KUALA LUMPUR KEPONG BERHAD - Announcements
KUALA LUMPUR KEPONG BERHAD - Announcements
KUALA LUMPUR KEPONG BERHAD - Announcements
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<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(15043-V)<br />
(INCORPORATED IN MALAYSIA)<br />
Report and Accounts to 30th September<br />
1999
Contents<br />
<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(INCORPORATED IN MALAYSIA)<br />
Page<br />
Board of Directors 2<br />
Corporate Information 3<br />
Notice of Meeting 4 - 5<br />
Corporate Calendar 6 - 7<br />
Group Highlights 8<br />
Chairman’s Review 9 - 19<br />
Audit Committee 20<br />
Report of the Directors 21 - 25<br />
Consolidated Profit & Loss Account 26<br />
Consolidated Balance Sheet 27<br />
Profit & Loss Account of the Holding Company 28<br />
Balance Sheet of the Holding Company 29<br />
Consolidated Cash Flow Statement 30 - 32<br />
Notes on the Accounts 33 - 52<br />
Directors’ Statement and Statutory Declaration 53<br />
Report of the Auditors 54<br />
Area Statement 55<br />
Five Year Plantation Statistics 56<br />
Five Year Financial Statistics 57<br />
Planted Area/Production Graphs 58<br />
Earnings Per Share/Net Tangible Asset Per Share/Shareholders’ Funds Graphs 59<br />
Properties of the Group 60 - 65<br />
Location of the Plantations in Malaysia 66<br />
Location of the Group’s Overseas Agricultural Operations 67<br />
Shareholding Statistics 68 - 69
BOARD OF DIRECTORS<br />
Front row from left to right:<br />
Yeoh Eng Khoon, YM Dato’ Tengku Robert Hamzah, Yeoh Chin Hin, Dato’ Lee Oi Hian, R. M. Alias,<br />
Datuk Abdul Rahman bin Mohd. Ramli<br />
Back row from left to right:<br />
Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman, Ong Beng Kee, Lee Soon Hian, Tan Sri Dato’ Thong Yaw Hong,<br />
Lee Hau Hian, Charles Letts
CORPORATE<br />
INFORMATION<br />
BOARD OF DIRECTORS<br />
Dato’ Lee Oi Hian - Executive Chairman<br />
Yeoh Chin Hin @<br />
Charles Letts<br />
YM Dato’ Tengku Robert Hamzah<br />
R. M. Alias @<br />
Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman @<br />
Ong Beng Kee - Executive Director<br />
Lee Hau Hian<br />
Tan Sri Dato’ Thong Yaw Hong<br />
Lee Soon Hian - Executive Director<br />
Datuk Abdul Rahman bin Mohd. Ramli<br />
(Appointed on 11th September, 1999)<br />
Yeoh Eng Khoon<br />
(Alternate to Yeoh Chin Hin)<br />
Dato’ Mohd. Hilmey bin Mohd. Taib<br />
(Resigned with effect from 13th August, 1999)<br />
Mohd. Ridza bin Yahya<br />
(Resigned as alternate director to Dato’ Mohd. Hilmey bin Mohd. Taib<br />
with effect from 13th August, 1999)<br />
Company Secretaries<br />
J. C. Lim<br />
Fan Chee Kum<br />
Auditors<br />
KPMG<br />
Principal Registrar and Registered Office<br />
Kuala Lumpur Kepong Berhad,<br />
Wisma Taiko,<br />
1, Jalan S. P. Seenivasagam,<br />
30000 Ipoh, Perak Darul Ridzuan, Malaysia.<br />
Telephone: 605-2417844<br />
Branch Registrar<br />
M. P. Evans (UK) Ltd.,<br />
3, Clanricarde Gardens,<br />
Tunbridge Wells,<br />
Kent TN1 1HQ, England.<br />
Telephone: (01892) 516333<br />
Bankers<br />
Malayan Banking Berhad<br />
HSBC Bank Malaysia Berhad<br />
Public Bank Berhad<br />
RHB Bank Berhad<br />
Stock Exchange Listings<br />
Kuala Lumpur Stock Exchange<br />
London Stock Exchange<br />
@ Member of Remuneration Committee
Notice of Meeting<br />
<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(INCORPORATED IN MALAYSIA)<br />
Notice is hereby given that the Twenty-seventh Annual General Meeting of the Company will be held at the<br />
registered office, Wisma Taiko, 1, Jalan S.P. Seenivasagam, 30000 Ipoh, Perak Darul Ridzuan, Malaysia on<br />
Wednesday, 23rd February, 2000 at 12.00 noon for the following purposes:-<br />
1. To receive and consider the accounts for the year ended 30th September, 1999 and the Directors’ and<br />
Auditors’ reports thereon. [Resolution 1]<br />
2. To sanction the payment of a final dividend of 9 sen per share less 28% Malaysian Income Tax and a<br />
special dividend of 5 sen per share less 28% Malaysian Income Tax. [Resolution 2]<br />
3. To re-elect the following Directors:-<br />
(i) Dato’ Lee Oi Hian [Resolution 3]<br />
(ii) YM Dato’ Tengku Robert Hamzah [Resolution 4]<br />
(iii) Datuk Abdul Rahman bin Mohd. Ramli [Resolution 5]<br />
4. To consider and, if thought fit, pass a resolution pursuant to Section 129(6) of the Companies Act, 1965 to<br />
re-appoint the following as Directors of the Company and to hold office until the next Annual General<br />
Meeting of the Company:-<br />
(i) Yeoh Chin Hin [Resolution 6]<br />
(ii) Charles Letts [Resolution 7]<br />
(iii) Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman [Resolution 8]<br />
5. To fix and approve Directors’ fees for the year ended 30th September, 1999 amounting to RM666,000<br />
(1998: RM581,000). [Resolution 9]<br />
6. To appoint Auditors and to authorise the Directors to fix their remuneration. [Resolution 10]<br />
7. As SPECIAL BUSINESS, to consider and, if thought fit, pass the following as an Ordinary Resolution :-<br />
[Resolution 11]<br />
PROPOSED AUTHORITY TO BUY BACK ITS OWN SHARES BY THE COMPANY<br />
THAT authority be given to the Directors for the Company to buy back such amount of ordinary shares of<br />
RM1.00 each in the Company (“Authority to Buy Back Shares”) as may be determined by the Directors<br />
from time to time through the Kuala Lumpur Stock Exchange upon such terms and conditions as the<br />
Directors may deem fit and expedient in the best interests of the Company provided that the aggregate<br />
number of shares purchased pursuant to this resolution does not exceed 2.8% of the total issued and<br />
paid-up share capital of the Company (equivalent to 20,000,000 shares in the Company based on its<br />
current issued and paid-up share capital [excluding treasury shares] of 710,177,128 shares of RM1.00 each<br />
as at 10th December, 1999) and that an amount not exceeding the total retained profits of the Company<br />
be allocated for the Authority to Buy Back Shares (the audited retained profits of the Company as at 30th<br />
September, 1999 was RM646 million) AND THAT the Directors may resolve to cancel the shares so<br />
purchased and/or retain the shares so purchased as treasury shares;<br />
AND THAT the Directors be and are hereby empowered to do all such acts and things to give full effect to<br />
the Authority to Buy Back Shares with full powers to assent to any conditions, modifications, revaluations,<br />
variations and/or amendments (if any) as may be imposed by the relevant authorities AND THAT such<br />
authority shall commence upon passing of this ordinary resolution and will expire at the conclusion of the<br />
next Annual General Meeting (“AGM”) of the Company following the passing of this ordinary resolution or<br />
the expiry of the period within which the next AGM is required by law to be held (unless earlier revoked or<br />
varied by ordinary resolution of the shareholders of the Company in general meeting) but not so as to<br />
prejudice the completion of a purchase by the Company before the aforesaid expiry date and, in any event,<br />
in accordance with the provisions of the guidelines issued by the Kuala Lumpur Stock Exchange or any<br />
other relevant authority.<br />
4
Notice of Meeting (Continued)<br />
8. To transact any other ordinary business of the Company.<br />
Ipoh, Perak Darul Ridzuan,<br />
Malaysia.<br />
7th January, 2000.<br />
Notes<br />
<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(INCORPORATED IN MALAYSIA)<br />
By Order of the Board<br />
J. C. LIM<br />
FAN CHEE KUM<br />
Company Secretaries<br />
(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than<br />
two proxies to vote in his stead. A proxy need not be a member of the Company.<br />
(2) The instrument appointing a proxy must be deposited at the registered office of the Company not less than<br />
48 hours before the time set for the meeting.<br />
(3) The final and special dividends, if approved, will be paid on 20th March, 2000 to all shareholders on the<br />
Register of Members as at 24th February, 2000.<br />
A Depositor with the Malaysian Central Depository shall qualify for entitlement to the dividends only in<br />
respect of:-<br />
(i) Shares deposited into the Depositor’s securities account before 12.30 p.m. on 22nd February, 2000<br />
in respect of shares which are exempted from Mandatory Deposit;<br />
(ii) Shares transferred into the Depositor’s securities account before 12.30 p.m. on 24th February, 2000<br />
in respect of ordinary transfers; and<br />
(iii) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the<br />
Rules of the Kuala Lumpur Stock Exchange.<br />
Registrable transfers received by the Company’s Branch Registrar in United Kingdom on or before 24th<br />
February, 2000 will be registered for entitlements to the dividend payments.<br />
(4) For Resolution 11, further information on the Share Buy Back is set out in the Circular to Shareholders of<br />
the Company dated 7th January, 2000 which is despatched together with the Company’s 1999 Report and<br />
Accounts.<br />
(A proxy form is enclosed with this Report and Accounts).<br />
5
Corporate Calendar<br />
His Excellency, the Ambassador of the People’s Republic of China<br />
to Malaysia at the KDC Complex<br />
25th November, 1998<br />
The Group announced the<br />
incorporation of a new subsidiary,<br />
namely, Crabtree & Evelyn (Hong<br />
Kong) Limited for its retailing<br />
operations of Crabtree & Evelyn<br />
products in Hong Kong.<br />
27th November, 1998<br />
His Excellency, Mr Liu Tong Kiao,<br />
the Chinese Ambassador to<br />
Malaysia and entourage together<br />
with the President of the Tawau<br />
Chinese Chamber of Commerce,<br />
Datuk Kho Choon Seng, paid a<br />
familiarisation visit to the<br />
Kulumpang Development<br />
Corporation Complex in Sabah.<br />
4th December, 1998<br />
The Group completed the<br />
acquisition of 25% and 10%<br />
ordinary shareholding in KL-Kepong<br />
Cocoa Products Sdn Bhd from Batu<br />
Kawan Berhad and Taiko<br />
Management Sdn Bhd respectively<br />
for a total cash consideration of<br />
RM11,550,000 and 100% ordinary<br />
shareholding in B.K.B. Hevea<br />
Products Sdn Bhd from Batu<br />
Kawan Berhad for cash<br />
consideration of RM24,000,000.<br />
10th December, 1998<br />
Announcement of annual results of<br />
the Group for the year ended 30th<br />
September, 1998.<br />
Mohd. Ridza bin Yahya was<br />
appointed as an alternate director<br />
to Dato’ Mohd. Hilmey bin Mohd.<br />
Taib, replacing Sharifatul Hanizah<br />
binti Said Ali who resigned on 17th<br />
November, 1998.<br />
12th December, 1998<br />
The Group entered into a Joint-<br />
Venture Agreement with Zuellig<br />
Classics Marketing Corporation in<br />
the Philippines for the marketing of<br />
Crabtree & Evelyn products in that<br />
country.<br />
C & E 1st<br />
Asia-Pacific<br />
Workshop,<br />
Paradise<br />
Sandy Bay,<br />
Penang<br />
2nd January, 1999<br />
Commencement of earthworks at<br />
the 40 tn/hr Pinang Palm Oil Mill in<br />
Semporna, Sabah.<br />
3rd February, 1999<br />
The Company’s 26th Annual<br />
General Meeting was held at its<br />
Corporate Head Office, Wisma<br />
Taiko, Ipoh.<br />
12th February, 1999<br />
KLK’s subsidiary,<br />
Masif Healthcare<br />
Products Sdn Bhd<br />
was awarded the<br />
Certificate of<br />
Accreditation for<br />
the production of<br />
Powdered<br />
Standard<br />
Malaysian Glove<br />
and Powder-free Standard<br />
Malaysian Glove.<br />
2nd March, 1999<br />
Payment of a final dividend of 9 sen<br />
per share, less 28% income tax and<br />
a special dividend of 10 sen per<br />
share, less 28% income tax for the<br />
financial year ended 30th<br />
September, 1998.<br />
23rd April, 1999<br />
The annual Assistant Managers’<br />
Conference (Plantations) was held<br />
at Heritage Hotel, Ipoh.<br />
25th May, 1999<br />
Announcement of interim results<br />
for half year ended 31st March,<br />
1999.<br />
9th to 13th June, 1999<br />
KLK participated in the Minggu<br />
Pelaburan Bersama PNB organised<br />
by Permodalan Nasional Berhad,<br />
held at the Putra World Trade<br />
Centre, Kuala Lumpur.
Managers’<br />
Conference,<br />
Penang<br />
23rd to 26th June, 1999<br />
Crabtree & Evelyn 1st Asia-Pacific<br />
Workshop was held at Paradise<br />
Sandy Bay, Penang.<br />
28th June, 1999<br />
KLK’s 55% owned subsidiary,<br />
Voray Holdings Limited, Hong<br />
Kong, disposed of a 30% equity in<br />
Beijing King Voray Edible Oil Co Ltd<br />
(“BKVEO”). On completion of the<br />
transaction, BKVEO became a 25%<br />
associate of the KLK Group.<br />
29th June, 1999<br />
KLK’s Palm Oil Mill at Tanjong<br />
Malim, Perak Darul Ridzuan was<br />
awarded the “Anugerah Industri<br />
Sawit Malaysia Tahun 1998” for<br />
achieving the highest Oil Extraction<br />
Rate in the Wilayah Tengah region.<br />
Minggu Pelaburan Bersama PNB, Putra<br />
World Trade Centre, Kuala Lumpur<br />
Malaysian<br />
Palm Oil<br />
Industries<br />
Award<br />
1998<br />
28th July, 1999<br />
KLK’s subsidiary, B.K.B. Hevea<br />
Products<br />
Sdn Bhd<br />
was<br />
awarded the<br />
MS ISO<br />
9002<br />
certification<br />
for the<br />
manufacture<br />
of 3-layer<br />
parquet.<br />
9th August, 1999<br />
Payment of an interim dividend of 6<br />
sen per share, less 28% income tax<br />
for the financial year ending 30th<br />
September, 1999.<br />
13th August, 1999<br />
Dato’ Mohd. Hilmey bin Mohd. Taib<br />
and Mohd. Ridza bin Yahya<br />
resigned as Director and Alternate<br />
Director respectively.<br />
11th September, 1999<br />
The Managers’ Conference<br />
(Plantations) was held at the Hotel<br />
Equatorial, Penang.<br />
Datuk Abdul Rahman bin Mohd.<br />
Ramli was appointed as Director of<br />
KLK and Member of the Audit<br />
Committee.<br />
Mr Lee Soon Hian was appointed<br />
as an Executive Director of KLK.<br />
30th September, 1999<br />
Successful commissioning of 80<br />
tn/hr SWP Palm Oil Mill, Belitung,<br />
Indonesia.<br />
SWP Palm Oil Mill, Belitung, Indonesia
Group Highlights<br />
<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(INCORPORATED IN MALAYSIA)<br />
Financial 1999 1998<br />
Turnover - RM’000 2,404,255 2,334,725<br />
Profit:before<br />
taxation - RM’000 399,326 367,943<br />
after taxation and minority shareholders’ interest - RM’000 370,406 273,964<br />
Earnings per share:before<br />
taxation - sen 56.2 51.6<br />
after taxation - sen 52.1 38.4<br />
Dividend per share:gross<br />
- sen 20.0 25.0<br />
net - sen 14.4 18.0<br />
Net tangible asset - RM’000 3,180,103 2,931,558<br />
Net tangible asset per share - RM 4.48 4.11<br />
Production<br />
Fresh Fruit Bunches - tonnes 1,271,165 1,128,694<br />
Rubber - ‘000 kgs 26,900 25,301<br />
Cocoa - ‘000 kgs 2,230 2,092<br />
8
Chairman’s Review<br />
<strong>KUALA</strong> <strong>LUMPUR</strong> <strong>KEPONG</strong> <strong>BERHAD</strong><br />
(INCORPORATED IN MALAYSIA)<br />
It gives me great pleasure to present on behalf of the Board, the Annual Report of the KLK<br />
Group for the financial year ended 30 September, 1999.<br />
For the year under review your Group achieved a profit before tax of RM399.33 million,<br />
which exceeds last year’s figure of RM367.94 million by RM31.39 million or 8.5%.<br />
However, profit after tax and minority shareholders’ interests rose by an even bigger margin<br />
of 35.2% from RM273.96 million to RM370.41 million. This is on account of the<br />
Government’s one-off tax waiver on operating profits for fiscal year 1999. As a result,<br />
earnings per share increased substantially from 38.4 sen to 52.1 sen.<br />
The bulk of the Group’s profit are derived from its core business of plantations, principally<br />
that of the oil palms sector. Results from our resource-based manufacturing subsidiaries<br />
were mixed, but as a whole this sector managed a significant turnaround. The retailing<br />
sector however, performed below expectations.<br />
Your Board has recommended a final dividend payment of 9 sen per share less tax, plus a<br />
special dividend of 5 sen per share less tax, which when added to the interim dividend of 6<br />
sen per share paid earlier will make up a total of 20 sen per share for the year. As a<br />
comparison, last year’s total dividends amounted to 25 sen per share and in terms of<br />
absolute quantum this year’s dividend payment will amount to RM102.27 million as against<br />
last year’s RM128.27 million.<br />
PLANTATIONS<br />
Plantation profit reached a record high of RM301.33 million, exceeding last year’s result of<br />
RM287.74 million by RM13.59 million or 4.7%. Oil palms remained by far the single largest<br />
profit generator in line with past years’ pattern, contributing in this instance 98.8% of the<br />
total plantation profit, whilst the other two crops, rubber and cocoa saw their roles<br />
diminishing further, as they are being progressively replaced with oil palms.<br />
Although the year’s average price of crude palm oil (CPO) realised at RM1,711 per tonne<br />
may not seem to be that significantly lower than last year’s figure of RM1,847 per tonne, it<br />
however, belies the fact that there was a sharp plunge in the price level from over RM2,500<br />
per tonne achieved at the beginning of the year to an intra-year low of below RM1,000 per<br />
tonne before recovering to the current level of around RM1,200 per tonne, at which it<br />
appears to have found support. Nevertheless, the increase in FFB production by 12.6% to<br />
9
Plantation Activities<br />
Young plantings at PT ADEI, Indonesia<br />
Newly matured oil palms in Ladang Paloh<br />
Tissue-cultured oil palms<br />
Oil palm nursery at PT ADEI, Indonesia