financial - Sime Darby Group

Transkript

FINANCIAL
Statements
annual report 2004
182
Directors Report
187
Income Statements
188
Balance Sheets
189
Consolidated Statement of Changes in Equity
190
Company Statement of Changes in Equity
191
Cash Flow Statements
193
Notes to the Financial Statements
244
Statement by Directors
244
Statutory Declaration
245
Report of the Auditors
GOLDEN HOPE PLANTATIONS BERHAD
181
Directors’ Report
The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the
financial year ended 30 June 2004.
PRINCIPAL ACTIVITIES
The Company is an investment holding company. It also provides plantation management services and operates its own oil palm and fruits estates.
The principal activities of the subsidiary and associated companies are described in Notes 13 and 14 to the financial statements respectively.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group
RM’000
Profit before taxation
Taxation
Company
RM’000
471,958
(132,565)
363,675
(68,873)
Profit after taxation
Minority interests
339,393
2,322
294,802
—
Net profit for the year
341,715
294,802
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statements of changes
in equity.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
During the financial year, the following dividends were paid by the Company:
(a)
A final dividend of 15 sen per share comprising 2 sen per share tax exempt and 13 sen per share less tax at 28%, amounting to
RM119,241,320, in respect of the previous year as proposed in the Directors’ Report of that year, paid on 19 November 2003; and
(b)
An interim dividend of 10 sen per share less tax at 28%, amounting to RM76,239,756, in respect of the year under review, paid on
5 April 2004.
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 30 June 2004, of 15 sen per share comprising
2 sen per share tax exempt and 13 sen per share less tax at 28% amounting to RM120,668,000 will be proposed for shareholders’ approval to
be paid on 19 November 2004.
182
annual report 2004
Directors’ Report
DIRECTORS
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:
Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid
Dato’ Sabri bin Ahmad
Mohammad bin Abdullah
Dr. Ng Chong Kin
Datuk Maznah binti Abdul Hamid
Megat Dziauddin bin Megat Mahmud
Dato’ Dr. Abdul Halim bin Haji Ismail
Dato’ Henry Sackville Barlow
Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus
Dato’ Abd. Wahab bin Maskan
– Chairman
– Group Chief Executive (Appointed on 7.1.2004)
(Resigned on 31.12.2003)
Dato’ Sabri bin Ahmad was appointed as the Group Chief Executive on 1 January 2004 following the resignation of Dato’ Abd. Wahab bin
Maskan on 31 December 2003.
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party,
whereby the Directors might acquire benefits by means of the acquisition of shares in or debentures of, the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other than benefits included
in the aggregate amount of emoluments received or due and receivable by the Directors as shown in Note 5 to the financial statements or the
fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any Director
or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest except as stated
in Note 5 to the financial statements.
DIRECTORS’ INTERESTS
According to the register of Directors’ shareholdings, the interests of Directors in office at the end of the financial year in shares in the Company
and its related corporations during the financial year were as follows:
Golden Hope Plantations Berhad
Number of Ordinary Shares of RM1 Each
At date of
appointment/
As at
As at
1.7.2003
Bought
Sold
30.6.2004
Direct
2*
15,000
7,500
Indirect
25,000**
—
170,000
80,000
—
—
(18,900)
—
—
2*
166,100
87,500
25,000**
* Non-beneficial
** Held by nominees
annual report 2004
183
Directors’ Report
DIRECTORS’ INTERESTS (CONT’D.)
Options Over Ordinary Shares of RM1 Each
At date of
appointment/
As at
As at
1.7.2003
Granted
Exercised
30.6.2004
170,000
80,000
—
—
(170,000)
(80,000)
—
—
There were no changes in Directors’ interest between 30 June 2004 and 18 August 2004.
None of the other Directors in office at the end of the financial year had any interest in shares in the Company or its related corporations during
the financial year.
ISSUE OF SHARES
During the financial year, the issued and paid-up share capital of the Company was increased from 1,036,502,499 to 1,062,217,499 shares
following the issue of 25,715,000 shares of RM1 each pursuant to the Employees’ Share Option Scheme. These new shares were issued and
credited as fully paid and rank pari passu in all respects with the existing shares of the Company. The share premium arising from this issue
amounted to RM46,246,920.
The Employees’ Share Option Scheme expired on 24 March 2004.
SUBSTANTIAL SHAREHOLDERS
The following held or were beneficially interested in 5% or more of the issued share capital of the Company as at 18 August 2004:
Amanah Raya Nominees (Tempatan) Sdn. Bhd., Skim Amanah Saham Bumiputera
Bank Negara Malaysia
Permodalan Nasional Berhad
Employees Provident Fund Board
No. of
Ordinary Shares
of RM1 Each
Percentage
453,431,214
170,000,000
131,871,184
74,815,767
42.69
16.00
12.41
7.04
There is no other person or corporations known to the Company to be the holder for or beneficial owner of 5% or more of the issued share
capital of the Company as at that date.
184
annual report 2004
Directors’ Report
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:
(b)
(i)
to ascertain that proper action has been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful
debts; and
(ii)
to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course
of business had been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the provision for doubtful debts inadequate to any substantial extent; and
(ii)
the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c)
At the date of this report, the Directors are not aware of any circumstances which have arisen which would render adherence to the existing
method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d)
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements
of the Group and of the Company which would render any amount stated in the financial statements misleading.
(e)
As at the date of this report, there does not exist:
(f)
(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.
In the opinion of the Directors:
(i)
no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after
the end of the financial year which will or may affect the ability of the Group or of the Company to meet their obligations when
they fall due; and
(ii)
no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and
the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the
financial year in which this report is made.
annual report 2004
185
Directors’ Report
SIGNIFICANT EVENTS
The Group’s corporate restructuring exercise and other significant events during the year are disclosed in Note 34 to the financial statements.
SUBSEQUENT EVENTS
The Group’s subsequent events are disclosed in Note 35 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors
TAN SRI DATO’ SERI (DR.) AHMAD SARJI BIN ABDUL HAMID
Chairman
DATO’ SABRI BIN AHMAD
Director
Kuala Lumpur, Malaysia
25 August 2004
186
annual report 2004
Income Statements
for the year ended 30 June 2004
Group
2003
RM’000
2004
RM’000
2003
RM’000
2,801,553
(2,023,150)
2,876,299
(2,194,669)
263,786
(170,541)
252,218
(173,237)
778,403
35,218
(87,189)
(192,001)
(86,327)
681,630
112,593
(76,520)
(219,885)
(118,699)
93,245
334,662
(5,616)
(54,040)
(1,597)
78,981
174,823
(3,754)
(49,726)
(101,493)
5
6
448,104
(9,189)
379,119
(9,140)
366,654
—
98,831
—
3(b)
7
438,915
34,572
(1,529)
369,979
40,723
(50,393)
366,654
—
(2,979)
98,831
—
(92,689)
3(b)&(e)
8
471,958
(132,565)
360,309
(111,643)
363,675
(68,873)
6,142
(49,072)
(130,457)
(2,108)
(108,822)
(2,821)
(68,873)
—
(49,072)
—
339,393
248,666
294,802
(42,930)
340,843
(1,450)
253,519
(4,853)
Note
Revenue
Cost of sales
Gross profit
Investment and other income
Selling and marketing expenses
Administrative expenses
Other operating expenses
Operating profit before finance costs
Finance costs
Operating profit after finance costs
Share of results of associated companies
Exceptional item
Taxation
3(a)
4
Company and subsidiary companies
Associated companies
Profit/(Loss) after taxation
Continuing operations
Discontinuing operations
9
9
Minority interests
Net profit/(loss) for the year
Earnings/(Loss) per share (sen)
Basic
Diluted
Company
2004
RM’000
10(a)
10(b)
—
—
—
—
—
2,322
3,318
—
341,715
251,984
294,802
(42,930)
32.5
32.5
24.4
24.3
28.1
28.1
(4.2)
(4.1)
The accompanying notes form an integral part of the financial statements.
annual report 2004
187
Balance Sheets
as at 30 June 2004
Group
Company
Note
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
NON-CURRENT ASSETS
Property, plant and equipment
Investments in subsidiary companies
Investments in associated companies
Other investments
Development properties
Deferred tax assets
12
13
14
15
16
17
2,669,040
—
199,500
42,186
516,769
315,211
2,700,618
—
168,994
42,186
516,421
339,462
181,518
3,549,009
65,222
41,940
—
—
153,389
3,524,551
58,342
41,940
—
—
CURRENT ASSETS
Property development-in-progress
Amounts due from customers
Inventories
Receivables
Cash and bank balances
18
19
20
21
22
799,371
37,600
236,046
538,582
398,618
722,640
47,216
232,521
548,229
396,723
—
—
2,923
2,589,431
228,329
—
—
1,792
2,388,818
294,859
2,010,217
1,947,329
2,820,683
2,685,469
437,213
20,549
197,250
44,837
519,280
2,745
190,688
82,596
4,435,490
—
—
3,431
4,414,872
—
—
1,392
699,849
795,309
4,438,921
4,416,264
1,310,368
1,152,020
(1,618,238)
(1,730,795)
5,053,074
4,919,701
2,219,451
2,047,427
1,062,217
3,589,085
1,036,502
3,395,270
1,062,217
1,151,216
1,036,502
1,005,648
4,651,302
181,075
4,431,772
150,170
2,213,433
—
2,042,150
—
4,832,377
4,581,942
2,213,433
2,042,150
113,705
56,528
50,464
122,126
169,583
46,050
—
—
6,018
—
—
5,277
220,697
337,759
6,018
5,277
5,053,074
4,919,701
2,219,451
2,047,427
CURRENT LIABILITIES
Payables
Amounts due to customers
Bank borrowings
Taxation
23
19
24
NET CURRENT ASSETS/(LIABILITIES)
FINANCED BY:
Share capital
Reserves
25
26
Shareholders’ equity
Minority interests
Long term borrowings
Long term payable
Deferred tax liabilities
27
28
17
Non-current liabilities
188
annual report 2004
Consolidated Statement of Changes in Equity
Share
capital
RM’000
Share
premium
RM’000
Reserve on
consolidation
RM’000
Exchange
adjustment
RM’000
Retained
profits
RM’000
Total
RM’000
At 1 July 2002
Dividends paid
Issue of shares
Translation of foreign subsidiary companies
1,033,242
—
—
3,260
—
797,227
—
—
5,742
—
71,371
—
—
—
—
13,415
—
—
—
12,588
2,352,990
251,984
(110,047)
—
—
4,268,245
251,984
(110,047)
9,002
12,588
At 30 June 2003
1,036,502
802,969
71,371
26,003
2,494,927
4,431,772
At 1 July 2003
Dividends paid
Issue of shares
Purchase of subsidiary companies
Translation of foreign subsidiary companies
1,036,502
—
—
25,715
—
—
802,969
—
—
46,247
—
—
71,371
—
—
—
(2,395)
—
26,003
—
—
—
—
3,729
2,494,927
341,715
(195,481)
—
—
—
4,431,772
341,715
(195,481)
71,962
(2,395)
3,729
At 30 June 2004
1,062,217
849,216
68,976
29,732
2,641,161
4,651,302
annual report 2004
189
Company Statement of Changes in Equity
Share
capital
RM’000
Share
premium
RM’000
1,033,242
—
—
3,260
797,227
—
—
5,742
355,656
(42,930)
(110,047)
—
2,186,125
(42,930)
(110,047)
9,002
At 30 June 2003
1,036,502
802,969
202,679
2,042,150
At 1 July 2003
Dividends paid
Issue of shares
1,036,502
—
—
25,715
802,969
—
—
46,247
202,679
294,802
(195,481)
—
2,042,150
294,802
(195,481)
71,962
1,062,217
849,216
302,000
2,213,433
Note
At 1 July 2002
Net loss for the year
Dividends paid
Issue of shares
11
11
At 30 June 2004
Retained
profits
RM’000
Total
RM’000
The accompanying notes form an integral part of the financial statements
190
annual report 2004
Group
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Depreciation
Loss/(Gain) on disposal of property, plant and equipment
Gain on compulsory acquisition of land
Property, plant and equipment written off
Planted area cut-out
Profit retained by associated companies
Interest expense
Interest income
Dividend income
– quoted shares
– unquoted shares
Exceptional item
Impairment of investments in:
– subsidiary companies
– associated companies
– other investments
Provision for inter-company balances
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
471,958
360,309
363,675
6,142
76,059
106
(6,264)
1,164
1,893
(16,867)
9,189
(17,864)
78,971
287
(90,213)
4,053
5,153
(16,881)
9,140
(13,207)
6,562
(37)
—
—
—
—
—
(11,489)
6,751
(34)
—
—
—
—
—
(7,982)
(98)
(1,815)
1,529
(98)
(1,793)
50,393
(3,450)
(319,457)
2,979
(2,172)
(163,544)
92,689
—
—
—
—
29,988
—
8,500
—
—
—
—
—
50,000
11,000
8,500
24,317
518,990
424,602
38,783
25,667
Working capital changes:
Inventories
Receivables
Payables
27,420
2,645
(4,625)
(133,832)
12,177
3,852
(122,387)
(98,267)
—
(1,131)
(200,860)
17,639
43,004
(521)
1,672
2,545
Cash generated from/(used in) operations
Interest paid
Taxation paid
410,598
(14,102)
(140,398)
219,977
(13,958)
(65,334)
(145,569)
—
(66,093)
72,367
—
(47,183)
256,098
140,685
(211,662)
25,184
Operating profit before working capital changes
Net cash generated from/(used in) operating activities
annual report 2004
191
Group
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
Purchase of subsidiary companies (Note 29)
Proceeds from disposal of property, plant and equipment
Proceeds from compulsory acquisition of land
Proceeds from disposal of subsidiary companies (Note 30)
Expenditure on property development
Purchase of additional shares in subsidiary companies
Interest received
Dividends received
– quoted shares
– unquoted shares
Exchange adjustments
Net cash (used in)/generated from investing activities
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
(87,515)
(19,617)
2,415
6,677
55,809
(102,704)
—
17,864
(114,409)
—
1,298
91,004
—
(7,200)
—
13,207
(34,761)
(64,515)
107
—
58,509
—
(25,085)
11,489
(10,192)
—
140
—
—
—
(23,100)
7,982
98
1,815
(8,587)
98
1,793
(16,185)
3,450
319,457
—
2,172
163,544
—
(133,745)
(30,394)
268,651
140,546
3,260
5,742
—
—
—
—
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of shares
Share premium on issue of shares
Shares issued to minority shareholders
Drawdown/(Repayment) of revolving credits
(Repayment)/Drawdown of term loans
(Repayment)/Drawdown of export credit refinancing
Dividends paid
– members of the Company
– minority shareholders in subsidiary companies
25,715
46,247
90
9,374
(75)
(995)
3,260
5,742
—
(113,414)
128,204
2,087
25,715
46,247
—
—
—
—
(195,481)
(2,069)
(110,047)
(1,497)
(195,481)
—
(110,047)
—
Net cash used in financing activities
(117,194)
(85,665)
(123,519)
(101,045)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS
EFFECTS OF EXCHANGE RATE CHANGES
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
5,159
(350)
390,952
24,626
6,473
359,853
(66,530)
—
294,859
64,685
—
230,174
CASH AND CASH EQUIVALENTS AT END OF YEAR
395,761
390,952
228,329
294,859
398,618
(2,857)
396,723
(5,771)
228,329
—
294,859
—
395,761
390,952
228,329
294,859
The cash and cash equivalents comprise:
Cash and bank balances (Note 22)
Bank overdrafts (Note 24)
The accompanying notes form an integral part of the financial statements
192
annual report 2004
1.
30 June 2004
CORPORATE INFORMATION
The Company is an investment holding company. It also provides plantation management services and operates its own oil palm and fruits
estates. The principal activities of the subsidiary and associated companies are disclosed in Notes 13 and 14 to the financial statements
respectively. There have been no significant changes in the nature of the principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of the Bursa
Malaysia Securities Berhad. The registered office of the Company is located at 13th Floor, Menara PNB, No. 201-A, Jalan Tun Razak,
50400 Kuala Lumpur.
The ultimate holding company of the Company is Yayasan Pelaburan Bumiputra, incorporated in Malaysia, limited by guarantee.
The total numbers of employees in the Group and in the Company (including Executive Directors) at the end of the financial year were
17,059 (2003: 17,057) and 1,443 (2003: 1,433) respectively.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on
25 August 2004.
2.
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial statements of the Group and of the Company have been prepared under the historical cost convention, unless otherwise
disclosed in the significant accounting policies and comply with the provisions of the Companies Act, 1965 and applicable Approved
Accounting Standards in Malaysia.
During the financial year ended 30 June 2004, the Group and the Company adopted the following Malaysian Accounting Standards
Board (MASB) Standards for the first time:
MASB 28
MASB 29
MASB 30
Discontinuing Operations
Employee Benefits
Accounting and Reporting by Retirement Benefit Plans
The adoption of MASB 28, MASB 29 and MASB 30 did not give rise to any adjustments to the opening balances of retained profits
of the prior and current year or to changes in comparatives.
(b)
Basis of Consolidation
(i) Subsidiary Companies
The consolidated financial statements include the financial statements of the Company and all its subsidiary companies.
Subsidiary companies are those companies in which the Group has a long term equity interest and where it has power to
exercise control over the financial and operating policies so as to obtain benefits therefrom.
Subsidiary companies are consolidated using the acquisition method of accounting. Under the acquisition method of accounting,
the results of subsidiary companies acquired or disposed of during the year are included in the consolidated income statement
from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and liabilities 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. The difference between the cost of an acquisition and the fair value of the Group’s share of the net assets of the
acquired subsidiary company at the date of acquisition is included in the consolidated balance sheet as goodwill or negative
goodwill arising on consolidation.
annual report 2004
193
2.
30 June 2004
SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)
(b) Basis of Consolidation (Cont’d.)
(i) Subsidiary Companies (Cont’d.)
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated financial
statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered.
The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the Group’s share of
its net assets together with any unamortised balance of goodwill and exchange differences which were not previously recognised
in the consolidated income statement.
Minority interest is measured based on the minorities’ share of the post acquisition fair values of the identifiable assets and
liabilities of the acquiree.
(ii)
Associated Companies
Associated companies are those companies in which the Group has a long term equity interest and where it exercises significant
influence over the financial and operating policies.
Investments in associated companies are accounted for in the consolidated financial statements by the equity method of
accounting based on the audited or management financial statements of the associated companies. Under the equity method of
accounting, the Group’s share of profits less losses of associated companies during the year are included in the consolidated
income statement. The Group’s interests in associated companies are carried in the consolidated balance sheet at cost plus the
Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.
Unrealised gains on transactions between the Group and the associated companies are eliminated to the extent of the Group’s
interest in the associated companies. Unrealised losses are eliminated unless cost cannot be recovered.
(c)
Investments in Subsidiary and Associated Companies
The Company’s investments in subsidiary and associated companies are stated at cost less impairment losses. The policy for the
recognition and measurement of impairment losses is in accordance with Note 2(l).
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income
statement.
(d)
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The policy for the recognition
and measurement of impairment losses is in accordance with Note 2(l).
(i)
Freehold land is not depreciated.
(ii)
Leasehold land is depreciated over the period of the lease.
(iii) Estates are on freehold, long or renewable leases. Long leasehold estates with unexpired lease periods of more than 50 years,
are not depreciated as the impact of non-depreciation is deemed immaterial. No depreciation is made for renewable lease estates.
Expenditure on new planting and upkeep of trees to maturity is capitalised.
Replanting expenditure and planted area cut-out are charged to revenue.
194
annual report 2004
2.
30 June 2004
(d) Property, Plant and Equipment and Depreciation (Cont’d.)
(iv) Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost of each asset
to its residual value over the period of its estimated useful life.
The periods applied are as follows:
Buildings
Plant and machinery
Furniture and fittings
Vehicles
10 to 50 years
3 to 20 years
7 to 15 years
3 to 5 years
Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and the carrying
amount is recognised in the income statement.
(e)
Development Properties
Land and development expenditure are classified as development properties when significant development work has been undertaken
and is expected to be completed within the normal operating cycle. Development properties are stated at cost plus attributable profits
less foreseeable losses, if any and progress billings. Cost includes cost of land, materials, direct labour, professional fees and other
direct development expenditure and related overheads.
(f)
Property Development-In-Progress
Property development-in-progress includes the cost of land currently being developed together with related development costs
common to the whole project and direct building costs, plus attributable profits less foreseeable losses, if any and progress billings.
(g)
Amounts Due From/(To) Customers
Amounts due from/(to) customers are the net amount of cost incurred for construction-in-progress plus attributable profits less
foreseeable losses, if any and progress billings. Contract costs incurred to date include:
(i)
Costs directly related to the contract;
(ii)
Costs attributable to contract activity in general and can be allocated to the contract; and
(iii) Other costs specifically chargeable to the customers under the terms of the contract.
(h)
Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated selling price less all
estimated costs to completion and costs to be incurred in marketing, selling and distribution.
Costs of produce stocks comprise ex-estate costs and a proportion of head office costs, determined on an average basis. Costs of
refined palm oil, finished goods and work-in-progress comprise direct materials, direct labour and attributable overheads, determined
on a weighted average basis. Costs of raw materials and stores are determined on a weighted average basis.
Costs of unsold houses consist of apportioned land cost and development expenditure incurred determined on a specific identification
basis, less provision, if any, for diminution in value of unsold houses. Unsold properties are valued at the lower of cost and net
realisable value.
annual report 2004
195
2.
30 June 2004
(i) Statements of Cash Flows
The statements of cash flows classify changes in cash and cash equivalents according to operating, investing and financing activities.
The Group and the Company do not consider any of the assets other than cash and bank balances and short term deposits, reduced
by bank overdrafts, to meet the definition of cash and cash equivalents. The statements of cash flows are prepared using the
indirect method.
(j)
Foreign Currencies
(i) Foreign Currency Transactions
Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of transaction,
or where settlements have not taken place by the year end at the approximate rates ruling at that date.
Non-monetary items which are carried at historical cost are translated using the historical rate as at the date of acquisition and
non-monetary items which are carried at fair value are translated using the exchange rate that existed when the values were
determined.
All exchange rate differences are taken to the income statement with the exception of differences on foreign currency
borrowings that provide a hedge against a net investment in a foreign entity. These exchange differences are taken directly to
equity until the disposal of the net investment, at which time they are recognised in the income statement.
(ii)
Foreign Entities
Financial statements of foreign consolidated subsidiary companies are translated at year-end exchange rates with respect to the
assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income statement. All resulting
translation differences are included in the foreign exchange reserve in shareholders’ equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
Company and translated at the exchange rate ruling at the date of the transaction.
The principal exchange rates used for every unit of foreign currency ruling at the balance sheet date are as follows:
1 Chinese Renminbi
1 Euro
1 United States Dollar
1,000 Vietnamese Dong
1,000 Indonesian Rupiah
1 Rand
196
2004
RM
2003
RM
0.468
4.641
3.800
0.244
0.455
0.594
0.468
4.384
3.800
0.247
0.480
—
annual report 2004
2.
30 June 2004
(k) Income Tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income taxes
payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the balance sheet
date.
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the tax bases of
assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities are recognised for all
taxable temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and
unused tax credits to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises
from goodwill or negative 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 when the asset is realised or the liability is settled,
based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised in the income
statement, except when it arises from a transaction which is recognised directly in equity, in which case the deferred tax is also
charged or credited directly in equity, or when it arises from a business combination that is an acquisition, in which case the deferred
tax is included in the resulting goodwill or negative goodwill.
(l)
Impairment of Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication of
impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their
recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference to
discounted future cash flows.
An impairment loss is recognised as an expense in the income statement immediately. Reversal of impairment losses recognised in
prior years is recorded when the impairment losses recognised for the asset no longer exist or have decreased.
(m) Research and Development
Expenditure on research and development is written off in the income statement in the year in which it is incurred.
(n)
Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the enterprise and
the amount of the revenue can be measured reliably. The following specific recognition criteria must also be met before revenue is
recognised:
(i)
Sale of Goods/Services
Revenue from the sale of goods is recognised when significant risks and rewards of ownership of goods have been passed to
the buyers. Revenue for services rendered is recognised upon performance of services.
(ii)
Development Properties and Construction Contracts
Revenue from sale of development properties and work done on construction contracts is recognised based on the “stage of
completion” method. The stage of completion is determined based on contract costs incurred for work performed up to the
balance sheet date as proportion of the estimated total contract costs. Foreseeable losses, if any, are recognised immediately in
the income statement.
annual report 2004
197
2.
30 June 2004
(o) Financial Instruments
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the
instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest,
dividends and gains and losses relating to a financial instrument classified as a liability, 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 has 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.
(i)
Other Non-Current Investments
Non-current investments other than investments in subsidiary and associated companies are stated at cost less impairment losses.
The policy for the recognition and measurement of impairment losses is in accordance with Note 2(l).
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income
statement.
(ii)
Marketable Securities
Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost is determined
on the weighted average basis while market value is determined based on quoted market values. Increases or decreases in the
carrying amount of marketable securities are recognised in the income statement. On disposal of marketable securities, the
difference between net disposal proceeds and the carrying amount is recognised in the income statement.
(iii) Trade Receivables
Trade receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made for
doubtful debts based on a review of all outstanding amounts as at the balance sheet date.
(iv) Trade Payables
Trade payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services
received.
(v)
Interest-Bearing Borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as part of the cost of
those assets, until such times as the assets are substantially ready for their intended use or sale. All other borrowing costs are
recognised in the income statement as an expense in the period in which they are incurred.
(vi) Equity Instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are
declared.
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.
198
annual report 2004
2.
30 June 2004
(p) Employee Benefits
(i) Short Term Benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by the employees of the Group. Short term accumulating compensated absences such as paid annual leave
are recognised when services rendered by employees that increase their entitlement to future compensated absence. Short term
non-accumulating compensated absences such as sick leave are recognised when the absences occur.
(ii)
Defined Contribution Plans
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Some of the Group’s
foreign subsidiary companies make contributions to their respective countries’ statutory pension schemes. Such contributions are
recognised as an expense in the income statement as incurred.
The Group Employee Share Options Scheme (“ESOS”) allows the Group’s employees to acquire ordinary shares of the
Company. No compensation cost or obligation is recognised. When the options are exercised, equity is increased by the amount
of the proceeds received.
annual report 2004
199
3.
30 June 2004
SEGMENT INFORMATION
(a) Revenue
Revenue of the Company represents value of goods sold, trading and services rendered during the year. In respect of the Group, this
represents value of goods sold, trading, progress billings on sale of houses and services rendered to external customers.
Analysis of revenue by activity:
Group
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
Sale of goods
Palm products:
Refined palm oil
Crude palm oil
Others
101,234
660,262
132,361
88,764
545,562
113,137
—
59,240
28,662
—
50,678
27,094
Rubber
Others
893,857
46,123
161,348
747,463
36,545
184,287
87,902
—
131,852
77,772
—
139,818
1,101,328
968,295
219,754
217,590
43,816
34,581
44,032
34,628
Plantation operations
1,145,144
1,002,876
263,786
252,218
Sale of goods
Property development
and management
Oils & fats
Others
249,068
1,816,252
166,941
172,821
1,955,964
204,694
—
—
—
—
—
—
3,377,405
3,336,355
263,786
252,218
Rendering of services
Fees and commissions
Inter-segment sales:
– Plantation operations
– Oils & fats
(561,789)
(14,063)
(432,383)
(27,673)
—
—
—
—
(575,852)
(460,056)
—
—
263,786
252,218
2,801,553
200
2,876,299
annual report 2004
3.
30 June 2004
SEGMENT INFORMATION (CONT’D.)
(b) Business Segments
The main business segments of the Group comprise the following:
Plantation and other related businesses
Cultivation, processing and sales of palm oil, palm kernel, fresh fruit bunches and
rubber and trading.
Property development and management
Development and construction of residential, commercial and industrial property and
the sale of developed land.
Oils & Fats
Production and sales of oils and fats.
Others
Production and sales of rubber wood parquet, rubber footwear and technical
products, coconut-based food products, fruit juices and puree, Vitamin E and the
provision of agricultural consultancy services. Production and sales of oil palm seeds
and seedlings.
The Directors are of the opinion that all inter-segment transactions have been entered into in the normal course of business and have
been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
annual report 2004
201
3.
30 June 2004
(b) Business Segments (Cont’d.)
Plantation and
Other Related
Businesses
RM’000
Property
Development and
Management
RM’000
Oils & Fats
RM’000
Others
RM’000
583,355
561,789
249,068
—
1,802,189
14,063
166,941
—
—
(575,852)
2,801,553
—
1,145,144
249,068
1,816,252
166,941
(575,852)
2,801,553
361,632
80,350
1,001
—
30 June 2004
REVENUE
External sales
Inter-segment sales
Total revenue
RESULT
Operating profit/(loss)
Investment income
Deposit interest
Other income
Exceptional item
(19,236)
33,800
Elimination
RM’000
(19,049)
—
(229)
—
30 June 2003
REVENUE
External sales
Inter-segment sales
Total revenue
RESULT
Operating profit/(loss)
Investment income
Deposit interest
Other income
Exceptional item
Provision for impairment losses
403,697
1,913
11,836
21,469
34,572
(1,529)
471,958
570,493
432,383
172,821
—
1,928,291
27,673
204,694
—
—
(460,056)
2,876,299
—
1,002,876
172,821
1,955,964
204,694
(460,056)
2,876,299
280,273
49,264
(16,930)
1,174
1,210
38,339
202
Total
RM’000
(16,733)
—
—
—
295,874
1,891
9,362
101,340
40,723
(50,393)
(38,488)
360,309
annual report 2004
3.
30 June 2004
(b) Business Segments (Cont’d.)
Plantation and
Other Related
Businesses
RM’000
Property
Development and
Management
RM’000
Oils & Fats
RM’000
Others
RM’000
Total
RM’000
30 June 2004
OTHER INFORMATION
Segment assets
Investments
2,826,482
3,693
42,021
1,896,710
2,420
110
678,369
168,279
—
109,676
25,108
55
5,511,237
199,500
42,186
Total assets
2,872,196
1,899,240
846,648
134,839
5,752,923
235,268
331,006
297,952
56,320
920,546
22,667
8,691
—
10
6,371
20,923
(67)
881
Segment liabilities
Capital expenditure
Depreciation
Gain on exchange
52,761
43,294
(399)
—
5,716
3,151
(698)
—
87,515
76,059
(1,164)
891
30 June 2003
OTHER INFORMATION
Segment assets
Investments
2,789,385
12,749
42,021
1,820,571
2,420
110
618,922
153,825
55
274,952
—
—
5,503,830
168,994
42,186
Total assets
2,844,155
1,823,101
772,802
274,952
5,715,010
262,912
435,573
321,065
113,518
1,133,068
79,744
42,898
3,294
—
2,355
1,686
178
—
15,858
18,071
566
888
Segment liabilities
Capital expenditure
Depreciation
Gain/(Loss) on exchange
annual report 2004
16,452
16,316
15
(6)
114,409
78,971
4,053
882
203
3.
30 June 2004
(c) Assets by geographical locations:
Revenue
RM’000
30 June 2004
Malaysia
Europe
Asia
30 June 2003
Malaysia
Europe
Asia
(d)
Operating
Profit
RM’000
Total
Assets
RM’000
Capital
Expenditure
RM’000
1,430,559
1,279,417
91,577
412,380
(6,697)
(1,986)
5,260,660
442,230
50,033
71,414
9,051
7,050
2,801,553
403,697
5,752,923
87,515
1,674,918
1,098,395
102,986
302,422
2,448
(8,996)
5,230,002
437,488
47,520
103,286
5,925
5,198
2,876,299
295,874
5,715,010
114,409
Geographical Segments
Analysis of revenue by geographical market:
Total Revenue from
External Customers
2004
2003
RM’000
RM’000
Malaysia
Europe/Russia
Japan/Vietnam/Korea/China
United States of America
Australia/New Zealand
India/Pakistan/Bangladesh
West Asia/Middle East
Africa
Others
204
931,905
1,421,802
259,407
69,169
22,983
4,211
24,885
26,836
40,355
1,430,423
1,223,993
141,714
15,891
33,524
461
28,358
—
1,935
2,801,553
2,876,299
annual report 2004
3.
30 June 2004
(e) Profit Before Taxation
Analysis of profit by activity:
Group
2004
RM’000
Palm Products
Rubber
Company
%
2003
RM’000
%
2004
RM’000
2003
RM’000
367,084
12,191
97
3
295,293
5,010
98
2
41,325
—
36,587
—
Operating surplus
379,275
100
300,303
100
41,325
36,587
Less: Replanting expenditure
and planted area cut-out
(20,695)
(24,690)
Fees and commissions
Others
358,580
298
2,754
Plantation and other related businesses
Property development and management
Oils & fats
Others
Investment and other income
Provision for impairment losses
(701)
(1,279)
275,613
1,079
3,581
40,624
(10,007)
1,375
35,308
(15,098)
(2,385)
361,632
80,350
(19,236)
(19,049)
35,218
—
—
280,273
49,264
(16,930)
(16,733)
112,593
(38,488)
—
31,992
—
—
—
334,662
—
—
17,825
—
—
—
174,823
(69,500)
(24,317)
OPERATING PROFIT AFTER
FINANCE COSTS
Exceptional item
438,915
(1,529)
34,572
369,979
(50,393)
40,723
366,654
(2,979)
—
98,831
(92,689)
—
PROFIT BEFORE TAXATION
471,958
360,309
363,675
6,142
annual report 2004
205
4.
30 June 2004
INVESTMENT AND OTHER INCOME
Group
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
—
—
98
—
—
98
3,190
162
98
1,993
81
98
—
—
1,815
—
—
1,793
300,155
17,500
1,802
141,794
20,000
1,750
11,836
6,028
6,158
9,283
9,362
3,845
89,926
7,569
10,251
1,238
37
229
7,657
325
34
1,091
35,218
112,593
334,662
174,823
Dividends (gross):
Quoted shares in Malaysia:
Subsidiary company
Associated company
Others
Unquoted shares:
Subsidiary companies
Others
Deposit interest
Interest income
* Gain on disposal of property, plant and equipment
Others
* Included in gain on disposal of property, plant and equipment is gain of RM6,264,000 (2003: RM90,213,000) arising from compulsory
acquisition of land.
206
annual report 2004
5.
30 June 2004
OPERATING PROFIT BEFORE FINANCE COSTS
Group
(a)
(b)
Operating profit before finance costs
is stated after charging:
Staff costs (Note 5(c))
Depreciation (Note 12)
Research and development
Impairment of investments in:
– subsidiary companies
– associated companies
– other investments
Auditors’ remuneration
– statutory audit
– other services
Rental of office premises
Replanting expenditure
Planted area cut-out
Directors’ remuneration
– fees
– emoluments
– benefits in kind
Professional fees paid to a firm in which
a former Director has an interest
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
288,967
76,059
17,825
283,487
78,971
13,401
35,442
6,562
1,062
33,129
6,751
258
—
—
—
—
29,988
—
8,500
—
—
—
—
—
50,000
11,000
8,500
24,317
982
1,619
4,487
18,802
1,893
1,164
986
1,941
4,214
19,537
5,153
4,053
30
1,228
3,906
701
—
—
30
1,445
3,696
1,279
—
—
530
1,895
59
575
1,462
60
353
1,895
59
401
1,462
60
—
57
—
27
Directors’ Remuneration
Executive Directors
2004
2003
No.
No.
Non-Executive Directors
2004
2003
No.
No.
Remuneration paid and payable to Directors of the Company
analysed into bands of RM50,000:
RM50,000 and below
RM50,001 – RM100,000
RM100,001 – RM150,000
RM300,001 – RM350,000
RM500,001 – RM550,000
RM550,001 – RM600,000
RM950,001 – RM1,000,000
RM1,000,001 – RM1,050,000
annual report 2004
—
—
—
1
—
1
—
1
—
—
—
—
1
—
1
—
4
2
2
—
—
—
—
—
5
3
1
—
—
—
—
—
207
5.
30 June 2004
OPERATING PROFIT BEFORE FINANCE COSTS (CONT’D.)
(b) Directors’ Remuneration (Cont’d.)
Group
Non-Executive:
Fees
Zain Azahari bin Zainal Abidin
Dr. Ng Chong Kin
Washington SyCip
Dato’ Dr. Abdul Halim bin Haji Ismail
Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus
Executive:
Emoluments
Dato’ Sabri bin Ahmad (from 1.1.04 to 30.6.04)
Dato’ Abd. Wahab bin Maskan (from 1.7.03 to 31.12.03)
Benefits in kind
Dato’ Sabri bin Ahmad (from 1.1.04 to 30.6.04)
Dato’ Abd. Wahab bin Maskan (from 1.7.03 to 31.12.03)
(c)
208
Staff Costs
Wages and salaries
Employees provident fund
Social security costs
Other related costs
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
115
—
101
46
46
8
48
83
83
115
10
100
46
46
46
46
83
83
69
—
46
46
46
8
46
46
46
69
10
46
46
46
46
46
46
46
530
575
353
401
310
1,009
576
—
935
527
310
1,009
576
—
935
527
1,895
1,462
1,895
1,462
22
23
14
—
46
14
22
23
14
—
46
14
59
60
59
60
248,096
28,242
7,167
5,462
243,236
27,322
7,155
5,774
30,585
3,848
97
912
28,550
3,574
96
909
288,967
283,487
35,442
33,129
annual report 2004
6.
30 June 2004
FINANCE COSTS
Group
2004
RM’000
2003
RM’000
883
5,665
2,641
349
1,819
6,972
9,189
9,140
Finance costs comprise:
Interest expense
– bank overdrafts
– term loans
– revolving credits and export credit refinancing
7.
EXCEPTIONAL ITEM
Group
Under provision for loss on disposal of
investments in subsidiary companies
8.
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
1,529
50,393
2,979
92,689
2003
RM’000
2004
RM’000
2003
RM’000
103,164
(566)
86,528
470
68,132
—
48,683
—
102,598
86,998
68,132
48,683
27,859
2,108
21,824
2,821
741
—
389
—
132,565
111,643
68,873
49,072
TAXATION
Group
2004
RM’000
Tax expense for the year:
Malaysian income tax
Foreign tax
Deferred tax:
Relating to origination and reversal of temporary differences (Note 17)
Company
Domestic income tax is calculated at the Malaysian statutory rate of 28% (2003: 28%) of the estimated assessable profit for the year.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
annual report 2004
209
8.
30 June 2004
TAXATION (CONT’D.)
Reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the
effective income tax rate of the Group and of the Company are as follows:
2004
RM’000
2003
RM’000
Group
471,958
360,309
Taxation at Malaysian statutory rate of 28% (2003: 28%)
Effect of different tax rates in other countries
Income not subject to tax
Expenses not deductible for tax purposes
Expenses double deducted for tax purposes
Utilisation of previous year’s capital allowances
Losses without Group relief
Utilisation of current year’s tax incentives
Underprovided in prior years
Utilisation of deferred tax assets
132,148
68
(24,652)
9,954
(1,670)
(8,377)
15,100
(5,880)
—
15,874
100,887
95
(29,359)
25,655
(2,036)
(3,677)
8,454
(608)
1,900
10,332
Tax expense for the year
132,565
111,643
Company
363,675
6,142
Taxation at Malaysian statutory rate of 28% (2003: 28%)
Income not subject to tax
Utilisation of current year’s tax incentives
Expenses not deductible for tax purposes
101,829
(34,394)
(5,880)
7,318
1,720
(7,263)
—
54,615
68,873
49,072
Tax expense for the year
Tax losses are analysed as follows:
Group
Tax savings recognised during the year arising from:
Unutilised tax losses carried forward
210
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
36,729
36,729
—
—
annual report 2004
8.
30 June 2004
TAXATION (CONT’D.)
Unabsorbed capital allowances are analysed as follows:
Group
2003
RM’000
2004
RM’000
2003
RM’000
6,452
9,736
5,805
8,900
8,377
119,752
3,677
128,129
—
—
—
—
Continuing
Operations
RM’000
Discontinuing
Operations
RM’000
Total
RM’000
2,783,007
18,546
2,801,553
Tax savings recognised during the year arising from:
Utilisation of current year’s unabsorbed capital allowances
Utilisation of unabsorbed capital allowances
brought forward from previous years
Unabsorbed capital allowances carried forward
9.
Company
2004
RM’000
PROFIT AFTER TAXATION
GROUP
2004
Revenue
Operating profit/(loss) before finance costs
Finance costs
Operating profit/(loss) after finance costs
Exceptional item
Profit/(loss) before taxation
Taxation
annual report 2004
Note
3(a)
5
6
449,495
(9,130)
(1,391)
(59)
448,104
(9,189)
3(b)
7
440,365
34,572
(1,529)
(1,450)
—
—
438,915
34,572
(1,529)
3(b)&(e)
8
473,408
(132,565)
(1,450)
—
471,958
(132,565)
(130,457)
(2,108)
340,843
—
—
(1,450)
(130,457)
(2,108)
339,393
211
9.
30 June 2004
PROFIT AFTER TAXATION (CONT’D.)
GROUP
Note
Continuing
Operations
RM’000
Discontinuing
Operations
RM’000
Total
RM’000
2,795,726
80,573
2,876,299
2003
Revenue
3(a)
Operating profit/(loss) before finance costs
Finance costs
Operating profit/(loss) after finance costs
Exceptional item
Profit/(loss) before taxation
Taxation
5
6
383,598
(8,766)
(4,479)
(374)
379,119
(9,140)
3(b)
7
374,832
40,723
(50,393)
(4,853)
—
—
369,979
40,723
(50,393)
3(b)&(e)
8
365,162
(111,643)
(4,853)
—
360,309
(111,643)
(108,822)
(2,821)
253,519
—
—
(4,853)
(108,822)
(2,821)
248,666
Discontinuing Operations
During the year, the disposal of two wholly-owned subsidiary companies, Dongwha Fibreboard Sdn. Bhd. (formerly known as Golden Hope
Fibreboard Sdn. Bhd.) and Dongwha Furniture Sdn. Bhd. (formerly known as Golden Hope Furniture Sdn. Bhd.) to Dongwha GH
International Sdn. Bhd. (formerly known as Keyvista Sdn. Bhd.), a company which is 30% held by the Company, was completed on
30 September 2003. The disposal is in line with the Group’s rationalisation exercise which is to focus on plantation and related businesses.
The effects of the disposal on the revenue, results and cash flows of the two subsidiary companies were as follows:
212
Financial
period ended
At Disposal
Date
RM’000
Financial
year ended
30.6.2003
RM’000
Revenue
18,546
80,573
Loss from operations
Finance costs
(1,391)
(59)
(4,479)
(374)
Loss before taxation
Taxation
(1,450)
—
(4,853)
—
Net loss for the year
(1,450)
(4,853)
annual report 2004
9.
30 June 2004
PROFIT AFTER TAXATION (CONT’D.)
Financial
period ended
At Disposal
Date
RM’000
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Total cash flows
10.
Financial
year ended
30.6.2003
RM’000
541
(2,334)
3,258
10,671
(3,315)
(6,248)
1,465
1,108
EARNINGS/(LOSS) PER SHARE
(a) Basic
Basic earnings/(loss) per share is calculated by dividing the net profit/(loss) for the year by the weighted average number of ordinary
shares in issue during the financial year.
Group
Net profit/(loss) for the year (RM’000)
Weighted average number of ordinary shares in issue (’000)
Basic earnings/(loss) per share (sen)
(b)
Company
2004
2003
2004
2003
341,715
1,050,750
251,984
1,034,251
294,802
1,050,750
(42,930)
1,034,251
32.5
24.4
28.1
(4.2)
Diluted
For the purpose of calculating diluted earnings/(loss) per share, the net profit/(loss) for the year and the weighted average number of
ordinary shares in issue during the year have been adjusted for all the unissued shares under options granted pursuant to the
Employees’ Share Option Scheme of nil shares (2003: 38,074,000 shares).
The share options were calculated based on the number of shares which could have been acquired at the market price (the average
annual share price of the Company’s share) based on the monetary value of the subscription rights attached to the outstanding share
options. No adjustment is made to the net profit attributable to the shareholders for the share options calculation.
annual report 2004
213
10.
30 June 2004
EARNINGS/(LOSS) PER SHARE (CONT’D.)
Group
Company
2004
2003
2004
341,715
251,984
294,802
Weighted average number of ordinary shares in issue (’000)
Adjustment for assumed exercise of ESOS (’000)
1,050,750
—
1,034,251
3,492
1,050,750
—
1,034,251
3,492
Adjusted weighted average number of ordinary shares
in issue and issuable (’000)
1,050,750
1,037,743
1,050,750
1,037,743
32.5
24.3
28.1
Net profit/(loss) for the year (RM’000)
Diluted earnings/(loss) per share (sen)
2003
(42,930)
(4.1)
The Employees’ Share Option Scheme expired on 24 March 2004.
11.
DIVIDENDS — COMPANY
2004
Sen per share
(gross)
RM’000
(net)
2003
Sen per share
(gross)
RM’000
(net)
Interim – tax paid
Paid on 5 April 2004
(2003: paid on 26 March 2003)
10
76,240
7
52,130
Final dividend for 2003 paid on 19 November 2003
(Final dividend for 2002: paid on 25 October 2002)
– Tax exempt
– Tax paid
2
13
20,993
98,248
2
5
20,685
37,232
15
119,241
7
57,917
25
195,481
14
110,047
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 30 June 2004, of 15 sen per share
comprising 2 sen per share tax exempt and 13 sen per share less tax at 28% amounting to RM120,668,000 will be proposed for
shareholders’ approval.
214
annual report 2004
12.
30 June 2004
PROPERTY, PLANT AND EQUIPMENT
Group
Cost
At 1 July 2003
Additions
Reclassification from
development properties
Purchase of
subsidiary companies
Disposal of
Disposals
Write off
At 30 June 2004
Freehold
Land
RM’000
Short
Leasehold
Land
RM’000
Estates
RM’000
28,803
273
—
10,279
—
—
19,898
—
(7,445)
—
—
Buildings
RM’000
Plant
and
Machinery
RM’000
Furniture
and
Fittings
RM’000
1,939,539
—
13,771
571,911
5,819
696
735,808
4,306
61,517
74,500
29
5,343
—
—
10,641
—
—
—
30,539
—
19,288
962
26,237
1,003
220
47,710
—
—
—
—
(413)
(1,893)
(33,588)
(3,957)
(676)
(158,552)
(2,062)
(2,466)
(5,126)
(767)
(636)
(807)
(1,329)
(701)
Vehicles
RM’000
89,476
(12)
6,188
Total
RM’000
3,450,316
10,415
87,515
(205,518)
(8,528)
(6,372)
41,529
10,279
1,970,292
551,808
664,788
74,346
93,035
3,406,077
—
—
4,155
—
—
—
237,159
659
381,336
790
46,397
57
80,651
15
749,698
1,521
—
290
—
20,159
41,209
8,069
6,332
76,059
—
—
—
777
380
87
220
1,464
—
—
—
—
—
—
—
—
—
(11,925)
(2,133)
(433)
(66,463)
(1,479)
(1,701)
(3,780)
(712)
(485)
(630)
(1,269)
(695)
(82,798)
(5,593)
(3,314)
At 30 June 2004
—
4,445
—
244,263
354,072
49,633
84,624
737,037
Net Book Value
At 30 June 2004
41,529
5,834
1,970,292
307,545
310,716
24,713
8,411
2,669,040
At 30 June 2003
28,803
6,124
1,939,539
334,752
354,472
28,103
8,825
2,700,618
—
346
—
20,291
43,751
6,858
7,725
78,971
Accumulated Depreciation
At 1 July 2003
Charge for the year
(Note 5)
Purchase of
Disposal of
Disposals
Write off
Depreciation charge
for 2003 (Note 5)
annual report 2004
215
12.
30 June 2004
PROPERTY, PLANT AND EQUIPMENT (CONT’D.)
Group
Estates comprise:
Land:
– Freehold
– Long leasehold
Development expenditure
216
Plant
and
Machinery
RM’000
Furniture
and
Fittings
RM’000
2004
RM’000
2003
RM’000
753,976
434,068
782,248
739,410
434,068
766,061
1,970,292
1,939,539
Freehold
Land
RM’000
Estates
RM’000
Company
Cost
At 1 July 2003
Additions
Disposals
—
19,914
—
120,335
542
—
27,479
10,704
(257)
24,572
174
(1,008)
25,889
2,454
(13)
11,058
973
(4)
209,333
34,761
(1,282)
At 30 June 2004
19,914
120,877
37,926
23,738
28,330
12,027
242,812
Accumulated Depreciation
At 1 July 2003
Charge for the year (Note 5)
Disposals
—
—
—
—
—
—
10,012
1,061
(254)
21,645
687
(942)
13,551
3,798
(12)
10,736
1,016
(4)
55,944
6,562
(1,212)
At 30 June 2004
—
—
10,819
21,390
17,337
11,748
61,294
Net Book Value
At 30 June 2004
19,914
120,877
27,107
2,348
10,993
279
181,518
At 30 June 2003
—
120,335
17,467
2,927
12,338
322
153,389
Depreciation charge for 2003 (Note 5)
—
—
1,050
777
3,527
1,397
6,751
Buildings
RM’000
Vehicles
RM’000
Total
RM’000
annual report 2004
12.
30 June 2004
PROPERTY, PLANT AND EQUIPMENT (CONT’D.)
Company
Estates comprise:
Land:
– Freehold
– Long leasehold
13.
2004
RM’000
2003
RM’000
18,038
52,172
50,667
18,038
52,172
50,125
120,877
120,335
INVESTMENTS IN SUBSIDIARY COMPANIES
Company
Quoted shares in Malaysia, at cost
At beginning of year
Additions
At end of year
Unquoted shares, at cost
At beginning of year
Additions
Disposal
At end of year
Less: Impairment of investments in subsidiary companies
Total
Market value of quoted shares
annual report 2004
2004
RM’000
2003
RM’000
113,848
29,458
113,848
—
143,306
113,848
3,484,603
89,600
(107,500)
3,461,503
23,100
—
3,466,703
3,484,603
(61,000)
(73,900)
3,549,009
3,524,551
179,149
137,953
217
13.
30 June 2004
INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D.)
Details of the subsidiary companies are as follows:
Country of
Incorporation
Company
Plantation
Golden Hope Plantations (Peninsular) Sdn. Bhd.
Golden Hope Plantations (Sabah) Sdn. Bhd.
Golden Hope Plantations (Sarawak) Sdn. Bhd.
Mentakab Rubber Company (Malaya) Berhad
Tohunsug Plantations Sdn. Bhd.
Mostyn Palm Processing Sdn. Bhd.
The Glengowrie Rubber Company Berhad
Chermang Development (Malaya) Sdn. Berhad
Golden Hope Research Sdn. Bhd.
* P.T. Sandika Natapalma
* P.T. Budidaya Agro Lestari
* P.T. Golden Hope Nusantara
218
Effective
Interest Held
2004 2003
%
%
Issued Share
Capital
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Indonesia
Indonesia
Indonesia
100
100
100
60.7
100
100
90
84
100
75
75
100
100
100
100
47.1
100
100
90
84
100
75
75
100
RM1,018,659,265
RM308,675,763
RM25,000,000
RM60,249,170
RM240,000
RM1,000,000
RM350,000
RM2,880,000
RM2
RP52,204,000,000
RP6,226,000,000
RP11,426,000,000
Golden Hope Latex Sdn. Bhd.
Malaysia
100
100
RM5,803,358
Property
Negara Properties (M) Berhad
Melawati Development Sdn. Bhd.
Negara Properties Services Sdn. Bhd.
Sungai Kantan Development Sdn. Bhd.
Negara Properties Realty Sdn. Bhd.
Impian Golf Resort Berhad
Negara Properties Leisure Management Sdn. Bhd.
Negara Properties Landscaping Sdn. Bhd.
Negara Properties Builders Sdn. Bhd.
Negara Properties Harta Sdn. Bhd.
Melawati Resort Berhad
Negara Properties Smarthome Sdn. Bhd.
N.P. Development Sdn. Bhd.
Golden Hope Development Sdn. Bhd.
Golden Hope Properties (Sabah) Sdn. Bhd.
Golden Hope Properties (Selangor) Sdn. Bhd.
Golden Hope Builders Sdn. Bhd.
Golden Hope Properties (Melaka) Sdn. Bhd.
Golden Hope Properties (Perak) Sdn. Bhd.
Pulau Carey Properties Sdn. Bhd.
Golden Hope Properties Sdn. Bhd.
Golden Hope Properties (Johor) Sdn. Bhd.
Golden Hope Staff Bungalows Sdn. Bhd.
Golden Morib Sdn. Bhd.
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
62
62
62
62
62
62
62
62
62
62
62
62
43
100
100
100
100
100
100
100
100
100
100
70
62
62
62
62
62
62
62
62
62
62
62
62
43
100
100
100
100
100
100
100
100
100
100
70
RM70,599,161
RM10,000,002
RM10,000
RM20,000,000
RM500,000
RM5,000,000
RM2
RM500,000
RM5,000,000
RM2
RM2
RM2
RM500,000
RM900,000
RM2
RM500,000
RM1,000,000
RM500,000
RM500,000
RM500,000
RM500,000
RM2
RM3,630,000
RM300,000
Principal
Activities
)
)
)
)
)
)
)
)
)
)
)
)
Production and
processing of
palm oil,
palm kernel
and rubber
Manufacture of
latex concentrate
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
Property
development and
related businesses
and investment
holding
annual report 2004
13.
30 June 2004
Details of the subsidiary companies are as follows (Cont’d.):
Company
Oils & Fats
Golden Jomalina Food Industries Sdn. Bhd.
Country of
Incorporation
Effective
Interest Held
2004 2003
%
%
Issued Share
Capital
Principal
Activities
Malaysia
100
100
RM10,000,000
Vietnam
51
51
VND72,285,687
(in VND’000)
Edible oils refining
China
60
60
RMB38,041,750
Netherlands
100
100
EUR18,000
South
Africa
100
—
RAND 200
Bakery fats and
edible oils
refining
Other Industries
Golden Hope Agrotech Consultancy Sdn. Bhd.
Malaysia
100
100
RM100,000
Provision of
agricultural
consultancy
services
Perkhidmatan Komputer Perladangan Sdn. Bhd.
Malaysia
100
100
RM2,000,000
Provision of
computer
consultancy
services
Germany
100
100
EUR1,432,000
Kapar Coconut Industries Sdn. Bhd.
Malaysia
51
51
RM4,285,714
Manufacture of
coconut-based
food products
Golden Hope Fruit Industries Sdn. Bhd.
Malaysia
100
100
RM6,000,000
Fruit cultivation
and processing
Entree Sdn. Bhd.
Malaysia
60
60
RM2,000,000
Ceased operations
Centrifugal Process Sdn. Bhd.
Malaysia
100
100
RM21,000,000
Fruit cultivation
and processing
* Golden Hope-Nhabe Edible Oils Co. Ltd.
* Jiangyin-Golden Hope Oils and Fats Co. Limited
*** Unimills B.V.
* Hudson & Knight (Proprietary) Limited
* Paul Tiefenbacher GmbH
annual report 2004
Palm oil refining
Trading and
marketing
219
13.
30 June 2004
Country of
Incorporation
Company
Issued Share
Capital
Principal
Activities
Manufacture of
rubber footwear
and technical
products
Other Industries (Cont’d.)
Harvik Rubber Industries Sdn. Bhd.
Malaysia
70
70
RM8,000,000
Golden Hope Parquet Sdn. Bhd.
Malaysia
100
100
RM50,000,000
Production of
rubberwood
parquet
Golden Hope Bioganic Sdn. Bhd.
Malaysia
100
100
RM3,000,000
Production of
Vitamin E
England
Malaysia
Malaysia
Germany
Malaysia
Malaysia
Malaysia
100
100
100
100
100
100
100
100
100
100
100
100
100
100
£16,695,267
RM15,445,488
RM3,500,000
EUR27,570
RM975,000
RM22,823,655
RM1,226,414
England
England
100
100
100
100
England
England
England
England
England
England
England
England
England
England
England
Scotland
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Investment Holding
Malaysian Estates PLC
Tegas Setia Sdn. Bhd.
Golden Hope Overseas Sdn. Bhd.
* Golden Hope Plantations (Deutschland) GmbH
Golden Hope Overseas Plantations Sdn. Bhd.
** Lavang Oil Palm Sdn. Bhd.
** Bintulu Installation Sdn. Bhd.
Others
Dusun Durian Plantations Limited
The London Asiatic Rubber
And Produce Company, Limited
The Pataling Rubber Estates, Limited
Hoscote Rubber Estates Limited
The Straits Plantations, Limited
Sabah Plantations Limited
Castlefield (Klang) Rubber Estate PLC
Holyrood Rubber PLC
The Kuala Selangor Rubber PLC
Kinta Kellas Rubber Estates PLC
The Sungei Bahru Rubber Estates PLC
Nalek Rubber Estate Limited
Edensor Rubber Estate Limited
Shelford Rubber Estate Limited
220
Effective
Interest Held
2004 2003
%
%
)
)
)
)
)
)
)
£5,083,827 )
£3,480,554 )
)
£3,243,275 )
£234,900 )
£936,000 )
£1,200,000 )
£330,000 )
£87,015 )
£85,250 )
£413,125 )
£259,383 )
£101,000 )
£65,135 )
£160,000 )
Investment holding
Dormant
annual report 2004
13.
30 June 2004
Company
Country of
Incorporation
Others (Cont’d.)
Sogomana Rubber Estate Limited
Trolak Estates Limited
Bakasawit Sdn. Bhd.
Doranakande Rubber Estates PLC
The Malaysia Rubber Company PLC
New Crescent (Holdings) Limited
Sogomana Group PLC
Rubiatec Sdn. Bhd.
Binuang Palm Oil Refinery Sdn. Bhd.
Glengowrie Properties Sdn. Bhd.
Scotland
Scotland
Malaysia
England
England
England
Scotland
Malaysia
Malaysia
Malaysia
Effective
Interest Held
2004 2003
%
%
100
100
100
100
100
100
100
100
100
90
100
100
100
100
100
100
100
100
100
90
Issued Share
Capital
£100,000
£64,909
RM10,000
£75,949
£180,000
£1,000
£342,733
RM130,000
RM2
RM2
Principal
Activities
)
)
)
)
)
)
)
)
)
)
Dormant
All the subsidiary companies operate in Malaysia except for Golden Hope-Nhabe Edible Oils Co. Ltd., Paul Tiefenbacher GmbH, Unimills
B.V., Jiangyin-Golden Hope Oils and Fats Co. Limited, Hudson & Knight (Proprietary) Limited, P.T. Budidaya Agro Lestari, P.T. Sandika
Natapalma and P.T. Golden Hope Nusantara which operate in Vietnam, Germany, Netherlands, China, South Africa and Indonesia
respectively.
Under an internal reorganisation scheme of the Group’s plantation business which took place from 1 July 1999, all the U.K. incorporated
companies and 3 Malaysian incorporated companies will eventually be liquidated. The purpose of the scheme is to streamline the Group’s
plantation business to bring about greater efficiencies. The liquidation of 2 investment holding companies, namely Lavang Oil Palm
Sdn. Bhd. and Bintulu Installation Sdn. Bhd. had commenced.
*
Subsidiary companies not audited by Ernst & Young
** In members’ voluntary liquidation
*** Audited by Ernst & Young Global
annual report 2004
221
14.
30 June 2004
INVESTMENTS IN ASSOCIATED COMPANIES
Group
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
—
—
—
1,867
7,189
—
—
—
—
29,458
—
(11,000)
—
9,056
—
18,458
68,032
131,468
42,694
117,244
65,222
—
39,884
—
199,500
159,938
65,222
39,884
199,500
168,994
65,222
58,342
199,500
168,994
—
30,180
—
17,182
Quoted shares in Malaysia:
Cost
Share of post-acquisition reserves
Less: Impairment of associated companies
Unquoted shares:
Cost
Share of post-acquisition reserves
Total
Analysed by:
Share of net assets
Market value of quoted shares
222
annual report 2004
14.
30 June 2004
INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D.)
Details of the associated companies are as follows:
Company
Country of
Incorporation
Effective
Interest Held
2004 2003
%
%
Issued Share
Capital
Principal Activities
Cognis Oleochemicals (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM74,750,000
Production and sale of methylesters,
fatty acid, fatty alcohols, speciality
chemicals and refined glycerine; and
the import and distribution of
chemicals for the cosmetics,
toiletries, detergent, plastic,
paint and textile industries
Cognis Kimianika (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM11,000,000
Dormant
Cognis Rika (M) Sdn. Bhd.
Malaysia
27.5
27.5
RM45,000,000
Production of fatty alcohols
Cognis Chemicals (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM1,200,000
Import and distribution of chemicals
for the cosmetics, toiletries,
detergent, plastic, paint and
textile industries
Tenom Crumb Sdn. Bhd.
Malaysia
49.0
49.0
RM3,900,000
Processing of latex, rubber and scrap
Bitaria Sdn. Bhd.
Malaysia
14.9
14.9
RM2,500,002
Property development
Cocoahouse Industries Sdn. Bhd.
Malaysia
40.0
40.0
RM2,500,000
Manufacture of cocoa butter
and powder
Cocoahouse Processing Sdn. Bhd.
Malaysia
40.0
40.0
RM10
Leverian Holdings Pte. Ltd.
Singapore
40.0
40.0
S$600,000
Bangladesh Edible Oil Limited
Bangladesh
40.0
40.0
TK25,000,200
Intertrade (Bangladesh) Private Limited
Bangladesh
40.0
40.0
TK250,000
Rental of oil tanks and trading
in edible oils
Gruhom (M) Sdn. Bhd.
Malaysia
50.0
50.0
RM2
Has not commenced operations
Asian Furs Sdn. Bhd.
Malaysia
50.0
50.0
RM10,000
annual report 2004
Has not commenced operations
Investment holding
Operation of edible oil refineries
Real property holding
223
14.
INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D.)
Details of the associated companies are as follows (Cont’d.):
Country of
Incorporation
Company
15.
30 June 2004
Effective
Interest Held
2004 2003
%
%
Issued Share
Capital
Principal Activities
Investment holding
Dongwha GH International Sdn. Bhd.
(formerly known as Keyvista Sdn. Bhd.)
Malaysia
30.0
—
RM8,305,000
Dongwha Fibreboard Sdn. Bhd.
(formerly known as
Golden Hope Fibreboard Sdn. Bhd.)
Malaysia
30.0
100
RM80,000,000
Production of medium density
fibreboard
Dongwha Furniture Sdn. Bhd.
(formerly known as
Golden Hope Furniture Sdn. Bhd.)
Malaysia
30.0
100
RM35,000,000
Production of medium density
fibreboard furniture
OTHER INVESTMENTS
Group
2003
RM’000
2004
RM’000
2003
RM’000
Quoted investment, at cost:
Perak Corporation Berhad
27,930
27,930
27,930
27,930
Unquoted investments, at cost:
Cyberview Sdn. Bhd.
Syarikat Pendidikan Staffield Berhad
Koko Malaysia Sendirian Berhad
Boustead Bulking Sendirian Berhad
Malaysian Technology Development Corporation Sdn. Bhd.
Others
35,000
3,050
1,500
80
1,000
166
35,000
3,050
1,500
80
1,000
166
35,000
3,050
—
—
1,000
—
35,000
3,050
—
—
1,000
—
40,796
40,796
39,050
39,050
68,726
(26,540)
68,726
(26,540)
66,980
(25,040)
66,980
(25,040)
42,186
42,186
41,940
41,940
5,574
6,762
5,574
6,762
Other investments, at cost
Less: Provision for diminution in value
Market value of quoted investment
224
Company
2004
RM’000
annual report 2004
15.
OTHER INVESTMENTS (CONT’D.)
Detailed holdings are:
Company
16.
30 June 2004
Country of
Incorporation
Percentage
Held
2004 2003
%
%
Perak Corporation Berhad
Malaysia
6.1
7.0
6,125,000 ordinary shares of RM1 each, fully paid. Issued
share capital RM100,000,000.
Cyberview Sdn. Bhd.
Malaysia
10.0
10.0
35,000,000 ordinary shares of RM1 each, fully paid. Issued
share capital RM350,000,000.
Syarikat Pendidikan Staffield Berhad
Malaysia
—
—
3,050,000 3.75% debenture stocks of RM1 each, fully paid.
Koko Malaysia Sendirian Berhad
Malaysia
8.5
8.5
1,500,000 ordinary shares of RM1 each, fully paid. Issued share
capital RM17,750,000.
Boustead Bulking Sendirian Berhad
Malaysia
8.0
8.0
80,000 ordinary shares of RM1 each, fully paid. Issued share
Malaysian Technology Development
Corporation Sdn. Bhd.
Malaysia
1.3
1.3
1,040,000 ordinary shares of RM1 each, fully paid. Issued share
DEVELOPMENT PROPERTIES
Group
Freehold land and related costs
2004
RM’000
2003
RM’000
407,466
109,303
308,284
208,137
516,769
516,421
Development properties comprise land banks which are in the process of being prepared for development but not expected to be developed
for sale within the next twelve months.
annual report 2004
225
17.
30 June 2004
DEFERRED TAX
Group
Net deferred tax assets/(liabilities)
At 1 July
Recognised in the income statement (Note 8)
Acquired through subsidiary company
Deferred tax assets utilised due to realisation of profit
from land sold within the Group
At 30 June
Company
2004
RM’000
2003
RM’000
293,412
(27,859)
(806)
321,891
(21,824)
—
—
(6,655)
2004
RM’000
2003
RM’000
(5,277)
(741)
—
(4,888)
(389)
—
—
—
264,747
293,412
(6,018)
(5,277)
315,211
(50,464)
339,462
(46,050)
—
(6,018)
—
(5,277)
264,747
293,412
(6,018)
(5,277)
Presented after appropriate offsetting as follows:
Deferred tax assets
Deferred tax liabilities
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:
Deferred Tax Liabilities of the Group:
226
Accelerated
Capital
Allowances
RM’000
Total
RM’000
At 1 July 2003
Acquired through subsidiary company
Recognised in the income statement
46,050
806
3,608
46,050
806
3,608
At 30 June 2004
50,464
50,464
annual report 2004
17.
30 June 2004
DEFERRED TAX (CONT’D.)
Deferred Tax Assets of the Group:
Unrealised
Gain from
Disposal
of Land
RM’000
Tax Losses
and
Unabsorbed
Capital
Allowances
RM’000
Total
RM’000
At 1 July 2003
293,302
(15,874)
46,160
(8,377)
339,462
(24,251)
At 30 June 2004
277,428
37,783
315,211
Accelerated
Capital
Allowances
RM’000
Total
RM’000
At 1 July 2003
5,277
741
5,277
741
At 30 June 2004
6,018
6,018
Deferred Tax Liabilities of the Company:
18.
PROPERTY DEVELOPMENT-IN-PROGRESS
Group
Freehold land and related costs
Estimated attributable profit
Progress billings received and receivable
2004
RM’000
2003
RM’000
674,575
522,920
263,388
598,295
505,811
226,906
1,460,883
(661,512)
1,331,012
(608,372)
799,371
722,640
Included in property development-in-progress for the year is interest capitalised of RM4,913,000 (2003: RM4,848,000).
annual report 2004
227
19.
30 June 2004
AMOUNTS DUE FROM/(TO) CUSTOMERS
Group
2004
RM’000
2003
RM’000
552,564
5,439
510,294
23,085
558,003
(540,952)
533,379
(488,908)
17,051
44,471
37,600
(20,549)
47,216
(2,745)
17,051
44,471
Contract Revenue
– Total
– Recognised during the year
540,952
44,088
874,976
44,470
Contract Cost
– Total
– Recognised during the year
552,564
58,653
816,094
40,694
Cost of construction in progress
Estimated attributable profit
Progress billings received and receivable
Represented by:
Amounts due to customers
Included in progress billings received and receivable are retention sums receivable of RM6,161,000 (2003: RM1,960,000).
20.
INVENTORIES
Group
At cost:
Produce stocks
Refined palm oil
Raw materials and stores
Work-in-progress
Finished goods
Completed properties
228
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
27,598
31,288
41,863
15,740
104,018
15,539
23,173
30,728
39,217
20,474
110,794
8,135
2,278
—
645
—
—
—
1,431
—
361
—
—
—
236,046
232,521
2,923
1,792
annual report 2004
21.
30 June 2004
RECEIVABLES
Group
Trade receivables
Due from subsidiary companies
Prepayments
Deposits
Staff loan
Sundry receivables
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
450,906
—
5,330
2,653
5,525
74,168
442,874
—
17,910
2,614
6,575
78,256
15,061
2,553,744
282
500
5,265
14,579
11,589
2,362,691
514
504
6,525
6,995
538,582
548,229
2,589,431
2,388,818
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.
The Group has no significant concentration of credit risk that may arise from exposure to a single receivable or to groups of receivables.
The amounts due from subsidiary companies are unsecured, interest-free and have no fixed terms of repayment.
22.
CASH AND BANK BALANCES
Group
Cash on hand and at banks *
Deposits with:
– banks
– finance companies
– other financial corporations
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
96,681
77,467
179
6,999
182,633
69,756
49,548
172,095
65,506
81,655
122,590
64,050
41,510
143,760
64,000
80,100
398,618
396,723
228,329
294,859
* Included in cash on hand and at banks of the Group are balances held under housing development accounts of RM5,025,211 (2003:
RM4,902,717) pursuant to Section 7A of the Housing Developers Act, 1966, which represents monies received from purchasers of the
Group’s residential units less payment and withdrawal in accordance with the Act.
The average effective interest rates of deposits at the balance sheet date and the average maturities of deposits as at the end of the financial
year are as follows:
Average Interest Rates
%
2004
2003
Average Maturities
Days
2004
2003
Group
Banks
Finance companies
Other financial corporations
3.48
2.81
2.74
2.90
2.82
2.82
31
30
19
30
30
20
Company
Banks
Finance companies
Other financial corporations
2.85
2.80
2.72
2.93
2.82
2.82
31
30
18
30
30
24
annual report 2004
229
23.
30 June 2004
PAYABLES
Group
Trade payables
Due to subsidiary companies
Provisions
Accruals
Sundry payables
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
200,574
—
69,397
62,616
104,626
223,088
—
94,155
50,627
151,410
1,468
4,413,595
6,462
9,376
4,589
120
4,391,812
7,907
11,013
4,020
437,213
519,280
4,435,490
4,414,872
The normal trade credit term granted to the Group ranges from 30 to 90 days.
The amounts due to subsidiary companies are unsecured, interest-free and have no fixed terms of repayment.
24.
BANK BORROWINGS
Group
2004
RM’000
2003
RM’000
Unsecured:
Bank overdrafts
Export credit refinancing
Revolving credits
Short term loans
2,857
2,313
177,466
691
5,771
3,308
168,092
4,123
Current portion of long term loans (Note 27)
183,327
13,923
181,294
9,394
197,250
190,688
The average effective interest rates at the balance sheet date for borrowings are as follows:
Group
Bank overdrafts
Export credit refinancing
Revolving credits
Term loans
230
2004
%
2003
%
6.75
3.00
4.09
2.81
6.48
3.00
4.12
3.50
annual report 2004
25.
30 June 2004
SHARE CAPITAL
Number of Ordinary
Shares of RM1 Each
2004
2003
’000
’000
Amount
2004
RM’000
2003
RM’000
Authorised:
At 1 July/30 June
5,000,000
5,000,000
5,000,000
5,000,000
Issued and fully paid:
At 1 July
Issued and paid-up during the year
1,036,502
25,715
1,033,242
3,260
1,036,502
25,715
1,033,242
3,260
At 30 June
1,062,217
1,036,502
1,062,217
1,036,502
During the financial year, the issued share capital of the Company was increased from 1,036,502,499 to 1,062,217,499 shares following
the issue of 25,715,000 shares of RM1 each pursuant to the Employees’ Share Option Scheme. The share premium arising from this issue
amounted to RM46,246,920.
26.
RESERVES
Group
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
849,216
68,976
29,732
802,969
71,371
26,003
849,216
—
—
802,969
—
—
947,924
900,343
849,216
802,969
2,641,161
2,494,927
302,000
202,679
3,589,085
3,395,270
1,151,216
1,005,648
Total reserves at 30 June are analysed as follows:
Non-distributable:
Share premium
Reserve on consolidation
Exchange adjustment
Distributable:
Retained profits
Reserve on consolidation are arising from acquisition of subsidiary companies.
Movements in reserves are shown in the statements of changes in equity.
Based on the estimated tax credit available, approximately RM218,270,000 (2003: RM144,778,000) of the Company’s retained profits is
available for distribution by way of dividends without incurring additional tax liability. In addition, the Company has tax exempt income
available for distribution as tax exempt dividends amounting to approximately RM169,962,000 (2003: RM96,148,000).
annual report 2004
231
27.
30 June 2004
LONG TERM BORROWINGS
Group
2004
RM’000
2003
RM’000
Long term loans
127,628
131,520
Less: Current portion of loans included under current liabilities (Note 24)
(13,923)
Maturity of Borrowings
Within one year
More than 1 year and less than 2 years
More than 2 years and less than 5 years
5 years or more
28.
232
(9,394)
113,705
122,126
13,923
27,846
41,769
44,090
9,394
18,788
56,364
46,974
127,628
131,520
LONG TERM PAYABLE
This relates to the balance of purchase consideration for the acquisition of approximately 1,366 acres of Haron Estate from Haron Estate
Development Sdn. Bhd., a wholly-owned subsidiary company of Kumpulan Guthrie Berhad.
annual report 2004
29.
30 June 2004
ACQUISITION OF SUBSIDIARY COMPANIES
GROUP
Mentakab
Rubber
Hudson &
Company
Knight
(Malaya) (Proprietary)
Berhad
Limited
2004
2004
RM’000
RM’000
Current assets
Current liabilities
Deferred taxation
Minority interests
Less: Net assets attributable previously as an associated company
Reserves on consolidation
Exchange difference
Net (liabilities)/assets acquired
Purchase consideration discharged by cash
Less: Cash and cash equivalents of subsidiary companies acquired
19,524
593
(1,187)
(806)
(35,206)
(9,591)
26,721
41,566
—
—
—
—
46,245
42,159
(1,187)
(806)
(35,206)
(9,591)
(26,673)
68,287
41,614
2,395
—
—
(3,772)
2,395
(3,772)
(24,278)
64,515
40,237
64,515
64,515
(20,620)
(36,648)
—
(16,028)
Proceeds from restricted offer for sale of shares
to minority interests
(8,250)
—
Cash (inflow)/outflow on acquisition of subsidiary companies
(24,278)
43,895
annual report 2004
TOTAL
2004
RM’000
(8,250)
19,617
233
30.
30 June 2004
DISPOSAL OF SUBSIDIARY COMPANIES
Group
2004
RM’000
31.
Current assets
Current liabilities
Long term liabilities
122,721
32,341
(10,892)
(7,250)
Less: Share of net assets classified as an associated company
136,920
(25,338)
Total share of net assets disposed
Cash received
Inter-company balance write off
111,582
(58,509)
(1,151)
Loss on disposal
51,922
Cash consideration for the disposal
Less: Cash and cash equivalents of subsidiary companies disposed
58,509
(2,700)
Cash inflow from disposal of subsidiary companies
55,809
CAPITAL COMMITMENTS
Group
Company
2004
RM’000
2003
RM’000
2004
RM’000
2003
RM’000
29,782
273,378
38,511
333,906
874
20,522
—
77,907
303,160
372,417
21,396
77,907
Authorised capital expenditure not provided
for in the financial statements:
Contracted for
Not contracted for
234
annual report 2004
32.
30 June 2004
SIGNIFICANT RELATED PARTY TRANSACTIONS
2004
RM’000
2003
RM’000
Tolling fees receivable from an associated company
– Cognis Oleochemicals (M) Sdn. Bhd.
2,650
827
Sales of refined products to an associated company
– Cognis Oleochemicals (M) Sdn. Bhd.
21,867
58,038
Sales of fresh fruit bunches to subsidiary companies
– Golden Hope Plantations (Peninsular) Sdn. Bhd.
– Golden Hope Plantations (Sabah) Sdn. Bhd.
20,110
142
20,000
265
Purchases of fresh fruit bunches from subsidiary company
12,431
9,608
Sales of crude palm oil to subsidiary companies
– Unimills B.V.
56,878
—
40,686
3,300
Sales of refined palm oil to subsidiary company
– Golden Hope-Nhabe Edible Oils Co. Ltd.
69,146
60,491
Management fees receivable from subsidiary companies
– Golden Hope Plantations (Sarawak) Sdn. Bhd.
– Golden Hope Latex Sdn. Bhd.
16,723
2,383
2,265
644
13,937
2,171
—
544
Selling commission receivable from subsidiary companies
– Golden Hope Plantations (Sarawak) Sdn. Bhd.
– Golden Hope Latex Sdn. Bhd.
15,060
3,476
1,789
853
13,115
3,170
—
748
Group
Recurrent related party transactions:
Company
Recurrent related party transactions:
The Directors are of the opinion that all the transactions above have been entered into in the normal course of business and have been
established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties.
annual report 2004
235
33.
30 June 2004
CONTINGENT LIABILITIES
Company
Guarantee given to financial institutions for facilities granted to a subsidiary company (unsecured)
34.
2004
RM’000
2003
RM’000
183,320
184,128
SIGNIFICANT EVENTS
(a) On 30 September 2003, following the fulfillment of all conditions precedent, the sale of the entire issued and paid-up share capital
of Dongwha Fibreboard Sdn. Bhd. (formerly known as Golden Hope Fibreboard Sdn. Bhd.) and Dongwha Furniture International Sdn.
Bhd. (formerly known as Golden Hope Furniture Sdn. Bhd.) to Dongwha GH International Sdn. Bhd. (formerly known as Keyvista
Sdn. Bhd.) for a purchase consideration of US$22,000,000, was completed.
The subscription for 30% equity interest or 2,491,498 ordinary shares of RM1.00 each in Dongwha GH International Sdn. Bhd. by
Golden Hope Plantations Berhad (“Golden Hope”) at an issue price equivalent to US$6,600,000 and Dongwha Singapore Holding
Pte. Ltd. for the remaining 70% equity interest or 5,813,500 ordinary shares of RM1.00 each for an issue price equivalent to
US$15,400,000 was also completed.
(b)
On 17 May 2004, the proposed restructuring exercise of Mentakab Rubber Company (Malaya) Berhad (“Mentakab Rubber”) was
completed with the new stock units having being granted listing and quotation on Bursa Malaysia Securities Berhad (“Bursa
Malaysia”). The restructuring exercise was undertaken by Mentakab Rubber to meet the minimum issued and paid-up share capital
requirement of RM60 million for a company to be listed on the Main Board of Bursa Malaysia.
The restructuring exercise involved the incorporation of revaluation surplus of RM14,812,420; the bonus issue of 25,212,132 new
stock units; and the acquisition of Lanchang estate from Chermang Development (Malaya) Sdn. Bhd. for RM55,500,000 satisfied by
the issuance of 33,636,364 stock units at RM1.65 per stock unit.
Following the completion of the restructuring exercise, Mentakab Rubber is in compliance with both listing requirements, in terms
of the minimum issued and paid-up share capital of RM60 million and 25% public shareholders spread. Mentakab Rubber, which
was an associate company of Golden Hope, is now a subsidiary company.
(c)
236
Aseambankers, on behalf of the Board of Directors, had on 16 September 2003 announced that Golden Hope had entered into three
(3) conditional Sale and Purchase Agreement (SPAs) with Island & Peninsular Berhad (“I&P”) for the following:
(i)
Proposed acquisition of 83,683,022 ordinary shares of RM1.00 each, representing approximately 99.63% equity interest in
Austral Enterprises Berhad (“AEB”) a wholly-owned subsidiary company of I&P, at an indicative purchase consideration of
RM1,395 million to be satisfied by the issuance of 403.179 million new Golden Hope Shares at an issue price of RM3.46 per
Golden Hope Share; (Proposed Acquisition of AEB)
(ii)
Proposed disposal of 600,000 ordinary shares of RM1.00 each in Golden Hope Development Sdn. Bhd. (“Golden Hope
Development”) representing 60% of the enlarged issued and paid-up share capital of Golden Hope Development; a whollyowned subsidiary company of Golden Hope, to I&P at an indicative sale consideration of RM1,155.348 million to be satisfied
by the issuance of 339.808 million new I&P Shares at an issue price of RM3.40 per I&P Share; (Proposed Settlement of Amount
Owing) and
annual report 2004
34.
SIGNIFICANT EVENTS (CONT’D.)
(c) (Cont’d.)
(iii) Proposed disposal of ordinary
Johor”) representing the entire
Golden Hope at an indicative
million new I&P Shares at an
30 June 2004
two (2) shares of RM1.00 each in Golden Hope Properties (Johor) Sdn. Bhd. (“Golden Hope
issued and paid-up share capital of Golden Hope Johor, a wholly-owned subsidiary company of
purchase consideration of RM43.532 million to be satisfied entirely by the issuance of 12.804
issue price of RM3.40 per I&P Share. (Proposed Disposal of Golden Hope Johor)
Golden Hope had also on 16 September 2003 entered into Subscription Agreement of Shares (“SAS”) with I&P and Golden Hope
Properties Sdn. Bhd. (“Golden Hope Properties”), a wholly-owned subsidiary company of Golden Hope for the subscription of
750,000 new ordinary shares of RM1.00 each by I&P for a cash subscription price of RM750,000. (Proposed Subscription in Golden
Hope Properties)
Based on the announcement made by Aseambankers on behalf of I&P dated 16 September 2003 in connection to the Proposed
Rationalisation of I&P, Aseambankers had on 26 September 2003 served a notice of Voluntary General Offer (“VGO”) on the Board
of Directors of Negara Properties (M) Berhad (“Negara”), a 62.6% subsidiary company of Golden Hope (held directly and indirectly
through subsidiary companies of Golden Hope), to acquire the entire issued and paid-up share capital of Negara (“Offer Shares”) for
a total purchase consideration of RM310,000,000 or approximately RM4.39 per ordinary share in Negara to be satisfied by the
issuance of 91.156 million new I&P Shares at an issue price of RM3.40 per I&P Share (assuming full acceptances of the Offer
Shares). (VGO on Negara)
I&P proposes to offer to all holders of the ordinary shares in Negara, approximately 129 new I&P Shares for every existing 100
ordinary shares of RM1.00 each in Negara held by the shareholders of Negara.
The VGO on Negara is conditional, amongst others, upon I&P receiving acceptances (provided that they are not, where permitted,
withdrawn), which would result in I&P, and all persons acting in concert with it, holding in aggregate, together with those shares in
Negara already held by I&P or entitled to be acquired, not less than 50% of the Offer Shares. The VGO on Negara will only be
effected upon completion of the Proposed Acquisition of AEB, Proposed Disposal of Golden Hope Johor, the Proposed Settlements
of Amount Owing and Proposed Subscriptions.
Golden Hope also proposed a capital distribution to its shareholders (excluding I&P) of the entire new I&P Shares to be received by
Golden Hope pursuant to the Proposed Disposal of Golden Hope Johor, the Proposed Subscriptions and the Proposed Settlements of
Amount Owing through the Proposed Bonus Issue and Capital Repayment.
In addition to the above, the new I&P Shares to be received by Golden Hope, should Golden Hope accept the Proposed VGO on
Negara, will also be distributed to the shareholders of Golden Hope (excluding I&P) through the Proposed Bonus Issue and Capital
Repayment.
The amount of the consideration for the proposals under the three (3) conditional SPAs entered into between Golden Hope and I&P
as announced on 16 September 2003 were subject to a valuation exercise to be undertaken by independent valuers, to be jointly
appointed by I&P and Golden Hope, as stipulated in the conditional SPAs. The amount of the consideration of the said proposals
shall be ultimately determined based on the Net Tangible Assets (“NTA”) of AEB, Golden Hope Development and Golden Hope
Johor respectively, as at 30 September 2003 determined by the auditors of AEB, Golden Hope Development and Golden Hope Johor
respectively taking into account the revaluation of the lands owned by the AEB Group, Golden Hope Development and Golden Hope
Johor respectively. A valuation exercise of the properties is also to be undertaken by independent valuers for the determination of the
NTA value of Golden Hope Properties as at 30 September 2003 by auditors of Golden Hope Properties.
annual report 2004
237
34.
30 June 2004
(c) (Cont’d.)
On 17 November 2003, Aseambankers on behalf of the Board of Directors announced to Bursa Malaysia that Golden Hope and I&P
had mutually agreed to the following;
(i)
An extension of three (3) months from and excluding 16 November 2003 for the completion of the legal, financial (including
taxation) and operations due diligence audit;
(ii)
An extension of three (3) months from and excluding 16 November 2003 for the auditors to determine the NTA of AEB, Golden
Hope Development, Golden Hope Johor and Golden Hope Properties as at 30 September 2003;
(iii) An extension of three (3) months from and excluding 16 November 2003 for Golden Hope and I&P to agree on the terms and
conditions of the shareholders agreement to regulate the rights of Golden Hope and I&P as shareholders of Golden Hope
Development and Golden Hope Properties and their participation in the management of Golden Hope Development and Golden
Hope Properties; and
(iv) An extension of three (3) months from and excluding 16 December 2003 for the delivery by Golden Hope of its disclosure
letter pursuant to Clause 3.10 of the Golden Hope Development SPA, Golden Hope Properties SAS and Golden Hope Johor
SPA and the delivery by I&P of its disclosure letter pursuant to Clause 3.10 of the AEB SPA.
Subsequent to the above, Aseambankers had, on behalf of the Board of Directors, announced on 16 March 2004 that Golden Hope
had on 15 March 2004 entered into two (2) supplemental agreements with I&P to vary the terms and conditions of the AEB SPA
and the Golden Hope Properties SAS respectively as follows:
(i)
To, inter alia, revise the consideration for the Proposed Acquisition of AEB to RM1,250,000,000 to be satisfied by the issuance
of 361,271,676 new Golden Hope Shares at an issue price of RM3.46 per Golden Hope Share to I&P; and
(ii)
I&P shall subscribe for 49,500,000 new ordinary shares of RM1.00 each, representing 99% of the issued and paid-up share
capital in Golden Hope Properties, for a total cash subscription price of RM49,500,000 of which RM495,000 will be paid on
completion and the balance of RM49,005,000 will be “uncalled capital”.
Further I&P, on behalf of Golden Hope Properties, shall pay the amount of RM583,920,060 by the issuance of 171,741,194
new I&P Shares at an issue price of RM3.40 per I&P Share to Golden Hope in settlement of the consolidated inter-company
advances owing by Golden Hope Properties to Golden Hope as at 30 September 2003 of RM301,281,000 and in consideration
of Golden Hope assuming the obligation to pay the balance of the purchase price for Haron Estate of RM282,639,060 directly
to Haron Estate Development Sdn. Bhd. (“Haron Estate Development”) in accordance with the terms and conditions of the
Haron Estate Development SPA.
Golden Hope and Golden Hope Development had also on 15 March 2004 entered into a Golden Hope Development SAS with I&P
for the subscription of 1,500,000 new ordinary shares of RM1.00 each, representing 60% of the enlarged issued and paid-up share
capital of Golden Hope Development by I&P for a subscription price of RM684,724,851, which will be satisfied by the issuance of
201,389,662 new I&P Shares to Golden Hope, superseding the earlier Golden Hope Development SPA.
Golden Hope and Golden Hope Johor had also on 15 March 2004 entered into the Golden Hope Johor Share Sale Agreement (“SSA”)
with I&P, superseding the Golden Hope Johor SPA, whereby:
(i)
238
I&P will settle on behalf of Golden Hope Johor the amount of RM33,096,419 as at 30 September 2003 owing by Golden Hope
Johor to Golden Hope by the issuance of 9,734,240 new I&P Shares at an issue price of RM3.40 per I&P Share to Golden
Hope; and
annual report 2004
34.
30 June 2004
(c) (Cont’d.)
(ii) The sale of the entire issued and paid-up share capital of Golden Hope Johor by Golden Hope to I&P at the sale consideration
of RM17,222,158 which will be satisfied entirely by the issuance of 5,065,340 new I&P Shares at an issue price of RM3.40
per I&P Share to Golden Hope.
Golden Hope also proposed to undertake a bonus issue and capital repayment exercise which would entail the issuance of the Bonus
Shares from the reserves of Golden Hope based on the issued and paid-up share capital of Golden Hope as at the book closure date
to be determined later and the cancellation of the Bonus Shares by way of a capital reduction under Section 64 of the Companies
Act, 1965 pursuant to which there will be a distribution to the shareholders of Golden Hope (excluding I&P) of the entire 428,796,242
new I&P Shares to be issued and allotted to Golden Hope pursuant to the Proposed Disposal of Golden Hope Johor, the Proposed
Subscription in Golden Hope Development, the Proposed Settlements of Amount Owing and VGO on Negara (if accepted by Golden
Hope).
The Proposed Acquisition of AEB, Proposed Disposal of Golden Hope Johor, Proposed Subscription in Golden Hope Development,
Proposed Settlements of Amount Owing, VGO on Negara and Proposed Bonus Issue and Capital Repayment shall collectively be
referred to as the “Proposed Rationalisation”.
The Proposed Bonus Issue and Capital Repayment will be carried out after the completion of the Proposed Acquisition of AEB,
Proposed Disposal of Golden Hope Johor, Proposed Subscription in Golden Hope Development, Proposed Settlements of Amount
Owing and VGO on Negara.
The Proposed Rationalisation would enable Golden Hope to reposition the operations of the Golden Hope Group and to enable it to
focus on its existing core business activities, that is, plantation business. In addition, the Proposed Capital Repayment would allow
the shareholders of Golden Hope to benefit from I&P Shares.
The Proposed Rationalisation has been approved by:
(i)
Securities Commission (“SC”) on 28 May 2004 subject to Golden Hope/AEB meeting certain conditions; and
(ii)
Foreign Investment Committee (“FIC”) on 21 July 2004.
The Proposed Rationalisation is conditional upon the approval of the following:
(i)
Bursa Malaysia for the listing of and quotation for all of the new ordinary shares to be issued by Golden Hope pursuant to the
Proposed Rationalisation;
(ii)
The shareholders of Golden Hope and I&P at their respective Extraordinary General Meetings (“EGM”) to be convened;
(iii) Changes to the Express Conditions for Lot 509, Mukim of Burau, District of Jerantut, Pahang and Lot No. 379, Mukim of
Pedah, District of Jerantut, Pahang, within 12 months from the date of SC’s approval;
(iv) Sanction of the High Court of Malaya for the capital reduction under Section 64 of the Companies Act 1965; and
(v)
Any other approvals (if required).
annual report 2004
239
34.
30 June 2004
(d) On 29 April 2004, Golden Hope signed a Sale and Purchase Agreement with Unilever Bestfoods Robertsons (Proprietary) Limited
(“UBR”) for the purchase of the entire shareholding in Hudson & Knight (Proprietary) Limited (“H&K”) for a consideration of Rand
115 million comprising Rand 45 million for fixed assets and trademarks; and Rand 70 million for stock on hand. UBR had sold its
bakery and refinery businesses to H&K as a going concern (“the Business”).
The Business operates from a refinery located in Boksburg about 30 km east of Johannesburg, South Africa. The refinery specialises
in modifying and refining edible oils and fats and has a capacity of approximately 140,000 tonnes.
(e)
On 27 May 2004, Golden Hope entered into a Share Sale and Purchase Agreement with VFOT A.S., a company incorporated in
Norway for the purchase of 2,400,000 ordinary shares of RM1.00 each or the remaining 30% interest in Harvik Rubber Industries
Sdn. Bhd. for a consideration of US$1,000,000.
(f)
On 30 June 2004, Golden Hope entered into a Conditional Sale and Purchase of Shares Agreement with Negara; a subsidiary
company of Golden Hope for the proposed acquisition of the entire issued and paid-up share capital of Impian Golf Resort Berhad;
a wholly-owned subsidiary company of Negara for a purchase price of RM22,700,000.
The Proposed Acquisition is subject to the approvals of the following:
(i) The FIC;
(ii) The approval of the shareholders of Negara at an EGM to be convened; and
(iii) Any other relevant authorities, if required.
35.
SUBSEQUENT EVENTS
(a) On 12 July 2004, Golden Hope entered into a Share Purchase Agreement with Dongwha GH International Sdn. Bhd. (formerly known
as Keyvista Sdn. Bhd.) (“Dongwha”), for the sale of the entire issued and paid-up share capital of Golden Hope Parquet Sdn. Bhd.
(“Golden Hope Parquet”), a wholly-owned subsidiary company of Golden Hope for a consideration of RM11,000,000.
The share capital of Dongwha comprised 20,000,000 ordinary shares, of which 8,305,000 have been issued and fully paid-up. Golden
Hope owns 30% of Dongwha, while Dongwha Enterprise Holding Pte. Ltd. (a wholly-owned subsidiary company of Dongwha
Enterprise Co. Ltd. of Korea) owns the remaining 70%.
The transactions are subject to the following approvals:
240
(i)
The approvals of the Board of Directors and the shareholders of Dongwha for the acquisition of Golden Hope Parquet in
accordance with the provisions of the Share Purchase Agreement;
(ii)
The approvals of the Ministry of International Trade and Industry (MITI) for:
(a)
The acquisition of Golden Hope Parquet by Dongwha in accordance with the provisions of the Share Purchase Agreement;
and
(b)
The deletion of all conditions for the promotion incentive pursuant to the Promotion of Investments Act, 1986 on Golden
Hope Parquet except for, the condition that Golden Hope Parquet must export at least 80% of its products;
annual report 2004
35.
30 June 2004
SUBSEQUENT EVENTS (CONT’D.)
(a) (Cont’d.)
(iii) The approval of the Negeri Sembilan State Authority to the change in the shareholding in Golden Hope Parquet pursuant to the
Woodmoulding Parquet Mill Licence No. NS (B).2/95 granted to Golden Hope Parquet;
(iv) The completion of the Post-signing Due Diligence, and the results thereof being reasonably satisfactory to Dongwha;
(v)
Dongwha receiving the consents, or no objections, of Bumiputra-Commerce Bank Berhad to the change in control, shareholders,
percentage shareholding and directors in Golden Hope Parquet and/or Dongwha, if applicable;
(vi) Such other consent or approvals as may be required of any third parties, governmental or regulatory bodies or competent
authorities having jurisdiction over the disposal.
36.
FINANCIAL INSTRUMENTS
(a) Financial Risk Management Objectives and Policies
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of
the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity and credit risks. The Group operates within
clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.
(b)
Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debt, the Group had no substantial long-term interest-bearing assets
as at 30 June 2004. The investments in financial assets are mainly short term in nature and they are not held for speculative purposes
but have been mostly placed in fixed deposits.
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively
reviews its debt portfolio, taking into account the investment holding period and nature of its assets. This strategy allows it to
capitalise on cheaper funding in a low interest rate environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed in their respective notes.
(c)
Foreign Exchange Risk
The Group operates internationally and is exposed to various currencies. Foreign currency denominated assets and liabilities together
with expected cash flows from highly probable purchases and sales give rise to foreign exchange exposure.
The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in which the property or
investment is located or by borrowing in currencies that match the future revenue stream to be generated from its investments.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept to an
acceptable level.
The net unhedged financial assets and financial liabilities of the Group companies as at 30 June 2004 that are not denominated in
their functional currencies is expected to be immaterial.
annual report 2004
241
36.
30 June 2004
FINANCIAL INSTRUMENTS (CONT’D.)
(c) Foreign Exchange Risk (Cont’d.)
As at 30 June 2004, the outstanding foreign exchange currency contracts entered into by the Group to hedge its trade receivables and
payables are as follows:
Contract
Amounts
’000
Carrying
Amounts
Euro ’000
Carrying
Amounts
RM’000
Equivalent
1,428
622
32
3,217
—
—
47
2,670
5,442
2,856
219
12,391
Future sales of goods
United States Dollar
14,186
11,661
54,117
Trade payables
12,166
10,006
46,707
Future purchase of raw materials
63,960
52,735
245,545
Trade receivables
Euros
Great Britain Pounds
The fair value of outstanding forward foreign exchange currency contracts of the Group at the balance sheet date was a net
unfavourable position of RM1,355,000.
It is not practical to estimate the fair values of the forward foreign exchange currency contracts for the future sales of goods and
purchase of raw materials reliably due to the uncertainties of timing, costs and eventual outcome.
(d)
Liquidity Risk
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that all
refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient
levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain
available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding
from both capital markets and financial institutions and prudently balances its portfolio with some short term funding so as to achieve
overall cost effectiveness.
(e)
Credit Risk
Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring
procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations to business partners with high
creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major
concentration of credit risk related to any financial instruments.
242
annual report 2004
36.
30 June 2004
FINANCIAL INSTRUMENTS (CONT’D.)
(f) Fair Values
The aggregate net fair values of financial assets and financial liabilities which are not carried at fair value on the balance sheets of
the Group and of the Company as at the end of the financial year are represented as follows:
Group
Note
Company
Carrying
Amount
RM’000
Fair
Value
RM’000
Carrying
Amount
RM’000
Fair
Value
RM’000
Financial Assets
At 30 June 2004:
Other investments
Non-current unquoted shares
Amounts due from subsidiary companies
15
21
36,296
—
*
—
36,050
2,553,744
*
#
At 30 June 2003:
Other investments
Non-current unquoted shares
Amounts due from subsidiary companies
15
21
36,296
—
*
—
36,050
2,362,691
*
#
Financial Liabilities
At 30 June 2004:
Amounts due to subsidiary companies
Long term loans
23
27
—
113,705
—
@
4,413,595
—
#
—
At 30 June 2003:
Amounts due to subsidiary companies
Long term loans
23
27
—
122,126
—
@
4,391,812
—
#
—
* It is not practical to estimate the fair value of the Group’s non-current unquoted shares because of the lack of quoted market
prices and the inability to estimate fair value without incurring excessive costs.
# It is not practical to estimate the fair value of amounts due from/to subsidiary companies due principally to a lack of fixed
repayment term entered by the parties involved and without incurring excessive costs.
@ It is not practical to estimate the fair values of the long term loans due to the fluctuation of interest rates and foreign exchange
rates.
The following methods and assumptions are used to estimate the fair values of the following classes of financial instruments:
(i)
Cash and Bank Balances, Other Receivables/Payables and Short Term Borrowings
The carrying amounts reported in the balance sheets approximate fair values due to their short term maturity.
(ii)
Trade Receivables and Trade Payables
The carrying amounts in the balance sheets approximate fair values because these are subject to normal trade credit terms.
annual report 2004
243
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, TAN SRI DATO’ SERI (DR.) AHMAD SARJI BIN ABDUL HAMID and DATO’ SABRI BIN AHMAD, being two of the Directors of
GOLDEN HOPE PLANTATIONS BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial statements set
out on pages 187 to 243 are drawn up in accordance with applicable Approved Accounting Standards in Malaysia and the provisions of the
Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2004 and of
the results and the cash flows of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the Directors
TAN SRI DATO’ SERI (DR.) AHMAD SARJI BIN ABDUL HAMID
Chairman
DATO’ SABRI BIN AHMAD
Director
25 August 2004
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, MEGAT DZIAUDDIN BIN MEGAT MAHMUD, being the Director primarily responsible for the financial management of GOLDEN HOPE
PLANTATIONS BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 187 to 243 are in
my opinion 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.
Subscribed and solemnly declared by the abovenamed
MEGAT DZIAUDDIN BIN MEGAT MAHMUD at Kuala Lumpur
in the Federal Territory on 25 August 2004
)
)
)
MEGAT DZIAUDDIN BIN MEGAT MAHMUD
Before me
25-3, Jalan Sri Hartamas 7
Taman Sri Hartamas
50480 Kuala Lumpur
244
annual report 2004
Report of the Auditors
to the members of Golden Hope Plantations Berhad (Incorporated in Malaysia) – 29992 U
We have audited the accompanying financial statements set out on pages 187 to 243. These financial statements are the responsibility of the
Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the Directors, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a)
(b)
the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable
Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i)
the financial positions of the Group and of the Company as at 30 June 2004 and of the results and the cash flows of the Group and
of the Company for the year then ended; and
(ii)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiary companies of
which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiary companies of which we have not acted as auditors,
as indicated in Note 13 to the financial statements, being financial statements that have been included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statements of the
Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we
have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification material to the consolidated
financial statements and did not include any comment required to be made under Section 174(3) of the Act.
ERNST & YOUNG
AF: 0039
Chartered Accountants
MOHD SUKARNO BIN TUN SARDON
No. 1697/03/05 (J)
Partner
25 August 2004
annual report 2004
245
Properties of the Group
3
4
5
7
6
1
9
2
10
11
14
8
13
14
17
12
15
Kedah
No.
Location of Property
16
Perak
Total
Titled
Area
Crop
Factory
OP R CN FO OP R
FF
Tenure
Year of
Expiry
Size
Hectare
(Plantation)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
GROUP ESTATES
Kedah
1.
Kuala Ketil, Kuala Ketil
2.
Somme, Serdang
2,812.55
●
Freehold
—
2,812.55
—
40,661
942.05
●
Freehold
—
942.05
—
12,636
Perak
3.
Holyrood, Selama
1,335.07
●
Freehold
—
1,335.07
—
18,602
4.
Sungei Krian, Bagan Serai
1,181.52
●
Freehold
—
1,181.52
—
12,863
5.
Jin Seng, Bagan Serai
1,091.18
●
Freehold
—
1,091.18
—
15,627
6.
Chersonese, Kuala Kurau
2,281.07
●
Freehold
—
2,281.07
—
30,576
7.
Elphil, Sungei Siput
926.31
●
Freehold
—
560.86
—
10,872
8.
Kinta Kellas, Batu Gajah
1,061.93
●
Freehold
Leasehold
—
2907
1,060.58
1.35
—
9.
Sogomana/Sungei Bruas/
Cashwood, Ayer Tawar
●
Freehold
—
—
—
2,219.20
—
Freehold
—
2,337.74
—
39,115
Freehold
—
3,944.46
—
87,779
●
●
2,219.20
●
●
●
●
17,920
36,316
—
10.
Sungei Wangi, Sitiawan
2,337.74
●
11.
Bagan Datoh
3,944.46
●
12.
Flemington, Hutan Melintang
2,134.16
●
●
Freehold
—
2,134.16
—
47,421
13.
Selaba, Teluk Intan
1,065.30
●
●
Freehold
—
1,065.30
8
21,369
14.
Bikam
Sungei Klah, Ulu Bernam
1,700.57
●
Freehold
—
1,700.57
—
27,222
15.
Sungei Samak, Ulu Bernam
2,611.90
●
Freehold
Leasehold
—
2050
2,533.70
78.20
48
36,420
16.
Cluny/Trolak/Bedford, Slim River
1,579.33
●
Freehold
Leasehold
—
2052
1,410.17
169.16
—
25,581
●
Total
Titled
Area
Description
Tenure
Year of
Expiry
17.
58.47
Estate land
Freehold
—
246
Golden Hope Latex Sdn. Bhd.,
Sungei Klah, Sungkai, Perak
Size
Age of
Hectares
Building
(Plantation) (Years)
58.47
—
Net Book Value
As At
30 June 2004
RM’000
409
annual report 2004
26
23
27
25
18
22
19
20
21
Selangor
No.
18.
GROUP ESTATES
Selangor
West/East, Carey Island
19.
20.
21.
22.
28
29
Sg. Sedu, Banting
Dusun Durian, Banting
Sepang Estate, Sepang
AGENCY ESTATES
Selangor
Kajang Estate, Kajang
31
Negeri Sembilan
Total
Titled
Area
Crop
Factory
OP R CN FO OP R
11,510.33
●
●
1,780.04
2,285.56
2,764.24
●
●
●
●
591.91
●
Total
Titled
Area
Golden Hope Latex Sdn. Bhd.,
Port Klang, Selangor
FF
Description
Bulking installation
No.
Total
Titled
Area
23.
24.
25.
26.
27.
28.
29.
GROUP ESTATES
Negeri Sembilan
Pertang, Kuala Pilah
Sungei Sabaling, Bahau
St. Helier/Sialang, Bahau
Bukit Pilah, Kuala Pilah
Juasseh, Kuala Pilah
Linsum, Rantau
Bradwall, Siliau
1,070.40
1,321.39
1,159.62
3,674.47
833.47
1,160.76
2,149.92
annual report 2004
24
26
Crop
●
●
●
●
●
●
●
●
●
Size
Hectare
(Plantation)
Age of
Building
(Years)
Freehold
Leasehold
—
2057
11,510.33
56.40
36
21
93,903
58,697
Freehold
Freehold
Freehold
—
—
402.79
1,651.58
2,764.24
45
47
35
6,307
29,343
48,981
Freehold
—
591.91
—
—
FF
Size
Age of
Hectares
Building
Net Book Value
As At
30 June 2004
RM’000
Net Book Value
As At
30 June 2004
RM’000
Tenure
Year of
Expiry
Leasehold
2066
2.03
—
—
Tenure
Year of
Expiry
Size
Hectare
(Plantation)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
—
—
—
—
—
—
—
1,070.40
1,321.39
1,159.62
3,674.47
833.47
574.76
2,149.92
—
—
—
—
—
—
—
Factory
OP R CN FO OP R
●
●
●
●
Tenure
Year of
Expiry
16,153
19,025
17,684
57,103
13,665
6,204
22,278
247
33
30
32
35
34
36
37
40
31
38
39
41
40
Melaka
Johor
No.
Total
Titled
Area
Crop
30.
GROUP ESTATES
Melaka
Sungei Bahru, Masjid Tanah
1,425.12
●
31.
Diamond Jubilee, Jasin
2,839.68
●
Factory
OP R CN FO OP R
FF
●
●
Size
Hectare
(Plantation)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
Tenure
Year of
Expiry
Freehold
Leasehold
—
2038
946.47
41.23
—
14,874
Freehold
Leasehold
—
2025
1,645.66
290.23
32
25,508
Freehold
Leasehold
—
2012
6.48
1,982.28
—
25,627
Freehold
Leasehold
—
2908
530.95
1,066.35
—
14,196
Johor
32.
Sungei Senarut, Segamat
1,988.76
●
●
33.
Muar River, Segamat
1,597.30
●
34.
Welch Estate, Jementah
1,447.83
●
●
Freehold
—
1,447.83
—
20,840
35.
Tangkah/Kundong, Tangkak
1,832.61
●
●
Freehold
—
1,398.87
36
17,614
36.
North Labis, Labis
1,947.73
●
Freehold
—
1,947.73
—
33,152
37.
Nordanal/Lanadron, Panchor
3,358.89
●
Freehold
Leasehold
—
2100
469.60
2,889.29
43
46,967
38.
Tambuku, Kluang
593.50
●
Freehold
—
593.50
—
11,380
39.
Bukit Benut/Benut, Renggam
2,915.31
●
●
●
●
Freehold
Freehold
—
—
2,915.31
25
—
38,514
10,676
40.
Kelan, Kulai
1,667.61
●
●
41.
Bukit Lawang
●
●
164.30
Total
Titled
Area
●
Description
●
●
Freehold
—
1,011.92
—
20,402
Leasehold
2005
164.30
—
35
Leasehold
2907
254.99
Tenure
Year of
Expiry
Size
Age of
Hectares
Building
Golden Hope Staff Bungalow Sdn. Bhd.,
Cameron Highlands, Pahang
Holiday bungalow
Leasehold
2075
44,077
sq. ft.
Georgetown, District of North East
Pulau Pinang
Holiday bungalow
Freehold
—
1,665
sq. metres
248
18
Net Book Value
As At
30 June 2003
RM’000
523
896
annual report 2004
42
43
45
44
Pahang
No.
Kelantan
Total
Titled
Area
Crop
Factory
OP R CN FO OP R
FF
Tenure
Year of
Expiry
Size
Hectare
(Plantation)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
GROUP ESTATES
Pahang
42.
Edensor, Lanchang
1,009.81
●
Freehold
—
1,009.81
—
43.
Lanchang, Lanchang
1,588.37
●
Freehold
—
1588.37
—
11,058
44.
Mentakab, Mentakab
674.91
●
Freehold
—
674.91
—
18,649
45.
Mengkebang, Kuala Krai
963.69
●
Freehold
Leasehold
—
2907
708.70
254.99
—
—
46.
Melalap, Tenom
2,277.32
●
Leasehold
2907
2,277.32
—
24,390
47.
Sapong, Tenom
3,439.70
●
Leasehold
2887
3,439.70
—
28,423
48.
Giram/Kochin/Sipit, Kunak
3,765.88
●
●
●
Leasehold
2061
3,765.88
—
—
7,325
20,426
49.
Binuang, Kunak
3,271.08
●
●
Leasehold
2076
3,271.08
12
41,809
50.
Sungang, Kunak
3,409.99
●
Leasehold
2076
3,409.99
—
40,553
51.
Imam, Tawau
2,976.66
●
Leasehold
2055
2,976.66
—
64,727
52.
Merotai, Tawau
2,956.66
●
Leasehold
2065
2,956.66
37
68,230
53.
Table, Tawau
2,178.00
●
Leasehold
2936
2,178.08
—
46,565
54.
Tiger, Tawau
2,567.89
●
Leasehold
2068
2,567.89
—
55,476
55.
Mostyn/Tolunsug, Kunak
4,142.92
●
Leasehold
2940
4,141.92
42
80,217
56.
Tingkayu/Madai, Kunak
1,881.03
●
Leasehold
2073
1,881.03
—
37,757
17,481
Kelantan
Sabah
46
47
55
56
52
49
51
●
●
●
50
48
53 54
Sabah
annual report 2004
249
60
57
59
58
61
Sarawak
No.
Indonesia
Total
Titled
Area
Crop
Factory
OP R CN FO OP R
FF
Tenure
Year of
Expiry
Size
Hectare
(Plantation)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
GROUP ESTATES
Sarawak
57.
Lavang, Bintulu
3,137.89
●
Leasehold
2055
3,137.89
—
44,951
58.
Rasan, Bintulu
3,339.00
●
●
Leasehold
2055
3,339.00
—
46,619
59.
Kelida, Bintulu
2,572.00
●
Leasehold
2055
2,572.00
—
34,672
60.
Belian, Bintulu
2,885.84
●
Leasehold
2055
2,885.84
—
40,258
8,608.29
●
Leasehold
2030
8608.29
—
90,598
Indonesia
61.
250
Awatan, Lembiru
Pelanjau-Kalimantan
annual report 2004
Kedah
Kedah
Victoria Estate, Kulim
Perak
Jin Seng Estate, Bagan Serai
Elphil Estate, Sungai Siput
Strathisla Estate, Ipoh
Sungei Wangi Estate, Sitiawan
Selaba Estate, Teluk Intan
Selangor
Melawati Townships
– Taman Melawati,
– Wangsa Melawati
– Desa Melawati
Ulu Klang
Gasing Indah, Petaling Jaya
Saujana Impian, Part of Phases.
Impian Golf & Country Club, Kajang
Saujana Impian, Kajang
Bukit Belimbing/Bukit Badong
Kuala Selangor Estates, Kuala Selangor
Sungei Sedu Estate, Banting
Glengownie Estate, Beranang
Dusun Durian Estate, Morib
Semenyih Estate, Semenyih
Bangi Estate, Bangi
Saujana Impian Phase 3 and 7B, Kajang
Haron Estate, Shah Alam
Perak
Total
Titled
Area
(Hectares)
28.69
1,091.18
926.31
312.26
2,720.00
1,266.08
Size
Hectares
(Properties)
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
Description
Tenure
Year of
Expiry
Land held for future development*
Freehold
—
28.69
—
5,082
Land
Land
Land
Land
Land
Freehold
Freehold
Freehold
Freehold
Freehold
—
—
—
—
—
176.48
364.38
193.23
379.04
199.24
—
—
—
—
—
9,240
5,587
27,554
37,385
4,458
—
17,114
22,116
28,014
held
held
held
held
held
for
for
for
for
for
future
future
future
future
future
development*
development*
development*
development*
development*
10.32
0.1
91.78
Mixed residential and
commercial development
Freehold
—
0.09
Golf Club & Golf Course
Freehold
—
0.09
—
1,634
Freehold
Freehold
Freehold
—
—
—
58.17
61,673
26.65
—
5
11
Freehold
—
1,405.45
—
28,295
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
—
—
—
—
—
—
—
—
1,377.25
391.01
683.98
172.33
312.67
391.01
2.28
562.92
—
—
—
—
—
—
—
—
148,923
Freehold
—
0.04
—
Freehold
—
7.39
—
58.17
26.65
1,409.22
2,048.14
395.87
2,344.09
316.85
334.12
5.27
552.81
Pendamar Indah, Kelang
0.04
Part of Kota Bayuemas, Kelang
7.39
Golf Club & Golf Course
commercial & residential resort
development
Commercial development
16,713
77,739
45,390
72,223
5,766
1,354
576,939
Selangor
annual report 2004
251
Wilayah Persekutuan
Negeri Sembilan
Total
Titled
Area
(Hectares)
Year of
Expiry
3.54
2.12
Residential development
Freehold
Freehold
—
—
—
—
—
—
9.27
Themed residential & commercial
Freehold
—
9.27
—
Integrated industrial and commercial
development
Mixed residential and commercial
development
Commercial Complex
Freehold
—
172.58
—
Freehold
Freehold
—
—
586.00
2.84
—
3
93,017
8,110
Mixed development
Housing complex
Freehold
Freehold
—
—
718.98
2.53
—
—
238,189
12,538
Commercial and Industrial
development
Freehold
Freehold
1,429.13
2,847.77
Freehold
Freehold
—
—
437.42
903.78
—
—
6,676
92,613
1,597.32
—
4,810
8.88
66.57
440.18
655.70
—
1,842.48
1,667.72
Freehold
Leasehold
Freehold
Freehold
—
—
16,799
97,958
172.58
161.41
Tangkah Estate, Tangkak
Kelan Estate, Kulai
Net Book Value
As At
30 June 2004
RM’000
Tenure
– Nilai Impian
Melaka
Sungei Bahru Estate, Masjid Tanah
Diamond Jubilee Estate, Jasin
Johor
Muar River Estate, Segamat
Age of
Building
(Years)
Description
Wilayah Persekutuan
Wangsa Melawati, Phase WM 8A, D/3.54
Taman Melawati, Phase MCC 8, 11 & 19
Negeri Sembilan
Dataran Seriemas, Kota Seriemas,
Negeri Sembilan
Nilai Townships
– Nilai Utama Enterprise Park,
Linsum & Paroi Estates, Ampangan
KLIA Workers Housing Commercial
Complex, Nilai
Kota Seriemas, Nilai
Nilai Utama Workers Housing Complex
– Phase NU 5A, Nilai
Nilai Utama Enterprise Park (NI 6D, E, F)
Sungei Mahang Estate, Nilai
Size
Hectares
(Properties)
1,148.09
2.23
780.02
2.53
7.87
8.18
161.41
37,075
116,495
9.87
8.18
—
—
23,275
18,744
26,829
* Estate operations are managed by Agribusiness Division
Melaka
252
Johor
annual report 2004
Penang
Selangor
Age of
Building
(Years)
Size
Hectares
Net Book Value
As At
30 June 2004
RM’000
Tenure
Year of
Expiry
Leasehold
2030
8.1
31
Industrial land with factory
1,606
Leasehold
2086
4.0989
29
632
Freehold
—
1,630
sq. ft.
22
2 Apartments
187
Freehold
—
4.04
7
Description
Penang
Harvik Rubber Industries Sdn. Bhd.
– Seberang Prai Tengah, Pulau Pinang
Selangor
Golden Jomalina Food Industries Sdn. Bhd.
A – Batu 9, Jalan Banting-Klang,
42500 Selangor
Kuala Lumpur
B – Pantai Tower Apartments
5-12A & 5-12C, Pantai Towers,
Lorong Bukit Pantai,
59100 Kuala Lumpur
Negeri Sembilan
Golden Hope Parquet Sdn. Bhd.
– Nilai, Negeri Sembilan
Kuala Lumpur
annual report 2004
3,059
Negeri Sembilan
253
Vietnam
China
Age of
Building
(Years)
Net Book Value
As At
30 June 2004
RM’000
Tenure
Year of
Expiry
Leasehold
2011
26,300
sq. meters
11
—
Leasehold
2014
8
2,062
—
—
29,061
sq. meters
170.79
sq. meters
8
153
2025
22
4,919
Description
Golden Hope-Nhabe Edible Oils Co. Ltd.
– Ho Chi Minh City, Vietnam
Jiangyin-Golden Hope Oils & Fats Co.
Limited
– Meiyuan West Suburbs,
Jiangyin, Jiangsu, PR China
– No. 104, Block 5, Donghai Garden,
Jiangyin, Jiangsu, PR China
Size
Hectares
(Properties)
Apartment
Unimills B.V. Netherlands
Leasehold
Unimills B.V. Netherlands
Freehold
4.339
11.100
Netherlands
254
annual report 2004
Shareholding Statistics
Authorised
Issued And Fully Paid
:
:
as at 3 September 2004
5,000,000,000 Ordinary Shares Of RM1.00 Each
1,062,217,499 Ordinary Shares Of RM1.00 Each
Breakdown
of Shareholdings
Less than 100
100 – 1,000
1,001 – 10,000
10,001 – 100,000
100,001 and above
TOTAL
No. of Shareholders
Malaysian Foreign
Individual
Body Corporate
(a) Banks/Finance Companies
(b) Investment Trust/Foundation/Charities
(c) Industrial and Commercial Companies
Government Agencies/Institutions
Nominees
Others
TOTAL
Percentage
Malaysian Foreign
208
4,861
5,493
834
123
11
573
1,824
515
66
3,689
4,593,323
20,761,755
23,147,512
958,340,838
248
512,401
8,150,469
14,845,406
31,861,981
0.00
0.43
1.95
2.18
90.22
0.00
0.05
0.77
1.40
3.00
11,519
2,989
1,006,847,117
55,370,505
94.79
5.21
GRAND TOTAL
Category of Shareholders
No. of Shares
Malaysian
Foreign
14,508
1,062,217,622
No. of Holders
Malaysian Foreign
100.00
No. of Shares
Malaysian
Foreign
Percentage
Malaysian Foreign
10,231
745
41,374,361
6,815,818
3.90
0.64
28
25
304
8
—
—
24
—
226,474,141
3,422,166
29,078,341
173,245,063
—
—
1,053,138
—
21.32
0.32
2.74
16.31
—
—
0.10
—
923
2,220
533,252,922
47,501,549
50.20
4.47
—
—
—
—
—
—
11,519
2,989
1,006,846,994
55,370,505
94.79
5.21
GRAND TOTAL
14,508
1,062,217,499
100.00
No. of
Shareholders
Percentage of
Shareholders
No. of
Shares Held
Percentage of
Issued Capital
Malaysia
Singapore
United Kingdom
Others
11,519
444
196
2,349
79.41
3.06
1.36
16.17
1,006,846,994
4,583,155
2,254,686
48,532,664
94.79
0.44
0.21
4.56
TOTAL
14,508
100.00
1,062,217,499
100.00
Location of Shareholders
August
Substantial Shareholders
Amanah Raya Nominees (Tempatan) Sdn Bhd (434217-U)
Skim Amanah Saham Bumiputera
Bank Negara Malaysia (CBMACT1958)
Permodalan Nasional Berhad (TEMP38218)
Employees Provident Fund Board (EPF ACT1991)
TOTAL
annual report 2004
No. of Shares
Percentage
453,431,214
42.69
170,000,000
131,871,184
74,764,267
16.00
12.41
7.04
830,066,665
78.14
255
Shareholding Statistics
List of Top Thirty (30) Shareholders
No. Name of Shareholders
1.
AMANAH RAYA NOMINEES (TEMPATAN) SDN. BHD.
No. of Shares
Percentage
453,431,214
42.69
170,000,000
131,871,184
74,764,267
23,000,000
16.00
12.41
7.04
2.17
13,206,900
12,434,100
1.24
1.17
6,147,615
0.58
6,000,000
0.56
4,020,700
3,235,200
0.38
0.30
3,161,872
0.30
3,136,000
0.30
2,925,000
2,766,800
0.28
0.26
2,739,254
0.26
2,641,900
0.25
2,550,000
0.24
2,334,000
2,200,000
0.22
0.21
2,164,900
0.20
1,703,000
0.16
1,635,300
0.15
1,550,000
0.15
1,535,300
0.14
1,508,100
0.14
1,435,000
0.14
1,380,600
0.13
1,306,000
0.12
1,251,000
0.12
938,035,206
88.31
Skim Amanah Saham Bumiputera
2.
3.
4.
5.
BANK NEGARA MALAYSIA
PERMODALAN NASIONAL BERHAD
EMPLOYEES PROVIDENT FUND BOARD
6.
7.
VALUECAP SDN. BHD.
8.
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD
Amanah Saham Malaysia
Amanah Saham Wawasan 2020
Great Eastern Life Assurance (Malaysia) Berhad (PAR 1)
9.
SBB NOMINEES (TEMPATAN) SDN. BHD.
Employees Provident Fund Board
10.
11.
LEMBAGA TABUNG HAJI
CITICORP NOMINEES (ASING) SDN. BHD.
12.
MAYBAN NOMINEES (ASING) SDN. BHD.
CBNY for DFA Emerging Markets Fund
Malayan Securities Private Limited (N14011200396)
13.
HSBC NOMINEES (TEMPATAN) SDN. BHD.
Nomura Asset Mgmt Sg for Employees Provident Fund
14.
15.
MALAYSIAN NATIONAL REINSURANCE BERHAD
HSBC NOMINEES (TEMPATAN) SDN. BHD.
16.
MENTERI KEWANGAN MALAYSIA
HSBC (M) Trustee Bhd for Prudential Dana Dinamik (4546)
Section 29 (SICDA)
17.
BHLB TRUSTEE BERHAD
Prugrowth Fund
18.
UNIVERSAL TRUSTEE (MALAYSIA) BERHAD
SBB Premium Capital Fund
19.
20.
PERTUBUHAN KESELAMATAN SOSIAL
UNIVERSAL TRUSTEE (MALAYSIA) BERHAD
21.
HSBC NOMINEES (ASING) SDN. BHD.
Malaysian Assurance Alliance Bhd
BOB HK for Value Partners “A” Fund
22
BUMIPUTRA-COMMERCE TRUSTEE BERHAD
Amanah Saham Darul Iman
23.
DB (MALAYSIA) NOMINEE (ASING) SDN. BHD.
UBS AG
24.
Amanah Saham Didik
25.
Public Islamic Equity Fund
26.
CARTABAN NOMINEES (ASING) SDN. BHD.
Investors Bank and Trust Company for Ishares, Inc.
27.
BUMIPUTRA-COMMERCE TRUSTEE BERHAD
Amanah Saham Darul Iman
28
MAYBAN NOMINEES (TEMPATAN) SDN. BHD.
Mayban Trustees Berhad for Public Itikal Fund (N14011970240)
29.
MAYBAN NOMINEES (ASING) SDN. BHD.
Baxterley Holdings Private Limited (N14011200403)
30.
HSBC NOMINEES (ASING) SDN. BHD.
HSBCIT Hk for Lg Asian Nature Resources Fund
TOTAL
256
annual report 2004
Group Corporate Directory
Chairman
and the Board
Chairman
Tan Sri Dato’ Seri (Dr.) Ahmad Sarji
bin Abdul Hamid
c/o Permodalan Nasional Berhad
4th Floor, Balai PNB
No. 201-A, Jalan Tun Razak
50400 Kuala Lumpur
Telephone : 03-2161 0588
Facsimile : 03-2161 4227
Director/Group Chief Executive
13th Floor, Menara PNB
50400 Kuala Lumpur
Telephone : 03-2160 6275
Facsimile : 03-2162 4057
Director/Group Director, Finance
50400 Kuala Lumpur
Telephone : 03-2160 6257
Facsimile : 03-2163 2711/2163 4748
Director
c/o Labuan Reinsurance (L) Ltd.
8th Floor, Bangunan MalaysianRe
No. 17, Lorong Dungun
Damansara Heights
50490 Kuala Lumpur
Telephone : 03-2092 4888
Facsimile : 03-2093 1166
Director
Dato’ Dr. Abdul Halim bin Ismail
c/o BIMB Securities Sdn. Bhd.
1st & 2nd Floor, Podium Block
Bangunan AMBD
No. 1, Jalan Lumut
50400 Kuala Lumpur
Telephone : 03-4043 3533
Facsimile : 03-4041 2622
Director
c/o Southdene Sdn. Bhd.
No. 7, Persiaran Titiwangsa 2
53200 Kuala Lumpur
Telephone : 03-4022 2653
Facsimile : 03-4022 2267
Director
Tan Sri Dato’ Haji Lamin
bin Haji Mohd Yunus
c/o MYCOM Berhad
Level 23, Menara Olympia
No. 8, Jalan Raja Chulan
50200 Kuala Lumpur
Telephone : 03-2072 3993
Facsimile : 03-2072 3996
Director
Dr. Ng Chong Kin
c/o Klinik Ng
No. 86/B, Jalan Pahang
53000 Setapak, Kuala Lumpur
Telephone : 03-4023 6542
Director
c/o Securiforce Group of Companies
No. 55, Komplek Udarama
Jalan 2/64A, Off Jalan Ipoh
50350 Kuala Lumpur
Telephone : 03-4042 0266
Facsimile : 03-4041 1158
annual report 2004
257
Group Chief Executive’s Office
Security
Research & Development
9th-16th, 19th and 20th Floor
Menara PNB
50400 Kuala Lumpur
Group Chief Executive
Telephone : 03-2160 6275
Facsimile : 03-2162 4057
E-mail
: [email protected]
Head, Security
Zakaria Merican bin Ishak Merican
Telephone : 03-2160 6263
Facsimile : 03-2166 0659
E-mail
: [email protected]
Director, Research & Development
Khairudin bin Hashim
P.O. Box No. 207
42700 Banting, Selangor
Telephone : 03-3120 2311
Facsimile : 03-3120 1197
E-mail
: [email protected]
– Bakasawit Sdn. Bhd.
– Golden Hope Agrotech Consultancy
Sdn. Bhd.
General Manager
Mat Lani bin Rosdi
Telephone : 03-3120 2311
Facsimile : 03-3120 1197
E-mail
: [email protected]
Group Support
Services
Finance & Accounts
Group Director – Finance
Telephone : 03-2160 6257
Facsimile : 03-2164 9801/2163 4748
E-mail
: [email protected]
Corporate Legal & Secretarial
Director, Corporate Legal & Secretarial
Norlin binti Abdul Samad
Telephone : 03-2160 6224
Facsimile : 03-2161 5532
E-mail
: [email protected]
Internal Audit
Director, Internal Audit
Raja Anuar bin Raja Abu Hassan
Telephone : 03-2160 6192
Facsimile : 03-2162 0861
E-mail
: [email protected]
Human Resources
Head, Human Resources
Mohamed Zin bin Jantan
Telephone : 03-2160 6174
Facsimile : 03-2164 9380
E-mail
: [email protected]
258
Corporate Strategy &
Business Development
Acting Head, Business Development
Abdul Aziz bin Muhammad
Telephone : 03-2160 6272
Facsimile : 03-2161 7787
E-mail
: [email protected]
Public Affairs & Communications
Deputy General Manager
Mohd Ashraf bin Abdullah
Telephone : 03-2160 6291
Facsimile : 03-2163 5484
E-mail
: [email protected]
Special Projects
Deputy General Manager, Special Projects
Shahul Hamid bin Moideen
Telephone : 03-2160 6324
Facsimile : 03-2163 1905
E-mail
: [email protected]
Group Consultancy
& Services
Engineering & Technology
Director, Engineering & Technology
Dr. Mohd. Tusirin bin Mohd. Nor
Telephone : 03-2160 6130
Facsimile : 03-2163 1035
E-mail
: [email protected]
Plantations Advisory
Director, Plantations Advisory
Kapt. (B) Ab. Rahman bin Abu Samah
Telephone : 03-2160 6124
Facsimile : 03-2161 1829
E-mail
: [email protected]
Group Information &
Communication Technology
Head, ICT
Muhammad
Telephone :
Facsimile :
E-mail
:
Hisham bin Ahmad
03-2160 6336
03-2163 2676
[email protected]
[email protected]
Golden Hope Academy
General Manager
Dr. Anhar bin Suki
42960 Carey Island, Selangor
Telephone : 03-3187 6900
Facsimile : 03-3187 6901
Atur Phone : 011-762 411
E-mail
: [email protected]
Plantations
Group Director-Plantations
Kasmuri bin Sukardi
Telephone : 03-2160 6163
Facsimile : 03-2164 8041/2161 1829
E-mail
: [email protected]
annual report 2004
Estates Operations
Director, Estates Operations
Mohd. Zaki bin Che A. Kadir
Telephone : 03-2160 6297
Facsimile : 03-2161 1829
E-mail
: [email protected]
Regional Office, Golden Hope
Plantations (Sarawak) Sdn. Bhd.
General Manager
Shivalingam s/o Subramaniam
P.O. Box No. 1288
97008 Bintulu, Sarawak
Telephone : 086-332 746
Facsimile : 086-332 695
E-mail
: [email protected]
Regional Office, Golden Hope
Plantations (Sabah) Sdn. Bhd.
General Manager (Covering)
Roslin Azmy bin Hassan
Bombalai, Km. 18, Jalan Merotai
P.O. Box No. 135 91007 Tawau, Sabah
Telephone : 089-750 533/29
Facsimile : 089-750 222
E-mail
: [email protected]
Regional Office,
Marau Plantations
Development Project
General Manager
Fairuz bin Ismail
PT Sandika Nata Palma/
PT Budidaya Agro Lestari
P.O. Box 148, Ketapang
Kalimantan Barat
Ketapang Trading Office:
Jl. KH. Mas Mansur, No. 93, Ketapang
Marau Plantations Development
Telephone : 0062-5343 4906
Facsimile : 0062-5343 3497
Awatan Office Complex:
Telephone : 0062-2152 69660
Ext 6420
Facsimile : 0062-8681 9996420
E-mail
: [email protected]
annual report 2004
Human Resources &
Administration
Bikam
Senior Manager,
Human Resources & Administration
Muhammad Khairi bin Abu Bakar
Telephone : 03-2160 6153
Facsimile : 03-2163 3687
E-mail
: [email protected]
Manager
Zukifly bin Ali
35600 Sungkai, Perak
Telephone : 05-438 8261
Facsimile : 05-438 7539
E-mail
: [email protected]
Binuang
Golden Hope Latex Sdn. Bhd.
Senior Factory Assistant
Zainan bin Abdullah
Batu Anam, P.O. Box No. 101
85100 Batu Anam, Johor
Telephone : 07-949 9254
Facsimile : 07-949 9255
E-mail
: [email protected]
Bulking Installation
Assistant Manager
Ruslan bin Basir
42000 Port Klang, Selangor
Telephone : 03-3168 8344
Facsimile : 03-3167 5181
E-mail
: [email protected]
Manager
Sivabalan s/o Subbiah
P.O. Box No. 130, 91207 Kunak, Sabah
Telephone : 089-821 197
Facsimile : 06-694 2429
E-mail
: [email protected]
Bradwall
Manager
Azini bin Omar
71100 Siliau, Negeri Sembilan
Telephone : 06-694 1388
Facsimile : 06-694 2429
E-mail
: [email protected]
Bukit Benut/Benut
Estates
Bagan Datoh/Melentang
Senior Manager
Zulkilfli bin Mohamed
36100 Bagan Datoh, Perak
Telephone : 05-646 6244
Facsimile : 05-646 6744
E-mail
: [email protected]
Belian
Manager
Bedu bin Kudusa
P.O. Box 1288, 97008 Bintulu, Sarawak
Telephone : 086-332 746
Facsimile : 086-332 695
E-mail
: [email protected]
Manager
Manokaram s/o Subramaniam
P.O. Box No. 513, 86009 Kluang, Johor
Telephone : 07-772 2040
Facsimile : 07-776 7040
E-mail
: [email protected]
Bukit Pilah/Kelpin
Manager
Balachandrun s/o Madhavan
73500 Rompin, Negeri Sembilan
Telephone : 06-457 6214
Facsimile : 06-457 7018
E-mail
: [email protected]
259
Chersonese
Flemington
Juasseh/St. Helier
Manager
Mohd Yusof
34350 Kuala
Telephone :
Facsimile :
E-mail
:
Manager
Mohd. Roslan bin Zulkifly
36309 Sungei Sumun P.O.
Teluk Intan, Perak
Telephone : 05-641 1266
Facsimile : 05-641 1207
E-mail
: [email protected]
Manager
Chang Poh Meng
72009 Kuala Pilah, Negeri Sembilan
Telephone : 06-498 1591
Facsimile : 06-498 4434
E-mail
: [email protected]
bin Jamil
Kurau, Perak
05-727 7024
05-727 7554
[email protected]
Cluny
Kelan
Manager
Ramachandrun s/o Renganathan
35800 Slim River, Perak
Telephone : 05-452 8422
Facsimile : 05-452 6185
E-mail
: [email protected]
Giram/Sipit
Manager
Musa bin Salami
Telephone : 089-826 290
Facsimile : 089-826 291
E-mail
: [email protected]
Diamond Jubilee
Manager
Patmanathan s/o Manickam
77009 Jasin, Melaka
Telephone : 06-529 1202
Facsimile : 06-529 2864
E-mail
: [email protected]
Manager
Sahudin bin Sapiin
P.O. Box No. 103, 81000 Kulai, Johor
Telephone : 07-663 1505
Facsimile : 07-663 1505
E-mail
: [email protected]
Kelida
Holyrood
Acting Manager
Isa bin Tumin
34100 Selama, Perak
Telephone : 05-839 4031
Facsimile : 05-839 5027
E-mail
: [email protected]
Manager
Chellappan s/o Ramachellappan
P.O. Box No. 1288
97008, Bintulu, Sarawak
Telephone : 086-332 746
Facsimile : 086-332 695
E-mail
: [email protected]
Imam
Kinta Kellas
Manager
Abu Bakar bin Ishak
P.O. Box No. 135, 91007 Tawau, Sabah
Telephone : 089-750 526
Facsimile : 089-750 446
E-mail
: [email protected]
Manager
Sethupathy s/o Ponniah
P.O. Box No. 7
31007 Batu Gajah, Perak
Telephone : 05-366 3234
Facsimile : 05-366 3234
E-mail
: [email protected]
Dusun Durian
Manager
Azmi bin Jaafar
Telephone : 03-3198 1062
Facsimile : 03-3198 2708
E-mail
: [email protected]
East
Senior Manager
Gunasekaran s/o Uthiradam
Telephone : 03-3103 0813
Facsimile : 03-3371 7266
E-mail
: [email protected]
Jin Seng
Manager
Naranjan Singh s/o Gurdial Singh
34300 Bagan Serai, Perak
Telephone : 05-721 5663
Facsimile : 05-721 4589
E-mail
: [email protected]
Elphil
Kuala Ketil/Victoria
Manager
Ainudin bin
09300 Kuala
Telephone :
Facsimile :
E-mail
:
Mohd. Bahari
Ketil, Kedah
04-416 3237
04-416 2372
[email protected]
Manager
Suhaimi bin Abu Bakar
31100 Sungei Siput, Perak
Telephone : 05-591 1829
Facsimile : 05-591 2263
E-mail
: [email protected]
260
annual report 2004
Kuala Selangor
Mentakab
Pertang
Manager
Md. Azman bin Md. Ismail
P.O. Box No. 2
45700 Bukit Rotan, Selangor
Telephone : 03-3289 1564
Facsimile : 03-3289 1564
E-mail
: [email protected]
Manager
Abd. Rasid bin Ahmad
28409 Mentakab, Pahang
Telephone : 09-277 1028
Facsimile : 09-277 1028
E-mail
: [email protected]
Manager
K. Verghese Joney
Simpang Pertang P.O.
72309 Kuala Pilah
Negeri Sembilan
Telephone : 06-492 9233
Facsimile : 06-492 0487
E-mail
: [email protected]
Merotai
Lanadron
Manager
Lee Ang Kiat
P.O. Box No. 101, 84500 Panchor, Johor
Telephone : 06-972 7381
Facsimile : 06-972 7382
E-mail
: [email protected]
Manager
Nuruzzaman bin Munir
Telephone : 089-902 801
Facsimile : 089-902 843
E-mail
: [email protected]
Mostyn
Lanchang/Edensor
Manager
Abd. Rasid bin Ahmad
28500 Lanchang, Pahang
Telephone : 09-280 3235
Facsimile : 09-280 3235
E-mail
: [email protected]
Senior Manager
Adahudinsa bin Munei
Telephone : 089-851 244/204
Facsimile : 089-851 081
E-mail
: [email protected]
Muar River
Lavang
Manager
Abdul Malik bin Yasin
P.O. Box No. 1288
Telephone : 086-332 746
Facsimile : 086-332 695
E-mail
: [email protected]
Manager
Ee Ah Chai
P.O. Box No. 503
85009 Segamat, Johor
Telephone : 07-944 1203
Facsimile : 07-944 3848
E-mail
: [email protected]
North Labis
Linsum
Manager
Rosmadi bin Mohd. Daud
71200 Rantau, Negeri Sembilan
Telephone : 06-694 1466
Facsimile : 06-694 3836
E-mail
: [email protected]
Melalap
Manager
Dalinte B.J. Self
P.O. Box No. 205, 89908 Tenom, Sabah
Telephone : 087-735 571
Facsimile : 087-736 360
E-mail
: [email protected]
annual report 2004
Manager
Alagappan s/o Vellasamy
P.O. Box No. 501, 85300 Labis, Johor
Telephone : 07-925 1334
Facsimile : 07-925 4922
E-mail
: [email protected]
Rasan
Manager
Tey Kok Lay
P.O. Box No. 1288
Telephone : 086-332 746
Facsimile : 086-332 695
E-mail
: [email protected]
Sapong
Manager
Alberto bin Domingo
P.O. Box No. 70, 89907 Tenom, Sabah
Telephone : 087-735 605
Facsimile : 087-736 091
E-mail
: [email protected]
Selaba
Manager
Gobi s/o Ramasamy
P.O. Box No. 51
36007 Teluk Intan, Perak
Telephone : 05-622 1699
Facsimile : 05-623 1332
E-mail
: [email protected]
Semenyih
Manager
Daniel s/o Subramaniam
P.O. Box No. 201
43500 Semenyih, Selangor
Telephone : 03-8723 8228
Facsimile : 03-8723 8228
E-mail
: [email protected]
261
Sepang
Sungei Sabaling
Tangkah
Acting Senior Manager
Nagaratnam s/o Mootatamby
43900 Sepang, Selangor
Telephone : 03-3142 1388
Facsimile : 03-3142 1854
E-mail
: [email protected]
Manager
Azam bin Abdullah
72100 Bahau, Negeri Sembilan
Telephone : 06-461 1690
Facsimile : 06-461 1690
E-mail
: [email protected]
Manager
Gooi Thean Soo
P.O. Box No. 503, 84900 Tangkak, Johor
Telephone : 06-977 2231/2
Facsimile : 06-977 2232
E-mail
: [email protected]
Sogomana
Sungei Samak
Tiger
Manager
Devadas s/o Sankaran Nair
32500 Changkat Kruing, Perak
Telephone : 05-675 1823
Facsimile : 05-675 2090
E-mail
: [email protected]
Manager
Haslan bin Abd. Kadir
36500 Ulu Bernam, Perak
Telephone : 05-636 6223
Facsimile : 05-636 6762
E-mail
: [email protected]
Manager
Arumugam s/o Vyapuri Pillay
Telephone : 089-902 289
Facsimile : 089-902 298
E-mail
: [email protected]
Somme
Sungei Sedu
Tingkayu
Acting Manager
Maheswaran s/o Suppiah
09800 Serdang, Kedah
Telephone : 04-407 7348
Facsimile : 04-407 7348
E-mail
: [email protected]
Manager
Ho For Nam
Telephone : 03-3191 2300
Facsimile : 03-3191 1949
E-mail
: [email protected]
Acting Manager
Amran bin Abd. Wahid
Telephone : 089-826 251
Facsimile : 089-826 252
E-mail
: [email protected]
Sungang
Sungei Senarut
Welch
Manager
Mohd. Zain bin Zakaria
W.D.T. 46, 91209 Kunak, Sabah
Telephone : 089-851 160
Facsimile : 089-851 160
E-mail
: [email protected]
Manager
Abdul Rani bin Sauari
85100 Batu Anam, P.O. Segamat, Johor
Telephone : 07-949 9219
Facsimile : 07-949 7858
E-mail
: [email protected]
Sungei Bahru
Sungei Wangi
Manager
Edward Robin @ Edzwan Shah bin
Abdullah
P.O. Box No. 102
85200 Jementah, Johor
Telephone : 07-947 1131
Facsimile : 07-947 4053
E-mail
: [email protected]
Manager
Gopalasamy s/o Periasamy
78300 Masjid Tanah, Melaka
Telephone : 06-384 1301
Facsimile : 06-384 1301
E-mail
: [email protected]
Manager
Abdul Aziz bin Jamaludin
32000 Sitiawan, Perak
Telephone : 05-691 1206
Facsimile : 05-691 1206
E-mail
: [email protected]
Sungei Krian
Table
Manager
Mohd. Saidi bin Abdul Majid
34300 Bagan Serai, Perak
Telephone : 05-721 4730
Facsimile : 05-721 4730
E-mail
: [email protected]
Manager
Amirudin bin Abdul Rahman
Telephone : 089-750 524
Facsimile : 089-750 524
E-mail
: [email protected]
262
West
Senior Manager
Abdul Muttalib bin Nih
Telephone : 03-3371 8611/3181 3659
Facsimile : 03-3181 3660
E-mail
: [email protected]
annual report 2004
Agency Estates
Kajang
Manager
Daniel s/o Subramaniam
c/o Semenyih Estate
P.O. Box 201
43500 Semenyih, Selangor
Telephone : 03-8723 8228
Facsimile : 03-8723 8228
E-mail
: [email protected]
Mengkebang
Acting Manager
Asri bin Abd. Ani
18000 Kuala Krai, Kelantan
Telephone : 09-966 6242
Facsimile : 09-966 5242
E-mail
: [email protected]
Oil Mills
Binuang
Mill Manager
Abdul Razak bin Yusak
Telephone : 089-886 189
Facsimile : 089-886 188
E-mail
: [email protected]
Bukit Benut
Acting Mill Manager
Azlan bin Md. Kambali
P.O. Box No. 513, 86009 Kluang, Johor
Telephone : 07-772 3479
Facsimile : 07-776 6479
E-mail
: [email protected]
Chersonese
Mill Manager
Kamil Hamzah bin Ismail
34350 Kuala Kurau, Perak
Telephone : 05-890 4729
Facsimile : 05-727 6762
E-mail
: [email protected]
annual report 2004
Diamond Jubilee
Merotai
Mill Manager
Shahrin bin Sahuri
77009 Jasin, Melaka
Telephone : 06-529 1302
Facsimile : 06-529 2019
E-mail
: [email protected]
Senior Mill Manager
Sulaiman bin Shiafi
Telephone : 089-750 882
Facsimile : 089-750 882
E-mail
: [email protected]
Dusun Durian
Mostyn
Acting Mill Manager
Wan Syahril Izan bin Wan Sobri
Telephone : 03-3198 1520
Facsimile : 03-3198 1433
E-mail
: [email protected]
Mill Manager
Hasnur Hisyam bin Hassan
Telephone : 089-851 204
Facsimile : 089-851 576
E-mail
: [email protected]
East
Nordanal
Senior Assistant Engineer-in-charge
Anuar bin Zakaria
Telephone : 03-3185 1017
Facsimile : 03-3180 4812
E-mail
: [email protected]
Mill Manager
Mohd. Ikhsan bin Yaacob
P.O. Box No. 101, 84500 Panchor, Johor
Telephone : 06-973 6248
Facsimile : 06-972 7490
E-mail
: [email protected]
Flemington
Selaba
Mill Manager
Sivalingam s/o Nagalingam
36309 Sungei Sumun, Teluk Intan, Perak
Telephone : 05-648 9198
Facsimile : 05-648 9153
E-mail
: [email protected]
Mill Manager
Mazlan bin Abdullah
Lot No. 7376
KMT, Jalan Changkat Jong
36000 Teluk Intan, Perak
Telephone : 05-623 1942/1
Facsimile : 05-623 1943
E-mail
: [email protected]
Giram
Acting Mill Manager
Gopikandah s/o Narayanasamy
Telephone : 089-826 009
Facsimile : 089-826 010
E-mail
: [email protected]
Lavang
Senior Mill Manager
Mat Nor bin Abdullah
P.O. Box No. 1288
Telephone : 086-310 505
Facsimile : 086-332 589
E-mail
: [email protected]
Sepang
Mill Manager
Lokman bin Saud
43900 Sepang, Selangor
Telephone : 03-3142 1229
Facsimile : 03-3142 1229
E-mail
: [email protected]
Sungei Samak
Senior Assistant Engineer-in-charge
Abdul Ghafar bin Sulaiman
36500 Ulu Bernam, Perak
Telephone : 05-636 6233
Facsimile : 05-636 6108
E-mail
: [email protected]
263
West
Mill Manager
Mohammad Japri bin Giman
Telephone : 03-3181 3677
Facsimile : 03-3371 7687
E-mail
: [email protected]
Property
Property Division
Director, Property Operations
Dato’ Haji Roszali bin Othman
Golden Hope Plantation Berhad
31st Floor, Menara PNB
50400 Kuala Lumpur
Telephone : 03-2160 6330
Facsimile : 03-2164 1569
E-mail
: [email protected]
Golden Hope Development
Sdn. Bhd.
General Manager
Mohd. Shukor bin Datuk Hj. Nasir
Group Property Marketing Centre
(PROMAC)
Saujana Impian Resort Business Park
Persiaran Impian Perdana
Saujana Impian
43000 Kajang, Selangor
Telephone : 03-8739 9339
Facsimile : 03-8739 3922
E-mail
: [email protected]
Golden Hope Properties
Sdn. Bhd.
General Manager
Mahmud Fauzi bin Muda
50400 Kuala Lumpur
Telephone : 03-2166 8133
Facsimile : 03-2161 2309
E-mail
: [email protected]
264
Golden Hope Builders
Sdn. Bhd.
General Manager
Abd. Rahman bin Md. Nor
No. 329A, Melawati Square
Pusat Bandar Melawati
58100 Kuala Lumpur
Telephone : 03-4107 1111
Facsimile : 03-4107 3322
E-mail
: [email protected]
Golden Hope Properties (Johor)
Sdn. Bhd.
General Manager
Abd. Aziz bin Muhamad
(PROMAC)
Saujana Impian
Telephone : 03-8739 9339
Facsimile : 03-8733 4410
E-mail
: [email protected]
Pulau Carey Properties
Sdn. Bhd.
General Manager
Harris bin Hashim
(PROMAC)
Saujana Impian
Telephone : 03-8739 9339
Facsimile : 03-8733 4410
E-mail
: [email protected]
Negara Properties (M) Berhad
Impian Golf & Country Club
Club Manager
Shahril Jeffry bin Zaini
Impian Golf & Country Club
Saujana Impian, 43000 Kajang, Selangor
Telephone : 03-8734 4195
Facsimile : 03-8734 8133
E-mail
: [email protected]
Oils & Fats
Division
Senior Director, Oils & Fats
9th-16th, 19th and 20th Floor
Menara PNB
50400 Kuala Lumpur
Telephone : 03-2160 6230
Facsimile : 03-2164 9801
Commodity Sales & Marketing &
Marketing
General Manager, Commodity Sales
Faudzy Asrafudeen bin Sayed Mohamed
Telephone : 03-2160 6241
Facsimile : 03-2161 8221
E-mail
: [email protected]
Golden Jomalina Food Industries
Sdn. Bhd.
General Manager
Muhammad Mohan Kittu bin Abdullah
Teluk Panglima Garang Industrial Estate
Batu 9, Jalan Banting-Klang
42500 Kuala Langat, Selangor
Telephone : 03-3122 6301
Facsimile : 03-3122 6688/9539
E-mail
: [email protected]
Chief Operating Officer
Azmar bin Talib
No. 1, Lorong Perak
Pusat Bandar Melawati
53100 Kuala Lumpur
Telephone : 03-4108 6699
Facsimile : 03-4107 9294
E-mail
: [email protected]
annual report 2004
Unimills B.V., Netherlands
Managing Director
Jan Van Driel
Lindtsedijk 8, 3336 Le Zwijndrecht
The Netherlands
Telephone : 310 78 610 9302
Facsimile : 310 78 619 2422
E-mail
: [email protected]
Hudson & Knight (Pty) Ltd
General Manager
Raymond Frederic Mooney
511 Commissioner Street
Boksburg 1460
Telephone : 2711 8985 004
Facsimile : 2711 8985 016
Postal address:
Hudson & Knight (Pty) Ltd
P. O. Box 1053
Boksburg 1460
Vietnam Representative Office
Ho Chi Minh City
Chief Representative
Yong See Leng
HCMC Resident
Representative Office
Room F8, FOSCO OFFICETEL 1
2 Phung Khac Khoan Street
District 1, Ho Chi Minh City, Vietnam
Telephone : 848 823 4598
Facsimile : 848 823 4598
E-mail
: [email protected]
Golden Hope-Nhabe Edible
Oils Co. Ltd., Vietnam
General Director
Sulaiman bin Abdul Hamid
Phu My, Nha Be District
Ho Chi Minh City, Vietnam
Telephone : 848 879 3643
Facsimile : 848 879 3656
E-mail
: [email protected]
annual report 2004
Jiangyin-Golden Hope Oils & Fats
Co. Ltd., China
General Manager
Tang Qin
Meiyuan, West Suburbs, Jiangyin, Jiangsu
People’s Republic of China
(Postcode 214433)
Telephone : 86 510 689 8828
Facsimile : 86 510 688 2912
E-mail
: [email protected]
Cognis Olechemicals (M)
Sdn. Bhd.
Managing Director
Raymond Yap
42500 Kuala Langat, Selangor
Telephone : 03-3122 6015
Facsimile : 03-3122 6955
E-mail
: [email protected]
Other Industries
Kapar Coconut Industries
Sdn. Bhd.
Acting General Manager
Abdul Aziz bin Abdul Rahman
Lot 4813, Batu 15.5, Jalan Kapar
42000 Kapar, Selangor
Telephone : 03-3250 8052/7062
Facsimile : 03-3250 6564
E-mail
: [email protected]
Golden Hope Fruit Industries
Sdn. Bhd.
General Manager
Masno bin Masnan
P.O. Box No. 117, 81000 Kulai, Johor
Telephone : 07-897 8128/7
Facsimile : 07-8979 733
E-mail
: [email protected]
Centrifugal Process Sdn. Bhd.
General Manager (Covering)
Masno bin Masnan
c/o Sungei Wangi Estate
32000 Sitiawan, Perak
Telephone : 05-669 0818
Facsimile : 05-669 0400
E-mail
: [email protected]
Harvik Rubber Industries
Sdn. Bhd.
General Manager
Mohd. Nasir bin Wan Idrus
1414, Mukim 1, Prai Free Industrial Zone
3600 Prai, Pulau Pinang
Telephone : 04-390 7550
Facsimile : 04-390 8570
E-mail
: [email protected]
Golden Hope Bioganic Sdn. Bhd.
General Manager
Chia Chok Sia
c/o: Golden Jomalina Food
Industries Sdn. Bhd.
42500 Kuala Lumpur, Selangor
Telephone : 03-3122 6301
Facsimile : 03-3312 6688/9539
E-mail
: [email protected]
Paul Tiefenbacher GmbH,
Germany
Joint Managing Directors
Michael Scheinert/Mohamad Diah Hassan
Schwanenwik 24, Postfach 76 11 05
22061 Hamburg, Germany
Telephone : 49 40 227 0160
Facsimile : 49 40 229 5191
E-mail
: [email protected]
265
Share Price and Volume Traded
1 July 2003 – 30 June 2004
5
5
Average Closing Share
Price Traded (RM)
4.18
3.94
4
3.37
3.49
3.42
3.51
3.45
3.40
3.51
4
3.62
3.54
3.34
3
3
2
2
1
1
0
0
July
2003
August
2003
September
2003
October
2003
November December
2003
2003
January
2004
February
2004
5
4
March
2004
4.52
3.72
3.44
3.26
3.32
3.80
3.54
3.64
3.30
3.30
3.60
3.28
3.56
3.34
3.60
3.40
3.48
April
2004
May
2004
June
2004
5
Highest & Lowest
Share Price Traded (RM)
4.36
3.92
3.96
3.50
3.58
3.36
4
3.26
3
3
2
2
1
1
Highest
Lowest
0
0
July
2003
August
2003
September
2003
October
2003
November December
2003
2003
January
2004
February
2004
March
2004
April
2004
May
2004
June
2004
293,737
300,000
300,000
240,000
240,000
Volume Traded
(RM’000)
180,000
180,000
128,635
120,000
65,435
59,273
120,000
91,454
85,744
63,797
78,872
59,432
59,964
60,944
60,000
60,000
26,102
0
0
July
2003
266
August
2003
September
2003
October
2003
November December
2003
2003
January
2004
February
2004
March
2004
April
2004
May
2004
June
2004
annual report 2004
Tear Here
Form of Proxy
Number of shares held
Incorporated in Malaysia
Company No. 29992-U
I/ We
(PLEASE USE CAPITAL LETTERS)
of
(FULL ADDRESS)
being *a member/members of GOLDEN HOPE PLANTATIONS BERHAD, do hereby appoint the *Chairman of the Meeting,
OR
(FULL NAME IN CAPITAL LETTERS)
of
(FULL ADDRESS)
OR failing him/her
(FULL NAME IN CAPITAL LETTERS)
of
(FULL ADDRESS)
as *my/our proxy to attend and vote for *me/us and on *my/our behalf at the Twenty-Eighth (28th) Annual General Meeting of the Company
to be held on Thursday, 14 October, 2004 at 11.30 am at Grand Mahkota Ballroom 3, Level BR, No. 73, Hotel Istana Kuala Lumpur, Jalan
Raja Chulan, 50200 Kuala Lumpur, Malaysia or at any adjournment thereof.
Please indicate with an “x” in the column provided below how you wish your votes to be casted. If no specific direction as to voting is given,
the Proxy will vote or abstain at his discretion.
Ordinary Resolutions
1.
To receive and adopt the Audited Financial Statements, for the financial year ended
30 June 2004 together with Reports of the Directors and Auditors thereon.
2.
To declare a final dividend for the financial year ended 30 June 2004.
3.
To approve the Directors’ fees for the financial year ended 30 June 2004.
4.
To re-elect YBhg. Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid who is required
to retire from office pursuant to Article 94 of the Company’s Articles of Association
as Director of the Company.
5.
To re-elect Tuan Haji Mohammad bin Abdullah who is required to retire from office pursuant
to Article 94 of the Company’s Articles of Association as Director of the Company.
6.
To re-elect Tuan Haji Megat Dziauddin bin Megat Mahmud who is required to retire
from office pursuant to Article 94 of the Company’s Articles of Association as
Director of the Company.
7.
To re-elect YBhg. Dato’ Sabri bin Ahmad who is required to retire from office pursuant to
Article 99 of the Company’s Articles of Association as Director of the Company.
8.
To re-appoint Messrs Ernst & Young as the Company’s auditors and to authorise the
Directors to fix their remuneration.
9.
To transact any other ordinary business of the Company of which due notice has been received.
For
Against
*Strike out whichever not applicable.
Dated this ___________________ day of ___________________ 2004.
✂
Signature
Notes:
1. A member of the Company who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies, but not exceeding two, to attend and vote in his
stead. Where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. A proxy
need not be a member of the Company but must attend the Meeting in person to vote. The instrument appointing a proxy shall be in writing under the hand of the
appointer or of his attorney duly authorised in writing or if such appointor is a corporation under its common seal or under the hand of an officer of the corporation duly
authorised in that behalf.
2. All forms of proxy should be deposited at the Company’s registered office, 13th Floor, Menara PNB, No 201-A Jalan Tun Razak, 50400 Kuala Lumpur, not less than
48 hours before the time for holding the Meeting or at any adjournment thereof.
Fold Here
Postage
50400 Kuala Lumpur
Malaysia
Fold Here

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