PERSTIM AnnualReport2013
PERSTIM AnnualReport2013
PERSTIM AnnualReport2013
contents
Five Year Financial Highlights
Corporate Information
Directors Profile
4 -7
Chairmans Statement
9 - 16
17 - 18
19 - 22
23
Directors Report
24 - 26
27
28 - 29
30
31
32
33
34 - 35
36 - 65
66
Shareholders Information
67 - 68
69 - 70
Proxy Form
71
2013
2012
2011
2010
2009
RM000
RM000
RM000
RM000
RM000
655,518
801,014
853,350
819,577
985,746
32,888
41,349
83,548
99,969
39,742
26,684
35,188
65,917
77,597
32,252
Revenue
30.00
30.00
30.00
30.38
19.50
99,305
99,305
99,305
99,305
99,305
Shareholders fund
319,260
317,545
313,593
294,903
252,374
381,708
383,070
398,700
377,356
421,788
12,887
9,351
39,530
9,777
107,882
Share capital
Total Borrowing
Earning per share (sen)
Net assets backing per share (RM)
27
35
66
78
33
3.21
3.20
3.16
2.97
2.54
3.21
3.20
3.16
2.97
78
2.54
66
35
33
2010
2011
2012
RM
27
2013
2009
2010
2011
2012
2013
2009
2011
2012
32,888
RM000
26,684
41,349
2010
35,188
65,917
83,548
77,597
2013
RM000
39,742
655,518
2012
801,014
853,350
819,577
985,746
2009
2011
99,969
Revenue
2010
32,252
2009
Sen
2013
CORPORATE INFORMATION
Executive Directors
Auditors
Messrs KPMG
Level 14 Menara Ansar
65 Jalan Trus
80000 Johor Bahru
Tel: (60-7) 2242870
Fax: (60-7) 2248055
Principal Bankers
Independent Non-Executive Directors
Tan Sri Ab. Rahman bin Omar (Chairman)
Yusuf bin Jamil
Harun bin Ismail
Ng Tuan Hoo
Hiroshi Sumino
Company Secretaries
Liew Irene (MAICSA 7022609)
Chan Su San ( MAICSA 6000622)
Registered Office
Suite 17.4B 17.5 Level 17
Menara Weld
76 Jalan Raja Chulan
50200 Kuala Lumpur
Tel: (60-3) 20702793
Fax: (60-3) 20324552
Registrars
Symphony Share Registrars Sdn Bhd (378993-D)
Level 6 Symphony House
Block D13 Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor
Tel: (60-3) 78418000
Fax: (60-3) 78418008
Audit Committee
Harun bin Ismail
Ng Tuan Hoo
Rin Nan Yoong
Remuneration Committee
Ng Tuan Hoo
Harun bin Ismail
Rin Nan Yoong
Hiroshi Sumino
Nomination Committee
Yusuf bin Jamil
Harun bin Ismail
Ng Tuan Hoo
Rin Nan Yoong
DIRECTORS PROFILE
Hiroshi Kume
A Japanese with Malaysian permanent resident status, aged 68 years, was first appointed to the Board of Directors of
Perstima from April 1980 to 1985 and subsequently reappointed in September 1991 until August 1996. He was appointed
as the Managing Director of Perstima on 13 January 1998 until 31 October 2007. He was re-designated as Executive
Deputy Chairman of Perstima on 1 November 2007. He has attended all four Board meetings held during the financial
year.
He holds a Political Science Degree from Waseda University, Tokyo, Japan. He joined Kawasho Corporation in 1967 and
was made a General Manager of Kawasho Corporation for the Kuala Lumpur branch in 1980 to 1985 before being
assigned to the Los Angeles branch of Kawasho Corporation in 1985. He was assigned as President in Vest Inc., a tubular
manufacturer in Los Angeles from 1986 to 1991. He resigned from Kawasho Corporation in March 1997. He has no conflict
of interest with the Company, has no family relationship with any directors or major shareholders of the Company and has
no convictions for offences within the past ten years other than for traffic offences, if any.
He is deemed to have an interest in the shares of Perstima by virtue of his 49.99% shareholdings in Versalite Sdn. Bhd.,
a major shareholder of Perstima.
Shigeki Tashiro
A Japanese, aged 58 years, was first appointed to the Board of Directors of Perstima on 23 May 2007 as Deputy Managing
Director. He was re-designated as Managing Director of Perstima on 1 November 2007. He graduated from the Faculty of Law,
Kobe University, Japan in 1977. He has attended all four Board meetings held during the financial year.
He joined Kawasaki Steel Corporation, Japan in 1977 and held various senior positions particularly in the pipe & tube export
Department. In year 1990 to 1994, he was seconded to Kawasaki Steel Corporation London before he was back with Kawasaki
Steel Corporation Japan. Subsequently, he was seconded again to Kawasaki Steel Corporation London as General Manager in
year 2001 till 2003. In April 2003, he was with JFE Steel Corporation, Head Office (after the merger of Kawasaki Steel
Corporation & NKK Corporation) and was assigned as General Manager of Pipe & Tube Export Department before he joined
Perstima as Special Advisor in April 1, 2007. He has no conflict of interest with the Company, no family relationship with any
directors or major shareholders of the Company and has no convictions for offences within the past ten years other than for traffic
offences, if any.
He has resigned as Director and Managing Director on 17 June 2013 as he has been transferred back to Japan.
Koichi Sawada
A Japanese, aged 48 years, was first appointed to the Board of Directors of Perstima on 16 April 2013 as Deputy Managing
Director. He graduated from the Faculty of Business Administration, Aoyama Gakuin University, Japan in 1990.
He joined Kawasho Corporation Tokyo, Japan in 1990 and held various senior positions particularly in the Plant & Machinery
Group. In year 1994 to 2000, he was seconded to Kawasho Corporation Kuala Lumpur Branch as Manager of Plant & Machinery
Department before he was transferred back to Kawasho Corporation Tokyo Japan as Assistant Manager of Steel Plant Export
Group. Subsequently, in May 2003, he was seconded to Perstima (Vietnam) Co., Ltd. as Deputy General Manager of Corporate
Affairs. In July 2007, he was with JFE Shoji Trade Corporation Tokyo, Head Office and was assigned as Manager of Cold Rolled
& Coated Steel Section. He was promoted as General Manager of Sheet & Strip Overseas Department in December 2011. He
has no conflict of interest with the Company, no family relationship with any directors or major shareholders of the Company and
has no convictions for offences within the past ten years other than for traffic offences, if any.
Hiroshi Sumino
A Japanese, aged 68 years, was re-designated as Independent Non Executive Director on 3 May 2013. He was first appointed
as the Deputy Managing Director of Perstima from February 1989 to December 1992 and was reappointed as Deputy Managing
Director on 31 October 1998 till 31 March 2010. He was re-designated as Non-Independent Non-Executive Director on 1 April
2010. He is a member of the Remuneration Committee of the Company. He has attended all four Board meetings held during the
financial year. He graduated from the Department of Economics, Osaka City University, Japan with a degree in Economics.
He joined Kawasho Corporation in 1967 and was appointed as Deputy Manager of Finance and Accounts Department of Perstima
in 1985 and later as the Deputy Managing Director of Perstima in 1989. In 1997, he was appointed as Executive Vice-President
and Treasurer of Yokohama Tire Philippines Inc., Philippines. He resigned from Kawasho Corporation in April 2004. He has no
conflict of interest with the Company, no family relationship with any directors or major shareholders of the Company and has no
convictions for offences within the past ten years other than for traffic offences, if any.
He has direct shareholding of 300,000 ordinary shares of RM1.00 each in the Company.
DIRECTORS PROFILE
Ng Tuan Hoo
A Malaysian, aged 61 years, was first appointed to the Board of Directors of Perstima on 11 June 2001 as Independent
Non-Executive Director until to date. He is the Chairman of the Remuneration Committee since October 2001 and is a member
of the Audit Committee and Nomination Committee of the Company. He has attended all four Board meetings held during the
financial year. He is a member of the Malaysian Institute of Accountants, Fellow of the Association of Chartered Certified
Accountants United Kingdom, and Fellow of the Chartered Tax Institute of Malaysia.
He had previously worked with the Chartered Accountants Firm, Lim Ali & Co. (now merged with an international firm and
operating under the name of Ernst & Young). He has gained a wide spectrum of invaluable experience in auditing and special
assignments with the Chartered and Certified Public Accountants firms in both Malaysia and the United Kingdom. He has also
gained invaluable experience in manufacturing activities and cooperatives. Currently, he operates his own firm and associate
company providing various corporate services. He has no conflict of interest with the Company, no family relationship with any
directors or major shareholders of the Company and has no convictions for offences within the past ten years other than for traffic
offences, if any.
CHAIRMANS STATEMENT
On behalf of the Board of Directors, I am pleased to present the Annual Report and Audited Financial Statements of Perusahaan
Sadur Timah Malaysia (PERSTIMA) Berhad (Perstima or the Company), and its subsidiaries (the Group) for the financial
year ended 31 March 2013.
Dividend
An interim dividend of 13.5 sen per ordinary share of RM1.00 each less 25% income tax in respect of the financial year ended 31
March 2013 was paid on 7 December 2012. The Board has recommended a final dividend of 26.5 sen per ordinary share of
RM1.00 each less 25% income tax for the financial year ended 31 March 2013.
Acknowledgement
On behalf of the Board, I wish to express my deep appreciation to the Management and employees for their hard work and
dedication. I also wish to thank our shareholders, customers, bankers, suppliers, business associates and relevant Government
authorities for their support and confidence in us. Finally, I would also like to record my appreciation to my fellow colleagues on
the Board for their invaluable contribution and support throughout the year.
The Board of Directors (Board) is committed to ensure that the high standards of corporate governance are observed
throughout the Group in order to achieve the highest standard of accountability, transparency and integrity with the objective of
safeguarding shareholders investment and ultimately enhancing shareholders value.
The Board recognizes the importance of corporate governance and is committed and supportive of the application of the Principles
and recommendations of corporate governance as set out in the Malaysian Code of Corporate Governance 2012 (the Code) in
discharging its responsibilities in achieving the above objectives by taking various measures to enhance its corporate governance
practices. Any areas where the Group has not observed with the Code including the reasons are explained in this report.
Principles Statement
The following statement sets out how the Company has applied the principles of good corporate governance and compliance with
the best practices as set out in the Code.
Audit Committee
The Members of the Audit Committee during the financial year were:
Harun bin Ismail
Ng Tuan Hoo
Remuneration Committee
The Members of the Remuneration Committee during the financial year were:
Ng Tuan Hoo
Hiroshi Sumino
Nomination Committee
The Nomination Committee consists entirely Independent Non-Executive Directors. The Members of the Committee during the financial
year were:
Yusuf bin Jamil
Ng Tuan Hoo
All committees have written terms of reference and the Chairman of the various committees will report to the Board on the outcome of
the Committee meetings and such reports are incorporated in the minutes of the full Board meeting. These committees are formed in
order to enhance business and operational efficiency as well as efficacy. As the composition of the Board will be changed after the
conclusion of the Thirty Fifth Annual General Meeting (35th AGM) , the Board is seeking suitable candidates to be appointed as
Independent Non-Executive Directors and/or Senior Independent Non-Executive Director of the Company.
Board Charter
The Board Charter as a main source of reference and primary induction literature, providing insights to prospective Board member. The
core areas of the Board Charter include the following:a) Board of Director which consists of Board of Directors Statement, compositions, meeting and resources, chair, responsibilities and others
b) Boards Committees which consists of Boards Committees Statement, compositions, meeting, chair, responsibilities and others
c) Corporate Governance
10
STRENGTHEN COMPOSITION
Develop, Maintain and Review Criteria for Recruitment and Annual Assessment of Directors
The Nomination Committee is responsible for making recommendations to the Board on new candidates for directorships and Board
Committees for its consideration and implementation. The committee will also assist the Board in reviewing the required mix of skills and
experience of the both Executive and Non-Executive Directors.
The Board appoints its members through a formal and transparent selection process. The process has been reviewed, approved and
adopted by the Board. New appointees will be considered and evaluated by the Nomination Committee. The Committee will then
recommend the candidates for approval and subsequent appointment by the Board. The Company Secretary will ensure that all
appointments are properly made, that all information necessary is obtained, as well as all legal and regulatory obligations are met.
The Nomination Committee was satisfied with the performance and effectiveness of the Board and Board Committees.
The Board evaluation comprises an Assessment on Mix of Skills and Experience of each Directors, an individual Directors self and peer
evaluation, Evaluation of Competency of Directors, an assessment of Character, Experience, Integrity, Competence and Time
Commitment for individual directors and Chief Financial Officer, an evaluation in respect of the effectiveness of the Committees of the
Board and an assessment of independence of Independent Directors.
In accordance with the Companys Articles of Association, all directors appointed by the Board are subject to re-election by the
shareholders at the first Annual General Meeting (AGM) after their appointment and one-third of the remaining existing Directors are
required to submit themselves for re-election by rotation at least once in every three years at each AGM. The Directors to retire in every
year shall be those who have been longest in office since their last election. These provide an opportunity for the shareholders to renew
their mandates. The re-election of each Director is voted on separately.
Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section
129(6) of the Companies Act, 1965.
Currently, the Board does not consider it necessary to nominate a Senior Independent Non-Executive Director to whom concerns may
be conveyed as the Company has created a special email address at [email protected] specifically for the purpose whereby
shareholders or other parties may direct any queries or concerns pertaining to the Group. Such queries will be reviewed and addressed
by the Board accordingly.
Remuneration Policies
The Remuneration Committee is responsible for developing the remuneration framework and remuneration packages of the
Executive Directors and recommending the same to the Board for approval. The Executive Directors are remunerated based on
his experience, responsibilities and performance. The Board as a whole will endorse the remuneration packages of
Non-Executive Directors including that of the Non-Executive Chairman. Directors fees are endorsed by the Board for approval
by the shareholders of the Company at the AGM.
The aggregate remuneration of the Directors for the financial year ended 31 March 2013 were as follows: -
Executive Directors
Non-Executive Directors
------------------------------------------------------RM000-----------------------------------------------------Fees
Emoluments
Benefit in-kind
Total
230
1,575
107
1,912
454
130
-584
As at 31 March 2013, the number of Directors whose remuneration fall within the following bands are: Remuneration Bands (RM)
Executive Directors
0 50,000
Non-Executive Directors
1
50,001 - 100,000
150,001 - 200,000
200,001 - 250,000
500,001 - 550,000
600,001 - 650,000
750,000 - 800,000
1
1
1
The details of the remuneration for each Director are not presented for harmonisation purposes.
11
REINFORCE INDEPENDENCE
FOSTER COMMITMENT
Time Commitment
The Board has a formal schedule of the matters reserved to itself for decision, which includes the overall company strategy and
direction, investment policy, approval for major capital expenditure projects, consideration of significant financial matters, and it
reviews the financial and operating performance of the Group.
To facilitate the Directors time planning, an annual meeting calendar is prepared and circulated to them before beginning of every
year. The Board is satisfied with the level of time commitment given by the Directors towards fulfilling their roles and responsibilities
as Director of the Company.
The Board ordinarily meets at least four (4) times a year at quarterly intervals with additional meetings convened when urgent and
important decisions need to be taken between the scheduled meetings. During the financial year, the Board met on four (4)
occasions, where it deliberated upon and considered a variety of matters including the Companys financial results, major
investments, strategic decisions, business plan and direction of the Group.
12
Designation
4/4
Hiroshi Kume
4/4
Managing Director
4/4
Shigeki Tashiro
Koichi Sawada *
Executive Director
4/4
Hiroshi Sumino
4/4
4/4
Ng Tuan Hoo
4/4
4/4
4/4
Not Applicable
Mr Shigeki Tashiro has resigned as Director and Managing Director of the Company on 17 June 2013.
* Mr Koichi Sawada was appointed as Deputy Managing Director of the Company on 16 April 2013, which is after the financial year
ended 31 March 2013.
# Mr Hiroshi Sumino was redesignated from Non-Independent Non-Executive Director to Independent Non-Executive Director on 3 May 2013.
The Board receives Board papers on the matters requiring its consideration prior to and in advance of each meeting. The Board
papers are comprehensive and encompass both quantitative and qualitative factors so that informed decisions are made. All
proceedings from the Board meetings are minuted and signed by the Chairman of the meeting.
The Board had set a policy for Directors to notify the Chairman of the Board before accepting any new directorships in other public
listed Companies. This is to obtain the commitment from Directors to perform his duties and responsibilities in the Company.
Designation
Ng Tuan Hoo
4/4
4/4
Directors training
The Board through the Nomination Committee ensures that it recruits to the Board only individuals of sufficient caliber, knowledge
and experience to fulfill the duties of a Director appropriately. An orientation and education programme had been provided for the
new Board members and all the members of the Board have attended the Mandatory Accreditation Programme (MAP).
The Directors are also required to attend courses from time to time to equip themselves to effectively discharge their duties and to
further enhance their skill and knowledge where relevant.
Directors are encouraged to attend talks, seminars, workshops, conferences and other training programmes to update themselves
on the new developments in the business environment. Seminars and conferences organized by the relevant regulatory authorities
and professional bodies on areas relevant to the Directors responsibilities and corporate governance issues, as well as on
changes to statutory requirements and regulatory guidelines, are informed to the Directors, for their participation.
Pursuant to paragraph 15.08(2) and Appendix 9C (Part A, paragraph 28) of the Main Market Listing Requirements of Bursa
Securities, the Directors continue to undergo relevant courses and seminars. During the financial year ended 31 March 2013, all
the Directors had attended group training on Malaysian Code on Corporate Governance 2012 and part of the Directors had visited
the Solar plant in Taman Technology, Senai, Johor and Solar farm in Pontian, Johor which was organized by the Company to
enable the Directors to observe and understand the process of power generation. Individually, some of the Directors have also
attended seminars and training programmes to further enhance their skills and knowledge.
Seminars and training programmes attended by the Directors during the financial year are as follows:
i)
ii)
iii)
iv)
Economic Outlook
Latest development on Tax Regulations
2013 budget seminar
Invest Malaysia 2012
13
14
OTHER INFORMATION
Material Contracts
As at 31 March 2013, save as disclosed below, there were no material contracts entered into by the Company involving Directors
and major shareholders interests. JFE Shoji Trade Corporation is a substantial shareholder of the Company and none of the
Companys Directors have any interest in JFE Shoji Trade Corporation:
Date
Party
Nature
Total contract
Term
(RM000)
Feb and Mar 2013
Supply of
Corporation
Raw
23,252
Contract outstanding
(RM000)
Cash
12,399
Materials
15
320,138
2,665
Sale of tinplates
1,149
Sale of tinplates
164
Sale of tinplates
398
Sale of tinplates
1,816
The above transactions have been entered into in the ordinary course of business and have been established under negotiated
terms.
Non-Audit Fees
The amount of non-audit fees paid and payable to the external auditors by the Company for the financial year ended 31 March 2013
amounted to RM24,000.00
Sanctions/Penalties
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or management by the relevant
regulatory bodies during the financial year.
16
TERMS OF REFERENCE
1. OBJECTIVES
The objective of the Audit Committee is to assist the Board of Directors in meeting its responsibilities relating to accounting and
reporting practices of the Company and its subsidiary companies.
In addition, the Audit Committee shall:
a)
Oversee and appraise the quality of the audits conducted both by the Company's internal and external auditors;
b)
Maintain open lines of communication between the Board of Directors, the internal auditors and the external auditors for
the exchange of views and information, as well as to confirm their respective authority and responsibilities; and
c)
Determine the adequacy of the Group's administrative, operating and accounting controls.
2. COMPOSITION
The Audit Committee shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of
Directors) which fulfils the following requirements:
a)
b)
c)
d)
All members of the audit committee should be financially literate and at least one member of the audit committee: i)
ii)
If he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years working experience and:
he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act, 1967; or
he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act, 1967; or
iii)
e)
he must be a person who fulfills the requirements as may be prescribed or approved by Bursa Malaysia Securities
Berhad and / or such other relevant authorities from time to time.
No alternate Director of the Board shall be appointed as a member of the Audit Committee.
The members of the Audit Committee shall elect a chairman from among their number who shall be an independent director.
In the event of any vacancy in the Audit Committee resulting in the non-compliance of item 2 (a) to (e) above, the vacancy must be
filled within 3 months of that event.
The Board of Directors must review the term of office and performance of the Audit Committee and each of its members at least
once every 3 years to determine whether the Audit Committee and members have carried out their duties in accordance with the
terms of reference.
19
3.
FUNCTIONS
To review the following and report the same to the Board of Directors:
i)
ii)
with the external auditors, his evaluation of the system of internal controls;
any related party transaction and conflict of interest situation that may arise within the Company or group including any
transaction, procedure or course of conduct that raises questions of management integrity.
b)
To consider the appointment of the external auditors, the audit fee and any questions of resignation or dismissal and the letter
of resignation from the external auditors, if applicable;
c)
To discuss with the external auditors before the audit commences, the nature and scope of the audit, and ensure co-ordination
where more than one audit firm is involved;
d)
To review the quarterly and year-end financial statements of the Company, focusing particularly on:
e)
To discuss problems and reservations arising from the interim and final audits, and any matter the auditors may wish to discuss
(in the absence of management where necessary);
f)
g)
Review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the
necessary authority to carry out its work;
Review the internal audit programme and results of the internal audit process and where necessary, ensure that
appropriate action are taken on the recommendations of the internal audit function;
Review any appraisal or assessment of the performance of members of the internal audit function;
Approve any appointments or termination of senior staff members of the internal audit function;
Take cognisance of resignation of internal audit staff members and provide the resigning staff member an opportunity to
submit his reasons for resigning.
h)
i)
To ensure the internal audit function is independent of the activities it audits and the head of internal audit reports directly to
the Audit Committee. The head of internal audit will be responsible for the regular review and/or appraisal of the effectiveness
of the risk management, internal control and governance processes within the Company; and
j)
To consider other areas as defined by the Board or as may be prescribed by Bursa Malaysia Securities Berhad or any other
relevant authority from time to time.
20
4.
The Audit Committee shall, wherever necessary and reasonable for the Company to perform its duties, in accordance with a
procedure to be determined by the Board of Directors and at the cost of the Company:
a)
b)
c)
have full and unrestricted access to any information pertaining to the Company and Group;
d)
have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;
e)
f)
be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other Directors
and employees of the Company, whenever deemed necessary.
The chairman of the Audit Committee shall engage on a continuous basis with senior management, such as the chairman, the chief
executive officer, the finance director, the head of internal audit and the external auditors in order to be kept informed of the matters
affecting the Group.
5.
MEETINGS
The Audit Committee shall meet at least 4 times a year and such additional meetings as the Chairman shall decide in order to fulfill
its duties. However, at least twice a year the Audit Committee shall meet with the external auditors without executive Board
members present.
In addition, the Chairman may call a meeting of the Audit Committee if a request is made by any committee member, the
Company's Chief Executive, or the internal or external auditors.
The Company Secretary or other appropriate senior official shall act as secretary of the Audit Committee and shall be responsible,
in conjunction with the Chairman, for drawing up the agenda and circulating it, supported by explanatory documentation to
committee members prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, and circulating them to
committee members and to the other members of the Board of Directors.
A quorum shall consist of a majority of independent directors.
By invitation of the Audit Committee, the Company must ensure that other directors and employees attend any particular audit
committee meeting specific to the relevant meeting.
Reviewed the external auditors scope of work and audit plan for the financial year.
b)
Reviewed with the external auditors the results of the audit and the audit report, management letter and managements response.
c)
Considered and recommended to the Board for approval, the audit fee payable to the external auditors.
d)
Met with the external auditors twice during the year without the presence of the management and executive Board members.
e)
Reviewed the annual report and the audited financial statements of the Company prior to submission to the Board for their
consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with
the provisions of the Companies Act, 1965 and the applicable approved accounting standards approved by the regulatory
authorities.
f)
Discussed the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and its Practice Notes, particularly on
the Malaysian Code on Corporate Governance and the Statement on Internal Control.
21
g)
Reviewed the quarterly unaudited financial results announcements before recommending them for the Boards approval. The
review and discussions were conducted with the Management.
h)
Reviewed the Companys procedures in respect of the recurrent related party transactions to ascertain that the procedures
were sufficient to ensure that the related party transactions were not more favourable to the related parties than those
generally available to the public and not detrimental to the minority shareholders.
i)
Updated and advised the Board on the latest changes and pronouncements that may be issued by the accountancy, statutory
and regulatory bodies.
j)
Reported to and updated the Board on significant issues and concerns discussed during the Committee meetings and where
appropriate made the necessary recommendations to the Board.
k)
Reviewed the effectiveness of the risk management system and risk assessment reports from Group Risk Management Committee.
Significant risk issues were summarised and communicated to the Board for consideration and resolution.
l)
Reviewed the internal audit programme and plan for the year under review.
m) Reviewed the internal audit reports and actions taken by the management to improve on the internal controls system.
n)
Met with the Internal auditors twice during the financial year without presence of the management or executive Board members.
The individual members attendance of the meetings held during the financial year ended 31 March 2013 were as follows:
Members
Harun bin Ismail
Designation
Chairman/Independent Non-Executive Director
Ng Tuan Hoo
4/4
4/4
22
BOARDS RESPONSIBILITIES
The Board recognises that it is responsible for the Groups system of internal control and for reviewing its adequacy and integrity.
As with any internal control system, controls can only provide reasonable but not absolute assurance against material
misstatement or loss, as it is designed to manage rather than eliminating the risk of failure to achieve business objectives.
The Board has received assurance from the Managing Director, the Deputy Managing Director and the Deputy General Manager
that the Groups risks management and internal control system is operating adequately and effectively in all material aspect based
on the risk management and internal control system of the Group.
INTERNAL AUDIT
The Board recognises the need for an internal audit function and has engaged the services of an independent professional
accounting and consulting firm to provide the assurance it requires on the effectiveness as well as the adequacy and integrity of
the Groups systems of internal control. The Board has established that the internal audit functions are independent of the
activities or operations of the operating units and report directly to the Audit Committee. Scheduled meeting of the internal auditor
and Audit Committee were conducted to ensure the appropriateness of the scope and objective of each cycle audit.
The internal audit adopts a risk-based approach in developing its audit plan which addresses the core auditable areas of the Group
based on the risk profile established by the Risk Management Committee. Scheduled internal audits are carried out by the internal
auditors based on the audit plan and programmes, and revised plan and programmes if any, presented to and approved by the
Audit Committee to provide independent and objective reports on the state of internal control of the operating units. The audit
focuses on areas with high risk as well as areas identified with inadequate controls to ensure the effectiveness of the controls in
mitigating those risks in the detailed risk registers. The internal auditors also follow up with the management in the implementation
of action plans recommended to improve areas where control deficiencies identified during the internal audits.
INTERNAL CONTROL
The Groups internal controls, amongst others include:Annual Budget
The Board has reviewed and approved the Groups budget for the year including major capital expenditure. As part of the
budgeting process, the Group considers both internal and external risk factors that may affect the Groups profitability. This
includes analysing the Groups historical performance, competitors, customers requirements and customers business trends,
production capacity and other internal resources. At each quarterly Audit Committee Meetings and Board meetings, actual
performance and results were monitored against budgets, with reasons for significant variances identified and highlighted to the
Board for the appropriate corrective measures.
Financial Limits And Approving Authority
The Company has a policy on the financial limits and approving authority for its revenue and expenditure, and capital expenditure
with appropriate approving authority thresholds to ensure all revenue and expenditure, and capital expenditure are in line with the
Groups strategic objectives.
Other Control Processes
The Board recognises the importance of maintaining a control conscious culture throughout the Group. The Groups organisation
structure, including the Vietnam operations, identifies the heads of each department, supervisors and their subordinates. The
structure enables a clear reporting line from worker level up to the Board. The Board formally communicates its expectation
throughout the Group through various formal documents such as the Guidelines for Rules, Regulation and Work Instructions,
Responsibility Statements, Lines of Authority, ISO Policies & Procedures, Safety Policy & Manual and the Employees Code of
Ethics. The Boards expectations are also communicated informally throughout the Group through the Executive Directors who are
actively involved in the operations of the Group.
The Board of Directors
Perusahaan Sadur Timah Malaysia (PERSTIMA) Berhad
5 June 2013
23
DIRECTORS REPORT
For the year ended 31 March 2013
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 March 2013.
Principal activities
The principal activities of the Company consist of those relating to the manufacturing and sale of tinplates. The principal activities
of its subsidiaries are disclosed in Note 5 to the financial statements. There has been no significant change in the nature of these
activities during the financial year.
Results
Group
RM000
Company
RM000
26,684
20,078
Dividends
Since the end of the previous financial year, the Company paid:
i)
a final dividend of 20 sen per ordinary share less tax at 25% totalling RM14,895,000 (15.00 sen net per ordinary share) in
respect of the year ended 31 March 2012 on 8 August 2012; and
ii)
an interim dividend of 13.5 sen per ordinary share less tax at 25% totalling RM10,055,000 (10.13 sen net per ordinary share)
in respect of the year ended 31 March 2013 on 7 December 2012.
The Directors proposed a final dividend of 26.5 sen per ordinary share less tax at 25% totalling RM19,736,813 (19.88 sen net per
ordinary share) in respect of the year ended 31 March 2013 subject to the approval of the shareholders at the forthcoming Annual
General Meeting. These financial statements do not reflect this proposed final dividend, which will be accounted for in
shareholders equity as an appropriation of retained earnings in the year ending 31 March 2014.
24
Name of Directors
Company
Mr. Hiroshi Kume
En. Ab. Patah bin Mohd
Mr. Hiroshi Sumino
Mr. Rin Nan Yoong
Interest
At
1 April
2012
Bought
Sold
At
31 March
2013
Deemed
Direct
Direct
Direct
Deemed
32,617,544
100
300,000
44,000
32,617,544
------
------
32,617,544
100
300,000
44,000
32,617,544
By virtue of their substantial interests in the shares of the Company, Mr. Hiroshi Kume and Mr. Rin Nan Yoong are also deemed
interested in the shares of the subsidiaries.
None of the other Directors holding office at 31 March 2013 had any interest in the shares of the Company and of its related
corporations during the financial year.
Directors benefits
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the
financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which
the Director is a member, or with a company in which the Director has a substantial financial interest.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
Issue of shares
There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.
25
Auditors
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Hiroshi Kume
Johor Bahru
5 June 2013
26
Koichi Sawada
STATEMENT BY DIRECTORS
STATUTORY DECLARATION
Hiroshi Kume
Koichi Sawada
Johor Bahru,
5 June 2013
Before me:
Norani Bt. Hj Khalid
Commissioner For Oaths
No. J-140
27
28
Other Matters
As stated in Note 1(a) to the financial statements, Perusahaan Sadur Timah Malaysia (Perstima) Berhad adopted Malaysian Financial
Reporting Standards (MFRS) and International Financial Reporting Standards (IFRS) on 1 April 2012 with a transition date of 1 April
2011. These standards were applied retrospectively by the Directors to the comparative information in these financial statements,
including the statements of financial position as at 31 March 2012 and 1 April 2011, and the statements of comprehensive income,
changes in equity and cash flows for the year ended 31 March 2012 and related disclosures. We were not engaged to report on the
comparative information that is prepared in accordance with MFRS and IFRS, and hence it is unaudited. Our responsibilities as part of
our audit of the financial statements of the Group and of the Company for the year ended 31 March 2013 have, in these circumstances,
included obtaining sufficient appropriate audit evidence that the opening balances as at 1 April 2012 do not contain misstatements that
materially affect the financial position as of 31 March 2013 and financial performance and cash flows for the year then ended.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in
Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
KPMG
Firm Number: AF 0758
Chartered Accountants
Johor Bahru
5 June 2013
29
N ote
31.3.2013
R M 000
G r oup
31.3.2012
R M 000
3
4
5
6
111,365
3,913
-452
122,566
4,036
-154
93,364
3,685
-296
63,325
-35,400
--
68,366
-35,400
--
48,003
-30,400
--
115,730
126,756
97,345
98,725
103,766
78,403
102,729
53,897
-11
109,341
127,585
60,509
-9,887
58,333
144,284
80,578
-698
75,795
60,032
37,962
19,591
11
71,961
80,988
39,934
23,942
8,911
45,157
86,713
56,694
16,419
-60,901
265,978
256,314
301,355
189,557
198,932
220,727
Total assets
381,708
383,070
398,700
288,282
302,698
299,130
Equity
Share capital
Reserves
99,305
219,955
99,305
218,240
99,305
214,288
99,305
152,354
99,305
157,226
99,305
159,947
Assets
Property, plant and equipment
Prepaid lease payments
Investments in subsidiaries
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Due from subsidiaries
Tax recoverable
Cash and cash equivalents
7
8
9
10
1.4.2011
R M 000
31.3.2013
R M 000
C ompany
31.3.2012
R M 000
1.4.2011
R M 000
Equity attributable to
owners of the Company/
Total equity
11
319,260
317,545
313,593
251,659
256,531
259,252
Liabilities
Deferred tax liabilities/
Total non-current
liabilities
5,247
5,141
3,103
5,247
5,141
3,103
12
9
13
44,299
-12,887
15
51,031
-9,351
2
39,428
-39,530
3,046
27,323
704
3,349
--
40,505
521
---
33,729
--3,046
57,201
60,384
82,004
31,376
41,026
36,775
Total liabilities
62,448
65,525
85,107
36,623
46,167
39,878
381,708
383,070
398,700
288,282
302,698
299,130
30
2013
RM000
Group
2012
RM000
Company
2013
2012
RM000
RM000
655,518
801,014
435,587
557,679
( 606,379
(740,964)
(407,094)
(512,666)
Gross profit
49,139
60,050
28,493
45,013
Other income
Distribution expenses
Administrative expenses
Other expenses
3,220
(11,073)
(7,926)
(2,005)
3,700
(11,983)
(8,033)
(2,265)
9,134
(6,985)
(6,676)
(247)
4,418
(7,354)
(6,748)
(250)
31,355
41,469
23,719
35,079
Note
Revenue
Goods sold
Cost of goods sold
Finance income
Finance costs
1,994
(461)
1,533
1,615
(1,735)
1,574
(104)
1,158
(293)
(120)
1,470
865
14
32,888
41,349
25,189
35,944
Tax expense
15
(6,204)
(6,161)
(5,111)
(5,894)
26,684
35,188
20,078
30,050
1,535
--
--
26,665
36,723
20,078
30,050
26.9
35.4
(19)
16
31
Note
Group
99,305
(40,701)
254,989
313,593
--
1,535
--
1,535
--
--
35,188
35,188
--
1,535
35,188
36,723
--
--
(32,771)
(32,771)
99,305
(39,166)
257,406
317,545
--
(19)
--
--
--
26,684
26,684
--
(19)
26,684
26,665
--
--
(24,950)
(24,950)
99,305
(39,185)
259,140
319,260
At 1 April 2011
17
At 31 March 2012
(19)
17
32
Note
Company
At 1 April 2011
99,305
159,947
259,252
--
30,050
30,050
--
(32,771)
(32,771)
99,305
157,226
256,531
--
20,078
20,078
--
(24,950)
(24,950)
152,354
251,659
17
At 31 March 2012
Profit for the year/
Total comprehensive income
for the year
Contributions by and distributions
to owner of the Company
Dividend to owner of the Company/
Total transactions with owners
of the Company
At 31 March 2013
17
99,305
33
Group
Note
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
32,888
41,349
25,189
35,944
(1,992)
16,918
461
61
3,934
13,724
1,735
527
(2,279)
9,548
104
--
1,594
7,809
293
238
-(57)
248
(378)
(1,994)
--
28
-497
(1,101)
(1,615)
--
-(46)
248
-(1,574)
(6,292)
26
-11
-(1,158)
--
46,155
59,078
24,898
44,757
26,848
6,565
-(1,102)
12,765
20,146
-4,824
23,235
1,724
4,534
(7,552)
4,131
16,749
(7,240)
(3)
78,466
96,813
46,839
58,394
3,493
(16,214)
3,895
(15,813)
81,959
80,599
50,734
42,581
(10,908)
(141)
(35,349)
(400)
(10,137)
--
(21,419)
--
57
-1,994
--1,615
46
-1,574
-(5,000)
1,158
(8,998)
(34,134)
(8,517)
(25,261)
18
34
Group
Note
2013
RM000
Company
2012
RM000
2013
RM000
2012
RM000
---
3,536
--
(30,179)
--
3,349
6,292
(24,950)
(461)
(32,771)
(1,735)
(24,950)
(104)
(32,771)
(293)
(21,875)
(64,685)
(15,413)
(33,064)
(118)
501
--
--
50,968
(17,719)
26,804
(15,744)
58,333
75,795
45,157
60,901
40
257
--
--
109,341
58,333
71,961
45,157
10
35
Perusahaan Sadur Timah Malaysia (Perstima) Berhad is a public limited liability company, incorporated and domiciled in Malaysia
and listed on the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and
registered office of the Company are as follows:
Principal place of business
PLO 255, Jalan Timah Tiga
Kawasan Perindustrian Pasir Gudang
81700 Pasir Gudang
Johor, Malaysia
Registered office
Suite 17.4B - 17.5, Level 17
Menara Weld
No. 76, Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia
The consolidated financial statements of the Company as at and for the year ended 31 March 2013 comprise the Company and its
subsidiaries (together referred to as the Group). The financial statements of the Company as at and for the financial years ended
31 March 2013 do not include other entities.
The principal activities of the Company consist of those relating to the manufacturing and sale of tinplates. The principal activities
of its subsidiaries are disclosed in Note 5.
These financial statements were authorised for issue by the Board of Directors on 5 June 2013.
1. Basis of preparation
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian Financial Reporting
Standards (MFRS), International Financial Reporting Standards and the Companies Act, 1965 in Malaysia. These are the Groups
and the Companys first financial statements prepared in accordance with MFRS and MFRS 1, First-time Adoption of Malaysian
Financial Reporting Standards has been applied.
In the previous years, the financial statements of the Group and of the Company were prepared in accordance with Financial
Reporting Standards (FRS). The financial impacts on transition to MFRS are disclosed in Note 25.
The following are accounting standards, amendments and interpretations that have been issued by the Malaysian Accounting
Standards Board (MASB) but have not been adopted by the Group and the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 July 2012
Amendments to MFRS 101, Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2013
36
Amendments
Amendments
Amendments
Amendments
to
to
to
to
MFRS
MFRS
MFRS
MFRS
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2015
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations in the respective
financial year when the above standards, amendments and interpretations become effective.
The initial application of these standards, amendments and interpretations are not expected to have any material financial impacts
to the current and prior periods financial statements of the Group and the Company upon their first adoption.
(b) Basis of measurement
The financial statements have been prepared on the historical cost basis except as disclosed in Note 2.
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Companys functional currency. All financial
information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.
(d) Use of estimates and judgements
The preparation of the financial statements in conformity with MFRSs requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant
effect on the amounts recognised in the financial statements.
37
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the acquiree either
at fair value or at the proportionate share of the acquirees identifiable net assets at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
(iii) Loss of control
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any
non-controlling interests and the other components of equity related to the subsidiary. Any surplus or deficit arising on
the loss of control is recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such
interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity-accounted
investee or as an available-for-sale financial asset depending on the level of influence retained.
(iv) Non-controlling interests
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or
indirectly to the equity holders of the Company, are presented in the consolidated statement of financial position and
statement of changes in equity within equity, separately from equity attributable to the owners of the Company.
Non-controlling interests in the results of the Group is presented in the consolidated statement of profit or loss and other
comprehensive income as an allocation of the profit or loss and the comprehensive income for the year between
non-controlling interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if
doing so causes the non-controlling interests to have a deficit balance.
(v) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements.
(b) Foreign currency
(i)
38
(ii)
39
(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from the
financial asset expire or the financial asset is transferred to another party without retaining control or substantially all risks
and rewards of the asset. On derecognition of a financial asset, the difference between the carrying amount and the sum
of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain
or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract is
discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying amount
of the financial liability extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognised in profit or loss.
40
60 - 99 years
5 - 15 years
3 - 5 years
Depreciation methods, useful lives and residual values are reviewed at the end of the reporting period and adjusted as
appropriate.
(e) Leased assets
(i)
Finance lease
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership are classified
as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and
the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance
with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the
outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic
rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum
lease payments over the remaining term of the lease when the lease adjustment is confirmed.
Leasehold land which in substance is a finance lease is classified as property, plant and equipment.
41
Financial assets
All financial assets (except for financial assets categorized as fair value through profit or loss and investments in
subsidiaries) are assessed at each reporting date whether there is any objective evidence of impairment as a result of
one or more events having an impact on the estimated future cash flows of the asset. Losses expected as a result of
future events, no matter how likely, are not recognised. For an investment in an equity instrument, a significant or
prolonged decline in the fair value below its cost is an objective evidence of impairment. If any such objective evidence
exists, then the financial assets recoverable amount is estimated.
An impairment loss in respect of loans and receivables is recognised in profit or loss and is measured as the difference
between the assets carrying amount and the present value of estimated future cash flows discounted at the assets
original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an
event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed, to the extent
that the assets carrying amount does not exceed what the carrying amount would have been had the impairment not
been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profit or loss.
42
Income tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss
except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive
income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted
or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous
financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts
of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not recognised for the
following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a
transaction that is not a business combination and that affects neither accounting nor taxable profit or loss. Deferred tax
is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on
the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets,
and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised
simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which
the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are
reduced to the extent that it is no longer probable that the related tax benefit will be realised.
(j)
Goods sold
Revenue from the sale of goods in the course of ordinary activities is measured at fair value of the consideration received
or receivable, net of returns and allowances, trade discount and volume rebates. Revenue is recognised when
persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of
ownership have been transferred to the customer, recovery of the consideration is probable, the associated costs and
possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods,
and the amount of revenue can be measured reliably. If it is probable that discounts will be granted and the amount can
be measured reliably, then the discount is recognised as a reduction of revenue as the sales are recognised.
43
(l)
Employee benefits
(i)
44
Land
and
buildings
RM000
Plant
and
machinery
RM000
Furniture,
fittings and
equipment
and motor
vehicles
RM000
At 1 April 2011
Additions
Disposals/Written off
Transfers
Exchange differences
44,813
2,510
--159
266,499
27,022
-18,779
1,111
16,773
567
-37
21
47,482
532
-326
7
313,411
2,072
-57
46
17,398
648
(240)
256
--
1,680
2,026
-(639)
--
379,971
5,278
(240)
-53
At 31 March 2013
48,347
315,586
18,062
3,067
385,062
At 1 April 2011
Depreciation charge
Exchange differences
25,762
1,513
46
202,154
11,110
515
14,252
991
14
----
242,168
13,614
575
27,321
1,388
-(1)
213,779
14,228
-(5)
15,257
922
(240)
--
-----
256,357
16,538
(240)
(6)
At 31 March 2013
28,708
228,002
15,939
--
272,649
1,048
--
--
--
1,048
1,048
--
--
--
1,048
At 1 April 2011
18,003
64,345
2,521
8,495
93,364
19,113
99,632
2,141
1,680
122,566
At 31 March 2013
18,591
87,584
2,123
3,067
111,365
Capital
work
-in
-progress
RM000
Total
RM000
8,495
12,029
(28)
(18,816)
--
336,580
42,128
(28)
-1,291
Group
At cost
Accumulated depreciation
Carrying amounts
45
Land
and
buildings
RM000
Plant
and
machinery
RM000
Furniture,
fittings and
equipment
and motor
vehicles
RM000
At 1 April 2011
Additions
Transfer
Written off
35,553
2,232
---
175,817
23,757
368
--
37,785
532
326
--
At 31 March 2013
Capital
work
-in
-progress
RM000
Total
RM000
15,618
387
37
--
289
1,822
(405)
(26)
227,277
28,198
-(26)
199,942
1,382
57
--
16,042
567
256
(176)
1,680
2,026
(639)
--
255,449
4,507
-(176)
38,643
201,381
16,689
3,067
259,780
At 1 April 2011
Depreciation charge
23,126
1,103
141,686
5,833
13,414
873
---
178,226
7,809
24,229
972
--
147,519
7,801
--
14,287
775
(176)
----
186,035
9,548
(176)
At 31 March 2013
25,201
155,320
14,886
--
195,407
1,048
--
--
--
1,048
1,048
--
--
--
1,048
At 1 April 2011
11,379
34,131
2,204
289
48,003
12,508
52,423
1,755
1,680
68,366
At 31 March 2013
12,394
46,061
1,803
3,067
63,325
Company
At cost
Accumulated depreciation
Carrying amounts
31.3.2013
RM000
Group
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
Carrying amounts of
land and buildings
At cost
Long term leasehold
land
Short term leasehold
land
Buildings
46
332
338
343
332
338
343
5,851
12,408
6,049
12,726
6,248
11,412
5,851
6,211
6,049
6,121
6,248
4,788
18,591
19,113
18,003
12,394
12,508
11,379
4,779
400
80
5,259
141
112
2
At 31 March 2013
5,514
Accumulated amortisation
At 1 April 2011
Amortisation charge
Exchange differences
1,094
110
19
1,223
380
(2)
At 31 March 2013
1,601
Carrying amounts
At 1 April 2011
3,685
4 ,036
At 31 March 2013
3,913
47
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
35,400
35,400
30,400
Country of
incorporation
Principal activities
Effective ownership
interest
31.3.2013
%
31.3.2012
%
1.4.2011
%
Vietnam
100
100
100
Dormant
Malaysia
100
100
100
Generating, transmitting
and sales of power and
other utilities
Malaysia
100
100
100
Group
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
(452)
5,247
(154)
5,141
(296)
3,103
-5,247
-5,141
-3,103
4,795
4,987
2,807
5,247
5,141
3,103
31.3.2013
RM000
Group
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
7,163
1,328
7,575
1,375
5,723
1,423
7,163
1,328
7,575
1,375
5,723
1,423
(3,690)
(3,967)
(4,325)
(3,244)
(3,809)
(4,043)
(6)
4,795
48
4
4,987
(14)
2,807
--
--
--
5,247
5,141
3,103
Group
Property, plant and
equipment
- capital allowances
- revaluation
Allowance and other
accruals
Unrealised (loss)/gain
on foreign exchange
At
1 April
2011
RM000
Recognised
in profit
or loss
(Note 15)
RM000
At
31 March
2012
RM000
Recognised
in profit
or loss
(Note 15)
RM000
At
31 March
2013
RM000
5,723
1,423
1,852
(48)
7,575
1,375
(412)
(47)
7,163
1,328
(4,325)
358
(3,967)
277
(3,690)
(14)
18
(10)
2,807
2,180
4,987
(192)
4,795
5,723
1,423
1,852
(48)
7,575
1,375
(412)
(47)
7,163
1,328
(4,043)
234
(3,809)
565
(3,244)
5,141
106
5,247
(6)
Company
Property, plant and
equipment
- capital allowances
- revaluation
Allowance and other
accruals
3,103
2,038
7. Inventories
Finished goods
Work-in-progress
Raw materials
Consumables
31.3.2013
RM000
Group
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
41,791
1,385
45,616
13,937
32,207
1,957
78,540
14,881
41,519
965
91,139
10,661
27,689
1,326
22,944
8,073
14,562
1,650
55,284
9,492
24,591
465
55,423
6,234
102,729
127,585
144,284
60,032
80,988
86,713
Trade receivables
Other receivables,
deposits and
prepayments
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
51,273
57,317
76,493
36,932
38,848
55,602
2,624
3,192
4,085
1,030
1,086
1,092
53,897
60,509
80,578
37,962
39,934
56,694
49
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
19,591
23,942
16,419
(455)
(249)
(373)
(148)
---
(704)
(521)
--
The amounts due from subsidiaries are non-trade in nature. Included in the amounts due from subsidiaries are:a)
an amount of RM15,031,441 (31.3.2012: RM18,909,000; 1.4.2011: NIL) that is repayable on demand, with a fixed interest
charged at 4% per annum commencing from 1 October 2011; and
b)
the remaining balance of RM4,560,115 (31.3.2012: RM5,033,000; 1.4.2011: RM16,419,000) that is repayable on demand
and interest free.
All the amounts due to subsidiaries are unsecured and interest free.
31.3.2012
RM000
Company
1.4.2011
RM000
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
5,629
2,849
19,543
1,981
374
11,035
103,712
55,484
56,252
69,980
44,783
49,866
109,341
58,333
75,795
71,961
45,157
60,901
Group/Company
Number of ordinary shares
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
000
31.3.2012
000
1.4.2011
000
Ordinary shares of
RM1.00 each:
Authorised
200,000
200,000
200,000
200,000
200,000
200,000
99,305
99,305
99,305
99,305
99,305
99,305
50
Company
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Non-distributable
Translation reserve
(39,185)
(39,166)
(40,701)
Distributable
Retained earnings
259,140
257,406
254,989
152,354
157,226
159,947
219,955
218,240
214,288
152,354
157,226
159,947
--
31.3.2012
RM000
--
1.4.2011
RM000
--
Trade payables
Other payables and
accrued expenses
Company
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
19,623
22,618
10,630
7,998
14,943
9,904
24,676
28,413
28,798
19,325
25,562
23,825
44,299
51,031
39,428
27,323
40,505
33,729
1.4.2011
RM000
31.3.2013
RM000
Group
31.3.2013
RM000
Other payables
Accrued expenses for
sales rebate
Advance payment from
customers
Payable to fixed assets
suppliers
Other accrued expenses
31.3.2012
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
504
1,020
593
417
983
593
8,374
8,582
11,935
8,374
8,582
11,935
1,545
2,510
5,905
25
2,362
4,413
1,149
13,104
6,779
9,522
-10,365
1,149
9,360
6,779
6,856
-6,884
24,676
28,413
28,798
19,325
25,562
23,825
Included in trade payables of the Group and of the Company is an amount of RM16,996,000 (31.3.2012: RM15,161,000;
1.4.2011: RM5,189,000) and RM6,566,000 (31.3.2012: RM9,069,000; 1.4.2011: RM5,170,000) respectively due to substantial
shareholders of the Company arising from purchases of raw materials.
51
Company
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
Secured
Trust receipts
9,538
9,351
39,530
--
--
--
Unsecured
Onshore foreign
currency loan
3,349
--
--
3,349
--
--
12,887
9,351
39,530
3,349
--
--
52
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
85
77
80
75
42
43
--
--
5
19
16,918
3
10
13,724
5
19
9,548
3
10
7,809
15,838
1,829
717
16,248
1,671
556
12,140
1,789
291
13,213
1,663
305
(57)
--
-28
(46)
--
-26
61
(429)
527
(738)
-(378)
238
(785)
(1,992)
(34)
--
3,934
(36)
--
(2,279)
(34)
--
1,594
(36)
(993)
248
(378)
--
497
(1,101)
--
248
-(6,292)
11
---
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
Directors
- Fees
- Remuneration
684
1,705
684
1,967
684
1,705
684
1,967
2,389
2,651
2,389
2,651
215
234
2,604
2,885
-2,389
-2,651
Other key management personnel comprise persons other than the Directors of Group entities, having authority and
responsibility for planning, directing and controlling the activities of the Group entities either directly or indirectly.
The estimated monetary value of Directors benefit-in-kind for the Group/Company is RM107,000 (2012: RM107,000).
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
6,046
350
3,564
417
4,655
350
3,439
417
6,396
3,981
5,005
3,856
75
(267)
2,332
(152)
373
(267)
2,190
(152)
(192)
2,180
106
2,038
6,161
5,111
5,894
6,204
53
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
32,888
41,349
25,189
35,944
8,222
10,337
6,297
8,986
(1,424)
675
-(1,826)
(466)
216
(38)
(4,284)
-337
(1,573)
(33)
-103
(38)
(3,422)
474
131
--
--
6,121
5,896
5,028
5,629
83
265
83
265
6,204
6,161
5,111
5,894
2012
RM000
(2,753)
(523)
The unabsorbed capital allowances do not expire under current tax legislation. Deferred tax assets have not been recognised
in respect of these items because it is not probable that future taxable profit will be available against which the Company can
utilise the benefits there from.
Group
54
2013
RM000
2012
RM000
26,684
35,188
2013
Numbers
of share
000
2012
Numbers
of share
000
99,305
99,305
26.9
35.4
17. Dividends
Dividends recognised by the Group/Company are:
2013
2013 - Interim, net of tax
2012 - Final, net of tax
Sen per
share
Total
amount
RM000
Date of
payment
10.13
15.00
10,055
14,895
7 December 2012
8 August 2012
24,950
Total amount
2012
2012 - Interim, net of tax
2011 - Final, net of tax
15.00
18.00
14,896
17,875
30 November 2011
12 August 2011
32,771
Total amount
After the reporting period the following dividend was proposed by the Directors. This dividend will be recognised in subsequent
financial period upon approval by the owners of the Company.
Sen per
share
Total
amount
RM000
19.88
19,737
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
5,278
42,128
4,507
28,198
6,779
(1,149)
-(6,779)
6,779
(1,149)
-(6,779)
5,630
(6,779)
5,630
(6,779)
10,908
35,349
10,137
21,419
55
Group
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
Company
31.3.2012
RM000
1.4.2011
RM000
665
1,465
10,643
665
1,465
352
--
--
2,905
--
--
--
665
1,465
13,548
665
1,465
352
Group
31.3.2012
RM000
1.4.2011
RM000
111
446
3,238
111
446
3,342
109
435
3,370
3,795
3,899
3,914
17,005
35,050
14,244
4,660
1,639
1,639
32,888
41,349
--(1,639)
(669)
669
--(1,639)
(445)
445
655,518
(1,992)
16,918
461
(1,994)
801,014
3,934
13,724
1,735
(1,615)
79,613
35,665
86,052
40,550
115,278
126,602
558,154
1,594
8,912
671
(1,165)
219,819
287
7,109
357
(992)
242,860
2,430
6,451
1,509
(895)
343,445
179,069
133,004
432,797
206,456
161,761
655,518
801,014
Major customers
Revenue from two customers of the Group represents approximately RM167,033,000 (2012: RM225,529,000) of the Groups total revenues.
56
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
2,493
2,419
1,704
1,682
(104)
(293)
1,600
1,389
(461)
2,032
(1,731)
688
57
31.3.2012
Not past due
Past due 0 30 days
Past due 31 60 days
Past due 61 90 days
Past due more than 90 days
1.4.2011
Not past due
Past due 0 30 days
Past due 31 60 days
Past due 61 90 days
Past due more than 90 days
52,969
(1,696)
51,273
55,883
1,159
297
50
1,751
(72)
---(1,751)
55,811
1,159
297
50
--
59,140
(1,823)
57,317
52,778
21,444
2,156
157
2,680
-(61)
--(2,661)
52,778
21,383
2,156
157
19
79,215
(2,722)
76,493
36,964
5
147
12
651
(32)
(5)
(147)
(12)
(651)
36,932
-----
37,779
(847)
36,932
38,920
527
(72)
(527)
38,848
--
39,447
(599)
38,848
52,778
2,885
527
-(61)
(527)
52,778
2,824
--
56,190
(588)
55,602
Company
31.3.2013
Not past due
Past due 0 30 days
Past due 31 60 days
Past due 61 90 days
Past due more than 90 days
31.3.2012
Not past due
Past due more than 90 days
1.4.2011
Not past due
Past due 0 30 days
Past due more than 90 days
58
Company
2012
RM000
2013
RM000
2012
RM000
At 1 April
Impairment loss recognised
Impairment loss recovered
Impairment loss written off
Effect of exchange difference
1,823
248
(378)
-3
2,722
497
(1,101)
(331)
36
599
248
----
588
11
----
At 31 March
1,696
1,823
847
599
The allowance account in respect of trade receivables is used to record impairment losses. Unless the Group and Company is
satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the receivable directly.
In determining whether allowance is required to be made, the Group and Company considers financial background of the customers,
past transactions and other specific reasons causing these balances to be past due more than 90 days.
Balances due from subsidiaries
Risk management objectives, policies and processes for managing the risk
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts in the statement
of financial position.
The Company does not specifically monitor the ageing of the amount due from subsidiaries. The Company monitors instead their
individual financial position in assessing its credit risk.
Impairment losses
As at the end of the reporting period, there was no indication that the amounts due from subsidiaries are not recoverable.
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Group provides unsecured financial guarantees to banks in respect of banking facilities granted to a subsidiary. The Company
monitors on an ongoing basis the results of the subsidiary and repayments made by the subsidiary.
Exposure to credit risk, credit quality and collateral
The maximum exposure to credit risk amounts to RM83,430,000 (31.3.2012: RM102,647,000; 1.4.2011: RM101,293,000)
representing the outstanding banking facilities of the subsidiary as at end of the reporting period.
As at the end of the reporting period, there was no indication that the subsidiary would default on repayment.
The financial guarantees have not been recognised since the fair value on initial recognition was not material.
59
Group
31.3.2013
Non-derivative financial liabilities
Secured trust receipts
Unsecured onshore foreign
currency loan
Trade and other payables
Carrying
amount
RM000
Contractual
interest
rate
%
3.20 - 6.29
9,552
9,552
3,349
44,299
1.64
--
3,349
44,299
3,349
44,299
57,200
57,200
9,378
51,031
9,378
51,031
60,409
60,409
39,530
39,428
39,530
39,428
78,958
78,958
3,349
27,323
704
3,349
27,323
704
31,376
31,376
9,351
51,031
3.20 - 6.29
--
60,382
1.4.2011
Non-derivative financial liabilities
Secured trust receipts
Trade and other payables
39,530
39,428
3.20 - 4.41
--
78,958
Company
31.3.2013
Non-derivative financial liabilities
Unsecured onshore foreign
currency loan
Trade and other payables
Due to subsidiaries
3,349
27,323
704
31,376
60
Under
1 year
RM000
9,538
57,186
31.3.2012
Non-derivative financial liabilities
Secured trust receipts
Trade and other payables
Contractual
cash flows
RM000
1.59 - 1.70
---
Company
31.3.2012
Non-derivative financial liabilities
Trade and other payables
Due to subsidiaries
Carrying
amount
RM000
Contractual
interest
rate
%
Contractual
cash flows
RM000
Under
1 year
RM000
40,505
521
---
40,505
521
40,505
521
41,026
41,026
33,729
33,729
41,026
1.4.2011
Non-derivative financial liabilities
Trade and other payables
33,729
--
Denominated in USD
Group
Trade receivables
Due from a subsidiary
Cash and cash
equivalent
Trade and other
payables
Secured trust receipts
Net exposure
Company
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
14,179
--
13,561
--
26,216
--
9,647
249
6,836
3,013
20,358
8,065
9,185
27,106
10,728
7,453
26,393
9,933
(17,385)
(9,538)
(18,899)
(9,351)
(6,226)
--
(6,566)
--
(9,069)
--
(6,226)
--
(3,559)
12,417
30,718
10,783
27,173
32,130
61
Group
2013
RM000
Profit or loss
2012
RM000
267
(931)
2013
RM000
2012
RM000
(809)
(2,038)
A 10% (2012: 10%) weakening of RM against the USD at the end of the reporting period would have had equal but opposite effect
on the USD to the amounts shown above, on the basis that all other variables remained constant.
Interest rate risk
The Group's and the Company's investment in fixed rate debt securities and its fixed rate borrowings are exposed to a risk of change
in their fair value due to changes in interest rates. Short term receivables and payables are not exposed to interest rate risk.
There is no formal hedging policy with respect to interest rate exposure. Exposure to interest rate risk is monitored on an ongoing
basis and the Group and the Company endeavour to keep the exposure to an acceptable level.
Exposure to interest rate risk
The interest rate profile of the Groups and Companys significant interest-bearing financial instruments, based on carrying amounts
as at the end of the reporting period was:
Group
Company
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
103,712
(9,538)
(3,349)
55,484
(9,351)
--
56,252
(39,530)
--
69,980
-(3,349)
44,783
---
49,866
---
90,825
46,133
16,722
66,631
44,783
49,866
62
31.3.2013
RM000
31.3.2012
RM000
1.4.2011
RM000
12,887
(109,341)
9,351
(58,333)
39,530
(75,795)
(96,454)
(48,982)
(36,265)
There were no changes in the Groups approach to capital management during the financial year.
Under the requirement of Bursa Malaysia Practice Note No. 17/2005, the Company is required to maintain a consolidated
shareholders equity equal to or not less than the 25 percent of the issued and paid-up capital (excluding treasury shares) and such
shareholders equity is not less than RM40 million. The Company has complied with this requirement.
A.
2013
RM000
2012
RM000
2013
RM000
2012
RM000
390,855
501,462
234,614
319,507
-4,480
5,441
3,502
-4,480
3,693
3,502
------
------
6,292
669
-6,470
81
-445
1,103
3,498
64
Substantial shareholders
Purchases of raw materials
Purchase of property, plant
and equipment
Sales of tinplates
B.
Company
Subsidiary
Dividend income received
Interest receivable
Technical fee receivable
Purchase of power and steam
Sales of water
63
FRSs
RM000
1.4.2011
Effect of
transition
to MFRSs
RM000
MFRSs
RM000
FRSs
RM000
31.3.2012
Effect of
transition
to MFRSs
RM000
MFRSs
RM000
Group
Revaluation reserve
Retained earnings
196
254,793
(196)
196
-254,989
196
257,210
(196)
196
-257,406
196
159,751
(196)
196
-159,947
196
157,030
(196)
196
-157,226
Company
Revaluation reserve
Retained earnings
64
Company
2013
RM000
2012
RM000
2013
RM000
2012
RM000
263,628
(3,271)
264,205
(3,943)
156,077
(3,723)
161,034
(3,808)
260,357
260,262
152,354
157,226
(2,856)
--
--
257,406
152,354
157,226
(1,217)
259,140
The determination of realised and unrealised profits is based on the Guidance of Special Matter No. 1, Determination of Realised and
Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
issued by the Malaysian Institute of Accountants on 20 December 2010.
65
Acquisition /
Revaluation * Date
Description
Land area
Tenure
PN 6713
Lot 51694
Mukim of Plentong
Daerah Pasir
Gudang Industrial
Estate
Johor Bahru
April 1992 *
892,435
sq.ft.
60-year lease
expiring 23
August 2042
HS(D) 8092
Lot PTD 643
Mukim Pantai Timur
Daerah Kota Tinggi
(Desaru)
April 1992 *
Vacant Residential
Land
12,168.6
sq.ft.
99-year lease
expiring 13
December
2088
71
HS(D) 8094
Lot PTD 652
Mukim Pantai Timur
Daerah Kota Tinggi
(Desaru)
April 1992 *
Vacant Residential
Land
14,595.8
sq.ft.
99-year lease
expiring
13 December
2088
86
HS(D)
47792,47793,47794,
47795,
47796,47799,47800
Lots PTD 22855,
22856, 22857,
22858, 22859,
22862, 22863,
Mukim of Plentong
Daerah Pasir
Gudang
Johor Bahru
April 1992 *
Double Storey
Semi-Detached
House
(approx. 31 years old)
31,309
sq.ft.
90-year lease
expiring
24 June 2070
175
HS(D) 135072
PTD 71012
Mukim of Plentong
Daerah Pasir
Gudang
Johor Bahru
September 1997
Staff Apartment
(approx. 22 years old)
18,496.5
sq.ft.
99-year lease
expiring
2 November
2085
Nil
HS(D) 216829
PTD 110340
Mukim of Plentong
Daerah Pasir
Gudang
Johor Bahru
March 1997
Staff Apartment
(approx. 17 years old)
38,750.4
sq.ft.
99-year lease
expiring
28 April 2093
Nil
October 2002
387,492
sq.ft.
43-year lease
expiring 11
February 2046
12,062
10,110
The Company does not have a revaluation policy on the landed property. Please refer to Note 2(d), (e) & (h) to the financial statements on
pages 41 to 43.
*The net book value of these assets of the Group/Company are at RM1.00 respectively at 31 March 2013.
66
SHAREHOLDERS INFORMATION
ANALYSIS OF SHAREHOLDINGS AS AT 31 MAY 2013
Authorised Share Capital
Issued and Paid-Up Share Capital
Class of Shares
Voting Rights
Size of
Shareholdings
:
:
:
:
RM200,000,000.00
RM99,304,720.00
Ordinary Shares of RM1.00 each
One vote per share
No. of
Shareholders
1 to 99
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than
5% of issued shares
No. of Shares
Held
% of
Shareholdings
88
5,178
1,962
1.16
68.54
25.97
2,352
1,865,680
6,661,779
0.00
1.88
6.71
290
3.84
8,400,365
8.46
33
0.44
15,282,000
15.39
0.05
67,092,544
67.56
7,555
100.00
99,304,720
100.00
5% and above of
issued shares
Total
% of
Shareholders
No. of Shares
% of Issued
Capital
1.
32,617,544
32.85
2.
13,852,000
13.95
3.
11,150,000
11.23
4.
9,473,000
9.54
5.
1,709,500
1.72
6.
1,500,000
1.51
7.
Ho Han Seng
1,157,000
1.17
8.
1,132,700
1.14
9.
915,600
0.92
10.
836,900
0.84
11.
705,000
0.71
12.
Muto Kazuko
700,300
0.71
13.
656,200
0.66
14.
550,100
0.55
15.
480,800
0.48
16.
479,400
0.48
17.
450,000
0.45
67
No. of Shares
% of Issued
Capital
18.
449,800
0.45
19.
354,600
0.36
20.
Hiroshi Sumino
300,000
0.30
21.
256,800
0.26
22.
250,000
0.25
23.
218,700
0.22
24.
216,300
0.22
25.
210,700
0.21
26.
200,000
0.20
27.
186,000
0.19
28.
175,900
0.18
29.
Ng Soon Siong
150,000
0.15
30.
147,800
0.15
81,482,644
82.05
Total
32.85
13.95
11.23
9.54
32.85
32.85
-
32,617,544
100
0.00
Hiroshi Sumino
300,000
0.30
44,000
0.04
32,617,544
Hiroshi Kume
Ab. Patah bin Mohd
(1)
(2)
68
(1)
32.85
-
(2)
32.85
NOTICE IS HEREBY GIVEN THAT the Thirty-Fifth Annual General Meeting of the Company will be convened and held at Dewan Berjaya,
Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Thursday, 25 July 2013 at 11.00
a.m. for the following purposes:-
AGENDA
As Ordinary Business
1)
To receive the Audited Financial Statements of the Company for the financial year ended 31 March 2013 together with the
Directors and Auditors Reports thereon.
Resolution 1
2)
To re-elect Ab. Patah bin Mohd who retire pursuant to Article 86 of the Articles of Association of the Company.
Resolution 2
3)
To re-elect Koichi Sawada who retire pursuant to Article 93 of the Articles of Association of the Company.
Resolution 3
4)
To approve the payment of Directors Fee of RM684,000 for the financial year ended 31 March 2013.
Resolution 4
5)
To approve the payment of a final dividend of 26.50 sen per ordinary share of RM1.00 each less 25% income tax, in respect
of the financial year ended 31 March 2013.
Resolution 5
6)
To re-appoint the Auditors, Messrs KPMG and to authorise the Directors to fix their remuneration.
Resolution 6
As Special Business
To consider and, if thought fit, to pass the following Resolution:7)
Proposed Renewal of Shareholders Mandate for Perusahaan Sadur Timah Malaysia (Perstima) Berhad and its subsidiaries to enter
into Recurrent Related Party Transactions of a Revenue or Trading Nature (Proposed Shareholders Mandate)
THAT, pursuant to Paragraph 10.09 Part E of Bursa Malaysia Securities Berhad Main Market Listing Requirements, the
Company and its subsidiaries (Perstima Group) be and are hereby authorised to enter into any of the recurrent transactions
of a revenue or trading nature as set out in Paragraph 3.2 of the Circular to Shareholders dated 3 July 2013 with the related
parties mentioned therein which are necessary for the Perstima Groups day-to-day operations, subject further to the
following:(i)
the transactions are in the ordinary course of business on normal commercial terms and on terms which are not more
favourable to the related parties than those generally available to the public and are not to the detriment of the minority
shareholders of the Company; and
(ii) disclosure of the aggregate value of the transactions of the Proposed Shareholders Mandate conducted during the
financial year will be disclosed in the Annual Report for the said financial year,
THAT such approval shall continue to be in force until:(i)
the conclusion of the next Annual General Meeting (AGM) of the Company at which time it will lapse, unless by a
resolution passed at the Meeting, the authority is renewed;
(ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1)
of the Companies Act, 1965 (the Act) (but shall not extend to such extensions as may be allowed pursuant to
Section 143(2) of the Act); or
(iii) revoked or varied by the Company in a general meeting,
whichever is earlier.
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things as they
may consider expedient or necessary to give effect to the Proposed Shareholders Mandate.
Resolution 7
8)
69
Shares deposited into the depositors securities account before 12.30 p.m. on 29 July 2013 (in respect of shares which are
exempted from mandatory deposit).
b)
Shares transferred to the depositors securities account before 4.00 p.m. on 31 July 2013 in respect of transfers.
c)
Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
A member shall be entitled to appoint a proxy. A proxy may but need not be a Member of the Company and the provision of
Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2)
Where the member appoints more than one (1) proxy, the appointment shall be invalid. If the appointor is a Corporation, this
form must be executed under its Common Seal or under the hand of its attorney.
3)
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories)
Act 1991 (SICDA) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
4)
The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially
certified or office copy of such power or authority, shall be deposited at the Registered Office of the Company at Suite
17.4B-17.5, Level 17, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur not less than forty-eight (48) hours before
the time for holding the meeting or any adjournment thereof.
5)
For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd to make available a Record of Depositors as at 18 July 2013 and only a Depositor whose name appears
on such Record of Depositors shall be entitled to attend, speak and vote at this meeting and entitled to appoint proxy or
proxies.
6)
Tan Sri Ab Rahman Bin Omar, Hiroshi Sumino and Ng Tuan Hoo retire pursuant to Article 86 of the Articles of Association at
the Thirty-Fifth Annual General Meeting (35th AGM). Tan Sri Ab Rahman, Hiroshi Sumino and Ng Tuan Hoo have expressed
that they do not wish to seek for re-election at the 35th AGM and therefore, shall retire at the conclusion of the 35th AGM of
the Company.
7)
Harun bin Ismail vacates the office of Director of the Company pursuant to Section 129 of the Companies Act, 1965 at the 35th
AGM. Harun bin Ismail has expressed that he does not wish to seek for re-appointment at the 35th AGM and therefore, shall
retire at the conclusion of the 35th AGM of the Company.
8)
(ii)
70
PROXY FORM
No. of shares held:
I/We
of
being a
of
or
failing him/her,
of
or failing
him/her, the Chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the Thirty-Fifth Annual General Meeting
of the Company, to be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000
Kuala Lumpur on Thursday, 25 July 2013 at 11.00 a.m. and at any adjournment thereof in respect of my/our holding of shares in the
manner indicated below :RESOLUTION
FOR
Resolution 1
To receive the Audited Financial Statements for the financial year ended 31 March
2013 and Directors and Auditors Reports thereon
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Approval of a final dividend of 26.50 sen per ordinary share of RM1.00 each less
25% income tax
Resolution 6
Resolution 7
Resolution 8
AGAINST
[Please indicate with a cross [X] in the spaces provided whether you wish your votes to be cast for or against the Resolutions.
In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit]
NOTES :
...........
Signature of Shareholder or Common Seal
1. A member shall be entitled to appoint a proxy. A proxy may but need not be a Member of the Company and the provision of Section
149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2. Where the member appoints more than one (1) proxy, the appointment shall be invalid. If the appointor is a Corporation, this form
must be executed under its Common Seal or under the hand of its attorney.
3. Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple
beneficial owners in one securities account (omnibus account), there is no limit to the number of proxies which the exempt
authorised nominee may appoint in respect of each omnibus account it holds.
An exempt authorised nominee refers to an authorised nominee defined under the Securities Industry (Central Depositories) Act
1991 (SICDA) which is exempted from compliance with the provisions of subsection 25A(1) of SICDA.
4. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially
certified or office copy of such power or authority, shall be deposited at the Registered Office of the Company at Suite 17.4B- 17.5,
Level 17, Menara Weld, 76 Jalan Raja Chulan, 50200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding
the meeting or any adjournment thereof.
5. For the purpose of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd to make available a Record of Depositors as at 18 July 2013 and only a Depositor whose name appears on
such Record of Depositors shall be entitled to attend, speak and vote at this meeting and entitled to appoint proxy or proxies.
71