top glove corporation berhad

Top Glove’s Highly Efficient Manufacturing Plants 

annual report 2001 

AWARDED 

MS ISO 9002 

TOP GLOVE CORPORATION BERHAD 

incorporated in malaysia under the companies act, 1965 

(474423-x) 

Factory 1 (Klang) 



Factory 4 (Klang) Factory 5 (Ipoh) Factory 6 (Thailand) 

Top Glove’s International Quality System Certifications 


lot 5091, jalan teratai, batu 5, off jalan meru, 

41050 klang, selangor darul ehsan, malaysia 

tel: 603-3392 7880/7350 fax: 603-3392 7229/9160 

websites: www.topglove.com.my e-mail: top@topglove.com.my 

http://topglove.asiaep.com 

tgmedica@tm.net.my 

(474423-x) 


top glove malaysia 

Exports to 

108 Countries 

annual report 2001

AWARDED 

MS ISO 9002 



(474423-x) 

AWARDED 

MS ISO 9002 



(474423-x) 

our vision 

We strive to be the world’s leading 

manufacturer with excellent 

quality glove products and 

services that enrich and protect 

human lives. 

mission statement 

To be a world class glove 

manufacturer providing TOP 

quality products with excellent 

services through continuous 

improvement and innovation. 

corporate directory 

MALAYSIA 

CORPORATE OFFICE & FACTORY 3 

lot 5091, Jalan Teratai, Batu 5, Off Jalan Meru 

41050 Klang, Selangor, Malaysia 

tel : 603-3392 7880/7350 fax : 603-3392 7229/9160 

e-mail : (i)tgmedica@tm.net.my (ii) tgmedic@po.jaring.my 

websites : www.topglove.com.my; http://topglove.asiaep.com 

FACTORY 1 

Bangunan United Industries 

lot 5019, Batu 5 1 /2, Jalan Meru 


tel : 603-3392 3726/3392 1101 

fax : 603-3392 3726 

e-mail : topg1@tm.net.my 

FACTORY 2 

lot 4968, Jalan Teratai, Batu 6 

Off Jalan Meru, 


tel : 603-3392 1992/1905 

fax : 603-3392 1291/8410 

e-mail : top@topglove.com.my 

quality policy 

Quality and productivity are 

our business. 

Continuous and improvement 

are our duties. 

Towards zero defect is our 

target. 

corporate values 

Global customer satisfaction. 

Do it right first time and every time. 

Integrity and total commitment. 

Excellence in quality and 

competitiveness. 

Environmental friendly and social 

responsibilities. 

FACTORY 4 

lot 5987, Jalan Teratai, Batu 5 

Off Jalan Meru 


tel : 603-3392 8588/8996 

fax : 603-3392 6788 

e-mail : topg4@tm.net.my 

THAILAND 

FACTORY 5 

lot 18, 27, 38 & 57, Medan Tasek, 

Kawasan Perindustrian Tasek, 

31400 Ipoh, Perak, Malaysia 

tel : 605-546 6360/547 9271 

fax : 605-547 8975 

e-mail : (i) topgipoh@tm.net.my 

(ii) topip@po.jaring.my 

FACTORY 6 

180/3 m.7 Srisonthon Road. T. Srisonthon, A. Thalang 

Phuket 83110, Thailand 

tel : 6676-272 572/272 573 fax : 6676-325 354 

e-mail : greatg@phuket.ksc.co.th 

USA 

1906, n16th Street 

Suite 101 Phoenix AZ 85006 

tel : 602-253 7533 

fax : 602-253 7172 

e-mail : tgmedical@aol.com 

TG MEDICAL (U.S.A.) INC. 

600, Camino Verd 

South Pasadena CA 91030 

tel : 323-683 3197 

fax : 323-257 5802 

e-mail : TopGloveUSA@aol.com 

501 Mertoplex Drive, Suite 310 

Nashville, TN 37211 

tel : 615-837 3278 

fax : 615-837 3478 

e-mail : TGMedicalTN@aol.com


2001 ANNUAL REPORT 

CONTENTS 

2 

4 

5 

6 

8 

10 

14 

18 

19 

25 

29 

55 

56 

Notice of Annual General Meeting 

Corporate Information 

Corporate Structure 

Five-Year Group Financial Review 

Export Markets 

Chairman’s Statement 

Profile of Directors 

Management 

Corporate Governance Statement 

Audit Committee Report 

Financial Statements 

List of Properties 

Analysis of Shareholding 

Proxy Form 

1 

Top Glove Corporation Bhd is one 

of the few and leading local 

manufacturers of surgical gloves 

which requires sophisticated 

process and is subjected to 

stringent quality standards. 

The Group acts as a comprehensive 

one-stop glove sourcing centre in 

the market, with an extensive range 

of latex examination, nitrile, surgical, 

household and industrial gloves.



NOTICE OF ANNUAL GENERAL MEETING 

NOTICE IS HEREBY GIVEN that the Third Annual General Meeting of the Company will be held at 

East VIP Lounge, Kuala Lumpur Golf & Country Club, No.10, Jalan 1/70D, Off Bukit Kiara, 60000 

Kuala Lumpur on Friday, 18 January, 2002 at 9.30 a.m. for the following purposes: 

AGENDA 

1. To receive and adopt the Directors’ Report and the Audited Financial Statements for the 

financial year ended 31 August, 2001 together with the Auditors’ Report thereon. (Resolution 1) 

2. To declare a final tax exempt dividend of 3% for the financial year ended 

31 August, 2001. (Resolution 2) 

3. To approve the payment of Directors’ Fees for the financial year ended 31 August, 2001. (Resolution 3) 

4. To re-elect the retiring Director, Madam Tong Siew Bee who retires pursuant to 

Article 71 of the Company’s Articles of Association. (Resolution 4) 

5. To re-elect the retiring Director, Dr. Lim Wee Chai who retires pursuant to 

Paragraph 7.28(2) of Part K of Chapter 7 of the Revamped Listing Requirements of 

Kuala Lumpur Stock Exchange. (Resolution 5) 

6. To pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965 : 

2 

“That pursuant to Section 129(6) of the Companies Act, 1965, the following Directors 

who have attained the age of seventy (70) years, be and are hereby re-appointed as 

Directors of the Company and to hold office until the conclusion of the next 

Annual General Meeting: 

(a) Tan Sri Datuk Arshad Bin Ayub (Resolution 6) 

(b) Mr. Sekarajasekaran a/l Arasaratnam” (Resolution 7) 

7. To re-appoint Messrs. Arthur Andersen & Co as Auditors of the Company until the 

conclusion of the next Annual General Meeting and to authorise the Directors to fix 

their remuneration. (Resolution 8) 

8. As Special Business 

To consider and, if thought fit, to pass the following ordinary resolution: 

Ordinary Resolution 

– Authority To Issue Shares Pursuant To Section 132D of the Companies Act, 1965 

“That pursuant to Section 132D of the Companies Act, 1965, the Directors be and 

are hereby empowered to issue and allot shares in the Company, at any time and upon 

such terms and conditions and for such purposes as the Directors may, in their absolute 

discretion deem fit, provided that the aggregate number of shares issued pursuant to this 

resolution does not exceed 10% of the issued share capital of the Company for the time 

being and that the Directors be and are also empowered to obtain the approval for the 

listing of and quotation for the additional shares so issued on the Kuala Lumpur 

Stock Exchange and that such authority shall continue in force until the conclusion of 

the next Annual General Meeting of the Company.” (Resolution 9) 

9. To transact any other ordinary business for which due notice has been given.



NOTICE OF ANNUAL GENERAL MEETING (CONT’D) 

NOTICE OF DIVIDEND ENTITLEMENT 

NOTICE IS ALSO HEREBY GIVEN that the Register of Members of the Company will be closed at 

5.00 p.m. on 5 February, 2002 for purpose of determining shareholders’ entitlement to the final tax 

exempt dividend of 3% in respect of the financial year ended 31 August, 2001. 

The dividend, if approved, will be paid on 1 March, 2002 to shareholders whose names appear in the 

Records of Depositors (ROD) on 5 February, 2002. 

A Depositor shall qualify for entitlement only in respect of: 

(a) Shares transferred into the Depositor’s Securities Account before 12.30 p.m. on 5 February, 2002 

in respect of ordinary transfers; and 

(b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the 

Rules of the Kuala Lumpur Stock Exchange. 

By Order of the Board 

CHUA SIEW CHUAN 

Company Secretary 

Kuala Lumpur 

27 December, 2001 

3 

Explanatory Notes to Special Business: 

The proposed adoption of the Ordinary Resolution under Special Business is primarily to give flexibility to the Board 

of Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting. 

Notes: 

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and 

vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any 

person to be his proxy without limitation and the provisions of Section 149(1) (a), (b) and (c) of the Companies Act, 

1965 shall not apply to the Company. 

2. In the case of a corporate member, the instrument appointing a proxy shall be either under its Common Seal or 

under the hand of its officer or attorney duly authorised. 

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 22, 

Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur not less 

than 48 hours before the time for holding the Meeting or at any adjournment thereof. 

Directors Standing For Re-election: 

The Directors standing for re-election are as follows: 

1. Madam Tong Siew Bee 

2. Dr. Lim Wee Chai 

3. Tan Sri Datuk Arshad Bin Ayub 

4. Mr. Sekarajasekaran a/l Arasaratnam 

Their particulars can be found on pages 14,15 and 17 of the Annual Report. Their shareholdings in the Company are 

stated on page 57 of the Annual Report. 

Information On Board Meetings: 

The information on Board meetings and attendance of the Directors can be found on page 19 of the Annual Report.



CORPORATE INFORMATION 

4 

BOARD OF DIRECTORS 

• Dr. Lim Wee Chai 

Chairman/Managing Director 

• Tan Sri Datuk Arshad bin Ayub 

Independent Non-Executive Director 

• Tong Siew Bee 

Executive Director 

• Haji Shahadan bin Haji Abd Manas 


• Lim Hooi Sin 

Non-Executive Director 

• Sekarajasekaran a/l Arasaratnam 


• Lau Boon Ann 


AUDIT COMMITTEE 

• Tan Sri Datuk Arshad bin Ayub 

Chairman 

• Dr. Lim Wee Chai 

• Sekarajasekaran a/l Arasaratnam 

COMPANY SECRETARY 

Chua Siew Chuan 

(MAICSA No: 0777689) 

REGISTERED OFFICE 

Level 22, Menara Milenium, Jalan Damanlela 

Pusat Bandar Damansara, Damansara Heights 

50490 Kuala Lumpur 

Tel: 03–255 7077 

Fax: 03–254 9940 

CORPORATE OFFICE 

Lot 5091, Jalan Teratai 

Batu 5, Off Jalan Meru 

41050 Klang, Selangor Darul Ehsan 

Tel: 03–3392 7880/7350 

Fax: 03–3392 7229/9160 

E-Mail: top@topglove.com.my 

tgmedica@tm.net.my 

Websites: www.topglove.com.my 

http://topglove.asiaep.com 

REGISTRARS 

Securities Services (Holdings) Sdn Bhd 

Level 22, Menara Milenium 

Jalan Damanlela 

Pusat Bandar Damansara 

Damansara Heights 


Tel: 03–255 7077 

Fax: 03–254 9940 

AUDITORS 

Arthur Andersen & Co 

Public Accountants 

Graha Maju (Bangunan PKNM) 

Tingkat 10–Lot 1 

Jalan Graha Maju 

75300 Melaka 

PRINCIPAL BANKERS 

• Public Bank Berhad 

• EON Bank Berhad 

• HSBC Bank Malaysia Berhad 

• Standard Chartered Bank Malaysia Berhad 

• Malayan Banking Berhad 

SOLICITORS 

• Soo Thien Ming & Nashrah 

No. 45–47, 1st Floor 

Jalan Kapar, 41400 Klang 

Selangor Darul Ehsan 

• Michael Chen, Gan, Muzafar & Azwar 

5th Floor, Bangkok Bank Building 

105, Jalan Tun H.S. Lee 


• Ranjit Ooi & Robert Low 

No. 53, Jalan Maarof 

Bangsar, 59000 Kuala Lumpur 

STOCK EXCHANGE LISTING 

Kuala Lumpur Stock Exchange Second Board



CORPORATE STRUCTURE 

100% 

Top Glove Sdn Bhd 

(Factory 1,2,4 and 5) 

74% 

Great Glove 

(Thai) Co Ltd 

(Factory 6) 

100% 

TG Medical Sdn Bhd 

(Factory 3) 

Top Glove 

Corporation Berhad 

100% 

Top Glove Engineering 

Sdn Bhd 

100% 

TG Medical (U.S.A.) Inc. 

5 

100% 

Great Glove Sdn Bhd



FIVE-YEAR GROUP FINANCIAL REVIEW 

6



FIVE-YEAR GROUP FINANCIAL REVIEW (CONT’D) 

Financial Year Ended 

31.8.1997 31.8.1998 31.8.1999 31.8.2000 31.8.2001 

RM’000 RM’000 RM’000 RM’000 RM’000 

Turnover 35,453 48,493 70,198 103,161 138,862 

_____________________________________________________________ 

Earnings Before Interest, 

Depreciation And Taxation 6,628 10,757 12,790 17,198 23,865 

Interest Expense (385) (860) (970) (1,405) (1,783) 

Depreciation (1,070) (1,766) (1,683) (3,157) (4,865) 

_____________________________________________________________ 

Profit Before Taxation 5,173 8,131 10,137 12,636 17,217 

Taxation (882) (1,059) (313) (1,012) (1,312) 

_____________________________________________________________ 

_____________________________________________________________ 

Profit After Taxation 4,291 7,072 9,824 11,624 15,905 

Gross Earnings Per Share (RM) 0.19 0.31 0.38 0.48 0.43 

7 

Net Earnings Per Share (RM) 0.16 0.27 0.37 0.44 0.40 

Gross dividend rate (%) 0.68 1.51 1.58 — 5.00 

Net dividend rate (%) 0.49 1.08 1.58 — 5.00 

Note: The figures for financial years ended 31 August 1997, 1998, 1999 and 2000 are prepared based on a 

proforma consolidated basis on the assumption that the current structure of the Group has been in existence 

since financial year ended 31 August 1997.



EXPORT 

Europe 

8 

North 

America 

Canada 

Puerto Rico 

USA 

Latin 

America 

Argentina 

Bolivia 

Brazil 

Chile 

Colombia 

Costa Rica 

Dominican Republic 

Ecuador 

El Salvador 

French Guyana 

Guatemala 

Haiti 

Honduras 

Jamaica 

Mexico 

Nicaragua 

Panama 

Paraguay 

Peru 

Uruguay 

Venezuela 

Albania 

Armenia 

Belgium 

Bosnia Herzegovina 

Bulgaria 

Canary Islands 

Croatia 

Cyprus 

Czech Republic 

Denmark 

Estonia 

France 

Georgia 

Germany 

Greece 

Hungary 

Italy 

Kazakhstan 

Kosovo 

Latvia 

Lithuania 

Macedonia, FYR 

Netherlands 

Northern Ireland 

Poland 

Republic of Uzbekistan 

Romania 

Russia 

Slovenia 

Spain 

Sweden 

Turkey 

Ukraine 

United Kingdom 

108 Countries



MARKETS 

Middle 

East 

Bahrain 

Egypt 

Iraq 

Israel 

Jordan 

Kuwait 

Lebanon 

Oman 

Qatar 

Saudi Arabia 

Syria 

UAE 

Yemen 

Africa 

Algeria 

Burundi 

Congo 

Ethiopia 

Ghana 

Ivory Coast 

Kenya 

Madagascar 

Morocco 

Mozambique 

Nigeria 

Sierra Leone 

South Africa 

Sudan 

Swaziland 

Tanzania 

Tunisia 

Uganda 

Zimbabwe 

Asia 

Pacific 

Australia 

Bangladesh 

Brunei 

Cambodia 

China 

Hong Kong 

Indonesia 

Japan 

Korea 

Mauritius 

Nepal 

New Zealand 

Pakistan 

Papua New Guinea 

Singapore 

Taiwan 

Union of Myanmar 

Vietnam 

9 

Worldwide



CHAIRMAN’S STATEMENT 

“The Group has managed to weather the global economy slowdown 

extremely well through our recipe of prudence, excellence in 

Customer Relationship Management, cost effectiveness in everything 

that we do, innovative in continuously improving our product range 

and standards and always on the move by embarking on expansion 

programmes to achieve economies of scale which made the Group a 

major leading glove manufacturer and exporter in the world.” 

Dr. Lim Wee Chai Chairman/Managing Director 

Dear Valued Shareholders, 

On behalf of the Board of Directors, it gives me great pleasure to present the Annual 

Report and the Audited Statements of Top Glove Corporation Bhd and its Group of 

Companies for the financial year ended 31 August 2001. 

10 

FINANCIAL PERFORMANCE 

Despite the global economic meltdown, coupled with an oversupply of latex examination gloves in the 

market, I am pleased to report that the Group is able to continue its trend in retaining the support of its 

worldwide customers based on our philosophy in providing an extensive range of high quality products 

at competitive prices reinforced with excellent customer services. 

The Group recorded an impressive after-tax profit of RM15.905 million for the year, on the back of a 

notable turnover of RM138.862 million. This represents a growth of 36.83% and 34.61% from last year’s 

proforma Group after-tax profit of RM11.624 million and turnover of RM103.161 million respectively. 

Despite lower prices, higher operational costs and tighter production quality standards, the Group’s 

financial performance has fared well resulting in a positive financial bottomline which is commendable in 

the glove industry. 

The robust growth of the Group was mainly attributed to our expansion into prestigious markets such as 

the USA, Europe and Japan resulting in the clinching of a bigger market share in the said continents. The 

resilient earnings are also due to the rapid expansion plan 

undertaken by the Group to increase its presence in the 

global market by adopting aggressive and intensive 

marketing strategies supported by economies of 

scale from the Group’s six manufacturing plants. 

The Group has attained a high level of 

recognition among its established global 

glove buyers since the inception of its 

subsidiary, Top Glove Sdn Bhd in 1991. It 

has always been the Group’s main goal to 

continuously deliver quality and unrivalled 

customer services to meet our buyers’ 

aspirations as a means to maintain loyalty. We 

aim to exceed our customers’ and shareholders’ 

expectations in all our undertakings.



CHAIRMAN’S STATEMENT (CONT’D) 

DIVIDEND 

The Company has declared and paid an interim tax exempt 

dividend of 5 sen per share on 31 May 2001. The Board is 

pleased to propose a second and final tax exempt dividend of 

3 sen per share for the financial year ended 31 August 2001. 

The proposed final dividend is subject to the approval of the 

shareholders in the forthcoming Annual General Meeting. 

UTILISATION OF PROCEEDS FROM INITIAL 

PUBLIC OFFER 

Following its Initial Public Offer in March 2001, the 

Company has raised gross proceeds amounting to 

RM38.738 million. As at 31 August 2001, RM22.878 million 

were used to repay bank borrowings, RM4.800 million for 

purchase of plant and machinery, RM0.515 million for IT 

and office equipment, RM1.472 million for listing expenses 

and RM6.537 million for working capital. The unutilised 

amount of RM2.536 million was being kept in short term 

fixed deposits for the time being and will be used as planned 

in the listing proposal. 

INDUSTRY TREND AND DEVELOPMENT 

The Malaysian rubber glove industry has been through various ups and downs 

in the past decade. Being the leading manufacturer and exporter of rubber gloves worldwide, Malaysian 

manufacturers have been hard pressed to maintain their strong hold in this industry with the emergence 

of manufacturers from neighbouring countries like Thailand and Indonesia. 

11 

The year in review pose many challenges and many companies in the rubber glove industry were not 

spared the resultant depressing market sentiments. Nevertheless, the Group was able to ride out yet 

another storm. 

Latex gloves are essentials items which provide biological barriers against virus, diseases, germs and 

harmful substances. They are mainly used in the medical and health industry as examination and surgical 

gloves, followed by the dentistry sector, high technology manufacturing scientific research areas, food 

based industries, sanitary and general household purposes. 

In the 90s, the demand for disposable latex 

examination and surgical gloves continued to 

increase due to the AIDS menace and a greater 

awareness in both developed and developing 

countries such as Africa and Eastern Block 

countries to protect healthcare workers and 

others against the transmission of diseases 

through human contacts. 

The latest and most current menace i.e., 

the Anthrax scare, is also expected to boost 

the demand for rubber gloves but is still at an 

early stage and has not created any significant 

impact on the glove industry so far.




PROSPECTS 

The growth of the industry is assured as long as 

the need to wear gloves as a protective barrier 

remains. With an increasing world population, 

the increasing wealth of world nations and the 

increasing level of health consciousness, the 

demand of gloves will continue to grow. 

As a glove manufacturer and exporter, I am 

optimistic that the future of the glove industry is 

bright provided both the manufacturers and the 

government bodies address some key issues in a 

positive manner. 

The present economic uncertainty on top of such 

concerns as low selling prices, rising operational 

costs, price undercutting, and tighter production quality 

standards did not dampen the Group’s performance. On the 

contrary, the Group has responded positively in combating these issues by continuously increasing and 

upgrading its production lines. 

12 

In line with the expansion programme, the Group has increased the number of its production lines from 41 

lines in year 2000 to 54 lines in year 2001 with six manufacturing plants supported by a total workforce of 

1,700 churning out a combined production capacity of more than 270 million pieces of gloves per month or 

3.24 billion pieces of gloves per year (compared to 2.82 billion pieces of gloves produced in year 2000). 

The Group’s market for gloves is concentrated in the US and some countries such as Germany, France 

and UK in Europe. The Far East such as Japan, Hong Kong and Taiwan have also joined the ranks of 

other countries as important target markets to the Group. Market diversification into more developed 

countries in Latin America and Southern Africa are also being explored. Currently, the Group exports to 

more than 108 countries worldwide. 

As an innovative and efficient producer who strives continuously to meet the high expectation of the 

customers, the Group is moving aggressively into more valued-added glove products such as surgical, 

nitrile, household and industrial gloves. The Group also has facilities to carry out extensive post-leaching 

processes, chlorination and enzyme treatment which have reduced the protein level in its gloves 

significantly. The Group is also on the continuous lookout for profitable overseas ventures to broaden its 

base of operations and build productive relationship 

and synergies with its partners. 

Albeit all the obstacles faced by the glove 

industry, the Group is still upbeat on the 

future outlook in view of its innovative 

technology, prudent management, 

automation technology and forceful 

marketing efforts. Adding to this, the Group 

is able to retain its customers by its 

adherence to quality, reliability and good 

business ethics. To stay as a cost 

competitive producer, the Group is also 

switching to sourcing material at lower cost 

without any compromise on product quality.




PROSPECTS (CONT’D) 

The Group’s strength is seen in its reputation as a high quality one stop glove sourcing centre for its 

customers locally as well as other parts of the globe where we have been providing quality gloves and 

expeditious services through our subsidiaries Top Glove Sdn Bhd, TG Medical Sdn Bhd, TG Medical 

(USA) Inc., Great Glove Sdn Bhd and Great Glove (Thai) Co. Ltd. This reputation has earned us the 

loyalty of customers worldwide. 

13 

APPRECIATION 

My heartiest thanks and gratitude go to our shareholders and customers for their loyalty and continuous 

trust in our products and services, our partners and business associates, especially consultants and 

suppliers for providing much-needed support and the various government authorities for their 

wholehearted co-operation and assistance. 

I am also extremely grateful to all our dedicated and fully committed staff as I strongly believe the 

Group’s success is largely attributed to their continuous contributions and professionalism on the job as 

a united team and willingness to walk the extra mile for the customer and also for the Company. 

Finally, on behalf of the management team and all employees, I wish to express my deep appreciation to 

members of the Board for standing by us to face the challenges ahead. 

Thank you. 

Dr. Lim Wee Chai, 

Chairman/ Managing Director 

2001 

2000 

1999 

1998



PROFILE OF DIRECTORS 

14 

DR. LIM WEE CHAI 

Chairman/Managing Director 

Dr. Lim Wee Chai, aged 44, is the Chairman and 

Managing Director as well as founder of the Top Glove 

Group of Companies. He was appointed to the Board 

on 4 September 2000. He graduated with a Bachelor 

of Science Degree with Honours in Physics in 1982 

from University Malaya and a Master of Business 

Administration in 1985 from the Sul Ross State 

University in Texas, USA. He was conferred his 

Doctorate in Business Administration from Irish 

International University, London and awarded Fellow 

Membership of the Business Management Association, 

UK in September 2001. Dr. Lim brings a wealth of 

experience in the marketing of consumer products 

whilst he was the Sales Manager of a subsidiary 

company of OYL Industries Bhd, a company listed on 

the Kuala Lumpur Stock Exchange. In 1991, he set up 

Top Glove Sdn Bhd, his own glove manufacturing and 

trading business with only one factory and has 

expanded his business to six glove factories in 2001. 

He has more than 20 years of experience in the rubber 

and latex manufacturing business. 

He was the President (1997/99) of the Malaysian Rubber 

Glove Manufacturers’ Association (MARGMA), after 

having been actively involved in the association holding 

various portfolios as the ex-Vice President, ex-Honorary 

Treasurer and ex-Honorary Secretary for the past seven 

years. He was a Board Member of the Malaysia Rubber 

Board (MRB) in 1998 and 1999, and is a Director of the 

Association of Malaysian Medical Industries (AMMI). 

His business philosophies are: 

• Quality and Productivity are Our Business. 

• Continuous Improvement and Innovation 

are Our Duties. 

• Towards Zero Defects is Our Target. 

Dr. Lim Wee Chai does not have any major 

shareholdings and directorships in other public 

corporations for the past two years. 

Dr. Lim Wee Chai is the husband of Tong Siew Bee 

and brother of Lim Hooi Sin. 

TONG SIEW BEE 


Tong Siew Bee, aged 44, has been a Director of the 

Group since 1991 and is a co-founder of the 

Top Glove Group of Companies. She was appointed 

to the Board of Top Glove on 4 September 2000. 

Madam Tong graduated from University Sains 

Malaysia in Penang with a Bachelor of Science 

Degree with Honours in Computer Science in 1983 

and obtained her Master of Business Administration 

from Sul Ross State University, Texas, USA in 1985. 

She is responsible for the computer and information 

systems, human resource and general administration 

for the Top Glove Group of Companies. She has more 

than ten years of experience in information 

technology in the banking industry. She was formerly 

attached to United Overseas Bank Berhad and 

Utama Bank Berhad. 

Tong Siew Bee does not have any major 



Tong Siew Bee is the wife of Dr. Lim Wee Chai and 

sister-in-law of Lim Hooi Sin.



PROFILE OF DIRECTORS (CONT’D) 

TAN SRI DATUK (DR) ARSHAD BIN AYUB 


Tan Sri Datuk (Dr) Arshad Bin Ayub, aged 73, is an 

Independent Non-Executive Director of the 

Top Glove Group. He was appointed to the Board 

on 4 September 2000. He obtained a Diploma in 

Agriculture from College of Agriculture, Serdang, 

Selangor in 1954 and a Bachelor of Science (Hons) 

Economics and Statistics from University College 

of Wales, Aberystwyth, United Kingdom in 1958. 

In 1964, he obtained a postgraduate Diploma in 

Business Administration (IMEDE), Switzerland. 

Tan Sri Datuk (Dr) Arshad joined the Malaysian Civil 

Service upon his graduation and had a successful 

career. Among the top posts he held were First 

Director of Mara Institute of Technology for 10 years 

from 1965 to 1975, Deputy Governor of Bank Negara 

Malaysia from 1975 to 1977, Deputy Director General 

Economic Planning Unit of the Prime Minister’s 

Department from 1977 to 1978 and Secretary General 

Ministry of Primary Industries in 1978, Ministry of 

Agriculture from 1979 to 1981 and Ministry of Land 

Regional Development from 1981 to 1983. In that 

capacity he was Joint Chairman of the International 

Boundary Survey Malaysia-Thailand and Malaysia- 

Indonesia. He was Deputy Chairman of Kedah 

Regional Development Authority (KEDA) from 1981 to 

1983, Chairman of Penang Regional Development 

Authority (PERDA) from 1983 to 1985 and Chairman 

of South East Johor Development Authority (KEJORA) 

from 1983 to 1987. He sat on a number of 

committees at national level and was a member of 

Harun Salary Commission for Statutory bodies. 

He is the Chairman of PFM Capital Holdings Sdn 

Bhd, a wholly owned subsidiary of Permodalan 

Nasional Berhad, a company principally involved in 

the trading and underwriting of shares and equity 

participation since 1977. He sits on the Board of 

Directors of several public listed and private 

companies, which among others include Kulim (M) 

Berhad, KPJ Healthcare Bhd, Sindora Bhd, Rumpun 

Hikau Capital Berhad, Nationwide Express Courier 

Services Bhd, Tomypal Holdings Berhad, MIT 

Holdings Bhd, Pelaburan Johor Berhad, Audrey 

International Berhad and Perwira Affin Merchant Bank 

Berhad. He is presently the President of Malaysia 

Rubber Products Manufacturers Association, member 

of Lembaga Getah Malaysia and was recently 

appointed as Chairman of Malaysia Rubber Export 

Promotion Council (MREPC). He is a member of the 

Council of University Malaya and Kolej Ugama Sultan 

Zainal Abidin (KUSZA). He is also the Chairman of 

Malaysian Business Council IMS-GT and also a Vice 

Chairman of Koperasi MOCCIS Berhad. 

15




16 

HAJI SHAHADAN BIN HAJI ABD MANAS 


Haji Shahadan Bin Haji Abd Manas, PPT, PMC, PJK, 

aged 67, is the Human Resource Director who joined 

Top Glove Sdn Bhd on 10 June 1996, and was 

appointed to the Board of Top Glove on 4 September 

2000. He graduated with a Bachelor of Arts from 

University Malaya in 1962 and obtained his Diploma 

in Public Administration (Australia) in 1968. 

He commenced his career in the Government Sector, 

as Assistant Secretary (Admin) in the Ministry of 

Works, Posts & Telekom from 1963 to 1966, Assistant 

Secretary (Finance) in the Ministry of National & Rural 

Development from 1967 to 1969. He served as 

District Officer and President of the District Councils 

of Rembau, Tampin and Port Dickson consecutively 

from 1970 to 1979. From 1980 to 1985, he was the 

Director General of the Department of Community 

Development in the Ministry of National & Rural 

Development. He was the Director of Land 

Administration and Management from 1986 to 1990. 

In 1991, he left to join a Dutch construction company, 

namely Ballast Nedam (M) Sdn Bhd, as the Public 

Affairs Advisor until 1995. In 1996, he joined Top 

Glove Sdn Bhd as its Group Human Resource Director. 

Haji Shahadan bin Haji Abd Manas does not have any 

major shareholdings and directorships in other public 


LIM HOOI SIN 


Lim Hooi Sin, aged 40, has been appointed to the 

Board of Top Glove since 4 September 2000. With TG 

Medical USA Inc., he serves as Vice President since 

April 2001 and as a Director since it founded in 1994. 

He obtained a Bachelor of Science Degree in 

Management Science from Oklahoma State 

University, USA in 1985, a Master of Business 

Administration Degree from Arizona State University, 

USA in 1986 and a Charter Financial Consultant 

Diploma from American College, PA, USA in 1990. 

He is a resident of United States and has spent 14 

years of his career with MetLife Financial Services 

(one of the largest insurance & financial services 

company in the US). He was a Management Trainee, 

Associate Branch Manager, Regional Marketing 

Specialist, Agency Director and Director of Asian 

Market. His experience includes product 

development, marketing, recruiting, training and 

supervision of a large highly productive sales force. 

Lim Hooi Sin does not have any major shareholdings 

and directorships in other public corporation for the 

past two years. 

Lim Hooi Sin is the brother of Dr. Lim Wee Chai and 

brother-in-law of Tong Siew Bee.




SEKARAJASEKARAN A/L ARASARATNAM 


Sekarajasekaran a/l Arasaratnam, K.M.N., aged 74, is 

an Independent Non-Executive Director of Top Glove 

and was appointed on 4 September 2000. He 

graduated from the Technical College of Kuala 

Lumpur with a Diploma in Civil Engineering in 1951 

and passed the Membership Examination of the 

Institute of Civil Engineers, U.K. in 1960. 

Subsequently, he obtained his Diploma in Public 

Health Engineering from the Imperial College of 

Science & Technology, U.K. in 1968. Since 1951, 

he was with the Public Works Department as the 

Technical Assistant of Waterworks until 1959, 

thereafter as Assistant Resident Engineer, 

Executive Engineer and Waterworks Engineer 

from 1960 to 1966. 

In 1968, he joined the Ministry of Health as a Senior 

Public Health Engineer. He was promoted to Chief 

Public Health Engineer in 1972 and Director of 

Engineering Services in 1980, a position he held until 

1983. He is currently the President of Enrico Sdn 

Bhd, a company active in various environmental 

engineering projects. He has more than 45 years 

of work experience in environmental engineering, 

environmental related studies, design and 

implementation of environmental engineering projects 

and environmental and sanitation studies. 

He is a Fellow in the Institution of Engineers Malaysia, 

Member of the Institution of Civil Engineers, U.K., 

Member of the Institution of water Engineers & 

Scientists U.K., Member of the American Society of 

Civil Engineers and Member of the Association of 

Consulting Engineers Malaysia. 

Sekarajasekaran A/L Arasaratnam does not have any 

major shareholdings and directorships in other public 


LAU BOON ANN 


Lau Boon Ann, aged 47, is a Non-Executive Director 

of the Top Glove Group and was appointed on 4 

September 2000. He obtained Diplomas in 

Administrative Management, Organisation and 

Methods and Marketing from United Kingdom in 

1979 before proceeding with his post Graduate 

Diploma in Management studies. In 1981, he 

obtained a Master in Business Analysis from 

Lancaster University. He commenced his career 

as a Corporate Planner with Kesang Holding Bhd, 

a private investment holding company, in 1981 when 

he returned from U.K. and subsequently joined SGV 

Kassim Chan Sdn Bhd (Management Consultants) as 

a Management Consultant in 1982. In 1983, he joined 

Sungei Wang Sdn Bhd as Operations Manager. 

He left and joined Plaza Damansara Sdn Bhd in 1985 

as Marketing Manager. In August 1988, he was in 

charge of setting up Top Glove’s Factory 1 for the 

production of latex examination gloves which was 

subsequently leased to Top Glove Sdn Bhd. He 

returned to property development with Arab 

Malaysian Development Bhd in 1990 and served as 

an Assistant General Manager. He left in December 

1996. He is presently involved in the real estate and 

property development sector. 

Lau Boon Ann does not have any major 



17



MANAGEMENT 

DIRECTORS 

Dr. Lim Wee Chai 

(Group Managing Director) 

Madam Tong Siew Bee Hj Shahadan bin Hj Abd. Manas Lim Hooi Sin 

(Executive Director) (Executive Director) (Director) 

GENERAL MANAGERS 

KM Lee HH Lee YT Chong 

(Marketing) (Operations) (Manufacturing) 

MANAGERS 

Lim Mong Seng Lim Quee Choo Chew Yoke Moi 

(Financial Controller) (Vice President – USA Office) (Operations Manager) 

Puon Tuck Seng Danny Ong Audie Seow 

(Factory Manager) (International Sales Manager) (Production & Packaging Manager) 

18 

Philip Thomas KK Lim Nagappen a/l Kumarasamy 

(Plant Manager) (Maintenance Manager) (Human Resource Manager – Ipoh) 

Tony Yee Sin Kin Razali bin Arshad Noor Akilah Saidin 

(Technical Manager) (Human Resource Manager – Klang) (Quality Assurance Manager) 

Dorothy Ressel Noraziah bte Mahmud Terrence Lee 

(Marketing Manager – USA Office) (Marketing & Production (Business Development Manager) 

Schedule Planner) 

Desmond Tang Jeff Lee Lew Sin Chiang 

(Marketing Manager) (Assistant Marketing Manager) (Assistant Manager – Manufacturing) 

SENIOR EXECUTIVES 

Ong Kee Yong Gan Ah Suan James Liew 

(Accountant – Ipoh) (Accountant – Klang) (Maintenance Engineer – Ipoh) 

Koo Sing Huat Ngiam Geok Lian Eddy Yap She Koon 

(Accounts – Klang) (Executive Secretary) (Administrative & Personnel) 

Eddie Rosyadie Khu Hun Lan Shanti 

(QA Validation) (Accounts – Klang) (Administrative & Personnel – Ipoh) 

Wong Chong Ban Annie Teh Bong Nee Loh Yew Choong 

(Senior Chemist) (IT Executive) (Production & Technical Executive) 

Mansor bin Daud 

(Maintenance Engineer)



CORPORATE GOVERNANCE STATEMENT 

Top Glove Corporation Bhd (‘Top Glove’ or the ‘Company’) recognises that its existence in the business 

community relies on the support, trust and confidence of our shareholders, business associates, 

customers, suppliers, financiers and various other group of people with whom it 

interacts and conducts business with. 

Its Board of Directors is therefore committed to formulate policies and direct the Company to achieve 

its objectives by enhancing shareholders’ value with corporate accountability and openness, taking into 

account the interests of other stakeholders. 

The Company will take every step to ensure that the principles of good corporate governance is 

complied with by adhering to the Malaysian Code on Corporate Governance’s (the ‘Code’) best practices 

for companies and to fulfil the provisions of the recently revamped listing requirements of the KLSE 

(‘the KLSE Listing Requirements’). 

THE BOARD OF DIRECTORS 

Top Glove is led by an experienced Board comprising members who are specialised in the glove 

manufacturing and various business sectors supported by a wide range of other professionals 

in the legal and accounting sectors. This wide spectrum of skills and experience provide the strength 

that is needed to lead the Company to meet its objectives and enable the Company to rest in the firm 

control of an accountable and competent Board of Directors. 

The Board currently comprises seven (7) members: three (3) executive directors including the Chairman/ 

Managing Director, two (2) independent non-executive directors and two (2) non-executives directors. 

The composition reflects a balance of executive directors and non-executive directors (including 

independent non-executive directors) such that no individual or small group of individuals can dominate 

the board’s decision making. A brief description of the background of each Director is presented on 

pages 14 to 17. 

19 

The Board meets quarterly to review its quarterly performances and discuss new policies and strategies 

since the Company was listed on 27 March 2001 and had its first post listing results announced 

for the quarter ended 31 May 2001. Additional meetings will be called as and when necessary. 

During the year ended 31 August 2001, one Board Meeting was held and the attendance of Board 

members are as follows: 

Date & Time of Board Meeting 


Tan Sri Datuk Arshad bin Ayub 

Tong Siew Bee 

Haji Shahadan bin Hj Abd Manas 

Lim Hooi Sin 

Sekarajasekaran a/l Arasaratnam 

Lau Boon Ann 

9 July 2001 (11.00 a.m.) 

Present 

Absent 

Present 

Present 

Absent 

Present 

Present 

The above meeting was held in the Company’s Board Room at Lot 5091, Jalan Teratai, Batu 5, 

Off Jalan Meru, 41050 Klang, Selangor, Malaysia. 

It is the Company’s intention that each new director is given a comprehensive briefing on the Company’s 

history, operations, financial control system and plant visit to enable them to have first hand 

understanding of the Company’s operation. This orientation programme will be implemented by 

31 December 2001.



CORPORATE GOVERNANCE STATEMENT (CONT’D) 

THE BOARD OF DIRECTORS (CONT’D) 

Clear demarcation of duties, responsibilities and authority are being practised by the Board. 

The position of Chairman and Managing Director is held by Dr. Lim Wee Chai. The Chairman/Managing 

Director is primarily responsible for the orderly conduct of the board meeting and working of the Board. 

The Chairman/Managing Director, assisted by the Executive Director is subject to the control of the 

Board and is responsible for the implementation of Board policies, making operational decisions and 

monitoring the day to day running of the business. He also defines the limits of the management’s 

responsibilities. The Executive Director is responsible for the day to day operations of the Group 

whereby operational issues and problems are discussed, major transactions and matters relating 

to the Group are reviewed and also to formulate operational strategies. 

The non-executive Directors are to deliberate and discuss policies and strategies formulated and 

proposed by the management with the view of the long term interests of all stakeholders. 

They contribute to the formulation of policies, and decision making using their expertise and experience. 

They also provide guidance and promote professionalism to the management. 

The presence of the independent non-executive Directors is essential as they provide the unbiased 

and independent view, advice and judgement as well as to safeguard the interest of other parties like 

minority shareholders and the community. 

Directors standing for re-election at the Annual General Meeting of the Company to be held are 

Dr. Lim Wee Chai, Tong Siew Bee, Tan Sri Datuk Arshad bin Ayub and Sekarajasekaran a/l Arasaratnam. 

20 

The Board has delegated certain responsibilities to several Board Committees which operate within 

clearly defined terms of reference. The Chairman of the various committees will report to the Board the 

outcome of the committee meetings and such reports are incorporated in the minutes of the Board 

meeting. The various committees are: 

Audit Committee 

This committee was established on 5 September 2000. Its role and function is to assist the Board in 

overseeing the Group’s activities within its clear defined terms of reference. Best Practices BB Part 2 

and Part 4 of the Code and Paragraph 15.13 of the KLSE Listing Requirements spell out the duties of 

an Audit Committee. The scope of duties of Top Glove’s Audit Committee includes primarily the duties 

detailed therein. Pursuant to Paragraph 15.26 of the KLSE Listing Requirements, the Audit Committee 

Report for the current financial year can be found in pages 25 to 28 of this Annual Report which also 

contain other information as required under the Code. 

The Board shall review the term of office and performance of the audit committee and each of its 

members once at least every three (3) years to determine whether such audit committee and members 

have carried out their duties in accordance with their terms of reference. 

The Board has full access to both internal and external auditors and receive reports on all audits 

performed via this committee.




Nomination Committee 

The committee was established on 7 November 2001. Its role is to assist the Board of Directors in their 

responsibilities in nominating new nominees to the Board of Directors. The Nomination Committee shall 

also assess the performance of the Directors of the Company on an on-going basis. 

The members of the Nomination Committee, are as follows: 

(a) Tan Sri Datuk Arshad Bin Ayub (Independent Non-Executive Director) – Chairman 

(b) Lau Boon Ann (Non-Executive Director) 

(c) Sekarajasekaran a/l Arasaratnam (Independent Non-Executive Director) 

The duties and responsibilities of the Nomination Committee are as follows: 

• To recommend to the Board of Directors, candidates for all directorships to be filled by the 

Shareholders or the Board of Directors. 

• To consider, in making its recommendations, candidates for directorships proposed by the Chief 

Executive Officer and, within the bounds of practicability, by any other senior executive or any 

Director or Shareholder 

• To recommend to the Board of Directors the nominees to fill the seats on Board Committees. 

• To assess the effectiveness of the Board of Directors as a whole and each individual 

Directors/committees of the Board. 

• To act in line with the directions of the Board of Directors. 

21 

• To consider and examine such other matters as the Nomination Committee considers appropriate. 

Remuneration Committee 

The Committee was established on 7 November 2001. Its role is to assist the Board of Directors in their 

responsibilities in assessing the remuneration packages of the executive directors. 

The members of the Remuneration Committee are as follow: 

(a) Dr. Lim Wee Chai (Chairman and Managing Director) – Chairman 

(b) Sekarajasekaran a/l Arasaratnam (Independent Non-Executive Director) 

(c) Lau Boon Ann (Non-Executive Director) 

The duties and responsibilities of the Remuneration Committee are as follow: 

• To review and assess the remuneration packages of the executive directors in all forms, with or 

without other independent professional advice or other outside advice. 

• To ensure the levels of remuneration be sufficiently attractive and be able to retain directors needed 

to run the Company successfully. 

• To structure the component parts of remuneration so as to link rewards to corporate and individual 

performance and to assess the needs of the Company for talent at Board level at a particular time. 

• To recommend to the Board of Directors the remuneration packages of the executive directors. 

• To act in line with the directions of the Board of Directors; and 

• To consider and examine such other matters as the Remuneration Committee considers appropriate.




THE BOARD OF DIRECTORS (CONT’D) 

Directors’ Remuneration 

1) Aggregate remuneration of Directors categorised into appropriate components are as follows: 

Benefits- 

Salaries Fees Bonus in-kind Total 

RM’000 RM’000 RM’000 RM’000 RM’000 

Executive Directors 624 80 0 35 739 

Non-Executive Directors 0 90 0 0 90 

2) Directors’ remuneration are broadly categorised into the following bands: 

Range of Remuneration 

Number of Directors 

Executive 

Nonexecutive 

Below RM50,000 0 4 

RM50,001 to RM100,000 2 0 

RM450,000 to RM500,000 1 0 

22 

SUPPLY OF INFORMATION TO THE BOARD 

All Directors are provided with an agenda of the meeting and board papers which contain Company’s 

financial performance, business outlook, various committees’ reports and disclosures by Directors of 

their interest in shares and their interest in contracts, properties and offices pursuant to S135 and S131 

of the Companies Act, 1965 respectively prior to the Board meeting. The board papers are issued in 

advance to facilitate informed decision-making. The Managing Director will lead the presentation of 

board papers and provide comprehensive explanations of pertinent issues. Any proposals and 

recommendations by the management will be deliberated and discussed by the Board before a decision 

is made. Minutes are prepared on all board proceedings and will be signed by the Chairman of the 

meeting in accordance with the provision of S156 of the Companies Act, 1965. The Board is kept 

updated on the Company’s financial activities and operations on a regular basis. 

The Directors are also notified of any corporate announcement released to the KLSE and the impending 

restriction in dealing with the securities of the Company prior to the announcement of the quarterly 

financial results. 

All Directors have access to the advice and services of the Company Secretary and they have been 

issued with the Code of Ethics for Directors and Secretaries. The Company Secretary also acts as the 

Secretary for all the Board Committees.




RELATIONSHIP WITH THE SHAREHOLDERS 

The Company views the timely and equal dissemination of information to shareholders and 

stakeholders as important. It strictly adheres to the disclosure requirements of the KLSE. The Company 

is cautious not to provide undisclosed material information about the Company to any shareholder or 

shareholder group. 

The AGM is an important forum where communications with shareholders can be effectively conducted. 

Shareholders are notified of the meeting together with a copy of the Company’s Annual Report 21 days 

before the meeting. At each AGM, shareholders are given ample time and opportunity to ask for more 

information, without limiting the type of questions asked, prior to seeking approval by show of hands 

from the members and proxies on the audited financial statements. During the meeting, the Chairman 

and the Board members are prepared to respond to all queries and undertake to provide sufficient 

clarification on issues and concerns raised by the shareholders. The external auditors are also present to 

provide their professional and independent clarification on issues and concerns raised by the 

shareholders. Status of all resolutions proposed at the AGM are submitted to KLSE at the end of the 

meeting day. The Board has ensured that each item of special business included in the notice of the 

annual or extraordinary general meeting are accompanied by a full explanation of the effects of a 

proposed resolution. 

Institutional investors and analysts are welcomed and have equal opportunity to meet our management 

about performance, corporate governance and other matters related to shareholders’ interest. 

The Company also maintain two web sites at www.topglove.com.my and http://topglove.asiaep.com 

from which shareholders and stakeholders can access for information. 

23 

ACCOUNTABILITY AND AUDIT 

Financial Report 

Statement of Directors’ Responsibility in respect of Audited Financial Statements pursuant to 

Paragraph 15.27 (a) of the Listing Requirements. 

The Directors are responsible to ensure that financial statements are drawn up in accordance with the 

provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. In 

presenting the financial statements, the Company has used appropriate accounting policies, consistently 

applied and supported by reasonable and prudent judgements and estimates and prepared on a going 

concern basis. The directors also strive to ensure that financial reporting present a balanced and 

understandable assessment of the Company’s position and prospects. 

Quarterly financial statements are reviewed by the Audit Committee and approved by the Board of 

Directors prior to release to KLSE within stipulated time frame. 

Internal Control 

Internal control mechanism is embedded in the various work processes and procedures at appropriate 

levels in the Company. The Managing Director is responsible in ensuring the existence and effectiveness 

of internal control through the works of routine checking, reporting, proper delegation of authorisation 

and approval system in the Company. In developing the internal control system, consideration is given to 

overall control environment of the Company, assessment of both operational and financial risks and 

effective monitoring mechanism. In monitoring the internal control system by the internal audit 

department, emphasis is placed not only on financial controls but operational and compliance controls 

as well.




ACCOUNTABILITY AND AUDIT (CONT’D) 

While the management has full responsibility in ensuring the effectiveness of internal control which it 

establishes, the Board has the authority to assess the state of internal control as it deems necessary. 

In doing so, the Board has the right to information and clarification from management as well as seek 

inputs from the Audit Committee, external and internal auditors. 

The Company has a documented delegation of authority with a clear line of responsibility and 

accountability. It sets out the decisions that need to be taken and the appropriate approving authority 

at various levels of management including matters that require board approval. 

To assist the Board in fulfilling this role, the Audit Committee in its advisory capacity is established with 

specific terms of reference which include the overseeing and monitoring of the Company’s financial 

reporting system and the internal and external audit processes. 

Whilst the Board also reviews the key business and financial risks facing the Company, there is also a 

dedicated committee in the Company to review and monitor risks in relation to credit and to make 

appropriate recommendations thereto. A Risk Management Committee will be set-up by December 2001 

under the Internal Audit Department to look into the identification, assessment, controlling and reviewing 

of potential principal risks to the Group. 

Relationship with the Auditors 

24 

The external auditors, Messrs. Arthur Andersen & Co and Messrs. William C.H. Tan & Associates have 

continued to report to members of the Company on their findings which are included as part of the 

Company’s statutory financial statements. The Company has thus established a transparent arrangement 

with the auditors to meet auditors’ professional requirements. From time to time, the auditors highlight to 

the Audit Committee and Board of Directors on matters that require Board’s attention through the 

issuance of management letters. 

RECURRENT RELATED PARTY TRANSACTIONS 

Save as follows, there are no transactions of the Company which involve the Directors or substantial 

shareholders of the Company during the financial year ended 31 August 2001: 

Related party: 

Nature of transactions: 

Interested party: 

Nature of relationship: 

Value of transactions: 

Titi Latex Sdn Bhd 

Supply of latex to the Company for production of gloves 

Dr Lim Wee Chai 

Dr Lim Wee Chai owns 4.85% shares in Titi Latex Sdn Bhd 

RM6,474,286.00 

The Directors confirmed that the recurrent transactions were conducted at arm’s length on commercial 

terms based on prevailing market prices which are not more favourable to the Related Parties than those 

extended to the general public and are not to the detriment of the minority shareholders.



AUDIT COMMITTEE REPORT 

TERMS OF REFERENCE OF AUDIT COMMITTEE 

1. Membership 

Members 

(a) Tan Sri Datuk Arshad bin Ayub 

(b) Dr. Lim Wee Chai 

(c) Sekarajasekaran a/l Arasaratnam 

Designation 

Chairman & Independent Non-Executive Director 



2. Composition of members 

The Board shall elect the Audit Committee members from amongst themselves, comprising no fewer 

than three (3) directors, where the majority shall be independent directors. The term of office of the 

audit committee is 2 years and may be re-nominated and appointed by the Board of Directors. 

In this respect, the Board adopts the definition of “independent director” as defined under 

the Kuala Lumpur Stock Exchange (“KLSE”) Listing Requirements. 

At least one member of the Audit Committee must be: 

(a) 

(b) 

a member of the Malaysian Institute of Accountant (“MIA”); or 

if he is not a member of MIA, he must have at least 3 years of working experience and: 

i. he must have passed the examinations specified in Part I of the 1st Schedule of the 

Accountants Act 1967; or 

ii. he must be a member of one of the associations of the accountants specified in Part II of the 

First Schedule of the Accountants Act 1967. 

25 

No alternate director of the Board shall be appointed as a member of the Audit Committee. 

Retirement and resignation 

If a member of the Audit Committee resigns, dies, or for any reason ceases to be a member with the 

result that the number of members is reduced below three (3), the Board shall within three (3) months 

of the event appoint such number of the new members as may be required to fill the vacancy. 

3. Chairman 

The Chairman of the Audit Committee, elected from amongst the Audit Committee members, shall be 

an independent director. The Chairman of the Committee shall be approved by the Board of Directors.



AUDIT COMMITTEE REPORT (CONT’D) 

4. Secretary 

The Secretary of the Audit Committee shall be the Company Secretary. 

The Secretary shall be responsible for drawing up the agenda with concurrence of the Chairman and 

circulating it, supported by explanatory documentation to members of the Audit Committee prior to 

each meeting. 

The Secretary shall also be responsible for keeping the minutes of meetings of the Audit Committee, 

circulating them to members of the Audit Committee and to the other members of the Board of 

Directors and for following up outstanding matters. 

5. Meetings 

The Audit Committee meetings shall be conducted at least four (4) times annually, or more frequently 

as circumstances dictate. In addition, the Chairman may call for additional meetings at any time at the 

Chairman’s discretion. 

In the absence of the Chairman, the other independent director shall be the Chairman for that meeting. 

26 

The members of the Audit Committee, Group Financial Controller and the head of internal audit will 

normally be in attendance at the meetings. Representatives of the external auditors are to be in 

attendance at meeting where matters relating to the audit of the statutory accounts and/or external 

auditors are to be discussed. 

Other directors, officers and employees of the Company and/or Group may be invited to attend, 

except for those portions of the meetings where their presence is considered inappropriate, as 

determined by the Audit Committee. However, at least once a year the Audit Committee shall meet 

with the external auditors without any executive board member present. 

Minutes of each meeting shall be kept and distributed to each member of the Audit Committee and 

also to the other members of the Board of Directors. The Audit Committee Chairman shall report on 

each meeting to the Board of Directors. 

6. Quorum 

The quorum for the Audit Committee meeting shall be the majority of members present whom must 

be independent directors. 

7. Reporting 

The Audit Committee shall report to the Board of Directors, either formally in writing, or verbally, as it 

considers appropriate on the matters within its terms of reference at least once a year, but more 

frequently if it so wishes. 

The Audit Committee shall report to the Board of Directors on any specific matters referred to it by the 

Board for investigation and report.




8. Objectives 

The principal objectives of the Audit Committee is to assist the Board of Directors in discharging its 

statutory duties and responsibilities relating to accounting and reporting practices of the holding 

company and each of its subsidiaries. In addition, the Audit Committee shall: 

• evaluate the quality of the audits performed by the internal and external auditors; 

• provide assurance that the financial information presented by management is relevant, 

reliable and timely; 

• oversee compliance with laws and regulations and observance of a proper code of conduct; and 

• determine the quality, adequacy and effectiveness of the Group’s control environment. 

9. Authority 

The Audit Committee shall, in accordance with a procedure to be determined by the Board of 

Directors and at the expense of the Company, 

(a) authorise to investigate any activity within its terms of reference. All employees shall be directed to 

co-operate as requested by members of the Audit Committee. 

(b) have full and unlimited/unrestricted access to all information and documents/resources which are 

required to perform its duties as well as to the internal and external auditors and senior 

management of the Company and Group. 

27 

(c) obtain, at the expense of the Company, other independent professional advice or other advice and 

to secure the attendance of outsiders with relevant experience and expertise if it considers 

necessary. 

(d) be able to convene meetings with the external auditors, without the attendance of the executive 

members of the Audit Committee, whenever deemed necessary. 

(e) be able to make relevant reports when necessary to the relevant authorities if a breach of the 

Listing Requirements occurred.




10. Duties and Responsibilities 

The duties and responsibilities of the Audit Committee are as follow: 

• To review the maintenance and control of an effective accounting system; 

• To review the Group’s public accountability and compliance with the law; 

• To ensure the adequacy of internal and external audit procedures; 

• To evaluate the quality of external auditors and make recommendations concerning their 

appointment and remuneration and to consider the nomination of a person or persons as 

external auditors; 

• To provide liaison between the external auditors, the management and the Board of Directors 

and also to review the assistance given by the management to the external auditors; 

• To review the findings of the internal and external auditors; 

• To review the quarterly results and financial statements and annual report prior to submission 

to the Board of Directors; 

28 

• To monitor any related party transactions that may arise within the Group and to report, if any, 

transactions between the Group and any related party outside the Group which are not based 

on arms-length terms and on terms which are disadvantageous to the Group; 

• To report its findings on the financial and management performance, and other material matters 

to the Board of Directors; 

• To act in line with the directions of the Board of Directors; and 

• To consider and examine such other matters as the Audit Committee considers appropriate. 

MEETINGS AND ATTENDANCE 

The Members of Audit Committee met two times during the financial year ended 31 August 2001. 

Members 

No. of Meetings Attended 

(a) Dr. Lim Wee Chai 2 of 2 

(b) Tan Sri Datuk Arshad bin Ayub 1 of 2 

(c) Sekarajasekaran a/l Arasaratnam 1 of 2



FINANCIAL STATEMENTS 

30 

34 

34 

35 

36 

37 

38 

Directors’ Report 

Statement by Directors 

Statutory Declaration 

Auditors’ Report 

Balance Sheets 

Income Statements 

Statements of Changes in Equity 

39 Cash Flow Statements 

41 Notes to the Financial Statements 

29



DIRECTORS’ REPORT 

The directors hereby submit their report together with the audited financial statements of the Group and the Company for the financial year ended 

31 August 2001. 

PRINCIPAL ACTIVITIES 

The principal activities of the Company are investment holding and provision of management services. 

The principal activities of the subsidiaries are described in Note 4 to the financial statements. 

There were no significant changes in the nature of these activities during the financial year. 

RESULTS 

GROUP COMPANY 

RM 

RM 

____________ 

____________ 

Net profit for the year 15,901,527 20,125,478 

DIVIDENDS 

The amount of dividend paid or declared by the Company since 31 August 2000 were as follows: 

30 

In respect of the financial year ended 31 August 2001 

Interim tax exempt ordinary dividend of 5% on 50,000,000 ordinary shares paid on 31 May 2001 2,500,000 

____________ 

RM 

At the forthcoming Annual General Meeting, dividend which will be proposed for shareholder’s 

approval in respect of the current financial year ended 31 August 2001 were as follows: 

Final tax exempt dividend of 3% on 50,000,000 ordinary shares 1,500,000 

RM 

____________ 

The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders will 

be accounted for in shareholder’s equity as an appropriation of retained profits in the next financial year ending 31 August 2002. 

RESERVES AND PROVISIONS 

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the statements of changes 

in equity. 

BAD AND DOUBTFUL DEBTS 

Before the income statements and balance sheets were made out, the directors took reasonable steps to ascertain that action had been taken in 

relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that there were no known bad 

debts and that adequate provision had been made for doubtful debts. 

At the date of this report, the directors are not aware of any circumstances which would require any amount to be written off as bad debts or 

render the amount of provision for doubtful debts in the financial statements of the Group and the Company inadequate to any substantial extent.



DIRECTORS’ REPORT (CONT’D) 

CURRENT ASSETS 

Before the income statements and balance sheets were made out, the directors took reasonable steps to ensure that any current assets which 

were unlikely to be realised in the ordinary course of business their values as shown in the accounting records of the Group and the Company 

have been written down to an amount which they might be expected so to realise. 

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current assets in the 

financial statements of the Group and the Company misleading. 

VALUATION METHODS 

At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing method of 

valuation of assets or liabilities of the Group and the Company misleading or inappropriate. 

CONTINGENT AND OTHER LIABILITIES 

At the date of this report, there does not exist: 

(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year which secures the liabilities of 

any other person; or 

(b) any contingent liability of the Group and the Company which has arisen since the end of the financial year. 

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of 

the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and the Company to meet their 

obligations when they fall due. 

31 

CHANGE OF CIRCUMSTANCES 

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements of 

the Group and the Company which would render any amount stated in the financial statements misleading. 

ITEMS OF AN UNUSUAL NATURE 

The results of the operations of the Group and the Company during the financial year were not, in the opinion of the directors, substantially affected 

by any item, transaction or event of a material and unusual nature. 

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material 

and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and the Company for 

the financial year in which this report is made. 

ISSUE OF SHARES 

During the financial year, the Company increased its issued and paid-up share capital from RM600,000 to RM50,000,000 by way of the issuance 

of 49,400,000 ordinary shares as follows: 

CLASS NUMBER TERMS AND PURPOSE OF ISSUE 

Ordinary share of RM1 each 25,975,213 Acquisition of subsidiaries 

Ordinary share of RM1 each 15,914,787 Rights Issue of 599 new ordinary shares of RM1 each 

for every 1,000 ordinary shares held at RM1.16 each * 

Ordinary share of RM1 each 7,510,000 Public Issue at RM2.70 each * 

* The proceeds from Rights Issue and Public Issue have been utilised to repay bank borrowings, purchase of plant, machinery, information 

technology and office equipment, payment of listing expenses and for working capital.




ISSUE OF SHARES (CONT’D) 

All the new ordinary shares that were issued rank pari passu in all respects with the existing shares. 

On 8 November 2001, the Company announced the proposed bonus issue of 15,000,000 new ordinary shares of RM1.00 each in the Company 

on the basis of 3 ordinary shares for every 10 existing ordinary shares held. Consequently, the Company’s issued and paid up share capital 

increased from RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00 each to RM65,000,000 comprising 65,000,000 ordinary shares 

of RM1.00 each. 

All the shares to be issued pursuant to the proposed Bonus Issue will rank pari passu in all respects with the existing shares of the Company 

except that they shall not be entitled to any dividends, rights, allotments and/or any other distributions, the entitlement of which is prior to the 

allotment of Bonus Issue. 

To accommodate the proposed Bonus Issue, the Company also proposed an increase in authorised share capital from 50,000,000 ordinary shares 

to 100,000,000 ordinary shares by the creation of 50,000,000 new ordinary shares of RM1.00 each. 

SIGNIFICANT EVENTS 

The significant events during the financial year are disclosed in Note 25 to the financial statements. 

DIRECTORS 

The directors who served since the date of the last report are: 

32 


Tan Sri Datuk Arshad bin Ayub 

Tong Siew Bee 

Haji Shahadan bin Haji Abd Manas 

Lim Hooi Sin 

Sekarajasekaran a/l Arasaratnam 

Lau Boon Ann 

In accordance with the Company’s Articles of Association, Tong Siew Bee retires at the forthcoming Annual General Meeting and being eligible, 

offers herself for re-election. 

In accordance with the Listing Requirements of Kuala Lumpur Stock Exchange, Dr. Lim Wee Chai retires at the forthcoming Annual General Meeting 

and being eligible, offers himself for re-election. 

Tan Sri Datuk Arshad bin Ayub and Sekarajasekaran a/l Arasaratnam retire pursuant to Section 129(2) of the Companies Act, 1965 (“the Act”) and 

a resolution is being proposed for their reappointment as directors under the provision of Section 129(6) of the Act to hold office until the next 

Annual General Meeting of the Company. 

DIRECTORS’ BENEFITS 

During and at the end of the financial year, no arrangements subsisted to which the Company is a party with the object of enabling directors of 

the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. 

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than a benefit included in the 

aggregate amount of emoluments received or due and receivable by the directors as shown in Note 16 or deemed benefits, if any, arising from 

transactions disclosed in Note 22 to the financial statements) by reason of a contract made by the Company or a related corporation with the 

director or with a firm of which he is a member, or with a company in which he has a substantial financial interest.




DIRECTORS’ INTERESTS 

According to the register of directors’ shareholdings, the interests of directors who held office at the end of the financial year in shares in the 

Company during the financial year were as follows: 

NUMBER OF ORDINARY SHARES OF RM1 EACH 

DATE OF RIGHTS 31 AUGUST 

APPOINTMENT ISSUE BOUGHT SOLD 2001 


— direct 13,805,443 8,267,504 10,000 7,397,134 14,685,813 

— indirect 7,141,320 4,276,638 1,020,000 3,826,780 8,611,178 

Tan Sri Datuk Arshad bin Ayub — — 1,875,000 — 1,875,000 

Tong Siew Bee 

— direct 849,716 508,859 10,000 455,333 913,242 

— indirect 20,097,047 12,035,283 1,020,000 10,768,581 22,383,749 

Haji Shahadan bin Haji Abd Manas — — 2,510,000 2,100,000 410,000 

Lim Hooi Sin 

— direct 1,303,269 780,473 10,000 698,376 1,395,366 

— indirect 19,643,494 11,763,669 1,020,000 10,525,538 21,901,625 

Sekarajasekaran a/l Arasaratnam 1,941,433 1,162,643 10,000 1,040,345 2,073,731 

Lau Boon Ann — — 10,000 — 10,000 

Dr. Lim Wee Chai, Tong Siew Bee and Lim Hooi Sin by virtue of their interest in shares of the Company are also deemed interested in shares of 

all the subsidiaries to the extent the Company has an interest. 

33 

NUMBER OF EMPLOYEES AND PRINCIPAL PLACE OF BUSINESS 

The number of employees in the Group at the end of the year was 1,356. 

The Company is a public limited company, incorporated and domiciled in Malaysia, and is listed on Second Board of the Kuala Lumpur Stock 

Exchange. The principal place of business of the Company is located at Lot 5091, Jalan Teratai, Batu 5, Off Jalan Meru, 41050 Klang, Selangor. 

AUDITORS 

Arthur Andersen & Co. retire and have indicated their willingness to accept re-appointment. 

Signed on behalf of the board in accordance with a resolution of the directors 


TONG SIEW BEE 

6 December 2001 

Klang



STATEMENT BY DIRECTORS 

We, DR. LIM WEE CHAI and TONG SIEW BEE, being two of the directors of TOP GLOVE CORPORATION BHD, do hereby state that, in the opinion of 

the directors, the financial statements set out on pages 36 to 54 give a true and fair view of the state of affairs of the Group and the Company as 

at 31 August 2001 and of their results and their cash flows for the year then ended and have been properly drawn up in accordance with the 

provisions of Companies Act 1965 and applicable approved accounting standards in Malaysia. 

Signed on behalf of the board in accordance with a resolution of the directors 


TONG SIEW BEE 


Klang 

34 

STATUTORY DECLARATION 

I, DR. LIM WEE CHAI, the director primarily responsible for the financial management of TOP GLOVE CORPORATION BHD, do solemnly and sincerely 

declare that the financial statements set out on pages 36 to 54 are, to the best of my knowledge and belief, correct, and I make this solemn 

declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. 

Subscribed and solemnly declared ) 

by the abovenamed DR. LIM WEE CHAI ) 

at Shah Alam in the State of Selangor ) 

on 6 December 2001 ) 


Before me, 

NORMAH HJ. OSMAN 

Commissioner for Oaths 

Shah Alam



AUDITORS’ REPORT TO THE SHAREHOLDERS OF TOP GLOVE CORPORATION BHD 

We have audited the financial statements set out on pages 36 to 54. These financial statements are the responsibility of the Company’s directors. 

Our responsibility is to express an opinion on these financial statements based on our audit. 

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the 

audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, 

on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting 

principles used and significant estimates made by the directors, as well as evaluating the overall financial statement presentation. We believe that 

our audit provides a reasonable basis for our opinion. 

In our opinion: 

(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable approved 

accounting standards in Malaysia and give a true and fair view of: 

(i) 

the state of affairs of the Group and the Company as at 31 August 2001 and of their results and their cash flows for the year then 

ended; and 

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; 

(b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted 

as auditors have been properly kept in accordance with the provisions of the Act. 

We have considered the financial statements and the auditors’ report of all the subsidiaries of which we have not acted as auditors, as indicated 

in Note 4 to the financial statements, being financial statements that have been included in the consolidated financial statements. 

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are 

in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received 

satisfactory information and explanations required by us for these purposes. 

35 

The auditor’s reports on the financial statements of the subsidiaries were not subject to any qualification or any comment made under subsection 

(3) of Section 174 of the Act. 

ARTHUR ANDERSEN & CO. 

No. AF 0103 

Public Accountants 

LEE AH TOO 

No. 2187/09/03(J) 

Partner of the Firm 


Melaka



BALANCE SHEETS 31 AUGUST 2001 

GROUP 

COMPANY 

2001 2001 2000 

NOTE RM RM RM 

NON-CURRENT ASSETS 

Property, plant and equipment 3 71,443,524 — — 

Subsidiaries 4 — 25,975,213 — 

Other investment 5 15,300 — — 

Intangible assets 6 — 

____________ 

— 

____________ 

11,089 

____________ 

71,458,824 

____________ 

25,975,213 

____________ 

11,089 

____________ 

36 

CURRENT ASSETS 

Inventories 7 23,025,816 — — 

Other receivables 1,297,067 — 598,998 

Due from subsidiaries 8 — 55,673,566 — 

Trade receivables 23,327,756 — — 

Cash and bank balances 9 9,824,335 

____________ 

8,594 

____________ 

994 

____________ 

57,474,974 

____________ 

55,682,160 

____________ 

599,992 

____________ 

CURRENT LIABILITIES 

Short term borrowings 10 8,398,308 — — 

Trade payables 11,267,168 — — 

Other payables 7,757,716 191,187 11,081 

Taxation 726,245 

____________ 

— 

____________ 

— 

____________ 

28,149,437 

____________ 

191,187 

____________ 

11,081 

____________ 

NET CURRENT ASSETS 29,325,537 55,490,973 588,911 

____________ ____________ ____________ 

100,784,361 81,466,186 600,000 

____________ ____________ ____________ 

FINANCED BY: 

Share capital 11 50,000,000 50,000,000 600,000 

Reserves 43,170,391 

____________ 

31,466,186 

____________ 

— 

____________ 

Shareholders’ equity 93,170,391 81,466,186 600,000 

Minority interests 320,824 

____________ 

— 

____________ 

— 

____________ 

93,491,215 

____________ 

81,466,186 

____________ 

600,000 

____________ 

Hire purchase payables 12 305,706 — — 

Term loans 13 5,254,440 — — 

Deferred taxation 14 1,733,000 

____________ 

— 

____________ 

— 

____________ 

Non-current liabilities 7,293,146 — — 

____________ ____________ ____________ 

100,784,361 81,466,186 600,000 

____________ ____________ ____________ 

The accompanying notes are an integral part of these balance sheets.



INCOME STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2001 

GROUP 

COMPANY 

2001 2001 2000 

NOTE RM RM RM 

Revenue 15 138,862,134 20,600,000 — 

Cost of sales (103,932,195) 

____________ 

— 

____________ 

— 

____________ 

Gross profit 34,929,939 20,600,000 — 

Other operating income 424,903 21,247 — 

Distribution and selling costs (9,355,525) — — 

Administrative and general expenses (6,362,471) (215,769) — 

Other operating expenses (65,930) 

____________ 

— 

____________ 

— 

____________ 

Profit from operations 16 19,570,916 20,405,478 — 

Finance costs 17 (2,353,431) 

____________ 

— 

____________ 

— 

____________ 

Profit before taxation 17,217,485 20,405,478 — 

Taxation 18 (1,312,313) 

____________ 

(280,000) 

____________ 

— 

____________ 

Profit after taxation 15,905,172 20,125,478 — 

Minority interests (3,645) — — 

____________ ____________ ____________ 

Net profit for the year 15,901,527 20,125,478 — 

____________ ____________ ____________ 

Basic earnings per share (sen) 19 39.6 

____________ 

37 

The accompanying notes are an integral part of these statements.



STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 AUGUST 2001 

NON-DISTRIBUTABLE DISTRIBUTABLE 

FOREIGN 

SHARE SHARE EXCHANGE RETAINED 

CAPITAL PREMIUM RESERVE PROFITS TOTAL 

GROUP RM RM RM RM RM 

At 1.9.2000 600,000 — — 27,950,841 28,550,841 

Issuance of shares 

— Acquisition of subsidiaries 25,975,213 — — — 25,975,213 

— Rights Issue 15,914,787 2,546,366 — — 18,461,153 

— Public Issue 7,510,000 12,767,000 — — 20,277,000 

Listing expenses — (1,472,658) — — (1,472,658) 

Merger deficit set off — — — (12,053,213) (12,053,213) 

Currency translation differences* — — 30,528 — 30,528 

Net profit for the year — — — 15,901,527 15,901,527 

Dividends (Note 20) — — — (2,500,000) (2,500,000) 

____________ ____________ ____________ ____________ ____________ 

At 31.8.2001 50,000,000 13,840,708 30,528 29,299,155 93,170,391 

____________ ____________ ____________ ____________ ____________ 

38 

NON-DISTRIBUTABLE DISTRIBUTABLE 

FOREIGN 

SHARE SHARE EXCHANGE RETAINED 

CAPITAL PREMIUM RESERVE PROFITS TOTAL 

COMPANY RM RM RM RM RM 

At 1.9.1999 2 — — — 2 

Issuance of shares 599,998 

____________ 

— 

____________ 

— 

____________ 

— 

____________ 

599,998 

____________ 

At 31.8.2000 600,000 — — — 600,000 

Issuance of shares 

— Acquisition of subsidiaries 25,975,213 — — — 25,975,213 

— Rights Issue 15,914,787 2,546,366 — — 18,461,153 

— Public Issue 7,510,000 12,767,000 — — 20,277,000 

Listing expenses — (1,472,658) — — (1,472,658) 

Net profit for the year — — — 20,125,478 20,125,478 

Dividends (Note 20) — — — (2,500,000) (2,500,000) 

____________ ____________ ____________ ____________ ____________ 

At 31.8.2001 50,000,000 13,840,708 — 17,625,478 81,466,186 

____________ ____________ ____________ ____________ ____________ 

* Representing net gain not recognised in the income statement. 




CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2001 

CASH FLOWS FROM OPERATING ACTIVITIES 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

Profit before taxation 17,217,485 20,405,478 — 

Adjustments for: 

Depreciation 4,864,645 — — 

Gain on disposals of fixed assets (14,174) — — 

Intangible assets written off 33,792 11,089 — 

Interest expense 1,782,740 — — 

Interest income (101,984) 

____________ 

(21,247) 

____________ 

— 

____________ 

Operating profit before working capital changes 23,782,504 20,395,320 — 

Increase in receivables (23,986,169) (55,074,568) (598,998) 

Increase in inventories (8,468,575) — — 

Increase in payables 12,989,463 180,106 3,300 

Increase in intangible assets — 

____________ 

— 

____________ 

(3,308) 

____________ 

Cash generated from/(used in) operations 4,317,223 (34,499,142) (599,006) 

Interest paid (1,782,740) — — 

Tax paid (944,257) 

____________ 

(280,000) 

____________ 

— 

____________ 

Net cash generated from/(used in) operating activities 1,590,226 

____________ 

(34,779,142) 

____________ 

(599,006) 

____________ 

39 

CASH FLOWS FROM INVESTING ACTIVITIES 

Issuance of shares 39,080,060 38,738,153 599,998 

Purchase of fixed assets (14,221,527) — — 

Placement of fixed deposits (1,269,957) — — 

Interest received 101,984 21,247 — 

Proceeds from disposals of fixed assets 304,808 

____________ 

— 

____________ 

— 

____________ 

Net cash generated from investing activities 23,995,368 

____________ 

38,759,400 

____________ 

599,998 

____________



CASH FLOW STATEMENTS (CONT’D) 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

CASH FLOWS FROM FINANCING ACTIVITIES 

Listing expenses (1,472,658) (1,472,658) — 

Payment of dividends (2,500,000) (2,500,000) — 

Repayments of hire purchase payables (1,172,421) — — 

Drawdown of term loan 90,392 — — 

Repayment of term loans (14,641,441) — — 

Short term borrowings 1,027,000 

____________ 

— 

____________ 

— 

____________ 

Net cash used in financing activities (18,669,128) 

____________ 

(3,972,658) 

____________ 

— 

____________ 

CASH AND CASH EQUIVALENTS 

Net increase during the year 6,916,466 7,600 992 

At beginning of the year (1,653,498) 994 2 

____________ ____________ ____________ 

At end of the year 5,262,968 8,594 994 

____________ ____________ ____________ 

40 

Cash and cash equivalents comprise: 

Cash and bank balances 4,780,158 8,594 994 

Bank overdrafts (1,781,433) — — 

Fixed deposits 2,264,243 — — 

____________ ____________ ____________ 

5,262,968 8,594 994 

____________ ____________ ____________ 




NOTES TO THE FINANCIAL STATEMENTS 31 AUGUST 2001 

1. PRINCIPAL ACTIVITIES 

The principal activities of the Company are investment holding and provision of management services. The principal activities of the 

subsidiaries are described in Note 4. There were no significant changes in the nature of these activities during the financial year. 

2. SIGNIFICANT ACCOUNTING POLICIES 

(a) Basis of Accounting 

The financial statements of the Group and the Company have been prepared under the historical cost convention and comply with 

the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. 

(b) Revenue Recognition 

(i) 

Sales of goods 

Revenue relating to sale of goods is recognised net of discounts when transfer of risks and rewards have been completed. 

(ii) Dividend income 

Dividend income is recognised when shareholder’s right to receive payment is established. 

(iii) Revenue from services 

Revenue from services rendered is recognised net of discounts as and when the services are performed. 

(iv) Interest income 

Interest income is recognised on accrual basis. 

41 

(c) Basis of Consolidation 

The consolidated financial statements include the financial statements of the Company and all its subsidiaries. Subsidiaries are those 

companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits 

therefrom. Companies acquired or disposed are included in the consolidated financial statement from the date of acquisition or to 

the date of disposal. 

Acquisition of subsidiaries which meet the criteria for merger are accounted for using merger accounting principles. When the merger 

method is used, the cost of investment in the Company’s book is recorded at the nominal value of shares issued and the difference 

between the carrying value of the investment and the nominal value of shares acquired is treated as merger reserve or merger deficit. 

The results of the companies being merged are included as if the merger had been effected throughout the current and previous 

financial years. All the subsidiaries are consolidated using the merger method of accounting except for the acquisition of Great Glove 

(Thailand) Co Ltd, which is accounted for under the acquisition method. 

The difference between the cost of an acquisition over the fair value of the Group’s share of the net assets of the acquired subsidiary 

at the date of acquisition is included in the consolidated balance sheet as goodwill or reserve arising on consolidation and is amortised 

or credited to income statement. 

Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated financial 

statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs cannot be recovered.



NOTES TO THE FINANCIAL STATEMENTS (CONT’D) 

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 

(d) Currency Conversion and Translation 

Transactions in foreign currencies are converted into Ringgit Malaysia at rates of exchange ruling at the transaction dates. Monetary 

assets and liabilities in foreign currencies at the balance sheet date are translated into Ringgit Malaysia at rates of exchange ruling 

at that date. All exchange differences are taken to the income statement. 

Financial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with respect to the assets and 

liabilities, and at exchange rates at the dates of the transactions with respect to the income statement. All resulting translation 

differences are taken to reserves. 

The principal exchange rates for every unit of foreign currency ruling at balance sheet date used are as follows: 

2001 

United States Dollar 3.795 

Singapore Dollar 2.167 

Thailand Baht 0.088 

(e) Property, Plant and Equipment and Depreciation 

42 

Property, plant and equipment are stated at cost less accumulated depreciation. Freehold land and capital work-in-progress are 

not depreciated. Leasehold land is depreciated over the period of the respective lease which ranges from 63 years to 72 years. 

Depreciation of other property, plant and equipment is provided on a straight line basis to write off the cost of each asset over their 

estimated useful life at the following annual rates: 

Buildings 2% 

Plant and equipment 10% 

Other assets 10% to 20% 

(f) 

Inventories 

Inventories are stated at the lower of cost (determined on the first-in, first-out basis) and net realisable values. Cost of finished goods 

and work-in-progress include direct materials, direct labour, other costs and appropriate production overheads.




2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 

(g) Deferred Taxation 

Deferred taxation is provided under the liability method for all material timing differences except where there is reasonable evidence 

that these timing differences will not reverse in the foreseeable future. 

(h) Trade and Other Receivables 

Trade and other receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is made 

for doubtful debts based on review of all outstanding amounts as at the balance sheet date. 

(i) 

Investments 

Investment in subsidiaries and other long term investments are stated at cost less provision for any permanent diminution in value. 

(j) 

Interest Capitalisation 

Interest incurred on borrowings relating to the purchase of property, plant and equipment is capitalised until the assets are ready 

for their intended use. 

(k) Hire Purchase 

Property, plant and equipment acquired under hire purchase are capitalised in the financial statements and are depreciated in 

accordance with the policy set out in (e) above. The corresponding outstanding obligations due under the hire purchase after deducting 

finance expenses are included as liabilities in the financial statements. Finance expenses are charged to the income statement over 

the period of the respective agreements. 

43 

(l) 

Cash and Cash Equivalents 

Cash and cash equivalents include cash on hand and at banks and deposits at call, net of outstanding bank overdrafts.




3. PROPERTY, PLANT AND EQUIPMENT 

CAPITAL 

*LAND AND PLANT AND **OTHER WORK-IN- 

BUILDINGS EQUIPMENT ASSETS PROGRESS TOTAL 

GROUP RM RM RM RM RM 

Cost 

At 1.9.2000 32,767,237 32,639,598 4,397,749 960,381 70,764,965 

Additions 4,287,391 8,508,186 807,175 618,775 14,221,527 

Reclassification — 253,141 — (253,141) — 

Disposals — 

____________ 

(299,875) 

____________ 

(100,650) 

____________ 

— 

____________ 

(400,525) 

____________ 

At 31.8.2001 37,054,628 

____________ 

41,101,050 

____________ 

5,104,274 

____________ 

1,326,015 

____________ 

84,585,967 

____________ 

44 

Accumulated Depreciation 

At 1.9.2000 946,594 6,517,350 923,745 — 8,387,689 

Charge for the year 560,928 3,589,636 714,081 — 4,864,645 

Disposals — 

____________ 

(41,268) 

____________ 

(68,623) 

____________ 

— 

____________ 

(109,891) 

____________ 

At 31.8.2001 1,507,522 

____________ 

10,065,718 

____________ 

1,569,203 

____________ 

— 

____________ 

13,142,443 

____________ 

Net Book Value 

At 31.8.2001 35,547,106 31,035,332 3,535,071 1,326,015 71,443,524 

____________ ____________ ____________ ____________ ____________ 

* Land and buildings 

LONG TERM LONG TERM 

FREEHOLD FREEHOLD LEASEHOLD LEASEHOLD 

LAND BUILDINGS LAND BUILDING TOTAL 

RM RM RM RM RM 

Cost 

At 1.9.2000 7,606,192 14,609,558 2,900,000 7,651,487 32,767,237 

Additions 1,855,950 

____________ 

2,367,127 

____________ 

— 

____________ 

64,314 

____________ 

4,287,391 

____________ 

At 31.8.2001 9,462,142 

____________ 

16,976,685 

____________ 

2,900,000 

____________ 

7,715,801 

____________ 

37,054,628 

____________ 

Accumulated Depreciation 

At 1.9.2000 — 845,026 14,244 87,324 946,594 

Charge for the year — 

____________ 

254,883 

____________ 

42,732 

____________ 

263,313 

____________ 

560,928 

____________ 

At 31.8.2001 — 

____________ 

1,099,909 

____________ 

56,976 

____________ 

350,637 

____________ 

1,507,522 

____________ 


At 31.8.2001 9,462,142 15,876,776 2,843,024 7,365,164 35,547,106 

____________ ____________ ____________ ____________ ____________ 

**Other assets comprise motor vehicles, office furniture and equipment.




3. PROPERTY, PLANT AND EQUIPMENT (CONT’D) 

(a) Property, plant and equipment of the Group with the following carrying values are pledged to banks for banking facilities granted 

to the Group as referred to in Notes 10 and 13. 

Land and buildings 30,703,678 

Plant and equipment 20,488,277 

Other assets 2,569,199 

Capital work-in-progress 1,326,015 

____________ 

(b) Assets Held Under Hire Purchase Agreements 

Included in the above property, plant and equipment are assets held under hire purchase agreements as follows: 

2001 

RM 


2001 

RM 

Motor vehicles 1,328,529 

Plant and equipment 3,522,271 

____________ 

4,850,800 

____________ 

45




4. SUBSIDIARIES 

COMPANY 

2001 2000 

RM 

RM 

Unquoted shares, at cost: 

— in Malaysia 25,170,022 — 

— outside Malaysia 805,191 

____________ 

— 

____________ 

25,975,213 — 

(a) Details of the subsidiaries are as follows: 

____________ 

____________ 

COUNTRY OF 

NAME OF COMPANY INCORPORATION EQUITY INTERESTS PRINCIPAL ACTIVITIES 

2001 2000 

% % 

Top Glove Sdn Bhd (“TGSB”) Malaysia 100 — Manufacture and trading of gloves 

TG Medical Sdn Bhd (“TG Medical”) * Malaysia 100 — Manufacture and trading of gloves 

Great Gloves Sdn Bhd (“GG”) * Malaysia 100 — Trading of gloves 

46 

Top Glove Engineering Malaysia 100 — Property investment 

Sdn Bhd (“TG Engineering”) * 

TG Medical (U.S.A.) Inc (“TG USA”) * United States 100 — Trading of gloves 

of America 

Subsidiary of TGSB: 

Great Glove (Thailand) Thailand 74 — Manufacture of gloves 

Co Ltd (“GG Thailand”) * 

*Subsidiaries not audited by Arthur Andersen & Co. 

(b) Acquisition of subsidiaries: 

On 1 September 2000, the Company acquired 100% equity interest in TGSB, TG Medical, GG, TG Engineering and TG USA for a 

consideration of RM30,131,246 by an issue of 25,975,213 new ordinary shares of RM1 each in the Company at an issue price of 

approximately RM1.16 per share. 

On 1 August 2001, the Company through its wholly owned subsidiary, TGSB acquired 2,220,000 shares of 10 Thailand Baht each 

representing 74% equity interest in Great Glove (Thailand) Co Ltd for a consideration of 22,200,000 Thailand Baht. 

(c) The effect of the acquisition on the financial results of the Group from the date of acquisition to 31 August 2001 was as follows: 

Revenue 138,862,134 

Operating costs (119,196,696) 

____________ 

Profits from operations 19,665,438 

Finance costs (2,353,431) 

____________ 

Profit before taxation 17,312,007 

Taxation (1,032,313) 

____________ 

Profit after taxation and attributable to shareholders 16,279,694 

____________ 

RM




4. SUBSIDIARIES (CONT’D) 

(d) The effect of the acquisition on the financial position of the Group as at 31 August 2001 was as follows: 

Property, plant and equipment 71,443,524 

Other investment 15,300 

Inventories 23,025,816 

Trade and other receivables 9,113,082 

Cash and bank balances 9,815,741 

Trade and other payables (77,356,765) 

Short term borrowings (8,398,308) 

Term loans (5,254,440) 

Hire purchase payables (305,706) 

Deferred taxation (1,733,000) 

Taxation payable (726,245) 

____________ 

19,638,999 

____________ 

5. OTHER INVESTMENT 

RM 

GROUP 

2001 

RM 

____________ 

Golf resort membership at cost 15,300 

47 

6. INTANGIBLE ASSETS 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

At cost — 

Preliminary expenses 5,350 2,950 2,950 

Pre-operating expenses 28,442 

____________ 

8,139 

____________ 

8,139 

____________ 

33,792 11,089 11,089 

Less: Amount written off (33,792) (11,089) — 

____________ ____________ ____________ 

— — 11,089 

____________ ____________ ____________ 

Included in intangible assets of the Company in prior year was audit fee of RM1,200.




7. INVENTORIES 

GROUP 

2001 

RM 

At cost — 

Raw materials 2,048,264 

Consumables and hardware 1,343,271 

Work-in-progress 4,641,872 

Finished goods 14,992,409 

____________ 

23,025,816 

____________ 

8. DUE FROM SUBSIDIARIES 

The amounts due from subsidiaries are unsecured, interest free and with no fixed term of repayment. 

9. CASH AND BANK BALANCES 

48 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

Cash on hand and in banks 4,780,158 8,594 994 

Fixed deposits with a licensed bank 5,044,177 

____________ 

— 

____________ 

— 

____________ 

9,824,335 8,594 994 

Less: Fixed deposits pledged as securities (2,779,934) — — 

____________ ____________ ____________ 

7,044,401 8,594 994 

____________ ____________ ____________ 

Fixed deposits amounting to RM3,049,377 are registered in the name of directors and are held in trust for the Group. 

10. SHORT TERM BORROWINGS 

GROUP 

2001 

RM 

Bank overdrafts 1,781,433 

Bankers’ acceptances 134,000 

Export credit refinancing 4,024,000 

____________ 

5,939,433 

Hire purchase payables (Note 12) 607,045 

Term loans (Note 13) 1,851,830 

____________ 

8,398,308 

____________ 

The short term borrowings bear interest of between 3.15% to 9.30% per annum. 

The short term borrowings of the Group are secured by way of fixed and floating charges over all the assets of certain subsidiaries.




11. SHARE CAPITAL 

GROUP AND COMPANY 

2001 2000 

RM 

RM 

(a) Authorised: 

Shares of RM1 each 

At 1 September 50,000,000 100,000 

Created during the year — 

____________ 

49,900,000 

____________ 

At 31 August 50,000,000 50,000,000 

____________ 

____________ 

(b) Issued and fully paid: 

Ordinary shares of RM1 each 

At 1 September 600,000 2 

Issued and paid up during the year 

— New issue — 599,998 

— Acquisition of subsidiaries 25,975,213 — 

— Rights issue 15,914,787 — 

— Public issue 7,510,000 

____________ 

— 

____________ 

At 31 August 50,000,000 600,000 

____________ 

____________ 

The newly issued shares during the financial year rank pari passu in all respects with the existing issued shares of the Company. 

49 

On 8 November 2001, the Company announced the proposed bonus issue of 15,000,000 new ordinary shares of RM1 each in the Company 

on the basis of 3 ordinary shares for every 10 existing ordinary shares held. Consequently, the Company’s issued and paid up share capital 

increased from RM50,000,000 comprising 50,000,000 ordinary shares of RM1 each to RM65,000,000 comprising 65,000,000 ordinary 

shares of RM1 each. 

All the shares to be issued pursuant to the proposed Bonus Issue will rank pari passu in all respects with the existing shares of the Company 

except that they shall not entitled to any dividends, rights, allotments and/or any other distributions, the entitlement of which is prior to the 

allotment of Bonus Issue. 

To accommodate the proposed bonus issue, the Company also proposed an increase in authorised share capital from 50,000,000 ordinary 

shares to 100,000,000 ordinary shares by the creation of 50,000,000 new ordinary shares of RM1 each.




12. HIRE PURCHASE PAYABLES 

GROUP 

2001 

RM 

Future minimum payments: 

Payable within one year 736,242 

Payable between one to five years 354,367 

____________ 

1,090,609 

Less: finance charges (177,858) 

____________ 

912,751 

____________ 

Representing hire purchase liabilities: 

Due within 12 months (Note 10) 607,045 

Due after 12 months 305,706 

____________ 

912,751 

____________ 

13. TERM LOANS 

50 

GROUP 

2001 

RM 

Total payables 7,106,270 

Repayments due within 12 months included in current liabilities (Note 10) (1,851,830) 

____________ 

Due after 12 months 5,254,440 

____________ 

The term loans are repayable over a period of up to 7.5 years and bear interest of between 4.0% to 9.6% per annum. 

The term loans are secured by way of fixed and floating charges over all the assets of certain subsidiaries. 

14. DEFERRED TAXATION 

GROUP 

2001 

RM 

(a) At 1 September 1,233,000 

Transfer from income statement 500,000 

____________ 

At 31 August 1,733,000 

____________ 

(b) Deferred taxation is in respect of the following: 

Timing differences between depreciation and corresponding capital allowances 6,189,000 

____________




15. REVENUE 

Revenue of the Group and the Company consist of the following: 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

Sales of goods net of discounts 138,862,134 — — 

Management fees receivable from subsidiaries — 100,000 — 

Dividends received from subsidiaries — 20,500,000 — 

____________ ____________ ____________ 

138,862,134 20,600,000 — 

____________ ____________ ____________ 

16. PROFIT FROM OPERATIONS 

Profit from operations is stated after charging/(crediting): 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

Auditors’ remuneration 50,500 12,000 — 

Depreciation 4,864,645 — — 

Directors’ remuneration * 

— salaries and other emoluments 623,889 — — 

— fees 170,000 170,000 — 

Intangible assets written off 33,792 11,089 — 

Staff costs 18,903,888 — — 

Rental expenses 315,614 — — 

Interest income (101,984) (21,247) — 

____________ ____________ ____________ 

51 

* Directors’ remuneration 

Directors of the Company 

Executive: 

Salaries and other emoluments 623,889 — — 

Fees 80,000 80,000 — 

Benefit-in-kind 35,400 — — 

Non-executive: 

Fees 90,000 90,000 — 

____________ ____________ ____________ 

Total 829,289 170,000 — 

____________ ____________ ____________ 

Total excluding benefit-in-kind 793,889 170,000 — 

____________ ____________ ____________ 

The number of the directors of the Company whose total remuneration during the year fall within the following bands are: 

Executive Directors: 

RM50,001 to RM100,000 2 

RM450,001 to RM500,000 1 

Non-executive Directors: 

RM1 to RM50,000 4




17. FINANCE COSTS 

Included in finance costs of the Group is interest expense of RM1,782,740. 

18. TAXATION 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

Current year’s provision 812,313 280,000 — 

Transfer to deferred taxation 500,000 — — 

____________ ____________ ____________ 

1,312,313 280,000 — 

____________ ____________ ____________ 

The effective rate of taxation of the Group is lower than the statutory rate of taxation principally due to the claim of reinvestment allowance 

by certain subsidiaries. 

The effective rate of taxation of the Company is lower than the statutory rate of taxation principally due to majority of the dividend received 

by the Company are exempted from tax. 

19. EARNINGS PER SHARE 

52 

The earnings per share is calculated by dividing the Group’s profit after taxation and minority interests of RM15,901,527 by the weighted 

average number of shares during the year of 40,116,226. 

20. DIVIDENDS 

GROUP 

COMPANY 

2001 2001 2000 

RM RM RM 

____________ ____________ ____________ 

Ordinary first interim tax exempt dividend of 5% 2,500,000 2,500,000 — 

Dividend per share (sen) 5 5 — 

____________ ____________ ____________ 

At the forthcoming Annual General Meeting, dividend which will be proposed for shareholders’ approval in respect of the current financial 

year ended 31 August 2001 was as follows: 

Final tax exempt dividend of 3% on 50,000,000 ordinary shares 1,500,000 

RM 

____________ 

The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders 

will be accounted for in the shareholders’ equity as an appropriation of retained profits in the next financial year ending 31 August 2002.




21. CAPITAL COMMITMENTS 

GROUP 

2001 

RM 

____________ 

Commitments in respect of capital expenditure approved but not contracted for 592,000 

22. SIGNIFICANT RELATED PARTY TRANSACTIONS 

GROUP 

2001 

RM 

____________ 

Purchases of raw materials from Titi Latex Sdn Bhd, a company in which a director, Dr. Lim Wee Chai has interest 6,474,286 

The directors are of the opinion that the above transaction has been entered into in the normal course of business and have been 

established on terms and conditions that are not materially different from that obtainable in transactions with unrelated parties. 

23. CONTINGENT LIABILITIES 

GROUP 

2001 

RM 

____________ 

Corporate guarantee issued to financial institutions for credit facilities granted to subsidiaries (unsecured) 2,991,663 

In addition, a wholly owned subsidiary of the Company, Top Glove Sdn Bhd (“TGSB”) is subject to a litigation suit, which details are set out 

below: 

53 

Pursuant to Shah Alam High Court Civil Suit No MT3-22-431-2000, a writ of summons was served by Supermax Glove Manufacturing Sdn 

Bhd (“SGM”) against TGSB on 8 November, 2000 claiming damages in the region of USD 2 million. The claim alleges passing off by TGSB 

of certain coloured boxes bearing the device of a glove containing gloves manufactured by TGSB under the brand name “SAFEMAX” as 

boxes containing gloves manufactured by SGM under the brand name “SUPERMAX”. The alleged infringing boxes are also alleged to carry 

notations of the various certifications of quality/accreditation belonging to SGM. Apart from damages, SGM have, inter alia, sought by way 

of relief injunctions preventing TGSB from carrying on certain acts relating to the alleged infringement and an order for the delivery up or 

destruction of the infringing goods. 

TGSB’s appointed solicitors have opined that SGM’s case against TGSB is weak and unlikely to succeed. As such, the directors are of the 

opinion that no provision for any liabilities are required in the financial statements. The hearing of the Plaintiff’s application for interim relief 

was fixed on 20 March 2002. 

24. FINANCIAL INFORMATION BY SEGMENT 

No financial information by segment has been prepared as the Group’s activities are primarily in the manufacturing of gloves and are 

principally conducted in Malaysia.




25. SIGNIFICANT EVENTS 

(a) As part of the restructuring and flotation exercise of the Company on the Second Board of the Kuala Lumpur Stock Exchange, which 

was approved by the Securities Commission on 3 July 2000, the Company completed the following transactions: 

(i) 

On 1 September 2000, the Company acquired the following subsidiaries based on the audited net tangible assets as at 31 August 

1999 and were satisfied by an issue of 25,975,213 new ordinary shares of RM1 each in the Company at an issue price of 

approximately RM1.16 per share: 

54 

SATISFIED 

No OF EQUITY PURCHASE BY NEW 

SHARES INTEREST CONSIDE- SHARES IN 

COMPANY ACQUIRED ACQUIRED RATION THE COMPANY 

Top Glove Sdn Bhd (“TGSB”) 10,000,000 100% 18,016,500 15,531,466 

TG Medical Sdn Bhd 2,000,000 100% 10,142,301 8,743,363 

Top Glove Engineering Sdn Bhd 1,000,000 100% 979,693 844,563 

Great Glove Sdn Bhd 50,000 100% 58,731 50,630 

TG Medical (USA) Inc. 231,000 100% 934,021 

____________ 

805,191 

____________ 

30,131,246 25,975,213 

____________ 

____________ 

(ii) On 8 January 2001, the Company implemented a rights issue of 15,914,787 new ordinary shares of RM1 each at RM1.16 per share 

for cash on the basis of approximately 599 new ordinary shares of RM1 each for every one thousand ordinary shares held. 

(iii) The public issue of 7,510,000 new ordinary shares of RM1 each by the Company at an issue price of RM2.70 each. 

(b) On 27 March 2001, the Company was listed on the Second Board of the Kuala Lumpur Stock Exchange. 

(c) On 1 August 2001, the Company through its wholly owned subsidiary, TGSB acquired 2,220,000 shares of 10 Thailand Baht each 

representing 74% equity interest in Great Glove (Thailand) Co Ltd for a consideration of 22,200,000 Thailand Baht. 

26. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS 

The financial statements were authorised for issue by the Board of Directors pursuant to their meeting held on 6 December 2001. 

27. COMPARATIVE FIGURES 

No group comparative figures are available as this is the first year of preparation of group financial statements.



LIST OF PROPERTIES 

The landed properties owned by the Top Glove Group are set out below: 

AUDITED NET 

BOOK VALUE AS 

AGE OF BUILDING DESCRIPTION/ LAND AREA/ AT 31.8.2001 

PARTICULARS OF PROPERTY (YEARS) TENURE EXISTING USE BUILD-UP AREA (RM) 

Top Glove Sdn Bhd 

18, Jalan Mempari 10, HS (M) 15256, PT 8368, 4 Freehold Terrace house/ 1,300 125,082 

Taman Bayu, Batu 5 1/2, Mukim of Kapar, Accommodation square feet/ 

Jalan Meru, Klang District of Selangor. for staff 1,100 square feet 

36, Jalan Mempari 1, HS (M) 15297, PT 8411, 4 Freehold Terrace house/ 1,300 122,434 

Taman Bayu, Batu 5 1/2, Mukim of Kapar, Accommodation square feet/ 

Jalan Meru, Klang District of Selangor. for staff 1,100 square feet 

11, Jalan Mempari 11, HS (M) 15238, PT 8349 4 Freehold Terrace house/ 1,300 116,882 

Taman Bayu, Batu 5 1/2, HS (M) 15238, PT 8445, Accommodation square feet/ 

Jalan Meru, Klang Mukim of Kapar, District of Selangor for staff 1,100 square feet 

Lot 4968, Jalan Teratai, EMR 6629, Lot 4968, 10 Freehold Factory/Glove 3 acres/ 5,265,090 

Batu 6, Off Jalan Meru, Mukim of Kapar, District manufacturing 66,980 

41050 Klang of Klang and State of Selangor square feet 

24, Jalan Raja Mokhtar Dua, PS (D) 13211, Lot 153, 11 Freehold Land and 1,600 square 127,605 

42200 Kapar, Selangor Sek. 4, Pekan Kapar building /Office feet/1,350 

and store square feet 

4, Jalan Seri Kenangan 8, HS (M) 10354, PT 15485, 8 Freehold Terrace house/ 1,640 square 91,490 

Taman Meru 3, Meru, Mukim of Kapar, Accommodation feet/1,400 

41050 Klang District of Selangor for staff square feet 







22, Jalan Mempari 1, HS (M) 15304, PT 8419, 8 Freehold Terrace house/ 1,300 square 125,278 

Taman Bayu, Batu 5 1/2, Mukim of Kapar, Accommodation feet/1,100 

Jalan Meru, Klang District of Selangor for staff square feet 

Lot 5987, Jalan Teratai EMR 8780, Lot No 5987 2 Freehold Factory/Glove 2.8 acres/ 3,632,449 

Batu 5, Off Jalan Meru, Mukim of Kapar, manufacturing 57,250 

41050 Klang District of Klang square feet 

Lot 4969, Jalan Teratai, G.M. 2143, Lot No 4969 N/A Freehold Not in use 3 acres 1,681,950 

Batu 6, Off Jalan Meru, Mukim of Kapar, (Vacant land) 

41050 Klang District of Klang 

Lot 18, 27, 38 & 57, Medan Lot 18, 27, 38 & 57, 14 Leasehold Factory/Glove 31,192 10,208,187 

Tasek, Kawasan Perindustrian Medan Tasek, Kawasan (expiring on: manufacturing square feet/ 

Tasek, Ipoh, Perak Perindustrian Tasek, Ipoh, Lot 18–30.9.2072 197,675 

Perak Lot 27–28.12.2063 square feet 

Lot 38–23.12.2069 

Lot 57–1.10.2064) 

Lot 5130, EMR 6158, EMR 6158, N/A Freehold Not in use 4 acres 1,143,651 

Mukim Kapar, 41050 Klang Survey No 5130, (Vacant land) 


Mukim Kapar 

TG Medical Sdn Bhd 

Lot 5091, Jalan Teratai, EMR 6510, Lot No 5091, 4 Freehold Factory/Glove 3 acres/ 5,843,732 

Batu 5, Off Jalan Meru, Mukim of Kapar, District manufacturing 68,490 

41050 Klang. of Klang, State of Selangor square feet 

19, Jalan Mempari 11, HS (M) 15241, PT No 8352, 4 Freehold Terrace house/ 1,300 square 113,619 

Batu 5 1/2, HS (M) 15325, PT No 8442, Accommodation feet/1,100 

Jalan Meru, Klang Mukim of Kapar, for staff square feet 

District of Selangor 

Lot 5972 & 5974, EMR 8769, Lot 5972 & 1 Feehold Factory/Glove 1.7935 acres/ 3,227,005 

Jalan Teratai, Batu 5, 5974, Mukim of Kapar, manufacturing 47,200 

Jalan Meru, District of Klang, square feet 

41050 Klang State of Selangor 

Top Glove Engineering Sdn Bhd 

Lot 5987, Jalan Teratai, EMR 8780, Lot No 5987, 1 Freehold Factory/ 2.8 acres/ 2,106,872 

Batu 5, Off Jalan Meru, Mukim of Kapar, Warehousing 57,250 

41050 Klang, District of Klang, square feet 


State of Selangor 

55



ANALYSIS OF SHAREHOLDINGS AS AT 10 DECEMBER 2001 

Authorised Share Capital : RM50,000,000.00 

Issued and Paid Up Capital : RM50,000,000.00 

Class of Shares : Ordinary Shares of RM1.00 each 

On show of hands : 1 vote 

On a poll : 1 vote for each share held 

DISTRIBUTION OF SHAREHOLDINGS 

PERCENTAGE 

NUMBER OF NUMBER OF ISSUED 

RANGE OF SHAREHOLDINGS SHAREHOLDERS OF SHARES CAPITAL (%) 

Less than 1,000 0 0 0.0 

1,000 — 10,000 2,079 4,051,000 8.10 

10,001 — 100,000 55 1,637,038 3.27 

100,001 to less than 5% of issued shares 33 20,864,242 41.73 

5% and above of issued shares 4 23,447,720 46.90 

____________ ____________ ____________ 

2,171 50,000,000 100.00 

____________ ____________ ____________ 

56 

SUBSTANTIAL SHAREHOLDERS 

The substantial shareholders of Top Glove Corporation Bhd based on the Register of Substantial Shareholders of the Company and their respective 

shareholdings as at 10 December 2001 are as follows: 

NO. OF SHARES 

DIRECT 

INDIRECT 

SUBSTANTIAL SHAREHOLDERS INTEREST % INTEREST % 

Lim Wee Chai 14,685,813 29.37 

(a) 

8,611,178 17.22 

Tong Siew Bee 913,242 1.83 

(b) 

22,383,749 44.77 

Lim Hooi Sin 1,395,366 2.79 

(c) 

21,901,625 43.80 

Lim Quee Choo 611,671 1.22 

(d) 

22,685,320 45.37 

Top Glove Holding Sdn Bhd 5,690,899 11.38 — — 

United Gloves Sdn Bhd 3,095,597 6.19 — — 

NOTE: 

(a) Deemed interested through Tong Siew Bee, Lim Hooi Sin, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 

Corporation Bhd. 

(b) Deemed interested through Lim Wee Chai, Lim Hooi Sin, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


(c) Deemed interested through Lim Wee Chai, Tong Siew Bee, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


(d) Deemed interested through Lim Wee Chai, Tong Siew Bee, Lim Hooi Sin and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


[Lim Wee Chai and Tong Siew Bee are husband and wife. Lim Hooi Sin and Lim Quee Choo are the brother and sister respectively to Lim Wee 

Chai. No other Directors and Senior Management of the Top Glove Group are related to each other.]



ANALYSIS OF SHAREHOLDINGS (CONT’D) 

DIRECTORS’ SHAREHOLDINGS 

DIRECT 

INDIRECT 

NO. OF 

NO. OF 

DIRECTOR SHARES % SHARES % 

Lim Wee Chai 14,685,813 29.37 

(a) 

8,611,178 17.22 

Tong Siew Bee (F) 913,242 1.83 

(b) 

22,383,749 44.77 

Lim Hooi Sin 1,395,366 2.79 

(c) 

21,901,625 43.80 

Tan Sri Datuk Arshad bin Ayub 1,502,000 3.00 — — 

Sekarajasekaran a/l Arasaratnam 2,073,731 4.15 — — 

Lau Boon Ann 10,000 0.02 — — 

Haji Shahadan bin Hj Abd Manas 410,000 0.82 — — 

NOTE: 

(a) Deemed interested through Tong Siew Bee, Lim Hooi Sin, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


(b) Deemed interested through Lim Wee Chai, Lim Hooi Sin, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


(c) Deemed interested through Lim Wee Chai, Tong Siew Bee, Lim Quee Choo and Top Glove Holding Sdn Bhd’s direct interest in Top Glove 


[Lim Wee Chai and Tong Siew Bee are husband and wife. Lim Hooi Sin and Lim Quee Choo are the brother and sister respectively to Lim Wee 

Chai. No other Directors and Senior Management of the Top Glove Group are related to each other.] 

57 

THIRTY LARGEST SHAREHOLDERS 

PERCENTAGE 

NUMBER OF ISSUED 

NO. SHAREHOLDERS OF SHARES CAPITAL (%) 

1. Lim Wee Chai 14,685,813 29.37 

2. Top Glove Holding Sdn Bhd 5,690,899 11.38 

3. Arab-Malaysian Nominees (Tempatan) Sdn Bhd 

Lim Wee Chai 5,136,000 10.27 

4. United Gloves Sdn Bhd 3,095,597 6.19 

5. Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd 

Pledged Securities Account for Koperasi Polis Diraja Malaysia Berhad 2,249,000 4.50 

6. Sekarajasekaran a/l Arasaratnam 2,073,731 4.15 

7. High Momentum Sdn Bhd 2,058,000 4.12 

8. Liew Chin Khew 1,658,899 3.32 

9. Maju Nominees (Tempatan) Sdn Bhd 

Pledged Securities Account for Tan Sri Datuk Arshad bin Ayub 1,400,000 2.80 

10. Lim Hooi Sin 1,395,366 2.79 

11. Tong Siew Bee 913,242 1.83 

12. Chew Teck Chiang 900,899 1.80 

13. Dexia JMF Asset Management Sdn Bhd 683,000 1 1.37 

14. Amanah Raya Nominees (Tempatan) Sdn Bhd 

Amanah Saham Johor 654,000 1.31 

15. Lim Quee Choo 611,671 1.22



ANALYSIS OF SHAREHOLDINGS (CONT’D) 

THIRTY LARGEST SHAREHOLDERS (CONT’D) 

58 

PERCENTAGE 

NUMBER OF ISSUED 

NO. SHAREHOLDERS OF SHARES CAPITAL 

16. Mayfin Nominees (Tempatan) Sdn Bhd 

Pledged Securities Account for Shahadan bin Abd Manas 586,000 1.17 

17. Bright Element Sdn Bhd 300,000 0.60 

18. Koperasi Polis Diraja Malaysia Berhad 241,000 0.48 

19. Lee Kim Meow 195,883 0.39 

20. Kenanga Nominees (Tempatan) Sdn Bhd 

Pledged Securities Account for Soh Cheong Fatt 183,000 0.37 

21. Hwang-DBS Securities Berhad 

CLR (MIH) for Amanah Saham Johor 154,000 0.31 

22. RHB Capital Nominees (Tempatan) Sdn Bhd 120,000 2 0.24 

23. Noraini binti Borhan 105,000 0.21 

24. Arshad bin Ayub 97,000 0.19 

25. Goh Keng Huat 62,000 0.12 

26. TA Nominees (Tempatan) Sdn Bhd 61,000 3 0.12 

27. Chye Kit Foo 50,000 0.10 

28. Choong Khoi Onn 50,000 0.10 

29. Hiew Woon Chow 41,000 0.08 

30. Cheong Chun Seong 40,000 

____________ 

0.08 

____________ 

Total 45,492,000 90.98 

____________ 

____________ 

BENEFICIAL OWNERS IN RESPECT OF THE THIRTY LARGEST SHAREHOLDERS’ INTERESTS 

WHO HOLD MORE THAN 10,000 ORDINARY SHARES 

NO. SHAREHOLDERS NO. OF SHARES 

1. Koperasi Permodalan Melayu Negeri Johor Berhad 340,000 

Muafakat Rakyat Johor Sdn Bhd 343,000 

____________ 

683,000 

____________ 

2. Ng Foong Meng 13,000 

Cheong Kian Tung 15,000 

Ter Peng Teng 20,000 

Tae Sew Tin 35,000 

____________ 

83,000 

____________ 

3. Soh Cheong Fatt 47,000 

Koo Bee Lian 13,000 

____________ 

60,000 

____________



PROXY FORM 

I/ We, (full name in capital letters) _______________________________________________________________________________ 

of (full address) ____________________________________________________________________________________________ 

being a member/members of TOP GLOVE CORPORATION BHD (“the Company”), hereby appoint (full name in capital letters) ____________ 

________________________________________________________________________________________________________ 


or failing him/her, (full name in capital letters) _____________________________________________________________________ 


or failing him/her , the CHAIRMAN OF THE MEETING as my/our proxy to vote for me/us and on my/our behalf at the Third Annual General 

Meeting of the Company to be held at East VIP Lounge, Kuala Lumpur Golf & Country Club, No. 10, Jalan 1/70D, Off Bukit Kiara, 60000 Kuala 

Lumpur on Friday, 18 January 2002 at 9.30 a.m. and at any adjournment thereof. 

Please indicate with an “X” in the space provided below how you wish your votes to be casted. If no specific direction as to voting is given, 

the proxy will vote or abstain at his/her discretion. 

NO. RESOLUTIONS FOR AGAINST 

1. Adoption of the Directors’ Report and the Audited Financial Statements for the 

financial year ended 31 August 2001 together with the Auditors’ Report thereon. 

2. Approval of the declaration of a final tax exempt dividend of 3% for the financial year 

ended 31 August 2001. 

3. Approval of the payment of Directors’ Fees for the financial year ended 31 August 2001. 

4. Re-election of Director, Madam Tong Siew Bee who retires pursuant to Article 71 of 

the Company’s Articles of Association. 

5. Re-election of Director, Dr. Lim Wee Chai who retires pursuant to Paragraph 7.28(2) 

of Part K of Chapter 7 of the Revamped Listing Requirements of Kuala Lumpur 

Stock Exchange. 

6. Re-election of Director, Tan Sri Datuk Arshad Bin Ayub who retires pursuant to 

Section 129(6) of the Companies Act, 1965. 

7. Re-election of Director, Mr. Sekarajasekaran a/l Arasaratnam who retires pursuant 

to Section 129(6) of the Companies Act, 1965. 

8. Re-appoint Messrs. Arthur Andersen & Co as Auditors of the Company until the 

conclusion of the next Annual General Meeting and to authorise the Directors to 

fix their remuneration. 

9. As Special Business 

Ordinary Resolution 

Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965. 

As witness my/our hand(s) this _______________ day of _______________ 2001 

Signature of Member/Common Seal 

Number of Shares Held 

CDS Accounts No. 

Notes: 

1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy may but need not be a member of the 

Company and a member may appoint any person to be his proxy without limitation and the provisions of Section 149(1) (a), (b) and (c) of the Companies Act, 1965 shall not apply 

to the Company. 

2. In the case of a corporate member, the instrument appointing a proxy shall be either under its Common Seal or under the hand of its officer or attorney duly authorised. 

3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Level 22, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, 

Damansara Heights, 50490 Kuala Lumpur not less than 48 hours before the time for holding the Meeting or at any adjournment thereof.

THE COMPANY SECRETARY 

Stamp 

TOP GLOVE CORPORATION BERHAD (474423–X) 

Level 22, Menara Milenium 

Jalan Damanlela 

Pusat Bandar Damansara 

Damansara Heights 

50490 Kuala Lumpur, Malaysia

top glove corporation berhad

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