LUSTER INDUSTRIES BHD - Announcements - Bursa Malaysia
LUSTER INDUSTRIES BHD - Announcements - Bursa Malaysia
LUSTER INDUSTRIES BHD - Announcements - Bursa Malaysia
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<strong>LUSTER</strong> <strong>INDUSTRIES</strong> <strong>BHD</strong><br />
156148-P<br />
ANNUAL REPORT 2004
Contents<br />
2<br />
3<br />
4<br />
7<br />
12<br />
13<br />
17<br />
19<br />
20<br />
22<br />
23<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
35<br />
36<br />
37<br />
38<br />
40<br />
65<br />
67<br />
69<br />
71<br />
73<br />
Corporate Information<br />
Group Structure<br />
Chairman’s Statement<br />
Directors’ Profile<br />
Financial Highlights<br />
Statement On Corporate Governance<br />
Statement On Internal Control<br />
Audit Committee Report<br />
Terms Of Reference<br />
Other Information<br />
Directors’ Report<br />
Statement By Directors And Statutory Declaration<br />
Report Of The Auditors To The Member<br />
Consolidated Balance Sheet<br />
Consolidated Income Statement<br />
Consolidated Statement Of Changes In Equity<br />
Consolidated Cash Flow Statement<br />
Balance Sheet<br />
Income Statement<br />
Statement Of Changes In Equity<br />
Cash Flow Statement<br />
Notes To The Financial Statements<br />
List Of Properties<br />
Analysis Of Shareholdings<br />
Notice of Annual General Meeting<br />
Statement Accompanying Notice of Annual General Meeting<br />
Proxy Form
02<br />
BOARD OF DIRECTORS<br />
CORPORATE INFORMATION<br />
Encik Abdul Gafoor @ Abdul Gafoor Khan Executive Chairman<br />
Mr. Lim See Chea Managing Director<br />
Mr. Lim See Hua Deputy Managing Director<br />
Mr. Chiang Chong Kooi Executive Director<br />
Mr. Hang Kok Long Executive Director<br />
Mr. Fong Swee Hin Executive Director<br />
Tunku Dato' Dr Ismail Bin Tunku Mohammad Jewa Independent Non-Executive Director<br />
Tengku Sepachendra Tengku Abdul Rashid Independent Non-Executive Director<br />
Mr. Chatar Singh A/L Santa Singh Independent Non-Executive Director<br />
AUDIT COMMITTEE<br />
Tengku Sepachendra Tengku Abdul Rashid Chairman<br />
Tunku Dato' Dr Ismail Bin Tunku Mohammad Jewa Member<br />
Mr. Chatar Singh A/L Santa Singh Member<br />
Mr. Fong Swee Hin Member<br />
COMPANY SECRETARY<br />
Lam Voon Kean (MIA 4793)<br />
BUSINESS OFFICE<br />
Lot 58 & 59, Bakar Arang Industrial Estate<br />
08000 Sungai Petani,<br />
KEDAH<br />
REGISTERED OFFICE<br />
Suite 2-01, 2 nd Floor<br />
Menara Penang Garden<br />
42A, Jln Sultan Ahmad Shah<br />
10050 PENANG<br />
Tel : 04-229 4390<br />
Fax : 04-226 5860<br />
SHARE REGISTRAR<br />
AGRITEUM Share Registration Services Sdn Bhd<br />
(578473-T)<br />
2nd Floor, Wisma Penang Garden<br />
42, Jalan Sultan Ahmad Shah<br />
10050 PENANG<br />
Tel : 04-228 2321<br />
Fax : 04-227 2391<br />
AUDITORS<br />
KPMG (Firm No. AF 0758)<br />
Chartered Accountants<br />
1 st Floor, Wisma Penang Garden<br />
42, Jalan Sultan Ahmad Shah<br />
10050 PENANG<br />
PRINCIPAL BANKERS<br />
Public Bank Berhad (6463-H)<br />
Bumiputra-Commerce Bank Bhd (134941-P)<br />
United Overseas Bank (<strong>Malaysia</strong>) Bhd (271809-K)<br />
RHB Bank Berhad (6171-M)<br />
Malayan Banking Berhad (3813-K)<br />
STOCK EXCHANGE<br />
<strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad (30632-P)<br />
Main Board
<strong>LUSTER</strong><br />
<strong>INDUSTRIES</strong><br />
BERHAD<br />
(156148-P)<br />
100%<br />
100%<br />
100%<br />
51%<br />
100%<br />
100%<br />
51%<br />
51%<br />
100%<br />
80%<br />
<strong>LUSTER</strong><br />
MANUFACTURING<br />
SDN <strong>BHD</strong><br />
(185405-D)<br />
<strong>LUSTER</strong> PRECISION<br />
ENGINEERING SDN <strong>BHD</strong><br />
(243754-V)<br />
<strong>LUSTER</strong><br />
PLASTIC <strong>INDUSTRIES</strong><br />
SDN <strong>BHD</strong><br />
(245695-U)<br />
<strong>LUSTER</strong><br />
CHI WO SDN <strong>BHD</strong><br />
(401840-P)<br />
DEMAND<br />
PORTFOLIO SDN <strong>BHD</strong><br />
(446311-P)<br />
<strong>LUSTER</strong><br />
ELECTRONICS (M)<br />
SDN <strong>BHD</strong><br />
(520661-U)<br />
PT <strong>LUSTER</strong><br />
INDONESIA<br />
49%<br />
<strong>LUSTER</strong><br />
NAKAZAWA R&D<br />
SDN <strong>BHD</strong><br />
(476771-X)<br />
MATURE STEP<br />
INTERNATIONAL LIMITED<br />
(610400)<br />
MCTRONIC<br />
<strong>INDUSTRIES</strong> SDN <strong>BHD</strong><br />
(510557-M)<br />
100%<br />
70%<br />
100%<br />
100%<br />
GROUP STRUCTURE<br />
MILLENNIUM<br />
ENVIRONMENT<br />
(ASIA PACIFIC) PTE LTD<br />
(200501655W)<br />
<strong>LUSTER</strong> SEWEON<br />
SDN <strong>BHD</strong><br />
(628869-X)<br />
LINPOWER RESOURCES<br />
SDN <strong>BHD</strong><br />
(273055-K)<br />
MCTRONIC PLASTIC<br />
SDN <strong>BHD</strong><br />
(678388-P)<br />
100%<br />
03<br />
MEA ENVIRONMENT<br />
(ASIA PACIFIC)<br />
PTE LTD<br />
(200502269M)
04<br />
Financial Review<br />
CHAIRMAN’S STATEMENT<br />
In year 2004, the Group recorded a profit after tax and<br />
minority interest of RM1.07 million on a revenue of<br />
RM130.992 million compared to RM12.17 million on a<br />
revenue of RM145.19 million in year 2003. There were<br />
three factors that contributed to the lower profit after tax<br />
and minority interest:<br />
Steep petrol price hike in 2004 affected the cost structure<br />
of the audio-visual products. Audio-visual customers<br />
resorted to lowering the value add of audio-visual<br />
products to commensurate with the generation of sales<br />
to their world wide market.<br />
Within the context of the Group diversification exercise,<br />
Luster has re-structured its operation to reserve its<br />
capacity and resources for the new ventures and projects<br />
which are expected generate revenue in 2005. Operating<br />
expenses incurred during the year for these new ventures<br />
and projects were consolidated into the financial<br />
performance under review.<br />
Dear Shareholders,<br />
On behalf of the Board of Directors<br />
of Luster Industries Berhad ("LIB"),<br />
I have pleasure in presenting to<br />
you the Annual Report and the<br />
Audited Financial Statements of<br />
the Company and of its group of<br />
companies for the year ended 31<br />
December 2004.<br />
The foreign exchange loss of approximately RM1.33<br />
million resulting from the translation of accounts in PT.<br />
Luster Indonesia has also contributed to the decrease<br />
in the financial performance for the year.<br />
With its innovative and sound operational management,<br />
the Group is able to maintain its leadership position as<br />
a one-stop manufacturing solution in the market. The<br />
Group has also put in place strategies to move forward<br />
with its new ventures and projects which will generate<br />
new flow of income and profitability.<br />
Dividend<br />
The board of directors put forth a final dividend of 1%<br />
less 28% tax for the financial year ended 31 December<br />
2004.
Corporate Events Review<br />
Joint Venture with Seweon Elec Mach Ind Co. Ltd<br />
(Korea)<br />
On 12 March 2004, Luster Precision Engineering Sdn<br />
Bhd, a wholly owned subsidiary of LIB, entered into a<br />
joint venture agreement with Seweon Elec Mach Ind Co<br />
Ltd to incorporate a joint venture company, Luster Seweon<br />
Sdn Bhd ("LSSB"). The principal activity of LSSB is<br />
designing, developing, and manufacturing of mechanical<br />
timers, select switches and synchronous motors for<br />
household electrical appliances. It is part of the Group's<br />
strategy to become an Original Design Manufacturer<br />
(ODM).<br />
High Tonnage Injection Moulding Machines<br />
Investment<br />
During the year ended 2004, Luster Plastic Industries<br />
Sdn Bhd ("LPI"), a wholly owned subsidiary of LIB, has<br />
invested approximately RM15 million into high tonnage<br />
injection moulding machines, land and buildings. The<br />
purpose of the investment is for the Group to penetrate<br />
into the automotive and waste management industry.<br />
The Board Of Director expects the investment to generate<br />
high value added activity and contribute positively to the<br />
Group's result in second half of year 2005.<br />
Set Up Subsidiaries In Singapore<br />
In February 2005, Luster Manufacturing Sdn Bhd, a<br />
wholly owned subsidiary of LIB, incorporated 2<br />
subsidiaries in Singapore, Millennium Environment (Asia<br />
Pacific) Pte Ltd ("MEPL") and MEA Environment (Asia<br />
Pacific) Pte Ltd ("MEA"). MEA is the 100% subsidiary<br />
of MEPL. The principal activity of MEPL is investment<br />
holding whereas the core business of MEA is environment<br />
solution provider which focuses on manufacture and<br />
distribution of mobile garbage bins, medical sharp boxes,<br />
waste equipment and design of environment infrastructure<br />
facilities. MEA has successfully penetrated into the<br />
market of Kuwait, Australia and the Asia Pacific Region.<br />
CHAIRMAN’S STATEMENT (Cont’d)<br />
Acquisition of Mctronic Industries Sdn Bhd. and<br />
Mctronic Plastic Sdn Bhd (Johore)<br />
On 27 January 2005, LIB had acquired an 80% owned<br />
subsidiary, Mctronic Industries Sdn Bhd ("MISB"), a<br />
company based in Johore, <strong>Malaysia</strong>. The principal activity<br />
of MISB is dealing in electronic products assembly. On<br />
6 April 2005, MISB acquired a wholly owned subsidiary<br />
Mctronic Plastic Sdn Bhd ("MPSB"). The intended<br />
principal activity of MPSB is manufacturing and dealing<br />
in plastic products. The above acquisitions are for LIB<br />
future expansion into manufacturing and dealing in plastic<br />
products in the Southern Region of Peninsular <strong>Malaysia</strong>.<br />
Future Development and Challenges<br />
The Board of Directors adopted an aggressive approach<br />
towards the future of the Group in 2005. The Group<br />
remains focused on its core competencies but has timed<br />
and implemented steps to extend its reach to new markets<br />
to enhance its profitability. Despite the high petrol and<br />
material price, the Group maintains the ability to ally to<br />
new markets. The Board has made inroads to the<br />
following markets:<br />
Waste Industry<br />
LPI signed an agreement with Otto Waste Pte Ltd (wholly<br />
owned subsidiary of Otto Germany) on 15 Oct 2004 as<br />
the sole manufacturer for the mobile garbage bins for a<br />
period of 5 years with an option to extend for a further<br />
5 years. Otto guarantees a minimum revenue of RM10<br />
million per annum for the period of the agreement. The<br />
market covers the entire Asia Pacific region. The<br />
investment in high tonnage machines was made in view<br />
of this agreement. This investment provided the Group<br />
with a platform to penetrate into the automobile market<br />
as well as washing machine market in the Northern<br />
Region. The Board extended the business scope in the<br />
waste industry by incorporating MEPL and MEA in<br />
February 2005 to have distribution rights for mobile<br />
garbage bins, medical sharp boxes, waste equipments<br />
and to provide consultancy for the construction of<br />
environment infrastructure facilities.<br />
The waste industry is an infant market in Asia Pacific<br />
compared to Europe and the United States. The business<br />
arrangement with Otto allows the Group to tap into an<br />
established networking system in the Middle East,<br />
Australia and elsewhere to penetrate into the waste<br />
market in the shortest possible time. The Group expects<br />
the investment in LPI to contribute positively in 2005.<br />
05
06<br />
CHAIRMAN’S STATEMENT (Cont’d)<br />
Household and Office Equipment Products<br />
The joint venture company, LSSB, is the sole supplier<br />
of mechanical timers, for Daewoo Korea. The entire<br />
Research and Development technology of Seweon Elec<br />
Mach Ind Co Ltd has relocated to Sungai Petani under<br />
LSSB. LSSB will be supplying to Daewoo Korea and<br />
Daewoo Sungai Petani in 2005. LSSB intends to expand<br />
its market to Thailand to other renowned Multinational<br />
Companies. The Group expects LSSB to generate<br />
revenue in 2005.<br />
Following the acquisition of MISB, the Group has<br />
expanded the principal activities to include the<br />
manufacturing of plastic products through MPSB. The<br />
strategy is to create a one-stop solution provider for<br />
customers in Southern Region of <strong>Malaysia</strong>. The Group<br />
expects MPSB to commence full operation by the second<br />
half of 2005.<br />
Automotive Industry<br />
The establishment of Naza (an automobile manufacturer)<br />
in Gurun has made automotive industry a strategic<br />
market for the Group. The Group is qualified as the 1st<br />
tier supplier for Naza and is in a position to capture the<br />
growing demand for automotive parts in the Northern<br />
region. The investment in high tonnage plastic injection<br />
moulding machine provides the Group a competitive<br />
advantage over other manufacturers in the North. The<br />
automotive business is expected to generate revenue<br />
for the Group in 2005.<br />
Other activities<br />
The Group is planning and conducting feasibility studies<br />
to expand its contract manufacturing customers and new<br />
products for 2005 onwards. These measures are part<br />
of the Board strategies to diversify the revenue streams<br />
of the Group<br />
In Recognition<br />
On behalf of the Board of Directors, I express my sincere<br />
gratitude to each and every employee of Luster Group<br />
for their unwavering commitment and support. To all<br />
shareholders, I am sincerely grateful for your confidence<br />
in LIB. I also extend my appreciation to our valued<br />
customers, business associates, suppliers and regulatory<br />
bodies. And to my fellow board members for their efforts<br />
in helping to guide the Group through another challenging<br />
year - Thank you<br />
Abdul Gafoor Khan<br />
Executive Chairman.
DIRECTORS’ PROFILE<br />
Encik Abdul Gafoor Khan, aged 66, was<br />
appointed to the Board of Luster Industries Berhad<br />
(“LIB”) as Executive Chairman on 23 April 2003. He is<br />
the Organisation Development Executive Committee<br />
Member of LIB where he is responsible for Organisation<br />
Development.<br />
Encik Abdul Gafoor graduated with Bachelor of Arts<br />
degree from University of Singapore and obtained<br />
Certificate of Education from University of Birmingham,<br />
United Kingdom. His past working experience include<br />
15 years of involvement in the areas of organisation<br />
development and human resource management. He<br />
began his career as school teacher in 1960 and left<br />
teaching profession to join the Armed Forces as Captain<br />
in 1970. In 1973 he joined ESSO Sdn. Bhd. as<br />
Coordinator/Operation Analyst. In 1978, he left ESSO<br />
Sdn. Bhd. to join Beecham Sdn. Bhd. as Human<br />
Resource Manager until 1984. He was Human Resource<br />
Manager with Bank Rakyat from 1984 until 1987 where<br />
he joined R. J. Reynolds as Human Resource Manager<br />
and subsequently promoted to Human Resource Director<br />
in 1989. In 1992, he left R. J. Reynolds to join Titan<br />
group as Human Resource Director until 1994. Since<br />
1994, he was involved in consultancy jobs and at the<br />
same time holding the position as General Manager with<br />
Islamic University responsible to set-up the Management<br />
Centre. He was also the Human Resource Consultant<br />
with Habib Jewels in 1997. His involvement in plastic<br />
injection moulding industry began in 1999 when he<br />
joined Luster Group as Organisation Development<br />
Consultant.<br />
He does not have any family relationship with any other<br />
directors and/or major shareholders of the Company<br />
and has no conflict of interest with the Company . He<br />
has not been convicted of any offence in the past ten<br />
(10) years other than traffic offence, if any.<br />
07
08<br />
DIRECTORS’ PROFILE (Cont’d)<br />
Mr. Lim See Chea, aged 49 is the founder and<br />
Managing Director of Luster. He completed his secondary<br />
education in 1974. He was appointed to the Board of<br />
Luster on 19 September 1986. Subsequently, he was<br />
appointed as the Managing Director on 18 October 2002.<br />
His involvement in the plastic injection moulding industry<br />
began in 1979 when he joined Sonico Industries as a<br />
Supervisor. In 1984, he went into a partnership to establish<br />
Unicorn Industries. He left the partnership in 1985 to form<br />
Malathaico Sdn. Bhd. where he was appointed as<br />
Operations Director. In 1986, he left Malathaico to establish<br />
Luster until now. As the founder, he has been the driving<br />
force behind the development, growth and expansion of<br />
the Luster Group. His extensive experience in the plastic<br />
injection moulding industry as a result of more than 20<br />
years of experience in the industry has been instrumental<br />
in the success of Luster Group.<br />
He is currently responsible for the overall strategic direction<br />
and management of Luster Group.<br />
Mr Lim See Chea is the brother of Mr Lim See Hua. He<br />
has no conflict of interest with the Company . He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.<br />
Mr. Lim See Hua, aged 56, was appointed to the<br />
Board of Luster as an Executive Director on 15 May 1996,<br />
and subsequently appointed as Deputy Managing Director<br />
on 31 May 2004.<br />
He graduated from the Technical Teachers Training<br />
College, KL in 1970. He was a teacher in Sekolah Sri<br />
Perhentian in Johor before he joined Luster to take up<br />
the position of Factory Manager in 1992 and subsequently<br />
assumed the role of a Director.<br />
Mr. Lim is a member of ESOS Committee.<br />
Mr Lim See Hua is the brother of Mr Lim See Chea. He<br />
does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and<br />
has no conflict of interest with the Company . He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.
Mr. Chiang Chong Kooi, aged 50, is the cofounder<br />
of Luster Group. He completed his secondary<br />
education in 1973. He was appointed to the Board of<br />
Luster as an Executive Director on 19 September 1986.<br />
In 1986, he joined Mr. Lim See Chea, the managing<br />
director to set up Luster Industries Sdn Bhd. As the cofounder,<br />
he has been instrumental in ensuring that the<br />
technical aspects of the operations of Luster Group run<br />
efficiently and effectively.<br />
Mr. Chiang is the Chairman of ESOS Committee.<br />
He does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and<br />
has no conflict of interest with the Company . He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.<br />
DIRECTORS’ PROFILE (Cont’d)<br />
09<br />
Mr. Hang Kok Long, aged 46, was appointed to<br />
the Board of Luster as an Executive Director on 15 May<br />
1996.<br />
He was a finalist of Chartered Institute of Management<br />
Accountant, UK in 1982. His involvement in plastic injection<br />
moulding began when he joined Man Yau in 1986. In<br />
1988, he left and joined Cherry Sweet Sdn. Bhd. as<br />
Finance and Administration Manager. Subsequently, in<br />
1989, he took up the position of Accountant with Luster.<br />
He was later promoted to General Manager in 1992 and<br />
was appointed as Director of Luster in 1996.<br />
Mr. Hang is a member of ESOS Committee.<br />
He does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and<br />
has no conflict of interest with the Company . He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.
10<br />
DIRECTORS’ PROFILE (Cont’d)<br />
Mr. Fong Swee Hin, aged 39, was appointed to the<br />
Board of Luster as an Executive Director on 27 January<br />
2003.<br />
Prior to his appointment as an Executive Director, he was<br />
the Corporate Planner of Luster. He obtained his Bachelor<br />
of Commerce degree majoring in Accounting from Newcastle<br />
University in Australia in 1988. In 1989, he went on further<br />
to obtain a postgraduate Diploma in Taxation from Monash<br />
University in Australia. He brings with him a diverse range<br />
of experiences in the field of finance, accounting, taxation,<br />
corporate finance and corporate planning.<br />
Upon graduation, he began his career in 1989 as Tax Officer<br />
in Australia Taxation Office. In 1991, he joined<br />
Pricewaterhouse (currently known as Pricewaterhouse<br />
Cooper) in the capacity of Associate Consultant. He left in<br />
1994 to join Perdana Merchant Bank Berhad in Corporate<br />
Finance Division as Assistant Vice President. Subsequently<br />
in 1996, he joined Man Yau Holdings Bhd and assumed the<br />
role of Corporate Planning Manager before assuming his<br />
current position with Luster Industries Bhd.<br />
He is a member of ASCPA (Australian Society of Certified<br />
Practicing Accountants). He is a member of ESOS Committee<br />
and Audit Committee.<br />
He does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and<br />
has no conflict of interest with the Company. He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.<br />
Tunku Dato’ Dr. Ismail Bin Tunku<br />
Mohammad Jewa, aged 67, was appointed to the<br />
Board of Luster as an Independent Non-Executive Director<br />
on 23 April 2003. He obtained his Doctoral Degree from<br />
the University of Malaya in 1979 and was a Post-Doctoral<br />
Special Auditor at Harvard University in 1984.<br />
He was trained as a teacher at Brinsford Lodge,<br />
Wolverhamton, England and on graduation in 1961 he<br />
worked as a teacher in Kedah and later as Senior Assistant<br />
and Principal of Sekolah Abdullah Munshi in Penang. In<br />
1973, he joined University Sains <strong>Malaysia</strong> as a lecturer<br />
and subsequently was appointed Dean and Professor of<br />
education until 1995 when he resigned to join the private<br />
sector. In 1997 he was appointed Chairman of P.I.E<br />
Industrial Berhad and currently he is also an Independent<br />
Non-Executive Director of Oriental Holdings Berhad and<br />
CAB Cakaran Corporation Berhad.<br />
Tunku Dato' Dr. Ismail is a member of the Audit Committee.<br />
He does not have any family relationship with any other<br />
directors and/ or major shareholders of the company and<br />
has no conflict of interest with the Company. He has not<br />
been convicted of any offence in the past ten (10) years<br />
other than traffic offence, if any.
Tengku Sepachendra Tengku Abdul<br />
Rashid, aged 36, was appointed as an Independent<br />
Non Executive Director of Luster on 23 April 2003.<br />
She graduated with B.Sc (Hons) in Accounting and Master<br />
of Business Administration (Financial Management) from<br />
University of Hull, United Kingdom in 1992 and 1993<br />
respectively.<br />
Upon graduation, she began her career as an Officer in<br />
Corporate Finance Department of AmMerchant Bank<br />
Berhad and was subsequently promoted to Assistant<br />
Manager. In 1996, she left AmMerchant Bank Berhad to<br />
join Permodalan RISDA Berhad as the Corporate Planning<br />
Manager. From 1998 to 2002, she was the advisor to the<br />
Directors and management of Berkat Indah Sdn. Bhd.<br />
and its group companies.<br />
Tengku Sepachendra is the chairman of Audit Committee.<br />
She does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and<br />
has no conflict of interest with the Company. She has<br />
not been convicted of any offence in the past ten (10)<br />
years other than traffic offence, if any.<br />
DIRECTORS’ PROFILE (Cont’d)<br />
11<br />
Chatar Singh, aged 53, was appointed as an Independent<br />
Non Executive Director of Luster on 23 April 2003.<br />
He graduated with B.Sc (Hons) degree majoring in Physics<br />
and Chemistry from Universiti Sains <strong>Malaysia</strong>, Penang in<br />
1976 and has more than 25 years of experience in the<br />
electronics manufacturing industry.<br />
He started his career in Sharp-Roxy Corporation (M) Sdn.<br />
Bhd. in Sungai Petani, Kedah and was with the company for<br />
7 years before leaving for LH Research, an American switching<br />
power supply company based in Prai, Penang. He was with<br />
LH Research for a total of 9 years and was responsible for<br />
managing the factories in the Caribbean (Puerto Rico and<br />
Doninican Republic) for approximately 3 years. In 1992, he<br />
joined Dai-Ichi Industries Berhad (“Dai-Ichi”) as General<br />
Manager and was later appointed as a Director when the<br />
company was listed on the Second Board of KLSE. He<br />
resigned from the Board of Dai-Ichi in 1999. In 1994, he was<br />
the Managing Director of SMT Technologies Sdn. Bhd., a<br />
company involved in the electronics contract manufacturing<br />
using surface mount technology. He left SMT Technologies<br />
Sdn Bhd in 1999. Thereafter, he was with PCA Mahlin<br />
Technology, a company involved in making actuators for the<br />
hard drive industry from 2000 to 2002 as the Managing<br />
Director. In 2001, he was also appointed as the Managing<br />
Director of QB Technology Sdn. Bhd, a company involved in<br />
making precision coil windings for the electronics industry.<br />
On 26 November 2004,Mr. Chatar Singh was appointed<br />
Executive Chairman of MQ Technology Berhad, an investment<br />
holding company with subsidiaries involved in the precision<br />
engineering and precision coil manufacturing business for<br />
the hard disk drive and semiconductor industries. MQ<br />
Technology Berhad was listed on MESDAQ on 26 January<br />
2005.<br />
Mr. Chatar Singh is a member of Audit Committee.<br />
He does not have any family relationship with any other<br />
directors and/or major shareholders of the Company and has<br />
no conflict of interest with the Company . He has not been<br />
convicted of any offence in the past ten (10) years other than<br />
traffic offence, if any.
12<br />
Five Year's Financial Highlights<br />
FINANCIAL HIGHLIGHTS<br />
Turnover<br />
Profit Before Tax<br />
Profit After Tax<br />
Minority Interests<br />
Profit After Tax and Minority Interests<br />
No. of Shares in Issue at Year End<br />
Basic Earnings Per Share (RM)<br />
RM’000<br />
RM’000<br />
RM<br />
180,000<br />
160,000<br />
140,000<br />
120,000<br />
100,000<br />
80,000<br />
60,000<br />
40,000<br />
20,000<br />
-<br />
14,000<br />
12,000<br />
10,000<br />
8,000<br />
6,000<br />
4,000<br />
2,000<br />
-<br />
0.25<br />
0.20<br />
0.15<br />
0.10<br />
0.05<br />
-<br />
Proforma*<br />
Proforma*<br />
Proforma*<br />
2000 2001 2002<br />
RM'000 RM'000 RM'000<br />
169,858 170,880 130,619<br />
12,076 13,535 12,505<br />
8,914 9,066 9,919<br />
21<br />
235<br />
160<br />
8,935 9,301 10,079<br />
@ 60,000 @ 60,000 @60,000<br />
0.15<br />
0.16<br />
0.17<br />
169,858<br />
2000 2001 2002<br />
Turnover<br />
2003 2004<br />
8,935<br />
0.15<br />
170,880<br />
9,301<br />
0.16<br />
130,619<br />
10,079<br />
0.17<br />
145,189<br />
12,174<br />
0.23<br />
130,992<br />
1,067<br />
2000 2001 2002 2003 2004<br />
Profit After Tax and Minority Interests<br />
2000 2001 2002 2003<br />
0.02<br />
2004<br />
Basic Earning Per Share (RM)<br />
2003<br />
RM'000<br />
145,189<br />
13,857<br />
12,075<br />
99<br />
12,174<br />
60,627<br />
0.23<br />
2004<br />
RM'000<br />
130,992<br />
381<br />
883<br />
184<br />
1,067<br />
61,023<br />
0.02<br />
* Group result was prepared on proforma basis, assuming that Luster had been in existence throughout the years/ period under review.<br />
@<br />
The number of shares in issue was based on proforma basis, assuming that the issued and paid-up share capital of Luster of 60,000,000<br />
ordinary shares of RM1 each (after acquisitions, bonus issue and public issue/ private placement) has been in issue throughout the years under review.<br />
The net EPS is calculated based on the PAT after MI and on the proforma number of shares in issue as at year-end.<br />
The net EPS is calculated based on the PAT after MI and on weighted average number of shares outstanding during the year.
The Board of Directors (the "Board") is pleased to provide the following statements, which outline the main corporate<br />
governance practices that were in place for the financial year ended 31 December 2004. As the Board fully appreciates<br />
the importance of adopting high standards of corporate governance within the Group, it views corporate governance<br />
as synonymous with three key concepts, namely transparency, accountability and corporate performance. As such,<br />
the Board strives to adopt the substance behind corporate governance prescriptions and not merely the form. The<br />
Board is thus committed to maintain high standards of corporate governance by supporting and implementing the<br />
prescriptions of the Principles and Best Practices set out in Parts 1 and 2 of the <strong>Malaysia</strong>n Code on Corporate<br />
Governance (the "Code") respectively.<br />
PRINCIPLES STATEMENT<br />
The following statement sets out how the Company has applied the Principles in Part 1 of the Code. The Principles<br />
are dealt with under the headings of Board of Directors, Directors' remuneration, Shareholders and Accountability and<br />
audit.<br />
A. Board of Directors<br />
Board duties and responsibilities<br />
The Group acknowledges the pivotal role played by the Board in the stewardship of its direction and operations, and<br />
ultimately the enhancement of long-term shareholder value. To fulfill this role, the Board is responsible for the overall<br />
corporate governance of the Group, including its strategic direction, establishing goals for Management and monitoring<br />
the achievement of these goals.<br />
The Board delegates the overall operations of the Group to the Executive Directors, who have vast experience in the<br />
business of the Group.<br />
Meetings<br />
The Board is scheduled to meet at least four (4) times a year with additional meetings convened when urgent and<br />
important decisions need to be taken in between scheduled meetings. During the financial year, the Board met four<br />
(4) times, where it deliberated upon and considered a variety of matters including the Group's financial results and<br />
risk management. Going forward, the Board will deliberate on major investments and strategic issues concerning the<br />
Group.<br />
The Directors are provided with an agenda on matters requiring their consideration, issued before each meeting.<br />
During the meetings, the Board is briefed by the relevant Executive Directors and, where appropriate, board papers,<br />
which cover mainly financial information, are made available to Directors. This enables the Directors to obtain further<br />
explanations where necessary. All proceedings of Board meetings are recorded by way of minutes, which are signed<br />
by the Chairman of the meeting.<br />
Details of the Directors' meeting attendances during the financial year are tabulated below:<br />
Director<br />
En. Abdul Gafoor @ Abdul Gafoor Khan<br />
Mr Lim See Chea<br />
Mr Lim See Hua<br />
Mr Chiang Chong Kooi<br />
Mr Hang Kok Long<br />
Mr Fong Swee Hin<br />
Tunku Dato' Dr Ismail Bin Tunku Mohammad Jewa<br />
Tengku Sepachendra Tengku Abdul Rashid<br />
Mr Chatar Singh A/L Santa Singh<br />
Board Committee<br />
STATEMENT ON CORPORATE GOVERNANCE<br />
Attendance<br />
4/4<br />
4/4<br />
4/4<br />
3/4<br />
4/4<br />
4/4<br />
4/4<br />
4/4<br />
4/4<br />
The Board delegates certain responsibilities to the Audit Committee in order to enhance business and operational<br />
efficiency as well as efficacy. The Chairman of the Audit Committee reports to the Board the outcome of the Committee<br />
meetings and a copy of the minutes of meeting is distributed to all Directors.<br />
The Audit Committee consists of four (4) Directors, three (3) of whom are Independent Non-Executive Directors. The<br />
terms of reference of the Audit Committee, which stipulate its duties and responsibilities, are in written form and are<br />
presented under Audit Committee Report on pages 20 to 21 of this Annual Report.<br />
13
14<br />
Board Balance<br />
At the date of this statement, the Board consists of nine (9) members, comprising three (3) Independent Non-Executive<br />
Directors within the meaning of Chapter 1.01 of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Bhd (”<strong>Bursa</strong> Securities”) Listing<br />
Requirements whilst the balance are Executive Directors.<br />
The Board has within it, professionals drawn from varied backgrounds who bring with them in-depth and diversity in<br />
experience and expertise to the Group's operations. Together with Executive Directors who have intimate knowledge<br />
of the business, the Board is constituted of individuals who are committed to business integrity and professionalism<br />
in all its activities. A brief profile of each Director is presented on pages 7 to 11 of this Annual Report.<br />
There is a clear division of responsibilities between the Chairman and the Managing Director to ensure a balance of<br />
power and authority. The Chairman is responsible for ensuring Board's effectiveness and conduct whilst the Managing<br />
Director has overall responsibilities over the operating units, organizational effectiveness and implementation of<br />
Board's policies and decisions.<br />
The Board is satisfied that the current Board composition fairly reflects the investment of all shareholders in the<br />
Company.<br />
Supply of information<br />
The Chairman ensures that all Directors have full and timely access to information with an agenda on matters requiring<br />
Board's consideration issued with appropriate notice and in advance of each meeting to enable Directors to obtain<br />
further explanations during the meeting, where necessary.<br />
Every Director has unhindered access to the advice and services of the Company Secretary. The Board believes that<br />
the current Company Secretary is capable of carrying out her duties to ensure the effective functioning of the Board.<br />
The Articles of Association specify that the removal of the Company Secretary is a matter for the Board as a whole.<br />
The Directors review and approve all corporate announcements, including the announcement of the quarterly financial<br />
reports, before releasing them to <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad.<br />
From time to time, the Board as a whole determines, whether as a full Board or in their individual capacity, to take<br />
independent professional advice, where necessary and in appropriate circumstances, in furtherance of their duties,<br />
at the Group's expense.<br />
Directors' training<br />
STATEMENT ON CORPORATE GOVERNANCE (Cont’d)<br />
As there is no formal training programme in place for Directors, the Board recruits only individuals of sufficient calibre,<br />
knowledge and experience to fulfill the duties of a Director appropriately. However, all the Directors have attended<br />
and successfully completed the Mandatory Accreditation Programme conducted by the Research Institute of Investment<br />
Analysts <strong>Malaysia</strong>.<br />
Appointment and re-election of Directors<br />
As a Nominating Committee has not been established, appointment of new Directors comes under the purview of the<br />
Board as a whole.<br />
The Articles of Association provide that at least one-third of the Directors for the time being, including the Managing<br />
Director, are subject to retirement by rotation at each Annual General Meeting ("AGM"). The Directors to retire in each<br />
year are the Directors who have been longest in office since their appointment or re-appointment. New Directors<br />
appointed to the Board shall also retire at the Annual General Meeting following the appointment. In any of the<br />
circumstances, the Directors are eligible for re-election. These provide an opportunity for shareholders to renew their<br />
mandate. The election of each Director is voted on separately. To assist shareholders in their decision, sufficient<br />
information such as personal profile, meeting attendance and the shareholdings in the Group of each Director standing<br />
for election are furnished in the Annual Report accompanying the Notice of AGM. Directors over seventy (70) years<br />
of age are required to submit themselves for re-appointment annually in accordance with Section 129 (6) of the<br />
Companies Act 1965.<br />
The Company Secretary ensures that for appointment of Directors, all the necessary information is obtained and that<br />
all legal and regulatory obligations are met.
B. Director's remuneration<br />
STATEMENT ON CORPORATE GOVERNANCE (Cont’d)<br />
The Company pays its Directors annual fees that are approved annually by shareholders at AGM. The Board, as a<br />
whole, determines the remuneration of Directors with individual Directors abstaining from decisions in respect of their<br />
individual remuneration. The remuneration of Executive Directors is structured based on their responsibilities and<br />
contribution to the Group.<br />
Details of remuneration of Directors of the Company for the financial year ended 31 December 2004 are as follows:<br />
Executive Directors<br />
Non-Executive Directors<br />
Fees<br />
RM<br />
72,000<br />
108,000<br />
Salaries and<br />
bonuses<br />
RM<br />
913,200<br />
-<br />
Other<br />
emoluments<br />
RM<br />
464,000<br />
-<br />
15<br />
Total<br />
RM<br />
1,449,200<br />
108,000<br />
The number of Directors of the Company whose total remuneration falls within the following bands for the financial<br />
year ended 31 December 2004 is tabulated below:<br />
Range of remuneration<br />
Below RM50,000<br />
RM50,001 to RM100,000<br />
RM100,001 to RM150,000<br />
RM150,001 to RM200,000<br />
RM200,001 to RM250,000<br />
RM250,001 to RM300,000<br />
RM300,001 to RM350,000<br />
C. Shareholders<br />
Executive Directors<br />
1<br />
3<br />
1<br />
1<br />
Number of Directors<br />
Non-Executive Directors<br />
The Board acknowledges that shareholders should be informed of all material business matters, which influence the<br />
Group. Timely release of quarterly financial results to <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad and other information and<br />
corporate actions taken by the Group that warrant an announcement to <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad under the<br />
Listing Requirements provide shareholder with an up to date overview of the performance and strategies of the Group.<br />
Whilst the Annual Report gives shareholders a quick run through of the financial and operational performance of the<br />
Group, the AGM and Extraordinary General Meeting provide a platform to shareholders to seek more information on<br />
the audited financial statements and operational matters. The Company also maintains an official web site at<br />
www.lustergroup.com that provides background information of the Group and Company to the public.<br />
On an ongoing basis, the Directors are cautious not to provide undisclosed material information about the Group and<br />
frequently stress the importance of timely and equal dissemination of information to shareholders and stakeholders.<br />
3
16<br />
D. Accountability and audit<br />
Financial reporting<br />
STATEMENT ON CORPORATE GOVERNANCE (Cont’d)<br />
The Board aims to provide and present a balanced and meaningful assessment of the Group's financial performance<br />
and prospects at the end of the financial year, primarily through the annual financial statements and quarterly<br />
announcement of results to shareholders as well as the Chairman's statement in the Annual Report. The Board is<br />
assisted by the Audit Committee to oversee the Group's financial reporting processes and the quality of its financial<br />
reporting.<br />
Directors' responsibility statement in respect of the preparation of audited financial statements<br />
The Board is responsible for ensuring that the financial statements of the Group give a true and fair view of the state<br />
of affairs of the Group and of the Company as at the end of the financial year and of their profit or loss and cash flows<br />
for the year then ended. In preparing the financial statements, the Directors have ensured that applicable approved<br />
accounting standards in <strong>Malaysia</strong> and the provisions of the Companies Act, 1965 have been applied.<br />
In preparing the financial statements, the Directors have selected and applied consistently suitable accounting policies<br />
and made reasonable and prudent judgments and estimates. The Directors also have a general responsibility for<br />
taking such steps that are reasonably open to them to safeguard the assets of the Group and to prevent and detect<br />
fraud and other irregularities.<br />
Internal Control<br />
The Statement on Internal Control furnished on pages 17 to 18 of this Annual Report provides an overview of the<br />
state of internal controls within the Group during the financial year under review.<br />
Relationship with the Auditors<br />
Key features underlying the relationship of the Audit Committee with the external and internal auditors are included<br />
in the Audit Committee's terms of reference presented under Audit Committee Report on pages 20 to 21 of this Annual<br />
Report. A summary of the activities of the Audit Committee during the financial year, including the evaluation of the<br />
independent audit process, are set out in the Audit Committee Report on page 19 of this Annual Report.<br />
MATERIAL CONTRACTS<br />
There were no material contracts entered into by the Company and its subsidiaries involving Directors and major<br />
shareholders of Luster Industries Bhd.<br />
COMPLIANCE STATEMENT<br />
Except as disclosed below, the Company has substantially complied with the Best Practices set out in Part 2 of the<br />
Code since its listing and up to end of the financial year under review:<br />
Appointment of a Senior Independent Non-Executive Director to whom concerns may be conveyed has not been<br />
made. The Board will review the need to fulfill this requirement in due course;<br />
A Nominating Committee has not been formed, as the Board believes that the present number of Directors is<br />
deemed optimal considering the size of the Group and the nature of its operations. There was no review done<br />
on the present members of the Board, as the mix of experience and expertise of the current number of Directors<br />
are, in the Board's view, considered sufficient and optimum in addressing the issues affecting the Group;<br />
Pursuant to Best Practice Provision AA XIII of the Code on training for new recruits to the Board, the Company<br />
does not have a formal training programme for new Directors since it is the Board's policy to recruit only individuals<br />
of sufficient calibre and experience to carry out the necessary duties of a Director. Moreover, all the Directors are<br />
required to undergo training under the Continuing Education Programme as provided under the <strong>Bursa</strong><br />
Securities Listing Requirements;<br />
Establishment of Remuneration Committee has not been undertaken as the Board is of the view that remuneration<br />
of Directors is currently being expeditiously handled by the Board as a whole, with individual Directors abstaining<br />
in the decision of their own remuneration.
STATEMENT ON INTERNAL CONTROL<br />
The Board of Directors (the "Board") is committed to maintaining a sound system of internal control in the Group and<br />
is pleased to provide the following statement, which outlines the nature and scope of internal control of the Group<br />
during the financial year ended 31 December 2004.<br />
Board responsibility<br />
The Board affirms that it is ultimately responsible for the adequacy and integrity of the Group's system of internal<br />
control, which includes the establishment of an appropriate control environment and reporting framework. Since there<br />
are limitations, which are inherent in any system of internal control, this system is designed to manage, rather than<br />
eliminate, the risk of failure to achieve corporate objectives. Accordingly, the system can only provide reasonable,<br />
but not absolute, assurance against material misstatement or loss. The system of internal control encompasses<br />
financial, organizational, operational and compliance controls and risk management.<br />
The Board confirms that there is an ongoing process for identifying, evaluating and managing significant risks faced<br />
by the Company. This process is reviewed by the Board and accords with the guidelines promulgated by the "Statement<br />
on Internal Control - A Guidance to Directors of Public Listed Companies" (the "Internal Control Guidance"), a publication<br />
of the industry task force on internal control.<br />
Enterprise risk management framework<br />
Senior Management has continued the initiative to formalise the risk management framework established during the<br />
last reporting period, with the following objectives:<br />
To systemize a continuous process for identifying, evaluating and managing the significant risks faced by the<br />
company,<br />
To provide a platform for communication, of risk and control profiles and the management action plans to manage<br />
the risks, between Senior Management and the Board,<br />
To nominate key management personnel to prepare action plans, with implementation time-scales to address any<br />
risk and control issues,<br />
To inculcate an organization-wide culture of risk awareness and management and embed internal control and risk<br />
management further into the operations of the Company's business,<br />
To establish a documented process of control monitoring and improvement plans.<br />
Board recognized that risk management can become a strategic competitive advantage if it is used to identify specific<br />
actions that enhance performance and optimize risk. It can also influence business strategy by identifying potential<br />
adjustments related to previously unidentified opportunities and risks. As much as risks give rise to the need for<br />
controls, we consciously look out for opportunities arising from risks and uncertainties. Risk management has been<br />
adopted also as a strategic tool in strategy formulation, investment and resource allocation, and as catalyst for<br />
innovation.<br />
17
18<br />
Internal audit function<br />
STATEMENT ON INTERNAL CONTROL (Cont’d)<br />
During the financial year, the internal audit function provided the Board through the Audit Committee with assurance<br />
regarding the internal control system.<br />
The internal audit function independently reviews the risk identification procedures and control processes implemented<br />
by Management, and reports to the Audit Committee on a periodic basis, following the establishment of the Enterprise<br />
Risk Management ("ERM") framework. The internal audit also reviews the internal controls in the key activities based<br />
on a 3-year internal audit strategy and a detailed annual internal audit plan presented to the Audit Committee for<br />
approval. The internal audit function adopts a risk-based approach and prepares its audit strategy and plan based<br />
on the risk profile of the Company.<br />
The Audit Committee considers reports from internal audit and from Management, before reporting and making<br />
recommendations to the Board in strengthening the internal control and governance systems.<br />
Other risk and control processes<br />
Apart from risk management and internal audit, the Board has put in place an organizational structure with formally<br />
defined lines of responsibility and delegation of authority. A hierarchical reporting has been established, which provides<br />
for a documented and auditable trail of accountability. The procedures include the establishment of limits of authority<br />
and are relevant across the Group's operations and provide for continuous assurance to be given at increasingly<br />
higher levels of management and, finally to the Board. The process is now facilitated by internal audit, which also<br />
provides a degree of assurance as to validity of the systems of internal control. Planned corrective actions are<br />
independently monitored for timely completion.<br />
The Managing Director reports to the Board on significant changes in the business and the external environment, if<br />
any. The Group Financial Controller provides the Board with quarterly financial information. This includes, among<br />
others, the monitoring of results against budget, with variances being followed up and management action taken,<br />
where necessary. Where areas of improvement in the system are identified, the Board considers the recommendation<br />
made by the Audit Committee and the Management.<br />
Weaknesses in internal controls that result in material losses<br />
There were no material losses incurred during the financial year under review as a result of weaknesses in internal<br />
control. The Board and Management continue to take measures to strengthen the control environment as appropriate.<br />
The statement is issued in accordance with a resolution of the Board of Directors dated 21 May 2005.
Membership<br />
AUDIT COMMITTEE REPORT<br />
The Directors who have served as members of the Audit Committee (the "Committee") during the financial year under<br />
review and as at the date of this report are:<br />
Tengku Sepachendra Tengku Abdul Rashid<br />
Tunku Dato' Dr. Ismail Bin Tunku Mohammad Jewa<br />
Mr Chatar Singh A/L Santa Singh<br />
Mr Fong Swee Hin<br />
Meetings<br />
Chairman, Independent Non-Executive Director<br />
Independent Non-Executive Director<br />
Independent Non-Executive Director<br />
Executive Director<br />
The Committee convened four (4) meeting during the financial year ended 31st December 2004. The details of<br />
attendance of the Audit Committee member are as follows:<br />
Director<br />
Tengku Sepachendra Tengku Abdul Rashid<br />
Tunku Dato' Dr Ismail Bin Tunku Mohammad Jewa<br />
Mr Chatar Singh A/L Santa Singh<br />
Mr Fong Swee Hin<br />
Attendance<br />
The meeting was appropriately structured by the use of agenda, which was distributed to all members with sufficient<br />
notification. The Company Secretary was present by invitation at the meeting. Representatives of the external auditors,<br />
internal auditors and the Group Financial Controller attended the meeting upon invitation.<br />
Summary of activities of the Committee during the financial year<br />
The Committee carried out its duties in accordance with its terms of reference during the financial year, with the<br />
following main activities undertaken:<br />
Reviewed and adopted its terms of reference;<br />
Reviewed with the external auditors of the Group their scope of work and audit plan;<br />
Reviewed with the internal auditors the risk areas to be covered and internal audit plan, the major findings of<br />
internal audit and actions and steps taken by management in response to audit findings; and<br />
Reviewed with the Group Financial Controller the unaudited quarterly financial statements, including reasons for<br />
fluctuation in financial performance of the Group, before submission to the Board for consideration and approval<br />
for release to the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad.<br />
Internal audit function<br />
The internal audit function is independent of the activities or operations it audits. The principal role of the internal audit<br />
is to undertake regular and systematic reviews of the systems of internal control in order to provide reasonable<br />
assurance that such systems continue to operate satisfactorily and effectively. It is ultimately the responsibility of the<br />
internal audit function to provide the Audit Committee with independent and objective reports on the state of internal<br />
control of the various operating units within the Group and the extent of compliance of the units with the Group's<br />
established policies and procedures as well as relevant statutory requirements.<br />
Further details of the activities of the internal audit function are set out in the Statement on Internal Control on pages<br />
17 to 18 of this Annual Report.<br />
4/4<br />
4/4<br />
4/4<br />
4/4<br />
19
20<br />
TERMS OF REFERENCE<br />
OF AUDIT COMMITTEE ADOPTED BY THE BOARD OF DIRECTORS ON 1ST DAY OF JULY 2004<br />
The Committee is governed by the following terms of reference:<br />
Composition of the Audit Committee<br />
An Audit Committee shall be appointed by the Board from among their numbers (pursuant to a resolution of the Board<br />
of Directors) and shall fulfil the following requirements: -<br />
(a) the Audit Committee must be composed of not less than three (3) members;<br />
(b) a majority of the Audit Committee must be independent Directors; and<br />
(c) at least one (1) member of the Audit Committee:-<br />
(i) must be a member of the <strong>Malaysia</strong>n Institute of Accountants; or<br />
(ii) if he is not a member of the <strong>Malaysia</strong>n Institute of Accountants, he must have at least three (3) years'<br />
working experience and:-<br />
(aa) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants<br />
Act 1967; or<br />
(bb) he must be a member of one of the association of accountants specified in Part II of the 1st Schedule<br />
of the Accountants Act 1967; or<br />
(cc) a degree/masters/doctorate in accounting or finance and at least 3 years' post qualification experience<br />
in accounting or finance; or<br />
(dd) at least 7 years' experience being a chief financial officer of a corporation or having the function of<br />
being primarily responsible for the management of the financial affairs of a corporation<br />
(d) Alternate Director is not allowed to become a member of the Audit Committee.<br />
The Committee shall elect a chairman from among its members who shall be an independent Director.<br />
In the event of any vacancy in the Audit Committee resulting in the non-compliance of (a), (b) & (c) above, the Board<br />
must fill the vacancy within three (3) months.<br />
The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board<br />
at least once every three years to determine whether the Audit Committee and its members have carried out their<br />
duties in accordance with their terms of reference.<br />
Meetings<br />
The Audit Committee shall hold at least four regular meetings per year and such additional meetings as the Chairman<br />
of the Audit Committee shall decide in order to fulfil its duties. In addition, the Chairman of the Audit Committee may<br />
call for a meeting of the Audit Committee if a request is made by any member of the Audit Committee or the Board,<br />
or the internal or external auditors.<br />
The quorum for a meeting of the Committee shall be two members, majority of whom must be independent Directors.<br />
The Company Secretary shall be the secretary of the Audit Committee.<br />
The Company shall ensure that the attendance of the other Directors and employees of the Company at any particular<br />
Audit Committee meeting is only at the Audit Committee's invitation and is specific to the relevant meeting.<br />
The Audit Committee shall regulate its own procedure, in particular, the calling of meetings, the notice and agenda<br />
to be given of such meetings, the voting and proceeding of such meetings, the keeping of minutes and the custody,<br />
production and inspection of such minutes.<br />
The Company Secretary who acts as Secretary of the Committee shall circulate the minutes of each meeting to all<br />
members of the Board.
Duties and Responsibilities<br />
a) To review the following and to report the same to the Board:-<br />
TERMS OF REFERENCE<br />
i) To review the quarterly announcements to <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad and year end annual financial<br />
statements prior to the approval by the Board, focusing on:-<br />
- changes in or implementation of major accounting policy changes;<br />
- significant and unusual events or adjustments;<br />
- going concern assumption;<br />
- compliance with accounting standards and other legal requirements<br />
ii) To review with the External Auditors the following:-<br />
- the audit plan;<br />
- the evaluation of the system of internal controls;<br />
- auditor's management letter and management response;<br />
- problems and reservation arising from the interim and final audit.<br />
iii) To review the internal audit functions on the following :-<br />
- adequacy of the scope, function and resources of the internal audit functions and that it has the necessary<br />
authority to carry out its work;<br />
- the internal audit programme, processes, the results of the internal audit programme, processes or<br />
investigation undertaken and whether or not appropriate action is taken on the recommendations of the<br />
internal audit function;<br />
- internal audit plan, consider the major findings of internal audit, fraud investigations and actions and steps<br />
taken by management in response to audit findings;<br />
- adequacy of risk management system to safeguard the company's assets;<br />
- assessment of the performance of the outsourced internal audit team.<br />
iv) To review:-<br />
- any letter of resignation from the External Auditors of the Company or Group; and<br />
- whether there is reason (support by grounds) to believe that the Company or Group's External Auditor<br />
is not suitable for re-appointment;<br />
- the assistance given by the employees of the Company or Group to the External Auditors; and<br />
- any related party transactions and conflict of interest situation that may arise within the Company or Group<br />
including any transaction, procedure or course of conduct that raises questions of management integrity.<br />
b) To recommend the nomination of a person or persons as External Auditors and the audit fees.<br />
c) To act upon the Board of Director's request to investigate and report on any issues or concerns in regards to the<br />
management of the Company.<br />
d) To promptly report <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad on matters reported by the Audit Committee to the Board<br />
of Directors of the Company which has not been satisfactorily resolved resulting in breach of the <strong>Bursa</strong> Securities<br />
Listing Requirement.<br />
e) To undertake such other responsibilities as may be agreed by the Committee and the Board.<br />
f) To verify the allocation of option granted pursuant to the Employee Share Option Scheme.<br />
Authority<br />
The Audit Committee shall, wherever necessary and reasonable for the performance of its duties, in accordance with<br />
a procedure to be determined by the Board of Directors and at the cost of the Company:-<br />
(a) have authority to investigate any matter within its term of reference;<br />
(b) have the resources which are required to perform its duties;<br />
(c) have full and unrestricted access to any information pertaining to the Company;<br />
(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit<br />
function or activity;<br />
(e) be able to obtain independent professional or other advice; and<br />
(f) be able to convene meetings with external auditors, excluding the attendance of the executive members of the<br />
Audit Committee, whenever deemed necessary.<br />
21
22<br />
OTHER INFORMATION<br />
1) Utilization Of Share Proceeds<br />
The Company has fully utilized share proceeds from the IPO for the specific purposes as disclosed in the prospectus.<br />
Description<br />
Repayment of bank borrowings<br />
Capital expenditure<br />
Acquisition of subsidiaries<br />
Estimated listing expenses<br />
Total<br />
2) Non-Audit Fees<br />
Amount disclosed<br />
in prospectus<br />
(RM'000)<br />
4,047<br />
6,027<br />
2,114<br />
1,700<br />
13,888<br />
Amount utilized<br />
(RM'000)<br />
4,047<br />
6,027<br />
2,114<br />
1,700<br />
13,888<br />
Balance<br />
(RM'000)<br />
Non-audit fees paid by the Company and its subsidiaries to the external auditors, Messrs KPMG and its affiliated<br />
companies for the financial year ended 31 December 2004 amounted to RM118,650.<br />
3) Deviation of 10% Or More Between The Profit After Tax And Minority Interest Stated In The Announced<br />
Unaudited Accounts And The Audited Accounts<br />
The deviations between the Group Profit After Tax and Minority Interest as announced in the fourth quarterly<br />
report ended 31 December 2004 and the audited accounts for the year ended 31 December 2004 which were<br />
due to the following:<br />
Item<br />
Profit before tax<br />
Tax expense<br />
Profit after tax<br />
Minority interest<br />
Profit after tax and minority interest<br />
Note:<br />
4th Quarterly result<br />
announced on<br />
28 February 2005<br />
RM'000<br />
825<br />
1,036<br />
1,861<br />
179<br />
2,040<br />
Audited financial<br />
statements for<br />
the year ended<br />
31 December 2004<br />
RM'000<br />
382<br />
501<br />
883<br />
184<br />
1,067<br />
Deviation<br />
RM'000<br />
1. The deviation in profit before tax of RM443,000 is mainly due to audit adjustment on the over valuation of<br />
inventories.<br />
2. The differences in tax expense are due to:<br />
a) Audit adjustment on current year taxation of RM182,000.<br />
b) Audit adjustment on deferred taxation of RM353,000.<br />
443<br />
535<br />
978<br />
-5<br />
973<br />
Note<br />
1<br />
2<br />
-<br />
-<br />
-<br />
-<br />
-
DIRECTORS’ REPORT<br />
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the<br />
Company for the year ended 31 December 2004.<br />
Principal activities<br />
The principal activities of the Company are as follows :<br />
i) manufacture of precision plastic parts and components, PCBA, sub-assembly and full assembly of plastic parts<br />
and products; and<br />
ii) investment holding and provision of management services to its subsidiaries.<br />
The principal activities of the subsidiaries are set out in Note 3 to the financial statements.<br />
There has been no significant change in the nature of these activities during the financial year.<br />
Results<br />
Net profit for the year<br />
Reserves and provisions<br />
for the year ended 31 December 2004<br />
Group<br />
RM<br />
1,067,161<br />
23<br />
Company<br />
RM<br />
1,642,426<br />
There were no material transfers to or from reserves and provisions during the year under review except as disclosed<br />
in the financial statements.<br />
Dividend<br />
Since the end of the previous financial year, the Company paid a final dividend of 5% less 28% tax totalling RM2,193,624<br />
in respect of the year ended 31 December 2003 on 6 September 2004.<br />
The Directors recommended a first and final dividend of 1% less 28% tax totalling RM439,366 in respect of the year<br />
ended 31 December 2004 which is subject to the approval of members at the forthcoming Annual General Meeting<br />
of the Company.<br />
Directors of the Company<br />
Directors who served since the date of the last report are :<br />
Abdul Gafoor @ Abdul Gafoor Khan - Executive Chairman<br />
Lim See Chea - Managing Director<br />
Chiang Chong Kooi<br />
Lim See Hua<br />
Hang Kok Long<br />
Fong Swee Hin<br />
Chatar Singh a/l Santa Singh<br />
Tengku Sepachendra Tengku Abdul Rashid<br />
Tunku Dato' Dr. Ismail Bin Tunku Mohammad Jewa
24<br />
Directors' interests in shares<br />
DIRECTORS’ REPORT (Cont’d)<br />
for the year ended 31 December 2004<br />
The holdings and deemed holdings in the ordinary shares of the Company and of its related corporations (other than<br />
wholly-owned subsidiaries) of those who were Directors at year end as recorded in the Register of Directors'<br />
Shareholdings are as follows :<br />
Shareholdings in which directors<br />
have direct interest<br />
The Company<br />
Abdul Gafoor @ Abdul Gafoor Khan<br />
Lim See Chea<br />
Chiang Chong Kooi<br />
Lim See Hua<br />
Hang Kok Long<br />
Fong Swee Hin<br />
Tengku Sepachendra Tengku Abdul Rashid<br />
Tunku Dato' Dr. Ismail Bin Tunku Mohammad Jewa<br />
Shareholdings in which Directors<br />
have deemed interests<br />
Lim See Chea<br />
The Company<br />
Subsidiaries<br />
- Luster Chi Wo Sdn. Bhd.<br />
- Luster Nakazawa R&D Sdn. Bhd.<br />
- Luster Seweon Sdn. Bhd.<br />
The Company<br />
The Company<br />
Abdul Gafoor @ Abdul Gafoor Khan<br />
Lim See Chea<br />
Chiang Chong Kooi<br />
Lim See Hua<br />
Hang Kok Long<br />
Fong Swee Hin<br />
Directors' benefits<br />
Balance at<br />
1.1.2004<br />
40,000<br />
71,000<br />
40,000<br />
688,536<br />
51,000<br />
10,000<br />
9,000<br />
9,000<br />
28,020,000<br />
1,100,000<br />
204,000<br />
-<br />
Ordinary shares of RM1 each<br />
Allotted Bought (Sold)<br />
Balance at<br />
31.12.2004<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
7,000<br />
Balance at<br />
1.1.2004<br />
160,000<br />
240,000<br />
160,000<br />
160,000<br />
160,000<br />
160,000<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
(30,000)<br />
-<br />
(5,000)<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Number of Options for<br />
Ordinary Shares of RM1 each<br />
Granted Exercised<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
10,000<br />
71,000<br />
35,000<br />
688,536<br />
51,000<br />
10,000<br />
9,000<br />
9,000<br />
28,020,000<br />
1,100,000<br />
204,000<br />
7,000<br />
Balance at<br />
31.12.2004<br />
160,000<br />
240,000<br />
160,000<br />
160,000<br />
160,000<br />
160,000<br />
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive<br />
any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by<br />
Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation<br />
with the Director or with a firm of which the Director is a member, or with a company in which the Director has a<br />
substantial financial interest other than certain Directors who may be deemed to derive a benefit by virtue of those<br />
transactions entered in the ordinary course of business between the Company and companies in which the Directors<br />
have substantial financial interests.
Directors' benefits (cont’d)<br />
DIRECTORS’ REPORT (Cont’d)<br />
for the year ended 31 December 2004<br />
There were no arrangements during and at the end of the financial year which had the object of enabling Directors<br />
of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any<br />
other body corporate apart from the Employees' Share Option Scheme ("ESOS") of the Company.<br />
Issue of shares and debentures<br />
During the financial year, the issued and paid-up share capital of the Company was increased from RM60,627,000<br />
to RM61,023,000 by way of ESOS as follows :<br />
No. of<br />
ordinary shares<br />
383,000<br />
10,000<br />
3,000<br />
396,000<br />
Par value<br />
RM<br />
1.00<br />
1.00<br />
1.00<br />
Option price<br />
RM1.40 per ordinary share<br />
RM1.65 per ordinary share<br />
RM1.55 per ordinary share<br />
There were no other changes in the issued and paid-up share capital of the Company during the financial year.<br />
Options granted over unissued shares<br />
No options were granted to any person to take up unissued shares of the Company during the financial year apart<br />
from the issue of options pursuant to the ESOS.<br />
The options offered to take up unissued ordinary shares of RM1.00 each and the option prices are as follows :<br />
Date of offer<br />
10.9.2003<br />
2.1.2004<br />
1.7.2004<br />
Option price<br />
RM<br />
1.40<br />
1.65<br />
1.55<br />
Balance at<br />
1.1.2004<br />
4,663,000<br />
-<br />
-<br />
Number of options over ordinary shares of RM1 each<br />
Granted<br />
-<br />
170,000<br />
295,000<br />
Exercised<br />
(383,000)<br />
(10,000)<br />
(3,000)<br />
The external auditors have verified the allocation of options granted during the financial year.<br />
Lapsed due to<br />
resignation<br />
(361,000)<br />
(38,000)<br />
(30,000)<br />
25<br />
Balance at<br />
31.12.2004<br />
3,919,000<br />
122,000<br />
262,000<br />
The details of the ESOS granted to the eligible employees on 2 January and 1 July 2004 respectively are as follows :<br />
Granted on 2 January 2004<br />
Ch'ng Ngee Pang<br />
Ramesh A/L Perumal<br />
Chan Huan Choon<br />
Lee Chee Hong<br />
Khoo Kheng Aik<br />
Number of options over ordinary<br />
shares of RM1 each<br />
20,000<br />
20,000<br />
40,000<br />
40,000<br />
50,000<br />
170,000
26<br />
DIRECTORS’ REPORT (Cont’d)<br />
for the year ended 31 December 2004<br />
Options granted over unissued shares (cont’d)<br />
Granted on 1 July 2004<br />
Lau Kooi Han<br />
Teoh Ee Ken<br />
Hooi Chew Yoon<br />
Khairul Nizam Bin Mustafa<br />
Tan Chun Hoe<br />
Lee Mooi Kee<br />
Azizah Binti Ahmad<br />
Abd Rahim Bin Mt Isa<br />
Magendran A/L Govindasamy<br />
Chew Moon Wui<br />
Corine Ng Leen Leen<br />
Jefrey Bin Mia<br />
Ooi Chai Liang<br />
Chang Bee Hoon<br />
Law Siew Chen<br />
Ahmad Zakey Bin Mohamad Daud<br />
Kumar A/L Thangaveloo<br />
Abdul Ghani Bin Zakaria<br />
Ng Hock Cheng<br />
Morad Bin Wahab<br />
Tan Lee Hsy<br />
Khalidass A/L Supramaniam<br />
Ooi Kean Siang<br />
The salient features of the scheme are as follows :<br />
Number of options over<br />
ordinary shares of RM1 each<br />
40,000<br />
20,000<br />
20,000<br />
15,000<br />
15,000<br />
15,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
10,000<br />
295,000<br />
i) Eligible employees are those who have been confirmed in writing as employees of the Group on the date of offer<br />
and have been employed for a continuous period of at least six (6) months prior to the date of offer;<br />
ii) The option is personal to the grantee and is non-assignable;<br />
iii) The option price shall be determined by the average of the middle market quotation of the Company's ordinary<br />
shares as shown in the daily official list issued by the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad for the five trading days<br />
preceding the respective dates of the offer in writing to the grantee or at the par value of the ordinary shares of<br />
the Company, whichever is higher;<br />
iv) The options granted may be exercised at any time within a period of five years from the date of offer of the option<br />
or such shorter period as may be specifically stated in the offer upon giving notice in writing; and<br />
v) The options granted may be exercised in full or in lesser number of ordinary shares provided that the number<br />
shall be in multiples of 100 shares.<br />
The persons to whom the options have been granted have no right to participate by virtue of the options in any share<br />
issue of any other company.<br />
Significant events during the financial year<br />
The details of such events are disclosed in Note 26 to the financial statements.
Other statutory information<br />
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps<br />
to ascertain that :<br />
i) all known bad debts have been written off and adequate provision made for doubtful debts, and<br />
ii) all current assets have been stated at the lower of cost and net realisable value.<br />
At the date of this report, the Directors are not aware of any circumstances :<br />
i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the<br />
Group and in the Company inadequate to any substantial extent, or<br />
ii) that would render the value attributed to the current assets in the Group and in the Company financial statements<br />
misleading, or<br />
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group<br />
and of the Company misleading or inappropriate, or<br />
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the<br />
financial statements of the Group and of the Company misleading.<br />
At the date of this report, there does not exist :<br />
i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and<br />
which secures the liabilities of any other person, or<br />
ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial<br />
year.<br />
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become<br />
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors,<br />
will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they<br />
fall due.<br />
In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year<br />
ended 31 December 2004 have not been substantially affected by any item, transaction or event of a material and<br />
unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial<br />
year and the date of this report.<br />
Auditors<br />
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.<br />
Signed in accordance with a resolution of the Directors :<br />
Lim See Hua<br />
Chiang Chong Kooi<br />
Penang,<br />
Date : 28 April 2005<br />
DIRECTORS’ REPORT (Cont’d)<br />
for the year ended 31 December 2004<br />
27
Statement by Directors pursuant to<br />
Section 169(15) of the Companies Act, 1965<br />
In the opinion of the Directors, the financial statements of the Group and of the Company set out on pages 30 to 64<br />
are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting<br />
standards in <strong>Malaysia</strong> so as to give a true and fair view of the state of affairs of the Group and of the Company at 31<br />
December 2004 and of the results of their operations and cash flows for the year ended on that date.<br />
Signed in accordance with a resolution of the Directors :<br />
Lim See Hua<br />
Chiang Chong Kooi<br />
Penang,<br />
28<br />
Date : 28 April 2005<br />
STATEMENT BY DIRECTORS AND STATUTORY DECLARATION<br />
Statutory declaration pursuant to<br />
Section 169(16) of the Companies Act, 1965<br />
I, Fong Swee Hin, the Director primarily responsible for the financial management of Luster Industries Bhd., do solemnly<br />
and sincerely declare that the financial statements set out on pages 30 to 64 are, to the best of my knowledge and<br />
belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the<br />
provisions of the Statutory Declarations Act, 1960.<br />
Subscribed and solemnly declared by the abovenamed at Georgetown in the State of Penang on 28 April 2005.<br />
Before me :<br />
Chai Choon Kiat, PJM (P.073)<br />
Commissioner for Oaths<br />
Penang<br />
Fong Swee Hin
We have audited the financial statements set out on pages 30 to 64. The preparation of the financial statements is<br />
the responsibility of the Company's Directors.<br />
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report<br />
our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose.<br />
We do not assume responsibility to any other person for the content of this report.<br />
We conducted our audit in accordance with approved Standards on Auditing in <strong>Malaysia</strong>. These standards require<br />
that we plan and perform the audit to obtain all the information and explanations which we consider necessary to<br />
provide us with evidence to give reasonable assurance that the financial statements are free of material misstatement.<br />
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial<br />
statements. An audit also includes an assessment of the accounting principles used and significant estimates made<br />
by the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements.<br />
We believe our audit provides a reasonable basis for our opinion.<br />
In our opinion :<br />
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965<br />
and applicable approved accounting standards in <strong>Malaysia</strong> so as to give a true and fair view of :<br />
and<br />
REPORT OF THE AUDITORS TO THE MEMBER<br />
i) the state of affairs of the Group and of the Company at 31 December 2004 and the results of their operations<br />
and cash flows for the year ended on that date; and<br />
ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements<br />
of the Group and of the Company;<br />
(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the<br />
Company and the subsidiary of which we acted as auditors have been properly kept in accordance with the<br />
provisions of the said Act.<br />
The subsidiaries in respect of which we have not acted as auditors are identified in Note 3 to the financial statements<br />
and we have considered their financial statements and the auditors' reports thereon.<br />
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's<br />
financial statements are in form and content appropriate and proper for the purposes of the preparation of the<br />
consolidated financial statements and we have received satisfactory information and explanations required by us for<br />
those purposes.<br />
The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not<br />
include any comment made under subsection (3) of Section 174 of the Act.<br />
Penang,<br />
Date : 28 April 2005<br />
of Luster Industries Bhd.<br />
29<br />
KPMG<br />
Firm Number : AF 0758<br />
Chartered Accountants<br />
Ng Swee Weng<br />
Partner<br />
Approval Number : 1414/03/06 (J/PH)
Property, plant and equipment<br />
Intangible asset<br />
Current assets<br />
Inventories<br />
Trade and other receivables<br />
Tax refundable<br />
Cash and cash equivalents<br />
Current liabilities<br />
Trade and other payables<br />
Borrowings<br />
Taxation<br />
Net current assets<br />
Financed by :<br />
Capital and reserves<br />
Share capital<br />
Reserves<br />
30<br />
Shareholders' funds<br />
Minority interests<br />
Long term and deferred liabilities<br />
Borrowings<br />
Deferred tax liabilities<br />
CONSOLIDATED BALANCE SHEET<br />
at 31 December 2004<br />
Note<br />
2<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
9<br />
13<br />
2004<br />
RM<br />
82,973,995<br />
295,380<br />
19,444,972<br />
37,068,643<br />
1,517,140<br />
8,926,899<br />
66,957,654<br />
18,977,289<br />
32,038,695<br />
289,910<br />
51,305,894<br />
15,651,760<br />
98,921,135<br />
61,023,000<br />
18,169,978<br />
79,192,978<br />
605,309<br />
16,066,476<br />
3,056,372<br />
98,921,135<br />
The financial statements were approved and authorised for issue by the Board of Directors on 28 April 2005.<br />
2003<br />
RM<br />
71,205,667<br />
-<br />
14,763,124<br />
38,565,183<br />
915,306<br />
10,917,784<br />
65,161,397<br />
24,443,113<br />
16,563,737<br />
362,641<br />
41,369,491<br />
23,791,906<br />
94,997,573<br />
60,627,000<br />
19,439,439<br />
80,066,439<br />
786,636<br />
10,261,912<br />
3,882,586<br />
94,997,573<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
Revenue<br />
Cost of sales<br />
Gross profit<br />
Distribution costs<br />
Administrative expenses<br />
Other operating expense<br />
Other operating income<br />
Operating profit<br />
Finance costs<br />
Profit before tax<br />
Tax expense<br />
Profit after tax<br />
Minority interests<br />
Net profit for the year<br />
Basic earnings per ordinary share (sen)<br />
Diluted earnings per ordinary share (sen)<br />
Dividends per ordinary share (sen) - net<br />
CONSOLIDATED INCOME STATEMENT<br />
for the year ended 31 December 2004<br />
Note<br />
14<br />
15<br />
17<br />
18<br />
19<br />
19<br />
20<br />
2004<br />
RM<br />
130,992,340<br />
(117,007,486)<br />
13,984,854<br />
(1,601,640)<br />
(10,358,481)<br />
(573,900)<br />
675,704<br />
2,126,537<br />
(1,745,064)<br />
381,473<br />
501,361<br />
882,834<br />
184,327<br />
1,067,161<br />
1.75<br />
1.73<br />
0.72<br />
31<br />
2003<br />
RM<br />
145,189,167<br />
(122,991,274)<br />
22,197,893<br />
(1,878,368)<br />
(9,514,456)<br />
(151,731)<br />
5,107,849<br />
15,761,187<br />
(1,904,054)<br />
13,857,133<br />
(1,782,003)<br />
12,075,130<br />
98,766<br />
12,173,896<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.<br />
22.94<br />
21.51<br />
3.60
32<br />
At 1 January 2003<br />
Issue of shares (Note 10)<br />
- Acquisition of subsidiaries<br />
- Bonus issue<br />
- Public issue<br />
- ESOS<br />
Net profit for the year<br />
Net gain/(loss) not recognised in the<br />
consolidated income statement<br />
- Exchange differences on<br />
translation of the financial<br />
statements of foreign entity<br />
- Share issue expenses<br />
At 31 December 2003<br />
Net profit for the year<br />
Issue of shares - ESOS (Note 10)<br />
Net loss not recognised in the<br />
consolidated income statement<br />
- Exchange differences on<br />
translation of the financial<br />
statements of foreign entity<br />
Dividend (Note 20)<br />
At 31 December 2004<br />
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
for the year 31 December 2004<br />
Share<br />
Capital<br />
RM<br />
4,000,000<br />
785,024<br />
45,294,976<br />
9,920,000<br />
627,000<br />
56,627,000<br />
-<br />
-<br />
-<br />
-<br />
60,627,000<br />
-<br />
396,000<br />
-<br />
-<br />
61,023,000<br />
Share<br />
Premium<br />
RM<br />
-<br />
7,968,005<br />
(7,968,005)<br />
3,968,000<br />
250,800<br />
4,218,800<br />
-<br />
-<br />
(2,106,609)<br />
(2,106,609)<br />
2,112,191<br />
-<br />
161,350<br />
-<br />
-<br />
2,273,541<br />
Non-Distributable<br />
Exchange<br />
Fluctuation<br />
Reserve<br />
RM<br />
(135,186)<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
485,101<br />
-<br />
485,101<br />
349,915<br />
-<br />
-<br />
(304,348)<br />
-<br />
45,567<br />
Distributable<br />
Retained<br />
Profits<br />
RM<br />
42,130,408<br />
-<br />
(37,326,971)<br />
-<br />
-<br />
(37,326,971)<br />
12,173,896<br />
-<br />
-<br />
-<br />
16,977,333<br />
1,067,161<br />
-<br />
-<br />
(2,193,624)<br />
15,850,870<br />
Total<br />
RM<br />
45,995,222<br />
8,753,029<br />
-<br />
13,888,000<br />
877,800<br />
23,518,829<br />
12,173,896<br />
485,101<br />
(2,106,609)<br />
(1,621,508)<br />
80,066,439<br />
1,067,161<br />
557,350<br />
(304,348)<br />
(2,193,624)<br />
79,192,978<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
Cash flows from operating activities<br />
Profit before tax<br />
Adjustments for :<br />
Depreciation<br />
Plant and equipment written off<br />
Interest expense<br />
Interest income<br />
Gain on disposal of property, plant and equipment<br />
Gain on disposal of a subsidiary<br />
Negative goodwill recognised<br />
Amortisation of intangible asset<br />
Operating profit before working capital changes<br />
(Increase)/Decrease in :<br />
Inventories<br />
Trade and other receivables<br />
(Decrease)/Increase in :<br />
Trade and other payables<br />
Cash generated from operations<br />
Income tax paid<br />
Interest paid<br />
Net cash (used in)/generated from operating activities<br />
CONSOLIDATED CASH FLOW STATEMENT<br />
for the year ended 31 December 2004<br />
2004<br />
RM<br />
381,473<br />
7,436,736<br />
966<br />
1,745,064<br />
(16,803)<br />
(458,005)<br />
-<br />
-<br />
32,820<br />
9,122,251<br />
(4,681,848)<br />
1,496,540<br />
(4,363,744)<br />
1,573,199<br />
(999,418)<br />
(1,745,064)<br />
(1,171,283)<br />
33<br />
2003<br />
RM<br />
13,857,133<br />
9,256,931<br />
791<br />
1,904,054<br />
(104,970)<br />
(279,758)<br />
(8,312)<br />
(1,572,389)<br />
-<br />
23,053,480<br />
(3,156,731)<br />
(14,559,026)<br />
7,666,990<br />
13,004,713<br />
(1,931,383)<br />
(1,904,054)<br />
9,169,276
34<br />
CONSOLIDATED CASH FLOW STATEMENT (Cont’d)<br />
for the year ended 31 December 2004<br />
Cash flows from investing activities<br />
Disposal of a subsidiary, net of cash (Note 3)<br />
Interest received<br />
Purchase of property, plant and equipment<br />
Proceeds from disposal of property, plant and equipment<br />
Purchase of intangible asset<br />
Increase in equity interest in existing subsidiaries<br />
Net cash used in investing activities<br />
Cash flows from financing activities<br />
Proceeds from issue of shares<br />
Share issue expenses<br />
Repayment of lease and hire purchase obligations<br />
Dividend paid to shareholders of the Company<br />
Draw down of term loans<br />
Repayment of term loans<br />
Withdrawal of deposits with licensed banks<br />
Shares issued to minority shareholders<br />
Drawdown in bank borrowings, net<br />
Net cash generated from financing activities<br />
Net (decrease)/increase in cash and cash equivalents<br />
Cash and cash equivalents at beginning of year<br />
Foreign exchange differences on cash and cash equivalents<br />
Cash and cash equivalents at end of year<br />
NOTE<br />
Cash and cash equivalents<br />
2004<br />
RM<br />
-<br />
16,803<br />
(22,789,663)<br />
2,708,461<br />
(328,200)<br />
-<br />
(20,392,599)<br />
557,350<br />
-<br />
(91,992)<br />
(2,193,624)<br />
18,561,271<br />
(12,031,308)<br />
918,191<br />
3,000<br />
14,603,000<br />
20,325,888<br />
(1,237,994)<br />
4,504,334<br />
(73,251)<br />
3,193,089<br />
2003<br />
RM<br />
(431,799)<br />
104,970<br />
(5,498,565)<br />
816,586<br />
-<br />
(966,780)<br />
(5,975,588)<br />
14,765,800<br />
(2,106,609)<br />
(637,587)<br />
(7,500,000)<br />
1,000,000<br />
(5,345,382)<br />
-<br />
-<br />
919,228<br />
1,095,450<br />
4,289,138<br />
78,793<br />
136,403<br />
4,504,334<br />
Cash and cash equivalents included in the consolidated cash flow statement comprise the following consolidated<br />
balance sheet amounts :<br />
Deposits with licensed banks (excluding deposits pledged)<br />
Cash and bank balances<br />
Bank overdrafts<br />
2004<br />
RM<br />
-<br />
8,845,090<br />
(5,652,001)<br />
3,193,089<br />
2003<br />
RM<br />
6,328,283<br />
3,589,501<br />
(5,413,450)<br />
4,504,334<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
Property, plant and equipment<br />
Investment in subsidiaries<br />
Current assets<br />
Inventories<br />
Trade and other receivables<br />
Cash and cash equivalents<br />
Current liabilities<br />
Trade and other payables<br />
Borrowings<br />
Taxation<br />
Net current assets<br />
Financed by :<br />
Capital and reserves<br />
Share capital<br />
Reserves<br />
Shareholders' funds<br />
Long term and deferred liabilities<br />
Borrowings<br />
Deferred tax liabilities<br />
BALANCE SHEET<br />
Note<br />
2<br />
3<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
9<br />
13<br />
at 31 December 2004<br />
2004<br />
RM<br />
33,260,117<br />
34,962,455<br />
9,798,115<br />
41,416,248<br />
7,192,216<br />
58,406,579<br />
19,184,202<br />
22,291,231<br />
206,627<br />
41,682,060<br />
16,724,519<br />
84,947,091<br />
61,023,000<br />
9,387,381<br />
70,410,381<br />
13,090,206<br />
1,446,504<br />
84,947,091<br />
35<br />
2003<br />
RM<br />
32,812,326<br />
34,962,455<br />
7,105,077<br />
33,261,889<br />
3,961,331<br />
44,328,297<br />
20,468,472<br />
9,522,649<br />
356,889<br />
30,348,010<br />
13,980,287<br />
81,755,068<br />
60,627,000<br />
9,777,229<br />
70,404,229<br />
9,079,635<br />
2,271,204<br />
81,755,068<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
Revenue<br />
Cost of sales<br />
Gross profit<br />
36<br />
Distribution costs<br />
Administrative expenses<br />
Other operating expense<br />
Other operating income<br />
Operating profit<br />
Finance costs<br />
Profit before tax<br />
Tax expense<br />
Net profit for the year<br />
INCOME STATEMENT<br />
for the year ended 31 December 2004<br />
Dividends per ordinary share (sen) - net<br />
Note<br />
14<br />
15<br />
17<br />
18<br />
20<br />
2004<br />
RM<br />
72,030,594<br />
(64,377,542)<br />
7,653,052<br />
(641,065)<br />
(5,485,129)<br />
(350,895)<br />
958,579<br />
2,134,542<br />
(1,325,373)<br />
809,169<br />
833,257<br />
1,642,426<br />
0.72<br />
2003<br />
RM<br />
87,352,063<br />
(76,272,971)<br />
11,079,092<br />
(869,222)<br />
(4,443,370)<br />
(71,000)<br />
2,051,347<br />
7,746,847<br />
(1,337,563)<br />
6,409,284<br />
(455,818)<br />
5,953,466<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.<br />
3.60
At 1 January 2003<br />
Issue of shares (Note 10)<br />
- Acquisition of subsidiaries<br />
- Bonus issue<br />
- Public issue<br />
- ESOS<br />
Net loss not recognised in the<br />
income statement<br />
- Share issue expenses<br />
Net profit for the year<br />
At 31 December 2003<br />
Issue of shares (Note 10)<br />
- ESOS<br />
Net profit for the year<br />
Dividend (Note 20)<br />
At 31 December 2004<br />
STATEMENT OF CHANGES IN EQUITY<br />
Share<br />
Capital<br />
RM<br />
4,000,000<br />
785,024<br />
45,294,976<br />
9,920,000<br />
627,000<br />
56,627,000<br />
-<br />
-<br />
60,627,000<br />
396,000<br />
-<br />
-<br />
61,023,000<br />
for the year ended 31 December 2004<br />
Non-Distributable<br />
Share<br />
Premium<br />
RM<br />
-<br />
7,968,005<br />
(7,968,005)<br />
3,968,000<br />
250,800<br />
4,218,800<br />
(2,106,609)<br />
-<br />
2,112,191<br />
161,350<br />
-<br />
-<br />
2,273,541<br />
Revaluation<br />
Reserve<br />
RM<br />
9,771,185<br />
-<br />
(9,771,185)<br />
-<br />
-<br />
(9,771,185)<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Distributable<br />
37<br />
Retained<br />
Profits<br />
RM<br />
29,267,358<br />
-<br />
(27,555,786)<br />
-<br />
-<br />
(27,555,786)<br />
-<br />
5,953,466<br />
7,665,038<br />
-<br />
1,642,426<br />
(2,193,624)<br />
7,113,840<br />
Total<br />
RM<br />
43,038,543<br />
8,753,029<br />
-<br />
13,888,000<br />
877,800<br />
23,518,829<br />
(2,106,609)<br />
5,953,466<br />
70,404,229<br />
557,350<br />
1,642,426<br />
(2,193,624)<br />
70,410,381<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
38<br />
CASH FLOW STATEMENT<br />
for the year ended 31 December 2004<br />
Cash flows from operating activities<br />
Profit before tax<br />
Adjustments for :<br />
Depreciation<br />
Dividend income<br />
Interest expense<br />
Interest income<br />
Gain on disposal of property, plant and equipment<br />
Plant and equipment written off<br />
Loss on disposal of a subsidiary<br />
Operating profit before working capital changes<br />
Increase in :<br />
Inventories<br />
Trade and other receivables<br />
Decrease in :<br />
Trade and other payables<br />
Cash used in operations<br />
Income tax paid<br />
Interest paid<br />
Net cash used in operating activities<br />
Cash flows from investing activities<br />
Purchase of property, plant and equipment<br />
Dividend received<br />
Interest received<br />
Proceeds from disposal of property, plant and equipment<br />
Increase in equity interest in existing subsidiaries<br />
Proceeds from disposal of a subsidiary<br />
Net cash used in investing activities<br />
2004<br />
RM<br />
809,169<br />
3,749,734<br />
-<br />
1,325,373<br />
(5,153)<br />
(359,599)<br />
-<br />
-<br />
5,519,524<br />
(2,693,038)<br />
(8,154,359)<br />
(1,284,270)<br />
(6,612,143)<br />
(141,705)<br />
(1,325,373)<br />
(8,079,221)<br />
(4,837,926)<br />
-<br />
5,153<br />
1,000,000<br />
-<br />
-<br />
(3,832,773)<br />
2003<br />
RM<br />
6,409,284<br />
3,748,028<br />
(1,000,000)<br />
1,337,563<br />
(77,548)<br />
(135,798)<br />
161<br />
428<br />
10,282,118<br />
(960,350)<br />
(7,739,936)<br />
(2,030,375)<br />
(448,543)<br />
(159,901)<br />
(1,337,563)<br />
(1,946,007)<br />
(3,421,697)<br />
720,000<br />
77,548<br />
135,800<br />
(2,114,271)<br />
87,773<br />
(4,514,847)
Cash flows from financing activities<br />
Repayment of lease and hire purchase obligations<br />
Repayment of term loans<br />
Drawdown of term loans<br />
Drawdown/(Repayment) of bankers' acceptances, net<br />
Dividend paid<br />
Share issue expenses<br />
Proceeds from issue of shares<br />
Net cash generated from financing activities<br />
Net increase in cash and cash equivalents<br />
Cash and cash equivalents at beginning of year<br />
Cash and cash equivalents at end of year<br />
NOTE<br />
Cash and cash equivalents<br />
CASH FLOW STATEMENT (Cont’d)<br />
for the year ended 31 December 2004<br />
2004<br />
RM<br />
(91,992)<br />
(10,856,177)<br />
15,677,408<br />
12,464,000<br />
(2,193,624)<br />
-<br />
557,350<br />
15,556,965<br />
3,644,971<br />
381,703<br />
4,026,674<br />
Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts :<br />
Deposits with licensed bank<br />
Cash and bank balances<br />
Bank overdrafts<br />
2004<br />
RM<br />
-<br />
7,192,216<br />
(3,165,542)<br />
4,026,674<br />
39<br />
2003<br />
RM<br />
(146,042)<br />
(3,964,958)<br />
1,000,000<br />
(1,000,000)<br />
-<br />
(2,106,609)<br />
14,765,800<br />
8,548,191<br />
2,087,337<br />
(1,705,634)<br />
381,703<br />
2003<br />
RM<br />
3,000,000<br />
961,331<br />
(3,579,628)<br />
381,703<br />
The notes set out on pages 40 to 64 form an integral part of, and should be read in conjunction with, these financial<br />
statements.
40<br />
NOTES TO THE FINANCIAL STATEMENTS<br />
31 December 2004<br />
1. Summary of significant accounting policies<br />
The following accounting policies are adopted by the Group and by the Company and are consistent with those<br />
adopted in previous years.<br />
(a) Basis of accounting<br />
The financial statements of the Group and of the Company are prepared on the historical cost basis except<br />
as disclosed in the notes to the financial statements and in compliance with the provisions of the Companies<br />
Act, 1965 and applicable approved accounting standards in <strong>Malaysia</strong>.<br />
(b) Basis of consolidation<br />
Subsidiaries are those enterprises controlled by the Company. Control exists when the Company has the<br />
power, directly or indirectly to govern the financial and operating policies of an enterprise so as to obtain<br />
benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial<br />
statements from the date that control effectively commences until the date that control effectively ceases.<br />
Subsidiaries are consolidated using the acquisition method of accounting.<br />
A subsidiary is excluded from consolidation when control is intended to be temporary as the subsidiary is<br />
acquired and held exclusively with a view of its subsequent disposal in the near future and it has not previously<br />
been consolidated or it operates under severe long term restrictions which significantly impair its ability to<br />
transfer funds to the Company. Subsidiaries excluded on these grounds are accounted for as investments.<br />
Under the acquisition method of accounting, the results of subsidiaries acquired or disposed during the year<br />
are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair<br />
values of the subsidiaries' net assets are determined and these values are reflected in the Group financial<br />
statements. The difference between the acquisition cost and the fair values of the subsidiaries' net assets<br />
is reflected as goodwill or negative goodwill as appropriate.<br />
Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation.<br />
Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be recovered.<br />
(c) Goodwill<br />
Goodwill represents the excess of the cost of acquisition on consolidation and is stated at cost less accumulated<br />
amortisation and accumulated impairment losses. Goodwill is written off to income statement in the year of<br />
acquisition.<br />
Negative goodwill represents the excess of the fair value of the net identifiable assets acquired over the cost<br />
of acquisition. Negative goodwill is recognised as income in the year of acquisition.<br />
(d) Investments<br />
Long term investments other than in subsidiaries, are stated at cost in the Company. An allowance is made<br />
when the Directors are of the view that there is a diminution in their value which is other than temporary.<br />
Long term investments in subsidiaries are stated at valuation/at cost in the Company, less impairment loss<br />
where applicable.<br />
The Company revalues its long term investment in subsidiaries every five years and at shorter intervals<br />
whenever the fair value of the revalued investments is expected to differ materially from their carrying value.<br />
Any surplus arising from revaluation is dealt with in the revaluation reserve. Any deficit arising is offset against<br />
the revaluation reserve to the extent of a previous increase from the same investment. In all other cases, a<br />
decrease in the carrying amount is charged to the income statement.<br />
On the sale of a revalued investment, the portion of revaluation surplus pertaining to that investment will be<br />
realised and transferred to revenue reserve.
(e) Property, plant and equipment<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment<br />
losses.<br />
Property, plant and equipment retired from active use and held for disposal are stated at the carrying amount<br />
at the date when the asset is retired from active use, less impairment losses, if any.<br />
Depreciation<br />
Leasehold land is amortised over the respective lease periods ranging from 42 to 94 years.<br />
On other property, plant and equipment, depreciation is calculated to write-off their costs on a straight line<br />
basis over the expected useful lives of the assets concerned at the following annual rates :<br />
Buildings2 - 5%<br />
Plant and machinery 8 - 25%<br />
Furniture, fittings and office equipment 10 - 25%<br />
Motor vehicles10 - 20%<br />
Electrical installations 10 - 12.5%<br />
Moulds10 - 50%<br />
(f) Inventories<br />
Inventories are stated at the lower of cost and net realisable value. For work-in-progress and manufactured<br />
inventories, cost consists of materials, direct labour and an appropriate proportion of fixed and variable<br />
production overheads and is determined on a weighted average basis. The cost of raw materials and trading<br />
inventories is determined on the first-in, first-out basis.<br />
(g) Trade and other receivables<br />
Trade and other receivables are stated at cost less allowance for doubtful debts.<br />
(h) Liabilities<br />
Borrowings and trade and other payables are stated at cost.<br />
(i) Provisions<br />
A provision is recognised when it is probable that an outflow of resources embodying economic benefits will<br />
be required to settle a present obligation (legal or constructive) as a result of a past event and a reliable<br />
estimate can be made of the amount.<br />
(j) Cash and cash equivalents<br />
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid<br />
investments which have an insignificant risk of changes in value. For the purpose of the cash flow statements,<br />
cash and cash equivalents are presented net of bank overdrafts and pledged deposits.<br />
(k) Income tax<br />
Tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the<br />
income statement except to the extent that it relates to items recognised directly in equity, in which case it<br />
is recognised in equity.<br />
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted<br />
or substantially enacted at the balance sheet date, and any adjustment to tax payable in respect of previous<br />
years.<br />
41
42<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
(k) Income tax (cont’d)<br />
Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases<br />
of assets and liabilities and their carrying amounts in the financial statements. Temporary differences are<br />
not recognised for goodwill not deductible for tax purposes and the initial recognition of assets or liabilities<br />
that at the time of the transaction affects neither accounting nor taxable profit. The amount of deferred tax<br />
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and<br />
liabilities, using tax rates enacted or substantially enacted at the balance sheet date.<br />
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be<br />
available against which the asset can be utilised.<br />
(l) Foreign currency<br />
i) Foreign currency transactions<br />
Transactions in foreign currencies are translated to Ringgit <strong>Malaysia</strong> at rates of exchange ruling at the<br />
date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance<br />
sheet date are translated to Ringgit <strong>Malaysia</strong> at the foreign exchange rates ruling at that date. Foreign<br />
exchange differences arising on translation are recognised in the income statement. Non-monetary<br />
assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated<br />
into Ringgit <strong>Malaysia</strong> at the foreign exchange rates ruling at the date of the transactions.<br />
ii) Financial statements of foreign operations<br />
The Group's foreign operations are not considered an integral part of the Company's operations.<br />
Accordingly, the assets and liabilities of foreign operations, including goodwill and fair value adjustments<br />
arising on consolidation, are translated to Ringgit <strong>Malaysia</strong> at exchange rates ruling at the balance<br />
sheet date. The revenues and expenses of foreign operations are translated to Ringgit <strong>Malaysia</strong> at<br />
average exchange rates applicable throughout the year. Foreign exchange differences arising from<br />
retranslating the opening net investments in the foreign subsidiaries at the closing exchange rate are<br />
recognised directly to the Exchange Fluctuation Reserve.<br />
The closing rates used in the translation of foreign currency monetary assets and liabilities and the<br />
financial statements of foreign operations are as follows :<br />
1 USD<br />
1 SGD<br />
1000 Indonesian Rupiah<br />
(m) Income recognition<br />
i) Goods sold and services rendered<br />
2004<br />
RM<br />
3.80<br />
2.35<br />
0.40<br />
2003<br />
RM<br />
Revenue from sale of goods is measured at the fair value of the consideration receivable and is<br />
recognised in the income statement when the significant risks and rewards of ownership have been<br />
transferred to the buyer.<br />
Revenue from services rendered is recognised in the income statement when services are performed.<br />
ii) Dividend income<br />
Dividend income is recognised when the right to receive payment is established.<br />
iii) Interest income<br />
Interest income is recognised in the income statement as it accrues, taking into account the effective<br />
yield on the asset.<br />
3.80<br />
2.25<br />
0.44
(n) Accounting for lease/hire purchase<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
The assets and obligations arising from finance leases and hire purchase plans are recorded at the fair value<br />
of the assets at the beginning of the duration of the leases and hire purchase. The amount of the assets<br />
are depreciated over their expected useful lives consistent with the depreciation rates the Group adopts for<br />
depreciable assets that are owned.<br />
The difference between the total minimum lease payments and hire purchase obligations over the duration<br />
of the lease/hire purchase and the initial recorded liability which represents interest cost, is expensed off<br />
over the accounting periods covered by the duration of the borrowing using the "sum-of-digits" method.<br />
(o) Impairment<br />
The carrying amount of assets, other than inventories and financial assets (other than investment in<br />
subsidiaries), are reviewed at each balance sheet date to determine whether there is any indication of<br />
impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss<br />
is recognised whenever the carrying amount of an asset or the cash-generating unit to which it belongs<br />
exceeds its recoverable amount. Impairment losses are recognised in the income statement.<br />
The recoverable amount is the greater of the asset's net selling price and its value in use. In assessing value<br />
in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that<br />
reflects current market assessments of the time value of money and the risks specific to the asset. For an<br />
asset that does not generate largely independent cash inflows, the recoverable amount is determined for<br />
the cash-generating unit to which the asset belongs.<br />
An impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external<br />
event of an exceptional nature that is not expected to recur and subsequent external events have occurred<br />
that reverse the effect of that event.<br />
In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used<br />
to determine the recoverable amount.<br />
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the<br />
carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss<br />
had been recognised. The reversal is recognised in the income statement.<br />
(p) Finance costs<br />
All interest and other costs incurred in connection with borrowings are expensed as incurred. The interest<br />
component of lease/hire purchase payments is recognised in income statement so as to give a constant<br />
periodic rate of interest on the outstanding liability at the end of each accounting period.<br />
(q) Research and development<br />
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical<br />
knowledge and understanding, is recognised in the income statement as an expenses as incurred.<br />
Expenditure on development activities, whereby research findings are applied to a plan or design for the<br />
production of new or substantially improved products and processes, is capitalised if the product or process<br />
is technically and commercially feasible and the Group has sufficient resources to complete development.<br />
The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of<br />
overheads. Other development expenditure is expensed in the income statement as incurred. Capitalised<br />
development expenditure is stated at cost less accumulated amortisation and impairment losses.<br />
43
44<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
(r) Employee benefits<br />
i) Short term employee benefits<br />
Wages, salaries and bonuses are recognised as expenses in the year in which the associated services<br />
are rendered by employees of the Group. Short term accumulating compensated absences such as<br />
paid annual leave are recognised when services are rendered by employees that increase their<br />
entitlement to future compensated absences, and short term non-accumulating compensated absences<br />
such as sick leave are recognised when absences occur.<br />
ii) Defined contribution plans<br />
Obligations for contributions to defined contribution plan are recognised as an expense in the income<br />
statement as incurred.<br />
iii) Equity and equity-related compensation benefits<br />
The share option programme allows Group employees to acquire shares of the Company. When the<br />
options are exercised, equity is increased by the amount of the proceeds received.<br />
(s) Intangible asset<br />
Intangible asset is stated at cost less accumulated amortisation and accumulated impairment losses, if any.<br />
Intangible asset represents payments made to acquire the technology to manufacture mechanical timers,<br />
select switches and synchronous motor for washing machines. Intangible asset is amortised over a period<br />
of 10 years.<br />
2. Property, plant and equipment<br />
Group<br />
Cost<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and office<br />
equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
Capital work-in-progress<br />
Accumulated depreciation<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and office<br />
equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
Balance at<br />
1.1.2004<br />
RM<br />
6,750,489<br />
420,224<br />
27,103,166<br />
85,264,326<br />
6,365,879<br />
3,714,806<br />
3,434,519<br />
438,517<br />
-<br />
133,491,926<br />
Balance at<br />
1.1.2004<br />
RM<br />
577,943<br />
28,016<br />
3,842,939<br />
49,040,361<br />
3,998,871<br />
2,784,386<br />
1,694,330<br />
319,413<br />
62,286,259<br />
Additions<br />
RM<br />
-<br />
160,488<br />
1,237,715<br />
10,835,899<br />
748,002<br />
-<br />
133,858<br />
2,693,643<br />
6,980,058<br />
22,789,663<br />
Charge for<br />
the year<br />
RM<br />
59,530<br />
27,064<br />
700,804<br />
5,412,659<br />
604,368<br />
278,512<br />
327,212<br />
26,587<br />
7,436,736<br />
Disposals/<br />
Write off<br />
RM<br />
(172,658)<br />
-<br />
(622,005)<br />
(3,392,956)<br />
(34,696)<br />
(699,698)<br />
-<br />
-<br />
-<br />
(4,922,013)<br />
Disposals/<br />
Write off<br />
RM<br />
(22,606)<br />
-<br />
(131,658)<br />
(1,798,667)<br />
(24,350)<br />
(693,310)<br />
-<br />
-<br />
(2,670,591)<br />
Transfers<br />
RM<br />
(5,596,318)<br />
5,596,318<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Transfers<br />
RM<br />
(542,570)<br />
542,570<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Foreign<br />
exchange<br />
difference<br />
RM<br />
(181,513)<br />
-<br />
(290,623)<br />
(1,235,874)<br />
(21,150)<br />
(18,769)<br />
(58,442)<br />
-<br />
-<br />
(1,806,371)<br />
Foreign<br />
exchange<br />
difference<br />
RM<br />
-<br />
-<br />
(38,948)<br />
(399,526)<br />
(9,381)<br />
(6,975)<br />
(18,364)<br />
-<br />
(473,194)<br />
Balance at<br />
31.12.2004<br />
RM<br />
800,000<br />
6,177,030<br />
27,428,253<br />
91,471,395<br />
7,058,035<br />
2,996,339<br />
3,509,935<br />
3,132,160<br />
6,980,058<br />
149,553,205<br />
Balance at<br />
31.12.2004<br />
RM<br />
72,297<br />
597,650<br />
4,373,137<br />
52,254,827<br />
4,569,508<br />
2,362,613<br />
2,003,178<br />
346,000<br />
66,579,210
2. Property, plant and equipment (cont’d)<br />
Net book value<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and office equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
Capital work-in-progress<br />
Company<br />
Cost<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and<br />
office equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
Accumulated depreciation<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and<br />
office equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
Balance at<br />
1.1.2004<br />
RM<br />
2,569,187<br />
-<br />
11,170,879<br />
39,482,666<br />
2,867,136<br />
2,113,546<br />
1,914,926<br />
280,000<br />
60,398,340<br />
Balance at<br />
1.1.2004<br />
RM<br />
272,324<br />
-<br />
1,518,790<br />
21,259,558<br />
1,624,473<br />
1,763,015<br />
867,855<br />
279,999<br />
27,586,014<br />
31.12.2004<br />
RM<br />
727,703<br />
5,579,380<br />
23,055,116<br />
39,216,568<br />
2,488,527<br />
633,726<br />
1,506,757<br />
2,786,160<br />
6,980,058<br />
82,973,995<br />
Additions<br />
RM<br />
-<br />
-<br />
986,742<br />
3,354,266<br />
477,418<br />
-<br />
19,500<br />
-<br />
4,837,926<br />
Charge for<br />
the year<br />
RM<br />
41,141<br />
-<br />
228,606<br />
2,834,748<br />
338,887<br />
155,562<br />
150,790<br />
-<br />
3,749,734<br />
31 December 2004<br />
31.12.2003<br />
RM<br />
6,172,546<br />
392,208<br />
23,260,227<br />
36,223,965<br />
2,367,008<br />
930,420<br />
1,740,189<br />
119,104<br />
-<br />
71,205,667<br />
Disposals<br />
RM<br />
(172,658)<br />
-<br />
(622,005)<br />
-<br />
(7,418)<br />
(644,979)<br />
-<br />
-<br />
(1,447,060)<br />
Disposals<br />
RM<br />
(22,606)<br />
-<br />
(131,658)<br />
-<br />
(7,418)<br />
(644,977)<br />
-<br />
-<br />
(806,659)<br />
Transfers<br />
RM<br />
(1,596,529)<br />
1,596,529<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Transfers<br />
RM<br />
(218,562)<br />
218,562<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
45<br />
Depreciation<br />
Charge<br />
For The<br />
Year Ended<br />
31.12.2003<br />
RM<br />
79,306<br />
7,004<br />
728,699<br />
7,012,643<br />
722,010<br />
289,949<br />
315,987<br />
101,333<br />
-<br />
9,256,931<br />
Balance at<br />
31.12.2004<br />
RM<br />
800,000<br />
1,596,529<br />
11,535,616<br />
42,836,932<br />
3,337,136<br />
1,468,567<br />
1,934,426<br />
280,000<br />
63,789,206<br />
Balance at<br />
31.12.2004<br />
RM<br />
72,297<br />
218,562<br />
1,615,738<br />
24,094,306<br />
1,955,942<br />
1,273,600<br />
1,018,645<br />
279,999<br />
30,529,089
46<br />
Net book value<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
2. Property, plant and equipment (cont’d)<br />
Long term leasehold land<br />
Short term leasehold land<br />
Buildings<br />
Plant and machinery<br />
Furniture, fittings and office equipment<br />
Motor vehicles<br />
Electrical installations<br />
Moulds<br />
31.12.2004<br />
RM<br />
727,703<br />
1,377,967<br />
9,919,878<br />
18,742,626<br />
1,381,194<br />
194,967<br />
915,781<br />
1<br />
33,260,117<br />
31.12.2003<br />
RM<br />
2,296,863<br />
-<br />
9,652,089<br />
18,223,108<br />
1,242,663<br />
350,531<br />
1,047,071<br />
1<br />
32,812,326<br />
Depreciation<br />
Charge<br />
For The<br />
Year Ended<br />
31.12.2003<br />
RM<br />
40,026<br />
-<br />
224,840<br />
2,768,877<br />
305,942<br />
162,977<br />
163,700<br />
81,666<br />
3,748,028<br />
The title deed to the short term leasehold land of the Group amounting to RM329,358 (2003 : RM335,945) has<br />
yet to be issued by the relevant government authority.<br />
Assets under lease and hire purchase<br />
Included in the carrying amount of property, plant and equipment of the Group and of the Company are assets<br />
acquired under lease and hire purchase instalment plans amounting to RM167,780 (2003 : RM401,051).<br />
Security<br />
Certain property, plant and equipment of the Group and of the Company with net book value of RM43,259,020<br />
and RM23,771,514 (2003 : RM45,462,450 and RM32,812,326) respectively are charged to banks for facilities<br />
granted to the Company and certain subsidiaries (see Note 9).<br />
3. Investment in subsidiaries - Company<br />
Unquoted shares<br />
- at Directors' valuation<br />
- at cost<br />
2004<br />
RM<br />
24,183,356<br />
10,779,099<br />
34,962,455<br />
2003<br />
RM<br />
24,183,356<br />
10,779,099<br />
34,962,455
3. Investment in subsidiaries - Company (cont’d)<br />
Luster Manufacturing Sdn. Bhd. ("LMSB")<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
Luster Precision Engineering Sdn. Bhd. ("LPE")<br />
Luster Plastic Industries Sdn. Bhd. ("LPI")<br />
Demand Portfolio Sdn. Bhd. ("DP")<br />
Luster Nakazawa R&D Sdn. Bhd. ("LNSB")<br />
P.T. Luster Indonesia<br />
Luster Electronics (M) Sdn. Bhd. ("LE")<br />
Luster Chi Wo Sdn. Bhd. ("LCW")<br />
Subsidiary of LPI<br />
- Linpower Resources Sdn. Bhd.<br />
Subsidiary of LPE<br />
- Luster Seweon Sdn. Bhd.<br />
Subsidiary of LE<br />
- P.T. Luster Indonesia<br />
31 December 2004<br />
Long term investments in subsidiaries are shown at Directors' valuation based on the net tangible assets value<br />
of the investments in 2001.<br />
Details of the subsidiaries, which are all incorporated in <strong>Malaysia</strong> except for P.T. Luster Indonesia which was<br />
incorporated in Indonesia, are as follows :<br />
Effective<br />
Name of Subsidiaries<br />
equity held Principal Activities<br />
2004 2003<br />
100%<br />
100%<br />
100%<br />
100%<br />
51%<br />
51%<br />
100%<br />
51%<br />
100%<br />
70%<br />
49%<br />
100%<br />
100%<br />
100%<br />
100%<br />
51%<br />
51%<br />
100%<br />
51%<br />
100%<br />
-<br />
49%<br />
All the above subsidiaries except for LCW are not audited by KPMG.<br />
47<br />
Manufacture of precision plastic parts<br />
and components and sub-assembly of<br />
plastic parts and products<br />
Manufacture of high precision parts and<br />
components and sub-assembly of plastic<br />
parts and products<br />
Manufacture of precision plastic parts<br />
and components<br />
Trading in plastic resins and materials<br />
for the production of plastic products<br />
Research and development, design and<br />
manufacture of moulds. The Company<br />
ceased its operations during the financial<br />
year<br />
Printed circuit board assembly and full<br />
assembly of complete products<br />
Investment holding<br />
Design and fabrication of moulds, tools<br />
and dies, including precision moulds<br />
Property investment holding<br />
Design and manufacturing of mechanical<br />
timer, select switches and synchronous<br />
motor<br />
Printed circuit board assembly and full<br />
assembly of complete products
48<br />
3.1 Acquisitions<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
3.1.1 On 12 March 2004, LPE entered into a joint venture agreement with Seweon Elec Mach Ind. Co. Ltd<br />
("SEMICL") for the purpose of designing, developing and manufacturing of mechanical timber, select<br />
switches and synchronous motor for household electrical appliances. Luster Seweon Sdn Bhd was<br />
formed for the purpose of the above joint venture with an initial issued and paid-up share capital of<br />
RM10,000 as at 31 December 2004.<br />
3.1.2 During the financial year ended 31 December 2003, the Company acquired the following subsidiaries :<br />
3.2 Disposal<br />
i) 41.25% of the total issued and paid-up share capital of LPE for a total consideration of RM4,733,400<br />
satisfied by cash payment of RM1,147,491 and issuance of 321,606 new ordinary shares of RM1<br />
each;<br />
ii) 43.07% of the total issued and paid-up share capital of LPI for a total consideration of RM3,179,560<br />
satisfied by the issuance of 285,162 new ordinary shares of RM1 each;<br />
iii) 33.33% of the total issued and paid-up share capital of DP for a total consideration of RM299,558<br />
satisfied by the issuance of 26,866 new ordinary shares of RM1 each;<br />
iv) 100% of the total issued and paid-up share capital of LE for a total consideration of RM1,688,002<br />
satisfied by the issuance of 151,390 new ordinary shares of RM1 each; and<br />
v) 51% of the total issued and paid-up share capital of LCW for a cash consideration of RM966,780.<br />
The above acquisitions were accounted for using the acquisition method of accounting. The acquisition<br />
of the above subsidiaries contributed a loss of RM116,681 to the consolidated results for the financial<br />
year ended 31 December 2003.<br />
During the financial year ended 31 December 2003, the Group disposed of LMould for RM87,773. The<br />
subsidiary contributed a loss of RM1,169 to the consolidated results for the financial year ended 31 December<br />
2003.<br />
The disposal had the following effect on the Group's assets and liabilities at the date of disposal as follows :<br />
Current assets<br />
Current liabilities<br />
Net assets<br />
Gain on disposal<br />
Consideration received<br />
Less: Cash and cash equivalents<br />
Cash flow on disposal, net of cash and cash equivalents disposed<br />
4. Intangible asset - Group<br />
At cost<br />
Less : Amortisation<br />
2004<br />
RM<br />
328,200<br />
(32,820)<br />
295,380<br />
RM<br />
1,369,770<br />
(1,290,309)<br />
79,461<br />
8,312<br />
87,773<br />
(519,572)<br />
(431,799)<br />
2003<br />
RM<br />
-<br />
-<br />
-
5. Inventories, at cost<br />
Raw materials<br />
Work-in-progress<br />
Manufactured inventories<br />
Trading inventories<br />
6. Trade and other receivables<br />
Trade receivables<br />
- Subsidiaries<br />
- Others<br />
Other receivables, deposits<br />
and prepayments<br />
Amount due from subsidiaries<br />
7. Cash and cash equivalents<br />
Deposits with licensed banks<br />
Cash and bank balances<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
2004<br />
RM<br />
12,739,517<br />
2,118,948<br />
4,528,762<br />
57,745<br />
19,444,972<br />
2004<br />
RM<br />
-<br />
23,801,686<br />
23,801,686<br />
13,266,957<br />
-<br />
37,068,643<br />
2004<br />
RM<br />
81,809<br />
8,845,090<br />
8,926,899<br />
Group<br />
31 December 2004<br />
2003<br />
RM<br />
8,710,889<br />
2,395,482<br />
3,602,384<br />
54,369<br />
14,763,124<br />
Group<br />
2003<br />
RM<br />
-<br />
34,527,456<br />
34,527,456<br />
4,037,727<br />
-<br />
38,565,183<br />
Group<br />
2003<br />
RM<br />
7,328,283<br />
3,589,501<br />
10,917,784<br />
49<br />
Company<br />
2004<br />
RM<br />
7,562,400<br />
665,574<br />
1,570,141<br />
-<br />
9,798,115<br />
Company<br />
2004<br />
RM<br />
2,894,333<br />
8,488,037<br />
11,382,370<br />
9,387,098<br />
20,646,780<br />
41,416,248<br />
2003<br />
RM<br />
4,367,312<br />
1,507,529<br />
1,230,236<br />
-<br />
7,105,077<br />
2003<br />
RM<br />
1,648,657<br />
15,145,384<br />
16,794,041<br />
2,777,293<br />
13,690,555<br />
33,261,889<br />
The amount due from subsidiaries is unsecured, has no fixed terms of repayment and is interest-free except for<br />
an amount of RM Nil (2003 : RM1,202,241) bears interest at Nil (2003 : 4.00%) per annum.<br />
Group<br />
Company<br />
2004<br />
RM<br />
-<br />
7,192,216<br />
7,192,216<br />
2003<br />
RM<br />
3,000,000<br />
961,331<br />
3,961,331<br />
Included in the deposits with licensed banks is an amount of RM81,809 (2003 : RM1,000,000) pledged as collateral<br />
for bank facilities granted to certain subsidiaries.
50<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
8. Trade and other payables<br />
Trade payables<br />
- Amount due to subsidiaries<br />
- Others<br />
Other payables<br />
- Amount due to subsidiaries<br />
- Other payables and accruals<br />
Company<br />
2004<br />
RM<br />
-<br />
13,635,436<br />
13,635,436<br />
-<br />
5,341,853<br />
18,977,289<br />
Group<br />
2003<br />
RM<br />
-<br />
15,574,875<br />
15,574,875<br />
-<br />
8,868,238<br />
24,443,113<br />
Company<br />
2004<br />
RM<br />
445,166<br />
7,157,563<br />
7,602,729<br />
8,932,382<br />
2,649,091<br />
19,184,202<br />
The non-trade amount due to subsidiaries is unsecured, interest-free and has no fixed terms of repayment.<br />
9. Borrowings<br />
Current<br />
Bank overdrafts- unsecured<br />
- secured<br />
Bankers' acceptances<br />
- unsecured<br />
- secured<br />
Term loans - secured<br />
Lease/Hire purchase obligations<br />
Non-Current<br />
Term loans - secured<br />
Lease/Hire purchase obligations<br />
2004<br />
RM<br />
183,556<br />
5,468,445<br />
1,298,000<br />
19,389,000<br />
5,616,296<br />
83,398<br />
32,038,695<br />
15,979,194<br />
87,282<br />
16,066,476<br />
Group<br />
2003<br />
RM<br />
-<br />
5,413,450<br />
-<br />
6,084,000<br />
4,973,183<br />
93,104<br />
16,563,737<br />
10,092,344<br />
169,568<br />
10,261,912<br />
Company<br />
2004<br />
RM<br />
-<br />
3,165,542<br />
-<br />
14,464,000<br />
4,578,291<br />
83,398<br />
22,291,231<br />
13,002,924<br />
87,282<br />
13,090,206<br />
2003<br />
RM<br />
17,086<br />
5,800,190<br />
5,817,276<br />
9,694,721<br />
4,956,475<br />
20,468,472<br />
2003<br />
RM<br />
-<br />
3,579,628<br />
-<br />
2,000,000<br />
3,849,917<br />
93,104<br />
9,522,649<br />
8,910,067<br />
169,568<br />
9,079,635<br />
The secured borrowings are secured by fixed and floating charges over the certain assets of the Company and<br />
certain subsidiaries.<br />
Interest on lease/hire purchase obligations is charged at flat rates varying between 4.70% to 6.25% (2003 : 4.70%<br />
to 6.25%) per annum based on the principal sums financed over the periods of the obligations of up to 60 months.<br />
Interest on other borrowings is charged at rates ranging from 1.25% to 2.50% (2003 : 1.25% to 2.50%) per annum<br />
above the respective bankers' prevailing base lending rates or cost of funds as the case may be.
9. Borrowings (cont’d)<br />
Secured term loans are payable as follows :<br />
Analysis of repayments<br />
Within 1 year<br />
From 1 to 2 years<br />
From 2 to 5 years<br />
After 5 years<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
2004<br />
RM<br />
5,616,296<br />
4,588,892<br />
11,390,302<br />
-<br />
21,595,490<br />
Lease/Hire purchase obligations are payable as follows :<br />
Gross amount payable<br />
Less : Interest-in-suspense<br />
Less : Amount payable within 12 months<br />
10. Share capital<br />
Ordinary shares of RM1 each<br />
Authorised :<br />
Balance at beginning of year<br />
Increase during the year<br />
Balance at end of year<br />
Issued and fully paid :<br />
Balance at beginning of year<br />
Acquisition of subsidiaries<br />
Bonus issue<br />
Public issue<br />
ESOS<br />
Balance at end of year<br />
2004<br />
RM<br />
215,816<br />
(45,136)<br />
170,680<br />
(83,398)<br />
87,282<br />
Group<br />
31 December 2004<br />
2003<br />
RM<br />
4,973,183<br />
5,103,521<br />
4,147,887<br />
840,936<br />
15,065,527<br />
Group<br />
2003<br />
RM<br />
330,757<br />
(68,085)<br />
262,672<br />
(93,104)<br />
169,568<br />
51<br />
Company<br />
2004<br />
RM<br />
4,578,291<br />
3,596,479<br />
9,406,445<br />
-<br />
17,581,215<br />
2003<br />
RM<br />
3,849,917<br />
4,137,081<br />
3,932,050<br />
840,936<br />
12,759,984<br />
Company<br />
2004<br />
RM<br />
215,816<br />
(45,136)<br />
170,680<br />
(83,398)<br />
87,282<br />
2004<br />
RM<br />
100,000,000<br />
-<br />
100,000,000<br />
60,627,000<br />
-<br />
-<br />
-<br />
396,000<br />
396,000<br />
61,023,000<br />
2003<br />
RM<br />
330,757<br />
(68,085)<br />
262,672<br />
(93,104)<br />
169,568<br />
2003<br />
RM<br />
5,000,000<br />
95,000,000<br />
100,000,000<br />
4,000,000<br />
785,024<br />
45,294,976<br />
9,920,000<br />
627,000<br />
56,627,000<br />
60,627,000
52<br />
10. Share capital (cont’d)<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
The details of options granted to subscribe for shares which were outstanding as at 31 December 2004 are as<br />
follows:<br />
Option expiry date<br />
The consideration is payable in full on application.<br />
Equity compensation benefits<br />
Share option plan<br />
11.9.2008<br />
11.9.2008<br />
11.9.2008<br />
Exercise price<br />
RM1.40<br />
RM1.65<br />
RM1.55<br />
Number of ordinary shares<br />
3,919,000<br />
122,000<br />
262,000<br />
The Group offers vested share options over ordinary shares to Directors and eligible employees with more than<br />
six months service. Movements in the number of share options held by employees are as follows :<br />
Option price at RM1.40 per ordinary share<br />
Outstanding at 1 January<br />
Granted<br />
Exercised<br />
Lapsed due to resignation<br />
Outstanding at 31 December<br />
Option price at RM1.65 per ordinary share<br />
Outstanding at 1 January<br />
Granted<br />
Exercised<br />
Lapsed due to resignation<br />
Outstanding at 31 December<br />
Option price at RM1.55 per ordinary share<br />
Outstanding at 1 January<br />
Granted<br />
Exercised<br />
Lapsed due to resignation<br />
Outstanding at 31 December<br />
Group and Company<br />
2004<br />
RM<br />
4,663,000<br />
-<br />
(383,000)<br />
(361,000)<br />
3,919,000<br />
-<br />
170,000<br />
(10,000)<br />
(38,000)<br />
122,000<br />
-<br />
295,000<br />
(3,000)<br />
(30,000)<br />
262,000<br />
2003<br />
RM<br />
-<br />
5,290,000<br />
(627,000)<br />
-<br />
4,663,000<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-
10. Share capital (cont’d)<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
Details of share options granted during the year :<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate proceeds if shares are issued (RM'000)<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate proceeds if shares are issued (RM'000)<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate proceeds if shares are issued (RM'000)<br />
Details of share options exercised during the year :<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate issue proceeds (RM'000)<br />
Fair value at date of issue<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate issue proceeds (RM'000)<br />
Fair value at date of issue<br />
Expiry date<br />
Exercise price per ordinary share (RM)<br />
Aggregate issue proceeds (RM'000)<br />
Fair value at date of issue<br />
31 December 2004<br />
53<br />
Group and Company<br />
2004<br />
RM<br />
-<br />
-<br />
-<br />
11.9.2008<br />
1.65<br />
281<br />
11.9.2008<br />
1.55<br />
457<br />
2003<br />
RM<br />
11.9.2008<br />
1.40<br />
7,406<br />
Group and Company<br />
2004<br />
RM<br />
11.9.2008<br />
1.40<br />
536<br />
700<br />
11.9.2008<br />
1.65<br />
17<br />
19<br />
11.9.2008<br />
1.55<br />
5<br />
5<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
2003<br />
RM<br />
11.9.2008<br />
1.40<br />
878<br />
1,096<br />
The Group received proceeds of RM557,350 (2003 : RM877,800) in respect of the 396,000 (2003 : 627,000)<br />
options exercised during the year. RM396,000 (2003 : RM627,000) was credited to share capital and RM161,350<br />
(2003 : RM250,800) was credited to share premium (refer Note 11).<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-
11. Reserves<br />
54<br />
Distributable<br />
Retained profits<br />
Non-Distributable<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
Share premium<br />
Exchange fluctuation reserve<br />
2004<br />
RM<br />
15,850,870<br />
2,273,541<br />
45,567<br />
18,169,978<br />
Group<br />
2003<br />
RM<br />
16,977,333<br />
2,112,191<br />
349,915<br />
19,439,439<br />
Company<br />
2004<br />
RM<br />
7,113,840<br />
2,273,541<br />
-<br />
9,387,381<br />
The non-distributable revaluation reserve represents surplus on revaluation of investments in subsidiaries.<br />
2003<br />
RM<br />
7,665,038<br />
2,112,191<br />
-<br />
9,777,229<br />
The share premium account arose from the public issue, issue of shares to acquire certain subsidiaries net of<br />
share issue expenses and ESOS exercised.<br />
12. Minority interests<br />
This consists of minority shareholders' proportion of share capital and reserves of subsidiaries, net of their share<br />
of subsidiaries' goodwill.<br />
13. Deferred tax<br />
The recognised deferred tax liabilities are as follows :<br />
Property, plant and equipment<br />
2004<br />
RM<br />
3,056,372<br />
No deferred tax has been recognised for the following items :<br />
Taxable temporary differences<br />
Unabsorbed capital allowances<br />
Unutilised tax losses<br />
Group<br />
2003<br />
RM<br />
3,882,586<br />
Company<br />
2004<br />
RM<br />
1,446,504<br />
2004<br />
RM<br />
1,918,000<br />
(1,671,000)<br />
(422,000)<br />
(175,000)<br />
Group<br />
2003<br />
RM<br />
2,271,204<br />
2003<br />
RM<br />
911,000<br />
(1,664,000)<br />
(415,000)<br />
(1,168,000)<br />
The unutilised tax losses, unabsorbed capital allowances and temporary differences do not expire under current<br />
tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable<br />
that future taxable profit will be available against which the Group can utilise the benefits.
14. Revenue<br />
Revenue comprises the following :<br />
Group<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
Invoiced value of goods sold less returns and discounts allowed.<br />
Company<br />
31 December 2004<br />
Invoiced value of goods sold less returns and discounts allowed, management fee and dividend income.<br />
15. Operating profit<br />
Operating profit is arrived at :<br />
After charging:<br />
Auditors' remuneration<br />
Allowance for doubtful debts<br />
Amortisation of intangible asset<br />
Directors' remunerations<br />
- Directors of the Company<br />
- fees<br />
- others<br />
- Other Directors<br />
- fees<br />
- others<br />
Depreciation (Note 2)<br />
Rental of premises<br />
Rental of machinery<br />
Plant and equipment written off<br />
Preliminary expenses written off<br />
Pre-operating expenses written off<br />
Research and development expenditure<br />
Loss on disposal of a subsidiary<br />
Loss on foreign exchange<br />
- realised<br />
- unrealised<br />
and crediting :<br />
Bad debts recovered<br />
Realised gain on foreign exchange<br />
Rental income<br />
Dividend income<br />
- subsidiaries<br />
Interest income<br />
- subsidiaries<br />
- others<br />
Gain on disposal of property,<br />
plant and equipment<br />
Management fee<br />
Gain on disposal of a subsidiary<br />
Exceptional item<br />
- Negative goodwill recognised<br />
2004<br />
RM<br />
84,200<br />
4,550<br />
32,820<br />
180,000<br />
1,377,200<br />
-<br />
270,918<br />
7,436,736<br />
504,323<br />
51,650<br />
966<br />
2,500<br />
92,980<br />
-<br />
-<br />
7,902<br />
860,638<br />
-<br />
-<br />
76,000<br />
-<br />
-<br />
16,803<br />
458,005<br />
18,000<br />
-<br />
-<br />
Group<br />
2003<br />
RM<br />
87,950<br />
-<br />
-<br />
141,000<br />
1,370,600<br />
120,000<br />
297,402<br />
9,256,931<br />
755,681<br />
42,600<br />
791<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
459,631<br />
111,388<br />
96,000<br />
-<br />
-<br />
104,970<br />
279,758<br />
-<br />
8,312<br />
1,572,389<br />
55<br />
Company<br />
2004<br />
RM<br />
23,000<br />
-<br />
-<br />
180,000<br />
1,037,200<br />
-<br />
-<br />
3,749,734<br />
277,198<br />
27,550<br />
-<br />
-<br />
-<br />
156,000<br />
-<br />
-<br />
-<br />
-<br />
16,608<br />
-<br />
-<br />
-<br />
5,153<br />
359,599<br />
315,000<br />
-<br />
-<br />
2003<br />
RM<br />
23,000<br />
-<br />
-<br />
105,000<br />
998,600<br />
-<br />
-<br />
3,748,028<br />
281,589<br />
42,600<br />
161<br />
-<br />
-<br />
312,000<br />
428<br />
-<br />
-<br />
459,631<br />
95,637<br />
-<br />
1,000,000<br />
45,555<br />
31,993<br />
135,798<br />
276,000<br />
-<br />
-
56<br />
16. Employee information<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
Staff costs (including executive Directors)<br />
2004<br />
RM<br />
27,289,915<br />
Group<br />
2003<br />
RM<br />
29,101,027<br />
14,677,607<br />
Company<br />
2004<br />
RM<br />
2003<br />
RM<br />
16,004,310<br />
The number of employees of the Group and of the Company (including executive Directors) at the end of the year<br />
was 2,346 (2003 : 2,468) and 1,339 (2003 : 1,417) respectively.<br />
Staff costs of the Group and of the Company include contributions to the Employees' Provident Fund of RM1,662,985<br />
(2003 : RM1,675,821) and RM1,080,618 (2003 : RM1,039,013) respectively.<br />
17. Finance costs<br />
Interest paid and payable :<br />
- Bank overdrafts<br />
- Bankers' acceptances<br />
- Term loans<br />
- Lease/Hire purchase<br />
- Others<br />
18. Tax expense<br />
Current tax expense<br />
- based on results for the year<br />
- prior years<br />
Deferred tax expense<br />
- origination and reversal of<br />
temporary differences<br />
- prior years<br />
2004<br />
RM<br />
148,016<br />
590,034<br />
981,732<br />
22,949<br />
2,333<br />
1,745,064<br />
2004<br />
RM<br />
529,547<br />
(204,694)<br />
324,853<br />
143,701<br />
(969,915)<br />
(826,214)<br />
(501,361)<br />
Group<br />
2003<br />
RM<br />
74,703<br />
398,101<br />
1,300,224<br />
108,431<br />
22,595<br />
Group<br />
1,904,054<br />
2003<br />
RM<br />
2,047,614<br />
111,788<br />
2,159,402<br />
1,063,347<br />
(1,440,746)<br />
(377,399)<br />
1,782,003<br />
Company<br />
2004<br />
RM<br />
83,504<br />
425,152<br />
793,768<br />
22,949<br />
-<br />
1,325,373<br />
Company<br />
2004<br />
RM<br />
216,621<br />
(225,178)<br />
(8,557)<br />
145,351<br />
(970,051)<br />
(824,700)<br />
(833,257)<br />
2003<br />
RM<br />
30,446<br />
200,030<br />
1,075,076<br />
31,854<br />
157<br />
1,337,563<br />
2003<br />
RM<br />
780,614<br />
-<br />
780,614<br />
1,021,488<br />
(1,346,284)<br />
(324,796)<br />
455,818
18. Tax expense (cont’d)<br />
Reconciliation of effective tax expense<br />
Profit before tax<br />
Income tax using <strong>Malaysia</strong>n tax rate<br />
Non-deductible expense<br />
Effect of tax incentives<br />
Deferred tax assets not recognised<br />
Tax exempt income<br />
Others<br />
Over provision in prior years<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
2004<br />
RM<br />
381,473<br />
65,643<br />
604,846<br />
(556,913)<br />
668,286<br />
(141,502)<br />
32,888<br />
673,248<br />
(1,174,609)<br />
(501,361)<br />
Group<br />
31 December 2004<br />
2003<br />
RM<br />
13,857,133<br />
3,572,134<br />
372,265<br />
(444,355)<br />
16,248<br />
(405,331)<br />
-<br />
3,110,961<br />
(1,328,958)<br />
1,782,003<br />
Subject to agreement with the Inland Revenue Board, the Company has sufficient :<br />
i) Section 108 tax credit to frank its entire retained profits; and<br />
ii) exempt income to distribute approximately RM5.0 million of its retained profits;<br />
at balance sheet date if paid out as dividends.<br />
19. Earnings per share - Group<br />
Basic earning per share<br />
57<br />
Company<br />
2004<br />
RM<br />
809,169<br />
226,567<br />
686,766<br />
(502,083)<br />
-<br />
(63,595)<br />
14,317<br />
361,972<br />
(1,195,229)<br />
(833,257)<br />
2003<br />
RM<br />
6,409,284<br />
1,794,600<br />
108,535<br />
(101,033)<br />
-<br />
-<br />
-<br />
1,802,102<br />
(1,346,284)<br />
455,818<br />
The calculation of basic earnings per ordinary share is based on the net profit attributable to ordinary shareholders<br />
of RM1,067,161 (2003 : RM12,173,896) and on the weighted average number of ordinary shares outstanding<br />
during the year of 60,880,093 (2003 : 53,075,309) calculated as follows :<br />
Weighed average number of ordinary shares<br />
Issued ordinary shares at beginning of year<br />
Effect of shares issued for acquisition of subsidiaries<br />
Effect of bonus issue<br />
Effect of public issue<br />
Effect of share options<br />
Weighted average number of ordinary shares<br />
2004<br />
60,627,000<br />
-<br />
-<br />
-<br />
253,093<br />
60,880,093<br />
2003<br />
4,000,000<br />
591,456<br />
45,294,976<br />
3,043,945<br />
144,932<br />
53,075,309
58<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
19. Earnings per share - Group (cont’d)<br />
Diluted earnings per share<br />
The calculation of diluted earnings per ordinary share is based on the net profit attributable to ordinary shareholders<br />
of RM1,067,161 (2003 : RM12,173,896) and on the weighted average number of ordinary shares outstanding<br />
during the year of 61,668,064 (2003 : 56,589,813) calculated as follows :<br />
Weighed average number of ordinary shares<br />
Weighed average number of ordinary shares as above<br />
Effect of share options<br />
Weighted average number of ordinary shares (diluted)<br />
20. Dividend<br />
Dividend paid :<br />
2004<br />
60,880,093<br />
787,971<br />
61,668,064<br />
2004<br />
RM<br />
2003<br />
53,075,309<br />
3,514,504<br />
56,589,813<br />
Group/Company<br />
Final dividend of 5% less 28% tax in respect of<br />
year ended 31 December 2003 2,193,624 -<br />
The proposed final dividend of 1% less 28% tax in respect of the year ended 31 December 2004 has not been<br />
accounted for in the financial statements.<br />
21. Related parties - Group/Company<br />
21.1 Related party relationships<br />
i) Companies controlled by the Company as disclosed in Note 3.<br />
ii) Companies in which Mr Lim See Chea and Mr Lim See Hua are deemed to have substantial financial<br />
interests:<br />
- Durachem (Penang) Sdn Bhd ("DSB")<br />
- Exzone Plastic Manufacturers Sdn Bhd ("Exzone")<br />
- KK Evergreen Sdn Bhd ("KK Evergreen")<br />
iii) Key management personnel of the Group<br />
- Abdul Gafoor @ Abdul Gafoor Khan<br />
- Lim See Chea<br />
- Lim See Hua<br />
- Chiang Chong Kooi<br />
- Hang Kok Long<br />
- Fong Swee Hin<br />
2003<br />
RM
21. Related parties - Group/Company (cont’d)<br />
21.2 Related party transactions<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
21.2.1 There were no transactions with the Directors and key management personnel other than the<br />
following:<br />
i) Remuneration package paid to them in accordance with the terms and conditions of their<br />
appointment.<br />
ii) Share options granted to key management personnel<br />
The share options given to key management personnel under the same terms and conditions<br />
as those offered to other employees of the Group pursuant to the ESOS.<br />
21.2.2 Transactions with subsidiaries:<br />
Company<br />
Sales<br />
Purchases<br />
Management fee receivable<br />
Dividend income (net)<br />
Mould modification expense<br />
Research and development expenditure<br />
2004<br />
RM<br />
4,109,520<br />
3,761,767<br />
297,000<br />
-<br />
-<br />
156,000<br />
59<br />
2003<br />
RM<br />
5,674,673<br />
5,374,021<br />
276,000<br />
720,000<br />
904,389<br />
312,000<br />
21.2.3 The Group's transactions with companies in which certain Directors have substantial financial<br />
interests:<br />
Purchases :<br />
DSB<br />
Exzone<br />
KK Evergreen<br />
Sales :<br />
Exzone<br />
KK Evergreen<br />
2004<br />
RM<br />
1,682,752<br />
-<br />
1,739,539<br />
197,518<br />
1,198,121<br />
2003<br />
RM<br />
3,303,322<br />
140,221<br />
601,952<br />
The Directors of the Company are of the opinion that the above transactions were entered into<br />
the normal course of business and the terms of which have been established on a negotiated<br />
basis.<br />
21.2.4 The non-trade balances with subsidiaries are disclosed in Notes 6 and 8 respectively.<br />
-<br />
-
60<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
22. Contingent liability, unsecured - Company<br />
Corporate guarantees issued for hire purchase/leasing and credit facilities<br />
granted to certain subsidiaries<br />
Amount of hire purchase/leasing and credit facilities draw down by the<br />
subsidiaries concerned and outstanding at end of year<br />
23. Commitments<br />
Property, plant and equipment<br />
Approved but not contracted for in<br />
the financial statements<br />
Investment commitment<br />
Contracted but not provided for<br />
24. Segment information - Group<br />
2004<br />
RM’000<br />
3,811<br />
13,673<br />
Group<br />
2003<br />
RM’000<br />
-<br />
-<br />
2004<br />
RM’000<br />
45,916<br />
14,347<br />
2004<br />
RM’000<br />
Company<br />
-<br />
10,450<br />
2003<br />
RM’000<br />
18,089<br />
5,739<br />
2003<br />
RM’000<br />
Segmental information is presented in respect of the Group's business and geographical segments. The primary<br />
format, business segments, is based on the Group's management and internal reporting structure.<br />
Segmental results, assets and liabilities include items directly attributable to a segment as well as those can be<br />
allocated on a reasonable basis.<br />
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are<br />
expected to be used for more than one period.<br />
Business segments<br />
The Group's business segment comprise mainly the manufacture, assembly and sale of printed circuit boards,<br />
plastic component parts and electronic parts for the semiconductor and electronics industries.<br />
Business segmental information has not been prepared as all the Group's revenue, operating profit, assets<br />
employed, liabilities, capital expenditure, depreciation and amortisation and non cash expenses are mainly<br />
confined to one business segment.<br />
Geographical segments<br />
In presenting information on the basis of geographical segments, segment revenue is based on the geographical<br />
location of customers. Segment assets are also based on the geographical location of the assets.<br />
-<br />
-
24. Segment information - Group (cont’d)<br />
2004<br />
Revenue from external customers by<br />
location of customers<br />
Segment assets by location of assets<br />
Capital expenditure by location of assets<br />
2003<br />
Revenue from external customers by<br />
location of customers<br />
Segment assets by location of assets<br />
Capital expenditure by location of assets<br />
25. Financial instruments<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
Financial risk management objectives and policies<br />
<strong>Malaysia</strong><br />
RM<br />
126,762,000<br />
131,439,502<br />
18,355,396<br />
142,365,692<br />
119,737,068<br />
3,780,541<br />
Indonesia<br />
RM<br />
4,230,340<br />
17,270,387<br />
4,434,267<br />
2,823,475<br />
15,714,690<br />
1,718,024<br />
31 December 2004<br />
Eliminations<br />
RM<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
61<br />
Consolidated<br />
RM<br />
130,992,340<br />
148,709,889<br />
22,789,663<br />
145,189,167<br />
135,451,758<br />
5,498,565<br />
Exposure to credit, interest rate, foreign currency and liquidity risk arises in the normal course of the Group's<br />
and Company's business.<br />
Credit risk<br />
Exposure to credit risk is monitored on an ongoing basis.<br />
At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit<br />
risk of the Group and the Company are represented by the carrying amount of each financial asset.<br />
Interest rate risk<br />
The Group and the Company managed the interest rate risk by having a combination of fixed and floating rates<br />
of their borrowings. The objectives for the mix between fixed and floating rate borrowings are set to reduce the<br />
impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.<br />
Foreign currency risk<br />
The Group and the Company incur foreign currency risk on sales, purchases and borrowings that are denominated<br />
in a currency other than Ringgit <strong>Malaysia</strong>. The currency giving rise to this risk is primarily the US dollars.<br />
Liquidity risk<br />
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by management to<br />
finance the Group's operations and to mitigate the effects of fluctuations in cash flows.<br />
Effective interest rates and repricing analysis<br />
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates<br />
their effective interest rates at the balance sheet date and the periods in which they reprice or mature, whichever<br />
is earlier.
62<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
25. Financial instruments (cont’d)<br />
Group<br />
2004<br />
Financial asset<br />
Deposits with licensed banks<br />
Group<br />
Financial liabilities<br />
Bank overdrafts<br />
Bankers' acceptances<br />
Term loans<br />
2003<br />
Financial assets<br />
Deposits with licensed banks<br />
Financial liabilities<br />
Bank overdrafts<br />
Bankers' acceptances<br />
Term loans<br />
Company<br />
2004<br />
Financial liabilities<br />
Bank overdrafts<br />
Bankers' acceptances<br />
Term loans<br />
2003<br />
Financial assets<br />
Deposit with licensed banks<br />
Amount due from subsidiaries<br />
Financial liabilities<br />
Bank overdrafts<br />
Bankers' acceptances<br />
Term loans<br />
Effective<br />
interest rates<br />
per annum<br />
%<br />
3.50<br />
7.38<br />
3.40<br />
4.37<br />
3.00<br />
7.70<br />
3.82<br />
6.85<br />
7.38<br />
3.60<br />
3.74<br />
2.33<br />
4.00<br />
7.63<br />
3.75<br />
7.25<br />
Total<br />
RM<br />
81,809<br />
5,652,001<br />
20,687,000<br />
21,595,490<br />
7,328,283<br />
5,413,450<br />
6,084,000<br />
15,065,527<br />
3,165,542<br />
14,464,000<br />
17,581,215<br />
3,000,000<br />
1,202,241<br />
3,579,628<br />
2,000,000<br />
12,759,984<br />
Within<br />
1 year<br />
RM<br />
81,809<br />
5,652,001<br />
20,687,000<br />
21,489,008<br />
7,328,283<br />
5,413,450<br />
6,084,000<br />
15,065,527<br />
3,165,542<br />
14,464,000<br />
17,474,733<br />
3,000,000<br />
1,202,241<br />
3,579,628<br />
2,000,000<br />
12,759,984<br />
1 - 5<br />
years<br />
RM<br />
-<br />
-<br />
-<br />
106,482<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
106,482<br />
-<br />
-<br />
-<br />
-<br />
-
25. Financial instruments (cont’d)<br />
Fair values<br />
Recognised financial instruments<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
In respect of cash and cash equivalents, trade and other receivables, trade and other payables and short term<br />
borrowings, the carrying amounts approximate fair value due to the relatively short term nature of these financial<br />
instruments.<br />
It is not practicable to estimate the fair value of the term loans due to the lack of information on discount rate<br />
and the inability to estimate the fair value without incurring excessive costs. However, the Directors believe that<br />
there is no significant difference between the fair value and the book value of the term loans.<br />
26. Significant events during the financial year<br />
During the financial year, the Company completed the following events:<br />
i) On 12 March 2004, Luster Precision Engineering Sdn. Bhd. ("LPE"), a subsidiary of the Company entered<br />
into a joint venture agreement with Seweon Elec Mach Ind. Co. Ltd ("SEMICL") for the setting up of a jointventure<br />
company, Luster Seweon Sdn. Bhd. ("LSSB") for the purposes of designing, developing and<br />
manufacturing of mechanical timber, select switches and synchronous motor for household electrical<br />
appliances with the shareholding of the joint-venture company held by LPE and SEMICL in the percentage<br />
of 70% and 30% respectively.<br />
The authorised share capital of LSSB is RM5,000,000 and the proposed initial issued and paid-up capital<br />
for the first year of its operation is RM4,623,000 comprising 4,623,000 ordinary shares to be subscribed in<br />
cash and non-cash consideration. As at 31 December 2004, the issued and paid-up share capital of LSSB<br />
is RM10,000.<br />
ii) On 2 January 2004, a second offer of the ESOS amounting to 170,000 shares at RM1.65 per share was<br />
granted to the eligible Directors and employees of the Group.<br />
iii) On 1 July 2004, a third offer of the ESOS amounting to 295,000 shares at RM1.55 per share was granted<br />
to the eligible Directors and employees of the Group.<br />
iv) Luster Industries Bhd. ("LIB") had on 10 September 2004 entered into a Conditional Share Sale Agreement<br />
("SSA") with the shareholders of Mctronic Industries Sdn. Bhd. ("MISB") to acquire 480,000 ordinary shares<br />
of RM1 each representing 80% of the issued and paid-up share capital of MISB for a total cash consideration<br />
of RM11,000,000.<br />
The acquisition was completed on 27 January 2005.<br />
63
64<br />
NOTES TO THE FINANCIAL STATEMENTS (Cont’d)<br />
31 December 2004<br />
27. Events subsequent to balance sheet date<br />
i). On 3 February 2005, Luster Manufacturing Sdn. Bhd., a wholly-owned subsidiary of the Company, incorporated<br />
a wholly-owned subsidiary in Singapore under a registered name of Millennium Environment (Asia Pacific)<br />
Pte. Ltd. ("MEAP"). MEAP's principal activities are engineering, manufacturing, facility designing, construction<br />
management and distribution of waste disposal equipment. The authorised capital of MEAP is SGD2,000,000<br />
divided into 2,000,000 ordinary shares of SGD1.00 each. MEAP's issued and paid-up capital is SGD2.00<br />
divided into 2 ordinary shares of SGD1.00 each.<br />
ii) Millennium Environment (Asia Pacific) Pte. Ltd., a wholly-owned subsidiary of Luster Manufacturing Sdn.<br />
Bhd. ("LMSB"), had on 21 February 2005 incorporated a wholly-owned subsidiary in Singapore under the<br />
registered name of MEA Environment (Asia Pacific) Pte. Ltd. ("MEA"). LMSB is a wholly-owned subsidiary<br />
of LIB. MEA's principal activities are engineering, manufacturing, facility designing, construction management<br />
and distribution of waste disposal equipment. The authorised capital of MEA is SGD2,000,000 divided into<br />
2,000,000 ordinary shares of SGD1 each. MEA's issued and paid-up capital is SGD2.00 divided into 2<br />
ordinary shares of SGD1.00 each.<br />
iii) On 1 April 2005, LIB announced that it desirous to purchase a shelf-company in British Virgin Island named<br />
Mature Step International Ltd. and will change its name to Luster International Pte. Ltd. ("LIPL") subsequently.<br />
The intended principal activity of LIPL is investment holding and the proposed authorised capital is USD50,000<br />
divided into 50,000 ordinary shares at USD1.00 each. The initial proposed issued and paid-up capital of<br />
LIPL is USD2.00 divided into 2 ordinary shares at USD1.00 each.<br />
iv) Mctronic Industries Sdn. Bhd. ("MISB"), a 80% owned subsidiary of the Company had on 6 April 2005<br />
acquired a wholly-owned subsidiary in <strong>Malaysia</strong> under the registered name of Mctronic Plastic Sdn. Bhd.<br />
("MPSB"). MPSB is dormant and its intended principal activities are manufacturing and dealer in plastic<br />
products. The authorised capital of MPSB is RM100,000 divided into 100,000 ordinary shares of RM1.00<br />
each. MPSB's issued and paid-up capital is RM2.00 divided into 2 ordinary shares of RM1.00 each.<br />
v) On 1 April 2005, LIB provided a Corporate Guarantee of RM8.81 million in favour of RHB Bank Berhad in<br />
respect of banking facilities granted to a subsidiary of the Company, MISB for its expansion and working<br />
capital.
Luster Industries Bhd<br />
Lot 58, Bakar Arang Industrial Estate<br />
08000 Sungai Petani,<br />
KEDAH<br />
Lot 59, Bakar Arang Industrial Estate<br />
08000 Sungai Petani,<br />
KEDAH<br />
Lot 49, Bakar Arang Industrial Estate<br />
08000 Sungai Petani,<br />
KEDAH<br />
Lot 50, Bakar Arang Industrial Estate<br />
08000 Sungai Petani,<br />
KEDAH<br />
Luster Precision Engineering S/B<br />
Plot 36, Jalan PKNK Utama<br />
Kawasan Perusahaan Sungai Petani<br />
08000 Sungai Petani<br />
KEDAH<br />
Plot 37, Jalan PKNK Utama<br />
Kawasan Perusahaan Sungai Petani<br />
08000 Sungai Petani<br />
KEDAH<br />
Lot 38, Phase I<br />
Bakar Arang Industrial Estate<br />
08000 Sungai Petani<br />
KEDAH<br />
Luster Manufacturing S/B<br />
Plot 226, Jalan PKNK Utama<br />
Kawasan Perusahaan Sungai Petani<br />
08000 Sungai Petani<br />
KEDAH<br />
Luster Seweon S/B<br />
Plot 65, Jalan PKNK 1/6<br />
Kawasan Perusahaan Sungai Petani<br />
08000 Sungai Petani<br />
KEDAH<br />
Plot 66, Jalan PKNK 1/6<br />
Kaw Perusahaan Sg Petani<br />
08000 Sungai Petani<br />
KEDAH<br />
Description<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Land<br />
Area (M 2 )<br />
10,522<br />
13,355<br />
12,140<br />
9,308<br />
7,426<br />
6,475<br />
693<br />
7,854<br />
1,870<br />
1,947<br />
LIST OF PROPERTIES<br />
Built-up<br />
Area (M 2 ) Tenure<br />
6,386<br />
4,413<br />
3,403<br />
7,591<br />
4,121<br />
2,543<br />
216<br />
4,050<br />
802<br />
802<br />
Leasehold period<br />
for 60 years<br />
expire on 2049<br />
Leasehold period<br />
for 60 years<br />
expire on 2055<br />
Leasehold period<br />
for 60 years<br />
expire on 2042<br />
Leasehold period<br />
for 60 years<br />
expire on 2042<br />
Leasehold period<br />
for 60 years<br />
expire on 2052<br />
Leasehold period<br />
for 60 years<br />
expire on 2052<br />
Leasehold period<br />
for 60 years<br />
expire on 2043<br />
Leasehold period<br />
for 60 years<br />
expire on 2052<br />
Leasehold period<br />
for 60 years<br />
expire on 2052<br />
Leasehold period<br />
for 60 years<br />
expire on 2052<br />
65<br />
Date of<br />
Acquisition/<br />
Revaluation*<br />
(Age of<br />
Building)<br />
1991<br />
13<br />
2000*<br />
9<br />
1994*<br />
11<br />
2001*<br />
22<br />
2000*<br />
9<br />
2000*<br />
9<br />
1992<br />
21<br />
2000*<br />
12<br />
1997*<br />
7<br />
1997*<br />
7<br />
NBV@<br />
31.12.2004<br />
RM<br />
1,940,576<br />
3,379,742<br />
1,565,074<br />
5,140,156<br />
2,135,606<br />
3,545,767<br />
369,975<br />
2,526,539<br />
764,889<br />
764,889
66<br />
Linpower Resources S/B<br />
Lot 5&6, Fasa 4<br />
Kawasan Perusahaan Sungai Petani<br />
08000 Sungai Petani,<br />
KEDAH<br />
Luster Chi Wo S/B<br />
Lot 7, Kawasan MIEL, Phase V<br />
Bakar Arang Industrial Estate,<br />
08000 Sungai Petani,<br />
KEDAH<br />
Lot 8, Kawasan MIEL, Phase V<br />
Bakar Arang Industrial Estate,<br />
08000 Sungai Petani,<br />
KEDAH<br />
PT Luster Indonesia<br />
Komp. Industri Sarana Terpadu,<br />
Jalan Industri Km2,<br />
Desa Pasir Gombang,<br />
Kec. Lemah Abang,<br />
Cikarang - Bekasi 17530,<br />
Indonesia<br />
LIST OF PROPERTIES (Cont’d)<br />
Description<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Leasehold land<br />
Factory Building<br />
Land<br />
Area (M 2 )<br />
5,980<br />
1,470<br />
1,319<br />
29,245<br />
Built-up<br />
Area (M 2 ) Tenure<br />
3,965<br />
637<br />
637<br />
3,168<br />
Leasehold period<br />
for 60 years<br />
expire on 2053<br />
Leasehold period<br />
for 60 years<br />
expire on 2046<br />
Leasehold period<br />
for 60 years<br />
expire on 2046<br />
Leasehold perod<br />
for 20 years<br />
expire on 2014<br />
Date of<br />
Acquisition/<br />
Revaluation*<br />
(Age of<br />
Building)<br />
1997*<br />
8<br />
1999<br />
8<br />
1999<br />
8<br />
2000<br />
4<br />
NBV@<br />
31.12.2004<br />
RM<br />
2,002,953<br />
618,157<br />
618,157<br />
3,910,308
Authorised share capital<br />
Issued and fully paid-up capital<br />
Class of share<br />
Voting rights<br />
Size of<br />
Holdings<br />
Less than 100<br />
100 - 1,000<br />
1,001 - 10,000<br />
10,001 - 100,000<br />
100,001 - 3,059,149<br />
3,059,150 - 61,183,000<br />
TOTAL<br />
ANALYSIS OF SHAREHOLDINGS<br />
as at 6 May 2005<br />
: RM100,000,000<br />
: RM61,183,000<br />
: Ordinary shares of RM1 each<br />
: On a show of hands - one vote for every shareholder<br />
: On a poll - one vote for every ordinary share held<br />
STATEMENT OF DIRECTORS' SHAREHOLDINGS As at 6 May 2005<br />
The Company<br />
1 Lim See Chea<br />
2 Lim See Hua<br />
3 Chatar Singh A/L Santa Singh<br />
4 Fong Swee Hin<br />
5 Hang Kok Long<br />
6 Chiang Chong Kooi<br />
7 Abdul Gafoor @ Gafoor Khan<br />
8 Tengku Sepachendra Tengku Abdul Rashid<br />
9 Tunku Dato' Dr. Ismail Bin Tunku Mohammad Jewa<br />
Direct<br />
Interest<br />
131,000<br />
728,536<br />
-<br />
10,000<br />
51,000<br />
75,000<br />
10,000<br />
9,000<br />
9,000<br />
SUBSTANTIAL SHAREHOLDERS AS PER REGISTER OF SUBSTANTIAL SHAREHOLDERS As at 6 May 2005<br />
Name<br />
1 Luster Holdings Sdn. Bhd.<br />
2 Allianz Life Insurance <strong>Malaysia</strong> Berhad<br />
3 Allianz General Insurance <strong>Malaysia</strong> Berhad<br />
4 Allianz Aktiengesellschaft<br />
5 Lim See Chea<br />
6 Gey Ah Sang @ Lee Ah Sim<br />
Direct<br />
Interest<br />
28,020,000<br />
7,332,450<br />
3,029,350<br />
-<br />
131,000<br />
8,000<br />
No of<br />
Depositors<br />
Note : * Deemed interest by virtue of holding more than 15% in the shares of Luster Holdings Sdn Bhd.<br />
** Deemed interest by virtue of holding more than 15% in the shares of Allianz Life Insurance <strong>Malaysia</strong> Berhad<br />
*** Deemed interest by virtue of holding more than 15% in the shares of Allianz Life Insurance <strong>Malaysia</strong> Berhad<br />
and also holding more than 15% in the shares of Allianz General Insurance <strong>Malaysia</strong> Bhd<br />
%<br />
0.21<br />
1.19<br />
-<br />
0.02<br />
0.08<br />
0.12<br />
0.02<br />
0.01<br />
0.01<br />
% of Issued<br />
Capital<br />
45.80<br />
11.98<br />
4.95<br />
-<br />
0.21<br />
0.01<br />
67<br />
Indirect<br />
Interest<br />
28,020,000 *<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
Note : By virtue of his interest of more than 15% in the Ordinary Shares of the Company, Lim See Chea is also deemed<br />
to have interest in the Ordinary Shares of all the subsidiaries to the extent that the Company has an interest.<br />
* Deemed interest by virtue of holding more than 15% in the shares of Luster Holdings Sdn. Bhd.<br />
8<br />
342<br />
369<br />
76<br />
37<br />
2<br />
834<br />
No of<br />
Shares<br />
Held<br />
373<br />
324,469<br />
1,589,800<br />
2,470,568<br />
21,453,540<br />
35,344,250<br />
61,183,000<br />
Indirect<br />
Interest<br />
-<br />
-<br />
7,332,450 **<br />
10,353,300 ***<br />
28,020,000 *<br />
28,020,000 *<br />
% of<br />
Issued<br />
Capital<br />
0.0006<br />
0.5303<br />
2.5984<br />
4.038<br />
35.0645<br />
57.7681<br />
100<br />
%<br />
45.80<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
-<br />
% of Issued<br />
Capital<br />
-<br />
-<br />
11.98<br />
16.92<br />
45.80<br />
45.80
68<br />
ANALYSIS OF SHAREHOLDINGS (Cont’d)<br />
as at 6 May 2005<br />
LIST OF TOP 30 DEPOSITORS AS AT 06 MAY 2005<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
8<br />
9<br />
10<br />
11<br />
12<br />
13<br />
14<br />
15<br />
16<br />
17<br />
18<br />
19<br />
20<br />
21<br />
22<br />
23<br />
24<br />
25<br />
26<br />
27<br />
28<br />
29<br />
30<br />
NAME<br />
<strong>LUSTER</strong> HOLDINGS SDN <strong>BHD</strong><br />
ALLIANZ LIFE INSURANCE MALAYSIA BERHAD<br />
ALLIANZ GENERAL INSURANCE MALAYSIA BERHAD<br />
CIMSEC NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
CIMB FOR ONG ENG DEE (PB RETAIL BANKING)<br />
HSBC NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
HSBC (M) TRUSTEE <strong>BHD</strong> FOR AMCUMULATIVE GROWTH (3639)<br />
AMANAH RAYA NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
AMANAH SAHAM BANK SIMPANAN NASIONAL<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
EMPLOYEES PROVIDENT FUND BOARD (A/C1)<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
AMFINANCE BERHAD<br />
PERBADANAN NASIONAL BERHAD<br />
GOOI TZE LING<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
AMMERCHANT BANK BERHAD<br />
LIM SEE HUA<br />
AMANAH RAYA BERHAD<br />
AMITTIKAL<br />
KOEK TIANG KUNG<br />
KOH YOKE CHAI<br />
WONG YOKE FONG @ WONG NYOK FING<br />
OOI PEY WONG<br />
CHOW SWEE CHENG<br />
GOH HOWA MING<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
AMBANK BERHAD<br />
HEW SIEW PIN<br />
CHAN MOON THIAM<br />
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD<br />
MALAYSIAN TRUSTEES BERHAD FOR ALLIANCE VISION FUND<br />
GAN BENG LUAN<br />
MALAYSIAN TRUSTEES BERHAD<br />
PACIFICMAS ASSET MANAGEMENT SDN <strong>BHD</strong> FOR<br />
PACIFICMAS FIDELITY SDN <strong>BHD</strong><br />
MALAYSIAN TRUSTEES BERHAD<br />
PACIFICMAS ASSET MANAGEMENT SDN <strong>BHD</strong> FOR PACIFICMAS BERHAD<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
YAYASAN PAHANG<br />
AM NOMINEES (TEMPATAN) SDN <strong>BHD</strong><br />
KUMPULAN WANG SIMPANAN GURU-GURU<br />
LIM LAY KHIM<br />
LIM SEE CHEA<br />
Normal<br />
Holdings<br />
28,020,000<br />
7,324,250<br />
3,029,350<br />
2,916,654<br />
2,431,800<br />
1,273,100<br />
998,000<br />
978,500<br />
947,400<br />
848,800<br />
776,900<br />
728,536<br />
631,000<br />
618,400<br />
600,000<br />
582,000<br />
315,000<br />
300,000<br />
299,400<br />
274,700<br />
248,000<br />
227,000<br />
215,000<br />
205,000<br />
200,000<br />
176,000<br />
161,800<br />
153,000<br />
150,000<br />
131,000<br />
55,760,590<br />
Holdings<br />
%<br />
45.797<br />
11.971<br />
4.9513<br />
4.7671<br />
3.9746<br />
2.0808<br />
1.6312<br />
1.5993<br />
1.5485<br />
1.3873<br />
1.2698<br />
1.1907<br />
1.0313<br />
1.0107<br />
0.9807<br />
0.9512<br />
0.5148<br />
0.4903<br />
0.4894<br />
0.449<br />
0.4053<br />
0.371<br />
0.3514<br />
0.3351<br />
0.3269<br />
0.2877<br />
0.2644<br />
0.2501<br />
0.2452<br />
0.2141<br />
91.1374
NOTICE OF ANNUAL GENERAL MEETING<br />
NOTICE IS HEREBY GIVEN that the Eighteenth Annual General Meeting of the Company will be held at Saujana<br />
Lounge, Penang Golf Resort, 1687 Jalan Bertam, 13200 Kepala Batas, Pulau Pinang on Thursday, 30 June 2005 at<br />
9.30 a.m. to transact the following business:<br />
1.<br />
2.<br />
3.<br />
4.<br />
5.<br />
6.<br />
7.<br />
To receive and adopt the Financial Statements for the year ended 31 December 2004<br />
and the Reports of Directors and Auditors thereon.<br />
To re-elect the following directors who retire pursuant to Article 133 of the Company's<br />
Articles of Association :-<br />
i) Fong Swee Hin<br />
ii) Abdul Gafoor @ Abdul Gafoor Khan<br />
iii) Chatar Singh A/L Santa Singh<br />
To approve and ratify the payment of a sum of RM180,000/= as directors' fees in respect<br />
of the year ended 31 December 2004.<br />
To approve a first and final dividend of 1% less 28% tax totalling RM439,366/= in respect<br />
of the financial year ended 31 December 2004.<br />
To re-appoint Messrs KPMG as auditors of the Company and to authorise the directors<br />
to fix their remuneration.<br />
As Special Business<br />
To consider and if thought fit, to pass the following Ordinary Resolution:<br />
"That pursuant to Section 132D of the Companies Act, 1965 and subject to the approval<br />
of the relevant authorities, the directors be and are hereby empowered to issue shares<br />
in the Company from time to time and upon such terms and conditions and for such<br />
purposes as the directors may deem fit provided that the aggregate number of shares<br />
issued pursuant to this resolution does not exceed 10% of the total issued share capital<br />
of the Company for the time being and that the directors be and are also empowered to<br />
obtain the approval for the listing of and quotation for the additional shares so issued on<br />
the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad and that such authority shall continue in force until<br />
the conclusion of the next Annual General Meeting or the expiration of the period within<br />
which the next Annual General Meeting is required by law to be held or revoked/varied<br />
by resolution passed by the shareholders in general meeting whichever is the earlier."<br />
Proposed Shareholders' Mandate for Recurrent Related Party Transactions of a Revenue<br />
or Trading Nature ("Proposed Shareholders' Mandate")<br />
"THAT pursuant to Chapter 10.09 of the Listing Requirements of <strong>Bursa</strong> <strong>Malaysia</strong> Securities<br />
Berhad, a general mandate of the Shareholders be and are hereby granted to approve<br />
the recurrent transactions of a revenue or trading nature entered into and/or to be entered<br />
into between the Company and/or its subsidiaries as set out in Section 2.5 of the Company's<br />
Circular to Shareholders dated 8 June 2005 ("the Circular") with the related parties as<br />
described in the Circular as follows, provided that such transactions are undertaken in<br />
the ordinary course of business, on an arm's length basis, on normal commercial terms,<br />
on terms not more favourable to the Related Party than those generally available to the<br />
public and are not, in the Company's opinion, detrimental to the minority shareholders;<br />
and that disclosure will be made in the annual report of the aggregate value of transactions<br />
conducted during the financial year; and that such approval, unless revoked or varied by<br />
the Company in general meeting, shall continue to be in force until the conclusion of the<br />
next Annual General Meeting of the Company: -<br />
a) Recurrent Related Party Transactions of a revenue or trading nature involving the<br />
Company and its subsidiaries with Durachem (Penang) Sdn. Bhd.;<br />
b) Recurrent Related Party Transactions of a revenue or trading nature involving the<br />
Company and its subsidiaries with Exzone Plastic Manufacturers Sdn. Bhd.;<br />
69<br />
Ordinary Resolution 1<br />
Ordinary Resolution 2<br />
Ordinary Resolution 3<br />
Ordinary Resolution 4<br />
Ordinary Resolution 5<br />
Ordinary Resolution 6<br />
Ordinary Resolution 7<br />
Ordinary Resolution 8<br />
Ordinary Resolution 9<br />
Ordinary Resolution 10
8.<br />
70<br />
NOTICE OF ANNUAL GENERAL MEETING (Cont’d)<br />
c) Recurrent Related Party Transactions of a revenue or trading nature involving the<br />
Company and its subsidiaries with KK Evergreen Sdn. Bhd.<br />
d) Recurrent Related Party Transactions of a revenue or trading nature involving the<br />
Company and its subsidiaries with Seweon Elec. Mach. Ind. Co. Ltd.<br />
To transact any other business of which due notice shall have been given.<br />
DIVIDEND ANNOUNCEMENT<br />
Ordinary Resolution 11<br />
Ordinary Resolution 12<br />
NOTICE IS ALSO HEREBY GIVEN that a depositor shall qualify for entitlement to the dividend only in respect of: -<br />
a. Shares transferred into the depositor's securities account before 4 p.m. on 18 August 2005 in respect of ordinary<br />
transfers; and<br />
b. Shares bought on the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad on a cum entitlement basis according to the Rules of<br />
the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad.<br />
The dividend, if approved will be paid on 6 September 2005 to depositors registered in the Record of Depositors at<br />
the close of business on 18 August 2005.<br />
By Order of the Board<br />
Lam Voon Kean (MIA 4793)<br />
Company Secretary<br />
Penang, 8 June 2005<br />
Notes: -<br />
1. A member may appoint up to 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the<br />
provisions of Section 149(1)(b) of the Act shall not apply to the Company. If a Member appoints 2 proxies, the appointments<br />
shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy.<br />
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)<br />
Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company<br />
standing to the credit of the said securities account.<br />
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing<br />
or, if the appointor is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised.<br />
4. To be valid, the proxy form must be deposited at the Company's Registered Office at Suite 2-1, 2nd Floor, Menara Penang<br />
Garden, 42A Jalan Sultan Ahmad Shah, 10050 Penang, at least forty eight (48) hours before the time appointed for holding<br />
the meeting or any adjournments thereof.<br />
Explanatory Notes on Special Business: -<br />
5. The proposed Ordinary Resolution 8, if passed, will give authority to the Board of Directors to issue and allot ordinary shares<br />
from the unissued capital of the Company at any time in their absolute discretion and that such authority, unless revoked or<br />
varied at a general meeting, will expire at the next Annual General Meeting of the Company or the expiration of the period<br />
within which the next Annual General Meeting is required by law to be held or revoked/varied by resolution passed by the<br />
shareholders in general meeting whichever is the earlier.<br />
6. The proposed resolutions 9 to 12, if passed will approve the Proposed Shareholders' Mandate on Recurrent Related Party<br />
Transactions and allow the Company and its subsidiaries to enter into Recurrent related Party Transactions as set out in Section<br />
2.5 of the Circular. This approval shall continue to be in force until the conclusion of the next Annual General Meeting or the<br />
expiration of the period within which the next Annual General Meeting is required by the law to be held or revoked/varied by<br />
resolution passed by the shareholders in general meeting whichever is the earlier.
1. Names of Directors standing for re-election<br />
i) Fong Swee Hin<br />
ii) Abdul Gafoor @ Abdul Gafoor Khan<br />
iii) Chatar Singh A/L Santa Singh<br />
2. Details of attendance<br />
STATEMENT ACCOMPANYING<br />
NOTICE OF ANNUAL GENERAL MEETING<br />
Details of attendance of Directors at the Board Meetings are stated on page 13 of this Annual Report.<br />
3. The place, date and hour of the meeting<br />
Details of the meeting are stated on page 69 of this Annual Report.<br />
4. Details of Directors standing for re-election<br />
The shareholdings of the Directors standing for re-election in the Company based on the Register of Directors'<br />
Shareholding as at 6 May 2005 are as follows: -<br />
Director<br />
(Pursuant to paragraph 8.28(2) of the Listing Requirements of the <strong>Bursa</strong> <strong>Malaysia</strong> Securities Berhad)<br />
Fong Swee Hin<br />
Abdul Gafoor<br />
@ Abdul Gafoor Khan<br />
Chatar Singh A/L Santa Singh<br />
No. of ordinary<br />
shares of RM1.00<br />
each held<br />
10,000<br />
10,000<br />
-<br />
71<br />
Direct Indirect<br />
% of issued<br />
share<br />
Capital<br />
0.2<br />
0.2<br />
-<br />
No. of ordinary<br />
shares of RM1.00<br />
each held<br />
-<br />
-<br />
-<br />
% of issued<br />
share<br />
capital<br />
The other details of the Directors standing for re-election are disclosed in the Directors' profiles on page 7 to 11<br />
of this Annual Report.<br />
The Directors standing for re-election do not hold any shares in the subsidiaries of the Company, do not have<br />
any conflict of interest with the Company and have not been convicted of any offence within the past ten (10)<br />
years other than traffic offences. They also do not have any family relationship with any Director and/or substantial<br />
shareholder of the Company.<br />
-<br />
-<br />
-
This page is intentionally left blank.
I/We<br />
of<br />
being a member/members of Luster Industries Bhd. hereby appoint<br />
of<br />
of<br />
or failing him,<br />
as my/our proxy, to vote for me/us and on my/our behalf at the Eighteenth Annual General Meeting of the Company<br />
to be held at Saujana Lounge, Penang Golf Resort, 1687 Jalan Bertam, 13200 Kepala Batas, Pulau Pinang on<br />
Thursday, 30 June 2005 at 9.30 a.m. and at any adjournments thereof.<br />
RESOLUTION<br />
Ordinary Resolution 1<br />
Ordinary Resolution 2<br />
Ordinary Resolution 3<br />
Ordinary Resolution 4<br />
Ordinary Resolution 5<br />
Ordinary Resolution 6<br />
Ordinary Resolution 7<br />
Ordinary Resolution 8<br />
Ordinary Resolution 9<br />
Ordinary Resolution 10<br />
Ordinary Resolution 11<br />
Ordinary Resolution 12<br />
FOR AGAINST<br />
(Please indicate with "X" how you wish your vote to be cast. If no specific direction as to voting is given, the proxy<br />
will vote or abstain at his discretion).<br />
Signed this day of 2005.<br />
Signature of Shareholder<br />
NOTES :<br />
<strong>LUSTER</strong> <strong>INDUSTRIES</strong> <strong>BHD</strong><br />
156148-P<br />
No. of Shares Held<br />
1. A member may appoint up to 2 proxies to attend on the same occasion. A proxy may but need not be a Member and the provisions<br />
of Section 149(1)(b) of the Act shall not apply to the Company. If a Member appoints 2 proxies, the appointments shall be invalid<br />
unless he specifies the proportions of his holdings to be represented by each proxy.<br />
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act,<br />
1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing<br />
to the credit of the said securities account.<br />
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing<br />
or, if the appointor is a corporation, either under the corporation's seal or under the hand of an officer or attorney duly authorised.<br />
4. To be valid, the proxy form must be deposited at the Company's Registered Office at Suite 2-1, 2nd Floor, Menara Penang Garden,<br />
42A Jalan Sultan Ahmad Shah, 10050 Penang, at least forty eight (48) hours before the time appointed for holding the meeting or<br />
any adjournments thereof.
Please fold here to seal<br />
Please fold here to seal<br />
The Company Secretary<br />
<strong>LUSTER</strong> <strong>INDUSTRIES</strong> <strong>BHD</strong> (156148-P)<br />
Suite 2-1, 2 nd Floor, Menara Penang Garden<br />
42A, Jalan Sultan Ahmad Shah, 10050 Penang<br />
Stamp
Luster Industries Bhd (156148-P)<br />
Lot 58 & 59,<br />
Bakar Arang Industrial Estate,<br />
08000 Sungai Petani,<br />
Kedah Darul Aman.<br />
Tel : 604-421 3481, 604-421 1000<br />
Fax : 604-423 3189<br />
Website : www.lustergroup.com