HARTA-AnnualReport2008 (900KB)
HARTA-AnnualReport2008 (900KB)
HARTA-AnnualReport2008 (900KB)
9 E x e c u t i v e C h a i r m a n’s S t a t e m e n t 81 A d d i t i o n a l Co m p l i a n c e I n f o r m a t i o n
19 Co r p o r a t e I n f o r m a t i o n 83 Analysis of Shareholdings
P r o x y Fo r m
Awards and
Recognition
3
Certificates Awards
EC-Certificate
Selangor Innovative
Excellence Award 2007
CE Marking
(left to right)
Kuan Kam Hon @ Kwan Kam Onn, aged 61, was appointed as Executive Chairman and Managing
Director on May 7, 2007. Kuan Kam Hon is primarily responsible for the overall business, strategic
planning and the entire operations of the Group, including research & development. He began his
career in the building and construction sector in 1969 under Kuan Yuen & Sons Company, a well-
known quality homebuilder in the 70s specialising in upper-class residential units in the Klang
Valley. In 1978, he started Timol Weaving Sdn Bhd, one of the pioneers in woven labels and badges.
In 1981, he formed Hartalega Sdn Bhd. Under his leadership, Hartalega Sdn Bhd has since become
a reputable manufacturer of latex gloves in the industry and is now a public listed company on the
Main Board of Bursa Malaysia Securities Berhad, known as Hartalega Holdings Berhad. He has
established a set of management values that are quality-driven and encourages creativity and
innovation to produce highly-skilled personnel. He sits on the Board of several other private limited
companies.
Abdul Hamid bin Sh Mohamed, aged 43, was appointed as Independent Non-Executive Director on
May 7, 2007. He is a Fellow of the Association of Chartered Certified Accountants. He is presently
Executive Director of Symphony House Berhad, a listed business process outsourcing company, a
post he has held since December 2003. Prior to that, he was Chief Financial Officer of the Kuala
Lumpur Stock Exchange (“KLSE”) now known as Bursa Malaysia. He joined the KLSE in 1998 as
Senior Vice President in charge of Strategic Planning & International Affairs Division and was
promoted to Deputy President (Strategy & Development) in 2002 and was re-designated to Chief
Financial Officer in 2003. In over five years with the KLSE Group, he had diverse roles and experience
in strategy, corporate finance, business transformation, finance and administration, treasury,
external affairs and public relations. He led KLSE’s acquisitions of Kuala Lumpur Options and
Financial Futures Exchange (KLOFFE) and Commodity and Monetary Exchange of Malaysia (COMMEX)
and their merger to form the Malaysia Derivatives Exchange (MDEX), and the acquisition of MESDAQ.
He also led the KLSE’s demutualization exercise. He started his career in the accounting firm Messrs
Arthur Yong, before moving on to merchant banking with Bumiputra Merchant Bankers Berhad. He
later moved on to the Amanah Capital Malaysia Berhad Group, an investment banking and finance
group, where he oversaw the corporate planning and finance functions until 1998 when he joined
the KLSE. He also serves on the Boards of Pos Malaysia Berhad and Genesis Malaysia Maju Fund
Limited as Independent Non-Executive Directors and Co-Chairman of Outsourcing Malaysia, an
industry trade association.
Dato’ Mohamed Zakri bin Abdul Rashid Independent Non-Executive Director, Malaysian
Dato’ Mohamed Zakri bin Abdul Rashid, aged 65, was appointed as Independent Non-Executive
Director on May 7, 2007 and sits on our Audit Committee. He was appointed to Hartalega Sdn Bhd’s
Board on November 27, 1998 as a Non-Executive Director. He holds a Bachelor of Arts Degree with
Honours and a Diploma in Public Administration from Universiti Malaya. He also holds a Masters
Degree in Public Administration from the University of Southern California, USA. He retired from
Government service in 1998 as Director General of the Department of Immigration of Malaysia after
having served the department for more than four years. Previously, he had served the Government
in various capacities in the Ministry of Transport, Ministry of Finance and the Prime Minister’s
Department for more than 30 years. He also serves as an Independent Non-Executive Director of
Dialog Group Berhad.
Sannusi bin Ngah, aged 50, was appointed as Non-Independent Non-Executive Director on May 7,
2007. He holds a Masters in Business Administration majoring in Finance from the University of New
Haven, Connecticut, USA, a Bachelor of Business Administration majoring in Finance from Ohio
University, Athens, USA, and a Diploma in Accountancy from Universiti Teknologi Mara. In 1987, he
joined Kewangan Usaha Bersatu Berhad, a licensed finance company, as an Internal Audit Officer. In
January 1990, he joined Rakyat Merchant Bankers Berhad as Assistant Manager in the Corporate
Finance Department. His last position at Rakyat Merchant Bankers Berhad was Senior Manager of
Corporate Finance Department. In October 1993, he joined Chase Perdana Berhad as Group General
Manager, Corporate and Projects. In June 1995, he left Chase Perdana Berhad and was appointed
Director in several private limited companies. During the tenure of the above appointments, he was
involved in various corporate advisory exercises ranging from initial public offerings, mergers and
acquisitions, take-overs, reverse take-overs, general offers, corporate restructuring and other
capital raising exercises. He currently also sits on the board of Poly Tower Ventures Berhad as a Non-
Independent Non-Executive Director.
Chuah Phaik Sim, aged 39, was appointed as Independent Non-Executive Director on May 7, 2007.
She is a member of the Malaysian Institute of Certified Public Accountants and a Chartered
Accountant with the Malaysian Institute of Accountants. She started her career in January 1989 with
KPMG Desa Megat & Co (now known as KPMG) as an articled student and rose through the ranks to
a qualified Audit Senior in 1993. Her experience in KPMG includes external audits, restructuring, as
well as initial public offering and valuation exercises. She left KPMG in 1994 to become Finance
Manager of a public listed company and was responsible for the overall financial and administrative
management of the company and the consolidation of the group accounts. In 1995, she joined
Kumpulan Jetson Berhad as the Internal Auditor, reporting functionally to the Audit Committee. She
was responsible for the setting up and overall management of the Internal Audit Department. In
2000, she left Kumpulan Jetson Berhad and was appointed Director of several private limited
companies. She has since remained active in providing corporate advisory and consultancy services
in respect of restructuring, mergers and acquisitions, and valuation exercises.
Liew Ben Poh, aged 59, was appointed as Executive Director on May 7, 2007. Presently, he is Sales
and Marketing Director of Hartalega Holdings Berhad. His vast experience of over 28 years has
helped Hartalega Holdings Berhad in establishing a strong client base. In addition, he is one of the
key personnel involved in the research and development aspects of Hartalega Holdings Berhad. He
is very active in the latex glove industry and was President of the Malaysian Rubber Glove
Manufacturers’ Association (MARGMA) for two terms. He was the first Chairman of the ASEAN
Rubber Gloves Manufacturers’ Association and has been re-elected to serve as Chairman for 2008-
2009. He is also a Board Member of the Malaysian Rubber Export and Promotion Council (MREPC)
under the Ministry of Primary Products and Commodities. Owing to his vast knowledge of the latex
glove industry, he is regularly invited to speak at international conferences in Malaysia as well as
overseas.
Kuan Mun Leong, aged 32, was appointed as Executive Director on May 7, 2007. Presently, he is
responsible for assisting the Managing Director in running the operations of Hartalega Holdings
Berhad. He graduated with Honours in Mechanical Engineering from Monash University, Australia in
1999 and obtained a Masters of Business Administration (MBA) from the University of Strathclyde
Business School, Scotland in 2007. In 1999, he joined MechMar Energy Sdn Bhd as a Project
Engineer specializing in installation and commissioning of industrial boilers and mini power plants.
Upon leaving MechMar Energy Sdn Bhd in 2001, he joined Hartalega Holdings Berhad as Technical
Executive and was subsequently promoted to Technical Manager in 2004. He was responsible for
providing technical support in all engineering aspects including design, process improvement and
engineering change control with special emphasis on cost reduction and improvements in process
and equipment efficiency. He is the person directly responsible for the successful implementation of
the biomass energy system allowing Hartalega Holdings Berhad to enjoy substantial cost savings in
energy consumption. He was also directly responsible for the completion of the expansion project
including designing and planning of the new production lines and systems for the third
manufacturing plant of our Group.
Kuan Mun Keng, aged 33, was appointed as Executive Director on July 4, 2008. Presently, he is
responsible for the corporate finance and business development departments of Hartalega Holdings
Berhad. He graduated with a Bachelor’s Degree in Business (Accounting) and Bachelor’s Degree in
Computing from Monash University in 1997. He is also a Certified Practising Accountant with CPA
Australia. Upon graduation, he joined Kassim Chan Business Services as an Analyst in the
Information Technology Consultation division in 1997. In 1998, he left and joined Hartalega as a
Production Executive. He then worked in the Accounts and Management Information Services
Departments implementing various beneficial changes before he was promoted to Deputy
Operations Manager in 2003. He was involved in the daily operations of the quality control and
packing departments and assisted the Operations Manager in managing the production operations.
Notes
• Family Relationship with Director and/or Major Shareholder
Kuan Kam Hon is the father of Kuan Mun Keng and Kuan Mun Leong. Save as disclosed herein, none of the Directors
has any family relationship with any director and/or major shareholder of the Company.
• Conflict of Interest
None of the Directors has any conflict of interest with the Company.
• Conviction of Offences
None of the Directors has been convicted of any offences in the past ten (10) years.
Dear Shareholder,
On behalf of the Board of Directors, it gives me pleasure
to present to you the inaugural annual report of Hartalega
Holdings Berhad for the financial year ended 31 March 2008.
Since our establishment, we have been guided by our vision to be the number
one glove manufacturer that produces the best and most innovative gloves.
With our commitment to grow the business, our recent listing on the Main
Board of Bursa Malaysia in April 2008 could not have been more timely as it
provides us with the impetus to strengthen the Group whilst solidifying our
position as a key participant in the glove manufacturing sector globally.
ECONOMIC LANDSCAPE
In spite of the uncertainties that prevail in the global economic environment in the wake of high
crude oil prices, inflation, strengthening of the Ringgit and apprehensions surrounding the US
economic slowdown, the glove sector remained resilient.
This is largely attributed to the indispensable nature of gloves as they have an important role in
highly regulated environments such as the healthcare and biotechnology sectors where protection
and hygiene cannot be compromised.
Moreover, socio-economic growth across numerous markets has spurred the demand for healthcare
services which have contributed to the continued demand for gloves.
While local glove manufacturers may face competition from other regional glove producers,
Malaysian manufacturers will reinvent themselves to maintain pole position as the world’s largest
manufacturer of gloves. This is premised on the competitive environment of the glove industry
which has motivated local manufacturers to produce gloves that continue to surpass international
standards.
We will stay focused in our pursuit to capture new markets, maintain our market position and above
all, break new ground with technology advancements.
In today’s increasingly challenging business environment, it is clear that for any organization to
achieve sustainable growth and success, a sound and comprehensive business strategy is necessary
to attain its financial aspirations.
Hence, I am pleased to note that in our inaugural financial year as a listed entity, shareholders will
be duly presented with a deeper insight to the Group’s competitive strengths which have enabled us
to enjoy a strong financial track record from the inception of our business.
To this end, we recorded a profit before tax of RM76.02 million and profit after tax of RM69.6 million
for the financial year ended March 31, 2008. This was achieved on the back of operating revenue of
RM257.6 million.
The Group’s positive results are due to our strong focus on research and development which has
provided us with the perfect platform to produce superior quality products via advanced
manufacturing processes.
RESEARCH AND
DEVELOPMENT
Clearly, what sets us apart from other participants in this sector is our reputation as a front runner in
technology. Due to our intensive research and development efforts, we have been able to enhance our
manufacturing processes to improve our cost competitiveness, output and product quality.
In this inaugural annual report, we would like to highlight a few of these key innovations that have
impacted our position as Malaysia’s largest nitrile glove manufacturer.
Among our many firsts is our creation of the double former dipping lines which produce 30,000 pieces of
gloves per hour in comparison to the industry average of 8,000 to 10,000 pieces of gloves per hour.
The Group has also developed a first-of-its-kind automation system for stripping gloves. This revolutionary system is able to
strip up to 30,000 pieces of gloves per hour to complement our high speed dipping lines. This production rate is not achievable
if done otherwise as it is manually impossible to strip gloves at such speed. Additionally, we have created a glove puller and
stacker system which has strengthened cost efficiencies by leaps and bounds.
These developments were all driven in-house and are currently patent pending. Proprietary technology is crucial to our
strategy in order to gain a competitive advantage and stay ahead in this sector.
Another first was our ability to introduce a synthetic thin nitrile glove that replicates the natural elastic properties of natural
rubber gloves. This breakthrough innovation proved to be a major milestone for the Group as it allowed us to capitalize on the
growing trend among healthcare facilities which are converting from natural rubber to nitrile gloves.
MARKETING
Our research and development efforts have had a direct impact on raising the bar when it comes to the confidence level of our
customers. It has catapulted demand for our range of products and enabled us to manage our cost and minimize our exposure to volatile
natural rubber prices. This strategy complements our marketing aspirations in developing the right glove for the right customer in the
right market.
On this premise, we have proven to be successful as seen in our strong network of loyal customers. We are confident our current
customer base enjoys the benefit of a superior product with excellent service at a highly competitive price.
The Group has a strong presence overseas where we currently export to 23 countries across five continents, namely the Americas, Asia,
Europe, Australia and Africa. Moving forward, we are keen to expand our reach in South America, the Middle East, China and India.
To support our plans for growth, we have taken the initiative to collaborate with intermediaries such as trading houses, distributors and
importers of gloves. This strategy has fuelled our expansion to increase our market coverage without having to make significant
investments in setting up sales and marketing offices.
HUMAN CAPITAL
Human capital development represents an important area for the Group as we believe that having the right people will help us
achieve our business goals in an even more efficient manner. As such, training is provided to accelerate the learning process of our
employees which will facilitate their daily operational work.
By providing them with a strong foundation, this will offer them a platform to further improve their existing knowledge and skills-
set. This is aligned with our vision to cultivate a culture of excellence in every phase of our operations.
Developing young talent is another key area of focus to strengthen our human capital base. On this score, we have implemented an
internship programme which exposes candidates to our business and manufacturing processes with a view towards encouraging
positive contributions from this young talent pool.
OUTLOOK
While the next financial year will continue to present challenges due to the uncertain global economy and rising cost of fuel, we are
optimistic that we will stay on course to achieve our growth plans.
This is based on the demand for our products particularly from end-user industries such as healthcare and food processing as well as
high technology sectors including electronics and biotechnology which are expected to grow.
In line with our plans for expansion, the Group is currently installing ten new production lines in our fourth plant which will provide us
with an additional capacity of approximately 2.9 billion pieces of gloves which would bring our total capacity to 6.2 billion pieces of
gloves per annum.
Apart from these expansion plans, the Group is currently undertaking measures to maintain its competitive margins by focusing on
research and development efforts to improve our engineering capabilities which will have a strong impact on our bottom line.
On the product front, we will continue with our strategy to increase the sales composition of the more elastic and lighter nitrile glove
to enhance our earnings. To capture greater market share, the Group has developed a damp don nitrile elastic high-stress-retention
surgical glove which will be commercialized in the foreseeable future.
In addition, the Group is currently developing a new range of products which include polyisoprene surgical gloves, accelerator free
nitrile gloves and industrial nitrile unsupported gloves that are expected to be completed by FY2009.
As we look towards our next financial year and subsequent years thereafter, we are bullish on increasing capacity, strengthening our
research and development initiatives while gaining new market share. With a track record that spans more than two decades, the
Hartalega Group will continue to be a benchmark for the industry in terms of technology and product excellence.
ACKNOWLEDGEMENT
As a newcomer to the capital markets, the Group is heartened by the positive response from investors. On behalf of the Board, I would
like to extend our appreciation to our shareholders, business partners and relevant approving authorities who have provided us with
their support and co-operation.
The success enjoyed by the Group today is also greatly attributed to every individual who has devoted time and effort towards
achieving our vision.
It is through their dedication, skills and initiative that the Group has flourished and will continue to do so in today’s fast-paced business
environment. I wish to express my gratitude to our well-experienced team of managers and employees for their strong commitment.
Environment, health and safety (EHS) considerations are an integral part in the operations of Hartalega. As a world-renowned medical glove manufacturer,
we are committed to creating state-of-the-art production facilities that conform to international quality systems and best manufacturing practices.
Such facilities enable us to be an efficient manufacturer that produces high quality products in a safe and healthy environment. Our Occupational Health and
Safety Management System (OHSAS) was established to ensure a safe and healthy environment for our employees. Some of our OHSAS activities organized
throughout the year include:-
Given that the environment is an important factor in our business, we have utilized our philosophy of technology advancement by investing in biomass
heaters which operate on biomass wastes. In the long term, this replaces the dependency on diesel, medium fuel oil and natural gas for our heating system.
Let alone the energy cost savings, its impact on the environment will be minimal as we utilise renewable biomass wastes such as empty fruit bunches and
palm kernel shells.
In recognition of our efforts, the Group’s biomass facilities represent a first within the sector in Malaysia as the only energy plant to be registered in the
United Nations Framework Convention on Climate Change (Kyoto Protocol). To solidify our corporate social responsibility efforts, our biomass facilities are in
complete and total compliance with the requirements of the Department of Environment, Malaysia.
We also adopt a proactive approach in preserving the environment through proper management of waste. Our effluent water treatment plants are
maintained to the highest international standards to ensure any discharge has no impact on the environment.
Community Program
Long before our listing, the Hartalega Group has been committed to improving the community and environment in which we operate. As a non-listed entity,
we have made significant contributions for many years totaling more than RM1 million. This ranges from our efforts to build recreational parks for the
communities that surround our plant and the upgrading of school facilities within this area as well as numerous donations to orphanages, retirement homes
and the disadvantaged.
Internally, the Group also has an Education Assistance Scheme whereby staff from the lower income segment can receive aid for their children’s education.
(left to right)
Recreational parks for the community of Batang Berjuntai
A major earthquake measuring 7.8 on the Richter scale, the most severe earthquake in over 25 years, struck a wide area in Sichuan, China in May 2008. Our
Group was able to assist with a donation of 400,000 pieces of gloves to the Red Cross of China. These gloves were redirected to the General Hospital of the
Chinese People’s Armed Police Forces for their relief work.
Audit Committee
Chuah Phaik Sim Chairperson Corporate Office
Abdul Hamid bin Sh Mohamed Member C-G-9, Jalan Dataran SD1, Dataran SD, PJU 9
Dato’ Mohamed Zakri bin Abdul Rashid Member Bandar Sri Damansara 52200 Kuala Lumpur
Tel : +603 62771733
Remuneration Committee Url : www.hartalega.com.my
Dato’ Mohamed Zakri bin Abdul Rashid Chairman Email : [email protected]
Abdul Hamid bin Sh Mohamed Member
Sannusi bin Ngah Member Factory
No. 7, Kawasan Perusahaan Suria
Nomination Committee 45600 Batang Berjuntai, Selangor
Dato’ Mohamed Zakri bin Abdul Rashid Chairman Tel: +603 32710277
Chuah Phaik Sim Member
Sannusi bin Ngah Member Principal Bankers
RHB Bank Berhad
Company Secretaries CIMB Bank Berhad
Lim Ming Toong (MAICSA 7000281) Hong Leong Bank Berhad
Hoh Kean Nyuk (MAICSA 7043594)
c/o SSA Professional Services Sdn Bhd Auditors
Mezzanine Floor Moore Stephens (AF. 0282)
No. 8A, Jalan Sri Semantan Satu No. 8A, Jalan Sri Semantan Satu
Damansara Heights, 50490 Kuala Lumpur Damansara Heights
50490 Kuala Lumpur
Registered Office
Mezzanine Floor No. 8A, Jalan Sri Semantan Satu Registrar
Damansara Heights, 50490 Kuala Lumpur Symphony Share Registrars Sdn Bhd
Tel: +603 20941888 Fax: +603 20947673 26th Floor, Menara Multi Purpose
Capital Square
No. 8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel: +603 27212222
Fax: +603 27212530
+603 27212531
June 2007
Trade show in Hospitalar, Sao Paolo
The Board of Directors is committed to safeguarding the interests of its stakeholders and recognizes the importance of corporate governance in achieving
this objective. The Board knows that transparent disclosure of its organizational and management structure as well as other aspects of its corporate
governance helps stakeholders to assess the quality of the Group and its management and assists investors in their investment decisions.
The Board is committed to ensure that the Group’s corporate governance is in line with the principles and best practices set out in Part 1 of The Malaysian
Code on Corporate Governance (“the Code”). The Board further acknowledges the recommended best practices and the adopted alternative practices set out
in Part 2 of the Code and continues to evaluate the status of the practices and the adopted alternatives.
A. Board of Directors
The Board comprises members who have vast experience in the glove industry as well professionals in the finance and consulting sectors. The Board
brings a wide spectrum of diverse skills and expertise to the Group which allows it to meet its objectives in the competitive glove manufacturing
landscape.
The Board currently has eight (8) members comprising four (4) executive directors, three (3) independent non-executive directors and one (1) non-
independent non-executive director. This fulfils the one-third independence requirement.
The Board continues to be mindful of the combined role of the Chairman and Managing Director positions currently held by Kuan Kam Hon. In the
best interest of the Group, this combined role is maintained as the valuable knowledge in the business operation contributed by Kuan Kam Hon is
essential to the effective management of the Group.
Any concern can be conveyed to any one of the Directors as they exercise their responsibilities collectively. Hence, the need to appoint a senior
independent non-executive director to address concerns relating to the Group does not arise.
Board Committee
The Board is assisted by several Board committees which operate within clearly defined terms of reference.
• Audit Committee
The Audit Committee assists the Board in meeting its responsibilities regarding financial reporting and review, and evaluates the internal and
external audit functions.
• Remuneration Committee
The Remuneration Committee recommends to the Board the remuneration of the executive and non-executive directors. The committee also
assists the Board in assessing the responsibility and commitment undertaken by our board members.
• Nomination Committee
The Nomination Committee reviews the composition of the Board and nominates candidates to the Board when the need arises. It also assesses
the skills and performance of the directors and ensures that the Board appointees undergo appropriate training.
During the financial year under review, one (1) Board meeting was held. Details of attendance of each individual director in respect of the
meeting held are disclosed below:-
*Note: Kuan Mun Keng was appointed as Director of the Company on 4 July 2008
Board meetings were held to discuss matters that require members’ input and decision. Board meetings are structured with pre-set agendas
circulated in advance to ensure sufficient time is given to understand the key issues and contents. The Company Secretary is responsible for
ensuring the Board meeting procedures are followed and applicable rules and regulations are complied with.
Kuan Mun Keng was appointed to the Board on 4 July 2008 to preside as an Executive Director to oversee matters pertaining to corporate finance
and business development.
Directors’ Training
All directors are encouraged to participate in relevant training programmes for continuing professional development and to further enhance
their skills and knowledge. The directors are mindful that they shall receive appropriate training which may be required from time to time to
keep them abreast with the current development of the industry as well as new statutory and regulatory developments.
The directors of the Company have attended the Mandatory Accredition (MAP) prescribed by Bursa Malaysia Securities Berhad for directors of
public listed companies.
B. Directors’ Remuneration
In the case of executive directors, the remuneration package is structured to reward corporate and individual performance, while for non-
executive directors, the remuneration reflects the experience and level of responsibilities undertaken.
The aggregate directors’ remuneration paid or payable or otherwise made available to all directors of the Company during the financial
year is as follows :-
Below RM50,000 4
RM100,000 – RM200,000 1
RM300,000 – RM400,000 1
RM1,000,000 – RM1,100,000 1
The Group recognizes the importance of communication with its shareholders and utilizes many channels to disseminate information and
interact with them. The Group has a website which shareholders and the public can access for up-to-date information about the business and
the Group. The website can be accessed at www.hartalega.com.my. In addition, the Group makes various announcements on business
developments using traditional mass media throughout the year. The Group also releases financial results on a quarterly basis according to
Bursa Malaysia’s requirements.
The Group aims to have full interaction with fund managers, institutional investors and analysts. As such a Corporate Affairs Department has
been designated for investor relations. During the year, the Group arranged for the Executive Directors and Senior Management to
communicate and meet with investors and analysts to brief them on the on-going business landscape.
Financial Reporting
The Board aims to present a balanced assessment of the Company and the Group’s financial performance and prospects through its
Annual Report, quarterly announcements and press releases.
The Directors’ Responsibility Statement in relation to the preparation of the annual financial statements is set out in pg. 28 of this
report.
Internal Control
The Board is committed to maintaining a sound system of internal control within the Group. The Board acknowledges that a good system of
internal control covering all aspects of the business including compliance and risk management is required to safeguard shareholders’
investment and the group’s assets.
Information on the Group’s internal control is set out in the Statement on Internal Control on pg. 27 of this report.
The Board has a formal and transparent relationship with its auditor, Moore Stephens. The external auditor through its statutory audit
function continues to review, evaluate and refine the Group’s accounting policies and procedures including internal control measures.
This statement is made in accordance with the resolution of the Board of Directors dated 4 July 2008.
B. Composition Compliance
The Audit Committee consists of three (3) members all of who are independent non-executive directors. None of them are alternate directors.
Chuah Phaik Sim, who is a member of MIA, chairs the Audit Committee.
C. Terms of Reference
Authority
The Committee shall, in accordance with procedures determined by the Board and at the expense of the Company:
• Investigate any activity within its terms of reference, with the co-operation of all employees as directed by the Board and the
Committee;
• Have full and unrestricted access to all information, documents and resources required to perform its duties as well as to the internal
and external auditors and senior management of the Company and Group;
• Obtain independent professional advice or other advice and to secure the attendance of external parties with relevant experience and
expertise if necessary;
• Convene meetings with the internal or external auditors, without the attendance of the Executive Directors, whenever deemed
necessary; and
• Make relevant reports when necessary to the relevant authorities when a breach of the Listing Requirements has occurred.
• To review the quality of the external auditors and to make recommendations on their appointment, termination and remuneration;
• To review the audit plan and audit reports, including the evaluation of the internal control system with the external auditors;
• To review the independence and objectivity of the external auditors and their services, including non-audit services;
• To review the liaison between the external auditors, Management and the Board, and the assistance given by Management to the
external auditors;
• To discuss problems and reservations arising from the interim and final audits, and any matter the auditor may wish to discuss;
• To review the external auditor’s audit report, management letter and Management’s response;
• To review the assistance given by the employees of the Company and its subsidiaries to the external auditor;
• To consider the appointment of the internal auditor, the audit fees and any questions of their resignation or dismissal;
• To review the internal audit functions, namely:
• 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;
• The internal audit programme and results of the internal audit process and where necessary, ensure that appropriate action is taken
on the recommendations of the internal auditor; and
• The performance of the internal auditor, whose role includes the examination and evaluation of the Group’s operations and their
compliance with the relevant policies, codes and legislations;
• To review the quarterly reporting to Bursa Malaysia and year-end annual financial statements before submission to the Board,
focusing on major accounting policy changes, significant audit issues in relation to the estimates and judgement areas, significant and
unusual events, and compliance with accounting standards and other legal requirements;
• To monitor any related party transactions and recurring related party transactions that may arise within the Group and to report, if any,
transactions that may arise within the Group and any related party outside the Group that are not based on arms-length terms and are
disadvantageous to the Group;
• To review any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure
or cause of conduct that may raise questions of management integrity;
• To consider the major findings of internal investigations and Management’s response;
• To review and monitor the effectiveness of the Group’s system of internal control; and
• To consider other matters as defined by the Board.
D. Meetings
The Committee will meet at least four (4) times a year and such additional meetings that the Chairman shall decide to hold in order to fulfil its duties.
The external auditors may request for a meeting if they consider that one is necessary. During the financial year ended 31 March 2008, the Audit
Committee did not meet as the Group was only listed on the Main Board of Bursa Malaysia on 17 April 2008.
The quorum for each meeting shall be two (2) members and the majority of members present must be Independent Non-Executive Directors. The
authorised Officers and a representative of the external auditors may attend meetings at the invitation of the Committee. Other Board members shall
also have the right of attendance upon the invitation of the Committee. If necessary, the Committee shall meet with the external auditors without
executive Board members present.
The Secretary to the Committee shall be the Company Secretary or any other person appointed by the Committee.
The Secretary shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulating it to the Committee members prior
to each meeting. The Secretary will also be responsible for keeping the minutes of the meeting of the Committee, and circulating it to the Committee
members and to other members of the Board.
A Resolution in writing, signed or approved by letter by all the members of the Audit Committee who are sufficient to form a quorum, shall be valid
and effectual as if it had been passed at a meeting of the Audit Committee duly called and constituted. All such resolutions shall be described as
“Audit Committee Circular Resolution” and shall be forwarded or otherwise delivered to the Secretary without delay, and shall be recorded by him in
the Company’s minute book. Any such resolution may consist of several documents in like form, each signed by one (1) or more members.
E. Summary of Activities
Subsequent to the Group’s listing on 17 April 2008, the Audit Committee has identified and appointed its internal auditor.
The role of the internal audit function is to assist the Audit Committee and the Board of Directors in monitoring and managing risks and internal
controls of the Group. A systematic and disciplined approach will be used to evaluate and improve the effectiveness of risk management, operational
and internal controls, and compliance with laws and regulations.
The system of internal control is designed to manage risk to a reasonable level rather than to eliminate the risk of failure to achieve the Group’s
business objectives. It can therefore only provide reasonable and not absolute assurance against material misstatement or financial losses or fraud.
In achieving the Group’s business objectives, the system of internal control is designed based on the principles of identifying and prioritizing risk,
evaluating the likelihood of those risks being realized and the impact should they be realized, and then, managing them effectively, efficiently and
economically. The Group will establish and formalize a structured and documented risk management framework by the next financial year.
The key elements of the Group’s internal control system are described below:
• Company policies and procedures that adhere to ISO 9001:2000 and ISO 13485:2003 quality management systems are in place for its major
subsidiary company, Hartalega Sdn Bhd and they are reviewed annually for their effectiveness;
• Clearly defined organizational structure with proper delegation of responsibilities and accountability. Appropriate authority limits are
established for the approval process, therefore minimizing the risk of unauthorized transactions;
• Requirement for the timely submission of monthly financial reports and key operational performance indicators to the management;
• Human resource function sets out policies for recruitment, training and staff appraisal to ensure that staff is competent and adequately
trained in carrying out their responsibilities; and
• All new products go through defined design control, and new machines and production processes go through a verification and
validation process before implementation.
On 27 June 2008, the Board appointed an external consultant to review the systems of internal control of the Group. The outsourcing of the internal
audit function will provide independence to the activities and operations of the Group, thereby providing the Audit Committee and the Board the
assurance with regards to the adequacy and integrity of the system of internal control.
The principal responsibility of the outsourced internal audit function is to undertake regular and systematic review of the system of internal control
so as to provide reasonable assurance that such a system operates in a satisfactory and effective manner.
The Group applies a balanced approach to risk-taking and is committed to implementing an active approach to the mitigation of risk. There were no
material internal control failures which resulted in material losses or contingencies during the financial year.
The Directors are required by the Companies Act, 1965, to ensure that financial statements prepared for each financial year give a true and fair view
of the state of affairs of the Group and of the Company as at the end of the financial year and of the Group and the Company’s results and cash flow
for the financial year. The Directors consider that in presenting the financial statements, the Group has used appropriate accounting policies that are
consistently applied and supported by reasonable and prudent judgments and estimates.
The Directors have a general responsibility for ensuring that the Group and the Company keep accounting records and financial statements which
disclose with reasonable accuracy, the financial position of the Group and the Company. The Directors have taken steps to ensure that such financial
statements comply with the Companies Act, 1965, approved accounting standards in Malaysia and other regulatory provisions.
DIRECTORS' REPORT
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 2008.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding, whilst the principal activities of its subsidiaries, which were acquired during the financial
year, are stated in note 7 to the financial statements. There have been no significant changes in the nature of these activities during the financial
year.
Attributable to:
69,602,237 12,382,886
DIVIDENDS
During the financial year, the Company declared and paid an interim tax exempt dividend of 10% (5 sen per share) amounting to RM12,115,600 in
respect of the current financial year.
The directors do not recommend any final dividend payment for the current financial year.
At the date of this report, the Directors are not aware of any circumstances which would render the amount of the provision for doubtful debts or
the amount written off as bad debts in the financial statements of the Group and of the Company inadequate to any substantial extent.
At the date of this report, the Directors are not aware of any circumstances which would render the values attributed to the current assets in the
financial statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence to the existing method of
valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which secures the
liabilities of any other person; or
(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year.
No contingent liability or other liability of the Group or of the Company has become enforceable, or is likely to become enforceable within the period
of twelve months after the end of the year which, in the opinion of the Directors, will or may substantially affect the ability of the Group or of the
Company to meet its obligations as and when they fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the
Group and of the Company which would render any amount stated in the financial statements misleading.
(i) the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item,
transaction or event of a material and unusual nature other than the acquisition of a subsidiary company and the property,
plant and equipment and inventories written off following a fire outbreak; and
(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the
Company for the financial year in which this report is made.
ISSUE OF SHARES
During the financial year, the Company increased its authorised share capital from RM100,000 to RM250,000,000 by the way of:-
(i) share split of its existing 100,000 ordinary shares of RM1.00 each into 200,000 ordinary shares of RM0.50 each; and
The Company then increased its issued and fully paid-up share capital from RM2 to RM121,156,000 by way of issue of shares of RM0.50 each at an
issue price of RM0.5105 per ordinary share for the acquisition of the entire issued and paid-up share capital of Hartalega Sdn Bhd comprising
15,681,997 of RM1.00 each for a purchase consideration of RM123,700,000.
The interests of the Directors in office as at the end of the financial year in the shares of the Company during the financial year according to the
registers required to be kept under Section 134 of the Companies Act, 1965, are as follows:-
Name of Directors
Direct interest in the Company
By virtue of their interests in the shares of the Company, the above Directors are also deemed interested in the shares of the subsidiary companies
during the financial year to the extent that the Company has an interest.
The other Directors are not deemed to have substantial financial interests in the shares of the Company during the financial year.
Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to enable the Directors to acquire
benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
SIGNIFICANT EVENTS
Significant events arising during the financial year are disclosed in note 27 to the financial statements.
SUBSEQUENT EVENT
Significant event arising subsequent to the financial year is disclosed in note 28 to the financial statements.
AUDITORS
The auditors, Messrs. Moore Stephens, were involved in a merger on 1 January 2008. The merged firm is now practicing under the name of Moore
Stephens AC. In view of this merger, Messrs. Moore Stephens retires and do not seek reappointment. A resolution to appoint Messrs. Moore Stephens
AC will be proposed at the forthcoming Annual General Meeting.
Kuala Lumpur
4 July 2008
Statement by
Directors
(Pursuant to Section 169(15) of the Companies Act,1965)
We, the undersigned, being two of the Directors of the Company, state that in the opinion of the Directors, the accompanying financial statements
as set out on pages 39 to 80, are drawn up in accordance with the provisions of the Companies Act, 1965 and Financial Reporting Standards in
Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 March 2008 and of the results of the
operations, changes in equity and cash flows of the Group and of the Company for the year ended on that date.
Statutory
Declaration
(Pursuant to Section 169(16) of the Companies Act,1965)
I, Kuan Kam Hon@ Kwan Kam Onn, NRIC No.:470904-10-5099, being the Director primarily responsible for the financial management of the
Company, do solemnly and sincerely declare that the financial statements as set out on pages 39 to 80 are to the best of my knowledge and belief,
correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations
Act, 1960.
We have audited the financial statements of Hartalega Holdings Berhad, which comprise the balance sheets as at 31 March 2008 of the Group and
of the Company, and the income statements, statements of changes in equity and cash flow statements of the Group and of the Company for the year
then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 39 to 80.
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial
Reporting Standards and the Companies Act,1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal
control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or
error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved
standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures
selected depend on our judgement, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, we consider internal control relevant to the Company’s preparation and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965
in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as of 31 March 2008 and of their financial
performance and cash flows for the year then ended.
In accordance with the requirements of the Companies Act,1965 in Malaysia, we also report the following:-
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated
in note 7 to the financial statements.
(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the Company’s financial statements are in form and
content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory
information and explanations required by us for those purposes.
(d) The audit reports on the accounts of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of
the Act.
Other Matters
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.
Kuala Lumpur
4 July 2008
2008
Note RM
ASSETS
Non-current assets
Property, plant and equipment 4 179,699,926
Capital work-in-progress 5 20,187,719
Prepaid land lease payments 6 152,380
Other investment 8 175,000
200,215,025
Current assets
Inventories 9 22,052,270
Trade and other receivables 10 38,618,551
Tax assets 164,054
Cash and bank balances 11 8,345,029
69,179,904
TOTAL ASSETS 269,394,929
2008
Note RM
Equity
Share capital 12 121,156,000
Reserves 14 58,311,929
Total equity attributable to equity holders of the Company 179,467,929
Minority interests 122,155
Total Equity 179,590,084
Liabilities
Non-current liabilities
Loans and borrowings 15 21,132,006
Deferred taxation 16 19,243,184
40,375,190
Current liabilities
Trade and other payables 17 29,457,801
Loans and borrowings 15 19,832,928
Taxation 138,926
49,429,655
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
2008
Note RM
Attributable to:-
Equity holders of the Company 69,554,434
Minority interests 47,803
69,602,237
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
2008
Note RM
Adjustments for:-
Allowance for doubtful debts 18,845
Amortisation of prepaid land lease payments 1,724
Bad debts written off 15,114
Depreciation of property, plant and equipment 9,525,427
Inventories written off 561,784
Interest expense 781,789
Property, plant and equipment written off 1,064,585
Excess of fair value over acquisition cost of subsidiary companies (34,084,804)
Gain on disposal of property, plant and equipment (47,180)
Interest income (505,713)
Unrealised gain on foreign exchange (1,977,738)
2008
Note RM
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
2008 2007
Note RM RM
ASSET
Non-current asset
Investment in subsidiary companies 7 123,700,000 -
Current asset
Cash and bank balances 11 303,841 2
303,841 2
124,003,841 2
Current liabilities
Other payables and accruals 17 1,796,650 8,328
Total Liabilities 1,796,650 8,328
TOTAL EQUITY AND LIABILITIES 124,003,841 2
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
Non - (Accumulated
Distributable Losses)/
Share Share Retained Total
Capital Premium Profits Equity
RM RM RM RM
At 24.7.06 2 - - 2
Loss for the period - - (8,328) (8,328)
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
Adjustments for:-
Dividend income (12,388,778) -
Interest income (1,299) -
Operating loss before working capital changes (6,971) ( 8,328)
Change in payables 1 ,434,004 8,328
Cash generated from operations 1,427,033 -
Interest received 1,299 -
Tax paid (220) -
Net cash generated from operating activities 1,428,112 -
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia
Securities Berhad.
The registered office of the Company is located at Mezzanine Floor, 8A Jalan Sri Semantan Satu, Damansara Heights, 50490 Kuala Lumpur.
The principal place of business of the Company is located at C-G-9, Jalan Dataran SD1, Dataran SD, PJU9, Bandar Sri Damansara, 52200 Kuala
Lumpur.
The Company is principally engaged in investment holding, whilst the principal activities of the subsidiary companies, which were acquired
during the year, are stated in note 7.
2. BASIS OF PREPARATION
The financial statements of the Group and of the Company comply with the provisions of the Companies Act, 1965 and Financial Reporting
Standards in Malaysia.
The measurement bases applied in the presentation of the financial statements of the Group and of the Company included cost, recoverable
amount and realisable value. Estimates are used in measuring these values.
The financial statements of the Group and of the Company are presented in Ringgit Malaysia (RM), which is the Group’s and the Company’s
functional currency. All financial information presented in RM has been rounded to the nearest RM, unless otherwise stated.
The preparation of financial statements of the Group and of the Company requires management to make assumptions, estimates and
judgements that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.
Assumptions and estimates are reviewed on an ongoing basis and are recognised in the period in which the assumption or estimate is revised.
Significant areas of estimation, uncertainty and critical judgements used in applying accounting principles that have significant effect on the
amount recognised in the financial statements are as follows:-
(i) Depreciation of property, plant and equipment (note 4) - The cost of property, plant and equipment is depreciated on a reducing balance
basis over the assets’ useful lives. Management estimates the useful lives of these property, plant and equipment to be within 5 to 50
years. These are the common life expectancies applied generally. Changes in the expected level of usage could impact the economic
useful lives and the residual values of these assets, therefore future depreciation charges could be revised.
(ii) Impairment of property, plant and equipment (note 4) – the measurement of the recoverable amount of cash-generating units are
determined based on either the fair value or the value-in-use method, which requires the use of cash flow projections based on financial
budgets approved by management.
On 1 April 2007, the Group and the Company adopted the following Financial Reporting Standard (“FRS”) issued by the Malaysian Accounting
Standards Board (“MASB”) mandatory for accounting periods beginning on or after 1 October 2006:-
The adoption of this FRS 124 does not have any material financial impact on the Group and on the Company or result in any significant
changes in accounting policies of the Group and of the Company except for the format and extent of disclosures presented in the financial
statements.
New and revised FRSs, Amendments to FRSs and Issues Committee (“IC”) Interpretations not adopted in preparing these financial statements:-
For financial
periods beginning
on or after
IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007
IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments 1 July 2007
IC Interpretation 5 Rights to Interests Arising from Decommissioning,
Restoration and Environmental Rehabilitation Funds 1 July 2007
IC Interpretation 6 Liabilities Arising from Participating in a Specific Market-Waste Electrical
and Electronic Equipment 1 July 2007
IC Interpretation 7 Applying the Restatement Approach under FRS 129 Financial Reporting in
Hyperinflationary Economies 1 July 2007
IC Interpretation 8 Scope of FRS 2 1 July 2007
FRS 139 Financial Instruments : Recognition and Measurement Yet to be
determined
The adoption of FRS 107, 112, 118, 119, 134, 137 and amendment to FRS 121 is not expected to have any significant financial impact on the
results and the financial position of the Group and of the Company when these standards become effective.
IC Interpretation 1, 2, 5, 6, 7, 8 and FRS 111, 120, 126 and 129 are not relevant to the Group and to the Company operations.
However, the Company did not make an early adoption of FRS 139 for which MASB has yet to announce the effective date. The impact of
applying the standard on the financial statements upon first adoption required by paragraph 30(b) of FRS 108 Accounting Policies, Changes
in Accounting Estimates and Errors is not disclosed by virtue of the exemption provided under paragraph 103AB of FRS139.
The consolidated financial statements include the financial statements of the Company and all of its subsidiary companies which are
listed in note 7 made up to the end of the financial year.
All intra-group balances, transactions and resulting unrealised profits and losses (unless cost cannot be recovered) are eliminated on
consolidation and the consolidated financial statements reflect external transactions only.
The results of the subsidiary companies acquired or disposed during the financial year are included in the consolidated financial
statements based on the purchase method from the effective date of acquisition or up to the effective date of disposal respectively. The
assets, liabilities and contingent liabilities assumed of a subsidiary company are measured at their fair values at the date of acquisition
and these values are reflected in the consolidated balance sheet.
Minority interests represent the portion of profit or loss and net assets in subsidiary company not held by the Group. It is measured at
the minority interests’ share of the fair value of net assets at the acquisition date and the minorities’ share of changes in the equity since
then.
The consolidated financial statements are prepared on the basis that excess of losses attributable to minority shareholders over their
equity interest will be absorbed by the Group. All profits subsequently reported by the subsidiary company will be allocated to the Group
until the minority shareholders’ share of losses previously absorbed by the Group has been recovered.
Any excess of the Group’s interest in the fair value of the identified assets, liabilities and contingent liabilities assumed over the cost of
acquisition is charged in the income statement.
A subsidiary company is an enterprise in which the Group has the power to exercise control over its financial and operating policies so
as to obtain benefits from its activities.
Investments in subsidiary companies, which are eliminated on consolidation, are stated at cost less accumulated impairment losses, if
any, in the Company's financial statements. Impairment loss is determined on an individual basis.
Gains or losses arising from the disposal of an investment is determined as the difference between the estimated net disposal proceeds
and the carrying amount of the investment, and is recognised in the income statement.
(c) Goodwill
Goodwill acquired in a business combination represents the excess of the purchase consideration over the Group’s interest in the net fair
value of the identifiable assets, liabilities and contingent liabilities in the subsidiary companies at the date of acquisition.
Goodwill is allocated to cash generating units and is stated at cost less accumulated impairment losses, if any. Impairment test is
performed annually. Goodwill is also tested for impairment when indication of impairment exists. Impairment losses recognised are not
reversed in subsequent periods.
Upon the disposal of interest in the subsidiary company, the related goodwill will be included in the computation of gain or loss on
disposal of interest in the subsidiary company in the consolidated income statement.
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Cost includes
expenditure that are directly attributable to the acquisition of the asset. Subsequent costs are included in the assets’ carrying amount
or recognised as separate asset as appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment
are recognised in the income statement as incurred.
Freehold land is not depreciated and depreciation of other property, plant and equipment is calculated on the reducing balance basis to
write off the cost of the property, plant and equipment over their estimated useful lives.
The residual values, useful lives and depreciation method are reviewed at each financial year-end to ensure that the amount, method
and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic
benefits embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use
or disposal. The difference between the net disposal proceeds, if any, and the net carrying amount is recognised in the income
statement.
Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use and no further
charge for depreciation is made in respect of these property, plant, and equipment.
The carrying amounts of assets other than inventories and financial assets are reviewed at each balance sheet date to determine
whether there is any indication of impairment. If such an indication exists, the asset's recoverable amount is estimated. The recoverable
amount is the higher of fair value less cost of sales and the value in use, which is measured by reference to discounted future cash flows
and is determined on an individual asset basis, unless the asset does not generate cash flows that are largely independent of those from
other assets. If this is the case, recoverable amount is determined for the cash-generating unit to which the asset belongs to. An
impairment loss is recognised whenever the carrying amount of an item of assets exceeds its recoverable amount.
An impairment loss is recognised as an expense in the income statement. Any subsequent increase in recoverable amount of an asset,
other than goodwill, due to a reversal of impairment loss is restricted to the carrying amount that would have been determined (net of
accumulated depreciation, where applicable) had no impairment loss been recognised in prior years. The reversal of impairment loss is
credited to the income statement.
(f ) Capital Work-In-Progress
Capital work-in-progress is stated at cost during the period of construction. No depreciation is provided on capital work-in-progress and
upon completion of construction, the cost will be transferred to property, plant and equipment.
(g) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-out basis. Cost includes the
actual cost of materials and incidentals in bringing the inventories into store and for manufactured inventories, it also includes a portion
of labour and relevant production overheads.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the
estimated costs necessary to make the sale.
( j) Taxation
Taxation in the income statement represents the aggregate amount of current and deferred tax. Current tax is the expected amount
payable in respect of taxable income for the year and any adjustments recognised in the year for current tax of prior years.
Deferred tax is provided using the liability method, on all temporary differences between the tax base of assets and liabilities and their
carrying amounts in the financial statements.
( j) Taxation (cond’t)
Deferred tax is not recognised if the temporary difference arises from initial recognition of goodwill or from the initial recognition of an
asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting
profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period in which the assets are
realised or the liabilities are settled.
Deferred tax is recognised in equity when it relates to items recognised directly in equity. When deferred tax arises from business
combination that is an acquisition, the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s
interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.
Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences relating to the same
taxation authority to offset or when it is probable that future taxable income will be available against which the assets can be utilised.
i. Goods sold
Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances,
trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been
transferred to the buyer, 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.
i. Finance lease
Leases of property, plant and equipment where the Group and the Company assumes substantially all the benefits and risks of
ownership are classified as finance leases.
Finance lease are capitalised at the inception of the lease at the lower of the fair value of the leased property and the present
value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve
a periodic constant rate of interest on the remaining balance. The corresponding rental obligations, net of finance charges, are
included in borrowings. The interest element of the finance charge is charged to the income statement over the lease period so as
to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
In the case of a lease of land, the minimum lease payments or the up-front payments made represent prepaid lease payments and
are amortised on a straight-line basis over the lease term.
Hartalega Holdings Berhad Annual Report 2008
56 Notes to the Financial Statements
31 March 2008 (cont’d)
All borrowing costs are recognised in the income statement using the effective interest method in the period in which they are incurred
except to the extent that they are capitalised as being directly attributable for the acquisition construction or production of an asset
which necessarily takes a substantial period of time to be prepared for its intended use.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being
incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended use or sale are in
progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the
qualifying asset for its intended use or sale are interrupted or completed.
Financial instruments are classified as assets, liabilities or equity in accordance with the substance of the contractual arrangement.
Interest, dividends, gains and losses relating to financial instruments classified as assets or liabilities are reported as expense or income.
Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when
the Group and the Company have a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset
and settle the liability simultaneously.
The recognised financial instruments comprise cash and cash equivalents, pledged cash deposits, other investments, trade and other
receivables, trade and other payables, bank borrowings and ordinary shares. These instruments are recognised in the financial
statements when a contract or contractual arrangement has been entered into with the counter-parties.
The unrecognised financial instruments comprise derivatives financial instruments such as foreign exchange forward contract. The
financial derivatives are recognised only when underlying transactions occurred or when settled.
i. Receivables
Receivables are stated at cost less allowance for doubtful debts, if any, which is the anticipated realisable values. Known bad debts
are written off and specific allowance is made for those debts considered to be doubtful of collection.
ii. Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs
comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been
avoided.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income
statement.
The underlying foreign currency assets and liabilities are translated at their respective hedged exchange rate and all exchange
gains and losses are recognised as income or expenses in the income statement at the same period the exchange differences on
the underlying hedged items. Exchange gains or losses arising on contracts entered into as hedges of anticipated future
transactions are deferred until the date of such transactions, at which time they are included in the measurement of such
transactions.
The Group presents basic earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the
period.
A segment is a distinguishable component of the Group that is either in providing products or services (business segment), or in
providing product or services within a particular economic environment (geographical segment), which is subject to risks and rewards
that are different from those of other segments.
Furniture,
Freehold Plant & Fittings Motor
Land Buildings Machinery & Equipment Vehicles Renovation Total
RM RM RM RM RM RM RM
Group
Cost
At 1.4.07 - - - - - - -
Acquisition of subsidiary companies 14,910,527 27,012,083 116,385,907 13,094,182 3,812,417 897,961 176,113,077
Transfer from capital work-in-progress (note 5) 14,097,261 34,716,713 3,218,814 - 485,269 52,518,057
Additions - 1,817,664 3,460,227 2,147,151 966,149 - 8,391,191
Disposals - - - - (1,104,628) - (1,104,628)
Written off - - (2,905,994) - - - (2,905,994)
Translation differences - - (1,768) (2,607) - - (4,375)
Accumulated Depreciation
At 1.4.07 - - - - - - -
Acquisition of subsidiary companies - 3,022,139 36,752,809 4,918,104 1,755,566 14,904 46,463,522
Additions - 478,003 7,494,626 1,008,384 439,147 105,267 9,525,427
Disposals - - - - ( 837,308) - (837,308)
Written off - - (1,841,409) - - - (1,841,409)
Translation differences - - (832) (1,998) - - (2,830)
Security
The net book value of the property, plant and equipment pledged as security for banking facilities granted to the Group are as follows:-
Group
2008
RM
Freehold land 11,588,873
Buildings 39,426,866
Plant and machinery 109,240,168
160,255,907
Included in the above property, plant and equipment of the Group are furniture, fittings and equipment acquired under the finance lease
arrangements as follows:-
Group
2008
RM
Cost 19,820
Net book value 12,543
5. CAPITAL WORK-IN-PROGRESS
Group
2008
RM
This is in respect of construction of new factory building and set up of new production lines.
Included in capital work-in-progress is an amount of RM795,516 being interest incurred during the year.
Group
2008
RM
At cost
Long term leasehold land
Acquisition of subsidiary companies 158,023
Less: Accumulated amortisation
Acquisition of subsidiary companies 3 ,919
Amortisation for the year 1,724
(5,643)
At end of the year 152,380
The long term leasehold land of the Group has an unexpired lease period of more than 50 years.
Company
2008 2007
RM RM
* Pharmatex (Australia) Pty Ltd Australia Retail and wholesale of gloves 82% -
* Pharmatex USA Incorporated United States of America Retail and wholesale of gloves 80% -
8. OTHER INVESTMENT
Group
2008
RM
9. INVENTORIES
Group
2008
RM
At cost
Finished goods 5,530,787
Work-in-progress 3,577,593
Raw materials 10,398,044
Goods-in-transit 243,182
Spare parts and consumables 2,302,664
22,052,270
Group
2008
RM
Trade
Non-trade
Other receivables 1,218,478
Deposits 290,615
Prepayments 3,994,196
5,503,289
38,618,551
Note 10.1
The Group’s normal trade credit term ranges from 30 to 90 days. Other credit terms are assessed and approved on a case by case basis.
Group
2008
RM
Note 10.2
Included in prepayments of the Group is an amount of RM3,478,279 being prepayments for purchase of raw materials.
Group Company
2008 2008 2007
RM RM RM
Group
2008
RM
Note 11.2
Deposits with licensed banks of the Group bear effective interest at rates ranging from 1.80% to 3.70% per annum. Included in the deposits of
the Group is RM33,187 pledged as security deposit for rental of property.
Group/Company
2008 2007
RM RM
Authorised:
At beginning of the year/period
100,000 ordinary shares of RM1.00 each 100,000 100,000
During the year, 100,000 ordinary shares of RM1.00
each are subdivided into 200,000 ordinary shares of RM0.50 each - -
Group/Company
2008 2007
RM RM
Group/Company
2008 2007
RM RM
Subscription of 242,311,996 ordinary shares of
RM0.50 each at a premium of RM0.0105 2,544,002 -
Less: Shares issue expenses (1,751,769) -
792,233 -
14. RESERVES
Group Company
2008 2008 2007
RM RM RM
Distributable
Retained profits/(Accumulated losses) 57,430,506 258,958 (8,328)
Non-distributable
Share premium (note 13) 792,233 792,233 -
Translation reserve 89,190 - -
881,423 792,233 -
58,311,929 1,051,191 (8,328)
The Company has sufficient tax exempt income to frank all of its retained profits at 31 March 2008 if paid out as dividends.
The Malaysian Budget 2008 introduced a single tier company income tax system with effect from year of assessment 2008. The Company has
not elected for the single tier company income tax system.
Hartalega Holdings Berhad Annual Report 2008
64 Notes to the Financial Statements
31 March 2008 (cont’d)
2008
Secured
Note 15.1
Group
2008
RM
Current liabilities
Payable within one year
Minimum lease payments 1,841
Less: Future finance charges (134)
Present value of minimum lease payments 1,707
Note 15.2
The bankers’ acceptances, export credit refinancing and term loans of the Group are secured against:-
(i) legal charges over a subsidiary company’s freehold land and buildings (note 4);
(ii) fixed and floating charges and debentures over a subsidiary company’s assets;
(iii) specific debenture over a subsidiary company’s plant and machinery (note 4);
(iv) corporate guarantee from the Company; and
(v) joint and several guarantees by certain Directors of the Group.
Group
2008
RM
This is in respect of estimated deferred tax assets and liabilities arising from temporary differences as follows:-
Group
2008
RM
The estimated temporary differences for which no deferred tax assets have been recognised in the financial statements are as follows:-
Group
2008
RM
Group Company
2008 2008 2007
RM RM RM
Trade
Trade payables 12,079,839 - -
Non-trade
Amount owing to a subsidiary company - 1,127,315 -
Amount owing to a director 2,657 - -
Other payables 11,694,941 39,900 7,488
Accruals 5,680,364 629,435 840
17,377,962 1,796,650 8,328
29,457,801 1,796,650 8,328
Note 17.1
The normal trade credit term granted to the Group ranges from 30 to 60 days.
Group
2008
RM
Note 17.2
The amount owing to a subsidiary company and a director is non-trade in nature, unsecured, interest free, repayable on demand and expected
to be settled in cash.
Note 17.3
Included in other payables of the Group is an amount of RM10,451,847 in respect of balance outstanding for the acquisition of property, plant
and equipment.
Group
2008
RM
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
Revenue
- Sales of goods 257,582,149 - -
- Dividend income - 12,388,778 -
257,582,149 12,388,778 -
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
^ In respect of inventories and property, plant and equipment destroyed by fire as mentioned in note 27(d).
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
20. TAXATION
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
The reconciliation of the tax amount at statutory tax rate to the Group’s and the Company’s tax expenses are as follows:-
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
* The corporate tax rates are 26% for year of assessment 2008 and 25% for the subsequent years of assessment. Consequently, deferred tax
assets and liabilities are measured using these rates.
Hartalega Holdings Berhad Annual Report 2008
70 Notes to the Financial Statements
31 March 2008 (cont’d)
The calculation of basic earnings per ordinary share is based on the net profit attributable to ordinary equity holders of RM69,554,434 and on
the weighted average number of ordinary shares outstanding during the year of 217,748,866.
Group
Year Ended
31.3.08
RM
Group
Year Ended
31.3.08
RM
On 7 May 2007, the Company acquired 15,681,997 ordinary shares of RM1.00 each representing the entire issued and paid-up share capital of
Hartalega Sdn. Bhd., for a total cash consideration of RM123,700,000.
The fair values of the assets acquired and the liabilities assumed at the effective date of acquisition are as follows:-
Group
RM
The effects on the consolidated results of the Group from the effective date of acquisition are as follows:-
Group
2008
RM
Group Company
Year ended Year ended 24.7.06 to
31.3.08 31.3.08 31.3.07
RM RM RM
Group
2008
RM
Parties are considered to be related to the Group if the Group has the ability directly or indirectly to control the party or exercise
significant influence over the party in making financial and operating decision, or vice versa, or where the Group and the party are
subject to common control or common significant influence.
The Group has a related party relationship with its subsidiaries, key management personnel and Directors of the Group.
Key management personnel includes personnel having authority and responsibility for planning, directing and controlling the activities
of the entities, directly or indirectly, including any executive director of the Group.
Group
2008
RM
Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segment, is
based on the Group’s management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those can be allocated on a reasonable basis.
Unallocated items comprise mainly other investments, corporate assets and head office expenses, and tax assets and liabilities.
Segment capital expenditure is the total cost incurred during the year to acquire property, plant and equipment, and intangible assets other
than goodwill.
Business segments
The Group’s business segments mainly comprise the manufacturing and sale of latex gloves. All information required for business segment has
been disclosed in the financial statements. As such, no business segmental analysis of its financial results is reported.
Geographical segments
The manufacturing and investment holding segments are operated solely in Malaysia. In presenting information on the basis of geographical
segments, segment revenue is based on the geographical location of customers while segment assets are based on the geographical location
of assets.
2008
Revenue from external customers by
location of customers 193,811,351 7,000,648 25,757,850 23,465,804 2,077,594 5,468,902 257,582,149
Segment assets by location of assets 706,541 - - - 265,437,551 2,607,944 268,752,036
Capital expenditure by location of assets 9,942 - - - 78,780,497 6,305 78,796,744
(a) On 3 May 2007, the Company subdivided the existing ordinary shares of RM1.00 each in the Company to two new ordinary shares
RM0.50 each.
(b) On 4 May 2007, the Company increased its authorised share capital from RM100,000 divided into 200,000 ordinary shares of RM0.50 each
to RM250,000,000 divided into 500,000,000 ordinary shares of RM0.50 each by way of creation of 499,800,000 ordinary shares of RM0.50
each.
(c) On 7 May 2007, the Company issued 242,311,996 new ordinary share of RM0.50 each to all the shareholders of Hartalega Sdn. Bhd.
(“HSB”) in relation to the acquisition of the entire equity interest in HSB. As a result, HSB became a wholly-owned subsidiary company of
the Company.
(d) On 14 February 2008, a portion of one of the Group’s factory buildings was damaged by a fire outbreak and the amount of the property,
plant and equipment and inventories lost in the fire are disclosed in note 19. The Group has filed claims for the losses incurred and fire
consequential loss. Subsequent to the year end, an interim payment of RM6,500,000 in respect of the damage was received from the
insurer. The balance of insurance claim receivable is yet to be determined.
On 17 April 2008, the entire enlarged issued and paid-up share capital of Hartalega Holdings Berhad comprising 242,312,000 ordinary shares
of RM0.50 each was admitted to the Official List of Bursa Malaysia Securities Berhad (“Bursa Securities”) and the listing of and quotation for
the shares on the Main Board of Bursa Securities.
(a) On 30 May 2007, Tillotson Corporation (“Tillotson”) filed a complaint with The United States International Trade Commission (“ITC”)
alleging wilful infringement of its patent by several manufacturers and re-sellers of Nitrile Gloves imported into the United States.
Tillotson is seeking a General Exclusion Order (“Exclusion Order”) which if granted, would block the importation of those infringing Nitrile
Gloves. The ITC is not authorised to award monetary damages.
On 27 September 2007, Tillotson also filed a claim for unspecified damages, including profits it alleges to have lost, a reasonable royalty
and treble damages in the United States District Court for the Northern District of Georgia, Rome Division.
The Company and its subsidiaries were named in both instances. As to the case filed with ITC, the trial before the Administrative Law
Judge (“the Judge”) was held between 19 May 2008 and 27 May 2008, but the Judge has not issued any decision on the case.
Since neither the Judge nor the ITC has decided on the case, the outcome cannot be determined at this juncture. As to the suit filed in
United States District Court for the Northern District of Georgia, Rome Division, to date the Company and its subsidiaries have not been
formally served with the claim.
Company
2007 2008
The Group is exposed to a variety of risk in the normal course of business. The Group’s risk management seeks to minimise the potential
adverse effects from these exposures. The management reviews and agrees policies for managing each of these risks as follows:-
The Group enters into foreign currency forward contracts to protect the Group from movements in exchange rates by establishing
the rate at which a foreign currency asset or liability will be settled.
As at 31 March 2008, the Group has entered into forward foreign exchange contracts with the following notional amounts and
maturities:-
Total Maturity
Hedged Item Notional Contract Notional Within 1
in RM Currency Rates Amount Year
The net unrecognised gain as at 31 March 2008 on forward contracts amounted to RM570,450. This exchange gain is deferred until the
related trade receivables and sales proceeds are received.
The Group has a credit policy in place and the exposure to credit risk is managed through the application of credit approvals, credit
limits and monitoring procedures.
As at 31 March 2008, approximately 66.90% of the Group’s trade receivables were due from two major customers. Trade receivable
balances from those major customers amounted to RM22,182,155 of which RM9,562,500 are secured by a standby Letter of Credit
from customer.
The methods and assumptions used to estimate the fair values of the following classes of financial assets and liabilities are as follows:-
i. Cash and cash equivalents, pledged deposits, trade and other receivables and payables
The carrying amounts approximate fair values due to the relatively short term maturities of these financial assets and liabilities.
ii. Borrowings
The carrying amounts of floating interest rate term loans approximate their fair values.
The fair values of fixed interest rate term loans and finance lease payables are estimated using discounted cash flow analysis,
based on current lending rates for similar types of borrowing arrangements.
The carrying amounts of financial assets and liabilities recognised in the financial statements of the Group approximate to their fair
values except for the following:
Group
Carrying Fair
Amounts Value
RM RM
2008
Financial assets
Transferable club membership 175,000 180,000
Forward foreign exchange contracts - 570,450
Financial liabilities
Term loans 28,644,227 28,520,523
The nominal/notional amount and fair value of financial instruments not recognised in the balance sheet is as follows:-
Company
Norminal
Notional Fair
Amounts Value
RM RM
2008
* It is not practical to estimate the fair value of the contigent liabilities reliably due to uncertainties of timing, costs and eventual outcome.
There are no comparative figures for the consolidated financial statements as this is the first set of consolidated financial statements prepared
by the Group.
During the financial year there were no recurrent related party transactions of revenue or trading nature involving the directors and/or substantial
shareholders of the Group
B. Share Buy-back
During the financial year there was no share buy-back exercise undertaken.
There were no sanctions and/or penalties imposed on the company and its subsidiaries, directors or management by any relevant regulatory bodies
during the financial year.
The amount of non-audit fees paid/payable to the external auditor in respect of the financial year amount to RM403,685.
E. Variation In Result
The estimated consolidated profit after taxation and minority interest presented in the Prospectus dated 28 March 2008 amounted to RM69.639
million. The consolidated profit after taxation and minority interest achieved by the Group for the said financial year amounted to RM69.544 million.
As such, the Group achieved the profit estimate.
F. Profit Guarantees
There was no profit guarantee given by the Group for the financial year.
The company does not have a revaluation policy on its landed properties.
The company did not issue any options, warrants or convertible securities during the financial year.
During the financial year, the company did not sponsor any ADR or GDR programme.
J. Materials Contract
During the year, there were no material contracts entered into the Company and its subsidiaries which involve directors’ and major shareholders’
interests.
There were no contracts relating to loan by the Company and its subsidiaries in respect of item J.
Approximate
Date of Age of
Location Address Existing Use Acquisition Building Tenure Area(m 2) NBV (RM)
7 Kawasan Perusahaan Suria Factory and 1995 Between 1 to Freehold 29,629 37,623,541
45600 Batang Berjuntai office building 2003 11 years (built-up area)
Selangor 2003
2006
H.S.(D) 7634, P.T. No. 6073 Industrial land 1993 NA Freehold 43,158 4,901,383
Mukim of Batang Berjuntai
Daerah Kuala Selangor
Selangor
H.S. (M) 1742, P.T. No. 2965 Vacant land 1998 NA Leasehold 3,237 152,379
Mukim of Batang Berjuntai Expiring on
Daerah Kuala Selangor 14 Mar 2090
Selangor
GRN 130471, Lot 3393 Industrial land 2006 NA Freehold 18,811 3,459,609
Mukim of Batang Berjuntai
Daerah Kuala Selangor
Selangor
GRN 130470, Lot 3392 Industrial land 2006 NA Freehold 19,307 3,227,881
Mukim of Batang Berjuntai
Daerah Kuala Selangor
Selangor
GRN 130469, Lot 3391 Industrial land 2007 NA Freehold 19,868 3,321,654
Mukim of Batang Berjuntai
Daerah Kuala Selangor
Selangor
C-G-9, Jalan Dataran SD1 4? storey 2007 2 years Leasehold 410 1,803,325
Dataran SD, PJU 9 office building Expiring on (built-up
Bandar Sri Damansara 27 Aug 2102 area)
52200 Kuala Lumpur
Distribution of Shareholdings
The following are the substantial shareholders of the Company according to the Register of Substantial Shareholders.
* Deemed interest through his shareholding in Hartalega Industries Sdn Bhd and his son, Kuan Mun Leong
** Deemed interest through his shareholding in Hartalega Industries Sdn Bhd
*** Deemed interest through his shareholding in Budi Tenggara Sdn Bhd
# Deemed interest through his shareholding in Budi Tenggara Sdn Bhd
DIRECTORS’ SHAREHOLDINGS
* Deemed interest by virtue of his shareholding in Hartalega Industries Sdn Bhd and his son, Kuan Mun Leong
# Deemed interest by virtue of his shareholding in Budi Tenggara Sdn Bhd
** Deemed interest by virtue of her shareholding in Pacific Venue Sdn Bhd
*** Deemed interest by virtue of his shareholding in Kelana Citra Sdn Bhd
AGENDA
1. To lay before the Company the Audited Financial Statements for the year ended 31 March 2008 together with the Reports of the
Directors and Auditors thereon.
2. To re-elect the following Directors retiring under Article 91 and Article 96 of the Articles of Association of the Company and on voluntary basis:-
3. To appoint Auditors of the Company and to authorise the Directors to fix their remuneration.
Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is annexed in the Annual Report has been
received by the Company for the nomination of Messrs Moore Stephens AC who have given their consent to act for appointment as Auditors and
of the intention to propose the following Ordinary Resolution:-
“THAT Messrs Moore Stephens AC be and are hereby appointed as Auditors of the Company in place of the retiring Auditors, Messrs Moore
Stephens, to hold office until the conclusion of the next Annual General Meeting at a remuneration to be agreed between the Directors and the
Auditors.”
(Resolution 9)
To consider and if thought fit, to pass the following resolution with or without modifications:-
"THAT subject to the provisions of Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia Securities Berhad and other
relevant governmental/regulatory authorities where such approvals shall be necessary, authority be and is hereby given to the Directors of the
Company to issue shares from the unissued share capital of the Company from time to time and upon such terms and conditions and for such
purposes as the Directors may in their absolute discretion, deem fit provided that the aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the issued share capital of the Company for the time being and such authority shall remain in force until the
next Annual General Meeting of the Company."
(Resolution 10)
Kuala Lumpur
18 August 2008
NOTES:
(1) A proxy need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
(2) To be valid, this form, duly completed must be deposited at the Company’s Registrar, Symphony Share Registrars Sdn Bhd, Level 26, Menara Multi Purpose, Capital Square, No. 8, Jalan Munshi
Abdullah, 50100 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the meeting.
(3) A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section 149(1)(c) of the Companies Act, 1965 are
complied with.
(4) Where a member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each securities account
it holds with ordinary shares of the Company standing to the credit of the said securities account.
(5) Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.
(6) If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.
This Resolution, if passed, will give the Directors of the Company the power to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the
Company for such purposes as the Directors consider would be in the interests of the Company. This would avoid any delay and cost involved in convening a general meeting to specifically
approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.
Pursuant to Paragraph 8.28(2) of The Listing Requirements of Bursa Malaysia Securities Berhad.
1. The Directors who are standing for re-election in accordance with Article 91 and Article 96 of the Company’s Articles of Association and on
voluntary basis are as follows:-
During the financial year ended 31 March 2008, one Board Meeting was held:
Directors Attendance
Note:
(1) The Company was listed on the Main Board of Bursa Malaysia Securities Berhad on 17 April 2008.
(2) *Mr Kuan Mun Keng was appointed as Director of the Company on 4 July 2008.
3. The Second (2nd) Annual General Meeting will be held at the Banquet Hall, Kuala Lumpur Golf & Country Club, No.10, Jalan 1/70D, Off
Jalan Bukit Kiara, 60000 Kuala Lumpur on Thursday, 11 September 2008 at 10.00am.
4. Further details on the Directors who are standing for re-election at the Second (2nd) Annual General Meeting are set out on page 22 to 24
of the Annual Report.
of (Address)
being a member(s) of HARTALEGA HOLDINGS BERHAD hereby appoint (Full Name in Capital Letters)
NRIC No.
of (Address)
*and / or failing him / her (Full Name in Capital Letters) NRIC No.
of (Address)
as *my/our proxy to vote for* me/us on *my/our behalf at the Second (2nd) Annual General Meeting of Hartalega Holdings Berhad to be
held at the Banquet Hall, Kuala Lumpur Golf & Country Club, No.10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on
Thursday, 11 September 2008 at 10.00am or at any adjournment thereof.
SPECIAL BUSINESS
Ordinary Resolution
10. Authority to issue shares
Please indicate with (X) how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his/her
discretion.
stamp
fold here