted are consistent with those of the previous financial year except as follows:
On 1 January 2010, the Group and the Company adopted the following new and amended FRS and IC
Interpretations mandatory for annual financial periods beginning on or after 1 January 2010.
FRS 4 Insurance Contracts and TR i-3 Presentation of Financial Statements of Islamic Financial Institutions will
also be effective for annual periods beginning on or after 1 January 2010. These FRS are, however, not
applicable to the Group or the Company.
44
Adoption of the above standards and interpretations did not have any effect on the financial performance
or position of the Group and the Company except for those discussed below:
(a)
Prior to 1 January 2010, information about financial instruments was disclosed in accordance
with the requirements of FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7
introduces new disclosures to improve the information about financial instruments. It requires
the disclosure of qualitative and quantitative information about exposure to risks arising from
financial instruments, including specified minimum disclosures about credit risk, liquidity risk
and market risk, including sensitivity analysis to market risk.
The Group and the Company have applied FRS 7 prospectively in accordance with the transitional
provisions. Hence, the new disclosures have not been applied to the comparatives. The new
disclosures are included throughout the Groups and the Companys financial statements for the
year ended 31 December 2010.
(b) FRS 8 Operating Segments
FRS 8, which replaces FRS 114 Segment Reporting, specifies how an entity should report information
about its operating segments, based on information about the components of the entity that
is available to the chief operating decision maker for the purposes of allocating resources to
the segments and assessing their performance. The Standard also requires the disclosure of
information about the products and services provided by the segments, the geographical areas
in which the Group operates, and revenue from the Groups major customers. The Group
concluded that the reportable operating segments determined in accordance with FRS 8 are the
same as the business segments previously identified under FRS 114. The Group has adopted
FRS 8 retrospectively. These revised disclosures, including the related revised comparative
information, are shown in Note 39 to the financial statements.
(c)
FRS 101 Presentation of Financial Statements (Revised)
The revised FRS 101 introduces changes in the presentation and disclosures of financial
statements. The revised Standard separates owner and non-owner changes in equity. The
statement of changes in equity includes only details of transactions with owners, with all nonowner changes in equity presented as a single line. The Standard also introduces the statement
of comprehensive income, with all items of income and expense recognised in profit or loss,
together with all other items of recognised income and expense recognised directly in equity,
either in one single statement, or in two linked statements. The Group and the Company have
elected to present this statement as one single statement.
In addition, a statement of financial position is required at the beginning of the earliest
comparative period following a change in accounting policy, the correction of an error or the
classification of items in the financial statements.
The revised FRS 101 also requires the Group to make new disclosures to enable users of the
financial statements to evaluate the Groups objectives, policies and processes for managing capital
(see Note 38).
The revised FRS 101 was adopted retrospectively by the Group and the Company.
45
2.
FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities
and some contracts to buy and sell non-financial items. The Group and the Company have
adopted FRS 139 prospectively on 1 January 2010 in accordance with the transitional provisions.
The effects arising from the adoption of this Standard has been accounted for by adjusting the
opening balance of retained earnings as at 1 January 2010. Comparatives are not restated. The
details of the changes in accounting policies and the effects arising from the adoption of FRS
139 are discussed below:
Equity instruments
Prior to 1 January 2010, the Group classified its investments in equity instruments which
were held for non-trading purposes as non-current investments. Such investments were
carried at cost less impairment losses. Upon the adoption of FRS 139, these investments,
except for those whose fair value cannot be reliably measured, are designated at 1 January
2010 as available-for-sale financial assets and accordingly are stated at their fair values
as at that date amounting to RM4,364,000. The adjustments to their previous carrying
amounts are recognised as adjustments to the opening balance of retained earnings as
at 1 January 2010. Investments in equity instruments whose fair value cannot be reliably
measured amounting to RM1,651,000 at 1 January 2010 continued to be carried at cost
less impairment losses.
Prior to 1 January 2010, provision for doubtful debts was recognised when it was
considered uncollectible. Upon the adoption of FRS 139, an impairment loss is recognised
when there is objective evidence that an impairment loss has been incurred. The amount
of the loss is measured as the difference between the receivables carrying amount and
the present value of the estimated future cash flows discounted at the receivables original
effective interest rate. As at 1 January 2010, the Group has remeasured the allowance
for impairment losses as at that date in accordance with FRS 139 and the difference is
recognised as adjustments to the opening balance of retained earnings as at that date.
The following are effects arising from the above changes in accounting policies:
Increase/(decrease)
As at
As at
31 December 1 January
2010
2010
RM'000
RM'000
Statements of financial position
Group
Investment securities - available for sale financial assets
Trade and other receivables
Retained earnings
Other reserves - fair value adjustment reserve
Minority reserves
AS AT
01.01.2009
630
967
967
630
-
(127)
(1,815)
(1,795)
(127)
(20)
Company
Investment securities - available for sale financial assets
Other reserves - fair value adjustment reserve
621
621
(109)
(109)
46
The following are effects arising from the above changes in accounting policies: (cont'd)
Increase/(decrease)
group
company
2010
2010
RM'000
RM'000
Statements of comprehensive income
Group
Other expenses
Profit net of tax
Other comprehensive income for the year, net of tax
AS AT
01.01.2009
967
967
630
621
Group
Increase/(decrease)
2010
sen per share
Earnings per share:
Basic/Diluted
0.24
(e)
Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to pass to
the lessee by the end of the lease term, the lessee normally does not receive substantially all of
the risks and rewards incidental to ownership. Hence, all leasehold land held for own use was
classified by the Group as operating lease and where necessary, the minimum lease payments
or the up-front payments made were allocated between the land and the buildings elements in
proportion to the relative fair values for leasehold interests in the land element and buildings
element of the lease at the inception of the lease. The up-front payment represented prepaid
lease payments and were amortised on a straight-line basis over the lease term.
The amendments to FRS 117 Leases clarify that leases of land and buildings are classified as
operating or finance leases in the same way as leases of other assets. They also clarify that the
present value of the residual value of the property in a lease term of several decades would be
negligible and accounting for the land element as a finance lease in such circumstances would be
consistent with the economic position of the lessee. Hence, the adoption of the amendments
to FRS 117 has resulted in certain unexpired land leases to be reclassified as finance leases. The
Group has applied this change in accounting policies retrospectively and certain comparatives
have been restated. The following are effects to the consolidated statement of financial positions
as at 31 December 2010 arising from the above change in accounting policy:
Increase/(decrease)
group
2010
rm'000
Property, plant and equipment
Prepaid land lease payments
48,370
(48,370)
47
2.
2.4
Description
FRS 1 First-time Adoption of Financial Reporting Standards
FRS 3 Business Combinations (Revised)
Amendments to FRS 2 Share-based Payment
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
Amendments to FRS 127 Consolidated and Separate Financial Statements
Amendments to FRS 138 Intangible Assets
Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 12 Service Concession Arrangements
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation
IC Interpretation 17 Distributions of Non-cash Assets to Owners
Amendments to FRS 132: Classification of Rights Issues
Amendments to FRS 1: Limited Exemption from Comparative
FRS 7 Disclosures for First-time Adopters
Amendments to FRS 7: Improving Disclosures about Financial Instruments
IC Interpretation 15 Agreements for the Construction of Real Estate
Effective
for annual
periods
beginning on
or after
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 March 2010
1 January 2011
1 January 2011
1 January 2012
Except for the changes in accounting policies arising from the adoption of the revised FRS 3 and the
amendments to FRS 127, as well as the new disclosures required under the Amendments to FRS 7, the
directors expect that the adoption of the other standards and interpretations above will have no material
impact on the financial statements in the period of initial application.
The nature of the impending changes in accounting policy on adoption of the revised FRS 3 and the
amendments to FRS 127 are described below.
Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate Financial Statements
The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised
FRS 3 introduces a number of changes in the accounting for business combinations occurring after 1
July 2010. These changes will impact the amount of goodwill recognised, the reported results in the
period that an acquisition occurs, and future reported results. The Amendments to FRS 127 require
that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an
equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will they give
rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred
by the subsidiary as well as the loss of control of a subsidiary. Other consequential amendments have
been made to FRS 107 Statement of Cash Flows, FRS 112 Income Taxes, FRS 121 The Effects of Changes in
Foreign Exchange Rates, FRS 128 Investments in Associates and FRS 131 Interests in Joint Ventures. The changes
from revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control and
transactions with minority interests. The standards may be early adopted. However, the Group does not
intend to early adopt.
48
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the reporting date. The financial statements of the subsidiaries used in the preparation
of the consolidated financial statements are prepared for the same reporting date as the Company.
Consistent accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intragroup transactions are eliminated in full.
Acquisitions of subsidiaries are accounted for by applying the purchase method. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values at the acquisition date. Adjustments to those fair values relating to previously
held interests are treated as a revaluation and recognised in other comprehensive income. The cost of
a business combination is measured as the aggregate of the fair values, at the date of exchange, of
the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly
attributable to the business combination. Any excess of the cost of business combination over the
Groups share in the net fair value of the acquired subsidiarys identifiable assets, liabilities and contingent
liabilities is recorded as goodwill on the statement of financial position. The accounting policy for
goodwill is set out in Note 2.10(a). Any excess of the Groups share in the net fair value of the acquired
subsidiarys identifiable assets, liabilities and contingent liabilities over the cost of business combination
is recognised as income in profit or loss on the date of acquisition. When the Group acquires a business,
embedded derivatives separated from the host contract by the acquiree are reassessed on acquisition
unless the business combination results in a change in the terms of the contract that significantly
modifies the cash flows that would otherwise be required under the contract.
2.6
2.7
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Transactions with Minority Interests
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the
Group and are presented separately in profit or loss of the Group and within equity in the consolidated
statements of financial position, separately from parent shareholders equity. Transactions with minority
interests are accounted for using the entity concept method, whereby, transactions with minority interests
are accounted for as transactions with owners. On acquisition of minority interests, the difference
between the consideration and book value of the share of the net assets acquired is recognised directly
in equity. Gain or loss on disposal to minority interests is recognised directly in equity.
Foreign Currency
(a) Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the currency
of the primary economic environment in which the entity operates (the functional currency).
The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the
Companys functional currency.
49
2.
Singapore Dollar
United States Dollar
Australian Dollar
Swiss Franc
Hong Kong Dollar 100
Pound Sterling
2010
RM
2009
RM
2.38
3.08
3.13
3.26
-
2.43
3.42
3.05
3.29
43.76
5.49
50
5%
2% - 10%
2% - 20%
2.2% - 25%
5% - 20%
5% - 20%
The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each financial year-end, and
adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included
in the profit or loss in the year the asset is derecognised.
2.9
Investment Properties
Investment properties are properties which are held either to earn rental income or for capital
appreciation of the Group.
Properties which are occupied by the companies in the Group are accounted for as property, plant and
equipment under Note 2.8.
Investment properties are stated at cost less accumulated depreciation and impairment losses, consistent
with the accounting policy for property, plant and equipment as stated in Note 2.8.
51
2.
Goodwill
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost
less accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date,
to each of the Groups cash-generating units that are expected to benefit from the synergies of
the combination.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired, by comparing
the carrying amount of the cash-generating unit, including the allocated goodwill, with the
recoverable amount of the cash-generating unit. Where the recoverable amount of the cashgenerating unit is less than the carrying amount, an impairment loss is recognised in the profit or
loss. Impairment losses recognised for goodwill are not reversed in subsequent periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cashgenerating unit is disposed of, the goodwill associated with the operation disposed of is included
in the carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in this circumstance is measured based on the relative fair
values of the operations disposed of and the portion of the cash-generating unit retained.
Goodwill and fair value adjustments arising on the acquisition of foreign operation on or after 1
January 2006 are treated as assets and liabilities of the foreign operations and are recorded in the
functional currency of the foreign operations and translated in accordance with the accounting
policy set out in Note 2.7.
Goodwill and fair value adjustments which arose on acquisitions of foreign operation before 1
January 2006 are deemed to be assets and liabilities of the Company and are recorded in RM at
the rates prevailing at the date of acquisition.
(b)
52
Timber rights
This represents initial cost incurred in obtaining the exclusive rights to purchase the
merchantable timber logs from a Company, having the right to fell extract and harvest
merchantable timber logs from the concession area granted under forest timber licence.
Timber rights are stated at cost less accumulated amortisation.
Amortisation is charged to the income statement on a straight line basis over the unexpired
period of the timber licence.
2.11
53
2.
54
Joint Venture
A joint venture is a contractual arrangement whereby two or more parties undertake an economic
activity that is subject to joint control, where the strategic financial and operating decisions relating to
the activity require the unanimous consent of the parties sharing control. The Group recognises its
interest in joint venture using equity method of accounting as described in Note 2.15. In the Company's
separate financial statements, investment in a jointly controlled entity is stated at cost less impairment
losses. On disposal of such investments, the difference between net disposal proceeds and their carrying
amounts is included in profit or loss.
55
2.
(c)
(d)
56
57
2.
58
Financial liabilities at fair value through profit or loss include financial liabilities held for trading
and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Group and the Company
that do not meet the hedge accounting criteria. Derivative liabilities are initially measured at fair
value and subsequently stated at fair value, with any resultant gains or losses recognised in profit
or loss. Net gains or losses on derivatives include exchange differences.
The Group and the Company have not designated any financial liabilities as at fair value through
profit or loss.
(b)
The Groups and the Company's other financial liabilities include trade payables, other payables
and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method. Borrowings are
classified as current liabilities unless the group has an unconditional right to defer settlement of
the liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities
are derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified, such an exchange or modification is treated
as a derecognition of the original liability and the recognition of a new liability, and the difference in the
respective carrying amounts is recognised in profit or loss.
59
2.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
year in which the associated services are rendered by employees of the Group. Short term
accumulating compensated absences such as paid annual leave are recognised when services
are rendered by employees that increase their entitlement to future compensated absences.
Short term non-accumulating compensated absences such as sick leave are recognised when the
absences occur.
(ii)
(iii)
Certain subsidiaries of the Group operates an unfunded defined benefit retirement benefit
scheme for certain of its eligible employees. Provision for the unfunded retirement benefit
obligations is made in accordance with the terms stipulated in the Collective Agreement for all
eligible employees. That benefit is discounted using the Projected Unit Credit Method in order
to determine its present value.
The Group participates in the national pension schemes as defined by the laws of the countries
in which it has operations. The Malaysian comprises in the Group make contributions to the
Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to
defined contribution pension schemes are recognised as an expense in the period in which the
related service is performed. The Group also contributes to EPF at 3% above the statutory rate
for certain eligible senior employees. A foreign subsidiary of the Group makes contributions to
their respective countries' statutory pension schemes. Such contributions are recognised as an
expense in the income statement as incurred.
60
Actuarial gains and losses are recognised as income or expense over the expected average
remaining working lives of the participating employees when the cumulative unrecognised
actuarial gains or losses for the plan exceed 10% of the higher of the present value of the defined
benefit obligation and the fair value of plan assets. Past service cost is recognised immediately to
the extent that the benefits are already vested, and otherwise is amortised on a straight-line basis
over the average period until the amended benefits become vested.
The amount recognised in the balance sheet represents the present value of the defined benefit
obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service
cost. Any asset resulting from this calculation is limited to the net total of any unrecognised
actuarial losses and past service cost, and the present value of any economic benefits in the form
of refunds or reductions in future contributions to the plan.
2.26 Leases
(a)
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to
ownership of the leased item, are capitalised at the inception of the lease at the fair value of the
leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct
costs are also added to the amount capitalised. Lease payments are apportioned between the
finance charges and reduction of the lease liability so as to achieve a constant rate of interest on
the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent
rents, if any, are charged as expenses in the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is no
reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset
is depreciated over the shorter of the estimated useful life and the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight-line basis
over the lease term. The aggregate benefit of incentives provided by the lessor is recognised as
a reduction of rental expense over the lease term on a straight-line basis.
Sale of goods
Revenue is recognised net of sales taxes and discounts upon the transfer of significant risks
and rewards of ownership to the buyer. Revenue is not recognised to the extent where there
are significant uncertainties regarding recovery of the consideration due, associated costs or the
possible return of goods.
61
2.
Revenue from services rendered is recognised net of service taxes and discounts as and when the
services are performed.
(iv) Rental income
Rental income from investment property is recognised on a straight-line basis over the term of
the lease. The aggregate cost of incentives provided to lessees are recognised as a reduction of
rental income over the lease term on a straight-line basis.
(v)
Interest income
(vi)
Dividend income
Interest income is recognised on an accrual basis using the effective interest method.
Dividend income is recognised when the Group's right to receive payment is established.
(vii) Management fees
Management fees are recognised when services are rendered.
2.28 Income Taxes
(a) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or
paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those
that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
62
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the
year when the asset is realised or the liability is settled, based on tax rates and tax laws that have
been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in other
comprehensive income or directly in equity and deferred tax arising from a business combination
is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
63
2.
Revenues, expenses and assets are recognised net of the amount of sales tax except:
-
Where the sales tax incurred in a purchase of assets or services is not recoverable from
the taxation authority, in which case the sales tax is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
-
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included
as part of receivables or payables in the statements of financial position.
2.29 Segment Reporting
For management purposes, the Group is organised into operating segments based on their products
and services which are independently managed by the respective segment managers responsible for
the performance of the respective segments under their charge. The segment managers report directly
to the management of the Company who regularly review the segment results in order to allocate
resources to the segments and to assess the segment performance. Additional disclosures on each of
these segments are shown in Note 39, including the factors used to identify the reportable segments and
the measurement basis of segment information.
2.30 Share Capital and Share Issuance Expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group and
the Company after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental transaction
costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in
the period in which they are declared.
2.31 Treasury Shares
When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the
amount of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury
shares and presented as a deduction from total equity. No gain or loss is recognised in profit or loss on
the purchase, sale, issue or cancellation of treasury shares. When treasury shares are reissued by resale,
the difference between the sales consideration and the carrying amount is recognised in equity.
2.32 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s) not
wholly within the control of the Group.
Contingent liabilities and assets are not recognised in the statements of financial position of the
Group.
64
3.2
(a)
The Group has established certain basis for the allocation of the costs of investment properties
and property, plant and equipment between the land and building portion. Judgement is made
by reference to market indication of transaction prices of similar properties to determine the
portion of cost relating to land.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis. This requires
an estimation of the value-in-use of the cash-generating units ("CGU") to which goodwill is
allocated. Estimating a value-in-use amount requires management to make an estimate of the
expected future cash flows from the CGU and also to choose a suitable discount rate in order
to calculate the present value of those cash flows. The carrying amounts of goodwill as at
31 December 2010 were RM28,222,000 (2009: RM28,222,000). Further details are disclosed in
Note 20.
(c)
The Group assesses at each reporting date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group
considers factors such as the probability of insolvency or significant financial difficulties of the
debtor and default or significant delay in payments.
65
3.
Where there is objective evidence of impairment, the amount and timing of future cash flows
are estimated based on historical loss experience for assets with similar credit risk characteristics.
The carrying amount of the Groups loans and receivable at the reporting date is disclosed in
Note 24. If the present value of estimated future cash flows varies by 10% from managements
estimates, the Groups allowance for impairment will increase by RM12,646,000 (2009: increase
by RM14,818,000).
Revenue
Revenue of the Group and of the Company consists of the following:
GROUP
Sale of goods
Rendering of services
Rental income from investment properties
Carpark income
Dividend income from subsidiaries
Dividend income from an associate
Dividend income from investment securites
Interest income
Management fee from subsidiaries
COMPANY
2010
2009
RM000
RM000
2010
RM000
2009
RM000
725,803
5,352
871
1,353
140
151
-
547,386
4,823
765
1,364
106
116
-
6,002
140
777
2,235
126
106
116
2,281
733,670
554,560
9,154
2,629
5.
Cost of sales
Cost of sales represents cost of inventories sold, costs of services provided and cost of development properties
sold.
66
Other income
GROUP
2010
2009
RM000
RM000
Hire of machinery
By product and scrap sales
Contract and service fee received
Dividend income from unquoted
equity instruments
Interest income - loan and receivables
Rental income
Road toll received
Management fees from jointly controlled entity
Bad debts recovered
Gain on foreign exchange:
- realised (trade)
Net fair value gain on disposal of:
Available-for-sale financial assets
(transferred from equity on disposal of
investment securities) (Note 30)
Net gain on disposal of investment securities
Net gain on disposal of property,
plant and equipment
Reversal of allowance for impairment of:
- trade receivables (Note 24)
- other receivables (Note 24)
Others
7.
COMPANY
2010
2009
RM000
RM000
3,951
1,261
1,133
2,003
984
1,102
45
363
292
401
180
24
10
220
306
2,484
204
-
128
-
140
-
48
449
-
238
449
-
238
1,066
167
1,388
178
396
32
794
200
34
11,127
8,592
777
412
Finance costs
GROUP
2010
2009
RM000
RM000
Interest expenses on:
- term loans
- bank overdrafts
- obligations under finance leases
- trade financing facilities
- amount due from a subsidiary
Less: Interest expense capitalised in:
- Biological assets (Note 21)
Total finance costs
COMPANY
2010
2009
RM000
RM000
2,256
3,505
739
7,667
-
2,579
2,331
1,127
6,099
-
467
2
-
14,167
12,136
467
(4,717)
(1,827)
9,450
10,309
467
67
8.
9.
COMPANY
2010
2009
RM000
RM000
421
89
-
23
125
-
6,710
1,451
1,451
3,960
1,107
3,960
1,107
608
4
618
(13)
80
-
80
-
291
225
28
-
30,578
195
31,882
194
97
-
99
-
74,594
3,367
57
71,425
3,094
166
1,165
823
-
1,093
718
-
702
65
1,263
472
21
1,321
660
42
201
316
2
1,467
1,837
233
-
1
233
-
COMPANY
2010
2009
RM000
RM000
65,145
545
5,008
212
3,684
61,821
544
4,887
238
3,935
972
5
188
-
970
6
117
-
74,594
71,425
1,165
1,093
68
Directors' remuneration
The details of remuneration receivable by directors of the Company during the year are as follows:
GROUP
2010
2009
RM000
RM000
Executive:
- salaries and other emoluments
- bonus
- fee
- defined contribution plan
608
165
70
103
570
82
70
84
414
133
81
376
62
65
946
806
628
503
Non-executive:
- salaries and other emoluments
- bonus
- fees
- defined contribution plan
415
150
315
44
400
150
339
29
75
120
-
71
144
-
924
24
918
35
195
-
215
-
948
953
195
215
885
169
424
19
1,497
745
173
429
23
1,370
3,367
3,094
823
718
3,391
3,129
823
718
COMPANY
2010
2009
RM000
RM000
The number of directors of the Company whose total remuneration during the year fell within the following
bands is analysed below:
number of directors
2010
2009
NonNonExecutive executive Executive executive
directors directors directors directors
Below RM50,000
RM100,001 - RM150,000
RM300,001 - RM350,000
RM400,001 - RM450,000
RM800,001 - RM850,000
RM900,001 - RM950,000
2
1
1
1
-
1
-
3
1
1
1
-
69
11.
COMPANY
2010
2009
RM000
RM000
5,254
638
5,892
4,349
729
5,078
145
145
102
102
(138)
55
(43)
5,754
5,133
148
59
1,482
(7,495)
(4)
(2)
(84)
(2)
(1)
22
1,398
(7,497)
(5)
20
7,152
(2,364)
143
79
GROUP
Profit/(loss) before tax
Tax at Malaysian statutory tax rate of 25% (2009: 25%)
Different tax rates in other countries
Adjustments:
Income not subject to taxation
Non-deductible expenses
Deferred tax recognised on unutilised reinvestment allowance and tax losses
Utilisation of previously unrecognised tax losses and unabsorbed
capital allowances
Deferred tax assets not recognised at different tax rates
Deferred tax assets not recognised
Double deduction of expenses
Underprovision of deferred tax in prior year
(Over)/under provision of income tax in prior year
Share of results of joint venture
Income tax expense/(benefit) recognised in profit or loss
Tax savings recognised during the year arising from:
Utilisation of unutilised tax losses brought forward
Utilisation of unabsorbed capital allowances brought forward
2010
RM000
2009
RM000
37,834
(3,686)
9,459
(313)
(921)
(343)
(7,975)
4,016
(860)
(2,086)
2,747
(3,827)
(154)
2,011
2,525
(1,334)
(84)
(138)
(1)
(294)
2,336
(10)
(2)
55
(19)
7,152
(2,364)
308
-
200
17
70
COMPANY
Profit before tax
Tax at Malaysian statutory rate of 25% (2009: 25%)
Adjustments:
Income not subject to taxation
Non-deductible expenses
(Over)/under provision of deferred tax in prior year
Under/(over) provision of income tax in prior year
Income tax expense recognised in profit or loss
2010
RM000
2009
RM000
17
367
92
(1,613)
1,750
(1)
3
(59)
67
22
(43)
143
79
Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2009: 25%) of the estimated
assessable profit for the year. The corporate tax rate applicable to the Singapore subsidiary of the Group was
reduced to 17% for the year of assessment 2010 onwards from 18% for the year of assessment 2009.
12.
Basic earnings/(loss) per share amounts are calculated by dividing profit/(loss) for the year net of tax,
attributable to owners of the parent by weighted average number of ordinary shares outstanding during the
financial year.
The following reflect the profit/(loss) and share data used in the computation of basic earnings/(loss) per share
for the years ended 31 December:
GROUP
2010
2009
Profit/(loss) net of tax attributable to owners of the parent (RM'000)
Weighted average number of ordinary shares in issue ('000)*
Basic earnings/(loss) per share (sen)
31,046
(720)
434,751
434,771
7.1
(0.2)
* The weighted average number of ordinary shares takes into account the weighted average effect of changes
in treasury shares transactions during the year.
There have been no other transactions involving ordinary shares or potential ordinary shares between the
reporting date and the date of completion of these financial statements.
There are no shares in issuance which have a dilutive effect to the earnings per share of the Group.
71
13.
GROUP
FURNITURE,
FITTINGS,
EQUIPMENT,
PLANT,
ROAD,
RENOVATIONS MACHINERY,
BRIDGES
LAND AND
AND
MOULDS AND MOTOR
AND CONSTRUCTION
BUILDINGS INSTALLATIONS LOOSE TOOLS VEHICLES WHARF IN PROGRESS TOTAL
RM000
RM000
RM000
RM000 RM000
RM000
RM000
Cost/valuation:
At 1 January 2009
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
161,708
33,129
5,293
82,000
18,832
-
478,196
-
16,450 197,403
-
52,597
-
As previously stated
Effects of adopting
the amendments
to FRS 117
282,130
18,832
478,196
16,450 197,403
52,597 1,045,608
56,366
As restated
Additions
Compensation
received from
vendor
Disposals
Written off
Reclassifications
Exchange
differences
338,496
1,843
18,832
909
478,196
11,017
(4,679)
(8)
2,052
(65)
(161)
290
(2,066)
(147)
27,452
(316)
180
6,528
(36,502)
(4,679)
(2,447)
(316)
-
117
16
12
151
At 31 December 2009
(as restated)
337,821
19,821
514,458
18,361 206,768
53,763 1,150,992
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
204,441
33,129
18,251
82,000
19,821
-
514,458
-
18,361 206,768
-
53,763 1,017,612
33,129
18,251
82,000
337,821
19,821
514,458
18,361 206,768
53,763 1,150,992
16,450 197,403
2,035
2,837
925,186
33,129
5,293
82,000
56,366
52,597 1,101,974
37,668
56,309
72
GROUP
FURNITURE,
FITTINGS,
EQUIPMENT,
PLANT,
ROAD,
RENOVATIONS MACHINERY,
BRIDGES
LAND AND
AND
MOULDS AND MOTOR
AND CONSTRUCTION
BUILDINGS INSTALLATIONS LOOSE TOOLS VEHICLES WHARF IN PROGRESS TOTAL
RM000
RM000
RM000
RM000 RM000
RM000
RM000
Cost/valuation
(cont'd):
At 1 January 2010
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
163,982
33,129
5,293
82,000
19,821
-
514,458
-
18,361 206,768
-
53,763
-
As previously stated
Effects of adopting
the amendments
to FRS 117
284,404
19,821
514,458
18,361 206,768
53,763 1,097,575
53,417
As restated
Additions
Disposals
Written off
Reclassifications
Exchange
differences
337,821
5,692
(24)
4,230
19,821
1,639
(345)
(11)
833
514,458
10,810
(6,782)
24,804
(212)
(29)
(12)
At 31 December 2010
347,507
21,908
543,278
18,202 234,194
29,568 1,194,657
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
214,121
33,135
18,251
82,000
21,908
-
543,278
-
18,202 234,194
-
29,568 1,061,271
33,135
18,251
82,000
347,507
21,908
543,278
18,202 234,194
29,568 1,194,657
18,361 206,768
534
4,189
(745)
72 23,237
(20)
977,153
33,129
5,293
82,000
53,417
53,763 1,150,992
29,000
51,864
(7,896)
(19)
(30)
(53,176)
-
(273)
73
13.
GROUP
FURNITURE,
FITTINGS,
EQUIPMENT,
PLANT,
ROAD,
RENOVATIONS MACHINERY,
BRIDGES
LAND AND
AND
MOULDS AND MOTOR
AND CONSTRUCTION
BUILDINGS INSTALLATIONS LOOSE TOOLS VEHICLES WHARF IN PROGRESS TOTAL
RM000
RM000
RM000
RM000 RM000
RM000
RM000
Accumulated
depreciation:
At 1 January 2009
At cost
At valuation, 1980
At valuation, 2005
48,873
14,537
3,213
13,590
-
270,033
-
10,061 105,111
-
447,668
14,537
3,213
As previously stated
Effects of adopting
the amendments
to FRS 117
66,623
13,590
270,033
10,061 105,111
465,418
5,683
5,683
As restated
Depreciation
charge for the
year:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
Recognised in
profit or loss
(Note 8)
Capitalised in
biological
assets (Note
21)
72,306
13,590
270,033
10,061 105,111
471,101
5,723
1,119
477
918
1,531
-
11,912
-
633
-
11,046
-
30,845
1,119
477
918
7,601
1,450
11,697
535
10,599
31,882
636
81
215
98
447
1,477
Disposals
Written off
Exchange
differences
At 31 December 2009
(as restated)
(8)
(47)
(159)
(922)
(147)
(263)
-
(1,232)
(314)
15
12
38
80,550
14,921
280,881
10,443 116,157
502,952
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
56,141
15,656
4,622
4,131
14,921
-
280,881
-
10,443 116,157
-
478,543
15,656
4,622
4,131
80,550
14,921
280,881
10,443 116,157
502,952
74
GROUP
FURNITURE,
FITTINGS,
EQUIPMENT,
PLANT,
ROAD,
RENOVATIONS MACHINERY,
BRIDGES
LAND AND
AND
MOULDS AND MOTOR
AND CONSTRUCTION
BUILDINGS INSTALLATIONS LOOSE TOOLS VEHICLES WHARF IN PROGRESS TOTAL
RM000
RM000
RM000
RM000 RM000
RM000
RM000
Accumulated
depreciation:
(cont'd)
At 1 January 2010
At cost
At valuation, 1980
At valuation, 2005
54,333
15,656
4,131
14,921
-
280,881
-
10,443
-
116,157
-
476,735
15,656
4,131
As previously stated
Effects of adopting
the amendments
to FRS 117
74,120
14,921
280,881
10,443
116,157
496,522
6,430
6,430
As restated
Depreciation
charge for
the year:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
80,550
14,921
280,881
10,443
116,157
502,952
6,393
837
477
918
1,153
-
12,202
-
632
-
10,664
-
31,044
837
477
918
7,766
1,004
11,929
519
9,360
30,578
859
(24)
-
149
(345)
(9)
273
(2,303)
-
113
(739)
-
1,304
-
2,698
(3,411)
(9)
(26)
(11)
(10)
(19)
(66)
89,125
15,709
290,770
10,317
126,821
532,742
Recognised in
profit or loss
(Note 8)
Capitalised in
biological
assets (Note
21)
Disposals
Written off
Exchange
differences
At 31 December 2010
75
13.
GROUP
FURNITURE,
FITTINGS,
EQUIPMENT,
PLANT,
ROAD,
RENOVATIONS MACHINERY,
BRIDGES
LAND AND
AND
MOULDS AND MOTOR
AND CONSTRUCTION
BUILDINGS INSTALLATIONS LOOSE TOOLS VEHICLES WHARF IN PROGRESS TOTAL
RM000
RM000
RM000
RM000 RM000
RM000
RM000
Accumulated
depreciation:
(cont'd)
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
62,484
16,493
5,099
5,049
15,709
-
290,770
-
10,317
-
126,821
-
506,101
16,493
5,099
5,049
89,125
15,709
290,770
10,317
126,821
532,742
148,300
17,473
13,629
77,869
4,900
-
233,577
-
7,918
-
90,611
-
53,763
-
539,069
17,473
13,629
77,869
At 31 December 2009
257,271
4,900
233,577
7,918
90,611
53,763
648,040
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
151,637
16,642
13,152
76,951
6,199
-
252,508
-
7,885 107,373
-
29,568
-
555,170
16,642
13,152
76,951
At 31 December 2010
258,382
6,199
252,508
7,885 107,373
29,568
661,915
76
GROUP
Factory
Long term Short term buildings
TOTAL
Freehold Office Leasehold leasehold leasehold
and
land and
land
lots
buildings
land
land
improvements buildings
RM000 RM000
RM000
RM000
RM000
RM000
RM000
Cost/valuation
At 1 January 2009
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
11,326
685
5,293
-
2,394
-
13,258
-
134,730
32,444
82,000
161,708
33,129
5,293
82,000
As previously stated
Effects of adopting
the amendments
to FRS 117
17,304
2,394
13,258
249,174
282,130
43,867
12,499
56,366
As restated
Additions
Compensation
received from
vendor
Written off
Reclassifications
Exchange
differences
17,304
-
2,394
-
13,258
66
43,867
1,730
12,499
-
249,174
47
338,496
1,843
1,014
(4,679)
-
(8)
1,038
(4,679)
(8)
2,052
84
33
117
At 31 December 2009
(as restated)
17,388
2,394
14,338
40,918
12,499
250,284
337,821
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
11,410
685
5,293
-
2,394
-
14,338
-
37,478
3,440
-
2,981
9,518
-
135,840
32,444
82,000
204,441
33,129
18,251
82,000
17,388
2,394
14,338
40,918
12,499
250,284
337,821
77
13.
GROUP
Factory
Long term Short term buildings
TOTAL
Freehold Office Leasehold leasehold leasehold
and
land and
land
lots
buildings
land
land
improvements buildings
RM000 RM000
RM000
RM000
RM000
RM000
RM000
Cost/valuation
(cont'd)
At 1 January 2010
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
11,410
685
5,293
-
2,394
-
14,338
-
135,840
32,444
82,000
163,982
33,129
5,293
82,000
As previously stated
Effects of adopting
the amendments
to FRS 117
17,388
2,394
14,338
250,284
284,404
40,918
12,499
53,417
As restated
Additions
Disposals
Reclassifications
Exchange
differences
17,388
-
2,394
-
14,338
912
3,164
40,918
2,119
-
12,499
21
-
250,284
2,640
(24)
1,066
337,821
5,692
(24)
4,230
(152)
(60)
(212)
At 31 December 2010
17,236
2,394
18,414
43,037
12,520
253,906
347,507
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
11,258
685
5,293
-
2,394
-
18,414
-
39,597
3,440
-
3,002
9,518
-
139,456
32,450
82,000
214,121
33,135
18,251
82,000
17,236
2,394
18,414
43,037
12,520
253,906
347,507
78
GROUP
Factory
Long term Short term buildings
TOTAL
Freehold Office Leasehold leasehold leasehold
and
land and
land
lots
buildings
land
land
improvements buildings
RM000 RM000
RM000
RM000
RM000
RM000
RM000
Accumulated
depreciation:
At 1 January 2009
At cost
At valuation, 1980
At valuation, 2005
1,505
-
7,409
-
39,959
14,537
3,213
48,873
14,537
3,213
1,505
7,409
57,709
66,623
221
5,462
5,683
1,505
7,409
221
5,462
57,709
72,306
47
-
1,027
-
162
-
108
477
-
4,379
1,119
918
5,723
1,119
477
918
47
546
585
6,416
7,601
481
-
155
-
(8)
636
(8)
15
15
At 31 December 2009
(as restated)
1,552
8,436
383
6,047
64,132
80,550
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
1,552
-
8,436
-
383
-
1,425
4,622
-
44,345
15,656
4,131
56,141
15,656
4,622
4,131
1,552
8,436
383
6,047
64,132
80,550
As previously stated
Effects of adopting
the amendments
to FRS 117
As restated
Depreciation
charge for the
year:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
Recognised in
profit or loss
Capitalised in
biological
assets
Written off
Exchange
differences
79
13.
GROUP
Factory
Long term Short term buildings
TOTAL
Freehold Office Leasehold leasehold leasehold
and
land and
land
lots
buildings
land
land
improvements buildings
RM000 RM000
RM000
RM000
RM000
RM000
RM000
Accumulated
depreciation:
(cont'd)
At 1 January 2010
At cost
At valuation, 1980
At valuation, 2005
1,552
-
8,436
-
44,345
15,656
4,131
54,333
15,656
4,131
1,552
8,436
64,132
74,120
383
6,047
6,430
As restated
Depreciation
charge for
the year:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
Recognised in
profit or loss
Capitalised in
biological
assets
Disposals
Exchange
differences
1,552
8,436
383
6,047
64,132
80,550
47
-
1,241
-
171
-
69
477
-
4,865
837
918
6,393
837
477
918
47
546
546
6,620
7,766
695
-
164
-
(24)
859
(24)
(26)
(26)
At 31 December 2010
1,599
9,677
554
6,593
70,702
89,125
As previously stated
Effects of adopting
the amendments
to FRS 117
80
GROUP
Factory
Long term Short term buildings
TOTAL
Freehold Office Leasehold leasehold leasehold
and
land and
land
lots
buildings
land
land
improvements buildings
RM000 RM000
RM000
RM000
RM000
RM000
RM000
Accumulated
depreciation:
(cont'd)
Representing:
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
1,599
-
9,677
-
554
-
1,494
5,099
-
49,160
16,493
5,049
62,484
16,493
5,099
5,049
1,599
9,677
554
6,593
70,702
89,125
11,410
685
5,293
-
842
-
5,902
-
37,095
3,440
-
1,556
4,896
-
91,495
16,788
77,869
148,300
17,473
13,629
77,869
At 31 December 2009
17,388
842
5,902
40,535
6,452
186,152
257,271
At cost
At valuation, 1980
At valuation, 1996
At valuation, 2005
11,258
685
5,293
-
795
-
8,737
-
39,043
3,440
-
1,508
4,419
-
90,296
15,957
76,951
151,637
16,642
13,152
76,951
At 31 December 2010
17,236
795
8,737
42,483
5,927
183,204
258,382
Motor
vehicles
RM000
TOTAL
RM000
company
Furniture,
fittings,
equipment,
Freehold Office
and
land
lots installations Renovations
RM000 RM000
RM000
RM000
At 31 December 2010
Cost
At 1 January 2010
Additions
891
-
1,167
-
633
7
291
-
718
-
3,700
7
At 31 December 2010
891
1,167
640
291
718
3,707
834
429
246
607
2,116
15
34
42
97
849
463
252
649
2,213
891
318
177
39
69
1,494
Accumulated depreciation
At 1 January 2010
Depreciation charge for
the year (Note 8)
At 31 December 2010
Net carrying amount
At 31 December 2010
81
13.
company
Furniture,
fittings,
equipment,
Freehold Office
and
land
lots installations Renovations
RM000 RM000
RM000
RM000
Motor
vehicles
RM000
TOTAL
RM000
At 31 December 2009
Cost
At 1 January 2009
Additions
Written off
891
-
1,167
-
627
8
(2)
291
-
718
-
3,694
8
(2)
At 31 December 2009
891
1,167
633
291
718
3,700
819
394
240
565
2,018
15
-
36
(1)
6
-
42
-
99
(1)
834
429
246
607
2,116
891
333
204
45
111
1,584
Accumulated depreciation
At 1 January 2009
Depreciation charge for
the year (Note 8)
Written off
At 31 December 2009
Net carrying amount
At 31 December 2009
(a)
(b)
The net carrying amount stated at valuation had they been stated at cost would have been RM37,774,000
(2009: RM39,423,000) in respect of the Group.
Assets pledged as security
(c)
Property, plant and equipment with carrying amount of RM302,022,000 (2009: RM350,271,000) have
been pledged to licensed banks for credit facilities as stated in Note 27.
Acquisition of property, plant and equipment
Acquisition of property, plant and equipment during the financial year were by the following means:
GROUP
2010
2009
RM000
RM000
Cash
Hire purchase arrangements
COMPANY
2010
2009
RM000
RM000
50,622
1,242
52,272
4,037
7
-
8
-
51,864
56,309
82
21,614
31,964
COMPANY
2010
2009
RM000
RM000
-
111
85,459
18,308
88,408
18,308
103,767
(53,417)
106,716
(56,366)
50,350
50,350
Representing:
At cost
At valuation, 1996
45,000
5,350
45,000
5,350
50,350
50,350
5,808
6,084
4,538
5,500
11,892
(6,430)
10,038
(5,683)
As restated
Depreciation charge for the year:
At cost
At valuation, 1996
5,462
4,355
1,000
107
1,107
1,000
107
1,107
6,569
5,462
5,000
1,569
4,000
1,462
6,569
5,462
40,000
3,781
41,000
3,888
43,781
44,888
As previously stated
Effects of adopting the amendments to FRS 117
Accumulated depreciation:
At 1 January
At cost
At valuation, 1996
As previously stated
Effects of adopting the amendments to FRS 117
Leasehold lands with carrying amount of RM43,781,000 (2009: RM44,888,000) have pledged to licensed banks
for credit facilities as stated in Note 27.
83
15.
Investment properties
GROUP
2010
2009
RM000
RM000
Freehold land, at cost
Freehold buildings, at depreciated cost
Market value
12,302
2,917
12,302
3,112
15,219
15,414
33,230
33,230
16.
7,735
7,735
(4,623)
(195)
(4,818)
(4,429)
(194)
(4,623)
2,917
3,112
Investments in subsidiaries
COMPANY
2010
2009
RM000
RM000
Unquoted shares, at cost
Less: Accumulated impairment losses
431,557
(7,097)
366,665
(8,457)
424,460
358,208
NAME OF SUBSIDIARIES
Incorporated in Malaysia
(except as identified):
Biofresh Produce Sdn. Bhd.
Biogrow City Sdn. Bhd.
Cairnfield Sdn. Bhd.
Central Mercantile Corporation (M) Sdn. Bhd.
Central Mercantile Corporation (S) Ltd *
(Incorporated in Singapore)
Dusun Nyiur Sdn. Bhd.
EFFECTIVE
EQUITY INTEREST
HELD (%)
2010
2009
PRINCIPAL ACTIVITIES
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Investment holding
Investment holding
Manufacturing and sale of veneer,
plywood and sawn timber
Investment holding
Trading in tapes, foil and papers
Property investment and car park
operation
84
NAME OF SUBSIDIARIES
EFFECTIVE
EQUITY INTEREST
HELD (%)
2010
2009
PRINCIPAL ACTIVITIES
Incorporated in Malaysia
(except as identified):
First Count Sdn. Bhd.
Gopoint Sdn. Bhd.
Immense Fleet Sdn. Bhd.
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
99.60
87.15
99.60
87.15
85.00
85.00
80.00
80.00
65.00
65.00
74.07
87.15
69.64
55.56
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
61.00
87.15
69.64
55.56
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
85
16.
On 15 January 2010, the Company through its wholly-owned subsidiary, Biofresh Produce
Sdn. Bhd., subscribed for additional 4,000,000 new ordinary shares of RM1.00 each, out of
total 5,000,000 new ordinary shares of RM1.00 each issued by its subsidiary, Biofresh Produce
Plantations Sdn. Bhd. for a total consideration of RM4,001,050. The subscription has no
significant effect on the financial position and the performance of the Group.
(ii)
Capitalisation of advances
During the financial year, the following subsidiaries of the Company issued new ordinary shares
at an issue price of RM1.00 for the capitalisation of advances made by the Company:
Subsidiaries
Immense Fleet Sdn. Bhd.
First Count Sdn. Bhd.
Limpah Mewah Sdn. Bhd.
Sanitama Sdn. Bhd.
Ninjas Development Sdn. Bhd.
Sut Sawmill Sdn. Bhd.
Piramid Intan Sdn. Bhd.
WTK Heli-Logging Sd. Bhd.
Biofresh Produce Sdn. Bhd.
Biogrow City Sdn. Bhd.
(iii)
(b)
Number of shares
issued at RM1.00 each
'000
Advances
capitalised
RM'000
15,000
3,835
4,683
3,177
3,020
2,347
3,490
5,900
14,900
9,900
15,000
3,835
4,683
3,177
3,020
2,347
3,490
5,900
14,900
9,900
66,252
66,252
During the financial year, the Company through its subsidiary, General Aluminium Works (M)
Sdn. Bhd., acquired an additional 14.99% equity interest in Zapstat Sdn. Bhd. consisting of
14,999 shares from a third party for a total consideration of RM1.00. The acquisition did not
give rise to any significant financial impact to the Group.
On 15 January 2009, the Company subscribed for 99,998 new ordinary shares of RM1.00 each
issued by its subsidiary, Towering Yield Sdn. Bhd. for a total consideration of RM99,998. The
subscription has no significant effect on the financial position and the performance of the
Group.
(ii)
On 31 December 2009, the Company through its wholly-owned subsidiary, Biogrow City Sdn.
Bhd., subscribed for 2,550,000 new ordinary shares of RM1.00 each issued by its subsidiary,
Biogrow City Plantations Sdn. Bhd. for a total consideration of RM3,150,000. The subscription
has no significant effect on the financial position and the performance of the Group.
(c)
During the year, the Company winded up three of subsidiaries namely, GAW Marketing Sdn. Bhd.,
General Gomma (M) Sdn. Bhd. and Flextronics Packaging Corporation Sdn. Bhd.. As these subsidiaries
were in nil shareholders' fund position on date of liquidation, the liquidation of subsidiaries did not give
rise to any financial impact to the Group.
86
Investment in an associate
GROUP
2010
2009
RM000
RM000
Unquoted shares, at cost
Share of post acquisition reserves
Represented by:
Share of net assets
Goodwill on acquisition
COMPANY
2010
2009
RM000
RM000
1,729
7,630
1,729
6,967
1,729
-
1,729
-
9,359
8,696
1,729
1,729
9,027
332
8,364
332
9,359
8,696
786
(123)
(381)
25
663
-
(356)
15
(94)
663
6,967
(435)
7,402
7,630
6,967
EFFECTIVE
EQUITY INTEREST
HELD (%)
2010
2009
PRINCIPAL ACTIVITIES
29.88
29.88
87
17.
18.
26,011
5,978
23,656
6,299
Total assets
31,989
29,955
Current liabilities
Non-current liabilities
(1,013)
(763)
(1,547)
(415)
Total liabilities
(1,776)
(1,962)
Results
Revenue
Profit/(loss) for the year
32,057
2,220
22,772
(1,191)
2,226
515
2,226
815
2,741
3,041
2,655
86
2,955
86
2,741
3,041
EFFECTIVE
EQUITY INTEREST
HELD (%)
2010
2009
PRINCIPAL ACTIVITIES
50.00
50.00
88
2,927
2,927
1,520
1,871
3,391
Current liabilities
Non-current liabilities
(272)
-
(435)
(1)
Total liabilities
(272)
(436)
3,035
(3,035)
3,434
(3,356)
Results
Revenue
Expenses, including finance costs and taxation
On 22 December 2010, the directors of the jointly controlled entity resolved to discontinue the business
operations gradually which will eventually lead to cessation of business operations by end of March 2011.
19.
Investment securities
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
3,995
861
(889)
16
4,781
840
(1,103)
(27)
3,952
(38)
-
4,668
(258)
-
3,983
4,491
3,914
4,410
14,637
(14,437)
14,637
(12,986)
200
1,651
4,183
6,142
3,914
4,410
3,983
4,366
3,914
4,300
89
20.
Intangible assets
group
Timber
Goodwill rights
RM'000
RM000
Total
RM000
Cost
At 1 January 2009
Addition
33,947
-
100,563
3,057
134,510
3,057
At 31 December 2009
Addition
Liquidation of a subsidiary
33,947
(219)
103,620
3,241
-
137,567
3,241
(219)
At 31 December 2010
33,728
106,861
140,589
At 1 January 2009
Amortisation (Note 8)
5,725
-
28,124
3,960
33,849
3,960
At 31 December 2009
Amortisation (Note 8)
Liquidation of a subsidiary
5,725
(219)
32,084
3,960
-
37,809
3,960
(219)
At 31 December 2010
5,506
36,044
41,550
At 31 December 2010
28,222
70,817
99,039
At 31 December 2009
28,222
71,536
99,758
(a)
(b)
Total
RM000
24,598
3,616
8
70,817
-
95,415
3,616
8
28,222
70,817
99,039
24,598
3,616
8
71,536
-
96,134
3,616
8
28,222
71,536
99,758
90
The recoverable amount of goodwill and timber rights are determined based on value-in-use calculations
using cash flow projections based on financial budgets approved by management covering a five year
period and/or over the period of the rights granted. The following are the key assumptions on which
management has based its cash flow projections to undertake the impairment testing of goodwill and
timber rights:
(i)
Budgeted gross margin
The basis used to determine the values assigned to the budgeted gross margins is the average
gross margins achieved in the year immediately before the budgeted year increased for expected
efficiency improvements.
21.
(ii)
Discount rates
The discount rates used are pre-tax and reflect specific risks relating to the relevant cash
generating units.
(iii)
Biological assets
GROUP
2010
2009
RM000
RM000
At 1 January
Costs incurred during the year
At 31 December
93,601
50,558
55,689
37,912
144,159
93,601
Included in biological assets costs incurred during the financial year are:
GROUP
2010
2009
RM000
RM000
Depreciation of property, plant and equipment (Note 13)
Hire purchase interest expense
Interest expense
2,698
262
4,455
1,477
189
1,638
91
22.
Deferred tax
Deferred income tax as at 31 December relates to the following:
group
As at 1 Recognised
As at 31 Recognised
As at 31
January in profit Exchange December in profit Exchange December
2009
or loss Difference
2009
or loss Difference
2010
RM'000
RM'000
RM'000
RM'000
RM'000
RM'000
RM'000
Deferred tax
liabilities:
Property, plant and
equipment
Timber rights
Biological assets
(68,597)
(6,170)
(8,246)
(1,864)
(3,839)
(1)
-
(70,462)
(6,170)
(12,085)
(5,544)
(4,989)
1
-
(76,005)
(6,170)
(17,074)
(83,013)
(5,703)
(1)
(88,717)
(10,533)
(99,249)
550
(33)
517
20
537
13,761
13,061
26,822
9,278
36,100
140
21
172
140
193
19
(182)
159
11
14,472
13,200
27,672
9,135
36,807
(68,541)
7,497
(1)
(61,045)
(1,398)
(62,442)
company
As at 1 Recognised As at 31 Recognised As at 31
January in profit December in profit December
2009
or loss
2009
or loss
2010
RM'000
RM'000
RM'000
RM'000
RM'000
(49)
(20)
(69)
16
(53)
26
26
12
(23)
12
3
26
26
(11)
15
(23)
(20)
(43)
(38)
GROUP
2010
2009
RM000
RM000
Presented after appropriate offsetting as follows:
Deferred tax assets
Deferred tax liabilities
COMPANY
2010
2009
RM000
RM000
36,807
(99,249)
27,672
(88,717)
15
(53)
26
(69)
(62,442)
(61,045)
(38)
(43)
92
22,667
9,025
23,473
54
14,998
1,728
20,955
10
55,219
37,691
13,805
9,423
The unutilised tax losses, unabsorbed capital allowances and unabsorbed reinvestment allowances and others of
the Group are available for offset against future taxable profits subject to guidelines issued by the tax authority.
23.
Inventories
GROUP
2010
2009
RM000
RM000
At cost
Finished goods
Work-in-progress
Raw materials
Consumable inventories
Materials in transit
Completed properties
24.
109,954
19,306
22,131
19,448
244
1,251
186,886
16,827
15,069
16,614
838
1,251
172,334
237,485
COMPANY
2010
2009
RM000
RM000
109,463
109,463
(1,888)
116,348
116,348
(1,271)
8,554
8,554
-
74,693
74,693
-
107,575
115,077
8,554
74,693
93
24.
COMPANY
2010
2009
RM000
RM000
36
27,506
13,929
201
41,733
12,430
35,740
498
175
71,402
486
519
41,471
54,364
36,413
72,407
(8,619)
(8,634)
(454)
(454)
(6,710)
(7)
(8,619)
(8,634)
(7,164)
(461)
32,852
45,730
29,249
71,946
140,427
160,807
37,803
146,639
Trade receivables
Trade receivables are non-interest bearing and generally on 30 to 90 days (2009: 30 to 90 days). Other
credit terms are assessed and approved on a case-by-case basis. They are recognised at their original
invoice amounts which represents their fair values on initial recognition.
Ageing analysis of trade receivables
The ageing analysis of the Group's trade receivables is as follows:
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
42,063
37,046
2,748
119
8,732
2,103
3,475
323
43,912
15,227
5,470
12,670
5,227
39,374
121
96
96
66
5,427
84
84
84
84
74,238
Impaired
58,545
8,855
77,968
1,334
5,806
-
74,574
-
109,463
116,348
8,554
74,693
94
GROUP
individualLY
impaired
2010
2009
RM000
RM000
total
2010
2009
RM000
RM000
5,647
3,208
1,334
8,855
1,334
(553)
(1,335)
(1,271)
(1,888)
(1,271)
5,094
1,873
63
6,967
63
1,271
1,615
421
(31)
(1,388)
1,333
23
(53)
(32)
1,888
1,271
Trade receivables that are individually determined to be impaired at the reporting date relate to debtors
that are in significant financial difficulties and have defaulted on payments. These receivables are not
secured by any collateral or credit enhancements.
(b)
(c)
Other receivables
Other receivables that are impaired
Movements in allowance accounts:
group
2010
2009
RM000
RM000
At 1 January
Effect of adopting FRS 139
Charge for the year (Note 8)
Written off
Reversal of impairment losses (Note 6)
8,634
200
89
(126)
(178)
8,634
125
(125)
-
At 31 December
8,619
8,634
95
25.
COMPANY
2010
2009
RM000
RM000
221,364
164,552
2,930
1,064
12,984
15,129
4,537
3,735
234,348
179,681
7,467
4,799
The weighted average effective interest rates per annum for deposits at the end of the financial year are:
GROUP
2010
%
Licensed financial institutions
2009
%
1.05
0.72
COMPANY
2010
2009
%
%
2.61
1.86
Included in deposits of the Group was fixed deposits of RM131,000 (2009: RM128,000) pledged to licensed
financial institutions for bank guarantee facility granted to the Group.
For the purpose of the consolidated statement of cash flow, cash and cash equivalents comprise the following
at the reporting date:
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
234,348
(26,639)
179,681
(18,615)
7,467
-
4,799
-
207,709
161,066
7,467
4,799
26.
One of the subsidiaries of the Company operates an unfunded defined benefit plan for its eligible employees
in accordance with the terms and conditions of employment between the subsidiaries and its employees.
2,149
2,070
78
73
327
223
1,521
327
223
1,447
2,071
1,997
2,149
2,070
Analysed as:
Current
Within 1 year
Non-current:
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
Later than 5 years
96
212
238
At 1 January
Add: Current year provision (Note 9)
2,070
212
2,200
238
2,282
(133)
2,149
2,438
(368)
2,070
The principal assumptions used in determining the defined benefit plans are shown below:
GROUP
2010
%
Discount rate
Expected rate of salary increases:
- below age 25
- ages 25 - 29
- ages 30 - 34
- ages 35 - 39
- ages 40 - 44
- from age 45
27.
2009
%
6.2
5.5
6.0
6.0
5.0
4.0
3.5
3.5
8.0
8.0
8.0
6.0
4.0
3.5
maturity
Current
Secured:
Bank overdrafts
Term loans
Trade financing facilities
Hire purchase payables
(Note 33(b))
Unsecured:
Bank overdrafts
Trade financing facilities
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
On demand
2011
2011
19,540
5,905
78,622
15,649
6,100
79,728
2011
4,695
9,237
20
108,762
110,714
20
7,099
134,591
2,966
139,358
250,452
253,038
20
2011
2011
97
27.
maturity
Non-current
Secured:
Term loans
Hire purchase payables
(Note 33(b))
64,782
47,343
2012-2014
2,180
4,181
66,962
51,524
376
376
67,338
51,900
317,790
304,938
20
26,639
70,687
213,213
6,875
18,615
53,443
219,086
13,418
20
376
376
317,790
304,938
20
The remaining maturities of the loans and borrowings as at 31 December are as follows:
GROUP
2010
2009
RM000
RM000
On demand or within 1 year
More than 1 year and less than 2 years
More than 2 years and less than 5 years
5 years or more
COMPANY
2010
2009
RM000
RM000
2012-2022
GROUP
2010
2009
RM000
RM000
COMPANY
2010
2009
RM000
RM000
250,452
15,099
35,658
16,581
253,038
8,765
6,373
36,762
20
-
317,790
304,938
20
The weighted average of interest rates per annum for borrowings at the end of the financial year, excluding hire
purchase payables, were as follows:
GROUP
2010
%
Bank overdrafts
Term loans
Trade financing facilities
Hire purchase payables
6.55
5.78
4.01
4.22
2009
%
6.33
5.47
3.98
3.55
The secured bank overdrafts and trade financing facilities of the Group are secured by certain assets of the
Group as disclosed in Note 13. The term loans are secured by the following:
(a)
Registered charge over the property, plant and equipment and prepaid land lease payments of certain
subsidiaries as disclosed in Note 13 and Note 14 respectively; and
(b)
Debenture by way of a fixed and floating charge on the assets of certain subsidiaries and corporate
guarantee by the Company.
98
COMPANY
2010
2009
RM000
RM000
Trade payables
Third parties
40,744
41,642
Other payables:
Accruals
Sundry payables
Amount due to directors
Amount due to subsidiaries
Provision for other liabilities
10,056
9,630
9
149
5,547
19,458
208
151
211
1,819
49,862
-
237
1,858
80,900
-
19,844
25,364
51,892
82,995
60,588
317,790
67,006
304,938
51,892
-
82,995
20
378,378
371,944
51,892
83,015
(a)
Trade payables
Trade payables are non-interest bearing. Trade payables are normally settled on 30 to 90 days (2009: 30
to 90 days) terms.
(b)
Other payables
Other payables are non-interest bearing. Other payables are normally settled on average 6 months (2009:
on average 6 months).
(c)
29.
Amount
Share
Total
Share
Capital
share
Capital
(issued
capital
(issued and Treasury
and
Share
and share Treasury
fully paid) shares fully paid) premium premium
shares
'000
'000
RM'000
RM'000
RM'000
RM'000
At 1 January 2009
Purchase of treasury
shares
At 31 December 2009
Purchase of treasury
shares
At 31 December 2010
438,014
(3,231)
219,007
45,708
264,715
(7,460)
438,014
(20)
(3,251)
219,007
45,708
264,715
(19)
(7,479)
438,014
(20)
(3,271)
219,007
45,708
264,715
(23)
(7,502)
99
29.
2,000,000
2,000,000
1,000,000
1,000,000
Share capital
The holders of ordinary shares (except treasury shares) are entitled to receive dividends as and when
declared by the Company. All ordinary shares carry one vote per share without restrictions and rank
equally with regard to the Company residual assets.
(b)
Share premium
Share premium account can be utilised for distribution to the members of the Company by way of
bonus share issue.
(c)
Treasury shares
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount
consists of the acquisition costs of treasury shares net of the proceeds received on their subsequent
sale or issuance.
At the Annual General Meeting held on 25 June 2010, the Company obtained a renewal of mandate to
purchase its own shares on Bursa Malaysia Securities Berhad.
The Company acquired 20,000 (2009: 20,000) shares in the Company through purchases on the Bursa
Malaysia Securities Berhad during the financial year. The total amount paid to acquire the shares was
RM23,000 (2009: RM19,000) and this was presented as a component within shareholders' equity.
The directors of the Company are committed to enhancing the value of the Company for its
shareholders and believe that the repurchase plan can be applied in the best interests of the Company
and its shareholders. The repurchase transactions were financed by internally generated funds. The
share repurchased are being held as treasury shares.
Of the total 438,013,388 issued and fully paid ordinary shares as at 31 December 2010, 3,271,000 shares
are held as treasury shares by the Company. As at 31 December 2010, the number of outstanding
ordinary shares in issued after set-off is therefore 434,742,388.
There has been no resale of treasury shares or cancellation of shares bought back during the financial
year.
100
3,251,000
10,000
10,000
7,478,958
1.24
1.07
1.24
1.07
1.24
1.07
3,271,000
7,502,058
Transaction costs:
30.
12,400
10,700
169
7,502,227
Other reserves
group
Foreign
currency
Fair value
translation adjustment
reserve
reserve
Note
RM'000
RM'000
Total
RM'000
At 1 January 2009
947
947
254
254
1,201
1,201
1,201
-
(127)
1,201
(127)
1,201
(127)
1,074
(729)
1,079
(449)
-
1,079
(449)
(729)
472
503
975
At 31 December 2009
At 1 January 2010
Effect of adopting FRS 139
Other comprehensive income:
Available-for-sale financial assets:
- Gain on fair value changes
- Transfer to profit or loss upon disposal
Foreign currency translation
At 31 December 2010
2.2(d)
101
30.
company
Foreign
currency
Fair value
translation adjustment
reserve
reserve
Note
RM'000
RM'000
Total
RM'000
400
400
At 1 January 2010
Effect of adopting FRS 139
400
-
(109)
400
(109)
400
(109)
291
1,070
(449)
1,070
(449)
400
512
912
(b)
31.
Retained profits
Prior to the year of assessment 2008, Malaysian companies adopt the full imputation system. In accordance
with the Finance Act 2007 which was gazetted on 28 December 2007, companies shall not be entitled to deduct
tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted from
tax in the hands of the shareholders ("single tier system"). However, there is a transitional period of six years,
expiring on 31 December 2013, to allow companies to pay franked dividends to their shareholders under limited
circumstances. Companies also have an irrevocable option to disregard the 108 balance and opt to pay dividends
under the single tier system. The change in the tax legislation also provides for the 108 balance to be locked-in
as at 31 December 2007 in accordance with Section 39 of the Finance Act 2007.
The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during the
transitional period, the Company may utilise the credit in the 108 balance as at 31 December 2010 and 2009 to
distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act 2007. As at 31
December 2010 and 2009, the Company has sufficient credit in the 108 balance to pay franked dividends out of
its entire retained profits.
As at reporting date, the Company has tax exempt profits available for distribution of approximately
RM38,922,000 (2009: RM32,920,000), subject to the agreement of the Inland Revenue Board.
102
363
792
360
360
360
313
792
540
420
216
126
Information regarding outstanding balances arising from related party transactions as at 31 December
2010 are disclosed in Note 24 and Note 28.
(ii)
2010
note RM'000
group
Amounts
receivable/
(payable)
as at
31.12.10
2009
RM'000
RM'000
Amounts
receivable/
(payable)
as at
31.12.09
RM'000
31
245
161
Purchase of logs:
Harbour-View Realty Sdn. Bhd.
Protection Gloves Sdn. Bhd.
Hung Ling Sawmill Sdn. Bhd.
Faedah Mulia Sdn. Bhd.
Sabal Sawmill Sdn. Bhd.
Harvard Rank Sdn. Bhd.
Lee Ling Enterprise Sdn. Bhd.
Common Elite Venture Sdn. Bhd.
Sunrise Megaway Sdn. Bhd.
WTK Reforestation Sdn. Bhd.
W T K Realty Sdn. Bhd.
b
c
d
e
f
g
h
i
j
k
l
7,026
6,902
18,510
1,186
24,697
1,923
26,514
1,113
-
988
2,850
214
288
2,942
228
865
6
-
5,067
4,894
574
16,191
1,248
14,324
2,010
2,512
27,246
377
900
6,251
3,877
291
1,000
3,821
522
376
2,123
1,855
-
87,871
8,381
75,343
20,116
6,452
1,962
663
1,512
1,511
(104)
(96)
(363)
4,949
1,442
456
1,202
19
-
10,589
948
8,049
19
l
m
n
o
103
32.
2010
note RM'000
group
Amounts
receivable/
(payable)
as at
31.12.10
2009
RM'000
RM'000
Amounts
receivable/
(payable)
as at
31.12.09
RM'000
9,405
2,319
6,648
3,549
1,578
(9)
1,454
20,587
(288)
21,094
Purchase of fertilizer:
TSC Service & Warehousing
Sdn. Bhd.
3,153
(94)
b
d
l
r
s
t
5,577
1,970
5,991
3,363
3,148
919
(47)
(31)
(9)
(158)
(8)
4,668
1,584
4,702
3,380
3,240
151
2,887
4,905
-
20,968
(253)
17,725
7,792
(a)
(b)
(c)
104
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major
shareholders of Hung Ling Sawmill Sdn. Bhd..
(e) Faedah Mulia Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai and Wong Kie Chie are directors and/or major shareholders of Faedah Mulia Sdn.
Bhd., whilst a family member is also a director of Faedah Mulia Sdn. Bhd..
(f)
Sabal Sawmill Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors of Sabal Sawmill Sdn.
Bhd.. Siew Doh Development Co. Sdn. Bhd. and Double E. Holdings Sdn. Bhd., companies
deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie Nai and Wong Kie Chie, by virtue
of their substantial shareholdings in both these companies, are major shareholders of Sabal
Sawmill Sdn. Bhd..
(g) Harvard Rank Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai, Wong Kie Chie, Patrick Wong Haw Yeong and a family member are directors
and/or major shareholders of Harvard Rank Sdn. Bhd..
(h)
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai and Patrick Wong Haw Yeong are directors of Lee Ling Enterprise Sdn. Bhd..
W T K Timber Processing Industries Sdn. Bhd., a company deemed connected to Datuk Wong
Kie Yik and Datuk Wong Kie Nai by virtue of their substantial shareholdings in W T K Timber
Processing Industries Sdn. Bhd., is the sole shareholder of Lee Ling Enterprise Sdn. Bhd..
(i)
(j)
The directors and major shareholders of the Company, namely Datuk Wong Kie Yik and Datuk
Wong Kie Nai are major shareholders of Sunrise Megaway Sdn. Bhd..
105
32.
(l)
(m)
(n)
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai, Wong Kie Chie and Patrick Wong Haw Yeong are directors and/or major
shareholders of Syarikat Kalulong Sdn. Bhd., whilst family members are also directors and/or
major shareholders of Syarikat Kalulong Sdn. Bhd..
(o)
(p)
(q)
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik,
Datuk Wong Kie Nai, Wong Kie Chie and W T K Realty Sdn. Bhd. are directors and/or major
shareholders of W.T.K. Enterprises Sdn. Bhd., whilst family members are also directors and/or
major shareholders of W.T.K. Enterprises Sdn. Bhd..
Sing Chew Coldstorage Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai and Patrick Wong Haw Yeong are directors of Sing Chew Coldstorage Sdn. Bhd.
("Sing Chew"), whilst Sing Chew is wholly-owned by TMC Importer & Exporter Sdn. Bhd., a
company deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie Nai, Wong Kie Chie and
W T K Realty Sdn. Bhd. (a major shareholder of the Company) by virtue of their substantial
shareholdings in TMC Importer & Exporter Sdn. Bhd..
106
(s)
(t)
(u)
The family members of Datuk Wong Kie Nai, a director and major shareholder of the Company,
are directors and major shareholders of Ann Yun Logistics Sdn. Bhd..
W T K Realty Builder Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk
Wong Kie Nai, and Wong Kie Chie are directors and/or major shareholders of W T K Realty
Builder Sdn. Bhd., whilst family members are also directors and/or major shareholders of W T
K Realty Builder Sdn. Bhd..
TSC Service & Warehousing Sdn. Bhd.
The directors and/or major shareholders of the Company, namely Datuk Wong Kie Yik and
Datuk Wong Kie Nai are directors and/or major shareholders of TSC Service & Warehousing
Sdn. Bhd., a company wholly-owned by W T K Realty Sdn. Bhd., whilst Wong Kie Chie is deemed
a major shareholder in TSC Service & Warehousing Sdn. Bhd. by his shareholding in W T K
Realty Sdn. Bhd..
Related parties referred to companies in which the Company's directors have substantial interests.
Sale of timber related products to companies, are determined based on competitive pricing of similar
products in the open market.
Other related party transactions (apart from the sawn timber and logs transactions) are mainly to
provide support to the Group's day-to-day operations, procure the services of related parties who have
the necessary expertise and facilities, reduce inventory lead-time and ensure continuous production,
thus allowing the Group to be more competitive. The pricing of these transactions were based on the
prevailing market rates.
(iii)
10,950
10,315
COMPANY
2010
2009
RM000
RM000
1,954
1,777
1,040
979
229
204
11,990
11,294
2,183
1,981
107
32.
33.
3,391
3,129
COMPANY
2010
2009
RM000
RM000
823
718
Commitments
(a)
Capital commitments
GROUP
2010
2009
RM000
RM000
Capital expenditure
Approved and contracted for:
- Acquisition of a subsidiary
Approved but not contracted for:
- Property, plant and equipment
(b)
11,821
225
1,000
COMPANY
2010
2009
RM000
RM000
5,130
1,025
1,347
10,072
4,026
546
20
-
7,502
(627)
14,644
(1,226)
20
-
6,875
13,418
20
108
Commitments (cont'd)
(b)
34.
COMPANY
2010
2009
RM000
RM000
4,695
909
1,271
9,237
3,680
501
20
-
6,875
13,418
20
(4,695)
(9,237)
(20)
2,180
4,181
Contingent liabilities
GROUP
2010
2009
RM000
RM000
Secured
Guarantees to banks and financial institutions
on behalf of subsidiaries
Guarantees to third parties on behalf of
other companies
COMPANY
2010
2009
RM000
RM000
168,849
148,820
3,068
2,671
The guarantees to banks and financial institutions by the Company are secured by fixed and floating charges over
the assets and undertakings of the subsidiaries.
GROUP
2010
2009
RM000
RM000
Unsecured
Guarantees to banks and financial institutions
on behalf of subsidiaries
Potential tax liabilities:
- Tax penalties
- Additional tax in respect of prior years
Legal claim
COMPANY
2010
2009
RM000
RM000
141,690
142,324
262
132
639
399
887
-
1,033
1,286
141,690
142,324
In previous financial year, a subsidiary namely General Aluminium Works (M) Sdn. Bhd. was subjected to tax
audit by the Inland Revenue Board ("IRB"). The IRB reassessed the tax computations for the years of assessment
2004 to 2006 and had proposed preliminary adjustments totalling RM6.9 million, resulting in potential tax
liabilities of RM1.286 million.
The subsidiary disagreed with the audit findings of the IRB and appealed against the additional tax and penalties
payable. At the date of the financial statements, the outcome of the appeal is still pending.
Adjustments will only be made in the financial statement when the outcome of the tax audit is more certain.
109
35.
Comparatives
Following comparative amounts have been restated:
As
previously
As
stated Adjustments restated
Note
RM'000
RM'000
RM'000
Consolidated statement
of financial position
31 December 2009
Property, plant and equipment
Prepaid land lease payments
Deferred tax assets
Deferred tax liabilities
2.2 (e)
2.2 (e)
2.3
2.3
601,053
91,875
27,672
88,717
46,987
(46,987)
(27,468)
(27,468)
648,040
44,888
204
61,249
2.2 (e)
2.2 (e)
2.3
2.3
580,190
96,678
14,472
83,013
50,683
(50,683)
(14,472)
(14,472)
630,873
45,995
68,541
1 January 2009
Property, plant and equipment
Prepaid land lease payments
Deferred tax assets
Deferred tax liabilities
36.
Fair value of financial instruments by classes that are not carried at fair value and whose
carrying amounts are not reasonable approximation of fair value
2010
2009
RM000
RM000
Carrying
Fair
Carrying
Fair
NOTE amount
value
amount
value
Group
Financial assets:
Investment securities (non-current)
- Quoted equity instruments
- Unquoted equity instruments
19
19
3,983
200
3,983
*
4,491
1,651
4,366
*
Company
Financial assets:
Investment securities (non-current)
- Quoted equity instruments
19
3,914
3,914
4,410
4,300
*
Investment in unquoted equity instruments carried at cost (Note 19)
Fair value information has not been disclosed for the Group's investments in equity instruments
that are carried at cost because fair value cannot be measured reliably.
110
Financial instruments that are not carried at fair value and whose carrying amounts are
reasonable approximation of fair value
The following are classes of financial instruments that are not carried at fair value and whose carrying
amounts are approximation of fair value:
NOTE
Trade and other receivables (current)
Trade and other payables (current)
Loans and borrowings (current)
Loans and borrowings (non-current)
24
28
27
27
The carrying amounts of these financial assets and liabilities of the Company are reasonable approximation
of fair value due to their short-term nature. The fair value of non-current portion of approximates its
carrying amount due to the interest rate of the term loan approximately the prevailing market rate.
37.
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments should a counterparty
default on its obligations. The Groups and the Companys exposure to credit risk arises primarily from
trade and other receivables. For other financial assets (including investment securities and cash and bank
balances), the Group and the Company minimise credit risk by dealing exclusively with high credit rating
counterparties.
The Groups objective is to seek continual revenue growth while minimising losses incurred due to
increased credit risk exposure. The Group trades only with recognised and creditworthy third parties. It
is the Groups policy that all customers who wish to trade on credit terms are subject to credit verification
procedures. In addition, receivable balances are monitored on an ongoing basis with the result that
the Groups exposure to bad debts is not significant. Since the Group trades only with recognised and
creditworthy third parties, there is no requirement for collateral.
The Group and the Company do not have any significant exposure to any individual customer or
counterparty nor does it have any major concentration of credit risk related to any financial assets.
111
37.
2009
%
of total
RM'000
%
of total
By country:
Malaysia
India
Japan
People's Republic of China
Australia
Philippines
Indonesia
Other countries
55,465
19,003
17,190
1,383
987
2,737
1,173
9,637
52%
18%
16%
1%
0%
3%
1%
9%
70,571
23,693
2,967
3,537
1,603
955
438
11,313
61%
21%
3%
3%
1%
1%
0%
10%
107,575
100%
115,077
100%
Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Groups and the Companys exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities. The Groups and the
Companys objective is to maintain a balance between continuity of funding and flexibility through the
use of stand-by credit facilities.
The Groups and the Companys liquidity risk management policy is that not more than 80% (2009:
80%) of loans and borrowings should mature in the next one year period, and to maintain sufficient
liquid financial assets. At the reporting date, approximately 79% (2009: 83%) of the Group's loans and
borrowings in Note 27 will mature in less than one year based on the carrying amount reflected in the
financial statements.
112
The table below summarises the maturity profile of the Groups and the Companys liabilities at the
reporting date based on contractual undiscounted repayment obligations.
Financial liabilities:
On
demand
or within One to Over five
one year five years years
RM'000
RM'000
RM'000
Total
RM'000
2010
Group
Trade payables
Loans and borrowings
40,744
250,452
50,757
16,581
40,744
317,790
291,196
50,757
16,581
358,534
Company
Amounts due to subsidiaries
49,862
49,862
49,862
49,862
2009
Group
Trade payables
Loans and borrowings
41,642
253,038
15,138
36,762
41,642
304,938
294,680
15,138
36,762
346,580
Company
Amounts due to subsidiaries
80,900
80,900
80,900
80,900
(c)
Interest rate risk is the risk that the fair value or future cash flows of the Groups and the Companys
financial instruments will fluctuate because of changes in market interest rates.
The Groups and the Companys exposure to interest rate risk arises primarily from their loans and
borrowings and loans at floating rates given to related parties. The Group manages its interest rate
exposure by maintaining a mix of fixed and floating rate borrowings. The Group actively reviews its debt
portfolio, taking into account the investment holding period and nature of its assets. As the Group has no
significant interest-bearing financial assets, the Group's income and operating cash flow are substantially
independent of changes in market interest rates. The Group's interest-bearing financial asset are mainly
short-term in nature and have been mostly placed in fixed deposits.
The Group has minimal exposure to interest rate risk at the reporting date. The maturities and interest
rates of financial assets and liabilities are disclosed in Note 25 and 27.
At the reporting date, if interest rates had been 50 basis points lower/higher, with all other variables held
constant, the Group's profit net of tax would have been RM1,443,500 higher/lower, arising mainly as a
result of lower/higher interest expense on floating rate loans and borrowings and higher/lower interest
income from floating rate loans to related parties. The assumed movement in basis points for interest rate
sensitivity analysis is based on the currently observable market environment.
113
37.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group has transactional currency exposures arising from sales or purchases that are denominated in
a currency other than the respective functional currencies of Group entities, primarily Ringgit Malaysia,
United States Dollar, Hong Kong Dollar, Pound Sterling, Singapore Dollar, Swedish Francs and Australian
Dollar.
The Group is also exposed to currency translation risk arising from its net investments in foreign
operations, in Singapore. The Groups net investments in Singapore are not hedged as currency positions
in Singapore Dollar is considered to be long-term in nature.
The net unhedged financial assets and financial liabilities of the Group that are not denominated in their
functional currencies are as follows:
Cash
Trade
Other
Trade
Other
equivalents receivables receivables payables payables
RM'000
RM'000
RM'000
RM'0000
RM'000
At 31 December 2010:
United States Dollar
Singapore Dollar
Swiss Francs
Australian Dollar
At 31 December 2009:
United States Dollar
Hong Kong Dollar
Pound Sterling
Singapore Dollar
Swiss Francs
Australian Dollar
(e)
4,504
-
4,171
20
343
-
(71)
(227)
(15)
-
(329)
(240)
-
4,504
4,191
343
(313)
(569)
4,976
-
3,651
260
33
(261)
(62)
(60)
(14)
-
4,976
3,944
(397)
Market price risk is the risk that the fair value or future cash flows of the Groups financial instruments
will fluctuate because of changes in market prices (other than interest or exchange rates).
The Group is exposed to equity price risk arising from its investment in quoted equity instruments.
The quoted equity instruments in Malaysia are listed on the Bursa Malaysia, whereas the quoted equity
instruments outside Malaysia are substantially listed on Tokyo Stock Exchange in Japan. The Group does
not have exposure to commodity price risk.
The Group's objective is to manage investment returns and equity price risk using a mix of investment
grade shares with steady dividend yield and non-investment grade shares with higher volatility.
114
38.
At the reporting date, 5% (2009: 27%) of the Group's equity portfolio consists of non-investment grade
shares of companies operating in Malaysia, while the remaining portion of the equity portfolio comprises
investment grade shares included in the FTSE Bursa Malaysia KLCI and Tokyo Stock Exchange in
Japan.
At the reporting date, if the FTSE Bursa Malaysia KLCI had been 5% higher/lower, with all other
variables held constant, the Group's other reserve in equity would have been RM195,800 higher/lower,
arising as a result of an increase/decrease in the fair value of equity instruments classified as availablefor-sale. As at reporting date, the impact of changes in 2% on Tokyo Stock Exchange in Japan, with all
other variables constant, is immaterial to the Group's equity.
Capital management
The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating and
healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during
the years ended 31 December 2010 and 31 December 2009.
The Group monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The
Groups policy is to keep the gearing ratio between 20% and 30%. The Group includes within net debt, loans
and borrowings, trade and other payables, less cash and bank balances. Capital includes equity attributable to the
owners of the parent less the fair value adjustment reserve.
NOTE
Loans and borrowings
Trade and other payables
Less: Cash and bank balances
COMPANY
2010
2009
RM000
RM000
317,790
60,588
(234,348)
304,938
67,006
(179,681)
51,892
(7,467)
20
82,995
(4,799)
144,030
192,263
44,425
78,216
1,083,425
(503)
1,064,205
-
424,971
(512)
434,390
-
Total capital
1,082,922
1,064,205
424,459
434,390
1,226,952
1,256,468
468,884
512,606
12%
15%
9%
15%
Net debt
Gearing ratio
27
28
25
GROUP
2010
2009
RM000
RM000
115
39.
Segment information
For management purposes, the Group is organised into business units based on their products and services, and
has four reportable operating segments as follows:
(i)
Timber - the extraction and sale of timber, manufacture and sale of plywood, veneer and sawn timber.
(ii)
Trading - the trading of tapes, foil, papers and electrostatic discharge products.
(iii)
Manufacturing - conversion of aluminium foils, flexible packaging, metallized and electrostatic discharge
products, manufacture and sale of adhesive and gummed tapes.
(iv)
Other business segments include investment holding, property investment, property rental, plant and
equipment rental and plantation, none of which are of a sufficient size to be reported separately.
Management monitors the operating results of its business units separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on operating
profit or loss which, in certain respects as explained in the table below, is measured differently from operating
profit or loss in the consolidated financial statements. Group financing (including finance costs) and income
taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segments are on arm's length basis in a manner similar to transactions with
third parties.
49,832
Segment liabilities
3,359
107
35,647
104,504
94,639
952,783 1,000,475
57,510
115
5,461
47
363
-
46,579
55
46,634
616
(3,628)
1,984
33,563
187
10
32,526
-
342
45
31,705
-
440,009
128,420
568,429
2,998
15
36,011
30
5,242
61
401
-
44,054
19
44,073
10,995
2,741
1,044
110,312
1,547
(622)
450
3,422
-
77,151
16,734
93,885
9,198
3,041
873
103,768
78
1,745
(4,792)
500
3,880
-
67,657
16,271
83,928
2,457
8
416,663
9,359
69
2,885
159
6,142
349
663
2,982
8,864
11,846
2,630
21
345,562
8,696
20
267
121
232
336
(356)
2,840
2,407
5,247
INVESTMENT
HOLDINGS
TRADING
manufacturing AND OTHERS
2010
2009
2010
2009
2010
2009
RM000 RM000 RM000 RM000 RM000 RM000
Assets
Investment in equity method
of an associate
Investment in equity method of
a jointly controlled entity
Additions to non-current assets
Segment assets
Results
Interest income
Dividend income
Depreciation and amortisation
Share of profit/(loss) of an associate
Share of profit of a jointly
controlled entity
Other non-cash expenses
Segment profit/(loss)
606,958
152,834
759,792
TIMBER
2010
2009
RM000 RM000
Revenue
External sales
Inter-segment sales
Total revenue
39.
381,808
23,724
(143)
(3,453)
(34)
(6,452)
-
367,413
24,775
(775)
(33)
(626)
-
(178,487) (147,117)
(178,487) (147,117)
D
E
B
C
8,696
78
2,411
(3,686)
336
116
37,143
(356)
554,560
554,560
448,451
439,749
2,741
3,041
105,663
95,548
1,539,129 1,510,591
9,359
3,572
37,834
514
185
35,839
663
733,670
733,670
ELIMINATIONS
CONSOLIDATED
2010
2009
2010
2009
RM000 RM000 notes RM000 RM000
116
cont'd
117
39.
Nature of adjustments and eliminations to arrive at amounts reported in the consolidated financial
statements
Other material non-cash expenses consist of the following items as presented in the respective notes
to the financial statements:
NOTE
Inventories written off
Allowance for impairment of financial assets
Loss on disposal of property, plant and equipment
Bad debts written off
2010
RM000
2009
RM000
57
1,961
1,263
291
166
1,618
402
225
3,572
2,411
The following items are added to / (deducted from) segment profit to arrive at "Profit before tax"
presented in the consolidated statement of comprehensive income:
2010
RM000
Share of results of associates
Profit from inter-segment sales
Finance cost
Unallocated corporate expenses
663
(8,893)
657
4,120
(982)
10
197
(3,453)
(775)
2009
RM000
2010
RM000
2009
RM000
51,864
3,241
50,558
54,579
3,057
37,912
105,663
95,548
The following items are added to/(deducted from) segment assets to arrive at total assets reported in
the consolidated statement of financial position:
Investment in associates
Investment in jointly controlled entity
Deferred tax assets
Tax recoverable
2010
RM000
2009
RM000
9,359
2,741
50
11,574
8,696
3,041
204
12,834
23,724
24,775
118
The following items are added to/(deducted from) segment liabilities to arrive at total liabilities
reported in the consolidated statement of financial position:
2010
RM000
2009
RM000
62,492
1,526
317,790
61,249
1,226
304,938
381,808
367,413
No geographical analysis has been prepared as the Group's business interest is predominantly located in
Malaysia.
Non-current asset information presented above consist of the following items as presented in the consolidated
statement of financial position:
2010
2009
RM000
RM000
Property, plant and equipment
Prepaid land lease payments
Investment properties
Intangible assets
Biological assets
40.
661,915
43,781
2,917
99,039
144,159
648,040
44,888
3,112
99,758
93,601
951,811
889,399
Dividends
GROUP AND
COMPANY
2010
2009
RM000
RM000
9,782
9,782
9,782
9,782
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December
2010, of 6% less 25% Malaysian Income Tax on 434,742,388 ordinary shares (excluded shares bought back and
held as treasury shares), amounting to a dividend payable of RM9,782 million (2.25 sen net per ordinary share)
will be proposed for shareholders' approval. The financial statements for the current financial year do not reflect
this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders'
equity as an appropriation of retained earnings in the financial year ending 31 December 2011.
119
41.
42.
On 25 January 2011, W T K Holdings Berhad via its wholly-owned subsidiary, Winning Plantation Sdn. Bhd.
acquire 1,500,000 ordinary shares of RM1.00 each, representing 100% of the entire issued and paid-up capital
of Borneo Agro-Industries Sdn. Bhd. ("Borneo Agro") for a total cash consideration of RM11,821,264.
This is for the acquisition of a parcel of land owned by Borneo Agro which is situated strategically adjacent to
one of the existing palm oil estate of the Group.
The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010 into
realised and unrealised profits is presented in accordance with the directive issued by Bursa Malaysia Securities
Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No.1, Determination
of Realised and Unrealised Profit or Losses in the Context of Disclosure pursuant to Bursa Malaysia Securities
Listing Requirements, as issued by Malaysian Institute of Accountants.
The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010, into
realised and unrealised profits, pursuant to the directive, is as follows:
GROUP
2010
RM000
Total retained profits of the Company and its subsidiaries:
- Realised
- Unrealised
934,969
(61,708)
166,884
(38)
873,261
166,846
7,854
(224)
506
9
881,406
(56,169)
166,8456
-
825,237
166,846
COMPANY
2010
RM000
The determination of realised and unrealised profits above is solely for complying with the disclosure requirements
as stipulated in the directive of Bursa Malaysia Securities Berhad and should not be applied for any purpose.
120
list of properties
ADDRESS/
LOCATION
AREA
TENURE
DATE OF
NET BOOK
LAST
VALUE
VALUATION/ AGE OF
OR COST
DESCRIPTION ACQUISITION BUILDING (RM000)
Lot 692*
Mukim 1
Prai Industrial Estate
Province Wellesley
3.14
acres
Leasehold
Land with
(Expires in 2045) factory
8 November
1985
26 years
Lot 682
Mukim 1
Prai Industrial Estate
Province Wellesley
2 acres
Leasehold
Land with
(Expires in 2069) factory
31 July 1980
Lot 2806
Mukim 1
Prai Industrial Estate
Province Wellesley
1 acre
Leasehold
Land with
(Expires in 2072) factory
31 July 1980
39 years }
}
}
}
39 years }
}
}
}
Lot 3318
76 km milestone
Ipoh/Penang
Main Trunk Road
34008 Taiping
Perak Darul Ridzuan
15.72
acres
Freehold
9 July 1980
38 years
Lot 11644*
Durian Sebatang
District of Hilir Perak
Perak Darul Ridzuan
2 acres
Leasehold
Agriculture
(Expires in 2010) land with
building
31 March 1981
38 plots of land
in Town of Lumut
District of Manjung
Perak Darul Ridzuan
98,049
sq. ft.
Freehold
24 June 1994
860
41 parcels of land of
Taman Kuningsari*
District of Larut &
Matang
Perak Darul Ridzuan
108,652
sq. ft.
Leasehold
Vacant land
(Expires in 2083)
22 August 1991
391
71,360
sq. ft.
Freehold
Office space
30 May 1994 to
19 January 2006
34 years
13,441
Level 2 & 3
Wisma Central
Lot 150, Section 58
Jalan Ampang
50450 Kuala Lumpur
108,597
sq. ft.
Freehold
Car parks
23 November
1993
30 years
8,121
Land with
factory
Vacant Land
1,363
1,014
7,532
121
list of properties
ADDRESS/
LOCATION
AREA
TENURE
DATE OF
NET BOOK
LAST
VALUE
VALUATION/ AGE OF
OR COST
DESCRIPTION ACQUISITION BUILDING (RM000)
F4-19(H)*
Amber Court
Villa D Genting Resort
Genting Highlands
927
sq. ft.
Freehold
Resort
Apartment
30 November
1995
15 years
159
MLO 10341*
Jalan Temenggong 1
Kangkar Tebrau
81100 Johor Bahru
Johore Darul Takzim
12,754
sq. ft.
Freehold
Vacant land
25 September
1990
173
No. 86*
Tagore Lane
Industrial Estate
11,354
sq. ft.
Freehold
Land with
office &
warehouse
30 September
1983
27 years
3,488
No. 88*
Tagore Lane
Industrial Estate
7,685
sq. ft.
Freehold
Land with
warehouse
20 July 2007
27 years
5,238
2.4361
hectares
Leasehold
Plywood
(Expires in 2040) factory,
office, labour
quarters and
warehouse
31 December
1995
24 years
12,108
6.2753
hectares
Leasehold
(Expires in 2917)
(Expires in 2915)
(Expires in 2019)
(Expires in 2027)
Sawmill factory,
office, labour
quarters and
warehouse
2 September
1996
20 years
17,117
10.7965
hectares
Leasehold
(Expires in 2024)
(Expires in 2034)
(Expires in 2024)
(Expires in 2039)
(Expires in 2038)
(Expires in 2039)
Freehold
Sawmill factory,
office, labour
quarters and
warehouse
2 September
1996
17 years
13,618
8.5
hectares
Leasehold
(Expires in 2033)
(Expires in 2910)
(Expires in 2019)
(Expires in 2911)
Sawmill factory,
office, labour
quarters and
warehouse
2 September
1996
20 years
20 years
15 years
15 years
17,868
122
list of properties
ADDRESS/
LOCATION
AREA
TENURE
DATE OF
NET BOOK
LAST
VALUE
VALUATION/ AGE OF
OR COST
DESCRIPTION ACQUISITION BUILDING (RM000)
7.9906
hectares
Freehold
Plywood factory,
office, labour
quarters and
warehouse
1 January 1996
20 years
16 years
16 years
42,353
Lot 818
0.5285
hectares
Leasehold
Log pond
(Expires in 2065)
30 August 2005
5 years
198
Lot 3***
Suad Land District
Kapit
8.0087
hectares
Leasehold
Sawmill & log
(Expired in 2008) pond
New factory
extension
New factory
2 September
1996
37 years
841
9 years
793
4 years
724
7.3935
hectares
Leasehold
Log pond
(Expires in 2021)
2 September
1996
159
Lot 3***
Oyan Land District
Kapit
1.8939
hectares
Leasehold
Log pond
(Expired in 2000)
2 September
1996
19
4,610
sq. ft.
Leasehold
2-storey
(Expires in 2019) semi-detached
industrial
shophouses
2 September
1996
30 years
68
Lot 837*
Kemena Land District
Bintulu
3,400
sq. ft.
Leasehold
2-storey corner
(Expires in 2044) terrace house
2 September
1996
25 years
104
16.617
hectares
Leasehold
Log pond and
(Expires in 2019) labour quarters
(Expires in 2020)
(Expires in 2022)
8 September
2000
8 August 2000
8 September
2000
305
Leasehold
3-storey
(Expires in 2063) intermediate
shophouse
31 March 2004
6 years
329
31 July 2006
28 years
120,757
1,461
sq. ft.
29.04
hectares
Leasehold
Plywood factory
(Expires in 2051) office, labour
quarters and
warehouse
123
list of properties
ADDRESS/
LOCATION
AREA
TENURE
DATE OF
NET BOOK
LAST
VALUE
VALUATION/ AGE OF
OR COST
DESCRIPTION ACQUISITION BUILDING (RM000)
1,879
hectares
Leasehold
Oil palm
(Expires in 2059) plantations
(Expires in 2059)
18 March 2008
8,809
Pandaruan Land
District
Limbang
Lot 3686*
Lot 3691*
Lot 3693*
1,602
hectares
Leasehold
Oil palm
(Expires in 2059) plantations
(Expires in 2059)
(Expires in 2059)
18 March 2008
5,279
6,071
hectares
Leasehold
Oil palm
(Expires in 2068) plantations
5 May 2008
23,719
2,420
hectares
Leasehold
Oil palm
(Expires in 2071) plantations
31 December
2010
2,091
124
statistic of shareholdings
as at 10 May 2011
Authorised Capital
Issued and fully Paid-up Capital
Number of Shares Issued
Number of Shares Retained in Treasury
Number of Shareholders
Class of Shares
Voting Rights
:
:
:
:
:
:
:
RM1,000,000,000.00
RM219,006,694.00
438,013,388
3,281,000
4,304
Ordinary shares of RM0.50 each
One vote per RM0.50 share
DISTRIBUTION OF SHAREHOLDINGS
RANGE OF HOLDINGS
Less than 100
100 to 1,000
NO. OF
HOLDERS
100
% OF
HOLDERS
2.32
NO. OF
SHARES
3,836
% OF
SHARES
0.00
477
11.08
391,096
0.09
2,571
59.74
13,185,539
3.03
10,001 to 100,000
934
21.70
30,782,006
7.08
217
5.04
213,743,806
49.17
0.12
176,626,105
40.63
4,304
100.00
434,732,388
100.00
1,001 to 10,000
NAME
Pemanca Datuk Wong Kie Yik
DIRECT
NO. OF
SHARES
%
10,144,160
2.33
17,403,314
4.00
INDIRECT
NO. OF
SHARES
%
140,399,406
32.29
141,191,988
32.48
13,117,524
3.02
140,399,406
32.29
Notes:
1. Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue
of Section 6A(4)(c) of the Act.
2. Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue
of Section 6A(4)(c) of the Act and interests of spouse and children by virtue of Section 134(12)(c) of the Act.
125
statistic of shareholdings
as at 10 May 2011
cont'd
NAME
W T K Realty Sdn Bhd
DIRECT
NO. OF
SHARES
%
58,488,844
13.45
INDIRECT
NO. OF
SHARES
%
65,909,818
15.16
40,972,318
7.73
24,937,500
5.74
10,144,160
2.33
140,399,406
32.29
4.00
140,399,406
32.29
32.29
-
17,403,314
13,117,524
3.02
140,399,406
27,813,774
6.40
Notes:
1. Deemed interested through Kosa Bahagia Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section 6A(4)(c) of the Act.
2. Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue
of Section 6A(4)(c) of the Act.
THIRTY LARGEST REGISTERED HOLDERS
NO. NAME OF HOLDERS
SHAREHOLDINGS
1.
60,270,317
13.86
2.
33,604,514
7.73
3.
30,000,000
6.90
4.
27,813,774
6.40
5.
24,937,500
5.74
6.
16,383,550
3.77
7.
15,886,900
3.65
8.
11,555,500
2.66
9.
8,759,700
2.01
10.
8,303,596
1.91
11.
6,151,926
1.42
12.
5,976,600
1.37
126
statistic of shareholdings
as at 10 May 2011
cont'd
SHAREHOLDINGS
13.
5,043,392
1.16
14.
5,029,166
1.16
15.
4,386,550
1.01
16.
4,185,400
0.96
17.
4,100,000
0.94
18.
4,000,000
0.92
19.
3,245,000
0.75
20.
2,709,100
0.62
21.
2,650,000
0.61
22.
2,600,000
0.60
23.
2,481,200
0.57
24.
2,375,200
0.55
25.
2,358,900
0.54
26.
2,322,500
0.53
27.
2,311,500
0.53
28.
2,234,894
0.51
29.
2,112,850
0.49
30.
1,863,200
0.43
305,652,729
70.31
Total
Note:
The statistic of shareholdings is computed based on the issued and paid-up capital of the Company after deducting of 3,281,000 Treasury
Shares held as at 10 May 2011.
127
NOTICE IS HEREBY GIVEN that the Thirty-Ninth Annual General Meeting of the Company will be held at
Corus 1, Level 1, Corus hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Tuesday, 28 June 2011
at 10:30 a.m. for the following business:
AGENDA
As Ordinary Business
1.
To receive the Audited Financial Statements for the financial year ended 31 December 2010
together with the Reports of the Directors and Auditors thereon.
Resolution 1
2.
To approve the declaration of final dividend of 6% gross per share less 25% Malaysian Income
Tax for the financial year ended 31 December 2010.
Resolution 2
3.
To approve payment of Directors fees amounting to RM120,000 for the financial year ended 31
December 2010.
Resolution 3
4.
To re-elect Mr. Patrick Wong Haw Yeong who retires by rotation in accordance with Article 96
of the Companys Articles of Association.
Resolution 4
5.
To consider and if thought fit, to pass the following resolution in accordance with Section
129(6) of the Companies Act, 1965:
Resolution 5
THAT Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) who retires pursuant to
Section 129(6) of the Companies Act, 1965, be and is hereby re-appointed a Director of the
Company and to hold office until the conclusion of the next Annual General Meeting.
6.
To consider and if thought fit, to pass the following resolution in accordance with Section
129(6) of the Companies Act, 1965:
Resolution 6
THAT Pemanca Datuk Wong Kie Yik who retires pursuant to Section 129(6) of the
Companies Act, 1965, be and is hereby re-appointed a Director of the Company and to hold
office until the conclusion of the next Annual General Meeting.
7.
To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
Directors to fix their remuneration.
Resolution 7
As Special Business
To consider and, if thought fit, to pass the following resolutions:
8.
ORDINARY RESOLUTION
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
THAT pursuant to Section 132D of the Companies Act, 1965, authority be and is hereby given
to the Directors to issue shares in the capital of the Company from time to time at such price
upon such terms and conditions for such purposes and to such person or persons whomsoever
as the Directors may in their absolute discretion deem fit provided that the aggregate number
of shares to be issued pursuant to this Resolution does not exceed ten per centum (10%) of
the total issued share capital of the Company for the time being, subject to the Companies
Act, 1965, the Articles of Association of the Company and the approval from Bursa Malaysia
Securities Berhad and other relevant authorities where such approval is necessary AND THAT
such authority shall continue in force until the conclusion of the next Annual General Meeting
of the Company.
Resolution 8
128
cont'd
9.
ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE
Resolution 9
THAT subject to the Companies Act, 1965, the Companys Memorandum and Articles of
Association and all applicable laws, regulations and guidelines, and the approval of the relevant
authorities, a renewal of mandate be and is hereby granted to the Company to purchase and
hold such amount of ordinary shares of RM0.50 each (Shares) in the Company as may be
determined by the Directors of the Company from time to time through Bursa Malaysia Securities
Berhad (Bursa Securities) upon such terms and conditions as the Directors may deem fit in
the interest of the Company provided that the aggregate number of Shares purchased and held
as treasury shares does not exceed ten per centum (10%) of the total issued and paid-up share
capital of the Company at any given point in time and that the amount to be utilised for the
Proposed Purchases, which will be financed via internally-generated funds of the Group and/or
external borrowings, will not exceed the retained profit reserve and/or share premium reserve
of the Company. The audited retained profit reserve and audited share premium reserve of the
Company as at 31 December 2010 were RM166,846,000 and RM45,708,000 respectively;
AND THAT the Shares of the Company to be purchased will not be cancelled and are
proposed to be retained as treasury shares or distributed as dividends or re-sold on the Bursa
Securities AND THAT the Directors of the Company be and are hereby empowered generally
to do all acts and things to give effect to the Proposed Purchases AND FURTHER THAT
such authority shall commence immediately upon the passing of this ordinary resolution until:
(i) the conclusion of the next Annual General Meeting of the Company at which time the
authority shall lapse unless by resolution passed at the meeting, the authority is renewed,
either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next Annual General Meeting of the Company
is required by law to be held; or
(iii) revoked or varied by resolution passed by the shareholders of the Company at a general
meeting,
whichever is the earlier and, in any event, in accordance with the provisions of the Listing
Requirements of Bursa Securities or any other relevant authorities.
10. ORDINARY RESOLUTION
PROPOSED RENEWAL OF SHAREHOLDERS MANDATE AND NEW Resolution 10
SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE
THAT subject to the provisions of the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad, approval be and is hereby given for the Company and its subsidiary companies,
to enter into recurrent related party transactions of a revenue or trading nature with the related
parties as specified in Sections 2.3 and 2.4 of the Circular to Shareholders dated 3 June 2011
(Proposed Mandate) which are necessary for the day-to-day operations and/or in the ordinary
course of business of the Company and its subsidiary companies on terms not more favourable
to the related parties than those generally available to the public and are not detrimental to the
minority shareholders of the Company AND THAT such approval shall continue to be in
force until:
(i) the conclusion of the next annual general meeting of the Company, at which time it will
lapse, unless by a resolution passed at the meeting, the authority is renewed; or
(ii) the expiration of the period within which the next annual general meeting after the date
is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (CA) (but
shall not extend to such extension as may be allowed pursuant to Section 143(2) of CA);
or
(iii) revoked or varied by a resolution passed by the shareholders in general meeting,
whichever is the earlier;
AND FURTHER THAT authority be and is hereby given to the Directors of the Company
to complete and do all such acts and things (including executing such documents as may be
required) to give effect to such transactions as authorised by this Ordinary Resolution.
129
130
cont'd
Notes:
1.
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but
need not be a member of the Company and does not need to comply with Section 149(1)(b) of the Companies Act, 1965.
2.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or
if such appointer is a corporation under its common seal or the hand of its attorney.
3.
The instrument appointing a proxy must be deposited at the Companys Registered Office at Lot No. 25(AB), 25th Floor, UBN Tower,
No. 10, Jalan P. Ramlee, 50250 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the Meeting or
at any adjournment thereat.
The Proposed Ordinary Resolution No. 8, if passed, will give the Directors of the Company the power to issue shares in the Company
up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider
would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual
General Meeting of the Company.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last
Annual General Meeting.
The renewal of mandate pursuant to Section 132D of the Companies Act, 1965 will provide flexibility to the Company for any
possible fund raising activities, including but not limited to further placing of shares, for purpose of funding future investment
project(s), working capital and/or acquisitions, which the Directors deem necessary and feasible.
5.
The Proposed Ordinary Resolution No. 9, if passed, will give the Directors of the Company the continuing authority to purchase the
Companys own shares up to an amount not exceeding in total 10% of its issued share capital at any point in time upon such terms
and conditions as the Directors may deem fit in the interest of the Company. This authority, unless revoked or varied by the Company
at a general meeting, will expire at the next Annual General Meeting of the Company.
6.
The Proposed Ordinary Resolution No. 10, if passed, will allow the Company and its subsidiaries to enter into recurrent related party
transactions of a revenue or trading nature in compliance with Paragraph 10.09, Part E of the Listing Requirements of Bursa Malaysia
Securities Berhad. The mandate, unless revoked or varied by the Company in a general meeting, will expire at the next Annual General
Meeting of the Company.
Details of the Proposed Ordinary Resolutions No. 9 and 10 are contained in the Statement/Circular to Shareholders dated 3 June 2011
accompanying the Companys Annual Report 2010.
7.
The Resolution 11 (i.e. Special Resolution) on proposed amendment to the Articles of Association, if approved, will provide for
convening meetings of Directors and/or Board Committees by way of video conferencing or by means of other instantaneous
communication equipment.
W T K HOLDINGS BERHAD
(10141-M)
Incorporated in Malaysia
FORM OF PROXY
I/We
of
(Full Address)
being a member(s) of W T K HOLDINGS BERHAD hereby appoint
NRIC No.
of
(Full Address)
or failing *him/her, the Chairman of the Meeting as *my/our proxy, to vote for *me/us and on *my/our behalf at the Thirty-Ninth Annual General
Meeting of the Company to be held at Corus 1, Level 1, Corus hotel Kuala Lumpur, Jalan Ampang, 50450 Kuala Lumpur, Malaysia on Tuesday, 28
June 2011 at 10:30 a.m. and at any adjournment thereat.
*My/Our proxy is to vote as indicated below:
RESOLUTION NO.
1
2
3
4
5
6
7
ORDINARY BUSINESS
To receive the Audited Financial Statements and Reports for the financial year ended
31 December 2010
Approval of Final Dividend
Approval of Directors Fees
Re-election of Mr. Patrick Wong Haw Yeong as Director
Re-appointment of Lt. General Datuk Seri Panglima Abdul Manap Ibrahim (rtd) as
Director pursuant to Section 129(6) of the Companies Act, 1965
Re-appointment of Pemanca Datuk Wong Kie Yik as Director pursuant to Section
129(6) of the Companies Act, 1965
Re-appointment of Messrs Ernst & Young as Auditors and authorising the Directors to
fix their remuneration
FOR
AGAINST
SPECIAL BUSINESS
8
9
10
11
(Special Resolution)
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965
Proposed Renewal of Share Buy-Back Mandate
Proposed Renewal of Shareholders Mandate and New Shareholders' Mandate for
Recurrent Related Party Transactions of a Revenue or Trading Nature
Proposed Amendment to the Articles of Association of the Company
Please indicate with X how you wish your vote to be casted. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
Dated this
day of
2011
Signature/Common Seal of Shareholder(s)
(* Please delete if not applicable)
Notes:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the
Company and does not need to comply with Section 149(1)(b) of the Companies Act, 1965.
2.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if such appointer is a
corporation under its common seal or the hand of its attorney.
3.
The instrument appointing a proxy must be deposited at the Companys Registered Office at Lot No. 25(AB), 25th Floor, UBN Tower, No. 10, Jalan P. Ramlee,
50250 Kuala Lumpur, Malaysia not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereat.
Stamp/Setem