ANNUAL REPORT 2008 - KNM Steel Sdn Bhd

More documents

Recommendations

Info

NOTES TO THE FINANCIAL STATEMENTS (CONT’D) 30. Significant events during the year 30.1 KNM Group Berhad had completed the following corporate exercises during the year:- (a) (b) (c) (d) Renounceable Rights Issue of up to 263,735,925 new ordinary shares of RM0.25 each in KNM (“KNM Shares”) on the basis of one (1) new KNM Share for every four (4) existing KNM Shares held at the issue price of RM4.00 per right share. Bonus issue of up to 2,637,394,050 new KNM shares on the basis of two (2) new KNM share for every share held after the Rights issue. Increase in the Authorised share capital of KNM Group Berhad from RM300,000,000 comprising 1,200,000,000 ordinary shares of RM0.25 each to RM1,250,000,000 comprising 5,000,000,000 ordinary shares of RM0.25 each by the creation of an additional 3,800,000,000 ordinary shares of RM0.25 each. Amendment to the Memorandum and Articles of Association. 30.2 KNM Group Berhad had in February 2008 announced that the Company is proposing to undertake the issuance of up to United States of America Dollar (“USD”) 350 million (or its Euro or Malaysia Ringgit equivalent) Bonds, exchangeable into new KNM Shares (“Exchangeable Bonds”) which has been put on hold due to the market situation. The Securities Commission (“SC”) has granted the Company an extension of time up to 29 November 2009 to implement the proposal. 30.3 In February 2008, the Company’s wholly-owned subsidiary, KNM Process Systems Sdn. Bhd. (“KNMPS”) entered into a Memorandum of Agreement (MOA) with David K Stevens (DSK), to joint venture and set up a company in the United State of America known as KPS Technology & Engineering LLC to undertake and provide services to clients in the oil, gas and energy/power industries in relation to sulphur removal and recovery technology. The Company was incorporated during the year. 30.4 KNM Corporation (“KNM Corp”), an indirect wholly-owned subsidiary of the Company had in February 2008 incorporated KPS Inc in Canada as a wholly-owned subsidiary of KNM Corp with an authorised, issued and paid-up share capital of 100 Class A shares of Canadian Dollars (CAD) 0.10 each. 30.5 KNMPS had in February 2008 entered into Sale and Purchase Agreement with the Vendors to acquire 100% equity interest in Borsig, comprising 12 fully paid-up ordinary shares for a total cash consideration of Euro 350,000,000. The acquisition was completed in June 2008. 30.6 In March 2008, the Company had incorporated KNM Capital Labuan Limited in Labuan as its whollyowned subsidiary with an authorised share capital of USD10,000 of which its issued and paid-up share capital comprises of 1 ordinary share of USD1.00 each. 30.7 KNM Group Berhad had in March 2008 procured a mandate from its shareholders to purchase and/or hold up to ten per centum (10%) of its issued and paid-up ordinary share of RM0.25 each (“Shares”) for the time being listed on Bursa Malaysia. 30.8 KNM Group Berhad had in March 2008 obtained its shareholders approval to allocate 300,000 ESOS options to Dato’ Mohamad Idris bin Mansor, the Independent Non-Executive Chairman of KNM pursuant to its existing ESOS scheme in accordance with the by-laws of the ESOS. 30.9 In April 2008, the Company’s wholly owned subsidiary, KNM International Sdn. Bhd. (“KNMI”), had incorporated KNM Saudi Limited Co. with Themar Aqaria Ltd. Co. on 51:49 equity basis with a total issued and paid-up share capital of (Saudi Riyals) SR1,000,000 divided into 100,000 shares of SR10.00 each. KNM GROUP BERHAD 106 ANNUAL REPORT 2008
NOTES TO THE FINANCIAL STATEMENTS (CONT’D) 30. Significant events during the year (CONT’D) 30.10 In May 2008, KNMPS had incorporated the entire issued and paid-up shares in Deutsche KNM GmbH (formerly known as Hauptstadtsee 746 V V GmbH) with a registered capital of Euro 25,000, for a cash consideration of Euro 27,500. 30.11 In October 2008, KNMPS had formed a joint venture company on 50:50 equity basis with Prosernat SA (Prosernat), a company based in Paris, France to provide process technologies, engineering, procurement, construction, commissioning, start up, operation and maintenance for field gas separation and gas treatment facilities, including desalting, gas dehydration, gas sweetening, natural gas liquids recovery, sulphur recovery and modular units. KPN Gas Technology Sdn. Bhd. was incorporated by KNMPS for this purpose. 30.12 In October 2008, KNMPS and KNMI had completed their acquisition of 80% equity interest in HZM Industrial Ltda, HZM Servicos de Manutencao E Montagens Ltda and HZM S.A. Industria e Comercio de Equipamentos (HZM Companies) for a total consideration of Brazilian Real 27.0 million. 30.13 KNM Group Berhad had in December 2008, mutually agreed with Ellimetal International N.V. (Vendor) to terminate the proposed acquisition of 100% equity interest in its wholly-owned subsidiary Ellimetal N.V. for cash consideration of EUR20,000,000. 31. Subsidiaries The principal activities of the subsidiaries, their places of incorporation and the interests of KNM Group Berhad are as follows: Effective Country of Ownership Name of Company Principal Activities Incorporation Interest 2008 2007 Subsidiaries of the Company KNM Process Systems Design, manufacture, assembly Malaysia 100% 100% Sdn. Bhd. and commissioning of process equipment, pressure vessels, heat exchangers, skid mounted assemblies, process pipe systems, storage tanks, specialised structural assemblies and module assemblies for the oil, gas and petrochemical industries. KNM International Provision of management, Malaysia 100% 100% Sdn. Bhd. technical advisory, licence and trademark services to international related companies and related international investments. KNM Capital Sdn. Bhd. Provision of funding and treasury Malaysia 100% 100% services and all related functions. KNM GROUP BERHAD 107 ANNUAL REPORT 2008
Page 1 and 2:
KNM GROUP BERHAD (521348-H) World C
Page 3 and 4:
CONTENTS 2 Corporate Information 3
Page 5 and 6:
CORPORATE STRUCTURE AS AT 18 MAY 20
Page 7 and 8:
Malaysia China Canada USA Brazil Au
Page 9 and 10:
CHAIRMAN'S MESSAGE (CONT’D) FINAN
Page 11 and 12:
CHAIRMAN'S MESSAGE (CONT’D) GLOBA
Page 13 and 14:
5-YEAR GROUP FINANCIAL HIGHLIGHTS K
Page 15 and 16:
PROFILE OF DIRECTORS DATO’ MOHAMA
Page 17 and 18:
PROFILE OF DIRECTORS (CONT’D) LEE
Page 19 and 20:
CORPORATE GOVERNANCE STATEMENT The
Page 21 and 22:
CORPORATE GOVERNANCE STATEMENT (CON
Page 23 and 24:
Page 25 and 26:
Page 27 and 28:
Page 29 and 30:
Page 31 and 32:
Page 33 and 34:
Page 35 and 36:
AUDIT COMMITTEE REPORT (CONT’D) 2
Page 37 and 38:
AUDIT COMMITTEE REPORT (CONT’D) (
Page 39 and 40:
STATEMENT ON INTERNAL CONTROL The B
Page 41 and 42:
ANALYSIS OF SHAREHOLDINGS as at 18
Page 43 and 44:
ANALYSIS OF SHAREHOLDINGS as at 18
Page 45 and 46:
LIST OF MAJOR PROPERTIES OWNED BY T
Page 47 and 48:
DIRECTORS’ REPORT for year ended
Page 49 and 50:
DIRECTORS’ REPORT (CONT’D) Dire
Page 51 and 52:
DIRECTORS’ REPORT (CONT’D) Opti
Page 53 and 54:
BALANCE SHEETS AT 31 DECEMBER 2008
Page 55 and 56:
INCOME STATEMENTS FOR THE YEAR ENDE
Page 57 and 58: CONSOLIDATED STATEMENT OF CHANGES I
Page 59 and 60: CASH FLOW STATEMENTS FOR THE YEAR E
Page 61 and 62: CASH FLOW STATEMENTS FOR THE YEAR E
Page 63 and 64: NOTES TO THE FINANCIAL STATEMENTS (
Page 107: NOTES TO THE FINANCIAL STATEMENTS (
Page 121 and 122: INDEPENDENT AUDITORS’ REPORT TO T
Page 123 and 124: NOTICE OF ANNUAL GENERAL MEETING NO
Page 125 and 126: NOTICE OF ANNUAL GENERAL MEETING (C
Page 127 and 128: KNM GROUP BERHAD (Company No. 52134
Page 129: (521348-H)
show all

ANNUAL REPORT 2008 - KNM Steel Sdn Bhd

Create successful ePaper yourself

Delete template?

Save as template?