2009 - Malaysia Pacific Corporation Berhad

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Annual Report 20 09DIRECTORS’ REPORT (Cont’d)WARRANTS 2004/2009 (Cont’d)(b)The new ordinary shares issued upon exercise of the warrants shall be fully paid-up and shall rank pari-passuin all respects with the existing ordinary shares of the Company except that these new shares shall not beentitled to any dividends, rights, allotment or other distributions if the date of the new shares to be issuedpursuant to the exercise of the warrants is after the Record Date (means the date as at the close of businesson which shareholders must be registered in the Record of Depository with Bursa Malaysia Depository Sdn.Bhd. in order to participate in any dividends, rights, allotments or other distributions). The warrant holders willnot have any voting rights in any general meeting of the Company unless the warrants are exercised.No exercise of warrants had taken place during the financial year ended 30 June 2009, and the warrants expired on10 May 2009.DIRECTORSThe Directors who have held for office since the date of the last report are:YBhg. Dato’ Seri Zulkifli Bin Ali (Appointed on 23 December 2008)YBhg. Datuk Kamaruddin Bin TaibSeow Thiam FattCh’ng Soon SenYBhg. Datin Kong Yuk ChuYBhg. Dato’ Syed Hussien Bin Abd KadirIn accordance with Article 85 of the Company’s Articles of Association, YBhg. Datuk Kamaruddin Bin Taib and Ch’ngSoon Sen retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for reelection.YBhg. Dato’ Seri Zulkifli Bin Ali who was appointed to the Board after the last Annual General Meeting, retires underSection 129(6) of the Companies Act, 1965 at the forthcoming Annual General Meeting and, being eligible, offershimself for re-election.DIRECTORS’ INTERESTSAccording to the Register of Directors’ shareholdings which are required to be kept under Section 134 of the CompaniesAct, 1965, none of the directors in office at the end of the financial year ended 30 June 2009 have any interest inshares in the Company and its related corporations except as stated below:Shares in the Company- Malaysia Pacific Corporation Berhad---------------- Number of ordinary shares of RM1.00 each ----------------BalanceBalanceas atas at1.7.2008 Bought Sold 30.6.2009Direct interests:Seow Thiam Fatt 50,000 10,000 – 60,000Indirect interests:YBhg. Datin Kong Yuk Chu 86,821,457 15,427,000 – 102,248,457By virtue of her interest in the ordinary shares of the Company, YBhg. Datin Kong Yuk Chu is also deemed interestedin the ordinary shares of all the subsidiaries to the extent the Company has an interest.29
Malaysia Pacific Corporation BerhadDIRECTORS’ REPORT (Cont’d)DIRECTORS’ BENEFITSSince the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directorsas shown in the financial statements) by reason of a contract made by the Company or a related corporation with theDirector or with a firm of which the Director is a member, or with a company in which the Director has a substantialfinancial interest except for any benefit which may be deemed to have arisen by virtue of the remuneration receivedand receivable by the Directors from the related corporations in their capacity as Directors of those corporations andthe significant related party transactions as disclosed in Note 31(b) to the financial statements.There were no arrangements during and at the end of the financial year, to which the Company is a party, whichhad the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in ordebentures of the Company or any other body corporate.OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY:(I)AS AT THE END OF THE FINANCIAL YEAR(a)Before the income statements and balance sheets of the Group and of the Company were made out, theDirectors took reasonable steps:(i)(ii)to ascertain that proper action had been taken in relation to the writing off of bad debts and themaking of provision for doubtful debts and have satisfied themselves that all known bad debts hadbeen written off and that adequate provision had been made for doubtful debts; andto ensure that any current assets other than debts, which were unlikely to realise their book valuein the ordinary course of business had been written down to their estimated realisable values.(b)In the opinion of the Directors, the results of the operations of the Group and of the Company during thefinancial year have not been substantially affected by any item, transaction or event of a material andunusual nature other than the gain on partial disposal of shares in a subsidiary amounting to approximatelyRM67,517,000 as disclosed in Note 26 to the financial statements.(II)FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT(c)The Directors are not aware of any circumstances:(i)(ii)(iii)which would render the amount written off for bad debts or the amount of the provision for doubtfuldebts in the financial statements of the Group and of the Company inadequate to any materialextent; orwhich would render the values attributed to current assets in the financial statements of the Groupand of the Company misleading; andwhich have arisen which would render adherence to the existing method of valuation of assets orliabilities of the Group and of the Company misleading or inappropriate.(d)In the opinion of the Directors:(i)(ii)there has not arisen any item, transaction or event of a material and unusual nature likely to affectsubstantially the results of the operations of the Group and of the Company for the financial yearin which this report is made; andno contingent or other liability has become enforceable, or is likely to become enforceable withinthe period of twelve (12) months after the end of the financial year which will or may affect theability of the Group and of the Company to meet their obligations as and when they fall due.30
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PROXY FORMMALAYSIA PACIFIC CORPORAT
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2009 - Malaysia Pacific Corporation Berhad

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