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1. Corporate Information 01<br />
2. Corporate Structure 02<br />
3. Activities 03<br />
4. Directors’ Profiles 04<br />
5. Chairman‘s Statement 07<br />
6. Corporate Governance Statement 09<br />
7. Additional Compliance Information 15<br />
8. Audit Committe Report 18<br />
9. Statement on Internal Report 22<br />
10. Director’s Report 24<br />
11. Independent Auditors Report 29<br />
CONTENTS<br />
12. Financial Statement 31<br />
13. Notes to the Financial Statements 36<br />
14. Information on Properties 63<br />
15. Analysis Analysis of Shareholdings 64<br />
16. Analysis of Warrant Holdings 66<br />
17. Notice of Annual General Meeting 70<br />
18. Statement Accompanying 72<br />
19. Proxy Form 73<br />
i |<br />
ANNUAL REPORT 2010
CORPORATE INFORMATION<br />
Board of Directors<br />
Low Bok Tek<br />
Chairman, Non Independent & Non Executive Director<br />
Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal<br />
Chief Executive Officer & Executive Director<br />
Tang Yuet Mun, PPT<br />
Executive Director<br />
Peter Wong Hoy Kim<br />
Senior Independent & Non Executive Director<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie, JP, DMSM<br />
Independent & Non Executive Director<br />
Malik Parvez Ahmad bin Nazir Ahmad<br />
Independent & Non Executive Director<br />
Audit Committee<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie, JP, DMSM<br />
(Chairman)<br />
Peter Wong Hoy Kim<br />
Malik Parvez Ahmad bin Nazir Ahmad<br />
Nomination Committee<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie, JP, DMSM<br />
(Chairman)<br />
Peter Wong Hoy Kim<br />
Remuneration Committee<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie, JP, DMSM<br />
(Chairman)<br />
Peter Wong Hoy Kim<br />
Tang Yuet Mun, PPT<br />
Company Secretaries<br />
Eric Toh Chee Seong (LS 0005656)<br />
Jesslyn Ong Bee Fang (MAICSA 7020672)<br />
Share Registrar<br />
Insurban Corporate Services Sdn Bhd<br />
149, Jalan Aminuddin Baki<br />
Taman Tun Dr. Ismail<br />
60000 Kuala Lumpur, Malaysia<br />
Tel: (603) 7729 5529<br />
Fax: (603) 7728 5948<br />
Principal Bankers<br />
Malayan Banking Berhad<br />
SME Bank<br />
OCBC Al-Amin Bank Berhad<br />
Registered Office<br />
Lot 5911, Jalan Perusahaan Satu<br />
Kamunting Industrial Estate<br />
34600 Kamunting, Taiping<br />
Perak Darul Ridzuan, Malaysia<br />
Tel: (605) 891 1188<br />
Fax: (605) 891 4488<br />
Website: www.gunung.com.my<br />
Auditors<br />
STYL Associates (AF 001929)<br />
Chartered Accountants<br />
107B, Jalan Aminuddin Baki<br />
Taman Tun Dr. Ismail<br />
60000 Kuala Lumpur, Malaysia<br />
Stock Exchange Listing<br />
Bursa Malaysia Securities Berhad<br />
1<br />
|<br />
ANNUAL REPORT 2010
CORPORATE STRUCTURE AS AT 4 MAY 2011<br />
(330171-P)<br />
IMPRESIF JITU<br />
SDN BHD<br />
(657736-M)<br />
100%<br />
PROMINENT<br />
CONSOLE<br />
SDN BHD<br />
(513154-T)<br />
100%<br />
GPB<br />
CORPORATION<br />
SDN BHD<br />
(259683-P)<br />
(<br />
51%<br />
GUNUNG<br />
BIOFUEL<br />
SDN BHD<br />
(316266-D)<br />
100%<br />
GUNUNG LAND<br />
SDN BHD<br />
(331540-W)<br />
100%<br />
GUNUNG<br />
RESOURCES<br />
SDN BHD<br />
(71881-T)<br />
100%<br />
BAS RAKYAT<br />
SDN BHD<br />
(911418-W)<br />
75%<br />
2<br />
ANNUAL REPORT 2010<br />
|
ACTIVITIES<br />
Coaches ready for ffor service se service<br />
2010 Launching of PLKN coaches by YB Dato’ Dato’Seri Seri Ahmad Zahid<br />
Hamidi, Minister of Defence Defen fen f ce 2010<br />
1MDB Mobile Clinic 2011 1MDB 1MDB Mobile Clinic 2011<br />
Internal vein vein of PLKN Coach Coaches standy for ffor<br />
launching 2010<br />
3<br />
ANNUAL REPORT 2010<br />
|
BOARD OF DIRECTORS<br />
LOW BOK TEK<br />
(Aged 53, Malaysian)<br />
Chairman, Non-Independent Non-Executive Director<br />
Mr Low Bok Tek has been the Chairman of the Company since 13 September 1996. He has assumed the position<br />
of Chief Executive Officer of the Company from 20 July 2001 to 28 June 2007. He has more than 20 years of<br />
entrepreneurial experience in the motor vehicles industry, public transport industry and rubber latex gloves industry.<br />
He is also presently the Executive Chairman and Chief Executive Officer of Latexx Partners Berhad. He is a Director<br />
of several subsidiaries of Gunung Capital Group and sits on the Boards of several private limited companies. He is<br />
deemed interested in related party transactions as disclosed in note 31 of the Financial Statements. He does not<br />
have any family relationship with any director and/or substantial shareholder of the Company.<br />
4<br />
ANNUAL REPORT 2010<br />
|
DIRECTOR’S PROFILE<br />
DATO’ SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL<br />
(Aged 51, Malaysian)<br />
Chief Executive Officer & Executive Director<br />
Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal was appointed as Chief Executive Officer and Executive Director<br />
on 8 December 2010. He started his career in Government Service in 1987, and by 1993 he reached the position of<br />
Director of the National Civic Bureau (Perak), Prime Minister’s Department. After 1993, Dato’ Syed changed his<br />
career path to politics and serving the community, and between 2001-2005 he was elected the deputy head of the<br />
Bukit Gantang UMNO division. After retiring from politics in 2005, Dato’ Syed concentrated on expanding his<br />
businesses principally involved in the manufacture and supply of halal food products, and transportation services<br />
(involving taxis, express coaches, and chartering of land-based transportation assets), and medical supplies, via<br />
various private limited companies. He is a Director of several subsidiaries of Gunung Capital Group and sits on the<br />
Boards of several private limited companies. He is interested in the Conditional Sale & Purchase Agreement dated<br />
20 April 2011 in relation to the proposed acquisition of 1,960,000 ordinary shares of RM1.00 each in GPB Corporation<br />
Sdn Bhd, representing 39.2% equity interest in GPB Corporation Sdn Bhd for a cash consideration of<br />
RM12,740,000. He does not have any family relationship with any director and/or substantial shareholder of the<br />
Company.<br />
TANG YUET MUN, PPT<br />
(Aged 55, Malaysian)<br />
Executive Director<br />
Mr Tang Yuet Mun was appointed to the Board on 16 November 2007 as an Independent Non-Executive Director<br />
and was a member of the Audit Committee of the Company. He was then re-designated as an Executive Director<br />
of the Company on 24 June 2008 and became a member of the Remuneration Committee. He is a member of the<br />
Malaysian Institute of Accountants and an accredited Certified Financial Planner by the Financial Planning<br />
Association of Malaysia. He is also a member of the Institute of Chartered Accountants, New Zealand. He qualified<br />
as a Chartered Accountant in New Zealand in 1984. He has worked in chartered accountancy, industrial manufacturing,<br />
commercial sector and retail industries both in New Zealand and Malaysia and currently he is a Chartered<br />
Accountant in public practice. He does not hold any shares in the Company or in any of its subsidiaries. He does<br />
not have any family relationship with any director and/or substantial shareholder of the Company.<br />
DATUK AHMAD SHALIMIN BIN AHMAD SHAFFIE, DMSM, JP<br />
(Aged 42, Malaysian)<br />
Independent Non-Executive Director<br />
Y.Bhg Datuk Ahmad Shalimin Bin Ahmad Shaffie, DMSM, JP was appointed to the Board on 7 November 2003. He<br />
is the Chairman of the Audit Committee, Nomination Committee and Remuneration Committee of the Company. He<br />
graduated from the School of Public Administration & Law, University Teknologi Mara in 1990. His experience<br />
ranges from securities dealings, services, retailing to logistics. He is the President of Association of Malaysian<br />
Haulers, a member of the Malaysia Indonesia Business Council and Malaysia Entrepreneurs Council. He is also the<br />
Chairman of Mexter Technology Berhad, a public company listed on the Ace Market of Bursa Malaysia Securities<br />
Berhad. He was conferred with the DMSM award which carries the title of “Datuk” by the Yang Di-Pertua Negeri<br />
Melaka on 6 November 2006. He was then made a Justice of Peace (JP) on 19 April 2010 by DYMM Sultan of Perak<br />
Darul Ridzuan. He does not hold any shares in the Company or in any of its subsidiaries. He does not have any<br />
family relationship with any director and/or substantial shareholder of the Company.<br />
5<br />
ANNUAL REPORT 2010<br />
|
| 6<br />
DIRECTOR’S PROFILE<br />
PETER WONG HOY KIM<br />
(Aged 69, Malaysian)<br />
Senior Independent Non-Executive Director<br />
Mr Peter Wong Hoy Kim was appointed to the Board on 7 November 2003. He is a member of the Audit Committee,<br />
Nomination Committee and Remuneration Committee of the Company. He is an ex-Banker who was previously<br />
with HSBC Bank Malaysia Berhad for 33 years until his retirement in 1996 from the Bank’s Ipoh Branch where he<br />
was the Manager. He underwent numerous training overseas in Hong Kong, U.S.A. and United Kingdom and has<br />
served in various other capacities in the Bank including, amongst others, Deputy Manager Credit Control and<br />
Manager Regional Credit, Peninsula North. His directorship in other public companies is in Latexx Partners Berhad<br />
and he sits on the board of several private limited companies. He does not hold any shares in the Company or in<br />
any of its subsidiaries. He does not have any family relationship with any director and/or substantial shareholder of<br />
the Company.<br />
MALIK PARVEZ AHMAD BIN NAZIR AHMAD<br />
(Aged 42, Malaysian)<br />
Independent Non-Executive Director<br />
En Malik Parvez Ahmad bin Nazir Ahmad was appointed as an Independent Non-Executive Director of the<br />
Company on 24 June 2008 and is a member of the Audit Committee. He is an accountant by profession and has<br />
over 10 years experience in the profession. He graduated from the International Islamic University in 1992 with a<br />
Bachelor of Accounting Degree. He is also a Chartered Accountant with the Malaysian Institute of Accountants. He<br />
worked in KPMG Peat Marwick from 1993 to 1997 and held the position of Senior Auditor when he left and joined<br />
Medtexx Partners Incorporated in the United States of America as an Accountant in 1998. From 2002 to 2004, he<br />
was the Financial Controller of D.B.E. Gurney Resources Berhad, a public listed company. He then became the<br />
Financial Controller of Latexx Partners Berhad, another public listed company until 2008. Currently, he is an<br />
Independent Non-Executive Director of Latexx Partners Berhad. He does not hold any shares in the Company or<br />
in any of its subsidiaries. He does not have any family relationship with any director and/or substantial shareholder<br />
of the Company.<br />
ANNUAL REPORT 2010
CHAIRMAN’S STATEMENT<br />
The year 2010 has proved to be a significant year for<br />
the Gunung Group of Companies, with a successful<br />
corporate restructuring and capital raising exercise<br />
completed in October 2010, a timely change in<br />
business direction, and the completion of an<br />
acquisition of a 51% equity stake in a strong cash-flow<br />
producing company, namely GPB Corporation Sdn<br />
Bhd. This is a testament of the Group’s ability to<br />
execute forward thinking strategies in order to swiftly<br />
capitalize on opportunities in the marketplace.<br />
FINANCIAL PERFORMANCE<br />
In financial year ending 31 December 2010 (FY2010),<br />
the Board of Directors decided to discontinue the<br />
trading of latex concentrate due to the persistent high<br />
cost of latex concentrate. The discontinued operations<br />
recorded a higher net profit in FY2010 to RM1.24mil<br />
from RM0.54mil in FY2009. From continuing<br />
operations, the net profit which was derived<br />
predominately from chartering land-based transportation<br />
assets, increased to RM3.04 million from a loss of<br />
approximately RM0.60 million posted in 2009. When<br />
analyzing the total comprehensive income of both the<br />
continued and discontinued operations, the Gunung<br />
Group registered a net profit of RM4.27mil in FY2010<br />
compared with a net loss of RM68,063 in FY2009.<br />
Of this total comprehensive income in FY2010, a total<br />
of RM2.0mil is attributable to shareholders, with the<br />
balance attributable to minority interests, namely the<br />
minority shareholders of our 51%-owned subsidiary,<br />
GPB Corporation Sdn Bhd.<br />
INNOVATIVE CHARTER MECHANISM FOR LAND-<br />
BASED TRANSPORATION ASSETS<br />
Chartering out land-based transportation assets,<br />
together with drivers, fuel, maintenance & repair costs,<br />
insurance costs and other operational costs, at a fixed<br />
monthly cost allows our customers to better manage<br />
their fixed budgets. Our 51%-owned subsidiary, GPB<br />
Dear Valued Shareholders,<br />
On behalf of the Board of Directors, it is my privilege<br />
and honour to present Gunung Capital Berhad’s Annual<br />
Report and Financial Statements for the year ended 31<br />
December 2010.<br />
Corporation Sdn Bhd (GPB) is now exploring the<br />
opportunities in expanding this type of service to other<br />
Government agencies with large vehicle fleets,<br />
requirement for specialty vehicles (such as<br />
ambulances, and mobile clinics), and well as private<br />
colleges, universities and international schools.<br />
In fact, on 27 April 2011, GPB announced that it had<br />
entered into an agreement with 1 Malaysia<br />
Development Bhd for GPB to supply and operate a<br />
mobile clinic service in the district of Segamat, state of<br />
Johor, with 1 unit of new, fully outfitted with medical<br />
equipment, mobile clinic bus covering numerous<br />
routes identified by the Ministry of Health for a period<br />
of two (2) years. The 1MDB mobile clinic has been<br />
designed and built by GPB, and is currently in<br />
operation. The Ministry of Health provides doctors,<br />
nurses, medical assistants, and consumable medical<br />
equipment for the operation of the mobile clinic.<br />
PROSPECTS<br />
The driver of earnings over financial years 2011 to<br />
2014 will be GPB’s ongoing contract to supply coach<br />
services to the National Service (NS) Program for a<br />
period of 5 years which commenced on 26 December<br />
2009 and will end on 25 December 2014. The scope of<br />
coach services involves allocating 5 dedicated<br />
44-seater coaches to each NS Program centre (and for<br />
2 centres in Sabah providing 8 units of 25-seater buses<br />
for each centre). By June 2011, the number of NS<br />
Program centres in operation will have increased to 82<br />
from 79 in 2010, which will improve our annual<br />
consolidated revenue by approximately 5%. In<br />
addition, as announced by the Company on 1<br />
November 2010, wholly-owned subsidiary Gunung<br />
Resources Sdn Bhd has commenced the lease of a<br />
fleet of vehicles to Korakan Corporation Sdn Bhd on<br />
1 January 2011, for a period of three (3) years. We are<br />
expecting an annual increment of approximately<br />
RM5.0mil in consolidated revenue for next three<br />
financial years from this service. Other contributors to<br />
7<br />
|<br />
ANNUAL REPORT 2010
CHAIRMAN’S STATEMENT<br />
the prospective earnings of the Group will be derived<br />
from the operations of a public bus service in the<br />
District of Manjung, announced by the Company on 3<br />
November 2010, via our indirect subsidiary Bas Rakyat<br />
Sdn Bhd, and the mobile clinic service in the district of<br />
Segamat, state of Johor (as mentioned above).<br />
CORPORATE SOCIAL RESPONSIBILITY<br />
We believe in integrating Corporate Social Responsibility<br />
(CSR) into our business operations, and we<br />
believe that CSR begins in-house. With a jump in total<br />
employees from 8 in FY2009 to 456 in FY2010, the<br />
Group has embarked on a program to enhance the<br />
skills and knowledge of its employees by continuing to<br />
send them to training programs which promotes<br />
awareness and adherence to national policies on<br />
safety and safeguarding the environment.<br />
ACKNOWLDGEMENT<br />
On behalf of the Board, we wish to thank our valued<br />
customers, suppliers, business associates, bankers,<br />
regulatory authorities, and other stakeholders for their<br />
continued support and trust. We would also like to<br />
express our gratitude to all our employees for their<br />
continued dedication which has enabled the Gunung<br />
Group to achieve commendable results in FY2010.<br />
My appreciation also goes to my fellow colleagues on<br />
the Board for their counsel and support throughout the<br />
year. I would also like to extend a warm welcome to<br />
Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal<br />
who was appointed to the Board of Directors as a<br />
Non-Independent Executive Director/CEO on 8<br />
December 2010. We look forward to his contribution<br />
in strengthening Gunung’s leadership team and<br />
infusion of new & innovative business approaches.<br />
Finally, to our shareholders, our special thanks to all for<br />
the continued support and confidence in the Gunung<br />
Group. In FY2010, this continued support enabled the<br />
Gunung Group to raise RM21.2mil in new capital via a<br />
rights issue, and resulted in an oversubscription by<br />
63.7%. We will continue to work to uphold your trust in<br />
us.<br />
LOW BOK TEK<br />
Chairman<br />
| 8<br />
ANNUAL REPORT 2010
STATEMENT OF CORPORATE GOVERNANCE<br />
The Board of Directors (“the Board”) of Gunung Capital Berhad is of the view that good corporate governance is<br />
fundamental for the protection and enhancement of shareholders’ value. It has therefore, taken steps to ensure that<br />
the highest standards of corporate governance are practiced throughout the Group. Save and except where stated<br />
otherwise, the Company has complied throughout the financial year with all the best practices of corporate governance.<br />
The Board wishes to report that in compliance with the Malaysian Code of Corporate Governance (“the Code”) and<br />
the Best Practices set out in the Code, the followings have been implemented and put in practice for the financial<br />
year ended 31 December 2010.<br />
BOARD OF DIRECTORS<br />
The Board<br />
The Board is responsible and committed to adopting good corporate governance practices as part of their continuing<br />
obligations. It guides and monitors the affairs of the Group on behalf of the shareholders and retains full and<br />
effective control over the Group. The principal esponsibilities include the primary responsibilities prescribed under<br />
the Code. These cover a review of the strategic direction for the Group, overseeing the business operations of the<br />
Group, and evaluating whether these are being properly and effectively managed. Generally, the Board must ensure<br />
that the Company is being managed and its business conducted in accordance with high standards of accountability<br />
and transparency.<br />
Board Composition and Balance<br />
The composition of the Company’s current Board of Directors is well balanced, with an effective mix of executive<br />
directors and independent non-executive directors. There are two (2) Executive Directors, one (1) Non-Independent<br />
Non-Executive Director and three (3) Independent Non-Executive Directors. The Board is satisfied that the current<br />
Board composition fairly reflects the investment of minority shareholders in the Company. A brief description on the<br />
background of each Director is set out under the Directors’ Profile section of this annual report.<br />
The Directors with diverse background provides an effective Board with a mix of industry-specific knowledge and<br />
broad business and commercial experience. The Board in respect of the ratio of independent directors complies<br />
with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad that one third of its Board consists<br />
of independent directors. The composition ensures that Independent Non-Executive Directors provide an element<br />
of objectivity, independent judgments and check and balance to the decision making process of the Board. The<br />
Independent Non-Executive Directors also ensure that the Group’s development plans and business strategies are<br />
fully deliberated upon and all decisions taken are in the best interest of the shareholders, employees, customers and<br />
other stakeholders of the Group. In addition, the Board has identified a senior Independent Non-Executive Director<br />
to whom concerns or issues affecting the Group may be conveyed.<br />
In line with the requirements of the Code, the Chairman and Executive Directors of the Company are different<br />
persons with distinct and separately defined responsibilities. The Chairman is responsible for the orderly conduct of<br />
the Board and the Group’s strategic business direction, whereas the Chief Executive Officer / Executive Directors<br />
have the overall responsibilities of planning and implementation of the strategies, running of the Group’s day-to-day<br />
business, making operational decisions as well as monitoring performance.<br />
9<br />
ANNUAL REPORT 2010<br />
|
| 10<br />
STATEMENT OF CORPORATE GOVERNANCE<br />
Board Meetings<br />
The Board meets on a scheduled basis once every quarter with additional meetings held as and when urgent issues<br />
and important decisions need to be taken between the scheduled meetings. During the financial year ended 31<br />
December 2010, the Board met in six (6) occasions, where it deliberated upon a variety of issues including the<br />
Group’s financial results, corporate development, strategic decisions, business plan and directions of the Group,<br />
operational issues and compliance matters.<br />
The summary of attendance of each director at the Board meetings held during the financial year is as follows:-<br />
Directors No. of Meetings Attended<br />
Low Bok Tek 6/6<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie 4/6<br />
Peter Wong Hoy Kim 6/6<br />
Tang Yuet Mun 6/6<br />
Malik Parvez Ahmad bin Nazir Ahmad 4/6<br />
Dato ’ Syed Abu Hussin Bin Hafiz Syed Abdul Fasal<br />
(appointed w.e.f 8/12/2010)<br />
-<br />
Supply of Information<br />
All scheduled meetings held during the year were preceded by a formal notice issued by the Company Secretary in<br />
consultation with the Chairman. The Chairman ensures that all Directors have full and timely access to information,<br />
with Board Papers distributed in advance of meetings. The notice for each of the meetings is accompanied by the<br />
minutes of preceding Board meetings, together with relevant information and documents for matters on the agenda<br />
to enable them to consider and deliberate knowledgeably on issues and facilitate informed decision making.<br />
The Directors meet, review and approve all corporate announcements, including announcement of the quarterly<br />
financial reports and annual audited accounts, prior to releasing them to the Bursa Malaysia Securities Berhad. The<br />
Board is also notified of the impending restriction in dealing with the securities of the Company at least one month<br />
prior to release of the quarterly financial results announcement.<br />
The Company Secretary ensures that all Board meetings are properly convened, and that accurate and proper<br />
records of the proceedings and resolutions passed are recorded and maintained in the statutory register of the<br />
Company.<br />
The Directors have full and unrestricted access to the advice and services of the Company Secretary and the external<br />
auditors at all times in the discharge of their duties and responsibilities. Where necessary, the Directors, whether<br />
collectively as a Board or in their individual capacity are empowered to seek independent professional advice and<br />
services in furtherance of their duties.<br />
Board Committees<br />
The Board has established several committees, namely Audit Committee, Nomination Committee and Remuneration<br />
Committee, with specific terms of references to support and assist the Board in discharging its fiduciary duties<br />
and responsibilities. These committees have the authority to analyze on relevant issues and report to the Board with<br />
their proceedings and deliberations.<br />
ANNUAL REPORT 2010
STATEMENT OF CORPORATE GOVERNANCE<br />
Audit Committee<br />
The Audit Committee is primarily responsible for matters relating to financial accounting and controls to ensure that<br />
good practices are adopted in the review and disclosure in the financial affairs of the Group. The Audit Committee<br />
also provides an independent and neutral avenue for reporting and feedback both between the internal and external<br />
auditors; and the Directors and management representatives of the Group.<br />
The composition and terms of reference of the Audit Committee together with its report are presented in the Audit<br />
Committee section in this Annual Report.<br />
Nomination Committee<br />
The Nomination Committee, which consists wholly of Non-Executive Directors, and its primary function, is to<br />
propose new nominees for the Board and assess directors on an on-going basis. The final decision as to who shall<br />
be nominated should be the responsibility of the full Board after considering the recommendations of the Nomination<br />
Committee.<br />
The Nomination Committee comprises the following members:<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie (Chairman / Independent & Non-Executive Director)<br />
Peter Wong Hoy Kim (Member / Senior Independent & Non-Executive Director)<br />
The nomination of Directors for purpose of re-election shall also be determined and thereafter recommended by the<br />
Nomination Committee for approval by the Board. In nominating Directors for re-election, the Nomination Committee<br />
is guided by the provisions of the Articles of Association of the Company.<br />
Remuneration Committee<br />
The Remuneration Committee, which consists mainly of Non-Executive Directors, is responsible for the implementation<br />
of remuneration policy and to make recommendation to the Board on the remuneration packages of the<br />
Executive Directors. The Executive Directors do not participate in discussion and decision of their own remuneration.<br />
The Non-Executive Directors are abstained from deliberations and voting on decision in respect of his individual<br />
remuneration package. The determination of the remuneration package for Non-Executive Directors is a matter for<br />
the Board as a whole and subject to the approval of shareholders at the Annual General Meeting.<br />
The Remuneration Committee comprises the following members:<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie (Chairman / Independent & Non-Executive Director)<br />
Peter Wong Hoy Kim (Member / Senior Independent & Non-Executive Director)<br />
Tang Yuet Mun (Member / Executive Director)<br />
Directors’ Remuneration<br />
The details of the remuneration of the Directors of the Company for services rendered to the Group for the financial<br />
year ended 31 December 2010 are as follows:-<br />
Other Emoluments (RM) Fees<br />
Total<br />
(RM)<br />
(RM)<br />
Executive Director 6,000 50,000 56,000<br />
Non Executive Directors 18,750 66,000 84,750<br />
11<br />
ANNUAL REPORT 2010<br />
|
| 12<br />
STATEMENT OF CORPORATE GOVERNANCE<br />
The number of Directors whose remuneration falls into the following bands is as follows:-<br />
Number of Directors<br />
Range of Remuneration Executive Non -Executive<br />
Below RM50,000 2 4<br />
Appointment and Re-election of Directors<br />
In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board during the<br />
year are subject to re-election by shareholders at the following Annual General Meeting.<br />
The Company's Articles of Association also provide that at least one-third of the remaining Directors shall retire from<br />
office at the Annual General Meeting. All Directors shall retire from office at least once in every three (3) years but<br />
shall be eligible for re-election.<br />
Directors’ Training<br />
The Board acknowledges the importance of continuous education to keep abreast with the relevant changes in<br />
laws, regulations and development in the business environment in order to discharge their duties more effectively.<br />
The Board has taken on the responsibility in evaluating and determining the specific and continuous training needs<br />
of the Directors on an annual basis. Dato’ Syed Abu Hussin Bin Hafiz Syed Abdul Fasal who was appointed on 8<br />
December 2010 had attended and successfully completed the Mandatory Accreditation Programme (“MAP”) as<br />
prescribed by the Bursa Malaysia Securities Berhad.<br />
During the financial year ended 31 December 2010, the Directors of the Company attended professional development<br />
courses and seminars as follows:-<br />
Low Bok Tek Corporate Governance For Company Directors<br />
Tang Yuet Mun National Tax Conference 2010<br />
National Seminar on Taxation 2010<br />
Corporate Governance For Company Directors<br />
Peter Wong Hoy Kim Corporate Governance For Company Directors<br />
Malik Parvez Ahmad<br />
bin Nazir Ahmad<br />
Strategic Islamic Finance<br />
Global Investment Performance Standard<br />
IFN 2010 Issuers & Investor Asia Forum<br />
10 Nov 2010<br />
6 & 7 July 2010<br />
21 Oct 2010<br />
10 Nov 2010<br />
10 Nov 2010<br />
16 June 2010<br />
8 July 2010<br />
26 & 27 Oct 2010<br />
However, Datuk Ahmad Shalimin bin Ahmad Shaffie did not attend any training for the financial year ended 31<br />
December 2010 due to his hectic schedule.<br />
Given the fact that Directors roles are increasingly demanding in an organisation, the Board will ensure that all its<br />
members continue to keep abreast with the relevant developments in industry changes, laws, regulations and business<br />
management. The Directors are committed to the continuous education programme and will endeavor to<br />
fulfill their training requirement for the financial year ending 31 December 2011.<br />
ANNUAL REPORT 2010
STATEMENT OF CORPORATE GOVERNANCE<br />
SHAREHOLDERS AND INVESTOR RELATIONS<br />
The Board maintained an effective communication policy that enables both the Board and the management to communicate<br />
effectively with its shareholders, stakeholders and the public. The policy effectively interprets the operations<br />
of the Group to the shareholders and accommodates feedback from shareholders, which are factored into the<br />
Group’s business decision.<br />
The Board acknowledges the importance of maintaining transparency and accountability to the shareholders and<br />
investors and to timely disseminate the Group’s performance and any significant developments affecting the Group.<br />
The public announcement via Bursa Malaysia Securities Berhad, namely the quarterly and final financial results<br />
provides an overview of the Group’s financial performance and operations to its shareholders, institutional shareholders<br />
and investors.<br />
The Board also communicates information on the operations, activities and performance of the Group to the shareholders,<br />
stakeholders and the public through the Annual Report, circulars to shareholders, various announcements<br />
made to Bursa Securities Malaysia Berhad and the Company website at http://www.gunung.com.my.<br />
The Annual General Meeting serves as an important mean for shareholders’ communication. Notice of the Annual<br />
General Meeting and Annual Reports are sent to shareholders prior to the meeting. At each Annual General Meeting,<br />
the Board presents the performance and progress of the Group and provides shareholders with the opportunity<br />
to raise questions pertaining to the Group. The Chairman and the Board will respond to the questions raised by the<br />
shareholders during the Annual General Meeting.<br />
The Board has ensured each item of special business included in the notice of meeting will be accompanied by an<br />
explanatory statement on the effects of the proposed resolution.<br />
ACCOUNTABILITY AND AUDIT<br />
Financial Reporting<br />
The Board aims to present a balanced and understandable assessment of the Group’s position and prospect<br />
through the annual financial statements and quarterly announcements of results to Bursa Securities Malaysia<br />
Berhad. The Directors are responsible to ensure the annual financial statements are prepared in accordance with<br />
the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. The Directors<br />
also have the responsibilities for taking steps as are reasonably available to them to safeguard the assets of the<br />
Group and prevent any fraud or irregularities.<br />
Relationship with Auditors<br />
The Audit Committee supports the Board in its responsibility to oversee the financial reporting and the effectiveness<br />
of the internal control of the Group. The Group has always maintained a formal and transparent relationship with its<br />
external and internal auditors through the Audit Committee. The Audit Committee acts as an independent channel<br />
of communication for the auditors to convey its objective views and professional advice on the Group’s financial and<br />
operational activities.<br />
Key features for the relationship of the Audit Committee with both the internal and external auditors are more<br />
particularly described in the Audit Committee Report of this Annual Report.<br />
13<br />
ANNUAL REPORT 2010<br />
|
| 14<br />
STATEMENT OF CORPORATE GOVERNANCE<br />
Internal Control<br />
The Board acknowledges its responsibility for establishing a sound system of internal control for the Group to<br />
achieve its objectives within the acceptable risk profile as well as safeguarding shareholders’ interest and the<br />
Group’s assets.<br />
A review of the state of internal controls within the Group is set out under the Statement on Internal Control of this<br />
Annual Report.<br />
This Statement was made in accordance with a resolution of the Board of Directors dated 14 May 2011<br />
ANNUAL REPORT 2010
ADDITIONAL COMPLIANCE INFORMATION<br />
The information set out below is disclosed in compliance with the main market Listing Requirements of Bursa<br />
Malaysia Securities Berhad.<br />
1. Utilisation of Proceeds<br />
The utilisation of proceeds from the Rights Issue of 50,354,000 new ordinary shares of RM0.40 each at an<br />
issue price of RM0.42 per share is as follows :-<br />
Proposed<br />
utilisation<br />
Amount<br />
utilised up to<br />
April 30, 2011<br />
2. Options, Warrants and Convertible Securities<br />
No warrants in the Company were exercised during the financial year ended 31 December 2010.<br />
During the financial year ended 31 December 2010, the Company issued:i)<br />
25,177,000 Warrants 2010/2020 arising from the Rights Issue; and<br />
ii) Additional 6,414,377 Warrants 2003/2013 arising from the adjustment pursuant to the Rights Issue<br />
3. Non-Audit Fees<br />
There was no non-audit fees paid to the external auditors for the financial year ended 31 December<br />
2010.<br />
4. Material Contracts Involving Directors and Major Shareholders<br />
Balance to<br />
be utilised<br />
1. Refinance bank borrowing<br />
taken up by the Company to<br />
finance the acquisition of<br />
51% equity interest in GPB<br />
Corporation Sdn Bhd<br />
17,000,000 17,000,000 -<br />
2. Working capital 3,149,000 3,652,562 (503,562)<br />
3. Expenses relating to the<br />
Rights Issue, Capital<br />
Reduction and Acquisition of<br />
1,000,000 496,438 503,562<br />
GPB Corporation Sdn Bhd. ^<br />
21,149,000 21,149,000 -<br />
^ un-utilised portion transferred to working capital.<br />
There were no material contracts subsisting as at 31 December 2010 or entered into since the end of the<br />
previous financial year, by the Company and its subsidiaries involving Directors' and major shareholders'<br />
interest other than those disclosed under notes to the account on Related Party Transactions of revenue in<br />
nature.<br />
15<br />
ANNUAL REPORT 2010<br />
|
| 16<br />
ADDITIONAL COMPLIANCE INFORMATION<br />
5. Contract Relating to Loans<br />
During the financial year, there were no contracts relating to loans entered into by the Company involving<br />
the interests of directors and/or major shareholders.<br />
6. Shares Buy-Back<br />
The Company did not carry out any shares buy-back exercise during the financial year ended 31 December<br />
2010.<br />
7. Depository Receipt ("DR") Programme<br />
The Company did not sponsor any DR programme during the financial year ended 31 December 2010.<br />
8. Sanctions and/or Penalties<br />
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or<br />
management by the regulatory bodies.<br />
9. Profit Estimate, Forecast or Projection<br />
The Company and its subsidiaries did not release any profit estimate, forecast or projection and there was<br />
no variation in results by 10% or more between the audited and the unaudited results announced during the<br />
financial year ended 31 December 2010.<br />
10. Profit Guarantees<br />
During the financial year, there were no profit guarantees given by the Company.<br />
11. Revaluation Policy on Landed Properties<br />
The revaluation policy on landed properties is as set out in the Financial Statements.<br />
12. Recurrent Related Party Transactions ("RRPT") of a Revenue or Trading Nature<br />
The Company had at the 15th Annual General Meeting held on 18 June 2010 obtained shareholders’<br />
mandate for the Company and/or its subsidiary companies to enter into recurrent transactions of a revenue<br />
or trading nature, which are necessary for its day to day operations and are in the ordinary course of business,<br />
with related parties. The said general mandate took effect from 18 June 2010 until the conclusion of<br />
the forthcoming Annual General Meeting of the Company. The Company does not intend to seek a renewal<br />
of the said general mandate for recurrent related party transactions at the forthcoming Annual General<br />
Meeting of the Company as all RRPT on latex trading between Gunung Resources Sdn Bhd and Latexx<br />
Manufacturing Sdn Bhd had ceased effective from January 2011.<br />
ANNUAL REPORT 2010
ADDITIONAL COMPLIANCE INFORMATION<br />
The aggregate value of the recurrent transactions of a revenue or trading nature conducted during the financial year<br />
under review between the Company and/or its subsidiary company with related party are set out below:-<br />
Nature of<br />
transactions<br />
Sales of latex<br />
concentrate by a<br />
subsidiary of Gunung<br />
Capital Berhad<br />
(“GCB”) to a<br />
subsidiary of Latexx<br />
Partners Berhad<br />
(“LPB”)<br />
Related Party<br />
Subsidiary of<br />
LPB<br />
Latexx<br />
Manufacturing<br />
Sdn Bhd<br />
Interested Party<br />
ÿ Low Bok Tek (“LBT”), a<br />
Director and a Major<br />
shareholder of GCB and<br />
GRSB. He has a deemed<br />
interes t of 16.58% in GCB<br />
held through Erayear Equity<br />
Sdn Bhd (“Erayear”)<br />
ÿ Erayear, a party connected<br />
to LBT which is also a Major<br />
Shareholder of GCB<br />
ÿ LBT, a Director and a Major<br />
Shareholder of LPB and<br />
LMSB. He has a direct<br />
interest of 7.08% in LPB and<br />
a deemed in terest of 2 2.69%<br />
in LPB held through BT<br />
Capital Sdn Bhd (“BTC”)<br />
ÿ BTC, a party connected to<br />
LBT which is also a Major<br />
Shareholder of LPB<br />
17<br />
ANNUAL REPORT 2010<br />
|<br />
Aggregate<br />
value<br />
(RM)<br />
RM32,651,419
| 18<br />
REPORT OF THE AUDIT COMMITTEE<br />
COMPOSITION OF THE AUDIT COMMITTEE<br />
The Audit Committee of the Company comprises the following members:<br />
<br />
Independent Non-Executive Director<br />
<br />
Senior Independent Non-Executive Director<br />
<br />
Independent Non-Executive Director<br />
ATTENDANCE OF AUDIT COMMITTEE MEETINGS<br />
The details of attendance of each Audit Committee member in the Audit Committee meetings held during the<br />
<br />
Name Attendance<br />
<br />
<br />
<br />
TERMS OF REFERENCE OF AUDIT COMMITTEE<br />
Terms of Membership<br />
<br />
<br />
<br />
<br />
The members of Audit Committee shall elect a chairman from among their number who shall be an indepen<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
<br />
ANNUAL REPORT 2010
The Board of Directors shall review the term of office and the performance of the Audit Committee and each<br />
of its members at least once in every three (3) years. No alternate Director shall be appointed as a member<br />
of the Audit Committee.<br />
Meetings and Quorum of the Audit Committee<br />
The Committee shall meet at least five (5) times a year and the quorum shall be at least two (2) members,<br />
majority of whom must be Independent Directors.<br />
The Chairman of the Audit Committee shall be the chairman of the meeting. If at any meeting the chairman<br />
is not present, the members present shall elect a chairman from among their number who shall be an independent<br />
director. The Chairman shall call a meeting of the Audit Committee if a request is made by any committee<br />
member or the external auditors.<br />
Notice of a meeting of the Audit Committee shall be given to all members in writing via facsimile, e-mail, by<br />
hand delivery or by courier.<br />
The decision of the Audit Committee shall be decided by a majority of votes, the Chairman of the meeting<br />
shall have a casting vote.<br />
The Company Secretary shall act as secretary of the Audit Committee and also be responsible for keeping<br />
the minutes of meeting of the Audit Committee and circulating to each member of the committee and to the<br />
other member of the board. All minutes of meetings shall be open to inspection by the Audit Committee and<br />
the Board of Directors. Circular Resolutions signed by all the members shall be valid and effective as if it had<br />
been passed at a meeting of the Audit Committee.<br />
The Audit Committee may require the attendance of any management staff from the Finance/Accounts<br />
Department or other departments deemed necessary together with a representative or representatives from<br />
the external auditors.<br />
Functions of the Audit Committee<br />
The duties and responsibilities of the Audit Committee shall include the following:-<br />
(i) To review and discuss with the external auditor, the audit plan and the scope of the audit;<br />
(ii) To review and discuss with the external auditor, their evolution of the system of internal controls and their<br />
audit report;<br />
(iii) To review the assistance given by the employees of the Company to the external auditors;<br />
(iv) To review the external auditor’s management letter and the management’s response.<br />
(v) To report to the Board if there is reason (supported by grounds) to believe that the external auditor is not<br />
suitable for reappointment;<br />
(vi) To review the quarterly and year-end financial statements, prior to the approval by the Board of Directors,<br />
focusing particularly on:<br />
<br />
<br />
<br />
<br />
<br />
(vii)<br />
To review the adequacy of the scope, functions, competency and resources of the internal audit function,<br />
and that it has the necessary authority to carry out its work;<br />
19<br />
ANNUAL REPORT 2010<br />
|
(viii)<br />
(ix)<br />
(x)<br />
(xi)<br />
To review the internal audit programme and the results of the internal audit programme, processes investigation<br />
undertaken and whether or not that appropriate action is taken on the recommendations of the internal<br />
audit function;<br />
To review any related party transactions and conflict of interest situation that may arise within the Company<br />
or the Group including any transaction, procedure or course of conduct that raises questions of management<br />
integrity;<br />
To consider the appointment, the audit fee and resignation or dismissal of the external auditors; and<br />
To recommend the nomination of a person as external auditors.<br />
Rights of the Audit Committee<br />
The Audit Committee has ensured that, wherever necessary and reasonable for the performance of its duties, in<br />
accordance with a procedure determined by the Board:-<br />
(i)<br />
(ii)<br />
(iii)<br />
(iv)<br />
(v)<br />
(vi)<br />
| 20<br />
REPORT OF THE AUDIT COMMITTEE<br />
have authority to investigate any matter within its terms of reference;<br />
have the resources which are required to perform its duties;<br />
have full and unrestricted access to any information pertaining to the Company;<br />
have direct communication channels with the external auditors and person(s) carrying out the internal audit<br />
function or activity;<br />
be able to obtain independent professional or other advice; and<br />
be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance<br />
of other directors and employees of the Company, whenever deemed necessary.<br />
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE<br />
The activities of the Audit Committee during the financial year ended 31 December 2010 include the followings:-<br />
Reviewed and recommended for Board’s approval on the unaudited quarterly financial results and audited<br />
financial statements;<br />
Assessed the Group’s financial performance;<br />
Reviewed and discussed with the External Auditors, the results of the audit process, issues arising from the<br />
audits and updates on new developments pertaining to accounting standards issued by the Malaysian<br />
Accounting Standards Board;<br />
Recommended the nomination of External Auditors for Board’s approval;<br />
Reviewed the procedures monitoring recurrent related party transactions within the Group and the renewal<br />
of shareholders’ mandate;<br />
Reviewed the status of the internal control system of the Group;<br />
ANNUAL REPORT 2010
REPORT OF THE AUDIT COMMITTEE<br />
Reviewed the internal audit reports on findings and recommendations and ensuring that material findings<br />
are adequately addressed by the Management;<br />
Assessed the adequacy of competency of the internal auditing function;<br />
Reviewed the Audit Committee Report and Statement on Internal Control to be published in the Annual<br />
Report.<br />
INTERNAL AUDIT FUNCTION<br />
The Audit Committee, in particular, is assisted by the in-house Internal Audit Department who undertake the audit<br />
and compliance functions of the Group. Internal audit focuses on determining whether the controls provide reasonable<br />
assurance of effective and efficient operations, as to reliability and integrity of financial data and reports, and<br />
compliance with laws, regulations and contracts.<br />
The internal auditor has progressively conducted independent and regular reviews to assess the adequacy and<br />
effectiveness of the Group’s internal control systems and ensure that the Group’s policies and operating procedures<br />
are complied with. Audits were carried out on key processes or strategic business units of the Group. The internal<br />
auditor also monitored the effectiveness of administration and financial controls applied and the reliability and integrity<br />
of data that was produced within the Group. Audit findings were presented to the Audit Committee and<br />
recommendations were highlighted for improvements on a quarterly basis.<br />
The cost incurred in maintaining the Internal Audit Function for the financial year ended 31 December 2010 was<br />
RM24,000.<br />
21<br />
ANNUAL REPORT 2010<br />
|
| 22<br />
STATEMENT ON INTERNAL CONTROL<br />
INTRODUCTION<br />
Pursuant to Paragraph 15.26(b) of the main market Listing Requirements of Bursa Malaysia Securities Berhad, the<br />
Board is pleased to provide the following statement on the internal control which outlines the nature and scope of<br />
internal controls of the Group during the financial year ended 31 December 2010.<br />
DIRECTORS’ RESPONSIBILITIES<br />
The Board affirms overall responsibility for the Group’s system of internal control. This includes reviewing the<br />
adequacy and integrity of financial, operational and compliance controls so as to safeguard shareholders’ investment<br />
and the Group’s assets. The system of internal control is meant to effectively manage business risks towards<br />
the achievement of objectives so as to enhance the value of shareholders’ investments and to safeguard the<br />
Group’s assets.<br />
However, as in any system of internal control, it is designed to manage rather than eliminate the risk of failure to<br />
achieve business objectives and therefore, it can only provide reasonable and not absolute assurance against<br />
material misstatement or loss.<br />
KEY PROCESSES<br />
Internal Control Environment<br />
Within the Group, there are organisational structures in place for each operating unit with clearly defined levels of<br />
authority. Management of each operating unit has clear responsibility for identifying risk affecting their unit and the<br />
overall Group’s business as a whole. They are also charged with instituting adequate procedures and internal<br />
controls to mitigate and monitor such risks on an ongoing basis. Internal policies and procedures are documented<br />
to formalise the operations of the Group.<br />
Audit Committee<br />
The Board has empowered the Audit Committee with the duty of reviewing and monitoring the effectiveness of the<br />
Group’s system of internal control. The Audit Committee reviews the Group’s financial reports, internal and external<br />
audit reports and the internal control system. The Audit Committee comprises independent non-executive<br />
members of the Board and provides direction and oversight over the internal audit function to enhance its<br />
independence from management. The Audit Committee meets quarterly to review internal audit findings, discusses<br />
risk management issues and ensures that weaknesses in controls highlighted are appropriately addressed by the<br />
management.<br />
The periodic monitoring and reviews in place give reasonable assurance that the structure of controls and operation<br />
is appropriate to the Group and that the Group is operating within acceptable level of risks.<br />
Internal Audit Function<br />
During the financial year, the Group has an Internal Audit Department to assist the Audit Committee with the<br />
examination and evaluation of the adequacy and effectiveness of the internal control system, including control<br />
environment, risk assessment process and operational control activities.<br />
This statement is made in accordance with a resolution of the Board of Directors dated 14 May 2011.<br />
The Internal Auditor had reviewed the Group’s system of internal controls and had reported the internal audit activities<br />
carried out during the year, the significant risks and findings and necessary recommendations to the Audit Committee<br />
on a quarterly basis. The internal audit focuses on determining whether the controls provide reasonable<br />
assurance of effective and efficient operations, as to reliability and integrity of financial data and reports, and compliance<br />
with established policies and procedures.<br />
ANNUAL REPORT 2010
STATEMENT ON INTERNAL CONTROL<br />
CONCLUSION<br />
For the financial year under review, the Board is of the view that the system of the internal control is in place and<br />
there is no material loss that requires disclosure in the Group’s Annual Report. Nevertheless, the Board will, when<br />
necessary, put in place appropriate action plans to further enhance the Group’s system of internal controls.<br />
The external auditors have reviewed the Statement of Internal Control pursuant to Paragraph 15.23 of the Main<br />
Market Listing Requirements of Bursa Malaysia Securities Berhad and have reported to the Board that it appropriately<br />
reflects the processes that the Board has adopted in reviewing the adequacy and integrity of the system of<br />
internal controls.<br />
23<br />
ANNUAL REPORT 2010<br />
|
DIRECTOR’S REPORT<br />
DIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
The directors hereby submit their report and the audited financial statements of the Group and of the<br />
Company for the financial year ended 31 December 2010.<br />
PRINCIPAL ACTIVITIES<br />
The Company is an investment holding company and the principal activities of its subsidiary<br />
companies are listed in Note 7 to the financial statements. There have been no significant changes in<br />
the nature of these activities during the financial year.<br />
FINANCIAL RESULTS<br />
Group Company<br />
RM RM<br />
Net profit / (loss) for the year 4,274,767 (1,210,327)<br />
In the opinion of the directors, the results of operations of the Group and of the Company during the<br />
financial year have not been substantially affected by any item, transaction or event of a material and<br />
unusual nature.<br />
DIVIDENDS<br />
| 24<br />
Since the end of the last financial year, there is no dividend proposed, declared or paid by the<br />
Company.<br />
RESERVES AND PROVISIONS<br />
There were no material transfers to or from reserves or provisions during the financial year other than<br />
those disclosed in the financial statements.<br />
ISSUE OF SHARES AND DEBENTURES<br />
During the financial year, the Company issued 50,354,000 ordinary shares of RM0.40 each at an issue<br />
price of RM0.42 per share pursuant to its rights issue of up to 66,353,200 rights share on a<br />
renounceable basis of 1 rights share for every 1 existing ordinary share of RM0.40 each held together<br />
with up to 33,176,600 new warrants on the basis on 1 new warrant for every 2 rights shares<br />
subscribed by the entitled shareholders.<br />
The Company has not issued any new debenture during the financial year.<br />
SHARE OPTIONS<br />
WARRANTS 2003/2013<br />
Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable warrants<br />
on 13 October 2003 in conjunction with a rights issue of 15,999,200 new ordinary shares of RM1.00<br />
each in the Company. Each warrant entitles the registered holder at any time during the exercise<br />
period from 13 October 2003 to 13 October 2013 to subscribe for 1 new ordinary share of RM1.00<br />
each in the Company at an exercise price of RM1.00 per share. With effect from 10 September 2010,<br />
the 15,999,200 unexercised warrants were adjusted to an exercise price of RM0.40 per share<br />
consequential to the Company’s capital reduction exercise<br />
On 11 October 2010, an additional 6,414,377 warrants were issued at an exercise price of RM0.40<br />
per share in conjunction with a rights issue of 50,354,000 new ordinary shares of RM0.40 each in the<br />
Company. As at 31 December 2010, none of the aforesaid warrants has been exercised and there<br />
were 22,413,577 unexercised warrants at an exercise price of RM0.40 per share.<br />
ANNUAL REPORT 2010
DIRECTOR’S REPORT<br />
WARRANTS 2010/2020<br />
Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000 detachable<br />
warrants on 11 October 2010 in conjunction with a rights issue of 50,354,000 new ordinary shares of<br />
RM0.40 each in the Company. Each warrant entitles the registered holder at any time during the<br />
exercise period from 11 October 2010 to 11 October 2020 to subscribe for 1 new ordinary share of<br />
RM0.40 each in the Company at an exercise price of RM0.50 per share. As at 31 December 2010,<br />
none of the aforesaid warrants has been exercised and there were 25,177,000 unexercised warrants<br />
at an exercise price of RM0.50 per share.<br />
DIRECTORS<br />
The directors who served since the date of the last report are:-<br />
Low Bok Tek<br />
Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal (Appointed on 08.12.2010)<br />
Datuk Ahmad Shalimin Bin Ahmad Shaffie<br />
Peter Wong Hoy Kim<br />
Tang Yuet Mun<br />
Malik Parvez Ahmad bin Nazir Ahmad<br />
In accordance with Article 101 of the Company's Articles of Association, Datuk Ahmad Shalimin Bin<br />
Ahmad Shaffie and Tang Yuet Mun retire at the forthcoming annual general meeting and being<br />
eligible, offer themselves for re-election.<br />
In accordance with Article 108 of the Company's Articles of Association, Dato’ Syed Abu Hussin bin<br />
Hafiz Syed Abdul Fasal retires at the forthcoming annual general meeting and being eligible, offers<br />
himself for re-election.<br />
DIRECTORS' BENEFITS<br />
Since the end of the last financial year, no director of the Company has received or entitled to receive<br />
any benefit (other than the directors' remuneration as disclosed in the financial statements) by reason<br />
of a contract made by the Company or a related corporation with the director or with a firm of which<br />
the director is a member, or with a company in which the director has a substantial financial interest<br />
except for the related party transactions as disclosed in Note 31 to the financial statements.<br />
Neither during nor at the end of the financial year, was the Company a party to any arrangements<br />
whose object is to enable the directors to acquire benefits by means of the acquisition of shares in, or<br />
debentures of, the Company or any other body corporate.<br />
DIRECTORS' INTEREST<br />
The shareholdings in the Company and its related corporations of those who were directors at the end<br />
of the financial year, as recorded in the Register of Directors' Shareholdings kept by the Company<br />
under Section 134 of the Companies Act, 1965 were as follows:-<br />
Shares in the Company<br />
Gunung Capital Berhad<br />
Direct Interest<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
Number of ordinary shares of RM0.40 * each<br />
Balance at<br />
01.01.2010<br />
Bought<br />
Sold<br />
25<br />
ANNUAL REPORT 2010<br />
|<br />
Balance at<br />
31.12.2010<br />
- 21,191,870 - 21,191,870<br />
Indirect Interest<br />
Low Bok Tek ** 13,599,129 13,599,129 10,502,000 16,696,258
| 26<br />
DIRECTOR’S REPORT<br />
Direct Interest<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
Number of options for ordinary shares of RM0.40 *<br />
each (Warrant 2003/2013)<br />
Balance at<br />
Balance at<br />
01.01.2010 Granted Lapsed 31.12.2010<br />
- 269,100 - 269,100<br />
Indirect Interest<br />
Low Bok Tek ** 124,201 49,794 - 173,995<br />
Direct Interest<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
Number of options for ordinary shares of RM0.40<br />
each (Warrant 2010/2020)<br />
Balance at<br />
Balance at<br />
01.01.2010 Granted Lapsed 31.12.2010<br />
- 1,944,235 - 1,944,235<br />
Indirect Interest<br />
Low Bok Tek ** - 6,799,565 - 6,799,565<br />
Shares in Subsidiary Company<br />
- GPB Corporation Sdn. Bhd.<br />
Direct Interest<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
Number of ordinary shares of RM1.00 each<br />
Balance at<br />
01.01.2010<br />
Bought<br />
Sold<br />
Balance at<br />
31.12.2010<br />
4,510,000 - 2,550,000 1,960,000<br />
* On 9 September 2010, the par value of each of the Company’s ordinary share was reduced from<br />
RM1.00 to RM0.40 each.<br />
** By virtue of Section 6A(4)(c) of the Companies Act, 1965.<br />
By virtue of their interests in the shares of the Company, Dato’ Syed Abu Hussin bin Hafiz Syed Abdul<br />
Fasal and Low Bok Tek are deemed interested in the shares of all the subsidiary companies of the<br />
Company to the extent that the Company has an interest.<br />
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS<br />
a) Before the financial statements of the Group and of the Company were made out, the directors<br />
took reasonable steps:<br />
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and<br />
the making of allowance for doubtful debts and have satisfied themselves that all known bad<br />
debts have been written off and that adequate allowance had been made for doubtful debts;<br />
and<br />
(ii) to ensure that any current assets, other than debts, which were unlikely to realise in the<br />
ordinary course of business, their values as shown in the accounting records of the Group<br />
and of the Company have been written down to an amount which they might be expected to<br />
realise.<br />
ANNUAL REPORT 2010
DIRECTOR’S REPORT<br />
a) At the date of this report, the directors are not aware of any circumstances:<br />
(i) which would render the amount written off for bad debts or the amount of allowance for<br />
doubtful debts in the financial statements of the Group and of the Company inadequate to<br />
any substantial extent; or<br />
(ii) which would render the values attributed to current assets in the financial statements of the<br />
Group and of the Company misleading; or<br />
(iii) which have arisen which render adherence to the existing method of valuation of assets or<br />
liabilities of the Group and of the Company misleading or inappropriate.<br />
b) At the date of this report, there does not exist:<br />
(i) any charge on the assets of the Group and of the Company which has arisen since the end<br />
of the financial year which secures the liability of any other person; or<br />
(ii) any contingent liability of the Group and of the Company which has arisen since the end of<br />
the financial year.<br />
c) No contingent or other liability has become enforceable or is likely to become enforceable within<br />
the period of twelve months after the end of the financial year which, in the opinion of the<br />
directors, will or may substantially affect the ability of the Group and of the Company to meet<br />
their obligations as and when they fall due.<br />
OTHER STATUTORY INFORMATION<br />
a) At the date of this report, the directors are not aware of any circumstances not otherwise dealt<br />
with in this report or the financial statements of the Group and of the Company which would<br />
render any amount stated in the financial statements misleading.<br />
b) In the opinion of the directors,<br />
(i) the results of the operations of the Group and of the Company during year the financial were<br />
not substantially affected by any item, transaction or event of a material and unusual nature;<br />
and<br />
(ii) there has not arisen in the interval between the end of the financial year and the date of this<br />
report any item, transaction or event of a material and unusual nature likely to affect<br />
substantially the results of the operations of the Group and of the Company for the financial<br />
year in which this report is made.<br />
AUDITORS<br />
The auditors, Messrs STYL Associates, have indicated their willingness to continue in office.<br />
Signed on behalf of the Board in accordance with a resolution of the directors,<br />
DATO' SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL<br />
Director<br />
Taiping, Perak Darul Ridzuan<br />
Date : 29 April 2011<br />
27<br />
LOW BOK TEK<br />
Director<br />
ANNUAL REPORT 2010<br />
|
| 28<br />
DIRECTOR’S REPORT<br />
STATEMENT BY DIRECTORS<br />
We, Dato' Syed Abu Hussin Bin Hafiz Syed Abdul Fasal and Low Bok Tek, being directors of Gunung<br />
Capital Berhad, do hereby state on behalf of the directors that in our opinion, the accompanying<br />
financial statements of the Group and of the Company as set out on pages 31 to 62 are properly<br />
drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial<br />
Reporting Standards in Malaysia so as to give a true and fair view of the financial position of the<br />
Group and of the Company as at 31 December 2010 and of the results and cash flows of the Group<br />
and of the Company for the financial year ended on that date.<br />
The supplementary information as set out in Note 36 is prepared in accordance with Guidance on<br />
Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of<br />
Disclosure pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the<br />
Malaysian Institute of Accountants and the directive of Bursa Malaysia Securities Berhad.<br />
Signed on behalf of the Board in accordance with a resolution of the directors,<br />
DATO' SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL<br />
Director<br />
Taiping, Perak Darul Ridzuan<br />
Date : 29 April 2011<br />
STATUTORY DECLARATION<br />
LOW BOK TEK<br />
Director<br />
I, Tang Yuet Mun, I/C No. 560222-08-6133, being the director primarily responsible for the accounting<br />
records and financial management of Gunung Capital Berhad, do solemnly and sincerely declare that<br />
the accompanying financial statements of the Group and of the Company as set out on pages 31 of 62,<br />
are to the best of my knowledge and belief, correct and I make this solemn declaration<br />
conscientiously believing the same to be true, and by virtue of the provisions of the Statutory<br />
Declarations Act, 1960.<br />
Subscribed and solemnly declared by<br />
Tang Yuet Mun, I/C No. 560222-08-6133<br />
at Taiping, Perak Darul Ridzuan on 29 April 2011<br />
Before me:<br />
MUSA AHMAD<br />
COMMISSIONER FOR OATHS<br />
ANNUAL REPORT 2010<br />
TANG YUET MUN
INDEPENDENT AUDITORS’ REPORT<br />
STYL ASSOCIATES 107-B, Jalan Aminuddin Baki,<br />
Taman Tun Dr Ismail, 60000 Kuala Lumpur<br />
(AF 001929)<br />
Tel: 603-77275573 Fax: 603-77270771<br />
Chartered Accountants<br />
email: stylaudit@gmail.com<br />
INDEPENDENT AUDITORS’ REPORT TO THE ME<strong>MB</strong>ERS OF<br />
GUNUNG CAPITAL BERHAD<br />
(Incorporated in Malaysia)<br />
Report on the Financial Statements<br />
We have audited the financial statements of Gunung Capital Berhad, which comprise the statements<br />
of financial position as at 31 December 2010 of the Group and of the Company, and the statements of<br />
comprehensive income, statements of changes in equity and statements of cash flows of the Group<br />
and of the Company for the year then ended, and a summary of significant accounting policies and<br />
other explanatory information, as set out on pages 32 to 38. .<br />
Directors’ Responsibility for the Financial Statements<br />
The directors of the Company are responsible for the preparation of financial statements that give a<br />
true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in<br />
Malaysia, and for such internal control as the directors determine are necessary to enable the<br />
preparation of financial statements that are free from material misstatement, whether due to fraud or<br />
error.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We<br />
conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards<br />
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable<br />
assurance whether the financial statements are free from material misstatement.<br />
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures<br />
in the financial statements. The procedures selected depend on our judgement, including the<br />
assessment of the risks of material misstatement of the financial statements, whether due to fraud or<br />
error. In making those risk assessments, we consider internal control relevant to the Company's<br />
preparation and fair presentation of the financial statements in order to design audit procedures that<br />
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the<br />
effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness<br />
of accounting policies used and the reasonableness of accounting estimates made by the directors,<br />
as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis<br />
for our audit opinion.<br />
Opinion<br />
In our opinion, the financial statements have been properly drawn up in accordance with Financial<br />
Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of<br />
the financial position of the Group and of the Company as of 31 December 2010 and of their financial<br />
performance and cash flows for the year then ended.<br />
29<br />
ANNUAL REPORT 2010<br />
|
INDEPENDENT AUDITORS’ REPORT<br />
Report on Other Legal and Regulatory Requirements<br />
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the<br />
following:<br />
a) In our opinion the accounting and other records and the registers required by the Act to be kept<br />
by the Company and its subsidiary companies have been properly kept in accordance with the<br />
provisions of the Act.<br />
b) we are satisfied that the financial statements of the subsidiary companies that have been<br />
consolidated with the Company's financial statements are in form and content appropriate and<br />
proper for the purposes of the preparation of the financial statements of the Group and we have<br />
received satisfactory information and explanations required by us for those purposes.<br />
c) the audit reports on the financial statements of the subsidiary companies did not contain any<br />
qualification or any adverse comment made under Section 174(3) of the Act.<br />
Other Reporting Responsibilities<br />
Our audit was made for the purpose of forming an opinion on the financial statements taken as a<br />
whole. The information set out in Note 36 to the financial statements has been compiled by the<br />
Company as required by the Bursa Malaysia Securities Berhad Listing Requirements. We have<br />
extended our audit procedures to report on the process of compilation of such information. In our<br />
opinion, the information has been properly compiled, in all material respects, in accordance with the<br />
Guidance of Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the<br />
Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued<br />
by the Malaysian Institute of Accountants and presented based on the format prescribed by Bursa<br />
Malaysia Securities Berhad.<br />
Other Matters<br />
| 30<br />
This report is made solely to the members of the Company, as a body, in accordance with Section<br />
174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume<br />
responsibility to any other person for the content of this report.<br />
STYL ASSOCIATES<br />
[AF 001929]<br />
Chartered Accountants<br />
Kuala Lumpur<br />
Date : 29 April 2011<br />
ANNUAL REPORT 2010<br />
YEO ENG HUI<br />
1723/09/12/(J)<br />
Partner
FINANCIAL STATEMENT<br />
STATEMENTS OF FINANCIAL POSITION AS AT 31 DECE<strong>MB</strong>ER 2010<br />
Assets<br />
Group Company<br />
Note 2010 2009 2010 2009<br />
RM RM RM RM<br />
(Restated)<br />
Non-current Assets<br />
Property, plant and<br />
equipment 5 96,813,534 9,737,513 5,035 8,956<br />
Investment properties 6 4,169,931 4,175,491 - -<br />
Subsidiary companies 7 - - 34,068,530 17,068,530<br />
Other financial assets 8 277,678 277,678<br />
Goodwill on consolidation 9 12,449,762 657,486 - -<br />
113,710,905 14,848,168 34,073,565 17,077,486<br />
Current Assets<br />
Inventories 10 985,814 623,024 - -<br />
Trade receivables 11 19,546,117 14,223,241 - -<br />
Other receivables 12 6,790,931 60,402 16,210 16,210<br />
Amount owing by subsidiary<br />
companies 13 - - 1,430,864 1,860,317<br />
Tax recoverable 639,908 638,358 2,950 2,950<br />
Other financial assets 8 3,306,683 - - -<br />
Fixed deposits with licensed<br />
banks 14 6,310,212 200,000 3,402,000 -<br />
Cash and bank balances 3,495,522 159,980 116,064 136,344<br />
41,075,187 15,905,005 4,968,088 2,015,821<br />
Total assets 154,786,092 30,753,173 39,041,653 19,093,307<br />
Equity and Liabilities<br />
Capital and reserves<br />
Share capital 15 40,283,200 50,354,000 40,283,200 50,354,000<br />
Reserves 16 2,622,504 (30,597,699) (1,358,154) (31,367,307)<br />
Shareholders' equity 42,905,704 19,756,301 38,925,046 18,986,693<br />
Minority interest 7,304,959 - - -<br />
Total equity 50,210,663 19,756,301 38,925,046 18,986,693<br />
Non-current liabilities<br />
Finance lease payables 17 52,396,272 - - -<br />
Shareholder’s advance 18 6,047,500 - - -<br />
Deferred tax liabilities 19 2,126,413 131,930 - -<br />
60,570,185 131,930 - -<br />
Current Liabilities<br />
Trade payables 20 4,766,081 3,671,632 - -<br />
Other payables 21 15,993,441 999,877 26,675 15,000<br />
Amount owing to subsidiary<br />
companies 13 - - 89,932 91,614<br />
Tax liabilities 578,382 -<br />
Finance lease payables 17 15,528,768 -<br />
Bank borrowings 22 7,138,572 6,193,433 - -<br />
44,005,244 10,864,942 116,607 106,614<br />
Total equity and liabilities 154,786,092 30,753,173 39,041,653 19,093,307<br />
31<br />
ANNUAL REPORT 2010<br />
|
| 32<br />
FINANCIAL STATEMENT<br />
STATEMENTS OF COMPREHENSIVE INCOME<br />
FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
Group Company<br />
Note 2010 2009 2010 2009<br />
RM RM RM RM<br />
Continuing Operations<br />
Revenue 23 25,045,555 - - -<br />
Cost of sales (17,532,688) - - -<br />
Gross Profit 7,512,867 - - -<br />
Other income 1,584,988 153,225 129,924 119,999<br />
Administrative and<br />
general expenses (2,763,709) (756,052) (1,193,181) (395,329)<br />
Finance costs 24 (2,302,210) - (147,070) -<br />
Profit/(loss) before taxation 25 4,031,936 (602,827) (1,210,327) (275,330)<br />
Tax expense 26 (994,622) (960) - -<br />
Profit / (loss) from<br />
continuing operations 3,037,314 (603,787) (1,210,327) (275,330)<br />
Discontinued Operations 27<br />
Profit from discontinued<br />
operations 1,237,453 535,724 - -<br />
Total comprehensive income 4,274,767 (68,063) (1,210,327) (275,330)<br />
Attributable to:<br />
Owners of the parent 2,000,723 (68,063)<br />
Minority interest 2,274,044 -<br />
4,274,767 (68,063)<br />
Earnings / (loss) per ordinary 28<br />
share (sen)<br />
Basic earnings / (loss) per share<br />
From continuing operations 1.24 (1.20)<br />
From discontinued operations 2.00 1.06<br />
3.24 (0.14)<br />
Diluted earnings per share<br />
From continuing operations 0.92 -<br />
From discontinued operations 1.49 -<br />
2,41 -<br />
ANNUAL REPORT 2010
FINANCIAL STATEMENT<br />
STATEMENTS OF CHANGES IN EQUITY<br />
FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
Group<br />
Balance as at 1 January 2009<br />
Total comprehensive income<br />
Balance as at 31 December 2009<br />
Reduction in share capital<br />
Issue of shares during the year<br />
Acquisition of subsidiary companies<br />
Total comprehensive income<br />
Balance as at 31 December 2010<br />
--------------- Attributable to Equity Holders of the Company---------------<br />
--------------- Non-Distributable ---------------<br />
Share<br />
Capital<br />
RM<br />
50,354,000<br />
-<br />
50,354,000<br />
(30,212,400)<br />
20,141,600<br />
-<br />
-<br />
40,283,200<br />
STATEMENTS OF CHANGES IN EQUITY<br />
FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
Company<br />
Share<br />
Premium<br />
RM<br />
100,411<br />
-<br />
100,411<br />
-<br />
-<br />
-<br />
-<br />
100,411<br />
Warrant<br />
Reserve<br />
RM<br />
-<br />
-<br />
-<br />
-<br />
1,007.080<br />
-<br />
-<br />
1,007.080<br />
(Accumulated<br />
Losses) /<br />
Retained<br />
Earnings<br />
RM<br />
(30,630,047)<br />
(68,063)<br />
(30,698,110)<br />
30,212,400<br />
-<br />
-<br />
2,000,723<br />
1,515,013<br />
Total<br />
RM<br />
19,824,364<br />
(68,063)<br />
19,756,301<br />
-<br />
21,148,680<br />
-<br />
2,000,723<br />
42,905,704<br />
33<br />
ANNUAL REPORT 2010<br />
|<br />
Minority<br />
Interest<br />
RM<br />
-<br />
-<br />
-<br />
-<br />
-<br />
5,030,915<br />
2,274,044<br />
7,304,959<br />
Share Share Warrarar nt Accumulated<br />
Capital Premium Reserve Losses Total<br />
RM RM RM RM RM<br />
Total<br />
RM<br />
19,824,364<br />
(68,063)<br />
19,756,301<br />
-<br />
21,148,680<br />
5,030,915<br />
4,274,767<br />
50,210,663<br />
Balance as at 1 January 2009 50,354,000 100,411 - (31,192,388) 19,262,023<br />
Total comprehensive income e - - - (275,330) (275,330)<br />
Balance as at 31 December 2009 50,354,000 100,411 - (31,467,718) 18,986,693<br />
Reduction in share capital (30,212,400) - - 30,212,400 -<br />
Issue of shares during the year 20,141,600 - 1,007.080 - 21,148,680<br />
Total comprehensive income e - - - (1,210,327) (1,210,327)<br />
Balance as at 31 December 2010 40,283,200 100,411 1,007.080 (2,465,645) 38,925,046
| 34<br />
FINANCIAL STATEMENT<br />
STATEMENTS OF CASH FLOWS<br />
FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Cash Flows from Operating Activities<br />
Profit/(loss) before taxation from:<br />
- continuing operations 4,031,936 (602,827) (1,210,327) (275,330)<br />
- discontinued operations 1,237,453 535,724 - -<br />
Profit/(loss) before taxation 5,269,389 (67,103) (1,210,327) (275,330)<br />
Adjustments for:<br />
Amortisation of long leasehold land 47,646 47,427<br />
Depreciation of investment<br />
properties 5,560 5,560 - -<br />
Depreciation of property, plant<br />
and equipment 6,001,612 252,781 3,921 3,919<br />
Gain on disposal of investment (1,367,209) - - -<br />
Gain on disposal of property,<br />
plant and equipment - (120,098) - (119,999)<br />
Interests expense 2,642,495 221,529 147,070 -<br />
Interests income (37,767) - - -<br />
Net fair value gain on held for<br />
trading financial assets (90,683) - - -<br />
Operating profit/(loss) before working<br />
capital changes 12,471,043 340,096 (1,059,336) (391,410)<br />
Changes in inventories 43,566 (29,173) - -<br />
Changes in trade receivables 8,175,704 (3,923,235) - -<br />
Changes in other receivables (2,043,899) 1,252,852 - 1,064,742<br />
Changes in trade payables (4,574,471) 3,305,050 - -<br />
Changes in other payables 3,808,560 (217,864) 11,675 (36,566)<br />
Cash generated from / (used in)<br />
operations 17,883,503 727,726 (1,047,661) 673,332<br />
Interest paid (2,642,495) (221,529) (147,070) -<br />
Tax paid (661,541) (3,479) - (1,375)<br />
Net cash generated from / (used in)<br />
Operating Activities 14,576,467 502,718 (1,194,731) 673,332<br />
Cash Flows from Investing Activities<br />
Acquisition of subsidiary company (12,663,371) - (17,000,000) -<br />
Interest received 37,767 - - -<br />
Minority interest 25,000 - - -<br />
Proceeds from disposal of<br />
investment 1,467,209 - - -<br />
Proceeds from disposal of<br />
property, plant and equipment - 120,100 - 120,000<br />
Purchase of property, plant and -<br />
equipment (10,055,745) - - -<br />
Net cash (used in) / generated from<br />
Investing Activities (21,189,140) 120,100 (17,000,000) 120,000<br />
ANNUAL REPORT 2010
FINANCIAL STATEMENT<br />
STATEMENTS OF CASH FLOWS<br />
FOR THE YEAR ENDED 31 DECE<strong>MB</strong>ER 2010<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Cash Flows from Financing Activities<br />
Issuance of shares<br />
Net proceeds from / (repayment of)<br />
21,148,680 21,148,680<br />
banker‘s acceptance 598,001 (55,000) - -<br />
Repayment of finance lease (6,035,392)<br />
Advances to related companies<br />
Net cash generated from / (used in)<br />
- - 427,771 (813,513)<br />
Financing Activities 15,711,289 (55,000) 21,576,451 (813,513)<br />
Net Increase/(Decrease) in Cash and<br />
Cash Equivalents<br />
Cash and Cash Equivalents<br />
9,098,616 567,818 3,381,720 (20,181)<br />
brought forw rw r ard<br />
Cash and Cash Equivalents<br />
352,547 (215,271) 136,344 156,525<br />
carried forw rw r ard 9,451,163 352,547 3,518,064 136,344<br />
Cash and Cash Equivalents carried<br />
forw rw r ard consists of:<br />
Cash and bank balances 3,495,522 159,980 116,064 136,344<br />
Fixed deposit with a licensed bank 6,310,212 200,000 3,402,000 -<br />
Bank overdraft ft f (354,571) (7,433) - -<br />
9,451,163 352,547 3,518,064 136,344<br />
Significant Non-Cash Transaction<br />
Significant non-cash transaction during the year consist of:<br />
- acquisition of property, plant and<br />
equipment under finance lease 29,125,700 - - -<br />
35<br />
ANNUAL REPORT 2010<br />
|
NOTES TO THE FINANCIAL STATEMENTS<br />
1 GENERAL<br />
| 36<br />
NOTES TO THE FINANCIAL STATEMENTS 31 DECE<strong>MB</strong>ER 2010<br />
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is<br />
listed on the Main Market of Bursa Malaysia Securities Berhad. The registered office of the<br />
Company is at Lot 5911, Jalan Perusahaan 1, Kamunting Industrial Estate, 34600 Kamunting,<br />
Perak Darul Ridzuan.<br />
The Company is an investment holding company and the principal activities of its subsidiary<br />
companies are listed in Note 7 to the financial statements. There have been no significant<br />
changes in the nature of these activities during the financial year.<br />
The financial statements of the Company have been authorised by the Board of Directors for<br />
issuance on 29 April 2011.<br />
2 SIGNIFICANT ACCOUNTING POLICIES<br />
2.1 Basis Of Preparation<br />
The financial statements of the Group and of the Company are prepared under the historical<br />
cost convention unless otherwise indicated in the accounting policies below, and are in<br />
accordance with the provision of the Companies Act, 1965 and applicable Financial<br />
Reporting Standards in Malaysia.<br />
The financial statements are presented in Ringgit Malaysia (RM).<br />
2.2 Changes in Accounting Policies<br />
The accounting policies adopted are consistent with those of the previous financial year<br />
except as follows:<br />
On 1 January 2010, the Group and the Company adopted the following new and amended<br />
FRSs and IC Interpretations mandatory for annual financial periods beginning on or after 1<br />
January 2010.<br />
FRS 7 Financial Instruments: Disclosures<br />
FRS 8 Operating Segments<br />
FRS 101 Presentation of Financial Statements (Revised)<br />
FRS 123 Borrowing Costs (Revised)<br />
FRS 139 Financial Instruments: Recognition and Measurement<br />
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127<br />
Consolidated and Separate Financial Statements; Cost of an Investment in a Subsidiary,<br />
Jointly Controlled Entity<br />
Amendments to FRS 2 Share-based Payment – Vesting Conditions and Cancellations<br />
Amendments to FRS 132 Financial Instruments: Presentation<br />
Amendments to FRS 139 Financial Instruments: Recognition and Measurement, FRS 7<br />
Financial Instruments: Disclosures and IC Interpretation 9 Reassessment of Embedded<br />
Derivatives<br />
Improvements to FRSs issued in 2009<br />
IC interpretation 9 Reassessment of Embedded Derivatives<br />
IC Interpretation 10 Interim Financial Reporting and Impairment<br />
IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions<br />
IC Interpretation 13 Customer Loyalty Programmes<br />
IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding<br />
Requirements and Their Interaction<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
FRS 4 Insurance Contracts and TR i-3 Presentation of Financial Statements of Islamic<br />
Financial Institutions are also effective for annual periods beginning on or after 1 January<br />
2010. These FRSs are, however, not applicable to the Group or the Company.<br />
The adoption of the new and amended standards and interpretations does not have any<br />
effect on the financial statements of the Company except for those discussed below:<br />
(a) FRS 7 Financial Instruments: Disclosures<br />
Prior to 1 January 2010, information about struments financial was indisclosed<br />
in<br />
accordance with the requirement of FRS 132 Financial Instruments: Disclosure and<br />
Presentation. FRS 7 introduces new disclosures to improve the information about financial<br />
instruments. It requires the disclosure d of quantitative qualitative an information about<br />
exposure to risks arising from financial instruments, including specified minimum<br />
disclosures about credit risk, liquidity risk and market risk and sensitivity analysis to market<br />
risk.<br />
(b) FRS 101 Presentation of Financial Statements (Revised)<br />
The revised FRS 101 introduces changes in the presentation and disclosures of financial<br />
statements. The revised standard separates -owner owner changes and nonin<br />
equity. The<br />
statement of changes in equity includes only details tions with of transac owners, with all<br />
non-owner changes in equity presented as a single line item. The standard also introduces<br />
the statement of comprehensive income, with all items of income and expense recognised<br />
in profit or loss, together with all other items of recognised income and expense recognised<br />
directly in equity, either in one single statement, or in two linked statements. The Company<br />
have elected to present this statement as one single statement.<br />
In addition, a statement of financial position is required at the beginning of the earliest<br />
comparative period following a change in accounting policy, the correction of an error or the<br />
classification of items in the financial statements.<br />
The revised FRS 101 also requires the Company to make new nable disclosures users to e<br />
of the financial statements to evaluate the Company’s objectives, policies and processes for<br />
managing capital.<br />
(c) FRS 139 Financial Instruments: Recognition and Measurement<br />
FRS 139 establishes principles for recognising and measuring ets, financial ass<br />
liabilities and some contracts to buy and sell non-financial item. The Group has adopted<br />
FRS 139 prospectively on 1 January 2010 in accordance with the transitional provisions.<br />
Following the adoption of FRS 139 during the financial Group reassessed year, the the<br />
classification and measurement of financial assets and financial liabilities as at 1 January<br />
2010. There is no material effect arising from the adoption of FRS 139 and hence no<br />
opening statement of financial position as at 1 January 2010 was presented.<br />
(d) Amendments to FRS 117 Leases<br />
Prior to 1 January 2010, for all leases of land and buildings, if title is not expected to pass to<br />
the lessee by the end of the lease term, the lessee normally does not receive substantially all<br />
the risks and rewards incidental to ownership. Hence, all leasehold land held for own use was<br />
normally classified by the company as operating lease and where necessary, the minimum<br />
lease payments or the up-front payments made were allocated between the land and the<br />
building elements in proportion to the relative fair values for leasehold interests in the land<br />
element and building element of the lease at the inception of the lease. The up-front<br />
payments represented prepaid lease payments and were amortised evenly on a straightline<br />
basis over the lease term.<br />
37<br />
ANNUAL REPORT 2010<br />
|
| 38<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
The amendments to FRS 117 Leases clarify that leases of land and buildings are classified<br />
as operating or finance leases in the same way as leases of other assets. They also clarify<br />
that the present value of the residual value of the property in a lease with a term of several<br />
decades would be negligible and accounting for the land element as a finance in such<br />
circumstances would be consistent with the economic position of the lessee. Hence, the<br />
adoption of the amendments to FRS 117 has resulted in certain unexpired land leases to be<br />
reclassified as finance lease.<br />
The Group has applied this change in accounting policy retrospectively and certain<br />
comparative figures have been restated. The following are the effects to the statement of<br />
financial position as at 31 December 2010 arising from the above change in accounting<br />
policy.<br />
Group<br />
RM<br />
Increase/(Decrease) in:<br />
Property, plant and equipment 2,973,593<br />
Prepaid lease payments (2,973,593)<br />
The following comparatives have been restated:<br />
As previously As<br />
Stated Adjustments Restated<br />
RM RM RM<br />
Statement of financial position<br />
Group<br />
31 December 2009:<br />
Property, plant and<br />
equipment 6,716,274 3,021,239 9,737,513<br />
Prepaid lease payments 3,021,239 (3,021,239) -<br />
1 January 2009:<br />
Property, plant and<br />
equipment 6,969,056 3,068,666 10,037,722<br />
Prepaid lease payments 3,068,666 (3,068,666) -<br />
2.3 Standards Issued but not yet Effective<br />
The Group and the Company have not adopted the following standards and interpretations<br />
that have been issued but not yet effective:<br />
FRS 1 First-time Adoption of Financial Reporting Standards<br />
FRS 3 Business Combinations (Revised)<br />
FRS 127 Consolidated and Separate Financial Statements (Revised)<br />
Amendments to FRS 2 Share-based Payment<br />
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations<br />
Amendments to FRS 138 Intangible Assets<br />
Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives<br />
IC Interpretation 12 Service Concession Arrangements<br />
IC Interpretation 15 Agreements for the Construction of Real Estate<br />
IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation<br />
IC Interpretation 17 Distributions of Non-cash Assets to Owners<br />
Amendments to FRS 132: Classification of Rights Issues<br />
Amendments to FRS 1: Limited Exemption from Comparatives FRS 7 Disclosures for Firsttime<br />
Adopters<br />
Amendments to FRS 7: Improving Disclosures about Financial Instruments<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
The management does not anticipate the adoption of these standards and interpretations to<br />
have any material impact on the financial statements in the period of initial application<br />
except for the new disclosures requirements under the Amendments to FRS 7 as well as<br />
changes arising from the adoption of FRS 3 (revised) and FRS 127 (revised) as discussed<br />
below.<br />
The revised FRS 3 introduces a number of changes in the accounting for business<br />
combinations which will impact the amount of goodwill recognised, the reported results in<br />
the period of acquisition and future reported results. The revised FRS 127 require the<br />
change in the ownership interest of a subsidiary (without loss of control) to be accounted for<br />
as an equity transaction. The revised standard also changes the accounting for losses<br />
incurred by the subsidiary as well as the loss of control of a subsidiary. These changes from<br />
revised FRS 3 and FRS 127 will affect future acquisitions or loss of control and transactions<br />
with minority interests.<br />
2.4 Summary of Significant Accounting Policies<br />
(a) Basis of Consolidation<br />
The consolidated financial statements incorporate the audited financial statements of the<br />
Company and its subsidiaries made up to the same financial year. Subsidiaries are<br />
companies in which the Group has the power to exercise control over the financial and<br />
operating policies so as to obtain benefits from their activities, generally accompanying a<br />
shareholding of more than one half of the voting rights.<br />
Subsidiaries are consolidated using the purchase method of accounting. Under the<br />
purchase method, subsidiaries are fully consolidated from the date on which control is<br />
transferred to the Group and are de-consolidated from the date control ceases. The<br />
financial statements of subsidiaries are prepared for the same reporting date as the<br />
Company, and uniform accounting policies are adopted in the financial statements for like<br />
transactions and events in similar circumstances. All inter-company balances, transactions<br />
and resulting unrealised profits or losses are eliminated on consolidation and the<br />
consolidated financial statements reflect external transactions only.<br />
The cost of acquisition is measured as the aggregate of their fair values, at the date of<br />
exchange, of the assets given, liabilities incurred or assumed, and equity instruments<br />
issued, plus any cost directly attributable to the acquisition. The excess of the acquisition<br />
cost over the Group’s interest in the subsidiaries’ fair values is reflected as goodwill, which<br />
is not amortised but reviewed for impairment loss, annually or more frequently if events of<br />
changes in circumstances indicate that the carrying amount may be impaired. The excess<br />
of the Group’s interest in the subsidiaries’ fair values over the acquisition cost represents<br />
negative goodwill, which is recognised directly in the income statement.<br />
Material intra-group transactions, balances and resulting unrealised gains are eliminated on<br />
consolidation and the consolidated financial statements reflect external transactions only.<br />
Unrealised losses are eliminated on consolidation unless cost cannot be recovered.<br />
Minority interests represent the portion of profit or loss and net assets in subsidiaries that is<br />
not held by the Group and is presented separately within equity in the consolidated balance<br />
sheet. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable<br />
assets and liabilities at the acquisition date and the minorities’ share of changes in the<br />
subsidiaries’ equity since then.<br />
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds<br />
and the Group’s share of its assets together with any unamortised balance of goodwill.<br />
(b) Goodwill on Consolidation<br />
Goodwill arising from the acquisition of subsidiaries represents the excess of cost of acquisition<br />
over the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and<br />
contingent liabilities. Goodwill is initially recognised as an asset at cost and subsequently measured<br />
at cost less accumulated impairment losses.<br />
39<br />
ANNUAL REPORT 2010<br />
|
| 40<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cashgenerating<br />
units (“CGU”) expected to benefit form the synergies of the combination. CGU to<br />
which goodwill has been allocated are test for impairment annually, or more frequently when<br />
there is an indication that the unit may be impaired. If the recoverable amount of the CGU is<br />
less than the carrying amount of the unit, the impairment loss is allocated first to reduce the<br />
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit<br />
on a pro-rata basis of the carrying amount of each asset in the unit. An impairment loss<br />
recognised for goodwill shall not be reversed in a subsequent period.<br />
On disposal of a subsidiary company, the attributable amount of goodwill is included in the<br />
determination of the gain or loss on disposal.<br />
(c) Investments in Subsidiaries<br />
In the Company’s separate financial statements, investments in subsidiaries are stated at<br />
cost less impairment losses, if any. On disposal of such investments, the difference<br />
between net disposal proceeds and their carrying amounts is taken up in the income<br />
statement.<br />
(d) Property, plant and Equipment<br />
Property, plant and equipment are stated at cost less accumulated depreciation and any<br />
impairment losses. Cost includes expenditures that are directly attributable to the acquisition<br />
of the asset.<br />
Certain land and buildings of the Group are shown at 1996 valuation less subsequent<br />
depreciation and impairment losses. The directors have not adopted a policy of regular<br />
valuation, and have applied the transitional provisions of Financial Reporting Standard 116,<br />
Property, Plant and Equipment which permits these assets to be stated at their prevailing<br />
valuations less depreciation. The valuations were determined by independent professional<br />
valuers on the open market basis, and no later valuations were recorded.<br />
Surpluses arising from revaluation are dealt with in the property revaluation reserve. Any<br />
deficit arising is offset against the revaluation reserve to the extent of a previous increase for<br />
the same property. In all other cases, a decrease in carrying amount will be charged to the<br />
income statement.<br />
Depreciation is calculated to write off the cost of the property, plant and equipment to their<br />
residual values on the straight line method over their expected useful lives. Freehold land is<br />
not amortised. Long-leasehold land is amortised evenly over its applicable lease period.<br />
The annual rates used for other assets are as follows:<br />
Buildings<br />
Plant and machinery<br />
Motor vehicles<br />
Furniture, fittings and equipment<br />
%<br />
2<br />
10 - 20<br />
10 - 20<br />
10 - 20<br />
The residual values, useful lives and depreciation method are reviewed at each financial<br />
year end to ensure that the amount, method and period of depreciation are consistent with<br />
previous estimates and the expected pattern of consumption of the future economic benefits<br />
embodied in the items of the property, plant and equipment.<br />
An item of property, plant and equipment is derecognised upon disposal or when no future<br />
economic benefits are expected from its use or disposal. Any gain or loss arising from<br />
de-recognition of the assets is included in the income statement in the year in which the<br />
assets is derecognised.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
(e) Investment Properties<br />
Investment properties consist of land and buildings held for capital appreciation or rental<br />
purpose and not occupied or only an insignificant portion is occupied for use or in the<br />
operations of the Group. Investment properties are treated as non-current investment and<br />
are measured initially at cost, including transaction costs. The carrying amount included the<br />
cost of replacing part of an existing investment property at the time that cost is incurred if<br />
the recognition criteria are met and excluded the costs of day-to-day servicing of investment<br />
properties. Fair value is arrived at by reference market evidence of transaction prices for<br />
similar properties and is performed by independent professional valuers.<br />
Gain or losses arising from changes in the fair values of investment properties are<br />
recognised in the income statements in the year in which they arise.<br />
Investment properties are derecognised when either they have been disposed or when the<br />
investment property is permanently withdrawn from use and no future economic benefit is<br />
expected from its disposal. Any gains or losses on the retirement or disposal of an<br />
investment property are recognised in income statement in the year in which they arise.<br />
(f) Financial Assets<br />
Financial assets are recognised in the statement of financial position when, and only when,<br />
the Group and the Company become a party to the contractual provisions of the financial<br />
instrument. Financial assets are classified as either financial assets at fair value through<br />
profit and loss, loans and receivables, held-to-maturity investments or available-for-sale<br />
financial assets, as appropriate.<br />
Financial assets are initially recognised at fair value, plus directly attributable<br />
transaction cost except for financial assets at fair value through profit and loss, which<br />
are recognised at fair value. The Group determines the classification of its financial<br />
assets after initial recognition and where appropriate, re-evaluates this designation at each<br />
financial year end.<br />
i) Financial assets at fair value through profit and loss<br />
Financial assets held for trading are included in the category “financial assets” at fair<br />
value through profit and loss and are classified as current assets. Financial assets<br />
are classified as held for trading if they are acquired for the purpose of selling in the<br />
near term. Derivative financial instruments are also classified as held for trading<br />
unless they are designated as effective hedging instruments. Gains or losses on<br />
investments held for trading are recognised in profit or loss.<br />
ii) Loans and receivables<br />
Financial assets with fixed or determinable payments that are not quoted in an active<br />
market are classified as loans and receivables. Subsequent to initial recognition,<br />
loans and receivables are measured at amortised cost using the effective interest<br />
method. Gains or losses are recognised in profit or loss when the loans and<br />
receivables are derecognised or impaired, and through amortisation process.<br />
A financial asset is derecognised when the contractual right to receive cash flow from the<br />
asset has expired. On derecognition of a financial asset in its entirety, the difference between<br />
the carrying amount and the sum of the consideration received and any cumulative gain<br />
or loss that had been recognised in other comprehensive income is recognised in profit or<br />
loss.<br />
41<br />
ANNUAL REPORT 2010<br />
|
NOTES TO THE FINANCIAL STATEMENTS<br />
(g) Financial Liabilities<br />
Financial liabilities are recognised when, and only when, the Group and the<br />
Company become a party to the contractual provisions of the financial instrument.<br />
The Group’s and the Company’s financial liabilities included borrowings, trade and other<br />
payables and advances. Trade and other payables are measured at cost which is the fair<br />
value of the consideration to be paid in the future for goods and services received. Loans<br />
and borrowings are recognised initially at fair value, net of transaction costs incurred and<br />
subsequently measured at amortised cost using the effective interest method.<br />
A financial liability is derecognised when, and only when, the obligation under the liability is<br />
discharged or extinguished. On derecognition of a financial liability, the difference between<br />
the carrying amount of the financial liability extinguished or transferred to another party and<br />
the consideration paid, including any non-cash assets transferred or liabilities assumed, is<br />
recognised in profit or loss.<br />
(h) Provisions<br />
Provisions for liabilities are recognised when the Group and the Company have a present<br />
legal or constructive obligation as a result of past events, when it is probable that an outflow<br />
of resources embodying economic benefits will be required to settle the obligation, and<br />
when a reliable estimate of the amount can be made. Provisions are reviewed at each<br />
balance sheet date and adjusted to reflect the current best estimate. Where the effect of the<br />
time value of money is material, the amount of a provision is the present value of the<br />
expenditure expected to be required to settle the obligation.<br />
(i) Lease<br />
| 42<br />
Finance leases, which transfer to the Company substantially all the risks and rewards<br />
incidental to ownership of the leased item, are capitalised at the inception of the lease at fair<br />
value of the lease asset or, if lower, at the present value of the minimum lease payments.<br />
Any initial direct costs are also added to the amount capitalised. Lease payments are<br />
apportioned between the finance charges and reduction of the lease liability so as to<br />
achieve a constant rate of interest on the remaining balance of the liability. Finance charges<br />
are charged to the profit or loss.<br />
Leased assets are depreciated over the estimated useful lives of the asset a concerned.<br />
Operating lease payments are recognised as an expense in profit or loss on a straight-line<br />
basis over the lease term.<br />
(j) Impairment of Non-financial Assets<br />
The carrying amounts of the Group’s assets are reviewed for impairment losses when there<br />
is an indication that the assets might be impaired. Impairment is measured by comparing<br />
the carrying amounts of the assets with their recoverable amounts. An impairment loss is<br />
charged to the income statement immediately.<br />
Reversal of impairment losses recognised in prior year is recorded where there is indication<br />
that the impairment losses recognised for the assets no longer exist or have decreased.<br />
The reversal is recognised to the extent of the asset's carrying amount that would have<br />
been determined, net of depreciation and amortisation, had no impairment loss been<br />
recognised. The reversal is recognised in the income statement immediately.<br />
An impairment loss in respect of goodwill is not reversed unless the loss was caused by a<br />
specific external event of an exceptional nature that is not expected to recur and<br />
subsequent external events have occurred that reverse the effect of that event.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
(k) Inventories<br />
Inventories of finished goods, work-in-progress and raw materials are stated at the lower of<br />
cost, determined using the "weighted average" method and net realisable value. Cost of<br />
finished goods and work-in-progress includes cost of raw materials, direct labour and an<br />
appropriate allocation of manufacturing overheads. Cost of raw materials includes the<br />
original purchase price plus cost of bringing these inventories to their present locations.<br />
(l) Cash and Cash Equivalents<br />
Cash and cash equivalents consist of cash and bank balances, bank overdrafts and<br />
deposits with financial institutions. Cash equivalents are short-term, highly liquid<br />
investments that are readily convertible to cash with insignificant risk of changes in value.<br />
(m) Equity Instruments<br />
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in<br />
equity in the period that they are declared.<br />
(n) Earning per Ordinary share<br />
The Group presents basic and diluted earnings per ordinary share (EPS) data for its<br />
ordinary shares. Basic EPS is calculated by dividing the profit of loss attributable to ordinary<br />
shareholders of the Company by the weighted average number of ordinary shares<br />
outstanding during the period, adjusted for own shares held.<br />
(o) Income Tax<br />
Tax on the profit or loss for the financial year comprises current and deferred tax. Income<br />
tax is recognised in the income statement except to the extent that it relates to items<br />
recognised directly in equity, in which case it is recognised in equity.<br />
Current tax expense is the expected tax payable on the taxable income for the financial<br />
year, using tax rates enacted or substantially enacted at the balance sheet date, and any<br />
adjustment to tax payable in respect of previous financial years.<br />
Deferred tax is provided, using the liability method, on all material temporary differences<br />
arising between tax bases of assets and liabilities and their carrying amounts in the financial<br />
statements. Temporary differences are not recognised for the initial recognition of assets or<br />
liabilities that at the time of the transaction affects neither accounting nor taxable profit. The<br />
amount of deferred tax provided is based on the expected manner of realisation or<br />
settlement of the carrying amounts of assets and liabilities, using tax rates enacted or<br />
substantially enacted at the balance sheet date.<br />
A deferred tax asset is recognised only to the extent that it is probable that future taxable<br />
profits will be available against which the asset can be utilised.<br />
(p) Employee Benefits<br />
(i) Short term benefits<br />
Wages, salaries, bonuses and social security contributions are recognised as an<br />
expense in the year in which the associated services are rendered by employees of<br />
the Group and of the Company. Short term accumulating compensated absences<br />
such as paid annual leave are recognised when services are rendered by employees<br />
that increase their entitlement to future compensated absences, and short term nonaccumulating<br />
compensated absences such as sick leave are recognised when the<br />
absences occur.<br />
(ii) Defined contribution plans<br />
As required by law, companies in Malaysia make contributions to the state pension scheme,<br />
the Employees Provident Fund ("EPF"). Such contributions are recognised as expense in the<br />
income statement in the year to which they relate.<br />
43<br />
ANNUAL REPORT 2010<br />
|
| 44<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
(q) Revenue Recognition<br />
Revenue is recognised to the extent that it is probable that the economic benefits will flow to<br />
the Company and the revenue can be reliably measured.<br />
Revenue from the sale of goods and services is recognised upon delivery of goods sold and<br />
completion of services rendered. Interest income is recognised when the right to receive<br />
payment is established. Dividend income is recognised on receipt basis.<br />
(r) Financial Instruments<br />
Financial instruments are recognised in the balance sheet when the Group and the<br />
Company have become a party to the contractual provisions of the instruments.<br />
Financial instruments are classified as liabilities or equity in accordance with the substance<br />
of the contractual agreement. Interests, dividends, gains and losses relating to the financial<br />
instruments classified as liabilities, are reported as expense or income. Distributions to<br />
holders of financial instruments classified as equity are charged directly to equity. Financial<br />
instruments are offset when the Group and the Company have a legally enforceable right to<br />
offset and intends to settle either on a net basis or to realise the assets and settle the<br />
liability simultaneously.<br />
The accounting policies for financial instruments recognised on the balance sheet are<br />
disclosed in the individual policy statements associated with each item.<br />
3 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS<br />
Estimates, assumptions concerning the future and judgements are made in the preparation of the<br />
financial statements. They affect the application of the Group’s and the Company’s accounting<br />
policies and reported amounts of assets, liabilities, income, expenses and disclosures made.<br />
They are assessed on an on-going basis and are based on experience and relevant factors,<br />
including expectations of future events that are believed to be reasonable under the<br />
circumstances.<br />
Key sources of estimation uncertainty<br />
The key assumptions concerning the future and other key sources of estimation uncertainty at<br />
the balance sheet date, that have significant risk of causing a material adjustment to the carrying<br />
amount of assets and liabilities within the next financial year are discussed below:-<br />
Depreciation of property, plant and equipment and investment properties<br />
Property, plant and equipment and investment properties are depreciated on a straight-line basis<br />
over their estimated useful lives. Management estimated the useful lives of these assets to be<br />
within 5 to 99 years. Changes in the expected level of usage and technological developments<br />
could impact the economic useful lives and the residual values of these assets, therefore future<br />
depreciation charges could be revised.<br />
Impairment of property, plant and equipment, intangible assets and investment properties<br />
The Group carries out the impairment test based on a variety of estimation including the value-inuse<br />
of the cash-generating unit (“CGU”) to which the property, plant and equipment, intangible<br />
assets and investment properties are allocated. Estimating the value-in-use requires the Group<br />
to make an estimate of the expected future cash flows from the CGU and also to choose a<br />
suitable discount rate in order to calculate the present value of those cash flows.<br />
Recoverability of receivables<br />
The Group makes allowances for doubtful debts based on an assessment of the recoverability of<br />
receivables. Allowances for doubtful debts are provided where event or changes in circumstances<br />
indicate that the balances may not be collectible. The identification of doubtful debts requires<br />
judgement and estimates. Where the estimation is different from the original estimate, such<br />
difference will impact the carrying values of the receivables and doubtful debts expenses in the<br />
period in which such estimate has been changed.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
Net realisable values of inventories<br />
The management reviews for slow-moving and obsolete inventories. This review requires<br />
judgement and estimates. Possible changes in these estimates could result in revision to the<br />
valuation of inventories.<br />
4 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES<br />
The Group’s and the Company's financial risk management policy seeks to ensure that adequate<br />
financial resources are available for the development of its businesses and has adopted risk<br />
management policies that seek to mitigate these risks in a cost-effective manner.<br />
a) Interest Rate Risk<br />
The Group finances its operations through operating cash flows and borrowings which are<br />
principally denominated in Ringgit Malaysia. The Group is exposed to interest rate risk<br />
mainly form their loans and borrowings and fixed deposits with financial institutions.<br />
There is no formal hedging policy in respect of interest rate exposure. The interest rate risk<br />
is monitored on an ongoing basis and the Group endeavours to keep the exposure at an<br />
acceptable level.<br />
b) Credit Risk<br />
Credit risk arises when sales are made on deferred credit terms. The Group’s credit risk is<br />
concentrated on a single customer, Latexx Manufacturing Sdn. Bhd., with agreed credit<br />
term. Any late or non-payment from the customer may have an adverse impact on the cash<br />
flows and/or results of the Group.<br />
c) Liquidity Risk and Cash Flow Risk<br />
The Group and the Company practice prudent liquidity risk management to minimise the<br />
mismatch of financial assets and liabilities and to maintain sufficient credit facilities for<br />
contingent funding requirement of working capital.<br />
The Group reviews its cash flow position regularly to manage its exposure to fluctuations in<br />
future cash flows associated with its monetary financial instruments.<br />
d) Fair Values<br />
The fair values of the financial assets and financial liabilities reported in the balance sheets<br />
as at 31 December 2010 approximate the carrying amounts of these assets and liabilities<br />
because of the immediate or short term maturity of these financial instruments.<br />
45<br />
ANNUAL REPORT 2010<br />
|
| 46<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
5 PROPERTY PLANT AND EQUIPMENT<br />
As at Acquisition As at<br />
Group 01.01.2010 of Subsidiary Additions Disposals 31.12.2010<br />
Cost/Valuation<br />
At valuation:<br />
RM RM RM RM RM<br />
Buildings<br />
Eff ff f ects of adopting<br />
Amendments to FRS 117<br />
3,156,105 - - - 3,156,105<br />
Long leasehold land 2,085,395 - - - 2,085,395<br />
At cost:<br />
Long leasehold land<br />
5,241,500 - - - 5,241,500<br />
and buildings 4,186,063 - - - 4,186,063<br />
Plant and machinery 225,000 1,264 3,469 - 229,733<br />
Motor vehicles 207,125 57,944,592 39,119,648 - 97,271,365<br />
Furniture, fittings and -<br />
equipment 1,923,422 212,022 58,328 - 2,193,772<br />
Eff ff f ects of adopting<br />
Amendments to FRS 117<br />
11,783,110 58,157,878 39,181,445 - 109,122,433<br />
Long leasehold land 1,897,852 - - - 1,897,852<br />
13,680,962 58,157,878 39,181,445 - 111,020,285<br />
As at Acquisition Charge for As at<br />
01.01.2010 of Subsidiary the year Disposals 31.12.2010<br />
RM<br />
Accumulated Depreciation<br />
At valuation:<br />
RM RM RM RM<br />
Buildings<br />
Eff ff f ects of adopting<br />
Amendments to FRS 117<br />
525,270 - 63,122 - 588,392<br />
Long leasehold land 749,447 - 28,341 - 777,788<br />
At cost:<br />
1,274,717 - 91,463 - 1,366,180<br />
Long leasehold land -<br />
and buildings 929,839 - 68,279 - 998,118<br />
Plant and machinery 44,291 28 13,222 - 57,541<br />
Motor vehicles<br />
Furniture, fittings and<br />
207,122 4,187,707 5,734,810 - 10,129,639<br />
equipment 1,274,919 26,309 122,179 - 1,423,407<br />
Eff ff f ects of adopting<br />
Amendments to FRS 117<br />
3,730,888 4,214,044 6,029,953 - 13,974,885<br />
Long leasehold land 212,561 - 19,305 - 231,866<br />
3,943,449 4,214,044 6,049,258 - 14,206,751<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
Carrying Amount<br />
At valuation:<br />
47<br />
2010 2009<br />
RM RM<br />
Buildings<br />
Eff ff f ects of adopting Amendments to FRS 117<br />
2,567,713 2,630,835<br />
Long leasehold land 1,307,607 1,335,948<br />
At cost:<br />
3,875,320 3,966,783<br />
Long leasehold land and buildings 3,187,945 3,256,224<br />
Plant and machinery 172,192 180,709<br />
Motor vehicles 87,141,726 3<br />
Furniture, fittings and equipment 770,365 648,503<br />
Eff ff f ects of adopting Amendments to FRS 117<br />
95,147,548 8,052,222<br />
Long leasehold land 1,665,986 1,685,291<br />
96,813,534 9,737,513<br />
As at<br />
As at<br />
Company<br />
01.01.2010 Additions Disposals 31.12.2010<br />
Cost<br />
RM RM RM RM<br />
Furniture, fittings and equipment 26,129 - - 26,129<br />
As at Charges for<br />
As at<br />
01.01.2010 the year Disposals 31.12.2010<br />
RM RM RM RM<br />
Accumulated Depreciation<br />
Furniture, fittings and equipment 17,173 3,921 - 21,094<br />
2010 2009<br />
RM RM<br />
Carrying Amount<br />
Furniture, fittings and equipment 5,035 8,956<br />
The revalued long leasehold land and buildings of the Group are stated at valuation based on<br />
their existing use basis valued by independent professional valuers on fair market value basis.<br />
Had the Group’s long leasehold land and buildings which are carried at valuation been stated at<br />
cost, their carrying amounts as at the end of the financial year would have been RM3,177,626<br />
(2009: RM3,254,689)<br />
Certain long leasehold land and buildings of the Group are charged as securities fo f r the banking<br />
facilities granted to a subsidiary company as disclosed in Note 22.<br />
Included in property, plant and equipment are motor vehicles with carry ry r ing amount of<br />
RM86,916,479 (2009: RM Nil) held under finance lease arrangements.<br />
ANNUAL REPORT 2010<br />
|
| 48<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
6 INVESTMENT PROPERTIES<br />
As at As at<br />
01.01.2010 Additions Disposals 31.12.2010<br />
Cost/Valuation RM RM RM RM<br />
At valuation:<br />
Freehold land and building 350,000 - - 350,000<br />
At cost:<br />
Freehold land 3,903,332 - - 3,903,332<br />
4,253,332 - - 4,253,332<br />
Accumulated Depreciation<br />
At valuation:<br />
As at As at<br />
01.01.2010 Additions Disposals 31.12.2010<br />
RM RM RM RM<br />
Freehold land and building 77,841 5,560 - 83,401<br />
At cost:<br />
Freehold land - - - -<br />
77,841 5,560 - 83,401<br />
2010 2009<br />
Carrying Amounts RM RM<br />
At valuation:<br />
Freehold land and building 266,599 272,159<br />
At cost:<br />
Freehold land 3,903,332 3,903,332<br />
4,169,931 4,175,491<br />
The above revalued freehold land and building of the Group is stated at valuation based on its<br />
existing use basis valued by independent professional valuers on a fair market value basis.<br />
Had the Group’s freehold land and building which is carried at valuation been stated at cost, its<br />
carrying amount as at end of the financial year would have been RM369,045 (2009:<br />
RM375,445).<br />
7 SUBSIDIARY COMPANIES<br />
Company<br />
2010 2009<br />
RM RM<br />
Unquoted shares, at cost 34,068,530 17,068,530<br />
The details of the subsidiary companies, all of which are incorporated in Malaysia, are as<br />
follows:-<br />
Company’s Name<br />
Country of<br />
Incorporation Effective Interest Principal Activities<br />
2010 2009<br />
Held by the Company % %<br />
Gunung Resources Trading of latex<br />
Sdn. Bhd.<br />
Gunung Land Sdn.<br />
Malaysia 100 100 concentrate<br />
Bhd.<br />
Gunung Biofuel Sdn.<br />
Malaysia 100 100 Property investment<br />
Bhd.<br />
Prominent Console<br />
Malaysia 100 100 Property investment<br />
Sdn. Bhd.<br />
Impresif Jitu Sdn.<br />
Malaysia 100 100 Dormant<br />
Bhd.<br />
GPB Corporation<br />
Malaysia 100 100 Dormant<br />
Sdn. Bhd. * Malaysia 51 - Transportation services<br />
Held by GPB Corporation Sdn. Bhd.<br />
Bas Rakyat Sdn. Bhd. * Malaysia 38 - Dormant<br />
* Not audited by STYL Associates<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
Acquisition of Subsidiary Companies<br />
During the year, the Company acquired 51% equity interest in GPB Corporation Sdn. Bhd., a<br />
company incorporated in Malaysia and principally engaged in transportation services, for a total<br />
consideration of RM17,000,000.<br />
GPB Corporation Sdn. Bhd., subsequent to being a subsidiary of the Company, acquired 75%<br />
equity interest in Bas Rakyat Sdn. Bhd., which remained dormant at the end of the financial year,<br />
for a total consideration of RM75,000.<br />
The fair value of the identifiable assets and liabilities of GPB Corporation Sdn. Bhd. as at the<br />
date of acquisition, and the goodwill arising there from, are as follows:<br />
49<br />
Carrying Fair<br />
Amount Value<br />
RM RM<br />
Property, plant and equipment 53,943,834 53,943,834<br />
Inventories 406,356 406,356<br />
Trade and other receivables 18,289,114 18,289,114<br />
Short term investments 3,316,000 3,316,000<br />
Cash and bank balances 4,336,629 4,336,629<br />
Trade and other payables (22,898,908) (22,898,908)<br />
Finance lease payables (44,850,303) (44,850,303)<br />
Tax liabilities (1,859,026) (1,859,026)<br />
Deferred tax liabilities (467,542) (467,542)<br />
Net identifiable assets 10,216,154 10,216,154<br />
Less: Minority interests (5,005,915)<br />
Group’s interest in fair value of net identifiable assets 5,210,239<br />
Goodwill on acquisition 11,789,761<br />
Purchase consideration 17,000,000<br />
The effect of the acquisition in cash flows is as follows:<br />
Purchase consideration satisfied by cash 17,000,000<br />
Less: Cash and cash equivalents acquired (4,336,629)<br />
Net cash outflow on acquisition 12,663,371<br />
From the date of acquisition, GPB Corporation Sdn. Bhd has contributed RM25,045,555 and<br />
RM4,659,714 to the Group’s revenue and profit for the financial year respectively.<br />
If the acquisition had taken place at the beginning of the financial year, GPB Corporation Sdn.<br />
Bhd. would have contributed RM66,792,223 and RM11,226,288 to the Group’s revenue and<br />
profit for the financial year respectively.<br />
ANNUAL REPORT 2010<br />
|
| 50<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
8 OTHER FINANCIAL ASSETS<br />
Non-current:<br />
Available for sale financial assets<br />
Group<br />
2010 2009<br />
Current: RM RM<br />
Held for trading financial assets<br />
Unit trust at fair value 3,306,683 -<br />
Market value as at 31 December 3,310,872 -<br />
Unit trust of RM3,216,000 is held under the name of a director of a subsidiary, GPB Corporation<br />
Sdn. Bhd., and is pledged to a licensed bank for banking facilities granted to the said subsidiary.<br />
9 GOODWILL ON CONSOLIDAT AT A ION<br />
Group<br />
2010 2009<br />
RM RM<br />
As at 1 January 657,486 657,486<br />
Arising from acquisition of subsidiary companies 11,792,276 -<br />
As at 31 December 12,449,762 657,486<br />
10 INVENTORIES<br />
Group<br />
2010 2009<br />
RM RM<br />
At cost:<br />
Spare parts for motor vehicles 361,955 -<br />
Raw materials 582,637 581,802<br />
Work-in-progress 41,222 41,222<br />
985,814 623,024<br />
11 TRADE RECEIVABLES Group<br />
2010 2009<br />
RM RM<br />
Trade receivables 19,546,117 14,223,241<br />
The currency profile of trade receivables is entirely in Ringgit Malaysia.<br />
Group<br />
2010 2009<br />
RM RM<br />
Unquoted shares, at cost 357,678 357,678<br />
Less: Impairment losses (80,000) (80,000)<br />
Net balance 277,678 277,678<br />
The Group’s normal trade credit terms granted ranges from 45 to 90 days. Other credit terms<br />
are assessed and approved on a case-by-case basis.<br />
Included in trade receivables are debts due from a related party, Latexx Manufacturing Sdn.<br />
Bhd., amounting to RM16,327,547 (2009: RM14,223,241).<br />
Included in trade receivables of a subsidiary are debts arising from government agency customer.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
The ageing analysis of trade receivables of the Group are as follows<br />
51<br />
Group<br />
2010 2009<br />
RM RM<br />
Neither past due nor impaired 11,085,540 7,305,018<br />
Past due, not impaired<br />
1 - 30 days past due 5,240,556 6,905,832<br />
More than 31 days past due 3,220,021 12,391<br />
8,460,577 6,918,223<br />
19,546,117 14,223,241<br />
Receivables that are neither past due nor impaired<br />
Trade receivables that are neither past due nor impaired are creditworthy trade receivables<br />
with good payment records with the Group.<br />
None of the trade receivables of the Group that are neither past due nor impaired have been<br />
renegotiated during the financial year.<br />
Receivables that are past due but not impaired<br />
The Group has trade receivables amounting to RM8,460,577 (2009: RM6,918,223) that are<br />
past due at the end of the reporting period but not impaired. Trade receivables of the Group<br />
that are past due but not impaired are generally unsecured in nature. The Group closely<br />
monitors the financial standing of these counter parties on an ongoing basis to ensure that the<br />
Group is exposed to minimal credit risk.<br />
12 OTHER RECEIVABLES<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Other receivables 4,056,853 4,650 150 150<br />
Amount owing by a related<br />
company 15,000 15,000 15,000 15,000<br />
Deposits and prepayments 265,591 40,752 1,060 1,060<br />
Prepayment of finance lease 2,453,487 - - -<br />
6,790,931 60,402 16,210 16,210<br />
The amounts owing by a related company, Latexx Manufacturing Sdn. Bhd., is unsecured,<br />
interest-free and repayable on demand.<br />
13 AMOUNTS OWING BY/(TO) SUBSIDIARY COMPANIES<br />
The amounts owing by/ y/ y (to) subsidiary companies, which arose mainly out of unsecured<br />
advances, are interest-free and repayable on demand.<br />
14 FIXED DEPOSITS WITH A LICENSED BANKS<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Fixed deposits 6,310,212 200,000 3,402,000 -<br />
ANNUAL REPORT 2010<br />
|
| 52<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Included in the Group’s fixed deposits is an amount of RM2,908,212 (2009: RM nil) that has been<br />
pledged to a local licensed bank as security deposits for bank guarantees issued by the banks to<br />
third parties for one of the subsidiary company, GPB Corporation Sdn. Bhd.<br />
The eff ff f ective interest rate of the Company’s fixed deposit is 2.82% per annum with average<br />
maturity period of 1 month.<br />
15 SHARE CAPITAL<br />
2010 2009<br />
No. of shares Value No. of shares Value<br />
Group and Company Units RM Units RM<br />
a) Authorised:<br />
Ordinary shares of<br />
RM0.40 / RM1.00 each 250,000,000 100,000,000 100,000,000 100,000,000<br />
b) Issued and fully paid:<br />
Ordinary shares of<br />
RM0.40 / RM1.00 each<br />
At 1 January<br />
Capital reduction off ff ffs fset 50,354,000 50,354,000 50,354,000 50,354,000<br />
against accumulated losses (30,212,400) -<br />
Rights issue of shares 50,354,000 20,141,600 -<br />
At 31 December 100,708,000 40,283,200 50,354,000 50,354,000<br />
(a) On 9 September 2010, the Company amended its Memorandum and Articles of Association<br />
to reduce the par value of its ordinary shares of RM1.00 to RM0.40 each to revise the<br />
authorised share capital of the Company from RM100,000,000 comprising 100,000,000<br />
ordinary shares of RM1.00 each to RM100,000,000 comprising 250,000,000 ordinary<br />
shares of RM0.40 each.<br />
(b) On 9 September 2010, the Company reduced its existing issued and paid up capital of<br />
RM50,534,000 comprising of 50,534,000 ordinary shares of RM1.00 each to RM20,141,600<br />
comprising of 50,534,000 ordinary shares of RM0.40 each, by way of cancellation of<br />
RM0.60 in par value for every 1 existing ordinary share of RM1.00 held, pursuant to Section<br />
64(1) of the Companies Act 1965. The consequential reduction in the par value is utilised to<br />
reduce the Company’s accumulated losses.<br />
(c) During the financial year, the Company issued 50,354,000 ordinary shares of RM0.40 each<br />
at an issue price of RM0.42 per share consequential to its rights issue of up to 66,353,200<br />
rights share on a renounceable basis of 1 rights share for every 1 existing ordinary share of<br />
RM0.40 each held together with up to 33,176,600 new warrants on the basis on 1 new<br />
warrant for every 2 rights shares subscribed by the entitled shareholders.<br />
(d) Warrants 2003/2013<br />
Pursuant to a deed poll dated 20 August 2003, the Company issued 15,999,200 detachable<br />
warrants on 13 October 2003 in conjunction with a rights issue of 15,999,200 new ordinary<br />
shares of RM1.00 each in the Company. Each warrant entitles the registered holder at any<br />
time during the exercise period from 13 October 2003 to 13 October 2013 to subscribe for 1<br />
new ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per<br />
share. With eff ff f ect from 10 September 2010, the 15,999,200 unexercised warrants were<br />
adjusted to an exercise price of RM0.40 per share consequential to the Company’s capital<br />
reduction exercise. On 11 October 2010, an additional 6,414,377 warrants were issued at<br />
an exercise price of RM0.40 per share in conjunction with a rights issue of 50,354,000 new<br />
ordinary shares of RM0.40 each in the Company. As at 31 December 2010, none of the<br />
aforesaid warrants has been exercised and there were 22,413,577 unexercised warrants at<br />
an exercise price of RM0.40 per share.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
(a)<br />
16 RESERVES<br />
Warrants 2010/2020<br />
Pursuant to a deed poll dated 3 September 2010, the Company issued 25,177,000<br />
detachable warrants on 11 October 2010 in conjunction with a rights issue of 50,354,000<br />
new ordinary shares of RM0.40 each in the Company. Each warrant entitles the registered<br />
holder at any time during the exercise period from 11 October 2010 to 11 October 2020 to<br />
subscribe for 1 new ordinary share of RM0.40 each in the Company at an exercise price of<br />
RM0.50 per share. As at 31 December 2010, none of the aforesaid warrants has been<br />
exercised and there were 25,177,000 unexercised warrants at an exercise price of RM0.50<br />
per share.<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Non-distributable<br />
Share premium 100,411 100,411 100,411 100,411<br />
Warrant reserve 1,007,080 - 1,007,080 -<br />
1,107,491 100,411 1,107,491 100,411<br />
Distributable<br />
Retained profits /<br />
(accumulated losses) 1,515,013 (30,698,110) (2,465,645) (31,467,718)<br />
Total 2,622,504 (30,597,699) (1,358,154) (31,367,307)<br />
17 FINANCE LEASE PAY AY A ABLES<br />
Group<br />
2010 2009<br />
RM RM<br />
Minimum lease payments<br />
- Not later than 1 year 20,089,320 -<br />
- Later than 1 year and not later than 5 years 59,291,450 -<br />
79,380,770 -<br />
Less: Future finance charges on finance lease payables (11,455,730) -<br />
Present value of finance lease payables 67,925,040 -<br />
Present value of finance lease payables is analysed as follow:-<br />
- Not later than 1 year 15,528,768 -<br />
- Later than 1 year and not later than 5 years 52,396,272 -<br />
67,925,040 -<br />
The finance leases facilities, which bear eff ff f ective interest rates ranging from 8.4% to 11.3% per<br />
annum, are secured by the followings:-<br />
(a) Joint and several guarantee by directors of the subsidiary company;<br />
(b) Leasing facility agreements;<br />
(c) Deed of assignment on the proj oj o ect account;<br />
Unit trust held in the name a director of the subsidiary company.<br />
53<br />
ANNUAL REPORT 2010<br />
|
| 54<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
18 SHAREHOLDER’S ADVANCE<br />
Group<br />
2010 2009<br />
RM RM<br />
As at 31 December 6,047,500 -<br />
The shareholder advance of the subsidiary company, GPB Corporation Sdn. Bhd., has been<br />
subordinated to OCBC Al-Amin facilities by OCBC Al-Amin Bank Berhad. The advance bears<br />
annual interest on the balance of the outstanding as at December 28 th equivalent to the average<br />
12 month fixed deposit rate at CI<strong>MB</strong> Bank Berhad to be calculated at the end of each financial<br />
year.<br />
19 DEFERRED TAX AX A LIABILITIES<br />
Group<br />
2010 2009<br />
RM RM<br />
As at 1 January 131,930 134,032<br />
Acquisition of subsidiary company 467,542 -<br />
Transferred to income statement 1,529,043 -<br />
Crystallisation of deferred tax liabilities transferred to<br />
income statement (2,102) (2,102)<br />
As at 31 December 2,126,413 131,930<br />
The components and movements of deferred tax liabilities of the Group are as follows:-.<br />
Accelerated<br />
Revaluation capital<br />
surplus Allowance Total<br />
RM RM RM<br />
As at 1 January 2010 131,930 - 131,930<br />
Acquisition of subsidiary company - 467,542 467,542<br />
Transferred to income statement - 1,529,043 1,529,043<br />
Crystallisation of deferred tax liabilities<br />
transferred to income statement (2,102) - (2,102)<br />
As at 31 December 2010 129,828 1,996,585 2,126,413<br />
As at 1 January 2009 134,032 - 134,032<br />
Crystallisation of deferred tax liabilities<br />
transferred to income statement (2,102) - (2,102)<br />
As at 31 December 2009 131,930 - 131,930<br />
20 TRADE PAY AY A ABLES<br />
The currency profile of trade payables is entirely in Ringgit Malaysia. The normal credit terms granted<br />
to the Group is 30 days.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
21 OTHER PAY AY A ABLES<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Other payables 642,568 20,132 1,675 -<br />
Accruals<br />
Contractor perf rf r ormance bond<br />
723,143 41,301 25,000 15,000<br />
received 4,720,000 - - -<br />
Deposits received 939,644 938,444 - -<br />
Amount owing to a director<br />
Amount owing to a related<br />
5,402,802 - - -<br />
Company 3,565,284 - - -<br />
Total 15,993,441 999,877 26,675 15,000<br />
The deposits received are in respect of the litigation case as disclosed in Note 33.<br />
The amount owing to a director of a subsidiary, GPB Corporation Sdn. Bhd., is unsecured,<br />
interest-free and repayable on demand.<br />
The amounts owing to a related company, Korakan Corporation Sdn. Bhd., is unsecured,<br />
interest-free and repayable on demand.<br />
22 BANK BORROWINGS<br />
55<br />
Group<br />
2010 2009<br />
RM RM<br />
Bank overdraft ft f 354,571 7,433<br />
Banker’s acceptance 6,784,001 6,186,000<br />
Total 7,138,572 6,193,433<br />
The above bank overdraft ft f and banker’s acceptance are short-term bank borrowings which bear<br />
interest rates ranging from 3.70% to 4.63% (2009: 5.19 to 6.69%) per annum. The facilities are<br />
secured by means of the following:<br />
(i) legal charge over a subsidiary company’s long leasehold land and buildings; and<br />
(ii) corporate guarantee of the Company.<br />
23 REVENUE<br />
Group<br />
2010 2009<br />
RM RM<br />
Transportation services 20,161,945 -<br />
Rental of buses 4,606,484 -<br />
Trainee Allowance 141,405 -<br />
Sales of spare parts and services 62,021 -<br />
Other revenues 73,700 -<br />
Total 25,045,555 -<br />
ANNUAL REPORT 2010<br />
|
| 56<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
24 FINANCE COSTS<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Interest on finance lease 2,007,640 - - -<br />
Interest on bank loans 147,070 - 147,070 -<br />
Interest on shareholder advance 147,500 - - -<br />
Total 2,302,210 - 147,070 -<br />
25 PROFIT / (LOSS) BEFORE TAX AX A ATION<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
This is stated aft ft f er charging/(crediting):-<br />
Amortisation of long<br />
leasehold land 47,646 47,427 - -<br />
Audit fee - current year<br />
- under provision in prior<br />
68,800 32,900 25,000 15,000<br />
year<br />
Depreciation of investment<br />
5,900 6,000 5,000 3,000<br />
property<br />
Depreciation of property, plant<br />
5,560 5,560 - -<br />
and equipment<br />
Directors' remuneration<br />
6,001,612 252,781 3,921 3,919<br />
- fee 66,000 48,000 66,000 48,000<br />
- others 24,750 25,500 24,750 25,500<br />
Gain on disposal of investment<br />
Gain on disposal of property,<br />
(1,367,209) - - -<br />
plant and equipment - (120,098) - (119,999)<br />
Interest income<br />
Net fair value gain on held for<br />
(11,809) (207) (11,724) -<br />
trading financial asset (90,683) - - -<br />
Rental income (34,800) (30,600) - -<br />
The details of the directors’ remuneration during the financial year are as follows:-<br />
Group and Company<br />
2010 2009<br />
RM RM<br />
Executive directors:<br />
- fees - 6,000<br />
- other emoluments 6,000 4,500<br />
Non-executive directors:<br />
6,000 10,500<br />
- fees 66,000 42,000<br />
- other emoluments 18,750 21,000<br />
84,750 63,000<br />
90,750 73,500<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
The number of directors of the Company whose total remuneration during the year falls within the<br />
following bands is analysed below:<br />
Group and Company<br />
2010 2009<br />
Executive directors:<br />
Below RM50,000 2 1<br />
Non-executive directors:<br />
Below RM50,000 4 4<br />
6 5<br />
The estimated monetary value of benefit-in-kind receivable by the directors during the financial<br />
year is Nil (2009: RM8,981).<br />
26 TAX AX A EXPENSE<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Current tax<br />
- Provision for the year<br />
- Under/ r/ r (over) provision in<br />
(535,762) 3,372 - -<br />
previous year 3,443 (310) - -<br />
Deferred tax<br />
- Relating to origination and<br />
reversal of temporary<br />
(532,319) 3,062 - -<br />
diff ff f erences<br />
- Crystallisation on revaluation<br />
1,529,043 - - -<br />
surplus (2,102) (2,102) - -<br />
1,526,941 (2,102) - -<br />
Tax expense for the year 994,622 960 - -<br />
Reconciliation of income tax expense<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Profit/(loss) before taxation from:<br />
- continuing operations 4,031,936 (602,827) (1,210,327) (275,330)<br />
- discontinued operations 1,237,453 535,724 - -<br />
Profit/(loss) before taxation 5,269,389 (67,103) (1,210,327) (275,330)<br />
Income tax at Malaysian tax<br />
rate of 25% (2009: 25%) 1,317,347 (16,776) (302,582) (68,833)<br />
Income not subj bj b ect to tax<br />
Expenses not deductible for tax<br />
(372,188) - - -<br />
purposes 458,060 157,152 (302,582) 68,833<br />
Eff ff f ect of change in tax rate<br />
Deductible temporary<br />
- (15,407) - -<br />
diff ff f erences not recognised (409,938) (118,146) - -<br />
Other items - (3,451) - -<br />
Under/ r/ r (over) provision of<br />
993,281 3,372 - -<br />
current tax in previous year<br />
Crystallisation of deferred<br />
3,443 (310) - -<br />
tax liabilities (2,102) (2,102) - -<br />
Total tax expense 994,622 960 - -<br />
57<br />
ANNUAL REPORT 2010<br />
|
| 58<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
Deferred tax assets have not been recognised in respect of the following items:<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Unutilised tax losses 13,547,016 14,882,019 594,557 581,093<br />
Unabsorbed capital allowances 1,140,556 1,156,391 19,245 19,245<br />
The unutilised tax losses and unabsorbed capital allowances, which do not expire under current<br />
tax legislations, are available for off ff f set against the future taxable profits deriving from the same<br />
source of the respective companies in the Group.<br />
27 DISCONTINUED OPERAT AT A IONS<br />
As at the end of the financial year, the Board of Directors has decided to discontinue with the<br />
trading of latex concentrate, which is the main operations of one of the subsidiary companies,<br />
Gunung Resources Sdn, Bhd., due to the high costs of latex concentrate with no prospect of<br />
costs decrease. However, the Board has no intention to dispose the equity interest in Gunung<br />
Resources Sdn. Bhd. and as such the subsidiary company is not treated as a disposal group.<br />
The results of the discontinued operations are as follows:<br />
Group<br />
2010 2009<br />
RM RM<br />
Revenue 63,299,249 37,328,863<br />
Costs of sales (61,455,482) (36,311,413)<br />
Operating, administrative and selling expense (266,029) (170,197)<br />
Finance costs (340,285) (221,529)<br />
Profit before tax from discontinued operations 1,237,453 535,724<br />
Tax expense - -<br />
Profit from discontinued operations for the financial year 1,237,453 535,724<br />
Net cash flows attributable to discontinued operations are as follows:<br />
Group<br />
2010 2009<br />
RM RM<br />
Operating activities (542,288) (82,465)<br />
Investing activities - -<br />
Financing activities 598,001 (55,000)<br />
55,713 (137,465)<br />
28 EARNINGS/(LOSS) PER ORDINARY SHARE<br />
(a) Basic Earnings / (Loss) per Ordinary Share<br />
The basic earnings/(loss) per ordinary share for the financial year has been calculated<br />
based on the Group’s net profits attributable to shareholders of the Company divided by the<br />
weighted average number of ordinary shares of the Company in issue during the financial<br />
year.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
29<br />
59
| 60<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
30 EMPLOYEE INFORMAT AT A IONS<br />
Group<br />
2010 2009<br />
RM RM<br />
Staff ff f cost (RM) 6,439,518 106,941<br />
Number of employees at the end of the financial year 456 8<br />
31 RELAT AT A ED PARTY TRANSACTIONS<br />
Significant related party transactions during the financial year are as follows:-<br />
Group Company<br />
2010 2009 2010 2009<br />
RM RM RM RM<br />
Professional fee paid to<br />
a director<br />
Sales of latex concentrate<br />
to a related party, Latexx<br />
72,500 60,000 72,500 60,000<br />
Manufacturing Sdn. Bhd. 63,299,248 37,238,863 - -<br />
The recurring related party transactions (“RRPT”) with Latexx Manufacturing Sdn. Bhd. (“LMSB”)<br />
were in the ordinary course of business and on terms and conditions that the latex concentrate<br />
sold to LMSB, a related party, is 3% higher in selling price compared to those obtainable in<br />
transactions with unrelated parties. LMSB is granted a longer credit term of 60 to 90 days days.<br />
32 OPERAT AT A ING SEGMENTS<br />
Business Segments<br />
For management purposes, the Group is organised according to the nature of its business<br />
activities, and has 2 reportable operating segments as follows:<br />
a) Transportation services<br />
b) Investment holding and others<br />
Measurement of Reportable Segments<br />
Segmental information is prepared in conformity with the accounting policies adopted for<br />
preparing and presenting the consolidated financial statements.<br />
Transactions between reportable segments are measured on the basis that is similar to those<br />
external customers.<br />
Segment profit or loss is profit earned or loss incurred by each segment without allocation of<br />
central administrative cost, non-operating investment revenue, finance costs, and income tax<br />
expense.<br />
All the Group’s assets are allocated to reportable segments other than assets used centrally for the<br />
Group, current and deferred tax assets. Jointly incurred liabilities are allocated in proportion to the<br />
segment assets.<br />
ANNUAL REPORT 2010
NOTES TO THE FINANCIAL STATEMENTS<br />
Investment<br />
holding<br />
Elimination<br />
of inter-<br />
Total –<br />
Continuing<br />
61<br />
Trading<br />
(Discontinued<br />
operations) Total<br />
Transport rt r ation<br />
31 December 2010 serv rv r ices and others segment operations<br />
Revenue RM RM RM RM RM RM<br />
Group total 25,045,555 - - 25,045,555 63,299,249 88,344,804<br />
Inter-segment - - - - - -<br />
External 25,045,555 - - 25,045,555 63,299,249 88,344,804<br />
Segmental Results<br />
Segment profit or loss 7,818,941 (1,484,795) - 6,334,146 1,577,738 7,911,884<br />
Finance costs (2,155,140) (147,070) - (2,302,210) (340,285) (2,642,495)<br />
Income tax expense (986,017) (8,605) - (994,622) - (994,622)<br />
4,677,784 (1,640,470) - 3,037,314 1,237,453 4,274,767<br />
Other Information<br />
Segment assets 107,243,507 31,251,317 (39,400) 138,455,424 16,330,668 154,786,092<br />
Segment liabilities 92,342,639 1,137,422 (39,400) 93,440,661 11,134,768 104,575,429<br />
Investment<br />
holding<br />
Elimination<br />
of inter-<br />
Total –<br />
Continuing<br />
Trading<br />
(Discontinued<br />
operations) Total<br />
Transport rt r ation<br />
31 December 2009 serv rv r ices and others segment operations<br />
Revenue RM RM RM RM RM RM<br />
Group total - - - - 37,238,863 37,238,863<br />
Inter-segment - - - - - -<br />
External - - - - 37,238,863 37,238,863<br />
Segmental Results - -<br />
Segment profit or loss - (602,827) - (602,827) 757,253 154,426<br />
Finance costs - - - - (221,529) (221,529)<br />
Income tax expense - (960) - (960) - (960)<br />
- (603,787) - (603,787) 535,724 (68,063)<br />
Other Information<br />
Segment assets - 16,527,574 - 16,527,574 14,225,599 30,753,173<br />
Segment liabilities - 1,131,810 - 1,131,810 9,865,065 10,996,875<br />
33 MAT AT A ERIAL LITIGAT AT A ION<br />
A subsidiary company, Gunung Resources Sdn. Bhd. (“GRSB”) was served with a Summons<br />
and Statement of Claim on 19 September 2006 by Seal Polymer Industries Berhad (“SPI”) for<br />
allegedly failing to refund a sum of deposits of RM928,000 paid by SPI to GRSB together with<br />
interest pursuant to the Sales & Purchase Agreement dated 17 August 2004 for an intended<br />
purchase of one of GRSB’s leasehold properties that has lapsed.<br />
On 25 October 2007, the High Court in Taiping allowed SPI’s application for summary judgement<br />
for the refund of 10% deposit paid by SPI to GRSB together with interest/damages/costs.<br />
GRSB’s solicitors had filed an appeal to the Court of Appeal against the decision and application<br />
for stay of execution of the summary judgement on grounds that there appears to have triable<br />
issues.<br />
The Court of Appeal has ordered that a sum of RM928,000 to be deposited into a joint account<br />
with GRSB’s Solicitors until the outcome of the Appeal before the Court of Appeal. GRSB later<br />
succeeded in setting aside the summary judgement granted by the Taiping High Court on 14<br />
October 2007 and secured the release of the sum of RM928,000 in the Solicitors’ joint account to<br />
be released to GRSB together with accumulated interest.<br />
The case has been fixed for full hearing on 24 - 25 of February 2011 at the Taiping High Court.<br />
On 28 April 2011, the Taiping High Court has dismissed SPI’s case with costs and GRSB’s<br />
solicitors are in the midst of extracting the written judgement from the court.<br />
ANNUAL REPORT 2010<br />
|
| 62<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
34 CAPITAL MANAGEMENT<br />
The Group considers its capital to be comprised of its ordinary share capital, retained earnings<br />
and distributable reserves.<br />
The Group’s obj bj b ectives when managing its capital are to safeguard the Group’s ability to<br />
continue as a going concern and to maintain an optimal capital structure so as to maximise<br />
shareholders value. In order achieve this obj bj b ective, the Group seeks to balance risk and returns<br />
at an acceptable level and also to maintain a suff ff f icient funding base to enable the Group to meet<br />
its working capital and strategic needs. Where necessary, adjustments to the amount of<br />
dividends paid to shareholders or the issuance of new shares may be considered.<br />
There have been no significant changes to the Group’s capital management obj bj b ectives, policies<br />
and processes in the year nor has there been any change in what the Group consider to be its<br />
capital.<br />
35 SIGNIFICANT EVENTS AFTER THE FINANCIAL YEAR<br />
(a) Between 4 March 2011 to 23 March 2011, the Company increased its paid up share capital<br />
from RM40,283,200 to RM40,331,960 by allotment of 121,900 new ordinary shares of<br />
RM0.40 each at an issue price of RM0.40 per share arising from warrants exercised. The<br />
shares were issued for cash consideration for the purpose of working capital.<br />
(b) Between 8 April 2011 to 20 April 2011, the Company announced that it proposes to acquire<br />
49% equity stake in GPB Corporation Sdn. Bhd. (“GPB”), representing 2,450,000 ordinary<br />
shares of RM1.00 each in GPB for a total purchase consideration of RM14,690,000 to be<br />
fully satisfied by cash. This will increase the Company’s equity holding in GPB to 100%.<br />
36 SUPPLEMENTARY INFORMAT AT A ION ON THE BREAKDOWN OF REALISED AND<br />
UNREALISED PROFITS OR LOSSES<br />
The breakdown of the retained earnings/(accumulated losses) of the Group and of the Company<br />
as at 31 December, 2010, into realised and unrealised profits/(losses) is presented in<br />
accordance with the directive issued by the Bursa Malaysia Securities Berhad dated 25 March<br />
2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of<br />
Realised and Unrealised Profit and Losses in the Context of Disclosure Pursuant to Bursa<br />
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of<br />
Accountants, is as follows:<br />
The The<br />
Group Company<br />
RM RM<br />
Total retained profits/(accumulated losses):-<br />
- realised 3,550,743 (2,465,645)<br />
- unrealised<br />
(in respect of deferred tax recognised in<br />
the statement of comprehensive income/<br />
fair value gain on financial assets)<br />
(2,035,730) -<br />
Total retained profits/(accumulated losses) 1,515,013 (2,465,645)<br />
ANNUAL REPORT 2010
LIST OF PROPERTIES<br />
Particulars of Group Properties as at 31/12/2010<br />
Location<br />
GUNUNG RESOURCES SDN BHD<br />
Description/<br />
Existing Use<br />
Tenure<br />
Land<br />
Area<br />
Approximate<br />
Age of<br />
Building<br />
63<br />
Net Book<br />
Value as at<br />
31/12/2010<br />
ANNUAL REPORT 2010<br />
|<br />
Date of Last<br />
Revaluation<br />
Lot 5911 Factory cum 99 years 6.720 15 years 6,101,339 2004<br />
Mukim of Asam Kumbang Office lease expiring acres<br />
District of Larut and Matang 21 July 2069<br />
Perak Darul Ridzuan<br />
,<br />
Lot 19789 Industrial 99 years 24,282 N/A 1,845,985 2004<br />
Mukim of Asam Kumbang Land lease expiring m2<br />
District of Larut and Matang 9 May 2095<br />
Perak Darul Ridzuan<br />
Lot PTB 2970 Shop House Freehold 1,604 21 years 266,600 1995<br />
Town of Taiping sq ft<br />
District of Larut and Matang<br />
Perak Darul Ridzuan<br />
GUNUNG LAND SDN BHD<br />
Kamunting Industrial Estate<br />
Perak Darul Ridzuan<br />
(Lot no. is not available as title has<br />
not been issued)<br />
GUNUNG BIOFUEL SDN BHD<br />
Industrial<br />
Land<br />
Title has not<br />
been issued<br />
140,394<br />
sq ft<br />
N/A 751,629 1995<br />
Lot Nos. 1547, 1548, 1121, 1122, Agricultural Freehold 25.79 N/A 3,903,331 2003<br />
1123, 1126 and 1127 Land acres<br />
Mukim of Jebong<br />
District of Larut and Matang<br />
Perak Darul Ridzuan
| 64<br />
ANALYSIS OF SHAREHOLDINGS<br />
ANALYSIS OF SHAREHOLDINGS AS AT 4 MAY 2011<br />
Authorised Share Capital : RM100,000,000 divided into 250,000,000 Ordinary<br />
Shares of RM0.40 each<br />
Issued and Paid-up Share Capital : RM40,341,960 divided into 100,854,900 Ordinary<br />
Shares of RM0.40 each<br />
Class of Securities : Ordinary Shares of RM0.40 each<br />
Voting Rights : One vote for every Ordinary Share<br />
No. of Shareholders : 3,021<br />
DISTRIBUTION OF SHAREHOLDINGS<br />
Size of<br />
No. of<br />
No. of<br />
Shareholdings<br />
Shareholders<br />
%<br />
Shares<br />
%<br />
Less than 100 326 10.79 10,577 0.01<br />
100 to 1,000 706 23.37 664,659 0.66<br />
1,001 to 10,000 1,428 47.27 6,781,801 6.72<br />
10,001 to 100,000 467 15.46 15,509,395 15.38<br />
100,001 to less than<br />
5% of issued shares<br />
91 3.01 39,063,140 38.73<br />
5% and above of<br />
issued shares<br />
3 0.10 38,825,328 38.50<br />
Total 3,021 100.00 100,854,900 100.00<br />
LIST OF THIRTY LARGEST SHAREHOLDERS<br />
Name of Shareholders No. of Shares %<br />
1. SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL 16,746,570 16.60<br />
2. ERAYEAR EQUITY SDN BHD 16,696,258 16.55<br />
3. SJ SEC NOMINEES (TEMPATAN) SDN BHD<br />
5,382,500 5.34<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL (SMT)<br />
4. A.A. ANTHONY NOMINEES TEMPATAN) SDN BHD<br />
4,375,400 4.34<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
TEONG LIAN AIK<br />
5. TAN CHAI CHEK 3,143,000 3.12<br />
6. AASIA-EAST CAPITAL SDN BHD 2,371,700 2.35<br />
7. ROHAYU BINTI YAACOB 2,022,100 2.00<br />
8. LEDANG UNGGUL SDN BHD 2,004,500 1.99<br />
9. SUHAIMI BIN ISMAIL 1,365,200 1.35<br />
10. KENANGA NOMINEES (TEMPATAN)SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TOO<br />
BOON SIONG<br />
940,000 0.93<br />
11. ROSLAINI BINTI KADIR 900,000 0.89<br />
12. SEW KEE LANG @ SEOW KHEE CHIN 877,200 0.87<br />
13. SJ SEC NOMINEES (TEMPATAN)SDN BHD<br />
850,900 0.84<br />
14.<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
KAMARUDDIN @ MAMAT BIN ENDUT (SMT)<br />
LAM SANG 742,300 0.74<br />
15. CIMSEC NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : CI<strong>MB</strong> BANK FOR BONG LEE MIN (MK0082)<br />
586,100 0.58<br />
16. NORSHAKIMA BINTI NANYAN 568,000 0.56<br />
17. BEST TIME VENTURE SDN. BHD. 565,300 0.56<br />
18. OOI GENE HOCK 562,000 0.56<br />
19. SEW KEE LANG @ SEOW KHEE CHIN 500,000 0.50<br />
20. TAN SIEW SIONG 480,000 0.48<br />
21. ROHANA BINTI RAHMAT 462,000 0.46<br />
22. HLB NOMINEES (TEMPATAN) SDN BHD<br />
460,000 0.46<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
MAH SIEW SEONG<br />
ANNUAL REPORT 2010
ANALYSIS OF SHAREHOLDINGS<br />
23. ZURIFAH BINTI ZUHAIRON 443,800 0.44<br />
24. TA T N OMINEES (TEMPAT AT ATA TAN) SDN BHD<br />
BENEFICIARY RY R : PLEDGED SECURITIES ACCOUNT FOR HARBAJAN<br />
KA K UR A/ A P SADHU SINGH<br />
440,000 0.44<br />
25. BEH CHONG THEOW 439,000 0.44<br />
26. TEE KOK SENG 419,840 0.42<br />
27. JOHAIRI BIN YA Y KOB 400,000 0.40<br />
28. OOI PEY WONG 400,000 0.40<br />
29. SUBRA RA R MANIAM A/ A L KA K RUPPIAH 400,00 0 0.40<br />
30. OOI HOCK LA L I 350,000 0.35<br />
SUBSTA TA T NTIAL SHAREHOLDERS AS AT A 4 MAY AY A 2011 (EXCLUDING BARE TRUSTEES)<br />
Name of Shareholders Direct % Indirect %<br />
No. of Shares<br />
No. of Shares<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
22,129,070 21.94<br />
- -<br />
Erayear Equity Sdn Bhd 16,696,258 16.55 - -<br />
Low Bok Tek - - 16,696,258 * 16.55<br />
* Deemed to have an interest in the shares by virtue of Section 6A of the Companies Act, 1965<br />
DIRECTORS’ SHAREHOLDING AS AT A 4 MAY AY A 2011<br />
Name Direct % Indirect %<br />
No. of Shares<br />
No. of Shares<br />
Low Bok Tek - - 16,696,258 # 16.55<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
22,129,070 21.94 - -<br />
Malik Parvez Ahmad bin Nazir Ahmad - - - -<br />
Peter Wong Hoy Kim - - - -<br />
Tang Yuet Mun - - - -<br />
Datuk Ahmad Shalimin bin Ahmad Shaff ff f ie - - - -<br />
# Deemed to have an interest in the shares by virtue of Section 6A of the Companies Act, 1965<br />
By virtue of his interest in the shares of the Company, Mr. Low Bok Tek is deemed interested in the<br />
shares of all the subsidiaries of the Company to the extent that the Company has an interest.<br />
65<br />
ANNUAL REPORT 2010<br />
|
| 66<br />
ANALYSIS OF WARRANTHOLDINGS<br />
ANALYSIS OF WARRANTHOLDINGS 2003/2013<br />
AS AT 4 MAY 2011<br />
Class of Securities : Warrants 2003/2013<br />
No. of Warrants Issued : 22,231,177<br />
Exercise Price of Warrants : RM0.40<br />
Exercise Period of Warrants : From 13 October 2003 to 13 October 2013<br />
Expiry Date of Warrants : 13 October 2013<br />
Voting Rights : One vote for every Warrant in respect of a meeting<br />
of Warrantholders<br />
No. of Warrantholders : 1,089<br />
DISTRIBUTION OF WARRANTHOLDINGS 2003/2013<br />
Size of Warrant<br />
No. of<br />
Warrant<br />
No. of<br />
Holdings<br />
holders<br />
%<br />
Warrants<br />
%<br />
Less than 100 216 19.83 5,067 0.02<br />
100 to 1,000 119 10.93 33,562 0.15<br />
1,001 to 10,000 492 45.18 1,668,668 7.51<br />
10,001 to 100,000 225 20.66 7,177,089 32.28<br />
100,001 to less than<br />
36 3.31 11,479,359 51.64<br />
5% of issued warrants<br />
5% and above of<br />
issued warrants<br />
1 0.09 1,867,432 8.40<br />
Total 1,089 100.00 22,231,177 100.00<br />
LIST OF THIRTY LARGEST REGISTERED WARRANTHOLDERS 2003/2013<br />
Name of Warrant Holders No. of Warrants %<br />
1. ZAINORAZUA BINTI ZAINUN 1,867,432 8.40<br />
2. IBRAHIM BIN HAMZAH 1,107,000 4.98<br />
3. AASIA-EAST CAPITAL SDN BHD 1,035,200 4.66<br />
4. ROSLAINI BINTI KADIR 829,000 3.73<br />
5. DB (MALAYSIA) NOMINEE (ASING)SDN BHD<br />
BENEFICIARY : DEUTSCHE BANK AG LONDON FOR RAB-<br />
NORTHWEST FUND LIMITED<br />
755,516 3.40<br />
6. ONG DEE JEAN 600,000 2.70<br />
7. HLG NOMINEE (TEMPATAN) SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
IBRAHIM BIN HAMZAH<br />
596,500 2.68<br />
8. JOHAIRI BIN YAKOB 491,000 2.21<br />
9. ROHAYU BINTI YAACOB 447,313 2.01<br />
10. HDM NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR TAN<br />
SIEW SIONG (M03)<br />
434,100 1.95<br />
11. ONG DEE ANN 400,000 1.80<br />
12. DB (MALAYSIA) NOMINEE (ASING)SDN BHD<br />
BENEFICIARY : DEUTSCHE BANK AG LONDON FOR RAB-<br />
377,968 1.70<br />
NORTHWEST CHINA OPPORTUNITIES FUND LIMITED<br />
13. OOI HOCK LAI 315,000 1.42<br />
14. PUBLIC NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR OOI<br />
HOCK LAI (E-SPG)<br />
284,400 1.28<br />
15. SUHAIMI BIN ISMAIL 280,184 1.26<br />
16. SJ SEC NOMINEES (TEMPATAN) SDN BHD<br />
269,100 1.21<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL (SMT)<br />
ANNUAL REPORT 2010
ANALYSIS OF WARRANTHOLDINGS<br />
17. HLG NOMINEE (TEMPATAN) SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR KOO<br />
JON MEAN @ KOH JON MEAN<br />
220,592 0.99<br />
18. PHANG LI KOON 210,138 0.95<br />
19. NG KOK POW 209,200 0.94<br />
20. CHIN BOON MENG 208,200 0.94<br />
21. TAN SIEW SIONG 206,000 0.93<br />
22. TEE KOK SENG 199,625 0.90<br />
23. SIM CHEW 195,000 0.88<br />
24. LEONG YOOT NGOH 187,000 0.84<br />
25. BT CAPITAL SDN BHD 173,995 0.78<br />
26. SJ SEC NOMINEES (TEMPATAN)SDN BHD<br />
150,900 0.68<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
CHUA GEOK LEE (SMT)<br />
27. KHOR KIN SEONG 140,092 0.63<br />
28. TAY HENG PING 140,000 0.63<br />
29. CIMSEC NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : CI<strong>MB</strong> BANK FOR TEH SWEE HENG<br />
(MM1118)<br />
126,000 0.57<br />
30. CHIANG SWEE KHENG 123,280 0.55<br />
DIRECTORS’ WARRANTHOLDING 2003/2013 AS AT 4 MAY 2011<br />
Name Direct % Indirect %<br />
No. of Warrant<br />
No. of Warrant<br />
Low Bok Tek - - 173,995 # 0.78<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
269,100 1.21 - -<br />
Malik Parvez Ahmad bin Nazir Ahmad - - - -<br />
Peter Wong Hoy Kim - - - -<br />
Tang Yuet Mun - - - -<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie - - - -<br />
# Deemed to have an interest in the warrants by virtue of Section 6A of the Companies Act, 1965<br />
67<br />
ANNUAL REPORT 2010<br />
|
| 68<br />
ANALYSIS OF WARRANTHOLDINGS<br />
ANALYSIS OF WARRA RA R NTHOLDINGS 2010/2020<br />
AS AT A 4 MAY AY A 2011<br />
Class of Securities : Warrants 2010/2020<br />
No. of Warrants Issued : 25,177,000<br />
Exercise Price of Warrants : RM0.50<br />
Exercise Period of Warrants : From 5 October 2010 to 4 October 2020<br />
Expiry Date of Warrants : 4 October 2020<br />
Voting Rights : One vote fo f r every Warrant in respect of a meeting<br />
of Warrantholders<br />
No. of Warrantholders : 607<br />
DISTRIBUTION OF WARRA RA R NTHOLDINGS 2010/2020<br />
Size of Warrant<br />
No. of<br />
Warrant<br />
No. of<br />
Holdings<br />
holders %<br />
Warrants %<br />
Less than 100 21 3.46 843 0.00<br />
100 to 1,000 107 17.63 81.923 0.33<br />
1,001 to 10,000 280 46.13 1,282,898 5.10<br />
10,001 to 100,000 167 27.51 6,422,226 25.51<br />
100,001 to less than<br />
5% of issued warrants<br />
30 4.94 9,075,310 36.05<br />
5% and above of<br />
issued warrants<br />
2 0.33 8,313,800 33.02<br />
Total 607 100.00 25,177,000 100.00<br />
LIST OF THIRT RT RTY TY LARGEST REGISTERED WARRA RA R NTHOLDERS 2010/2020<br />
Name of Warrant Holders No. of Warrants %<br />
1. ERA RA RAY AYEAR EQUITY TY T SDN. BHD. 6,799,565 27.01<br />
2. SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL 1,514,235 6.01<br />
3. ROHAY AY A U BINTI YA YAA AACOB 1,112,450 4.42<br />
4. AA A SIA-EAST CAPITA TA T L SDN BHD 1,027,400 4.08<br />
5. TA T N CHAI CHEK 965,650 3.84<br />
6. WEE PEI SEE 700,000 2.78<br />
7. SJ SEC NOMINEES (TEMPAT AT ATA TAN) SDN BHD<br />
BENEFICIARY RY R : PLEDGED SECURITIES ACCOUNT FOR<br />
SYED ABU HUSSIN BIN HAFIZ SYED ABDUL FASAL (SMT)<br />
430,000 1.71<br />
8. CHOO KIM LIN 402,600 1.60<br />
9. SUHAIMI BIN ISMAIL 392,550 1.56<br />
10. BEH CHONG THEOW 369,750 1.47<br />
11. OOI WENG HOOI 365,800 1.45<br />
12. NORSHAKIMA BINTI NANYAN 322,500 1.28<br />
13. NG KOK POW 251,000 1.00<br />
14. ONG SZE TA T NG 220,900 0.88<br />
15. WONG HEN SANG 180,000 0.71<br />
16. MAY AY A BAN SECURITIES NOMINEES TEMPATA TA T N) SDN BHD<br />
BENEFICIARY RY R : PLEDGED SECURITIES ACCOUNT FOR LIM<br />
SOO TIEN (R25-MARGIN)<br />
170,000 0.68<br />
17. PUBLIC NOMINEES (TEMPATA TA T N) SDN BHD<br />
BENEFICIARY RY R : PLEDGED SECURITIES ACCOUNT FOR<br />
YONG WAN KEONG (E-TCS)<br />
160,000 0.64<br />
18. TA T N BEE ONG @ TA T N BEE HOON 158,000 0.63<br />
19. TA T NOMINEES (TEMPAT AT ATA TAN) SDN BHD<br />
BENEFICIARY RY R : PLEDGED SECURITIES ACCOUNT FOR TEH<br />
SEE YONG<br />
150,000 0.60<br />
20. TEH SEE YONG 150,000 0.60<br />
ANNUAL REPORT 2010
ANALYSIS OF WARRANTHOLDINGS<br />
21. TAN SOH HAR 146,400 0.58<br />
22. NG HIAP LAI 145,000 0.58<br />
23. OOI GENE HOCK 140,500 0.56<br />
24. GEORGE LEE SANG KIAN 137,200 0.54<br />
25. RIDZUAN HAZIMIN BIN RAMLI 135,000 0.54<br />
26. BONG LEE MIN 130,000 0.52<br />
27. CIMSEC NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : CI<strong>MB</strong> BANK FOR TEH SWEE HENG<br />
(MM1118)<br />
128,400 0.51<br />
28. TA NOMINEES (TEMPATAN) SDN BHD<br />
BENEFICIARY : PLEDGED SECURITIES ACCOUNT FOR<br />
HARBAJAN KAUR A/P SADHU SINGH<br />
125,000 0.50<br />
29. LAM SANG 121,250 0.48<br />
30. ROHANA BINTI RAHMAT 115,500 0.46<br />
DIRECTORS’ WARRANTHOLDING 2010/2020 AS AT 4 MAY 2011<br />
Name Direct % Indirect %<br />
No. of Warrant<br />
No. of Warrant<br />
Low Bok Tek - - 6,799,565 # 27.01<br />
Dato’ Syed Abu Hussin bin Hafiz Syed<br />
Abdul Fasal<br />
1,944,235 7.72 - -<br />
Malik Parvez Ahmad bin Nazir Ahmad - - - -<br />
Peter Wong Hoy Kim - - - -<br />
Tang Yuet Mun - - - -<br />
Datuk Ahmad Shalimin bin Ahmad Shaffie - - - -<br />
# Deemed to have an interest in the warrants by virtue of Section 6A of the Companies Act, 1965<br />
69<br />
ANNUAL REPORT 2010<br />
|
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN that the Sixteenth (16 th ) Annual General Meeting of the Company will<br />
be held at Sapphire Room, SSL Traders Hotel, No. 43, Jalan Medan Perwira Satu, Medan Perwira,<br />
34600 Kamunting, Perak Darul Ridzuan on Saturday, 18 June 2011 at 11.00 a.m. for the following<br />
purposes:-<br />
AGENDA<br />
| 70<br />
As Ordinary Business<br />
1. To receive the Audited Financial Statements for the financial year ended 31<br />
December 2010 and the Reports of the Directors and Auditors thereon.<br />
2. To approve the payment of Directors’ Fees for the financial year ended 31<br />
December 2010.<br />
3. To re-elect Datuk Ahmad Shalimin bin Ahmad Shaffie who retires by rotation<br />
pursuant to Article 101 of the Company’s Articles of Association.<br />
4. To re-elect Tang Yuet Mun who retires by rotation pursuant to Article 101 of<br />
the Company’s Articles of Association.<br />
5. To re-elect Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal who retires by<br />
rotation pursuant to Article 108 of the Company’s Articles of Association.<br />
6. To re-appoint Messrs STYL Associates as Auditors of the Company and to<br />
authorise the Directors to fix their remuneration.<br />
As Special Business<br />
To consider and if thought fit, to pass the following resolution: -<br />
Ordinary Resolution<br />
6. Renewal of Authority to Issue Shares Pursuant to Section 132D of<br />
the Companies Act, 1965<br />
“That subject always to the Companies Act, 1965, Articles of Association of<br />
the Company and the approvals of the relevant government and/or<br />
regulatory authorities, the Directors be and are hereby empowered pursuant<br />
to Section 132D of the Companies Act, 1965 to issue new shares in the<br />
Company at any time, upon such terms and conditions and for such purposes<br />
as the Directors may, in their absolute discretion deem fit, provided that the<br />
aggregate number of new shares to be issued does not exceed 10% of the<br />
total issued share capital of the Company for the time being, and such<br />
authority shall continue to be in force until the conclusion of the next Annual<br />
General Meeting of the Company.”<br />
7. To transact any other business for which due notice has been given.<br />
(Resolution 1)<br />
(Resolution 2)<br />
(Resolution 3)<br />
(Resolution 4)<br />
(Resolution 5)<br />
(Resolution 6)<br />
(Resolution 7)<br />
By Order of the Board<br />
Jesslyn Ong Bee Fang (MAICSA 7020672)<br />
Perak Darul Ridzuan<br />
Eric Toh Chee Seong (LS 0005656)<br />
27 May 2011 Company Secretaries<br />
Notes:<br />
1. A member of the Company, eligible to attend and vote at the meeting, is entitled to appoint a proxy or proxies to vote in<br />
his/her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the<br />
Companies Act 1965 shall not apply to the Company.<br />
2. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he/she specifies the<br />
proportion of his/her shareholdings to be represented by each proxy. Where a member of the Company is an authorised<br />
nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in<br />
respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said<br />
securities account.<br />
3. The Form of Proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or, if<br />
the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.<br />
4. All Forms of Proxy must be deposited at the Company's Registered Office at Lot 5911, Jalan Perusahaan Satu, Kamunting<br />
Industrial Estate, 34600 Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for holding<br />
the meeting or at any adjournment thereof.<br />
ANNUAL REPORT 2010
NOTICE OF ANNUAL GENERAL MEETING<br />
Explanatory Notes on Special Business:<br />
Ordinary Resolution 7- Renewal of Authority to Issue Shares Pursuant To Section 132D of the Companies Act, 1965<br />
The existing general mandate for the authority to issue shares pursuant to Section 132D of the Companies Act, 1965 was<br />
approved by the shareholders of the Company at the 15th Annual General Meeting held on 18 June 2010. The Company did<br />
not issue any new shares pursuant to this general mandate as at the date of this notice.<br />
The proposed Ordinary Resolution 7 is a renewal to the general mandate for the authority to issue shares pursuant to Section<br />
132D of the Companies Act, 1965. This resolution if passed, will give the Directors of the Company authority to issue shares<br />
for such purposes as the Directors in their absolute discretion consider to be in the interest of the Company, without having<br />
to convene a general meeting. This authority unless revoked or varied at a general meeting, will expire at the conclusion of<br />
the next Annual General Meeting of the Company.<br />
The authority will provide exibility to the Company for any possible fund raising activities, including but not limited to<br />
further placing of shares, for purpose of funding future investment project(s), working capital and/or acquisition.<br />
71<br />
ANNUAL REPORT 2010<br />
|
| 72<br />
STATEMENT ACCOMPANYING NOTICE OF<br />
ANNUAL GENERAL MEETING<br />
Directors who are standing for re-election at the Sixteenth (16th) Annual General Meeting of Gunung Capital Berhad<br />
are as follows:<br />
(i) Datuk Ahmad Shalimin bin Ahmad Shaffie (Article 101 of the Company’s Articles of Association)<br />
(ii) Tang Yuet Mun (Article 101 of the Company’s Articles of Association)<br />
(iii) Dato’ Syed Abu Hussin bin Hafiz Syed Abdul Fasal (Article 108 of the Company’s Articles of Association)<br />
Pursuant to paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, the<br />
details of the above Directors who are seeking re-election are set out in their respective profiles which appear in the<br />
Profile of Directors on pages 5 to 7 of this Annual Report.<br />
The details of the Directors’ securities holdings in the Company are set out in the Analysis of Shareholdings and<br />
Warrantholdings which appears on pages 66 to 71 of this Annual Report.<br />
ANNUAL REPORT 2010
FORM OF PROXY<br />
I/We, _________________________________________________________________________________________________<br />
(Full Name In Block Letters)<br />
of ___________________________________________________________________________________________________<br />
(Address)<br />
being a member/members of GUNUNG CAPITAL BERHAD hereby appoint _________________________________________<br />
______________________________________________________________________________________________________<br />
(Full Name In Block Letters)<br />
of ___________________________________________________________________________________________________<br />
(Address)<br />
or failing him/her _______________________________________________________________________________________<br />
(Full Name In Block Letters)<br />
of ___________________________________________________________________________________________________<br />
(Address)<br />
or failing him/her, the Chairman of the meeting, as my/our proxy, to vote for me/us on my/our behalf at the 16th Annual<br />
General Meeting of the Company to be held at Sapphire Room, SSL Traders Hotel, No. 43, Jalan Medan Perwira Satu, Medan<br />
Perwira, 34600 Kamunting, Perak Darul Ridzuan on Saturday, 18 June 2011 at 11.00 a.m. and at any adjournment thereof in<br />
the manner indicated below.<br />
Resolution 1 To receive the Audited Financial Statement for the<br />
financial year ended 31 December 2010 and the Report of<br />
the Directors and Auditors thereon<br />
Resolution 2 To approve the payment of Directors’ Fees<br />
Resolution 3 To re-elect Datuk Ahmad Shalimin bin Ahmad Shaffie<br />
Resolution 4 To re-elect Tang Yuet Mun<br />
Resolution 5 To re-elect Dato’ Syed Abu Hussin bin Hafiz Syed Abdul<br />
Fasal<br />
Resolution 6 To re-appoint Messrs STYL Associates as Auditors of the<br />
Company<br />
Resolution 7 Renewal of Authority to issue shares pursuant to Section<br />
132D of the Companies Act, 1965<br />
73<br />
For Against<br />
(Please indicate with an ‘X’ in the spaces provided how you wish your vote to be cast. In the absence of specic directions,<br />
your proxy may vote or abstain from voting at his/her discretion)<br />
Signed this day of 2011<br />
___________________________________<br />
Signature of Shareholder<br />
No. of Shares held<br />
Notes:-<br />
1. A member of the Company, eligible to attend and vote at the meeting, is entitled to appoint a proxy or proxies to vote<br />
in his/her stead. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the<br />
Companies Act 1965 shall not apply to the Company.<br />
2. Where a member appoints two or more proxies, the appointment shall be invalid unless he/she species the proportion<br />
of his/her shareholdings to be represented by each proxy. Where a member of the Company is an authorised nominee<br />
as dened under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one proxy in respect of<br />
each securities account it holds with ordinary shares of the Company standing to the credit of the said securities<br />
account.<br />
3. The Form of Proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or,<br />
if the appointor is a corporation, either under its common seal or under the hand of an ocer or attorney duly authorised.<br />
4. All Forms of Proxy must be deposited at the Company's Registered Oce at Lot 5911, Jalan Perusahaan Satu, Kamunting<br />
Industrial Estate, 34600 Kamunting, Taiping, Perak Darul Ridzuan not less than 48 hours before the time set for<br />
holding the meeting or at any adjournment thereof.<br />
|<br />
ANNUAL REPORT 2010
FORM OF PROXY<br />
Please fold here<br />
Please fold here<br />
The Company Secretary<br />
GUNUNG CAPITAL BERHAD (330171-P)<br />
Lot 5911, Jalan Perusahaan Satu<br />
Kamunting Industrial Estate<br />
34600 Kamunting, Taiping<br />
Perak Darul Ridzuan<br />
Malaysia<br />
Affix<br />
Stamp<br />
Here