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annual report | 2012 Gunung Capital Berhad (330171-P) 34 DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2012 The directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2012. PRINCIPAL ACTIVITIES The Company is an investment holding company and the principal activities of its subsidiaries are listed in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year except as disclosed in Note 6. FINANCIAL RESULTS Group Company RM RM Net profit for the year 13,672,635 4,085,557 Profit attributable to: Owners of the parent 13,698,866 4,085,557 Non-controlling interests (26,231) - 13,672,635 4,085,557 In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature. DIVIDENDS The amounts of dividends declared by the Company since 31 December 2011 were as follows: In respect of the financial year ended 31 December 2012:- First interim tax exempt single tier dividend of 2.5% on 111,152,114 ordinary shares, declared on 10 May 2012 and paid on 4 June 2012 1,111,521 The directors do not recommend any final dividend payment in respect of the current financial year ended 31 December 2012. RM
DIRECTORS’ REPORT (cont’d) FOR THE YEAR ENDED 31 DECEMBER 2012 RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements. ISSUE OF SHARES AND DEBENTURES During the financial year, the Company increased its issued and paid up share capital from RM40,379,126 to RM45,016,559 by way of the issuance of: a) 10,000,000 ordinary shares of RM0.40 each pursuant to the Company’s private placement at an issue price of RM0.61 per share; and b) 1,593,584 ordinary shares of RM0.40 each at an issue price of RM0.40 per share arising from the exercise of Warrants 2003/2013 issued by the Company. The Company has not issued any new debenture during the financial year. SHARE OPTIONS WARRANTS 2003/2013 Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants on 13 October 2003 in conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00 each in the Company. Each warrant entitles the registered holder at any time during the exercise period from 13 October 2003 to 13 October 2013 to subscribe for 1 new ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per share. With effect from 10 September 2010, the 15,999,200 unexercised warrants were adjusted to an exercise price of RM0.40 per share consequential to the Company’s capital reduction exercise. On 11 October 2010, an additional 6,414,377 warrants were issued at an exercise price of RM0.40 per share in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. As at 31 December 2012, 1,833,398 warrants have been exercised and there were 20,580,179 unexercised warrants at an exercise price of RM0.40 per share. WARRANTS 2010/2020 Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable warrants on 11 October 2010 in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the Company. Each warrant entitles the registered holder at any time during the exercise period from 11 October 2010 to 11 October 2020 to subscribe for 1 new ordinary share of RM0.40 each in the Company at an exercise price of RM0.50 per share. As at 31 December 2012, none of the aforesaid warrants has been exercised and there were 25,177,000 unexercised warrants at an exercise price of RM0.50 per share. DIRECTORS The directors who served since the date of the last report are:- Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal Peter Wong Hoy Kim Malik Parvez Ahmad bin Nazir Ahmad Shaiful Annuar bin Ahmad Shaffie Iskandar Ibrahim In accordance with Article 101 of the Company’s Articles of Association, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal retires at the forthcoming annual general meeting and being eligible, offers himself for re-election. In accordance with Section 129(6) of the Companies Act, 1965, Peter Wong Hoy Kim seeks for re-appointment as Director of the Company at the forthcoming Annual General Meeting. Gunung Capital Berhad (330171-P) 35 annual report | 2012
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Notes:- 1. A member of the Company,
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