2001 Annual Report - Kian Joo Can
2001 Annual Report - Kian Joo Can
2001 Annual Report - Kian Joo Can
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(Incorporated In Malaysia)<br />
(3186-P)
C ONTENTS<br />
Notice of <strong>Annual</strong> General Meeting<br />
Statement Accompanying<br />
Notice of <strong>Annual</strong> General Meeting<br />
Corporate Information<br />
Corporate Structure<br />
Five Year Financial Highlights<br />
Profile of Directors<br />
Corporate Governance<br />
Directors’ Responsibility Statement<br />
Audit Committee <strong>Report</strong><br />
Chariman’s Statement<br />
Financial Statements<br />
List of Properties<br />
Analysis of Shareholdings<br />
Proxy Form<br />
02<br />
03<br />
04<br />
05<br />
06<br />
08<br />
11<br />
15<br />
16<br />
19<br />
21<br />
58<br />
60<br />
63
NOTICE OF<br />
<strong>Annual</strong> General Meeting<br />
NOTICE IS HEREBY GIVEN that the 44th <strong>Annual</strong> General Meeting of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory<br />
Berhad will be held at the Conference Room, Lot 6, Jalan Perusahaan 1, 68100 Batu Caves,<br />
Selangor on Wednesday, 19 June 2002 at 3.00 p.m. for the following purposes -<br />
AGENDA<br />
1. To receive and adopt the audited financial statements for year<br />
ended 31 December <strong>2001</strong> together with the Directors and Auditors’<br />
<strong>Report</strong>s thereon.<br />
2. To approve a Final Dividend of 10% tax exempt in respect of<br />
financial yearended 31 December <strong>2001</strong>.<br />
3. To approve Directors’ Fees of RM205,000 for the financial year<br />
ended 31 December <strong>2001</strong>.<br />
Resolution 1<br />
Resolution 2<br />
Resolution 3<br />
4. To re-elect the following directors retiring by rotation in accordance<br />
with Article 104 of the Company’s Articles of Association<br />
Dato’ See Teow Chuan<br />
See Teow Koon<br />
See Tiau Kee<br />
5. To re-appoint Messrs Ernst & Young as the Company’s Auditors and<br />
to authorise directors to fix their remuneration.<br />
Resolution 4<br />
Resolution 5<br />
Resolution 6<br />
Resolution 7<br />
6. To transact any other business of the <strong>Annual</strong> General Meeting.<br />
By order of the Board,<br />
Chia Kwok Why (MAICSA 7005833)<br />
Company Secretary<br />
Batu Caves, Selangor<br />
Date: 4 June 2002<br />
Notes :<br />
1. A member of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend<br />
and vote in his stead. A proxy may but need not be a member of the Company and the provisoins of<br />
Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.<br />
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney<br />
duly authorised in writingor, if such appointor is a corporation, under its common seal or the hands of<br />
its attorney.<br />
3. All forms of proxy should be deposited at the Registered Office of the Company situated at Lot 10, Jalan<br />
Perusahaan 1, 68100 Batu Caves, Selangor Darul Ehsan not less than 48 hours before the time<br />
appointed for holding the meeting or any adjournment thereof, failing which the instrument appointing<br />
a proxy shall not be treated as valid.<br />
02 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
1. Name of directors who are standing for re-election<br />
(a) Dato’ See Teow Chuan<br />
(b) See Teow Koon<br />
STATEMENT<br />
ACCOMPANYING<br />
N otice of<br />
<strong>Annual</strong> General Meeting<br />
(c)<br />
See Tiau Kee<br />
Further details of directors standing for re-election, please refer to page 8.<br />
2. A total of 5 meetings were held in <strong>2001</strong>. The date, time and place of the meetings are -<br />
Date Time Place<br />
28 Feb <strong>2001</strong> 2.00 p.m. Conference Room, Lot 6 Jalan Perusahaan 1<br />
68100 Batu Caves, Selangor<br />
29 May <strong>2001</strong> 10.30 a.m Conference Room, Lot 6 Jalan Perusahaan 1<br />
68100 Batu Caves, Selangor<br />
20 Aug <strong>2001</strong> 2.00 p.m Conference Room, Lot 6 Jalan Perusahaan 1<br />
68100 Batu Caves, Selangor<br />
19 Nov <strong>2001</strong> 2.00 p.m. Conference Room, Lot 6 Jalan Perusahaan 1<br />
68100 Batu Caves, Selangor<br />
13 Dec <strong>2001</strong> 3.00 p.m. Conference Room, Lot 6 Jalan Perusahaan 1<br />
68100 Batu Caves, Selangor<br />
3. Details of attendance at Board Meetings held in <strong>2001</strong> -<br />
Name of Director<br />
No. of meeting attended<br />
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja’afar 4/5<br />
Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar 5/5<br />
Dato’ See Teow Chuan 5/5<br />
Dato’ See Teow Guan 5/5<br />
See Teow Koon 4/5<br />
See Tiau Kee 5/5<br />
Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah 4/5<br />
See Ean Seng 5/5<br />
Dato Ismail Bin Lebai Kamat (appointed on 9 January <strong>2001</strong>) 2/5<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 03
CORPORATE<br />
Information<br />
DIRECTORS<br />
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja’afar (Chairman/Non-Executive Director)<br />
Y.A.M. Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar (Non-Executive Director)<br />
Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah (Independent Non-Executive Director)<br />
Dato’ See Teow Chuan (Managing Director)<br />
Dato’ Anthony See Teow Guan (Executive Director)<br />
See Teow Koon (Executive Director)<br />
See Tiau Kee (Executive Director)<br />
See Ean Seng (Independent Non-Executive Director)<br />
Dato’ Ismail Bin Lebai Kamat (Independent Non-Executive Director)<br />
AUDIT COMMITTEE<br />
Dato’ Ismail Bin Lebai Kamat (Chairman)<br />
Y.A.M. Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah<br />
See Ean Seng<br />
SECRETARY<br />
Chia Kwok Why<br />
(MAICSA 7005833)<br />
AUDITORS<br />
Ernst & Young<br />
Chartered Accountants<br />
SOLICITORS<br />
Shearn Delamore & Co.<br />
16th Floor, Wisma Hamzah Kwong Hing<br />
1, Leboh Ampang<br />
50100 Kuala Lumpur<br />
Shook Lin & Bok<br />
20th Floor, Arab-Malaysian Building<br />
55 Jalan Raja Chulan<br />
50200 Kuala Lumpur<br />
Wan Nadhri Tan & Goh<br />
Suite 153, 15th Floor<br />
Wisma Mirama<br />
Jalan Wisma Putra<br />
50460 Kuala Lumpur<br />
BANKERS<br />
HSBC Bank Malaysia Berhad<br />
Bumiputra-Commerce Bank Berhad<br />
Citibank Berhad<br />
Deutsche Bank (Malaysia) Berhad<br />
Public Bank Berhad<br />
OCBC (Malaysia) Berhad<br />
RHB Bank Berhad<br />
Alliance Bank Malaysia Berhad<br />
Overseas Union Bank (Malaysia) Berhad<br />
REGISTRARS<br />
<strong>Kian</strong> <strong>Joo</strong> Services Sdn. Bhd.<br />
Lot 10, Jalan Perusahaan 1<br />
68100 Batu Caves<br />
Selangor Darul Ehsan<br />
Tel : 03-6189 6322<br />
Fax : 03-6189 8185<br />
REGISTERED OFFICE<br />
Lot 10, Jalan Perusahaan 1<br />
68100 Batu Caves<br />
Selangor Darul Ehsan<br />
Tel : 03-6189 6322<br />
Fax : 03-6189 8185<br />
04 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
BINTANG SERIBU SDN. BHD.<br />
100%<br />
19%<br />
FEDERAL METAL PRINTING<br />
FACTORY SDN. BHD.<br />
100%<br />
CORPORATE<br />
Structure<br />
GREAT ASIA TIN CANS FACTORY<br />
CO. SDN. BHD.<br />
100%<br />
81%<br />
METAL-PAK (M) SDN. BHD.<br />
100%<br />
KJ CAN (JOHORE) SDN. BHD.<br />
100%<br />
KJ CAN (SELANGOR) SDN. BHD.<br />
100%<br />
KIAN JOO PACKAGING<br />
SDN. BHD.<br />
100%<br />
(Incorporated In Malaysia)<br />
(3186-P)<br />
KJM ALUMINIUM CAN<br />
SDN. BHD.<br />
100%<br />
BOX-PAK (MALAYSIA)<br />
BERHAD<br />
54.8%<br />
MULTI-PET SDN. BHD.<br />
100%<br />
KIAN JOO-VISYPAK SDN. BHD.<br />
50%<br />
INDASTRI KIAN JOO SDN. BHD.<br />
100%<br />
CANCO ENGINEERING &<br />
MACHINERY SDN. BHD.<br />
100%<br />
KIAN JOO SERVICES SDN. BHD.<br />
100%<br />
KIAN JOO CAN (VIETNAM) CO. LTD.<br />
100%<br />
KIAN JOO CAN FACTORY BERHAD (3186-P) <strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 05
FIVE YEAR<br />
Financial Highlights <strong>2001</strong> 2000<br />
RM’000<br />
RM’000<br />
Turnover 494,028 493,378<br />
Profit Before Taxation 41,907 33,034<br />
Profit After Taxation And<br />
Minority Interest 30,183 23,969<br />
Dividend Rate 20% 20%<br />
Dividend Net 11,572 11,572<br />
Paid-up Capital 57,860 57,860<br />
Shareholders’ Equity 487,853 462,776<br />
Total Tangible Assets 723,154 723,587<br />
Total Borrowings 142,468 156,462<br />
Earnings Per Share (Sen) 26.08 20.71<br />
Net Assets Backing Per Share 4.22 4.00<br />
Borrowings/Shareholders’<br />
Equity (%) 29 34<br />
100<br />
80<br />
60<br />
40<br />
20<br />
41,907 33,034 49,684 76,345 85,357<br />
0<br />
800<br />
<strong>2001</strong> 2000 1999 1998 1997<br />
Profit Before Taxation<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
723,154 723,587 664,958 704,282 619,659<br />
<strong>2001</strong> 2000 1999 1998 1997<br />
Total Tangible Assets<br />
06 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
1999 1998 1997<br />
RM’000 RM’000 RM’000<br />
FIVE YEAR<br />
Financial Highlights (Cont’d)<br />
425,517 425,012 438,151<br />
49,684 76,345 85,357<br />
52,920 52,060 55,392<br />
40% 40% 40%<br />
23,144 23,144 23,144<br />
57,860 57,860 57,860<br />
459,706 429,930 401,014<br />
664,958 704,282 619,659<br />
94,131 153,627 91,107<br />
45.73 44.99 47.87<br />
3.97 3.72 3.47<br />
20 36 23<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
30,183 23,969 52,920 52,060 55,392<br />
<strong>2001</strong> 2000 1999 1998 1997<br />
Profit After Taxation and Minority Interest<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
494,028 493,378 425,517 425,012 438,151<br />
<strong>2001</strong> 2000 1999 1998 1997<br />
Turnover<br />
KIAN JOO CAN FACTORY BERHAD (3186-P) <strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 07
PROFILE OF<br />
Directors<br />
YAM TUNKU NAQUIYUDDIN IBNI TUANKU JA’AFAR<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar, aged 55, a Malaysian, is the Chairman<br />
of the Company. He was appointed to the Board on 30 November 1999.<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar read International Politics at the<br />
University College of Wales in Aberystwyth and graduated with a Bachelor of Science<br />
degree with Honours in Economics from the same college. Tunku served in the Ministry<br />
of Foreign Affairs and was posted as the 2nd Secretary with the Malaysian Embassy<br />
in Paris. Tunku later headed Antah Holdings Berhad as its Chairman, a position held<br />
till today, which was vacated for a 5-year period during his tenure as the Regent of<br />
Negeri Sembilan from 1994 – 1999. Tunku was also a Council Member of the<br />
Business Council for Sustainable Development, a Geneva-based organization,<br />
Founder and Head of the Federation of Public Listed Companies, Council Member of<br />
the <strong>Can</strong>ada-ASEAN Centre and Committee Member of the Kuala Lumpur<br />
Stock Exchange.<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar presently sits on the Boards of Antah<br />
Holdings Berhad, Carlsberg Brewery Malaysia Berhad and Malayawata Steel Berhad.<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar is the brother of YAM Tunku Dato’ Seri<br />
Nadzaruddin Ibni Tuanku Ja’afar.<br />
YAM TUNKU DATO’ SERI NADZARUDDIN IBNI TUANKU JA’AFAR<br />
YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar, aged 43, a Malaysian, is the<br />
Non-Executive Director of the Company. He was appointed to the Board on 1 June<br />
1994. He holds a Bachelor of Science (Honours) degree in Mathematics.<br />
From 1982 to 1983, YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar worked<br />
with British Telecommunications in London. In 1985, he joined ESSO Production<br />
Malaysia Inc. (EPMI) as System Analyst and he was there until March 1988.<br />
He then left EPMI to become the General Manager of Asia-Pacific Videolab Sdn Bhd<br />
until April 1990. In May 1990, he joined Antah Holdings Berhad as Executive<br />
Assistant to the Managing Director and in September 1996, was appointed as<br />
Director of Antah Holdings Berhad until 22 May 2000. In December 1992, he was<br />
appointed as an Executive Director of Hwang-DBS (Malaysia) Berhad. In 1st June<br />
1984, he was appointed as Chairman of Box-Pak (Malaysia) Berhad, a subsidiary<br />
company of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad.<br />
YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar was the President of Persatuan<br />
Broker Niaga Hadapan Malaysia (Malaysia Futures Brokers Association). He is a<br />
director on the board of MDEX (Malaysia Derivatives Exchange Berhad ). He is also<br />
the Vice President of the Financial Planning Association of Malaysia (FPAM) on their<br />
Board of Governors and their Board of Certification and Standards.<br />
YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar is the brother of YAM Tunku<br />
Naquiyuddin Ibni Tuanku Ja’afar.<br />
YAM RAJA DATO’ SERI ASHMAN SHAH IBNI SULTAN AZLAN SHAH<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah, aged 44, a Malaysian, is<br />
the Non-Executive Director. He was appointed to the Board on 24 April 1986. He is<br />
also a member of Audit Committee of the Company.<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah was graduated from the<br />
University of Nottingham, United Kingdom with a B.A. in Economics and subsequently<br />
he was qualified as Barrister-at-Law from Lincoln’s Inn, London. Thereafter he obtained<br />
a masters degree in Law from the University of Cambridge, United Kingdom.<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah is also a Non-Executive<br />
Director of KKB Engineering Berhad.<br />
He does not have any family relationship with any director and/or major<br />
shareholder of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad.<br />
08 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
DATO’ SEE TEOW CHUAN<br />
Dato’ See Teow Chuan, aged 61, a Malaysian, is the Managing Director of the<br />
Company. He was appointed to the Board on 30 October 1966. He has been with<br />
<strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad for more than 40 years and has acquired extensive<br />
experience and knowledge in can manufacturing and carton manufacturing business.<br />
He assumes an active role in the formulation and implementation of the corporate<br />
strategy of the Company.<br />
PROFILE OF<br />
Directors (Cont’d)<br />
Since 1975, he is the Executive Director of Box-Pak (Malaysia) Berhad, a subsidiary<br />
company of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad. He also sits on the Board of other private<br />
limited companies.<br />
Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan, Mr See Teow Koon and Mr<br />
See Tiau Kee are brothers.<br />
DATO’ ANTHONY SEE TEOW GUAN<br />
Dato’ Anthony See Teow Guan, aged 56, a Singaporean, is the Executive Director of<br />
the Company. He was appointed to the Board on 1 January 1972. He completed his<br />
Senior Cambridge education in Singapore and moved immediately to Malaysia to<br />
work with the Company.<br />
He has over 35 years of experience in the packaging industry. In 1974, he initiated<br />
the set up of Box-Pak (Malaysia) Berhad, a subsidiary company of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong><br />
Factory Berhad, and serves as the Managing Director. It was listed in the Kuala<br />
Lumpur Stock Exchange main board in 1996.<br />
In 1993, he was awarded the “Manager of the Year 1992” by Harvard Business<br />
School Alumni Club of Malaysia.<br />
Currently, he is the President of the Malaysian Tin <strong>Can</strong> Manufacturers Association<br />
(MTCMA). He also sits on the Board of several private limited companies.<br />
Dato’ Anthony See Teow Guan, Dato’ See Teow Chuan, Mr See Teow Koon, Mr See<br />
Tiau Kee are brothers.<br />
SEE TEOW KOON<br />
Mr See Teow Koon, age 53, a Malaysian, is the Executive Director of the Company<br />
He was appointed to the Board on 8 October 1974.<br />
He completed his technical studies in Singapore Institute of Technology and in 1967,<br />
he further his studies in Japan specializing in metal printing and can manufacturing.<br />
Subsequently in 1970 he was appointed as Factory Manager of the Company.<br />
He has over 35 years of experience in packaging industry in particular metal printing<br />
and can manufacturing. He is also the Executive Director of Box-Pak (Malaysia)<br />
Berhad, a subsidiary company of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad, since 1983. He also<br />
sits on the Board of several private limited companies.<br />
Mr. See Teow Koon, Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan and<br />
Mr See Tiau Kee are brothers.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P) <strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 09
PROFILE OF<br />
Directors (Cont’d)<br />
SEE TIAU KEE<br />
Mr. See Tiau Kee, aged 48, a Malaysian, is the Executive Director of the Company. He<br />
was appointed to the Board on 15 September 1982.<br />
He started his career as a Quality Executive in Metal-Pak (Malaysia) Sdn. Bhd., a<br />
wholly owned subsidiary of the Company. Subsequently he was promoted to<br />
Production Manager in some of the subsidiary companies of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory<br />
Berhad. He has vast experience in can manufacturing operations and has served<br />
the Company for 25 years.<br />
He is also the Executive Director of Box-Pak (Malaysia) Berhad, a subsidiary<br />
company of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad since 1983. He also sits on the Board of<br />
several private limited companies.<br />
Mr. See Tiau Kee, Dato’ See Teow Chuan, Dato’ Anthony See Teow Guan and Mr See<br />
Teow Koon are brothers.<br />
DATO’ ISMAIL BIN LEBAI KAMAT<br />
Dato’ Ismail bin Labai Kamat, aged 62, a Malaysian, is the Non-Executive Director of<br />
the Company. He is a member and Chairman of the Audit Committee. He was<br />
appointed to the Board on 9 January <strong>2001</strong>.<br />
He started his career as an Audit Manager with a Chartered Accountant firm,<br />
Anderson Shackle & Co, in Melbourne, Australia until 1972. Upon his return to<br />
Malaysia, he joined Bank Rakyat (Malaysia) Bhd as Manager of Corporate Affairs.<br />
He was the Chairman of Roxy Electronic Industries (M) Bhd. (now known as<br />
Technology Resources Bhd) and Air Hitam Tin Dredging (M) Bhd and also a director<br />
of FSBM Holdings Berhad. He was also the Executive Director of S & P Foods (M)<br />
Bhd. and Chief Executive Director of HA Securities Sdn Bhd (now known as Jupiter<br />
Securities Sdn Bhd).<br />
He is currently a Senior Partner in a Public Accountant firm, Moore Stephens, Ismail<br />
Chong & Associate (Public Accountants). He was a partner of the firm since 1990. He<br />
is a member of the Institute Of Chartered Accountants in Australia, Malaysian<br />
Association of Certified Public Accountants and Malaysian Institute of Accountants.<br />
He does not have any family relationship with any director.<br />
SEE EAN SENG<br />
Mr See Ean Seng, aged 65, a Malaysian, is the Non-Executive Director of the<br />
Company. He was appointed to the Board on 22 February 1984 and he is also a<br />
member of the Audit Committee of the Company.<br />
He has extensive experience in can manufacturing business and also sits on the Board<br />
of directors of several private limited companies.<br />
(Save as disclosed, none of the Directors has any conviction of offences within the past<br />
10 years nor has any personal interest in any business arrangement involving<br />
the Company).<br />
10 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
The Board of Directors is committed in ensuring that the Group practices good Corporate<br />
Governance in line with the Malaysian Code on Corporate Governance introduced in<br />
March 2000.<br />
Corporate<br />
Governance<br />
Statement<br />
A) DIRECTORS<br />
I. The Board<br />
Decisions are made on issues relating to strategy, performance, resources and<br />
financial matters at Board’s meetings. The executive directors have vast experience<br />
in the packaging industries and are able to lead and guide the Group. A brief<br />
profile of each director is presented on pages 8 to 10.<br />
During the year ended 31 December <strong>2001</strong>, 5 Board Meetings were held. The<br />
following is the record of attendance of the Board Members:<br />
Directors<br />
No. of Meetings<br />
attended<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar - Chairman<br />
(Non-Independent Non-Executive Director) 4/5<br />
YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar<br />
(Non-Independent Non-Executive Director) 5/5<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah<br />
(Independent Non-Executive Director) 4/5<br />
Dato’ See Teow Chuan<br />
(Managing Director) 5/5<br />
Dato’ Anthony See Teow Guan<br />
(Executive Director) 5/5<br />
See Teow Koon<br />
(Executive Director) 4/5<br />
See Tiau Kee<br />
(Executive Director) 5/5<br />
See Ean Seng<br />
(Independent Non-Executive Director) 5/5<br />
Dato’ Ismail Bin Lebai Kamat (appointed on 9 January <strong>2001</strong>)<br />
(Independent Non-Executive Director) 2/5<br />
In the intervals between Board meetings, decisions are made in the monthly management<br />
meetings held together with the operating heads and the executive directors.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 11
Corporate<br />
Governance<br />
Statement (Cont’d)<br />
A) DIRECTORS (cont’d)<br />
The Board is assisted by the following Board Committees<br />
1. Audit Committee<br />
The Audit Committee was established on 30 June 1994. Please refer to the Audit<br />
Committee <strong>Report</strong> on page 16 to 18.<br />
2. Remuneration Committee<br />
The Remuneration Committee was established on 19 November <strong>2001</strong> whose<br />
members are all non-executive directors.<br />
Members<br />
YAM Tunku Naquiyuddin Ibni Tuanku Ja’afar (Chairman)<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah<br />
(Independent Non-Executive Director)<br />
Dato’ Ismail Bin Lebai Kamat<br />
(Independent Non-Executive Director/Audit Committee Chairman)<br />
The Remuneration Committee shall recommends for the Board’s approval, the<br />
Executive Director’s remuneration package and to evaluate the effectiveness of the<br />
contributions made by each member of the Board.<br />
Directors’ fees are determined by the Board and are based on standard fixed fee and<br />
are subject to the approval of shareholders at the <strong>Annual</strong> General Meeting.<br />
Details of the number of Executive and Non-Executive Directors in remuneration<br />
bands of RM50,000 for the year ended 31 December <strong>2001</strong> are disclosed in the<br />
Director’ <strong>Report</strong> on page 26.<br />
3. Option Committee<br />
The Board has set up an Option Committee on 27 February 2002 to administer the<br />
ESOS which was approved by the shareholders at an Extra Ordinary General<br />
Meeting held on 31 January 2002.<br />
Members<br />
Dato’ Anthony See Teow Guan (Executive Director)<br />
Alice See Siew Choo (Group Financial Controller)<br />
Mok Chong Gan (Group Human Resource Manager)<br />
Key Responsibilities<br />
The Option Committee is to administer the Employees’ Share Option Scheme (ESOS)<br />
in accordance with the objectives and regulations as stated in the Bye-Laws.<br />
II<br />
Board Balance<br />
The Board currently has 9 members, comprising 5 Non-Executive Directors and 4<br />
Executive Directors. Out of the 9 Directors, 3 are Independent Directors, which meets<br />
the requirement of one-third. The Chairman holds a Non Executive position and is<br />
primarily responsible for matters pertaining to the Board and overall conduct of<br />
the Group.<br />
The Executive Committee (Exco) comprising of Executive Directors and the Group<br />
Financial Controller oversees the running of the Group and the implementation of the<br />
Board’s decisions and policies.<br />
12 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
III<br />
IV<br />
Appointments to the Board<br />
The Malaysian Code on Corporate Governance endorses, as good practice, the<br />
setting up of a Nomination Committee to formalize procedures for appointments to<br />
the Board. Although the Code states that this procedure may be performed by the<br />
Board as a whole, as a matter of best practice, it recommends that this<br />
responsibility be delegated to a committee.<br />
The appointment of the Nomination Committee has been deferred to a later date.<br />
Re-election<br />
The Articles provide that at least one third of the remaining Directors, save for the<br />
Managing Director, be subject to re-election by rotation at each <strong>Annual</strong> General<br />
Meeting. In compliance with the Kuala Lumpur Stock Exchange Listing Requirements,<br />
which came into force in <strong>2001</strong>, the Managing Director will now also be required to<br />
submit himself for re-election by rotation. The amended Articles of Association which<br />
was approved by the shareholders at an Extra Ordinary General Meeting held on<br />
31 January 2002 provides for all Directors to submit themselves for re-election at<br />
least once every 3 years.<br />
Corporate<br />
Governance<br />
Statement (Cont’d)<br />
B) INVESTORS RELATIONS AND SHAREHOLDER COMMUNICATION<br />
To ensure that the shareholders and investors are well informed of the Group,<br />
information is available to shareholders and investors through various disclosures<br />
and announcements made to the Kuala Lumpur Stock Exchange which includes the<br />
quarterly financial results, <strong>Annual</strong> <strong>Report</strong>s and where appropriate, Circulars and<br />
press releases.<br />
Key management personnel also hold discussion with analysts to provide<br />
information on the Group’s strategy, performance and major developments. A press<br />
briefing, attended by the Chairman, is also held after each <strong>Annual</strong> General Meeting.<br />
Shareholders and the public can also access information on the Group’s<br />
background, products and financial performance through the website<br />
at www.kianjoocan.com.my.<br />
C) ACCOUNTABILITY AND AUDIT<br />
I. Financial <strong>Report</strong>ing<br />
The Board takes responsibility for presenting a balanced and understandable<br />
assessment of the Group’s operations and prospects each time it releases its<br />
quarterly and annual financial statements to shareholders. The Audit Committee<br />
reviews the information to be disclosed to ensure its accuracy and adequacy.<br />
A statement by Directors of their responsibilities in preparing the financial statements<br />
is set out on page 15 of this <strong>Report</strong>.<br />
II.<br />
III.<br />
Internal Controls<br />
The Directors recognize their responsibility for the Group’s system of internal controls<br />
and the need to review its effectiveness regularly in order to safeguard the Group’s<br />
assets and therefore shareholders’ investments in the Group. Since certain risks and<br />
threats are externally driven, unforeseen and beyond the Group’s control, the system<br />
can only provide reasonable assurance against misstatement or loss.<br />
Relationship with Auditors<br />
The role of the Audit Committee in relation to the external auditors is described<br />
on page 17.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 13
Corporate<br />
Governance<br />
Statement (Cont’d)<br />
D) COMPLIANCE WITH THE CODE<br />
The Group has substantially complied with the Principles and Best Practices of the<br />
Code except as disclosed below:<br />
a) Nomination of a Senior Independent Non- Executive Director The Board does<br />
not consider it necessary to nominate a recognized Senior Independent<br />
Non-Executive Director given the separation of the roles of Chairman who is<br />
a Non Executive Director and the Managing Director.<br />
b) Details of each director’s remuneration<br />
The Board is of the view that the transparency and accountability aspects<br />
applicable to Directors’ Remuneration are appropriately served by the ‘band<br />
disclosure’ as set out in the Director’s <strong>Report</strong> on page 26.<br />
14 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
Directors are legally responsible to prepare financial statements for each financial year<br />
which give a true and fair view of the state of affairs of the Group and of the Company<br />
at the end of the financial year and of the results of the Group and of the Company for<br />
the financial year then ended.<br />
Directors’<br />
Responsibility<br />
Statement<br />
In preparing those financial statements, the directors have:<br />
●<br />
●<br />
●<br />
used appropriate accounting policies and applied them consistently;<br />
made judgements and estimates that are reasonable and prudent;<br />
stated whether applicable accounting standards have been followed, subject to any<br />
material departures disclosed and explained in the financial statements.<br />
The Directors are responsible for ensuring that proper accounting records are kept and<br />
which disclose with reasonable accuracy the financial position of the Group and of the<br />
Company and to enable them to ensure that the financial statements comply with the<br />
Companies Act, 1965. They have a general responsibility for taking such steps as are<br />
reasonably open to them to safeguard the assets of the Group and of the Company, to<br />
prevent and detect fraud and other irregularities.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 15
AUDIT<br />
COMMITTEE<br />
<strong>Report</strong><br />
MEMBERSHIPS AND MEETINGS<br />
The Audit Committee had 4 meetings during the year ended 31 December <strong>2001</strong>. The<br />
members of the Audit Committee and the record of their attendance are as follows:<br />
Membership<br />
No. of meetings<br />
attended<br />
Dato’ Ismail Bin Lebai Kamat- Appointed as Audit Committee<br />
Chairman on 9 Jan <strong>2001</strong><br />
(Independent Non-Executive Director) 3/4<br />
YAM Raja Dato’ Seri Ashman Shah Ibni Sultan Azlan Shah<br />
(Independent Non-Executive Director) 3/4<br />
YAM Tunku Dato’ Seri Nadzaruddin Ibni Tuanku Ja’afar<br />
(Non-Independent Non-Executive Director)<br />
–Resigned as Audit Committee Chairman on 9 Jan <strong>2001</strong>. 1/1<br />
Mr See Ean Seng<br />
(Independent Non-Executive Director) 4/4<br />
TERMS OF REFERENCE<br />
Composition Of Audit Committee<br />
The Committee shall be appointed by the Board from its members and shall consist of not<br />
less than 3 members of whom a majority shall not:-<br />
a) be executive directors of the company or any related company;<br />
b) comprise a spouse, parent, brother, sister, son or adopted son, daughter<br />
or adopted daughter or an executive director of the company or of any<br />
related corporation; or<br />
c) comprise persons having a relationship which, in the opinion of the Board,<br />
would interfere with the exercise of independent judgment in carrying out the<br />
functions of the Committee.<br />
The Committee shall elect a chairperson from among its members who is not an executive<br />
director or employee of the company or any related company.<br />
In the event that a member of the Committee resigns, dies or for any other reason ceases<br />
to be a member with the result that the number of members is reduced below 3, the Board<br />
of Directors shall, within 3 months of that event, appoint such number of new members as<br />
may be required to make up the minimum number of 3 members.<br />
Terms of Membership<br />
Members of the Committee shall be appointed for an initial term of 3 years after which<br />
they will be eligible for reappointment.<br />
Meetings<br />
The Committee shall meet at least three times a year. In addition, the chairperson shall<br />
convene a meeting of the Committee if requested to do so by any members, the<br />
management or the internal or external auditors to consider any matters within the scope<br />
and responsibilities of the Committee.<br />
The minutes of the meetings of the Audit Committee shall be tabled at Board Meetings to<br />
inform the Board of the activities of the Audit Committee.<br />
16 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
Attendance At Meetings<br />
The group financial controller, the head of internal audit, and a representative of the<br />
external auditors shall normally attend meetings. However, the Committee may invite<br />
any person to be in attendance to assist in its deliberations.<br />
AUDIT<br />
COMMITTEE<br />
<strong>Report</strong> (Cont’d)<br />
Secretary To Audit Committee<br />
Any one of the company secretaries shall be the secretary of the Committee and shall be<br />
responsible for drawing up the agenda in consultation with the chairperson. The agenda<br />
together with relevant explanatory papers and documents shall be circulated to<br />
committee members prior to each meeting. The secretary shall be responsible for<br />
keeping the minutes of the meeting of the Committee, circulating them to committee<br />
members and for ensuring compliance with KLSE requirements.<br />
Quorum<br />
A quorum shall consist of a majority of committee members who are non- executive directors.<br />
Authority<br />
The committee is authorized by the Board to investigate any activity within its terms of<br />
reference. It has free access to all information and documents it requires for the purpose<br />
of discharging its functions and responsibilities. The audit committee is also authorized to<br />
obtain outside legal or other independent professional advice as it considers necessary.<br />
Duties and Responsibilities<br />
The duties and responsibilities of the committee shall be:<br />
a) to review the company’s quarterly and annual financial statements before<br />
submission to the Board. The review shall focus on:<br />
- any changes in accounting policies and practices<br />
- major judgmental areas<br />
- significant audit adjustments from the external auditors<br />
- the going concern assumption<br />
- compliance with accounting standards<br />
- compliance with stock exchange and legal requirements.<br />
b) to review with the external auditors their plan, scope and nature of audit for<br />
the company.<br />
c) to assess the adequacy and effectiveness of the systems of internal control and<br />
accounting control procedures of the company by reviewing the external auditors’<br />
management letters and management response.<br />
d) to hear from the external auditors problems and reservations arising from their<br />
interim and final audits.<br />
e) to review the internal audit plan, consider the major findings of internal audit,<br />
fraud investigations and actions and steps taken by management in response to<br />
audit findings.<br />
f) to review any related party transactions that may arise within the company.<br />
g) to consider the appointment of the external auditors, the terms of reference of their<br />
appointment, and any question of resignation or dismissal.<br />
h) to undertake such other responsibilities as may be agreed to by the Committee and<br />
the Board.<br />
i) to report to the Board its activities, significant results and findings.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 17
AUDIT<br />
COMMITTEE<br />
<strong>Report</strong> (Cont’d)<br />
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE<br />
AUDIT COMMITTEE DURING THE YEAR ENDED 31 DECEMBER <strong>2001</strong><br />
Internal Audit Function<br />
The Group has an internal audit department with the principal responsibility to undertake<br />
regular and systematic reviews of the systems of internal controls to provide reasonable<br />
assurance that such systems continue to operate effectively and efficiently.<br />
In attaining such objectives, the following activities were carried out by Internal Audit<br />
Department in <strong>2001</strong>:<br />
●<br />
●<br />
●<br />
●<br />
●<br />
Conducted periodic checks to determine the extent of compliance with established<br />
policies, procedures and statutory requirements.<br />
Carried out ad-hoc investigations and special reviews requested by management.<br />
Recommended improvements to the existing systems of controls by way of issuing<br />
audit reports to the appropriate level of management for corrective action<br />
improvements to be taken.<br />
Taking corrective actions to continuously improve on the controls, processes<br />
and operations of the Group based on feedback from management and<br />
recommendations from external auditor.<br />
Actively involved in the migration of ISO 9002 :1994 to ISO 9001 :2000 for<br />
certain subsidiaries and being part of the Internal Quality Audit Team.<br />
Summary of Activities of the Audit Committee<br />
During the year ended 31 December <strong>2001</strong>, the Audit Committee performed its duties<br />
as set out in its terms of reference.<br />
The main activities undertaken by the Audit Committee are as follows:-<br />
●<br />
●<br />
●<br />
●<br />
●<br />
●<br />
●<br />
●<br />
●<br />
Reviewed with the external auditors their scope of work and audit plan for the year.<br />
Reviewed the results of the external audit, the audit report and the management<br />
letter, including management’s response.<br />
Reviewed the internal audit department’s resource requirements, program and plan<br />
for the year under review.<br />
Reviewed the internal audit reports and actions taken by the management to improve<br />
on the internal controls system based on internal audit findings.<br />
Reviewed the annual report and audited financial statement of the Company and the<br />
Group before submission to the Board for their consideration and approval. The<br />
review was to ensure that the audited financial statements were drawn up in<br />
accordance with the provisions of the Companies Act, 1965 and the applicable<br />
approved accounting standards approved by MASB.<br />
Reviewed the quarterly financial result before recommending them for Board’s<br />
approval. The review and discussions were conducted with the Group Financial Controller.<br />
Reviewed the Group’s compliance with the Listing Requirements of the KLSE, MASB<br />
and other relevant legal and regulatory requirements.<br />
Discussed on significant related party transactions entered into by the Group.<br />
Reviewed the extent of the Group’s compliance with the provisions set out under the<br />
Malaysian Code on Corporate Governance for the purpose of the Corporate<br />
Governance Statements pursuant to the KLSE Listing Requirements.<br />
Recommended to the Board the prescribed corporate governance principles and<br />
best practices under the Code.<br />
18 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
CHAIRMAN’S<br />
Statement<br />
On behalf of the Board of Directors of<br />
KIAN JOO CAN FACTORY BERHAD, I am<br />
pleased to present to you the <strong>Annual</strong><br />
<strong>Report</strong> and Audited Financial Statements<br />
for the year ended 31 December <strong>2001</strong>.<br />
PERFORMANCE & FINANCIAL REVIEWS<br />
Group revenue for the year under review improved marginally at RM494.028 million<br />
compared with RM493.378 million in the corresponding period. However, Group profit<br />
before tax improved 27% at RM41.907 million compared with RM33.034 million in<br />
the preceding year. Profit after tax of RM31.555 million was 43% higher than previous<br />
year of RM22.009 million.<br />
The significant improvement in profit was mainly due to higher contribution from the<br />
corrugated and PET division. Losses from subsidiary companies were also lower during<br />
the year under review. The rationalisation exercise undertaken by the general cans<br />
division such as pooling of resources and effort has resulted in improved efficiency<br />
and productivity.<br />
Shareholders’ funds increased 5.4% from RM462.776 million in year 2000 to<br />
RM487.853 million in year <strong>2001</strong>. Earnings per share after tax for the Group improved<br />
26% from 20.7 sen in year 2000 to 26.1 sen in year <strong>2001</strong>. Group’s net tangible assets<br />
per share improved 5.4% to RM4.22 per share compared with RM4.00 per share in the<br />
preceding year.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 19
CHAIRMAN’S<br />
Statement (Cont’d)<br />
GROUP HIGHTLIGHTS<br />
On 1 July <strong>2001</strong>, the Company acquired the remaining 40% of the issued and paid up<br />
capital of KJM Aluminium Sdn. Bhd. from its Japanese partners, Mitsubishi<br />
Corporation, Japan and Mitsubishi Materials Corporation, Japan for a total<br />
consideration of RM3.6 million. Upon completion of the acquisition, KJM Aluminium<br />
Sdn Bhd became a wholly owned subsidiary of the Company.<br />
On 13 August <strong>2001</strong>, the Company announced the proposal to establish an Employee<br />
Share Option Scheme of up to ten per cent of the Company’s issued and paid-up capital.<br />
The Securities Commission had on the 12 September <strong>2001</strong> approved the Company’s<br />
proposed ESOS. The shareholders of the Company have approved the ESOS at<br />
an Extraordinary General Meeting held on 31 January 2002. The implementation of<br />
the Employees Share Option Scheme would enable our employees to<br />
participate in the Group’s future growth and to encourage greater sense of<br />
belonging and dedication towards the Group.<br />
On 1 February 2002, the Company announced the establishment of a wholly owned<br />
subsidiary company in Vietnam under the name of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> (Vietnam) Co. Ltd. The<br />
new subsidiary would mainly be involved in the manufacture of 3pc cans and plastic<br />
products for the food and beverage industries in Vietnam and is expected to commence<br />
commercial production towards the end of 2002.<br />
CURRENT YEAR’S PROSPECT<br />
The prices of raw material have been moving upward and would likely to trend upward<br />
due to higher energy cost. Steps have been taken whenever possible to hedge for<br />
purchases for year 2002 to minimise the impact of higher raw material cost. Baring any<br />
unforeseen circumstances, the Board of Directors expect profit for the current year to be<br />
maintained despite the difficult market condition.<br />
DIVIDENDS<br />
During the year, the Company declared an interim tax exempt dividend of 10% (5 sen per<br />
share) and this was paid on 9 November <strong>2001</strong>.<br />
The Board has recommended a second and final tax exempt dividend of 10% (5 sen per<br />
share), for approval by shareholders at the forthcoming <strong>Annual</strong> General Meeting. Upon<br />
approval, the final dividend will be paid on 9 July 2002.<br />
APPRECIATION<br />
On behalf of the Board, I wish to thank all our customers, suppliers, bankers, management,<br />
staff and shareholders for their full support and confidence in the Company.<br />
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja’afar<br />
CHAIRMAN<br />
Date: 27 February 2002<br />
20 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
FI N A N C I A L<br />
s t a t e m e n t s<br />
Directors’ <strong>Report</strong><br />
Statement by Directors<br />
Statutory Declaration<br />
<strong>Report</strong> of the Auditors<br />
Balance Sheets<br />
Income Statements<br />
Consolidated Statement<br />
of Changes in Equity<br />
Statement of Changes in Equity<br />
Consolidated Cash Flow Statement<br />
Cash Flow Statement<br />
Notes to the Financial Statements<br />
22<br />
28<br />
28<br />
29<br />
30<br />
31<br />
32<br />
33<br />
34<br />
36<br />
37<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 21
D I R E C T O R S ’<br />
R e p o r t<br />
The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of<br />
the Company for the year ended 31 December <strong>2001</strong>.<br />
PRINCIPAL ACTIVITIES<br />
The principal activities of the Company are that of manufacture and distribution of tin cans and investment holding.<br />
The principal activities of the Group include the manufacture and distribution of tin cans, 2-piece aluminium beverage<br />
cans, polyethelene terephalate products and corrugated fibreboard cartons, provision of engineering services, letting of<br />
property and provision of share registration and management services.<br />
There have been no significant changes in the nature of these activities during the year.<br />
FINANCIAL RESULTS<br />
Group<br />
RM'000<br />
Company<br />
RM'000<br />
Profit after taxation 31,555 22,929<br />
Minority interest (1,372) -<br />
Profit after taxation and minority interest 30,183 22,929<br />
Dividends (11,572) (11,572)<br />
Retained profit for the year 18,611 11,357<br />
All material transfers to or from reserves or provisions during the year are shown in the financial statements.<br />
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year<br />
have not been substantially affected by any item, transaction or event of a material and unusual nature.<br />
DIVIDENDS<br />
The dividends paid or declared by the Company since the date of the last report were as follows:-<br />
In respect of the financial year ended 31 December 2000<br />
as shown in the Directors' <strong>Report</strong> of that financial year:-<br />
RM'000<br />
Final dividend of 10%, tax exempt 5,786<br />
In respect of the financial year ended 31 December <strong>2001</strong>:-<br />
Interim dividend of 10%, tax exempt 5,786<br />
The Directors now recommend a final dividend of 10%, tax exempt, amounting to RM5,786,000 in respect of the current<br />
financial year, subject to the approval of shareholders at the forthcoming <strong>Annual</strong> General Meeting of the Company.<br />
EMPLOYEES' SHARE OPTION SCHEME<br />
The Employees' Share Option Scheme ("Scheme") was approved by the shareholders at an Extraordinary General<br />
Meeting held on 31 January 2002.<br />
22 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
D I R E C T O R S ’<br />
R e p o rt ( c o n t ’ d )<br />
EMPLOYEES' SHARE OPTION SCHEME (cont’d)<br />
The main features of the Scheme are:-<br />
(a)<br />
(b)<br />
(c)<br />
(d)<br />
(e)<br />
(f)<br />
(g)<br />
Eligible persons are employees of the Company and its non-listed Malaysian incorporated subsidiary companies<br />
which are not dormant (including full-time Executive Directors) in the employment of the Group with at least two<br />
year services as at the offer date. Foreign employees of the Group (save for the Executive Directors) are not entitled<br />
under the scheme. No employee and Executive Director shall participate at anytime in more than one (1) Employee<br />
Share Option Scheme implemented by any company within the Group.<br />
The total number of shares to be offered shall not exceed 10% of the enlarged issued and paid-up ordinary share<br />
capital of the Company at any point of time during the existence of the Scheme.<br />
No option shall be granted for less than 1,000 ordinary shares and not more than 400,000 ordinary shares to<br />
any individual eligible employee.<br />
The option price shall be at a discount of not more than 10% from weighted average market price of the shares as<br />
shown in the daily official list issued by the Kuala Lumpur Stock Exchange for the five trading days preceding the<br />
offer date, or at par value of the shares of the Company, whichever is higher.<br />
The Scheme shall be in force at the discretion of the Committee appointed by the Board of Directors subject to the<br />
maximum period of five years from the date of its approval by the Company in a general meeting or the date of<br />
the last approval by relevant authorities, whichever shall be the latest date subject to any extension as may be<br />
approved by the aforesaid authorities.<br />
The maximum allowable allotment for each eligible employee is based on a predetermined scale of maximum<br />
entitlement for each category and grade of employee. The criteria for the basis of allotment would be based on<br />
seniority, performance and length of service.<br />
A grantee will be allowed to exercise not more than 20% of the options granted to him per year.<br />
No option has been granted as at the date of this report.<br />
DIRECTORS<br />
The names of the Directors of the Company in office since the date of the last report and at the date of this report are:-<br />
Y.A.M. Tunku Naquiyuddin Ibni Tuanku Ja'afar<br />
Y.A.M. Tunku Dato' Seri Nadzaruddin Ibni Tuanku Ja'afar<br />
Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah<br />
Dato' See Teow Chuan<br />
Dato' Anthony See Teow Guan<br />
See Teow Koon<br />
See Tiau Kee<br />
See Ean Seng<br />
Y. Bhg Dato' Ismail Bin Lebai Kamat<br />
Tan Sri Datuk Gnanalingam s/o Gunanath Lingam (Resigned on 16.3.<strong>2001</strong>)<br />
(Alternate director to Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah)<br />
In accordance with Article 104 of the Company's Articles of Association, Dato' See Teow Chuan, See Teow Koon<br />
and See Tiau Kee retire by rotation and, being eligible, offer themselves for re-election.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 23
D I R E C T O R S ’<br />
R e p o r t ( c o n t ’ d )<br />
DIRECTORS' BENEFITS<br />
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which<br />
the Company is a party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures<br />
of, the Company or any other body corporate.<br />
Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other<br />
than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors shown<br />
in the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by<br />
the Company or a related corporation with any Director or with a firm of which the Director is a member or with a<br />
company in which the Director has a substantial financial interest required to be disclosed by Section 169(8) of the<br />
Companies Act, 1965.<br />
DIRECTORS' INTEREST IN SHARES<br />
The following Directors who held office at the end of the financial year had, according to the register required to be kept<br />
under Section 134 of the Companies Act, 1965, an interest in shares and debentures of the Company and its related<br />
corporations, as stated below:-<br />
Y.A.M. Tunku Naquiyuddin 89,750 - - 89,750<br />
Ibni Tuanku Ja'afar * 1,020,000 - - * 1,020,000<br />
Y.A.M. Raja Dato' Seri Ashman Shah<br />
Ibni Sultan Azlan Shah 498,755 - - 498,755<br />
Dato' See Teow Chuan 259,309 15,000 - 274,309<br />
* 43,076,746 - - * 43,076,746<br />
Dato' Anthony See Teow Guan 250,470 - - 250,470<br />
* 42,900,040 - - * 42,900,040<br />
Mr. See Teow Koon 15,744 - - 15,744<br />
* 42,856,746 - - * 42,856,746<br />
Mr. See Ean Seng 52,605 17,000 - 69,605<br />
* 1,453 - - * 1,453<br />
Mr. See Tiau Kee * 42,761,276 - - * 42,761,276<br />
Number of ordinary shares of RM1.00 each<br />
At<br />
At<br />
Subsidiary 1.1.01 Bought Sold 31.12.01<br />
Box-Pak (Malaysia) Berhad<br />
Y.A.M. Tunku Naquiyuddin 1,769,000 - - 1,769,000<br />
Ibni Tuanku Ja'afar * 21,940,000 - - * 21,940,000<br />
Y.A.M. Tunku Dato' Seri Nadzaruddin<br />
Ibni Tuanku Ja'afar 1,573,000 - - 1,573,000<br />
24 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
D I R E C T O R S ’<br />
R e p o rt ( c o n t ’ d )<br />
DIRECTORS' INTEREST IN SHARES (cont’d)<br />
Number of ordinary shares of RM1.00 each<br />
At<br />
At<br />
Subsidiary 1.1.01 Bought Sold 31.12.01<br />
Box-Pak (Malaysia) Berhad<br />
Y.A.M. Raja Dato' Seri Ashman Shah 10,000 - - 10,000<br />
Ibni Sultan Azlan Shah * 21,940,000 - - * 21,940,000<br />
Dato' See Teow Chuan 11,000 42,000 - 53,000<br />
* 21,944,000 - - * 21,944,000<br />
Dato' Anthony See Teow Guan 7,000 - - 7,000<br />
* 21,990,000 - - * 21,990,000<br />
Mr. See Ean Seng 29,000 - - 29,000<br />
* 21,940,000 - - * 21,940,000<br />
Mr. See Teow Koon * 21,940,000 - - * 21,940,000<br />
Mr. See Tiau Kee * 21,940,000 - - * 21,940,000<br />
Number of warrants<br />
At<br />
At<br />
The Company 1.1.01 Bought Sold 31.12.01<br />
Y.A.M. Tunku Naquiyuddin 300 - - 300<br />
Ibni Tuanku Ja'afar - * 139,200 - * 139,200<br />
Y.A.M. Raja Dato' Seri Ashman Shah<br />
Ibni Sultan Azlan Shah 66,500 - - 66,500<br />
Dato' See Teow Chuan 37,000 - - 37,000<br />
* 5,698,835 - 503,000 * 5,195,835<br />
Dato' Anthony See Teow Guan 25,353 - - 25,353<br />
* 5,698,835 - 503,000 * 5,195,835<br />
Mr. See Teow Koon 15,353 - - 15,353<br />
* 5,698,835 - 503,000 * 5,195,835<br />
Mr. See Ean Seng 33,500 64,000 - 97,500<br />
* 200 - - * 200<br />
Mr. See Tiau Kee * 5,698,835 - 503,000 * 5,195,835<br />
* Denotes deemed interest which includes interest in shares held by close family members.<br />
Directors of the Company are deemed to have interest in the shares of the subsidiary companies to the extent <strong>Kian</strong> <strong>Joo</strong><br />
<strong>Can</strong> Factory Berhad has an interest by virtue of their interests in the Company as disclosed above.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 25
D I R E C T O R S ’<br />
R e p o rt ( c o n t ’ d )<br />
DIRECTORS' REMUNERATION<br />
(i)<br />
Aggregate remuneration of the Directors of the Company categorised into appropriate components.<br />
Executive<br />
RM'000<br />
The details of the Directors' remuneration for the current financial year are as follows:-<br />
Non-<br />
Executive<br />
RM'000<br />
Fees 132 135<br />
Salaries and other emoluments 5,225 -<br />
Bonus 291 -<br />
5,648 135<br />
(ii)<br />
Number of Directors<br />
Executive<br />
The number of Directors of the Company whose total remuneration fall within the respective bands are analysed<br />
as follows:-<br />
Non-<br />
Executive<br />
Below RM50,000 - 5<br />
RM650,001 - RM700,000 2 -<br />
RM950,001 - RM1,000,000 1 -<br />
RM3,250,001 - RM3,300,000 1 -<br />
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR<br />
Significant events during the financial year are disclosed in Note 26 to the financial statements.<br />
SIGNIFICANT EVENT SUBSEQUENT TO THE BALANCE SHEET DATE<br />
Significant event after balance sheet date is disclosed in Note 27 to the financial statements.<br />
OTHER STATUTORY INFORMATION<br />
(a)<br />
Before the balance sheets and income statements of the Group and of the Company were made out, the Directors<br />
took reasonable steps:-<br />
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of<br />
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that<br />
adequate provision had been made for doubtful debts; and<br />
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting re c o rds in<br />
the ord i n a ry course of business had been written down to an amount which they might be expected so to re a l i s e.<br />
26 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
D I R E C T O R S ’<br />
R e p o rt ( c o n t ’ d )<br />
OTHER STATUTORY INFORMATION (cont’d)<br />
(b)<br />
At the date of this report, the Directors are not aware of any circumstances which would render:-<br />
(i) the amount written off for bad debts or the amount of the provision for doubtful debts of the Group and the<br />
Company inadequate to any substantial extent; and<br />
(ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading<br />
(c)<br />
(d)<br />
(e)<br />
At the date of this report, the Directors are not aware of any circumstances which have arisen which would render<br />
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading<br />
or inappropriate.<br />
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report<br />
or financial statements of the Group and of the Company which would render any amount stated in the financial<br />
statements misleading.<br />
As at the date of this report, there does not exist:-<br />
(i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial<br />
year which secures the liabilities of any other person; or<br />
(ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the<br />
financial year.<br />
(f)<br />
In the opinion of the Directors:-<br />
(i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the<br />
period of twelve months after the end of the financial year which will or may affect the ability of the Group or<br />
of the Company to meet their obligations as and when they fall due; and<br />
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of<br />
the financial year and the date of this report which is likely to affect substantially the results of the operations<br />
of the Group or of the Company for the financial year in which this report is made.<br />
AUDITORS<br />
The auditors, Ernst & Young, have expressed their willingness to continue in office.<br />
On behalf of the Board,<br />
Y.A.M. TUNKU NAQUIYUDDIN )<br />
IBNI TUANKU JA'AFAR )<br />
)<br />
) DIRECTORS<br />
)<br />
)<br />
DATO' SEE TEOW CHUAN )<br />
Batu Caves, Selangor Darul Ehsan<br />
27 February 2002<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 27
STATEMENT BY DIRECTORS<br />
Pursuant to Section 169(15) of the Companies Act, 1965<br />
We, Y.A.M. TUNKU NAQUIYUDDIN IBNI TUANKU JA'AFAR and DATO' SEE TEOW CHUAN, being two<br />
of the Directors of KIAN JOO CAN FACTORY BERHAD, do hereby state that in the opinion of the Directors, the<br />
financial statements set out on pages 30 to 57 are drawn up in accordance with applicable approved accounting<br />
standards in Malaysia so as to give a true and fair view of:-<br />
(i)<br />
the financial position of the Group and of the Company as at 31 December <strong>2001</strong> and of the results of the business<br />
of the Group and of the Company for the year then ended; and<br />
(ii) the cash flows of the Group and of the Company for the year ended 31 December <strong>2001</strong>.<br />
On behalf of the Board,<br />
Y.A.M. TUNKU NAQUIYUDDIN )<br />
IBNI TUANKU JA'AFAR )<br />
)<br />
) DIRECTORS<br />
)<br />
DATO' SEE TEOW CHUAN )<br />
Batu Caves, Selangor Darul Ehsan<br />
27 February 2002<br />
STATUTORY DECLARATION<br />
Pursuant to Section 169(16) of the Companies Act, 1965<br />
I, SEE SIEW CHOO, being the person primarily responsible for the financial management of KIAN JOO CAN<br />
FACTORY BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 30 to 57 are, to<br />
the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to<br />
be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.<br />
Subscribed and solemnly declared by<br />
the abovenamed SEE SIEW CHOO<br />
at Kuala Lumpur in the Federal<br />
Territory on 27 February 2002<br />
SEE SIEW CHOO<br />
Before me,<br />
28 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
REPORT OF THE AUDITORS TO THE MEMBERS OF<br />
<strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad (Incorporated in Malaysia)<br />
We have audited the financial statements set out on pages 30 to 57. These financial statements are the responsibility of<br />
the Company's Directors. Our responsibility is to express an opinion on these financial statements based on our audit.<br />
We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that<br />
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of<br />
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures<br />
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates<br />
made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe that our<br />
audit provides a reasonable basis for our opinion.<br />
In our opinion:-<br />
(a)<br />
the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and<br />
applicable approved accounting standards in Malaysia so as to give a true and fair view of:-<br />
(i) the financial position of the Group and of the Company as at 31 December <strong>2001</strong> and of the results and cash<br />
flows of the Group and of the Company for the year then ended; and<br />
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements<br />
of the Group and of the Company.<br />
(b)<br />
the accounting and other records and the registers required by the Act to be kept by the Company and by the<br />
subsidiary companies have been properly kept in accordance with the provisions of the Act.<br />
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the<br />
Company's financial statements are in form and content appropriate and proper for the purpose of the preparation of<br />
the consolidated financial statements and we have received satisfactory information and explanations required by us for<br />
those purposes.<br />
The Auditors' <strong>Report</strong>s on the financial statements of the subsidiary companies were not subject to any qualification and<br />
did not include any comment required to be made under Section 174(3) of the Companies Act, 1965.<br />
ERNST & YOUNG AF: 0039<br />
Chartered Accountants<br />
Ong Seng Pheow 1021/03/03 (J/PH)<br />
Partner<br />
Kuala Lumpur, Malaysia<br />
27 February 2002<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 29
BALANCE SHEETS<br />
as at 31 December <strong>2001</strong><br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
NOTE RM'000 RM'000 RM'000 RM'000<br />
PROPERTY, PLANT AND EQUIPMENT 3 372,499 390,193 62,083 58,815<br />
INVESTMENTS IN<br />
- SUBSIDIARY COMPANIES 4 - - 84,843 81,243<br />
- ASSOCIATED COMPANY 5 20,167 16,772 10,000 10,000<br />
INVESTMENT 6 450 600 450 600<br />
GOODWILL ON CONSOLIDATION 7 - - - -<br />
CURRENT ASSETS<br />
Inventories 8 110,128 123,226 19,912 28,860<br />
Trade debtors 9 130,045 139,684 20,243 21,731<br />
Other debtors, deposits and prepayments 10 26,758 15,667 36,697 32,168<br />
Amount due from associated company 5 3,051 1,663 2,946 1,620<br />
Amount due from subsidiary companies 4 - - 211,319 145,628<br />
Deposits with licensed banks 49,113 22,212 17,986 1,000<br />
Cash and bank balances 10,943 13,570 319 469<br />
CURRENT LIABILITIES<br />
330,038 316,022 309,422 231,476<br />
Trade creditors 19,414 19,444 6,121 7,119<br />
Other creditors and accruals 11 28,169 31,681 6,233 6,997<br />
Hire purchase creditor 12 9 9 - -<br />
Amount due to subsidiary companies 4 - - 126,546 122,517<br />
Bank borrowings (unsecured) 13 22,433 35,909 940 792<br />
Taxation 2,303 1,055 - -<br />
Proposed dividend 5,786 5,786 5,786 5,786<br />
78,114 93,884 145,626 143,211<br />
NET CURRENT ASSETS 251,924 222,138 163,796 88,265<br />
FINANCED BY:-<br />
645,040 629,703 321,172 238,923<br />
SHARE CAPITAL 14 57,860 57,860 57,860 57,860<br />
SHARE PREMIUM 266 266 266 266<br />
RESERVES 15 429,727 404,650 141,241 129,884<br />
487,853 462,776 199,367 188,010<br />
MINORITY INTEREST 29,433 41,486 - -<br />
HIRE PURCHASE CREDITOR 12 26 35 - -<br />
TERM LOANS (UNSECURED) 16 120,000 120,509 120,000 50,000<br />
DEFERRED TAXATION 17 7,728 4,897 1,805 913<br />
645,040 629,703 321,172 238,923<br />
The annexed notes form an integral part of these financial statements.<br />
30 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
INCOME STAT E M E N T S<br />
for the year ended 31 December <strong>2001</strong><br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
Note RM'000 RM'000 RM'000 RM'000<br />
REVENUE 18 494,028 493,378 132,998 140,295<br />
Other operating income 10,281 7,364 4,736 6,838<br />
Changes in inventories of<br />
finished goods and<br />
work-in-progress (5,361) 1,936 (1,609) 659<br />
Raw materials and<br />
consumables used (285,737) (297,290) (68,731) (77,969)<br />
Staff costs (59,732) (62,720) (19,267) (21,640)<br />
Depreciation of property,<br />
plant and equipment 3 (39,926) (34,579) (6,569) (5,514)<br />
Other operating expenses (66,013) (70,054) (14,640) (14,791)<br />
PROFIT FROM<br />
OPERATIONS 19 47,540 38,035 26,918 27,878<br />
Finance costs 20 (10,321) (8,642) (3,430) (961)<br />
Share of profits from<br />
associated company 4,688 3,641 - -<br />
PROFIT BEFORE<br />
TAXATION 41,907 33,034 23,488 26,917<br />
TAXATION 21 (10,352) (11,025) (559) 71<br />
PROFIT AFTER TAXATION 31,555 22,009 22,929 26,988<br />
MINORITY INTEREST (1,372) 1,960 - -<br />
PROFIT ATTRIBUTABLE<br />
TO SHAREHOLDERS 30,183 23,969 22,929 26,988<br />
EARNINGS PER SHARE 22<br />
- Basic 26 sen 21 sen<br />
DIVIDEND PER SHARE 23 10 sen 10 sen<br />
The annexed notes form an integral part of these financial statements.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 31
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY<br />
for the year ended 31 December <strong>2001</strong><br />
Distributable<br />
Non-distributable reserves<br />
reserve<br />
Share Share Revaluation Capital Reserve on Retained<br />
capital premium reserve reserve consolidation profit Total<br />
Note RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2000 57,860 266 12,357 4,480 4,814 379,929 459,706<br />
Goodwill written off - - (4,513) * - (4,814) * - (9,327)<br />
Profit for the year - - - - - 23,969 23,969<br />
Dividends 23 - - - - - (11,572) (11,572)<br />
At 31 December 2000 57,860 266 7,844 4,480 - 392,326 462,776<br />
Negative goodwill<br />
recognised - - - - 6,466 * - 6,466<br />
Profit for the year - - - - - 30,183 30,183<br />
Dividends 23 - - - - - (11,572) (11,572)<br />
At 31 December <strong>2001</strong> 57,860 266 7,844 4,480 6,466 410,937 487,853<br />
* This represents (gains)/losses not recognised in the income statement.<br />
The annexed notes form an integral part of these financial statements.<br />
32 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
STATEMENT OF CHANGES IN EQUITY<br />
for the year ended 31 December <strong>2001</strong><br />
Distributable<br />
Non-distributable reserves reserve<br />
Share Share Revaluation Retained<br />
capital premium reserve profit Total<br />
Note RM'000 RM'000 RM'000 RM'000 RM'000<br />
At 1 January 2000 57,860 266 2,276 112,192 172,594<br />
Profit for the year - - - 26,988 26,988<br />
Dividends 23 - - - (11,572) (11,572)<br />
At 31 December 2000 57,860 266 2,276 127,608 188,010<br />
Profit for the year - - - 22,929 22,929<br />
Dividends 23 - - - (11,572) (11,572)<br />
At 31 December <strong>2001</strong> 57,860 266 2,276 138,965 199,367<br />
The annexed notes form an integral part of these financial statements.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 33
C O N S O L I D ATED CASH FLOW STAT E M E N T<br />
for the year ended 31 December <strong>2001</strong><br />
<strong>2001</strong> 2000<br />
NOTE RM'000 RM'000<br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
Receipt from customers 503,545 499,214<br />
Payment to suppliers (275,722) (301,964)<br />
Payment for operating expenses (131,663) (155,279)<br />
Other receipts 6,276 1,814<br />
Cash generated from operations 102,436 43,785<br />
Interest paid (10,321) (8,601)<br />
Income tax paid (15,780) (14,516)<br />
Net cash generated from operating activities 76,335 20,668<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Acquisition of additional interest of a subsidiary company (3,600) -<br />
Acquisition of a subsidiary company net of cash acquired (a) - (11,944)<br />
Dividend received from an associated company - 3,750<br />
Purchase of property, plant and equipment (b) (22,343) (18,751)<br />
Proceeds from disposal of property, plant and equipment 951 616<br />
Proceeds from disposal of investment 150 150<br />
Proceeds from disposal of an associated company 728 4,196<br />
Interest received 2,366 1,870<br />
Net cash used in investing activities (21,748) (20,113)<br />
CASH FLOWS FROM FINANCING ACTIVITIES<br />
Repayment of bank borrowings (84,452) (51,531)<br />
Payment to hire purchase creditor (9) (2)<br />
Proceeds from term loan and bankers' acceptances 70,000 67,986<br />
Dividends paid (11,572) (23,144)<br />
Dividends paid to minority shareholders of a subsidiary company (3,359) (2,600)<br />
Associated company (advances)/repayments (1,388) 1,510<br />
Net cash used in financing activities (30,780) (7,781)<br />
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 23,807 (7,226)<br />
CASH AND CASH EQUIVALENTS BROUGHT FORWARD 29,845 37,071<br />
CASH AND CASH EQUIVALENTS CARRIED FORWARD (c) 53,652 29,845<br />
34 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
C O N S O L I D ATED CASH FLOW STAT E M E N T<br />
for the year ended 31 December <strong>2001</strong> (c o n t ’ d)<br />
NOTE<br />
2000<br />
RM'000<br />
(a)<br />
Analysis of the effects of subsidiary company acquired:-<br />
Property, plant and equipment 64,547<br />
Inventories 12,010<br />
Debtors 11,200<br />
Creditors (53,077)<br />
Bank borrowings (32,063)<br />
Cash and bank balances net of bank overdraft 398<br />
Net assets acquired 3,015<br />
Goodwill arising from acquisition of subsidiary 9,327<br />
Total purchase consideration discharged by cash 12,342<br />
Add : Cash and cash equivalents acquired (398)<br />
11,944<br />
(b)<br />
Included in purchase of pro p e rt y, plant and equipment during the year was RM22,343,000 (2000: RM18,751,000)<br />
fully paid for in cash and RM Nil (2000: RM45,000) was financed through hire purchase arrangement.<br />
(c)<br />
Cash and cash equivalents comprise the following:-<br />
<strong>2001</strong> 2000<br />
RM'000<br />
RM'000<br />
Cash and bank balances 10,943 13,570<br />
Deposits with licensed banks 49,113 22,212<br />
Bank overdrafts (Note 13) (6,404) (5,937)<br />
53,652 29,845<br />
The annexed notes form an integral part of these financial statements.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 35
CASH FLOW STAT E M E N T<br />
for the year ended 31 December <strong>2001</strong><br />
CASH FLOWS FROM OPERATING ACTIVITIES<br />
<strong>2001</strong> 2000<br />
NOTE RM'000 RM'000<br />
Receipt from customers 107,849 116,970<br />
Payment to suppliers (62,390) (72,664)<br />
Payment for operating expenses (34,679) (31,082)<br />
Other receipts 3,567 1,119<br />
Cash generated from operations 14,347 14,343<br />
Interest paid (3,430) (961)<br />
Income tax paid (3,379) (6,118)<br />
Net cash generated from operating activities 7,538 7,264<br />
CASH FLOWS FROM INVESTING ACTIVITIES<br />
Dividend received from subsidiary companies 24,906 23,985<br />
Dividend received from an associated company - 3,750<br />
Purchase of property, plant and equipment (a) (2,303) (2,846)<br />
Proceeds from disposal of property, plant and equipment 57 233<br />
Proceeds from disposal of investment 150 150<br />
Proceeds from disposal of an associated company 728 4,196<br />
Investment in subsidiary company (3,600) (12,342)<br />
Interest received 1,306 980<br />
Net cash generated from investing activities 21,244 18,106<br />
CASH FLOW FROM FINANCING ACTIVITIES<br />
Proceeds from term loan 70,000 50,000<br />
Dividends paid (11,572) (23,144)<br />
Associated company (advances)/repayments (1,326) 1,417<br />
Inter-company repayments 17,402 25,386<br />
Inter-company advances (86,598) (85,123)<br />
Net cash used in financing activities (12,094) (31,464)<br />
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 16,688 (6,094)<br />
CASH AND CASH EQUIVALENTS BROUGHT FORWARD 677 6,771<br />
CASH AND CASH EQUIVALENTS CARRIED FORWARD (b) 17,365 677<br />
NOTE<br />
(a)<br />
(b)<br />
Purchase of property, plant and equipment during the year was fully paid for in cash.<br />
Cash and cash equivalents comprise the following:-<br />
<strong>2001</strong> 2000<br />
RM'000<br />
RM'000<br />
Cash and bank balances 319 469<br />
Deposits with licensed banks 17,986 1,000<br />
Bank overdrafts (Note 13) (940) (792)<br />
17,365 677<br />
The annexed notes form an integral part of these financial statements.<br />
36 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong><br />
1. GENERAL<br />
The Company is a public company limited by shares and is domiciled in Malaysia.<br />
The registered office and principal place of business is located at Lot 10, Jalan Perusahaan 1, 68100 Batu Caves,<br />
Selangor Darul Ehsan.<br />
The principal activities of the Company are that of manufacture and distribution of tin cans and investment holding.<br />
The principal activities of the Group are that of manufacture and distribution of tin cans, 2-piece aluminium beverage<br />
cans, polyethelene terephalate products and corrugated fibreboard cartons, provisions of engineering services,<br />
letting of property and provision of share registration and management services.<br />
The financial statements are expressed in Ringgit Malaysia.<br />
The number of employees as at 31 December <strong>2001</strong> for the Group is 2,142 (2000 : 2,161) and for the Company is<br />
661 (2000 : 721) respectively.<br />
2. SIGNIFICANT ACCOUNTING POLICIES<br />
(a)<br />
Basis of Accounting<br />
The financial statements of the Group and of the Company are prepared under the historical cost convention<br />
modified to include the revaluation of certain assets and comply with applicable approved accounting<br />
standards issued by the Malaysian Accounting Standards Board ("MASB"). Certain properties of the Group<br />
and of the Company were revalued by the Directors in periods prior to 1998. As permitted by MASB Standard<br />
No. 15, Property, Plant and Equipment, these assets are stated at their previous revalued amount (subject to<br />
continuity in depreciation policy and the requirement to write an asset down to its recoverable amount) on the<br />
basis that the revaluation carried out then, was a one off isolated event and not intended to be the adoption of<br />
a revaluation policy in place of a cost policy.<br />
(b)<br />
Basis of Consolidation<br />
The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary<br />
companies. Subsidiary companies are those companies in which the Group has power to exercise control over<br />
the financial and operating policies so as to obtain benefits from their activities. All the subsidiary companies<br />
are consolidated using the acquisition method of accounting except those acquisitions of subsidiary companies<br />
which meet the criteria for merger accounting under MASB Standard No. 21, Business Combinations, are<br />
accounted under that method.<br />
(i) Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of<br />
during the year are included from the date of acquisition or up to the date of disposal. At the date of<br />
acquisition, the fair values of the subsidiary companies' net assets are determined and these values are<br />
reflected in the consolidated financial statements.<br />
The difference between the acquisition cost and the fair value of assets acquired is reflected as goodwill or<br />
reserve on consolidation as appropriate.<br />
Goodwill on consolidation is written off against reserve.<br />
(ii) Under the merger method of accounting, the results of the subsidiary companies are presented as if the<br />
companies had been combined through the current and previous financial years.<br />
All significant intra-group transactions are eliminated in the consolidated financial statements.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 37
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)<br />
(c)<br />
Associated Companies<br />
Associated company is a company in which the Company has a long term equity interest of between 20 and<br />
50 percent and where it exercises significant influence through Board representation.<br />
The Group equity-accounts for its share of post-acquisition results and reserves of associated companies based<br />
on the latest audited or management financial statements of the companies concerned.<br />
The Group's share of results and reserves of associated companies acquired or disposed is included in the<br />
consolidated financial statements from the date of acquisition and up to the date of disposal.<br />
(d)<br />
Depreciation of Property, Plant and Equipment<br />
All property, plant and equipment are stated at cost/deemed cost less accumulated depreciation.<br />
Freehold land and capital work-in-progress are not depreciated. Leasehold land is amortised to write off the<br />
value of leasehold land over the unexpired lease terms ranging from 23 to 89 years. All other property, plant<br />
and equipment are depreciated on a straight-line basis calculated to write off the assets over their estimated<br />
useful lives at the following annual rates:-<br />
%<br />
Buildings 2<br />
Plant, machinery and equipment 6 2/3 - 20<br />
Furniture, fittings and equipment 10 - 33 1/3<br />
Motor vehicles 20<br />
(e)<br />
(f)<br />
Investment<br />
Investment in subsidiary companies and other long term investment are stated at cost. They are written down<br />
only when the Directors are of the opinion that there is a permanent diminution in value.<br />
Inventories<br />
Inventories are stated at the lower of cost and net realisable value.<br />
Raw materials comprise the purchase price including duties and other attributable expenses and are determined<br />
using the first-in first-out basis. Work-in-progress and finished goods comprise the cost of materials, labour and<br />
appropriate production overheads and are based on standard cost, which approximates actual cost. In arriving<br />
at net realisable value, due allowance is made for all obsolete and slow moving items.<br />
(g)<br />
Debtors<br />
Debtors are recognised and carried at original invoiced amount less an allowance for any uncollectible amounts.<br />
Known bad debts are written off and specific provision is made for any debts considered to be doubtful of collection.<br />
(h)<br />
Transactions in Foreign Currencies<br />
Transactions in foreign currencies are recorded in Ringgit Malaysia at the exchange rates ruling at the time of<br />
the transaction. Foreign currency assets and liabilities are reported in Ringgit Malaysia at the exchange rates<br />
ruling at the balance sheet date. All gains or losses on foreign currency transactions are dealt with in the<br />
income statement.<br />
The average rates ruling at balance sheet date are as follows:-<br />
<strong>2001</strong> 2000<br />
RM<br />
RM<br />
One (1) United States Dollar 3.8000 3.8000<br />
One (1) Singapore Dollar 2.0535 2.1930<br />
One (1) Hong Kong Dollar 0.4874 0.4873<br />
One (1) Sterling Pound 5.5100 5.6635<br />
One (1) Swiss Franc 2.2690 2.3240<br />
One (1) Japanese Yen 0.0289 0.0332<br />
38 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
2. SIGNIFICANT ACCOUNTING POLICIES (cont’d)<br />
(i)<br />
Hire Purchase Transactions<br />
The cost of assets acquired under hire purchase agreements are included in property, plant and equipment.<br />
The depreciation policy on these assets is similar to that of the Company's other assets as set out in 2(d) above.<br />
Outstanding obligations due under the hire purchase agreements after deducting finance costs are included as<br />
liabilities in the financial statements. The finance costs of the hire purchase rentals are charged to the income<br />
statement over the period of the respective agreements.<br />
(j)<br />
Operating Leases<br />
Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are<br />
charged as expenses in the period in which they are incurred.<br />
(k)<br />
Provisions<br />
Provisions are recognised when the Group or the Company has present obligations as a result of a past event,<br />
and it is probable that an outflow of resources embodying economic benefits will be required to settle the<br />
obligations and a reliable estimate can be made of the amount of the obligations.<br />
(l)<br />
Retirement Benefits<br />
The Group has a defined retirement scheme and provision is made at contracted rates for benefits that would<br />
become payable on the retirement of eligible employees.<br />
(m) Deferred Taxation<br />
Deferred taxation is provided on timing differences using the liability method except where it can be<br />
demonstrated with reasonable probability that the tax deferrals will continue in the foreseeable future.<br />
Deferred tax benefits are recognised only if there is a reasonable expectation of realisation.<br />
(n)<br />
Revenue Recognition<br />
Revenue from sale of goods is recognised when the goods are delivered and accepted by customer.<br />
Rental income is recognised on the accrual basis unless collectibility is in doubt, in which case it is recognised<br />
on a receipt basis.<br />
Revenue from registration and management services are recognised when the services are rendered.<br />
Interest income from deposits is recognised on an accrual basis.<br />
Dividend income from subsidiary and associated companies are recognised as and when they are declared or<br />
proposed while dividends from other investments are recognised when received.<br />
(o)<br />
Cash and Cash Equivalents<br />
Cash comprises cash and bank balances and deposits with licensed banks. Cash equivalents are short-term,<br />
highly liquid investments that are readily convertible to known amounts of cash and which are subject to an<br />
insignificant risk of changes in value, against which bank overdraft balances, if any, are deducted.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 39
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
3. PROPERTY, PLANT AND EQUIPMENT<br />
GROUP<br />
Leasehold land and<br />
Freehold buildings Plant,<br />
land and Long Short machinery<br />
buildings term term and equipment<br />
NET BOOK VALUE RM'000 RM'000 RM'000 RM'000<br />
At 1 January 87,654 71,441 2,909 212,078<br />
Arising from acquisition<br />
of a subsidiary - - - -<br />
Additions 92 521 - 11,217<br />
Disposals - - - (111)<br />
Reclassification 4,133 - - 1,964<br />
Depreciation charge (913) (1,463) (89) (34,242)<br />
At 31 December 90,966 70,499 2,820 190,906<br />
At 31 December<br />
Cost 94,049 86,624 3,545 467,559<br />
Accumulated depreciation (3,083) (16,125) (725) (276,653)<br />
Net book value 90,966 70,499 2,820 190,906<br />
ANALYSIS OF COST<br />
At deemed cost (or valuation) in<br />
- 1990 740 40,930 1,100 -<br />
- 1996 - 23,705 - -<br />
At cost 93,309 21,989 2,445 467,559<br />
94,049 86,624 3,545 467,559<br />
The net book value of freehold land and buildings and leasehold land and buildings stated at deemed cost, had the<br />
properties been disclosed at historical cost less depreciation, would have been:-<br />
At 31 December <strong>2001</strong><br />
Freehold<br />
Leasehold land and<br />
buildings<br />
land and Long Short<br />
buildings term term<br />
RM'000 RM'000 RM'000<br />
Cost 323 40,726 729<br />
Accumulated depreciation - (8,751) (272)<br />
Net book value 323 31,975 457<br />
40 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
Furniture,<br />
fittings<br />
Capital<br />
and Motor work-in- Total<br />
equipment vehicles progress <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000 RM'000<br />
8,153 2,018 5,940 390,193 341,769<br />
- - - - 64,547<br />
1,454 584 8,475 22,343 18,796<br />
- - - (111) (340)<br />
- - (6,097) - -<br />
(2,174) (1,045) - (39,926) (34,579)<br />
7,433 1,557 8,318 372,499 390,193<br />
23,515 7,311 8,318 690,921 681,764<br />
(16,082) (5,754) - (318,422) (291,571)<br />
7,433 1,557 8,318 372,499 390,193<br />
- - - 42,770 42,770<br />
- - - 23,705 23,705<br />
23,515 7,311 8,318 624,446 615,289<br />
23,515 7,311 8,318 690,921 681,764<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 41
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
3. PROPERTY, PLANT AND EQUIPMENT<br />
COMPANY<br />
Leasehold land and<br />
Freehold buildings Plant,<br />
land and Long Short machinery<br />
buildings term term and equipment<br />
NET BOOK VALUE RM'000 RM'000 RM'000 RM'000<br />
At 1 January 22,662 17,199 2,048 12,683<br />
Additions - - - 1,245<br />
Transfer from<br />
subsidiary company - - - 7,534<br />
Disposal - - - -<br />
Depreciation charge (133) (311) (65) (4,693)<br />
At 31 December 22,529 16,888 1,983 16,769<br />
At 31 December<br />
Cost 23,437 20,289 2,445 65,840<br />
Accumulated depreciation (908) (3,401) (462) (49,071)<br />
Net book value 22,529 16,888 1,983 16,769<br />
ANALYSIS OF COST<br />
At deemed cost<br />
(or valuation) in<br />
- 1990 740 20,060 - -<br />
At cost 22,697 229 2,445 65,840<br />
23,437 20,289 2,445 65,840<br />
The net book value of freehold land and buildings and long term leasehold land and buildings stated at deemed<br />
cost, had the properties been disclosed at historical cost less depreciation, would have been:-<br />
Freehold<br />
land and<br />
buildings<br />
Leasehold<br />
land and<br />
buildings<br />
At 31 December <strong>2001</strong> RM'000 RM'000<br />
Cost 323 12,566<br />
Accumulated depreciation - (3,406)<br />
Net book value 323 9,160<br />
Long<br />
term<br />
42 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
Furniture,<br />
fittings<br />
Capital<br />
and Motor work-in- Total<br />
equipment vehicles progress <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000 RM'000<br />
3,178 788 257 58,815 61,544<br />
662 396 - 2,303 2,846<br />
- - - 7,534 -<br />
- - - - (61)<br />
(843) (524) - (6,569) (5,514)<br />
2,997 660 257 62,083 58,815<br />
9,077 3,633 257 124,978 115,497<br />
(6,080) (2,973) - (62,895) (56,682)<br />
2,997 660 257 62,083 58,815<br />
- - - 20,800 20,800<br />
9,077 3,633 257 104,178 94,697<br />
9,077 3,633 257 124,978 115,497<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 43
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
3. PROPERTY, PLANT AND EQUIPMENT (cont’d)<br />
Included in property, plant and equipment are assets acquired under hire purchase arrangements for the Group with<br />
a net book value of RM46,845 (2000 : RM52,148).<br />
The leasehold land and buildings of the Group and of the Company revalued in 1990 and 1996 on an open market<br />
value basis are now carried at deemed cost as permitted by MASB Standard No. 15, Property, Plant and Equipment.<br />
The tax effect in connection with the surplus arising from the revaluation of freehold land and buildings and leasehold<br />
land and buildings is not disclosed as there is no intention to dispose off these properties in the foreseeable future.<br />
4. INVESTMENTS IN SUBSIDIARY COMPANIES<br />
Company<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
Quoted shares, at cost 19,155 19,155<br />
Unquoted shares, at cost 65,688 62,088<br />
84,843 81,243<br />
Market value of quoted shares 57,044 43,441<br />
The amounts due from/(to) subsidiary companies are unsecured, non-interest bearing and have no fixed terms<br />
of repayment.<br />
The details of the subsidiary companies are set out in Note 29 to the financial statements.<br />
5. INVESTMENT IN ASSOCIATED COMPANY<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Unquoted shares, at cost 10,000 10,000 10,000 10,000<br />
Share of post acquisition reserves (a) 10,167 6,772 - -<br />
(b) 20,167 16,772 10,000 10,000<br />
(a)<br />
Share of post-acquisition reserves<br />
As at 1 January 6,772 6,264 - -<br />
Share of profit after tax 3,395 2,726 - -<br />
10,167 8,990<br />
Less: Eliminated upon disposal of<br />
investment - (2,218) - -<br />
As at 31 December 10,167 6,772 - -<br />
44 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
5. INVESTMENT IN ASSOCIATED COMPANY (cont’d)<br />
Group<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
(b)<br />
Group's interest in associated company:<br />
Group's share of net tangible assets (NTA) 20,167 16,772<br />
The amount due from associated company is trade related, unsecured, non-interest bearing and has no fixed<br />
term of repayment.<br />
The details of the associated company are set out in Note 29 to the financial statements.<br />
6. INVESTMENT<br />
Group/Company<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
Debentures at cost (unquoted) 450 600<br />
7. GOODWILL ON CONSOLIDATION<br />
Group<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
At 1 January - -<br />
Arising from acquisition of a subsidiary company - 9,327<br />
Written off against<br />
- Reserve on consolidation (Note 15) - (4,814)<br />
- Revaluation reserve (Note 15) - (4,513)<br />
- -<br />
8. INVENTORIES<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Raw materials<br />
- at cost 67,447 65,055 8,892 16,231<br />
- at net realisable value 86 12,125 - -<br />
Work-in-progress<br />
- at cost 7,562 9,942 5,053 6,682<br />
- at net realisable value 1,592 1,485 74 -<br />
Finished goods<br />
- at cost 22,282 21,854 5,893 5,947<br />
- at net realisable value 1,127 4,643 - -<br />
Spare parts and consumables<br />
- at cost 6,513 6,049 - -<br />
Goods in transit<br />
- at cost 3,519 2,073 - -<br />
110,128 123,226 19,912 28,860<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 45
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
9. TRADE DEBTORS<br />
Group<br />
Company<br />
2000 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Trade debtors 130,260 140,234 20,346 21,731<br />
Provision for doubtful debts (215) (550) (103) -<br />
130,045 139,684 20,243 21,731<br />
10. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Other debtors 22,823 12,405 10,212 6,786<br />
Provision for doubtful debts (136) (137) - -<br />
22,687 12,268 10,212 6,786<br />
Deposits and prepayments 2,171 2,499 469 366<br />
Dividends receivable 1,900 900 26,016 25,016<br />
26,758 15,667 36,697 32,168<br />
Included in other debtors is an amount recoverable from Inland Revenue Board for the Group of RM19,153,000<br />
(2000: RM8,362,000) and for the Company of RM9,528,000 (2000: RM5,187,000).<br />
11. OTHER CREDITORS AND ACCRUALS<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Other creditors 9,513 7,751 1,567 1,571<br />
Accrued expenses 13,296 15,034 1,503 2,026<br />
Provision (Note a) 5,360 6,178 3,163 3,400<br />
Amounts due to minority shareholders<br />
of subsidiary company - 2,718 - -<br />
28,169 31,681 6,233 6,997<br />
Note<br />
(a)<br />
Group<br />
Retirement Solid waste<br />
benefit disposal <strong>2001</strong><br />
RM'000 RM'000 RM'000<br />
At 1 January <strong>2001</strong> 5,808 370 6,178<br />
Utilised during the year (1,389) (391) (1,780)<br />
Under provision in previous year 30 183 213<br />
Current year's provision 231 518 749<br />
At 31 December <strong>2001</strong> 4,680 680 5,360<br />
46 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
11. OTHER CREDITORS AND ACCRUALS (cont’d)<br />
Note<br />
(a) Company Retirement<br />
benefit<br />
RM'000<br />
At 1 January <strong>2001</strong> 3,400<br />
Utilised during the year (365)<br />
Underprovision in previous year 92<br />
Current year's provison 36<br />
At 31 December <strong>2001</strong> 3,163<br />
(b)<br />
Retirement Benefit<br />
The Group has a defined retirement scheme and provision is made at contracted rates for benefits that would<br />
become payable on retirement of eligible employees.<br />
(c)<br />
Solid Waste Disposal<br />
The Group has to dispose off solid waste in accordance with environmental requirements. A provision has been<br />
made for estimated solid waste based on service provider's price quotation.<br />
12. HIRE PURCHASE CREDITOR<br />
Group<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
Amount repayable: 35 44<br />
Amount payable more than 12 months (26) (35)<br />
Amount payable within 12 months 9 9<br />
The commitment terms of more than one year under hire purchase agreement are summarised as follows:-<br />
Gross amounts payable within:<br />
Group<br />
<strong>2001</strong> 2000<br />
RM'000<br />
RM'000<br />
1 year after balance sheet date 12 12<br />
More than 1 year but not later than 2 years 12 12<br />
More than 2 years but not later than 5 years 21 33<br />
45 57<br />
Less : Unexpired interest (10) (13)<br />
35 44<br />
Less : Portion payable within 12 months (9) (9)<br />
26 35<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 47
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
13. BANK BORROWINGS (UNSECURED)<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Bank borrowings:<br />
- Bankers' acceptances 16,029 20,837 - -<br />
- Bank overdrafts 6,404 5,937 940 792<br />
- Term loans<br />
- current portion (Note 16) - 9,135 - -<br />
22,433 35,909 940 792<br />
The bank overdrafts of the Group are secured by a negative pledge on the assets of certain subsidiary companies.<br />
The bank overdrafts bear interests at 6.90% to 7.30% (2000 : 7.05% to 10.05%) per annum. Bankers' acceptances<br />
bear interests at rates between 2.90% to 3.00% (2000 : 2.85% to 3.50%) per annum.<br />
14. SHARE CAPITAL<br />
Number of<br />
ordinary shares<br />
of RM0.50 each<br />
Group/Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Authorised:<br />
Ordinary shares of RM0.50 each 200,100,000 200,100,000 100,000 100,000<br />
Issued and fully paid:<br />
Ordinary shares of RM0.50 each 115,720,117 115,720,117 57,860 57,860<br />
15. RESERVES<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
Note RM'000 RM'000 RM'000 RM'000<br />
Non-distributable reserves:<br />
Reserves arising from revaluation of:<br />
Land and buildings 7,844 12,357 2,276 2,276<br />
Goodwill written-off 7 - (4,513) - -<br />
7,844 7,844 2,276 2,276<br />
Capital reserve (Note a) 4,480 4,480 - -<br />
Reserve on consolidation 6,466 4,814 - -<br />
Goodwill written-off 7 - (4,814) - -<br />
6,466 - - -<br />
Distributable reserve:<br />
Retained profit (Note b) 410,937 392,326 138,965 127,608<br />
At 31 December 429,727 404,650 141,241 129,884<br />
48 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
15. RESERVES (cont’d)<br />
Note<br />
(a)<br />
The capital reserve arose as a result of capitalisation of retained profit and revaluation reserve for bonus issue<br />
by a subsidiary company, Box-Pak (Malaysia) Berhad, in 1996.<br />
(b)<br />
Retained Profit<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
At 1 January 392,326 379,929 127,608 112,192<br />
Retained profit for the year 18,611 12,397 11,357 15,416<br />
At 31 December 410,937 392,326 138,965 127,608<br />
Based on estimated tax credits and tax exempt income available, approximately RM61,264,000<br />
(2000: RM51,540,000) of the retained profit of the Company is available for distribution by way of dividends<br />
without incurring additional tax liability. Any distribution in excess of this amount will attract tax charge at the<br />
prevailing statutory tax rate, subject to agreement by the Inland Revenue Board.<br />
16. TERM LOANS (UNSECURED)<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Term loan I at 0.5% above the bank's base<br />
lending rate repayable by sixty monthly<br />
instalments commencing<br />
1 March <strong>2001</strong> - 8,330 - -<br />
Term loan II at 0.5% above the bank's base<br />
lending rate repayable by sixty monthly<br />
instalments commencing 1 July <strong>2001</strong> - 71,314 - -<br />
Term loan III at 6.30% repayable<br />
by bullet repayment on<br />
20 September 2003 50,000 50,000 50,000 50,000<br />
Term loan IV at 5.00% repayable<br />
by bullet repayment on<br />
12 December 2004 40,000 - 40,000 -<br />
Term loan V at 5.50% repayable<br />
by bullet repayment on<br />
12 December 2005 30,000 - 30,000 -<br />
120,000 129,644 120,000 50,000<br />
Less : Amounts repayable within 12 months<br />
- current portion (Note 13) - (9,135) - -<br />
120,000 120,509 120,000 50,000<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 49
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
16. TERM LOANS (UNSECURED) (cont’d)<br />
The commitment terms of more than one year under term loan agreements are summarised as follows:-<br />
Amounts payable within:<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
1 year after balance sheet date - 9,135 - -<br />
More than 1 year but not later than 2 years 50,000 16,267 50,000 -<br />
More than 2 years but not later than 5 years 70,000 104,242 70,000 50,000<br />
120,000 129,644 120,000 50,000<br />
The term loans are secured by a negative pledge on the assets of the Company.<br />
The term loans bear interest at 5.00% to 7.30% (2000 : 6.30% to 7.30%) per annum.<br />
17. DEFERRED TAXATION<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
At 1 January 4,897 6,976 913 2,509<br />
Transfer from/(to) income<br />
statement (Note 21) 2,831 (2,079) 892 (1,596)<br />
At 31 December 7,728 4,897 1,805 913<br />
18. REVENUE<br />
Revenue of the Group represents the invoiced value of industrial and mechanical engineering services rendered and<br />
goods sold less trade discounts and returns.<br />
Revenue of the Company re p resents the invoiced value of goods sold less trade discounts and re t u rns and<br />
dividend income.<br />
An analysis of revenue is disclosed in Note 28 to the financial statements.<br />
50 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
19. PROFIT FROM OPERATIONS<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
This is arrived at after charging:-<br />
Directors' emolument<br />
payable to directors of<br />
- holding company 3,142 2,869 1,171 1,122<br />
- subsidiary companies who are not directors<br />
of the holding company 741 833 - -<br />
Directors' fees payable to directors of<br />
- holding company 272 247 205 185<br />
- subsidiary companies who are not directors<br />
of the holding company 55 55 - -<br />
Directors' benefits in kind payable to directors<br />
of subsidiary companies who are<br />
not directors of the holding company - 9 - -<br />
Auditors' remuneration<br />
- audit fee 153 147 38 38<br />
- non audit fee 2 32 - 30<br />
- underprovision in prior year's audit fee 4 13 - 6<br />
Rental on<br />
- buildings 448 470 34 49<br />
- machinery 734 882 273 298<br />
Provision for doubtful debts 103 627 103 -<br />
Provision for retirement benefits (Note (a)) 261 5,875 128 3,457<br />
Inventories written down 988 2,052 513 194<br />
Bad debts written off 318 193 90 192<br />
Foreign exchange loss<br />
- realised 178 47 -<br />
- unrealised 56 - - -<br />
Provision for sludge disposal 701 1,190 - -<br />
Property, plant and equipment written off 55 - - -<br />
and crediting :-<br />
Gain on disposal of property,<br />
plant and equipment 895 276 57 172<br />
Gain on disposal of investment in an<br />
associated company 728 843 728 3,061<br />
Dividend income<br />
- from quoted subsidiary company - - 4,388 4,388<br />
- from unquoted subsidiary companies - - 21,146 21,146<br />
- from associated company - - 1,000 -<br />
Interest income 2,366 1,841 1,306 980<br />
Rental receivable 2,266 2,267 796 807<br />
Inventories written back 1,202 - 194 -<br />
Recovery of bad debt written off 833 92 - -<br />
Realised exchange gain 210 293 163 152<br />
Note (a)<br />
Included in provision for retirement benefits is amount payable to Directors of RM Nil (2000 : RM4,884,000) for<br />
the Group and RM Nil (2000 : RM3,071,000) for the Company.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 51
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
20. FINANCE COSTS<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Interest on:-<br />
- term loans 8,804 7,238 3,350 880<br />
- bank overdrafts 497 429 32 81<br />
- bankers' acceptances and trust receipts 1,017 916 48 -<br />
- others 3 59 - -<br />
10,321 8,642 3,430 961<br />
21. TAXATION<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Taxation based on results for the year:<br />
Malaysian taxation<br />
- current year 9,246 12,970 356 1,525<br />
- deferred taxation (Note 17) 2,831 (2,079) 892 (1,596)<br />
12,077 10,891 1,248 (71)<br />
Share of taxation of associated company 1,293 915 - -<br />
13,370 11,806 1,248 (71)<br />
Overprovision in prior years (3,018) (781) (689) -<br />
10,352 11,025 559 (71)<br />
The effective tax rate of the Group is lower than the statutory tax rate mainly due to certain tax incentive being<br />
claimed for tax purposes and utilisation of unabsorbed capital allowances by certain subsidiary companies. Tax<br />
saving arising from such utilisation amounted to approximately RM3,192,000.<br />
The effective tax rate of the Company is lower than the statutory tax rate mainly due to certain dividend income<br />
being tax exempt and certain tax incentive being claimed.<br />
As at 31 December <strong>2001</strong>, unutilised reinvestment allowances, unabsorbed capital allowances and unutilised tax<br />
losses of the Group amounted to approximately RM21,729,000 (2000: RM4,933,000), RM58,647,000<br />
(2000: RM12,446,000) and RM23,255,000 (2000: RM17,604,000) respectively, which are available for set-off<br />
against future taxable income subject to agreement of the Inland Revenue Board.<br />
22. EARNINGS PER SHARE<br />
(a)<br />
(b)<br />
The basic earnings per share is calculated by dividing the Group's profit after taxation and minority interest<br />
of RM30,183,000 (2000: RM23,969,000) by the weighted average number of ordinary shares in issue during<br />
the year of 115,720,117 (2000: 115,720,117).<br />
The fully diluted earnings per ordinary share for the financial year ended 31 December <strong>2001</strong> is not disclosed<br />
as the effect arising from the possible exercise of warrants is anti-dilutive.<br />
As at 31 December <strong>2001</strong>, the Company has 15,379,029 (2000: 15,379,029) warrants which<br />
remained unexercised. The warrants shall expire on 22 May 2002.<br />
52 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
23. DIVIDENDS PER SHARE<br />
Group/Company<br />
<strong>2001</strong> 2000<br />
RM'000 RM'000<br />
Interim dividend of 10%, tax exempt 5,786 5,786<br />
Proposed dividend:-<br />
- final dividend of 10%, tax exempt 5,786 5,786<br />
11,572 11,572<br />
The dividend per share is calculated by dividing the dividends declared for the year of RM11,572,000<br />
(2000: RM11,572,000) by the number of ord i n a ry shares in issue at year end of 115,720,117<br />
(2000: 115,720,117).<br />
24. SIGNIFICANT RELATED PARTY TRANSACTIONS<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Sales to subsidiary companies - - (33,906) (37,585)<br />
Sales to associated company 352 157 - -<br />
Rental receivable from subsidiary companies - - (780) (792)<br />
Rental receivable from associate company 2,191 2,191 - -<br />
Interest income receivable<br />
rom subsidiary company - - (200) -<br />
Management fees receivable<br />
from associated company (1,589) (1,330)<br />
Purchases from subsidiary companies - - 6,260 9,619<br />
Purchases from associated company 202 434 - -<br />
Rental payable to subsidiary company - - 12 12<br />
Purchase of property, plant and equipment from<br />
subsidiary company - - 7,534 -<br />
Apart from the above, the Group also entered into the following related party transactions:-<br />
Group<br />
(i) Nature of transaction Identity of related party <strong>2001</strong> 2000<br />
RM'000<br />
RM'000<br />
Sales of trading inventories Carlsberg Brewery Malaysia 21,504 28,212<br />
by a subsidiary company Berhad ("Carlsberg")<br />
The party is deemed related to the Group by virtue of common directorship held by Y.A.M. Tunku Naquiyuddin<br />
Ibni Tunku Ja'afar in Carlsberg and the Company.<br />
Group<br />
(ii) Nature of transaction Identity of related party <strong>2001</strong> 2000<br />
RM'000<br />
RM'000<br />
Sales of trading inventories Hercules Sdn. Bhd. 453 52<br />
by a subsidiary company ("Hercules")<br />
The party is deemed related to the Group by virtue of common directorship held by See Leong Chye @<br />
Sze Leong Chye in Hercules and a subsidiary company.<br />
The above transactions were entered into in the normal course of business on terms that the Directors consider<br />
comparable to those had the transactions been entered into with third parties.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 53
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
25. COMMITMENTS<br />
(a)<br />
Capital Commitments<br />
Capital expenditure not provided for in the financial statements is as follows:-<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
Capital expenditure approved<br />
and contracted for 8,442 4,914 3,300 270<br />
Capital expenditure approved<br />
but not contracted for 6,300 - 6,300 -<br />
(b)<br />
Operating Lease Commitments<br />
The future minimum lease payments of the Group and of the Company under non-cancellable operating leases<br />
are summarised as follows:-<br />
Group<br />
Company<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000<br />
1 year after balance sheet date 504 853 113 203<br />
More than 1 year but not<br />
later than five years 155 140 22 108<br />
26. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR<br />
(a)<br />
(b)<br />
On 1 July <strong>2001</strong>, the Company completed its acquisition of the remaining issued and paid up share capital of<br />
KJM Aluminium <strong>Can</strong> Sdn. Bhd. comprising 24,000,000 ordinary shares of RM1.00 each from Mitsubishi<br />
Corporation and Mitsubishi Materials Corporation for a cash consideration of RM3.6 million. As a result of<br />
the acquisition, KJM Alumium <strong>Can</strong> Sdn. Bhd. became a wholly-owned subsidiary of the Company.<br />
On 13 August <strong>2001</strong>, Arab-Malaysian Merchant Bank Berhad, on behalf of the Board of Directors of the<br />
Company, had announced that the Company proposed to establish an employee share option scheme of up<br />
to ten per cent (10%) of the Company's issued and paid-up share capital ("Proposed ESOS"). Subsequently,<br />
the Securities Commission had vide its letter dated 12 September <strong>2001</strong> approved the Proposed ESOS.<br />
Under the Proposed ESOS, eligible employees (including Executive Directors) of the Company and its<br />
subsidiary companies, but exclude Box-Pak (Malaysia) Berhad will be offered the options to subscribe for new<br />
ordinary shares of RM0.50 each in the Company. All shares issued pursuant to the exercise of option shall<br />
rank pari passu in all aspects with all existing issued shares.<br />
The shareholders have approved the Proposed ESOS at an Extraord i n a ry General Meeting held on<br />
31 January 2002.<br />
27. SIGNIFICANT EVENT SUBSEQUENT TO BALANCE SHEET DATE<br />
On 1 February 2002, the Company announced the establishment of a wholly-owned subsidiary company, <strong>Kian</strong> <strong>Joo</strong><br />
<strong>Can</strong> (Vietnam) Co. Ltd. ("KJCV") in Vietnam. The Ministry of Planning and Investment in Vietnam has issued a license<br />
to KJCV to manufacture metal packaging products for food and beverages industries.<br />
54 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
28. SEGMENTAL REPORTING<br />
Profit/(loss)<br />
Total<br />
Revenue before taxation assets employed<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000<br />
Manufacturing<br />
- general cans 228,963 224,908 9,316 6,607 353,728 335,921<br />
- aluminium cans 190,348 197,372 15,196 16,492 240,825 267,266<br />
Corrugated cartons 51,380 50,593 11,505 7,094 82,775 78,151<br />
Polyethelene terephalate products 23,207 20,382 1,118 (848) 21,866 21,645<br />
Property 120 120 76 82 886 900<br />
Others 10 3 8 (34) 2,907 2,932<br />
494,028 493,378 37,219 29,393 702,987 706,815<br />
Associated company<br />
- polyethelene terephalate products - - 4,688 3,641 20,167 16,772<br />
494,028 493,378 41,907 33,034 723,154 723,587<br />
Segmental reporting by geographical location is not applicable as the Group operates principally in the country.<br />
The transactions were entered into in the normal course of business on terms that the Directors consider comparable<br />
to those had the transactions been entered into with third parties.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 55
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
29. SUBSIDIARY AND ASSOCIATED COMPANIES<br />
Details of the Company's subsidiary and associated companies are listed below:-<br />
Country of Nature of<br />
Company Incorporation Business Equity Interest Held<br />
<strong>2001</strong> 2000<br />
% %<br />
Metal-Pak (Malaysia) Malaysia <strong>Can</strong> manufacturer 100 100<br />
Sdn. Bhd.<br />
Box-Pak (Malaysia) Malaysia Corrugated fibre 54.85 54.85<br />
Berhad<br />
board carton manufacturer<br />
<strong>Can</strong>co Engineering & Malaysia Industrial and 100 100<br />
Machinery Sdn. Bhd.<br />
mechanical<br />
engineering services<br />
Indastri <strong>Kian</strong> <strong>Joo</strong> Malaysia Letting out of 100 100<br />
Sdn. Bhd.<br />
factory building<br />
Great Asia Tin <strong>Can</strong>s Malaysia <strong>Can</strong> manufacturer 100 100<br />
Factory Co. Sdn. Bhd.<br />
Bintang Seribu Sdn. Bhd. Malaysia Tinplate cutting 100 100<br />
operations<br />
Multi-Pet Sdn. Bhd. Malaysia Polyethelene 100 100<br />
terephalate<br />
products manufacturer<br />
<strong>Kian</strong> <strong>Joo</strong> Packaging Malaysia 2-piece aluminium 100 100<br />
Sdn. Bhd.<br />
beverage can manufacturer<br />
KJ <strong>Can</strong> (Selangor) Malaysia <strong>Can</strong> manufacturer 100 100<br />
Sdn. Bhd.<br />
Federal Metal Printing Malaysia Metal printing 100 100<br />
Factory Sdn. Bhd.<br />
and can manufacturer<br />
KJM Aluminium <strong>Can</strong> Malaysia 2-piece aluminium 100 60<br />
Sdn. Bhd.<br />
retortable can manufacturer<br />
KJ <strong>Can</strong> (Johore) Malaysia <strong>Can</strong> manufacturer 100 100<br />
Sdn. Bhd.<br />
<strong>Kian</strong> <strong>Joo</strong> Services Malaysia Share registration and 100 100<br />
Sdn. Bhd.<br />
management services<br />
<strong>Kian</strong> <strong>Joo</strong>-Visypak Malaysia Polyethelene 50 50<br />
Sdn. Bhd.<br />
terephalate products<br />
manufacturer<br />
56 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
NOTES TO THE FINANCIAL STAT E M E N T S<br />
31 December <strong>2001</strong> ( c o n t ’ d )<br />
30. COMPARATIVE FIGURES<br />
The following comparative figures of the financial statements and notes thereto have been restated to conform with<br />
current year's presentation.<br />
Group<br />
As previously<br />
Company<br />
As previously<br />
As restated reported As restated reported<br />
RM'000 RM'000 RM'000 RM'000<br />
BALANCE SHEET<br />
Property, plant and equipment<br />
- Furniture, fittings and equipment 8,153 11,760 - -<br />
- Capital work-in-progress 5,940 2,333 - -<br />
Trade debtors 139,684 139,803 - -<br />
Other debtors, deposits<br />
and prepayments 15,667 15,548 - -<br />
Trade creditors 19,444 20,297 7,119 7,623<br />
Other creditors and<br />
accruals 31,681 30,828 6,997 6,493<br />
INCOME STATEMENT<br />
Revenue 493,378 494,536 140,295 115,919<br />
Raw materials consumables used (297,290) (298,394) (77,969) (79,127)<br />
Changes in inventories of<br />
finished goods and work-in-progress 1,936 3,669 659 853<br />
Other operating expenses (70,054) (71,841) (14,791) (14,985)<br />
Other operating income - - 6,838 32,372<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 57
LIST OF PROPERT I E S<br />
as at 31 December <strong>2001</strong><br />
Age of NBV as at 31.12.<strong>2001</strong><br />
Area Expiry Buildings Land Building<br />
Location Description (sq.m) Tenure Date (Years) (RM'000) (RM'000)<br />
Lot PT 2<br />
Jalan Perusahaan 4<br />
Factory<br />
Batu Caves Building 11,713 Leasehold 05.09.2074 21 3,192 2,744<br />
Lot No 28833 To 28836 Factory<br />
Batu Caves, Selangor Building 9,919 Freehold - 07 2,801 1,504<br />
Lot No 28829 To 28832 Factory<br />
Batu Caves, Selangor Building 16,895 Freehold - 06 4,771 4,265<br />
Lot 6 Jalan Perusahaan 1 Factory<br />
Batu Caves, Selangor Building 8,514 Leasehold 05.09.2074 13 2,273 3,328<br />
Lot 8 Jalan Perusahaan 1 Factory<br />
Batu Caves, Selangor Building 8,452 Leasehold 05.09.2074 25 2,290 1,810<br />
Lot 10 Jalan Perusahaan 1 Factory<br />
Batu Caves, Selangor Building 9,919 Leasehold 05.09.2074 25 2,628 3,010<br />
Lot PT 765, Mukim of<br />
Kuala Lumpur,<br />
Land for<br />
Wilayah Persekutuan Development 1,963 Freehold - - 740 -<br />
Lot No 3846, Chembong, Land for<br />
Rembau, Negeri Sembilan Development 4,249 Leasehold 27.06.2049 - 195 -<br />
Plo 456, Pasir Gudang Land for<br />
Ind Estate, Johor Development 12,140 Leasehold 04.09.2021 - 730 -<br />
Lot 123, Phase 3,<br />
Arab-Malaysian Ind Park Land for<br />
Nilai, Negeri Sembilan Development 12,553 Freehold - - 2,254 -<br />
Lot 146<br />
Arab-Malaysian Ind Park Land for<br />
Nilai, Negeri Sembilan Development 9,007 Freehold - - 1,803 -<br />
Lot 147<br />
Arab-Malaysian Ind Park Land for<br />
Nilai, Negeri Sembilan Development 9,007 Freehold - - 1,925 -<br />
Lot 107<br />
Arab-Malaysian Ind Park Land for<br />
Nilai, Negeri Sembilan Development 11,785 Freehold - - 2,465 -<br />
Lot 22 & 24, Sec 16<br />
Town of Shah Alam<br />
Factory<br />
Selangor Building 3,902 Leasehold 31.10.2070 29 996 620<br />
58 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
LIST OF PROPERT I E S<br />
as at 31 December <strong>2001</strong> ( c o n t ’ d )<br />
Age of NBV as at 31.12.<strong>2001</strong><br />
Area Expiry Buildings Land Building<br />
Location Description (sq.m) Tenure Date (Years) (RM'000) (RM'000)<br />
Lot 21, Sec 16<br />
Town of Shah Alam<br />
Factory<br />
Selangor Building 1,951 Leasehold 31.10.2070 17 505 305<br />
PT No 14350<br />
Mukim of Damansara<br />
Factory<br />
Shah Alam, Selangor Building 19,777 Freehold - 03 4,258 9,496<br />
Lot 10, Lorong 2A<br />
Cheras Jaya Ind Estate<br />
Factory<br />
Balakong, Selangor Building 6,028 Leasehold 14.05.2088 24 814 1,050<br />
Lot 135 Jalan Kawat 15/18<br />
Tapak Perusahaan<br />
Shah Alam, Town of<br />
Factory<br />
Shah Alam, Selangor Building 11,427 Leasehold 12.06.2073 25 2,188 2,410<br />
Lot 3, Jalan Kawat 15/18<br />
Tapak Perusahaan<br />
Shah Alam, Town of<br />
Factory<br />
Shah Alam, Selangor Building 12,140 Leasehold 16.07.2074 10 2,326 3,596<br />
Lot 18 Jalan Pengapit 15/19 Factory<br />
Shah Alam, Selangor Building 7,641 Leasehold 04.11.2080 10 1,505 1,908<br />
Lot 4 Jalan Perusahaan 2 Factory<br />
Batu Caves, Selangor Building 18,848 Leasehold 05.09.2074 09 6,543 8,227<br />
Lot 7 Jalan Perusahaan 2 Factory<br />
Batu Caves, Selangor Building 12,840 Leasehold 05.09.2074 17 4,443 3,939<br />
2736 & 2737<br />
Mukim of Ulu Kinta<br />
Factory<br />
District of Kinta, Perak Building 5,344 Leasehold 13.07.2036 23 251 586<br />
733 Jalan Tampoi Factory<br />
81200 Johor Bahru Building 16,709 Freehold - 33 8,000 8,023<br />
23 Jalan Dewani, Lorong 1<br />
Johor Baru Shophouse 180 Freehold - 21 - 535<br />
Lot 104, 105 & 106<br />
Arab-Malaysian Ind Park Factory<br />
Nilai, Negeri Sembilan Building 39,603 Freehold - 04 8,575 18,826<br />
HS (D) 80122 PT No 5141<br />
Mukim Damansara<br />
Factory<br />
Daerah Petaling Building 31,142 Freehold - 09 10,727 8,909<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 59
A N A LYSIS OF SHAREHOLDINGS<br />
as at 23 April 2002<br />
Authorised Share Capital : RM100,000,000<br />
Issued & Fully Paid-Up Capital : RM57,860,058.50 sen<br />
Class Of Shares : Ordinary share of RM0.50 each<br />
Voting Rights : One vote per ordinary share<br />
Number of Shareholders : 3,567<br />
DISTRIBUTION OF SHAREHOLDINGS<br />
Size of No of % of<br />
Shareholdings Holders Holders No of Shares % of Shares<br />
Less than 1,000 125 3.50 56,166 0.05<br />
1,000-10,000 2,993 83.91 8,007,038 6.92<br />
10,001-100,000 364 10.20 11,144,418 9.63<br />
100,001- to less than 5% of issues shares 83 2.33 38,879,219 33.60<br />
5% and above of issued shares 2 0.06 57,633,276 49.80<br />
3,567 100.00 115,720,117 100.00<br />
THIRTY LARGEST SHAREHOLDERS AS AT 23 APRIL 2002<br />
Name No of Shares % of Shares<br />
1 <strong>Kian</strong> <strong>Joo</strong> Holdings Sdn Bhd - In Liquidation 42,741,276 36.94<br />
2 Employees Provident Fund Board 14,892,000 12.87<br />
3 Malaysia National Insurance Berhad 3,852,000 3.33<br />
4 Malaysia Assurance Alliance Berhad 2,499,000 2.16<br />
5 Permodalan Nasional Berhad 1,920,000 1.66<br />
6 Lembaga Tabung Haji 1,873,000 1.62<br />
7 Malaysia Nominees (Tempatan) Sdn Bhd 1,866,000 1.61<br />
Amanah SSCM Asset Management Bhd for Amanah Smallcap Fund Bhd<br />
8 Amanah Raya Nominees (Tempatan) Sdn Bhd 1,506,000 1.30<br />
Amanah Saham Wawasan 2020<br />
9 Perbadanan Nasional Berhad 1,160,000 1.00<br />
10 Amanah Raya Nominees (Tempatan) Sdn Bhd 1,143,000 0.99<br />
Amanah Saham Malaysia<br />
11 Universal Trustee (Malaysia) Bhd 1,000,000 0.86<br />
SBB Premium Capital Fund<br />
12 Universal Trustee (Malaysia) Bhd 975,000 0.84<br />
Mayban Balanced Trust Fund<br />
13 Lembaga Tabung Angkatan Tentera 850,000 0.73<br />
14 HSBC Nominees (Tempatan) Sdn Bhd 809,500 0.70<br />
Pledged Secs Account for H.N.Holdings Sdn Bhd<br />
15 See Leong Chye @ Sze Leong Chye 726,593 0.63<br />
16 Universal Trustee (Malaysia) Berhad 700,000 0.60<br />
Mayban Unit Trust Fund<br />
17 BBMB Securities Nominees (Tempatan) Sdn Bhd 618,000 0.53<br />
Petroliam Nasional Berhad<br />
18 Mayban Nominees (Tempatan) Sdn Bhd 583,000 0.50<br />
Mayban Trustees Berhad for MBF Balanced Fund<br />
19 Tan Ching Ching 548,000 0.47<br />
20 John Hancock Life Insurance (Malaysia) Berhad 500,000 0.43<br />
21 Yong Har Chye 500,000 0.43<br />
22 CIMSEC Nominees (Tempatan) Sdn Bhd 500,000 0.43<br />
Carlsberg Brewery Malaysia Berhad<br />
23 Bidor Tahan Estates Sdn Bhd 500,000 0.43<br />
24 Raja Ashman Shah Bin Raja Azlan Shah 498,755 0.43<br />
60 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong><br />
KIAN JOO CAN FACTORY BERHAD (3186-P)
A N A LYSIS OF SHAREHOLDINGS<br />
as at 23 April 2002 ( c o n t ’ d )<br />
THIRTY LARGEST SHAREHOLDERS AS AT 23 APRIL 2002 (cont’d)<br />
Name No of Shares % of Shares<br />
25 HSBC Nominees (Tempatan) Sdn Bhd 493,000 0.43<br />
For OSK - UOB Equity Trust (3175)<br />
26 HSBC Nominees (Tempatan) Sdn Bhd 468,000 0.40<br />
For OSK - UOB Small Cap Opportunity Unit Trust<br />
27 Kurnia Insurans (Malaysia) Bhd 456,000 0.39<br />
28 Arab-Malaysia Nominees (Tempatan) Sdn Bhd 435,000 0.38<br />
For Pacific Pearl Fund<br />
29 Alliancegroup Nominees (Tempatan) Sdn Bhd 414,000 0.36<br />
PHEIM Asset Management for EPF Board<br />
30 Koperasi Permodalan FELDA Berhad 413,000 0.36<br />
SUBSTANTIAL SHAREHOLDERS AS AT 23 APRIL 2002<br />
Direct Interest<br />
Indirect Interest<br />
Name No. of Shares % No. of Shares % No. of Warrants* No. of Option**<br />
1 <strong>Kian</strong> <strong>Joo</strong> Holdings Sdn Bhd 42,741,276 36.94 835<br />
- In Liquidation<br />
2 Employees Provident Fund Board 15,699,000 13.57 -<br />
3 Dato' See Teow Chuan 274,309 0.24 43,076,746 37.22 38,064 400,000<br />
4 Dato' Anthony See Teow Guan 275,470 0.24 42,905,040 37.08 58,588 400,000<br />
5 Mr See Teow Koon 15,744 0.01 42,856,746 37.03 16,188 400,000<br />
6 Mr See Tiau Kee - - 42,767,276 36.95 835 400,000<br />
DIRECTORS' SHAREHOLDINGS AS AT 23 APRIL 2002<br />
Direct Interest Indirect Interest<br />
Name of Director No. of Shares % No. of Shares % No. of Warrants* No. of Option**<br />
1 YAM Tunku Naquiyuddin 89,750 0.08 1,020,000 0.88 139,500 -<br />
Ibni Tuanku Ja'afar<br />
2 YAM Tunku Dato' Seri Nadzaruddin - - - -<br />
Ibni Tuanku Ja'afar<br />
3 YAM Raja Dato' Seri Ashman Shah 498,755 0.43 - - 66,500 -<br />
Ibni Sultan Azlan Shah<br />
4 Dato' See Teow Chuan 274,309 0.24 43,076,746 37.22 38,064 400,000<br />
5 Dato' Anthony See Teow Guan 275,470 0.24 42,905,040 37.08 58,588 400,000<br />
6 Mr See Teow Koon 15,744 0.01 42,856,746 37.03 16,188 400,000<br />
7 Mr See Tiau Kee - - 42,767,276 36.96 835 400,000<br />
8 Mr See Ean Seng 89,605 0.08 1,453 - 97,500 -<br />
9 Dato' Ismail Bin Lebai Kamat - - - - - -<br />
Note :<br />
* Wa rrants with right to subscribe for ord i n a ry shares in the Company on the basis of one (1) new share for every one<br />
warrant held. Expiring on 22 May 2002<br />
** Options granted pursuant to the Company's Employee Share Option Scheme.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 61
D A I N R A E C LYSIS T O R S OF ’ SHAREHOLDINGS<br />
R as e p at o r23 t April 2002 ( c o n t ’ d )<br />
DISTRIBUTION OF WARRANT HOLDINGS AS AT 23 APRIL 2002<br />
Size of No of Warrant % of Warrant No. of Warrants % of Warrants<br />
Warrant Holdings Holders Holders<br />
Less than 1,000 297 23.26 101,727 0.66<br />
1,000 - 10,000 736 57.63 2,540,574 16.52<br />
10,001 - 100,000 225 17.62 8,196,528 53.30<br />
100,001 - to lessn 5% of issued shares 19 1.49 4,540,200 29.52<br />
5% and above of issued shares nil nil nil nil<br />
1,277 100.00 15,379,029 100.00<br />
THIRTY LARGEST WARRANT HOLDERS AS AT 23 APRIL 2002<br />
Name No. of Warrants % of Warrants<br />
1 Lim Kam Wai 642,000 4.17<br />
2 BBMB Securities Nominees (Tempatan) Sdn Bhd 430,000 2.80<br />
Petroleum Research Fund<br />
3 Mohd Zamani Bin Mat Sharif 397,000 2.58<br />
4 Hafidzah binti Ridzuan @ Halim 350,000 2.28<br />
5 Tew Kim Kai 300,000 1.95<br />
6 Chen Siew Yin 300,000 1.95<br />
7 Ng Chee Sim 282,000 1.83<br />
8 Nik Othman Bin Hussain 202,000 1.31<br />
9 Soh Soon Gee 200,000 1.30<br />
10 Lim Kam Seng 192,000 1.25<br />
11 Tok Hock Bang 186,000 1.20<br />
12 Audrey Lian Wei Li 158,000 1.03<br />
13 Tina Choy Yin Leng 150,000 0.98<br />
14 Mohamad Bin Deris 138,000 0.90<br />
15 PB Securities Nominees (Tempatan) Sdn Bhd 135,000 0.88<br />
Pledged Securities Account for Yoong Fui Kien<br />
16 H.N. Holdings Sdn Bhd 131,200 0.85<br />
17 Low Siew Peng 131,000 0.85<br />
18 Yap Bee Soon 110,000 0.72<br />
19 Lim Koong Min 106,000 0.68<br />
20 John Hancock Life Insurance (Malaysia) Berhad 100,000 0.65<br />
21 Oh Siew Keow 100,000 0.65<br />
22 L Senpagavalli A/P N Letchumanan 100,000 0.65<br />
23 Ong Soon Han 100,000 0.65<br />
24 Rosemarinah Binti Abd Rahim 100,000 0.65<br />
25 TA Nominees (Tempatan) Sdn Bhd 100,000 0.65<br />
Pledged Securities Account for Parmjit Singh A/L Meva Singh<br />
26 Ng Cheng Leong 100,000 0.65<br />
27 Tay Yew Meng 100,000 0.65<br />
28 RHB Nominees (Asing) Sdn Bhd 100,000 0.65<br />
UOB Kay Hian Private Limited for Lim Kim Hock<br />
29 Hong Teck Sing 100,000 0.65<br />
30 Hairani Binti Maning 100,000 0.65<br />
62 . <strong>Annual</strong> <strong>Report</strong> / <strong>2001</strong> KIAN JOO CAN FACTORY BERHAD (3186-P)
PROXY FORM<br />
I/We,<br />
(Full Name In Capital Letters)<br />
of<br />
(Address)<br />
being a member of <strong>Kian</strong> <strong>Joo</strong> <strong>Can</strong> Factory Berhad hereby appoint *The Chairman of the meeting or<br />
(Full Name)<br />
of<br />
or failing<br />
(Address)<br />
him<br />
(Full Name In Block Letters)<br />
of<br />
(Address)<br />
as my/our proxy to vote for me/us and on my/our behalf at the <strong>Annual</strong> General Meeting of the Company to be held at the<br />
Conference Room, Lot 6, Jalan Perusahaan 1, 68100 Batu Caves, Selangor, Malaysia on Wednesday, 19 June 2002 at 3.00 p.m.<br />
and at any adjournment thereof.<br />
Please indicate with an ‘X’ in the spaces provided below how you wish your vote to be cast.on the resolutions specified in the<br />
Notice of Meeting.<br />
For<br />
Against<br />
1. To receive and adopt the audited financial statements for year<br />
ended 31 December <strong>2001</strong> together with the<br />
Directors and Auditors’ <strong>Report</strong>s thereon. Resolution 1<br />
2. To approve a Final Dividend of 10% tax exempt in respect of<br />
financial year ended 31 December <strong>2001</strong>. Resolution 2<br />
3. To approve Directors’ Fees of RM205,000 for the financial year<br />
ended 31 December <strong>2001</strong>. Resolution 3<br />
4. To re-elect the following directors retiring by rotation in accordance<br />
with Article 104 of the Company’s Articles of Association<br />
Dato’ See Teow Chuan Resolution 4<br />
See Teow Koon Resolution 5<br />
See Tiau Kee Resolution 6<br />
5. To re-appoint Messrs Ernst & Young as the Company’s Auditors<br />
and to authorise directors to fix their remuneration. Resolution 7<br />
Signed this day of 2002.<br />
Signature of Member(s)<br />
Notes :<br />
1. A member of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend and vote in his stead. A proxy may but need<br />
not be a member of the Company and the provisoins of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company.<br />
2. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writingor, if such appointor<br />
is a corporation, under its common seal or the hands of its attorney.<br />
3. All forms of proxy should be deposited at the Registered Office of the Company situated at Lot 10, Jalan Perusahaan 1, 68100 Batu Caves,<br />
Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof, failing which the<br />
instrument appointing a proxy shall not be treated as valid.<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
<strong>2001</strong> / <strong>Annual</strong> <strong>Report</strong> . 63
Please fold here<br />
Affix<br />
stamp<br />
here<br />
The Secretary<br />
KIAN JOO CAN FACTORY BERHAD (3186-P)<br />
Lot 10, Jalan Perusahaan 1<br />
68100 Batu Caves<br />
Selangor Darul Ehsan<br />
Please fold here