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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

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