WTK Holdings Berhad - Bursa Malaysia
WTK Holdings Berhad - Bursa Malaysia
WTK Holdings Berhad - Bursa Malaysia
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03<br />
ANNUAL REPORT
<strong>WTK</strong>’s Commitment<br />
to Sustainable Forestry<br />
Forest Management<br />
&<br />
Being a leading company in the <strong>Malaysia</strong>n timber industry, the <strong>WTK</strong><br />
Group is committed to adopt and implement sound forest management<br />
practices to ensure forestry is economically, environmentally and socially<br />
sustainable.<br />
With strict adherence to the prescriptions of forest management plan in<br />
every concession area, the Group abides by the rules and regulations<br />
pertaining to cutting cycles, yield, annual allowable coupes, cutting rules,<br />
logging blocks, inoperable forest, obligatory species, merchantable tree<br />
sizes, enumeration and log measurement.<br />
As a standard practice to ensure sound and sustainable forest<br />
management, the Group adheres to proper engineering specifications<br />
for the planning and construction of roads for its forest operations, strict<br />
compliance of a monthly production limit and in areas where required,<br />
carries out Environmental Impact Assessment (EIA) studies to ensure<br />
its timber operations are conducted with minimal environmental impacts.<br />
<strong>WTK</strong> Group is proud to be the pioneer in using helicopter-harvesting in<br />
Sarawak since 1993. Helicopter-harvesting is recognized as the most<br />
environmental-friendly method of timber harvesting where freshly-cut<br />
logs are lifted vertically from the forest to a landing zone, thereby<br />
eliminating the need for skid trails that would further damage the forest<br />
floor.<br />
The Group is committed to continually find new ways to improve its<br />
forest management practices and to carry out its role to ensure the<br />
sustainability of the production of forest resources.
CONTENTS<br />
2 Corporate Information<br />
3 Directors’ Profile<br />
8 Corporate Structure<br />
9 Directors’ Statement on Corporate Governance<br />
14 Material Contracts<br />
15 Audit Committee Report<br />
19 Directors’ Statement on Internal Control<br />
22 Chairman’s Statement<br />
26 Financial Highlights<br />
27 Financial Statements<br />
98 List of Properties<br />
102 Statistic on Shareholdings<br />
105 Notice of Annual General Meeting<br />
108 Statement Accompanying Notice of Annual General Meeting
2<br />
Corporate Information<br />
Board of Directors<br />
Datuk Wong Kie Yik<br />
Chairman<br />
Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim<br />
Deputy Chairman<br />
Datuk Wong Kie Nai<br />
Executive Director/<br />
Chief Executive Officer<br />
Mr Wong Kie Chie<br />
Mr Loh Siew Choon<br />
Ms Tham Sau Kien<br />
Chief Financial Officer<br />
Ms Janice Ting<br />
Secretaries<br />
Ms Tan Mee Lian<br />
(MAICSA 0869665)<br />
Ms Ho Pui Yee<br />
(MAICSA 7027808)<br />
Registered Office<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Box #377, 9th Floor, Wisma Central<br />
Jalan Ampang<br />
50450 Kuala Lumpur, <strong>Malaysia</strong><br />
Tel : 03-2164 8110<br />
Fax : 03-2164 8112<br />
Auditors<br />
Ernst & Young<br />
Chartered Accountants<br />
Level 23A, Menara Milenium<br />
Jalan Damanlela, Pusat Bandar Damansara<br />
50490 Kuala Lumpur, <strong>Malaysia</strong><br />
Tel : 03-2087 7000<br />
Fax : 03-2095 5332<br />
Share Registrar<br />
Signet Share Registration Services Sdn Bhd<br />
35, Jalan Hussein<br />
30250 Ipoh, Perak Darul Ridzuan, <strong>Malaysia</strong><br />
Tel : 05-241 5633<br />
Fax : 05-241 5578<br />
Principal Bankers<br />
HSBC Bank <strong>Malaysia</strong> <strong>Berhad</strong><br />
RHB Bank <strong>Berhad</strong><br />
Citibank <strong>Berhad</strong><br />
Stock Exchange Listing<br />
<strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong>
Directors’ Profile<br />
Yg Bhg Datuk Wong Kie Yik<br />
Yg Bhg Datuk Wong Kie Yik, <strong>Malaysia</strong>n, aged 62, was appointed a Non-Executive<br />
Director of the Company on 3 February 1998. He is the Chairman of the Board<br />
of Directors of W T K <strong>Holdings</strong> <strong>Berhad</strong> ("<strong>WTK</strong>").<br />
Yg Bhg Datuk Wong Kie Yik, an Accountant by training in United Kingdom, is<br />
currently a Fellow member of the Chartered Association of Certified<br />
Accountants (FCCA) and also a member of the <strong>Malaysia</strong>n Institute of<br />
Accountants (C.A. (M)). Yg Bhg Datuk Wong Kie Yik is actively involved in the<br />
development of the <strong>Malaysia</strong>n Timber Industry, serving as the Vice Chairman<br />
of the Sarawak Timber Association. He had served as a Senator of <strong>Malaysia</strong><br />
between 1986 and 1992. He was conferred the distinction of Panglima Gemilang<br />
Bintang Kenyalang (PGBK) on 11 September 1999 by Tuan Yang Terutama Yang<br />
DiPertua Negeri Sarawak.<br />
His shareholdings in the securities of <strong>WTK</strong> are as follows:-<br />
Direct % Indirect %<br />
W T K <strong>Holdings</strong> <strong>Berhad</strong> 2,208,154 1.35 30,887,491 18.85<br />
By virtue of his interest (direct or otherwise) in the shares of <strong>WTK</strong>, Yg Bhg<br />
Datuk Wong Kie Yik, is deemed to be interested in the shares of all the<br />
subsidiaries of the Company to the extent the Company has an interest.<br />
He is a brother of Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief<br />
Executive Officer and Mr Wong Kie Chie, a Non-Executive Director, both of<br />
whom are also substantial shareholders of the Company.<br />
He does not have any conflict of interest with <strong>WTK</strong> save and except for the<br />
transaction(s) disclosed in Note 34 to the financial statements.<br />
He has had no conviction for any offences within the past ten(10) years.<br />
Yg Bhg Datuk Wong Kie Yik attended all the six(6) Board of Directors meetings<br />
held during the financial year.<br />
A N N U A L R E P O R T 2 0 0 3 3
4<br />
Directors’ Profile (Cont’d)<br />
Yg Bhg Lt Gen (Rtd) Datuk Seri<br />
Abdul Manap bin Ibrahim<br />
Yg Bhg Datuk Wong Kie Nai<br />
Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim, <strong>Malaysia</strong>n, aged 65,<br />
was appointed an Independent Non-Executive Director of the Company on 22<br />
May 1996. Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim is the<br />
Deputy Chairman of the Board of Directors and the Chairman of the Audit<br />
Committee of the Company. He is the Senior Independent Director to whom<br />
concerns may be conveyed.<br />
He is a graduate of the Royal Military College, <strong>Malaysia</strong>, the US Army Command<br />
and General Staff College, the Naval Post Graduate School in Monterey,<br />
California, USA and the US Army War College. He retired in 1994 as a Deputy<br />
Chief of Army from the <strong>Malaysia</strong>n Armed Forces after serving 34 years in the<br />
military. He presently also sits on the Board of Amsteel Corporation <strong>Berhad</strong> as<br />
a Non-Independent Non-Executive Director.<br />
Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim does not have any<br />
interest in the securities of <strong>WTK</strong> or its subsidiaries. He does not have any<br />
family relationship with any Director and/or substantial shareholder of the<br />
Company and there is no business arrangement with the Company in which<br />
he has a personal interest.<br />
He has had no conviction for any offences within the past ten(10) years.<br />
Yg Bhg Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim has attended all the<br />
six(6) Board of Directors meetings held during the financial year. As a member<br />
of the Audit Committee, he has also attended all the five(5) Audit Committee<br />
meetings held during the financial year.<br />
Yg Bhg Datuk Wong Kie Nai, <strong>Malaysia</strong>n, aged 58, was appointed an Executive<br />
Director/Chief Executive Officer of the Company on 3 February 1998. He is<br />
also a member of the Audit Committee of the Company.<br />
Yg Bhg Datuk Wong Kie Nai, an Accountant by training, is currently a member<br />
of CPA, Australia and a member of the <strong>Malaysia</strong>n Institute of Accountants<br />
(C.A. (M)). Yg Bhg Datuk Wong Kie Nai plays a significant role in the expansion<br />
of <strong>WTK</strong> and is responsible for <strong>WTK</strong>'s timber operation in Sarawak, including<br />
overseas market development. He also oversees the non-timber operation in<br />
West <strong>Malaysia</strong>. He had served as a Senator of <strong>Malaysia</strong> between 1977 to<br />
1983 and was conferred the distinction of Panglima Gemilang Bintang<br />
Kenyalang (PGBK) on 16 September 1991 by Tuan Yang Terutama Yang DiPertua<br />
Negeri Sarawak.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Profile (Cont’d)<br />
Wong Kie Chie<br />
His shareholdings in the securities of <strong>WTK</strong> are as follows:-<br />
Direct % Indirect %<br />
W T K <strong>Holdings</strong> <strong>Berhad</strong> 5,634,055 3.44 37,287,789 22.76<br />
By virtue of his interest (direct or otherwise) in the shares of <strong>WTK</strong>, Yg Bhg<br />
Datuk Wong Kie Nai, is deemed to be interested in the shares of all the<br />
subsidiaries of the Company to the extent the Company has an interest.<br />
He is a brother of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of<br />
Directors and Mr Wong Kie Chie, a Non-Executive Director, both of whom are<br />
also substantial shareholders of the Company.<br />
He does not have any conflict of interest with <strong>WTK</strong> save and except for the<br />
transaction(s) disclosed in Note 34 to the financial statements.<br />
He has had no conviction for any offences within the past ten(10) years.<br />
Yg Bhg Datuk Wong Kie Nai has attended all the six(6) Board of Directors<br />
meetings held during the financial year. As a member of the Audit Committee,<br />
he has also attended all the five(5) Audit Committee meetings held during the<br />
financial year.<br />
Mr Wong Kie Chie, <strong>Malaysia</strong>n, aged 55, was appointed a Non-Executive Director<br />
of the Company on 3 February 1998.<br />
Mr Wong Kie Chie holds a Bachelor Degree in Chemistry from the University<br />
of New South Wales, Australia.<br />
His shareholdings in the securities of <strong>WTK</strong> are as follows:-<br />
Direct % Indirect %<br />
W T K <strong>Holdings</strong> <strong>Berhad</strong> 5,247,010 3.20 37,287,789 22.76<br />
By virtue of his interest (direct or otherwise) in the shares of <strong>WTK</strong>, Mr Wong<br />
Kie Chie, is deemed to be interested in the shares of all the subsidiaries of the<br />
Company to the extent the Company has an interest.<br />
He is a brother of Yg Bhg Datuk Wong Kie Yik, the Chairman of the Board of<br />
Directors and Yg Bhg Datuk Wong Kie Nai, an Executive Director/Chief<br />
Executive Officer, both of whom are substantial shareholders of the Company.<br />
A N N U A L R E P O R T 2 0 0 3 5
6<br />
Directors’ Profile (Cont’d)<br />
Loh Siew Choon<br />
He does not have any conflict of interest with <strong>WTK</strong> save and except for the<br />
transaction(s) disclosed in Note 34 to the financial statements.<br />
He has had no conviction for any offences within the past ten(10) years.<br />
Mr Wong Kie Chie attended three(3) out of six(6) Board of Directors meetings<br />
held during the financial year. He extended his apologies for the meetings of<br />
which he did not attend.<br />
Mr Loh Siew Choon, <strong>Malaysia</strong>n, aged 45, was appointed an Independent Non-<br />
Executive Director of the Company and a member of the Audit Committee on<br />
13 August 2001. He first joined the Board as an alternate director on 26 April<br />
2000.<br />
Mr Loh Siew Choon holds a Bachelor of Science (Honour) Degree in Economics<br />
and Accounting from City University, London and had eight(8) years of<br />
investment banking and commercial banking experience in Singapore and<br />
<strong>Malaysia</strong> and another six(6) years in regional direct investment prior to joining<br />
AIGIC (<strong>Malaysia</strong>) Sdn Bhd in 1996 as a Director of Direct Investment.<br />
He is a nominee director for AIG Goldflow Ltd, a major shareholder of <strong>WTK</strong>. He<br />
currently holds the post of Director of Direct Investment, AIGIC (<strong>Malaysia</strong>) Sdn<br />
Bhd and is responsible for AIG Group's direct investment activities in <strong>Malaysia</strong>.<br />
He also holds directorship in Eng Teknologi <strong>Holdings</strong> <strong>Berhad</strong> as an Independent<br />
Non-Executive Director.<br />
Mr Loh Siew Choon does not have any interest in the securities of <strong>WTK</strong> and its<br />
subsidiaries. He does not have any family relationship with any Director and/or<br />
substantial shareholder of the Company and there is no business arrangement<br />
with the Company in which he has a personal interest.<br />
He has had no conviction for any offences within the past ten(10) years.<br />
Mr Loh Siew Choon has attended all the six(6) Board of Directors meetings<br />
held during the financial year. As a member of the Audit Committee, he has<br />
also attended all the five(5) Audit Committee meetings held during the financial<br />
year.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Profile (Cont’d)<br />
Tham Sau Kien<br />
Ms Tham Sau Kien, <strong>Malaysia</strong>n, aged 42, was appointed a Non-Executive Director<br />
of the Company on 28 February 2001.<br />
Ms Tham Sau Kien holds a Bachelor of Science (Honours) Degree in<br />
Management and Political Science from Universiti Sains <strong>Malaysia</strong> and a Masters<br />
Degree in Business Administration from Indiana University, USA. She is an<br />
Executive Director of Comet Alliance Sdn Bhd, a professional advisory firm.<br />
Prior to her present appointment, she last held the position of Principal in a<br />
global private equity fund management and venture capital company where<br />
she gained six(6) years experience in debt-restructurings, mergers and<br />
acquisitions, and IPOs of investee companies.<br />
Ms Tham Sau Kien does not have any interest in the securities of <strong>WTK</strong> and its<br />
subsidiaries. She does not have any family relationship with any Director and/<br />
or substantial shareholder of the Company and there is no business<br />
arrangement with the Company in which she has a personal interest.<br />
She has had no conviction for any offences within the past ten(10) years.<br />
Ms Tham Sau Kien has attended all the six(6) Board of Directors meetings<br />
held during the financial year.<br />
A N N U A L R E P O R T 2 0 0 3 7
8<br />
Corporate Structure<br />
Timber<br />
Division<br />
Foil<br />
Division<br />
<strong>WTK</strong> <strong>Holdings</strong> <strong>Berhad</strong><br />
Tapes<br />
Division<br />
Property<br />
Division<br />
Rubber<br />
Product<br />
Division<br />
General<br />
Aluminium<br />
Works (M)<br />
Sdn Bhd<br />
Loytape Industries<br />
Sdn Bhd<br />
Central Mercantile<br />
Corporation (S) Ltd<br />
Dusun Nyiur<br />
Sdn Bhd<br />
Samanda<br />
Equities<br />
Sdn Bhd<br />
Central<br />
Elastic<br />
Corporation<br />
Sdn Bhd<br />
Mundet Sales and<br />
Technology (M)<br />
Sdn Bhd<br />
Zapstat<br />
Sdn Bhd<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Samanda Trading<br />
Sdn Bhd<br />
Central Mercantile<br />
Corporation (M)<br />
Sdn Bhd<br />
Samanda<br />
Marketing<br />
& Sales<br />
Sdn Bhd<br />
Samanda<br />
Marketing<br />
Corporation<br />
Sdn Bhd<br />
Cairnfield Sdn Bhd<br />
Kuching Plywood Bhd<br />
Gopoint Sdn Bhd<br />
Sarawak Moulding<br />
Industries <strong>Berhad</strong><br />
Woodbanks Industries<br />
(M) Sdn Bhd<br />
First Count Sdn Bhd<br />
Limpah Mewah Sdn Bhd<br />
Ninjas Development<br />
Sdn Bhd<br />
Sanitama Sdn Bhd<br />
Song Logging Company<br />
Sendirian <strong>Berhad</strong><br />
Sut Sawmill (3064)<br />
Sdn Bhd<br />
Piramid Intan Sdn Bhd<br />
<strong>WTK</strong> Heli-Logging<br />
Sdn Bhd<br />
<strong>WTK</strong>-YINK<br />
Heli Harvesting<br />
Sdn Bhd<br />
Winning Properties<br />
Sdn Bhd<br />
Immense Fleet<br />
Sdn Bhd
Directors’ Statement on<br />
Corporate Governance<br />
The Board of Directors ("Board") of W T K <strong>Holdings</strong> <strong>Berhad</strong> ("<strong>WTK</strong>" or "Company") is pleased to report that for<br />
the financial year under review, <strong>WTK</strong> has continued to apply good governance practices in managing and<br />
directing the business affairs of the Group, by adopting the substance and spirit of the principles advocated<br />
by the <strong>Malaysia</strong>n Code on Corporate Governance ("Code") wherever possible.<br />
In this Statement, the Board has considered the manner in which the principles of the Code have been<br />
applied, the extent of compliance with the Best Practices and the alternatives for departure from such best<br />
practices.<br />
The Role of the Board<br />
The Board recognises their primary role in the strategic development and control of the Group.<br />
The pivotal role of the Board of Directors is to provide an objective judgement to the strategic<br />
planning process and, apart from the Executive Director/Chief Executive Officer ("CEO"), is not<br />
involved in the day-to-day management of the business.<br />
The Board is firmly supported by the Management Committee who has the responsibilities in<br />
planning and formulating business strategies, finance, operating policies and in monitoring the<br />
achievement of the business strategies of the Group. The Management Committee reports thereon<br />
to the Board on these matters.<br />
The Management Committee is also entrusted with the responsibility and authority to examine<br />
particular issues and report back to the Board with their recommendations. The Board will then<br />
independently assess the merits of the Management Committee's proposals and satisfy itself<br />
that the Management Committee had considered the appropriate elements of a strategic plan and<br />
monitor the Management Committee's success in implementing its strategy. The final decision<br />
on all significant matters proposed by the Management Committee lies with the Board as a whole.<br />
Board Balance<br />
The number of Directors on the Board remains at six (6) and comprised a good balance of one (1)<br />
Executive and five (5) Non-Executive Directors with no individual dominating in the Board's decision<br />
making process. The Board has two (2) Independent Non-Executive Directors, representing one<br />
third (1/3) of the total composition of its members.<br />
The Board has a good mix of members with expertise and experience in economics, investments,<br />
accounting and finance, technical and corporate management disciplines thereby ensuring a broader<br />
perspective and depth in the Board's decision making process. The Independent Directors play a<br />
vital role in providing independent views on various issues and ensures a balanced and fair<br />
deliberation process to safeguard the interests of the minority shareholders.<br />
A N N U A L R E P O R T 2 0 0 3 9
10<br />
Directors’ Statement on Corporate Governance (Cont’d)<br />
There is a clear segregation of responsibility between the Chairman and the CEO to ensure a<br />
proper balance of power and authority. The Board approves and develops position descriptions of<br />
the CEO and that of the Senior Management which identify the limits of their responsibilities.<br />
There is a direct link between the CEO and the Senior Management team and an appropriate<br />
management structure is in place to ensure adequate succession support for continuity of business<br />
operations in the absence of key executives.<br />
Board Meetings<br />
The Board meets on a quarterly basis with additional meetings convened as and when necessary<br />
with due notice given for all scheduled meetings. During the financial year ended 31 December<br />
2003, the Board met a total of 6 times. Details of Directors' attendance are set out as follows:-<br />
Members Meetings Percentage of<br />
attended attendance (%)<br />
Datuk Wong Kie Yik 6/6 100<br />
Datuk Wong Kie Nai 6/6 100<br />
Wong Kie Chie 3/6 50<br />
Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim 6/6 100<br />
Mr Loh Siew Choon 6/6 100<br />
Ms Tham Sau Kien 6/6 100<br />
Supply of Information<br />
The Directors have full access to all information pertaining to the Group's business and affairs,<br />
whether as a full Board or in their individual capacity, to enable them to discharge their duties. All<br />
Directors receive the agenda together with a full set of Board papers containing information relevant<br />
to the business of the meeting on a timely basis.<br />
All Directors have full access to the advice and services of the Company Secretaries who ensure<br />
that Board procedures are adhered to at all times during meetings and advise the Board on matters<br />
including corporate governance issues and Directors' responsibilities in complying with relevant<br />
legislation and regulations. The Directors may obtain independent advices, where necessary, in<br />
furtherance of their duties in accordance with prescribed procedures, at the Group's expense.<br />
Appointments to the Board<br />
The Board as a whole performs the evaluation and appointment of potential candidates to the<br />
Board. All Directors are involved in the process of assessing existing Directors and identifying,<br />
recruiting, nominating, appointing and orientating new Directors.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Statement on Corporate Governance (Cont’d)<br />
The Board has again reviewed the principles underlying the roles and duties of a Nomination<br />
Committee as prescribed by the Code and after due deliberation, has concluded that the formation<br />
of a Nomination Committee is not required. The rationale behind this decision is based on the fact<br />
that the number of members shall remain small and are sufficiently effective for exacting all decision<br />
making processes and addressing issues affecting the Group. However, the Company shall review<br />
its requirement from time to time and may consider its formation when the need arises.<br />
Directors' Training<br />
The Company is committed to continuously provide pertinent educational programs to the Board<br />
of Directors through both internal and external means. All Directors also receives updates, from<br />
time to time, on relevant new laws and regulations to enhance their business acumen and skills to<br />
meet changing commercial risks and challenges.<br />
The Directors have been continuing attending the Continuing Education Program ("CEP") and will<br />
continue to undergo other relevant training programs to further enhance their skills and knowledge,<br />
including statutory and regulatory requirements.<br />
Re-election of Directors<br />
All Directors who are appointed by the Board are subject to retirement and re-election by the<br />
shareholders at the first opportunity after their appointment, in accordance with the Company's<br />
Articles of Association.<br />
The Articles of the Company further provides that at least one third (1/3) of the remaining Directors<br />
are subject to retirement by rotation at the Annual General Meeting ("AGM") of the Company at<br />
least once every 3 years.<br />
Directors' Remuneration<br />
Concurrent with the deliberation on the formation of a Nomination Committee, the Board had also<br />
considered and decided that a Remuneration Committee is not required as the Company has only<br />
one Executive Director who draws salary. However, the Company shall review its requirement<br />
from time to time and may consider its formation when the need arises.<br />
The remuneration of the Executive Director is determined by the remaining Non-Executive Directors<br />
of the Company. The Executive Director plays no part in determining his remuneration. The Executive<br />
Director does not receive any director's fee for his term in office.<br />
In respect of the Non-Executive Directors, the yearly proposal of directors' fees and increments, if<br />
any, are approved by the shareholders of the Company at the AGM. The Company reimburses<br />
reasonable expenses incurred by the Directors in the course of their duties as Directors.<br />
A N N U A L R E P O R T 2 0 0 3 11
12<br />
Directors’ Statement on Corporate Governance (Cont’d)<br />
Details of Directors' remuneration are provided in Note 6 of the financial statements on pages 57<br />
to 58 of the Annual Report.<br />
Investor Relations<br />
The Group recognises the need for clear and effective communications with the investing<br />
community. To this end, the Company conducts dialogues and briefings with financial analysts,<br />
fund managers and institutional investors to ensure that the investing public receives a balance<br />
and complete view of the Group's performance, new developments and current issues faced by<br />
the business under the regional and global economic climate. These dialogues ensure mutual<br />
understanding of objectives amongst various sectors.<br />
The Annual Report and quarterly reports served to communicate the Group's activities and financial<br />
performance to its shareholders and the public.<br />
Annual General Meeting<br />
The AGM is the principal forum for dialogue with shareholders. The Board provides opportunities<br />
for shareholders to raise questions pertaining to issues in the Annual Report, Audited Financial<br />
Statements, corporate developments in the Group, the resolutions being proposed and on business<br />
of the Group in general at every AGM and Extraordinary General Meeting of the Company. The<br />
Chairman, Executive Director/CEO and senior officers respond to shareholders' questions during<br />
the meeting. Appropriate advisers are also at hand to respond to shareholders' questions at general<br />
meetings.<br />
Financial Reporting<br />
In presenting the annual audited financial statements and quarterly announcements, the Directors<br />
aim to present a balanced and understandable assessment of the Group's position and prospects<br />
to its shareholders and other stakeholders.<br />
The Audit Committee assists the Board in this matter by reviewing and recommending information<br />
for disclosure.<br />
Statement of Directors' Responsibility in preparing the Financial Statements<br />
The Directors are required by the Companies Act, 1965 to prepare financial statements for each<br />
financial year in accordance with the applicable Approved Accounting Standards and give a true<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Statement on Corporate Governance (Cont’d)<br />
and fair view of the state of affairs of the Group and Company at the end of the financial year and<br />
of the results and cash flows of the Group and Company for the financial year.<br />
In preparing the financial statements, the Directors have:-<br />
• selected suitable accounting policies and applied them consistently;<br />
made judgements and estimates that are reasonable and prudent;<br />
ensured that all applicable Approved Accounting Standards have been followed; and<br />
prepared financial statements on a going concern basis as the Directors have a reasonable<br />
expectation, having made enquiries, that the Group and Company have adequate resources<br />
to continue in operational existence for the foreseeable future.<br />
The Directors have responsibility for ensuring that the Company keeps accounting records, which<br />
discloses with reasonable accuracy the financial position of the Group and Company and which<br />
enable them to ensure that the financial statements comply with the Companies Act, 1965.<br />
The Directors have overall responsibilities for taking the necessary steps to safeguard the assets<br />
of the Group to prevent and detect fraud and other irregularities.<br />
Internal Control<br />
Details on the Directors’ Statement on Internal Control can be found on pages 19 to 21 of the<br />
Annual Report.<br />
Relationship with the Auditors<br />
The relationship with the External Auditors are formally maintained through the Audit Committee<br />
as set out in its terms of reference on pages 15 to 17 of the Annual Report.<br />
A N N U A L R E P O R T 2 0 0 3 13
14<br />
Material Contracts<br />
There were no material contracts entered into since the end of the previous<br />
financial year end involving directors and substantial shareholders except for<br />
the Contracts for Log Supply for purchases of raw material which was renewed<br />
on 1 January 2002 between W T K <strong>Holdings</strong> <strong>Berhad</strong>'s subsidiaries namely<br />
Cairnfield Sdn Bhd, Gopoint Sdn Bhd, Sarawak Moulding Industries <strong>Berhad</strong>,<br />
Woodbanks Industries (M) Sdn Bhd and Kuching Plywood Bhd with the<br />
following related companies:-<br />
i) Harbour - View Realty Sdn Bhd;<br />
ii) W T K Realty Sdn Bhd;<br />
iii) Protection Gloves Sdn Bhd;<br />
iv) Simbol Strategik Sdn Bhd;<br />
v) Jati Bahagia Sdn Bhd;<br />
vi) Southwind Plantation Sdn Bhd;<br />
vii) Systematic Logging Sdn Bhd; and<br />
viii) Sentiaya Sdn Bhd.<br />
These contracts were renewed for another three (3) years based on the same<br />
terms and conditions.<br />
W T K HOLDINGS BERHAD (10141-M)
Audit Committee Report<br />
COMPOSITION AND DESIGNATION OF THE AUDIT COMMITTEE<br />
Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim - Chairman<br />
(Independent Non-Executive Director)<br />
Datuk Wong Kie Nai<br />
(Executive Director/CEO)<br />
Loh Siew Choon<br />
(Independent Non-Executive Director)<br />
TERMS OF REFERENCE OF THE AUDIT COMMITTEE<br />
Constitution<br />
The Audit Committee was formed pursuant to a resolution passed on 20 September 1993 by the<br />
Board of Directors.<br />
Objectives<br />
It is the objective of the Audit Committee to assure the shareholders of the Company that the<br />
Group has complied with applicable Approved Accounting Standards and the Listing Requirements<br />
of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong>. The Audit Committee will endeavour to adopt certain<br />
practices aimed at maintaining appropriate standards of responsibility, integrity and accountability<br />
to all shareholders of the Company. With this, the Audit Committee will review, evaluate and satisfy<br />
itself that the Management Committee, assisted by the internal audit team, has exercised its role<br />
and carried out its function effectively to:-<br />
(1) maintain a sound system of internal control to safeguard shareholders' investment and company<br />
assets;<br />
(2) assist the Board as a whole in setting appropriate policies and procedures to review the adequacy<br />
and integrity of the Group's system of internal control and management information systems<br />
including system for compliance with applicable laws, rules, directives and guidelines; and<br />
(3) identify principal risks and ensure the implementation of appropriate internal control systems<br />
to manage these risks affected.<br />
Membership<br />
The Audit Committee shall be appointed by the Board of Directors from among their numbers and<br />
shall be composed of not fewer than 3 members of whom a majority shall be independent nonexecutive<br />
directors. A quorum shall be 2 members of which the majority present must be<br />
independent non-executive directors.<br />
A N N U A L R E P O R T 2 0 0 3 15
16<br />
Audit Committee Report (Cont’d)<br />
At least 1 member of the Audit Committee:<br />
must be a member of the <strong>Malaysia</strong>n Institute of Accountants; or<br />
if he is not a member of the <strong>Malaysia</strong>n Institute of Accountants, he must have at least 3 years'<br />
working experience and :-<br />
- he must have passed the examinations specified in Part I of the 1st Schedule of the<br />
Accountants Act 1967; or<br />
- he must be a member of one of the associations of accountants specified in Part II of the<br />
1st Schedule of the Accountants Act 1967; or<br />
fulfils such other requirements as prescribed by the Exchange.<br />
The members of the Audit Committee shall elect a chairman from among their numbers who shall<br />
be an independent non-executive director. The chairman elected shall be subject to endorsement<br />
by the Board.<br />
If a member of the Audit Committee resigns, dies or for any other reason ceases to be a member<br />
resulting in the number of members reducing to below 3, the Board of Directors shall, within 3<br />
months of that event, appoint such number of new members as may be required to make up the<br />
minimum number of 3 members. No alternate director shall be appointed as a member of the<br />
Audit Committee.<br />
Functions<br />
The duties of the Audit Committee shall be:-<br />
1. To review the quarterly results and year-end financial statements of the Company and the<br />
Group, and to recommend the same to the Board for approval whilst ensuring that they are<br />
prepared in a timely and accurate manner complying with all applicable accounting and<br />
regulatory requirements and are promptly published;<br />
2. To recommend the appointment or re-appointment of the external auditors, the audit fee and<br />
any questions of resignation or dismissal;<br />
3. To review with the external auditors:<br />
- the nature and scope of their audit plan<br />
- the evaluation of the soundness of system of internal control<br />
- the audit report on the financial statements<br />
- the management letter of their recommendations and findings<br />
- the assistance which they can render to our internal audit function and the co-ordination<br />
between the external and internal audit;<br />
4. To review the adequacy of the scope, functions and resources of the internal audit function,<br />
and that it has the necessary authority to carry out its work;<br />
W T K HOLDINGS BERHAD (10141-M)
Audit Committee Report (Cont’d)<br />
5. To review the internal audit programme and the results of the internal audit process or<br />
investigation undertaken and whether or not appropriate action is taken on the recommendation<br />
of the internal audit function;<br />
6. To approve any appointment, appraisal or assessment of the performance of members of the<br />
internal audit function and inform itself of the resignation or termination of senior members of<br />
the internal audit function;<br />
7. To consider any significant findings, reservations, difficulties encountered or material<br />
weaknesses reported by the external and internal auditors;<br />
8. To review with the external and internal auditors whether the employees of the Group have<br />
given them appropriate assistance to discharge their duties;<br />
9. To review any related party transactions and conflict of interest situation that may arise within<br />
the Company or the Group;<br />
10. Any other functions as may be agreed by the Audit Committee and the Board of Directors or<br />
as directed by the Board of Directors.<br />
Powers<br />
In carrying out their duties and responsibilities, the Audit Committee will, in principle, have full,<br />
free and unrestricted access to all the Group's records, properties and personnel.<br />
Meetings<br />
The Audit Committee will meet at least four (4) times a year although additional meetings may be<br />
called at any time, at the discretion of the Chairman. The Group's Chief Financial Officer and other<br />
Board members or Senior Management officers may attend these meetings upon the invitation of<br />
the Audit Committee.<br />
The internal and/or external auditors have the right to appear and be heard at any meeting of the<br />
Audit Committee and shall appear before the Audit Committee when required by the Company.<br />
Upon the request of the auditors, the Chairman of the Audit Committee shall also convene a<br />
meeting of the Audit Committee to consider any matters the auditors believe should bring to the<br />
attention of the Board of Directors or the shareholders.<br />
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL<br />
YEAR ENDED 31 DECEMBER 2003<br />
The Audit Committee of the Company comprises three (3) members. Two (2) being independent<br />
non-executive directors. The Chairman of the Audit Committee, Yg Bhg Lt Gen (Rtd) Datuk Seri<br />
Abdul Manap bin Ibrahim is the Senior Independent Non-Executive Director. Any concerns of the<br />
Group may be conveyed to him.<br />
A N N U A L R E P O R T 2 0 0 3 17
18<br />
Audit Committee Report (Cont’d)<br />
The Audit Committee met five (5) times during the financial year ended 31 December 2003. Details<br />
of attendance of the Audit Committee are set out as follows:-<br />
Members No. of meetings attended<br />
Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim 5<br />
Datuk Wong Kie Nai 5<br />
Mr Loh Siew Choon 5<br />
The Group's Chief Financial Officer and other members of the Senior Management were also<br />
invited to attend these meetings. During the year under review, the Audit Committee carried out<br />
its duties in accordance with its Terms of Reference as follows:-<br />
Reviewed the Group's quarterly unaudited financial results and announcement before<br />
recommending them for the Board's approval;<br />
Reviewed the Group's year-end audited accounts and audit report on the financial statements<br />
as presented by the External Auditors and recommended the same to the Board for approval;<br />
Reviewed and updated its Terms of Reference;<br />
Reviewed the scope and results of works carried out by the Internal Audit Function;<br />
Discussed and reviewed recurrent related party transactions;<br />
Discussed with the External Auditors before the audit commenced, the nature and scope of<br />
the audit plan.<br />
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION DURING THE FINANCIAL<br />
YEAR ENDED 31 DECEMBER 2003<br />
The Group’s Internal Audit Department ("IAD") whose primary function is to assist the Audit<br />
Committee in discharging its duties and responsibilities with regard to the monitoring of internal<br />
control system, risk management and corporate governance processes. The IAD provides<br />
independent assessments and objective assurance on the adequacy and effectiveness of the risk<br />
management and internal control framework in all key business activities within the Group.<br />
For the financial year ended 31 December 2003, the IAD has performed regular audit assignments<br />
namely financial, operational as well as compliance audits on subsidiary companies covering all<br />
major operating areas. These were carried out in accordance with the annual audit plan or special<br />
ad-hoc audit at the request of the Management Committee.<br />
At every meeting of the Audit Committee during the financial year, Internal Audit Reports of the<br />
Group's subsidiary companies were tabled and deliberated. In its undertaking of each audit, the<br />
Internal Auditors reviewed the internal control system and performed relevant compliance and<br />
substantive audit procedures of the auditee company.<br />
During the year under review, the IAD has also assisted the Audit Committee in conducting reviews<br />
on the risk management processes implemented by the Management Committee for identifying,<br />
evaluating and monitoring significant risk exposures through the application of "risk audit checklist"<br />
methodology on a regular basis.<br />
The review will provide the Executive Management and the Audit Committee with an efficient and<br />
effective level of audit coverage.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Statement on Internal Control<br />
The Board recognises that effective risk management practices are necessary to safeguard shareholders'<br />
investments as well as the Group's assets. As such, they are responsible for maintaining a sound system of<br />
internal control and for reviewing its effectiveness. However, such a system is designed to manage rather<br />
than to eliminate the risks that may impede the achievement of business objectives. The system can<br />
therefore, only provide reasonable assurance and not absolute assurance against material misstatement or<br />
loss.<br />
The Group has in place an on-going process that lays the foundation for effective control framework for<br />
identifying, evaluating, and managing the principal risks of the Group in a proactive manner for the year<br />
under review up to the date of this report. The Board, with the support of the Management Committee as<br />
well as Audit Committee regularly reviews this process.<br />
During the financial year, the Board has reviewed the Group's system of internal control against the<br />
requirements outlined in the Statement on Internal Control: Guidance for Directors of Public Listed Companies<br />
issued by the Kuala Lumpur Stock Exchange's Task Force on Internal Control.<br />
The Group's system of internal control comprise the following key elements:-<br />
Risk Assessment<br />
Throughout the year under review, the Internal Audit Function undertook an on-going review of<br />
the principal and operational risks factors affecting the key business units of the Group. Those<br />
risks factors were identified, evaluated and control measures were implemented to safeguard<br />
those risks from affecting the business objectives of the Group. All risks owners were assigned to<br />
be responsible for ensuring that the controls are adequate and effective in mitigating the risks<br />
factors.<br />
The Board is in the process of mandating the establishment of Risk Management Committee<br />
whom shall report to the Management Committee and subsequently the Audit Committee and<br />
the Board. The Risk Management Committee shall be established at all major subsidiaries of the<br />
Group.<br />
The composition of the Management Committee shall be the Chairman of the Board of Directors,<br />
Chief Executive Officer and is assisted by the Chief Financial Officer and senior management<br />
officers.<br />
The Risk Management Committee for the respective business units shall consist of the Head of<br />
Internal Audit, the Subsidiaries' General Managers and Finance Managers. The respective business<br />
units will be responsible for monitoring and updating their risk profiles as well as evaluating emerging<br />
new risk factors.<br />
A N N U A L R E P O R T 2 0 0 3 19
20<br />
Directors’ Statement on Internal Control (Cont’d)<br />
Control Environment & Activities<br />
The Group has in place an on-going monthly financial reporting system that provides the<br />
Management Committee with information and acts as a resourceful tool for close monitoring of<br />
actual results against budgets. The Management Committee reviews the monthly management<br />
reports, which includes information on financial performance as well as key financial and operational<br />
performance indicators to highlight the achievement of the Group's business objectives. Members<br />
of the Management Committee pay regular visits to all operating units and establish follow-up<br />
actions on major variances reported.<br />
The Group also has in place a Quality Management System under the auspices of the MS ISO<br />
9001 : 2000. This system establishes broad policies and procedures for the efficient running of the<br />
business of the West <strong>Malaysia</strong>n manufacturing-based operating units. These policies and procedures<br />
define proper authorisation level and segregation of duties providing a framework for good internal<br />
control practices.<br />
The Management Committee meets regularly to deliberate on business and operational issues<br />
that include reviewing, formulating and approving all key business objectives and policies. The<br />
reviews are either scheduled or ad-hoc and are held at the respective business units to identify,<br />
discuss and resolve business and operational issues. All significant issues identified during these<br />
meetings that warrant Board attention are reported to the Board accordingly.<br />
Assurance Function<br />
The Group has its own Internal Audit Function. Its main function is to provide independent and<br />
reasonable assurance to the Board and the Audit Committee on the adequacy, integrity and<br />
effectiveness of the Group's system of internal control. Internal control reviews are conducted<br />
regularly and systematically across the Group. Such review comprised of financial, operational as<br />
well as compliance engagement on the Group's operations with proper risk responses for<br />
improvement to be implemented by operating management. These reviews are conducted in<br />
accordance with formally developed audit plans, which takes into account the risk factors identified<br />
during the risk assessment process. The results of these reviews are reported quarterly to the<br />
Audit Committee.<br />
The Management Committee is also responsible to the Board for ensuring proper internal control<br />
procedures are in place at each business unit thus providing added assurance to the Board.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Statement on Internal Control (Cont’d)<br />
Board Review<br />
The Audit Committee reviews reports from the Internal Audit Function pertaining to internal audit<br />
reviews as well as risk assessment reviews, and reports thereon to the Board. Such measures<br />
provide positive endeavor for the Board to take continuous measures to put in place appropriate<br />
action plans to further strengthen the internal control environment of the Group.<br />
The Board is pleased to report that there were no significant weaknesses noted in the Group's<br />
system of internal control during the financial year up to the date of the approval of the annual<br />
report and financial statements.<br />
A N N U A L R E P O R T 2 0 0 3 21
22<br />
Chairman’s Statement<br />
Dear Shareholders,<br />
On behalf of the Board of<br />
Directors, I am pleased to<br />
present the Annual Report<br />
and Audited Financial<br />
Statements of the Group<br />
for the financial year ended<br />
31 December, 2003.<br />
FINANCIAL PERFORMANCE<br />
Riding upon the gradual improvement in global timber prices particularly<br />
towards the second half of 2003, the Group achieved a higher turnover<br />
and profitability for the year. The Group’s turnover rose 12.4% to RM557<br />
million and profit after tax improved 4.3% to reach RM44 million as<br />
compared with FY2002. Consequently, the Group’s earnings per share<br />
(EPS) improved 5.8% to approximately 30 sen.<br />
REVIEW OF OPERATIONS<br />
Timber<br />
Generally for 2003, the tropical timber industry saw a gradual recovery in timber<br />
prices and demand towards the second half of the year. It became apparent<br />
then that the Indonesian Government intensified its level of enforcement to<br />
curb illegal logging and over-production to meet sustainable forestry targets.<br />
This effort gave rise to a supply crunch as Indonesia is a major producer of<br />
tropical timber, contributing about 20% of the world’s supply. On the demand<br />
side, the improving economic outlook in Japan and strong growth in China<br />
and India also led to a rise in demand for timber, reinforcing the positive impact<br />
on timber prices.<br />
For the Group, the year started on a grim note owing to a flat outlook in the<br />
Japanese housing starts, a traditional indicator of the industry’s direction for<br />
the year and also its price leader. However, the continued strong demand for<br />
timber products from alternative markets like China and India and in the second<br />
half, an improved Japanese economy saw a pickup in housing starts and rising<br />
business sentiment and confidence led to timber prices firming up gradually.<br />
Additionally, on the demand side, Japan also reinforced a new standard on its<br />
existing JAS, raising the bar on allowable formaldehyde emission level in<br />
plywood in July 2003. This negatively affected producers that were not yet<br />
JAS-complied and benefited those whom have complied earlier. The revised<br />
JAS requirement effectively narrowed the supply of plywood for the medium<br />
term and as was expected, plywood prices firmed up.<br />
W T K HOLDINGS BERHAD (10141-M)
Chairman’s Statement (Cont’d)<br />
In addition to the steady demand from China, India, South Korea and other<br />
Asian countries, a revival in demand from Japan became visible from the third<br />
quarter of the year onwards. Japan’s upward revision of its wood demand<br />
forecast for 2004 augurs well for the industry and buyers spooked by the<br />
inconsistency of timber supply from Indonesia resorted to <strong>Malaysia</strong>n producers.<br />
The above has benefited our Group owing to our focus on the production of<br />
floor-based plywood, a high value-added product. Floor-based plywood<br />
commands a higher premium due to more stringent production and quality<br />
control processes and the provision of a product warranty. These products are<br />
ultimately endorsed with the buyer’s brandname, hence the emphasis placed<br />
on its quality. <strong>WTK</strong> is now the largest producer of floor-based plywood to<br />
Japan from <strong>Malaysia</strong>. Plywood shipments to Japan account for about 80% of<br />
the Group’s plywood sales. An additional line to the Group’s main plywood<br />
mill in Bintulu is expected to be fully commissioned by the 3rd quarter of 2004<br />
and this would expand our production capacity by approximately 25%.<br />
The Group’s round logs markets remain predominantly India, Japan and China.<br />
Sales to India account for 35%, Japan 30% and China 20% of the Group’s<br />
round logs turnover, reflecting the overall trend of log shipments from Sarawak<br />
where India have surpassed both Japan and China in round logs consumption.<br />
The balance 15% of round logs sales goes to various Asian countries. India<br />
was an alternative market the Group first nurtured in 1998-1999 when Japan<br />
slowed down in its wood consumption. From a sales level of about 5% then<br />
and a preference for only one type of timber specie, Selangan Batu, the Group<br />
is proud that its diversification effort has expanded to about 35% contribution<br />
from India presently. Also, India has started buying a range of timber species<br />
that includes Meranti, a specie most abundantly found in Sarawak’s forests.<br />
For a year where the buildup of activity was seen mainly in the last quarter, the<br />
Group’s average logs and plywood prices for the year is a reasonable<br />
improvement of about 4% and 6% respectively as compared with FY2002.<br />
The production volume of logs and plywood consequently rose 25% and 5%<br />
respectively. The year also ended on a positive note for the industry where<br />
players could reasonably expect a strong price recovery in both logs and<br />
plywood in 2004.<br />
A N N U A L R E P O R T 2 0 0 3 23
24<br />
Chairman’s Statement (Cont’d)<br />
Non-Timber<br />
The non-timber manufacturing and trading division, which encompasses the<br />
manufacture and sale of adhesive tapes and aluminium foil products, turned<br />
in improved performance for FY2003. The division registered an almost 25%<br />
jump in pre-tax profits on the back of RM147 million in sales as compared with<br />
the preceding year. The noteworthy improvement was led mainly by a<br />
substantial increase in sales to Singapore, Thailand, Australia and Philippines.<br />
The contributing factors to the improvement were attributable to a better<br />
product mix, improved production efficiency and aggressive marketing plan to<br />
open new export markets and to expand the existing range of tape and foil<br />
products. The Group is proud to be listed in the <strong>Malaysia</strong> Book of Records as<br />
the largest adhesive tape manufacturer. The Group has also in place a Quality<br />
Management System under the auspices of the ISO series.<br />
CORPORATE DEVELOPMENTS<br />
On 17 April 2003, Immense Fleet Sdn. Bhd. (“IFSB”), a wholly-owned<br />
subsidiary, was granted a Licence for Planted Forests (“Licence”) No<br />
LPF/0032 by the State Government of Sarawak to establish, develop and<br />
maintain a planted forest in accordance with a tree planting plan approved by<br />
the Director of Forests, on a total area of 67,157 hectares of Tree Planting area<br />
in Oya-Kanowit-Katibas, in Sibu, Sarawak. The Licence is valid for 60 (sixty)<br />
years commencing from 28 February 2003, and ending 27 February 2063.<br />
PROSPECTS<br />
The Group expects 2004 to be a relatively good year for the timber industry.<br />
The state of the Japanese’s economic recovery remains an important indicator<br />
for the industry, although major alternative markets such as India and China<br />
have gained substantial ground. The Japanese continues to be the price leader<br />
for the industry due to its stringent demand on quality. In the upstream<br />
segment, the Group’s key focus would be India, Japan, China and other Asian<br />
countries, in that order. The Group expect that log prices are likely to trend up<br />
W T K HOLDINGS BERHAD (10141-M)
Chairman’s Statement (Cont’d)<br />
in 2004 arising from increased demand from these key markets. A lower supply<br />
of logs is anticipated from Indonesia stemming from its government’s effort to<br />
weed out illegal logging and over-production to meet sustainable forestry limits<br />
and hence, would give a boost to prices as well. Given these, the Group expects<br />
to increase its log production volume for the year. For its plywood division, the<br />
Group anticipates a strong recovery in prices, led by higher value-added plywood<br />
products.<br />
For the non-timber manufacturing and trading division, the outlook for the year<br />
remains challenging and competitive due to fluctuating prices of certain major<br />
raw materials. Nevertheless, the Group expects to continue to rationalize its<br />
operations to improve its performance.<br />
DIVIDEND<br />
The Board of Directors has proposed a final dividend of 8% (Year 2002: 7%)<br />
less 28% income tax. The total net dividend payable, if approved at the<br />
forthcoming Annual General Meeting, would amount to RM9,329,272 (Year<br />
2002: RM8,134,637).<br />
APPRECIATION<br />
On behalf of my fellow board members, I wish to extend our appreciation to all<br />
employees for their continued diligence and dedication in their work, leading<br />
to a commendable financial performance for the year. I would also take this<br />
opportunity to thank all our shareholders, regulators, customers and suppliers<br />
for their continual support and confidence in the Group.<br />
DATUK WONG KIE YIK<br />
Chairman<br />
31 May 2004<br />
A N N U A L R E P O R T 2 0 0 3 25
26<br />
Financial Highlights<br />
turnover<br />
(RM’000)<br />
600,000<br />
500,000<br />
400,000<br />
300,000<br />
200,000<br />
100,000<br />
0<br />
550,384<br />
total assets<br />
(RM’000)<br />
1,200,000<br />
1,000,000<br />
800,000<br />
600,000<br />
400,000<br />
200,000<br />
0<br />
547,425<br />
451,906<br />
495,892<br />
1999 2000 2001 2002 2003<br />
747,846<br />
784,058<br />
864,855<br />
929,729<br />
1999 2000 2001 2002 2003<br />
557,141<br />
942,976<br />
120,000<br />
100,000<br />
80,000<br />
60,000<br />
40,000<br />
20,000<br />
W T K HOLDINGS BERHAD (10141-M)<br />
profit before tax<br />
(RM’000)<br />
0<br />
112,360<br />
93,870<br />
42,430<br />
53,632<br />
1999 2000 2001 2002 2003<br />
total shareholders’ funds<br />
(RM’000)<br />
700,000<br />
600,000<br />
500,000<br />
400,000<br />
300,000<br />
200,000<br />
100,000<br />
0<br />
551,464<br />
619,813<br />
638,256<br />
673,810<br />
1999 2000 2001 2002 2003<br />
705,170 53,494
FINANCIAL<br />
STATEMENTS<br />
28 Directors’ Report<br />
36 Statement by Directors<br />
36 Statutory Declaration<br />
37 Report of the Auditors<br />
38 Income Statements<br />
39 Balance Sheets<br />
41 Consolidated Statement of Changes in Equity<br />
42 Company Statement of Changes in Equity<br />
43 Cash Flow Statements<br />
45 Notes to the Financial Statements
28<br />
Directors’ Report<br />
The directors have pleasure in presenting their report together with the audited financial statements of the<br />
Group and of the Company for the financial year ended 31 December 2003.<br />
PRINCIPAL ACTIVITIES<br />
The principal activities of the Company are investment holding and provision of management services.<br />
The principal activities of the subsidiary and associated companies are described in Note 14 and 15 respectively,<br />
to the financial statements.<br />
There have been no significant changes in the nature of the principal activities during the financial year.<br />
RESULTS<br />
W T K HOLDINGS BERHAD (10141-M)<br />
GROUP COMPANY<br />
RM’000 RM’000<br />
Profit after taxation 44,462 11,079<br />
Minority interest (601) -<br />
Net profit for the year 43,861 11,079<br />
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed<br />
in the statements of changes in equity.<br />
In the opinion of the directors, the results of the operations of the Group and of the Company during the<br />
financial year were not substantially affected by any item, transaction or event of a material and unusual nature.<br />
DIVIDENDS<br />
The amount of dividends paid by the Company since 31 December 2002 were as follows:<br />
RM’000 RM’000<br />
In respect of the financial year ended 31 December 2002 as reported in the<br />
directors' report of that year:<br />
Final dividend of 7% less 28% taxation, paid on 18 August 2003 8,135<br />
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December<br />
2003 of 8% less 28% taxation on 163,866,527 ordinary shares less shares bought back and held as treasury<br />
shares, amounting to a total dividend payable of RM9,329,272 (5.76 sen net per share) will be proposed for<br />
shareholders' approval. The financial statements for the current financial year do not reflect this proposed dividend.<br />
Such dividend, if approved by the shareholders, will be accounted for in shareholders' equity as an appropriation<br />
of retained profits in the financial year ending 31 December 2004.
Directors’ Report (Cont’d)<br />
DIRECTORS<br />
The names of the directors of the Company in office since the date of the last report and at the date of this<br />
report are:<br />
Datuk Wong Kie Yik<br />
Lt Gen (Rtd) Datuk Seri Abdul Manap bin Ibrahim<br />
Datuk Wong Kie Nai<br />
Wong Kie Chie<br />
Loh Siew Choon<br />
Tham Sau Kien<br />
John Sian-Zu Lin (resigned on 19 March 2004)<br />
(alternate to Loh Siew Choon)<br />
In accordance with Article 96 of the Company's Articles of Association, Datuk Wong Kie Nai and Mr Loh Siew<br />
Choon retire by rotation from the Board at the forthcoming Annual General Meeting and, being eligible, offer<br />
themselves for re-election.<br />
DIRECTORS' BENEFITS<br />
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to<br />
which the Company was a party, whereby the directors might acquire benefits by means of acquisition of<br />
shares in or debentures of the Company or any other body corporate, other than as may arise from the share<br />
options to be granted pursuant to the Employees' Share Option Scheme.<br />
Since the end of the previous financial year, no director has received or become entitled to receive a benefit<br />
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the<br />
directors as shown in Note 6 to the financial statements or the fixed salary of a full-time employee of the<br />
Company) by reason of a contract made by the Company or a related corporation with any director or with a firm<br />
of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed<br />
in Note 34 to the financial statements.<br />
A N N U A L R E P O R T 2 0 0 3 29
30<br />
Directors’ Report (Cont’d)<br />
DIRECTORS' INTERESTS<br />
According to the register of directors' shareholdings, the interests of directors in office at the end of the financial<br />
year in shares in the Company and its related corporations during the financial year were as follows:<br />
Number of ordinary shares of RM1.00 each in the Company<br />
As at As at<br />
1.1.2003 Bought Sold 31.12.2003<br />
Direct Interest<br />
Datuk Wong Kie Yik 2,208,154 - - 2,208,154<br />
Datuk Wong Kie Nai 5,634,055 - - 5,634,055<br />
Wong Kie Chie 5,247,010 - - 5,247,010<br />
Indirect Interest<br />
Datuk Wong Kie Yik * 30,887,491 - - 30,887,491<br />
Datuk Wong Kie Nai ** 37,287,789 - - 37,287,789<br />
Wong Kie Chie ** 37,287,789 - - 37,287,789<br />
* Indirect interest through his substantial shareholding in W T K Realty Sdn. Bhd. and Ocarina Development<br />
Sdn. Bhd..<br />
** Indirect interest through their substantial shareholdings in W T K Realty Sdn. Bhd., Harbour-View Realty<br />
Sdn. Bhd. and Ocarina Development Sdn. Bhd..<br />
By virtue of their interest in the shares of the Company, Datuk Wong Kie Yik, Datuk Wong Kie Nai and Wong Kie<br />
Chie are also deemed to be interested in the shares of all the subsidiaries of the Company to the extent the<br />
Company has an interest.<br />
The interests of directors in options granted to subscribe for ordinary shares in the Company pursuant to the<br />
Employees' Share Option Scheme were as follows:<br />
Options to subscribe for ordinary shares of RM1.00 each<br />
As at As at<br />
1.1.2003 Granted Exercised 31.12.2003<br />
Datuk Wong Kie Yik 490,000 - - 490,000<br />
Datuk Wong Kie Nai 500,000 - - 500,000<br />
Wong Kie Chie 500,000 - - 500,000<br />
1,490,000 - - 1,490,000<br />
Other than as disclosed above, none of the other directors in office at the end of the financial year had any<br />
interest in shares in the Company or its related corporations during the financial year.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Report (Cont’d)<br />
EMPLOYEES' SHARE OPTION SCHEME<br />
The main features of the Company's Employees' Share Option Scheme ("ESOS") are as follows:<br />
(a) The maximum amount of ordinary shares of RM1.00 each in the Company which may be subscribed on the<br />
exercise of the ESOS shall not exceed in aggregate 10% of the total issued and paid-up share capital of the<br />
Company at any point of time during the existence of the ESOS.<br />
(b) Eligible employees and executive directors of the Group with at least one year of service shall be eligible to<br />
participate in the ESOS.<br />
(c) The maximum allowable allotment that may be offered to eligible employees and full time executive directors<br />
under the ESOS ranges from 4,000 to 500,000 ordinary shares.<br />
(d) The option price shall be average of the mean market quotation of the shares as quoted and shown in the<br />
Daily Official List issued by <strong>Bursa</strong> <strong>Malaysia</strong> for the 5 market days immediately preceding the date of the<br />
offer or the par value of the shares of the Company, whichever is higher, provided always that the exercise<br />
price of such options is allowed to be set at a discount of not more than 10% from the set price at the date<br />
the option is granted.<br />
(e) An option shall be capable of being exercised during the option period starting from the date at which a<br />
written offer from the ESOS committee to any eligible employee or such later date as determined by the<br />
ESOS committee. The Scheme will expire at the end of five years from the commencement of the Scheme<br />
on 24 July 2000.<br />
Pursuant to the ESOS, which commenced on 24 July 2000, options to subscribe for 13,887,000 ordinary shares<br />
of RM1.00 each in the Company have been granted as of 31 December 2003.<br />
The movement in the Company's unissued shares under the ESOS during the financial year is as follows:<br />
Number of ordinary shares of RM1.00 each<br />
As at As at<br />
1.1.2003 Granted Exercised 31.12.2003<br />
13,887,000 - - 13,887,000<br />
A N N U A L R E P O R T 2 0 0 3 31
32<br />
Directors’ Report (Cont’d)<br />
SHARE BUY BACK<br />
At the Annual General Meeting held on 26 June 2003, the Company obtained a renewal of mandate to purchase<br />
its own shares on the <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong>.<br />
During the financial year, the Company purchased a total of 998,000 of its issued ordinary shares of RM1.00<br />
each from the open market for a total cost of RM4,574,654. The repurchases were financed by the Company's<br />
internal funds.<br />
The monthly breakdown of shares bought back for the financial year ended 31 December 2003 were as follows:<br />
No. of Purchase Price Per Share Average Price Total<br />
Ordinary Lowest Highest Per Share Cost<br />
Month Shares RM RM RM RM<br />
Balance b/f 1,945,000 3.86 5.10 4.37 8,504,242<br />
January 215,000 4.76 4.82 4.80 1,036,120<br />
February - - - - -<br />
March 280,000 4.66 4.70 4.68 1,314,911<br />
April 25,000 4.68 4.68 4.68 117,515<br />
May - - - - -<br />
June - - - - -<br />
July - - - - -<br />
August - - - - -<br />
September - - - - -<br />
October 223,000 4.38 4.64 4.51 1,009,443<br />
November - - - - -<br />
December 255,000 4.16 4.38 4.28 1,096,665<br />
TOTAL 2,943,000 3.86 5.10 4.44 13,078,896<br />
All the 2,943,000 (2002: 1,945,000) ordinary shares repurchased by the Company were being held as treasury<br />
shares. There has been no resale of treasury shares or cancellation of shares bought back during the financial year.<br />
Subsequent to 31 December 2003 and up to 25 April 2004, the Company repurchased a further 339,000 shares<br />
at an average price of RM4.21 amounting to total cost of RM1,432,666 and a resale of 1,382,000 treasury<br />
shares at an average price of RM5.92 amounting to total net proceeds of RM8,111,238.<br />
The directors of the Company are committed to enhancing the value of the Company to its shareholders and<br />
believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Report (Cont’d)<br />
SIGNIFICANT EVENT DURING THE YEAR<br />
(a) On 28 February 2003, Winning Properties Sdn. Bhd. ("WPSB"), a wholly-owned subsidiary of the Company,<br />
transferred its entire ownership of 100% equity interest in Piramid Intan Sdn. Bhd. ("PISB") and W T K Heli-<br />
Logging Sdn. Bhd. ("WHL") to the Company at a total consideration of RM5,000,000. Following the<br />
reorganisation, the Company subscribed for an additional of 2,400,000 ordinary shares of RM1.00 each in<br />
PISB at par. The Company's ultimate equity ownership of both PISB and WHL remains unchanged but both<br />
PISB and WHL have became direct subsidiaries of the Company. None of the directors or substantial<br />
shareholders of the Company has an interest, direct or indirect, in the reorganisation and subscription.<br />
(b) On 17 April 2003, Immense Fleet Sdn. Bhd., wholly-owned subsidiary of the Company, was granted a Licence<br />
for Planted Forest ("Licence") by the State Government of Sarawak to establish, develop and maintain a<br />
planted forest in accordance with a tree planting plan approved by the Director of Forests, Sarawak on a<br />
total area of 67,157 hectares in Oya-Kanowit-Katibas, Sibu, Sarawak. The Licence is valid for 60 years<br />
commencing from 28 February 2003, and ending on 27 February 2063.<br />
(c) Pursuant to a settlement reached between a subsidiary, Samanda Marketing & Sales Sdn. Bhd., and Avery<br />
Dennison Materials Sdn. Bhd. (formerly known as JAC <strong>Malaysia</strong> Sdn. Bhd.), the Kuala Lumpur High Court in<br />
Companies (Winding-up) has on 3 September 2003, unconditionally discharged and stayed the winding-up<br />
order made on 7 May 2003 altogether, via the full and final settlement of RM200,000 made during the year.<br />
SUBSEQUENT EVENT<br />
Central Industrial Corporation <strong>Berhad</strong> ("CICB"), a minority shareholder of Central Mercantile Corporation (M)<br />
Sdn. Bhd. ("CMCM"), a subsidiary of the Company, has on 8 February 2001 presented a petition to wind up<br />
CMCM on the grounds that the Directors of CMCM have not acted in the interest of CMCM. CICB also applied<br />
to the Court to appoint provisional liquidators over CMCM.<br />
The Directors of the Company, in close consultation with the lawyers of the Company, are of the opinion that<br />
CMCM has a fair chance of resisting CICB's petition and CICB's application to appoint provisional liquidators.<br />
Accordingly, the Company and Loytape Industries Sdn. Bhd., the immediate holding company of CMCM have<br />
directed the lawyers to file an appeal, which is now fixed for hearing on 15 June 2004.<br />
A N N U A L R E P O R T 2 0 0 3 33
34<br />
Directors’ Report (Cont’d)<br />
OTHER STATUTORY INFORMATION<br />
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the<br />
directors took reasonable steps:<br />
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making<br />
of provision for doubtful debts and satisfied themselves that all known bad debts had been written off<br />
and that adequate provision had been made for doubtful debts; and<br />
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting<br />
records in the ordinary course of business had been written down to an amount which they might be<br />
expected so to realise.<br />
(b) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this<br />
report or financial statements of the Group and of the Company which would render:<br />
(i) the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any<br />
substantial extent; and<br />
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company<br />
misleading.<br />
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would<br />
render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company<br />
misleading or inappropriate.<br />
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this<br />
report or financial statements of the Group and of the Company which would render any amount stated in<br />
the financial statements misleading.<br />
(e) As at the date of this report, there does not exist:<br />
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial<br />
year which secures the liabilities of any other person; or<br />
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial<br />
year other than disclosed in Note 35 to the financial statements.<br />
W T K HOLDINGS BERHAD (10141-M)
Directors’ Report (Cont’d)<br />
(f) In the opinion of the directors:<br />
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the<br />
period of twelve months after the end of the financial year which will or may affect the ability of the<br />
Group or of the Company to meet their obligations when they fall due; and<br />
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end<br />
of the financial year and the date of this report which is likely to affect substantially the results of the<br />
operations of the Group or of the Company for the financial year in which this report is made.<br />
AUDITORS<br />
The auditors, Ernst & Young, have expressed their willingness to continue in office.<br />
Signed on behalf of the Board in accordance with a resolution of the directors.<br />
DATUK WONG KIE YIK<br />
DATUK WONG KIE NAI<br />
Kuala Lumpur, <strong>Malaysia</strong><br />
29 April 2004<br />
A N N U A L R E P O R T 2 0 0 3 35
36<br />
Statement by Directors pursuant to section 169(15) of the Companies Act, 1965<br />
We, Datuk Wong Kie Yik and Datuk Wong Kie Nai being two of the directors of W T K <strong>Holdings</strong> <strong>Berhad</strong>, do hereby<br />
state that, in the opinion of the directors, the accompanying financial statements set out on pages 38 to 97 are<br />
drawn up in accordance with applicable Approved Accounting Standards in <strong>Malaysia</strong> and the provisions of the<br />
Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as<br />
at 31 December 2003 and of the results and the cash flows of the Group and of the Company for the year then<br />
ended.<br />
Signed on behalf of the Board in accordance with a resolution of the directors.<br />
DATUK WONG KIE YIK<br />
DATUK WONG KIE NAI<br />
Kuala Lumpur, <strong>Malaysia</strong><br />
29 April 2004<br />
Statutory Declaration pursuant to section 169(16) of the Companies Act, 1965<br />
I, Datuk Wong Kie Nai, being the director primarily responsible for the financial management of W T K <strong>Holdings</strong><br />
<strong>Berhad</strong>, do solemnly and sincerely declare that the accompanying financial statements set out on pages 38 to<br />
97 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true<br />
and by virtue of the provisions of the Statutory Declarations Act, 1960.<br />
Subscribed and solemnly declared<br />
by the abovenamed Datuk Wong Kie Nai<br />
at Kuala Lumpur in the Federal Territory<br />
on 29 April 2004 DATUK WONG KIE NAI<br />
Before me,<br />
AHMAD LAYA<br />
Commissioner for Oath<br />
Kuala Lumpur, <strong>Malaysia</strong><br />
W T K HOLDINGS BERHAD (10141-M)
Report of the Auditors to the Members of W T K <strong>Holdings</strong> <strong>Berhad</strong><br />
We have audited the accompanying financial statements set out on pages 38 to 97. These financial statements<br />
are the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial<br />
statements based on our audit.<br />
We conducted our audit in accordance with applicable Approved Standards on Auditing in <strong>Malaysia</strong>. Those<br />
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial<br />
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting<br />
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles<br />
used and significant estimates made by the directors, as well as evaluating the overall presentation of the<br />
financial statements. We believe that our audit provides a reasonable basis for our opinion.<br />
In our opinion:<br />
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies<br />
Act, 1965 and applicable Approved Accounting Standards in <strong>Malaysia</strong> so as to give a true and fair view of:<br />
(i) the financial position of the Group and of the Company as at 31 December 2003 and of the results and<br />
the cash flows of the Group and of the Company for the year then ended; and<br />
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial<br />
statements; and<br />
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its<br />
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions<br />
of the Act.<br />
We have considered the financial statements and the auditors' reports thereon of the subsidiaries of which we<br />
have not acted as auditors, as indicated in Note 14 to the financial statements, being financial statements that<br />
have been included in the consolidated financial statements.<br />
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial<br />
statements of the Company are in form and content appropriate and proper for the purposes of the preparation<br />
of the consolidated financial statements and we have received satisfactory information and explanations required<br />
by us for those purposes.<br />
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material<br />
to the consolidated financial statements and did not include any comment required to be made under Section<br />
174(3) of the Act.<br />
Ernst & Young<br />
AF: 0039<br />
Chartered Accountants<br />
Yong Voon Kar<br />
No. 1769/04/06<br />
Partner<br />
Kuala Lumpur, <strong>Malaysia</strong><br />
29 April 2004<br />
A N N U A L R E P O R T 2 0 0 3 37
38<br />
Income Statements for the year ended 31 December 2003<br />
Group Company<br />
2003 2002 2003 2002<br />
Note RM'000 RM'000 RM'000 RM'000<br />
Revenue 3 557,141 495,892 12,710 12,212<br />
Cost of sales 4 (454,169) (399,116) - -<br />
Gross profit 102,972 96,776 12,710 12,212<br />
Other operating income 7,928 9,440 29 29<br />
Selling and distribution expenses (22,012) (23,722) - -<br />
Administrative expenses (24,207) (17,748) (1,639) (1,485)<br />
Other operating expenses (127) (131) - -<br />
Profit from operations 5 64,554 64,615 11,100 10,756<br />
Other non-operating (expenses)/income 7 (5,826) (6,123) 274 444<br />
Finance costs 8 (6,419) (6,267) - -<br />
Share of results of associates 828 1,240 - -<br />
Share of results of a jointly controlled entity 356 167 - -<br />
Profit before taxation 53,493 53,632 11,374 11,200<br />
Taxation 9 (9,031) (11,001) (295) (934)<br />
Profit after taxation 44,462 42,631 11,079 10,266<br />
Minority interests (601) (605) - -<br />
Net profit for the year 43,861 42,026 11,079 10,266<br />
Earnings per share (sen)<br />
Basic 10 27.3 25.8<br />
Diluted 10 27.3 25.8<br />
Net dividends per share (sen) 11 5.0 3.6 5.0 3.6<br />
The accompanying notes form an integral part of the financial statements.<br />
W T K HOLDINGS BERHAD (10141-M)
Balance Sheets as at 31 December 2003<br />
NON-CURRENT ASSETS<br />
Group Company<br />
2003 2002 2003 2002<br />
Note RM'000 RM'000 RM'000 RM'000<br />
Property, plant and equipment 12 308,461 312,240 1,534 1,588<br />
Investment properties 13 19,953 19,953 - -<br />
Investments in subsidiaries 14 - - 158,803 151,403<br />
Investments in associate 15 8,016 7, 74 7 1,729 1,729<br />
Investments in jointly controlled entity 16 2,945 2,241 - -<br />
Other investments 17 10,716 17,417 2,796 3,625<br />
Goodwill on consolidation 18 15,406 15,912 - -<br />
Logs purchase rights 19 21,988 25,614 - -<br />
Deferred tax assets 31 12,921 11,362 - -<br />
CURRENT ASSETS<br />
400,406 412,486 164,862 158,345<br />
Development properties 20 - 2,635 - -<br />
Inventories 21 109,976 127,492 - -<br />
Receivables 22 251,453 222,903 64,274 67,063<br />
Tax recoverable 8,183 7,227 1,023 1,016<br />
Short term deposits with licensed financial<br />
institutions 23 30,824 30,415 12,719 18,863<br />
Cash and bank balances 23 142,134 126,571 648 62<br />
CURRENT LIABILITIES<br />
542,570 517,243 78,664 87,004<br />
Payables 24 48,439 53,901 65,357 65,549<br />
Short term borrowings 25 137,100 147,966 - -<br />
Tax payable 3,091 4,437 - -<br />
188,630 206,304 65,357 65,549<br />
NET CURRENT ASSETS 353,940 310,939 13,307 21,455<br />
754,346 723,425 178,169 179,800<br />
A N N U A L R E P O R T 2 0 0 3 39
40<br />
Balance Sheets (Cont’d) as at 31 December 2003<br />
FINANCED BY:<br />
Group Company<br />
2003 2002 2003 2002<br />
Note RM'000 RM'000 RM'000 RM'000<br />
Share capital 27 163,867 163,867 163,867 163,867<br />
Share premium 20 20 20 20<br />
Treasury shares 27 (13,079) (8,504) (13,079) (8,504)<br />
Other reserves 28 (492) (701) 400 400<br />
Retained profits 29 554,854 519,128 26,961 24,017<br />
Shareholders' equity 705,170 673,810 178,169 179,800<br />
Minority interests 19,864 19,585 - -<br />
W T K HOLDINGS BERHAD (10141-M)<br />
725,034 693,395 178,169 179,800<br />
Long term liabilities 30 1,844 3,870 - -<br />
Deferred tax liabilities 31 25,067 23,920 - -<br />
Retirement benefit obligations 32 2,401 2,240 - -<br />
Non-current liabilities 29,312 30,030 - -<br />
754,346 723,425 178,169 179,800<br />
The accompanying notes form an integral part of the financial statements.
Consolidated Statement of Changes in Equity<br />
for the year ended 31 December 2003<br />
Non-Distributable Distributable<br />
Share Share Treasury Other Retained<br />
Note Capital Premium Shares Reserves Profits Total<br />
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2002<br />
As previously stated 163,867 20 (5,330) (3,008) 482,707 638,256<br />
Prior year adjustments 33 - - - - 231 231<br />
At 1 January 2002<br />
(restated) 163,867 20 (5,330) (3,008) 482,938 638,487<br />
Net profit for the year - - - - 42,026 42,026<br />
Foreign exchange<br />
differences, representing<br />
net gains not recognised<br />
in the income statement - - - 2,307 - 2,307<br />
Acquisition of treasury<br />
shares - - (3,174) - - (3,174)<br />
Dividends 11 - - - - (5,836) (5,836)<br />
At 31 December 2002 163,867 20 (8,504) (701) 519,128 673,810<br />
At 1 January 2003<br />
As previously stated 163,867 20 (8,504) (701) 518,106 672,788<br />
Prior year adjustments 33 - - - - 1,022 1,022<br />
At 1 January 2003<br />
(restated) 163,867 20 (8,504) (701) 519,128 673,810<br />
Net profit for the year - - - - 43,861 43,861<br />
Foreign exchange<br />
differences, representing<br />
net gains not recognised<br />
in the income statement - - - 209 - 209<br />
Acquisition of treasury<br />
shares - - (4,575) - - (4,575)<br />
Dividends 11 - - - - (8,135) (8,135)<br />
At 31 December 2003 163,867 20 (13,079) (492) 554,854 705,170<br />
A N N U A L R E P O R T 2 0 0 3 41
42<br />
Company Statement of Changes in Equity (Cont’d)<br />
for the year ended 31 December 2003<br />
Non-Distributable Distributable<br />
Share Share Treasury Other Retained<br />
Note Capital Premium Shares Reserves Profits Total<br />
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2002 163,867 20 (5,330) 400 19,587 178,544<br />
Net profit for the year - - - - 10,266 10,266<br />
Acquisition of treasury<br />
shares - - (3,174) - - (3,174)<br />
Dividends 11 - - - - (5,836) (5,836)<br />
At 31 December 2002 163,867 20 (8,504) 400 24,017 179,800<br />
Net profit for the year - - - - 11,079 11,079<br />
Acquisition of treasury<br />
shares - - (4,575) - - (4,575)<br />
Dividends 11 - - - - (8,135) (8,135)<br />
At 31 December 2003 163,867 20 (13,079) 400 26,961 178,169<br />
The accompanying notes form an integral part of the financial statements.<br />
W T K HOLDINGS BERHAD (10141-M)
Cash Flow Statements for the year ended 31 December 2003<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Profit before taxation 53,493 53,632 11,374 11,200<br />
Adjustments for:<br />
Share of results in associate (828) (1,240) - -<br />
Share of results in jointly controlled entity (356) (167) - -<br />
Impairment losses on other investments 5,900 3,360 - -<br />
Pension costs-defined benefit plan 200 231 - -<br />
Interest expense 6,419 6,267 - -<br />
Interest income (1,128) (907) (428) (475)<br />
Gross dividends (184) (99) (10,782) (10,418)<br />
(Gain)/loss on disposal of other investments (274) 2,763 (274) (444)<br />
(Gain)/loss on disposal of property, plant and equipment (481) (46) - 1<br />
Provision for doubtful debts 97 190 - -<br />
Inventories written off 303 43 - -<br />
Provision for inventories obsolescences 27 - - -<br />
Depreciation 30,793 30,571 86 96<br />
Amortisation of goodwill 506 473 - -<br />
Amortisation of logs purchase rights 3,626 2,376 - -<br />
Property, plant and equipment written off 5 102 - -<br />
Operating profit/(loss) before working capital changes 98,118 97,549 (24) (40)<br />
Changes in working capital:<br />
Development properties 2,635 8,728 - -<br />
Inventories 17,186 (3,367) - -<br />
Receivables (28,647) (22,495) 2,789 (18,126)<br />
Payables (5,462) 3,467 (192) 9,480<br />
Cash generated from/(used in) operations 83,830 83,882 2,573 (8,686)<br />
Taxes paid (11,773) (11,641) (156) (273)<br />
Interest paid (6,419) (6,267) - -<br />
Payment of pension costs-defined benefit plan (87) (193) - -<br />
Net cash generated from/(used in) operating activities 65,551 65,781 2,417 (8,959)<br />
A N N U A L R E P O R T 2 0 0 3 43
44<br />
Cash Flow Statements (Cont’d) for the year ended 31 December 2003<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
Note RM'000 RM'000 RM'000 RM'000<br />
Purchase of additional shares in subsidiary - - (7,400) (90)<br />
Proceeds from disposal of property, plant and equipment 574 2,489 - -<br />
Purchase of property, plant and equipment (26,023) (30,185) (32) (10)<br />
Purchase of other investments (156) (2,758) (156) (2,758)<br />
Acquisition of subsidiaries net of cash acquired A - (2) - (2)<br />
Investment in jointly controlled entity (152) (2,074) - -<br />
Interest received 1,128 907 428 475<br />
Proceeds from disposal of other investments 1,259 2,781 1,259 10,782<br />
Net dividend received from an associate 561 476 - -<br />
Net dividend received from subsidiaries - - 10,636 9,718<br />
Net cash (used in)/generated from investing activities (22,809) (28,366) 4,735 18,115<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
(Repayment)/drawdown of trade financing facilities (1,512) 16,340 - -<br />
Repayment of term loans (3,874) (4,252) - -<br />
Dividends paid to the Company's shareholders (8,135) (5,836) (8,135) (5,836)<br />
Dividends paid to minority shareholders (322) (323) - -<br />
Repayment of hire purchase (584) (817) - -<br />
Acquisition of treasury shares (4,575) (3,174) (4,575) (3,174)<br />
Net cash (used in)/generated from financing activities (19,002) 1,938 (12,710) (9,010)<br />
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 23,740 39,353 (5,558) 146<br />
EFFECTS OF EXCHANGE RATE CHANGES 201 2,098 - -<br />
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 146,040 104,589 18,925 18,779<br />
CASH AND CASH EQUIVALENTS AT END OF YEAR 23 169,981 146,040 13,367 18,925<br />
Note A<br />
Analysis of effects of acquisition of a subsidiary company:<br />
Group<br />
2003 2002<br />
Note RM'000 RM'000<br />
Goodwill - 2<br />
Purchase consideration representing net cash outflow on acquisition of a subsidiary - 2<br />
The accompanying notes form an integral part of the financial statements.
Notes to the Financial Statements 31 December 2003<br />
1. CORPORATE INFORMATION<br />
The principal activities of the Company are investment holding and provision of management services. The<br />
principal activities of the subsidiary and associated companies are described in Note 14 and 15 respectively,<br />
to the financial statements. There have been no significant changes in the nature of the principal activities<br />
during the financial year.<br />
The Company is a public limited liability company, incorporated and domiciled in <strong>Malaysia</strong>, and is listed on<br />
the Main Board of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong>. The registered office of the Company is located at<br />
Box #377, 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur.<br />
The numbers of employees in the Group and in the Company at the end of the financial year were 3,851<br />
(2002: 3,653) and 17 (2002: 13) respectively.<br />
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution<br />
of the directors on 29 April 2004.<br />
2. SIGNIFICANT ACCOUNTING POLICIES<br />
(a) Basis of Preparation<br />
The financial statements of the Group and of the Company have been prepared under the historical cost<br />
convention except for the revaluation of certain land and buildings included under property, plant and<br />
equipment.<br />
The financial statements comply with the provisions of the Companies Act 1965 and applicable Approved<br />
Accounting Standards in <strong>Malaysia</strong>.<br />
During the financial year ended 31 December 2003, the Group and the Company adopted the following<br />
MASB Standards for the first time:<br />
MASB 25 Income Taxes<br />
MASB 27 Borrowing Costs<br />
MASB 29 Employee Benefits<br />
The effects of adopting MASB 25 is summarised in the Statements of Changes in Equity and further<br />
information is disclosed in Note 33 to the financial statements. The adoption of MASB 27 and MASB 29<br />
have not given rise to any adjustments to the opening balances of retained profits of the prior and<br />
current year or to changes in comparatives.<br />
A N N U A L R E P O R T 2 0 0 3 45
46<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(b) Basis of Consolidation<br />
(i) Subsidiaries<br />
The consolidated financial statements include the financial statements of the Company and all its<br />
subsidiaries. Subsidiaries are those companies in which the Group has a long term equity interest<br />
and where it has power to exercise control over the financial and operating policies so as to obtain<br />
benefits therefrom.<br />
Subsidiaries are consolidated using the acquisition method of accounting except for certain<br />
subsidiaries which are consolidated using the merger method of accounting. Under the acquisition<br />
method of accounting, the results of subsidiary companies acquired or disposed of during the year<br />
are included in the consolidated income statement from the effective date of acquisition or up to<br />
the effective date of disposal, as appropriate. The assets and liabilities of a subsidiary are measured<br />
at their fair values at the date of acquisition and these values are reflected in the consolidated<br />
balance sheet. The difference between the cost of an acquisition and the fair value of the Group’s<br />
share of the net assets of the acquired subsidiary at the date of acquisition is included in the<br />
consolidated balance sheet as goodwill or negative goodwill arising on consolidation.<br />
Acquisition of subsidiaries which meet the criteria for merger are accounted for using merger<br />
accounting pinciples. When the merger method is used, the cost of investment in the Company's<br />
book is recorded at the nominal value of shares issued and the difference between the carrying<br />
value of the investment and the nominal value of shares acquired is treated as merger reserve or<br />
merger deficit. The results of the companies being merged are included as if the merger had been<br />
effected throughout the current and previous financial years.<br />
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation<br />
and the consolidated financial statements reflect external transactions only. Unrealised losses are<br />
eliminated on consolidation unless costs cannot be recovered.<br />
The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds<br />
and the Group’s share of its net assets together with any unamortised balance of goodwill and<br />
exchange differences which were not previously recognised in the consolidated income statement.<br />
Minority interest is measured at the minorities’ share of the post acquisition fair values of the<br />
identifiable assets and liabilities of the acquiree.<br />
(ii) Associates<br />
Associates are those companies in which the Group has a long term equity interest and where it<br />
exercises significant influence over the financial and operating policies.<br />
Investment in associates are accounted for in the consolidated financial statements by the equity<br />
method of accounting based on the audited or management financial statements of the associates.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
ii) Associates (Cont’d)<br />
Under the equity method of accounting, the Group's share of profits less losses of associates<br />
during the year is included in the consolidated income statement. The Group’s interest in associates<br />
is carried in the consolidated balance sheet at cost plus the Group’s share of post-acquisition retained<br />
profits or accumulated losses and other reserves as well as goodwill on acquisition.<br />
Unrealised gains on transactions between the Group and the associates are eliminated to the extent<br />
of the Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be<br />
recovered.<br />
(iii) Jointly Controlled Entity<br />
A jointly controlled entity is a joint venture that involves the establishment of a corporation, partnership<br />
or other entity in which the Group has joint control over its economic activity established under a<br />
contractual arrangement.<br />
Investment in jointly controlled entity is accounted for in the consolidated financial statements by<br />
the equity method of accounting based on the audited or management financial statements of the<br />
jointly controlled entity. Under the equity method of accounting, the Group’s share of profits less<br />
losses of jointly controlled entity during the year is included in the consolidated income statement.<br />
The Group’s interest in jointly controlled entity is carried in the consolidated balance sheet at cost<br />
plus the Group’s share of post-acquisition retained profits or accumulated losses and other reserves<br />
as well as goodwill on acquisition.<br />
Unrealised gains on transactions between the Group and its jointly controlled entity are eliminated<br />
to the extent of the Group’s interest in the jointly controlled entity. Unrealised losses are eliminated<br />
unless the transaction provides evidence of impairment of the assets transferred.<br />
(c) Goodwill<br />
Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of<br />
the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of<br />
acquisition.<br />
Goodwill is stated at cost less accumulated amortisation and impairment losses. The policy for the<br />
recognition and measurement of impairment losses is in accordance with Note 2(o). Goodwill arising on<br />
the acquisition of subsidiaries are presented separately in the balance sheet while goodwill arising on<br />
the acquisition of associates and jointly controlled entity are included within the carrying amount of<br />
investment in associates and investment in jointly controlled entity respectively.<br />
Goodwill arising from consolidation is amortised over a period of 40 years commencing 1 October 1986<br />
or from the date of acquisition, if acquired thereafter.<br />
A N N U A L R E P O R T 2 0 0 3 47
48<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(d) Investments in Subsidiaries, Associates and Jointly Controlled Entity<br />
The Company’s investments in subsidiaries, associates and jointly controlled entity are stated at cost<br />
less impairment losses. The policy for the recognition and measurement of impairment losses is in<br />
accordance with Note 2(o).<br />
On disposal of such investments, the difference between net disposal proceeds and their carrying<br />
amounts is recognised in the income statement.<br />
(e) Property, Plant and Equipment and Depreciation<br />
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.<br />
The policy for the recognition and measurement of impairment losses is in accordance with Note 2(o).<br />
Certain land and buildings are stated at valuation less impairment losses. These assets have not been<br />
revalued since they were first revalued in 1980 and 1996. The directors have not adopted a policy of<br />
regular revaluations of such assets. As permitted under the transitional provisions of IAS 16 (Revised):<br />
Property, Plant and Equipment, these assets continue to be stated at their 1980 and 1996 valuation less<br />
accumulated depreciation. Upon disposal of revalued assets, the attributable revaluation surplus remaining<br />
in the revaluation reserve is transferred to retained profits.<br />
Freehold land and construction in progress are not depreciated. Leasehold land is depreciated over the<br />
period of the respective leases which range from 11 years to 99 years. Depreciation of other property,<br />
plant and equipment is provided for on a straight line basis to write off the cost of each asset to its<br />
residual value over the estimated useful life at the following annual rates:<br />
Office lots 2%<br />
Freehold land and buildings 2%<br />
Factory buildings and improvements 3% - 10%<br />
Furniture, fittings, equipment, renovations and installations 5% - 20%<br />
Plant, machinery, moulds and loose tools 5% - 66 2/3%<br />
Motor vehicles 20%<br />
Roads and bridges 5%<br />
Upon the disposal of an item of property, plant or equipment, the difference between the net disposal<br />
proceeds and the net carrying amount is recognised in the income statement and the unutilised portion<br />
of the revaluation surplus on that item is taken directly to retained profits.<br />
(f) Investment Properties<br />
Investment properties consist of investments in land and buildings that are not substantially occupied<br />
for use by, or in the operations of the Group.<br />
Investment properties are treated as long term investments and are stated at cost.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(f) Investment Properties (Cont’d)<br />
Upon the disposal of an investment property, the difference between the net disposal proceeds and the<br />
carrying amount is recognised in the income statement.<br />
(g) Development Properties<br />
Land and development expenditure are classified as development properties when significant<br />
development work has been undertaken and is expected to be completed within the normal operating<br />
cycle. Development properties are stated at cost plus attributable profits less foreseeable losses and<br />
progress billings. Cost includes cost of land, all direct building costs, and other related development<br />
expenditure, including interest expenses incurred during the period of active development.<br />
Land held for development consists of land held for future development where no significant development<br />
has been undertaken, and is stated at cost. Cost includes cost of land and attributable development<br />
expenditure. Such assets are classified as development properties when significant development work has<br />
been undertaken and the development is expected to be completed within the normal operating cycle.<br />
(h) Inventories<br />
Inventories are stated at the lower of cost (determined on the weighted average basis) and net realisable<br />
value. Cost of finished goods and work-in-progress includes direct materials, direct labour, other direct<br />
costs and appropriate production overheads. Net realisable value represents the estimated selling price<br />
less all estimated costs to completion and costs to be incurred in marketing, selling and distribution.<br />
Properties held for resale are stated at the lower of cost and net realisable value. Cost is determined on the<br />
specific identification basis and includes costs of land, construction and appropriate development overheads.<br />
(i) Cash and Cash Equivalents<br />
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at<br />
bank, deposits at call and short term highly liquid investments which have an insignificant risk of changes<br />
in value, net of outstanding bank overdrafts.<br />
(j) Leases<br />
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards<br />
incident to ownership. All other leases are classified as operating leases.<br />
(i) Finance lease<br />
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the<br />
lower of their fair values and the present value of the minimum lease payments at the inception of<br />
the leases, less accumulated depreciation and impairment losses. The corresponding liability is<br />
included in the balance sheet as borrowings. In calculating the present value of the minimum lease<br />
payments, the discount factor used is the interest rate implicit in the lease, when it is practicable to<br />
determine; otherwise, the Company’s incremental borrowing rate is used.<br />
A N N U A L R E P O R T 2 0 0 3 49
50<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(i) Finance lease (Cont’d)<br />
Lease payments are apportioned between the finance costs and the reduction of the outstanding<br />
liability. Finance costs, which represent the difference between the total leasing commitments and<br />
the fair value of the assets acquired, are recognised as an expense in the income statement over<br />
the term of the relevant lease so as to produce a constant periodic rate of charge on the remaining<br />
balance of the obligations for each accounting period.<br />
The depreciation policy for leased assets is consistent with that for depreciable property, plant and<br />
equipment as described in Note 2(e).<br />
(ii) Operating lease<br />
Operating lease payments are recognised as an expense in the income statement on a straight-line<br />
basis over the term of the relevant lease.<br />
(k) Income Tax<br />
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the<br />
expected amount of income taxes payable in respect of the taxable profit for the year and is measured<br />
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<br />
date between the tax bases of assets and liabilities and the carrying amounts in the financial statements.<br />
In principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax<br />
assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits<br />
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. Deferred tax is not recognised if<br />
the temporary difference arises from goodwill or negative goodwill or from the initial recognition of an<br />
asset or liability in a transaction which is not a business combination and at the time of the transaction,<br />
affects neither accounting profit nor taxable profit.<br />
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is<br />
realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at<br />
the balance sheet date. Deferred tax is recognised in the income statement, except when it is arises<br />
from a transaction which is recognised directly in equity, in which case the deferred tax is also charged<br />
or credited directly in equity, or when it arises from a business combination that is an acquisition, in<br />
which case the deferred tax is included in the resulting goodwill or negative goodwill.<br />
Prior to the adoption of MASB 25 Income Taxes on 1 January 2003, deferred tax was provided for using<br />
the liability method in respect of significant timing differences and deferred tax assets were not<br />
recognised unless there was reasonable expectation of their realisation. This change in accounting policy<br />
has been accounted for retrospectively and the effects of this change is disclosed in Note 33.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(l) Employee Benefits<br />
(i) Short term benefits<br />
Wages, salaries, bonuses and social security contributions are recognised as an expense in the<br />
year in which the associated services are rendered by employees of the Company. Short term<br />
accumulating compensated absences such as paid annual leave are recognised when services<br />
are rendered by employees that increase their entitlement to future compensated absences, and<br />
short term non-accumulating compensated absences such as sick leave are recognised when the<br />
absences occur.<br />
(ii) Defined contribution plans<br />
As required by law, companies in <strong>Malaysia</strong> make contributions to the state pension scheme, the<br />
Employees Provident Fund ("EPF"). The Group also contributes to EPF at 3% above the statutory<br />
rate for eligible employees after three or more years of service. Some of the Group foreign subsidiaries<br />
make contributions to their respective countries' statutory pension schemes. Such contributions<br />
are recognised as an expense in the income statement as incurred.<br />
(iii) Defined benefit plan<br />
A subsidiary company operates an unfunded, defined benefit Retirement Benefit Scheme for its nonexecutive<br />
employees, under the unionised collective agreement. Benefits are payable based on the<br />
last drawn salary of the executive and the number of years of service with the subsidiary company.<br />
Provision is made in the balance sheet of the subsidiary company for the cost of retirement benefits<br />
under this Scheme which is determined based on 3/4 months of the last drawn salaries in respect<br />
of employees who have served more than 10 years based on their length of service.<br />
(m) Foreign Currencies<br />
(i) Foreign currency transactions<br />
Transactions in foreign currencies are initially converted into Ringgit <strong>Malaysia</strong> at rates of exchange<br />
ruling at the date of the transaction. At each balance sheet date, foreign currency monetary items<br />
are translated into Ringgit <strong>Malaysia</strong> at exchange rates ruling at that date. Non-monetary items initially<br />
denominated in foreign currencies, which are carried at historical cost are translated using the<br />
historical rate as of the date of acquisition and non-monetary items which are carried at fair value<br />
are translated using the exchange rate that existed when the values were determined.<br />
All exchange rate differences are taken to the income statement.<br />
A N N U A L R E P O R T 2 0 0 3 51
52<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(m) Foreign Currencies (Cont’d)<br />
(ii) Foreign entities<br />
Financial statements of foreign consolidated subsidiaries are translated at year end exchange rates<br />
with respect to the assets and liabilities, and at exchange rates at the dates of the transactions with<br />
respect to the income statement. All resulting translation differences are included in the foreign<br />
exchange reserve in shareholders’ equity.<br />
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets<br />
and liabilities of the Company and translated at the exchange rate ruling at the date of the transaction.<br />
The principal exchange rates for every unit of foreign currency ruling at balance sheet date used are<br />
as follows:<br />
2003 2002<br />
RM RM<br />
Singapore Dollar 2.23 2.18<br />
United States Dollar 3.80 3.80<br />
Australian Dollar 2.85 2.11<br />
(n) Revenue Recognition<br />
Revenue is recognised when it is probable that the economic benefits associated with the transaction<br />
will flow to the enterprise and the amount of the revenue can be measured reliably.<br />
(i) Sale of goods<br />
Revenue relating to sale of goods is recognised net of sales taxes and discounts upon the transfer<br />
of risks and rewards.<br />
(ii) Development properties<br />
Revenue from sale of development properties is accounted for by the stage of completion method<br />
in respect of all building units that have been sold. The stage of completion is determined by reference<br />
to the costs incurred to date to the total estimated costs where the outcome of the projects can be<br />
reliably estimated.<br />
(iii) Revenue from services<br />
Revenue from services rendered is recognised net of service taxes and discounts as and when the<br />
services are performed.<br />
(iv) Interest income, rental income and management income<br />
Interest income, rental income and management income are recognised on a time proportion basis<br />
that reflects the effective yield on the asset.<br />
(v) Dividend income<br />
Dividend income is recognised when the right to receive payment is established.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(o) Impairment of Assets<br />
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether<br />
there is any indication of impairment. If any such indication exists, impairment is measured by comparing<br />
the carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of<br />
net selling price and value in use, which is measured by reference to discounted future cash flows.<br />
An impairment loss is charged to the income statement immediately, unless the asset is carried at a<br />
revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the<br />
extent of any unutilised previously recognised revaluation surplus for the same asset. Reversal of<br />
impairment losses recognised in prior years is recorded when the impairment losses recognised for the<br />
asset no longer exist or have decreased.<br />
(p) Provision for Liabilities<br />
Provisions for liabilities are recognised when the Group has a present obligation as a result of a past<br />
event and it is probable that an outflow of resources embodying economic benefits will be required to<br />
settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at<br />
each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time<br />
value of money is material, the amount of a provision is the present value of the expenditure expected<br />
to be required to settle the obligation.<br />
(q) Financial Instruments<br />
Financial instruments are recognised in the balance sheet when the Group has become a party to the<br />
contractual provisions of the instrument.<br />
Financial instruments are classified as liabilities or equity in accordance with the substance of the<br />
contractual arrangement. Interest, dividends, gains and losses relating to a financial instrument classified<br />
as a liability, are reported as expense or income. Distributions to holders of financial instruments classified<br />
as equity are charged directly to equity. Financial instruments are offset when the Group has a legally<br />
enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle<br />
the liability simultaneously.<br />
(i) Other Non-Current Investments (Quoted and Unquoted Investments)<br />
Non-current investments other than investments in subsidiaries, associates, jointly controlled entity<br />
and investment properties are stated at cost less impairment losses. The policy for the recognition<br />
and measurement of impairment losses is in accordance with Note 2(o).<br />
On disposal of an investment, the difference between net disposal proceeds and its carrying amount<br />
is recognised in the income statement.<br />
A N N U A L R E P O R T 2 0 0 3 53
54<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(q) Financial Instruments (Cont’d)<br />
(ii) Receivables<br />
Receivables are carried at anticipated realisable values. Bad debts are written off when identified.<br />
An estimate is made for doubtful debts based on a review of all outstanding amounts as at the<br />
balance sheet date.<br />
(iii) Payables<br />
Payables are stated at cost which is the fair value of the consideration to be paid in the future for<br />
goods and services received.<br />
(iv) Interest-Bearing Borrowings<br />
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of<br />
transaction costs.<br />
Borrowing costs directly attributable to acquisition, construction or production of qualifying assets,<br />
which are assets that necessarily take a substantial period of time to get ready for their intended<br />
use or sale, are capitalised as part of the cost of those assets, until such time as the assets are<br />
substantially ready for their intended use or sale. The amount of borrowing costs eligible for<br />
capitalisation is determined by applying a capitalisation rate which is the weighted average of the<br />
borrowing cost applicable to the Group's borrowings that are outstanding during the year, other<br />
than borrowings made specifically for the purpose of obtaining another qualifying asset. For<br />
borrowings made specifically for the purpose of obtaining qualifying asset, the amount of borrowing<br />
costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing during the<br />
period less any investment income on the temporary investment of that borrowing.<br />
All other borrowing costs are recognised as an expense in the income statement as an expense in<br />
the period in which they are incurred.<br />
(v) Equity Instruments<br />
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in<br />
the period in which they are declared.<br />
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of<br />
tax. Equity transaction costs comprise only those incremental external costs directly attributable to<br />
the equity transaction which would otherwise have been avoided.<br />
When issued shares of the Company are repurchased, the consideration paid, including any<br />
attributable transaction costs is presented as a change in equity. Repurchased shares that have not<br />
been cancelled are classified as treasury shares and presented as a deduction from equity. No gain<br />
or loss is recognised in the income statement on the sale, re-issuance or cancellation of treasury<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D)<br />
(q) Financial Instruments (Cont’d)<br />
3. REVENUE<br />
(v) Equity Instrument (Cont’d)<br />
shares. When treasury shares are reissued by resale, the difference between the sales consideration<br />
and the carrying amount of the treasury shares is shown as a movement in equity.<br />
(vi) Logs Purchase Rights<br />
This represents initial cost incurred in obtaining the exclusive rights to purchase the merchantable<br />
timber logs from a company, having the right to fell extract and harvest merchantable timber logs<br />
from the concession area granted under forest timber license No.T/3024.<br />
Logs purchase rights are stated at cost less accumulated amortisation and impairment losses.<br />
Amortisation is charged to the income statement in proportion to timber resources in the concession<br />
area estimated by the directors to be 727,776 cubic meters based on an independent professional<br />
survey report. The policy for the recognition and measurement of impairment losses is in accordance<br />
with Note 2(o).<br />
Revenue of the Group and of the Company consists of the following:<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Sales of goods 555,446 485,833 - -<br />
Rendering of services 393 380 - -<br />
Sales of properties 120 8,605 - -<br />
Rental income 570 500 - -<br />
Dividend income 184 99 10,782 10,418<br />
Interest income 428 475 428 475<br />
Management fee income - - 1,500 1,319<br />
4. COST OF SALES<br />
557,141 495,892 12,710 12,212<br />
Cost of sales represents cost of inventories sold, costs of services provided and cost of development<br />
properties sold.<br />
A N N U A L R E P O R T 2 0 0 3 55
56<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
5. PROFIT FROM OPERATIONS<br />
Profit from operations is stated after charging:<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Amortisation of goodwill 506 473 - -<br />
Amortisation of logs purchase rights 3,626 2,376 - -<br />
Auditors' remuneration:<br />
- current 421 427 50 50<br />
- under/(over) provision in prior year 3 (3) - -<br />
Depreciation (Note 12) 30,793 30,571 86 96<br />
Directors' remuneration (Note 6) 1,967 2,450 437 338<br />
Provision for doubtful debts 97 190 - -<br />
Bad debts written off 457 795 - -<br />
Rental of premises 422 393 - -<br />
Rental of equipment 470 348 - -<br />
Property, plant and equipment written off 5 102 - -<br />
Loss on disposal of property, plant and equipment - - - 1<br />
Provision for pension costs-defined benefit plan 200 231 - -<br />
Inventories written off 316 43 - -<br />
Provision for inventories obsolescence 27 - - -<br />
Loss on foreign exchange-realised 3 3 - -<br />
Staff costs (excluding Directors' Remuneration):<br />
- wages, salaries and bonus 40,554 37,365 614 613<br />
- social security costs 390 358 4 4<br />
- pension costs-defined contribution plan 3,514 3,279 84 71<br />
- pension costs-defined benefit plan 200 231 - -<br />
- other staff related expenses 976 781 - -
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
5. PROFIT FROM OPERATIONS (CONT’D)<br />
Profit from operations is stated after crediting:<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Gross dividends from:<br />
- subsidiaries - - 10,221 9,943<br />
- associate - - 377 377<br />
- third parties 184 227 184 98<br />
Management fees from:<br />
- subsidiaries - - 1,500 1,319<br />
- jointly controlled entity 213 120 - -<br />
Interest income 1,128 907 428 475<br />
Rental income from:<br />
- subsidiaries - - 29 29<br />
- third parties 806 696 - -<br />
Gain on disposal of property, plant and equipment 481 46 - -<br />
Gain on foreign exchange<br />
- realised 601 521 - -<br />
- unrealised 27 - - -<br />
Car park income 773 834 - -<br />
Provision for doubtful debts written back 252 - - -<br />
Provision for stock obsolescence no longer required 13 - - -<br />
6. DIRECTORS' REMUNERATION<br />
Directors of the Company<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Executive:<br />
- salaries and allowances 409 394 216 202<br />
- bonus 72 66 72 66<br />
- benefits-in-kind 5 - 5 -<br />
486 460 293 268<br />
Non-Executive:<br />
- salaries and allowances 120 140 - 20<br />
- fees 203 102 120 50<br />
- benefits-in-kind 24 - 24 -<br />
347 242 144 70<br />
A N N U A L R E P O R T 2 0 0 3 57
58<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
6. DIRECTORS' REMUNERATION (CONT’D)<br />
Other Directors<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Non-Executive:<br />
- salaries and allowances 1,120 1,748 - -<br />
- benefits-in-kind 14 - - -<br />
1,134 1,748 - -<br />
1,967 2,450 437 338<br />
Analysis excluding benefits-in-kind:<br />
Total executive directors' emuneration excluding<br />
benefits-in-kind 481 460 288 268<br />
Total non-executive directors' remuneration 1,443 1,990 120 70<br />
Total directors' remuneration excluding benefit-in-kind 1,924 2,450 408 338<br />
The number of directors of the Company whose total remuneration during the year fell within the following<br />
bands is analysed below:<br />
Number of Directors<br />
2003 2002<br />
Non- Non-<br />
Executive Executive Executive Executive<br />
Directors Directors Directors Directors<br />
Below RM50,000 - 4 - 4<br />
RM50,001 - RM100,000 - - - -<br />
RM100,001 - RM150,000 - - - -<br />
RM150,001 - RM200,000 - 1 - 1<br />
RM200,001 - RM250,000 - - - -<br />
RM250,001 - RM300,000 - - - -<br />
RM300,001 - RM350,000 - - - -<br />
RM350,001 - RM400,000 - - - -<br />
RM400,001 - RM450,000 - - - -<br />
RM450,001 - RM500,000 1 - 1 -
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
7. OTHER NON-OPERATING (EXPENSES)/INCOME<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Impairment losses on other investments (5,900) (3,360) - -<br />
Gain/(loss) on disposal of other investments 274 (2,763) 274 444<br />
Compensation to supplier for settlement of legal suit (200) - - -<br />
8. FINANCE COSTS<br />
(5,826) (6,123) 274 444<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Interest expense on:<br />
- term loans 222 481<br />
- bank overdrafts 3,046 2,735<br />
- hire purchase 94 147<br />
- trade financing facilities 3,057 2,904<br />
9. TAXATION<br />
6,419 6,267<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Tax expense for the year:<br />
- <strong>Malaysia</strong>n income tax 10,751 10,431 276 934<br />
- Foreign tax 683 790 - -<br />
11,434 11,221 276 934<br />
Deferred tax (Note 31):<br />
- Relating to the origination and reversal of temporary<br />
differences (831) (888) - -<br />
- Under/(over)provision in prior year 419 (130) - -<br />
(412) (1,018) - -<br />
A N N U A L R E P O R T 2 0 0 3 59
60<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
9. TAXATION (CONT’D)<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Under/(over)provided in prior years:<br />
- <strong>Malaysia</strong>n income tax (1,977) 605 19 -<br />
- Foreign tax - (167) - -<br />
(1,977) 438 19 -<br />
Share of taxation in associate 182 340 - -<br />
Share of taxation in jointly controlled entity (196) 20 - -<br />
9,031 11,001 295 934<br />
Domestic income is calculated at the <strong>Malaysia</strong>n statutory tax rate of 28% (2002: 28%) of the estimated<br />
assessable profit for the year.<br />
With effect from 1 January 2003, the corporate tax rates for companies with paid up capital of RM2.5<br />
million and below at the beginning of the basis period for the year of assessment are as follows:<br />
Chargeable income Rate<br />
First RM100,000 20%<br />
Amount exceeded RM100,000 28%<br />
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdiction.<br />
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate<br />
to income tax expense at the effective income tax rate of the Group and the Company is as follows:<br />
Group 2003 2002<br />
RM RM<br />
Profit before taxation 53,493 53,632<br />
Taxation at <strong>Malaysia</strong>n statutory rate of 28% (2002:28%) 14,978 15,017<br />
Effect of different tax rates in other countries (179) (217)<br />
Tax incentive obtained from differential tax rate of 20% (63) -<br />
Income not subject to tax (164) (668)<br />
Expenses not deductible for tax purposes 5,675 5,981<br />
Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (1,305) (350)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
9. TAXATION (CONT’D)<br />
Group 2003 2002<br />
RM RM<br />
Utilisation of previously unrecognised unutilised reinvestment allowances - (1,019)<br />
Utilisation of current year's reinvestment allowances (440) (205)<br />
Double deduction of expenses (1,459) (1,654)<br />
Capitalisation of assets not allowable for tax purposes (177) (50)<br />
Deferred tax assets recognised in current year:<br />
- subsidiary (329) (764)<br />
- jointly controlled entity (117) -<br />
Deferred tax assets not recognised 584 374<br />
Income from pioneer status not subject to tax (6,308) (5,863)<br />
Under/(over) provision of deferred tax in prior years<br />
- subsidiaries 419 (130)<br />
- jointly controlled entity (180) -<br />
(Over)/underprovision of income tax in prior years (1,977) 438<br />
Others 73 111<br />
Tax expense for the year 9,031 11,001<br />
Company<br />
Profit before taxation 11,374 11,200<br />
Taxation at <strong>Malaysia</strong>n statutory rate of 28% (2002:28%) 3,185 3,136<br />
Income not subject to tax (2,949) (2,202)<br />
Expenses not deductible for tax purposes 47 -<br />
Utilisation of previously unrecognised unabsorbed capital allowances (14) -<br />
Deferred tax assets not recognised 7 -<br />
Underprovision of income tax in prior years 19 -<br />
Tax expense for the year 295 934<br />
Tax losses are analysed as follows:<br />
Tax savings recognised during the year arising from:<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Utilisation of tax losses brought forward from previous years 198 -<br />
Unutilised tax losses carried forward 10,820 3,619<br />
A N N U A L R E P O R T 2 0 0 3 61
62<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
10. EARNINGS PER SHARE<br />
(a) Basic<br />
Basic earnings per share is calculated by dividing the net profit for the year by the weighted average<br />
number of ordinary shares in issue during the financial year, excluding treasury shares held by the<br />
Company.<br />
Group<br />
2003 2002<br />
Net profit for the year (RM'000) 43,861 42,026<br />
Weighted average number of ordinary shares in issue ('000) 160,924 162,661<br />
Basic earnings per share (sen) 27.3 25.8<br />
(b) Diluted<br />
For the purpose of calculating diluted earnings per share, the net profit for the year and the weighted<br />
average number of ordinary shares in issue during the financial year have been adjusted for the effects of<br />
dilutive potential ordinary shares from conversion of the share options. The adjusted weighted average<br />
number of ordinary shares is the weighted average number of ordinary shares in issue during the financial<br />
year plus the weighted average number of ordinary shares which would be issued on the conversion of<br />
the outstanding share options into ordinary shares. The share options are deemed to have been converted<br />
into ordinary shares on the first day of the financial year, or on the date granted if later, and the number of<br />
shares repurchased and held as treasury shares have been excluded from the number of shares in issue.<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
Net profit for the year (RM'000) 43,861 42,026<br />
Weighted average number of ordinary shares in issue ('000) 160,924 162,661<br />
Adjustment for share options ('000) - * - *<br />
Adjusted weighted average number of ordinary shares in issue and<br />
issuable ('000) 160,924 162,661<br />
Diluted earnings per share (sen) 27.3 25.8<br />
* The number of share options is not taken into account in the computation of diluted earnings per<br />
share because its effects on the basic earnings per share is anti-dilutive.
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
11. DIVIDENDS<br />
Amount Net Dividends per Share<br />
2003 2002 2003 2002<br />
RM'000 RM'000 sen sen<br />
Final dividend of 5% less 28% taxation, paid on<br />
14 August 2002 - 5,836 - 3.6<br />
Final dividend of 7% less 28% taxation, paid on<br />
18 August 2003 8,135 - 5.0 -<br />
8,135 5,836 5.0 3.6<br />
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31<br />
December 2003 of 8% less 28% taxation on 163,866,527 ordinary shares less shares bought back and held<br />
as treasury shares, amounting to a total dividend payable of RM9,329,272 (5.76 sen net per share) will be<br />
proposed for shareholders' approval. The financial statements for the current financial year do not reflect<br />
this proposed dividend. Such dividend, if approved by the shareholders, will be accounted for in shareholders'<br />
equity as an appropriation of retained profits in the financial year ending 31 December 2004.<br />
12. PROPERTY, PLANT AND EQUIPMENT<br />
GROUP<br />
Written off/ Exchange Reclassi-<br />
1.1.2003 Additions Disposals reserve fication 31.12.2003<br />
Cost / Valuation RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Freehold land<br />
- at cost 2,395 - - - - 2,395<br />
- at valuation, 1980 685 - - - - 685<br />
- at valuation, 1996 8,401 - - - - 8,401<br />
Long term leasehold land<br />
and buildings<br />
- at cost 510 - - - - 510<br />
- at valuation, 1996 332 - - - - 332<br />
Short term leasehold land<br />
and buildings<br />
- at cost 8,404 317 (10) - - 8,711<br />
- at valuation, 1996 14,868 - - - - 14,868<br />
Office lots (long term) 4,132 - - - - 4,132<br />
A N N U A L R E P O R T 2 0 0 3 63
64<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
12. PROPERTY, PLANT AND EQUIPMENT (CONT’D)<br />
GROUP<br />
Written off/ Exchange Reclassi-<br />
1.1.2003 Additions Disposals reserve fication 31.12.2003<br />
Cost / Valuation RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Freehold land and buildings 6,974 314 - 94 - 7,382<br />
Factory buildings<br />
and improvements<br />
- at cost 88,854 3,517 - - (124) 92,247<br />
- at valuation, 1980 35,465 - - - - 35,465<br />
Furniture, fittings, equipment,<br />
renovations and installations 12,425 1,010 (377) 9 (19) 13,048<br />
Plant, machinery, moulds and<br />
loose tools 262,563 7,580 (3,474) 8 2,057 268,734<br />
Motor vehicles 11,310 631 (50) 27 - 11,918<br />
Road and bridges 113,932 9,470 - - - 123,402<br />
Construction in progress 6,615 4,231 - - (1,914) 8,932<br />
577,865 27,070 (3,911) 138 - 601,162<br />
GROUP<br />
Depreciation<br />
Charge for Written off/ Exchange Reclassi-<br />
Accumulated Depreciation 1.1.2003 the year Disposals reserve fication 31.12.2003<br />
and Impairment Losses RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Long term leasehold land<br />
and buildings<br />
- at cost 83 7 - - - 90<br />
Short term leasehold land<br />
and buildings<br />
- at cost 4,070 445 (8) - - 4,507<br />
- at valuation, 1996 2,628 383 - - - 3,011<br />
Office lots (long term) 1,116 84 - - - 1,200<br />
Freehold land and buildings 3,196 364 - 64 - 3,624<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
12. PROPERTY, PLANT AND EQUIPMENT (CONT’D)<br />
GROUP<br />
Depreciation<br />
Charge for Written off/ Exchange Reclassi-<br />
Accumulated Depreciation 1.1.2003 the year Disposals reserve fication 31.12.2003<br />
and Impairment Losses RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Factory buildings<br />
and improvements<br />
- at cost 19,057 2,874 - - (160) 21,771<br />
- at valuation, 1980 8,418 1,113 - - 160 9,691<br />
Furniture, fittings, equipment,<br />
renovations and installations 8,403 1,195 (373) 8 - 9,233<br />
Plant, machinery, moulds and<br />
loose tools 158,751 16,489 (3,389) 7 - 171,858<br />
Motor vehicles 8,450 954 (43) 17 - 9,378<br />
Road and bridges 51,453 6,885 - - - 58,338<br />
265,625 30,793 (3,813) 96 - 292,701<br />
GROUP<br />
At 31 At 31 Depreciation<br />
December December charge<br />
2003 2002 for 2002<br />
Net Book Value RM'000 RM'000 RM'000<br />
Freehold land<br />
- at cost 2,395 2,395 -<br />
- at valuation, 1980 685 685 -<br />
- at valuation, 1996 8,401 8,401 -<br />
Long term leasehold land and buildings<br />
- at cost 420 427 4<br />
- at valuation, 1996 332 332 -<br />
Short term leasehold land and buildings<br />
- at cost 4,204 4,334 421<br />
- at valuation, 1996 11,857 12,240 383<br />
A N N U A L R E P O R T 2 0 0 3 65
66<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
12. PROPERTY, PLANT AND EQUIPMENT (CONT’D)<br />
GROUP<br />
At 31 At 31 Depreciation<br />
December December charge<br />
2003 2002 for 2002<br />
Net Book Value RM'000 RM'000 RM'000<br />
Office lots (long term) 2,932 3,016 82<br />
Freehold land and buildings 3,758 3,778 295<br />
Factory buildings and improvements<br />
- at cost 70,476 69,797 2,823<br />
- at valuation, 1980 25,774 27,047 935<br />
Furniture, fittings, equipment, renovations and installations 3,815 4,022 1,453<br />
Plant, machinery, moulds and loose tools 96,876 103,812 16,788<br />
Motor vehicles 2,540 2,860 958<br />
Road and bridges 65,064 62,479 6,429<br />
Construction in progress 8,932 6,615 -<br />
COMPANY<br />
Cost<br />
W T K HOLDINGS BERHAD (10141-M)<br />
308,461 312,240 30,571<br />
Furniture,<br />
Fittings,<br />
Equipment<br />
Office and Office Motor<br />
Lots Installations Renovation Vehicles Total<br />
RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2003 2,058 348 232 721 3,359<br />
Additions - 29 3 - 32<br />
At 31 December 2003 2,058 377 235 721 3,391
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
12. PROPERTY, PLANT AND EQUIPMENT (CONT’D)<br />
Company<br />
Accumulated Depreciation and<br />
Impairment Losses<br />
Furniture,<br />
Fittings,<br />
Equipment<br />
Office and Office Motor<br />
Lots Installations Renovation Vehicles Total<br />
RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2003 651 249 150 721 1,771<br />
Depreciation charge for the year (Note 5) 41 21 24 - 86<br />
At 31 December 2003 692 270 174 721 1,857<br />
Net Book Value<br />
At 31 December 2003 1,366 107 61 - 1,534<br />
At 31 December 2002 1,407 99 82 - 1,588<br />
Depreciation charge for 2002 (Note 5) 41 19 24 12 96<br />
Certain freehold land, factory buildings, improvements and renovation of certain subsidiary companies were<br />
revalued in 1980 and 1996 based on independent professional valuation using the 'Market Data Approach',<br />
'Cost Approach' and 'Open Market Value' basis. These assets have continued to be stated on the basis of<br />
their 1980 and 1996 valuations.<br />
The net book value of assets stated at valuation had they been stated at cost would have been RM23,503,000<br />
(2002: RM25,297,000) in respect of the Group.<br />
Property, plant and equipment with carrying value of RM215,276,000 (2002: RM217,042,000) have been<br />
pledged to licensed banks for credit facilities as stated in Note 25 and Note 35 to the financial statements.<br />
Included in the net book value of property, plant & equipment are assets purchased under hire purchase<br />
arrangements amounting to RM2,170,000 (2002: RM1,296,000) for the Group.<br />
A N N U A L R E P O R T 2 0 0 3 67
68<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
13. INVESTMENT PROPERTIES<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At cost:<br />
At 1 January/31 December 19,953 19,953<br />
Investment properties of the Group pledged to financial institutions for bank borrowings as referred to in<br />
Note 25 amounted to RM2,194,926 (2002: RM2,194,926).<br />
14. INVESTMENTS IN SUBSIDIARIES<br />
Company<br />
2003 2002<br />
RM'000 RM'000<br />
Unquoted shares, at cost 164,485 157,085<br />
Less : Accumulated impairment losses (5,682) (5,682)<br />
Details of the subsidiaries are as follows:<br />
Equity Interest<br />
Held (%)<br />
Name of Subsidiaries 2003 2002 Principal Activities<br />
Incorporated in <strong>Malaysia</strong><br />
(except as identified):<br />
158,803 151,403<br />
Cairnfield Sdn. Bhd. 100.00 100.00 Manufacture and sale of veneer, plywood,<br />
sawn timber and timber logs<br />
Central Mercantile Corporation (S) Ltd.* 100.00 100.00 Trading in tapes, foil and papers<br />
(Incorporated in Singapore)<br />
Dusun Nyiur Sdn. Bhd. 100.00 100.00 Property investment<br />
First Count Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs<br />
Gopoint Sdn. Bhd. 100.00 100.00 Manufacture and sale of sawn timber<br />
Kuching Plywood Bhd. 100.00 100.00 Manufacture and sale of plywood and<br />
sawn timber
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
14. INVESTMENTS IN SUBSIDIARIES (CONT’D)<br />
Equity Interest<br />
Held (%)<br />
Name of Subsidiaries 2003 2002 Principal Activities<br />
Incorporated in <strong>Malaysia</strong><br />
(except as identified):<br />
Limpah Mewah Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs<br />
Loytape Industries Sdn. Bhd. 100.00 100.00 Manufacture and sale of adhesive and<br />
gummed tapes and investment holding<br />
Ninjas Development Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs<br />
Piramid Intan Sdn. Bhd. 100.00 100.00 Purchase and sale of timber logs<br />
Samanda Equities Sdn. Bhd. 100.00 100.00 Investment holding and property rental<br />
Samanda Trading Sdn. Bhd. 100.00 100.00 Trading of adhesive and gummed tapes<br />
and packaging related products<br />
Sanitama Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs<br />
Sarawak Moulding Industries <strong>Berhad</strong> 100.00 100.00 Manufacture, purchase and sale of sawn<br />
timber<br />
Song Logging Company Sendirian <strong>Berhad</strong> 100.00 100.00 Sawmilling, extraction and sale of timber<br />
logs<br />
Sut Sawmill (3064) Sdn. Bhd. 100.00 100.00 Extraction and sale of timber logs<br />
Woodbanks Industries (M) Sdn. Bhd. 100.00 100.00 Manufacture and sale of sawn timber<br />
Winning Properties Sdn. Bhd. 100.00 100.00 Investment holding<br />
W T K Heli-Logging Sdn. Bhd. 100.00 100.00 Logging contractor and operation of<br />
barge<br />
Samanda Marketing & Sales Sdn. Bhd. 87.55 87.55 Renting of property, plant and equipment<br />
A N N U A L R E P O R T 2 0 0 3 69
70<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
14. INVESTMENTS IN SUBSIDIARIES (CONT’D)<br />
Equity Interest<br />
Held (%)<br />
Name of Subsidiaries 2003 2002 Principal Activities<br />
Incorporated in <strong>Malaysia</strong><br />
(except as identified):<br />
General Aluminium Works (M) Sdn. Bhd. 87.15 87.15 Conversion of aluminium foils, flexible<br />
packaging, metallized and electrostatic<br />
discharge products<br />
Central Mercantile Corporation (M) Sdn. Bhd. 85.00 85.00 Investment holding<br />
Samanda Marketing Corporation Sdn. Bhd. 85.00 85.00 Property rental<br />
Zapstat Sdn. Bhd. 61.00 61.00 Trading in electrostatic discharge<br />
products<br />
Foil Converter & Printing Sdn. Bhd. 87.15 87.15 Ceased operations<br />
General Gomma (M) Sdn. Bhd. 69.64 69.64 Ceased operations<br />
QPA Sdn. Bhd. 55.56 55.56 Ceased operations<br />
Flexitronics Packaging Corporation <strong>Berhad</strong> 100.00 100.00 Dormant<br />
Immense Fleet Sdn. Bhd. 100.00 100.00 Dormant<br />
Loytape Manufacturing Sdn. Bhd. 100.00 100.00 Dormant<br />
Splendid Trend Sdn. Bhd. 100.00 100.00 Dormant<br />
<strong>WTK</strong>-YINK Heli Harvesting Sdn. Bhd. 100.00 100.00 Dormant<br />
* Not audited by Ernst & Young<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
15. INVESTMENTS IN ASSOCIATES<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Unquoted shares, at cost 1,729 1,729 1,729 1,729<br />
Share of post acquisition reserves 6,287 6,018 - -<br />
Represented by:<br />
Share of net assets 7,684 7,554<br />
Prior year adjustment - (139)<br />
Goodwill on acquisition 332 332<br />
8,016 7, 74 7 1,729 1,729<br />
8,016 7,747<br />
Shares of post acquisition profits and reserves retained are as follows:<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Share of operating profits 828 1,379<br />
Prior year adjustment - (139)<br />
Taxation (182) (340)<br />
646 900<br />
Dividends paid (377) (377)<br />
269 523<br />
Retained profits at beginning of the year 6,018 5,495<br />
Details of the associate is as follows:<br />
Equity Interest<br />
Held (%)<br />
Name of Associate 2003 2002 Principal Activities<br />
Incorporated in <strong>Malaysia</strong><br />
6,287 6,018<br />
Central Elastic Corporation Sdn. Bhd. 29.88 29.88 Manufacture and sale of rubber and<br />
elastic products<br />
A N N U A L R E P O R T 2 0 0 3 71
72<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
16. INVESTMENTS IN JOINTLY CONTROLLED ENTITY<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Unquoted shares, at cost 2,226 2,074<br />
Share of post acquisition reserves 719 167<br />
2,945 2,241<br />
Represented by:<br />
Share of net tangible assets 2,855 2,151<br />
Goodwill on acquisition 90 90<br />
Details of the jointly controlled entity is as follows:<br />
Equity Interest<br />
Held (%)<br />
Name of Jointly Controlled Entity 2003 2002 Principal Activities<br />
Incorporated in <strong>Malaysia</strong><br />
2,945 2,241<br />
Mundet Sales and Technology 50.00 50.00 Perforation of cigarette tipping papers<br />
(M) Sdn. Bhd.<br />
The Group's aggregate share of the assets, liabilities, income and expenses of the jointly controlled entity<br />
is as follows:<br />
2003 2002<br />
RM'000 RM'000<br />
Current assets 1,469 1,407<br />
Non-current assets 2,554 1,826<br />
Current liabilities (809) (1,062)<br />
Non-current liabilities (359) (20)<br />
Net assets 2,855 2,151<br />
Revenue 3,907 1,870<br />
Expenses (3,355) (1,701)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
17. OTHER INVESTMENTS<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Unquoted shares, at cost 20,164 18,063 - -<br />
Less : Accumulated impairment losses (12,416) (4,440) - -<br />
7,748 13,623 - -<br />
Quoted shares, at cost 3,702 4,515 2,796 3,625<br />
Less : Accumulated impairment losses (734) (721) - -<br />
2,968 3,794 2,796 3,625<br />
10,716 17,417 2,796 3,625<br />
Market value of quoted shares 2,993 3,066 2,654 2,928<br />
The directors regard the impairment losses of quoted investments of the Group amounting to approximately<br />
RM734,000 (RM721,000) in the current financial year is temporary in nature as the investee's net tangible<br />
assets exceeds the current carrying value of the investment.<br />
18. GOODWILL ON CONSOLIDATION<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At 1 January 15,912 16,383<br />
Arising from acquisition of subsidiary - 2<br />
Less : Amortisation charge for the financial year (506) (473)<br />
At 31 December 15,406 15,912<br />
19. LOGS PURCHASE RIGHTS<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At 1 January 25,614 27,990<br />
Less : Accumulated amortisation (3,626) (2,376)<br />
At 31 December 21,988 25,614<br />
A N N U A L R E P O R T 2 0 0 3 73
74<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
20. DEVELOPMENT PROPERTIES<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At cost:<br />
Leasehold land - 414<br />
Freehold land - 1,038<br />
- 1,452<br />
Development expenditure - 1,183<br />
21. INVENTORIES<br />
- 2,635<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At cost:<br />
Finished goods 63,177 66,417<br />
Work-in-progress 5,985 7,878<br />
Raw materials 22,407 29,442<br />
Consumable inventories 13,966 12,769<br />
Materials in transit 1,473 1,343<br />
Completed properties 2,635 70<br />
109,643 117,919<br />
At net realisable value:<br />
Finished goods 333 9,573<br />
22. RECEIVABLES<br />
109,976 127,492<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Trade receivables 192,423 166,329 - -<br />
Less: Provision for doubtful debts (4,197) (4,012) - -<br />
188,226 162,317 - -
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
22. RECEIVABLES (CONT’D)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Other receivables:<br />
Sundry receivables 65,113 42,469 7,254 6,439<br />
Deposits and prepayments 2,653 23,757 1,359 181<br />
Less: Provision for doubtful debts (4,754) (6,305) (454) (454)<br />
63,012 59,921 8,159 6,166<br />
Due from subsidiaries - - 56,134 60,916<br />
Less: Provision for doubtful debts - - (19) (19)<br />
- - 56,115 60,897<br />
Due from jointly controlled entity 215 665 - -<br />
251,453 222,903 64,274 67,063<br />
The Group's normal trade credit terms ranges from 30 to 90 days. Other credit terms are assessed and<br />
approved on a case-by-case basis.<br />
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or<br />
to groups of debtors.<br />
The amount due from subsidiaries and jointly controlled entity are unsecured, interest-free and have no<br />
fixed terms of repayment.<br />
23. CASH AND CASH EQUIVALENTS<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Cash on hand and at bank 142,134 126,571 648 62<br />
Short term deposits with licensed financial institutions 30,824 30,415 12,719 18,863<br />
Cash and bank balances 172,958 156,986 13,367 18,925<br />
Less: Bank overdrafts (Note 25) (2,977) (10,946) - -<br />
Cash and cash equivalents 169,981 146,040 13,367 18,925<br />
A N N U A L R E P O R T 2 0 0 3 75
76<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
23. CASH AND CASH EQUIVALENTS (CONT’D)<br />
The range of interest rates during the financial year for deposits were as follows:<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
% % % %<br />
Licensed financial institutions 2.65 - 3.20 2.70 - 3.20 2.65 - 3.20 2.70 - 3.20<br />
The range of maturity days of deposits as at the end of the financial year were as follows:<br />
Group Company<br />
2003 2002 2003 2002<br />
Days Days Days Days<br />
Licensed financial institutions 2 - 31 28 - 31 2 - 31 28 - 31<br />
24. PAYABLES<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Trade payables 32,228 35,434 - -<br />
Other payables:<br />
Accruals 5,127 12,884 140 121<br />
Sundry payables 10,790 5,332 2,102 2,079<br />
15,917 18,216 2,242 2,200<br />
Due to directors 294 251 - -<br />
Due to subsidiaries - - 63,115 63,349<br />
48,439 53,901 65,357 65,549<br />
The amount due to subsidiaries and directors are unsecured, interest-free and have no fixed terms of<br />
repayment.
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
25. BORROWINGS<br />
Short Term Borrowings<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Secured:<br />
Bank overdrafts 817 111<br />
Term loans 1,630 3,561<br />
Trade financing facilities 54,315 38,073<br />
Hire purchase (Note 26) 814 424<br />
57,576 42,169<br />
Unsecured:<br />
Bank overdrafts 2,160 10,835<br />
Term loans 640 484<br />
Trade financing facilities 76,724 94,478<br />
Long Term Borrowings<br />
79,524 105,797<br />
137,100 147,966<br />
Secured:<br />
Term loans (Note 30) 359 2,027<br />
Hire purchase (Note 26, 30) 479 406<br />
838 2,433<br />
Unsecured:<br />
Term loans (Note 30) 630 1,061<br />
Total Borrowings<br />
1,468 3,494<br />
138,568 151,460<br />
Bank overdrafts (Note 23) 2,977 10,946<br />
Term loans 3,259 7,133<br />
Trade financing facilities 131,039 132,551<br />
Hire purchase 1,293 830<br />
138,568 151,460<br />
A N N U A L R E P O R T 2 0 0 3 77
78<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
25. BORROWINGS (CONT’D)<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Total Borrowings (Cont’d)<br />
Maturity of borrowings (excluding hire purchase)<br />
Within one year 136,286 147,542<br />
More than 1 year and less than 5 years 989 3,088<br />
137,275 150,630<br />
The range of interest rates during the financial year for borrowings, excluding hire purchase payables, were<br />
as follows:<br />
Group<br />
2003 2002<br />
% %<br />
Bank overdrafts 6.9 - 7.9 4.9 - 7.4<br />
Term loans 4.2 - 5.8 7.2 - 7.7<br />
Trade financing facilities 2.9 - 4.4 3.1 - 4.6<br />
The secured bank overdrafts and trade financing facilities of the Group are secured by certain assets of the<br />
Group as disclosed in Note 12. The term loans are secured by the following:<br />
(a) Registered charge over the property, plant and equipment of certain subsidiaries as disclosed in Note 12;<br />
(b) Registered charge over the investment properties of a subsidiary as disclosed in Note 13;<br />
(c) Debenture by way of a fixed and floating charge on the assets of certain subsidiaries; and<br />
(d) Corporate guarantee by the Company.<br />
26. HIRE PURCHASE<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Minimum lease payments:<br />
Not later than 1 year 928 522<br />
Later than 1 year and not later than 5 years 536 499<br />
1,464 1,021<br />
Less: Future finance charges (171) (191)<br />
Present value of finance lease liabilities 1,293 830
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
26. HIRE PURCHASE (CONT’D)<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Present value of finance lease liabilities:<br />
Not later than 1 year 814 424<br />
Later than 1 year and not later than 5 years 479 406<br />
1,293 830<br />
Analysed as:<br />
Due within 12 months (Note 25) 812 424<br />
Due after 12 months (Note 25) 481 406<br />
1,293 830<br />
The hire purchase bore interest at the balance sheet date of between 3.8% to 6.9% (2002: 3.8% to 6.9%)<br />
per annum.<br />
27. SHARE CAPITAL<br />
Number of Ordinary<br />
Share of RM1.00 each Amount<br />
2003 2002 2003 2002<br />
'000 '000 RM'000 RM'000<br />
Authorised:<br />
At 1 January/31 December 1,000,000 1,000,000 1,000,000 1,000,000<br />
Issued and fully paid:<br />
At 1 January/31 December 163,867 163,867 163,867 163,867<br />
Employee Share Options Scheme ("ESOS")<br />
The Company's Employee Share Options Scheme ("ESOS") is governed by the by-laws approved by the<br />
shareholders at an Extraordinary General Meeting held on 28 April 2000.<br />
The main features of the ESOS are as follows:<br />
(a) The maximum amount of ordinary shares of RM1 each in the Company which may be subscribed on the<br />
exercise of the ESOS shall not exceed in aggregate 10% of the total issued and paid-up share capital of<br />
the Company at any point of time during the existence of the ESOS.<br />
A N N U A L R E P O R T 2 0 0 3 79
80<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
27. SHARE CAPITAL (CONT’D)<br />
Employee Share Options Scheme ("ESOS") (Cont’d)<br />
(b) Eligible employees and executive directors of the Group with at least one year of service shall be eligible<br />
to participate in the ESOS.<br />
(c) The maximum allowable allotment that may be offered to eligible employees and full time executive<br />
directors under the ESOS ranges from 4,000 to 500,000 ordinary shares.<br />
(d) The option price shall be average of the mean market quotation of the shares as quoted and shown in<br />
the Daily Official List issued by <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong> for the 5 market days immediately<br />
preceding the date of the offer or the par value of the shares of the Company, whichever is higher,<br />
provided always that the exercise price of such options is allowed to be set at a discount of not more<br />
than 10% from the set price at the date the option is granted.<br />
(e) An option shall be capable of being exercised during the option period starting from the date at which a<br />
written offer from the ESOS committee to any eligible employee or such later date as determined by the<br />
ESOS committee. The Scheme will expire at the end of five years from the commencement of the<br />
Scheme on 24 July 2000.<br />
Pursuant to the ESOS, which commenced on 24 July 2000, options to subscribe for 13,887,000 ordinary<br />
shares of RM1 each in the Company have been granted as of 31 December 2003.<br />
The movement in the Company's unissued shares under the ESOS during the financial year is as follows:<br />
Treasury Shares<br />
Number of Ordinary Shares of RM1.00 Each<br />
At At<br />
1.1.2003 Granted Exercised 31.12.2003<br />
13,887,000 - - 13,887,000<br />
At the Annual General Meeting held on 26 June 2003, the Company obtained a renewal of mandate to<br />
purchase its own shares on the <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong>.<br />
During the financial year, the Company purchased a total of 998,000 of its issued ordinary shares of RM1<br />
each from the open market for a total cost of RM4,574,654. The repurchases were financed by the Company's<br />
internal funds.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
27. SHARE CAPITAL (CONT’D)<br />
Treasury Shares (Cont’d)<br />
The monthly breakdown of shares bought back for the financial year ended 31 December 2003 were as<br />
follows:<br />
No. of Purchase Price Per Share Average Price Total<br />
Ordinary Lowest Highest Per Share cost<br />
Month Shares RM RM RM RM<br />
Balance b/f 1,945,000 3.86 5.10 4.37 8,504,242<br />
January 215,000 4.76 4.82 4.80 1,036,120<br />
February - - - - -<br />
March 280,000 4.66 4.70 4.68 1,314,911<br />
April 25,000 4.68 4.68 4.68 117,514<br />
May - - - - -<br />
June - - - - -<br />
July - - - - -<br />
August - - - - -<br />
September - - - - -<br />
October 223,000 4.38 4.64 4.51 1,009,443<br />
November - - - - -<br />
December 255,000 4.16 4.38 4.28 1,096,666<br />
TOTAL 2,943,000 3.86 5.10 4.44 13,078,896<br />
All the 2,943,000 (2002: 1,945,000) ordinary shares repurchased by the Company were being held as treasury<br />
shares. There has been no resale of treasury shares or cancellation of shares bought back during the financial year.<br />
Subsequent to 31 December 2003 and up to 25 April 2004, the Company repurchased a further 339,000 shares<br />
at an average price of RM4.21 amounting to total cost of RM1,432,666 and a resale of 1,382,000 treasury shares<br />
at an average price of RM5.92 amounting to total net proceeds of RM8,111,238.<br />
The directors of the Company are committed to enhancing the value of the Company to its shareholders and<br />
believe that the repurchase plan can be applied in the best interests of the Company and its shareholders.<br />
A N N U A L R E P O R T 2 0 0 3 81
82<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
28. OTHER RESERVES (Non-Distributable)<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Foreign exchange (492) (701) - -<br />
Capital reserve - - 400 400<br />
(492) (701) 400 400<br />
The movement in each category of reserve were as follows:<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Foreign Exchange Reserves<br />
At 1 January (701) (3,008) - -<br />
Arising in the year 209 2,307 - -<br />
At 31 December (492) (701) - -<br />
Capital reserve<br />
At 1 January/31 December - - 400 400<br />
29. RETAINED PROFITS<br />
As at balance sheet date, the Company has tax exempt account balance available for distribution of tax<br />
exempt dividends approximately RM37,958,000 (2002: RM37,550,000) and tax credit under Section 108 of<br />
the Income Tax Act, 1967 to frank the payment of dividends amounting to RM1,595,000 (2002: RM8,871,000)<br />
out of its retained profits. Any dividends paid in excess of the above amounts will attract taxation at the<br />
prevailing statutory tax rate.
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
30. LONG TERM LIABILITIES<br />
Long term borrowings<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Secured:<br />
Term loans (Note 25) 359 2,027<br />
Hire purchase (Note 25) 479 406<br />
838 2,433<br />
Unsecured:<br />
Term loans (Note 25) 630 1,061<br />
Amount owing to an associated investor of a subsidiary company 376 376<br />
31. DEFERRED TAXATION<br />
1,844 3,870<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
At 1 January 12,558 13,576<br />
Recognised in the income statement (Note 9) (412) (1,018)<br />
At 31 December 12,146 12,558<br />
Presented after appropriate offsetting as follows:<br />
Deferred tax assets (12,921) (11,362)<br />
Deferred tax liabilities 25,067 23,920<br />
12,146 12,558<br />
A N N U A L R E P O R T 2 0 0 3 83
84<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
31. DEFERRED TAXATION (CONT’D)<br />
The components and movements of deferred tax liabilities and assets during the financial year prior to<br />
offsetting are as follows:<br />
Deferred tax liabilities of the Group:<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Recognised<br />
in the<br />
At income At<br />
1.1.2003 statement 31.12.2003<br />
RM'000 RM'000 RM'000<br />
Accelerated capital allowances 18,133 1,671 19,804<br />
Deferred tax on business combinations 12,740 (69) 12,671<br />
Deferred tax assets of the Group:<br />
30,873 1,602 32,475<br />
Retirement benefit obligations (589) (44) (633)<br />
Unutilised capital allowances and reinvestment allowances (3,166) (417) (3,583)<br />
Provision for doubtful debts (754) - (754)<br />
Unabsorbed capital allowances under pioneer business (13,780) (1,554) (15,334)<br />
Others (26) 1 (25)<br />
Deferred tax assets have not been recognised in respect of the following items:<br />
(18,315) (2,014) (20,329)<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Unabsorbed capital allowances 9,207 11,123 91 115<br />
Unabsorbed tax losses 10,820 3,619 - -<br />
Unabsorbed reinvestment allowances 3,119 3,119 - -<br />
The unused tax losses and unabsorbed capital allowances are available indefinitely for offset against future<br />
taxable profits of the subsidiaries in which those items arose. Deferred tax assets have not been recognised<br />
in respect of these items as they may not used to offset taxable profits of other subsidiaries in the Group<br />
and they have arisen in subsidiaries that have a recent history of losses.
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
32. RETIREMENT BENEFIT OBLIGATIONS<br />
Certain subsidiaries of the Group operates an unfunded defined benefit plan for its eligible employees in<br />
accordance with the terms and conditions of employment between the Company and its employees.<br />
The amounts recognised in the balance sheet are determined as follows:<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Present value of unfunded defined benefit obligations 2,401 2,240<br />
Analysed as:<br />
Current:<br />
Within 1 year - 45<br />
Non-current:<br />
Later than 1 year but not later than 2 years - 46<br />
Later than 2 years but not later than 5 years 27 -<br />
Later than 5 years 2,374 2,149<br />
The amounts recognised in the income statement are as follows:<br />
2,401 2,195<br />
2,401 2,240<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Current service cost 56 97<br />
Interest cost 144 134<br />
Total, included in staff cost 200 231<br />
Movements in the net liability in the current year were as follows:<br />
At 1 January 2,240 2,206<br />
Effects of foreign exchange 48 41<br />
Current year's provision 200 231<br />
2,488 2,478<br />
Paid during the year (87) (193)<br />
At 31 December 2,401 2,285<br />
Amount payable within the next 12 months - (45)<br />
2,401 2,240<br />
A N N U A L R E P O R T 2 0 0 3 85
86<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
32. RETIREMENT BENEFIT OBLIGATIONS (CONT’D)<br />
Principal actuarial assumptions used:<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Group<br />
2003 2002<br />
% %<br />
Discount rate 7.00 7.00<br />
Expected rate of salary increases 3.75 3.75<br />
33. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS<br />
(a) Changes in Accounting Policies<br />
During the financial year, the Group and the Company applied three new MASB Standards, which became<br />
effective from 1 January 2003, and accordingly modified certain accounting policies. The changes in<br />
accounting policies which resulted in prior year adjustments is MASB 25: Income Taxes.<br />
Under MASB 25, deferred tax liabilities are recognised for all taxable temporary differences. Previously,<br />
deferred tax liabilities were provided for on account of timing differences only to the extent that a tax<br />
liability was expected to materialise in the foreseeable future. In addition, the Group and the Company<br />
have commenced recognition of deferred tax assets for all deductible temporary differences, when it is<br />
probable that sufficient taxable profit will be available against which the deductible temporary differences<br />
can be utilised. Previously, deferred tax assets were not recognised unless there was reasonable<br />
expectation of their realisation.<br />
(b) Prior Year Adjustments<br />
The changes in accounting policies have been applied retrospectively and comparatives have been<br />
restated. The effects of changes in accounting policies are as follows:<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Effects on retained profits:<br />
At 1 January, as previously stated 518,106 482,707<br />
Effects of adopting MASB 25 1,022 231<br />
At 1 January, as restated 519,128 482,938<br />
Comparative amounts as at 31 December 2002 have been restated as follows:<br />
Previously<br />
Stated Adjustments Restated<br />
Group RM'000 RM'000 RM'000<br />
Investments in associate 7,886 (139) 7,747<br />
Deferred tax liabilities (13,720) (10,200) (23,920)<br />
Deferred tax assets - 11,362 11,362
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
34. SIGNIFICANT RELATED PARTY TRANSACTIONS<br />
Group<br />
Amount Amount<br />
outstanding outstanding<br />
as at as at<br />
Note 2003 31.12.03 2002 31.12.02<br />
RM'000 RM'000 RM'000 RM'000<br />
Log sales:<br />
Linshanhao Plywood (Sarawak) Sdn. Bhd. a 13,449 10,781 9,356 5,235<br />
Sawn timber sales:<br />
Stanmore Construction Sdn. Bhd. b 108 178 69 69<br />
W T K Realty Builder Sdn. Bhd. c - - 89 158<br />
Arctic Star Sdn. Bhd. d - - - 60<br />
W T K Realty Sdn. Bhd. e - - 36 150<br />
W T K Trading Sdn. Bhd. f 596 - - -<br />
704 178 194 437<br />
Purchase of logs:<br />
Harbour-View Realty Sdn. Bhd. g 12,160 1,630 13,051 1,797<br />
Jati Bahagia Sdn. Bhd. h 7,760 4,054 12,271 3,462<br />
Sentiaya Sdn. Bhd. i 379 3,019 1,146 726<br />
Protection Gloves Sdn. Bhd. j 5,600 3,400 5,863 1,141<br />
Hung Ling Sawmill Sdn. Bhd. k 3,764 1,923 5,042 -<br />
Faedah Mulia Sdn. Bhd. l 42,418 5,048 37,509 6,229<br />
Sabal Sawmill Sdn. Bhd. m 2,688 757 2,276 278<br />
W T K Realty Sdn. Bhd. e 229 - - -<br />
Harvard Rank Sdn. Bhd. n 2,851 625 1,596 1,129<br />
Lee Ling Enterprise Sdn. Bhd. o 678 - 374 1,227<br />
Trumac Industries Sdn. Bhd. p 2,646 539 1,141 (45)<br />
Oxford Empire Sdn. Bhd. q 507 2,277 384 34<br />
Victrovest Sdn. Bhd. r 475 1,837 745 1,622<br />
Related party relationship:<br />
82,155 25,109 81,398 17,600<br />
(a) Linshanhao Plywood (Sarawak) Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely, Datuk Wong Kie Yik, Datuk Wong Kie<br />
Nai, Wong Kie Chie and their family members are directors of Linshanhao Plywood (Sarawak) Sdn. Bhd.,<br />
Ocarina Development Sdn. Bhd., a company deemed connected to Datuk Wong Kie Yik, Datuk Wong Kie<br />
Nai and Wong Kie Chie by virtue of their substantial shareholdings in Ocarina Development Sdn. Bhd., is<br />
the sole shareholder of Linshanhao Plywood (Sarawak) Sdn. Bhd.<br />
A N N U A L R E P O R T 2 0 0 3 87
88<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
34. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)<br />
(b) Stanmore Construction Sdn. Bhd.<br />
Datuk Wong Kie Yik is a major shareholder of Stanmore Construction Sdn. Bhd..<br />
(c) W T K Realty Builder Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors and/or major shareholders of W T K Realty Builder<br />
Sdn. Bhd.<br />
(d) Arctic Star Sdn. Bhd.<br />
Datuk Wong Kie Nai and his family members are directors and/or major shareholders of Arctic Star<br />
Sdn. Bhd..<br />
(e) W T K Realty Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors and/or major shareholders of W T K Realty Sdn. Bhd..<br />
(f) W T K Trading Sdn. Bhd.<br />
The Directors and major shareholders of the Company namely, Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors and/or major shareholders of W T K Trading Sdn. Bhd..<br />
(g) Harbour-View Realty Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors and/or major shareholders of Harbour-View Realty<br />
Sdn. Bhd.<br />
(h) Jati Bahagia Sdn. Bhd.<br />
The major shareholders of Jati Bahagia Sdn. Bhd. are family members of the Directors and major<br />
shareholders of the Company, namely Datuk Wong Kie Nai and Datuk Wong Kie Yik.<br />
(i) Sentiaya Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai<br />
and Wong Kie Chie are major shareholders of Sentiaya Sdn. Bhd. whilst their family members are also<br />
directors and/or major shareholders of this company.<br />
(j) Protection Gloves Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai<br />
and Wong Kie Chie are directors and major shareholders of Protection Gloves Sdn. Bhd. whilst their<br />
family members are also the directors of this company.<br />
(k) Hung Ling Sawmill Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors and/or major shareholders of Hung Ling Sawmill<br />
Sdn. Bhd.. K.N. Wong (M) Sdn. Bhd., a company deemed connected to Datuk Wong Kie Nai by virtue of<br />
his substantial shareholdings in K.N. Wong (M) Sdn. Bhd., is also a major shareholder of Hung Ling<br />
Sawmill Sdn. Bhd.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
34. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)<br />
(l) Faedah Mulia Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik and Datuk Wong Kie<br />
Nai are directors and major shareholders of Faedah Mulia Sdn. Bhd. whilst their family members and<br />
Wong Kie Chie are the directors of this company.<br />
(m) Sabal Sawmill Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai,<br />
Wong Kie Chie and their family members are directors of Sabal Sawmill Sdn. Bhd.. Siew Doh Development<br />
Co. Sdn. Bhd. and Double E. <strong>Holdings</strong> Sdn. Bhd., companies deemed connected to Datuk Wong Kie Yik,<br />
Datuk Wong Kie Nai and Wong Kie Chie, by virtue of their substantial shareholdings in both these<br />
companies, are substantial shareholders of Sabal Sawmill Sdn. Bhd..<br />
(n) Harvard Rank Sdn. Bhd.<br />
The Directors and major shareholders of the Company, Datuk Wong Kie Yik, Datuk Wong Kie Nai, Wong<br />
Kie Chie and their family members are directors and/or major shareholders of Harvard Rank Sdn. Bhd..<br />
(o) Lee Ling Enterprise Sdn. Bhd.<br />
The Directors and major shareholders of the Company, namely Datuk Wong Kie Yik, Datuk Wong Kie Nai<br />
and family members are directors of Lee Ling Enterprise Sdn. Bhd.. <strong>WTK</strong> Timber Processing Industries<br />
Sdn. Bhd., a company deemed connected to Datuk Wong Kie Yik and Datuk Wong Kie Nai by virtue of<br />
their substantial shareholdings in <strong>WTK</strong> Timber Processing Industries Sdn. Bhd., is a major shareholder<br />
of Lee Ling Enterprise Sdn. Bhd..<br />
(p) Trumac Industries Sdn. Bhd.<br />
The Directors and major shareholders of the Company namely, Datuk Wong Kie Yik, Datuk Wong Kie Nai<br />
and their family members are directors and/or major shareholders of Trumac Industries Sdn. Bhd..<br />
(q) Oxford Empire Sdn. Bhd.<br />
The directors and major shareholders of Oxford Empire Sdn. Bhd. are family members of Datuk Wong<br />
Kie Yik.<br />
(r) Victrovest Sdn. Bhd.<br />
The directors and major shareholders of Victrovest Sdn. Bhd. are family members of Datuk Wong Kie Yik.<br />
Related parties referred to here are companies in which the Company's directors have substantial financial<br />
interest. Sales of timber related products to these companies are determined based on competitive pricing<br />
of similar products in the open market.<br />
Part of the purchases of raw materials are based upon terms and conditions which are mutually agreed with<br />
the related companies as stated in the Contracts for Log Supply renewed between the parties on 1 January<br />
2002. The Contract for Log Supply was renewed for a further period of three (3) years on the same terms<br />
and conditions in the previous contract.<br />
A N N U A L R E P O R T 2 0 0 3 89
90<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
34. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D)<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Company<br />
2003 2002<br />
RM'000 RM'000<br />
Gross dividends from:<br />
- Subsidiaries<br />
Loytape Industries Sdn. Bhd. 1,125 1,500<br />
General Aluminium Works (M) Sdn. Bhd. 2,179 2,179<br />
Central Mercantile Corporation (S) Ltd. 3,250 3,847<br />
Song Logging Company Sendirian <strong>Berhad</strong> 1,000 500<br />
Limpah Mewah Sdn. Bhd. 500 500<br />
Cairnfield Sdn. Bhd. 1,000 1,000<br />
Samanda Equities Sdn. Bhd. - 417<br />
Dusun Nyiur Sdn. Bhd. 417 -<br />
Sut Sawmill Sdn. Bhd. 250 -<br />
Ninjas Development Sdn. Bhd. 250 -<br />
Sanitama Sdn. Bhd. 250 -<br />
- Associate<br />
Central Elastic Corporation Sdn. Bhd. 377 377<br />
Management fees income from subsidiaries:<br />
Loytape Industries Sdn. Bhd. 200 144<br />
General Aluminium Works (M) Sdn. Bhd. 844 756<br />
Samanda Equities Sdn. Bhd. 198 198<br />
Dusun Nyiur Sdn. Bhd. 22 22<br />
Samanda Trading Sdn. Bhd. 200 199<br />
Samanda Marketing Corporation Sdn. Bhd. 36 -<br />
Rental income from subsidiary:<br />
General Aluminium Works (M) Sdn. Bhd. 29 29<br />
The directors are of the opinion that all the transactions above have been entered into in the normal course<br />
of business and have been established on terms and conditions that are not materially different from those<br />
obtainable in transactions with unrelated parties.<br />
35. CONTINGENT LIABILITIES<br />
Company<br />
2003 2002<br />
RM'000 RM'000<br />
Secured:<br />
Guarantees to banks and financial institutions on behalf of subsidiaries 33,023 39,169
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
35. CONTINGENT LIABILITIES (CONT’D)<br />
The guarantees to banks and financial institutions by the Company are secured by fixed and floating charges<br />
over the assets and undertakings of the subsidiaries.<br />
Group Company<br />
2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000<br />
Unsecured:<br />
Guarantees to banks and financial institutions on<br />
behalf of subsidiaries - - 99,031 106,858<br />
Export bills discounted by bank but outstanding<br />
at year end 35 162 - -<br />
Bank guarantee to third party on behalf of<br />
other companies 1,325 500 - -<br />
Purchases in dispute (Note 37c) - 330 - -<br />
36. CAPITAL COMMITMENTS<br />
1,360 992 99,031 106,858<br />
Group<br />
2003 2002<br />
RM'000 RM'000<br />
Approved and contracted for:<br />
Property, plant and equipment - 148<br />
Non cancellable outstanding rental commitments<br />
Not later than 1 year 221 127<br />
Later than 1 year and not later than 5 years 139 -<br />
Contracted but not provided for 63 -<br />
A N N U A L R E P O R T 2 0 0 3 91
92<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
37. OTHER SIGNIFICANT EVENTS<br />
(a) On 28 February 2003, Winning Properties Sdn. Bhd. ("WPSB"), a wholly-owned subsidiary of the Company,<br />
transferred its entire ownership of 100% equity interest in Piramid Intan Sdn. Bhd. ("PISB") and W T K<br />
Heli-Logging Sdn. Bhd. ("WHL") to the Company at a total consideration of RM5,000,000. Following the<br />
reorganisation, the Company subscribed for an additional of 2,400,000 ordinary shares of RM1.00 each<br />
in PISB at par. The Company's ultimate equity ownership of both PISB and WHL remains unchanged but<br />
both PISB and WHL have became direct subsidiaries of the Company. None of the directors or substantial<br />
shareholders of the Company has an interest, direct or indirect, in the reorganisation and subscription.<br />
(b) On 17 April 2003, Immense Fleet Sdn. Bhd., wholly-owned subsidiary of the Company, was granted a<br />
Licence for Planted Forest ("Licence") by the State Government of Sarawak to establish, develop and<br />
maintain a planted forest in accordance with a tree planting plan approved by the Director of Forests,<br />
Sarawak on a total area of 67,157 hectares in Oya-Kanowit-Katibas, Sibu, Sarawak. The Licence is valid<br />
for 60 years commencing from 28 February 2003, and ending on 27 February 2063.<br />
(c) Pursuant to a settlement reached between a subsidiary, Samanda Marketing & Sales Sdn. Bhd., and<br />
Avery Dennison Materials Sdn. Bhd. (formerly known as JAC <strong>Malaysia</strong> Sdn. Bhd.), the Kuala Lumpur<br />
High Court in Companies (Winding-up) has on 3 September 2003, unconditionally discharged and stayed<br />
the winding-up order made on 7 May 2003 altogether, via the full and final settlement of RM200,000<br />
made during the year.<br />
38. SUBSEQUENT EVENT<br />
Central Industrial Corporation <strong>Berhad</strong> ("CICB"), a minority shareholder of Central Mercantile Corporation (M)<br />
Sdn. Bhd. ("CMCM"), a subsidiary of the Company, has on 8 February 2001 presented a petition to wind up<br />
CMCM on the grounds that the Directors of CMCM have not acted in the interest of CMCM. CICB also<br />
applied to the Court to appoint provisional liquidators over CMCM.<br />
The Directors of the Company, in close consultation with the lawyers of the Company, are of the opinion<br />
that CMCM has a fair chance of resisting CICB's petition and CICB's application to appoint provisional<br />
liquidators. Accordingly, the Company and Loytape Industries Sdn. Bhd., the immediate holding company of<br />
CMCM, have directed the lawyers to file an appeal, which is now fixed for hearing on 15 June 2004.<br />
39. FINANCIAL INSTRUMENTS<br />
(a) Financial Risk, Management Objectives and Policies<br />
The Group’s financial risk management policy seeks to ensure that adequate financial resources are<br />
available for the development of the Group’s businesses whilst managing its interest rate, foreign<br />
exchange, liquidity and credit risks. The Group operates within clearly defined guidelines that are approved<br />
by the Board and the Group’s policy is not to engage in speculative transactions.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
39. FINANCIAL INSTRUMENTS (CONT’D)<br />
(b) Interest Rate Risk<br />
The Group’s primary interest rate risk relates to interest-bearing debt, as the Group had no substantial<br />
long term interest-bearing assets as at 31 December 2003. The investments in financial assets are<br />
mainly short term in nature and they are not held for speculative purposes but have been mostly placed<br />
in fixed deposits.<br />
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate<br />
borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding<br />
period and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest<br />
rate environment and achieve a certain level of protection against rate hikes.<br />
The information on maturity dates and effective interest rates of financial assets and liabilities are<br />
disclosed in their respective notes.<br />
(c) Foreign Exchange Risk<br />
The Group operates internationally and is exposed to various currencies, mainly Singapore Dollar, United<br />
States Dollar and Australian Dollar. Foreign currency denominated assets and liabilities together with<br />
expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures.<br />
Foreign exchange exposures in transactional currencies other than functional currencies of the operating<br />
entities are kept to an acceptable level.<br />
The net unhedged financial assets and financial liabilities of the Group companies that are not<br />
denominated in their functional currencies are as follows:<br />
At 31 December 2003:<br />
Trade Trade Other Bank<br />
receivables payables payables borrowings Total<br />
RM RM RM RM RM<br />
United States Dollar 5,442,117 245,452 8,803 3,496,651 9,193,023<br />
Hong Kong Dollar 294,678 - - - 294,678<br />
Australian Dollar 513,331 - - - 513,331<br />
Pound Sterling 374,713 - 7,020 - 381,733<br />
Singapore Dollar 8,934 - 43,300 - 52,234<br />
Euro - - 14,727 - 14,727<br />
Swedish Francs - 29,173 36,919 - 66,092<br />
6,633,773 274,625 110,769 3,496,651 10,515,818<br />
A N N U A L R E P O R T 2 0 0 3 93
94<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
39. FINANCIAL INSTRUMENTS (CONT’D)<br />
(c) Foreign Exchange Risk (Cont’d)<br />
At 31 December 2002:<br />
W T K HOLDINGS BERHAD (10141-M)<br />
Trade Trade Other<br />
receivables payables payables Total<br />
RM RM RM RM<br />
United States Dollar 5,465,975 131,306 - 5,597,281<br />
Hong Kong Dollar 286,654 - - 286,654<br />
Australian Dollar 146,104 - - 146,104<br />
Singapore Dollar 177,058 - 66,412 243,470<br />
Swedish Francs - 25,659 11,974 37,633<br />
6,075,791 156,965 78,386 6,311,142<br />
(d) Liquidity Risk<br />
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding<br />
so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent<br />
liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to<br />
meet its working capital requirements. In addition, the Group strives to maintain available banking facilities<br />
of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding<br />
from both capital markets and financial institutions and prudently balances its portfolio with some short<br />
term funding so as to achieve overall cost effectiveness.<br />
(e) Credit Risk<br />
Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals,<br />
limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the<br />
Group’s associations to business partners with high creditworthiness. Trade receivables are monitored<br />
on an ongoing basis via Group management reporting procedures.<br />
The Group does not have any significant exposure to any individual customer or counterparty nor does<br />
it have any major concentration of credit risk related to any financial instruments.<br />
(f) Fair Values<br />
Financial assets and financial liabilities which are not carried at fair value on the balance sheets of the<br />
Group and of the Company as at the end of the financial year are unquoted investments, amounts due<br />
to/from related corporations, associates, jointly controlled entities and a minority shareholder.<br />
It is not practical to estimate the fair value of the Group’s non-current unquoted shares because of the<br />
lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.<br />
However, the Group believes that the carrying amount represents the recoverable values.
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
39. FINANCIAL INSTRUMENTS (CONT’D)<br />
(f) Fair Values (Cont’d)<br />
It is also not practical to estimate the fair values of amounts due to/from related corporations, associates,<br />
jointly controlled entities and a minority shareholder due principally to a lack of fixed repayment term<br />
entered by the parties involved and without incurring excessive costs. However, the Group does not<br />
anticipate the carrying amounts recorded at the balance sheet date to be significantly different from the<br />
values that would eventually be received or settled.<br />
The nominal/notional amount and net fair value of financial instruments not recognised in the balance<br />
sheets of the Group and of the Company as at the end of the financial year are contingent liabilities. It<br />
is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of<br />
timing, costs and eventual outcome.<br />
The carrying amount of Cash and Cash Equivalents, Trade and Other Receivables/Payables and Short<br />
Term Borrowings approximate fair values due to the relatively short term maturity of these financial<br />
instruments.<br />
The fair value of non-current quoted shares as disclosed in Note 17 to the financial statements is as<br />
determined by reference to stock exchange quoted market bid prices at the close of the business on the<br />
balance sheet date. Certain quoted shares are carried at an amount in excess of their fair values as the<br />
directors are of the opinion that the diminution in value of these shares are temporary in nature as the<br />
net tangible asset which represent the net worth of these investee companies are higher than the<br />
quoted market prices of these investments at balance sheet date.<br />
The carrying value of borrowings, which are mainly variable rate borrowings, is considered to be<br />
reasonable estimate of the fair values as the borrowings will be repriced immediately in the event of<br />
only changes the market interest rates.<br />
A N N U A L R E P O R T 2 0 0 3 95
96<br />
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
40. SEGMENT INFORMATION<br />
(a) Business Segments:<br />
The Group is organised into three major business segments:<br />
(i) Timber - the extraction and sale of timber, manufacture and sale of plywood, veneer and sawn<br />
timber;<br />
(ii) Trading - the trading of tapes, foil, papers and electrostatic discharge products; and<br />
(iii) Manufacturing - conversion of aluminium foils, flexible packaging, metallized and electrostatic<br />
discharge products, manufacture and sale of adhesive and gummed tapes.<br />
Other business segments include investment holding, property investment, property rental and plant<br />
and equipment rental, none of which are of a sufficient size to be reported separately.<br />
No geographical analysis has been prepared as the Group's business interest is predominantly located<br />
in <strong>Malaysia</strong>.<br />
The directors are of the opinion that all inter-segment transactions have been entered into in the normal<br />
course of business and have been established on terms and conditions that are not materially different<br />
from those obtainable in transactions with unrelated parties.<br />
W T K HOLDINGS BERHAD (10141-M)
Notes to the Financial Statements (Cont’d) 31 December 2003<br />
40. SEGMENT INFORMATION (CONT’D)<br />
REVENUE AND EXPENSES<br />
Investment holding<br />
Timber Trading Manufacturing and others Eliminations Consolidated<br />
2003 2002 2003 2002 2003 2002 2003 2002 2003 2002 2003 2002<br />
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Revenue<br />
External sales 408,563 346,382 47,124 47,343 99,759 92,109 1,695 10,058 - - 557,141 495,892<br />
Inter-segment sales 61,653 43,624 113 1,145 22,040 27,974 12,274 11,825 (96,080) (84,568) - -<br />
Total revenue 470,216 390,006 47,237 48,488 121,799 120,083 13,969 21,883 (96,080) (84,568) 557,141 495,892<br />
Results<br />
Profit from operations 47,366 50,399 4,253 5,181 8,910 9,071 4,025 (36) 64,554 64,615<br />
Other non-operating<br />
expenses - - - - (200) (3,207) (5,626) (2,916) (5,826) (6,123)<br />
Finance cost (4,532) (4,369) (20) (57) (1,816) (1,770) (51) (71) (6,419) (6,267)<br />
Share of profit of<br />
associated company - - - - - - 828 1,240 828 1,240<br />
Share of profit of jointly<br />
controlled entity - - - - 356 167 - - 356 167<br />
Profit/(loss) before<br />
taxation 42,834 46,030 4,233 5,124 7,450 4,261 (1,024) (1,644) 53,493 53,632<br />
Taxation (9,031) (11,001)<br />
Profit after taxation 44,462 42,631<br />
Minority interests (601) (605)<br />
Profit for the year 43,861 42,026<br />
ASSETS AND LIABILITIES<br />
Segment assets 715,518 686,477 30,455 33,762 102,303 114,923 62,635 65,990 910,911 901,152<br />
Investment in equity<br />
method of associates - - - - - - 8,016 7,886 8,016 7,886<br />
Investment in equity<br />
method of jointly<br />
controlled entities - - - - 2,945 2,241 - - 2,945 2,241<br />
Unallocated corporate<br />
assets 19,695 17,083 - 11 359 219 1,050 1,276 21,104 18,589<br />
Consolidated total assets 942,976 929,868<br />
Segment liabilities 36,162 46,243 3,206 3,948 13,347 14,914 1,101 1,981 53,816 67,086<br />
Unallocated corporate<br />
liabilities 113,182 102,958 3,854 5,601 46,499 49,369 591 1,119 164,126 159,047<br />
Consolidated total<br />
liabilities 217,942 226,133<br />
OTHER INFORMATION<br />
Capital expenditure 24,119 25,825 6 280 2,911 4,053 34 27 27,070 30,185<br />
Depreciation 24,662 24,318 338 343 5,617 5,719 176 191 30,793 30,571<br />
Amortisation 3,769 2,451 - - - - 363 398 4,132 2,849<br />
A N N U A L R E P O R T 2 0 0 3 97
98<br />
List of Properties<br />
List of Properties Held by W T K <strong>Holdings</strong> <strong>Berhad</strong> and Subsidiaries as at 31 December 2003<br />
DATE OF NET BOOK<br />
LAST VALUE<br />
ADDRESS/ VALUATION/ AGE OF OR COST<br />
LOCATION AREA TENURE DESCRIPTION ACQUISITION BUILDING (RM'000)<br />
Lot 692 * 3.14 Leasehold Land with 8 November 1985 19 years 1,702<br />
Mukim 1 acres (expires in 2045) factory<br />
Prai Industrial Estate<br />
Province Wellesley.<br />
Lot 682 2 acres Leasehold Land with 31 July 1980 32 years }<br />
Mukim 1 (expires in 2069) factory }<br />
Prai Industrial Estate }<br />
Province Wellesley. }<br />
} 1,380<br />
Lot 2806 1 acre Leasehold Land with 31 July 1980 32 years }<br />
Mukim 1 (expires in 2072) factory }<br />
Prai Industrial Estate }<br />
Province Wellesley. }<br />
Lot 3318 15.72 Freehold Land with 9 July 1980 31 years 7,294<br />
76 km milestone acres factory<br />
Ipoh/Penang<br />
Main Trunk Road<br />
34008 Taiping<br />
Perak Darul Ridzuan.<br />
Lot 11644 * 2 acres Leasehold Agriculture 31 March 1981 22 years 157<br />
Durian Sebatang (expires in 2010) land with<br />
District of Hilir Perak building<br />
Perak Darul Ridzuan.<br />
66 plots of land 318,792 Freehold Vacant Land 24 June 1994 - 2,088<br />
in Town of Lumut sq. ft.<br />
District of Manjung<br />
Perak Darul Ridzuan.<br />
51 parcels of land of 108,652 Leasehold Vacant land 22 August 1991 - 391<br />
Taman Kuningsari * sq. ft. (expires in 2083)<br />
District of Larut & Matang<br />
Perak Darul Ridzuan.<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)
List of Properties (Cont’d)<br />
DATE OF NET BOOK<br />
LAST VALUE<br />
ADDRESS/ VALUATION/ AGE OF OR COST<br />
LOCATION AREA TENURE DESCRIPTION ACQUISITION BUILDING (RM'000)<br />
Various office lots 71,360 Freehold Office space 30 May 1994 to 27 years 16,403<br />
in Wisma Central *** sq. ft. 23 February 2001<br />
Lot 150, Section 58<br />
Jalan Ampang<br />
50450 Kuala Lumpur.<br />
Level 2 & 3 108,597 Freehold Car parks 23 November 1993 23 years 8,121<br />
Wisma Central sq. ft.<br />
Lot 150, Section 58<br />
Jalan Ampang<br />
50450 Kuala Lumpur.<br />
F4-19(H) * 927 Freehold Resort 30 November 1995 8 years 191<br />
Amber Court sq. ft. Apartment<br />
Villa D' Genting Resort<br />
Genting Highlands.<br />
68 plots of land 2.96 Freehold Vacant land 26 August 2000 - 74<br />
Mukim of Ampangan acres<br />
Daerah Seremban<br />
Seremban Darul Khusus.<br />
MLO 10341 * 12,754 Freehold Vacant land 25 September 1990 - 173<br />
Jalan Temenggong 1 sq. ft.<br />
Kangkar Tebrau<br />
81100 Johor Bahru<br />
Johore Darul Takzim.<br />
Block 2, No. 86 * 11,354 Freehold Land with 30 September 1983 20 years 1,746<br />
Tagore Lane sq. ft. office &<br />
Industrial Estate. warehouse<br />
No: 20 * 2,347 Freehold Warehouse 24 November 1980 23 years 212<br />
Shaw Road sq. ft.<br />
Ching Shine Building<br />
Singapore.<br />
A N N U A L R E P O R T 2 0 0 3 99
100<br />
List of Properties (Cont’d)<br />
DATE OF NET BOOK<br />
LAST VALUE<br />
ADDRESS/ VALUATION/ AGE OF OR COST<br />
LOCATION AREA TENURE DESCRIPTION ACQUISITION BUILDING (RM'000)<br />
Lot 5415 & Lot 5428 2.4361 Leasehold Plywood factory, 31 December 17 years 15,462<br />
KTLD hectares (expires in 2040) office, labour 1995<br />
Kuching. quarters and<br />
warehouse<br />
Engkilo Land District 6.2753 Leasehold Sawmill factory, 2 September 13 years 17,685<br />
Sibu hectares labour quarters 1996<br />
Lots 1895 & 1897 (Expires in 2917) and warehouse<br />
Lots 690, 14 & 22 (Expires in 2915) Office<br />
Lot 11 (Expires in 2019)<br />
Lots 280 & 282 (Expires in 2027)<br />
Telok Engkalat 10.7965 Leasehold Sawmill factory, 2 September 10 years 15,633<br />
Sibu hectares office, labour 1996<br />
Lots 4905 (Expires in 2024) quarters and<br />
Lots 25846 & 25847 (Expires in 2034) warehouse<br />
Lot 31771 (Expires in 2024)<br />
Lot 30974 (Expires in 2039)<br />
Lot 30428 (Expires in 2038)<br />
Lot 31754 (Expires in 2039)<br />
Lot 370 Freehold<br />
Ensurai & Empawah 8.5 Leasehold Sawmill factory 2 September 13 years 17,751<br />
Sibu hectares Warehouse 1996 13 years<br />
Lots 15807 (Expires in 2033) Labour quarters 8 years<br />
Lots 41831 (Expires in 2910) Office 8 1/2 years<br />
Lots 1095 & 1096 (Expires in 2019)<br />
Lot 29992 (Expires in 2911)<br />
Kemena Land District 7.9906 Freehold Warehouse and 1 January 9 years 38,261<br />
Bintulu hectares labour quarters 1996<br />
Lot 664, 31 & 145 Office 9 years<br />
Plywood factory 13 years<br />
Lot 3 8.0087 Leasehold Sawmill 2 September 30 years 2,114<br />
Suad Land District hectares (Expires in 2008) & log pond 1996<br />
Kapit. New factory 2 year 2,781<br />
extension<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)
List of Properties (Cont’d)<br />
DATE OF NET BOOK<br />
LAST VALUE<br />
ADDRESS/ VALUATION/ AGE OF OR COST<br />
LOCATION AREA TENURE DESCRIPTION ACQUISITION BUILDING (RM'000)<br />
Lot 127 & 128 7.3935 Leasehold Log pond 2 September - 251<br />
Katibas Land District hectares (Expires in 2021) 1996<br />
Kapit.<br />
Lot 3 1.8939 Leasehold Log pond 2 September - 33<br />
Oyan Land District hectares (Expires in 2000) ** 1996<br />
Kapit.<br />
Lot 1328, Block 48 4,610 Leasehold 2-storey 2 September 23 years 115<br />
Sarikei Land District sq. ft. (Expires in 2019) semi-detached 1996<br />
Sarikei. industrial<br />
shophouses<br />
Lot 837 3,400 Leasehold 2-storey corner 2 September 18 years 128<br />
Kemena Land District sq. ft. (Expires in 2044) terrace house 1996<br />
Bintulu.<br />
Menuan Land District 16,617 Leasehold Log pond and - - 1,800<br />
Kapit hectarecs labour quarters<br />
Lot 44 * (Expires in 2019) 8 September 2000 -<br />
Lot 145 * (Expires in 2020) 8 August 2000 -<br />
Lot 146 * (Expires in 2022) 8 September 2000 -<br />
* The date stated refers to the date of acquisition<br />
** Application for extension of the lease is pending approval by the relevant authority<br />
*** Certain lots were not revalued during the period stated and was acquired on a piecemeal basis covering the period<br />
from 4 June 1991 to 31 December 1993<br />
A N N U A L R E P O R T 2 0 0 3 101
102<br />
Statistic on Shareholdings<br />
STATEMENT OF SHAREHOLDINGS AS AT 7 MAY 2004<br />
Authorised Capital : RM1,000,000,000.00<br />
Issued and fully paid-up capital : RM163,866,527.00<br />
Class of Shares : Ordinary shares of RM1.00 each<br />
Voting Rights : One vote per RM1.00 share<br />
BREAKDOWN OF SHAREHOLDINGS<br />
Percentage No. of RM1.00 Percentage of<br />
Range of <strong>Holdings</strong> No. of Holders of Holders Shares Issued Capital<br />
Less than 100 74 5.26 2,469 0.00<br />
100 to 1,000 195 13.85 144,579 0.09<br />
1,001 to 10,000 778 55.26 2,596,020 1.59<br />
10,001 to 100,000 238 16.90 8,521,840 5.20<br />
100,001 to less than<br />
5% of issued shares 118 8.38 75,302,448 45.95<br />
5% and above of issued shares 5 0.35 77,299,171 47.17<br />
Total 1,408 100.00 163,866,527 100.00<br />
DIRECTORS’ SHAREHOLDINGS<br />
Total Interest in Number of RM1.00 Shares<br />
Direct Indirect<br />
Name No. of shares % No. of shares %<br />
Datuk Wong Kie Yik 2,208,154 1.35 (1) 30,887,491 18.85<br />
Datuk Wong Kie Nai 5,634,055 3.44 (2) 37,287,789 22.76<br />
Wong Kie Chie 5,247,010 3.20 (2) 37,287,789 22.76<br />
Lt Gen (Rtd) Datuk Seri Abdul - - - -<br />
Manap bin Ibrahim<br />
Loh Siew Choon - - - -<br />
Tham Sau Kien - - - -<br />
Notes :<br />
(1) Deemed interested through W T K Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section<br />
6A(4)(c) of the Companies Act, 1965.<br />
(2) Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development<br />
Sdn Bhd by virtue of Section 6A(4)(c) of the Companies Act, 1965.<br />
In accordance with Section 6A(4)(c) of the Companies Act, 1965, a person, or the associates of that person or<br />
that person and his associates are entitled to exercise or control the exercise of not less than fifteen per centum<br />
(15%) of the votes attached to the voting shares in the body corporate.<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)
Statistic on Shareholdings (Cont’d)<br />
SUBSTANTIAL SHAREHOLDERS<br />
According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are<br />
the substantial shareholders (beneficial owners only) of the Company:<br />
Total Interest in Number of RM1.00 Shares<br />
Direct Indirect<br />
Name No. of shares % No. of shares %<br />
Kosa Bahagia Sdn Bhd 9,975,000 6.09 - -<br />
W T K Realty Sdn Bhd 16,124,491 9.84 (1) 14,763,000 9.01<br />
Wong Kie Chie 5,247,010 3.20 (2) 37,287,789 22.76<br />
Datuk Wong Kie Nai 5,634,055 3.44 (2) 37,287,789 22.76<br />
Datuk Wong Kie Yik 2,208,154 1.35 (3) 30,887,491 18.85<br />
Datuk Wong Tuong Kwang 3,004,781 1.83 (4) 6,400,297 3.91<br />
AIG Goldflow Ltd 12,952,050 7.90 - -<br />
Employees Provident Fund Board 17,457,600 10.65 - -<br />
Notes :<br />
(1) Deemed interested through Kosa Bahagia Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section<br />
6A(4)(c) of the Companies Act, 1965.<br />
(2) Deemed interested through W T K Realty Sdn Bhd, Harbour-View Realty Sdn Bhd and Ocarina Development<br />
Sdn Bhd by virtue of Section 6A(4)(c) of the Companies Act, 1965.<br />
(3) Deemed interested through W T K Realty Sdn Bhd and Ocarina Development Sdn Bhd by virtue of Section<br />
6A(4)(c) of the Companies Act, 1965.<br />
(4) Deemed interested through Harbour-View Realty Sdn Bhd by virtue of Section 6A(4)(c) of the Companies<br />
Act, 1965.<br />
In accordance with Section 6A(4)(c) of the Companies Act, 1965, a person, or the associates of that person or<br />
that person and his associates are entitled to exercise or control the exercise of not less than fifteen per centum<br />
(15%) of the votes attached to the voting shares in the body corporate.<br />
THIRTY LARGEST REGISTERED HOLDERS<br />
Name of Holders <strong>Holdings</strong> Percentage<br />
1. W T K Realty Sdn Bhd 24,354,910 14.86<br />
2. Employees Provident Fund Board 16,040,100 9.79<br />
3. W T K Realty Sdn Bhd 13,977,111 8.53<br />
4. Cartaban Nominees (Asing) Sdn Bhd 12,952,050 7.90<br />
State Street Australia Fund 4J69 for AIG Goldflow Ltd<br />
5. AMMB Nominees (Tempatan) Sdn Bhd 9,975,000 6.09<br />
AMInternational (L) Ltd for Kosa Bahagia Sdn Bhd<br />
6. Lembaga Tabung Haji 6,225,000 3.80<br />
7. AMMB Nominees (Tempatan) Sdn Bhd 5,977,620 3.65<br />
AMInternational (L) Ltd for W T K Realty Sdn Bhd<br />
A N N U A L R E P O R T 2 0 0 3 103
104<br />
Statistic on Shareholdings (Cont’d)<br />
THIRTY LARGEST REGISTERED HOLDERS (CONT’D)<br />
Name of Holders <strong>Holdings</strong> Percentage<br />
8. HSBC Nominees (Asing) Sdn Bhd 2,529,500 1.54<br />
Fidelity Institutional (Sea Fund)<br />
9. AMMB Nominees (Tempatan) Sdn Bhd 2,460,771 1.50<br />
AMInternational (L) Ltd for Harbour-View Realty Sdn Bhd<br />
10. AMMB Nominees (Tempatan) Sdn Bhd 2,166,168 1.32<br />
AMInternational (L) Ltd for Wong Kie Nai<br />
11. HSBC Nominees (Asing) Sdn Bhd 2,155,000 1.32<br />
BNY Brussels for The Great Eastern Life Assurance Co Ltd<br />
12. Citicorp Nominees (Asing) Sdn Bhd 2,037,000 1.24<br />
CBHK for Kuwait Investment Authority (Fund 202)<br />
13. AMMB Nominees (Tempatan) Sdn Bhd 2,017,357 1.23<br />
AMInternational (L) Ltd for Wong Kie Chie<br />
14. Citicorp Nominees (Asing) Sdn Bhd 1,968,000 1.20<br />
Goldman Sachs International<br />
15. W T K <strong>Holdings</strong> <strong>Berhad</strong> 1,900,000 1.16<br />
Share Buy Back Account<br />
16. AMMB Nominees (Tempatan) Sdn Bhd 1,840,878 1.12<br />
AMInternational (L) Ltd for Ocarina Development Sdn Bhd<br />
17. OSK Nominees (Tempatan) Sdn <strong>Berhad</strong> 1,763,100 1.08<br />
Pledged Securities Account for Hii Deck Yiik<br />
18. RHB Capital Nominees (Tempatan) Sdn Bhd 1,600,000 0.98<br />
Pledged Securities Account for W T K Realty Sdn Bhd<br />
19. HSBC Nominees (Asing) Sdn Bhd 1,534,000 0.94<br />
BBH (LUX) SCA for Fidelity Funds <strong>Malaysia</strong><br />
20.Citicorp Nominees (Tempatan) Sdn Bhd 1,491,000 0.91<br />
Prudential Assurance <strong>Malaysia</strong> <strong>Berhad</strong> (PAR Fund)<br />
21. <strong>Malaysia</strong> Nominees (Tempatan) Sendirian <strong>Berhad</strong> 1,177,500 0.72<br />
Amanah SSCM Asset Management <strong>Berhad</strong> for<br />
Amanah Smallcap Fund <strong>Berhad</strong><br />
22.AMMB Nominees (Tempatan) Sdn Bhd 1,155,271 0.71<br />
AMInternational (L) Ltd for Datuk Wong Tuong Kwang<br />
23.Mohammad Tufail Bin Mahmud 1,135,762 0.69<br />
24.HSBC Nominees (Asing) Sdn Bhd 1,102,400 0.67<br />
Barings (Guernsey) for The Baring Global Emerging Markets Fund<br />
25.Mayban Nominees (Tempatan) Sdn Bhd 1,036,000 0.63<br />
Mayban Trustees <strong>Berhad</strong> for Balanced Returns Fund<br />
26.Mayban Nominees (Tempatan) Sdn Bhd 900,000 0.55<br />
Mayban Investment Management Sdn Bhd for<br />
Kumpulan Wang Simpanan Pekerja<br />
27. RHB Capital Nominees (Tempatan) Sdn Bhd 900,000 0.55<br />
Pledged Securities Account for Lau Puong Mii<br />
28.Majaharta Sdn Bhd 893,958 0.54<br />
29.AMMB Nominees (Tempatan) Sdn Bhd 845,140 0.52<br />
AMInternational (L) Ltd for Wong Kie Yik<br />
30.Cartaban Nominees (Asing) Sdn Bhd 837,000 0.51<br />
Government of Singapore Investment Corporation Pte Ltd for<br />
Government of Singapore (C)<br />
Total 124,947,596 76.25<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)
Notice of Annual General Meeting<br />
NOTICE IS HEREBY GIVEN that the Thirty-Second Annual General Meeting of the Company will be held at 9th<br />
Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, <strong>Malaysia</strong> on Tuesday, 29 June 2004 at 10.30 a.m. for the<br />
transaction of the following business:-<br />
1. To receive and consider the Audited Financial Statements for the year ended 31 December<br />
2003 together with the Reports of the Directors and Auditors thereon.<br />
2. To approve the declaration of first and final dividend of 8% less tax.<br />
3. To approve an increase in payment of Directors' fees from RM90,000 per annum to RM120,000<br />
per annum.<br />
4. To re-elect the following Directors who retire by rotation in accordance with Article 96 of the<br />
Company's Articles of Association:-<br />
(a) Datuk Wong Kie Nai<br />
(b) Mr Loh Siew Choon<br />
5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors<br />
to fix their remuneration.<br />
6. As Special Business to consider and, if thought fit, to pass the following Ordinary Resolutions:-<br />
AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES<br />
ACT, 1965<br />
THAT pursuant to Section 132D of the Companies Act, 1965, authority be and is hereby given<br />
to the Directors to issue shares in the capital of the Company from time to time at such price<br />
upon such terms and conditions for such purposes and to such person or persons whomsoever<br />
as the Directors may in their absolute discretion deem fit provided that the aggregate number<br />
of shares to be issued pursuant to this Resolution does not exceed ten per centum (10%) of<br />
the total issued share capital of the Company for the time being, subject to the Companies<br />
Act, 1965, the Articles of Association of the Company and the approval from the <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities <strong>Berhad</strong> and other relevant authorities where such approval is necessary AND THAT<br />
such authority shall continue in force until the conclusion of the next Annual General Meeting<br />
of the Company.<br />
PROPOSED RENEWAL OF SHARE BUY-BACK MANDATE<br />
THAT subject to the Companies Act, 1965, the Company's Memorandum and Articles of<br />
Association and all applicable laws, regulations and guidelines, and the approval of the relevant<br />
authorities, a renewal of mandate be and is hereby granted to the Company to purchase and<br />
hold such amount of ordinary shares of RM1.00 each ("Shares") in the Company as may be<br />
determined by the Directors of the Company from time to time through the <strong>Bursa</strong> <strong>Malaysia</strong><br />
Securities <strong>Berhad</strong> (“<strong>Bursa</strong> <strong>Malaysia</strong>”) upon such terms and conditions as the Directors may<br />
Resolution 1<br />
Resolution 2<br />
Resolution 3<br />
Resolution 4<br />
Resolution 5<br />
Resolution 6<br />
Resolution 7<br />
Resolution 8<br />
A N N U A L R E P O R T 2 0 0 3 105
106<br />
Notice of Annual General Meeting (Cont’d)<br />
deem fit in the interest of the Company provided that the aggregate number of Shares purchased<br />
and held as treasury shares does not exceed ten per centum (10%) of the total issued and<br />
paid-up share capital of the Company at any given point in time and that the amount to be<br />
utilised for the Proposed Purchases, which will be financed via internally-generated funds of<br />
the Group and/or external borrowings, will not exceed the retained reserve and/or share premium<br />
of the Company. The audited retained reserve and audited share premium of the Company as<br />
at 31 December 2003 were RM26,961,000 and RM20,000 respectively.<br />
AND THAT the Shares of the Company to be purchased will not be cancelled and are proposed<br />
to be retained as treasury shares or distributed as dividends or re-sold on the <strong>Bursa</strong> <strong>Malaysia</strong><br />
AND THAT the Directors of the Company be and are hereby empowered generally to do all<br />
acts and things to give effect to the Proposed Purchases AND FURTHER THAT such authority<br />
shall commence immediately upon the passing of this ordinary resolution until:-<br />
(i) the conclusion of the next Annual General Meeting of the Company at which time the<br />
authority shall lapse unless by resolution passed at the meeting, the authority is renewed,<br />
either conditionally or subject to condition; or<br />
(ii) the expiration of the period within which the next Annual General Meeting after that date<br />
is required to be held pursuant to Section 143(1) of the Companies Act, 1965; or<br />
(iii) revoked or varied by resolution passed by the shareholders of the Company at a general<br />
meeting,<br />
whichever is the earlier and, in any event, in accordance with the provisions of the <strong>Bursa</strong><br />
<strong>Malaysia</strong> Listing Requirements or any other relevant authorities.<br />
PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATED PARTY<br />
TRANSACTIONS OF A REVENUE OR TRADING NATURE<br />
THAT a renewal of mandate be and is hereby granted to allow the Group to enter into recurrent<br />
related party transactions of a revenue or trading nature as set out in the Circular to Shareholders<br />
dated 7 June 2004 with specific classes of Related Parties which are necessary and in the<br />
ordinary course of business and on terms not more favourable to the Related Parties than<br />
those generally available to the public and are not to the detriment of the minority shareholders<br />
AND THAT such mandate shall continue to be in force from the passing of this mandate until:-<br />
(i) the conclusion of the next Annual General Meeting at which time the mandate shall lapse<br />
unless by a resolution passed at the meeting, the authority is renewed; or<br />
(ii) the expiration of the period within which the next Annual General Meeting after that date<br />
is required to be held pursuant to Section 143(1) of the Companies Act, 1965; or<br />
(iii) revoked or varied by resolution passed by the shareholders of the Company at a general<br />
meeting,<br />
whichever is the earlier.<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)<br />
Resolution 9
Notice of Annual General Meeting (Cont’d)<br />
7. To transact any other business of which due notice shall have been given.<br />
BY ORDER OF THE BOARD<br />
Tan Mee Lian<br />
Ho Pui Yee<br />
Secretaries<br />
Kuala Lumpur<br />
7 June 2004<br />
Notes:<br />
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in<br />
his stead. A proxy need not be a member of the Company and does not need to comply with Section<br />
149(1)(b) of the Companies Act, 1965.<br />
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly<br />
authorised in writing or if such appointer is a corporation under its common seal or the hand of its attorney.<br />
3. The instrument appointing a proxy must be deposited at the Company's Registered Office at Box #377,<br />
9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur, <strong>Malaysia</strong> not less than 48 hours before the<br />
time appointed for holding the Meeting or at any adjournment thereat.<br />
4. Pursuant to Article 92 of the Articles of Association of the Company, fees payable to Directors shall not be<br />
increased except pursuant to a resolution passed at a general meeting, where notice of the proposed<br />
increase has been given in the notice convening the meeting. The Proposed Ordinary Resolution No. 3, if<br />
passed, will entitle each Non-Executive Director to an annual fee of RM24,000.<br />
Explanatory Notes on Special Business<br />
5. The Proposed Ordinary Resolution No. 7, if passed, will give the Directors of the Company the power to<br />
issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the<br />
Company for such purposes as the Directors consider would be in the interest of the Company. This<br />
authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of<br />
the Company.<br />
6. The Proposed Ordinary Resolution No. 8, if passed, will give the Directors of the Company the continuing<br />
authority to purchase the Company's own shares up to an amount not exceeding in total 10% of its issued<br />
share capital at any point in time upon such terms and conditions as the Directors may deem fit in the<br />
interest of the Company. This authority, unless revoked or varied by the Company at a general meeting,<br />
will expire at the next Annual General Meeting of the Company.<br />
7. The Proposed Ordinary Resolution No. 9, if passed, will provide the Company and its Group a continuing<br />
mandate to enter into recurrent related party transactions of a revenue or trading nature in compliance<br />
with Paragraph 10.09, Part E of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities <strong>Berhad</strong> Listing Requirements. The mandate,<br />
unless revoked or varied by the Company in a general meeting, will expire at the next Annual General<br />
Meeting of the Company.<br />
8. Details of the Proposed Ordinary Resolutions No. 8 and 9 are contained in the Circular to Shareholders<br />
dated 7 June 2004 accompanying this Annual Report 2003.<br />
A N N U A L R E P O R T 2 0 0 3 107
108<br />
Statement Accompanying Notice of<br />
Annual General Meeting<br />
1. The Directors standing for re-election are:-<br />
(a) Datuk Wong Kie Nai<br />
(b) Mr Loh Siew Choon<br />
Details of the Directors standing for re-election at the forthcoming Thirty-Second Annual General Meeting are set<br />
out in the Directors' Profile on pages 4, 5 and 6 of the Annual Report.<br />
2. Details of attendance of Directors at Board Meetings<br />
There were six(6) Board Meetings held during the financial year ended 31 December 2003. Details of attendance<br />
of the Directors are set out in the Directors’ Statement on Corporate Governance on page 10 of the Annual Report.<br />
3. Details of the Thirty-Second Annual General Meeting of W T K <strong>Holdings</strong> <strong>Berhad</strong><br />
The Thirty-Second Annual General Meeting of the Company will be held at 9th Floor, Wisma Central, Jalan Ampang<br />
50450 Kuala Lumpur, <strong>Malaysia</strong> on Tuesday, 29 June 2004 at 10.30 a.m.<br />
<strong>WTK</strong> HOLDINGS BERHAD (10141-M)
Form of Proxy<br />
W T K HOLDINGS BERHAD<br />
(10141-M) (Incorporated in <strong>Malaysia</strong>)<br />
I/We<br />
of<br />
being a member(s) of W T K HOLDINGS BERHAD hereby appoint<br />
of<br />
or failing him/her, the Chairman of the Meeting as my/our proxy, to vote for me/us and on my/our behalf at the<br />
Annual General Meeting of the Company to be held at 9th Floor, Wisma Central, Jalan Ampang, 50450 Kuala Lumpur,<br />
<strong>Malaysia</strong> on Tuesday, 29 June 2004 at 10.30 a.m. and at any adjournment thereat.<br />
My/Our proxy is to vote as indicated below:-<br />
No. Resolutions For Against<br />
1. Adoption of Audited Financial Statements and Reports for the year ended<br />
31 December 2003<br />
2. Approval of first and final dividend<br />
3. Approval for increase in Directors’ fees<br />
4. Re-election of Director – Article 96<br />
Datuk Wong Kie Nai<br />
5. Re-election of Director – Article 96<br />
Mr Loh Siew Choon<br />
6. Re-appointment of Messrs Ernst & Young as Auditors and authorising<br />
Directors to fix their remuneration<br />
7. Authority to issue shares pursuant to Section 132D of the Companies Act, 1965<br />
8. Proposed Renewal of Share Buy-Back Mandate<br />
9. Proposed Renewal of General Mandate for Recurrent Related Party<br />
Transactions of a Revenue or Trading Nature<br />
Please indicate with an “X” in the appropriate spaces how you wish your votes to be casted. If you do not indicate<br />
how you wish your proxy to vote on any resolutions, the proxy will vote as he thinks fit or, at his discretion abstain<br />
from voting.<br />
Number of Shares Held<br />
Signed this day of ,2004<br />
Notes:<br />
Signature/Common Seal of Appointer<br />
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a<br />
member of the Company and does not need to comply with Section 149(1)(b) of the Companies Act, 1965.<br />
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or if such<br />
appointer is a corporation under its common seal or the hand of its attorney.<br />
3. The instrument appointing a proxy must be deposited at the Company's Registered Office at Box #377, 9th Floor, Wisma Central, Jalan Ampang,<br />
50450 Kuala Lumpur, <strong>Malaysia</strong> not less than 48 hours before the time appointed for holding the Meeting or at any adjournment thereat.<br />
A N N U A L R E P O R T 2 0 0 3 109
Please fold here<br />
Please fold here<br />
The Company Secretaries<br />
W T K <strong>Holdings</strong> <strong>Berhad</strong> (10141-M)<br />
Box #377, 9th Floor, Wisma Central<br />
Jalan Ampang<br />
50450 Kuala Lumpur<br />
<strong>Malaysia</strong><br />
Stamp/Setem
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