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Resilient<br />
andF cused<br />
2009 Annual Report
Vision<br />
To be The leading and<br />
The mosT innovaTive auTomoTive reTailer<br />
Mission<br />
To provide excellenT cusTomer service<br />
values<br />
i . C . l . i . p<br />
IntegrIty • Carry out one’s roles and<br />
responsibilities in an honest and sincere manner<br />
Customer FoCused • Create a positive experience for<br />
internal and external customers at all times<br />
core<br />
LearnIng organIsatIon • Encourage continuous learning<br />
and promote the exchange of knowledge within EON<br />
InnovatIon • Pursue new ideas to improve the<br />
quality of products and services offered<br />
PrIde • Possess a sense of belonging and<br />
achievement of being part of the EON family
Resilient<br />
andF cused<br />
The two aligned hands on the cover reflect EON’s<br />
determination to maintain a steady focus on our corporate<br />
<strong>vision</strong> and goals amidst the challenges of economic<br />
uncertainty. We are resolute to remain resilient and focused<br />
amidst the current challenging operating environment and<br />
will make every effort to ensure the sustainability of our<br />
businesses and strengthen our position as a leading<br />
multi-brand automotive retailer.
COrPOratE PrOfilE 003<br />
vEhiClEs distributEd by EON 004<br />
NOtiCE Of aNNual gENEral mEEtiNg 006<br />
statEmENt aCCOmPaNyiNg NOtiCE Of<br />
aNNual gENEral mEEtiNg 007<br />
fiNaNCial highlights 008<br />
fiNaNCial CalENdar 008<br />
fivE yEar grOuP fiNaNCial summary 009<br />
COrPOratE struCturE 010<br />
COrPOratE iNfOrmatiON 011<br />
bOard Of dirECtOrs’ PrOfilE 012<br />
sENiOr maNagEmENt 018<br />
mEssagE frOm thE ChairmaN 020<br />
maNagiNg dirECtOr’s<br />
rEviEw Of OPEratiONs 026<br />
statEmENt ON<br />
COrPOratE gOvErNaNCE 032<br />
statEmENt ON iNtErNal CONtrOl 039<br />
risk maNagEmENt 041<br />
rEPOrt Of thE<br />
bOard audit COmmittEE 042<br />
additiONal COmPliaNCE iNfOrmatiON 046<br />
statEmENt Of dirECtOrs’ rEsPONsibility<br />
fOr PrEPariNg thE fiNaNCial statEmENts 047<br />
statEmENt ON COrPOratE<br />
sOCial rEsPONsibility 048<br />
yEar 2008/2009 EvENts 050<br />
fiNaNCial statEmENts 053<br />
aNalysis Of sharEhOldiNg 099<br />
list Of thirty (30) largEst sharEhOldErs 101<br />
matErial PrOPErtiEs Of EON grOuP 102<br />
EON – braNChEs 104<br />
EurOmObil – braNChEs 106<br />
EON autO mart – braNChEs 107<br />
COrPOratE dirECtOry 108<br />
C ntents<br />
PrOxy fOrm •
corporaTe<br />
pr file<br />
drb-hiCOm bErhad, EON’s largEst stakEhOldEr is ONE Of malaysia’s<br />
lEadiNg COmPaNiEs listEd ON thE maiN bOard Of bursa<br />
malaysia sECuritiEs bErhad, PlayiNg aN iNtEgral<br />
rOlE iN thE NatiON’s rOad tO iNdustrialisatiON.<br />
drb–hiCOm is diversified yet focused, and have interests in key sectors of the<br />
economy mainly:-<br />
AutoMotiVe<br />
the group’s leadership within this sector is reflected as an<br />
integrated automotive company through niche segmentation<br />
and continued strategic alliances with renowned global<br />
names such as honda, mitsubishi, suzuki, isuzu and audi.<br />
drb–hiCOm continuously develop new products to<br />
penetrate new markets in the passenger, commercial<br />
and defence vehicle sectors and seek new alliances<br />
to strengthen our base further.<br />
serViCes<br />
the rapidly growing service-based industry represents<br />
new opportunities for drb–hiCOm. their interests<br />
amongst others include environmental management,<br />
vehicle inspection, airport ground handling, insurance<br />
and islamic banking and operation and maintenance of<br />
the tanjung bin power plant.<br />
property & infrAstruCture<br />
drb–hiCOm is extensively involved in retail, commercial and<br />
residential property development, engineering and infrastructure, and<br />
has made strong inroads in the construction sector.<br />
drB-HICom wILL ContInue to Look For oPPortunItIes tHat wILL<br />
BeneFIt tHe grouP and tHe Country.
vehicles<br />
distributed<br />
by eOn<br />
004 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report
005 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
www.eon.com.my
noTice of<br />
annual general<br />
meeting<br />
noTice is herebY given ThAT ThE<br />
TWENTy-FiFTh ANNuAl GENERAl<br />
MEETiNG (AGM) OF ThE COMpANy Will<br />
bE hEld AT ThE GlENMARiE bAllROOM,<br />
hOlidAy iNN GlENMARiE KuAlA<br />
luMpuR, NO. 1, JAlAN usAhAWAN<br />
u1/8, sEKsyEN u1, 40250 shAh AlAM,<br />
sElANGOR dARul EhsAN ON<br />
ThuRsdAy, 20 AuGusT 2009 AT 11.00 A.M.<br />
FOR ThE FOllOWiNG puRpOsEs:<br />
orDinAry Business<br />
1. to receive and adopt the audited financial statements for the<br />
financial year ended 31 march 2009 together with the reports<br />
of the directors and independent auditors thereon. (resolution 1)<br />
2. to approve the declaration of a final gross dividend of 2 sen<br />
per share less income tax at 25% for the financial year ended<br />
31 march 2009. (resolution 2)<br />
3. to re-elect the following directors who retire in accordance with<br />
the Company’s articles of association:<br />
under article 103<br />
(i) y bhg. datuk aziyah binti bahauddin (resolution 3)<br />
(ii) y bhg. datuk haji mohd khamil bin Jamil (resolution 4)<br />
under article 110<br />
(i) mr. Ooi teik huat (resolution 5)<br />
(ii) Encik lukman bin ibrahim (resolution 6)<br />
4. to consider and if thought fit, to pass the following Ordinary resolution<br />
in accordance with section 129 of the Companies act, 1965:<br />
“that y bhg tan sri saw huat lye, retiring pursuant to section<br />
129 of the Companies act, 1965, be and is hereby re-appointed<br />
as a director of the Company to hold office until the conclusion<br />
of the next agm.” (resolution 7)<br />
5. to approve the payment of directors’ fees amounting to<br />
rm515,858.00 for the financial year ended 31 march 2009.<br />
(resolution 8)<br />
6. to re-appoint messrs PricewaterhouseCoopers as auditors<br />
of the Company and to authorise the directors to fix their<br />
remuneration. (resolution 9)<br />
006 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
speCiAl Business<br />
to consider and if thought fit, to pass the following Ordinary resolution:<br />
7. Proposed shareholders’ mandate for recurrent related Party<br />
transactions Of a revenue or trading Nature (“rrPts”):<br />
“that subject always to the pro<strong>vision</strong>s of the Companies<br />
act, 1965 (“act”), the memorandum & articles of association<br />
of the Company, the listing requirements of bursa malaysia<br />
securities berhad (“bursa malaysia”), the regulations,<br />
guidelines and practice notes issued from time to time<br />
by bursa malaysia or any other regulatory authorities, the<br />
mandate approved for renewal by the shareholders of the<br />
Company on 27 august 2008 pursuant to paragraph 10.09<br />
of the listing requirements of bursa malaysia, authorising<br />
the Company and its subsidiaries (“EON group”) to enter<br />
into the rrPts as set out in section 2.1.1 of the Circular to<br />
shareholders dated 28 July 2009 (“Circular”) with the related<br />
parties mentioned therein which are necessary for the EON<br />
group’s day-to-day operations, be and is hereby renewed aNd<br />
that the scope of such renewed mandate be and is hereby<br />
extended to the rrPts with new related parties as set out in<br />
section 2.1.2 of the Circular (“Proposal”) provided that the<br />
transactions are in the ordinary course of business on an<br />
arm’s length basis and on normal commercial terms which<br />
are not more favourable to the related parties than those<br />
generally available to the public and are not detrimental to<br />
the minority shareholders of the Company.<br />
aNd that the authority conferred by such renewed mandate shall<br />
continue to be in force until:<br />
(a) the conclusion of the next agm of the Company following the<br />
forthcoming agm at which the Proposal is approved, at which<br />
time it will lapse, unless further renewed by a resolution passed<br />
at the next agm;<br />
(b) the expiration of the period within the next agm of the Company<br />
after the forthcoming agm is required to be held pursuant to<br />
section 143(1) of the act (but shall not extend to such extension<br />
as may be allowed pursuant to section 143(2) of the act); or<br />
(c) revoked or varied by ordinary resolution passed by the<br />
shareholders in a general meeting of the Company,<br />
whichever is the earlier;<br />
aNd that the directors of the Company or any one of them be and<br />
are hereby authorised to complete and do all such acts and things as<br />
they may consider expedient or necessary to give effect to the Proposal<br />
and the transactions authorized thereunder.” (resolution 10)
notiCe of DiViDenD pAyMent<br />
NOtiCE is hErEby givEN that the final gross dividend of 2 sen per<br />
share less income tax at 25% in respect of the financial year ended<br />
31 march 2009, if approved by the shareholders at the agm, will be<br />
paid on 15 september 2009 to the shareholders whose names appear<br />
in the record of depositors of the Company at the close of business<br />
on 10 september 2009.<br />
a depositor shall qualify for entitlement to the dividend only in respect of:<br />
(a) shares transferred into the depositor’s securities account before<br />
4.00 p.m. on 10 september 2009 in respect of transfers; and<br />
(b) shares bought on bursa malaysia securities berhad on a cumentitlement<br />
basis according to the rules of bursa malaysia<br />
securities berhad.<br />
by Order of the board<br />
CHan CHoy LIn (mia 3930)<br />
norZaLILI BIntI moHd yusoF (ls 0005569)<br />
Company secretaries<br />
shah alam, selangor darul Ehsan<br />
28 July 2009<br />
notes<br />
1. ProXy:<br />
(i) a member of the Company entitled to attend and vote at the<br />
meeting is entitled to appoint one or more proxies to attend and<br />
vote in his stead. a proxy need not be a member of the Company.<br />
(ii) the instrument appointing the proxy must be deposited at the<br />
Office of the registrars, shareworks sdn bhd, No. 10-1, Jalan sri<br />
hartamas 8, taman sri hartamas, 50480 kuala lumpur not less<br />
than 48 hours before the time appointed for holding the meeting.<br />
2. eXPLanatory notes on sPeCIaL BusIness:<br />
the effect of resolution 10 is to renew the mandate for the rrPts<br />
as set out in section 2.1.1 of the Circular to shareholders dated 28<br />
July 2009 with the related parties mentioned therein and to extend the<br />
scope of the mandate to apply to rrPts with new related parties as<br />
set out in section 2.1.2 of the Circular.<br />
007 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
sTaTemenT<br />
aCCOmpanying<br />
nOtiCe Of annual<br />
general meeting<br />
Pursuant to Paragraph 8.28 (2) of the Listing<br />
requirements of <strong>Bursa</strong> malaysia securities Berhad<br />
names of directors who are standing for re-election/<br />
re-appointment:<br />
under article 103 of the Company’s articles of association<br />
y bhg. datuk aziyah binti bahauddin<br />
y bhg. datuk haji mohd khamil bin Jamil<br />
under article 110 of the Company’s articles of association<br />
mr. Ooi teik huat<br />
Encik lukman bin ibrahim<br />
under section 129 of the Companies act, 1965<br />
y bhg. tan sri saw huat lye<br />
the details of the directors who are standing for re-election/<br />
re-appointment are set out in the directors’ profile from page<br />
12 to page 17 of the annual report.<br />
www.eon.com.my
financial<br />
highlights<br />
profitABility<br />
financial<br />
Calendar<br />
ended 31 march 2009<br />
008 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
group Company<br />
2008/2009 2007/2008 3 2008/2009 2007/2008 3<br />
rm'000 rm'000 rm'000 rm'000<br />
revenue 2,419,872 2,322,322 2,070,653 1,909,720<br />
Profit/(loss) from operations 1 23,285 70,694 45,348 63,033<br />
Profit/(loss) before taxation 31,928 116,127 45,209 70,522<br />
Profit/(loss) attributable to equity holders 25,679 105,364 33,495 54,096<br />
Key BAlAnCe sHeet DAtA<br />
total assets 818,143 1,189,754 660,626 1,019,810<br />
Cash and bank balances and deposits with financial institutions 119,899 383,519 107,545 372,770<br />
Paid-up capital 248,993 248,993 248,993 248,993<br />
Equity attributable to equity holders 617,434 879,771 479,205 734,517<br />
finAnCiAl rAtios<br />
return on average equity attributable to equity holders (%) 3.4 11.1 5.5 6.5<br />
return on average assets (%) 2.6 9.0 4.0 5.3<br />
sHAre inforMAtion<br />
basic earnings per share (sen) 10 42 13 22<br />
gross dividend per share (sen) 110 13.5 110 13.5<br />
dividend less taxation (rm'000) 267,668 24,874 267,668 24,874<br />
Net tangible assets per share (rm) 2.48 3.53 1.92 2.95<br />
Price to earnings ratio 2 (times) 5.67 4.25<br />
Price to book multiple 2 (times) 0.24 0.51<br />
share price<br />
– closing as at 31 march 0.59 1.80<br />
1 before finance cost, share of results of jointly controlled entities & associates, write back/(allowance) for impairment of investment in an associate.<br />
2 based on closing price as at 31 march.<br />
3 2007/2008 is for the 15 months period ended 31 march 2008.<br />
DiViDenDs<br />
sPeCIaL InterIm FInaL<br />
announcement<br />
date 30 June 2008 24 FeB 2009 26 may 2009<br />
Entitlement<br />
date 15 JuLy 2008 12 marCH 2009 10 sePt 2009<br />
Payment<br />
date 25 JuLy 2008 25 marCH 2009 15 sePt 2009
five Year<br />
grOup finanCial<br />
summary<br />
profitABility<br />
QuArterly AnnounCeMent of results<br />
1 st Quarter 27 aug 2008<br />
2 nd Quarter 24 nov 2008<br />
3 rd Quarter 24 FeB 2009<br />
4 th Quarter 26 may 2009<br />
009 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
2008/2009 2007/2008 4 2006 2005 2004<br />
rm'000 rm'000 rm'000 rm'000 rm'000<br />
revenue 2,419,872 2,322,322 1,834,885 3,094,103 3,901,173<br />
Profit/(loss) from operations 1 23,285 70,694 (20,768) 92,706 293,740<br />
Profit before taxation 31,928 116,127 4,464 101,833 294,569<br />
Profit attributable to equity holders 25,679 105,364 5,263 78,870 148,027<br />
Key BAlAnCe sHeet DAtA<br />
total assets 818,143 1,189,754 1,148,791 1,598,319 1,468,028<br />
Cash and bank balances and deposits with<br />
financial institutions 119,899 383,519 228,969 377,469 557,842<br />
Paid-up capital 248,993 248,993 248,993 248,993 248,993<br />
Equity attributable to equity holders 617,434 879,771 1,021,597 1,051,214 1,165,245<br />
finAnCiAl rAtios<br />
return on average equity attributable to equity holders (%) 3.4 11.1 0.5 7.1 8.6<br />
return on average assets (%) 2.6 9.0 0.4 5.1 0.9<br />
sHAre inforMAtion<br />
basic earnings per share (sen) 10 42 2 32 60<br />
gross dividend per share (sen) 110 13.5 137 23 200<br />
dividend less taxation 2 267,668 24,874 249,018 41,239 200,766<br />
Net tangible assets per share (rm) 2.48 3.53 4.10 4.22 4.68<br />
Price to earnings ratio 3 (times) 5.7 4.3 86.6 9.5 5.9<br />
Price to book multiple 3 (times) 0.2 0.5 0.4 0.7 0.8<br />
share price<br />
– closing as at 31 march/december 0.59 1.80 1.83 3.00 3.54<br />
1 before finance cost, share of results of jointly controlled entities & associates, write back/(allowance) for impairment of investment in associates and net gain on disposal<br />
of investments.<br />
2 Excluding dividend in specie of EON Capital berhad in 2004.<br />
3 based on closing price as at 31 march/31 december.<br />
4 2007/2008 is for the 15 months period ended 31 march 2008.<br />
significant events affecting results, assets, liabilities and equity:<br />
2004 - distribution of EON Capital berhad (ECb) shares to shareholders. accordingly, the results of ECb group were excluded from July 2004.<br />
GenerAl MeetinG<br />
20 aug 2009<br />
25 th annual general meeting<br />
www.eon.com.my
corporaTe<br />
struCture<br />
100%<br />
EON properties<br />
sdn bhd<br />
40%<br />
proton parts<br />
Centre sdn bhd<br />
100%<br />
Euromobil<br />
sdn bhd<br />
30%<br />
Johnson Controls<br />
Automotive holding<br />
(M) sdn bhd<br />
010 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
100%<br />
EONMObil<br />
sdn bhd<br />
36%<br />
hiCOM Megah<br />
sdn bhd<br />
100%<br />
EON Auto Mart<br />
sdn bhd<br />
100%<br />
Automotive Conversion<br />
Engineering sdn bhd<br />
40%<br />
sRT-EON security<br />
services sdn bhd<br />
48%<br />
Mitsubishi Motors<br />
<strong>Malaysia</strong> sdn bhd
OARd OF diRECTORs as at 30 June 2009<br />
y bhg. taN sri marzuki biN mOhd NOOr<br />
Chairman/independent Non-Executive director<br />
y bhg. datuk syEd hisham biN syEd wazir<br />
managing director<br />
y bhg. datuk haJi mOhd khamil biN Jamil<br />
Non-independent Non-Executive director<br />
ENCik lukmaN biN ibrahim<br />
Non-independent Non-Executive director<br />
ENCik Nik hamdam biN Nik hassaN<br />
Non-independent Non-Executive director<br />
CoMpAny seCretAries<br />
ms. Chan Choy lin<br />
Puan Norzalili binti mohd yusof<br />
tel : 03-2052 8136<br />
fax : 03-2052 8099<br />
HeAD offiCe<br />
EON head Office Complex<br />
No. 2, Persiaran kerjaya<br />
taman Perindustrian glenmarie<br />
seksyen u1, 40150 shah alam<br />
selangor darul Ehsan<br />
tel : 03-7711 2211<br />
fax : 03-7803 0009<br />
reGistereD offiCe<br />
level 5, wisma drb-hiCOm<br />
No. 2, Jalan usahawan u1/8<br />
seksyen u1, 40150 shah alam<br />
selangor darul Ehsan<br />
tel : 03-2052 8136<br />
fax : 03-2052 8099<br />
011 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
mr. kEizO ONO<br />
Non-independent Non-Executive director<br />
y bhg. datuk aziyah biNti bahauddiN<br />
Non-independent Non-Executive director<br />
y bhg. taN sri saw huat lyE<br />
senior independent Non-Executive director<br />
mr. OOi tEik huat<br />
independent Non-Executive director<br />
mr. riN NaN luN<br />
alternate director to mr. keizo Ono<br />
soliCitors<br />
anad & Noraini<br />
skrine & Co.<br />
corporaTe<br />
infOrmatiOn<br />
as at 30 June 2009<br />
BAnKers<br />
EON bank berhad<br />
malayan banking berhad<br />
Cimb bank berhad<br />
standard Chartered bank malaysia berhad<br />
AuDitors<br />
PricewaterhouseCoopers<br />
Chartered accountants<br />
level 10, 1 sentral<br />
Jalan travers<br />
kuala lumpur sentral<br />
50470 kuala lumpur<br />
tel : 03-2173 1188<br />
fax : 03-2173 1288<br />
reGistrAr<br />
shareworks sdn bhd<br />
No. 10-1, Jalan sri hartamas 8<br />
taman sri hartamas<br />
50480 kuala lumpur<br />
tel : 03-6201 1120<br />
fax : 03-6201 3121<br />
stoCK exCHAnGe listinG<br />
main board of<br />
bursa malaysia securities berhad<br />
(listed since 26 July 1990)<br />
stock Code: 4774<br />
inVestors relAtions<br />
tel : 03-2052 8136<br />
fax : 03-2052 8099<br />
weBsite<br />
www.eon.com.my<br />
www.eon.com.my
BoArD of<br />
direCtOrs’<br />
prOfile<br />
y BHG. tAn sri MArzuKi Bin MoHD noor<br />
Chairman / independent Non-Executive director<br />
012 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
y bhg. taN sri marzuki biN mOhd NOOr<br />
Age 61, <strong>Malaysia</strong>n<br />
ChAiRMAN / iNdEpENdENT NON-ExECuTivE diRECTOR<br />
y bhg tan sri marzuki was appointed as independent Non-Executive director<br />
on 2 June 2008 and is the Chairman of the Company effective 1 July 2008.<br />
he is also the Chairman of the Nomination and remuneration Committees.<br />
tan sri marzuki holds a b.a. (honours) from the university of malaya,<br />
malaysia. he commenced his career in the administrative and diplomatic<br />
service of malaysia in 1972 and retired from service in august 2006. from<br />
1972 to 1988, he served as second/first secretary to the Embassy of<br />
malaysia in rome, baghdad, assistant high Commissioner in Chennai, india,<br />
Commissioner in hong kong and later as minister-Counsellor/minister in<br />
brussels, belgium in 1988.<br />
in 1990, tan sri marzuki was appointed as deputy director general asEaN<br />
1, ministry of foreign affairs malaysia and later in 1992 as ambassador<br />
of malaysia to argentina with concurrent accreditation to Paraguay and<br />
uruguay. in 1996 he was appointed as high Commissioner of malaysia<br />
to india (concurrently accredited as ambassador to Nepal). he was also<br />
the ambassador of malaysia to Japan from 1999 to July 2006 before<br />
his retirement.<br />
tan sri marzuki also sits on the board of drb-hiCOm berhad, horsedale<br />
development berhad, hiCOm holdings berhad and several private<br />
limited companies.<br />
tan sri marzuki does not have any family relationship with any other<br />
director and/or major shareholder of EON and has no conflict of interest<br />
with the Company. he has no convictions for offences within the past<br />
ten years.<br />
tan sri marzuki attended four (4) out of four (4) board meetings of the<br />
Company held in the financial year ended 31 march 2009 following his<br />
appointment to the board on 2 June 2008.
y bhg. datuk syEd hisham biN syEd wazir<br />
Age 55, <strong>Malaysia</strong>n<br />
MANAGiNG diRECTOR<br />
y bhg datuk syed hisham was appointed as managing director of the<br />
Company on 12 may 2005.<br />
datuk syed hisham holds a master of business administration from Ohio<br />
state university, u.s.a. with beta gamma sigma accredition as well as a<br />
bsc in mechanical Engineering from Plymouth university, u.k.<br />
Prior to joining EON, datuk syed hisham has had vast exposure in the<br />
motor industry. he was the President/Chief Operating Officer of honda<br />
malaysia sdn bhd from 2003 to april 2005. he has also served drbhiCOm<br />
Export Corporations sdn bhd as general manager, international<br />
business from 1998 to 2000, director of Proton Cars (u.k.) Pte ltd from<br />
1997 to 1998 and general manager of Proton Corporations sdn bhd from<br />
1995 to 1998. Prior to this he was with PrOtON berhad since 1983.<br />
as the managing director, datuk syed hisham also serves on the boards<br />
of several companies within the EON group. he is currently a fellow<br />
of institute of the motor industry, u.k. and a Council member of the<br />
malaysian automotive association.<br />
datuk syed hisham does not have any family relationship with any other<br />
director and/or major shareholder of EON and has no conflict of interest<br />
with the Company. he has no convictions for offences within the past<br />
ten years.<br />
datuk syed hisham attended all the six (6) board meetings of the<br />
Company held in the financial year ended 31 march 2009.<br />
y BHG. DAtuK syeD HisHAM Bin syeD wAzir<br />
Managing director<br />
013 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
y bhg. datuk haJi mOhd khamil biN Jamil<br />
Age 53, <strong>Malaysia</strong>n<br />
NON-iNdEpENdENT NON-ExECuTivE diRECTOR<br />
y bhg datuk haji mohd khamil was appointed to the board on 18 October 2005.<br />
he is also a member of the Nomination and remuneration Committees.<br />
datuk haji mohd khamil holds a bachelor of laws (honours) degree from<br />
university of london and is a barrister-at-law (honours) at the gray’s<br />
inn, England and was called to the English bar in 1983.<br />
datuk haji mohd khamil had his first executive career with bank<br />
bumiputra malaysia berhad from august 1980 until december 1989. he<br />
was called to the malaysian bar in september 1990 and was a practicing<br />
partner of several legal firms before venturing into business in 2001.<br />
datuk haji mohd khamil is the group managing director of drb-hiCOm berhad<br />
and sits on the boards of several companies within drb-hiCOm group, bank<br />
muamalat malaysia berhad and several private limited companies.<br />
datuk haji mohd khamil is a director and has 10% shareholding in Etika<br />
strategi sdn bhd, being the ultimate holding company of EON.<br />
datuk haji mohd khamil does not have any family relationship with any<br />
other director and/or major shareholder of EON and has no conflict of<br />
interest with the company. he has no convictions for offences within the<br />
past ten (10) years.<br />
datuk haji mohd khamil attended all the six (6) board meetings of the<br />
Company held in the financial year ended 31 march 2009.<br />
y BHG. DAtuK HAji MoHD KHAMil Bin jAMil<br />
Non-independent Non-Executive director<br />
www.eon.com.my
BoArD of<br />
direCtOrs’<br />
prOfile (cont’d.)<br />
enCiK luKMAn Bin iBrAHiM<br />
Non-independent Non-Executive director<br />
014 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
ENCik lukmaN biN ibrahim<br />
Age 43, <strong>Malaysia</strong>n<br />
NON-iNdEpENdENT NON-ExECuTivE diRECTOR<br />
Encik lukman was appointed to the board on 1 June 2009. he is also<br />
a member of the audit Committee.<br />
Encik lukman holds a bachelor of business administration (bba)<br />
magna Cum laude (majoring in accounting & finance) and master of<br />
business administration from temple university, Philadelphia, usa. he<br />
is a fellow of association of Chartered Certified accountants (aCCa),<br />
member Chatered accountant malaysia (aCm) and Certified Public<br />
accountant (CPa).<br />
Encik lukman started his career in automotive Corporation (malaysia)<br />
sdn bhd as head of reconciliation in 1990. in 1991, he joined PrOtON<br />
berhad as assistant manager, Costing section of accounting department.<br />
between 1993 to1995, Encik lukman was seconded to PrOtON Parts<br />
Center sdn bhd as manager, finance and administration department<br />
and later in 1995, he was seconded to PhN industry sdn bhd. in PhN<br />
industry sdn bhd, Encik lukman held various capacities with the latest<br />
appointment being the managing director until November 2008. he is<br />
currently the group Chief financial Officer of drb-hiCOm berhad.<br />
Encik lukman does not have any family relationship with any other<br />
director and/or major shareholder of EON and has no conflict of interest<br />
with the Company. he has no convictions for offences within the past<br />
ten (10) years.<br />
Encik lukman has not attended any board meeting of the Company for<br />
the financial year ended 31 march 2009 as he was appointed to the<br />
board on 1 June 2009.
ENCik Nik hamdam biN Nik hassaN<br />
Age 48, <strong>Malaysia</strong>n<br />
NON-iNdEpENdENT NON-ExECuTivE diRECTOR<br />
Encik Nik hamdam was appointed to the board on 2 June 2008.<br />
Encik Nik hamdam holds an advanced diploma in business administration<br />
from the institute of technology mara, malaysia and a master of science,<br />
business administration from the university of wales, institute of science<br />
and technology Cardiff, wales, united kingdom.<br />
Encik Nik hamdam started his career in drb-hiCOm group with the<br />
Corporate Planning di<strong>vision</strong> in 1985. thereafter, he was seconded to<br />
Perusahaan Otomobil Nasional berhad (PrOtON). in 1996, he was<br />
appointed as deputy general manager at PrOtON Export’s arm, PrOtON<br />
Corporation sdn bhd. in 1998, he held the position of deputy general<br />
manager, Planning & business development at drb-hiCOm Export<br />
Corporation sdn bhd. in October 2000, he was appointed as deputy<br />
general manager, sales & distribution to hONda malaysia sdn bhd and<br />
promoted to general manager in 2003. Prior to his current position, he<br />
was the President/Chief Operating Officer of hONda malaysia sdn bhd<br />
from 2005 until 2006. he is currently the head of automotive distribution<br />
of drb-hiCOm berhad.<br />
Encik Nik hamdam does not have any family relationship with any other<br />
director and/or major shareholder of EON and has no conflict of interest<br />
with the Company. he has no convictions for offences within the past<br />
ten (10) years.<br />
Encik Nik hamdam attended four (4) out of four (4) board meetings of<br />
the Company held in the financial year ended 31 march 2009 following<br />
his appointment to the board on 2 June 2008.<br />
enCiK niK HAMDAM Bin niK HAssAn<br />
Non-independent Non-Executive director<br />
015 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
mr. kEizO ONO<br />
Age 60, Japanese<br />
NON-iNdEpENdENT NON-ExECuTivE diRECTOR<br />
mr. keizo Ono was appointed to the board on 7 January 2008.<br />
mr. Ono graduated from hitotsubashi university, tokyo in march 1972<br />
with a degree in Commercial science.<br />
mr. Ono joined mitsubishi Corporation in 1972 and was assigned to<br />
indonesia as an adviser in Pt. staco tiga berlian finance from January<br />
1992 until february 1997. in march 1997 mr. Ono resumed office in<br />
mitsubishi Corporation where he was appointed the leader of domestic<br />
team of motor vehicle di<strong>vision</strong> in tokyo. later, he was appointed the<br />
President director of Pt. dipo star finance in indonesia from July 1999<br />
to september 2007.<br />
mr. Ono is currently the Chief Executive Officer of mitsubishi motors<br />
malaysia sdn bhd.<br />
mr. Ono does not have any family relationship with any other director<br />
and/or major shareholder of EON and has no conflict of interest with<br />
the Company. he has no convictions for offences within the past ten<br />
(10) years.<br />
mr. Ono attended all the six (6) board meetings of the Company held<br />
in the financial year ended 31 march 2009.<br />
Mr. Keizo ono<br />
Non-independent Non-Executive director<br />
www.eon.com.my
BoArD of<br />
direCtOrs’<br />
prOfile (cont’d.)<br />
Ms. Chan Choy lin<br />
puan norzalili binti Mohd yusof<br />
Company secretaries<br />
016 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
y bhg datuk aziyah biNti bahauddiN<br />
Age 59, <strong>Malaysia</strong>n<br />
NON-iNdEpENdENT NON-ExECuTivE diRECTOR<br />
y bhg datuk aziyah was appointed to the board on 30 January 2004.<br />
datuk aziyah holds a bachelor of arts degree in Economics from<br />
university of malaya. datuk aziyah began her career in the civil service<br />
in 1974. she has been in the ministry of finance since service except<br />
for five years in the government Procurement management di<strong>vision</strong>, the<br />
rest of her career has been with the tax analysis di<strong>vision</strong>.<br />
Currently, she is the under secretary, tax analysis di<strong>vision</strong>, ministry<br />
of finance. datuk aziyah also sits on the boards of malaysia thailand<br />
Joint authority, malaysian industrial development authority (mida),<br />
inland revenue board (lhdN) and Petronas (alternate director).<br />
datuk aziyah does not have any family relationship with any other<br />
director and/or major shareholder of EON and has no conflict of interest<br />
with the Company. she has no convictions for offences within the past<br />
ten (10) years.<br />
datuk aziyah attended four (4) out of six (6) board meetings of the<br />
Company held in the financial year ended 31 march 2009.<br />
y BHG DAtuK AziyAH Binti BAHAuDDin<br />
Non-independent Non-Executive director
y bhg taN sri saw huat lyE<br />
Age 74, <strong>Malaysia</strong>n<br />
sENiOR iNdEpENdENT NON-ExECuTivE diRECTOR<br />
y bhg tan sri saw was appointed to the board on 4 september 2001.<br />
he is also the Chairman of the audit Committee and a member of the<br />
remuneration Committee.<br />
tan sri saw is an Economic graduate of the university of malaya<br />
(singapore) and has attended the advanced management Programme<br />
at the harvard business school, boston, usa. he began his career<br />
with the malayan home and foreign service in 1958 and served the<br />
malaysian government in various capacities as assistant district Officer<br />
in kinta south, assistant state secretary in Perak, Chairman of the town<br />
Council in taiping, assistant federal Commissioner of lands and deputy<br />
secretary-general in the ministry of transport. after his retirement from<br />
the Civil service in 1971, he was invited by the government to set up<br />
malaysian airline system (mas) and was its first general manager and<br />
Chief Executive, commencing in 1971. he retired from mas in 1982. he<br />
has sat on the boards of various companies, including development and<br />
Commercial bank bhd, malaysia-singapore airlines, malaysian helicopter<br />
services bhd and Naluri Corporation bhd.<br />
tan sri saw is currently Chairman of guinness anchor bhd and a<br />
director in non-listed company, huay ferng sdn bhd. he is also a<br />
fellow of the Chartered institute of transport (london) since 1975.<br />
tan sri saw does not have any family relationship with any other director and/<br />
or major shareholder of EON and has no conflict of interest with the Company.<br />
he has no convictions for offences within the past ten (10) years.<br />
tan sri saw attended all the six (6) board meetings of the Company<br />
held in the financial year ended 31 march 2009.<br />
y BHG tAn sri sAw HuAt lye<br />
senior independent Non-Executive director<br />
017 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
mr. OOi tEik huat<br />
Age 49, <strong>Malaysia</strong>n<br />
iNdEpENdENT NON-ExECuTivE diRECTOR<br />
mr. Ooi was appointed to the board on 7 November 2008. he is a<br />
member of the audit and Nomination Committees.<br />
mr. Ooi is a member of malaysian institute of accountants and CPa<br />
australia and holds a bachelor of Economics degree from monash<br />
university, australia.<br />
mr. Ooi started his career in 1984 with messrs hew & Co. (now known<br />
as messrs mazars), Chartered accountants, before joining malaysian<br />
international merchant bankers berhad (now known as mimb investment<br />
bank berhad) in 1989. between 1993 and 1996, he was the head of<br />
Corporate finance at Pengkalen securities sdn. bhd. (now known as Pm<br />
securities sdn. bhd.).<br />
mr. Ooi also sits on the boards of tradewinds Plantations berhad,<br />
drb-hiCOm berhad, mmC Corporation berhad, Johor Port berhad,<br />
tradewinds (m) berhad and several private limited companies. he is<br />
presently a director of meridian solutions sdn. bhd.<br />
mr. Ooi does not have any family relationship with any other director<br />
and/or major shareholder of the Company and has no conflict of interest<br />
with the Company. he has had no convictions for offences within the past<br />
ten (10) years.<br />
mr. Ooi attended two (2) out of two (2) board meetings of the Company<br />
held in the financial year ended 31 march 2009 following his appointment<br />
to the board on 7 November 2008.<br />
Mr. ooi teiK HuAt<br />
independent Non-Executive director<br />
www.eon.com.my
senior<br />
management<br />
7<br />
8<br />
5<br />
018 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
6<br />
3 2<br />
4<br />
9<br />
10<br />
11<br />
12<br />
13<br />
1. ENCik badrul fEisal biN abdul rahim<br />
Chief Operating Officer,<br />
(not in the picture)<br />
2. mr. yiP kOk hiNg<br />
Chief financial Officer<br />
3. PuaN NOrChahya biNti ahmad<br />
senior manager,<br />
Chief Operating Officer’s Office<br />
4. ENCik abdul wahab biN mOhd NOOr<br />
head,<br />
Proton Operations
5. ym tENgku zaiNudiN biN<br />
tENgku Jaafar<br />
senior manager,<br />
automotive Conversion Engineering sdn bhd<br />
6. mr. daNiEl ONg<br />
manager, legal<br />
7. ENCik mOhd asri biN JusOh<br />
head,<br />
strategic & Corporate Planning<br />
8. mr. staNlEy taN hENg lam<br />
Chief Executive Officer,<br />
Euromobil sdn bhd<br />
9. ENCik taha biN buJaNg<br />
head,<br />
sales Network support<br />
10. mr. lOh liNg hOwE<br />
head,<br />
EON auto mart sdn bhd<br />
019 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
11. ENCik ahmad zaiNi biN mOhd ariffiN<br />
manager,<br />
EON Properties sdn bhd<br />
12. PuaN NOrzalili biNti mOhd yusOf<br />
head, secretarial<br />
13. ENCik ahmad kamal biN abdul maJid<br />
head,<br />
after sales Network support<br />
www.eon.com.my
020 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report
message from<br />
the Chairman<br />
dear shareholders,<br />
i AM plEAsEd TO REpORT ThAT EON bERhAd WEAThEREd ThE ChAllENGEs OF<br />
A diFFiCulT OpERATiNG ENviRONMENT TO dElivER sOuNd REsulTs FOR ThE<br />
FiNANCiAl yEAR ENdEd 31 MARCh 2009. OuR REsiliENCE ANd FOCus hAvE<br />
ENAblEd ThE GROup TO suCCEssFully MANOEuvRE ThROuGh AN ExTREMEly<br />
COMpETiTivE plAyiNG FiEld TO TuRN iN ANOThER yEAR OF pROFiTAbiliTy WhilE<br />
CREATiNG vAluE FOR OuR shAREhOldERs.<br />
rAtionAlisinG operAtions,<br />
DeliVerinG results<br />
the year under review saw us continuing<br />
to rationalise our operations, streamline our<br />
resources and realign ourselves to market<br />
needs to make ourselves a more agile and<br />
efficient automotive player. as a result of<br />
these measures, EON is today more relevant<br />
in the evolving automotive landscape and<br />
more in tune with customer needs. Even<br />
as we have taken the necessary steps to<br />
strengthen our current position, the challenges<br />
are daunting. Nevertheless, we are confident<br />
that the group’s resilience and focus will<br />
enable us to ride out the storm, prepare us<br />
to tap the many opportunities as well as<br />
continue to deliver results.<br />
inDustry perforMAnCe<br />
in 2008, malaysia’s auto industry experienced<br />
stellar performance bolstered by strong<br />
economic growth, positive customer sentiment<br />
as well as attractive and innovative financing<br />
schemes. sales were further boosted<br />
by several new model introductions and<br />
aggressive sales efforts by industry players.<br />
021 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
as a result, the total industry volume (“tiv”)<br />
of motor vehicles sold in 2008 registered<br />
an impressive 12.5% increase over 2007’s<br />
results, with passenger vehicle sales<br />
representing a 91% share of 2008’s tiv.<br />
finAnCiAl perforMAnCe<br />
for the financial year ended 31 march 2009,<br />
the EON group posted revenue of rm2,419.9<br />
million, an improvement over revenue of<br />
rm2,322.3 million for the 15-month financial<br />
period ended 31 march 2008. the increase<br />
in revenue was mainly due to higher sales<br />
volume of Proton vehicles particularly the<br />
new saga and Pesona models.<br />
however, for the financial year ended 31<br />
march 2009, the group posted a lower net<br />
profit of rm25.7 million in comparison to<br />
net profit of rm105.4 million achieved in the<br />
preceding 15-month period. the relatively<br />
lower net profit for the financial year under<br />
review was mainly attributable to the higher<br />
share of losses from associates amounting<br />
rm15.1 million as opposed to a share of<br />
profit of rm1.5 million in the preceding<br />
financial period.<br />
the losses were mainly due to hiCOm megah<br />
sdn bhd recording a property impairment loss<br />
for the year. in addition, the previous financial<br />
period ended 31 march 2008 incorporated<br />
financial results over a period of 15 months<br />
including a gain on the disposal of properties<br />
of rm34.3 million.<br />
DiViDenD pAyout<br />
EON’s board of directors remains committed<br />
to delivering value to our shareholders. for<br />
the financial year ended 31 march 2009, the<br />
board of directors is pleased to propose a<br />
final dividend of 2 sen per share less income<br />
tax at 25% (2008: 13.5 sen per share less<br />
26% tax). this is on top of the special taxexempt<br />
dividend of rm1.00 per share and an<br />
interim dividend of 8 sen per share less 25%<br />
tax which were paid on 25 July 2008 and<br />
25 march 2009 respectively for the financial<br />
year ended 31 march 2009. the proposed<br />
final dividend is subject to the approval of the<br />
Company’s shareholders.<br />
www.eon.com.my
message from<br />
the Chairman (cont’d.)<br />
022 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
CorporAte DeVelopMents<br />
Previously, following a general Offer by<br />
majority shareholder hiCOm holdings berhad<br />
(“hiCOm”), a subsidiary of drb-hiCOm, for<br />
the remainder of EON’s shares held by the<br />
public as well as its proposal to de-list EON,<br />
an Extraordinary general meeting was held<br />
on 30 June 2008. at this meeting, EON’s<br />
shareholders resolved that the Company<br />
would maintain its listing status. Prior to this,<br />
trading of EON shares had been suspended<br />
on 11 march 2008. bursa securities has<br />
since granted EON a further extension of time<br />
until 29 december 2009 to make good the<br />
public shareholding spread requirement.<br />
in accordance with our shareholders’ wishes<br />
to continue with the listing status of EON, we<br />
are confident that we will make good the 25%<br />
requirement and that the trading suspension<br />
will be lifted. moving forward, the board and<br />
management of EON will review our business<br />
model following our ongoing rationalisation<br />
exercise to determine how best to deliver value<br />
to our shareholders. we remain committed to<br />
delivering value to all of you.<br />
strAteGiC initiAtiVes<br />
Over the course of the financial year, we<br />
continued to implement various strategic<br />
initiatives to further bolster growth amidst<br />
an enormously challenging and competitive<br />
automotive landscape.<br />
Value Generating Activities<br />
the year saw us focusing our efforts on<br />
enhancing existing value generating activities<br />
relating to the collision repair business<br />
and auto industry education initiatives via<br />
akademi saga. we also implemented several<br />
new initiatives including the setting up of<br />
state-of-the-art natural gas vehicle (“Ngv”)<br />
installation centres via our subsidiary,<br />
automotive Conversion Engineering sdn bhd<br />
(“aCE”), to meet strong customer demand<br />
particularly from companies. aCE is set<br />
to play a key role in the Ngv installation<br />
business and has plans in the pipeline to<br />
collaborate with leading universities on the<br />
development of alternative fuels.
023 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
Customer-centric initiatives<br />
Customer-centric activities are integral to the Company’s value proposition and we<br />
proactively implement initiatives throughout the entire sales and after sales cycle<br />
to strengthen EON’s brand awareness among existing and new customers. Over the<br />
course of the year, we endeavoured to elevate after sales service and delivery efforts<br />
by building upon the sahabat EON programme and sought to build goodwill with our<br />
customers through promoting loyalty programmes.<br />
through our kiss programme conducted at schools, we sought to inculcate an<br />
awareness of road safety among school children as well as indirectly build brand<br />
awareness and goodwill with them and their parents. Over the course of the year, we<br />
successfully rolled out kiss programmes at schools in Putrajaya and subang Jaya in<br />
collaboration with the road safety department and the ministry of Education.<br />
On top of the existing regional Part Centres located throughout Peninsular and East<br />
malaysia which provide high-quality service and ensure timely delivery of spare parts<br />
to customers, we plan to elevate customer convenience by bringing our sales, service<br />
and spare parts activities together under the banner of EON 3s Centres.<br />
industry education efforts<br />
tasked with developing new training strategies and improving after-sales multi-brand<br />
technical training, our technical training centre, akademi saga, continues to meet the<br />
increasing demand for automotive-related education and training. in 2008, akademi<br />
saga expanded its coverage to kuantan, kuching, kota kinabalu, batu Pahat and alor<br />
star and at the same time established business relationship with risda, fElCra,<br />
Jabatan belia & sukan wilayah Perseketuan and selangor as well as yayasan raja<br />
muda selangor. akademi saga will continue to play a vital role in supplying highly<br />
skilful mechanics for EON’s branches and the industry.<br />
www.eon.com.my
message from<br />
the Chairman (cont’d.)<br />
new rationalisation strategy<br />
On 8 may 2009, EON entered into a new master<br />
dealership agreement (“mda”) with PrOtON<br />
holdings berhad’s distribution arm, Proton Edar<br />
sdn bhd (“Edar”), to rationalise our sales and<br />
services network for Proton vehicles. with the<br />
completion of the mda, EON shall continue to<br />
distribute and service Proton cars for Edar.<br />
this rationalisation exercise will also result<br />
in the migration of all EON sales and service<br />
dealers to Edar and will see the de-layering and<br />
streamlining of the existing dealer network into a<br />
leaner and stronger one, thus enabling all parties<br />
to further reduce their operational costs.<br />
moving forward, EON will be more focused<br />
on its sales and customer service operations.<br />
with this development, EON is set to play<br />
another important role in partnering Proton<br />
in its quest for excellence. at the same time,<br />
we will work to strategise, reorganise and<br />
explore new value-generating activities to<br />
ensure EON’s continued success.<br />
prospeCts<br />
economic outlook<br />
we are undoubtedly in the midst of economically<br />
challenging times. the global economy is<br />
expected to continue to weaken in 2009 as<br />
most economies continue to experience sharp<br />
economic contractions. Economic recovery<br />
can only be brought about via comprehensive<br />
measures that must include the restoration of<br />
the financial intermediation process and the<br />
resumption of lending activity.<br />
024 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
in the face of downward pressure on<br />
international trade and financial markets,<br />
the malaysian economy is bracing itself<br />
to face the worst. while the malaysian<br />
government has responded swiftly to the<br />
crisis by adopting expansionary fiscal and<br />
monetary policies to shield the economy<br />
against the headwinds of plunging exports<br />
and slowing consumer spending, it remains<br />
to be seen how these measures will play out.<br />
Even as bank Negara malaysia had earlier<br />
forecast that prospects for the malaysian<br />
economy would remain challenging and that<br />
we may achieve growth of between -1% to<br />
1% in 2009, the government (in may 2009)<br />
has further revised its forecast for 2009<br />
downward to -4% or -5% following a worsethan-expected<br />
growth contraction in the first<br />
quarter of 2009.<br />
sectoral outlook<br />
the global crisis has severely impacted<br />
automotive players the world over with several<br />
of them posting their worst performance ever<br />
while others are on the road to bankruptcy.<br />
several players are turning to mergers to<br />
survive, while consolidation is fast becoming<br />
the industry norm.<br />
On the malaysian front, the malaysian<br />
automotive association (“maa”) had forecast<br />
that the year’s tiv would drop by 12.4% to<br />
480,000 units due to the full impact of the<br />
global financial crisis and uncertainties in<br />
the local economy and has decided to review<br />
their forecast on a quarterly basis.<br />
for the first quarter ended march 2009, the<br />
maa announced that the tiv had dropped<br />
by some 9.2% to 118,681 units against<br />
130,774 units in the corresponding quarter<br />
in 2008. this was notwithstanding the fact<br />
that march’s sales volume was 7,530 units<br />
or 20.5% higher than february’s figure.<br />
subsequently, as the result of an unexpected<br />
increase in hire purchase loan interest rates,<br />
april 2009’s sales volume dropped by 3,070<br />
units or 7% against march’s volume. in may<br />
2009, the sales volume increased by 2,809<br />
units or 7% against the previous month.<br />
may’s higher sales were attributable to a<br />
16.6% increase in sales of national makes,<br />
while sales of imported makes declined by<br />
4.5% as a result of costlier hire purchase<br />
loans. as at 18 June 2009, year-on-year<br />
and year-to-date sales were trailing behind<br />
2008’s sales by 8% and 11% respectively.<br />
strAteGy GoinG forwArD<br />
recognising the stiff market challenges ahead<br />
especially in light of lower impending sales<br />
volume from our streamlined Proton activities,<br />
we will continue in our efforts to improve<br />
productivity and cost efficiencies within our<br />
existing sales and service networks. the<br />
group will proactively fine-tune our multibrand<br />
retailer position based on market<br />
needs and further develop value creation<br />
activities to mitigate the effects of slower<br />
economic growth.
to maintain our profitability and to stay<br />
relevant to the industry, we will also adopt<br />
these specific business strategies:<br />
• expand the Audi and Mitsubishi<br />
businesses;<br />
• develop and increase market penetration<br />
via effective cross-selling programme<br />
with the drb-hiCOm group;<br />
• collaborate with financial institution to<br />
offer attractive financing packages;<br />
• continue to implement brand awareness<br />
and customer loyalty programmes;<br />
• continue to create more awareness<br />
on our multi-brand services which will<br />
lead to an increase in throughput;<br />
• continue to build alliances with<br />
insurance companies for improved<br />
collision repair businesses; and<br />
• upgrade the courses and activities<br />
conducted by akademi saga as well<br />
as equip our employees with the<br />
requisite knowledge and skills to face<br />
the challenges ahead.<br />
by focusing our efforts on implementing these<br />
strategies and continuing to innovate in order<br />
to maintain our competitive edge, we are<br />
confident that we will be able to ride out the<br />
current storm. in all this, we remain committed<br />
to pursuing our long-term growth strategy of<br />
being an agile, robust and customer-centric<br />
entity. above all, we will be mindful of the<br />
need to meet the expectations of shareholders,<br />
customers, employees and other stakeholders<br />
for long-term sustainable growth.<br />
025 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
AppreCiAtion<br />
On behalf of EON’s board of directors,<br />
i wish to convey my sincere thanks to all<br />
our customers and shareholders for their<br />
continuous loyalty, support and confidence in<br />
EON and we look forward to delivering value<br />
to you for yet another year.<br />
i wish to thank our partners and principals,<br />
namely Proton Edar sdn bhd, audi ag,<br />
hyundai-sime darby motors sdn bhd,<br />
mitsubishi Corporation, mitsubishi motors<br />
malaysia sdn bhd, volkswagen group<br />
malaysia and suzuki malaysia automobile<br />
sdn bhd, as well as our dealers, suppliers,<br />
contractors and government authorities,<br />
for their trust and confidence in us. their<br />
tireless cooperation, expert advice and<br />
worthy support has helped make us a better<br />
company and more determined to face the<br />
challenges ahead.<br />
allow me to express my gratitude to our<br />
dedicated network of Proton vehicle sales<br />
and service dealers who will now continue<br />
under the banner of Edar. we thank them<br />
for their commitment and professionalism<br />
over the years they have been with us and<br />
trust that they will continue to give their best<br />
and extend their fullest cooperation to Edar.<br />
i would also like to extend the board’s<br />
heartfelt gratitude to our fellow directors,<br />
dato’ mohd redza shah bin abdul wahid<br />
who resigned on 3 November 2008 as well<br />
as datuk ir (dr) ahmad zaidee bin laidin,<br />
dato’ anwar bin aji and datuk abdul hamid<br />
bin sawal, who all resigned on 1 June 2009.<br />
we thank these gentlemen for their worthy<br />
contributions during their tenure on EON’s<br />
board and bid them the very best in their<br />
future endeavours. On behalf of the board<br />
of directors, i would like to welcome on<br />
board mr. Ooi teik huat and En. lukman bin<br />
ibrahim who were appointed to the board<br />
on 7 November 2008 and 1 June 2009<br />
respectively. we look forward to their insights<br />
and wise counsel.<br />
last but not least, i wish to thank our<br />
dedicated team of employees for their loyalty<br />
and persistence in these challenging times.<br />
i trust that they will continue to stand by us<br />
as we proceed to realign ourselves to the<br />
latest market-driven changes. i also trust<br />
that all our stakeholders will continue to lend<br />
us their unwavering support as we strive<br />
to overcome the challenges and tap the<br />
opportunities before us.<br />
thank you.<br />
tan srI marZukI BIn moHd noor<br />
CHaIrman<br />
www.eon.com.my
MAnAGinG DireCtor’s<br />
review Of<br />
OperatiOns<br />
DeAr sHAreHolDers,<br />
ThE FiNANCiAl yEAR ENdEd 31 MARCh<br />
2009 sAW ThE EON GROup CONTiNuiNG<br />
TO iMplEMENT vARiOus MEAsuREs<br />
TO RATiONAlisE ANd sTREAMliNE OuR<br />
OpERATiONs WiTh ThE AiM OF MAiNTAiNiNG<br />
OuR COMpETiTivE EdGE. As WE ENTEREd<br />
OuR TWENTy-FOuRTh yEAR OF AuTOMOTivE<br />
OpERATiONs AMidsT A hiGhly COMpETiTivE<br />
lANdsCApE, WE did sO WiTh A NEW<br />
REsOlvE TO MEET ThE ChAllENGEs OF ThE<br />
MARKETplACE hEAd ON WhilE MAKiNG ThE<br />
MOsT OF ThE OppORTuNiTiEs bEFORE us.<br />
WE ExiTEd uNpROFiTAblE busiNEss ANd<br />
EMbRACEd NEW OppORTuNiTiEs WhERE iT<br />
MAdE sENsE TO dO sO. i AM plEAsEd TO sAy<br />
ThAT OuR EFFORTs ENAblEd us TO ONCE<br />
AGAiN dElivER pOsiTivE REsulTs ANd EMERGE<br />
A lEANER ANd MORE COMpETiTivE ENTiTy.<br />
026 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report
inDustry perforMAnCe<br />
the malaysian auto industry experienced<br />
a stellar year in 2008 on the back of<br />
strong economic growth, positive customer<br />
sentiment in the first nine months of the year,<br />
as well as attractive and innovative financing<br />
schemes featuring low hire purchase rates,<br />
longer repayment periods and higher margins<br />
of financing. the large number of new model<br />
introductions and aggressive sales efforts by<br />
industry players further bolstered sales. as a<br />
result, the total industry volume (“tiv”) of<br />
motor vehicles sold in the country in 2008<br />
stood at 548,115 units against the 487,176<br />
units registered in 2007, an impressive 12.5%<br />
increase and the second highest result after<br />
2005’s record breaking year.<br />
the passenger vehicle segment comprising<br />
passenger cars, window vans, multi-purpose<br />
vehicles and four-wheel drive/sport utility<br />
vehicles, totalled 497,459 units or close to a<br />
91% share of 2008’s tiv. Proton passenger<br />
vehicles comprised 141,780 units or 28.5%<br />
of total passenger vehicle market share, an<br />
increase of 24,159 units over 117,621 units<br />
in 2007. however, in the first quarter of<br />
2009, the malaysian automotive association<br />
(“maa”) announced that tiv had dropped<br />
by 9% to 118,681 units in comparison to<br />
130,774 units in the corresponding quarter in<br />
2008 amidst a flagging economy.<br />
Group perforMAnCe<br />
027 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
for the financial year ended 31 march 2009,<br />
the EON group recorded revenue of rm2,419.9<br />
million on the back of higher sales volume of<br />
Proton, mitsubishi and audi vehicles. Net<br />
profit attributable to shareholders stood at<br />
rm25.7 million while basic earnings per<br />
share was 10 sen.<br />
eon BerHAD<br />
new Vehicle sales<br />
for the financial year under review, EON’s<br />
sales of Proton vehicles were higher at 47,187<br />
units over the 12-month financial period<br />
compared to 45,916 units over the preceding<br />
15-month financial period.<br />
the strong ties we have established with<br />
Proton Edar sdn bhd (“Edar”) helped to<br />
improve stock availability to a great extent<br />
and ensured quicker deliveries to meet<br />
customer demand. with the execution of<br />
the new master dealership agreement<br />
(“mda”) with Edar on 8 may 2009, we<br />
will focus our efforts on rationalising our<br />
sales and service centres with the aim of<br />
improving and strengthening the Proton<br />
dealer network nationwide.<br />
After sales service<br />
the after sales di<strong>vision</strong> registered service<br />
throughput of 441,376 units for the financial<br />
year ended 31 march 2009. Of this total<br />
throughput, EON branches accounted for<br />
273,615 units while our franchised service<br />
dealers accounted for the remaining<br />
167,761 units. Collision repair throughput at<br />
our branches touched 6,914 units over the<br />
same period.<br />
to entice more customers into EON service<br />
centres, our after sales team undertook<br />
several promotional initiatives over the course<br />
of the year. these included special service<br />
packages, genuine parts campaigns, mobile<br />
service and maintenance initiatives, as well<br />
as seasonal and festive service campaigns.<br />
moving forward, after sales will focus its<br />
efforts on establishing incentives for branch<br />
personnel in a bid to improve workshop<br />
throughput and dollar per car activities.<br />
the di<strong>vision</strong> will also continue to explore<br />
opportunities to bolster the ties with corporate<br />
customers and government organisations.<br />
www.eon.com.my
managing direcTor’s<br />
review Of<br />
OperatiOns (cont’d.)<br />
028 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
euroMoBil sDn BHD (“euromobil”)<br />
Euromobil, our luxury car retailing arm posted<br />
revenue of rm52.8 million and profit before tax<br />
(“Pbt”) of rm3.2 million for the year under<br />
review amidst a highly competitive market<br />
environment. the year saw Euromobil focusing<br />
its efforts on affirming the audi marque as a<br />
premium brand through aggressively introducing<br />
several new models. following the launch of<br />
the celebrated new audi a4 (b8) model in<br />
June 2008, Euromobil received encouraging<br />
orders which has led to the a4 currently being<br />
the volume seller for the company. the audi<br />
a6 with its new facelift introduced in January<br />
2009, also received encouraging response.<br />
going forward, Euromobil is aligning its<br />
business plan to audi ag’s plan for malaysia<br />
where the company will invest in advertising<br />
and promotional activities as well as increase<br />
its sales and after sales network. the<br />
company set up a new 3s outlet at Penang<br />
in June 2009 followed by a new showroom in<br />
kuala lumpur by september 2009. the month<br />
of may also saw the company launching the<br />
new audi Q5 which received overwhelming<br />
response while the new 3.2l a8 model is<br />
expected to be launched by the end of the<br />
year. Euromobil is targeting to set up a new<br />
showroom in Johor by October 2009.<br />
with effect from 1 april 2009, Euromobil<br />
ceased its volkswagen business. with that,<br />
the company will turn all its efforts to driving<br />
the audi brand forward.<br />
eonMoBil sDn BHD (“eonMoBil”)<br />
EONmObil, which retails the hyundai and<br />
suzuki range of vehicles, posted total revenue<br />
of rm10.9 million for the financial year under<br />
review and a loss of rm0.4 million. due<br />
to flagging market performance, EONmObil<br />
has discontinued these two dealerships.<br />
the hyundai and suzuki dealerships were<br />
discontinued on 30 June 2008 and 1 april<br />
2009 respectively.<br />
eon Auto MArt sDn BHD<br />
(“eon Auto Mart”)<br />
EON auto mart retails the mitsubishi range of<br />
vehicles in malaysia. the financial year saw<br />
EON auto mart recording Pbt of rm4.6 million<br />
on the back of revenue of rm285.4 million. the<br />
company is currently in the midst of opening<br />
a new 3s centre at temasya, glenmarie<br />
that will focus on sales, service and spare<br />
parts activities. the 3s centre is targeted to<br />
commence business by september 2009.
AutoMotiVe ConVersion enGineerinG sDn BHD (“ACe”)<br />
aCE has traditionally been involved in the conversion and modification of Proton vehicles into<br />
Executive and limousine models. aCE posted revenue of rm11.8 million for the year under review<br />
and Pbt of rm2.1 million.<br />
during the year, aCE aggressively explored opportunities in the area of natural gas vehicles (“Ngv”).<br />
to date, aCE’s flagship Ngv centre located at the bukit raja industrial area has been recognised<br />
as the preferred Ngv installer by customers such as alam flora and gas malaysia as well as<br />
several government linked companies, public transport companies and individuals. response from<br />
taxi companies has been overwhelming and aCE will ride on this trend to strengthen its position<br />
as the Ngv leader in malaysia.<br />
MitsuBisHi Motors MAlAysiA sDn BHD (“MMM”)<br />
mmm is the exclusive distributor of mitsubishi vehicles in malaysia. the company recorded a<br />
credible 73% increase in sales, registering a wholesale volume of 7,321 units as at 31 march 2009<br />
in comparison to 4,230 units as at 31 march 2008.<br />
since the introduction of the mitsubishi brand into the market in 2005, the marque has won and<br />
continues to win several accolades for its various models. the year saw mitusbishi’s triton lite<br />
scooping up autocar asEaN’s Pick-up of the year 2008 award, the third consecutive year that<br />
mmm has won the award since 2006. at the same time, the triton 3.2l also trumped its class in<br />
the Nst-maybank Car of the year awards 2008. in addition, the grandis was named the small/<br />
medium mPv of the year by autocar asEaN.<br />
proton pArts Centre sDn BHD (“ppC”)<br />
PPC, a jointly controlled entity of EON and Proton, is primarily involved in the warehousing and<br />
distribution of motor vehicle spare parts. for the year under review, PPC registered revenue<br />
of rm216 million and Pbt of rm22.16 million. during the year, PPC enhanced its warehouse<br />
management system (“wms”) which covers the operations of its regional parts centres in East<br />
malaysia and the southern, northern and east coast regions of Peninsular malaysia. the company<br />
also launched its own business-to-consumer (“b2C”) website to cater to the needs of customers<br />
that prefer to buy parts through the internet. the improvements to PPC’s wms and the introduction<br />
of its b2C website will enhance customer convenience as well as the service efficiency and quality<br />
of its service centres.<br />
029 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
www.eon.com.my
managing direcTor’s<br />
review Of<br />
OperatiOns (cont’d.)<br />
Group HuMAn resourCes (“Hr”)<br />
group hr continues to support the group’s<br />
strategy and business growth by making<br />
significant contributions to employee learning<br />
and development activities. the year saw our<br />
hr team continuing to implement training<br />
activities to enhance employee productivity<br />
and efficiency as well as manage people<br />
challenges and initiatives in support of the<br />
group business plan. group hr also played<br />
an important role in inculcating a positive<br />
working environment and work culture, which<br />
included maintaining cordial relationships<br />
with the four in-house unions and promoting<br />
increased awareness of occupational safety,<br />
health and environment issues.<br />
moving forward, group hr will continue<br />
to achieve high quality human resource<br />
management throughout the organisation<br />
via increasing learning and development<br />
opportunities and leveraging on technology<br />
for operational efficiency.<br />
030 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
inforMAtion teCHnoloGy<br />
DiVision (“it”)<br />
information technology has been used as<br />
means to drive the organisation towards<br />
greater integration and cohesion. leveraging on<br />
today’s sophisticated hardware, software, and<br />
communications technologies, several projects<br />
were initiated to further enhance the usage of<br />
internet and maximise the value of EON’s it<br />
investments while improving productivity in the<br />
areas of sales and after-sales.<br />
improvements to enhance the reliability of the<br />
it infrastructure have also been completed<br />
via the upgrading of uNix and windows<br />
servers, storage, the local area Network<br />
backbone, backup system and database. the<br />
mis di<strong>vision</strong> will continue to make every<br />
effort to determine areas and opportunities<br />
through which EON as a whole can gain<br />
maximum business benefit from.<br />
AKADeMi sAGA<br />
since its inception in 1991, akademi saga,<br />
the group’s technical training centre has been<br />
meeting the demand for automotive-related<br />
education and training through providing<br />
certificate and diploma programmes. akademi<br />
saga recently extended its curriculum by<br />
offering the diploma kemahiran malaysia to<br />
its first batch of students in march 2009. to<br />
date, more than 30,000 internal and external<br />
trainees from EON branches, franchise<br />
service dealers, sales dealers and various<br />
other organisations have passed through the<br />
doors of the academy.<br />
to cater to the increasing demand for<br />
automotive education and training, akademi<br />
saga set up another five centres throughout<br />
Peninsular and East malaysia and has plans<br />
in the pipeline to fulfil its <strong>vision</strong> of becoming<br />
a pure automotive university college and a<br />
contract research facility for the nation.
GoinG forwArD<br />
the market environment of the motor industry<br />
is expected to remain challenging and<br />
competitive for the financial year ending 31<br />
march 2010. in view of the current uncertain<br />
economic conditions coupled with cautious<br />
consumer spending and more stringent credit<br />
evaluation criteria by financial institutions,<br />
the group expects the demand for motor<br />
vehicles to slow down further in the current<br />
financial year.<br />
following the group’s rationalisation exercise,<br />
all EON’s sales and service dealers will be<br />
offered the opportunity to migrate to Edar<br />
as their dealers. while EON will still have the<br />
Proton business to move forward on, albeit in a<br />
different form, the migration coupled with the<br />
challenging market environment is expected<br />
to impact the profitability of the group going<br />
forward. we are currently initiating cost<br />
reduction exercises and measures to mitigate<br />
the impact of the rationalisation, including<br />
031 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
the repositioning of the Proton dealership<br />
business and reorganisation of our network<br />
and manpower to suit this new situation. we<br />
are also reviewing our business model and<br />
exploring new value generating activities to<br />
ensure shareholder value is maintained.<br />
Our many initiatives include turning our<br />
branches into 3s or 1s+2s centres under<br />
one roof and undertaking collision recovery<br />
quick service. we will expand the collision<br />
repair business by appointing 15 satellite body<br />
repairers who will be tasked with carrying<br />
out high standards of work back-to-back with<br />
insurance companies. we will also move into<br />
other automotive-related businesses that can<br />
bring value including educational and Ngv<br />
installation services.<br />
On the sales front, we will continue to drive<br />
the audi and mitsubishi business and we<br />
expect sales of popular Proton vehicles like<br />
the New saga and newly launched Exora to<br />
help us move forward. also in the pipeline<br />
are outreach programmes which will see EON<br />
launching out into smaller towns inclusive of<br />
fElda areas to establish customer contact<br />
where there are no dealers. we are confident<br />
that even as we embark on these initiatives<br />
and explore new areas for growth, we are<br />
confident of meeting our earnings target and<br />
delivering value to our shareholders. in doing<br />
so, we trust that all our stakeholders will<br />
continue to lend us their steadfast support as<br />
we make every effort to face the challenges<br />
before us and embrace the opportunities.<br />
datuk syed HIsHam BIn syed waZIr<br />
managIng dIreCtor<br />
www.eon.com.my
sTaTemenT on<br />
COrpOrate<br />
gOvernanCe<br />
ThE bOARd OF diRECTORs (“ThE bOARd”) is<br />
COMMiTTEd TO ApplyiNG ThE pRiNCiplEs ANd<br />
bEsT pRACTiCEs RECOMMENdEd by ThE MAlAysiAN<br />
COdE ON CORpORATE GOvERNANCE (“COdE”)<br />
TO iMpROvE ANd ENhANCE ThE sTANdARds<br />
OF CORpORATE GOvERNANCE pRACTiCEd<br />
WiThiN ThE GROup As WEll As TO pROTECT<br />
ANd ENhANCE shAREhOldERs’ vAluE ANd<br />
FiNANCiAl pERFORMANCE. ThE bOARd bEliEvEs<br />
ThAT EFFECTivE CORpORATE GOvERNANCE is<br />
pREMisEd ON ThREE iMpORTANT CORNERsTONEs<br />
NAMEly, iNdEpENdENCE, ACCOuNTAbiliTy ANd<br />
TRANspARENCy.<br />
towards achieving this, the board not only observes the Principles of Corporate governance and the<br />
best Practices on Corporate governance as set out in the Code, but has also put in place stringent<br />
parameters for adherence by the management. the board has adopted a board Charter which<br />
provides amongst others guidance and clarity for directors and management with regard to the role<br />
of the board and its committees, the requirements of the directors in carrying out their roles and<br />
in discharging their duties towards the Company as well as the board’s operating practices besides<br />
emphasizing the relationship between the board, the management and the shareholders.<br />
DireCtors<br />
Composition of the Board<br />
the board comprises members with relevant expertise and experiences drawn from business,<br />
financial, technical and public service. the wide spectrum of skills and experiences has given them<br />
an edge and an added strength in terms of leadership and management, thus ensuring that the<br />
Company and its subsidiaries is steered and guided by an accountable and competent board.<br />
032 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
the current board has nine (9) directors<br />
comprising eight (8) Non-Executive directors<br />
(including the Chairman) of whom three (3)<br />
are independent as defined by the listing<br />
requirements of bursa malaysia securities<br />
berhad. hence, the board fulfils the prescribed<br />
requirements for one-third of the membership<br />
of the board to be independent board members.<br />
No individual or group of individuals dominated<br />
the board’s decision-making powers and<br />
processes. the number of directors reflects<br />
fairly the investment of the shareholders.<br />
the names of the directors in office during the<br />
year and their attendance at board meetings<br />
are as set out in the directors’ Profiles from<br />
pages 12 to 17.<br />
the Chairman has never served as the Chief<br />
Executive Officer of the group. the Chairman<br />
is primarily responsible for ensuring board<br />
effectiveness and conduct whilst the managing<br />
director oversees the day-to-day running<br />
of the business including implementation of<br />
the policies and strategies adopted by the<br />
board and clarifying matters relating to the<br />
group’s business to the board. the managing<br />
director’s in-depth and intimate knowledge<br />
of the group’s affairs contribute significantly<br />
towards managing the direction of the group<br />
to achieve its goals and objectives.<br />
the group considers that its complement of<br />
Non-Executive directors provide an effective<br />
board with a mix of industry specific<br />
knowledge and broad business and commercial<br />
experience. the presence of independent Non-<br />
Executive directors is particularly important<br />
in corporate accountability as they provide<br />
unbiased and independent views, advice and<br />
judgement to take into account of the interests,<br />
not only of the group, but also of shareholders<br />
(majority and minority), employees, customers,<br />
suppliers and the many communities in which<br />
the group conducts business. this balance<br />
enables the board to provide clear and effective<br />
leadership to the group and to bring informed<br />
and independent judgement to many aspects<br />
of the group’s strategies and performance<br />
so as to ensure that the highest standards<br />
of conduct and integrity are maintained. the<br />
Nomination Committee upon its annual review<br />
carried out and is satisfied that the size and<br />
composition of the board is appropriate and<br />
well balance to fairly reflect the interests of<br />
major and minority shareholders.
in accordance with the requirements of the<br />
Code, y bhg tan sri saw huat lye is currently<br />
the senior independent Non-Executive director<br />
who is available to deal with concerns affecting<br />
the group, other than through the Chairman.<br />
roles and responsibilities<br />
of the Board<br />
the board retains full and effective control<br />
of the group. this includes responsibility<br />
for determining the group’s overall strategic<br />
direction as well as development and control<br />
of the group. key matters, such as approval of<br />
annual and quarterly results, acquisitions and<br />
disposals, as well as material agreements,<br />
major capital expenditures, budgets and longterm<br />
plans are reserved for the board. these<br />
matters are set out in a formal statement in<br />
the board Charter.<br />
the directors are required to make written<br />
declarations and it is their responsibility to<br />
declare whether they have a potential or<br />
actual conflict of interest in any transaction.<br />
where issues involve conflict of interest, the<br />
interested directors abstain from discussing<br />
or voting on the matter.<br />
the board meets at least once every quarter<br />
and additional meetings convened between the<br />
scheduled meetings as special board meeting<br />
as and when necessary. for the financial year<br />
ended 31 march 2009, the board held four (4)<br />
regular meetings and two (2) special board<br />
meetings. at each regular board meeting,<br />
there was a full financial and business review<br />
and discussion, including report on trading<br />
performance to-date against the annual<br />
budget and financial plan previously approved<br />
by the board for the financial year.<br />
the Chairman of the board plays a pivotal<br />
role in ensuring that directors are properly<br />
briefed on issues arising at board meetings,<br />
so that they can make effective contributions<br />
as board members. as part of good corporate<br />
governance, the Chairman encourages a healthy<br />
debate on issues raised at meetings, gives<br />
opportunity to directors who wish to speak on<br />
the motions, either for or against them.<br />
minutes of every board meeting are circulated<br />
to each director for their perusal prior to<br />
confirmation of the minutes at the following<br />
board meeting. subsequently, all matters<br />
arising, deliberations and conclusions of<br />
the meetings of the board are clearly and<br />
accurately recorded in minutes of meetings<br />
033 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
by the Company secretary, confirmed by the<br />
board and signed as a correct record by the<br />
Chairman. the proceedings and resolutions<br />
passed at each board meeting are kept in<br />
the statutory register at the registered office<br />
of the Company.<br />
the consideration and approval of the annual<br />
management Plan (amP) is a significant<br />
annual exercise by the board in establishing<br />
the goals of the group for the following year<br />
which involves an assessment of the projected<br />
performance of the group’s business.<br />
at appropriate times, the board also considers<br />
the principal risks affecting the business of the<br />
group and the measures that could be taken to<br />
mitigate such risks. the External auditors, on<br />
annual basis, issue an audit Committee report<br />
raising issues on risks affecting the operations<br />
of the group. the board, through its various<br />
committees, addresses and monitors the risks<br />
and concerns affecting the group.<br />
Committees<br />
specific responsibilities have been delegated<br />
to the board Committees, all of which have<br />
written constitutions and terms of reference.<br />
these Committees have the authority to<br />
examine particular issues and report back to<br />
the board with their recommendations. the<br />
ultimate responsibility for the final decision on<br />
all matters however, lies with the entire board.<br />
the Committees are as follows:<br />
1. Audit Committee<br />
Please refer to the report of the board<br />
audit Committee on pages 42 to 45.<br />
2. nomination Committee<br />
y bhg. tan sri marzuki bin mohd Noor<br />
(Chairman)<br />
y bhg. datuk haji mohd khamil bin Jamil<br />
mr. Ooi teik huat<br />
the members of the Nomination<br />
Committee, are majority independent.<br />
the Committee meets at least once a<br />
year and is responsible for:<br />
• Determining the criteria for Board<br />
membership;<br />
• Identifying and recommending<br />
to the board, candidates for<br />
directorships of the Company and<br />
its subsidiaries;<br />
• Recommending to the Board on<br />
the appointment of directors on<br />
board Committees;<br />
• Ensuring that adequate training<br />
and orientation is provided to<br />
the new directors with respect<br />
to the business, structure and<br />
management of the group as well<br />
as the expectations of the board;<br />
• Evaluating the effectiveness of<br />
the board and board Committees<br />
with regard to their structure,<br />
size, balance and composition<br />
including the required mix of<br />
skills, experience and core<br />
competencies that Non-Executive<br />
directors should bring to the<br />
board, and contributions of each<br />
individual director;<br />
• Recommending to the Board<br />
whether directors retiring by<br />
rotation should be put forward for<br />
re-election;<br />
• Ensuring an appropriate framework<br />
and plan for board and management<br />
succession for the group;<br />
• Evaluating and approving the<br />
appointment, promotion, transfer<br />
and dismissal of senior executive<br />
positions, except that of the managing<br />
director and the Executive directors<br />
which will be decided by the board<br />
based on the recommendation of<br />
the Committee.<br />
the Nomination Committee has<br />
developed and implemented procedures<br />
for evaluating the board of directors.<br />
the evaluation included the following:<br />
(i) Performance evaluation of the<br />
board of directors<br />
(ii) determination of the competency<br />
profile of the board of directors<br />
(iii) Performance evaluation of the<br />
managing director and Executive<br />
directors<br />
during the financial year ended 31 march 2009,<br />
a total of three (3) meetings were held by<br />
the Nomination Committee and the members<br />
registered full attendance at all meetings.<br />
www.eon.com.my
sTaTemenT on<br />
COrpOrate<br />
gOvernanCe (cont’d.)<br />
3. remuneration Committee<br />
y bhg. tan sri marzuki bin mohd Noor<br />
(Chairman)<br />
y bhg. datuk haji mohd khamil bin Jamil<br />
y bhg. tan sri saw huat lye<br />
the members of the remuneration<br />
Committee are majority independent.<br />
the Committee meets at least once a<br />
year and is responsible for:<br />
• Establishing the Managing Director<br />
and the Executive directors’ goals<br />
and objectives;<br />
• Reviewing the Managing Director<br />
and the Executive directors’<br />
performance against the goals<br />
and objectives set;<br />
• Establishing and recommending<br />
the remuneration structure<br />
and policy for the managing<br />
director, Executive directors and<br />
management;<br />
• The terms of employment/<br />
contract of employment/ service,<br />
any benefit, incentive scheme<br />
entitlement and other bonuses,<br />
fees and expenses, compensation<br />
payable on the termination of<br />
the service contract by the<br />
Company and group and to<br />
review for changes to the policy,<br />
as necessary;<br />
• Determining the remuneration of<br />
the general manager and senior<br />
managers and recommend the<br />
remuneration of the managing<br />
director and Executive directors;<br />
• Reviewing and recommending to the<br />
board on any new Employees’ share<br />
Option scheme and/or amendments<br />
to the existing scheme;<br />
034 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
• Considering other matters as referred<br />
to the Committee by the board;<br />
during the financial year ended 31 march 2009,<br />
a total of three (3) meetings were held by the<br />
remuneration Committee and the members<br />
registered full attendance at all meetings.<br />
4. Management Committee<br />
y bhg. datuk syed hisham<br />
bin syed wazir (Chairman)<br />
Encik Nik hamdam bin Nik hassan<br />
Encik badrul feisal bin abdul rahim<br />
mr. yip kok hing<br />
the management Committee meets on a<br />
regular basis and is responsible, within<br />
the limits of the policies determined and<br />
powers delegated by the board, for:<br />
• Formulating Company and Group<br />
policies for recommendation to,<br />
and further consideration by, the<br />
board of directors.<br />
• Acting as advisory body to the<br />
board of directors on operational<br />
and management matters.<br />
• Discussing and deciding upon<br />
the implementation of key policy<br />
decisions of the board of directors.<br />
• Discussing and recommending<br />
to the board of directors on all<br />
matters important to the strategic<br />
operations of the Company and<br />
the group.<br />
• Co-ordinating activities and building<br />
up synergies within the group.<br />
• Approving new franchises for<br />
vehicles and recommending the<br />
same for subsequent approval by<br />
the board of directors.<br />
• Approving the appointment of<br />
new vendors with an expected<br />
business value exceeding rm1.5<br />
million per annum.<br />
• Approving new Business Products,<br />
services and Concepts undertaken<br />
by the di<strong>vision</strong>s in the Company.<br />
• Approving the appointment of<br />
new franchise service dealers<br />
and franchise Parts dealers.<br />
• Approving investment/divestments<br />
proposals and recommending the<br />
same for approval by the board of<br />
directors.<br />
• Reviewing the Limits of Authority of<br />
the Company and recommending<br />
the same for approval by the<br />
board of directors.<br />
• Reviewing the Annual Management<br />
Plan and Projections and<br />
recommending the same for approval<br />
by the board of directors.<br />
• Reviewing and approving the Credit<br />
Policy of the Company.<br />
• Discussing and recommending for<br />
approval, by the board of directors,<br />
of expenditure with a cumulative<br />
value exceeding rm1.5 million<br />
per annum.<br />
• Approving trading terms including any<br />
discount/rebate/incentives schemes<br />
for customers and dealers.<br />
• Approving any commission or<br />
incentive schemes for staff.<br />
• Approving any payment schemes for<br />
introducers, spotters, runners, etc.<br />
• Approving business activities<br />
in other countries including<br />
participation in trade shows, rally<br />
sport activities, etc.<br />
• Approving the organisation<br />
structure change including the<br />
creation or rationalisation of<br />
di<strong>vision</strong>s and departments and<br />
the headcount considerations.<br />
• Approving applications for<br />
unsecured credit exceeding<br />
rm50,000 per customer.<br />
during the financial year ended 31 march<br />
2009, a total of six (6) meetings were held by<br />
the Committee and the members registered<br />
full attendance at all meetings.
supply of information<br />
all directors have the same right of access to all<br />
information within the group and the duty to make<br />
further enquiries whenever deemed necessary<br />
whether as a full board or in their individual<br />
capacity, in furtherance of their duties. the board<br />
is supplied in a timely fashion with information<br />
in a form and of a quality appropriate to enable<br />
it to discharge its duties. in addition to financial<br />
information, other information deemed suitable<br />
such as customer satisfaction, product and service<br />
quality, and market share are also provided.<br />
an agenda and a set of board papers are<br />
sent to all directors in advance prior to the<br />
meeting. the board papers include, among<br />
others, the following:<br />
• Minutes of meetings of all Board<br />
Committees;<br />
• Current operating and business issues;<br />
• Annual management plan, forecasts and<br />
projections;<br />
• Quarterly and annual financial reports;<br />
• Acquisitions and disposals of assets of<br />
substantial value;<br />
• Major investment and financial decisions;<br />
• Changes to management and control<br />
structure of the group, including key<br />
policies, procedures and authority limits;<br />
• Reports, advices and opinions of the<br />
external consultants/advisors as had<br />
been sought for.<br />
the board has access to the Company secretaries<br />
who are available to provide the directors with<br />
the appropriate advice and services and also to<br />
ensure that the relevant procedures are followed.<br />
the directors are constantly updated on the<br />
latest developments in the legislations as well<br />
as on statutory and regulatory requirements<br />
pertaining to their duties and responsibilities.<br />
the board also believes in adopting a handson<br />
approach to the group’s business activities<br />
as part of the board’s assessment of its<br />
effectiveness, and the decision-making body of<br />
the group. when necessary, the directors also<br />
visit locations of business units that provide<br />
an insight on operational matters which would<br />
assist the board to make effective decisions<br />
relating to the group.<br />
035 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
Appointments to the Board<br />
there is a formal and transparent procedure<br />
for the appointment of new directors to the<br />
board, with the Nomination Committee making<br />
recommendations to the board. Please refer<br />
to page 33 for details of the Nomination<br />
Committee. following the appointment of<br />
new directors to the board, the Nomination<br />
Committee ensures that an induction<br />
programme is arranged, including visits to the<br />
group’s businesses and meetings with senior<br />
management as appropriate, to enable them<br />
to get a full understanding of the nature of the<br />
group’s businesses, current issues within the<br />
group and the Corporate strategies as well as<br />
the structure and management of the group.<br />
Directors’ training<br />
all existing directors have attended the<br />
mandatory accreditation Programme (maP)<br />
conducted by bursatra sdn bhd as prescribed<br />
by bursa malaysia. they are also encouraged<br />
to attend continuous education programs and<br />
seminars to keep abreast with developments<br />
in the market place, to further enhance their<br />
business acumen and professionalism in<br />
discharging their duties to the group.<br />
apart from attending conferences and seminar<br />
organized by the external/internal organizers<br />
during the financial year, the directors are<br />
also continuously received briefings and<br />
updates on regulatory, industry and legal<br />
developments, including information on the<br />
group’s businesses and operations and other<br />
initiatives undertaken by management.<br />
seminars and conferences attended by<br />
directors during the financial year ended<br />
31 march 2009 include the following:<br />
• Effective Chairmanship.<br />
• Management of Anti-Fraud Programmes<br />
and Control (guidance to Prevent and<br />
deter fraud).<br />
• CEO’s Business Forum.<br />
• Seminar on Legal Variables.<br />
• Risk Management for Business Success.<br />
• Perdana Leadership Foundation Seminar.<br />
• Director’s Continuing Education Programme.<br />
(Organised by guiness anchor berhad<br />
and fraser & Neave holdings berhad)<br />
• Investor Relations – A Necessity,<br />
Not a Choice.<br />
• Best Practices of Boardroom Affairs.<br />
• UEM Group – Chairman’s Forum.<br />
• UEM July 2008 Directors Gathering.<br />
• Programme for Khazanah Nominee<br />
director 2008.<br />
• MINDA: Chairman’s Forum – Driving a<br />
board to high Performance.<br />
• UEM Board Strategic Dialogue Session.<br />
• Latest Emerging Issues for Public<br />
Companies.<br />
• Foreign Exchange Forecast in 2009.<br />
• Global Economy Outlook.<br />
• Managing Profitability During an<br />
Economic downturn: what directors<br />
need to know.<br />
re-election of Board Members<br />
in accordance with the Company’s articles of<br />
association, all directors who are appointed<br />
by the board are subject to election by<br />
shareholders at the first annual general<br />
meeting following their appointment. Pursuant<br />
to section 129 (2) of the Companies act,<br />
1965, directors who are over the age of<br />
seventy (70) years shall retire at every annual<br />
general meeting, may offer themselves for<br />
re-appointment to hold office until the next<br />
annual general meeting.<br />
the articles also provide that all directors shall<br />
retire from office once in every three years but<br />
shall be eligible for re-election. at each annual<br />
general meeting, one-third of the remaining<br />
directors retire and offer themselves for reelection.<br />
in practice, over a number of years,<br />
this means that every director has stood for<br />
re-election at least once every three years.<br />
the Nomination Committee reviews and assesses<br />
annually the proposed re-election/re-appointment<br />
of existing directors who are seeking re-election/<br />
re-appointment of director to the board for<br />
approval, before tabling the proposal to the<br />
shareholders at the annual general meeting.<br />
www.eon.com.my
sTaTemenT on<br />
COrpOrate<br />
gOvernanCe (cont’d.)<br />
DireCtors’ reMunerAtion<br />
the objective of the group’s policy on directors’ remuneration is to ensure that the group attracts<br />
and retains directors of the calibre needed to run the group successfully. in the case of Executive<br />
director, the component parts of remuneration are structured so as to link rewards to corporate and<br />
individual performances. in the case of Non-Executive directors, the level of remuneration reflects the<br />
experience and level of responsibilities undertaken by the Non-Executive director concerned.<br />
the remuneration Committee (details of the remuneration Committee are set out on page 34) is<br />
responsible for setting the policy framework and for making recommendations to the board on all<br />
elements of the remuneration and other terms of employment of each Executive director. the Executive<br />
directors abstain from the deliberations and voting decisions in respect to their remuneration.<br />
the shareholders at the annual general meeting approve the aggregate annual directors’ fees for Non-<br />
Executive directors. the board decides the determination of the fees for each Non-Executive director.<br />
details of directors’ remuneration from the group for the financial year ended 31 march 2009<br />
distinguishing between Executive and Non-Executive directors, with categorisation into appropriate<br />
components and the number of directors whose remuneration falls into each successive band of<br />
rm50,000 are set out below:<br />
grouP<br />
executive non-executive<br />
directors director total<br />
rm rm rm<br />
directors’ fees – 515,858 515,858<br />
salaries 581,979 – 581,979<br />
benefits & allowances 104,648 177,662 282,310<br />
total 686,627 693,520 1,380,147<br />
executive non-executive<br />
directors’ remuneration director directors total<br />
0 – rm50,000 – 6 6<br />
rm50,001 – rm100,000 – 6 6<br />
rm650,001 – rm700,000 1 – 1<br />
total 1 12* 13<br />
* included two (2) Non-Executive directors who have resigned during the financial year.<br />
036 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
(a) Directors’ fees<br />
& Meeting Allowances<br />
the shareholders at the annual general<br />
meeting approve the aggregate annual<br />
directors’ fees for Non-Executive directors.<br />
the board determines the fees payable<br />
to each Non-Executive director after<br />
considering comparable organisation and<br />
the level of responsibilities undertaken<br />
by the director. all Non-Executive<br />
directors are paid meeting allowance<br />
to reimburse for their expenses incurred<br />
for attendance at each board and board<br />
Committee meeting.<br />
(b) salaries<br />
the basic salary inclusive of statutory<br />
employer contributions to the<br />
Employees Provident fund for the<br />
senior management is recommended<br />
by the remuneration Committee, taking<br />
into account the performance of the<br />
individual, the consumer price index<br />
and information from independent<br />
sources on the rates of salary for<br />
similar positions in a selected group<br />
of comparable companies. salaries are<br />
reviewed annually.<br />
the board has endorsed the adoption<br />
of key Performance indicators (kPis) as<br />
part of the overall governance to enhance<br />
the management of performance for<br />
the Company. following this, kPis were<br />
formulated for the managing director and<br />
senior management. the performance based<br />
bonuses paid to these personnel are strictly<br />
tied to the attainment of the kPis and overall<br />
achievements. Performance assessments<br />
of these personnel together with the<br />
rewards due were rigorously undertaken<br />
at the remuneration Committee level with<br />
the board making the final determination<br />
pursuant to the recommendations of the<br />
remuneration Committee.
(c) Bonus<br />
the managing director is paid a discretionary<br />
bonus as with the other employees.<br />
the criterion for the discretionary bonus<br />
is dependent on various performance<br />
measures of the Company together with an<br />
assessment of his individual performance<br />
during the period. the remuneration<br />
Committee approves discretionary bonus for<br />
the managing director and management.<br />
(d) Benefits-in-Kind<br />
Other customary benefits, such as car,<br />
driver, allowances, etc are made available<br />
to directors as appropriate.<br />
(e) service Contract<br />
the managing director has a service<br />
contract with the Company. the notice<br />
period for termination of employment under<br />
the service contracts for the managing<br />
director is three (3) months.<br />
sHAreHolDers<br />
Dialogue between the Company and<br />
shareholders/investors<br />
the board values dialogue with investors and<br />
appreciates the keen interest of shareholders and<br />
investors in the group’s performance. the board<br />
acknowledges the need for shareholders to be<br />
informed of all material business matters affecting<br />
the group.<br />
the Company supports the Code’s principle<br />
to encourage shareholders’ participation. the<br />
Company’s articles of association allows a member<br />
entitled to attend and vote to appoint a proxy to<br />
attend and vote instead of the member and also<br />
provide that a proxy need not be a member of<br />
the Company.<br />
in addition to various announcements made<br />
during the year, the timely release of financial<br />
results on a quarterly basis in line with the<br />
bursa malaysia securities berhad’s (“bursa<br />
malaysia”) listing requirements provides<br />
shareholders with an overview of the group’s<br />
performance and operations.<br />
investor relations<br />
037 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
the board values dialogue with investors and appreciates the keen interest of shareholders and<br />
investors in the group’s performance. the board acknowledges the need for shareholders to be<br />
informed of all material business matters affecting the group.<br />
the Company communicates with the shareholders and stakeholders regularly through the timely<br />
release of financial results on a quarterly basis, press releases and announcements to bursa<br />
malaysia which provide shareholders with an overview of the group’s performance and operations.<br />
in addition, the Company initiates dialogues with its shareholders as and when required.<br />
Annual report<br />
the directors believe that an important channel to reach shareholders and investors is<br />
through the annual report. besides including the comprehensive financial performance<br />
and information on the business activities, the group strives to improve the contents of<br />
the annual report in line with developments in corporate governance practices.<br />
the Company’s annual report can be obtained by accessing the Company’s website at<br />
www.eon.com.my.<br />
the Annual General Meeting (AGM)<br />
the Company encourages the exercise of voting rights and constructive dialogue between the<br />
board and the shareholders at the agm, whereby shareholders are given opportunity to pose<br />
their questions on proposed resolutions and the group’s operations. Notice of the agm and<br />
annual reports are sent out to shareholders at least twenty-one (21) days before the date of<br />
the meeting.<br />
besides the normal agenda for the agm, the board presents the progress and performance of the<br />
business as contained in the annual report and provides opportunities for shareholders to raise<br />
questions pertaining to the business activities of the group.<br />
Announcement of Quarterly results for the financial year ended 31 March 2009<br />
the directors view the timely announcement of the quarterly financial results as vital to the dissemination<br />
of information to the shareholders and investors community. the Company has consistently announced<br />
its quarterly results before the bursa malaysia’s deadlines as indicated below:<br />
Announcement of Quarterly<br />
results 2008/2009 Date of Announcement<br />
1st Quarter (30 June 2008) 27 august 2008<br />
2nd Quarter (30 september 2008) 24 November 2008<br />
3rd Quarter (31 december 2008) 24 february 2009<br />
4th Quarter (31 march 2009) 26 may 2009<br />
www.eon.com.my
sTaTemenT on<br />
COrpOrate<br />
gOvernanCe (cont’d.)<br />
Continuing Disclosure of Material information<br />
EON has long observed the continuing disclosure obligation imposed upon a listed issuer by bursa<br />
malaysia. the Company has constantly adopted and applied the principles of best practices in<br />
Corporate disclosure Policy and Procedures as laid down by bursa malaysia.<br />
senior Management personnel in investor relations Activities<br />
any queries regarding the EON group may be conveyed to:<br />
• Y Bhg. Tan Sri Marzuki bin Mohd Noor, Chairman<br />
• Y Bhg. Datuk Syed Hisham bin Syed Wazir, Managing Director<br />
• Y Bhg. Tan Sri Saw Huat Lye, Senior Independent Non-Executive Director<br />
telephone number : 603-2052 8136<br />
facsimile number : 603-2052 8099<br />
ACCountABility AnD AuDit<br />
financial reporting<br />
the directors have a responsibility to present a fair assessment of the group’s position and<br />
prospects in the quarterly reports to bursa malaysia and the annual report to shareholders. the<br />
audit Committee assists the board in scrutinising information for disclosure to ensure accuracy,<br />
adequacy and completeness. the statement of directors’ responsibility for preparing the financial<br />
statements is set out on page 47 of this annual report.<br />
internal Control<br />
the Code requires the board to maintain a sound system of internal control to safeguard<br />
shareholders’ investment and the group’s assets. information on the group’s internal control is<br />
presented in the statement on internal Control laid out on pages 39 to 40.<br />
relationship with the Auditors<br />
the group has always maintained a close and transparent relationship with its auditors in seeking<br />
professional advice and ensuring compliance with the accounting standards in malaysia as well<br />
as meeting the auditors professional requirements. the audit Committee met the external auditors<br />
without the presence of the management to discuss any issues arising from their audit.<br />
the external auditors, messrs PricewaterhouseCoopers has continued to report to the shareholders<br />
of the Company on its opinion which is included as part of the group’s financial reports with<br />
respect to their audit on each year’s statutory financial statements. the auditors also highlight to<br />
the audit Committee and the board of directors on matters that require the board’s attention.<br />
a summary of the activities of the audit Committee during the financial period, including the evaluation<br />
of independent audit process, are set out in the audit Committee report on pages 42 to 45.<br />
038 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
related party transactions<br />
all related party transactions are reviewed by<br />
the audit Committee to ensure compliance<br />
with bursa malaysia listing requirements<br />
and the appropriateness of such transactions<br />
before recommending to the board for its<br />
approval. with regards to recurrent related<br />
party transactions (rrPts), the board has<br />
established and adopted the appropriate<br />
procedures to ensure such transactions will<br />
be negotiated and agreed at an arm’s length<br />
basis, and on normal commercial terms which<br />
are not more favourable to the related parties<br />
than those generally available to the public,<br />
and are not to the detriment of the minority<br />
shareholders of the Company.<br />
the shareholders’ mandate in respect of<br />
rrPts is obtained at the annual general<br />
meeting of the Company on a yearly basis<br />
prior to entering of such transactions. the<br />
breakdown of the aggregate value of the<br />
rrPts transacted during the financial year<br />
ended 31 march 2009 are disclosed on pages<br />
94 to 95 of the annual report in line with<br />
the disclosure and threshold requirements<br />
of bursa malaysia listing requirements.<br />
Other significant related party transactions<br />
are set out under the Notes to the financial<br />
statements on pages 66 to 97 of the annual<br />
report.<br />
this statement has been approved by the<br />
board at its meeting on 26 may 2009.<br />
tan srI marZukI BIn moHd noor<br />
ChairmaN
sTaTemenT on<br />
internal<br />
COntrOl<br />
ThE bOARd OF diRECTORs (ThE bOARd) OF EdARAN OTOMObil NAsiONAl<br />
bERhAd (ThE GROup) pROvidEs ThE FOllOWiNG sTATEMENT ON iNTERNAl<br />
CONTROl OF ThE GROup puRsuANT TO pARAGRAph 15.27 (b) OF ThE lisTiNG<br />
REquiREMENTs OF ThE buRsA MAlAysiA sECuRiTiEs bERhAd.<br />
for the financial year under review, the<br />
board affirms that they are committed to<br />
uphold a sound system of internal control<br />
and risk management practice in addition<br />
to compliance with listing requirements that<br />
includes the assurance of its adequacy and<br />
integrity at all times, and its alignment with<br />
the business objectives.<br />
the board has established a process for<br />
identifying, evaluating and managing significant<br />
risks faced by the group. the board is of the<br />
view that the system of internal control and<br />
risk management practices of the group is<br />
reasonably adequate and effective to safeguard<br />
shareholders’ investments and group’s assets.<br />
No major internal control weaknesses were<br />
039 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
identified that may result in any material loss,<br />
contingency or uncertainty that would require<br />
disclosure in this annual report.<br />
Key internal Control elements<br />
the board is fully committed to ensuring that<br />
a proper control environment is maintained at<br />
the group. the key elements of the group’s<br />
internal control are as follows:<br />
• Organisational Structure<br />
a proper organisational structure with clear<br />
lines of responsibility and accountability<br />
in the group is in place that is directly<br />
aligned to the strategic and operational<br />
demands of the business. Each operational<br />
unit is headed by personnel who are fully<br />
accountable to ensure that the business<br />
activities are implemented in compliance<br />
with the group’s objectives and policies.<br />
• Board Committees<br />
specific board responsibilities have been<br />
delegated to committees established with<br />
formalized and specific terms of reference,<br />
to assist the board in the execution<br />
of its responsibilities. apart from the<br />
management Committee which meets on<br />
a regular basis and is responsible within<br />
the limits of the policies and authorities<br />
delegated by the board, the board is<br />
assisted by the audit, Nomination and<br />
remuneration Committees.<br />
www.eon.com.my
sTaTemenT on<br />
internal<br />
COntrOl (cont’d.)<br />
Please refer to pages 33 to 34 on further<br />
explanations of these board Committees.<br />
• Independent Audit Committee<br />
the audit Committee, whose members<br />
are majority independent Non-Executive<br />
directors, reviews the activities and<br />
resources of the group’s internal audit<br />
function, the financial reporting and<br />
reports of the internal and external<br />
auditors on the adequacy and integrity<br />
of the system of internal control and the<br />
financial results.<br />
Please refer to pages 42 to 45 on the activities<br />
of the audit Committee.<br />
• Internal Audit Function<br />
Effective 1 april 2008, the group’s<br />
internal audit function is centralised<br />
under the purview of the group internal<br />
audit di<strong>vision</strong> (giad) of drb-hiCOm<br />
berhad (the holding Company) to assist<br />
the audit Committee in discharging their<br />
duties effectively. the giad regularly<br />
and systematically reviews the business<br />
processes of the operating units within<br />
the group to evaluate the adequacy<br />
and effectiveness of the group’s<br />
system of internal controls. the audit<br />
observations and status of actions taken<br />
by the management in addressing the<br />
observations raised are reported to the<br />
audit Committee by giad. the planned<br />
corrective and improvement action<br />
are monitored and followed up by the<br />
management together with the giad.<br />
the board of directors is provided with<br />
reasonable assurance that the system<br />
of internal control is adequate and that<br />
the group’s governance, control and risk<br />
management processes are effective.<br />
• Policies and Procedures<br />
Policies and procedures are established,<br />
and where relevant are in line with its<br />
holding Company, to provide sufficient<br />
guidelines and directives for proper<br />
management and conduct of the business<br />
and operation activities of the group.<br />
040 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
• Annual Business Plan and Financial<br />
and operational review<br />
the audit Committee reviews the<br />
quarterly financial statements and<br />
performance of the group before it is<br />
tabled to the board of directors for<br />
their approval. the group undertakes<br />
business planning and budgetary<br />
exercise annually to establish plans and<br />
targets against which performances are<br />
compared and monitored. management<br />
accounts and reports are prepared<br />
monthly for monitoring performances.<br />
• Information and communication<br />
relevant and pertinent information<br />
including the group’s performance<br />
and changes in organization structure<br />
and policies and procedures are<br />
communicated clearly and timely<br />
enabling employees to carry out their<br />
responsibilities effectively.<br />
risK MAnAGeMent<br />
for the financial year under review, the group<br />
(excluding associates and joint ventures) has<br />
in place an ongoing process in identifying,<br />
evaluating and managing the principal risks<br />
faced by the group. it is for this reason that<br />
it continues to embed the risk management<br />
process in the conduct of the day-to-day<br />
business operations to provide reasonable<br />
assurance of achieving the group’s business<br />
objectives while at the same time safeguarding<br />
and enhancing shareholders’ investments and<br />
the company’s assets.<br />
the main objectives of the risk management<br />
are as follows:<br />
• Ensuring proper framework for identifying<br />
and managing risk exposures.<br />
• Ensuring that contingency plans are in<br />
place to handle any crisis situation.<br />
• Improving business performance by<br />
improving decision making and planning.<br />
• Providing a sound basis for integrated<br />
risk management and internal control as<br />
components of good corporate governance.<br />
• Promoting a more innovative culture<br />
in which the taking of calculated risks<br />
in various opportunities to benefit the<br />
organisation is encouraged.<br />
• Fostering an environment where staff<br />
assume responsibility for managing risks.<br />
risk Management framework<br />
the group has formalised its risk management<br />
framework which encompasses the following<br />
key elements:<br />
• A Risk Management Committee. This<br />
is made up of three (3) members and<br />
chaired by the managing director. it<br />
has been established with the objective<br />
to assist the board of directors in<br />
their responsibilities in establishing an<br />
effective risk management system. the<br />
Committee also serves as an oversight<br />
to the board by providing the necessary<br />
information required to understand and<br />
assess the risks.<br />
the risk management Committee is<br />
guided by its terms of reference and the<br />
risk management Policy. it is assisted<br />
by a risk manager whose function is to<br />
facilitate the risk management Process.<br />
• A database of all risks and its corresponding<br />
controls which have been identified has<br />
been created. the information is used<br />
to produce a detailed risk register, and<br />
individual risk profiles for the business and<br />
support units. key risk to each business<br />
and support unit’s objectives are identified<br />
and scored for likelihood of the risks<br />
occurring and the magnitude of impact.<br />
• A consolidated risk profile of the Group<br />
was developed which, together with a<br />
report of the key findings, was discussed<br />
in the risk management Committee<br />
meetings in april, august, November<br />
2008 and february 2009 before being<br />
submitted to the audit Committee and<br />
subsequently to the board of directors.<br />
this statement has been approved by the<br />
board at its meeting on 26 may 2009.
isk<br />
management<br />
EON RECOGNisEs ThE iMpORTANCE OF sOuNd<br />
iNTERNAl CONTROls ANd RisK MANAGEMENT<br />
pRACTiCEs TO GOOd CORpORATE GOvERNANCE.<br />
iT is FOR This REAsON ThAT iT CONTiNuEs TO EMbEd<br />
ThE RisK MANAGEMENT pROCEss iN ThE CONduCT OF<br />
ThE dAy-TO-dAy busiNEss OpERATiONs TO pROvidE<br />
REAsONAblE AssuRANCE OF AChiEviNG ThE GROup’s<br />
busiNEss ObJECTivEs WhilE AT ThE sAME TiME<br />
sAFEGuARdiNG ANd ENhANCiNG shAREhOldERs’<br />
iNvEsTMENTs ANd ThE COMpANy’s AssETs.<br />
the main objectives of the risk management are as follows:<br />
• Ensuring proper framework for identifying and managing risk exposures.<br />
• Ensuring that contingency plans are in place to handle any crisis situation.<br />
• Improving business performance by improving decision-making and planning.<br />
• Providing a sound basis for integrated risk management and internal control as components<br />
of good corporate governance.<br />
• Promoting a more innovative culture in which the taking of calculated risks in various<br />
opportunities to benefit the organisation is encouraged.<br />
• Fostering an environment where staff assume responsibility for managing risks.<br />
041 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
risK MAnAGeMent frAMeworK<br />
the group has formalised its risk management<br />
framework which encompasses the following<br />
key elements:-<br />
• A Risk Management Committee. This<br />
is made up of three (3) members and<br />
chaired by the managing director. it has<br />
been established with the objective to<br />
assist the board in their responsibilities in<br />
establishing an effective risk management<br />
system. the Committee also serves as<br />
an oversight to the board by providing<br />
the necessary information required to<br />
understand and assess the risks.<br />
the risk management Committee<br />
is guided by its terms of reference<br />
and the risk management Policy.<br />
it is assisted by a risk manager<br />
whose function is to facilitate the risk<br />
management Process.<br />
• A database of all risks and its<br />
corresponding controls which have<br />
been identified has been created. the<br />
information is used to produce a detailed<br />
risk register, and individual risk profiles<br />
for the business and support units. key<br />
risks to each business and support unit’s<br />
objectives are identified and scored for<br />
likelihood of the risks occurring and the<br />
magnitude of impact.<br />
• A consolidated risk profile of the Group<br />
was developed which, together with a<br />
report of the key findings was discussed<br />
in the risk management Committee<br />
meetings in april, august, November<br />
2008 and february 2009 before being<br />
submitted to the audit Committee and<br />
subsequently to the board of directors.<br />
risK MAnAGeMent proCess<br />
there is in place a formal and on-going process<br />
to identify, evaluate and manage significant<br />
risks faced by the group. this process entails<br />
the overall establishment of an appropriate<br />
framework to embed risk management in the<br />
process and activities of the group.<br />
www.eon.com.my
eporT of The<br />
bOard audit<br />
COmmittee<br />
ThE bOARd OF diRECTORs OF EdARAN OTOMObil NAsiONAl bERhAd is plEAsEd<br />
TO pREsENT ThE REpORT OF ThE AudiT COMMiTTEE FOR ThE FiNANCiAl yEAR ENdEd<br />
31 MARCh 2009.<br />
CoMposition<br />
the composition of the audit Committee<br />
appointed by the board from amongst its<br />
members comprises the following, all of whom<br />
are independent Non-Executive directors. One<br />
of the audit Committee members is a member<br />
of the malaysian institute of accountants.<br />
Chairman<br />
y bhg. tan sri saw huat lye<br />
(senior independent Non-Executive director)<br />
Members<br />
mr. Ooi teik huat<br />
(independent Non-Executive director)<br />
appointed w.e.f. 7 November 2008<br />
Encik lukman bin ibrahim<br />
(Non-independent Non-Executive director)<br />
appointed w.e.f. 1 June 2009<br />
y bhg. datuk abdul hamid bin sawal<br />
(independent Non-Executive director)<br />
resigned w.e.f. 1 June 2009<br />
y bhg. dato’ mohd redza shah bin abdul wahid<br />
(Non-independent Non-Executive director)<br />
resigned w.e.f. 3 November 2008<br />
042 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
four audit Committee meetings were held for the financial year ended 31 march 2009 and details<br />
of attendance of the Committee members were as follows:<br />
members attendance attendance<br />
y bhg. tan sri saw huat lye all 4 meetings<br />
mr. Ooi teik huat 2 out of 2 meetings<br />
(appointed w.e.f. 7 November 2008)<br />
Encik lukman bin ibrahim Not applicable<br />
(appointed w.e.f. 1 June 2009)<br />
y bhg. datuk abdul hamid bin sawal all 4 meetings<br />
(resigned w.e.f. 1 June 2009)<br />
y bhg. dato’ mohd redza shah bin abdul wahid 2 out of 2 meetings<br />
(resigned w.e.f. 3 November 2008)<br />
terMs of referenCe of tHe BoArD AuDit CoMMittee<br />
Quorum<br />
the quorum for the audit Committee meeting shall be two members and the majority of members<br />
present must be independent directors.<br />
terms of reference<br />
the audit Committee has written terms of reference that deal with its authority and duties.<br />
Meetings and Attendance<br />
(1) the audit Committee shall meet at least four times each year and the events in which they<br />
shall meet are as follows:<br />
(a) prior to the current year’s audit;<br />
(b) prior to the board’s approval of the announcement of the quarterly results to bursa<br />
malaysia securities berhad (bursa malaysia); and<br />
(c) prior to the approval of the financial statements by the full board.<br />
(2) the external auditor has the right to appear and be heard at any meeting of the audit Committee<br />
and shall appear before the Committee when required to do so by the Committee.<br />
(3) upon the request of the external auditor, the Chairman of the audit Committee shall convene<br />
a meeting of the Committee to consider any matter the external auditor believes should be<br />
brought to the attention of the directors or shareholders.<br />
(4) as necessary or desirable, the Chairman may request that other directors, members of<br />
management, the internal auditor, employees and representatives of the external auditor<br />
attend any particular audit Committee meeting only at the audit Committee’s invitation,<br />
specific to the relevant meeting.
(5) the Company secretary of the Company<br />
shall be present at all meetings to<br />
record minutes.<br />
(6) minutes of all meetings shall be prepared<br />
and sent to the audit Committee<br />
members and the Company directors<br />
who are not members of the audit<br />
Committee. a copy of the minutes shall<br />
be filed at the Company.<br />
Authority<br />
(1) the audit Committee may regulate its<br />
own procedures, in particular, the calling<br />
of meetings, the notice to be given of such<br />
meetings, the voting and proceedings<br />
of such meetings, the keeping of<br />
minutes and the custody, production and<br />
inspection of such minutes.<br />
(2) the audit Committee in performance of its<br />
duties shall, in accordance with a procedure<br />
to be determined by the board of directors<br />
and at the cost of the Company:<br />
(a) have the authority to investigate<br />
any matter of the Company and<br />
its subsidiaries within its terms<br />
of reference and all employees<br />
shall be directed to cooperate as<br />
requested by members of the audit<br />
Committee;<br />
(b) be empowered to retain persons<br />
having special competence as<br />
necessary and have the resources<br />
that are required to assist the<br />
audit Committee in fulfilling its<br />
responsibilities;<br />
(c) have full and unrestricted access<br />
to any information pertaining to<br />
the Company;<br />
(d) have direct communication<br />
channels with the external and<br />
the internal auditors at all times<br />
and the Chairman of the audit<br />
Committee may call a meeting<br />
whenever he deems it necessary;<br />
(e) be able to obtain independent<br />
professional or other advice; and<br />
(f) be able to convene meetings with<br />
the external auditor, excluding<br />
the attendance of the executive<br />
members of the Committee<br />
whenever deemed necessary.<br />
043 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
(3) the audit Committee shall have the<br />
power to instruct the internal auditor<br />
to carry out investigations if deemed<br />
necessary and to submit reports arising<br />
there from to the audit Committee.<br />
responsibilities<br />
the audit Committee shall:<br />
(1) serve as a focal point for communications<br />
between non-committee directors, the<br />
external auditor, the internal auditor and<br />
the Company’s management as their<br />
duties relate to financial accounting,<br />
reporting and controls;<br />
(2) report formally to the board of directors<br />
and shall assist the board of directors<br />
in fulfilling its fiduciary responsibilities<br />
as to accounting policies and reporting<br />
practices of the Company and the<br />
sufficiency of auditing thereto;<br />
(3) be the board’s principal agent in<br />
assuring the independence of the<br />
Company’s external auditor, the integrity<br />
of management and the adequacy<br />
of disclosures to shareholders. the<br />
opportunity of the external auditor to<br />
meet with the entire board of directors<br />
as needed is not restricted, however;<br />
(4) have familiarity through the individual<br />
efforts of its members, with the<br />
accounting and reporting principles and<br />
practices applied by the Company in<br />
preparing its financial statements. the<br />
audit Committee shall make or cause<br />
to be made all necessary inquiries of<br />
management and the external auditor<br />
concerning established standards of<br />
corporate conduct and performance and<br />
deviations there from.<br />
scope and functions<br />
the audit Committee shall, amongst others,<br />
discharge the following functions:-<br />
(1) review the audit plan with the external<br />
auditor prior to the annual audit. the<br />
scope and general extent of the external<br />
auditor’s audit examination, including the<br />
engagement letter, and confirmation that<br />
management has placed no restrictions<br />
as to the scope and extent thereto.<br />
the external auditor’s fees are to be<br />
arranged with management and annually<br />
summarised for the audit Committee’s<br />
review. the audit Committee’s review<br />
should entail an understanding from the<br />
external auditor of the factors considered<br />
by the external auditor in determining<br />
the audit scope including:-<br />
(a) industry and business risk<br />
characteristics of the Company;<br />
(b) external reporting requirements;<br />
(c) materiality of the various segments<br />
of the Company’s consolidated<br />
and non-consolidated activities;<br />
(d) quality of accounting and his<br />
evaluation of the system of<br />
internal controls;<br />
(e) extent of involvement of internal<br />
audit in the audit examination;<br />
(f) review of the scope, nature of<br />
work and results of the internal<br />
audit procedures; and<br />
(g) other areas to be covered during<br />
the audit engagement.<br />
(2) Evaluate the cooperation received by<br />
the external auditor during the audit<br />
examination, including access to all<br />
requested records, data and information;<br />
elicit the comments of management<br />
regarding the responsiveness of the<br />
external auditor to the Company’s needs;<br />
inquire of the external auditor whether<br />
there have been any disagreements with<br />
management which if not satisfactorily<br />
resolved would have caused the issue of<br />
a non-standard report on the Company’s<br />
financial statements.<br />
(3) review the quarterly results, year end<br />
financial statements and press releases<br />
with management prior to them being<br />
approved by the board of directors<br />
focusing particularly on:<br />
(a) changes in or implementation of<br />
major accounting policy changes;<br />
(b) significant and unusual events;<br />
and<br />
(c) compliance with accounting standards<br />
and other legal requirements.<br />
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eporT of The<br />
bOard audit<br />
COmmittee (cont’d.)<br />
(4) review any letter of resignation from<br />
the external auditor of the Company;<br />
review as to whether there is reason<br />
(supported by grounds) to believe that<br />
the Company’s external auditor is not<br />
suitable for reappointment;<br />
recommend the nomination of a person<br />
or persons as external auditor.<br />
(5) review with the Company’s management,<br />
internal auditor and external auditor, the<br />
suitability and adequacy of accounting<br />
policies and practices, its compliance with<br />
any regulatory or other external financial<br />
reporting controls and requirements.<br />
(6) review the extent of non-audit services<br />
provided by the external auditor and<br />
such other responsibilities as may be<br />
agreed to by the audit Committee and<br />
the board of directors.<br />
(7) review with management and the<br />
external auditor, upon completion of the<br />
audit, the financial results of the year<br />
prior to their release to the public. this<br />
review shall encompass the following:<br />
(a) the audit report;<br />
(b) the Company’s annual report to<br />
shareholders including the financial<br />
statements and supplemental<br />
disclosures required by generally<br />
accepted accounting principles and<br />
approved accounting standards;<br />
(c) the Corporate governance<br />
statement and internal Control<br />
statement in the Company’s<br />
annual report to shareholders;<br />
(d) significant related party transactions<br />
that may arise within the Company<br />
or group;<br />
(e) significant transactions not a<br />
normal part of the Company and<br />
its subsidiaries’ operations;<br />
(f) significant adjustments proposed<br />
by the external auditor;<br />
(g) changes, if any, during the year<br />
in the Company’s accounting<br />
principles or their applications<br />
and the level of prudence applied<br />
in areas requiring judgement;<br />
044 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
(h) the coordination of the audit<br />
approach between the external<br />
and internal auditors; and<br />
(i) the effectiveness of management<br />
information and other systems of<br />
control within the Company.<br />
(8) identify principal risks and ensure the<br />
implementation of appropriate systems<br />
to manage these risks;<br />
approve and adopt the recommendations<br />
made by the risk management<br />
Committee particularly in managing<br />
the existing risks, including new risks<br />
identified, action plans proposed by<br />
management in mitigating the risks<br />
and removing risks which have been<br />
addressed by management as presented<br />
in the risk management report.<br />
(9) review the adequacy and the integrity of<br />
the Company’s internal control systems<br />
and management information systems,<br />
including systems for compliance with<br />
applicable laws, regulations, rules,<br />
directives and guidelines;<br />
(10) review any related party transaction<br />
and conflict of interests situation that<br />
may arise within the Company or group<br />
including any transaction, procedure or<br />
course of conduct that raises questions<br />
of management integrity;<br />
(11) review the adequacy of the scope,<br />
functions and resources of the internal<br />
audit di<strong>vision</strong> and that it has the necessary<br />
authority to carry out its work;<br />
(12) review the internal audit programme,<br />
processes, the results of the internal audit<br />
programme, processes or investigation<br />
undertaken and whether or not appropriate<br />
action is taken on the recommendations<br />
of the internal audit function;<br />
(13) review appraisal or assessment of the<br />
performance of members of the internal<br />
audit function, approve any appointment<br />
or termination of senior staff members<br />
of the internal audit function and inform<br />
itself of resignations of internal audit<br />
staff members and provide the resigning<br />
staff member an opportunity to submit<br />
his reasons for resigning;<br />
(14) Consider the major findings of internal<br />
investigations and management’s<br />
responses;<br />
(15) discuss with the external auditor,<br />
the quality of the financial and<br />
accounting personnel, and any relevant<br />
recommendations, which the external<br />
auditor may have, including those in<br />
the audit Committee report. topics to<br />
be considered during this discussion<br />
include improving financial controls, the<br />
selection of accounting principles and<br />
management reporting system.<br />
review written responses of management<br />
through audit Committee report from<br />
the external auditor;<br />
(16) discuss with management, the scope<br />
and quality of accounting and financial<br />
reporting controls in effect;<br />
(17) inform the board of directors, through<br />
minutes and special presentations as<br />
necessary, of significant developments in<br />
the course of performing the above duties;<br />
(18) recommend to the board of directors<br />
any appropriate extension or changes in<br />
the duties of the audit Committee; and<br />
(19) where the audit Committee is of the<br />
view that a matter reported by it to<br />
the board of directors has not been<br />
satisfactorily resolved resulting in a<br />
breach of the bursa malaysia’s listing<br />
requirements, the audit Committee<br />
must promptly report such matter to<br />
bursa malaysia.<br />
suMMAry of ACtiVities of tHe<br />
AuDit CoMMittee<br />
the audit Committee plays the role of the<br />
governance body to assist the board to<br />
implement and support the oversight function<br />
in accordance with the terms of reference of<br />
the audit Committee. the following activities<br />
were carried out by the audit Committee during<br />
the financial year ended 31 march 2009:<br />
a) financial results and Corporate governance<br />
• R e v i e w e d t h e q u a r t e r l y<br />
unaudited financial results and<br />
announcements to bursa malaysia<br />
before recommending to the<br />
board for approval.
• R e v i e w e d t h e C o m p a n y ’s<br />
compliance with the listing<br />
requirements of bursa malaysia,<br />
financial reporting standards<br />
issued by the malaysian<br />
accounting standard board<br />
(“masb”) and other legal and<br />
regulatory requirements.<br />
• Reviewed the audited annual<br />
financial statements of the<br />
Company prior to submission to<br />
the board for their consideration<br />
and approval prior to submitting<br />
the results to bursa malaysia.<br />
• Reviewed the Corporate Governance<br />
statement and statement on<br />
internal Control pursuant to the<br />
listing requirements of bursa<br />
malaysia.<br />
• Reviewed the Related Party<br />
transactions (“rPt”) entered by<br />
the Company for compliance<br />
with bursa malaysia listing<br />
requirements;<br />
b) External audit<br />
• Reviewed the external auditors’<br />
scope of work and audit plan<br />
prior to the commencement of<br />
the audit for the financial year.<br />
• Reviewed with the external<br />
auditors the results of audit of<br />
the financial statements and their<br />
report as well as the management<br />
responses.<br />
• Evaluated the services provided<br />
by the external auditors and made<br />
recommendation to the board for<br />
approval of the audit fees and<br />
their reappointment.<br />
• Met with the external auditors<br />
during a year without the presence<br />
of the management.<br />
c) internal audit<br />
• Reviewed the internal audit reports<br />
presented by the group internal<br />
audit di<strong>vision</strong> (giad) on findings<br />
and recommendation with respect<br />
to the adequacy and reliability of<br />
the internal control system of the<br />
045 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
Company based on improvement<br />
opportunities identified in the internal<br />
audit reports.<br />
• Reviewed and appraised the<br />
adequacy and effectiveness<br />
of management responses and<br />
action in handling and resolving<br />
the audit issues reported.<br />
• Reviewed and approved the<br />
annual internal audit Plan for the<br />
financial year 2009/10 to ensure<br />
adequacy of the audit scope and<br />
coverage over the activities of the<br />
Company.<br />
• Reviewed adequacy of resources<br />
of the internal audit function to<br />
enable effective discharge of its<br />
responsibilities and execution of<br />
the internal audit activities.<br />
d) risk management<br />
• Identified principal risks and<br />
ensured the implementation of<br />
appropriate systems to manage<br />
these risks;<br />
• Approved and adopted the<br />
recommendations made by the<br />
risk management Committee<br />
particularly in managing the<br />
existing risks, including new risks<br />
identified, action plans proposed<br />
by management in mitigating<br />
the risks and removing risks<br />
which have been addressed by<br />
management as presented in the<br />
risk management report.<br />
internAl AuDit funCtion<br />
the Company’s internal audit function is<br />
centrally managed by the group internal audit<br />
di<strong>vision</strong> (giad) of its holding Company, drbhiCOm<br />
berhad with effect from 1 april 2008<br />
to undertake its activities independently and<br />
objectively to assist the audit Committee in<br />
discharging its duties and responsibilities<br />
effectively. the head of the giad reports<br />
directly to the audit Committee.<br />
the primary responsibility of the giad is to<br />
undertake regular and systematic reviews of<br />
the system of internal control of operating<br />
units and functions within the Company<br />
and eventually enable to provide reasonable<br />
assurance to the audit Committee whether the<br />
system is adequately designed and operating<br />
in an effective manner.<br />
within giad’s staff force of twenty one<br />
auditors, the head of giad together with a<br />
team of auditors comprising one manager<br />
and three team members designated for EON<br />
audits executed the audit engagements of<br />
the Company based on the annual internal<br />
audit Plan for financial year ended 31 march<br />
2009. the audit engagements encompassed<br />
scheduled and investigative audits covering<br />
the management and operational controls of<br />
the activities undertaken by the operating<br />
units and functions within the Company.<br />
the giad completed 34 audits in the financial<br />
year ended 31 march 2009, comprising<br />
subsidiaries, di<strong>vision</strong>s and branches. None of<br />
the components of the internal audit function<br />
were outsourced to external service providers.<br />
the costs incurred for the internal audit<br />
function of the Company was in the region<br />
of rm480,000 in respect of the financial year<br />
ended 31 march 2009.<br />
during the financial year under review, the<br />
results of work accomplished by giad, the<br />
audit issues raised and the management<br />
responses and action plans were presented<br />
to and reviewed by the audit Committee.<br />
the management of the operating units<br />
and functions audited were responsible to<br />
ensure the implementation of their action<br />
plans within the time frame specified. in this<br />
regard, the internal control weaknesses were<br />
identified and brought to the attention of the<br />
management, all of which have been, or are<br />
being addressed by the management for<br />
necessary corrective action and improvement<br />
of the internal control system of the Company.<br />
the giad monitored the actions taken by the<br />
management and reviewed and updated the<br />
status in the subsequent follow-up audits and<br />
reporting to the audit Committee.<br />
None of the weaknesses have resulted in any<br />
material losses, contingencies or uncertainties<br />
that would require separate disclosure in the<br />
Company’s annual report.<br />
www.eon.com.my
addiTional<br />
COmplianCe<br />
infOrmatiOn<br />
ThE FOllOWiNG<br />
iNFORMATiON<br />
is pROvidEd iN<br />
CONFORMANCE TO ThE<br />
lisTiNG REquiREMENTs<br />
OF buRsA MAlAysiA<br />
sECuRiTiEs bERhAd:<br />
1. utilisAtion of proCeeDs<br />
during the financial year, there was no<br />
corporate proposal involving fund raising.<br />
2. sHAre BuyBACKs<br />
during the financial year, there was no<br />
share buyback by the Company.<br />
3. options, wArrAnts or<br />
ConVertiBle seCurities<br />
the Company has not issued any option,<br />
warrant or convertible security during<br />
the financial year.<br />
4. AMeriCAn Depository<br />
reCeipt (“ADr”) or GloBAl<br />
Depository reCeipt (GDr”)<br />
during the financial year, the Company<br />
did not sponsor any adr and gdr<br />
programme.<br />
5. VAriAtion in results<br />
the Company did not release or announce<br />
any profit estimate, forecast or projection<br />
during the financial year under review.<br />
6. profit GuArAntee<br />
during the financial year, there was no<br />
profit guarantee issued by the Company.<br />
7. stAteMent on reVAluAtion<br />
poliCy<br />
the group does not have any revaluation<br />
policy.<br />
8. sAnCtions AnD/or<br />
penAlties<br />
during the financial year, there was<br />
no sanction and/or penalty imposed<br />
on the Company and its subsidiaries,<br />
directors or management by the relevant<br />
regulatory bodies.<br />
9. non-AuDit fees<br />
046 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
the amount of non-audit fees paid and payable to the external auditors and their affiliated<br />
companies by the Company and its subsidiaries for the financial year ended 31 march<br />
2009 are as follows:<br />
PricewaterhouseCoopers rm12,500<br />
PricewaterhouseCoopers taxation services sdn bhd rm114,200<br />
10. MAteriAl ContrACts<br />
there is no material contract including contract relating to loans (not being contract entered<br />
into in the ordinary course of business) of the Company and its subsidiaries, involving<br />
directors’ and major shareholders’ interests, either still subsisting at the end of the financial<br />
year or entered into since the end of the previous financial period.<br />
11. reCurrent relAteD pArty trAnsACtions of A reVenue or<br />
trADinG nAture<br />
by a resolution of the annual general meeting of the Company held on 27 august 2008,<br />
a mandate was granted by the shareholders for recurrent related party transactions of<br />
a revenue or trading nature, to be entered into during the period 28 august 2008 to 30<br />
september 2009 between the Company or its subsidiary companies and related parties,<br />
the latter being based on estimates. as required, below is a listing of the said transactions<br />
by related companies that are more than rm6 million as having been actually entered into<br />
during the financial year ended 31 march 2009:-<br />
transacted<br />
values from<br />
Interested directors, 1 april 2008 to<br />
transacting major shareholders & 31 march 2009<br />
parties persons connected nature of transaction rm’000<br />
mitsubishi major shareholder Purchase of motor 277,711<br />
motors mitsubishi Corporation vehicles/related<br />
malaysia sdn bhd kualapara (m) sdn bhd spare parts<br />
rin kei mei<br />
director<br />
keizo Ono<br />
rin Nan lun<br />
uni asia major shareholder insurance commission 10,684<br />
general - drb-hiCOm berhad and claims received<br />
insurance berhad - hiCOm holdings<br />
berhad<br />
- gadek (malaysia)<br />
berhad<br />
- mega Consolidated<br />
sdn bhd<br />
- Etika strategi<br />
sdn bhd<br />
- tan sri dato’ seri<br />
syed mokhtar shah<br />
bin syed Nor<br />
director<br />
datuk haji mohd<br />
khamil bin Jamil
sTaTemenT of<br />
direCtOrs’ respOnsibility fOr<br />
preparing the finanCial statements<br />
ThE diRECTORs ARE REquiREd by ThE COMpANiEs<br />
ACT, 1965 (“ThE ACT”) TO pREpARE FiNANCiAl<br />
sTATEMENTs FOR EACh FiNANCiAl yEAR ThAT GivE<br />
A TRuE ANd FAiR viEW OF ThE sTATE OF AFFAiRs OF<br />
ThE COMpANy ANd ThE GROup AT ThE ENd OF ThE<br />
FiNANCiAl yEAR ANd OF ThE REsulTs ANd CAsh<br />
FlOWs OF ThE COMpANy ANd ThE GROup FOR ThE<br />
FiNANCiAl yEAR. As REquiREd by ThE ACT ANd ThE<br />
lisTiNG REquiREMENTs OF ThE buRsA MAlAysiA<br />
sECuRiTiEs bERhAd, ThE FiNANCiAl sTATEMENTs<br />
hAvE bEEN pREpAREd iN ACCORdANCE WiTh ThE<br />
MAlAysiAN ACCOuNTiNG sTANdARds bOARd<br />
AppROvEd ACCOuNTiNG sTANdARds iN MAlAysiA<br />
FOR ENTiTiEs OThER ThAN pRivATE ENTiTiEs ANd<br />
ThE pROvisiONs OF ThE ACT. iN pREpARiNG ThE<br />
FiNANCiAl sTATEMENTs FOR ThE yEAR ENdEd<br />
31 MARCh 2009 sET OuT ON pAGEs 54 TO 97, ThE<br />
diRECTORs hAvE:<br />
047 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
• adopted appropriate accounting policies,<br />
consistently applied and supported by<br />
reasonable and prudent judgements and<br />
estimates;<br />
• ensured that all applicable accounting<br />
standards have been followed; and<br />
• prepared financial statements on the<br />
going concern basis as the directors<br />
have a reasonable expectation, having<br />
made enquiries that the Company and<br />
the group have adequate resources to<br />
continue in operational existence for the<br />
foreseeable future.<br />
the directors have responsibility for ensuring that<br />
the Company and the group keep accounting<br />
records that disclose with reasonable accuracy<br />
the financial position of the Company and the<br />
group that enable them to ensure that the<br />
financial statements comply with the act.<br />
the directors have overall responsibility for taking<br />
such steps as are reasonably open to them to<br />
safeguard the assets of the group and to prevent<br />
and detect fraud and other irregularities.<br />
this statement has been approved by the<br />
board on 26 may 2009.<br />
www.eon.com.my
sTaTemenT on corporaTe<br />
sOCial respOnsibility<br />
WhilE ENsuRiNG ThE susTAiNAbiliTy<br />
OF OuR busiNEssEs, EON hAs AlsO<br />
AlWAys uphEld ThE iMpORTANCE<br />
OF CulTivATiNG GOOd CORpORATE<br />
sOCiAl REspONsibiliTy pRACTiCEs.<br />
WE CONTiNuE TO plAy OuR pART As<br />
A REspONsiblE CORpORATE CiTizEN<br />
iN ThE AREAs OF ThE COMMuNiTy,<br />
EMplOyEE sAFETy, ThE ENviRONMENT<br />
ANd ThE sTAKEhOldER ENGAGEMENT.<br />
048 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
despite the year under review’s challenging business environment,<br />
we continued to undertake corporate social responsibility initiatives<br />
that strengthened our reach to communities as well as enhanced the<br />
competitiveness of our business.<br />
eDuCAtinG CoMMunities<br />
in supporting the government’s initiatives in the area of road safety, august<br />
2008 saw EON launching an edutainment programme, namely the kids<br />
street smart safety Programme (“kiss”). realising that there have been<br />
many pedestrian-related fatalities in our country with a high number of<br />
such cases involving school children below the age of 16, EON introduced<br />
the kiss Programme to proactively raise children’s understanding of road<br />
safety issues in a light, fun and entertaining manner.<br />
the kiss Programme highlights three key messages emphasising<br />
road safety – that is to stay safe on foot, wheels, as well as on the<br />
road with the tagline “think, stop, look, listen and live”. staying<br />
safe on foot places an emphasis on youngsters acquiring street<br />
sense and playing it safe when walking or crossing the road. besides<br />
these three core elements, kiss also aims to educate children about<br />
vehicle-related elements such as the use of genuine parts to further<br />
ensure the safety of car passengers. through collaboration with Proton
Parts Centre (“PPC”), both EON and PPC will<br />
educate target audiences about the various<br />
parts found in a car and the importance of<br />
this for sustainability.<br />
EON has toured several schools, most of which<br />
are in the klang valley, to bring the kiss<br />
Programme closer to youngsters. we are also<br />
simultaneously reaching out to more youngsters<br />
nationwide through our “bandar EON” interactive<br />
online games on our website.<br />
enHAnCinG tHe worKplACe<br />
EON appreciates the contributions and support<br />
of our employees in relation to the growth of<br />
our business and the creation of a harmonious<br />
working environment. we are committed to<br />
giving all employees an equal chance when it<br />
comes to career opportunities and we treat all<br />
staff equally regardless of their religion, race,<br />
gender, age or nationality. in recognition of our<br />
employees’ commitment and their constant<br />
support, we continue to recognise employees<br />
that have been loyal to the Company for 10<br />
and 20 years via our long service award<br />
049 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
programme. the programme for the year<br />
under review was held throughout the nation<br />
to reflect EON’s appreciation and gratitude for<br />
its employees’ long service.<br />
we are committed to creating and maintaining<br />
a safe and healthy working environment for<br />
employees and all our workplaces comply<br />
with the requirements of isO 9001:2000.<br />
Continuous training and safety workshops<br />
ensure a high level of awareness of safety<br />
requirements at all levels of the organisation.<br />
proteCtinG tHe enVironMent<br />
EON is committed to bringing its resources to bear<br />
in creating and maintaining a better and safer<br />
environment. through our subsidiary, automotive<br />
Conversion Engineering sdn bhd (“aCE”), we<br />
have embarked on the “green Project” to promote<br />
community involvement in the way of reducing<br />
petrol and diesel emissions by advocating greater<br />
use of natural gas vehicles (“Ngv”). via aCE’s<br />
Ngv initiatives we are supporting both private and<br />
public sectors initiatives that aim to create and<br />
develop a green environment in malaysia.<br />
Conscious of global warming and climate<br />
change issues as a result of industrial<br />
activities, we ensure that all our operations are<br />
in compliance with environmental and legal<br />
requirements that uphold the preservation<br />
of the environment. scheduled waste<br />
management is one of EON’s top priorities<br />
and we ensure that all such waste is properly<br />
managed and disposed in conformance with<br />
isO 9001:2000 requirements.<br />
enGAGinG witH stAKeHolDers<br />
we are committed to engaging with our<br />
stakeholders and ensuring that their interests<br />
are well taken care of. we make every effort to<br />
provide first class services and meet customer<br />
satisfaction through continuous improvements<br />
in productivity, technology, communication,<br />
innovation, processes and services. Our<br />
continuous commitment to delivering quality<br />
services and products will ensure that EON<br />
captures higher returns which in turn will<br />
benefit our stakeholders in the long run.<br />
www.eon.com.my
Year<br />
2008/2009<br />
events<br />
fiesta gegar Olimpik 2008 in conjunction with hari armada tldm 2008<br />
at lumut Naval base, Perak.<br />
the third round of fiesta gegar Olimpik<br />
2008 at miri, sarawak.<br />
the launch of bandar EON-kids street smart &<br />
safety Program by y bhg. datuk syed hisham<br />
syed wazir at sk Precinct 8 Putrajaya.<br />
050 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
the second round of fiesta gegar Olimpik<br />
2008 at kemaman terengganu.<br />
the launch of audi a4 by deputy Prime minister of malaysia at audi hangar, glenmarie.<br />
majlis berbuka Puasa 2008.
audi tt won the autocar asean award for 2008 under the category of<br />
small luxury hatchback / Coupe.<br />
bandar EON fun school Program rolls out at<br />
sk ttdi Jaya, shah alam.<br />
audi won asian auto-bosch fuel Efficiency award 2008.<br />
051 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report<br />
mitsubishi triton lite won the auto Car asean award 2008 for third<br />
consecutive year.<br />
mitsubishi triton 3.2l won the award Nst – maybank of the year 2008.<br />
EON participated in sahabat alam Camp at taman wetland Putrajaya<br />
in collaboration with bank rakyat and utusan karya.<br />
www.eon.com.my
052 edaran oTomobil nasional berhad (119767-x)<br />
2009 Annual Report
053 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Directors’ Report 054<br />
Statements by Directors 058<br />
Statutory Declaration 058<br />
Independent Auditors’ Report 059<br />
Income Statements 060<br />
Balance Sheets 061<br />
Consolidated Statements of Changes in Equity 062<br />
Company Statements of Changes in Equity 063<br />
Cash Flow Statements 064<br />
Notes to the Financial Statements 066<br />
www.eon.com.my
directors’ report<br />
The Directors are pleased to submit their report together with the audited financial statements of the Group and Company for the financial year<br />
ended 31 March 2009.<br />
PRINCIPAL ACTIVITIES<br />
The Company is principally engaged in the marketing of Proton motor vehicles and related spare parts and servicing of vehicles.<br />
The Group is primarily engaged in the marketing of vehicles and related spare parts. The principal activities of the subsidiaries, jointly controlled<br />
entities and associates are described in Notes 16, 17 and 18 to the financial statements respectively.<br />
There has been no significant change in the activities of the Group and Company during the financial year.<br />
FINANCIAL RESULTS<br />
054 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
Rm’000 Rm’000<br />
Profit attributable to equity holders 25,679 33,495<br />
DIVIDENDS<br />
The amount of dividends paid or declared by the Company since 31 March 2008 were as follows:<br />
Rm’000<br />
In respect of the financial period ended 31 March 2008 as shown<br />
in the Directors’ Report of that financial period:<br />
Final gross dividend of 13.5 sen per share, less income tax at 26%,<br />
paid on 30 September 2008 24,874<br />
In respect of the financial year ended 31 March 2009:<br />
Special tax exempt dividend of RM1.00 per share, paid on 25 July 2008 248,993<br />
Interim dividend of 8.0 sen per share, less income tax at 25%,<br />
paid on 25 March 2009 14,940<br />
288,807<br />
The Directors now recommend the payment of a final dividend of 2 sen per share less income tax at 25%, amounting to approximately RM3,735,000<br />
for the financial year ended 31 March 2009, subject to shareholders’ approval at the forthcoming Annual General Meeting of the Company.<br />
RESERVES AND PRoVISIoNS<br />
All material transfers to or from reserves and pro<strong>vision</strong>s during the financial year are shown in the financial statements.<br />
DIRECToRS<br />
The Directors who have held office during the period since the date of the last report are as follows:<br />
Y Bhg Tan Sri Marzuki bin Mohd Noor (appointed with effect from 2.6.08)<br />
(re-designated as Chairman with effect from 1.7.08)<br />
Y Bhg Tan Sri Ab. Rahman bin Omar (resigned with effect from 1.7.08)<br />
Y Bhg Datuk Syed Hisham bin Syed Wazir<br />
Y Bhg Datuk Haji Mohd Khamil bin Jamil<br />
Encik Nik Hamdam bin Nik Hassan (appointed with effect from 2.6.08)<br />
Y Bhg Dato’ Haji Mohd Redza Shah bin Abdul Wahid (resigned with effect from 3.11.08)<br />
Y Bhg Datuk Aziyah binti Bahauddin<br />
Y Bhg Tan Sri Saw Huat Lye
DIRECToRS (cont’d)<br />
The Directors who have held office during the period since the date of the last report are as follows: (cont’d)<br />
Y Bhg Datuk Ir. (Dr) Ahmad Zaidee bin Laidin (resigned with effect from 1.6.09)<br />
Y Bhg Dato’ Anwar bin Aji (resigned with effect from 1.6.09)<br />
Y Bhg Datuk Abdul Hamid bin Sawal (resigned with effect from 1.6.09)<br />
Mr Keizo Ono<br />
Mr Ooi Teik Huat (appointed with effect from 7.11.08)<br />
Encik Lukman bin Ibrahim (appointed with effect from 1.6.09)<br />
Mr Rin Nan Lun<br />
(Alternate Director to Mr Keizo Ono)<br />
DIRECToRS’ BENEFITS<br />
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements with the object or<br />
objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any<br />
other body corporate.<br />
Since the end of the previous financial period, no Director has received or become entitled to receive a benefit (other than the Directors’<br />
remuneration as described in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with the<br />
Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as<br />
disclosed in Note 33 to the financial statements.<br />
DIRECToRS’ INTERESTS IN SHARES<br />
According to the Register of Directors’ Shareholdings, the interests of Directors who held office at the end of the financial year in shares in the<br />
Company and its related corporations are as follows:<br />
055 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Number of ordinary shares of Rm1 each<br />
As at As at<br />
1.4.2008 Acquired Disposed 31.3.2009<br />
Shares in the Company held by:<br />
Mr Rin Nan Lun<br />
- indirect* 30,153,400 - - 30,153,400<br />
Shares in Etika Strategi Sdn Bhd#<br />
held by:<br />
Y Bhg Datuk Haji Mohd Khamil bin Jamil 30,000 - - 30,000<br />
Shares in DRB-HICOM Berhad +<br />
held by:<br />
Y Bhg Datuk Syed Hisham bin Syed Wazir 26,500 - - 26,500<br />
* Indirect interest represents shares held by companies in which the Director is deemed to have an interest<br />
# Ultimate holding company with effect from 22 October 2008<br />
+ Penultimate holding company<br />
Other than those disclosed above, according to the Register of Directors’ Shareholdings, the other Directors in office at the end of the financial year,<br />
did not hold any interest in shares in the Company or its related corporations during the financial year.<br />
STATUToRy INFoRmATIoN oN THE FINANCIAL STATEmENTS<br />
Before the income statements and balance sheets were made out, the Directors took reasonable steps:<br />
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and<br />
satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and<br />
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown<br />
in the accounting records of the Group and Company had been written down to an amount which they might be expected so to realise.<br />
www.eon.com.my
directors’ report (cont’d.)<br />
STATUToRy INFoRmATIoN oN THE FINANCIAL STATEmENTS (cont’d)<br />
At the date of this report, the Directors are not aware of any circumstances:<br />
(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of<br />
the Group and Company inadequate to any substantial extent; or<br />
(b) which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or<br />
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading<br />
or inappropriate.<br />
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the<br />
financial year which, in the opinion of the Directors, will or may affect the ability of the Group or Company to meet their obligations as and when<br />
they fall due.<br />
At the date of this report, there does not exist:<br />
(a) any charge on the assets of the Group or Company which has arisen since the end of the financial year which secures the liability of any<br />
other person; or<br />
(b) any contingent liability of the Group or Company which has arisen since the end of the financial year.<br />
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which<br />
would render any amount stated in the financial statements misleading.<br />
In the opinion of the Directors:<br />
(a) the results of the Group and Company’s operations during the financial year were not substantially affected by any item, transaction or event<br />
of a material and unusual nature; and<br />
(b) except as disclosed under ‘event after the balance sheet date’, there has not arisen in the interval between the end of the financial year<br />
and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the<br />
operations of the Group or Company for the financial year in which this report is made.<br />
SIGNIFICANT EVENTS DURING THE FINANCIAL yEAR<br />
Significant events during the financial year are as follows:<br />
(i) The Group exited from Hyundai dealership with effect from 1 July 2008.<br />
(ii) The dealership agreement with Suzuki <strong>Malaysia</strong> Automobile Sdn Bhd expired on 28 February 2009 and the Group has surrendered the<br />
dealership with effect from 1 April 2009.<br />
(iii) On 30 March 2009, the Group entered into a voluntary termination agreement with Volkswagon Group <strong>Malaysia</strong> Sdn Bhd to early terminate<br />
the dealership with effect from 31 March 2009.<br />
EVENT AFTER THE BALANCE SHEET DATE<br />
On 8 May 2009, the Company entered into a Master Dealership Agreement (“Agreement”) with Proton Edar Sdn Bhd (“EDAR”) which includes<br />
amongst others, the rationalisation of the sales and service centres between the Company and EDAR with the purpose of improving, strengthening<br />
and developing the dealer networks (“Proposed Rationalisation”).<br />
Amongst the terms of the Agreement, all sales and service dealers currently under the Company shall migrate to EDAR not later than 31 December<br />
2009. In addition, the Company shall reduce its sales branches from the existing forty (40) to thirty two (32) on or before 31 December 2010.<br />
It is expected that arising from the migration of sales and service dealers to EDAR, the Company will record lower earnings for the forthcoming<br />
financial year. However, it is expected to be mitigated by the cost savings from the Proposed Rationalisation as well as other cost reduction initiatives<br />
to be carried out by the Company.<br />
056 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
EVENT AFTER THE BALANCE SHEET DATE (cont’d)<br />
The Agreement is subject to the execution of a Sales Operations Agreement and a Service Operations Agreement on or before 30 June 2009.<br />
The said subsequent event does not have any material impact on the financial statements for the financial year ended 31 March 2009.<br />
ULTImATE HoLDING ComPANy<br />
The Directors regard Etika Strategi Sdn Bhd, a company incorporated in <strong>Malaysia</strong>, as the ultimate holding company.<br />
AUDIToRS<br />
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.<br />
Signed on behalf of the Board of Directors in accordance with their resolution dated 24 June 2009.<br />
TAN SRI mARZUKI BIN moHD NooR DATUK SyED HISHAm BIN SyED WAZIR<br />
CHAIRMAN MANAGING DIRECTOR<br />
057 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
statement by directors<br />
PURSUANT TO SECTION 169(15) OF THE COMPANIES’ ACT, 1965<br />
We, Tan Sri Marzuki bin Mohd Noor and Datuk Syed Hisham bin Syed Wazir, two of the Directors of Edaran Otomobil Nasional Berhad, state that,<br />
in the opinion of the Directors, the financial statements set out on pages 60 to 97 are drawn up so as to give a true and fair view of the state<br />
of affairs of the Group and Company as at 31 March 2009 and of the results and cash flows of the Group and Company for the financial year<br />
ended on that date and in accordance with the pro<strong>vision</strong>s of the Companies’ Act, 1965 and MASB Approved Accounting Standards in <strong>Malaysia</strong> for<br />
Entities other than Private Entities.<br />
Signed on behalf of the Board of Directors in accordance with their resolution dated 24 June 2009.<br />
TAN SRI mARZUKI BIN moHD NooR DATUK SyED HISHAm BIN SyED WAZIR<br />
CHAIRMAN MANAGING DIRECTOR<br />
statUtory decLaration<br />
PURSUANT TO SECTION 169(16) OF THE COMPANIES’ ACT, 1965<br />
I, Yip Kok Hing, the officer primarily responsible for the financial management of Edaran Otomobil Nasional Berhad, do solemnly and sincerely declare<br />
that the financial statements set out on pages 60 to 97 are, in my opinion, correct and I make this solemn declaration conscientiously believing<br />
the same to be true, and by virtue of the pro<strong>vision</strong>s of the Statutory Declarations Act, 1960.<br />
yIP KoK HING<br />
Subscribed and solemnly declared by the above named Yip Kok Hing at Kuala Lumpur in <strong>Malaysia</strong> on 24 June 2009, before me.<br />
COMMISSIONER FOR OATHS<br />
058 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
independent aUditors’ report<br />
TO THE MEMBERS OF EDARAN OTOMOBIL NASIONAL BERHAD<br />
REPoRT oN THE FINANCIAL STATEmENTS<br />
We have audited the financial statements of Edaran Otomobil Nasional Berhad, which comprise the balance sheets as at 31 March 2009 of the<br />
Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company<br />
for the financial year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 60 to 97.<br />
Directors’ Responsibility for the Financial Statements<br />
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with MASB Approved<br />
Accounting Standards in <strong>Malaysia</strong> for Entities other than Private Entities and the Companies’ Act, 1965. This responsibility includes: designing, implementing<br />
and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether<br />
due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.<br />
Auditors’ Responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved<br />
standards on auditing in <strong>Malaysia</strong>. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain<br />
reasonable 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 in the financial statements. The procedures<br />
selected depend on our judgment, including the assessment of 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 preparation and fair presentation of the financial<br />
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on<br />
the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the<br />
reasonableness of accounting estimates made by the Directors, 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 for our audit opinion.<br />
opinion<br />
In our opinion, the financial statements have been properly drawn up in accordance with MASB Approved Accounting Standards in <strong>Malaysia</strong> for<br />
Entities other than Private Entities and the Companies’ Act, 1965 so as to give a true and fair view of the financial position of the Group and of<br />
the Company as of 31 March 2009 and of their financial performance and cash flows for the financial year then ended.<br />
REPoRT oN oTHER LEGAL AND REGULAToRy REQUIREmENTS<br />
In accordance with the requirements of the Companies’ Act, 1965 in <strong>Malaysia</strong>, we also report the following:<br />
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have<br />
been properly kept in accordance with the pro<strong>vision</strong>s of the Act.<br />
(b) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and<br />
content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory<br />
information and explanations required by us for those purposes.<br />
(c) Our audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3)<br />
of the Act.<br />
oTHER mATTERS<br />
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies’ Act, 1965 in <strong>Malaysia</strong><br />
and for no other purpose. We do not assume responsibility to any other person for the content of this report.<br />
PRICEWATERHoUSECooPERS moHAmmAD FAIZ BIN moHAmmAD AZmI<br />
(No. AF: 1146) (No. 2025/03/10 (J))<br />
Chartered Accountants Chartered Accountant<br />
Kuala Lumpur<br />
24 June 2009<br />
059 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
income statements<br />
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009<br />
060 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
Note 31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Revenue 5 2,419,872 2,322,322 2,070,653 1,909,720<br />
Cost of sales (2,289,926) (2,151,795) (1,967,569) (1,769,522)<br />
Gross profit 129,946 170,527 103,084 140,198<br />
Other operating income 11,690 63,015 48,267 65,831<br />
Selling and distribution expenses (58,550) (73,332) (46,628) (61,346)<br />
Administrative expenses (55,231) (78,442) (53,895) (71,557)<br />
Other operating expenses (4,570) (2,849) (5,480) (2,597)<br />
Profit from operations 6 23,285 78,919 45,348 70,529<br />
Finance cost 8 (139) (7) (139) (7)<br />
Share of results of jointly controlled entities 23,912 35,721 - -<br />
Share of results of associates (15,130) 1,494 - -<br />
Profit before tax 31,928 116,127 45,209 70,522<br />
Tax 9 (6,249) (10,763) (11,714) (16,426)<br />
Profit for the financial year/period 25,679 105,364 33,495 54,096<br />
Profit attributable to equity holders 25,679 105,364 33,495 54,096<br />
Gross dividends per share 110.0 sen 13.5 sen 110.0 sen 13.5 sen<br />
Earnings per share<br />
- basic 11 10.3 sen 33.9 sen<br />
The notes on pages 66 to 97 form an integral part of these financial statements.
aLance sHeets<br />
AS AT 31 MARCH 2009<br />
061 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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GRoUP ComPANy<br />
Note 31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
NON-CURRENT ASSETS<br />
Property, plant and equipment 12 174,192 180,657 19,873 22,278<br />
Prepaid lease rental 13 10,881 11,167 1,561 1,580<br />
Investment properties 14 18,530 18,530 - -<br />
Other investments 15 4,389 5,075 4,088 4,774<br />
Subsidiaries 16 - - 52,749 52,849<br />
Jointly controlled entities 17 102,251 105,435 35,206 35,206<br />
Associates 18 41,047 50,368 27,208 36,312<br />
Deferred tax assets 19 5,400 3,521 3,371 2,609<br />
356,690 374,753 144,056 155,608<br />
CURRENT ASSETS<br />
Inventories 20 224,375 291,367 193,484 262,445<br />
Receivables 21 112,779 134,913 88,072 108,625<br />
Tax recoverable 197 4,015 - 4,015<br />
Amounts due from penultimate holding company 22 2 - - -<br />
Amounts due from immediate holding company 22 3 - - -<br />
Amounts due from subsidiaries 23 - - 124,490 115,999<br />
Amounts due from jointly controlled entities 23 2,155 1,161 1,031 322<br />
Amounts due from an associate 23 5 8 5 8<br />
Amounts due from other related companies 24 2,038 18 1,943 18<br />
Cash and bank balances and deposits with financial institutions 25 119,899 383,519 107,545 372,770<br />
461,453 815,001 516,570 864,202<br />
CURRENT LIABILITIES<br />
Payables 27 137,269 266,252 124,816 248,417<br />
Amounts due to subsidiaries 23 - - 1,248 1,183<br />
Amounts due to jointly controlled entities 23 24,216 22,270 24,216 22,270<br />
Amounts due to other related companies 24 504 - - -<br />
Taxation 778 6,530 570 1,835<br />
Pro<strong>vision</strong>s for liabilities and charges 28 2,858 4,995 2,018 4,161<br />
Bank borrowings (unsecured) 29 20,000 - 20,000 -<br />
185,625 300,047 172,868 277,866<br />
NET CURRENT ASSETS<br />
NON-CURRENT LIABILITIES<br />
275,828 514,954 343,702 586,336<br />
Deferred tax liabilities 19 6,102 2,091 - -<br />
Pro<strong>vision</strong> for retirement benefits 30 7,996 7,845 7,567 7,427<br />
Lease payables 31 986 - 986 -<br />
15,084 9,936 8,553 7,427<br />
617,434 879,771 479,205 734,517<br />
SHARE CAPITAL 32 248,993 248,993 248,993 248,993<br />
RESERVES 368,441 630,778 230,212 485,524<br />
TOTAL EQUITY 617,434 879,771 479,205 734,517<br />
The notes on pages 66 to 97 form an integral part of these financial statements.<br />
www.eon.com.my
consoLidated statement oF cHanGes in eQUity<br />
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009<br />
Issued and<br />
fully paid<br />
ordinary<br />
shares<br />
062 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Nominal Currency<br />
value of Share translation Revaluation Retained<br />
Note Rm1 each premium reserve reserve earnings Total<br />
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 248,993 8,367 2,460 1,380 618,571 879,771<br />
Translation of a<br />
foreign associate - - 41 - - 41<br />
Share of associates’ reserves - - 750 - - 750<br />
Profit not recognised<br />
in income statement - - 791 - - 791<br />
Profit for the financial year - - - - 25,679 25,679<br />
Total income and expenses<br />
for the financial year - - 791 - 25,679 26,470<br />
Dividends 10 - - - - (288,807) (288,807)<br />
At 31 March 2009 248,993 8,367 3,251 1,380 355,443 617,434<br />
Issued and<br />
fully paid<br />
ordinary<br />
shares<br />
Nominal Currency<br />
value of Share translation Revaluation Retained<br />
Note Rm1 each premium reserve reserve earnings Total<br />
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 January 2007 248,993 8,367 2,012 - 762,225 1,021,597<br />
Translation of a<br />
foreign associate - - 33 - - 33<br />
Share of associates’ reserves - - 415 - - 415<br />
Revaluation surplus - - - 1,380 - 1,380<br />
Profit not recognised<br />
in income statement - - 448 1,380 - 1,828<br />
Profit for the financial period - - - - 105,364 105,364<br />
Total income and expenses<br />
for the financial period - - 448 1,380 105,364 107,192<br />
Dividends 10 - - - - (249,018) (249,018)<br />
At 31 March 2008 248,993 8,367 2,460 1,380 618,571 879,771<br />
The notes on pages 66 to 97 form an integral part of these financial statements.
company statement oF cHanGes in eQUity<br />
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009<br />
063 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Issued and<br />
fully paid<br />
ordinary Nonshares<br />
distributable Distributable<br />
Nominal<br />
value of Share Retained<br />
Note Rm1 each premium earnings Total<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 248,993 8,367 477,157 734,517<br />
Profit for the financial year - - 33,495 33,495<br />
Dividends 10 - - (288,807) (288,807)<br />
At 31 March 2009 248,993 8,367 221,845 479,205<br />
At 1 January 2007 248,993 8,367 672,079 929,439<br />
Profit for the financial period - - 54,096 54,096<br />
Dividends 10 - - (249,018) (249,018)<br />
At 31 March 2008 248,993 8,367 477,157 734,517<br />
Retained earnings<br />
Under the single-tier system which came into effect from year of assessment 2008, companies are not required to have tax credits under Section 108<br />
of the Income Tax Act, 1967 for dividend payment purposes. Dividends paid under this system are tax exempted in the hand of shareholders.<br />
Companies with Section 108 credits as at 31 December 2007, may continue to frank dividends until the Section 108 credits are exhausted or 31<br />
December 2013, whichever is earlier, unless they opt to disregard the Section 108 credits to pay single–tier dividends under the special transitional<br />
pro<strong>vision</strong>s of the Finance Act 2008.<br />
As at 31 March 2009, the Company has sufficient tax credits under Section 108 of the Income Tax Act, 1967 and tax exempt income under Section<br />
12 of the Income Tax (Amendment) Act, 1999 to frank all (2008: all) of its retained earnings as dividends.<br />
The notes on pages 66 to 97 form an integral part of these financial statements.<br />
www.eon.com.my
casH FLoW statements<br />
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2009<br />
064 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
Note 31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Profit for the financial year/period 25,679 105,364 33,495 54,096<br />
Adjustments for investing and financing items<br />
and non-cash items:<br />
Tax 6,249 10,763 11,714 16,426<br />
Share of results of jointly controlled entities (23,912) (35,721) - -<br />
Share of results of associates 15,130 (1,494) - -<br />
Depreciation of property, plant and equipment 12,249 18,540 7,515 10,788<br />
Amortisation of prepaid lease rental 286 545 19 23<br />
Property, plant and equipment written off 67 2,273 56 282<br />
Net inventory written down/(back) 1,287 (6,902) 2,383 -<br />
Warranty claims written off 1,903 2,545 1,903 2,545<br />
Pro<strong>vision</strong> for retirement benefits 253 1,180 242 1,120<br />
Pro<strong>vision</strong> for liabilities and charges (net of write-back) 3,314 (149) 2,047 (945)<br />
Impairment loss on property, plant and equipment - 2,282 - -<br />
Impairment loss on prepaid lease rental - 108 - -<br />
Allowance/(write back) for impairment of investment in:<br />
- a subsidiary - - 100 -<br />
- an associate - (8,225) 16,312 (7,496)<br />
Allowance/(write back) for doubtful amounts due<br />
from subsidiaries - - (14,151) 449<br />
Allowance for doubtful debts 30 155 - 59<br />
Bad debts written off 39 - 39 -<br />
Loss on liquidation of an associate 82 - 9 -<br />
Net gain on sale of property, plant and equipment (240) (34,331) (273) (918)<br />
Unrealised loss on foreign exchange 3 - - -<br />
Interest expense 139 7 139 7<br />
Interest income (5,571) (14,939) (5,622) (17,711)<br />
Dividend income (27) (41) (36,407) (34,908)<br />
Operating profit before working capital changes 36,960 41,960 19,520 23,817<br />
Decrease/(Increase) in inventories 66,003 27,191 66,578 (41,639)<br />
Decrease in receivables 19,664 48,483 18,102 19,168<br />
Utilisation of pro<strong>vision</strong> for liabilities and charges (5,451) (5,593) (4,190) (5,441)<br />
(Decrease)/Increase in payables (129,142) 192,286 (123,757) 192,580<br />
Decrease in amount due from subsidiaries - - 65 174<br />
Utilisation of retirement benefits (102) (82) (102) (82)<br />
Decrease in amount due to jointly controlled entities/<br />
associate/related companies (566) (4,590) (685) (3,255)<br />
Cash (used in)/generated from operations (12,634) 299,655 (24,469) 185,322<br />
Interest received 6,069 14,684 6,131 17,455<br />
Interest paid (95) (7) (95) (7)<br />
Income tax paid, net of refund (6,045) (3,148) (2,255) -<br />
Net cash flow (used in)/from operating activities (12,705) 311,184 (20,688) 202,770
065 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
Note 31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Dividends received from quoted investment in <strong>Malaysia</strong> 21 30 21 30<br />
Dividends received from jointly controlled entities 26,798 23,441 26,798 23,441<br />
Dividends received from associates 2,117 5,425 2,117 5,425<br />
Proceeds from sale of property, plant and equipment 504 70,357 452 1,906<br />
Purchase of property, plant and equipment (4,284) (6,685) (3,514) (6,335)<br />
Additional investment in an associate (7,733) - (7,733) -<br />
Proceeds from liquidation of an associate 516 - 516 -<br />
Proceeds from redemption of other investments 686 761 686 761<br />
Repayment from subsidiaries - - 5,660 177,622<br />
Net cash flow from investing activities 18,625 93,329 25,003 202,850<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Proceeds from borrowings 20,000 - 20,000 -<br />
Repayment of finance lease (733) (945) (733) (945)<br />
Dividends paid (288,807) (249,018) (288,807) (249,018)<br />
Net cash flow used in financing activities (269,540) (249,963) (269,540) (249,963)<br />
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS<br />
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE<br />
(263,620) 154,550 (265,225) 155,657<br />
FINANCIAL YEAR/PERIOD 383,519 228,969 372,770 217,113<br />
CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL<br />
YEAR/PERIOD 25 119,899 383,519 107,545 372,770<br />
Property, plant and equipment purchased during the financial year/period are acquired by the following means:<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Lease arrangement 1,831 - 1,831 -<br />
Cash 4,284 6,685 3,514 6,335<br />
The notes on pages 66 to 97 form an integral part of these financial statements.<br />
6,115 6,685 5,345 6,335<br />
www.eon.com.my
notes to tHe FinanciaL statements<br />
31 MARCH 2009<br />
1 GENERAL INFoRmATIoN<br />
The Company is principally engaged in the marketing of Proton motor vehicles and related spare parts and servicing of vehicles.<br />
The Group is primarily engaged in the marketing of vehicles and related spare parts. The principal activities of the subsidiaries, jointly<br />
controlled entities and associates are described in Notes 16, 17 and 18 to the financial statements respectively.<br />
The Company is a public limited liability company, incorporated and domiciled in <strong>Malaysia</strong> and listed on the Main Board of <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities Berhad.<br />
The address of the registered office of the Company is as follows:<br />
Level 5, Wisma DRB-HICOM<br />
No. 2, Jalan Usahawan U 1/8<br />
Seksyen U1<br />
40150 Shah Alam<br />
Selangor Darul Ehsan<br />
The principal place of business of the Company is as follows:<br />
EON Head Office Complex<br />
No. 2, Persiaran Kerjaya<br />
Taman Perindustrian Glenmarie<br />
Seksyen U1<br />
40150 Shah Alam<br />
Selangor Darul Ehsan<br />
As at 31 March 2009, all monetary assets and liabilities of the Group and Company are denominated in Ringgit <strong>Malaysia</strong>, unless otherwise stated.<br />
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors dated 24 June 2009.<br />
2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES<br />
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items that are considered material in relation<br />
to the financial statements. These policies have been consistently applied to all the financial year/period presented, unless otherwise stated.<br />
(a) Basis of preparation<br />
The financial statements of the Group and Company have been prepared in accordance with the pro<strong>vision</strong>s of the Companies’ Act, 1965<br />
and Financial Reporting Standards, the MASB Approved Accounting Standards in <strong>Malaysia</strong> for Entities other than Private Entities.<br />
The financial statements have been prepared under the historical cost convention except as disclosed in the summary of significant<br />
accounting policies.<br />
The preparation of financial statements in conformity with the pro<strong>vision</strong>s of the Companies’ Act, 1965 and Financial Reporting Standards requires<br />
the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of<br />
contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported<br />
period. It also requires the Directors to exercise their judgment in the process of applying the Group’s accounting policies. Although these estimates<br />
and judgment are based on the Directors’ best knowledge of current events and actions, actual results could differ from these estimates.<br />
The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial<br />
statements are disclosed in Note 4 to the financial statements.<br />
The accounting policies and methods of computation adopted during the financial year are consistent with those adopted for the audited<br />
financial statements for the financial period ended 31 March 2008 except for the adoption of the following new and revised Financial<br />
Reporting Standards by the Group beginning 1 April 2008:<br />
Standards, amendments to published standards and interpretations that are applicable to the Group and are effective<br />
• FRS 107 Cash Flow Statements<br />
• FRS 118 Revenue<br />
• FRS 134 Interim Financial Reporting<br />
• FRS 137 Pro<strong>vision</strong>s, Contingent Liabilities and Contingent Assets<br />
• IC Interpretation 1 Changes in Existing Decommissioning Restoration and Similar Liabilities<br />
066 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(a) Basis of preparation (cont’d)<br />
Standards, amendments to published standards and interpretations that are applicable to the Group and are effective (cont’d)<br />
The adoption of the new and revised Financial Reporting Standards did not have a significant financial impact on the financial<br />
statements of the Group and Company and did not result in substantial changes to the Group’s accounting policies.<br />
Standards, amendments to published standards and interpretations to existing standards that are effective but not relevant to the Group<br />
• FRS 111 Construction Contracts (effective for accounting periods beginning on or after 1 July 2007). This revised standard does<br />
not have significant changes compared to the original standard. FRS 111 is not relevant to the Group and Company’s operations<br />
as the Group and Company do not carry out construction business.<br />
• FRS 112 Income Taxes (effective for accounting periods beginning on or after 1 July 2007). This revised standard removes the<br />
requirement that prohibit recognition of deferred tax on unutilised reinvestment allowances or other allowances in excess of capital<br />
allowances. FRS 112 is not relevant to the Group and Company’s operations as the Group and Company do not have reinvestment<br />
allowances or other allowances in excess of capital allowances.<br />
• FRS 120 Accounting for Government Grants and Disclosure of Government Assistance (effective for accounting periods beginning<br />
on or after 1 July 2007). This revised standard allows the alternative treatment of recording non-monetary government grant at<br />
nominal amount on initial recognition. FRS 120 is not relevant to the Group and Company’s operations as the Group and Company<br />
do not have government grants or assistance.<br />
• Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates – Net Investment in a Foreign Operation (effective for<br />
accounting periods beginning on or after 1 July 2007). This amendment requires exchange differences on monetary items that<br />
form part of the net investment in a foreign operation to be recognised in equity instead of in profit or loss regardless of the<br />
currency in which these items are denominated in. FRS 121 is not relevant to the Group and Company’s operations as the Group<br />
and Company do not carry out foreign operations.<br />
• IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments (effective for accounting periods beginning<br />
on or after 1 July 2007). This interpretation deals with liability or equity classification of financial instruments which give the<br />
holder the right to request redemption, but subject to limits on whether it will be redeemed. IC 2 is not relevant to the Group<br />
and Company’s operations as the Group and Company do not have co-operative entities and related instruments.<br />
• IC Interpretation 5 Rights to Interests arising from Decommission, Restoration and Environmental Rehabilitation Funds (effective for<br />
accounting periods beginning on or after 1 July 2007). This interpretation deals with accounting by a contributor for its interests<br />
arising from decommissioning funds. IC 5 is not relevant to the Group and Company’s operations as the Group and Company do<br />
not have rehabilitation funds.<br />
• IC Interpretation 6 Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment (effective for<br />
accounting periods beginning on or after 1 July 2007). This interpretation provides guidance on the recognition, in the financial statements of<br />
the producers of liabilities for waste management under the European Union Directive in respect of sales of electrical household equipment. IC<br />
6 is not relevant to the Group and Company’s operations as the Group and Company are not involved in waste management operations.<br />
• IC Interpretation 7 Applying the Restatement Approach under FRS 129 Financial Reporting in Hyperinflationary Economies (effective<br />
for accounting periods beginning on or after 1 July 2007). This interpretation provides guidance on how to apply the requirements<br />
of FRS 129 in a reporting period in which an entity identifies the existence of hyperinflationary in the economy of its functional<br />
currency, when that economy was not hyperinflationary in the prior period. IC 7 is not relevant to the Group and Company’s<br />
operations as the Group and Company do not operate in a hyperinflationary economy.<br />
• IC Interpretation 8 Scope of FRS 2 (effective for accounting periods beginning on or after 1 July 2007). This interpretation clarifies<br />
that FRS 2 Share-based Payment applies even in the absence of specifically identifiable goods and services. IC 8 is not relevant<br />
to the Group and Company’s operations as the Group and Company do not have share-based payment scheme.<br />
Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet<br />
effective and have not been early adopted<br />
• FRS 7 Financial Instruments: Disclosures (effective for annual period beginning on or after 1 January 2010). This standard requires<br />
disclosures of the qualitative and quantitative information about exposure to risks arising from financial instruments, specified<br />
minimum disclosures about credit risks, liquidity risks and market risks. The Group and Company will apply this standard when<br />
effective. The Group and Company will apply the transitional pro<strong>vision</strong> in FRS 7 which exempts entities from disclosing the<br />
possible impact arising from the initial application of this standard on the financial statements of the Group and Company.<br />
067 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(a) Basis of preparation (cont’d)<br />
Standards, amendments to published standards and interpretations to existing standards that are applicable to the Group but not yet<br />
effective and have not been early adopted (cont’d)<br />
• FRS 8 Operating Segments (effective for annual period beginning on or after 1 July 2009). FRS 8 replaces FRS114 2004 Segment<br />
Reporting. The new standard requires a ‘management approach’, under which segment information is presented on the same<br />
basis as that used for internal reporting purposes. The Group and Company will apply this standard when effective.<br />
• FRS 139 Financial Instruments: Recognition and Measurement (effective for annual period beginning 1 January 2010). This new<br />
standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell<br />
non-financial items. Hedge accounting is permitted only under strict circumstances. The Group and Company will apply this standard<br />
when effective. The Group and Company has applied the transitional pro<strong>vision</strong> in FRS 139 which exempts entities from disclosing<br />
the possible impact arising from the initial application of this standard on the financial statements of the Group and Company.<br />
• IC Interpretation 10 Interim Financial Reporting and Impairment (effective for annual period beginning on or after 1 January 2010).<br />
IC 10 prohibits the impairment losses recognised in an interim period on goodwill and investments in equity instruments and<br />
in financial assets carried at cost to be reversed at a subsequent balance sheet date. The Group and Company will apply this<br />
standard when effective.<br />
Standards, amendments to published standards and interpretations to existing standards that are not yet effective and are not relevant<br />
to the Group<br />
• FRS 4 Insurance Contracts (effective for accounting periods beginning on or after 1 January 2010) is not relevant to the Group<br />
and Company’s operations as the Group and Company do not carry out insurance business.<br />
• IC Interpretation 9 Reassessment of Embedded Derivatives (effective for annual period beginning on or after 1 January 2010). IC<br />
9 requires an entity to assess whether an embedded derivative is required to be separated from the host contract and accounted<br />
for as a derivative when the entity first becomes a party to the contract. Subsequent reassessment is prohibited unless there<br />
is a change in the terms of the contract that significantly modifies the cash flows that otherwise would be required under the<br />
contract, in which case reassessment is required. The Group and Company do not have embedded derivatives.<br />
(b) Basis of consolidation<br />
The consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to the end of the<br />
period. Subsidiaries are those companies in which the Group has power to exercise control over the financial and operating policies so<br />
as to obtain benefits from their activities. When assessing whether the Group has control over another entity, the existence and effect<br />
of any potential voting rights that are currently exercisable or convertible are also considered.<br />
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of accounting, the results of<br />
subsidiaries acquired or disposed during the period are included in the consolidated income statement from the date on which control is<br />
transferred to the Group and are no longer consolidated from the date that control ceases. At the date of acquisition, the fair values of<br />
the subsidiaries’ identifiable net assets (including contingent liabilities) are determined and these values are reflected in the consolidated<br />
financial statements. The excess of the cost of acquisition over the fair value of the Group’s share of the subsidiaries’ identifiable net<br />
assets at the date of acquisition is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the<br />
subsidiaries acquired, the difference is recognised directly in the income statement.<br />
All intercompany transactions, balances and unrealised profits or losses on transactions between group companies are eliminated on<br />
consolidation and the consolidated financial statements reflect external transactions only. Unrealised losses are not eliminated if the<br />
costs cannot be recovered.<br />
Minority interest, where applicable is measured at the minorities’ share of the post acquisition fair values of the identifiable assets and<br />
liabilities of the acquiree.<br />
Where more than one exchange transaction is involved, any adjustment to the fair values of the subsidiary’s identifiable assets, liabilities<br />
and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation.<br />
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2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(b) Basis of consolidation (cont’d)<br />
Intragroup transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are<br />
also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed<br />
where necessary to ensure consistency with the policies adopted by the Group.<br />
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of its net assets<br />
as at date of disposal, including the cumulative amount of any exchange differences that relate to the subsidiary, and is recognised in<br />
the consolidated income statement.<br />
(c) Goodwill<br />
Goodwill represents the excess of the cost of acquisition of subsidiaries, jointly controlled entities and associates over the fair value of<br />
the Group’s share of their identifiable net assets at the date of acquisition. Goodwill arising from acquisition of subsidiaries is included<br />
in the balance sheet as intangible assets.<br />
Goodwill is tested for impairment annually and carried at cost less accumulated impairment losses. Impairment losses on goodwill are<br />
not reserved. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to entity sold.<br />
Goodwill arising from acquisition of jointly controlled entities and associates is included in investments in jointly controlled entities and<br />
associates respectively. Such goodwill is tested for impairment as part of the overall balance.<br />
Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating<br />
units or groups of cash-generating units that are expected to benefit from the synergies of the business combination in which the<br />
goodwill arose. See accounting policy Note 2(l) on impairment of assets.<br />
(d) Property, plant and equipment and depreciation<br />
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes expenditure that<br />
is directly attributable to the acquisition of the items.<br />
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable<br />
that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The<br />
carrying amount of the replaced parts is derecognised. All other repairs and maintenance are charged to the income statement during<br />
the period in which they are incurred.<br />
Freehold land is not depreciated as it has infinite life. Other property, plant and equipment are depreciated to their residual values on<br />
a straight line basis over their estimated useful lives. The estimated useful lives are as follows:<br />
Buildings and renovation<br />
Buildings 50 years or over the lease period, whichever is shorter<br />
Renovation 3 – 5 years<br />
Machinery, equipment and vehicles<br />
Plant and machinery 5 years<br />
Furniture, fixtures, fittings and office equipment 3 – 7 years<br />
Motor vehicles 5 years<br />
Depreciation on assets under construction commences when the assets are ready for their intended use.<br />
At each balance sheet date, the Group reviews the assets’ useful lives and residual values and adjustments wherever appropriate, are<br />
made. In addition, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed<br />
to assess whether the carrying amount of the property, plant and equipment is fully recoverable. A write down is made if the carrying<br />
amount exceeds the recoverable amount.<br />
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in profit/(loss) on operations.<br />
069 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(e) Prepaid lease rental<br />
Leasehold land that normally has a finite economic life and where title is not expected to pass to the lessee by the end of the lease<br />
term is treated as an operating lease. The payment made on entering into or acquiring a leasehold land is accounted as prepaid lease<br />
rental that are amortised over the lease term in accordance with the pattern of benefits provided.<br />
(f) Leases<br />
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating<br />
lease. Payments made under operating lease (net of any incentives received from the lessor) are charged to the income statement on<br />
a straight-line basis over the period of the lease.<br />
(g) Investment properties<br />
Investment properties, comprising principally land and office buildings, are held for long term rental yields or long term capital<br />
appreciation, or both, and are not occupied by the Group.<br />
Investment properties are stated at fair value, representing open-market value determined annually by external valuers. Fair value is<br />
based on active market prices, adjusted, if necessary, for any difference in the nature, location or condition of the specific asset. If this<br />
information is not available, the Group uses alternative valuation method such as recent prices on less active markets or discounted<br />
cash flow projections. Changes in the fair values are recorded in the income statement as part of other income.<br />
On disposal of an investment property, or when it is permanently withdrawn from use and no future economic benefits are expected<br />
from its disposal, it shall be derecognised. The difference between the net disposal proceeds and the carrying amount is recognised in<br />
profit or loss in the period of the retirement or disposal.<br />
(h) Cash and cash equivalents<br />
Cash and cash equivalents comprise cash on hand, deposits held at call with banks, other short term, highly liquid investments with<br />
original maturities of three months or less, and bank overdraft.<br />
(i) Jointly controlled entities<br />
A jointly controlled entity is a corporation, partnership or other entity in which there is a contractually agreed sharing of control by the<br />
Group with one or more parties over the strategic financial and operating decisions relating to the entity require unanimous consent of<br />
the parties sharing control.<br />
Jointly controlled entities are accounted for using the equity method of accounting.<br />
The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the<br />
other venturers. The Group does not recognise its share of profits or losses from the joint venture that result from the purchase of assets<br />
by the Group from the joint venture until it resells the assets to an independent party. However, a loss on the transaction is recognised<br />
immediately if the loss provides evidence of a reduction in the net realisable value of current assets or an impairment loss.<br />
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the Group’s interest<br />
in the jointly controlled entities. Unrealised losses are also eliminated unless the transaction provides evidence on impairment of the<br />
asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of the jointly<br />
controlled entities to ensure consistency of accounting policies with those of the Group.<br />
(j) Associates<br />
Associates are those corporations, partnerships or other entities in which the Group exercises significant influence, but which it does<br />
not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Significant influence is the power to<br />
participate in the financial and operating policy decisions of the associates but not the power to exercise control over those policies.<br />
Associates are accounted for using the equity method of accounting. The Group’s investment in associates includes goodwill identified<br />
on acquisition, net of any accumulated impairment loss.<br />
The Group’s share of its associates’ post-acquisition profits or losses is recognised in the income statement, and its share of postacquisition<br />
movements in reserves is recognised in reserves. The cumulative post-acquisition movements are adjusted against the<br />
carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate,<br />
including any other unsecured receivables, the Group’s interest is reduced to nil and recognition of further losses is discontinued except<br />
to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.<br />
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2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(j) Associates (cont’d)<br />
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. Unrealised<br />
losses are also eliminated unless the transaction provides evidence on impairment of the asset transferred. Where necessary, in applying the equity<br />
method, adjustments are made to the financial statements of associates to ensure consistency of accounting policies with those of the Group.<br />
(k) Investments<br />
Investments in subsidiaries, associates and other long term investments are stated at cost. Where an indication of impairment exists,<br />
the carrying amount is assessed and written down immediately to its recoverable amount.<br />
Profit and loss arising on sale of investments are credited or charged to the income statement.<br />
(l) Impairment of assets<br />
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to<br />
amortisation are reviewed for impairment losses whenever events or changes in circumstances indicate that the carrying amount may not<br />
be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount.<br />
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment,<br />
assets are grouped at the lowest levels for which there is separately identifiable cash flows (cash generating units). Non-financial assets other<br />
than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.<br />
The impairment loss is charged to the income statement in the period in which the impairment is identified. Impairment losses on goodwill<br />
are not reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised in the income statement.<br />
(m) Inventories<br />
Inventories are stated at the lower of cost and net realisable value. Cost of vehicles and accessories are stated at purchase cost<br />
determined on the first-in, first-out basis. Cost comprises where appropriate, materials, labour, the appropriate proportion of overhead<br />
costs. Cost of spare parts is determined on the weighted average basis. Net realisable value is the estimated selling price in the ordinary<br />
course of business, less the costs of completion and selling expenses.<br />
(n) Dividends<br />
Interim dividends are recognised as liabilities when declared before the balance sheet date. Final dividends are accounted for when it<br />
has been approved by the Company’s shareholders.<br />
(o) Non-current assets classified as assets held for sale<br />
Non-current assets are classified as assets held for sale and stated at the lower of their carrying amount and fair value less costs to<br />
sell if their carrying amount is recovered principally through a sale transaction rather than through continuing use.<br />
(p) Pro<strong>vision</strong>s for warranty and free service<br />
Pro<strong>vision</strong>s are based on expected levels of claims arising during the warranty and free service period. Pro<strong>vision</strong> for free service is<br />
determined using a standard labour hours to be incurred.<br />
(q) Borrowings<br />
(r) Tax<br />
Borrowings are stated at cost. Borrowings are classified as current liabilities unless the Company has an unconditional right to defer<br />
settlement of the liability for at least 12 months after the balance sheet date.<br />
Interest, dividends, losses and gains relating to a financial instrument, or a component part, classified as a liability is reported within<br />
finance costs in the income statements.<br />
Tax on the profit or loss for the period comprises current and deferred tax. Current tax expense is the expected amount of income taxes payable<br />
in respect of the taxable profit for the period and is measured using the tax rates that have been enacted at the balance sheet date.<br />
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases<br />
of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for<br />
all taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses<br />
and unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary<br />
differences, unused tax losses and unused tax credits can be utilised.<br />
071 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(r) Tax (cont’d)<br />
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the<br />
deductible temporary differences and/or unutilised tax losses can be utilised.<br />
Deferred tax is not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of<br />
an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting<br />
profit nor taxable profit.<br />
(s) Revenue recognition<br />
Revenue comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the Group’s<br />
activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.<br />
The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will<br />
flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is<br />
not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates<br />
on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.<br />
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have been transferred<br />
to customers. Revenue from the rendering of services is recognised when services are performed.<br />
Other income recognition<br />
(i) Interest and rental income is recognised on an accrual basis unless collectibility is in doubt.<br />
(ii) Dividend income is recognised when the Group’s right to receive is established.<br />
(t) Receivables<br />
Receivables are carried at invoice amount less an allowance for doubtful debts. The allowance is established when there is objective<br />
evidence that the Group will not be able to collect all amounts due according to the original term of receivables.<br />
(u) Employee benefits<br />
(i) Short-term employee benefits<br />
Wages, salaries, bonuses, annual leave entitlement, medical leave, and other short-term employee benefits are recognised in the<br />
period in which the associated services are rendered by the employees.<br />
(ii) Post-employment benefits<br />
Defined contribution plan<br />
The Group contributes to the Employees’ Provident Fund, which is a defined contribution plan regulated and managed by the<br />
government. The contributions are charged to the income statement in the period to which they relate.<br />
Defined benefit plan<br />
The Group operates an unfunded defined benefit scheme for all eligible employees as stipulated in the Collective Agreement with<br />
its union employees.<br />
The retirement benefits have been calculated by reference to an actuarial valuation using the Projected Unit Credit method.<br />
(v) Foreign currencies<br />
(i) Functional and presentation currency<br />
The management has determined that the currency of the primary economic environment in which each company operates, i.e.<br />
functional currency, to be Ringgit <strong>Malaysia</strong>. Sales price and major costs of providing goods and services including major operating<br />
expenses are primarily influenced by fluctuations in Ringgit <strong>Malaysia</strong>. The financial statements are presented in Ringgit <strong>Malaysia</strong>,<br />
which is the Group’s functional and presentation currency.<br />
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2 SUmmARy oF SIGNIFICANT ACCoUNTING PoLICIES (cont’d)<br />
(v) Foreign currencies (cont’d)<br />
(ii) Transactions and balances<br />
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the<br />
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at<br />
period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income<br />
statement.<br />
(w) Financial instruments<br />
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity<br />
instrument of another enterprise.<br />
(i) Financial instruments recognised in the balance sheet<br />
The particular recognition method adopted for financial instruments recognised on the balance sheet is disclosed in the individual<br />
policy statement associated with each item.<br />
A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise,<br />
a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or<br />
an equity instrument of another enterprise.<br />
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise,<br />
or to exchange financial instruments with another enterprise under conditions that are potentially unfavourable.<br />
(ii) Financial instruments not recognised in the balance sheet<br />
The Group is a party to financial instruments which comprise foreign currency forward contracts. These instruments are not<br />
recognised in the financial statements on inception.<br />
Foreign currency forward contracts<br />
The Group enters into foreign currency forward contracts to protect the Group from movements in exchange rate by establishing<br />
the rate at which a foreign currency asset or liability will be settled. Exchange gains and losses on contracts are recognised when<br />
settled at which time they are included in the measurement of the transaction hedged.<br />
(iii) Fair value estimation for disclosure purposes<br />
Where available, quoted and observable market prices are used as the measure of fair values. Where such quoted and observable<br />
market prices are not available, fair values are estimated based on a range of methodologies and assumptions regarding risk<br />
characteristics of various financial instruments, discount rates, estimates of future cash flows, net tangible assets backing and other<br />
factors. Changes in the uncertainties and assumptions could materially affect these estimates and the resulting fair value estimates.<br />
The carrying values for financial assets, less any estimated credit adjustments and financial liabilities with a maturity of less than<br />
one year are assumed to approximate their fair values.<br />
073 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
3 FINANCIAL RISK mANAGEmENT oBJECTIVES AND PoLICIES<br />
The Group’s activities are exposed to a variety of financial risks, including foreign currency exchange risk, interest rate risk, credit risk, market<br />
risk and liquidity risk. The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders.<br />
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the<br />
Group’s business whilst managing its foreign exchange, interest, credit and liquidity risks. The Group operates within clearly defined guidelines<br />
that are approved by the Board of Directors.<br />
(a) Interest rate risk<br />
Interest rate risk is the risk that the value of a financial instrument will fluctuate due to changes in market interest rates.<br />
The Group and Company’s interest rate risk exposure are limited to the impact of rate changes on their interest bearing assets such<br />
as deposits with licensed banks and other financial institutions as well as interest-bearing borrowings.<br />
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowing instruments. The<br />
Group’s exposure to risk that the value of a financial instrument will fluctuate due to changes in market interest rates is provided in<br />
the respective notes to financial statement.<br />
(b) Foreign currency exchange risk<br />
Foreign currency exchange risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates.<br />
The Company does not have any significant exposure to foreign currency exchange risk. The Group is exposed to foreign currency<br />
exchange risk as a result of the foreign currency transactions entered into by the Group. To limit its exposure to foreign currency<br />
exchange movements, the Group enters into foreign currency forward contracts.<br />
(c) Credit risk<br />
Credit risk is the potential loss arising from customers or counterparties failing to meet their financial contractual obligations.<br />
The Group and Company have no significant concentration of credit risks. Credit risk is controlled by the application of credit approvals,<br />
limit and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s association to business partners<br />
with high credit worthiness. Trade receivables are monitored on an ongoing basis via the Group management reporting procedures.<br />
(d) market risk<br />
Market risk is the potential loss which can arise for positions held by the Group and Company due to adverse changes in the level of<br />
market prices or price-influencing parameters in the financial markets. The adverse changes can occur in interest rate, foreign exchange<br />
and equity markets. The Group and Company regularly review these risks and take proactive measures to mitigate the potential impact<br />
of such risks.<br />
(e) Liquidity risk<br />
Liquidity risk is the risk that an enterprise will encounter difficulty in raising funds to meet its current and future payment obligations<br />
associated with financial obligations when they fall due.<br />
Prudent liquidity risk management implies maintaining sufficient cash, highly liquid investments and the availability of funding through<br />
an adequate amount of committed credit facilities. The Group and Company monitor their liquidity position on a daily basis.<br />
4 CRITICAL ACCoUNTING ESTImATES AND JUDGmENTS<br />
Estimates and judgments are continually evaluated by the Directors and are based on historical experience and other factors, including<br />
expectations of future events that are believed to be reasonable under the circumstances.<br />
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the<br />
related actual results. To enhance the information content of the estimates, certain key variables that are anticipated to have material impact<br />
to the Group’s results and financial position are tested for sensitivity to changes in the underlying parameters. The estimates and assumptions<br />
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year<br />
are outlined below.<br />
(a) Pro<strong>vision</strong> for free service<br />
The Group provides free service in respect of vehicles sold. Pro<strong>vision</strong> for free service is determined using a standard labour hours to<br />
be incurred based on past service histories and trends.<br />
074 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
4 CRITICAL ACCoUNTING ESTImATES AND JUDGmENTS (cont’d)<br />
(b) Impairment of property, plant and equipment and an associate<br />
If, at the date of the financial statements, there is any indication that a tangible non-current asset has been impaired, the recoverable<br />
amount of the asset would be estimated. The recoverable amount is the higher of the asset’s fair value less cost to sell and its value<br />
in use, estimated with reference to management’s projections of future cash flows. If the recoverable amount of the asset is less than<br />
the carrying amount, an impairment loss is recognised and the carrying amount of the asset is reduced to the recoverable amount.<br />
Determination of the recoverable amount is based upon management’s projections of future cash flows, which are generally made by<br />
use of internal business plans or forecasts.<br />
(c) Taxation<br />
Significant judgment is required in determining the pro<strong>vision</strong> for income taxes. There are transactions and calculations for which<br />
the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for tax based on<br />
estimates of assessment of the tax liability due. When the final tax outcome of these matters is different from the amounts that were<br />
initially recorded, such differences will impact the income tax and deferred tax pro<strong>vision</strong>s, where applicable, in the period in which such<br />
determination is made.<br />
(d) Recognition of deferred tax assets<br />
5 REVENUE<br />
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the temporary<br />
differences can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be<br />
recognised based upon the likely timing and level of future taxable profits together with future tax planning strategies.<br />
Revenue for the Group comprises sales of motor vehicles, accessories and related spare parts net of discounts, returns and government duties<br />
and taxes, net commission earned and after sales services.<br />
Revenue for the Company comprises sales of motor vehicles, accessories and related spare parts net of discounts, returns and government<br />
duties and taxes, net commission earned and revenue from after sales services.<br />
Analysis of revenue:<br />
075 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Vehicles and accessories 2,228,979 2,091,818 1,888,062 1,688,335<br />
Parts and after sales services 190,214 230,070 182,591 221,385<br />
Others 679 434 - -<br />
2,419,872 2,322,322 2,070,653 1,909,720<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
6 PRoFIT FRom oPERATIoNS<br />
076 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
The profit from operations is arrived at<br />
after charging/(crediting):<br />
Auditors’ remuneration 148 217 93 142<br />
Staff costs:<br />
- wages, salaries and bonus 46,395 56,547 39,275 48,581<br />
- defined contribution plan 8,706 11,094 7,276 9,432<br />
- defined benefit plan 253 1,180 242 1,120<br />
- staff separation scheme - 6,153 - 7,419<br />
- other staff costs 6,839 8,367 5,847 7,442<br />
62,193 83,341 52,640 73,994<br />
Directors’ remuneration (Note 7) 1,144 1,383 1,144 1,383<br />
Depreciation of property, plant and equipment 12,249 18,540 7,515 10,788<br />
Amortisation of prepaid lease rental 286 545 19 23<br />
Rental of buildings:<br />
- a subsidiary - - 6,120 9,713<br />
- others 8,682 8,668 7,248 6,554<br />
Property, plant and equipment written off 67 2,273 56 282<br />
Warranty claims written off 1,903 2,545 1,903 2,545<br />
Net inventory written down/(back) 1,287 (6,902) 2,383 -<br />
Research expenses 27 - - -<br />
Impairment loss on property, plant and equipment - 2,282 - -<br />
Impairment loss on prepaid lease rental - 108 - -<br />
Hire of equipment 288 354 232 261<br />
Allowance/(write-back) for impairment of investment in:<br />
- a subsidiary - - 100 -<br />
- an associate - (8,225) 16,312 (7,496)<br />
Pro<strong>vision</strong> for liabilities and charges (net of write-back) 3,314 (149) 2,047 (945)<br />
Loss on liquidation of an associate 82 - 9 -<br />
Allowance/(write back) for doubtful debts:<br />
- receivables 30 155 - 59<br />
- amounts due from subsidiaries - - (14,151) 449<br />
Bad debts written off 39 - 39 -<br />
Gross dividends from investments in:<br />
- associates - - (2,861) (7,434)<br />
- jointly controlled entities - - (33,519) (27,433)<br />
- quoted investments in <strong>Malaysia</strong> (27) (41) (27) (41)<br />
Rental income (810) (587) (97) (68)<br />
Interest income from:<br />
- subsidiaries - - (163) (2,909)<br />
- deposits with licensed banks/other licensed financial institutions (5,571) (14,939) (5,459) (14,802)<br />
Net gain on sale of property, plant and equipment (240) (34,331) (273) (918)<br />
Net unrealised loss on foreign exchange 3 - - -<br />
Net realised loss/(gain) on foreign exchange 92 (131) - -<br />
Direct operating expenses from investment properties that generated income for the Group during the financial year amounted to approximately<br />
RM29,000 (2008: RM35,000).<br />
Direct operating expenses from investment properties that did not generate income for the Group during the financial year amounted to<br />
approximately RM24,000 (2008: RM39,000).
7 DIRECToRS’ REmUNERATIoN<br />
077 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Fees 516 672 516 672<br />
Salaries, bonuses and allowances 546 612 546 612<br />
Defined contribution plan 82 99 82 99<br />
1,144 1,383 1,144 1,383<br />
The estimated monetary value of other benefits not included<br />
in the above received by Directors of the Company 236 267 236 267<br />
8 FINANCE CoST<br />
9 TAX<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Interest expense from:<br />
- borrowings 104 - 104 -<br />
- finance lease liabilities 35 7 35 7<br />
In <strong>Malaysia</strong><br />
139 7 139 7<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Current tax:<br />
- Current financial year 7,578 10,048 12,476 13,372<br />
- (Over)/under pro<strong>vision</strong> in prior<br />
financial period/years (3,461) 3,563 - -<br />
4,117 13,611 12,476 13,372<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
9 TAX (cont’d)<br />
078 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Deferred tax (Note 19):<br />
- Origination and reversal of<br />
temporary differences (2,407) 1,400 (762) 3,054<br />
- Under/(over) pro<strong>vision</strong> in prior<br />
financial period/years 4,539 (4,248) - -<br />
Reconciliation of the profit<br />
before tax and tax expense:<br />
2,132 (2,848) (762) 3,054<br />
6,249 10,763 11,714 16,426<br />
Profit before tax 31,928 116,127 45,209 70,522<br />
Tax at 25% (2008: 26%) 7,982 30,193 11,302 18,335<br />
Tax effects of:<br />
- share of jointly controlled entities (5,978) (9,287) - -<br />
- share of associates 3,783 (388) - -<br />
Non-deductible expenses 1,405 2,893 1,602 718<br />
Non-taxable income - (10,048) (1,660) (3,123)<br />
Change in tax rate 236 588 470 496<br />
Unrecognised deferred tax assets 104 46 - -<br />
Net under/(over) pro<strong>vision</strong> in prior financial years 1,078 (685) - -<br />
Recognition of previously unrecognised deferred tax assets (1,158) - - -<br />
Utilisation of prior financial period/years tax losses not<br />
previously recognised (1,203) (2,549) - -<br />
Tax 6,249 10,763 11,714 16,426<br />
10 DIVIDENDS<br />
Dividends paid in respect of the financial year are as follows:<br />
GRoUP AND ComPANy<br />
31.3.2009 31.3.2008<br />
Amount of Amount of<br />
Gross dividend Gross dividend<br />
per share net of tax per share net of tax<br />
Sen Rm’000 Sen Rm’000<br />
Final dividend paid 13.5 24,874 137.0 249,018<br />
Interim dividend paid 8.0 14,940 - -<br />
Special tax exempt dividend paid 100.0 248,993 - -<br />
121.5 288,807 137.0 249,018
10 DIVIDENDS (cont’d)<br />
At the forthcoming Annual General Meeting of the Company, a final gross dividend of 2.0 sen (2008: 13.5 sen) per share less income tax at<br />
25%, amounting to approximately RM3,735,000 (2008: RM24,874,000) in respect of the financial year ended 31 March 2009 will be proposed<br />
for shareholders’ approval.<br />
11 EARNINGS PER SHARE<br />
Basic earnings per share is calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares<br />
in issue during the financial year.<br />
079 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP<br />
year 15 months<br />
ended ended<br />
31.3.2009 31.3.2008<br />
Profit attributable to equity holders (RM’000) 25,679 105,364<br />
Weighted average number of ordinary shares in issue (‘000) 248,993 248,993<br />
Basic earnings per share (sen) 10.3 33.9<br />
* For comparative purposes, the calculation of earnings per share for the financial period ended 31 March 2008 is annualised.<br />
12 PRoPERTy, PLANT AND EQUIPmENT<br />
Group<br />
Cost<br />
Buildings machinery,<br />
Freehold and equipment<br />
land renovation and vehicles Total<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 61,028 164,593 125,179 350,800<br />
Additions - 1,553 4,562 6,115<br />
Disposals - (1,181) (3,663) (4,844)<br />
Write-offs - (223) (132) (355)<br />
At 31 March 2009 61,028 164,742 125,946 351,716<br />
Accumulated depreciation<br />
At 1 April 2008 - 64,109 106,034 170,143<br />
Charge for the financial year - 4,432 7,817 12,249<br />
Disposals - (1,180) (3,400) (4,580)<br />
Write-offs - (187) (101) (288)<br />
At 31 March 2009 - 67,174 110,350 177,524<br />
Net book value 61,028 97,568 15,596 174,192<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
12 PRoPERTy, PLANT AND EQUIPmENT (cont’d)<br />
Group<br />
Cost<br />
080 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Buildings machinery,<br />
Freehold and equipment Construction<br />
land renovation and vehicles in progress Total<br />
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 January 2007 81,772 189,581 129,933 - 401,286<br />
Additions - 1,354 5,331 - 6,685<br />
Disposals (20,527) (18,593) (6,985) - (46,105)<br />
Write-offs - (4,379) (3,100) - (7,479)<br />
Revaluation surplus 852 - - - 852<br />
Reclassified from non-current assets held for sale 11,537 30 - 174 11,741<br />
Reclassified as investment properties (12,606) (3,400) - (174) (16,180)<br />
At 31 March 2008 61,028 164,593 125,179 - 350,800<br />
Accumulated depreciation<br />
At 1 January 2007 - 63,596 102,553 - 166,149<br />
Charge for the financial period - 6,654 11,886 - 18,540<br />
Disposals - (5,234) (4,845) - (10,079)<br />
Write-offs - (2,870) (2,336) - (5,206)<br />
Impairment loss - 3,506 (1,224) - 2,282<br />
Reclassified from non-current assets held for sale - 26 - - 26<br />
Revaluation surplus - (239) - - (239)<br />
Reclassified as investment properties - (1,330) - - (1,330)<br />
At 31 March 2008 - 64,109 106,034 - 170,143<br />
Net book value 61,028 100,484 19,145 - 180,657<br />
Company<br />
Cost<br />
Buildings machinery,<br />
and equipment<br />
renovation and vehicles Total<br />
Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 22,996 103,118 126,114<br />
Additions 1,062 4,283 5,345<br />
Disposals (1,178) (3,398) (4,576)<br />
Write-offs (91) (95) (186)<br />
At 31 March 2009 22,789 103,908 126,697<br />
Accumulated depreciation<br />
At 1 April 2008 15,576 88,260 103,836<br />
Charge for the financial year 1,441 6,074 7,515<br />
Disposals (1,178) (3,219) (4,397)<br />
Write-offs (59) (71) (130)<br />
At 31 March 2009 15,780 91,044 106,824<br />
Net book value 7,009 12,864 19,873
12 PRoPERTy, PLANT AND EQUIPmENT (cont’d)<br />
Cost<br />
081 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Buildings machinery,<br />
and equipment<br />
renovation and vehicles Total<br />
Rm’000 Rm’000 Rm’000<br />
At 1 January 2007 22,826 105,089 127,915<br />
Additions 1,261 5,074 6,335<br />
Disposals (3) (5,028) (5,031)<br />
Write-offs (1,088) (2,017) (3,105)<br />
At 31 March 2008 22,996 103,118 126,114<br />
Accumulated depreciation<br />
At 1 January 2007 14,849 85,065 99,914<br />
Charge for the financial period 1,612 9,176 10,788<br />
Disposals (3) (4,040) (4,043)<br />
Write-offs (882) (1,941) (2,823)<br />
At 31 March 2008 15,576 88,260 103,836<br />
Net book value 7,420 14,858 22,278<br />
During the financial year, the Group and Company acquired property, plant and equipment by means of finance lease arrangements amounting<br />
to RM1,831,000 (2008: RM nil).<br />
Net book value of property, plant and equipment for the Group and Company purchased under finance lease arrangement is approximately<br />
RM1,784,000 (2008: RM574,000).<br />
13 PREPAID LEASE RENTAL<br />
Group<br />
Long-term Short-term<br />
leasehold leasehold<br />
land land Total<br />
Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 6,169 4,998 11,167<br />
Amortised during the financial year (53) (233) (286)<br />
At 31 March 2009 6,116 4,765 10,881<br />
At 1 January 2007 6,474 6,800 13,274<br />
Amortised during the financial period (90) (455) (545)<br />
Reclassification (215) 215 -<br />
Reclassified from non-current assets held for sale - 1,937 1,937<br />
Impairment loss - (108) (108)<br />
Revaluation surplus - 289 289<br />
Reclassified as investment properties - (3,680) (3,680)<br />
At 31 March 2008 6,169 4,998 11,167<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
13 PREPAID LEASE RENTAL (cont’d)<br />
Company<br />
082 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Short-term<br />
leasehold<br />
land Total<br />
Rm’000 Rm’000<br />
At 1 April 2008 1,580 1,580<br />
Amortised during the financial year (19) (19)<br />
At 31 March 2009 1,561 1,561<br />
At 1 January 2007 1,603 1,603<br />
Amortised during the financial period (23) (23)<br />
At 31 March 2008 1,580 1,580<br />
14 INVESTmENT PRoPERTIES<br />
Short term Buildings<br />
Freehold leasehold and Construction<br />
Group land land renovation in progress Total<br />
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 April 2008 12,606 3,680 2,070 174 18,530<br />
Reclassification - - 174 (174) -<br />
At 31 March 2009 12,606 3,680 2,244 - 18,530<br />
At 1 January 2007 - - - - -<br />
Reclassified from property, plant and equipment 12,606 - 2,070 174 14,850<br />
Reclassified from prepaid lease rental - 3,680 - - 3,680<br />
At 31 March 2008 12,606 3,680 2,070 174 18,530<br />
Investment properties are stated at fair value, representing open-market value determined by external valuers.<br />
15 oTHER INVESTmENTS<br />
At cost<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Quoted shares in <strong>Malaysia</strong> 521 521 338 338<br />
Unquoted shares 5,644 6,330 5,526 6,212<br />
Less: Accumulated impairment losses (1,776) (1,776) (1,776) (1,776)<br />
3,868 4,554 3,750 4,436<br />
4,389 5,075 4,088 4,774<br />
Market value of quoted shares in <strong>Malaysia</strong> 703 1,219 703 1,219<br />
The fair value of the unquoted shares approximate their carrying value.
16 SUBSIDIARIES<br />
083 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
ComPANy<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Unquoted shares, at cost 64,534 64,534<br />
Less: Accumulated impairment losses (11,785) (11,685)<br />
The subsidiaries, all of which are incorporated in <strong>Malaysia</strong>, are as follows:<br />
Effective<br />
equity interest<br />
Name of subsidiary 31.3.2009 31.3.2008 Principal activities<br />
% %<br />
Held by the Company:<br />
52,749 52,849<br />
EON Properties Sdn Bhd 100.0 100.0 Investment and management of properties<br />
Automotive Conversion Engineering 100.0 100.0 Conversion and modification of motor<br />
Sdn Bhd vehicles and distribution of car accessories<br />
Euromobil Sdn Bhd 100.0 100.0 Marketing of Audi & Volkswagen motor vehicles<br />
and related spare parts and servicing of vehicles<br />
EONMobil Sdn Bhd 100.0 100.0 Marketing of Suzuki motor vehicles<br />
EON Auto Mart Sdn Bhd 100.0 100.0 Marketing of Mitsubishi motor vehicles<br />
EON Trading Sdn Bhd 100.0 100.0 Dormant<br />
Liku Nostalgia Sdn Bhd 100.0 100.0 Dormant<br />
EON Technologies Sdn Bhd 100.0 100.0 Dormant<br />
EON Resorts Sdn Bhd 100.0 100.0 Dormant<br />
Corporate Galaxy Sdn Bhd 100.0 100.0 Dormant<br />
Held by EON Trading Sdn Bhd:<br />
EON Inovasi Sdn Bhd 100.0 100.0 Dormant<br />
Held by EON Technologies Sdn Bhd:<br />
EON Network Systems Sdn Bhd 100.0 100.0 Dormant<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
17 JoINTLy CoNTRoLLED ENTITIES<br />
Group<br />
084 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Share of net assets of jointly controlled entities 102,251 105,435<br />
Company<br />
Unquoted shares, at cost 35,206 35,206<br />
(i) The Group’s share of the assets and liabilities of the jointly controlled entities are as follows:<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Current assets 125,231 130,915<br />
Non-current assets 15,636 14,948<br />
Current liabilities (38,616) (40,348)<br />
Non-current liabilities - (80)<br />
Net assets 102,251 105,435<br />
(ii) The Group’s share of the revenue and expenses of the jointly controlled entities are as follows:<br />
year 15 months<br />
ended ended<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Revenue 322,751 274,624<br />
Expenses (290,949) (228,140)<br />
Profit before tax 31,802 46,484<br />
Tax (7,890) (10,763)<br />
Profit after tax 23,912 35,721<br />
(iii) The Group’s share of capital commitments for property, plant and equipment of the jointly controlled entities are as follows:<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Approved and contracted for - -<br />
Approved but not contracted for 773 937
17 JoINTLy CoNTRoLLED ENTITIES (cont’d)<br />
(iv) There is no material contingent liability relating to jointly controlled entities.<br />
18 ASSoCIATES<br />
Group<br />
The jointly controlled entities, all of which are incorporated in <strong>Malaysia</strong>, are as follows:<br />
Effective<br />
equity interest<br />
Name of jointly controlled entity 31.3.2009 31.3.2008 Principal activities<br />
% %<br />
Proton Parts Centre Sdn Bhd 40.0 40.0 Warehousing and distribution of motor<br />
vehicles, spare parts and accessories<br />
Mitsubishi Motors <strong>Malaysia</strong> Sdn Bhd + 48.0 48.0 Distribution of the Mitsubishi motor<br />
vehicles, vehicle components,<br />
spare parts and accessories<br />
+ Not audited by PricewaterhouseCoopers<br />
085 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Share of net assets of associates 41,047 50,368<br />
Company<br />
Unquoted shares, at cost 63,361 56,533<br />
Less: Accumulated impairment losses (36,153) (20,221)<br />
(i) The Group’s share of the assets and liabilities of the associates are as follows:<br />
27,208 36,312<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Current assets 34,847 40,250<br />
Non-current assets 127,062 132,678<br />
Current liabilities (31,377) (33,323)<br />
Non-current liabilities (89,485) (89,237)<br />
41,047 50,368<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
18 ASSoCIATES (cont’d)<br />
(ii) The Group’s share of the revenue and expenses of the associates are as follows:<br />
086 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
year 15 months<br />
ended ended<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Revenue 100,170 117,244<br />
Expenses (114,236) (111,602)<br />
(Loss)/profit before tax (14,066) 5,642<br />
Tax (1,064) (4,148)<br />
(Loss)/profit after tax (15,130) 1,494<br />
(iii) There is no capital commitment relating to associates.<br />
(iv) There is no material contingent liability relating to associates.<br />
The associates are as follows:<br />
Effective<br />
equity interest<br />
Name of associate 31.3.2009 31.3.2008 Principal activities<br />
% %<br />
SRT-EON Security Services<br />
Sdn Bhd + 40.0 40.0 Pro<strong>vision</strong> of security services<br />
HICOM Megah Sdn Bhd + 36.0 36.0 Property development and investment holding<br />
Johnson Controls Automotive 30.0 30.0 Manufacturing of car seats, seat paddings,<br />
Holding (M) Sdn Bhd steering wheels, and other car interior parts for<br />
the group and investment holding and property<br />
letting for the company<br />
Incorporated in the United Kingdom:<br />
Proton Cars (Europe) Limited * - 44.4 Liquidated on 22 December 2008<br />
+ Not audited by PricewaterhouseCoopers<br />
* Audited by a member firm of PricewaterhouseCoopers International Limited which is a separate and independent legal entity from<br />
PricewaterhouseCoopers <strong>Malaysia</strong>.
19 DEFERRED TAXATIoN<br />
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities<br />
and when the deferred taxes relate to the same authority.<br />
Subject to income tax<br />
087 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Deferred tax assets 5,400 3,521 3,371 2,609<br />
Deferred tax liabilities (6,102) (2,091) - -<br />
(702) 1,430 3,371 2,609<br />
At 1 April/1 January 1,430 (1,418) 2,609 5,663<br />
(Charged)/credited to income statement<br />
(Note 9):<br />
- property, plant and equipment (4,680) 7,336 (643) 692<br />
- pro<strong>vision</strong>s 1,756 (2,578) 1,405 (2,155)<br />
- unabsorbed tax losses 792 (319) - -<br />
- unutilised capital allowances - (1,591) - (1,591)<br />
(2,132) 2,848 762 (3,054)<br />
At 31 March (702) 1,430 3,371 2,609<br />
The deferred tax assets and liabilities are in respect of the following temporary differences:<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Deferred tax assets (before and after offsetting)<br />
Pro<strong>vision</strong>s 6,302 4,546 5,260 3,855<br />
Unabsorbed tax losses 1,157 365 - -<br />
7,459 4,911 5,260 3,855<br />
Less: Offsetting (2,059) (1,390) (1,889) (1,246)<br />
5,400 3,521 3,371 2,609<br />
Deferred tax liabilities (before and after offsetting)<br />
Property, plant and equipment (8,161) (3,481) (1,889) (1,246)<br />
Less: Offsetting 2,059 1,390 1,889 1,246<br />
(6,102) (2,091) - -<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
19 DEFERRED TAXATIoN (cont’d)<br />
Unutilised capital allowances, unabsorbed tax losses and other temporary differences (with no expiry date) for which deferred tax benefits<br />
have not been accounted for in the financial statements are as follows:<br />
088 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Unabsorbed tax losses 48,298 57,940<br />
Unutilised capital allowances 633 518<br />
Other temporary differences 1,526 1,025<br />
50,457 59,483<br />
No deferred tax asset is recognised in respect of the above as it is not probable that future taxable profit will be available against which<br />
they can be utilised.<br />
20 INVENToRIES<br />
At cost:<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Raw materials 725 137 - -<br />
Work-in-progress 141 83 - -<br />
Finished goods:<br />
- vehicles 203,924 270,501 182,488 251,993<br />
- spare parts, accessories<br />
and others 5,726 5,435 4,346 3,952<br />
At net realisable value:<br />
210,516 276,156 186,834 255,945<br />
Finished goods:<br />
- vehicles 12,595 12,742 5,386 4,031<br />
- spare parts, accessories<br />
and others 1,264 2,469 1,264 2,469<br />
13,859 15,211 6,650 6,500<br />
224,375 291,367 193,484 262,445
21 RECEIVABLES<br />
089 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Trade receivables 89,911 105,619 76,906 93,178<br />
Less: Allowance for doubtful debts (64) (58) (34) (59)<br />
89,847 105,561 76,872 93,119<br />
Other receivables 11,012 15,701 1,508 3,511<br />
Less: Allowance for doubtful debts (247) (248) - -<br />
10,765 15,453 1,508 3,511<br />
Warranty claims receivable 7,183 9,123 6,449 8,400<br />
Deposits 3,874 3,678 2,638 2,633<br />
Prepayments 1,110 1,098 605 962<br />
112,779 134,913 88,072 108,625<br />
Credit terms of trade receivables ranged from 7 to 90 days (2008: 10 to 90 days) for the Group and from 7 to 90 days (2008: 30 to 90<br />
days) for the Company.<br />
22 AmoUNTS DUE FRom ImmEDIATE AND PENULTImATE HoLDING ComPANIES<br />
The amounts due from immediate and penultimate holding companies are unsecured, interest free and payable at call.<br />
23 AmoUNTS DUE FRom/(To) SUBSIDIARIES, JoINTLy CoNTRoLLED ENTITIES AND AN ASSoCIATE<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Amounts due from subsidiaries - - 180,943 186,603<br />
Less: Allowances for doubtful debts - - (56,453) (70,604)<br />
- - 124,490 115,999<br />
Amounts due from jointly controlled entities 2,155 1,161 1,031 322<br />
Amounts due from an associate 5 8 5 8<br />
Amounts due to subsidiaries - - (1,248) (1,183)<br />
Amounts due to jointly controlled entities (24,216) (22,270) (24,216) (22,270)<br />
The amounts due from/(to) are unsecured, interest free and payable at call, except for the amounts due from subsidiaries amounting to<br />
RM69,271,000 (2008: RM71,889,000) which are charged interest at rates ranging from 2.53% to 3.49% (2008: 3.46% to 3.52%) per annum.<br />
The effective interest rate at the balance sheet date is 2.53% (2008: 3.49%) per annum.<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
24 AmoUNTS DUE FRom/(To) oTHER RELATED ComPANIES<br />
The amounts due from/(to) other related companies are unsecured, interest free and payable at call.<br />
25 CASH AND BANK BALANCES AND DEPoSITS WITH FINANCIAL INSTITUTIoNS<br />
090 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Cash and bank balances 31,498 28,508 23,845 20,736<br />
Deposits with licensed banks 88,401 112,451 83,700 109,474<br />
Deposits with other licensed financial institutions - 242,560 - 242,560<br />
The weighted average interest rates as at the financial year end are as follows:<br />
119,899 383,519 107,545 372,770<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
% % % %<br />
per annum per annum per annum per annum<br />
Deposits with licensed banks 1.94 3.47 1.94 3.47<br />
Deposits with other licensed financial institutions n/a 3.52 n/a 3.52<br />
Bank balances are deposits held at call with licensed banks and earn no interest.<br />
Deposits with licensed banks and other licensed financial institutions of the Group and Company have an average maturity of 13 days (2008:<br />
30 days).<br />
26 NoN-CURRENT ASSETS HELD FoR SALE (2008)<br />
Group<br />
Short term Buildings<br />
Freehold leasehold and Construction<br />
land land renovation in progress Total<br />
Rm’000 Rm’000 Rm’000 Rm’000 Rm’000<br />
At 1 January 2007 11,537 1,937 4 174 13,652<br />
Reclassified as property, plant and equipment (11,537) - (4) (174) (11,715)<br />
Reclassified as prepaid lease rental - (1,937) - - (1,937)<br />
At 31 March 2008 - - - - -<br />
Non-current assets held for sale comprised land and buildings previously included in property, plant and equipment which have been identified<br />
and approved for disposal by the Directors. At 31 March 2008, the disposals have not been completed and were not expected to be completed<br />
within 12 months after the balance sheet date. Thus, these balances have been reclassified to the original category.
27 PAyABLES<br />
091 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Trade payables 89,093 218,339 86,939 215,683<br />
Other payables 18,460 25,382 10,619 13,990<br />
Accruals 29,193 22,120 26,735 18,333<br />
Lease payables (Note 31) 523 411 523 411<br />
137,269 266,252 124,816 248,417<br />
Credit terms of the trade payables of the Group and Company ranged from 7 to 90 days (2008: 7 to 60 days).<br />
The currency exposure profile of trade payables is as follows:<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
- Ringgit <strong>Malaysia</strong> 89,057 218,325 86,939 215,683<br />
- Euro 36 14 - -<br />
28 PRoVISIoNS FoR LIABILITIES AND CHARGES<br />
Group<br />
89,093 218,339 86,939 215,683<br />
Extended Free<br />
Warranty warranty service Total<br />
RM’000 RM’000 RM’000 RM’000<br />
At 1 April 2008 590 1,819 2,586 4,995<br />
Charged to income statement 1,190 - 6,785 7,975<br />
Unused amount reversed during the financial year (1) (1,656) (3,004) (4,661)<br />
Utilised during the financial year (1,188) (45) (4,218) (5,451)<br />
At 31 March 2009 591 118 2,149 2,858<br />
Company<br />
At 1 April 2008 - 1,819 2,342 4,161<br />
Charged to income statement - - 6,703 6,703<br />
Unused amount reversed during the financial year - (1,656) (3,000) (4,656)<br />
Utilised during the financial year - (45) (4,145) (4,190)<br />
At 31 March 2009 - 118 1,900 2,018<br />
Warranty/extended warranty<br />
The Group gives warranty and extended warranty on certain vehicles and undertakes to replace defective items. A pro<strong>vision</strong> has been<br />
recognised at the financial year/period end for expected warranty claims based on past experience of the level of returns.<br />
Free service<br />
The Group provides free service to certain vehicles and undertake to provide free labour charges. A pro<strong>vision</strong> has been recognised at the<br />
financial year/period end for expected free service claims based on past experience of the level of vehicles serviced.<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
29 BANK BoRRoWINGS (UNSECURED)<br />
092 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Bankers’ acceptance 20,000 - 20,000 -<br />
The weighted average effective interest rate applicable to the Group and Company was 2.69% per annum.<br />
30 PRoVISIoN FoR RETIREmENT BENEFITS<br />
The Group operates an unfunded defined benefit scheme for all eligible employees as stipulated in the Collection Agreement with its union employees.<br />
Pro<strong>vision</strong> for retirement benefits is charged to the income statement so as to spread the cost of pensions over the employees’ working life<br />
with the Group. The charge is determined by a qualified actuary on the basis of triennial valuations. The latest actuarial valuation of the plan<br />
was carried out on 31 December 2006, using the Projected Credit Unit method.<br />
GRoUP ComPANy<br />
Rm’000 Rm’000<br />
At 1 April 2008 7,845 7,427<br />
Charged to income statement 894 849<br />
Unused amount reversed (641) (607)<br />
Utilised during the financial year (102) (102)<br />
At 31 March 2009 7,996 7,567<br />
The amount recognised in the balance sheets comprised the following:<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Present value of the unfunded obligations 7,996 7,845 7,567 7,427<br />
The amount recognised in the income statements were included in administrative expenses and comprised the following:<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Current service cost 504 670 473 643<br />
Interest cost 390 510 376 477<br />
Unused amount reversed (641) - (607) -<br />
253 1,180 242 1,120
30 PRoVISIoN FoR RETIREmENT BENEFITS (cont’d)<br />
The principal actuarial assumptions used in the latest actuarial valuation are:<br />
Discount rate 6<br />
Expected rate of salary increase 0 - 5<br />
31 LEASE PAyABLES<br />
Finance lease liabilities are repayable in the following years:<br />
093 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP AND ComPANy<br />
%<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Within one year 617 411<br />
Between one and five years 1,050 -<br />
1,667 411<br />
Less: Finance charges (158) -<br />
Present value of finance lease liabilities 1,509 411<br />
Representing lease liabilities:<br />
Within one year included in payables (Note 27) 523 411<br />
Between one and five years 986 -<br />
32 SHARE CAPITAL<br />
Authorised:<br />
1,509 411<br />
GRoUP AND ComPANy<br />
31.3.2009 31.3.2008<br />
Rm’000 Rm’000<br />
Ordinary shares of RM1 each 1,000,000 1,000,000<br />
Issued and fully paid:<br />
Ordinary shares of RM1 each 248,993 248,993<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
33 SIGNIFICANT RELATED PARTy TRANSACTIoNS<br />
In addition to other related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party<br />
transactions and the recurrent related party transactions for which shareholders’ mandate has been obtained. These related party transactions<br />
were carried out on terms and conditions similar to those obtainable in other transactions with unrelated parties. All related party transactions<br />
required by <strong>Bursa</strong> <strong>Malaysia</strong> Securities Listing Requirements to be mandated by shareholders were conducted in accordance with the general<br />
mandate obtained from shareholders.<br />
The Company is 79.05% owned by HICOM Holdings Berhad, which is effectively a wholly-owned subsidiary of DRB-HICOM Berhad (“DRB-<br />
HICOM”). DRB-HICOM is incorporated in <strong>Malaysia</strong> and listed on the Main Board of <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad. The ultimate holding<br />
company is Etika Strategi Sdn Bhd, a company incorporated in <strong>Malaysia</strong>.<br />
(a) Significant transactions with related parties<br />
094 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
(i) Sales of motor vehicles, accessories,<br />
related spare parts/servicing of vehicles to:<br />
Mitsubishi Motors <strong>Malaysia</strong> Sdn Bhd<br />
(a jointly controlled entity)<br />
MMC – Gamuda Joint Venture Sdn Bhd<br />
(a company in which a major shareholder<br />
4,405 1,402 4,394 1,323<br />
of DRB-HICOM has significant interest)<br />
Proton Parts Centre Sdn Bhd<br />
4,384 - - -<br />
(a jointly controlled entity) 1,354 1,344 1,354 1,344<br />
(ii) Insurance commission and claims<br />
received/receivable from:<br />
Uni Asia General Insurance Berhad<br />
(a subsidiary of DRB-HICOM) 10,684 10,957 10,462 10,957<br />
(iii) Sale of property to:<br />
HICOM Indungan Sdn Bhd<br />
(a subsidiary of DRB-HICOM) - 67,000 - -<br />
(iv) Interest received/receivable from:<br />
EON Properties Sdn Bhd - - 163 2,909<br />
(v) Purchases of motor vehicles/related spare parts from:<br />
Automotive Conversion Engineering Sdn Bhd<br />
Proton Parts Centre Sdn Bhd<br />
- - 11,615 8,669<br />
(a jointly controlled entity)<br />
Mitsubishi Motors <strong>Malaysia</strong> Sdn Bhd<br />
98,208 127,466 98,208 127,466<br />
(a jointly controlled entity)<br />
Suzuki <strong>Malaysia</strong> Automobile Sdn Bhd<br />
277,711 253,766 5,594 4,180<br />
(an associate of DRB-HICOM) 9,269 7,072 - -<br />
(vi) Payment of rental to:<br />
EON Properties Sdn Bhd - - 6,120 9,713<br />
(vii) Handling fees received/receivable from:<br />
EON Capital Group (a company in which a Director<br />
is deemed to have an interest) 4,066 5,297 4,066 5,297
33 SIGNIFICANT RELATED PARTy TRANSACTIoNS (cont’d)<br />
(a) Significant transactions with related parties (cont’d)<br />
095 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
year 15 months year 15 months<br />
ended ended ended ended<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
(viii) Write back of doubtful debts on amounts<br />
due from subsidiary:<br />
EON Auto Mart Sdn Bhd - - (14,611) -<br />
(b) Significant balances with related parties<br />
(i) Amounts due from jointly controlled entities:<br />
Mitsubishi Motors <strong>Malaysia</strong> Sdn Bhd 2,155 1,161 1,031 322<br />
(ii) Amounts due to jointly controlled entities:<br />
Proton Parts Centre Sdn Bhd (24,216) (22,270) (24,216) (22,270)<br />
(iii) Amounts due from other related companies:<br />
Uni Asia General Insurance Berhad 1,858 - 1,850 -<br />
(iv) Short term deposits with:<br />
Bank Muamalat <strong>Malaysia</strong> Berhad<br />
(a subsidiary of DRB-HICOM) 36,433 - 36,433 -<br />
(v) Amounts due from subsidiaries:<br />
EON Properties Sdn Bhd - - 69,271 71,889<br />
Euromobil Sdn Bhd - - 26,931 23,676<br />
EON Auto Mart Sdn Bhd - - 78,198 83,183<br />
EONMobil Sdn Bhd - - 5,097 6,409<br />
(vi) Allowance for doubtful debts on amounts due<br />
from subsidiaries:<br />
EON Auto Mart Sdn Bhd - - (50,761) (65,372)<br />
EONMobil Sdn Bhd - - (4,246) (3,786)<br />
(c) Significant transactions with key management<br />
(i) Key management personnel compensation:<br />
- salaries, bonus and allowances 1,259 1,779 1,259 1,779<br />
- defined contribution plan 197 271 197 271<br />
- staff separation scheme - 1,200 - 1,200<br />
(ii) Sale of motor vehicles 124 308 124 -<br />
(d) There are no significant balances with key management.<br />
www.eon.com.my
notes to tHe FinanciaL statements (cont’d.)<br />
31 MARCH 2009<br />
34 CAPITAL CommITmENTS<br />
Capital expenditure for property, plant and equipment:<br />
096 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
GRoUP ComPANy<br />
31.3.2009 31.3.2008 31.3.2009 31.3.2008<br />
Rm’000 Rm’000 Rm’000 Rm’000<br />
Approved and contracted for 1,216 902 1,024 902<br />
Approved but not contracted for 27,739 14,741 15,351 14,741<br />
28,955 15,643 16,375 15,643<br />
The capital commitments relating to jointly controlled entities and associates are disclosed in Note 17 and Note 18 to the financial<br />
statements respectively.<br />
35 SEGmENT REPoRTING<br />
The Group does not prepare segmental reporting as its activities, which are substantially carried out in <strong>Malaysia</strong> are focused on the automotive<br />
sector. The activities of the automotive sector include the marketing of motor vehicles and related spare parts, and servicing of vehicles.<br />
36 CoNTINGENT LIABILITIES<br />
The Group did not have any contingent liability as at 31 March 2009 (2008: nil).<br />
The contingent liabilities relating to jointly controlled entities and associates are disclosed in Note 17 and Note 18 to the financial<br />
statements respectively.<br />
37 FoRWARD FoREIGN EXCHANGE CoNTRACTS<br />
Forward foreign exchange contracts are entered into by the Group in currencies other than their functional currencies to manage exposure to<br />
fluctuation in currency exchange rate on specific transactions.<br />
At 31 March 2009, the settlement dates on open forward contracts ranged between 1 and 2 months (2008: 1 and 2 months). The foreign<br />
currency amount to be paid and the average contractual exchange rates of the Group’s outstanding contracts are as follows:<br />
Average<br />
Currency Rm’000 Contractual<br />
Hedged item to be received equivalent rate<br />
31 March 2009<br />
Payables Japanese Yen 12,135 100Yen = RM3.78<br />
Euro 4,687 EURO 1 = RM4.886<br />
31 March 2008<br />
Payables Japanese Yen 42,872 100Yen = RM3.26<br />
Euro 697 EURO 1 = RM4.859
37 FoRWARD FoREIGN EXCHANGE CoNTRACTS (cont’d)<br />
The net unrecognised loss at 31 March 2009 on open contracts which hedge anticipated future foreign currency purchases amounted to<br />
approximately RM42,000 (2008: net unrecognised gain of approximately RM34,000). These net exchange losses are deferred until the related<br />
purchases are transacted, at which time they are included in the measurement of such transactions.<br />
38 FAIR VALUES<br />
The fair values of monetary financial assets and liabilities of the Group and Company at the balance sheet date with maturity of less than<br />
one year approximate their carrying amounts.<br />
39 SIGNIFICANT EVENTS DURING THE FINANCIAL yEAR<br />
Significant events during the financial year are as follows:<br />
(i) The Group exited from Hyundai dealership with effect from 1 July 2008.<br />
(ii) The dealership agreement with Suzuki <strong>Malaysia</strong> Automobile Sdn Bhd expired on 28 February 2009 and the Group has surrendered the<br />
dealership with effect from 1 April 2009.<br />
(iii) On 30 March 2009, the Group entered into a voluntary termination agreement with Volkswagon Group <strong>Malaysia</strong> Sdn Bhd to early<br />
terminate the dealership with effect from 31 March 2009.<br />
40 EVENT AFTER THE BALANCE SHEET DATE<br />
On 8 May 2009, the Company entered into a Master Dealership Agreement (“Agreement”) with Proton Edar Sdn Bhd (“EDAR”) which<br />
includes amongst others, the rationalisation of the sales and service centres between the Company and EDAR with the purpose of improving,<br />
strengthening and developing the dealer networks (“Proposed Rationalisation”).<br />
Amongst the terms of the Agreement, all sales and service dealers currently under the Company shall migrate to EDAR not later than 31<br />
December 2009. In addition, the Company shall reduce its sales branches from the existing forty (40) to thirty two (32) on or before 31<br />
December 2010.<br />
It is expected that arising from the migration of sales and service dealers to EDAR, the Company will record lower earnings for the forthcoming<br />
financial year. However, it is expected to be mitigated by the cost savings from the Proposed Rationalisation as well as other cost reduction<br />
initiatives to be carried out by the Company.<br />
The Agreement is subject to the execution of a Sales Operations Agreement and a Service Operations Agreement on or before 30 June 2009.<br />
The said subsequent event does not have any material impact on the financial statements for the financial year ended 31 March 2009.<br />
097 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
098 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
Analysis of Shareholding 099<br />
List of Thirty (30) Largest Shareholders 101<br />
Material Properties of EON Group 102<br />
EON – Branches 104<br />
Euromobil – Branches 105<br />
EON Auto Mart – Branches 107<br />
Corporate Directory 108<br />
Proxy Form •
anaLysis oF sHareHoLdinG<br />
AS AT 30 JUNE 2009<br />
Class of Shares : Ordinary shares of RM1.00 each fully paid<br />
Voting Rights : One vote per share<br />
Number of<br />
Size of shareholding Shareholders Percentage Shareholding Percentage<br />
Less than 100 69 2.75 1,048 0.00<br />
100 – 1,000 1,106 44.10 968,562 0.39<br />
1,001 – 10,000 1,196 47.69 3,967,883 1.59<br />
10,001 – 100,000 122 4.86 3,184,300 1.28<br />
100,001 – less than 5% of issued shares 12 0.48 13,872,300 5.57<br />
5% and above of issued shares 3 0.12 226,998,730 91.17<br />
SubStantial ShareholderS as at 30 June 2009<br />
099 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Annual Report Report 2009<br />
2,508 100 248,992,823 100.00<br />
DIRECT INDIRECT<br />
No. of Shares % No. of Shares %<br />
Shareholder Held Held Held Held<br />
HICOM Holdings Berhad (HICOM) 196,845,330 79.05 – –<br />
Mega Consolidated Sdn Bhd – – 196,845,330 (a) 79.05<br />
DRB-HICOM Berhad – – 196,845,330 (a) 79.05<br />
Gadek (<strong>Malaysia</strong>) Berhad – – 196,845,330 (a) 79.05<br />
Etika Strategi Sdn Bhd – – 196,845,330 (a) 79.05<br />
Tan Sri Dato’ Seri Syed Mokhtar Shah bin Syed Nor – – 196,845,330 (a) 79.05<br />
Kualapura (M) Sdn Bhd 30,153,400 12.11 – –<br />
Rin Kei Mei – – 30,153,400 (b) 12.11<br />
Rin Nan Lun – – 30,153,400 (b) 12.11<br />
Mitsubishi Corporation – – 30,153,400 (b) 12.11<br />
Notes:<br />
(a) Deemed interest through HICOM.<br />
(b) Deemed interest through Kualapura (M) Sdn Bhd.<br />
www.eon.com.my
anaLysis oF sHareHoLdinG (cont’d.)<br />
AS AT 30 JUNE 2009<br />
directorS’ direct and indirect intereSt in ShareS in the company and itS related companieS<br />
The Directors’ direct and indirect interest in shares in the Company and its related companies based on the Register of Directors’ Shareholding<br />
are as follows:<br />
100 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
DIRECT INTEREST INDIRECT INTEREST<br />
Name No of shares % of issued No. of shares % of issued<br />
held shares held shares<br />
Shares in the Company held by: - - 30,153,400 12.11<br />
Rin Nan Lun*<br />
Shares in Etika Strategi Sdn Bhd 30,000 10 - -<br />
(Ultimate Holding Company) held by:<br />
Y Bhg Datuk Haji Mohd Khamil bin Jamil<br />
Shares in DRB-HICOM Berhad 26,500 0.0001 - -<br />
(Penultimate Holding Company) held by:<br />
Y Bhg Datuk Syed Hisham bin Syed Wazir<br />
* Deemed interest through Kualapura (M) Sdn Bhd.<br />
None of the other Directors in office as at 30 June 2009 held any interest in shares in the Company or its related companies.
List oF tHirty (30) LarGest sHareHoLders<br />
AS AT 30 JUNE 2009<br />
No Name Shareholding Percentage<br />
1 Mayban Nominees (Tempatan) Sdn Bhd<br />
[ Pledged Securities Account for HICOM Holdings Berhad ] 122,127,330 49.05<br />
2 HICOM Holdings Berhad 74,718,000 30.00<br />
3 Kualapura (M) Sdn Bhd 30,153,400 12.11<br />
4 Permodalan Nasional Berhad 8,866,800 3.56<br />
5 HSBC Nominees (Asing) Sdn Bhd<br />
[ Exempt A/C for JPMorgan Chase Bank, National Association ] 1,969,500 0.79<br />
6 Lembaga Tabung Angkatan Tentera 1,475,000 0.59<br />
7 Hong Yeam Wah 377,300 0.15<br />
8 Hong Weng Hwa 226,100 0.09<br />
9 HSBC Nominees (Asing) Sdn Bhd<br />
[ HSBC-FS 1 for Prudential Financial Asia Pacific Fund ] 196,000 0.08<br />
10 BH Insurance (M) Bhd 150,000 0.06<br />
11 Perbadanan Pembangunan Ekonomi Sabah (Sedco) 150,000 0.06<br />
12 Lim Soo Hian 131,500 0.05<br />
13 Lim Kuan Gin 118,100 0.05<br />
14 Progressive Insurance Bhd 107,000 0.04<br />
15 Minister of Finance<br />
[ Akaun Jaminan Pinjaman Kerajaan Persekutuan ] 105,000 0.04<br />
16 M’sian Vermicelli Manufactures (M) Sdn Bhd 100,000 0.04<br />
17 Hamidah binti Abdul Rahman 100,000 0.04<br />
18 Hong Tian Hua 94,000 0.04<br />
19 Public Nominees (Tempatan) Sdn Bhd<br />
[ Pledged Securities Account for Lam Ching Yew ] 90,000 0.04<br />
20 Shin Eun Sook 81,000 0.03<br />
21 Chia Thuan Leang 73,000 0.03<br />
22 Khalil bin Haji Hussain 70,000 0.03<br />
23 BH Insurance (M) Bhd 65,000 0.03<br />
24 Ong Keh Eon 62,600 0.03<br />
25 Lim Soo Thean 61,800 0.02<br />
26 Juliet Yap Swee Hwang 60,000 0.02<br />
27 Wong Kim Poh 56,000 0.02<br />
28 Yit Teng Yuet 52,000 0.02<br />
29 Zuta Jaya Sdn Bhd 50,000 0.02<br />
30 Kamalanathan a/l Ratnam 50,000 0.02<br />
101 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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www.eon.com.my
materiaL properties oF eon GroUp<br />
AS AT 31 MARCH 2009<br />
Approximate Net Book Value<br />
Approximate Age of (As At 31<br />
Land Area Property Date of march 2009)<br />
No. Location (Sq. Ft.) (years) Acquisition Description Tenure Rm’000<br />
1 H.S. (D) 136184/P.T. No. 2 185,566 16 30 December 1992 Property used for the following Freehold 29,662<br />
Town of Glenmarie purposes:<br />
District of Petaling & State of Selangor i) Main building used as EON’s<br />
No. 2, Persiaran Kerjaya Headquarters and Showroom.<br />
Glenmarie Industrial Park ii) Amenities block used as<br />
Shah Alam, Selangor. canteen, gymnasium,<br />
Sports Club house and<br />
maintenance store.<br />
2 H.S. (D) 102181, P.T. 15994 140,999 5 23 September 2002 Double storey building for Freehold 24,978<br />
Mukim Of Damansara Showroom and Workshop.<br />
District of Petaling & State of Selangor<br />
No. 27, Jalan Pelukis U1/46<br />
Temasya Industial Park<br />
Shah Alam, Selangor.<br />
3 Lot 3893, Mukim Ulu Kinta, 230,035 11 21 July 1995 5 blocks of building used as Leasehold 14,407<br />
District of Kinta, Showroom and Sales Office, (Expiring on<br />
Perak Workshop and Parts Centre. 3 January 2895)<br />
4 Lot 1101, 1510, 1511 & 1512, 80,113 12 18 November 1992 2 storey building with Freehold 14,098<br />
Lot 1100, Section 9W Georgetown, 12,932 13 July 1995 basement carpark used as Leasehold<br />
North East District, Penang. Showroom and Sales Office, (Expiring on<br />
No. 1A, Jalan Makloom, Workshop and Parts Centre. 2 March 2093)<br />
Penang<br />
5 H.S. (D) 102182, P.T. 15995 100,423 - 23 September 2002 Industrial Land Freehold 11,757<br />
Mukim Of Damansara<br />
District of Petaling & State of Selangor<br />
No. 29, Jalan Pelukis U1/46<br />
Temasya Industial Park<br />
Shah Alam, Selangor.<br />
6 Lot 9587, Mukim 12, 122,540 7 15 August 1995 Single storey building used as Freehold 10,521<br />
South West District, Showroom & Stockyard<br />
Penang.<br />
No. 198, Jalan Sultan Azlan Shah,<br />
11900 Bayan Lepas,<br />
Pulau Pinang.<br />
7 Lot 164 & 165, Section 92, 105,057 17 10 February 1992 Single storey detached Freehold 10,130<br />
Town & District of Kuala Lumpur, warehouse annexed to double<br />
Wilayah Persekutuan. storey office building used as<br />
No. 188, Jalan Sungai Besi, Showroom and Sales Office,<br />
Kuala Lumpur. Workshop and Parts Centre.<br />
8 Lot 262, Mukim 1, 102,392 14 7 January 1993 2 storey building adjoining to Freehold 7,290<br />
Jalan Kikik, Taman Inderawasih, single storey building used as<br />
Prai, Penang. Showroom and Sales Office,<br />
Workshop and Parts Centre.<br />
102 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
Approximate Net Book Value<br />
Approximate Age of (As At 31<br />
Land Area Property Date of march 2009)<br />
No. Location (Sq. Ft.) (years) Acquisition Description Tenure Rm’000<br />
9 Lot 9818, Persiaran Mohagany, 69,795 16 10 June 1992 2 storey office building adjoining Freehold 5,667<br />
Bandar Sri Damansara, to single storey building used as<br />
Mukim Sungai Buloh, Showroom and Sales Office,<br />
Selangor. Workshop and Parts Centre.<br />
10 Lot 13303, Mukim Simpang Kanan, 154,028 12 12 September 1994 Single storey office annexed to Freehold 5,622<br />
District of Batu Pahat, single storey building used as<br />
Johor Darul Takzim. Showroom and Sales Office,<br />
No. 700, Jalan Bukit Pasir, Workshop and Parts Centre.<br />
Mukim Simpang Kanan,<br />
Batu Pahat,<br />
Johor.<br />
103 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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www.eon.com.my
eon – brancHes<br />
No Branch Address Phone Fax<br />
NORTHERN REgION<br />
1 Ipoh I Lot 3893, Jalan Tunku Abdul Rahman, 30010 Ipoh, Perak. 05-506 1666 05-506 0666<br />
2 Ipoh II No. 148, Jalan Raja Permaisuri Bainun, 30250 Ipoh, Perak. 05-255 2805 05-255 9555<br />
3 Sitiawan Lot 29526 & 29527, Bandar Baru Seri Manjung, Daerah Manjung, Perak. 05-688 5873 05-688 1702<br />
4 Telok Intan No. 89, Jln Changkat Jong, 36000 Telok Intan, Perak. 05-621 1642 05-621 1642<br />
5 Taiping Lot P.T.790, Batu 2 1/2, Jalan Simpang, 34000 Taiping, Perak. 05-847 3888 05-847 3890<br />
6 Georgetown Ground Floor, Bangunan Persatuan Melayu Pulau Pinang,<br />
117, Jalan MacAlister, 10400, Penang.<br />
04-226 6044 04-227 6314<br />
7 Bayan Baru No. 198, Sg Tiram, Jalan Sultan Azlan Shah, 11900, Pulau Pinang. 04-642 3853 04-642 4001<br />
8 Butterworth Lot 262, Mukim 1, Jalan Kikik Taman Inderawashi, 13700, Prai Penang. 04-390 8900 04-399 4224<br />
9 Alor Setar No. 210, Jln. Gangsa Mergong II, 05150 Alor Star, Kedah. 04-733 8188 04-731 9704<br />
10 Sg Petani C25 & C26, Lorong 8, Tmn Sejati Indah, 08000 Sg Petani, Kedah. 04-431 1924 04-431 1411<br />
11 Langkawi Lot 3402, Mukim Kuah, Jalan Padang Gaong, 07000 Pulau Langkawi, Kedah. 04-966 6118 04-966 6995<br />
KLANg VALLEY<br />
12 Ampang No. 10a & 10b, Pusat Commercial Ara Ampang, Jalan Ampang,<br />
68000 Selangor. 03-4251 0888 03-4251 0167<br />
13 Chan Sow Lin No. 188, Jalan Sg Besi, 57100 Kuala Lumpur. 03-9222 3633 03-9221 2791<br />
14 Cheras 29, Jln Mutiara Raya, Tmn Mutiara, Batu 6, Jln Cheras, 56000 Kuala Lumpur. 03-9130 5511 03-9132 7116<br />
15 Kepong Lot 9818, Persiaran Mohagani, Seksyen 7, Bandar Sri Damansara,<br />
52100 Kepong, Selangor.<br />
03-6276 3401 03-6276 7298<br />
16 Jln 222 No. 2, 4 & 6, Seksyen 51a, Jalan 222, 46100 Petaling Jaya, Selangor. 03-7956 3822 03-7957 3249<br />
17 Banting No. 40, Jalan Besar, 42700 Banting, Selangor. 03-3181 4667 03-3181 4678<br />
18 Glenmarie & PSS Eon Head Office Complex, Jln Kerjaya, Seksyen Utara Satu, 40000 Shah Alam. 03-7711 2211 03-7803 6690<br />
SOUTHERN REgION<br />
19 Seremban Lot 915, Jalan Tuanku Antah, 70100 Seremban. 06-762 9158 06-762 7911<br />
20 Melaka No. 3530, Jln Batu Hampar Peringgit, 75320 Melaka. 06-283 2225 06-283 2121<br />
21 Segamat No. 42 & 43, Jln Genuang Kampung, 85000 Segamat, Johor. 07-931 8188 07-931 9248<br />
22 JB 1 No. 60, Jln Langkasuka, Kawasan Perusahaan Dato’ Onn,<br />
80350 Johor Bahru, Johor. 07-238 8199 07-238 8033<br />
23 JB 2 No. 79 & 81, Jln Rosmerah 2/2, Taman Johor Jaya, 81100 Johor Bahru, Johor. 07-354 9919 07-354 5929<br />
24 Batu Pahat No. 700 (Lot 13303), Jalan Bukit Pasir, Mukim Simpang Kanan,<br />
83000 Batu Pahat, Johor.<br />
07-431 5511 07-431 9266<br />
25 Muar Lot 1462, Jalan Bakri, 84000 Muar, Johor Darul Takzim. 06-951 5130 06-952 5081<br />
26 Kulai Lot 1151, Jalan Kasturi 36/41, Indahpura Car City, 81000 Kulai, Johor. 07-663 4122 07-663 7228<br />
27 Kluang No. 15, Jalan Bintang Satu, Taman Bintang, 86000 Kluang, Johor. 07-772 3100 07-772 3102<br />
104 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
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No Branch Address Phone Fax<br />
EAST COAST<br />
28 Kuantan B4342 & B4344, Jalan Beserah, 25300 Kuantan, Pahang. 09-566 6133 09-566 5196<br />
29 Temerloh Lot 339, Jalan Kuantan, 28000 Temerloh, Pahang. 09-296 1166 09-296 3176<br />
30 K.Trengganu 31-E/1, Jalan Bkt Kechil, 21100 Kuala Trengganu, Trengganu. 09-623 3411 09-623 3414<br />
31 Kota Bharu Lot 249-253, Section 25, Langgar, Jalan Sultan Yahya Petra,<br />
15200 Kota Bahru, Kelantan. 09-744 9466 09-744 9442<br />
SABAH<br />
32 Kota Kinabalu - I Miles 5 1/2, Jln Tuaran, Inanam 88806, Kota Kinabalu, Sabah. 088-421 222 088-421 223<br />
33 Kota Kinabalu - II Shop Unit No 2-0-10 & 2-1-10, Api-Api Centre, Lorong Api-Api,<br />
Jln Centrepoint, 88000 Kota Kinabalu, Sabah. 088-223 472 088-233 075<br />
34 Tawau H & C Building, Ground Floor, No. 1229, Jln Dunlop, 91000 Tawau, Sabah. 089-772 398 089-761 513<br />
35 Sandakan Lot 1, Block A, Bandar Pasaraya, Mile 4, Jalan Utara, 90000 Sandakan, Sabah. 089-271 377 089-273 005<br />
36 Lahad Datu MDLD 3295, Block 4, Fajar Centre, 91100 Lahad Datu, Sabah. 089-882 694 089-883 695<br />
SARAwAK<br />
37 Kuching I No. 1, 2 & 3, Ground Floor, Lot 308, 3rd Mile, Rock Road,<br />
93200 Kuching, Sarawak. 082-252 688 082-252 668<br />
38 Sibu No. 25 B & C, Lanang Road, 96000 Sibu, Sarawak. 084-331 337 084-331 369<br />
39 Miri Lot 860, Jalan Krokop Utama, 98000 Miri,Sarawak. 085-656 996 085-651 331<br />
40 Bintulu Lot 704, Block 31, Light Industrial Estate, 2 1/2, Mile Bintulu-Miri Road,<br />
97008 Bintulu, Sarawak. 086-336 001 086-336 036<br />
105 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
eUromobiL – brancHes<br />
Euromobil<br />
Name Address Phone Fax<br />
Audi Hangar Audi Hangar Glenmarie, Lot 27, Jalan Pelukis U1/46, 03–7688 7688 03–7628 0028<br />
Seksyen Utara Satu, Kawasan Perindustrian Temasya,<br />
40150 Shah Alam.<br />
Penang Branch 1679-G2 & 1679-F2A, Jalan Perusahaan Auto City, 04–510 0021 04–510 0022<br />
North-South Highway, Juru Interchange,<br />
13600 Prai, Penang.<br />
106 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
eon aUto mart – brancHes<br />
No Branch Address Phone Fax<br />
1 Petaling Jaya No 9, Jalan SS 2/75, 47300 Petaling Jaya, Selangor. 03-7877 8333 03-7877 3930<br />
2 Glenmarie 2, Persiaran Kerjaya, Taman Perindustrian Glenmarie, 03-7711 2131 03-7806 3426<br />
Seksyen U1, 40150 Shah Alam, Selangor.<br />
3 Ampang No. 2A & 3A, Pusat Komersial Ara Ampang, 03-4253 5866 03-4260 1089<br />
68000 Ampang, Selangor.<br />
4 Malacca 86-1 & 86-A1, Jalan Laksamana Cheng Ho, 75050 Malacca. 06-292 6752/06-292 1534 06-282 6482<br />
5 Johor Bahru 85, Jalan Rosmerah 2/2, Taman Johor Jaya, 81100 Johor Bahru. 07-357 4388/8588 07-352 4288<br />
6 Butterworth Lot 262, Mukim 1, Jalan Kikik, Taman Inderawasih, 04-380 1616 04-397 0472<br />
13700 Prai, Penang.<br />
7 K.Kinabalu A-G-1 & A-G-2, Block A,Tanjung Aru Plaza, Jalan Mat Salleh, 088-255 150 088-255 160<br />
88300 Tanjung Aru, Kota Kinabalu.<br />
8 Sandakan TL 077504726, Mile 1 1/2, Jalan Utara, 90007 Sandakan, Sabah. 089-221 230/237 089-222 304<br />
9 Tawau TB 4655, Km. 2, Kuhara Road, 91000 Tawau, Sabah. 089-754 448/5558/6668 089-752 223<br />
10 Kuching No 5, 6 & 7 (Grd. Floor), Lot 308, Block 16, 082-230 670/71/72/73 082-230 833<br />
Kuching Central Land District (KCLD), Rock Road, 93250 Kuching,<br />
Sarawak.<br />
11 Miri Lot No. 1262 & 1263, (Ground Floor), Malay Street, 085-420 243/44/42/88 085-420 241<br />
Miri Centre Point, Phase 1, 98000 Miri Central Land District (MLCD),<br />
Sarawak.<br />
12 Bintulu No. 106 & 107, (Ground Floor), Bintulu Parkcity Commerce Square, 086-332 724/ 086-317 360<br />
Jalan Tun Ahmad Zaidi, 97013 Bintulu, Sarawak. 317 068/318 691<br />
13 Labuan Lot 1, Jalan Tun Mustapha, 87007 Labuan. 087-415 650 / 1 087-415 649<br />
107 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
corporate directory<br />
SUBSIDIARIES:<br />
1. Euromobil Sdn Bhd Audi Centre Glenmarie<br />
(Marketing of Audi motor vehicles and related spare parts Lot, 27, Jalan Pelukis U1/46, Kawasan Perindustrian Temasya,<br />
and servicing of vehicles) Seksyen U1, 40150 Shah Alam, Selangor.<br />
2. EoN Auto mart Sdn Bhd EON Head Office Complex, No. 2, Persiaran Kerjaya,<br />
(Marketing of the Mitsubishi motor vehicles and related spare Taman Perindustrian Glenmarie, Seksyen U1, 40150<br />
parts, and pro<strong>vision</strong> of after sales services) Shah Alam, Selangor.<br />
3. Automotive Conversion Engineering Sdn Bhd Lot 23B, Lorong Keluli 1C,<br />
(Conversion and modification of motor vehicles and marketing Kawasan Perindustrian Bukit Raja Selatan,<br />
of car accessories) Seksyen 7, 40150 Shah Alam, Selangor.<br />
4. EoN Properties Sdn Bhd EON Head Office Complex, No. 2, Persiaran Kerjaya,<br />
(Investment and management of properties) Taman Perindustrian Glenmarie, Seksyen U1, 40150<br />
Shah Alam, Selangor.<br />
JoINTLy CoNTRoLLED ENTITIES:<br />
1. mitsubishi motors malaysia Sdn Bhd Level 6, Building A, Peremba Square, Saujana Resort,<br />
(Distribution of motor vehicles, vehicle components, spare Seksyen U2, 40150 Shah Alam, Selangor.<br />
parts and accessories)<br />
2. Proton Parts Centre Sdn Bhd No.1, Jalan Arkitek, U1/22, Seksyen U1, HICOM Glenmarie<br />
(Warehousing and distribution of motor vehicle spare parts Insdustrial Park, P.O Box 7400, 40150 Shah Alam, Selangor.<br />
and accessories)<br />
ASSoCIATES:<br />
1. SRT–EoN Security Services Sdn Bhd Wisma Rahmat, 54, Jalan SS6/14, Kelana Jaya,<br />
(Pro<strong>vision</strong> of security services) 47301 Petaling Jaya, Selangor.<br />
2. HICom megah Sdn Bhd Level 1, Wisma DRB–HICOM, No.2, Jalan Usahawan U1/8,<br />
(Property Development and investment holding) Seksyen U1, 40150 Shah Alam, Selangor.<br />
3. Johnson Controls Automotive Holding (m) Sdn Bhd Lot, 5, Persiaran Sabak Bernam, Seksyen 26,<br />
(Manufacturing of car seats, seat paddings, steering wheels 40000 Shah Alam, Selangor.<br />
and other car interior parts for the group and investment<br />
holding and property letting for the company)<br />
108 Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report
proxy Form<br />
I/We,<br />
of<br />
being a member/members of EDARAN oTomoBIL NASIoNAL BERHAD, hereby appoint the Chairman of the Meeting<br />
or<br />
of<br />
as my/our proxy to vote for me/us on my/our behalf at the Twenty-Fifth Annual General Meeting of the Company which will be held at The<br />
Glenmarie Ballroom, Holiday Inn Glenmarie Kuala Lumpur, No. 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan<br />
on Thursday, 20 August 2009 at 11.00 a.m. and at any adjournment thereof.<br />
My/Our proxy is to vote as indicated below:<br />
No. RESoLUTIoNS RESoLUTIoN FoR AGAINST<br />
1. Adoption of the Reports of the Directors and Auditors and the Audited Financial<br />
Statements for the financial year ended 31 March 2009. Resolution 1<br />
2. Declaration of a final gross dividend of 2 sen per share less Income Tax at 25%. Resolution 2<br />
3. Re-Election of Directors<br />
Under Article 103:<br />
i. Y Bhg. Datuk Aziyah binti Bahauddin Resolution 3<br />
ii. Y Bhg. Datuk Haji Mohd Khamil bin Jamil Resolution 4<br />
Under Article 110:<br />
i. Mr. Ooi Teik Huat Resolution 5<br />
ii. Encik Lukman bin Ibrahim Resolution 6<br />
4. Re-appointment of Y Bhg. Tan Sri Saw Huat Lye under Section 129, Companies<br />
Act, 1965. Resolution 7<br />
5. Approval of the Directors’ fees amounting to RM515,858.00. Resolution 8<br />
6. Re-appointment of PricewaterhouseCoopers as Auditors. Resolution 9<br />
7. Renewal of Shareholders’ Mandate on recurrent related party transactions. Resolution 10<br />
(Please indicate with “X” how you wish to cast your vote)<br />
Signed this _____________ day of __________________ 2009.<br />
CDS Account No.<br />
No. of Shares<br />
Signature/Seal<br />
Notes :<br />
i. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be<br />
a member of the Company.<br />
ii. The instrument appointing the proxy must be deposited at the Office of the Registrar, Shareworks Sdn Bhd, No. 10-1, Jalan Sri Hartamas 8, Taman Sri Hartamas,<br />
50480 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.<br />
Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
2009 Annual Report<br />
www.eon.com.my
Fold here<br />
Fold here<br />
Resilient<br />
and F cused<br />
Edaran OtOmObil nasiOnal bErhad (119767-X)<br />
Annual Report 2009<br />
The Registrar<br />
ShareWorks Sdn Bhd<br />
No. 10-1, Jalan Sri Hartamas 8<br />
Taman Sri Hartamas<br />
50480 Kuala Lumpur<br />
AFFIX<br />
STAmP
Level 5, Wisma DRB-HICOM<br />
No. 2, Jalan Usahawan U1/8<br />
Seksyen U1, 40150 Shah Alam<br />
Selangor Darul Ehsan<br />
Tel : 03-2052 8136<br />
Fax : 03-2052 8099<br />
www.eon.com.my<br />
A Member Of